Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 17, 2017 | Jun. 30, 2016 | |
Document Information | |||
Entity Registrant Name | CRAWFORD & CO | ||
Entity Central Index Key | 25,475 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 233,300,307 | ||
Class A Common Stock | |||
Document Information | |||
Entity Common Stock, Shares Outstanding | 31,407,399 | ||
Class B Common Stock | |||
Document Information | |||
Entity Common Stock, Shares Outstanding | 24,690,172 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues from Services: | |||
Revenues before reimbursements | $ 1,109,286 | $ 1,170,385 | $ 1,142,851 |
Reimbursements | 68,302 | 71,135 | 74,112 |
Total Revenues | 1,177,588 | 1,241,520 | 1,216,963 |
Costs and Expenses: | |||
Costs of services provided, before reimbursements | 788,373 | 869,217 | 840,702 |
Reimbursements | 68,302 | 71,135 | 74,112 |
Total costs of services | 856,675 | 940,352 | 914,814 |
Selling, general, and administrative expenses | 239,852 | 241,602 | 237,880 |
Corporate interest expense, net of interest income of $749, $600, and $781, for the years ended December 31, 2016, 2015, and 2014, respectively | 9,185 | 8,383 | 6,031 |
Goodwill impairment charges | 0 | 49,314 | 0 |
Restructuring and special charges | 9,490 | 34,395 | 0 |
Total Costs and Expenses | 1,115,202 | 1,274,046 | 1,158,725 |
Other Income | 855 | 753 | 1,650 |
Income (Loss) Before Income Taxes | 63,241 | (31,773) | 59,888 |
Provision for Income Taxes | 25,565 | 13,832 | 28,780 |
Net Income (Loss) | 37,676 | (45,605) | 31,108 |
Net (Income) Loss Attributable to Noncontrolling Interests | (1,710) | 117 | (484) |
Net Income (Loss) Attributable to Shareholders of Crawford & Company | $ 35,966 | $ (45,488) | $ 30,624 |
Class A Common Stock | |||
Earnings (Loss) Per Share - Basic: | |||
Earnings (Loss) Per Share - Basic (usd per share) | $ 0.68 | $ (0.79) | $ 0.58 |
Earnings (Loss) Per Share - Diluted: | |||
Earnings (Loss) Per Share - Diluted (usd per share) | $ 0.67 | $ (0.79) | $ 0.57 |
Weighted-Average Shares Used to Compute Basic Earnings (Loss) Per Share: | |||
Weighted Average Shares Used to Compute Basic Earnings (Loss) Per Share (shares) | 30,793 | 30,596 | 30,237 |
Weighted-Average Shares Used to Compute Diluted Earnings (Loss) Per Share: | |||
Weighted Average Shares Used to Compute Diluted Earnings (Loss) Per Share (shares) | 31,530 | 30,596 | 30,983 |
Cash Dividends Per Share: | |||
Cash Dividends Per Share (usd per share) | $ 0.28 | $ 0.28 | $ 0.24 |
Class B Common Stock | |||
Earnings (Loss) Per Share - Basic: | |||
Earnings (Loss) Per Share - Basic (usd per share) | 0.60 | (0.87) | 0.52 |
Earnings (Loss) Per Share - Diluted: | |||
Earnings (Loss) Per Share - Diluted (usd per share) | $ 0.60 | $ (0.87) | $ 0.52 |
Weighted-Average Shares Used to Compute Basic Earnings (Loss) Per Share: | |||
Weighted Average Shares Used to Compute Basic Earnings (Loss) Per Share (shares) | 24,690 | 24,690 | 24,690 |
Weighted-Average Shares Used to Compute Diluted Earnings (Loss) Per Share: | |||
Weighted Average Shares Used to Compute Diluted Earnings (Loss) Per Share (shares) | 24,690 | 24,690 | 24,690 |
Cash Dividends Per Share: | |||
Cash Dividends Per Share (usd per share) | $ 0.2 | $ 0.2 | $ 0.18 |
Consolidated Statements of Ope3
Consolidated Statements of Operations (Parentheticals) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | |||
Interest income | $ 749 | $ 600 | $ 781 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | |||
Net Income (Loss) | $ 37,676 | $ (45,605) | $ 31,108 |
Other Comprehensive Income (Loss): | |||
Net foreign currency translation loss, net of tax benefit of $0, $0 and $91, respectively | (10,620) | (20,426) | (8,600) |
Amounts reclassified into net income for defined benefit pension plans, net of tax provision of $4,563 $3,265, and $3,039, respectively | 8,623 | 10,806 | 8,636 |
Net unrealized gain (loss) on defined benefit plans arising during the year, net of tax (provision) benefit of $(5,175), $(2,349), and $25,746, respectively | 11,337 | 8,209 | (43,181) |
Other Comprehensive Income (Loss) | 9,340 | (1,411) | (43,145) |
Comprehensive Income (Loss) | 47,016 | (47,016) | (12,037) |
Comprehensive (income) loss attributable to noncontrolling interests | (192) | 855 | (87) |
Comprehensive Income (Loss) Attributable to Shareholders of Crawford & Company | $ 46,824 | $ (46,161) | $ (12,124) |
Consolidated Statements of Com5
Consolidated Statements of Comprehensive (Loss) Income (Parentheticals) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | |||
OCI, Tax on foreign currency translation loss | $ 0 | $ 0 | $ 91 |
OCI, Tax provision on reclassification adjustments to net income for pension plans | (4,563) | (3,265) | (3,039) |
OCI, Tax (provision) benefit on unrealized gains (losses) arising during the year for pension plans | $ (5,175) | $ (2,349) | $ 25,746 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current Assets: | ||
Cash and cash equivalents | $ 81,569 | $ 76,066 |
Accounts receivable, less allowance for doubtful accounts of $14,499 and $13,133 at December 31, 2016 and 2015, respectively | 153,566 | 164,596 |
Unbilled revenues, at estimated billable amounts | 101,809 | 98,659 |
Income taxes receivable | 3,781 | 4,255 |
Prepaid expenses and other current assets | 24,006 | 26,601 |
Total Current Assets | 364,731 | 370,177 |
Property and Equipment: | ||
Property and equipment | 125,493 | 140,383 |
Less accumulated depreciation | (95,888) | (102,331) |
Net Property and Equipment | 29,605 | 38,052 |
Other Assets: | ||
Goodwill | 91,750 | 95,616 |
Intangible assets arising from business acquisitions, net | 86,931 | 104,861 |
Capitalized software costs, net | 80,960 | 79,996 |
Deferred income tax assets | 30,379 | 47,371 |
Other noncurrent assets | 51,503 | 47,333 |
Total Other Assets | 341,523 | 375,177 |
TOTAL ASSETS | 735,859 | 783,406 |
Current Liabilities: | ||
Short-term borrowings | 30 | 19,958 |
Accounts payable | 51,991 | 44,615 |
Accrued compensation and related costs | 74,466 | 68,843 |
Self-insured risks | 14,771 | 14,122 |
Income taxes payable | 3,527 | 4,419 |
Deferred rent | 12,142 | 13,303 |
Other accrued liabilities | 34,922 | 44,577 |
Deferred revenues | 37,456 | 46,552 |
Current installments of capital leases | 982 | 1,959 |
Total Current Liabilities | 230,287 | 258,348 |
Noncurrent Liabilities: | ||
Long-term debt and capital leases, less current installments | 187,002 | 225,365 |
Deferred revenues | 25,884 | 26,592 |
Accrued pension liabilities | 105,175 | 121,732 |
Other noncurrent liabilities | 28,247 | 27,018 |
Total Noncurrent Liabilities | 346,308 | 400,707 |
Shareholders' Investment: | ||
Additional paid-in capital | 48,108 | 41,936 |
Retained earnings | 261,562 | 239,161 |
Accumulated other comprehensive loss | (211,773) | (222,631) |
Shareholders' Investment Attributable to Shareholders of Crawford & Company | 153,883 | 113,693 |
Noncontrolling interests | 5,381 | 10,658 |
Total Shareholders' Investment | 159,264 | 124,351 |
TOTAL LIABILITIES AND SHAREHOLDERS' INVESTMENT | 735,859 | 783,406 |
Class A Common Stock | ||
Shareholders' Investment: | ||
Class A common stock, $1.00 par value; 50,000 shares authorized; 31,296 and 30,537 shares issued and outstanding at December 31, 2016 and 2015 , respectively. Class B common stock, $1.00 par value, 50,000 shares authorized; 24,690 shares issued and outstanding | 31,296 | 30,537 |
Class B Common Stock | ||
Shareholders' Investment: | ||
Class A common stock, $1.00 par value; 50,000 shares authorized; 31,296 and 30,537 shares issued and outstanding at December 31, 2016 and 2015 , respectively. Class B common stock, $1.00 par value, 50,000 shares authorized; 24,690 shares issued and outstanding | $ 24,690 | $ 24,690 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current Assets: | ||
Allowance for doubtful accounts | $ 14,499 | $ 13,133 |
Class A Common Stock | ||
Shareholders' Investment: | ||
Par or stated value per share (usd per share) | $ 1 | $ 1 |
Shares authorized (shares) | 50,000,000 | 50,000,000 |
Shares issued (shares) | 31,296,000 | 30,537,000 |
Shares outstanding (shares) | 31,296,000 | 30,537,000 |
Class B Common Stock | ||
Shareholders' Investment: | ||
Par or stated value per share (usd per share) | $ 1 | $ 1 |
Shares authorized (shares) | 50,000,000 | 50,000,000 |
Shares issued (shares) | 24,690,000 | 24,690,000 |
Shares outstanding (shares) | 24,690,000 | 24,690,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash Flows from Operating Activities: | |||
Net income (loss) | $ 37,676 | $ (45,605) | $ 31,108 |
Reconciliation of net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 40,743 | 43,498 | 37,644 |
Impairment of goodwill | 0 | 49,314 | 0 |
Deferred income taxes | 10,531 | 4,120 | 15,189 |
Gain on sale of interest in former corporate headquarters property | 0 | 0 | (836) |
Stock-based compensation costs | 5,252 | 3,229 | 1,189 |
Loss (gain) on disposals of property and equipment, net | 66 | (356) | (239) |
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions: | |||
Accounts receivable, net | 2,781 | 26,526 | (24,358) |
Unbilled revenues, net | (7,782) | 3,053 | (1,216) |
Accrued or prepaid income taxes | 1,755 | 5,948 | 3,099 |
Accounts payable and accrued liabilities | 17,120 | (21,151) | (23,100) |
Deferred revenues | (8,846) | 363 | (4,645) |
Accrued retirement costs | (9,046) | (16,402) | (18,497) |
Prepaid expenses and other operating activities | 8,614 | 9,118 | (8,732) |
Net cash provided by operating activities | 98,864 | 61,655 | 6,606 |
Cash Flows from Investing Activities: | |||
Acquisitions of property and equipment | (10,354) | (12,144) | (12,485) |
Proceeds from disposals of property and equipment | 0 | 0 | 1,289 |
Capitalization of computer software costs | (18,845) | (20,775) | (16,712) |
Proceeds from sale of interest in former corporate headquarters property | 0 | 0 | 836 |
Cash surrendered from sale of business | 0 | 0 | (1,554) |
Payments for business acquisitions, net of cash acquired | (3,672) | (68,259) | (3,141) |
Other investing activities | (95) | 0 | 0 |
Net cash used in investing activities | (32,966) | (101,178) | (31,767) |
Cash Flows from Financing Activities: | |||
Cash dividends paid | (13,565) | (13,511) | (11,717) |
Payments related to shares received for withholding taxes under stock-based compensation plans | (1,342) | (479) | (2,085) |
Proceeds from shares purchased under employee stock-based compensation plans | 1,743 | 1,320 | 1,270 |
Decrease in note payable for share repurchase | (2,206) | 0 | 0 |
Repurchases of common stock | 0 | (1,240) | (3,390) |
Increases in short-term and revolving credit facility borrowings | 80,164 | 147,509 | 121,110 |
Payments on short-term and revolving credit facility borrowings | (118,044) | (62,017) | (98,821) |
Payments on capital lease obligations | (1,508) | (1,993) | (856) |
Capitalized loan costs | (12) | (1,299) | (218) |
Dividends paid to noncontrolling interests | (381) | (401) | (761) |
Net cash (used in) provided by financing activities | (55,151) | 67,889 | 4,532 |
Effects of exchange rate changes on cash and cash equivalents | (5,244) | (4,756) | (2,868) |
Increase (Decrease) in Cash and Cash Equivalents | 5,503 | 23,610 | (23,497) |
Cash and Cash Equivalents at Beginning of Year | 76,066 | 52,456 | 75,953 |
Cash and Cash Equivalents at End of Year | $ 81,569 | $ 76,066 | $ 52,456 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Investment - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning Balance | $ 124,351 | $ 179,353 | $ 207,533 |
Net income (loss) | 37,676 | (45,605) | 31,108 |
Other comprehensive income (loss) | 9,340 | (1,411) | (43,145) |
Cash dividends paid | (13,565) | (13,511) | (11,717) |
Stock-based compensation | 5,252 | 3,198 | 1,189 |
Repurchases of common stock | (3,448) | (3,390) | |
Shares issued in connection with stock-based compensation plans, net | 391 | 678 | (826) |
Decrease in value of noncontrolling interest due to sale of controlling interest | (3,800) | (638) | |
Increase in value of noncontrolling interest due to acquisition of controlling interest | 5,498 | ||
Dividends paid to noncontrolling interests | (381) | (401) | (761) |
Ending Balance | 159,264 | 124,351 | 179,353 |
Shareholders' Investment Attributable to Shareholders of Crawford & Company | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning Balance | 113,693 | 172,937 | 199,805 |
Net income (loss) | 35,966 | (45,488) | 30,624 |
Other comprehensive income (loss) | 10,858 | (673) | (42,748) |
Cash dividends paid | (13,565) | (13,511) | (11,717) |
Stock-based compensation | 5,252 | 3,198 | 1,189 |
Repurchases of common stock | (3,448) | (3,390) | |
Shares issued in connection with stock-based compensation plans, net | 391 | 678 | (826) |
Decrease in value of noncontrolling interest due to sale of controlling interest | 1,288 | ||
Ending Balance | 153,883 | 113,693 | 172,937 |
Additional Paid-In Capital | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning Balance | 41,936 | 38,617 | 39,285 |
Stock-based compensation | 5,252 | 3,198 | 1,189 |
Shares issued in connection with stock-based compensation plans, net | (368) | 121 | (1,857) |
Decrease in value of noncontrolling interest due to sale of controlling interest | 1,288 | ||
Ending Balance | 48,108 | 41,936 | 38,617 |
Retained Earnings | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning Balance | 239,161 | 301,091 | 285,165 |
Net income (loss) | 35,966 | (45,488) | 30,624 |
Cash dividends paid | (13,565) | (13,511) | (11,717) |
Repurchases of common stock | (2,931) | (2,981) | |
Ending Balance | 261,562 | 239,161 | 301,091 |
Accumulated Other Comprehensive (Loss) Income | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning Balance | (222,631) | (221,958) | (179,210) |
Other comprehensive income (loss) | 10,858 | (673) | (42,748) |
Ending Balance | (211,773) | (222,631) | (221,958) |
Noncontrolling Interests | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning Balance | 10,658 | 6,416 | 7,728 |
Net income (loss) | 1,710 | (117) | 484 |
Other comprehensive income (loss) | (1,518) | (738) | (397) |
Decrease in value of noncontrolling interest due to sale of controlling interest | (5,088) | (638) | |
Increase in value of noncontrolling interest due to acquisition of controlling interest | 5,498 | ||
Dividends paid to noncontrolling interests | (381) | (401) | (761) |
Ending Balance | 5,381 | 10,658 | 6,416 |
Class A Common Stock | Common Stock | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning Balance | 30,537 | 30,497 | 29,875 |
Repurchases of common stock | (517) | (409) | |
Shares issued in connection with stock-based compensation plans, net | 759 | 557 | 1,031 |
Ending Balance | 31,296 | 30,537 | 30,497 |
Class B Common Stock | Common Stock | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning Balance | 24,690 | 24,690 | 24,690 |
Shares issued in connection with stock-based compensation plans, net | 0 | 0 | 0 |
Ending Balance | $ 24,690 | $ 24,690 | $ 24,690 |
Significant Accounting and Repo
Significant Accounting and Reporting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Significant Accounting and Reporting Policies | Significant Accounting and Reporting Policies Nature of Operations Based in Atlanta, Georgia, Crawford & Company ("Crawford" or the "Company") is the world's largest publicly traded independent provider of claims management solutions to insurance companies and self-insured entities, with an expansive global network serving clients in more than 70 countries. The Crawford Solution ® offers comprehensive, integrated claims services, business process outsourcing and consulting services for major product lines including property and casualty claims management, workers' compensation claims and medical management, and legal settlement administration. Shares of the Company's two classes of common stock are traded on the New York Stock Exchange ("NYSE") under the symbols CRD-A and CRD-B, respectively. The Company's two classes of stock are substantially identical, except with respect to voting rights and the Company's ability to pay greater cash dividends on the non-voting Class A Common Stock than on the voting Class B Common Stock, subject to certain limitations. In addition, with respect to mergers or similar transactions, holders of Class A Common Stock must receive the same type and amount of consideration as holders of Class B Common Stock, unless different consideration is approved by the holders of 75% of the Class A Common Stock, voting as a class. The Company's website is www.crawfordandcompany.com. The information contained on, or hyperlinked from, the Company's website is not a part of, and is not incorporated by reference into, this report. Principles of Consolidation The accompanying consolidated financial statements were prepared in accordance with generally accepted accounting principles in the U.S. ("GAAP") and include the accounts of the Company, its majority-owned subsidiaries, and variable interest entities in which the Company is deemed to be the primary beneficiary. Significant intercompany transactions are eliminated in consolidation. 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 in accordance with the provisions of Accounting Standards Codification ("ASC") 810, "Consolidation," in order to provide sufficient time for accumulation of their results. Accordingly, the Company's December 31, 2016 , 2015 , and 2014 consolidated financial statements include the financial position of such operations as of October 31, 2016 and 2015 , respectively, and the results of their operations and cash flows for the fiscal periods ended October 31, 2016 , 2015 , and 2014 , respectively. The Company has controlling ownership interests in several entities that are not wholly-owned by the Company. The financial results and financial positions of these controlled entities are included in the Company's consolidated financial statements, including both the controlling interests and the noncontrolling interests. The noncontrolling interests represent the equity interests in these entities that are not attributable, either directly or indirectly, to the Company. Noncontrolling interests are reported as a separate component of the Company's Shareholders' Investment. On the Company's Consolidated Statements of Operations, net income or loss is attributed to the controlling interests and the noncontrolling interests separately. The Company consolidates the results of a variable interest entity ("VIE") when it is determined to be the primary beneficiary. In accordance with GAAP, in determining whether the Company is the primary beneficiary of a VIE for financial reporting purposes, it considers whether it has the power to direct the activities of the VIE that most significantly impact the economic performance of the VIE and whether it has the obligation to absorb losses or the right to receive returns that would be significant to the VIE. The Company consolidates the results of Lloyd Warwick International Limited ("LWI"), of which it owns 51% of the capital stock. LWI is a VIE primarily because it does not meet the business scope exception, as Crawford provides more than half of the financial support, and because LWI lacks sufficient equity at risk to permit LWI to carry on its activities without additional financial support. Crawford has agreed to provide financial support to LWI of approximately $10,000,000 . Crawford is considered to be the primary beneficiary of LWI because of its controlling ownership interest and because Crawford has the obligation to absorb LWI's losses through the additional financial support that Crawford may be obligated to provide. Creditors of LWI have no recourse to Crawford's general credit. Total assets and liabilities of LWI as of December 31, 2016 were $9,300,000 and $10,554,000 , respectively. Total assets and liabilities of LWI as of December 31, 2015 were $8,831,000 and $11,841,000 , respectively. Included in LWI's total liabilities at December 31, 2016 and 2015 were loans from Crawford of $8,704,000 and $10,214,000 , respectively. The Company consolidates the liabilities of its deferred compensation plan and the related assets, which are held in a rabbi trust and also 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 December 31, 2016 and 2015 , the liabilities of this deferred compensation plan were $9,385,000 and $9,861,000 , 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 $16,227,000 and $15,881,000 , respectively. These liabilities and assets are included in "Other noncurrent liabilities" and "Other noncurrent assets" on the Company's Consolidated Balance Sheets, respectively. Prior Year Reclassifications The prior year presentation of certain segment information has been reclassified to conform to the current year presentation. Management's Use of Estimates 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. Actual results could differ materially from those estimates. Revenue Recognition The Company's revenues are primarily comprised of claims processing or program administration fees and are generated from the Company's four operating segments. Both the U.S. Services segment and the International segment earn revenues by providing field investigation and evaluation of property and casualty claims for insurance companies and self-insured entities and by providing access to Company-owned networks of direct repair service providers. The Company's Broadspire segment earns revenues by providing field investigation and claims evaluation of workers' compensation and liability claims, initial loss reporting services for its clients' claimants, loss mitigation services such as medical bill review, medical case management and vocational rehabilitation, administration of trust funds established to pay claims, and risk management information services. The Garden City Group segment earns revenues by providing administration services related to settlements of class actions, regulatory matters, mass tort, bankruptcy administrations, and other legal settlements by identifying and qualifying class members, determining and dispensing settlement payments, and administering settlement funds. Fees for professional services are recognized in unbilled revenues at the time such services are rendered, at estimated collectible amounts. Substantially all unbilled revenues are billed within one year. Deferred revenues represent the estimated unearned portion of fees derived from certain fixed-rate claim service agreements. The Company's fixed-fee service arrangements typically require the Company to handle claims on either a one- or two-year basis, or for the lifetime of the claim. In cases where the claim is handled on a non-lifetime basis, an additional fee is typically received on each anniversary date that the claim remains open. For service arrangements where the Company provides services for the life of the claim, the Company receives only one fee for the life of the claim, regardless of the duration of the claim. Deferred revenues are recognized into revenues based on the estimated rate at which the services are provided. These rates are primarily based on a historical evaluation of actual claim durations by major line of coverage, and assumptions based on average case closure rates and pricing for each claim type. The Company has contracts with multi-element arrangements. The Company often sells multiple lines of claims processing and different levels of processing depending on the complexity of the claims within a contract. The Company typically provides a menu of offerings from which the customer chooses to purchase or not at their discretion. The price of each service is separate and distinct and provides a separate and distinct value to the customer. Pricing is consistent for each service irrespective of the other service(s) or quantities requested by the customer. For example, if the Company provides claims processing for auto and general liability, those services are priced and delivered independently. In the normal course of business, the Company incurs certain out-of-pocket expenses that are thereafter reimbursed by the Company's clients. Under GAAP, these out-of-pocket expenses and associated reimbursements are required to be included when reporting expenses and revenues, respectively, in the Company's consolidated results of operations. The amounts of reimbursed expenses and related revenues from reimbursements offset each other in the Company's consolidated statements of operations with no impact to its net income. Intersegment sales are recorded at cost and are not material. Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand and marketable securities with original maturities of three months or less. The fair value of cash and cash equivalents approximates book value due to their short-term nature. At December 31, 2016 , cash and cash equivalents included time deposits of approximately $715,000 that were in financial institutions outside the U.S. Accounts Receivable and Allowance for Doubtful Accounts The Company extends credit based on an evaluation of a client's financial condition and, generally, collateral is not required. Accounts receivable are typically due upon receipt of the invoice and are stated on the Company's Consolidated Balance Sheets at amounts due from clients net of an estimated allowance for doubtful accounts. Accounts outstanding longer than the contractual payment terms are considered past due. The fair value of accounts receivable approximates book value due to their short-term contractual stipulations. The Company maintains an allowance for doubtful accounts for estimated losses resulting primarily from the inability of clients to make required payments and for adjustments to invoiced amounts. Such losses are accounted for as bad debt expense, while adjustments to invoices are accounted for as reductions to revenue. These allowances are established using historical write-off or adjustment information to project future experience and by considering the current creditworthiness of clients, any known specific collection problems, and an assessment of current industry and economic conditions. Actual experience may differ significantly from historical or expected loss results. The Company writes off accounts receivable when they become uncollectible, and any payments subsequently received are accounted for as recoveries. A summary of the activities in the allowance for doubtful accounts for the years ended December 31, 2016 , 2015 , and 2014 is as follows: 2016 2015 2014 (In thousands) Allowance for doubtful accounts, January 1 $ 13,133 $ 10,960 $ 10,234 Add/ (Deduct): Provision for bad debt expense 2,654 1,432 2,117 Write-offs, net of recoveries 50 (684 ) (812 ) Currency translation and other changes (937 ) (868 ) (579 ) Adjustments for business acquisitions and dispositions (401 ) 2,293 — Allowance for doubtful accounts, December 31 $ 14,499 $ 13,133 $ 10,960 For the years ended December 31, 2016 , 2015 , and 2014 , the Company's adjustments to revenues associated with client invoice adjustments totaled $2,704,000 , $2,704,000 , and $1,786,000 , respectively. Goodwill, Indefinite-Lived Intangible Assets, and Other Long-Lived Assets Goodwill is an asset that represents the excess of the purchase price over the fair value of the separately identifiable net assets (tangible and intangible) acquired in certain business combinations. Indefinite-lived intangible assets consist of trade names associated with acquired businesses. Goodwill and indefinite-lived intangible assets are not amortized, but are subject to impairment testing at least annually. Other long-lived assets consist primarily of property and equipment, deferred income tax assets, capitalized software, and amortizable intangible assets related to customer relationships, technology, and trade names with finite lives. Other long-lived assets are evaluated for impairment when impairment indicators are identified. Subsequent to a business acquisition in which goodwill and indefinite-lived intangibles are recorded as assets, post-acquisition accounting requires that both be tested to determine whether there has been an impairment. The Company performs an impairment test of goodwill and indefinite-lived intangible assets at least annually on October 1 of each year. The Company regularly evaluates whether events and circumstances have occurred which indicate potential impairment of goodwill or indefinite-lived intangible assets. When factors indicate that such assets should be evaluated for possible impairment between the scheduled annual impairment tests, the Company performs an interim impairment test. Goodwill impairment testing is a two-step process, if necessary, performed on a reporting unit basis. If, as determined by the step 1 analysis, the fair value of the reporting unit exceeds its carrying value, goodwill is not deemed impaired. If the fair value of a reporting unit is determined to be less than its carrying value, the second step of the impairment test must be performed in order to determine the amount of impairment, if any. The second step compares the implied fair value of the reporting unit's goodwill with the carrying amount of that goodwill following a hypothetical acquisition accounting process. This hypothetical acquisition accounting process is applied only for the purpose of determining whether goodwill must be reduced; it is not used to adjust the carrying values of other assets or liabilities. If the carrying amount of the reporting unit's goodwill exceeds its implied fair value, an impairment charge is recognized in an amount equal to that excess. The loss recognized cannot exceed the carrying amount of goodwill, and it cannot subsequently be reversed. The Company has the option to perform a qualitative assessment of goodwill prior to completing the two-step process described above to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value, including goodwill and other intangible assets. If the Company concludes that this is the case, the Company must perform the step 1 analysis discussed above. Otherwise, the Company may forego the two-step process and is not required to perform any further testing. The Company currently has five reporting units for goodwill impairment purposes. These reporting units are the Company's U.S. Services segment excluding U.S. Contractor Connection operations, U.S. Contractor Connection operations on a stand-alone basis, and the Company's other reporting segments - International, Broadspire, and Garden City Group. For step 1 of goodwill impairment testing, the carrying value of the reporting unit is compared with the estimated fair value of the reporting unit as determined utilizing a combination of the income and market approaches. The income approach, which is a level 3 fair value measurement, is based on projected debt-free cash flow which is discounted to the present value using discount factors that consider the timing and risk of the cash flows. The market approach is based on the Guideline Public Company Method , which uses market pricing metrics to select multiples to value the Company's reporting units. The resulting estimated fair values of the combined reporting units are reconciled to the Company's market capitalization including an estimated implied control premium. The Company believes that the combination of these approaches is appropriate because it provides a fair value estimate based upon the combination of the reporting unit's expected long-term operating cash flow performance and multiples with which similar publicly traded companies are valued. The Company weights the income and market approaches equally. During 2016, the Company performed qualitative assessments on the U.S. Contractor Connection operations on a stand-alone basis and Garden City Group, which represent approximately 50 percent of the Company's consolidated goodwill balance, and the two-step process described above was not necessary. The estimated fair value as calculated in the step 1 goodwill impairment analysis for the International reporting unit exceeded its carrying value. As of December 31, 2016, the Company did not have any reporting unit with an amount of goodwill for which it is reasonably likely that it would fail step 1 of a goodwill impairment test in the near term. The key assumptions used in estimating the fair value of its reporting units utilizing the income approach include the discount rate and the terminal growth rate. The discount rate utilized in estimating the fair value of the International reporting unit in 2016 was 16.5% , reflecting the Company's assessment of a market participant's view of the risks associated with the projected cash flows. The terminal growth rate used in the analysis was 2.0% . The assumptions used in estimating the fair values are based on currently available data and management's best estimates of revenues and cash flows and, accordingly, a change in market conditions or other factors could have a material effect on the estimated values. There are inherent uncertainties related to the assumptions used and to management's application of these assumptions. If changes to the Company's reporting structure impact the composition of its reporting units, existing goodwill is reallocated to the revised reporting units based on their relative estimated fair values as determined by a combination of the income and market approaches. If all of the assets and liabilities of an acquired business are assigned to a specific reporting unit, then the goodwill associated with that acquisition is assigned to that reporting unit at acquisition unless another reporting unit is also expected to benefit from the acquisition. For impairment testing of indefinite-lived intangible assets, the book value is compared with the estimated fair value, which is estimated based on the present value of the after-tax cash flows attributable solely to the asset. If book value exceeds the estimated fair value, an impairment is recognized based on the excess. The fair values of the trade names are established using the relief-from-royalty method, a form of the income approach. This method recognizes that, by virtue of owning the trade name as opposed to licensing it, a company or reporting unit is relieved from paying a royalty, usually expressed as a percentage of net sales, for the asset's use. The present value of the after-tax costs savings (i.e., royalty relief) at an appropriate discount rate including a tax amortization benefit indicates the value of the trade name. The Company determined the discount rate based on its performance compared to similar market participants, factored by risk in forecasting using a modified capital asset pricing model. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. The Company depreciates the cost of property and equipment, including assets recorded under capital leases, over the shorter of the remaining lease term or the estimated useful lives of the related assets, primarily using the straight-line method. The estimated useful lives for property and equipment classifications are as follows: Classification Estimated Useful Lives Furniture and fixtures 3-10 years Data processing equipment 3-5 years Automobiles and other 3-4 years Buildings and improvements 7-40 years Property and equipment, including assets under capital leases, consisted of the following at December 31, 2016 and 2015 : December 31, 2016 2015 (In thousands) Land $ 321 $ 312 Buildings and improvements 26,612 26,586 Furniture and fixtures 36,726 44,865 Data processing equipment 60,381 64,926 Automobiles 1,453 3,694 Total property and equipment 125,493 140,383 Less accumulated depreciation (95,888 ) (102,331 ) Net property and equipment $ 29,605 $ 38,052 Additions to property and equipment under capital leases, which are excluded from acquisitions of property and equipment in the Company's Statements of Cash Flows, totaled $242,000 , $1,283,000 , and $21,000 for 2016 , 2015 , and 2014 , respectively. Depreciation on property and equipment, including property under capital leases and amortization of leasehold improvements, was $14,729,000 , $17,715,000 , and $16,606,000 for the years ended December 31, 2016 , 2015 , and 2014 , respectively. Capitalized Software Capitalized software costs reflects costs related to internally developed or purchased software used by the Company that has expected future economic benefits. Certain internal and external costs incurred during the application development stage are capitalized. Costs incurred during the preliminary project and post implementation stages, including training and maintenance costs, are expensed as incurred. The majority of these capitalized software costs consist of internal payroll costs and external payments for software purchases and related services. These capitalized software costs are amortized over periods ranging from three to ten years, depending on the estimated life of each software application. Amortization expense for capitalized software was $16,045,000 , $15,372,000 , and $13,954,000 for the years ended December 31, 2016 , 2015 , and 2014 , respectively. Self-Insured Risks The Company self-insures certain risks consisting primarily of professional liability, auto liability, and employee medical, disability, and workers' compensation liability. Insurance coverage is obtained for catastrophic property and casualty exposures, including professional liability on a claims-made basis, and those risks required to be insured by law or contract. Most of these self-insured risks are in the U.S. Provisions for claims under the self-insured programs are made based on the Company's estimates of the aggregate liabilities for claims incurred, including estimated legal fees, losses that have occurred but have not been reported to the Company, and for adverse developments on reported losses. The estimated liabilities are calculated based on historical claims experience, the expected lives of the claims, and other factors considered relevant by management. Changes in these estimates may occur as additional information becomes available. The estimated liabilities for claims incurred under the Company's self-insured workers' compensation and employee disability programs are discounted at the prevailing risk-free interest rate for U.S. government securities of an appropriate duration. All other self-insured liabilities are undiscounted. At December 31, 2016 and 2015 , accrued liabilities for self-insured risks totaled $26,311,000 and $23,476,000 , respectively, including current liabilities of $14,771,000 and $14,122,000 , respectively. The noncurrent liabilities are included in "Other noncurrent liabilities" on the Company's Consolidated Balance Sheets. Income Taxes The Company accounts for certain income and expense items differently for financial reporting and income tax purposes. Provisions for deferred taxes are made in recognition of these temporary differences. The most significant differences relate to revenue recognition, accrued compensation, pension plans, self-insurance, and depreciation and amortization. For financial reporting purposes, the provision for income taxes is the sum of income taxes both currently payable and payable on a deferred basis. Currently payable income taxes represent the liability related to the income tax returns for the current year, while the net deferred tax expense or benefit represents the change in the balance of deferred income tax assets or liabilities as reported on the Company's Consolidated Balance Sheets that are not related to balances in "Accumulated other comprehensive loss." The changes in deferred income tax assets and liabilities are determined based upon changes in the differences between the basis of assets and liabilities for financial reporting purposes and the basis of assets and liabilities for income tax purposes, measured by the enacted statutory tax rates in effect for the year in which the Company estimates these differences will reverse. The Company must estimate the timing of the reversal of temporary differences, as well as whether taxable income in future periods will be sufficient to fully recognize any gross deferred tax assets. A valuation allowance is provided when it is deemed more-likely-than-not that some portion or all of a deferred tax asset will not be realized. Other factors which influence the effective tax rate used for financial reporting purposes include changes in enacted statutory tax rates, changes in tax law or policy, changes in the composition of taxable income from the countries in which it operates, the Company's ability to utilize net operating loss and tax credit carryforwards, and changes in unrecognized tax benefits. See Note 7, "Income Taxes." Sales and Other Taxes In certain jurisdictions, both in the U.S. and internationally, various governments and taxing authorities require the Company to assess and collect sales and other taxes, such as value added taxes, on certain services that the Company renders and bills to its customers. The majority of the Company's revenues are not currently subject to these types of taxes. These taxes are not recorded as additional revenues or expenses in the Company's Consolidated Statements of Operations, but are recorded on the Consolidated Balance Sheets as pass-through amounts until remitted. Foreign Currency Foreign currency transactions for the years ended December 31, 2016 , 2015 , and 2014 resulted in net losses of $339,000 , $684,000 , and $274,000 respectively. For operations outside the U.S. that prepare financial statements in currencies other than the U.S. dollar, results of operations and cash flows are translated into U.S. dollars at average exchange rates during the period, and assets and liabilities are translated at end-of-period exchange rates. The resulting translation adjustments, on a net basis, are included in "Comprehensive income (loss)" in the Company's Consolidated Statements of Comprehensive Income (Loss), and the accumulated translation adjustment is reported as a component of "Accumulated other comprehensive loss" in the Company's Consolidated Balance Sheets. Advertising Costs Advertising costs are expensed in the period in which the costs are incurred. Advertising expenses were $3,382,000 , $3,803,000 , and $2,981,000 , respectively, for the years ended December 31, 2016 , 2015 , and 2014 . Adoption of New Accounting Standards Disclosure of Uncertainties About an Entity's Ability to Continue as a Going Concern In August 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-15, "Disclosure of Uncertainties About an Entity's Ability to Continue as a Going Concern." Under ASU 2014-15, management of a company is required to assess an entity's ability to continue as a going concern, and to provide related footnote disclosures in certain circumstances. The standard is effective for the Company on December 31, 2016. Early adoption is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. The Company adopted this standard for the period ended December 31, 2016 and made the required assessment. As a result of management's assessment, it was determined that there were no indicators of substantial doubt about the Company's ability to continue as a going concern as of December 31, 2016. Amendments to the Consolidation Analysis In February 2015, the FASB issued ASU 2015-02, "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, 2015, and interim periods within those years. Early adoption is permitted. The Company adopted this standard during the quarter ended March 31, 2016 with no impact to its results of operations, financial condition or cash flows. Accounting for Fees Paid in a Cloud Computing Arrangement In April 2015, the FASB issued ASU 2015-05, "Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40), Customer's Accounting for Fees Paid in a Cloud Computing Arrangement." This ASU amended guidance on internal use software to clarify how customers in cloud computing arrangements should determine whether the arrangement includes a software license. This guidance specifies that these licenses should be accounted for as licenses of intangible assets. The guidance is effective for annual periods, including interim periods within those annual periods beginning after December 15, 2015. The Company adopted this guidance without any material effect on its results of operations or financial condition. Pending Adoption of Recently Issued Accounting Standards Clarifying the Definition of a Business In January 2017, the FASB issued ASU 2017-1, " Clarifying the Definition of a Business. " The ASU was issued to clarify the definition of a business for purposes of acquisitions and dispositions. The amendments in this update provide a more robust framework than prior guidance to use in determining when a set of assets and activities constitutes a business. The update is effective for annual periods beginning after December 15, 2017, and interim periods thereafter. Early adoption is permitted. The Company is currently evaluating the effect this ASU may have on its financial statements. Restricted Cash In November 2016, the FASB issued ASU 2016-18, "Restricted Cash." The ASU was issued to address diversity in practice in the classification and presentation of a change in restricted cash on the statement of cash flows. The amendments in this update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. The update is effective for annual periods beginning after December 15, 2017, and interim periods thereafter. Early adoption is permitted. The Company is currently evaluating the effect this ASU may have on its statement of cash flows. Intra-Entity Transfers of Assets Other Than Inventory In October 2016, the FASB issued ASU 2016-16, "Intra-Entity Transfers of Assets Other Than Inventory." The update was issued to improve the accounting for income tax consequences of intra-entity transfers of assets other than inventory. The initiative is designed to reduce the complexity in accounting standards. Under the amendment an entity should recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. Consequently, the amendments |
Acquisitions and Dispositions o
Acquisitions and Dispositions of Businesses | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisitions and Dispositions of Businesses | Acquisitions and Dispositions of Businesses On December 1, 2014, the Company acquired 100% of the capital stock of GAB Robins, a U.K. based international loss adjusting and claims management provider, for cash consideration of $71,812,000 . During 2015, the Company paid an additional $2,182,000 related to net debt and net working capital adjustments under the terms of the acquisition agreement which increased the purchase price to $73,994,000 . The purchase was accounted for under the guidance of ASC 805-10, "Business Combinations," as a business combination under the acquisition method. The acquisition was funded primarily through borrowings in the U.K. under the Company's credit facility. 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 $38,210,000 being amortized over an estimated life of 14 years, and the remaining assets listed above are being amortized over periods ranging from two to five years. For the year ended December 31, 2016, the Company recognized amortization expense of $3,375,000 in its consolidated financial statements related to these intangibles. Goodwill attributable to the acquisition will not be deductible for tax purposes. On December 15, 2015, the Company acquired an additional 36% of the capital stock of GAB Robins Aviation Limited, a U.K.-based international aviation loss adjusting and claims management provider, for $3,672,000 , bringing its total ownership interest to 95% . The Company acquired its initial 59% ownership interest in GAB Robins Aviation Limited through its acquisition of GAB Robins and, because of its controlling financial interest, the Company consolidated the results of GAB Robins Aviation Limited before and after the acquisition of the additional interest in the current year. The Company accounted for this subsequent acquisition as an equity transaction in accordance with ASC 810-10, "Consolidation". On July 15, 2014, the Company acquired 100% of the capital stock of Buckley Scott Holdings Limited ("Buckley Scott"), a U.K.-based international construction and engineering adjusting firm, for $3,812,000 . Net assets purchased totaled $1,532,000 , including $488,000 cash acquired. A deferred income tax liability of $473,000 was recognized on the acquired intangible assets. The agreement 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 $1,407,000 . The Company owns 51% of the capital stock of LWI, a specialist loss consulting company based in London which offers onshore and offshore energy expertise. The Company has the right to purchase the 49% noncontrolling interest of LWI for a period of six months beginning in June 2018 for a price to be determined using a seven times multiple of LWI's average earnings before interest, taxes, depreciation and amortization for the 36 months preceding the date the right is exercised. The Company also has the right of first refusal within 30 days to match any offer to acquire the 49% noncontrolling interest. The Company sold its 74.9% ownership interest in Crawford South Africa in February 2014 to the noncontrolling interest holder at net book value. Net assets sold were $2,542,000 , including cash of $1,554,000 . The Company recognized a loss on the disposal of this entity of $474,000 in 2013. The results of Crawford South Africa were not material to the Company. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill The following table shows the changes in the carrying amount of goodwill for the years ended December 31, 2016 and 2015 : U.S. Services International Broadspire Garden City Group Total (In thousands) Balance at December 31, 2014: Goodwill $ 31,829 $ 81,024 $ 151,133 $ 19,599 $ 283,585 Accumulated impairment losses — (567 ) (151,133 ) — (151,700 ) Net goodwill 31,829 80,457 — 19,599 131,885 2015 Activity: Goodwill of acquired businesses — 19,046 — — 19,046 Impairment of goodwill (5,465 ) (43,849 ) — — (49,314 ) Other activity (1) — 668 — — 668 Foreign currency effects — (6,669 ) — — (6,669 ) Balance at December 31, 2015: Goodwill 31,829 94,069 151,133 19,599 296,630 Accumulated impairment losses (5,465 ) (44,416 ) (151,133 ) — (201,014 ) Net goodwill 26,364 49,653 — 19,599 95,616 2016 Activity: Other activity (1) — (531 ) — — (531 ) Foreign currency effects — (3,335 ) — — (3,335 ) Balance at December 31, 2016: Goodwill 31,829 90,203 151,133 19,599 292,764 Accumulated impairment losses (5,465 ) (44,416 ) (151,133 ) — (201,014 ) Net goodwill $ 26,364 $ 45,787 $ — $ 19,599 $ 91,750 (1) "Other activity" primarily relates to adjustments for deferred taxes acquired in connection with prior period business combinations. The Company recognized goodwill impairments in the U.S. Services and International reporting units of $5,465,000 and $43,849,000 , respectively during the year ended December 31, 2015. Intangible Assets The following is a summary of finite-lived intangible assets acquired through business acquisitions as of December 31, 2016 and 2015 : Gross Carrying Amount Accumulated Amortization Net Carrying Value Weighted-Average Amortization Period (In thousands, except years) December 31, 2016: Customer relationships $ 122,403 $ (66,281 ) $ 56,122 6.7 years Technology-based 5,913 (5,913 ) — 0.0 years Trade name 1,697 (1,639 ) 58 0.1 years Total $ 130,013 $ (73,833 ) $ 56,180 6.1 years December 31, 2015: Customer relationships $ 130,964 $ (58,685 ) $ 72,279 8.0 years Technology-based 5,913 (5,536 ) 377 0.5 years Trade name 2,098 (1,068 ) 1,030 1.1 years Total $ 138,975 $ (65,289 ) $ 73,686 6.9 years Amortization of finite-lived intangible assets was $9,969,000 , $10,410,000 , and $7,084,000 for the years ended December 31, 2016 , 2015 , and 2014 , respectively. For the years ended December 31, 2016 , 2015 , and 2014 , amortization expense for finite-lived customer relationships and trade name intangible assets in the amounts of $9,592,000 , $9,668,000 , and $6,341,000 , respectively, were excluded from segment operating earnings (see Note 13, "Segment and Geographic Information"). The amortization expense for the technology-based intangible assets is included in segment operating earnings. Intangible assets subject to amortization are amortized on a straight-line basis over lives ranging from 2 to 15 years. At December 31, 2016 , annual estimated aggregate amortization expense for intangible assets subject to amortization is as follows: Annual Amortization Expense Year Ending December 31, (In thousands) 2017 $ 8,381 2018 8,317 2019 8,317 2020 8,267 2021 7,257 The following is a summary of indefinite-lived intangible assets at December 31, 2016 and 2015 : Gross Carrying Amount Accumulated Impairments Net Carrying Value (In thousands) December 31, 2016: Trade names $ 31,351 $ (600 ) $ 30,751 December 31, 2015: Trade names $ 31,775 $ (600 ) $ 31,175 |
Short-Term and Long-Term Debt,
Short-Term and Long-Term Debt, Including Capital Leases | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Short-Term and Long-Term Debt, Including Capital Leases | Short-Term and Long-Term Debt, Including Capital Leases Long-term debt consisted of the following at December 31, 2016 and 2015 : December 31, 2016 2015 (In thousands) Credit Facility $ 186,196 $ 243,667 Capital lease obligations 1,818 3,615 Total long-term debt and capital leases 188,014 247,282 Less: portion of Credit Facility classified as short-term (30 ) (19,958 ) Less: current installments of capital leases (982 ) (1,959 ) Total long-term debt and capital leases, less current installments $ 187,002 $ 225,365 The Company, its subsidiaries Crawford & Company Risk Services Investments Limited (the "UK Borrower"), Crawford & Company (Canada) Inc. (the "Canadian Borrower") and Crawford & Company (Australia) Pty. Ltd. (the "Australian Borrower") (the Company, together with such subsidiaries, as borrowers, the "Borrowers"), the Company's guarantor subsidiaries party thereto, Wells Fargo Bank, National Association, as administrative agent and a lender ("Wells Fargo"), and the other lenders party thereto (together with Wells Fargo, the "Lenders"), are party to a Credit Agreement, dated as of December 8, 2011 (as amended, the "Credit Facility"). On November 28, 2014, the Credit Facility was amended to provide the Company the ability to complete the December 1, 2014 acquisition of GAB Robins and to make certain other technical amendments. The Credit Facility consists of a $400.0 million revolving credit facility, with a letter of credit subfacility of $100.0 million . The Credit Facility contains sublimits of $185.0 million for borrowings by the UK Borrower, $40.0 million for borrowings by the Canadian Borrower, and $15.0 million for borrowings by the Australian Borrower. The Credit Facility matures, and all amounts outstanding thereunder, will be due and payable on November 25, 2018. On November 5, 2015, Crawford, certain of its subsidiaries, Wells Fargo and the other signatories thereto entered into the Fifth Amendment to the Credit Agreement (the "2015 Amendment"). Pursuant to the 2015 Amendment, among other things, the definition of Consolidated EBITDA was revised to exclude certain restructuring charges, not to exceed $27,000,000 in 2015 and $13,000,000 in 2016, and $38,000,000 in the aggregate. Additionally, the maximum leverage ratio and minimum fixed charge ratio with which the Company must comply were amended as described below. The 2015 Amendment also allowed for the disposition of immaterial foreign subsidiaries with a book value not to exceed $15,000,000 in the aggregate. Borrowings under the Credit Facility may be made in U.S. dollars, Euros, the currencies of Canada, Japan, Australia or United Kingdom and, subject to the terms of the Credit Facility, other currencies. Borrowings under the Credit Facility bear interest, at the option of the applicable Borrower, based on the Base Rate (as defined below) or the London Interbank Offered Rate ("LIBOR"), in each case plus an applicable interest margin based on the Company's leverage ratio (as defined below), provided that borrowings in foreign currencies may bear interest based on LIBOR only. The interest margin for LIBOR loans ranges from 1.50% to 2.25% and for Base Rate loans ranges from 0.50% to 1.25% . Base Rate is defined as the highest of (i) the Federal Funds Rate, as published by the Federal Reserve Bank of New York, plus 1/2 of 1% , (ii) the prime commercial lending rate of the Administrative Agent and (iii) LIBOR for a one month interest period plus 1.0% . At December 31, 2016 and 2015 , a total of $186,196,000 and $243,667,000 , respectively, was outstanding under the Credit Facility. In addition, undrawn commitments under letters of credit totaling $14,809,000 and $17,211,000 were outstanding at December 31, 2016 and 2015 , respectively, under the letters of credit subfacility of the Credit Facility. These letter of credit commitments were for the Company's own obligations. Including the amounts committed under the letters of credit subfacility, the available borrowing capacity under the Credit Facility totaled $198,477,000 and $142,413,000 at December 31, 2016 and 2015 , respectively. The obligations of the Borrowers under the Credit Facility are guaranteed by each existing domestic subsidiary of the Company and certain existing material foreign subsidiaries of the Company that are disregarded entities for U.S. income tax purposes (each a "Disregarded Foreign Entity"). Such obligations are required to be guaranteed by each subsequently acquired or formed material domestic subsidiary and Disregarded Foreign Entity (each, a "Guarantor"), and the obligations of the Foreign Borrowers are also guaranteed by the Company. In addition, the Borrowers' obligations under the Credit Facility are secured by a first priority lien on substantially all of the personal property of the Company and the Guarantors, including, without limitation, intellectual property, 100% of the capital stock of the Company's and the Guarantors' present and future domestic subsidiaries and 65% of the voting stock and 100% of the non-voting stock issued by any present and future first-tier material foreign subsidiary of the Company or any Guarantor. In addition, the obligations of the Foreign Borrowers are secured by a first priority lien on 100% of the capital stock of the Foreign Borrowers. The representations, covenants and events of default in the Credit Facility are customary for financing transactions of this nature, including required compliance with a minimum fixed charge coverage ratio and a maximum leverage ratio (each as defined below). Under the Credit Facility as amended in 2015, the fixed charge coverage ratio, defined as the ratio of (i)(A) consolidated earnings before interest expense, income taxes, depreciation, amortization, stock-based compensation expense, and certain other charges and expenses ("EBITDA") minus (B) aggregate income taxes to the extent paid in cash minus (C) unfinanced capital expenditures to (ii) the sum of: (A) consolidated interest expense to the extent paid (or required to be paid) in cash, plus (B) the aggregate of all scheduled payments of principal on funded debt (including the principal component of payments made in respect of capital lease obligations) required to have been made (whether or not such payments are actually made), plus (C) the aggregate of all restricted payments (as defined) paid, plus (D) the aggregate of all earnouts paid or required to be paid, must not be less than 1.25 to 1.00 for the four -quarter period ending at the end of each fiscal quarter. Also under the Credit Facility as amended in 2015, the leverage ratio, as of the last day of any fiscal quarter, defined as the ratio of (i) consolidated total funded debt minus unrestricted cash to (ii) consolidated EBITDA, must not be greater 3.50 to 1.00 for fiscal quarters ending December 31, 2016 through September 30, 2017 and 3.25 to 1.00 for fiscal quarters thereafter. At December 31, 2016 , the Company was in compliance with the financial covenants under the Credit Facility. If the Company does not meet the covenant requirements in the future, it would be in default under the Credit Facility. Upon the occurrence of an event of default, the lenders may terminate the loan commitments, accelerate all loans and exercise any of their rights under the Credit Facility and ancillary loan documents. Short-term borrowings under the Credit Facility totaled $30,000 and $19,958,000 at December 31, 2016 and 2015 , respectively. The Company expects, but is not required, to repay all of such short-term borrowings at December 31, 2016 in 2017. The Company's capital leases are primarily comprised of equipment leases with terms ranging from 24 to 60 months. Interest expense, including any impact from the Company's cross currency basis swap through its termination date and amortization of capitalized loan costs, on the Company's short-term and long-term borrowings was $9,934,000 , $8,983,000 , and $6,812,000 for the years ended December 31, 2016 , 2015 , and 2014 , respectively. The increase in 2016 is due to higher average borrowings during the first part of 2016 and an increase in interest rates. Interest paid on the Company's short-term and long-term borrowings was $8,451,000 , $7,973,000 , and $5,880,000 for the years ended December 31, 2016 , 2015 , and 2014 , respectively. Principal repayments of long-term debt, including current portions and capital leases, as of December 31, 2016 are expected to be as follows, assuming no prepayments or extensions beyond the stated maturity: Long-term Debt Capital Lease Obligations Total Year Ending December 31, (In thousands) 2017 $ 30 $ 982 $ 1,012 2018 186,166 549 186,715 2019 — 205 205 2020 — 56 56 2021 — 26 26 Total $ 186,196 $ 1,818 $ 188,014 |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Dec. 31, 2016 | |
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 CAD 34,749,000 as an economic hedge to an intercompany note payable to the U.S. parent by a Canadian subsidiary. The cross currency basis swap required the Canadian subsidiary to deliver quarterly payments of CAD 589,000 to the counterparty and entitled the U.S. parent to receive quarterly payments of U.S. $593,000 . The Canadian subsidiary also made interest payments to the counterparty based on 3-month Canada Bankers Acceptances plus a spread, and the U.S. parent received payments based on U.S. 3-month LIBOR. The cross currency basis swap had a scheduled expiration date of September 30, 2025. The Company elected not to 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, were recorded as gains or losses in "Selling, general, and administrative expenses" in the Company's Consolidated Statements of Operations over the term of the swap and substantially offset one another prior to the settlement defined below. The changes in the fair value of the cross currency basis swap did not exactly offset changes in the value of the intercompany note, as the fair value of this swap was determined based on forward rates while the value of the intercompany note was determined based on end of period spot rates. The net gains and losses for the swap historically were not significant. During September 2016, the Company entered into a transaction ("settlement") in which the Canadian subsidiary repaid the intercompany note payable to the U.S. parent and the Company terminated the cross currency basis swap. In connection with the settlement, the Company received proceeds of $4,100,000 in exchange for terminating the cross currency basis swap. For the year ended December 31, 2016 , the Company recognized a net loss of $585,000 due to changes in the fair value of the cross currency basis swap, the value of the intercompany note, and on the settlement. A net loss was recognized on the settlement due to a change in the forward rates used to value the cross currency basis swap which was not substantially offset by the change in the value of the intercompany note based on the spot rate on the day of the settlement. |
Commitments Under Operating Lea
Commitments Under Operating Leases | 12 Months Ended |
Dec. 31, 2016 | |
Leases, Operating [Abstract] | |
Commitments Under Operating Leases | Commitments Under Operating Leases The Company and its subsidiaries lease certain office space, computer equipment, and automobiles under operating leases. For office leases that contain scheduled rent increases or rent concessions, the Company recognizes monthly rent expense based on a calculated average monthly rent amount that considers the rent increases and rent concessions over the life of the lease term. Leasehold improvements of a capital nature that are made to leased office space under operating leases are amortized over the shorter of the term of the lease or the estimated useful life of the improvement. License and maintenance costs related to leased vehicles are paid by the Company and are expensed as incurred. Rental expenses, net of amortization of any incentives provided by lessors, for operating leases consisted of the following: Year Ended December 31, 2016 2015 2014 (In thousands) Office space $ 43,245 $ 44,577 $ 43,277 Automobiles 6,043 7,319 7,615 Computers and equipment 111 13 378 Total operating leases $ 49,399 $ 51,909 $ 51,270 At December 31, 2016 , future minimum payments under non-cancelable operating leases with terms of more than 12 months were as follows: Year Ending December 31, (In thousands) 2017 $ 41,099 2018 29,498 2019 26,735 2020 20,500 2021 17,773 2022 and Thereafter 33,620 Where applicable, the amounts above include sales taxes. Significant Operating Leases and Subleases Effective October 10, 2016 , the Company entered into a 13 -year operating lease for approximately 109,000 square feet of office space in Atlanta, Georgia, as a replacement and consolidation for its Atlanta Support Center beginning late 2017. The Company has future total lease payments associated with this lease of approximately $31,500,000 . Additionally, the Company is responsible for certain related property operating expenses above 2018 base year costs, which are excluded from the table above. Effective June 24, 2015 , the Company entered into 10 -year operating leases for approximately 16,000 square feet of office space in London, England , for its International segment as a replacement and consolidation of certain of its London facilities. The Company has total lease payments associated with the leases of approximately $9,100,000 subject to market rate adjustments on the fifth anniversary of the lease commitment date. Additionally, the Company is responsible for certain value-added taxes and operating expenses, which are excluded from the table above. In November 2014 , the Company entered into an amendment and extension of an existing lease, resulting in a 7 years, 5 months operating lease agreement for approximately 50,000 square feet of office space in Jacksonville, FL , for its U.S. Contractor Connection service line in its U.S. Services segment. The amended lease on the expanded premises began January 1, 2015. Total lease payments over the remaining lease term are approximately $4,106,000 . Additionally, the Company is responsible for certain related real estate taxes and operating expenses, which are excluded from the table above. In January 2013 , the Company entered into a 10 -year operating lease for approximately 24,000 square feet of office space in Berkeley Heights, NJ , primarily for its Broadspire segment. The lease began July 1, 2013. Total lease payments over the remaining lease term are approximately $4,703,000 . Additionally, the Company is responsible for certain related real estate taxes and operating expenses, which are excluded from the table above. Effective May 1, 2012 , the Company entered into a 10 -year operating lease for the lease of approximately 45,000 square feet of office space in Seattle, Washington for its Garden City Group segment. Total lease payments over the remaining lease term are approximately $7,484,000 . Additionally, the Company is responsible for certain related real estate taxes and operating expenses, which are excluded from the table above. On March 16, 2010 , the Company entered into an 11 -year operating lease for the lease of approximately 44,000 square feet of office space in Lake Success, New York, for use as its Garden City Group segment's corporate headquarters. The lease, as amended, includes a total of approximately 47,000 square feet. Total lease payments over the remaining lease term are approximately $8,573,000 . Additionally, the Company is responsible for certain related real estate taxes and operating expenses, which are excluded from the table above. Effective February 9, 2010 , the Company entered into a 10 -year operating lease for approximately 64,000 square feet of office space in Sunrise, Florida, primarily for its Broadspire segment as a replacement for the subleased space in Plantation, Florida described below. Total lease payments over the remaining lease term are approximately $4,465,000 . Additionally, the Company is responsible for certain related real estate taxes and other expenses, which are excluded from the table above. Effective August 1, 2006 , the Company entered into an 11 -year operating lease for approximately 160,000 square feet of office space in Atlanta, Georgia for use as the Company's corporate headquarters. Total lease payments over the remaining lease term are approximately $3,961,000 . Additionally, the Company is responsible for certain related property operating expenses, which are excluded from the table above. Included in the acquired commitments of Broadspire Management Services, Inc. was a long-term operating lease for a two -building office complex in Plantation, Florida. The term of this lease ends in December 2021. Total lease payments over the remaining lease term are approximately $22,363,000 . All of the office space was subleased at December 31, 2016 . Under executed sublease arrangements at December 31, 2016 , the sublessors are obligated to pay the Company minimum sublease payments as follows: Year Ending December 31, (In thousands) 2017 $ 3,569 2018 4,057 2019 4,146 2020 4,238 2021 4,332 Total minimum sublease payments to be received $ 20,342 One of the sublease agreements is for three of the four floors of one of the leased buildings in Plantation, Florida; this lease expires in December 2021. The remaining floor was subleased through the remaining lease term during 2016. The other sublease is for an entire building and expires in December 2021. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income (loss) before income taxes consisted of the following: Year Ended December 31, 2016 2015 2014 (In thousands) U.S. $ 33,051 $ 22,414 $ 40,840 Foreign 30,190 (54,187 ) 19,048 Income (loss) before income taxes $ 63,241 $ (31,773 ) $ 59,888 The provision for income taxes consisted of the following: Year Ended December 31, 2016 2015 2014 (In thousands) Current: U.S. federal and state $ 5,196 $ 5,716 $ 4,867 Foreign 9,838 3,996 8,724 Deferred: U.S. federal and state 9,788 5,786 13,645 Foreign 743 (1,666 ) 1,544 Provision for income taxes $ 25,565 $ 13,832 $ 28,780 Net cash payments for income taxes were $16,170,000 , $9,690,000 , and $13,017,000 in 2016 , 2015 , and 2014 , respectively. The provision for income taxes is reconciled to the federal statutory income tax rate of 35% as follows: Year Ended December 31, 2016 2015 2014 (In thousands) Federal income taxes at statutory rate $ 22,134 $ (11,121 ) $ 20,961 State income taxes, net of federal benefit 2,280 1,872 1,975 Goodwill impairment — 15,824 — Foreign taxes 2,273 3,804 1,544 Change in valuation allowance (2,196 ) 3,643 3,023 Research and development credits (429 ) (1,912 ) (266 ) Foreign tax credits (865 ) (651 ) (1,043 ) Nondeductible meals and entertainment 1,111 1,441 1,662 Tax rate changes (71 ) 412 1,002 Other 1,328 520 (78 ) Provision for income taxes $ 25,565 $ 13,832 $ 28,780 The Company's consolidated effective income tax rate may change periodically due to changes in enacted statutory tax rates, changes in tax law or policy, changes in the composition of taxable income from the countries in which it operates, the Company's ability to utilize net operating loss and tax credit carryforwards, and changes in unrecognized tax benefits. The Company's 2015 effective income tax rate was distortive, primarily due to the largely nondeductible non-cash goodwill impairment charge, the Company's inability to recognize tax benefits for certain international net operating losses, and fluctuations in the mix of income earned. Additionally, 2015 losses in certain operations, including losses due to restructuring and special charges, were in jurisdictions with lower tax rates or where the losses are unable to be benefited. The Company generally does not provide for additional U.S. and foreign income taxes on undistributed earnings of foreign subsidiaries because they are considered to be indefinitely reinvested. The Company's intent is for such earnings to be reinvested by the subsidiaries or to be repatriated only when it would be tax effective through the utilization of foreign tax credits. An exception to this general policy could occur if a very unusual event or project generated profits significantly in excess of ongoing business reinvestment needs. If such an event occurs, the Company would analyze its anticipated investment needs in that region and provide for U.S. taxes for earnings that are not expected to be permanently reinvested. All historical earnings and future foreign earnings needed for business reinvestment needs will remain permanently reinvested and will be used to provide working capital for these operations, fund defined benefit pension plan obligations, repay non-U.S. debt, fund capital improvements, and fund future acquisitions. At December 31, 2016 , undistributed earnings approximated $170,000,000 . Determination of the deferred income tax liability on these undistributed earnings is not practicable since such liability, if any, is dependent on circumstances existing when remittance occurs. Deferred income taxes consisted of the following at December 31, 2016 and 2015 : 2016 2015 (In thousands) Accrued compensation $ 13,862 $ 12,057 Accrued pension liabilities 33,295 42,485 Self-insured risks 9,304 9,999 Deferred revenues 9,949 10,725 Accrued rent 1,511 1,804 Interest 5,258 6,178 Tax credit carryforwards 24,784 32,232 Loss carryforwards 23,518 27,123 Other 895 3,099 Gross deferred income tax assets 122,376 145,702 Accounts receivable allowance 6,148 6,300 Unbilled revenues 13,917 12,143 Depreciation and amortization 58,985 63,775 Other post-retirement benefits 235 294 Gross deferred income tax liabilities 79,285 82,512 Net deferred income tax assets before valuation allowance 43,091 63,190 Valuation allowance (14,498 ) (17,204 ) Net deferred income tax assets $ 28,593 $ 45,986 Amounts recognized in the Consolidated Balance Sheets consist of : Long-term deferred income tax assets included in "Deferred income tax assets" 30,379 47,371 Long-term deferred income tax liabilities included in "Other noncurrent liabilities" (1,786 ) (1,385 ) Net deferred income tax assets $ 28,593 $ 45,986 At December 31, 2016 , the Company had deferred tax assets related to loss carryforwards of $24,928,000 , before netting of unrecognized tax benefits of $739,000 and stock-based compensation attributes of $671,000 . An estimated $15,743,000 of the deferred tax assets will not expire, and $9,185,000 will expire over the next 20 years if not utilized by the Company. Changes in the Company's deferred tax valuation allowance are recorded as adjustments to the provision for income taxes. An analysis of the Company's deferred tax asset valuation allowances is as follows for the years ended December 31, 2016 , 2015 , and 2014 . 2016 2015 2014 (In thousands) Balance, beginning of year $ 17,204 $ 15,231 $ 12,518 Other changes (2,706 ) 1,973 2,713 Balance, end of year $ 14,498 $ 17,204 $ 15,231 Changes to the valuation allowance for the year ended December 31, 2016 were primarily due to release of valuation allowances based on expected utilization of deferred tax assets. For the years ended December 31, 2015, and 2014 the changes were primarily due to losses in certain of the Company's international operations. A reconciliation of the beginning and ending balance of unrecognized income tax benefits follows: (In thousands) Balance at December 31, 2013 $ 7,924 Reductions for tax positions related to the current year (1,664 ) Additions for tax positions related to prior years $ 49 Lapses of applicable statutes of limitation (412 ) Balance at December 31, 2014 5,897 Additions for tax provisions related to the current year 229 Reductions for tax positions related to prior years $ (2,224 ) Additions for tax positions related to prior years 2,349 Lapses of applicable statutes of limitation $ (64 ) Balance at December 31, 2015 6,187 Additions for tax provisions related to the current year 159 Reductions for tax positions related to prior years (989 ) Additions for tax positions related to prior years 278 Lapses of applicable statutes of limitation (166 ) Balance at December 31, 2016 $ 5,469 The Company accrues interest and, if applicable, penalties related to unrecognized tax benefits in income taxes. Total accrued interest expense at December 31, 2016 , 2015 , and 2014 , was $155,000 , $31,000 , and $104,000 , respectively. Included in the total unrecognized tax benefits at December 31, 2016 , 2015 , and 2014 were $3,332,000 , $3,899,000 , and $2,475,000 , respectively, of tax benefits that, if recognized, would affect the effective income tax rate. The Company conducts business in a number of countries and, as a result, files U.S. federal and various state and foreign jurisdiction income tax returns. In the normal course of business, the Company is subject to examination by various taxing jurisdictions throughout the world, including Canada, the U.K., and the U.S. With few exceptions, the Company is no longer subject to income tax examinations for years before 2004. Although the outcome of tax audits is always uncertain, the Company believes that adequate amounts of tax, including interest and penalties, have been provided for any adjustments that are expected to result from those years. The Company expects $1,200,000 in reductions to unrecognized income tax benefits within the next 12 months as a result of projected resolutions of income tax uncertainties. |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Retirement Plans | Retirement Plans The Company and its subsidiaries sponsor various retirement plans. Substantially all employees in the U.S. and certain employees outside the U.S. are covered under the Company's defined contribution plans. Certain employees, retirees, and eligible dependents are also covered under the Company's defined benefit pension plans. Employer contributions under the Company's defined contribution plans are determined annually based on employee contributions, a percentage of each covered employee's compensation, and years of service. The Company's cost for defined contribution plans totaled $23,952,000 , $23,652,000 , and $24,249,000 in 2016 , 2015 , and 2014 , respectively. The Company sponsors a qualified defined benefit pension plan in the U.S. (the "U.S. Qualified Plan") and three defined benefit pension plans in the U.K. (the "U.K. Plans"). Effective December 31, 2002, the Company elected to freeze its U.S. Qualified Plan. Benefits payable under the Company's U.S. Qualified Plan are generally based on career compensation; however, no additional benefits have accrued on this plan since December 31, 2002. The Company's U.K. Plans were closed to new participants as of October 31, 1997, but existing participants may still accrue additional limited benefits based on salary amounts in effect at the time the relevant plan was closed. Benefits payable under the U.K. Plans are generally based on an employee's final salary at the time the plan was closed. Benefits paid under the U.K. Plans are also subject to adjustments for the effects of inflation. The actuarial present value of the projected benefit payments under the U.K. Plans are based on the employees' expected dates of separation by retirement. The Bipartisan Budget Act of 2015 ("BBA2015") included pension funding reform which greatly reduced the contributions required to the U.S. Qualified Plan. Required contributions are anticipated in future years as the impact of the BBA2015 pension funding reform is phased out. Currently, Crawford plans to contribute $9,000,000 per annum to the U.S. Qualified Plan for the next three fiscal years to improve the funded status of the plan and minimize future required contributions. The Company expects to make contributions of approximately $9,000,000 to its U.S. Qualified Plan and $5,100,000 to its U.K. Plans in 2017 . Certain other employees located in the Netherlands, Norway, Germany, and the Philippines (referred to herein as the "other international plans") have retirement benefits that are accounted for as defined benefit pension plans under GAAP. During 2015 , a majority of the employees covered under the defined benefit pension plan in the Netherlands elected to convert to a newly created defined contribution plan effective January 1, 2015. This was accounted for in 2015 as a curtailment of the defined benefit pension plan which resulted in the reduction of the projected benefit obligation in the amount of $5,500,000 , a reduction of the deferred tax asset of $1,400,000 , and a reduction in accumulated other comprehensive loss of $4,100,000 . This change resulted in a reduction in Net Periodic Pension Costs of $673,000 in 2015 . This reduction was substantially offset by an increase in defined contribution expense. External trusts are maintained to hold assets of the Company's U.S. Qualified Plan, U.K. Plans, and other international plans. The Company's funding policy is to make cash contributions in amounts at least sufficient to meet regulatory funding requirements and, in certain instances, to make contributions in excess thereof if such contributions would otherwise be in accordance with the Company's capital allocation plans. Assets of the plans are measured at fair value at the end of each reporting period, but the plan assets are not recorded on the Company's Consolidated Balance Sheets. Instead, the funded or unfunded status of the Company's U.S. Qualified Plan, U.K. Plans, and other international plans are recorded in "Accrued pension liabilities" or "Other noncurrent assets" on the Company's Consolidated Balance Sheets based on the projected benefit obligations less the fair values of the plans' assets. The majority of the Company's defined benefit pension plans have projected benefit obligations in excess of the fair value of plan assets. For these plans, the projected benefit obligations and the fair value of plan assets were as follows as of December 31, 2016 and 2015 : December 31, 2016 2015 (In thousands) Projected benefit obligations $ 520,906 $ 538,507 Fair value of plans' assets 412,205 413,204 Certain of the Company's U.K. Plans have fair values of plan assets that exceed the projected benefit obligations. For these plans, the projected benefit obligations and the fair value of plan assets were as follows as of December 31, 2016 and 2015 : December 31, 2016 2015 (In thousands) Projected benefit obligations $ 243,661 $ 261,186 Fair value of plans' assets 265,253 276,295 In addition, the Company sponsors two frozen nonqualified, unfunded defined benefit pension plans for certain employees and retirees, which are based on career compensation. These plans were frozen effective December 31, 2002. The liabilities of these plans, which equal their projected benefit obligations, are included in "Other accrued liabilities" and "Other noncurrent liabilities" on the Company's Consolidated Balance Sheets based on the expected timing of funding these obligations, since they are funded as needed from Company assets. A reconciliation of the beginning and ending balances of the projected benefit obligations and the fair value of plans' assets for the Company's defined benefit pension plans as of the plans' most recent measurement dates is as follows: Year Ended December 31, 2016 2015 (In thousands) Projected Benefit Obligations: Beginning of measurement period $ 799,693 $ 868,747 Service cost 1,218 1,698 Interest cost 30,129 32,655 Employee contributions 86 187 Actuarial loss (gain) 51,859 (31,078 ) Plan curtailments — (5,490 ) Benefits paid (63,537 ) (52,187 ) Foreign currency effects (54,881 ) (14,839 ) End of measurement period 764,567 799,693 Fair Value of Plans' Assets: Beginning of measurement period 689,499 725,770 Actual return on plans' assets 94,750 12,863 Employer contributions 14,727 16,600 Employee contributions 86 187 Benefits paid (63,537 ) (52,187 ) Foreign currency effects (58,067 ) (13,734 ) End of measurement period 677,458 689,499 Unfunded Status $ (87,109 ) $ (110,194 ) Due to the frozen status of the U.S. Qualified Plan and the closed status of the U.K. Plans, the accumulated benefit obligations and the projected benefit obligations are not materially different. The underfunded status of the Company's defined benefit pension plans recognized in the Consolidated Balance Sheets at December 31 consisted of: December 31, 2016 2015 (In thousands) U.S. Qualified Plan $ 103,545 $ 120,542 U.K. Plans — — Other international plans 1,630 1,190 Subtotal, included in "Accrued pension liabilities" 105,175 121,732 Prepaid pension asset included in "Other noncurrent assets" (21,591 ) (15,109 ) Unfunded status of nonqualified defined benefit deferred pension plans included in "Other accrued liabilities" 320 322 Unfunded status of nonqualified defined benefit pension plans included in "Other noncurrent liabilities" 3,205 3,249 Total unfunded status $ 87,109 $ 110,194 Accumulated other comprehensive loss, before income taxes $ (279,422 ) $ (309,120 ) A fixed number of U.S. employees, retirees, and eligible dependents were previously covered under a frozen post-retirement medical benefits plan and are now provided Company-subsidized premiums for participation in health care exchanges. The liabilities for this plan are included in the Company's self-insured risks liabilities and are not material. This plan was frozen effective December 31, 2002. The following tables set forth the 2016 and 2015 changes in accumulated other comprehensive loss for the Company's defined benefit retirement plans and post-retirement medical benefits plan on a combined basis: Defined Benefit Pension Plans Post-Retirement Medical Benefits Plan (In thousands) Net unrecognized actuarial (loss) gain, December 31, 2014 $ (334,661 ) $ 912 Amortization of net loss (gain) 14,223 (152 ) Net gain arising during the year 7,439 — Currency translation 3,119 — Net unrecognized actuarial (loss) gain, December 31, 2015 (309,880 ) 760 Amortization of net loss (gain) 13,338 (152 ) Net gain arising during the year 6,183 — Currency translation 10,329 — Net unrecognized actuarial (loss) gain, December 31, 2016 $ (280,030 ) $ 608 Unrecognized losses reflect changes in the discount rates and differences between expected and actual asset returns, which are being amortized over future periods. These unrecognized losses may be recovered in future periods through actuarial gains. However, unless the minimum amount required to be amortized is below a corridor amount equal to 10.0% of the greater of the projected benefit obligation or the market-related value of plan assets, these unrecognized actuarial losses are required to be amortized and recognized in future periods. Net unrecognized actuarial losses included in accumulated other comprehensive loss and expected to be recognized in net periodic benefit costs during the year ending December 31, 2017 for the U.S. and U.K. defined benefit pension plans are $10,798,000 ( $6,904,000 net of tax). Pension expense is affected by the accounting policy used to determine the value of plan assets at the measurement date. The Company applies the expected return on plan assets using fair market value as of the annual measurement date. The fair market value method results in greater volatility to pension expense than the calculated value method. The amounts recognized in the Consolidated Balance Sheets reflect a snapshot of the state of the Company's long-term pension liabilities at the plan measurement date and the effect of mark-to-market accounting on plan assets. Net periodic benefit cost related to all of the Company's defined benefit pension plans recognized in the Company's Consolidated Statements of Operations for the years ended December 31, 2016 , 2015 , and 2014 included the following components: Year Ended December 31, 2016 2015 2014 (In thousands) Service cost $ 1,218 $ 1,698 $ 2,667 Interest cost 30,129 32,655 35,270 Expected return on assets (36,406 ) (41,710 ) (45,481 ) Amortization of actuarial loss 12,840 13,371 11,828 Net periodic benefit cost $ 7,781 $ 6,014 $ 4,284 Benefit cost for the U.S. Qualified Plan does not include service cost since the plan is frozen. Over the next ten years, the following benefit payments are expected to be required to be made from the Company's U.S. and U.K. defined benefit pension plans: Year Ending December 31, Expected Benefit Payments (In thousands) 2017 $ 41,661 2018 42,277 2019 42,796 2020 43,285 2021 43,584 2022-2026 219,194 The Company reviews its employee demographic assumptions annually and updates the assumptions as necessary. During 2015, the Company revised the mortality assumptions for the U.S. plans to incorporate the new set of mortality tables issued by the Society of Actuaries, adjusted to reflect the Company's specific experience and future expectations. This resulted in a $7,200,000 decrease in the projected benefit obligation for the U.S. plans. Certain assumptions used in computing the benefit obligations and net periodic benefit cost for the U.S. and U.K. defined benefit pension plans were as follows: U.S. Qualified Plan: 2016 2015 Discount rate used to compute benefit obligations 4.15 % 4.40 % Discount rate used to compute periodic benefit cost 4.40 % 4.06 % Expected long-term rates of return on plans' assets 6.50 % 6.50 % U.K. Defined Benefit Plans: 2016 2015 Discount rate used to compute benefit obligations 2.65 % 3.85 % Discount rate used to compute periodic benefit cost 3.85 % 3.90 % Expected long-term rates of return on plans' assets 5.85 % 5.60 % The discount rate assumptions reflect the rates at which the Company believes the benefit obligations could be effectively settled. The discount rates were determined based on the yield for a portfolio of investment grade corporate bonds with maturity dates matched to the estimated future payments of the plans' benefit obligations. Beginning with the December 31, 2016 measurement, the Company changed the method used to estimate the service and interest components of net periodic benefit cost for its U.S. and international pension and other postretirement benefits. This new estimation approach discounts the individual expected cash flows underlying the service cost and interest cost using the applicable spot rates derived from the yield curve used to discount the cash flows used to measure the benefit obligation. Historically, the Company estimated these service and interest cost components utilizing a single weighted-average discount rate derived from the yield curve used to measure the benefit obligation at the beginning of the period. The Company has made this change to provide a more precise measurement of service and interest costs by improving the correlation between projected benefit cash flows to the corresponding spot yield curve rates. The Company has accounted for this change as a change in accounting estimate that is inseparable from a change in accounting principle and accordingly has accounted for it prospectively. While the benefit obligation measured under this approach is unchanged, the more granular application of the spot rates will reduce the service and interest cost for the pension plans for fiscal 2017 by an estimated $4,200,000 . The Company does not expect this change will have a material effect in periods beyond 2017. For the pension plans, the weighted average spot rates used to determine service and interest costs were 3.48% for the U.S. Qualified plan and 2.71% for the U.K. plans. The expected long-term rates of return on plan assets were based on the plans' asset mix, historical returns on equity securities and fixed income investments, and an assessment of expected future returns. The expected long-term rates of return on plan assets assumption used to determine 2017 net periodic pension cost are estimated to be 6.30% and 5.85% for the U.S.Qualified Plan and U.K. plans, respectively. If actual long-term rates of return differ from those assumed or if the Company used materially different assumptions, actual funding obligations could differ materially from these estimates. Due to the frozen status of the U.S. plan and closed status of the U.K. plans, increases in compensation rates are not material to the computations of benefit obligations or net periodic benefit cost. Plans' Assets Asset allocations at the respective measurement dates, by asset category, for the Company's U.S. and U.K. qualified defined benefit pension plans were as follows: U.S. Qualified Plan U.K. Plans December 31, 2016 2015 2016 2015 Equity securities 30.2 % 28.0 % 26.7 % 24.6 % Fixed income securities 66.7 % 65.8 % 60.1 % 57.9 % Alternative strategies 1.1 % 2.9 % 11.8 % 16.6 % Cash, cash equivalents and short-term investment funds 2.0 % 3.3 % 1.4 % 0.9 % Total asset allocation 100.0 % 100.0 % 100.0 % 100.0 % Investment objectives for the Company's U.S. and U.K. pension plan assets are to ensure availability of funds for payment of plan benefits as they become due; provide for a reasonable amount of long-term growth of capital, without undue exposure to volatility; protect the assets from erosion of purchasing power; and provide investment results that meet or exceed the plans' actuarially assumed long-term rate of return. Alternative strategies include funds that invest in derivative instruments such as futures, forward contracts, options and swaps, and funds that invest in real estate. These investments are used to help manage risks. The long-term goal for the U.S. and U.K. plans is to reach fully-funded status and to maintain that status. The investment policies recognize that the plans' asset return requirements and risk tolerances will change over time. Accordingly, reallocation of the portfolios' mix of return-seeking assets and liability-hedging assets will be performed as the plans' funded status improves. See Note 12, "Fair Value Measurements" for the fair value disclosures of the U.S. and U.K. qualified defined benefit pension plan assets. The assets of the Company's other international plans are primarily insurance contracts, which are measured at contract value and are not measured at fair value. Obligations of the U.S. nonqualified plans are paid from Company assets. |
Common Stock and Earnings (Loss
Common Stock and Earnings (Loss) per Share | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Common Stock and Earnings (Loss) per Share | Common Stock and Earnings (Loss) per Share Shares of the Company's two classes of common stock are traded on the NYSE under the symbols CRD-A and CRD-B, respectively. The Company's two classes of stock are substantially identical, except with respect to voting rights and the Company's ability to pay greater cash dividends on the non-voting Class A Common Stock than on the voting Class B Common Stock, subject to certain limitations. In addition, with respect to mergers or similar transactions, holders of Class A Common Stock must receive the same type and amount of consideration as holders of Class B Common Stock, unless different consideration is approved by the holders of 75% of the Class A Common Stock, voting as a class. As described in Note 11, "Stock-Based Compensation," certain shares of CRD-A are issued with restrictions under incentive compensation plans. The Company's share repurchase authorization, approved in August 2014, provides the Company with the ability to repurchase up to 2,000,000 shares of CRD-A or CRD-B (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 year ended December 31, 2016 no shares of CRD-A or CRD-B were repurchased under the 2014 Repurchase Authorization. During the year ended December 31, 2015, the Company reacquired 517,700 shares of CRD-A at an average cost of $6.62 under the 2014 Repurchase Authorization. No shares of CRD-B were repurchased during the year ended December 31, 2015. At December 31, 2016 , the Company has remaining authorization to repurchase 1,455,300 shares under the 2014 Repurchase Authorization. Net Income (Loss) Attributable to Shareholders of Crawford & Company per Common Share The Company computes earnings (loss) per share of CRD-A and CRD-B using the two-class method, which allocates the undistributed earnings (loss) for 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 CRD-A than on CRD-B, subject to certain limitations. In periods when the dividend is the same for CRD-A and CRD-B or when no dividends are declared or paid to either class, the two-class method generally will yield the same earnings (loss) per share for CRD-A and CRD-B. During 2016 , 2015 and 2014 , the Board of Directors declared a higher dividend on CRD-A than on CRD-B. The computations of basic net income (loss) attributable to shareholders of Crawford & Company per common share were as follows: Year Ended December 31, 2016 2015 2014 CRD-A CRD-B CRD-A CRD-B CRD-A CRD-B (In thousands, except earnings (loss) per share) Earnings (loss) per share - basic: Numerator: Allocation of undistributed earnings (loss) $ 12,432 $ 9,969 $ (32,651 ) $ (26,348 ) $ 10,408 $ 8,499 Dividends paid 8,627 4,938 8,573 4,938 7,273 4,444 Net income (loss) available to common shareholders, basic 21,059 14,907 (24,078 ) (21,410 ) 17,681 12,943 Denominator: Weighted-average common shares outstanding, basic 30,793 24,690 30,596 24,690 30,237 24,690 Earnings (loss) per share - basic $ 0.68 $ 0.60 $ (0.79 ) $ (0.87 ) $ 0.58 $ 0.52 The computations of diluted net income (loss) attributable to shareholders of Crawford & Company per common share were as follows: Year Ended December 31, 2016 2015 2014 CRD-A CRD-B CRD-A CRD-B CRD-A CRD-B (In thousands, except earnings (loss) per share) Earnings (loss) per share - diluted: Numerator: Allocation of undistributed earnings (loss) $ 12,563 $ 9,838 $ (32,651 ) $ (26,348 ) $ 10,522 $ 8,385 Dividends paid 8,627 4,938 8,573 4,938 7,273 4,444 Net income (loss) available to common shareholders, diluted 21,190 14,776 (24,078 ) (21,410 ) 17,795 12,829 Denominator: Weighted-average common shares outstanding, basic 30,793 24,690 30,596 24,690 30,237 24,690 Weighted-average effect of dilutive securities (1) 737 — — — 746 — Weighted-average number of shares outstanding, diluted 31,530 24,690 30,596 24,690 30,983 24,690 Earnings (loss) per share - diluted $ 0.67 $ 0.60 $ (0.79 ) $ (0.87 ) $ 0.57 $ 0.52 (1) For the year ended December 31, 2015, the Company excluded from its loss per share calculations all common share equivalents because their inclusion would have been anti-dilutive. The weighted-average number of these common share equivalents for the year ended December 31, 2015 totaled approximately 494,000 . Listed below are the shares excluded from the denominator in the above computation of diluted earnings (loss) per share for CRD-A because their inclusion would have been antidilutive: Year Ended December 31, 2016 2015 2014 (In thousands) Shares underlying stock options excluded due to the options' respective exercise prices being greater than the average stock price during the period 115 24 — Performance stock grants excluded because performance conditions had not been met (1) — 1,045 1,568 (1) Compensation cost is recognized for these performance stock grants based on expected achievement rates; however no consideration is given for these performance stock grants when calculating earnings per share until the performance measurements are actually achieved. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 12 Months Ended |
Dec. 31, 2016 | |
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. Foreign currency translation adjustments include net unrealized gains (losses) from intra-entity loans that are long-term in nature of $2,547,000 , $(6,894,000) , and $(1,344,000) for the years ended December 31, 2016 , 2015 , and 2014 , respectively. The changes in components of "Accumulated other comprehensive loss" ("AOCL"), net of taxes and noncontrolling interests, included in the Company's Consolidated Balance Sheets were as follows: Foreign currency translation adjustments Retirement liabilities AOCL attributable to shareholders of Crawford & Company (In thousands) Balance at December 31, 2014 $ (4,659 ) $ (217,299 ) $ (221,958 ) Other comprehensive loss before reclassifications (19,688 ) — (19,688 ) Unrealized net gains arising during the year — 8,209 8,209 Amounts reclassified from accumulated other comprehensive income (1) — 10,806 10,806 Net current period other comprehensive (loss) income (19,688 ) 19,015 (673 ) Balance at December 31, 2015 (24,347 ) (198,284 ) (222,631 ) Other comprehensive loss before reclassifications (9,102 ) — (9,102 ) Unrealized net gains arising during the year — 11,337 11,337 Amounts reclassified from accumulated other comprehensive income to net income (1) — 8,623 8,623 Net current period other comprehensive (loss) income (9,102 ) 19,960 10,858 Balance at December 31, 2016 $ (33,449 ) $ (178,324 ) $ (211,773 ) (1) Retirement liabilities reclassified to net income are related to the amortization of actuarial losses and are included in "Selling, general, and administrative expenses" in the Company's Consolidated Statements of Operations. See Note 8, "Retirement Plans" for additional details. As discussed in Note 8, "Retirement Plans," during the year ended December 31, 2015, there was a curtailment of the defined benefit pension plan in the Netherlands which resulted in the reduction of the projected benefit obligation in the amount of $5,500,000 , a reduction of the deferred tax asset of $1,400,000 , and a reduction in accumulated other comprehensive loss of $4,100,000 . Other comprehensive loss amounts attributable to noncontrolling interests shown in the Company's Consolidated Statements of Shareholders' Investment are foreign currency translation adjustments. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Share-based Compensation [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Company has various stock-based incentive compensation plans for its employees and members of its Board of Directors. Only shares of CRD-A can be issued under these plans. The fair value of an equity award is estimated on the grant date without regard to service or performance conditions. The fair value is recognized as compensation expense over the requisite service period for all awards that vest. When recognizing compensation expense, estimates are made for the number of awards that are expected to vest, and subsequent adjustments are made to reflect both changes in the number of shares expected to vest and actual vesting. Compensation expense recognized at the end of any year equals at least the portion of the grant-date value of an award that has vested at that date. The pretax compensation expense recognized for all stock-based compensation plans was $5,252,000 , $3,229,000 , and $1,189,000 for the years ended December 31, 2016 , 2015 , and 2014 , respectively. The total income tax benefit recognized in the Consolidated Statements of Operations for stock-based compensation arrangements was approximately $1,983,000 , $921,000 , and $311,000 for the years ended December 31, 2016 , 2015 , and 2014 , respectively. Some of the Company's stock-based compensation awards are granted under plans which are designed not to be taxable as compensation to the recipient based on tax laws of the U.S. or other applicable country. Accordingly, the Company does not recognize tax benefits on all of its stock-based compensation expense. Adjustments to additional paid-in capital for differences between deductions taken on its income tax returns related to stock-based compensation plans and the related income tax benefits previously recognized for financial reporting purposes were not significant in any year. Stock Options The Company has granted nonqualified and incentive stock options to key employees and directors. All stock options are for shares of CRD-A. Option awards are granted with an exercise price equal to the fair market value of the Company's stock on the date of grant. The Company's stock option plans have been approved by shareholders, and the Company's Board of Directors is authorized to make specific grants of stock options under active plans. Employee stock options typically are subject to graded vesting over three years ( 33% each year) and have a typical life of ten years . Compensation cost for stock options is recognized on an accelerated basis over the requisite service period for the entire award. For the years ended December 31, 2016 , 2015 , and 2014 , compensation expense of $280,000 , $25,000 , and $474,000 , respectively, was recognized for employee stock option awards. A summary of option activity as of December 31, 2016 , 2015 , and 2014 , and changes during each year, is presented below: Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value (In thousands) (In thousands) Outstanding at December 31, 2013 1,660 $ 5.57 5.1 years $ 3,517 Exercised (449 ) 5.11 Forfeited or expired (375 ) 6.51 Outstanding at December 31, 2014 836 5.40 6.7 years 2,647 Exercised (106 ) 5.20 Forfeited or expired (212 ) 5.86 Outstanding at December 31, 2015 518 5.26 5.0 years 8 Granted 250 8.90 Exercised (164 ) 5.08 Forfeited or expired (115 ) 5.20 Outstanding at December 31, 2016 489 $ 7.19 7.0 years $ 1,168 Vested and Exercisable at December 31, 2016 239 $ 5.40 4.5 years $ 973 The weighted average grant date fair value of stock options granted during the year ended December 31, 2016 was $4.11 . No stock options were granted in 2015 or 2014. Options exercised in 2016 , 2015 , and 2014 had an intrinsic value of $752,000 , $199,000 , and $1,622,000 , respectively. The fair value of options that vested in 2016 was $467,000 . The fair value of options that vested in 2015 was $0 . The fair value of options that vested in 2014 was $846,000 . At December 31, 2016 , the unrecognized compensation cost related to unvested employee stock options was $724,000 . Directors' stock options had no unrecognized compensation cost since directors' options vest upon grant, and the grant-date fair values were fully expensed on the grant date. The fair value of each option was estimated on the date of grant using the Black-Scholes-Merton option-pricing formula, with the following weighted average assumptions: 2016 Expected dividend yield 2.75 % Expected volatility 60.02 % Risk-free interest rate 2.50 % Expected term of options 10 years The expected dividend yield used for 2016 was based on the Company's historical dividend yield. The expected volatility of the price of CRDA was based on historical realized volatility. The risk-free interest rate was based on the average borrowing rate for the Company. The expected term of the option took into account both the contractual term of the option and the effects of expected exercise behavior. Performance-Based Stock Grants Performance share grants are from time to time made to certain key employees of the Company. Such grants entitle employees to earn shares of CRD-A upon the achievement of certain individual and/or corporate objectives. Grants of performance shares are made at the discretion of the Company's Board of Directors, or the Board's Compensation Committee, and are subject to graded or cliff vesting over three -year periods. Shares are not issued until the vesting requirements have been met. Dividends are not paid or accrued on unvested/unissued shares. The grant-date fair value of a performance share grant is based on the market value of CRD-A on the date of grant, reduced for the present value of any dividends expected to be paid on CRD-A prior to the vesting of the award. Compensation expense for each award is recognized ratably from the grant date to the vesting date for each tranche. A summary of the status of the Company's nonvested performance shares as of December 31, 2016 , 2015 , and 2014 , and changes during each year, is presented below: Shares Weighted-Average Grant-Date Fair Value Nonvested at December 31, 2013 1,641,000 $ 4.26 Granted 1,086,000 6.93 Vested (193,289 ) 5.47 Forfeited or unearned (758,000 ) 3.85 Nonvested at December 31, 2014 1,775,711 5.93 Granted 1,104,300 6.46 Vested (259,150 ) 6.22 Forfeited or unearned (1,304,675 ) 5.56 Nonvested at December 31, 2015 1,316,186 6.65 Granted 1,179,384 4.47 Vested (499,370 ) 5.28 Forfeited or unearned (1,189,319 ) 6.28 Nonvested at December 31, 2016 806,881 $ 6.17 The total fair value of the performance shares that vested in 2016 , 2015 , and 2014 was $2,638,000 , $1,612,000 , and $1,057,000 , respectively. Compensation expense (credit) recognized for all performance shares totaled $3,060,000 , $1,911,000 , and $(518,000) for the years ended December 31, 2016 , 2015 and 2014 , respectively. Compensation cost for these awards is net of estimated or actual award forfeitures. The credit in compensation expense for the year ended December 31, 2014 resulted from reductions in expense related to cliff vesting shares granted in 2014, 2013, and 2012, as the Company determined that the performance conditions for these shares were not likely to be met. Each of these awards required the Company to achieve cumulative earnings per share targets over a three-year period. Certain performance awards vest ratably over three years, without cumulative earnings per share targets. As of December 31, 2016 , there was an estimated $2,704,000 of unearned compensation cost for nonvested performance shares. This unearned compensation cost is expected to be fully recognized by the end of 2018. Restricted Shares The Company's Board of Directors may elect to issue restricted shares of CRD-A in lieu of, or in addition to, cash payments to certain key employees. Employees receiving these shares are subject to restrictions on their ability to transfer the shares. Such restrictions generally lapse ratably over vesting periods ranging from several months to five years. The grant-date fair value of a restricted share of CRD-A is based on the market value of the stock on the date of grant. Compensation cost is recognized on an accelerated basis over the requisite service period. A summary of the status of the Company's restricted shares of CRD-A as of December 31, 2016 , 2015 , and 2014 and changes during each year, is presented below: Shares Weighted-Average Grant-Date Fair Value Nonvested at December 31, 2013 69,000 $ 5.07 Granted 154,145 7.85 Vested (129,811 ) 6.44 Forfeited or unearned (5,000 ) 6.59 Nonvested at December 31, 2014 88,334 7.83 Granted 53,000 6.72 Vested (38,332 ) 3.91 Forfeited or unearned (2,000 ) 4.44 Nonvested at December 31, 2015 101,002 5.01 Granted 133,871 6.54 Vested (160,536 ) 6.57 Forfeited or unearned (6,668 ) 8.90 Nonvested at December 31, 2016 67,669 $ 7.56 Compensation expense recognized for all restricted shares for the years ended December 31, 2016 , 2015 , and 2014 was $1,567,000 , $886,000 , and $848,000 , respectively. As of December 31, 2016 , there was $106,000 of total unearned compensation cost related to nonvested restricted shares which is expected to be recognized by December 31, 2017. Employee Stock Purchase Plans The Company has three employee stock purchase plans: the U.S. Plan, the U.K. Plan, and the International Plan. Eligible employees in Canada, Puerto Rico, and the U.S. Virgin Islands may also participate in the U.S. Plan. The International Plan is for eligible employees located in certain other countries who are not covered by the U.S. Plan or the U.K. Plan. All plans are compensatory. For all plans, the requisite service period is the period of time over which the employees contribute to the plans through payroll withholdings. For purposes of recognizing compensation expense, estimates are made for the total withholdings expected over the entire withholding period. The market price of a share of stock at the beginning of the withholding period is then used to estimate the total number of shares that will be purchased using the total estimated withholdings. Compensation cost is recognized ratably over the withholding period. Under the U.S. Plan, the Company is authorized to issue up to 1,200,000 shares of CRD-A to eligible employees. Participating employees can elect to have up to $25,000 of their eligible annual earnings withheld to purchase shares at the end of the one-year withholding period which starts each July 1 and ends the following June 30. The purchase price of the stock is 85% of the lesser of the closing price of a share of such stock on the first day or the last day of the withholding period. Participating employees may cease payroll withholdings during the withholding period and/or request a refund of all amounts withheld before any shares are purchased. Since the U.S. Plan involves a look-back option, the calculation of compensation cost is separated into two components. The first component is calculated as 15% (the employee discount) of a nonvested share of CRD-A. The second component involves using the Black-Scholes-Merton option-pricing formula to value a one year option to purchase 85% of a share of CRD-A. This value is adjusted to reflect the effect of any estimated dividends that the employee will not receive during the life of the option component. During the years ended December 31, 2016 , 2015 and 2014 , a total of 99,750 , 90,919 , and 154,519 shares, respectively, of CRD-A were issued under the prior U.S. employee stock purchase plan to the Company's employees at purchase prices of $6.49 , $5.73 , and $4.33 in 2016 , 2015 , and 2014 , respectively. At December 31, 2016 , an estimated 137,000 shares will be issued and purchased under the U.S. Plan in 2017 . During the years ended December 31, 2016 , 2015 , and 2014 , compensation expense of $261,000 , $288,000 , and $259,000 , respectively, was recognized for the prior U.S. employee stock purchase plan. Under the U.K. Plan, the Company is authorized to issue up to 2,000,000 shares of CRD-A. Under the U.K. Plan, eligible employees can elect to have up to £ 250 withheld from payroll each month to purchase shares after the end of a three-year savings period. The purchase price of a share of stock is 85% of the market price of the stock at a date prior to the grant date as determined under the U.K. Plan. Participating employees may cease payroll withholdings and/or request a refund of all amounts withheld before any shares are purchased. For purposes of calculating the compensation expense for shares issuable under the U.K. Plan, the fair value of a share is equal to 15% (the employee discount) of the market price of a share of CRD-A at the beginning of the withholding period. At December 31, 2016 , an estimated 212,000 shares will be eligible for purchase under the U.K. Plan at the end of the current withholding periods. This estimate is subject to change based on future fluctuations in the value of the British pound against the U.S. dollar, future changes in the market price of CRD-A, and future employee participation rates. The purchase price per share of CRD-A under the U.K. Plan ranges from $4.24 to $6.22 . For the years ended December 31, 2016 , 2015 , and 2014 , compensation expense of $80,000 , $123,000 , and $126,000 , respectively, was recognized for the U.K. Plan. During 2016 , 2015 , and 2014 , a total of 159,256 shares, 104,267 shares, and 264,998 shares, respectively, of CRD-A were issued under the U.K. Plan. Under the International Plan, up to 1,000,000 shares of CRD-A may be issued. Participating employees can elect to have up to $21,250 of their eligible annual earnings withheld to purchase up to 5,000 shares of CRD-A at the end of the one-year withholding period which starts each July 1 and ends the following June 30. The purchase price of the stock is 85% of the lesser of the closing price for a share of such stock on the first day or the last day of the withholding period. Participating employees may cease payroll withholdings during the withholding period and/or request a refund of all amounts withheld before any shares are purchased. During 2016 , 2015 , and 2014 , 6,660 , 6,916 , and 11,900 shares, respectively, were issued under the International Plan. Compensation expense was immaterial for this plan in all three years. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements GAAP defines fair value as the price that would be received to sell an asset or to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Additionally, the inputs used to measure fair value are prioritized based on a three-level hierarchy. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: • Level 1— Observable inputs that reflect quoted prices in active markets for identical assets or liabilities. • Level 2 — Observable inputs other than quoted prices included in Level 1. The Company values assets and liabilities included in this level using dealer and broker quotations, certain pricing models, bid prices, quoted prices for similar assets and liabilities in active markets, or other inputs that are observable or can be corroborated by observable market data. • Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. Recurring 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: December 31, 2016 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total (In thousands) Assets: Money market funds (1) $ 10,051 $ — $ — $ 10,051 Liabilities: Contingent earnout liability (3) — — 1,407 1,407 December 31, 2015 Level 1 Level 2 Level 3 Total (In thousands) Assets: Money market funds (1) $ 11 $ — $ — $ 11 Derivative not designated as hedging instrument: Cross currency basis swap (2) — 6,060 — 6,060 Liabilities: Contingent earnout liability (3) — — 1,921 1,921 ____________________ (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 on the Company's Consolidated Balance Sheets in "Cash and cash equivalents." (2) At December 31, 2015, the Company had a cross currency basis swap. The fair value of the Company's 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 this cross currency basis swap was included in "Other noncurrent assets" on the Company's Consolidated Balance Sheets, based upon the term of the cross currency basis swap. This swap was settled in 2016. (3) The fair value of the contingent earnout liability for the Buckley Scott acquisition was estimated using an internally-prepared probability-weighted discounted cash flow analysis. The fair value analysis relied upon both Level 2 data (publicly observable data such as market interest rates and capital structures of peer companies) and Level 3 data (internal data such as the Company's operating projections). As such, these are Level 3 fair value measurements. The valuation is sensitive to Level 3 data, but is currently payable. As such, the fair value is not expected to vary materially from the balance recorded. The difference in the liability during the year is primarily due to the change in foreign exchange rates. The fair value of the contingent earnout liability is included in "Other accrued liabilities" on the Company's Consolidated Balance Sheets, based upon the term of the contingent earnout agreement. Fair Value Disclosures There were no transfers of assets between fair value levels during the years ended December 31, 2016 or 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 recorded value approximates fair value. These assets and liabilities are measured within Level 2 of the fair value hierarchy. Nonrecurring Fair Value Measurements During 2015 the Company impaired and expensed goodwill of $49,314,000 . See Note 1, "Significant Accounting and Reporting Policies" and Note 3, "Goodwill and Intangible Assets," where discussed in more detail. Fair Value Measurements for Defined Benefit Pension Plan Assets The fair value hierarchy is also applied to certain other assets that indirectly impact the Company's consolidated financial statements. Assets contributed by the Company to its defined benefit pension plans become the property of the individual plans. Even though the Company no longer has control over these assets, it is indirectly impacted by subsequent fair value adjustments to these assets. The actual return on these assets impacts the Company's future net periodic benefit cost, as well as amounts recognized in its Consolidated Balance Sheets. The Company uses the fair value hierarchy to measure the fair value of assets held by its U.S. and U.K. defined benefit pension plans. The following table summarizes the level within the fair value hierarchy used to determine the fair value of the Company's pension plan assets for its U.S Qualified Plan at December 31, 2016 and 2015 : December 31, 2016 2015 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total (In thousands) Asset Category: Cash and cash equivalents $ 1,441 $ — $ — $ 1,441 $ 5,928 $ — $ — $ 5,928 Short-term investment funds — 5,844 — 5,844 — 6,876 — 6,876 Equity Securities: U.S. — 80,229 — 80,229 — 73,397 — 73,397 International — 33,243 — 33,243 — 33,109 — 33,109 Fixed Income Securities: U.S. 22,655 212,998 — 235,653 29,888 208,356 — 238,244 International — 14,999 — 14,999 — 12,165 — 12,165 Other — 4,222 — 4,222 — 10,946 — 10,946 TOTAL $ 24,096 $ 351,535 $ — $ 375,631 $ 35,816 $ 344,849 $ — $ 380,665 The following table summarizes the level within the fair value hierarchy used to determine the fair value of the Company's pension plan assets for its U.K. plans at December 31, 2016 and 2015 : December 31, 2016 2015 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total (In thousands) Asset Category: Cash and cash equivalents $ 3,770 $ — $ — $ 3,770 $ 2,600 $ — $ — $ 2,600 Equity Securities: U.S. — 54,712 — 54,712 — 44,034 — 44,034 International — 16,167 — 16,167 — 23,789 — 23,789 Fixed Income Securities: Money market funds — 120,458 — 120,458 — 103,399 — 103,399 Government securities — 28,772 — 28,772 — 44,094 — 44,094 Corporate bonds and debt securities — 9,467 — 9,467 — 11,755 — 11,755 Mortgage-backed securities — 610 — 610 — 788 — 788 Alternative strategy funds — 21,982 — 21,982 — 30,208 — 30,208 Real estate funds — — 9,315 9,315 — — 15,627 15,627 TOTAL $ 3,770 $ 252,168 $ 9,315 $ 265,253 $ 2,600 $ 258,067 $ 15,627 $ 276,294 Short-term investment funds consist primarily of funds with a maturity of 60 days or less and are valued at amortized cost which approximates fair value. Equity securities consist primarily of common and preferred stocks of publicly traded U.S. companies and international companies and common collective funds. Publicly traded equities are valued at the closing prices reported in the principal market in which the individual securities are traded. Preferred securities are stated at quoted market prices for the identical security in an inactive market (Level 2). Common collective funds are valued at the net asset value per share multiplied by the number of shares held as of the measurement date. Fixed income securities consist of money market funds, government securities, corporate bonds and debt securities, mortgage-backed securities and other common collective funds. Government securities are valued by third-party pricing sources and are valued daily in an active market (Level 1). Corporate bonds are valued using either the yields currently available on comparable securities of issuers with similar credit ratings or using a discounted cash flows approach that utilizes observable inputs, such as current yields of similar instruments, and includes adjustments for valuation adjustments from internal pricing models which use observable inputs such as issuer details, interest rates, yield curves, default rates and quoted prices for similar assets (Level 2). Mortgage-backed securities are valued by pricing service providers that use broker-dealer quotations or valuation estimates from their internal pricing models (Level 2). Other common collective funds are valued at the net asset value per share multiplied by the number of shares held as of the measurement date (Level 2). Alternative strategy funds consist of funds invested in listings on active exchanges (Level 1) and amounts in funds valued at the net asset value per share multiplied by the number of shares held as of the measurement date (Level 2). Alternative strategy funds may include derivative instruments such as futures, forward contracts, options and swaps and are used to help manage risks. Derivative instruments are generally valued by the investment managers or in certain instances by third party pricing sources (Level 2). Real estate funds are primarily property unit trusts whose values are primarily reported by the fund manager and are based on valuation of the underlying investments which include inputs such as cost, discounted cash flows, independent appraisals and market-based comparable data (Level 3). The fair values may, due to the inherent uncertainty of valuation for those investments, differ significantly from the values that would have been used had a ready market for the investments existed, and the differences could be material. The following table provides a reconciliation of the beginning and ending balance of Level 3 assets within the Company's U.K. pension plan during the years ended December 31, 2016 and 2015 : Real Estate Funds U.K. (in thousands) Balance at December 31, 2014 $ 14,740 Actual return on plan assets: Related to assets still held at the reporting date 887 Purchases, sales and settlements—net — Balance at December 31, 2015 15,627 Actual return on plan assets: Related to assets still held at the reporting date (3,145 ) Purchases, sales and settlements—net (3,167 ) Balance at December 31, 2016 $ 9,315 |
Segment and Geographic Informat
Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | Segment and Geographic Information The Company's four reportable segments represent components of the business for which separate financial information is available, and which is evaluated regularly by the CODM. The segments are organized based upon the nature of services and/or geographic areas served and are: U.S. Services , which primarily serves the property and casualty insurance company markets in the U.S. ; International , which serves the property and casualty insurance company and self-insurance markets outside the U.S.; Broadspire , which serves the self-insurance marketplace, primarily in the U.S. ; and Garden City Group which serves the class action, regulatory, mass tort, bankruptcy, and other legal settlement markets, primarily in the U.S. Intersegment sales are recorded at cost and are not material. Operating earnings is the primary financial performance measure used by the Company's senior management and the 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 investors 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, goodwill impairment charges, restructuring and 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. In the normal course of its business, the Company sometimes pays for certain out-of-pocket expenses that are thereafter reimbursed by its clients. Under GAAP, these out-of-pocket expenses and associated reimbursements are required to be included when reporting expenses and revenues, respectively, in the Company's consolidated results of operations. However, in evaluating segment results, Company management excludes these reimbursements and related expenses from segment results, as they offset each other. Financial information as of and for the years ended December 31, 2016 , 2015 , and 2014 related to the Company's reportable segments is presented below. U.S. Services International Broadspire Garden City Group Total (In thousands) 2016 Revenues before reimbursements $ 231,198 $ 479,884 $ 301,977 $ 96,227 $ 1,109,286 Segment operating earnings 35,716 42,538 30,003 7,843 116,100 Depreciation and amortization (1) 2,832 7,673 9,638 3,512 23,655 Assets 55,823 306,542 96,619 78,369 537,353 2015 Revenues before reimbursements $ 242,488 $ 506,650 $ 293,032 $ 128,215 $ 1,170,385 Segment operating earnings 32,702 18,799 24,017 11,507 87,025 Depreciation and amortization (1) 2,780 8,579 8,841 5,783 25,983 Assets 56,731 332,954 105,518 87,608 582,811 2014 Revenues before reimbursements $ 215,385 $ 488,284 $ 268,890 $ 170,292 $ 1,142,851 Segment operating earnings 18,039 25,344 15,469 22,849 81,701 Depreciation and amortization (1) 2,415 7,525 8,448 5,895 24,283 Assets 46,846 318,689 103,899 122,129 591,563 ______________________ (1) Excludes amortization expense of finite-lived customer relationships and trade name intangible assets. Substantially all revenues earned in the Broadspire and Garden City Group segments are earned in the U.S. Substantially all of the revenues earned in the International segment are earned outside of the U.S. Revenues by major service line for the U.S. Services and the Broadspire segments are shown in the following table. It is not practicable to provide revenues by service line for the International segment. The Company considers all Garden City Group revenues to be derived from one service line. Year Ended December 31, 2016 2015 2014 (In thousands) U.S. Services U.S. Claims Field Operations $ 81,270 $ 85,265 $ 96,390 U.S. Technical Services 28,659 28,610 24,822 U.S. Catastrophe Services 50,549 69,290 43,656 Subtotal U.S. Claims Services 160,478 183,165 164,868 U.S. Contractor Connection 70,720 59,323 50,517 Total Revenues before Reimbursements—U.S. Services $ 231,198 $ 242,488 $ 215,385 Broadspire Workers' Compensation, Disability, and Liability Claims Management $ 127,618 $ 121,875 $ 112,334 Medical Management 160,185 156,290 140,903 Risk Management Information Services 14,174 14,867 15,653 Total Revenues before Reimbursements—Broadspire $ 301,977 $ 293,032 $ 268,890 Capital expenditures for the years ended December 31, 2016 , 2015 , and 2014 are shown in the following table: Year Ended December 31, 2016 2015 2014 (In thousands) U.S. Services $ 936 $ 3,100 $ 4,855 International 6,911 8,874 7,440 Broadspire 4,678 6,574 7,705 Garden City Group 2,607 600 2,476 Corporate 14,067 13,771 6,721 Total capital expenditures $ 29,199 $ 32,919 $ 29,197 The total of the Company's reportable segments' revenues before reimbursements reconciled to total consolidated revenues for the years ended December 31, 2016 , 2015 , and 2014 was as follows: Year Ended December 31, 2016 2015 2014 (In thousands) Segments' revenues before reimbursements $ 1,109,286 $ 1,170,385 $ 1,142,851 Reimbursements 68,302 71,135 74,112 Total consolidated revenues $ 1,177,588 $ 1,241,520 $ 1,216,963 The Company's reportable segments' total operating earnings reconciled to consolidated income (loss) before income taxes for the years ended December 31, 2016 , 2015 , and 2014 were as follows: Year Ended December 31, 2016 2015 2014 (In thousands) Operating earnings of all reportable segments $ 116,100 $ 87,025 $ 81,701 Unallocated corporate and shared costs and credits (23,971 ) (16,605 ) (8,582 ) Net corporate interest expense (9,185 ) (8,383 ) (6,031 ) Stock option expense (621 ) (433 ) (859 ) Amortization of customer-relationship intangible assets (9,592 ) (9,668 ) (6,341 ) Goodwill impairment charges — (49,314 ) — Restructuring and special charges (9,490 ) (34,395 ) — Income (loss) before income taxes $ 63,241 $ (31,773 ) $ 59,888 The Company's reportable segments' total assets reconciled to consolidated total assets of the Company at December 31, 2016 and 2015 are presented in the following table. All foreign-denominated cash and cash equivalents are reported within the International segment, while all U.S. cash and cash equivalents are reported as corporate assets in the following table: December 31, 2016 2015 (In thousands) Assets of reportable segments $ 537,353 $ 582,811 Corporate assets: Cash and cash equivalents 20,492 12,944 Unallocated allowances on receivables (4,138 ) (4,293 ) Prepaid expenses and other current assets 16,362 15,282 Property and equipment 5,631 6,043 Capitalized software costs, net 77,019 74,790 Assets of deferred compensation plan 16,227 15,881 Capitalized loan costs 2,642 3,991 Deferred income tax assets 30,379 47,371 Other noncurrent assets 33,892 28,586 Total corporate assets 198,506 200,595 Total assets $ 735,859 $ 783,406 Revenues and long-lived assets for the countries in which revenues or long-lived assets represent more than 10 percent of the consolidated totals are set out below. For the purposes of these geographic area disclosures, long-lived assets include items such as property and equipment and capital lease assets but exclude intangible assets, including goodwill. In the International segment, only the U.K. and Canada are considered material for disclosure. U.K. Canada Other Total International Segment (In thousands) 2016 Revenues before reimbursements $ 171,869 $ 106,696 $ 201,319 $ 479,884 Long-lived assets 37,228 5,772 4,377 47,377 2015 Revenues before reimbursements 186,375 110,180 210,095 506,650 Long-lived assets 51,457 6,656 6,747 64,860 2014 Revenues before reimbursements 128,561 129,246 230,477 488,284 Long-lived assets 12,116 2,274 7,324 21,714 |
Client Funds
Client Funds | 12 Months Ended |
Dec. 31, 2016 | |
Client Funds [Abstract] | |
Client Funds | Client Funds The Company maintains funds in custodial accounts at financial institutions to administer claims for certain clients. These funds are not available for the Company's general operating activities and, as such, have not been recorded in the accompanying Consolidated Balance Sheets. The amount of these funds totaled $447,239,000 and $662,797,000 at December 31, 2016 and 2015 , respectively. In addition, the Garden City Group segment administers funds in noncustodial accounts at financial institutions that totaled $1,020,443,000 and $457,344,000 at December 31, 2016 and 2015 , respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
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 December 31, 2016 , the aggregate committed amount of letters of credit outstanding under the facility was $14,809,000 . From time to time, the Company enters into certain agreements for the purchase or sale of assets or businesses that contain provisions that may require the Company to make additional payments in the future depending upon the achievement of specified operating results of the acquired company, or provide the Company with an option or similar right to purchase additional assets. The 2014 acquisition of Buckley Scott included an earnout provision based on achieving certain financial results during the two -year period following the completion of the acquisition, with a current estimated fair value of $1,407,000 which is currently payable. For additional information on these obligations and rights, see Note 2, "Acquisitions and Dispositions of Businesses." 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 labor, employment, worker health and safety, antitrust and competition, environmental and consumer protection, import/export, anti-corruption, and other laws, and from time to time the Company faces claims and investigations by employees, former employees, and governmental entities under such laws. Such claims, investigations, and any litigation involving the Company 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 any items that are probable and reasonably estimable. In 2015, the Company voluntarily self-reported to the SEC and the Department of Justice certain potential violations of the Foreign Corrupt Practices Act discovered by the Company during the course of its regular internal audit process. Upon discovery, the Company, with the oversight of the Audit Committee and the Board of Directors, proactively initiated an investigation into this matter with the assistance of external legal counsel and external forensic accountants. In the first quarter of 2017, the Company received notice from the SEC that the SEC has concluded its investigation and did not intend to recommend an enforcement action against the Company with respect to this matter. |
Restructuring and Special Charg
Restructuring and Special Charges | 12 Months Ended |
Dec. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Special Charges | Restructuring and Special Charges Total restructuring and special charges were $9,490,000 and $34,395,000 during the years ended December 31, 2016 and 2015 . There were no restructuring or special charges during the year ended December 31, 2014 . Restructuring charges for the years ended December 31, 2016 and 2015 of $8,565,000 and $28,736,000 were recorded related to the establishment and phase in of the Company's Global Business Services Center in Manila, Philippines and Global Technology Services Center in Pune, India (the "Centers"), integration costs related to the GAB Robins acquisition and other International segment restructuring, and restructuring activities in other areas. The following table shows the costs incurred by type of restructuring activity: Restructuring Charges 2016 2015 Year Ended December 31, (In thousands) Implementation and phase-in of the Centers $ 3,741 $ 4,429 Integration costs related to the GAB Robins acquisition and International segment restructuring 2,975 15,596 Restructuring activities for U.S. Services segment — 1,238 Administrative restructuring costs — 1,725 Cease use loss on leased facilities 255 2,847 Asset impairments and lease termination costs 1,594 2,901 Total restructuring charges $ 8,565 $ 28,736 Costs associated with the Centers were primarily for severance costs and professional fees. Integration costs related to the GAB Robins acquisition and International segment restructuring were predominantly comprised of severance costs, lease costs, and to a lesser extent professional fees and other costs. The restructuring charges in U.S. Services and Administrative restructuring costs were for severance. Cease use loss is comprised of the net estimated loss on leased properties that the Company is no longer occupying and is aggressively marketing for sublease. Asset impairments relate to decisions to close certain operations. The Company expects to incur an additional $13,200,000 in restructuring and special charges during 2017 related to these plans. As of December 31, 2016 , the following liabilities remained on the Company's Consolidated Balance Sheets related to restructuring charges recorded in 2012, 2015 and 2016. The rollforwards of these costs to December 31, 2016 were as follows: Restructuring Charges Deferred rent Accrued compensation and related costs Accounts payable Other accrued liabilities Total Balance at December 31, 2014 $ 1,431 $ 131 $ — $ 308 $ 1,870 Additions 2,588 16,262 6,713 3,173 28,736 Adjustments to accruals (448 ) — — (13 ) (461 ) Cash payments — (9,387 ) (5,647 ) (211 ) (15,245 ) Balance at December 31, 2015 3,571 7,006 1,066 3,257 14,900 Additions 1,526 2,995 3,611 433 8,565 Adjustments to accruals (1,112 ) — (136 ) — (1,248 ) Cash payments (919 ) (8,476 ) (3,924 ) (1,741 ) (15,060 ) Balance at December 31, 2016 $ 3,066 $ 1,525 $ 617 $ 1,949 $ 7,157 The Company recorded special charges for the years ended December 31, 2016 and 2015 of $925,000 and $5,659,000 , respectively. The special charges incurred during 2016 consisted of legal and professional fees related to the investigation described in Note 15 "Commitments and Contingencies" and other professional fees. The special charges recorded for the year ended December 31, 2015 were comprised of two components: (1) $1,627,000 in expenses related to the separation of the Company's former president and chief executive officer, and (2) legal and professional fees of $4,032,000 related to the investigation described in Note 15 "Commitments and Contingencies." At December 31, 2016 , substantially all special charges had been paid. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On January 4, 2017, the Company acquired 85% of the outstanding membership interests of WeGoLook ® , LLC, an Oklahoma limited liability company, for the purchase price of $36,125,000 on a debt free valuation basis. WeGoLook provides a variety of on-demand inspection, verification, and other field services for businesses and consumers through a mobile platform of independent contractors. Based on our preliminary acquisition accounting, net assets acquired totaled $1,643,000 , including $100,000 of cash. The difference between the purchase price and the net assets acquired represents indefinite and definite-lived intangible assets, goodwill and non-controlling interests. The acquisition was funded primarily through additional borrowings under the Credit Facility. The purchase agreement also provides that: (a) $250,000 of the purchase price will be held in escrow to secure the net working capital post-closing adjustment; (b) $800,000 of the purchase price will be held in escrow for a period of 15 months after the closing date to secure any valid indemnification claims that the Company may assert for specified breaches of representations, warranties or covenants under the purchase agreement; and (c) $1,000,000 of the purchase price will be held in escrow for a period of 24 months after the closing date to secure any valid indemnification claims that the Company may assert for specified breaches of representations, warranties or covenants under the agreement. The Company has an option, beginning on January 1, 2022 and expiring on December 31, 2023, to acquire the remaining 15% outstanding membership interest of WeGoLook. In the event the Company does not exercise the option, beginning on January 1, 2024, the minority members shall have the right to require the Company to acquire the minority members’ interest on or before December 31, 2024. In addition, at the time of the exercise of the option or the put, the minority members may be entitled to additional consideration depending on whether certain financial targets are achieved between closing and December 31, 2021. The acquisition was accounted for under the guidance of ASC 805-10, as a business combination under the acquisition method. The preliminary application of acquisition accounting to the assets acquired, and liabilities and noncontrolling interests assumed, as well as the results of operations of WeGoLook including noncontrolling interests, will first be reflected in the Company's unaudited condensed consolidated financial statements as of and for the period ending March 31, 2017 and will be reported in the Company’s U.S. Services segment. 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 the assets acquired and liabilities and noncontrolling interests assumed, including intangible assets, other assets, accrued liabilities, deferred taxes, and uncertain tax positions. The Company is in the process of obtaining final third-party valuations of certain intangible assets; thus, the provisional measurements of intangible assets, goodwill, and deferred income taxes are subject to change. The Company does not anticipate the WeGoLook operations will have a material impact on the Company’s consolidated results of operations or its earnings per share during 2017. |
Significant Accounting and Re27
Significant Accounting and Reporting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principles of Consolidation | The accompanying consolidated financial statements were prepared in accordance with generally accepted accounting principles in the U.S. ("GAAP") and include the accounts of the Company, its majority-owned subsidiaries, and variable interest entities in which the Company is deemed to be the primary beneficiary. Significant intercompany transactions are eliminated in consolidation. 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 in accordance with the provisions of Accounting Standards Codification ("ASC") 810, "Consolidation," in order to provide sufficient time for accumulation of their results. Accordingly, the Company's December 31, 2016 , 2015 , and 2014 consolidated financial statements include the financial position of such operations as of October 31, 2016 and 2015 , respectively, and the results of their operations and cash flows for the fiscal periods ended October 31, 2016 , 2015 , and 2014 , respectively. The Company has controlling ownership interests in several entities that are not wholly-owned by the Company. The financial results and financial positions of these controlled entities are included in the Company's consolidated financial statements, including both the controlling interests and the noncontrolling interests. The noncontrolling interests represent the equity interests in these entities that are not attributable, either directly or indirectly, to the Company. Noncontrolling interests are reported as a separate component of the Company's Shareholders' Investment. On the Company's Consolidated Statements of Operations, net income or loss is attributed to the controlling interests and the noncontrolling interests separately. The Company consolidates the results of a variable interest entity ("VIE") when it is determined to be the primary beneficiary. In accordance with GAAP, in determining whether the Company is the primary beneficiary of a VIE for financial reporting purposes, it considers whether it has the power to direct the activities of the VIE that most significantly impact the economic performance of the VIE and whether it has the obligation to absorb losses or the right to receive returns that would be significant to the VIE. |
Management's Use of Estimates | 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. Actual results could differ materially from those estimates. |
Revenue Recognition | The Company's revenues are primarily comprised of claims processing or program administration fees and are generated from the Company's four operating segments. Both the U.S. Services segment and the International segment earn revenues by providing field investigation and evaluation of property and casualty claims for insurance companies and self-insured entities and by providing access to Company-owned networks of direct repair service providers. The Company's Broadspire segment earns revenues by providing field investigation and claims evaluation of workers' compensation and liability claims, initial loss reporting services for its clients' claimants, loss mitigation services such as medical bill review, medical case management and vocational rehabilitation, administration of trust funds established to pay claims, and risk management information services. The Garden City Group segment earns revenues by providing administration services related to settlements of class actions, regulatory matters, mass tort, bankruptcy administrations, and other legal settlements by identifying and qualifying class members, determining and dispensing settlement payments, and administering settlement funds. Fees for professional services are recognized in unbilled revenues at the time such services are rendered, at estimated collectible amounts. Substantially all unbilled revenues are billed within one year. Deferred revenues represent the estimated unearned portion of fees derived from certain fixed-rate claim service agreements. The Company's fixed-fee service arrangements typically require the Company to handle claims on either a one- or two-year basis, or for the lifetime of the claim. In cases where the claim is handled on a non-lifetime basis, an additional fee is typically received on each anniversary date that the claim remains open. For service arrangements where the Company provides services for the life of the claim, the Company receives only one fee for the life of the claim, regardless of the duration of the claim. Deferred revenues are recognized into revenues based on the estimated rate at which the services are provided. These rates are primarily based on a historical evaluation of actual claim durations by major line of coverage, and assumptions based on average case closure rates and pricing for each claim type. The Company has contracts with multi-element arrangements. The Company often sells multiple lines of claims processing and different levels of processing depending on the complexity of the claims within a contract. The Company typically provides a menu of offerings from which the customer chooses to purchase or not at their discretion. The price of each service is separate and distinct and provides a separate and distinct value to the customer. Pricing is consistent for each service irrespective of the other service(s) or quantities requested by the customer. For example, if the Company provides claims processing for auto and general liability, those services are priced and delivered independently. In the normal course of business, the Company incurs certain out-of-pocket expenses that are thereafter reimbursed by the Company's clients. Under GAAP, these out-of-pocket expenses and associated reimbursements are required to be included when reporting expenses and revenues, respectively, in the Company's consolidated results of operations. The amounts of reimbursed expenses and related revenues from reimbursements offset each other in the Company's consolidated statements of operations with no impact to its net income. Intersegment sales are recorded at cost and are not material. |
Cash and Cash Equivalents | Cash and cash equivalents consist of cash on hand and marketable securities with original maturities of three months or less. The fair value of cash and cash equivalents approximates book value due to their short-term nature. |
Accounts Receivable and Allowance for Doubtful Accounts | The Company extends credit based on an evaluation of a client's financial condition and, generally, collateral is not required. Accounts receivable are typically due upon receipt of the invoice and are stated on the Company's Consolidated Balance Sheets at amounts due from clients net of an estimated allowance for doubtful accounts. Accounts outstanding longer than the contractual payment terms are considered past due. The fair value of accounts receivable approximates book value due to their short-term contractual stipulations. The Company maintains an allowance for doubtful accounts for estimated losses resulting primarily from the inability of clients to make required payments and for adjustments to invoiced amounts. Such losses are accounted for as bad debt expense, while adjustments to invoices are accounted for as reductions to revenue. These allowances are established using historical write-off or adjustment information to project future experience and by considering the current creditworthiness of clients, any known specific collection problems, and an assessment of current industry and economic conditions. Actual experience may differ significantly from historical or expected loss results. The Company writes off accounts receivable when they become uncollectible, and any payments subsequently received are accounted for as recoveries. |
Goodwill, Indefinite-Lived Intangible Assets, and Other Long-Lived Assets | Goodwill is an asset that represents the excess of the purchase price over the fair value of the separately identifiable net assets (tangible and intangible) acquired in certain business combinations. Indefinite-lived intangible assets consist of trade names associated with acquired businesses. Goodwill and indefinite-lived intangible assets are not amortized, but are subject to impairment testing at least annually. Other long-lived assets consist primarily of property and equipment, deferred income tax assets, capitalized software, and amortizable intangible assets related to customer relationships, technology, and trade names with finite lives. Other long-lived assets are evaluated for impairment when impairment indicators are identified. Subsequent to a business acquisition in which goodwill and indefinite-lived intangibles are recorded as assets, post-acquisition accounting requires that both be tested to determine whether there has been an impairment. The Company performs an impairment test of goodwill and indefinite-lived intangible assets at least annually on October 1 of each year. The Company regularly evaluates whether events and circumstances have occurred which indicate potential impairment of goodwill or indefinite-lived intangible assets. When factors indicate that such assets should be evaluated for possible impairment between the scheduled annual impairment tests, the Company performs an interim impairment test. Goodwill impairment testing is a two-step process, if necessary, performed on a reporting unit basis. If, as determined by the step 1 analysis, the fair value of the reporting unit exceeds its carrying value, goodwill is not deemed impaired. If the fair value of a reporting unit is determined to be less than its carrying value, the second step of the impairment test must be performed in order to determine the amount of impairment, if any. The second step compares the implied fair value of the reporting unit's goodwill with the carrying amount of that goodwill following a hypothetical acquisition accounting process. This hypothetical acquisition accounting process is applied only for the purpose of determining whether goodwill must be reduced; it is not used to adjust the carrying values of other assets or liabilities. If the carrying amount of the reporting unit's goodwill exceeds its implied fair value, an impairment charge is recognized in an amount equal to that excess. The loss recognized cannot exceed the carrying amount of goodwill, and it cannot subsequently be reversed. The Company has the option to perform a qualitative assessment of goodwill prior to completing the two-step process described above to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value, including goodwill and other intangible assets. If the Company concludes that this is the case, the Company must perform the step 1 analysis discussed above. Otherwise, the Company may forego the two-step process and is not required to perform any further testing. The Company currently has five reporting units for goodwill impairment purposes. These reporting units are the Company's U.S. Services segment excluding U.S. Contractor Connection operations, U.S. Contractor Connection operations on a stand-alone basis, and the Company's other reporting segments - International, Broadspire, and Garden City Group. For step 1 of goodwill impairment testing, the carrying value of the reporting unit is compared with the estimated fair value of the reporting unit as determined utilizing a combination of the income and market approaches. The income approach, which is a level 3 fair value measurement, is based on projected debt-free cash flow which is discounted to the present value using discount factors that consider the timing and risk of the cash flows. The market approach is based on the Guideline Public Company Method , which uses market pricing metrics to select multiples to value the Company's reporting units. The resulting estimated fair values of the combined reporting units are reconciled to the Company's market capitalization including an estimated implied control premium. The Company believes that the combination of these approaches is appropriate because it provides a fair value estimate based upon the combination of the reporting unit's expected long-term operating cash flow performance and multiples with which similar publicly traded companies are valued. The Company weights the income and market approaches equally. During 2016, the Company performed qualitative assessments on the U.S. Contractor Connection operations on a stand-alone basis and Garden City Group, which represent approximately 50 percent of the Company's consolidated goodwill balance, and the two-step process described above was not necessary. The estimated fair value as calculated in the step 1 goodwill impairment analysis for the International reporting unit exceeded its carrying value. As of December 31, 2016, the Company did not have any reporting unit with an amount of goodwill for which it is reasonably likely that it would fail step 1 of a goodwill impairment test in the near term. The key assumptions used in estimating the fair value of its reporting units utilizing the income approach include the discount rate and the terminal growth rate. The discount rate utilized in estimating the fair value of the International reporting unit in 2016 was 16.5% , reflecting the Company's assessment of a market participant's view of the risks associated with the projected cash flows. The terminal growth rate used in the analysis was 2.0% . The assumptions used in estimating the fair values are based on currently available data and management's best estimates of revenues and cash flows and, accordingly, a change in market conditions or other factors could have a material effect on the estimated values. There are inherent uncertainties related to the assumptions used and to management's application of these assumptions. If changes to the Company's reporting structure impact the composition of its reporting units, existing goodwill is reallocated to the revised reporting units based on their relative estimated fair values as determined by a combination of the income and market approaches. If all of the assets and liabilities of an acquired business are assigned to a specific reporting unit, then the goodwill associated with that acquisition is assigned to that reporting unit at acquisition unless another reporting unit is also expected to benefit from the acquisition. For impairment testing of indefinite-lived intangible assets, the book value is compared with the estimated fair value, which is estimated based on the present value of the after-tax cash flows attributable solely to the asset. If book value exceeds the estimated fair value, an impairment is recognized based on the excess. The fair values of the trade names are established using the relief-from-royalty method, a form of the income approach. This method recognizes that, by virtue of owning the trade name as opposed to licensing it, a company or reporting unit is relieved from paying a royalty, usually expressed as a percentage of net sales, for the asset's use. The present value of the after-tax costs savings (i.e., royalty relief) at an appropriate discount rate including a tax amortization benefit indicates the value of the trade name. The Company determined the discount rate based on its performance compared to similar market participants, factored by risk in forecasting using a modified capital asset pricing model. |
Property and Equipment | Property and equipment are stated at cost less accumulated depreciation. The Company depreciates the cost of property and equipment, including assets recorded under capital leases, over the shorter of the remaining lease term or the estimated useful lives of the related assets, primarily using the straight-line method. The estimated useful lives for property and equipment classifications are as follows: Classification Estimated Useful Lives Furniture and fixtures 3-10 years Data processing equipment 3-5 years Automobiles and other 3-4 years Buildings and improvements 7-40 years |
Capitalized Software | Capitalized software costs reflects costs related to internally developed or purchased software used by the Company that has expected future economic benefits. Certain internal and external costs incurred during the application development stage are capitalized. Costs incurred during the preliminary project and post implementation stages, including training and maintenance costs, are expensed as incurred. The majority of these capitalized software costs consist of internal payroll costs and external payments for software purchases and related services. These capitalized software costs are amortized over periods ranging from three to ten years, depending on the estimated life of each software application. |
Self-Insured Risks | The Company self-insures certain risks consisting primarily of professional liability, auto liability, and employee medical, disability, and workers' compensation liability. Insurance coverage is obtained for catastrophic property and casualty exposures, including professional liability on a claims-made basis, and those risks required to be insured by law or contract. Most of these self-insured risks are in the U.S. Provisions for claims under the self-insured programs are made based on the Company's estimates of the aggregate liabilities for claims incurred, including estimated legal fees, losses that have occurred but have not been reported to the Company, and for adverse developments on reported losses. The estimated liabilities are calculated based on historical claims experience, the expected lives of the claims, and other factors considered relevant by management. Changes in these estimates may occur as additional information becomes available. The estimated liabilities for claims incurred under the Company's self-insured workers' compensation and employee disability programs are discounted at the prevailing risk-free interest rate for U.S. government securities of an appropriate duration. All other self-insured liabilities are undiscounted. |
Income Taxes | The Company accounts for certain income and expense items differently for financial reporting and income tax purposes. Provisions for deferred taxes are made in recognition of these temporary differences. The most significant differences relate to revenue recognition, accrued compensation, pension plans, self-insurance, and depreciation and amortization. For financial reporting purposes, the provision for income taxes is the sum of income taxes both currently payable and payable on a deferred basis. Currently payable income taxes represent the liability related to the income tax returns for the current year, while the net deferred tax expense or benefit represents the change in the balance of deferred income tax assets or liabilities as reported on the Company's Consolidated Balance Sheets that are not related to balances in "Accumulated other comprehensive loss." The changes in deferred income tax assets and liabilities are determined based upon changes in the differences between the basis of assets and liabilities for financial reporting purposes and the basis of assets and liabilities for income tax purposes, measured by the enacted statutory tax rates in effect for the year in which the Company estimates these differences will reverse. The Company must estimate the timing of the reversal of temporary differences, as well as whether taxable income in future periods will be sufficient to fully recognize any gross deferred tax assets. A valuation allowance is provided when it is deemed more-likely-than-not that some portion or all of a deferred tax asset will not be realized. Other factors which influence the effective tax rate used for financial reporting purposes include changes in enacted statutory tax rates, changes in tax law or policy, changes in the composition of taxable income from the countries in which it operates, the Company's ability to utilize net operating loss and tax credit carryforwards, and changes in unrecognized tax benefits. See Note 7, "Income Taxes." |
Sales and Other Taxes | In certain jurisdictions, both in the U.S. and internationally, various governments and taxing authorities require the Company to assess and collect sales and other taxes, such as value added taxes, on certain services that the Company renders and bills to its customers. The majority of the Company's revenues are not currently subject to these types of taxes. These taxes are not recorded as additional revenues or expenses in the Company's Consolidated Statements of Operations, but are recorded on the Consolidated Balance Sheets as pass-through amounts until remitted. |
Foreign Currency | For operations outside the U.S. that prepare financial statements in currencies other than the U.S. dollar, results of operations and cash flows are translated into U.S. dollars at average exchange rates during the period, and assets and liabilities are translated at end-of-period exchange rates. The resulting translation adjustments, on a net basis, are included in "Comprehensive income (loss)" in the Company's Consolidated Statements of Comprehensive Income (Loss), and the accumulated translation adjustment is reported as a component of "Accumulated other comprehensive loss" in the Company's Consolidated Balance Sheets. |
Advertising Costs | Advertising costs are expensed in the period in which the costs are incurred. |
Adoption of New Accounting Standards | Adoption of New Accounting Standards Disclosure of Uncertainties About an Entity's Ability to Continue as a Going Concern In August 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-15, "Disclosure of Uncertainties About an Entity's Ability to Continue as a Going Concern." Under ASU 2014-15, management of a company is required to assess an entity's ability to continue as a going concern, and to provide related footnote disclosures in certain circumstances. The standard is effective for the Company on December 31, 2016. Early adoption is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. The Company adopted this standard for the period ended December 31, 2016 and made the required assessment. As a result of management's assessment, it was determined that there were no indicators of substantial doubt about the Company's ability to continue as a going concern as of December 31, 2016. Amendments to the Consolidation Analysis In February 2015, the FASB issued ASU 2015-02, "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, 2015, and interim periods within those years. Early adoption is permitted. The Company adopted this standard during the quarter ended March 31, 2016 with no impact to its results of operations, financial condition or cash flows. Accounting for Fees Paid in a Cloud Computing Arrangement In April 2015, the FASB issued ASU 2015-05, "Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40), Customer's Accounting for Fees Paid in a Cloud Computing Arrangement." This ASU amended guidance on internal use software to clarify how customers in cloud computing arrangements should determine whether the arrangement includes a software license. This guidance specifies that these licenses should be accounted for as licenses of intangible assets. The guidance is effective for annual periods, including interim periods within those annual periods beginning after December 15, 2015. The Company adopted this guidance without any material effect on its results of operations or financial condition. Pending Adoption of Recently Issued Accounting Standards Clarifying the Definition of a Business In January 2017, the FASB issued ASU 2017-1, " Clarifying the Definition of a Business. " The ASU was issued to clarify the definition of a business for purposes of acquisitions and dispositions. The amendments in this update provide a more robust framework than prior guidance to use in determining when a set of assets and activities constitutes a business. The update is effective for annual periods beginning after December 15, 2017, and interim periods thereafter. Early adoption is permitted. The Company is currently evaluating the effect this ASU may have on its financial statements. Restricted Cash In November 2016, the FASB issued ASU 2016-18, "Restricted Cash." The ASU was issued to address diversity in practice in the classification and presentation of a change in restricted cash on the statement of cash flows. The amendments in this update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. The update is effective for annual periods beginning after December 15, 2017, and interim periods thereafter. Early adoption is permitted. The Company is currently evaluating the effect this ASU may have on its statement of cash flows. Intra-Entity Transfers of Assets Other Than Inventory In October 2016, the FASB issued ASU 2016-16, "Intra-Entity Transfers of Assets Other Than Inventory." The update was issued to improve the accounting for income tax consequences of intra-entity transfers of assets other than inventory. The initiative is designed to reduce the complexity in accounting standards. Under the amendment an entity should recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. Consequently, the amendments in this update eliminate the exception for an intra-entity transfer of an asset other than inventory. The update is effective for annual periods beginning after December 15, 2017, and interim periods thereafter. Early adoption is permitted. The Company is currently evaluating the effect this ASU may have on its results of operations, financial condition and cash flows. Classification of Certain Cash Receipts and Cash Payments in the Statement of Cash Flows In August 2016, the FASB issued ASU 2016-15, "Statement of Cash Flows Classification of Certain Cash Receipts and Cash Payments." The update addresses diversity in cash flow reporting issues. The guidance specifically addresses issues concerning debt repayment costs, settlement of zero coupon debt instruments, contingent consideration payments made after a business combination, proceeds from insurance claims and corporate owned life insurance beneficial interests in securitization transactions, and distributions from equity method investees. The guidance also clarifies how the predominant principle should be applied when cash receipts and cash payments have more than one class of cash flows. The update is effective for annual periods beginning after December 15, 2017, and interim periods thereafter. Early adoption is permitted. The Company is currently evaluating the effect this ASU may have on its cash flows. Measurement of Credit Losses on Financial Instruments In June 2016, the FASB issued ASU 2016-13, "Measurement of Credit Losses on Financial Instruments." This update replaces the incurred loss methodology to record credit losses with a methodology that reflects the expected credit losses for financial assets not accounted for at fair value with gains and losses recognized through income. The ASU is effective for annual periods beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted beginning with fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company is currently evaluating the effect this amendment may have on its results of operations, financial condition and cash flows. Improvements to Employee Share-Based Payment Accounting In March 2016, the FASB issued ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting." This update was issued as part of a simplification effort for the accounting of share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, change in forfeiture accounting, and classification on the statement of cash flows. The ASU is effective for annual periods beginning after December 15, 2016, and interim periods thereafter. Early adoption is permitted. The Company is currently evaluating the effect this ASU may have on its results of operations, financial condition and cash flows. Simplifying the Transition to the Equity Method of Accounting In March 2016, the FASB issued ASU 2016-07, "Simplifying the Transition to the Equity Method of Accounting." This update eliminates the requirement that when an investment qualifies for use of the equity method as a result of an increase in the level of ownership or degree of influence, an investor must adjust the investment, results of operations, and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods that the investment had been held. The update is effective for all entities for annual periods beginning after December 15, 2016, and interim periods thereafter. The Company is currently evaluating the effect this ASU may have on its results of operations, financial condition and cash flows. Financial Accounting for Leases In February 2016, the FASB issued ASU 2016-02, "Financial Accounting for Leases." Under this update, a lessee will be required to recognize assets and liabilities for leases with lease terms of more than 12 months. Consistent with current GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. However, unlike current GAAP, which requires only capital leases to be recognized on the balance sheet, this ASU will require both types of leases to be recognized on the balance sheet. The ASU also will require disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative requirements, providing additional information about the amounts recorded in the financial statements. The update is effective for annual periods beginning after December 15, 2018, and interim periods thereafter. Early adoption is permitted. The Company is currently evaluating the effect this update may have on its results of operations, financial condition and cash flows. Revenue from Contracts with Customers In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers." Under ASU 2014-09, companies will be required to recognize revenue to depict the transfer of control for goods or services to customers in amounts that reflect the consideration (that is, payment) to which the company expects to be entitled in exchange for those goods or services. The new standard also will result in enhanced disclosures about revenue, provide guidance for transactions that were not previously addressed comprehensively (for example, service revenue and contract modifications) and modify guidance for multiple-element arrangements. In August 2015, the FASB issued ASU 2015-14, which deferred by one year the effective date of ASU 2014-09. The one year deferral of the effective date of this standard changed the effective date for the Company to January 1, 2018. Early adoption is permitted, but not before the original effective date. The FASB issued ASU 2016-08, "Principal versus Agent Considerations (Reporting Revenue Gross versus Net)" in March 2016, ASU 2016-10, "Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing" in April 2016, ASU 2016-12, "Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients," in May 2016, and ASU 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers,” in December 2016. All of these amendments are intended to improve and clarify the implementation guidance of ASU 2014-09 and have the same effective date as the original standard. The Company is currently evaluating its arrangements with customers and its revenue streams against the requirements of this standard and related updates to determine the expected effect this standard may have on its results of operations, financial condition and cash flows. The Company expects to adopt this new standard as of January 1, 2018 using the modified retrospective method that may result in a cumulative effect adjustment as of the date of adoption. The Company has reviewed a sample of contracts with its customers that represent approximately 50% of its 2016 consolidated revenues before reimbursements that the Company believes is representative of its significant revenue streams identified to date. The assessment of the impact on revenue and expenses based on these reviews to determine the impact to the Company’s results of operations, financial position and cash flows as a result of this guidance is ongoing. The Company will be reviewing additional contracts with its customers during 2017, including any additional revenue streams identified. The ASU requires increased disclosure which in turn is expected to require certain new processes and system changes. For example, the Company’s initial evaluation indicates process and system changes will be required to capture certain amounts related to unfulfilled performance obligations during and as of each reporting period. The Company's initial assessment of the expected impact of the new standard on the Company's results of operations, financial position and cash flows may change as the Company continues its assessment process. |
Lease | The Company and its subsidiaries lease certain office space, computer equipment, and automobiles under operating leases. For office leases that contain scheduled rent increases or rent concessions, the Company recognizes monthly rent expense based on a calculated average monthly rent amount that considers the rent increases and rent concessions over the life of the lease term. Leasehold improvements of a capital nature that are made to leased office space under operating leases are amortized over the shorter of the term of the lease or the estimated useful life of the improvement. License and maintenance costs related to leased vehicles are paid by the Company and are expensed as incurred. |
Undistributed Earnings of Foreign Subsidiaries | The Company generally does not provide for additional U.S. and foreign income taxes on undistributed earnings of foreign subsidiaries because they are considered to be indefinitely reinvested. The Company's intent is for such earnings to be reinvested by the subsidiaries or to be repatriated only when it would be tax effective through the utilization of foreign tax credits. An exception to this general policy could occur if a very unusual event or project generated profits significantly in excess of ongoing business reinvestment needs. If such an event occurs, the Company would analyze its anticipated investment needs in that region and provide for U.S. taxes for earnings that are not expected to be permanently reinvested. All historical earnings and future foreign earnings needed for business reinvestment needs will remain permanently reinvested and will be used to provide working capital for these operations, fund defined benefit pension plan obligations, repay non-U.S. debt, fund capital improvements, and fund future acquisitions. |
Pension Plans | Pension expense is affected by the accounting policy used to determine the value of plan assets at the measurement date. The Company applies the expected return on plan assets using fair market value as of the annual measurement date. The fair market value method results in greater volatility to pension expense than the calculated value method. The amounts recognized in the Consolidated Balance Sheets reflect a snapshot of the state of the Company's long-term pension liabilities at the plan measurement date and the effect of mark-to-market accounting on plan assets. |
Comprehensive Income | 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. |
Significant Accounting and Re28
Significant Accounting and Reporting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Allowance for doubtful accounts | A summary of the activities in the allowance for doubtful accounts for the years ended December 31, 2016 , 2015 , and 2014 is as follows: 2016 2015 2014 (In thousands) Allowance for doubtful accounts, January 1 $ 13,133 $ 10,960 $ 10,234 Add/ (Deduct): Provision for bad debt expense 2,654 1,432 2,117 Write-offs, net of recoveries 50 (684 ) (812 ) Currency translation and other changes (937 ) (868 ) (579 ) Adjustments for business acquisitions and dispositions (401 ) 2,293 — Allowance for doubtful accounts, December 31 $ 14,499 $ 13,133 $ 10,960 |
Property and equipment | The estimated useful lives for property and equipment classifications are as follows: Classification Estimated Useful Lives Furniture and fixtures 3-10 years Data processing equipment 3-5 years Automobiles and other 3-4 years Buildings and improvements 7-40 years Property and equipment, including assets under capital leases, consisted of the following at December 31, 2016 and 2015 : December 31, 2016 2015 (In thousands) Land $ 321 $ 312 Buildings and improvements 26,612 26,586 Furniture and fixtures 36,726 44,865 Data processing equipment 60,381 64,926 Automobiles 1,453 3,694 Total property and equipment 125,493 140,383 Less accumulated depreciation (95,888 ) (102,331 ) Net property and equipment $ 29,605 $ 38,052 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill | The following table shows the changes in the carrying amount of goodwill for the years ended December 31, 2016 and 2015 : U.S. Services International Broadspire Garden City Group Total (In thousands) Balance at December 31, 2014: Goodwill $ 31,829 $ 81,024 $ 151,133 $ 19,599 $ 283,585 Accumulated impairment losses — (567 ) (151,133 ) — (151,700 ) Net goodwill 31,829 80,457 — 19,599 131,885 2015 Activity: Goodwill of acquired businesses — 19,046 — — 19,046 Impairment of goodwill (5,465 ) (43,849 ) — — (49,314 ) Other activity (1) — 668 — — 668 Foreign currency effects — (6,669 ) — — (6,669 ) Balance at December 31, 2015: Goodwill 31,829 94,069 151,133 19,599 296,630 Accumulated impairment losses (5,465 ) (44,416 ) (151,133 ) — (201,014 ) Net goodwill 26,364 49,653 — 19,599 95,616 2016 Activity: Other activity (1) — (531 ) — — (531 ) Foreign currency effects — (3,335 ) — — (3,335 ) Balance at December 31, 2016: Goodwill 31,829 90,203 151,133 19,599 292,764 Accumulated impairment losses (5,465 ) (44,416 ) (151,133 ) — (201,014 ) Net goodwill $ 26,364 $ 45,787 $ — $ 19,599 $ 91,750 (1) "Other activity" primarily relates to adjustments for deferred taxes acquired in connection with prior period business combinations. |
Schedule of finite-lived intangible assets | The following is a summary of finite-lived intangible assets acquired through business acquisitions as of December 31, 2016 and 2015 : Gross Carrying Amount Accumulated Amortization Net Carrying Value Weighted-Average Amortization Period (In thousands, except years) December 31, 2016: Customer relationships $ 122,403 $ (66,281 ) $ 56,122 6.7 years Technology-based 5,913 (5,913 ) — 0.0 years Trade name 1,697 (1,639 ) 58 0.1 years Total $ 130,013 $ (73,833 ) $ 56,180 6.1 years December 31, 2015: Customer relationships $ 130,964 $ (58,685 ) $ 72,279 8.0 years Technology-based 5,913 (5,536 ) 377 0.5 years Trade name 2,098 (1,068 ) 1,030 1.1 years Total $ 138,975 $ (65,289 ) $ 73,686 6.9 years |
Schedule of finite-lived intangible assets, future amortization Expense | At December 31, 2016 , annual estimated aggregate amortization expense for intangible assets subject to amortization is as follows: Annual Amortization Expense Year Ending December 31, (In thousands) 2017 $ 8,381 2018 8,317 2019 8,317 2020 8,267 2021 7,257 |
Schedule of indefinite-lived intangible assets | The following is a summary of indefinite-lived intangible assets at December 31, 2016 and 2015 : Gross Carrying Amount Accumulated Impairments Net Carrying Value (In thousands) December 31, 2016: Trade names $ 31,351 $ (600 ) $ 30,751 December 31, 2015: Trade names $ 31,775 $ (600 ) $ 31,175 |
Short-Term and Long-Term Debt30
Short-Term and Long-Term Debt, Including Capital Leases (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Long-term debt instruments | Long-term debt consisted of the following at December 31, 2016 and 2015 : December 31, 2016 2015 (In thousands) Credit Facility $ 186,196 $ 243,667 Capital lease obligations 1,818 3,615 Total long-term debt and capital leases 188,014 247,282 Less: portion of Credit Facility classified as short-term (30 ) (19,958 ) Less: current installments of capital leases (982 ) (1,959 ) Total long-term debt and capital leases, less current installments $ 187,002 $ 225,365 |
Schedule of maturities of long-term debt | Principal repayments of long-term debt, including current portions and capital leases, as of December 31, 2016 are expected to be as follows, assuming no prepayments or extensions beyond the stated maturity: Long-term Debt Capital Lease Obligations Total Year Ending December 31, (In thousands) 2017 $ 30 $ 982 $ 1,012 2018 186,166 549 186,715 2019 — 205 205 2020 — 56 56 2021 — 26 26 Total $ 186,196 $ 1,818 $ 188,014 |
Commitments Under Operating L31
Commitments Under Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Leases, Operating [Abstract] | |
Schedule of rent expense | Rental expenses, net of amortization of any incentives provided by lessors, for operating leases consisted of the following: Year Ended December 31, 2016 2015 2014 (In thousands) Office space $ 43,245 $ 44,577 $ 43,277 Automobiles 6,043 7,319 7,615 Computers and equipment 111 13 378 Total operating leases $ 49,399 $ 51,909 $ 51,270 |
Schedule of future minimum rental payments for operating leases | At December 31, 2016 , future minimum payments under non-cancelable operating leases with terms of more than 12 months were as follows: Year Ending December 31, (In thousands) 2017 $ 41,099 2018 29,498 2019 26,735 2020 20,500 2021 17,773 2022 and Thereafter 33,620 |
Future minimum sublease rentals | Under executed sublease arrangements at December 31, 2016 , the sublessors are obligated to pay the Company minimum sublease payments as follows: Year Ending December 31, (In thousands) 2017 $ 3,569 2018 4,057 2019 4,146 2020 4,238 2021 4,332 Total minimum sublease payments to be received $ 20,342 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of income (loss) before income taxes | Income (loss) before income taxes consisted of the following: Year Ended December 31, 2016 2015 2014 (In thousands) U.S. $ 33,051 $ 22,414 $ 40,840 Foreign 30,190 (54,187 ) 19,048 Income (loss) before income taxes $ 63,241 $ (31,773 ) $ 59,888 |
Schedule of provision for income taxes | The provision for income taxes consisted of the following: Year Ended December 31, 2016 2015 2014 (In thousands) Current: U.S. federal and state $ 5,196 $ 5,716 $ 4,867 Foreign 9,838 3,996 8,724 Deferred: U.S. federal and state 9,788 5,786 13,645 Foreign 743 (1,666 ) 1,544 Provision for income taxes $ 25,565 $ 13,832 $ 28,780 |
Schedule of effective income tax rate reconciliation | The provision for income taxes is reconciled to the federal statutory income tax rate of 35% as follows: Year Ended December 31, 2016 2015 2014 (In thousands) Federal income taxes at statutory rate $ 22,134 $ (11,121 ) $ 20,961 State income taxes, net of federal benefit 2,280 1,872 1,975 Goodwill impairment — 15,824 — Foreign taxes 2,273 3,804 1,544 Change in valuation allowance (2,196 ) 3,643 3,023 Research and development credits (429 ) (1,912 ) (266 ) Foreign tax credits (865 ) (651 ) (1,043 ) Nondeductible meals and entertainment 1,111 1,441 1,662 Tax rate changes (71 ) 412 1,002 Other 1,328 520 (78 ) Provision for income taxes $ 25,565 $ 13,832 $ 28,780 |
Schedule of deferred tax assets | Deferred income taxes consisted of the following at December 31, 2016 and 2015 : 2016 2015 (In thousands) Accrued compensation $ 13,862 $ 12,057 Accrued pension liabilities 33,295 42,485 Self-insured risks 9,304 9,999 Deferred revenues 9,949 10,725 Accrued rent 1,511 1,804 Interest 5,258 6,178 Tax credit carryforwards 24,784 32,232 Loss carryforwards 23,518 27,123 Other 895 3,099 Gross deferred income tax assets 122,376 145,702 Accounts receivable allowance 6,148 6,300 Unbilled revenues 13,917 12,143 Depreciation and amortization 58,985 63,775 Other post-retirement benefits 235 294 Gross deferred income tax liabilities 79,285 82,512 Net deferred income tax assets before valuation allowance 43,091 63,190 Valuation allowance (14,498 ) (17,204 ) Net deferred income tax assets $ 28,593 $ 45,986 Amounts recognized in the Consolidated Balance Sheets consist of : Long-term deferred income tax assets included in "Deferred income tax assets" 30,379 47,371 Long-term deferred income tax liabilities included in "Other noncurrent liabilities" (1,786 ) (1,385 ) Net deferred income tax assets $ 28,593 $ 45,986 |
Summary of valuation allowance | Changes in the Company's deferred tax valuation allowance are recorded as adjustments to the provision for income taxes. An analysis of the Company's deferred tax asset valuation allowances is as follows for the years ended December 31, 2016 , 2015 , and 2014 . 2016 2015 2014 (In thousands) Balance, beginning of year $ 17,204 $ 15,231 $ 12,518 Other changes (2,706 ) 1,973 2,713 Balance, end of year $ 14,498 $ 17,204 $ 15,231 |
Summary of unrecognized income tax benefits | A reconciliation of the beginning and ending balance of unrecognized income tax benefits follows: (In thousands) Balance at December 31, 2013 $ 7,924 Reductions for tax positions related to the current year (1,664 ) Additions for tax positions related to prior years $ 49 Lapses of applicable statutes of limitation (412 ) Balance at December 31, 2014 5,897 Additions for tax provisions related to the current year 229 Reductions for tax positions related to prior years $ (2,224 ) Additions for tax positions related to prior years 2,349 Lapses of applicable statutes of limitation $ (64 ) Balance at December 31, 2015 6,187 Additions for tax provisions related to the current year 159 Reductions for tax positions related to prior years (989 ) Additions for tax positions related to prior years 278 Lapses of applicable statutes of limitation (166 ) Balance at December 31, 2016 $ 5,469 |
Retirement Plans (Tables)
Retirement Plans (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Schedule of benefit obligations in excess of fair value of plan assets | The majority of the Company's defined benefit pension plans have projected benefit obligations in excess of the fair value of plan assets. For these plans, the projected benefit obligations and the fair value of plan assets were as follows as of December 31, 2016 and 2015 : December 31, 2016 2015 (In thousands) Projected benefit obligations $ 520,906 $ 538,507 Fair value of plans' assets 412,205 413,204 |
Schedule of fair value of plan assets in excess of benefit obligations | Certain of the Company's U.K. Plans have fair values of plan assets that exceed the projected benefit obligations. For these plans, the projected benefit obligations and the fair value of plan assets were as follows as of December 31, 2016 and 2015 : December 31, 2016 2015 (In thousands) Projected benefit obligations $ 243,661 $ 261,186 Fair value of plans' assets 265,253 276,295 |
Schedule of accumulated benefit obligations in excess of fair value of plan assets | A reconciliation of the beginning and ending balances of the projected benefit obligations and the fair value of plans' assets for the Company's defined benefit pension plans as of the plans' most recent measurement dates is as follows: Year Ended December 31, 2016 2015 (In thousands) Projected Benefit Obligations: Beginning of measurement period $ 799,693 $ 868,747 Service cost 1,218 1,698 Interest cost 30,129 32,655 Employee contributions 86 187 Actuarial loss (gain) 51,859 (31,078 ) Plan curtailments — (5,490 ) Benefits paid (63,537 ) (52,187 ) Foreign currency effects (54,881 ) (14,839 ) End of measurement period 764,567 799,693 Fair Value of Plans' Assets: Beginning of measurement period 689,499 725,770 Actual return on plans' assets 94,750 12,863 Employer contributions 14,727 16,600 Employee contributions 86 187 Benefits paid (63,537 ) (52,187 ) Foreign currency effects (58,067 ) (13,734 ) End of measurement period 677,458 689,499 Unfunded Status $ (87,109 ) $ (110,194 ) |
Schedule of net funded status | The underfunded status of the Company's defined benefit pension plans recognized in the Consolidated Balance Sheets at December 31 consisted of: December 31, 2016 2015 (In thousands) U.S. Qualified Plan $ 103,545 $ 120,542 U.K. Plans — — Other international plans 1,630 1,190 Subtotal, included in "Accrued pension liabilities" 105,175 121,732 Prepaid pension asset included in "Other noncurrent assets" (21,591 ) (15,109 ) Unfunded status of nonqualified defined benefit deferred pension plans included in "Other accrued liabilities" 320 322 Unfunded status of nonqualified defined benefit pension plans included in "Other noncurrent liabilities" 3,205 3,249 Total unfunded status $ 87,109 $ 110,194 Accumulated other comprehensive loss, before income taxes $ (279,422 ) $ (309,120 ) |
Schedule of net unrecognized actuarial gain (loss) | The following tables set forth the 2016 and 2015 changes in accumulated other comprehensive loss for the Company's defined benefit retirement plans and post-retirement medical benefits plan on a combined basis: Defined Benefit Pension Plans Post-Retirement Medical Benefits Plan (In thousands) Net unrecognized actuarial (loss) gain, December 31, 2014 $ (334,661 ) $ 912 Amortization of net loss (gain) 14,223 (152 ) Net gain arising during the year 7,439 — Currency translation 3,119 — Net unrecognized actuarial (loss) gain, December 31, 2015 (309,880 ) 760 Amortization of net loss (gain) 13,338 (152 ) Net gain arising during the year 6,183 — Currency translation 10,329 — Net unrecognized actuarial (loss) gain, December 31, 2016 $ (280,030 ) $ 608 |
Schedule of net periodic benefit costs | Net periodic benefit cost related to all of the Company's defined benefit pension plans recognized in the Company's Consolidated Statements of Operations for the years ended December 31, 2016 , 2015 , and 2014 included the following components: Year Ended December 31, 2016 2015 2014 (In thousands) Service cost $ 1,218 $ 1,698 $ 2,667 Interest cost 30,129 32,655 35,270 Expected return on assets (36,406 ) (41,710 ) (45,481 ) Amortization of actuarial loss 12,840 13,371 11,828 Net periodic benefit cost $ 7,781 $ 6,014 $ 4,284 |
Schedule of expected benefit payments | Over the next ten years, the following benefit payments are expected to be required to be made from the Company's U.S. and U.K. defined benefit pension plans: Year Ending December 31, Expected Benefit Payments (In thousands) 2017 $ 41,661 2018 42,277 2019 42,796 2020 43,285 2021 43,584 2022-2026 219,194 |
Schedule of assumptions used | Certain assumptions used in computing the benefit obligations and net periodic benefit cost for the U.S. and U.K. defined benefit pension plans were as follows: U.S. Qualified Plan: 2016 2015 Discount rate used to compute benefit obligations 4.15 % 4.40 % Discount rate used to compute periodic benefit cost 4.40 % 4.06 % Expected long-term rates of return on plans' assets 6.50 % 6.50 % U.K. Defined Benefit Plans: 2016 2015 Discount rate used to compute benefit obligations 2.65 % 3.85 % Discount rate used to compute periodic benefit cost 3.85 % 3.90 % Expected long-term rates of return on plans' assets 5.85 % 5.60 % |
Schedule of allocation of plan assets | Asset allocations at the respective measurement dates, by asset category, for the Company's U.S. and U.K. qualified defined benefit pension plans were as follows: U.S. Qualified Plan U.K. Plans December 31, 2016 2015 2016 2015 Equity securities 30.2 % 28.0 % 26.7 % 24.6 % Fixed income securities 66.7 % 65.8 % 60.1 % 57.9 % Alternative strategies 1.1 % 2.9 % 11.8 % 16.6 % Cash, cash equivalents and short-term investment funds 2.0 % 3.3 % 1.4 % 0.9 % Total asset allocation 100.0 % 100.0 % 100.0 % 100.0 % |
Common Stock and Earnings (Lo34
Common Stock and Earnings (Loss) per Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of earnings (loss) per share, basic | The computations of basic net income (loss) attributable to shareholders of Crawford & Company per common share were as follows: Year Ended December 31, 2016 2015 2014 CRD-A CRD-B CRD-A CRD-B CRD-A CRD-B (In thousands, except earnings (loss) per share) Earnings (loss) per share - basic: Numerator: Allocation of undistributed earnings (loss) $ 12,432 $ 9,969 $ (32,651 ) $ (26,348 ) $ 10,408 $ 8,499 Dividends paid 8,627 4,938 8,573 4,938 7,273 4,444 Net income (loss) available to common shareholders, basic 21,059 14,907 (24,078 ) (21,410 ) 17,681 12,943 Denominator: Weighted-average common shares outstanding, basic 30,793 24,690 30,596 24,690 30,237 24,690 Earnings (loss) per share - basic $ 0.68 $ 0.60 $ (0.79 ) $ (0.87 ) $ 0.58 $ 0.52 |
Schedule of earnings (loss) per share, diluted | The computations of diluted net income (loss) attributable to shareholders of Crawford & Company per common share were as follows: Year Ended December 31, 2016 2015 2014 CRD-A CRD-B CRD-A CRD-B CRD-A CRD-B (In thousands, except earnings (loss) per share) Earnings (loss) per share - diluted: Numerator: Allocation of undistributed earnings (loss) $ 12,563 $ 9,838 $ (32,651 ) $ (26,348 ) $ 10,522 $ 8,385 Dividends paid 8,627 4,938 8,573 4,938 7,273 4,444 Net income (loss) available to common shareholders, diluted 21,190 14,776 (24,078 ) (21,410 ) 17,795 12,829 Denominator: Weighted-average common shares outstanding, basic 30,793 24,690 30,596 24,690 30,237 24,690 Weighted-average effect of dilutive securities (1) 737 — — — 746 — Weighted-average number of shares outstanding, diluted 31,530 24,690 30,596 24,690 30,983 24,690 Earnings (loss) per share - diluted $ 0.67 $ 0.60 $ (0.79 ) $ (0.87 ) $ 0.57 $ 0.52 (1) For the year ended December 31, 2015, the Company excluded from its loss per share calculations all common share equivalents because their inclusion would have been anti-dilutive. The weighted-average number of these common share equivalents for the year ended December 31, 2015 totaled approximately 494,000 . |
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 (loss) per share for CRD-A because their inclusion would have been antidilutive: Year Ended December 31, 2016 2015 2014 (In thousands) Shares underlying stock options excluded due to the options' respective exercise prices being greater than the average stock price during the period 115 24 — Performance stock grants excluded because performance conditions had not been met (1) — 1,045 1,568 (1) Compensation cost is recognized for these performance stock grants based on expected achievement rates; however no consideration is given for these performance stock grants when calculating earnings per share until the performance measurements are actually achieved. |
Accumulated Other Comprehensi35
Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated Other Comprehensive Loss | The changes in components of "Accumulated other comprehensive loss" ("AOCL"), net of taxes and noncontrolling interests, included in the Company's Consolidated Balance Sheets were as follows: Foreign currency translation adjustments Retirement liabilities AOCL attributable to shareholders of Crawford & Company (In thousands) Balance at December 31, 2014 $ (4,659 ) $ (217,299 ) $ (221,958 ) Other comprehensive loss before reclassifications (19,688 ) — (19,688 ) Unrealized net gains arising during the year — 8,209 8,209 Amounts reclassified from accumulated other comprehensive income (1) — 10,806 10,806 Net current period other comprehensive (loss) income (19,688 ) 19,015 (673 ) Balance at December 31, 2015 (24,347 ) (198,284 ) (222,631 ) Other comprehensive loss before reclassifications (9,102 ) — (9,102 ) Unrealized net gains arising during the year — 11,337 11,337 Amounts reclassified from accumulated other comprehensive income to net income (1) — 8,623 8,623 Net current period other comprehensive (loss) income (9,102 ) 19,960 10,858 Balance at December 31, 2016 $ (33,449 ) $ (178,324 ) $ (211,773 ) (1) Retirement liabilities reclassified to net income are related to the amortization of actuarial losses and are included in "Selling, general, and administrative expenses" in the Company's Consolidated Statements of Operations. See Note 8, "Retirement Plans" for additional details. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Share-based Compensation [Abstract] | |
Summary of option activity | A summary of option activity as of December 31, 2016 , 2015 , and 2014 , and changes during each year, is presented below: Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value (In thousands) (In thousands) Outstanding at December 31, 2013 1,660 $ 5.57 5.1 years $ 3,517 Exercised (449 ) 5.11 Forfeited or expired (375 ) 6.51 Outstanding at December 31, 2014 836 5.40 6.7 years 2,647 Exercised (106 ) 5.20 Forfeited or expired (212 ) 5.86 Outstanding at December 31, 2015 518 5.26 5.0 years 8 Granted 250 8.90 Exercised (164 ) 5.08 Forfeited or expired (115 ) 5.20 Outstanding at December 31, 2016 489 $ 7.19 7.0 years $ 1,168 Vested and Exercisable at December 31, 2016 239 $ 5.40 4.5 years $ 973 |
Schedule of weighted-average assumptions to estimate fair value of each option | The fair value of each option was estimated on the date of grant using the Black-Scholes-Merton option-pricing formula, with the following weighted average assumptions: 2016 Expected dividend yield 2.75 % Expected volatility 60.02 % Risk-free interest rate 2.50 % Expected term of options 10 years |
Nonvested performance shares | A summary of the status of the Company's nonvested performance shares as of December 31, 2016 , 2015 , and 2014 , and changes during each year, is presented below: Shares Weighted-Average Grant-Date Fair Value Nonvested at December 31, 2013 1,641,000 $ 4.26 Granted 1,086,000 6.93 Vested (193,289 ) 5.47 Forfeited or unearned (758,000 ) 3.85 Nonvested at December 31, 2014 1,775,711 5.93 Granted 1,104,300 6.46 Vested (259,150 ) 6.22 Forfeited or unearned (1,304,675 ) 5.56 Nonvested at December 31, 2015 1,316,186 6.65 Granted 1,179,384 4.47 Vested (499,370 ) 5.28 Forfeited or unearned (1,189,319 ) 6.28 Nonvested at December 31, 2016 806,881 $ 6.17 |
Restricted shares | A summary of the status of the Company's restricted shares of CRD-A as of December 31, 2016 , 2015 , and 2014 and changes during each year, is presented below: Shares Weighted-Average Grant-Date Fair Value Nonvested at December 31, 2013 69,000 $ 5.07 Granted 154,145 7.85 Vested (129,811 ) 6.44 Forfeited or unearned (5,000 ) 6.59 Nonvested at December 31, 2014 88,334 7.83 Granted 53,000 6.72 Vested (38,332 ) 3.91 Forfeited or unearned (2,000 ) 4.44 Nonvested at December 31, 2015 101,002 5.01 Granted 133,871 6.54 Vested (160,536 ) 6.57 Forfeited or unearned (6,668 ) 8.90 Nonvested at December 31, 2016 67,669 $ 7.56 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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: December 31, 2016 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total (In thousands) Assets: Money market funds (1) $ 10,051 $ — $ — $ 10,051 Liabilities: Contingent earnout liability (3) — — 1,407 1,407 December 31, 2015 Level 1 Level 2 Level 3 Total (In thousands) Assets: Money market funds (1) $ 11 $ — $ — $ 11 Derivative not designated as hedging instrument: Cross currency basis swap (2) — 6,060 — 6,060 Liabilities: Contingent earnout liability (3) — — 1,921 1,921 ____________________ (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 on the Company's Consolidated Balance Sheets in "Cash and cash equivalents." (2) At December 31, 2015, the Company had a cross currency basis swap. The fair value of the Company's 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 this cross currency basis swap was included in "Other noncurrent assets" on the Company's Consolidated Balance Sheets, based upon the term of the cross currency basis swap. This swap was settled in 2016. (3) The fair value of the contingent earnout liability for the Buckley Scott acquisition was estimated using an internally-prepared probability-weighted discounted cash flow analysis. The fair value analysis relied upon both Level 2 data (publicly observable data such as market interest rates and capital structures of peer companies) and Level 3 data (internal data such as the Company's operating projections). As such, these are Level 3 fair value measurements. The valuation is sensitive to Level 3 data, but is currently payable. As such, the fair value is not expected to vary materially from the balance recorded. The difference in the liability during the year is primarily due to the change in foreign exchange rates. The fair value of the contingent earnout liability is included in "Other accrued liabilities" on the Company's Consolidated Balance Sheets, based upon the term of the contingent earnout agreement. |
Pension plan assets within fair value hierarchy | The following table summarizes the level within the fair value hierarchy used to determine the fair value of the Company's pension plan assets for its U.S Qualified Plan at December 31, 2016 and 2015 : December 31, 2016 2015 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total (In thousands) Asset Category: Cash and cash equivalents $ 1,441 $ — $ — $ 1,441 $ 5,928 $ — $ — $ 5,928 Short-term investment funds — 5,844 — 5,844 — 6,876 — 6,876 Equity Securities: U.S. — 80,229 — 80,229 — 73,397 — 73,397 International — 33,243 — 33,243 — 33,109 — 33,109 Fixed Income Securities: U.S. 22,655 212,998 — 235,653 29,888 208,356 — 238,244 International — 14,999 — 14,999 — 12,165 — 12,165 Other — 4,222 — 4,222 — 10,946 — 10,946 TOTAL $ 24,096 $ 351,535 $ — $ 375,631 $ 35,816 $ 344,849 $ — $ 380,665 The following table summarizes the level within the fair value hierarchy used to determine the fair value of the Company's pension plan assets for its U.K. plans at December 31, 2016 and 2015 : December 31, 2016 2015 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total (In thousands) Asset Category: Cash and cash equivalents $ 3,770 $ — $ — $ 3,770 $ 2,600 $ — $ — $ 2,600 Equity Securities: U.S. — 54,712 — 54,712 — 44,034 — 44,034 International — 16,167 — 16,167 — 23,789 — 23,789 Fixed Income Securities: Money market funds — 120,458 — 120,458 — 103,399 — 103,399 Government securities — 28,772 — 28,772 — 44,094 — 44,094 Corporate bonds and debt securities — 9,467 — 9,467 — 11,755 — 11,755 Mortgage-backed securities — 610 — 610 — 788 — 788 Alternative strategy funds — 21,982 — 21,982 — 30,208 — 30,208 Real estate funds — — 9,315 9,315 — — 15,627 15,627 TOTAL $ 3,770 $ 252,168 $ 9,315 $ 265,253 $ 2,600 $ 258,067 $ 15,627 $ 276,294 |
Reconciliation of level 3 assets | The following table provides a reconciliation of the beginning and ending balance of Level 3 assets within the Company's U.K. pension plan during the years ended December 31, 2016 and 2015 : Real Estate Funds U.K. (in thousands) Balance at December 31, 2014 $ 14,740 Actual return on plan assets: Related to assets still held at the reporting date 887 Purchases, sales and settlements—net — Balance at December 31, 2015 15,627 Actual return on plan assets: Related to assets still held at the reporting date (3,145 ) Purchases, sales and settlements—net (3,167 ) Balance at December 31, 2016 $ 9,315 |
Segment and Geographic Inform38
Segment and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting information | Financial information as of and for the years ended December 31, 2016 , 2015 , and 2014 related to the Company's reportable segments is presented below. U.S. Services International Broadspire Garden City Group Total (In thousands) 2016 Revenues before reimbursements $ 231,198 $ 479,884 $ 301,977 $ 96,227 $ 1,109,286 Segment operating earnings 35,716 42,538 30,003 7,843 116,100 Depreciation and amortization (1) 2,832 7,673 9,638 3,512 23,655 Assets 55,823 306,542 96,619 78,369 537,353 2015 Revenues before reimbursements $ 242,488 $ 506,650 $ 293,032 $ 128,215 $ 1,170,385 Segment operating earnings 32,702 18,799 24,017 11,507 87,025 Depreciation and amortization (1) 2,780 8,579 8,841 5,783 25,983 Assets 56,731 332,954 105,518 87,608 582,811 2014 Revenues before reimbursements $ 215,385 $ 488,284 $ 268,890 $ 170,292 $ 1,142,851 Segment operating earnings 18,039 25,344 15,469 22,849 81,701 Depreciation and amortization (1) 2,415 7,525 8,448 5,895 24,283 Assets 46,846 318,689 103,899 122,129 591,563 ______________________ (1) Excludes amortization expense of finite-lived customer relationships and trade name intangible assets. |
Schedule of revenues by service line by reporting segments | Revenues by major service line for the U.S. Services and the Broadspire segments are shown in the following table. It is not practicable to provide revenues by service line for the International segment. The Company considers all Garden City Group revenues to be derived from one service line. Year Ended December 31, 2016 2015 2014 (In thousands) U.S. Services U.S. Claims Field Operations $ 81,270 $ 85,265 $ 96,390 U.S. Technical Services 28,659 28,610 24,822 U.S. Catastrophe Services 50,549 69,290 43,656 Subtotal U.S. Claims Services 160,478 183,165 164,868 U.S. Contractor Connection 70,720 59,323 50,517 Total Revenues before Reimbursements—U.S. Services $ 231,198 $ 242,488 $ 215,385 Broadspire Workers' Compensation, Disability, and Liability Claims Management $ 127,618 $ 121,875 $ 112,334 Medical Management 160,185 156,290 140,903 Risk Management Information Services 14,174 14,867 15,653 Total Revenues before Reimbursements—Broadspire $ 301,977 $ 293,032 $ 268,890 |
Reconciliation of capital expenditures from segments to consolidated | Capital expenditures for the years ended December 31, 2016 , 2015 , and 2014 are shown in the following table: Year Ended December 31, 2016 2015 2014 (In thousands) U.S. Services $ 936 $ 3,100 $ 4,855 International 6,911 8,874 7,440 Broadspire 4,678 6,574 7,705 Garden City Group 2,607 600 2,476 Corporate 14,067 13,771 6,721 Total capital expenditures $ 29,199 $ 32,919 $ 29,197 |
Reconciliation of revenues from segments to consolidated | The total of the Company's reportable segments' revenues before reimbursements reconciled to total consolidated revenues for the years ended December 31, 2016 , 2015 , and 2014 was as follows: Year Ended December 31, 2016 2015 2014 (In thousands) Segments' revenues before reimbursements $ 1,109,286 $ 1,170,385 $ 1,142,851 Reimbursements 68,302 71,135 74,112 Total consolidated revenues $ 1,177,588 $ 1,241,520 $ 1,216,963 |
Reconciliation of segment operating earnings from segments to consolidated | The Company's reportable segments' total operating earnings reconciled to consolidated income (loss) before income taxes for the years ended December 31, 2016 , 2015 , and 2014 were as follows: Year Ended December 31, 2016 2015 2014 (In thousands) Operating earnings of all reportable segments $ 116,100 $ 87,025 $ 81,701 Unallocated corporate and shared costs and credits (23,971 ) (16,605 ) (8,582 ) Net corporate interest expense (9,185 ) (8,383 ) (6,031 ) Stock option expense (621 ) (433 ) (859 ) Amortization of customer-relationship intangible assets (9,592 ) (9,668 ) (6,341 ) Goodwill impairment charges — (49,314 ) — Restructuring and special charges (9,490 ) (34,395 ) — Income (loss) before income taxes $ 63,241 $ (31,773 ) $ 59,888 |
Reconciliation of assets from segment to consolidated | The Company's reportable segments' total assets reconciled to consolidated total assets of the Company at December 31, 2016 and 2015 are presented in the following table. All foreign-denominated cash and cash equivalents are reported within the International segment, while all U.S. cash and cash equivalents are reported as corporate assets in the following table: December 31, 2016 2015 (In thousands) Assets of reportable segments $ 537,353 $ 582,811 Corporate assets: Cash and cash equivalents 20,492 12,944 Unallocated allowances on receivables (4,138 ) (4,293 ) Prepaid expenses and other current assets 16,362 15,282 Property and equipment 5,631 6,043 Capitalized software costs, net 77,019 74,790 Assets of deferred compensation plan 16,227 15,881 Capitalized loan costs 2,642 3,991 Deferred income tax assets 30,379 47,371 Other noncurrent assets 33,892 28,586 Total corporate assets 198,506 200,595 Total assets $ 735,859 $ 783,406 |
Schedule of disclosure on geographic areas, revenue and long-lived assets in individual foreign countries by country | Revenues and long-lived assets for the countries in which revenues or long-lived assets represent more than 10 percent of the consolidated totals are set out below. For the purposes of these geographic area disclosures, long-lived assets include items such as property and equipment and capital lease assets but exclude intangible assets, including goodwill. In the International segment, only the U.K. and Canada are considered material for disclosure. U.K. Canada Other Total International Segment (In thousands) 2016 Revenues before reimbursements $ 171,869 $ 106,696 $ 201,319 $ 479,884 Long-lived assets 37,228 5,772 4,377 47,377 2015 Revenues before reimbursements 186,375 110,180 210,095 506,650 Long-lived assets 51,457 6,656 6,747 64,860 2014 Revenues before reimbursements 128,561 129,246 230,477 488,284 Long-lived assets 12,116 2,274 7,324 21,714 |
Restructuring and Special Cha39
Restructuring and Special Charges (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Schedule of restructuring and related costs | As of December 31, 2016 , the following liabilities remained on the Company's Consolidated Balance Sheets related to restructuring charges recorded in 2012, 2015 and 2016. The rollforwards of these costs to December 31, 2016 were as follows: Restructuring Charges Deferred rent Accrued compensation and related costs Accounts payable Other accrued liabilities Total Balance at December 31, 2014 $ 1,431 $ 131 $ — $ 308 $ 1,870 Additions 2,588 16,262 6,713 3,173 28,736 Adjustments to accruals (448 ) — — (13 ) (461 ) Cash payments — (9,387 ) (5,647 ) (211 ) (15,245 ) Balance at December 31, 2015 3,571 7,006 1,066 3,257 14,900 Additions 1,526 2,995 3,611 433 8,565 Adjustments to accruals (1,112 ) — (136 ) — (1,248 ) Cash payments (919 ) (8,476 ) (3,924 ) (1,741 ) (15,060 ) Balance at December 31, 2016 $ 3,066 $ 1,525 $ 617 $ 1,949 $ 7,157 The following table shows the costs incurred by type of restructuring activity: Restructuring Charges 2016 2015 Year Ended December 31, (In thousands) Implementation and phase-in of the Centers $ 3,741 $ 4,429 Integration costs related to the GAB Robins acquisition and International segment restructuring 2,975 15,596 Restructuring activities for U.S. Services segment — 1,238 Administrative restructuring costs — 1,725 Cease use loss on leased facilities 255 2,847 Asset impairments and lease termination costs 1,594 2,901 Total restructuring charges $ 8,565 $ 28,736 |
Significant Accounting and Re40
Significant Accounting and Reporting Policies-Narrative (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016USD ($)countrysegmentclass_of_stock | Dec. 31, 2015USD ($) | |
Variable Interest Entity [Line Items] | ||
Number of countries in which entity operates (more than) | country | 70 | |
Number of classes of common stock | class_of_stock | 2 | |
Number of operating segments | segment | 4 | |
Outside of the U.S. | ||
Variable Interest Entity [Line Items] | ||
Time deposits, at carrying value | $ 715 | |
Primary beneficiary | ||
Variable Interest Entity [Line Items] | ||
Deferred compensation plan liabilities | 9,385 | $ 9,861 |
Deferred compensation plan assets | $ 16,227 | 15,881 |
Lloyd Warwick International | ||
Variable Interest Entity [Line Items] | ||
Variable interest entity, ownership percentage | 51.00% | |
Variable interest entity, maximum loss exposure | $ 10,000 | |
Asset carrying amount | 9,300 | 8,831 |
Liability carrying amount | 10,554 | 11,841 |
Lloyd Warwick International | Loan from Crawford | ||
Variable Interest Entity [Line Items] | ||
Liability carrying amount | $ 8,704 | $ 10,214 |
Class A Common Stock | ||
Variable Interest Entity [Line Items] | ||
Approval rate to waive equal consideration rights | 75.00% |
Significant Accounting and Re41
Significant Accounting and Reporting Policies-Receivables (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Allowance for doubtful accounts, beginning of period | $ 13,133 | $ 10,960 | $ 10,234 |
Provision for bad debt expense | 2,654 | 1,432 | 2,117 |
Write-offs, net of recoveries | 50 | (684) | (812) |
Currency translation and other changes | (937) | (868) | (579) |
Adjustments for business acquisitions and dispositions | (401) | 2,293 | 0 |
Allowance for doubtful accounts, end of period | 14,499 | 13,133 | 10,960 |
Sales allowances, services | $ 2,704 | $ 2,704 | $ 1,786 |
Significant Accounting and Re42
Significant Accounting and Reporting Policies-Goodwill, Indefinite-Lived Intangible Assets, and Other Long-Lived Assets (Details) - Step 1 - International | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill [Line Items] | |
Fair value inputs, discount rate | 16.50% |
Fair value inputs, terminal growth rate | 2.00% |
Significant Accounting and Re43
Significant Accounting and Reporting Policies-Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 125,493 | $ 140,383 | |
Less accumulated depreciation | (95,888) | (102,331) | |
Net Property and Equipment | 29,605 | 38,052 | |
Property, plant and equipment, additions from capital leases | 242 | 1,283 | $ 21 |
Depreciation and amortization of leased asset | 14,729 | 17,715 | 16,606 |
Amortization of intangible assets | 9,969 | 10,410 | 7,084 |
Self insurance reserve | 26,311 | 23,476 | |
Self insurance reserve, current | 14,771 | 14,122 | |
Foreign currency transaction gain (loss), before tax | 339 | 684 | 274 |
Advertising expense | 3,382 | 3,803 | 2,981 |
Capitalized software | |||
Property, Plant and Equipment [Line Items] | |||
Amortization of intangible assets | 16,045 | 15,372 | $ 13,954 |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 321 | 312 | |
Buildings and improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 26,612 | 26,586 | |
Buildings and improvements | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life | 7 years | ||
Buildings and improvements | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life | 40 years | ||
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 36,726 | 44,865 | |
Furniture and fixtures | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life | 3 years | ||
Furniture and fixtures | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life | 10 years | ||
Data processing equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 60,381 | 64,926 | |
Data processing equipment | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life | 3 years | ||
Data processing equipment | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life | 5 years | ||
Automobiles | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 1,453 | $ 3,694 | |
Automobiles | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life | 3 years | ||
Automobiles | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life | 4 years |
Acquisitions and Dispositions44
Acquisitions and Dispositions of Businesses (Details) $ in Thousands | Dec. 15, 2015USD ($) | Oct. 01, 2015 | Dec. 01, 2014USD ($) | Jul. 15, 2014USD ($) | Feb. 28, 2014USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) |
Business Acquisition [Line Items] | |||||||||
Amortization of intangible assets | $ 9,969 | $ 10,410 | $ 7,084 | ||||||
Cash surrendered from sale of business | $ 0 | 0 | $ 1,554 | ||||||
Minimum | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible asset, useful life | 2 years | ||||||||
Maximum | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible asset, useful life | 15 years | ||||||||
GAB Robins | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, percentage of voting interests acquired | 100.00% | ||||||||
Payments to acquire businesses, preliminary gross | $ 71,812 | ||||||||
Business combination, provisional information, initial accounting incomplete, adjustment, consideration transferred | 2,182 | ||||||||
Payments to acquire businesses, gross | $ 73,994 | ||||||||
Amortization of intangible assets | $ 3,375 | ||||||||
GAB Robins | Customer relationships | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets acquired | $ 38,210 | ||||||||
Finite-lived intangible asset, useful life | 14 years | ||||||||
GAB Robins | Minimum | Intangible assets not including customer relationships | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible asset, useful life | 2 years | ||||||||
GAB Robins | Maximum | Intangible assets not including customer relationships | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible asset, useful life | 5 years | ||||||||
GAB Robins Aviation Limited | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, percentage of voting interests acquired | 36.00% | 59.00% | 95.00% | ||||||
Payments to acquire businesses, gross | $ 3,672 | ||||||||
Buckley Scott | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, percentage of voting interests acquired | 100.00% | ||||||||
Payments to acquire businesses, gross | $ 3,812 | ||||||||
Business combination, recognized identifiable assets acquired and liabilities assumed, net | 1,532 | ||||||||
Cash and cash equivalents | 488 | ||||||||
Deferred income tax liabilities, noncurrent | $ 473 | ||||||||
Fair value assumptions, expected term | 2 years | ||||||||
Contingent earnout liability | $ 1,407 | ||||||||
Lloyd Warwick International | |||||||||
Business Acquisition [Line Items] | |||||||||
Variable interest entity, ownership percentage | 51.00% | ||||||||
Noncontrolling interest, ownership percentage by noncontrolling owners (percent) | 49.00% | ||||||||
Business combination, right to purchase noncontrolling interest, term | 6 months | ||||||||
Fair value inputs, earnings before interest, taxes, depreciation, and amortization multiple | 7 | ||||||||
Fair value inputs, period to be used in valuation | 36 months | ||||||||
Business combination, right of first refusal, term | 30 days | ||||||||
Crawford South Africa | |||||||||
Business Acquisition [Line Items] | |||||||||
Sale of stock, percentage of ownership before transaction | 74.90% | ||||||||
Net assets sold | $ 2,542 | ||||||||
Cash surrendered from sale of business | $ 1,554 | ||||||||
Loss on disposition of business | $ 474 |
Goodwill and Intangible Asset45
Goodwill and Intangible Assets Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Goodwill [Line Items] | ||||
Goodwill | $ 292,764 | $ 296,630 | $ 283,585 | |
Accumulated impairment losses | (201,014) | (201,014) | (151,700) | |
Net goodwill | 91,750 | 95,616 | 131,885 | |
Goodwill of acquired businesses | 19,046 | |||
Impairment of goodwill | 0 | (49,314) | 0 | |
Other activity (1) | [1] | (531) | 668 | |
Foreign currency effects | (3,335) | (6,669) | ||
U.S. Services | ||||
Goodwill [Line Items] | ||||
Goodwill | 31,829 | 31,829 | 31,829 | |
Accumulated impairment losses | (5,465) | (5,465) | 0 | |
Net goodwill | 26,364 | 26,364 | 31,829 | |
Impairment of goodwill | (5,465) | |||
International | ||||
Goodwill [Line Items] | ||||
Goodwill | 90,203 | 94,069 | 81,024 | |
Accumulated impairment losses | (44,416) | (44,416) | (567) | |
Net goodwill | 45,787 | 49,653 | 80,457 | |
Goodwill of acquired businesses | 19,046 | |||
Impairment of goodwill | (43,849) | |||
Other activity (1) | [1] | (531) | 668 | |
Foreign currency effects | (3,335) | (6,669) | ||
Broadspire | ||||
Goodwill [Line Items] | ||||
Goodwill | 151,133 | 151,133 | 151,133 | |
Accumulated impairment losses | (151,133) | (151,133) | (151,133) | |
Net goodwill | 0 | 0 | 0 | |
Garden City Group | ||||
Goodwill [Line Items] | ||||
Goodwill | 19,599 | 19,599 | 19,599 | |
Accumulated impairment losses | 0 | 0 | 0 | |
Net goodwill | $ 19,599 | $ 19,599 | $ 19,599 | |
[1] | "Other activity" primarily relates to adjustments for deferred taxes acquired in connection with prior period business combinations. |
Goodwill and Intangible Asset46
Goodwill and Intangible Assets Schedule of Acquired Finite-Lived Intangible Asset by Major Class (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 130,013 | $ 138,975 | |
Accumulated Amortization | (73,833) | (65,289) | |
Net Carrying Value | $ 56,180 | $ 73,686 | |
Weighted-Average Amortization Period | 6 years 1 month 24 days | 6 years 10 months 24 days | |
Amortization of intangible assets | $ 9,969 | $ 10,410 | $ 7,084 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
2,017 | 8,381 | ||
2,018 | 8,317 | ||
2,019 | 8,317 | ||
2,020 | 8,267 | ||
2,021 | 7,257 | ||
Customer relationships | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 122,403 | 130,964 | |
Accumulated Amortization | (66,281) | (58,685) | |
Net Carrying Value | $ 56,122 | $ 72,279 | |
Weighted-Average Amortization Period | 6 years 8 months | 8 years | |
Technology-based | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 5,913 | $ 5,913 | |
Accumulated Amortization | (5,913) | (5,536) | |
Net Carrying Value | $ 0 | $ 377 | |
Weighted-Average Amortization Period | 0 months | 6 months | |
Trade name | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 1,697 | $ 2,098 | |
Accumulated Amortization | (1,639) | (1,068) | |
Net Carrying Value | $ 58 | $ 1,030 | |
Weighted-Average Amortization Period | 1 month 6 days | 1 year 1 month 6 days | |
Minimum | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 2 years | ||
Maximum | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 15 years | ||
Corporate | Customer relationships and trade names | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 9,592 | $ 9,668 | $ 6,341 |
Goodwill and Intangible Asset47
Goodwill and Intangible Assets Schedule of Acquired Indefinite-Lived Intangible Assets (Details) - Trade name - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets (excluding goodwill), gross | $ 31,351 | $ 31,775 |
Indefinite-lived intangible assets, accumulated impairments | (600) | (600) |
Indefinite-lived intangible assets (excluding goodwill) | $ 30,751 | $ 31,175 |
Short-Term and Long-Term Debt48
Short-Term and Long-Term Debt, Including Capital Leases Long-term debt instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Capital lease obligations | $ 1,818 | $ 3,615 |
Total long-term debt and capital leases | 188,014 | 247,282 |
Less: portion of Credit Facility classified as short-term | (30) | (19,958) |
Less: current installments of capital leases | (982) | (1,959) |
Long-term debt and capital leases, less current installments | 187,002 | 225,365 |
Credit Facility | ||
Debt Instrument [Line Items] | ||
Credit Facility | $ 186,196 | $ 243,667 |
Short-Term and Long-Term Debt49
Short-Term and Long-Term Debt, Including Capital Leases Credit Facility (Narrative) (Details) | Nov. 05, 2015USD ($) | Dec. 31, 2016USD ($)Integer | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Debt Instrument [Line Items] | ||||
Debt instrument, interest period | 1 month | |||
Line of credit facility, remaining borrowing capacity | $ 198,477,000 | $ 142,413,000 | ||
Number of quarters | Integer | 4 | |||
Short-term borrowings | $ 30,000 | 19,958,000 | ||
Interest expense, debt | 9,934,000 | 8,983,000 | $ 6,812,000 | |
Interest paid | $ 8,451,000 | 7,973,000 | $ 5,880,000 | |
Capital stock of Company's and Guarantor's present and future domestic subsidiaries | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, guarantee obligation, percentage of stock (percent) | 100.00% | |||
Voting stock of present and future first-tier foreign subsidiaries of the Company or Guarantor | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, guarantee obligation, percentage of stock (percent) | 65.00% | |||
Non-voting stock of present and future first-tier foreign subsidiaries of the Company or Guarantor | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, guarantee obligation, percentage of stock (percent) | 100.00% | |||
Capital stock of Foreign Borrowers | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, guarantee obligation, percentage of stock (percent) | 100.00% | |||
Minimum | ||||
Debt Instrument [Line Items] | ||||
Lessee leasing arrangements, capital leases, term of contract | 24 months | |||
Maximum | ||||
Debt Instrument [Line Items] | ||||
Lessee leasing arrangements, capital leases, term of contract | 60 months | |||
Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, current borrowing capacity | $ 400,000,000 | |||
Credit Facility | $ 186,196,000 | 243,667,000 | ||
Credit Facility | London Interbank Offered Rate (LIBOR) | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate (percent) | 1.00% | |||
Credit Facility | Base Rate Loans | Federal Funds Rate | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate (percent) | 0.50% | |||
Credit Facility | Minimum | London Interbank Offered Rate (LIBOR) | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate (percent) | 1.50% | |||
Credit Facility | Minimum | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate (percent) | 0.50% | |||
Credit Facility | Maximum | London Interbank Offered Rate (LIBOR) | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate (percent) | 2.25% | |||
Credit Facility | Maximum | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate (percent) | 1.25% | |||
Credit Facility | UK Borrower | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, current borrowing capacity | $ 185,000,000 | |||
Credit Facility | Canadian Borrower | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, current borrowing capacity | 40,000,000 | |||
Credit Facility | Australian Borrower | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, current borrowing capacity | $ 15,000,000 | |||
Credit Facility | Wells Fargo Bank, National Association | 2015 Amendment to Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, covenant, maximum allowable exclusions from EBITDA in remainder of fiscal year | $ 27,000,000 | |||
Debt instrument, covenant, maximum allowable exclusions from EBITDA in year two | 13,000,000 | |||
Debt instrument, covenant, maximum aggregate allowable exclusions from EBITDA | 38,000,000 | |||
Debt instrument, covenant, allowable disposition of immaterial foreign subsidiaries, maximum book value | $ 15,000,000 | |||
Debt instrument, covenant, coverage ratio | 1.25 | |||
Debt instrument, covenant, leverage ratio in period two | 3.50 | |||
Debt instrument, covenant, leverage ratio in period three | 3.25 | |||
Letter of credit subfacility | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, current borrowing capacity | $ 100,000,000 | |||
Letters of credit outstanding amount | $ 14,809,000 | $ 17,211,000 |
Short-Term and Long-Term Debt50
Short-Term and Long-Term Debt, Including Capital Leases Schedule of maturities of long-term debt (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Long-term Debt, Fiscal Year Maturity [Abstract] | ||
Long-term Debt, 2017 | $ 30 | |
Long-term Debt, 2018 | 186,166 | |
Long-term Debt, 2019 | 0 | |
Long-term Debt, 2020 | 0 | |
Long-term Debt, 2021 | 0 | |
Long-term Debt | 186,196 | |
Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
Capital Lease Obligations, 2017 | 982 | |
Capital Lease Obligations, 2018 | 549 | |
Capital Lease Obligations, 2019 | 205 | |
Capital Lease Obligations, 2020 | 56 | |
Capital Lease Obligations, 2021 | 26 | |
Capital Leases, Future Minimum Payments Due | 1,818 | |
Long-term Debt and Capital Lease Obligations, Fiscal Year Maturity [Abstract] | ||
Total, 2017 | 1,012 | |
Total, 2018 | 186,715 | |
Total, 2019 | 205 | |
Total, 2020 | 56 | |
Total, 2021 | 26 | |
Total long-term debt and capital leases | $ 188,014 | $ 247,282 |
Derivative Instruments (Details
Derivative Instruments (Details) - Currency swap - Not Designated as Hedging Instrument | 1 Months Ended | 12 Months Ended | ||
Sep. 30, 2016USD ($) | Feb. 28, 2011USD ($) | Feb. 28, 2011CAD | Dec. 31, 2016USD ($) | |
Derivative [Line Items] | ||||
Derivative, notional amount | CAD | CAD 34,749,000 | |||
Derivative instrument, periodic payment, basis amount | CAD | CAD 589,000 | |||
Derivative instruments, periodic receivable, basis amount | $ 593,000 | |||
Proceeds from derivative instrument, financing activities | $ 4,100,000 | |||
Loss on derivative instruments, net, pretax | $ (585,000) |
Commitments Under Operating L52
Commitments Under Operating Leases (Details) ft² in Thousands, $ in Thousands | Oct. 10, 2016USD ($)ft² | Jun. 24, 2015ft² | May 01, 2012ft² | Mar. 16, 2010ft² | Feb. 09, 2010ft² | Aug. 01, 2006ft² | Nov. 30, 2014ft² | Jan. 31, 2013ft² | Dec. 31, 2016USD ($)IntegernumberOfBuildingsnumberOfFloorsnumberOfAgreements | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Jan. 31, 2012ft² |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||||||||||||
2,017 | $ 41,099 | |||||||||||
2,018 | 29,498 | |||||||||||
2,019 | 26,735 | |||||||||||
2,020 | 20,500 | |||||||||||
2,021 | 17,773 | |||||||||||
2022 and Thereafter | 33,620 | |||||||||||
Operating Leased Assets [Line Items] | ||||||||||||
Rent expense | 49,399 | $ 51,909 | $ 51,270 | |||||||||
Office space | ||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||
Rent expense | 43,245 | 44,577 | 43,277 | |||||||||
Office space | Atlanta, Georgia | ||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||
Term of lease | 13 years | 11 years | ||||||||||
Area of real estate property (square feet) | ft² | 109 | 160 | ||||||||||
Future minimum payments due | $ 31,500 | 3,961 | ||||||||||
Office space | London, England | ||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||
Term of lease | 10 years | |||||||||||
Area of real estate property (square feet) | ft² | 16 | |||||||||||
Future minimum payments due | 9,100 | |||||||||||
Office space | Jacksonville, FL | ||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||
Term of lease | 7 years 5 months | |||||||||||
Area of real estate property (square feet) | ft² | 50 | |||||||||||
Future minimum payments due | 4,106 | |||||||||||
Office space | Berkeley Heights, New Jersey | ||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||
Term of lease | 10 years | |||||||||||
Area of real estate property (square feet) | ft² | 24 | |||||||||||
Future minimum payments due | 4,703 | |||||||||||
Office space | Seattle, Washington | ||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||
Term of lease | 10 years | |||||||||||
Area of real estate property (square feet) | ft² | 45 | |||||||||||
Future minimum payments due | 7,484 | |||||||||||
Office space | Lake Success, New York | ||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||
Term of lease | 11 years | |||||||||||
Area of real estate property (square feet) | ft² | 44 | 47 | ||||||||||
Future minimum payments due | 8,573 | |||||||||||
Office space | Sunrise, Florida | ||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||
Term of lease | 10 years | |||||||||||
Area of real estate property (square feet) | ft² | 64 | |||||||||||
Future minimum payments due | 4,465 | |||||||||||
Office space | Plantation, Florida | ||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||
Future minimum payments due | $ 22,363 | |||||||||||
Number of leased buildings in Plantation, FL | Integer | 2 | |||||||||||
Future Minimum Sublease Rentals, Operating Leases, Fiscal Year Maturity [Abstract] | ||||||||||||
2,017 | $ 3,569 | |||||||||||
2,018 | 4,057 | |||||||||||
2,019 | 4,146 | |||||||||||
2,020 | 4,238 | |||||||||||
2,021 | 4,332 | |||||||||||
Total minimum sublease payments to be received | $ 20,342 | |||||||||||
Sublease agreements (number of agreements) | numberOfAgreements | 1 | |||||||||||
Floors in sublease agreement (number of floors) | numberOfFloors | 3 | |||||||||||
Floors in building (number of floors) | numberOfFloors | 4 | |||||||||||
Buildings with sublease on three of four floors (number of buildings) | numberOfBuildings | 1 | |||||||||||
Automobiles | ||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||
Rent expense | $ 6,043 | 7,319 | 7,615 | |||||||||
Computers and equipment | ||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||
Rent expense | $ 111 | $ 13 | $ 378 |
Income Taxes-Income (loss) befo
Income Taxes-Income (loss) before income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
U.S. | $ 33,051 | $ 22,414 | $ 40,840 |
Foreign | 30,190 | (54,187) | 19,048 |
Income (Loss) Before Income Taxes | $ 63,241 | $ (31,773) | $ 59,888 |
Income Taxes-Provision for Inco
Income Taxes-Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current: | |||
U.S. federal and state | $ 5,196 | $ 5,716 | $ 4,867 |
Foreign | 9,838 | 3,996 | 8,724 |
Deferred: | |||
U.S. federal and state | 9,788 | 5,786 | 13,645 |
Foreign | 743 | (1,666) | 1,544 |
Provision for income taxes | 25,565 | 13,832 | 28,780 |
Cash payments for income taxes | $ 16,170 | $ 9,690 | $ 13,017 |
Income Taxes-Reconciliation to
Income Taxes-Reconciliation to federal statutory rate (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income tax provision reconciliation to federal statutory rate | |||
Federal statutory income tax rate | 35.00% | ||
Federal income taxes at statutory rate | $ 22,134 | $ (11,121) | $ 20,961 |
State income taxes, net of federal benefit | 2,280 | 1,872 | 1,975 |
Goodwill impairment | 0 | 15,824 | 0 |
Foreign taxes | 2,273 | 3,804 | 1,544 |
Change in valuation allowance | (2,196) | 3,643 | 3,023 |
Research and development credits | (429) | (1,912) | (266) |
Foreign tax credits | (865) | (651) | (1,043) |
Nondeductible meals and entertainment | 1,111 | 1,441 | 1,662 |
Tax rate changes | (71) | 412 | 1,002 |
Other | 1,328 | 520 | (78) |
Provision for income taxes | 25,565 | $ 13,832 | $ 28,780 |
Undistributed earnings of foreign subsidiaries | $ 170,000 |
Income Taxes-Deferred income ta
Income Taxes-Deferred income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Deferred tax assets, gross | ||||
Accrued compensation | $ 13,862 | $ 12,057 | ||
Accrued pension liabilities | 33,295 | 42,485 | ||
Self-insured risks | 9,304 | 9,999 | ||
Deferred revenues | 9,949 | 10,725 | ||
Accrued rent | 1,511 | 1,804 | ||
Interest | 5,258 | 6,178 | ||
Tax credit carryforwards | 24,784 | 32,232 | ||
Loss carryforwards | 23,518 | 27,123 | ||
Other | 895 | 3,099 | ||
Gross deferred income tax assets | 122,376 | 145,702 | ||
Deferred tax liabilities, gross | ||||
Accounts receivable allowance | 6,148 | 6,300 | ||
Unbilled revenues | 13,917 | 12,143 | ||
Depreciation and amortization | 58,985 | 63,775 | ||
Other post-retirement benefits | 235 | 294 | ||
Gross deferred income tax liabilities | 79,285 | 82,512 | ||
Net deferred income tax assets before valuation allowance | 43,091 | 63,190 | ||
Valuation allowance | (14,498) | (17,204) | $ (15,231) | $ (12,518) |
Net deferred income tax assets | 28,593 | 45,986 | ||
Amounts recognized in the Consolidated Balance Sheets consist of : | ||||
Deferred income tax assets | 30,379 | 47,371 | ||
Long-term deferred income tax liabilities included in Other noncurrent liabilities | (1,786) | (1,385) | ||
Net deferred income tax assets | 28,593 | $ 45,986 | ||
Deferred Tax Assets, Operating Loss Carryforwards, Alternative [Abstract] | ||||
Loss carryforwards | 24,928 | |||
Unrecognized tax benefits, loss carryforwards | 739 | |||
Stock based compensation attributes, net operating loss carryforward | 671 | |||
Operating loss carryforwards, not subject to expiration | 15,743 | |||
Operating loss carryforwards, subject to expiration | $ 9,185 | |||
Operating loss carryforwards, expiration period | 20 years |
Income Taxes-Deferred tax valua
Income Taxes-Deferred tax valuation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Valuation Allowance, Deferred Tax Asset [Roll Forward] | |||
Balance, beginning of year | $ 17,204 | $ 15,231 | $ 12,518 |
Other changes | (2,706) | 1,973 | 2,713 |
Balance, end of year | $ 14,498 | $ 17,204 | $ 15,231 |
Income Taxes-Reconciliation of
Income Taxes-Reconciliation of unrecognized tax benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Unrecognized income tax benefits [Rollforward] | |||
Beginning of year | $ 6,187 | $ 5,897 | $ 7,924 |
Reductions for tax positions related to the current year | (1,664) | ||
Additions for tax positions related to prior years | 278 | 2,349 | 49 |
Lapses of applicable statutes of limitation | (166) | (64) | (412) |
Additions for tax provisions related to the current year | 159 | 229 | |
Reductions for tax positions related to prior years | (989) | (2,224) | |
Ending of year | 5,469 | 6,187 | 5,897 |
Unrecognized tax benefits, interest on income taxes accrued | 155 | 31 | 104 |
Unrecognized tax benefits that would impact effective tax rate | 3,332 | $ 3,899 | $ 2,475 |
Reductions to unrecognized income tax benefits | $ 1,200 |
Retirement Plans-Narrative (Det
Retirement Plans-Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016USD ($)plan | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | |||
Defined contribution plan, cost recognized | $ 23,952 | $ 23,652 | $ 24,249 |
Actuarial loss (gain) | $ 51,859 | (31,078) | |
Corridor amount | 10.00% | ||
Net unrecognized actuarial losses expected to be recognized in 2016 | $ 10,798 | ||
Net unrecognized actuarial losses expected to be recognized in 2016, net of tax | $ 6,904 | ||
U.S. | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Number of frozen, nonqualified unfunded defined benefit pension plans | plan | 2 | ||
U.S. pension plans | U.S. | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan, planned contributions for each of next 4 years | $ 9,000 | ||
Period of defined benefit plan, employer contributions | 3 years | ||
Expected employer contributions | $ 9,000 | ||
Foreign pension plans | U.K. | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Number of defined benefit plans | plan | 3 | ||
Expected employer contributions | $ 5,100 | ||
Foreign pension plans | Netherlands | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Actuarial loss (gain) | 5,500 | ||
Deferred tax assets, effect of defined benefit plan curtailments | 1,400 | ||
Other comprehensive income (loss), finalization of pension and other postretirement benefit plan valuation, before tax | 4,100 | ||
Defined benefit plan, recognized net gain (loss) due to curtailments | $ 673 |
Retirement Plans- Projected Ben
Retirement Plans- Projected Benefit Obligations and Fair Value of Plan Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Plans with PBO in Excess of Plan Assets [Abstract] | ||
Projected benefit obligations | $ 520,906 | $ 538,507 |
Fair value of plans' assets | 412,205 | 413,204 |
Plans with Plan Assets in Excess of Benefit Obligations [Abstract] | ||
Projected benefit obligations | 243,661 | 261,186 |
Fair value of plans' assets | $ 265,253 | $ 276,295 |
Retirement Plans-Reconciliation
Retirement Plans-Reconciliation of Projected Benefit Obligation and Fair Value of Plan Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Projected Benefit Obligations: | ||
Beginning of measurement period | $ 799,693 | $ 868,747 |
Service cost | 1,218 | 1,698 |
Interest cost | 30,129 | 32,655 |
Employee contributions | 86 | 187 |
Actuarial loss (gain) | 51,859 | (31,078) |
Plan curtailments | 0 | (5,490) |
Benefits paid | (63,537) | (52,187) |
Foreign currency effects | (54,881) | (14,839) |
End of measurement period | 764,567 | 799,693 |
Fair Value of Plans' Assets: | ||
Beginning of measurement period | 689,499 | 725,770 |
Actual return on plans' assets | 94,750 | 12,863 |
Employer contributions | 14,727 | 16,600 |
Employee contributions | 86 | 187 |
Benefits paid | (63,537) | (52,187) |
Foreign currency effects | (58,067) | (13,734) |
End of measurement period | 677,458 | 689,499 |
Unfunded Status | $ (87,109) | $ (110,194) |
Retirement Plans-Fund Status (D
Retirement Plans-Fund Status (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Defined Benefit Plan Disclosure [Line Items] | ||
Pension and Other Postretirement Defined Benefit Plans, Liabilities, Noncurrent | $ 3,205 | $ 3,249 |
Subtotal, included in Accrued pension liabilities | 105,175 | 121,732 |
Prepaid pension asset included in Other noncurrent assets | (21,591) | (15,109) |
Unfunded status of nonqualified defined benefit deferred pension plans included in Other accrued liabilities | 320 | 322 |
Total unfunded status | 87,109 | 110,194 |
Accumulated other comprehensive loss, before income taxes | (279,422) | (309,120) |
U.S. | U.S. pension plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Pension and Other Postretirement Defined Benefit Plans, Liabilities, Noncurrent | 103,545 | 120,542 |
U.K. | Foreign pension plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Pension and Other Postretirement Defined Benefit Plans, Liabilities, Noncurrent | 0 | 0 |
Countries other than U.S. or U.K. | Foreign pension plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Pension and Other Postretirement Defined Benefit Plans, Liabilities, Noncurrent | $ 1,630 | $ 1,190 |
Retirement Plans-AOCI (Details)
Retirement Plans-AOCI (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Retirement liabilities | ||
Pension and Other Postretirement Benefit Plans, Accumulated Other Comprehensive Income (Loss), Net Gains (Losses), before Tax [Roll Forward] | ||
Net unrecognized actuarial (loss) gain at beginning of period | $ (309,880) | $ (334,661) |
Amortization of net loss (gain) | 13,338 | 14,223 |
Net gain arising during the year | 6,183 | 7,439 |
Currency translation | 10,329 | 3,119 |
Net unrecognized actuarial (loss) gain at end of period | (280,030) | (309,880) |
Post Retirement Medical Benefits Plan | ||
Pension and Other Postretirement Benefit Plans, Accumulated Other Comprehensive Income (Loss), Net Gains (Losses), before Tax [Roll Forward] | ||
Net unrecognized actuarial (loss) gain at beginning of period | 760 | 912 |
Amortization of net loss (gain) | (152) | (152) |
Net unrecognized actuarial (loss) gain at end of period | $ 608 | $ 760 |
Retirement Plans-Net Periodic B
Retirement Plans-Net Periodic Benefit Costs and Benefit Payments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract] | |||
Service cost | $ 1,218 | $ 1,698 | |
Interest cost | 30,129 | 32,655 | |
Defined Benefit Plan, Expected Future Benefit Payments, Fiscal Year Maturity [Abstract] | |||
2,017 | 41,661 | ||
2,018 | 42,277 | ||
2,019 | 42,796 | ||
2,020 | 43,285 | ||
2,021 | 43,584 | ||
2022-2026 | 219,194 | ||
Retirement liabilities | |||
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract] | |||
Service cost | 1,218 | 1,698 | $ 2,667 |
Interest cost | 30,129 | 32,655 | 35,270 |
Expected return on assets | (36,406) | (41,710) | (45,481) |
Amortization of actuarial loss | 12,840 | 13,371 | 11,828 |
Net periodic benefit cost | $ 7,781 | $ 6,014 | $ 4,284 |
Retirement Plans-Assumptions (D
Retirement Plans-Assumptions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
U.S. | U.S. pension plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Impact of change in mortality tables on projected benefit obligation | $ (7,200) | ||
Discount rate used to compute benefit obligations | 4.15% | 4.40% | |
Discount rate used to compute periodic benefit cost | 4.40% | 4.06% | |
Expected long-term rates of return on plans' assets | 6.50% | 6.50% | |
U.K. | Foreign pension plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate used to compute benefit obligations | 2.65% | 3.85% | |
Discount rate used to compute periodic benefit cost | 3.85% | 3.90% | |
Expected long-term rates of return on plans' assets | 5.85% | 5.60% | |
Scenario, forecast | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Impact of change in mortality tables on projected benefit obligation | $ (4,200) | ||
Scenario, forecast | U.S. | U.S. pension plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Expected long-term rates of return on plans' assets | 6.30% | ||
Discount rate used to compute periodic benefit cost | 3.48% | ||
Scenario, forecast | U.K. | Foreign pension plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Expected long-term rates of return on plans' assets | 5.85% | ||
Discount rate used to compute periodic benefit cost | 2.71% |
Retirement Plans-Plan Asset All
Retirement Plans-Plan Asset Allocation (Details) | Dec. 31, 2016 | Dec. 31, 2015 |
U.S. | U.S. pension plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total asset allocation | 100.00% | 100.00% |
U.S. | U.S. pension plans | Equity securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total asset allocation | 30.20% | 28.00% |
U.S. | U.S. pension plans | Fixed income securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total asset allocation | 66.70% | 65.80% |
U.S. | U.S. pension plans | Alternative strategies | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total asset allocation | 1.10% | 2.90% |
U.S. | U.S. pension plans | Cash, cash equivalents and short-term investment funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total asset allocation | 2.00% | 3.30% |
U.K. | Foreign pension plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total asset allocation | 100.00% | 100.00% |
U.K. | Foreign pension plans | Equity securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total asset allocation | 26.70% | 24.60% |
U.K. | Foreign pension plans | Fixed income securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total asset allocation | 60.10% | 57.90% |
U.K. | Foreign pension plans | Alternative strategies | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total asset allocation | 11.80% | 16.60% |
U.K. | Foreign pension plans | Cash, cash equivalents and short-term investment funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total asset allocation | 1.40% | 0.90% |
Common Stock-Narrative (Details
Common Stock-Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2016class_of_stockshares | Dec. 31, 2015$ / sharesshares | Aug. 16, 2014shares | |
Class of Stock [Line Items] | |||
Number of classes of common stock | class_of_stock | 2 | ||
Class A Common Stock | |||
Class of Stock [Line Items] | |||
Approval rate to waive equal consideration rights | 75.00% | ||
Shares repurchased (in shares) | 0 | 517,700 | |
Average cost (usd per share) | $ / shares | $ 6.62 | ||
Class B Common Stock | |||
Class of Stock [Line Items] | |||
Shares repurchased (in shares) | 0 | ||
2014 Repurchase Authorization | |||
Class of Stock [Line Items] | |||
Remaining number of shares authorized to be repurchased | 1,455,300 | ||
2014 Repurchase Authorization | Common Stock | |||
Class of Stock [Line Items] | |||
Number of shares authorized to be repurchased | 2,000,000 |
Common Stock-Schedule of Earnin
Common Stock-Schedule of Earnings per Share, Basic (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Class A Common Stock | |||
Numerator: | |||
Allocation of undistributed earnings (loss) | $ 12,432 | $ (32,651) | $ 10,408 |
Dividends paid | 8,627 | 8,573 | 7,273 |
Net income (loss) available to common shareholders, basic | $ 21,059 | $ (24,078) | $ 17,681 |
Denominator: | |||
Weighted-average common shares outstanding, basic (in shares) | 30,793 | 30,596 | 30,237 |
Earnings (loss) per share - basic (in usd per share) | $ 0.68 | $ (0.79) | $ 0.58 |
Class B Common Stock | |||
Numerator: | |||
Allocation of undistributed earnings (loss) | $ 9,969 | $ (26,348) | $ 8,499 |
Dividends paid | 4,938 | 4,938 | 4,444 |
Net income (loss) available to common shareholders, basic | $ 14,907 | $ (21,410) | $ 12,943 |
Denominator: | |||
Weighted-average common shares outstanding, basic (in shares) | 24,690 | 24,690 | 24,690 |
Earnings (loss) per share - basic (in usd per share) | $ 0.60 | $ (0.87) | $ 0.52 |
Common Stock-Schedule of Earn69
Common Stock-Schedule of Earnings (Loss) Per Share, Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Class A Common Stock | ||||
Numerator: | ||||
Allocation of undistributed earnings (loss) | $ 12,563 | $ (32,651) | $ 10,522 | |
Dividends paid | 8,627 | 8,573 | 7,273 | |
Net income (loss) available to common shareholders, diluted | $ 21,190 | $ (24,078) | $ 17,795 | |
Denominator: | ||||
Weighted-average common shares outstanding, basic (in shares) | 30,793 | 30,596 | 30,237 | |
Weighted-average effect of dilutive securities | 737 | 0 | [1] | 746 |
Weighted-average number of shares outstanding, diluted | 31,530 | 30,596 | 30,983 | |
Earnings (loss) per share - diluted (in usd per share) | $ 0.67 | $ (0.79) | $ 0.57 | |
Class B Common Stock | ||||
Numerator: | ||||
Allocation of undistributed earnings (loss) | $ 9,838 | $ (26,348) | $ 8,385 | |
Dividends paid | 4,938 | 4,938 | 4,444 | |
Net income (loss) available to common shareholders, diluted | $ 14,776 | $ (21,410) | $ 12,829 | |
Denominator: | ||||
Weighted-average common shares outstanding, basic (in shares) | 24,690 | 24,690 | 24,690 | |
Weighted-average effect of dilutive securities | 0 | 0 | 0 | |
Weighted-average number of shares outstanding, diluted | 24,690 | 24,690 | 24,690 | |
Earnings (loss) per share - diluted (in usd per share) | $ 0.60 | $ (0.87) | $ 0.52 | |
[1] | For the year ended December 31, 2015, the Company excluded from its loss per share calculations all common share equivalents because their inclusion would have been anti-dilutive. The weighted-average number of these common share equivalents for the year ended December 31, 2015 totaled approximately 494,000. |
Common Stock-Antidilutive Secur
Common Stock-Antidilutive Securities (Details) - shares shares in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 494 | |||
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 115 | 24 | 0 | |
Stock compensation plan | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | [1] | 0 | 1,045 | 1,568 |
[1] | Compensation cost is recognized for these performance stock grants based on expected achievement rates; however no consideration is given for these performance stock grants when calculating earnings per share until the performance measurements are actually achieved. |
Accumulated Other Comprehensi71
Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Balance at December 31, | $ (222,631) | |||
Unrealized net gains arising during the year | 11,337 | $ 8,209 | $ (43,181) | |
Net current period other comprehensive (loss) income | 9,340 | (1,411) | (43,145) | |
Balance at December 31, | (211,773) | (222,631) | ||
Actuarial loss (gain) | 51,859 | (31,078) | ||
Foreign pension plans | Netherlands | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Actuarial loss (gain) | 5,500 | |||
Deferred tax assets, effect of defined benefit plan curtailments | 1,400 | |||
Other comprehensive income (loss), finalization of pension and other postretirement benefit plan valuation, before tax | 4,100 | |||
AOCL attributable to shareholders of Crawford & Company | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Balance at December 31, | (222,631) | (221,958) | ||
Other comprehensive loss before reclassifications | (9,102) | (19,688) | ||
Unrealized net gains arising during the year | 11,337 | 8,209 | ||
Amounts reclassified from accumulated other comprehensive income, total | [1] | 8,623 | 10,806 | |
Net current period other comprehensive (loss) income | 10,858 | (673) | (42,748) | |
Balance at December 31, | (211,773) | (222,631) | (221,958) | |
Foreign currency translation adjustments | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Adjustment for long-term intercompany transactions, net of tax | 2,547 | (6,894) | (1,344) | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Balance at December 31, | (24,347) | (4,659) | ||
Other comprehensive loss before reclassifications | (9,102) | (19,688) | ||
Net current period other comprehensive (loss) income | (9,102) | (19,688) | ||
Balance at December 31, | (33,449) | (24,347) | (4,659) | |
Retirement liabilities | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Balance at December 31, | (198,284) | (217,299) | ||
Unrealized net gains arising during the year | 11,337 | 8,209 | ||
Amounts reclassified from accumulated other comprehensive income, total | [1] | 8,623 | 10,806 | |
Net current period other comprehensive (loss) income | 19,960 | 19,015 | ||
Balance at December 31, | $ (178,324) | $ (198,284) | $ (217,299) | |
[1] | Retirement liabilities reclassified to net income are related to the amortization of actuarial losses and are included in "Selling, general, and administrative expenses" in the Company's Consolidated Statements of Operations. See Note 8, "Retirement Plans" for additional details. |
Stock-Based Compensation-Stock
Stock-Based Compensation-Stock Options (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation costs | $ 5,252 | $ 3,229 | $ 1,189 | |
Tax benefit from compensation expense | $ 1,983 | $ 921 | $ 311 | |
Class A Common Stock | ||||
Summary of Option Activity, Shares | ||||
Outstanding beginning balance, Shares | 518 | 836 | 1,660 | |
Granted, Shares | 250 | 0 | 0 | |
Exercised, Shares | (164) | (106) | (449) | |
Forfeited or expired, Shares | (115) | (212) | (375) | |
Outstanding ending balance, Shares | 489 | 518 | 836 | 1,660 |
Exercisable at end of period, Shares | 239 | |||
Summary of Option Activity, Weighted-Average Exercise Price | ||||
Outstanding beginning balance, Weighted-Average Exercise Price (usd per share) | $ 5.26 | $ 5.40 | $ 5.57 | |
Granted, Weighted-Average Exercise Price (usd per share) | 8.90 | |||
Exercised, Weighted-Average Exercise Price (usd per share) | 5.08 | 5.20 | 5.11 | |
Forfeited or expired, Weighted-Average Exercise Price (usd per share) | 5.20 | 5.86 | 6.51 | |
Outstanding ending balance, Weighted-Average Exercise Price (usd per share) | 7.19 | $ 5.26 | $ 5.40 | $ 5.57 |
Exercisable at end of period, Weighted-Average Exercise Price (usd per share) | $ 5.40 | |||
Summary of Option Activity, Weighted-Average Remaining Contractual Term | ||||
Outstanding, Weighted-Average Remaining Contractual Term | 7 years 2 days | 5 years 2 days | 6 years 8 months 12 days | 5 years 1 month 5 days |
Exercisable at end of period, Weighted-Average Remaining Contractual Term | 4 years 6 months 6 days | |||
Outstanding, Aggregate Intrinsic Value | $ 1,168 | $ 8 | $ 2,647 | $ 3,517 |
Exercisable at end of period, Aggregate Intrinsic Value | $ 973 | |||
Weighted average grant date fair value, options granted during period (usd per share) | $ 4.11 | |||
Options, exercised in period, intrinsic value | $ 752 | 199 | 1,622 | |
Options, vested in period, fair value | $ 467 | 0 | 846 | |
Stock options | ||||
Summary of Option Activity, Weighted-Average Remaining Contractual Term | ||||
Expected dividend yield | 2.75% | |||
Expected volatility | 60.02% | |||
Risk-free interest rate | 2.50% | |||
Expected term of options | 10 years | |||
Stock options | Class A Common Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock option vesting period | 3 years | |||
Stock option vesting per year (percent) | 33.00% | |||
Stock options expiration period | 10 years | |||
Stock option expense | $ 280 | $ 25 | $ 474 | |
Summary of Option Activity, Weighted-Average Remaining Contractual Term | ||||
Unearned compensation cost | $ 724 |
Stock-Based Compensation-Perfor
Stock-Based Compensation-Performance-Based Stock Grants (Details) - Performance shares - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance shares vesting period | 3 years | ||
Class A Common Stock | |||
Shares | |||
Nonvested at the beginning of the period, Shares | 1,316,186 | 1,775,711 | 1,641,000 |
Granted, Shares | 1,179,384 | 1,104,300 | 1,086,000 |
Vested, Shares | (499,370) | (259,150) | (193,289) |
Forfeited or unearned, Shares | (1,189,319) | (1,304,675) | (758,000) |
Nonvested at the end of the period, Shares | 806,881 | 1,316,186 | 1,775,711 |
Weighted-Average Grant-Date Fair Value | |||
Nonvested at the beginning of the period, Weighted-Average Grant-Date Fair Value (usd per share) | $ 6.65 | $ 5.93 | $ 4.26 |
Granted, Weighted-Average Grant-Date Fair Value (usd per share) | 4.47 | 6.46 | 6.93 |
Vested, Weighted-Average Grant-Date Fair Value (usd per share) | 5.28 | 6.22 | 5.47 |
Forfeited or unearned, Weighted-Average Grant-Date Fair Value (usd per share) | 6.28 | 5.56 | 3.85 |
Nonvested at the end of the period, Weighted-Average Grant-Date Fair Value (usd per share) | $ 6.17 | $ 6.65 | $ 5.93 |
Fair value of performance shares vested | $ 2,638 | $ 1,612 | $ 1,057 |
Stock option expense | 3,060 | $ 1,911 | $ (518) |
Unearned compensation cost | $ 2,704 |
Stock-Based Compensation-Restri
Stock-Based Compensation-Restricted Shares (Details) - Restricted stock - Class A Common Stock - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Shares | ||||
Nonvested at the beginning of the period, Shares | 69,000 | 101,002 | 88,334 | 69,000 |
Granted, Shares | 133,871 | 53,000 | 154,145 | |
Vested, Shares | (160,536) | (38,332) | (129,811) | |
Forfeited or unearned, Shares | (5,000) | (6,668) | (2,000) | |
Nonvested at the end of the period, Shares | 67,669 | 101,002 | 88,334 | |
Weighted-Average Grant-Date Fair Value | ||||
Nonvested at the beginning of the period, Weighted-Average Grant-Date Fair Value (usd per share) | $ 5.07 | $ 5.01 | $ 7.83 | $ 5.07 |
Granted, Weighted-Average Grant-Date Fair Value (usd per share) | 6.54 | 6.72 | 7.85 | |
Vested, Weighted-Average Grant-Date Fair Value (usd per share) | 6.57 | 3.91 | 6.44 | |
Forfeited or unearned, Weighted-Average Grant-Date Fair Value (usd per share) | $ 6.59 | 8.90 | 4.44 | |
Nonvested at the end of the period, Weighted-Average Grant-Date Fair Value (usd per share) | $ 7.56 | $ 5.01 | $ 7.83 | |
Stock option expense | $ 1,567 | $ 886 | $ 848 | |
Unearned compensation cost | $ 106 |
Stock-Based Compensation-Employ
Stock-Based Compensation-Employee Stock Purchase Plans (Details) | 12 Months Ended | |||
Dec. 31, 2016USD ($)stock_purchase_plan$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2016GBP (£)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of employee stock purchase plans | stock_purchase_plan | 3 | |||
U.S. plan | Employee stock purchase plan | Class A Common Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares authorized (in shares) | 1,200,000 | 1,200,000 | ||
Maximum annual earnings withheld to purchase shares | $ | $ 25,000 | |||
Purchase price of stock, percent of market price (percent) | 85.00% | |||
Discount from market price, purchase date | 15.00% | |||
Stock options expiration period | 1 year | |||
Purchase price of stock, percent of market price (percent) | 85.00% | |||
Shares issued (in shares) | 99,750 | 90,919 | 154,519 | |
Purchase price of shares during period (usd per share) | $ / shares | $ 6.49 | $ 5.73 | $ 4.33 | |
Projected exercises in period (in shares) | 137,000 | 137,000 | ||
Stock option expense | $ | $ 261,000 | $ 288,000 | $ 259,000 | |
U.K. plan | Employee stock purchase plan | Class A Common Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares authorized (in shares) | 2,000,000 | 2,000,000 | ||
Discount from market price, purchase date | 15.00% | |||
Purchase price of stock, percent of market price (percent) | 85.00% | |||
Shares issued (in shares) | 159,256 | 104,267 | 264,998 | |
Stock option expense | $ | $ 80,000 | $ 123,000 | $ 126,000 | |
Maximum monthly earnings withheld to purchase shares (in gbp) | £ | £ 250 | |||
Estimated shares eligible for purchase (in shares) | 212,000 | 212,000 | ||
U.K. plan | Employee stock purchase plan | Class A Common Stock | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Purchase price of shares during period (usd per share) | $ / shares | $ 4.24 | |||
U.K. plan | Employee stock purchase plan | Class A Common Stock | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Purchase price of shares during period (usd per share) | $ / shares | $ 6.22 | |||
International stock based compensation plan | Employee stock purchase plan | Class A Common Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares authorized (in shares) | 1,000,000 | 1,000,000 | ||
Maximum annual earnings withheld to purchase shares | $ | $ 21,250 | |||
Purchase price of stock, percent of market price (percent) | 85.00% | |||
Shares issued (in shares) | 6,660 | 6,916 | 11,900 | |
Maximum number of shares per employee | 5,000 |
Fair Value Measurements-Recurri
Fair Value Measurements-Recurring and Nonrecurring Fair Value Measurements (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Debt instrument, interest rate terms | 90 days | ||||
Impairment of goodwill | $ 0 | $ 49,314 | $ 0 | ||
Measured on a recurring basis | Cash and cash equivalents | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Money market funds | [1] | 10,051 | 11 | ||
Measured on a recurring basis | Cash and cash equivalents | Level 1 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Money market funds | 10,051 | 11 | [1] | ||
Measured on a recurring basis | Other noncurrent assets | Currency swap | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative instruments not designated as hedging instruments, assets, at fair value | [2] | 6,060 | |||
Measured on a recurring basis | Other noncurrent assets | Level 2 | Currency swap | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative instruments not designated as hedging instruments, assets, at fair value | 6,060 | ||||
Measured on a recurring basis | Other noncurrent liabilities | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Contingent earnout liability | [3] | 1,407 | 1,921 | ||
Measured on a recurring basis | Other noncurrent liabilities | Level 3 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Contingent earnout liability | $ 1,407 | $ 1,921 | |||
[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 on the Company's Consolidated Balance Sheets in "Cash and cash equivalents." | ||||
[2] | At December 31, 2015, the Company had a cross currency basis swap. The fair value of the Company's 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 this cross currency basis swap was included in "Other noncurrent assets" on the Company's Consolidated Balance Sheets, based upon the term of the cross currency basis swap. This swap was settled in 2016. | ||||
[3] | The fair value of the contingent earnout liability for the Buckley Scott acquisition was estimated using an internally-prepared probability-weighted discounted cash flow analysis. The fair value analysis relied upon both Level 2 data (publicly observable data such as market interest rates and capital structures of peer companies) and Level 3 data (internal data such as the Company's operating projections). As such, these are Level 3 fair value measurements. The valuation is sensitive to Level 3 data, but is currently payable. As such, the fair value is not expected to vary materially from the balance recorded. The difference in the liability during the year is primarily due to the change in foreign exchange rates. The fair value of the contingent earnout liability is included in "Other accrued liabilities" on the Company's Consolidated Balance Sheets, based upon the term of the contingent earnout agreement. |
Fair Value Measurements - Asset
Fair Value Measurements - Assets of Defined Benefit Pension Plans(Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of plan assets | $ 689,499 | $ 725,770 |
Change in fair value of plan assets [Roll Forward] | ||
Beginning of measurement period | 689,499 | 725,770 |
End of measurement period | 677,458 | 689,499 |
U.S. pension plans | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of plan assets | 380,665 | 380,665 |
Change in fair value of plan assets [Roll Forward] | ||
Beginning of measurement period | 380,665 | |
End of measurement period | 375,631 | 380,665 |
U.S. pension plans | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of plan assets | 35,816 | 35,816 |
Change in fair value of plan assets [Roll Forward] | ||
Beginning of measurement period | 35,816 | |
End of measurement period | 24,096 | 35,816 |
U.S. pension plans | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of plan assets | 344,849 | 344,849 |
Change in fair value of plan assets [Roll Forward] | ||
Beginning of measurement period | 344,849 | |
End of measurement period | 351,535 | 344,849 |
U.S. pension plans | Cash and cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of plan assets | 5,928 | 5,928 |
Change in fair value of plan assets [Roll Forward] | ||
Beginning of measurement period | 5,928 | |
End of measurement period | 1,441 | 5,928 |
U.S. pension plans | Cash and cash equivalents | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of plan assets | 5,928 | 5,928 |
Change in fair value of plan assets [Roll Forward] | ||
Beginning of measurement period | 5,928 | |
End of measurement period | 1,441 | 5,928 |
U.S. pension plans | Short-term investment funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of plan assets | 6,876 | 6,876 |
Change in fair value of plan assets [Roll Forward] | ||
Beginning of measurement period | 6,876 | |
End of measurement period | 5,844 | 6,876 |
U.S. pension plans | Short-term investment funds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of plan assets | 6,876 | 6,876 |
Change in fair value of plan assets [Roll Forward] | ||
Beginning of measurement period | 6,876 | |
End of measurement period | 5,844 | 6,876 |
U.S. pension plans | U.S. equity securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of plan assets | 73,397 | 73,397 |
Change in fair value of plan assets [Roll Forward] | ||
Beginning of measurement period | 73,397 | |
End of measurement period | 80,229 | 73,397 |
U.S. pension plans | U.S. equity securities | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of plan assets | 73,397 | 73,397 |
Change in fair value of plan assets [Roll Forward] | ||
Beginning of measurement period | 73,397 | |
End of measurement period | 80,229 | 73,397 |
U.S. pension plans | International equity securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of plan assets | 33,109 | 33,109 |
Change in fair value of plan assets [Roll Forward] | ||
Beginning of measurement period | 33,109 | |
End of measurement period | 33,243 | 33,109 |
U.S. pension plans | International equity securities | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of plan assets | 33,109 | 33,109 |
Change in fair value of plan assets [Roll Forward] | ||
Beginning of measurement period | 33,109 | |
End of measurement period | 33,243 | 33,109 |
U.S. pension plans | U.S. fixed income funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of plan assets | 238,244 | 238,244 |
Change in fair value of plan assets [Roll Forward] | ||
Beginning of measurement period | 238,244 | |
End of measurement period | 235,653 | 238,244 |
U.S. pension plans | U.S. fixed income funds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of plan assets | 29,888 | 29,888 |
Change in fair value of plan assets [Roll Forward] | ||
Beginning of measurement period | 29,888 | |
End of measurement period | 22,655 | 29,888 |
U.S. pension plans | U.S. fixed income funds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of plan assets | 208,356 | 208,356 |
Change in fair value of plan assets [Roll Forward] | ||
Beginning of measurement period | 208,356 | |
End of measurement period | 212,998 | 208,356 |
U.S. pension plans | International fixed income funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of plan assets | 12,165 | 12,165 |
Change in fair value of plan assets [Roll Forward] | ||
Beginning of measurement period | 12,165 | |
End of measurement period | 14,999 | 12,165 |
U.S. pension plans | International fixed income funds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Change in fair value of plan assets [Roll Forward] | ||
Beginning of measurement period | 0 | |
End of measurement period | 0 | 0 |
U.S. pension plans | International fixed income funds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of plan assets | 12,165 | 12,165 |
Change in fair value of plan assets [Roll Forward] | ||
Beginning of measurement period | 12,165 | |
End of measurement period | 14,999 | 12,165 |
U.S. pension plans | Other | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of plan assets | 10,946 | 10,946 |
Change in fair value of plan assets [Roll Forward] | ||
Beginning of measurement period | 10,946 | |
End of measurement period | 4,222 | 10,946 |
U.S. pension plans | Other | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of plan assets | 10,946 | 10,946 |
Change in fair value of plan assets [Roll Forward] | ||
Beginning of measurement period | 10,946 | |
End of measurement period | 4,222 | 10,946 |
Foreign pension plans | U.K. | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of plan assets | 276,294 | 276,294 |
Change in fair value of plan assets [Roll Forward] | ||
Beginning of measurement period | 276,294 | |
End of measurement period | 265,253 | 276,294 |
Foreign pension plans | U.K. | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of plan assets | 2,600 | 2,600 |
Change in fair value of plan assets [Roll Forward] | ||
Beginning of measurement period | 2,600 | |
End of measurement period | 3,770 | 2,600 |
Foreign pension plans | U.K. | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of plan assets | 258,067 | 258,067 |
Change in fair value of plan assets [Roll Forward] | ||
Beginning of measurement period | 258,067 | |
End of measurement period | 252,168 | 258,067 |
Foreign pension plans | U.K. | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of plan assets | 15,627 | 15,627 |
Change in fair value of plan assets [Roll Forward] | ||
Beginning of measurement period | 15,627 | |
End of measurement period | 9,315 | 15,627 |
Foreign pension plans | U.K. | Cash and cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of plan assets | 2,600 | 2,600 |
Change in fair value of plan assets [Roll Forward] | ||
Beginning of measurement period | 2,600 | |
End of measurement period | 3,770 | 2,600 |
Foreign pension plans | U.K. | Cash and cash equivalents | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of plan assets | 2,600 | 2,600 |
Change in fair value of plan assets [Roll Forward] | ||
Beginning of measurement period | 2,600 | |
End of measurement period | 3,770 | 2,600 |
Foreign pension plans | U.K. | U.S. equity securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of plan assets | 44,034 | 44,034 |
Change in fair value of plan assets [Roll Forward] | ||
Beginning of measurement period | 44,034 | |
End of measurement period | 54,712 | 44,034 |
Foreign pension plans | U.K. | U.S. equity securities | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of plan assets | 44,034 | 44,034 |
Change in fair value of plan assets [Roll Forward] | ||
Beginning of measurement period | 44,034 | |
End of measurement period | 54,712 | 44,034 |
Foreign pension plans | U.K. | International equity securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of plan assets | 23,789 | 23,789 |
Change in fair value of plan assets [Roll Forward] | ||
Beginning of measurement period | 23,789 | |
End of measurement period | 16,167 | 23,789 |
Foreign pension plans | U.K. | International equity securities | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of plan assets | 23,789 | 23,789 |
Change in fair value of plan assets [Roll Forward] | ||
Beginning of measurement period | 23,789 | |
End of measurement period | 16,167 | 23,789 |
Foreign pension plans | U.K. | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of plan assets | 103,399 | 103,399 |
Change in fair value of plan assets [Roll Forward] | ||
Beginning of measurement period | 103,399 | |
End of measurement period | 120,458 | 103,399 |
Foreign pension plans | U.K. | Money market funds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of plan assets | 103,399 | 103,399 |
Change in fair value of plan assets [Roll Forward] | ||
Beginning of measurement period | 103,399 | |
End of measurement period | 120,458 | 103,399 |
Foreign pension plans | U.K. | Government securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of plan assets | 44,094 | 44,094 |
Change in fair value of plan assets [Roll Forward] | ||
Beginning of measurement period | 44,094 | |
End of measurement period | 28,772 | 44,094 |
Foreign pension plans | U.K. | Government securities | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of plan assets | 44,094 | 44,094 |
Change in fair value of plan assets [Roll Forward] | ||
Beginning of measurement period | 44,094 | |
End of measurement period | 28,772 | 44,094 |
Foreign pension plans | U.K. | Corporate bonds and debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of plan assets | 11,755 | 11,755 |
Change in fair value of plan assets [Roll Forward] | ||
Beginning of measurement period | 11,755 | |
End of measurement period | 9,467 | 11,755 |
Foreign pension plans | U.K. | Corporate bonds and debt securities | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of plan assets | 11,755 | 11,755 |
Change in fair value of plan assets [Roll Forward] | ||
Beginning of measurement period | 11,755 | |
End of measurement period | 9,467 | 11,755 |
Foreign pension plans | U.K. | Mortgage-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of plan assets | 788 | 788 |
Change in fair value of plan assets [Roll Forward] | ||
Beginning of measurement period | 788 | |
End of measurement period | 610 | 788 |
Foreign pension plans | U.K. | Mortgage-backed securities | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of plan assets | 788 | 788 |
Change in fair value of plan assets [Roll Forward] | ||
Beginning of measurement period | 788 | |
End of measurement period | 610 | 788 |
Foreign pension plans | U.K. | Alternative strategies | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of plan assets | 30,208 | 30,208 |
Change in fair value of plan assets [Roll Forward] | ||
Beginning of measurement period | 30,208 | |
End of measurement period | 21,982 | 30,208 |
Foreign pension plans | U.K. | Alternative strategies | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of plan assets | 30,208 | 30,208 |
Change in fair value of plan assets [Roll Forward] | ||
Beginning of measurement period | 30,208 | |
End of measurement period | 21,982 | 30,208 |
Foreign pension plans | U.K. | Real estate funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of plan assets | 15,627 | 15,627 |
Change in fair value of plan assets [Roll Forward] | ||
Beginning of measurement period | 15,627 | |
End of measurement period | 9,315 | 15,627 |
Foreign pension plans | U.K. | Real estate funds | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of plan assets | 15,627 | 14,740 |
Change in fair value of plan assets [Roll Forward] | ||
Beginning of measurement period | 15,627 | 14,740 |
Related to assets still held at the reporting date | (3,145) | 887 |
Purchases, sales and settlements—net | (3,167) | 0 |
End of measurement period | $ 9,315 | $ 15,627 |
Segment and Geographic Inform78
Segment and Geographic Information (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016USD ($)segment | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | ||
Segment Reporting [Abstract] | ||||
Number of operating segments | segment | 4 | |||
Segment Reporting Information [Line Items] | ||||
Revenues before reimbursements | $ 1,109,286 | $ 1,170,385 | $ 1,142,851 | |
Assets | 735,859 | 783,406 | ||
U.S. Services | ||||
Segment Reporting Information [Line Items] | ||||
Revenues before reimbursements | 231,198 | 242,488 | 215,385 | |
International | ||||
Segment Reporting Information [Line Items] | ||||
Revenues before reimbursements | 479,884 | 506,650 | 488,284 | |
Broadspire | ||||
Segment Reporting Information [Line Items] | ||||
Revenues before reimbursements | 301,977 | 293,032 | 268,890 | |
Operating segments | ||||
Segment Reporting Information [Line Items] | ||||
Segment operating earnings | 116,100 | 87,025 | 81,701 | |
Depreciation and amortization | [1] | 23,655 | 25,983 | 24,283 |
Assets | 537,353 | 582,811 | 591,563 | |
Operating segments | U.S. Services | ||||
Segment Reporting Information [Line Items] | ||||
Revenues before reimbursements | 231,198 | 242,488 | 215,385 | |
Segment operating earnings | 35,716 | 32,702 | 18,039 | |
Depreciation and amortization | [1] | 2,832 | 2,780 | 2,415 |
Assets | 55,823 | 56,731 | 46,846 | |
Operating segments | International | ||||
Segment Reporting Information [Line Items] | ||||
Revenues before reimbursements | 479,884 | 506,650 | 488,284 | |
Segment operating earnings | 42,538 | 18,799 | 25,344 | |
Depreciation and amortization | [1] | 7,673 | 8,579 | 7,525 |
Assets | 306,542 | 332,954 | 318,689 | |
Operating segments | Broadspire | ||||
Segment Reporting Information [Line Items] | ||||
Revenues before reimbursements | 301,977 | 293,032 | 268,890 | |
Segment operating earnings | 30,003 | 24,017 | 15,469 | |
Depreciation and amortization | [1] | 9,638 | 8,841 | 8,448 |
Assets | 96,619 | 105,518 | 103,899 | |
Operating segments | Garden City Group | ||||
Segment Reporting Information [Line Items] | ||||
Revenues before reimbursements | 96,227 | 128,215 | 170,292 | |
Segment operating earnings | 7,843 | 11,507 | 22,849 | |
Depreciation and amortization | [1] | 3,512 | 5,783 | 5,895 |
Assets | $ 78,369 | $ 87,608 | $ 122,129 | |
[1] | Excludes amortization expense of finite-lived customer relationships and trade name intangible assets. |
Segment and Geographic Inform79
Segment and Geographic Information-Revenues by Service Line (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016USD ($)service_line | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Revenue from External Customer [Line Items] | |||
Revenues before reimbursements | $ 1,109,286 | $ 1,170,385 | $ 1,142,851 |
Garden City Group | |||
Revenue from External Customer [Line Items] | |||
Number of service lines | service_line | 1 | ||
U.S. Services | |||
Revenue from External Customer [Line Items] | |||
Revenues before reimbursements | $ 231,198 | 242,488 | 215,385 |
U.S. Services | U.S. Claims Field Operations | |||
Revenue from External Customer [Line Items] | |||
Revenues before reimbursements | 81,270 | 85,265 | 96,390 |
U.S. Services | U.S. Technical Services | |||
Revenue from External Customer [Line Items] | |||
Revenues before reimbursements | 28,659 | 28,610 | 24,822 |
U.S. Services | U.S. Catastrophe Services | |||
Revenue from External Customer [Line Items] | |||
Revenues before reimbursements | 50,549 | 69,290 | 43,656 |
U.S. Services | Subtotal U.S. Claims Services | |||
Revenue from External Customer [Line Items] | |||
Revenues before reimbursements | 160,478 | 183,165 | 164,868 |
U.S. Services | U.S. Contractor Connection | |||
Revenue from External Customer [Line Items] | |||
Revenues before reimbursements | 70,720 | 59,323 | 50,517 |
Broadspire | |||
Revenue from External Customer [Line Items] | |||
Revenues before reimbursements | 301,977 | 293,032 | 268,890 |
Broadspire | Workers' Compensation, Disability, and Liability Claims Management | |||
Revenue from External Customer [Line Items] | |||
Revenues before reimbursements | 127,618 | 121,875 | 112,334 |
Broadspire | Medical Management | |||
Revenue from External Customer [Line Items] | |||
Revenues before reimbursements | 160,185 | 156,290 | 140,903 |
Broadspire | Risk Management Information Services | |||
Revenue from External Customer [Line Items] | |||
Revenues before reimbursements | $ 14,174 | $ 14,867 | $ 15,653 |
Segment and Geographic Inform80
Segment and Geographic Information-Capital Expenditures (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | |||
Expenditures for additions to long-lived assets | $ 29,199 | $ 32,919 | $ 29,197 |
Operating segments | U.S. Services | |||
Segment Reporting Information [Line Items] | |||
Expenditures for additions to long-lived assets | 936 | 3,100 | 4,855 |
Operating segments | International | |||
Segment Reporting Information [Line Items] | |||
Expenditures for additions to long-lived assets | 6,911 | 8,874 | 7,440 |
Operating segments | Broadspire | |||
Segment Reporting Information [Line Items] | |||
Expenditures for additions to long-lived assets | 4,678 | 6,574 | 7,705 |
Operating segments | Garden City Group | |||
Segment Reporting Information [Line Items] | |||
Expenditures for additions to long-lived assets | 2,607 | 600 | 2,476 |
Corporate | |||
Segment Reporting Information [Line Items] | |||
Expenditures for additions to long-lived assets | $ 14,067 | $ 13,771 | $ 6,721 |
Segment and Geographic Inform81
Segment and Geographic Information-Revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting [Abstract] | |||
Segments' revenues before reimbursements | $ 1,109,286 | $ 1,170,385 | $ 1,142,851 |
Reimbursements | 68,302 | 71,135 | 74,112 |
Total Revenues | $ 1,177,588 | $ 1,241,520 | $ 1,216,963 |
Segment and Geographic Inform82
Segment and Geographic Information-Income Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting, Reconciling Item for Operating Earnings from Segment to Consolidated [Line Items] | |||
Net corporate interest expense | $ (9,185) | $ (8,383) | $ (6,031) |
Amortization of customer-relationship intangible assets | (9,969) | (10,410) | (7,084) |
Goodwill impairment charges | 0 | (49,314) | 0 |
Restructuring and special charges | (9,490) | (34,395) | 0 |
Income (loss) before income taxes | 63,241 | (31,773) | 59,888 |
Operating segments | |||
Segment Reporting, Reconciling Item for Operating Earnings from Segment to Consolidated [Line Items] | |||
Operating earnings of all reportable segments | 116,100 | 87,025 | 81,701 |
Corporate | |||
Segment Reporting, Reconciling Item for Operating Earnings from Segment to Consolidated [Line Items] | |||
Unallocated corporate and shared costs and credits | (23,971) | (16,605) | (8,582) |
Net corporate interest expense | (9,185) | (8,383) | (6,031) |
Stock option expense | (621) | (433) | (859) |
Goodwill impairment charges | 0 | (49,314) | 0 |
Restructuring and special charges | (9,490) | (34,395) | 0 |
Corporate | Customer relationships and trade names | |||
Segment Reporting, Reconciling Item for Operating Earnings from Segment to Consolidated [Line Items] | |||
Amortization of customer-relationship intangible assets | $ (9,592) | $ (9,668) | $ (6,341) |
Segment and Geographic Inform83
Segment and Geographic Information-Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||||
TOTAL ASSETS | $ 735,859 | $ 783,406 | ||
Corporate assets: | ||||
Cash and cash equivalents | 81,569 | 76,066 | $ 52,456 | $ 75,953 |
Unallocated allowances on receivables | (14,499) | (13,133) | ||
Prepaid expenses and other current assets | 24,006 | 26,601 | ||
Property and equipment | 29,605 | 38,052 | ||
Capitalized software costs, net | 80,960 | 79,996 | ||
Other noncurrent assets | 51,503 | 47,333 | ||
Operating segments | ||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||
TOTAL ASSETS | 537,353 | 582,811 | $ 591,563 | |
Corporate | ||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||
TOTAL ASSETS | 198,506 | 200,595 | ||
Corporate assets: | ||||
Cash and cash equivalents | 20,492 | 12,944 | ||
Unallocated allowances on receivables | (4,138) | (4,293) | ||
Prepaid expenses and other current assets | 16,362 | 15,282 | ||
Property and equipment | 5,631 | 6,043 | ||
Capitalized software costs, net | 77,019 | 74,790 | ||
Assets of deferred compensation plan | 16,227 | 15,881 | ||
Capitalized loan costs | 2,642 | 3,991 | ||
Deferred income tax assets | 30,379 | 47,371 | ||
Other noncurrent assets | $ 33,892 | $ 28,586 |
Segment and Geographic Inform84
Segment and Geographic Information-Revenues and Long-lived Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues before reimbursements | $ 1,109,286 | $ 1,170,385 | $ 1,142,851 |
International | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues before reimbursements | 479,884 | 506,650 | 488,284 |
Long-lived assets | 47,377 | 64,860 | 21,714 |
International | U.K. | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues before reimbursements | 171,869 | 186,375 | 128,561 |
Long-lived assets | 37,228 | 51,457 | 12,116 |
International | Canada | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues before reimbursements | 106,696 | 110,180 | 129,246 |
Long-lived assets | 5,772 | 6,656 | 2,274 |
International | Other | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues before reimbursements | 201,319 | 210,095 | 230,477 |
Long-lived assets | $ 4,377 | $ 6,747 | $ 7,324 |
Client Funds (Details)
Client Funds (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Custodial | ||
Funds Held for Clients [Line Items] | ||
Funds held for clients | $ 447,239 | $ 662,797 |
Noncustodial | ||
Funds Held for Clients [Line Items] | ||
Funds held for clients | $ 1,020,443 | $ 457,344 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Loss Contingencies [Line Items] | ||
Period of contingent earnout provision | 2 years | |
Buckley Scott | ||
Loss Contingencies [Line Items] | ||
Contingent earnout liability | $ 1,407 | |
Letter of credit | ||
Loss Contingencies [Line Items] | ||
Letters of credit outstanding amount | $ 14,809 | $ 17,211 |
Restructuring and Special Cha87
Restructuring and Special Charges (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Unusual or Infrequent Item [Line Items] | |||
Restructuring and special charges | $ 9,490 | $ 34,395 | $ 0 |
Additions | 8,565 | 28,736 | |
Restructuring and related cost, expected cost remaining | 13,200 | ||
Special charges | |||
Unusual or Infrequent Item [Line Items] | |||
Special charges | 925 | 5,659 | |
Severance costs | 1,627 | ||
Legal fees | 4,032 | ||
Implementation and phase-in of the Centers | |||
Unusual or Infrequent Item [Line Items] | |||
Additions | 3,741 | 4,429 | |
Integration costs related to the GAB Robins acquisition and International segment restructuring | |||
Unusual or Infrequent Item [Line Items] | |||
Additions | 2,975 | 15,596 | |
Restructuring activities for U.S. Services segment | |||
Unusual or Infrequent Item [Line Items] | |||
Additions | 0 | 1,238 | |
Administrative restructuring costs | |||
Unusual or Infrequent Item [Line Items] | |||
Additions | 0 | 1,725 | |
Cease use loss on leased facilities | |||
Unusual or Infrequent Item [Line Items] | |||
Additions | 255 | 2,847 | |
Asset impairments and lease termination costs | |||
Unusual or Infrequent Item [Line Items] | |||
Additions | $ 1,594 | $ 2,901 |
Restructuring and Special Cha88
Restructuring and Special Charges-Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Unusual or Infrequent Item [Roll Forward] | ||
Balance at December 31, | $ 14,900 | $ 1,870 |
Additions | 8,565 | 28,736 |
Adjustments to accruals | (1,248) | (461) |
Cash payments | (15,060) | (15,245) |
Balance at December 31, | 7,157 | 14,900 |
Deferred rent | ||
Unusual or Infrequent Item [Roll Forward] | ||
Balance at December 31, | 3,571 | 1,431 |
Additions | 1,526 | 2,588 |
Adjustments to accruals | (1,112) | (448) |
Cash payments | (919) | 0 |
Balance at December 31, | 3,066 | 3,571 |
Accrued compensation and related costs | ||
Unusual or Infrequent Item [Roll Forward] | ||
Balance at December 31, | 7,006 | 131 |
Additions | 2,995 | 16,262 |
Adjustments to accruals | 0 | 0 |
Cash payments | (8,476) | (9,387) |
Balance at December 31, | 1,525 | 7,006 |
Accounts payable | ||
Unusual or Infrequent Item [Roll Forward] | ||
Balance at December 31, | 1,066 | 0 |
Additions | 3,611 | 6,713 |
Adjustments to accruals | (136) | 0 |
Cash payments | (3,924) | (5,647) |
Balance at December 31, | 617 | 1,066 |
Other accrued liabilities | ||
Unusual or Infrequent Item [Roll Forward] | ||
Balance at December 31, | 3,257 | 308 |
Additions | 433 | 3,173 |
Adjustments to accruals | 0 | (13) |
Cash payments | (1,741) | (211) |
Balance at December 31, | $ 1,949 | $ 3,257 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - We Go Look, LLC $ in Thousands | Jan. 04, 2017USD ($) |
Subsequent Event [Line Items] | |
Business acquisition, percentage of voting interests acquired | 85.00% |
Payments to acquire businesses, gross | $ 36,125 |
Business combination, recognized identifiable assets acquired and liabilities assumed, net | 1,643 |
Business combination, recognized identifiable assets acquired and liabilities assumed, cash and equivalents | $ 100 |
Noncontrolling interest, ownership percentage by noncontrolling owners (percent) | 15.00% |
Post-closing Period | |
Subsequent Event [Line Items] | |
Business combination, indemnification assets, amount as of acquisition date | $ 250 |
Indemnification Period 1 | |
Subsequent Event [Line Items] | |
Business combination, indemnification assets, amount as of acquisition date | $ 800 |
Business combination, indemnification period | 15 months |
Indemnification Period 2 | |
Subsequent Event [Line Items] | |
Business combination, indemnification assets, amount as of acquisition date | $ 1,000 |
Business combination, indemnification period | 24 months |