Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | Apr. 28, 2017 | |
Document Information | ||
Entity Registrant Name | CRAWFORD & CO | |
Entity Central Index Key | 25,475 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Common Class A | ||
Document Information | ||
Entity Common Stock, Shares Outstanding | 31,499,226 | |
Common Class B | ||
Document Information | ||
Entity Common Stock, Shares Outstanding | 24,690,172 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenues: | ||
Revenues before reimbursements | $ 267,267 | $ 277,234 |
Reimbursements | 12,263 | 13,674 |
Total revenues | 279,530 | 290,908 |
Costs and Expenses: | ||
Costs of services provided, before reimbursements | 192,554 | 201,433 |
Reimbursements | 12,263 | 13,674 |
Total costs of services | 204,817 | 215,107 |
Selling, general, and administrative expenses | 59,992 | 56,797 |
Corporate interest expense, net of interest income of $183 and $70, respectively | 2,036 | 2,768 |
Restructuring and special charges | 605 | 2,417 |
Total Costs and Expenses | 267,450 | 277,089 |
Other Income | 378 | 117 |
Income before income taxes | 12,458 | 13,936 |
Provision for Income Taxes | 4,835 | 5,307 |
Net Income | 7,623 | 8,629 |
Net Loss Attributable to Noncontrolling Interests and Redeemable Noncontrolling Interests | 41 | 1 |
Net Income Attributable to Shareholders of Crawford & Company | $ 7,664 | $ 8,630 |
Common Class A | ||
Earnings Per Share - Basic: | ||
Earnings Per Share - Basic (usd per share) | $ 0.15 | $ 0.17 |
Earnings Per Share - Diluted: | ||
Earnings Per Share - Diluted (usd per share) | $ 0.14 | $ 0.16 |
Weighted-Average Shares Used to Compute Basic Earnings Per Share: | ||
Weighted Average Shares Used to Compute Basic Earnings Per Share | 31,409 | 30,545 |
Weighted-Average Shares Used to Compute Diluted Earnings Per Share: | ||
Weighted Average Shares Used to Compute Diluted Earnings Per Share | 32,248 | 30,810 |
Cash Dividends Per Share: | ||
Cash Dividends Per Share (usd per share) | $ 0.07 | $ 0.07 |
Common Class B | ||
Earnings Per Share - Basic: | ||
Earnings Per Share - Basic (usd per share) | 0.13 | 0.15 |
Earnings Per Share - Diluted: | ||
Earnings Per Share - Diluted (usd per share) | $ 0.12 | $ 0.14 |
Weighted-Average Shares Used to Compute Basic Earnings Per Share: | ||
Weighted Average Shares Used to Compute Basic Earnings Per Share | 24,690 | 24,690 |
Weighted-Average Shares Used to Compute Diluted Earnings Per Share: | ||
Weighted Average Shares Used to Compute Diluted Earnings Per Share | 24,690 | 24,690 |
Cash Dividends Per Share: | ||
Cash Dividends Per Share (usd per share) | $ 0.05 | $ 0.05 |
Condensed Consolidated Stateme3
Condensed Consolidated Statements of Operations (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||
Interest income | $ 183 | $ 70 |
Condensed Consolidated Stateme4
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 7,623 | $ 8,629 |
Other Comprehensive Income (Loss): | ||
Net foreign currency translation income (loss), net of tax of $0 and $0, respectively | 878 | (2,417) |
Amortization of actuarial losses for retirement plans included in net periodic pension cost, net of tax of $989 and $1,106, respectively | 1,783 | 2,141 |
Other Comprehensive Income (Loss) | 2,661 | (276) |
Comprehensive Income | 10,284 | 8,353 |
Comprehensive loss attributable to noncontrolling interests and redeemable noncontrolling interests | 855 | 614 |
Comprehensive Income Attributable to Shareholders of Crawford & Company | $ 11,139 | $ 8,967 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | ||
OCI, Tax on foreign currency translation gains (losses) | $ 0 | $ 0 |
OCI, Tax on amortization of actuarial losses on retirement plans included in net periodic pension cost | $ 989 | $ 1,106 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | [1] |
Current Assets: | |||
Cash and cash equivalents | $ 68,797 | $ 81,569 | |
Accounts receivable, less allowance for doubtful accounts of $14,792 and $14,499 respectively | 164,073 | 153,566 | |
Unbilled revenues, at estimated billable amounts | 108,868 | 101,809 | |
Income taxes receivable | 3,782 | 3,781 | |
Prepaid expenses and other current assets | 24,158 | 24,006 | |
Total Current Assets | 369,678 | 364,731 | |
Net Property and Equipment | 27,236 | 29,605 | |
Other Assets: | |||
Goodwill | 115,764 | 91,750 | |
Intangible assets arising from business acquisitions, net | 103,864 | 86,931 | |
Capitalized software costs, net | 82,233 | 80,960 | |
Deferred income tax assets | 29,778 | 30,379 | |
Other noncurrent assets | 55,786 | 51,503 | |
Total Other Assets | 387,425 | 341,523 | |
TOTAL ASSETS | 784,339 | 735,859 | |
Current Liabilities: | |||
Short-term borrowings | 6,037 | 30 | |
Accounts payable | 50,575 | 51,991 | |
Accrued compensation and related costs | 60,370 | 74,466 | |
Self-insured risks | 13,622 | 14,771 | |
Income taxes payable | 6,673 | 3,527 | |
Deferred rent | 11,697 | 12,142 | |
Other accrued liabilities | 31,943 | 34,922 | |
Deferred revenues | 40,343 | 37,456 | |
Current installments of long-term debt and capital leases | 648 | 982 | |
Total Current Liabilities | 221,908 | 230,287 | |
Noncurrent Liabilities: | |||
Long-term debt and capital leases, less current installments | 237,273 | 187,002 | |
Deferred revenues | 24,973 | 25,884 | |
Accrued pension liabilities | 100,371 | 105,175 | |
Other noncurrent liabilities | 25,433 | 28,247 | |
Total Noncurrent Liabilities | 388,050 | 346,308 | |
Redeemable Noncontrolling Interests | 7,187 | 0 | |
Shareholders' Investment: | |||
Additional paid-in capital | 48,809 | 48,108 | |
Retained earnings | 266,477 | 261,562 | |
Accumulated other comprehensive loss | (208,298) | (211,773) | |
Shareholders' Investment Attributable to Shareholders of Crawford & Company | 163,205 | 153,883 | |
Noncontrolling interests | 3,989 | 5,381 | |
Total Shareholders' Investment | 167,194 | 159,264 | |
TOTAL LIABILITIES AND SHAREHOLDERS' INVESTMENT | 784,339 | 735,859 | |
Common Class A | |||
Shareholders' Investment: | |||
Common stock outstanding, value | 31,527 | 31,296 | |
Common Class B | |||
Shareholders' Investment: | |||
Common stock outstanding, value | $ 24,690 | $ 24,690 | |
[1] | Derived from the audited Consolidated Balance Sheet |
Condensed Consolidated Balance7
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | [1] |
Current Assets: | |||
Allowance for doubtful accounts | $ 14,792 | $ 14,499 | |
Common Class A | |||
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) | 31,527,000 | 31,296,000 | |
Shares outstanding (shares) | 31,527,000 | 31,296,000 | |
Common Class B | |||
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 | |
[1] | Derived from the audited Consolidated Balance Sheet. |
Condensed Consolidated Stateme8
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Cash Flows From Operating Activities: | |||
Net income | $ 7,623 | $ 8,629 | |
Reconciliation of net income to net cash used in operating activities: | |||
Depreciation and amortization | 10,180 | 10,294 | |
Stock-based compensation | 1,296 | 729 | |
Loss (gain) on disposals of property and equipment, net | 82 | (175) | |
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions: | |||
Accounts receivable, net | (9,296) | 2,969 | |
Unbilled revenues, net | (5,729) | (10,887) | |
Accrued or prepaid income taxes | 2,866 | 51 | |
Accounts payable and accrued liabilities | (17,028) | (12,552) | |
Deferred revenues | 1,906 | (2,417) | |
Accrued retirement costs | (10,445) | (4,074) | |
Prepaid expenses and other operating activities | (1,970) | 2,281 | |
Net cash used in operating activities | (20,515) | (5,152) | |
Cash Flows From Investing Activities: | |||
Acquisitions of property and equipment | (695) | (1,535) | |
Proceeds from disposals of property and equipment | 217 | 0 | |
Capitalization of computer software costs | (5,432) | (4,513) | |
Payments for business acquisitions, net of cash acquired | (36,029) | (3,672) | |
Other investing activities | (121) | 0 | |
Net cash used in investing activities | (42,060) | (9,720) | |
Cash Flows From Financing Activities: | |||
Cash dividends paid | (3,441) | (3,373) | |
Payments related to shares received for withholding taxes under stock-based compensation plans | (436) | (4) | |
Proceeds from shares purchased under employee stock-based compensation plans | 37 | 18 | |
Increases in short-term and revolving credit facility borrowings | 58,727 | 33,193 | |
Payments on short-term and revolving credit facility borrowings | (5,386) | (34,006) | |
Payments on capital lease obligations | (416) | (491) | |
Other financing activities | 0 | (1,286) | |
Net cash provided by (used in) financing activities | 49,085 | (5,949) | |
Effects of exchange rate changes on cash and cash equivalents | 718 | (1,619) | |
Decrease in cash and cash equivalents | (12,772) | (22,440) | |
Cash and cash equivalents at beginning of year | 81,569 | [1] | 76,066 |
Cash and cash equivalents at end of period | $ 68,797 | $ 53,626 | |
[1] | Derived from the audited Consolidated Balance Sheet |
Condensed Consolidated Stateme9
Condensed Consolidated Statements of Shareholders' Investment - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Net income (loss) attributable to redeemable noncontrolling interests | $ 178 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning balance | 159,264 | [1] | $ 124,351 |
Net income (loss), including portion attributable to nonredeemable noncontrolling interests | 7,801 | [2] | 8,629 |
Other comprehensive income (loss) | 2,661 | (276) | |
Cash dividends paid | (3,441) | (3,373) | |
Stock-based compensation | 1,296 | 729 | |
Cumulative-effect adjustment of ASU 2016-09 | 692 | ||
Common stock activity, net | (398) | 14 | |
Acquisition of noncontrolling interests | (681) | (3,800) | |
Dividends paid to noncontrolling interests | (186) | ||
Ending balance | 167,194 | 126,088 | |
Additional Paid-In Capital | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning balance | 48,108 | 41,936 | |
Stock-based compensation | 1,296 | 729 | |
Common stock activity, net | (629) | ||
Acquisition of noncontrolling interests | 34 | 1,079 | |
Ending balance | 48,809 | 43,744 | |
Retained Earnings | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning balance | 261,562 | 239,161 | |
Net income (loss), including portion attributable to nonredeemable noncontrolling interests | 7,664 | [2] | 8,630 |
Cash dividends paid | (3,441) | (3,373) | |
Cumulative-effect adjustment of ASU 2016-09 | 692 | ||
Ending balance | 266,477 | 244,418 | |
AOCI attributable to parent | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning balance | (211,773) | (222,631) | |
Other comprehensive income (loss) | 3,475 | 338 | |
Acquisition of noncontrolling interests | 0 | ||
Ending balance | (208,298) | (222,293) | |
Shareholders' Investment Attributable to Shareholders of Crawford & Company | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning balance | 153,883 | 113,693 | |
Net income (loss), including portion attributable to nonredeemable noncontrolling interests | 7,664 | [2] | 8,630 |
Other comprehensive income (loss) | 3,475 | 338 | |
Cash dividends paid | (3,441) | (3,373) | |
Stock-based compensation | 1,296 | 729 | |
Cumulative-effect adjustment of ASU 2016-09 | 692 | ||
Common stock activity, net | (398) | 14 | |
Acquisition of noncontrolling interests | 34 | 1,079 | |
Ending balance | 163,205 | 121,110 | |
Noncontrolling Interests | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning balance | 5,381 | 10,658 | |
Net income (loss), including portion attributable to nonredeemable noncontrolling interests | 137 | [2] | (1) |
Other comprehensive income (loss) | (814) | (614) | |
Acquisition of noncontrolling interests | (715) | (4,879) | |
Dividends paid to noncontrolling interests | (186) | ||
Ending balance | 3,989 | 4,978 | |
Common Class A | Common Stock | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning balance | 31,296 | 30,537 | |
Common stock activity, net | 231 | 14 | |
Ending balance | 31,527 | 30,551 | |
Common Class B | Common Stock | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning balance | 24,690 | 24,690 | |
Common stock activity, net | 0 | 0 | |
Ending balance | $ 24,690 | $ 24,690 | |
[1] | Derived from the audited Consolidated Balance Sheet | ||
[2] | (1) The total net income presented in the consolidated statements of shareholders' investment for the quarter ended March 31, 2017 excludes $178 in net loss attributable to the redeemable noncontrolling interests. |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X promulgated by the United States Securities and Exchange Commission (the "SEC"). Accordingly, these unaudited condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. Operating results for the three months ended, and the Company's financial position as of, March 31, 2017 are not necessarily indicative of the results or financial position that may be expected for the year ending December 31, 2017 or for other future periods. The financial results from the Company's operations outside of the U.S., Canada, the Caribbean, and certain subsidiaries in the Philippines, are reported and consolidated on a two-month delayed basis (fiscal year-end of October 31) as permitted by GAAP in order to provide sufficient time for accumulation of their results. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments (consisting only of normal recurring accruals and adjustments) considered necessary for a fair presentation have been included. There have been no material changes to our significant accounting policies and estimates from those disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2016 . Certain prior period amounts among the segments have been reclassified to conform to the current presentation. These reclassifications had no effect on the Company's reported consolidated results. Significant intercompany transactions have been eliminated in consolidation. The Condensed Consolidated Balance Sheet information presented herein as of December 31, 2016 has been derived from the audited consolidated financial statements as of that date, but does not include all of the information and footnotes required by GAAP for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016 . 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 variable interest entity ("VIE") of the Company. The rabbi trust was created to fund the liabilities of the Company's deferred compensation plan. The Company is considered the primary beneficiary of the rabbi trust because the Company directs the activities of the trust and can use the assets of the trust to satisfy the liabilities of the Company's deferred compensation plan. At March 31, 2017 and December 31, 2016 , the liabilities of the deferred compensation plan were $7,908,000 and $9,385,000 , 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 $16,311,000 and $16,227,000 , respectively. These liabilities and assets are included in "Other noncurrent liabilities" and "Other noncurrent assets," respectively, on the Company's unaudited Condensed Consolidated Balance Sheets. Noncontrolling interests represent the minority shareholders' share of the net income or loss and shareholders' investment in consolidated subsidiaries. Noncontrolling interests are presented as a component of shareholders' investment in the unaudited Condensed Consolidated Balance Sheets and reflect the initial fair value of these investments by noncontrolling shareholders, along with their proportionate share of the income or loss of the subsidiaries, less any dividends or distributions. Noncontrolling interests that are redeemable at the option of the holder are presented outside of shareholders' investment as "Redeemable Noncontrolling Interests" and are carried at either their initial fair value or estimated redemption value if an adjustment is required. The Company owns 51% of the capital stock of Lloyd Warwick International Limited ("LWI"). The Company has also agreed to provide financial support to LWI of up to approximately $10,000,000 . Because of this controlling financial interest, and because Crawford has the obligation to absorb certain of LWI's losses through the additional financial support that LWI may require, LWI is considered a VIE of the Company. LWI also does not meet the business scope exception, as Crawford provides more than half of its financial support, and because LWI lacks sufficient equity at risk to permit it to carry on its activities without this additional financial support. Creditors of LWI have no recourse to Crawford's general credit. Accordingly, Crawford is considered the primary beneficiary and consolidates LWI. Total assets and liabilities of LWI as of March 31, 2017 were $9,647,000 and $10,623,000 , respectively. Total assets and liabilities of LWI as of December 31, 2016 were $9,300,000 and $10,554,000 , respectively. Included in LWI's total liabilities is a loan from Crawford of $8,780,000 and $8,704,000 as of March 31, 2017 and December 31, 2016 , respectively. |
Business Acquisition
Business Acquisition | 3 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Business Acquisition | Business Acquisition On January 4, 2017, the Company acquired 85% of the outstanding membership interests of WeGoLook ® , LLC, for the purchase price of $36,125,000 . 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 tangible assets acquired totaled $1,064,000 , 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 redeemable noncontrolling interests. The acquisition was funded primarily through additional borrowings under the Company's 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; and (b) $800,000 of the purchase price will be held in escrow for a period of 15 months , and $1,000,000 of the purchase price will be held in escrow for a period of 24 months , after the closing date in each case, to secure any valid indemnification claims that the Company may assert for specified breaches of representations, warranties or covenants under the purchase agreement. No amounts have been released from escrow as of March 31, 2017 . The Company has an option, beginning on January 1, 2022 and expiring on December 31, 2023, to acquire the remaining 15% of the outstanding membership interests 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’ interests 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 of WeGoLook 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 redeemable noncontrolling interests assumed, as well as the results of operations of WeGoLook including income or loss attributable to redeemable noncontrolling interests, are reported within the Company’s U.S. Services segment. As a result of the acquisition, the Company preliminarily recognized definite-lived intangible assets of $17,794,000 consisting of developed technology, customer relationships, non-compete agreements and established relationships with independent contractors. The estimated useful lives of these definite-lived intangible assets range from three to ten years. The Company recognized related amortization expense of $643,000 in its unaudited Condensed Consolidated Statements of Operations for the three months ended March 31, 2017 . The Company preliminarily recognized goodwill of $23,575,000 related to the acquisition. The Company anticipates the goodwill attributable to the acquisition will be deductible for tax purposes. The Company recognized noncontrolling interests of $7,365,000 which were measured at fair value at the acquisition date. The noncontrolling interests have been recorded as "Redeemable Noncontrolling Interests" in the Company's unaudited Condensed Consolidated Balance Sheets. During the three months ended March 31, 2017 , no changes were made to the redemption value of the redeemable noncontrolling interests. See Note 1, “Basis of Presentation” for a discussion of noncontrolling interests and redeemable noncontrolling interests. 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 redeemable 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, redeemable noncontrolling interests, 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. For the three months ended March 31, 2017 , WeGoLook accounted for $1,931,000 of the Company’s consolidated revenues before reimbursements. |
Recently Issued Accounting Stan
Recently Issued Accounting Standards | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
Recently Issued Accounting Standards | Recently Issued Accounting Standards Simplifying the Test for Goodwill Impairment In January 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2017-4, "Simplifying the Test for Goodwill Impairment." The ASU was issued to simplify subsequent measurement of goodwill. The update eliminates Step 2 from the goodwill impairment test. Under the amendments in this update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. The Company elected to early adopt this ASU for the period ended March 31, 2017, with no effect on its results of operations, financial condition and cash flows. 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 Company early adopted this ASU during the period ended March 31, 2017, with no effect on its results of operations, financial condition and cash flows. 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 Company elected to early adopt this ASU for the period ended March 31, 2017, with no effect 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 amendment may have on its statement of 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 amendment is effective for annual periods beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted for 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 Company adopted this standard prospectively effective January 1,2017. Prior periods have not been adjusted. As a result of adoption the Company recorded an entry to deferred tax assets and increased retained earnings in the amount of $692,000 for tax benefits not previously recorded related to stock compensation. The Company will record all excess tax benefits and tax deficiencies on share-based payment awards as a discrete item in the income statement as these awards vest or are exercised. Forfeitures will be recognized as they occur. The Company will reflect all payments made to taxing authorities on behalf of employees by withholding shares as a financing activity in the cash flow statement. During the three months ended March 31, 2017 the company recognized a tax benefit of $238,000 as a result of adoption of this standard. 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 interest 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 amendments in this update are effective for annual periods beginning after December 15, 2016, and interim periods thereafter. The Company adopted this standard effective January 1, 2017, with no significant impact to 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 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 has been 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. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company's consolidated effective income tax rate may change periodically due to changes in enacted tax rates, fluctuations in the mix of income earned from the Company's various domestic and international operations, which are subject to income taxes at different rates, the Company's ability to utilize net operating loss and tax credit carryforwards, and amounts related to uncertain income tax positions. At March 31, 2017 , the Company estimates that its effective income tax rate for 2017 will be approximately 37% after considering known discrete items. The overall effective tax rate increased for the three months ended March 31, 2017 as compared with the 2016 period primarily due to the jurisdictional fluctuations in the mix of income earned and higher current year losses in jurisdictions where the losses are unable to be benefited. |
Defined Benefit Pension Plans
Defined Benefit Pension Plans | 3 Months Ended |
Mar. 31, 2017 | |
Defined Benefit Pension Plans and Defined Benefit Postretirement Plans Disclosure [Abstract] | |
Defined Benefit Pension Plans | Defined Benefit Pension Plans Net periodic benefit cost related to all of the Company's defined benefit pension plans recognized in the Company's unaudited Condensed Consolidated Statements of Operations for the three months ended March 31, 2017 and 2016 included the following components: Three months ended (in thousands) March 31, March 31, Service cost $ 328 $ 290 Interest cost 6,171 7,909 Expected return on assets (8,965 ) (9,820 ) Amortization of actuarial loss 3,052 3,277 Net periodic benefit cost $ 586 $ 1,656 For the three -month period ended March 31, 2017 , the Company made contributions of $3,000,000 and $1,283,000 to its U.S. and U.K. defined benefit pension plans, respectively, compared with contributions of $3,000,000 and $1,565,000 , respectively, in the comparable 2016 period. The Company is not required to make any additional contributions to its U.S. or U.K. defined benefit pension plans for the remainder of 2017; however, the Company expects to make additional contributions of approximately $6,000,000 and $3,800,000 to its U.S. and U.K. plans, respectively, during the remainder of 2017 . |
Net Income Attributable to Shar
Net Income Attributable to Shareholders of Crawford & Company per Common Share | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Net Income Attributable to Shareholders of Crawford & Company per Common Share | Net Income Attributable to Shareholders of Crawford & Company per Common Share The Company computes earnings per share of its non-voting Class A Common Stock ("CRD-A") and voting Class B Common Stock ("CRD-B") using the two-class method, which allocates the undistributed earnings in each period to each class on a proportionate basis. The Company's Board of Directors has the right, but not the obligation, to declare higher dividends on the CRD-A shares than on the CRD-B shares, 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 per share for CRD-A and CRD-B. In the first quarter of 2017 and 2016, the Board of Directors declared a higher dividend on CRD-A than on CRD-B. The computations of basic net income attributable to shareholders of Crawford & Company per common share were as follows: Three months ended March 31, March 31, (in thousands, except per share amounts) CRD-A CRD-B CRD-A CRD-B Earnings per share - basic: Numerator: Allocation of undistributed earnings $ 2,364 $ 1,859 $ 2,907 $ 2,350 Dividends paid 2,206 1,235 2,138 1,235 Net income attributable to common shareholders, basic $ 4,570 $ 3,094 $ 5,045 $ 3,585 Denominator: Weighted-average common shares outstanding, basic 31,409 24,690 30,545 24,690 Earnings per share - basic $ 0.15 $ 0.13 $ 0.17 $ 0.15 The computations of diluted net income attributable to shareholders of Crawford & Company per common share were as follows: Three months ended March 31, March 31, (in thousands, except per share amounts) CRD-A CRD-B CRD-A CRD-B Earnings per share - diluted: Numerator: Allocation of undistributed earnings $ 2,392 $ 1,831 $ 2,918 $ 2,339 Dividends paid 2,206 1,235 2,138 1,235 Net income attributable to common shareholders, diluted $ 4,598 $ 3,066 $ 5,056 $ 3,574 Denominator: Weighted-average common shares outstanding, basic 31,409 24,690 30,545 24,690 Weighted-average effect of dilutive securities 839 — 265 — Weighted-average common shares outstanding, diluted 32,248 24,690 30,810 24,690 Earnings per share - diluted $ 0.14 $ 0.12 $ 0.16 $ 0.14 Listed below are the shares excluded from the denominator in the above computation of diluted earnings per share for CRD-A because their inclusion would have been antidilutive: Three months ended (in thousands) March 31, March 31, Shares underlying stock options excluded due to the options' respective exercise prices being greater than the average stock price during the period 559 471 Performance stock grants excluded because performance conditions have not been met (1) 431 1,097 ________________________________________________ (1) Compensation cost is recognized for these performance stock grants based on expected achievement rates; however, no consideration is given to these performance stock grants when calculating earnings per share until the performance measurements have been achieved. The following table details shares issued during the three months ended March 31, 2017 and March 31, 2016 . These shares are included from their dates of issuance in the weighted-average common shares used to compute basic earnings per share for CRD-A in the table above. There were no shares of CRD-B issued during either of these periods. Three months ended (in thousands) March 31, March 31, CRD-A issued under non-employee director stock plan 80 6 CRD-A issued under the U.K. ShareSave Scheme 2 7 CRD-A issued under the Executive Stock Bonus Plan 149 1 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"). At March 31, 2017, the Company had remaining authorization to repurchase 1,455,300 shares under the 2014 Repurchase Authorization. Under the 2014 Repurchase Authorization, repurchases may be made in open market or privately negotiated transactions at such times and for such prices as management deems appropriate, subject to applicable contractual and regulatory restrictions. During the three months ended March 31, 2017 and 2016, the Company did not repurchase any shares of CRD-A or CRD-B. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 3 Months Ended |
Mar. 31, 2017 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss Comprehensive income (loss) for the Company consists of the total of net income, foreign currency translation adjustments, and accrued pension and retiree medical liability adjustments. The changes in components of "Accumulated other comprehensive loss" ("AOCL"), net of taxes and noncontrolling interests, included in the Company's unaudited condensed consolidated financial statements were as follows: Three months ended March 31, 2017 (in thousands) Foreign currency translation adjustments Retirement liabilities (1) AOCL attributable to shareholders of Crawford & Company Beginning balance $ (33,449 ) $ (178,324 ) $ (211,773 ) Other comprehensive income before reclassifications 1,692 — 1,692 Amounts reclassified from accumulated other comprehensive income 1,783 1,783 Net current period other comprehensive income 1,692 1,783 3,475 Ending balance $ (31,757 ) $ (176,541 ) $ (208,298 ) Three months ended March 31, 2016 (in thousands) Foreign currency translation adjustments Retirement liabilities (1) AOCL attributable to shareholders of Crawford & Company Beginning balance $ (24,347 ) $ (198,284 ) $ (222,631 ) Other comprehensive loss before reclassifications (1,803 ) — (1,803 ) Amounts reclassified from accumulated other comprehensive income — 2,141 2,141 Net current period other comprehensive (loss) income (1,803 ) 2,141 338 Ending balance $ (26,150 ) $ (196,143 ) $ (222,293 ) ________________________________________________ (1) Retirement liabilities reclassified to net income are related to the amortization of actuarial losses and are included in "Selling, general, and administrative expenses" in the Company's unaudited Condensed Consolidated Statements of Operations. See Note 5, "Defined Benefit Pension Plans" for additional details. The other comprehensive loss amounts attributable to noncontrolling interests shown in the Company's unaudited Condensed Consolidated Statements of Shareholders' Investment are foreign currency translation adjustments. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following table presents the Company's assets that are measured at fair value on a recurring basis and that are categorized using the fair value hierarchy: Fair Value Measurements at March 31, 2017 Significant Other Significant Quoted Prices in Observable Unobservable Active Markets Inputs Inputs (in thousands) Total (Level 1) (Level 2) (Level 3) Assets: Money market funds (1) $ 10,071 $ 10,071 $ — $ — ________________________________________________ (1) The fair values of the money market funds were based on recently quoted market prices and reported transactions in an active marketplace. Money market funds are included in the Company's unaudited Condensed Consolidated Balance Sheets as "Cash and cash equivalents." Fair Value Disclosures There were no transfers of assets between fair value levels during the three months ended March 31, 2017 . The categorization of assets and liabilities within the fair value hierarchy and the measurement techniques are reviewed quarterly. Any transfers between levels are deemed to have occurred at the end of the quarter. The fair values of accounts receivable, unbilled revenues, accounts payable and short-term borrowings approximate their respective carrying values due to the short-term maturities of the instruments. The interest rate on the Company's variable rate long-term debt resets at least every 90 days ; therefore, the carrying value approximates fair value. These assets and liabilities are measured within Level 2 of the hierarchy . |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information Financial information for the three months ended March 31, 2017 and 2016 related to the Company's reportable segments, including a reconciliation from segment operating earnings to income before income taxes, the most directly comparable GAAP financial measure, is presented below. Three months ended (in thousands) March 31, March 31, Revenues: U.S. Services $ 60,425 $ 58,504 International 110,641 117,522 Broadspire 76,979 76,200 Garden City Group 19,222 25,008 Total segment revenues before reimbursements 267,267 277,234 Reimbursements 12,263 13,674 Total revenues $ 279,530 $ 290,908 Segment Operating Earnings (Loss): U.S. Services $ 5,542 $ 9,054 International 9,288 7,034 Broadspire 7,096 8,705 Garden City Group (891 ) 1,495 Total segment operating earnings 21,035 26,288 Deduct: Unallocated corporate and shared costs, net (2,742 ) (4,618 ) Net corporate interest expense (2,036 ) (2,768 ) Stock option expense (417 ) (90 ) Amortization of customer-relationship intangible assets (2,777 ) (2,459 ) Restructuring and special charges (605 ) (2,417 ) Income before income taxes $ 12,458 $ 13,936 Intersegment transactions are not material for any period presented. Operating earnings is the primary financial performance measure used by the Company's senior management and chief operating decision maker ("CODM") to evaluate the financial performance of the Company's four operating segments and make resource allocation and certain compensation decisions. The Company believes this measure is useful to others in that it allows them to evaluate segment operating performance using the same criteria used by the Company's senior management and CODM. Operating earnings will differ from net income computed in accordance with GAAP since operating earnings represent segment earnings before certain unallocated corporate and shared costs, net corporate interest expense, stock option expense, amortization of customer-relationship intangible assets, restructuring and special charges, income taxes, and net income or loss attributable to noncontrolling interests and redeemable noncontrolling interests. Segment operating earnings includes allocations of certain corporate and shared costs. If the Company changes its allocation methods or changes the types of costs that are allocated to its four operating segments, prior period amounts presented in the current period financial statements are adjusted to conform to the current allocation process. Revenues before reimbursements by major service line in the U.S. Services segment and the Broadspire segment 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. Three months ended (in thousands) March 31, March 31, U.S. Services Claims Field Operations $ 21,051 $ 20,464 Technical Services 7,206 6,726 Catastrophe Services 13,146 14,532 Subtotal U.S. Claims Services 41,403 41,722 Contractor Connection 17,091 16,782 WeGoLook 1,931 — Total Revenues before Reimbursements--U.S. Services $ 60,425 $ 58,504 Broadspire Workers' Compensation, Disability and Liability Claims Management $ 32,983 $ 32,212 Medical Management Services 40,567 40,361 Risk Management Information Services 3,429 3,627 Total Revenues before Reimbursements--Broadspire $ 76,979 $ 76,200 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies As part of the Company's credit facility, the Company maintains a letter of credit facility to satisfy certain of its own contractual requirements. At March 31, 2017 , the aggregate committed amount of letters of credit outstanding under the credit facility was $14,470,000 . In the normal course of its business, the Company is sometimes named as a defendant or responsible party in suits or other actions by insureds or claimants contesting decisions made by the Company or its clients with respect to the settlement of claims. Additionally, certain clients of the Company have in the past brought, and may, in the future bring, claims for indemnification on the basis of alleged actions by the Company, its agents, or its employees in rendering services to clients. The majority of these claims are of the type covered by insurance maintained by the Company. However, the Company is responsible for the deductibles and self-insured retentions under various insurance coverages. In the opinion of Company management, adequate provisions have been made for such known and foreseeable risks. The Company is subject to numerous federal, state, and foreign 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. |
Restructuring and Special Charg
Restructuring and Special Charges | 3 Months Ended |
Mar. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Special Charges | Restructuring and Special Charges Total restructuring and special charges for the three months ended March 31, 2017 and 2016 were $605,000 and $2,417,000 , respectively. Restructuring Charges Restructuring charges for the three months ended March 31, 2017 of $605,000 were incurred 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"), and other restructuring charges for asset impairments and lease termination costs. The following table shows the restructuring charges incurred by type of activity: Three months ended (in thousands) March 31, March 31, Implementation and phase-in of the Centers $ 157 $ 429 Asset impairments and lease termination costs 448 828 Integration costs related to the GAB Robins acquisition and International segment restructuring — 887 Total restructuring charges $ 605 $ 2,144 Costs associated with the Centers were primarily for professional fees and severance costs. Integration costs related to the GAB Robins acquisition and International segment restructuring were predominantly made up of severance and professional fees and other costs. As of March 31, 2017 , the following liabilities remained on the Company's unaudited Condensed Consolidated Balance Sheets related to restructuring charges . The rollforward of these costs to March 31, 2017 were as follows: Three months ended March 31, 2017 (in thousands) Deferred rent Accrued compensation and related costs Accounts payable Other accrued liabilities Total Beginning balance, December 31, 2016 $ 3,066 $ 1,525 $ 617 $ 1,949 $ 7,157 Additions — 145 — 460 605 Adjustments to accruals (323 ) — — — (323 ) Cash payments — (1,075 ) (617 ) (885 ) (2,577 ) Ending balance, March 31, 2017 $ 2,743 $ 595 $ — $ 1,524 $ 4,862 Special Charges The Company recorded no special charges for the three months ended March 31, 2017 and $273,000 for the three months ended March 31, 2016. The special charges for the three months ended March 31, 2016 consisted of legal and professional fees. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events During April 2017, the Company initiated a cost reduction plan to reduce administrative costs and to consolidate management layers in certain operations. The Company expects to record restructuring charges of approximately $8,000,000 related to these actions during the 2017 second quarter, and achieve related operating savings of at least $10,000,000 during the remainder of 2017. These actions involve approximately 200 employees and contractors, and are expected to result in annual savings of at least $20,000,000 in future years. In connection with the realignment of operating segment manager responsibilities subsequent to March 31, 2017, the Company realigned two of its reportable segments by moving its Canada operations from the International segment to a newly formed North America segment that will consist of the existing U.S. Services segment and the Canada operations. The Company's Mexico operations will continue to be reported in the International segment. In addition, certain class action operations within Canada (which have been managed and reported within the International segment) will now be managed and reported within the Garden City Group segment. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of accounting | The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X promulgated by the United States Securities and Exchange Commission (the "SEC"). Accordingly, these unaudited condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. Operating results for the three months ended, and the Company's financial position as of, March 31, 2017 are not necessarily indicative of the results or financial position that may be expected for the year ending December 31, 2017 or for other future periods. The financial results from the Company's operations outside of the U.S., Canada, the Caribbean, and certain subsidiaries in the Philippines, are reported and consolidated on a two-month delayed basis (fiscal year-end of October 31) as permitted by GAAP in order to provide sufficient time for accumulation of their results. |
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. In the opinion of management, all adjustments (consisting only of normal recurring accruals and adjustments) considered necessary for a fair presentation have been included. There have been no material changes to our significant accounting policies and estimates from those disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2016 . |
Reclassification | Certain prior period amounts among the segments have been reclassified to conform to the current presentation. These reclassifications had no effect on the Company's reported consolidated results. Significant intercompany transactions have been eliminated in consolidation. |
Consolidation, variable interest entity, policy | The Company consolidates the liabilities of its deferred compensation plan and the related assets, which are held in a rabbi trust and also considered a variable interest entity ("VIE") of the Company. The rabbi trust was created to fund the liabilities of the Company's deferred compensation plan. The Company is considered the primary beneficiary of the rabbi trust because the Company directs the activities of the trust and can use the assets of the trust to satisfy the liabilities of the Company's deferred compensation plan |
Consolidation, noncontrolling interests and redeemable noncontrolling interests, policy | Noncontrolling interests represent the minority shareholders' share of the net income or loss and shareholders' investment in consolidated subsidiaries. Noncontrolling interests are presented as a component of shareholders' investment in the unaudited Condensed Consolidated Balance Sheets and reflect the initial fair value of these investments by noncontrolling shareholders, along with their proportionate share of the income or loss of the subsidiaries, less any dividends or distributions. Noncontrolling interests that are redeemable at the option of the holder are presented outside of shareholders' investment as "Redeemable Noncontrolling Interests" and are carried at either their initial fair value or estimated redemption value if an adjustment is required. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards Simplifying the Test for Goodwill Impairment In January 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2017-4, "Simplifying the Test for Goodwill Impairment." The ASU was issued to simplify subsequent measurement of goodwill. The update eliminates Step 2 from the goodwill impairment test. Under the amendments in this update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. The Company elected to early adopt this ASU for the period ended March 31, 2017, with no effect on its results of operations, financial condition and cash flows. 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 Company early adopted this ASU during the period ended March 31, 2017, with no effect on its results of operations, financial condition and cash flows. 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 Company elected to early adopt this ASU for the period ended March 31, 2017, with no effect 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 amendment may have on its statement of 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 amendment is effective for annual periods beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted for 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 Company adopted this standard prospectively effective January 1,2017. Prior periods have not been adjusted. As a result of adoption the Company recorded an entry to deferred tax assets and increased retained earnings in the amount of $692,000 for tax benefits not previously recorded related to stock compensation. The Company will record all excess tax benefits and tax deficiencies on share-based payment awards as a discrete item in the income statement as these awards vest or are exercised. Forfeitures will be recognized as they occur. The Company will reflect all payments made to taxing authorities on behalf of employees by withholding shares as a financing activity in the cash flow statement. During the three months ended March 31, 2017 the company recognized a tax benefit of $238,000 as a result of adoption of this standard. 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 interest 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 amendments in this update are effective for annual periods beginning after December 15, 2016, and interim periods thereafter. The Company adopted this standard effective January 1, 2017, with no significant impact to 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 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 has been 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. |
Earnings per share | The Company computes earnings per share of its non-voting Class A Common Stock ("CRD-A") and voting Class B Common Stock ("CRD-B") using the two-class method, which allocates the undistributed earnings in each period to each class on a proportionate basis. The Company's Board of Directors has the right, but not the obligation, to declare higher dividends on the CRD-A shares than on the CRD-B shares, 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 per share for CRD-A and CRD-B. In the first quarter of 2017 and 2016, the Board of Directors declared a higher dividend on CRD-A than on CRD-B. |
Defined Benefit Pension Plans (
Defined Benefit Pension Plans (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Defined Benefit Pension Plans and Defined Benefit Postretirement Plans Disclosure [Abstract] | |
Schedule of defined benefit plans disclosures | Net periodic benefit cost related to all of the Company's defined benefit pension plans recognized in the Company's unaudited Condensed Consolidated Statements of Operations for the three months ended March 31, 2017 and 2016 included the following components: Three months ended (in thousands) March 31, March 31, Service cost $ 328 $ 290 Interest cost 6,171 7,909 Expected return on assets (8,965 ) (9,820 ) Amortization of actuarial loss 3,052 3,277 Net periodic benefit cost $ 586 $ 1,656 |
Net Income Attributable to Sh24
Net Income Attributable to Shareholders of Crawford & Company per Common Share Net Income Attributable to Shareholders of Crawford & Company per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share, basic | The computations of basic net income attributable to shareholders of Crawford & Company per common share were as follows: Three months ended March 31, March 31, (in thousands, except per share amounts) CRD-A CRD-B CRD-A CRD-B Earnings per share - basic: Numerator: Allocation of undistributed earnings $ 2,364 $ 1,859 $ 2,907 $ 2,350 Dividends paid 2,206 1,235 2,138 1,235 Net income attributable to common shareholders, basic $ 4,570 $ 3,094 $ 5,045 $ 3,585 Denominator: Weighted-average common shares outstanding, basic 31,409 24,690 30,545 24,690 Earnings per share - basic $ 0.15 $ 0.13 $ 0.17 $ 0.15 |
Schedule of earnings per share, diluted | The computations of diluted net income attributable to shareholders of Crawford & Company per common share were as follows: Three months ended March 31, March 31, (in thousands, except per share amounts) CRD-A CRD-B CRD-A CRD-B Earnings per share - diluted: Numerator: Allocation of undistributed earnings $ 2,392 $ 1,831 $ 2,918 $ 2,339 Dividends paid 2,206 1,235 2,138 1,235 Net income attributable to common shareholders, diluted $ 4,598 $ 3,066 $ 5,056 $ 3,574 Denominator: Weighted-average common shares outstanding, basic 31,409 24,690 30,545 24,690 Weighted-average effect of dilutive securities 839 — 265 — Weighted-average common shares outstanding, diluted 32,248 24,690 30,810 24,690 Earnings per share - diluted $ 0.14 $ 0.12 $ 0.16 $ 0.14 |
Schedule of antidilutive securities excluded from computation of earnings per share | Listed below are the shares excluded from the denominator in the above computation of diluted earnings per share for CRD-A because their inclusion would have been antidilutive: Three months ended (in thousands) March 31, March 31, Shares underlying stock options excluded due to the options' respective exercise prices being greater than the average stock price during the period 559 471 Performance stock grants excluded because performance conditions have not been met (1) 431 1,097 ________________________________________________ (1) Compensation cost is recognized for these performance stock grants based on expected achievement rates; however, no consideration is given to these performance stock grants when calculating earnings per share until the performance measurements have been achieved. |
Schedule of shares issued under stock plans used in weighted average calc | The following table details shares issued during the three months ended March 31, 2017 and March 31, 2016 . These shares are included from their dates of issuance in the weighted-average common shares used to compute basic earnings per share for CRD-A in the table above. There were no shares of CRD-B issued during either of these periods. Three months ended (in thousands) March 31, March 31, CRD-A issued under non-employee director stock plan 80 6 CRD-A issued under the U.K. ShareSave Scheme 2 7 CRD-A issued under the Executive Stock Bonus Plan 149 1 |
Accumulated Other Comprehensi25
Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Schedule of accumulated other comprehensive income (loss) | The changes in components of "Accumulated other comprehensive loss" ("AOCL"), net of taxes and noncontrolling interests, included in the Company's unaudited condensed consolidated financial statements were as follows: Three months ended March 31, 2017 (in thousands) Foreign currency translation adjustments Retirement liabilities (1) AOCL attributable to shareholders of Crawford & Company Beginning balance $ (33,449 ) $ (178,324 ) $ (211,773 ) Other comprehensive income before reclassifications 1,692 — 1,692 Amounts reclassified from accumulated other comprehensive income 1,783 1,783 Net current period other comprehensive income 1,692 1,783 3,475 Ending balance $ (31,757 ) $ (176,541 ) $ (208,298 ) Three months ended March 31, 2016 (in thousands) Foreign currency translation adjustments Retirement liabilities (1) AOCL attributable to shareholders of Crawford & Company Beginning balance $ (24,347 ) $ (198,284 ) $ (222,631 ) Other comprehensive loss before reclassifications (1,803 ) — (1,803 ) Amounts reclassified from accumulated other comprehensive income — 2,141 2,141 Net current period other comprehensive (loss) income (1,803 ) 2,141 338 Ending balance $ (26,150 ) $ (196,143 ) $ (222,293 ) ________________________________________________ (1) Retirement liabilities reclassified to net income are related to the amortization of actuarial losses and are included in "Selling, general, and administrative expenses" in the Company's unaudited Condensed Consolidated Statements of Operations. See Note 5, "Defined Benefit Pension Plans" for additional details. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value, assets and liabilities measured on recurring basis | The following table presents the Company's assets that are measured at fair value on a recurring basis and that are categorized using the fair value hierarchy: Fair Value Measurements at March 31, 2017 Significant Other Significant Quoted Prices in Observable Unobservable Active Markets Inputs Inputs (in thousands) Total (Level 1) (Level 2) (Level 3) Assets: Money market funds (1) $ 10,071 $ 10,071 $ — $ — ________________________________________________ (1) The fair values of the money market funds were based on recently quoted market prices and reported transactions in an active marketplace. Money market funds are included in the Company's unaudited Condensed Consolidated Balance Sheets as "Cash and cash equivalents." |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Reconciliation of operating profit from segments to consolidated | Financial information for the three months ended March 31, 2017 and 2016 related to the Company's reportable segments, including a reconciliation from segment operating earnings to income before income taxes, the most directly comparable GAAP financial measure, is presented below. Three months ended (in thousands) March 31, March 31, Revenues: U.S. Services $ 60,425 $ 58,504 International 110,641 117,522 Broadspire 76,979 76,200 Garden City Group 19,222 25,008 Total segment revenues before reimbursements 267,267 277,234 Reimbursements 12,263 13,674 Total revenues $ 279,530 $ 290,908 Segment Operating Earnings (Loss): U.S. Services $ 5,542 $ 9,054 International 9,288 7,034 Broadspire 7,096 8,705 Garden City Group (891 ) 1,495 Total segment operating earnings 21,035 26,288 Deduct: Unallocated corporate and shared costs, net (2,742 ) (4,618 ) Net corporate interest expense (2,036 ) (2,768 ) Stock option expense (417 ) (90 ) Amortization of customer-relationship intangible assets (2,777 ) (2,459 ) Restructuring and special charges (605 ) (2,417 ) Income before income taxes $ 12,458 $ 13,936 |
Schedule of revenues by major service line | Revenues before reimbursements by major service line in the U.S. Services segment and the Broadspire segment 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. Three months ended (in thousands) March 31, March 31, U.S. Services Claims Field Operations $ 21,051 $ 20,464 Technical Services 7,206 6,726 Catastrophe Services 13,146 14,532 Subtotal U.S. Claims Services 41,403 41,722 Contractor Connection 17,091 16,782 WeGoLook 1,931 — Total Revenues before Reimbursements--U.S. Services $ 60,425 $ 58,504 Broadspire Workers' Compensation, Disability and Liability Claims Management $ 32,983 $ 32,212 Medical Management Services 40,567 40,361 Risk Management Information Services 3,429 3,627 Total Revenues before Reimbursements--Broadspire $ 76,979 $ 76,200 |
Restructuring and Special Cha28
Restructuring and Special Charges (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and related costs | The following table shows the restructuring charges incurred by type of activity: Three months ended (in thousands) March 31, March 31, Implementation and phase-in of the Centers $ 157 $ 429 Asset impairments and lease termination costs 448 828 Integration costs related to the GAB Robins acquisition and International segment restructuring — 887 Total restructuring charges $ 605 $ 2,144 Costs associated with the Centers were primarily for professional fees and severance costs. Integration costs related to the GAB Robins acquisition and International segment restructuring were predominantly made up of severance and professional fees and other costs. As of March 31, 2017 , the following liabilities remained on the Company's unaudited Condensed Consolidated Balance Sheets related to restructuring charges . The rollforward of these costs to March 31, 2017 were as follows: Three months ended March 31, 2017 (in thousands) Deferred rent Accrued compensation and related costs Accounts payable Other accrued liabilities Total Beginning balance, December 31, 2016 $ 3,066 $ 1,525 $ 617 $ 1,949 $ 7,157 Additions — 145 — 460 605 Adjustments to accruals (323 ) — — — (323 ) Cash payments — (1,075 ) (617 ) (885 ) (2,577 ) Ending balance, March 31, 2017 $ 2,743 $ 595 $ — $ 1,524 $ 4,862 |
Basis of Presentation (Details)
Basis of Presentation (Details) - Primary beneficiary - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Variable Interest Entity | ||
Liabilities of the deferred compensation plan | $ 7,908 | $ 9,385 |
Assets held in the related rabbi trust | $ 16,311 | $ 16,227 |
Basis of Presentation (Acquisit
Basis of Presentation (Acquisition) (Details) - Lloyd Warwick International - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Business Acquisitions | ||
Ownership percentage | 51.00% | |
Variable interest entity, reporting entity involvement, maximum loss exposure, amount | $ 10,000 | |
Asset carrying amount | 9,647 | $ 9,300 |
Liability carrying amount | 10,623 | 10,554 |
Loan from parent | ||
Business Acquisitions | ||
Liability carrying amount | $ 8,780 | $ 8,704 |
Business Acquisition (Details)
Business Acquisition (Details) - USD ($) | Jan. 04, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | [1] |
Business Acquisitions | ||||
Goodwill | $ 115,764,000 | $ 91,750,000 | ||
Redeemable Noncontrolling Interests | 7,187,000 | $ 0 | ||
We Go Look, LLC | ||||
Business Acquisitions | ||||
Business acquisition, percentage of voting interests acquired | 85.00% | |||
Payments to acquire businesses, gross | $ 36,125,000 | |||
Business combination, recognized identifiable assets acquired and liabilities assumed, net | 1,064,000 | |||
Business combination, recognized identifiable assets acquired and liabilities assumed, cash and cash equivalents | $ 100,000 | |||
Noncontrolling interest, ownership percentage by noncontrolling ownership | 15.00% | |||
Finite-lived intangible assets acquired | $ 17,794,000 | |||
Amortization of acquisition costs | 643,000 | |||
Goodwill | 23,575,000 | |||
Redeemable Noncontrolling Interests | $ 7,365,000 | |||
Revenues | 1,931,000 | |||
We Go Look, LLC | Minimum | ||||
Business Acquisitions | ||||
Acquired finite-lived intangible assets, weighted average useful life | 3 years | |||
We Go Look, LLC | Maximum | ||||
Business Acquisitions | ||||
Acquired finite-lived intangible assets, weighted average useful life | 10 years | |||
Post-closing Period | We Go Look, LLC | ||||
Business Acquisitions | ||||
Business combination, indemnification assets, amount as of acquisition date | $ 250,000 | |||
Indemnification Period 1 | We Go Look, LLC | ||||
Business Acquisitions | ||||
Business combination, indemnification assets, amount as of acquisition date | $ 800,000 | |||
Business combination, indemnification period | 15 months | |||
Business combination, amounts released from escrow | $ 0 | |||
Indemnification Period 2 | We Go Look, LLC | ||||
Business Acquisitions | ||||
Business combination, indemnification assets, amount as of acquisition date | $ 1,000,000 | |||
Business combination, indemnification period | 24 months | |||
[1] | Derived from the audited Consolidated Balance Sheet |
Recently Issued Accounting St32
Recently Issued Accounting Standards Recently Issued Accounting Standards (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
New Accounting Pronouncement, Early Adoption [Line Items] | |
Cumulative-effect adjustment of ASU 2016-09 | $ 692 |
Tax benefit related to adoption of ASU 2016-09 | 238 |
New Accounting Pronouncement, Early Adoption, Effect | Accounting Standards Update 2016-09 | |
New Accounting Pronouncement, Early Adoption [Line Items] | |
Decrease to deferred income tax liabilities | 692 |
Retained Earnings | |
New Accounting Pronouncement, Early Adoption [Line Items] | |
Cumulative-effect adjustment of ASU 2016-09 | 692 |
Retained Earnings | New Accounting Pronouncement, Early Adoption, Effect | Accounting Standards Update 2016-09 | |
New Accounting Pronouncement, Early Adoption [Line Items] | |
Cumulative-effect adjustment of ASU 2016-09 | $ 692 |
Income Taxes (Details)
Income Taxes (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Scenario, forecast | |
Effective income tax rate reconciliation, percent | 37.00% |
Defined Benefit Pension Plans S
Defined Benefit Pension Plans Schedule of Defined Benefit Plans Disclosures (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Net periodic benefit cost | $ 586 | $ 1,656 |
Pension Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | 328 | 290 |
Interest cost | 6,171 | 7,909 |
Expected return on assets | (8,965) | (9,820) |
Amortization of actuarial loss | $ 3,052 | $ 3,277 |
Defined Benefit Pension Plans35
Defined Benefit Pension Plans (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
U.S. pension plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Contributions by employer | $ 3,000 | $ 3,000 |
Estimated future employer contributions | 6,000 | |
U.K. pension plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Contributions by employer | 1,283 | $ 1,565 |
Estimated future employer contributions | $ 3,800 |
Net Income Attributable to Sh36
Net Income Attributable to Shareholders of Crawford & Company per Common Share Net Income Attributable to Shareholders of Crawford & Company per Common Share (Schedule of Earnings Per Share, Basic) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Common Class A | ||
Numerator: | ||
Allocation of undistributed earnings | $ 2,364 | $ 2,907 |
Dividends paid | 2,206 | 2,138 |
Net income attributable to common shareholders, basic | $ 4,570 | $ 5,045 |
Denominator: | ||
Weighted-average common shares outstanding, basic | 31,409 | 30,545 |
Earnings per share - basic (usd per share) | $ 0.15 | $ 0.17 |
Common Class B | ||
Numerator: | ||
Allocation of undistributed earnings | $ 1,859 | $ 2,350 |
Dividends paid | 1,235 | 1,235 |
Net income attributable to common shareholders, basic | $ 3,094 | $ 3,585 |
Denominator: | ||
Weighted-average common shares outstanding, basic | 24,690 | 24,690 |
Earnings per share - basic (usd per share) | $ 0.13 | $ 0.15 |
Net Income Attributable to Sh37
Net Income Attributable to Shareholders of Crawford & Company per Common Share Net Income Attributable to Shareholders of Crawford & Company per Common Share (Schedule of Earnings Per Share, Diluted) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Common Class A | ||
Numerator: | ||
Allocation of undistributed earnings | $ 2,392 | $ 2,918 |
Dividends paid | 2,206 | 2,138 |
Net income attributable to common shareholders, diluted | $ 4,598 | $ 5,056 |
Denominator: | ||
Weighted-average common shares outstanding, basic | 31,409 | 30,545 |
Weighted-average number of dilutive securities (shares) | 839 | 265 |
Weighted-average common shares outstanding, diluted | 32,248 | 30,810 |
Earnings per share - diluted (usd per share) | $ 0.14 | $ 0.16 |
Common Class B | ||
Numerator: | ||
Allocation of undistributed earnings | $ 1,831 | $ 2,339 |
Dividends paid | 1,235 | 1,235 |
Net income attributable to common shareholders, diluted | $ 3,066 | $ 3,574 |
Denominator: | ||
Weighted-average common shares outstanding, basic | 24,690 | 24,690 |
Weighted-average number of dilutive securities (shares) | 0 | 0 |
Weighted-average common shares outstanding, diluted | 24,690 | 24,690 |
Earnings per share - diluted (usd per share) | $ 0.12 | $ 0.14 |
Net Income Attributable to Sh38
Net Income Attributable to Shareholders of Crawford & Company per Common Share Net Income Attributable to Shareholders of Crawford & Company per Common Share (Antidilutive Securities) (Details) - shares shares in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Shares underlying stock options excluded due to the options' respective exercise prices being greater than the average stock price during the period | |||
Antidilutive Securities Excluded from Computation of (Loss) Earnings Per Share | |||
Shares excluded from diluted earnings per share (shares) | 559 | 471 | |
Performance stock grants excluded because performance conditions had not been met | |||
Antidilutive Securities Excluded from Computation of (Loss) Earnings Per Share | |||
Shares excluded from diluted earnings per share (shares) | [1] | 431 | 1,097 |
[1] | Compensation cost is recognized for these performance stock grants based on expected achievement rates; however, no consideration is given to these performance stock grants when calculating earnings per share until the performance measurements have been achieved. |
Net Income Attributable to Sh39
Net Income Attributable to Shareholders of Crawford & Company per Common Share Net Income Attributable to Shareholders of Crawford & Company per Common Share (Weighted Average Shares Issued) (Details) - shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Common Class B | ||
Share-based Compensation Arrangement | ||
Stock issued during period (shares) | 0 | 0 |
Common Class A | CRD-A issued under non-employee director stock plan | ||
Share-based Compensation Arrangement | ||
Stock issued during period (shares) | 80,000 | 6,000 |
Common Class A | CRD-A issued under the U.K. ShareSave Scheme | ||
Share-based Compensation Arrangement | ||
Stock issued during period (shares) | 2,000 | 7,000 |
Common Class A | CRD-A issued under the Executive Stock Bonus Plan | ||
Share-based Compensation Arrangement | ||
Stock issued during period (shares) | 149,000 | 1,000 |
Net Income Attributable to Sh40
Net Income Attributable to Shareholders of Crawford & Company per Common Share Net Income Attributable to Shareholders of Crawford & Company per Common Share (Narrative) (Details) - shares | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Aug. 31, 2014 | |
Common Class A | |||
Equity, Class of Treasury Stock | |||
Shares repurchased (shares) | 0 | 0 | |
Common Class B | |||
Equity, Class of Treasury Stock | |||
Shares repurchased (shares) | 0 | 0 | |
Repurchase Authorization 2014 | Common Stock | |||
Equity, Class of Treasury Stock | |||
Number of shares authorized to be repurchased (shares) | 2,000,000 | ||
Number of shares remaining to be repurchased (shares) | 1,455,300 |
Accumulated Other Comprehensi41
Accumulated Other Comprehensive Loss (Rollforward of Accumulated Other Comprehensive Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | |||
Changes in Accumulated Other Comprehensive Loss [Roll Forward] | ||||
Beginning balance | $ 159,264 | [1] | $ 124,351 | |
Other Comprehensive Income (Loss) | 2,661 | (276) | ||
Ending balance | 167,194 | 126,088 | ||
Foreign currency translation adjustments | ||||
Changes in Accumulated Other Comprehensive Loss [Roll Forward] | ||||
Beginning balance | (33,449) | (24,347) | ||
Other comprehensive income before reclassifications | 1,692 | (1,803) | ||
Amounts reclassified from accumulated other comprehensive income | 0 | |||
Other Comprehensive Income (Loss) | 1,692 | (1,803) | ||
Ending balance | (31,757) | (26,150) | ||
Retirement liabilities | ||||
Changes in Accumulated Other Comprehensive Loss [Roll Forward] | ||||
Beginning balance | [2] | (178,324) | (198,284) | |
Other comprehensive income before reclassifications | [2] | 0 | 0 | |
Amounts reclassified from accumulated other comprehensive income | [2] | 1,783 | 2,141 | |
Other Comprehensive Income (Loss) | [2] | 1,783 | 2,141 | |
Ending balance | [2] | (176,541) | (196,143) | |
AOCL attributable to shareholders of Crawford & Company | ||||
Changes in Accumulated Other Comprehensive Loss [Roll Forward] | ||||
Beginning balance | (211,773) | (222,631) | ||
Other comprehensive income before reclassifications | 1,692 | (1,803) | ||
Amounts reclassified from accumulated other comprehensive income | 1,783 | 2,141 | ||
Other Comprehensive Income (Loss) | 3,475 | 338 | ||
Ending balance | $ (208,298) | $ (222,293) | ||
[1] | Derived from the audited Consolidated Balance Sheet | |||
[2] | Retirement liabilities reclassified to net income are related to the amortization of actuarial losses and are included in "Selling, general, and administrative expenses" in the Company's unaudited Condensed Consolidated Statements of Operations. See Note 5, "Defined Benefit Pension Plans" for additional details. |
Fair Value Measurements (Detail
Fair Value Measurements (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017USD ($) | ||
Assets: | ||
Debt instrument, variable interest rate duration between resets | 90 days | |
Cash and cash equivalents | Measured on a recurring basis | ||
Assets: | ||
Money market funds | $ 10,071 | [1] |
Cash and cash equivalents | Level 1 | Measured on a recurring basis | ||
Assets: | ||
Money market funds | 10,071 | [1] |
Cash and cash equivalents | Level 2 | Measured on a recurring basis | ||
Assets: | ||
Money market funds | 0 | [1] |
Cash and cash equivalents | Level 3 | Measured on a recurring basis | ||
Assets: | ||
Money market funds | $ 0 | [1] |
[1] | The fair values of the money market funds were based on recently quoted market prices and reported transactions in an active marketplace. Money market funds are included in the Company's unaudited Condensed Consolidated Balance Sheets as "Cash and cash equivalents." |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017USD ($)segment | Mar. 31, 2016USD ($) | |
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated | ||
Revenues before reimbursements | $ 267,267 | $ 277,234 |
Reimbursements | 12,263 | 13,674 |
Total revenues | 279,530 | 290,908 |
Net corporate interest expense | (2,036) | (2,768) |
Restructuring and special charges | (605) | (2,417) |
Income before income taxes | $ 12,458 | 13,936 |
Number of operating segments (segments) | segment | 4 | |
Operating Segments | ||
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated | ||
Total segment operating earnings | $ 21,035 | 26,288 |
Segment Reconciling Items | ||
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated | ||
Unallocated corporate and shared costs, net | (2,742) | (4,618) |
Net corporate interest expense | (2,036) | (2,768) |
Stock option expense | (417) | (90) |
Amortization of customer-relationship intangible assets | (2,777) | (2,459) |
Restructuring and special charges | (605) | (2,417) |
U.S. Services | ||
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated | ||
Revenues before reimbursements | 60,425 | 58,504 |
U.S. Services | Operating Segments | ||
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated | ||
Revenues before reimbursements | 60,425 | 58,504 |
Total segment operating earnings | 5,542 | 9,054 |
International | Operating Segments | ||
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated | ||
Revenues before reimbursements | 110,641 | 117,522 |
Total segment operating earnings | 9,288 | 7,034 |
Broadspire | ||
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated | ||
Revenues before reimbursements | 76,979 | 76,200 |
Broadspire | Operating Segments | ||
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated | ||
Revenues before reimbursements | 76,979 | 76,200 |
Total segment operating earnings | 7,096 | 8,705 |
Garden City Group | Operating Segments | ||
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated | ||
Revenues before reimbursements | 19,222 | 25,008 |
Total segment operating earnings | $ (891) | $ 1,495 |
Segment Information (Revenues B
Segment Information (Revenues By Major Service Line) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenue from External Customer | ||
Revenues before reimbursements | $ 267,267 | $ 277,234 |
U.S. Services | ||
Revenue from External Customer | ||
Revenues before reimbursements | 60,425 | 58,504 |
Broadspire | ||
Revenue from External Customer | ||
Revenues before reimbursements | 76,979 | 76,200 |
Claims Field Operations | U.S. Services | ||
Revenue from External Customer | ||
Revenues before reimbursements | 21,051 | 20,464 |
Technical Services | U.S. Services | ||
Revenue from External Customer | ||
Revenues before reimbursements | 7,206 | 6,726 |
Catastrophe Services | U.S. Services | ||
Revenue from External Customer | ||
Revenues before reimbursements | 13,146 | 14,532 |
Subtotal U.S. Claims Services | U.S. Services | ||
Revenue from External Customer | ||
Revenues before reimbursements | 41,403 | 41,722 |
Contractor Connection | U.S. Services | ||
Revenue from External Customer | ||
Revenues before reimbursements | 17,091 | 16,782 |
WeGoLook | U.S. Services | ||
Revenue from External Customer | ||
Revenues before reimbursements | 1,931 | 0 |
Workers' Compensation, Disability and Liability Claims Management | Broadspire | ||
Revenue from External Customer | ||
Revenues before reimbursements | 32,983 | 32,212 |
Medical Management Services | Broadspire | ||
Revenue from External Customer | ||
Revenues before reimbursements | 40,567 | 40,361 |
Risk Management Information Services | Broadspire | ||
Revenue from External Customer | ||
Revenues before reimbursements | $ 3,429 | $ 3,627 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | Mar. 31, 2017USD ($) |
Letter of Credit | |
Loss Contingencies | |
Letters of credit outstanding amount | $ 14,470 |
Restructuring and Special Cha46
Restructuring and Special Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Restructuring and Special Charges | ||
Restructuring and special charges | $ 605 | $ 2,417 |
Restructuring charges incurred | 605 | 2,144 |
Implementation and phase-in of the Centers | ||
Restructuring and Special Charges | ||
Restructuring charges incurred | 157 | 429 |
Asset impairments and lease termination costs | ||
Restructuring and Special Charges | ||
Restructuring charges incurred | 448 | 1 |
Integration costs related to the GAB Robins acquisition and International segment restructuring | ||
Restructuring and Special Charges | ||
Restructuring charges incurred | 0 | 887 |
Special Charges | ||
Restructuring and Special Charges | ||
Legal and professional fees | $ 0 | $ (273) |
Restructuring and Special Cha47
Restructuring and Special Charges (Rollforward of accrued liabilities) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Restructuring Reserve [Roll Forward] | ||
Beginning balance | $ 7,157 | |
Additions | 605 | $ 2,144 |
Adjustments to accruals | (323) | |
Cash payments | (2,577) | |
Ending balance | 4,862 | |
Deferred rent | ||
Restructuring Reserve [Roll Forward] | ||
Beginning balance | 3,066 | |
Additions | 0 | |
Adjustments to accruals | (323) | |
Cash payments | 0 | |
Ending balance | 2,743 | |
Accrued compensation and related costs | ||
Restructuring Reserve [Roll Forward] | ||
Beginning balance | 1,525 | |
Additions | 145 | |
Adjustments to accruals | 0 | |
Cash payments | (1,075) | |
Ending balance | 595 | |
Accounts payable | ||
Restructuring Reserve [Roll Forward] | ||
Beginning balance | 617 | |
Additions | 0 | |
Adjustments to accruals | 0 | |
Cash payments | (617) | |
Ending balance | 0 | |
Other accrued liabilities | ||
Restructuring Reserve [Roll Forward] | ||
Beginning balance | 1,949 | |
Additions | 460 | |
Adjustments to accruals | 0 | |
Cash payments | (885) | |
Ending balance | $ 1,524 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2017USD ($)Employee | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2017USD ($) | |
Subsequent Event | |||||
Restructuring charges incurred | $ 605 | $ 2,144 | |||
April 2017 Cost Reduction Plan | Scenario, forecast | |||||
Subsequent Event | |||||
Restructuring charges incurred | $ 8,000 | ||||
Restructuring, number of employees | Employee | 200 | ||||
April 2017 Cost Reduction Plan | Minimum | Scenario, forecast | |||||
Subsequent Event | |||||
Effect on future earnings, amount | $ 10,000 | ||||
Restructuring, expected annual savings | $ 20,000 |