Form 10-Q Crawford & Company Quarter Ended September 30, 1997 Page 2 PART I - FINANCIAL INFORMATION Item 1. Financial Statements Condensed Financial Statements: Year-to-Date Unaudited Consolidated Statements of Income for the Nine-Month Periods ended September 30, 1997 and September 30, 1996: (In Thousands of Dollars Except Share and Per Share Data) 1997 1996 Revenues $527,416 $474,089 Costs and Expenses: Cost of services provided, less reimbursed expenses of $28,927 in 1997 and $24,333 in 1996 376,592 340,871 Selling, general and administrative expenses 83,324 80,407 Restructuring charge 13,000 0 Total costs and expenses 472,916 421,278 Income Before Income Taxes and Minority Interest 54,500 52,811 Provision for Income Taxes 21,670 21,297 Income Before Minority Interest 32,830 31,514 Minority Interest in Loss of Joint Venture 1,803 0 Net Income $34,633 $31,514 Net Income Per Share Primary $0.70 $0.62 Assuming Full Dilution $0.67 $0.60 Average Number of Class A and Class B Common Shares used in Net Income per Share Calculations Primary 49,736,692 51,216,146 Assuming Full Dilution 51,707,649 52,521,003 Declared Dividends Per Share - Class A Common Stock $0.33 $0.30 Declared Dividends Per Share - Class B Common Stock $0.33 $0.29 (See accompanying notes to condensed financial statements) Form 10-Q Crawford & Company Quarter Ended September 30, 1997 Page 3 Quarterly Unaudited Consolidated Statements of Income for the Three-Month Periods ended September 30, 1997 and September 30, 1996: (In Thousands of Dollars Except Share and Per Share Data) 1997 1996 Revenues $178,896 $154,897 Costs and Expenses: Cost of services provided, less reimbursed expenses of $10,139 in 1997 and $8,466 in 1996 126,977 110,875 Selling, general and administrative expenses 26,364 25,833 Total costs and expenses 153,341 136,708 Income Before Income Taxes and Minority Interest 25,555 18,189 Provision for Income Taxes 9,967 7,334 Income Before Minority Interest 15,588 10,855 Minority Interest in Income of Joint Venture (702) 0 Net Income $14,886 $10,855 Net Income Per Share Primary $0.30 $0.22 Assuming Full Dilution $0.29 $0.21 Average Number of Class A and Class B Common Shares used in Net Income per Share Calculations Primary 49,449,406 51,033,923 Assuming Full Dilution 51,420,363 52,338,780 Declared Dividends Per Share - Class A Common Stock $0.11 $0.10 Declared Dividends Per Share - Class B Common Stock $0.11 $0.10 (See accompanying notes to condensed financial statements) Form 10-Q Crawford & Company Quarter Ended September 30, 1997 Page 4 Consolidated Balance Sheets as of September 30, 1997 and December 31, 1996: (In Thousands of Dollars) (Unaudited) September 30 December 31 1997 1996 ASSETS Current Assets: Cash and cash equivalents $68,871 $55,485 Accounts receivable, less allowance for doubtful accounts of $16,064 in 1997 and $11,692 in 1996 121,166 112,975 Unbilled revenues, at estimated billable amounts 93,317 68,593 Prepaid income taxes 3,134 2,677 Prepaid expenses and other current assets 14,605 7,166 Total current assets 301,093 246,896 Property and Equipment: Property and equipment, at cost 152,578 123,901 Less accumulated depreciation and amortization (112,264) (92,264) Net property and equipment 40,314 31,637 Other Assets: Intangible assets arising from acquisitions, less accumulated amortization of $10,063 in 1997 and $8,768 in 1996 51,114 52,266 Prepaid pension obligation 47,612 41,405 Other 4,677 5,881 Total other assets 103,403 99,552 TOTAL ASSETS $444,810 $378,085 (See accompanying notes to condensed financial statements) Form 10-Q Crawford & Company Quarter Ended September 30, 1997 Page 5 Consolidated Balance Sheets - (Continued) (In Thousands of Dollars) (Unaudited) September 30 December 31 1997 1996 LIABILITIES AND SHAREHOLDERS' INVESTMENT Current Liabilities: Short-term borrowings $20,721 $8,437 Accounts payable 18,899 13,329 Accrued compensation and related costs 29,466 30,811 Other accrued liabilities 58,001 32,645 Deferred revenues 16,057 16,300 Current installments of long-term debt 9,750 9,130 Total current liabilities 152,894 110,652 Noncurrent Liabilities: Long-term debt, less current installments 984 376 Deferred income taxes 11,189 13,810 Deferred revenues 14,136 12,902 Postretirement medical benefit obligation 8,183 8,037 Self-insured risks 8,663 8,172 Minority interest 27,431 0 Other 4,102 2,600 Total noncurrent liabilities 74,688 45,897 Shareholders' Investment: Class A Common Stock, $1.00 par value; 50,000,000 shares authorized; 23,733,248 and 24,392,393 shares issued in 1997 and 1996, respectively 23,733 24,392 Class B Common Stock, $1.00 par value; 50,000,000 shares authorized; 25,511,224 and 25,718,919 shares issued in 1997 and 1996, respectively 25,511 25,719 Retained earnings 176,221 173,708 Cumulative translation adjustment (8,237) (2,283) Total shareholders' investment 217,228 221,536 TOTAL LIABILITIES AND SHAREHOLDERS' INVESTMENT $444,810 $378,085 (See accompanying notes to condensed financial statements) Form 10-Q Crawford & Company Quarter Ended September 30, 1997 Page 6 Unaudited Consolidated Statements of Cash Flows for the Nine-Month Periods Ended September 30, 1997 and September 30, 1996: (In Thousands of Dollars) 1997 1996 Cash Flows From Operating Activities: Net income $34,633 $31,514 Reconciliation of net income to net cash provided by operating activities: Minority interest in loss of joint venture (1,803) 0 Depreciation and amortization 11,742 11,933 Deferred income taxes (3,078) 1,336 Loss on sales of property and equipment 339 324 Changes in operating assets and liabilities: Short-term investments 0 5,470 Accounts receivable, net 7,691 1,836 Unbilled revenues 4,841 (6,959) Prepaid or accrued income taxes 4,640 (1,511) Accounts payable and accrued liabilities 6,462 13,992 Deferred revenues 992 2,624 Prepaid expenses and other assets (15,692) (10,944) Net cash provided by operating activities 50,767 49,615 Cash Flows From Investing Activities: Acquisitions of property and equipment (7,506) (6,137) Sales of property and equipment 205 301 Net cash used in investing activities (7,301) (5,836) Cash Flows From Financing Activities: Dividends paid (16,425) (15,119) Repurchase of common stock (20,624) (15,940) Issuance of common stock 3,977 1,063 Increase/(decrease) in short-term borrowings 3,755 (1,357) (Decrease)/increase in long-term debt (3,897) 126 Net cash used in financing activities (33,214) (31,227) Effect of exchange rate changes on cash and cash equivalents 3,134 (42) Increase in cash and cash equivalents 13,386 12,510 Cash and cash equivalents at beginning of period 55,485 40,802 Cash and cash equivalents at end of period $68,871 $53,312 Cash payments for income taxes $21,027 $21,461 (See accompanying notes to condensed financial statements)