================================================================================
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
for the quarterly period ended March 31, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
for the transition period from ____ to ____
COMMISSION FILE NUMBER 1-10356
CRAWFORD & COMPANY
(Exact name of Registrant as specified in its charter)
Georgia 58-0506554
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5620 GLENRIDGE DRIVE, N.E.
ATLANTA, GEORGIA 30342
(Address of principal executive offices) (Zip Code)
(404) 256-0830
(Registrant's telephone number, including area code)
-------------------
Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO
--- ---
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
YES X NO
--- ---
The number of shares outstanding of each of the issuer's classes of common
stock, as of April 30, 2004 was as follows:
CLASS A COMMON STOCK, $1.00 PAR VALUE: 24,026,903
CLASS B COMMON STOCK, $1.00 PAR VALUE: 24,697,172
===============================================================================
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CRAWFORD & COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - UNAUDITED
(IN THOUSANDS, EXCEPT PER SHARE DATA)
QUARTER ENDED
---------------------------------------
MARCH 31, MARCH 31,
2004 2003
---------------------------------------
REVENUES:
Revenues before reimbursements $169,855 $167,258
Reimbursements 14,881 14,707
- -----------------------------------------------------------------------------------------------------
TOTAL REVENUES 184,736 181,965
- -----------------------------------------------------------------------------------------------------
COSTS AND EXPENSES:
Cost of services provided, before reimbursements 131,125 127,792
Reimbursements 14,881 14,707
- -----------------------------------------------------------------------------------------------------
Cost of Services 146,006 142,499
Selling, general, and administrative expenses 33,636 33,079
Corporate interest, net 1,337 1,279
- -----------------------------------------------------------------------------------------------------
TOTAL COSTS AND EXPENSES 180,979 176,857
- -----------------------------------------------------------------------------------------------------
INCOME BEFORE INCOME TAXES 3,757 5,108
PROVISION FOR INCOME TAXES 1,368 1,859
- -----------------------------------------------------------------------------------------------------
NET INCOME $2,389 $3,249
=====================================================================================================
NET INCOME PER SHARE:
Basic $0.05 $0.07
Diluted $0.05 $0.07
=====================================================================================================
WEIGHTED-AVERAGE SHARES OUTSTANDING:
Basic 48,724 48,622
Diluted 48,869 48,689
=====================================================================================================
CASH DIVIDENDS PER SHARE:
Class A Common Stock $0.06 $0.06
Class B Common Stock $0.06 $0.06
=====================================================================================================
(See accompanying notes to condensed consolidated financial statements)
2
CRAWFORD & COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
(UNAUDITED)
MARCH 31, DECEMBER 31,
2004 2003
- ----------------------------------------------------------------------------------------------------------
ASSETS
- ----------------------------------------------------------------------------------------------------------
CURRENT ASSETS:
Cash and cash equivalents $31,061 $41,564
Accounts receivable, less allowance for doubtful
accounts of $21,498 in 2004 and $20,832 in 2003 147,782 142,273
Unbilled revenues, at estimated billable amounts 106,835 100,253
Prepaid expenses and other current assets 13,258 13,028
- ----------------------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS 298,936 297,118
- ----------------------------------------------------------------------------------------------------------
PROPERTY AND EQUIPMENT:
Property and equipment, at cost 155,810 154,786
Less accumulated depreciation (118,937) (117,618)
- ----------------------------------------------------------------------------------------------------------
NET PROPERTY AND EQUIPMENT 36,873 37,168
- ----------------------------------------------------------------------------------------------------------
OTHER ASSETS:
Intangible assets arising from acquisitions, net 106,125 104,523
Capitalized software costs, net 32,156 31,540
Deferred income tax asset 28,584 28,505
Other 15,401 14,144
- ----------------------------------------------------------------------------------------------------------
TOTAL OTHER ASSETS 182,266 178,712
- ----------------------------------------------------------------------------------------------------------
TOTAL ASSETS $518,075 $512,998
==========================================================================================================
(See accompanying notes to condensed consolidated financial statements)
3
CRAWFORD & COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS - CONTINUED
(IN THOUSANDS)
(UNAUDITED)
MARCH 31, DECEMBER 31,
2004 2003
- ---------------------------------------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' INVESTMENT
- ---------------------------------------------------------------------------------------------------------------
CURRENT LIABILITIES:
Short-term borrowings $50,957 $43,007
Accounts payable 38,936 41,451
Accrued compensation and related costs 26,555 33,104
Deferred revenues 20,472 19,172
Self-insured risks 20,815 18,040
Accrued income taxes 8,619 7,406
Other accrued liabilities 18,275 18,177
Current installments of long-term debt 2,826 3,106
- ---------------------------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES 187,455 183,463
- ---------------------------------------------------------------------------------------------------------------
NONCURRENT LIABILITIES:
Long-term debt, less current installments 51,082 50,664
Deferred revenues 10,473 10,559
Self-insured risks 8,969 11,920
Minimum pension liability 69,063 67,846
Postretirement medical benefit obligation 6,077 6,077
Other 9,839 9,875
- ---------------------------------------------------------------------------------------------------------------
TOTAL NONCURRENT LIABILITIES 155,503 156,941
- ---------------------------------------------------------------------------------------------------------------
SHAREHOLDERS' INVESTMENT:
Class A Common Stock, $1.00 par value; 50,000 shares authorized; 24,027
shares issued and outstanding in 2004 and 2003 24,027 24,027
Class B Common Stock, $1.00 par value; 50,000
shares authorized; 24,697 shares issued and outstanding in
2004 and 2003 24,697 24,697
Additional paid-in capital 840 840
Retained earnings 187,214 187,747
Accumulated other comprehensive loss (61,661) (64,717)
- ---------------------------------------------------------------------------------------------------------------
TOTAL SHAREHOLDERS' INVESTMENT 175,117 172,594
- ---------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' INVESTMENT $518,075 $512,998
===============================================================================================================
(See accompanying notes to condensed consolidated financial statements)
4
CRAWFORD & COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
(IN THOUSANDS)
QUARTER ENDED
--------------------------------------
MARCH 31, MARCH 31,
2004 2003
--------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $2,389 $3,249
Reconciliation of net income to net cash (used in)
provided by operating activities:
Depreciation and amortization 4,377 4,040
Deferred income taxes (107) 221
Loss on sales of property and equipment 19 71
Changes in operating assets and liabilities,
net of effects of acquisitions:
Accounts receivable, net (2,723) 3,056
Unbilled revenues (3,445) (5,986)
Accrued or prepaid income taxes 1,241 (1,012)
Accounts payable and accrued liabilities (6,630) (2,961)
Deferred revenues 776 1,039
Prepaid and accrued pension costs (3,646) 3,946
Prepaid expenses and other assets (296) 803
- ----------------------------------------------------------------------------------------------------
Net cash (used in) provided by operating activities (8,045) 6,466
- ----------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of property and equipment (2,144) (2,270)
Capitalization of computer software costs (2,418) (3,167)
Acquisitions of businesses, net of cash acquired (106) -
Proceeds from sales of property and equipment 12 42
- ----------------------------------------------------------------------------------------------------
Net cash used in investing activities (4,656) (5,395)
- ----------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends paid (2,923) (2,918)
Increase in short-term borrowings 8,441 4,063
Payments on short-term borrowings (4,184) (1,923)
Increase in long-term debt 321 172
Payments on long-term debt (342) (247)
Capitalized loan costs 33 -
- ----------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities 1,346 (853)
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
Effect of exchange rate changes on cash and cash
equivalents 852 788
- ----------------------------------------------------------------------------------------------------
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (10,503) 1,006
Cash and cash equivalents at beginning of period 41,564 31,091
- ----------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $31,061 $32,097
====================================================================================================
(See accompanying notes to condensed consolidated financial statements)
5
CRAWFORD & COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. The unaudited condensed consolidated financial statements of Crawford and
Company (the "Company") included herein have been prepared pursuant to the rules
and regulations of the Securities and Exchange Commission. Certain information
and footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Certain previously reported amounts have been reclassified to conform to the
current presentation. Costs associated with the Company's claims management
systems totaling $757,000 for the three months ended March 31, 2003 were
reclassified from selling, general, and administrative expenses to cost of
services provided in the accompanying Consolidated Statements of Income in order
to consistently reflect the cost of these systems. In addition, the Company
receives reimbursements from clients for pass-through expenses related to the
cost of media advertising and postage incurred during advertising and noticing
campaigns related to class action settlements administered by the Company. The
Company previously recorded certain of these reimbursements as a reduction of
cost of services rather than as reimbursements revenue. Accordingly, the Company
revised the accompanying Consolidated Statements of Income for the three months
ended March 31, 2003 in order to correctly reflect total reimbursements. The
impact of this revision was to increase reimbursement revenues and expenses by
$5.1 million. The following table reconciles the Company's total revenues as
previously reported in each quarter of 2003 to total revenues after reflecting
the effects of the reclassifications:
- ------------------------------------------------------------------------------------------
Quarter Ended
-------------------------------------------------------
March 31, June 30, September 30, December 31,
(in, thousands) 2003 2003 2003 2003 Total
==========================================================================================
Total revenues as
previously reported $176,873 $186,627 $184,084 $185,297 $732,881
Effect of
reclassification 5,092 3,578 15,225 11,233 35,128
-------- -------- -------- -------- -------
Total revenues as
adjusted $181,965 $190,205 $199,309 $196,530 $768,009
======== ======== ======== ======== ========
- ------------------------------------------------------------------------------------------
These reclassifications had no effect on revenues before reimbursements or net
income as previously reported.
The results of operations for the three months ended March 31, 2004 are not
necessarily indicative of the results to be expected during the balance of the
year ending December 31, 2004. These condensed financial statements should be
read in conjunction with the audited financial statements and related notes
contained in the Company's annual report on Form 10-K for the fiscal year ended
December 31, 2003.
6
CRAWFORD & COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The preparation of financial statements in conformity with accounting principles
generally accepted in the U.S. requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. The
Company's critical accounting policies and estimates, as disclosed on Form 10-K
for the fiscal year ended December 31, 2003, have not changed.
The Company accounts for stock-based compensation utilizing the intrinsic value
method in accordance with the provisions of Accounting Principles Board Opinion
("APB") No. 25, "Accounting for Stock Issued to Employees" and related
interpretations. Accordingly, no compensation expense has been recognized for
the option plans because the exercise prices of the stock options equal the
market prices of the underlying stock on the dates of grant. Had compensation
cost for these plans been determined based on the fair value at the grant dates
for awards under those plans consistent with Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation," the Company's net
income and net income per share would have been reduced to the pro forma amounts
indicated below:
- --------------------------------------------------------------------------------
Quarter ended
------------------------
March 31, March 31,
(in thousands, except per share data) 2004 2003
================================================================================
Net income as reported $ 2,389 $ 3,249
Less: compensation expense using the
fair value method, net of tax 150 348
--------- ---------
Pro forma net income $ 2,239 $ 2,901
========= =========
Net income per share - basic:
As reported $ 0.05 $ 0.07
========= =========
Pro forma $ 0.05 $ 0.06
========= =========
Net income per share - diluted:
As reported $ 0.05 $ 0.07
========= =========
Pro forma $ 0.05 $ 0.06
========= =========
- --------------------------------------------------------------------------------
The fair value of options is estimated on the date of grant using the
Black-Scholes option-pricing model with the following weighted-average
assumptions:
<Table>
<Caption>
- -------------------------------------------------------------------------------------
Quarter ended
---------------------
March 31, March 31,
2004 2003
=====================================================================================
Expected dividend yield 3.4% 3.6%
Expected volatility 34% 33%
Risk-free interest rate 3.8% 3.6%
Expected life of options 8 years 7 years
- -------------------------------------------------------------------------------------
7
CRAWFORD & COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
2. During the quarter ended March 31, 2004, the Company utilized $85,000 of its
restructuring reserves for payments related to lease terminations. As of March
31, 2004, remaining restructuring reserves were $1.2 million, $942,000 of which
is included in other noncurrent liabilities. The noncurrent portion of accrued
restructuring costs consists of long-term lease obligations related to various
United Kingdom offices, which the Company has vacated and is currently
attempting to sublease. Management periodically reviews the restructuring
reserves and believes the remaining reserves are adequate to complete its plan.
3. Basic net income per share is computed based on the weighted-average number
of total common shares outstanding during the respective periods. Diluted net
income per share is computed based on the weighted-average number of total
common shares outstanding plus the dilutive effect of outstanding stock options,
if any, using the "treasury stock" method.
Below is the calculation of basic and diluted net income per share for the
quarters ended March 31, 2004 and 2003:
- ----------------------------------------------------------------------------------
Quarter ended
---------------------------
March 31, March 31,
(in thousands, except per share data) 2004 2003
=================================================================================
Net income available to common shareholders $ 2,389 $ 3,249
======= =======
Weighted-average common shares
outstanding - Basic 48,724 48,622
Dilutive effect of stock options 145 67
------- -------
Weighted-average common shares
outstanding - Diluted 48,869 48,689
======= =======
Basic net income per share $ 0.05 $ 0.07
======= =======
Diluted net income per share $ 0.05 $ 0.07
======= =======
- ----------------------------------------------------------------------------------
Additional options to purchase 5,573,798 shares of Class A Common Stock at
exercise prices ranging from $6.66 to $19.50 per share were outstanding at March
31, 2004, but were not included in the computation of diluted net income per
share because the options' exercise prices were greater than the average market
price of the common shares. To include them would have been antidilutive.
8
CRAWFORD & COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
4. Comprehensive income for the Company consists of the total of net income and
foreign currency translation adjustments. Below is the calculation of
comprehensive income for the quarters ended March 31, 2004 and 2003:
- ----------------------------------------------------------------------
Quarter ended
-----------------------
March 31, March 31,
(in thousands) 2004 2003
======================================================================
Net income $2,389 $ 3,249
Foreign currency translation adjustment 3,056 4,722
------ -------
Comprehensive income $5,445 $ 7,971
====== =======
- -----------------------------------------------------------------------
5. The Company has two reportable segments, one which provides claims services
through branch offices located in the United States ("U.S. Operations") and the
other which provides similar services through branch or representative offices
located in 66 other countries ("International Operations"). The Company's
reportable segments represent components of the business for which separate
financial information is available that is evaluated regularly by the chief
decision maker in deciding how to allocate resources and in assessing
performance.
Intersegment sales are recorded at cost and are not material. The Company
measures segment profit based on operating earnings, defined as earnings before
net corporate interest and income taxes.
Financial information for the quarters ended March 31, 2004 and 2003 covering
the Company's reportable segments is presented below:
- ------------------------------------------------------------------------------------
Quarter ended
--------------------------------
March 31, March 31,
(in thousands) 2004 2003
=========================================================================
REVENUES:
U.S. $109,313 $115,073
International 60,542 52,185
-------- --------
TOTAL REVENUES BEFORE
REIMBURSEMENTS $169,855 $167,258
======== ========
OPERATING EARNINGS:
U.S. $ 2,892 $ 4,049
International 2,202 2,338
-------- --------
TOTAL OPERATING EARNINGS $ 5,094 $ 6,387
======== ========
- ------------------------------------------------------------------------------------
6. During the quarter ended March 31, 2004, the Company made additional payments
of $106,000 to the former owner of Greentree Investigations, Inc. pursuant to a
purchase agreement entered into in 2000. Additional contingent payments due
under this agreement may be made through April of 2005.
9
CRAWFORD & COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
7. The Company normally structures its acquisitions to include earnout payments,
which are contingent upon the acquired entity reaching certain revenue and
operating earnings targets. The amount of the contingent payments and length of
the earnout period varies for each acquisition, and the ultimate payments when
made will vary, as they are dependent on future events. Based on projected
levels of revenues and operating earnings, additional payments under existing
earnout agreements would approximate $2.8 million through 2008, as follows:
- --------------------------------------------------------------------------------
2004 2005 2006 2007 2008
----------------------------------------------------------------------
$165,000 $231,000 $0 $0 $2,366,000
- --------------------------------------------------------------------------------
8. The Company and its subsidiaries sponsor various defined benefit and defined
contribution retirement plans covering substantially all employees. Effective
December 31, 2002, the Company elected to freeze its U.S. defined benefit plan
and replace it with a discretionary, non-contributory defined contribution plan.
Net periodic benefit cost related to the U.S. defined benefit pension plan for
the quarters ended March 31, 2004 and 2003 included the following components:
- --------------------------------------------------------------------------
Quarter ended
--------------------------
March 31, March 31,
(in thousands) 2004 2003
==========================================================================
Interest cost $ 5,337 $ 5,383
Expected return on assets (5,960) (5,357)
Net amortization -- 334
Recognized net actuarial loss 1,386 1,980
------- -------
Net periodic benefit cost $ 763 $ 2,340
======= =======
- --------------------------------------------------------------------------
The Company is not required to make any contributions to its frozen U.S. defined
benefit pension plan during 2004.
In December 2003, a law was passed which expands Medicare, primarily by adding a
prescription drug benefit for Medicare-eligible retirees starting in 2006. The
Company anticipates that the benefits paid after 2006 will be lower as a result
of the new Medicare provision; however, the retiree medical obligations and
costs reported do not reflect the impact of this legislation. Deferring the
recognition of the new Medicare provisions' impact is permitted by Financial
Accounting Standards Board Staff Position 106-1 due to open questions about some
of the new Medicare provisions and a lack of authoritative guidance about
certain matters. The final accounting guidance could require changes to
previously reported information.
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
BUSINESS OVERVIEW
Crawford & Company provides claims management services to insurance companies,
self-insured entities and class action settlement funds. Major service lines
include workers' compensation claims administration and healthcare management
services, property and casualty claims management, class action services and
risk management information services.
Insurance companies, which represent the major source of our revenues,
customarily manage their own claims administration function but require limited
services which we provide, primarily field investigation and evaluation of
property and casualty insurance claims. Self-insured entities typically require
a broader range of services from us. In addition to field investigation and
evaluation of their claims, we may also provide initial loss reporting services
for their claimants, loss mitigation services such as medical case management
and vocational rehabilitation, risk management information services, and
administration of the trust funds established to pay their claims. Finally, we
also perform the administrative functions related to securities, product
liability, bankruptcy and other class action settlements, including identifying
and qualifying class members, determining and dispensing settlement payments,
and administering the settlement funds.
The claims management services market, both in the U.S. and internationally, is
highly competitive and comprised of a large number of companies of varying size
and scope of services. The demand from insurance companies and self-insured
entities for services provided by independent claims service firms like us is
largely dependent on industry-wide claims volumes, which are affected by the
insurance underwriting cycle, weather-related events, general economic activity,
and overall employment levels and associated injury rates.
We generally earn our revenues on an individual fee per claim basis.
Accordingly, the volume of claim referrals to us is a key driver of our
revenues. During a hard insurance underwriting market, as we have experienced
since the September 11, 2001 terrorist attacks, insurance companies become very
selective in the risks they underwrite, and insurance premiums and policy
deductibles increase, sometimes quite dramatically. This results in a reduction
in industry-wide claims volumes, which reduces claims referrals to us unless we
can offset the decline in claim referrals with growth in our share of the
overall claims services market. Our ability to grow our market share in such a
highly fragmented, competitive market is primarily dependent on the delivery of
superior quality service and effective, properly focused sales efforts.
RESULTS OF OPERATIONS
Consolidated net income was $2.4 million and $3.2 million for the quarters ended
March 31, 2004 and 2003, respectively.
Operating earnings is one of the key performance measures used by our senior
management and chief decision maker to evaluate the performance of our business
and make resource allocation decisions. We believe this measure is useful to
investors in that it allows them to evaluate our performance using the same
criteria our management uses. Operating earnings (earnings before net corporate
interest, and taxes) during the quarter ended March 31, 2004, totaled $5.1
million compared with $6.4 million in the comparable 2003 period. Following is a
reconciliation of
11
consolidated net income to operating earnings for the quarters ended March 31,
2004 and 2003 and the related margins as a percentage of revenues before
reimbursements:
- -------------------------------------------------------------------------------------------
Quarter ended
---------------------------------------------------
March 31, % March 31, %
(in thousands) 2004 Margin 2003 Margin
===========================================================================================
Net income $2,389 1.4% $3,249 1.9%
Add:
Net corporate interest 1,337 0.8 1,279 0.8
Income taxes 1,368 0.8 1,859 1.1
------ ----- ------ ---
Operating earnings $5,094 3.0% $6,387 3.8%
====== ===== ====== ===
- --------------------------------------- -------------------------------------------------
The following is a discussion and analysis of the consolidated financial
condition and results of operations of our two reportable segments: U.S.
operations and international operations. Our reportable segments represent
components of our business for which separate financial information is available
that is evaluated regularly by our chief decision maker in deciding how to
allocate resources and in assessing performance. Revenue amounts discussed
exclude reimbursements for pass-through expenses. Expense amounts discussed
exclude net corporate interest and income taxes.
Our discussion and analysis of operating expenses is comprised of two
components. Compensation and fringe benefits include all compensation, payroll
taxes, and benefits provided to our employees which, as a service company,
represents our most significant and variable expense. Expenses other than
reimbursements, compensation and fringe benefits include office rent and
occupancy costs, other office operating expenses, and depreciation. This
discussion should be read in conjunction with our unaudited condensed
consolidated financial statements and the accompanying footnotes.
12
Operating results for our U.S. and international operations for the quarters
ended March 31, 2004 and 2003 are as follows:
Quarter ended
--------------------------
March 31, March 31,
(in thousands) 2004 2003
==============================================================
REVENUES BEFORE REIMBURSEMENTS:
U.S. $109,313 $115,073
International 60,542 52,185
-------- --------
TOTAL $169,855 $167,258
COMPENSATION & FRINGE BENEFITS:
U.S. $ 69,367 $ 74,344
% of Revenues 63.5% 64.6%
International 42,420 35,493
% of Revenues 70.1% 68.0%
-------- --------
TOTAL $111,787 $109,837
% of Revenues 65.8% 65.7%
EXPENSES OTHER THAN
REIMBURSEMENTS, COMPENSATION &
FRINGE BENEFITS:
U.S. $ 37,054 $ 36,680
% of Revenues 33.9% 31.9%
International 15,920 14,354
% of Revenues 26.3% 27.5%
-------- --------
TOTAL $ 52,974 $ 51,034
% of Revenues 31.2% 30.5%
-------- --------
OPERATING EARNINGS (1):
U.S. $ 2,892 $ 4,049
% of Revenues 2.6% 3.5%
International 2,202 2,338
% of Revenues 3.6% 4.5%
-------- --------
TOTAL $ 5,094 $ 6,387
% of Revenues 3.0% 3.8%
(1) Earnings before net corporate interest and income taxes.
U.S. OPERATIONS
REVENUES
U.S. revenues before reimbursements, by market type, for the quarters ended
March 31, 2004 and 2003 are as follows:
- --------------------------------------------------------------------------------
Quarter ended
----------------------------------------
March 31, March 31,
(in thousands) 2004 2003 Variance
==========================================================================
Insurance companies $ 50,453 $ 58,651 (14.0%)
Self-insured entities 40,409 42,484 (4.9%)
Class action services 18,451 13,938 32.4%
-------- --------
TOTAL U.S. REVENUES
BEFORE REIMBURSEMENTS $109,313 $115,073 (5.0%)
======== ========
- --------------------------------------------------------------------------------
13
Revenues from insurance companies decreased 14.0% to $50.5 million for the 2004
first quarter, reflecting a continued softening in the Company's U.S. insurance
company referrals for high-frequency, low-severity claims. Revenues from
self-insured clients decreased 4.9% to $40.4 million in the quarter, due
primarily to a decline in workers' compensation claim referrals. See the
following analysis of U.S. cases received. Class action revenues, which can
fluctuate based on the timing of project awards, increased 32.4% to $18.5
million in the current quarter. This increase is primarily the result of work
performed on major projects which were awarded in late 2003.
Case Volume Analysis
U.S. unit volume, measured principally by cases received, and excluding the
impact of class action services, decreased 18.5% in the first quarter of 2004
compared to the 2003 period. This decrease was partially offset by a 9.6%
revenue increase from changes in the mix of services provided and in the rates
charged for those services, resulting in a net 8.9% decrease in U.S. revenues
for the first quarter of 2004, excluding revenues from class action services.
Our U.S. referrals for high-frequency, low-severity claims have declined during
the year resulting in an increase in our average revenue per claim. Growth in
class action services increased U.S. revenues by 3.9% in the quarter ended March
31, 2004, compared to the prior year period.
Excluding the impact of class action services, U.S. unit volume by major product
line, as measured by cases received, for the quarters ended March 31, 2004 and
2003 is as follows:
- -----------------------------------------------------------------------
Quarter ended
------------------------------------
March 31, March 31,
(whole numbers) 2004 2003 Variance
=====================================================================
Casualty 52,026 55,578 (6.4%)
Property 40,973 51,168 (19.9%)
Vehicle 33,940 49,065 (30.8%)
Workers' Compensation 39,590 48,915 (19.1%)
Other 4,688 5,383 (12.9%)
------- -------
TOTAL U.S. CASES RECEIVED 171,217 210,109 (18.5%)
======= =======
- -----------------------------------------------------------------------
Our decline in workers' compensation claim referrals has been primarily due to
declines in U.S. employment levels and associated injury rates. The decline in
property and vehicle claims for the quarter is due to a decline in referrals of
high-frequency, low-severity claims from our insurance company clients.
Conservative underwriting by insurance companies, including significant
increases in policy deductibles, has contributed to an industry-wide decline in
property and casualty claims frequency. The decline in casualty claims is
primarily due to a reduction in claims referred by our existing client base.
COMPENSATION AND FRINGE BENEFITS
Our most significant expense is the compensation of employees, including related
payroll taxes and fringe benefits. U.S. compensation expense as a percent of
revenues decreased to 63.5% in the first quarter of 2004 as compared to 64.6% in
the 2003 quarter. In response to the ongoing decline in U.S. claims volume, we
have reduced our level of U.S. full-time equivalent employees by nearly 14% as
compared to employment levels through the 2003 first quarter. There were an
average of 4,190 full-time equivalent employees in the first quarter of 2004,
compared to an average of 4,852 in the 2003 period.
14
U.S. salaries and wages totaled $55.2 million for the quarter ended March 31,
2004, decreasing 7.9% from $59.8 million in the comparable 2003 period. Payroll
taxes and fringe benefits for U.S. operations totaled $14.2 million in the first
quarter of 2004, decreasing 1.9% from 2003 costs of $14.5 million during the
period. These decreases reflect the reduction in full-time equivalent employees
during the current quarter.
EXPENSES OTHER THAN REIMBURSEMENTS, COMPENSATION AND FRINGE BENEFITS
U.S. expenses other than reimbursements, compensation and related payroll taxes
and fringe benefits were 33.9% of revenues for the quarter ended March 31, 2004,
up from 31.9% for the same period in 2003. This increase primarily relates to
higher professional fees associated with growth in our class action services
unit.
REIMBURSEMENTS
Reimbursements in our U.S. operations remained constant at $8.8 million for the
quarters ended March 31, 2004 and 2003.
INTERNATIONAL OPERATIONS
REVENUES
Substantially all international revenues are derived from the insurance company
market. Revenues before reimbursements from our international operations
increased 16.0%, from $52.2 million in the first quarter of 2003 to $60.5
million in the first quarter of 2004. Excluding the impact of acquisitions,
international unit volume, measured principally by cases received, increased
1.0% in the first quarter of 2004 compared to the same period in 2003. Revenues
reflect a 14.0% increase during the three months ended March 31, 2004, due to
the positive effect of a weak U.S. dollar, primarily as compared to the British
pound and the euro.
Excluding the impact of acquisitions, international unit volume by region for
the quarters ended March 31, 2004 and 2003 was as follows:
- --------------------------------------------------------------------------------
Quarter ended
------------------------------------
March 31, March 31,
(whole numbers) 2004 2003 Variance
===============================================================================
United Kingdom 24,372 22,644 7.6%
Americas 28,135 30,619 (8.1%)
CEMEA 21,042 19,664 7.0%
Asia/Pacific 9,838 9,662 1.8%
------ ------
TOTAL INTERNATIONAL
CASES RECEIVED 83,387 82,589 1.0%
====== ======
15
The decrease in the Americas is primarily due to the receipt of approximately
1,900 low-value property claims in Brazil during the 2003 first quarter. There
was no such intake of claims in the 2004 period. The increase in Continental
Europe, Middle East, & Africa ("CEMEA") is largely due to an increase in high-
frequency, low-value claims in South Africa. The increase in Asia/Pacific is
primarily due to an increase in new business in Australia. The increase in the
United Kingdom (U.K.) is largely due to an increase in claims received from new
contracts entered into in late 2003.
COMPENSATION AND FRINGE BENEFITS
As a percent of revenues, compensation expense, including related payroll taxes
and fringe benefits, increased to 70.1% for the quarter ended March 31, 2004
from 68.0% for the same period in 2003, primarily due to lower than expected
claims volume in the Americas. There were an average of 3,092 full-time
equivalent employees in the first quarter of 2004 compared to an average of
3,112 in the 2003 period.
Salaries and wages of international personnel increased to $35.4 million for the
quarter ended March 31, 2004, from $29.8 million in the comparable 2003 period.
Payroll taxes and fringe benefits for international operations totaled $7.0
million for the quarter ended March 31, 2004, compared to $5.7 million for the
same period in 2003. The increases in these costs are largely the result of a
decline in the value of the U.S. dollar against other major currencies,
primarily the British Pound and the euro.
EXPENSES OTHER THAN REIMBURSEMENTS, COMPENSATION AND FRINGE BENEFITS
Expenses other than compensation and related payroll taxes and fringe benefits
were 26.3% of international revenues for the quarter ended March 31, 2004,
compared to 27.5% for the same period in 2003.
REIMBURSEMENTS
Reimbursements in our international operations increased to $6.1 million for the
quarter ended March 31, 2004, from $5.9 million in the comparable 2003 period.
This increase is due to the effect of a weaker U.S. dollar, partially offset by
a decrease in the use of outside experts in the Americas and CEMEA.
NET CORPORATE INTEREST AND INCOME TAXES
Net corporate interest was substantially unchanged at $1.3 million for the
quarters ended March 31, 2004 and 2003.
Our effective tax rate was 36.4% of pretax income for the quarters ended March
31, 2004 and 2003. Taxes on income totaled $1.4 million for the quarter ended
March 31, 2004, as compared to $1.9 million for the comparable 2003 period.
16
LIQUIDITY, CAPITAL RESOURCES, AND FINANCIAL CONDITION
At March 31, 2004, current assets exceeded current liabilities by approximately
$111.5 million, a decrease of $2.2 million from the working capital balance at
December 31, 2003. Cash and cash equivalents at March 31, 2004 totaled $31.1
million, a decrease of $10.5 million from the balance at December 31, 2003. Cash
used in operations during the period totaled $8.0 million, which was used to
fund growth in our class action services and U.K. operations and a $6.1 million
annual contribution to our U.S. defined contribution pension plan. Other
significant uses of cash during the period included dividends paid to
shareholders, investments in computer software, and acquisitions of property and
equipment.
Cash dividends to shareholders approximated 122.4% of net income in the first
quarter of 2004, compared to 89.8% for the same period in 2003. The Board of
Directors declares cash dividends to shareholders each quarter based on an
assessment of current and projected earnings and cash flows.
During the first quarter of 2004, we did not repurchase any Class A or Class B
Common Stock. As of March 31, 2004, 705,863 shares are eligible to be
repurchased under the discretionary 1999 share repurchase program authorized by
the Board of Directors. We believe it is unlikely that we will repurchase shares
under this program in the foreseeable future due to the decline in the funded
status of our defined benefit pension plans.
We maintain committed revolving credit lines with banks in order to meet
seasonal working capital requirements and other financing needs that may arise.
Our short-term debt obligations typically peak during the first quarter and
generally decline during the balance of the year. The balance of unused lines of
credit totaled $21.6 million at March 31, 2004. Short-term borrowings
outstanding, including bank overdraft facilities, as of March 31, 2004 totaled
$51.0 million, increasing from $43.0 million at December 31, 2003. Long-term
borrowings outstanding, excluding current installments, as of March 31, 2004
totaled $51.1 million compared to $50.7 million at December 31, 2003. Please
refer to the debt covenants discussion under the Factors that May Affect Future
Results section of this report for a further discussion of our borrowing
capabilities. We believe that our current financial resources, together with
funds generated from operations and existing and potential borrowing
capabilities, will be sufficient to maintain our current operations.
We do not engage in any hedging activities to compensate for the effect of
exchange rate fluctuations on the operating results of our foreign subsidiaries.
Foreign currency denominated debt is maintained primarily to hedge the currency
exposure of our net investment in foreign operations.
Shareholders' investment at March 31, 2004 was $175.1 million, compared with
$172.6 million at December 31, 2003. This increase is primarily due to foreign
currency translation adjustments during the first quarter of 2004.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Management's Discussion and Analysis of Financial Condition and Results of
Operations discusses our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the U.S.
The preparation of these financial statements requires management to make
estimates and assumptions that affect the reported
17
amounts of assets and liabilities, the 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. On an ongoing basis,
management evaluates these estimates and judgements based upon historical
experience and on various other factors that are believed to be reasonable under
the circumstances. The results of these evaluations form the basis for making
judgements about the carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.
For a complete discussion regarding the application of our critical accounting
policies, see our Form 10-K for the year ended December 31, 2003 filed with the
Securities and Exchange Commission, under the heading "Critical Accounting
Policies and Estimates" in the "Management's Discussion and Analysis of
Financial Condition and Results of Operations" section.
FACTORS THAT MAY AFFECT FUTURE RESULTS
FORWARD LOOKING STATEMENTS
Certain information presented in Management's Discussion and Analysis of
Financial Condition and Results of Operations may include forward-looking
statements, the accuracy of which is subject to a number of risks, uncertainties
and assumptions. Our Form 10-K for the year ended December 31, 2003, discusses
such risks, uncertainties and assumptions and other key factors that could cause
actual results to differ materially from those expressed in such forward-looking
statements.
LEGAL PROCEEDINGS
In the normal course of the claims administration services business, we are
named as a defendant in suits by insureds or claimants contesting decisions made
by us or our clients with respect to the settlement of claims. Additionally, our
clients have brought actions for indemnification on the basis of alleged
negligence on our part, our agents, or our employees in rendering service to
clients. The majority of these claims are of the type covered by insurance that
we maintain; however, we are self-insured for the deductibles under various
insurance coverages. In our opinion, adequate reserves have been provided for
such self-insured risks.
We have received two related federal grand jury subpoenas which we understand
have been issued as part of a possible conflicts of interest investigation
involving a public entity client of our Melville, New York office for Risk
Management Services and Healthcare Management. We have completed our responses
to both of these subpoenas. For a complete discussion regarding legal
proceedings, see our Form 10-K for the year ended December 31, 2003 filed with
the Securities and Exchange Commission, under the heading "Factors that May
Affect Future Results" in the "Management's Discussion and Analysis of Financial
Condition and Results of Operations" section.
CONTINGENT PAYMENTS
We normally structure acquisitions to include earnout payments, which are
contingent upon the acquired entity reaching certain revenue and operating
earnings targets. The amount of the contingent payments and length of the
earnout period varies for each acquisition, and the ultimate payments when made
will vary, as they are dependent on future events. Based on
18
projected levels of revenues and operating earnings, additional payments under
existing earnout agreements would approximate $2.8 million through 2008, as
follows: 2004 - $165,000; 2005 - $231,000; and 2008 - $2,366,000.
We maintain letters of credit to satisfy certain contractual requirements. At
March 31, 2004, there was $11.1 million committed under these letters of credit.
POSTRETIREMENT MEDICAL BENEFITS
In December 2003, a law was passed which expands Medicare, primarily by adding a
prescription drug benefit for Medicare-eligible retirees starting in 2006. We
anticipate that the benefits we pay after 2006 will be lower as a result of the
new Medicare provision; however, the retiree medical obligations and costs
reported do not reflect the impact of this legislation. Deferring the
recognition of the new Medicare provisions' impact is permitted by Financial
Accounting Standards Board Staff Position 106-1 due to open questions about some
of the new Medicare provisions and a lack of authoritative guidance about
certain matters. The final accounting guidance could require changes to
previously reported information.
DEBT COVENANTS
In October 2003, we entered into a committed $70.0 million revolving credit line
and issued $50.0 million in 6.08% senior notes due October 2010. As of March 31,
2004, there was $37.3 million outstanding on the revolving credit line with an
average variable interest rate of 5.0%. In addition, letters of credit of $11.1
million were also outstanding under this revolving credit line. The stock of
Crawford & Company International, Inc. is pledged as security under these
agreements and the Company's domestic subsidiaries have guaranteed the Company's
obligations under these agreements.
Both of these agreements contain various provisions which require us to maintain
defined leverage ratios, fixed charge coverage ratios, and minimum net worth
thresholds. We must maintain, on a rolling four quarter basis, a leverage ratio
of consolidated debt to earnings before interest, income taxes, depreciation,
amortization, certain non-recurring charges, and the capitalization of
internally developed software costs ("EBITDA") of no more than 2.75 times
EBITDA. This ratio is reduced to a maximum allowable of 2.50 times EBITDA at
September 30, 2004 and 2.25 times EBITDA at September 30, 2005 and thereafter.
We must also maintain a fixed charge coverage ratio of EBITDA less depreciation
and amortization plus lease expense ("EBITR") to total fixed charges, consisting
of interest expense and lease expense, of no less than 1.25 times fixed charges.
This ratio is increased to a minimum allowable of 1.50 times fixed charges at
September 30, 2004 and thereafter. Additionally, we are required to maintain a
minimum net worth equal to $135,516,350 plus 50% of our cumulative positive
consolidated net income earned after December 31, 2002 plus 100% of the net
proceeds from any equity offering subject to certain terms and conditions. For
purposes of determining minimum net worth, any non-cash adjustments after
December 31, 2002 related to our pension fund liabilities, goodwill, or foreign
translations are excluded. We were in compliance with these debt covenants as of
March 31, 2004. If we were not to meet the covenant requirements, both
agreements are subject to being called or renegotiated. Any such renegotiations
could result in less favorable terms, including higher interest rates and
accelerated payments.
19
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK
DERIVATIVES
We have not entered into any transactions using derivative financial instruments
or derivative commodity instruments during the quarter ended March 31, 2004.
FOREIGN CURRENCY EXCHANGE
Our international operations expose us to foreign currency exchange rate changes
that could impact translations of foreign-denominated assets and liabilities
into U.S. dollars and future earnings and cash flows from transactions
denominated in different currencies. Revenues from our international operations
were 35.6% and 31.2% of total revenues at March 31, 2004 and 2003, respectively.
Except for borrowing in foreign currencies, we do not presently engage in any
hedging activities to compensate for the effect of exchange rate fluctuations on
the net assets or operating results of our foreign subsidiaries.
We measure currency earnings risk related to our international operations based
on changes in foreign currency rates using a sensitivity analysis. The
sensitivity analysis measures the potential loss in earnings based on a
hypothetical 10% change in currency exchange rates. Exchange rates and currency
positions as of March 31, 2004 were used to perform the sensitivity analysis.
Such analysis indicates that a hypothetical 10% change in foreign currency
exchange rates would have decreased pretax income by approximately $166,000, or
less than $0.01 per share, during the first three months of 2004, had the U.S.
dollar exchange rate increased relative to the currencies with which we had
exposure.
INTEREST RATES
We are exposed to interest rate fluctuations on certain variable rate
borrowings. Depending on general economic conditions, we use variable rate debt
for short-term borrowings and fixed rate debt for long-term borrowings. At March
31, 2004, we had $51.0 million in short-term loans outstanding, including bank
overdraft facilities, with an average variable interest rate of 4.9%. If the
average interest rate were to change by 1%, the impact to pretax income for the
three months ended March 31, 2004 would be approximately $127,000, or less than
$0.01 per share.
Changes in the projected benefit obligations of our defined benefit pension
plans are largely dependent on changes in prevailing interest rates as of the
measurement dates we use to value these obligations under SFAS 87. If our
assumption for the discount rate were to change by 0.25%, representing either an
increase or decrease in the rate, the projected benefit obligation of our frozen
U.S. defined benefit plan would change by approximately $10.8 million. The
impact of this change to pretax income for the quarter ended March 31, 2004
would have been approximately $281,000, or less than $0.01 per share.
CREDIT RISK
We process payments for claims settlements, primarily on behalf of our
self-insured clients. The liability for the settlement cost of claims processed,
which is generally pre-funded, remains with the client. Accordingly, we do not
incur significant credit risk in the performance of these services.
20
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
As of the end of the period covered by this report, we have evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures. This evaluation was carried out under the supervision and with the
participation of our management, including our chief executive officer and chief
financial officer. Based on this evaluation, the chief executive officer and
chief financial officer have concluded that the design and operation of our
disclosure controls and procedures are effective.
CHANGES IN INTERNAL CONTROLS
There have been no significant changes in our internal controls over financial
reporting during the period covered by this report that materially affected, or
are reasonably likely to materially affect, our internal control over financial
reporting.
21
REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholders and Board of Directors of
Crawford & Company:
We have reviewed the accompanying condensed consolidated balance sheet of
CRAWFORD & COMPANY (a Georgia corporation) as of March 31, 2004 and 2003, and
the related condensed consolidated statements of income and cash flows for the
three-month periods ended March 31, 2004 and 2003. These financial statements
are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data, and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with auditing standards generally accepted in the United States, which will be
performed for the full year with the objective of expressing an opinion
regarding the financial statements taken as a whole. Accordingly, we do not
express such an opinion.
Based on our reviews, we are not aware of any material modifications that should
be made to the accompanying condensed consolidated financial statements,
referred to above, for them to be in conformity with accounting principles
generally accepted in the United States.
We have previously audited, in accordance with auditing standards generally
accepted in the United States, the consolidated balance sheet of CRAWFORD &
COMPANY as of December 31, 2003, and the related consolidated statements of
income and cash flows for the year then ended (not presented herein) and in our
report dated February 2, 2004, we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the information set forth in
the accompanying consolidated condensed balance sheet as of December 31, 2003,
is fairly stated, in all material respects, in relation to the consolidated
balance sheet from which it has been derived.
/s/ Ernst & Young LLP
Atlanta, Georgia
April 27, 2004
22
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We have received two related federal grand jury subpoenas which we understand
have been issued as part of a possible conflicts of interest investigation
involving a public entity client of our Melville, New York office for Risk
Management Services and Healthcare Management. We have completed our responses
to both of these subpoenas. For a complete discussion regarding legal
proceedings, see our Form 10-K for the year ended December 31, 2003 filed with
the Securities and Exchange Commission, under the heading "Factors that May
Affect Future Results" in the "Management's Discussion and Analysis of Financial
Condition and Results of Operations" section.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
3.1 Amendment to the By-Laws
15.1 Letter from Ernst & Young
31.1 Certification of principal executive officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of principal financial officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of principal executive officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
32.2 Certification of principal financial officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K:
Current Report on Form 8-K dated February 2, 2004 containing a
copy of the Registrant's press release dated February 2, 2004
titled "Crawford Reports Fourth Quarter 2003 Financial Results."
23
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CRAWFORD & COMPANY
(Registrant)
Date: May 10, 2004 /s/ Marshall G. Long
---------------------------------
Marshall G. Long
Chief Executive Officer
(Principal Executive Officer)
Date: May 10, 2004 /s/ John F. Giblin
---------------------------------
John F. Giblin
Executive Vice President - Finance
(Principal Financial Officer)
Date: May 10, 2004 /s/ W. Bruce Swain
---------------------------------
W. Bruce Swain
Senior Vice President and Controller
(Principal Accounting Officer)
24
INDEX TO EXHIBITS
Exhibit No. Description Sequential Page No.
3.1 Amendment to the By-Laws 26
15.1 Letter from Ernst & Young LLP 35
31.1 Certification of principal executive officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 36
31.2 Certification of principal financial officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002 37
32.1 Certification of principal executive officer pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 38
32.2 Certification of principal financial officer pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 39
25