EX-99.3 4 exhibit993063016.htm EXHIBIT 99.3 Exhibit


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



CRAWFORD & COMPANY
RESULTS OF OPERATIONS BY QUARTER (UNAUDITED)
Revised for Realignment of Reportable Segments
 
 
 
 
 
 
 
 
 
 
2015 Quarterly Period
First
 
Second
 
Third
 
Fourth
 
Full Year
 
(Dollars in thousands, except per share amounts)
Revenues Before Reimbursements:
 

 
 

 
 

 
 

 
 

U.S. Services
$
56,705

 
$
66,898

 
$
62,080

 
$
56,805

 
$
242,488

International
124,025

 
129,483

 
128,198

 
124,944

 
506,650

Broadspire
69,672

 
73,693

 
74,225

 
75,442

 
293,032

Garden City Group
37,375

 
34,324

 
28,832

 
27,684

 
128,215

Total, before reimbursements
287,777

 
304,398

 
293,335

 
284,875

 
1,170,385

Reimbursements
18,839

 
20,018

 
16,649

 
15,629

 
71,135

Total Revenues
$
306,616

 
$
324,416

 
$
309,984

 
$
300,504

 
$
1,241,520

Direct Compensation, Fringe Benefits & Non-Employee Labor:
 

 
 

 
 

 
 

 
 

U.S. Services
$
37,846

 
$
40,155

 
$
36,746

 
$
34,995

 
$
149,742

% of related revenues before reimbursements
66.7
%
 
60.0
%
 
59.2
%
 
61.6
%
 
61.8
%
International
85,894

 
88,116

 
82,836

 
80,279

 
337,125

% of related revenues before reimbursements
69.3
%
 
68.1
%
 
64.6
%
 
64.3
%
 
66.5
%
Broadspire
39,524

 
39,595

 
39,144

 
40,906

 
159,169

% of related revenues before reimbursements
56.7
%
 
53.7
%
 
52.7
%
 
54.2
%
 
54.3
%
Garden City Group
25,402

 
23,923

 
21,448

 
19,590

 
90,363

% of related revenues before reimbursements
68.0
%
 
69.7
%
 
74.4
%
 
70.8
%
 
70.5
%
Total
$
188,666

 
$
191,789

 
$
180,174

 
$
175,770

 
$
736,399

% of Revenues before reimbursements
65.6
%
 
63.0
%
 
61.4
%
 
61.7
%
 
62.9
%
Expenses Other than Direct Compensation, Fringe
 

 
 

 
 

 
 

 
 

Benefits & Non-Employee Labor:
 

 
 

 
 

 
 

 
 

U.S. Services
$
14,698

 
$
16,908

 
$
14,493

 
$
13,945

 
$
60,044

% of related revenues before reimbursements
26.0
%
 
25.3
%
 
23.3
%
 
24.6
%
 
24.7
%
International
35,788

 
40,200

 
37,388

 
37,350

 
150,726

% of related revenues before reimbursements
28.8
%
 
31.0
%
 
29.2
%
 
29.8
%
 
29.8
%
Broadspire
26,605

 
28,095

 
27,646

 
27,500

 
109,846

% of related revenues before reimbursements
38.2
%
 
38.2
%
 
37.3
%
 
36.5
%
 
37.5
%
Garden City Group
7,022

 
6,680

 
6,243

 
6,400

 
26,345

% of related revenues before reimbursements
18.8
%
 
19.5
%
 
21.6
%
 
23.1
%
 
20.5
%
Total, before reimbursements
84,113

 
91,883

 
85,770

 
85,195

 
346,961

% of Revenues before reimbursements
29.2
%
 
30.2
%
 
29.2
%
 
29.9
%
 
29.6
%
Reimbursements
18,839

 
20,018

 
16,649

 
15,629

 
71,135

Total
$
102,952

 
$
111,901

 
$
102,419

 
$
100,824

 
$
418,096

% of Revenues
33.6
%
 
34.5
%
 
33.0
%
 
33.6
%
 
33.7
%
Segment Operating Earnings (Loss):
 

 
 

 
 

 
 

 
 

U.S. Services
$
4,161

 
$
9,835

 
$
10,841

 
$
7,865

 
$
32,702

% of related revenues before reimbursements
7.3
%
 
14.7
%
 
17.5
%
 
13.8
%
 
13.5
%
International
2,343

 
1,167

 
7,974

 
7,315

 
18,799

% of related revenues before reimbursements
1.9
%
 
0.9
%
 
6.2
%
 
5.9
%
 
3.7
%
Broadspire
3,543

 
6,003

 
7,435

 
7,036

 
24,017

% of related revenues before reimbursements
5.1
%
 
8.1
%
 
10.0
%
 
9.3
%
 
8.2
%
Garden City Group
4,951

 
3,721

 
1,141

 
1,694

 
11,507

% of related revenues before reimbursements
13.2
%
 
10.8
%
 
4.0
%
 
6.1
%
 
9.0
%
Deduct:
 

 
 

 
 

 
 

 
 

Unallocated corporate and shared costs
(4,302
)
 
(3,043
)
 
(4,303
)
 
(4,957
)
 
(16,605
)
Net corporate interest expense
(1,864
)
 
(2,042
)
 
(2,332
)
 
(2,145
)
 
(8,383
)
Stock option expense
(149
)
 
(178
)
 
(30
)
 
(76
)
 
(433
)
Amortization of customer-relationship intangible assets
(2,098
)
 
(2,334
)
 
(2,350
)
 
(2,886
)
 
(9,668
)
Goodwill impairment charges

 

 

 
(49,314
)
 
(49,314
)
Restructuring and special charges
(1,063
)
 
(4,242
)
 
(11,078
)
 
(18,012
)
 
(34,395
)
Pretax Income (Loss)
5,522

 
8,887

 
7,298

 
(53,480
)
 
(31,773
)
Income tax (expense) benefit
(2,241
)
 
(4,709
)
 
(8,385
)
 
1,503

 
(13,832
)
Net Income (Loss)
3,281

 
4,178

 
(1,087
)
 
(51,977
)
 
(45,605
)
Net (income) loss attributable to noncontrolling interests
(295
)
 
(124
)
 
230

 
306

 
117

Net Income (Loss) Attributable to Shareholders of Crawford & Company
$
2,986

 
$
4,054

 
$
(857
)
 
$
(51,671
)
 
$
(45,488
)

Page 1 of 3



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



Non-GAAP Presentation

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

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

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

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

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


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



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

Adjusted EBITDA

The table below shows our adjusted EBITDA, along with the reconciliation of net income (loss) attributable to shareholders of Crawford & Company on a GAAP basis to adjusted EBITDA, for each quarter of 2015 (in thousands):
 
 
 
2015 Quarterly Period
First
Second
Third
Fourth
Full Year
Net income (loss) attributable to shareholders of Crawford & Company
$
2,986

$
4,054

$
(857
)
$
(51,671
)
$
(45,488
)
Add:
 
 
 
 
 
Depreciation and amortization
10,815

10,592

10,812

11,279

43,498

Stock-based compensation
404

876

1,089

860

3,229

Net corporate interest expense
1,864

2,042

2,332

2,145

8,383

Goodwill impairment charges



49,314

49,314

Restructuring and special charges
1,063

4,242

11,078

18,012

34,395

Income taxes
2,241

4,709

8,385

(1,503
)
13,832

Adjusted EBITDA
$
19,373

$
26,515

$
32,839

$
28,436

$
107,163

 
 
 
 
 
 


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