UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation)
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(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Act of 1934.
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Item 2.02. Results of Operations and Financial Condition
On March 6, 2023, Crawford & Company (the "Company") issued a press release containing information about the Company's financial results for the fourth quarter 2022. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by this reference.
Item 7.01. Regulation FD Disclosure
The Company has made available on the Company's website at https://ir.crawco.com a presentation designed to enhance the information presented at its quarterly earnings conference call on Tuesday, March 7, 2023 at 8:30 a.m. Eastern Time. A copy of the presentation is attached hereto as Exhibit 99.2 and is incorporated herein by this reference.
Item 9.01. Financial Statements and Exhibits
(d) The following exhibits are being filed herewith:
Exhibit No. |
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Description |
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99.1 |
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99.2 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
The information contained in this current report on Form 8-K and in the accompanying exhibits shall not be incorporated by reference into any filing of the Company with the SEC, whether made before or after the date hereof, regardless of any general incorporation by reference language in such filing, unless expressly incorporated by specific reference to such filing. The information, including the exhibits hereto, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.
2
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CRAWFORD & COMPANY |
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(Registrant) |
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By: |
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/s/ W. BRUCE SWAIN |
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W. Bruce Swain |
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Executive Vice President - |
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Chief Financial Officer |
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Dated: March 6, 2023 |
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3
Exhibit 99.1
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Crawford & Company®
5335 Triangle Parkway
Peachtree Corners, GA 30092
FOR IMMEDIATE RELEASE
CRAWFORD & COMPANY REPORTS 2022 FOURTH QUARTER AND FULL YEAR RESULTS
RECORD REVENUES FOR QUARTER AND YEAR
ATLANTA, (March 6, 2023) -- Crawford & Company® (NYSE: CRD-A and CRD-B) today announced its financial results for the fourth quarter ended December 31, 2022.
The Company’s two classes of stock are substantially identical, except with respect to voting rights and the Company’s ability to pay greater cash dividends on the non-voting Class A Common Stock (CRD-A) than on the voting Class B Common Stock (CRD-B), subject to certain limitations. In addition, with respect to mergers or similar transactions, holders of CRD-A must receive the same type and amount of consideration as holders of CRD-B, unless different consideration is approved by the holders of 75% of CRD-A, voting as a class.
GAAP Consolidated Results
Fourth Quarter 2022
Non-GAAP Consolidated Results
Fourth Quarter 2022
Non-GAAP consolidated results for the fourth quarter of 2022 exclude the non-cash, after-tax amortization of intangible assets of $1.5 million, income tax reserves of $11.8 million on certain international tax assets, the income tax impact of the third quarter 2022 goodwill impairment of $12.4 million, as explained further on page 4, and the contingent earnout adjustment benefit of $(0.2) million. Non-GAAP consolidated results for 2021 exclude an adjustment for amortization of intangible assets of $2.0 million.
GAAP Consolidated Results
Full Year 2022
Non-GAAP Consolidated Results
Full Year 2022
Non-GAAP consolidated results for 2022 exclude the non-cash, after-tax adjustments for goodwill impairment of $33.3 million, income tax reserves of $11.8 million on certain international tax assets, amortization of intangible assets of $5.9 million and the contingent earnout adjustment of $2.2 million. Non-GAAP consolidated results for 2021 exclude an adjustment for amortization of intangible assets of $8.3 million.
Management Comments
“Crawford ended 2022 with a quarter and full year of record-breaking revenues, highlighting the strength of our technology and people-focused strategy,” commented Mr. Rohit Verma, chief executive officer of Crawford & Company. “In Platform Solutions and North America Loss Adjusting, we achieved double digit revenue growth and expanded margins in the quarter, driven by the strategic investments we are making in the business. I am especially thankful to our teams that worked against all odds to deliver for our customers during Hurricane Ian, Winter Storm Elliott, the floods in Australia and the winter freeze in the UK. It is times like these that our work is even more meaningful. Broadspire delivered another quarter of solid top-line growth with healthy new business wins and pricing momentum. Our International business remains challenged, however, we have taken specific actions to turn the business around in 2023 and expect to see meaningful improvement in the first half of the year.”
“We are encouraged by the robust growth trajectory going into 2023 and remain focused on ensuring that we deliver on earnings growth and return to healthy margins across the business. We look forward to another successful year ahead; fulfilling our purpose to restore lives, businesses and communities and creating further value for our shareholders,” concluded Mr. Verma.
2
Segment Results for the Fourth Quarter and Full Year
North America Loss Adjusting
North America Loss Adjusting revenues before reimbursements were $77.7 million in the fourth quarter of 2022, increasing 16.1% from $66.9 million in the fourth quarter of 2021.
The segment had operating earnings of $8.9 million in the 2022 fourth quarter, increasing from $3.2 million in the fourth quarter of 2021. The operating margin was 11.5% in the 2022 quarter and 4.8% in the 2021 quarter.
North America Loss Adjusting revenues before reimbursements were $274.8 million in 2022, increasing 12.7% from $243.8 million in 2021, including $9.2 million from the edjuster, Inc. acquisition.
The segment had operating earnings of $19.4 million in 2022, increasing from $15.0 million in 2021. The operating margin was 7.1% in 2022 and 6.2% in 2021.
International Operations
International Operations revenues before reimbursements were $88.4 million in the fourth quarter of 2022, up 0.1% from $88.3 million in the fourth quarter of 2021, including $1.3 million from the BosBoon and Van Dijk acquisitions. Absent foreign exchange rate decreases of $12.8 million, revenues would have been $101.2 million for the fourth quarter of 2022.
Operating losses were $(5.6) million in the 2022 fourth quarter, including $4.1 million in severance as a result of cost reduction activities, decreasing from earnings of $1.5 million in the 2021 period. The segment’s operating margin for the 2022 quarter was (6.4)% as compared with 1.7% in the 2021 quarter.
International Operations revenues before reimbursements were $357.5 million in 2022, down 0.1% from $357.9 million in 2021, including $4.8 million from the BosBoon and Van Dijk acquisitions. Absent foreign exchange rate decreases of $31.0 million, revenues would have been $388.4 million in 2022.
Operating losses were $(13.3) million in 2022, decreasing from earnings of $4.9 million in 2021. The segment’s operating margin for the 2022 quarter was (3.7)% as compared with 1.4% in the 2021 quarter.
Broadspire
Broadspire segment revenues before reimbursements were $78.6 million in the 2022 fourth quarter, increasing 4.7% from $75.1 million in the 2021 fourth quarter.
Broadspire recorded operating earnings of $6.7 million in the fourth quarter of 2022, representing an operating margin of 8.6%, increasing from $4.5 million, or 6.0% of revenues, in the 2021 fourth quarter.
Broadspire segment revenues before reimbursements were $313.6 million in 2022, increasing 4.2% from $301.0 million in 2021.
Broadspire recorded operating earnings of $27.0 million in 2022, representing an operating margin of 8.6%, increasing from $24.8 million, or 8.2% of revenues, in 2021.
Platform Solutions
Platform Solutions revenues before reimbursements were $77.4 million in the fourth quarter of 2022, up 23.7% from $62.6 million in the same period of 2021, including $1.7 million from the Praxis Consulting acquisition.
Operating earnings were $13.0 million in the 2022 fourth quarter, increasing over the $9.2 million in the 2021 period. The segment’s operating margin for the 2022 quarter was 16.8% as compared with 14.7% in the 2021 quarter.
Platform Solutions revenues before reimbursements were $243.7 million in 2022, up 22.3% from $199.3 million in 2021, including $17.0 million from the Praxis Consulting acquisition.
Operating earnings were $35.7 million in 2022, increasing over the $32.0 million in the 2021 period. The segment’s operating margin for 2022 was 14.7% as compared with 16.1% in 2021.
3
Unallocated Corporate and Shared Costs and Credits, Net
Unallocated corporate credits were $0.3 million in the fourth quarter of 2022, compared with costs of $9.4 million in the same period of 2021. The decrease in the fourth quarter was due to a $3.6 million reduction in incentive compensation and a $6.1 million reduction in professional fees and other unallocated expenses.
Unallocated corporate costs were $5.5 million in 2022, compared with $14.3 million in 2021. The decrease for 2022 was due to a $1.8 million gain on sale of our Canadian head office building in Kitchener Ontario, a $1.8 million reduction in self-insurance expense, a $4.2 million reduction in incentive compensation, and a $4.2 million decrease in professional fees and other unallocated costs, partially offset by the absence of a $3.2 million CEWS benefit which was present in 2021.
Goodwill Impairment
The Company recognized a $36.8 million pre-tax non-cash goodwill impairment in the third quarter of 2022. This impairment reduced the carrying value of North American Loss Adjusting and Platform Solutions goodwill by $3.4 million and $10.7 million, respectively. The Company's International Operations goodwill was fully impaired with a charge of $22.7 million. This charge was partially offset by a $15.9 million reduction in income tax expense during the third quarter.
During the fourth quarter, the income tax benefit of the impairment normalized due to the non-discrete income tax treatment, which resulted in a reduction of the income tax benefit of $12.4 million, or $0.25 per share for the fourth quarter. For the year, the after tax impact of the goodwill impairment was $33.3 million, or $0.67 per share for 2022.
Other Matters
The Company recognized no benefit from CEWS in 2022 or in the 2021 fourth quarter. CEWS benefits totaled $5.9 million for 2021, recorded between North America Loss Adjusting and Unallocated Corporate Costs.
During the 2022 fourth quarter, the Company recognized an $11.8 million income tax reserve, or $0.24 per share, primarily related to previously benefitted tax losses in certain international jurisdictions. These tax assets currently do not expire and are available for future use depending on the profitability of those jurisdictions.
In addition, the Company recognized a pretax contingent earnout credit totaling ($0.3) million in the 2022 fourth quarter and $2.9 million expense for the year, related to the fair value adjustment of earnout liabilities arising from recent acquisitions. This adjustment, which is not a component of operating earnings, is based on changes to projections of acquired entities over the respective earnout periods, which span multiple years.
Balance Sheet and Cash Flow
The Company’s consolidated cash and cash equivalents position as of December 31, 2022, totaled $46.0 million, compared with $53.2 million at December 31, 2021. The Company’s total debt outstanding as of December 31, 2022, totaled $238.9 million, compared with $175.0 million at December 31, 2021.
The Company’s operations provided $27.6 million of cash during 2022, compared with $54.3 million provided in 2021. The decrease in cash provided by operating activities was primarily due to a $19.4 million increase in the change in billed and unbilled accounts receivables, $14.0 million related to incentive compensation, and a $7.9 million decrease in CEWS payments, partially offset by a $9.1 million reduction in defined benefit pension contributions and $5.5 million related to timing of other payments.
The Company made no contributions to its U.S. defined benefit pension plan and $0.6 million in contributions to its U.K. plans for 2022, compared with $9.0 million in contributions to the U.S. plan and $0.7 million to the U.K. plans in 2021.
During 2022, the Company repurchased 2,656,474 shares of CRD-A and 963,472 shares of CRD-B at an average per share cost of $7.41 and $7.32, respectively. The total cost of share repurchases during 2022 was $26.7 million. There were no shares repurchased during the 2022 fourth quarter.
4
Conference Call
As previously announced, Crawford & Company will host a conference call on March 7, 2023 at 8:30 a.m. Eastern Time to discuss its fourth quarter and full year 2022 results. The conference call can be accessed live by dialing 1-888-396-8049 and using Conference ID 47567314. A presentation for tomorrow’s call can also be found on the investor relations portion of the Company’s website, https://ir.crawco.com. The call will be recorded and available for replay through April 7, 2023. You may dial 1-877-674-7070 and use passcode 567314# to listen to the replay.
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 U.S. generally accepted accounting principles (“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 the foregoing discussion and analysis of segment 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 from the face of the accompanying unaudited condensed consolidated statements of operations.
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. Unlike net income, segment operating earnings is not a standard performance measure found in GAAP. 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, goodwill impairment, amortization of customer-relationship intangible assets, contingent earnout adjustments, reserves on certain income tax assets, income taxes and net income or loss attributable to noncontrolling interests.
Adjusted EBITDA is not a term defined by GAAP and as a result our measure of adjusted EBITDA might not be comparable to similarly titled measures used by other companies. However, adjusted EBITDA is used by management to evaluate, assess and benchmark our operational results. 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 the Company with adjustments for depreciation and amortization, net corporate interest expense, goodwill impairment, contingent earnout adjustments, reserves on certain income tax assets, income taxes and stock-based compensation expense.
Unallocated corporate and shared costs and credits include expenses and credits 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 unallocated professional fees and certain self-insurance costs and recoveries that are not allocated to our individual operating segments.
Income taxes, net corporate interest expense, stock option expense, amortization of customer-relationship intangible assets, and contingent earnout adjustments are recurring components of our net income, but they are not considered part of our 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 vary significantly by jurisdiction. Net corporate interest expense results from capital structure decisions made by senior management and the Board of Directors, 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. Contingent earnout adjustments relate to changes in the fair value of earnouts associated with our recent acquisitions. None of these costs relate directly to the performance of our services or operating activities and, therefore, are excluded from segment operating earnings to better assess the results of each segment's operating activities on a consistent basis.
Goodwill impairments and reserves on certain income tax assets arise from time to time due to various factors, but are not allocated to our operating segments since they historically have not regularly impacted our performance and are not expected to impact our future performance on a regular basis.
5
A significant portion of our operations are international. These international operations subject us to foreign exchange fluctuations. The following table illustrates revenue as a percentage of total revenue for the major currencies of the geographic areas that Crawford does business:
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Three Months Ended |
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Year Ended |
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(in thousands) |
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December 31, |
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December 31, |
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December 31, |
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December 31, |
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Geographic Area |
Currency |
USD equivalent |
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% of total |
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USD equivalent |
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% of total |
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USD equivalent |
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% of total |
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USD equivalent |
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% of total |
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U.S. |
USD |
$ |
210,615 |
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65.4 |
% |
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$ |
182,115 |
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62.2 |
% |
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$ |
734,264 |
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61.7 |
% |
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$ |
658,785 |
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59.8 |
% |
U.K. |
GBP |
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28,977 |
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9.0 |
% |
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32,153 |
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11.0 |
% |
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121,814 |
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10.2 |
% |
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134,116 |
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12.2 |
% |
Canada |
CAD |
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23,169 |
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7.2 |
% |
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22,493 |
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7.7 |
% |
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97,766 |
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8.2 |
% |
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85,338 |
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7.7 |
% |
Australia |
AUD |
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24,898 |
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7.7 |
% |
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21,166 |
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7.2 |
% |
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94,692 |
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8.0 |
% |
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85,780 |
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7.8 |
% |
Europe |
EUR |
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12,474 |
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3.9 |
% |
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13,133 |
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4.5 |
% |
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54,447 |
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4.6 |
% |
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54,511 |
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4.9 |
% |
Rest of World |
Various |
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22,055 |
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6.8 |
% |
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21,834 |
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7.4 |
% |
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86,499 |
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7.3 |
% |
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83,502 |
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7.6 |
% |
Total Revenues, before reimbursements |
$ |
322,188 |
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100.0 |
% |
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$ |
292,894 |
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100.0 |
% |
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$ |
1,189,482 |
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100.0 |
% |
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$ |
1,102,032 |
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100.0 |
% |
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Following is a reconciliation of consolidated operating earnings to net (loss) income attributable to shareholders of Crawford & Company on a GAAP basis:
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Three Months Ended |
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Year Ended |
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(in thousands) |
December 31, 2022 |
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December 31, 2021 |
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December 31, 2022 |
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December 31, 2021 |
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Operating earnings: |
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North America Loss Adjusting |
$ |
8,923 |
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$ |
3,211 |
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$ |
19,431 |
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$ |
15,015 |
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International Operations |
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(5,646 |
) |
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1,519 |
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(13,269 |
) |
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4,918 |
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Broadspire |
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6,722 |
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4,540 |
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27,021 |
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24,783 |
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Platform Solutions |
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13,032 |
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9,215 |
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35,746 |
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32,048 |
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Unallocated corporate and shared costs, net |
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273 |
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(9,425 |
) |
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(5,459 |
) |
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(14,259 |
) |
Consolidated operating earnings |
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23,304 |
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9,060 |
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63,470 |
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62,505 |
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(Deduct) add: |
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Net corporate interest expense |
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(4,110 |
) |
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(2,116 |
) |
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(10,311 |
) |
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(6,559 |
) |
Stock option expense |
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(70 |
) |
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(353 |
) |
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(548 |
) |
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(1,053 |
) |
Amortization expense |
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(2,052 |
) |
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(2,603 |
) |
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(7,836 |
) |
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(11,029 |
) |
Goodwill impairment |
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— |
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— |
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(36,808 |
) |
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— |
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Contingent earnout adjustments |
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325 |
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|
— |
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(2,921 |
) |
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— |
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Reserves on certain income tax assets |
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(11,767 |
) |
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— |
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|
|
(11,767 |
) |
|
— |
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Income tax provision |
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(19,903 |
) |
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(2,389 |
) |
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(11,811 |
) |
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(13,316 |
) |
Net loss attributable to noncontrolling interests |
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186 |
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54 |
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|
227 |
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|
144 |
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Net (loss) income attributable to shareholders of Crawford & Company |
$ |
(14,087 |
) |
$ |
1,653 |
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$ |
(18,305 |
) |
$ |
30,692 |
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6
Following is a reconciliation of net (loss) income attributable to shareholders of Crawford & Company on a GAAP basis to non-GAAP adjusted EBITDA:
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Three Months Ended |
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Year Ended |
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(in thousands) |
December 31, |
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December 31, |
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December 31, |
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December 31, |
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Net (loss) income attributable to shareholders of Crawford & Company |
$ |
(14,087 |
) |
$ |
1,653 |
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$ |
(18,305 |
) |
$ |
30,692 |
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Add (Deduct): |
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Depreciation and amortization |
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8,719 |
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9,408 |
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36,098 |
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40,176 |
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Stock-based compensation |
|
705 |
|
|
2,021 |
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|
4,923 |
|
|
7,585 |
|
Net corporate interest expense |
|
4,110 |
|
|
2,116 |
|
|
|
10,311 |
|
|
6,559 |
|
Goodwill impairment |
|
— |
|
|
— |
|
|
|
36,808 |
|
|
— |
|
Contingent earnout adjustments |
|
(325 |
) |
|
— |
|
|
|
2,921 |
|
|
— |
|
Reserves on certain income tax assets |
|
11,767 |
|
|
— |
|
|
|
11,767 |
|
|
— |
|
Income tax provision |
|
19,903 |
|
|
2,389 |
|
|
|
11,811 |
|
|
13,316 |
|
Non-GAAP adjusted EBITDA |
$ |
30,792 |
|
$ |
17,587 |
|
|
$ |
96,334 |
|
$ |
98,328 |
|
|
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|
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Following is a reconciliation of operating cash flow to free cash flow for the twelve months ended December 31, 2022 and 2021:
Twelve Months Ended |
|
||||||||||
(in thousands) |
December 31, 2022 |
|
|
December 31, 2021 |
|
|
Change |
|
|||
Net Cash Provided by Operating Activities |
$ |
27,634 |
|
|
$ |
54,321 |
|
|
$ |
(26,687 |
) |
Less: |
|
|
|
|
|
|
|
|
|||
Property & Equipment Purchases, net |
|
(6,838 |
) |
|
|
(9,225 |
) |
|
|
2,387 |
|
Capitalized Software (internal and external costs) |
|
(27,761 |
) |
|
|
(21,729 |
) |
|
|
(6,032 |
) |
Free Cash Flow |
$ |
(6,965 |
) |
|
$ |
23,367 |
|
|
$ |
(30,332 |
) |
|
|
|
|
|
|
|
|
|
|||
Following are the reconciliations of GAAP Pretax Earnings, Net (Loss) Income and (Loss) Earnings Per Share to related non-GAAP Adjusted figures, which reflect 2022 before goodwill impairment, amortization of intangible assets, reserves on certain income tax assets, and contingent earnout adjustments, and for 2021 exclude the amortization of intangible assets:
Three Months Ended December 31, 2022 |
|
|||||||||||
(in thousands) |
Pretax earnings |
|
Net (loss) income |
|
Diluted (loss) earnings per |
|
Diluted (loss) earnings per |
|
||||
GAAP |
$ |
17,397 |
|
$ |
(14,087 |
) |
$ |
(0.29 |
) |
$ |
(0.29 |
) |
Adjustments: |
|
|
|
|
|
|
|
|
||||
Amortization of intangible assets |
|
2,052 |
|
|
1,539 |
|
|
0.03 |
|
|
0.03 |
|
Income tax impact of third quarter goodwill impairment |
|
— |
|
|
12,392 |
|
|
0.25 |
|
|
0.25 |
|
Contingent earnout adjustments |
|
(325 |
) |
|
(241 |
) |
|
— |
|
|
— |
|
Reserves on certain income tax assets |
|
— |
|
|
11,767 |
|
|
0.24 |
|
|
0.24 |
|
Non-GAAP Adjusted |
$ |
19,124 |
|
$ |
11,370 |
|
$ |
0.23 |
|
$ |
0.23 |
|
|
|
|
|
|
|
|
|
|
||||
7
Three Months Ended December 31, 2021 |
|
|||||||||||
(in thousands) |
Pretax earnings |
|
Net income |
|
Diluted earnings per |
|
Diluted earnings per |
|
||||
GAAP |
$ |
3,988 |
|
$ |
1,653 |
|
$ |
0.03 |
|
$ |
0.03 |
|
Adjustments: |
|
|
|
|
|
|
|
|
||||
Amortization of intangible assets |
|
2,603 |
|
|
1,952 |
|
|
0.04 |
|
|
0.04 |
|
Non-GAAP Adjusted |
$ |
6,591 |
|
$ |
3,605 |
|
$ |
0.07 |
|
$ |
0.07 |
|
|
|
|
|
|
|
|
|
|
||||
Year Ended December 31, 2022 |
|
|||||||||||
(in thousands) |
Pretax earnings |
|
Net (loss) income attributable to Crawford & Company |
|
Diluted (loss) earnings per |
|
Diluted (loss) earnings per |
|
||||
GAAP |
$ |
5,046 |
|
$ |
(18,305 |
) |
$ |
(0.37 |
) |
$ |
(0.37 |
) |
Adjustments: |
|
|
|
|
|
|
|
|
||||
Amortization of intangible assets |
|
7,836 |
|
|
5,877 |
|
|
0.12 |
|
|
0.12 |
|
Goodwill impairment |
|
36,808 |
|
|
33,300 |
|
|
0.67 |
|
|
0.67 |
|
Contingent earnout adjustments |
|
2,921 |
|
|
2,163 |
|
|
0.04 |
|
|
0.04 |
|
Reserves on certain income tax assets |
|
— |
|
|
11,767 |
|
|
0.24 |
|
|
0.24 |
|
Non-GAAP Adjusted |
$ |
52,611 |
|
$ |
34,802 |
|
$ |
0.70 |
|
$ |
0.70 |
|
|
|
|
|
|
|
|
|
|
||||
Year Ended December 31, 2021 |
|
|||||||||||
(in thousands) |
Pretax earnings |
|
Net income attributable to Crawford & Company |
|
Diluted earnings per |
|
Diluted earnings per |
|
||||
GAAP |
$ |
43,864 |
|
$ |
30,692 |
|
$ |
0.57 |
|
$ |
0.57 |
|
Adjustments: |
|
|
|
|
|
|
|
|
||||
Amortization of intangible assets |
|
11,029 |
|
|
8,272 |
|
|
0.15 |
|
|
0.15 |
|
Non-GAAP Adjusted |
$ |
54,893 |
|
$ |
38,964 |
|
$ |
0.72 |
|
$ |
0.72 |
|
|
|
|
|
|
|
|
|
|
||||
(1) The income tax impact of goodwill impairment was based on the estimated annual effective income tax rate. Due to the non-discrete income tax treatment of the third quarter 2022 goodwill impairment, the income tax benefit normalized as income was earned during the remainder of the year, resulting in a lower full year income tax benefit during 2022.
8
Following is information regarding the weighted average shares used in the computation of basic and diluted earnings per share:
|
Three Months Ended |
|
Year Ended |
|
||||||||
(in thousands) |
December 31, 2022 |
|
December 31, 2021 |
|
December 31, 2022 |
|
December 31, 2021 |
|
||||
Weighted-Average Shares Used to Compute Basic Earnings Per Share: |
|
|
|
|
|
|
|
|
||||
Class A Common Stock |
|
28,597 |
|
|
30,681 |
|
|
29,196 |
|
|
30,760 |
|
Class B Common Stock |
|
19,848 |
|
|
21,640 |
|
|
20,113 |
|
|
22,237 |
|
Weighted-Average Shares Used to Compute Diluted Earnings Per Share: |
|
|
|
|
|
|
|
|
||||
Class A Common Stock |
|
28,597 |
|
|
31,249 |
|
|
29,196 |
|
|
31,743 |
|
Class B Common Stock |
|
19,848 |
|
|
21,640 |
|
|
20,113 |
|
|
22,237 |
|
|
|
|
|
|
|
|
|
|
||||
Non-GAAP (1) |
|
|
|
|
|
|
|
|
||||
Weighted-Average Shares Used to Compute Diluted Earnings Per Share: |
|
|
|
|
|
|
|
|
||||
Class A Common Stock |
|
28,966 |
|
|
31,249 |
|
|
29,553 |
|
|
31,743 |
|
Class B Common Stock |
|
19,848 |
|
|
21,640 |
|
|
20,116 |
|
|
22,237 |
|
|
|
|
|
|
|
|
|
|
||||
(1) The Company had a net loss for GAAP reporting during the three and twelve months ended December 31, 2022, resulting in no additional dilutive securities added to the basic weighted average shares in calculating diluted weighted average shares for GAAP reporting as their impact would be anti-dilutive. As the Company has Non-GAAP positive net income for the three and twelve months ended December 31, 2022, these dilutive securities were added back to calculate Non-GAAP earnings per share.
Further information regarding the Company’s operating results for the three and twelve months ended December 31, 2022, financial position as of December 31, 2022, and cash flows for the twelve months ended December 31, 2022 is shown on the attached unaudited condensed consolidated financial statements.
About Crawford & Company
Based in Atlanta, Crawford & Company (NYSE: CRD-A and CRD-B) is the world's largest publicly listed independent provider of claims management and outsourcing solutions to carriers, brokers and corporations with an expansive global network serving clients in more than 70 countries. The Company’s shares are traded on the NYSE under the symbols CRD-A and CRD-B. The Company's two classes of stock are substantially identical, except with respect to voting rights and the Company's ability to pay greater cash dividends on the non-voting Class A Common Stock than on the voting Class B Common Stock, subject to certain limitations. In addition, with respect to mergers or similar transactions, holders of Class A Common Stock must receive the same type and amount of consideration as holders of Class B Common Stock, unless different consideration is approved by the holders of 75% of the Class A Common Stock, voting as a class. More information is available at www.crawco.com.
Earnings per share may be different between CRD-A and CRD-B due to the payment of a higher per share dividend on CRD-A than CRD-B, and the impact that has on the earnings per share calculation according to generally accepted accounting principles.
TAG: Crawford-Financial, Crawford-Investor-News-and-Events
9
FOR FURTHER INFORMATION REGARDING THIS PRESS RELEASE, PLEASE CALL BRUCE SWAIN AT (404) 300-1051.
This press release contains forward-looking statements, including statements about the expected future financial condition, results of operations and earnings outlook of Crawford & Company. Statements, both qualitative and quantitative, that are not historical facts may be “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from historical experience or Crawford & Company’s present expectations. Accordingly, no one should place undue reliance on forward-looking statements, which speak only as of the date on which they are made. Crawford & Company does not undertake to update forward-looking statements to reflect the impact of circumstances or events that may arise or not arise after the date the forward-looking statements are made. For further information regarding Crawford & Company, including factors that could cause our actual financial condition, results or earnings to differ from those described in any forward-looking statements, please read Crawford & Company’s reports filed with the SEC and available at www.sec.gov and in the Investor Relations section of Crawford & Company’s website at www.crawco.com. |
10
CRAWFORD & COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Unaudited
(In Thousands, Except Per Share Amounts and Percentages)
Three Months Ended December 31, |
|
2022 |
|
|
2021 |
|
|
% Change |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Revenues: |
|
|
|
|
|
|
|
|
|
|||
Revenues Before Reimbursements |
|
$ |
322,188 |
|
|
$ |
292,894 |
|
|
|
10 |
% |
Reimbursements |
|
|
11,181 |
|
|
|
10,075 |
|
|
|
11 |
% |
Total Revenues |
|
|
333,369 |
|
|
|
302,969 |
|
|
|
10 |
% |
|
|
|
|
|
|
|
|
|
|
|||
Costs and Expenses: |
|
|
|
|
|
|
|
|
|
|||
Costs of Services Provided, Before Reimbursements |
|
|
238,180 |
|
|
|
220,856 |
|
|
|
8 |
% |
Reimbursements |
|
|
11,181 |
|
|
|
10,075 |
|
|
|
11 |
% |
Total Costs of Services |
|
|
249,361 |
|
|
|
230,931 |
|
|
|
8 |
% |
|
|
|
|
|
|
|
|
|
|
|||
Selling, General, and Administrative Expenses |
|
|
62,528 |
|
|
|
66,730 |
|
|
|
(6 |
)% |
Corporate Interest Expense, Net |
|
|
4,110 |
|
|
|
2,116 |
|
|
|
94 |
% |
Total Costs and Expenses |
|
|
315,999 |
|
|
|
299,777 |
|
|
|
5 |
% |
|
|
|
|
|
|
|
|
|
|
|||
Other Income (Expense), Net |
|
|
27 |
|
|
|
796 |
|
|
|
(97 |
)% |
|
|
|
|
|
|
|
|
|
|
|||
Income Before Income Taxes |
|
|
17,397 |
|
|
|
3,988 |
|
|
|
336 |
% |
Provision for Income Taxes |
|
|
31,670 |
|
|
|
2,389 |
|
|
|
1226 |
% |
|
|
|
|
|
|
|
|
|
|
|||
Net (Loss) Income |
|
|
(14,273 |
) |
|
|
1,599 |
|
|
nm |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Net Loss Attributable to Noncontrolling Interests and Redeemable Noncontrolling Interests |
|
|
186 |
|
|
|
54 |
|
|
|
244 |
% |
|
|
|
|
|
|
|
|
|
|
|||
Net (Loss) Income Attributable to Shareholders of Crawford & Company |
|
$ |
(14,087 |
) |
|
$ |
1,653 |
|
|
nm |
|
|
|
|
|
|
|
|
|
|
|
|
|||
(Loss) Earnings Per Share - Basic: |
|
|
|
|
|
|
|
|
|
|||
Class A Common Stock |
|
$ |
(0.29 |
) |
|
$ |
0.03 |
|
|
nm |
|
|
Class B Common Stock |
|
$ |
(0.29 |
) |
|
$ |
0.03 |
|
|
nm |
|
|
|
|
|
|
|
|
|
|
|
|
|||
(Loss) Earnings Per Share - Diluted: |
|
|
|
|
|
|
|
|
|
|||
Class A Common Stock |
|
$ |
(0.29 |
) |
|
$ |
0.03 |
|
|
nm |
|
|
Class B Common Stock |
|
$ |
(0.29 |
) |
|
$ |
0.03 |
|
|
nm |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Cash Dividends Per Share: |
|
|
|
|
|
|
|
|
|
|||
Class A Common Stock |
|
$ |
0.06 |
|
|
$ |
0.06 |
|
|
|
— |
|
Class B Common Stock |
|
$ |
0.06 |
|
|
$ |
0.06 |
|
|
|
— |
|
11
CRAWFORD & COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Unaudited
(In Thousands, Except Per Share Amounts and Percentages)
Year Ended December 31, |
|
2022 |
|
|
2021 |
|
|
% Change |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Revenues: |
|
|
|
|
|
|
|
|
|
|||
Revenues Before Reimbursements |
|
$ |
1,189,482 |
|
|
$ |
1,102,032 |
|
|
|
8 |
% |
Reimbursements |
|
|
41,744 |
|
|
|
37,199 |
|
|
|
12 |
% |
Total Revenues |
|
|
1,231,226 |
|
|
|
1,139,231 |
|
|
|
8 |
% |
|
|
|
|
|
|
|
|
|
|
|||
Costs and Expenses: |
|
|
|
|
|
|
|
|
|
|||
Costs of Services Provided, Before Reimbursements |
|
|
883,128 |
|
|
|
810,231 |
|
|
|
9 |
% |
Reimbursements |
|
|
41,744 |
|
|
|
37,199 |
|
|
|
12 |
% |
Total Costs of Services |
|
|
924,872 |
|
|
|
847,430 |
|
|
|
9 |
% |
|
|
|
|
|
|
|
|
|
|
|||
Selling, General, and Administrative Expenses |
|
|
255,750 |
|
|
|
244,850 |
|
|
|
4 |
% |
Corporate Interest Expense, Net |
|
|
10,311 |
|
|
|
6,559 |
|
|
|
57 |
% |
Goodwill Impairment |
|
|
36,808 |
|
|
|
- |
|
|
nm |
|
|
Total Costs and Expenses |
|
|
1,227,741 |
|
|
|
1,098,839 |
|
|
|
12 |
% |
|
|
|
|
|
|
|
|
|
|
|||
Other Income (Expense), Net |
|
|
1,561 |
|
|
|
3,472 |
|
|
|
(55 |
)% |
|
|
|
|
|
|
|
|
|
|
|||
Income Before Income Taxes |
|
|
5,046 |
|
|
|
43,864 |
|
|
|
(88 |
)% |
Provision for Income Taxes |
|
|
23,578 |
|
|
|
13,316 |
|
|
|
77 |
% |
|
|
|
|
|
|
|
|
|
|
|||
Net (Loss) Income |
|
|
(18,532 |
) |
|
|
30,548 |
|
|
nm |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Net Loss Attributable to Noncontrolling Interests and Redeemable Noncontrolling Interests |
|
|
227 |
|
|
|
144 |
|
|
|
58 |
% |
|
|
|
|
|
|
|
|
|
|
|||
Net (Loss) Income Attributable to Shareholders of Crawford & Company |
|
$ |
(18,305 |
) |
|
$ |
30,692 |
|
|
nm |
|
|
|
|
|
|
|
|
|
|
|
|
|||
(Loss) Earnings Per Share - Basic: |
|
|
|
|
|
|
|
|
|
|||
Class A Common Stock |
|
$ |
(0.37 |
) |
|
$ |
0.58 |
|
|
nm |
|
|
Class B Common Stock |
|
$ |
(0.37 |
) |
|
$ |
0.58 |
|
|
nm |
|
|
|
|
|
|
|
|
|
|
|
|
|||
(Loss) Earnings Per Share - Diluted: |
|
|
|
|
|
|
|
|
|
|||
Class A Common Stock |
|
$ |
(0.37 |
) |
|
$ |
0.57 |
|
|
nm |
|
|
Class B Common Stock |
|
$ |
(0.37 |
) |
|
$ |
0.57 |
|
|
nm |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Cash Dividends Per Share: |
|
|
|
|
|
|
|
|
|
|||
Class A Common Stock |
|
$ |
0.24 |
|
|
$ |
0.24 |
|
|
|
— |
|
Class B Common Stock |
|
$ |
0.24 |
|
|
$ |
0.24 |
|
|
|
— |
|
12
CRAWFORD & COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
As of December 31, 2022 and December 31, 2021
Unaudited
(In Thousands, Except Par Values)
|
|
December 31, |
|
|
December 31, |
|
||
|
|
2022 |
|
|
2021 |
|
||
ASSETS |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Current Assets: |
|
|
|
|
|
|
||
Cash and Cash Equivalents |
|
$ |
46,007 |
|
|
$ |
53,228 |
|
Accounts Receivable, Net |
|
|
141,106 |
|
|
|
134,458 |
|
Unbilled Revenues, at Estimated Billable Amounts |
|
|
126,274 |
|
|
|
118,722 |
|
Income Taxes Receivable |
|
|
9,098 |
|
|
|
4,936 |
|
Prepaid Expenses and Other Current Assets |
|
|
28,782 |
|
|
|
34,576 |
|
Total Current Assets |
|
|
351,267 |
|
|
|
345,920 |
|
|
|
|
|
|
|
|
||
Net Property and Equipment |
|
|
27,809 |
|
|
|
33,721 |
|
|
|
|
|
|
|
|
||
Other Assets: |
|
|
|
|
|
|
||
Operating Lease Right-of-Use Asset, Net |
|
|
93,334 |
|
|
|
99,369 |
|
Goodwill |
|
|
76,622 |
|
|
|
116,526 |
|
Intangible Assets Arising from Business Acquisitions, Net |
|
|
88,039 |
|
|
|
97,571 |
|
Capitalized Software Costs, Net |
|
|
82,975 |
|
|
|
75,802 |
|
Deferred Income Tax Assets |
|
|
19,573 |
|
|
|
21,266 |
|
Other Noncurrent Assets |
|
|
51,888 |
|
|
|
62,464 |
|
Total Other Assets |
|
|
412,431 |
|
|
|
472,998 |
|
|
|
|
|
|
|
|
||
Total Assets |
|
$ |
791,507 |
|
|
$ |
852,639 |
|
|
|
|
|
|
|
|
||
LIABILITIES AND SHAREHOLDERS’ INVESTMENT |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Current Liabilities: |
|
|
|
|
|
|
||
Short-Term Borrowings |
|
$ |
27,048 |
|
|
$ |
10,704 |
|
Accounts Payable |
|
|
50,847 |
|
|
|
48,470 |
|
Accrued Compensation and Related Costs |
|
|
79,285 |
|
|
|
96,018 |
|
Self-Insured Risks |
|
|
12,614 |
|
|
|
13,222 |
|
Income Taxes Payable |
|
|
1,208 |
|
|
|
1,200 |
|
Operating Lease Liability |
|
|
22,910 |
|
|
|
25,238 |
|
Other Accrued Liabilities |
|
|
56,293 |
|
|
|
76,884 |
|
Deferred Revenues |
|
|
29,282 |
|
|
|
32,119 |
|
Total Current Liabilities |
|
|
279,487 |
|
|
|
303,855 |
|
|
|
|
|
|
|
|
||
Noncurrent Liabilities: |
|
|
|
|
|
|
||
Long-Term Debt and Finance Leases, Less Current Installments |
|
|
211,810 |
|
|
|
164,315 |
|
Operating Lease Liability |
|
|
84,628 |
|
|
|
88,408 |
|
Deferred Revenues |
|
|
24,737 |
|
|
|
23,786 |
|
Accrued Pension Liabilities |
|
|
25,914 |
|
|
|
17,892 |
|
Other Noncurrent Liabilities |
|
|
41,553 |
|
|
|
42,986 |
|
Total Noncurrent Liabilities |
|
|
388,642 |
|
|
|
337,387 |
|
|
|
|
|
|
|
|
||
Shareholders’ Investment: |
|
|
|
|
|
|
||
Class A Common Stock, $1.00 Par Value |
|
|
28,764 |
|
|
|
30,996 |
|
Class B Common Stock, $1.00 Par Value |
|
|
19,848 |
|
|
|
20,812 |
|
Additional Paid-in Capital |
|
|
78,158 |
|
|
|
74,229 |
|
Retained Earnings |
|
|
213,094 |
|
|
|
266,369 |
|
Accumulated Other Comprehensive Loss |
|
|
(215,321 |
) |
|
|
(180,441 |
) |
Shareholders’ Investment Attributable to Shareholders of Crawford & Company |
|
|
124,543 |
|
|
|
211,965 |
|
Noncontrolling Interests |
|
|
(1,165 |
) |
|
|
(568 |
) |
Total Shareholders’ Investment |
|
|
123,378 |
|
|
|
211,397 |
|
|
|
|
|
|
|
|
||
Total Liabilities and Shareholders’ Investment |
|
$ |
791,507 |
|
|
$ |
852,639 |
|
13
CRAWFORD & COMPANY
SUMMARY RESULTS BY OPERATING SEGMENT WITH DIRECT COMPENSATION AND OTHER EXPENSES
Unaudited
(In Thousands, Except Percentages)
Three Months Ended December 31,
|
|
North America Loss Adjusting |
% |
International Operations |
% |
|
Broadspire |
% |
|
Platforms Solutions |
% |
|||||
|
|
2022 |
2021 |
Change |
|
2022 |
2021 |
Change |
|
2022 |
2021 |
Change |
|
2022 |
2021 |
Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues Before Reimbursements |
|
$77,720 |
$66,945 |
16.1% |
|
$88,404 |
$88,285 |
0.1% |
|
$78,615 |
$75,053 |
4.7% |
|
$77,449 |
$62,611 |
23.7% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct Compensation, Fringe Benefits & Non-Employee Labor |
|
55,623 |
49,954 |
11.3% |
|
64,230 |
63,415 |
1.3% |
|
50,862 |
48,433 |
5.0% |
|
53,025 |
44,264 |
19.8% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of Revenues Before Reimbursements |
|
71.6% |
74.6% |
|
|
72.7% |
71.8% |
|
|
64.7% |
64.5% |
|
|
68.5% |
70.7% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses Other than Reimbursements, Direct Compensation, Fringe Benefits & Non-Employee Labor |
|
13,174 |
13,780 |
(4.4)% |
|
29,820 |
23,351 |
27.7% |
|
21,031 |
22,080 |
(4.8)% |
|
11,392 |
9,132 |
24.7% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of Revenues Before Reimbursements |
|
17.0% |
20.6% |
|
|
33.7% |
26.4% |
|
|
26.8% |
29.4% |
|
|
14.7% |
14.6% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Operating Expenses |
|
68,797 |
63,734 |
7.9% |
|
94,050 |
86,766 |
8.4% |
|
71,893 |
70,513 |
2.0% |
|
64,417 |
53,396 |
20.6% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Earnings (1) |
|
$8,923 |
$3,211 |
177.9% |
|
$(5,646) |
$1,519 |
(471.7)% |
|
$6,722 |
$4,540 |
48.1% |
|
$13,032 |
$9,215 |
41.4% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of Revenues Before Reimbursements |
|
11.5% |
4.8% |
|
|
(6.4)% |
1.7% |
|
|
8.6% |
6.0% |
|
|
16.8% |
14.7% |
|
Twelve Months Ended December 31,
|
|
North America Loss Adjusting |
% |
International Operations |
% |
|
Broadspire |
% |
|
Platforms Solutions |
% |
|||||
|
|
2022 |
2021 |
Change |
|
2022 |
2021 |
Change |
|
2022 |
2021 |
Change |
|
2022 |
2021 |
Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues Before Reimbursements |
|
$274,755 |
$243,789 |
12.7% |
|
$357,452 |
$357,909 |
(0.1)% |
|
$313,564 |
$301,035 |
4.2% |
|
$243,711 |
$199,299 |
22.3% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct Compensation, Fringe Benefits & Non-Employee Labor |
|
199,009 |
176,538 |
12.7% |
|
254,049 |
249,060 |
2.0% |
|
198,473 |
187,458 |
5.9% |
|
163,449 |
131,736 |
24.1% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of Revenues Before Reimbursements |
|
72.4% |
72.4% |
|
|
71.1% |
69.6% |
|
|
63.3% |
62.3% |
|
|
67.1% |
66.1% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses Other than Reimbursements, Direct Compensation, Fringe Benefits & Non-Employee Labor |
|
56,315 |
52,236 |
7.8% |
|
116,672 |
103,931 |
12.3% |
|
88,070 |
88,794 |
(0.8)% |
|
44,516 |
35,515 |
25.3% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of Revenues Before Reimbursements |
|
20.5% |
21.4% |
|
|
32.6% |
29.0% |
|
|
28.1% |
29.5% |
|
|
18.3% |
17.8% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Operating Expenses |
|
255,324 |
228,774 |
11.6% |
|
370,721 |
352,991 |
5.0% |
|
286,543 |
276,252 |
3.7% |
|
207,965 |
167,251 |
24.3% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Earnings (1) |
|
$19,431 |
$15,015 |
29.4% |
|
$(13,269) |
$4,918 |
(369.8)% |
|
$27,021 |
$24,783 |
9.0% |
|
$35,746 |
$32,048 |
11.5% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of Revenues Before Reimbursements |
|
7.1% |
6.2% |
|
|
(3.7)% |
1.4% |
|
|
8.6% |
8.2% |
|
|
14.7% |
16.1% |
|
(1) A non-GAAP financial measurement which represents net income attributable to the applicable reporting segment excluding income taxes, net corporate interest expense, stock option expense, goodwill impairment, amortization of customer-relationship intangible assets, contingent earnout adjustments, and certain unallocated corporate and shared costs and credits. See page 5 for additional information about segment operating earnings.
CRAWFORD & COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31, 2022 and December 31, 2021
Unaudited
(In Thousands)
|
|
2022 |
|
|
2021 |
|
||
Cash Flows From Operating Activities: |
|
|
|
|
|
|
||
Net (loss) income |
|
$ |
(18,532 |
) |
|
$ |
30,548 |
|
Reconciliation of net income to net cash provided by operating activities: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
36,098 |
|
|
|
40,176 |
|
Goodwill impairment |
|
|
36,808 |
|
|
|
— |
|
Deferred income taxes |
|
|
7,397 |
|
|
|
(2,992 |
) |
Stock-based compensation |
|
|
4,923 |
|
|
|
7,585 |
|
Gain on sale of property and equipment |
|
|
(1,490 |
) |
|
|
104 |
|
Contingent earnout adjustments |
|
|
2,921 |
|
|
|
— |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
||
Accounts receivable, net |
|
|
(15,537 |
) |
|
|
(5,475 |
) |
Unbilled revenues, net |
|
|
(19,319 |
) |
|
|
(9,979 |
) |
Accrued or prepaid income taxes |
|
|
(7,444 |
) |
|
|
(7,232 |
) |
Accounts payable and accrued liabilities |
|
|
(5,985 |
) |
|
|
13,470 |
|
Deferred revenues |
|
|
(397 |
) |
|
|
3,562 |
|
Accrued retirement costs |
|
|
(1,366 |
) |
|
|
(15,478 |
) |
Prepaid expenses and other operating activities |
|
|
9,557 |
|
|
|
32 |
|
Net cash provided by operating activities |
|
|
27,634 |
|
|
|
54,321 |
|
|
|
|
|
|
|
|
||
Cash Flows From Investing Activities: |
|
|
|
|
|
|
||
Acquisitions of property and equipment |
|
|
(6,838 |
) |
|
|
(9,225 |
) |
Capitalization of computer software costs |
|
|
(27,761 |
) |
|
|
(21,729 |
) |
Proceeds from settlement of life insurance policies |
|
|
— |
|
|
|
6,526 |
|
Payments for business acquisitions, net of cash acquired |
|
|
(26,309 |
) |
|
|
(46,398 |
) |
Cash proceeds from sale of property and equipment |
|
|
3,032 |
|
|
|
— |
|
Net cash used in investing activities |
|
|
(57,876 |
) |
|
|
(70,826 |
) |
|
|
|
|
|
|
|
||
Cash Flows From Financing Activities: |
|
|
|
|
|
|
||
Cash dividends paid |
|
|
(11,842 |
) |
|
|
(12,663 |
) |
Repurchases of common stock |
|
|
(26,749 |
) |
|
|
(19,134 |
) |
Increases in short-term and revolving credit facility borrowings |
|
|
106,481 |
|
|
|
113,312 |
|
Payments on short-term and revolving credit facility borrowings |
|
|
(39,025 |
) |
|
|
(52,306 |
) |
Payments of contingent consideration on acquisitions |
|
|
(2,118 |
) |
|
|
(1,544 |
) |
Other financing activities |
|
|
(807 |
) |
|
|
(3,008 |
) |
Net cash provided by financing activities |
|
|
25,940 |
|
|
|
24,657 |
|
|
|
|
|
|
|
|
||
Effects of exchange rate changes on cash and cash equivalents |
|
|
(2,742 |
) |
|
|
881 |
|
(Decrease) increase in cash, cash equivalents, and restricted cash(1) |
|
|
(7,044 |
) |
|
|
9,033 |
|
Cash, cash equivalents, and restricted cash at beginning of year(1) |
|
|
53,689 |
|
|
|
44,656 |
|
Cash, cash equivalents, and restricted cash at end of period(1) |
|
$ |
46,645 |
|
|
$ |
53,689 |
|
(1)The 2022 amounts include beginning restricted cash of $461 at December 31, 2021, and ending restricted cash of $638 at December 31, 2022, which we present as part of "Prepaid expenses and other current assets" on the Balance Sheets.
Crawford & Company Fourth Quarter and Full Year 2022 Earnings Conference Call CRD-A & CRD-B (NYSE)
2 Forward-Looking Statements and Additional Information Forward-Looking Statements This presentation contains forward-looking statements, including statements about the expected future financial condition, results of operations and earnings outlook of Crawford & Company. Statements, both qualitative and quantitative, that are not statements of historical fact may be "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995 and other securities laws. Forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from historical experience or Crawford & Company's present expectations. Accordingly, no one should place undue reliance on forward-looking statements, which speak only as of the date on which they are made. Crawford & Company does not undertake to update forward-looking statements to reflect the impact of circumstances or events that may arise or not arise after the date the forward-looking statements are made. Results for any interim period presented herein are not necessarily indicative of results to be expected for the full year or for any other future period. For further information regarding Crawford & Company, and the risks and uncertainties involved in forward-looking statements, please read Crawford & Company's reports filed with the Securities and Exchange Commission and available at www.sec.gov or in the Investor Relations portion of Crawford & Company's website at https://ir.crawco.com. Crawford's business is dependent, to a significant extent, on case volumes. The Company cannot predict the future trend of case volumes for a number of reasons, including the fact that the frequency and severity of weather-related claims and the occurrence of natural and man-made disasters, which are a significant source of cases and revenue for the Company, are generally not subject to accurate forecasting. Revenues Before Reimbursements ("Revenues") Revenues Before Reimbursements are referred to as "Revenues" in both consolidated and segment charts, bullets and tables throughout this presentation. Segment and Consolidated Operating Earnings Under the Financial Accounting Standards Board's Accounting Standards Codification ("ASC") Topic 280, "Segment Reporting," the Company has defined segment operating earnings as the primary measure used by the Company to evaluate the results of each of its four operating segments. Segment operating earnings represent segment earnings, including the direct and indirect costs of certain administrative functions required to operate our business, but excludes unallocated corporate and shared costs and credits, net corporate interest expense, stock option expense, amortization of customer-relationship intangible assets, contingent earnout adjustments, goodwill impairments, reserves on certain income tax assets, income taxes and net income or loss attributable to noncontrolling interests. Earnings Per Share The Company's two classes of stock are substantially identical, except with respect to voting rights and the Company's ability to pay greater cash dividends on the non-voting Class A Common Stock than on the voting Class B Common Stock, subject to certain limitations. In addition, with respect to mergers or similar transactions, holders of Class A Common Stock must receive the same type and amount of consideration as holders of Class B Common Stock, unless different consideration is approved by the holders of 75% of the Class A Common Stock, voting as a class. In certain periods, the Company has paid a higher dividend on CRD-A than on CRD-B. This may result in a different earnings per share ("EPS") for each class of stock due to the two-class method of computing EPS as required by ASC Topic 260 - "Earnings Per Share". The two-class method is an earnings allocation method under which EPS is calculated for each class of common stock considering both dividends declared and participation rights in undistributed earnings as if all such earnings had been distributed during the period. Segment Gross Profit Segment gross profit is defined as revenues, less direct costs, which exclude indirect centralized administrative support costs allocated to the business. Indirect expenses consist of centralized administrative support costs, regional and local shared services that are allocated to each segment based on usage. Non-GAAP Financial Information For additional information about certain non-GAAP financial information presented herein, see the Appendix following this presentation.
(1) See appendix for non-GAAP explanation and reconciliation of non-GAAP measures Financial Highlights Full Year 2022 GAAP NON-GAAP¹ KEY METRICS¹ $1.2 BILLION Revenues before reimbursements $(18.3) MILLION Net loss $96.3 MILLION Adjusted EBITDA 8.1% EBITDA margin $63.5 MILLION Operating earnings $27.6 MILLION Operating cash flow $0.70 EPS CRD-A EPS CRD-B $(0.37) EPS CRD-A EPS CRD-B 2.16x Leverage Ratio
Our roadmap to support margin improvement involves ensuring our top line success translates into expanded profitability to support our long-term growth strategy Evolving Crawford’s Strategy for Long-Term Growth Align pricing with the value we deliver Aggressively address low productivity pockets Optimize cost structure to current market dynamics Roll out new systems and improved processes for efficiency gains 4 3 1 2 QUALITY that sets the industry benchmark ORGANIC DIGITAL that simplifies EXPERTISE that is deep and eminent INORGANIC Long-term Growth Strategy ADJACENCIES Bolster presence in P&C ecosystem and deepen customer wallet share GEOGRAPHIES P&C market growth and claims outsourcing tailwinds SCALE Existing businesses to drive margin improvement Roadmap to Support Margin Improvement
We are committed to employing a disciplined approach to capital allocation Investing in long-term growth through Cap Ex and M&A Debt Repayment Reduce leverage (Target below 2.0x EBITDA in 2023) Our Capital Allocation Strategy Acquire adjacent services to bolster presence in claims ecosystem Enhance technical capabilities by attracting top-tier adjusting talent globally Drive market share within fragmented independent loss adjusting market in the US Increase presence in rapidly growing P&C insurance markets with strong outsourced claims processing tailwinds Regular quarterly dividend of $0.06 per share for CRD-A and CRD-B Our M&A Approach
Operational Overview
7 Impact Across Our Segments Full Year 2022 Performance FY 22 revenue growth of 12.7% over prior year, due to increased activity related to Hurricane Ian and Winter Storm Elliott in U.S., continued market recovery in Canada and the full-year impact of the 2021 edjuster acquisition Onboarded 45 adjusters in North America and over 100 globally in 2022, exceeding 2021 additions Operating margin expanded 90 bps over prior year FY 22 revenue growth of 4.2% over prior year, driven by increased economic activity, new and existing business growth along with favorable pricing Increased sales traction in alternative markets and data & analytical services Operating margin expanded 40 bps compared to prior year FY 22 constant currency revenue growth of 8.5% over prior year. FX rates reduced revenue by $31.0 million. Strength in Australia as unprecedented flooding in Queensland and New South Wales continued to drive increased claims activity Margins continue to be pressured; one-time severance costs of $4.1 million to realign businesses in Q4 22 FY22 Revenues $274.8M “OE” refers to Operating Earnings 23% of total 2022 revenues North America Loss Adjusting FY22 OE¹ $19.4M International Operations 30% of total 2022 revenues Broadspire (US-only) 26% of total 2022 revenues FY 22 revenue growth of 22.3% over prior year Strong profit contribution from CAT due to increased wallet share gains with top 5 carrier client and Praxis sales momentum Reduced contribution from Contractor Connection due to subdued daily claim frequency with improved trend in Q4 22 Platform Solutions (US-only) 21% of total 2022 revenues FY22 Revenues $357.5M FY22 OE¹ $(13.3M) FY22 Revenues $313.6M FY22 OE¹ $27.0M FY22 Revenues $243.7M FY22 OE¹ $35.7M
Net Promoter Score NPS remains at a healthy level of 45 Actively looking for opportunities to improve our score Added $35.6 million in new and enhanced business in Q4 2022 ($126.9 million added in FY 2022) New and Renewal Business Activity Retained 94% of our Broadspire business year to date Increasing market share with key carrier clients 8 Customer Excellence 45 NPS 94% a Retained Broadspire business New and enhanced business won $35.6M
Diversity, Equity and Inclusion Initiatives – Fundamental to How We Do Business Client Centricity Growth Mindset Inclusion and Diversity 45% Women in LATAM Workforce 48% Workforce belongs to Minority Groups (1) 30% LATAM Leaders are Women LATAM Diversity, Equity & Inclusion (1) Includes women, LGBTQ+, afro-descendants, and employees with disabilities. 89% of employees indicated they do not face any bias due to their personal identity. 97% of employees indicated they believed no matter how much they know, there is always something new to learn. This result is 34% above the survey norm. 89% of employees indicated their team and department constantly look for better ways to serve its customers. 86% of employees feel empowered to make the decisions needed to do their job. DEI Progress Example: Latin America 2022 LATAM Recognition for DEI Efforts DEI Committees created in Brazil, Chile & Colombia Partnerships with Women in Insurance ONG (Sou Segura) in Brazil Supported group of employees in Chile who were certified in labor inclusion LATAM: Favorable Pulse Survey Results
Financial Overview
(1) See appendix for non-GAAP explanation and reconciliation of non-GAAP measures. 11 Fourth Quarter 2022 Financial Summary Quarter Ended December 31, December 31, ($ in millions, except per share amounts) 2022 2021 % Change Revenues $322.2 $292.9 10% Non-GAAP Revenues excluding foreign exchange fluctuations(1) $336.7 $292.9 15% Net (Loss) Income Attributable to Shareholders of Crawford & Company $(14.1) $1.7 nm Diluted (Loss) Earnings per Share CRD-A $(0.29) $0.03 nm CRD-B $(0.29) $0.03 nm Non-GAAP Diluted Earnings per Share (1) CRD-A $0.23 $0.07 229% CRD-B $0.23 $0.07 229% Adjusted Operating Earnings (1) $23.3 $9.1 157% Adjusted Operating Margin (1) 7.2% 3.1% 410bps Adjusted EBITDA (1) $30.8 $17.6 75% Adjusted EBITDA Margin (1) 9.6% 6.0% 360bps
North America Loss Adjusting Q4 Highlights Q4 revenue growth of 16.1% over prior year, due to increased activity related to Hurricane Ian and Winter Storm Elliott in the U.S. and continued market recovery in Canada and the inclusion of edjuster Operating Results (Q4 2022 v. Q4 2021) Revenues of $77.7 million versus $66.9 million Constant dollar revenues of $79.5 million Gross profit of $16.6 million versus $11.6 million Gross profit margin of 21.4% versus 17.3% Operating earnings of $8.9 million versus $3.2 million Operating margin of 11.5% versus 4.8% Three months ended (in thousands, except percentages) December 31, 2022 December 31, 2021 Variance Revenues $77,720 $66,945 16.1% Direct expenses 61,092 55,367 10.3% Gross profit 16,628 11,578 43.6% Indirect expenses 7,705 8,367 (7.9%) Operating earnings $8,923 $3,211 177.9% Gross profit margin 21.4% 17.3% 4.1% Operating margin 11.5% 4.8% 6.7% Total cases received 69,473 67,633 2.7% Full time equivalent employees 2,119 1,958 8.2%
Broadspire Q4 Highlights Q4 revenue growth of 4.7% over prior year, driven by increased economic activity, new and existing business growth along with favorable pricing Increased sales traction in alternative markets and Data & Analytical services Operating Results (Q4 2022 v. Q4 2021) Revenues of $78.6 million versus $75.1 million Gross profit of $17.9 million versus $14.9 million Gross profit margin of 22.8% versus 19.9% Operating earnings of $6.7 million versus $4.5 million Operating margin of 8.6% versus 6.0% Three months ended (in thousands, except percentages) December 31, 2022 December 31, 2021 Variance Revenues $78,615 $75,053 4.7% Direct expenses 60,726 60,127 1.0% Gross profit 17,889 14,926 19.9% Indirect expenses 11,167 10,386 7.5% Operating earnings $6,722 $4,540 48.1% Gross profit margin 22.8% 19.9% 2.9% Operating margin 8.6% 6.0% 2.6% Total cases received 126,390 119,813 5.5% Full time equivalent employees 2,594 2,359 10.0%
Platform Solutions Q4 Highlights Q4 revenue growth of 23.7% over prior year, bolstered by strength in Networks Saw strong contribution from CAT related to increased wallet share gains with top 5 carrier client and Praxis sales momentum Margin expansion from operating leverage Operating Results (Q4 2022 v. Q4 2021) Revenues of $77.4 million versus $62.6 million Gross profit of $18.3 million versus $13.3 million Gross profit margin of 23.6% versus 21.3% Operating earnings of $13.0 million versus $9.2 million Operating margin of 16.8% versus 14.7% Three months ended (in thousands, except percentages) December 31, 2022 December 31, 2021 Variance Revenues $77,449 $62,611 23.7% Direct expenses 59,141 49,300 20.0% Gross profit 18,308 13,311 37.5% Indirect expenses 5,276 4,096 28.8% Operating earnings $13,032 $9,215 41.4% Gross profit margin 23.6% 21.3% 2.3% Operating margin 16.8% 14.7% 2.1% Total cases received 101,547 117,681 (13.7%) Full time equivalent employees 1,569 1,435 9.3%
International Operations Q4 Highlights Q4 revenue growth of 0.1% from prior year or 14.6% on a constant dollar basis Strength in Australia as unprecedented flooding in Queensland and New South Wales continued to drive increased claims activity Margins continue to be pressured; one-time severance costs of $4.1 million to realign businesses in Q4 Operating Results (Q4 2022 v. Q4 2021) Revenues of $88.4 million versus $88.3 million Constant dollar revenues of $101.2 million Gross profit of $8.8 million versus $11.1 million Gross profit margin of 9.9% versus 12.6% Operating loss of $(5.6) million versus earnings of $1.5 million Operating margin of (6.4)% versus 1.7% Three months ended (in thousands, except percentages) December 31, 2022 December 31, 2021 Variance Revenues $88,404 $88,285 0.1% Direct expenses 79,617 77, 139 3.2% Gross profit 8,787 11,146 (21.2%) Indirect expenses 14,433 9,627 49.9% Operating (loss) earnings $(5,646) $1,519 (471.7%) Gross profit margin 9.9% 12.6% (2.7%) Operating margin (6.4%) 1.7% (8.1%) Total cases received 128,449 111,176 15.5% Full time equivalent employees 3,785 3,560 6.3%
Additional Financial Matters Unallocated Corporate and Shared Costs and Credits Unallocated corporate credits of $0.3 million in 2022 compared to costs of $9.4 million in the prior year period Primary components of this variance were a $3.6 million reduction in incentive compensation and a $6.1 million reduction in professional fees and other unallocated expenses Reserves on Certain Income Tax Assets During the 2022 fourth quarter, the Company recognized an $11.8 million income tax reserve, or $0.24 per share, primarily related to previously benefitted tax losses in certain international jurisdictions These tax attributes currently do not expire and are available for future use depending on the profitability of those jurisdictions Income Tax Impact of the Third Quarter Goodwill Impairment Income tax benefit from the goodwill impairment in the third quarter was normalized through the effective tax rate during the fourth quarter of 2022 Decreased income tax benefit by $12.4 million, or $0.25 per share, during the fourth quarter Contingent Earnout Adjustment Recognized a pretax contingent earnout benefit totaling approximately $0.3 million in the 2022 fourth quarter. For the year this was a $2.9 million expense. Based on changes to projections of certain acquired entities Share Repurchases There were no shares repurchased in the 2022 fourth quarter Repurchased 2,656,474 shares of CRD-A and 963,472 shares of CRD-B at an average cost per share of $7.41 and $7.32, respectively, during 2022 Total cost of share repurchases during 2022 was $26.7 million
(1) See Appendix for non-GAAP explanation and reconciliation Balance Sheet Highlights Unaudited ($ in thousands) December 31, 2022 December 31, 2019 December 31, 2021 December 31, 2018 Change Change Cash and cash equivalents $ 46,007 $ 53,228 $ (7,221 ) Accounts receivable, net 141,106 134,458 6,648 Unbilled revenues, net 126,274 118,722 7,552 Total receivables 267,380 253,180 14,200 Goodwill 76,622 116,526 (39,904 ) Intangible assets arising from business acquisitions, net 88,039 97,571 (9,532 ) Deferred revenues 54,019 55,905 (1,886 ) Pension liabilities 25,914 17,892 8,022 Short-term borrowings and current portion of finance leases 27,048 10,704 16,344 Long-term debt, less current portion 211,810 164,315 47,495 Total debt 238,858 175,019 63,839 Total stockholders' equity attributable to Crawford & Company 124,543 211,965 (87,422 ) Net debt (1) 192,851 121,791 71,060
18 Net Debt and Pension Liability $192.9 million $25.9 million Net debt at $192.9 million Pension liability at $25.9 million $106.4 million $105.2 million Leverage Ratio of 2.16x EBITDA at end of Q4 2022 Funded Ratio of US pension plan is 92.1% at end of Q4 2022
(1) See Appendix for non-GAAP explanation and reconciliation Operating And Free Cash Flow For the years ended December 31, Unaudited ($ in thousands) 2022 2019 2021 2018 Change Change Net (Loss) Income Attributable to Shareholders of Crawford & Company $ (18,305 ) $ 30,692 $ (48,997 ) Depreciation and Other Non-Cash Operating Items 48,191 44,625 3,566 Goodwill Impairment 36,808 — 36,808 (Gain) Loss on Disposals of Property and Equipment, net (1,490 ) 104 (1,594 ) Contingent Earnout Adjustments 2,921 — 2,921 Billed Receivables Change (15,537 ) (5,475 ) (10,062 ) Unbilled Receivables Change (19,319 ) (9,979 ) (9,340 ) Change in Accrued Compensation, 401K, and Other Payroll (3,916 ) 11,589 (15,505 ) Change in Accrued and Prepaid Income Taxes (7,444 ) (7,232 ) (212 ) Other Working Capital Changes 6,364 (285 ) 6,649 U.S. and U.K. Pension Contributions (639 ) (9,718 ) 9,079 Cash Flows from Operating Activities 27,634 54,321 (26,687 ) Property & Equipment Purchases, net (6,838 ) (9,225 ) 2,387 Capitalized Software (internal and external costs) (27,761 ) (21,729 ) (6,032 ) Free Cash Flow(1) $ (6,965 ) $ 23,367 $ (30,332 )
20 10,000+ 50,000+ 70 $18B+ employees Field Resources countries claims managed annually Crawford & Company The world’s largest publicly listed independent provider of global claims management and outsourcing solutions. 20
Appendix: Non-GAAP Financial Information 21
Appendix: Non-GAAP Financial Information Measurements of financial performance not calculated in accordance with GAAP should be considered as supplements to, and not substitutes for, performance measurements calculated or derived in accordance with GAAP. Any such measures are not necessarily comparable to other similarly-titled measurements employed by other companies. Reimbursements for Out-of-Pocket Expenses In the normal course of our business, our operating segments incur certain out-of-pocket expenses that are thereafter reimbursed by our clients. Under 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 this presentation, we do not believe it is informative to include in reported revenues the amounts of reimbursed expenses and related revenues, as they offset each other in our consolidated results of operations with no impact to our net income or operating earnings. As a result, unless noted in this presentation, revenue and expense amounts exclude reimbursements for out-of-pocket expenses. Net Debt Net debt is computed as the sum of long-term debt, capital leases and short-term borrowings less cash and cash equivalents. Management believes that net debt is useful because it provides investors with an estimate of what the Company's debt would be if all available cash was used to pay down the debt of the Company. The measure is not meant to imply that management plans to use all available cash to pay down debt. Free Cash Flow Management believes free cash flow is useful to investors as it presents the amount of cash the Company has generated that can be used for other purposes, including additional contributions to the Company's defined benefit pension plans, discretionary prepayments of outstanding borrowings under our credit agreement, and return of capital to shareholders, among other purposes. It does not represent the residual cash flow of the Company available for discretionary expenditures. Segment and Consolidated Operating Earnings Operating earnings is the primary financial performance measure used by our senior management and chief operating decision maker to evaluate the financial performance of our Company and operating segments and make resource allocation and certain compensation decisions. Management believes operating earnings is useful to others in that it allows them to evaluate segment and consolidated operating performance using the same criteria our management and chief operating decision maker use. Consolidated operating earnings represent segment earnings including certain unallocated corporate and shared costs and credits, but before net corporate interest expense, stock option expense, amortization of customer-relationship intangible assets, contingent earnout adjustments, goodwill impairments, reserves on certain income tax assets, income taxes and net income or loss attributable to noncontrolling interests.
Appendix: Non-GAAP Financial Information (cont.) Segment and Consolidated Gross Profit Gross profit is defined as revenues less direct expenses which exclude indirect overhead expenses allocated to the business. Indirect expenses consist of centralized administrative support costs, regional and local shared services that are allocated to each segment based on usage. Adjusted EBITDA 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 the Company with recurring adjustments for depreciation and amortization, net corporate interest expense, contingent earnout adjustments, goodwill impairments, reserves on certain income tax assets, income taxes and stock-based compensation expense. Adjusted EBITDA is not a term defined by GAAP and as a result our measure of adjusted EBITDA might not be comparable to similarly titled measures used by other companies. Adjusted Revenue, Operating Earnings, Pretax Earnings, Net Income, Diluted Earnings per Share and EBITDA Included in non-GAAP adjusted measurements as an add back or subtraction to GAAP measurements, are impacts of amortization of customer-relationship intangible assets and contingent earnout adjustments, which arise from non-core items not directly related to our normal business or operations, or our future performance. Management believes it is useful to exclude these charges when comparing net income and diluted earnings per share across periods, as these charges are not from ordinary operations.
Total Revenues Before Reimbursements by Major Currency The following table illustrates revenue as a percentage of total revenue in the major currencies of the geographic areas in which Crawford does business: Three Months Ended (in thousands) December 31, 2022 December 31, 2021 Geographic Area Currency USD equivalent % of total USD equivalent % of total U.S. USD $ 210,615 65.4% $ 182,115 62.2% U.K. GBP 28,977 9.0% 32,153 11.0% Canada CAD 23,169 7.2% 22,493 7.7% Australia AUD 24,898 7.7% 21,166 7.2% Europe EUR 12,474 3.9% 13,133 4.5% Rest of World Various 22,055 6.8% 21,834 7.4% Total Revenues, before reimbursements $ 322,188 100.0% $ 292,894 100.0%
Reconciliation of Non-GAAP Items Revenues, Costs of Services Provided, and Operating Earnings Quarter Ended Quarter Ended Quarter Ended Quarter Ended December 31, December 31, December 31, December 31, Unaudited ($ in thousands) 2022 2019 2021 2018 Revenues Before Reimbursements Total Revenues $ 333,369 $ 302,969 Reimbursements (11,181 ) (10,075 ) Revenues Before Reimbursements 322,188 292,894 Costs of Services Provided, Before Reimbursements Total Costs of Services 249,361 230,931 Reimbursements (11,181 ) (10,075 ) Costs of Services Provided, Before Reimbursements $ 238,180 $ 220,856 Quarter Ended Quarter Ended Quarter Ended Quarter Ended December 31, December 31, December 31, December 31, Unaudited ($ in thousands) 2022 2019 2021 2018 Operating Earnings: North America Loss Adjusting $ 8,923 $ 3,211 International Operations (5,646 ) 1,519 Broadspire 6,722 4,540 Platform Solutions 13,032 9,215 Unallocated corporate and shared costs and credits, net 273 (9,425 ) Consolidated Operating Earnings 23,304 9,060 (Deduct) Add: Net corporate interest expense (4,110 ) (2,116 ) Stock option expense (70 ) (353 ) Amortization expense (2,052 ) (2,603 ) Contingent earnout adjustments 325 — Reserves on certain income tax assets (11,767 ) — Income tax provision (19,903 ) (2,389 ) Net loss attributable to noncontrolling interests 186 54 Net (Loss) Income Attributable to Shareholders of Crawford & Company $ (14,087 ) $ 1,653
Reconciliation of Non-GAAP Items Revenues, Costs of Services Provided, and Operating Earnings Year Ended Quarter Ended Year Ended Quarter Ended December 31, December 31, December 31, December 31, Unaudited ($ in thousands) 2022 2019 2021 2018 Revenues Before Reimbursements Total Revenues $ 1,231,226 $ 1,139,231 Reimbursements (41,744 ) (37,199 ) Revenues Before Reimbursements 1,189,482 1,102,032 Costs of Services Provided, Before Reimbursements Total Costs of Services 924,872 847,430 Reimbursements (41,744 ) (37,199 ) Costs of Services Provided, Before Reimbursements $ 883,128 $ 810,231 Year Ended Quarter Ended Year Ended Quarter Ended December 31, December 31, December 31, December 31, Unaudited ($ in thousands) 2022 2019 2021 2018 Operating Earnings: North America Loss Adjusting $ 19,431 $ 15,015 International Operations (13,269 ) 4,918 Broadspire 27,021 24,783 Platform Solutions 35,746 32,048 Unallocated corporate and shared costs and credits, net (5,459 ) (14,259 ) Consolidated Operating Earnings 63,470 62,505 (Deduct) Add: Net corporate interest expense (10,311 ) (6,559 ) Stock option expense (548 ) (1,053 ) Amortization expense (7,836 ) (11,029 ) Goodwill impairment (36,808 ) — Contingent earnout adjustments (2,921 ) — Reserves on certain income tax assets (11,767 ) — Income tax provision (11,811 ) (13,316 ) Net loss attributable to noncontrolling interests 227 144 Net (Loss) Income Attributable to Shareholders of Crawford & Company $ (18,305 ) $ 30,692
Reconciliation of Non-GAAP Items (cont.) Adjusted EBITDA ) Quarter Ended Quarter Ended December 31, December 31, December 31, December 31, Unaudited ($ in thousands) 2022 2019 2021 2018 Net (loss) income attributable to shareholders of Crawford & Company $ (14,087 ) $ 1,653 Add: Depreciation and amortization 8,719 9,408 Stock-based compensation 705 2,021 Net corporate interest expense 4,110 2,116 Contingent earnout adjustments (325 ) — Reserves on certain income tax assets 11,767 — Income tax provision 19,903 2,389 Adjusted EBITDA $ 30,792 $ 17,587 ) Year Ended Quarter Ended December 31, December 31, December 31, December 31, Unaudited ($ in thousands) 2022 2019 2021 2018 Net (loss) income attributable to shareholders of Crawford & Company $ (18,305 ) $ 30,692 Add: Depreciation and amortization 36,098 40,176 Stock-based compensation 4,923 7,585 Net corporate interest expense 10,311 6,559 Goodwill impairment 36,808 — Contingent earnout adjustments 2,921 — Reserves on certain income tax assets 11,767 — Income tax provision 11,811 13,316 Adjusted EBITDA $ 96,334 $ 98,328
Reconciliation of Non-GAAP Items (cont.) Net Debt December 31, December 31, December 31, December 31, Unaudited ($ in thousands) 2022 2019 2021 2018 Net Debt Short-term borrowings $ 26,966 $ 10,616 Current installments of finance leases and other obligations 82 88 Long-term debt and finance leases, less current installments 211,810 164,315 Total debt 238,858 175,019 Less: Cash and cash equivalents 46,007 53,228 Net debt $ 192,851 $ 121,791
Reconciliation of Non-GAAP Items (cont.) Segment Gross Profit Three months ended Three months ended ($ in thousands) December 31, 2022 December 31, 2019 December 31, 2021 December 31, 2018 Segment gross profit: North America Loss Adjusting $ 16,628 $ 11,578 International Operations 8,787 11,146 Broadspire 17,889 14,926 Platform Solutions 18,308 13,311 Segment gross profit 61,612 50,961 Segment indirect costs: North America Loss Adjusting (7,705 ) (8,367 ) International Operations (14,433 ) (9,627 ) Broadspire (11,167 ) (10,386 ) Platform Solutions (5,276 ) (4,096 ) Unallocated corporate and shared costs, net 273 (9,425 ) Consolidated operating earnings 23,304 9,060 Net corporate interest expense (4,110 ) (2,116 ) Stock option expense (70 ) (353 ) Amortization expense (2,052 ) (2,603 ) Contingent earnout adjustments 325 — Reserves on certain income tax assets (11,767 ) — Income tax provision (19,903 ) (2,389 ) Net loss attributable to noncontrolling interests 186 54 Net (loss) income attributable to shareholders of Crawford & Company $ (14,087) $ 1,653
Reconciliation of Fourth Quarter Non-GAAP Results Three Months Ended December 31, 2022 Unaudited ($ in thousands) Pretax Earnings Pretax (Loss) Earnings Net (Loss) Income Attributable to Crawford & Company(1) Net (Loss) Income Attributable to Crawford & Company Diluted (Loss) Earnings per CRD-A Share(1) Diluted (Loss) Earnings per CRD-A Share Diluted(Loss) Earnings per CRD-B Share(1) Diluted (Loss) Earnings per CRD-B Share GAAP $ 17,397 $ (14,087 ) $ (0.29 ) $ (0.29 ) Adjustments: Amortization of intangible assets 2,052 1,539 0.03 0.03 Income tax impact of third quarter goodwill impairment — 12,392 0.25 0.25 Contingent earnout adjustments (325 ) (241 ) — — Reserves on certain income tax assets — 11,767 0.24 0.24 Non-GAAP Adjusted $ 19,124 $ 11,370 $ 0.23 $ 0.23 Three Months Ended December 31, 2021 Unaudited ($ in thousands) Pretax Earnings Pretax Earnings Net Income Attributable to Crawford & Company Net Income Attributable to Crawford & Company Diluted Earnings per CRD-A Share Diluted Earnings per CRD-A Share Diluted Earnings per CRD-B Share Diluted Earnings per CRD-B Share GAAP $ 3,988 $ 1,653 $ 0.03 $ 0.03 Adjustments: Amortization of intangible assets 2,603 1,952 0.04 0.04 Non-GAAP Adjusted $ 6,591 $ 3,605 $ 0.07 $ 0.07 (1) Sum of reconciling items may differ from total due to rounding of individual components
Reconciliation of Full-Year Non-GAAP Results Year Ended December 31, 2022 Unaudited ($ in thousands) Pretax Earnings Pretax (Loss) Earnings Net (Loss) Income Attributable to Crawford & Company Net (Loss) Income Attributable to Crawford & Company Diluted (Loss) Earnings per CRD-A Share Diluted (Loss) Earnings per CRD-A Share Diluted(Loss) Earnings per CRD-B Share Diluted (Loss) Earnings per CRD-B Share GAAP $ 5,046 $ (18,305 ) $ (0.37 ) $ (0.37 ) Adjustments: Amortization of intangible assets 7,836 5,877 0.12 0.12 Goodwill impairment 36,808 33,300 0.67 0.67 Contingent earnout adjustments 2,921 2,163 0.04 0.04 Reserves on certain income tax assets — 11,767 0.24 0.24 Non-GAAP Adjusted $ 52,611 $ 34,802 $ 0.70 $ 0.70 Year Ended December 31, 2021 Unaudited ($ in thousands) Pretax Earnings Pretax Earnings Net Income Attributable to Crawford & Company Net Income Attributable to Crawford & Company Diluted Earnings per CRD-A Share Diluted Earnings per CRD-A Share Diluted Earnings per CRD-B Share Diluted Earnings per CRD-B Share GAAP $ 43,864 $ 30,692 $ 0.57 $ 0.57 Adjustments: Amortization of intangible assets 11,029 8,272 0.15 0.15 Non-GAAP Adjusted $ 54,893 $ 38,964 $ 0.72 $ 0.72