8-K
CRAWFORD & CO (CRD-A)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 9, 2022
CRAWFORD & COMPANY
(Exact Name of Registrant as Specified in Its Charter)
Georgia
(State or Other Jurisdiction of Incorporation)
| 1-10356 | 58-0506554 |
|---|---|
| (Commission File Number) | (IRS Employer Identification No.) |
| 5335 Triangle Parkway, Peachtree Corners, Georgia | 30092 |
| (Address of Principal Executive Offices) | (Zip Code) |
(404) 300-1000
(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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 |
|---|---|---|
| Class A Common Stock — $1.00 Par Value | CRD-A | New York Stock Exchange, Inc. |
| Class B Common Stock — $1.00 Par Value | CRD-B | New York Stock Exchange, Inc. |
Item 2.02. Results of Operations and Financial Condition
On May 9, 2022, Crawford & Company (the "Company") issued a press release containing information about the Company's financial results for the first 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, May 10, 2022 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. | Description |
|---|---|
| 99.1 | Press Release dated May 9, 2022 |
| 99.2 | Slide Presentation |
| 104 | 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.
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.
| CRAWFORD & COMPANY | ||
|---|---|---|
| (Registrant) | ||
| By: | /s/ W. BRUCE SWAIN | |
| W. Bruce Swain | ||
| Executive Vice President - | ||
| Chief Financial Officer | ||
| Dated: May 9, 2022 |
EX-99.1
Exhibit 99.1
Crawford & Company®
5335 Triangle Parkway
Peachtree Corners, GA 30092
FOR IMMEDIATE RELEASE
CRAWFORD & COMPANY REPORTS 2022 FIRST QUARTER RESULTS
DOUBLE DIGIT REVENUE GROWTH IN QUARTER
ATLANTA, (May 9, 2022) -- Crawford & Company® (NYSE: CRD-A and CRD-B), the world’s largest publicly listed independent provider of claims management and outsourcing solutions to carriers, brokers and corporations, today announced its financial results for the first quarter ended March 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
First Quarter 2022
• Revenues before reimbursements of $279.0 million, up 10% over $253.2 million for the 2021 first quarter
• Net income attributable to shareholders of $5.1 million, compared to $6.1 million in the same period last year
• Diluted earnings per share of $0.10 for both CRD-A and CRD-B, compared with $0.11 for both CRD-A and CRD-B in the prior year first quarter
Non-GAAP Consolidated Results
First Quarter 2022
Non-GAAP consolidated results for 2022 exclude the non-cash after-tax amortization of intangible assets of $1.3 million and the after-tax contingent earnout adjustment of $1.5 million. Non-GAAP consolidated results for 2021 exclude a similar adjustment for amortization of intangible assets of $2.1 million.
• Foreign currency exchange rates decreased revenues before reimbursements by $2.8 million or (1)%. Presented on a constant dollar basis to the prior year, revenues before reimbursements totaled $281.8 million, increasing 11% over $253.2 million for the 2021 first quarter
• Net income attributable to shareholders, on a non-GAAP basis, totaled $7.9 million in the 2022 first quarter, compared with $8.2 million in the same period last year
• Diluted earnings per share, on a non-GAAP basis, totaled $0.15 for both CRD-A and CRD-B in the 2022 first quarter, compared with $0.15 for both CRD-A and CRD-B in the prior year first quarter
• Consolidated adjusted operating earnings, on a non-GAAP basis, were $13.1 million, or 4.7% of revenues before reimbursements in the 2022 first quarter, compared with $13.0 million, or 5.1% of revenues, in the 2021 first quarter
• Consolidated adjusted EBITDA, a non-GAAP financial measure, was $21.9 million, or 7.8% of revenues before reimbursements in the 2022 first quarter, compared with $22.2 million, or 8.8% of revenues, in the 2021 first quarter
Management Comments
“Crawford’s strong top-line momentum continued into the first quarter with revenues increasing 10% over the prior year period, marking our fourth consecutive quarter of double-digit revenue growth. We experienced growth in all of our businesses, with particular strength in North America Loss Adjusting and Platform Solutions. Despite continued margin pressure within select international businesses, we remain confident in our ability to advance our strategic goals over the medium and long term,” commented Mr. Rohit Verma, chief executive officer of Crawford & Company.
“At the same time, we continued to execute on our disciplined capital allocation strategy, repurchasing approximately 2.2 million shares in the quarter. Notably, our share repurchases since 2018 have resulted in a net 10% reduction in outstanding shares, underscoring our confidence in the business and belief that Crawford shares present an attractive investment opportunity given their significant discount to our assessment of intrinsic value. We are excited about our future growth opportunities and ability to continue delivering long-term value for our shareholders,” concluded Mr. Verma.
Segment Results for the First Quarter
North America Loss Adjusting
North America Loss Adjusting revenues before reimbursements were $64.4 million in the first quarter of 2022, increasing 14.5% from $56.3 million in the first quarter of 2021, including $3.6 million from the edjuster, Inc. acquisition.
The segment had operating earnings of $4.1 million in the 2022 first quarter decreasing from $4.4 million in the first quarter of 2021. The operating margin was 6.4% in the 2022 quarter and 7.7% in the 2021 quarter.
International Operations
International Operations revenues before reimbursements were $89.3 million in the first quarter of 2022, up 3.2% from $86.5 million in the same period of 2021, including $1.0 million from the BosBoon acquisition. Absent foreign exchange rate decreases of $2.8 million, revenues would have been $92.1 million for the 2022 first quarter.
Operating losses were $(3.1) million in the 2022 first quarter, increasing from losses of $(0.7) million in the 2021 period. The segment’s operating margin for the 2022 quarter was (3.4)% as compared with (0.8)% in the 2021 quarter.
Broadspire
Broadspire segment revenues before reimbursements were $76.5 million in the 2022 first quarter, increasing 2.9% from $74.3 million in the 2021 first quarter.
Broadspire recorded operating earnings of $6.4 million in the first quarter of 2022, representing an operating margin of 8.4%, decreasing from $6.7 million, or 9.1% of revenues, in the 2021 first quarter.
Platform Solutions
Platform Solution revenues before reimbursements were $48.9 million in the first quarter of 2022, up 35.2% from $36.1 million in the same period of 2021, including $6.1 million from the Praxis Consulting acquisition.
Operating earnings were $8.0 million in the 2022 first quarter, doubling over $4.0 million from the 2021 period. The segment’s operating margin for the 2022 quarter was 16.5% as compared with 11.1% in the 2021 quarter.
Unallocated Corporate and Shared Costs and Credits, Net
Unallocated corporate costs were $2.5 million in the first quarter of 2022, compared with $1.4 million in the same period of 2021. Primary components of this variance was a $1.0 million Canada Emergency Wage Subsidy ("CEWS") benefit in 2021, not present in 2022, a $1.0 million increase in unallocated payroll taxes and benefits expense, and a $0.9 million increase in self-insurance and other unallocated costs, partially offset by a $1.8 million gain on the sale of our Canadian head office building in Kitchener, Ontario.
Other Matters
For the 2022 first quarter, the Company recognized no benefit from CEWS as compared with an overall benefit of $1.9 million in the 2021 first quarter. Also in the 2022 first quarter, the Company recognized a $1.8 million gain on the sale of our Canadian head office building in Kitchener, Ontario.
In addition, the Company recognized a pretax contingent earnout expense totaling $2.1 million in the 2022 first quarter 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 favorable changes to projections of acquired entities over the respective earnout periods, which span multiple years.
Subsequent Events
On April 1, 2022, the Company purchased assets associated with R.P. van Dijk B.V., a bodily injury loss adjusting company based in the Netherlands. The purchase price includes an initial cash consideration of $4.4 million and a maximum of $2.2 million payable over the next two years based on achieving certain revenue targets, as defined in the purchase agreement.
Balance Sheet and Cash Flow
The Company’s consolidated cash and cash equivalents position as of March 31, 2022, totaled $49.2 million, compared with $53.2 million at December 31, 2021. The Company’s total debt outstanding as of March 31, 2022, totaled $232.6 million, compared with $175.0 million at December 31, 2021.
The Company’s operations used $15.3 million of cash during 2022, compared with $1.6 million provided in 2021. The decrease in cash provided by operating activities was primarily due to increased incentive compensation payments of $6.4 million in 2022 compared to 2021, $4.9 million of prior year benefits received related to CEWS and other related COVID programs that were not present in 2022, and timing of U.S. payroll taxes and other prepaids.
The Company made no contributions to its U.S. defined benefit pension plan and $0.2 million to its U.K. plans for each of the three months ended March 31, 2022 and 2021.
During 2022, the Company repurchased 1,498,084 shares of CRD-A and 719,874 shares of CRD-B at an average per share cost of $7.23 and $7.31, respectively. The total cost of share repurchases during 2022 was $16.1 million.
Conference Call
As previously announced, Crawford & Company will host a conference call on May 10, 2022, at 8:30 a.m. Eastern Time to discuss its first quarter 2022 results. The conference call can be accessed live by dialing 1-833-900-2283 and using Conference ID 3598119. 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 June 10, 2022. You may dial 1-800-585-8367 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, amortization of customer-relationship intangible assets, contingent earnout adjustments, 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 recurring adjustments for depreciation and amortization, net corporate interest expense, contingent earnout adjustments, 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.
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:
| (in thousands) | March 31,2021 | |||||||
| Geographic Area | Currency | % of total | equivalent | % of total | ||||
| U.S. | 59.3 | % | 57.4 | % | ||||
| U.K. | 12.2 | % | 12.7 | % | ||||
| Canada | CAD | 8.7 | % | 8.4 | % | |||
| Australia | AUD | 6.7 | % | 9.6 | % | |||
| Europe | 4.8 | % | 5.2 | % | ||||
| Rest of World | Various | 8.3 | % | 6.7 | % | |||
| Total Revenues, before reimbursements | 100.0 | % | 100.0 | % |
All values are in British Pounds.
Following is a reconciliation of segment and consolidated operating earnings to net income attributable to shareholders of Crawford & Company on a GAAP basis:
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| (in thousands) | March 31, 2022 | March 31, 2021 | ||||
| Operating earnings: | ||||||
| North America Loss Adjusting | $ | 4,135 | $ | 4,361 | ||
| International Operations | (3,067 | ) | (673 | ) | ||
| Broadspire | 6,434 | 6,734 | ||||
| Platform Solutions | 8,038 | 4,018 | ||||
| Unallocated corporate and shared costs, net | (2,452 | ) | (1,414 | ) | ||
| Consolidated operating earnings | 13,088 | 13,026 | ||||
| (Deduct) add: | ||||||
| Net corporate interest expense | (1,519 | ) | (1,582 | ) | ||
| Stock option expense | (205 | ) | (140 | ) | ||
| Amortization expense | (1,726 | ) | (2,799 | ) | ||
| Contingent earnout adjustments | (2,056 | ) | — | |||
| Income tax provision | (2,426 | ) | (2,471 | ) | ||
| Net (income) loss attributable to noncontrolling interests and redeemable noncontrolling interests | (60 | ) | 30 | |||
| Net income attributable to shareholders of Crawford & Company | $ | 5,096 | $ | 6,064 |
Following is a reconciliation of net income attributable to shareholders of Crawford & Company on a GAAP basis to non-GAAP adjusted EBITDA:
| Three Months Ended | ||||
|---|---|---|---|---|
| (in thousands) | March 31,<br>2022 | March 31,<br>2021 | ||
| Net income attributable to shareholders of Crawford & Company | $ | 5,096 | $ | 6,064 |
| Add: | ||||
| Depreciation and amortization | 9,099 | 10,478 | ||
| Stock-based compensation | 1,660 | 1,609 | ||
| Net corporate interest expense | 1,519 | 1,582 | ||
| Contingent earnout adjustments | 2,056 | — | ||
| Income tax provision | 2,426 | 2,471 | ||
| Non-GAAP adjusted EBITDA | $ | 21,856 | $ | 22,204 |
Following is a reconciliation of operating cash flow to free cash flow for the three months ended March 31, 2022 and 2021:
| Three Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | March 31, 2022 | March 31, 2021 | Change | ||||||
| Net Cash (Used in) Provided by Operating Activities | $ | (15,253 | ) | $ | 1,577 | $ | (16,830 | ) | |
| Less: | |||||||||
| Property & Equipment Purchases, net | (1,340 | ) | (618 | ) | (722 | ) | |||
| Capitalized Software (internal and external costs) | (6,275 | ) | (4,354 | ) | (1,921 | ) | |||
| Free Cash Flow | $ | (22,868 | ) | $ | (3,395 | ) | $ | (19,473 | ) |
Following are the reconciliations of GAAP Revenue, Operating Earnings, Pretax Earnings, Net Income and Earnings Per Share to related non-GAAP Adjusted figures, which reflect 2022 before amortization of intangible assets and contingent earnout adjustments, and for 2021 exclude the amortization of intangible assets:
| Three Months Ended March 31, 2022 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | Revenues | Non-GAAP <br>Operating earnings | Pretax earnings | Net income <br>attributable to Crawford & Company | Diluted earnings per <br>CRD-A <br>share | Diluted earnings per <br>CRD-B <br>share | ||||||
| GAAP | $ | 279,025 | $ | 13,088 | $ | 7,582 | $ | 5,096 | $ | 0.10 | $ | 0.10 |
| Adjustments: | ||||||||||||
| Amortization of intangible assets | — | — | 1,726 | 1,295 | 0.02 | 0.02 | ||||||
| Contingent earnout adjustments | — | — | 2,056 | 1,522 | 0.03 | 0.03 | ||||||
| Non-GAAP Adjusted | $ | 279,025 | $ | 13,088 | $ | 11,364 | $ | 7,913 | $ | 0.15 | $ | 0.15 |
| Three Months Ended March 31, 2021 | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (in thousands) | Revenues | Non-GAAP Operating earnings | Pretax earnings | Net income <br>attributable to Crawford & Company | Diluted earnings per <br>CRD-A <br>share | Diluted earnings per <br>CRD-B <br>share | ||||||
| GAAP | $ | 253,181 | $ | 13,026 | $ | 8,505 | $ | 6,064 | $ | 0.11 | $ | 0.11 |
| Adjustments: | ||||||||||||
| Amortization of intangible assets | — | — | 2,799 | 2,099 | 0.04 | 0.04 | ||||||
| Non-GAAP Adjusted | $ | 253,181 | $ | 13,026 | $ | 11,304 | $ | 8,163 | $ | 0.15 | $ | 0.15 |
Following is information regarding the weighted average shares used in the computation of basic and diluted earnings per share:
| Three Months Ended | ||||
|---|---|---|---|---|
| (in thousands) | March 31, 2022 | March 31, 2021 | ||
| Weighted-Average Shares Used to Compute Basic Earnings Per Share: | ||||
| Class A Common Stock | 30,908 | 30,824 | ||
| Class B Common Stock | 20,780 | 22,464 | ||
| Weighted-Average Shares Used to Compute Diluted Earnings Per Share: | ||||
| Class A Common Stock | 31,168 | 31,106 | ||
| Class B Common Stock | 20,780 | 22,464 |
Further information regarding the Company’s operating results for the three months ended March 31, 2022, financial position as of March 31, 2022, and cash flows for the three months ended March 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
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. |
|---|
CRAWFORD & COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Unaudited
(In Thousands, Except Per Share Amounts and Percentages)
| Three Months Ended March 31, | 2022 | 2021 | % Change | |||||
|---|---|---|---|---|---|---|---|---|
| Revenues: | ||||||||
| Revenues Before Reimbursements | $ | 279,025 | $ | 253,181 | 10 | % | ||
| Reimbursements | 8,764 | 8,974 | (2 | )% | ||||
| Total Revenues | 287,789 | 262,155 | 10 | % | ||||
| Costs and Expenses: | ||||||||
| Costs of Services Provided, Before Reimbursements | 205,581 | 185,202 | 11 | % | ||||
| Reimbursements | 8,764 | 8,974 | (2 | )% | ||||
| Total Costs of Services | 214,345 | 194,176 | 10 | % | ||||
| Selling, General, and Administrative Expenses | 64,841 | 58,702 | 10 | % | ||||
| Corporate Interest Expense, Net | 1,519 | 1,582 | (4 | )% | ||||
| Total Costs and Expenses | 280,705 | 254,460 | 10 | % | ||||
| Other Income, Net | 498 | 810 | (39 | )% | ||||
| Income Before Income Taxes | 7,582 | 8,505 | (11 | )% | ||||
| Provision for Income Taxes | 2,426 | 2,471 | (2 | )% | ||||
| Net Income | 5,156 | 6,034 | (15 | )% | ||||
| Net (Income) Loss Attributable to Noncontrolling Interests and Redeemable Noncontrolling Interests | (60 | ) | 30 | nm | ||||
| Net Income Attributable to Shareholders of Crawford & Company | $ | 5,096 | $ | 6,064 | (16 | )% | ||
| Earnings Per Share - Basic: | ||||||||
| Class A Common Stock | $ | 0.10 | $ | 0.11 | (9 | )% | ||
| Class B Common Stock | $ | 0.10 | $ | 0.11 | (9 | )% | ||
| Earnings Per Share - Diluted: | ||||||||
| Class A Common Stock | $ | 0.10 | $ | 0.11 | (9 | )% | ||
| Class B Common Stock | $ | 0.10 | $ | 0.11 | (9 | )% | ||
| Cash Dividends Per Share: | ||||||||
| Class A Common Stock | $ | 0.06 | $ | 0.06 | — | |||
| Class B Common Stock | $ | 0.06 | $ | 0.06 | — |
CRAWFORD & COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
As of March 31, 2022 and December 31, 2021
Unaudited
(In Thousands, Except Par Values)
| December 31, | |||||
|---|---|---|---|---|---|
| 2021 | |||||
| ASSETS | |||||
| Current Assets: | |||||
| Cash and Cash Equivalents | 49,156 | $ | 53,228 | ||
| Accounts Receivable, Net | 126,388 | 134,458 | |||
| Unbilled Revenues, at Estimated Billable Amounts | 130,417 | 118,722 | |||
| Income Taxes Receivable | 4,936 | 4,936 | |||
| Prepaid Expenses and Other Current Assets | 38,613 | 34,576 | |||
| Total Current Assets | 349,510 | 345,920 | |||
| Net Property and Equipment | 32,120 | 33,721 | |||
| Other Assets: | |||||
| Operating Lease Right-of-Use Asset, Net | 95,894 | 99,369 | |||
| Goodwill | 114,710 | 116,526 | |||
| Intangible Assets Arising from Business Acquisitions, Net | 95,187 | 97,571 | |||
| Capitalized Software Costs, Net | 75,958 | 75,802 | |||
| Deferred Income Tax Assets | 20,790 | 21,266 | |||
| Other Noncurrent Assets | 61,465 | 62,464 | |||
| Total Other Assets | 464,004 | 472,998 | |||
| Total Assets | 845,634 | $ | 852,639 | ||
| LIABILITIES AND SHAREHOLDERS’ INVESTMENT | |||||
| Current Liabilities: | |||||
| Short-Term Borrowings | 32,261 | $ | 10,704 | ||
| Accounts Payable | 43,141 | 48,470 | |||
| Accrued Compensation and Related Costs | 80,304 | 96,018 | |||
| Self-Insured Risks | 14,145 | 13,222 | |||
| Income Taxes Payable | 1,173 | 1,200 | |||
| Operating Lease Liability | 23,593 | 25,238 | |||
| Other Accrued Liabilities | 54,772 | 76,884 | |||
| Deferred Revenues | 31,872 | 32,119 | |||
| Total Current Liabilities | 281,261 | 303,855 | |||
| Noncurrent Liabilities: | |||||
| Long-Term Debt and Finance Leases, Less Current Installments | 200,304 | 164,315 | |||
| Operating Lease Liability | 86,662 | 88,408 | |||
| Deferred Revenues | 24,187 | 23,786 | |||
| Accrued Pension Liabilities | 15,359 | 17,892 | |||
| Other Noncurrent Liabilities | 42,385 | 42,986 | |||
| Total Noncurrent Liabilities | 368,897 | 337,387 | |||
| Shareholders’ Investment: | |||||
| Class A Common Stock, 1.00 Par Value | 29,587 | 30,996 | |||
| Class B Common Stock, 1.00 Par Value | 20,092 | 20,812 | |||
| Additional Paid-in Capital | 75,800 | 74,229 | |||
| Retained Earnings | 254,480 | 266,369 | |||
| Accumulated Other Comprehensive Loss | (183,731 | ) | (180,441 | ) | |
| Shareholders’ Investment Attributable to Shareholders of Crawford & Company | 196,228 | 211,965 | |||
| Noncontrolling Interests | (752 | ) | (568 | ) | |
| Total Shareholders’ Investment | 195,476 | 211,397 | |||
| Total Liabilities and Shareholders’ Investment | 845,634 | $ | 852,639 |
All values are in US Dollars.
CRAWFORD & COMPANY
SUMMARY RESULTS BY OPERATING SEGMENT WITH DIRECT COMPENSATION AND OTHER EXPENSES
Unaudited
(In Thousands, Except Percentages)
Three Months Ended March 31,
| North America Loss Adjusting | % | International Operations | % | Broadspire | % | Platform Solutions | % | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Change | 2022 | 2021 | Change | 2022 | 2021 | Change | 2022 | 2021 | Change | |||||||||||
| Revenues Before Reimbursements | $ | 64,438 | $ | 56,298 | 14.5% | $ | 89,272 | $ | 86,467 | 3.2% | $ | 76,454 | $ | 74,276 | 2.9% | $ | 48,861 | $ | 36,140 | 35.2% | ||
| Direct Compensation, Fringe Benefits & Non-Employee Labor | 46,497 | 40,287 | 15.4% | 63,006 | 60,356 | 4.4% | 47,949 | 45,670 | 5.0% | 31,851 | 23,271 | 36.9% | ||||||||||
| % of Revenues Before Reimbursements | 72.2% | 71.6% | 70.6% | 69.8% | 62.7% | 61.5% | 65.2% | 64.4% | ||||||||||||||
| Expenses Other than Reimbursements, Direct Compensation, Fringe Benefits & Non-Employee Labor | 13,806 | 11,650 | 18.5% | 29,333 | 26,784 | 9.5% | 22,071 | 21,872 | 0.9% | 8,972 | 8,851 | 1.4% | ||||||||||
| % of Revenues Before Reimbursements | 21.4% | 20.7% | 32.9% | 31.0% | 28.9% | 29.4% | 18.4% | 24.5% | ||||||||||||||
| Total Operating Expenses | 60,303 | 51,937 | 16.1% | 92,339 | 87,140 | 6.0% | 70,020 | 67,542 | 3.7% | 40,823 | 32,122 | 27.1% | ||||||||||
| Operating Earnings (Loss) (1) | $ | 4,135 | $ | 4,361 | (5.2)% | $ | (3,067 | ) | $ | (673 | ) | (355.7)% | $ | 6,434 | $ | 6,734 | (4.5)% | $ | 8,038 | $ | 4,018 | 100.0% |
| % of Revenues Before Reimbursements | 6.4% | 7.7% | (3.4)% | (0.8)% | 8.4% | 9.1% | 16.5% | 11.1% |
(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, amortization of customer-relationship intangible assets, contingent earnout adjustments, and certain unallocated corporate and shared costs and credits. See pages 3 and 4 for additional information about segment operating earnings.
CRAWFORD & COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Year to Date Period Ended March 31, 2022 and March 31, 2021
Unaudited
(In Thousands)
| 2022 | 2021 | |||||
|---|---|---|---|---|---|---|
| Cash Flows From Operating Activities: | ||||||
| Net income | $ | 5,156 | $ | 6,034 | ||
| Reconciliation of net income to net cash (used in) provided by operating activities: | ||||||
| Depreciation and amortization | 9,099 | 10,478 | ||||
| Stock-based compensation | 1,660 | 1,609 | ||||
| Gain on sale of property and equipment | (1,747 | ) | (17 | ) | ||
| Increase in contingent consideration valuation | 2,056 | — | ||||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable, net | 6,542 | 888 | ||||
| Unbilled revenues, net | (13,022 | ) | (6,632 | ) | ||
| Accrued or prepaid income taxes | 266 | 511 | ||||
| Accounts payable and accrued liabilities | (14,902 | ) | (8,032 | ) | ||
| Deferred revenues | 402 | 1,783 | ||||
| Accrued retirement costs | (4,738 | ) | (5,457 | ) | ||
| Prepaid expenses and other operating activities | (6,025 | ) | 412 | |||
| Net cash (used in) provided by operating activities | (15,253 | ) | 1,577 | |||
| Cash Flows From Investing Activities: | ||||||
| Acquisitions of property and equipment | (1,340 | ) | (618 | ) | ||
| Capitalization of computer software costs | (6,275 | ) | (4,354 | ) | ||
| Proceeds from settlement of life insurance policies | — | 3,054 | ||||
| Payments for business acquisitions, net of cash acquired | (21,273 | ) | (3,786 | ) | ||
| Cash proceeds from sale of property and equipment | 3,032 | — | ||||
| Net cash used in investing activities | (25,856 | ) | (5,704 | ) | ||
| Cash Flows From Financing Activities: | ||||||
| Cash dividends paid | (3,114 | ) | (3,198 | ) | ||
| Repurchases of common stock | (16,089 | ) | (1,190 | ) | ||
| Increases in short-term and revolving credit facility borrowings | 61,816 | 17,126 | ||||
| Payments on short-term and revolving credit facility borrowings | (3,989 | ) | (11,729 | ) | ||
| Payments of contingent consideration on acquisitions | (746 | ) | — | |||
| Other financing activities | (270 | ) | (399 | ) | ||
| Net cash provided by financing activities | 37,608 | 610 | ||||
| Effects of exchange rate changes on cash and cash equivalents | (321 | ) | 1,584 | |||
| Decrease in cash, cash equivalents, and restricted cash(1) | (3,822 | ) | (1,933 | ) | ||
| 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) | $ | 49,867 | $ | 42,723 |
(1)The 2022 amounts include beginning restricted cash of $461,000 at December 31, 2021, and ending restricted cash of $711,000 at March 31, 2022, which we present as part of "Prepaid expenses and other current assets" on the Balance Sheets.
Crawford & Company First Quarter 2022 Earnings Conference Call CRD-A & CRD-B (NYSE)
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 three 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, 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.
Demonstrated ability to execute on inorganic growth strategy First Quarter 2022 Crawford’s strong top-line momentum continued into 2022 with double-digit revenue growth for the fourth consecutive quarter Our strategy execution continues to bear favorable results Complementing our earlier acquisition of BosBoon, Crawford acquired the assets of R.P. van Dijk B.V., a Netherlands-based loss adjusting company focused on bodily injury claims Transforms Crawford into a leading bodily injury player in the Netherlands We experienced revenue growth in all of our businesses, especially in North America Loss Adjusting and Platform Solutions Despite continued margin pressure within select International Operations, we remain confident in our ability to advance our strategic goals over the medium and long term Key Highlights Q1 2022 GAAP METRICS $0.10 CRD-A & CRD-B EPS $5.1M Net Income $279.0M Revenues
Corporate Strategy We have realigned our segments to create better scale and synergies by moving to a geographic-centered reporting structure¹ Evolving Crawford’s Strategy for Long-Term Growth North America Loss Adjusting Broadspire (US-only) International Operations Platform Solutions (US-only) Effective January 1, 2022; detailed in 8-K issued on April 4, 2022
We’re committed to employing a disciplined approach to capital allocation Investing in long-term growth through Cap Ex and M&A Continuing buyback program Additional 5M share repurchase authorization for CRD-A and CRD-B1 Our Capital Allocation Strategy Acquire adjacent services to bolster presence in property claim ecosystem Bolster technical capabilities by attracting top-tier technical 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 Refer to 8-K filed on 2/11/22 CRD Share Repurchase Authorization 8-K Our M&A Approach
Corporate Strategy Overview
7 Impact Across Our Global Service Lines (GSLs) First Quarter 2022 Performance Q1 revenue growth of 14.5% over prior year Onboarded 35 specialist adjusters in Q1 2022 progressing toward our three-year goal of recruiting 200 specialists Aided by recovering economic activity in U.S. and Canada Q1 revenue growth of 2.9% over prior year Medical management continues to show early signs of recovery Q1 revenue growth of 3.2% over prior year Margin pressures continue to impact certain business lines in the U.K., Australia and Asia Q1 Revenues $64.4M “OE” refers to Operating Earnings 23% of total Q1 revenues North America Loss Adjusting Q1 OE¹ $4.1M International Operations 32% of total Q1 revenues Broadspire (US-only) 27% of total Q1 revenues Q1 revenue growth of 35.2% over prior year Contributions from Praxis and Networks drove margin expansion given strong flow through Platform Solutions (US-only) 18% of total Q1 revenues Q1 Revenues $89.3M Q1 OE $(3.1M) Q1 Revenues $76.5M Q1 OE $6.4M Q1 Revenues $48.9M Q1 OE $8.0M
Net Promoter Score Increased overall score to 52, up 1 point from Q4 2021 and 7 points from Q1 2021 Referenced as part of our standard operations to further improve client service Added $43.5 million in new and enhanced business in Q1 2022 New and Renewal Business Activity¹ Retained 91% of our US Broadspire business in Q1 2022 Increasing market share with key carrier clients 8 Customer Excellence Exceeded pre-pandemic client service delivery levels (1) Estimated new and enhanced revenue won during 2022 52 NPS 91% a Retained US Broadspire business New and enhanced business won $43.5M
Environmental, Social and Governance We are continuing to look for opportunities across our enterprise to become more socially responsible and are increasingly integrating ESG best practices into our operations ENTERPRISE PRINTING: Reducing carbon footprint in our offices through local/personal printer removal and installing departmental printers globally. Environmental Stewardship Diversity, Equity, and Inclusion Manager Acceleration Program (MAP) to empower the next generation of leaders -1,340 participants in 2021 Pledge to fill at least 70% of open positions with in-house talent Employee Resource Groups (ERGs) to encourage a sense of belonging and enable change Human Capital Management Ensuring appropriate oversight on material issues and openness to stakeholders: Introducing best-in-class procedures to oversee and protect data privacy Aligning several enterprise-level policies to best practices Reviewing existing Code of Conduct Corporate Governance SOURCING: Incorporating a Sustainability clause in all Master & Professional Services Agreements FLEET: Introduced hybrid, plug-in hybrid and all‑electric vehicles into our corporate fleet program 55% WOMEN REPRESENTATION GLOBALLY 50% 25% 32% COUNTRY PRESIDENT ROLES EXECUTIVE LEVEL SENIOR LEVEL 16% BLACK AND AFRICAN AMERICAN 50% WOMEN AND MINORITIES WOMAN NON-EXECUTIVE BOARD CHAIR
Financial Overview
(1) See appendix for non-GAAP explanation and reconciliation of non-GAAP measures. 11 First Quarter 2022 Financial Summary Quarter Ended March 31, March 31, ($ in millions, except per share amounts) 2022 2021 % Change Revenues $279.0 $253.2 10% Non-GAAP Revenues excluding foreign exchange fluctuations(1) $281.8 $253.2 11% Net Income Attributable to Shareholders of Crawford & Company $5.1 $6.1 (16)% Diluted Earnings per Share CRD-A $0.10 $0.11 (9)% CRD-B $0.10 $0.11 (9)% Non-GAAP Diluted Earnings per Share 1 CRD-A $0.15 $0.15 - CRD-B $0.15 $0.15 - Adjusted Operating Earnings 1 $13.1 $13.0 - Adjusted Operating Margin 1 4.7% 5.1% (40bps) Adjusted EBITDA 1 $21.9 $22.2 (2%) Adjusted EBITDA Margin 1 7.8% 8.8% (100bps)
North America Loss Adjusting Q1 Highlights Q1 revenue growth of 14.5% over prior year Onboarded 35 specialist adjusters in Q1 2022 progressing toward our three-year goal of recruiting 200 specialists Aided by recovering economic activity in U.S. and Canada Operating Results (1Q 2022 v. 1Q 2021) Revenues of $64.4 million versus $56.3 million Constant dollar revenues of $64.4 million Gross profit of $11.1 million versus $11.3 million Gross profit margin of 17.2% versus 20.0% Operating earnings of $4.1 million versus $4.4 million Operating margin of 6.4% versus 7.7% Three months ended (in thousands, except percentages) March 31, 2022 March 31, 2021 Variance Revenues $64,438 $56,298 14.5% Direct expenses 53,370 45,043 18.5% Gross profit 11,068 11,255 (1.7)% Indirect expenses 6,933 6,894 0.6% Operating earnings $4,135 $4,361 (5.2)% Gross profit margin 17.2% 20.0% (2.8)% Operating margin 6.4% 7.7% (1.3)% Total cases received 76,993 68,300 12.7% Full time equivalent employees 1,952 1,734 12.6%
International Operations Q1 Highlights Q1 revenue growth of 3.2% over prior year Margin pressures continue to impact certain business lines in the U.K., Australia and Asia Operating Results (1Q 2022 v. 1Q 2021) Revenues of $89.3 million versus $86.5 million Constant dollar revenues of $92.1 million Gross profit of $10.0 million versus $11.4 million Gross profit margin of 11.2% versus 13.1% Operating losses of $(3.1) million versus $(0.7) million Operating margin of (3.4)% versus (0.8)% Three months ended (in thousands, except percentages) March 31, 2022 March 31, 2021 Variance Revenues $89,272 $86,467 3.2% Direct expenses 79,308 75,092 5.6% Gross profit 9,964 11,375 (12.4)% Indirect expenses 13,031 12,048 8.2% Operating losses $(3,067) $(673) (355.7)% Gross profit margin 11.2% 13.1% (1.9)% Operating margin (3.4)% (0.8)% (2.6)% Total cases received 137,090 104,704 30.9% Full time equivalent employees 3,608 3,453 4.5%
Broadspire Q1 Highlights Q1 revenue growth of 2.9% over prior year Medical management continues to show early signs of recovery Operating Results (1Q 2022 v. 1Q 2021) Revenues of $76.5 million versus $74.3 million Gross profit of $16.4 million versus $16.5 million Gross profit margin of 21.5% versus 22.2% Operating earnings of $6.4 million versus $6.7 million Operating margin of 8.4% versus 9.1% Three months ended (in thousands, except percentages) March 31, 2022 March 31, 2021 Variance Revenues $76,454 $74,276 2.9% Direct expenses 60,038 57,757 3.9% Gross profit 16,416 16,519 (0.6)% Indirect expenses 9,982 9,785 2.0% Operating earnings $6,434 $6,734 (4.5)% Gross profit margin 21.5% 22.2% (0.7)% Operating margin 8.4% 9.1% (0.7)% Total cases received 138,920 125,176 11.0% Full time equivalent employees 2,421 2,215 9.3%
Platform Solutions Q1 Highlights Q1 revenue growth of 35.2% over prior year Contributions from Praxis and Networks drove margin expansion given strong flow through Operating Results (1Q 2022 v. 1Q 2021) Revenues of $48.9 million versus $36.1 million Gross profit of $12.5 million versus $7.9 million Gross profit margin of 25.6% versus 21.8% Operating earnings of $8.0 million versus $4.0 million Operating margin of 16.5% versus 11.1% Three months ended (in thousands, except percentages) March 31, 2022 March 31, 2021 Variance Revenues $48,861 $36,140 35.2% Direct expenses 36,330 28,268 28.5% Gross profit 12,531 7,872 59.2% Indirect expenses 4,493 3,854 16.6% Operating earnings $8,038 $4,018 100.0% Gross profit margin 25.6% 21.8% 3.8% Operating margin 16.5% 11.1% 5.4% Total cases received 109,992 91,612 20.1% Full time equivalent employees 1,203 796 51.1%
Additional Financial Matters Unallocated Corporate and Shared Costs and Credits Unallocated corporate costs of $2.5 million in 2022 compared to $1.4 million in the prior year period Primary components of this variance were a Canada Emergency Wage Subsidy ("CEWS") benefit in 2021 (not present in 2022), an increase in unallocated payroll taxes and benefits, and an increase in self-insurance and other unallocated costs, partially offset by a $1.8 million gain on the 2022 sale of our Canadian head office building in Kitchener, Ontario Contingent Earnout Adjustment Recognized a non-operational $2.1 million pretax adjustment to a contingent earnout in the 2022 first quarter Based on favorable changes to projections of certain acquired entities Canada Emergency Wage Subsidy No benefit from CEWS in 2022, compared to a benefit of $1.9 million in the prior year period Share Repurchases Repurchased 1,498,084 shares of CRD-A and 719,874 shares of CRD-B at an average cost per share of $7.23 and $7.31, respectively during the quarter Total cost of share repurchases during 2022 was $16.1 million Subsequent Event Subsequent to quarter end we purchased certain assets of R.P. Van Dijk B.V. in the Netherlands The purchase price includes an upfront payment of $4.4 million in cash with a maximum payment of $2.2 million in an earnout over a two-year period
(1) See Appendix for non-GAAP explanation and reconciliation Balance Sheet Highlights Unaudited ($ in thousands) March 31, 2022 December 31, 2019 December 31, 2021 December 31, 2018 Change Change Cash and cash equivalents $ 49,156 $ 53,228 $ (4,072 ) Accounts receivable, net 126,388 134,458 (8,070 ) Unbilled revenues, net 130,417 118,722 11,695 Total receivables 256,805 253,180 3,625 Goodwill 114,710 116,526 (1,816) Intangible assets arising from business acquisitions, net 95,187 97,571 (2,384) Deferred revenues 56,059 55,905 154 Pension liabilities 15,359 17,892 (2,533 ) Short-term borrowings and current portion of finance leases 32,261 10,704 21,557 Long-term debt, less current portion 200,304 164,315 35,989 Total debt 232,565 175,019 57,546 Total stockholders' equity attributable to Crawford & Company 196,228 211,965 (15,737 ) Net debt 1 183,409 121,791 61,618
18 Net Debt and Pension Liability $183.4 million $15.4 million Net debt at $183.4 million Pension liability at $15.4 million $106.4 million $105.2 million Leverage Ratio of 2.06x EBITDA at end of Q1 2022 Funded Ratio of 95.6% at end of Q1 2022
(1) See Appendix for non-GAAP explanation and reconciliation Operating And Free Cash Flow For the period ended March 31, Unaudited ($ in thousands) 2022 2019 2021 2018 Change Change Net Income Attributable to Shareholders of Crawford & Company $ 5,096 $ 6,064 $ (968 ) Depreciation and Other Non-Cash Operating Items 10,819 12,057 (1,238 ) Gain on Disposals of Property and Equipment, net (1,747 ) (17 ) (1,730 ) Contingent Earnout Adjustments 2,056 — 2,056 Billed Receivables Change 6,542 888 5,654 Unbilled Receivables Change (13,022 ) (6,632 ) (6,390 ) Change in Accrued Compensation, 401K, and Other Payroll (16,025 ) (10,044 ) (5,981 ) Change in Accrued and Prepaid Income Taxes 266 511 (245 ) CEWS and other Related COVID Programs — 4,847 (4,847 ) Other Working Capital Changes (9,078 ) (5,947 ) (3,131 ) U.S. and U.K. Pension Contributions (160 ) (150 ) (10 ) Cash Flows from Operating Activities (15,253 ) 1,577 (16,830 ) Property & Equipment Purchases, net (1,340 ) (618 ) (722 ) Capitalized Software (internal and external costs) (6,275 ) (4,354 ) (1,921 ) Free Cash Flow1 $ (22,868 ) $ (3,395 ) $ (19,473 )
20 9,400 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, 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, 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, the goodwill impairment and loss on disposition of business, 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) March 31, 2022 March 31, 2021 Geographic Area Currency USD equivalent % of total USD equivalent % of total U.S. USD $ 165,493 59.3% $ 145,402 57.4% U.K. GBP 34,050 12.2% 32,223 12.7% Canada CAD 24,260 8.7% 21,234 8.4% Australia AUD 18,717 6.7% 24,210 9.6% Europe EUR 13,272 4.8% 13,264 5.2% Rest of World Various 23,233 8.3% 16,848 6.7% Total Revenues, before reimbursements $ 279,025 100.0% $ 253,181 100.0%
Reconciliation of Non-GAAP Items Revenues, Costs of Services Provided, and Operating Earnings Quarter Ended Quarter Ended Quarter Ended Quarter Ended March 31, December 31, March 31, December 31, Unaudited ($ in thousands) 2022 2019 2021 2018 Revenues Before Reimbursements Total Revenues $ 287,789 $ 262,155 Reimbursements (8,764 ) (8,974 ) Revenues Before Reimbursements 279,025 253,181 Costs of Services Provided, Before Reimbursements Total Costs of Services 214,345 194,176 Reimbursements (8,764 ) (8,974 ) Costs of Services Provided, Before Reimbursements $ 205,581 $ 185,202 Quarter Ended Quarter Ended Quarter Ended Quarter Ended March 31, December 31, March 31, December 31, Unaudited ($ in thousands) 2022 2019 2021 2018 Operating Earnings: North America Loss Adjusting $ 4,135 $ 4,361 International Operations (3,067 ) (673 ) Broadspire 6,434 6,734 Platform Solutions 8,038 4,018 Unallocated corporate and shared costs and credits, net (2,452 ) (1,414 ) Consolidated Operating Earnings 13,088 13,026 (Deduct) Add: Net corporate interest expense (1,519 ) (1,582 ) Stock option expense (205 ) (140 ) Amortization expense (1,726 ) (2,799 ) Contingent earnout adjustments (2,056 ) — Income tax provision (2,426 ) (2,471 ) Net (income) loss attributable to noncontrolling interests and redeemable noncontrolling interests (60 ) 30 Net Income Attributable to Shareholders of Crawford & Company $ 5,096 $ 6,064
Reconciliation of Non-GAAP Items (cont.) Adjusted EBITDA ) Quarter Ended Quarter Ended March 31, December 31, March 31, December 31, Unaudited ($ in thousands) 2022 2019 2021 2018 Net income attributable to shareholders of Crawford & Company $ 5,096 $ 6,064 Add: Depreciation and amortization 9,099 10,478 Stock-based compensation 1,660 1,609 Net corporate interest expense 1,519 1,582 Contingent earnout adjustments 2,056 — Income tax provision 2,426 2,471 Adjusted EBITDA $ 21,856 $ 22,204
Reconciliation of Non-GAAP Items (cont.) Net Debt March 31, December 31, December 31, December 31, Unaudited ($ in thousands) 2022 2019 2021 2018 Net Debt Short-term borrowings $ 32,201 $ 10,643 Current installments of finance leases and other obligations 60 61 Long-term debt and finance leases, less current installments 200,304 164,315 Total debt 232,565 175,019 Less: Cash and cash equivalents 49,156 53,228 Net debt $ 183,409 $ 121,791
Reconciliation of Non-GAAP Items (cont.) Segment Gross Profit Three months ended Three months ended ($ in thousands) March 31, 2022 December 31, 2019 March 31, 2021 December 31, 2018 Segment gross profit: North America Loss Adjusting $ 11,068 $ 11,255 International Operations 9,964 11,375 Broadspire 16,416 16,519 Platform Solutions 12,531 7,872 Segment gross profit 49,979 47,021 Segment indirect costs: North America Loss Adjusting (6,933 ) (6,894 ) International Operations (13,031 ) (12,048 ) Broadspire (9,982 ) (9,785 ) Platform Solutions (4,493 ) (3,854 ) Unallocated corporate and shared costs, net (2,452 ) (1,414 ) Consolidated operating earnings 13,088 13,026 Net corporate interest expense (1,519 ) (1,582 ) Stock option expense (205 ) (140 ) Amortization expense (1,726 ) (2,799 ) Contingent earnout adjustments (2,056 ) — Income tax provision (2,426 ) (2,471 ) Net (income) loss attributable to noncontrolling interests and redeemable noncontrolling interests (60 ) 30 Net income attributable to shareholders of Crawford & Company $ 5,096 $ 6,064
Reconciliation of First Quarter Non-GAAP Results Three Months Ended March 31, 2022 Unaudited ($ in thousands) Revenues Revenues Non-GAAP Operating Earnings Non-GAAP Operating Earnings Pretax Earnings Pretax (Loss) Earnings Net Income Attributable to Crawford & Company Net (Loss) Income Attributable to Crawford & Company Diluted Earnings per CRD-A Share Diluted (Loss) Earnings per CRD-A Share Diluted Earnings per CRD-B Share Diluted (Loss) Earnings per CRD-B Share GAAP $ 279,025 $ 13,088 $ 7,582 $ 5,096 $ 0.10 $ 0.10 Adjustments: Amortization of intangible assets — — 1,726 1,295 0.02 0.02 Contingent earnout adjustments — — 2,056 1,522 0.03 0.03 Non-GAAP Adjusted $ 279,025 $ 13,088 $ 11,364 $ 7,913 $ 0.15 $ 0.15 Three Months Ended March 31, 2021 Unaudited ($ in thousands) Revenues Revenues Non-GAAP Operating Earnings Non-GAAP Operating Earnings 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 $ 253,181 $ 13,026 $ 8,505 $ 6,064 $ 0.11 $ 0.11 Adjustments: Amortization of intangible assets — — 2,799 2,099 0.04 0.04 Non-GAAP Adjusted $ 253,181 $ 13,026 $ 11,304 $ 8,163 $ 0.15 $ 0.15