Crawford & Company, the world's largest publicly listed independent provider of claims management solutions to insurance companies and self-insured entities, announced its financial results for the second quarter ended June 30, 2018.

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.

Consolidated Results

Second Quarter 2018 Summary

• Revenues before reimbursements of $279.0 million, compared with $269.2 million for the 2017 second quarter

• Pretax loss on disposition of business line of $17.8 million

• Net (loss) income attributable to shareholders of $(2.4) million, compared to $10.2 million in the same period last year

• Diluted (loss) earnings per share of $(0.04) for CRD-A and $(0.06) for CRD-B, compared with $0.19 for CRD-A and $0.17 for CRD-B in the prior year second quarter

Non-GAAP Consolidated Results

Second Quarter 2018 Summary

• Net income attributable to shareholders, on a non-GAAP basis, before restructuring and special charges in 2017 and loss on disposition of business line in 2018, totaled $10.9 million in the 2018 second quarter, compared to $14.8 million in the same period last year

• Diluted earnings per share of $0.20 for CRD-A and $0.19 for CRD-B on a non-GAAP basis in the 2018 second quarter, before restructuring and special charges and loss on disposition of business line, compared to $0.27 for CRD-A and $0.25 for CRD-B in the prior year second quarter

• Consolidated operating earnings, a non-GAAP financial measure, were $21.6 million or 8% of revenues in the 2018 second quarter, compared with $29.2 million or 11% of revenues in the 2017 second quarter

• Consolidated adjusted EBITDA, a non-GAAP financial measure, was $31.3 million or 11% of revenues in the 2018 second quarter, compared with $38.2 million or 14% of revenues in the 2017 period

Mr. Harsha V. Agadi, president and chief executive officer of Crawford & Company, stated, "I am pleased with our results as the comprehensive strategy that we implemented through 2017 continues to show signs of success.  Our team's singular focus is to return Crawford & Company to sustained revenue growth and the initiatives that we have put in place through 2017 are beginning to take hold as can be seen in our second quarter results where revenues grew 4% from the prior year quarter and represent our third consecutive quarter of growth. Of note, revenues grew 6% when excluding the Garden City Group which demonstrates the building momentum in our core business.

"Our second quarter results also demonstrate our commitment to our clients which we deliver day in and day out. It is this commitment which builds brand loyalty and positions Crawford as a more valuable partner. An example of this was our response to the major wind storms in Canada during the quarter where we leveraged our global scale to deliver for clients who were suddenly inundated with a high volume of claims. Ultimately, as we continue to deliver for our clients in their times of need, we will differentiate Crawford and see our market share grow.

"A key factor to our success and ability to overcome industry challenges has been the successful achievement of our commitment to improve our sales team and our sales effectiveness. Year to date, our RFP win rate has improved to 38% and we have retained 100% of our U.S. CAT clients this season, both of which are marked improvements over prior years. I am especially pleased with both our CAT retention and the increase in catastrophe business overall given the substantial investment that we made during the unprecedented hurricane season that we encountered last year. Another noteworthy success in the quarter came in Europe where we were engaged by a top 5 global carrier to form the first of its kind pan-European response team on a weather related surge for us.

"These successes demonstrate our renewed focus on execution in order to drive improved results. Our sale of the Garden City Group in the second quarter is another key step which will further sharpen our focus as we move towards providing integrated end-to-end solutions for our clients. With the sale complete, we will now be able to focus our entire organization on our core client segments which are Corporates, Brokers, and Carriers. Additionally, we have now realigned our sales teams in our major markets to more aggressively pursue these segments. We are also increasing our investment in our Tier 1 countries of the U.S., U.K., Canada, and Australia where we are best positioned to leverage our strengths and more effectively sell ‘One Crawford' to our clients. These investments will deliver a much higher market share than we have today and position Crawford to successfully achieve our longer term goal of delivering 5% revenue growth and 15% earnings growth, annually," concluded Mr. Agadi.

Segment Results for the Second Quarter

Crawford TPA Solutions: Broadspire

Crawford TPA Solutions: Broadspire segment revenues before reimbursements were $102.6 million in the 2018 second quarter, increasing 6% from $97.0 million in the 2017 second quarter. On a constant dollar basis, a non-GAAP measure, second quarter 2018 revenues were $101.7 million. Crawford TPA Solutions: Broadspire recorded operating earnings of $8.1 million in the second quarter of 2018, representing an operating margin of 8%, compared with $9.7 million, or 10% of revenues, in the 2017 second quarter.

Crawford Claims Solutions

Crawford Claims Solutions revenues before reimbursements were $93.2 million in the second quarter of 2018, increasing 15% from $81.1 million in the second quarter of 2017. On a constant dollar basis, second quarter 2018 revenues were $89.6 million. Operating earnings were $3.8 million in the 2018 second quarter, compared with $3.3 million in the second quarter of 2017, representing an operating margin of 4% in both the 2018 and 2017 periods.

Crawford Specialty Solutions

Crawford Specialty Solutions revenues before reimbursements were $83.2 million in the second quarter of 2018, down 9% from $91.1 million in the same period of 2017. On a constant dollar basis, second quarter 2018 revenues were $80.5 million. Operating earnings were $10.4 million in the 2018 second quarter compared with $14.1 million in the 2017 period. The segment's operating margin for the 2018 quarter was 12%, as compared to 15% in the 2017 quarter.

Unallocated Corporate and Shared Costs and Credits, Net

Unallocated corporate costs, net were $0.7 million in the second quarter of 2018, compared with a credit of $2.0 million in the same period of 2017. The increase for the three months ended June 30, 2018 was due an increase in unallocated professional fees during the 2018 period and certain expense credits in the prior year period.

Restructuring and Special Charges

The Company recorded no restructuring and special charges in the 2018 second quarter and restructuring charges of $6.8 million in the 2017 second quarter. Restructuring costs for the 2017 second quarter were comprised of costs related to the establishment and phase in of the Company's global business and technology service centers and other restructuring charges for asset impairments and lease termination costs.

Loss on Disposition of Business Line

On June 15, 2018, the Company completed the sale of all of the issued and outstanding equity interests in its Garden City Group business to EPIQ Class Action & Claims Solutions, Inc. for initial proceeds of $42.0 million, subject to post-closing working capital adjustments. Adjusted proceeds totaled $44.6 million including the preliminary working capital adjustment of $2.6 million. Net proceeds received were used to repay outstanding borrowings under the Company's credit facility. The sale resulted in the recognition of a pretax loss on the sale of $17.8 million during the second quarter of 2018, after including transaction costs of $1.9 million related to the sale. The loss on sale of the GCG business is presented in the Condensed Consolidated Statements of Operations as a separate charge "Loss on Disposition of Business Line".

Balance Sheet and Cash Flow

The Company's consolidated cash and cash equivalents position as of June 30, 2018 totaled $46.3 million, compared with $54.0 million at December 31, 2017. The Company's total debt outstanding as of June 30, 2018 totaled $225.1 million, compared with $225.7 million at December 31, 2017.

During the three months ended June 30, 2018 the Company did not repurchase shares of CRD-A or CRD-B. During the six months ended June 30, 2018, the Company repurchased 1,011,958 shares of CRD-A and 53,888 shares of CRD-B at an average cost of $8.28 and $8.96, respectively.

The Company's operations used $18.7 million of cash during the 2018 period, compared with $16.4 million used in the 2017 period. The increase in cash used in operating activities was primarily due to increases in unbilled receivables due to increases in weather related revenues, partially offset by lower accrued compensation and bonus payments compared to 2017.

2018 Guidance

Crawford & Company is updating its guidance for 2018 to reflect the disposal of the Garden City Group business as follows:

• Consolidated revenues before reimbursements between $1.07 and $1.12 billion;

• Net income attributable to shareholders of Crawford & Company between $31.0 and $36.0 million, or $0.56 to $0.66 diluted earnings per CRD-A share, and $0.49 to $0.59 diluted earnings per CRD-B share;

• Consolidated operating earnings between $85.0 and $95.0 million;

• Consolidated adjusted EBITDA between $127.0 and $137.0 million;

• Non-GAAP net income attributable to shareholders of Crawford & Company, before loss on disposition of business line, between $43.0 and $48.0 million, or $0.78 to $0.88 diluted earnings per CRD-A share, and $0.71 to $0.81 diluted earnings per CRD-B share.

To a significant extent, Crawford's business depends 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 claims and revenue for the Company, are generally not subject to accurate forecasting.