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Crawford & Co. (NYSE:CRD.B)

Q3 2008 Earnings Call

Nov 03, 2008; 03:00 pm ET

Executives

Jeffrey Bowman - President and Chief Executive Officer

Bruce Swain - Chief Financial Officer

Allen Nelson - General Counsel and Chief Administrative Officer

Analysts

Mark Hughes - SunTrust

Yong Lee - Africa Partners

Jamie Luster - Sound Post Capital

Chris Long - Endowment Capital

Manny Ramirez - Wachovia Securities

Matt Reams - Buckhead Capital

Operator

Good afternoon, ladies and gentlemen. My name is Tina and I will be your conference facilitator today. At this time, I would like to welcome everyone to the Crawford & Company third quarter 2008 earnings release conference call. In conjunction with this call, a supplementary financial presentation is available on our website at www.crawfordandcompany.com under the Investor Relations section.

All lines have been placed on mute to prevent any background noise. After the speaker’s remarks, there will be a question-and-answer period and instructions and will follow at that time. (Operator Instructions) As a reminder, ladies and gentlemen, this conference is being recorded today Monday, November 3, 2008.

Some of the matters to be discussed in this conference call and in the supplementary financial presentation may include forward-looking statements that involve risks and uncertainties, including statements regarding our ability to pay dividend in the future. The company’s actual results achieved in future quarters could differ materially from the results that may be implied by such forward-looking statements.

The company undertakes no obligation to publicly release revisions to any forward-looking statements made in this conference call, to reflect events or circumstances occurring after the date of this call or to reflect the occurrence of unanticipated events.

For a complete discussion regarding factors which could affect the company’s financial performance, please refer to the company’s Form 10-K for the year ended December 31, 2007, filed with the Securities and Exchange Commission, particularly the information under the headings “Business, Risk Factors, Legal Proceedings and Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

This presentation also includes certain non-GAAP financial measures as defined under the SEC rules. As required, a reconciliation is provided for those measures to the most directly comparable GAAP measures, which is available on our website at www.crawfordandcompany.com/quarterly releases.

I would now like to introduce Mr. Jeffrey Bowman, President and Chief Executive Officer of Crawford & Company. Mr. Bowman, you may begin your conference.

Jeffrey Bowman

A very warm welcome to our investors, clients and employees this afternoon for a discussion of our third quarter 2008 and nine months results and expectations for the year 2008. I am Jeffrey Bowman, President and CEO of Crawford & Company and joining me from the global executive management team this afternoon are Bruce Swain, our CFO, and Allen Nelson, our General Counsel and Chief Administrative Officer.

This month, our company will celebrate its 40th, year as a publicly owned and traded business. All Crawford employees are the recipients of a great business history and tradition, which we will extend and improve going forward. I am proud to be a part of that effort. Crawford & Company reported record third quarter revenues and increased quarterly net income 100% over 2007.

This is the third consecutive quarter that we have exceeded our prior year results. We are focused on driving solid business performance while building long-term growth potential. We are gaining momentum with our strategy for profitable growth, especially in the areas of marketing and client profitability. While overall revenue growth was a very respectable 8.6% over the 2007, quarter, our priority remains discipline expense management to help navigate these difficult economic times.

We are also very protective of our balance sheet, with a laser focus on working capital management to generate the resources that will support future profitable growth as demonstrated by the free cash flow increase Bruce will discuss in a few moments. In the middle of the current financial turmoil affecting all companies globally and particularly the financial industry, insurance remains an essential part of business activities. In essence, part of the DNA of global commerce. For Crawford, providing an independent quality driven local, regional or global claims service is crucial to our client’s business proposition.

In a recent USA study carried out by Channel Harvest Research, independent agents identified quality of claims service as the most important factor in evaluating a carrier’s performance and our goal is always to drive our operations to deliver quality to our clients by investing in training and maintaining very strong relationships at all levels.

This is an objective as outlined in our strategic plan, positions Crawford & Company as a target driven corporation that achieves its financial and quality goals and meets its commitments to clients, employees and shareholders. I am still encouraged by the potential that we have in front of us in all of our business units.

While we have made solid progress, a great deal of work remains in front of us to execute, to achieve the potential we outlined earlier in our long-term strategic plan.

Our strategic plan, the strength of working together continues to help Crawford employees derive a common understanding of the strategy and direction of our corporation based on Crawford & Company’s vision and mission values.

Our global executive management team is demonstrating its ability to adapt quickly to rapid changing market conditions, both locally and globally. In the third quarter, we continued to make progress in two areas in particular, progressive management of our internal cost base and implementing better sales processes and information to grow the top line and produce increased operating earnings.

Over the long-term and particularly in view of what will be a challenging market in fiscal 2009, we are hard at work on improving and increasing our corporate marketing and selling efforts across all of our business units to emphasize key account management. Which in turn should drive top line revenue growth.

As discussed earlier this year, our commitment to delivering on our promised technologies solutions is going according to plan. The global insurance industry continues to face competitive and regulatory changes that require innovative technology solutions to the claims process. Giving our clients access to timely and accurate data is critical to the business proposition we offer.

After extensive development and testing, the new RiskTech product, our self-insured market technology system for Broadspire, will be deployed and ready for clients on November the 15, again as outlined earlier this year.

So, let me review some of the progress made in the third quarter. Throughout the fall and despite the turmoil in the financial markets, we have continued to work hard to execute the plans we outlined at the beginning of the year and as I mentioned the management team and global employees have produced another quarter with significant positive operational results over the prior year.

Crawford delivered a third consecutive quarter of strong results, double-digit revenue growth in international operations and U.S. Property and Casualty, more than offset anticipated revenue declines in the Broadspire and legal settlement businesses. Operating margins improved in three of the four segments for the quarter and improved across all segments on a year-to-date basis. We are also pleased to report net income increased by 100%, producing fully diluted earnings per share of $0.13 per share, versus the $0.07 per share in 2007.

We have stated before that 2008 is not just about improving earnings, it’s about delivering on a strategy to improve our balance sheet and cash flow, through working capital management. The $29 million improvement in our operating cash flow over 2007, shows that we are making progress. That concludes my initial remarks.

Now, let me turn things over to Bruce for a detailed review of the segment numbers. Bruce.

Bruce Swain

Company wide revenues before reimbursements increased by 8.6% in the 2008 third quarter, to a new quarterly record of $266.9 million from $245.8 million in the prior year’s third quarter, our pretax income totaled $9.5 million as compared to pretax income of $2.5 million we reported in last year’s third quarter. We recognize fully diluted earnings per share of $0.13 for the current quarter, as compared to earnings per share of $0.07 in last year’s third quarter.

The company’s selling general and administrative expenses or SG&A were 21.1% of revenues or $56.2 million in the 2008 third quarter, improving as a percentage of revenues from 21.6% of revenues or $53.2 million in the prior year quarter. The $3 million increase is primarily due to higher incentive compensation expense as a result of the company’s improved financial performance during 2008.

International revenues grew 14.6% in the 2008 third quarter, on a local currency basis and by 19.3% in U.S. dollars to a new quarterly record of $115.4 million. This revenue growth reflects increased case referrals in our Canadian and Asia-Pacific operating regions resulting from new business wins during 2007 and 2008, as well as higher catastrophic claims activity. We also benefited from the positive impact of claims generated by the 2007 U.K. flooding events, which we were completing during the 2008 third quarter.

International operating earnings improved to $8.6 million in the current quarter, up 36.8% over last year’s third quarter operating earnings of $6.3 million. This improvement reflects an increase in the operating margin from 6.5% in the 2007 third quarter, to 7.4% in the 2008 quarter. Revenues from our Broadspire segment decreased by 1.9% to $76.9 million, due primarily to declines in workers compensation claims referred in the current period.

Broadspire’s operating earnings in the 2008 third quarter totaled $1.1 million, or 1.4% of revenues, down from operating earnings of $1.4 million or 1.8% of revenues in the 2007 third quarter. Legal settlement administration revenues, comprised of class action and bankruptcy claims administration services, declined 10.7% in the 2008 third quarter to $18.4 million.

Operating earnings totaled $2.9 million in the 2008 third quarter, or 15.5% of revenues, as compared to $2.1 million or 10.3% of revenues in the prior year period. Legal settlement administration continues to have a strong backlog of projects awarded, totaling approximately $43.5 million at September 30, 2008, as compared to $39.1 million at September 30, 2007. Revenues from the US Property and Casualty segment totaled $56.2 million in the 2008 third quarter, growing 12.5% from the $50 million reported in last year’s third quarter.

Revenues generated by our catastrophe adjustors totaled approximately $6.3 million in the 2008 third quarter, increasing over the $3.4 million produced in the prior year period. Operating earnings in our US Property and Casualty segment totaled $6.8 million, or an operating margin of 12.1% of revenues in the 2008 third quarter. This is compared to operating earnings of $3.5 million or 7% of revenues in the prior year quarter. This improvement was primary driven through technology driven efficiencies and higher case volume.

Our cash and cash equivalents at September 30, 2008 totaled $56.8 million, as compared to $50.9 million at December 31, 2007. Our investment in unbilled and billed receivables has declined by $5 million in 2008 and our total debt has also declined in 2008 by $3 million. Cash provided by operations totaled $33.1 million for the 2008 period, compared to $3.8 million provided in the prior year period. This $29.3 million improvement was primarily due to higher net income and improved working capital management. This improvement is net of $14.4 million in increased cash contributions to our U.S. defined benefit pension plan in 2008.

Our working capital improvement reflects nearly seven-day workday decline in day sales outstanding or DSO. In 2008, we introduced a performance metric in our incentive compensation plans tied to DSO reduction, which is helping to drive this improvement. Our free cash flows stood to $9.7 million for the 2008 year-to-date period, improving $28.4 million over 2007. Today, more than ever, liquidity is an important and these results demonstrate better management and focus in this area.

Let me now turn things back over to you, Jeff.

Jeffrey Bowman

Let me add my thoughts about business progress and outlook for each of our business units, starting with the international operations. We saw strong revenue growth as we have benefited from a number of contract wins in the past years that are predominantly Property and Casualty programs. When looking at claims referred in comparing 2007 to 2008, we saw a decrease in international claims of 5.3% in the third quarter. This is primarily due to the 2007 flooding in the United Kingdom.

It is a positive sign for these operations that, despite the claims trend revenue and operating earnings continue to grow. Year-to-date, international operations represented 42.7% of the company’s total revenue, compared to 36.9% in the previous year. It is worth noting that in quarter three, in the international business unit is traditionally the low point of our annual cycle. Notwithstanding that, these results were acceptable.

Looking forward to the fourth quarter, the strengthening of the dollar in October is worth commenting on. Typically, there is not much movement in exchange rates on a quarter-over-quarter basis. Historically, the dollar has been gradually weakening against the currencies and which we do business over the past several years. That trend reversed abruptly in October.

While we do not expect this shift to affect our fourth quarter results significantly, the stronger dollar is likely to have some impact in fiscal 2009. So, reviewing our US Property and Casualty segment, as previously stated our goal in 2008 even in a challenging overall claims environment was to improve the US Property and Casualty’s revenue growth and to ensure that we managed costs to provide an acceptable operating margin.

Financially, our US Property and Casualty operation has performed very well in quarter three and for the nine months, reporting its strongest top line for the year and double-digit operating margins. We are optimistic about our continued performance for the balance of the year and in 2009. As a result of the investment we incurred in previous years in train employees, training and quality we are now delivering a quality product.

This is a significant strategy linked with our technology implementation of CMS2 in 2007. We are now benefiting financially and operationally from a process efficiency standpoint. In this softer insurance market, we have positioned the US Property and Casualty business to take a bigger share of the claims market, as our clients consolidate independent adjustors and we are beginning to see significant outsourcing opportunities from clients in the volume claims business.

There were in quarter three, an increased number of CAT events and consequently we saw an increase in US Property and Casualty catastrophic claims revenue. Results were buoyed by the one shape of several major hurricanes together with both related and unrelated storm activities through large portions of Florida, Louisiana and Texas in the Gulf and north through Missouri, Ohio and Pennsylvania among other areas. The key storms, Dolly, Gustav and Ike have produced almost 25,000 claims to-date.

A significant share of the Ike revenue will not be realized until quarter four and is expected that most of these claims will be closed by 12-31. In the month of September, we had start-up costs from both Gustav and Ike. In addition to the traditional revenue stream from claims assignment, we also began to recognize work from FEMA. This fall we deployed over 400 CAT adjustors in the Gulf region.

Our high end technical adjustors received approximately 500 claims in the storm affected areas including some high profile claims that we will continue both, into quarter four and 2009. Many of these losses involved multiple sites, some in the hundreds, insured by individual clients. For 2008 hurricane operations, we implemented technology changes to our traditional claims model, allowing us to improve our work product by having cost effective systems using offsite reviewers to handle the work product, as a result we had more cost effective model and delivered better quality.

We also benefit in other areas unaffected by the storm as our clients relocated their own adjustors to the CAT site, creating a volume of backfill claims that we had to service. Moving on now to Broadspire. Broadspire’s revenue declined 1.9% from the comparable quarter last year. The key factor was a 10% decline in current claims, consistent with the broad Workers’ Compensation market. We anticipated this decline in our business planning and we remain confident in the long-term opportunities for Broadspire.

In September 2008, Broadspire added additional focus and resources to their sales and marketing team to better sell services in the claims and medical management marketplace and developing innovative customer solutions. We have begun to restructure our sales territories and staffing by redefining territories and key brokers to focus our attention on the future business opportunities.

We see opportunity in expanding our business process outsourcing business for mid-sized carriers and program business. We have had some recent wins in this area and we feel we will gain strength as carriers look to contain costs in an uncertain economic environment.

As discussed in quarters previously, Broadspire is in a transitional phase within its core claims business. When the company was spun off from Kemper insurance, the new business opportunities from Kemper ceased as Kemper is no longer writing insurance. This means that a significant portion of the claims services in runoff, fortunately Broadspire has been able to keep a good portion of the former Kemper business as CPA club customers. However, the runoff and loss of new business through Kemper is difficult to replace at the same rate of decline.

There has been a frequency decline in the workers’ comp business throughout the industry. The 68% of our claims come from the Workers’ Compensation business, our core customer base is stable, but claims are declining. We have carefully studied the claims frequency patterns for Workers’ Compensation in periods of economic decline and while intuitively you would think that this would bring about an increase in claims frequency, people having more propensities to file claims. There is no historical data or empirical studies to support this theory.

Through the last two recessions, Workers’ Compensation frequency continued to decline, and we see no indications of change during this economic downturn. Our retention rates on existing business remain high, 93%. We continue to meet the needs of our existing customers and expand our relationships.

We have also been able to increase our cross selling opportunities, selling additional claims services or new services. With our current clients of over $3.8 million through the past three quarters, we continue to see a healthy flow of new business opportunities and our sales pipeline remains strong. However, movement of claims services business has been slow across the industry and at Broadspire. Many are testing the waters from a pricing perspective, but not seeing the need to move at this time.

The changes in the commercial insurance market have risk managers, our main buyers more focused on the financial stability of their insurance carrier than on the claims service program. At the same time, the expansion of our medical management services from the traditional Workers’ Compensation market into the health and productivity market has begun to gain traction.

We are seeing more opportunities to utilize our Nurse Case Management, Return to Work and Physical Review services with a broader customer base that includes a self-administered customer’s disability and health insurers as well as some wellness service providers. With all that said, in the last two months, September and October, we have written $4.2 million of new third party administration business to come on the books for the New Year, and $1 million of new medical management services.

Now our fourth business unit, legal settlement administration, The Garden City Group’s third quarter revenue continued to be affected significantly by the timing of cash flow. This reflects a number of factors I will discuss in a moment. Offsetting these negative revenue trends, GCG management has been able to maintain very strong operating margins. While revenue is down 10.7%, as compared to last year’s third quarter, we are actually up 34.2% on our operating earnings by managing headcount and aggressively controlling expenses.

For GCG’s two business areas, legal class action and bankruptcy, the near term economic environment does not look promising, but there remains hidden potential for the longer term. Over the past quarters and into next year, the revenue issues that we have been speaking about remain and in some respects have worsened. Over the last few months, we have seen competitive pricing at historic low levels and our expectation at the recent economic turmoil is only going to make this worse going forward.

On the bankruptcy side of our business, we continue to make progress. While our bankruptcy revenue has still not grown to the level we want, the trends are very positive. For all of last year we had approximately $2.8 million in revenue and started 17 new cases. For the period ending 30, of September 2008 we have nearly $4 million in revenue and we have brought on 23 new engagements.

There is no doubt that the bankruptcy market provides us with significant potential in the months and days ahead. While the worst of the financial crisis did not hit until after the close of our third quarter, we have been seeing the effects of liquidity crisis since the beginning of the year, as the pace of new security class action settlements, which had been GCG’s bread and butter slowing considerably.

Looking forward, we expect this to continue due to the uncertainty of many cases affecting major financial institutions. We do however; expect that this will become a source of significant revenue to the industry over the next several years, although it is going to take some time for the industry and the course to sort this out. In truth, we are expecting a similar market to the one that followed 9/11, where we saw first, the significant contraction, followed by an expansion of new class action cases.

We also began a new product in the third quarter that we have branded GCG forensics. Many of our clients require extensive data mining and research during the course of the litigation and by providing this value added service; we make it easier for our clients to use us when the case eventually settles.

Now, looking at the updates; for the third time this year we are raising our guidance for fiscal 2008. Consolidated revenues before reimbursements were between $1.04 billion and $1.05 billion. Consolidated operating earnings were between $68.1 million and $72.4 million, and after reflecting stock-based compensation expense, net corporate interest expense, intangible asset amortization expense, special charges and credits in income tax, consolidated net income between $28.3 million and $30.4 million or $0.54 to $0.58 per share.

Our fourth quarter outlook for 2008 does include catastrophic revenue resulting from land fall hurricanes this year in the US and therefore we are projecting our 2008 results including our revenue expectations on catastrophes. We recently sold a non-core component of our European operations, which will generate a pretax gain of approximately $2.2 million in our fourth quarter results. Additionally, we are planning to restructure certain of our operations which is expected to result in a pretax charge of approximately $3 million in the fourth quarter.

Additionally, while our practice continues to provide initial earnings guidance for the coming year with our fourth quarter earnings release, our 10-Q that will be filed with the SEC next week will discuss the expectation of increases in our defined benefit plan expense and funding in the US and UK in 2009. This anticipated pension expense increase is a result of the recent stock market declines and downturns in the global economy which have negatively affected the asset value in our pension plans as they have affected many other companies. We cannot specifically determine the impact at this time, but we believe it is likely to materially affect reported results in fiscal 2009.

Now, let me finish my comments by stating that our global executive management team, will continue to build on these operational improvements as we look forward to next year. Our priority remains a disciplined approach to expense management and working capital, to help navigate these difficult economic times.

As I have said, we are also protective of our balance sheet. We are in the 2009 planning process now, but we will continue to focus on improving operational quality and efficiency and delivering results through expanded sales and marketing activities. We look forward to your questions.

Question-and-Answer Session

Operator

(Operator Instructions) Your first question comes from Mark Hughes - SunTrust.

Mark Hughes - SunTrust

The US Property and Casualty business, if you ex out the cap, the volume, what was the trend in terms of the underlying level of claims?

Bruce Swain

Hey Mark, this is Bruce Swain. The catastrophe volume in the quarter, in last year’s third quarter, 2007 third quarter we had about 6,500 claims handled by our catastrophe adjustor group and this year’s third quarter we had 12,500. So, about a 6,000 claim increase, quarter-over-quarter, in claims handled by our catastrophe adjustors.

Now, the benefit that we get from storm work isn’t just handled by our catastrophe adjustors. It does feed work into our existing branch network and those claims are not included in the number that I just gave you. If you back out the catastrophe adjustor claims, our volume was up a little bit over 10% in the quarter, but some of that 10% increase would be the result of claims that we handled in our branch offices for run-off work that’s the result of our clients sending their adjustors down to the areas affected by the hurricanes.

So we get business not just from the immediate area of damage, but to the extent that our clients and their adjustors from all over the United States to report to the storm area, we get backfill work within our branch network.

Mark Hughes - SunTrust

Care to venture, I guess what that might be, on a percentage basis?

Bruce Swain

It’s pretty difficult to split that out, Mark.

Mark Hughes - SunTrust

Okay and then given the sense that your focus on reducing the DSOs, does that have an impact on volume, do you think? Has that restrained the top line a little bit?

Bruce Swain

Not at all. The focus on the day sales outstanding has really been geared towards the working capital management of our accounts receivable and our conversion of work in process into accounts receivable. I think it’s had no negative side at all.

Mark Hughes - SunTrust

In the broad spire business model, you say that it sounds like in Case Management there; you’re seeing more opportunity there. What’s the proportion of the revenue that comes from the Case Management?

Bruce Swain

Hey Mark, this is Bruce again. It’s about 50% from case management and about 50% from the underlying claims management.

Mark Hughes - SunTrust

Okay and then I’ve had requests or I thought I would pass along just some feedback I’ve gotten regarding the difference in the A versus the B. Various people at various times have pointed out that it impacts the liquidity and the different shares that it’s sometimes confusing for investors that some of the databases out there have a hard time sort of dealing with the split shares. In some cases the governance that can be viewed as a negative when you've got voting shares versus non-voting.

I’ve had one person, an example of a Mexican grill. They’ve got two classes of shares. They’re kind of buying the cheaper class, which is the trading at a discount and that’s the way to sort of normalize the different classes using that as one method. So I wanted to sort of just pass that along and then get your latest thinking in terms of capital structure and what the strategy outlook might be going forward for the A versus B, whether you retain that, what your current thinking is.

Bruce Swain

Let me take that question, Mark. Management and the Board of Directors are obviously aware of the price differences between the two classes of shares and obviously we’re continuing to monitor that. We do not discuss obviously capital structure outside of the Board of Directors and as you know, the market sets the price for the company’s shares, which have expanded and contracted really over the past 10 years.

I’d just point out that the only difference between the company's A and B shares are the voting rights attached to the B shares and that the A shares can receive a higher but not a lower dividend than the B shares. Any decision to change the capital structure of the company is a Board of Directors' decision. The Board of Directors has not taken a position on that issue. Should they do so, we would announce any changes publicly and promptly.

Operator

Your next question comes from Yong Lee - Africa Partners.

Yong Lee - Africa Partners

Thank you very much for taking the question. I had a follow-up question for A and B shares. I guess you've sort of answered it already but recently announced that they're merging two shares. Is there any plans to merge these two shares? I mean, that way you could not only simplify the capital structure, you will increase the liquidity of the shares.

Bruce Swain

I’ve got no further comments than I just made.

Operator

(Operator instructions) Next we’ll hear from the line of Jamie Luster - Sound Post Capital.

Jamie Luster - Sound Post Capital

Can I get a general thought process assuming that the markets were to, assuming we took these levels, what sort of impact should we be thinking about, cash and non-cash on the pension side of things next year? How dramatic could this be?

Bruce Swain

Well, we have a 12/31/08 measurement date for our defined benefit pension plan for determining expense and funding for next year, so we don’t have specific figures that we can share with you at this time. Our returns to date within our defined benefit pension plan have been negative, so we do expect for our expense next year, related to our defined benefit pension plans, to be material.

We just don’t have a specific figure that we can share with you. I would however, point you to our Form 10-K that we file each year with the SEC. Within our management’s discussion and analysis, we do perform some sensitivity analysis surrounding our defined benefit pension plan expense and that may be a place for you to go to get some further information on it.

When we release our earnings in the fourth quarter, in February when we release our fourth quarter earnings, we will have figures that we can share at that time related to our defined benefit pension plan expense and funding for 2009.

Jamie Luster - Sound Post Capital

Okay and what is the total expense going to be in 2008 that goes through the income statement?

Bruce Swain

2008, we actually have a credit to the pension expense so our pension expense is a credit for this year, as determined under the applicable accounting rules.

Jamie Luster - Sound Post Capital

Of how much?

Bruce Swain

The expense I believe is in the range of $2.5 million on --

Jamie Luster - Sound Post Capital

$2.5 million of credit.

Bruce Swain

Right.

Jamie Luster - Sound Post Capital

Okay and then was it 75% that was invested in equities as of December 2007?

Bruce Swain

That’s correct.

Jamie Luster - Sound Post Capital

75. Okay and there’s no change to that?

Bruce Swain

And rule of thumb, if I make my own assumptions by what the decline is and then smooth our over 5 years or so, I mean would that roughly be what the expense would be? I guess I’m just trying to figure out is it going to be $5 million, $10 million, is it going to be $30 million. Right what to use and thinking about what that number could be.

Bruce Swain

We’re not prepared to offer you a range on that. The other aspect of determining the pension expense is the discount rate that’s used and obviously the interest rates have been increasing during this period of asset value declines. So that’s going to have an impact the opposite way of asset decline and again in our MD&A filed in the 10-K last year, we have sensitivity analysis surrounding our discount rate assumptions as well and a lot of it depends on what happens with the investment returns between now and the end of the year, of course.

Jamie Luster - Sound Post Capital

Sure. Yes, understood, okay. There’s a 13-D filed and it seemed to be a large offering of the A shares by the founder of the company. Could you elaborate on that? Would that be an open market sale or a negotiated sale? It seems like an awfully large number of A shares. Given the discount that the A shares are trading with the B shares; I could imagine it would exacerbate that.

Bruce Swain

As we understand, there’s no sale as of yet. That is a decision that we are not involved in. It was an advanced notification, that that was a possibility of a sale.

Jamie Luster - Sound Post Capital

Okay. So you guys have no foreknowledge or no control over that?

Bruce Swain

That’s right. That’s correct.

Jamie Luster - Sound Post Capital

Okay. In your opening comments you made some comment about 2009 being a more difficult year than 2008. I guess obviously without providing guidance I guess that will be in your next quarter, but can you just kind of describe why that might be and is it any specific areas that you’re seeing that or just kind of general caution, given the economic climate?

Bruce Swain

I think its general caution given the economic climate, Jamie. I mean a significant part of that business is contractually driven. We have very good performance at the moment. Our sectors are all beginning to perform very well. We’ve got a lot of process efficiency going in and I think it’s just a general tightening up that will potentially happen; claims happen all over the world, all of the time. We were seeing with our clients that that has not abated to date. So I think it’s a general issue rather than a specific one at this moment. There’s nothing that’s throwing us off kilter in any way.

Jamie Luster - Sound Post Capital

Okay. In the European business, the contracts that have been driving the growth, were those signed in any particular quarter in 2008?

Bruce Swain

Well, they’ve been signed over a number of years. The European arena especially, our United Kingdom operations is involved in a lot of very large contracts. They are normally three year type contracts, they can’t go longer. They're with very strong partnerships that we have and we've been working very hard on that over the past few years to have those coming in. They all come up at different times in the year and over different years. So there’s a continual process that’s taking place on that.

Jamie Luster - Sound Post Capital

Okay, but I guess I had heard the growth kind of characterized as some large contracts that were signed in earlier this year, probably late last year and that’s not really the way to think about it.

Bruce Swain

Earlier years. That would be back into ‘06, ‘07 and through ‘08 as well.

Jamie Luster - Sound Post Capital

And these are just still ramping up is that right?

Bruce Swain

Well, they ramp up according to the volume on claims. It is significant clients that we have these programs with

Jamie Luster - Sound Post Capital

Okay. Just taking half a step back. Historically, I think it’s interesting about what you said about the workers comp. I had been assuming the same I guess as your description of what the intuitive, your morale hazard situation would have been, but kind of broadening out to the bit greater claims environment, if you do see a kind of a more cost focused client base, is that beneficial for you or do they drive a harder bargain on pricing? Is there more of in general, assuming that your customers are focusing on cost more acutely now than they have been, how does that actually impact your business going forward.

Bruce Swain

From a going forward base, in a tightening of an economy, there is a profounderance of claims that want to look to changing their models from a fixed cost basis to a variable cost basis. In that type of market, that’s where a company in either the Property and Casualty area or within obviously in our TPA business can offer the business propositions to the client as an alternative to them taking on further costs within their profit and loss account and that part of the model that we go out to talk to the clients about and we’re increasing our sales and marketing around that at the moment.

Jamie Luster - Sound Post Capital

Okay and then lastly, there was one question about funds and trusts to administer claims for certain clients, invest in high-grade bonds, municipalities, stuff like that. Assuming that some of those bonds have declined in value, given what’s happened, is there any recourse to you or is that all on the client's balance sheet?

Bruce Swain

The company within our self-insured business, our TPA business, Broadspire, we hold cash deposits on behalf of our clients for claim payments and those funds are all invested in high grade, short-term vehicles and we haven’t incurred any losses on those or have any credit exposures. They’re all on governmental funds.

Jamie Luster - Sound Post Capital

Okay, but in theory, could you have credit exposure? Like if that were invested in the reserve money market fund for example; is that your liability or is your client’s liability?

Bruce Swain

That would be our liability.

Bruce Swain

I would say to follow-up up on that that we have an extremely conservative investment policy around the management of those funds.

Jamie Luster - Sound Post Capital

Now, I would think if you haven’t realized loss on it now then you probably are unlikely to, given what’s happened, right.

Bruce Swain

Right.

Jamie Luster - Sound Post Capital

I guess just this last question on the dollar issue, I think you quantify it on the revenue side of things, is there a way to thing about kind of profitability-wise or revenue-wise, however you think about it, if the dollar stayed at this level for 2009, what sort of a headwind that would be for the international business?

Bruce Swain

Yes, we disclose in our annual report kind of similar to pensions, we give a sensitivity analysis around the change in the US dollar and essentially for every 10% decline in the value of the US dollar, that impacts our operating earnings international by about $2.5 million or that would be about $0.03 a share and that’s based upon the level of operating earnings at the end of 2007.

Jamie Luster - Sound Post Capital

So, it would be higher since that number has increased in 2008?

Bruce Swain

Yes. I mean, you may be looking at $0.04 now.

Jamie Luster - Sound Post Capital

Okay and just so I know, the currency exposure, pound versus Euro versus any other significant ones?

Bruce Swain

The major ones are the Canadian Dollar, Euro, Sterling.

Jamie Luster - Sound Post Capital

Those are all roughly a third or is that --?

Bruce Swain

No, I think that the UK would be the largest currency that we do business in outside of the United States and then the Euro and the Canadian dollar would probably be roughly equivalent, but the pound in our UK operation is our largest international business.

Jamie Luster - Sound Post Capital

Okay. So again the pound has dropped 20%, I don’t know if the others are quite as bad, but it could be $4 million or $5 million headwind, if we stay at this level. That’s not an unreasonable way to think about it.

Bruce Swain

That’s based on a 20% drop?

Operator

Your next question comes from Philip Timon - Endowment Capital.

Chris Long - Endowment Capital

Yes. This is Chris Long calling for Philip, who’s on a plane right now. Congratulations on the strong results for the quarter. I guess it’s kind of a follow-up to Mark Hughes' question, not to be labor the point but in the past we’ve always been agnostic as to the two share classes and today that dispersion is pretty wide and it’s exacerbating as we speak. Jeff, you seemed to confirm our understanding of the difference between the two share classes; that was going to be one question. What could we be missing other than just the pure liquidity point?

Jeffrey Bowman

Yes, I mean, the market sets the price. I mean, I don't think you’re missing anything. I mean, the only differences are the differences I explained, which is the voting rights attached to the B shares and that the A shares can receive a higher but not a lower dividend than the B shares.

Chris Long - Endowment Capital

Is there any reason management would not advise the Board to, for example issue B and buy in A.

Jeffrey Bowman

We won’t discuss that over the telephone.

Operator

Your next question comes from Manny Ramirez - Wachovia Securities.

Manny Ramirez - Wachovia Securities

I guess one comment I have is the one that you’ve been addressing to the last several callers and that’s the A and the B. I brought it up on many occasions over the years and I would echo the comments by the previous caller as to looking at that A and B and hopefully management can make a recommendation; that’s from a government point of view. It’s certainly lacking in good governance and from a shareholders' perspective. Shareholders of the A with a discrepancy right now of over 50% are suffering mightily and I think it behooves the management to really look at this from the perspective of governance and shareholders.

Jeffrey Bowman

Okay. As I said earlier, capital structure is not a discussion outside the Board meeting but your point is noted.

Manny Ramirez - Wachovia Securities

Second question; area is the pension area. Jeff, has anyone done a study over the last five or 10 years how well the pension has performed relative to its measures of being a 65 or 70 equity and 30% bond? How has the pension actually done over the last five or 10 years?

Bruce Swain

Hey Manny, this is Bruce. Actually, earlier this year we’ve undertaken a study with a company independent of the existing pension managers to review the investment performance and relative to the existing asset allocation model that we have, as well as peer groups and we are also undertaking an asset liability matching study. As a result of that, looking at the liability profile that we have as a company with our pension obligations as well as the investment structure that we have and we’re in the midst of that review right now and should have those results finalized this quarter in order for us to make any necessary changes going forward, but we have reviewed that and began that process earlier this year.

Manny Ramirez - Wachovia Securities

From an investment perspective, if my memory serves me correct, our performance for quite a few years has not really been up to par, as I would call it. I can recall several years back having discussions with various people at the company concerning the underperformance of the pension account and now with interest rates rising and I know there’s been a falloff on the equity market, but we are getting a benefit from rising interest rates, yet we’re being hit on the performance side. So, hopefully we would take a very critical look as to how that pension has been managed, what maybe has been right about it and what has not been.

The last question I have concerns Broadspire. Margins for the last few quarters seem like they’re declining and I’m wondering if you feel, Jeff particularly that maybe we’re at a plateau or a bottoming area and we could start to see an increase on the margin side?

Jeffrey Bowman

Well, we’ve got several events to address that sort of question, Manny. Number one is we have efficiencies that are going to start taking place for the release of the new technology system. That becomes an advantage to our selling to new programs and most of our work is around new revenue coming on-board and as I said, September and October, after the reorganization of our sales team we’ve seen some significant wins have taken place, which we see continuing over the foreseeable future. That’s really getting past some of the integration issues that we had and the moving forward of the Broadspire brand, the quality of the product and the addressing of the management of sales within the organization.

Remember, we do have the runoff claims that come into the Broadspire operation and they will be decreasing over time and our absolute strategic goal is top line growth. The incremental margin that will come from new wins is quite significant, because we have a very well addressed structure and once the technology comes into play, we will be able to maximize that.

So I think we’re in a situation where the margins are our biggest issue, but it is a direct relationship on the revenue side that we are addressing and as I said, we’re getting some lights at the end of the tunnel, beginning to come on that one.

Manny Ramirez - Wachovia Securities

You mentioned that the RiskTech is due to be rolled out on November 15.

Jeffrey Bowman

Yes, the first operation is Monday the 17, but as my team keeps telling me, it’s being rolled out on a Saturday and it’s effective on that day, but it will be rolled out on the 15 and we do have already one client that effectively has already been implemented and we’ll be reviewing that as a full scale rollout very quickly after the 17.

Manny Ramirez - Wachovia Securities

Do we still feel the costs benefits? Do we still feel the numbers that we drew out before, looking at 2009 regarding the savings of RiskTech, those numbers are still accurate.

Bruce Swain

Manny, this is Bruce. The cost savings we think will begin in 2009 certainly, but those savings and before they’re fully realized and in our run rate, it’s going to be through the end of 2010, because the implementation of RiskTech is in three phases and we’ll be actively implementing through next year as well.

Manny Ramirez - Wachovia Securities

What are the total numbers that we’re looking for in terms of savings over the next, say 12 to 15 months?

Bruce Swain

Over the next 12 to 15 months, we have pegged a number, about $15 million in additional synergies that we still have remaining from the Broadspire acquisition and those synergies are primarily related to the RiskTech implementation, although there’s other areas where we think we can derive operating efficiencies that we still haven’t fully realized.

So that’s the number that we’re driving towards. We’ll start to see some of that benefit in 2009, but the majority of it won’t be until 2010 because as I said 2009 is going to have significant implementation activities associated with RiskTech.

Operator

Your next question comes from Matt Reams - Buckhead Capital.

Matt Reams - Buckhead Capital

I had some questions about working capital improvements for the remainder of the year. Do you intend to get working capital improvements in the fourth quarter and how much are you expecting?

Bruce Swain

Well, number one, we hope working capital improvements will not only be the fourth quarter but 2009 as well. We’ve put significant effort into this on a global approach to change the way we accept assignments, we monitor assignments, we bill to our clients those assignments and then we collect the funds and we are in a very good position in changing a lot of the ways, the old ways of business being done and which will result in improved DSOs.

From a conceptual point of view, it’s been a very large project that we’ve implemented, including changing bonus programs and incentive programs to include DSO in them as well. So it’s not just a management issue, it’s a corporation issue as well and we’re working a lot with our clients on this issue, because we think significant improvements we can still make.

Matt Reams - Buckhead Capital

If my memory serves me correct, were you targeting like $35 million to $40 million in working capital improvements for 2008?

Bruce Swain

For 2008, we had set a target within our incentive comp plans to reduce days sales outstanding by 10%. So we’ve gotten and that would be about nine days for this year. Through the third quarter we’ve gotten about six and a half, so we’ve made some good progress there. At nine days, that would if we get the nine days, that is about a $30 million benefit to us.

Matt Reams - Buckhead Capital

Okay. So, in the fourth quarter, if you could get another $7 million improvement, you hit your target? Do you think you can get that?

Jeffrey Bowmen

We are working diligently to get there and a lot of our operating managers, incentive compensation, a significant portion of it is tied to hitting those numbers and I can tell you that we have perfect alignment around this point from top of the organization.

Matt Reams - Buckhead Capital

I understand; particularly from a CFO speaking.

Bruce Swain

But we’ve been pleased with the start that we’ve made there, but to echo Jeff's comments, this isn’t a 2008 project; this is the way we’re operating the business today and tomorrow.

Matt Reams - Buckhead Capital

Okay and then I guess will you give us an update on what you expect for ‘09 in the fourth quarter?

Bruce Swain

Correct.

Matt Reams - Buckhead Capital

Okay. What do you plan to spend on CapEx for the remainder of the year? I think you’ve already spent about $22 million. I think your target was somewhere around $33 million?

Bruce Swain

Right and I think that $33 million will get spent. That’s about what our target remains at.

Matt Reams - Buckhead Capital

So you still have another $11 million or so to spend in the fourth quarter?

Bruce Swain

Right.

Matt Reams - Buckhead Capital

Okay and your pension expense is $15 million this year?

Bruce Swain

Well, our cash contributions were about $15 million in the US.

Matt Reams - Buckhead Capital

Do you expect any more in the fourth quarter?

Bruce Swain

Yes, we’ll make another $2.5 million to $3 million in the fourth quarter. In fact, we’ve already made it and that’s the total of what we required to contribute this year.

Matt Reams - Buckhead Capital

Well, with the improvement in working capital, obviously your improvement in net income, I think your pension contributions are about in line with what you expected and the same with CapEx. You should produce some positive free cash flow and I think your cash balance is about $16 million higher than what you actually need. I think you said you need about $40 million in cash to run your operations.

Bruce Swain

That’s right.

Matt Reams - Buckhead Capital

Do you have any targeted debt reduction for the fourth quarter given that you’re going to have some excess cash?

Bruce Swain

Right now our focus is on maintaining as liquid a position as we can. Given the current state of the economy, we want to err on the side of caution in terms of having more cash on hand so our expectation for the remainder of the year is to not make any discretionary payments on our long-term debt, but depending on what happens between now and the rest of the year, that could change.

Matt Reams - Buckhead Capital

Okay. Your cash balance by year-end could be higher than $60 million, though?

Bruce Swain

It’s conceivable, yes.

Matt Reams - Buckhead Capital

Now, your EBITDA, it looks like if you kind of take your guidance is going to be around $100 million a year or $100 million in 2008?

Bruce Swain

We don’t have an EBITDA number that we can disclose to you.

Matt Reams - Buckhead Capital

Okay, but you’re going to be well within your covenants?

Bruce Swain

That’s correct.

Matt Reams - Buckhead Capital

You’re around three times I think is what is allowed and you’re probably going to be closer to two by year-end?

Bruce Swain

Yes, three times is the leverage ratio that we have to hit at the end of the year and through the end of the third quarter we’re under 2.4.

Matt Reams - Buckhead Capital

Okay. I understand the needs for liquidity, but you’re obviously going to have some cash cushion from what you actually need to run your business and given that there are A shares up for sale and what other comments have been made earlier from shareholders, I would hope that you have some flexibility to be able to do what’s necessary to improve the performance of the A shares or at least bring them in line with the B shares and I don’t know what debt covenants or other restrictions you have on spending money for stock buyback, but I think that might be something you should be considering.

Bruce Swain

Yes, we do have a restrictive covenant around what’s known as restricted payments and that’s a rather broad basket. It’s $12.5 million, which is outlined in our credit agreement which we filed in 8K and what goes into that basket are dividend payments, share repurchases, earn-outs on acquisitions consummated after the original date of the credit agreement, which is October 31, 2006. So under our existing credit agreement, that’s the basket that we have to operate with.

Matt Reams - Buckhead Capital

Okay. Just as far as the restructuring goes, I think you’ve outlined $3 million in restructuring costs in the fourth quarter; can you talk about where that’s targeted?

Bruce Swain

Okay. The first area is one or two countries in our European arena where we have some poorly performing operations and this gives us a chance to clean that particular act up and then we have in North America. We have some efficiency that we’re bringing into the organization through the technology and again, that gives us a chance to lose some leases and consolidate some offices, etc. It’s really not a very big restructuring charge, but it could produce significant results by doing it.

Matt Reams - Buckhead Capital

Okay and I guess if you net out the difference between the gain and the restructuring charge, that’s about a penny hit after tax?

Bruce Swain

That’s right.

Operator

Your next question comes from Mark Hughes - SunTrust.

Mark Hughes – SunTrust

What was the restructuring charge, what area is that going to be in?

Bruce Swain

As I just said to Matt, Mark, I don’t know if you heard it, but it’s the European and North American arenas.

Mark Hughes – SunTrust

And then you talked again about good outsourcing opportunities domestically. Has that picked up since the second quarter? Are you seeing more progress in terms of actual RFPs or awards of new business; could you give just an update there?

Bruce Swain

Yes, I mean as I said a little bit earlier, we are seeing some additional TPA sales that are coming through and we have some very good wins on that. On the Property and Casualty side, we’ve obviously benefited from some of the catastrophe, but we’re also putting in place some very strong contracts to increase our revenue on existing programs.

We’re digging very deep into our clients, through key account management, we’re selling the business proposition to them in terms of being able to make an efficient distribution of claims throughout our organizational structure, that in fact gets their results and the higher quality of the results back to them much more quickly.

One of the things I mentioned was actually in the CAT organization this year. Through technology efficiencies we were able to very much speed up the closing of claims for our clients and improve the quality at the same time. That business proposition is what a lot of our clients are looking for and we’re working hard with a number of new potentials and existing clients at this moment, digging into what we call the share of the wallet. What we don’t do with our current clients is very important part of our key account management.

Mark Hughes – SunTrust

Final question, I think you had suggested you boosted the sales team within Broadspire. Can you say how much on a percentage basis?

Bruce Swain

I think you could say it was changing the management around, bringing in a new head of sales, is doing reorganization and we’ve had some small turnover in that particular area. I don’t think there’s significant increase in costs there. It is purely getting the right people on the bus.

Operator

And we have no further questions at this time. I would like to turn the call back to Mr. Bowman for closing remarks.

Jeffrey Bowmen

Thank you. I’d like to thank everyone this afternoon for joining us and would like to wish you all a good fourth quarter. Thanks and have a great day. Bye-bye.

Operator

Ladies and gentlemen, thank you for participating in today’s Crawford & Co. conference call. This call will be available for replay beginning at 06:00pm today, through 11:59pm on November 10, 2008. The conference ID number for the replay is 705-327-95. The number to dial for the replay is 1-800-642-1687 or 706-645-9291.

Thank you. You may now disconnect.

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Source: Crawford & Co. Q3 2008 Earnings Call Transcript
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