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United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

for the quarterly period ended March 31, 2025

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

for the transition period from ____ to ____

Commission file number 1-10356

CRAWFORD & COMPANY

(Exact name of Registrant as specified in its charter)

 

Georgia

58-0506554

(State or other jurisdiction of incorporation or organization)

(I.R.S. 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)

 

 

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

Class B Common Stock — $1.00 Par Value

CRD-B

New York Stock Exchange

 

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes No

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes No

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

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 pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes No

The number of shares outstanding of each class of the Registrant's common stock, as of April 28, 2025, was as follows:

Class A Common Stock, $1.00 par value: 30,308,751

Class B Common Stock, $1.00 par value: 19,144,928


 

CRAWFORD & COMPANY

Quarterly Report on Form 10-Q

Quarter Ended March 31, 2025

 

Table of Contents

 

 

Page

Part I. Financial Information

 

 

 

 

Item 1.

Financial Statements:

 

3

 

 

Condensed Consolidated Statements of Operations (unaudited) for the three months ended March 31, 2025 and 2024

 

3

 

 

 

 

 

 

 

 

 

Condensed Consolidated Statements of Comprehensive Income (unaudited) for the three months ended March 31, 2025 and 2024

 

4

 

 

Condensed Consolidated Balance Sheets as of March 31, 2025 (unaudited) and December 31, 2024

 

5

 

 

Condensed Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2025 and 2024

 

7

 

 

Condensed Consolidated Statements of Shareholders' Investment (unaudited) as of and for the three months ended March 31, 2025 and 2024

 

8

 

 

Notes to Condensed Consolidated Financial Statements (unaudited)

 

9

 

 

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

 

24

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

40

 

 

Item 4.

Controls and Procedures

 

40

 

 

Part II. Other Information

 

 

 

 

Item 1A.

Risk Factors

 

41

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

41

 

 

 

 

 

 

Item 5.

 

 

Other Information

 

41

 

 

Item 6.

Exhibits

 

42

 

 

Signatures

 

43

 

 

2


 

Part I — Financial Information

Item 1. Financial Statements

CRAWFORD & COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Unaudited

 

 

 

Three Months Ended March 31,

 

(In thousands, except per share amounts)

 

2025

 

 

2024

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues before reimbursements

 

$

312,032

 

 

$

301,654

 

Reimbursements

 

 

11,307

 

 

 

11,419

 

Total Revenues

 

 

323,339

 

 

 

313,073

 

 

 

 

 

 

 

 

Costs and Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs of services provided, before reimbursements

 

 

221,893

 

 

 

214,389

 

Reimbursements

 

 

11,307

 

 

 

11,419

 

Total costs of services

 

 

233,200

 

 

 

225,808

 

 

 

 

 

 

 

 

Selling, general, and administrative expenses

 

 

74,587

 

 

 

77,320

 

 

 

 

 

 

 

 

Corporate interest expense, net of interest income of $827 and $901, respectively

 

 

3,944

 

 

 

3,596

 

 

 

 

 

 

 

 

Total Costs and Expenses

 

 

311,731

 

 

 

306,724

 

 

 

 

 

 

 

 

Other Loss, net

 

 

(2,388

)

 

 

(2,523

)

 

 

 

 

 

 

 

Income Before Income Taxes

 

 

9,220

 

 

 

3,826

 

 

 

 

 

 

 

 

Provision for Income Taxes

 

 

2,480

 

 

 

1,047

 

 

 

 

 

 

 

 

Net Income

 

 

6,740

 

 

 

2,779

 

 

 

 

 

 

 

 

Net (Income) Loss Attributable to Noncontrolling Interests

 

 

(56

)

 

 

58

 

 

 

 

 

 

 

 

Net Income Attributable to Shareholders of Crawford & Company

 

$

6,684

 

 

$

2,837

 

 

 

 

 

 

 

 

Earnings Per Share - Basic:

 

 

 

 

 

 

Class A Common Stock

 

$

0.14

 

 

$

0.06

 

Class B Common Stock

 

$

0.14

 

 

$

0.06

 

 

 

 

 

 

 

 

Earnings Per Share - Diluted:

 

 

 

 

 

 

Class A Common Stock

 

$

0.13

 

 

$

0.06

 

Class B Common Stock

 

$

0.13

 

 

$

0.06

 

 

 

 

 

 

 

 

Weighted-Average Shares Used to Compute Basic Earnings Per Share:

 

 

 

 

 

 

Class A Common Stock

 

 

30,175

 

 

 

29,586

 

Class B Common Stock

 

 

19,145

 

 

 

19,542

 

 

 

 

 

 

 

 

Weighted-Average Shares Used to Compute Diluted Earnings Per Share:

 

 

 

 

 

 

Class A Common Stock

 

 

30,706

 

 

 

30,279

 

Class B Common Stock

 

 

19,145

 

 

 

19,542

 

 

(The accompanying notes are an integral part of these condensed consolidated financial statements)

 

3


 

CRAWFORD & COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Unaudited

 

 

 

Three Months Ended March 31,

 

(In thousands)

 

2025

 

 

2024

 

Net Income

 

$

6,740

 

 

$

2,779

 

 

 

 

 

 

 

 

Other Comprehensive (Loss) Income:

 

 

 

 

 

 

Net foreign currency translation (loss) gain, net of tax of $0 and $0, respectively

 

 

(3,712

)

 

 

1,199

 

 

 

 

 

 

 

 

Amortization of actuarial losses for retirement plans included in net periodic pension cost, net of tax of $625 and $643, respectively

 

 

2,487

 

 

 

2,559

 

 

 

 

 

 

 

 

Other Comprehensive (Loss) Income

 

 

(1,225

)

 

 

3,758

 

 

 

 

 

 

 

 

Comprehensive Income

 

 

5,515

 

 

 

6,537

 

 

 

 

 

 

 

 

Comprehensive (income) loss attributable to noncontrolling interests

 

 

(94

)

 

 

123

 

 

 

 

 

 

 

 

Comprehensive Income Attributable to Shareholders of Crawford & Company

 

$

5,421

 

 

$

6,660

 

 

 

(The accompanying notes are an integral part of these condensed consolidated financial statements)

 

4


 

CRAWFORD & COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

 

March 31,
2025

 

 

December 31,
2024

 

(In thousands)

 

(Unaudited)

 

 

*

 

ASSETS

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

57,367

 

 

$

55,412

 

Accounts receivable, less allowance for expected credit losses of $7,946 and $8,145, respectively

 

 

134,140

 

 

 

142,064

 

Unbilled revenues, at estimated billable amounts

 

 

136,596

 

 

 

131,080

 

Income taxes receivable

 

 

4,803

 

 

 

5,337

 

Prepaid expenses and other current assets

 

 

39,931

 

 

 

40,334

 

Total Current Assets

 

 

372,837

 

 

 

374,227

 

Net Property and Equipment

 

 

19,040

 

 

 

20,554

 

Other Assets:

 

 

 

 

 

 

Operating lease right-of-use assets, net

 

 

72,419

 

 

 

78,808

 

Goodwill

 

 

76,374

 

 

 

76,368

 

Intangible assets arising from business acquisitions, net

 

 

72,023

 

 

 

74,545

 

Capitalized software costs, net

 

 

113,530

 

 

 

111,854

 

Deferred income tax assets

 

 

23,962

 

 

 

25,305

 

Other noncurrent assets

 

 

42,074

 

 

 

42,094

 

Total Other Assets

 

 

400,382

 

 

 

408,974

 

TOTAL ASSETS

 

$

792,259

 

 

$

803,755

 

* Derived from the audited Consolidated Balance Sheet

(The accompanying notes are an integral part of these condensed consolidated financial statements)

 

5


 

CRAWFORD & COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS — CONTINUED

 

 

 

March 31,
2025

 

 

December 31,
2024

 

(In thousands, except par value amounts)

 

(Unaudited)

 

 

*

 

LIABILITIES AND SHAREHOLDERS' INVESTMENT

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

Short-term borrowings

 

$

41,295

 

 

$

17,822

 

Accounts payable

 

 

44,590

 

 

 

50,605

 

Accrued compensation and related costs

 

 

72,597

 

 

 

101,371

 

Self-insured risks

 

 

21,332

 

 

 

27,813

 

Income taxes payable

 

 

3,718

 

 

 

3,343

 

Operating lease liability

 

 

23,648

 

 

 

24,541

 

Other accrued liabilities

 

 

43,297

 

 

 

38,103

 

Deferred revenues

 

 

35,724

 

 

 

36,129

 

Total Current Liabilities

 

 

286,201

 

 

 

299,727

 

Noncurrent Liabilities:

 

 

 

 

 

 

Long-term debt and finance leases, less current installments

 

 

205,274

 

 

 

200,315

 

Operating lease liability

 

 

61,192

 

 

 

66,811

 

Deferred revenues

 

 

23,780

 

 

 

23,556

 

Accrued pension liabilities

 

 

20,471

 

 

 

21,084

 

Other noncurrent liabilities

 

 

36,318

 

 

 

36,711

 

Total Noncurrent Liabilities

 

 

347,035

 

 

 

348,477

 

Shareholders' Investment:

 

 

 

 

 

 

Class A common stock, $1.00 par value; 50,000 shares authorized; 30,217 and 30,124 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively

 

 

30,217

 

 

 

30,124

 

Class B common stock, $1.00 par value; 50,000 shares authorized; 19,145 and 19,145 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively

 

 

19,145

 

 

 

19,145

 

Additional paid-in capital

 

 

88,437

 

 

 

87,118

 

Retained earnings

 

 

241,177

 

 

 

237,948

 

Accumulated other comprehensive loss

 

 

(218,388

)

 

 

(217,125

)

Shareholders' Investment Attributable to Shareholders of Crawford & Company

 

 

160,588

 

 

 

157,210

 

Noncontrolling interests

 

 

(1,565

)

 

 

(1,659

)

Total Shareholders' Investment

 

 

159,023

 

 

 

155,551

 

TOTAL LIABILITIES AND SHAREHOLDERS' INVESTMENT

 

$

792,259

 

 

$

803,755

 

* Derived from the audited Consolidated Balance Sheet

(The accompanying notes are an integral part of these condensed consolidated financial statements)

 

6


 

CRAWFORD & COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited

 

 

 

Three Months Ended March 31,

 

(In thousands)

 

2025

 

 

2024

 

Cash Flows from Operating Activities:

 

 

 

 

 

 

Net income

 

$

6,740

 

 

$

2,779

 

Reconciliation of net income to net cash used in operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

9,647

 

 

 

9,299

 

Stock-based compensation

 

 

1,390

 

 

 

1,218

 

Loss (gain) on disposal of property and equipment

 

 

564

 

 

 

(81

)

Contingent earnout adjustments

 

 

363

 

 

 

151

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable, net

 

 

6,002

 

 

 

6,312

 

Unbilled revenues, net

 

 

(8,045

)

 

 

(9,511

)

Accrued or prepaid income taxes

 

 

229

 

 

 

942

 

Accounts payable and accrued liabilities

 

 

(25,176

)

 

 

(25,837

)

Deferred revenues

 

 

315

 

 

 

116

 

Accrued retirement costs

 

 

(3,211

)

 

 

(3,546

)

Prepaid expenses and other operating activities

 

 

(2,741

)

 

 

(1,645

)

Net cash used in operating activities

 

 

(13,923

)

 

 

(19,803

)

 

 

 

 

 

 

Cash Flows from Investing Activities:

 

 

 

 

 

 

Acquisitions of property and equipment

 

 

(994

)

 

 

(1,541

)

Capitalization of computer software costs

 

 

(8,329

)

 

 

(8,009

)

Proceeds from settlement of life insurance policies

 

 

210

 

 

 

 

Net cash used in investing activities

 

 

(9,113

)

 

 

(9,550

)

 

 

 

 

 

 

Cash Flows from Financing Activities:

 

 

 

 

 

 

Cash dividends paid

 

 

(3,455

)

 

 

(3,443

)

Repurchases of common stock

 

 

 

 

 

(733

)

Increases in revolving credit facility borrowings

 

 

41,411

 

 

 

35,807

 

Payments on revolving credit facility borrowings

 

 

(12,901

)

 

 

(14,794

)

Payments of contingent consideration on acquisitions

 

 

 

 

 

(579

)

Other financing activities

 

 

(38

)

 

 

(185

)

Net cash provided by financing activities

 

 

25,017

 

 

 

16,073

 

Effects of exchange rate changes on cash and cash equivalents

 

 

(289

)

 

 

394

 

Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash

 

 

1,692

 

 

 

(12,886

)

Cash, Cash Equivalents, and Restricted Cash at Beginning of Year

 

 

56,329

 

 

 

59,545

 

Cash, Cash Equivalents, and Restricted Cash at End of Period

 

$

58,021

 

 

$

46,659

 

 

(The accompanying notes are an integral part of these condensed consolidated financial statements)

 

7


 

CRAWFORD & COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' INVESTMENT

Unaudited

(In thousands, except per share amounts)

 

 

 

Common Stock

 

 

 

 

 

 

 

 

Accumulated

 

 

Shareholders'
Investment
Attributable to

 

 

 

 

 

 

 

2025

 

Class A
Non-Voting

 

 

Class B
Voting

 

 

Additional
Paid-In
Capital

 

 

Retained
Earnings

 

 

Other
Comprehensive
Loss

 

 

Shareholders
of Crawford
& Company

 

 

Noncontrolling
Interests

 

 

Total
Shareholders'
Investment

 

Balance at January 1, 2025

 

$

30,124

 

 

$

19,145

 

 

$

87,118

 

 

$

237,948

 

 

$

(217,125

)

 

$

157,210

 

 

$

(1,659

)

 

$

155,551

 

Net income

 

 

 

 

 

 

 

 

 

 

 

6,684

 

 

 

 

 

 

6,684

 

 

 

56

 

 

 

6,740

 

Other comprehensive (loss) income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,263

)

 

 

(1,263

)

 

 

38

 

 

 

(1,225

)

Cash dividends paid (Class A - $0.07 per share, Class B - $0.07 per share)

 

 

 

 

 

 

 

 

 

 

 

(3,455

)

 

 

 

 

 

(3,455

)

 

 

 

 

 

(3,455

)

Stock-based compensation

 

 

 

 

 

 

 

 

1,390

 

 

 

 

 

 

 

 

 

1,390

 

 

 

 

 

 

1,390

 

Shares issued in connection with stock-based compensation plans, net

 

 

93

 

 

 

 

 

 

(71

)

 

 

 

 

 

 

 

 

22

 

 

 

 

 

 

22

 

Balance at March 31, 2025

 

$

30,217

 

 

$

19,145

 

 

$

88,437

 

 

$

241,177

 

 

$

(218,388

)

 

$

160,588

 

 

$

(1,565

)

 

$

159,023

 

 

 

 

 

Common Stock

 

 

 

 

 

 

 

 

Accumulated

 

 

Shareholders'
Investment
Attributable to

 

 

 

 

 

 

 

2024

 

Class A
Non-Voting

 

 

Class B
Voting

 

 

Additional
Paid-In
Capital

 

 

Retained
Earnings

 

 

Other
Comprehensive
Loss

 

 

Shareholders
of Crawford
& Company

 

 

Noncontrolling
Interests

 

 

Total
Shareholders' Investment

 

Balance at January 1, 2024

 

$

29,525

 

 

$

19,555

 

 

$

82,589

 

 

$

228,564

 

 

$

(218,615

)

 

$

141,618

 

 

$

(1,787

)

 

$

139,831

 

Net income

 

 

 

 

 

 

 

 

2,837

 

 

 

 

 

2,837

 

 

 

(58

)

 

 

2,779

 

Other comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

3,823

 

 

 

3,823

 

 

 

(65

)

 

 

3,758

 

Cash dividends paid (Class A - $0.07 per share, Class B - $0.07 per share)

 

 

 

 

 

 

 

 

(3,443

)

 

 

 

 

(3,443

)

 

 

 

 

 

(3,443

)

Stock-based compensation

 

 

 

 

 

 

1,218

 

 

 

 

 

 

 

1,218

 

 

 

 

 

 

1,218

 

Repurchases of common stock

 

 

 

 

(86

)

 

 

 

 

 

(647

)

 

 

 

 

(733

)

 

 

 

 

 

(733

)

Decrease in value of noncontrolling interest due to acquisition

 

 

 

 

 

 

(550

)

 

 

 

 

 

 

(550

)

 

 

550

 

 

 

 

Shares issued in connection with stock-based compensation plans, net

 

 

103

 

 

 

 

 

(153

)

 

 

 

 

 

 

(50

)

 

 

 

 

 

(50

)

Dividends paid to noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(122

)

 

 

(122

)

Balance at March 31, 2024

 

$

29,628

 

 

$

19,469

 

 

$

83,104

 

 

$

227,311

 

 

$

(214,792

)

 

$

144,720

 

 

$

(1,482

)

 

$

143,238

 

 

(The accompanying notes are an integral part of these condensed consolidated financial statements)

8


 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Unaudited

 

Based in Atlanta, Georgia, Crawford & Company ("Crawford" or "the Company") is a leading global provider of claims management and outsourcing solutions to insurance companies and self-insured entities with an expansive network serving clients in more than 70 countries.

Shares of the Company's two classes of common stock are traded on the New York Stock Exchange ("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 for the Class B Common Stock (CRD-B), and protections for the non-voting Class A Common Stock (CRD-A). More information can be found on the Company's website www.crawco.com. The information contained on, or hyperlinked from, the Company's website is not a part of, and is not incorporated by reference into, this report.

 

1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the United States Securities and Exchange Commission (the "SEC"). These unaudited condensed consolidated financial statements omit certain notes and other financial information and therefore, should be read in conjunction with the 2024 Form 10-K. The Condensed Consolidated Balance Sheet information presented herein as of December 31, 2024 has been derived from the audited consolidated financial statements as of that date. For further information, refer to the consolidated financial statements and notes thereto included in the Company's Form 10-K for the year ended December 31, 2024.

Due to the impact of weather activity and other macroeconomic uncertainties, the Company's operating results for the three months ended March 31, 2025 and financial position as of March 31, 2025 are not necessarily indicative of the results or financial position that may be expected for the year ending December 31, 2025 or for other future periods. The financial results from the Company's operations outside of the U.S., Canada, the Caribbean, and certain subsidiaries in the Philippines, are reported and consolidated on a two-month delayed basis (fiscal year-end of October 31) as permitted by GAAP in order to provide sufficient time for accumulation of their results.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments (consisting only of normal recurring accruals and adjustments) considered necessary for a fair presentation have been included. There have been no material changes to our significant accounting policies and estimates from those disclosed in the Company's financial statements included in Form 10-K for the year ended December 31, 2024 other than as disclosed herein.

The Company has four reportable segments consisting of North America Loss Adjusting, International Operations, Broadspire, and Platform Solutions. Significant intercompany transactions have been eliminated in consolidation.

The Company consolidates the liabilities of its deferred compensation plan and the related assets, which are held in a rabbi trust and also considered a variable interest entity ("VIE") of the Company. The rabbi trust was created to fund the liabilities of the Company's deferred compensation plan. The Company is considered the primary beneficiary of the rabbi trust because the Company directs the activities of the trust and can use the assets of the trust to satisfy the liabilities of the Company's deferred compensation plan. At March 31, 2025 and December 31, 2024, the liabilities of the deferred compensation plan were $6,335,000 and $6,248,000, respectively, which represented obligations of the Company rather than of the rabbi trust, and the values of the assets held in the related rabbi trust were $10,429,000 and $10,389,000, respectively. These liabilities and assets are included in "Other noncurrent liabilities" and "Other noncurrent assets," respectively, on the Company's unaudited Condensed Consolidated Balance Sheets.

Noncontrolling interests represent the minority shareholders' share of the net income or loss and shareholders' investment in consolidated subsidiaries. Noncontrolling interests are presented as a component of shareholders' investment in the unaudited Condensed Consolidated Balance Sheets and reflect the initial fair value of these investments by noncontrolling shareholders, along with their proportionate share of the income or loss of the subsidiaries, less any dividends or distributions.

 

9


 

2. Recently Issued Accounting Standards

Improvements to Reportable Segment Disclosures (ASU 2023-07)

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires more detailed information about a reportable segment’s expenses. The new standard is effective for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024, with retrospective application required. The Company adopted this guidance as of December 31, 2024. Refer to Note 10, "Segment Information" for updated segment disclosures.

Improvements to Income Tax Disclosures (ASU 2023-09)

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, a new accounting standard to enhance the transparency and decision usefulness of income tax disclosures. The new standard is effective for fiscal years beginning after December 15, 2024, with retrospective application permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements and plans to adopt at December 31, 2025.

Disaggregation of Income Statement Expenses (ASU 2024-01)

In November 2024, the FASB issued ASU 2024-01, Disaggregation of Income Statement Expenses (Topic 220): Reporting Comprehensive Income - Expense Disaggregation Disclosures, which requires disclosures of disaggregated information about certain income statement expense line items, such as inventory purchases, employee compensation, and depreciation. The new standard is effective for fiscal years beginning after December 15, 2026 and interim periods beginning after December 15, 2027, with retrospective application permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.

3. Revenue Recognition

Revenue from Contracts with Customers

Revenues are recognized when control of the promised services is transferred to the Company's customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Revenues are recognized net of any sales, use or value added taxes collected from customers, which are subsequently remitted to governmental authorities. As the Company completes its performance obligations which are identified below, it has an unconditional right to consideration as outlined in the Company's contracts. Generally, the Company's accounts receivables are expected to be collected in less than two months.

The Company's North America Loss Adjusting and International Operations segments generate revenue for adjusting services provided to insurance companies and self-insured entities related to property and casualty losses caused by physical damage to commercial and residential real property and certain types of personal property. These segments also generate revenues for claims management services provided to insurance companies and self-insured entities related to large, complex losses with technical adjusting and industry experts servicing a broad range of industries. The Company charges on a fee-per-claim basis for each optional purchase of the claims management services exercised by its customer. The Company also performs Legal Services within its International Operations segment. Revenue is recognized over time as the performance obligations are satisfied through the effort expended to research, investigate, evaluate, document and report the claim and control of these services is transferred to the customer. Revenue is recognized based on the claim type for fixed fee claims applied utilizing a portfolio approach based on time elapsed for these claims. For claims billed on a time and expense incurred basis, which are considered variable consideration, the Company recognizes revenue at the amount in which it has the right to invoice for services performed. These methods of revenue recognition are the most accurate depiction of the transfer of the claims management services to the customer. Task assignment services are single optional purchase performance obligations which are generally satisfied at a point in time when the control of the service is transferred to the customer. Therefore, revenue is recognized when the customer receives the service requested.

The following table presents North America Loss Adjusting revenues before reimbursements disaggregated by geography for the three months ended March 31, 2025 and 2024:

 

 

 

Three Months Ended

 

(in thousands)

 

March 31,
2025

 

 

March 31,
2024

 

U.S.

 

$

57,964

 

 

$

53,524

 

Canada

 

 

21,776

 

 

 

23,841

 

Total North America Loss Adjusting Revenues before Reimbursements

 

$

79,740

 

 

$

77,365

 

 

10


 

The following table presents International Operations revenues before reimbursements disaggregated by geography and service line for the three months ended March 31, 2025 and 2024:

 

 

 

Three Months Ended

 

(in thousands)

 

March 31,
2025

 

 

March 31,
2024

 

U.K.

 

$

41,809

 

 

$

37,899

 

Europe

 

 

26,184

 

 

 

23,621

 

Australia

 

 

16,578

 

 

 

17,280

 

Asia

 

 

6,167

 

 

 

5,369

 

Latin America

 

 

8,012

 

 

 

8,196

 

International Loss Adjusting

 

$

98,750

 

 

$

92,365

 

 

 

 

 

 

 

 

U.K.

 

$

2,533

 

 

$

2,356

 

Australia

 

 

2,470

 

 

 

2,381

 

Latin America

 

 

641

 

 

 

990

 

Crawford Legal Services

 

$

5,644

 

 

$

5,727

 

Total International Operations Revenues before Reimbursements

 

$

104,394

 

 

$

98,092

 

 

The Company’s Broadspire segment is a third party administrator that generates revenue through its Claims Management and Medical Management service lines.

The Claims Management service line includes Workers' Compensation, Liability, Property and Disability Claims Management. This service line also performs additional services such as Accident & Health claims programs, including Affinity type claims, and disability and leave management services. Each claim referred by the customer is considered an additional optional purchase of claims management services under the agreement with the customer. The transaction price is specified in the contract and is fixed for each service. Revenue is recognized over time as services are provided as the performance obligations are satisfied through the effort expended to research, investigate, evaluate, document, and report the claim and control of these services is transferred to the customer. Revenue is recognized based on historical claim closure rates and claim type applied utilizing a portfolio approach based on time elapsed for these claims as the Company believes this is the most accurate depiction of the transfer of claims management services to its customer. Broadspire also provides claims management services on a monthly basis for which revenue is recognized over time based on claims received and staff required to complete its claim handling obligations. Broadspire also provides Risk Management Information Services and Account Administration Services and generates revenues from income earned for managing funds maintained to administer claims for its customers. For non-claim services provided in the Claims Management service line, revenue is recognized over time as services are provided and control of these services is transferred to the customer. Revenue is recognized as time elapses as this is the most accurate depiction of the transfer of the service to the customer.

The Company's obligation to manage claims under the Claims Management service line can range from less than one year, on a one- or two-year basis or for the lifetime of the claim. Under certain claims management agreements, the Company receives consideration from a customer at contract inception prior to transferring services to the customer, however, it would begin performing services immediately. The period between a customer’s payment of consideration and the completion of the promised services could be greater than one year. There is no difference between the amount of promised consideration and the cash selling price of the promised services. The fee is billed upfront by the Company in order to provide customers with simplified and predictable ways of purchasing its services and it is customary to invoice service fees when the claim is assigned. The Company considered whether a significant financing component exists and determined that there is not a significant financing component at the contract level.

The Medical Management service line offers case managers who provide administration services by proactively managing medical treatment plans for claimants while facilitating an understanding of and participation in their rehabilitation process. Revenue for Medical Management services is recognized over time as the performance obligations are satisfied through the effort expended to manage the medical treatment for claimants and control of these services is transferred to the customer. Medical Management services are generally billed based on time incurred, are considered variable consideration, and revenue is recognized at the amount for which the Company has the right to invoice for services performed. This method of revenue recognition is the most accurate depiction of the transfer of the Medical Management services to the customer. The Company also performs medical bill review services. Medical bill review services provide an analysis of medical charges for clients’ claims to identify opportunities for savings. Medical bill review services revenues are recognized over time as control of the service is transferred to the customer. Revenue is recognized based upon the transfer of the results of the medical bill review service to the customer as this is the most accurate depiction of the transfer of the service to the customer.

11


 

The following table presents Broadspire revenues before reimbursements disaggregated by service line for the three months ended March 31, 2025 and 2024:

 

 

 

Three Months Ended

 

(in thousands)

 

March 31,
2025

 

 

March 31,
2024

 

Claims Management

 

$

49,654

 

 

$

48,398

 

Medical Management

 

 

46,730

 

 

 

45,900

 

Total Broadspire Revenues before Reimbursements

 

$

96,384

 

 

$

94,298

 

 

The Company's Platform Solutions segment principally generates revenues through its Contractor Connection, Networks and Subrogation service lines.

The Contractor Connection service line generates revenue through its independently managed contractor network. Contractor Connection primarily generates revenue by receiving a fee for each project that is sold by its network of contractors. Revenue is recognized at a point in time once the consumer accepts the contractor's proposal as Contractor Connection’s performance obligation of referring projects to its contractors has been completed and the Company is entitled to consideration at that time. The contractor takes control of the service upon the consumer’s acceptance of the contractor’s proposal.

The Networks service line generates revenues for claims management services provided to insurance companies and self-insured entities related to property, casualty and catastrophic losses. Revenue is recognized over time as the performance obligations are satisfied through the effort expended to research, investigate, evaluate, document and report the claim and control of these services is transferred to the customer. Revenue is recognized based on the claim type for fixed fee claims, applied based on time elapsed for these claims. For claims billed on a time and expense incurred basis, which are considered variable consideration, the Company recognizes revenue at the amount for which it has the right to invoice for services performed. These methods of revenue recognition are the most accurate depiction of the transfer of the claims management services to the customer.

The Subrogation service line provides subrogation recovery and consultative services for the property and casualty insurance industry. Revenue is recognized at a point in time when the subrogation is successful and cash consideration is received.

The following table presents Platform Solutions revenues before reimbursements disaggregated by service line for the three months ended March 31, 2025 and 2024:

 

 

 

Three Months Ended

 

(in thousands)

 

March 31,
2025

 

 

March 31,
2024

 

Contractor Connection

 

$

16,901

 

 

$

16,945

 

Networks

 

 

7,325

 

 

 

7,743

 

Subrogation

 

 

7,288

 

 

 

7,211

 

Total Platform Solutions Revenues before Reimbursements

 

$

31,514

 

 

$

31,899

 

 

In the normal course of business, the Company's segments incur certain out-of-pocket expenses that are thereafter reimbursed by its customers. The Company controls the promised good or service before it is transferred to its customer, therefore it is a principal in the transaction. These out-of-pocket expenses and associated reimbursements are reported on a gross basis within expenses and revenues, respectively, in the Company's unaudited Condensed Consolidated Statements of Operations.

Claims Management Performance Obligations

For claims management services, the Company typically has one performance obligation; however, it also provides the customer with an option to acquire additional services. The Company sells multiple lines of claims processing and different levels of processing depending on the complexity of the claims. The Company typically provides a menu of offerings from which the customer chooses to purchase at its option. The price of each service is separate and distinct and provides a separate and distinct value to the customer. Pricing is consistent for each service irrespective of the other services or quantities requested by the customer. For example, if the Company provides claims processing for both auto and general liability, those services are priced and delivered independently. These additional services represent optional purchases of additional claims management services and do not represent arrangements with multiple performance obligations.

12


 

Contract Balances

The timing of revenue recognition, billings and cash collections result in billed accounts receivables, unbilled accounts receivable reported as "Unbilled revenues, at estimated billable amounts," and "Deferred revenues" on the Company’s unaudited Condensed Consolidated Balance Sheets. Unbilled revenues is recorded for revenue that has been recognized in advance of billing the customer, resulting from professional services delivered that the Company expects and is entitled to receive as consideration under certain contracts. Billing requirements vary by contract but substantially all unbilled revenues are billed within one year.

When the Company receives consideration from a customer prior to transferring services to the customer under the terms of certain claims management agreements, it records deferred revenues on its unaudited Condensed Consolidated Balance Sheets, which represents a contract liability. These fixed-fee service agreements typically result from the Broadspire segment and require the Company to handle claims on either a one- or two-year basis, or for the lifetime of the claim. In cases where it handles a claim on a non-lifetime basis, the Company typically receives an additional fee on each anniversary date that the claim remains open. For service agreements where it provides services for the life of the claim, the Company is paid one upfront fee regardless of the duration of the claim. The Company recognizes deferred revenues as revenues as it performs services and transfers control of the services to the customer and satisfies the performance obligation which it determines utilizing a portfolio approach.

The Company's deferred revenues for claims handled for one or two years are not as sensitive to changes in claim closing rates since the performance obligations are satisfied within a fixed length of time. Deferred revenues for lifetime claim handling are more sensitive to changes in claim closing rates since the Company is obligated to handle these claims to conclusion with no additional fees received for long-lived claims. Deferred revenues related to lifetime claim handling arrangements approximated $40,238,000 and $39,600,000 as of March 31, 2025 and December 31, 2024, respectively. For all fixed fee service agreements, revenues are recognized over the expected service periods, by type of claim. Based upon its historical averages, the Company closes approximately 99% of all cases referred to it under lifetime claim service agreements within five years from the date of referral. Also, within that five-year period, the percentage of cases remaining open in any one particular year has remained relatively consistent from period to period. Each quarter the Company evaluates its historical case closing rates by type of claim utilizing a portfolio approach and adjusts deferred revenues as necessary. As a portfolio approach is utilized to recognize deferred revenues, any changes in estimates will impact the timing of revenue recognition and any changes in estimates are recognized in the period in which they are determined.

The table below presents the deferred revenues balance as of January 1, 2025 and the significant activity affecting deferred revenues during the three months ended March 31, 2025:

 

(In Thousands)

 

 

 

Customer Contract Liabilities

 

Deferred
Revenue

 

Balance at January 1, 2025

 

$

59,685

 

Quarterly additions

 

 

25,100

 

Revenue recognized from the prior periods

 

 

(15,874

)

Revenue recognized from current quarter additions

 

 

(9,406

)

Balance as of March 31, 2025

 

$

59,505

 

 

Remaining Performance Obligations

As of March 31, 2025, the Company had $101,400,000 of remaining performance obligations related to claims and non-claims services for which the price is fixed. Remaining performance obligations consist of deferred revenues as well as certain claims where the processing has not yet occurred. The Company expects to recognize approximately 71% of its remaining performance obligations as revenues within one year and the remaining balance thereafter.

Costs to Obtain a Contract

The Company has a sales incentive compensation program where payment is based on the revenues recognized in the period. The payment does not represent an incremental cost to the Company that provides a future benefit expected to be longer than one year. Therefore it does not meet the criteria to be capitalized and presented as a contract asset on the Company's unaudited Condensed Consolidated Balance Sheets.

Practical Expedients Elected

As a practical expedient, the Company does not adjust the consideration in a contract for the effects of a significant financing component it expects, at contract inception, when the period between a customer’s payment of consideration and the transfer of promised services to the customer will be one year or less. For claims management services that are billed on a time and expense incurred or per unit basis, the Company recognizes revenue at the amount to which it has the right to invoice for services performed.

13


 

The Company does not disclose the value of remaining performance obligations for (i) contracts for which it recognizes revenue at the amount to which it has the right to invoice for services performed, or (ii) contracts with variable consideration allocated entirely to a single performance obligation.

4. Credit Losses

The Company maintains an allowance for expected credit losses resulting primarily from the inability of clients to make required payments. Such losses are accounted for as bad debt expense. These allowances are established using historical write-off or adjustment information to project future experience and by considering the current creditworthiness of clients, any known specific collection problems, and an assessment of current industry and economic conditions. The Company evaluates the risks related to its trade receivables and contract assets by considering customer type, geography, and aging. Actual experience may differ significantly from historical or expected loss results. The Company writes off account receivables and unbilled revenues when they become uncollectible, and any payments subsequently received are accounted for as recoveries.

5. Income Taxes

The Company's consolidated effective income tax rate may change periodically due to changes in enacted statutory tax rates, changes in tax law or policy, changes in the composition of taxable income from the countries in which it operates, the Company's ability to utilize net operating loss and tax credit carryforwards, and changes in unrecognized tax benefits.

The provision for income taxes on consolidated income before income taxes totaled $2,480,000 and $1,047,000 for the three months ended March 31, 2025 and 2024, respectively. The overall effective tax rate decreased to 26.9% for the three months ended March 31, 2025 compared with 27.4% for the 2024 period primarily due to higher earnings as compared to 2024.

6. Defined Benefit Pension Plans

Net periodic cost related to all of the Company's defined benefit pension plans recognized in the Company's unaudited Condensed Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024 included the following components:

 

 

 

Three Months Ended

 

(in thousands)

 

March 31,
2025

 

 

March 31,
2024

 

Service cost

 

$

430

 

 

$

384

 

Interest cost

 

 

5,360

 

 

 

5,746

 

Expected return on assets

 

 

(6,089

)

 

 

(6,409

)

Amortization of actuarial loss

 

 

3,117

 

 

 

3,186

 

Net periodic cost

 

$

2,818

 

 

$

2,907

 

 

For the three months ended March 31, 2025 and 2024, the non-service components of net periodic pension expense totaled $2,388,000 and $2,523,000, respectively. These amounts are included in "Other Loss, net" on the unaudited Condensed Consolidated Statements of Operations.

 

For the three months ended March 31, 2025, the Company made no contributions to the U.S. defined benefit pension plan and contributed $774,000 to the U.K. defined benefit pension plans, as compared with no contributions to the U.S. defined benefit pension plan and contributed $602,000 to the U.K. defined benefit pension plans during the three months ended March 31, 2024.

7. Net Income Attributable to Shareholders of Crawford & Company per Common Share

The Company computes earnings per share of its non-voting Class A Common Stock ("CRD-A") and voting Class B Common Stock ("CRD-B") using the two-class method, which allocates the undistributed earnings in each period to each class on a proportionate basis. The Company's Board of Directors has the right, but not the obligation, to declare higher dividends on the CRD-A shares than on the CRD-B shares, subject to certain limitations. In periods when the dividend is the same for CRD-A and CRD-B or when no dividends are declared or paid to either class, the two-class method generally will yield the same earnings per share for CRD-A and CRD-B. During 2025 and 2024, the Board of Directors has declared the same dividend on CRD-A and CRD-B.

14


 

The computations of basic net income attributable to shareholders of Crawford & Company per common share were as follows:

 

 

 

Three Months Ended

 

 

 

March 31,
2025

 

 

March 31,
2024

 

(in thousands, except per share amounts)

 

CRD-A

 

 

CRD-B

 

 

CRD-A

 

 

CRD-B

 

Earnings per share - basic:

 

 

 

 

 

 

 

 

 

 

 

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

Allocation of undistributed earnings

 

$

1,976

 

 

$

1,253

 

 

$

(365

)

 

$

(241

)

Dividends paid

 

 

2,115

 

 

 

1,340

 

 

 

2,074

 

 

 

1,369

 

Net income attributable to common shareholders, basic

 

$

4,091

 

 

$

2,593

 

 

$

1,709

 

 

$

1,128

 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding, basic

 

 

30,175

 

 

 

19,145

 

 

 

29,586

 

 

 

19,542

 

Earnings per share - basic

 

$

0.14

 

 

$

0.14

 

 

$

0.06

 

 

$

0.06

 

 

The computations of diluted net income attributable to shareholders of Crawford & Company per common share were as follows:

 

 

 

Three Months Ended

 

 

 

March 31,
2025

 

 

March 31,
2024

 

(in thousands, except per share amounts)

 

CRD-A

 

 

CRD-B

 

 

CRD-A

 

 

CRD-B

 

Earnings per share - diluted:

 

 

 

 

 

 

 

 

 

 

 

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

Allocation of undistributed earnings

 

$

1,989

 

 

$

1,240

 

 

$

(368

)

 

$

(238

)

Dividends paid

 

 

2,115

 

 

 

1,340

 

 

 

2,074

 

 

 

1,369

 

Net income attributable to common shareholders, diluted

 

$

4,104

 

 

$

2,580

 

 

$

1,706

 

 

$

1,131

 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding, basic

 

 

30,175

 

 

 

19,145

 

 

 

29,586

 

 

 

19,542

 

Weighted-average effect of dilutive securities

 

 

531

 

 

 

 

 

 

693

 

 

 

Weighted-average common shares outstanding, diluted

 

 

30,706

 

 

 

19,145

 

 

 

30,279

 

 

 

19,542

 

Earnings per share - diluted

 

$

0.13

 

 

$

0.13

 

 

$

0.06

 

 

$

0.06

 

 

Listed below are the shares excluded from the denominator in the preceding computation of diluted earnings per share for CRD-A:

 

 

 

Three Months Ended

(in thousands)

 

March 31,
2025

 

March 31,
2024

Performance stock grants excluded because performance conditions have not been met (1)

 

807

 

1,100

 

(1) Compensation cost is recognized for these performance stock grants based on expected achievement rates; however, no consideration is given to these performance stock grants when calculating diluted earnings per share until the performance measurements have been achieved.

The following table details shares issued during the three months ended March 31, 2025 and 2024, including restricted shares that were returned prior to vesting. These shares are included from their dates of issuance in the weighted-average common shares used to compute basic and diluted earnings per share for CRD-A in the table above. There were no shares of CRD-B issued during any of these periods.

 

 

 

Three Months Ended

 

(in thousands)

 

March 31,
2025

 

 

March 31,
2024

 

CRD-A issued under the Non-Employee Director Stock Plan

 

 

89

 

 

 

71

 

CRD-A issued under the Employee Stock Purchase Plan

 

 

4

 

 

 

32

 

 

15


 

 

Effective November 4, 2021, the Company’s Board of Directors authorized the repurchase of up to 2,000,000 shares of CRD-A or CRD-B (or a combination of the two) through December 31, 2023 (the “2021 Repurchase Authorization”). On February 10, 2022, the Company's Board of Directors authorized the addition of 5,000,000 shares of CRD-A or CRD-B (or a combination of the two) to its 2021 Repurchase Authorization. The Company's Board of Directors subsequently amended this authorization to allow for repurchases through December 31, 2025. Repurchases may be made in the open market or privately negotiated transactions at such times and for such prices as management deems appropriate, subject to applicable regulatory guidelines. The authorization does not obligate Crawford to acquire any stock, and purchases may be commenced or suspended at any time based on market conditions and other factors that the Company deems appropriate. At March 31, 2025, the Company had remaining authorization to repurchase 1,089,809 shares under the 2021 Repurchase Authorization.

During the three months ended March 31, 2025, the Company did not repurchase any shares of CRD-A or CRD-B. During the three months ended March 31, 2024, the Company did not repurchase any shares of CRD-A and repurchased 85,632 shares of CRD-B at an average cost of $8.56.

8. Accumulated Other Comprehensive Loss

Comprehensive (loss) income for the Company consists of the total of net income, foreign currency translation adjustments, and accrued pension and retiree medical liability adjustments. Foreign currency translation adjustments include the net realized losses from intra-entity loans that are long-term in nature of $(170,000) for the three months ended March 31, 2025. The changes in components of "Accumulated other comprehensive loss" ("AOCL"), net of taxes and noncontrolling interests, included in the Company's unaudited condensed consolidated financial statements were as follows:

 

 

 

Three Months Ended March 31, 2025

 

(in thousands)

 

Foreign
currency
translation
adjustments

 

 

Retirement
liabilities
(1)

 

 

AOCL
attributable
to shareholders
of Crawford &
Company

 

Beginning balance

 

$

(50,079

)

 

$

(167,046

)

 

$

(217,125

)

Other comprehensive income loss before reclassifications

 

 

(3,750

)

 

 

 

 

 

(3,750

)

Amounts reclassified from accumulated other comprehensive income to net income

 

 

 

 

 

2,487

 

 

 

2,487

 

Net current period other comprehensive (loss) income

 

 

(3,750

)

 

 

2,487

 

 

 

(1,263

)

Ending balance

 

$

(53,829

)

 

$

(164,559

)

 

$

(218,388

)

 

 

 

Three Months Ended March 31, 2024

 

(in thousands)

 

Foreign
currency
translation
adjustments

 

 

Retirement
liabilities
(1)

 

 

AOCL
attributable
to shareholders
of Crawford &
Company

 

Beginning balance

 

$

(49,486

)

 

$

(169,129

)

 

$

(218,615

)

Other comprehensive income before reclassifications

 

 

1,264

 

 

 

 

 

 

1,264

 

Amounts reclassified from accumulated other comprehensive income to net income

 

 

 

 

 

2,559

 

 

 

2,559

 

Net current period other comprehensive income

 

 

1,264

 

 

 

2,559

 

 

 

3,823

 

Ending balance

 

$

(48,222

)

 

$

(166,570

)

 

$

(214,792

)

 

(1) Retirement liabilities reclassified to net income are related to the amortization of actuarial losses and are included in "Other Loss, net" in the Company's unaudited Condensed Consolidated Statements of Operations. See Note 6, "Defined Benefit Pension Plans" for additional details.

The other comprehensive loss amounts attributable to noncontrolling interests presented in the Company's unaudited Condensed Consolidated Statements of Shareholders' Investment are foreign currency translation adjustments.

16


 

9. Fair Value Measurements

The following table presents the Company's assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy:

 

 

 

 

 

 

Fair Value Measurements at March 31, 2025

 

 

 

 

 

 

 

 

 

Significant Other

 

 

Significant

 

 

 

 

 

 

Quoted Prices in

 

 

Observable

 

 

Unobservable

 

 

 

 

 

 

Active Markets

 

 

Inputs

 

 

Inputs

 

(in thousands)

 

Total

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds (1)

 

$

11,371

 

 

$

11,371

 

 

$

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Contingent earnout liability (2)

 

$

1,415

 

 

$

 

 

$

 

 

$

1,415

 

(1) The fair values of the money market funds were based on recently quoted market prices and reported transactions in an active marketplace. Money market funds are included in the Company's unaudited Condensed Consolidated Balance Sheets as "Cash and cash equivalents."

(2) The Level 3 fair value of the contingent earnout liability was estimated using internally-prepared revenue and EBITDA projections, and discount rates determined using a combination of observable and unobservable market data updated quarterly based on changes to projections of acquired entities over the respective earnout periods, which span multiple years. The Company recognized a pretax contingent earnout expense totaling $363,000 in the three months ended March 31, 2025, related to the fair value adjustment of earnout liabilities. The fair value of the contingent earnout liability is included in "Other accrued liabilities" and "Other noncurrent liabilities" on the Company's unaudited Condensed Consolidated Balance Sheets, based upon the term of the contingent earnout agreement.

Fair Value Disclosures

There were no transfers of assets between fair value levels during the three months ended March 31, 2025. The categorization of assets and liabilities within the fair value hierarchy and the measurement techniques are reviewed quarterly. Any transfers between levels are deemed to have occurred at the end of the quarter.

The fair values of accounts receivable, unbilled revenues, accounts payable and short-term borrowings approximate their respective carrying values due to the short-term maturities of the instruments. The interest rate on the Company's variable rate long-term debt resets at least every 90 days; therefore, the recorded value approximates fair value.

Nonrecurring Fair Value Disclosures

Goodwill is an asset that represents the excess of the purchase price over the fair value of the separately identifiable net assets (tangible and intangible) acquired in certain business combinations. Indefinite-lived intangible assets consist of trade names associated with acquired businesses. Goodwill and indefinite-lived intangible assets are not amortized but are subject to impairment testing at least annually. Other long-lived assets consist primarily of property and equipment, capitalized software, and amortizable intangible assets related to customer relationships, technology, and trade names with finite lives. Other long-lived assets are evaluated for impairment when impairment indicators are identified.

Goodwill is tested for impairment on October 1st of each year, or between annual impairment tests, if events or circumstances have occurred which indicate potential impairment of goodwill. When testing for impairment, the carrying value of each reporting unit, including goodwill, is compared with the estimated fair value of the respective reporting unit as determined utilizing a combination of the income and market approaches and is classified in Level 3 of the fair value hierarchy.

There were no goodwill impairments in 2024. The Company did not identify any impairment indicators during the three months ended March 31, 2025.

17


 

10. Segment Information

The Company has four reportable segments consisting of North America Loss Adjusting, International Operations, Broadspire, and Platform Solutions. The Company's reportable segments are comprised of the following:

North America Loss Adjusting, which services the North American property and casualty market. This is comprised of Loss Adjusting operations in the U.S. and Canada, including Global Technical Services. The Canadian operations include all operations within that country including third party administration and Contractor Connection.
International Operations, which services the global property and casualty market outside North America. This is comprised of Loss Adjusting operations in the U.K., Europe, Australia, Asia and Latin America, and includes Crawford Legal Services. International Operations includes all operations within the respective countries, including Loss Adjusting, Global Technical Services, Legal Services, third party administration, and where applicable, Contractor Connection services.
Broadspire, which provides third party administration for workers' compensation, auto and liability, disability absence management, medical management, and accident and health to corporations, brokers and insurers in the U.S.
Platform Solutions, which consists of the Contractor Connection, Networks, and Subrogation service lines in the U.S. The Networks service line includes Catastrophe operations.

The Platform Solutions reportable segment represents the aggregation of certain service line operating segments. Intersegment sales are recorded at cost and are not material.

Effective January 1, 2024, the Company combined the operating segments within North America Loss Adjusting and International Operations, and accordingly, there are no operating segments within these reportable segments to aggregate.

The Company's four reportable segments represent components of the business for which separate financial information is available, and which is evaluated regularly by the chief operating decision maker ("CODM"). The Company’s CEO, Mr. Rohit Verma, is considered the CODM as he is responsible for strategic decisions including the allocation of resources to each reporting segment and the assessment of their performance. Specifically, he assesses the financial health of each segment, reviews budgeting and resource allocation, directs all strategic planning, reviews investments for new products and technology allocations, evaluates pricing strategies and cash flow management, and oversees risk management for each segment. Mr. Verma regularly meets with the segment managers to discuss financial performance, operational issues and revenue forecasts. Additionally, the segment managers create segment-level budgets and forecasts and receive incentive compensation derived from the operating results of the segments. These financial packages are discussed in the meetings with Mr. Verma.

Operating earnings is the primary financial performance measure used by the Company's senior management and the CODM to evaluate the financial performance of the Company's operating segments and make resource allocation decisions. The Company believes this measure is useful to investors in that it allows them to evaluate segment operating performance using the same criteria used by the Company's senior management and CODM. The CODM considers revenues before reimbursements and operating earnings when making decisions about the allocation of operating and capital resources. Operating earnings will differ from net income computed in accordance with GAAP since operating earnings represent segment earnings before certain unallocated corporate and shared costs and credits, net corporate interest expense, stock option expense, amortization of acquisition-related intangible assets, contingent earnout adjustments, non-service pension costs, income taxes, and net income or loss attributable to noncontrolling interests.

Segment operating earnings includes allocations of certain corporate and shared costs. If the Company changes its allocation methods or changes the types of costs that are allocated to its four reportable segments, prior period amounts presented in the current period financial statements are adjusted to conform to the current allocation process.

In the normal course of its business, the Company sometimes pays for certain out-of-pocket expenses that are thereafter reimbursed by its clients. Under GAAP, these out-of-pocket expenses and associated reimbursements are required to be included when reporting expenses and revenues, respectively, in the Company's consolidated results of operations. However, in evaluating segment results, Company management excludes these reimbursements and related expenses from segment results, as they offset each other.

18


 

Financial information as of and for the three months ended March 31, 2025 and 2024 related to the Company's reportable segments is presented below:

 

 

 

Three Months Ended March 31, 2025

 

 

 

North America
Loss Adjusting

 

International
Operations

 

Broadspire

 

Platform
Solutions

 

Total

 

 

 

(In thousands)

 

Revenues before reimbursements

 

$

79,740

 

$

104,394

 

$

96,384

 

$

31,514

 

$

312,032

 

Less:

 

 

 

 

 

 

 

 

 

 

 

Segment Expenses:

 

 

 

 

 

 

 

 

 

 

 

     Compensation

 

 

45,261

 

 

52,418

 

 

44,983

 

 

14,773

 

 

157,435

 

     Benefits and payroll taxes

 

 

9,310

 

 

9,719

 

 

9,101

 

 

2,578

 

 

30,708

 

     Non-employee labor

 

 

1,447

 

 

8,441

 

 

4,267

 

 

693

 

 

14,848

 

Total Compensation

 

 

56,018

 

 

70,578

 

 

58,351

 

 

18,044

 

 

202,991

 

     Office rent and occupancy

 

 

1,037

 

 

3,435

 

 

2,109

 

 

956

 

 

7,537

 

     Other office operating expense (1)

 

 

4,542

 

 

6,938

 

 

4,417

 

 

1,814

 

 

17,711

 

     Depreciation

 

 

1,015

 

 

966

 

 

1,443

 

 

1,673

 

 

5,097

 

     Professional fees

 

 

410

 

 

2,345

 

 

3,982

 

 

626

 

 

7,363

 

     Cost of risk

 

 

152

 

 

(431

)

 

1,302

 

 

112

 

 

1,135

 

     Other, net (2)

 

 

739

 

 

1,642

 

 

281

 

 

471

 

 

3,133

 

Total Other Operating Expense

 

 

7,895

 

 

14,895

 

 

13,534

 

 

5,652

 

 

41,976

 

Allocated corporate, shared services, and administrative costs (3)

 

 

10,351

 

 

15,465

 

 

12,296

 

 

4,891

 

 

43,003

 

Total Segment Expenses

 

 

74,264

 

 

100,938

 

 

84,181

 

 

28,587

 

 

287,970

 

Segment Operating Earnings

 

$

5,476

 

$

3,456

 

$

12,203

 

$

2,927

 

$

24,062

 

Reconciliation of segment operating earnings:

 

 

 

 

 

 

 

 

 

 

 

Unallocated corporate administrative costs (4)

 

 

 

 

 

 

 

 

 

 

(6,218

)

Net corporate interest expense

 

 

 

 

 

 

 

 

 

 

(3,944

)

Stock option expense

 

 

 

 

 

 

 

 

 

 

(184

)

Amortization of acquisition-related intangible assets

 

 

 

 

 

 

 

 

 

 

(1,800

)

Non-service pension costs

 

 

 

 

 

 

 

 

 

 

(2,333

)

Contingent earnout adjustments

 

 

 

 

 

 

 

 

 

 

(363

)

Income before income taxes

 

 

 

 

 

 

 

 

 

 

9,220

 

Income taxes

 

 

 

 

 

 

 

 

 

 

(2,480

)

Net Income

 

 

 

 

 

 

 

 

 

 

6,740

 

Net Income Attributable to Noncontrolling Interests

 

 

 

 

 

 

 

 

 

 

(56

)

Net Income Attributable to Shareholders of Crawford & Company

 

 

 

 

 

 

 

 

 

$

6,684

 

 

19


 

 

 

 

Three Months Ended March 31, 2024

 

 

North America
Loss Adjusting

International
Operations

Broadspire

Platform
Solutions

Total

 

 

(In thousands)

Revenues before reimbursements

 

$77,365

$98,092

$94,298

$31,899

$301,654

Less:

 

 

 

 

 

 

Segment Expenses:

 

 

 

 

 

 

     Compensation

 

45,083

50,085

43,958

15,324

154,450

     Benefits and payroll taxes

 

9,234

9,464

8,942

2,705

30,345

     Non-employee labor

 

1,150

5,430

4,357

901

11,838

Total Compensation

 

55,467

64,979

57,257

18,930

196,633

     Office rent and occupancy

 

1,255

3,735

2,289

976

8,255

     Other office operating expense (1)

 

3,667

7,037

4,075

1,701

16,480

     Depreciation

 

837

796

1,275

1,643

4,551

     Professional fees

 

331

2,712

4,109

498

7,650

     Cost of risk

 

486

811

708

226

2,231

     Other, net (2)

 

1,076

2,041

280

705

4,102

Total Other Operating Expense

 

7,652

17,132

12,736

5,749

43,269

Allocated corporate, shared services, and administrative costs (3)

 

9,767

14,291

11,501

6,105

41,664

Total Segment Expenses

 

72,886

96,402

81,494

30,784

281,566

Segment Operating Earnings

 

$4,479

$1,690

$12,804

$1,115

$20,088

Reconciliation of segment operating earnings:

 

 

 

 

 

 

Unallocated corporate administrative costs (4)

 

 

 

 

 

(8,007)

Net corporate interest expense

 

 

 

 

 

(3,596)

Stock option expense

 

 

 

 

 

(167)

Amortization of acquisition-related intangible assets

 

 

 

 

 

(1,868)

Non-service pension costs

 

 

 

 

 

(2,473)

Contingent earnout adjustments

 

 

 

 

 

(151)

Income before income taxes

 

 

 

 

 

3,826

Income taxes

 

 

 

 

 

(1,047)

Net Income

 

 

 

 

 

2,779

Net Loss Attributable to Noncontrolling Interests

 

 

 

 

 

58

Net Income Attributable to Shareholders of Crawford & Company

 

 

 

 

 

$2,837

 

 

(1)
Other office and operating expenses include travel and entertainment, automobile expenses, office operating expenses and data processing costs.
(2)
Other, net primarily includes bank service charges and advertising expenses.
(3)
Allocated corporate, shared services, and administrative costs, comprise of expenses for administrative functions, including direct compensation, payroll taxes, and benefits which are allocated to each segment based on usage.
(4)
Unallocated corporate and shared costs and credits represent expenses for the Company's Chief Executive Officer and Board of Directors, certain adjustments to self-insured liabilities, certain unallocated legal and professional fees, and certain adjustments and recoveries to the Company's allowances for estimated credit losses.

 

Segment assets consist of accounts receivable, less allowance for expected credit losses, unbilled revenues at estimated billable amounts, goodwill and intangible assets arising from business acquisitions, net. Assets at March 31, 2025 and December 31, 2024 were as follows:

 

 

 

North America Loss Adjusting

 

International Operations

 

Broadspire

 

Platform
Solutions

 

Total

 

 

(In thousands)

March 31, 2025

 

 

 

 

 

 

 

 

 

 

Assets

 

$119,451

 

$151,381

 

$71,331

 

$76,970

 

$419,133

December 31, 2024

 

 

 

 

 

 

 

 

 

 

Assets

 

106,657

 

149,441

 

73,114

 

94,845

 

424,057

 

20


 

 

Revenues by geographic region and major service line for the North America Loss Adjusting, International Operations, Broadspire and Platform Solutions segments are shown in Note 2, "Revenue Recognition."

 

Capital expenditures for the three months ended March 31, 2025 and 2024 are shown in the following table:

 

Three Months Ended March 31,

 

2025

 

2024

 

 

(In thousands)

North America Loss Adjusting

 

$2,142

 

$1,197

International Operations

 

156

 

55

Broadspire

 

3,452

 

3,494

Platform Solutions

 

926

 

1,120

Corporate

 

2,647

 

3,684

Total capital expenditures

 

$9,323

 

$9,550

 

The total of the Company's reportable segments' revenues before reimbursements reconciled to total consolidated revenues for the three months ended March 31, 2025 and 2024 was as follows:

 

Three Months Ended March 31,

 

2025

 

2024

 

 

(In thousands)

Segments' revenues before reimbursements

 

$312,032

 

$301,654

Reimbursements

 

11,307

 

11,419

Total consolidated revenues

 

$323,339

 

$313,073

 

The Company's reportable segments' total operating earnings reconciled to consolidated income before income taxes for the three months ended March 31, 2025 and 2024 were as follows:

 

Three Months Ended March 31,

 

2025

 

2024

 

 

(In thousands)

Operating earnings of all reportable segments

 

$24,062

 

$20,088

Unallocated corporate and shared costs and credits

 

(6,218)

 

(8,007)

Net corporate interest expense

 

(3,944)

 

(3,596)

Stock option expense

 

(184)

 

(167)

Amortization of acquisition-related intangible assets

 

(1,800)

 

(1,868)

Non-service pension costs

 

(2,333)

 

(2,473)

Contingent earnout adjustments

 

(363)

 

(151)

Income before income taxes

 

$9,220

 

$3,826

 

The Company's reportable segments' total assets reconciled to consolidated total assets of the Company at March 31, 2025 and December 31, 2024 are presented in the following table:

 

 

 

March 31,
2025

 

December 31,
2024

 

 

(In thousands)

Assets of reportable segments

 

$419,133

 

$424,057

Corporate assets:

 

 

 

 

Cash and cash equivalents

 

57,367

 

55,412

Income taxes receivable

 

4,803

 

5,337

Prepaid expenses and other current assets

 

39,931

 

40,334

Net property and equipment

 

19,040

 

20,554

Operating lease right-of-use asset, net

 

72,419

 

78,808

Capitalized software costs, net

 

113,530

 

111,854

Deferred income tax assets

 

23,962

 

25,305

Other noncurrent assets

 

42,074

 

42,094

Total corporate assets

 

373,126

 

379,698

Total assets

 

$792,259

 

$803,755

 

21


 

11. Commitments and Contingencies

As part of the Company's credit facility, the Company maintains a letter of credit to satisfy certain of its own contractual requirements. On March 31, 2025, the aggregate committed amount of letters of credit outstanding under the credit facility was $8,870,000.

From time to time, the Company enters into certain agreements for the purchase or sale of assets or businesses that contain provisions that may require the Company to make additional payments in the future depending upon the achievement of specified operating results of the acquired company, or provide the Company with an option or similar right to purchase additional assets.

In the normal course of its business, the Company is sometimes named as a defendant or responsible party in suits or other actions by insureds or claimants contesting decisions made by the Company or its clients with respect to the settlement of claims. Additionally, certain clients of the Company have in the past brought, and may, in the future bring, claims for indemnification on the basis of alleged actions by the Company, its agents, or its employees in rendering services to clients. The majority of these claims are of the type covered by insurance maintained by the Company. However, the Company is responsible for the deductibles and self-insured retentions under various insurance coverages. In the opinion of Company management, adequate provisions have been made for such known and probable risks. No assurances can be provided, however, that the result of any such action, claim or proceeding, now known or occurring in the future, will not result in a material adverse effect on our business, financial condition or results of operations.

The Company is subject to numerous federal, state, and foreign labor, employment, worker health and safety, antitrust and competition, environmental and consumer protection, import/export, anti-corruption, and other laws. From time to time the Company faces claims and investigations by employees, former employees, and governmental entities under such laws or employment contracts with such employees or former employees. Such claims, investigations, negotiations, and any litigation involving the Company could divert management's time and attention from the Company's business operations and could potentially result in substantial costs of defense, settlement or other disposition, which could have a material adverse effect on the Company's results of operations, financial position, and cash flows. In the opinion of Company management, adequate provisions have been made for any items that are probable and reasonably estimable.

12. Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand and marketable securities with original maturities of three months or less. The fair value of cash and cash equivalents approximates carrying value due to their short-term nature. Cash balances that are legally restricted as to usage or withdrawal are separately included in "Prepaid expenses and other current assets" within the Company's unaudited Condensed Consolidated Balance Sheets. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Company's unaudited Condensed Consolidated Balance Sheets that sum to the total of the same such amounts shown within the Company's unaudited Condensed Consolidated Statements of Cash Flows:

 

(In thousands)

 

March 31, 2025

 

 

December 31, 2024

 

 

March 31, 2024

 

 

December 31, 2023

 

Cash and cash equivalents

 

$

57,367

 

 

$

55,412

 

 

$

45,196

 

 

$

58,363

 

Restricted cash within prepaid expenses and other current assets

 

 

654

 

 

 

917

 

 

 

1,463

 

 

 

1,182

 

Total cash, cash equivalents and restricted cash

 

$

58,021

 

 

$

56,329

 

 

$

46,659

 

 

$

59,545

 

 

13. Client Funds

The Company maintains funds in custodial accounts at financial institutions to administer claims for certain clients. These funds are not available for the Company's general operating activities and, as such, have not been recorded in the accompanying unaudited Condensed Consolidated Balance Sheets. The amount of these funds totaled $544,157,000 and $566,280,000 at March 31, 2025 and December 31, 2024, respectively.

22


 

14. Subsequent Event

Following the end of the first quarter for the Company’s International Operations segment, a foreign tax authority issued new administrative guidance requiring the Company to reassess certain income and other non-income tax related positions. The Company’s evaluation of the potential financial impact of the new administrative guidance is ongoing and could result in a change in its prior conclusions. As discussed in Note 1, “Basis of Presentation,” financial information for our International Operations segment, is reported and consolidated on a two-month delayed basis. As a result of the reporting lag, the recognition of any changes in the Company's income and non-income tax positions will occur in the second quarter of 2025. The Company estimates this change could have an approximately $5,000,000 negative impact on its financial condition and results of operations.

23


 

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statement Concerning Forward-Looking Statements

This report contains forward-looking statements within the meaning of that term in the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. Statements contained in this report that are not statements of historical fact are forward-looking statements made pursuant to the "safe harbor" provisions thereof. These statements may relate to, among other things, our expected future operating results and financial condition, our ability to grow our revenues and reduce our operating expenses, expectations regarding our anticipated contributions to our underfunded defined benefit pension plans, collectability of our billed and unbilled accounts receivable, financial results from our recently completed acquisitions, our continued compliance with the financial and other covenants contained in our financing agreements, and our other long-term capital resource and liquidity requirements. These statements may also relate to our business strategies, goals and expectations concerning our market position, future operations, margins, case and project volumes, profitability, contingencies, liquidity position, and capital resources. The words "anticipate", "believe", "could", "would", "should", "estimate", "expect", "intend", "may", "plan", "goal", "strategy", "predict", "project", "will" and similar terms and phrases, or the negatives thereof, identify forward-looking statements contained in this report.

Although we believe the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect. Our operations and the forward-looking statements related to our operations involve risks and uncertainties, many of which are outside our control, and any one of which, or a combination of which, could materially adversely affect our financial condition and results of operations, and whether the forward-looking statements ultimately prove to be correct. Included among the risks and uncertainties we face are risks related to the following:

a decline in cases referred to us for any reason, including changes in the degree to which property and casualty insurance carriers outsource their claims handling functions,
changes in global economic conditions, including the impact of tariffs,
the impact of changing climate conditions,
changes in interest rates,
changes in foreign currency exchange rates,
changes in regulations and practices of various governmental authorities,
changes in our competitive environment,
changes in the financial condition of our clients,
changes in the rate of inflation and our ability to recover increased operating costs,
the loss of any material customer,
our ability to successfully integrate the operations of acquired businesses,
our ability to timely identify and effectively remediate material weaknesses in internal control over financial reporting,
regulatory changes related to funding of defined benefit pension plans,
our U.S., U.K. and other international defined benefit pension plans and our future funding obligations thereunder,
our ability to complete any transaction involving the acquisition or disposition of assets on terms and at times acceptable to us,
our ability to identify new revenue sources not tied to the insurance underwriting cycle,
our ability to develop or acquire information technology resources to support and grow our business,
our ability to attract and retain qualified personnel,
our ability to renew existing contracts with clients on satisfactory terms,
our ability to collect amounts due from our clients and others,
continued availability of funding under our financing agreements,
general risks associated with doing business outside the U.S., including changes in tax rates,
our ability to comply with the covenants in our financing or other agreements,
changes in the frequency or severity of man-made or natural disasters,
the ability of our third-party service providers, used for certain aspects of our internal business functions, to meet expected service levels,
our ability to prevent or detect cybersecurity breaches and cyber incidents,
our ability to achieve targeted integration goals with the consolidation and migration of multiple software platforms,
proliferation and escalation of international hostilities and geopolitical events, such as the ongoing conflicts in Russia/Ukraine and Israel,
risks associated with our having a controlling shareholder, and
impairments of goodwill or our other indefinite-lived intangible assets.

24


 

As a result, undue reliance should not be placed on any forward-looking statements. Actual results and trends in the future may differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements speak only as of the date they are made and we undertake no obligation to publicly update any of these forward-looking statements in light of new information or future events.

The following Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") should be read in conjunction with (i) our unaudited condensed consolidated financial statements and accompanying notes thereto for the three months ended March 31, 2025 and 2024, and as of March 31, 2025, and December 31, 2024, contained in Item 1 of this Quarterly Report on Form 10-Q, and (ii) our Annual Report on Form 10-K for the year ended December 31, 2024. As described in Note 1, "Basis of Presentation," the financial results of our operations outside of the U.S., Canada, the Caribbean, and certain subsidiaries in the Philippines are included in our consolidated financial statements on a two-month delayed basis (fiscal year-end of October 31) as permitted by U.S. generally accepted accounting principles ("GAAP") in order to provide sufficient time for accumulation of their results.

Results of Operations

Consolidated revenues before reimbursements increased $10.4 million, or 3.4%, for the three months ended March 31, 2025, compared with the same period of 2024. This increase was due to increases in our North America Loss Adjusting, International Operations and Broadspire operating segments. Changes in foreign exchange rates decreased our consolidated revenues before reimbursements by $4.4 million, or (1.5)%, for the three months ended March 31, 2025, as compared with the prior year period. To illustrate this impact, segment revenues are presented below, using a constant exchange rate, for the three months ended March 31, 2025.

 

 

 

Three Months Ended

 

 

Three Months Ended

 

 

 

 

 

 

Based on exchange rates for the three months ended March 31, 2024

 

(in thousands, except percentages)

 

March 31,
2025

 

 

March 31,
2024

 

 

Variance

 

 

March 31,
2025

 

 

% Variance

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

North America Loss Adjusting

 

$

79,740

 

 

$

77,365

 

 

 

3.1

%

 

$

81,154

 

 

 

4.9

%

International Operations

 

 

104,394

 

 

 

98,092

 

 

 

6.4

%

 

 

107,399

 

 

 

9.5

%

Broadspire

 

 

96,384

 

 

 

94,298

 

 

 

2.2

%

 

 

96,384

 

 

 

2.2

%

Platform Solutions

 

 

31,514

 

 

 

31,899

 

 

 

(1.2

)%

 

 

31,514

 

 

 

(1.2

)%

Total revenues before reimbursements

 

 

312,032

 

 

 

301,654

 

 

 

3.4

%

 

 

316,451

 

 

 

4.9

%

Reimbursements

 

 

11,307

 

 

 

11,419

 

 

 

(1.0

)%

 

 

11,607

 

 

 

1.6

%

Total Revenues

 

$

323,339

 

 

$

313,073

 

 

 

3.3

%

 

$

328,058

 

 

 

4.8

%

 

 

Excluding foreign currency impacts, consolidated revenues before reimbursements increased $14.8 million, or 4.9%, for the three months ended March 31, 2025 compared with the same period of 2024. Revenues from the North America Loss Adjusting segment increased in the 2025 first quarter due to revenue growth in U.S. Field Operations and U.S. Global Technical Services, partially offset by a decline in revenues in Canada. Excluding foreign currency impacts, revenues from the International Operations segment increased in the 2025 first quarter in all geographic regions. Revenues from the Broadspire segment increased for the quarter due to an increase in Claims and Medical Management revenues. Revenues from the Platform Solutions segment decreased slightly in the first quarter due to a reduction in low value inspection service cases, partially offset by an increase in revenues from weather-related activity and staff augmentation services.

Overall, there was a decrease in cases received of (5.6)% for the three months ended March 31, 2025. Within our North America Loss Adjusting segment, cases increased for the 2025 first quarter as a result of an increase in low value inspection services cases transferred from our Platforms Solutions group with minimal revenues. Cases within our International Operations segment declined for the first quarter, primarily due to decreases in the U.K. and Australia, due to decreases in high-frequency, low-severity cases, and higher weather-related activity in the prior year period. There was an increase in cases within our Broadspire segment for the first quarter primarily due to an increase in new disability clients within Claims Management. Within our Platform Solutions segment, the decrease was primarily related to the transfer of low value inspection services to North America Loss Adjusting, as well as a decrease in Contractor Connection cases.

25


 

Cases received are presented below by segment for the three months ended March 31, 2025 and 2024:

 

 

 

Three Months Ended

(whole numbers, except percentages)

 

March 31,
2025

 

March 31,
2024

 

Variance

 North America Loss Adjusting

 

89,265

 

61,937

 

44.1%

 International Operations

 

117,305

 

135,652

 

(13.5)%

 Broadspire

 

137,463

 

135,698

 

1.3%

 Platform Solutions

 

41,486

 

74,902

 

(44.6)%

Total Crawford Cases Received

 

385,519

 

408,189

 

(5.6)%

 

To illustrate exposure to the impact of changes in foreign currencies, revenues before reimbursements are presented below by denominated currency for the three months ended March 31, 2025:

 

 

 

 

 

Three Months Ended

 

 

 

 

 

March 31, 2025

 

 

March 31, 2024

 

(in thousands)

 

 

 

USD equivalent

 

 

% of total

 

 

USD equivalent

 

 

% of total

 

U.S.

 

USD

 

$

185,862

 

 

 

59.6

%

 

$

179,721

 

 

 

59.6

%

U.K.

 

GBP

 

 

44,342

 

 

 

14.2

%

 

 

40,255

 

 

 

13.4

%

Canada

 

CAD

 

 

21,776

 

 

 

7.0

%

 

 

23,841

 

 

 

7.9

%

Australia

 

AUD

 

 

19,048

 

 

 

6.1

%

 

 

19,661

 

 

 

6.5

%

Europe

 

EUR

 

 

15,924

 

 

 

5.1

%

 

 

14,885

 

 

 

4.9

%

Rest of World

 

 

 

 

25,080

 

 

 

8.0

%

 

 

23,291

 

 

 

7.7

%

Total Revenues, before reimbursements

 

 

 

$

312,032

 

 

 

 

 

$

301,654

 

 

 

 

 

Costs of services provided, before reimbursements, increased $7.5 million, or 3.5%, for the three months ended March 31, 2025, as compared to the 2024 period. As a percentage of revenues before reimbursements, costs of services increased consistent with the increase in revenues. The increase was primarily due to an increase in compensation expense in all segments other than Platform Solutions, which had a reduction of employees performing low value inspection services.

Selling, general, and administrative ("SG&A") expenses decreased $(2.7) million, or (3.5)%, in the three months ended March 31, 2025 as compared with the 2024 period. The decrease was primarily due to a reduction in professional fees and self-insurance reserves, partially offset by an increase in administrative compensation expenses.

Operating Earnings of our Operating Segments

We believe that a discussion and analysis of the segment operating earnings of our operating segments is helpful in understanding the results of our operations. Operating earnings is our segment measure of profitability presented in conformity with the Financial Accounting Standards Board's ("FASB") Accounting Standards Codification ("ASC") Topic 280 "Segment Reporting." Operating earnings is the primary financial performance measure used by our senior management and CODM to evaluate the financial performance of our operating segments and make resource allocation and certain compensation decisions.

We believe operating earnings is a measure that is useful for others to evaluate segment operating performance using the same criteria used by our senior management and CODM. Segment operating earnings represents 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 acquisition-related intangible assets, contingent earnout adjustments, non-service pension costs, income taxes, and net (income) loss attributable to noncontrolling interests.

Administrative functions such as finance, human resources, information technology, quality and compliance, exist both in a centralized shared-service arrangement and within certain operations. Each of these functions is managed by centralized management and the costs of those services are allocated to the segments as indirect costs based on usage.

In addition, we believe that a non-GAAP discussion and analysis of segment gross profit is helpful in understanding the results of our segment operations, excluding indirect centralized administrative support costs. Our discussion and analysis of segment gross profit includes the revenues and direct expenses of each segment. Segment gross profit is defined as revenues, less direct costs, which exclude indirect centralized administrative support costs allocated to the business.

26


 

Income taxes, net corporate interest expense, stock option expense, amortization of acquisition-related intangible assets, contingent earnout adjustments, and non-service pension costs 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. Contingent earnout adjustments represent fair value adjustments of earnout liabilities arising from recent acquisitions. Amortization expense is a non-cash expense for finite-lived customer-relationship and trade name intangible assets acquired in business combinations. Non-service pension costs represent the U.S. and U.K. non-service defined benefit pension costs, which are non-operating in nature as the U.S. plan is frozen and the U.K. plans are closed to new participants. The service cost component of the U.K. plans remains in compensation expense. The exclusion of this measurement is intended to exclude market volatility related to an expense that is non-operating in nature and not related to business performance. None of these costs relate directly to the performance of our services or operating activities and, therefore, are excluded from segment operating earnings in order to better assess the results of each segment's operating activities on a consistent basis.

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, certain unallocated professional fees, certain payroll tax and benefits, and certain self-insurance costs and recoveries that are not allocated to our individual operating segments.

Additional discussion and analysis of our income taxes, net corporate interest expense, stock option expense, amortization of acquisition-related intangible assets, contingent earnout adjustments, non-service pension costs, and unallocated corporate and shared costs, net follows the discussion and analysis of the results of operations of our four operating segments.

Segment Revenues

 

In the normal course of business, our 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 as we are considered the principal in these transactions. In the discussion and analysis of results of operations which follows, we do not include a gross up of 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 statements of operations. Unless noted in the following discussion and analysis, revenue amounts exclude reimbursements for out-of-pocket expenses.

Our segment results are impacted by changes in foreign exchange rates. We believe that a non-GAAP discussion and analysis of segment revenues before reimbursements by major region, based on actual exchange rates and using a constant exchange rate, is helpful in understanding the results of our segment operations.

Segment Expenses

Our discussion and analysis of segment operating expenses is comprised of two components: "Direct Compensation, Fringe Benefits & Non-Employee Labor" and "Expenses Other Than Direct Compensation, Fringe Benefits & Non-Employee Labor."

"Direct Compensation, Fringe Benefits & Non-Employee Labor" includes direct compensation, payroll taxes, and benefits provided to the employees of each segment, as well as payments to outsourced service providers that augment our staff in each segment. As a service company, these costs represent our most significant and variable operating expenses.

Costs of administrative functions, including direct compensation, payroll taxes, and benefits, are managed centrally and considered indirect costs. The allocated indirect costs of our shared-services infrastructure are allocated to each segment based on usage and reflected within "Expenses Other Than Direct Compensation, Fringe Benefits & Non-Employee Labor" of each segment.

In addition to allocated corporate and shared costs, "Expenses Other Than Direct Compensation, Fringe Benefits & Non-Employee Labor" includes travel and entertainment, office rent and occupancy costs, automobile expenses, office operating expenses, data processing costs, cost of risk, professional fees, and amortization and depreciation expense other than amortization of acquisition-related intangible assets.

Unless noted in the following discussion and analysis, revenue amounts exclude reimbursements for out-of-pocket expenses and expense amounts exclude reimbursed out-of-pocket expenses.

27


 

Segment Performance Indicators

We typically earn our revenues on an individual fee-per-claim basis for claims management services we provide to carriers, brokers and corporates. Accordingly, the volume of claim referrals to us is a key driver of our revenues. We believe that a discussion and analysis of the segment unit volumes, as measured by cases received, is helpful in understanding the results of our operations.

28


 

Operating results for our North America Loss Adjusting, International Operations, Broadspire, and Platform Solutions segments reconciled to net income before income taxes and net income attributable to shareholders of Crawford & Company were follows:

 

 

 

Three Months Ended

 

(in thousands, except percentages)

 

March 31,
2025

 

 

March 31,
2024

 

Revenues:

 

 

 

 

 

 

North America Loss Adjusting

 

$

79,740

 

 

$

77,365

 

International Operations

 

 

104,394

 

 

 

98,092

 

Broadspire

 

 

96,384

 

 

 

94,298

 

Platform Solutions

 

 

31,514

 

 

 

31,899

 

Total Revenues before reimbursements

 

 

312,032

 

 

 

301,654

 

Reimbursements

 

 

11,307

 

 

 

11,419

 

Total Revenues

 

$

323,339

 

 

$

313,073

 

Direct Compensation, Fringe Benefits & Non-Employee Labor:

 

 

 

 

 

 

North America Loss Adjusting

 

$

56,018

 

 

$

55,467

 

% of related revenues before reimbursements

 

 

70.3

%

 

 

71.7

%

International Operations

 

 

70,577

 

 

 

64,979

 

% of related revenues before reimbursements

 

 

67.6

%

 

 

66.2

%

Broadspire

 

 

58,351

 

 

 

57,257

 

% of related revenues before reimbursements

 

 

60.5

%

 

 

60.7

%

Platform Solutions

 

 

18,045

 

 

 

18,930

 

% of related revenues before reimbursements

 

 

57.3

%

 

 

59.3

%

Total

 

$

202,991

 

 

$

196,633

 

% of Revenues before reimbursements

 

 

65.1

%

 

 

65.2

%

Expenses Other than Direct Compensation, Fringe Benefits & Non-Employee Labor:

 

 

 

 

 

 

North America Loss Adjusting

 

$

18,246

 

 

$

17,419

 

% of related revenues before reimbursements

 

 

22.9

%

 

 

22.5

%

International Operations

 

 

30,361

 

 

 

31,423

 

% of related revenues before reimbursements

 

 

29.1

%

 

 

32.0

%

Broadspire

 

 

25,830

 

 

 

24,237

 

% of related revenues before reimbursements

 

 

26.8

%

 

 

25.7

%

Platform Solutions

 

 

10,542

 

 

 

11,854

 

% of related revenues before reimbursements

 

 

33.5

%

 

 

37.2

%

Total before reimbursements

 

 

84,979

 

 

 

84,933

 

% of Revenues before reimbursements

 

 

27.2

%

 

 

28.2

%

Reimbursements

 

 

11,307

 

 

 

11,419

 

Total

 

$

96,286

 

 

$

96,352

 

% of Revenues

 

 

29.8

%

 

 

30.8

%

Segment Operating Earnings:

 

 

 

 

 

 

North America Loss Adjusting

 

$

5,476

 

 

$

4,479

 

% of related revenues before reimbursements

 

 

6.9

%

 

 

5.8

%

International Operations

 

 

3,456

 

 

 

1,690

 

% of related revenues before reimbursements

 

 

3.3

%

 

 

1.7

%

Broadspire

 

 

12,203

 

 

 

12,804

 

% of related revenues before reimbursements

 

 

12.7

%

 

 

13.6

%

Platform Solutions

 

 

2,927

 

 

 

1,115

 

% of related revenues before reimbursements

 

 

9.3

%

 

 

3.5

%

(Deduct) Add:

 

 

 

 

 

 

Unallocated corporate and shared costs, net

 

 

(6,218

)

 

 

(8,007

)

Net corporate interest expense

 

 

(3,944

)

 

 

(3,596

)

Stock option expense

 

 

(184

)

 

 

(167

)

Amortization of acquisition-related intangible assets

 

 

(1,800

)

 

 

(1,868

)

Contingent earnout adjustments

 

 

(363

)

 

 

(151

)

Non-service pension costs

 

 

(2,333

)

 

 

(2,473

)

Income before income taxes

 

 

9,220

 

 

 

3,826

 

Provision for income taxes

 

 

(2,480

)

 

 

(1,047

)

Net income

 

 

6,740

 

 

 

2,779

 

Net (income) loss attributable to noncontrolling interests

 

 

(56

)

 

 

58

 

Net income attributable to shareholders of Crawford & Company

 

$

6,684

 

 

$

2,837

 

 

29


 

NORTH AMERICA LOSS ADJUSTING SEGMENT

Operating earnings in our North America Loss Adjusting segment totaled $5.5 million, or 6.9% of revenues before reimbursements, for the three months ended March 31, 2025, compared with 2024 operating earnings of $4.5 million, or 5.8% of revenues before reimbursements. The increase in operating earnings in the 2025 first quarter was driven by revenue growth in U.S. Global Technical Services, attributable to new client additions and expansion with existing accounts. We also saw benefits from improved U.S. Field Operations operating efficiency.

Excluding centralized indirect support costs, gross profit increased from $14.5 million, or 18.8% of revenues before reimbursements in 2024, to $15.8 million, or 19.8% of revenues before reimbursements, in the three months ended March 31, 2025, primarily due to profitability improvements in U.S. Field Operations and revenue growth in U.S. Global Technical Services, partially offset by a decline in revenues in Canada.

Operating results for our North America Loss Adjusting segment, including gross profit, for the three months ended March 31, 2025 and 2024 were as follows:

 

 

 

In thousands (except percentages)

 

 

 

Based on actual exchange rates

 

 

Based on exchange rates
for the three months ended
March 31, 2024

 

Three Months Ended March 31,

 

2025

 

 

2024

 

 

Variance

 

 

2025

 

 

Variance

 

Revenues

 

$

79,740

 

 

$

77,365

 

 

 

3.1

%

 

$

81,154

 

 

 

4.9

%

Direct expenses

 

 

63,913

 

 

 

62,853

 

 

 

1.7

%

 

 

65,196

 

 

 

3.7

%

Gross profit

 

 

15,827

 

 

 

14,512

 

 

 

9.1

%

 

 

15,958

 

 

 

10.0

%

Indirect expenses

 

 

10,351

 

 

 

10,033

 

 

 

3.2

%

 

 

10,572

 

 

 

5.4

%

Total North America Loss Adjusting Operating Earnings

 

$

5,476

 

 

$

4,479

 

 

 

22.3

%

 

$

5,386

 

 

 

20.3

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit margin

 

 

19.8

%

 

 

18.8

%

 

 

1.0

%

 

 

19.7

%

 

 

0.9

%

Operating margin

 

 

6.9

%

 

 

5.8

%

 

 

1.1

%

 

 

6.6

%

 

 

0.8

%

 

 

Revenues before Reimbursements

North America Loss Adjusting segment revenues are primarily derived from the property and casualty insurance company markets in the U.S. and Canada. Revenues before reimbursements by major region, based on actual exchange rates and using a constant exchange rate, for the three months ended March 31, 2025 and 2024 were as follows:

 

 

 

Three Months Ended

 

 

 

Based on actual exchange rates

 

 

Based on exchange rates
for the three months ended
March 31, 2024

 

(in thousands, except percentages)

 

March 31,
2025

 

 

March 31,
2024

 

 

Variance

 

 

March 31,
2025

 

 

Variance

 

U.S.

 

$

57,964

 

 

$

53,524

 

 

 

8.3

%

 

$

57,964

 

 

 

8.3

%

Canada

 

 

21,776

 

 

 

23,841

 

 

 

(8.7

)%

 

 

23,190

 

 

 

(2.7

)%

Total North America Loss Adjusting Revenues before Reimbursements

 

$

79,740

 

 

$

77,365

 

 

 

3.1

%

 

$

81,154

 

 

 

4.9

%

 

Revenues before reimbursements from our North America Loss Adjusting segment totaled $79.7 million in the three months ended March 31, 2025, compared with $77.4 million in the 2024 period. Revenue growth was led by U.S. Global Technical Services revenues due to increased business from new and existing clients. The transfer of the inspection services business from Platform Solutions contributed $1.4 million to the increase in revenues. The change in exchange rates decreased our North America Loss Adjusting segment revenues by approximately (1.8)%, or $(1.4) million, for the three months ended March 31, 2025 as compared with the 2024 period. Absent foreign exchange rate fluctuations, North America Loss Adjusting segment revenues would have been $81.2 million for the three months ended March 31, 2025. There was an increase in segment unit volume, measured principally by cases received, of 44.1% for the three months ended March 31, 2025, compared with the 2024 period. This includes an increase in low value inspection services cases, previously handled within Platform Solutions, of (31,700) or (51.2)%, an increase in higher value U.S. Global Technical Services cases which contributed to a 4.9% increase in revenues before reimbursements, and a decrease in low-severity cases received in Contractor Connection in Canada of 2,032 or 3.3%. Changes in product mix and in the rates charged for those services accounted for a 3.8% revenue increase for the three months ended March 31, 2025 compared with the same period in 2024, due to increases in pricing and average fee per case.

30


 

Revenue variance components for our North America Loss Adjusting segment, for the three months ended March 31, 2025 are summarized as follows:

 

2025 Period compared to 2024 Period Ending:

 

For the Three Months
Ended March 31,

Increase in cases received

 

44.1%

Decrease due to foreign currency exchange rates

 

(1.8)%

Transfer of low value inspection services cases from Platform Solutions

 

(51.2)%

Increase in revenues due to higher value U.S. Global Technical Services cases

 

4.9%

Contractor Connection Canada high-frequency, low-severity case reduction

 

3.3%

Change in product mix and rates

 

3.8%

Increase in Revenues before Reimbursements

 

3.1%

 

Reimbursed Expenses included in Total Revenues

Reimbursements for out-of-pocket expenses incurred in our North America Loss Adjusting segment, which are included in total Company revenues, were $2.3 million and $1.9 million for the three months ended March 31, 2025 and 2024, respectively. The increase was due to the increase in revenues in U.S. Global Technical Services.

Case Volume Analysis

North America Loss Adjusting segment unit volumes by geographic region, measured by cases received, for the three months ended March 31, 2025 and 2024 were as follows:

 

 

 

Three Months Ended

 

(whole numbers, except percentages)

 

March 31,
2025

 

 

March 31,
2024

 

 

Variance

 

U.S.

 

 

65,606

 

 

 

36,350

 

 

 

80.5

%

Canada

 

 

23,659

 

 

 

25,587

 

 

 

(7.5

)%

Total North America Loss Adjusting Cases Received

 

 

89,265

 

 

 

61,937

 

 

 

44.1

%

 

Overall, there was an increase in cases of 44.1% in the three months ended March 31, 2025, compared to the same period in 2024. The increase in U.S. case volumes in the 2025 first quarter was primarily due to the increase in low value inspection services of 31,700 cases, transferred from Platform Solutions. There was a decrease in cases in Canada in the 2025 first quarter primarily due to 2,032 less high-frequency, low-severity Contractor Connection cases related to the loss of a customer, as compared with the 2024 period.

Direct Compensation, Fringe Benefits & Non-Employee Labor

The most significant expense in our North America Loss Adjusting segment is the compensation of employees, including related payroll taxes and fringe benefits, and the payments to outsourced service providers that augment the functions performed by our employees. As a percentage of revenues before reimbursements, these expenses were 70.3% for the three months ended March 31, 2025 compared with 71.7% for the 2024 period. The total dollar amount of these expenses increased to $56.0 million for the three months ended March 31, 2025 from $55.5 million for the comparable 2024 period. The first quarter increase was due to increases in expert adjusting staff in U.S. Global Technical Services, partially offset by decreases in employees in U.S. Field Operations and Canada. The decrease in the percentage of revenues before reimbursements is due to improved staff utilization in U.S. Field Operations, compared to the 2024 period. There was an average of 2,078 full-time equivalent employees in this segment in the three months ended March 31, 2025 compared with an average of 2,046 in the 2024 period.

Expenses Other than Reimbursements, Direct Compensation, Fringe Benefits & Non-Employee Labor

North America Loss Adjusting expenses other than reimbursements, direct compensation, fringe benefits, and non-employee labor were $18.2 million for the three months ended March 31, 2025 compared with $17.4 million for the 2024 period. As a percentage of revenues before reimbursements, these expenses were 22.9% for the three months ended March 31, 2025 compared with 22.5% for the 2024 period. The increase in the 2025 first quarter expenses and as a percentage of revenues before reimbursements was due to an increase in data processing costs and centralized indirect support costs as compared to the 2024 period.

INTERNATIONAL OPERATIONS SEGMENT

Operating earnings in our International Operations segment were $3.5 million, or 3.3% of revenues before reimbursements, for the three months ended March 31, 2025, compared with $1.7 million, or 1.7% of revenues before reimbursements, in the 2024 period. The increase in operating earnings in the 2025 period was primarily due to improved operating results in the U.K. and Asia, partially offset by an increase in centralized indirect support costs.

31


 

Excluding centralized indirect support costs, gross profit increased from $16.0 million, or 16.3% of revenues before reimbursements in 2024, to $18.9 million, or 18.1% of revenues before reimbursements, in the three months ended March 31, 2025. The increase in gross profit in the 2025 period was mainly driven by increased revenues and an insurance recovery.

Operating results for our International Operations segment, including gross profit, for the three months ended March 31, 2025 and 2024 were as follows:

 

 

 

In thousands (except percentages)

 

 

 

Based on actual exchange rates

 

 

Based on exchange rates
for the three months ended
March 31, 2024

 

Three Months Ended March 31,

 

2025

 

 

2024

 

 

Variance

 

 

2025

 

 

Variance

 

Revenues

 

$

104,394

 

 

$

98,092

 

 

 

6.4

%

 

$

107,399

 

 

 

9.5

%

Direct expenses

 

 

85,473

 

 

 

82,111

 

 

 

4.1

%

 

 

87,765

 

 

 

6.9

%

Gross profit

 

 

18,921

 

 

 

15,981

 

 

 

18.4

%

 

 

19,634

 

 

 

22.9

%

Indirect expenses

 

 

15,465

 

 

 

14,291

 

 

 

8.2

%

 

 

16,100

 

 

 

12.7

%

Total International Operations Operating Earnings

 

$

3,456

 

 

$

1,690

 

 

 

104.5

%

 

$

3,534

 

 

 

109.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit margin

 

 

18.1

%

 

 

16.3

%

 

 

1.8

%

 

 

18.3

%

 

 

2.0

%

Operating margin

 

 

3.3

%

 

 

1.7

%

 

 

1.6

%

 

 

3.3

%

 

 

1.6

%

 

Revenues before Reimbursements

International Operations segment revenues are primarily derived from the global property and casualty insurance company markets in the U.K, Europe, Australia, Asia and Latin America. Revenues before reimbursements by major region, based on actual exchange rates and using a constant exchange rate, for the three months ended March 31, 2025 and 2024 were as follows:

 

 

 

Three Months Ended

 

 

 

Based on actual exchange rates

 

 

Based on exchange rates
for the three months ended
March 31, 2024

 

(in thousands, except percentages)

 

March 31,
2025

 

 

March 31,
2024

 

 

Variance

 

 

March 31,
2025

 

 

Variance

 

U.K.

 

$

44,342

 

 

$

40,255

 

 

 

10.2

%

 

$

44,419

 

 

 

10.3

%

Europe

 

 

26,184

 

 

 

23,621

 

 

 

10.9

%

 

 

27,092

 

 

 

14.7

%

Australia

 

 

19,048

 

 

 

19,661

 

 

 

(3.1

)%

 

 

19,798

 

 

 

0.7

%

Asia

 

 

6,167

 

 

 

5,369

 

 

 

14.9

%

 

 

6,184

 

 

 

15.2

%

Latin America

 

 

8,653

 

 

 

9,186

 

 

 

(5.8

)%

 

 

9,906

 

 

 

7.8

%

Total International Operations Revenues before Reimbursements

 

$

104,394

 

 

$

98,092

 

 

 

6.4

%

 

$

107,399

 

 

 

9.5

%

 

Revenues before reimbursements from our International Operations segment totaled $104.4 million in the three months ended March 31, 2025, compared with $98.1 million in the 2024 period. Absent foreign exchange fluctuations, each geographic region increased in revenues for the quarter. The change in exchange rates decreased our International Operations segment revenues by approximately (3.1)%, or $(3.0) million, for the three months ended March 31, 2025 as compared with the 2024 period. Absent foreign exchange rate fluctuations, International Operations segment revenues would have been $107.4 million for the three months ended March 31, 2025. There was a decrease in segment unit volume, measured principally by cases received, of (13.5)% for the three months ended March 31, 2025, compared with the 2024 period. There was a decrease in high-frequency, low-severity cases of 11,700, or 8.6%, primarily in Australia and in the U.K. In addition, the prior year had 9,000 more cases, or 6.6%, with minimal revenues recognized in the first quarter related to storms in Australia. There was also an increase in higher-value third-party administration claims in the U.K, which led to a 5.5% increase in revenue for the three months ended March 31, 2025, compared with the 2024 period. Changes in product mix and in the rates charged for those services accounted for a 2.3% revenue increase for the three months ended March 31, 2025 compared with the same period in 2024.

Based on constant foreign exchange rates, the increase in revenues in the U.K. for the 2025 first quarter was due to an increase in higher-value third-party administration revenues. There was an increase in revenues in Europe in the 2025 period, compared with 2024, due to increases in flood related claims in the Middle East and Spain. There was a slight increase in Australia in the 2025 first quarter, compared with 2024. There was an increase in revenues in Asia in the 2025 first quarter, compared with 2024, due to increases in Taiwan for claims related to the earthquake that occurred in 2024. The increase in revenues in Latin America in the 2025 period was primarily driven by increased revenues in Brazil and Chile.

32


 

Revenue variance components for our International Operations segment, for the three months ended March 31, 2025 are summarized as follows:

 

2025 Period compared to 2024 Period Ending:

 

For the Three Months
Ended March 31,

Decrease in cases received

 

(13.5)%

Decrease due to foreign currency exchange rates

 

(3.1)%

Increase in U.K. revenues related to higher-value third-party administration claims

 

5.5%

Change in high-frequency, low-severity cases received, primarily within the U.K. and Australia

 

8.6%

Storm related cases received in Australia in 2024 with minimal first quarter revenues

 

6.6%

Change in product mix and rates

 

2.3%

Increase in Revenues before Reimbursements

 

6.4%

 

Reimbursed Expenses included in Total Revenues

Reimbursements for out-of-pocket expenses incurred in our International Operations segment, which are included in total Company revenues, were $7.9 million and $8.5 million for the three months ended March 31, 2025 and 2024, respectively.

Case Volume Analysis

International Operations segment unit volumes by geographic region, measured by cases received, for the three months ended March 31, 2025 and 2024 were as follows:

 

 

 

Three Months Ended

 

(whole numbers, except percentages)

 

March 31,
2025

 

 

March 31,
2024

 

 

Variance

 

U.K.

 

 

31,081

 

 

 

39,988

 

 

 

(22.3

)%

Europe

 

 

47,163

 

 

 

42,689

 

 

 

10.5

%

Australia

 

 

8,496

 

 

 

20,321

 

 

 

(58.2

)%

Asia

 

 

7,097

 

 

 

6,304

 

 

 

12.6

%

Latin America

 

 

23,468

 

 

 

26,350

 

 

 

(10.9

)%

Total International Operations Cases Received

 

 

117,305

 

 

 

135,652

 

 

 

(13.5

)%

 

Overall, there was a decrease in cases received of (13.5)% for the three months ended March 31, 2025, compared with the 2024 period. There was a decrease in the U.K. in the first quarter due to decreases in high-frequency, low-severity cases. The increase in Europe was primarily due to increases in high-frequency, low-severity cases in third party administration within the Netherlands, as well as expansion in Spain. Cases decreased in Australia due to higher weather-related activity in the prior year. The increase in cases received in Asia was due to an increase in cases in Taiwan. Latin America experienced a decrease in high-frequency, low-value cases received in Brazil.

Direct Compensation, Fringe Benefits & Non-Employee Labor

The most significant expense in our International Operations segment is the compensation of employees, including related payroll taxes and fringe benefits, and the payments to outsourced service providers that augment the functions performed by our employees. As a percentage of revenues before reimbursements, these expenses were 67.6% for the three months ended March 31, 2025 compared with 66.2% for the 2024 period. The total dollar amount of these expenses was $70.6 million for the three months ended March 31, 2025, compared to $65.0 million for the 2024 period. The increase in cost and as a percentage of revenues before reimbursements was due to an increase in compensation expense, related to the increase in revenues, including incentive compensation, and an increase in non-employee labor. There was an average of 3,539 full-time equivalent employees in this segment in the three months ended March 31, 2025, compared with an average of 3,611 in the comparable 2024 period.

Expenses Other than Reimbursements, Direct Compensation, Fringe Benefits & Non-Employee Labor

International Operations expenses other than reimbursements, direct compensation, fringe benefits, and non-employee labor were $30.4 million for the three months ended March 31, 2025 compared with $31.4 million for the 2024 period. As a percentage of revenues before reimbursements, these expenses were 29.1% for the three months ended March 31, 2025 compared with 32.0% for the 2024 period. The decrease in the expense and as a percentage of revenues before reimbursements for the 2025 first quarter was due to an insurance recovery, partially offset by an increase in centralized indirect support costs.

33


 

BROADSPIRE SEGMENT

Our Broadspire segment reported operating earnings of $12.2 million, or 12.7% of revenues before reimbursements, for the three months ended March 31, 2025 as compared with $12.8 million, or 13.6% of revenues before reimbursements, for the first quarter of 2024. The decrease in the 2025 first quarter was due to an increase in centralized indirect support costs.

Excluding centralized indirect support costs, first quarter gross profit increased slightly from $24.3 million, or 25.8% of revenues before reimbursements, in 2024 to $24.5 million, or 25.4% of revenues before reimbursements in 2025. This increase was due to the increased revenues for all service lines from new clients and pricing that were partially offset by increased direct expenses.

Operating results for our Broadspire segment, including gross profit, for the three months ended March 31, 2025 and 2024 were as follows:

 

 

 

In thousands (except percentages)

 

Three Months Ended March 31,

 

2025

 

 

2024

 

 

Variance

 

Revenues

 

$

96,384

 

 

$

94,298

 

 

 

2.2

%

Direct expenses

 

 

71,885

 

 

 

69,993

 

 

 

2.7

%

Gross profit

 

 

24,499

 

 

 

24,305

 

 

 

0.8

%

Indirect expenses

 

 

12,296

 

 

 

11,501

 

 

 

6.9

%

Total Broadspire Operating Earnings

 

$

12,203

 

 

$

12,804

 

 

 

(4.7

)%

 

 

 

 

 

 

 

 

 

 

Gross profit margin

 

 

25.4

%

 

 

25.8

%

 

 

(0.4

)%

Operating margin

 

 

12.7

%

 

 

13.6

%

 

 

(0.9

)%

 

Revenues before Reimbursements

Broadspire revenues are derived from the casualty and disability insurance and self-insured markets in the U.S. Revenues before reimbursements by service line for the three months ended March 31, 2025 and 2024 were as follows:

 

 

 

Three Months Ended

 

(in thousands, except percentages)

 

March 31,
2025

 

 

March 31,
2024

 

 

Variance

 

Claims Management

 

$

49,654

 

 

$

48,398

 

 

 

2.6

%

Medical Management

 

 

46,730

 

 

 

45,900

 

 

 

1.8

%

Total Broadspire Revenues before Reimbursements

 

$

96,384

 

 

$

94,298

 

 

 

2.2

%

 

Revenues before reimbursements from our Broadspire segment totaled $96.4 million in the three months ended March 31, 2025 compared with $94.3 million in the 2024 period. This increase was primarily due to an increase in pricing in both lines and a rise in cases in Claims Management. There was an increase in segment unit volume, measured principally by cases received, of 1.3% for the three months ended March 31, 2025 compared with the same period of 2024. This was primarily due to an increase in new disability clients within our Claims Management service line. Revenues were negatively impacted by a $(0.7 million) decrease in revenues within our Claims Management service line related to income earned which offsets the costs of managing the funds maintained to administer claims for our customers, for which no cases are received, or (0.7)% decrease in revenues. There was also a $1.1 million increase in revenues within our Medical Management service line for which no cases are received, or a 1.2% increase in revenues. Changes in product mix and in the rates charged for those services accounted for a 0.4% revenue increase for the 2025 first quarter compared with the 2024 period.

Revenue variance components for our Broadspire segment, for the three months ended March 31, 2025 are summarized as follows:

 

2025 Period compared to 2024 Period Ending:

 

For the Three Months
Ended March 31,

Increase in cases received

 

1.3%

Decrease in claims management revenues with no cases received

 

(0.7)%

Increase in medical management revenues with no cases received

 

1.2%

Change in product mix and rates

 

0.4%

Increase in Revenues before Reimbursements

 

2.2%

 

Reimbursed Expenses included in Total Revenues

Reimbursements for out-of-pocket expenses incurred in our Broadspire segment were $0.8 million and $0.9 million for the three months ended March 31, 2025 and 2024, respectively.

34


 

Case Volume Analysis

Broadspire unit volumes by service line, as measured by cases received, for the three months ended March 31, 2025 and 2024 were as follows:

 

 

 

Three Months Ended

 

(whole numbers, except percentages)

 

March 31,
2025

 

 

March 31,
2024

 

 

Variance

 

Claims Management

 

 

99,251

 

 

 

94,265

 

 

 

5.3

%

Medical Management

 

 

38,212

 

 

 

41,433

 

 

 

(7.8

)%

Total Broadspire Cases Received

 

 

137,463

 

 

 

135,698

 

 

 

1.3

%

 

Overall case volumes increased 1.3% for the three months ended March 31, 2025 due primarily to an increase in new disability clients within our Claims Management service line.

Direct Compensation, Fringe Benefits & Non-Employee Labor

The most significant expense in our Broadspire segment is the compensation of employees, including related payroll taxes and fringe benefits, and the payments to outsourced service providers that augment the functions performed by our employees. These expenses totaled $58.4 million for the three months ended March 31, 2025, compared to $57.3 million for the 2024 period. As a percent of the related revenues before reimbursements, these expenses decreased slightly from 60.7% in the 2024 first quarter to 60.5% in 2025 first quarter. The increase in cost in the first quarter was primarily due to increased employees, average wages, and incentive compensation, related to the increase in revenues. The three months ended March 31, 2025 had a slightly lower percentage of revenues before reimbursements due to improved operating leverage. Average full-time equivalent employees in this segment totaled 2,764 in the three months ended March 31, 2025, compared with 2,601 in the 2024 period.

Expenses Other than Reimbursements, Direct Compensation, Fringe Benefits & Non-Employee Labor

Broadspire segment expenses other than reimbursements, direct compensation, fringe benefits, and non-employee labor as a percent of revenues before reimbursements were 26.8% for the three months ended March 31, 2025, compared with 25.7% in the 2024 period. The amount of these expenses increased from $24.2 million for the three months ended March 31, 2024 to $25.8 million in 2025. The increase in the 2025 first quarter expenses and as a percentage of revenues before reimbursements was due to higher cost of risk expenses and indirect support costs.

PLATFORM SOLUTIONS SEGMENT

Our Platform Solutions segment reported operating earnings of $2.9 million for the three months ended March 31, 2025, compared with operating earnings of $1.1 million in the 2024 period. The segment operating margin increased from 3.5% for the three months ended March 31, 2024, to 9.3% in the comparable 2025 period. The increase was due to an increase in staff augmentation revenues within our Networks service line, an increase in average rates within our Contractor Connection service line, a reduction in costs related to low value self inspection services previously handled within our Networks service line, as well as a decrease in centralized indirect support costs.

Excluding indirect support costs, gross profit in the first quarter increased from $7.2 million, or 22.7% of revenues before reimbursements in 2024, to $7.8 million, or 24.8% of revenues before reimbursements, in 2025. The increase was due to an increase in staff augmentation revenues within our Networks service line, an increase in average rates within our Contractor Connection service line, and a reduction in costs related to low value self inspection services previously handled within our Networks service line.

Operating results for our Platform Solutions segment, including gross profit, for the three months ended March 31, 2025 and 2024 were as follows:

 

 

 

In thousands (except percentages)

 

Three Months Ended March 31,

 

2025

 

 

2024

 

 

Variance

 

Revenues

 

$

31,514

 

 

$

31,899

 

 

 

(1.2

)%

Direct expenses

 

 

23,696

 

 

 

24,668

 

 

 

(3.9

)%

Gross profit

 

 

7,818

 

 

 

7,231

 

 

 

8.1

%

Indirect expenses

 

 

4,891

 

 

 

6,116

 

 

 

(20.0

)%

Total Platform Solutions Operating Earnings

 

$

2,927

 

 

$

1,115

 

 

 

162.5

%

 

 

 

 

 

 

 

 

 

 

Gross profit margin

 

 

24.8

%

 

 

22.7

%

 

 

2.1

%

Operating margin

 

 

9.3

%

 

 

3.5

%

 

 

5.8

%

 

35


 

Revenues before Reimbursements

Platform Solutions segment revenues are primarily derived from the property and casualty insurance company markets in the U.S. Revenues before reimbursements by service line for the three months ended March 31, 2025 and 2024 were as follows:

 

 

 

Three Months Ended

 

(in thousands, except percentages)

 

March 31,
2025

 

 

March 31,
2024

 

 

Variance

 

Contractor Connection

 

$

16,901

 

 

$

16,945

 

 

 

(0.3

)%

Networks

 

 

7,325

 

 

 

7,743

 

 

 

(5.4

)%

Subrogation

 

 

7,288

 

 

 

7,211

 

 

 

1.1

%

Total Platform Solutions Revenues before Reimbursements

 

$

31,514

 

 

$

31,899

 

 

 

(1.2

)%

 

Revenues before reimbursements from our Platform Solutions segment totaled $31.5 million in the three months ended March 31, 2025, compared with $31.9 million in the 2024 period. This slight decrease was primarily due to a reduction in low value inspection service cases, partially offset by an increased in revenues from weather-related activity resulting from an increase in staff augmentation services. There was a decrease in segment unit volume, measured principally by cases received, of (44.6)%, for the three months ended March 31, 2025, compared with the 2024 period. This was primarily related to the transfer of low value inspection services cases from our Networks service line, which resulted in 29,700, or 39.7%, fewer cases in the three months ended March 31, 2025, compared to 2024. There was a change in revenues from staff argumentation in our Networks service line which increased revenues 2.1% in the 2025 first quarter. Changes in product mix and in the rates charged for those services accounted for a 1.6% revenue increase for the 2025 three-month period compared with 2024.

Revenue variance components for our Platform Solutions segment, for the three months ended March 31, 2025 are summarized as follows:

 

2025 Period compared to 2024 Period Ending:

 

For the Three Months
Ended March 31,

Decrease in cases received

 

(44.6)%

Transfer of low value inspection services cases to North America Loss Adjusting

 

39.7%

Increase in revenues from staff augmentation

 

2.1%

Change in product mix and rates

 

1.6%

Decrease in Revenues before Reimbursements

 

(1.2)%

 

Reimbursed Expenses included in Total Revenues

Reimbursements for out-of-pocket expenses incurred in our Platform Solutions segment were $0.2 million for the three months ended March 31, 2025 compared with $0.1 million in the 2024 period.

Case Volume Analysis

Platform Solutions unit volumes by service line, as measured by cases received, for the three months ended March 31, 2025 and 2024 were as follows:

 

 

 

Three Months Ended

 

(whole numbers, except percentages)

 

March 31,
2025

 

 

March 31,
2024

 

 

Variance

 

Contractor Connection

 

 

27,465

 

 

 

33,069

 

 

 

(16.9

)%

Networks

 

 

4,553

 

 

 

31,944

 

 

 

(85.7

)%

Subrogation

 

 

9,468

 

 

 

9,889

 

 

 

(4.3

)%

Total Platform Solutions Cases Received

 

 

41,486

 

 

 

74,902

 

 

 

(44.6

)%

 

Overall case volumes were (44.6)% lower in the three months ended March 31, 2025, compared with the 2024 period, primarily due to the transfer to North America Loss Adjusting of low value inspection services cases from our Networks service line resulting in 29,700 fewer cases in the three months ended March 31, 2025, as compared to the 2024 period. The decrease in cases in our Contractor Connection service line in the 2025 period is due to reduced claims activity in the marketplace.

36


 

Direct Compensation, Fringe Benefits & Non-Employee Labor

Platform Solutions direct compensation, fringe benefits, and non-employee labor expenses as a percent of revenues before reimbursements were 57.3% in the 2025 first quarter compared with 59.3% in the 2024 quarter. The dollar amount of these expenses was $18.0 million for the 2025 first quarter and $18.9 million in the 2024 quarter. The decrease in costs in the first quarter was due to the reduction of employees performing low value inspection services. There was an average of 753 full-time equivalent employees in the Platform Solutions segment in the 2025 year-to-date period, compared with an average of 842 for the 2024 period.

Expenses Other than Reimbursements, Direct Compensation, Fringe Benefits & Non-Employee Labor

Expenses other than reimbursements, direct compensation, fringe benefits, and non-employee labor were 33.5% of Platform Solutions revenues before reimbursements for the three months ended March 31, 2025 compared with 37.2% for the period in 2024. The dollar amount of these expenses was $10.5 million for the 2025 first quarter and $11.9 million in the 2024 quarter. The decrease in cost and as a percent of revenues before reimbursements for the first quarter is due to the reduction of costs related to low value inspection services, a reduction in centralized indirect support costs, as well as a reduction of banking fees related to our Contractor Connection service line.

 

EXPENSES AND CREDITS EXCLUDED FROM SEGMENT OPERATING EARNINGS

Income Taxes

The Company's consolidated effective income tax rate may change periodically due to changes in enacted statutory tax rates, changes in tax law or policy, changes in the composition of taxable income from the countries in which it operates, the Company's ability to utilize net operating loss and tax credit carryforwards, and changes in unrecognized tax benefits. We estimate that our effective income tax rate for 2025 will be approximately 30% to 32% after considering known discrete items as of March 31, 2025.

The provision for income taxes on consolidated income before income tax totaled $2.5 million and $1.0 million for the three months ended March 31, 2025 and 2024, respectively. The overall effective tax rate decreased to 26.9% for the three months ended March 31, 2025 compared with 27.4% for the 2024 period primarily due to higher earnings as compared to 2024.

Net Corporate Interest Expense

Net corporate interest expense consists of interest expense that we incur on our short- and long-term borrowings, partially offset by any interest income we earn on available cash balances and short-term investments. These amounts vary based on interest rates, borrowings outstanding and the amounts of invested cash. Corporate interest expense totaled $4.8 million and $4.5 million for the three months ended March 31, 2025 and 2024, respectively. Interest income was $0.8 million and $0.9 million for the three months ended March 31, 2025 and 2024, respectively.

Stock Option Expense

Stock option expense, a component of stock-based compensation, is comprised of non-cash expenses related to stock options granted under our various stock option and employee stock purchase plans. Stock option expense is not allocated to our operating segments. Stock option expense totaled $0.2 million for each of the three months ended March 31, 2025 and 2024.

Amortization of Acquisition-Related Intangible Assets

Amortization of acquisition-related intangible assets represents the non-cash amortization expense for finite-lived customer-relationship and trade name intangible assets. Amortization expense associated with these intangible assets totaled $1.8 million and $1.9 million for the three months ended March 31, 2025 and 2024, respectively. This amortization expense is included in "Selling, general, and administrative expenses" in our unaudited Condensed Consolidated Statements of Operations.

Unallocated Corporate and Shared Costs, Net

Certain unallocated corporate and shared costs are excluded from the determination of segment operating earnings. For the three months ended March 31, 2025 and 2024, unallocated corporate and shared costs and credits represented expenses for our chief executive officer and our Board of Directors, certain adjustments to our self-insured liabilities, certain unallocated legal costs and professional fees, and certain adjustments and recoveries to our allowances for estimated credit losses.

Unallocated corporate and shared costs were $6.2 million and $8.0 million for the three months ended March 31, 2025 and 2024, respectively. The decrease in the 2025 first quarter was primarily due to a decrease in professional fees, self-insured reserves, and bad debt expense, partially offset by an increase in administrative compensation expenses.

37


 

Contingent Earnout Adjustments

Contingent earnout expense represents the fair value adjustment of earnout liabilities arising from recent acquisitions. This resulted in expense of $0.4 million for the three months ended March 31, 2025, compared to expenses of $0.2 million for the three months ended March 31, 2024. The fair value adjustment is based on changes to projections of acquired entities over the respective earnout periods, which span multiple years.

Non-Service Pension Costs

Non-service pension costs totaled $2.3 million for the three months ended March 31, 2025, compared to $2.5 million for the three months ended March 31, 2024. Non-service pension costs represents the U.S. and U.K. non-service defined benefit pension costs, which are non-operating in nature as the U.S. plan is frozen and the U.K. plans are closed to new participants. The service cost component of the U.K. plans remains in compensation expense.

 

LIQUIDITY, CAPITAL RESOURCES, AND FINANCIAL CONDITION

At March 31, 2025, our working capital balance (current assets less current liabilities) was approximately $86.6 million, an increase of $12.1 million from the working capital balance at December 31, 2024. Our cash and cash equivalents were $57.4 million at March 31, 2025, compared with $55.4 million at December 31, 2024.

Cash and cash equivalents as of March 31, 2025 consisted of $28.2 million held in the U.S. and $29.2 million held in our foreign subsidiaries. The Company generally does not provide for additional U.S. and foreign income taxes on undistributed earnings of foreign subsidiaries because they are considered to be indefinitely reinvested. The Company maintained its permanent reinvestment assertion on a portion of prior year undistributed earnings for certain foreign operations and accrued deferred taxes attributable to these earnings. The majority of the remaining historical earnings and future foreign earnings are expected to remain permanently reinvested and will be used to provide working capital for these operations, fund defined benefit pension plan obligations, repay non-U.S. debt, fund capital improvements, and fund future acquisitions.

However, if at a future date or time funds that remain permanently reinvested are necessary for our operations in the U.S. or we otherwise believe it is in our best interests to repatriate all or a portion of such funds, we may be required to accrue and pay taxes to repatriate these funds. No assurances can be provided as to the amount or timing thereof, the tax consequences related thereto, or the ultimate impact any such action may have on our results of operations or financial condition.

Cash Used in Operating Activities

Cash used in operating activities was $13.9 million for the three months ended March 31, 2025, compared with $19.8 million used in operating activities in the 2024 period. The decrease in cash used was primarily driven by higher earnings, net change in incentive compensation, net change in unbilled receivables, and other working capital items as compared to prior year.

Cash Used in Investing Activities

Cash used in investing activities was $9.1 million for the three months ended March 31, 2025, compared with $9.6 million used in the first three months of 2024. The decrease in cash used in 2025 was due to decreases in capital expenditures in 2025 compared to 2024.

Cash Provided by Financing Activities

Cash provided by financing activities was $25.0 million for the three months ended March 31, 2025, compared with $16.1 million in the 2024 period. During the first three months of 2025, there was an increase of $28.5 million in net borrowing from our revolving credit facility, compared with a net increase during the 2024 period of $21.0 million. The increase in borrowing in the 2025 period was primarily related to the need to fund employee incentive payments, employee matching 401(k) contributions, dividend payments, and other needs arising from operations. There were no share repurchases in the 2025 period, compared with $0.7 million in the 2024 period. We paid $3.5 million in dividends in the three months ended March 31, 2025 compared with $3.4 million in the 2024 period.

Other Matters Concerning Liquidity and Capital Resources

As a component of our Credit Facility with Bank of America (the "Credit Facility"), we maintain a letter of credit facility to satisfy certain contractual obligations. Including $8.9 million of undrawn letters of credit issued under the letter of credit facility, the available balance under our credit facility totaled $186.7 million at March 31, 2025. Our short-term debt obligations typically peak during the first half of each year due to the annual payment of incentive compensation, contributions to retirement plans, working capital fluctuations, and certain other recurring payments, and generally decline during the balance of the year. The balance of short-term borrowings represents amounts under our credit facility that we expect, but are not required, to repay in the next twelve months. Long- and short-term borrowings outstanding, including current installments and finance leases, totaled $246.6 million as of March 31, 2025 compared with $218.1 million at December 31, 2024.

Our liquidity is defined as cash on hand and borrowing capacity under our Credit Facility based on our trailing twelve month EBITDA, as defined in our Credit Facility. At March 31, 2025, this resulted in total liquidity of $255.9 million.

38


 

Additionally, the Company expects to make payments totaling $1.5 million in the next twelve months for contingent earnouts related to previous business acquisitions.

Defined Benefit Pension Funding and Cost

We sponsor a qualified defined benefit pension plan in the U.S. (the "U.S. Qualified Plan"), three defined benefit pension plans in the U.K., and defined benefit pension plans in the Netherlands, Norway, Germany, and the Philippines. Effective December 31, 2002, we froze our U.S. Qualified Plan. Our frozen U.S. Qualified Plan and U.K. plans were underfunded by $19.0 million and overfunded by $9.2 million, respectively, at December 31, 2024, based on accumulated benefit obligations of $248.5 million and $160.6 million for the U.S. Qualified Plan and the U.K. plans, respectively.

For the three months ended March 31, 2025 we made no contributions to our U.S. defined benefit pension plan and $0.8 million to our U.K defined benefit pension plans, compared with no contributions to the U.S. plan and $0.6 million to the U.K. plans for the three months ended March 31, 2024. We do not expect to make any additional discretionary contributions to our U.S. defined benefit pension plan during the remainder of 2025. Anticipated funding for the other international plans is not significant.

Dividend Payments

Our Board of Directors makes dividend decisions from time to time based in part on an assessment of current and projected earnings and cash flows. During the three months ended March 31, 2025, we paid $3.5 million in dividends. Our ability to pay future dividends could be impacted by many factors including the funding requirements of our defined benefit pension plans, repayments of outstanding borrowings, levels of cash expected to be generated by our operating activities, and covenants and other restrictions contained in any credit facilities or other financing agreements.

Financial Condition

Other significant changes on our unaudited Condensed Consolidated Balance Sheets as of March 31, 2025, compared with our unaudited Condensed Consolidated Balance Sheets as of December 31, 2024 were as follows:

Accounts receivable decreased by $6.0 million excluding foreign currency exchange impacts. The decrease was primarily within Platforms Solutions related to weather related claims that were settled in the first quarter of 2025.
Unbilled revenues increased $8.0 million excluding foreign exchange impacts. The increase is primarily attributable to Global Technical Services in the North America Loss Adjusting segment and Europe in the International Operations segment.
Accounts payable and accrued liabilities decreased $25.2 million excluding foreign currency exchange impacts. The decrease is primarily due to payments for employee incentive compensation earned in 2024 and timing of accrued payroll.

At March 31, 2025, we were not a party to any off-balance sheet arrangements which we believe could materially impact our operations, financial condition, or cash flows.

As disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, we have certain material obligations under operating lease agreements to which we are a party. The Company records operating lease-related assets and liabilities on our unaudited Condensed Consolidated Balance Sheets.

We also maintain funds in various trust accounts to administer claims for certain clients. These funds are not available for our general operating activities and, as such, have not been recorded in the accompanying unaudited Condensed Consolidated Balance Sheets. We have concluded that we do not have a material off-balance sheet risk related to these funds.

APPLICATION OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES

There have been no material changes to our critical accounting policies and estimates from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.

New Accounting Standards Adopted

No new accounting standard were adopted during the three months ended March 31, 2025.

Pending Adoption of New Accounting Standards

Additional information related to the pending adoption of new accounting standards is provided in Note 2 to the accompanying unaudited condensed consolidated financial statements in the Quarterly Report on Form 10-Q.

39


 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

For a discussion of quantitative and qualitative disclosures about the Company's market risk, see Item 7A, "Quantitative and Qualitative Disclosures About Market Risk," of our Annual Report on Form 10-K for the year ended December 31, 2024. Our exposures to market risk have not changed materially since December 31, 2024.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Registrant maintains a set of disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the "Exchange Act"), designed to ensure that information required to be disclosed by the Registrant in reports that it files or submits under the Exchange Act is recorded, processed, summarized or reported within the time periods specified in SEC rules and regulations.

Management necessarily applies its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding management's control objectives. The Company's management, including the Chief Executive Officer and the Chief Financial Officer, does not expect that its disclosure controls and procedures can prevent all possible errors or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. Judgments in decision-making can be faulty and breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of one or more persons. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and while the Company's disclosure controls and procedures are designed to be effective under circumstances where they should reasonably be expected to operate effectively, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in any control system, misstatements due to possible errors or fraud may occur and not be detected.

The Registrant's management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Registrant's disclosure controls and procedures as of March 31, 2025. Based on that evaluation, the Registrant's Chief Executive Officer and Chief Financial Officer concluded that the Registrant's disclosure controls and procedures were effective as of March 31, 2025.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

40


 

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

See Item 1 of Part I, “Financial Statements — Note 11 — Commitments and Contingencies — Legal Proceedings.”

Item 1A. Risk Factors

In addition to the other information set forth in this report, the factors discussed in Part I, "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2024 could materially affect our business, financial condition, or results of operations. The risks described in this report and in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, or results of operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The Company's share repurchase authorization, approved on November 4, 2021 by the Company's Board of Directors, provided the Company with the ability to repurchase up to 2,000,000 shares of CRD-A or CRD-B (or a combination of the two) through December 31, 2023 (the "2021 Repurchase Authorization"). On February 11, 2022, the Company’s Board of Directors added 5,000,000 shares to this authorization. The Company's Board of Directors subsequently amended this authorization to allow for repurchases through December 31, 2025. Under the 2021 Repurchase Authorization, repurchases may be made for cash, in the open market or privately negotiated transactions at such times and for such prices as management deems appropriate, subject to applicable contractual and regulatory restrictions. As of March 31, 2025 the Company was authorized to repurchase 1,089,809 shares under the 2021 Repurchase Authorization.

 

Period

 

Total
Number of
Shares
Purchased

 

 

Average Price
Paid
Per Share

 

 

Total Number
of Shares
Purchased as
Part of Publicly
Announced Plans
or Programs

 

 

Maximum Number
of Shares That
May be Purchased
Under the Plans
or Programs

 

Balance as December 31, 2024

 

 

 

 

 

 

 

 

 

 

 

1,089,809

 

January 1, 2025 - January 31, 2025

 

 

 

 

 

 

 

 

 

 

 

 

CRD-A

 

 

 

 

$

 

 

 

 

 

 

 

CRD-B

 

 

 

 

$

 

 

 

 

 

 

 

Totals of January 31, 2025

 

 

 

 

 

 

 

 

 

 

 

1,089,809

 

February 1, 2025 - February 28, 2025

 

 

 

 

 

 

 

 

 

 

 

 

CRD-A

 

 

 

 

$

 

 

 

 

 

 

 

CRD-B

 

 

 

 

$

 

 

 

 

 

 

 

Totals of February 29, 2025

 

 

 

 

 

 

 

 

 

 

 

1,089,809

 

March 1, 2025 - March 31, 2025

 

 

 

 

 

 

 

 

 

 

 

 

CRD-A

 

 

 

 

$

 

 

 

 

 

 

 

CRD-B

 

 

 

 

$

 

 

 

 

 

 

 

Totals as of March 31, 2025

 

 

 

 

 

 

 

 

 

 

 

1,089,809

 

 

 

Item 5. Other Information

Rule 10b5-1 Trading Plans

During the three months ended March 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K.

41


 

Item 6. Exhibits

 

Exhibit

No.

Description

31.1

Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1#

Certification of principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2#

Certification of principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

 

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH

 

Inline XBRL Taxonomy Extension Schema Document

101.CAL

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

 

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

 

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

 

# These certifications are deemed furnished and not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

 

42


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

 

Crawford & Company

 

 

 

 

(Registrant)

 

 

 

 

 

 

 

Date:

May 5, 2025

 

 

/s/ Rohit Verma

 

 

 

 

Rohit Verma

 

 

 

 

President and Chief Executive Officer

 

 

 

 

(Principal Executive Officer)

 

 

 

 

 

 

 

 

Date:

May 5, 2025

 

 

/s/ W. Bruce Swain

 

 

 

 

W. Bruce Swain

 

 

 

 

Executive Vice President and Chief Financial Officer

 

 

 

 

(Principal Financial Officer)

 

 

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