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CRAWFORD & CO - Quarter Report: 2021 June (Form 10-Q)

 

 

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 June 30, 2021

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)

 

(404300-1000

(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, Inc.

Class B Common Stock — $1.00 Par Value

CRD-B

New York Stock Exchange, Inc.

 

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 July 27, 2021, was as follows:

Class A Common Stock, $1.00 par value: 30,673,403

Class B Common Stock, $1.00 par value: 22,414,216

 

 


CRAWFORD & COMPANY

Quarterly Report on Form 10-Q

Quarter Ended June 30, 2021

 

Table of Contents

 

 

 

 

 

 

Page

Part I. Financial Information

 

 

 

 

 

 

 

 

Item 1.

 

Financial Statements:

 

3

 

 

 

 

 

 

 

 

 

Condensed Consolidated Statements of Operations (unaudited) for the three months ended June 30, 2021 and 2020

 

3

 

 

 

 

 

 

 

 

 

Condensed Consolidated Statements of Operations (unaudited) for the six months ended June 30, 2021 and 2020

 

4

 

 

 

 

 

 

 

 

 

Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) for the three and six months ended June 30, 2021 and 2020

 

5

 

 

 

 

 

 

 

 

 

Condensed Consolidated Balance Sheets (unaudited) as of June 30, 2021 and December 31, 2020

 

6

 

 

 

 

 

 

 

 

 

Condensed Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 2021 and 2020

 

8

 

 

 

 

 

 

 

 

 

Condensed Consolidated Statements of Shareholders' Investment (unaudited) as of and for the three months ended March 31 and June 30, 2021 and 2020

 

9

 

 

 

 

 

 

 

 

 

Notes to Condensed Consolidated Financial Statements (unaudited)

 

11

 

 

 

 

 

 

 

 

 

Report of Independent Registered Public Accounting Firm

 

26

 

 

 

 

 

 

Item 2.

 

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

 

27

 

 

 

 

 

 

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

46

 

 

 

 

 

 

Item 4.

 

Controls and Procedures

 

46

 

 

 

 

 

 

Part II. Other Information

 

 

 

 

 

 

 

 

Item 1A.

 

Risk Factors

 

48

 

 

 

 

 

 

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

48

 

 

 

 

 

 

Item 6.

 

Exhibits

 

49

 

 

 

 

 

 

Signatures

 

50

 

 

 

2


 

Part I — Financial Information

Item 1. Financial Statements

CRAWFORD & COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Unaudited

 

 

 

Three Months Ended June 30,

 

(In thousands, except per share amounts)

 

2021

 

 

2020

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues before reimbursements

 

$

267,457

 

 

$

234,416

 

Reimbursements

 

 

9,088

 

 

 

8,459

 

Total Revenues

 

 

276,545

 

 

 

242,875

 

 

 

 

 

 

 

 

Costs and Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs of services provided, before reimbursements

 

 

193,157

 

 

 

163,598

 

Reimbursements

 

 

9,088

 

 

 

8,459

 

Total costs of services

 

 

202,245

 

 

 

172,057

 

 

 

 

 

 

 

 

Selling, general, and administrative expenses

 

 

58,658

 

 

 

55,508

 

 

 

 

 

 

 

 

Corporate interest expense, net of interest income of $318 and $0, respectively

 

 

1,213

 

 

 

2,452

 

 

 

 

 

 

 

 

Loss on disposition of business

 

 

 

 

 

341

 

 

 

 

 

 

 

 

Total Costs and Expenses

 

 

262,116

 

 

 

230,358

 

 

 

 

 

 

 

 

Other Income (Expense), net

 

 

964

 

 

 

(84

)

 

 

 

 

 

 

 

Income Before Income Taxes

 

 

15,393

 

 

 

12,433

 

 

 

 

 

 

 

 

Provision for Income Taxes

 

 

3,590

 

 

 

6,311

 

 

 

 

 

 

 

 

Net Income

 

 

11,803

 

 

 

6,122

 

 

 

 

 

 

 

 

Net Income Attributable to Noncontrolling Interests and Redeemable Noncontrolling Interests

 

 

(23

)

 

 

(224

)

 

 

 

 

 

 

 

Net Income Attributable to Shareholders of Crawford & Company

 

$

11,780

 

 

$

5,898

 

 

 

 

 

 

 

 

Earnings Per Share - Basic:

 

 

 

 

 

 

Class A Common Stock

 

$

0.22

 

 

$

0.11

 

Class B Common Stock

 

$

0.22

 

 

$

0.11

 

 

 

 

 

 

 

 

Earnings Per Share - Diluted:

 

 

 

 

 

 

Class A Common Stock

 

$

0.22

 

 

$

0.11

 

Class B Common Stock

 

$

0.22

 

 

$

0.11

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

Class A Common Stock

 

 

30,826

 

 

 

30,521

 

Class B Common Stock

 

 

22,445

 

 

 

22,510

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

Class A Common Stock

 

 

31,997

 

 

 

30,690

 

Class B Common Stock

 

 

22,445

 

 

 

22,510

 

 

(See accompanying notes to condensed consolidated financial statements)

 

 

 

3


 

CRAWFORD & COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Unaudited

 

 

 

Six Months Ended June 30,

 

(In thousands, except per share amounts)

 

2021

 

 

2020

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues before reimbursements

 

$

520,638

 

 

$

471,947

 

Reimbursements

 

 

18,062

 

 

 

16,974

 

Total Revenues

 

 

538,700

 

 

 

488,921

 

 

 

 

 

 

 

 

Costs and Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs of services provided, before reimbursements

 

 

378,359

 

 

 

341,202

 

Reimbursements

 

 

18,062

 

 

 

16,974

 

Total costs of services

 

 

396,421

 

 

 

358,176

 

 

 

 

 

 

 

 

Selling, general, and administrative expenses

 

 

117,360

 

 

 

111,262

 

 

 

 

 

 

 

 

Corporate interest expense, net of interest income of $349 and $33, respectively

 

 

2,795

 

 

 

4,676

 

 

 

 

 

 

 

 

Goodwill impairment

 

 

 

 

 

17,674

 

 

 

 

 

 

 

 

Restructuring costs

 

 

 

 

 

5,714

 

 

 

 

 

 

 

 

Loss on disposition of business

 

 

 

 

 

341

 

 

 

 

 

 

 

 

Total Costs and Expenses

 

 

516,576

 

 

 

497,843

 

 

 

 

 

 

 

 

Other Income (Expense), net

 

 

1,774

 

 

 

(290

)

 

 

 

 

 

 

 

Income (Loss) Before Income Taxes

 

 

23,898

 

 

 

(9,212

)

 

 

 

 

 

 

 

Provision (Benefit) for Income Taxes

 

 

6,061

 

 

 

(2,175

)

 

 

 

 

 

 

 

Net Income (Loss)

 

 

17,837

 

 

 

(7,037

)

 

 

 

 

 

 

 

Net Loss Attributable to Noncontrolling Interests and Redeemable Noncontrolling Interests

 

 

7

 

 

 

1,536

 

 

 

 

 

 

 

 

Net Income (Loss) Attributable to Shareholders of Crawford & Company

 

$

17,844

 

 

$

(5,501

)

 

 

 

 

 

 

 

Earnings (Loss) Per Share - Basic:

 

 

 

 

 

 

Class A Common Stock

 

$

0.33

 

 

$

(0.10

)

Class B Common Stock

 

$

0.33

 

 

$

(0.12

)

 

 

 

 

 

 

 

Earnings (Loss) Per Share - Diluted:

 

 

 

 

 

 

Class A Common Stock

 

$

0.33

 

 

$

(0.10

)

Class B Common Stock

 

$

0.33

 

 

$

(0.12

)

 

 

 

 

 

 

 

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

 

 

 

 

 

 

Class A Common Stock

 

 

30,825

 

 

 

30,541

 

Class B Common Stock

 

 

22,454

 

 

 

22,544

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

Class A Common Stock

 

 

31,897

 

 

 

30,541

 

Class B Common Stock

 

 

22,454

 

 

 

22,544

 

 

(See accompanying notes to condensed consolidated financial statements)

 

4


 

CRAWFORD & COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Unaudited

 

 

 

Three Months Ended June 30,

 

(In thousands)

 

2021

 

 

2020

 

Net Income

 

$

11,803

 

 

$

6,122

 

 

 

 

 

 

 

 

Other Comprehensive Income (Loss):

 

 

 

 

 

 

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

 

 

2,184

 

 

 

(3,221

)

 

 

 

 

 

 

 

Amortization of actuarial losses for retirement plans included in net periodic pension cost, net of tax of $664 and $650, respectively

 

 

1,877

 

 

 

1,885

 

 

 

 

 

 

 

 

Other Comprehensive Income (Loss)

 

 

4,061

 

 

 

(1,336

)

 

 

 

 

 

 

 

Comprehensive Income

 

 

15,864

 

 

 

4,786

 

 

 

 

 

 

 

 

Comprehensive (income) loss attributable to noncontrolling interests and redeemable noncontrolling interests

 

 

(53

)

 

 

153

 

 

 

 

 

 

 

 

Comprehensive Income Attributable to Shareholders of Crawford & Company

 

$

15,811

 

 

$

4,939

 

 

 

 

Six Months Ended June 30,

 

(In thousands)

 

2021

 

 

2020

 

 

 

 

 

 

 

 

Net Income (loss)

 

$

17,837

 

 

$

(7,037

)

 

 

 

 

 

 

 

Other Comprehensive Income (loss):

 

 

 

 

 

 

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

 

 

12,808

 

 

 

(6,693

)

 

 

 

 

 

 

 

Amortization of actuarial losses for retirement plans included in net periodic pension cost, net of tax of $1,330 and $1,301, respectively

 

 

3,829

 

 

 

3,813

 

 

 

 

 

 

 

 

Other Comprehensive Income (Loss)

 

 

16,637

 

 

 

(2,880

)

 

 

 

 

 

 

 

Comprehensive Income (Loss)

 

 

34,474

 

 

 

(9,917

)

 

 

 

 

 

 

 

Comprehensive (income) loss attributable to noncontrolling interests and redeemable noncontrolling interests

 

 

(9

)

 

 

1,912

 

 

 

 

 

 

 

 

Comprehensive Income (Loss) Attributable to Shareholders of Crawford & Company

 

$

34,465

 

 

$

(8,005

)

 

(See accompanying notes to condensed consolidated financial statements)

 

5


 

CRAWFORD & COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

Unaudited

 

 

 

 

 

 

*

 

(In thousands)

 

June 30,
2021

 

 

December 31,
2020

 

ASSETS

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

44,708

 

 

$

44,656

 

Accounts receivable, less allowance for expected credit losses of $9,046 and $9,464, respectively

 

 

124,651

 

 

 

123,060

 

Unbilled revenues, at estimated billable amounts

 

 

115,489

 

 

 

103,528

 

Income taxes receivable

 

 

1,785

 

 

 

1,269

 

Prepaid expenses and other current assets

 

 

32,739

 

 

 

29,490

 

Total Current Assets

 

 

319,372

 

 

 

302,003

 

Net Property and Equipment

 

 

34,107

 

 

 

36,402

 

Other Assets:

 

 

 

 

 

 

Operating lease right-of-use assets, net

 

 

106,433

 

 

 

109,315

 

Goodwill

 

 

74,728

 

 

 

66,537

 

Intangible assets arising from business acquisitions, net

 

 

69,316

 

 

 

71,176

 

Capitalized software costs, net

 

 

72,048

 

 

 

71,021

 

Deferred income tax assets

 

 

25,501

 

 

 

25,595

 

Other noncurrent assets

 

 

69,084

 

 

 

70,935

 

Total Other Assets

 

 

417,110

 

 

 

414,579

 

TOTAL ASSETS

 

$

770,589

 

 

$

752,984

 

 

*        Derived from the audited Consolidated Balance Sheet

(See accompanying notes to condensed consolidated financial statements)

 

 

6


 

CRAWFORD & COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS — CONTINUED

Unaudited

 

 

 

 

 

 

*

 

(In thousands, except par value amounts)

 

June 30,
2021

 

 

December 31,
2020

 

LIABILITIES AND SHAREHOLDERS' INVESTMENT

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

Short-term borrowings

 

$

7,084

 

 

$

1,837

 

Accounts payable

 

 

40,786

 

 

 

41,544

 

Accrued compensation and related costs

 

 

71,003

 

 

 

81,848

 

Self-insured risks

 

 

11,147

 

 

 

11,390

 

Income taxes payable

 

 

 

 

 

5,822

 

Operating lease liability

 

 

30,193

 

 

 

32,745

 

Other accrued liabilities

 

 

43,652

 

 

 

40,375

 

Deferred revenues

 

 

28,365

 

 

 

27,233

 

Total Current Liabilities

 

 

232,230

 

 

 

242,794

 

Noncurrent Liabilities:

 

 

 

 

 

 

Long-term debt and finance leases, less current installments

 

 

117,878

 

 

 

111,758

 

Operating lease liability

 

 

92,467

 

 

 

93,228

 

Deferred revenues

 

 

23,923

 

 

 

24,136

 

Accrued pension liabilities

 

 

44,223

 

 

 

53,886

 

Other noncurrent liabilities

 

 

44,314

 

 

 

40,254

 

Total Noncurrent Liabilities

 

 

322,805

 

 

 

323,262

 

Shareholders' Investment:

 

 

 

 

 

 

Class A common stock, $1.00 par value; 50,000 shares authorized; 30,723 and 30,847 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively

 

 

30,723

 

 

 

30,847

 

Class B common stock, $1.00 par value; 50,000 shares authorized; 22,429 and 22,510 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively

 

 

22,429

 

 

 

22,510

 

Additional paid-in capital

 

 

70,813

 

 

 

67,193

 

Retained earnings

 

 

274,033

 

 

 

265,245

 

Accumulated other comprehensive loss

 

 

(182,235

)

 

 

(198,856

)

Shareholders' Investment Attributable to Shareholders of Crawford & Company

 

 

215,763

 

 

 

186,939

 

Noncontrolling interests

 

 

(209

)

 

 

(11

)

Total Shareholders' Investment

 

 

215,554

 

 

 

186,928

 

TOTAL LIABILITIES AND SHAREHOLDERS' INVESTMENT

 

$

770,589

 

 

$

752,984

 

 

*        Derived from the audited Consolidated Balance Sheet

(See accompanying notes to condensed consolidated financial statements)

 

7


 

CRAWFORD & COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited

 

 

 

Six Months Ended June 30,

 

(In thousands)

 

2021

 

 

2020

 

Cash Flows From Operating Activities:

 

 

 

 

 

 

Net income (loss)

 

$

17,837

 

 

$

(7,037

)

Reconciliation of net income (loss) to net cash provided by operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

20,942

 

 

 

19,450

 

Goodwill impairment

 

 

 

 

 

17,674

 

Loss on disposition of business

 

 

 

 

 

341

 

Stock-based compensation

 

 

3,563

 

 

 

1,998

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable, net

 

 

3,111

 

 

 

5,473

 

Unbilled revenues, net

 

 

(7,026

)

 

 

(7,000

)

Accrued or prepaid income taxes

 

 

(7,424

)

 

 

(6,806

)

Accounts payable and accrued liabilities

 

 

(11,331

)

 

 

(3,405

)

Deferred revenues

 

 

(189

)

 

 

(457

)

Accrued retirement costs

 

 

(9,879

)

 

 

(4,975

)

Prepaid expenses and other operating activities

 

 

928

 

 

 

(3,224

)

Net cash provided by operating activities

 

 

10,532

 

 

 

12,032

 

 

 

 

 

 

 

Cash Flows From Investing Activities:

 

 

 

 

 

 

Acquisitions of property and equipment

 

 

(2,120

)

 

 

(5,476

)

Capitalization of computer software costs

 

 

(10,083

)

 

 

(8,823

)

Proceeds from settlement of life insurance policies

 

 

4,198

 

 

 

 

Payments for business acquisitions, net of cash acquired

 

 

(3,786

)

 

 

 

Other investing

 

 

 

 

 

(87

)

Net cash used in investing activities

 

 

(11,791

)

 

 

(14,386

)

 

 

 

 

 

 

Cash Flows From Financing Activities:

 

 

 

 

 

 

Cash dividends paid

 

 

(6,394

)

 

 

(4,859

)

Repurchases of common stock

 

 

(2,999

)

 

 

(2,666

)

Increases in revolving credit facility borrowings

 

 

29,983

 

 

 

73,340

 

Payments on revolving credit facility borrowings

 

 

(18,986

)

 

 

(54,124

)

Payments of contingent consideration on acquisitions

 

 

(1,683

)

 

 

 

Other financing activities

 

 

(282

)

 

 

(292

)

Net cash (used in) provided by financing activities

 

 

(361

)

 

 

11,399

 

Effects of exchange rate changes on cash and cash equivalents

 

 

1,672

 

 

 

(889

)

Increase in cash and cash equivalents

 

 

52

 

 

 

8,156

 

Cash and cash equivalents at beginning of year

 

 

44,656

 

 

 

51,802

 

Cash and cash equivalents at end of period

 

$

44,708

 

 

$

59,958

 

 

(See accompanying notes to condensed consolidated financial statements)

 

8


 

CRAWFORD & COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' INVESTMENT

Unaudited

(In thousands, except per share amounts)

 

 

Common Stock

 

 

 

 

 

 

 

 

Accumulated

 

 

Shareholders'
Investment
Attributable to

 

 

 

 

 

 

 

2021

 

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, 2021

 

$

30,847

 

 

$

22,510

 

 

$

67,193

 

 

$

265,245

 

$

(198,856

)

 

$

186,939

 

 

$

(11

)

 

$

186,928

 

Net income

 

 

 

 

 

 

 

 

 

 

 

6,064

 

 

 

 

 

 

6,064

 

 

 

(30

)

 

 

6,034

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12,590

 

 

 

12,590

 

 

 

(14

)

 

 

12,576

 

Cash dividends paid (Class A - $0.06 per share, Class B - $0.06 per share)

 

 

 

 

 

 

 

 

 

 

 

(3,198

)

 

 

 

 

 

(3,198

)

 

 

 

 

 

(3,198

)

Stock-based compensation

 

 

 

 

 

 

 

 

1,609

 

 

 

 

 

 

 

 

 

1,609

 

 

 

 

 

 

1,609

 

Repurchases of common stock

 

 

(90

)

 

 

(59

)

 

 

 

 

 

(1,041

)

 

 

 

 

 

(1,190

)

 

 

 

 

 

(1,190

)

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

 

 

93

 

 

 

 

 

 

(87

)

 

 

 

 

 

 

 

 

6

 

 

 

 

 

 

6

 

Dividends paid to noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(207

)

 

 

(207

)

Balance at March 31, 2021

 

$

30,850

 

 

$

22,451

 

 

$

68,715

 

 

$

267,070

 

 

$

(186,266

)

 

$

202,820

 

 

$

(262

)

 

$

202,558

 

Net income

 

 

 

 

 

 

 

 

 

 

 

11,780

 

 

 

 

 

 

11,780

 

 

 

23

 

 

 

11,803

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,031

 

 

 

4,031

 

 

 

30

 

 

 

4,061

 

Cash dividends paid (Class A - $0.06 per share, Class B - $0.06 per share)

 

 

 

 

 

 

 

 

 

 

 

(3,196

)

 

 

 

 

 

(3,196

)

 

 

 

 

 

(3,196

)

Stock-based compensation

 

 

 

 

 

 

 

 

1,954

 

 

 

 

 

 

 

 

 

1,954

 

 

 

 

 

 

1,954

 

Repurchases of common stock

 

 

(166

)

 

 

(22

)

 

 

 

 

 

(1,621

)

 

 

 

 

 

(1,809

)

 

 

 

 

 

(1,809

)

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

 

 

39

 

 

 

 

 

 

250

 

 

 

 

 

 

 

 

 

289

 

 

 

 

 

 

289

 

Decrease in value of noncontrolling interest due to acquisitions

 

 

 

 

 

 

 

 

(106

)

 

 

 

 

 

 

 

 

(106

)

 

 

 

 

 

(106

)

Balance at June 30, 2021

 

$

30,723

 

 

$

22,429

 

 

$

70,813

 

 

$

274,033

 

 

$

(182,235

)

 

$

215,763

 

 

$

(209

)

 

$

215,554

 

 

(See accompanying notes to condensed consolidated financial statements)

 

 

9


 

CRAWFORD & COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' INVESTMENT - CONTINUED

Unaudited

(In thousands, except per share amounts)

 

 

 

Common Stock

 

 

 

 

 

 

 

 

Accumulated

 

 

Shareholders'
Investment
Attributable to

 

 

 

 

 

 

 

2020

 

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, 2020

 

$

30,610

 

 

$

22,671

 

 

$

63,392

 

 

$

249,551

 

 

$

(206,907

)

 

$

159,317

 

 

$

3,250

 

 

$

162,567

 

Net loss (1)

 

 

 

 

 

 

 

 

 

 

 

(11,399

)

 

 

 

 

 

(11,399

)

 

 

120

 

 

 

(11,279

)

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,545

)

 

 

(1,545

)

 

 

1

 

 

 

(1,544

)

Cash dividends paid (Class A - $0.07 per share, Class B - $0.05 per share)

 

 

 

 

 

 

 

 

 

 

 

(3,268

)

 

 

 

 

 

(3,268

)

 

 

 

 

 

(3,268

)

Stock-based compensation

 

 

 

 

 

 

 

 

880

 

 

 

 

 

 

 

 

 

880

 

 

 

 

 

 

880

 

Repurchases of common stock

 

 

(155

)

 

 

(161

)

 

 

 

 

 

(2,350

)

 

 

 

 

 

(2,666

)

 

 

 

 

 

(2,666

)

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

 

 

64

 

 

 

 

 

 

(54

)

 

 

 

 

 

 

 

 

10

 

 

 

 

 

 

10

 

Decrease in value of noncontrolling interest due to acquisition

 

 

 

 

 

 

 

 

(269

)

 

 

 

 

 

576

 

 

 

307

 

 

 

(599

)

 

 

(292

)

Adoption of Topic 326

 

 

 

 

 

 

 

 

 

 

 

(607

)

 

 

 

 

 

(607

)

 

 

 

 

 

(607

)

Balance at March 31, 2020

 

$

30,519

 

 

$

22,510

 

 

$

63,949

 

 

$

231,927

 

 

$

(207,876

)

 

$

141,029

 

 

$

2,772

 

 

$

143,801

 

Net income (1)

 

 

 

 

 

 

 

 

 

 

 

5,898

 

 

 

 

 

 

5,898

 

 

 

481

 

 

 

6,379

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(959

)

 

 

(959

)

 

 

(377

)

 

 

(1,336

)

Cash dividends paid (Class A - $0.03 per share, Class B - $0.03 per share)

 

 

 

 

 

 

 

 

 

 

 

(1,591

)

 

 

 

 

 

(1,591

)

 

 

 

 

 

(1,591

)

Stock-based compensation

 

 

 

 

 

 

 

 

1,118

 

 

 

 

 

 

 

 

 

1,118

 

 

 

 

 

 

1,118

 

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

 

 

4

 

 

 

 

 

 

(4

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Increase in value of noncontrolling interest due to disposition

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,249

 

 

 

1,249

 

Balance at June 30, 2020

 

$

30,523

 

 

$

22,510

 

 

$

65,063

 

 

$

236,234

 

 

$

(208,835

)

 

$

145,495

 

 

$

4,125

 

 

$

149,620

 

 

(1) The total net loss presented in the condensed consolidated statements of shareholders' investment for the three months ended March 31 and June 30, 2020 excludes $1,880 and $257 in net loss attributable to the redeemable noncontrolling interests.

(See accompanying notes to condensed consolidated financial statements)

 

10


 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Unaudited

 

Based in Atlanta, Georgia, Crawford & Company ("Crawford" or "the Company") is the world's largest publicly listed independent provider of claims management and outsourcing solutions to carriers, brokers and corporations with an expansive global network serving clients in more than 70 countries.

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, respectively. The Company's two classes of stock are substantially identical, except with respect to voting rights and the Company's ability to pay greater cash dividends on the non-voting Class A Common Stock than on the voting Class B Common Stock, subject to certain limitations. In addition, with respect to mergers or similar transactions, holders of Class A Common Stock must receive the same type and amount of consideration as holders of Class B Common Stock, unless different consideration is approved by the holders of 75% of the Class A Common Stock, voting as a class. The Company's website is 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 promulgated by the United States Securities and Exchange Commission (the "SEC"). Accordingly, these unaudited condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. Due to the impact of weather activity and the continued economic uncertainty resulting from the COVID-19 pandemic, the Company's operating results for the three and six months ended June 30, 2021 and financial position as of June 30, 2021 are not necessarily indicative of the results or financial position that may be expected for the year ending December 31, 2021 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 the Annual Report on Form 10-K for the year ended December 31, 2020 other than as disclosed herein.

Subsequent to December 31, 2020, the Company has reorganized its global service line structure to consist of Crawford Loss Adjusting, Crawford TPA Solutions, and Crawford Platform Solutions. Certain prior period amounts among the Company’s reportable segments have been reclassified to conform to the current presentation. These reclassifications had no effect on the Company's reported consolidated results. Significant intercompany transactions have been eliminated in consolidation.

The Condensed Consolidated Balance Sheet information presented herein as of December 31, 2020 has been derived from the audited consolidated financial statements as of that date, but does not include all of the information and footnotes required by GAAP for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020.

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 June 30, 2021 and December 31, 2020, the liabilities of the deferred compensation plan were $7,144,000 and $7,961,000, 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 $12,161,000 and $16,323,000, 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.

 

11


 

On March 27, 2020, the U.S. enacted the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The Company took advantage of certain aspects of the CARES Act such as the deferral of payroll tax deposits, which deferred the payment of 2020 payroll tax withholdings in the U.S., totaling $12,961,000, to be paid in equal installments at the end of 2021 and 2022.

The Canadian government enacted the Canada Emergency Wage Subsidy (“CEWS”) in 2020 to provide a wage subsidy to employers that suffered reductions in revenue resulting from the COVID-19 pandemic. The Company met the eligibility criteria to receive the wage subsidy in the first and second quarters of 2021, as well as the second, third and fourth quarters of 2020. The wage subsidy is included in "Costs of services provided, before reimbursements” or “Selling, general, and administrative expenses” on the Company's unaudited Condensed Consolidated Statements of Operations, depending on the location of the employees, and is recorded as a reduction of compensation expense. The Company recognized $2,195,000 and $4,072,000 as a reduction of compensation expense for the three and six months ended June 30, 2021, respectively, and $4,345,000 for the three and six months ended June 30, 2020. The Company will continue to evaluate the impact of government subsidies each period but does not expect to qualify for this subsidy in future quarters.  

2. Recently Issued Accounting Standards

Adoption of New Accounting Standards

Compensation-Retirement Benefits: Changes to the Disclosure Requirements for Defined Benefit Plans

In August 2018, the FASB issued ASU 2018-14, "Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20)." This update modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. This update removes certain disclosure requirements including, but not limited to, the amounts in accumulated other comprehensive income expected to be recognized as components of net periodic benefit cost over the next fiscal year and the amount and timing of plan assets expected to be returned to the employer. This update requires the disclosure of the weighted-average interest crediting rates for cash balance plans and other plans with promised interest crediting rates and an explanation of the reasons for significant gains and losses related to changes in the benefit obligation for the period. This update also clarifies requirements for entities that provide aggregate disclosures for two or more plans. The update is effective for annual periods beginning after December 15, 2020, and interim periods thereafter. Early adoption is permitted. The Company adopted this guidance on January 1, 2021 with no material impact on its disclosures related to its retirement plans.

Simplifying the Accounting for Income Taxes

In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” ASU 2019-12 amends ASC 740 to simplify the accounting for income taxes by removing certain exceptions for foreign equity investments, intraperiod allocations and interim calculations, and adding guidance to reduce complexity in the accounting standard under the FASB’s simplification initiative. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020. Upon adoption, the amendments in ASU 2019-12 should be applied on a prospective basis to all periods presented. The Company adopted this guidance on January 1, 2021 with no material impact on its results of operation, financial condition and cash flows.

Pending Adoption of Recently Issued Accounting Standards

There were no recently issued accounting standards that will have an impact to the Company.

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 receivable are expected to be collected in less than two months, in accordance with the underlying payment terms.

 

12


 

The Company's Crawford Loss Adjusting segment generates 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. This segment also generates 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. 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 Crawford Loss Adjusting revenues before reimbursements disaggregated by geography for the three and six months ended June 30, 2021 and 2020:

 

 

 

Three Months Ended

 

 

Six Months Ended

 

(in thousands)

 

June 30,
2021

 

 

June 30,
2020

 

 

June 30,
2021

 

 

June 30,
2020

 

U.S.

 

$

35,737

 

 

$

31,057

 

 

$

70,722

 

 

$

61,535

 

U.K.

 

 

26,347

 

 

 

26,843

 

 

 

51,245

 

 

 

53,035

 

Australia

 

 

19,126

 

 

 

17,942

 

 

 

36,220

 

 

 

32,735

 

Europe

 

 

14,058

 

 

 

12,426

 

 

 

26,649

 

 

 

24,506

 

Canada

 

 

12,887

 

 

 

13,226

 

 

 

26,493

 

 

 

28,871

 

Rest of World

 

 

7,801

 

 

 

7,568

 

 

 

17,164

 

 

 

15,484

 

Total Crawford Loss Adjusting Revenues before Reimbursements

 

$

115,956

 

 

$

109,062

 

 

$

228,493

 

 

$

216,166

 

 

The Company’s Crawford TPA Solutions 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 the claims management services to its customer. This service line also provides Legal Services and Risk Management Information Services. For non-claim services, 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.

 

13


 

The Medical Management service line offers case managers who provide administration services by proactively managing medical treatment 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 in 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 service to the customer. 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.

The following tables present Crawford TPA Solutions revenues before reimbursements disaggregated by service line and geography for the three and six months ended June 30, 2021 and 2020:

 

 

 

Three Months Ended June 30, 2021

 

 

Three Months Ended June 30, 2020

 

(in thousands)

 

Claims
Management
Services

 

 

Medical
Management
Services

 

 

Total

 

 

Claims
Management
Services

 

 

Medical
Management
Services

 

 

Total

 

U.S.

 

$

37,552

 

 

$

38,350

 

 

$

75,902

 

 

$

34,598

 

 

$

34,575

 

 

$

69,173

 

U.K.

 

 

5,570

 

 

 

 

 

 

5,570

 

 

 

4,227

 

 

 

 

 

 

4,227

 

Canada

 

 

4,626

 

 

 

 

 

 

4,626

 

 

 

5,583

 

 

 

 

 

 

5,583

 

Europe and Rest of World

 

 

14,276

 

 

 

 

 

 

14,276

 

 

 

9,685

 

 

 

 

 

 

9,685

 

Total Crawford TPA Solutions Revenues before Reimbursements

 

$

62,024

 

 

$

38,350

 

 

$

100,374

 

 

$

54,093

 

 

$

34,575

 

 

$

88,668

 

 

 

 

Six Months Ended June 30, 2021

 

 

Six Months Ended June 30, 2020

 

(in thousands)

 

Claims
Management
Services

 

 

Medical
Management
Services

 

 

Total

 

 

Claims
Management
Services

 

 

Medical
Management
Services

 

 

Total

 

U.S.

 

$

75,702

 

 

$

74,476

 

 

$

150,178

 

 

$

70,622

 

 

$

76,644

 

 

$

147,266

 

U.K.

 

 

10,449

 

 

 

 

 

 

10,449

 

 

 

8,240

 

 

 

 

 

 

8,240

 

Canada

 

 

9,812

 

 

 

 

 

 

9,812

 

 

 

12,032

 

 

 

 

 

 

12,032

 

Europe and Rest of World

 

 

28,180

 

 

 

 

 

 

28,180

 

 

 

19,127

 

 

 

 

 

 

19,127

 

Total Crawford TPA Solutions Revenues before Reimbursements

 

$

124,143

 

 

$

74,476

 

 

$

198,619

 

 

$

110,021

 

 

$

76,644

 

 

$

186,665

 

 

The Company's Crawford Platform Solutions segment principally generates revenues through its Contractor Connection and Networks 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. Networks also generates revenue by providing on-demand inspection, verification and other task specific field services for businesses and consumers. 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.

 

14


 

The following table presents Crawford Platform Solutions revenues before reimbursements disaggregated by service line and geography for the three and six months ended June 30, 2021 and 2020:

 

 

 

Three Months Ended June 30, 2021

 

 

Three Months Ended June 30, 2020

 

(in thousands)

 

Contractor
Connection

 

 

Network Business

 

 

Total

 

 

Contractor
Connection

 

 

Network Business

 

 

Total

 

U.S.

 

$

19,535

 

 

$

24,540

 

 

$

44,075

 

 

$

17,869

 

 

$

13,790

 

 

$

31,659

 

U.K.

 

 

2,363

 

 

 

 

 

 

2,363

 

 

 

1,489

 

 

 

 

 

 

1,489

 

Canada

 

 

2,079

 

 

 

745

 

 

 

2,824

 

 

 

1,193

 

 

 

851

 

 

 

2,044

 

Europe and Rest of World

 

 

466

 

 

 

1,399

 

 

 

1,865

 

 

 

197

 

 

 

1,297

 

 

 

1,494

 

Total Crawford Platform Solutions Revenues before Reimbursements

 

$

24,443

 

 

$

26,684

 

 

$

51,127

 

 

$

20,748

 

 

$

15,938

 

 

$

36,686

 

 

 

 

Six Months Ended June 30, 2021

 

 

Six Months Ended June 30, 2020

 

(in thousands)

 

Contractor
Connection

 

 

Network Business

 

 

Total

 

 

Contractor
Connection

 

 

Network Business

 

 

Total

 

U.S.

 

$

36,052

 

 

$

44,164

 

 

$

80,216

 

 

$

33,196

 

 

$

24,338

 

 

$

57,534

 

U.K.

 

 

4,791

 

 

 

18

 

 

 

4,809

 

 

 

3,645

 

 

 

22

 

 

 

3,667

 

Canada

 

 

3,710

 

 

 

1,556

 

 

 

5,266

 

 

 

2,612

 

 

 

2,558

 

 

 

5,170

 

Europe and Rest of World

 

 

872

 

 

 

2,363

 

 

 

3,235

 

 

 

333

 

 

 

2,412

 

 

 

2,745

 

Total Crawford Platform Solutions Revenues before Reimbursements

 

$

45,425

 

 

$

48,101

 

 

$

93,526

 

 

$

39,786

 

 

$

29,330

 

 

$

69,116

 

 

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.

Arrangements with Multiple 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.

Contract Balances

The timing of revenue recognition, billings and cash collections result in billed accounts receivables, contract assets (reported as "Unbilled revenues at estimated billable amounts") and contract liabilities (reported as "Deferred revenues") on the Company’s unaudited Condensed Consolidated Balance Sheets. Unbilled revenues is a contract asset 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 the Company’s unaudited Condensed Consolidated Balance Sheets, which represents a contract liability. These fixed-fee service agreements typically result from the Crawford TPA Solutions 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.

 

15


 

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. 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 98% 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 makes adjustments to 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, 2021 and the significant activity affecting deferred revenues during the six months ended June 30, 2021:

 

(In Thousands)

 

 

 

Customer Contract Liabilities

 

Deferred
Revenue

 

Balance at January 1, 2021

 

$

51,369

 

Quarterly additions

 

 

19,303

 

Revenue recognized from the prior periods

 

 

(12,603

)

Revenue recognized from current quarter additions

 

 

(4,551

)

Deferred revenue from acquisition

 

 

659

 

Balance as of March 31, 2021

 

$

54,177

 

Quarterly additions

 

 

19,501

 

Revenue recognized from the prior periods

 

 

(13,605

)

Revenue recognized from current quarter additions

 

 

(4,639

)

Other adjustments

 

 

(3,146

)

Balance as of June 30, 2021

 

$

52,288

 

 

Remaining Performance Obligations

As of June 30, 2021, the Company had $91,318,000 of remaining performance obligations related to claims and non-claims services in which the price is fixed. Remaining performance obligations consist of deferred revenues as well as certain unbilled receivables that are considered contract assets. The Company expects to recognize approximately 70% of our 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 remuneration is based on the revenues recognized in the period. The remuneration does not represent an incremental cost to the Company that provides a future benefit expected to be longer than one year and would 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, when the period between a customer’s payment of consideration and the transfer of promised services to the customer is expected be one year or less at contract inception.

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.

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 estimates its expected credit losses based on past experience, current conditions and reasonable and supportable forecasts affecting collectability of these assets. We evaluate the risks related to our trade receivables and contract assets by considering customer type, geography, and aging.

 

16


 

5. Income Taxes

The Company's consolidated effective income tax rate may change periodically due to changes in enacted tax rates, fluctuations in the mix of income earned from the Company's various domestic and international operations, which are subject to income taxes at different rates, the Company's ability to utilize net operating loss and tax credit carryforwards, and amounts related to uncertain income tax positions. The provision for income taxes on consolidated income before income taxes totaled a provision of $3,590,000 and $6,311,000 for the three months ended June 30, 2021 and 2020, respectively.

The provision for income taxes on consolidated income before income taxes totaled a provision of $6,061,000 and a benefit of $(2,175,000) for the six months ended June 30, 2021 and 2020. The overall effective tax rate increased to 25.4% for the six months ended June 30, 2021 compared with 23.6% for the 2020 period primarily due to the impact of the goodwill impairment in the prior year.

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 and six months ended June 30, 2021 and 2020 included the following components:

 

 

 

Three Months Ended

 

 

Six Months Ended

 

(in thousands)

 

June 30,
2021

 

 

June 30,
2020

 

 

June 30,
2021

 

 

June 30,
2020

 

Service cost

 

$

316

 

 

$

311

 

 

$

619

 

 

$

631

 

Interest cost

 

 

2,857

 

 

 

4,097

 

 

 

5,675

 

 

 

8,238

 

Expected return on assets

 

 

(6,350

)

 

 

(6,945

)

 

 

(12,620

)

 

 

(13,963

)

Amortization of actuarial loss

 

 

2,529

 

 

 

2,614

 

 

 

5,171

 

 

 

5,234

 

Net periodic (benefit)/cost

 

$

(648

)

 

$

77

 

 

$

(1,155

)

 

$

140

 

For the three months ended June 30, 2021 and 2020, the non-service components of net periodic pension benefit of $(964,000) and $(234,000), respectively, are included in "Other Income (Expense), net" on the unaudited Condensed Consolidated Statement of Operations. For the six months ended June 30, 2021 and 2020, the non-service components of net periodic pension benefit of $(1,774,000) and $(491,000), respectively, are included in "Other Income (Expense), net" on the unaudited Condensed Consolidated Statement of Operations. For the six months ended June 30, 2021, the Company made contribution of $4,500,000 to the U.S. defined benefit pension plan and $358,000 to the U.K. defined benefit pension plans, respectively, as compared with $3,000,000 to the U.S. defined benefit pension plan and $288,000 to the U.K. defined benefit pension plans during the six months ended June 30, 2020.

7. Net Income (Loss) 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. Since the second quarter of 2020, the Board of Directors has declared the same dividend on CRD-A and CRD-B.

 

17


 

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

 

 

 

Three Months Ended

 

 

Six months ended

 

 

 

June 30,
2021

 

 

June 30,
2020

 

 

June 30,
2021

 

 

June 30,
2020

 

(in thousands, except per share amounts)

 

CRD-A

 

 

CRD-B

 

 

CRD-A

 

 

CRD-B

 

 

CRD-A

 

 

CRD-B

 

 

CRD-A

 

 

CRD-B

 

Earnings (loss) per share - basic:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allocation of undistributed earnings (loss)

 

$

4,967

 

 

$

3,617

 

 

$

2,479

 

 

$

1,828

 

 

$

6,625

 

 

$

4,825

 

 

$

(5,960

)

 

$

(4,400

)

Dividends paid

 

 

1,849

 

 

 

1,347

 

 

 

916

 

 

 

675

 

 

 

3,700

 

 

 

2,694

 

 

 

3,055

 

 

 

1,804

 

Net income (loss) attributable to common shareholders, basic

 

$

6,816

 

 

$

4,964

 

 

$

3,395

 

 

$

2,503

 

 

$

10,325

 

 

$

7,519

 

 

$

(2,905

)

 

$

(2,596

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding, basic

 

 

30,826

 

 

 

22,445

 

 

 

30,521

 

 

 

22,510

 

 

 

30,825

 

 

 

22,454

 

 

 

30,541

 

 

 

22,544

 

Earnings (loss) per share - basic

 

$

0.22

 

 

$

0.22

 

 

$

0.11

 

 

$

0.11

 

 

$

0.33

 

 

$

0.33

 

 

$

(0.10

)

 

$

(0.12

)

 

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

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,
2021

 

 

June 30,
2020

 

 

June 30,
2021

 

 

June 30,
2020

 

(in thousands, except per share amounts)

 

CRD-A

 

 

CRD-B

 

 

CRD-A

 

 

CRD-B

 

 

CRD-A

 

 

CRD-B

 

 

CRD-A

 

 

CRD-B

 

Earnings (loss) per share - diluted:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allocation of undistributed earnings (loss)

 

$

5,045

 

 

$

3,539

 

 

$

2,479

 

 

$

1,828

 

 

$

6,720

 

 

$

4,730

 

 

$

(5,960

)

 

$

(4,400

)

Dividends paid

 

 

1,849

 

 

 

1,347

 

 

 

916

 

 

 

675

 

 

 

3,700

 

 

 

2,694

 

 

 

3,055

 

 

 

1,804

 

Net income (loss) attributable to common shareholders, diluted

 

$

6,894

 

 

$

4,886

 

 

$

3,395

 

 

$

2,503

 

 

$

10,420

 

 

$

7,424

 

 

$

(2,905

)

 

$

(2,596

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding, basic

 

 

30,826

 

 

 

22,445

 

 

 

30,521

 

 

 

22,510

 

 

 

30,825

 

 

 

22,454

 

 

 

30,541

 

 

 

22,544

 

Weighted-average effect of dilutive securities

 

 

1,171

 

 

 

 

 

 

169

 

 

 

 

 

 

1,072

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding, diluted

 

 

31,997

 

 

 

22,445

 

 

 

30,690

 

 

 

22,510

 

 

 

31,897

 

 

 

22,454

 

 

 

30,541

 

 

 

22,544

 

Earnings (loss) per share - diluted

 

$

0.22

 

 

$

0.22

 

 

$

0.11

 

 

$

0.11

 

 

$

0.33

 

 

$

0.33

 

 

$

(0.10

)

 

$

(0.12

)

 

 

 

18


 

Listed below are the shares excluded from the denominator in the preceding computation of diluted earnings per share for CRD-A because their inclusion would have been antidilutive:

 

 

 

Three Months Ended

 

 

Six Months Ended

 

(in thousands)

 

June 30,
2021

 

 

June 30,
2020

 

 

June 30,
2021

 

 

June 30,
2020

 

Shares underlying stock options excluded

 

 

353

 

 

 

2,011

 

 

 

724

 

 

 

1,962

 

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

 

 

398

 

 

 

1,289

 

 

 

284

 

 

 

1,125

 

 

(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 and six months ended June 30, 2021 and 2020. 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

 

 

Six Months Ended

 

(in thousands)

 

June 30,
2021

 

 

June 30,
2020

 

 

June 30,
2021

 

 

June 30,
2020

 

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

 

 

(7

)

 

 

4

 

 

 

85

 

 

 

67

 

CRD-A issued under the U.K. ShareSave Scheme

 

 

64

 

 

 

 

 

 

65

 

 

 

1

 

CRD-A issued under the 2016 Omnibus Stock and Incentive Plan

 

 

(18

)

 

 

 

 

 

(18

)

 

 

 

 

Effective May 9, 2019, 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, 2020 (the "2019 Repurchase Authorization"). The Company’s Board of Directors subsequently amended this authorization to allow for repurchases through December 31, 2021. Under the 2019 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. At June 30, 2021, the Company had remaining authorization to repurchase 304,932 shares under the 2019 Repurchase Authorization.

During the three months ended June 30, 2021, the Company repurchased 166,151 shares of CRD-A and 22,115 shares CRD-B at an average cost of $9.65 and $9.32, respectively. During the three months ended June 30, 2020, the Company did not repurchase any shares of CRD-A or CRD-B.

During the six months ended June 30, 2021, the Company repurchased 256,213 shares of CRD-A and 80,952 shares CRD-B at an average cost of $9.09 and $8.28, respectively. During the six months ended June 30, 2020, the Company repurchased 155,351 shares of CRD-A and 161,459 shares of CRD-B at an average cost of $8.42 and $8.42, respectively.

 

19


 

8. Accumulated Other Comprehensive Loss

Comprehensive income (loss) 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 gains from intra-entity loans that are long-term in nature of $208,000 for the three months ended June 30, 2021, and $1,030,000 for the six months ended June 30, 2021. 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 June 30, 2021

 

 

Six Months Ended June 30, 2021

 

(in thousands)

 

Foreign
currency
translation
adjustments

 

 

Retirement
liabilities
(1)

 

 

AOCL
attributable
to shareholders
of Crawford &
Company

 

 

Foreign
currency
translation
adjustments

 

 

Retirement
liabilities
(1)

 

 

AOCL
attributable
to shareholders
of Crawford &
Company

 

Beginning balance

 

$

(20,154

)

 

$

(166,112

)

 

$

(186,266

)

 

$

(30,792

)

 

$

(168,064

)

 

$

(198,856

)

Other comprehensive income before reclassifications

 

 

2,154

 

 

 

 

 

 

2,154

 

 

 

12,792

 

 

 

 

 

 

12,792

 

Amounts reclassified from accumulated other comprehensive income to net income

 

 

 

 

 

1,877

 

 

 

1,877

 

 

 

 

 

 

3,829

 

 

 

3,829

 

Net current period other comprehensive income

 

 

2,154

 

 

 

1,877

 

 

 

4,031

 

 

 

12,792

 

 

 

3,829

 

 

 

16,621

 

Ending balance

 

$

(18,000

)

 

$

(164,235

)

 

$

(182,235

)

 

$

(18,000

)

 

$

(164,235

)

 

$

(182,235

)

 

 

 

Three Months Ended June 30, 2020

 

 

Six Months Ended June 30, 2020

 

(in thousands)

 

Foreign
currency
translation
adjustments

 

 

Retirement
liabilities
(1)

 

 

AOCL
attributable
to shareholders
of Crawford &
Company

 

 

Foreign
currency
translation
adjustments

 

 

Retirement
liabilities
(1)

 

 

AOCL
attributable
to shareholders
of Crawford &
Company

 

Beginning balance

 

$

(38,747

)

 

$

(169,129

)

 

$

(207,876

)

 

$

(35,850

)

 

$

(171,057

)

 

$

(206,907

)

Other comprehensive loss before reclassifications

 

 

(2,844

)

 

 

 

 

 

(2,844

)

 

 

(6,317

)

 

 

 

 

 

(6,317

)

Amounts reclassified from accumulated other comprehensive income to net income

 

 

 

 

 

1,885

 

 

 

1,885

 

 

 

 

 

 

3,813

 

 

 

3,813

 

Net current period other comprehensive (loss) income

 

 

(2,844

)

 

 

1,885

 

 

 

(959

)

 

 

(6,317

)

 

 

3,813

 

 

 

(2,504

)

Acquisition of noncontrolling interest

 

 

 

 

 

 

 

 

 

 

 

576

 

 

 

 

 

 

576

 

Ending balance

 

$

(41,591

)

 

$

(167,244

)

 

$

(208,835

)

 

$

(41,591

)

 

$

(167,244

)

 

$

(208,835

)

 

(1)       Retirement liabilities reclassified to net income are related to the amortization of actuarial losses and are included in "Other Income (Expense), 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.

 

 

20


 

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 June 30, 2021

 

 

 

 

 

 

 

 

 

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)

 

$

10,026

 

 

$

10,026

 

 

$

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Contingent earnout liability (2)

 

 

7,132

 

 

 

 

 

 

 

 

 

7,132

 

 

(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 contingent earnout liability relates to business acquisitions by the Crawford Loss Adjusting and Crawford TPA Solutions operating segments. The fair value of the contingent earnout liability was estimated based on management’s future expectations of the acquirees achieving the eligible revenue and adjusted EBITDA targets as set forth in the purchase agreements, which is Level 3 data. The maximum possible earnout remaining is $14,000,000. The change in the contingent earnout liability is primarily due to an earnout payment made during the three months ended June 30, 2021. 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 each contingent earnout agreement.

Fair Value Disclosures

There were no transfers of assets between fair value levels during the three and six months ended June 30, 2021. 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. These assets and liabilities are measured within Level 2 of the fair value hierarchy.

Nonrecurring Fair Value Disclosures

In June 2020, the Company sold its 51% interest in Crawford Compliance Inc. in exchange for a note receivable which is measured at estimated fair value.

During the first quarter of 2020, the Company identified a goodwill impairment indicator in its former Crawford Claims Solutions reporting unit as a result of lower operating results and the overall decline in market conditions as a result of the COVID-19 pandemic. As a result, the Company recognized a goodwill impairment of $17,674,000.

The Company performed a goodwill impairment assessment immediately before and after the January 1, 2021 change in operating segments, neither of which resulted in any additional impairment charges.

The carrying value of the reporting unit, including goodwill, is compared with the estimated fair value of the reporting unit as determined utilizing a combination of the income and market approaches. The income approach, which is a level 3 fair value measurement, is based on projected debt-free cash flow which is discounted to the present value using discount factors that consider the timing and risk of the cash flows. The market approach is based on the Guideline Public Company Method, which uses market pricing metrics to select multiples to value the Company's reporting units. The resulting estimated fair values of the combined reporting units are reconciled to the Company's market capitalization including an estimated implied control premium. The Company believes that the combination of these approaches is appropriate because it provides a fair value estimate based upon the combination of the reporting unit's expected long-term operating cash flow performance and multiples with which similar publicly traded companies are valued. The Company weights the income and market approaches equally.

 

21


 

10. Segment Information

Financial information for the three and six months ended June 30, 2021 and 2020 related to the Company's reportable segments, including a reconciliation from segment operating earnings to income before income taxes, the most directly comparable GAAP financial measure, is presented below:

 

 

 

Three Months Ended

 

 

Six Months Ended

 

(in thousands)

 

June 30,
2021

 

 

June 30,
2020

 

 

June 30,
2021

 

 

June 30,
2020

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Crawford Loss Adjusting

 

$

115,956

 

 

$

109,062

 

 

$

228,493

 

 

$

216,166

 

Crawford TPA Solutions

 

 

100,374

 

 

 

88,668

 

 

 

198,619

 

 

 

186,665

 

Crawford Platform Solutions

 

 

51,127

 

 

 

36,686

 

 

 

93,526

 

 

 

69,116

 

Total segment revenues before reimbursements

 

 

267,457

 

 

 

234,416

 

 

 

520,638

 

 

 

471,947

 

Reimbursements

 

 

9,088

 

 

 

8,459

 

 

 

18,062

 

 

 

16,974

 

Total revenues

 

$

276,545

 

 

$

242,875

 

 

$

538,700

 

 

$

488,921

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment Operating Earnings

 

 

 

 

 

 

 

 

 

 

 

 

Crawford Loss Adjusting

 

$

6,199

 

 

$

10,043

 

 

$

11,061

 

 

$

10,715

 

Crawford TPA Solutions

 

 

4,715

 

 

 

3,122

 

 

 

9,431

 

 

 

9,420

 

Crawford Platform Solutions

 

 

10,368

 

 

 

7,145

 

 

 

14,969

 

 

 

10,284

 

Total segment operating earnings

 

 

21,282

 

 

 

20,310

 

 

 

35,461

 

 

 

30,419

 

 

 

 

 

 

 

 

 

 

 

 

 

Deduct:

 

 

 

 

 

 

 

 

 

 

 

 

Unallocated corporate and shared costs, net

 

 

(1,662

)

 

 

(2,066

)

 

 

(2,815

)

 

 

(5,162

)

Net corporate interest expense

 

 

(1,213

)

 

 

(2,452

)

 

 

(2,795

)

 

 

(4,676

)

Stock option expense

 

 

(264

)

 

 

(286

)

 

 

(404

)

 

 

(576

)

Amortization of customer-relationship intangible assets

 

 

(2,750

)

 

 

(2,732

)

 

 

(5,549

)

 

 

(5,488

)

Goodwill impairment

 

 

 

 

 

 

 

 

 

 

 

(17,674

)

Restructuring costs

 

 

 

 

 

 

 

 

 

 

 

(5,714

)

Loss on disposition of business

 

 

 

 

 

(341

)

 

 

 

 

 

(341

)

Income (loss) before income taxes

 

$

15,393

 

 

$

12,433

 

 

$

23,898

 

 

$

(9,212

)

 

Operating earnings is the primary financial performance measure used by the Company's senior management and chief operating decision maker ("CODM") to evaluate the financial performance of the Company's operating segments and make resource allocation and certain compensation 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. 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 customer-relationship intangible assets, goodwill impairment, restructuring costs, loss on disposition of business, income taxes, and net income or loss attributable to noncontrolling interests and redeemable 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 three operating segments, prior period amounts presented in the current period financial statements are adjusted to conform to the current allocation process.

Intersegment transactions are not material for any period presented.

As of January 1, 2021, the Company realigned its operating segment manager responsibilities and reorganized its global service line structure to consist of Crawford Loss Adjusting, Crawford TPA Solutions, and Crawford Platform Solutions. The Company's revised reportable segments are comprised of the following:

Crawford Loss Adjusting, which services the global property and casualty market. This is comprised of the previously reported Crawford Claims Solutions segment, excluding both Networks (as defined below) and Crawford Legal Services, and including the Global Technical Services service line previously reported within Crawford Specialty Solutions.
Crawford TPA Solutions, 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 worldwide. This is comprised of the previously reported Crawford TPA Solutions segment and the Crawford Legal Services service line previously reported within the Crawford Claims Solutions segment.

 

22


 

Crawford Platform Solutions, which consists of the Contractor Connection and Networks service lines and serves the global property and casualty insurance company markets. This is comprised of the previously reported Contractor Connection service line within Crawford Specialty Solutions and the Networks service line, which includes Catastrophe operations, WeGoLook, and certain international network businesses previously reported within the Crawford Claims Solutions segment.

The Crawford Loss Adjusting and Crawford TPA Solutions reportable segments represent the aggregation of certain geographic operating segments within those service lines.

Revenues before reimbursements by major service line in the Crawford TPA Solutions segment, which operates under the Broadspire brand globally, and the Crawford Platform Solutions segment are shown in the following table. The Company considers all Crawford Loss Adjusting revenues to be derived from one service line.

 

 

 

Three Months Ended

 

 

Six Months Ended

 

(in thousands)

 

June 30,
2021

 

 

June 30,
2020

 

 

June 30,
2021

 

 

June 30,
2020

 

Crawford TPA Solutions

 

 

 

 

 

 

 

 

 

 

 

 

Claims Management Services

 

$

62,024

 

 

$

54,093

 

 

$

124,143

 

 

$

110,021

 

Medical Management Services

 

 

38,350

 

 

 

34,575

 

 

 

74,476

 

 

 

76,644

 

Total Revenues before Reimbursements--Crawford TPA Solutions

 

$

100,374

 

 

$

88,668

 

 

$

198,619

 

 

$

186,665

 

Crawford Platform Solutions

 

 

 

 

 

 

 

 

 

 

 

 

Contractor Connection

 

$

24,443

 

 

$

20,748

 

 

$

45,425

 

 

$

39,786

 

Network Business

 

 

26,684

 

 

 

15,938

 

 

 

48,101

 

 

 

29,330

 

Total Revenues before Reimbursements--Crawford Platform Solutions

 

$

51,127

 

 

$

36,686

 

 

$

93,526

 

 

$

69,116

 

 

11. Commitments and Contingencies

As part of the Company's credit facility, the Company maintains a letter of credit facility to satisfy certain of its own contractual requirements. At June 30, 2021, the aggregate committed amount of letters of credit outstanding under the credit facility was $11,277,000.

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 foreseeable risks.

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, 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. Restructuring Costs

There were no restructuring costs for the three and six months ended June 30, 2021, compared with $5,714,000 for the six months ended June 30, 2020. The 2020 costs related primarily to severance and other termination costs in an effort to consolidate and streamline various functions of the Company’s workforce. The restructuring cost was comprised of $5,076,000 severance expense and related payroll taxes, and $638,000 asset impairment.

 

23


 

As of June 30, 2021, the following liabilities remained on the Company's unaudited Condensed Consolidated Balance Sheets related to restructuring costs. The rollforward of these liabilities to June 30, 2021were as follows:

 

 

 

Three months ended June 30, 2021

 

(in thousands)

 

Accrued
compensation
and related
costs

 

 

Other accrued
liabilities

 

 

Total

 

Beginning balance, March 31, 2021

 

$

1,851

 

 

$

508

 

 

$

2,359

 

Additions

 

 

 

 

 

 

 

 

 

Adjustments to accruals

 

 

(88

)

 

 

17

 

 

 

(71

)

Cash payments

 

 

(733

)

 

 

(185

)

 

 

(918

)

Ending balance, June 30, 2021

 

$

1,030

 

 

$

340

 

 

$

1,370

 

 

 

 

Six months ended June 30, 2021

 

(in thousands)

 

Accrued
compensation
and related
costs

 

 

Other accrued
liabilities

 

 

Total

 

Beginning balance, December 31, 2020

 

$

3,369

 

 

$

590

 

 

$

3,959

 

Additions

 

 

 

 

 

 

 

 

 

Adjustments to accruals

 

 

(318

)

 

 

33

 

 

 

(285

)

Cash payments

 

 

(2,021

)

 

 

(283

)

 

 

(2,304

)

Ending balance, June 30, 2021

 

$

1,030

 

 

$

340

 

 

$

1,370

 

 

 

 

13. Business Acquisitions and Dispositions

On November 1, 2020, the Company acquired 100% of HBA Group in Australia, including 100% of the equity interest in each of HBA Group’s entities HBA Legal, Pillion and Paratus. HBA Legal is a legal services provider that will complement the Company’s Crawford TPA Solutions segment in Australia. The purchase price included an initial cash payment of $4,026,000, net of working capital adjustment, and a maximum $3,200,000 payable in cash over the next four years based on achieving certain revenue and EBITDA performance goals as set forth in the purchase agreement. The acquisition was funded primarily through additional borrowings under the Company’s credit facility.

The financial results of certain of the Company’s international subsidiaries, including HBA Group, are included in the Company’s consolidated financial statements on a two-month delayed basis. Accordingly, the acquisition of HBA was reported as of January 1, 2021.

This acquisition was accounted for under the guidance of ASC 805-10, as a business combination under the acquisition method. As a result of the acquisition, the Company recognized net liabilities of ($880,000), definite-lived customer relationships of $1,574,000, and goodwill of $5,645,000. The customer relationships are amortized over an estimated life of 9 years. Goodwill is attributable to the assembled workforce acquired, and expected revenue and cost synergies as a result of the combination of the companies. The Company does not expect that goodwill attributable to the acquisition will be deductible for tax purposes. 

The preliminary acquisition accounting is based on the fair value of assets acquired and liabilities assumed as of the acquisition date, based on the preliminary valuation. Significant assumptions and estimates included, but were not limited to future expected cash flows, including projected revenues and expenses, projected customer attrition rates, and the applicable discount rates. These assumptions and estimates were level 3 inputs and based on assumptions that the Company believes to be reasonable. However, actual results may differ from these estimates.

 

24


 

The Company is in the process of reviewing the fair value of the assets acquired and liabilities assumed, including, but not limited to accounts receivable, unbilled revenue, accrued expenses, deferred revenue, tax liabilities and goodwill. As additional information becomes available, the Company may further revise its preliminary acquisition accounting during the remainder of the measurement period, which will not exceed 12 months from the date of acquisition. The Company may update certain assumptions and inputs to incorporate additional information obtained subsequent to the closing of the transaction related to facts and circumstances that existed as of the acquisition date. There was no revision to the preliminary acquisition accounting during the three months ended June 30, 2021. The preliminary valuation of the assets acquired and liabilities assumed for HBA Group as of June 30, 2021 is as follows:

 

(in thousands)

 

Opening Balance Sheet,
Adjusted as of
June 30, 2021

 

 

 

 

 

Assets

 

 

 

Cash and cash equivalents

 

$

240

 

Accounts receivable, net

 

 

1,081

 

Unbilled revenue, at estimated billable amounts

 

 

598

 

Other current assets

 

 

87

 

Operating lease right-of-use assets, net

 

 

1,502

 

Property and equipment, net

 

 

118

 

Customer relationships

 

 

1,574

 

Goodwill

 

 

5,645

 

Total Assets

 

 

10,845

 

 

 

 

 

Liabilities

 

 

 

Accounts payable

 

 

501

 

Accrued expenses

 

 

1,116

 

Deferred revenue

 

 

659

 

Tax liabilities

 

 

472

 

Operating lease liability

 

 

1,502

 

Other liabilities

 

 

256

 

Total Liabilities

 

 

4,506

 

Net Assets Acquired

 

$

6,339

 

 

During the three months ended June 30, 2020, the Company recognized a pretax loss on disposal totaling $341,000 related to the disposal of a business in its Crawford Platform Solutions reporting unit.

 

25


 

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Crawford & Company

Results of Review of Interim Financial Statements

We have reviewed the accompanying condensed consolidated balance sheet of Crawford & Company (the Company) as of June 30, 2021, the related condensed consolidated statements of operations and comprehensive income (loss) for the three and six-month periods ended June 30, 2021 and 2020, the condensed consolidated statements of shareholders’ investment for the three-month periods ended March 31 and June 30, 2021 and 2020, the condensed consolidated statements of cash flows for the six-month periods ended June 30, 2021 and 2020, and the related notes (collectively referred to as the “condensed consolidated interim financial statements”). Based on our reviews, we are not aware of any material modifications that should be made to the condensed consolidated interim financial statements for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2020, the related consolidated statements of operations, comprehensive income, cash flows, and shareholders’ investment for the year then ended, and the related notes (not presented herein); and in our report dated March 4, 2021, we expressed an unqualified audit opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2020, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

These financial statements are the responsibility of the Company's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the SEC and the PCAOB. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial statements consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

/s/ Ernst & Young LLP

Atlanta, Georgia

August 3, 2021

 

26


 

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, including the impact of COVID-19, 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,
the impact of global pandemics, such as COVID-19, on claim volumes,
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,
the loss of any material customer,
our ability to successfully integrate the operations of acquired businesses,
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,
risks associated with our having a controlling shareholder, and
impairments of goodwill or our other indefinite-lived intangible assets.

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.

 

27


 

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 and six months ended June 30, 2021 and 2020, and as of June 30, 2021, and December 31, 2020, 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, 2020. 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.

Business Overview

Based in Atlanta, Georgia, Crawford & Company (www.crawco.com) is the world's largest publicly listed independent provider of claims management and outsourcing solutions to carriers, brokers and corporations with an expansive global network serving clients in more than 70 countries. Shares of the Company's two classes of common stock are traded on the New York Stock Exchange under the symbols CRD-A and CRD-B, respectively. The Company's two classes of stock are substantially identical, except with respect to voting rights and the Company's ability to pay greater cash dividends on the non-voting Class A Common Stock than on the voting Class B Common Stock, subject to certain limitations. In addition, with respect to mergers or similar transactions, holders of Class A Common Stock must receive the same type and amount of consideration as holders of Class B Common Stock, unless different consideration is approved by the holders of 75% of the Class A Common Stock, voting as a class.

Subsequent to December 31, 2020, the Company has reorganized its global service line structure to consist of Crawford Loss Adjusting, Crawford TPA Solutions, and Crawford Platform Solutions. The Company's revised reportable segments are comprised of the following:

Crawford Loss Adjusting, which services the global property and casualty market. This is comprised of the previously reported Crawford Claims Solutions segment, excluding both Networks (as defined below) and Crawford Legal Services, and including the Global Technical Services service line previously reported within Crawford Specialty Solutions.
Crawford TPA Solutions, 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 worldwide. This is comprised of the previously reported Crawford TPA Solutions segment and the Crawford Legal Services service line previously reported within the Crawford Claims Solutions segment.
Crawford Platform Solutions, which consists of the Contractor Connection and Networks service lines and serves the global property and casualty insurance company markets. This is comprised of the previously reported Contractor Connection service line within Crawford Specialty Solutions and the Networks service line, which includes Catastrophe operations, WeGoLook, and certain international network businesses previously reported within the Crawford Claims Solutions segment.

As discussed in more detail in subsequent sections of this MD&A, our three reportable segments represent components of our Company for which separate financial information is available, and which is evaluated regularly by our chief operating decision maker ("CODM") in deciding how to allocate resources and in assessing operating performance.

Insurance companies rely on us for certain services such as field investigation and the evaluation of property and casualty insurance claims. Self-insured entities typically rely on us for a broader range of services. In addition to field investigation and claims evaluation, we may also provide initial loss reporting services for their claimants, loss mitigation services such as medical bill review, medical case management and vocational rehabilitation, risk management information services, and loss fund administration to pay their claims. Our Contractor Connection service line provides a managed contractor network to insurance carriers and consumer markets.

The global claims management services market is highly competitive and comprised of a large number of companies that vary in size and that offer a varied scope of services. The demand from insurance companies and self-insured entities for services provided by independent claims service firms like us is largely dependent on industry-wide claims volumes, which are affected by, among other things, the insurance underwriting cycle, weather related events, general economic activity, overall employment levels and workplace injury rates. Demand is also impacted by decisions insurance companies and self-insured entities make with respect to the level of claims outsourced to independent claim service firms as opposed to those handled by their own in-house claims adjusters. In addition, our ability to retain clients and maintain or increase case referrals is also dependent in part on our ability to continue to provide high-quality, competitively priced services and effective sales efforts.

 

28


 

We typically earn our revenues on an individual fee-per-claim basis for claims management services that we provide to insurance companies and self-insured entities. Accordingly, the volume of claim referrals to us is a key driver of our revenues. We cannot predict the future trend of case volumes for a number of reasons, including the frequency and severity of weather related cases and the occurrence of natural and man-made disasters, which are a significant source of cases for us and are not subject to accurate forecasting, as well as the economic impact that COVID-19 may have on global case volumes and the duration of any such impact.

Results of Operations

Executive Summary

Consolidated revenues before reimbursements increased $33.0 million, or 14.1%, for the three months ended June 30, 2021 and $48.7 million, or 10.3% for the six months ended June 30, 2021 compared with the same periods of 2020. This increase was primarily due to an increase in weather related activity, an increase in new client growth in our Crawford Platform Solutions operating segment, and an increase in our Crawford TPA Solutions segment. Changes in foreign exchange rates increased our consolidated revenues before reimbursements by $12.2 million, or 5.2%, for the three months ended June 30, 2021 and $17.5 million, or 3.7%, for the six months ended June 30, 2021 as compared with the prior year periods. To illustrate this impact, segment revenues are presented below, using a constant exchange rate, for the three and six months ended June 30, 2021.

 

 

 

Three Months Ended

 

 

Three Months Ended

 

 

 

 

 

 

Based on exchange rates for the three months ended June 30, 2020

 

(in thousands, except percentages)

 

June 30,
2021

 

 

June 30,
2020

 

 

Variance

 

 

June 30,
2021

 

 

% Variance

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Crawford Loss Adjusting

 

$

115,956

 

 

$

109,062

 

 

 

6.3

%

 

$

107,260

 

 

 

(1.7

)%

Crawford TPA Solutions

 

 

100,374

 

 

 

88,668

 

 

 

13.2

%

 

 

97,551

 

 

 

10.0

%

Crawford Platform Solutions

 

 

51,127

 

 

 

36,686

 

 

 

39.4

%

 

 

50,402

 

 

 

37.4

%

Total revenues before reimbursements

 

 

267,457

 

 

 

234,416

 

 

 

14.1

%

 

 

255,213

 

 

 

8.9

%

Reimbursements

 

 

9,088

 

 

 

8,459

 

 

 

7.4

%

 

 

8,584

 

 

 

1.5

%

Total Revenues

 

$

276,545

 

 

$

242,875

 

 

 

13.9

%

 

$

263,797

 

 

 

8.6

%

 

 

Six Months Ended

 

 

Six Months Ended

 

 

 

 

 

Based on exchange rates for the six months ended June 30, 2020

 

(in thousands, except percentages)

June 30,
2021

 

 

June 30,
2020

 

 

Variance

 

 

June 30,
2021

 

 

% Variance

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Crawford Loss Adjusting

$

228,493

 

 

$

216,166

 

 

 

5.7

%

 

$

216,134

 

 

 

(0.0

)%

Crawford TPA Solutions

 

198,619

 

 

 

186,665

 

 

 

6.4

%

 

 

194,503

 

 

 

4.2

%

Crawford Platform Solutions

 

93,526

 

 

 

69,116

 

 

 

35.3

%

 

 

92,491

 

 

 

33.8

%

Total revenues before reimbursements

 

520,638

 

 

 

471,947

 

 

 

10.3

%

 

 

503,128

 

 

 

6.6

%

Reimbursements

 

18,062

 

 

 

16,974

 

 

 

6.4

%

 

 

17,349

 

 

 

2.2

%

Total Revenues

$

538,700

 

 

$

488,921

 

 

 

10.2

%

 

$

520,477

 

 

 

6.5

%

 

Excluding foreign currency impacts, consolidated revenues before reimbursements increased $20.8 million, or 8.9%, for the three months ended June 30, 2021, and increased $31.2 million, or 6.6%, for the six months ended June 30, 2021. Revenues from the Crawford Loss Adjusting segment decreased in the three months ended June 30, 2021 due to the sale of Lloyd Warwick International (“LWI”) in June 2020, partially offset by an increase in weather related cases in the U.S. and the positive impact of the recent Chile acquisition. Revenues from the Crawford TPA Solutions segment increased for the quarter due to growth in the U.S. and revenues from recent acquisitions, partially offset by a continued reduction as a result of the economic impact of COVID-19 in Canada and Europe. Revenues from the Crawford Platform Solutions segment increased primarily due to an increase in weather related cases in the U.S. and new client growth. There was a net $2.6 million positive increase in total company revenues in the 2021 second quarter and a $4.6 million positive increase in the year-to-date period as a result of acquisitions and dispositions in 2020 and 2021. See Note 13, “Business Acquisitions and Dispositions” of our accompanying consolidated financial statements for more details on this activity.

 

29


 

We have experienced some recovery from the negative economic impact of COVID-19 in recent months, particularly in the U.S., compared to the significant reductions experienced in the prior year, where revenues for the three months ended June 30, 2020 were down in the range of $22.0 to $26.0 million, and for the six months ended June 30, 2020 were down in the range of $25.0 to $29.0 million. Due to continued negative impacts in multiple regions, it is uncertain whether such recovery can be sustained and continue. We expect that the economic impact from COVID-19 could have a material impact to our results of operations, financial condition, and cash flows in one or more future quarters. In addition, it is possible that changes in economic conditions and steps taken by international, federal, state and/or local governments in response to COVID-19 could have negative impacts, including labor shortages which could increase compensation costs and other expenses, unless mitigated by government assistance programs to corporations.

Overall, there was an increase in cases received of 12.9% for the three months ended June 30, 2021 compared with the 2020 period, and an increase of 6.6% for the six months ended June 30, 2021, primarily due to the increase in weather related and TPA activity in the U.S. As a result of the impact from the COVID-19 pandemic, cases received in future quarters could be materially negatively impacted, unless offset by the impact of cases received from new clients or weather related activity.

Cases received are presented below by segment for the three and six months ended June 30, 2021 and 2020:

 

 

 

Three Months Ended

 

 

Six Months Ended

 

(whole numbers, except percentages)

 

June 30,
2021

 

 

June 30,
2020

 

 

Variance

 

 

June 30,
2021

 

 

June 30,
2020

 

 

Variance

 

 Crawford Loss Adjusting

 

 

87,107

 

 

 

84,701

 

 

 

2.8

%

 

 

172,659

 

 

 

167,802

 

 

 

2.9

%

 Crawford TPA Solutions

 

 

197,125

 

 

 

187,045

 

 

 

5.4

%

 

 

385,399

 

 

 

394,531

 

 

 

(2.3

)%

 Crawford Platform Solutions

 

 

131,977

 

 

 

96,746

 

 

 

36.4

%

 

 

247,941

 

 

 

193,834

 

 

 

27.9

%

Total Crawford Cases Received

 

 

416,209

 

 

 

368,492

 

 

 

12.9

%

 

 

805,999

 

 

 

756,167

 

 

 

6.6

%

 

To illustrate exposure to the impact of changes in foreign currencies, revenues before reimbursements are presented below by denominated currency for the three and six months ended June 30, 2021:

 

 

 

 

 

Three Months Ended

 

 

 

 

 

June 30, 2021

 

 

June 30, 2020

 

(in thousands)

 

 

 

USD equivalent

 

 

% of total

 

 

USD equivalent

 

 

% of total

 

U.S.

 

USD

 

$

155,714

 

 

 

58.2

%

 

$

131,889

 

 

 

56.3

%

U.K.

 

GBP

 

 

34,280

 

 

 

12.8

%

 

 

32,559

 

 

 

13.9

%

Canada

 

CAD

 

 

20,337

 

 

 

7.6

%

 

 

20,853

 

 

 

8.9

%

Australia

 

AUD

 

 

27,497

 

 

 

10.3

%

 

 

18,778

 

 

 

8.0

%

Europe

 

EUR

 

 

14,145

 

 

 

5.3

%

 

 

14,019

 

 

 

6.0

%

Rest of World

 

 

 

 

15,484

 

 

 

5.8

%

 

 

16,318

 

 

 

6.9

%

Total Revenues, before reimbursements

 

 

 

$

267,457

 

 

 

 

 

$

234,416

 

 

 

 

 

 

 

 

 

Six Months Ended

 

 

 

 

 

June 30, 2021

 

 

June 30, 2020

 

(in thousands)

 

 

 

USD equivalent

 

 

% of total

 

 

USD equivalent

 

 

% of total

 

U.S.

 

USD

 

$

301,116

 

 

 

57.8

%

 

$

266,335

 

 

 

56.4

%

U.K.

 

GBP

 

 

66,503

 

 

 

12.8

%

 

 

64,942

 

 

 

13.8

%

Canada

 

CAD

 

 

41,571

 

 

 

8.0

%

 

 

46,073

 

 

 

9.8

%

Australia

 

AUD

 

 

51,707

 

 

 

9.9

%

 

 

34,325

 

 

 

7.3

%

Europe

 

EUR

 

 

27,409

 

 

 

5.3

%

 

 

27,408

 

 

 

5.8

%

Rest of World

 

 

 

 

32,332

 

 

 

6.2

%

 

 

32,864

 

 

 

6.9

%

Total Revenues, before reimbursements

 

 

 

$

520,638

 

 

 

 

 

$

471,947

 

 

 

 

 

Costs of services provided, before reimbursements, increased $29.6 million, or 18.1%, for the three months ended June 30, 2021, and increased $37.2 million, or 10.9%, for the six months ended June 30, 2021, as compared with the same periods of 2020. This increase was primarily due to an increase in compensation expense, including incentive compensation and other costs in each of our operating segments resulting from the higher revenues, the change in foreign exchange rates, and the impact of recent acquisitions.

Selling, general, and administrative ("SG&A") expenses increased $3.2 million, or 5.7%, in the three months ended June 30, 2021, and increased $6.1 million, or 5.5%, for the six months ended June 30, 2021, as compared with the 2020 periods. This increase was due to an increase in compensation expense, including incentive compensation, an increase in centralized data processing costs, the change in foreign exchange rates, and the impact of recent acquisitions.

 

30


 

We received a benefit from the Canada Emergency Wage Subsidy ("CEWS") totaling $2.2 million and $4.1 million in the three months and six months ended June 30, 2021, respectively. We received a benefit of $4.3 million in the three months and six months ended June 30, 2020, due to the negative economic impact of COVID-19 in that country. This subsidy is recorded as a credit within Direct Compensation, Fringe Benefits and Non-Employee Labor and is included in "Costs of services provided, before reimbursements” or “Selling, general, and administrative expenses” on the Company's unaudited Condensed Consolidated Statements of Operations, depending on classification of the employees. We do not expect to benefit from this subsidy in future periods.

We recognized a pretax non-cash goodwill impairment in the 2020 first quarter totaling $17.7 million related to our former Crawford Claims Solutions reporting unit, which is now within the Crawford Loss Adjusting reportable segment. This expense was partially offset by a $1.7 million credit in noncontrolling interest expense. There was no goodwill impairment in 2021.

We recognized pretax restructuring costs totaling $5.7 million in the 2020 first quarter, related primarily to severance and other termination costs in an effort to consolidate and streamline various functions of our workforce. The restructuring costs was comprised of $5.1 million severance expense and related payroll taxes, and $0.6 million asset impairment. There were no restructuring costs in 2021.

We recognized a pretax loss on disposal totaling $0.3 million in the 2020 second quarter related to the disposal of a business in our Crawford Platform Solutions reporting segment. There was no loss on disposal in 2021.

Operating Earnings of our Operating Segments

We believe that a discussion and analysis of the segment operating earnings of our three 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 represent segment earnings, including the direct and indirect costs of certain administrative functions required to operate our business, but excludes unallocated corporate and shared costs and credits, net corporate interest expense, stock option expense, amortization of customer-relationship intangible assets, goodwill impairment, restructuring costs, loss on disposition of business, income taxes, and net income or loss attributable to noncontrolling interests and redeemable 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 is allocated to the segments as indirect costs based on usage.

Gross profit is defined as segment revenues, less segment direct costs, which exclude centralized indirect administrative support costs allocated to the business.

Income taxes, net corporate interest expense, stock option expense, and amortization of customer-relationship intangible assets are recurring components of our net income, but they are not considered part of our segment operating earnings because they are managed on a corporate-wide basis. Income taxes are calculated for the Company on a consolidated basis based on statutory rates in effect in the various jurisdictions in which we provide services, and vary significantly by jurisdiction. Net corporate interest expense results from capital structure decisions made by senior management and the Board of Directors, affecting the Company as a whole. Stock option expense represents the non-cash costs generally related to stock options and employee stock purchase plan expenses which are not allocated to our operating segments. Amortization expense is a non-cash expense for finite-lived customer-relationship and trade name intangible assets acquired in business combinations. 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, defined benefit pension costs or credits for our frozen U.S. pension plan, certain unallocated professional fees, CEWS benefits, and certain self-insurance costs and recoveries that are not allocated to our individual operating segments.

Restructuring costs arise from time to time from events (such as internal restructurings, losses on subleases, establishment of new operations, and asset impairments) that are not allocated to any particular segment since they historically have not regularly impacted our performance and are not expected to impact our future performance on a regular basis.

Additional discussion and analysis of our income taxes, net corporate interest expense, stock option expense, amortization of customer-relationship intangible assets, unallocated corporate and shared costs and credits, goodwill impairment, restructuring costs, and loss on disposition of business follows the discussion and analysis of the results of operations of our three operating segments.

 

31


 

Segment Revenues

In the normal course of business, our operating segments incur certain out-of-pocket expenses that are thereafter reimbursed by our clients. Under GAAP, these out-of-pocket expenses and associated reimbursements are reported on a gross basis when reporting revenues and expenses, respectively, in our unaudited Condensed Consolidated Statements of Operations. 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 total revenues determined in accordance with GAAP is presented on the face of the accompanying unaudited Condensed Consolidated Statements of Operations.

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 customer-relationship intangible assets.

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.

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.

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.

 

32


 

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

 

 

 

Three Months Ended

 

 

Six Months Ended

 

(in thousands, except percentages)

 

June 30,
2021

 

 

June 30,
2020

 

 

June 30,
2021

 

 

June 30,
2020

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Crawford Loss Adjusting

 

$

115,956

 

 

$

109,062

 

 

$

228,493

 

 

$

216,166

 

Crawford TPA Solutions

 

 

100,374

 

 

 

88,668

 

 

 

198,619

 

 

 

186,665

 

Crawford Platform Solutions

 

 

51,127

 

 

 

36,686

 

 

 

93,526

 

 

 

69,116

 

Total Revenues before reimbursements

 

 

267,457

 

 

 

234,416

 

 

 

520,638

 

 

 

471,947

 

Reimbursements

 

 

9,088

 

 

 

8,459

 

 

 

18,062

 

 

 

16,974

 

Total Revenues

 

$

276,545

 

 

$

242,875

 

 

$

538,700

 

 

$

488,921

 

Direct Compensation, Fringe Benefits & Non-Employee Labor:

 

 

 

 

 

 

 

 

 

 

 

 

Crawford Loss Adjusting

 

$

75,557

 

 

$

65,571

 

 

$

149,142

 

 

$

136,144

 

% of related revenues before reimbursements

 

 

65.2

%

 

 

60.1

%

 

 

65.3

%

 

 

63.0

%

Crawford TPA Solutions

 

 

63,880

 

 

 

56,937

 

 

 

126,835

 

 

 

118,337

 

% of related revenues before reimbursements

 

 

63.6

%

 

 

64.2

%

 

 

63.9

%

 

 

63.4

%

Crawford Platform Solutions

 

 

30,489

 

 

 

21,170

 

 

 

57,858

 

 

 

41,579

 

% of related revenues before reimbursements

 

 

59.6

%

 

 

57.7

%

 

 

61.9

%

 

 

60.2

%

Total

 

$

169,926

 

 

$

143,678

 

 

$

333,835

 

 

$

296,060

 

% of Revenues before reimbursements

 

 

63.5

%

 

 

61.3

%

 

 

64.1

%

 

 

62.7

%

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

 

 

 

 

 

 

 

 

 

 

 

 

Crawford Loss Adjusting

 

$

34,200

 

 

$

33,448

 

 

$

68,290

 

 

$

69,307

 

% of related revenues before reimbursements

 

 

29.5

%

 

 

30.7

%

 

 

29.9

%

 

 

32.1

%

Crawford TPA Solutions

 

 

31,779

 

 

 

28,609

 

 

 

62,353

 

 

 

58,908

 

% of related revenues before reimbursements

 

 

31.7

%

 

 

32.3

%

 

 

31.4

%

 

 

31.6

%

Crawford Platform Solutions

 

 

10,270

 

 

 

8,371

 

 

 

20,699

 

 

 

17,253

 

% of related revenues before reimbursements

 

 

20.1

%

 

 

22.8

%

 

 

22.1

%

 

 

25.0

%

Total before reimbursements

 

 

76,249

 

 

 

70,428

 

 

 

151,342

 

 

 

145,468

 

% of Revenues before reimbursements

 

 

28.5

%

 

 

30.0

%

 

 

29.1

%

 

 

30.8

%

Reimbursements

 

 

9,088

 

 

 

8,459

 

 

 

18,062

 

 

 

16,974

 

Total

 

$

85,337

 

 

$

78,887

 

 

$

169,404

 

 

$

162,442

 

% of Revenues

 

 

30.9

%

 

 

32.5

%

 

 

31.4

%

 

 

33.2

%

Segment Operating Earnings:

 

 

 

 

 

 

 

 

 

 

 

 

Crawford Loss Adjusting

 

$

6,199

 

 

$

10,043

 

 

$

11,061

 

 

$

10,715

 

% of related revenues before reimbursements

 

 

5.3

%

 

 

9.2

%

 

 

4.8

%

 

 

5.0

%

Crawford TPA Solutions

 

 

4,715

 

 

 

3,122

 

 

 

9,431

 

 

 

9,420

 

% of related revenues before reimbursements

 

 

4.7

%

 

 

3.5

%

 

 

4.7

%

 

 

5.0

%

Crawford Platform Solutions

 

 

10,368

 

 

 

7,145

 

 

 

14,969

 

 

 

10,284

 

% of related revenues before reimbursements

 

 

20.3

%

 

 

19.5

%

 

 

16.0

%

 

 

14.9

%

Deduct:

 

 

 

 

 

 

 

 

 

 

 

 

Unallocated corporate and shared costs, net

 

 

(1,662

)

 

 

(2,066

)

 

 

(2,815

)

 

 

(5,162

)

Net corporate interest expense

 

 

(1,213

)

 

 

(2,452

)

 

 

(2,795

)

 

 

(4,676

)

Stock option expense

 

 

(264

)

 

 

(286

)

 

 

(404

)

 

 

(576

)

Amortization of customer-relationship intangible assets

 

 

(2,750

)

 

 

(2,732

)

 

 

(5,549

)

 

 

(5,488

)

Goodwill impairment

 

 

 

 

 

 

 

 

 

 

 

(17,674

)

Restructuring costs

 

 

 

 

 

 

 

 

 

 

 

(5,714

)

Loss on disposition of business

 

 

 

 

 

(341

)

 

 

 

 

 

(341

)

Income (loss) before income taxes

 

 

15,393

 

 

 

12,433

 

 

 

23,898

 

 

 

(9,212

)

(Provision) benefit for income taxes

 

 

(3,590

)

 

 

(6,311

)

 

 

(6,061

)

 

 

2,175

 

Net income (loss)

 

 

11,803

 

 

 

6,122

 

 

 

17,837

 

 

 

(7,037

)

Net (income) loss attributable to noncontrolling interests and redeemable noncontrolling interests

 

 

(23

)

 

 

(224

)

 

 

7

 

 

 

1,536

 

Net income (loss) attributable to shareholders of Crawford & Company

 

$

11,780

 

 

$

5,898

 

 

$

17,844

 

 

$

(5,501

)

 

 

33


 

CRAWFORD LOSS ADJUSTING SEGMENT

Operating earnings in our Crawford Loss Adjusting segment totaled $6.2 million, or 5.3% of revenues before reimbursements, for the three months ended June 30, 2021, compared with 2020 operating earnings of $10.0 million, or 9.2% of revenues before reimbursements. For the six months ended June 30, 2021, our Crawford Loss Adjusting segment reported operating earnings of $11.1 million, or 4.8% of revenues before reimbursements, compared with 2020 operating earnings of $10.7 million, or 5.0% of revenues before reimbursements. The decrease in operating earnings in the 2021 second quarter was primarily due to an increase in compensation expense. The increase in the year-to-date period is due to an increase in weather related cases and a reduction in administrative support expenses. There was a $0.7 million and $1.3 million expense benefit in the three months and six months ended June 30, 2021, respectively, as a result of the Canada Emergency Wage Subsidy (“CEWS”), and a benefit of $1.6 million in the three and six months ended June 30, 2020.

Excluding centralized indirect support costs, gross profit decreased from $30.5 million, or 28.0% of revenues before reimbursements in 2020, to $27.2 million, or 23.5% of revenues before reimbursements, in the three months ended June 30, 2021, due primarily to an increase in compensation expense. For the six months ended June 30, 2021, gross profit decreased slightly from $53.0 million, or 24.5% of revenues before reimbursements in 2020, to $52.7 million, or 23.1% of revenues before reimbursements, due primarily to an increase in incentive compensation expense.

Operating results for our Crawford Loss Adjusting segment, including gross profit, for the three and six months ended June 30, 2021 and 2020 were as follows:

 

 

 

In thousands (except percentages)

 

 

 

Based on actual exchange rates

 

Three Months Ended June 30,

 

2021

 

 

2020

 

 

Variance

 

Revenues

 

$

115,956

 

 

$

109,062

 

 

 

6.3

%

Direct expenses

 

 

88,712

 

 

 

78,537

 

 

 

13.0

%

Gross profit

 

 

27,244

 

 

 

30,525

 

 

 

(10.7

)%

Indirect expenses

 

 

21,045

 

 

 

20,482

 

 

 

2.7

%

Total Crawford Loss Adjusting Operating Earnings

 

$

6,199

 

 

$

10,043

 

 

 

(38.3

)%

 

 

 

 

 

 

 

 

 

 

Gross profit margin

 

 

23.5

%

 

 

28.0

%

 

 

(4.5

)%

Operating margin

 

 

5.3

%

 

 

9.2

%

 

 

(3.9

)%

 

 

 

In thousands (except percentages)

 

 

 

Based on actual exchange rates

 

Six Months Ended June 30,

 

2021

 

 

2020

 

 

Variance

 

Revenues

 

$

228,493

 

 

$

216,166

 

 

 

5.7

%

Direct expenses

 

 

175,810

 

 

 

163,124

 

 

 

7.8

%

Gross profit

 

 

52,683

 

 

 

53,042

 

 

 

(0.7

)%

Indirect expenses

 

 

41,622

 

 

 

42,327

 

 

 

(1.7

)%

Total Crawford Loss Adjusting Operating Earnings

 

$

11,061

 

 

$

10,715

 

 

 

3.2

%

 

 

 

 

 

 

 

 

 

 

Gross profit margin

 

 

23.1

%

 

 

24.5

%

 

 

(1.4

)%

Operating margin

 

 

4.8

%

 

 

5.0

%

 

 

(0.2

)%

 

 

34


 

 

Revenues before Reimbursements

Crawford Loss Adjusting segment revenues are primarily derived from the global property and casualty insurance company markets in the U.S., U.K., Canada, Australia, Europe and Rest of World. Revenues before reimbursements by major region, based on actual exchange rates and using a constant exchange rate, for the three and six months ended June 30, 2021 and 2020 were as follows:

 

 

 

Three Months Ended

 

 

 

Based on actual exchange rates

 

 

Based on exchange rates for the three months ended June 30, 2020

 

(in thousands, except percentages)

 

June 30,
2021

 

 

June 30,
2020

 

 

Variance

 

 

June 30,
2021

 

 

Variance

 

U.S.

 

$

35,737

 

 

$

31,057

 

 

 

15.1

%

 

$

35,737

 

 

 

15.1

%

U.K.

 

 

26,347

 

 

 

26,843

 

 

 

(1.8

)%

 

 

23,927

 

 

 

(10.9

)%

Australia

 

 

19,126

 

 

 

17,942

 

 

 

6.6

%

 

 

15,753

 

 

 

(12.2

)%

Europe

 

 

14,058

 

 

 

12,426

 

 

 

13.1

%

 

 

12,910

 

 

 

3.9

%

Canada

 

 

12,887

 

 

 

13,226

 

 

 

(2.6

)%

 

 

11,455

 

 

 

(13.4

)%

Rest of World

 

 

7,801

 

 

 

7,568

 

 

 

3.1

%

 

 

7,478

 

 

 

(1.2

)%

Total Crawford Loss Adjusting Revenues before Reimbursements

 

$

115,956

 

 

$

109,062

 

 

 

6.3

%

 

$

107,260

 

 

 

(1.7

)%

 

 

 

Six Months Ended

 

 

 

Based on actual exchange rates

 

 

Based on exchange rates for the six months ended June 30, 2020

 

(in thousands, except percentages)

 

June 30,
2021

 

 

June 30,
2020

 

 

Variance

 

 

June 30,
2021

 

 

Variance

 

U.S.

 

$

70,722

 

 

$

61,535

 

 

 

14.9

%

 

$

70,722

 

 

 

14.9

%

U.K.

 

 

51,245

 

 

 

53,035

 

 

 

(3.4

)%

 

 

48,105

 

 

 

(9.3

)%

Australia

 

 

36,220

 

 

 

32,735

 

 

 

10.6

%

 

 

31,353

 

 

 

(4.2

)%

Europe

 

 

26,649

 

 

 

24,506

 

 

 

8.7

%

 

 

24,703

 

 

 

0.8

%

Canada

 

 

26,493

 

 

 

28,871

 

 

 

(8.2

)%

 

 

24,305

 

 

 

(15.8

)%

Rest of World

 

 

17,164

 

 

 

15,484

 

 

 

10.8

%

 

 

16,946

 

 

 

9.4

%

Total Crawford Loss Adjusting Revenues before Reimbursements

 

$

228,493

 

 

$

216,166

 

 

 

5.7

%

 

$

216,134

 

 

 

(0.0

)%

 

Revenues before reimbursements from our Crawford Loss Adjusting segment totaled $116.0 million in the three months ended June 30, 2021, compared with $109.1 million in the 2020 period. This increase was due to the change in exchange rates, which resulted in an increase of our Crawford Loss Adjusting segment revenues by approximately 8.0%, or $8.7 million, for the three months ended June 30, 2021 as compared with the 2020 period. Absent foreign exchange rate fluctuations, Crawford Loss Adjusting segment revenues would have been $107.3 million for the three months ended June 30, 2021, decreasing in the U.K., Canada and Australia, partially offset by an increase in the U.S. and Europe. There was a $3.2 million net decrease, or 2.9% reduction in Crawford Loss Adjusting revenues in the quarter as a result of recent acquisitions and dispositions, consisting primarily of the sale of LWI in June 2020, partially offset by revenues from the acquisition of Crawford Carvallo in Chile in October 2020. There was an increase in segment unit volume, measured principally by cases received, of 2.8% for the three months ended June 30, 2021, compared with the 2020 period. Changes in product mix and in the rates charged for those services accounted for a 1.6% revenue decrease for the three months ended June 30, 2021 compared with the same period in 2020.

For the six months ended June 30, 2021, revenues before reimbursements from our Crawford Loss Adjusting segment totaled $228.5 million, compared with $216.2 million for the 2020 period. This increase was primarily due to the change in exchange rates, which resulted in an increase of our Crawford Loss Adjusting segment revenues by approximately 5.7%, or $12.4 million, for the six months ended June 30, 2021 as compared with the 2020 period. Absent foreign exchange rate fluctuations, Crawford Loss Adjusting segment revenues would have been $216.1 million for the six months ended June 30, 2021, which is flat compared to the 2020 period. There was a $7.0 million net decrease, or 3.2% reduction, in Crawford Loss Adjusting revenues in the year-to-date period as a result of recent acquisitions and dispositions. There was an increase in segment unit volume, measured principally by cases received, of 2.9% for the six months ended June 30, 2021, compared with the 2020 period. Changes in product mix and in the rates charged for those services accounted for a 0.3% revenue increase for the six months ended June 30, 2021, compared with the same period in 2020.

 

35


 

The increase in revenues in the U.S. for both the three months and six months ended June 30, 2021 was due to the increase in weather related cases in the 2021 period and new client growth. Based on constant foreign exchange rates, there was a decrease in revenues in the U.K. in the 2021 periods, compared with 2020, primarily due to the LWI disposition in June 2020 and a change in the mix of services provided. Revenues in Canada decreased in 2021 due to the continued negative economic impact of COVID-19. There was a decrease in revenues in Australia due to a decrease in weather related cases in 2021. There was an increase in revenues in Europe in the 2021 period due to increased volumes in several countries in the second quarter, partially offset by a change in the mix of services provided in Norway and Italy in the year-to-date period. There was an increase in revenues in Rest of World for the six months ended June 30, 2021, compared with the 2020 period, primarily due to the acquisition in Chile in October 2020, partially offset by a decrease in Asia, although there was a slight decrease in the second quarter.

Reimbursed Expenses included in Total Revenues

Reimbursements for out-of-pocket expenses incurred in our Crawford Loss Adjusting segment, which are included in total Company revenues, were $5.5 million and $6.7 million for the three months ended June 30, 2021 and 2020, respectively. Reimbursements were $11.4 million and $13.0 million for the six months ended June 30, 2021 and 2020, respectively. The decrease in reimbursed expenses was consistent with the change in revenues and due to a reduced use of third parties in the 2021 period.

Case Volume Analysis

Crawford Loss Adjusting segment unit volumes by geographic region, measured by cases received, for the three and six months ended June 30, 2021 and 2020 were as follows:

 

 

 

Three Months Ended

 

 

Six Months Ended

 

(whole numbers, except percentages)

 

June 30,
2021

 

 

June 30,
2020

 

 

Variance

 

 

June 30,
2021

 

 

June 30,
2020

 

 

Variance

 

U.S.

 

 

34,116

 

 

 

35,037

 

 

 

(2.6

)%

 

 

69,609

 

 

 

69,482

 

 

 

0.2

%

U.K.

 

 

19,388

 

 

 

14,544

 

 

 

33.3

%

 

 

35,223

 

 

 

27,556

 

 

 

27.8

%

Australia

 

 

11,345

 

 

 

14,900

 

 

 

(23.9

)%

 

 

23,342

 

 

 

26,758

 

 

 

(12.8

)%

Europe

 

 

8,641

 

 

 

8,605

 

 

 

0.4

%

 

 

17,180

 

 

 

18,090

 

 

 

(5.0

)%

Rest of World

 

 

7,515

 

 

 

5,029

 

 

 

49.4

%

 

 

14,881

 

 

 

11,339

 

 

 

31.2

%

Canada

 

 

6,102

 

 

 

6,586

 

 

 

(7.3

)%

 

 

12,424

 

 

 

14,577

 

 

 

(14.8

)%

Total Crawford Loss Adjusting Cases Received

 

 

87,107

 

 

 

84,701

 

 

 

2.8

%

 

 

172,659

 

 

 

167,802

 

 

 

2.9

%

 

Overall, there was an increase in cases received of 2.8% and 2.9% for the three and six months ended June 30, 2021, respectively, compared with the 2020 periods. There was a decrease in U.S. case volumes in the second quarter due to a change in the mix of services provided, although there was a slight increase in the year-to-date period due to an increase in weather related activity. The U.K. case volumes were higher in the 2021 periods due to new client growth and a change in the mix of services provided. The decrease in Canada was due to the impact of COVID-19 and a change in the mix of services provided. There was a decrease in cases in Australia due to a reduction in weather related case activity in the current period. There was a decrease in cases received in Europe in 2021 in the six month period, due to a change in the mix of services provided, although there was a slight increase in the second quarter. There was an increase in cases received in the 2021 periods in Rest of World primarily due to our recent acquisition in Chile.

As a result of the impact from the COVID-19 pandemic, cases received in future quarters could be materially negatively impacted, unless offset by the impact of cases received from new client programs or weather related activity.

Direct Compensation, Fringe Benefits & Non-Employee Labor

The most significant expense in our Crawford 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, direct compensation, fringe benefits, and non-employee labor expenses were 65.2% for the three months ended June 30, 2021 compared with 60.1% for the 2020 period. For the six months ended June 30, 2021, direct compensation, fringe benefits, and non-employee labor expenses were 65.3%, compared with 63.0% in 2020. The total dollar amount of these expenses increased to $75.6 million for the three months ended June 30, 2021 from $65.6 million for the comparable 2020 period, and were $149.1 million for the six months ended June 30, 2021 compared to $136.1 million in 2020. The increase in amounts was due to the change in foreign exchange rates and recent acquisitions, and the increase in the percentage of revenues before reimbursements is because compensation expense did not decrease in line with the lower revenues in certain regions. There was a benefit of $0.7 million and $1.3 million in the three months and six months ended June 30, 2021, respectively, as a result of CEWS, compared with $1.6 million benefit in the three months and six months ended June 30, 2020. There was an average of 3,414 full-time equivalent employees in this segment in the six months ended June 30, 2021 compared with an average of 3,363 in the 2020 period.

 

36


 

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

Crawford Loss Adjusting expenses other than reimbursements, direct compensation, fringe benefits, and non-employee labor were $34.2 million for the three months ended June 30, 2021 compared with $33.4 million for the 2020 period. As a percentage of revenues before reimbursements, expenses other than direct compensation, fringe benefits, and non-employee labor expenses were 29.5% for the three months ended June 30, 2021 compared with 30.7% for the 2020 period. The increase in cost was due to the change in exchange rates, and the decrease in percentage was due to cost reduction initiatives, partially offset by technology investments. For the six months ended June 30, 2021, expenses other than reimbursements, direct compensation, fringe benefits, and non-employee labor were $68.3 million, compared with $69.3 million for the 2020 period. As a percentage of revenues before reimbursements, expenses other than direct compensation, fringe benefits, and non-employee labor expenses were 29.9% for the six months ended June 30, 2021, compared with 32.1% for the 2020 period. The decrease in expenses and the decrease in expenses as a percent of revenues before reimbursements were due to cost reduction initiatives and lower administrative support costs.

 

CRAWFORD TPA SOLUTIONS SEGMENT

Our Crawford TPA Solutions segment, which operates under the Broadspire brand, reported operating earnings of $4.7 million, or 4.7% of revenues before reimbursements, for the three months ended June 30, 2021 as compared with $3.1 million, or 3.5% of revenues before reimbursements, for the second quarter of 2020. This increase was due to the increase in revenues in the U.S. and lower operating and administrative costs. For the six months ended June 30, 2021, our Crawford TPA Solutions segment reported operating earnings of $9.4 million, or 4.7% of revenues before reimbursements, compared with 2020 operating earnings of $9.4 million, or 5.0% of revenues before reimbursements, which was flat between periods. There was a $0.3 million and $0.5 million expense benefit in the three months and six months ended June 30, 2021, respectively, as a result of CEWS, and a benefit of $0.6 million in the three and six months ended June 30, 2020.

Excluding centralized indirect support costs, first quarter gross profit increased from $17.2 million, or 19.4% of revenues before reimbursements, in 2020 to $19.1 million, or 19.0% of revenues before reimbursements, in 2021. For the six months ended June 30, 2021, gross profit increased slightly from $37.5 million, or 20.1% of revenues before reimbursements in 2020, to $38.2 million, or 19.3% of revenues before reimbursements, due to the increased revenues in the U.S. and reduction in expenses.

Operating results for our Crawford TPA Solutions segment, including gross profit, for the three and six months ended June 30, 2021 and 2020 were as follows:

 

 

 

In thousands (except percentages)

 

 

 

Based on actual exchange rates

 

Three Months Ended June 30,

 

2021

 

 

2020

 

 

Variance

 

Revenues

 

$

100,374

 

 

$

88,668

 

 

 

13.2

%

Direct expenses

 

 

81,310

 

 

 

71,498

 

 

 

13.7

%

Gross profit

 

 

19,064

 

 

 

17,170

 

 

 

11.0

%

Indirect expenses

 

 

14,349

 

 

 

14,048

 

 

 

2.1

%

Total Crawford TPA Solutions Operating Earnings

 

$

4,715

 

 

$

3,122

 

 

 

51.0

%

 

 

 

 

 

 

 

 

 

 

Gross profit margin

 

 

19.0

%

 

 

19.4

%

 

 

(0.4

)%

Operating margin

 

 

4.7

%

 

 

3.5

%

 

 

1.2

%

 

 

 

In thousands (except percentages)

 

 

 

Based on actual exchange rates

 

Six Months Ended June 30,

 

2021

 

 

2020

 

 

Variance

 

Revenues

 

$

198,619

 

 

$

186,665

 

 

 

6.4

%

Direct expenses

 

 

160,380

 

 

 

149,132

 

 

 

7.5

%

Gross profit

 

 

38,239

 

 

 

37,533

 

 

 

1.9

%

Indirect expenses

 

 

28,808

 

 

 

28,113

 

 

 

2.5

%

Total Crawford TPA Solutions Operating Earnings

 

$

9,431

 

 

$

9,420

 

 

 

0.1

%

 

 

 

 

 

 

 

 

 

 

Gross profit margin

 

 

19.3

%

 

 

20.1

%

 

 

(0.8

)%

Operating margin

 

 

4.7

%

 

 

5.0

%

 

 

(0.3

)%

 

 

37


 

 

Revenues before Reimbursements

Crawford TPA Solutions revenues are derived from the global casualty and disability insurance and self-insured markets in the U.S., U.K., Canada and Europe and Rest of World. Revenues before reimbursements by major region, based on actual exchange rates and using a constant exchange rate, for the three and six months ended June 30, 2021 and 2020 were as follows:

 

 

 

Three Months Ended

 

 

 

Based on actual exchange rates

 

 

Based on exchange rates for the three months ended June 30, 2020

 

(in thousands, except percentages)

 

June 30,
2021

 

 

June 30,
2020

 

 

Variance

 

 

June 30,
2021

 

 

Variance

 

U.S.

 

$

75,902

 

 

$

69,173

 

 

 

9.7

%

 

$

75,902

 

 

 

9.7

%

Europe and Rest of World

 

 

14,276

 

 

 

9,685

 

 

 

47.4

%

 

 

12,478

 

 

 

28.8

%

U.K.

 

 

5,570

 

 

 

4,227

 

 

 

31.8

%

 

 

5,065

 

 

 

19.8

%

Canada

 

 

4,626

 

 

 

5,583

 

 

 

(17.1

)%

 

 

4,106

 

 

 

(26.5

)%

Total Crawford TPA Solutions Revenues before Reimbursements

 

$

100,374

 

 

$

88,668

 

 

 

13.2

%

 

$

97,551

 

 

 

10.0

%

 

 

 

Six Months Ended

 

 

 

Based on actual exchange rates

 

 

Based on exchange rates for the six months ended June 30, 2020

 

(in thousands, except percentages)

 

June 30,
2021

 

 

June 30,
2020

 

 

Variance

 

 

June 30,
2021

 

 

Variance

 

U.S.

 

$

150,178

 

 

$

147,266

 

 

 

2.0

%

 

$

150,178

 

 

 

2.0

%

Europe and Rest of World

 

 

28,180

 

 

 

19,127

 

 

 

47.3

%

 

 

25,519

 

 

 

33.4

%

U.K.

 

 

10,449

 

 

 

8,240

 

 

 

26.8

%

 

 

9,801

 

 

 

18.9

%

Canada

 

 

9,812

 

 

 

12,032

 

 

 

(18.5

)%

 

 

9,005

 

 

 

(25.2

)%

Total Crawford TPA Solutions Revenues before Reimbursements

 

$

198,619

 

 

$

186,665

 

 

 

6.4

%

 

$

194,503

 

 

 

4.2

%

 

Revenues before reimbursements from our Crawford TPA Solutions segment totaled $100.4 million in the three months ended June 30, 2021 compared with $88.7 million in the 2020 period. This increase was primarily due to an increase in U.S. and U.K. cases received and a $5.8 million, or 6.5%, increase in revenues due to recent acquisitions in Chile and Australia. Changes in foreign exchange rates resulted in an increase of our Crawford TPA Solutions segment revenues by approximately 3.2%, or $2.8 million, for the three months ended June 30, 2021 as compared with the 2020 period. Absent foreign exchange rate fluctuations, Crawford TPA Solutions segment revenues would have been $97.6 million for the three months ended June 30, 2021. Revenues were positively impacted by an increase in unit volumes, measured principally by cases received, of 5.4% for the three months ended June 30, 2021 compared with the same period of 2020. Changes in product mix and in the rates charged for those services accounted for a 1.9% revenue decrease for the 2021 second quarter compared with the 2020 period.

For the six months ended June 30, 2021, revenues before reimbursements from our Crawford TPA Solutions segment totaled $198.6 million, compared with $186.7 million for the 2020 period. This increase was primarily due to the increase in U.S. and U.K. cases received and a $10.6 million, or 5.7%, increase due to recent acquisitions. Changes in foreign exchange rates resulted in an increase of our Crawford TPA Solutions segment revenues by approximately 2.2%, or $4.1 million, for the six months ended June 30, 2021 as compared with the 2020 period. Absent foreign exchange rate fluctuations, Crawford TPA Solutions segment revenues would have been $194.5 million for the six months ended June 30, 2021. There was a decrease in segment unit volume, measured principally by cases received, of 2.3% for the six months ended June 30, 2021, compared with the 2020 period. Changes in product mix and in the rates charged for those services accounted for a 0.8% revenue increase for the six months ended June 30, 2021, compared with the same period in 2020.

The increase in revenues in the U.S. for the three and six months ended June 30, 2021 was due to an increase in casualty claims and medical management referrals, which is an initial recovery from the impact of COVID-19 economic conditions that were present in the prior year. Based on constant foreign exchange rates, there was an increase in revenues in the U.K. in the 2021 periods due to client case volume increases in our legal services service line. Revenues in Canada decreased in the current year as a result of continued negative COVID-19 economic conditions and the exit from a service line in that country. Revenues increased in Europe and Rest of World in 2021 primarily due to recent acquisitions in Chile and Australia which strengthened our legal services offerings in those countries.

 

38


 

Reimbursed Expenses included in Total Revenues

Reimbursements for out-of-pocket expenses incurred in our Crawford TPA Solutions segment were $2.8 million for the three months ended June 30, 2021, compared with $1.5 million in the comparable 2020 period. Reimbursements were $5.3 million and $3.8 million for the six months ended June 30, 2021 and 2020, respectively. The increase in reimbursed expenses in the 2021 period was due to the increased revenues and increased use of third parties from the recent acquisitions.

Case Volume Analysis

Crawford TPA Solutions unit volumes by geographic region, as measured by cases received, for the three and six months ended June 30, 2021 and 2020 were as follows:

 

 

 

Three Months Ended

 

 

Six Months Ended

 

(whole numbers, except percentages)

 

June 30,
2021

 

 

June 30,
2020

 

 

Variance

 

 

June 30,
2021

 

 

June 30,
2020

 

 

Variance

 

U.S.

 

 

120,961

 

 

 

101,224

 

 

 

19.5

%

 

 

246,137

 

 

 

227,897

 

 

 

8.0

%

Europe and Rest of World

 

 

54,464

 

 

 

56,614

 

 

 

(3.8

)%

 

 

94,189

 

 

 

105,567

 

 

 

(10.8

)%

U.K.

 

 

13,945

 

 

 

12,286

 

 

 

13.5

%

 

 

27,689

 

 

 

25,022

 

 

 

10.7

%

Canada

 

 

7,755

 

 

 

16,921

 

 

 

(54.2

)%

 

 

17,384

 

 

 

36,045

 

 

 

(51.8

)%

Total Crawford TPA Solutions Cases Received

 

 

197,125

 

 

 

187,045

 

 

 

5.4

%

 

 

385,399

 

 

 

394,531

 

 

 

(2.3

)%

 

Overall case volumes were 5.4% higher for the three months ended June 30, 2021 due to increases in the U.S. and U.K. Case volumes were 2.3% lower for the six months ended June 30, 2021, compared with 2020, due to decreases in Canada and Europe. The increase in the U.S. was due to the general economic recovery and impact of the pandemic in the prior year second quarter, and an increase in disability clients. The decrease in Canada was primarily due to the continued negative impact from COVID-19 economic conditions and the exit from a service line in that country. The decrease in cases received in Europe and Rest of World was due to a decrease in high-frequency, low-complexity cases received in Germany, partially offset by an increase in cases from recent acquisitions. The increase in cases in the U.K. was due to an increase in liability cases.

Crawford TPA Solutions unit volumes are sensitive to overall employment levels and workplace reported injuries. As a result of the varying level of unemployment in the U.S. due to the COVID-19 pandemic, as well as economic contraction globally which could impact other geographic regions, future case referrals could be materially negatively impacted unless offset by new client programs.

Direct Compensation, Fringe Benefits & Non-Employee Labor

The most significant expense in our Crawford TPA Solutions 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. For the three months ended June 30, 2021, direct compensation, fringe benefits, and non-employee labor, as a percent of the related revenues before reimbursements, decreased from 64.2% in 2020 to 63.6% in 2021. For the six months ended June 30, 2021, direct compensation, fringe benefits, and non-employee labor expenses were 63.9%, compared with 63.4% in 2020. The total dollar amount of these expenses increased to $63.9 million for the three months ended June 30, 2021 from $56.9 million for the comparable 2020 period, and were $126.8 million for the six months ended June 30, 2021 compared with $118.3 million in 2020. The increase in the amounts were due to the increased revenues and an increase in average full-time equivalent employees from the recent acquisitions. The increase in expense as a percent of revenues before reimbursements for the year-to-date period is due to an increase in compensation, including incentive compensation, and higher compensation expense in our legal services business. The decrease in percent for the three months was due to the increase in revenues. There was a benefit of $0.3 million and $0.5 million in the three months and six months ended June 30, 2021, respectively, as a result of CEWS, compared to $0.6 million benefit in the three months and six months ended June 30, 2020. Average full-time equivalent employees in this segment totaled 3,508 in the first six months ended June 30, 2021, compared with 3,166 in the comparable 2020 period, increasing primarily due to recent acquisitions.

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

Crawford TPA Solutions segment expenses other than reimbursements, direct compensation, fringe benefits, and non-employee labor as a percent of revenues before reimbursements were 31.7% for the three months ended June 30, 2021, compared with 32.3% in the comparable 2020 period. The amount of these expenses increased from $28.6 million for the three months ended June 30, 2020 to $31.8 million in 2021. The decrease in expenses as a percent of revenues in the second quarter was due to the increased revenues. For the six months ended June 30, 2021, expenses other than reimbursements, direct compensation, fringe benefits, and non-employee labor were $62.4 million, compared with $58.9 million for the 2020 period. As a percentage of revenues before reimbursements, expenses other than direct compensation, fringe benefits, and non-employee labor expenses were 31.4% for the six months ended June 30, 2021, compared with 31.6% for the 2020 period. The increase in the overall expense was due to recent acquisitions and the change in exchange rates, although the slight decrease in the percent of revenues before reimbursements was due to the increased revenues in the U.S.

 

39


 

 

CRAWFORD PLATFORM SOLUTIONS SEGMENT

Our Crawford Platform Solutions segment reported operating earnings of $10.4 million for the three months ended June 30, 2021, increasing over operating earnings of $7.1 million in the comparable 2020 period. The related segment operating margin increased from 19.5% for the three months ended June 30, 2020, to 20.3% in the comparable 2021 period. This increase was primarily due to an increase in revenues in our Networks service line as a result of an increase in weather related case activity and new client growth in the U.S., and also an increase in revenues in our Contractor Connection service line. For the six months ended June 30, 2021, our Crawford Platform Solutions segment reported operating earnings of $15.0 million, or 16.0% of revenues before reimbursements, compared with 2020 operating earnings of $10.3 million, or 14.9% of revenues before reimbursements. The increase in operating earnings in 2021 was due to an increase in weather related cases and a reduction in administrative support expenses. There was a $0.1 million expense benefit in the three months and six months ended June 30, 2021 as a result of CEWS, and a benefit of $0.2 million in the three and six months ended June 30, 2020.

Excluding indirect support costs, gross profit in the second quarter increased from $10.7 million, or 29.1% of revenues before reimbursements in 2020 to $15.4 million, or 30.2% of revenues before reimbursements, in 2021. For the six months ended June 30, 2021, gross profit increased from $18.1 million, or 26.1% of revenues before reimbursements in 2020, to $25.2 million, or 26.9% of revenues before reimbursements, as a result of the revenue increase in the U.S., a change in the mix of services provided in the U.K., and the absence of client start-up expenses that were present in 2020.

Operating results for our Crawford Platform Solutions segment, including gross profit, for the three and six months ended June 30, 2021 and 2020 were as follows:

 

 

 

In thousands (except percentages)

 

 

 

Based on actual exchange rates

 

Three Months Ended June 30,

 

2021

 

 

2020

 

 

Variance

 

Revenues

 

$

51,127

 

 

$

36,686

 

 

 

39.4

%

Direct expenses

 

 

35,692

 

 

 

26,024

 

 

 

37.2

%

Gross profit

 

 

15,435

 

 

 

10,662

 

 

 

44.8

%

Indirect expenses

 

 

5,067

 

 

 

3,517

 

 

 

44.1

%

Total Crawford Platform Solutions Operating Earnings

 

$

10,368

 

 

$

7,145

 

 

 

45.1

%

 

 

 

 

 

 

 

 

 

 

Gross profit margin

 

 

30.2

%

 

 

29.1

%

 

 

1.1

%

Operating margin

 

 

20.3

%

 

 

19.5

%

 

 

0.8

%

 

 

 

In thousands (except percentages)

 

 

 

Based on actual exchange rates

 

Six Months Ended June 30,

 

2021

 

 

2020

 

 

Variance

 

Revenues

 

$

93,526

 

 

$

69,116

 

 

 

35.3

%

Direct expenses

 

 

68,334

 

 

 

51,064

 

 

 

33.8

%

Gross profit

 

 

25,192

 

 

 

18,052

 

 

 

39.6

%

Indirect expenses

 

 

10,223

 

 

 

7,768

 

 

 

31.6

%

Total Crawford Platform Solutions Operating Earnings

 

$

14,969

 

 

$

10,284

 

 

 

45.6

%

 

 

 

 

 

 

 

 

 

 

Gross profit margin

 

 

26.9

%

 

 

26.1

%

 

 

0.8

%

Operating margin

 

 

16.0

%

 

 

14.9

%

 

 

1.1

%

 

 

40


 

Revenues before Reimbursements

Crawford Platform Solutions segment revenues are primarily derived from the global property and casualty insurance company markets in the U.S., U.K., Canada, and Rest of World. Revenues before reimbursements by major region, based on actual exchange rates, using a constant exchange rate for the three and six months ended June 30, 2021 and 2020 were as follows:

 

 

 

Three Months Ended

 

 

 

Based on actual exchange rates

 

 

Based on exchange rates for the three months ended June 30, 2020

 

(in thousands, except percentages)

 

June 30,
2021

 

 

June 30,
2020

 

 

Variance

 

 

June 30,
2021

 

 

Variance

 

U.S.

 

$

44,075

 

 

$

31,659

 

 

 

39.2

%

 

$

44,075

 

 

 

39.2

%

Canada

 

 

2,824

 

 

 

2,044

 

 

 

38.2

%

 

 

2,518

 

 

 

23.2

%

U.K.

 

 

2,363

 

 

 

1,489

 

 

 

58.7

%

 

 

2,141

 

 

 

43.8

%

Europe and Rest of World

 

 

1,865

 

 

 

1,494

 

 

 

24.8

%

 

 

1,668

 

 

 

11.6

%

Total Crawford Platform Solutions Revenues before Reimbursements

 

$

51,127

 

 

$

36,686

 

 

 

39.4

%

 

$

50,402

 

 

 

37.4

%

 

 

 

Six Months Ended

 

 

 

Based on actual exchange rates

 

 

Based on exchange rates for the six months ended June 30, 2020

 

(in thousands, except percentages)

 

June 30,
2021

 

 

June 30,
2020

 

 

Variance

 

 

June 30,
2021

 

 

Variance

 

U.S.

 

$

80,216

 

 

$

57,534

 

 

 

39.4

%

 

$

80,216

 

 

 

39.4

%

Canada

 

 

5,266

 

 

 

5,169

 

 

 

1.9

%

 

 

4,825

 

 

 

(6.7

)%

U.K.

 

 

4,809

 

 

 

3,667

 

 

 

31.1

%

 

 

4,525

 

 

 

23.4

%

Europe and Rest of World

 

 

3,235

 

 

 

2,746

 

 

 

17.9

%

 

 

2,925

 

 

 

6.6

%

Total Crawford Platform Solutions Revenues before Reimbursements

 

$

93,526

 

 

$

69,116

 

 

 

35.3

%

 

$

92,491

 

 

 

33.8

%

 

Revenues before reimbursements from our Crawford Platform Solutions segment totaled $51.1 million in the three months ended June 30, 2021, compared with $36.7 million in the 2020 period. This increase was primarily due to an increase in weather related case volumes in the U.S. and an increase in new client growth. Changes in foreign exchange rates resulted in an increase of our Crawford Platform Solutions segment revenues by approximately 2.0%, or $0.7 million, for the three months ended June 30, 2021, as compared with 2020. Absent foreign exchange fluctuations, Crawford Platform Solutions segment revenues would have been $50.4 million for the three months ended June 30, 2021. Overall case volumes were 36.4% higher for the three months ended June 30, 2021, compared with the same period of 2020. 21.4% of the increase in the second quarter was due to an increase of 20,700 high-frequency, low-severity cases received in our WeGoLook service line. Excluding these WeGoLook cases, there was an increase in segment unit volume of 14,531, or 15.0% in Crawford Platform Solutions cases received in 2021. Revenues in our U.S. Crawford Networks segment include revenues where we provide staff augmentation for our clients, which resulted in $8.6 million of revenues in the 2021 quarter, or a 23.4% increase in Crawford Platform Solutions revenue. The revenues from these clients do not typically result in cases received. Changes in product mix and in the rates charged for those services accounted for a 1.0% revenue decrease for the three months ended June 30, 2021 compared with the same period in 2020, due to the increase in high-frequency, low severity revenues.

For the six months ended June 30, 2021, revenues before reimbursements from our Crawford Platform Solutions segment totaled $93.5 million, compared with $69.1 million for the 2020 period. This increase was also due to an increase in weather related case volumes in the U.S. and an increase in new client growth. Changes in foreign exchange rates resulted in an increase of our Crawford Platform Solutions segment revenues by approximately 1.5%, or $1.0 million, for the six months ended June 30, 2021 as compared with the 2020 period. Absent foreign exchange rate fluctuations, Crawford Platform Solutions segment revenues would have been $92.5 million for the six months ended June 30, 2021. There was an increase in segment unit volume, measured principally by cases received, of 27.9% for the six months ended June 30, 2021, compared with the 2020 period. 15.0% of the increase was due to an increase of 29,147 high-frequency, low-severity cases received in our WeGoLook service line. Excluding these WeGoLook cases, there was an increase in segment unit volume of 24,960, or 12.9% in Crawford Platform Solutions cases received in 2021. Revenues in our U.S. Crawford Networks segment include revenues where we provide staff augmentation for our clients, which resulted in $16.3 million of revenues in the 2021 year-to-date period, or a 23.5% increase in Crawford Platform Solutions revenue. The revenues from these clients do not typically result in cases received. Changes in product mix and in the rates charged for those services accounted for a 2.6% revenue decrease for the six months ended June 30, 2021, compared with the same period in 2020, due to the increase in high-frequency, low severity cases.

 

41


 

The increase in revenues in the U.S. for the three months and six months ended June 30, 2021 was due to an increase in weather related case activity and an increase in new client growth. On a constant currency basis, there was a revenue increase in the U.K. in 2021 due to an increase in our Contractor Connection service line. Revenues in Canada increased in the 2021 second quarter due to new client growth, although decreased in the 2021 year-to-date period compared with 2020 due to the impact of COVID-19. There was an increase in revenues in Rest of World due to new client growth.

Reimbursed Expenses included in Total Revenues

Reimbursements for out-of-pocket expenses incurred in our Crawford Platform Solutions segment were $0.8 million for the three months ended June 30, 2021 compared with $0.1 million in the comparable 2020 period. Reimbursements were $1.4 million and $0.2 million for the six months ended June 30, 2021 and 2020, respectively. The increases were due to the increase in revenues in 2021.

Case Volume Analysis

Crawford Platform Solutions unit volumes by geographic region, as measured by cases received, for the three and six months ended June 30, 2021 and 2020 were as follows:

 

 

 

Three Months Ended

 

 

Six Months Ended

 

(whole numbers, except percentages)

 

June 30,
2021

 

 

June 30,
2020

 

 

Variance

 

 

June 30,
2021

 

 

June 30,
2020

 

 

Variance

 

U.S.

 

 

107,178

 

 

 

79,318

 

 

 

35.1

%

 

 

198,696

 

 

 

157,803

 

 

 

25.9

%

Canada

 

 

15,851

 

 

 

10,936

 

 

 

44.9

%

 

 

32,799

 

 

 

22,514

 

 

 

45.7

%

Rest of World

 

 

5,311

 

 

 

4,445

 

 

 

19.5

%

 

 

9,157

 

 

 

9,237

 

 

 

(0.9

)%

U.K.

 

 

3,637

 

 

 

2,047

 

 

 

77.7

%

 

 

7,289

 

 

 

4,280

 

 

 

70.3

%

Total Crawford Platform Solutions Cases Received

 

 

131,977

 

 

 

96,746

 

 

 

36.4

%

 

 

247,941

 

 

 

193,834

 

 

 

27.9

%

 

Overall case volumes were 36.4% and 27.9% higher in the three and six months ended June 30, 2021 compared with 2020 due to increases in the U.S., Canada and U.K. 21.4% of the increase in the second quarter was due to an increase of 20,700 high-frequency, low-severity cases received in our WeGoLook service line. Excluding these WeGoLook cases, there was an increase in segment unit volume of 14,531, or 15.0% in Crawford Platform Solutions cases received in 2021. For the six months ended June 30, 2021, 15.0% of the increase was due to an increase of 29,147 high-frequency, low-severity cases received in our WeGoLook service line. Excluding these WeGoLook cases, there was an increase in segment unit volume of 24,960, or 12.9% in Crawford Platform Solutions cases received in 2021.

 

The increase in U.S. case volumes in the three months ended June 30, 2021 was primarily due to an increase in weather related case activity. A portion of the increase in revenues in the U.S. is the result of new client growth, however the revenues generated for these clients consist of us providing dedicated employees which is not measured by cases, and accordingly there is no increase in cases received to match the increase in revenues. The U.K. case volumes were higher in the three months and six months ended June 30, 2021 due to an increase in assignments to our Contractor Connection service line. The increase in cases in Canada are due to an increase in new clients in our Contractor Connection service line. Cases received in Rest of World was higher in the three months ended June 30, 2021 due to new client growth, although was a slight decrease in the year-to-date period.

As a result of the impact from the COVID-19 pandemic, cases received in future quarters could be materially negatively impacted, unless offset by the impact of cases received from new client programs or weather related activity.

Direct Compensation, Fringe Benefits & Non-Employee Labor

Crawford Platform Solutions direct compensation, fringe benefits, and non-employee labor expenses as a percent of revenues before reimbursements were 59.6% in the 2021 quarter compared with 57.7% in the 2020 quarter. For the six months ended June 30, 2021, direct compensation, fringe benefits, and non-employee labor expenses were 61.9%, compared with 60.2% in 2020. The dollar amount of these expenses was $30.5 million for the 2021 quarter and $21.2 million for the comparable 2020 period, and were $57.9 million for the six months ended June 30, 2021 compared to $41.6 million in 2020. The increase in costs was due to the higher revenues in the current year and increased employees to support client growth. The increase in the percentage of revenues before reimbursements in the current year was due to the change in product mix and higher compensation expense to support the new client growth. There was a benefit of $0.1 million in the three months and six months ended June 30, 2021 as a result of CEWS, compared to $0.2 million benefit in the three months and six months ended June 30, 2020. There was an average of 1,132 full-time equivalent employees in Crawford Platform Solutions in the 2021 six month period, compared with an average of 980 for the comparable 2020 period.

 

42


 

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

Expenses other than reimbursements, direct compensation, fringe benefits, and non-employee labor were 20.1% of Crawford Platform Solutions revenues before reimbursements for the three months ended June 30, 2021 compared with 22.8% for the comparable period in 2020. The dollar amount of these expenses increased to $10.3 million in the 2021 second quarter as compared with $8.4 million in the 2020 period. The increase in the amount in 2021 was due to the higher revenues and the change in foreign exchange rates. The decrease in the expense as a percent of revenues before reimbursements in 2021 is due to the higher revenues and a decrease in travel and entertainment expense and other administrative support costs. For the six months ended June 30, 2021, expenses other than reimbursements, direct compensation, fringe benefits, and non-employee labor were $20.7 million, compared with $17.3 million for the 2020 period. As a percentage of revenues before reimbursements, expenses other than direct compensation, fringe benefits, and non-employee labor expenses were 22.1% for the six months ended June 30, 2021, compared with 25.0% for the 2020 period. The increase in overall expenses was due to the increased revenues. The decrease in the expense as a percent of revenues before reimbursements in 2021 is due to the higher revenues and a decrease in administrative support costs.

 

EXPENSES AND CREDITS EXCLUDED FROM SEGMENT OPERATING EARNINGS

Income Taxes

Our consolidated effective income tax rate may change periodically due to changes in enacted tax rates, fluctuations in the mix of income earned from our various domestic and international operations, which are subject to income taxes at different rates, our ability to utilize net operating loss and tax credit carryforwards, and amounts related to uncertain income tax positions. We estimate that our effective income tax rate for 2021 will be approximately 27% to 29% after considering known discrete items as of June 30, 2021.

The provision for income taxes on consolidated income before income tax totaled $3.6 million and $6.3 million for the three months ended June 30, 2021 and 2020, respectively. The provision for income taxes on consolidated income before income tax totaled a provision of $6.1 million and a benefit of $(2.2) million for the six months ended June 30, 2021 and 2020, respectively. The overall effective tax rate increased to 25.4% for the six months ended June 30, 2021 compared with 23.6% for the 2020 period primarily due to the impact of goodwill impairment in the prior year.

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 $1.5 million and $2.5 million for the three months ended June 30, 2021 and 2020, respectively. Interest income was $0.3 million and below $0.1 million for the three months ended June 30, 2021 and 2020, respectively. Corporate interest expense totaled $3.1 million and $4.7 million for the six months ended June 30, 2021 and 2020, respectively. Interest income was $0.3 million and below $0.1 million for the six months ended June 30, 2021 and 2020, respectively. The 2021 amounts were lower due to lower average borrowings and the change in interest rates between periods.

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 $0.3 million for each of the three months ended June 30, 2021 and 2020. Stock option expense totaled $0.4 million and $0.6 million for the six months ended June 30, 2021 and 2020, respectively.

Amortization of Customer-Relationship Intangible Assets

Amortization of customer-relationship 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 $2.8 million and $2.7 million for the three months ended June 30, 2021 and 2020. Amortization expense associated with these intangible assets totaled $5.5 million for each of the six months ended June 30, 2021 and 2020. 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 and six months ended June 30, 2021 and 2020, unallocated corporate and shared costs and credits represented costs of our frozen U.S. defined benefit pension plan, 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 doubtful accounts receivable.

 

43


 

Unallocated corporate and shared costs were $1.7 million and $2.1 million for the three months ended June 30, 2021 and 2020, respectively. The decrease for the second quarter was due to a decrease in unallocated incentive compensation and severance expense, partially offset by an increase in self-insurance expenses and decreased credit from CEWS. For the six months ended June 30, 2021 and 2020, unallocated corporate and shared costs were $2.8 million and $5.2 million, respectively. The decrease for the year-to-date period is primarily due to a decrease in unallocated incentive compensation and severance expense, decrease in self-insurance expenses and pension expense.

Goodwill Impairment

There was no goodwill impairment in 2021. We recognized a pretax non-cash goodwill impairment in the 2020 first quarter totaling $17.7 million related to our former Crawford Claims Solutions reporting unit, which is within our Loss Adjusting reportable segment. This expense was partially offset by a $1.7 million credit in noncontrolling interest expense. See Note 9, "Fair Value Measurements" of our accompanying consolidated financial statements for further discussion about goodwill impairment.

Restructuring Costs

There were no restructuring costs in 2021. We recognized pretax restructuring costs totaling $5.7 million in the 2020 first quarter, related primarily to severance and other termination costs in an effort to consolidate and streamline various functions of our workforce. The restructuring cost was comprised of $5.1 million severance expense and related payroll taxes, and $0.6 million asset impairment. See Note 12, "Restructuring Costs" of our accompanying consolidated financial statements for further discussion about restructuring costs.

Loss on Disposition of Business

We recognized a $0.3 million loss on disposition of businesses in the 2020 second quarter. There were not acquisitions or dispositions in 2021. See Note 13, "Business Acquisitions and Dispositions" of our accompanying consolidated financial statements for further discussion about this activity.

 

LIQUIDITY, CAPITAL RESOURCES, AND FINANCIAL CONDITION

At June 30, 2021, our working capital balance (current assets less current liabilities) was approximately $87.1 million, an increase of $27.9 million from the working capital balance at December 31, 2020. Our cash and cash equivalents were $44.7 million at June 30, 2021, compared with $44.7 million at December 31, 2020.

Cash and cash equivalents as of June 30, 2021 consisted of $16.2 million held in the U.S. and $28.5 million held in our foreign subsidiaries. All of the cash and cash equivalents held by our foreign subsidiaries is available for general corporate purposes. 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. During 2020, the Company changed 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 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 Provided by Operating Activities

Cash provided by operating activities was $10.5 million for the six months ended June 30, 2021, compared with $12.0 million in the comparable period of 2020. The decrease in cash provided by operating activities was primarily due to higher pension contributions, income tax payments and growth in receivables in 2021, partially offset by an increase in net income compared with the same period of 2020. 2021 cash flows include $4.6 million CEWS receipts, partially offset by $4.3 million in payroll taxes which were deferred in the 2020 period.

Cash Used in Investing Activities

Cash used in investing activities was $11.8 million for the six months ended June 30, 2021, compared with $14.4 million used in the first six months of 2020. The decrease in use for 2021 was due to the settlement of certain company-owned life insurance policies and a decrease in capital expenditures, offset by cash paid for the acquisition of HBA Legal in the 2021 period. Capital expenditures were $12.2 million in 2021 compared to $14.3 million in 2020.

 

44


 

Cash Used in/Provided by Financing Activities

Cash used in financing activities was $0.4 million for the six months ended June 30, 2021, compared with cash provided by financing activities of $11.4 million for the 2020 period. We paid $6.4 million in dividends in the six months ended June 30, 2021 compared with $4.9 million in the 2020 period. During the first six months of 2021, there was a decrease of $11.0 million of net borrowing from our revolving credit facility, compared with a net increase during the first six months of 2020 of $19.2 million, due the economic uncertainty in the 2020 period. Share repurchases totaled $3.0 million in the 2021 period, compared with $2.7 million for the first six months of 2020.

Other Matters Concerning Liquidity and Capital Resources

As a component of our credit facility, we maintain a letter of credit facility to satisfy certain contractual obligations. Including $11.3 million of undrawn letters of credit issued under the letter of credit facility, the available balance under our credit facility totaled $317.1 million at June 30, 2021. 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. However, certain events, such as the COVID-19 pandemic, could impact the level and timing of our short-term debt obligations in the future. 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 $125.0 million as of June 30, 2021 compared with $113.6 million at December 31, 2020.

Our liquidity is defined as cash on hand and borrowing capacity under our Amended and Restated Credit Agreement with Wells Fargo, as amended (the “Credit Agreement”) based on our trailing twelve month EBITDA, as defined in our Credit Agreement. At June 30, 2021, we had $44.7 million of cash on hand and, based on trailing twelve month EBITDA, additional borrowing capacity of $243.5 million, resulting in total liquidity of $288.2 million at June 30, 2021. We have not applied for governmental loans to support the Company’s operations but did take advantage of certain aspects of the CARES Act in 2020, such as the deferral of payroll tax deposits. In addition, there are numerous international legislative responses that we continue to evaluate, such as the CEWS program where we have received a benefit during 2020 and 2021. We do not expect to benefit from the CEWS subsidy in future periods.

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 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 $51.6 million and overfunded by $36.8 million, respectively, at December 31, 2020, based on accumulated benefit obligations of $448.6 million and $267.2 million for the U.S. Qualified Plan and the U.K. plans, respectively.

For the six months ended June 30, 2021, the Company made $4.5 million in contributions to its U.S. defined benefit pension plan and $0.4 million to its U.K defined benefit pension plans. During the comparable period in 2020 the Company made $3.0 million in contributions to the U.S. defined benefit pension plan and $0.3 million was contributed to the U.K. defined benefit plans. The Company expects to make an additional $4.5 million in contributions to its U.S. defined benefit pension plan in 2021 but does not expect to make any additional contributions to its U.K. plans during the remainder of 2021. 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 six months ended June 30, 2021, we paid $6.4 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, the impact of the COVID-19 pandemic on our business, and covenants and other restrictions contained in any credit facilities or other financing agreements. The covenants in our existing credit facility limit dividend payments to shareholders.

Financial Condition

Other significant changes on our unaudited Condensed Consolidated Balance Sheet as of June 30, 2021, compared with our unaudited Condensed Consolidated Balance Sheet as of December 31, 2020 were as follows:

Unbilled revenues increased $7.0 million excluding foreign currency exchange impacts. This increase was primarily due to an increase in weather related activity in the U.S., U.K. and Australia in our Crawford Loss Adjusting and Platform Solutions segments.
Accounts payable and accrued liabilities decreased $11.3 million excluding foreign exchange impacts. The decrease is primarily due to the timing of employee incentive payments.

 

45


 

Accrued retirement costs decreased $9.9 million excluding foreign exchange impacts. The decrease is related to the timing of annual payments such as our 401K match program as well as a contribution to the U.S. defined benefit pension plan in the second quarter.

At June 30, 2021, 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, 2020, 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

Except as set forth below, 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, 2020.

New Accounting Standards Adopted

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

Pending Adoption of New Accounting Standards

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

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, 2020. Our exposures to market risk have not changed materially since December 31, 2020.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. 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 our 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. There are inherent limitations in all control systems, including the realities that judgments in decision-making can be faulty, and that 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 our 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.

 

46


 

As of the end of the period covered by this report, we performed an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(b) and 15d-15(b). Based upon the foregoing, the Chief Executive Officer along with the Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective at providing reasonable assurance that all information relating to the Company (including its consolidated subsidiaries) required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported in a timely manner.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II — OTHER INFORMATION

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, 2020 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 May 9, 2019 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, 2020 (the "2019 Repurchase Authorization"). The Company’s Board of Directors subsequently amended this authorization to allow for repurchases through December 31, 2021. Under the 2019 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. Since December 31, 2020, the Company has purchased 337,165 shares pursuant to the 2019 Repurchase Authorization. As of June 30, 2021, the Company was authorized to repurchase 304,932 shares under the 2019 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 of March 31, 2021

 

 

 

 

 

 

 

 

 

 

 

493,198

 

April 1, 2021 - April 30, 2021

 

 

 

 

 

 

 

 

 

 

 

 

CRD-A

 

 

 

 

$

 

 

 

 

 

 

 

CRD-B

 

 

 

 

$

 

 

 

 

 

 

 

Totals of April 30, 2021

 

 

 

 

 

 

 

 

 

 

 

493,198

 

May 1, 2021 - May 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

CRD-A

 

 

79,782

 

 

$

9.73

 

 

 

79,782

 

 

 

 

CRD-B

 

 

8,484

 

 

$

9.42

 

 

 

8,484

 

 

 

 

Totals of May 31, 2021

 

 

 

 

 

 

 

 

 

 

 

404,932

 

June 1, 2021 - June 30, 2021

 

 

 

 

 

 

 

 

 

 

 

 

CRD-A

 

 

86,369

 

 

$

9.57

 

 

 

86,369

 

 

 

 

CRD-B

 

 

13,631

 

 

$

9.26

 

 

 

13,631

 

 

 

 

Totals as of June 30, 2021

 

 

188,266

 

 

 

 

 

 

188,266

 

 

 

304,932

 

 

 

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Item 6. Exhibits

 

Exhibit

 

 

No.

 

Description

15

 

Letter of Ernst & Young LLP

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

 

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

 

XBRL Taxonomy Extension Schema Document

101.CAL

 

XBRL Taxonomy Calculation Linkbase Document

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

 

XBRL Taxonomy Label Linkbase Document

101.PRE

 

XBRL Taxonomy Presentation Linkbase Document

104

 

Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document and included in Exhibit 101)

 

 

 

 

 

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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:

August 3, 2021

 

 

/s/ Rohit Verma

 

 

 

 

Rohit Verma

 

 

 

 

Chief Executive Officer

 

 

 

 

(Principal Executive Officer)

 

 

 

 

 

 

 

 

Date:

August 3, 2021

 

 

/s/ W. Bruce Swain

 

 

 

 

W. Bruce Swain

 

 

 

 

Executive Vice President and Chief Financial Officer

 

 

 

 

(Principal Financial Officer)

 

 

 

50