CRAWFORD & CO - Quarter Report: 2021 March (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 March 31, 2021


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

for the transition period from ____ to ____

Commission file number 1-10356

CRAWFORD & COMPANY

(Exact name of Registrant as specified in its charter)



Georgia		58-0506554
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

5335 Triangle Parkway
Peachtree Corners, Georgia		30092
(Address of principal executive offices)		(Zip Code)

(404) 300-1000

(Registrant's telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act:




Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock — $1.00 Par Value	CRD-A	New York Stock Exchange, 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 April 28, 2021, was as follows:

Class A Common Stock, $1.00 par value: 30,888,325

Class B Common Stock, $1.00 par value: 22,451,307

CRAWFORD & COMPANY

Quarterly Report on Form 10-Q

Quarter Ended March 31, 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 March 31, 2021 and 2020	3

	Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) for the three months ended March 31, 2021 and 2020	4

	Condensed Consolidated Balance Sheets (unaudited) as of March 31, 2021 and December 31, 2020	5

	Condensed Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2021 and 2020	7

	Condensed Consolidated Statements of Shareholders' Investment (unaudited) as of and for the three months ended March 31, 2021 and 2020	8

	Notes to Condensed Consolidated Financial Statements (unaudited)	9

	Report of Independent Registered Public Accounting Firm	21

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	22

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36

Item 4.	Controls and Procedures	37

Part II. Other Information

Item 1A.	Risk Factors	38

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38

Item 6.	Exhibits	39

Signatures		40

Part I — Financial Information

Item 1. Financial Statements

CRAWFORD & COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Unaudited

	Three Months Ended March 31,
(In thousands, except per share amounts)	2021		2020
Revenues:

Revenues before reimbursements	$	253,181	$	237,531
Reimbursements		8,974		8,515
Total Revenues		262,155		246,046

Costs and Expenses:

Costs of services provided, before reimbursements		185,202		177,604
Reimbursements		8,974		8,515
Total costs of services		194,176		186,119

Selling, general, and administrative expenses		58,702		55,754

Corporate interest expense, net of interest income of $31 and $111, respectively		1,582		2,224

Goodwill impairment		—		17,674

Restructuring costs		—		5,714

Total Costs and Expenses		254,460		267,485

Other Income (Expense), net		810		(206	)

Income (Loss) Before Income Taxes		8,505		(21,645	)

Provision (Benefit) for Income Taxes		2,471		(8,486	)

Net Income (Loss)		6,034		(13,159	)

Net Loss Attributable to Noncontrolling Interests and Redeemable Noncontrolling Interests		30		1,760

Net Income (Loss) Attributable to Shareholders of Crawford & Company	$	6,064	$	(11,399	)

Earnings (Loss) Per Share - Basic:
Class A Common Stock	$	0.11	$	(0.21	)
Class B Common Stock	$	0.11	$	(0.23	)

Earnings (Loss) Per Share - Diluted:
Class A Common Stock	$	0.11	$	(0.21	)
Class B Common Stock	$	0.11	$	(0.23	)

Weighted-Average Shares Used to Compute Basic Earnings Per Share:
Class A Common Stock		30,824		30,562
Class B Common Stock		22,464		22,578

Weighted-Average Shares Used to Compute Diluted Earnings Per Share:
Class A Common Stock		31,106		30,562
Class B Common Stock		22,464		22,578

(See accompanying notes to condensed consolidated financial statements)

CRAWFORD & COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Unaudited

	Three Months Ended March 31,
(In thousands)	2021		2020
Net Income (Loss)	$	6,034	$	(13,159	)

Other Comprehensive Income (Loss):
Net foreign currency translation gain (loss), net of tax of $0 and $0, respectively		10,624		(3,472	)

Amortization of actuarial losses for retirement plans included in net periodic pension cost, net of tax of $686 and $651, respectively		1,952		1,928

Other Comprehensive Income (Loss)		12,576		(1,544	)

Comprehensive Income (Loss)		18,610		(14,703	)

Comprehensive loss attributable to noncontrolling interests and redeemable noncontrolling interests		44		1,759

Comprehensive Income (Loss) Attributable to Shareholders of Crawford & Company	$	18,654	$	(12,944	)

(See accompanying notes to condensed consolidated financial statements)

CRAWFORD & COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

Unaudited

			*
(In thousands)	March 31, 2021		December 31, 2020
ASSETS
Current Assets:
Cash and cash equivalents	$	42,723	$	44,656
Accounts receivable, less allowance for doubtful accounts of $9,106 and $9,464, respectively		126,214		123,060
Unbilled revenues, at estimated billable amounts		114,383		103,528
Income taxes receivable		1,269		1,269
Prepaid expenses and other current assets		30,531		29,490
Total Current Assets		315,120		302,003
Net Property and Equipment		35,201		36,402
Other Assets:
Operating lease right-of-use assets, net		109,537		109,315
Goodwill		74,242		66,537
Intangible assets arising from business acquisitions, net		71,501		71,176
Capitalized software costs, net		70,980		71,021
Deferred income tax assets		25,208		25,595
Other noncurrent assets		70,945		70,935
Total Other Assets		422,413		414,579
TOTAL ASSETS	$	772,734	$	752,984

*	Derived from the audited Consolidated Balance Sheet

(See accompanying notes to condensed consolidated financial statements)

CRAWFORD & COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS — CONTINUED

Unaudited

				*
(In thousands, except par value amounts)	March 31, 2021			December 31, 2020
LIABILITIES AND SHAREHOLDERS' INVESTMENT
Current Liabilities:
Short-term borrowings	$	3,795		$	1,837
Accounts payable		39,724			41,544
Accrued compensation and related costs		74,721			81,848
Self-insured risks		10,112			11,390
Income taxes payable		6,533			5,822
Operating lease liability		32,257			32,745
Other accrued liabilities		38,259			40,375
Deferred revenues		29,796			27,233
Total Current Liabilities		235,197			242,794
Noncurrent Liabilities:
Long-term debt and finance leases, less current installments		115,433			111,758
Operating lease liability		93,785			93,228
Deferred revenues		24,381			24,136
Accrued pension liabilities		51,366			53,886
Other noncurrent liabilities		50,014			40,254
Total Noncurrent Liabilities		334,979			323,262
Shareholders' Investment:
Class A common stock, $1.00 par value; 50,000 shares authorized; 30,850 and 30,847 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively		30,850			30,847
Class B common stock, $1.00 par value; 50,000 shares authorized; 22,451 and 22,510 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively		22,451			22,510
Additional paid-in capital		68,715			67,193
Retained earnings		267,070			265,245
Accumulated other comprehensive loss		(186,266	)		(198,856	)
Shareholders' Investment Attributable to Shareholders of Crawford & Company		202,820			186,939
Noncontrolling interests		(262	)		(11	)
Total Shareholders' Investment		202,558			186,928
TOTAL LIABILITIES AND SHAREHOLDERS' INVESTMENT	$	772,734		$	752,984

*	Derived from the audited Consolidated Balance Sheet

(See accompanying notes to condensed consolidated financial statements)

CRAWFORD & COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited

	Three Months Ended March 31,
(In thousands)	2021			2020
Cash Flows From Operating Activities:
Net income (loss)	$	6,034		$	(13,159	)
Reconciliation of net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		10,478			10,060
Goodwill impairment		—			17,674
Stock-based compensation		1,609			880
Changes in operating assets and liabilities:
Accounts receivable, net		888			6,084
Unbilled revenues, net		(6,632	)		(7,240	)
Accrued or prepaid income taxes		511			(10,355	)
Accounts payable and accrued liabilities		(8,032	)		(4,617	)
Deferred revenues		1,783			2,898
Accrued retirement costs		(5,457	)		(8,638	)
Prepaid expenses and other operating activities		395			(1,565	)
Net cash provided by (used in) operating activities		1,577			(7,978	)

Cash Flows From Investing Activities:
Acquisitions of property and equipment		(618	)		(2,708	)
Capitalization of computer software costs		(4,354	)		(4,803	)
Proceeds from settlement of life insurance policies		3,054			—
Payments for business acquisitions, net of cash acquired		(3,786	)		—
Net cash used in investing activities		(5,704	)		(7,511	)

Cash Flows From Financing Activities:
Cash dividends paid		(3,198	)		(3,268	)
Repurchases of common stock		(1,190	)		(2,666	)
Increases in revolving credit facility borrowings		17,126			65,179
Payments on revolving credit facility borrowings		(11,729	)		(11,910	)
Other financing activities		(399	)		(146	)
Net cash provided by financing activities		610			47,189
Effects of exchange rate changes on cash and cash equivalents		1,584			(392	)
(Decrease) increase in cash and cash equivalents		(1,933	)		31,308
Cash and cash equivalents at beginning of year		44,656			51,802
Cash and cash equivalents at end of period	$	42,723		$	83,110

(See accompanying notes to condensed consolidated financial statements)

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

	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
Increase 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

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

(See accompanying notes to condensed consolidated financial statements)

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 months ended March 31, 2021 and financial position as of March 31, 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 March 31, 2021 and December 31, 2020, the liabilities of the deferred compensation plan were $7,875,000 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 $13,287,000 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.

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. to be paid 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 quarter 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 once the application is filed. The Company recognized $1,877,000 as a reduction of compensation expense for the three months ended March 31, 2021. The Company will continue to evaluate the impact of government subsidies each period.

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.

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 months ended March 31, 2021 and 2020:

	Three Months Ended
(in thousands)	March 31, 2021		March 31, 2020
U.S.	$	34,985	$	30,478
U.K.		24,898		26,192
Australia		17,094		14,793
Canada		13,606		15,645
Europe		12,591		12,080
Rest of World		9,363		7,916
Total Crawford Loss Adjusting Revenues before Reimbursements	$	112,537	$	107,104

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.

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 months ended March 31, 2021 and 2020:

	Three Months Ended March 31, 2021						Three Months Ended March 31, 2020
(in thousands)	Claims Management Services		Medical Management Services		Total		Claims Management Services		Medical Management Services		Total
U.S.	$	38,150	$	36,126	$	74,276	$	36,024	$	42,069	$	78,093
U.K.		4,879		—		4,879		4,013		—		4,013
Canada		5,186		—		5,186		6,449		—		6,449
Europe and Rest of World		13,904		—		13,904		9,442		—		9,442
Total Crawford TPA Solutions Revenues before Reimbursements	$	62,119	$	36,126	$	98,245	$	55,928	$	42,069	$	97,997

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.

The following table presents Crawford Platform Solutions revenues before reimbursements disaggregated by service line and geography for the three months ended March 31, 2021 and 2020:

	Three Months Ended March 31, 2021						Three Months Ended March 31, 2020
(in thousands)	Contractor Connection		Network Business		Total		Contractor Connection		Network Business		Total
U.S.	$	16,517	$	19,624	$	36,141	$	15,326	$	10,549	$	25,875
U.K.		2,429		17		2,446		2,158		20		2,178
Canada		1,631		811		2,442		1,417		1,709		3,126
Europe and Rest of World		405		965		1,370		137		1,114		1,251
Total Crawford Platform Solutions Revenues before Reimbursements	$	20,982	$	21,417	$	42,399	$	19,038	$	13,392	$	32,430

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.

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 three months ended March 31, 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

Remaining Performance Obligations

As of March 31, 2021, the Company had $92,686,000 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. Accordingly, it 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. The Company has included assumptions related to expected credit losses from the impact of the COVID-19 pandemic in its results of operations for the three months ended March 31, 2021.

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 $2,471,000 and a benefit of $(8,486,000) for the three months ended March 31, 2021 and 2020, respectively. The overall effective tax rate

decreased to 29.1% for the three months ended March 31, 2021 compared with 39.2% for the 2020 period primarily due to the impact of the goodwill impairment in the prior year period.

6. Defined Benefit Pension Plans

Net periodic cost related to all of the Company's defined benefit pension plans recognized in the Company's unaudited Condensed Consolidated Statements of Operations for the three months ended March 31, 2021 and 2020 included the following components:

	Three Months Ended
(in thousands)	March 31, 2021			March 31, 2020
Service cost	$	303		$	320
Interest cost		2,818			4,141
Expected return on assets		(6,270	)		(7,018	)
Amortization of actuarial loss		2,642			2,620
Net periodic (benefit)/cost	$	(507	)	$	63

For the three months ended March 31, 2021 and 2020, the non-service components of net periodic pension benefit of $(810,000) and $(257,000), respectively, are included in "Other Income (Expense), net" on the unaudited Condensed Consolidated Statement of Operations. For the three months ended March 31, 2021, the Company made no contribution to the U.S. defined benefit pension plan and made contributions of $157,000 to the U.K. defined benefit pension plans. For the three months ended March 31, 2020, the Company made contributions of $3,000,000 to the U.S. defined benefit plan and $156,000 to the U.K. defined benefit pension plans, respectively.

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. During the first quarter of 2021, the Board of Directors declared the same dividend on CRD-A and CRD-B, while during the first quarter of 2020, the Board of Directors declared a higher dividend on CRD-A than on CRD-B.

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

	Three Months Ended
	March 31, 2021				March 31, 2020
(in thousands, except per share amounts)	CRD-A		CRD-B		CRD-A			CRD-B
Earnings (Loss) per share - basic:
Numerator:
Allocation of undistributed earnings (loss)	$	1,658	$	1,208	$	(8,436	)	$	(6,232	)
Dividends paid		1,851		1,347		2,140			1,129
Net income (loss) attributable to common shareholders, basic	$	3,509	$	2,555	$	(6,296	)	$	(5,103	)

Denominator:
Weighted-average common shares outstanding, basic		30,824		22,464		30,562			22,578
Earnings (loss) per share - basic	$	0.11	$	0.11	$	(0.21	)	$	(0.23	)

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

	Three Months Ended
	March 31, 2021				March 31, 2020
(in thousands, except per share amounts)	CRD-A		CRD-B		CRD-A			CRD-B
Earnings (Loss) per share - diluted:
Numerator:
Allocation of undistributed earnings (loss)	$	1,664	$	1,202	$	(8,436	)	$	(6,232	)
Dividends paid		1,851		1,347		2,140			1,129
Net income (loss) attributable to common shareholders, diluted	$	3,515	$	2,549	$	(6,296	)	$	(5,103	)

Denominator:
Weighted-average common shares outstanding, basic		30,824		22,464		30,562			22,578
Weighted-average effect of dilutive securities		282		—		—			—
Weighted-average common shares outstanding, diluted		31,106		22,464		30,562			22,578
Earnings (loss) per share - diluted	$	0.11	$	0.11	$	(0.21	)	$	(0.23	)

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
(in thousands)	March 31, 2021		March 31, 2020
Shares underlying stock options excluded		972		1,904
Performance stock grants excluded because performance conditions have not been met ⁽¹⁾		929		932

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

The following table details shares issued during the three months ended March 31, 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
(in thousands)	March 31, 2021		March 31, 2020
CRD-A issued under the Non-Employee Director Stock Plan		92		81
CRD-A issued under the U.K. ShareSave Scheme		1		1

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, 2021 (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 March 31, 2021, the Company had remaining authorization to repurchase 493,198 shares under the 2019 Repurchase Authorization.

During the three months ended March 31, 2021, the Company repurchased 90,062 shares of CRD-A and 58,837 shares CRD-B at an average cost of $8.05 and $7.90, respectively. During the three months ended March 31, 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.

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 $822,000 for the three months ended March 31, 2021, and losses of $(818,000) for the three months ended March 31, 2020. The changes in components of "Accumulated other comprehensive loss" ("AOCL"), net of taxes and noncontrolling interests, included in the Company's unaudited condensed consolidated financial statements were as follows:

	Three Months Ended March 31, 2021
(in thousands)	Foreign currency translation adjustments			Retirement liabilities ⁽¹⁾			AOCL attributable to shareholders of Crawford & Company
Beginning balance	$	(30,792	)	$	(168,064	)	$	(198,856	)
Other comprehensive income before reclassifications		10,638			—			10,638
Amounts reclassified from accumulated other comprehensive income to net income		—			1,952			1,952
Net current period other comprehensive income		10,638			1,952			12,590
Ending balance	$	(20,154	)	$	(166,112	)	$	(186,266	)

	Three Months Ended March 31, 2020
(in thousands)	Foreign currency translation adjustments			Retirement liabilities ⁽¹⁾			AOCL attributable to shareholders of Crawford & Company
Beginning balance	$	(35,850	)	$	(171,057	)	$	(206,907	)
Other comprehensive loss before reclassifications		(3,473	)		—			(3,473	)
Amounts reclassified from accumulated other comprehensive income to net income		—			1,928			1,928
Net current period other comprehensive (loss) income		(3,473	)		1,928			(1,545	)
Acquisition of noncontrolling interest		576			—			576
Ending balance	$	(38,747	)	$	(169,129	)	$	(207,876	)

⁽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.

9. Fair Value Measurements

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

			Fair Value Measurements at March 31, 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⁾	$	10,027	$	10,027	$	—	$	—

Liabilities:
Contingent earnout liability ⁽²⁾		8,786		—		—		8,786

⁽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 is $15,600,000. The change in the contingent earnout liability is primarily due to the business acquisition recorded during the three months ended March 31, 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 months ended March 31, 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

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.

10. Segment Information

Financial information for the three months ended March 31, 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
(in thousands)	March 31, 2021			March 31, 2020
Revenues:
Crawford Loss Adjusting	$	112,537		$	107,104
Crawford TPA Solutions		98,245			97,997
Crawford Platform Solutions		42,399			32,430
Total segment revenues before reimbursements		253,181			237,531
Reimbursements		8,974			8,515
Total revenues	$	262,155		$	246,046

Segment Operating Earnings
Crawford Loss Adjusting	$	4,862		$	672
Crawford TPA Solutions		4,716			6,298
Crawford Platform Solutions		4,601			3,139
Total segment operating earnings		14,179			10,109

Deduct:
Unallocated corporate and shared costs, net		(1,153	)		(3,096	)
Net corporate interest expense		(1,582	)		(2,224	)
Stock option expense		(140	)		(290	)
Amortization of customer-relationship intangible assets		(2,799	)		(2,756	)
Goodwill impairment		—			(17,674	)
Restructuring costs		—			(5,714	)
Income before income taxes	$	8,505		$	(21,645	)

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, 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.

•

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
(in thousands)	March 31, 2021		March 31, 2020
Crawford TPA Solutions
Claims Management Services	$	62,119	$	55,928
Medical Management Services		36,126		42,069
Total Revenues before Reimbursements--Crawford TPA Solutions	$	98,245	$	97,997
Crawford Platform Solutions
Contractor Connection	$	20,982	$	19,038
Network Business		21,417		13,392
Total Revenues before Reimbursements--Crawford Platform Solutions	$	42,399	$	32,430

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 March 31, 2021, the aggregate committed amount of letters of credit outstanding under the credit facility was $11,512,000.

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 months ended March 31, 2021compared with $5,714,000 for the three months ended March 31, 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.

As of March 31, 2021, the following liabilities remained on the Company's unaudited Condensed Consolidated Balance Sheets related to restructuring costs. The rollforward of these liabilities to March 31, 2021were as follows:

	Three months ended March 31, 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		(230	)		16			(214	)
Cash payments		(1,288	)		(98	)		(1,386	)
Ending balance, March 31, 2021	$	1,851		$	508		$	2,359

13. Business Acquisitions

On November 1, 2020, the Company acquired 100% of HBA Group in Australia, including 100% of the stock 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 synergies of the work force in place and business resources 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 valuation of the assets acquired and liabilities assumed for HBA Group is as follows:

(in thousands)	Opening Balance Sheet, Adjusted as of March 31, 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

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 March 31, 2021, the related condensed consolidated statements of operations, comprehensive income (loss), cash flows and shareholders’ investment for the three-month periods ended March 31, 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

May 5, 2021

lostItem 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:

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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,

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changes in global economic conditions,

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the impact of global pandemics, such as COVID-19, on claim volumes,

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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,

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our U.S., U.K. and other international defined benefit pension plans and our future funding obligations thereunder,

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our ability to complete any transaction involving the acquisition or disposition of assets on terms and at times acceptable to us,

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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,

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our ability to attract and retain qualified personnel,

•

our ability to renew existing contracts with clients on satisfactory terms,

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our ability to collect amounts due from our clients and others,

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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,

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our ability to prevent or detect cybersecurity breaches and cyber incidents,

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our ability to achieve targeted integration goals with the consolidation and migration of multiple software platforms,

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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.

The following Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") should be read in conjunction with (i) our unaudited condensed consolidated financial statements and accompanying notes thereto for the three months ended March 31, 2021 and 2020, and as of March 31, 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.

•

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.

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 $15.7 million, or 6.6%, for the three months ended March 31, 2021 compared with the same period of 2020. This increase was primarily due to an increase in weather related activity and an increase in new client growth in our Crawford Loss Adjusting and Crawford Platform Solutions operating segments, partially offset by the continued economic impact of the COVID-19 pandemic in our Crawford TPA Solutions segment. Changes in foreign exchange rates increased our consolidated revenues before reimbursements by $5.3 million, or 2.2%, for the three months ended March 31, 2021 as compared with the prior year period. To illustrate this impact, segment revenues are presented below, using a constant exchange rate, for the three months ended March 31, 2021.

	Three Months Ended							Three Months Ended
								Based on exchange rates for the three months ended March 31, 2020
(in thousands, except percentages)	March 31, 2021		March 31, 2020		Variance			March 31, 2021		% Variance
Revenues:
Crawford Loss Adjusting	$	112,537	$	107,104		5.1	%	$	108,874		1.7	%
Crawford TPA Solutions		98,245		97,997		0.3	%		96,952		(1.1	)%
Crawford Platform Solutions		42,399		32,430		30.7	%		42,089		29.8	%
Total revenues before reimbursements		253,181		237,531		6.6	%		247,915		4.4	%
Reimbursements		8,974		8,515		5.4	%		8,765		2.9	%
Total Revenues	$	262,155	$	246,046		6.5	%	$	256,680		4.3	%

Excluding foreign currency impacts, consolidated revenues before reimbursements increased $10.4 million, or 4.4%, for the three months ended March 31, 2021. Revenues from the Crawford Loss Adjusting segment increased in the three months ended March 31, 2021 due to an increase in weather related cases in the U.S. and Australia, partially offset by the sale of Lloyd Warwick International (“LWI”) in June 2020. Revenues from the Crawford TPA Solutions segment increased slightly for the quarter due to the change in foreign exchange rates. Based on constant exchange rates there was a decrease in Crawford TPA Solutions revenues, primarily in the U.S. and Canada as a result of the economic impact of COVID-19, partially offset by increased revenues from recent acquisitions. 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 $2.0 million positive increase in total company revenues in the 2021 first quarter as a result of acquisitions and dispositions in 2020 and 2021. See Note 13, “Business Acquisitions” of our accompanying consolidated financial statements for more details on this activity.

The Company estimates that COVID-19 negatively impacted its revenues in the range of $5.0 to $10.0 million for the three months ended March 31, 2021 as compared with the prior year period. We expect the ongoing global economic slowdown resulting from COVID-19 could have a material impact to our results of operations, financial condition, and cash flows in one or more future quarters.

Overall, there was an increase in cases received of 0.5% for the three months ended March 31, 2021 compared with the 2020 period, primarily due to the increase in weather related activity in the U.S. As a result of the economic contraction 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 months ended March 31, 2021 and 2020:

	Three Months Ended
(whole numbers, except percentages)	March 31, 2021		March 31, 2020		Variance
Crawford Loss Adjusting		85,552		83,101		2.9	%
Crawford TPA Solutions		188,274		207,486		(9.3	)%
Crawford Platform Solutions		115,964		97,088		19.4	%
Total Crawford Cases Received		389,790		387,675		0.5	%

To illustrate exposure to the impact of changes in foreign currencies, revenues before reimbursements are presented below by denominated currency for the three months ended March 31, 2021:

		Three Months Ended
		March 31, 2021					March 31, 2020
(in thousands)		USD equivalent		% of total			USD equivalent		% of total
U.S.	USD	$	145,402		57.4	%	$	134,446		56.6	%
U.K.	GBP		32,223		12.7	%		32,383		13.6	%
Canada	CAD		21,234		8.4	%		25,220		10.6	%
Australia	AUD		24,210		9.6	%		16,906		7.1	%
Europe	EUR		13,264		5.2	%		13,389		5.6	%
Rest of World			16,848		6.7	%		15,187		6.5	%
Total Revenues, before reimbursements		$	253,181				$	237,531

Costs of services provided, before reimbursements, increased $7.6 million or 4.3% for the three months ended March 31, 2021, as compared with the same period 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, and the impact of recent acquisitions.

Selling, general, and administrative ("SG&A") expenses increased $2.9 million or 5.3% in the three months ended March 31, 2021 compared with the 2020 period. This increase was due to an increase in compensation expense, including incentive compensation, an increase in centralized data processing costs, and the impact of recent acquisitions.

We received a benefit from the Canada Emergency Wage Subsidy totaling $1.9 million in the three months ended March 31, 2021. 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 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.

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, 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, 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, and restructuring costs follows the discussion and analysis of the results of operations of our three operating segments.

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.

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
(in thousands, except percentages)	March 31, 2021			March 31, 2020
Revenues:
Crawford Loss Adjusting	$	112,537		$	107,104
Crawford TPA Solutions		98,245			97,997
Crawford Platform Solutions		42,399			32,430
Total Revenues before reimbursements		253,181			237,531
Reimbursements		8,974			8,515
Total Revenues	$	262,155		$	246,046
Direct Compensation, Fringe Benefits & Non-Employee Labor:
Crawford Loss Adjusting	$	73,585		$	70,573
% of related revenues before reimbursements		65.4	%		65.9	%
Crawford TPA Solutions		62,955			61,400
% of related revenues before reimbursements		64.1	%		62.7	%
Crawford Platform Solutions		27,369			20,409
% of related revenues before reimbursements		64.6	%		62.9	%
Total	$	163,909		$	152,382
% of Revenues before reimbursements		64.7	%		64.2	%
Expenses Other than Direct Compensation, Fringe Benefits & Non-Employee Labor:
Crawford Loss Adjusting	$	34,090		$	35,859
% of related revenues before reimbursements		30.3	%		33.5	%
Crawford TPA Solutions		30,574			30,299
% of related revenues before reimbursements		31.1	%		30.9	%
Crawford Platform Solutions		10,429			8,882
% of related revenues before reimbursements		24.6	%		27.4	%
Total before reimbursements		75,093			75,040
% of Revenues before reimbursements		29.7	%		31.6	%
Reimbursements		8,974			8,515
Total	$	84,067		$	83,555
% of Revenues		32.1	%		34.0	%
Segment Operating Earnings:
Crawford Loss Adjusting	$	4,862		$	672
% of related revenues before reimbursements		4.3	%		0.6	%
Crawford TPA Solutions		4,716			6,298
% of related revenues before reimbursements		4.8	%		6.4	%
Crawford Platform Solutions		4,601			3,139
% of related revenues before reimbursements		10.9	%		9.7	%
Deduct:
Unallocated corporate and shared costs, net		(1,153	)		(3,096	)
Net corporate interest expense		(1,582	)		(2,224	)
Stock option expense		(140	)		(290	)
Amortization of customer-relationship intangible assets		(2,799	)		(2,756	)
Goodwill impairment		—			(17,674	)
Restructuring costs		—			(5,714	)
Income (loss) before income taxes		8,505			(21,645	)
(Provision) benefit for income taxes		(2,471	)		8,486
Net income (loss)		6,034			(13,159	)
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests		30			1,760
Net income (loss) attributable to shareholders of Crawford & Company	$	6,064		$	(11,399	)

CRAWFORD LOSS ADJUSTING SEGMENT

Operating earnings in our Crawford Loss Adjusting segment increased to $4.9 million, or 4.3% of revenues before reimbursements, for the three months ended March 31, 2021, compared with 2020 operating earnings of $0.7 million, or 0.6% 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 $0.6 million expense benefit in the three months ended March 31, 2021 as a result of the Canada Emergency Wage Subsidy (“CEWS”).

Excluding centralized indirect support costs, gross profit increased from $22.5 million, or 21.0% of revenues before reimbursements in 2020, to $25.4 million, or 22.6% of revenues before reimbursements, in the three months ended March 31, 2021, due primarily to the increase in revenues.

Operating results for our Crawford Loss Adjusting segment, including gross profit, are as shown in the following table:

	In thousands (except percentages)
	Based on actual exchange rates
Three Months Ended March 31,	2021			2020			Variance
Revenues	$	112,537		$	107,104			5.1	%
Direct expenses		87,098			84,587			3.0	%
Gross profit		25,439			22,517			13.0	%
Indirect expenses		20,577			21,845			(5.8	)%
Total Crawford Loss Adjusting Operating Earnings	$	4,862		$	672			623.5	%

Gross profit margin		22.6	%		21.0	%		1.6	%
Operating margin		4.3	%		0.6	%		3.7	%

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 months ended March 31, 2021 and 2020 were as follows:

	Three Months Ended
	Based on actual exchange rates							Based on exchange rates for the three months ended March 31, 2020
(in thousands, except percentages)	March 31, 2021		March 31, 2020		Variance			March 31, 2021		Variance
U.S.	$	34,985	$	30,478		14.8	%	$	34,985		14.8	%
U.K.		24,898		26,192		(4.9	)%		24,178		(7.7	)%
Australia		17,094		14,793		15.6	%		15,600		5.5	%
Canada		13,606		15,645		(13.0	)%		12,850		(17.9	)%
Europe		12,591		12,080		4.2	%		11,793		(2.4	)%
Rest of World		9,363		7,916		18.3	%		9,468		19.6	%
Total Crawford Loss Adjusting Revenues before Reimbursements	$	112,537	$	107,104		5.1	%	$	108,874		1.7	%

Revenues before reimbursements from our Crawford Loss Adjusting segment totaled $112.5 million in the three months ended March 31, 2021, compared with $107.1 million in the 2020 period. This increase was due to an increase in weather related cases in the U.S. and Australia. Changes in foreign exchange rates resulted in an increase of our Crawford Loss Adjusting segment revenues by approximately 3.4%, or $3.7 million, for the three months ended March 31, 2021 as compared with the 2020 period. Absent foreign exchange rate fluctuations, Crawford Loss Adjusting segment revenues would have been $108.9 million for the three months ended March 31, 2021. There was also a $2.1 million net decrease, or 2.0% 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 2.9% for the three months ended March 31, 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 three months ended March 31, 2021 compared with the same period in 2020.

The increase in revenues in the U.S. for the three months ended March 31, 2021 was due to the increase in weather related cases in the 2021 period. Based on constant foreign exchange rates, there was a decrease in revenues in the U.K. for 2021 compared with 2020 primarily due to the LWI disposition in June 2020. Revenues in Canada decreased in 2021 due to the continued negative economic impact of COVID-19. There was an increase in revenues in Australia due to an increase in weather related cases. There was a decrease in revenues in Europe in 2021 due to a change in the mix of services provided in Norway and Italy. The increase in revenues in Rest of World for the three months ended March 31, 2021, compared with the 2020 period, was primarily due to the acquisition in Chile in October 2020, partially offset by a decrease in Asia.

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 $5.9 million and $6.2 million for the three months ended March 31, 2021 and 2020, respectively. The decrease in reimbursed expenses was 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 months ended March 31, 2021 and 2020 were as follows:

	Three Months Ended
(whole numbers, except percentages)	March 31, 2021		March 31, 2020		Variance
U.S.		35,493		34,445		3.0	%
U.K.		15,835		13,012		21.7	%
Australia		11,997		11,858		1.2	%
Europe		8,539		9,485		(10.0	)%
Rest of World		7,366		6,310		16.7	%
Canada		6,322		7,991		(20.9	)%
Total Crawford Loss Adjusting Cases Received		85,552		83,101		2.9	%

Overall, there was an increase in cases received of 2.9% for the three months ended March 31, 2021, compared with the 2020 period. The increase in U.S. case volumes was due to an increase in weather related activity. The U.K. case volumes were higher in the 2021 period 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 an increase in cases in Australia due to an increase in weather related activity in the current year. There was a decrease in cases received in Europe in 2021 due to a change in the mix of services provided. There was an increase in cases received in Rest of World primarily due to our acquisition in Chile in the 2020 fourth quarter.

As a result of the economic contraction 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 65.4% for the three months ended March 31, 2021 compared with 65.9% for the 2020 period. The total dollar amount of these expenses increased to $73.6 million for the three months ended March 31, 2021 from $70.6 million for the comparable 2020 period. The increase in amounts was due to the increased revenues and change in foreign exchange rates, and the slight decrease in the percentage of revenues before reimbursements is due to improved employee utilization. There was a benefit of $0.6 million in the three months ended March 31, 2021 as a result of CEWS. There was an average of 3,399 full-time equivalent employees in this segment in the three months ended March 31, 2021 compared with an average of 3,388 in the 2020 period.

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 $34.1 million for the three months ended March 31, 2021 compared with $35.9 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 30.3% for the three months ended March 31, 2021 compared with 33.5% for the 2020 period. This decrease was due to cost reduction initiatives that resulted in lower administrative support expenses.

CRAWFORD TPA SOLUTIONS SEGMENT

Our Crawford TPA Solutions segment, which operates under the Broadspire brand globally, reported operating earnings of $4.7 million, or 4.8% of revenues before reimbursements, for the three months ended March 31, 2021 as compared with $6.3 million, or 6.4% of revenues before reimbursements, for the first quarter of 2020. This decrease was due to lower revenues resulting from the continued negative economic impact of COVID-19 in the U.S. and Canada, partially offset by lower operating and administrative costs. There was a benefit of $0.3 million in the three months ended March 31, 2021 as a result of CEWS.

Excluding centralized indirect support costs, first quarter gross profit decreased from $20.4 million, or 20.8% of revenues before reimbursements, in 2020 to $19.2 million, or 19.5% of revenues before reimbursements, in 2021.

Operating results for our Crawford TPA Solutions segment, including gross profit, are as shown in the following table:

	In thousands (except percentages)
	Based on actual exchange rates
Three Months Ended March 31,	2021			2020			Variance
Revenues	$	98,245		$	97,997			0.3	%
Direct expenses		79,070			77,634			1.8	%
Gross profit		19,175			20,363			(5.8	)%
Indirect expenses		14,459			14,065			2.8	%
Total Crawford TPA Solutions Operating Earnings	$	4,716		$	6,298			(25.1	)%

Gross profit margin		19.5	%		20.8	%		(1.3	)%
Operating margin		4.8	%		6.4	%		(1.6	)%

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 months ended March 31, 2021 and 2020 were as follows:

	Three Months Ended
	Based on actual exchange rates							Based on exchange rates for the three months ended March 31, 2020
(in thousands, except percentages)	March 31, 2021		March 31, 2020		Variance			March 31, 2021		Variance
U.S.	$	74,276	$	78,093		(4.9	)%	$	74,276		(4.9	)%
Europe and Rest of World		13,904		9,442		47.3	%		13,041		38.1	%
Canada		5,186		6,449		(19.6	)%		4,899		(24.0	)%
U.K.		4,879		4,013		21.6	%		4,736		18.0	%
Total Crawford TPA Solutions Revenues before Reimbursements	$	98,245	$	97,997		0.3	%	$	96,952		(1.1	)%

Revenues before reimbursements from our Crawford TPA Solutions segment totaled $98.2 million in the three months ended March 31, 2021 compared with $98.0 million in the 2020 period. This slight increase was primarily due to the change in foreign exchange rates, which resulted in an increase of our Crawford TPA Solutions segment revenues by approximately 1.4%, or $1.3 million, as compared with the 2020 period. Based on constant foreign exchange rates, there was a decrease in revenues in the U.S. and Canada due to the impact of COVID-19 and a decline in Medical Management revenues, partially offset by a $4.2 million increase in revenues due to recent acquisitions in Chile and Australia, or 4.3% of TPA Solutions revenues before reimbursements. Revenues were negatively impacted by a decrease in unit volumes, measured principally by cases received, of 9.3% for the three months ended March 31, 2021 compared with the same period of 2020. Changes in product mix and in the rates charged for those services accounted for a 3.9% revenue increase for the 2021 first quarter compared with the 2020 period.

The decrease in revenues in the U.S. for the three months ended March 31, 2021 was due to a decrease in case volumes as a result of COVID-19 economic conditions and a reduction of Medical Management utilization. Based on constant foreign exchange rates, there was an increase in revenues in the U.K. due to client case volume increases in our legal services service line. Revenues in Canada decreased in the current year primarily due to a decrease in case volumes as a result of COVID-19 economic conditions and the loss of a client. 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.

Reimbursed Expenses included in Total Revenues

Reimbursements for out-of-pocket expenses incurred in our Crawford TPA Solutions segment were $2.6 million for the three months ended March 31, 2021, compared with $2.2 million in the comparable 2020 period. The increase in reimbursed expenses in the 2021 period was due to an 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 months ended March 31, 2021 and 2020 were as follows:

	Three Months Ended
(whole numbers, except percentages)	March 31, 2021		March 31, 2020		Variance
U.S.		125,176		126,673		(1.2	)%
Europe and Rest of World		39,725		48,953		(18.9	)%
U.K.		13,744		12,736		7.9	%
Canada		9,629		19,124		(49.6	)%
Total Crawford TPA Solutions Cases Received		188,274		207,486		(9.3	)%

Overall case volumes were 9.3% lower for the three months ended March 31, 2021, compared with 2020, due to decreases in Canada and Europe. The decreases in the U.S. and Canada were primarily due to the continued negative impact from COVID-19 economic conditions. 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, particularly in the U.S., are sensitive to overall employment levels and workplace reported injuries. As a result of the increased level of unemployment in the U.S. due to the economic contraction from 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 March 31, 2021, direct compensation, fringe benefits, and non-employee labor, as a percent of the related revenues before reimbursements, increased from 62.7% in 2020 to 64.1% in 2021. The total dollar amount of these expenses increased to $63.0 million for the three months ended March 31, 2021 from $61.4 million for the comparable 2020 period. The increase in the amount was due to an increase in average full-time equivalent employees and the recent acquisitions. The increase in expense as a percent of revenues before reimbursements is due to the lower revenues in 2021. There was a benefit of $0.3 million in the three months ended March 31, 2021 as a result of CEWS. Average full-time equivalent employees in this segment totaled 3,494 in the first three months ended March 31, 2021, compared with 3,224 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 31.1% for the three months ended March 31, 2021, compared with 30.9% in the comparable 2020 period. The amount of these expenses increased slightly from $30.3 million for the three months ended March 31, 2020 to $30.6 million in 2021. The slight increase in expenses as a percent of revenues in the first quarter was due to lower revenues.

CRAWFORD PLATFORM SOLUTIONS SEGMENT

Our Crawford Platform Solutions segment reported operating earnings of $4.6 million for the three months ended March 31, 2021, increasing over operating earnings of $3.1 million in the comparable 2020 period. The related segment operating margin increased from 9.7% for the three months ended March 31, 2020, to 10.9% 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. There was an immaterial benefit in the three months ended March 31, 2021 as a result of CEWS.

Excluding indirect support costs, gross profit in the first quarter increased from $7.4 million, or 22.8% of revenues before reimbursements in 2020 to $9.8 million, or 23.0% of revenues before reimbursements, in 2021.

Operating results for our Crawford Platform Solutions segment, including gross profit, are as shown in the following table:

	In thousands (except percentages)
	Based on actual exchange rates
Three Months Ended March 31,	2021			2020			Variance
Revenues	$	42,399		$	32,430			30.7	%
Direct expenses		32,642			25,040			30.4	%
Gross profit		9,757			7,390			32.0	%
Indirect expenses		5,156			4,251			21.3	%
Total Crawford Platform Solutions Operating Earnings	$	4,601		$	3,139			46.6	%

Gross profit margin		23.0	%		22.8	%		0.2	%
Operating margin		10.9	%		9.7	%		1.2	%

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 months ended March 31, 2021 and 2020 were as follows:

	Three Months Ended
	Based on actual exchange rates							Based on exchange rates for the three months ended March 31, 2020
(in thousands, except percentages)	March 31, 2021		March 31, 2020		Variance			March 31, 2021		Variance
U.S.	$	36,141	$	25,875		39.7	%	$	36,141		39.7	%
U.K.		2,446		2,178		12.3	%		2,384		9.5	%
Canada		2,442		3,126		(21.9	)%		2,307		(26.2	)%
Rest of World		1,370		1,251		9.5	%		1,257		0.5	%
Total Crawford Platform Solutions Revenues before Reimbursements	$	42,399	$	32,430		30.7	%	$	42,089		29.8	%

Revenues before reimbursements from our Crawford Platform Solutions segment totaled $42.4 million in the three months ended March 31, 2021, compared with $32.4 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 a slight increase of our Crawford Platform Solutions segment revenues by approximately 0.9%, or $0.3 million, for the three months ended March 31, 2021, as compared with 2020. Absent foreign exchange fluctuations, Crawford Platform Solutions segment revenues would have been $42.1 million for the three months ended March 31, 2021. Overall case volumes were 19.4% higher for the three months ended March 31, 2021, compared with the same period of 2020. 8.7% of the increase was due to an increase of 8,400 high-frequency, low-severity cases received in our WeGoLook service line. Excluding these WeGoLook cases, there was an increase in segment unit volume of 10,400, or 10.7%, 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 $7.6 million of revenues in the 2021 quarter, or a 23.3% 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 4.2% revenue decrease for the three months ended March 31, 2021 compared with the same period in 2020, due to the increase in high-frequency, low severity revenues.

The increase in revenues in the U.S. for the three months ended March 31, 2021 was due to an increase in weather related case activity. 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 decreased in the 2021 period compared with 2020 due to the impact of COVID-19, partially offset by new client growth. There was a slight increase in revenues in Rest of World due to an increase in weather related cases in Australia.

Reimbursed Expenses included in Total Revenues

Reimbursements for out-of-pocket expenses incurred in our Crawford Platform Solutions segment were $0.5 million for the three months ended March 31, 2021 compared with $0.1 million in the comparable 2020 period. This increase was 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 months ended March 31, 2021 and 2020 were as follows:

	Three Months Ended
(whole numbers, except percentages)	March 31, 2021		March 31, 2020		Variance
U.S.		91,518		78,485		16.6	%
Canada		16,948		11,578		46.4	%
Rest of World		3,846		4,792		(19.7	)%
U.K.		3,652		2,233		63.5	%
Total Crawford Platform Solutions Cases Received		115,964		97,088		19.4	%

Overall case volumes were 19.4% higher in the three months ended March 31, 2021 compared with 2020 due to increases in the U.S., Canada and U.K. 8.7% of the increase was due to an increase of 8,400 high-frequency, low-severity cases received in our WeGoLook service line. Excluding these WeGoLook cases, there was an increase in segment unit volume of 10,400, or 10.7%, in Crawford Platform Solutions cases received in 2021. The increase in U.S. case volumes in the three months ended March 31, 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 ended March 31, 2021 due to an increase in assignments to our Contractor Connection service line. There was an increase in cases received in Canada late in the first quarter from a new client that should be reflected as revenue in future periods. Cases received in Rest of World was lower in the three months ended March 31, 2021 due to a decrease in Europe.

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 64.6% in the 2021 quarter compared with 62.9% in the 2020 quarter. The dollar amount of these expenses was $27.4 million for the 2021 quarter and $20.4 million for the comparable 2020 period. The increase in costs was due to the higher revenues in the current year and increased compensation expense 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 an average of 1,054 full-time equivalent employees in Crawford Platform Solutions in the 2021 three month period, compared with an average of 998 for the comparable 2020 three month period.

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

Expenses other than reimbursements, direct compensation, fringe benefits, and non-employee labor were 24.6% of Crawford Platform Solutions revenues before reimbursements for the three months ended March 31, 2021 compared with 27.4% for the comparable period in 2020. The dollar amount of these expenses increased to $10.4 million in the 2021 first quarter as compared with $8.9 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.

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 29% to 31% after considering known discrete items as of March 31, 2021.

The provision for income taxes on consolidated income before income tax totaled a provision of $2.5 million and a benefit of $(8.5) million for the three months ended March 31, 2021 and 2020, respectively. The overall effective tax rate decreased to 29.1% for the three months ended March 31, 2021 compared with 39.2% for the 2020 period primarily due to the impact of goodwill impairment in the prior year period.

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 $1.6 million and $2.3 million for the three months ended March 31, 2021 and 2020, respectively. Interest income was below $0.1 million and $0.1 million for the three months ended March 31, 2021 and 2020, respectively.

Stock Option Expense

Stock option expense, a component of stock-based compensation, is comprised of non-cash expenses related to stock options granted under our various stock option and employee stock purchase plans. Stock option expense is not allocated to our operating segments. Stock option expense totaled $0.1 million and $0.3 million for the three months ended March 31, 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 for each of the three months ended March 31, 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 months ended March 31, 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.

Unallocated corporate and shared costs were $1.2 million and $3.1 million for the three months ended March 31, 2021 and 2020, respectively. The decrease for the first quarter was due to a $1.4 million decrease in self-insurance expenses and a $1.0 million credit from the Canada Emergency Wage Subsidy, partially offset by a $0.5 million increase in incentive compensation.

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.

LIQUIDITY, CAPITAL RESOURCES, AND FINANCIAL CONDITION

At March 31, 2021, our working capital balance (current assets less current liabilities) was approximately $79.9 million, an increase of $20.7 million from the working capital balance at December 31, 2020. Our cash and cash equivalents were $42.7 million at March 31, 2021, compared with $44.7 million at December 31, 2020.

Cash and cash equivalents as of March 31, 2021 consisted of $17.4 million held in the U.S. and $25.3 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/Used in Operating Activities

Cash provided by operating activities was $1.6 million for the three months ended March 31, 2021, compared with a use of $8.0 million in the comparable period of 2020. The increase in cash provided by operating activities was primarily due to higher net income, lower pension contributions and other working capital requirements in 2021, including a benefit related to the Canada Emergency Wage Subsidy, compared with the same period of 2020.

Cash Used in Investing Activities

Cash used in investing activities was $5.7 million for the three months ended March 31, 2021, compared with $7.5 million used in the first three 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.

Cash Provided by Financing Activities

Cash provided by financing activities was $0.6 million for the three months ended March 31, 2021, compared with $47.2 million for the 2020 period. We paid $3.2 million in dividends in the three months ended March 31, 2021 compared with $3.3 million in the 2020 period. During the first three months of 2021, there was a decrease of $5.4 million of net borrowing from our revolving credit facility, compared with a net increase during the first three months of 2020 of $53.3 million, due the economic uncertainty in the 2020 period. Share repurchases totaled $1.2 million in the 2021 period, compared with $2.7 million for the first three 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 $11.5 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 March 31, 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 $119.2 million as of March 31, 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 March 31, 2021, we had $42.7 million of cash on hand and, based on trailing twelve month EBITDA, additional borrowing capacity of $232.6 million, resulting in total liquidity of $275.3 million at March 31, 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 Canadian Emergency Wage Subsidy program where we have received a benefit during 2020 and 2021, among other enactments.

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 $267.0 million for the U.S. Qualified Plan and the U.K. plans, respectively.

For the three months ended March 31, 2021, the Company made no contributions to its U.S. defined benefit pension plan and $0.2 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 $0.2 million was contributed to the U.K. defined benefit plans. The Company expects to make $9.0 million 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 three months ended March 31, 2021, we paid $3.2 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 March 31, 2021, compared with our unaudited Condensed Consolidated Balance Sheet as of December 31, 2020 were as follows:

•

Unbilled revenues increased $6.6 million excluding foreign currency exchange impacts. This increase was primarily due to an increase in weather related activity in the U.S. and Australia in our Crawford Loss Adjusting and Platform Solutions segments.

•

Accounts payable and accrued liabilities decreased $8.0 million excluding foreign exchange impacts. The decrease is primarily due to the timing of employee incentive payments.

•

Accrued retirement costs decreased $5.5 million excluding foreign exchange impacts. The decrease is related to the timing of annual payments such as our 401K match program.

At March 31, 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.

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.

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 148,899 shares pursuant to the 2019 Repurchase Authorization. As of March 31, 2021, the Company was authorized to repurchase 493,198 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 December 31, 2020								642,097
January 1, 2021 - January 31, 2021
CRD-A		61,170	$	7.82		61,170
CRD-B		38,830	$	7.59		38,830
Totals of January 31, 2021								542,097
February 1, 2021 - February 28, 2021
CRD-A		28,892	$	8.55		28,892
CRD-B		20,007	$	8.48		20,007
Totals of February 28, 2021								493,198
March 1, 2021 - March 31, 2021
CRD-A		—	$	—		—
CRD-B		—	$	—		—
Totals as of March 31, 2021		148,899				148,899		493,198

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)

SIGNATURES

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

		Crawford & Company
		(Registrant)

Date:	May 5, 2021	/s/ Rohit Verma
		Rohit Verma
		Chief Executive Officer
		(Principal Executive Officer)

Date:	May 5, 2021	/s/ W. Bruce Swain
		W. Bruce Swain
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer)