CRAWFORD & CO - Quarter Report: 2023 September (Form 10-Q)

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 September 30, 2023


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

for the transition period from ____ to ____

Commission file number 1-10356

CRAWFORD & COMPANY

(Exact name of Registrant as specified in its charter)


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

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

(404) 300-1000

(Registrant's telephone number, including area code)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock — $1.00 Par Value	CRD-A	New York Stock Exchange
Class B Common Stock — $1.00 Par Value	CRD-B	New York Stock Exchange

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

Yes ☑ No ☐

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

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


Large accelerated filer	☐	Accelerated filer	☑
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. ☐

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

Yes ☐ No ☑

The number of shares outstanding of each class of the Registrant's common stock, as of October 30, 2023, was as follows:

Class A Common Stock, $1.00 par value: 29,147,974

Class B Common Stock, $1.00 par value: 19,738,886

CRAWFORD & COMPANY

Quarterly Report on Form 10-Q

Quarter Ended September 30, 2023

Table of Contents


		Page
Part I. Financial Information

Item 1.	Financial Statements:	3

	Condensed Consolidated Statements of Operations (unaudited) for the three months ended September 30, 2023 and 2022	3

	Condensed Consolidated Statements of Operations (unaudited) for the nine months ended September 30, 2023 and 2022	4

	Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) for the three and nine months ended September 30, 2023 and 2022	5

	Condensed Consolidated Balance Sheets (unaudited) as of September 30, 2023 and December 31, 2022	6

	Condensed Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 30, 2023 and 2022	8

	Condensed Consolidated Statements of Shareholders' Investment (unaudited) as of and for the three months ended March 31, June 30, and September 30, 2023 and 2022	9

	Notes to Condensed Consolidated Financial Statements (unaudited)	11

	Report of Independent Registered Public Accounting Firm	25

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	26

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	48

Item 4.	Controls and Procedures	48

Item 5.	Other Information	49

Part II. Other Information

Item 1A.	Risk Factors	50

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	50

Item 6.	Exhibits	51

Signatures		52

Part I — Financial Information

Item 1. Financial Statements

CRAWFORD & COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Unaudited


	Three Months Ended September 30,
(In thousands, except per share amounts)	2023			2022
Revenues:

Revenues before reimbursements	$	325,594		$	294,924
Reimbursements		12,066			11,493
Total Revenues		337,660			306,417

Costs and Expenses:

Costs of services provided, before reimbursements		229,969			221,233
Reimbursements		12,066			11,493
Total costs of services		242,035			232,726

Selling, general, and administrative expenses		69,920			62,983

Corporate interest expense, net of interest income of $734 and $191, respectively		4,556			2,903

Goodwill impairment		—			36,808

Total Costs and Expenses		316,511			335,420

Other (Loss) Income, net		(2,194	)		465

Income (Loss) Before Income Taxes		18,955			(28,538	)

Provision (Benefit) for Income Taxes		6,781			(13,286	)

Net Income (Loss)		12,174			(15,252	)

Net Loss Attributable to Noncontrolling Interests		145			108

Net Income (Loss) Attributable to Shareholders of Crawford & Company	$	12,319		$	(15,144	)

Earnings (Loss) Per Share - Basic:
Class A Common Stock	$	0.25		$	(0.31	)
Class B Common Stock	$	0.25		$	(0.31	)

Earnings (Loss) Per Share - Diluted:
Class A Common Stock	$	0.25		$	(0.31	)
Class B Common Stock	$	0.25		$	(0.31	)

Weighted-Average Shares Used to Compute Basic Earnings Per Share:
Class A Common Stock		29,140			28,553
Class B Common Stock		19,837			19,848

Weighted-Average Shares Used to Compute Diluted Earnings Per Share:
Class A Common Stock		30,063			28,553
Class B Common Stock		19,837			19,848

(See accompanying notes to condensed consolidated financial statements)

CRAWFORD & COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Unaudited


	Nine Months Ended September 30,
(In thousands, except per share amounts)	2023			2022
Revenues:

Revenues before reimbursements	$	959,251		$	867,294
Reimbursements		36,743			30,564
Total Revenues		995,994			897,858

Costs and Expenses:

Costs of services provided, before reimbursements		691,078			644,948
Reimbursements		36,743			30,564
Total costs of services		727,821			675,512

Selling, general, and administrative expenses		199,871			193,222

Corporate interest expense, net of interest income of $1,670 and $549, respectively		13,264			6,201

Goodwill impairment		—			36,808

Total Costs and Expenses		940,956			911,743

Other (Loss) Income, net		(6,531	)		1,534

Income (Loss) Before Income Taxes		48,507			(12,351	)

Provision (Benefit) for Income Taxes		17,258			(8,092	)

Net Income (Loss)		31,249			(4,259	)

Net Loss Attributable to Noncontrolling Interests		178			41

Net Income (Loss) Attributable to Shareholders of Crawford & Company	$	31,427		$	(4,218	)

Earnings (Loss) Per Share - Basic:
Class A Common Stock	$	0.64		$	(0.08	)
Class B Common Stock	$	0.64		$	(0.09	)

Earnings (Loss) Per Share - Diluted:
Class A Common Stock	$	0.63		$	(0.08	)
Class B Common Stock	$	0.64		$	(0.09	)

Weighted-Average Shares Used to Compute Basic Earnings Per Share:
Class A Common Stock		28,980			29,397
Class B Common Stock		19,845			20,202

Weighted-Average Shares Used to Compute Diluted Earnings Per Share:
Class A Common Stock		29,659			29,397
Class B Common Stock		19,845			20,202

(See accompanying notes to condensed consolidated financial statements)

CRAWFORD & COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Unaudited


	Three Months Ended September 30,
(In thousands)	2023			2022
Net Income (Loss)	$	12,174		$	(15,252	)

Other Comprehensive Income (Loss):
Net foreign currency translation loss, net of tax of $0 and $0, respectively		(180	)		(7,421	)

Amortization of actuarial losses for retirement plans included in net periodic pension cost, net of tax of $680 and $623, respectively		2,399			1,838

Other Comprehensive Income (Loss)		2,219			(5,583	)

Comprehensive Income (Loss)		14,393			(20,835	)

Comprehensive loss attributable to noncontrolling interests		189			292

Comprehensive Income (Loss) Attributable to Shareholders of Crawford & Company	$	14,582		$	(20,543	)


	Nine Months Ended September 30,
(In thousands)	2023		2022

Net Income (Loss)	$	31,249	$	(4,259	)

Other Comprehensive Income (Loss):
Net foreign currency translation gain (loss), net of tax of $0 and $0, respectively		5,526		(19,365	)

Amortization of actuarial losses for retirement plans included in net periodic pension cost, net of tax of $2,020 and $1,895, respectively		7,138		5,531

Other Comprehensive Income (Loss)		12,664		(13,834	)

Comprehensive Income (Loss)		43,913		(18,093	)

Comprehensive loss attributable to noncontrolling interests		258		345

Comprehensive Income (Loss) Attributable to Shareholders of Crawford & Company	$	44,171	$	(17,748	)

(See accompanying notes to condensed consolidated financial statements)

CRAWFORD & COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

Unaudited


			*
(In thousands)	September 30, 2023		December 31, 2022
ASSETS
Current Assets:
Cash and cash equivalents	$	49,208	$	46,007
Accounts receivable, less allowance for expected credit losses of $10,518 and $9,322, respectively		151,142		141,106
Unbilled revenues, at estimated billable amounts		131,251		126,274
Income taxes receivable		4,245		9,098
Prepaid expenses and other current assets		44,145		28,782
Total Current Assets		379,991		351,267
Net Property and Equipment		24,322		27,809
Other Assets:
Operating lease right-of-use assets, net		91,364		93,334
Goodwill		76,637		76,622
Intangible assets arising from business acquisitions, net		84,960		88,039
Capitalized software costs, net		93,370		82,975
Deferred income tax assets		18,142		19,573
Other noncurrent assets		58,405		51,888
Total Other Assets		422,878		412,431
TOTAL ASSETS	$	827,191	$	791,507

* 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)	September 30, 2023			December 31, 2022
LIABILITIES AND SHAREHOLDERS' INVESTMENT
Current Liabilities:
Short-term borrowings	$	16,955		$	27,048
Accounts payable		44,473			50,847
Accrued compensation and related costs		81,579			79,285
Self-insured risks		22,545			12,614
Income taxes payable		632			1,208
Operating lease liability		24,766			22,910
Other accrued liabilities		65,219			56,293
Deferred revenues		34,512			29,282
Total Current Liabilities		290,681			279,487
Noncurrent Liabilities:
Long-term debt and finance leases, less current installments		201,487			211,810
Operating lease liability		80,411			84,628
Deferred revenues		25,535			24,737
Accrued pension liabilities		24,969			25,914
Other noncurrent liabilities		41,138			41,553
Total Noncurrent Liabilities		373,540			388,642
Shareholders' Investment:
Class A common stock, $1.00 par value; 50,000 shares authorized; 29,148 and 28,764 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively		29,148			28,764
Class B common stock, $1.00 par value; 50,000 shares authorized; 19,785 and 19,848 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively		19,785			19,848
Additional paid-in capital		83,548			78,158
Retained earnings		234,718			213,094
Accumulated other comprehensive loss		(202,577	)		(215,321	)
Shareholders' Investment Attributable to Shareholders of Crawford & Company		164,622			124,543
Noncontrolling interests		(1,652	)		(1,165	)
Total Shareholders' Investment		162,970			123,378
TOTAL LIABILITIES AND SHAREHOLDERS' INVESTMENT	$	827,191		$	791,507

* Derived from the audited Consolidated Balance Sheet

(See accompanying notes to condensed consolidated financial statements)

CRAWFORD & COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited


	Nine Months Ended September 30,
(In thousands)	2023			2022
Cash Flows from Operating Activities:
Net income (loss)	$	31,249		$	(4,259	)
Reconciliation of net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		27,355			27,379
Goodwill impairment		—			36,808
Stock-based compensation		4,183			4,218
Loss (gain) on disposal of property and equipment		96			(1,562	)
Contingent earnout adjustments		3,100			3,246
Changes in operating assets and liabilities:
Accounts receivable, net		(6,309	)		(9,329	)
Unbilled revenues, net		419			(23,537	)
Accrued or prepaid income taxes		5,306			(23,162	)
Accounts payable and accrued liabilities		(1,437	)		(20,612	)
Deferred revenues		4,869			(191	)
Accrued retirement costs		4,818			(1,684	)
Prepaid expenses and other operating activities		(5,572	)		(3,510	)
Net cash provided by (used in) operating activities		68,077			(16,195	)

Cash Flows from Investing Activities:
Acquisitions of property and equipment		(3,360	)		(4,983	)
Capitalization of computer software costs		(24,323	)		(19,933	)
Payments for business acquisitions, net of cash acquired		—			(26,309	)
Cash proceeds from sale of property and equipment		—			3,032
Net cash used in investing activities		(27,683	)		(48,193	)

Cash Flows from Financing Activities:
Cash dividends paid		(9,284	)		(8,938	)
Repurchases of common stock		(582	)		(26,749	)
Increases in revolving credit facility borrowings		20,958			99,952
Payments on revolving credit facility borrowings		(43,719	)		(15,129	)
Payments of contingent consideration on acquisitions		(6,760	)		(2,118	)
Other financing activities		1,317			(87	)
Net cash (used in) provided by financing activities		(38,070	)		46,931
Effects of exchange rate changes on cash and cash equivalents		1,313			(2,351	)
Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash		3,637			(19,808	)
Cash, Cash Equivalents, and Restricted Cash at Beginning of Year		46,645			53,689
Cash, Cash Equivalents, and Restricted Cash at End of Period	$	50,282		$	33,881

(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
2023	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, 2023	$	28,764	$	19,848		$	78,158		$	213,094		$	(215,321	)	$	124,543		$	(1,165	)	$	123,378
Net income		—		—			—			10,681			—			10,681			49			10,730
Other comprehensive income (loss)		—		—			—			—			9,818			9,818			(42	)		9,776
Cash dividends paid (Class A - $0.06 per share, Class B - $0.06 per share)		—		—			—			(2,925	)		—			(2,925	)		—			(2,925	)
Stock-based compensation		—		—			1,023			—			—			1,023			—			1,023
Shares issued in connection with stock-based compensation plans, net		161		—			(87	)		—			—			74			—			74
Dividends paid to noncontrolling interests		—		—			—			—			—			—			(229	)		(229	)
Balance at March 31, 2023	$	28,925	$	19,848		$	79,094		$	220,850		$	(205,503	)	$	143,214		$	(1,387	)	$	141,827
Net income		—		—			—			8,427			—			8,427			(82	)		8,345
Other comprehensive income		—		—			—			—			663			663			6			669
Cash dividends paid (Class A - $0.06 per share, Class B - $0.06 per share)		—		—			—			(2,929	)		—			(2,929	)		—			(2,929	)
Stock-based compensation		—		—			1,586			—			—			1,586			—			1,586
Shares issued in connection with stock-based compensation plans, net		52		—			345			—			—			397			—			397
Balance at June 30, 2023	$	28,977	$	19,848		$	81,025		$	226,348		$	(204,840	)	$	151,358		$	(1,463	)	$	149,895
Net income		—		—			—			12,319			—			12,319			(145	)		12,174
Other comprehensive income (loss)		—		—			—			—			2,263			2,263			(44	)		2,219
Cash dividends paid (Class A - $0.07 per share, Class B - $0.07 per share)		—		—			—			(3,430	)		—			(3,430	)		—			(3,430	)
Stock-based compensation		—		—			1,574			—			—			1,574			—			1,574
Repurchases of common stock				(63	)		—			(519	)		—			(582	)		—			(582	)
Shares issued in connection with stock-based compensation plans, net		171		—			949			—			—			1,120			—			1,120
Balance at September 30, 2023	$	29,148	$	19,785		$	83,548		$	234,718		$	(202,577	)	$	164,622		$	(1,652	)	$	162,970


	Common Stock												Accumulated			Shareholders' Investment Attributable to
2022	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, 2022	$	30,996		$	20,812		$	74,229		$	266,369		$	(180,441	)	$	211,965		$	(568	)	$	211,397
Net income		—			—			—			5,096			—			5,096			60			5,156
Other comprehensive (loss) income		—			—			—			—			(3,290	)		(3,290	)		14			(3,276	)
Cash dividends paid (Class A - $0.06 per share, Class B - $0.06 per share)		—			—			—			(3,114	)		—			(3,114	)		—			(3,114	)
Stock-based compensation		—			—			1,660			—			—			1,660			—			1,660
Repurchases of common stock		(1,498	)		(720	)		—			(13,871	)		—			(16,089	)		—			(16,089	)
Shares issued in connection with stock-based compensation plans, net		89			—			(89	)		—			—			—			—			—
Dividends paid to noncontrolling interests		—			—			—			—			—			—			(258	)		(258	)
Balance at March 31, 2022	$	29,587		$	20,092		$	75,800		$	254,480		$	(183,731	)	$	196,228		$	(752	)	$	195,476
Net income		—			—			—			5,830			—			5,830			7			5,837
Other comprehensive loss		—			—			—			—			(4,841	)		(4,841	)		(134	)		(4,975	)
Cash dividends paid (Class A - $0.06 per share, Class B - $0.06 per share)		—			—			—			(2,920	)		—			(2,920	)		—			(2,920	)
Stock-based compensation		—			—			1,750			—			—			1,750			—			1,750
Repurchases of common stock		(1,159	)		(244	)		—			(9,257	)		—			(10,660	)		—			(10,660	)
Balance at June 30, 2022	$	28,428		$	19,848		$	77,550		$	248,133		$	(188,572	)	$	185,387		$	(879	)	$	184,508
Net loss		—			—			—			(15,144	)		—			(15,144	)		(108	)		(15,252	)
Other comprehensive loss		—			—			—			—			(5,399	)		(5,399	)		(184	)		(5,583	)
Cash dividends paid (Class A - $0.06 per share, Class B - $0.06 per share)		—			—			—			(2,904	)		—			(2,904	)		—			(2,904	)
Stock-based compensation		—			—			808			—			—			808			—			808
Decrease in value of noncontrolling interest due to acquisitions		—			—			(686	)		—			—			(686	)		(379	)		(1,065	)
Shares issued in connection with stock-based compensation plans, net		129			—			692			—			—			821			—			821
Balance at September 30, 2022	$	28,557		$	19,848		$	78,364		$	230,085		$	(193,971	)	$	162,883		$	(1,550	)	$	161,333

(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 a leading provider of claims management and outsourcing solutions to insurance companies and self-insured entities 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 for the Class B Common Stock (CRD-B), and protections for the non-voting Class A Common Stock (CRD-A). More information is available on the Company's website www.crawco.com. The information contained on, or hyperlinked from, the Company's website is not a part of, and is not incorporated by reference into, this report.

1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X 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 other macroeconomic uncertainties, the Company's operating results for the three and nine months ended September 30, 2023 and financial position as of September 30, 2023 are not necessarily indicative of the results or financial position that may be expected for the year ending December 31, 2023 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, 2022 other than as disclosed herein.

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

The Condensed Consolidated Balance Sheet information presented herein as of December 31, 2022 has been derived from the audited consolidated financial statements as of that date. 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, 2022.

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 September 30, 2023 and December 31, 2022, the liabilities of the deferred compensation plan were $6,135,000 and $6,395,000, respectively, which represented obligations of the Company rather than of the rabbi trust, and the values of the assets held in the related rabbi trust were $10,177,000 and $10,083,000, 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.

2. Recently Issued Accounting Standards

No new accounting standards have been issued impacting the Company.

Adoption of New Accounting Standards

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities in accordance with Accounting Standards Codification Topic 606. ASU 2021-08 was effective for fiscal years beginning after December 15, 2022. The adoption of this guidance did not have a material effect on the Company's results of operations, financial condition, or cash flows.

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.

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

The following table presents North America Loss Adjusting revenues before reimbursements disaggregated by geography for the three and nine months ended September 30, 2023 and 2022:


	Three Months Ended				Nine Months Ended
(in thousands)	September 30, 2023		September 30, 2022		September 30, 2023		September 30, 2022
U.S.	$	55,202	$	41,161	$	159,688	$	122,438
Canada		24,188		25,661		72,656		74,597
Total North America Loss Adjusting Revenues before Reimbursements	$	79,390	$	66,822	$	232,344	$	197,035

The following table presents International Operations revenues before reimbursements disaggregated by geography and service line for the three and nine months ended September 30, 2023 and 2022:


	Three Months Ended				Nine Months Ended
(in thousands)	September 30, 2023		September 30, 2022		September 30, 2023		September 30, 2022
U.K.	$	35,688	$	25,547	$	98,693	$	86,773
Europe		22,331		20,535		68,255		68,217
Australia		19,953		24,602		61,112		63,052
Asia		5,601		5,196		17,116		16,376
Latin America		7,841		6,277		21,532		17,674
International Loss Adjusting	$	91,414	$	82,157	$	266,708	$	252,092

Crawford Legal Services	$	6,652	$	3,909	$	18,533	$	16,956
Total International Operations Revenues before Reimbursements	$	98,066	$	86,066	$	285,241	$	269,048

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

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

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

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

The following table presents Broadspire revenues before reimbursements disaggregated by service line for the three and nine months ended September 30, 2023 and 2022:


	Three Months Ended				Nine Months Ended
(in thousands)	September 30, 2023		September 30, 2022		September 30, 2023		September 30, 2022
Claims Management	$	43,989	$	40,275	$	125,620	$	120,252
Medical Management		44,310		38,106		127,749		114,697
Total Broadspire Revenues before Reimbursements	$	88,299	$	78,381	$	253,369	$	234,949

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

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

The Networks service line generates revenues for claims management services provided to insurance companies and self-insured entities related to property, casualty and catastrophic losses. 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 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 Subrogation service line provides subrogation recovery and consultative services for the property and casualty insurance industry. Revenue is recognized at a point in time when the subrogation is successful and cash consideration is received.

The following table presents Platform Solutions revenues before reimbursements disaggregated by service line for the three and nine months ended September 30, 2023 and 2022:


	Three Months Ended				Nine Months Ended
(in thousands)	September 30, 2023		September 30, 2022		September 30, 2023		September 30, 2022
Contractor Connection	$	19,013	$	17,453	$	58,110	$	50,112
Networks		34,160		40,809		110,027		100,840
Subrogation		6,666		5,393		20,160		15,310
Total Platform Solutions Revenues before Reimbursements	$	59,839	$	63,655	$	188,297	$	166,262

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

Claims Management Performance Obligations

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

Performance-based fees

The Company has contracts with certain clients within its International Operations that provide for additional fee revenues or revenue reductions based on its efficiency in managing claim portfolios and on the basis of claim outcomes and the resulting average claim costs for the respective portfolios. These amounts are in addition to, or a reduction of, the fee revenues discussed above. These performance-based revenues, which represent variable consideration, are based on performance metrics set forth in the underlying contracts. These are generally under multi-year contracts but with discrete individual contract year measurement periods that remain subject to adjustment until claim closure. Variable consideration is recognized when the Company concludes, based on all the facts and information available at the reporting date, that it is not probable that a significant revenue reversal will occur in future periods. Each period, the Company bases its estimates of performance-based revenues on an individual contract year basis, which are subject to adjustment in future years based on changes in average claim costs. Accordingly, the amounts represent the Company's best estimate of amounts earned using historical averages and other factors. Because the expectation of the ultimate contingent revenue amounts to be earned can vary from period to period, these estimates might change materially from quarter to quarter, and such adjustments may occur in future periods until the individual contract year measurement period is closed.

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 Broadspire segment and require the Company to handle claims on either a one- or two-year basis, or for the lifetime of the claim. In cases where it handles a claim on a non-lifetime basis, the Company typically receives an additional fee on each anniversary date that the claim remains open. For service agreements where it provides services for the life of the claim, the Company is paid one upfront fee regardless of the duration of the claim. The Company recognizes deferred revenues as revenues as it performs services and transfers control of the services to the customer and satisfies the performance obligation which it determines utilizing a portfolio approach.

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

The table below presents the deferred revenues balance as of January 1, 2023 and the significant activity affecting deferred revenues during the nine months ended September 30, 2023:


(In Thousands)
Customer Contract Liabilities	Deferred Revenue
Balance at January 1, 2023	$	54,019
Quarterly additions		21,252
Revenue recognized from the prior periods		(12,142	)
Revenue recognized from current quarter additions		(5,583	)
Balance as of March 31, 2023	$	57,546
Quarterly additions		28,734
Revenue recognized from the prior periods		(16,250	)
Revenue recognized from current quarter additions		(10,608	)
Balance as of June 30, 2023	$	59,422
Quarterly additions		26,792
Revenue recognized from the prior periods		(16,145	)
Revenue recognized from current quarter additions		(10,022	)
Balance as of September 30, 2023	$	60,047

Remaining Performance Obligations

As of September 30, 2023, the Company had $103,400,000 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 where the claims processing has not yet occurred. The Company expects to recognize approximately 70% of its remaining performance obligations as revenues within one year and the remaining balance thereafter.

Costs to Obtain a Contract

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

Practical Expedients Elected

As a practical expedient, the Company does not adjust the consideration in a contract for the effects of a significant financing component, when the period between a customer’s payment of consideration and the transfer of promised services to the customer is expected to 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 maintains an allowance for expected credit losses resulting primarily from the inability of clients to make payments on short-term account receivables, which are typically due upon receipt of an invoice. Such losses are accounted for as bad debt expense. These allowances are established using historical write-off or adjustment information to project future experience and by considering the current creditworthiness of clients, any known specific collection problems, and an assessment of current industry and economic conditions. We evaluate the risks related to our trade receivables and contract assets by considering customer type, geography, and aging. Actual experience may differ significantly from historical or expected loss results. The Company writes off account receivables when they become uncollectible, and any payments subsequently received are accounted for as recoveries.

5. Income Taxes

The Company's consolidated effective income tax rate may change periodically due to changes in enacted 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, amounts related to uncertain income tax positions and goodwill impairments.

The provision (benefit) for income taxes on consolidated income before income taxes totaled a provision of $6,781,000 and a benefit of $(13,286,000) for the three months ended September 30, 2023 and 2022, respectively. The overall effective tax rate decreased to 35.8% for the three months ended September 30, 2023 compared with 46.6% for the 2022 period primarily due to the impact of a partially non-deductible goodwill impairment in 2022.

The provision (benefit) for income taxes on consolidated income before income taxes totaled a provision of $17,258,000 and a benefit of $(8,092,000) for the nine months ended September 30, 2023 and 2022, respectively. The overall effective tax rate decreased to 35.6% for the nine months ended September 30, 2023 compared with 65.5% for the 2022 period primarily due to the impact of a partially non-deductible goodwill impairment in 2022.

6. Defined Benefit Pension Plans

Net periodic cost (benefit) related to all of the Company's defined benefit pension plans recognized in the Company's unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2023 and 2022 included the following components:


	Three Months Ended						Nine Months Ended
(in thousands)	September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
Service cost	$	362		$	315		$	1,075		$	1,006
Interest cost		6,069			3,284			17,991			10,079
Expected return on assets		(6,900	)		(6,250	)		(20,468	)		(19,090	)
Amortization of actuarial loss		3,025			2,501			9,008			7,533
Net periodic cost (benefit)	$	2,556		$	(150	)	$	7,606		$	(472	)

For the three months ended September 30, 2023 and 2022, the non-service components of net periodic pension expense (benefit) of $2,194,000 and $(465,000), respectively, are included in "Other (Loss) Income, net" on the unaudited Condensed Consolidated Statement of Operations.

For the nine months ended September 30, 2023 and 2022, the non-service components of net periodic pension expense (benefit) of $6,531,000 and $(1,478,000), respectively, are included in "Other (Loss) Income, net" on the unaudited Condensed Consolidated Statement of Operations. For the nine months ended September 30, 2023, the Company made no contributions to the U.S. defined benefit pension plan and $1,795,000 to the U.K. defined benefit pension plans, as compared with no contributions to the U.S. defined benefit pension plan and $487,000 to the U.K. defined benefit pension plans during the nine months ended September 30, 2022, respectively.

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

The Company computes earnings per share of its non-voting Class A Common Stock ("CRD-A") and voting Class B Common Stock ("CRD-B") using the two-class method, which allocates the undistributed earnings in each period to each class on a proportionate basis. The Company's Board of Directors has the right, but not the obligation, to declare higher dividends on the CRD-A shares than on the CRD-B shares, subject to certain limitations. In periods when the dividend is the same for CRD-A and CRD-B or when no dividends are declared or paid to either class, the two-class method generally will yield the same earnings per share for CRD-A and CRD-B. During 2022 and 2023, the Board of Directors has declared the same dividend on CRD-A and CRD-B.

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


	Three Months Ended				Nine Months Ended
	September 30, 2023		September 30, 2022		September 30, 2023		September 30, 2022
(in thousands, except per share amounts)	CRD-A	CRD-B	CRD-A	CRD-B	CRD-A	CRD-B	CRD-A	CRD-B
Earnings (loss) per share - basic:
Numerator:
Allocation of undistributed earnings	$5,288	$3,601	$(10,647)	$(7,401)	$13,143	$9,000	$(7,797)	$(5,359)
Dividends paid	2,041	1,389	1,713	1,191	5,513	3,771	5,299	3,639
Net income (loss) attributable to common shareholders, basic	$7,329	$4,990	$(8,934)	$(6,210)	$18,656	$12,771	$(2,498)	$(1,720)

Denominator:
Weighted-average common shares outstanding, basic	29,140	19,837	28,553	19,848	28,980	19,845	29,397	20,202
Earnings (loss) per share - basic	$0.25	$0.25	$(0.31)	$(0.31)	$0.64	$0.64	$(0.08)	$(0.09)

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


	Three Months Ended										Nine Months Ended
	September 30, 2023				September 30, 2022						September 30, 2023				September 30, 2022
(in thousands, except per share amounts)	CRD-A		CRD-B		CRD-A			CRD-B			CRD-A		CRD-B		CRD-A			CRD-B
Earnings (loss) per share - diluted:
Numerator:
Allocation of undistributed earnings	$	5,355	$	3,534	$	(10,647	)	$	(7,401	)	$	13,266	$	8,877	$	(7,797	)	$	(5,359	)
Dividends paid		2,041		1,389		1,713			1,191			5,513		3,771		5,299			3,639
Net income (loss) attributable to common shareholders, diluted	$	7,396	$	4,923	$	(8,934	)	$	(6,210	)	$	18,779	$	12,648	$	(2,498	)	$	(1,720	)

Denominator:
Weighted-average common shares outstanding, basic		29,140		19,837		28,553			19,848			28,980		19,845		29,397			20,202
Weighted-average effect of dilutive securities		923		—		—			—			679		—		—			—
Weighted-average common shares outstanding, diluted		30,063		19,837		28,553			19,848			29,659		19,845		29,397			20,202
Earnings (loss) per share - diluted	$	0.25	$	0.25	$	(0.31	)	$	(0.31	)	$	0.63	$	0.64	$	(0.08	)	$	(0.09	)

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		Nine Months Ended
(in thousands)	September 30, 2023	September 30, 2022	September 30, 2023	September 30, 2022
Shares underlying stock options excluded	100	1,542	1,171	1,542
Performance stock grants excluded because performance conditions have not been met (1)	1,047	816	955	759

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

The following table details shares issued during the three and nine months ended September 30, 2023 and 2022, including restricted shares that were returned prior to vesting. These shares are included from their dates of issuance in the weighted-average common shares used to compute basic and diluted earnings per share for CRD-A in the table above. There were no shares of CRD-B issued during any of these periods.


	Three Months Ended				Nine Months Ended
(in thousands)	September 30, 2023		September 30, 2022		September 30, 2023		September 30, 2022
CRD-A issued under the Non-Employee Director Stock Plan		—		5		134		99
CRD-A issued under the U.K. ShareSave Scheme		17		—		69		—
CRD-A issued under the Employee Stock Purchase Plan		154		124		181		124
CRD-A issued under the 2016 Omnibus Stock and Incentive Plan		—		—		—		(6	)

Effective November 4, 2021, the Company’s Board of Directors authorized the repurchase of up to 2,000,000 shares of CRD-A or CRD-B (or a combination of the two) through December 31, 2023 (the “2021 Repurchase Authorization”). On February 10, 2022, the Company's Board of Directors authorized the addition of 5,000,000 shares of CRD-A or CRD-B (or a combination of the two) to its 2021 Repurchase Authorization which had a remaining authorization to purchase 413,317 shares on December 31, 2021. The Company's Board of Directors subsequently amended this authorization to allow for repurchases through December 31, 2024. Under the repurchase program, repurchases may be made through December 31, 2024 in the open market or privately negotiated transactions at such times and for such prices as management deems appropriate, subject to applicable regulatory guidelines. The authorization does not obligate Crawford to acquire any stock, and purchases may be commenced or suspended at any time based on market conditions and other factors that the Company deems appropriate. At September 30, 2023, there were 1,730,268 remaining shares authorized to repurchase under the 2021 Repurchase Authorization.

During the nine months ended September 30, 2023, the Company did not repurchase any shares of CRD-A and repurchased 63,103 shares of CRD-B at an average cost of $9.24. During the nine months ended September 30, 2022, the Company repurchased 2,656,474 shares of CRD-A and 963,472 shares of CRD-B at an average cost of $7.41 and $7.32, respectively.

8. Accumulated Other Comprehensive Loss

Comprehensive (loss) income for the Company consists of the total of net income, foreign currency translation adjustments, and accrued pension and retiree medical liability adjustments. Foreign currency translation adjustments include the net realized gains from intra-entity loans that are long-term in nature of $1,100,000 and $2,274,000 for the three and nine months ended September 30, 2023, respectively. 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 September 30, 2023									Nine Months Ended September 30, 2023
(in thousands)	Foreign currency translation adjustments			Retirement liabilities (1)			AOCL attributable to shareholders of Crawford & Company			Foreign currency translation adjustments			Retirement liabilities (1)			AOCL attributable to shareholders of Crawford & Company
Beginning balance	$	(46,839	)	$	(158,001	)	$	(204,840	)	$	(52,581	)	$	(162,740	)	$	(215,321	)
Other comprehensive (loss) income before reclassifications		(136	)		—			(136	)		5,606			—			5,606
Amounts reclassified from accumulated other comprehensive income to net income		—			2,399			2,399			—			7,138			7,138
Net current period other comprehensive (loss) income		(136	)		2,399			2,263			5,606			7,138			12,744
Ending balance	$	(46,975	)	$	(155,602	)	$	(202,577	)	$	(46,975	)	$	(155,602	)	$	(202,577	)


	Three Months Ended September 30, 2022									Nine Months Ended September 30, 2022
(in thousands)	Foreign currency translation adjustments			Retirement liabilities (1)			AOCL attributable to shareholders of Crawford & Company			Foreign currency translation adjustments			Retirement liabilities (1)			AOCL attributable to shareholders of Crawford & Company
Beginning balance	$	(33,584	)	$	(154,988	)	$	(188,572	)	$	(21,760	)	$	(158,681	)	$	(180,441	)
Other comprehensive loss before reclassifications		(7,237	)		—			(7,237	)		(19,061	)		—			(19,061	)
Amounts reclassified from accumulated other comprehensive income to net income		—			1,838			1,838			—			5,531			5,531
Net current period other comprehensive (loss) income		(7,237	)		1,838			(5,399	)		(19,061	)		5,531			(13,530	)
Ending balance	$	(40,821	)	$	(153,150	)	$	(193,971	)	$	(40,821	)	$	(153,150	)	$	(193,971	)

(1) Retirement liabilities reclassified to net income are related to the amortization of actuarial losses and are included in "Other Income, 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 September 30, 2023
					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)	$	10,553	$	10,553	$	—	$	—

Liabilities:
Contingent earnout liability (2)	$	12,236	$	—	$	—	$	12,236

(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 businesses acquired since 2020. See Note 12, "Business Acquisitions" for more information. The Level 3 fair value of the contingent earnout liability was estimated using internally-prepared revenue and EBITDA projections, and discount rates determined using a combination of observable and unobservable market data. The Company recognized a pretax contingent earnout expense totaling $2,127,000 and $3,100,000 in the three and nine months ended September 30, 2023 related to the fair value adjustment of earnout liabilities. The fair value adjustment is based on changes to projections of acquired entities over the respective earnout periods, which span multiple years. The fair value of the contingent earnout liability is included in "Other accrued liabilities" and "Other noncurrent liabilities" on the Company's Consolidated Balance Sheets, based upon the term of the contingent earnout agreement.

Fair Value Disclosures

There were no transfers of assets between fair value levels during the three and nine months ended September 30, 2023. The categorization of assets and liabilities within the fair value hierarchy and the measurement techniques are reviewed quarterly. Any transfers between levels are deemed to have occurred at the end of the quarter.

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

Nonrecurring Fair Value Disclosures

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

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

During the third quarter of 2022, the Company identified goodwill impairment indicators in our International Operations reporting unit and Crawford Legal Services reporting unit, which are reflected in our International Operations reportable segment, as a result of a reduction in forecasted revenue and earnings, higher interest rates, and a lower Crawford & Company stock price. The Company also identified goodwill impairment indicators in its North America Loss Adjusting and Platform Solutions reportable segments related to the edjuster Inc. and Praxis Consulting Inc. reporting units, respectively, as these reporting units had minimal historical excess of fair value over the carrying value due to being recent acquisitions, given higher interest rates and a lower Crawford & Company stock price. As a result of these indicators, the Company performed an interim quantitative goodwill impairment test as of August 31, 2022 and recognized a pretax goodwill impairment of $36,808,000. The goodwill impairment charge reduced the carrying value of goodwill in the Company's edjuster Inc. and Praxis Consulting Inc. reporting units by $3,366,000 and $10,650,000, respectively. Goodwill related to the Company's International Operations and Crawford Legal Services reporting units was fully impaired with a charge of $19,640,000 and $3,152,000, respectively.

The key assumptions used in estimating the fair value of the Company's reporting units as of August 31, 2022 utilizing the income approach include the discount rate and the terminal growth rate. The discount rates utilized in estimating the fair value of the Company's reporting units as of August 31, 2022 ranged between 15.5% and 18.0%, reflecting its assessment of a market participant's view of the risks associated with the projected cash flows. The terminal growth rate used in the analysis was 2.0%. The assumptions used in estimating the fair values are based on currently available data and management's best estimate of revenues, EBITDA margin, and cash flows and, accordingly, a change in market conditions or other factors could have a material effect on the estimated values. There are inherent uncertainties related to the assumptions used and to management's application of these assumptions.

The Company did not identify any impairment indicators year to date 2023.

10. Segment Information

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

•

North America Loss Adjusting, which services the North American property and casualty market. This is comprised of Loss Adjusting operations in the U.S. and Canada, including Global Technical Services and edjuster. The Canadian operations include all operations within that country.

•

International Operations, which services the global property and casualty market outside North America. This is comprised of Loss Adjusting operations in the U.K., Europe, Australia, Asia and Latin America, and includes Crawford Legal Services. The International Operations include all operations within the respective countries.

•

Broadspire, which provides third party administration for workers' compensation, auto and liability, disability absence management, medical management, and accident and health to corporations, brokers and insurers in the U.S.

•

Platform Solutions, which consists of the Contractor Connection, Networks, and Subrogation service lines in the U.S. The Networks service line includes Catastrophe operations and WeGoLook.

Financial information for the three and nine months ended September 30, 2023 and 2022 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						Nine Months Ended
(in thousands)	September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
Revenues:
North America Loss Adjusting	$	79,390		$	66,822		$	232,344		$	197,035
International Operations		98,066			86,066			285,241			269,048
Broadspire		88,299			78,381			253,369			234,949
Platform Solutions		59,839			63,655			188,297			166,262
Total segment revenues before reimbursements		325,594			294,924			959,251			867,294
Reimbursements		12,066			11,493			36,743			30,564
Total revenues	$	337,660		$	306,417		$	995,994		$	897,858

Segment Operating Earnings (Loss)
North America Loss Adjusting	$	10,468		$	3,750		$	22,433		$	10,533
International Operations		2,197			(3,922	)		8,974			(7,648	)
Broadspire		13,532			6,198			29,607			20,299
Platform Solutions		8,523			10,080			26,595			22,714
Total segment operating earnings		34,720			16,106			87,609			45,898

(Deduct) Add:
Unallocated corporate and shared costs, net		(4,781	)		(2,438	)		(9,998	)		(7,378	)
Net corporate interest expense		(4,556	)		(2,903	)		(13,264	)		(6,201	)
Stock option expense		(145	)		(142	)		(440	)		(478	)
Amortization of customer-relationship intangible assets		(1,986	)		(1,998	)		(5,864	)		(5,784	)
Contingent earnout adjustments		(2,127	)		(887	)		(3,100	)		(3,246	)
Non-service pension (costs) credits		(2,170	)		532			(6,436	)		1,646
Goodwill impairment		—			(36,808	)		—			(36,808	)
Income (loss) before income taxes	$	18,955		$	(28,538	)	$	48,507		$	(12,351	)

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 represents segment earnings before certain unallocated corporate and shared costs and credits, net corporate interest expense, stock option expense, amortization of customer-relationship intangible assets, contingent earnout adjustments, goodwill impairments, non-service pension costs and credits, income taxes, and net income or loss attributable to noncontrolling interests.

Segment operating earnings includes allocations of certain corporate and shared costs. If the Company changes its allocation methods or changes the types of costs that are allocated to its four 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. Certain of the Company’s reportable segments represent the aggregation of certain business units which represent separate operating segments.

Revenues before reimbursements by major service line in the International Operations, Broadspire and Platform Solutions segments are shown in the following table. The Company considers all North America Loss Adjusting revenues to be primarily derived from one service line.


	Three Months Ended				Nine Months Ended
(in thousands)	September 30, 2023		September 30, 2022		September 30, 2023		September 30, 2022
International Operations
International Loss Adjusting	$	91,414	$	82,157	$	266,708	$	252,092
Crawford Legal Services		6,652		3,909		18,533		16,956
Total Revenues before Reimbursements--International Operations	$	98,066	$	86,066	$	285,241	$	269,048

Broadspire
Claims Management	$	43,989	$	40,275	$	125,620	$	120,252
Medical Management		44,310		38,106		127,749		114,697
Total Revenues before Reimbursements--Broadspire	$	88,299	$	78,381	$	253,369	$	234,949

Platform Solutions
Contractor Connection	$	19,013	$	17,453	$	58,110	$	50,112
Networks		34,160		40,809		110,027		100,840
Subrogation		6,666		5,393		20,160		15,310
Total Revenues before Reimbursements--Platform Solutions	$	59,839	$	63,655	$	188,297	$	166,262

11. Commitments and Contingencies

As part of the Company's credit facility, the Company maintains a letter of credit to satisfy certain of its own contractual requirements. On September 30, 2023, the aggregate committed amount of letters of credit outstanding under the credit facility was $8,852,000.

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. However, given the inherent unpredictability of litigation and disputes related to these matters, it is possible an adverse outcome or settlement, if not covered by insurance, could have a material effect on the Company's results of operations, financial position, or cash flows.

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. In addition, the Company may on occasion be engaged in disputes with certain of its clients, vendors or other trading partners. Such claims, investigations, negotiations, and any litigation involving the Company could divert management's time and attention from the Company's business operations and could potentially result in substantial costs of defense, settlement or other disposition, which could have a material adverse effect on the Company's results of operations, financial position, and cash flows. In the opinion of Company management, adequate provisions have been made for any items that are probable and reasonably estimable.

12. Business Acquisitions

R.P. van Dijk B.V. Acquisition

On April 1, 2022, the Company purchased assets associated with R.P. van Dijk B.V. ("Van Dijk"), a bodily injury loss adjusting company based in the Netherlands. The acquisition was funded primarily through additional borrowings under the Company’s credit facility. The purchase price included an initial cash consideration of $4,313,000, and an earn-out potential up to $2,200,000 payable over the next two years based on the achievement of revenue performance goals and other nonfinancial milestones over two one-year periods, beginning April 2022.

This acquisition expanded the Company's network in the Netherlands and strengthens its bodily injury loss adjusting service offering by adding a highly qualified team of adjusters experienced in managing complex loss events resulting in injury or death, as well as handling medical liability claims. The acquisition supports the Company's strategic aim of strengthening its expertise in all key territories in which it operates.

The acquisition accounting was based on the fair value of the acquisition consideration transferred to the sellers, assets acquired and liabilities assumed as of the acquisition date. At the acquisition date, the fair value of the contingent consideration payable was estimated to be $1,342,000. There have been no material changes to the fair value of the contingent consideration payable. Significant assumptions and estimates used in the valuation of intangible assets and contingent consideration included, but were not limited to future expected cash flows, including projected revenues and expenses, estimated customer attrition rates, and the applicable discount rates. These assumptions and estimates were level 3 inputs and based on assumptions that the Company believes to be reasonable. However, actual results may differ from these estimates.

Final acquisition accounting for this acquisition was complete as of June 30, 2023.

13. Cash and Cash Equivalents

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


(In thousands)	September 30, 2023		December 31, 2022		September 30, 2022		December 31, 2021
Cash and cash equivalents	$	49,208	$	46,007	$	33,099	$	53,228
Restricted cash within prepaid expenses and other current assets		1,074		638		782		461
Total cash, cash equivalents and restricted cash	$	50,282	$	46,645	$	33,881	$	53,689

The Company also maintains 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.

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 September 30, 2023, the related condensed consolidated statements of operations and comprehensive income (loss) for the three and nine-month periods ended September 30, 2023 and 2022, the condensed consolidated statements of shareholders' investment for the three-month periods ended March 31, June 30 and September 30, 2023 and 2022, and the condensed consolidated statements of cash flows for the nine-month periods ended September 30, 2023 and 2022, 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, 2022, the related consolidated statements of operations, comprehensive (loss) income, cash flows, and shareholders’ investment for the year then ended, and the related notes (not presented herein); and in our report dated March 6, 2023, 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, 2022, 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

November 6, 2023

Atlanta, Georgia

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

Cautionary Statement Concerning Forward-Looking Statements

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

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

•

a decline in cases referred to us for any reason, including changes in the degree to which property and casualty insurance carriers outsource their claims handling functions,

•

changes in global economic conditions,

•

changes in interest rates,

•

changes in foreign currency exchange rates,

•

changes in regulations and practices of various governmental authorities,

•

changes in our competitive environment,

•

changes in the financial condition of our clients,

•

changes in the rate of inflation and our ability to recover increased operating costs,

•

the loss of any material customer,

•

our ability to successfully integrate the operations of acquired businesses,

•

our ability to timely identify and effectively remediate material weaknesses in internal control over financial reporting,

•

regulatory changes related to funding of defined benefit pension plans,

•

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

•

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

•

our ability to identify new revenue sources not tied to the insurance underwriting cycle,

•

our ability to develop or acquire information technology resources to support and grow our business,

•

our ability to attract and retain qualified personnel,

•

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

•

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

•

continued availability of funding under our financing agreements,

•

general risks associated with doing business outside the U.S., including changes in tax rates,

•

our ability to comply with the covenants in our financing or other agreements,

•

changes in the frequency or severity of man-made or natural disasters,

•

the ability of our third-party service providers, used for certain aspects of our internal business functions, to meet expected service levels,

•

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

•

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

•

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 and nine months ended September 30, 2023 and 2022, and as of September 30, 2023, and December 31, 2022, 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, 2022. 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 a leading global provider of claims management and outsourcing solutions to insurance companies and self-insured entities with an expansive global network serving clients in more than 70 countries. The Company's two classes of stock are substantially identical, except with respect to voting rights for the Class B Common Stock (CRD-B), and protections for the non-voting Class A Common Stock (CRD-A). More information is available on the Company's website. 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.

We have a geographic reporting structure consisting of North America Loss Adjusting, International Operations, Broadspire, and Platform Solutions. Our four reportable segments are comprised of the following:

•

International Operations, which services the global property and casualty market outside North America. This is comprised of Loss Adjusting operations in the U.K., Europe, Australia, Asia and Latin America, including Crawford Legal Services. The International Operations include all operations, including Loss Adjusting, Global Technical Services, third party administration, and where applicable, Contractor Connection services, within the respective countries.

•

Platform Solutions, which consists of the Contractor Connection, Networks, and Subrogation service lines in the U.S. The Networks service line includes Catastrophe operations and WeGoLook.

As discussed in more detail in subsequent sections of this MD&A, our four 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.

Results of Operations

Executive Summary

Consolidated revenues before reimbursements increased $30.7 million, or 10.4%, for the three months ended September 30, 2023 and $92.0 million, or 10.6% for the nine months ended September 30, 2023, compared with the same periods of 2022. The increase in the 2023 third quarter was due to increases in our North America Loss Adjusting, International, and Broadspire operating segments. The increase in the year-to-date period was due to increases in all of our operating segments. Changes in foreign exchange rates increased our consolidated revenues before reimbursements by $0.6 million, or 0.2%, for the three months ended September 30, 2023 while reducing our consolidated revenues before reimbursements by $16.3 million, or 1.9% for the nine months ended September 30, 2023 as compared with the prior year periods. To illustrate this impact, segment revenues are presented below, using a constant exchange rate, for the three and nine months ended September 30, 2023.


	Three Months Ended							Three Months Ended
								Based on exchange rates for the three months ended September 30, 2022
(in thousands, except percentages)	September 30, 2023		September 30, 2022		Variance			September 30, 2023		% Variance
Revenues:
North America Loss Adjusting	$	79,390	$	66,822		18.8	%	$	80,059		19.8	%
International Operations		98,066		86,066		13.9	%		96,784		12.5	%
Broadspire		88,299		78,381		12.7	%		88,299		12.7	%
Platform Solutions		59,839		63,655		(6.0	)%		59,839		(6.0	)%
Total revenues before reimbursements		325,594		294,924		10.4	%		324,981		10.2	%
Reimbursements		12,066		11,493		5.0	%		12,584		9.5	%
Total Revenues	$	337,660	$	306,417		10.2	%	$	337,565		10.2	%


	Nine Months Ended							Nine Months Ended
								Based on exchange rates for the nine months ended September 30, 2022
(in thousands, except percentages)	September 30, 2023		September 30, 2022		Variance			September 30, 2023		% Variance
Revenues:
North America Loss Adjusting	$	232,344	$	197,035		17.9	%	$	235,917		19.7	%
International Operations		285,241		269,048		6.0	%		297,918		10.7	%
Broadspire		253,369		234,949		7.8	%		253,369		7.8	%
Platform Solutions		188,297		166,262		13.3	%		188,297		13.3	%
Total revenues before reimbursements		959,251		867,294		10.6	%		975,501		12.5	%
Reimbursements		36,743		30,564		20.2	%		38,704		26.6	%
Total Revenues	$	995,994	$	897,858		10.9	%	$	1,014,205		13.0	%

Excluding foreign currency impacts, consolidated revenues before reimbursements increased $30.1 million, or 10.2%, for the three months ended September 30, 2023, and increased $108.2 million, or 12.5% for the nine months ended September 30, 2023 compared with the same periods of 2022. Revenues from the North America Loss Adjusting segment increased in the 2023 third quarter and year-to-date periods due to an increase in new business in the U.S. Revenues from the International Operations segment increased in the 2023 third quarter and year-to-date periods primarily due to increases in the U.K., Europe, Asia, and Latin America. Revenues from the Broadspire segment increased for the quarter and year-to-date due to an increase in Claims and Medical Management revenues. Revenues from the Platform Solutions segment decreased in the third quarter due to a reduction in our Networks service line, although there is an increase in the current year-to-date period in all service lines. There was a $0.1 million increase in total company revenues in the 2023 third quarter and $1.4 million increase in the year-to-date period as a result of the 2022 Van Dijk acquisition. See Note 12, “Business Acquisitions” of our accompanying consolidated financial statements for more details of this activity.

Overall, there was a decrease in cases received of (1.6)% for the three months ended September 30, 2023 and a decrease of (5.1)% for the nine months ended September 30, 2023 due to a reduction of approximately 24,000 and 65,000 high-frequency, low-severity cases in our four operating segments that were present in the 2022 third quarter and year-to-date period, respectively, that generated minimal revenues in the comparable 2022 periods. This includes 5,000 and 17,000 cases received in our International Operations segment in the 2022 third quarter and year-to-date periods, respectively, as a result of a weather-related catastrophe in Australia for which revenues were recognized across several quarters as services were performed. In addition, our Platforms Solution segment generated a decrease in revenues of approximately $(4.9) million in the 2023 third quarter and an increase in revenues of $13.1 million in the 2023 year-to-date period not measured by cases where we provided dedicated employees to the clients. Accordingly, the overall increase in revenues in the 2023 periods does not necessarily correlate to the change in case volumes.

Cases received are presented below by segment for the three and nine months ended September 30, 2023 and 2022:


	Three Months Ended			Nine Months Ended
(whole numbers, except percentages)	September 30, 2023	September 30, 2022	Variance	September 30, 2023	September 30, 2022	Variance
North America Loss Adjusting	78,434	72,112	8.8%	225,121	225,524	(0.2)%
International Operations	121,074	123,270	(1.8)%	361,630	407,657	(11.3)%
Broadspire	143,173	141,658	1.1%	415,343	414,503	0.2%
Platform Solutions	136,663	150,192	(9.0)%	351,284	378,051	(7.1)%
Total Crawford Cases Received	479,344	487,232	(1.6)%	1,353,378	1,425,735	(5.1)%

To illustrate exposure to the impact of changes in foreign currencies, revenues before reimbursements are presented below by denominated currency for the three and nine months ended September 30, 2023:


		Three Months Ended
		September 30, 2023		September 30, 2022
(in thousands)		USD equivalent	% of total	USD equivalent	% of total
U.S.	USD	$203,340	62.5%	$183,197	62.1%
U.K.	GBP	38,290	11.8%	25,352	8.6%
Canada	CAD	24,188	7.4%	25,661	8.7%
Australia	AUD	22,867	7.0%	27,434	9.3%
Europe	EUR	14,629	4.5%	13,063	4.4%
Rest of World		22,280	6.8%	20,217	6.9%
Total Revenues, before reimbursements		$325,594		$294,924


		Nine Months Ended
		September 30, 2023		September 30, 2022
(in thousands)		USD equivalent	% of total	USD equivalent	% of total
U.S.	USD	$601,354	62.7%	$523,650	60.4%
U.K.	GBP	106,139	11.0%	92,837	10.7%
Canada	CAD	72,656	7.6%	74,597	8.6%
Australia	AUD	68,787	7.2%	69,794	8.1%
Europe	EUR	42,968	4.5%	41,973	4.8%
Rest of World		67,347	7.0%	64,443	7.4%
Total Revenues, before reimbursements		$959,251		$867,294

Costs of services provided, before reimbursements, increased $8.7 million, or 3.9%, for the three months ended September 30, 2023, and increased $46.1 million, or 7.2% for the nine months ended September 30, 2023 as compared with the 2022 periods. These increases were primarily due to an increase in compensation expense and other costs in each of our operating segments resulting from the higher revenues, partially offset by the change in exchange rates.

Selling, general, and administrative ("SG&A") expenses increased $6.9 million, or 11.0%, in the three months ended September 30, 2023 due to an increase in compensation expense, including incentive compensation and an increase in unallocated payroll tax and benefits costs. SG&A expenses increased $6.6 million, or 3.4%, in the nine months ended September 30, 2023 as compared with the 2022 period, primarily due to an increase in incentive compensation expense, payroll tax and benefits, and the $1.8 million gain on the sale of our Canadian head office building which occurred in the 2022 first quarter described below.

We recognized a pretax non-cash goodwill impairment in the three months ended September 30, 2022 totaling $36.8 million related to the North America Loss Adjusting ($3.4 million), International Operations ($22.7 million), and Platform Solutions ($10.7 million) reportable segments.

We sold our Canadian head office building in Kitchener, Ontario Canada in the first quarter of 2022 for $3.1 million and recognized a pretax gain on disposal of $1.8 million. This gain is recorded as a credit within Unallocated Corporate and Shared Costs and is included in “Selling, general, and administrative expenses” on the Company's unaudited Condensed Consolidated Statements of Operations.

Operating Earnings of our Operating Segments

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

We believe operating earnings is a measure that is useful for others to evaluate segment operating performance using the same criteria used by our senior management and CODM. Segment operating earnings represents segment earnings, including the direct and indirect costs of certain administrative functions required to operate our business, but excludes unallocated corporate and shared costs and credits, net corporate interest expense, stock option expense, amortization of customer-relationship intangible assets, contingent earnout adjustments, goodwill impairments, non-service pension costs and credits, income taxes, and net income or loss attributable to noncontrolling interests.

Administrative functions such as finance, human resources, information technology, quality and compliance, exist both in a centralized shared-service arrangement and within certain operations. Each of these functions is managed by centralized management and the costs of those services 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, amortization of customer-relationship intangible assets, contingent earnout adjustments, and non-service pension costs and credits are recurring components of our net income, but they are not considered part of our segment operating earnings because they are managed on a corporate-wide basis. Income taxes are calculated for the Company on a consolidated basis based on statutory rates in effect in the various jurisdictions in which we provide services, and vary significantly by jurisdiction. Net corporate interest expense results from capital structure decisions made by senior management and the Board of Directors, affecting the Company as a whole. Stock option expense represents the non-cash costs generally related to stock options and employee stock purchase plan expenses which are not allocated to our operating segments. Contingent earnout adjustments represent fair value adjustments of earnout liabilities arising from recent acquisitions. Amortization expense is a non-cash expense for finite-lived customer-relationship and trade name intangible assets acquired in business combinations. Non-service pension costs and credits represent the U.S. and U.K. non-service defined benefit pension costs and credits, which are non-operating in nature as the U.S. plan is frozen and the U.K. plans are closed to new participants. The service cost component of the U.K. plans remains in compensation expense. The exclusion of this measurement is intended to exclude market volatility related to an expense that is non-operating in nature and not related to business performance. None of these costs relate directly to the performance of our services or operating activities and, therefore, are excluded from segment operating earnings in order to better assess the results of each segment's operating activities on a consistent basis.

Goodwill impairments arise from time to time due to various factors, but are not allocated to our operating segments since they historically have not regularly impacted our performance and are not expected to impact our future performance on a regular basis.

Unallocated corporate and shared costs and credits include expenses and credits related to our chief executive officer and Board of Directors, certain provisions for bad debt allowances or subsequent recoveries such as those related to bankrupt clients, certain unallocated professional fees, and certain self-insurance costs and recoveries that are not allocated to our individual operating segments.

Additional discussion and analysis of our income taxes, net corporate interest expense, stock option expense, amortization of customer-relationship intangible assets, contingent earnout adjustments, goodwill impairments, non-service pension costs and credits, and unallocated corporate and shared costs and credits follows the discussion and analysis of the results of operations of our four 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 North America Loss Adjusting, International Operations, Broadspire, and Platform Solutions segments reconciled to net income (loss) before income taxes and net income (loss) attributable to shareholders of Crawford & Company were follows:


	Three Months Ended						Nine Months Ended
(in thousands, except percentages)	September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
Revenues:
North America Loss Adjusting	$	79,390		$	66,822		$	232,344		$	197,035
International Operations		98,066			86,066			285,241			269,048
Broadspire		88,299			78,381			253,369			234,949
Platform Solutions		59,839			63,655			188,297			166,262
Total Revenues before reimbursements		325,594			294,924			959,251			867,294
Reimbursements		12,066			11,493			36,743			30,564
Total Revenues	$	337,660		$	306,417		$	995,994		$	897,858
Direct Compensation, Fringe Benefits & Non-Employee Labor:
North America Loss Adjusting	$	53,635		$	48,331		$	162,418		$	142,937
% of related revenues before reimbursements		67.6	%		72.3	%		69.9	%		72.5	%
International Operations		66,426			61,666			190,178			190,273
% of related revenues before reimbursements		67.7	%		71.6	%		66.7	%		70.7	%
Broadspire		54,310			49,863			161,451			147,611
% of related revenues before reimbursements		61.5	%		63.6	%		63.7	%		62.8	%
Platform Solutions		39,638			42,106			124,238			110,424
% of related revenues before reimbursements		66.2	%		66.1	%		66.0	%		66.4	%
Total	$	214,009		$	201,966		$	638,285		$	591,245
% of Revenues before reimbursements		65.7	%		68.5	%		66.5	%		68.2	%
Expenses Other than Direct Compensation, Fringe Benefits & Non-Employee Labor:
North America Loss Adjusting	$	15,287		$	14,741		$	47,493		$	43,565
% of related revenues before reimbursements		19.3	%		22.1	%		20.4	%		22.1	%
International Operations		29,443			28,322			86,089			86,423
% of related revenues before reimbursements		30.0	%		32.9	%		30.2	%		32.1	%
Broadspire		20,457			22,320			62,311			67,039
% of related revenues before reimbursements		23.2	%		28.5	%		24.6	%		28.5	%
Platform Solutions		11,678			11,469			37,464			33,124
% of related revenues before reimbursements		19.5	%		18.0	%		19.9	%		19.9	%
Total before reimbursements		76,865			76,852			233,357			230,151
% of Revenues before reimbursements		23.6	%		26.1	%		24.3	%		26.5	%
Reimbursements		12,066			11,493			36,743			30,564
Total	$	88,931		$	88,345		$	270,100		$	260,715
% of Revenues		26.3	%		28.8	%		27.1	%		29.0	%
Segment Operating Earnings (Loss):
North America Loss Adjusting	$	10,468		$	3,750		$	22,433		$	10,533
% of related revenues before reimbursements		13.2	%		5.6	%		9.7	%		5.3	%
International Operations		2,197			(3,922	)		8,974			(7,648	)
% of related revenues before reimbursements		2.2	%		(4.6	)%		3.1	%		(2.8	)%
Broadspire		13,532			6,198			29,607			20,299
% of related revenues before reimbursements		15.3	%		7.9	%		11.7	%		8.6	%
Platform Solutions		8,523			10,080			26,595			22,714
% of related revenues before reimbursements		14.2	%		15.8	%		14.1	%		13.7	%
Deduct (Add):
Unallocated corporate and shared costs, net		(4,781	)		(2,438	)		(9,998	)		(7,378	)
Net corporate interest expense		(4,556	)		(2,903	)		(13,264	)		(6,201	)
Stock option expense		(145	)		(142	)		(440	)		(478	)
Amortization of customer-relationship intangible assets		(1,986	)		(1,998	)		(5,864	)		(5,784	)
Contingent earnout adjustments		(2,127	)		(887	)		(3,100	)		(3,246	)
Non-service pension (costs) credits		(2,170	)		532			(6,436	)		1,646
Goodwill impairment		—			(36,808	)		—			(36,808	)
Income (loss) before income taxes		18,955			(28,538	)		48,507			(12,351	)
(Provision) benefit for income taxes		(6,781	)		13,286			(17,258	)		8,092
Net income (loss)		12,174			(15,252	)		31,249			(4,259	)
Net loss attributable to noncontrolling interests		145			108			178			41
Net income (loss) attributable to shareholders of Crawford & Company	$	12,319		$	(15,144	)	$	31,427		$	(4,218	)

NORTH AMERICA LOSS ADJUSTING SEGMENT

Operating earnings in our North America Loss Adjusting segment totaled $10.5 million, or 13.2% of revenues before reimbursements, for the three months ended September 30, 2023, compared with 2022 operating earnings of $3.8 million, or 5.6% of revenues before reimbursements. For the nine months ended September 30, 2023, our North American Loss Adjusting segment reported operating earnings of $22.4 million, or 9.7% of revenues before reimbursements, compared with 2022 operating earnings of $10.5 million, or 5.3% of revenues before reimbursements. The increase in operating earnings in the 2023 third quarter and year-to-date periods were primarily due to the increase in revenues in the U.S. and improved staff utilization.

Excluding centralized indirect support costs, gross profit increased from $12.4 million, or 18.5% of revenues before reimbursements in 2022, to $19.7 million, or 24.9% of revenues before reimbursements, in the three months ended September 30, 2023. For the nine months ended September 30, 2023, gross profit increased from $35.0 million, or 17.8% of revenues before reimbursements in 2022, to $50.4 million, or 21.7% of revenues before reimbursements, due primarily to the increase in revenues in the U.S. and improved staff utilization.

Operating results for our North America Loss Adjusting segment, including gross profit, for the three and nine months ended September 30, 2023 and 2022 were as follows:


	In thousands (except percentages)
	Based on actual exchange rates			Based on exchange rates for the three months ended September 30, 2022
Three Months Ended September 30,	2023	2022	Variance	2023	Variance
Revenues	$79,390	$66,822	18.8%	$80,059	19.8%
Direct expenses	59,653	54,428	9.6%	60,196	10.6%
Gross profit	19,737	12,394	59.2%	19,863	60.3%
Indirect expenses	9,269	8,644	7.2%	9,370	8.4%
Total North America Loss Adjusting Operating Earnings	$10,468	$3,750	179.1%	$10,493	179.8%

Gross profit margin	24.9%	18.5%	6.4%	24.8%	6.3%
Operating margin	13.2%	5.6%	7.6%	13.1%	7.5%


	In thousands (except percentages)
	Based on actual exchange rates			Based on exchange rates for the nine months ended September 30, 2022
Nine Months Ended September 30,	2023	2022	Variance	2023	Variance
Revenues	$232,344	$197,035	17.9%	$235,917	19.7%
Direct expenses	181,905	161,997	12.3%	184,920	14.2%
Gross profit	50,439	35,038	44.0%	50,997	45.5%
Indirect expenses	28,006	24,505	14.3%	28,626	16.8%
Total North America Loss Adjusting Operating Earnings	$22,433	$10,533	113.0%	$22,371	112.4%

Gross profit margin	21.7%	17.8%	3.9%	21.6%	3.8%
Operating margin	9.7%	5.3%	4.4%	9.5%	4.2%

Revenues before Reimbursements

North America Loss Adjusting segment revenues are primarily derived from the property and casualty insurance company markets in the U.S. and Canada. Revenues before reimbursements by major region, based on actual exchange rates and using a constant exchange rate, for the three and nine months ended September 30, 2023 and 2022 were as follows:


	Three Months Ended
	Based on actual exchange rates							Based on exchange rates for the three months ended September 30, 2022
(in thousands, except percentages)	September 30, 2023		September 30, 2022		Variance			September 30, 2023		Variance
U.S.	$	55,202	$	41,161		34.1	%	$	55,202		34.1	%
Canada		24,188		25,661		(5.7	)%		24,857		(3.1	)%
Total North America Loss Adjusting Revenues before Reimbursements	$	79,390	$	66,822		18.8	%	$	80,059		19.8	%


	Nine Months Ended
	Based on actual exchange rates							Based on exchange rates for the nine months ended September 30, 2022
(in thousands, except percentages)	September 30, 2023		September 30, 2022		Variance			September 30, 2023		Variance
U.S.	$	159,688	$	122,438		30.4	%	$	159,688		30.4	%
Canada		72,656		74,597		(2.6	)%		76,229		2.2	%
Total North America Loss Adjusting Revenues before Reimbursements	$	232,344	$	197,035		17.9	%	$	235,917		19.7	%

Revenues before reimbursements from our North America Loss Adjusting segment totaled $79.4 million in the three months ended September 30, 2023, compared with $66.8 million in the 2022 period. This increase was due to increased business in the U.S. from both new and existing clients and increased utilization. The change in exchange rates decreased our North America Loss Adjusting segment revenues by approximately 1.0%, or $0.7 million, for the three months ended September 30, 2023 as compared with the 2022 period. Absent foreign exchange rate fluctuations, North America Loss Adjusting segment revenues would have been $80.1 million for the three months ended September 30, 2023. There was an increase in segment unit volume, measured principally by cases received, of 8.8% for the three months ended September 30, 2023, compared with the 2022 period, due to an increase in clients and associated staff in the U.S., partially offset by reduction in Canada. Changes in product mix and in the rates charged for those services accounted for an 11.0% revenue increase for the three months ended September 30, 2023 compared with the same period in 2022, due to increases in pricing and average fee per case.

Revenues before reimbursements from our North America Loss Adjusting segment totaled $232.3 million in the nine months ended September 30, 2023, compared with $197.0 million in the 2022 period. This increase was due to increased business in the U.S. from both new and existing clients, and an increase in weather-related cases. The change in exchange rates decreased our North America Loss Adjusting segment revenues by approximately 1.8%, or $3.6 million, for the nine months ended September 30, 2023 as compared with the 2022 period. Absent foreign exchange rate fluctuations, North America Loss Adjusting segment revenues would have been $235.9 million for the nine months ended September 30, 2023. There was a slight decrease in segment unit volume, measured principally by cases received, of (0.2)% for the nine months ended September 30, 2023, compared with the 2022 period, due to a change in the mix of services provided and reduction in high-frequency, low-severity cases that were present in the prior year. Excluding 17,400 high-frequency, low-severity cases received in the 2022 period for which minimal revenues were recognized, cases received would have increased by 8.2% in the 2023 year-to-date period compared with 2022. Revenues from these cases were recognized across several quarters as services were performed. Changes in product mix and in the rates charged for those services accounted for an 11.5% revenue increase for the nine months ended September 30, 2023 compared with the same period in 2022, due to increases in pricing and average fee per case.

The increase in revenues in the U.S. for the three and nine months ended September 30, 2023 was due to an increase in both Field Operations and Global Technical Services revenues in the current year, as a result of an increase in expert adjusting staff and increased business from new and existing clients. Based on constant foreign exchange rates, there was a slight decrease in revenues in Canada in the 2023 third quarter, although an increase in the 2023 year-to-date period, compared with 2022, partially offset by a reduction in high-frequency, low-severity cases in 2023.

Revenue variance components for our North America Loss Adjusting segment, for the three and nine months ended September 30, 2023 are summarized as follows:


2023 Period compared to 2022 Period Ending:	For the Three Months Ended September 30,	For the Nine Months Ended September 30,
Increase (decrease) in cases received	8.8%	(0.2)%
Decrease due to foreign currency exchange rates	(1.0)%	(1.8)%
High-frequency, low-severity cases received in 2022 with minimal 2022 revenues	—	8.4%
Change in product mix and rates	11.0%	11.5%
Increase in Revenues before Reimbursements	18.8%	17.9%

Reimbursed Expenses included in Total Revenues

Reimbursements for out-of-pocket expenses incurred in our North America Loss Adjusting segment, which are included in total Company revenues, were $2.5 million and $2.2 million for the three months ended September 30, 2023 and 2022, respectively. Reimbursements were $7.8 million and $6.2 million for the nine months ended September 30, 2023 and 2022, respectively. These increases were due to the increase in revenues, partially offset by a change in the mix of claims handled in Canada.

Case Volume Analysis

North America Loss Adjusting segment unit volumes by geographic region, measured by cases received, for the three and nine months ended September 30, 2023 and 2022 were as follows:


	Three Months Ended							Nine Months Ended
(whole numbers, except percentages)	September 30, 2023		September 30, 2022		Variance			September 30, 2023		September 30, 2022		Variance
U.S.		41,624		32,279		29.0	%		115,398		100,694		14.6	%
Canada		36,810		39,833		(7.6	)%		109,723		124,830		(12.1	)%
Total North America Loss Adjusting Cases Received		78,434		72,112		8.8	%		225,121		225,524		(0.2	)%

Overall, there was an increase in cases of 8.8% in the three months ended September 30, 2023, compared to the same period in 2022. The increase in U.S. case volumes in the 2023 third quarter was due to an increase in cases from both new and existing clients. There was a decrease in cases in Canada in the 2023 third quarter due to a change in the mix of services provided resulting from fewer high-frequency, low-severity cases, compared with the 2022 period.

There was a slight decrease in cases of (0.2)% in the nine months ended September 30, 2023, compared to the same period in 2022. There was an increase in U.S. case volumes in the year-to-date period due to an increase from both new and existing clients and an increase in weather-related activity. There was a decrease in cases in Canada in the nine-month period due to a change in the mix of services provided resulting from fewer high-frequency, low-severity cases in the 2023 year-to-date period. There were approximately 12,200 high-frequency, low-severity Contractor Connection and automobile cases received in Canada in the 2022 year-to-date period, and 5,200 high-frequency, low-severity cases received in the U.S. for which minimal revenues were recognized. Excluding these cases, North America Loss Adjusting cases would have increased by 17,000, or 8.2%, in the 2023 year-to-date period, compared to 2022.

Direct Compensation, Fringe Benefits & Non-Employee Labor

The most significant expense in our North America Loss Adjusting segment is the compensation of employees, including related payroll taxes and fringe benefits, and the payments to outsourced service providers that augment the functions performed by our employees. As a percentage of revenues before reimbursements, direct compensation, fringe benefits, and non-employee labor expenses were 67.6% for the three months ended September 30, 2023 compared with 72.3% for the 2022 period. For the nine months ended September 30, 2023, direct compensation, fringe benefits, and non-employee labor expenses were 69.9% compared with 72.5% for the 2022 period. The total dollar amount of these expenses increased to $53.6 million for the three months ended September 30, 2023 from $48.3 million for the comparable 2022 period, and were $162.4 million for the nine months ended September 30, 2023 compared to $142.9 million in 2022. The increase in amounts was due to an increase in employees required to handle the increased cases. The decrease in the percentage of revenues before reimbursements is due to the increased revenues and improved staff utilization, compared to the 2022 periods. There was an average of 2,058 full-time equivalent employees in this segment in the nine months ended September 30, 2023 compared with an average of 1,997 in the 2022 period.

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

North America Loss Adjusting expenses other than reimbursements, direct compensation, fringe benefits, and non-employee labor were $15.3 million for the three months ended September 30, 2023 compared with $14.7 million for the 2022 period. As a percentage of revenues before reimbursements, expenses other than direct compensation, fringe benefits, and non-employee labor expenses were 19.3% for the three months ended September 30, 2023 compared with 22.1% for the 2022 period. For the nine months ended September 30, 2023, expenses other than reimbursements, direct compensation, fringe benefits, and non-employee labor were $47.5 million, compared with $43.6 million for the 2022 period. As a percentage of revenues before reimbursements, expenses other than direct compensation, fringe benefits, and non-employee labor expenses were 20.4% for the nine months ended September 30, 2023, compared with 22.1% for the 2022 period. The increase in the current year amounts was due to the higher revenues and technology investments, and an increase in the allowance for estimated credit losses. The decrease in the expense as a percentage of revenues before reimbursements is due to operating leverage from the increased revenues.

INTERNATIONAL OPERATIONS SEGMENT

Operating earnings in our International Operations segment were $2.2 million, or 2.2% of revenues before reimbursements, for the three months ended September 30, 2023, compared with an operating loss of $(3.9) million, or (4.6)% of revenues before reimbursements, in the 2022 period. For the nine months ended September 30, 2023, our International Operations segment reported operating earnings of $9.0 million, or 3.1% of revenues before reimbursements, compared with an operating loss in 2022 of $(7.6) million, or (2.8)% of revenues before reimbursements. The increase in operating earnings in the 2023 periods was primarily due to increased revenues in the U.K., Europe, Asia, and Latin America, and cost reductions in various international operations.

Excluding centralized indirect support costs, gross profit increased from $9.4 million, or 10.9% of revenues before reimbursements in 2022, to $14.5 million, or 14.8% of revenues before reimbursements, in the three months ended September 30, 2023. For the nine months ended September 30, 2023, gross profit increased from $32.4 million, or 12.1% of revenues before reimbursements in 2022, to $47.2 million, or 16.6% of revenues before reimbursements. These increases were primarily due to increased revenues and cost reductions in various operations.

Operating results for our International Operations segment, including gross profit, for the three and nine months ended September 30, 2023 and 2022 were as follows:


	In thousands (except percentages)
	Based on actual exchange rates			Based on exchange rates for the three months ended September 30, 2022
Three Months Ended September 30,	2023	2022	Variance	2023	Variance
Revenues	$98,066	$86,066	13.9%	$96,784	12.5%
Direct expenses	83,592	76,677	9.0%	82,331	7.4%
Gross profit	14,474	9,389	54.2%	14,453	53.9%
Indirect expenses	12,277	13,311	(7.8)%	12,070	(9.3)%
Total International Operations Operating Earnings (Loss)	$2,197	$(3,922)	156.0%	$2,383	(160.8)%

Gross profit margin	14.8%	10.9%	3.9%	14.9%	4.0%
Operating margin	2.2%	(4.6)%	6.8%	2.5%	7.1%


	In thousands (except percentages)
	Based on actual exchange rates			Based on exchange rates for the nine months ended September 30, 2022
Nine Months Ended September 30,	2023	2022	Variance	2023	Variance
Revenues	$285,241	$269,048	6.0%	$297,918	10.7%
Direct expenses	238,032	236,602	0.6%	248,225	4.9%
Gross profit	47,209	32,446	45.5%	49,693	53.2%
Indirect expenses	38,235	40,094	(4.6)%	39,942	(0.4)%
Total International Operations Operating Earnings (Loss)	$8,974	$(7,648)	217.3%	$9,751	(227.5)%

Gross profit margin	16.6%	12.1%	4.5%	16.7%	4.6%
Operating margin	3.1%	(2.8)%	5.9%	3.3%	6.1%

Revenues before Reimbursements

International Operations segment revenues are primarily derived from the global property and casualty insurance company markets in the U.K, Europe, Australia, Asia and Latin America. Revenues before reimbursements by major region, based on actual exchange rates and using a constant exchange rate, for the three and nine months ended September 30, 2023 and 2022 were as follows:


	Three Months Ended
	Based on actual exchange rates							Based on exchange rates for the three months ended September 30, 2022
(in thousands, except percentages)	September 30, 2023		September 30, 2022		Variance			September 30, 2023		Variance
U.K.	$	38,290	$	25,352		51.0	%	$	37,035		46.1	%
Europe		22,331		20,535		8.7	%		21,814		6.2	%
Australia		22,867		27,434		(16.6	)%		23,819		(13.2	)%
Asia		5,601		5,196		7.8	%		5,589		7.6	%
Latin America		8,977		7,549		18.9	%		8,527		13.0	%
Total International Operations Revenues before Reimbursements	$	98,066	$	86,066		13.9	%	$	96,784		12.5	%


	Nine Months Ended
	Based on actual exchange rates			Based on exchange rates for the nine months ended September 30, 2022
(in thousands, except percentages)	September 30, 2023	September 30, 2022	Variance	September 30, 2023	Variance
U.K.	$106,139	$92,837	14.3%	$111,563	20.2%
Europe	68,255	68,217	0.1%	70,805	3.8%
Australia	68,787	69,794	(1.4)%	73,107	4.7%
Asia	17,116	16,376	4.5%	17,590	7.4%
Latin America	24,944	21,824	14.3%	24,853	13.9%
Total International Operations Revenues before Reimbursements	$285,241	$269,048	6.0%	$297,918	10.7%

Revenues before reimbursements from our International Operations segment totaled $98.1 million in the three months ended September 30, 2023, compared with $86.1 million in the 2022 period. This increase was primarily due to an increase in the U.K., Europe and Latin America. The change in exchange rates increased our International Operations segment revenues by approximately 1.4%, or $1.3 million, for the three months ended September 30, 2023 as compared with the 2022 period. Absent foreign exchange rate fluctuations, International Operations segment revenues would have been $96.8 million for the three months ended September 30, 2023. There was a $0.1 million increase, or 0.1% increase in International Operations revenues in the quarter as a result of the 2022 Van Dijk acquisition in Europe. There was a decrease in segment unit volume, measured principally by cases received, of (1.8)% for the three months ended September 30, 2023, compared with the 2022 period, due to a change in the mix of services provided between quarters. There were 5,000 cases received in Australia in the 2022 third quarter as a result of a weather-related catastrophe for which revenues were recognized across several quarters as services were performed. In addition, cases declined 5.2% due to a decrease of 6,500 high-frequency, low-severity cases received in Europe in the 2022 third quarter for which only minimal revenues were recognized. Changes in product mix and in the rates charged for those services accounted for a 4.9% revenue increase for the three months ended September 30, 2023 compared with the same period in 2022.

Revenues before reimbursements from our International Operations segment totaled $285.2 million in the nine months ended September 30, 2023, compared with $269.0 million in the 2022 period. This increase was primarily due to increases in the U.K. and Latin America. The change in exchange rates decreased our International Operations segment revenues by approximately 4.7%, or $12.7 million, for the nine months ended September 30, 2023 as compared with 2022. Absent foreign exchange rate fluctuations, International Operations segment revenues would have been $297.9 million for the nine months ended September 30, 2023. There was a $1.4 million increase, or 0.5% increase in International Operations revenues in the year-to-date period as a result of the Van Dijk acquisition in Europe. There was a decrease in segment unit volume, measured principally by cases received, of (11.3)% for the nine months ended September 30, 2023, compared with the 2022 period, due to a change in the mix of services provided between periods. There were 17,000 cases received in Australia in the 2022 period as a result of a weather-related catastrophe for which revenues were recognized across several quarters as services were performed. In addition, cases declined 5.2% due to a decrease of 21,100 high-frequency, low-severity cases received in Europe in the 2022 year-to-date period for which only minimal revenues were recognized. Changes in product mix and in the rates charged for those services accounted for a 12.1% revenue increase for the nine months ended September 30, 2023 compared with the same period in 2022.

Based on constant foreign exchange rates, the increase in revenues in the U.K. for the 2023 third quarter and year-to-date periods was due to an increase in case volumes from both new and existing clients. There was an increase in revenues in Europe in the 2023 periods, compared with 2022, due to increases in the Netherlands, including the benefit of the Van Dijk acquisition, partially offset by a decrease in high-frequency, low-severity case volume increases in Scandinavia. There was a decrease in revenues in Australia in the quarter, although an increase in the year-to-date period due to the continued handling of weather-related case activity from the 2022 flooding catastrophe. There was an increase in revenues in Asia in the 2023 third quarter, compared with 2022, due to an increase in high-frequency, low-severity activity in Singapore, and an increase in weather-related claim activity in the year-to-date period. The increase in revenues in Latin America in 2023 was due to an increase in cases with higher average fees in Chile, partially offset by a decrease in high-frequency, low-severity cases in Brazil and Colombia in the third quarter.

Revenue variance components for our International Operations segment, for the three and nine months ended September 30, 2023 are summarized as follows:


2023 Period compared to 2022 Period Ending:	For the Three Months Ended September 30,	For the Nine Months Ended September 30,
Decrease in cases received	(1.8)%	(11.3)%
Increase (decrease) due to foreign currency exchange rates	1.4%	(4.7)%
Australia 2022 catastrophe cases	4.1%	4.2%
High-frequency, low-severity cases received in Europe in 2022 with minimal 2022 revenues	5.2%	5.2%
Change in product mix and rates	4.9%	12.1%
Acquisitions	0.1%	0.5%
Increase in Revenues before Reimbursements	13.9%	6.0%

Reimbursed Expenses included in Total Revenues

Reimbursements for out-of-pocket expenses incurred in our International Operations segment, which are included in total Company revenues, were $7.7 million and $8.1 million for the three months ended September 30, 2023 and 2022, respectively. Reimbursements were $24.4 million and $21.2 million for the nine months ended September 30, 2023 and 2022, respectively. The increase in reimbursed expenses in the year-to-date period was due to the increase in revenues, although there was a decreased use of third parties in the current year third quarter.

Case Volume Analysis

International Operations segment unit volumes by geographic region, measured by cases received, for the three and nine months ended September 30, 2023 and 2022 were as follows:


	Three Months Ended							Nine Months Ended
(whole numbers, except percentages)	September 30, 2023		September 30, 2022		Variance			September 30, 2023		September 30, 2022		Variance
U.K.		37,872		33,785		12.1	%		121,048		113,035		7.1	%
Europe		45,384		51,119		(11.2	)%		132,285		165,093		(19.9	)%
Australia		8,631		14,461		(40.3	)%		27,661		55,965		(50.6	)%
Asia		7,202		4,152		73.5	%		19,417		16,293		19.2	%
Latin America		21,985		19,753		11.3	%		61,219		57,271		6.9	%
Total International Operations Cases Received		121,074		123,270		(1.8	)%		361,630		407,657		(11.3	)%

Overall, there was a decrease in cases received of (1.8)% for the three months ended September 30, 2023, compared with the 2022 period. There was an increase in the U.K. in the third quarter due to increases from both new and existing clients. Cases declined in Europe due to a change in the mix of services provided between periods, including a reduction of 6,500 high-frequency, low-severity cases in Scandinavia. There was a decrease of 5,000 weather-related cases in Australia in the 2022 third quarter related to flooding catastrophe, although revenues are recognized across multiple quarters as services are performed. The increase in cases received in Asia was due to an increase in high-frequency, low-severity activity in Singapore. Latin America also experienced an increase in cases received in Chile, partially offset by a decrease in high-frequency, low-severity cases in Brazil and Colombia.

Overall, there was a decrease in cases received of (11.3)% for the nine months ended September 30, 2023, compared with the 2022 period. There was an increase in cases in the U.K., due to new business from both new and existing clients. Cases declined in Europe due to a change in the mix of services provided between periods, including a reduction of 21,100 high-frequency, low-severity cases in Scandinavia. There was a decrease in 17,000 weather-related cases in Australia related to flooding catastrophe in 2022 referenced above. There was an increase in cases received in Asia due to an increase in high-frequency, low-severity weather-related activity. Latin America experienced an increase in high-frequency, low-severity cases in Chile and Brazil, partially offset by a reduction in Colombia.

Direct Compensation, Fringe Benefits & Non-Employee Labor

The most significant expense in our International Operations segment is the compensation of employees, including related payroll taxes and fringe benefits, and the payments to outsourced service providers that augment the functions performed by our employees. As a percentage of revenues before reimbursements, direct compensation, fringe benefits, and non-employee labor expenses was 67.7% for the three months ended September 30, 2023 compared with 71.6% for the 2022 period. The total dollar amount of these expenses were $66.4 million for the three months ended September 30, 2023, compared to $61.7 million for the 2022 period. For the nine months ended September 30, 2023, direct compensation, fringe benefits, and non-employee labor expenses were 66.7%, compared with 70.7% in 2022, and were $190.2 million for the nine months ended September 30, 2023 compared to $190.3 million in 2022. The increase in the amounts was due to the higher revenues and an increase in incentive compensation, partially offset by cost reductions undertaken in 2022. The decrease in the percentage of revenues before reimbursements is due to improved staff utilization. There was an average of 3,660 full-time equivalent employees in this segment in the nine months ended September 30, 2023, including 15 from the Van Dijk acquisition, compared with an average of 3,650 in the comparable 2022 period.

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

International Operations expenses other than reimbursements, direct compensation, fringe benefits, and non-employee labor were $29.4 million for the three months ended September 30, 2023 compared with $28.3 million for the 2022 period. As a percentage of revenues before reimbursements, expenses other than direct compensation, fringe benefits, and non-employee labor expenses were 30.0% for the three months ended September 30, 2023 compared with 32.9% for the 2022 period. For the nine months ended September 30, 2023, expenses other than reimbursements, direct compensation, fringe benefits, and non-employee labor were $86.1 million, compared with $86.4 million for the 2022 period. As a percentage of revenues before reimbursements, expenses other than direct compensation, fringe benefits, and non-employee labor expenses were 30.2% for the nine months ended September 30, 2023, compared with 32.1% for the 2022 period. The increase in the third quarter expense was due to the increased business activities, although there was a slight decrease in administrative costs in the year-to-date period. There was a decrease in the expense as a percent of revenues before reimbursements due to improved operating leverage.

BROADSPIRE SEGMENT

Our Broadspire segment reported operating earnings of $13.5 million, or 15.3% of revenues before reimbursements, for the three months ended September 30, 2023 as compared with $6.2 million, or 7.9% of revenues before reimbursements, for the third quarter of 2022. For the nine months ended September 30, 2023, our Broadspire segment reported operating earnings of $29.6 million, or 11.7% of revenues before reimbursements, compared with 2022 operating earnings of $20.3 million, or 8.6% of revenues before reimbursements. The increase in the 2023 third quarter and year-to-date period was due to an increase in revenues resulting from new client programs, increased medical management usage, and pricing improvements.

Excluding centralized indirect support costs, third quarter gross profit increased from $17.9 million, or 22.8% of revenues before reimbursements, in 2022 to $25.5 million, or 28.9% of revenues before reimbursements in 2023. For the nine months ended September 30, 2023, gross profit increased from $52.0 million, or 22.1% of revenues before reimbursements in 2022, to $64.5 million, or 25.5% of revenues before reimbursements. These increases were due to the increased revenues and improved staff utilization.

Operating results for our Broadspire segment, including gross profit, for the three and nine months ended September 30, 2023 and 2022 were as follows:


	In thousands (except percentages)
Three Months Ended September 30,	2023			2022			Variance
Revenues	$	88,299		$	78,381			12.7	%
Direct expenses		62,799			60,494			3.8	%
Gross profit		25,500			17,887			42.6	%
Indirect expenses		11,968			11,689			2.4	%
Total Broadspire Operating Earnings	$	13,532		$	6,198			118.3	%

Gross profit margin		28.9	%		22.8	%		6.1	%
Operating margin		15.3	%		7.9	%		7.4	%


	In thousands (except percentages)
Nine Months Ended September 30,	2023	2022	Variance
Revenues	$253,369	$234,949	7.8%
Direct expenses	188,861	182,914	3.3%
Gross profit	64,508	52,035	24.0%
Indirect expenses	34,901	31,736	10.0%
Total Broadspire Operating Earnings	$29,607	$20,299	45.9%

Gross profit margin	25.5%	22.1%	3.4%
Operating margin	11.7%	8.6%	3.1%

Revenues before Reimbursements

Broadspire revenues are derived from the casualty and disability insurance and self-insured markets in the U.S. Revenues before reimbursements by service line for the three and nine months ended September 30, 2023 and 2022 were as follows:


	Three Months Ended
(in thousands, except percentages)	September 30, 2023		September 30, 2022		Variance
Claims Management	$	43,989	$	40,275		9.2	%
Medical Management		44,310		38,106		16.3	%
Total Broadspire Revenues before Reimbursements	$	88,299	$	78,381		12.7	%


	Nine Months Ended
(in thousands, except percentages)	September 30, 2023	September 30, 2022	Variance
Claims Management	$125,620	$120,252	4.5%
Medical Management	127,749	114,697	11.4%
Total Broadspire Revenues before Reimbursements	$253,369	$234,949	7.8%

Revenues before reimbursements from our Broadspire segment totaled $88.3 million in the three months ended September 30, 2023 compared with $78.4 million in the 2022 period. This increase was primarily due to an increase in new client growth and an increase in average fees across both service lines. Revenues were positively impacted by an increase in unit volumes, measured principally by cases received, of 1.1% for the three months ended September 30, 2023 compared with the same period of 2022. This is partly due to a $3.2 million increase in revenues within our Medical Management service line for which no cases are received, or 3.6% of the increase in revenues. Changes in product mix and in the rates charged for those services accounted for a 8.0% revenue increase for the 2023 third quarter compared with the 2022 period, primarily due to an increase in workers compensation cases and an increase in the average fee per case.

For the nine months ended September 30, 2023, revenues before reimbursements from our Broadspire segment totaled $253.4 million compared with $234.9 million in the 2022 period. This increase was primarily due to an increase in new client growth and an increase in average fees across both service lines. Revenues were positively impacted by a slight increase in unit volumes, measured principally by cases received, of 0.2% for the nine months ended September 30, 2023 compared with the same period of 2022. This is partly due to a $5.3 million increase in revenues within our Medical Management service line for which no cases are received, or 2.2% of the increase in revenues. Changes in product mix and in the rates charged for those services accounted for a 5.4% revenue increase for the 2023 nine-month period compared with 2022, primarily due to an increase in workers compensation cases and an increase in the average fee per case.

Revenue variance components for our Broadspire segment, for the three and nine months ended September 30, 2023 are summarized as follows:


2023 Period compared to 2022 Period Ending:	For the Three Months Ended September 30,	For the Nine Months Ended September 30,
Increase in cases received	1.1%	0.2%
Revenue increase with no cases received	3.6%	2.2%
Change in product mix and rates	8.0%	5.4%
Increase in Revenues before Reimbursements	12.7%	7.8%

Reimbursed Expenses included in Total Revenues

Reimbursements for out-of-pocket expenses incurred in our Broadspire segment were $0.7 million and $0.9 million for the three months ended September 30, 2023 and 2022, respectively. Reimbursements were $2.4 million for both the nine months ended September 30, 2023 and 2022, respectively. Although revenues increased in the 2023 periods, there was not an associated increase in reimbursed expenses.

Case Volume Analysis

Broadspire unit volumes by service line, as measured by cases received, for the three and nine months ended September 30, 2023 and 2022 were as follows:


	Three Months Ended							Nine Months Ended
(whole numbers, except percentages)	September 30, 2023		September 30, 2022		Variance			September 30, 2023		September 30, 2022		Variance
Claims Management		103,930		110,242		(5.7	)%		306,467		315,636		(2.9	)%
Medical Management		39,243		31,416		24.9	%		108,876		98,867		10.1	%
Total Broadspire Cases Received		143,173		141,658		1.1	%		415,343		414,503		0.2	%

Overall case volumes were 1.1% higher for the three months ended September 30, 2023 and 0.2% higher for the nine months ended September 30, 2023 due primarily to an increase in Medical Management referrals. There was a decrease in Claims Management cases due to a reduction in casualty cases, although there was a change in the mix of cases received which resulted in an increase in revenues and an increase in the average fee per case.

Direct Compensation, Fringe Benefits & Non-Employee Labor

The most significant expense in our Broadspire segment is the compensation of employees, including related payroll taxes and fringe benefits, and the payments to outsourced service providers that augment the functions performed by our employees. Direct compensation, fringe benefits, and non-employee labor totaled $54.3 million for the three months ended September 30, 2023, compared to $49.9 million for the comparable 2022 period. Direct compensation, fringe benefits, and non-employee labor, as a percent of the related revenues before reimbursements, decreased from 63.6% in the 2022 third quarter to 61.5% in 2023 third quarter, primarily due to the increased revenues. For the nine months ended September 30, 2023, direct compensation, fringe benefits, and non-employee labor totaled $161.5 million, compared to $147.6 million in 2022. For the nine months ended September 30, 2023, direct compensation, fringe benefits, and non-employee labor, as a percent of the related revenues before reimbursements, increased from 62.8% in 2022 to 63.7% in 2023. The increase in the amounts was due to the increased revenues and an increase in average full-time equivalent employees in support of client requirements. The decrease in expense as a percent of revenues before reimbursements was due to the increased revenues and operating leverage in 2023. Average full-time equivalent employees in this segment totaled 2,601 in the first nine months ended September 30, 2023, compared with 2,473 in the comparable 2022 period.

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

Broadspire segment expenses other than reimbursements, direct compensation, fringe benefits, and non-employee labor as a percent of revenues before reimbursements were 23.2% for the three months ended September 30, 2023, compared with 28.5% in the 2022 period. The amount of these expenses decreased from $22.3 million for the three months ended September 30, 2022 to $20.5 million in 2023. For the nine months ended September 30, 2023, expenses other than reimbursements, direct compensation, fringe benefits, and non-employee labor were $62.3 million, compared with $67.0 million for the 2022 period. As a percentage of revenues before reimbursements, expenses other than, direct compensation, fringe benefits, and non-employee labor expenses were 24.6% for the nine months ended September 30, 2023, compared with 28.5% for the 2022 period. The decrease in the overall expense and in expense as a percent of revenues before reimbursements was due to the increased revenues and lower non-compensation related costs.

PLATFORM SOLUTIONS SEGMENT

Our Platform Solutions segment reported operating earnings of $8.5 million for the three months ended September 30, 2023, compared with operating earnings of $10.1 million in the 2022 period. The segment operating margin decreased from 15.8% for the three months ended September 30, 2022, to 14.2% in the comparable 2023 period. This decrease was due to a reduction in revenues in our Networks service line. For the nine months ended September 30, 2023, our Platform Solutions segment reported operating earnings of $26.6 million, or 14.1% of revenues before reimbursements, compared with 2022 operating earnings of $22.7 million, or 13.7% of revenues before reimbursements. The increase in operating earnings was due to the increased revenues in each of our Networks, Contractor Connection and Subrogation service lines.

Excluding indirect support costs, gross profit in the third quarter decreased from $15.6 million, or 24.5% of revenues before reimbursements in 2022, to $14.1 million, or 23.5% of revenues before reimbursements, in 2023. This decrease was due to a reduction in revenues in our Networks service line. For the nine months ended September 30, 2023, gross profit increased from $38.0 million, or 22.8% of revenues before reimbursements in 2022, to $43.5 million, or 23.1% of revenues before reimbursements in 2023. The increase in gross profit in the 2023 year-to-date period is due to the increase in revenues in each of our service lines.

Operating results for our Platform Solutions segment, including gross profit, for the three and nine months ended September 30, 2023 and 2022 were as follows:


	In thousands (except percentages)
Three Months Ended September 30,	2023			2022			Variance
Revenues	$	59,839		$	63,655			(6.0	)%
Direct expenses		45,761			48,054			(4.8	)%
Gross profit		14,078			15,601			(9.8	)%
Indirect expenses		5,555			5,521			0.6	%
Total Platform Solutions Operating Earnings	$	8,523		$	10,080			(15.4	)%

Gross profit margin		23.5	%		24.5	%		(1.0	)%
Operating margin		14.2	%		15.8	%		(1.6	)%


	In thousands (except percentages)
Nine Months Ended September 30,	2023	2022	Variance
Revenues	$188,297	$166,262	13.3%
Direct expenses	144,773	128,279	12.9%
Gross profit	43,524	37,983	14.6%
Indirect expenses	16,929	15,269	10.9%
Total Platform Solutions Operating Earnings	$26,595	$22,714	17.1%

Gross profit margin	23.1%	22.8%	0.3%
Operating margin	14.1%	13.7%	0.4%

Revenues before Reimbursements

Platform Solutions segment revenues are primarily derived from the property and casualty insurance company markets in the U.S. Revenues before reimbursements by service line for the three and nine months ended September 30, 2023 and 2022 were as follows:


	Three Months Ended
(in thousands, except percentages)	September 30, 2023		September 30, 2022		Variance
Contractor Connection	$	19,013	$	17,453		8.9	%
Networks		34,160		40,809		(16.3	)%
Subrogation		6,666		5,393		23.6	%
Total Platform Solutions Revenues before Reimbursements	$	59,839	$	63,655		(6.0	)%


	Nine Months Ended
(in thousands, except percentages)	September 30, 2023	September 30, 2022	Variance
Contractor Connection	$58,110	$50,112	16.0%
Networks	110,027	100,840	9.1%
Subrogation	20,160	15,310	31.7%
Total Platform Solutions Revenues before Reimbursements	$188,297	$166,262	13.3%

Revenues before reimbursements from our Platform Solutions segment totaled $59.8 million in the three months ended September 30, 2023, compared with $63.7 million in the 2022 period. This decrease was primarily due to a reduction in our Networks service line where we provide staff augmentation for our clients, partially offset by increases in our Contractor Connection and Subrogation service lines. There was a decrease in segment unit volume, measured principally by cases received, of (9.0)%, for the three months ended September 30, 2023, compared with the 2022 period. There was a decrease in high-frequency, low-severity cases in our Networks service line of 7,600 cases, or a 5.1% decrease in Platform Solutions cases received, in the 2023 third quarter. Revenues in our Platform Solutions segment include revenues from existing clients where we provide staff augmentation for our clients, which resulted in $(4.9) million of decreased revenues in the 2023 third quarter, or a (7.7)% decrease in Platform Solutions revenue. The revenues generated from these clients consist of providing dedicated employees to the clients which is not measured by cases, and accordingly there is no change in cases received to match the change in revenues. Changes in product mix and in the rates charged for those services accounted for a 5.6% revenue increase for the 2023 three-month period compared with 2022, due to increases in pricing and average case values.

For the nine months ended September 30, 2023, revenues before reimbursements from our Platform Solutions segment totaled $188.3 million, compared with $166.3 million in the 2022 period. This increase was primarily due to an increase in our Networks service line due to new client growth and increased utilization with existing clients, as well as increases in our Contractor Connection and Subrogation service lines. There was a decrease in segment unit volume, measured principally by cases received, of (7.1)%, compared with the 2022 period. There was a decrease in high-frequency, low-severity cases in our Networks service line of 16,000 cases, or a 4.2% decrease in Platform Solutions cases received, in the 2023 year-to-date period. Revenues in our Platform Solutions segment include revenues from existing clients where we provide staff augmentation for our clients, which resulted in $13.1 million of increased revenues in the 2023 nine-month period, or a 7.0% increase in Platform Solutions revenue. Changes in product mix and in the rates charged for those services accounted for a 9.2% revenue increase for the 2023 nine-month period compared with 2022, due to increases in pricing and average case values.

The decrease in revenues for the three months ended September 30, 2023 in our Networks service line was primarily due to a reduction where we provide staff augmentation for our clients. The increase in revenues in our Networks service line for the nine months ended September 30, 2023 was due to increased utilization with existing clients in our Catastrophe service line, partially offset by a reduction in WeGoLook. The increase in Contractor Connection was due to increases in pricing and the average case values. There was an increase in revenues in our Subrogation service line, in spite of a reduction in cases received, due to a special project in the 2022 year-to-date period that had a lower average fee per case.

Revenue variance components for our Platform Solutions segment, for the three and nine months ended September 30, 2023 are summarized as follows:


2023 Period compared to 2022 Period Ending:	For the Three Months Ended September 30,	For the Nine Months Ended September 30,
Decrease in cases received	(9.0)%	(7.1)%
Reduction in high-frequency, low-severity Networks cases received in 2022 with minimal revenues	5.1%	4.2%
Revenues from staff augmentation for which no cases are received	(7.7)%	7.0%
Change in product mix and rates	5.6%	9.2%
(Decrease) Increase in Revenues before Reimbursements	(6.0)%	13.3%

Reimbursed Expenses included in Total Revenues

Reimbursements for out-of-pocket expenses incurred in our Platform Solutions segment were $1.1 million for the three months ended September 30, 2023 compared with $0.4 million in the 2022 period. Reimbursements were $2.2 million and $0.7 million for the nine months ended September 30, 2023 and 2022, respectively. These increases were due to the increased revenues and an increased use of third parties in the 2023 periods.

Case Volume Analysis

Platform Solutions unit volumes by service line, as measured by cases received, for the three and nine months ended September 30, 2023 and 2022 were as follows:


	Three Months Ended							Nine Months Ended
(whole numbers, except percentages)	September 30, 2023		September 30, 2022		Variance			September 30, 2023		September 30, 2022		Variance
Contractor Connection		37,074		41,573		(10.8	)%		111,470		117,801		(5.4	)%
Networks		88,988		99,606		(10.7	)%		213,684		229,680		(7.0	)%
Subrogation		10,601		9,013		17.6	%		26,130		30,570		(14.5	)%
Total Platform Solutions Cases Received		136,663		150,192		(9.0	)%		351,284		378,051		(7.1	)%

Overall case volumes were (9.0)% lower in the three months ended September 30, 2023, compared with the 2022 period, due to decreases in Contractor Connection and Networks. For the nine months ended September 30, 2023, overall case volumes were (7.1)% lower compared with 2022 due to decreases in each of our service lines. There was a decrease in high-frequency, low-severity cases in our Networks service line of 7,600 cases and 16,000 cases in the three months and nine months ended September 30, 2023, respectively, compared to 2022. This was due to a decrease in high-frequency, low-severity cases received in WeGoLook resulting from a special project in 2022, partially offset by an increase in Catastrophe. A portion of the increase in revenues in our Networks service line is the result of revenues generated which consists of us providing dedicated employees to clients. This revenue is not based on fees per case, and accordingly there is no increase in cases received to match the increase in revenues. There was a decrease in cases received in our Contractor Connection service line in the 2023 periods due to carrier clients experiencing decreased program utilization. The decrease in cases in our Subrogation service line in the year-to-date period was due to a special project in the 2022 period that had a lower average fee per case.

Direct Compensation, Fringe Benefits & Non-Employee Labor

Platform Solutions direct compensation, fringe benefits, and non-employee labor expenses as a percent of revenues before reimbursements were 66.2% in the 2023 third quarter compared with 66.1% in the 2022 quarter. For the nine months ended September 30, 2023, direct compensation, fringe benefits, and non-employee labor expenses were 66.0% compared with 66.4% in 2022. The dollar amount of these expenses was $39.6 million for the 2023 third quarter and $42.1 million in the 2022 quarter, and were $124.2 million for the nine months ended September 30, 2023 compared to $110.4 million in 2022. The decrease in costs in the third quarter was due to the reduction in revenues. The increase in costs in the year-to-date period was due to higher revenues in the current year and increased employees to support client growth. The decrease in the expense as a percentage of revenues before reimbursements in the current year was due to the increased revenues and improved staff utilization. There was an average of 1,417 full-time equivalent employees in the Platform Solutions segment in the 2023 nine-month period, compared with an average of 1,259 for the comparable 2022 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 19.5% of Platform Solutions revenues before reimbursements for the three months ended September 30, 2023 compared with 18.0% for the comparable period in 2022. The dollar amount of these expenses increased to $11.7 million in the 2023 third quarter as compared with $11.5 million in the 2022 period. For the nine months ended September 30, 2023, expenses other than reimbursements, direct compensation, fringe benefits, and non-employee labor were $37.5 million, compared with $33.1 million for the 2022 period. As a percentage of revenues before reimbursements, expenses other than direct compensation, fringe benefits, and non-employee labor expenses were 19.9% for the nine months ended September 30, 2023, compared with 19.9% for the 2022 period. The increase in the operating expenses in the 2023 periods is due to additional expense needed to support the increased revenues, including the cost of technology investments. The increase as a percent of revenues before reimbursements for the third quarter is due to the lower revenues in the 2023 period, although the percent of revenues before reimbursements remained consistent in the year-to-date periods.

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, amounts related to uncertain income tax positions, and goodwill impairments. We estimate that our effective income tax rate for 2023 will be approximately 36% to 38% after considering known discrete items as of September 30, 2023.

The provision for income taxes on consolidated income before income tax totaled $6.8 million and a benefit of $(13.3) million for the three months ended September 30, 2023 and 2022, respectively. The overall effective tax rate decreased to 35.8% for the three months ended September 30, 2023 compared with 46.6% for the 2022 period primarily due to the impact of a partially non-deductible goodwill impairment in 2022.

The provision for income taxes on consolidated income before income tax totaled $17.3 million and a benefit of $(8.1) million for the nine months ended September 30, 2023 and 2022, respectively. The overall effective tax rate decreased to 35.6% for the nine months ended September 30, 2023 compared with 65.5% for the 2022 period primarily due to the impact of a partially non-deductible goodwill impairment in 2022.

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 $5.3 million and $3.1 million for the three months ended September 30, 2023 and 2022, respectively. Interest income was $0.7 million and $0.2 million for the three months ended September 30, 2023 and 2022, respectively. Corporate interest expense totaled $14.9 million and $6.8 million for the nine months ended September 30, 2023 and 2022, respectively. Interest income was $1.7 million and $0.5 million for the nine months ended September 30, 2023 and 2022, respectively. The increase in the 2023 periods is primarily due to higher interest cost in 2023 compared to 2022 as a result of increases in interest rates.

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 for each of the three months ended September 30, 2023 and 2022. Stock option expense totaled $0.4 million and $0.5 million for the nine months ended September 30, 2023 and 2022, 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 $2.0 million for each of the three months ended September 30, 2023 and 2022. Amortization expense associated with these intangible assets totaled $5.9 million for the nine months ended September 30, 2023 and $5.8 million for the 2022 period. This amortization expense is included in "Selling, general, and administrative expenses" in our unaudited Condensed Consolidated Statements of Operations.

Unallocated Corporate and Shared Costs, Net

Certain unallocated corporate and shared costs are excluded from the determination of segment operating earnings. For the three and nine months ended September 30, 2023 and 2022, unallocated corporate and shared costs and credits represented expenses for our chief executive officer and our Board of Directors, certain adjustments to our self-insured liabilities, certain unallocated legal costs and professional fees, and certain adjustments and recoveries to our allowances for estimated credit losses.

Unallocated corporate and shared costs were $4.8 million and $2.4 million for the three months ended September 30, 2023 and 2022, respectively. The increase in the 2023 third quarter was primarily due to an increase in incentive compensation and an increase in unallocated payroll tax and benefits costs. For the nine months ended September 30, 2023 and 2022, unallocated corporate and shared costs were $10.0 million and $7.4 million, respectively. The increase in the the year-to-date period was primarily due to a $1.8 million gain on sale of our Canadian head office building in the 2022 first quarter and a $1.2 million increase in self-insured costs, partially offset by other cost reductions.

Contingent Earnout Adjustments

Contingent earnout expense represents the fair value adjustment of earnout liabilities arising from recent acquisitions. This expense totaled $2.1 million and $3.1 million for the three and nine months ended September 30, 2023, respectively, compared to $0.9 million and $3.2 million for the three and nine months ended September 30, 2022, respectively. The fair value adjustment is based on changes to projections of acquired entities over the respective earnout periods, which span multiple years.

Non-Service Pension Cost and Credits

Non-service pension cost totaled $2.2 million and $6.4 million for the three and nine months ended September 30, 2023, respectively, compared to credits of ($0.5) million and ($1.6) million for the three and nine months ended September 30, 2022, respectively, primarily due to higher interest cost in 2023 compared to 2022 given changes in market rates. Non-service pension costs represents the U.S. and U.K. non-service defined benefit pension costs, which are non-operating in nature as the U.S. plan is frozen and the U.K. plans are closed to new participants. The service cost component of the U.K. plans remains in compensation expense.

Goodwill Impairment

The Company recognized a pretax non-cash goodwill impairment in the 2022 third quarter totaling $36.8 million. This impairment consisted of $3.4 million related to its North America Loss Adjusting reportable segment, $22.7 million related to its International Operations reportable segment, and $10.7 million related to its Platform Solutions reportable segment. There was no similar goodwill impairment in 2023.

LIQUIDITY, CAPITAL RESOURCES, AND FINANCIAL CONDITION

At September 30, 2023, our working capital balance (current assets less current liabilities) was approximately $89.3 million, an increase of $17.5 million from the working capital balance at December 31, 2022. Our cash and cash equivalents were $49.2 million at September 30, 2023, compared with $46.0 million at December 31, 2022.

Cash and cash equivalents as of September 30, 2023 consisted of $20.2 million held in the U.S. and $29.0 million held in our foreign subsidiaries. The Company generally does not provide for additional U.S. and foreign income taxes on undistributed earnings of foreign subsidiaries because they are considered to be indefinitely reinvested. The Company maintained its permanent reinvestment assertion on a portion of prior year undistributed earnings for certain foreign operations and accrued deferred taxes attributable to these earnings. The majority of the remaining historical earnings and future foreign earnings are expected to remain permanently reinvested and will be used to provide working capital for these operations, fund defined benefit pension plan obligations, repay non-U.S. debt, fund capital improvements, and fund future acquisitions.

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

Cash Provided by (Used in) Operating Activities

Cash provided by operating activities was $68.1 million for the nine months ended September 30, 2023, compared with $16.2 million used in operating activities in the 2022 period. The increase in cash was primarily driven by higher earnings, an improvement in working capital, including a reduction in work in process, increases in accrued incentive compensation accruals as compared to payouts for prior year performance, and an increase in income tax refunds received.

Cash Used in Investing Activities

Cash used in investing activities was $27.7 million for the nine months ended September 30, 2023, compared with $48.2 million used in the first nine months of 2022. The decrease in use for 2023 was primarily due to $20.9 million in payments related to the Praxis acquisition in 2022. Capital expenditures were $27.7 million in 2023 compared to $24.9 million in 2022.

Cash (Used in) Provided by Financing Activities

Cash used in financing activities was $38.1 million for the nine months ended September 30, 2023, compared with $46.9 million provided in the 2022 period. During the first nine months of 2023, there was a decrease of $22.8 million of net borrowing from our revolving credit facility, compared with a net increase during the comparable 2022 period of $84.8 million. The decrease in borrowing in the 2023 period was primarily related to more positive cash flows from operations as well as 2023 requiring fewer funds for investing activities and share repurchases. Share repurchases totaled $0.6 million in the 2023 period, compared with $26.7 million for the first nine months of 2022. We paid $9.3 million in dividends in the nine months ended September 30, 2023 compared with $8.9 million in the 2022 period.

Other Matters Concerning Liquidity and Capital Resources

As a component of our Credit Facility with Bank of America (the "Credit Facility"), we maintain a letter of credit facility to satisfy certain contractual obligations. Including $8.9 million of undrawn letters of credit issued under the letter of credit facility, the available balance under our credit facility totaled $232.0 million at September 30, 2023. Our short-term debt obligations typically peak during the first half of each year due to the annual payment of incentive compensation, contributions to retirement plans, working capital fluctuations, and certain other recurring payments, and generally decline during the balance of the year. The balance of short-term borrowings represents amounts under our credit facility that we expect, but are not required, to repay in the next twelve months. Long- and short-term borrowings outstanding, including current installments and finance leases, totaled $218.4 million as of September 30, 2023 compared with $238.9 million at December 31, 2022.

Our liquidity is defined as cash on hand and borrowing capacity under our Credit Facility based on our trailing twelve month EBITDA, as defined in our Credit Facility. At September 30, 2023, we had $49.2 million of cash on hand and, based on trailing twelve month EBITDA and the Credit Facility limit, additional borrowing capacity of $232.0 million, resulting in total liquidity of $281.2 million at September 30, 2023.

On May 19, 2023, we amended the Credit Agreement. Pursuant to the amendment, London Interbank Offered Rate ("LIBOR") has been replaced with Term Secured Overnight Financing Rate ("Term SOFR") as the U.S. dollar reference rate.

Defined Benefit Pension Funding and Cost

We sponsor a qualified defined benefit pension plan in the U.S. (the "U.S. Qualified Plan"), three defined benefit pension plans in the U.K., and defined benefit pension plans in the Netherlands, Norway, Germany, and the Philippines. Effective December 31, 2002, we froze our U.S. Qualified Plan. Our frozen U.S. Qualified Plan and U.K. plans were underfunded by $24.3 million and overfunded by $20.4 million, respectively, at December 31, 2022, based on accumulated benefit obligations of $304.1 million and $154.5 million for the U.S. Qualified Plan and the U.K. plans, respectively.

For the nine months ended September 30, 2023 we made no contributions to our U.S. defined benefit pension plan and $1.8 million to our U.K defined benefit pension plans, compared with no contributions to the U.S. plan and $0.5 million to the U.K. plans for the nine months ended September 30, 2022. We do not expect to make any additional discretionary contributions to our U.S. defined benefit pension plan during the remainder of 2023. 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 nine months ended September 30, 2023, we paid $9.3 million in dividends. Our ability to pay future dividends could be impacted by many factors including the funding requirements of our defined benefit pension plans, repayments of outstanding borrowings, levels of cash expected to be generated by our operating activities, and covenants and other restrictions contained in any credit facilities or other financing agreements.

Financial Condition

Other significant changes on our unaudited Condensed Consolidated Balance Sheet as of September 30, 2023, compared with our unaudited Condensed Consolidated Balance Sheet as of December 31, 2022 were as follows:

•

Accounts receivable increased $6.3 million excluding foreign currency exchange impacts. This increase was primarily due to an increase our North America Loss Adjustment segment.

•

Prepaid income taxes, net of accrued taxes, decreased $5.3 million excluding foreign exchange impacts. The decrease is primarily due to refunds received related to Australian, Canadian, and U.S. operations.

•

Prepaid expenses and other operating activities increased $5.6 million excluding foreign currency exchange impacts. The increase was primarily due to timing of annual payments made for prepaid software services and prepaid insurance.

At September 30, 2023, 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, 2022, 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, 2022.

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

No pending adoptions of issued accounting standards as of September 30, 2023 that are expected to be material to the consolidated financial statements.

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, 2022. Our exposures to market risk have not changed materially since December 31, 2022.

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 not effective as of September 30, 2023 because of the material weakness in internal control over financial reporting described below.

As discussed in the Company's Annual Report on Form 10-K for the year ended December 31, 2022, the Company’s operations in the U.K. did not have effective information technology general controls (ITGCs) in the areas of change management and logical access over certain information technology systems that supported its financial reporting processes. The Company's U.K. business process controls (automated and manual) that are dependent on the affected ITGCs were also deemed ineffective because they could have been adversely impacted. The material weakness did not result in any identified misstatements in the Company’s financial statements.

Notwithstanding the identified material weaknesses, management has concluded that the condensed consolidated financial statements included in this quarterly report on Form 10-Q fairly present, in all material respects, the Company's financial position, results of operations and cash flows for the periods disclosed in conformity with U.S. generally accepted accounting principles.

During the quarter ended September 30, 2023, the Company continued to improve the user access review procedures and change management protocols in Crawford U.K., implemented improved documentation and monitoring procedures, and improved training procedures that are being issued globally in 2023.

Management’s Remediation Plan

As discussed in the Company's Annual Report on form 10-K for the year ended December 31, 2022, to remediate the material weakness described above, the Company is implementing revised controls and processes in Crawford U.K. that include the following, among others: (1) improve the documentation of the user access review control activities and control activities over program change management to more clearly communicate management’s expectation of the required responsibilities for the control activities; (2) develop personnel by enhancing training for ITGC owners regarding their roles and responsibilities within the control objectives and activities; and (3) implement automated user access review and program change management tools to ensure compliance. The Audit Committee of the Board of Directors has reviewed and discussed these matters with management.

The material weakness will be considered remediated when management concludes that, through testing, the applicable remediated controls are designed, implemented and operating effectively for a sufficient period of time for our management to conclude that the material weakness has been remediated. The Company will continue to assess the effectiveness of our remediation efforts in connection with our evaluations of internal control over financial reporting. The Company expects remediation of this material weakness will be completed during fiscal year 2023.

Changes in Internal Control over Financial Reporting

Other than the ongoing remediation efforts described above, there were no changes in the Company's internal control over financial reporting during the quarter ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Item 5. Other Information

Rule 10b5-1 Trading Plans

During the three months ended September 30, 2023, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K.

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, 2022 could materially affect our business, financial condition, or results of operations. The risks described in this report and in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, or results of operations.

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

The Company's share repurchase authorization, approved on November 4, 2021 by the Company's Board of Directors, provided the Company with the ability to repurchase up to 2,000,000 shares of CRD-A or CRD-B (or a combination of the two) through December 31, 2023 (the "2021 Repurchase Authorization"). On February 11, 2022, the Company’s Board of Directors added 5,000,000 shares to this authorization. The Company's Board of Directors subsequently amended this authorization to allow for repurchases through December 31, 2024. Under the 2021 Repurchase Authorization, repurchases may be made for cash, in the open market or privately negotiated transactions at such times and for such prices as management deems appropriate, subject to applicable contractual and regulatory restrictions. As of September 30, 2023 the Company was authorized to repurchase 1,730,268 shares under the 2021 Repurchase Authorization.


Period	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares That May be Purchased Under the Plans or Programs
Balance as of June 30, 2023								1,793,371
July 1, 2023 - July 31, 2023
CRD-A		—	$	—		—
CRD-B		—	$	—		—
Totals of July 31, 2023								1,793,371
August 1, 2023 - August 31, 2023
CRD-A		—	$	—		—
CRD-B		9,637	$	9.14		9,637
Totals of August 31, 2023								1,783,734
September 1, 2023 - September 30, 2023
CRD-A		—	$	—		—
CRD-B		53,466	$	9.25		53,466
Totals as of September 30, 2023		63,103				63,103		1,730,268

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		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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:	November 6, 2023	/s/ Rohit Verma
		Rohit Verma
		Chief Executive Officer
		(Principal Executive Officer)

Date:	November 6, 2023	/s/ W. Bruce Swain
		W. Bruce Swain
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer)