10-Q

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q


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

for the quarterly period ended June 30, 2022


☐	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 August 1, 2022, was as follows:

Class A Common Stock, $1.00 par value: 28,551,965

Class B Common Stock, $1.00 par value: 19,848,490

CRAWFORD & COMPANY

Quarterly Report on Form 10-Q

Quarter Ended June 30, 2022

Table of Contents


		Page
Part I. Financial Information

Item 1.	Financial Statements:	3

	Condensed Consolidated Statements of Operations (unaudited) for the three months ended June 30, 2022 and 2021	3

	Condensed Consolidated Statements of Operations (unaudited) for the six months ended June 30, 2022 and 2021	4

	Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) for the three and six months ended June 30, 2022 and 2021	5

	Condensed Consolidated Balance Sheets (unaudited) as of June 30, 2022 and December 31, 2021	6

	Condensed Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 2022 and 2021	8

	Condensed Consolidated Statements of Shareholders' Investment (unaudited) as of and for the three months ended March 31 and June 30, 2022 and 2021	9

	Notes to Condensed Consolidated Financial Statements (unaudited)	11

	Report of Independent Registered Public Accounting Firm	28

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	29

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	49

Item 4.	Controls and Procedures	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 June 30,
(In thousands, except per share amounts)	2022			2021
Revenues:

Revenues before reimbursements	$	293,345		$	267,457
Reimbursements		10,306			9,088
Total Revenues		303,651			276,545

Costs and Expenses:

Costs of services provided, before reimbursements		218,134			193,157
Reimbursements		10,306			9,088
Total costs of services		228,440			202,245

Selling, general, and administrative expenses		65,397			58,658

Corporate interest expense, net of interest income of $339 and $318, respectively		1,780			1,213

Total Costs and Expenses		295,617			262,116

Other Income, net		571			964

Income Before Income Taxes		8,605			15,393

Provision for Income Taxes		2,768			3,590

Net Income		5,837			11,803

Net Income Attributable to Noncontrolling Interests		(7	)		(23	)

Net Income Attributable to Shareholders of Crawford & Company	$	5,830		$	11,780

Earnings Per Share - Basic:
Class A Common Stock	$	0.12		$	0.22
Class B Common Stock	$	0.12		$	0.22

Earnings Per Share - Diluted:
Class A Common Stock	$	0.12		$	0.22
Class B Common Stock	$	0.12		$	0.22

Weighted-Average Shares Used to Compute Basic Earnings Per Share:
Class A Common Stock		28,757			30,826
Class B Common Stock		19,987			22,445

Weighted-Average Shares Used to Compute Diluted Earnings Per Share:
Class A Common Stock		29,145			31,997
Class B Common Stock		19,987			22,445

(See accompanying notes to condensed consolidated financial statements)

CRAWFORD & COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Unaudited


	Six Months Ended June 30,
(In thousands, except per share amounts)	2022			2021
Revenues:

Revenues before reimbursements	$	572,370		$	520,638
Reimbursements		19,070			18,062
Total Revenues		591,440			538,700

Costs and Expenses:

Costs of services provided, before reimbursements		423,715			378,359
Reimbursements		19,070			18,062
Total costs of services		442,785			396,421

Selling, general, and administrative expenses		130,239			117,360

Corporate interest expense, net of interest income of $358 and $349, respectively		3,298			2,795

Total Costs and Expenses		576,322			516,576

Other Income, net		1,069			1,774

Income Before Income Taxes		16,187			23,898

Provision for Income Taxes		5,194			6,061

Net Income		10,993			17,837

Net (Income) Loss Attributable to Noncontrolling Interests		(67	)		7

Net Income Attributable to Shareholders of Crawford & Company	$	10,926		$	17,844

Earnings Per Share - Basic:
Class A Common Stock	$	0.22		$	0.33
Class B Common Stock	$	0.22		$	0.33

Earnings Per Share - Diluted:
Class A Common Stock	$	0.22		$	0.33
Class B Common Stock	$	0.22		$	0.33

Weighted-Average Shares Used to Compute Basic Earnings Per Share:
Class A Common Stock		29,827			30,825
Class B Common Stock		20,381			22,454

Weighted-Average Shares Used to Compute Diluted Earnings Per Share:
Class A Common Stock		30,151			31,897
Class B Common Stock		20,381			22,454

(See accompanying notes to condensed consolidated financial statements)

CRAWFORD & COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Unaudited


	Three Months Ended June 30,
(In thousands)	2022			2021
Net Income	$	5,837		$	11,803

Other Comprehensive (Loss) Income:
Net foreign currency translation (loss) gain, net of tax of $0 and $0, respectively		(6,992	)		2,184

Amortization of actuarial losses for retirement plans included in net periodic pension cost, net of tax of $679 and $664, respectively		2,017			1,877

Other Comprehensive (Loss) Income		(4,975	)		4,061

Comprehensive Income		862			15,864

Comprehensive loss (income) attributable to noncontrolling interests		127			(53	)

Comprehensive Income Attributable to Shareholders of Crawford & Company	$	989		$	15,811


	Six Months Ended June 30,
(In thousands)	2022			2021

Net Income	$	10,993		$	17,837

Other Comprehensive Income:
Net foreign currency translation (loss) gain, net of tax of $0 and $0, respectively		(11,944	)		12,808

Amortization of actuarial losses for retirement plans included in net periodic pension cost, net of tax of $1,271 and $1,330, respectively		3,693			3,829

Other Comprehensive (Loss) Income		(8,251	)		16,637

Comprehensive Income		2,742			34,474

Comprehensive loss (income) attributable to noncontrolling interests		53			(9	)

Comprehensive Income Attributable to Shareholders of Crawford & Company	$	2,795		$	34,465

(See accompanying notes to condensed consolidated financial statements)

CRAWFORD & COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

Unaudited


			*
(In thousands)	June 30, 2022		December 31, 2021
ASSETS
Current Assets:
Cash and cash equivalents	$	46,254	$	53,228
Accounts receivable, less allowance for expected credit losses of $9,505 and $8,768, respectively		129,162		134,458
Unbilled revenues, at estimated billable amounts		141,879		118,722
Income taxes receivable		8,726		4,936
Prepaid expenses and other current assets		36,313		34,576
Total Current Assets		362,334		345,920
Net Property and Equipment		30,165		33,721
Other Assets:
Operating lease right-of-use assets, net		100,087		99,369
Goodwill		114,801		116,526
Intangible assets arising from business acquisitions, net		94,686		97,571
Capitalized software costs, net		76,936		75,802
Deferred income tax assets		19,789		21,266
Other noncurrent assets		61,231		62,464
Total Other Assets		467,530		472,998
TOTAL ASSETS	$	860,029	$	852,639

* 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)	June 30, 2022			December 31, 2021
LIABILITIES AND SHAREHOLDERS' INVESTMENT
Current Liabilities:
Short-term borrowings	$	39,776		$	10,704
Accounts payable		44,737			48,470
Accrued compensation and related costs		77,989			96,018
Self-insured risks		19,009			13,222
Income taxes payable		—			1,200
Operating lease liability		23,938			25,238
Other accrued liabilities		62,537			76,884
Deferred revenues		29,495			32,119
Total Current Liabilities		297,481			303,855
Noncurrent Liabilities:
Long-term debt and finance leases, less current installments		214,409			164,315
Operating lease liability		89,910			88,408
Deferred revenues		24,471			23,786
Accrued pension liabilities		12,578			17,892
Other noncurrent liabilities		36,672			42,986
Total Noncurrent Liabilities		378,040			337,387
Shareholders' Investment:
Class A common stock, $1.00 par value; 50,000 shares authorized; 28,428 and 30,996 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively		28,428			30,996
Class B common stock, $1.00 par value; 50,000 shares authorized; 19,848 and 20,812 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively		19,848			20,812
Additional paid-in capital		77,550			74,229
Retained earnings		248,133			266,369
Accumulated other comprehensive loss		(188,572	)		(180,441	)
Shareholders' Investment Attributable to Shareholders of Crawford & Company		185,387			211,965
Noncontrolling interests		(879	)		(568	)
Total Shareholders' Investment		184,508			211,397
TOTAL LIABILITIES AND SHAREHOLDERS' INVESTMENT	$	860,029		$	852,639

* Derived from the audited Consolidated Balance Sheet

(See accompanying notes to condensed consolidated financial statements)

CRAWFORD & COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited


	Six Months Ended June 30,
(In thousands)	2022			2021
Cash Flows from Operating Activities:
Net income	$	10,993		$	17,837
Reconciliation of net income to net cash (used in) provided by operating activities:
Depreciation and amortization		18,455			20,942
Stock-based compensation		3,410			3,563
Gain on sale of property and equipment		(1,544	)		6
Contingent earnout adjustments		2,359			—
Changes in operating assets and liabilities:
Accounts receivable, net		1,241			3,111
Unbilled revenues, net		(27,557	)		(7,026	)
Accrued or prepaid income taxes		(5,275	)		(7,424	)
Accounts payable and accrued liabilities		(9,403	)		(11,331	)
Deferred revenues		(1,080	)		(189	)
Accrued retirement costs		(3,016	)		(9,879	)
Prepaid expenses and other operating activities		(1,335	)		922
Net cash (used in) provided by operating activities		(12,752	)		10,532

Cash Flows from Investing Activities:
Acquisitions of property and equipment		(3,123	)		(2,120	)
Capitalization of computer software costs		(12,561	)		(10,083	)
Proceeds from settlement of life insurance policies		—			4,198
Payments for business acquisitions, net of cash acquired		(25,941	)		(3,786	)
Cash proceeds from sale of property and equipment		3,032			—
Net cash used in investing activities		(38,593	)		(11,791	)

Cash Flows from Financing Activities:
Cash dividends paid		(6,034	)		(6,394	)
Repurchases of common stock		(26,749	)		(2,999	)
Increases in revolving credit facility borrowings		86,865			29,983
Payments on revolving credit facility borrowings		(6,011	)		(18,986	)
Payments of contingent consideration on acquisitions		(1,654	)		(1,683	)
Other financing activities		(285	)		(282	)
Net cash provided by (used in) financing activities		46,132			(361	)
Effects of exchange rate changes on cash and cash equivalents		(1,400	)		1,672
Decrease in Cash, Cash Equivalents, and Restricted Cash		(6,613	)		52
Cash, Cash Equivalents, and Restricted Cash at Beginning of Year		53,689			44,656
Cash, Cash Equivalents, and Restricted Cash at End of Period	$	47,076		$	44,708

(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
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

(See accompanying notes to condensed consolidated financial statements)

CRAWFORD & COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' INVESTMENT

Unaudited

(In thousands, except per share amounts)


	Common Stock												Accumulated			Shareholders' Investment Attributable to
2021	Class A Non-Voting			Class B Voting			Additional Paid-In Capital			Retained Earnings			Other Comprehensive Loss			Shareholders of Crawford & Company			Noncontrolling Interests			Total Shareholders' Investment
Balance at January 1, 2021	$	30,847		$	22,510		$	67,193		$	265,245		$	(198,856	)	$	186,939		$	(11	)	$	186,928
Net income		—			—			—			6,064			—			6,064			(30	)		6,034
Other comprehensive income (loss)		—			—			—			—			12,590			12,590			(14	)		12,576
Cash dividends paid (Class A - $0.06 per share, Class B - $0.06 per share)		—			—			—			(3,198	)		—			(3,198	)		—			(3,198	)
Stock-based compensation		—			—			1,609			—			—			1,609			—			1,609
Repurchases of common stock		(90	)		(59	)		—			(1,041	)		—			(1,190	)		—			(1,190	)
Shares issued in connection with stock-based compensation plans, net		93			—			(87	)		—			—			6			—			6
Dividends paid to noncontrolling interests		—			—			—			—			—			—			(207	)		(207	)
Balance at March 31, 2021	$	30,850		$	22,451		$	68,715		$	267,070		$	(186,266	)	$	202,820		$	(262	)	$	202,558
Net income		—			—			—			11,780			—			11,780			23			11,803
Other comprehensive income		—			—			—			—			4,031			4,031			30			4,061
Cash dividends paid (Class A - $0.06 per share, Class B - $0.06 per share)		—			—			—			(3,196	)		—			(3,196	)		—			(3,196	)
Stock-based compensation		—			—			1,954			—			—			1,954			—			1,954
Repurchases of common stock		(166	)		(22	)		—			(1,621	)		—			(1,809	)		—			(1,809	)
Shares issued in connection with stock-based compensation plans, net		39			—			250			—			—			289			—			289
Decrease in value of noncontrolling interest due to acquisitions		—			—			(106	)		—			—			(106	)		—			(106	)
Balance at June 30, 2021	$	30,723		$	22,429		$	70,813		$	274,033		$	(182,235	)	$	215,763		$	(209	)	$	215,554

(See accompanying notes to condensed consolidated financial statements)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Unaudited

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

Shares of the Company's two classes of common stock are traded on the New York Stock Exchange ("NYSE") under the symbols CRD-A and CRD-B, respectively. The Company's two classes of stock are substantially identical, except with respect to voting rights and the Company's ability to pay greater cash dividends on the non-voting Class A Common Stock than on the voting Class B Common Stock, subject to certain limitations. In addition, with respect to mergers or similar transactions, holders of Class A Common Stock must receive the same type and amount of consideration as holders of Class B Common Stock, unless different consideration is approved by the holders of 75% of the Class A Common Stock, voting as a class. The Company's website is www.crawco.com. The information contained on, or hyperlinked from, the Company's website is not a part of, and is not incorporated by reference into, this report.

1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X promulgated by the United States Securities and Exchange Commission (the "SEC"). Accordingly, these unaudited condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. Due to the impact of weather activity, global pandemics such as COVID-19, and other macroeconomic uncertainties, the Company's operating results for the three and six months ended June 30, 2022 and financial position as of June 30, 2022 are not necessarily indicative of the results or financial position that may be expected for the year ending December 31, 2022 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, 2021 other than as disclosed herein.

In January 2022, the Company realigned its operating segments by moving to a geographic reporting structure consisting of North America Loss Adjusting, International Operations, Broadspire, and Platform Solutions. Certain prior period amounts among the Company’s reportable segments have been reclassified to conform to the current presentation. These reclassifications had no effect on the Company's reported consolidated results. Significant intercompany transactions have been eliminated in consolidation.

The Condensed Consolidated Balance Sheet information presented herein as of December 31, 2021 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, 2021.

The Company consolidates the liabilities of its deferred compensation plan and the related assets, which are held in a rabbi trust and also considered a variable interest entity ("VIE") of the Company. The rabbi trust was created to fund the liabilities of the Company's deferred compensation plan. The Company is considered the primary beneficiary of the rabbi trust because the Company directs the activities of the trust and can use the assets of the trust to satisfy the liabilities of the Company's deferred compensation plan. At June 30, 2022 and December 31, 2021, the liabilities of the deferred compensation plan were $6,793,000 and $7,060,000, 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 $10,002,000 and $9,925,000, respectively. These liabilities and assets are included in "Other noncurrent liabilities" and "Other noncurrent assets," respectively, on the Company's unaudited Condensed Consolidated Balance Sheets.

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

On March 27, 2020, the U.S. enacted the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The Company took advantage of certain aspects of the CARES Act such as the deferral of payroll tax deposits in the U.S., of which $6,481,000 remains deferred until December 31, 2022.

The Canadian government enacted the Canada Emergency Wage Subsidy (“CEWS”) in 2020 to provide a wage subsidy to employers that suffered reductions in revenue resulting from the COVID-19 pandemic. The Company met the eligibility criteria to receive the wage subsidy in the first, second and third quarters of 2021. The wage subsidy is included in "Costs of services provided, before reimbursements” or “Selling, general, and administrative expenses” on the Company's unaudited Condensed Consolidated Statements of Operations, depending on the location of the employees, and is recorded as a reduction of compensation expense. The Company recognized $2,195,000 and $4,072,000 CEWS benefits in the three and six months ended June 30, 2021, respectively, and no benefits in the 2022 periods. No future benefits are expected.

2. Recently Issued Accounting Standards

Adoption of New Accounting Standards

There were no recently issued accounting standards adopted by the Company.

Pending Adoption of Recently Issued 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 is effective for fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company is currently assessing the impact of the adoption of the new guidance.

3. Revenue Recognition

Revenue from Contracts with Customers

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

The Company's 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 six months ended June 30, 2022 and 2021:


	Three Months Ended				Six Months Ended
(in thousands)	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
U.S.	$	41,099	$	35,737	$	81,277	$	70,723
Canada		24,676		20,475		48,936		41,787
Total North America Loss Adjusting Revenues before Reimbursements	$	65,775	$	56,212	$	130,213	$	112,510

The following table presents International Operations revenues before reimbursements disaggregated by service line for the three and six months ended June 30, 2022 and 2021:


	Three Months Ended				Six Months Ended
(in thousands)	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
UK	$	30,317	$	31,358	$	61,226	$	61,214
Europe		24,015		23,208		47,682		44,951
Australia		21,319		20,284		38,450		38,521
Asia		5,521		4,225		11,180		9,344
Latin America		5,736		5,582		11,397		11,272
International Loss Adjusting	$	86,908	$	84,657	$	169,935	$	165,302

UK	$	3,118	$	2,809	$	6,259	$	5,087
Australia		2,324		2,158		3,910		3,702
Latin America		1,360		1,645		2,878		3,645
Crawford Legal Services	$	6,802	$	6,612	$	13,047	$	12,434
Total International Operations Revenues before Reimbursements	$	93,710	$	91,269	$	182,982	$	177,736

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 the claims management services to its customer. Broadspire also provides Risk Management Information Services. For non-claim services provided in our Claims Management and Medical Management service lines, 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 service to the customer. Medical bill review services provide an analysis of medical charges for clients’ claims to identify opportunities for savings. Medical bill review services revenues are recognized over time as control of the service is transferred to the customer. Revenue is recognized based upon the transfer of the results of the medical bill review service to the customer as this is the most accurate depiction of the transfer of the service to the customer.

The following table presents Broadspire revenues before reimbursements disaggregated by service line for the three and six months ended June 30, 2022 and 2021:


	Three Months Ended				Six Months Ended
(in thousands)	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
Claims Management	$	40,426	$	37,551	$	79,977	$	75,702
Medical Management		39,688		38,351		76,591		74,476
Total Broadspire Revenues before Reimbursements	$	80,114	$	75,902	$	156,568	$	150,178

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 utilizing a portfolio approach based on time elapsed for these claims. For claims billed on a time and expense incurred basis, which are considered variable consideration, the Company recognizes revenue at the amount in which it has the right to invoice for services performed. These methods of revenue recognition are the most accurate depiction of the transfer of the claims management services to the customer.

The 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 six months ended June 30, 2022 and 2021:


	Three Months Ended				Six Months Ended
(in thousands)	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
Contractor Connection	$	17,396	$	19,534	$	32,659	$	36,051
Networks		32,505		24,540		60,031		44,163
Subrogation		3,845		—		9,917		—
Total Platform Solutions Revenues before Reimbursements	$	53,746	$	44,074	$	102,607	$	80,214

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

Arrangements with Multiple Performance Obligations

For claims management services, the Company typically has one performance obligation; however, it also provides the customer with an option to acquire additional services. The Company sells multiple lines of claims processing and different levels of processing depending on the complexity of the claims. The Company typically provides a menu of offerings from which the customer chooses to purchase at its option. The price of each service is separate and distinct and provides a separate and distinct value to the customer. Pricing is consistent for each service irrespective of the other services or quantities requested by the customer. For example, if the Company provides claims processing for both auto and general liability, those services are priced and delivered independently.

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. 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 significantly from quarter to quarter, and such adjustments may occur in future periods until the individual contract year measurement period is closed. Variable consideration is recognized when the Company concludes, based on all the facts and information available at the reporting date, that it is probable that a significant revenue reversal will not occur in future periods.

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 98% of all cases referred to it under lifetime claim service agreements within five years from the date of referral. Also, within that five-year period, the percentage of cases remaining open in any one particular year has remained relatively consistent from period to period. Each quarter the Company evaluates its historical case closing rates by type of claim utilizing a portfolio approach and makes adjustments to deferred revenues as necessary. As a portfolio approach is utilized to recognize deferred revenues, any changes in estimates will impact the timing of revenue recognition and any changes in estimates are recognized in the period in which they are determined.

The table below presents the deferred revenues balance as of January 1, 2022 and the significant activity affecting deferred revenues during the six months ended June 30, 2022:


(In Thousands)
Customer Contract Liabilities	Deferred Revenue
Balance at January 1, 2022	$	55,905
Quarterly additions		19,621
Revenue recognized from the prior periods		(14,682	)
Revenue recognized from current quarter additions		(4,785	)
Balance as of March 31, 2022	$	56,059
Quarterly additions		18,201
Revenue recognized from the prior periods		(15,797	)
Revenue recognized from current quarter additions		(4,497	)
Balance as of June 30, 2022	$	53,966

Remaining Performance Obligations

As of June 30, 2022, the Company had $99,300,000 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 our remaining performance obligations as revenues within one year and the remaining balance thereafter.

Costs to Obtain a Contract

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

Practical Expedients Elected

As a practical expedient, the Company does not adjust the consideration in a contract for the effects of a significant financing component, when the period between a customer’s payment of consideration and the transfer of promised services to the customer is expected be one year or less at contract inception.

For claims management services that are billed on a time and expense incurred or per unit basis, the Company recognizes revenue at the amount to which it has the right to invoice for services performed.

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

4. Credit Losses

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

5. Income Taxes

The Company's consolidated effective income tax rate may change periodically due to changes in enacted tax rates, fluctuations in the mix of income earned from the Company's various domestic and international operations, which are subject to income taxes at different rates, the Company's ability to utilize net operating loss and tax credit carryforwards, and amounts related to uncertain income tax positions.

The provision for income taxes on consolidated income before income taxes totaled a provision of $2,768,000 and $3,590,000 for the three months ended June 30, 2022 and 2021. The overall effective tax rate increased to 32.2% for the three months ended June 30, 2022 compared with 23.3% for the 2021 period primarily due to current year losses in certain international operations and a non-recurring discrete tax benefit in 2021.

The provision for income taxes on consolidated income before income taxes totaled a provision of $5,194,000 and $6,061,000 for the six months ended June 30, 2022 and 2021. The overall effective tax rate increased to 32.1% for the six months ended June 30, 2022 compared with 25.4% for the 2021 period primarily due to current year losses in certain international operations and a non-recurring discrete tax benefit in 2021.

6. Defined Benefit Pension Plans

Net periodic 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 six months ended June 30, 2022 and 2021 included the following components:


	Three Months Ended						Six Months Ended
(in thousands)	June 30, 2022			June 30, 2021			June 30, 2022			June 30, 2021
Service cost	$	339		$	316		$	684		$	619
Interest cost		3,379			2,857			6,773			5,675
Expected return on assets		(6,388	)		(6,350	)		(12,807	)		(12,620	)
Amortization of actuarial loss		2,500			2,529			5,027			5,171
Net periodic (benefit)	$	(170	)	$	(648	)	$	(323	)	$	(1,155	)

For the three months ended June 30, 2022 and 2021, the non-service components of net periodic pension benefit of $(509,000) and $(964,000), respectively, are included in "Other Income, net" on the unaudited Condensed Consolidated Statement of Operations.

For the six months ended June 30, 2022 and 2021, the non-service components of net periodic pension benefit of $(1,007,000) and $(1,774,000), respectively, are included in "Other Income, net" on the unaudited Condensed Consolidated Statement of Operations. For the six months ended June 30, 2022, the Company made no contributions to the U.S. defined benefit pension plan and $325,000 to the U.K. defined benefit pension plans, as compared with $4,500,000 of contributions to the U.S. defined benefit pension plan and $358,000 to the U.K. defined benefit pension plans during the six months ended June 30, 2021, 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 2021 and 2022, 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								Six months ended
	June 30, 2022				June 30, 2021				June 30, 2022				June 30, 2021
(in thousands, except per share amounts)	CRD-A		CRD-B		CRD-A		CRD-B		CRD-A		CRD-B		CRD-A		CRD-B
Earnings per share - basic:
Numerator:
Allocation of undistributed earnings	$	1,717	$	1,193	$	4,967	$	3,617	$	2,906	$	1,986	$	6,625	$	4,825
Dividends paid		1,721		1,199		1,849		1,347		3,586		2,448		3,700		2,694
Net income attributable to common shareholders, basic	$	3,438	$	2,392	$	6,816	$	4,964	$	6,492	$	4,434	$	10,325	$	7,519

Denominator:
Weighted-average common shares outstanding, basic		28,757		19,987		30,826		22,445		29,827		20,381		30,825		22,454
Earnings per share - basic	$	0.12	$	0.12	$	0.22	$	0.22	$	0.22	$	0.22	$	0.33	$	0.33

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


	Three Months Ended								Six Months Ended
	June 30, 2022				June 30, 2021				June 30, 2022				June 30, 2021
(in thousands, except per share amounts)	CRD-A		CRD-B		CRD-A		CRD-B		CRD-A		CRD-B		CRD-A		CRD-B
Earnings per share - diluted:
Numerator:
Allocation of undistributed earnings	$	1,726	$	1,184	$	5,045	$	3,539	$	2,919	$	1,973	$	6,720	$	4,730
Dividends paid		1,721		1,199		1,849		1,347		3,586		2,448		3,700		2,694
Net income attributable to common shareholders, diluted	$	3,447	$	2,383	$	6,894	$	4,886	$	6,505	$	4,421	$	10,420	$	7,424

Denominator:
Weighted-average common shares outstanding, basic		28,757		19,987		30,826		22,445		29,827		20,381		30,825		22,454
Weighted-average effect of dilutive securities		388		—		1,171		—		324		—		1,072		—
Weighted-average common shares outstanding, diluted		29,145		19,987		31,997		22,445		30,151		20,381		31,897		22,454
Earnings per share - diluted	$	0.12	$	0.12	$	0.22	$	0.22	$	0.22	$	0.22	$	0.33	$	0.33

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


	Three Months Ended		Six Months Ended
(in thousands)	June 30, 2022	June 30, 2021	June 30, 2022	June 30, 2021
Shares underlying stock options excluded	1,530	353	1,530	724
Performance stock grants excluded because performance conditions have not been met (1)	836	398	730	284

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

The following table details shares issued during the three and six months ended June 30, 2022 and 2021, 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					Six Months Ended
(in thousands)	June 30, 2022		June 30, 2021			June 30, 2022			June 30, 2021
CRD-A issued under the Non-Employee Director Stock Plan		—		(7	)		94			85
CRD-A issued under the U.K. ShareSave Scheme		—		64			—			65
CRD-A issued under the 2016 Omnibus Stock and Incentive Plan		—		(18	)		(6	)		(18	)

Effective May 9, 2019, the Company's Board of Directors authorized the repurchase of up to 2,000,000 shares of CRD-A or CRD-B (or a combination of the two) through December 31, 2020 (the "2019 Repurchase Authorization"). The Company’s Board of Directors subsequently amended this authorization to allow for repurchases through December 31, 2021. Under the 2019 Repurchase Authorization, repurchases may be made for cash, in the open market or privately negotiated transactions at such times and for such prices as management deems appropriate, subject to applicable contractual and regulatory restrictions. At June 30, 2022, there were no remaining shares authorized to repurchase under the 2019 Repurchase Authorization.

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 at December 31, 2021. Under the new repurchase program, repurchases may be made through December 31, 2023 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 new 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 June 30, 2022, there were 1,793,371 remaining shares authorized to repurchase under the 2021 Repurchase Authorization.

During the six months ended June 30, 2022, the Company repurchased 2,656,474 shares of CRD-A and 963,472 shares CRD-B at an average cost of $7.41 and $7.32, respectively. During the six months ended June 30, 2021, the Company repurchased 256,213 shares of CRD-A and 80,952 shares of CRD-B at an average cost of $9.09 and $8.28, 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 $1,047,000 and $1,609,000 for the three and six months ended June 30, 2022, 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 June 30, 2022									Six Months Ended June 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	$	(26,726	)	$	(157,005	)	$	(183,731	)	$	(21,760	)	$	(158,681	)	$	(180,441	)
Other comprehensive loss before reclassifications		(6,858	)		—			(6,858	)		(11,824	)		—			(11,824	)
Amounts reclassified from accumulated other comprehensive income to net income		—			2,017			2,017			—			3,693			3,693
Net current period other comprehensive (loss) income		(6,858	)		2,017			(4,841	)		(11,824	)		3,693			(8,131	)
Ending balance	$	(33,584	)	$	(154,988	)	$	(188,572	)	$	(33,584	)	$	(154,988	)	$	(188,572	)


	Three Months Ended June 30, 2021									Six Months Ended June 30, 2021
(in thousands)	Foreign currency translation adjustments			Retirement liabilities (1)			AOCL attributable to shareholders of Crawford & Company			Foreign currency translation adjustments			Retirement liabilities (1)			AOCL attributable to shareholders of Crawford & Company
Beginning balance	$	(20,154	)	$	(166,112	)	$	(186,266	)	$	(30,792	)	$	(168,064	)	$	(198,856	)
Other comprehensive income before reclassifications		2,154			—			2,154			12,792			—			12,792
Amounts reclassified from accumulated other comprehensive income to net income		—			1,877			1,877			—			3,829			3,829
Net current period other comprehensive income		2,154			1,877			4,031			12,792			3,829			16,621
Ending balance	$	(18,000	)	$	(164,235	)	$	(182,235	)	$	(18,000	)	$	(164,235	)	$	(182,235	)

(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 June 30, 2022
					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)	$	10,021	$	10,021	$	—	$	—

Liabilities:
Contingent earnout liability (2)		16,009		—		—		16,009

(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 $303,000 and $2,359,000 in the three and six months ended June 30, 2022 related to the fair value adjustment of earnout liabilities arising from recent acquisitions. The fair value adjustment is based on favorable 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 six months ended June 30, 2022. The categorization of assets and liabilities within the fair value hierarchy and the measurement techniques are reviewed quarterly. Any transfers between levels are deemed to have occurred at the end of the quarter.

The fair values of accounts receivable, unbilled revenues, accounts payable and short-term borrowings approximate their respective carrying values due to the short-term maturities of the instruments. The interest rate on the Company's variable rate long-term debt resets at least every 90 days; therefore, the recorded value approximates fair value. These assets and liabilities are measured within Level 2 of the fair value hierarchy.

Nonrecurring Fair Value Disclosures

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, deferred income tax assets, 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.

Subsequent to a business acquisition in which goodwill and indefinite-lived intangibles are recorded as assets, post-acquisition accounting requires that both be tested to determine whether there has been an impairment. The Company performs an impairment test of goodwill and indefinite-lived intangible assets at least annually on October 1 of each year. The Company regularly evaluates whether events and circumstances have occurred which indicate potential impairment of goodwill or indefinite-lived intangible assets. When factors indicate that such assets should be evaluated for possible impairment between the scheduled annual impairment tests, the Company performs an interim impairment test.

Goodwill impairment testing is performed on a reporting unit basis. If the fair value of the reporting unit exceeds its carrying value, including goodwill, goodwill is considered not impaired. If the carrying value of a reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The loss recognized cannot subsequently be reversed.

In accordance with the accounting guidance, the Company performed a goodwill impairment assessment immediately before and after the January 1, 2022 change in operating segments, neither of which resulted in any additional impairment charges.

During the second quarter of 2022, the Company identified a goodwill impairment indicator in our International Operations reporting unit as a result of lower operating results compared to forecast. Our International Operations reporting unit has goodwill of $22,867,000 as of June 30, 2022. The Company performed an interim quantitative goodwill impairment test and determined no goodwill impairment existed. However, the excess of the fair value over the carrying value was not significant, and the use of different key assumptions could result in an impairment of goodwill, which could be material.

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

The key assumptions used in estimating the fair value of the International Operations reporting unit utilizing the income approach include the discount rate and the terminal growth rate. The discount rates utilized in estimating the fair value of the International Operations reporting unit was 17.0%, reflecting the Company's 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 estimates of revenues, EBITDA, and free 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.

10. Segment Information

As of January 1, 2022, the Company has realigned its operating segments by moving to a geographic reporting structure consisting of North America Loss Adjusting, International Operations, Broadspire, and Platform Solutions. The Company's revised reportable segments are comprised of the following:

•

North America Loss Adjusting, which services the North American property and casualty market. This is comprised of the previously reported Crawford Loss Adjusting segment in the U.S. and Canada, including Global Technical Services and edjuster. The Canadian operations include all operations within that country, including those previously reported within the Crawford TPA Solutions and Crawford Platform Solutions segments.

•

International Operations, which services the global property and casualty market outside North America. This is comprised of the previously reported Crawford Loss Adjusting segment outside of North America, including Crawford Legal Services which was previously within the Crawford TPA Solutions segment. The International Operations include all operations within the respective countries, including those previously reported within the Crawford TPA Solutions and Crawford Platform Solutions segments.

•

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 six months ended June 30, 2022 and 2021 related to the Company's reportable segments, including a reconciliation from segment operating earnings to income before income taxes, the most directly comparable GAAP financial measure, is presented below:


	Three Months Ended						Six Months Ended
(in thousands)	June 30, 2022			June 30, 2021			June 30, 2022			June 30, 2021
Revenues:
North America Loss Adjusting	$	65,775		$	56,212		$	130,213		$	112,510
International Operations		93,710			91,269			182,982			177,736
Broadspire		80,114			75,902			156,568			150,178
Platform Solutions		53,746			44,074			102,607			80,214
Total segment revenues before reimbursements		293,345			267,457			572,370			520,638
Reimbursements		10,306			9,088			19,070			18,062
Total revenues	$	303,651		$	276,545		$	591,440		$	538,700

Segment Operating Earnings (Loss)
North America Loss Adjusting	$	2,695		$	3,081		$	6,831		$	7,442
International Operations		(707	)		2,126			(3,774	)		1,453
Broadspire		7,667			6,570			14,101			13,304
Platform Solutions		4,596			9,091			12,633			13,109
Total segment operating earnings		14,251			20,868			29,791			35,308

Deduct:
Unallocated corporate and shared costs, net		(1,373	)		(1,248	)		(3,825	)		(2,662	)
Net corporate interest expense		(1,780	)		(1,213	)		(3,298	)		(2,795	)
Stock option expense		(130	)		(264	)		(336	)		(404	)
Amortization of customer-relationship intangible assets		(2,060	)		(2,750	)		(3,786	)		(5,549	)
Contingent earnout adjustments		(303	)		—			(2,359	)		—
Income before income taxes	$	8,605		$	15,393		$	16,187		$	23,898

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, 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				Six Months Ended
(in thousands)	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
International Operations
International Loss Adjusting	$	86,908	$	84,657	$	169,935	$	165,302
Crawford Legal Services		6,802		6,612		13,047		12,434
Total Revenues before Reimbursements--International Operations	$	93,710	$	91,269	$	182,982	$	177,736

Broadspire
Claims Management	$	40,426	$	37,551	$	79,977	$	75,702
Medical Management		39,688		38,351		76,591		74,476
Total Revenues before Reimbursements--Broadspire	$	80,114	$	75,902	$	156,568	$	150,178

Platform Solutions
Contractor Connection	$	17,396	$	19,534	$	32,659	$	36,051
Networks		32,505		24,540		60,031		44,163
Subrogation		3,845		—		9,917		—
Total Revenues before Reimbursements--Platform Solutions	$	53,746	$	44,074	$	102,607	$	80,214

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. At June 30, 2022, the aggregate committed amount of letters of credit outstanding under the credit facility was $8,777,000.

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

HBA Group Acquisition

On November 1, 2020, the Company acquired 100% of HBA Group and its subsidiaries ("HBA") in Australia. HBA is a legal services provider that will complement the Company’s International Operations segment in Australia.

The acquisition was funded primarily through additional borrowings under the Company's credit facility. The purchase price included an initial cash payment of $4,026,000 and a maximum of $3,200,000 payable over four years based on achievement of certain revenue and EBITDA performance goals as set forth in the purchase agreement. The acquisition accounting is 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 $2,409,000. At June 30, 2022, there were no material changes in the range of expected outcomes or the fair value of the contingent consideration from the acquisition date. 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 completed as of March 31, 2022. Adjustments recorded during the first quarter include a reduction in goodwill and deferred tax liability of $827,000. The financial results of certain of the Company’s international subsidiaries, including HBA, are included in the Company’s consolidated financial statements on a two-month delayed basis. Goodwill is attributable to the synergies of the work force in place and business resources as a result of the combination of the companies. The Company does not expect that goodwill attributable to the acquisition will be deductible for tax purposes.

edjuster Inc. Acquisition

On August 23, 2021, the Company acquired 100% of edjuster Inc. in Canada and its U.S. subsidiary (collectively "edjuster"). edjuster is a technology-enabled, end-to-end contents services provider and platform. This acquisition will enable the Company to expand its capability in the North American claims contents services market. The purchase price included an initial cash payment of $20,875,000, a working capital adjustment of $433,000, and an earn-out potential up to $13,334,000 based on the achievement of certain EBITDA performance goals over two one-year periods, beginning January 2022. The acquisition was funded primarily through additional borrowings under the Company’s credit facility.

The results of edjuster are reported in the North America Loss Adjusting segment. Goodwill is attributable to the assembled workforce acquired, and expected revenue and cost synergies as a result of the combination of the companies. The Company does not expect that goodwill attributable to the acquisition will be deductible for tax purposes.

The preliminary acquisition accounting is based on the fair value of 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 $2,437,000. At June 30, 2022, there were no material changes in the range of expected outcomes and the fair value of the contingent consideration from the acquisition date. Significant assumptions and estimates included, but were not limited to future expected cash flows, including projected revenues and expenses, estimated customer attrition rates, royalty 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.

The Company is in the process of reviewing the fair value of the assets acquired and liabilities assumed, including, but not limited to intangible assets, accrued expenses, tax liabilities and goodwill. As additional information becomes available, the Company may further revise its preliminary acquisition accounting during the remainder of the measurement period, which will not exceed 12 months from the date of acquisition. The Company may update certain assumptions and inputs to incorporate additional information obtained subsequent to the closing of the transaction related to facts and circumstances that existed as of the acquisition date.

Praxis Consulting Inc. Acquisition

On October 1, 2021, the Company acquired 100% of Praxis Consulting Inc. ("Praxis"), an established subrogation claims service provider in the U.S. The acquisition allows the Company to expand its footprint in the U.S. subrogation claims market.

The acquisition was funded primarily through additional borrowings under the Company’s credit facility. The purchase price included a cash payment of $21,544,000, a working capital adjustment payable of $735,000, a deferred cash payment of $20,000,000 which was paid in February 2022, and an earn-out potential up to $10,000,000 based on the achievement of certain revenue performance goals over two one-year periods, beginning February 2022. The acquisition accounting is based on the fair value of the acquisition consideration transferred to the sellers, assets acquired and liabilities assumed as of the acquisition date. The fair value of the contingent consideration payable was increased to $6,340,000 at June 30, 2022 from $4,068,000 at the acquisition date based on revised internal revenue forecasts. Accordingly, the Company recognized $2,272,000 from changes in the fair value of contingent consideration related to this acquisition in "Selling, general, and administrative expenses" on the Consolidated Statement of Operations. 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.

The Company is in the process of reviewing the fair value of the assets and liabilities assumed, including, but not limited to intangible assets, accrued expenses, tax liabilities and goodwill. As additional information becomes available, the Company may further revise its preliminary acquisition accounting during the remainder of the measurement period, which will not exceed 12 months from the date of acquisition. The Company may update certain assumptions and inputs to incorporate additional information obtained subsequent to the closing of the transaction related to facts and circumstances that existed as of the acquisition date.

The results of Praxis Consulting are reported in the Platform Solutions segment. Goodwill is attributable to the synergies of the work force in place and business resources as a result of the combination of the companies. The Company expects that goodwill attributable to the acquisition will be deductible for tax purposes.

BosBoon Expertise Group B.V. Acquisition

On October 1, 2021, the Company acquired BosBoon Expertise Group B.V. ("BosBoon"), a specialist loss adjusting company based in the Netherlands. The acquisition supports the Company's strategic aim of strengthening its expertise in all key territories in which it operates. BosBoon offers a specialist range of loss adjusting services which will be added to the existing loss adjusting proposition in the Netherlands.

The acquisition was funded primarily through additional borrowings under the Company’s credit facility. The purchase price included an initial cash payment of $2,066,000, net of working capital adjustments, and an earn-out potential up to $1,854,000 based on the achievement of EBITDA performance goals and other nonfinancial milestones over two one-year periods, beginning January 2022.

The acquisition accounting is 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 $568,000. At June 30, 2022, there were no material changes in the range of expected outcomes and the fair value of the contingent consideration from the acquisition date. 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.

The financial results of certain of the Company’s international subsidiaries, including BosBoon, are included in the Company’s consolidated financial statements on a two-month delayed basis. The results of BosBoon are reported in the International Operations segment. Goodwill is attributable to the synergies of the work force in place and business resources as a result of the combination of the companies. The Company does not expect that goodwill attributable to the acquisition will be deductible for tax purposes.

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 includes 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 goal and other nonfinancial milestones over two one-year periods, beginning April 2022.

This acquisition will expand the Company's network in the Netherlands and strengthen 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 is 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. At June 30, 2002, there were no material changes in the range of expected outcomes and the fair value of the contingent consideration from the acquisition date. 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.

The Company is in the process of reviewing the fair value of the assets and liabilities assumed, including, but not limited to intangible assets, unbilled receivables, accrued expenses, tax liabilities and goodwill. As additional information becomes available, the Company may further revise its preliminary acquisition accounting during the remainder of the measurement period, which will not exceed 12 months from the date of acquisition. The Company may update certain assumptions and inputs to incorporate additional information obtained subsequent to the closing of the transaction related to facts and circumstances that existed as of the acquisition date.

The financial results of certain of the Company’s international subsidiaries, including Van Dijk, are included in the Company’s consolidated financial statements on a two-month delayed basis. The results of Van Dijk are reported in the International Operations segment. Goodwill is attributable to the synergies of the work force in place and business resources as a result of the combination of the companies. The Company expects that goodwill attributable to the acquisition will be deductible for tax purposes.

Fair Value of Assets Acquired and Liabilities Assumed

Assets acquired and liabilities assumed as of acquisition date, inclusive of subsequent measurement period adjustments, are presented in the following table:


	HBA Group		edjuster Inc.		Praxis Consulting Inc.		BosBoon Expertise Group B.V.		R.P. van Dijk B.V.
	November 1, 2020		August 23, 2021		October 1, 2021		October 1, 2021		April 1, 2022
	(In thousands)
Tangible assets
Cash and cash equivalents	$	240	$	1,723	$	—	$	—	$	—
Accounts receivable		1,081		1,518		119		469		—
Unbilled revenues		598		1,531		—		597		509
Right-of-use lease assets		1,502		418		430		586		—
Other assets		205		1,520		316		75		231
Total tangible assets		3,626		6,710		865		1,727		740
Intangible assets
Customer relationships		1,574		5,346		20,000		1,384		3,215
Developed technology		—		2,673		1,500		—		—
Non-compete agreements		—		157		225		346		347
Tradenames		—		1,101		2,125		—		—
Goodwill		5,406		12,799		26,195		1,571		1,423
Total intangible assets		6,980		22,076		50,045		3,301		4,985
Total assets acquired		10,606		28,786		50,910		5,028		5,725

Liabilities assumed
Current liabilities		2,532		2,066		4,133		1,430		70
Operating lease liabilities		1,502		418		430		586		—
Tax liabilities		137		2,557		—		378		—
Total liabilities assumed		4,171		5,041		4,563		2,394		70

Net assets acquired	$	6,435	$	23,745	$	46,347	$	2,634	$	5,655

Purchase price (cash)	$	4,026	$	20,875	$	21,544	$	2,066	$	4,313
Deferred purchase consideration payable		—		433		20,735		—		—
Fair value of contingent consideration		2,409		2,437		4,068		568		1,342
Fair value of total consideration transferred	$	6,435	$	23,745	$	46,347	$	2,634	$	5,655

Acquired intangible assets include customer relationships, tradenames and developed technologies. Intangible assets were valued using the multi-period excess earnings or the relief-from-royalty methods, both are forms of the income approach which utilizes a forecast of future cash flows generated from the use of each asset. The following table shows the preliminary fair values assigned to identifiable intangible assets:


	Fair Value		Weighted-Average Amortization Period (Years)
	(In thousands)
Amortizable intangible assets
Customer relationships	$	31,519		14
Developed technology		4,173		9
Non-compete agreements		1,075		5
Tradenames		3,226		10
Total amortizable intangible assets	$	39,993

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:


	June 30, 2022		December 31, 2021		June 30, 2021		December 31, 2020
	(In thousands)
Cash and cash equivalents	$	46,254	$	53,228	$	44,708	$	44,656
Restricted cash within prepaid expenses and other current assets		822		461		—		—
Total cash, cash equivalents and restricted cash	$	47,076	$	53,689	$	44,708	$	44,656

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 June 30, 2022, the related condensed consolidated statements of operations, comprehensive income (loss) for the three and six-month periods ended June 30, 2022 and 2021, the condensed consolidated statements of shareholders' investment for the three-month periods ended March 31 and June 30, 2022 and 2021, the condensed consolidated statements of cash flows for the six-month periods ended June 30, 2022 and 2021, 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, 2021, the related consolidated statements of operations, comprehensive income, cash flows, and shareholders’ investment for the year then ended, and the related notes (not presented herein); and in our report dated March 14, 2022, 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, 2021, 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

August 8, 2022

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,

•

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

•

changes in interest rates,

•

changes in foreign currency exchange rates,

•

changes in regulations and practices of various governmental authorities,

•

changes in our competitive environment,

•

changes in the financial condition of our clients,

•

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,

•

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 six months ended June 30, 2022 and 2021, and as of June 30, 2022, and December 31, 2021, 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, 2021. As described in Note 1, "Basis of Presentation," the financial results of our operations outside of the U.S., Canada, the Caribbean, and certain subsidiaries in the Philippines are included in our consolidated financial statements on a two-month delayed basis (fiscal year-end of October 31) as permitted by U.S. generally accepted accounting principles ("GAAP") in order to provide sufficient time for accumulation of their results.

Business Overview

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

In January 2022, we have realigned our operating segments by moving to a geographic reporting structure consisting of North America Loss Adjusting, International Operations, Broadspire, and Platform Solutions. Our revised reportable segments are comprised of the following:

•

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 $25.9 million, or 9.7%, for the three months ended June 30, 2022 and $51.7 million, or 9.9% for the six months ended June 30, 2022, compared with the same periods of 2021. This increase was primarily due to an increase in new client growth in our North America Loss Adjusting, Broadspire and Platforms Solutions operating segments, increased weather-related claim activity in International Operations, and recent acquisitions. Changes in foreign exchange rates reduced our consolidated revenues before reimbursements by $6.2 million, or 2.3%, for the three months ended June 30, 2022 and $9.1 million, or 1.8%, for six months ended June 30, 2022 as compared with the prior year periods. To illustrate this impact, segment revenues are presented below, using a constant exchange rate, for the three and six months ended June 30, 2022.


	Three Months Ended							Three Months Ended
								Based on exchange rates for the three months ended June 30, 2021
(in thousands, except percentages)	June 30, 2022		June 30, 2021		Variance			June 30, 2022		% Variance
Revenues:
North America Loss Adjusting	$	65,775	$	56,212		17.0	%	$	66,713		18.7	%
International Operations		93,710		91,269		2.7	%		99,010		8.5	%
Broadspire		80,114		75,902		5.5	%		80,114		5.5	%
Platform Solutions		53,746		44,074		21.9	%		53,746		21.9	%
Total revenues before reimbursements		293,345		267,457		9.7	%		299,583		12.0	%
Reimbursements		10,306		9,088		13.4	%		10,684		17.6	%
Total Revenues	$	303,651	$	276,545		9.8	%	$	310,267		12.2	%


	Six Months Ended							Six Months Ended
								Based on exchange rates for the six months ended June 30, 2021
(in thousands, except percentages)	June 30, 2022		June 30, 2021		Variance			June 30, 2022		% Variance
Revenues:
North America Loss Adjusting	$	130,213	$	112,510		15.7	%	$	131,157		16.6	%
International Operations		182,982		177,736		3.0	%		191,091		7.5	%
Broadspire		156,568		150,178		4.3	%		156,568		4.3	%
Platform Solutions		102,607		80,214		27.9	%		102,607		27.9	%
Total revenues before reimbursements		572,370		520,638		9.9	%		581,423		11.7	%
Reimbursements		19,070		18,062		5.6	%		19,618		8.6	%
Total Revenues	$	591,440	$	538,700		9.8	%	$	601,041		11.6	%

Excluding foreign currency impacts, consolidated revenues before reimbursements increased $32.1 million, or 12.0%, for the three months ended June 30, 2022, and increased $60.8 million, or 11.7%, for the six months ended June 30, 2022. Revenues from the North America Loss Adjusting segment increased in the 2022 second quarter and year-to-date periods due to increases in the U.S. and Canada, and due to the recent acquisition of edjuster, Inc. Revenues from the International Operations segment increased in 2022 in most regions due to an increase in weather related activity. Revenues from the Broadspire segment increased for the quarter and year-to-date period due to an increase in case activity. Revenues from the Platform Solutions segment increased primarily due to an increase in Networks and the recent Praxis Consulting acquisition. There was an $8.1 million increase in total company revenues in the 2022 second quarter and an $18.8 million increase in the year-to-date period as a result of recent acquisitions. See Note 12, “Business Acquisitions” of our accompanying consolidated financial statements for more details of this activity.

Overall, there was an increase in cases received of 15.5% for the three months ended June 30, 2022 and an increase of 16.4% for the six months ended June 30, 2022, compared with the 2021 periods, due to increases in all operating segments. Recent acquisitions contributed 13,100, or 2.7% of cases received in the second quarter, and 28,800, or 3.1% of cases received in the six months ended June 30, 2022.

Cases received are presented below by segment for the three and six months ended June 30, 2022 and 2021:


	Three Months Ended							Six Months Ended
(whole numbers, except percentages)	June 30, 2022		June 30, 2021		Variance			June 30, 2022		June 30, 2021		Variance
North America Loss Adjusting		76,419		63,818		19.7	%		153,412		132,118		16.1	%
International Operations		147,297		124,246		18.6	%		284,387		228,950		24.2	%
Broadspire		139,123		120,961		15.0	%		272,845		246,137		10.9	%
Platform Solutions		117,867		107,182		10.0	%		227,859		198,794		14.6	%
Total Crawford Cases Received		480,706		416,207		15.5	%		938,503		805,999		16.4	%

To illustrate exposure to the impact of changes in foreign currencies, revenues before reimbursements are presented below by denominated currency for the three and six months ended June 30, 2022:


		Three Months Ended
		June 30, 2022		June 30, 2021
(in thousands)		USD equivalent	% of total	USD equivalent	% of total
U.S.	USD	$174,961	59.6%	$155,714	58.2%
U.K.	GBP	33,402	11.4%	34,280	12.8%
Canada	CAD	24,674	8.4%	20,337	7.6%
Australia	AUD	23,643	8.1%	27,497	10.3%
Europe	EUR	24,016	8.2%	14,145	5.3%
Rest of World		12,650	4.3%	15,484	5.8%
Total Revenues, before reimbursements		$293,345		$267,457


		Six Months Ended
		June 30, 2022		June 30, 2021
(in thousands)		USD equivalent	% of total	USD equivalent	% of total
U.S.	USD	$340,453	59.5%	$301,116	57.8%
U.K.	GBP	67,452	11.8%	66,503	12.8%
Canada	CAD	48,935	8.5%	41,571	8.0%
Australia	AUD	42,360	7.4%	51,707	9.9%
Europe	EUR	47,682	8.3%	27,409	5.3%
Rest of World		25,488	4.5%	32,332	6.2%
Total Revenues, before reimbursements		$572,370		$520,638

Costs of services provided, before reimbursements, increased $25.0 million, or 12.9%, for the three months ended June 30, 2022, and increased $45.3 million, or 12.0%, for the six months ended June 30, 2022, as compared with the 2021 periods. This increase was primarily due to an increase in compensation expense, including incentive compensation and other costs in each of our operating segments resulting from the higher revenues, and the impact of recent acquisitions.

Selling, general, and administrative ("SG&A") expenses increased $6.7 million, or 11.5%, in the three months ended June 30, 2022 and increased $12.9 million, or 11.0%, for the six months ended June 30, 2022, as compared with the 2021 periods. This increase was due to an increase in compensation expense, the impact of recent acquisitions, and contingent earnout adjustments, partially offset by a gain on the sale of our Canadian head office building.

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.

We received a benefit from the Canada Emergency Wage Subsidy ("CEWS") totaling $2.2 million and $4.1 million in the three months and six months ended June 30, 2021, respectively, due to the negative economic impact of COVID-19 in that country. There was no similar benefit in the 2022 periods. This subsidy is recorded as a credit within Direct Compensation, Fringe Benefits and Non-Employee Labor and is included in "Costs of services provided, before reimbursements” or “Selling, general, and administrative expenses” on the Company's unaudited Condensed Consolidated Statements of Operations, depending on classification of the employees.

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, 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, and contingent earnout adjustments 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. None of these costs relate directly to the performance of our services or operating activities and, therefore, are excluded from segment operating earnings in order to better assess the results of each segment's operating activities on a consistent basis.

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

Additional discussion and analysis of our income taxes, net corporate interest expense, stock option expense, amortization of customer-relationship intangible assets, contingent earnout adjustments, 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.

Valuation of Goodwill, Intangible Assets, and Other Long-Lived Assets

Subsequent to a business acquisition in which goodwill and indefinite-lived intangibles are recorded as assets, post-acquisition accounting requires that both be tested to determine whether there has been an impairment. We perform an impairment test of goodwill and indefinite-lived intangible assets at least annually on October 1 of each year. We regularly evaluate whether events and circumstances have occurred which indicate potential impairment of goodwill or indefinite-lived intangible assets. When factors indicate that such assets should be evaluated for possible impairment between the scheduled annual impairment tests, we perform an interim impairment test.

In accordance with the accounting guidance, we performed a goodwill impairment assessment immediately before and after the January 1, 2022 change in operating segments, neither of which resulted in any additional impairment charges.

During the second quarter of 2022, we identified a goodwill impairment indicator in our International Operations reporting unit as a result of lower operating results compared to forecast. Our International Operations reporting unit has goodwill of $22.9 million as of June 30, 2022. We performed an interim quantitative goodwill impairment test and determined no goodwill impairment existed. However, the excess of the fair value over the carrying value was only $2.3 million, or 1.4% of book value. Since this excess is not significant, the use of different key assumptions or further reduction in our operating results could result in an impairment of goodwill, which could be material.

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


	Three Months Ended						Six Months Ended
(in thousands, except percentages)	June 30, 2022			June 30, 2021			June 30, 2022			June 30, 2021
Revenues:
North America Loss Adjusting	$	65,775		$	56,212		$	130,213		$	112,510
International Operations		93,710			91,269			182,982			177,736
Broadspire		80,114			75,902			156,568			150,178
Platform Solutions		53,746			44,074			102,607			80,214
Total Revenues before reimbursements		293,345			267,457			572,370			520,638
Reimbursements		10,306			9,088			19,070			18,062
Total Revenues	$	303,651		$	276,545		$	591,440		$	538,700
Direct Compensation, Fringe Benefits & Non-Employee Labor:
North America Loss Adjusting	$	48,413		$	40,411		$	94,910		$	80,698
% of related revenues before reimbursements		73.6	%		71.9	%		72.9	%		71.7	%
International Operations		65,298			62,768			128,304			123,124
% of related revenues before reimbursements		69.7	%		68.8	%		70.1	%		69.3	%
Broadspire		49,799			46,169			97,748			91,839
% of related revenues before reimbursements		62.2	%		60.8	%		62.4	%		61.2	%
Platform Solutions		36,467			26,297			68,318			49,568
% of related revenues before reimbursements		67.9	%		59.7	%		66.6	%		61.8	%
Total	$	199,977		$	175,645		$	389,280		$	345,229
% of Revenues before reimbursements		68.2	%		65.7	%		68.0	%		66.3	%
Expenses Other than Direct Compensation, Fringe Benefits & Non-Employee Labor:
North America Loss Adjusting	$	14,667		$	12,720		$	28,473		$	24,370
% of related revenues before reimbursements		22.3	%		22.6	%		21.9	%		21.7	%
International Operations		29,119			26,375			58,452			53,159
% of related revenues before reimbursements		31.1	%		28.9	%		31.9	%		29.9	%
Broadspire		22,648			23,163			44,719			45,035
% of related revenues before reimbursements		28.3	%		30.5	%		28.6	%		30.0	%
Platform Solutions		12,683			8,686			21,655			17,537
% of related revenues before reimbursements		23.6	%		19.7	%		21.1	%		21.9	%
Total before reimbursements		79,117			70,944			153,299			140,101
% of Revenues before reimbursements		27.0	%		26.5	%		26.8	%		26.9	%
Reimbursements		10,306			9,088			19,070			18,062
Total	$	89,423		$	80,032		$	172,369		$	158,163
% of Revenues		29.4	%		28.9	%		29.1	%		29.4	%
Segment Operating Earnings (Loss):
North America Loss Adjusting	$	2,695		$	3,081		$	6,831		$	7,442
% of related revenues before reimbursements		4.1	%		5.5	%		5.2	%		6.6	%
International Operations		(707	)		2,126			(3,774	)		1,453
% of related revenues before reimbursements		(0.8	)%		2.3	%		(2.1	)%		0.8	%
Broadspire		7,667			6,570			14,101			13,304
% of related revenues before reimbursements		9.6	%		8.7	%		9.0	%		8.9	%
Platform Solutions		4,596			9,091			12,633			13,109
% of related revenues before reimbursements		8.6	%		20.6	%		12.3	%		16.3	%
Deduct:
Unallocated corporate and shared costs, net		(1,373	)		(1,248	)		(3,825	)		(2,662	)
Net corporate interest expense		(1,780	)		(1,213	)		(3,298	)		(2,795	)
Stock option expense		(130	)		(264	)		(336	)		(404	)
Amortization of customer-relationship intangible assets		(2,060	)		(2,750	)		(3,786	)		(5,549	)
Contingent earnout adjustments		(303	)		—			(2,359	)		—
Income before income taxes		8,605			15,393			16,187			23,898
Provision for income taxes		(2,768	)		(3,590	)		(5,194	)		(6,061	)
Net income		5,837			11,803			10,993			17,837
Net (income) loss attributable to noncontrolling interests		(7	)		(23	)		(67	)		7
Net income attributable to shareholders of Crawford & Company	$	5,830		$	11,780		$	10,926		$	17,844

NORTH AMERICA LOSS ADJUSTING SEGMENT

Operating earnings in our North America Loss Adjusting segment totaled $2.7 million, or 4.1% of revenues before reimbursements, for the three months ended June 30, 2022, compared with 2021 operating earnings of $3.1 million, or 5.5% of revenues before reimbursements. For the six months ended June 30, 2022, our North America Loss Adjusting segment reported operating earnings of $6.8 million, or 5.2% of revenues before reimbursements, compared with 2021 operating earnings of $7.4 million, or 6.6% of revenues before reimbursements. The decrease in operating earnings in the 2022 second quarter and year-to-date periods was primarily due to an increase in compensation expense. There was a $1.0 million and $1.9 million expense benefit in the three months and six months ended June 30, 2021, respectively, as a result of the Canada Emergency Wage Subsidy (“CEWS”), compared to no benefit in the 2022 periods.

Excluding centralized indirect support costs, gross profit decreased from $11.3 million, or 20.0% of revenues before reimbursements in 2021, to $11.2 million, or 17.0% of revenues before reimbursements, in the three months ended June 30, 2022. For the six months ended June 30, 2022, gross profit decreased slightly from $22.5 million, or 20.0% of revenues before reimbursements in 2021, to $22.3 million, or 17.1% of revenues before reimbursements, due primarily to an increase in compensation expense and the absence of the CEWS benefit.

Operating results for our North America Loss Adjusting segment, including gross profit, for the three and six months ended June 30, 2022 and 2021 were as follows:


	In thousands (except percentages)
	Based on actual exchange rates			Based on exchange rates for June 30, 2021
Three Months Ended June 30,	2022	2021	Variance	2022	Variance
Revenues	$65,775	$56,212	17.0%	$66,713	18.7%
Direct expenses	54,586	44,943	21.5%	55,385	23.2%
Gross profit	11,189	11,269	(0.7)%	11,328	0.5%
Indirect expenses	8,494	8,188	3.7%	8,634	5.4%
Total North America Loss Adjusting Operating Earnings	$2,695	$3,081	(12.5)%	$2,694	(12.6)%

Gross profit margin	17.0%	20.0%	(3.0)%	17.0%	(3.0)%
Operating margin	4.1%	5.5%	(1.4)%	4.0%	(1.5)%


	In thousands (except percentages)
	Based on actual exchange rates			Based on exchange rates for June 30, 2021
Six Months Ended June 30,	2022	2021	Variance	2022	Variance
Revenues	$130,213	$112,510	15.7%	$131,157	16.6%
Direct expenses	107,957	89,984	20.0%	108,757	20.9%
Gross profit	22,256	22,526	(1.2)%	22,400	(0.6)%
Indirect expenses	15,425	15,084	2.3%	15,568	3.2%
Total North America Loss Adjusting Operating Earnings	$6,831	$7,442	(8.2)%	$6,832	(8.2)%

Gross profit margin	17.1%	20.0%	(2.9)%	17.1%	(2.9)%
Operating margin	5.2%	6.6%	(1.4)%	5.2%	(1.4)%

Revenues before Reimbursements

North America Loss Adjusting segment revenues are primarily derived from the global 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 six months ended June 30, 2022 and 2021 were as follows:


	Three Months Ended
	Based on actual exchange rates							Based on exchange rates for June 30, 2021
(in thousands, except percentages)	June 30, 2022		June 30, 2021		Variance			June 30, 2022		Variance
U.S.	$	41,099	$	35,737		15.0	%	$	41,099		15.0	%
Canada		24,676		20,475		20.5	%		25,614		25.1	%
Total North America Loss Adjusting Revenues before Reimbursements	$	65,775	$	56,212		17.0	%	$	66,713		18.7	%


	Six Months Ended
	Based on actual exchange rates							Based on exchange rates for the six months ended June 30, 2021
(in thousands, except percentages)	June 30, 2022		June 30, 2021		Variance			June 30, 2022		Variance
U.S.	$	81,277	$	70,723		14.9	%	$	81,277		14.9	%
Canada		48,936		41,787		17.1	%		49,880		19.4	%
Total North America Loss Adjusting Revenues before Reimbursements	$	130,213	$	112,510		15.7	%	$	131,157		16.6	%

Revenues before reimbursements from our North America Loss Adjusting segment totaled $65.8 million in the three months ended June 30, 2022, compared with $56.2 million in the 2021 period. This increase was due to an increase in case volumes in Canada from both new and existing clients and the recent acquisition. The change in exchange rates decreased our North America Loss Adjusting segment revenues by approximately 1.7%, or $0.9 million, for the three months ended June 30, 2022 as compared with the 2021 period. Absent foreign exchange rate fluctuations, North America Loss Adjusting segment revenues would have been $66.7 million for the three months ended June 30, 2022. There was a $3.6 million increase, or 6.4% increase in North America Loss Adjusting revenues in the quarter as a result of the recent edjuster, Inc. acquisition. There was an increase in segment unit volume, measured principally by cases received, of 19.7% for the three months ended June 30, 2022, compared with the 2021 period. Excluding the impact of 4,200 cases received from the edjuster, Inc. acquisition, changes in product mix and in the rates charged for those services accounted for a 2.5% revenue decrease for the three months ended June 30, 2022 compared with the same period in 2021.

Revenues before reimbursements from our North America Loss Adjusting segment totaled $130.2 million in the six months ended June 30, 2022, compared with $112.5 million in the 2021 period. This increase was due to an increase in case volumes in Canada from both new and existing clients and the recent edjuster, Inc. acquisition. The change in exchange rates decreased our North America Loss Adjusting segment revenues by approximately 0.9%, or $0.9 million, for the six months ended June 30, 2022 as compared with the 2021 period. Absent foreign exchange rate fluctuations, North America Loss Adjusting segment revenues would have been $131.2 million for the six months ended June 30, 2022. There was a $7.2 million increase, or 6.4% increase in North America Loss Adjusting revenues in the year-to-date period as a result of the recent edjuster, Inc. acquisition. There was an increase in segment unit volume, measured principally by cases received, of 16.1% for the six months ended June 30, 2022, compared with the 2021 period. Excluding the impact of 7,200 cases received from the edjuster, Inc. acquisition, changes in product mix and in the rates charged for those services accounted for a 1.4% revenue decrease for the six months ended June 30, 2022 compared with the same period in 2021.

The increase in revenues in the U.S. for the three months and six months ended June 30, 2022 was due to an increase in Global Technical Services revenues and a change in the mix of services provided, due to a lower proportion of high-frequency, low-severity cases in the current year. Based on constant foreign exchange rates, there was an increase in revenues in Canada in 2022, compared with 2021, primarily due to the recent edjuster, Inc. acquisition and the recovery from the negative economic impacts of COVID-19 that were present in 2021.

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 $2.1 million and $2.0 million for the three months ended June 30, 2022 and 2021, respectively. Reimbursements were $4.0 million for both of the six months ended June 30, 2022 and 2021, respectively. Although there was an increase in revenues, there was no similar increase in reimbursed expenses due to a change in the mix of claims handled in 2022.

Case Volume Analysis

North America Loss Adjusting segment unit volumes by geographic region, measured by cases received, for the three and six months ended June 30, 2022 and 2021 were as follows:


	Three Months Ended							Six Months Ended
(whole numbers, except percentages)	June 30, 2022		June 30, 2021		Variance			June 30, 2022		June 30, 2021		Variance
U.S.		32,477		34,157		(4.9	)%		68,415		69,579		(1.7	)%
Canada		43,942		29,661		48.1	%		84,997		62,539		35.9	%
Total North America Loss Adjusting Cases Received		76,419		63,818		19.7	%		153,412		132,118		16.1	%

Overall, there was an increase in cases received of 19.7% and 16.1% for the three and six months ended June 30, 2022, respectively, compared with the 2021 periods. There was a decrease in U.S. case volumes in the 2022 second quarter and year-to-date period due to a change in the mix of services provided due to a lower proportion of high-frequency, low-severity cases. There was an increase in cases in Canada in the 2022 second quarter and six month period due to an increase in weather-related activity and due to recovery from the impact of the pandemic which was present in the 2021 period. An increase of 4,200 cases, or 6.6% of cases received, and 7,200 cases, or 5.4% of cases received, for the three months and six months ended June 30, 2022, was due to the recent edjuster, Inc. acquisition.

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 73.6% for the three months ended June 30, 2022 compared with 71.9% for the 2021 period. For the six months ended June 30, 2022, direct compensation, fringe benefits, and non-employee labor expenses were 72.9%, compared with 71.7% in 2021. The total dollar amount of these expenses increased to $48.4 million for the three months ended June 30, 2022 from $40.4 million for the comparable 2021 period, and were $94.9 million for the six months ended June 30, 2022 compared to $80.7 million in 2021. The increase in amounts was due to the increased revenues and an additional 195 employees from the recent acquisition. The increase in the percentage of revenues before reimbursements is due to increased compensation expense, including the variance due to the $1.0 million and $1.9 million expense benefit in the 2021 three month and six month periods, respectively, as a result of CEWS, compared to no benefit in the 2022 periods. There was an average of 1,983 full-time equivalent employees in this segment in the six months ended June 30, 2022 compared with an average of 1,727 in the 2021 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 $14.7 million for the three months ended June 30, 2022 compared with $12.7 million for the 2021 period. As a percentage of revenues before reimbursements, expenses other than direct compensation, fringe benefits, and non-employee labor expenses were 22.3% for the three months ended June 30, 2022 compared with 22.6% for the 2021 period. For the six months ended June 30, 2022, expenses other than reimbursements, direct compensation, fringe benefits, and non-employee labor were $28.5 million, compared with $24.4 million for the 2021 period. As a percentage of revenues before reimbursements, expenses other than direct compensation, fringe benefits, and non-employee labor expenses were 21.9% for the six months ended June 30, 2022, compared with 21.7% for the 2021 period. The increase in the current year amount, as well as the increase in percent of revenues before reimbursements, was due to technology investments, an increase in the allowance for credit losses, and integration costs of the recent acquisition.

INTERNATIONAL OPERATIONS SEGMENT

Operating loss in our International Operations segment was ($0.7) million, or (0.8%) of revenues before reimbursements, for the three months ended June 30, 2022, compared with operating earnings of $2.1 million, or 2.3% of revenues before reimbursements, in 2021. For the six months ended June 30, 2022, our International Operations segment reported an operating loss of ($3.8) million, or (2.1%) of revenues before reimbursements, compared with 2021 operating earnings of $1.5 million, or 0.8% of revenues before reimbursements. The decrease in operating earnings in the 2022 periods was primarily due to lower profitability in certain international operations and an increase in compensation expense.

Excluding centralized indirect support costs, gross profit decreased from $13.9 million, or 15.2% of revenues before reimbursements in 2021, to $13.5 million, or 14.4% of revenues before reimbursements, in the three months ended June 30, 2022. For the six months ended June 30, 2022, gross profit decreased from $25.2 million, or 14.2% of revenues before reimbursements in 2021, to $23.5 million, or 12.8% of revenues before reimbursements. These decreases were primarily due to losses in certain international operations and an increase in compensation expense.

Operating results for our International Operations segment, including gross profit, for the three and six months ended June 30, 2022 and 2021 were as follows:


	In thousands (except percentages)
	Based on actual exchange rates			Based on exchange rates for June 30, 2021
Three Months Ended June 30,	2022	2021	Variance	2022	Variance
Revenues	$93,710	$91,269	2.7%	$99,010	8.5%
Direct expenses	80,218	77,391	3.7%	84,670	9.4%
Gross profit	13,492	13,878	(2.8)%	14,340	3.3%
Indirect expenses	14,199	11,752	20.8%	15,215	29.5%
Total International Operations Operating (Loss) Earnings	$(707)	$2,126	(133.3)%	$(875)	(141.2)%

Gross profit margin	14.4%	15.2%	(0.8)%	14.5%	(0.7)%
Operating margin	(0.8)%	2.3%	(3.1)%	(0.9)%	(3.2)%


	In thousands (except percentages)
	Based on actual exchange rates			Based on exchange rates for June 30, 2021
Six Months Ended June 30,	2022	2021	Variance	2022	Variance
Revenues	$182,982	$177,736	3.0%	$191,091	7.5%
Direct expenses	159,526	152,547	4.6%	166,417	9.1%
Gross profit	23,456	25,189	(6.9)%	24,674	(2.0)%
Indirect expenses	27,230	23,736	14.7%	28,716	21.0%
Total International Operations Operating Loss (Earnings)	$(3,774)	$1,453	(359.7)%	$(4,042)	(378.2)%

Gross profit margin	12.8%	14.2%	(1.4)%	12.9%	(1.3)%
Operating margin	(2.1)%	0.8%	(2.9)%	(2.1)%	(2.9)%

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 six months ended June 30, 2022 and 2021 were as follows:


	Three Months Ended
	Based on actual exchange rates							Based on exchange rates for June 30, 2021
(in thousands, except percentages)	June 30, 2022		June 30, 2021		Variance			June 30, 2022		Variance
UK	$	33,435	$	34,167		(2.1	)%	$	34,994		2.4	%
Europe		24,015		23,208		3.5	%		25,768		11.0	%
Australia		23,643		22,442		5.4	%		24,889		10.9	%
Asia		5,521		4,225		30.7	%		5,750		36.1	%
Latin America		7,096		7,227		(1.8	)%		7,609		5.3	%
Total International Operations Revenues before Reimbursements	$	93,710	$	91,269		2.7	%	$	99,010		8.5	%


	Six Months Ended
	Based on actual exchange rates							Based on exchange rates for the six months ended June 30, 2021
(in thousands, except percentages)	June 30, 2022		June 30, 2021		Variance			June 30, 2022		Variance
UK	$	67,485	$	66,301		1.8	%	$	69,024		4.1	%
Europe		47,682		44,951		6.1	%		50,589		12.5	%
Australia		42,360		42,223		0.3	%		44,347		5.0	%
Asia		11,180		9,344		19.6	%		11,630		24.5	%
Latin America		14,275		14,917		(4.3	)%		15,501		3.9	%
Total International Operations Revenues before Reimbursements	$	182,982	$	177,736		3.0	%	$	191,091		7.5	%

Revenues before reimbursements from our International Operations segment totaled $93.7 million in the three months ended June 30, 2022, compared with $91.3 million in the 2021 period. This increase was primarily due to increases in Europe, Australia, and Asia. The change in exchange rates decreased our International Operations segment revenues by approximately 5.8%, or $5.3 million, for the three months ended June 30, 2022 as compared with the 2021 period. Absent foreign exchange rate fluctuations, International Operations segment revenues would have been $99.0 million for the three months ended June 30, 2022. There was a $0.6 million increase, or 0.7% increase in International Operations revenues in the quarter as a result of the recent BosBoon acquisition. There was an increase in segment unit volume, measured principally by cases received, of 18.6% for the three months ended June 30, 2022, compared with the 2021 period. 12.1% of this increase was due to 15,000 cases received in Australia as a result of a weather-related catastrophe in the second quarter for which revenues are expected in future quarters as services are performed. Changes in product mix and in the rates charged for those services accounted for a 4.2% revenue decrease for the three months ended June 30, 2022 compared with the same period in 2021, primarily due to an increase in high-frequency, low-severity cases in Asia.

Revenues before reimbursements from our International Operations segment totaled $183.0 million in the six months ended June 30, 2022, compared with $177.7 million in the 2021 period. This increase was primarily due to increases in the U.K., Europe, and Asia. The change in exchange rates decreased our International Operations segment revenues by approximately 4.5%, or $8.1 million, for the six months ended June 30, 2022 as compared with the 2021 period. Absent foreign exchange rate fluctuations, International Operations segment revenues would have been $191.1 million for the six months ended June 30, 2022. There was a $1.7 million increase, or 1.0% increase in International Operations revenues in the year-to-date period as a result of the recent BosBoon acquisition. There was an increase in segment unit volume, measured principally by cases received, of 24.2% for the six months ended June 30, 2022, compared with the 2021 period. 6.6% of this increase was due to 15,000 cases received in Australia as a result of a weather-related catastrophe in the second quarter for which revenues are expected in future quarters as services are performed, and 4.5% of this increase was due to an increase of 10,400 high-frequency, low-severity cases received in Latin America in the first quarter for which only minimal revenues are recognized. Excluding these Australia, Latin America, and BosBoon cases, there was an increase in segment unit volume of 30,000, or 13.1% in International Operations cases received. Changes in product mix and in the rates charged for those services accounted for a 10.7% revenue decrease for the six months ended June 30, 2022 compared with the same period in 2021, due to an increase in high-frequency, low severity cases in Europe and Asia.

Based on constant foreign exchange rates, the increase in revenues in the U.K. for the three months and six months ended June 30, 2022 was due to an increase in case volumes from both new and existing clients. There was an increase in revenues in Europe in the 2022 quarter and year-to-date periods, compared with 2021, due to an increase in high-frequency, low-severity case volume increases in Scandinavia, and the recent BosBoon acquisition. There was an increase in revenues in Australia in the quarter and year-to-date periods due to an increase in weather related case activity. There was an increase in revenues in Asia in the 2022 quarter and year-to-date periods, compared with 2021, due to an increase in high-frequency, low-severity weather related case activity in the Philippines and Malaysia. There was an increase in revenues in Latin America in 2022 due to an increase in high-frequency, low-severity cases and a change in the mix of services provided.

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 $7.2 million and $5.6 million for the three months ended June 30, 2022 and 2021, respectively. Reimbursements were $13.2 million and $11.6 million for the six months ended June 30, 2022 and 2021, respectively. The increase in reimbursed expenses were due to the increased revenues.

Case Volume Analysis

International Operations segment unit volumes by geographic region, measured by cases received, for the three and six months ended June 30, 2022 and 2021 were as follows:


	Three Months Ended							Six Months Ended
(whole numbers, except percentages)	June 30, 2022		June 30, 2021		Variance			June 30, 2022		June 30, 2021		Variance
UK		40,545		36,970		9.7	%		79,250		70,201		12.9	%
Europe		57,051		56,754		0.5	%		113,974		104,253		9.3	%
Australia		27,066		13,715		97.3	%		41,504		28,014		48.2	%
Asia		4,620		3,360		37.5	%		12,141		7,264		67.1	%
Latin America		18,015		13,447		34.0	%		37,518		19,218		95.2	%
Total International Operations Cases Received		147,297		124,246		18.6	%		284,387		228,950		24.2	%

Overall, there was an increase in cases received of 18.6% and 24.2% for the three and six months ended June 30, 2022, compared with the 2021 period. 4.5% of the year-to-date increase was due to an increase of 10,400 high-frequency, low-severity cases received in Latin America in the first quarter for which only minimal revenues are recognized. An increase of 500 cases, or 0.3% of cases received, and 900 cases, or 0.4% of cases received, for the three months and six months ended June 30, 2022, was due to the recent BosBoon acquisition. Excluding these Latin American cases, Australia flooding cases, and BosBoon acquisition, there was an increase in segment unit volume of 7,600, or 6.1% in International Operations cases received in the second quarter and 29,100, or 12.7% in the year-to-date period. There was an increase in case volumes in the U.K. due to increases from both new and existing clients. There was a year-to-date increase in cases received in Europe in 2022, compared with 2021, due to an increase in high-frequency, low-severity cases in Scandinavia. There was an increase in case volumes in Australia due to an increase in approximately 15,000 weather-related claims, for which revenues are expected in future quarters. There was an increase in cases received in Asia in 2022, compared with 2021, due to an increase in high-frequency, low-severity weather-related activity in the Philippines and Malaysia. The increase in cases received in Latin America in the 2022 three month and six month period is due to an increase in high-frequency, low-severity cases referenced above.

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 were 69.7% for the three months ended June 30, 2022 compared with 68.8% for the 2021 period. The total dollar amount of these expenses increased to $65.3 million for the three months ended June 30, 2022 from $62.8 million for the comparable 2021 period. For the six months ended June 30, 2022, direct compensation, fringe benefits, and non-employee labor expenses were 70.1%, compared with 69.3% in 2021, and were $128.3 million for the six months ended June 30, 2022 compared to $123.1 million in 2021. The increase in amounts was due to the increased revenues and an increase in employees, including 25 from the recent acquisition. The increase in the percentage of revenues before reimbursements is because compensation expense increased higher than the revenues in certain international operations, and higher compensation expense in our legal services business. There was an average of 3,614 full-time equivalent employees in this segment in the six months ended June 30, 2022 compared with an average of 3,481 in the 2021 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 $29.1 million for the three months ended June 30, 2022 compared with $26.4 million for the 2021 period. As a percentage of revenues before reimbursements, expenses other than direct compensation, fringe benefits, and non-employee labor expenses were 31.1% for the three months ended June 30, 2022 compared with 28.9% for the 2021 period. For the six months ended June 30, 2022, expenses other than reimbursements, direct compensation, fringe benefits, and non-employee labor were $58.5 million, compared with $53.2 million for the 2021 period. As a percentage of revenues before reimbursements, expenses other than direct compensation, fringe benefits, and non-employee labor expenses were 31.9% for the six months ended June 30, 2022, compared with 29.9% for the 2021 period. The increase in the current year expense and the increase in expenses as a percent of revenues before reimbursements were due to technology investments and an increase in administrative support costs.

BROADSPIRE SEGMENT

Our Broadspire segment reported operating earnings of $7.7 million, or 9.6% of revenues before reimbursements, for the three months ended June 30, 2022 as compared with $6.6 million, or 8.7% of revenues before reimbursements, for the second quarter of 2021. For the six months ended June 30, 2022, our Broadspire segment reported operating earnings of $14.1 million, or 9.0% of revenues before reimbursements, compared with 2021 operating earnings of $13.3 million, or 8.9% of revenues before reimbursements. These increases were due to an increase in revenues.

Excluding centralized indirect support costs, second quarter gross profit increased from $16.3 million, or 21.4% of revenues before reimbursements, in 2021 to $17.7 million, or 22.1% of revenues before reimbursements in 2022, due to the increase in revenues. For the six months ended June 30, 2022, gross profit increased from $32.8 million, or 21.8% of revenues before reimbursements in 2021, to $34.1 million, or 21.8% of revenues before reimbursements, due to the increased revenues.

Operating results for our Broadspire segment, including gross profit, for the three and six months ended June 30, 2022 and 2021 were as follows:


	In thousands (except percentages)
Three Months Ended June 30,	2022			2021			Variance
Revenues	$	80,114		$	75,902			5.5	%
Direct expenses		62,383			59,639			4.6	%
Gross profit		17,731			16,263			9.0	%
Indirect expenses		10,064			9,693			3.8	%
Total Broadspire Operating Earnings	$	7,667		$	6,570			16.7	%

Gross profit margin		22.1	%		21.4	%		0.7	%
Operating margin		9.6	%		8.7	%		0.9	%


	In thousands (except percentages)
Six Months Ended June 30,	2022			2021			Variance
Revenues	$	156,568		$	150,178			4.3	%
Direct expenses		122,421			117,396			4.3	%
Gross profit		34,147			32,782			4.2	%
Indirect expenses		20,046			19,478			2.9	%
Total Broadspire Operating Earnings	$	14,101		$	13,304			6.0	%

Gross profit margin		21.8	%		21.8	%		—
Operating margin		9.0	%		8.9	%		0.1	%

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 six months ended June 30, 2022 and 2021 were as follows:


	Three Months Ended
(in thousands, except percentages)	June 30, 2022		June 30, 2021		Variance
Claims Management	$	40,426	$	37,551		7.7	%
Medical Management		39,688		38,351		3.5	%
Total Broadspire Revenues before Reimbursements	$	80,114	$	75,902		5.5	%


	Six Months Ended
(in thousands, except percentages)	June 30, 2022		June 30, 2021		Variance
Claims Management	$	79,977	$	75,702		5.6	%
Medical Management		76,591		74,476		2.8	%
Total Broadspire Revenues before Reimbursements	$	156,568	$	150,178		4.3	%

Revenues before reimbursements from our Broadspire segment totaled $80.1 million in the three months ended June 30, 2022 compared with $75.9 million in the 2021 period. This increase was primarily due to an increase in new client growth across both service lines, and general recovery from pandemic-impacted activity in 2021. Revenues were positively impacted by an increase in unit volumes, measured principally by cases received, of 15.0% for the three months ended June 30, 2022 compared with the same period of 2021. Changes in product mix and in the rates charged for those services accounted for a 9.5% revenue decrease for the 2022 second quarter compared with the 2021 period, due to an increase in Disability and Accident and Health claims which have a lower average fee per claim.

For the six months ended June 30, 2022, revenues before reimbursements from our Broadspire segment totaled $156.6 million compared with $150.2 million in the 2021 period. This increase was primarily due to an increase in new client growth across both service lines, and general recovery from pandemic-impacted activity in 2021. Revenues were positively impacted by an increase in unit volumes, measured principally by cases received, of 10.9% for the six months ended June 30, 2022 compared with the same period of 2021. Changes in product mix and in the rates charged for those services accounted for a 6.6% revenue decrease for the 2022 six month period compared with 2021, due to an increase in Disability and A&H claims which have a lower average fee per claim.

Reimbursed Expenses included in Total Revenues

Reimbursements for out-of-pocket expenses incurred in our Broadspire segment were $0.8 million for the three months ended June 30, 2022, compared with $0.6 million in the comparable 2021 period. Reimbursements were $1.5 million and $1.1 million for the six months ended June 30, 2022 and 2021, respectively. The increase in reimbursed expenses in the 2022 periods was due to the increased revenues and employee travel related to servicing cases from clients.

Case Volume Analysis

Broadspire unit volumes by service line, as measured by cases received, for the three and six months ended June 30, 2022 and 2021 were as follows:


	Three Months Ended							Six Months Ended
(whole numbers, except percentages)	June 30, 2022		June 30, 2021		Variance			June 30, 2022		June 30, 2021		Variance
Claims Management		104,502		86,843		20.3	%		205,394		178,841		14.8	%
Medical Management		34,621		34,118		1.5	%		67,451		67,296		0.2	%
Total Broadspire Cases Received		139,123		120,961		15.0	%		272,845		246,137		10.9	%

Overall case volumes were 15.0% and 10.9% higher for the three months and six months ended June 30, 2022, respectively, due to an increase in new clients and an increase in Disability and A&H cases volumes. In addition, the 2021 period was negatively impacted by the pandemic. Broadspire unit volumes are sensitive to overall employment levels and workplace reported injuries.

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. For the three months ended June 30, 2022, direct compensation, fringe benefits, and non-employee labor, as a percent of the related revenues before reimbursements, increased from 60.8% in 2021 to 62.2% in 2022. For the six months ended June 30, 2022, direct compensation, fringe benefits, and non-employee labor expenses were 62.4%, compared with 61.2% in 2021. The total dollar amount of these expenses increased to $49.8 million for the three months ended June 30, 2022 from $46.2 million in 2021, and were $97.7 million for the six months ended June 30, 2022 compared to $91.8 million for the comparable 2021 period. The increase in the amounts was due to the increased revenues and an increase in average full-time equivalent employees. The increase in expense as a percent of revenues before reimbursements is due to an increase in compensation. Average full-time equivalent employees in this segment totaled 2,442 in the first six months ended June 30, 2022, compared with 2,221 in the comparable 2021 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 28.3% for the three months ended June 30, 2022, compared with 30.5% in the comparable 2021 period. The amount of these expenses decreased slightly from $23.2 million for the three months ended June 30, 2021 to $22.6 million in 2022. For the six months ended June 30, 2022, expenses other than reimbursements, direct compensation, fringe benefits, and non-employee labor were $44.7 million, compared with $45.0 million for the 2021 period. As a percentage of revenues before reimbursements, expenses other than direct compensation, fringe benefits, and non-employee labor expenses were 28.6% for the six months ended June 30, 2022, compared with 30.0% for the 2021 period. The decrease in the overall expense and the expense as a percent of revenues was due to higher revenues and lower software amortization costs.

PLATFORM SOLUTIONS SEGMENT

Our Platform Solutions segment reported operating earnings of $4.6 million for the three months ended June 30, 2022, decreasing from operating earnings of $9.1 million in the comparable 2021 period. The segment operating margin decreased from 20.6% for the three months ended June 30, 2021, to 8.6% in the comparable 2022 period. For the six months ended June 30, 2022, our Crawford Platform Solutions segment reported operating earnings of $12.6 million, or 12.3% of revenues before reimbursements, compared with 2021 operating earnings of $13.1 million, or 16.3% of revenues before reimbursements. The decrease in operating earnings in 2022 was due to an increase in compensation expense to support new client growth and an increase in technology investments.

Excluding indirect support costs, gross profit in the second quarter decreased from $12.9 million, or 29.3% of revenues before reimbursements in 2021, to $9.9 million, or 18.3% of revenues before reimbursements, in 2022. This decrease was due to cost increases to support new client growth and an increase in technology investments. For the six months ended June 30, 2022, gross profit increased from $20.8 million, or 25.9% of revenues before reimbursements in 2021, to $22.4 million, or 21.8% of revenues before reimbursements in 2022. This increase was due to an increase in revenues in our Networks service line and the recent Praxis Consulting acquisition.

Operating results for our Platform Solutions segment, including gross profit, for the three and six months ended June 30, 2022 and 2021 were as follows:


	In thousands (except percentages)
Three Months Ended June 30,	2022			2021			Variance
Revenues	$	53,746		$	44,074			21.9	%
Direct expenses		43,895			31,143			40.9	%
Gross profit		9,851			12,931			(23.8	)%
Indirect expenses		5,255			3,840			36.8	%
Total Platform Solutions Operating Earnings	$	4,596		$	9,091			(49.4	)%

Gross profit margin		18.3	%		29.3	%		(11.0	)%
Operating margin		8.6	%		20.6	%		(12.0	)%


	In thousands (except percentages)
Six Months Ended June 30,	2022			2021			Variance
Revenues	$	102,607		$	80,214			27.9	%
Direct expenses		80,225			59,410			35.0	%
Gross profit		22,382			20,804			7.6	%
Indirect expenses		9,749			7,695			26.7	%
Total Platform Solutions Operating Earnings	$	12,633		$	13,109			(3.6	)%

Gross profit margin		21.8	%		25.9	%		(4.1	)%
Operating margin		12.3	%		16.3	%		(4.0	)%

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 six months ended June 30, 2022 and 2021 were as follows:


	Three Months Ended
(in thousands, except percentages)	June 30, 2022		June 30, 2021		Variance
Contractor Connection	$	17,396	$	19,534		(10.9	)%
Networks		32,505		24,540		32.5	%
Subrogation		3,845		—	nm
Total Platform Solutions Revenues before Reimbursements	$	53,746	$	44,074		21.9	%


	Six Months Ended
(in thousands, except percentages)	June 30, 2022		June 30, 2021		Variance
Contractor Connection	$	32,659	$	36,051		(9.4	)%
Networks		60,031		44,163		35.9	%
Subrogation		9,917		—	nm
Total Platform Solutions Revenues before Reimbursements	$	102,607	$	80,214		27.9	%

Revenues before reimbursements from our Platform Solutions segment totaled $53.7 million in the three months ended June 30, 2022, compared with $44.1 million in the 2021 period. This increase was primarily due to an increase in case volumes in our Networks service line due to new client growth, and a $3.8 million increase, or 8.7% increase in Platform Solutions revenues, as a result of the recent Praxis Consulting acquisition. There was an increase in segment unit volume, measured principally by cases received, of 10.0%, including 8.3% from the Praxis acquisition, for the three months ended June 30, 2022, compared with the 2021 period. $3.9 million, or 8.8% of the overall increase in revenues for the three months ended June 30, 2022 was due to a specific project in Networks during the second quarter for which no cases were received. Excluding cases from the Praxis acquisition, changes in product mix and in the rates charged for those services accounted for a 2.7% revenue increase for the three months ended June 30, 2022, compared with the same period in 2021.

For the six months ended June 30, 2022, revenues before reimbursements from our Platform Solutions segment totaled $102.6 million, compared with $80.2 million in the 2021 period. This increase was primarily due to an increase in case volumes in our Networks service line due to new client growth, and a $9.9 million increase, or 12.4% increase in Platform Solutions revenues, as a result of the recent acquisition. There was an increase in segment unit volume, measured principally by cases received, of 14.6%, 10.8% of which was from the Praxis acquisition, for the six months ended June 30, 2022, compared with the 2021 period. $3.9 million, or 4.9% of the overall increase in year-to-date revenues was due to a specific project in the second quarter for which no cases were received. Excluding cases from the Praxis acquisition, changes in product mix and in the rates charged for those services accounted for a 6.8% revenue increase for the six months ended June 30, 2022, compared with the same period in 2021.

The increase in revenues for the three months and six months ended June 30, 2022 was due to an increase in our Networks service line, and revenues from the recent acquisition. Excluding Subrogation, there was an increase in cases of 1.7% in the 2022 second quarter and increase of 3.8% in the year-to-date period. The decrease in Contractor Connection was due to the absence of weather related cases that were present in the 2021 second quarter.

Reimbursed Expenses included in Total Revenues

Reimbursements for out-of-pocket expenses incurred in our Crawford Platform Solutions segment were $0.2 million for the three months ended June 30, 2022 compared with $0.8 million in the comparable 2021 period. Reimbursements were $0.4 million and $1.3 million for the six months ended June 30, 2022 and 2021, respectively. These decreases were due to a decreased use of third parties in the 2022 periods.

Case Volume Analysis

Platform Solutions unit volumes by service line, as measured by cases received, for the three and six months ended June 30, 2022 and 2021 were as follows:


	Three Months Ended							Six Months Ended
(whole numbers, except percentages)	June 30, 2022		June 30, 2021		Variance			June 30, 2022		June 30, 2021		Variance
Contractor Connection		37,837		46,824		(19.2	)%		76,228		89,418		(14.8	)%
Networks		71,126		60,358		17.8	%		130,074		109,376		18.9	%
Subrogation		8,904		—	nm				21,557		—	nm
Total Platform Solutions Cases Received		117,867		107,182		10.0	%		227,859		198,794		14.6	%

Overall case volumes were 10.0% and 14.6% higher in the three and six months ended June 30, 2022, respectively, compared with the 2021 periods due to an increase in our Networks service line and the recent acquisition in our Subrogation service line. Excluding acquisition-related subrogation cases, the increase in cases received was 1.7% in the second quarter and 3.8% for the six months ended June 30, 2022. 15,500 cases, or 14.5% of the second quarter increase, and 26,400 cases, or 13.3% of the year-to-date increase, was due to an increase in high-frequency, low-severity cases received in our WeGoLook service line. The decrease in cases in the Contractor Connection service line was due to the absence of weather related cases that were present in the 2021 periods.

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 67.9% in the 2022 quarter compared with 59.7% in the 2021 quarter. For the six months ended June 30, 2022, direct compensation, fringe benefits, and non-employee labor expenses were 66.6%, compared with 61.8% in 2021. The dollar amount of these expenses was $36.5 million for the 2022 second quarter and $26.3 million in the 2021 quarter, and were $68.3 million for the six months ended June 30, 2022 compared to $49.6 million in 2021. The increase in costs was due to the higher revenues in the current year and increased employees to support client growth in our Networks Service line, and the Praxis acquisition. The increase as a percentage of revenues before reimbursements in the current year was due to the change in product mix and higher compensation expense to support the new client growth. There was an average of 1,214 full-time equivalent employees in the Platform Solutions segment in the 2022 six month period, compared with an average of 880 for the comparable 2021 period, including 100 from the Praxis Consulting acquisition.

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

Expenses other than reimbursements, direct compensation, fringe benefits, and non-employee labor were 23.6% of Platform Solutions revenues before reimbursements for the three months ended June 30, 2022 compared with 19.7% for the comparable period in 2021. The dollar amount of these expenses increased to $12.7 million in the 2022 second quarter as compared with $8.7 million in the 2021 period. The increase in the expense is due to the increased revenues and the recent acquisition. The increase as a percent of revenues before reimbursements in 2022 is due to technology investments and an increase in travel and entertainment expenses. For the six months ended June 30, 2022, expenses other than reimbursements, direct compensation, fringe benefits, and non-employee labor were $21.7 million, compared with $17.5 million for the 2021 period. As a percentage of revenues before reimbursements, expenses other than direct compensation, fringe benefits, and non-employee labor expenses were 21.1% for the six months ended June 30, 2022, compared with 21.9% for the 2021 period. The increase in overall expenses was due to the increased revenues and the recent acquisition. The decrease in the expense as a percent of revenues before reimbursements in 2022 is because the increase in revenues is higher than the increase in expenses in the year-to-date period.

EXPENSES AND CREDITS EXCLUDED FROM SEGMENT OPERATING EARNINGS

Income Taxes

Our consolidated effective income tax rate may change periodically due to changes in enacted tax rates, fluctuations in the mix of income earned from our various domestic and international operations, which are subject to income taxes at different rates, our ability to utilize net operating loss and tax credit carryforwards, and amounts related to uncertain income tax positions. We estimate that our effective income tax rate for 2022 will be approximately 30% to 32% after considering known discrete items as of June 30, 2022.

The provision for income taxes on consolidated income before income tax totaled $2.8 million and $3.6 million for the three months ended June 30, 2022 and 2021, respectively. The overall effective tax rate increased to 32.2% for the three months ended June 30, 2022 compared with 23.3% for the 2021 period primarily due to current year losses in certain international operations and a non-recurring discrete tax benefit in 2021.

The provision for income taxes on consolidated income before income tax totaled $5.2 million and $6.1 million for the six months ended June 30, 2022 and 2021, respectively. The overall effective tax rate increased to 32.1% for the six months ended June 30, 2022 compared with 25.4% for the 2021 period primarily due to current year losses in certain international operations and a non-recurring discrete tax benefit in 2021.

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 $2.1 million and $1.5 million for the three months ended June 30, 2022 and 2021, respectively. Interest income was $0.3 million for each of the three months ended June 30, 2022 and 2021. Corporate interest expense totaled $3.7 million and $3.1 million for the six months ended June 30, 2022 and 2021, respectively. Interest income was $0.3 million and $0.1 million for the six months ended June 30, 2022 and 2021, respectively.

Stock Option Expense

Stock option expense, a component of stock-based compensation, is comprised of non-cash expenses related to stock options granted under our various stock option and employee stock purchase plans. Stock option expense is not allocated to our operating segments. Stock option expense totaled $0.1 million and $0.3 million for the three months ended June 30, 2022 and 2021, respectively. Stock option expense totaled $0.3 million and $0.4 million for the six months ended June 30, 2022 and 2021, 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 $2.1 million and $2.8 million for the three months ended June 30, 2022 and 2021, respectively. Amortization expense associated with these intangible assets totaled $3.8 million for the six months ended June 30, 2022 and $5.5 million for the 2021 period. The decrease in 2022 is due to the amortization period of a significant intangible asset ended in the fourth quarter of 2021. This amortization expense is included in "Selling, general, and administrative expenses" in our unaudited Condensed Consolidated Statements of Operations.

Unallocated Corporate and Shared Costs, Net

Certain unallocated corporate and shared costs are excluded from the determination of segment operating earnings. For the three and six months ended June 30, 2022 and 2021, unallocated corporate and shared costs and credits represented costs of our frozen U.S. defined benefit pension plan, expenses for our chief executive officer and our Board of Directors, certain adjustments to our self-insured liabilities, certain unallocated legal costs and professional fees, and certain adjustments and recoveries to our allowances for estimated credit losses.

Unallocated corporate and shared costs were $1.4 million and $1.2 million for the three months ended June 30, 2022 and 2021, respectively. The increase in the 2022 second quarter was due to the absence of a $1.2 million CEWS benefit which was present in 2021, partially offset by a decrease in other unallocated costs. For the six months ended June 30, 2022 and 2021, unallocated corporate and shared costs were $3.8 million and $2.7 million, respectively. The increase for the year-to-date period is primarily due to the absence of a $2.2 million CEWS benefit which was present in 2021, and an increase in other unallocated costs, partially offset by a $1.8 million gain on sale of our Canadian head office building in Kitchener, Ontario.

Contingent Earnout Adjustments

Contingent earnout expense represents the fair value adjustment of earnout liabilities arising from recent acquisitions. These expenses totaled $0.3 million and $2.4 million in the 2022 second quarter and year-to-date periods. The fair value adjustment is based on favorable changes to projections of acquired entities over the respective earnout periods, which span multiple years.

LIQUIDITY, CAPITAL RESOURCES, AND FINANCIAL CONDITION

At June 30, 2022, our working capital balance (current assets less current liabilities) was approximately $64.9 million, an increase of $22.8 million from the working capital balance at December 31, 2021. Our cash and cash equivalents were $46.3 million at June 30, 2022, compared with $53.2 million at December 31, 2021.

Cash and cash equivalents as of June 30, 2022 consisted of $23.7 million held in the U.S. and $22.6 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. During 2020 and 2021, the Company changed its permanent reinvestment assertion on a portion of prior year undistributed earnings for certain foreign operations and accrued deferred taxes attributable to these earnings. The remaining historical earnings and future foreign earnings are expected to remain permanently reinvested and will be used to provide working capital for these operations, fund defined benefit pension plan obligations, repay non-U.S. debt, fund capital improvements, and fund future acquisitions.

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

Cash Used in/Provided by Operating Activities

Cash used in operating activities was $12.8 million for the six months ended June 30, 2022, compared with $10.5 million provided by operating activities in the comparable period of 2021. The decrease in cash provided by operating activities was primarily due to a $20.5 million year over year increase in the change in unbilled receivables, primarily resulting from the flooding in Australia, increased incentive compensation payments of $6.4 million in 2022 compared to 2021, and $2.0 million of prior year benefits received related to CEWS that were not present in 2022, partially offset by a $4.6 million reduction in pension contributions.

Cash Used in Investing Activities

Cash used in investing activities was $38.6 million for the six months ended June 30, 2022, compared with $11.8 million used in the first six months of 2021. The increase in use for 2022 was primarily due to $20.9 million deferred payments related to the Praxis acquisition. Capital expenditures were $15.7 million in 2022 compared to $12.2 million in 2021.

Cash Provided by/Used in Financing Activities

Cash provided by financing activities was $46.1 million for the six months ended June 30, 2022, compared with a use of $0.4 million for the 2021 period. We paid $6.0 million in dividends in the six months ended June 30, 2022 compared with $6.4 million in the 2021 period. During the first six months of 2022, there was an increase of $80.9 million of net borrowing from our revolving credit facility, compared with a net increase during the first six months of 2021 of $11.0 million. Share repurchases totaled $26.7 million in the 2022 period, compared with $3.0 million for the first six months of 2021.

Other Matters Concerning Liquidity and Capital Resources

As a component of our credit facility, we maintain a letter of credit facility to satisfy certain contractual obligations. Including $8.8 million of undrawn letters of credit issued under the letter of credit facility, the available balance under our credit facility totaled $185.7 million at June 30, 2022. 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 $254.2 million as of June 30, 2022 compared with $175.0 million at December 31, 2021.

Our liquidity is defined as cash on hand and borrowing capacity under our Credit Facility with Bank of America (the "Credit Facility") based on our trailing twelve month EBITDA, as defined in our Credit Facility. At June 30, 2022, we had $46.3 million of cash on hand and, based on trailing twelve month EBITDA, additional borrowing capacity of $161.6 million, resulting in total liquidity of $207.9 million at June 30, 2022.

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 $17.9 million and overfunded by $30.3 million, respectively, at December 31, 2021, based on accumulated benefit obligations of $403.3 million and $281.8 million for the U.S. Qualified Plan and the U.K. plans, respectively.

For the six months ended June 30, 2022 the Company made no contributions to its U.S. defined benefit pension plan and $0.3 million to its U.K defined benefit pension plans, compared with $4.5 million in contributions to the U.S. plan and $0.4 million to the U.K. plans for the six months ended June 30, 2021. The Company does not expect to make any additional discretionary contributions to its U.S. defined benefit pension plan during the remainder of 2022. Anticipated funding for the other international plans is not significant.

Dividend Payments

Our Board of Directors makes dividend decisions from time to time based in part on an assessment of current and projected earnings and cash flows. During the six months ended June 30, 2022, we paid $6.0 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. The covenants in our existing credit facility limit dividend payments to shareholders.

Financial Condition

Other significant changes on our unaudited Condensed Consolidated Balance Sheet as of June 30, 2022, compared with our unaudited Condensed Consolidated Balance Sheet as of December 31, 2021 were as follows:

•

Unbilled revenues increased $27.6 million excluding foreign currency exchange impacts. This increase was primarily due to an increase in weather related activity in Australia, Europe and the U.K. in our International Operations segment.

•

Accounts payable and accrued liabilities decreased $9.4 million excluding foreign exchange impacts. The decrease is primarily due to increased payments for employee incentive compensation and accounts payable.

At June 30, 2022, 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, 2021, 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, 2021.

New Accounting Standards Adopted

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

Pending Adoption of New Accounting Standards

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

For a discussion of quantitative and qualitative disclosures about the Company's market risk, see Item 7A, "Quantitative and Qualitative Disclosures About Market Risk," of our Annual Report on Form 10-K for the year ended December 31, 2021. Our exposures to market risk have not changed materially since December 31, 2021.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management necessarily applies its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding management's control objectives. The Company's management, including the Chief Executive Officer and the Chief Financial Officer, does not expect that our disclosure controls and procedures can prevent all possible errors or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. There are inherent limitations in all control systems, including the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of one or more persons. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and, while our disclosure controls and procedures are designed to be effective under circumstances where they should reasonably be expected to operate effectively, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in any control system, misstatements due to possible errors or fraud may occur and not be detected.

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

Changes in Internal Control over Financial Reporting

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

PART II — OTHER INFORMATION

Item 1A. Risk Factors

In addition to the other information set forth in this report, the factors discussed in Part I, "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2021 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. 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. Since December 31, 2021, the Company has purchased 3,619,946 shares pursuant to the 2021 Repurchase Authorization. As of June 30, 2022 the Company was authorized to repurchase 1,793,371 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 March 31, 2022		2,217,958				2,217,958		3,195,359
April 1, 2022 - April 30, 2022
CRD-A		719,506	$	7.57		719,506
CRD-B		23,865	$	7.61		23,865
Totals of April 30, 2022								2,451,988
May 1, 2022 - May 31, 2022
CRD-A		272,099	$	7.74		272,099
CRD-B		134,643	$	7.26		134,643
Totals of May 31, 2022								2,045,246
June 1, 2022 - June 30, 2022
CRD-A		166,785	$	7.89		166,785
CRD-B		85,090	$	7.40		85,090
Totals as of June 30, 2022		3,619,946				3,619,946		1,793,371

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:	August 8, 2022	/s/ Rohit Verma
		Rohit Verma
		Chief Executive Officer
		(Principal Executive Officer)

Date:	August 8, 2022	/s/ W. Bruce Swain
		W. Bruce Swain
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer)