Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 01, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | CRAWFORD & CO | |
Entity Central Index Key | 0000025475 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity File Number | 1-10356 | |
Entity Incorporation, State or Country Code | GA | |
Entity Address, Address Line One | 5335 Triangle Parkway | |
Entity Address, City or Town | Peachtree Corners | |
Entity Address, State or Province | GA | |
Entity Address, Postal Zip Code | 30092 | |
Entity Tax Identification Number | 58-0506554 | |
City Area Code | 404 | |
Local Phone Number | 300-1000 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Class A Non-Voting | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 30,619,912 | |
Title of 12(b) Security | Class A Common Stock — $1.00 Par Value | |
Trading Symbol | CRD-A | |
Security Exchange Name | NYSE | |
Class B Voting | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 22,398,645 | |
Title of 12(b) Security | Class B Common Stock — $1.00 Par Value | |
Trading Symbol | CRD-B | |
Security Exchange Name | NYSE |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations Unaudited - USD ($) shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenues: | ||||
Revenues | $ 297,562,000 | $ 261,669,000 | $ 836,262,000 | $ 750,590,000 |
Costs and Expenses: | ||||
Cost of services | 220,079,000 | 185,606,000 | 616,499,000 | 543,782,000 |
Selling, general, and administrative expenses | 60,759,000 | 52,065,000 | 178,120,000 | 163,327,000 |
Corporate interest expense, net of interest income | 1,648,000 | 1,599,000 | 4,443,000 | 6,275,000 |
Gain on disposition of businesses, net | 0 | (14,104,000) | 0 | 13,763,000 |
Goodwill impairment | 0 | 17,674,000 | ||
Restructuring costs | 0 | 5,714,000 | ||
Total Costs and Expenses | 282,486,000 | 225,166,000 | 799,062,000 | 723,009,000 |
Other Income (Expense), net | 902,000 | (65,000) | 2,676,000 | (355,000) |
Income Before Income Taxes | 15,978,000 | 36,438,000 | 39,876,000 | 27,226,000 |
Provision for Income Taxes | 4,866,000 | 11,729,000 | 10,927,000 | 9,554,000 |
Net Income | 11,112,000 | 24,709,000 | 28,949,000 | 17,672,000 |
Net Loss (Income) Attributable to Noncontrolling Interests and Redeemable Noncontrolling Interests | 83,000 | (312,000) | 90,000 | 1,224,000 |
Net Income (Loss) Attributable to Shareholders of Crawford & Company | $ 11,195,000 | $ 24,397,000 | $ 29,039,000 | $ 18,896,000 |
Class A Non-Voting | ||||
Earnings Per Share - Basic: | ||||
Earnings per share - basic | $ 0.21 | $ 0.46 | $ 0.55 | $ 0.36 |
Earnings Per Share - Diluted: | ||||
Earnings per share - diluted | $ 0.20 | $ 0.46 | $ 0.53 | $ 0.36 |
Weighted-Average Shares Used to Compute Basic Earnings Per Share: | ||||
Weighted-average common shares outstanding, basic | 30,711 | 30,643 | 30,786 | 30,575 |
Weighted-Average Shares Used to Compute Diluted Earnings Per Share: | ||||
Weighted-average common shares outstanding, diluted | 31,954 | 30,937 | 31,916 | 30,810 |
Class B Voting | ||||
Earnings Per Share - Basic: | ||||
Earnings per share - basic | $ 0.21 | $ 0.46 | $ 0.55 | $ 0.34 |
Earnings Per Share - Diluted: | ||||
Earnings per share - diluted | $ 0.21 | $ 0.46 | $ 0.54 | $ 0.34 |
Weighted-Average Shares Used to Compute Basic Earnings Per Share: | ||||
Weighted-average common shares outstanding, basic | 22,407 | 22,510 | 22,438 | 22,533 |
Weighted-Average Shares Used to Compute Diluted Earnings Per Share: | ||||
Weighted-average common shares outstanding, diluted | 22,407 | 22,510 | 22,438 | 22,533 |
Service | ||||
Revenues: | ||||
Revenues | $ 288,500,000 | $ 253,124,000 | $ 809,138,000 | $ 725,071,000 |
Costs and Expenses: | ||||
Cost of services | 211,017,000 | 177,061,000 | 589,375,000 | 518,263,000 |
Reimbursements | ||||
Revenues: | ||||
Revenues | 9,062,000 | 8,545,000 | 27,124,000 | 25,519,000 |
Costs and Expenses: | ||||
Cost of services | $ 9,062,000 | $ 8,545,000 | $ 27,124,000 | $ 25,519,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations Unaudited (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Interest income | $ 0 | $ 98 | $ 319 | $ 131 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Loss) Unaudited - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 11,112 | $ 24,709 | $ 28,949 | $ 17,672 |
Other Comprehensive (Loss) Income: | ||||
Net foreign currency translation (loss) gain, net of tax of $0, $0, $0 and $0, respectively | (5,529) | 11,845 | 7,279 | 5,152 |
Amortization of actuarial losses for retirement plans included in net periodic pension cost, net of tax of $657, $676, $1,987, and $1,977 respectively | 1,908 | 2,036 | 5,737 | 5,849 |
Other Comprehensive (Loss) Income | (3,621) | 13,881 | 13,016 | 11,001 |
Comprehensive Income | 7,491 | 38,590 | 41,965 | 28,673 |
Comprehensive loss attributable to noncontrolling interests and redeemable noncontrolling interests | 282 | (247) | 273 | 1,665 |
Comprehensive Income Attributable to Shareholders of Crawford & Company | $ 7,773 | $ 38,343 | $ 42,238 | $ 30,338 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Comprehensive Income (Loss) Unaudited (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
OCI, Tax on foreign currency translation gains (losses) | $ 0 | $ 0 | $ 0 | $ 0 |
OCI, Tax on amortization of actuarial losses on retirement plans included in net periodic pension cost | $ (657) | $ (676) | $ (1,987) | $ (1,977) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets Unaudited - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | [1] |
Current Assets: | |||
Cash and cash equivalents | $ 36,929 | $ 44,656 | |
Accounts receivable, less allowance for expected credit losses of $9,114 and $9,464, respectively | 136,729 | 123,060 | |
Unbilled revenues, at estimated billable amounts | 127,510 | 103,528 | |
Income taxes receivable | 2,311 | 1,269 | |
Prepaid expenses and other current assets | 37,002 | 29,490 | |
Total Current Assets | 340,481 | 302,003 | |
Net Property and Equipment | 34,015 | 36,402 | |
Other Assets: | |||
Operating lease right-of-use assets, net | 100,895 | 109,315 | |
Goodwill | 85,696 | 66,537 | |
Intangible assets arising from business acquisitions, net | 75,613 | 71,176 | |
Capitalized software costs, net | 73,418 | 71,021 | |
Deferred income tax assets | 25,003 | 25,595 | |
Other noncurrent assets | 71,375 | 70,935 | |
Total Other Assets | 432,000 | 414,579 | |
TOTAL ASSETS | 806,496 | 752,984 | |
Current Liabilities: | |||
Short-term borrowings | 1,582 | 1,837 | |
Accounts payable | 38,658 | 41,544 | |
Accrued compensation and related costs | 93,334 | 81,848 | |
Self-insured risks | 10,514 | 11,390 | |
Income taxes payable | 0 | 5,822 | |
Operating lease liability | 26,029 | 32,745 | |
Other accrued liabilities | 48,617 | 40,375 | |
Deferred revenues | 30,545 | 27,233 | |
Total Current Liabilities | 249,279 | 242,794 | |
Noncurrent Liabilities: | |||
Long-term debt and finance leases, less current installments | 139,028 | 111,758 | |
Operating lease liability | 89,324 | 93,228 | |
Deferred revenues | 24,035 | 24,136 | |
Accrued pension liabilities | 36,884 | 53,886 | |
Other noncurrent liabilities | 48,239 | 40,254 | |
Total Noncurrent Liabilities | 337,510 | 323,262 | |
Shareholders' Investment: | |||
Additional paid-in capital | 73,768 | 67,193 | |
Retained earnings | 279,273 | 265,245 | |
Accumulated other comprehensive loss | (185,657) | (198,856) | |
Shareholders' Investment Attributable to Shareholders of Crawford & Company | 220,396 | 186,939 | |
Noncontrolling interests | (689) | (11) | |
Total Shareholders' Investment | 219,707 | 186,928 | |
TOTAL LIABILITIES AND SHAREHOLDERS' INVESTMENT | 806,496 | 752,984 | |
Class A Non-Voting | |||
Shareholders' Investment: | |||
Common stock outstanding, value | 30,613 | 30,847 | |
Class B Voting | |||
Shareholders' Investment: | |||
Common stock outstanding, value | $ 22,399 | $ 22,510 | |
[1] | Derived from the audited Consolidated Balance Sheet |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets Unaudited (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Allowance for doubtful accounts | $ 9,114 | $ 9,464 |
Class A Non-Voting | ||
Shareholders' Investment: | ||
Par or stated value per share (USD per share) | $ 1 | $ 1 |
Shares authorized (shares) | 50,000 | 50,000 |
Shares issued (shares) | 30,613 | 30,847 |
Shares outstanding (shares) | 30,613 | 30,847 |
Class B Voting | ||
Shareholders' Investment: | ||
Par or stated value per share (USD per share) | $ 1 | $ 1 |
Shares authorized (shares) | 50,000 | 50,000 |
Shares issued (shares) | 22,399 | 22,510 |
Shares outstanding (shares) | 22,399 | 22,510 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows Unaudited - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash Flows From Operating Activities: | ||
Net income | $ 28,949,000 | $ 17,672,000 |
Reconciliation of net income to net cash provided by operating activities: | ||
Depreciation and amortization | 30,768,000 | 30,150,000 |
Goodwill impairment | 0 | 17,674,000 |
Gain on disposition of businesses, net | 0 | 13,763,000 |
Stock-based compensation | 5,564,000 | 2,732,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (7,352,000) | 485,000 |
Unbilled revenues, net | (18,990,000) | (9,223,000) |
Accrued or prepaid income taxes | (8,627,000) | 2,462,000 |
Accounts payable and accrued liabilities | 6,798,000 | 16,097,000 |
Deferred revenues | 2,130,000 | (1,491,000) |
Accrued retirement costs | (13,243,000) | (6,101,000) |
Prepaid expenses and other operating activities | (5,954,000) | 622,000 |
Net cash provided by operating activities | 20,043,000 | 57,316,000 |
Cash Flows From Investing Activities: | ||
Acquisitions of property and equipment | (5,251,000) | (10,850,000) |
Capitalization of computer software costs | (15,372,000) | (12,793,000) |
Proceeds from settlement of life insurance policies | 4,937,000 | 0 |
Payments for business acquisitions, net of cash acquired | (23,141,000) | 0 |
Cash proceeds from disposition of businesses, net of cash disposed | 0 | 19,273,000 |
Net cash used in investing activities | (38,827,000) | (4,370,000) |
Cash Flows From Financing Activities: | ||
Cash dividends paid | (9,577,000) | (6,986,000) |
Repurchases of common stock | (6,076,000) | (2,666,000) |
Increases in revolving credit facility borrowings | 58,449,000 | 76,876,000 |
Payments on revolving credit facility borrowings | (31,808,000) | (124,454,000) |
Payments of contingent consideration on acquisitions | (1,683,000) | 0 |
Other financing activities | 629,000 | (21,000) |
Net cash provided by (used in) financing activities | 9,934,000 | (57,251,000) |
Effects of exchange rate changes on cash and cash equivalents | 1,123,000 | 1,242,000 |
Decrease in cash and cash equivalents | (7,727,000) | (3,063,000) |
Cash and cash equivalents at beginning of year | 44,656,000 | 51,802,000 |
Cash and cash equivalents at end of period | $ 36,929,000 | $ 48,739,000 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Shareholders' Investment Unaudited - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Beginning balance | $ 215,554 | $ 202,558 | $ 186,928 | [1] | $ 149,620 | $ 143,801 | $ 162,567 | $ 186,928 | [1] | $ 162,567 |
Net income (loss) | 11,112 | 11,803 | 6,034 | 24,709 | 6,379 | (11,279) | ||||
Other comprehensive income (loss) | (3,621) | 4,061 | 12,576 | 13,881 | (1,336) | (1,544) | 13,016 | 11,001 | ||
Cash dividends paid | (3,183) | (3,196) | (3,198) | (2,323) | (1,591) | (3,268) | ||||
Stock-based compensation | 2,001 | 1,954 | 1,609 | 734 | 1,118 | 880 | ||||
Repurchases of common stock | (3,077) | (1,809) | (1,190) | (2,666) | ||||||
Shares issued in connection with stock-based compensation plans, net | 1,119 | 289 | 6 | 801 | 10 | |||||
Decrease in value of noncontrolling interest due to acquisitions | (106) | (5,136) | 1,249 | (292) | ||||||
Dividends paid to noncontrolling interests | (198) | (207) | ||||||||
Ending balance | 219,707 | 215,554 | 202,558 | 182,286 | 149,620 | 143,801 | 219,707 | 182,286 | ||
Adoption of Topic 326 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Beginning balance | (607) | |||||||||
Ending balance | $ (607) | |||||||||
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201613Member | |||||||||
Common Stock | Class A Non-Voting | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Beginning balance | 30,723 | 30,850 | 30,847 | 30,523 | 30,519 | $ 30,610 | 30,847 | 30,610 | ||
Repurchases of common stock | (275) | (166) | (90) | (155) | ||||||
Shares issued in connection with stock-based compensation plans, net | 165 | 39 | 93 | 122 | 4 | 64 | ||||
Ending balance | 30,613 | 30,723 | 30,850 | 30,645 | 30,523 | 30,519 | 30,613 | 30,645 | ||
Common Stock | Class B Voting | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Beginning balance | 22,429 | 22,451 | 22,510 | 22,510 | 22,510 | 22,671 | 22,510 | 22,671 | ||
Repurchases of common stock | (30) | (22) | (59) | (161) | ||||||
Ending balance | 22,399 | 22,429 | 22,451 | 22,510 | 22,510 | 22,510 | 22,399 | 22,510 | ||
Additional Paid-In Capital | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Beginning balance | 70,813 | 68,715 | 67,193 | 65,063 | 63,949 | 63,392 | 67,193 | 63,392 | ||
Stock-based compensation | 2,001 | 1,954 | 1,609 | 734 | 1,118 | 880 | ||||
Repurchases of common stock | 0 | 0 | ||||||||
Shares issued in connection with stock-based compensation plans, net | 954 | 250 | (87) | 679 | (4) | (54) | ||||
Decrease in value of noncontrolling interest due to acquisitions | (106) | (137) | (269) | |||||||
Ending balance | 73,768 | 70,813 | 68,715 | 66,339 | 65,063 | 63,949 | 73,768 | 66,339 | ||
Retained Earnings | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Beginning balance | 274,033 | 267,070 | 265,245 | 236,234 | 231,927 | 249,551 | 265,245 | 249,551 | ||
Net income (loss) | 11,195 | 11,780 | 6,064 | 24,397 | 5,898 | (11,399) | ||||
Cash dividends paid | (3,183) | (3,196) | (3,198) | (2,127) | (1,591) | (3,268) | ||||
Stock-based compensation | 0 | 0 | 0 | |||||||
Repurchases of common stock | (2,772) | (1,621) | (1,041) | (2,350) | ||||||
Ending balance | 279,273 | 274,033 | 267,070 | 258,504 | 236,234 | 231,927 | 279,273 | 258,504 | ||
Retained Earnings | Adoption of Topic 326 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Beginning balance | (607) | |||||||||
Ending balance | (607) | |||||||||
AOCL attributable to shareholders of Crawford & Company | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Beginning balance | (182,235) | (186,266) | (198,856) | (208,835) | (207,876) | (206,907) | (198,856) | (206,907) | ||
Other comprehensive income (loss) | (3,422) | 4,031 | 12,590 | 13,946 | (959) | (1,545) | ||||
Decrease in value of noncontrolling interest due to acquisitions | (113) | 576 | ||||||||
Ending balance | (185,657) | (182,235) | (186,266) | (195,002) | (208,835) | (207,876) | (185,657) | (195,002) | ||
Shareholders' Investment Attributable to Shareholders of Crawford & Company | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Beginning balance | 215,763 | 202,820 | 186,939 | 145,495 | 141,029 | 159,317 | 186,939 | 159,317 | ||
Net income (loss) | 11,195 | 11,780 | 6,064 | 24,397 | 5,898 | (11,399) | ||||
Other comprehensive income (loss) | (3,422) | 4,031 | 12,590 | 13,946 | (959) | (1,545) | ||||
Cash dividends paid | (3,183) | (3,196) | (3,198) | (2,127) | (1,591) | (3,268) | ||||
Stock-based compensation | 2,001 | 1,954 | 1,609 | 734 | 1,118 | 880 | ||||
Repurchases of common stock | (3,077) | (1,809) | (1,190) | (2,666) | ||||||
Shares issued in connection with stock-based compensation plans, net | 1,119 | 289 | 6 | 801 | 10 | |||||
Decrease in value of noncontrolling interest due to acquisitions | (106) | (250) | 307 | |||||||
Ending balance | 220,396 | 215,763 | 202,820 | 182,996 | 145,495 | 141,029 | 220,396 | 182,996 | ||
Shareholders' Investment Attributable to Shareholders of Crawford & Company | Adoption of Topic 326 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Beginning balance | (607) | |||||||||
Ending balance | (607) | |||||||||
Noncontrolling Interests | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Beginning balance | (209) | (262) | (11) | 4,125 | 2,772 | 3,250 | (11) | 3,250 | ||
Net income (loss) | (83) | 23 | (30) | 312 | 481 | 120 | ||||
Other comprehensive income (loss) | (199) | 30 | (14) | (65) | (377) | 1 | ||||
Cash dividends paid | (196) | |||||||||
Decrease in value of noncontrolling interest due to acquisitions | (4,886) | 1,249 | (599) | |||||||
Dividends paid to noncontrolling interests | (198) | (207) | ||||||||
Ending balance | $ (689) | $ (209) | $ (262) | $ (710) | $ 4,125 | $ 2,772 | $ (689) | $ (710) | ||
[1] | Derived from the audited Consolidated Balance Sheet |
Condensed Consolidated Statem_7
Condensed Consolidated Statements of Shareholders' Investment Unaudited (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | |
Class of Stock [Line Items] | ||||||
Net loss (income) attributable to redeemable noncontrolling interest | $ 0 | $ 257 | $ 1,880 | |||
Class A Non-Voting | ||||||
Class of Stock [Line Items] | ||||||
Cash dividends paid (in dollars per share) | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.04 | $ 0.03 | $ 0.07 |
Class B Voting | ||||||
Class of Stock [Line Items] | ||||||
Cash dividends paid (in dollars per share) | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.04 | $ 0.03 | $ 0.05 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 1. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X promulgated by the United States Securities and Exchange Commission (the "SEC"). Accordingly, these unaudited condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. Due to the impact of weather activity and the continued economic uncertainty resulting from the COVID-19 pandemic, the Company's operating results for the three and nine months ended September 30, 2021 and financial position as of September 30, 2021 are not necessarily indicative of the results or financial position that may be expected for the year ending December 31, 2021 or for other future periods. The financial results from the Company's operations outside of the U.S., Canada, the Caribbean, and certain subsidiaries in the Philippines, are reported and consolidated on a two-month delayed basis (fiscal year-end of October 31) as permitted by GAAP in order to provide sufficient time for accumulation of their results. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments (consisting only of normal recurring accruals and adjustments) considered necessary for a fair presentation have been included. There have been no material changes to our significant accounting policies and estimates from those disclosed in the Company's financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2020 other than as disclosed herein. In January 2021, the Company has reorganized its global service line structure to consist of Crawford Loss Adjusting, Crawford TPA Solutions, and Crawford Platform Solutions. Certain prior period amounts among the Company’s reportable segments have been reclassified to conform to the current presentation. These reclassifications had no effect on the Company's reported consolidated results. Significant intercompany transactions have been eliminated in consolidation. The Condensed Consolidated Balance Sheet information presented herein as of December 31, 2020 has been derived from the audited consolidated financial statements as of that date, but does not include all of the information and footnotes required by GAAP for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020. The Company consolidates the liabilities of its deferred compensation plan and the related assets, which are held in a rabbi trust and also considered a variable interest entity ("VIE") of the Company. The rabbi trust was created to fund the liabilities of the Company's deferred compensation plan. The Company is considered the primary beneficiary of the rabbi trust because the Company directs the activities of the trust and can use the assets of the trust to satisfy the liabilities of the Company's deferred compensation plan. At September 30, 2021 and December 31, 2020 , the liabilities of the deferred compensation plan were $ 7,087,000 and $ 7,961,000 , respectively, which represented obligations of the Company rather than of the rabbi trust, and the values of the assets held in the related rabbi trust were $ 11,542,000 and $ 16,323,000 , respectively. These liabilities and assets are included in "Other noncurrent liabilities" and "Other noncurrent assets," respectively, on the Company's unaudited Condensed Consolidated Balance Sheets. Noncontrolling interests represent the minority shareholders' share of the net income or loss and share holders' investment in consolidated subsidiaries. Noncontrolling interests are presented as a component of shareholders' investment in the unaudited Condensed Consolidated Balance Sheets and reflect the initial fair value of these investments by noncontrolling shareholders, along with their proportionate share of the income or loss of the subsidiaries, less any dividends or distributions. On March 27, 2020, the U.S. enacted the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The Company took advantage of certain aspects of the CARES Act such as the deferral of payroll tax deposits, which deferred the payment of 2020 payroll tax withholdings in the U.S., totaling $ 12,961,000 , to be paid in equal installments at the end of 2021 and 2022. The Canadian government enacted the Canada Emergency Wage Subsidy (“CEWS”) in 2020 to provide a wage subsidy to employers that suffered reductions in revenue resulting from the COVID-19 pandemic. The Company met the eligibility criteria to receive the wage subsidy in the first, second and third quarters of 2021, as well as the second, third and fourth quarters of 2020. The wage subsidy is included in "Costs of services provid ed, 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 $ 1,778,000 and $ 5,850,000 in the three months and nine months ended September 30, 2021, respectively, and $ 4,711,000 and $ 9,056,000 in the three months and nine months ended September 30, 2020, respectively. The Company will continue to evaluate the impact of government subsidies each period but only expects minimal subsidy after the third quarter. |
Recently Issued Accounting Stan
Recently Issued Accounting Standards | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Recently Issued Accounting Standards | 2. Recently Issued Accounting Standards Adoption of New Accounting Standards Compensation-Retirement Benefits: Changes to the Disclosure Requirements for Defined Benefit Plans In August 2018, the FASB issued ASU 2018-14, "Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20)." This update modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. This update removes certain disclosure requirements including, but not limited to, the amounts in accumulated other comprehensive income expected to be recognized as components of net periodic benefit cost over the next fiscal year and the amount and timing of plan assets expected to be returned to the employer. This update requires the disclosure of the weighted-average interest crediting rates for cash balance plans and other plans with promised interest crediting rates and an explanation of the reasons for significant gains and losses related to changes in the benefit obligation for the period. This update also clarifies requirements for entities that provide aggregate disclosures for two or more plans. The update is effective for annual periods beginning after December 15, 2020, and interim periods thereafter. Early adoption is permitted. The Company adopted this guidance on January 1, 2021 with no material impact on its disclosures related to its retirement plans. Simplifying the Accounting for Income Taxes In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” ASU 2019-12 amends ASC 740 to simplify the accounting for income taxes by removing certain exceptions for foreign equity investments, intraperiod allocations and interim calculations, and adding guidance to reduce complexity in the accounting standard under the FASB’s simplification initiative. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020. Upon adoption, the amendments in ASU 2019-12 should be applied on a prospective basis to all periods presented. The Company adopted this guidance on January 1, 2021 with no material impact on its results of operation, financial condition and cash flows. Pending Adoption of Recently Issued Accounting Standards There were no recently issued accounting standards that will have an impact to the Company. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | 3. Revenue Recognition Revenue from Contracts with Customers Revenues are recognized when control of the promised services is transferred to the Company's customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Revenues are recognized net of any sales, use or value added taxes collected from customers, which are subsequently remitted to governmental authorities. As the Company completes its performance obligations which are identified below, it has an unconditional right to consideration as outlined in the Company's contracts. Generally, the Company's accounts receivable are expected to be collected in less than two months , in accordance with the underlying payment terms. The Company's Crawford Loss Adjusting segment generates revenue for adjusting services provided to insurance companies and self-insured entities related to property and casualty losses caused by physical damage to commercial and residential real property and certain types of personal property. This segment also generates revenues for claims management services provided to insurance companies and self-insured entities related to large, complex losses with technical adjusting and industry experts servicing a broad range of industries. The Company charges on a fee-per-claim basis for each optional purchase of the claims management services exercised by its customer. Revenue is recognized over time as the performance obligations are satisfied through the effort expended to research, investigate, evaluate, document and report the claim and control of these services is transferred to the customer. Revenue is recognized based on the claim type for fixed fee claims applied utilizing a portfolio approach based on time elapsed for these claims. For claims billed on a time and expense incurred basis, which are considered variable consideration, the Company recognizes revenue at the amount in which it has the right to invoice for services performed. These methods of revenue recognition are the most accurate depiction of the transfer of the claims management services to the customer. Task assignment services are single optional purchase performance obligations which are generally satisfied at a point in time when the control of the service is transferred to the customer. Therefore, revenue is recognized when the customer receives the service requested. The following table presents Crawford Loss Adjusting revenues before reimbursements disaggregated by geography for the three and nine months ended September 30, 2021 and 2020: Three Months Ended Nine Months Ended (in thousands) September 30, September 30, September 30, September 30, U.S. $ 43,277 $ 34,438 $ 113,999 $ 95,973 U.K. 27,140 24,568 78,385 77,603 Australia 18,907 18,855 55,127 51,590 Canada 13,537 13,797 40,030 42,668 Europe 12,876 11,631 39,525 36,137 Rest of World 8,228 7,640 25,392 23,124 Total Crawford Loss Adjusting Revenues before Reimbursements $ 123,965 $ 110,929 $ 352,458 $ 327,095 The Company’s Crawford TPA Solutions segment is a third party administrator that generates revenue through its Claims Management and Medical Management service lines. The Claims Management service line includes Workers' Compensation, Liability, Property and Disability Claims Management. This service line also performs additional services such as Accident & Health claims programs, including Affinity type claims, and disability and leave management services. Each claim referred by the customer is considered an additional optional purchase of claims management services under the agreement with the customer. The transaction price is specified in the contract and is fixed for each service. Revenue is recognized over time as services are provided as the performance obligations are satisfied through the effort expended to research, investigate, evaluate, document, and report the claim and control of these services is transferred to the customer. Revenue is recognized based on historical claim closure rates and claim type applied utilizing a portfolio approach based on time elapsed for these claims as the Company believes this is the most accurate depiction of the transfer of the claims management services to its customer. This service line also provides Legal Services and Risk Management Information Services. For non-claim services, revenue is recognized over time as services are provided and control of these services is transferred to the customer. Revenue is recognized as time elapses as this is the most accurate depiction of the transfer of the service to the customer. The Company's obligation to manage claims under the Claims Management service line can range from less than one year , on a one- or two-year basis or for the lifetime of the claim. Under certain claims management agreements, the Company receives consideration from a customer at contract inception prior to transferring services to the customer, however, it would begin performing services immediately. The period between a customer’s payment of consideration and the completion of the promised services could be greater than one year. There is no difference between the amount of promised consideration and the cash selling price of the promised services. The fee is billed upfront by the Company in order to provide customers with simplified and predictable ways of purchasing its services and it is customary to invoice service fees when the claim is assigned. The Company considered whether a significant financing component exists and determined that there is not a significant financing component at the contract level. The Medical Management service line offers case managers who provide administration services by proactively managing medical treatment for claimants while facilitating an understanding of and participation in their rehabilitation process. Revenue for Medical Management services is recognized over time as the performance obligations are satisfied through the effort expended to manage the medical treatment for claimants and control of these services is transferred to the customer. Medical Management services are generally billed based on time incurred, are considered variable consideration, and revenue is recognized at the amount in which the Company has the right to invoice for services performed. This method of revenue recognition is the most accurate depiction of the transfer of the Medical Management service to the customer. Medical bill review services provide an analysis of medical charges for clients’ claims to identify opportunities for savings. Medical bill review services revenues are recognized over time as control of the service is transferred to the customer. Revenue is recognized based upon the transfer of the results of the medical bill review service to the customer as this is the most accurate depiction of the transfer of the service to the customer. The following tables present Crawford TPA Solutions revenues before reimbursements disaggregated by service line and geography for the three and nine months ended September 30, 2021 and 2020: Three Months Ended September 30, 2021 Three Months Ended September 30, 2020 (in thousands) Claims Medical Total Claims Medical Total U.S. $ 38,326 $ 37,478 $ 75,804 $ 35,133 $ 35,593 $ 70,726 U.K. 6,063 — 6,063 4,145 — 4,145 Canada 4,351 — 4,351 5,489 — 5,489 Europe and Rest of World 14,003 — 14,003 8,548 — 8,548 Total Crawford TPA Solutions Revenues before Reimbursements $ 62,743 $ 37,478 $ 100,221 $ 53,315 $ 35,593 $ 88,908 Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020 (in thousands) Claims Medical Total Claims Medical Total U.S. $ 114,028 $ 111,954 $ 225,982 $ 105,755 $ 112,237 $ 217,992 U.K. 16,512 — 16,512 12,385 — 12,385 Canada 14,163 — 14,163 17,521 — 17,521 Europe and Rest of World 42,183 — 42,183 27,675 — 27,675 Total Crawford TPA Solutions Revenues before Reimbursements $ 186,886 $ 111,954 $ 298,840 $ 163,336 $ 112,237 $ 275,573 The Company's Crawford Platform Solutions segment principally generates revenues through its Contractor Connection and Networks service lines. The Contractor Connection service line generates revenue through its independently managed contractor network. Contractor Connection primarily generates revenue by receiving a fee for each project that is sold by its network of contractors. Revenue is recognized at a point in time once the consumer accepts the contractor's proposal as Contractor Connection’s performance obligation of referring projects to its contractors has been completed and the Company is entitled to consideration at that time. The contractor takes control of the service upon the consumer’s acceptance of the contractor’s proposal. The Networks service line generates revenues for claims management services provided to insurance companies and self-insured entities related to property, casualty and catastrophic losses. Networks also generates revenue by providing on-demand inspection, verification and other task specific field services for businesses and consumers. Revenue is recognized over time as the performance obligations are satisfied through the effort expended to research, investigate, evaluate, document and report the claim and control of these services is transferred to the customer. Revenue is recognized based on the claim type for fixed fee claims, applied utilizing a portfolio approach based on time elapsed for these claims. For claims billed on a time and expense incurred basis, which are considered variable consideration, the Company recognizes revenue at the amount in which it has the right to invoice for services performed. These methods of revenue recognition are the most accurate depiction of the transfer of the claims management services to the customer. The following table presents Crawford Platform Solutions revenues before reimbursements disaggregated by service line and geography for the three and nine months ended September 30, 2021 and 2020: Three Months Ended September 30, 2021 Three Months Ended September 30, 2020 (in thousands) Contractor Network Business Total Contractor Network Business Total U.S. $ 18,591 $ 37,882 $ 56,473 $ 20,076 $ 27,480 $ 47,556 U.K. 2,561 — 2,561 1,338 16 1,354 Canada 1,960 1,190 3,150 1,786 1,194 2,980 Europe and Rest of World 509 1,621 2,130 342 1,055 1,397 Total Crawford Platform Solutions Revenues before Reimbursements $ 23,621 $ 40,693 $ 64,314 $ 23,542 $ 29,745 $ 53,287 Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020 (in thousands) Contractor Network Business Total Contractor Network Business Total U.S. $ 54,644 $ 82,045 $ 136,689 $ 53,271 $ 51,819 $ 105,090 U.K. 7,352 18 7,370 4,984 37 5,021 Canada 5,669 2,747 8,416 4,398 3,752 8,150 Europe and Rest of World 1,381 3,984 5,365 675 3,467 4,142 Total Crawford Platform Solutions Revenues before Reimbursements $ 69,046 $ 88,794 $ 157,840 $ 63,328 $ 59,075 $ 122,403 In the normal course of business, the Company's segments incur certain out-of-pocket expenses that are thereafter reimbursed by its customers. The Company controls the promised good or service before it is transferred to its customer, therefore it is a principal in the transaction. These out-of-pocket expenses and associated reimbursements are reported on a gross basis within expenses and revenues, respectively, in the Company's unaudited Condensed Consolidated Statements of Operations. Arrangements with Multiple Performance Obligations For claims management services, the Company typically has one performance obligation; however, it also provides the customer with an option to acquire additional services. The Company sells multiple lines of claims processing and different levels of processing depending on the complexity of the claims. The Company typically provides a menu of offerings from which the customer chooses to purchase at its option. The price of each service is separate and distinct and provides a separate and distinct value to the customer. Pricing is consistent for each service irrespective of the other services or quantities requested by the customer. For example, if the Company provides claims processing for both auto and general liability, those services are priced and delivered independently. Contract Balances The timing of revenue recognition, billings and cash collections result in billed accounts receivables, contract assets (reported as "Unbilled revenues at estimated billable amounts") and contract liabilities (reported as "Deferred revenues") on the Company’s unaudited Condensed Consolidated Balance Sheets. Unbilled revenues is a contract asset for revenue that has been recognized in advance of billing the customer, resulting from professional services delivered that the Company expects and is entitled to receive as consideration under certain contracts. Billing requirements vary by contract but substantially all unbilled revenues are billed within one year . When the Company receives consideration from a customer prior to transferring services to the customer under the terms of certain claims management agreements, it records deferred revenues on the Company’s unaudited Condensed Consolidated Balance Sheets, which represents a contract liability. These fixed-fee service agreements typically result from the Crawford TPA Solutions segment and require the Company to handle claims on either a one- or two-year basis, or for the lifetime of the claim. In cases where it handles a claim on a non-lifetime basis, the Company typically receives an additional fee on each anniversary date that the claim remains open. For service agreements where it provides services for the life of the claim, the Company is paid one upfront fee regardless of the duration of the claim. The Company recognizes deferred revenues as revenues as it performs services and transfers control of the services to the customer and satisfies the performance obligation which it determines utilizing a portfolio approach. The Company's deferred revenues for claims handled for one or two years are not as sensitive to changes in claim closing rates since the performance obligations are satisfied within a fixed length of time . Deferred revenues for lifetime claim handling are more sensitive to changes in claim closing rates since the Company is obligated to handle these claims to conclusion with no additional fees received for long-lived claims. For all fixed fee service agreements, revenues are recognized over the expected service periods by type of claim. Based upon its historical averages, the Company closes approximately 98 % of all cases referred to it under lifetime claim service agreements within five years from the date of referral. Also, within that five-year period, the percentage of cases remaining open in any one particular year has remained relatively consistent from period to period. Each quarter the Company evaluates its historical case closing rates by type of claim utilizing a portfolio approach and makes adjustments to deferred revenues as necessary. As a portfolio approach is utilized to recognize deferred revenues, any changes in estimates will impact the timing of revenue recognition and any changes in estimates are recognized in the period in which they are determined. The table below presents the deferred revenues balance as of January 1, 2021 and the significant activity affecting deferred revenues during the nine months ended September 30, 2021: (In Thousands) Customer Contract Liabilities Deferred Balance at January 1, 2021 $ 51,369 Quarterly additions 19,303 Revenue recognized from the prior periods ( 12,603 ) Revenue recognized from current quarter additions ( 4,551 ) Deferred revenue from acquisition 659 Balance as of March 31, 2021 $ 54,177 Quarterly additions 19,501 Revenue recognized from the prior periods ( 13,605 ) Revenue recognized from current quarter additions ( 4,639 ) Other adjustments ( 3,146 ) Balance as of June 30, 2021 $ 52,288 Quarterly additions 19,444 Revenue recognized from the prior periods ( 12,404 ) Revenue recognized from current quarter additions ( 4,748 ) Balance as of September 30, 2021 $ 54,580 Remaining Performance Obligations As of September 30, 2021, the Company had $ 94,399,000 of remaining performan ce obligations related to claims and non-claims services in which the price is fixed. Remaining performance obligations consist of deferred revenues as well as certain unbilled receivables that are considered contract assets. The Company expects to recognize approximately 70 % of our remaining performance obligations as revenues within one year and the remaining balance thereafter. Costs to Obtain a Contract The Company has a sales incentive compensation program where remuneration is based on the revenues recognized in the period. The remuneration does not represent an incremental cost to the Company that provides a future benefit expected to be longer than one year and would meet the criteria to be capitalized and presented as a contract asset on the Company's unaudited Condensed Consolidated Balance Sheets. Practical Expedients Elected As a practical expedient, the Company does not adjust the consideration in a contract for the effects of a significant financing component, when the period between a customer’s payment of consideration and the transfer of promised services to the customer is expected be one year or less at contract inception. For claims management services that are billed on a time and expense incurred or per unit basis, the Company recognizes revenue at the amount to which it has the right to invoice for services performed. The Company does not disclose the value of remaining performance obligations for (i) contracts for which it recognizes revenue at the amount to which it has the right to invoice for services performed, or (ii) contracts with variable consideration allocated entirely to a single performance obligation. |
Credit Losses
Credit Losses | 9 Months Ended |
Sep. 30, 2021 | |
Credit Loss [Abstract] | |
Credit Losses | 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. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 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 $ 4,866,000 and $ 11,729,000 for the three months ended September 30, 2021 and 2020, respectively. The provision for income taxes on consolidated income before income taxes totaled a provision of $ 10,927,000 and $ 9,554,000 for the nine months ended September 30, 2021 and 2020 . The overall effective tax rate decreased to 27.4 % for the nine months ended September 30, 2021 compared with 35.1 % for the 2020 period primarily due to the impact of the goodwill impairment and LWI disposition in the prior year. |
Defined Benefit Pension Plans
Defined Benefit Pension Plans | 9 Months Ended |
Sep. 30, 2021 | |
Retirement Benefits [Abstract] | |
Defined Benefit Pension Plans | 6. Defined Benefit Pension Plans Net periodic cost related to all of the Company's defined benefit pension plans recognized in the Company's unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2021 and 2020 included the following components: Three Months Ended Nine Months Ended (in thousands) September 30, September 30, September 30, September 30, Service cost $ 302 $ 315 $ 921 $ 946 Interest cost 2,858 4,092 8,533 12,330 Expected return on assets ( 6,348 ) ( 6,936 ) ( 18,968 ) ( 20,899 ) Amortization of actuarial loss 2,589 2,614 7,760 7,848 Net periodic (benefit) cost $ ( 599 ) $ 85 $ ( 1,754 ) $ 225 For the three months ended September 30, 2021 and 2020, the non-service components of net periodic pension benefit of $ ( 901,000 ) and $ ( 230,000 ) , respectively, are included in "Other Income (Expense), net" on the unaudited Condensed Consolidated Statement of Operations. For the nine months ended September 30, 2021 and 2020, the non-service components of net periodic pension benefit of $( 2,675,000 ) and $( 721,000 ) , respectively, are included in "Other Income (Expense), net" on the unaudited Condensed Consolidated Statement of Operations. For the nine months ended September 30, 2021, the Company made contribution of $ 9,000,000 to the U.S. defined benefit pension plan and $ 526,000 to the U.K. defined benefit pension plans, respectively, as compared with $ 3,000,000 to the U.S. defined benefit pension plan and $ 455,000 to the U.K. defined benefit pension plans during the nine months ended September 30, 2020 . |
Net Income Attributable to Shar
Net Income Attributable to Shareholders of Crawford & Company per Common Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Income Attributable to Shareholders of Crawford & Company per Common Share | 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. Since the second quarter of 2020, the Board of Directors has declared the same dividend on CRD-A and CRD-B. The computations of basic net income attributable to shareholders of Crawford & Company per common share were as follows: Three Months Ended Nine months ended September 30, September 30, September 30, September 30, (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 $ 4,632 $ 3,380 $ 12,839 $ 9,431 $ 11,257 $ 8,205 $ 6,857 $ 5,053 Dividends paid 1,839 1,344 1,226 901 5,539 4,038 4,281 2,705 Net income attributable to common shareholders, basic $ 6,471 $ 4,724 $ 14,065 $ 10,332 $ 16,796 $ 12,243 $ 11,138 $ 7,758 Denominator: Weighted-average common shares outstanding, basic 30,711 22,407 30,643 22,510 30,786 22,438 30,575 22,533 Earnings per share - basic $ 0.21 $ 0.21 $ 0.46 $ 0.46 $ 0.55 $ 0.55 $ 0.36 $ 0.34 The computations of diluted net income attributable to shareholders of Crawford & Company per common share were as follows: Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, (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 $ 4,710 $ 3,302 $ 12,891 $ 9,379 $ 11,428 $ 8,034 $ 6,879 $ 5,031 Dividends paid 1,839 1,344 1,226 901 5,539 4,038 4,281 2,705 Net income attributable to common shareholders, diluted $ 6,549 $ 4,646 $ 14,117 $ 10,280 $ 16,967 $ 12,072 $ 11,160 $ 7,736 Denominator: Weighted-average common shares outstanding, basic 30,711 22,407 30,643 22,510 30,786 22,438 30,575 22,533 Weighted-average effect of dilutive securities 1,243 — 294 — 1,130 — 235 — Weighted-average common shares outstanding, diluted 31,954 22,407 30,937 22,510 31,916 22,438 30,810 22,533 Earnings per share - diluted $ 0.20 $ 0.21 $ 0.46 $ 0.46 $ 0.53 $ 0.54 $ 0.36 $ 0.34 Listed below are the shares excluded from the denominator in the preceding computation of diluted earnings per share for CRD-A because their inclusion would have been antidilutive: Three Months Ended Nine Months Ended (in thousands) September 30, September 30, September 30, September 30, Shares underlying stock options excluded 352 2,014 706 2,014 Performance stock grants excluded because performance conditions have not been met (1) 396 1,335 318 1,197 (1) Compensation cost is recognized for these performance stock grants based on expected achievement rates; however, no consideration is given to these performance stock grants when calculating diluted earnings per share until the performance measurements have been achieved. The following table details shares issued during the three and nine months ended September 30, 2021 and 2020. These shares are included from their dates of issuance in the weighted-average common shares used to compute basic and diluted earnings per share for CRD-A in the table above. There were no shares of CRD-B issued during any of these periods. Three Months Ended Nine Months Ended (in thousands) September 30, September 30, September 30, September 30, CRD-A issued under the Non-Employee Director Stock Plan — 3 67 70 CRD-A issued under the U.K. ShareSave Scheme 5 1 70 2 CRD-A issued under the Employee Stock Purchase Plan 159 114 159 114 CRD-A issued under the International Plan — 4 — 4 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 September 30, 2021, there were no remaining shares authorized to repurchase under the 2019 Repurchase Authorization. During the three months ended September 30, 2021 , the Company repurchased 274,385 shares of CRD-A and 30,547 shares CRD-B at an average cost of $ 10.13 and $ 9.72 , respectively. During the three months ended September 30, 2020 , the Company did no t repurchase any shares of CRD-A or CRD-B. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 9 Months Ended |
Sep. 30, 2021 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated Other Comprehensive Loss | 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 $ 629,000 for the three months ended September 30, 2021, and $ 1,659,000 for the nine months ended September 30, 2021 . The changes in components of "Accumulated other comprehensive loss" ("AOCL"), net of taxes and noncontrolling interests, included in the Company's unaudited condensed consolidated financial statements were as follows: Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 (in thousands) Foreign Retirement (1) AOCL Foreign Retirement (1) AOCL Beginning balance ( 18,000 ) ( 164,235 ) ( 182,235 ) ( 30,792 ) ( 168,064 ) ( 198,856 ) Other comprehensive (loss) income before reclassifications ( 5,330 ) — ( 5,330 ) 7,462 — 7,462 Amounts reclassified from accumulated other comprehensive income to net income — 1,908 1,908 — 5,737 5,737 Net current period other comprehensive income ( 5,330 ) 1,908 ( 3,422 ) 7,462 5,737 13,199 Ending balance ( 23,330 ) ( 162,327 ) ( 185,657 ) ( 23,330 ) ( 162,327 ) ( 185,657 ) Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020 (in thousands) Foreign Retirement (1) AOCL Foreign Retirement (1) AOCL Beginning balance $ ( 41,591 ) $ ( 167,244 ) $ ( 208,835 ) $ ( 35,850 ) $ ( 171,057 ) $ ( 206,907 ) Other comprehensive income before reclassifications 11,910 — 11,910 5,593 — 5,593 Amounts reclassified from accumulated other comprehensive income to net income — 2,036 2,036 — 5,849 5,849 Net current period other comprehensive loss 11,910 2,036 13,946 5,593 5,849 11,442 (Disposition) Acquisition of noncontrolling interest ( 113 ) — ( 113 ) 463 — 463 Ending balance $ ( 29,794 ) $ ( 165,208 ) $ ( 195,002 ) $ ( 29,794 ) $ ( 165,208 ) $ ( 195,002 ) (1) Retirement liabilities reclassified to net income are related to the amortization of actuarial losses and are included in "Other Income (Expense), net" in the Company's unaudited Condensed Consolidated Statements of Operations. See Note 6, "Defined Benefit Pension Plans" for additional details. The other comprehensive loss amounts attributable to noncontrolling interests presented in the Company's unaudited Condensed Consolidated Statements of Shareholders' Investment are foreign currency translation adjustments. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 9. Fair Value Measurements The following table presents the Company's assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy: Fair Value Measurements at September 30, 2021 Significant Other Significant Quoted Prices in Observable Unobservable Active Markets Inputs Inputs (in thousands) Total (Level 1) (Level 2) (Level 3) Assets: Money market funds (1) $ 10,027 $ 10,027 $ — $ — Liabilities: Contingent earnout liability (2) 9,317 9,317 — — (1) The fair values of the money market funds were based on recently quoted market prices and reported transactions in an active marketplace. Money market funds are included in the Company's unaudited Condensed Consolidated Balance Sheets as "Cash and cash equivalents." (2) The contingent earnout liability relates to business acquisitions by the Crawford Loss Adjusting and Crawford TPA Solutions operating segments. The fair value of the contingent earnout liability was estimated based on management’s future expectations of the acquirees achieving the eligible revenue and adjusted EBITDA targets as set forth in the purchase agreements, which is Level 3 data. The maximum possible earnout remaining is $ 27,000,000 . The change in the contingent earnout liability is primarily due to a payment made during the three months ended June 30, 2021, and an acquisition during the three months ended September 30, 2021 . The fair value of the contingent earnout liability is included in "Other accrued liabilities" and "Other noncurrent liabilities" on the Company's unaudited Condensed Consolidated Balance Sheets, based upon the term of each contingent earnout agreement. Fair Value Disclosures There were no transfers of assets between fair value levels during the three and nine months ended September 30, 2021. The categorization of assets and liabilities within the fair value hierarchy and the measurement techniques are reviewed quarterly. Any transfers between levels are deemed to have occurred at the end of the quarter. The fair values of accounts receivable, unbilled revenues, accounts payable and short-term borrowings approximate their respective carrying values due to the short-term maturities of the instruments. The interest rate on the Company's variable rate long-term debt resets at least every 90 days ; therefore, the recorded value approximates fair value. These assets and liabilities are measured within Level 2 of the fair value hierarchy. Nonrecurring Fair Value Disclosures In June 2020, the Company sold its 51 % interest in Crawford Compliance Inc. in exchange for a note receivable which is measured at estimated fair value. During the first quarter of 2020, the Company identified a goodwill impairment indicator in its former Crawford Claims Solutions reporting unit as a result of lower operating results and the overall decline in market conditions as a result of the COVID-19 pandemic. As a result, the Company recognized a goodwill impairment of $ 17,674,000 . The Company performed a goodwill impairment assessment immediately before and after the January 1, 2021 change in operating segments, neither of which resulted in any additional impairment charges. The carrying value of the reporting unit, including goodwill, is compared with the estimated fair value of the reporting unit as determined utilizing a combination of the income and market approaches. The income approach, which is a level 3 fair value measurement, is based on projected debt-free cash flow which is discounted to the present value using discount factors that consider the timing and risk of the cash flows. The market approach is based on the Guideline Public Company Method, which uses market pricing metrics to select multiples to value the Company's reporting units. The resulting estimated fair values of the combined reporting units are reconciled to the Company's market capitalization including an estimated implied control premium. The Company believes that the combination of these approaches is appropriate because it provides a fair value estimate based upon the combination of the reporting unit's expected long-term operating cash flow performance and multiples with which similar publicly traded companies are valued. The Company weights the income and market approaches equally. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | 10. Segment Information Financial information for the three and nine months ended September 30, 2021 and 2020 related to the Company's reportable segments, including a reconciliation from segment operating earnings to income before income taxes, the most directly comparable GAAP financial measure, is presented below: Three Months Ended Nine Months Ended (in thousands) September 30, September 30, September 30, September 30, Revenues: Crawford Loss Adjusting $ 123,965 $ 110,929 $ 352,458 $ 327,095 Crawford TPA Solutions 100,221 88,908 298,840 275,573 Crawford Platform Solutions 64,314 53,287 157,840 122,403 Total segment revenues before reimbursements 288,500 253,124 809,138 725,071 Reimbursements 9,062 8,545 27,124 25,519 Total revenues $ 297,562 $ 261,669 $ 836,262 $ 750,590 Segment Operating Earnings Crawford Loss Adjusting $ 7,063 $ 14,139 $ 18,124 $ 24,854 Crawford TPA Solutions 5,034 4,288 14,465 13,708 Crawford Platform Solutions 10,968 10,655 25,937 20,939 Total segment operating earnings 23,065 29,082 58,526 59,501 (Deduct) Add: Unallocated corporate and shared costs, net ( 2,266 ) ( 1,027 ) ( 5,081 ) ( 6,189 ) Net corporate interest expense ( 1,648 ) ( 1,599 ) ( 4,443 ) ( 6,275 ) Stock option expense ( 296 ) ( 457 ) ( 700 ) ( 1,033 ) Amortization of customer-relationship intangible assets ( 2,877 ) ( 3,665 ) ( 8,426 ) ( 9,153 ) Goodwill impairment — — — ( 17,674 ) Restructuring costs — — — ( 5,714 ) Gain on disposition of business, net — 14,104 — 13,763 Income before income taxes $ 15,978 $ 36,438 $ 39,876 $ 27,226 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, goodwill impairment, restructuring costs, gain on disposition of business, income taxes, and net income or loss attributable to noncontrolling interests and redeemable noncontrolling interests. Segment operating earnings includes allocations of certain corporate and shared costs. If the Company changes its allocation methods or changes the types of costs that are allocated to its three operating segments, prior period amounts presented in the current period financial statements are adjusted to conform to the current allocation process. Intersegment transactions are not material for any period presented. As of January 1, 2021, the Company realigned its operating segment manager responsibilities and reorganized its global service line structure to consist of Crawford Loss Adjusting, Crawford TPA Solutions, and Crawford Platform Solutions. The Company's revised reportable segments are comprised of the following: Crawford Loss Adjusting, which services the global property and casualty market. This is comprised of the previously reported Crawford Claims Solutions segment, excluding both Networks (as defined below) and Crawford Legal Services, and including the Global Technical Services service line previously reported within Crawford Specialty Solutions. Crawford TPA Solutions, which provides third party administration for workers' compensation, auto and liability, disability absence management, medical management, and accident and health to corporations, brokers and insurers worldwide. This is comprised of the previously reported Crawford TPA Solutions segment and the Crawford Legal Services service line previously reported within the Crawford Claims Solutions segment. Crawford Platform Solutions, which consists of the Contractor Connection and Networks service lines and serves the global property and casualty insurance company markets. This is comprised of the previously reported Contractor Connection service line within Crawford Specialty Solutions and the Networks service line, which includes Catastrophe operations, WeGoLook, and certain international network businesses previously reported within the Crawford Claims Solutions segment. The Crawford Loss Adjusting and Crawford TPA Solutions reportable segments represent the aggregation of certain geographic operating segments within those service lines. Revenues before reimbursements by major service line in the Crawford TPA Solutions segment, which operates under the Broadspire brand globally, and the Crawford Platform Solutions segment are shown in the following table. The Company considers all Crawford Loss Adjusting revenues to be derived from one service line. Three Months Ended Nine Months Ended (in thousands) September 30, September 30, September 30, September 30, Crawford TPA Solutions Claims Management Services $ 62,743 $ 53,315 $ 186,886 $ 163,336 Medical Management Services 37,478 35,593 111,954 112,237 Total Revenues before Reimbursements--Crawford TPA Solutions $ 100,221 $ 88,908 $ 298,840 $ 275,573 Crawford Platform Solutions Contractor Connection $ 23,621 $ 23,542 $ 69,046 $ 63,328 Network Business 40,693 29,745 88,794 59,075 Total Revenues before Reimbursements--Crawford Platform Solutions $ 64,314 $ 53,287 $ 157,840 $ 122,403 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies As part of the Company's credit facility, the Company maintains a letter of credit facility to satisfy certain of its own contractual requirements. At September 30, 2021 , the aggregate committed amount of letters of credit outstanding under the credit facility was $ 11,277,000 . In the normal course of its business, the Company is sometimes named as a defendant or responsible party in suits or other actions by insureds or claimants contesting decisions made by the Company or its clients with respect to the settlement of claims. Additionally, certain clients of the Company have in the past brought, and may, in the future bring, claims for indemnification on the basis of alleged actions by the Company, its agents, or its employees in rendering services to clients. The majority of these claims are of the type covered by insurance maintained by the Company. However, the Company is responsible for the deductibles and self-insured retentions under various insurance coverages. In the opinion of Company management, adequate provisions have been made for such known and foreseeable risks. The Company is subject to numerous federal, state, and foreign labor, employment, worker health and safety, antitrust and competition, environmental and consumer protection, import/export, anti-corruption, and other laws. From time to time the Company faces claims and investigations by employees, former employees, and governmental entities under such laws or employment contracts with such employees or former employees. Such claims, investigations, and any litigation involving the Company could divert management's time and attention from the Company's business operations and could potentially result in substantial costs of defense, settlement or other disposition, which could have a material adverse effect on the Company's results of operations, financial position, and cash flows. In the opinion of Company management, adequate provisions have been made for any items that are probable and reasonably estimable. |
Restructuring Costs
Restructuring Costs | 9 Months Ended |
Sep. 30, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | 12. Restructuring Costs There were no restructuring costs for the three and nine months ended September 30, 2021, compared with $ 5,714,000 for the nine months ended September 30, 2020. The 2020 costs related primarily to severance and other termination costs in an effort to consolidate and streamline various functions of the Company’s workforce. The restructuring cost was comprised of $ 5,076,000 severance expense and related payroll taxes, and $ 638,000 asset impairment. As of September 30, 2021, the following liabilities remained on the Company's unaudited Condensed Consolidated Balance Sheets related to restructuring costs. The rollforward of these liabilities to September 30, 2021 were as follows: Three months ended September 30, 2021 (in thousands) Accrued Other accrued Total Beginning balance, June 30, 2021 $ 1,030 $ 340 $ 1,370 Additions — — — Adjustments to accruals 6 ( 20 ) ( 14 ) Cash payments ( 339 ) ( 148 ) ( 487 ) Ending balance, September 30, 2021 $ 697 $ 172 $ 869 Nine Months Ended September 30, 2021 (in thousands) Accrued Other accrued Total Beginning balance, December 31, 2020 $ 3,369 $ 590 $ 3,959 Additions — — — Adjustments to accruals ( 312 ) 13 ( 299 ) Cash payments ( 2,360 ) ( 431 ) ( 2,791 ) Ending balance, September 30, 2021 $ 697 $ 172 $ 869 |
Business Acquisitions and Dispo
Business Acquisitions and Dispositions | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Business Acquisitions and Dispositions | 13. Business Acquisitions and Dispositions Acquisition of HBA Group On November 1, 2020, the Company acquired 100 % of HBA Group in Australia, including 100% of the equity interest in each of HBA Group’s entities HBA Legal, Pillion and Paratus. HBA Legal is a legal services provider that will complement the Company’s Crawford TPA Solutions segment in Australia. The purchase price included an initial cash payment of $ 4,026,000 , net of working capital adjustment, and a maximum $ 3,200,000 payable in cash over the next four years based on achieving certain revenue and EBITDA performance goals as set forth in the purchase agreement. The acquisition was funded primarily through additional borrowings under the Company’s credit facility. The financial results of certain of the Company’s international subsidiaries, including HBA Group, are included in the Company’s consolidated financial statements on a two-month delayed basis. Accordingly, the acquisition of HBA was reported as of January 1, 2021. This acquisition was accounted for under the guidance of ASC 805-10, as a business combination under the acquisition method. As a result of the acquisition, the Company recognized net liabilities of ($ 880,000 ), definite-lived customer relationships of $ 1,574,000 , and goodwill of $ 5,645,000 . The customer relationships are amortized over an estimated life of 9 years . Goodwill is attributable to the assembled workforce acquired, and expected revenue and cost synergies as a result of the combination of the companies. The Company does not expect that goodwill attributable to the acquisition will be deductible for tax purposes. The 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 $ 2,400,000 . At September 30, 2021, 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, 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. There was no revision to the acquisition accounting during the three months ended September 30, 2021. The valuation of the assets acquired and liabilities assumed for HBA Group on the acquisition date as of September 30, 2021 is as follows: (in thousands) Opening Balance Sheet, Adjusted as of Assets Cash and cash equivalents $ 240 Accounts receivable, net 1,081 Unbilled revenue, at estimated billable amounts 598 Other current assets 87 Operating lease right-of-use assets, net 1,502 Property and equipment, net 118 Customer relationships 1,574 Goodwill 5,645 Total Assets 10,845 Liabilities Accounts payable 501 Accrued expenses 1,116 Deferred revenue 659 Deferred tax liability 472 Operating lease liability 1,502 Other liabilities 256 Total Liabilities 4,506 Net Assets Acquired $ 6,339 Acquisition of edjuster Inc. 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 $ 21,000,000 , net of working capital adjustments, and an earn-out potential up to $ 14,000,000 in cash 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. This acquisition was accounted for under the guidance of ASC 805-10, as a business combination under the acquisition method. As a result of the acquisition, the Company recognized net assets of $ 1,834,000 , goodwill of $ 9,670,000 , and intangible assets of $ 11,700,000 , including a tradename, a developed technology, customer relationships and non-compete agreements. 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 $ 2,400,000 . 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 accounts receivable, unbilled revenue, 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 preliminary valuation of the assets acquired and liabilities assumed for edjuster on acquisition date as of September 30, 2021 is as follows: (in thousands) Opening Balance Sheet, Assets Cash and cash equivalents $ 1,873 Accounts receivable, net 1,565 Unbilled revenue, at estimated billable amounts 1,531 Other current assets 166 Property and equipment, net 57 Operating lease right-of-use assets, net 418 Intangible assets 11,700 Goodwill 9,670 Other noncurrent assets 1,352 Total Assets 28,332 Liabilities Accounts payable 137 Deferred tax liability 2,732 Operating lease liability 418 Other liabilities 1,642 Total Liabilities 4,929 Net Assets Acquired $ 23,403 Disposition of Lloyd Warwick International On June 12, 2020, the Company sold its 51 % interest in Lloyd Warwick International (“LWI”) for cash proceeds of $ 19,600,000 and payment of $ 3,600,000 to settle intercompany indebtedness. In the third quarter, the Company recognized an additional $ 700,000 related to net working capital adjustments under the terms of the acquisition agreement which increased the purchase price to $ 20,300,000 . Due to the Company’s two-month reporting lag for reporting its international results, this transaction was recorded in the quarter ended September 30, 2020. The Company recognized a gain of $ 14,700,000 ($ 11,700,000 net of tax) on the disposition. The Company recognized an additional loss on the disposal of Crawford Compliance Inc. of $ 600,000 in the third quarter. Both of these disposals were in our then Crawford Specialty Solutions segment and resulted in a net gain of $ 0.21 per diluted share. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subsequent Events On October 1, 2021, the Company acquired 100 % of Praxis Consulting Inc. ("Praxis"), an established subrogation claims service provider in the U.S. This acquisition allows the Company to expand its footprint in the U.S. subrogation claims market. The purchase price includes an initial cash consideration of $ 25,500,000 , before working capital adjustment, a deferred payment of $ 20,000,000 in January 2022, and a maximum $ 10,000,000 payable over two one-year periods based on achieving certain revenue performance goals, as defined in the purchase agreement. On October 4, 2021, the Company acquired BosBoon Expertise Group B.V. ("Bosboon"), a Netherlands-based specialist loss adjusting company. The acquisition supports Crawford’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 Crawford Global Technical Services proposition in The Netherlands and internationally. The purchase price includes an initial cash consideration of $ 2,200,000 , before working capital adjustment, and a maximum of $ 1,860,000 payable over the next two years based on achieving certain financial and nonfinancial goals, as defined in the purchase agreement. Both of these acquisitions will be accounted for under the guidance of ASC 805-10, as a business combination under the acquisition method. Based upon the timing of this acquisition, the initial accounting for the acquisition is not yet complete as the Company gathers additional information related to the assets acquired and liabilities, including intangible assets, other assets, accrued liabilities, deferred taxes, and uncertain tax positions. The Company is in the process of obtaining third-party valuations of certain intangible assets. The preliminary application of acquisition accounting to the assets acquired, and liabilities assumed, as well as the results of operations of Praxis and BosBoon, will first be reflected in the Company's consolidated financial statements as of and for the quarter ending December 31, 2021. On November 4, 2021, the Company's Board of Directors, authorized the repurchase up to 2,000,000 shares of CRD-A or CRD-B (or a combination of the two) through December 31, 2023. Under the new repurchase program, repurchases may be made in the open market or privately negotiated transactions at such times and for such prices as management deems appropriate, subject to applicable regulatory guidelines. The 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. On November 5, 2021 , the Company, along with certain of our subsidiaries as co-borrowers, entered into a Credit Agreement with Bank of America, N.A. as Administrative Agent and lender, among other lenders party thereto. The Credit Agreement replaces our Amended and Restated Credit Agreement dated October 11, 2017. Proceeds from borrowings under the Credit Agreement were used to repay all amounts outstanding under the Prior Credit Agreement. Under the Credit Agreement, the lenders have agreed, subject to certain terms and conditions, to (i) provide to the Company a $ 450,000,000 multicurrency revolving credit facility maturing in November 2026, (ii) permit additional incremental borrowing capacity, subject to conditions stated therein, (iii) replace the existing fixed charge coverage ratio with an interest coverage ratio with a minimum of 2.50 to 1.00, and (iv) replace the existing leverage ratios with a single leverage ratio test of 4.50 to 1.00. For further discussion regarding the terms of this agreement, refer to "Other Items" included in Item 5 of our accompanying unaudited condensed consolidated financial statements of this Quarterly Report on Form 10-Q. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Accounting | The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X promulgated by the United States Securities and Exchange Commission (the "SEC"). Accordingly, these unaudited condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. Due to the impact of weather activity and the continued economic uncertainty resulting from the COVID-19 pandemic, the Company's operating results for the three and nine months ended September 30, 2021 and financial position as of September 30, 2021 are not necessarily indicative of the results or financial position that may be expected for the year ending December 31, 2021 or for other future periods. The financial results from the Company's operations outside of the U.S., Canada, the Caribbean, and certain subsidiaries in the Philippines, are reported and consolidated on a two-month delayed basis (fiscal year-end of October 31) as permitted by GAAP in order to provide sufficient time for accumulation of their results. |
Use of Estimates | The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments (consisting only of normal recurring accruals and adjustments) considered necessary for a fair presentation have been included. There have been no material changes to our significant accounting policies and estimates from those disclosed in the Company's financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2020 other than as disclosed herein. |
Reclassification | In January 2021, the Company has reorganized its global service line structure to consist of Crawford Loss Adjusting, Crawford TPA Solutions, and Crawford Platform Solutions. Certain prior period amounts among the Company’s reportable segments have been reclassified to conform to the current presentation. These reclassifications had no effect on the Company's reported consolidated results. Significant intercompany transactions have been eliminated in consolidation. |
Consolidation, Variable Interest Entity, Policy | 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. |
Consolidation Noncontrolling Interests | Noncontrolling interests represent the minority shareholders' share of the net income or loss and share holders' 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. |
CARES Act of 2020 | On March 27, 2020, the U.S. enacted the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The Company took advantage of certain aspects of the CARES Act such as the deferral of payroll tax deposits, which deferred the payment of 2020 payroll tax withholdings in the U.S., totaling $ 12,961,000 , to be paid in equal installments at the end of 2021 and 2022. |
Canada Emergency Wage Subsidy Program of 2020 | 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, as well as the second, third and fourth quarters of 2020. The wage subsidy is included in "Costs of services provid ed, 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 $ 1,778,000 and $ 5,850,000 in the three months and nine months ended September 30, 2021, respectively, and $ 4,711,000 and $ 9,056,000 in the three months and nine months ended September 30, 2020, respectively. The Company will continue to evaluate the impact of government subsidies each period but only expects minimal subsidy after the third quarter. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards Adoption of New Accounting Standards Compensation-Retirement Benefits: Changes to the Disclosure Requirements for Defined Benefit Plans In August 2018, the FASB issued ASU 2018-14, "Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20)." This update modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. This update removes certain disclosure requirements including, but not limited to, the amounts in accumulated other comprehensive income expected to be recognized as components of net periodic benefit cost over the next fiscal year and the amount and timing of plan assets expected to be returned to the employer. This update requires the disclosure of the weighted-average interest crediting rates for cash balance plans and other plans with promised interest crediting rates and an explanation of the reasons for significant gains and losses related to changes in the benefit obligation for the period. This update also clarifies requirements for entities that provide aggregate disclosures for two or more plans. The update is effective for annual periods beginning after December 15, 2020, and interim periods thereafter. Early adoption is permitted. The Company adopted this guidance on January 1, 2021 with no material impact on its disclosures related to its retirement plans. Simplifying the Accounting for Income Taxes In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” ASU 2019-12 amends ASC 740 to simplify the accounting for income taxes by removing certain exceptions for foreign equity investments, intraperiod allocations and interim calculations, and adding guidance to reduce complexity in the accounting standard under the FASB’s simplification initiative. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020. Upon adoption, the amendments in ASU 2019-12 should be applied on a prospective basis to all periods presented. The Company adopted this guidance on January 1, 2021 with no material impact on its results of operation, financial condition and cash flows. Pending Adoption of Recently Issued Accounting Standards There were no recently issued accounting standards that will have an impact to the Company. |
Earnings per Share | The Company computes earnings per share of its non-voting Class A Common Stock ("CRD-A") and voting Class B Common Stock ("CRD-B") using the two-class method, which allocates the undistributed earnings in each period to each class on a proportionate basis. The Company's Board of Directors has the right, but not the obligation, to declare higher dividends on the CRD-A shares than on the CRD-B shares, subject to certain limitations. In periods when the dividend is the same for CRD-A and CRD-B or when no dividends are declared or paid to either class, the two-class method generally will yield the same earnings per share for CRD-A and CRD-B. Since the second quarter of 2020, the Board of Directors has declared the same dividend on CRD-A and CRD-B. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table presents Crawford Loss Adjusting revenues before reimbursements disaggregated by geography for the three and nine months ended September 30, 2021 and 2020: Three Months Ended Nine Months Ended (in thousands) September 30, September 30, September 30, September 30, U.S. $ 43,277 $ 34,438 $ 113,999 $ 95,973 U.K. 27,140 24,568 78,385 77,603 Australia 18,907 18,855 55,127 51,590 Canada 13,537 13,797 40,030 42,668 Europe 12,876 11,631 39,525 36,137 Rest of World 8,228 7,640 25,392 23,124 Total Crawford Loss Adjusting Revenues before Reimbursements $ 123,965 $ 110,929 $ 352,458 $ 327,095 The following tables present Crawford TPA Solutions revenues before reimbursements disaggregated by service line and geography for the three and nine months ended September 30, 2021 and 2020: Three Months Ended September 30, 2021 Three Months Ended September 30, 2020 (in thousands) Claims Medical Total Claims Medical Total U.S. $ 38,326 $ 37,478 $ 75,804 $ 35,133 $ 35,593 $ 70,726 U.K. 6,063 — 6,063 4,145 — 4,145 Canada 4,351 — 4,351 5,489 — 5,489 Europe and Rest of World 14,003 — 14,003 8,548 — 8,548 Total Crawford TPA Solutions Revenues before Reimbursements $ 62,743 $ 37,478 $ 100,221 $ 53,315 $ 35,593 $ 88,908 Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020 (in thousands) Claims Medical Total Claims Medical Total U.S. $ 114,028 $ 111,954 $ 225,982 $ 105,755 $ 112,237 $ 217,992 U.K. 16,512 — 16,512 12,385 — 12,385 Canada 14,163 — 14,163 17,521 — 17,521 Europe and Rest of World 42,183 — 42,183 27,675 — 27,675 Total Crawford TPA Solutions Revenues before Reimbursements $ 186,886 $ 111,954 $ 298,840 $ 163,336 $ 112,237 $ 275,573 The following table presents Crawford Platform Solutions revenues before reimbursements disaggregated by service line and geography for the three and nine months ended September 30, 2021 and 2020: Three Months Ended September 30, 2021 Three Months Ended September 30, 2020 (in thousands) Contractor Network Business Total Contractor Network Business Total U.S. $ 18,591 $ 37,882 $ 56,473 $ 20,076 $ 27,480 $ 47,556 U.K. 2,561 — 2,561 1,338 16 1,354 Canada 1,960 1,190 3,150 1,786 1,194 2,980 Europe and Rest of World 509 1,621 2,130 342 1,055 1,397 Total Crawford Platform Solutions Revenues before Reimbursements $ 23,621 $ 40,693 $ 64,314 $ 23,542 $ 29,745 $ 53,287 Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020 (in thousands) Contractor Network Business Total Contractor Network Business Total U.S. $ 54,644 $ 82,045 $ 136,689 $ 53,271 $ 51,819 $ 105,090 U.K. 7,352 18 7,370 4,984 37 5,021 Canada 5,669 2,747 8,416 4,398 3,752 8,150 Europe and Rest of World 1,381 3,984 5,365 675 3,467 4,142 Total Crawford Platform Solutions Revenues before Reimbursements $ 69,046 $ 88,794 $ 157,840 $ 63,328 $ 59,075 $ 122,403 |
Schedule of Customer Contract Liabilities | The table below presents the deferred revenues balance as of January 1, 2021 and the significant activity affecting deferred revenues during the nine months ended September 30, 2021: (In Thousands) Customer Contract Liabilities Deferred Balance at January 1, 2021 $ 51,369 Quarterly additions 19,303 Revenue recognized from the prior periods ( 12,603 ) Revenue recognized from current quarter additions ( 4,551 ) Deferred revenue from acquisition 659 Balance as of March 31, 2021 $ 54,177 Quarterly additions 19,501 Revenue recognized from the prior periods ( 13,605 ) Revenue recognized from current quarter additions ( 4,639 ) Other adjustments ( 3,146 ) Balance as of June 30, 2021 $ 52,288 Quarterly additions 19,444 Revenue recognized from the prior periods ( 12,404 ) Revenue recognized from current quarter additions ( 4,748 ) Balance as of September 30, 2021 $ 54,580 |
Defined Benefit Pension Plans (
Defined Benefit Pension Plans (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Retirement Benefits [Abstract] | |
Schedule of Defined Benefit Plans Disclosures | Net periodic cost related to all of the Company's defined benefit pension plans recognized in the Company's unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2021 and 2020 included the following components: Three Months Ended Nine Months Ended (in thousands) September 30, September 30, September 30, September 30, Service cost $ 302 $ 315 $ 921 $ 946 Interest cost 2,858 4,092 8,533 12,330 Expected return on assets ( 6,348 ) ( 6,936 ) ( 18,968 ) ( 20,899 ) Amortization of actuarial loss 2,589 2,614 7,760 7,848 Net periodic (benefit) cost $ ( 599 ) $ 85 $ ( 1,754 ) $ 225 |
Net Income Attributable to Sh_2
Net Income Attributable to Shareholders of Crawford & Company per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Computations of Basic Net Income Attributable to Shareholders of Crawford & Company per Common Share | The computations of basic net income attributable to shareholders of Crawford & Company per common share were as follows: Three Months Ended Nine months ended September 30, September 30, September 30, September 30, (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 $ 4,632 $ 3,380 $ 12,839 $ 9,431 $ 11,257 $ 8,205 $ 6,857 $ 5,053 Dividends paid 1,839 1,344 1,226 901 5,539 4,038 4,281 2,705 Net income attributable to common shareholders, basic $ 6,471 $ 4,724 $ 14,065 $ 10,332 $ 16,796 $ 12,243 $ 11,138 $ 7,758 Denominator: Weighted-average common shares outstanding, basic 30,711 22,407 30,643 22,510 30,786 22,438 30,575 22,533 Earnings per share - basic $ 0.21 $ 0.21 $ 0.46 $ 0.46 $ 0.55 $ 0.55 $ 0.36 $ 0.34 |
Schedule of Computations of Diluted Net Income Attributable to Shareholders of Crawford & Company per Common Share | The computations of diluted net income attributable to shareholders of Crawford & Company per common share were as follows: Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, (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 $ 4,710 $ 3,302 $ 12,891 $ 9,379 $ 11,428 $ 8,034 $ 6,879 $ 5,031 Dividends paid 1,839 1,344 1,226 901 5,539 4,038 4,281 2,705 Net income attributable to common shareholders, diluted $ 6,549 $ 4,646 $ 14,117 $ 10,280 $ 16,967 $ 12,072 $ 11,160 $ 7,736 Denominator: Weighted-average common shares outstanding, basic 30,711 22,407 30,643 22,510 30,786 22,438 30,575 22,533 Weighted-average effect of dilutive securities 1,243 — 294 — 1,130 — 235 — Weighted-average common shares outstanding, diluted 31,954 22,407 30,937 22,510 31,916 22,438 30,810 22,533 Earnings per share - diluted $ 0.20 $ 0.21 $ 0.46 $ 0.46 $ 0.53 $ 0.54 $ 0.36 $ 0.34 |
Schedule of Antidilutive Shares Excluded from Computation of Diluted Earnings per Share | Listed below are the shares excluded from the denominator in the preceding computation of diluted earnings per share for CRD-A because their inclusion would have been antidilutive: Three Months Ended Nine Months Ended (in thousands) September 30, September 30, September 30, September 30, Shares underlying stock options excluded 352 2,014 706 2,014 Performance stock grants excluded because performance conditions have not been met (1) 396 1,335 318 1,197 (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. |
Schedule of Shares Issued and Included in Weighted-average Common Shares used to Compute Basic and Diluted Earnings per Share | The following table details shares issued during the three and nine months ended September 30, 2021 and 2020. These shares are included from their dates of issuance in the weighted-average common shares used to compute basic and diluted earnings per share for CRD-A in the table above. There were no shares of CRD-B issued during any of these periods. Three Months Ended Nine Months Ended (in thousands) September 30, September 30, September 30, September 30, CRD-A issued under the Non-Employee Director Stock Plan — 3 67 70 CRD-A issued under the U.K. ShareSave Scheme 5 1 70 2 CRD-A issued under the Employee Stock Purchase Plan 159 114 159 114 CRD-A issued under the International Plan — 4 — 4 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The changes in components of "Accumulated other comprehensive loss" ("AOCL"), net of taxes and noncontrolling interests, included in the Company's unaudited condensed consolidated financial statements were as follows: Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 (in thousands) Foreign Retirement (1) AOCL Foreign Retirement (1) AOCL Beginning balance ( 18,000 ) ( 164,235 ) ( 182,235 ) ( 30,792 ) ( 168,064 ) ( 198,856 ) Other comprehensive (loss) income before reclassifications ( 5,330 ) — ( 5,330 ) 7,462 — 7,462 Amounts reclassified from accumulated other comprehensive income to net income — 1,908 1,908 — 5,737 5,737 Net current period other comprehensive income ( 5,330 ) 1,908 ( 3,422 ) 7,462 5,737 13,199 Ending balance ( 23,330 ) ( 162,327 ) ( 185,657 ) ( 23,330 ) ( 162,327 ) ( 185,657 ) Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020 (in thousands) Foreign Retirement (1) AOCL Foreign Retirement (1) AOCL Beginning balance $ ( 41,591 ) $ ( 167,244 ) $ ( 208,835 ) $ ( 35,850 ) $ ( 171,057 ) $ ( 206,907 ) Other comprehensive income before reclassifications 11,910 — 11,910 5,593 — 5,593 Amounts reclassified from accumulated other comprehensive income to net income — 2,036 2,036 — 5,849 5,849 Net current period other comprehensive loss 11,910 2,036 13,946 5,593 5,849 11,442 (Disposition) Acquisition of noncontrolling interest ( 113 ) — ( 113 ) 463 — 463 Ending balance $ ( 29,794 ) $ ( 165,208 ) $ ( 195,002 ) $ ( 29,794 ) $ ( 165,208 ) $ ( 195,002 ) (1) Retirement liabilities reclassified to net income are related to the amortization of actuarial losses and are included in "Other Income (Expense), net" in the Company's unaudited Condensed Consolidated Statements of Operations. See Note 6, "Defined Benefit Pension Plans" for additional details. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table presents the Company's assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy: Fair Value Measurements at September 30, 2021 Significant Other Significant Quoted Prices in Observable Unobservable Active Markets Inputs Inputs (in thousands) Total (Level 1) (Level 2) (Level 3) Assets: Money market funds (1) $ 10,027 $ 10,027 $ — $ — Liabilities: Contingent earnout liability (2) 9,317 9,317 — — (1) The fair values of the money market funds were based on recently quoted market prices and reported transactions in an active marketplace. Money market funds are included in the Company's unaudited Condensed Consolidated Balance Sheets as "Cash and cash equivalents." (2) The contingent earnout liability relates to business acquisitions by the Crawford Loss Adjusting and Crawford TPA Solutions operating segments. The fair value of the contingent earnout liability was estimated based on management’s future expectations of the acquirees achieving the eligible revenue and adjusted EBITDA targets as set forth in the purchase agreements, which is Level 3 data. The maximum possible earnout remaining is $ 27,000,000 . The change in the contingent earnout liability is primarily due to a payment made during the three months ended June 30, 2021, and an acquisition during the three months ended September 30, 2021 . The fair value of the contingent earnout liability is included in "Other accrued liabilities" and "Other noncurrent liabilities" on the Company's unaudited Condensed Consolidated Balance Sheets, based upon the term of each contingent earnout agreement. |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Reconciliation of Operating Profit from Segments to Consolidated | Financial information for the three and nine months ended September 30, 2021 and 2020 related to the Company's reportable segments, including a reconciliation from segment operating earnings to income before income taxes, the most directly comparable GAAP financial measure, is presented below: Three Months Ended Nine Months Ended (in thousands) September 30, September 30, September 30, September 30, Revenues: Crawford Loss Adjusting $ 123,965 $ 110,929 $ 352,458 $ 327,095 Crawford TPA Solutions 100,221 88,908 298,840 275,573 Crawford Platform Solutions 64,314 53,287 157,840 122,403 Total segment revenues before reimbursements 288,500 253,124 809,138 725,071 Reimbursements 9,062 8,545 27,124 25,519 Total revenues $ 297,562 $ 261,669 $ 836,262 $ 750,590 Segment Operating Earnings Crawford Loss Adjusting $ 7,063 $ 14,139 $ 18,124 $ 24,854 Crawford TPA Solutions 5,034 4,288 14,465 13,708 Crawford Platform Solutions 10,968 10,655 25,937 20,939 Total segment operating earnings 23,065 29,082 58,526 59,501 (Deduct) Add: Unallocated corporate and shared costs, net ( 2,266 ) ( 1,027 ) ( 5,081 ) ( 6,189 ) Net corporate interest expense ( 1,648 ) ( 1,599 ) ( 4,443 ) ( 6,275 ) Stock option expense ( 296 ) ( 457 ) ( 700 ) ( 1,033 ) Amortization of customer-relationship intangible assets ( 2,877 ) ( 3,665 ) ( 8,426 ) ( 9,153 ) Goodwill impairment — — — ( 17,674 ) Restructuring costs — — — ( 5,714 ) Gain on disposition of business, net — 14,104 — 13,763 Income before income taxes $ 15,978 $ 36,438 $ 39,876 $ 27,226 |
Schedule of Revenues By Major Service Line | Revenues before reimbursements by major service line in the Crawford TPA Solutions segment, which operates under the Broadspire brand globally, and the Crawford Platform Solutions segment are shown in the following table. The Company considers all Crawford Loss Adjusting revenues to be derived from one service line. Three Months Ended Nine Months Ended (in thousands) September 30, September 30, September 30, September 30, Crawford TPA Solutions Claims Management Services $ 62,743 $ 53,315 $ 186,886 $ 163,336 Medical Management Services 37,478 35,593 111,954 112,237 Total Revenues before Reimbursements--Crawford TPA Solutions $ 100,221 $ 88,908 $ 298,840 $ 275,573 Crawford Platform Solutions Contractor Connection $ 23,621 $ 23,542 $ 69,046 $ 63,328 Network Business 40,693 29,745 88,794 59,075 Total Revenues before Reimbursements--Crawford Platform Solutions $ 64,314 $ 53,287 $ 157,840 $ 122,403 |
Restructuring Costs (Tables)
Restructuring Costs (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Reserve Liabilities by Type | As of September 30, 2021, the following liabilities remained on the Company's unaudited Condensed Consolidated Balance Sheets related to restructuring costs. The rollforward of these liabilities to September 30, 2021 were as follows: Three months ended September 30, 2021 (in thousands) Accrued Other accrued Total Beginning balance, June 30, 2021 $ 1,030 $ 340 $ 1,370 Additions — — — Adjustments to accruals 6 ( 20 ) ( 14 ) Cash payments ( 339 ) ( 148 ) ( 487 ) Ending balance, September 30, 2021 $ 697 $ 172 $ 869 Nine Months Ended September 30, 2021 (in thousands) Accrued Other accrued Total Beginning balance, December 31, 2020 $ 3,369 $ 590 $ 3,959 Additions — — — Adjustments to accruals ( 312 ) 13 ( 299 ) Cash payments ( 2,360 ) ( 431 ) ( 2,791 ) Ending balance, September 30, 2021 $ 697 $ 172 $ 869 |
Business Acquisitions and Dis_2
Business Acquisitions and Dispositions (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
HBA Group | |
Business Acquisition [Line Items] | |
Schedule of Valuation Assets Acquired and Liabilities Assumed | The valuation of the assets acquired and liabilities assumed for HBA Group on the acquisition date as of September 30, 2021 is as follows: (in thousands) Opening Balance Sheet, Adjusted as of Assets Cash and cash equivalents $ 240 Accounts receivable, net 1,081 Unbilled revenue, at estimated billable amounts 598 Other current assets 87 Operating lease right-of-use assets, net 1,502 Property and equipment, net 118 Customer relationships 1,574 Goodwill 5,645 Total Assets 10,845 Liabilities Accounts payable 501 Accrued expenses 1,116 Deferred revenue 659 Deferred tax liability 472 Operating lease liability 1,502 Other liabilities 256 Total Liabilities 4,506 Net Assets Acquired $ 6,339 |
Edjuster Inc | |
Business Acquisition [Line Items] | |
Schedule of Valuation Assets Acquired and Liabilities Assumed | The preliminary valuation of the assets acquired and liabilities assumed for edjuster on acquisition date as of September 30, 2021 is as follows: (in thousands) Opening Balance Sheet, Assets Cash and cash equivalents $ 1,873 Accounts receivable, net 1,565 Unbilled revenue, at estimated billable amounts 1,531 Other current assets 166 Property and equipment, net 57 Operating lease right-of-use assets, net 418 Intangible assets 11,700 Goodwill 9,670 Other noncurrent assets 1,352 Total Assets 28,332 Liabilities Accounts payable 137 Deferred tax liability 2,732 Operating lease liability 418 Other liabilities 1,642 Total Liabilities 4,929 Net Assets Acquired $ 23,403 |
Basis of Presentation - VIE - A
Basis of Presentation - VIE - Additional Information (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Variable Interest Entity | ||
Payroll tax withholdings | $ 12,961,000 | |
Primary Beneficiary | ||
Variable Interest Entity | ||
Liabilities of the deferred compensation plan | 7,087,000 | $ 7,961,000 |
Assets held in the related rabbi trust | $ 11,542,000 | $ 16,323,000 |
Basis of Presentation - Canada
Basis of Presentation - Canada Emergency Wage Subsidy Program of 2020 - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Canada Emergency Wage Subsidy Program of 2020 | ||||
Recognition of reduction in compensation expense | $ 1,778,000 | $ 4,711,000 | $ 5,850,000 | $ 9,056,000 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Accounts receivable, days sales outstanding | 2 months |
Billing after contract completion, years | 1 year |
Revenue, remaining performance obligation | $ 94,399,000 |
Performance obligations to be recognized as revenues within one year, percent | 70.00% |
Revenue from contracts with customers, practical expedient, consideration adjustment period | 1 year |
Accounts payable days payable outstanding | 1 year |
Minimum | Crawford TPA Solutions | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Revenue from contracts with customers, performance obligation term | 1 year |
Maximum | Crawford TPA Solutions | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Revenue from contracts with customers, performance obligation term | 2 years |
Claims Management Services | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Revenue from contracts with customers, performance obligation term | 1 year |
Revenue remaining performance obligation expected timing of satisfaction explanation | 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 |
Revenue from contracts with customers, duration, average time to close case from time of referral | 5 years |
Percentage of closed cases | 98.00% |
Claims Management Services | Minimum | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Revenue from contracts with customers, performance obligation term | 1 year |
Claims Management Services | Maximum | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Revenue from contracts with customers, performance obligation term | 2 years |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 297,562 | $ 261,669 | $ 836,262 | $ 750,590 |
Crawford Loss Adjusting | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 123,965 | 110,929 | 352,458 | 327,095 |
Crawford Loss Adjusting | U.S. | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 43,277 | 34,438 | 113,999 | 95,973 |
Crawford Loss Adjusting | U.K. | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 27,140 | 24,568 | 78,385 | 77,603 |
Crawford Loss Adjusting | Australia | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 18,907 | 18,855 | 55,127 | 51,590 |
Crawford Loss Adjusting | Canada | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 13,537 | 13,797 | 40,030 | 42,668 |
Crawford Loss Adjusting | Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 12,876 | 11,631 | 39,525 | 36,137 |
Crawford Loss Adjusting | Rest of World | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 8,228 | 7,640 | 25,392 | 23,124 |
Crawford TPA Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 100,221 | 88,908 | 298,840 | 275,573 |
Crawford TPA Solutions | Claims Management Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 62,743 | 53,315 | 186,886 | 163,336 |
Crawford TPA Solutions | Medical Management Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 37,478 | 35,593 | 111,954 | 112,237 |
Crawford TPA Solutions | U.S. | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 75,804 | 70,726 | 225,982 | 217,992 |
Crawford TPA Solutions | U.S. | Claims Management Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 38,326 | 35,133 | 114,028 | 105,755 |
Crawford TPA Solutions | U.S. | Medical Management Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 37,478 | 35,593 | 111,954 | 112,237 |
Crawford TPA Solutions | U.K. | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 6,063 | 4,145 | 16,512 | 12,385 |
Crawford TPA Solutions | U.K. | Claims Management Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 6,063 | 4,145 | 16,512 | 12,385 |
Crawford TPA Solutions | U.K. | Medical Management Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Crawford TPA Solutions | Canada | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 4,351 | 5,489 | 14,163 | 17,521 |
Crawford TPA Solutions | Canada | Claims Management Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 4,351 | 5,489 | 14,163 | 17,521 |
Crawford TPA Solutions | Canada | Medical Management Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Crawford TPA Solutions | Europe and Rest of World | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 14,003 | 8,548 | 42,183 | 27,675 |
Crawford TPA Solutions | Europe and Rest of World | Claims Management Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 14,003 | 8,548 | 42,183 | 27,675 |
Crawford TPA Solutions | Europe and Rest of World | Medical Management Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Crawford Platform Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 64,314 | 53,287 | 157,840 | 122,403 |
Crawford Platform Solutions | Contractor Connection | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 23,621 | 23,542 | 69,046 | 63,328 |
Crawford Platform Solutions | Network Business | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 40,693 | 29,745 | 88,794 | 59,075 |
Crawford Platform Solutions | U.S. | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 56,473 | 47,556 | 136,689 | 105,090 |
Crawford Platform Solutions | U.S. | Contractor Connection | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 18,591 | 20,076 | 54,644 | 53,271 |
Crawford Platform Solutions | U.S. | Network Business | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 37,882 | 27,480 | 82,045 | 51,819 |
Crawford Platform Solutions | U.K. | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 2,561 | 1,354 | 7,370 | 5,021 |
Crawford Platform Solutions | U.K. | Contractor Connection | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 2,561 | 1,338 | 7,352 | 4,984 |
Crawford Platform Solutions | U.K. | Network Business | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 16 | 18 | 37 |
Crawford Platform Solutions | Canada | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 3,150 | 2,980 | 8,416 | 8,150 |
Crawford Platform Solutions | Canada | Contractor Connection | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 1,960 | 1,786 | 5,669 | 4,398 |
Crawford Platform Solutions | Canada | Network Business | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 1,190 | 1,194 | 2,747 | 3,752 |
Crawford Platform Solutions | Europe and Rest of World | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 2,130 | 1,397 | 5,365 | 4,142 |
Crawford Platform Solutions | Europe and Rest of World | Contractor Connection | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 509 | 342 | 1,381 | 675 |
Crawford Platform Solutions | Europe and Rest of World | Network Business | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 1,621 | $ 1,055 | $ 3,984 | $ 3,467 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Customer Contract Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | |
Customer Contract Liabilities | |||
Beginning balance | $ 52,288 | $ 54,177 | $ 51,369 |
Quarterly additions | 19,444 | 19,501 | 19,303 |
Revenue recognized from the prior periods | 12,404 | (13,605) | (12,603) |
Revenue recognized from current quarter additions | 4,748 | (4,639) | (4,551) |
Deferred revenue from acquisition | 659 | ||
Other adjustments | (3,146) | ||
Ending balance | $ 54,580 | $ 52,288 | $ 54,177 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
(Benefit) provision for income taxes | $ 4,866,000 | $ 11,729,000 | $ 10,927,000 | $ 9,554,000 |
Effective income tax rate reconciliation, percent | 27.40% | 35.10% |
Defined Benefit Pension Plans -
Defined Benefit Pension Plans - Schedule of Defined Benefit Plans Disclosures (Details) - Pension Plan - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 302 | $ 315 | $ 921 | $ 946 |
Interest cost | 2,858 | 4,092 | 8,533 | 12,330 |
Expected return on assets | (6,348) | (6,936) | (18,968) | (20,899) |
Amortization of actuarial loss | 2,589 | 2,614 | 7,760 | 7,848 |
Net periodic (benefit) cost | $ (599) | $ 85 | $ (1,754) | $ 225 |
Defined Benefit Pension Plans_2
Defined Benefit Pension Plans - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Net periodic benefit cost, non-service cost | $ (901,000) | $ (230,000) | $ (2,675,000) | $ (721,000) |
U.S. | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Contributions by employer | 9,000,000 | 3,000,000 | ||
U.K. Plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Contributions by employer | $ 526,000 | $ 455,000 |
Net Income Attributable to Sh_3
Net Income Attributable to Shareholders of Crawford & Company per Common Share - Schedule of Computations of Basic Net Income Attributable to Shareholders of Crawford & Company per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Class A Non-Voting | ||||
Numerator: | ||||
Allocation of undistributed earnings | $ 4,632 | $ 12,839 | $ 11,257 | $ 6,857 |
Dividends paid | 1,839 | 1,226 | 5,539 | 4,281 |
Net income attributable to common shareholders, basic | $ 6,471 | $ 14,065 | $ 16,796 | $ 11,138 |
Denominator: | ||||
Weighted-average common shares outstanding, basic | 30,711 | 30,643 | 30,786 | 30,575 |
Earnings per share - basic | $ 0.21 | $ 0.46 | $ 0.55 | $ 0.36 |
Class B Voting | ||||
Numerator: | ||||
Allocation of undistributed earnings | $ 3,380 | $ 9,431 | $ 8,205 | $ 5,053 |
Dividends paid | 1,344 | 901 | 4,038 | 2,705 |
Net income attributable to common shareholders, basic | $ 4,724 | $ 10,332 | $ 12,243 | $ 7,758 |
Denominator: | ||||
Weighted-average common shares outstanding, basic | 22,407 | 22,510 | 22,438 | 22,533 |
Earnings per share - basic | $ 0.21 | $ 0.46 | $ 0.55 | $ 0.34 |
Net Income Attributable to Sh_4
Net Income Attributable to Shareholders of Crawford & Company per Common Share - Schedule of Computations of Diluted Net Income Attributable to Shareholders of Crawford & Company per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Class A Non-Voting | ||||
Numerator: | ||||
Allocation of undistributed earnings | $ 4,710 | $ 12,891 | $ 11,428 | $ 6,879 |
Dividends paid | 1,839 | 1,226 | 5,539 | 4,281 |
Net income attributable to common shareholders, diluted | $ 6,549 | $ 14,117 | $ 16,967 | $ 11,160 |
Weighted-Average Shares Used to Compute Diluted Earnings Per Share: | ||||
Weighted-average common shares outstanding, basic | 30,711,000 | 30,643,000 | 30,786,000 | 30,575,000 |
Weighted-average effect of dilutive securities | 1,243,000 | 294,000 | 1,130,000 | 235 |
Weighted-average common shares outstanding, diluted | 31,954,000 | 30,937,000 | 31,916,000 | 30,810,000 |
Earnings per share - diluted | $ 0.20 | $ 0.46 | $ 0.53 | $ 0.36 |
Class B Voting | ||||
Numerator: | ||||
Allocation of undistributed earnings | $ 3,302 | $ 9,379 | $ 8,034 | $ 5,031 |
Dividends paid | 1,344 | 901 | 4,038 | 2,705 |
Net income attributable to common shareholders, diluted | $ 4,646 | $ 10,280 | $ 12,072 | $ 7,736 |
Weighted-Average Shares Used to Compute Diluted Earnings Per Share: | ||||
Weighted-average common shares outstanding, basic | 22,407,000 | 22,510,000 | 22,438,000 | 22,533,000 |
Weighted-average common shares outstanding, diluted | 22,407,000 | 22,510,000 | 22,438,000 | 22,533,000 |
Earnings per share - diluted | $ 0.21 | $ 0.46 | $ 0.54 | $ 0.34 |
Net Income Attributable to Sh_5
Net Income Attributable to Shareholders of Crawford & Company per Common Share - Schedule of Antidilutive Shares Excluded from Computation of Diluted Earnings per Share (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Shares Underlying Stock Options Excluded | |||||
Antidilutive Securities Excluded from Computation of (Loss) Earnings Per Share | |||||
Shares excluded from diluted earnings per share (shares) | 352 | 2,014 | 706 | 2,014 | |
Performance Stock Grants Excluded because Performance Conditions Have Not Been Met | |||||
Antidilutive Securities Excluded from Computation of (Loss) Earnings Per Share | |||||
Shares excluded from diluted earnings per share (shares) | [1] | 396 | 1,335 | 318 | 1,197 |
[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. |
Net Income Attributable to Sh_6
Net Income Attributable to Shareholders of Crawford & Company per Common Share - Schedule of Shares Issued and Included in Weighted-average Common Shares used to Compute Basic and Diluted Earnings per Share (Details) - Class A Non-Voting - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
CRD-A Issued under the Non-Employee Director Stock Plan | ||||
Share-based Compensation Arrangement | ||||
Shares issued repurchased activity | 0 | 3 | 67 | 70 |
CRD-A Issued under the U.K. ShareSave Scheme | ||||
Share-based Compensation Arrangement | ||||
Shares issued repurchased activity | 5 | 1 | 70 | 2 |
Employee Stock Purchase Plan | ||||
Share-based Compensation Arrangement | ||||
Shares issued repurchased activity | 159 | 114 | 159 | 114 |
International Plan | ||||
Share-based Compensation Arrangement | ||||
Shares issued repurchased activity | 4 | 4 |
Net Income Attributable to Sh_7
Net Income Attributable to Shareholders of Crawford & Company per Common Share - Additional Information (Details) - $ / shares | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | May 09, 2019 | |
Class A Non-Voting | |||||
Equity, Class of Treasury Stock | |||||
Shares repurchased (shares) | 274,385 | 0 | 530,598 | 155,351 | |
Average cost (USD per share) | $ 10.13 | $ 9.63 | $ 8.42 | ||
Class B Voting | |||||
Equity, Class of Treasury Stock | |||||
Shares repurchased (shares) | 30,547 | 0 | 111,499 | 161,459 | |
Average cost (USD per share) | $ 9.72 | $ 8.68 | $ 8.42 | ||
Repurchase Authorization 2019 | Common Stock | |||||
Equity, Class of Treasury Stock | |||||
Number of shares authorized to be repurchased (shares) | 2,000,000 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Foreign Currency Translation Adjustments | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Adjustment for long-term intercompany transactions, net of tax | $ 629,000 | $ 1,659,000 |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||
Beginning balance | $ 215,554 | $ 149,620 | $ 186,928 | [1] | $ 162,567 | |
Ending balance | 219,707 | 182,286 | 219,707 | 182,286 | ||
Foreign Currency Translation Adjustments | ||||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||
Beginning balance | (18,000) | (41,591) | (30,792) | (35,850) | ||
Other comprehensive (loss) income before reclassifications | (5,330) | 11,910 | 7,462 | 5,593 | ||
Amounts reclassified from accumulated other comprehensive income to net income | 0 | 0 | 0 | 0 | ||
Net current period other comprehensive (loss) income | (5,330) | 11,910 | 7,462 | 5,593 | ||
(Disposition) Acquisition of noncontrolling interest | (113) | 463 | ||||
Ending balance | (23,330) | (29,794) | (23,330) | (29,794) | ||
Retirement Liabilities | ||||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||
Beginning balance | [2] | (164,235) | (167,244) | (168,064) | (171,057) | |
Other comprehensive (loss) income before reclassifications | [2] | 0 | 0 | 0 | 0 | |
Amounts reclassified from accumulated other comprehensive income to net income | [2] | 1,908 | 2,036 | 5,737 | 5,849 | |
Net current period other comprehensive (loss) income | [2] | 1,908 | 2,036 | 5,737 | 5,849 | |
(Disposition) Acquisition of noncontrolling interest | [2] | 0 | 0 | |||
Ending balance | [2] | (162,327) | (165,208) | (162,327) | (165,208) | |
AOCL Attributable to Shareholders of Crawford & Company | ||||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||
Beginning balance | (182,235) | (208,835) | (198,856) | (206,907) | ||
Other comprehensive (loss) income before reclassifications | (5,330) | 11,910 | 7,462 | 5,593 | ||
Amounts reclassified from accumulated other comprehensive income to net income | 1,908 | 2,036 | 5,737 | 5,849 | ||
Net current period other comprehensive (loss) income | (3,422) | 13,946 | 13,199 | 11,442 | ||
(Disposition) Acquisition of noncontrolling interest | (113) | 463 | ||||
Ending balance | $ (185,657) | $ (195,002) | $ (185,657) | $ (195,002) | ||
[1] | Derived from the audited Consolidated Balance Sheet | |||||
[2] | (1) Retirement liabilities reclassified to net income are related to the amortization of actuarial losses and are included in "Other Income (Expense), net" in the Company's unaudited Condensed Consolidated Statements of Operations. See Note 6, "Defined Benefit Pension Plans" for additional details. |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Liabilities: | |
Contingent earnout liability | $ 9,317 |
Money Market Funds | |
ASSETS | |
Money market funds | 10,027 |
Quoted Prices in Active Markets (Level 1) | |
Liabilities: | |
Contingent earnout liability | 9,317 |
Quoted Prices in Active Markets (Level 1) | Money Market Funds | |
ASSETS | |
Money market funds | 10,027 |
Significant Unobservable Inputs (Level 3) | |
Liabilities: | |
Contingent earnout liability | $ 0 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Parenthetical) (Details) | Sep. 30, 2021USD ($) |
Crawford Specialty Solutions | Crawford Compliance Inc. | |
Liabilities: | |
Maximum possible earnout liability | $ 27,000,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | Jun. 01, 2020 | Sep. 30, 2021 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Liabilities: | |||||
Transfers of assets measured on a recurring basis out of Level 1 into Level 2 | $ 0 | $ 0 | |||
Transfers of assets measured on a recurring basis out of Level 2 into Level 1 | 0 | 0 | |||
Transfers of assets measured on a recurring basis into Level 3 | 0 | 0 | |||
Transfers of assets measured on a recurring basis out Level 3 | $ 0 | $ 0 | |||
Debt instrument, variable interest rate duration between resets | 90 days | ||||
Goodwill impairment | $ 17,674,000 | $ 0 | $ 17,674,000 | ||
Crawford Compliance Inc [Member] | |||||
Liabilities: | |||||
Variable interest entity, ownership percentage | 51.00% |
Segment Information - Reconcili
Segment Information - Reconciliation of Operating Profit from Segments to Consolidated (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated | |||||
Revenues | $ 297,562,000 | $ 261,669,000 | $ 836,262,000 | $ 750,590,000 | |
Net corporate interest expense | (1,648,000) | (1,599,000) | (4,443,000) | (6,275,000) | |
Goodwill impairment | $ (17,674,000) | 0 | (17,674,000) | ||
Restructuring costs | 0 | 0 | |||
Income Before Income Taxes | 15,978,000 | 36,438,000 | 39,876,000 | 27,226,000 | |
Operating Segments | |||||
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated | |||||
Total segment operating earnings | 23,065,000 | 29,082,000 | 58,526,000 | 59,501,000 | |
Segment Reconciling Items | |||||
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated | |||||
Unallocated corporate and shared costs, net | (2,266,000) | (1,027,000) | (5,081,000) | (6,189,000) | |
Net corporate interest expense | (1,648,000) | (1,599,000) | (4,443,000) | (6,275,000) | |
Stock option expense | (296,000) | (457,000) | (700,000) | (1,033,000) | |
Amortization of customer-relationship intangible assets | (2,877,000) | (3,665,000) | (8,426,000) | (9,153,000) | |
Goodwill impairment | (17,674,000) | ||||
Restructuring costs | (5,714,000) | ||||
Gain on disposition of businesses, net | 14,104,000 | 13,763,000 | |||
Crawford Loss Adjusting | |||||
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated | |||||
Revenues | 123,965,000 | 110,929,000 | 352,458,000 | 327,095,000 | |
Crawford Loss Adjusting | Operating Segments | |||||
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated | |||||
Total segment operating earnings | 7,063,000 | 14,139,000 | 18,124,000 | 24,854,000 | |
Crawford TPA Solutions | |||||
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated | |||||
Revenues | 100,221,000 | 88,908,000 | 298,840,000 | 275,573,000 | |
Crawford TPA Solutions | Operating Segments | |||||
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated | |||||
Total segment operating earnings | 5,034,000 | 4,288,000 | 14,465,000 | 13,708,000 | |
Crawford Platform Solutions | |||||
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated | |||||
Revenues | 64,314,000 | 53,287,000 | 157,840,000 | 122,403,000 | |
Crawford Platform Solutions | Operating Segments | |||||
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated | |||||
Total segment operating earnings | 10,968,000 | 10,655,000 | 25,937,000 | 20,939,000 | |
Service | |||||
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated | |||||
Revenues | 288,500,000 | 253,124,000 | 809,138,000 | 725,071,000 | |
Service | Crawford Loss Adjusting | Operating Segments | |||||
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated | |||||
Revenues | 123,965,000 | 110,929,000 | 352,458,000 | 327,095,000 | |
Service | Crawford TPA Solutions | |||||
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated | |||||
Revenues | 100,221,000 | 88,908,000 | 298,840,000 | 275,573,000 | |
Service | Crawford TPA Solutions | Operating Segments | |||||
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated | |||||
Revenues | 100,221,000 | 88,908,000 | 298,840,000 | 275,573,000 | |
Service | Crawford Platform Solutions | |||||
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated | |||||
Revenues | 64,314,000 | 53,287,000 | 157,840,000 | 122,403,000 | |
Service | Crawford Platform Solutions | Operating Segments | |||||
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated | |||||
Revenues | 64,314,000 | 53,287,000 | 157,840,000 | 122,403,000 | |
Reimbursements | |||||
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated | |||||
Revenues | $ 9,062,000 | $ 8,545,000 | $ 27,124,000 | $ 25,519,000 |
Segment Information - Schedule
Segment Information - Schedule of Revenues By Major Service Line (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue from External Customer | ||||
Revenues | $ 297,562 | $ 261,669 | $ 836,262 | $ 750,590 |
Crawford TPA Solutions | ||||
Revenue from External Customer | ||||
Revenues | 100,221 | 88,908 | 298,840 | 275,573 |
Crawford Platform Solutions | ||||
Revenue from External Customer | ||||
Revenues | 64,314 | 53,287 | 157,840 | 122,403 |
Claims Management Services | Crawford TPA Solutions | ||||
Revenue from External Customer | ||||
Revenues | 62,743 | 53,315 | 186,886 | 163,336 |
Medical Management Services | Crawford TPA Solutions | ||||
Revenue from External Customer | ||||
Revenues | 37,478 | 35,593 | 111,954 | 112,237 |
Service | ||||
Revenue from External Customer | ||||
Revenues | 288,500 | 253,124 | 809,138 | 725,071 |
Service | Crawford TPA Solutions | ||||
Revenue from External Customer | ||||
Revenues | 100,221 | 88,908 | 298,840 | 275,573 |
Service | Crawford Platform Solutions | ||||
Revenue from External Customer | ||||
Revenues | 64,314 | 53,287 | 157,840 | 122,403 |
Contractor Connection | Crawford Platform Solutions | ||||
Revenue from External Customer | ||||
Revenues | 23,621 | 23,542 | 69,046 | 63,328 |
Network Business | Crawford Platform Solutions | ||||
Revenue from External Customer | ||||
Revenues | $ 40,693 | $ 29,745 | $ 88,794 | $ 59,075 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | Sep. 30, 2021USD ($) |
Letter of credit subcommitment | |
Loss Contingencies [Line Items] | |
Letters of credit outstanding amount | $ 11,277,000 |
Restructuring Costs - Additiona
Restructuring Costs - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Restructuring and Related Activities [Abstract] | |||
Restructuring costs | $ 0 | $ 0 | $ 5,714,000 |
Severance expenses & related payroll taxes | 5,076,000 | ||
Asset Impairment Charges | $ 638,000 |
Restructuring Costs - Schedule
Restructuring Costs - Schedule of Restructuring Reserve Liabilities by Type (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Restructuring Reserve [Roll Forward] | ||
Beginning balance | $ 1,370 | $ 3,959 |
Additions | 0 | 0 |
Adjustments to accruals | (14) | (299) |
Cash payments | (487) | (2,791) |
Ending balance | 869 | 869 |
Accrued Compensation and Related Costs | ||
Restructuring Reserve [Roll Forward] | ||
Beginning balance | 1,030 | 3,369 |
Additions | 0 | 0 |
Adjustments to accruals | 6 | (312) |
Cash payments | (339) | (2,360) |
Ending balance | 697 | 697 |
Other Accrued Liabilities | ||
Restructuring Reserve [Roll Forward] | ||
Beginning balance | 340 | 590 |
Additions | 0 | 0 |
Adjustments to accruals | (20) | 13 |
Cash payments | (148) | (431) |
Ending balance | $ 172 | $ 172 |
Business Acquisitions and Dis_3
Business Acquisitions and Dispositions - Additional Information (Details) - USD ($) | Aug. 23, 2021 | Nov. 01, 2020 | Jun. 12, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | [1] |
Business Acquisition [Line Items] | |||||||||
Goodwill | $ 85,696,000 | $ 85,696,000 | $ 66,537,000 | ||||||
Gain on disposition of businesses, net | 0 | $ (14,104,000) | 0 | $ 13,763,000 | |||||
Loss on disposal of entity | 0 | $ (14,104,000) | 0 | $ 13,763,000 | |||||
Lloyd Warwick International | |||||||||
Business Acquisition [Line Items] | |||||||||
Gain on disposition of businesses, net | (600,000) | (14,700,000) | |||||||
Variable interest entity, ownership percentage | 51.00% | ||||||||
Loss on disposal of entity | (600,000) | (14,700,000) | |||||||
Proceeds from sale of business | $ 19,600,000 | ||||||||
Repayment of debt | $ 3,600,000 | ||||||||
Working capital adjustments recognized under acquisition agreement | 700,000 | 700,000 | |||||||
Purchase price | 20,300,000 | 20,300,000 | |||||||
Gain on disposition, net of tax | $ 11,700,000 | ||||||||
Diluted per share | $ 0.21 | ||||||||
HBA Group | |||||||||
Business Acquisition [Line Items] | |||||||||
Membership interest percentage | 100.00% | ||||||||
Initial lump-sum payment of purchase price | $ 4,026,000 | ||||||||
Business combination, net liabilities | 880,000 | $ 880,000 | |||||||
Business combination, definite-lived intangible assets | 1,574,000 | 1,574,000 | |||||||
Goodwill | 5,645,000 | $ 5,645,000 | |||||||
Weighted-average amortization period of intangible assets | 9 years | ||||||||
Contingent consideration payable | $ 2,400,000 | ||||||||
HBA Group | Maximum | |||||||||
Business Acquisition [Line Items] | |||||||||
Payment to acquire business | $ 3,200,000 | ||||||||
Edjuster Inc | |||||||||
Business Acquisition [Line Items] | |||||||||
Membership interest percentage | 100.00% | ||||||||
Initial lump-sum payment of purchase price | $ 21,000,000 | ||||||||
Payment to acquire business | $ 14,000,000 | ||||||||
Business combination, net assets | 1,834,000 | 1,834,000 | |||||||
Business combination, definite-lived intangible assets | 11,700,000 | 11,700,000 | |||||||
Goodwill | $ 9,670,000 | 9,670,000 | |||||||
Contingent consideration payable | $ 2,400,000 | ||||||||
[1] | Derived from the audited Consolidated Balance Sheet |
Business Acquisitions and Dis_4
Business Acquisitions and Dispositions - Schedule of Valuation Assets Acquired and Liabilities Assumed (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | [1] |
ASSETS | |||
Cash and cash equivalents | $ 36,929,000 | $ 44,656,000 | |
Accounts receivable, net | 136,729,000 | 123,060,000 | |
Unbilled revenues, at estimated billable amounts | 127,510,000 | 103,528,000 | |
Operating lease right-of-use assets, net | 100,895,000 | 109,315,000 | |
Property and equipment, net | 34,015,000 | 36,402,000 | |
Goodwill | 85,696,000 | 66,537,000 | |
TOTAL ASSETS | 806,496,000 | 752,984,000 | |
Liabilities: | |||
Accounts payable | 38,658,000 | 41,544,000 | |
Income taxes payable | 0 | 5,822,000 | |
Other noncurrent liabilities | 48,239,000 | $ 40,254,000 | |
HBA Group | |||
ASSETS | |||
Cash and cash equivalents | 240,000 | ||
Accounts receivable, net | 1,081,000 | ||
Unbilled revenues, at estimated billable amounts | 598,000 | ||
Other current assets | 87,000 | ||
Operating lease right-of-use assets, net | 1,502,000 | ||
Property and equipment, net | 118,000 | ||
Customer relationships | 1,574,000 | ||
Intangible assets | 1,574,000 | ||
Goodwill | 5,645,000 | ||
TOTAL ASSETS | 10,845,000 | ||
Liabilities: | |||
Accounts payable | 501,000 | ||
Accrued expenses | 1,116,000 | ||
Deferred revenue | 659,000 | ||
Income taxes payable | 472,000 | ||
Operating lease liability | 1,502,000 | ||
Other noncurrent liabilities | 256,000 | ||
Total Liabilities | 4,506,000 | ||
Net Assets Acquired | 6,339,000 | ||
Edjuster Inc | |||
ASSETS | |||
Cash and cash equivalents | 1,873,000 | ||
Accounts receivable, net | 1,565,000 | ||
Unbilled revenues, at estimated billable amounts | 1,531,000 | ||
Other current assets | 166,000 | ||
Operating lease right-of-use assets, net | 418,000 | ||
Property and equipment, net | 57,000 | ||
Intangible assets | 11,700,000 | ||
Goodwill | 9,670,000 | ||
Other noncurrent assets | 1,352,000 | ||
TOTAL ASSETS | 28,332,000 | ||
Liabilities: | |||
Accounts payable | 137,000 | ||
Income taxes payable | 2,732,000 | ||
Operating lease liability | 418,000 | ||
Other noncurrent liabilities | 1,642,000 | ||
Total Liabilities | 4,929,000 | ||
Net Assets Acquired | $ 23,403,000 | ||
[1] | Derived from the audited Consolidated Balance Sheet |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Subsequent Event | Nov. 05, 2021USD ($) | Oct. 04, 2021USD ($) | Oct. 01, 2021USD ($) | Nov. 04, 2021shares |
Subsequent Event [Line Items] | ||||
Credit agreement description | (i) provide to the Company a $450,000,000 multicurrency revolving credit facility maturing in November 2026, (ii) permit additional incremental borrowing capacity, subject to conditions stated therein, (iii) replace the existing fixed charge coverage ratio with an interest coverage ratio with a minimum of 2.50 to 1.00, and (iv) replace the existing leverage ratios with a single leverage ratio test of 4.50 to 1.00. | |||
Credit agreement date | Nov. 5, 2021 | |||
Common Stock | ||||
Subsequent Event [Line Items] | ||||
Number of shares authorized to be repurchased (shares) | shares | 2,000,000 | |||
Revolving Credit Facility | ||||
Subsequent Event [Line Items] | ||||
Credit facility borrowing amount | $ 450,000,000 | |||
Minimum interest coverage ratio | 2.50 | |||
Leverage ratio | 4.50 | |||
Praxis Consulting Inc | ||||
Subsequent Event [Line Items] | ||||
Membership interest percentage | 100.00% | |||
Initial lump-sum payment of purchase price | $ 25,500,000 | |||
Working capital adjustments recognized under acquisition agreement | 20,000,000 | |||
Praxis Consulting Inc | Maximum | ||||
Subsequent Event [Line Items] | ||||
Payment to acquire business | $ 10,000,000 | |||
BosBoon Expertise Group B.V. | ||||
Subsequent Event [Line Items] | ||||
Initial lump-sum payment of purchase price | $ 2,200,000 | |||
BosBoon Expertise Group B.V. | Maximum | ||||
Subsequent Event [Line Items] | ||||
Payment to acquire business | $ 1,860,000 |