Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 01, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
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 | 28,556,699 | |
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 | 19,848,490 | |
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, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues: | ||||
Revenues | $ 306,417,000 | $ 297,562,000 | $ 897,858,000 | $ 836,262,000 |
Costs and Expenses: | ||||
Cost of services | 232,726,000 | 220,079,000 | 675,512,000 | 616,499,000 |
Selling, general, and administrative expenses | 62,983,000 | 60,759,000 | 193,222,000 | 178,120,000 |
Corporate interest expense, net of interest income | 2,903,000 | 1,648,000 | 6,201,000 | 4,443,000 |
Goodwill impairment | 36,808,000 | 0 | 36,808,000 | 0 |
Total Costs and Expenses | 335,420,000 | 282,486,000 | 911,743,000 | 799,062,000 |
Other Income (Expense), net | 465,000 | 902,000 | 1,534,000 | 2,676,000 |
(Loss) Income Before Income Taxes | (28,538,000) | 15,978,000 | (12,351,000) | 39,876,000 |
(Benefit) Provision for Income Taxes | (13,286,000) | 4,866,000 | (8,092,000) | 10,927,000 |
Net (Loss) Income | (15,252,000) | 11,112,000 | (4,259,000) | 28,949,000 |
Net Loss Attributable to Noncontrolling Interests | 108,000 | 83,000 | 41,000 | 90,000 |
Net (Loss) Income Attributable to Shareholders of Crawford & Company | $ (15,144,000) | $ 11,195,000 | $ (4,218,000) | $ 29,039,000 |
Class A Non-Voting | ||||
(Loss) Earnings Per Share - Basic: | ||||
Earnings per share - basic | $ (0.31) | $ 0.21 | $ (0.08) | $ 0.55 |
(Loss) Earnings Per Share - Diluted: | ||||
(Loss) earnings per share - diluted | $ (0.31) | $ 0.20 | $ (0.08) | $ 0.53 |
Weighted-Average Shares Used to Compute Basic Earnings Per Share: | ||||
Weighted-average common shares outstanding, basic | 28,553 | 30,711 | 29,397 | 30,786 |
Weighted-Average Shares Used to Compute Diluted Earnings Per Share: | ||||
Weighted-average common shares outstanding, diluted | 28,553 | 31,954 | 29,397 | 31,916 |
Class B Voting | ||||
(Loss) Earnings Per Share - Basic: | ||||
Earnings per share - basic | $ (0.31) | $ 0.21 | $ (0.09) | $ 0.55 |
(Loss) Earnings Per Share - Diluted: | ||||
(Loss) earnings per share - diluted | $ (0.31) | $ 0.21 | $ (0.09) | $ 0.54 |
Weighted-Average Shares Used to Compute Basic Earnings Per Share: | ||||
Weighted-average common shares outstanding, basic | 19,848 | 22,407 | 20,202 | 22,438 |
Weighted-Average Shares Used to Compute Diluted Earnings Per Share: | ||||
Weighted-average common shares outstanding, diluted | 19,848 | 22,407 | 20,202 | 22,438 |
Service | ||||
Revenues: | ||||
Revenues | $ 294,924,000 | $ 288,500,000 | $ 867,294,000 | $ 809,138,000 |
Costs and Expenses: | ||||
Cost of services | 221,233,000 | 211,017,000 | 644,948,000 | 589,375,000 |
Reimbursements | ||||
Revenues: | ||||
Revenues | 11,493,000 | 9,062,000 | 30,564,000 | 27,124,000 |
Costs and Expenses: | ||||
Cost of services | $ 11,493,000 | $ 9,062,000 | $ 30,564,000 | $ 27,124,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations Unaudited (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Interest income | $ 191 | $ 0 | $ 549 | $ 319 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Loss) Unaudited - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (15,252) | $ 11,112 | $ (4,259) | $ 28,949 |
Other Comprehensive (Loss) Income: | ||||
Net foreign currency translation (loss), net of tax of $0 and $0, respectively | (7,421) | (5,529) | (19,365) | 7,279 |
Amortization of actuarial losses for retirement plans included in net periodic pension cost, net of tax of $623, $657, $1,895 and $1,987 respectively | 1,838 | 1,908 | 5,531 | 5,737 |
Other Comprehensive Loss | (5,583) | (3,621) | (13,834) | 13,016 |
Comprehensive (Loss) Income | (20,835) | 7,491 | (18,093) | 41,965 |
Comprehensive loss attributable to noncontrolling interests | 292 | 282 | 345 | 273 |
Comprehensive (Loss) Income Attributable to Shareholders of Crawford & Company | $ (20,543) | $ 7,773 | $ (17,748) | $ 42,238 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Comprehensive Income (Loss) Unaudited (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
OCI, Tax on foreign currency translation (losses) | $ 0 | $ 0 | $ 0 | $ 0 |
OCI, Tax on amortization of actuarial losses on retirement plans included in net periodic pension cost | $ 623 | $ 657 | $ 1,895 | $ 1,987 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets Unaudited - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | [1] |
Current Assets: | |||
Cash and cash equivalents | $ 33,099 | $ 53,228 | |
Accounts receivable, less allowance for expected credit losses of $9,630 and $8,768, respectively | 137,360 | 134,458 | |
Unbilled revenues, at estimated billable amounts | 134,646 | 118,722 | |
Income taxes receivable | 23,099 | 4,936 | |
Prepaid expenses and other current assets | 35,532 | 34,576 | |
Total Current Assets | 363,736 | 345,920 | |
Net Property and Equipment | 28,407 | 33,721 | |
Other Assets: | |||
Operating lease right-of-use assets, net | 96,364 | 99,369 | |
Goodwill | 76,783 | 116,526 | |
Intangible assets arising from business acquisitions, net | 91,285 | 97,571 | |
Capitalized software costs, net | 79,605 | 75,802 | |
Deferred income tax assets | 22,285 | 21,266 | |
Other noncurrent assets | 62,103 | 62,464 | |
Total Other Assets | 428,425 | 472,998 | |
TOTAL ASSETS | 820,568 | 852,639 | |
Current Liabilities: | |||
Short-term borrowings | 37,696 | 10,704 | |
Accounts payable | 42,182 | 48,470 | |
Accrued compensation and related costs | 72,889 | 96,018 | |
Self-insured risks | 14,578 | 13,222 | |
Income taxes payable | 0 | 1,200 | |
Operating lease liability | 23,354 | 25,238 | |
Other accrued liabilities | 60,116 | 76,884 | |
Deferred revenues | 29,876 | 32,119 | |
Total Current Liabilities | 280,691 | 303,855 | |
Noncurrent Liabilities: | |||
Long-term debt and finance leases, less current installments | 219,680 | 164,315 | |
Operating lease liability | 86,556 | 88,408 | |
Deferred revenues | 24,716 | 23,786 | |
Accrued pension liabilities | 10,218 | 17,892 | |
Other noncurrent liabilities | 37,374 | 42,986 | |
Total Noncurrent Liabilities | 378,544 | 337,387 | |
Shareholders' Investment: | |||
Additional paid-in capital | 78,364 | 74,229 | |
Retained earnings | 230,085 | 266,369 | |
Accumulated other comprehensive loss | (193,971) | (180,441) | |
Shareholders' Investment Attributable to Shareholders of Crawford & Company | 162,883 | 211,965 | |
Noncontrolling interests | (1,550) | (568) | |
Total Shareholders' Investment | 161,333 | 211,397 | |
TOTAL LIABILITIES AND SHAREHOLDERS' INVESTMENT | 820,568 | 852,639 | |
Class A Non-Voting | |||
Shareholders' Investment: | |||
Common stock outstanding, value | 28,557 | 30,996 | |
Class B Voting | |||
Shareholders' Investment: | |||
Common stock outstanding, value | $ 19,848 | $ 20,812 | |
[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, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Allowance for doubtful accounts | $ 9,630 | $ 8,768 |
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 outstanding (shares) | 28,557 | 30,996 |
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) | 20,812 | |
Shares outstanding (shares) | 19,848 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows Unaudited - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash Flows From Operating Activities: | ||
Net (loss) income | $ (4,259,000) | $ 28,949,000 |
Reconciliation of net (loss) income to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 27,379,000 | 30,768,000 |
Goodwill impairment | 36,808,000 | 0 |
Stock-based compensation | 4,218,000 | 5,564,000 |
Gain on sale of property and equipment | (1,562,000) | (38,000) |
Contingent earnout adjustments | 3,246,000 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (9,329,000) | (7,352,000) |
Unbilled revenues, net | (23,537,000) | (18,990,000) |
Accrued or prepaid income taxes | (23,162,000) | (8,627,000) |
Accounts payable and accrued liabilities | (20,612,000) | 6,798,000 |
Deferred revenues | (191,000) | 2,130,000 |
Accrued retirement costs | (1,684,000) | (13,243,000) |
Prepaid expenses and other operating activities | (3,510,000) | (5,916,000) |
Net cash (used in) provided by operating activities | (16,195,000) | 20,043,000 |
Cash Flows From Investing Activities: | ||
Acquisitions of property and equipment | (4,983,000) | (5,251,000) |
Capitalization of computer software costs | (19,933,000) | (15,372,000) |
Proceeds from settlement of life insurance policies | 0 | 4,937,000 |
Payments for business acquisitions, net of cash acquired | (26,309,000) | (23,141,000) |
Cash proceeds from sale of property and equipment | 3,032,000 | 0 |
Net cash used in investing activities | (48,193,000) | (38,827,000) |
Cash Flows From Financing Activities: | ||
Cash dividends paid | (8,938,000) | (9,577,000) |
Repurchases of common stock | (26,749,000) | (6,076,000) |
Increases in revolving credit facility borrowings | 99,952,000 | 58,449,000 |
Payments on revolving credit facility borrowings | (15,129,000) | (31,808,000) |
Payments of contingent consideration on acquisitions | (2,118,000) | (1,683,000) |
Other financing activities | (87,000) | 629,000 |
Net cash provided by financing activities | 46,931,000 | 9,934,000 |
Effects of exchange rate changes on cash and cash equivalents | (2,351,000) | 1,123,000 |
Decrease in Cash, Cash Equivalents, and Restricted Cash | (19,808,000) | (7,727,000) |
Cash, Cash Equivalents, and Restricted Cash at Beginning of Year | 53,689,000 | 44,656,000 |
Cash, Cash Equivalents, and Restricted Cash at End of Period | $ 33,881,000 | $ 36,929,000 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Shareholders' Investment Unaudited - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Beginning balance | $ 184,508 | $ 195,476 | $ 211,397 | [1] | $ 215,554 | $ 202,558 | $ 186,928 | $ 211,397 | [1] | $ 186,928 |
Net income (loss) | (15,252) | 5,837 | 5,156 | 11,112 | 11,803 | 6,034 | ||||
Other comprehensive income (loss) | (5,583) | (4,975) | (3,276) | (3,621) | 4,061 | 12,576 | (13,834) | 13,016 | ||
Cash dividends paid | (2,904) | (2,920) | (3,114) | (3,183) | (3,196) | (3,198) | ||||
Stock-based compensation | 808 | 1,750 | 1,660 | 2,001 | 1,954 | 1,609 | ||||
Repurchases of common stock | (10,660) | (16,089) | (3,077) | (1,809) | (1,190) | |||||
Shares issued in connection with stock-based compensation plans, net | 821 | 1,119 | 289 | 6 | ||||||
Dividends paid to noncontrolling interests | (258) | (198) | (207) | |||||||
Decrease in value of noncontrolling interest due to acquisitions | (1,065) | (106) | ||||||||
Ending balance | 161,333 | 184,508 | 195,476 | 219,707 | 215,554 | 202,558 | 161,333 | 219,707 | ||
Common Stock | Class A Non-Voting | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Beginning balance | 28,428 | 29,587 | 30,996 | 30,723 | 30,850 | 30,847 | 30,996 | 30,847 | ||
Repurchases of common stock | (1,159) | (1,498) | (275) | (166) | (90) | |||||
Shares issued in connection with stock-based compensation plans, net | 129 | 89 | 165 | 39 | 93 | |||||
Ending balance | 28,557 | 28,428 | 29,587 | 30,613 | 30,723 | 30,850 | 28,557 | 30,613 | ||
Common Stock | Class B Voting | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Beginning balance | 19,848 | 20,092 | 20,812 | 22,429 | 22,451 | 22,510 | 20,812 | 22,510 | ||
Repurchases of common stock | (244) | (720) | (30) | (22) | (59) | |||||
Ending balance | 19,848 | 19,848 | 20,092 | 22,399 | 22,429 | 22,451 | 19,848 | 22,399 | ||
Additional Paid-In Capital | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Beginning balance | 77,550 | 75,800 | 74,229 | 70,813 | 68,715 | 67,193 | 74,229 | 67,193 | ||
Stock-based compensation | 808 | 1,750 | 1,660 | 2,001 | 1,954 | 1,609 | ||||
Repurchases of common stock | 0 | |||||||||
Shares issued in connection with stock-based compensation plans, net | 692 | (89) | 954 | 250 | (87) | |||||
Decrease in value of noncontrolling interest due to acquisitions | (686) | (106) | ||||||||
Ending balance | 78,364 | 77,550 | 75,800 | 73,768 | 70,813 | 68,715 | 78,364 | 73,768 | ||
Retained Earnings | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Beginning balance | 248,133 | 254,480 | 266,369 | 274,033 | 267,070 | 265,245 | 266,369 | 265,245 | ||
Net income (loss) | (15,144) | 5,830 | 5,096 | 11,195 | 11,780 | 6,064 | ||||
Cash dividends paid | (2,904) | (2,920) | (3,114) | (3,183) | (3,196) | (3,198) | ||||
Repurchases of common stock | (9,257) | (13,871) | (2,772) | (1,621) | (1,041) | |||||
Ending balance | 230,085 | 248,133 | 254,480 | 279,273 | 274,033 | 267,070 | 230,085 | 279,273 | ||
AOCL attributable to shareholders of Crawford & Company | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Beginning balance | (188,572) | (183,731) | (180,441) | (182,235) | (186,266) | (198,856) | (180,441) | (198,856) | ||
Other comprehensive income (loss) | (5,399) | (4,841) | (3,290) | (3,422) | 4,031 | 12,590 | ||||
Repurchases of common stock | 0 | |||||||||
Ending balance | (193,971) | (188,572) | (183,731) | (185,657) | (182,235) | (186,266) | (193,971) | (185,657) | ||
Shareholders' Investment Attributable to Shareholders of Crawford & Company | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Beginning balance | 185,387 | 196,228 | 211,965 | 215,763 | 202,820 | 186,939 | 211,965 | 186,939 | ||
Net income (loss) | (15,144) | 5,830 | 5,096 | 11,195 | 11,780 | 6,064 | ||||
Other comprehensive income (loss) | (5,399) | (4,841) | (3,290) | (3,422) | 4,031 | 12,590 | ||||
Cash dividends paid | (2,904) | (2,920) | (3,114) | (3,183) | (3,196) | (3,198) | ||||
Stock-based compensation | 808 | 1,750 | 1,660 | 2,001 | 1,954 | 1,609 | ||||
Repurchases of common stock | (10,660) | (16,089) | (3,077) | (1,809) | (1,190) | |||||
Shares issued in connection with stock-based compensation plans, net | 821 | 1,119 | 289 | 6 | ||||||
Decrease in value of noncontrolling interest due to acquisitions | (686) | (106) | ||||||||
Ending balance | 162,883 | 185,387 | 196,228 | 220,396 | 215,763 | 202,820 | 162,883 | 220,396 | ||
Noncontrolling Interests | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Beginning balance | (879) | (752) | (568) | (209) | (262) | (11) | (568) | (11) | ||
Net income (loss) | (108) | 7 | 60 | (83) | 23 | (30) | ||||
Other comprehensive income (loss) | (184) | (134) | 14 | (199) | 30 | (14) | ||||
Repurchases of common stock | 0 | |||||||||
Dividends paid to noncontrolling interests | (258) | (198) | (207) | |||||||
Decrease in value of noncontrolling interest due to acquisitions | (379) | |||||||||
Ending balance | $ (1,550) | $ (879) | $ (752) | $ (689) | $ (209) | $ (262) | $ (1,550) | $ (689) | ||
[1] Derived from the audited Consolidated Balance Sheet |
Condensed Consolidated Statem_7
Condensed Consolidated Statements of Shareholders' Investment Unaudited (Parenthetical) - $ / shares | 3 Months Ended | |||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | |
Class A Non-Voting | ||||||
Class of Stock [Line Items] | ||||||
Cash dividends paid (in dollars per share) | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 |
Class B Voting | ||||||
Class of Stock [Line Items] | ||||||
Cash dividends paid (in dollars per share) | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2022 | |
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, global pandemics such as COVID-19, and other macroeconomic uncertainties, the Company's operating results for the three and nine months ended September 30, 2022 and financial position as of September 30, 2022 are not necessarily indicative of the results or financial position that may be expected for the year ending December 31, 2022 or for other future periods. The financial results from the Company's operations outside of the U.S., Canada, the Caribbean, and certain subsidiaries in the Philippines, are reported and consolidated on a two-month delayed basis (fiscal year-end of October 31) as permitted by GAAP in order to provide sufficient time for accumulation of their results. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments (consisting only of normal recurring accruals and adjustments) considered necessary for a fair presentation have been included. There have been no material changes to our significant accounting policies and estimates from those disclosed in the Company's financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2021 other than as disclosed herein. In January 2022, the Company realigned its operating segments by moving to a geographic reporting structure consisting of North America Loss Adjusting, International Operations, Broadspire, and Platform Solutions. Certain prior period amounts among the Company’s reportable segments have been reclassified to conform to the current presentation. These reclassifications had no effect on the Company's reported consolidated results. Significant intercompany transactions have been eliminated in consolidation. The Condensed Consolidated Balance Sheet information presented herein as of December 31, 2021 has been derived from the audited consolidated financial statements as of that date. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021. The Company consolidates the liabilities of its deferred compensation plan and the related assets, which are held in a rabbi trust and also considered a variable interest entity ("VIE") of the Company. The rabbi trust was created to fund the liabilities of the Company's deferred compensation plan. The Company is considered the primary beneficiary of the rabbi trust because the Company directs the activities of the trust and can use the assets of the trust to satisfy the liabilities of the Company's deferred compensation plan. At September 30, 2022 and December 31, 2021, the liabilities of the deferred compensation pla n were $ 6,384,000 and $ 7,060,000 , respectively, which represented obligations of the Company rather than of the rabbi trust, and the values of the assets held in the related rabbi trust were $ 10,043,000 and $ 9,925,000 , respectively. These liabilities and assets are included in "Other noncurrent liabilities" and "Other noncurrent assets," respectively, on the Company's unaudited Condensed Consolidated Balance Sheets. Noncontrolling interests represent the minority shareholders' share of the net income or loss and 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 in the U.S., of which $ 6,481,000 remains deferred until December 31, 2022. The Canadian government enacted the Canada Emergency Wage Subsidy (“CEWS”) in 2020 to provide a wage subsidy to employers that suffered reductions in revenue resulting from the COVID-19 pandemic. The Company met the eligibility criteria to receive the wage subsidy in the first, second and third quarters of 2021. The wage subsidy is included in "Costs of services 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 CEWS benefits in the three and nine months ended September 30, 2021, respectively, and no benefits in the 2022 periods. There are no future benefits under the CEWS. |
Recently Issued Accounting Stan
Recently Issued Accounting Standards | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
Recently Issued Accounting Standards | 2. Recently Issued Accounting Standards Adoption of New Accounting Standards There were no recently issued accounting standards adopted by the Company. Pending Adoption of Recently Issued Accounting Standards Accounting for Contract Assets and Contract Liabilities from Contracts with Customers In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities in accordance with Accounting Standards Codification Topic 606. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, with early adoption permitted and should be applied prospectively to acquisitions occurring on or after the effective date. The Company does not expect to early adopt the accounting standards update. The adoption of this guidance is not expected to have a material effect on the Company's results of operations, financial condition, or cash flows. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2022 | |
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 North America Loss Adjusting and International Operations segments generate revenue for adjusting services provided to insurance companies and self-insured entities related to property and casualty losses caused by physical damage to commercial and residential real property and certain types of personal property. These segments also generate revenues for claims management services provided to insurance companies and self-insured entities related to large, complex losses with technical adjusting and industry experts servicing a broad range of industries. The Company charges on a fee-per-claim basis for each optional purchase of the claims management services exercised by its customer. The Company also performs Legal Services within its International Operations segment. Revenue is recognized over time as the performance obligations are satisfied through the effort expended to research, investigate, evaluate, document and report the claim and control of these services is transferred to the customer. Revenue is recognized based on the claim type for fixed fee claims applied utilizing a portfolio approach based on time elapsed for these claims. For claims billed on a time and expense incurred basis, which are considered variable consideration, the Company recognizes revenue at the amount in which it has the right to invoice for services performed. These methods of revenue recognition are the most accurate depiction of the transfer of the claims management services to the customer. Task assignment services are single optional purchase performance obligations which are generally satisfied at a point in time when the control of the service is transferred to the customer. Therefore, revenue is recognized when the customer receives the service requested. The following table presents North America Loss Adjusting revenues before reimbursements disaggregated by geography for the three and nine months ended September 30, 2022 and 2021: Three Months Ended Nine Months Ended (in thousands) September 30, September 30, September 30, September 30, U.S. $ 41,161 $ 43,276 $ 122,438 $ 113,999 Canada 25,661 21,058 74,597 62,845 Total North America Loss Adjusting Revenues before Reimbursements $ 66,822 $ 64,334 $ 197,035 $ 176,844 The following table presents International Operations revenues before reimbursements disaggregated by service line for the three and nine months ended September 30, 2022 and 2021: Three Months Ended Nine Months Ended (in thousands) September 30, September 30, September 30, September 30, UK $ 25,547 $ 32,530 $ 86,773 $ 93,744 Europe 20,535 21,851 68,217 66,802 Australia 24,602 20,131 63,052 58,652 Asia 5,196 4,671 16,376 14,015 Latin America 6,277 5,470 17,674 16,742 International Loss Adjusting $ 82,157 $ 84,653 $ 252,092 $ 249,955 Crawford Legal Services $ 3,909 $ 7,235 $ 16,956 $ 19,669 Total International Operations Revenues before Reimbursements $ 86,066 $ 91,888 $ 269,048 $ 269,624 The Company’s Broadspire segment is a third party administrator that generates revenue through its Claims Management and Medical Management service lines. The Claims Management service line includes Workers' Compensation, Liability, Property and Disability Claims Management. This service line also performs additional services such as Accident & Health claims programs, including Affinity type claims, and disability and leave management services. Each claim referred by the customer is considered an additional optional purchase of claims management services under the agreement with the customer. The transaction price is specified in the contract and is fixed for each service. Revenue is recognized over time as services are provided as the performance obligations are satisfied through the effort expended to research, investigate, evaluate, document, and report the claim and control of these services is transferred to the customer. Revenue is recognized based on historical claim closure rates and claim type applied utilizing a portfolio approach based on time elapsed for these claims as the Company believes this is the most accurate depiction of the transfer of the claims management services to its customer. Broadspire also provides Risk Management Information Services. For non-claim services provided in our Claims Management and Medical Management service lines, revenue is recognized over time as services are provided and control of these services is transferred to the customer. Revenue is recognized as time elapses as this is the most accurate depiction of the transfer of the service to the customer. The Company's obligation to manage claims under the Claims Management service line can range from less than one year , on a one- or two-year basis or for the lifetime of the claim. Under certain claims management agreements, the Company receives consideration from a customer at contract inception prior to transferring services to the customer, however, it would begin performing services immediately. The period between a customer’s payment of consideration and the completion of the promised services could be greater than one year. There is no difference between the amount of promised consideration and the cash selling price of the promised services. The fee is billed upfront by the Company in order to provide customers with simplified and predictable ways of purchasing its services and it is customary to invoice service fees when the claim is assigned. The Company considered whether a significant financing component exists and determined that there is not a significant financing component at the contract level. The Medical Management service line offers case managers who provide administration services by proactively managing medical treatment plans for claimants while facilitating an understanding of and participation in their rehabilitation process. Revenue for Medical Management services is recognized over time as the performance obligations are satisfied through the effort expended to manage the medical treatment for claimants and control of these services is transferred to the customer. Medical Management services are generally billed based on time incurred, are considered variable consideration, and revenue is recognized at the amount in which the Company has the right to invoice for services performed. This method of revenue recognition is the most accurate depiction of the transfer of the Medical Management service to the customer. Medical bill review services provide an analysis of medical charges for clients’ claims to identify opportunities for savings. Medical bill review services revenues are recognized over time as control of the service is transferred to the customer. Revenue is recognized based upon the transfer of the results of the medical bill review service to the customer as this is the most accurate depiction of the transfer of the service to the customer. The following table presents Broadspire revenues before reimbursements disaggregated by service line for the three and nine months ended September 30, 2022 and 2021: Three Months Ended Nine Months Ended (in thousands) September 30, September 30, September 30, September 30, Claims Management $ 40,275 $ 38,326 $ 120,252 $ 114,028 Medical Management 38,106 37,478 114,697 111,954 Total Broadspire Revenues before Reimbursements $ 78,381 $ 75,804 $ 234,949 $ 225,982 The Company's Crawford Platform Solutions segment principally generates revenues through its Contractor Connection, Networks and Subrogation service lines. The Contractor Connection service line generates revenue through its independently managed contractor network. Contractor Connection primarily generates revenue by receiving a fee for each project that is sold by its network of contractors. Revenue is recognized at a point in time once the consumer accepts the contractor's proposal as Contractor Connection’s performance obligation of referring projects to its contractors has been completed and the Company is entitled to consideration at that time. The contractor takes control of the service upon the consumer’s acceptance of the contractor’s proposal. The Networks service line generates revenues for claims management services provided to insurance companies and self-insured entities related to property, casualty and catastrophic losses. Networks also generates revenue by providing on-demand inspection, verification and other task specific field services for businesses and consumers. Revenue is recognized over time as the performance obligations are satisfied through the effort expended to research, investigate, evaluate, document and report the claim and control of these services is transferred to the customer. Revenue is recognized based on the claim type for fixed fee claims, applied utilizing a portfolio approach based on time elapsed for these claims. For claims billed on a time and expense incurred basis, which are considered variable consideration, the Company recognizes revenue at the amount in which it has the right to invoice for services performed. These methods of revenue recognition are the most accurate depiction of the transfer of the claims management services to the customer. The Subrogation service line provides subrogation recovery and consultative services for the property and casualty insurance industry. Revenue is recognized at a point in time when the subrogation is successful and cash consideration is received. The following table presents Platform Solutions revenues before reimbursements disaggregated by service line for the three and nine months ended September 30, 2022 and 2021: Three Months Ended Nine Months Ended (in thousands) September 30, September 30, September 30, September 30, Contractor Connection $ 17,453 $ 18,592 $ 50,112 $ 54,643 Networks 40,809 37,882 100,840 82,045 Subrogation 5,393 — 15,310 — Total Platform Solutions Revenues before Reimbursements $ 63,655 $ 56,474 $ 166,262 $ 136,688 In the normal course of business, the Company's segments incur certain out-of-pocket expenses that are thereafter reimbursed by its customers. The Company controls the promised good or service before it is transferred to its customer, therefore it is a principal in the transaction. These out-of-pocket expenses and associated reimbursements are reported on a gross basis within expenses and revenues, respectively, in the Company's unaudited Condensed Consolidated Statements of Operations. Arrangements with Multiple Performance Obligations For claims management services, the Company typically has one performance obligation; however, it also provides the customer with an option to acquire additional services. The Company sells multiple lines of claims processing and different levels of processing depending on the complexity of the claims. The Company typically provides a menu of offerings from which the customer chooses to purchase at its option. The price of each service is separate and distinct and provides a separate and distinct value to the customer. Pricing is consistent for each service irrespective of the other services or quantities requested by the customer. For example, if the Company provides claims processing for both auto and general liability, those services are priced and delivered independently. Performance-based fees The Company has contracts with certain clients within its International Operations that provide for additional fee revenues or revenue reductions based on its efficiency in managing claim portfolios and on the basis of claim outcomes and the resulting average claim costs for the respective portfolios. These amounts are in addition to, or a reduction of, the fee revenues discussed above. These performance-based revenues, which represent variable consideration, are based on performance metrics set forth in the underlying contracts. These are generally under multi-year contracts but with discrete individual contract year measurement periods that remain subject to adjustment until claim closure. Each period, the Company bases its estimates of performance-based revenues on an individual contract year basis, which are subject to adjustment in future years based on changes in average claim costs. Accordingly, the amounts represent the Company's best estimate of amounts earned using historical averages and other factors. Because the expectation of the ultimate contingent revenue amounts to be earned can vary from period to period, these estimates might change significantly from quarter to quarter, and such adjustments may occur in future periods until the individual contract year measurement period is closed. Variable consideration is recognized when the Company concludes, based on all the facts and information available at the reporting date, that it is probable that a significant revenue reversal will not occur in future periods. Contract Balances The timing of revenue recognition, billings and cash collections result in billed accounts receivables, contract assets (reported as "Unbilled revenues at estimated billable amounts") and contract liabilities (reported as "Deferred revenues") on the Company’s unaudited Condensed Consolidated Balance Sheets. Unbilled revenues is a contract asset for revenue that has been recognized in advance of billing the customer, resulting from professional services delivered that the Company expects and is entitled to receive as consideration under certain contracts. Billing requirements vary by contract but substantially all unbilled revenues are billed within one year . When the Company receives consideration from a customer prior to transferring services to the customer under the terms of certain claims management agreements, it records deferred revenues on the Company’s unaudited Condensed Consolidated Balance Sheets, which represents a contract liability. These fixed-fee service agreements typically result from the Broadspire segment and require the Company to handle claims on either a one- or two-year basis, or for the lifetime of the claim. In cases where it handles a claim on a non-lifetime basis, the Company typically receives an additional fee on each anniversary date that the claim remains open. For service agreements where it provides services for the life of the claim, the Company is paid one upfront fee regardless of the duration of the claim. The Company recognizes deferred revenues as revenues as it performs services and transfers control of the services to the customer and satisfies the performance obligation which it determines utilizing a portfolio approach. The Company's deferred revenues for claims handled for one or two years are not as sensitive to changes in claim closing rates since the performance obligations are satisfied within a fixed length of time . Deferred revenues for lifetime claim handling are more sensitive to changes in claim closing rates since the Company is obligated to handle these claims to conclusion with no additional fees received for long-lived claims. For all fixed fee service agreements, revenues are recognized over the expected service periods by type of claim. Based upon its historical averages, the Company closes approximately 98 % of all cases referred to it under lifetime claim service agreements within five years from the date of referral. Also, within that five-year period, the percentage of cases remaining open in any one particular year has remained relatively consistent from period to period. Each quarter the Company evaluates its historical case closing rates by type of claim utilizing a portfolio approach and makes adjustments to deferred revenues as necessary. As a portfolio approach is utilized to recognize deferred revenues, any changes in estimates will impact the timing of revenue recognition and any changes in estimates are recognized in the period in which they are determined. The table below presents the deferred revenues balance as of January 1, 2022 and the significant activity affecting deferred revenues during the nine months ended September 30, 2022: (In Thousands) Customer Contract Liabilities Deferred Balance at January 1, 2022 $ 55,905 Quarterly additions 19,621 Revenue recognized from the prior periods ( 14,682 ) Revenue recognized from current quarter additions ( 4,785 ) Balance as of March 31, 2022 $ 56,059 Quarterly additions 18,201 Revenue recognized from the prior periods ( 15,797 ) Revenue recognized from current quarter additions ( 4,497 ) Balance as of June 30, 2022 $ 53,966 Quarterly additions 18,947 Revenue recognized from the prior periods ( 13,864 ) Revenue recognized from current quarter additions ( 4,457 ) Balance as of September 30, 2022 $ 54,592 Remaining Performance Obligations As of September 30, 2022, the Company had $ 94,831,000 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 where the claims processing has not yet occurred. The Company expects to recognize approximately 70 % of our remaining performance obligations as revenues within one year and the remaining balance thereafter. Costs to Obtain a Contract The Company has a sales incentive compensation program where remuneration is based on the revenues recognized in the period. The remuneration does not represent an incremental cost to the Company that provides a future benefit expected to be longer than one year and would meet the criteria to be capitalized and presented as a contract asset on the Company's unaudited Condensed Consolidated Balance Sheets. Practical Expedients Elected As a practical expedient, the Company does not adjust the consideration in a contract for the effects of a significant financing component, when the period between a customer’s payment of consideration and the transfer of promised services to the customer is expected be one year or less at contract inception. For claims management services that are billed on a time and expense incurred or per unit basis, the Company recognizes revenue at the amount to which it has the right to invoice for services performed. The Company does not disclose the value of remaining performance obligations for (i) contracts for which it recognizes revenue at the amount to which it has the right to invoice for services performed, or (ii) contracts with variable consideration allocated entirely to a single performance obligation. |
Credit Losses
Credit Losses | 9 Months Ended |
Sep. 30, 2022 | |
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, 2022 | |
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, amounts related to uncertain income tax positions and goodwill impairments. The provision for income taxes on consolidated income before income taxes totaled a benefit of $( 13,286,000 ) and a provision of $ 4,866,000 for the three months ended September 30, 2022 and 2021. The overall effective tax rate increased to 46.6 % for the three months ended September 30, 2022 compared with 30.5 % for the 2021 period primarily due to the impact of a partially non-deductible goodwill impairment. The provision for income taxes on consolidated income before income taxes totaled a benefit of $( 8,092,000 ) and a provision of $ 10,927,000 for the nine months ended September 30, 2022 and 2021 . The overall effective tax rate increased to 65.5 % for the nine months ended September 30, 2022 compared with 27.4 % for the 2021 period primarily due to the impact of a partially non-deductible goodwill impairment. |
Defined Benefit Pension Plans
Defined Benefit Pension Plans | 9 Months Ended |
Sep. 30, 2022 | |
Retirement Benefits [Abstract] | |
Defined Benefit Pension Plans | 6. Defined Benefit Pension Plans Net periodic benefit related to all of the Company's defined benefit pension plans recognized in the Company's unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2022 and 2021 included the following components: Three Months Ended Nine Months Ended (in thousands) September 30, September 30, September 30, September 30, Service cost $ 315 $ 302 $ 1,006 $ 921 Interest cost 3,284 2,858 10,079 8,533 Expected return on assets ( 6,250 ) ( 6,348 ) ( 19,090 ) ( 18,968 ) Amortization of actuarial loss 2,501 2,589 7,533 7,760 Net periodic (benefit) $ ( 150 ) $ ( 599 ) $ ( 472 ) $ ( 1,754 ) For the three months ended September 30, 2022 and 2021, the non-service components of net periodic pension benefit of $( 465,000 ) and $( 901,000 ) , respectively, are included in "Other Income, net" on the unaudited Condensed Consolidated Statement of Operations. For the nine months ended September 30, 2022 and 2021, the non-service components of net periodic pension benefit of $( 1,478,000 ) and $( 2,675,000 ) , respectively, are included in "Other Income, net" on the unaudited Condensed Consolidated Statement of Operations. For the nine months ended September 30, 2022 , the Company made no contributions to the U.S. defined benefit pension plan and $ 487,000 to the U.K. defined benefit pension plans, as compared with $ 9,000,000 of contributions to the U.S. defined benefit pension plan and $ 526,000 to the U.K. defined benefit pension plans during the nine months ended September 30, 2021 , respectively. |
Net Income Attributable to Shar
Net Income Attributable to Shareholders of Crawford & Company per Common Share | 9 Months Ended |
Sep. 30, 2022 | |
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. During 2021 and 2022, the Board of Directors has declared the same dividend on CRD-A and CRD-B. The computations of basic net income attributable to shareholders of Crawford & Company per common share were as follows: Three Months Ended 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 (Loss) earnings per share - basic: Numerator: Allocation of undistributed (loss) earnings $ ( 10,647 ) $ ( 7,401 ) $ 4,632 $ 3,380 $ ( 7,797 ) $ ( 5,359 ) $ 11,257 $ 8,205 Dividends paid 1,713 1,191 1,839 1,344 5,299 3,639 5,539 4,038 Net (loss) income attributable to common shareholders, basic $ ( 8,934 ) $ ( 6,210 ) $ 6,471 $ 4,724 $ ( 2,498 ) $ ( 1,720 ) $ 16,796 $ 12,243 Denominator: Weighted-average common shares outstanding, basic 28,553 19,848 30,711 22,407 29,397 20,202 30,786 22,438 (Loss) earnings per share - basic $ ( 0.31 ) $ ( 0.31 ) $ 0.21 $ 0.21 $ ( 0.08 ) $ ( 0.09 ) $ 0.55 $ 0.55 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 (Loss) earnings per share - diluted: Numerator: Allocation of undistributed (loss) earnings $ ( 10,647 ) $ ( 7,401 ) $ 4,710 $ 3,302 $ ( 7,797 ) $ ( 5,359 ) $ 11,428 $ 8,034 Dividends paid 1,713 1,191 1,839 1,344 5,299 3,639 5,539 4,038 Net (loss) income attributable to common shareholders, diluted $ ( 8,934 ) $ ( 6,210 ) $ 6,549 $ 4,646 $ ( 2,498 ) $ ( 1,720 ) $ 16,967 $ 12,072 Denominator: Weighted-average common shares outstanding, basic 28,553 19,848 30,711 22,407 29,397 20,202 30,786 22,438 Weighted-average effect of dilutive securities — — 1,243 — — — 1,130 — Weighted-average common shares outstanding, diluted 28,553 19,848 31,954 22,407 29,397 20,202 31,916 22,438 (Loss) earnings per share - diluted $ ( 0.31 ) $ ( 0.31 ) $ 0.20 $ 0.21 $ ( 0.08 ) $ ( 0.09 ) $ 0.53 $ 0.54 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 1,542 352 1,542 706 Performance stock grants excluded because performance conditions have not been met (1) 816 396 759 318 (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, 2022 and 2021, including restricted shares that were returned prior to vesting. These shares are included from their dates of issuance in the weighted-average common shares used to compute basic and diluted earnings per share for CRD-A in the table above. There were no shares of CRD-B issued during any of these periods. Three Months Ended Nine Months Ended (in thousands) September 30, September 30, September 30, September 30, CRD-A issued under the Non-Employee Director Stock Plan 5 — 99 67 CRD-A issued under the U.K. ShareSave Scheme — 5 — 70 CRD-A issued under the Employee Stock Purchase Plan 124 159 124 159 CRD-A issued under the 2016 Omnibus Stock and Incentive Plan — — ( 6 ) — 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, 2022, there were no remaining shares authorized to repurchase under the 2019 Repurchase Authorization. Effective November 4, 2021, the Company’s Board of Directors authorized the repurchase of up to 2,000,000 shares of CRD-A or CRD-B (or a combination of the two) through December 31, 2023 (the “2021 Repurchase Authorization”). On February 10, 2022, the Company's Board of Directors authorized the addition of 5,000,000 shares of CRD-A or CRD-B (or a combination of the two) to its 2021 Repurchase Authorization which had a remaining authorization to purchase 413,317 shares at December 31, 2021. Under the new repurchase program, repurchases may be made through December 31, 2023 in the open mar ket or privately negotiated transactions at such times and for such prices as management deems appropriate, subject to applicable regulatory guidelines. The new authorization does not obligate Crawford to acquire any stock, and purchases may be commenced or suspended at any time based on market conditions and other factors that the Company deems appropriate. At September 30, 2022, there were 1,793,371 remaining shares authorized to repurchase under the 2021 Repurchase Authorization. During the nine months ended September 30, 2022, the Company repurchased 2,656,474 shares of CRD-A and 963,472 shares CRD-B at an average cost of $ 7.41 and $ 7.32 , respectively. During the nine months ended September 30, 2021 , the Company repurchased 530,598 shares of CRD-A and 111,499 shares of CRD-B at an average cost of $9.63 and $ 8.68 , respectively. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 9 Months Ended |
Sep. 30, 2022 | |
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 (losses) gains from intra-entity loans that are long-term in nature of $( 590,786 ) and $ 1,018,000 for the three and nine months ended September 30, 2022 , respectively. The changes in components of "Accumulated other comprehensive loss" ("AOCL"), net of taxes and noncontrolling interests, included in the Company's unaudited condensed consolidated financial statements were as follows: Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 (in thousands) Foreign Retirement AOCL Foreign Retirement AOCL Beginning balance $ ( 33,584 ) $ ( 154,988 ) $ ( 188,572 ) $ ( 21,760 ) $ ( 158,681 ) $ ( 180,441 ) Other comprehensive loss before reclassifications ( 7,237 ) — ( 7,237 ) ( 19,061 ) — ( 19,061 ) Amounts reclassified from accumulated other comprehensive income to net income — 1,838 1,838 — 5,531 5,531 Net current period other comprehensive (loss) income ( 7,237 ) 1,838 ( 5,399 ) ( 19,061 ) 5,531 ( 13,530 ) Ending balance $ ( 40,821 ) $ ( 153,150 ) $ ( 193,971 ) $ ( 40,821 ) $ ( 153,150 ) $ ( 193,971 ) 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 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 (loss) 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 ) (1) Retirement liabilities reclassified to net income are related to the amortization of actuarial losses and are included in "Other Income, net" in the Company's unaudited Condensed Consolidated Statements of Operations. See Note 6, "Defined Benefit Pension Plans" for additional details. The other comprehensive loss amounts attributable to noncontrolling interests presented in the Company's unaudited Condensed Consolidated Statements of Shareholders' Investment are foreign currency translation adjustments. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
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, 2022 Significant Other Significant Quoted Prices in Observable Unobservable Active Markets Inputs Inputs (in thousands) Total (Level 1) (Level 2) (Level 3) Assets: Money market funds (1) $ 10,075 $ 10,075 $ — $ — Liabilities: Contingent earnout liability (2) 17,130 — — 17,130 (1) The fair values of the money market funds were based on recently quoted market prices and reported transactions in an active marketplace. Money market funds are included in the Company's unaudited Condensed Consolidated Balance Sheets as "Cash and cash equivalents." (2) The contingent earnout liability relates to businesses acquired since 2020. See Note 12, "Business Acquisitions" for more information. The Level 3 fair value of the contingent earnout liability was estimated using internally-prepared revenue and EBITDA projections, and discount rates determined using a combination of observable and unobservable market data. The Company recognized a pretax contingent earnout expense totaling $ 887,000 and $ 3,246,000 in the three and nine months ended September 30, 2022 related to the fair value adjustment of earnout liabilities arising from recent acquisitions. The fair value adjustment is based on changes to projections of acquired entities over the respective earnout periods, which span multiple years. The fair value of the contingent earnout liability is included in "Other accrued liabilities" and "Other noncurrent liabilities" on the Company's Consolidated Balance Sheets, based upon the term of the contingent earnout agreement . Fair Value Disclosures There were no transfers of assets between fair value levels during the three and nine months ended September 30, 2022. The categorization of assets and liabilities within the fair value hierarchy and the measurement techniques are reviewed quarterly. Any transfers between levels are deemed to have occurred at the end of the quarter. The fair values of accounts receivable, unbilled revenues, accounts payable and short-term borrowings approximate their respective carrying values due to the short-term maturities of the instruments. The interest rate on the Company's variable rate long-term debt resets at least every 90 days ; therefore, the recorded value approximates fair value. These assets and liabilities are measured within Level 2 of the fair value hierarchy. Nonrecurring Fair Value Disclosures Goodwill is an asset that represents the excess of the purchase price over the fair value of the separately identifiable net assets (tangible and intangible) acquired in certain business combinations. Indefinite-lived intangible assets consist of trade names associated with acquired businesses. Goodwill and indefinite-lived intangible assets are not amortized, but are subject to impairment testing at least annually. Other long-lived assets consist primarily of property and equipment, deferred income tax assets, capitalized software, and amortizable intangible assets related to customer relationships, technology, and trade names with finite lives. Other long-lived assets are evaluated for impairment when impairment indicators are identified. Subsequent to a business acquisition in which goodwill and indefinite-lived intangibles are recorded as assets, post-acquisition accounting requires that both be tested to determine whether there has been an impairment. The Company performs an impairment test of goodwill and indefinite-lived intangible assets at least annually on October 1 of each year. The Company regularly evaluates whether events and circumstances have occurred which indicate potential impairment of goodwill or indefinite-lived intangible assets. When factors indicate that such assets should be evaluated for possible impairment between the scheduled annual impairment tests, the Company performs an interim impairment test. Goodwill impairment testing is performed on a reporting unit basis. If the fair value of the reporting unit exceeds its carrying value, including goodwill, goodwill is considered not impaired. If the carrying value of a reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The loss recognized cannot subsequently be reversed. 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. In our interim goodwill impairment test as of August 31, 2022 disclosed below, we also used the adjusted book value method to estimate the fair value of our Crawford Legal Services reporting unit. In accordance with the accounting guidance, the Company performed a goodwill impairment assessment immediately before and after the January 1, 2022 change in operating segments, neither of which resulted in any additional impairment charges. During the second quarter of 2022, the Company identified a goodwill impairment indicator in our International Operations reporting unit as a result of lower operating results compared to forecast. The Company performed an interim quantitative goodwill impairment test and determined no goodwill impairment existed. During the third quarter of 2022, the Company identified goodwill impairment indicators in our International Operations reporting unit and Crawford Legal Services reporting unit, which are reflected in our International Operations reportable segment, as a result of a reduction in forecasted revenue and earnings, higher interest rates, and a lower Crawford & Company stock price. The Company also identified goodwill impairment indicators in its North America Loss Adjusting and Platform Solutions reportable segments related to the edjuster Inc. and Praxis Consulting Inc. reporting units, respectively, as these reporting units had minimal historical excess of fair value over the carrying value due to being recent acquisitions, given higher interest rates and a lower Crawford & Company stock price. As a result of these indicators, the Company performed an interim quantitative goodwill impairment test as of August 31, 2022 and recognized a pretax goodwill impairment of $ 36,808,000 . The goodwill impairment charge reduced the carrying value of goodwill in the Company's edjuster Inc. and Praxis Consulting Inc. reporting units by $ 3,366,000 and $ 10,650,000 million, respectively. Goodwill related to the Company's International Operations and Crawford Legal Services reporting units was fully impaired with a charge of $ 19,640,000 and $ 3,152,000 , respectively. The key assumptions used in estimating the fair value of the Company's reporting units as of August 31, 2022 utilizing the income approach include the discount rate and the terminal growth rate. The discount rates utilized in estimating the fair value of the Company's reporting units as of August 31, 2022 range between 15.5 % and 18.0 %, reflecting its assessment of a market participant's view of the risks associated with the projected cash flows. The terminal growth rate used in the analysis was 2.0 %. The assumptions used in estimating the fair values are based on currently available data and management's best estimate of revenues, EBITDA margin, and cash flows and, accordingly, a change in market conditions or other factors could have a material effect on the estimated values. There are inherent uncertainties related to the assumptions used and to management's application of these assumptions. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | 10. Segment Information As of January 1, 2022, the Company has realigned its operating segments by moving to a geographic reporting structure consisting of North America Loss Adjusting, International Operations, Broadspire, and Platform Solutions. The Company's revised reportable segments are comprised of the following: • North America Loss Adjusting, which services the North American property and casualty market. This is comprised of the previously reported Crawford Loss Adjusting segment in the U.S. and Canada, including Global Technical Services and edjuster. The Canadian operations include all operations within that country, including those previously reported within the Crawford TPA Solutions and Crawford Platform Solutions segments. • International Operations, which services the global property and casualty market outside North America. This is comprised of the previously reported Crawford Loss Adjusting segment outside of North America, including Crawford Legal Services which was previously within the Crawford TPA Solutions segment. The International Operations include all operations within the respective countries, including those previously reported within the Crawford TPA Solutions and Crawford Platform Solutions segments. • Broadspire, which provides third party administration for workers' compensation, auto and liability, disability absence management, medical management, and accident and health to corporations, brokers and insurers in the U.S. • Platform Solutions, which consists of the Contractor Connection, Networks, and Subrogation service lines in the U.S. The Networks service line includes Catastrophe operations and WeGoLook. Financial information for the three and nine months ended September 30, 2022 and 2021 related to the Company's reportable segments, including a reconciliation from segment operating earnings to income before income taxes, the most directly comparable GAAP financial measure, is presented below: Three Months Ended Nine Months Ended (in thousands) September 30, September 30, September 30, September 30, Revenues: North America Loss Adjusting $ 66,822 $ 64,334 $ 197,035 $ 176,844 International Operations 86,066 91,888 269,048 269,624 Broadspire 78,381 75,804 234,949 225,982 Platform Solutions 63,655 56,474 166,262 136,688 Total segment revenues before reimbursements 294,924 288,500 867,294 809,138 Reimbursements 11,493 9,062 30,564 27,124 Total revenues $ 306,417 $ 297,562 $ 897,858 $ 836,262 Segment Operating Earnings (Loss) North America Loss Adjusting $ 3,678 $ 4,362 $ 10,508 $ 11,804 International Operations ( 3,849 ) 1,947 ( 7,623 ) 3,400 Broadspire 6,198 6,939 20,299 20,243 Platform Solutions 10,080 9,724 22,714 22,833 Total segment operating earnings 16,107 22,972 45,898 58,280 Deduct: Unallocated corporate and shared costs, net ( 1,907 ) ( 2,173 ) ( 5,732 ) ( 4,835 ) Net corporate interest expense ( 2,903 ) ( 1,648 ) ( 6,201 ) ( 4,443 ) Stock option expense ( 142 ) ( 296 ) ( 478 ) ( 700 ) Amortization of customer-relationship intangible assets ( 1,998 ) ( 2,877 ) ( 5,784 ) ( 8,426 ) Contingent earnout adjustments ( 887 ) — ( 3,246 ) — Goodwill impairment ( 36,808 ) — ( 36,808 ) — (Loss) income before income taxes $ ( 28,538 ) $ 15,978 $ ( 12,351 ) $ 39,876 Operating earnings is the primary financial performance measure used by the Company's senior management and chief operating decision maker ("CODM") to evaluate the financial performance of the Company's operating segments and make resource allocation and certain compensation decisions. The Company believes this measure is useful to investors in that it allows them to evaluate segment operating performance using the same criteria used by the Company's senior management and CODM. Operating earnings will differ from net income computed in accordance with GAAP since operating earnings represents segment earnings before certain unallocated corporate and shared costs and credits, net corporate interest expense, stock option expense, amortization of customer-relationship intangible assets, contingent earnout adjustments, goodwill impairments, income taxes, and net income or loss attributable to noncontrolling interests. Segment operating earnings includes allocations of certain corporate and shared costs. If the Company changes its allocation methods or changes the types of costs that are allocated to its four operating segments, prior period amounts presented in the current period financial statements are adjusted to conform to the current allocation process. Intersegment transactions are not material for any period presented. Certain of the Company’s reportable segments represent the aggregation of certain business units which represent separate operating segments. Revenues before reimbursements by major service line in the International Operations, Broadspire and Platform Solutions segments are shown in the following table. The Company considers all North America Loss Adjusting revenues to be primarily derived from one service line. Three Months Ended Nine Months Ended (in thousands) September 30, September 30, September 30, September 30, International Operations International Loss Adjusting $ 82,157 $ 84,653 $ 252,092 $ 249,955 Crawford Legal Services 3,909 7,235 16,956 19,669 Total Revenues before Reimbursements--International Operations $ 86,066 $ 91,888 $ 269,048 $ 269,624 Broadspire Claims Management $ 40,275 $ 38,326 $ 120,252 $ 114,028 Medical Management 38,106 37,478 114,697 111,954 Total Revenues before Reimbursements--Broadspire $ 78,381 $ 75,804 $ 234,949 $ 225,982 Platform Solutions Contractor Connection $ 17,453 $ 18,592 $ 50,112 $ 54,643 Networks 40,809 37,882 100,840 82,045 Subrogation 5,393 — 15,310 — Total Revenues before Reimbursements--Platform Solutions $ 63,655 $ 56,474 $ 166,262 $ 136,688 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
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 to satisfy certain of its own contractual requirements. At September 30, 2022 , the aggregate committed amount of letters of credit outstanding under the credit facility was $ 8,777,000 . In the normal course of its business, the Company is sometimes named as a defendant or responsible party in suits or other actions by insureds or claimants contesting decisions made by the Company or its clients with respect to the settlement of claims. Additionally, certain clients of the Company have in the past brought, and may, in the future bring, claims for indemnification on the basis of alleged actions by the Company, its agents, or its employees in rendering services to clients. The majority of these claims are of the type covered by insurance maintained by the Company. However, the Company is responsible for the deductibles and self-insured retentions under various insurance coverages. In the opinion of Company management, adequate provisions have been made for such known and foreseeable risks. However, given the inherent unpredictability of litigation and disputes related to these matters, it is possible an adverse outcome or settlement, if not covered by insurance, could have a material effect on the Company's results of operations, financial position, or cash flows. The Company is subject to numerous federal, state, and foreign labor, employment, worker health and safety, antitrust and competition, environmental and consumer protection, import/export, anti-corruption, and other laws. From time to time the Company faces claims and investigations by employees, former employees, and governmental entities under such laws or employment contracts with such employees or former employees. In addition, the Company may on occasion be engaged in disputes with certain of its clients, vendors or other trading partners. Such claims, investigations, negotiations, and any litigation involving the Company could divert management's time and attention from the Company's business operations and could potentially result in substantial costs of defense, settlement or other disposition, which could have a material adverse effect on the Company's results of operations, financial position, and cash flows. In the opinion of Company management, adequate provisions have been made for any items that are probable and reasonably estimable. |
Business Acquisitions
Business Acquisitions | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Business Acquisitions | 12. Business Acquisitions HBA Group Acquisition On November 1, 2020, the Company acquired 100 % of HBA Group and its subsidiaries ("HBA") in Australia. HBA is a legal services provider that complements the Company’s International Operations segment in Australia. The acquisition was funded primarily through additional borrowings under the Company's credit facility. The purchase price included an initial cash payment of $ 4,026,000 and a maximum of $ 3,200,000 payable over four years based on achievement of certain revenue and EBITDA performance goals as set forth in the purchase agreement. The acquisition accounting was based on the fair value of the acquisition consideration transferred to the sellers, assets acquired, and liabilities assumed as of the acquisition date. At the acquisition date, the fair value of the contingent consideration payable was estimated to be $ 2,409,000 . At September 30, 2022, there were no material changes in the range of expected outcomes or the fair value of the contingent consideration from the acquisition date. Significant assumptions and estimates used in the valuation of intangible assets and contingent consideration included, but were not limited to future expected cash flows, including projected revenues and expenses, estimated customer attrition rates, and the applicable discount rates. These assumptions and estimates were level 3 inputs and based on assumptions that the Company believes to be reasonable. However, actual results may differ from these estimates. Final acquisition accounting for this acquisition was completed as of March 31, 2022. Adjustments recorded during the first quarter included a reduction in goodwill and deferred tax liability of $ 827,000 . The financial results of certain of the Company’s international subsidiaries, including HBA, are included in the Company’s consolidated financial statements on a two-month delayed basis. Goodwill is attributable to the synergies of the work force in place and business resources as a result of the combination of the companies. The Company does not expect that goodwill attributable to the acquisition will be deductible for tax purposes. edjuster Inc. Acquisition On August 23, 2021, the Company acquired 100 % of edjuster Inc. in Canada and its U.S. subsidiary (collectively "edjuster"). edjuster is a technology-enabled, end-to-end contents services provider and platform. This acquisition enables the Company to expand its capability in the North American claims contents services market. The purchase price included an initial cash payment of $ 20,875,000 , a working capital adjustment of $ 433,000 , and an earn-out potential up to $ 13,334,000 based on the achievement of certain EBITDA performance goals over two one-year periods, beginning January 2022. The acquisition was funded primarily through additional borrowings under the Company’s credit facility. The results of edjuster are reported in the North America Loss Adjusting segment. Goodwill is attributable to the assembled workforce acquired, and expected revenue and cost synergies as a result of the combination of the companies. The Company does not expect that goodwill attributable to the acquisition will be deductible for tax purposes. The preliminary acquisition accounting was based on the fair value of the acquisition consideration transferred to the sellers, assets acquired and liabilities assumed as of the acquisition date. At the acquisition date, the fair value of the contingent consideration payable was estimated to be $ 2,437,000 . At September 30, 2022, there were no material changes in the range of expected outcomes and the fair value of the contingent consideration from the acquisition date. Significant assumptions and estimates included, but were not limited to future expected cash flows, including projected revenues and expenses, estimated customer attrition rates, royalty rates, and the applicable discount rates. These assumptions and estimates were level 3 inputs and based on assumptions that the Company believes to be reasonable. However, actual results may differ from these estimates. Final acquisition accounting for this acquisition was completed as of September 30, 2022. Praxis Consulting Inc. Acquisition On October 1, 2021, the Company acquired assets and certain liabilities of Praxis Consulting Inc. ("Praxis"), an established subrogation claims service provider in the U.S. The acquisition allows the Company to expand its footprint in the U.S. subrogation claims market. The acquisition was funded primarily through additional borrowings under the Company’s credit facility. The purchase price included a cash payment of $ 21,544,000 , a working capital adjustment payable of $ 735,000 , a deferred cash payment of $ 20,000,000 which was paid in February 2022, and an earn-out potential up to $ 10,000,000 based on the achievement of certain revenue performance goals over two one-year periods, beginning February 2022. The acquisition accounting is based on the fair value of the acquisition consideration transferred to the sellers, assets acquired and liabilities assumed as of the acquisition date. The fair value of the contingent consideration payable increased to $ 7,569,000 at September 30, 2022 from $ 4,068,000 at the acquisition date based on revised internal revenue forecasts. Accordingly, the Company recognized $ 3,501,000 from changes in the fair value of contingent consideration related to this acquisition in "Selling, general, and administrative expenses" on the Consolidated Statement of Operations during the nine months ended September 30, 2022. Significant assumptions and estimates used in the valuation of intangible assets and contingent consideration included, but were not limited to future expected cash flows, including projected revenues and expenses, estimated customer attrition rates, and the applicable discount rates. These assumptions and estimates were level 3 inputs and based on assumptions that the Company believes to be reasonable. However, actual results may differ from these estimates. The Company is in the process of reviewing the fair value of the assets and liabilities assumed, including, but not limited to intangible assets, accrued expenses, tax liabilities and goodwill. As additional information becomes available, the Company may further revise its preliminary acquisition accounting during the remainder of the measurement period, which will not exceed 12 months from the date of acquisition. The Company may update certain assumptions and inputs to incorporate additional information obtained subsequent to the closing of the transaction related to facts and circumstances that existed as of the acquisition date. The results of Praxis Consulting are reported in the Platform Solutions segment. Goodwill is attributable to the synergies of the work force in place and business resources as a result of the combination of the companies. The Company expects that goodwill attributable to the acquisition will be deductible for tax purposes. BosBoon Expertise Group B.V. Acquisition On October 1, 2021, the Company acquired BosBoon Expertise Group B.V. ("BosBoon"), a specialist loss adjusting company based in the Netherlands. The acquisition supports the Company's strategic aim of strengthening its expertise in all key territories in which it operates. BosBoon offers a specialist range of loss adjusting services which will be added to the existing loss adjusting proposition in the Netherlands. The acquisition was funded primarily through additional borrowings under the Company’s credit facility. The purchase price included an initial cash payment of $ 2,066,000 , net of working capital adjustments, and an earn-out potential up to $ 1,854,000 based on the achievement of EBITDA performance goals and other nonfinancial milestones over two one-year periods, beginning January 2022. The acquisition accounting is based on the fair value of the acquisition consideration transferred to the sellers, assets acquired and liabilities assumed as of the acquisition date. At the acquisition date, the fair value of the contingent consideration payable was estimated to be $ 568,000 . At September 30, 2022, there were no material changes in the range of expected outcomes and the fair value of the contingent consideration from the acquisition date. Significant assumptions and estimates used in the valuation of intangible assets and contingent consideration included, but were not limited to future expected cash flows, including projected revenues and expenses, estimated customer attrition rates, and the applicable discount rates. These assumptions and estimates were level 3 inputs and based on assumptions that the Company believes to be reasonable. However, actual results may differ from these estimates. The Company is in the process of reviewing the fair value of the assets and liabilities assumed, including, but not limited to intangible assets, accrued expenses, tax liabilities and goodwill. As additional information becomes available, the Company may further revise its preliminary acquisition accounting during the remainder of the measurement period, which will not exceed 12 months from the date of acquisition. The Company may update certain assumptions and inputs to incorporate additional information obtained subsequent to the closing of the transaction related to facts and circumstances that existed as of the acquisition date. The financial results of certain of the Company’s international subsidiaries, including BosBoon, are included in the Company’s consolidated financial statements on a two-month delayed basis. The results of BosBoon are reported in the International Operations segment. Goodwill is attributable to the synergies of the work force in place and business resources as a result of the combination of the companies. The Company does not expect that goodwill attributable to the acquisition will be deductible for tax purposes. R.P. van Dijk B.V. Acquisition On April 1, 2022, the Company purchased assets associated with R.P. van Dijk B.V. ("Van Dijk"), a bodily injury loss adjusting company based in the Netherlands. The acquisition was funded primarily through additional borrowings under the Company’s credit facility. The purchase price includes an initial cash consideration of $ 4,313,000 , and an earn-out potential up to $ 2,200,000 payable over the next two years based on the achievement of revenue performance goals and other nonfinancial milestones over two one-year periods, beginning April 2022. This acquisition expands the Company's network in the Netherlands and strengthen its bodily injury loss adjusting service offering by adding a highly qualified team of adjusters experienced in managing complex loss events resulting in injury or death, as well as handling medical liability claims. The acquisition supports the Company's strategic aim of strengthening its expertise in all key territories in which it operates. The acquisition accounting is based on the fair value of the acquisition consideration transferred to the sellers, assets acquired and liabilities assumed as of the acquisition date. At the acquisition date, the fair value of the contingent consideration payable was estimated to be $ 1,342,000 . At September 30, 2002, there were no material changes in the range of expected outcomes and the fair value of the contingent consideration from the acquisition date. Significant assumptions and estimates used in the valuation of intangible assets and contingent consideration included, but were not limited to future expected cash flows, including projected revenues and expenses, estimated customer attrition rates, and the applicable discount rates. These assumptions and estimates were level 3 inputs and based on assumptions that the Company believes to be reasonable. However, actual results may differ from these estimates. The Company is in the process of reviewing the fair value of the assets and liabilities assumed, including, but not limited to intangible assets, unbilled receivables, accrued expenses, tax liabilities and goodwill. As additional information becomes available, the Company may further revise its preliminary acquisition accounting during the remainder of the measurement period, which will not exceed 12 months from the date of acquisition. The Company may update certain assumptions and inputs to incorporate additional information obtained subsequent to the closing of the transaction related to facts and circumstances that existed as of the acquisition date. The financial results of certain of the Company’s international subsidiaries, including Van Dijk, are included in the Company’s consolidated financial statements on a two-month delayed basis. The results of Van Dijk are reported in the International Operations segment. Goodwill is attributable to the synergies of the work force in place and business resources as a result of the combination of the companies. The Company expects that goodwill attributable to the acquisition will be deductible for tax purposes. Fair Value of Assets Acquired and Liabilities Assumed Assets acquired and liabilities assumed as of acquisition date, inclusive of subsequent measurement period adjustments, are presented in the following table: HBA Group edjuster Inc. Praxis Consulting Inc. BosBoon Expertise Group B.V. R.P. van Dijk B.V. November 1, 2020 August 23, 2021 October 1, 2021 October 1, 2021 April 1, 2022 (In thousands) Tangible assets Cash and cash equivalents $ 240 $ 1,723 $ — $ — $ — Accounts receivable 1,081 1,518 119 469 — Unbilled revenues 598 1,531 — 597 509 Right-of-use lease assets 1,502 418 430 586 — Other assets 205 1,520 316 75 231 Total tangible assets 3,626 6,710 865 1,727 740 Intangible assets Customer relationships 1,574 5,346 20,000 1,384 3,215 Developed technology — 2,673 1,500 — — Non-compete agreements — 157 225 346 347 Tradenames — 1,101 2,125 — — Goodwill 5,406 12,881 26,195 1,571 1,423 Total intangible assets 6,980 22,158 50,045 3,301 4,985 Total assets acquired 10,606 28,868 50,910 5,028 5,725 Liabilities assumed Current liabilities 2,532 2,066 4,133 1,430 70 Operating lease liabilities 1,502 418 430 586 — Tax liabilities 137 2,639 — 378 — Total liabilities assumed 4,171 5,123 4,563 2,394 70 Net assets acquired $ 6,435 $ 23,745 $ 46,347 $ 2,634 $ 5,655 Purchase price (cash) $ 4,026 $ 20,875 $ 21,544 $ 2,066 $ 4,313 Deferred purchase consideration payable — 433 20,735 — — Fair value of contingent consideration 2,409 2,437 4,068 568 1,342 Fair value of total consideration transferred $ 6,435 $ 23,745 $ 46,347 $ 2,634 $ 5,655 Acquired intangible assets include customer relationships, developed technologies, non-compete agreements, and tradenames. Intangible assets were valued using the multi-period excess earnings or the relief-from-royalty methods, both are forms of the income approach which utilizes a forecast of future cash flows generated from the use of each asset. The following table shows the preliminary fair values assigned to identifiable intangible assets: Fair Value Weighted-Average Amortization Period (Years) (In thousands) Amortizable intangible assets Customer relationships $ 31,519 14 Developed technology 4,173 9 Non-compete agreements 1,075 5 Tradenames 3,226 10 Total amortizable intangible assets $ 39,993 |
Cash and Cash Equivalents
Cash and Cash Equivalents | 9 Months Ended |
Sep. 30, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Cash Equivalents | 13. Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand and marketable securities with original maturities of three months or less. The fair value of cash and cash equivalents approximates carrying value due to their short-term nature. Cash balances that are legally restricted as to usage or withdrawal are separately included in "Prepaid expenses and other current assets" within the Company's unaudited Condensed Consolidated Balance Sheets. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Company's unaudited Condensed Consolidated Balance Sheets that sum to the total of the same such amounts shown within the Company's unaudited Condensed Consolidated Statement of Cash Flows: September 30, 2022 December 31, 2021 September 30, 2021 December 31, 2020 (In thousands) Cash and cash equivalents $ 33,099 $ 53,228 $ 36,929 $ 44,656 Restricted cash within prepaid expenses and other current assets 782 461 — — Total cash, cash equivalents and restricted cash $ 33,881 $ 53,689 $ 36,929 $ 44,656 The Company also maintains funds in various trust accounts to administer claims for certain clients. These funds are not available for our general operating activities and, as such, have not been recorded in the accompanying unaudited Condensed Consolidated Balance Sheets. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
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, global pandemics such as COVID-19, and other macroeconomic uncertainties, the Company's operating results for the three and nine months ended September 30, 2022 and financial position as of September 30, 2022 are not necessarily indicative of the results or financial position that may be expected for the year ending December 31, 2022 or for other future periods. The financial results from the Company's operations outside of the U.S., Canada, the Caribbean, and certain subsidiaries in the Philippines, are reported and consolidated on a two-month delayed basis (fiscal year-end of October 31) as permitted by GAAP in order to provide sufficient time for accumulation of their results. |
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, 2021 other than as disclosed herein. |
Reclassification | In January 2022, the Company realigned its operating segments by moving to a geographic reporting structure consisting of North America Loss Adjusting, International Operations, Broadspire, and Platform Solutions. Certain prior period amounts among the Company’s reportable segments have been reclassified to conform to the current presentation. These reclassifications had no effect on the Company's reported consolidated results. Significant intercompany transactions have been eliminated in consolidation. |
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 in the U.S., of which $ 6,481,000 remains deferred until December 31, 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. 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 CEWS benefits in the three and nine months ended September 30, 2021, respectively, and no benefits in the 2022 periods. There are no future benefits under the CEWS. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards Adoption of New Accounting Standards There were no recently issued accounting standards adopted by the Company. Pending Adoption of Recently Issued Accounting Standards Accounting for Contract Assets and Contract Liabilities from Contracts with Customers In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities in accordance with Accounting Standards Codification Topic 606. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, with early adoption permitted and should be applied prospectively to acquisitions occurring on or after the effective date. The Company does not expect to early adopt the accounting standards update. The adoption of this guidance is not expected to have a material effect on the Company's results of operations, financial condition, or cash flows. |
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. During 2021 and 2022, 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, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table presents North America Loss Adjusting revenues before reimbursements disaggregated by geography for the three and nine months ended September 30, 2022 and 2021: Three Months Ended Nine Months Ended (in thousands) September 30, September 30, September 30, September 30, U.S. $ 41,161 $ 43,276 $ 122,438 $ 113,999 Canada 25,661 21,058 74,597 62,845 Total North America Loss Adjusting Revenues before Reimbursements $ 66,822 $ 64,334 $ 197,035 $ 176,844 The following table presents International Operations revenues before reimbursements disaggregated by service line for the three and nine months ended September 30, 2022 and 2021: Three Months Ended Nine Months Ended (in thousands) September 30, September 30, September 30, September 30, UK $ 25,547 $ 32,530 $ 86,773 $ 93,744 Europe 20,535 21,851 68,217 66,802 Australia 24,602 20,131 63,052 58,652 Asia 5,196 4,671 16,376 14,015 Latin America 6,277 5,470 17,674 16,742 International Loss Adjusting $ 82,157 $ 84,653 $ 252,092 $ 249,955 Crawford Legal Services $ 3,909 $ 7,235 $ 16,956 $ 19,669 Total International Operations Revenues before Reimbursements $ 86,066 $ 91,888 $ 269,048 $ 269,624 The following table presents Broadspire revenues before reimbursements disaggregated by service line for the three and nine months ended September 30, 2022 and 2021: Three Months Ended Nine Months Ended (in thousands) September 30, September 30, September 30, September 30, Claims Management $ 40,275 $ 38,326 $ 120,252 $ 114,028 Medical Management 38,106 37,478 114,697 111,954 Total Broadspire Revenues before Reimbursements $ 78,381 $ 75,804 $ 234,949 $ 225,982 The following table presents Platform Solutions revenues before reimbursements disaggregated by service line for the three and nine months ended September 30, 2022 and 2021: Three Months Ended Nine Months Ended (in thousands) September 30, September 30, September 30, September 30, Contractor Connection $ 17,453 $ 18,592 $ 50,112 $ 54,643 Networks 40,809 37,882 100,840 82,045 Subrogation 5,393 — 15,310 — Total Platform Solutions Revenues before Reimbursements $ 63,655 $ 56,474 $ 166,262 $ 136,688 |
Schedule of Customer Contract Liabilities | The table below presents the deferred revenues balance as of January 1, 2022 and the significant activity affecting deferred revenues during the nine months ended September 30, 2022: (In Thousands) Customer Contract Liabilities Deferred Balance at January 1, 2022 $ 55,905 Quarterly additions 19,621 Revenue recognized from the prior periods ( 14,682 ) Revenue recognized from current quarter additions ( 4,785 ) Balance as of March 31, 2022 $ 56,059 Quarterly additions 18,201 Revenue recognized from the prior periods ( 15,797 ) Revenue recognized from current quarter additions ( 4,497 ) Balance as of June 30, 2022 $ 53,966 Quarterly additions 18,947 Revenue recognized from the prior periods ( 13,864 ) Revenue recognized from current quarter additions ( 4,457 ) Balance as of September 30, 2022 $ 54,592 |
Defined Benefit Pension Plans (
Defined Benefit Pension Plans (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Retirement Benefits [Abstract] | |
Schedule of Defined Benefit Plans Disclosures | Net periodic benefit related to all of the Company's defined benefit pension plans recognized in the Company's unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2022 and 2021 included the following components: Three Months Ended Nine Months Ended (in thousands) September 30, September 30, September 30, September 30, Service cost $ 315 $ 302 $ 1,006 $ 921 Interest cost 3,284 2,858 10,079 8,533 Expected return on assets ( 6,250 ) ( 6,348 ) ( 19,090 ) ( 18,968 ) Amortization of actuarial loss 2,501 2,589 7,533 7,760 Net periodic (benefit) $ ( 150 ) $ ( 599 ) $ ( 472 ) $ ( 1,754 ) |
Net Income Attributable to Sh_2
Net Income Attributable to Shareholders of Crawford & Company per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 (Loss) earnings per share - basic: Numerator: Allocation of undistributed (loss) earnings $ ( 10,647 ) $ ( 7,401 ) $ 4,632 $ 3,380 $ ( 7,797 ) $ ( 5,359 ) $ 11,257 $ 8,205 Dividends paid 1,713 1,191 1,839 1,344 5,299 3,639 5,539 4,038 Net (loss) income attributable to common shareholders, basic $ ( 8,934 ) $ ( 6,210 ) $ 6,471 $ 4,724 $ ( 2,498 ) $ ( 1,720 ) $ 16,796 $ 12,243 Denominator: Weighted-average common shares outstanding, basic 28,553 19,848 30,711 22,407 29,397 20,202 30,786 22,438 (Loss) earnings per share - basic $ ( 0.31 ) $ ( 0.31 ) $ 0.21 $ 0.21 $ ( 0.08 ) $ ( 0.09 ) $ 0.55 $ 0.55 |
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 (Loss) earnings per share - diluted: Numerator: Allocation of undistributed (loss) earnings $ ( 10,647 ) $ ( 7,401 ) $ 4,710 $ 3,302 $ ( 7,797 ) $ ( 5,359 ) $ 11,428 $ 8,034 Dividends paid 1,713 1,191 1,839 1,344 5,299 3,639 5,539 4,038 Net (loss) income attributable to common shareholders, diluted $ ( 8,934 ) $ ( 6,210 ) $ 6,549 $ 4,646 $ ( 2,498 ) $ ( 1,720 ) $ 16,967 $ 12,072 Denominator: Weighted-average common shares outstanding, basic 28,553 19,848 30,711 22,407 29,397 20,202 30,786 22,438 Weighted-average effect of dilutive securities — — 1,243 — — — 1,130 — Weighted-average common shares outstanding, diluted 28,553 19,848 31,954 22,407 29,397 20,202 31,916 22,438 (Loss) earnings per share - diluted $ ( 0.31 ) $ ( 0.31 ) $ 0.20 $ 0.21 $ ( 0.08 ) $ ( 0.09 ) $ 0.53 $ 0.54 |
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 1,542 352 1,542 706 Performance stock grants excluded because performance conditions have not been met (1) 816 396 759 318 (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, 2022 and 2021, including restricted shares that were returned prior to vesting. These shares are included from their dates of issuance in the weighted-average common shares used to compute basic and diluted earnings per share for CRD-A in the table above. There were no shares of CRD-B issued during any of these periods. Three Months Ended Nine Months Ended (in thousands) September 30, September 30, September 30, September 30, CRD-A issued under the Non-Employee Director Stock Plan 5 — 99 67 CRD-A issued under the U.K. ShareSave Scheme — 5 — 70 CRD-A issued under the Employee Stock Purchase Plan 124 159 124 159 CRD-A issued under the 2016 Omnibus Stock and Incentive Plan — — ( 6 ) — |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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, 2022 Nine Months Ended September 30, 2022 (in thousands) Foreign Retirement AOCL Foreign Retirement AOCL Beginning balance $ ( 33,584 ) $ ( 154,988 ) $ ( 188,572 ) $ ( 21,760 ) $ ( 158,681 ) $ ( 180,441 ) Other comprehensive loss before reclassifications ( 7,237 ) — ( 7,237 ) ( 19,061 ) — ( 19,061 ) Amounts reclassified from accumulated other comprehensive income to net income — 1,838 1,838 — 5,531 5,531 Net current period other comprehensive (loss) income ( 7,237 ) 1,838 ( 5,399 ) ( 19,061 ) 5,531 ( 13,530 ) Ending balance $ ( 40,821 ) $ ( 153,150 ) $ ( 193,971 ) $ ( 40,821 ) $ ( 153,150 ) $ ( 193,971 ) 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 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 (loss) 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 ) (1) Retirement liabilities reclassified to net income are related to the amortization of actuarial losses and are included in "Other Income, net" in the Company's unaudited Condensed Consolidated Statements of Operations. See Note 6, "Defined Benefit Pension Plans" for additional details. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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, 2022 Significant Other Significant Quoted Prices in Observable Unobservable Active Markets Inputs Inputs (in thousands) Total (Level 1) (Level 2) (Level 3) Assets: Money market funds (1) $ 10,075 $ 10,075 $ — $ — Liabilities: Contingent earnout liability (2) 17,130 — — 17,130 (1) The fair values of the money market funds were based on recently quoted market prices and reported transactions in an active marketplace. Money market funds are included in the Company's unaudited Condensed Consolidated Balance Sheets as "Cash and cash equivalents." (2) The contingent earnout liability relates to businesses acquired since 2020. See Note 12, "Business Acquisitions" for more information. The Level 3 fair value of the contingent earnout liability was estimated using internally-prepared revenue and EBITDA projections, and discount rates determined using a combination of observable and unobservable market data. The Company recognized a pretax contingent earnout expense totaling $ 887,000 and $ 3,246,000 in the three and nine months ended September 30, 2022 related to the fair value adjustment of earnout liabilities arising from recent acquisitions. The fair value adjustment is based on changes to projections of acquired entities over the respective earnout periods, which span multiple years. The fair value of the contingent earnout liability is included in "Other accrued liabilities" and "Other noncurrent liabilities" on the Company's Consolidated Balance Sheets, based upon the term of the contingent earnout agreement . |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Reconciliation of Operating Profit from Segments to Consolidated | Financial information for the three and nine months ended September 30, 2022 and 2021 related to the Company's reportable segments, including a reconciliation from segment operating earnings to income before income taxes, the most directly comparable GAAP financial measure, is presented below: Three Months Ended Nine Months Ended (in thousands) September 30, September 30, September 30, September 30, Revenues: North America Loss Adjusting $ 66,822 $ 64,334 $ 197,035 $ 176,844 International Operations 86,066 91,888 269,048 269,624 Broadspire 78,381 75,804 234,949 225,982 Platform Solutions 63,655 56,474 166,262 136,688 Total segment revenues before reimbursements 294,924 288,500 867,294 809,138 Reimbursements 11,493 9,062 30,564 27,124 Total revenues $ 306,417 $ 297,562 $ 897,858 $ 836,262 Segment Operating Earnings (Loss) North America Loss Adjusting $ 3,678 $ 4,362 $ 10,508 $ 11,804 International Operations ( 3,849 ) 1,947 ( 7,623 ) 3,400 Broadspire 6,198 6,939 20,299 20,243 Platform Solutions 10,080 9,724 22,714 22,833 Total segment operating earnings 16,107 22,972 45,898 58,280 Deduct: Unallocated corporate and shared costs, net ( 1,907 ) ( 2,173 ) ( 5,732 ) ( 4,835 ) Net corporate interest expense ( 2,903 ) ( 1,648 ) ( 6,201 ) ( 4,443 ) Stock option expense ( 142 ) ( 296 ) ( 478 ) ( 700 ) Amortization of customer-relationship intangible assets ( 1,998 ) ( 2,877 ) ( 5,784 ) ( 8,426 ) Contingent earnout adjustments ( 887 ) — ( 3,246 ) — Goodwill impairment ( 36,808 ) — ( 36,808 ) — (Loss) income before income taxes $ ( 28,538 ) $ 15,978 $ ( 12,351 ) $ 39,876 |
Schedule of Revenues By Major Service Line | Revenues before reimbursements by major service line in the International Operations, Broadspire and Platform Solutions segments are shown in the following table. The Company considers all North America Loss Adjusting revenues to be primarily derived from one service line. Three Months Ended Nine Months Ended (in thousands) September 30, September 30, September 30, September 30, International Operations International Loss Adjusting $ 82,157 $ 84,653 $ 252,092 $ 249,955 Crawford Legal Services 3,909 7,235 16,956 19,669 Total Revenues before Reimbursements--International Operations $ 86,066 $ 91,888 $ 269,048 $ 269,624 Broadspire Claims Management $ 40,275 $ 38,326 $ 120,252 $ 114,028 Medical Management 38,106 37,478 114,697 111,954 Total Revenues before Reimbursements--Broadspire $ 78,381 $ 75,804 $ 234,949 $ 225,982 Platform Solutions Contractor Connection $ 17,453 $ 18,592 $ 50,112 $ 54,643 Networks 40,809 37,882 100,840 82,045 Subrogation 5,393 — 15,310 — Total Revenues before Reimbursements--Platform Solutions $ 63,655 $ 56,474 $ 166,262 $ 136,688 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Acquisition [Line Items] | |
Schedule of Valuation Identified Assets Acquired and Liabilities Assumed | Assets acquired and liabilities assumed as of acquisition date, inclusive of subsequent measurement period adjustments, are presented in the following table: HBA Group edjuster Inc. Praxis Consulting Inc. BosBoon Expertise Group B.V. R.P. van Dijk B.V. November 1, 2020 August 23, 2021 October 1, 2021 October 1, 2021 April 1, 2022 (In thousands) Tangible assets Cash and cash equivalents $ 240 $ 1,723 $ — $ — $ — Accounts receivable 1,081 1,518 119 469 — Unbilled revenues 598 1,531 — 597 509 Right-of-use lease assets 1,502 418 430 586 — Other assets 205 1,520 316 75 231 Total tangible assets 3,626 6,710 865 1,727 740 Intangible assets Customer relationships 1,574 5,346 20,000 1,384 3,215 Developed technology — 2,673 1,500 — — Non-compete agreements — 157 225 346 347 Tradenames — 1,101 2,125 — — Goodwill 5,406 12,881 26,195 1,571 1,423 Total intangible assets 6,980 22,158 50,045 3,301 4,985 Total assets acquired 10,606 28,868 50,910 5,028 5,725 Liabilities assumed Current liabilities 2,532 2,066 4,133 1,430 70 Operating lease liabilities 1,502 418 430 586 — Tax liabilities 137 2,639 — 378 — Total liabilities assumed 4,171 5,123 4,563 2,394 70 Net assets acquired $ 6,435 $ 23,745 $ 46,347 $ 2,634 $ 5,655 Purchase price (cash) $ 4,026 $ 20,875 $ 21,544 $ 2,066 $ 4,313 Deferred purchase consideration payable — 433 20,735 — — Fair value of contingent consideration 2,409 2,437 4,068 568 1,342 Fair value of total consideration transferred $ 6,435 $ 23,745 $ 46,347 $ 2,634 $ 5,655 |
Schedule of Preliminary Fair Values Assigned to Identifiable Intangible Assets | The following table shows the preliminary fair values assigned to identifiable intangible assets: Fair Value Weighted-Average Amortization Period (Years) (In thousands) Amortizable intangible assets Customer relationships $ 31,519 14 Developed technology 4,173 9 Non-compete agreements 1,075 5 Tradenames 3,226 10 Total amortizable intangible assets $ 39,993 |
Cash and Cash Equivalents (Tabl
Cash and Cash Equivalents (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Reconciliation of Cash, Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Company's unaudited Condensed Consolidated Balance Sheets that sum to the total of the same such amounts shown within the Company's unaudited Condensed Consolidated Statement of Cash Flows: September 30, 2022 December 31, 2021 September 30, 2021 December 31, 2020 (In thousands) Cash and cash equivalents $ 33,099 $ 53,228 $ 36,929 $ 44,656 Restricted cash within prepaid expenses and other current assets 782 461 — — Total cash, cash equivalents and restricted cash $ 33,881 $ 53,689 $ 36,929 $ 44,656 |
Basis of Presentation - VIE - A
Basis of Presentation - VIE - Additional Information (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
CARES Act | ||
Variable Interest Entity | ||
Payroll tax withholdings | $ 6,481,000 | |
Primary Beneficiary | ||
Variable Interest Entity | ||
Liabilities of the deferred compensation plan | 6,384,000 | $ 7,060,000 |
Assets held in the related rabbi trust | $ 10,043,000 | $ 9,925,000 |
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, 2021 | |
Canada Emergency Wage Subsidy Program of 2020 | ||
Recognition of reduction in compensation expense | $ 1,778,000 | $ 5,850,000 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Disaggregation of Revenue [Line Items] | |
Accounts receivable, days sales outstanding | 2 months |
Billing after contract completion, years | 1 year |
Revenue, remaining performance obligation | $ 94,831,000 |
Amount of performance obligation Intend to recognize within next year | 70% |
Revenue from contracts with customers, practical expedient, consideration adjustment period | 1 year |
Accounts payable days payable outstanding | 1 year |
Maximum | Broadspire | |
Disaggregation of Revenue [Line Items] | |
Revenue from contracts with customers, performance obligation term | 2 years |
Claims Management Services | |
Disaggregation of Revenue [Line Items] | |
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% |
Claims Management Services | Minimum | |
Disaggregation of Revenue [Line Items] | |
Revenue from contracts with customers, performance obligation term | 1 year |
Claims Management Services | Maximum | |
Disaggregation of Revenue [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, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 306,417 | $ 297,562 | $ 897,858 | $ 836,262 |
North America Loss Adjusting | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 66,822 | 64,334 | 197,035 | 176,844 |
North America Loss Adjusting | U.S. | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 41,161 | 43,276 | 122,438 | 113,999 |
North America Loss Adjusting | Canada | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 25,661 | 21,058 | 74,597 | 62,845 |
International Loss Adjusting | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 82,157 | 84,653 | 252,092 | 249,955 |
International Loss Adjusting | UK | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 25,547 | 32,530 | 86,773 | 93,744 |
International Loss Adjusting | Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 20,535 | 21,851 | 68,217 | 66,802 |
International Loss Adjusting | Australia | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 24,602 | 20,131 | 63,052 | 58,652 |
International Loss Adjusting | Asia | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 5,196 | 4,671 | 16,376 | 14,015 |
International Loss Adjusting | Latin America | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 6,277 | 5,470 | 17,674 | 16,742 |
Crawford Legal Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 3,909 | 7,235 | 16,956 | 19,669 |
International Operations | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 86,066 | 91,888 | 269,048 | 269,624 |
Broadspire | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 78,381 | 75,804 | 234,949 | 225,982 |
Broadspire | Claims Management | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 40,275 | 38,326 | 120,252 | 114,028 |
Broadspire | Medical Management | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 38,106 | 37,478 | 114,697 | 111,954 |
Platform Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 63,655 | 56,474 | 166,262 | 136,688 |
Platform Solutions | Contractor Connection | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 17,453 | 18,592 | 50,112 | 54,643 |
Platform Solutions | Networks | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 40,809 | 37,882 | 100,840 | 82,045 |
Platform Solutions | Networks | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 40,809 | 37,882 | 100,840 | 82,045 |
Platform Solutions | Subrogation [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 5,393 | $ 0 | $ 15,310 | $ 0 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Customer Contract Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | |
Customer Contract Liabilities | |||
Beginning balance | $ 53,966 | $ 56,059 | $ 55,905 |
Quarterly additions | 18,947 | 18,201 | 19,621 |
Revenue recognized from the prior periods | (13,864) | (15,797) | (14,682) |
Revenue recognized from current quarter additions | (4,457) | (4,497) | (4,785) |
Ending balance | $ 54,592 | $ 53,966 | $ 56,059 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
(Benefit) provision for income taxes | $ (13,286,000) | $ 4,866,000 | $ (8,092,000) | $ 10,927,000 |
Effective income tax rate reconciliation, percent | 46.60% | 30.50% | 65.50% | 27.40% |
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, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 315 | $ 302 | $ 1,006 | $ 921 |
Interest cost | 3,284 | 2,858 | 10,079 | 8,533 |
Expected return on assets | (6,250) | (6,348) | (19,090) | (18,968) |
Amortization of actuarial loss | 2,501 | 2,589 | 7,533 | 7,760 |
Net periodic (benefit) | $ (150) | $ (599) | $ (472) | $ (1,754) |
Defined Benefit Pension Plans_2
Defined Benefit Pension Plans - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Net periodic benefit cost, non-service cost | $ (465,000) | $ (901,000) | $ (1,478,000) | $ (2,675,000) |
Contributions by employer | 0 | 9,000,000 | ||
U.K. Plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Contributions by employer | $ 487,000 | $ 526,000 |
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, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Class A Non-Voting | ||||
Numerator: | ||||
Allocation of undistributed (loss) earnings | $ (10,647) | $ 4,632 | $ (7,797) | $ 11,257 |
Dividends paid | 1,713 | 1,839 | 5,299 | 5,539 |
Net (loss) income attributable to common shareholders, basic | $ (8,934) | $ 6,471 | $ (2,498) | $ 16,796 |
Denominator: | ||||
Weighted-average common shares outstanding, basic | 28,553 | 30,711 | 29,397 | 30,786 |
(Loss) earnings per share - basic | $ (0.31) | $ 0.21 | $ (0.08) | $ 0.55 |
Class B Voting | ||||
Numerator: | ||||
Allocation of undistributed (loss) earnings | $ (7,401) | $ 3,380 | $ (5,359) | $ 8,205 |
Dividends paid | 1,191 | 1,344 | 3,639 | 4,038 |
Net (loss) income attributable to common shareholders, basic | $ (6,210) | $ 4,724 | $ (1,720) | $ 12,243 |
Denominator: | ||||
Weighted-average common shares outstanding, basic | 19,848 | 22,407 | 20,202 | 22,438 |
(Loss) earnings per share - basic | $ (0.31) | $ 0.21 | $ (0.09) | $ 0.55 |
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, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Class A Non-Voting | ||||
Numerator: | ||||
Allocation of undistributed (loss) earnings | $ (10,647) | $ 4,710 | $ (7,797) | $ 11,428 |
Dividends paid | 1,713 | 1,839 | 5,299 | 5,539 |
Net (loss) income attributable to common shareholders, diluted | $ (8,934) | $ 6,549 | $ (2,498) | $ 16,967 |
Weighted-Average Shares Used to Compute Diluted Earnings Per Share: | ||||
Weighted-average common shares outstanding, basic | 28,553 | 30,711 | 29,397 | 30,786 |
Weighted-average effect of dilutive securities | 0 | 1,243 | 0 | 1,130 |
Weighted-average common shares outstanding, diluted | 28,553 | 31,954 | 29,397 | 31,916 |
(Loss) earnings per share - diluted | $ (0.31) | $ 0.20 | $ (0.08) | $ 0.53 |
Class B Voting | ||||
Numerator: | ||||
Allocation of undistributed (loss) earnings | $ (7,401) | $ 3,302 | $ (5,359) | $ 8,034 |
Dividends paid | 1,191 | 1,344 | 3,639 | 4,038 |
Net (loss) income attributable to common shareholders, diluted | $ (6,210) | $ 4,646 | $ (1,720) | $ 12,072 |
Weighted-Average Shares Used to Compute Diluted Earnings Per Share: | ||||
Weighted-average common shares outstanding, basic | 19,848 | 22,407 | 20,202 | 22,438 |
Weighted-average effect of dilutive securities | 0 | 0 | 0 | 0 |
Weighted-average common shares outstanding, diluted | 19,848 | 22,407 | 20,202 | 22,438 |
(Loss) earnings per share - diluted | $ (0.31) | $ 0.21 | $ (0.09) | $ 0.54 |
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, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Performance Stock Grants Excluded because Performance Conditions Have Not Been Met | |||||
Antidilutive Securities Excluded from Computation of (Loss) Earnings Per Share | |||||
Shares underlying stock options excluded | [1] | 816 | 396 | 759 | 318 |
Shares Underlying Stock Options Excluded | |||||
Antidilutive Securities Excluded from Computation of (Loss) Earnings Per Share | |||||
Shares underlying stock options excluded | 1,542 | 352 | 1,542 | 706 | |
[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, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
CRD-A Issued under the Non-Employee Director Stock Plan | ||||
Share-based Compensation Arrangement | ||||
Shares issued repurchased activity | 5 | 0 | 99 | 67 |
CRD-A Issued under the U.K. ShareSave Scheme | ||||
Share-based Compensation Arrangement | ||||
Shares issued repurchased activity | 0 | 5 | 0 | 70 |
CRD-A issued under the Employee Stock Purchase Plan | ||||
Share-based Compensation Arrangement | ||||
Shares issued repurchased activity | 124 | 159 | 124 | 159 |
CRD-A Issued under the 2016 Omnibus Stock and Incentive Plan | ||||
Share-based Compensation Arrangement | ||||
Shares issued repurchased activity | 0 | 0 | (6) | 0 |
Net Income Attributable to Sh_7
Net Income Attributable to Shareholders of Crawford & Company per Common Share - Additional Information (Details) - $ / shares | 9 Months Ended | |||||
Sep. 30, 2022 | Sep. 30, 2021 | Feb. 10, 2022 | Dec. 31, 2021 | Nov. 04, 2021 | May 09, 2019 | |
Equity, Class of Treasury Stock | ||||||
Number of shares authorized to be repurchased (shares) | 5,000,000 | |||||
Number of shares remaining to be repurchased (shares) | 1,793,371 | 413,317 | ||||
Class A Non-Voting | ||||||
Equity, Class of Treasury Stock | ||||||
Shares repurchased (shares) | 2,656,474 | 530,598 | ||||
Average cost (USD per share) | $ 7.41 | |||||
Class B Voting | ||||||
Equity, Class of Treasury Stock | ||||||
Shares repurchased (shares) | 963,472 | 111,499 | ||||
Average cost (USD per share) | $ 7.32 | $ 8.68 | ||||
Repurchase Authorization 2019 | Common Stock | ||||||
Equity, Class of Treasury Stock | ||||||
Number of shares authorized to be repurchased (shares) | 2,000,000 | |||||
Repurchase Authorization 2021 | 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, 2022 | Sep. 30, 2022 | |
Foreign Currency Translation Adjustments | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Adjustment for long-term intercompany transactions, net of tax | $ (590,786) | $ 1,018,000 |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||
Beginning balance | $ 184,508 | $ 215,554 | $ 211,397 | [1] | $ 186,928 | |
Ending balance | 161,333 | 219,707 | 161,333 | 219,707 | ||
Foreign Currency Translation Adjustments | ||||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||
Beginning balance | (33,584) | (18,000) | (21,760) | (30,792) | ||
Other comprehensive loss before reclassifications | (7,237) | (5,330) | (19,061) | 7,462 | ||
Amounts reclassified from accumulated other comprehensive income to net income | 0 | 0 | 0 | 0 | ||
Net current period other comprehensive (loss) income | (7,237) | (5,330) | (19,061) | 7,462 | ||
Ending balance | (40,821) | (23,330) | (40,821) | (23,330) | ||
Retirement Liabilities | ||||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||
Beginning balance | [2] | (154,988) | (164,235) | (158,681) | (168,064) | |
Other comprehensive loss before reclassifications | [2] | 0 | 0 | 0 | 0 | |
Amounts reclassified from accumulated other comprehensive income to net income | [2] | 1,838 | 1,908 | 5,531 | 5,737 | |
Net current period other comprehensive (loss) income | [2] | 1,838 | 1,908 | 5,531 | 5,737 | |
Ending balance | [2] | (153,150) | (162,327) | (153,150) | (162,327) | |
AOCL attributable to shareholders of Crawford & Company | ||||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||
Beginning balance | (188,572) | (182,235) | (180,441) | (198,856) | ||
Other comprehensive loss before reclassifications | (7,237) | (5,330) | (19,061) | 7,462 | ||
Amounts reclassified from accumulated other comprehensive income to net income | 1,838 | 1,908 | 5,531 | 5,737 | ||
Net current period other comprehensive (loss) income | (5,399) | (3,422) | (13,530) | 13,199 | ||
Ending balance | $ (193,971) | $ (185,657) | $ (193,971) | $ (185,657) | ||
[1] Derived from the audited Consolidated Balance Sheet (1) Retirement liabilities reclassified to net income are related to the amortization of actuarial losses and are included in "Other Income, net" in the Company's unaudited Condensed Consolidated Statements of Operations. See Note 6, "Defined Benefit Pension Plans" for additional details. |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Liabilities: | |
Contingent earnout liability | $ 17,130 |
Money Market Funds | |
ASSETS | |
Money market funds | 10,075 |
Quoted Prices in Active Markets (Level 1) | |
Liabilities: | |
Contingent earnout liability | 0 |
Quoted Prices in Active Markets (Level 1) | Money Market Funds | |
ASSETS | |
Money market funds | 10,075 |
Significant Other Observable Inputs (Level 2) | |
Liabilities: | |
Contingent earnout liability | 0 |
Significant Other Observable Inputs (Level 2) | Money Market Funds | |
ASSETS | |
Money market funds | 0 |
Significant Unobservable Inputs (Level 3) | |
Liabilities: | |
Contingent earnout liability | 17,130 |
Significant Unobservable Inputs (Level 3) | Money Market Funds | |
ASSETS | |
Money market funds | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Aug. 31, 2022 | Dec. 31, 2021 USD ($) | [1] | |
Fair Value Measurement Inputs and Valuation Techniques [Abstract] | |||||||
Goodwill | $ 76,783,000 | $ 76,783,000 | $ 116,526,000 | ||||
Liabilities: | |||||||
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 | |||||
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 | |||||
Debt instrument, variable interest rate duration between resets | 90 days | ||||||
Pretax Contingent Earnout Expense | $ 887,000,000 | $ 3,246,000,000 | |||||
Goodwill impairment | $ 0 | $ 36,808,000 | $ 0 | ||||
Terminal growth rate | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Abstract] | |||||||
Measurement input | 2 | 2 | |||||
Minimum [Member] | Measurement Input, Discount Rate | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Abstract] | |||||||
Measurement input | 15.5 | ||||||
Maximum [Member] | Measurement Input, Discount Rate | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Abstract] | |||||||
Measurement input | 18 | ||||||
International Operations | |||||||
Liabilities: | |||||||
Goodwill impairment | $ 19,640,000 | ||||||
Crawford Legal Services [Member] | |||||||
Liabilities: | |||||||
Goodwill impairment | 3,152,000 | ||||||
Edjuster Inc [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Abstract] | |||||||
Goodwill | $ 3,366,000 | 3,366,000 | |||||
Praxis Consulting Inc [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Abstract] | |||||||
Goodwill | $ 10,650,000 | $ 10,650,000 | |||||
[1] Derived from the audited Consolidated Balance Sheet |
Segment Information - Reconcili
Segment Information - Reconciliation of Operating Profit from Segments to Consolidated (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated | ||||
Revenues | $ 306,417 | $ 297,562 | $ 897,858 | $ 836,262 |
Net corporate interest expense | (2,903) | (1,648) | (6,201) | (4,443) |
Contingent earnout adjustments | (3,246) | 0 | ||
Goodwill impairment | 36,808 | 0 | 36,808 | 0 |
(Loss) Income Before Income Taxes | (28,538) | 15,978 | (12,351) | 39,876 |
Operating Segments | ||||
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated | ||||
Total segment operating earnings | 16,107 | 22,972 | 45,898 | 58,280 |
Segment Reconciling Items | ||||
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated | ||||
Unallocated corporate and shared costs, net | (1,907) | (2,173) | (5,732) | (4,835) |
Net corporate interest expense | (2,903) | (1,648) | (6,201) | (4,443) |
Stock option expense | (142) | (296) | (478) | (700) |
Amortization of customer-relationship intangible assets | (1,998) | (2,877) | (5,784) | (8,426) |
Contingent earnout adjustments | (887) | 0 | (3,246) | 0 |
Goodwill impairment | (36,808) | 0 | (36,808) | 0 |
North America Loss Adjusting | ||||
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated | ||||
Revenues | 66,822 | 64,334 | 197,035 | 176,844 |
North America Loss Adjusting | Operating Segments | ||||
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated | ||||
Total segment operating earnings | 3,678 | 4,362 | 10,508 | 11,804 |
International Operations | ||||
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated | ||||
Revenues | 86,066 | 91,888 | 269,048 | 269,624 |
International Operations | Operating Segments | ||||
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated | ||||
Total segment operating earnings | (3,849) | 1,947 | (7,623) | 3,400 |
Broadspire | ||||
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated | ||||
Revenues | 78,381 | 75,804 | 234,949 | 225,982 |
Broadspire | Operating Segments | ||||
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated | ||||
Total segment operating earnings | 6,198 | 6,939 | 20,299 | 20,243 |
Platform Solutions | ||||
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated | ||||
Revenues | 63,655 | 56,474 | 166,262 | 136,688 |
Platform Solutions | Operating Segments | ||||
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated | ||||
Total segment operating earnings | 10,080 | 9,724 | 22,714 | 22,833 |
Service | ||||
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated | ||||
Revenues | 294,924 | 288,500 | 867,294 | 809,138 |
Service | North America Loss Adjusting | Operating Segments | ||||
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated | ||||
Revenues | 66,822 | 64,334 | 197,035 | 176,844 |
Service | International Operations | ||||
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated | ||||
Revenues | 86,066 | 91,888 | 269,048 | 269,624 |
Service | International Operations | Operating Segments | ||||
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated | ||||
Revenues | 86,066 | 91,888 | 269,048 | 269,624 |
Service | Broadspire | ||||
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated | ||||
Revenues | 78,381 | 75,804 | 234,949 | 225,982 |
Service | Broadspire | Operating Segments | ||||
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated | ||||
Revenues | 78,381 | 75,804 | 234,949 | 225,982 |
Service | Platform Solutions | ||||
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated | ||||
Revenues | 63,655 | 56,474 | 166,262 | 136,688 |
Service | Platform Solutions | Operating Segments | ||||
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated | ||||
Revenues | 63,655 | 56,474 | 166,262 | 136,688 |
Reimbursements | ||||
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated | ||||
Revenues | $ 11,493 | $ 9,062 | $ 30,564 | $ 27,124 |
Segment Information - Schedule
Segment Information - Schedule of Revenues By Major Service Line (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue from External Customer | ||||
Revenues | $ 306,417 | $ 297,562 | $ 897,858 | $ 836,262 |
International Operations | ||||
Revenue from External Customer | ||||
Revenues | 86,066 | 91,888 | 269,048 | 269,624 |
Broadspire | ||||
Revenue from External Customer | ||||
Revenues | 78,381 | 75,804 | 234,949 | 225,982 |
Platform Solutions | ||||
Revenue from External Customer | ||||
Revenues | 63,655 | 56,474 | 166,262 | 136,688 |
International Loss Adjusting | International Operations | ||||
Revenue from External Customer | ||||
Revenues | 82,157 | 84,653 | 252,092 | 249,955 |
Crawford Legal Services | International Operations | ||||
Revenue from External Customer | ||||
Revenues | 3,909 | 7,235 | 16,956 | 19,669 |
Claims Management | Broadspire | ||||
Revenue from External Customer | ||||
Revenues | 40,275 | 38,326 | 120,252 | 114,028 |
Medical Management | Broadspire | ||||
Revenue from External Customer | ||||
Revenues | 38,106 | 37,478 | 114,697 | 111,954 |
Service | ||||
Revenue from External Customer | ||||
Revenues | 294,924 | 288,500 | 867,294 | 809,138 |
Service | International Operations | ||||
Revenue from External Customer | ||||
Revenues | 86,066 | 91,888 | 269,048 | 269,624 |
Service | Broadspire | ||||
Revenue from External Customer | ||||
Revenues | 78,381 | 75,804 | 234,949 | 225,982 |
Service | Platform Solutions | ||||
Revenue from External Customer | ||||
Revenues | 63,655 | 56,474 | 166,262 | 136,688 |
Contractor Connection | Platform Solutions | ||||
Revenue from External Customer | ||||
Revenues | 17,453 | 18,592 | 50,112 | 54,643 |
Networks | Platform Solutions | ||||
Revenue from External Customer | ||||
Revenues | 40,809 | 37,882 | 100,840 | 82,045 |
Subrogation | Platform Solutions | ||||
Revenue from External Customer | ||||
Revenues | $ 5,393 | $ 0 | $ 15,310 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | Sep. 30, 2022 USD ($) |
Letter of credit subcommitment | |
Loss Contingencies [Line Items] | |
Letters of credit outstanding amount | $ 8,777,000 |
Business Acquisitions - Additio
Business Acquisitions - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Apr. 01, 2022 | Oct. 01, 2021 | Aug. 23, 2021 | Nov. 01, 2020 | Mar. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | |
HBA Group | |||||||
Business Acquisition [Line Items] | |||||||
Membership interest percentage | 100% | ||||||
Initial lump-sum payment of purchase price | $ 4,026,000 | ||||||
Business combinations, total consideration | 2,409,000 | ||||||
Reduction in Goodwill and Deferred Tax Liability | $ 827,000 | ||||||
HBA Group | Maximum | |||||||
Business Acquisition [Line Items] | |||||||
Payment to acquire business | $ 3,200,000 | ||||||
Edjuster Inc | |||||||
Business Acquisition [Line Items] | |||||||
Membership interest percentage | 100% | ||||||
Initial lump-sum payment of purchase price | $ 20,875,000 | ||||||
Business combinations, total consideration | $ 2,437,000 | ||||||
Working capital adjustment payable | 433,000 | ||||||
earnout potential amount | $ 13,334,000 | ||||||
Praxis Consulting Inc | |||||||
Business Acquisition [Line Items] | |||||||
Initial lump-sum payment of purchase price | $ 21,544,000 | ||||||
Business combinations, total consideration | 4,068,000 | $ 7,569,000 | |||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ 3,501,000 | ||||||
Working capital adjustment payable | 735,000 | ||||||
business combination deferred cash payment | 20,000,000 | ||||||
earnout potential amount | 10,000,000 | ||||||
BosBoon Expertise Group B.V. | |||||||
Business Acquisition [Line Items] | |||||||
Initial lump-sum payment of purchase price | 2,066,000 | ||||||
Business combinations, total consideration | 568,000 | ||||||
earnout potential amount | $ 1,854,000 | ||||||
Van Dijk | |||||||
Business Acquisition [Line Items] | |||||||
Initial lump-sum payment of purchase price | $ 4,313,000 | ||||||
Business combinations, total consideration | 1,342,000 | ||||||
earnout potential amount | $ 2,200,000 |
Business Acquisitions - Schedul
Business Acquisitions - Schedule of Valuation Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Apr. 01, 2022 | Oct. 01, 2021 | Aug. 23, 2021 | Nov. 01, 2020 | Sep. 30, 2022 |
ASSETS | |||||
Total intangible assets | $ 39,993 | ||||
Customer Relationships | |||||
ASSETS | |||||
Total intangible assets | 31,519 | ||||
Developed technology | |||||
ASSETS | |||||
Total intangible assets | 4,173 | ||||
Non - compete agreements | |||||
ASSETS | |||||
Total intangible assets | 1,075 | ||||
Tradenames | |||||
ASSETS | |||||
Total intangible assets | $ 3,226 | ||||
HBA Group | |||||
ASSETS | |||||
Cash and cash equivalents | $ 240 | ||||
Accounts receivable | 1,081 | ||||
Unbilled revenues | 598 | ||||
Right-of-use lease assets | 1,502 | ||||
Other assets | 205 | ||||
Total tangible assets | 3,626 | ||||
Total intangible assets | 6,980 | ||||
Total assets acquired | 10,606 | ||||
Liabilities: | |||||
Current liabilities | 2,532 | ||||
Operating lease liabilities | 1,502 | ||||
Tax liabilities | 137 | ||||
Total liabilities assumed | 4,171 | ||||
Net assets acquired before noncontrolling interest | 6,435 | ||||
Purchase price (cash) | 4,026 | ||||
Deferred purchase consideration payable | 0 | ||||
Fair value of contingent consideration | 2,409 | ||||
Fair value of total consideration transferred | 6,435 | ||||
HBA Group | Customer Relationships | |||||
ASSETS | |||||
Total intangible assets | 1,574 | ||||
HBA Group | Developed technology | |||||
ASSETS | |||||
Total intangible assets | 0 | ||||
HBA Group | Non - compete agreements | |||||
ASSETS | |||||
Total intangible assets | 0 | ||||
HBA Group | Tradenames | |||||
ASSETS | |||||
Total intangible assets | 0 | ||||
HBA Group | Goodwill | |||||
ASSETS | |||||
Total intangible assets | $ 5,406 | ||||
Edjuster Inc | |||||
ASSETS | |||||
Cash and cash equivalents | $ 1,723 | ||||
Accounts receivable | 1,518 | ||||
Unbilled revenues | 1,531 | ||||
Right-of-use lease assets | 418 | ||||
Other assets | 1,520 | ||||
Total tangible assets | 6,710 | ||||
Total intangible assets | 22,158 | ||||
Total assets acquired | 28,868 | ||||
Liabilities: | |||||
Current liabilities | 2,066 | ||||
Operating lease liabilities | 418 | ||||
Tax liabilities | 2,639 | ||||
Total liabilities assumed | 5,123 | ||||
Net assets acquired before noncontrolling interest | 23,745 | ||||
Purchase price (cash) | 20,875 | ||||
Deferred purchase consideration payable | 433 | ||||
Fair value of contingent consideration | 2,437 | ||||
Fair value of total consideration transferred | 23,745 | ||||
Edjuster Inc | Customer Relationships | |||||
ASSETS | |||||
Total intangible assets | 5,346 | ||||
Edjuster Inc | Developed technology | |||||
ASSETS | |||||
Total intangible assets | 2,673 | ||||
Edjuster Inc | Non - compete agreements | |||||
ASSETS | |||||
Total intangible assets | 157 | ||||
Edjuster Inc | Tradenames | |||||
ASSETS | |||||
Total intangible assets | 1,101 | ||||
Edjuster Inc | Goodwill | |||||
ASSETS | |||||
Total intangible assets | $ 12,881 | ||||
Praxis Consulting Inc | |||||
ASSETS | |||||
Cash and cash equivalents | $ 0 | ||||
Accounts receivable | 119 | ||||
Unbilled revenues | 0 | ||||
Right-of-use lease assets | 430 | ||||
Other assets | 316 | ||||
Total tangible assets | 865 | ||||
Total intangible assets | 50,045 | ||||
Total assets acquired | 50,910 | ||||
Liabilities: | |||||
Current liabilities | 4,133 | ||||
Operating lease liabilities | 430 | ||||
Tax liabilities | 0 | ||||
Total liabilities assumed | 4,563 | ||||
Net assets acquired before noncontrolling interest | 46,347 | ||||
Purchase price (cash) | 21,544 | ||||
Deferred purchase consideration payable | 20,735 | ||||
Fair value of contingent consideration | 4,068 | ||||
Fair value of total consideration transferred | 46,347 | ||||
Praxis Consulting Inc | Customer Relationships | |||||
ASSETS | |||||
Total intangible assets | 20,000 | ||||
Praxis Consulting Inc | Developed technology | |||||
ASSETS | |||||
Total intangible assets | 1,500 | ||||
Praxis Consulting Inc | Non - compete agreements | |||||
ASSETS | |||||
Total intangible assets | 225 | ||||
Praxis Consulting Inc | Tradenames | |||||
ASSETS | |||||
Total intangible assets | 2,125 | ||||
Praxis Consulting Inc | Goodwill | |||||
ASSETS | |||||
Total intangible assets | 26,195 | ||||
BosBoon Expertise Group B.V. | |||||
ASSETS | |||||
Cash and cash equivalents | 0 | ||||
Accounts receivable | 469 | ||||
Unbilled revenues | 597 | ||||
Right-of-use lease assets | 586 | ||||
Other assets | 75 | ||||
Total tangible assets | 1,727 | ||||
Total intangible assets | 3,301 | ||||
Total assets acquired | 5,028 | ||||
Liabilities: | |||||
Current liabilities | 1,430 | ||||
Operating lease liabilities | 586 | ||||
Tax liabilities | 378 | ||||
Total liabilities assumed | 2,394 | ||||
Net assets acquired before noncontrolling interest | 2,634 | ||||
Purchase price (cash) | 2,066 | ||||
Deferred purchase consideration payable | 0 | ||||
Fair value of contingent consideration | 568 | ||||
Fair value of total consideration transferred | 2,634 | ||||
BosBoon Expertise Group B.V. | Customer Relationships | |||||
ASSETS | |||||
Total intangible assets | 1,384 | ||||
BosBoon Expertise Group B.V. | Developed technology | |||||
ASSETS | |||||
Total intangible assets | 0 | ||||
BosBoon Expertise Group B.V. | Non - compete agreements | |||||
ASSETS | |||||
Total intangible assets | 346 | ||||
BosBoon Expertise Group B.V. | Tradenames | |||||
ASSETS | |||||
Total intangible assets | 0 | ||||
BosBoon Expertise Group B.V. | Goodwill | |||||
ASSETS | |||||
Total intangible assets | $ 1,571 | ||||
Van Dijk [Member] | |||||
ASSETS | |||||
Cash and cash equivalents | $ 0 | ||||
Accounts receivable | 0 | ||||
Unbilled revenues | 509 | ||||
Right-of-use lease assets | 0 | ||||
Other assets | 231 | ||||
Total tangible assets | 740 | ||||
Total intangible assets | 4,985 | ||||
Total assets acquired | 5,725 | ||||
Liabilities: | |||||
Current liabilities | 70 | ||||
Operating lease liabilities | 0 | ||||
Tax liabilities | 0 | ||||
Total liabilities assumed | 70 | ||||
Net assets acquired before noncontrolling interest | 5,655 | ||||
Purchase price (cash) | 4,313 | ||||
Deferred purchase consideration payable | 0 | ||||
Fair value of contingent consideration | 1,342 | ||||
Fair value of total consideration transferred | 5,655 | ||||
Van Dijk [Member] | Customer Relationships | |||||
ASSETS | |||||
Total intangible assets | 3,215 | ||||
Van Dijk [Member] | Developed technology | |||||
ASSETS | |||||
Total intangible assets | 0 | ||||
Van Dijk [Member] | Non - compete agreements | |||||
ASSETS | |||||
Total intangible assets | 347 | ||||
Van Dijk [Member] | Tradenames | |||||
ASSETS | |||||
Total intangible assets | 0 | ||||
Van Dijk [Member] | Goodwill | |||||
ASSETS | |||||
Total intangible assets | $ 1,423 |
Business Acquisitions - Sched_2
Business Acquisitions - Schedule of Preliminary Fair Values Assigned to Identifiable Intangible Assets (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Business Acquisition [Line Items] | |
Total intangible assets | $ 39,993 |
Customer Relationships | |
Business Acquisition [Line Items] | |
Total intangible assets | $ 31,519 |
Weighted-Average Amortization Period (Years) | 14 years |
Developed technology | |
Business Acquisition [Line Items] | |
Total intangible assets | $ 4,173 |
Weighted-Average Amortization Period (Years) | 9 years |
Non - compete agreements | |
Business Acquisition [Line Items] | |
Total intangible assets | $ 1,075 |
Weighted-Average Amortization Period (Years) | 5 years |
Tradenames | |
Business Acquisition [Line Items] | |
Total intangible assets | $ 3,226 |
Weighted-Average Amortization Period (Years) | 10 years |
Cash and Cash Equivalents - Sch
Cash and Cash Equivalents - Schedule of Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Cash and Cash Equivalents [Line Items] | |||||
Cash and cash equivalents | $ 33,099 | $ 53,228 | [1] | $ 36,929 | $ 44,656 |
Restricted Cash and Cash Equivalents, Statement of Financial Position [Extensible Enumeration] | Prepaid Expense and Other Assets, Current | Prepaid Expense and Other Assets, Current | Prepaid Expense and Other Assets, Current | Prepaid Expense and Other Assets, Current | |
Restricted Cash and Cash Equivalents | $ 782 | $ 461 | $ 0 | $ 0 | |
Total cash, cash equivalents and restricted cash | $ 33,881 | $ 53,689 | $ 36,929 | $ 44,656 | |
[1] Derived from the audited Consolidated Balance Sheet |