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United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

 

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

 

for the quarterly period ended September 30, 2025

OR

 

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

 

for the transition period from ____ to ____

Commission file number 1-10356

CRAWFORD & COMPANY

(Exact name of Registrant as specified in its charter)

 

Georgia

58-0506554

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

5335 Triangle Parkway

Peachtree Corners, Georgia

30092

(Address of principal executive offices)

(Zip Code)

 

(404) 300-1000

(Registrant's telephone number, including area code)

 

 

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

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock — $1.00 Par Value

CRD-A

New York Stock Exchange

Class B Common Stock — $1.00 Par Value

CRD-B

New York Stock Exchange

 

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

Yes No

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

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

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

 

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

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

Yes No

The number of shares outstanding of each class of the Registrant's common stock, as of October 27, 2025, was as follows:

Class A Common Stock, $1.00 par value: 30,091,584

Class B Common Stock, $1.00 par value: 19,118,702


 

CRAWFORD & COMPANY

Quarterly Report on Form 10-Q

Quarter Ended September 30, 2025

 

Table of Contents

 

 

Page

Part I. Financial Information

 

 

 

 

Item 1.

Financial Statements:

 

3

 

 

Condensed Consolidated Statements of Operations (unaudited) for the three months ended September 30, 2025 and 2024

 

3

 

 

 

 

 

 

 

 

 

Condensed Consolidated Statements of Operations (unaudited) for the nine months ended September 30, 2025 and 2024

 

 

4

 

 

 

 

 

 

 

 

 

Condensed Consolidated Statements of Comprehensive Income (unaudited) for the three and nine months ended September 30, 2025 and 2024

 

5

 

 

Condensed Consolidated Balance Sheets as of September 30, 2025 (unaudited) and December 31, 2024

 

6

 

 

Condensed Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 30, 2025 and 2024

 

8

 

 

Condensed Consolidated Statements of Shareholders' Investment (unaudited) as of and for the three months ended March 31, June 30, and September 30, 2025 and 2024

 

9

 

 

Notes to Condensed Consolidated Financial Statements (unaudited)

 

11

 

 

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

 

30

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

50

 

 

Item 4.

Controls and Procedures

 

50

 

 

Part II. Other Information

 

 

 

 

Item 1.

 

Legal Proceedings

 

52

 

 

 

 

 

Item 1A.

Risk Factors

 

52

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

52

 

 

 

 

 

 

Item 5.

 

 

Other Information

 

52

 

 

Item 6.

Exhibits

 

53

 

 

Signatures

 

54

 

 

2


 

Part I — Financial Information

Item 1. Financial Statements

CRAWFORD & COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Unaudited

 

 

 

Three Months Ended September 30,

 

(In thousands, except per share amounts)

 

2025

 

 

2024

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues before reimbursements

 

$

322,171

 

 

$

329,375

 

Reimbursements

 

 

10,636

 

 

 

13,351

 

Total Revenues

 

 

332,807

 

 

 

342,726

 

 

 

 

 

 

 

 

Costs and Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs of services provided, before reimbursements

 

 

228,379

 

 

 

235,957

 

Reimbursements

 

 

10,636

 

 

 

13,351

 

Total costs of services

 

 

239,015

 

 

 

249,308

 

 

 

 

 

 

 

 

Selling, general, and administrative expenses

 

 

69,393

 

 

 

71,526

 

 

 

 

 

 

 

 

Corporate interest expense, net of interest income of $801 and $830, respectively

 

 

3,788

 

 

 

4,682

 

 

 

 

 

 

 

 

Total Costs and Expenses

 

 

312,196

 

 

 

325,516

 

 

 

 

 

 

 

 

Other Loss, net

 

 

(2,409

)

 

 

(2,490

)

 

 

 

 

 

 

 

Income Before Income Taxes

 

 

18,202

 

 

 

14,720

 

 

 

 

 

 

 

 

Provision for Income Taxes

 

 

5,813

 

 

 

5,333

 

 

 

 

 

 

 

 

Net Income

 

 

12,389

 

 

 

9,387

 

 

 

 

 

 

 

 

Net Loss Attributable to Noncontrolling Interests

 

 

19

 

 

 

66

 

 

 

 

 

 

 

 

Net Income Attributable to Shareholders of Crawford & Company

 

$

12,408

 

 

$

9,453

 

 

 

 

 

 

 

 

Earnings Per Share - Basic:

 

 

 

 

 

 

Class A Common Stock

 

$

0.25

 

 

$

0.19

 

Class B Common Stock

 

$

0.25

 

 

$

0.19

 

 

 

 

 

 

 

 

Earnings Per Share - Diluted:

 

 

 

 

 

 

Class A Common Stock

 

$

0.25

 

 

$

0.19

 

Class B Common Stock

 

$

0.25

 

 

$

0.19

 

 

 

 

 

 

 

 

Weighted-Average Shares Used to Compute Basic Earnings Per Share:

 

 

 

 

 

 

Class A Common Stock

 

 

30,428

 

 

 

29,880

 

Class B Common Stock

 

 

19,142

 

 

 

19,255

 

 

 

 

 

 

 

 

Weighted-Average Shares Used to Compute Diluted Earnings Per Share:

 

 

 

 

 

 

Class A Common Stock

 

 

30,925

 

 

 

30,472

 

Class B Common Stock

 

 

19,142

 

 

 

19,255

 

 

(The accompanying notes are an integral part of these condensed consolidated financial statements)

 

3


 

CRAWFORD & COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Unaudited

 

 

 

Nine Months Ended September 30,

(In thousands, except per share amounts)

 

2025

 

2024

Revenues:

 

 

 

 

 

 

 

 

 

Revenues before reimbursements

 

$957,200

 

$945,256

Reimbursements

 

33,541

 

37,396

Total Revenues

 

990,741

 

982,652

 

 

 

 

 

Costs and Expenses:

 

 

 

 

 

 

 

 

 

Costs of services provided, before reimbursements

 

674,996

 

672,611

Reimbursements

 

33,541

 

37,396

Total costs of services

 

708,537

 

710,007

 

 

 

 

 

Selling, general, and administrative expenses

 

222,317

 

221,116

 

 

 

 

 

Corporate interest expense, net of interest income of $2,424 and $2,548, respectively

 

11,590

 

12,534

 

 

 

 

 

Total Costs and Expenses

 

942,444

 

943,657

 

 

 

 

 

Other Loss, net

 

(7,210)

 

(7,461)

 

 

 

 

 

Income Before Income Taxes

 

41,087

 

31,534

 

 

 

 

 

Provision for Income Taxes

 

14,138

 

10,866

 

 

 

 

 

Net Income

 

26,949

 

20,668

 

 

 

 

 

Net (Income) Loss Attributable to Noncontrolling Interests

 

(75)

 

206

 

 

 

 

 

Net Income Attributable to Shareholders of Crawford & Company

 

$26,874

 

$20,874

 

 

 

 

 

Earnings Per Share - Basic:

 

 

 

 

Class A Common Stock

 

$0.54

 

$0.42

Class B Common Stock

 

$0.54

 

$0.42

 

 

 

 

 

Earnings Per Share - Diluted:

 

 

 

 

Class A Common Stock

 

$0.54

 

$0.42

Class B Common Stock

 

$0.54

 

$0.42

 

 

 

 

 

Weighted-Average Shares Used to Compute Basic Earnings Per Share:

 

 

 

 

Class A Common Stock

 

30,303

 

29,732

Class B Common Stock

 

19,144

 

19,390

 

 

 

 

 

Weighted-Average Shares Used to Compute Diluted Earnings Per Share:

 

 

 

 

Class A Common Stock

 

30,805

 

30,308

Class B Common Stock

 

19,144

 

19,390

 

(The accompanying notes are an integral part of these condensed consolidated financial statements)

4


 

CRAWFORD & COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Unaudited

 

 

 

Three Months Ended September 30,

 

(In thousands)

 

2025

 

 

2024

 

Net Income

 

$

12,389

 

 

$

9,387

 

 

 

 

 

 

 

 

Other Comprehensive Income:

 

 

 

 

 

 

Net foreign currency translation (loss) gain, net of tax of $0 and $0, respectively

 

 

(951

)

 

 

469

 

 

 

 

 

 

 

 

Amortization of actuarial losses for retirement plans included in net periodic pension cost, net of tax of $623 and $635, respectively

 

 

2,531

 

 

 

2,547

 

 

 

 

 

 

 

 

Other Comprehensive Income

 

 

1,580

 

 

 

3,016

 

 

 

 

 

 

 

 

Comprehensive Income

 

 

13,969

 

 

 

12,403

 

 

 

 

 

 

 

 

Comprehensive loss attributable to noncontrolling interests

 

 

41

 

 

 

82

 

 

 

 

 

 

 

 

Comprehensive Income Attributable to Shareholders of Crawford & Company

 

$

14,010

 

 

$

12,485

 

 

 

 

 

Nine Months Ended September 30,

 

(In thousands)

 

2025

 

 

2024

 

Net Income

 

$

26,949

 

 

$

20,668

 

 

 

 

 

 

 

 

Other Comprehensive Income:

 

 

 

 

 

 

Net foreign currency translation gain (loss), net of tax of $0 and $0, respectively

 

 

2,459

 

 

 

(447

)

 

 

 

 

 

 

 

Amortization of actuarial losses for retirement plans included in net periodic pension cost, net of tax of $1,870 and $1,906, respectively

 

 

7,552

 

 

 

7,612

 

 

 

 

 

 

 

 

Other Comprehensive Income

 

 

10,011

 

 

 

7,165

 

 

 

 

 

 

 

 

Comprehensive Income

 

 

36,960

 

 

 

27,833

 

 

 

 

 

 

 

 

Comprehensive (income) loss attributable to noncontrolling interests

 

 

(131

)

 

 

286

 

 

 

 

 

 

 

 

Comprehensive Income Attributable to Shareholders of Crawford & Company

 

$

36,829

 

 

$

28,119

 

 

(The accompanying notes are an integral part of these condensed consolidated financial statements)

 

5


 

CRAWFORD & COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

 

September 30,
2025

 

 

December 31,
2024

 

(In thousands)

 

(Unaudited)

 

 

*

 

ASSETS

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

68,767

 

 

$

55,412

 

Accounts receivable, less allowance for expected credit losses of $7,675 and $8,145, respectively

 

 

128,400

 

 

 

142,064

 

Unbilled revenues, at estimated billable amounts

 

 

134,928

 

 

 

131,080

 

Income taxes receivable

 

 

3,626

 

 

 

5,337

 

Prepaid expenses and other current assets

 

 

35,960

 

 

 

40,334

 

Total Current Assets

 

 

371,681

 

 

 

374,227

 

Net Property and Equipment

 

 

17,804

 

 

 

20,554

 

Other Assets:

 

 

 

 

 

 

Operating lease right-of-use assets, net

 

 

75,249

 

 

 

78,808

 

Goodwill

 

 

76,504

 

 

 

76,368

 

Intangible assets arising from business acquisitions, net

 

 

68,869

 

 

 

74,545

 

Capitalized software costs, net

 

 

118,123

 

 

 

111,854

 

Deferred income tax assets

 

 

23,783

 

 

 

25,305

 

Other noncurrent assets

 

 

47,826

 

 

 

42,094

 

Total Other Assets

 

 

410,354

 

 

 

408,974

 

TOTAL ASSETS

 

$

799,839

 

 

$

803,755

 

* Derived from the audited Consolidated Balance Sheet

(The accompanying notes are an integral part of these condensed consolidated financial statements)

 

6


 

CRAWFORD & COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS — CONTINUED

 

 

 

September 30,
2025

 

 

December 31,
2024

 

(In thousands, except par value amounts)

 

(Unaudited)

 

 

*

 

LIABILITIES AND SHAREHOLDERS' INVESTMENT

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

Short-term borrowings

 

$

21,285

 

 

$

17,822

 

Accounts payable

 

 

45,470

 

 

 

50,605

 

Accrued compensation and related costs

 

 

85,884

 

 

 

101,371

 

Self-insured risks

 

 

17,763

 

 

 

27,813

 

Income taxes payable

 

 

3,397

 

 

 

3,343

 

Operating lease liability

 

 

26,206

 

 

 

24,541

 

Other accrued liabilities

 

 

38,097

 

 

 

38,103

 

Deferred revenues

 

 

36,179

 

 

 

36,129

 

Total Current Liabilities

 

 

274,281

 

 

 

299,727

 

Noncurrent Liabilities:

 

 

 

 

 

 

Long-term debt and finance leases, less current installments

 

 

196,813

 

 

 

200,315

 

Operating lease liability

 

 

61,251

 

 

 

66,811

 

Deferred revenues

 

 

23,704

 

 

 

23,556

 

Accrued pension liabilities

 

 

20,368

 

 

 

21,084

 

Other noncurrent liabilities

 

 

37,743

 

 

 

36,711

 

Total Noncurrent Liabilities

 

 

339,879

 

 

 

348,477

 

Shareholders' Investment:

 

 

 

 

 

 

Class A common stock, $1.00 par value; 50,000 shares authorized; 30,238 and 30,124 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

 

 

30,238

 

 

 

30,124

 

Class B common stock, $1.00 par value; 50,000 shares authorized; 19,132 and 19,145 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

 

 

19,132

 

 

 

19,145

 

Additional paid-in capital

 

 

93,610

 

 

 

87,118

 

Retained earnings

 

 

251,506

 

 

 

237,948

 

Accumulated other comprehensive loss

 

 

(207,170

)

 

 

(217,125

)

Shareholders' Investment Attributable to Shareholders of Crawford & Company

 

 

187,316

 

 

 

157,210

 

Noncontrolling interests

 

 

(1,637

)

 

 

(1,659

)

Total Shareholders' Investment

 

 

185,679

 

 

 

155,551

 

TOTAL LIABILITIES AND SHAREHOLDERS' INVESTMENT

 

$

799,839

 

 

$

803,755

 

* Derived from the audited Consolidated Balance Sheet

(The accompanying notes are an integral part of these condensed consolidated financial statements)

 

7


 

CRAWFORD & COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited

 

 

 

Nine Months Ended September 30,

 

(In thousands)

 

2025

 

 

2024

 

Cash Flows from Operating Activities:

 

 

 

 

 

 

Net income

 

$

26,949

 

 

$

20,668

 

Reconciliation of net income to net cash provided by operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

29,545

 

 

 

26,957

 

Stock-based compensation

 

 

4,836

 

 

 

3,819

 

Loss (gain) on disposal of property and equipment

 

 

1,021

 

 

 

(93

)

Contingent earnout adjustments

 

 

503

 

 

 

(1,547

)

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable, net

 

 

13,153

 

 

 

751

 

Unbilled revenues, net

 

 

(3,146

)

 

 

(17,263

)

Accrued or prepaid income taxes

 

 

74

 

 

 

(5,520

)

Accounts payable and accrued liabilities

 

 

(23,557

)

 

 

(17,141

)

Deferred revenues

 

 

(272

)

 

 

(1,819

)

Accrued retirement costs

 

 

5,098

 

 

 

4,993

 

Prepaid expenses and other operating activities

 

 

(2,489

)

 

 

(2,712

)

Net cash provided by operating activities

 

 

51,715

 

 

 

11,093

 

 

 

 

 

 

 

Cash Flows from Investing Activities:

 

 

 

 

 

 

Acquisitions of property and equipment

 

 

(3,765

)

 

 

(2,992

)

Capitalization of computer software costs

 

 

(23,821

)

 

 

(26,453

)

Proceeds from settlement of life insurance policies

 

 

295

 

 

 

 

Proceeds from business dispositions, net of cash disposed

 

 

2,046

 

 

 

 

Net cash used in investing activities

 

 

(25,245

)

 

 

(29,445

)

 

 

 

 

 

 

Cash Flows from Financing Activities:

 

 

 

 

 

 

Cash dividends paid

 

 

(10,639

)

 

 

(10,320

)

Repurchases of common stock

 

 

(2,953

)

 

 

(3,604

)

Increases in revolving credit facility borrowings

 

 

54,720

 

 

 

61,612

 

Payments on revolving credit facility borrowings

 

 

(55,449

)

 

 

(32,606

)

Payments of contingent consideration on acquisitions

 

 

(1,326

)

 

 

(3,183

)

Other financing activities

 

 

1,840

 

 

 

1,410

 

Net cash (used in) provided by financing activities

 

 

(13,807

)

 

 

13,309

 

Effects of exchange rate changes on cash and cash equivalents

 

 

123

 

 

 

181

 

Increase in Cash, Cash Equivalents, and Restricted Cash

 

 

12,786

 

 

 

(4,862

)

Cash, Cash Equivalents, and Restricted Cash at Beginning of Year

 

 

56,329

 

 

 

59,545

 

Cash, Cash Equivalents, and Restricted Cash at End of Period

 

$

69,115

 

 

$

54,683

 

 

 

 

 

 

 

 

Supplemental cash flow information:

 

 

 

 

 

 

Income taxes paid

 

$

13,304

 

 

$

16,102

 

Interest paid

 

 

13,504

 

 

 

14,244

 

 

(The accompanying notes are an integral part of these condensed consolidated financial statements)

 

8


 

CRAWFORD & COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' INVESTMENT

Unaudited

(In thousands, except per share amounts)

 

 

 

Common Stock

 

 

 

 

 

 

 

 

Accumulated

 

 

Shareholders'
Investment
Attributable to

 

 

 

 

 

 

 

2025

 

Class A
Non-Voting

 

 

Class B
Voting

 

 

Additional
Paid-In
Capital

 

 

Retained
Earnings

 

 

Other
Comprehensive
Loss

 

 

Shareholders
of Crawford
& Company

 

 

Noncontrolling
Interests

 

 

Total
Shareholders'
Investment

 

Balance at January 1, 2025

 

$

30,124

 

 

$

19,145

 

 

$

87,118

 

 

$

237,948

 

 

$

(217,125

)

 

$

157,210

 

 

$

(1,659

)

 

$

155,551

 

Net income

 

 

 

 

 

 

 

 

 

 

 

6,684

 

 

 

 

 

 

6,684

 

 

 

56

 

 

 

6,740

 

Other comprehensive (loss) income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,263

)

 

 

(1,263

)

 

 

38

 

 

 

(1,225

)

Cash dividends paid (Class A - $0.07 per share, Class B - $0.07 per share)

 

 

 

 

 

 

 

 

 

 

 

(3,455

)

 

 

 

 

 

(3,455

)

 

 

 

 

 

(3,455

)

Stock-based compensation

 

 

 

 

 

 

 

 

1,390

 

 

 

 

 

 

 

 

 

1,390

 

 

 

 

 

 

1,390

 

Shares issued in connection with stock-based compensation plans, net

 

 

93

 

 

 

 

 

 

(71

)

 

 

 

 

 

 

 

 

22

 

 

 

 

 

 

22

 

Balance at March 31, 2025

 

$

30,217

 

 

$

19,145

 

 

$

88,437

 

 

$

241,177

 

 

$

(218,388

)

 

$

160,588

 

 

$

(1,565

)

 

$

159,023

 

Net income

 

 

 

 

 

 

 

 

 

 

 

7,782

 

 

 

 

 

 

7,782

 

 

 

38

 

 

 

7,820

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9,616

 

 

 

9,616

 

 

 

40

 

 

 

9,656

 

Cash dividends paid (Class A - $0.07 per share, Class B - $0.07 per share)

 

 

 

 

 

 

 

 

 

 

 

(3,462

)

 

 

 

 

 

(3,462

)

 

 

(61

)

 

 

(3,523

)

Stock-based compensation

 

 

 

 

 

 

 

 

1,695

 

 

 

 

 

 

 

 

 

1,695

 

 

 

 

 

 

1,695

 

Shares issued in connection with stock-based compensation plans, net

 

 

98

 

 

 

 

 

 

572

 

 

 

 

 

 

 

 

 

670

 

 

 

 

 

 

670

 

Balance at June 30, 2025

 

$

30,315

 

 

$

19,145

 

 

$

90,704

 

 

$

245,497

 

 

$

(208,772

)

 

$

176,889

 

 

$

(1,548

)

 

$

175,341

 

Net income

 

 

 

 

 

 

 

 

 

 

 

12,408

 

 

 

 

 

 

12,408

 

 

 

(19

)

 

 

12,389

 

Other comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,602

 

 

 

1,602

 

 

 

(22

)

 

 

1,580

 

Cash dividends paid (Class A - $0.075 per share, Class B - $0.075 per share)

 

 

 

 

 

 

 

 

 

 

 

(3,722

)

 

 

 

 

 

(3,722

)

 

 

 

 

 

(3,722

)

Stock-based compensation

 

 

 

 

 

 

 

 

1,751

 

 

 

 

 

 

 

 

 

1,751

 

 

 

(48

)

 

 

1,703

 

Repurchases of common stock

 

 

(263

)

 

 

(13

)

 

 

 

 

 

(2,677

)

 

 

 

 

 

(2,953

)

 

 

 

 

 

(2,953

)

Shares issued in connection with stock-based compensation plans, net

 

 

186

 

 

 

 

 

 

1,155

 

 

 

 

 

 

 

 

 

1,341

 

 

 

 

 

 

1,341

 

Balance at September 30, 2025

 

$

30,238

 

 

$

19,132

 

 

$

93,610

 

 

$

251,506

 

 

$

(207,170

)

 

$

187,316

 

 

$

(1,637

)

 

$

185,679

 

 

(The accompanying notes are an integral part of these condensed consolidated financial statements)

9


 

CRAWFORD & COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' INVESTMENT - CONTINUED

Unaudited

(In thousands, except per share amounts)

 

 

 

Common Stock

 

 

 

 

 

Accumulated

 

Shareholders'
Investment
Attributable to

 

 

 

 

2024

 

Class A
Non-Voting

 

Class B
Voting

 

Additional
Paid-In
Capital

 

Retained
Earnings

 

Other
Comprehensive
Loss

 

Shareholders
of Crawford
& Company

 

Noncontrolling
Interests

 

Total
Shareholders' Investment

Balance at January 1, 2024

 

$29,525

 

$19,555

 

$82,589

 

$228,564

 

$(218,615)

 

$141,618

 

$(1,787)

 

$139,831

Net income

 

 

 

 

2,837

 

 

2,837

 

(58)

 

2,779

Other comprehensive income (loss)

 

 

 

 

 

3,823

 

3,823

 

(65)

 

3,758

Cash dividends paid (Class A - $0.07 per share, Class B - $0.07 per share)

 

 

 

 

(3,443)

 

 

(3,443)

 

 

(3,443)

Stock-based compensation

 

 

 

1,218

 

 

 

1,218

 

 

1,218

Repurchases of common stock

 

 

(86)

 

 

(647)

 

 

(733)

 

 

(733)

Decrease in value of noncontrolling interest due to acquisition

 

 

 

(550)

 

 

 

(550)

 

550

 

Shares issued in connection with stock-based compensation plans, net

 

103

 

 

(153)

 

 

 

(50)

 

 

(50)

Dividends paid to noncontrolling interests

 

 

 

 

 

 

 

(122)

 

(122)

Balance at March 31, 2024

 

$29,628

 

$19,469

 

$83,104

 

$227,311

 

$(214,792)

 

$144,720

 

$(1,482)

 

$143,238

Net income

 

 

 

 

8,584

 

 

8,584

 

(82)

 

8,502

Other comprehensive income

 

 

 

 

 

390

 

390

 

1

 

391

Cash dividends paid (Class A - $0.07 per share, Class B - $0.07 per share)

 

 

 

 

(3,437)

 

 

(3,437)

 

 

(3,437)

Stock-based compensation

 

 

 

1,613

 

 

 

1,613

 

 

1,613

Repurchases of common stock

 

 

(145)

 

 

(1,195)

 

 

(1,340)

 

 

(1,340)

Decrease in value of noncontrolling interest due to acquisitions

 

 

 

 

40

 

 

 

40

 

(119)

 

(79)

Shares issued in connection with stock-based compensation plans, net

 

115

 

 

704

 

 

 

819

 

 

819

Balance at June 30, 2024

 

$29,743

 

$19,324

 

$85,461

 

$231,263

 

$(214,402)

 

$151,389

 

$(1,682)

 

$149,707

Net income

 

 

 

 

9,453

 

 

9,453

 

(66)

 

$9,387

Other comprehensive income (loss)

 

 

 

 

 

3,032

 

3,032

 

(16)

 

3,016

Cash dividends paid (Class A - $0.07 per share, Class B - $0.07 per share)

 

 

 

 

(3,440)

 

 

(3,440)

 

 

(3,440)

Stock-based compensation

 

 

 

988

 

 

 

988

 

 

988

Repurchases of common stock

 

 

(155)

 

 

(1,376)

 

 

(1,531)

 

 

(1,531)

Shares issued in connection with stock-based compensation plans, net

 

 

 

(32)

 

 

 

(32)

 

27

 

(5)

Decrease in value of noncontrolling interest due to acquisitions

 

147

 

 

921

 

 

 

1,068

 

 

1,068

Balance at September 30, 2024

 

$29,890

 

$19,169

 

$87,338

 

$235,900

 

$(211,370)

 

$160,927

 

$(1,737)

 

$159,190

 

(The accompanying notes are an integral part of these condensed consolidated financial statements)

10


 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Unaudited

 

Based in Atlanta, Georgia, Crawford & Company ("Crawford" or "the Company") is a leading global provider of claims management and outsourcing solutions to insurance companies and self-insured entities with an expansive network serving clients in more than 70 countries.

Shares of the Company's two classes of common stock are traded on the New York Stock Exchange ("NYSE") under the symbols CRD-A and CRD-B. The Company's two classes of stock are substantially identical, except with respect to voting rights for the Class B Common Stock (CRD-B), and protections for the non-voting Class A Common Stock (CRD-A). More information can be found on the Company's website www.crawco.com. The information contained on, or hyperlinked from, the Company's website is not a part of, and is not incorporated by reference into, this report.

 

1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the United States Securities and Exchange Commission (the "SEC"). These unaudited condensed consolidated financial statements omit certain notes and other financial information and therefore, should be read in conjunction with the 2024 Form 10-K. The Condensed Consolidated Balance Sheet information presented herein as of December 31, 2024 has been derived from the audited consolidated financial statements as of that date. For further information, refer to the consolidated financial statements and notes thereto included in the Company's Form 10-K for the year ended December 31, 2024.

Due to the impact of weather activity and other macroeconomic uncertainties, the Company's operating results for the three and nine months ended September 30, 2025 and financial position as of September 30, 2025 are not necessarily indicative of the results or financial position that may be expected for the year ending December 31, 2025 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 Form 10-K for the year ended December 31, 2024 other than as disclosed herein.

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

The 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, 2025 and December 31, 2024, the liabilities of the deferred compensation plan were $6,598,000 and $6,248,000, 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 $10,388,000 and $10,389,000, respectively. These liabilities and assets are included in "Other noncurrent liabilities" and "Other noncurrent assets," respectively, on the Company's unaudited Condensed Consolidated Balance Sheets.

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

 

11


 

2. Recently Issued Accounting Standards

Improvements to Reportable Segment Disclosures (ASU 2023-07)

In November 2023, the FASB issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires more detailed information about a reportable segment’s expenses. The new standard was effective for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024, with retrospective application required. The Company adopted this guidance as of December 31, 2024. Refer to Note 10, "Segment Information" for updated segment disclosures.

Improvements to Income Tax Disclosures (ASU 2023-09)

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, a new accounting standard to enhance the transparency and decision usefulness of income tax disclosures. The new standard introduces enhanced requirements for disaggregating information in the effective tax rate reconciliation and for reporting income taxes paid by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with retrospective application permitted. The Company will adopt the guidance in its Annual Report on Form 10-K for the year ending December 31, 2025.

Disaggregation of Income Statement Expenses (ASU 2024-03)

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (Topic 220): Reporting Comprehensive Income - Expense Disaggregation Disclosures, which requires disclosures of disaggregated information about certain income statement expense line items, such as inventory purchases, employee compensation, and depreciation. The new standard is effective for fiscal years beginning after December 15, 2026 and interim periods beginning after December 15, 2027, with retrospective application permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.

Measurement of Credit Losses for Accounts Receivable and Contract Assets (ASU 2025-05)

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient that can be elected to be applied to accounts receivable and contract assets, which would allow entities to assume that current conditions as of the balance sheet date do not change for the remaining life of the assets when estimating expected credit losses for such assets. Entities are required to apply the guidance on a prospective basis. The update is effective for fiscal years beginning after December 15, 2025 and interim periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating this ASU to determine the potential impact on its consolidated financial statements.

Targeted Improvements to the Accounting for Internal-Use Software (ASU 2025-06)

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which provides guidance that simplifies the accounting for internal-use software by replacing stage-based rules with a principles-based approach, allowing capitalization once management authorizes funding and intends to use the software, and when it’s probable the project will be complete. Entities may elect to apply the guidance retrospectively, prospectively to software costs incurred after the adoption date (i.e. on existing, in-process software projects or new projects) or on a modified prospective basis. The update is effective for fiscal years beginning after December 15, 2027 and interim periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating this ASU to determine the impact the adoption will have on its consolidated financial statements.

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 receivables are expected to be collected in less than two months.

12


 

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, 2025 and 2024:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

(in thousands)

 

September 30,
2025

 

 

September 30,
2024

 

 

September 30,
2025

 

 

September 30,
2024

 

U.S.

 

$

54,522

 

 

$

55,855

 

 

$

167,291

 

 

$

163,208

 

Canada

 

 

22,473

 

 

 

23,474

 

 

 

67,518

 

 

 

69,516

 

Total North America Loss Adjusting Revenues before Reimbursements

 

$

76,995

 

 

$

79,329

 

 

$

234,809

 

 

$

232,724

 

 

The following table presents International Operations revenues before reimbursements disaggregated by geography and service line for the three and nine months ended September 30, 2025 and 2024:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

(in thousands)

 

September 30,
2025

 

 

September 30,
2024

 

 

September 30,
2025

 

 

September 30,
2024

 

U.K.

 

$

42,665

 

 

$

39,362

 

 

$

126,429

 

 

$

115,751

 

Europe

 

 

26,801

 

 

 

25,116

 

 

 

80,354

 

 

 

73,190

 

Australia

 

 

22,566

 

 

 

20,369

 

 

 

58,936

 

 

 

56,952

 

Asia

 

 

8,077

 

 

 

5,847

 

 

 

21,480

 

 

 

16,820

 

Latin America

 

 

7,799

 

 

 

8,292

 

 

 

23,505

 

 

 

24,079

 

International Loss Adjusting

 

$

107,908

 

 

$

98,986

 

 

$

310,704

 

 

$

286,792

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.K.

 

$

2,811

 

 

$

2,903

 

 

$

7,711

 

 

$

8,189

 

Australia

 

 

1,550

 

 

 

3,161

 

 

 

5,835

 

 

 

8,555

 

Latin America

 

 

584

 

 

 

691

 

 

 

2,067

 

 

 

2,580

 

Crawford Legal Services

 

$

4,945

 

 

$

6,755

 

 

$

15,613

 

 

$

19,324

 

Total International Operations Revenues before Reimbursements

 

$

112,853

 

 

$

105,741

 

 

$

326,317

 

 

$

306,116

 

 

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

13


 

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

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

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

The following table presents Broadspire revenues before reimbursements disaggregated by service line for the three and nine months ended September 30, 2025 and 2024:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

(in thousands)

 

September 30,
2025

 

 

September 30,
2024

 

 

September 30,
2025

 

 

September 30,
2024

 

Claims Management

 

$

53,383

 

 

$

50,293

 

 

$

155,028

 

 

$

148,549

 

Medical Management

 

 

50,018

 

 

 

48,716

 

 

 

145,374

 

 

 

141,845

 

Total Broadspire Revenues before Reimbursements

 

$

103,401

 

 

$

99,009

 

 

$

300,402

 

 

$

290,394

 

 

The Company's 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.

14


 

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. Revenue is recognized over time as the performance obligations are satisfied through the effort expended to research, investigate, evaluate, document and report the claim and control of these services is transferred to the customer. Revenue is recognized based on the claim type for fixed fee claims, applied based on time elapsed for these claims. For claims billed on a time and expense incurred basis, which are considered variable consideration, the Company recognizes revenue at the amount for 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, 2025 and 2024:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

(in thousands)

 

September 30,
2025

 

 

September 30,
2024

 

 

September 30,
2025

 

 

September 30,
2024

 

Contractor Connection

 

$

16,516

 

 

$

17,051

 

 

$

51,897

 

 

$

52,114

 

Networks

 

 

5,189

 

 

 

20,787

 

 

 

21,729

 

 

 

41,903

 

Subrogation

 

 

7,217

 

 

 

7,458

 

 

 

22,046

 

 

 

22,005

 

Total Platform Solutions Revenues before Reimbursements

 

$

28,922

 

 

$

45,296

 

 

$

95,672

 

 

$

116,022

 

 

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

Claims Management Performance Obligations

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

Contract Balances

The timing of revenue recognition, billings and cash collections result in billed accounts receivables, unbilled accounts receivable reported as "Unbilled revenues, at estimated billable amounts," and "Deferred revenues" on the Company’s unaudited Condensed Consolidated Balance Sheets. Unbilled revenues is recorded 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 its 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.

15


 

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. Deferred revenues related to lifetime claim handling arrangements approximated $40,800,000 and $39,600,000 as of September 30, 2025 and December 31, 2024, respectively. For all fixed fee service agreements, revenues are recognized over the expected service periods, by type of claim. Based upon its historical averages, the Company closes approximately 99% of all cases referred to it under lifetime claim service agreements within five years from the date of referral. Also, within that five-year period, the percentage of cases remaining open in any one particular year has remained relatively consistent from period to period. Each quarter the Company evaluates its historical case closing rates by type of claim utilizing a portfolio approach and adjusts deferred revenues as necessary. As a portfolio approach is utilized to recognize deferred revenues, any changes in estimates will impact the timing of revenue recognition and any changes in estimates are recognized in the period in which they are determined.

The table below presents the deferred revenues balance as of January 1, 2025 and the significant activity affecting deferred revenues during the three, six, and nine months ended September 30, 2025:

 

(In Thousands)

 

 

 

Customer Contract Liabilities

 

Deferred
Revenue

 

Balance at January 1, 2025

 

$

59,685

 

Quarterly additions

 

 

25,100

 

Revenue recognized from the prior periods

 

 

(15,874

)

Revenue recognized from current quarter additions

 

 

(9,406

)

Balance as of March 31, 2025

 

$

59,505

 

Quarterly additions

 

 

26,523

 

Revenue recognized from the prior periods

 

 

(15,165

)

Revenue recognized from current quarter additions

 

 

(9,540

)

Balance as of June 30, 2025

 

$

61,323

 

Quarterly additions

 

 

24,781

 

Revenue recognized from the prior periods

 

 

(15,296

)

Revenue recognized from current quarter additions

 

 

(10,925

)

Balance as of September 30, 2025

 

$

59,883

 

 

Remaining Performance Obligations

As of September 30, 2025, the Company had $113,400,000 of remaining performance obligations related to claims and non-claims services for which the price is fixed. Remaining performance obligations consist of deferred revenues as well as certain claims where the processing has not yet occurred. The Company expects to recognize approximately 70% of its remaining performance obligations as revenues within one year and the remaining balance thereafter.

Costs to Obtain a Contract

The Company has a sales incentive compensation program where payment is based on the revenues recognized in the period. The payment does not represent an incremental cost to the Company that provides a future benefit expected to be longer than one year. Therefore it does not 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 it expects, at contract inception, when the period between a customer’s payment of consideration and the transfer of promised services to the customer will be one year or less. 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.

16


 

4. Credit Losses

The Company maintains an allowance for expected credit losses resulting primarily from the inability of clients to make required payments. Such losses are accounted for as bad debt expense. These allowances are established using historical write-off or adjustment information to project future experience and by considering the current creditworthiness of clients, any known specific collection problems, and an assessment of current industry and economic conditions. The Company evaluates the risks related to its trade receivables and contract assets by considering customer type, geography, and aging. Actual experience may differ significantly from historical or expected loss results. The Company writes off account receivables and unbilled revenues when they become uncollectible, and any payments subsequently received are accounted for as recoveries.

5. Income Taxes

The Company's consolidated effective income tax rate may change periodically due to changes in enacted statutory tax rates, changes in tax law or policy, changes in the composition of taxable income from the countries in which it operates, the Company's ability to utilize net operating loss and tax credit carryforwards, and changes in unrecognized tax benefits.

The provision for income taxes on consolidated income before income taxes totaled $5,813,000 and $5,333,000 for the three months ended September 30, 2025 and 2024, respectively. The overall effective tax rate decreased to 31.9% for the three months ended September 30, 2025 compared with 36.2% for the 2024 period primarily due to improved profitability in certain jurisdictions.

The provision for income taxes on consolidated income before income taxes totaled $14,138,000 and $10,866,000 for the nine months ended September 30, 2025 and 2024, respectively. The overall effective tax rate decreased slightly to 34.4% for the nine months ended September 30, 2025 compared with 34.5% for the 2024 period primarily due to improved profitability in certain jurisdictions, net of the one-time expense of $1,328,000 relating to administrative guidance issued by a foreign tax authority.

The foreign tax administrative guidance issuance noted above also resulted in a one-time indirect tax expense of $3,122,000 for the nine months ended September 30, 2025, which is included in "Selling, general, and administrative expenses" on the unaudited Condensed Consolidated Statements of Operations.

On July 4, 2025, the One Big Beautiful Bill Act (the "OBBBA") was enacted into law in the United States. The OBBBA contains changes to key U.S. federal income tax laws. This change in U.S. tax law was accounted for in the three months ended September 30, 2025, and was immaterial to the Company's overall income tax provision.

6. Defined Benefit Pension Plans

Net periodic cost related to all of the Company's defined benefit pension plans recognized in the Company's unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 2024 included the following components:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

(in thousands)

 

September 30,
2025

 

 

September 30,
2024

 

 

September 30,
2025

 

 

September 30,
2024

 

Service cost

 

$

447

 

 

$

383

 

 

$

1,318

 

 

$

1,145

 

Interest cost

 

 

5,534

 

 

 

5,759

 

 

 

16,318

 

 

 

17,239

 

Expected return on assets

 

 

(6,289

)

 

 

(6,434

)

 

 

(18,516

)

 

 

(19,257

)

Amortization of actuarial loss

 

 

3,164

 

 

 

3,165

 

 

 

9,408

 

 

 

9,479

 

Net periodic cost

 

$

2,856

 

 

$

2,873

 

 

$

8,528

 

 

$

8,606

 

 

For the three months ended September 30, 2025 and 2024, the non-service components of net periodic pension expense totaled $2,409,000 and $2,490,000, respectively. For the nine months ended September 30, 2025 and 2024, the non-service components of net periodic pension expense totaled $7,210,000 and $7,461,000, respectively. These amounts are included in "Other Loss, net" on the unaudited Condensed Consolidated Statements of Operations.

 

For the nine months ended September 30, 2025, the Company made no contributions to the U.S. defined benefit pension plan but contributions of $2,222,000 to the U.K. defined benefit pension plans, as compared with no contributions to the U.S. defined benefit pension plan but contributions of $1,904,000 to the U.K. defined benefit pension plans during the nine months ended September 30, 2024.

17


 

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 2025 and 2024, 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,
2025

 

 

September 30,
2024

 

 

September 30,
2025

 

 

September 30,
2024

 

(in thousands, except per share amounts)

 

CRD-A

 

 

CRD-B

 

 

CRD-A

 

 

CRD-B

 

 

CRD-A

 

 

CRD-B

 

 

CRD-A

 

 

CRD-B

 

Earnings per share - basic:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allocation of undistributed earnings

 

$

5,332

 

 

$

3,354

 

 

$

3,657

 

 

$

2,356

 

 

$

9,949

 

 

$

6,286

 

 

$

6,388

 

 

$

4,166

 

Dividends paid

 

 

2,286

 

 

 

1,436

 

 

 

2,091

 

 

 

1,349

 

 

 

6,523

 

 

 

4,116

 

 

 

6,246

 

 

 

4,074

 

Net income attributable to common shareholders, basic

 

$

7,618

 

 

$

4,790

 

 

$

5,748

 

 

$

3,705

 

 

$

16,472

 

 

$

10,402

 

 

$

12,634

 

 

$

8,240

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding, basic

 

 

30,428

 

 

 

19,142

 

 

 

29,880

 

 

 

19,255

 

 

 

30,303

 

 

 

19,144

 

 

 

29,732

 

 

 

19,390

 

Earnings per share - basic

 

$

0.25

 

 

$

0.25

 

 

$

0.19

 

 

$

0.19

 

 

$

0.54

 

 

$

0.54

 

 

$

0.42

 

 

$

0.42

 

 

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,
2025

 

 

September 30,
2024

 

 

September 30,
2025

 

 

September 30,
2024

 

(in thousands, except per share amounts)

 

CRD-A

 

 

CRD-B

 

 

CRD-A

 

 

CRD-B

 

 

CRD-A

 

 

CRD-B

 

 

CRD-A

 

 

CRD-B

 

Earnings per share - diluted:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allocation of undistributed earnings

 

$

5,365

 

 

$

3,321

 

 

$

3,685

 

 

$

2,328

 

 

$

10,013

 

 

$

6,222

 

 

$

6,436

 

 

$

4,118

 

Dividends paid

 

 

2,286

 

 

 

1,436

 

 

 

2,091

 

 

 

1,349

 

 

 

6,523

 

 

 

4,116

 

 

 

6,246

 

 

 

4,074

 

Net income attributable to common shareholders, diluted

 

$

7,651

 

 

$

4,757

 

 

$

5,776

 

 

$

3,677

 

 

$

16,536

 

 

$

10,338

 

 

$

12,682

 

 

$

8,192

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding, basic

 

 

30,428

 

 

 

19,142

 

 

 

29,880

 

 

 

19,255

 

 

 

30,303

 

 

 

19,144

 

 

 

29,732

 

 

 

19,390

 

Weighted-average effect of dilutive securities

 

 

497

 

 

 

 

 

 

592

 

 

 

 

 

 

502

 

 

 

 

 

 

576

 

 

 

 

Weighted-average common shares outstanding, diluted

 

 

30,925

 

 

 

19,142

 

 

 

30,472

 

 

 

19,255

 

 

 

30,805

 

 

 

19,144

 

 

 

30,308

 

 

 

19,390

 

Earnings per share - diluted

 

$

0.25

 

 

$

0.25

 

 

$

0.19

 

 

$

0.19

 

 

$

0.54

 

 

$

0.54

 

 

$

0.42

 

 

$

0.42

 

 

18


 

Listed below are the shares excluded from the denominator in the preceding computation of diluted earnings per share for CRD-A:

 

 

 

Three Months Ended

 

Nine Months Ended

(in thousands)

 

September 30,
2025

 

September 30,
2024

 

September 30,
2025

 

September 30,
2024

Shares underlying stock options excluded

 

 

 

 

85

Performance stock grants excluded because performance conditions have not been met (1)

 

796

 

1,124

 

801

 

1,135

 

(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, 2025 and 2024, 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,
2025

 

 

September 30,
2024

 

 

September 30,
2025

 

 

September 30,
2024

 

CRD-A issued under the Non-Employee Director Stock Plan

 

 

 

 

 

 

 

 

86

 

 

 

62

 

CRD-A issued under the U.K. Sharesave Scheme

 

 

7

 

 

 

15

 

 

 

113

 

 

 

139

 

CRD-A issued under the Employee Stock Purchase Plan

 

 

178

 

 

 

132

 

 

 

178

 

 

 

164

 

 

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. The Company's Board of Directors subsequently amended this authorization to allow for repurchases through December 31, 2025. Repurchases may be made in the open market or privately negotiated transactions at such times and for such prices as management deems appropriate, subject to applicable regulatory guidelines. The 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, 2025, the Company had remaining authorization to repurchase 813,865 shares under the 2021 Repurchase Authorization.

During the nine months ended September 30, 2025, the Company repurchased 263,098 shares of CRD-A and 12,846 shares of CRD-B at an average cost of $10.71 and $10.40, respectively. During the nine months ended September 30, 2024, the Company did not repurchase any shares of CRD-A and repurchased 385,544 shares of CRD-B at an average cost of $9.34.

19


 

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 adjustments. Foreign currency translation adjustments include the net realized gains from intra-entity loans that are long-term in nature of $353,000 and $696,000 for the three and nine months ended September 30, 2025, 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, 2025

 

 

Nine Months Ended September 30, 2025

 

(in thousands)

 

Foreign
currency
translation
adjustments

 

 

Retirement
liabilities
(1)

 

 

AOCL
attributable
to shareholders
of Crawford &
Company

 

 

Foreign
currency
translation
adjustments

 

 

Retirement
liabilities (1)

 

 

AOCL
attributable
to shareholders
of Crawford &
Company

 

Beginning balance

 

$

(46,747

)

 

$

(162,025

)

 

$

(208,772

)

 

$

(50,079

)

 

$

(167,046

)

 

$

(217,125

)

Other comprehensive income before reclassifications

 

 

(929

)

 

 

 

 

 

(929

)

 

 

2,403

 

 

 

 

 

 

2,403

 

Amounts reclassified from accumulated other comprehensive income to net income

 

 

 

 

 

2,531

 

 

 

2,531

 

 

 

 

 

 

7,552

 

 

 

7,552

 

Net current period other comprehensive income

 

 

(929

)

 

 

2,531

 

 

 

1,602

 

 

 

2,403

 

 

 

7,552

 

 

 

9,955

 

Ending balance

 

$

(47,676

)

 

$

(159,494

)

 

$

(207,170

)

 

$

(47,676

)

 

$

(159,494

)

 

$

(207,170

)

 

 

 

Three Months Ended September 30, 2024

 

 

Nine Months Ended September 30, 2024

 

(in thousands)

 

Foreign
currency
translation
adjustments

 

 

Retirement
liabilities
(1)

 

 

AOCL
attributable
to shareholders
of Crawford &
Company

 

 

Foreign
currency
translation
adjustments

 

 

Retirement
liabilities
(1)

 

 

AOCL
attributable
to shareholders
of Crawford &
Company

 

Beginning balance

 

$

(50,338

)

 

$

(164,064

)

 

$

(214,402

)

 

$

(49,486

)

 

$

(169,129

)

 

$

(218,615

)

Other comprehensive income (loss) before reclassifications

 

 

485

 

 

 

 

 

 

485

 

 

 

(367

)

 

 

 

 

 

(367

)

Amounts reclassified from accumulated other comprehensive income to net income

 

 

 

 

 

2,547

 

 

 

2,547

 

 

 

 

 

 

7,612

 

 

 

7,612

 

Net current period other comprehensive income (loss)

 

 

485

 

 

 

2,547

 

 

 

3,032

 

 

 

(367

)

 

 

7,612

 

 

 

7,245

 

Ending balance

 

$

(49,853

)

 

$

(161,517

)

 

$

(211,370

)

 

$

(49,853

)

 

$

(161,517

)

 

$

(211,370

)

 

(1) Retirement liabilities reclassified to net income are related to the amortization of actuarial losses and are included in "Other Loss, 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) income amounts attributable to noncontrolling interests presented in the Company's unaudited Condensed Consolidated Statements of Shareholders' Investment are foreign currency translation adjustments.

20


 

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, 2025

 

 

 

 

 

 

 

 

 

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)

 

$

11,615

 

 

$

11,615

 

 

$

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Contingent earnout liability (2)

 

$

1,613

 

 

$

 

 

$

 

 

$

1,613

 

(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 Level 3 fair value of the contingent earnout liability was estimated using internally-prepared EBITDA projections and discount rates determined using a combination of observable and unobservable market data updated quarterly based on changes to projections of acquired entities over the earnout periods, which spanned multiple years. The Company recognized a pretax contingent earnout expense totaling $60,000 and $503,000 in the three and nine months ended September 30, 2025, respectively, related to the fair value adjustments of earnout liability. The fair value of the contingent earnout liability is included in "Other accrued liabilities" on the Company's unaudited Condensed Consolidated Balance Sheets, based upon the term of the contingent earnout agreements.

Fair Value Disclosures

There were no transfers of assets between fair value levels during the three and nine months ended September 30, 2025. The categorization of assets and liabilities within the fair value hierarchy and the measurement techniques are reviewed quarterly. Any transfers between levels are deemed to have occurred at the end of the quarter.

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

Nonrecurring Fair Value Disclosures

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

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

There were no goodwill impairments in 2024. The Company did not identify any impairment indicators during the three months ended March 31, 2025, June 30, 2025, or September 30, 2025.

21


 

10. Segment Information

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

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

The Platform Solutions reportable segment represents the aggregation of certain service line operating segments. Intersegment sales are recorded at cost and are not material.

Effective January 1, 2024, the Company combined the operating segments within North America Loss Adjusting and International Operations, and accordingly, there are no operating segments within these reportable segments to aggregate.

The Company's four reportable segments represent components of the business for which separate financial information is available, and which is evaluated regularly by the chief operating decision maker ("CODM"). The Company’s President and CEO, Mr. Rohit Verma, is considered the CODM as he is responsible for strategic decisions including the allocation of resources to each reporting segment and the assessment of their performance. Specifically, he assesses the financial health of each segment, reviews budgeting and resource allocation, directs all strategic planning, reviews investments for new products and technology allocations, evaluates pricing strategies and cash flow management, and oversees risk management for each segment. Mr. Verma regularly meets with the segment managers to discuss financial performance, operational issues and revenue forecasts. Additionally, the segment managers create segment-level budgets and forecasts and receive incentive compensation derived from the operating results of the segments. These financial packages are discussed in the meetings with Mr. Verma.

Operating earnings is the primary financial performance measure used by the Company's senior management and the CODM to evaluate the financial performance of the Company's operating segments and make resource allocation 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. The CODM considers revenues before reimbursements and operating earnings when making decisions about the allocation of operating and capital resources. Operating earnings will differ from net income computed in accordance with GAAP since operating earnings represent segment earnings before certain unallocated corporate and shared costs and credits, net corporate interest expense, stock option expense, amortization of acquisition-related intangible assets, contingent earnout adjustments, non-service pension costs, 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 reportable segments, prior period amounts presented in the current period financial statements are adjusted to conform to the current allocation process.

In the normal course of its business, the Company sometimes pays for certain out-of-pocket expenses that are thereafter reimbursed by its clients. Under GAAP, these out-of-pocket expenses and associated reimbursements are required to be included when reporting expenses and revenues, respectively, in the Company's consolidated results of operations. However, in evaluating segment results, Company management excludes these reimbursements and related expenses from segment results, as they offset each other.

22


 

Financial information as of and for the three and nine months ended September 30, 2025 and 2024 related to the Company's reportable segments is presented below:

 

 

 

Three Months Ended September 30, 2025

 

 

 

North America
Loss Adjusting

 

International
Operations

 

Broadspire

 

Platform
Solutions

 

Total

 

 

 

(In thousands)

 

Revenues before reimbursements

 

$

76,995

 

$

112,853

 

$

103,401

 

$

28,922

 

$

322,171

 

Less:

 

 

 

 

 

 

 

 

 

 

 

Segment Expenses:

 

 

 

 

 

 

 

 

 

 

 

     Compensation

 

 

44,205

 

 

56,312

 

 

48,560

 

 

13,030

 

 

162,107

 

     Benefits and payroll taxes

 

 

8,365

 

 

11,007

 

 

9,666

 

 

2,375

 

 

31,413

 

     Non-employee labor

 

 

1,924

 

 

8,231

 

 

4,176

 

 

681

 

 

15,012

 

Total Compensation

 

 

54,494

 

 

75,550

 

 

62,402

 

 

16,086

 

 

208,532

 

     Office rent and occupancy

 

 

1,077

 

 

3,476

 

 

2,129

 

 

892

 

 

7,574

 

     Other office operating expense (1)

 

 

4,320

 

 

7,239

 

 

4,266

 

 

1,570

 

 

17,395

 

     Depreciation

 

 

1,078

 

 

1,031

 

 

1,442

 

 

1,715

 

 

5,266

 

     Professional fees

 

 

453

 

 

1,925

 

 

4,833

 

 

539

 

 

7,750

 

     Cost of risk

 

 

367

 

 

1,022

 

 

757

 

 

461

 

 

2,607

 

     Other, net (2)

 

 

(913

)

 

(175

)

 

92

 

 

436

 

 

(560

)

Total Other Operating Expense

 

 

6,382

 

 

14,518

 

 

13,519

 

 

5,613

 

 

40,032

 

Allocated corporate, shared services, and administrative costs (3)

 

 

9,178

 

 

15,338

 

 

11,915

 

 

4,639

 

 

41,070

 

Total Segment Expenses

 

 

70,054

 

 

105,406

 

 

87,836

 

 

26,338

 

 

289,634

 

Segment Operating Earnings

 

$

6,941

 

$

7,447

 

$

15,565

 

$

2,584

 

$

32,537

 

Reconciliation of segment operating earnings:

 

 

 

 

 

 

 

 

 

 

 

Unallocated corporate administrative costs (4)

 

 

 

 

 

 

 

 

 

 

(5,946

)

Net corporate interest expense

 

 

 

 

 

 

 

 

 

 

(3,788

)

Stock option expense

 

 

 

 

 

 

 

 

 

 

(52

)

Amortization of acquisition-related intangible assets

 

 

 

 

 

 

 

 

 

 

(2,126

)

Non-service pension costs

 

 

 

 

 

 

 

 

 

 

(2,363

)

Contingent earnout adjustments

 

 

 

 

 

 

 

 

 

 

(60

)

Income before income taxes

 

 

 

 

 

 

 

 

 

 

18,202

 

Income taxes

 

 

 

 

 

 

 

 

 

 

(5,813

)

Net Income

 

 

 

 

 

 

 

 

 

 

12,389

 

Net Income Attributable to Noncontrolling Interests

 

 

 

 

 

 

 

 

 

 

19

 

Net Income Attributable to Shareholders of Crawford & Company

 

 

 

 

 

 

 

 

 

$

12,408

 

 

23


 

 

 

 

Nine Months Ended September 30, 2025

 

 

North America
Loss Adjusting

International
Operations

Broadspire

Platform
Solutions

Total

 

 

(In thousands)

Revenues before reimbursements

 

$234,809

$326,317

$300,402

$95,672

$957,200

Less:

 

 

 

 

 

 

Segment Expenses:

 

 

 

 

 

 

     Compensation

 

134,410

163,474

140,009

43,350

481,243

     Benefits and payroll taxes

 

26,057

31,071

28,306

7,639

93,073

     Non-employee labor

 

4,880

23,893

12,798

2,256

43,827

Total Compensation

 

165,347

218,438

181,113

53,245

618,143

     Office rent and occupancy

 

3,282

10,264

6,371

2,726

22,643

     Other office operating expense (1)

 

13,192

20,916

12,878

5,660

52,646

     Depreciation

 

3,131

3,032

4,328

5,106

15,597

     Professional fees

 

1,290

5,007

13,482

1,814

21,593

     Cost of risk

 

1,018

992

3,089

1,199

6,298

     Other, net (2)

 

1,356

2,799

938

2,809

7,902

Total Other Operating Expense

 

23,269

43,010

41,086

19,314

126,679

Allocated corporate, shared services, and administrative costs (3)

 

29,181

46,330

36,783

14,470

126,764

Total Segment Expenses

 

217,797

307,778

258,982

87,029

871,586

Segment Operating Earnings

 

$17,012

$18,539

$41,420

$8,643

$85,614

Reconciliation of segment operating earnings:

 

 

 

 

 

 

Unallocated corporate administrative costs (4)

 

 

 

 

 

(19,183)

Net corporate interest expense

 

 

 

 

 

(11,590)

Stock option expense

 

 

 

 

 

(450)

Amortization of acquisition-related intangible assets

 

 

 

 

 

(5,751)

Non-service pension costs

 

 

 

 

 

(7,050)

Contingent earnout adjustments

 

 

 

 

 

(503)

Income before income taxes

 

 

 

 

 

41,087

Income taxes

 

 

 

 

 

(14,138)

Net Income

 

 

 

 

 

26,949

Net Income Attributable to Noncontrolling Interests

 

 

 

 

 

(75)

Net Income Attributable to Shareholders of Crawford & Company

 

 

 

 

 

$26,874

 

24


 

 

 

 

Three Months Ended September 30, 2024

 

 

North America
Loss Adjusting

International
Operations

Broadspire

Platform
Solutions

Total

 

 

(In thousands)

Revenues before reimbursements

 

$79,329

$105,741

$99,009

$45,296

$329,375

Less:

 

 

 

 

 

 

Segment Expenses:

 

 

 

 

 

 

     Compensation

 

46,694

52,317

45,958

23,457

168,426

     Benefits and payroll taxes

 

8,643

9,710

9,286

3,664

31,303

     Non-employee labor

 

1,718

7,368

4,436

1,855

15,377

Total Compensation

 

57,055

69,395

59,680

28,976

215,106

     Office rent and occupancy

 

1,119

3,783

2,266

923

8,091

     Other office operating expense (1)

 

4,052

7,147

4,113

2,619

17,931

     Depreciation

 

806

833

1,152

1,546

4,337

     Professional fees

 

474

2,783

4,617

500

8,374

     Cost of risk

 

385

895

1,364

496

3,140

     Other, net (2)

 

681

2,362

217

485

3,745

Total Other Operating Expense

 

7,517

17,803

13,729

6,569

45,618

Allocated corporate, shared services, and administrative costs (3)

 

9,314

13,407

11,198

5,918

39,837

Total Segment Expenses

 

73,886

100,605

84,607

41,463

300,561

Segment Operating Earnings

 

$5,443

$5,136

$14,402

$3,833

$28,814

Reconciliation of segment operating earnings:

 

 

 

 

 

 

Unallocated corporate administrative costs (4)

 

 

 

 

 

(6,979)

Net corporate interest expense

 

 

 

 

 

(4,682)

Stock option expense

 

 

 

 

 

(188)

Amortization of acquisition-related intangible assets

 

 

 

 

 

(1,932)

Non-service pension costs

 

 

 

 

 

(2,441)

Contingent earnout adjustments

 

 

 

 

 

2,128

Income before income taxes

 

 

 

 

 

14,720

Income taxes

 

 

 

 

 

(5,333)

Net Income

 

 

 

 

 

9,387

Net Loss Attributable to Noncontrolling Interests

 

 

 

 

 

66

Net Income Attributable to Shareholders of Crawford & Company

 

 

 

 

 

$9,453

 

25


 

 

 

 

Nine Months Ended September 30, 2024

 

 

North America
Loss Adjusting

International
Operations

Broadspire

Platform
Solutions

Total

 

 

(In thousands)

Revenues before reimbursements

 

$232,724

$306,116

$290,394

$116,022

$945,256

Less:

 

 

 

 

 

 

Segment Expenses:

 

 

 

 

 

 

     Compensation

 

136,432

152,922

134,684

57,673

481,711

     Benefits and payroll taxes

 

26,625

28,995

27,279

9,523

92,422

     Non-employee labor

 

4,173

18,504

13,136

4,114

39,927

Total Compensation

 

167,230

200,421

175,099

71,310

614,060

     Office rent and occupancy

 

3,431

10,785

6,862

2,763

23,841

     Other office operating expense (1)

 

11,527

21,080

11,957

6,882

51,446

     Depreciation

 

2,413

2,421

3,618

4,791

13,243

     Professional fees

 

1,229

8,416

12,870

1,583

24,098

     Cost of risk

 

1,054

2,882

2,679

884

7,499

     Other, net (2)

 

2,014

6,400

1,061

3,511

12,986

Total Other Operating Expense

 

21,668

51,984

39,047

20,414

133,113

Allocated corporate, shared services, and administrative costs (3)

 

29,019

41,183

33,951

17,881

122,034

Total Segment Expenses

 

217,917

293,588

248,097

109,605

869,207

Segment Operating Earnings

 

$14,807

$12,528

$42,297

$6,417

$76,049

Reconciliation of segment operating earnings:

 

 

 

 

 

 

Unallocated corporate administrative costs (4)

 

 

 

 

 

(20,065)

Net corporate interest expense

 

 

 

 

 

(12,534)

Stock option expense

 

 

 

 

 

(494)

Amortization of acquisition-related intangible assets

 

 

 

 

 

(5,656)

Non-service pension costs

 

 

 

 

 

(7,313)

Contingent earnout adjustments

 

 

 

 

 

1,547

Income before income taxes

 

 

 

 

 

31,534

Income taxes

 

 

 

 

 

(10,866)

Net Income

 

 

 

 

 

20,668

Net Loss Attributable to Noncontrolling Interests

 

 

 

 

 

206

Net Income Attributable to Shareholders of Crawford & Company

 

 

 

 

 

$20,874

 

(1)
Other office and operating expenses include travel and entertainment, automobile expenses, office operating expenses and data processing costs.
(2)
Other, net primarily includes bank service charges and advertising expenses.
(3)
Allocated corporate, shared services, and administrative costs, comprise of expenses for administrative functions, including direct compensation, payroll taxes, and benefits which are allocated to each segment based on usage.
(4)
Unallocated corporate and shared costs and credits represent expenses for the Company's Chief Executive Officer and Board of Directors, certain adjustments to self-insured liabilities, certain unallocated legal and professional fees, and certain adjustments and recoveries to the Company's allowances for estimated credit losses.

 

Segment assets consist of accounts receivable, less allowance for expected credit losses, unbilled revenues at estimated billable amounts, goodwill and intangible assets arising from business acquisitions, net. Assets at September 30, 2025 and December 31, 2024 were as follows:

 

 

 

North America Loss Adjusting

 

International Operations

 

Broadspire

 

Platform
Solutions

 

Total

 

 

(In thousands)

September 30, 2025

 

 

 

 

 

 

 

 

 

 

Assets

 

$106,398

 

$152,987

 

$74,548

 

$74,768

 

$408,701

December 31, 2024

 

 

 

 

 

 

 

 

 

 

Assets

 

106,657

 

149,441

 

73,114

 

94,845

 

424,057

 

26


 

Revenues by geographic region and major service line for the North America Loss Adjusting, International Operations, Broadspire and Platform Solutions segments are shown in Note 2, "Revenue Recognition."

Capital expenditures for the three and nine months ended September 30, 2025 and 2024 are shown in the following table:

 

 

 

Three Months Ended

 

Nine Months Ended

(in thousands)

 

September 30,
2025

 

September 30,
2024

 

September 30,
2025

 

September 30,
2024

North America Loss Adjusting

 

$1,083

 

$1,113

 

$4,300

 

$3,320

International Operations

 

227

 

806

 

454

 

974

Broadspire

 

3,946

 

3,423

 

11,291

 

9,340

Platform Solutions

 

777

 

1,182

 

2,739

 

3,598

Corporate

 

3,065

 

4,472

 

8,802

 

12,213

Total capital expenditures

 

$9,098

 

$10,996

 

$27,586

 

$29,445

 

The total of the Company's reportable segments' revenues before reimbursements reconciled to total consolidated revenues for the three and nine months ended September 30, 2025 and 2024 was as follows:

 

 

 

Three Months Ended

 

Nine Months Ended

(in thousands)

 

September 30,
2025

 

September 30,
2024

 

September 30,
2025

 

September 30,
2024

Segments' revenues before reimbursements

 

$322,171

 

$329,375

 

$957,200

 

$945,256

Reimbursements

 

10,636

 

13,351

 

33,541

 

37,396

Total consolidated revenues

 

$332,807

 

$342,726

 

$990,741

 

$982,652

 

The Company's reportable segments' total operating earnings reconciled to consolidated income before income taxes for the three and nine months ended September 30, 2025 and 2024 were as follows:

 

 

 

Three Months Ended

 

Nine Months Ended

(in thousands)

 

September 30,
2025

 

September 30,
2024

 

September 30,
2025

 

September 30,
2024

Operating earnings of all reportable segments

 

$32,537

 

$28,814

 

$85,614

 

$76,049

Unallocated corporate and shared costs and credits

 

(5,946)

 

(6,979)

 

(19,183)

 

(20,065)

Net corporate interest expense

 

(3,788)

 

(4,682)

 

(11,590)

 

(12,534)

Stock option expense

 

(52)

 

(188)

 

(450)

 

(494)

Amortization of acquisition-related intangible assets

 

(2,126)

 

(1,932)

 

(5,751)

 

(5,656)

Non-service pension costs

 

(2,363)

 

(2,441)

 

(7,050)

 

(7,313)

Contingent earnout adjustments

 

(60)

 

2,128

 

(503)

 

1,547

Income before income taxes

 

$18,202

 

$14,720

 

$41,087

 

$31,534

 

27


 

The Company's reportable segments' total assets reconciled to consolidated total assets of the Company at September 30, 2025 and December 31, 2024 are presented in the following table:

 

 

 

September 30,
2025

 

December 31,
2024

 

 

(In thousands)

Assets of reportable segments

 

$408,701

 

$424,057

Corporate assets:

 

 

 

 

Cash and cash equivalents

 

68,767

 

55,412

Income taxes receivable

 

3,626

 

5,337

Prepaid expenses and other current assets

 

35,960

 

40,334

Net property and equipment

 

17,804

 

20,554

Operating lease right-of-use asset, net

 

75,249

 

78,808

Capitalized software costs, net

 

118,123

 

111,854

Deferred income tax assets

 

23,783

 

25,305

Other noncurrent assets

 

47,826

 

42,094

Total corporate assets

 

391,138

 

379,698

Total assets

 

$799,839

 

$803,755

 

11. Commitments and Contingencies

As part of the Company's credit facility, the Company maintains a letter of credit to satisfy certain of its own contractual requirements. On September 30, 2025, the aggregate committed amount of letters of credit outstanding under the credit facility was $8,457,000.

From time to time, the Company enters into certain agreements for the purchase or sale of assets or businesses that contain provisions that may require the Company to make additional payments in the future depending upon the achievement of specified operating results of the acquired company, or provide the Company with an option or similar right to purchase additional assets.

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 probable risks. No assurances can be provided, however, that the result of any such action, claim or proceeding, now known or occurring in the future, will not result in a material adverse effect on our business, financial condition or results of operations.

The Company is subject to numerous federal, state, and foreign labor, employment, worker health and safety, antitrust and competition, environmental and consumer protection, import/export, anti-corruption, and other laws. From time to time the Company faces claims and investigations by employees, former employees, and governmental entities under such laws or employment contracts with such employees or former employees. Such claims, investigations, 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.

28


 

12. 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 Statements of Cash Flows:

 

(In thousands)

 

September 30, 2025

 

 

December 31, 2024

 

 

September 30, 2024

 

 

December 31, 2023

 

Cash and cash equivalents

 

$

68,767

 

 

$

55,412

 

 

$

52,340

 

 

$

58,363

 

Restricted cash within prepaid expenses and other current assets

 

 

348

 

 

 

917

 

 

 

2,343

 

 

 

1,182

 

Total cash, cash equivalents and restricted cash

 

$

69,115

 

 

$

56,329

 

 

$

54,683

 

 

$

59,545

 

 

13. Client Funds

The Company maintains funds in custodial accounts at financial institutions to administer claims for certain clients. These funds are not available for the Company's general operating activities and, as such, have not been recorded in the accompanying unaudited Condensed Consolidated Balance Sheets. The amount of these funds totaled $552,041,000 and $566,280,000 at September 30, 2025 and December 31, 2024, respectively.

14. Subsequent Event

On October 30, 2025, the Company's Board of Directors authorized the addition of 2,000,000 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 813,865 shares at September 30, 2025. Under the new repurchase program, repurchases may be made through December 31, 2027 in the open market or privately negotiated transactions at such times and for such prices as management deems appropriate, subject to applicable regulatory guidelines. The new authorization does not obligate Crawford to acquire any stock, and purchases may be commenced or suspended at any time based on market conditions and other factors that the Company deems appropriate.

29


 

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

Cautionary Statement Concerning Forward-Looking Statements

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

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

a decline in cases referred to us for any reason, including changes in the degree to which property and casualty insurance carriers outsource their claims handling functions,
changes in global economic conditions, including the impact of tariffs,
the impact of changing climate conditions,
changes in interest rates,
changes in foreign currency exchange rates,
changes in regulations and practices of various governmental authorities,
changes in our competitive environment,
changes in the financial condition of our clients,
changes in the rate of inflation and our ability to recover increased operating costs,
the loss of any material customer,
our ability to successfully integrate the operations of acquired businesses,
our ability to timely identify and effectively remediate material weaknesses in internal control over financial reporting,
regulatory changes related to funding of defined benefit pension plans,
our U.S., U.K. and other international defined benefit pension plans and our future funding obligations thereunder,
our ability to complete any transaction involving the acquisition or disposition of assets on terms and at times acceptable to us,
our ability to identify new revenue sources not tied to the insurance underwriting cycle,
our ability to develop or acquire information technology resources to support and grow our business,
our ability to attract and retain qualified personnel,
our ability to renew existing contracts with clients on satisfactory terms,
our ability to collect amounts due from our clients and others,
continued availability of funding under our financing agreements,
general risks associated with doing business outside the U.S., including changes in tax rates,
our ability to comply with the covenants in our financing or other agreements,
changes in the frequency or severity of man-made or natural disasters,
the ability of our third-party service providers, used for certain aspects of our internal business functions, to meet expected service levels,
our ability to prevent or detect cybersecurity breaches and cyber incidents,
our ability to achieve targeted integration goals with the consolidation and migration of multiple software platforms,
proliferation and escalation of international hostilities and geopolitical events, such as the ongoing conflicts in Russia/Ukraine and Israel,
risks associated with our having a controlling shareholder, and
impairments of goodwill or our other indefinite-lived intangible assets.

30


 

As a result, undue reliance should not be placed on any forward-looking statements. Actual results and trends in the future may differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements speak only as of the date they are made and we undertake no obligation to publicly update any of these forward-looking statements in light of new information or future events.

The following Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") should be read in conjunction with (i) our unaudited condensed consolidated financial statements and accompanying notes thereto for the three and nine months ended September 30, 2025 and 2024, and as of September 30, 2025, and December 31, 2024, contained in Item 1 of this Quarterly Report on Form 10-Q, and (ii) our Annual Report on Form 10-K for the year ended December 31, 2024. As described in Note 1, "Basis of Presentation," the financial results of our operations outside of the U.S., Canada, the Caribbean, and certain subsidiaries in the Philippines are included in our consolidated financial statements on a two-month delayed basis (fiscal year-end of October 31) as permitted by U.S. generally accepted accounting principles ("GAAP") in order to provide sufficient time for accumulation of their results.

Results of Operations

Consolidated revenues before reimbursements decreased $(7.2) million, or (2.2)%, for the three months ended September 30, 2025, compared with the same period of 2024. This decrease was due to decreases in our North America Loss Adjusting and Platform Solutions operating segments. Changes in foreign exchange rates increased our consolidated revenues before reimbursements by $3.3 million, or 1.0%, for the three months ended September 30, 2025. Consolidated revenues before reimbursements increased $11.9 million, or 1.3%, for the nine months ended September 30, 2025, compared with the same period of 2024. This increase was due to increases in our North America Loss Adjusting, International Operations and Broadspire operating segments. Changes in foreign exchange rates decreased consolidated revenues before reimbursements by $(1.6) million, or (0.1)%, for the nine months ended September 30, 2025, as compared with the prior year period. To illustrate this impact, segment revenues are presented below, using a constant exchange rate, for the three and nine months ended September 30, 2025.

 

 

 

Three Months Ended

 

 

Three Months Ended

 

 

 

 

 

 

Based on exchange rates for the three months ended September 30, 2024

 

(in thousands, except percentages)

 

September 30,
2025

 

 

September 30,
2024

 

 

Variance

 

 

September 30,
2025

 

 

% Variance

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

North America Loss Adjusting

 

$

76,995

 

 

$

79,329

 

 

 

(2.9

)%

 

$

77,207

 

 

 

(2.7

)%

International Operations

 

 

112,853

 

 

 

105,741

 

 

 

6.7

%

 

 

109,311

 

 

 

3.4

%

Broadspire

 

 

103,401

 

 

 

99,009

 

 

 

4.4

%

 

 

103,401

 

 

 

4.4

%

Platform Solutions

 

 

28,922

 

 

 

45,296

 

 

 

(36.1

)%

 

 

28,922

 

 

 

(36.1

)%

Total revenues before reimbursements

 

 

322,171

 

 

 

329,375

 

 

 

(2.2

)%

 

 

318,841

 

 

 

(3.2

)%

Reimbursements

 

 

10,636

 

 

 

13,351

 

 

 

(20.3

)%

 

 

10,343

 

 

 

(22.5

)%

Total Revenues

 

$

332,807

 

 

$

342,726

 

 

 

(2.9

)%

 

$

329,184

 

 

 

(4.0

)%

 

 

Nine Months Ended

 

 

Nine Months Ended

 

 

 

 

 

Based on exchange rates for the nine months ended September 30, 2024

 

(in thousands, except percentages)

September 30,
2025

 

 

September 30,
2024

 

 

Variance

 

 

September 30,
2025

 

 

% Variance

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

North America Loss Adjusting

$

234,809

 

 

$

232,724

 

 

 

0.9

%

 

$

236,702

 

 

 

1.7

%

International Operations

 

326,317

 

 

 

306,116

 

 

 

6.6

%

 

 

326,059

 

 

 

6.5

%

Broadspire

 

300,402

 

 

 

290,394

 

 

 

3.4

%

 

 

300,402

 

 

 

3.4

%

Platform Solutions

 

95,672

 

 

 

116,022

 

 

 

(17.5

)%

 

 

95,672

 

 

 

(17.5

)%

Total revenues before reimbursements

 

957,200

 

 

 

945,256

 

 

 

1.3

%

 

 

958,835

 

 

 

1.4

%

Reimbursements

 

33,541

 

 

 

37,396

 

 

 

(10.3

)%

 

 

33,600

 

 

 

(10.2

)%

Total Revenues

$

990,741

 

 

$

982,652

 

 

 

0.8

%

 

$

992,435

 

 

 

1.0

%

 

31


 

Excluding foreign currency impacts, consolidated revenues before reimbursements decreased $(10.5) million, or (3.2)%, for the three months ended September 30, 2025, but increased $13.6 million, or 1.4%, for the nine months ended September 30, 2025 compared with the same periods of 2024. Revenues from the North America Loss Adjusting segment decreased in the 2025 third quarter due to a reduction in claims within U.S. Field Operations, partially offset by the transfer of the inspection services business from Platform Solutions. Revenues from the North America Loss Adjusting segment increased for the nine months ended September 30, 2025 due to revenue growth in U.S. Global Technical Services and the addition of the inspection services business transferred from the Platform Solutions segment, partially offset by a decline in U.S. Field Operations revenues. Excluding foreign currency impacts, revenues from the International Operations segment increased in the 2025 third quarter and year-to-date periods in all geographic regions with the exception of Latin America, which decreased slightly for the third quarter. Revenues from the Broadspire segment increased for the quarter and year-to-date periods due to an increase in Claims and Medical Management revenues. Revenues from the Platform Solutions segment decreased in the third quarter and year-to-date periods due to decreases in revenues from weather-related activity and staff augmentation services in the Networks service line and a reduction in inspection services cases due to the transfer of this business to the North America Loss Adjusting segment.

Overall, there was a decrease in cases received of (9.2)% for the three months ended September 30, 2025 and a decrease of (6.2)% for the nine months ended September 30, 2025. Within our North America Loss Adjusting segment, cases increased for the 2025 third quarter and year-to-date periods as a result of an increase in low value inspection services cases transferred from our Platforms Solutions group with minimal revenues. Cases within our International Operations segment declined for the third quarter and year-to-date periods, primarily due to decreases in the U.K., Europe, and Latin America, due to decreases in high-frequency, low-severity cases, and decreases in Australia due to higher weather-related activity in the prior year-to-date period. There was an increase in cases within our Broadspire segment for the third quarter and year-to-date periods primarily due to an increase in new disability clients within Claims Management. Within our Platform Solutions segment, the decreases for the third quarter and year-to-date periods were primarily related to the transfer of low value inspection services to North America Loss Adjusting, as well as a decrease in Contractor Connection and Subrogation cases.

Cases received are presented below by segment for the three and nine months ended September 30, 2025 and 2024:

 

 

 

Three Months Ended

 

Nine Months Ended

(whole numbers, except percentages)

 

September 30,
2025

 

September 30,
2024

 

Variance

 

September 30,
2025

 

September 30,
2024

 

Variance

 North America Loss Adjusting

 

77,301

 

65,702

 

17.7%

 

251,213

 

187,183

 

34.2%

 International Operations

 

102,256

 

112,818

 

(9.4)%

 

330,140

 

369,750

 

(10.7)%

 Broadspire

 

142,609

 

140,801

 

1.3%

 

420,692

 

415,066

 

1.4%

 Platform Solutions

 

43,209

 

83,190

 

(48.1)%

 

127,236

 

231,457

 

(45.0)%

Total Crawford Cases Received

 

365,375

 

402,511

 

(9.2)%

 

1,129,281

 

1,203,456

 

(6.2)%

 

To illustrate exposure to the impact of changes in foreign currencies, revenues before reimbursements are presented below by denominated currency for the three and nine months ended September 30, 2025:

 

 

 

 

 

Three Months Ended

 

 

 

 

 

September 30, 2025

 

 

September 30, 2024

 

(in thousands)

 

 

 

USD equivalent

 

 

% of total

 

 

USD equivalent

 

 

% of total

 

U.S.

 

USD

 

$

186,845

 

 

 

58.0

%

 

$

200,160

 

 

 

60.8

%

U.K.

 

GBP

 

 

45,476

 

 

 

14.1

%

 

 

42,265

 

 

 

12.8

%

Canada

 

CAD

 

 

22,473

 

 

 

7.0

%

 

 

23,474

 

 

 

7.1

%

Australia

 

AUD

 

 

24,116

 

 

 

7.5

%

 

 

23,530

 

 

 

7.1

%

Europe

 

EUR

 

 

17,237

 

 

 

5.3

%

 

 

15,260

 

 

 

4.6

%

Rest of World

 

 

 

 

26,024

 

 

 

8.1

%

 

 

24,686

 

 

 

7.6

%

Total Revenues, before reimbursements

 

 

 

$

322,171

 

 

 

 

 

$

329,375

 

 

 

 

 

 

 

 

 

Nine Months Ended

 

 

 

 

 

September 30, 2025

 

 

September 30, 2024

 

(in thousands)

 

 

 

USD equivalent

 

 

% of total

 

 

USD equivalent

 

 

% of total

 

U.S.

 

USD

 

$

563,365

 

 

 

58.9

%

 

$

569,624

 

 

 

60.3

%

U.K.

 

GBP

 

 

134,140

 

 

 

14.0

%

 

 

123,940

 

 

 

13.1

%

Canada

 

CAD

 

 

67,518

 

 

 

7.1

%

 

 

69,516

 

 

 

7.4

%

Australia

 

AUD

 

 

64,771

 

 

 

6.8

%

 

 

65,507

 

 

 

6.9

%

Europe

 

EUR

 

 

49,911

 

 

 

5.2

%

 

 

45,806

 

 

 

4.8

%

Rest of World

 

 

 

 

77,495

 

 

 

8.0

%

 

 

70,863

 

 

 

7.5

%

Total Revenues, before reimbursements

 

 

 

$

957,200

 

 

 

 

 

$

945,256

 

 

 

 

 

32


 

Costs of services provided, before reimbursements, decreased $(7.6) million, or (3.2)%, for the three months ended September 30, 2025 as compared to 2024. The decrease was primarily due to a decrease in compensation expense in North America Loss Adjusting related to the reduction in claims within U.S. Field Operations, and a decrease in Platform Solutions due to decreases in revenues from weather-related activity and staff augmentation services in the Networks service line. Costs of services provided, before reimbursements, increased $2.4 million, or 0.4%, for the nine months ended September 30, 2025, as compared to the 2024 period. As a percentage of revenues before reimbursements, costs of services increased consistent with the increase in revenues. The increase was primarily due to an increase in compensation expense in International Operations, which had increased revenues in all geographic regions, and Broadspire, which had improvements in Claims and Medical Management revenues. These were partially offset by reductions in compensation expense in North America Loss Adjusting and Platform Solutions.

Selling, general, and administrative ("SG&A") expenses decreased $(2.1) million, or (3.0)%, in the three months ended September 30, 2025 as compared with the 2024 period. The decrease is primarily due to a decrease in professional fees and administrative compensation expenses. SG&A expenses increased $1.2 million, or 0.5%, in the nine months ended September 30, 2025 as compared with the 2024 period, primarily due to a one-time indirect tax expense of $3.1 million, partially offset by lower professional fees and administrative compensation expenses.

Operating Earnings of our Operating Segments

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

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

Administrative functions such as finance, human resources, information technology, quality and compliance, exist both in a centralized shared-service arrangement and within certain operations. Each of these functions is managed by centralized management and the costs of those services are allocated to the segments as indirect costs based on usage.

In addition, we believe that a non-GAAP discussion and analysis of segment gross profit is helpful in understanding the results of our segment operations, excluding indirect centralized administrative support costs. Our discussion and analysis of segment gross profit includes the revenues and direct expenses of each segment. Segment gross profit is defined as revenues, less direct costs, which exclude indirect centralized administrative support costs allocated to the business.

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

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

Additional discussion and analysis of our income taxes, net corporate interest expense, stock option expense, amortization of acquisition-related intangible assets, contingent earnout adjustments, non-service pension costs, and unallocated corporate and shared costs, net follows the discussion and analysis of the results of operations of our four operating segments.

33


 

Segment Revenues

In the normal course of business, our segments incur certain out-of-pocket expenses that are thereafter reimbursed by our clients. Under GAAP, these out-of-pocket expenses and associated reimbursements are required to be included when reporting expenses and revenues, respectively, in our consolidated results of operations as we are considered the principal in these transactions. In the discussion and analysis of results of operations which follows, we do not include a gross up of expenses and revenues for these pass-through reimbursed expenses. The amounts of reimbursed expenses and related revenues offset each other in our results of operations with no impact to our net income or operating earnings. A reconciliation of revenues before reimbursements to consolidated revenues determined in accordance with GAAP is self-evident from the face of the accompanying statements of operations. Unless noted in the following discussion and analysis, revenue amounts exclude reimbursements for out-of-pocket expenses.

Our segment results are impacted by changes in foreign exchange rates. We believe that a non-GAAP discussion and analysis of segment revenues before reimbursements by major region, based on actual exchange rates and using a constant exchange rate, is helpful in understanding the results of our segment operations.

Segment Expenses

Our discussion and analysis of segment operating expenses is comprised of two components: "Direct Compensation, Fringe Benefits & Non-Employee Labor" and "Expenses Other Than Direct Compensation, Fringe Benefits & Non-Employee Labor."

"Direct Compensation, Fringe Benefits & Non-Employee Labor" includes direct compensation, payroll taxes, and benefits provided to the employees of each segment, as well as payments to outsourced service providers that augment our staff in each segment. As a service company, these costs represent our most significant and variable operating expenses.

Costs of administrative functions, including direct compensation, payroll taxes, and benefits, are managed centrally and considered indirect costs. The allocated indirect costs of our shared-services infrastructure are allocated to each segment based on usage and reflected within "Expenses Other Than Direct Compensation, Fringe Benefits & Non-Employee Labor" of each segment.

In addition to allocated corporate and shared costs, "Expenses Other Than Direct Compensation, Fringe Benefits & Non-Employee Labor" includes travel and entertainment, office rent and occupancy costs, automobile expenses, office operating expenses, data processing costs, cost of risk, professional fees, and amortization and depreciation expense other than amortization of acquisition-related intangible assets.

Unless noted in the following discussion and analysis, revenue amounts exclude reimbursements for out-of-pocket expenses and expense amounts exclude reimbursed out-of-pocket expenses.

Segment Performance Indicators

We typically earn our revenues on an individual fee-per-claim basis for claims management services we provide to carriers, brokers and corporates. Accordingly, the volume of claim referrals to us is a key driver of our revenues. We believe that a discussion and analysis of the segment unit volumes, as measured by cases received, is helpful in understanding the results of our operations.

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

34


 

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

(in thousands, except percentages)

 

September 30,
2025

 

 

September 30,
2024

 

 

September 30,
2025

 

 

September 30,
2024

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

North America Loss Adjusting

 

$

76,995

 

 

$

79,329

 

 

$

234,809

 

 

$

232,724

 

International Operations

 

 

112,853

 

 

 

105,741

 

 

 

326,317

 

 

 

306,116

 

Broadspire

 

 

103,401

 

 

 

99,009

 

 

 

300,402

 

 

 

290,394

 

Platform Solutions

 

 

28,922

 

 

 

45,296

 

 

 

95,672

 

 

 

116,022

 

Total Revenues before reimbursements

 

 

322,171

 

 

 

329,375

 

 

 

957,200

 

 

 

945,256

 

Reimbursements

 

 

10,636

 

 

 

13,351

 

 

 

33,541

 

 

 

37,396

 

Total Revenues

 

$

332,807

 

 

$

342,726

 

 

$

990,741

 

 

$

982,652

 

Direct Compensation, Fringe Benefits & Non-Employee Labor:

 

 

 

 

 

 

 

 

 

 

 

 

North America Loss Adjusting

 

$

54,494

 

 

$

57,055

 

 

$

165,347

 

 

$

167,230

 

% of related revenues before reimbursements

 

 

70.8

%

 

 

71.9

%

 

 

70.4

%

 

 

71.9

%

International Operations

 

 

75,550

 

 

 

69,395

 

 

 

218,438

 

 

 

200,421

 

% of related revenues before reimbursements

 

 

66.9

%

 

 

65.6

%

 

 

66.9

%

 

 

65.5

%

Broadspire

 

 

62,402

 

 

 

59,680

 

 

 

181,113

 

 

 

175,099

 

% of related revenues before reimbursements

 

 

60.3

%

 

 

60.3

%

 

 

60.3

%

 

 

60.3

%

Platform Solutions

 

 

16,086

 

 

 

28,976

 

 

 

53,245

 

 

 

71,310

 

% of related revenues before reimbursements

 

 

55.6

%

 

 

64.0

%

 

 

55.7

%

 

 

61.5

%

Total

 

$

208,532

 

 

$

215,106

 

 

$

618,143

 

 

$

614,060

 

% of Revenues before reimbursements

 

 

64.7

%

 

 

65.3

%

 

 

64.6

%

 

 

65.0

%

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

 

 

 

 

 

 

 

 

 

 

 

 

North America Loss Adjusting

 

$

15,560

 

 

$

16,831

 

 

$

52,450

 

 

$

50,687

 

% of related revenues before reimbursements

 

 

20.2

%

 

 

21.2

%

 

 

22.3

%

 

 

21.8

%

International Operations

 

 

29,856

 

 

 

31,210

 

 

 

89,340

 

 

 

93,167

 

% of related revenues before reimbursements

 

 

26.5

%

 

 

29.5

%

 

 

27.4

%

 

 

30.4

%

Broadspire

 

 

25,434

 

 

 

24,927

 

 

 

77,869

 

 

 

72,998

 

% of related revenues before reimbursements

 

 

24.6

%

 

 

25.2

%

 

 

25.9

%

 

 

25.1

%

Platform Solutions

 

 

10,252

 

 

 

12,487

 

 

 

33,784

 

 

 

38,295

 

% of related revenues before reimbursements

 

 

35.4

%

 

 

27.6

%

 

 

35.3

%

 

 

33.0

%

Total before reimbursements

 

 

81,102

 

 

 

85,455

 

 

 

253,443

 

 

 

255,147

 

% of Revenues before reimbursements

 

 

25.2

%

 

 

25.9

%

 

 

26.5

%

 

 

27.0

%

Reimbursements

 

 

10,636

 

 

 

13,351

 

 

 

33,541

 

 

 

37,396

 

Total

 

$

91,738

 

 

$

98,806

 

 

$

286,984

 

 

$

292,543

 

% of Revenues

 

 

27.6

%

 

 

28.8

%

 

 

29.0

%

 

 

29.8

%

Segment Operating Earnings:

 

 

 

 

 

 

 

 

 

 

 

 

North America Loss Adjusting

 

$

6,941

 

 

$

5,443

 

 

$

17,012

 

 

$

14,807

 

% of related revenues before reimbursements

 

 

9.0

%

 

 

6.9

%

 

 

7.2

%

 

 

6.4

%

International Operations

 

 

7,447

 

 

 

5,136

 

 

 

18,539

 

 

 

12,528

 

% of related revenues before reimbursements

 

 

6.6

%

 

 

4.9

%

 

 

5.7

%

 

 

4.1

%

Broadspire

 

 

15,565

 

 

 

14,402

 

 

 

41,420

 

 

 

42,297

 

% of related revenues before reimbursements

 

 

15.1

%

 

 

14.5

%

 

 

13.8

%

 

 

14.6

%

Platform Solutions

 

 

2,584

 

 

 

3,833

 

 

 

8,643

 

 

 

6,417

 

% of related revenues before reimbursements

 

 

8.9

%

 

 

8.5

%

 

 

9.0

%

 

 

5.5

%

(Deduct) Add:

 

 

 

 

 

 

 

 

 

 

 

 

Unallocated corporate and shared costs, net

 

 

(5,946

)

 

 

(6,979

)

 

 

(19,183

)

 

 

(20,065

)

Net corporate interest expense

 

 

(3,788

)

 

 

(4,682

)

 

 

(11,590

)

 

 

(12,534

)

Stock option expense

 

 

(52

)

 

 

(188

)

 

 

(450

)

 

 

(494

)

Amortization of acquisition-related intangible assets

 

 

(2,126

)

 

 

(1,932

)

 

 

(5,751

)

 

 

(5,656

)

Contingent earnout adjustments

 

 

(60

)

 

 

2,128

 

 

 

(503

)

 

 

1,547

 

Non-service pension costs

 

 

(2,363

)

 

 

(2,441

)

 

 

(7,050

)

 

 

(7,313

)

Income before income taxes

 

 

18,202

 

 

 

14,720

 

 

 

41,087

 

 

 

31,534

 

Provision for income taxes

 

 

(5,813

)

 

 

(5,333

)

 

 

(14,138

)

 

 

(10,866

)

Net income

 

 

12,389

 

 

 

9,387

 

 

 

26,949

 

 

 

20,668

 

Net loss (income) attributable to noncontrolling interests

 

 

19

 

 

 

66

 

 

 

(75

)

 

 

206

 

Net income attributable to shareholders of Crawford & Company

 

$

12,408

 

 

$

9,453

 

 

$

26,874

 

 

$

20,874

 

 

35


 

NORTH AMERICA LOSS ADJUSTING SEGMENT

Operating earnings in our North America Loss Adjusting segment totaled $6.9 million, or 9.0% of revenues before reimbursements, for the three months ended September 30, 2025, compared with 2024 operating earnings of $5.4 million, or 6.9% of revenues before reimbursements. For the nine months ended September 30, 2025, our North American Loss Adjusting segment reported operating earnings of $17.0 million, or 7.2% of revenues before reimbursements, compared with 2024 operating earnings of $14.8 million, or 6.4% of revenues before reimbursements. The increase in operating earnings in the 2025 third quarter was driven by improved staff utilization in U.S. Global Technical Services and Canada Loss Adjusting, as well as a decrease in allowance for estimated credit losses. Year-to-date, the increase in operating earnings was due to revenue growth and improved efficiencies in U.S. Global Technical Services, attributable to new client additions and expansion with existing accounts, as well as a decrease in allowance for estimated credit losses.

Excluding centralized indirect support costs, gross profit increased from $14.8 million, or 18.6% of revenues before reimbursements in 2024, to $16.1 million, or 20.9% of revenues before reimbursements, in the three months ended September 30, 2025, primarily due to improved staff utilization in U.S. Global Technical Services, U.S. Field Operations, and Canada Loss Adjusting, as well as a decrease in allowance for estimated credit losses. For the nine months ended September 30, 2025, gross profit increased from $43.8 million or 18.8% of revenues before reimbursements in 2024 to $46.2 million, or 19.7% of revenues before reimbursements, due to revenue growth and improved efficiencies in U.S. Global Technical Services, attributable to new client additions and expansion with existing accounts, as well as a decrease in allowance for estimated credit losses.

Operating results for our North America Loss Adjusting segment, including gross profit, for the three and nine months ended September 30, 2025 and 2024 were as follows:

 

 

 

In thousands (except percentages)

 

 

 

Based on actual exchange rates

 

 

Based on exchange rates
for the three months ended
September 30, 2024

 

Three Months Ended September 30,

 

2025

 

 

2024

 

 

Variance

 

 

2025

 

 

Variance

 

Revenues

 

$

76,995

 

 

$

79,329

 

 

 

(2.9

)%

 

$

77,207

 

 

 

(2.7

)%

Direct expenses

 

 

60,876

 

 

 

64,572

 

 

 

(5.7

)%

 

 

61,050

 

 

 

(5.5

)%

Gross profit

 

 

16,119

 

 

 

14,757

 

 

 

9.2

%

 

 

16,157

 

 

 

9.5

%

Indirect expenses

 

 

9,178

 

 

 

9,314

 

 

 

(1.5

)%

 

 

9,203

 

 

 

(1.2

)%

Total North America Loss Adjusting Operating Earnings

 

$

6,941

 

 

$

5,443

 

 

 

27.5

%

 

$

6,954

 

 

 

27.8

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit margin

 

 

20.9

%

 

 

18.6

%

 

 

2.3

%

 

 

20.9

%

 

 

2.3

%

Operating margin

 

 

9.0

%

 

 

6.9

%

 

 

2.1

%

 

 

9.0

%

 

 

2.1

%

 

 

 

In thousands (except percentages)

 

 

 

Based on actual exchange rates

 

 

Based on exchange rates
for the nine months ended
September 30, 2024

 

Nine Months Ended September 30,

 

2025

 

 

2024

 

 

Variance

 

 

2025

 

 

Variance

 

Revenues

 

$

234,809

 

 

$

232,724

 

 

 

0.9

%

 

$

236,702

 

 

 

1.7

%

Direct expenses

 

 

188,616

 

 

 

188,898

 

 

 

(0.1

)%

 

 

190,313

 

 

 

0.7

%

Gross profit

 

 

46,193

 

 

 

43,826

 

 

 

5.4

%

 

 

46,389

 

 

 

5.8

%

Indirect expenses

 

 

29,181

 

 

 

29,019

 

 

 

0.6

%

 

 

29,458

 

 

 

1.5

%

Total North America Loss Adjusting Operating Earnings

 

$

17,012

 

 

$

14,807

 

 

 

14.9

%

 

$

16,931

 

 

 

14.3

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit margin

 

 

19.7

%

 

 

18.8

%

 

 

0.9

%

 

 

19.6

%

 

 

0.8

%

Operating margin

 

 

7.2

%

 

 

6.4

%

 

 

0.8

%

 

 

7.2

%

 

 

0.8

%

 

36


 

Revenues before Reimbursements

North America Loss Adjusting segment revenues are primarily derived from the property and casualty insurance company markets in the U.S. and Canada. Revenues before reimbursements by major region, based on actual exchange rates and using a constant exchange rate, for the three and nine months ended September 30, 2025 and 2024 were as follows:

 

 

 

Three Months Ended

 

 

 

Based on actual exchange rates

 

 

Based on exchange rates
for the three months ended
September 30, 2024

 

(in thousands, except percentages)

 

September 30,
2025

 

 

September 30,
2024

 

 

Variance

 

 

September 30,
2025

 

 

Variance

 

U.S.

 

$

54,522

 

 

$

55,855

 

 

 

(2.4

)%

 

$

54,522

 

 

 

(2.4

)%

Canada

 

 

22,473

 

 

 

23,474

 

 

 

(4.3

)%

 

 

22,685

 

 

 

(3.4

)%

Total North America Loss Adjusting Revenues before Reimbursements

 

$

76,995

 

 

$

79,329

 

 

 

(2.9

)%

 

$

77,207

 

 

 

(2.7

)%

 

 

 

Nine Months Ended

 

 

 

Based on actual exchange rates

 

 

Based on exchange rates
for the nine months ended
September 30, 2024

 

(in thousands, except percentages)

 

September 30,
2025

 

 

September 30,
2024

 

 

Variance

 

 

September 30,
2025

 

 

Variance

 

U.S.

 

$

167,291

 

 

$

163,208

 

 

 

2.5

%

 

$

167,291

 

 

 

2.5

%

Canada

 

 

67,518

 

 

 

69,516

 

 

 

(2.9

)%

 

 

69,411

 

 

 

(0.2

)%

Total North America Loss Adjusting Revenues before Reimbursements

 

$

234,809

 

 

$

232,724

 

 

 

0.9

%

 

$

236,702

 

 

 

1.7

%

 

Revenues before reimbursements from our North America Loss Adjusting segment totaled $77.0 million in the three months ended September 30, 2025, compared with $79.3 million in the 2024 period. The change in exchange rates decreased our North America Loss Adjusting segment revenues by approximately (0.2)%, or $(0.2) million, for the three months ended September 30, 2025 as compared with the 2024 period. Absent foreign exchange rate fluctuations, North America Loss Adjusting segment revenues would have been $77.2 million for the three months ended September 30, 2025. There was an increase in segment unit volume, measured principally by cases received, of 17.7% for the three months ended September 30, 2025, compared with the 2024 period. This includes an increase in low value inspection services cases, previously handled within Platform Solutions, of 21,400 or 32.6%. There was a decrease in high-frequency, low-severity cases received of (4,300) or (6.5)% within Canada related to flooding during the 2024 period. In addition, there was a decrease in high-frequency, low-severity cases received of (2,200) or (3.3)% within U.S. Field Operations. Changes in product mix and in the rates charged for those services accounted for a 2.4% revenue increase for the three months ended September 30, 2025 compared with the same period in 2024, due to increases in pricing and average fee per case.

Revenues before reimbursements from our North America Loss Adjusting segment totaled $234.8 million in the nine months ended September 30, 2025, compared with $232.7 million in the 2024 period. The change in exchange rates decreased our North America Loss Adjusting segment revenues by approximately (0.8)%, or $(1.9) million, for the nine months ended September 30, 2025 as compared with the 2024 period. Absent foreign exchange rate fluctuations, North America Loss Adjusting segment revenues would have been $236.7 million for the nine months ended September 30, 2025. There was an increase in segment unit volume, measured principally by cases received, of 34.2% for the nine months ended September 30, 2025, compared with the 2024 period. This includes an increase in low value inspection services cases, previously handled within Platform Solutions, of 77,300 or 41.3%. There was a decrease in high-frequency, low-severity cases received of (4,300) or (2.3)% within Canada related to flooding during the 2024 period. In addition, there was a decrease in high-frequency, low-severity cases received of (6,400) or (3.4)% within U.S. Field Operations. Changes in product mix and in the rates charged for those services accounted for a 3.1% revenue increase for the nine months ended September 30, 2025 compared with the same period in 2024, due to increases in pricing and average fee per case.

Revenues decreased in the U.S. and Canada, based on constant foreign exchange rates, for the third quarter. The decrease in revenues within the U.S. was primarily due to declines in U.S Field Operations claims, reflecting lower significant weather events partially offset by the transfer of the inspection services business from Platform Solutions, which contributed $1.1 million to 2025 third quarter revenues. The slight decrease in Canada revenues, was attributable to lower significant weather events, including two major floods that occurred in the prior year third quarter.

 

37


 

On a year-to-date basis, revenues increased in the U.S. and decreased slightly in Canada, based on constant foreign exchange rates. The increase in revenues within the U.S. for the year-to-date period was primarily due to growth in U.S. Global Technical Services due to increased business from new and existing clients, as well as the transfer of the inspection services business from Platform Solutions, which contributed $3.7 million to the increase in 2025 year-to-date revenues. The slight decrease in Canada was attributable to lower significant weather events, including two major floods that occurred in the prior year third quarter.

Revenue variance components for our North America Loss Adjusting segment, for the three and nine months ended September 30, 2025 are summarized as follows:

 

2025 Period compared to 2024 Period Ending:

 

For the Three Months
Ended September 30,

 

For the Nine Months
Ended September 30,

Increase in cases received

 

17.7%

 

34.2%

Decrease due to foreign currency exchange rates

 

(0.2)%

 

(0.8)%

Transfer of low value inspection services cases from Platform Solutions

 

(32.6)%

 

(41.3)%

Reduction in high-frequency, low-severity cases within U.S. field operations

 

3.3%

 

3.4%

Canada high-frequency, low-severity case reduction due to prior year flooding

 

6.5%

 

2.3%

Change in product mix and rates

 

2.4%

 

3.1%

(Decrease) Increase in Revenues before Reimbursements

 

(2.9)%

 

0.9%

 

Reimbursed Expenses included in Total Revenues

Reimbursements for out-of-pocket expenses incurred in our North America Loss Adjusting segment, which are included in total Company revenues, were $2.0 million and $2.2 million for the three months ended September 30, 2025 and 2024, respectively. Reimbursements were $6.4 million and $6.5 million for the nine months ended September 30, 2025 and 2024, respectively.

Case Volume Analysis

North America Loss Adjusting segment unit volumes by geographic region, measured by cases received, for the three and nine months ended September 30, 2025 and 2024 were as follows:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

(whole numbers, except percentages)

 

September 30,
2025

 

 

September 30,
2024

 

 

Variance

 

 

September 30,
2025

 

 

September 30,
2024

 

 

Variance

 

U.S.

 

 

53,327

 

 

 

36,707

 

 

 

45.3

%

 

 

178,486

 

 

 

109,617

 

 

 

62.8

%

Canada

 

 

23,974

 

 

 

28,995

 

 

 

(17.3

)%

 

 

72,727

 

 

 

77,566

 

 

 

(6.2

)%

Total North America Loss Adjusting Cases Received

 

 

77,301

 

 

 

65,702

 

 

 

17.7

%

 

 

251,213

 

 

 

187,183

 

 

 

34.2

%

 

Overall, there was an increase in cases of 17.7% in the three months ended September 30, 2025, compared to the same period in 2024. The increase in U.S. case volumes in the 2025 third quarter was primarily due to the increase in low value inspection services of 21,400 cases, transferred from Platform Solutions. There was a decrease in cases in Canada in the 2025 third quarter primarily due to a decrease in high-frequency, low-severity cases as a result of flooding in prior year third quarter.

There was an increase in cases of 34.2% in the nine months ended September 30, 2025, compared to the same period in 2024. The increase in U.S. case volumes in the 2025 year-to-date period was primarily due to the increase in low value inspection services of 77,300 cases, transferred from Platform Solutions. The decrease in cases in Canada for the 2025 year-to-date period was primarily due to a reduction in high-frequency, low-severity cases as a result of flooding in the prior year third quarter.

38


 

Direct Compensation, Fringe Benefits & Non-Employee Labor

The most significant expense in our North America Loss Adjusting segment is the compensation of employees, including related payroll taxes and fringe benefits, and the payments to outsourced service providers that augment the functions performed by our employees. As a percentage of revenues before reimbursements, these expenses were 70.8% for the three months ended September 30, 2025 compared with 71.9% for the 2024 period. For the nine months ended September 30, 2025, these expenses were 70.4% compared with 71.9% for the 2024 period. The total dollar amount of these expenses decreased to $54.5 million for the three months ended September 30, 2025 from $57.1 million for the comparable 2024 period, and were $165.3 million for the nine months ended September 30, 2025, decreasing from $167.2 million in 2024. The decreases in the 2025 third quarter and year-to-date expenses as a percentage of revenues before reimbursements were due to improved staff utilization in U.S. Global Technical Services and Canada Loss Adjusting, compared to each of the 2024 periods. In addition, the expenses decreased for the 2025 third quarter due to the decrease in revenues for the segment. There was an average of 2,038 full-time equivalent employees in this segment in the nine months ended September 30, 2025 compared with an average of 2,003 in the 2024 period.

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

North America Loss Adjusting expenses other than reimbursements, direct compensation, fringe benefits, and non-employee labor were $15.6 million for the three months ended September 30, 2025 compared with $16.8 million for the 2024 period. As a percentage of revenues before reimbursements, these expenses were 20.2% for the three months ended September 30, 2025 compared with 21.2% for the 2024 period. For the nine months ended September 30, 2025, these expenses were $52.5 million, compared with $50.7 million for the 2024 period. As a percentage of revenues before reimbursements, these expenses were 22.3% for the nine months ended September 30, 2025 compared with 21.8% for the 2024 period. The decreases in the 2025 third quarter expenses and as a percentage of revenues before reimbursements were due to a decrease in allowance for estimated credit losses as compared to the 2024 periods. The increases in the 2025 year-to-date expenses and as a percentage of revenues before reimbursements were due to increases in data processing costs, software costs, and centralized indirect support cost, partially offset by a decrease in allowance for estimated credit losses as compared to the 2024 periods.

INTERNATIONAL OPERATIONS SEGMENT

Operating earnings in our International Operations segment were $7.4 million, or 6.6% of revenues before reimbursements, for the three months ended September 30, 2025, compared with $5.1 million, or 4.9% of revenues before reimbursements, in the 2024 period. For the nine months ended September 30, 2025, our International Operations segment reported operating earnings of $18.5 million, or 5.7% of revenues before reimbursements, compared with operating earnings in 2024 of $12.5 million, or 4.1% of revenues before reimbursements. The increases in operating earnings for the three and nine months ended September 30, 2025 over the comparable 2024 periods was primarily due to improved operating results in the U.K., Asia, and Australia, partially offset by an increase in centralized indirect support costs.

Excluding centralized indirect support costs, gross profit increased from $18.5 million, or 17.5% of revenues before reimbursements in 2024, to $22.8 million, or 20.2% of revenues before reimbursements, in the three months ended September 30, 2025. For the nine months ended September 30, 2025, gross profit increased from $53.7 million, or 17.5% of revenues before reimbursements in 2024, to $64.9 million, or 19.9% of revenues before reimbursements. The increase in gross profit for the three and nine months ended September 30, 2025 over the comparable 2024 periods was primarily due to improved operating results in the U.K., Asia, and Australia during each period.

Operating results for our International Operations segment, including gross profit, for the three and nine months ended September 30, 2025 and 2024 were as follows:

 

 

 

In thousands (except percentages)

 

 

 

Based on actual exchange rates

 

 

Based on exchange rates
for the three months ended
September 30, 2024

 

Three Months Ended September 30,

 

2025

 

 

2024

 

 

Variance

 

 

2025

 

 

Variance

 

Revenues

 

$

112,853

 

 

$

105,741

 

 

 

6.7

%

 

$

109,311

 

 

 

3.4

%

Direct expenses

 

 

90,069

 

 

 

87,198

 

 

 

3.3

%

 

 

87,028

 

 

 

(0.2

)%

Gross profit

 

 

22,784

 

 

 

18,543

 

 

 

22.9

%

 

 

22,283

 

 

 

20.2

%

Indirect expenses

 

 

15,337

 

 

 

13,407

 

 

 

14.4

%

 

 

14,950

 

 

 

11.5

%

Total International Operations Operating Earnings

 

$

7,447

 

 

$

5,136

 

 

 

45.0

%

 

$

7,333

 

 

 

42.8

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit margin

 

 

20.2

%

 

 

17.5

%

 

 

2.7

%

 

 

20.4

%

 

 

2.9

%

Operating margin

 

 

6.6

%

 

 

4.9

%

 

 

1.7

%

 

 

6.7

%

 

 

1.8

%

 

39


 

 

 

In thousands (except percentages)

 

 

 

Based on actual exchange rates

 

 

Based on exchange rates
for the nine months ended
September 30, 2024

 

Nine Months Ended September 30,

 

2025

 

 

2024

 

 

Variance

 

 

2025

 

 

Variance

 

Revenues

 

$

326,317

 

 

$

306,116

 

 

 

6.6

%

 

$

326,059

 

 

 

6.5

%

Direct expenses

 

 

261,449

 

 

 

252,405

 

 

 

3.6

%

 

 

260,735

 

 

 

3.3

%

Gross profit

 

 

64,868

 

 

 

53,711

 

 

 

20.8

%

 

 

65,324

 

 

 

21.6

%

Indirect expenses

 

 

46,329

 

 

 

41,183

 

 

 

12.5

%

 

 

46,742

 

 

 

13.5

%

Total International Operations Operating Earnings

 

$

18,539

 

 

$

12,528

 

 

 

48.0

%

 

$

18,582

 

 

 

48.3

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit margin

 

 

19.9

%

 

 

17.5

%

 

 

2.4

%

 

 

20.0

%

 

 

2.5

%

Operating margin

 

 

5.7

%

 

 

4.1

%

 

 

1.6

%

 

 

5.7

%

 

 

1.6

%

 

Revenues before Reimbursements

International Operations segment revenues are primarily derived from the global property and casualty insurance company markets in the U.K, Europe, Australia, Asia and Latin America. Revenues before reimbursements by major region, based on actual exchange rates and using a constant exchange rate, for the three and nine months ended September 30, 2025 and 2024 were as follows:

 

 

 

Three Months Ended

 

 

 

Based on actual exchange rates

 

 

Based on exchange rates
for the three months ended
September 30, 2024

 

(in thousands, except percentages)

 

September 30,
2025

 

 

September 30,
2024

 

 

Variance

 

 

September 30,
2025

 

 

Variance

 

U.K.

 

$

45,476

 

 

$

42,265

 

 

 

7.6

%

 

$

42,981

 

 

 

1.7

%

Europe

 

 

26,801

 

 

 

25,116

 

 

 

6.7

%

 

 

25,413

 

 

 

1.2

%

Australia

 

 

24,116

 

 

 

23,530

 

 

 

2.5

%

 

 

24,670

 

 

 

4.8

%

Asia

 

 

8,077

 

 

 

5,847

 

 

 

38.1

%

 

 

7,582

 

 

 

29.7

%

Latin America

 

 

8,383

 

 

 

8,983

 

 

 

(6.7

)%

 

 

8,665

 

 

 

(3.5

)%

Total International Operations Revenues before Reimbursements

 

$

112,853

 

 

$

105,741

 

 

 

6.7

%

 

$

109,311

 

 

 

3.4

%

 

 

 

Nine Months Ended

 

 

 

Based on actual exchange rates

 

 

Based on exchange rates
for the nine months ended
September 30, 2024

 

(in thousands, except percentages)

 

September 30,
2025

 

 

September 30,
2024

 

 

Variance

 

 

September 30,
2025

 

 

Variance

 

U.K.

 

$

134,140

 

 

$

123,940

 

 

 

8.2

%

 

$

130,936

 

 

 

5.6

%

Europe

 

 

80,354

 

 

 

73,190

 

 

 

9.8

%

 

 

79,876

 

 

 

9.1

%

Australia

 

 

64,771

 

 

 

65,507

 

 

 

(1.1

)%

 

 

66,901

 

 

 

2.1

%

Asia

 

 

21,480

 

 

 

16,820

 

 

 

27.7

%

 

 

20,875

 

 

 

24.1

%

Latin America

 

 

25,572

 

 

 

26,659

 

 

 

(4.1

)%

 

 

27,471

 

 

 

3.0

%

Total International Operations Revenues before Reimbursements

 

$

326,317

 

 

$

306,116

 

 

 

6.6

%

 

$

326,059

 

 

 

6.5

%

 

Revenues before reimbursements from our International Operations segment totaled $112.9 million in the three months ended September 30, 2025, compared with $105.7 million in the 2024 period. Absent foreign exchange fluctuations, each geographic region increased in revenues for the quarter with the exception of Latin America. The change in exchange rates increased our International Operations segment revenues by approximately 3.3%, or $3.6 million, for the three months ended September 30, 2025 as compared with the 2024 period. Absent foreign exchange rate fluctuations, International Operations segment revenues would have been $109.3 million for the three months ended September 30, 2025. There was a decrease in segment unit volume, measured principally by cases received, of (9.4)% for the three months ended September 30, 2025, compared with the 2024 period. There was a decrease in high-frequency, low-severity cases of (8,500), or (7.5)%, primarily in Brazil and Germany. There was also an increase in higher-value third-party administration claims in the U.K., which led to a 2.6% increase in revenue for the three months ended September 30, 2025, compared with the 2024 period. Changes in product mix and in the rates charged for those services accounted for a 2.7% revenue increase for the three months ended September 30, 2025 compared with the same period in 2024.

40


 

Revenues before reimbursements from our International Operations segment totaled $326.3 million in the nine months ended September 30, 2025, compared with $306.1 million in the 2024 period. Absent foreign exchange fluctuations, each geographic region increased in revenues for the year-to-date period. The change in exchange rates increased our International Operations segment revenues by approximately 0.1%, or $0.2 million, for the nine months ended September 30, 2025 as compared with 2024. Absent foreign exchange rate fluctuations, International Operations segment revenues would have been $326.1 million for the nine months ended September 30, 2025. There was a decrease in segment unit volume, measured principally by cases received, of (10.7)% for the nine months ended September 30, 2025, compared with the 2024 period. There was a decrease in high-frequency, low-severity cases of (38,000), or (10.3%), primarily in Brazil and the U.K. There was also an increase in higher-value third-party administration claims in the U.K, which led to a 4.2% increase in revenue for the nine months ended September 30, 2025, compared with the 2024 period. Changes in product mix and in the rates charged for those services accounted for a 2.7% revenue increase for the nine months ended September 30, 2025 compared with the same period in 2024.

Based on constant foreign exchange rates, the increase in revenues in the U.K. for the 2025 third quarter and year-to-date period was due to an increase in higher-value third-party administration revenues. There was an increase in revenues in Europe in the 2025 periods, compared with 2024, due to an expansion of the Spanish business. There was an increase in Australia in the 2025 periods, compared with 2024, due to increases in small weather events. There was an increase in revenues in Asia in the 2025 periods, compared with 2024, due to increases in Taiwan for claims related to the earthquake that occurred in 2024 and related to an earthquake impacting Thailand that occurred in the second quarter of 2025 that continues to generate revenues into the third quarter. The increase in revenues in Latin America in the 2025 periods was primarily driven by increased revenues in Brazil and Chile.

Revenue variance components for our International Operations segment, for the three and nine months ended September 30, 2025 are summarized as follows:

 

2025 Period compared to 2024 Period Ending:

 

For the Three Months
Ended September 30,

 

For the Nine Months
Ended September 30,

Decrease in cases received

 

(9.4)%

 

(10.7)%

Increase due to foreign currency exchange rates

 

3.3%

 

0.1%

Increase in U.K. revenues related to higher-value third-party administration claims

 

2.6%

 

4.2%

Change in high-frequency, low-severity cases received, primarily within the U.K., Brazil, and Germany

 

7.5%

 

10.3%

Change in product mix and rates

 

2.7%

 

2.7%

Increase in Revenues before Reimbursements

 

6.7%

 

6.6%

 

Reimbursed Expenses included in Total Revenues

Reimbursements for out-of-pocket expenses incurred in our International Operations segment, which are included in total Company revenues, were $7.6 million and $9.4 million for the three months ended September 30, 2025 and 2024, respectively. Reimbursements were $24.1 million and $26.6 million for the nine months ended September 30, 2025 and 2024, respectively.

Case Volume Analysis

International Operations segment unit volumes by geographic region, measured by cases received, for the three and nine months ended September 30, 2025 and 2024 were as follows:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

(whole numbers, except percentages)

 

September 30,
2025

 

 

September 30,
2024

 

 

Variance

 

 

September 30,
2025

 

 

September 30,
2024

 

 

Variance

 

U.K.

 

 

27,616

 

 

 

28,343

 

 

 

(2.6

)%

 

 

86,388

 

 

 

101,364

 

 

 

(14.8

)%

Europe

 

 

40,827

 

 

 

46,244

 

 

 

(11.7

)%

 

 

133,587

 

 

 

135,122

 

 

 

(1.1

)%

Australia

 

 

10,154

 

 

 

9,239

 

 

 

9.9

%

 

 

32,629

 

 

 

42,176

 

 

 

(22.6

)%

Asia

 

 

8,194

 

 

 

7,346

 

 

 

11.5

%

 

 

23,374

 

 

 

19,351

 

 

 

20.8

%

Latin America

 

 

15,465

 

 

 

21,646

 

 

 

(28.6

)%

 

 

54,162

 

 

 

71,737

 

 

 

(24.5

)%

Total International Operations Cases Received

 

 

102,256

 

 

 

112,818

 

 

 

(9.4

)%

 

 

330,140

 

 

 

369,750

 

 

 

(10.7

)%

 

41


 

Overall, there was a decrease in cases received of (9.4)% for the three months ended September 30, 2025, compared with the 2024 period. There was a decrease in the U.K. in the third quarter due to decreases in high-frequency, low-severity cases in third party administration. The decrease in Europe was primarily due to decreases in high-frequency, low-severity cases in third party administration within Germany. Cases increased in Australia due to an increase in small weather activity. The increase in cases received in Asia was due to an increase in cases in Thailand and Singapore. Latin America experienced a decrease in high-frequency, low-value cases received in Brazil.

There was a decrease in cases received of (10.7)% for the nine months ended September 30, 2025, compared with the 2024 period. There was a decrease in cases in the U.K. due to decreases in high-frequency, low-severity cases in third party administration. Cases slightly decreased in Europe due to a decrease in claims in Germany, offset by an increase in claims in Spain. Australia decreased primarily due to higher weather-related activity in the prior year. The increase in cases received in Asia was due to an increase in cases in Thailand and Singapore. Latin America experienced a decrease in high-frequency, low-value cases received in Brazil.

Direct Compensation, Fringe Benefits & Non-Employee Labor

The most significant expense in our International Operations segment is the compensation of employees, including related payroll taxes and fringe benefits, and the payments to outsourced service providers that augment the functions performed by our employees. As a percentage of revenues before reimbursements, these expenses were 66.9% for the three months ended September 30, 2025 compared with 65.6% for the 2024 period. The total dollar amount of these expenses was $75.6 million for the three months ended September 30, 2025, compared to $69.4 million for the 2024 period. For the nine months ended September 30, 2025, these expenses were 66.9%, compared with 65.5% in 2024, and were $218.4 million for the nine months ended September 30, 2025 compared to $200.4 million in 2024. The increase in cost and as a percentage of revenues before reimbursements for the 2025 third quarter was due to an increase in compensation expense, related to the increase in revenues, including incentive compensation. The increase in cost and as a percentage of revenues before reimbursements for the year-to-date period was due to an increase in compensation expense, related to the increase in revenues, including incentive compensation, and an increase in non-employee labor. There was an average of 3,511 full-time equivalent employees in this segment in the nine months ended September 30, 2025, compared with an average of 3,638 in the 2024 period.

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

International Operations expenses other than reimbursements, direct compensation, fringe benefits, and non-employee labor were $29.9 million for the three months ended September 30, 2025 compared with $31.2 million for the 2024 period. As a percentage of revenues before reimbursements, these expenses were 26.5% for the three months ended September 30, 2025 compared with 29.5% for the 2024 period. For the nine months ended September 30, 2025, these expenses were $89.3 million, compared with $93.2 million for the 2024 period. As a percentage of revenues before reimbursements, these expenses were 27.4% for the nine months ended September 30, 2025, compared with 30.4% for the 2024 period. The decrease in the expense and as a percentage of revenues before reimbursements for the 2025 third quarter was due to a reduction in professional and legal fees, partially offset by an increase in centralized indirect support costs. The year-to-date period decrease was due to a reduction in professional and legal fees as well as an insurance recovery, partially offset by an increase in centralized indirect support costs.

BROADSPIRE SEGMENT

Our Broadspire segment reported operating earnings of $15.6 million, or 15.1% of revenues before reimbursements, for the three months ended September 30, 2025 as compared with $14.4 million, or 14.5% of revenues before reimbursements, for the third quarter of 2024. For the nine months ended September 30, 2025, our Broadspire segment reported operating earnings of $41.4 million, or 13.8% of revenues before reimbursements, compared with 2024 operating earnings of $42.3 million, or 14.6% of revenues before reimbursements. The increase in the 2025 third quarter was primarily due to a decrease in cost of risk and office rent costs. The decrease in the 2025 year-to-date period was primarily due to an increase in software and centralized indirect support costs.

Excluding centralized indirect support costs, third quarter gross profit increased from $25.6 million, or 25.9% of revenues before reimbursements in 2024, to $27.5 million, or 26.6% of revenues before reimbursements in 2025. For the nine months ended September 30, 2025, gross profit increased from $76.2 million, or 26.3% of revenues before reimbursements in 2024, to $78.2 million, or 26.0% of revenues before reimbursements. This increase in gross profit for the 2025 third quarter was primarily due to the increase in revenues and a reduction in cost of risk. For the year-to-date period, gross profit increased primarily due to the increased revenues, partially offset by increases in software costs.

42


 

Operating results for our Broadspire segment, including gross profit, for the three and nine months ended September 30, 2025 and 2024 were as follows:

 

 

 

In thousands (except percentages)

 

Three Months Ended September 30,

 

2025

 

 

2024

 

 

Variance

 

Revenues

 

$

103,401

 

 

$

99,009

 

 

 

4.4

%

Direct expenses

 

 

75,921

 

 

 

73,409

 

 

 

3.4

%

Gross profit

 

 

27,480

 

 

 

25,600

 

 

 

7.3

%

Indirect expenses

 

 

11,915

 

 

 

11,198

 

 

 

6.4

%

Total Broadspire Operating Earnings

 

$

15,565

 

 

$

14,402

 

 

 

8.1

%

 

 

 

 

 

 

 

 

 

 

Gross profit margin

 

 

26.6

%

 

 

25.9

%

 

 

0.7

%

Operating margin

 

 

15.1

%

 

 

14.5

%

 

 

0.6

%

 

 

 

In thousands (except percentages)

 

Nine Months Ended September 30,

 

2025

 

 

2024

 

 

Variance

 

Revenues

 

$

300,402

 

 

$

290,394

 

 

 

3.4

%

Direct expenses

 

 

222,199

 

 

 

214,146

 

 

 

3.8

%

Gross profit

 

 

78,203

 

 

 

76,248

 

 

 

2.6

%

Indirect expenses

 

 

36,783

 

 

 

33,951

 

 

 

8.3

%

Total Broadspire Operating Earnings

 

$

41,420

 

 

$

42,297

 

 

 

(2.1

)%

 

 

 

 

 

 

 

 

 

 

Gross profit margin

 

 

26.0

%

 

 

26.3

%

 

 

(0.3

)%

Operating margin

 

 

13.8

%

 

 

14.6

%

 

 

(0.8

)%

 

Revenues before Reimbursements

Broadspire revenues are derived from the casualty and disability insurance and self-insured markets in the U.S. Revenues before reimbursements by service line for the three and nine months ended September 30, 2025 and 2024 were as follows:

 

 

 

Three Months Ended

 

(in thousands, except percentages)

 

September 30,
2025

 

 

September 30,
2024

 

 

Variance

 

Claims Management

 

$

53,383

 

 

$

50,293

 

 

 

6.1

%

Medical Management

 

 

50,018

 

 

 

48,716

 

 

 

2.7

%

Total Broadspire Revenues before Reimbursements

 

$

103,401

 

 

$

99,009

 

 

 

4.4

%

 

 

 

Nine Months Ended

(in thousands, except percentages)

 

September 30,
2025

 

September 30,
2024

 

Variance

Claims Management

 

$155,028

 

$148,549

 

4.4%

Medical Management

 

145,374

 

141,845

 

2.5%

Total Broadspire Revenues before Reimbursements

 

$300,402

 

$290,394

 

3.4%

 

Revenues before reimbursements from our Broadspire segment totaled $103.4 million in the three months ended September 30, 2025 compared with $99.0 million in the 2024 period. This increase was primarily due to an increase in pricing in both service lines and a rise in cases in Claims Management. There was an increase in segment unit volume, measured principally by cases received, of 1.3% for the three months ended September 30, 2025 compared with the same period of 2024. This was primarily due to an increase in new disability clients within our Claims Management service line. Revenues were negatively impacted by a $(1.1) million decrease in revenues within our Claims Management service line related to income earned which offsets the costs of managing the funds maintained to administer claims for our customers, for which no cases are received, or (1.1)% decrease in revenues. There was also a $1.0 million increase in revenues within our Medical Management service line for which no cases are received, or a 1.0% increase in revenues. Changes in product mix and in the rates charged for those services accounted for a 3.2% revenue increase for the 2025 third quarter compared with the 2024 period.

43


 

For the nine months ended September 30, 2025, revenues before reimbursements from our Broadspire segment totaled $300.4 million compared with $290.4 million in the 2024 period. This increase was primarily due to an increase in pricing in both service lines and a rise in cases in Claims Management. There was an increase in segment unit volume, measured principally by cases received, of 1.4% for the nine months ended September 30, 2025 compared with the same period of 2024. This was primarily due to an increase in new disability clients within our Claims Management service line. Revenues were negatively impacted by a $(2.6) million decrease in revenues within our Claims Management service line related to income earned which offsets the costs of managing the funds maintained to administer claims for our customers, for which no cases are received, or (0.9)% decrease in revenues. There was also a $3.3 million increase in revenues within our Medical Management service line for which no cases are received, or 1.1% of the increase in revenues. Changes in product mix and in the rates charged for those services accounted for a 1.8% revenue increase for the 2025 nine-month period compared with the 2024 period.

Revenue variance components for our Broadspire segment, for the three and nine months ended September 30, 2025 are summarized as follows:

 

2025 Period compared to 2024 Period Ending:

 

For the Three Months
Ended September 30,

 

For the Nine Months
Ended September 30,

Increase in cases received

 

1.3%

 

1.4%

Decrease in claims management revenues with no cases received

 

(1.1)%

 

(0.9)%

Increase in medical management revenues with no cases received

 

1.0%

 

1.1%

Change in product mix and rates

 

3.2%

 

1.8%

Increase in Revenues before Reimbursements

 

4.4%

 

3.4%

 

Reimbursed Expenses included in Total Revenues

Reimbursements for out-of-pocket expenses incurred in our Broadspire segment were $0.9 million and $0.8 million for the three months ended September 30, 2025 and 2024, respectively. Reimbursements were $2.4 million and $2.8 million for the nine months ended September 30, 2025 and 2024, respectively.

Case Volume Analysis

Broadspire unit volumes by service line, as measured by cases received, for the three and nine months ended September 30, 2025 and 2024 were as follows:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

(whole numbers, except percentages)

 

September 30,
2025

 

 

September 30,
2024

 

 

Variance

 

 

September 30,
2025

 

 

September 30,
2024

 

 

Variance

 

Claims Management

 

 

102,302

 

 

 

100,121

 

 

 

2.2

%

 

 

300,724

 

 

 

291,549

 

 

 

3.1

%

Medical Management

 

 

40,307

 

 

 

40,680

 

 

 

(0.9

)%

 

 

119,968

 

 

 

123,517

 

 

 

(2.9

)%

Total Broadspire Cases Received

 

 

142,609

 

 

 

140,801

 

 

 

1.3

%

 

 

420,692

 

 

 

415,066

 

 

 

1.4

%

 

Overall case volumes increased 1.3% and 1.4% for the three and nine months ended September 30, 2025, respectively, due primarily to an increase in new disability clients within our Claims Management service line.

Direct Compensation, Fringe Benefits & Non-Employee Labor

The most significant expense in our Broadspire segment is the compensation of employees, including related payroll taxes and fringe benefits, and the payments to outsourced service providers that augment the functions performed by our employees. These expenses totaled $62.4 million for the three months ended September 30, 2025, compared to $59.7 million for the 2024 period. As a percent of the related revenues before reimbursements, these expenses remained consistent at 60.3% for each of the 2024 and 2025 quarters. For the nine months ended September 30, 2025, these expenses totaled $181.1 million, compared to $175.1 million in 2024. For the nine months ended September 30, 2025, these expenses, as a percent of the related revenues before reimbursements, remained consistent with the 2024 period at 60.3%. The increase in cost in the third quarter and year-to-date periods was primarily due to increased employees, average wages, and incentive compensation, related to the increase in revenues. Average full-time equivalent employees in this segment totaled 2,799 in the nine months ended September 30, 2025, compared with 2,691 in the 2024 period.

44


 

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

Broadspire segment expenses other than reimbursements, direct compensation, fringe benefits, and non-employee labor as a percent of revenues before reimbursements were 24.6% for the three months ended September 30, 2025, compared with 25.2% in the 2024 period. The amount of these expenses increased from $24.9 million for the three months ended September 30, 2024 to $25.4 million in 2025. For the nine months ended September 30, 2025 and 2024, these expenses were $77.9 million and $73.0 million, respectively. As a percentage of revenues before reimbursements, these expenses were 25.9% for the nine months ended September 30, 2025, compared with 25.1% for the 2024 period. While costs increased during the third quarter due to an increase in indirect support costs, costs as a percentage of revenues before reimbursements decreased due to improved operating leverage. The increase in year-to-date expenses and percentages of revenues before reimbursements was due to higher software costs and higher indirect support costs.

PLATFORM SOLUTIONS SEGMENT

Our Platform Solutions segment reported operating earnings of $2.6 million for the three months ended September 30, 2025, compared with operating earnings of $3.8 million in the 2024 period. The segment operating margin increased from 8.5% for the three months ended September 30, 2024, to 8.9% in the comparable 2025 period. For the nine months ended September 30, 2025, our Platform Solutions segment reported operating earnings of $8.6 million, or 9.0% of revenues before reimbursements, compared with 2024 operating earnings of $6.4 million, or 5.5% of revenues before reimbursements. The decrease in the third quarter operating earnings was primarily due to the decreased staff augmentation services in our Networks service line as operating margin as a percent of revenues before reimbursements increased slightly. The increase in operating earnings for the year-to-date period was due to a reduction in costs related to low value inspection services previously handled within our Networks service line, lower compensation costs due to decreased staff augmentation revenues, and a decrease in centralized indirect support costs.

Excluding indirect support costs, gross profit in the third quarter decreased from $9.8 million, or 21.5% of revenues before reimbursements in 2024, to $7.2 million, or 25.0% of revenues before reimbursements, in 2025. For the nine months ended September 30, 2025, gross profit decreased from $24.3 million, or 20.9% of revenues before reimbursements in 2024, to $23.1 million, or 24.2% of revenues before reimbursements in 2025. The decrease in gross profit was primarily due to the decreased staff augmentation services. The increase in gross profit as a percent of revenues before reimbursements was due to a reduction in costs related to low value inspection services previously handled within our Networks service line and lower compensation costs due to decreased staff augmentation revenues.

Operating results for our Platform Solutions segment, including gross profit, for the three and nine months ended September 30, 2025 and 2024 were as follows:

 

 

 

In thousands (except percentages)

 

Three Months Ended September 30,

 

2025

 

 

2024

 

 

Variance

 

Revenues

 

$

28,922

 

 

$

45,296

 

 

 

(36.1

)%

Direct expenses

 

 

21,699

 

 

 

35,545

 

 

 

(39.0

)%

Gross profit

 

 

7,223

 

 

 

9,751

 

 

 

(25.9

)%

Indirect expenses

 

 

4,639

 

 

 

5,918

 

 

 

(21.6

)%

Total Platform Solutions Operating Earnings

 

$

2,584

 

 

$

3,833

 

 

 

(32.6

)%

 

 

 

 

 

 

 

 

 

 

Gross profit margin

 

 

25.0

%

 

 

21.5

%

 

 

3.5

%

Operating margin

 

 

8.9

%

 

 

8.5

%

 

 

0.4

%

 

 

 

In thousands (except percentages)

 

Nine Months Ended September 30,

 

2025

 

 

2024

 

 

Variance

 

Revenues

 

$

95,672

 

 

$

116,022

 

 

 

(17.5

)%

Direct expenses

 

 

72,559

 

 

 

91,724

 

 

 

(20.9

)%

Gross profit

 

 

23,113

 

 

 

24,298

 

 

 

(4.9

)%

Indirect expenses

 

 

14,470

 

 

 

17,881

 

 

 

(19.1

)%

Total Platform Solutions Operating Earnings

 

$

8,643

 

 

$

6,417

 

 

 

34.7

%

 

 

 

 

 

 

 

 

 

 

Gross profit margin

 

 

24.2

%

 

 

20.9

%

 

 

3.3

%

Operating margin

 

 

9.0

%

 

 

5.5

%

 

 

3.5

%

 

45


 

Revenues before Reimbursements

Platform Solutions segment revenues are primarily derived from the property and casualty insurance company markets in the U.S. Revenues before reimbursements by service line for the three and nine months ended September 30, 2025 and 2024 were as follows:

 

 

 

Three Months Ended

 

(in thousands, except percentages)

 

September 30,
2025

 

 

September 30,
2024

 

 

Variance

 

Contractor Connection

 

$

16,516

 

 

$

17,051

 

 

 

(3.1

)%

Networks

 

 

5,189

 

 

 

20,787

 

 

 

(75.0

)%

Subrogation

 

 

7,217

 

 

 

7,458

 

 

 

(3.2

)%

Total Platform Solutions Revenues before Reimbursements

 

$

28,922

 

 

$

45,296

 

 

 

(36.1

)%

 

 

 

Nine Months Ended

 

(in thousands, except percentages)

 

September 30,
2025

 

 

September 30,
2024

 

 

Variance

 

Contractor Connection

 

$

51,897

 

 

$

52,114

 

 

 

(0.4

)%

Networks

 

 

21,729

 

 

 

41,903

 

 

 

(48.1

)%

Subrogation

 

 

22,046

 

 

 

22,005

 

 

 

0.2

%

Total Platform Solutions Revenues before Reimbursements

 

$

95,672

 

 

$

116,022

 

 

 

(17.5

)%

Revenues before reimbursements from our Platform Solutions segment totaled $28.9 million in the three months ended September 30, 2025, compared with $45.3 million in the 2024 period. This decrease was primarily due to a decrease in staff augmentation services, as well as a reduction in low value inspection service cases. There was a decrease in segment unit volume, measured principally by cases received, of (48.1)%, for the three months ended September 30, 2025, compared with the 2024 period. This was primarily related to the transfer of low value inspection services cases from our Networks service line to North America Loss Adjusting, which resulted in (29,400), or (35.3%), fewer cases in the three months ended September 30, 2025, compared to 2024. There was a decrease in revenues from staff augmentation in our Networks service line which decreased revenues $(13.4) million, or (29.6)%, in the 2025 third quarter. There was a decrease in high-frequency, low-severity cases within our Subrogation service line of (3,250), or (3.9)% for the 2025 three month period compared with 2024. Changes in product mix and in the rates charged for those services accounted for a 2.4% revenue increase for the 2025 three month period compared with 2024.

For the nine months ended September 30, 2025, revenues before reimbursements from our Platform Solutions segment totaled $95.7 million, compared with $116.0 million in the 2024 period. This decrease was primarily due to a decrease in staff augmentation services, as well as a reduction in low value inspection service cases. There was a decrease in segment unit volume, measured principally by cases received, of (45.0)%, compared with the 2024 period. This was primarily related to the transfer of low value inspection services cases from our Networks service line to North America Loss Adjusting, which resulted in (87,300), or (37.7%), fewer cases in the nine months ended September 30, 2025, compared to 2024. There was a decrease in revenues from staff augmentation in our Networks service line which decreased revenues $(16.4) million, or (14.1)%, in the nine months ended September 30, 2025, compared to 2024. There was a decrease in high-frequency, low-severity cases within our Subrogation service line of (4,400), or (1.9)% for the 2025 nine-month period compared with 2024. Changes in product mix and in the rates charged for those services accounted for a 2.0% revenue increase for the 2025 nine-month period compared with 2024.

Revenue variance components for our Platform Solutions segment, for the three and nine months ended September 30, 2025 are summarized as follows:

 

2025 Period compared to 2024 Period Ending:

 

For the Three Months
Ended September 30,

 

For the Nine Months
Ended September 30,

Decrease in cases received

 

(48.1)%

 

(45.0)%

Transfer of low value inspection services cases to North America Loss Adjusting

 

35.3%

 

37.7%

Decrease in high-frequency, low-severity cases received within Subrogation

 

3.9%

 

1.9%

Decrease in revenues from staff augmentation

 

(29.6)%

 

(14.1)%

Change in product mix and rates

 

2.4%

 

2.0%

Decrease in Revenues before Reimbursements

 

(36.1)%

 

(17.5)%

 

46


 

Reimbursed Expenses included in Total Revenues

Reimbursements for out-of-pocket expenses incurred in our Platform Solutions segment were $0.1 million for the three months ended September 30, 2025 compared with $0.7 million in the 2024 period. Reimbursements were $0.6 million and $1.2 million for the nine months ended September 30, 2025 and 2024, respectively.

Case Volume Analysis

Platform Solutions unit volumes by service line, as measured by cases received, for the three and nine months ended September 30, 2025 and 2024 were as follows:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

(whole numbers, except percentages)

 

September 30,
2025

 

 

September 30,
2024

 

 

Variance

 

 

September 30,
2025

 

 

September 30,
2024

 

 

Variance

 

Contractor Connection

 

 

29,304

 

 

 

31,360

 

 

 

(6.6

)%

 

 

84,959

 

 

 

93,567

 

 

 

(9.2

)%

Networks

 

 

7,301

 

 

 

41,991

 

 

 

(82.6

)%

 

 

16,921

 

 

 

108,086

 

 

 

(84.3

)%

Subrogation

 

 

6,604

 

 

 

9,839

 

 

 

(32.9

)%

 

 

25,356

 

 

 

29,804

 

 

 

(14.9

)%

Total Platform Solutions Cases Received

 

 

43,209

 

 

 

83,190

 

 

 

(48.1

)%

 

 

127,236

 

 

 

231,457

 

 

 

(45.0

)%

 

Overall case volumes were (48.1)% lower in the three months ended September 30, 2025 and (45.0)% lower in the nine months ended September 30, 2025 compared with the 2024 periods, primarily due to the transfer to North America Loss Adjusting of low value inspection services cases from our Networks service line resulting in 29,400 and 87,300 fewer cases in the three and nine months ended September 30, 2025, respectively, as compared to the 2024 periods. The decrease in cases in our Contractor Connection service line in the three and nine months ended September 30, 2025, is due to reduced claims activity in the marketplace. The reduction in cases in our Subrogation service line in the three and nine months ended September 30, 2025, is due to a reduction of high-frequency, low-severity cases as compared to the 2024 periods.

Direct Compensation, Fringe Benefits & Non-Employee Labor

Platform Solutions direct compensation, fringe benefits, and non-employee labor expenses as a percent of revenues before reimbursements were 55.6% in the 2025 third quarter compared with 64.0% in the 2024 quarter. For the nine months ended September 30, 2025, these expenses were 55.7% compared with 61.5% in 2024. The dollar amount of these expenses was $16.1 million for the 2025 third quarter and $29.0 million in the 2024 quarter, and were $53.2 million for the nine months ended September 30, 2025 compared to $71.3 million in 2024. The decrease in costs in each of the three and nine months ended September 30, 2025 compared to the 2024 periods was due to lower compensation costs due to decreased staff augmentation and weather-related revenues and the reduction of employees performing low value inspection services. There was an average of 735 full-time equivalent employees in the Platform Solutions segment in the 2025 year-to-date period, compared with an average of 980 for the 2024 period.

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

Expenses other than reimbursements, direct compensation, fringe benefits, and non-employee labor were 35.4% of Platform Solutions revenues before reimbursements for the three months ended September 30, 2025 compared with 27.6% for the period in 2024. For the nine months ended September 30, 2025, these expenses were 35.3% compared with 33.0% in 2024. The dollar amount of these expenses was $10.3 million for the 2025 third quarter and $12.5 million in the 2024 quarter, and were $33.8 million for the nine months ended September 30, 2025 compared to $38.3 million in 2024. The decrease in costs before reimbursements for the third quarter and year-to-date periods is due to a reduction in data processing costs, the reduction of costs related to low value inspection services and a reduction in centralized indirect support costs. Costs as a percent of revenues increased related to the decrease in revenues for each of the three and nine months ended September 30, 2025 as compared to the 2024 periods.

EXPENSES AND CREDITS EXCLUDED FROM SEGMENT OPERATING EARNINGS

Income Taxes

The Company's consolidated effective income tax rate may change periodically due to changes in enacted statutory tax rates, changes in tax law or policy, changes in the composition of taxable income from the countries in which it operates, the Company's ability to utilize net operating loss and tax credit carryforwards, and changes in unrecognized tax benefits. We estimate that our effective income tax rate for 2025 will be approximately 34% to 36% after considering known discrete items as of September 30, 2025.

The provision for income taxes on consolidated income before income taxes totaled $5.8 million and $5.3 million for the three months ended September 30, 2025 and 2024, respectively. The overall effective tax rate decreased to 31.9% for the three months ended September 30, 2025 compared with 36.2% for the 2024 period primarily due to improved profitability in certain jurisdictions.

47


 

The provision for income taxes on consolidated income before income taxes totaled $14.1 million and $10.9 million for the nine months ended September 30, 2025 and 2024, respectively. The overall effective tax rate decreased slightly to 34.4% for the nine months ended September 30, 2025 compared with 34.5% for the 2024 period primarily due to improved profitability in certain jurisdictions, net of the one-time expense of $1.3 million related to administrative guidance issued by a foreign tax authority.

The foreign tax administrative guidance issuance noted above also resulted in a one-time indirect tax expense of $3.1 million for the nine months ended September 30, 2025, which is included in “Selling, general, and administrative expenses” on the unaudited Condensed Consolidated Statements of Operations.

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted into law in the United States. The OBBBA contains changes to key U.S. federal income tax laws. This change in U.S. tax law was accounted for in the three months ended September 30, 2025, and was immaterial to the Company's overall income tax provision.

Net Corporate Interest Expense

Net corporate interest expense consists of interest expense that we incur on our short- and long-term borrowings, partially offset by any interest income we earn on available cash balances and short-term investments. These amounts vary based on interest rates, borrowings outstanding and the amounts of invested cash. Corporate interest expense totaled $4.6 million and $5.5 million for the three months ended September 30, 2025 and 2024, respectively. Interest income was $0.8 million for each of the three months ended September 30, 2025 and 2024. Corporate interest expense totaled $14.0 million and $15.1 million for the nine months ended September 30, 2025 and 2024, respectively. Interest income was $2.4 million and $2.5 million for the nine months ended September 30, 2025 and 2024, respectively.

Stock Option Expense

Stock option expense, a component of stock-based compensation, is comprised of non-cash expenses related to stock options granted under our various stock option and employee stock purchase plans. Stock option expense is not allocated to our operating segments. Stock option expense totaled $0.1 million and $0.2 million for the three months ended September 30, 2025 and 2024, respectively. Stock option expense totaled $0.5 million for each of the nine months ended September 30, 2025 and 2024, respectively.

Amortization of Acquisition-Related Intangible Assets

Amortization of acquisition-related intangible assets represents the non-cash amortization expense for finite-lived customer-relationship and trade name intangible assets. Amortization expense associated with these intangible assets totaled $2.1 million and $1.9 million for the three months ended September 30, 2025 and 2024, respectively. Amortization expense associated with these intangible assets totaled $5.8 million for the nine months ended September 30, 2025 and $5.7 million for the 2024 period. This amortization expense is included in "Selling, general, and administrative expenses" in our unaudited Condensed Consolidated Statements of Operations.

Unallocated Corporate and Shared Costs, Net

Certain unallocated corporate and shared costs are excluded from the determination of segment operating earnings. For the three and nine months ended September 30, 2025 and 2024, unallocated corporate and shared costs and credits represented expenses for our chief executive officer and our Board of Directors, certain adjustments to our self-insured liabilities, certain unallocated legal costs and professional fees, and certain adjustments and recoveries to our allowances for estimated credit losses.

Unallocated corporate and shared costs were $5.9 million and $7.0 million for the three months ended September 30, 2025 and 2024, respectively. For the nine months ended September 30, 2025 and 2024, unallocated corporate and shared costs were $19.2 million and $20.1 million, respectively. The decrease in the 2025 third quarter was due to decrease in professional fees and administrative compensation expenses, partially offset by an increase in self-insurance expense. The decrease for the nine months ended September 30, 2025 was due to decrease in professional fees and administrative compensation expenses, partially offset by a one time indirect tax expense.

Contingent Earnout Adjustments

Contingent earnout expense (benefit) represents the fair value adjustment of earnout liabilities arising from recent acquisitions. This resulted in expense of $0.1 million and $0.5 million for the three and nine months ended September 30, 2025, compared to benefits of $(2.1) million and $(1.5) million for the three and nine months ended September 30, 2024. The fair value adjustments are based on changes to projections of acquired entities over the respective earnout periods, which span multiple years.

Non-Service Pension Costs

Non-service pension costs totaled $2.4 million and $7.1 million for the three and nine months ended September 30, 2025, respectively, compared to $2.4 million and $7.3 million for the three and nine months ended September 30, 2024, respectively. Non-service pension costs represents the U.S. and U.K. non-service defined benefit pension costs, which are non-operating in nature as the U.S. plan is frozen and the U.K. plans are closed to new participants. The service cost component of the U.K. plans remains in compensation expense.

48


 

LIQUIDITY, CAPITAL RESOURCES, AND FINANCIAL CONDITION

At September 30, 2025, our working capital balance (current assets less current liabilities) was approximately $97.4 million, an increase of $22.9 million from the working capital balance at December 31, 2024. Our cash and cash equivalents were $68.8 million at September 30, 2025, compared with $55.4 million at December 31, 2024.

Cash and cash equivalents as of September 30, 2025 consisted of $21.7 million held in the U.S. and $47.1 million held in our foreign subsidiaries. The Company generally does not provide for additional U.S. and foreign income taxes on undistributed earnings of foreign subsidiaries because they are considered to be indefinitely reinvested. The Company maintained its permanent reinvestment assertion on a portion of prior year undistributed earnings for certain foreign operations and accrued deferred taxes attributable to these earnings. The majority of the remaining historical earnings and future foreign earnings are expected to remain permanently reinvested and will be used to provide working capital for these operations, fund defined benefit pension plan obligations, repay non-U.S. debt, fund capital improvements, and fund future acquisitions.

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

Cash Provided by Operating Activities

Cash provided by operating activities was $51.7 million for the nine months ended September 30, 2025, compared with $11.1 million of cash provided by operating activities in the 2024 period. The increase in cash provided was primarily driven by higher earnings, net change in incentive compensation and net change in billed and unbilled receivables as compared to prior year.

Cash Used in Investing Activities

Cash used in investing activities decreased with $25.2 million for the nine months ended September 30, 2025, compared with $29.4 million used in the first nine months of 2024, due to a decrease in capitalized software costs, and proceeds from the disposition of a business within our International Operations segment.

Cash (Used in) Provided by Financing Activities

Cash used in financing activities was $13.8 million for the nine months ended September 30, 2025, compared with $13.3 million cash provided in the 2024 period. During the first nine months of 2025, there was a decrease of $0.7 million in net borrowing from our revolving credit facility, compared with a net increase during the 2024 period of $29.0 million. The decrease in net borrowing in the 2025 period was primarily related to the increase in cash provided by operations. We paid $3.0 million for share repurchases in the 2025 period, compared with $3.6 million in the 2024 period. We paid $10.6 million in dividends in the nine months ended September 30, 2025 compared with $10.3 million in the 2024 period.

Other Matters Concerning Liquidity and Capital Resources

As a component of our Credit Facility with Bank of America (the "Credit Facility"), we maintain a letter of credit facility to satisfy certain contractual obligations. Including $8.5 million of undrawn letters of credit issued under the letter of credit facility, the available balance under our credit facility totaled $223.5 million at September 30, 2025. Our short-term debt obligations typically peak during the first half of each year due to the annual payment of incentive compensation, contributions to retirement plans, working capital fluctuations, and certain other recurring payments, and generally decline during the balance of the year. The balance of short-term borrowings represents amounts under our credit facility that we expect, but are not required, to repay in the next twelve months. Long- and short-term borrowings outstanding, including current installments and finance leases, totaled $218.1 million as of each of the periods ended September 30, 2025 and December 31, 2024.

Our liquidity is defined as cash on hand and borrowing capacity under our Credit Facility based on our trailing twelve month EBITDA, as defined in our Credit Facility. At September 30, 2025, this resulted in total liquidity of $298.3 million.

Additionally, the Company expects to make payments totaling $1.6 million in the next twelve months for contingent earnouts related to previous business acquisitions.

Defined Benefit Pension Funding and Cost

We sponsor a qualified defined benefit pension plan in the U.S. (the "U.S. Qualified Plan"), three defined benefit pension plans in the U.K., and defined benefit pension plans in the Netherlands, Norway, Germany, and the Philippines. Effective December 31, 2002, we froze our U.S. Qualified Plan. Our frozen U.S. Qualified Plan and U.K. plans were underfunded by $19.0 million and overfunded by $9.2 million, respectively, at December 31, 2024, based on accumulated benefit obligations of $248.5 million and $160.6 million for the U.S. Qualified Plan and the U.K. plans, respectively.

49


 

For the nine months ended September 30, 2025 we made no contributions to our U.S. defined benefit pension plan and $2.2 million to our U.K defined benefit pension plans, compared with no contributions to the U.S. plan and $1.9 million to the U.K. plans for the nine months ended September 30, 2024. We do not expect to make any additional discretionary contributions to our U.S. defined benefit pension plan during the remainder of 2025. Anticipated funding for the other international plans is not significant.

Dividend Payments

Our Board of Directors makes dividend decisions from time to time based in part on an assessment of current and projected earnings and cash flows. During the nine months ended September 30, 2025, we paid $10.6 million in dividends. Our ability to pay future dividends could be impacted by many factors including the funding requirements of our defined benefit pension plans, repayments of outstanding borrowings, levels of cash expected to be generated by our operating activities, and covenants and other restrictions contained in any credit facilities or other financing agreements.

Financial Condition

Other significant changes on our unaudited Condensed Consolidated Balance Sheets as of September 30, 2025, compared with our unaudited Condensed Consolidated Balance Sheets as of December 31, 2024 were as follows:

Accounts receivable decreased by $13.2 million excluding foreign currency exchange impacts. The decrease was primarily within Platforms Solutions related to weather related claims that were settled in the first quarter of 2025.
Accounts payable and accrued liabilities decreased $23.6 million excluding foreign currency exchange impacts. The decrease is primarily due to payments for employee incentive compensation earned in 2024, the timing of payroll, and the timing of payments to vendors within the U.S.

At September 30, 2025, we were not a party to any off-balance sheet arrangements which we believe could materially impact our operations, financial condition, or cash flows.

As disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, we have certain material obligations under operating lease agreements to which we are a party. The Company records operating lease-related assets and liabilities on our unaudited Condensed Consolidated Balance Sheets.

We also maintain funds in various trust accounts to administer claims for certain clients. These funds are not available for our general operating activities and, as such, have not been recorded in the accompanying unaudited Condensed Consolidated Balance Sheets. We have concluded that we do not have a material off-balance sheet risk related to these funds.

APPLICATION OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES

There have been no material changes to our critical accounting policies and estimates from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.

New Accounting Standards Adopted

No new accounting standard were adopted during the three months ended September 30, 2025.

Pending Adoption of New Accounting Standards

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

For a discussion of quantitative and qualitative disclosures about the Company's market risk, see Item 7A, "Quantitative and Qualitative Disclosures About Market Risk," of our Annual Report on Form 10-K for the year ended December 31, 2024. Our exposures to market risk have not changed materially since December 31, 2024.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Registrant maintains a set of disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the "Exchange Act"), designed to ensure that information required to be disclosed by the Registrant in reports that it files or submits under the Exchange Act is recorded, processed, summarized or reported within the time periods specified in SEC rules and regulations.

50


 

Management necessarily applies its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding management's control objectives. The Company's management, including the Chief Executive Officer and the Chief Financial Officer, does not expect that its disclosure controls and procedures can prevent all possible errors or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. Judgments in decision-making can be faulty and breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of one or more persons. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and while the Company's disclosure controls and procedures are designed to be effective under circumstances where they should reasonably be expected to operate effectively, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in any control system, misstatements due to possible errors or fraud may occur and not be detected.

The Registrant's management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Registrant's disclosure controls and procedures as of September 30, 2025. Based on that evaluation, the Registrant's Chief Executive Officer and Chief Financial Officer concluded that the Registrant's disclosure controls and procedures were effective as of September 30, 2025.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

51


 

PART II — OTHER INFORMATION

See Item 1 of Part I, “Financial Statements — Note 11 — Commitments and Contingencies — Legal Proceedings.” As of September 30, 2025 there is no pending material litigation.

Item 1A. Risk Factors

In addition to the other information set forth in this report, the factors discussed in Part I, "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2024 could materially affect our business, financial condition, or results of operations. The risks described in this report and in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, or results of operations.

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

The Company's share repurchase authorization, approved on November 4, 2021 by the Company's Board of Directors, provided the Company with the ability to repurchase up to 2,000,000 shares of CRD-A or CRD-B (or a combination of the two) through December 31, 2023 (the "2021 Repurchase Authorization"). On February 11, 2022, the Company’s Board of Directors added 5,000,000 shares to this authorization. The Company's Board of Directors subsequently amended this authorization to allow for repurchases through December 31, 2025. Under the 2021 Repurchase Authorization, repurchases may be made for cash, in the open market or privately negotiated transactions at such times and for such prices as management deems appropriate, subject to applicable contractual and regulatory restrictions. As of September 30, 2025 the Company was authorized to repurchase 813,865 shares under the 2021 Repurchase Authorization.

 

Period

 

Total
Number of
Shares
Purchased

 

 

Average Price
Paid
Per Share

 

 

Total Number
of Shares
Purchased as
Part of Publicly
Announced Plans
or Programs

 

 

Maximum Number
of Shares That
May be Purchased
Under the Plans
or Programs

 

Balance as June 30, 2025

 

 

 

 

 

 

 

 

 

 

 

1,089,809

 

July 1, 2025 - July 31, 2025

 

 

 

 

 

 

 

 

 

 

 

 

CRD-A

 

 

 

 

$

 

 

 

 

 

 

 

CRD-B

 

 

 

 

$

 

 

 

 

 

 

 

Totals of July 31, 2025

 

 

 

 

 

 

 

 

 

 

 

1,089,809

 

August 1, 2025 - August 31, 2025

 

 

 

 

 

 

 

 

 

 

 

 

CRD-A

 

 

77,768

 

 

$

10.54

 

 

 

77,768

 

 

 

 

CRD-B

 

 

2,754

 

 

$

10.60

 

 

 

2,754

 

 

 

 

Totals of August 31, 2025

 

 

 

 

 

 

 

 

 

 

 

1,009,287

 

September 1, 2025 - September 30, 2025

 

 

 

 

 

 

 

 

 

 

 

 

CRD-A

 

 

185,330

 

 

$

10.78

 

 

 

185,330

 

 

 

 

CRD-B

 

 

10,092

 

 

$

10.34

 

 

 

10,092

 

 

 

 

Totals as of September 30, 2025

 

 

275,944

 

 

 

 

 

 

275,944

 

 

 

813,865

 

 

 

Item 5. Other Information

Rule 10b5-1 Trading Plans

During the three months ended September 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K.

52


 

Item 6. Exhibits

 

Exhibit

No.

Description

31.1

Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1#

Certification of principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2#

Certification of principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

 

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH

 

Inline XBRL Taxonomy Extension Schema Document

101.CAL

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

 

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

 

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

 

# These certifications are deemed furnished and not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

 

53


 

SIGNATURES

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

 

 

 

 

Crawford & Company

 

 

 

 

(Registrant)

 

 

 

 

 

 

 

Date:

November 3, 2025

 

 

/s/ Rohit Verma

 

 

 

 

Rohit Verma

 

 

 

 

President and Chief Executive Officer

 

 

 

 

(Principal Executive Officer)

 

 

 

 

 

 

 

 

Date:

November 3, 2025

 

 

/s/ W. Bruce Swain

 

 

 

 

W. Bruce Swain

 

 

 

 

Executive Vice President and Chief Financial Officer

 

 

 

 

(Principal Financial Officer)

 

 

54