CRAWFORD & CO (CRD-A) FY 2022 MD&A
This page reproduces the company's own Item 7 MD&A text from the linked SEC filing. It is filer text, not grepcent analysis, scoring, or investment advice.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to help the reader understand Crawford & Company, our operations, and our business environment. This MD&A is provided as a supplement to — and should be read in conjunction with — our audited consolidated financial statements and the accompanying notes thereto contained in Item 8, "Financial Statements and Supplementary Data," of this Annual Report on Form 10-K. As described in Note 1, "Significant Accounting and Reporting Policies," of those accompanying audited consolidated financial statements, financial results from our 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 in accordance with the provisions of ASC 810, "Consolidation," in order to provide sufficient time for accumulation of their results. Accordingly, the Company's December 31, 2022, 2021, and 2020 consolidated financial statements include the financial position of such operations as of October 31, 2022 and 2021, respectively, and the results of their operations and cash flows for the fiscal periods ended October 31, 2022, 2021 and 2020, respectively.
Business Overview
Based in Atlanta, Georgia, Crawford & Company (www.crawco.com) is the world's largest publicly listed independent provider of claims management and outsourcing solutions to carriers, brokers and corporations with an expansive global network serving clients in more than 70 countries.
In January 2022, the Company realigned its operating segments by moving to a geographic reporting structure consisting of North America Loss Adjusting, International Operations, Broadspire, and Platform Solutions. 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 the previously reported Crawford Loss Adjusting segment in the U.S. and Canada, including Global Technical Services and edjuster, Inc. The Canadian operations will include all operations within that country, including those previously reported within the Crawford TPA Solutions and Platform Solutions segments.
•
International Operations, which services the global property and casualty market outside North America. This is comprised of the previously reported Crawford Loss Adjusting segment outside of North America, including Crawford Legal Services which was previously within the Crawford TPA Solutions segment. The International Operations will include all operations within the respective countries, including those previously reported within the Crawford TPA Solutions and Platform Solutions segments.
•
Broadspire, which provides third party administration for workers' compensation, auto and liability, disability absence management, medical management, and accident and health to corporations, brokers and insurers in the U.S.
•
Platform Solutions, which consists of the Contractor Connection, Networks, and Subrogation service lines in the U.S. The Networks service line includes Catastrophe operations and WeGoLook.
As discussed in more detail in subsequent sections of this MD&A, our four reportable segments represent components of our Company for which separate financial information is available, and which is evaluated regularly by our chief operating decision maker ("CODM") in deciding how to allocate resources and in assessing operating performance.
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Insurance companies rely on us for certain services such as field investigation and the evaluation of property and casualty insurance claims. Self-insured entities typically rely on us for a broader range of services. In addition to field investigation and claims evaluation, we may also provide initial loss reporting services for their claimants, loss mitigation services such as medical bill review, medical case management and vocational rehabilitation, risk management information services, and loss fund administration to pay their claims. Our Contractor Connection service line provides a managed contractor network to insurance carriers and consumer markets.
The global claims management services market is highly competitive and comprised of a large number of companies that vary in size and that offer a varied scope of services. The demand from insurance companies and self-insured entities for services provided by independent claims service firms like us is largely dependent on industry-wide claims volumes, which are affected by, among other things, the insurance underwriting cycle, weather-related events, general economic activity, overall employment levels and workplace injury rates. Demand is also impacted by decisions insurance companies and self-insured entities make with respect to the level of claims outsourced to independent claim service firms as opposed to those handled by their own in-house claims adjusters. In addition, our ability to retain clients and maintain or increase case referrals is also dependent in part on our ability to continue to provide high-quality, competitively priced services and effective sales efforts.
We typically earn our revenues on an individual fee-per-claim basis for claims management services that we provide to insurance companies and self-insured entities. Accordingly, the volume of claim referrals to us is a key driver of our revenues. We cannot predict the future trend of case volumes for a number of reasons, including the frequency and severity of weather-related cases and the occurrence of natural and man-made disasters, which are a significant source of cases for us and are not subject to accurate forecasting.
Results of Operations
Executive Summary
Consolidated revenues before reimbursements were $1.189 billion in 2022 an increase of 7.9% compared with $1.102 billion in 2021. Net loss attributable to Crawford & Company was $(18.3) million in 2022, compared with net income of $30.7 million in 2021.
The Company recorded a non-cash goodwill impairment of $36.8 million, or $33.3 million after tax, during 2022. We also recorded income tax reserves of $11.8 million on certain international tax assets during 2022.
Consolidated revenues before reimbursements increased $87.5 million, or 7.9%, in 2022, compared with 2021. This increase was primarily due to an increase in new client growth in our North America Loss Adjusting, Broadspire and Platforms Solutions operating segments, and recent acquisitions. Changes in foreign exchange rates decreased our consolidated revenues before reimbursements by $34.6 million, or 3.2%, for 2022 as compared with the prior year.
| Year Ended | Year Ended | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Based on exchange rates for year ended December 31, 2021 | ||||||||||||||||||||
| (in thousands, except percentages) | December 31, 2022 | December 31, 2021 | % Change | December 31, 2022 | % Change | |||||||||||||||
| Revenues: | ||||||||||||||||||||
| North America Loss Adjusting | $ | 274,755 | $ | 243,789 | 12.7 | % | $ | 278,399 | 14.2 | % | ||||||||||
| International Operations | 357,452 | 357,909 | (0.1 | )% | 388,427 | 8.5 | % | |||||||||||||
| Broadspire | 313,564 | 301,035 | 4.2 | % | 313,564 | 4.2 | % | |||||||||||||
| Platform Solutions | 243,711 | 199,299 | 22.3 | % | 243,711 | 22.3 | % | |||||||||||||
| Total revenues before reimbursements | 1,189,482 | 1,102,032 | 7.9 | % | 1,224,101 | 11.1 | % | |||||||||||||
| Reimbursements | 41,744 | 37,199 | 12.2 | % | 44,451 | 19.5 | % | |||||||||||||
| Total Revenues | $ | 1,231,226 | $ | 1,139,231 | 8.1 | % | $ | 1,268,552 | 11.4 | % |
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Excluding foreign currency impacts, consolidated revenues before reimbursements increased $122.1 million, or 11.1%, for 2022. Revenues from the North America Loss Adjusting segment increased in 2022 due to an increase in the U.S. and Canada, and the recent edjuster, Inc. acquisition. Revenues from the International Operations segment decreased slightly due to the change in foreign exchange rates. Excluding foreign exchange impacts, revenues from the International Operations segment increased due to an increase in weather-related activity in Australia and Asia, partially offset by reductions in the U.K. and our Legal Services service line. Revenues from the Broadspire segment increased due to an increase in case activity from both new and existing clients. Revenues from the Platform Solutions segment increased primarily due to an increase in Networks and the recent Praxis Consulting acquisition. There was a net $31.0 million, or 2.8% increase in total company revenues in 2022 as a result of recent acquisitions. See Note 3, “Business Acquisitions and Dispositions” of our accompanying consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for further discussion about this activity.
Overall, there was an increase in cases received of 12.0% in 2022 compared with 2021, due to an increase in all operating segments. Recent acquisitions contributed 42,300, or 2.6% of the increase in cases received in the 2022 period.
Cases received are presented below by segment:
| Year Ended December 31, | 2022 | 2021 | Variance | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| North America Loss Adjusting | 294,997 | 278,173 | 6.0 | % | ||||||||
| International Operations | 536,106 | 453,494 | 18.2 | % | ||||||||
| Broadspire | 540,893 | 490,653 | 10.2 | % | ||||||||
| Platform Solutions | 479,598 | 430,730 | 11.3 | % | ||||||||
| Total Crawford Cases Received | 1,851,594 | 1,653,050 | 12.0 | % |
Segment operating earnings (a measure of segment operating performance used by our management that is defined and discussed in more detail below) increased in our North America Loss Adjusting, Broadspire, and Platform Solutions operating segments, partially offset by a decrease in our International Operations operating segment.
Although 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 that a non-GAAP discussion and analysis of segment gross profit is also 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.
In the North America Loss Adjusting segment, operating earnings increased from $15.0 million, or 6.2% of revenues before reimbursements in 2021, to $19.4 million, or 7.1% of revenues before reimbursements in 2022, primarily due to a $31.0 million increase in revenues. There was a $2.6 million expense benefit in 2021 as a result of the Canada Emergency Wage Subsidy ("CEWS") and no benefit in 2022. Excluding indirect support costs, gross profit increased from $46.7 million, or 19.2% of revenues before reimbursements in 2021, to $51.0 million, or 18.6% of revenues before reimbursements in 2022.
In the International Operations segment, operating earnings decreased from $4.9 million, or 1.4% of revenues before reimbursements in 2021, to a $(13.3) million loss, or (3.7)% of revenues before reimbursements in 2022, primarily due to losses in certain international operations and an increase in compensation expense. Excluding indirect support costs, gross profit decreased from $50.3 million or 14.1% of revenues before reimbursements in 2021, to $41.9 million, or 11.7% of revenues before reimbursements in 2022.
In the Broadspire segment, operating earnings increased from $24.8 million, or 8.2% of revenues before reimbursements in 2021, to $27.0 million, or 8.6% of revenues before reimbursements in 2022, primarily due to a $12.5 million increase in revenues. Excluding indirect support costs, gross profit increased from $64.7 million, or 21.5% of revenues before reimbursements in 2021, to $69.9 million, or 22.3% of revenues before reimbursements in 2022.
In the Platform Solutions segment, operating earnings increased from $32.0 million, or 16.1% of revenues before reimbursements in 2021, to $35.7 million, or 14.7% of revenues before reimbursements in 2022, primarily due to a $44.4 million increase in revenues, including $17.0 million from the Praxis Consulting acquisition. Excluding indirect support costs, gross profit increased from $48.0 million, or 24.1% of revenues before reimbursements in 2021, to $56.3 million, or 23.1% of revenues before reimbursements in 2022.
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Cost of services provided, before reimbursements, increased $72.9 million, or 9.0% for 2022 compared with 2021. This increase was primarily due to an increase in compensation expense, including incentive compensation and other costs in each of our operating segments resulting from the $87.5 million increase in revenues, and the impact of recent acquisitions, partially offset by the change in foreign exchange rates.
Selling, general, and administrative ("SG&A") expenses increased $10.9 million, or 4.5%, in 2022, as compared with 2021. This increase was due to an increase in compensation expense, the impact of recent acquisitions, and contingent earnout adjustments, partially offset by a gain on the sale of our Canadian head office building and the change in foreign exchange rates.
We sold our Canadian head office building in Kitchener, Ontario Canada in the first quarter of 2022 for $3.1 million and recognized a pretax gain on disposal of $1.8 million. This gain is recorded as a credit within Unallocated Corporate and Shared Costs and is included in “Selling, general, and administrative expenses” on the Company's Condensed Consolidated Statements of Operations.
We recognized a pretax non-cash goodwill impairment in the 2022 third quarter totaling $36.8 million related to the North America Loss Adjusting ($3.4 million), International Operations ($22.7 million), and Platform Solutions ($10.7 million) reportable segments.
We also recorded income tax reserves of $11.8 million on certain international tax assets during 2022, primarily related to previously benefited tax losses in certain international jurisdictions. These tax assets currently do not expire and are available for future use depending on the profitability of those jurisdictions.
The Canadian government enacted the CEWS in 2020 to provide a wage subsidy to employers that suffered reductions in revenue resulting from the COVID-19 pandemic. We met the eligibility criteria to receive the wage subsidy in 2020 and 2021. We received a benefit totaling $13.8 million in 2020 and $5.9 million in 2021, due to the negative economic impact of COVID-19 in that country. This subsidy is recorded as a credit within Direct Compensation, Fringe Benefits and Non-Employee Labor and is included in "Costs of services provided, before reimbursements” or “Selling, general, and administrative expenses” on the Company's unaudited Condensed Consolidated Statements of Operations, depending on classification of the employees. There was no benefit in 2022 and there are no future benefits available under this subsidy.
On April 1, 2022, we purchased assets associated with R.P. van Dijk B.V. ("Van Dijk"), a bodily injury loss adjusting company based in the Netherlands. The purchase price includes an initial cash consideration of $4.3 million, and an earn-out potential up to $2.2 million payable over the next two years based on the achievement of revenue performance goals and other nonfinancial milestones over two one-year periods, beginning April 2022. This acquisition expands the Company's network in the Netherlands and strengthens its bodily injury loss adjusting service offering by adding a highly qualified team of adjusters experienced in managing complex loss events resulting in injury or death, as well as handling medical liability claims.
On October 4, 2021, we acquired BosBoon Expertise Group B.V. ("BosBoon"), a Netherlands-based specialist loss adjusting company. BosBoon offers a specialist range of loss adjusting services which was added to the existing Crawford Global Technical Services proposition in the Netherlands. The purchase price includes an initial cash consideration of $2.1 million, net of a working capital adjustment, and a maximum $1.9 million payable over the next two years based on achieving certain financial and nonfinancial goals, as defined in the purchase agreement.
On October 1, 2021, we acquired the assets of Praxis Consulting ("Praxis"), an established subrogation claims service provider in the U.S. This acquisition allows us to expand our footprint in the U.S. subrogation claims market. The purchase price includes an initial cash consideration of $21.5 million, a working capital adjustment payable of $0.7 million, a deferred payment of $20.0 million in February 2022, and a maximum $10.0 million payable over the next two years based on achieving certain revenue performance goals, as defined in the purchase agreement.
On August 23, 2021, we acquired 100% of edjuster Inc. in Canada and its U.S. subsidiary (collectively "edjuster"). edjuster is a technology-enabled, end-to-end contents services provider and platform. This acquisition enables us to expand our capability in the North American claims contents services market. The purchase price included an initial cash payment of $20.9 million, working capital adjustment payable of $0.4 million, and an earn-out potential up to $13.3 million based on the achievement of certain EBITDA performance goals over two one-year periods, beginning January 2022.
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On November 1, 2020, we acquired 100% of HBA Group in Australia. The HBA Group is a legal services provider that will complement the Company’s Crawford TPA Solutions segment in Australia. The purchase price included an initial cash payment of $4.0 million, net of working capital adjustment, and a maximum $3.2 million payable over the next four years based on achieving certain revenue and EBITDA performance goals as set forth in the purchase agreement. The financial results of certain of the Company’s international subsidiaries, including HBA Group, are included in the Company’s consolidated financial statements on a two-month delayed basis. Accordingly, the acquisition of HBA was reported as of January 1, 2021.
These acquisitions were funded primarily through additional borrowings under the Company's credit facility. See Note 3, “Business Acquisitions and Dispositions” of our accompanying consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for further discussion about these transactions.
We recognized a non-cash pretax goodwill impairment in the 2020 first quarter totaling $17.7 million related to our former Crawford Claims Solutions reporting unit. This expense was partially offset by a $1.8 million reduction in income tax expense and $1.7 million credit in noncontrolling interest expense. There was no goodwill impairment in 2021.
We recognized pretax restructuring costs totaling $8.1 million in 2020, related primarily to severance and other termination costs in an effort to consolidate and streamline various functions of our workforce. The restructuring and other costs are comprised of $9.4 million severance expense and related payroll taxes, $2.5 million in asset impairment and lease termination costs, partially offset by a $1.1 million gain from fair value remeasurement of a cost method investment, $1.2 million in liquidation dividends from a cost method investment, and a $1.4 million gain from sale of IP addresses. This pretax expense is presented in the Consolidated Statements of Operations as a separate charge "Restructuring and Other Costs, Net."
During 2020, we recognized a pretax gain on disposal totaling $13.8 million related to the sale of the Lloyd Warwick International (“LWI”) business in our former Crawford Loss Adjusting segment, net of a loss on the disposal of Crawford Compliance. The gain on disposal is presented in the Consolidated Statements of Operations as a separate item "Gain on disposition of businesses, net." There was no gain on disposal in 2022 or 2021.
On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). We took advantage of certain aspects of the CARES Act such as the deferral of payroll tax deposits, which deferred the payment of 2020 payroll tax withholdings in the U.S., totaling $13.0 million, which was paid in equal installments at the end of 2021 and 2022. No deferred payroll tax liability remains as of December 31, 2022.
Segment Operating Earnings
We believe that a discussion and analysis of the segment operating earnings of our four 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 to others in that it allows them to evaluate segment operating performance using the same criteria used by our senior management and CODM. Segment operating earnings represent segment earnings, including the direct and indirect costs of certain administrative functions required to operate our business, but excludes unallocated corporate and shared costs and credits, net corporate interest expense, stock option expense, amortization of customer-relationship intangible assets, goodwill impairment, restructuring and other costs, gain on disposition of businesses, contingent earnout adjustments, income taxes, reserves on certain income tax assets, and net income or loss attributable to noncontrolling interests.
Administrative functions such as finance, human resources, information technology, quality and compliance, exist in both a centralized shared-service arrangement and within certain operations. Each of these functions are managed by centralized management and we allocate the costs of those services 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.
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Income taxes, net corporate interest expense, stock option expense, and amortization of customer-relationship intangible assets are recurring components of our net income, but they are not considered part of our segment operating earnings because they are managed on a corporate-wide basis. Income taxes are calculated for the Company on a consolidated basis based on statutory rates in effect in the various jurisdictions in which we provide services, and vary significantly by jurisdiction. Net corporate interest expense results from capital structure decisions made by senior management and the Board of Directors, affecting the Company as a whole. Stock option expense represents the non-cash costs generally related to stock options and employee stock purchase plan expenses which are not allocated to our operating segments. Contingent earnout adjustments represent fair value adjustments of earnout liabilities arising from recent acquisitions. Amortization expense is a non-cash expense for finite-lived customer-relationship and trade name intangible assets acquired in business combinations. None of these costs relate directly to the performance of our services or operating activities and, therefore, are excluded from segment operating earnings in order to better assess the results of each segment's operating activities on a consistent basis.
Unallocated corporate and shared costs and credits include expenses and credits related to our chief executive officer and Board of Directors, certain provisions for bad debt allowances or subsequent recoveries such as those related to bankrupt clients, defined benefit pension costs or credits for our frozen U.S. pension plan, certain unallocated professional fees, CEWS benefits, and certain self-insurance costs and recoveries that are not allocated to our individual operating segments.
Restructuring and other costs, goodwill impairments, reserves on certain income tax assets, and gain on disposition of businesses, arise from time to time due to various factors and events (such as internal restructurings, losses on subleases, establishment of new operations, and tax asset impairments) that are not allocated to any particular segment since they historically have not regularly impacted our performance and are not expected to impact our future performance on a regular basis.
Additional discussion and analysis of our income taxes, net corporate interest expense, stock option expense, amortization of customer-relationship intangible assets, contingent earnout adjustments, goodwill impairments, restructuring and other costs, gain on disposition of businesses, reserves on certain income tax assets, and unallocated corporate and shared costs follows the discussion and analysis of the results of operations of our four operating segments.
Segment Revenues
In the normal course of business, our operating segments incur certain out-of-pocket expenses that are thereafter reimbursed by our clients. Under GAAP, these out-of-pocket expenses and associated reimbursements are required to be included when reporting expenses and revenues, respectively, in our consolidated results of operations as the Company is 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 centralized indirect administrative support 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.
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In addition to allocated corporate and shared costs, "Expenses Other Than Direct Compensation, Fringe Benefits & Non-Employee Labor" includes travel and entertainment, office rent and occupancy costs, automobile expenses, office operating expenses, data processing costs, cost of risk, professional fees, and amortization and depreciation expense other than amortization of customer-relationship intangible assets.
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.
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Operating results for our segments reconciled to income before income taxes and net income attributable to shareholders of Crawford & Company are as shown in the following table.
| % Change from Prior Year | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Year Ended December 31, | 2022 | 2021 | 2020 | 2022 | 2021 | |||||
| (In thousands, except percentages) | ||||||||||
| Revenues: | ||||||||||
| North America Loss Adjusting | $274,755 | $243,789 | $217,579 | 12.7% | 12.0% | |||||
| International Operations | 357,452 | 357,909 | 322,435 | (0.1)% | 11.0% | |||||
| Broadspire | 313,564 | 301,035 | 293,448 | 4.2% | 2.6% | |||||
| Platform Solutions | 243,711 | 199,299 | 149,030 | 22.3% | 33.7% | |||||
| Total Revenues before reimbursements | 1,189,482 | 1,102,032 | 982,492 | 7.9% | 12.2% | |||||
| Reimbursements | 41,744 | 37,199 | 33,703 | 12.2% | 10.4% | |||||
| Total Revenues | $1,231,226 | $1,139,231 | $1,016,195 | 8.1% | 12.1% | |||||
| Direct Compensation, Fringe Benefits & Non-Employee Labor: | ||||||||||
| North America Loss Adjusting | $199,009 | $176,538 | $150,904 | 12.7% | 17.0% | |||||
| % of related revenues before reimbursements | 72.4% | 72.4% | 69.4% | |||||||
| International Operations | 254,049 | 249,060 | 203,663 | 2.0% | 22.3% | |||||
| % of related revenues before reimbursements | 71.1% | 69.6% | 63.2% | |||||||
| Broadspire | 198,473 | 187,458 | 184,731 | 5.9% | 1.5% | |||||
| % of related revenues before reimbursements | 63.3% | 62.3% | 63.0% | |||||||
| Platform Solutions | 163,449 | 131,736 | 92,513 | 24.1% | 42.4% | |||||
| % of related revenues before reimbursements | 67.1% | 66.1% | 62.1% | |||||||
| Total | $814,980 | $744,792 | $631,811 | 9.4% | 17.9% | |||||
| % of Revenues before reimbursements | 68.5% | 67.6% | 64.3% | |||||||
| Expenses Other than Direct Compensation, Fringe Benefits & Non-Employee Labor: | ||||||||||
| North America Loss Adjusting | $56,315 | $52,236 | $53,272 | 7.8% | (1.9)% | |||||
| % of related revenues before reimbursements | 20.5% | 21.4% | 24.5% | |||||||
| International Operations | 116,672 | 103,931 | 88,392 | 12.3% | 17.6% | |||||
| % of related revenues before reimbursements | 32.6% | 29.0% | 27.4% | |||||||
| Broadspire | 88,070 | 88,794 | 89,752 | (0.8)% | (1.1)% | |||||
| % of related revenues before reimbursements | 28.1% | 29.5% | 30.6% | |||||||
| Platform Solutions | 44,516 | 35,515 | 30,185 | 25.3% | 17.7% | |||||
| % of related revenues before reimbursements | 18.3% | 17.8% | 20.3% | |||||||
| Total before reimbursements | $305,573 | $280,476 | $261,601 | 8.9% | 7.2% | |||||
| % of Revenues before reimbursements | 25.7% | 25.5% | 26.6% | |||||||
| Reimbursements | 41,744 | 37,199 | 33,703 | 12.2% | 10.4% | |||||
| Total | $347,317 | $317,675 | $295,304 | |||||||
| % of Revenues | 28.2% | 27.9% | 29.1% | |||||||
| Segment Operating Earnings (Loss): | ||||||||||
| North America Loss Adjusting | $19,431 | $15,015 | $13,403 | 29.4% | 12.0% | |||||
| % of related revenues before reimbursements | 7.1% | 6.2% | 6.2% | |||||||
| International Operations | (13,269) | 4,918 | 30,380 | (369.8)% | (83.8)% | |||||
| % of related revenues before reimbursements | (3.7)% | 1.4% | 9.4% | |||||||
| Broadspire | 27,021 | 24,783 | 18,965 | 9.0% | 30.7% | |||||
| % of related revenues before reimbursements | 8.6% | 8.2% | 6.5% | |||||||
| Platform Solutions | 35,746 | 32,048 | 26,332 | 11.5% | 21.7% | |||||
| % of related revenues before reimbursements | 14.7% | 16.1% | 17.7% | |||||||
| (Deduct) Add: | ||||||||||
| Unallocated corporate and shared costs and credits, net | (5,459) | (14,259) | (17,250) | (61.7)% | (17.3)% | |||||
| Net corporate interest expense | (10,311) | (6,559) | (7,923) | 57.2% | (17.2)% | |||||
| Stock option expense | (548) | (1,053) | (1,122) | (48.0)% | (6.1)% | |||||
| Amortization of customer-relationship intangible assets | (7,836) | (11,029) | (11,653) | (29.0)% | (5.4)% | |||||
| Goodwill impairment | (36,808) | — | (17,674) | nm | (100.0)% | |||||
| Restructuring and other costs, net | — | — | (8,133) | nm | (100.0)% | |||||
| Contingent earnout adjustments | (2,921) | — | — | nm | nm | |||||
| Gain on disposition of businesses, net | — | — | 13,763 | nm | (100.0)% | |||||
| Income Before Income Taxes | 5,046 | 43,864 | 39,088 | (88.5)% | 12.2% | |||||
| Income taxes | (23,578) | (13,316) | (12,013) | 77.1% | 10.8% | |||||
| Net (Loss) Income | (18,532) | 30,548 | 27,075 | (160.7)% | 12.8% | |||||
| Net loss attributable to noncontrolling interests and redeemable noncontrolling interests | 227 | 144 | 1,221 | 57.6% | (88.2)% | |||||
| Net (Loss) Income Attributable to Shareholders of Crawford & Company | $(18,305) | $30,692 | $28,296 | (159.6)% | 8.5% |
nm = not meaningful
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YEAR ENDED DECEMBER 31, 2022 COMPARED WITH YEAR ENDED DECEMBER 31, 2021
NORTH AMERICA LOSS ADJUSTING SEGMENT
Operating Earnings
Operating earnings in our North America Loss Adjusting segment totaled $19.4 million or 7.1% of revenues before reimbursements, in 2022, compared with 2021 operating earnings of $15.0 million, or 6.2% of revenues before reimbursements. The increase in operating earnings in 2022 was primarily due to a $31.0 million increase in revenues. There was a $2.6 million expense benefit in 2021 as a result of CEWS, compared to no benefit in 2022.
Excluding centralized indirect support costs, gross profit increased from $46.7 million, or 19.2% of revenues before reimbursements in 2021, to $51.0 million, or 18.6% of revenues before reimbursements in 2022, due primarily to an increase in revenues, partially offset by the absence of the CEWS benefit.
Operating results for our North America Loss Adjusting segment, including gross profit, are as shown in the following table:
| In thousands (except percentages) | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Based on actual exchange rates | Based on exchange rates for December 31, 2021 | |||||||||||||||||||
| Year Ended December 31, | 2022 | 2021 | Variance | 2022 | Variance | |||||||||||||||
| Revenues | $ | 274,755 | $ | 243,789 | 12.7 | % | $ | 278,399 | 14.2 | % | ||||||||||
| Direct expenses | 223,707 | 197,054 | 13.5 | % | 226,793 | 15.1 | % | |||||||||||||
| Gross profit | 51,048 | 46,735 | 9.2 | % | 51,606 | 10.4 | % | |||||||||||||
| Indirect expenses | 31,617 | 31,720 | (0.3 | )% | 32,040 | 1.0 | % | |||||||||||||
| Total North America Loss Adjusting Operating Earnings | $ | 19,431 | $ | 15,015 | 29.4 | % | $ | 19,566 | 30.3 | % | ||||||||||
| Gross profit margin | 18.6 | % | 19.2 | % | (0.6 | )% | 18.5 | % | (0.7 | )% | ||||||||||
| Operating margin | 7.1 | % | 6.2 | % | 0.9 | % | 7.0 | % | 0.8 | % |
Revenues before Reimbursements
North America Loss Adjusting 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 were as follows:
| In thousands (except percentages) | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Based on actual exchange rates | Based on exchange rates for December 31, 2021 | |||||||||||||||||||
| Year Ended December 31, | 2022 | 2021 | Variance | 2022 | Variance | |||||||||||||||
| U.S. | $ | 176,989 | $ | 158,451 | 11.7 | % | $ | 176,989 | 11.7 | % | ||||||||||
| Canada | 97,766 | 85,338 | 14.6 | % | 101,410 | 18.8 | % | |||||||||||||
| Total North America Loss Adjusting Revenues before Reimbursements | $ | 274,755 | $ | 243,789 | 12.7 | % | $ | 278,399 | 14.2 | % |
Revenues before reimbursements from our North America Loss Adjusting segment totaled $274.8 million in 2022, compared with $243.8 million in the 2021 period. This increase was due to an increase in the U.S. and Canada from both new and existing clients and the recent acquisition. The change in exchange rates decreased our North America Loss Adjusting segment revenues by 1.5%, or $3.6 million, for 2022 as compared with the 2021 period. Absent foreign exchange rate fluctuations, North America Loss Adjusting segment revenues would have been $278.4 million for 2022. There was a $9.2 million increase, or 3.8% increase in North America Loss Adjusting revenues in period as a result of the edjuster, Inc. acquisition. There was an increase in segment unit volume, measured principally by cases received, of 6.0% (1.8% excluding edjuster cases) for 2022, compared with the 2021 period. Changes in product mix and in the rates charged for those services accounted for an 8.6% revenue increase for the year ended 2022 compared with the same period in 2021.
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The increase in revenues in the U.S. for 2022 was due to an increase in Global Technical Services revenues and a change in the mix of services provided, due to a lower proportion of high-frequency, low-severity cases in the current year. Based on constant foreign exchange rates, there was an increase in revenues in Canada in 2022, compared with 2021, primarily due to the recent edjuster, Inc. acquisition and the recovery from the negative economic impacts of COVID-19 that were present in 2021.
Reimbursed Expenses Included in Total Revenues
Reimbursements for out-of-pocket expenses incurred in our North America Loss Adjusting segment, which are included in total Company revenues, were $8.4 million in 2022 compared with $8.3 million in 2021. The increase in reimbursed expenses was less than the overall increase in revenues due to a decreased use of third parties in Canada in 2022.
Case Volume Analysis
North America Loss Adjusting segment unit volumes by geographic region, measured by cases received, for 2022 and 2021 were as follows:
| Year Ended December 31, | 2022 | 2021 | Variance | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| U.S. | 136,804 | 150,959 | (9.4 | )% | ||||||||
| Canada | 158,193 | 127,214 | 24.4 | % | ||||||||
| Total North America Loss Adjusting Cases Received | 294,997 | 278,173 | 6.0 | % |
Overall, there was an increase in cases of 6.0% in 2022, compared with the 2021 period. The decrease in U.S. case volumes in 2022 was due to a change in the mix of services provided, resulting from a lower proportion of high-frequency, low-severity cases. There was an increase in cases in Canada in 2022 due to an increase in weather-related activity and due to the recovery from the impact of the pandemic which was present in the 2021 period. edjuster, which was acquired in the third quarter of 2021, resulted in an increase of 11,640 cases, or 4.2% of the increase in cases received for 2022, compared with the 2021 period.
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 payments to outsourced service providers that augment our staff. North America Loss Adjusting direct compensation, fringe benefits, and non-employee labor expense, as a percent of segment revenues before reimbursements, was 72.4% for both 2022 and 2021. The dollar amount of these expenses increased from $176.5 million in 2021 to $199.0 million in 2022. The increase in amounts was due to the increased revenues and an additional 205 employees from the recent acquisition. The percentage of revenues before reimbursements was consistent between periods, due to increased staff utilization, partially offset by the $2.6 million expense benefit in 2021 as a result of CEWS, compared with no benefit in the 2022 period.
There was an average of 2,042 FTEs in 2022 compared with an average of 1,795 FTEs in 2021.
Expenses Other than Reimbursements, Direct Compensation, Fringe Benefits & Non-Employee Labor
North America Loss Adjusting segment expenses other than reimbursements, direct compensation, fringe benefits, and non-employee labor increased from $52.2 million in 2021 to $56.3 million in 2022, but decreased as a percent of segment revenues before reimbursements from 21.4% in 2021 to 20.5% in 2022. The increase in costs was due to the increased revenues, technology investments and an increase in the allowance for estimated credit losses in 2022. The decrease in the percent of revenues was due to the increased revenues and non-continuing integration costs from the recent acquisition in 2021.
INTERNATIONAL OPERATIONS SEGMENT
Operating (Loss) Earnings
Our International Operations segment reported an operating loss of $(13.3) million, or (3.7)% of revenues before reimbursements in 2022, as compared to operating earnings of $4.9 million, or 1.4% of revenues before reimbursements in 2021. This decrease in operating earnings was due to lower profitability in certain international operations, primarily in the U.K. and our Legal Services service line, an increase in compensation expense, and an increase in administrative support costs.
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Excluding centralized indirect support costs, gross profit decreased from $50.3 million, or 14.1% of revenues before reimbursements in 2021, to $41.9 million, or 11.7% of revenues before reimbursements in 2022. This decrease was primarily due to losses in certain international operations and an increase in compensation expense. The increase in compensation expense includes $4.1 million of severance expense for cost reduction actions in certain international operations.
Operating results for our International Operations segment, including gross profit, are as shown in the following table:
| In thousands (except percentages) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Based on actual exchange rates | Based on exchange rates for December 31, 2021 | |||||||||
| Year Ended December 31, | 2022 | 2021 | Variance | 2022 | Variance | |||||
| Revenues | $357,452 | $357,909 | (0.1)% | $388,427 | 8.5% | |||||
| Direct expenses | 315,590 | 307,591 | 2.6% | 343,482 | 11.7% | |||||
| Gross profit | 41,862 | 50,318 | (16.8)% | 44,945 | (10.7)% | |||||
| Indirect expenses | 55,131 | 45,400 | 21.4% | 60,383 | 33.0% | |||||
| Total International Operations Operating (Loss) Earnings | $(13,269) | $4,918 | (369.8)% | $(15,438) | (413.9)% | |||||
| Gross profit margin | 11.7% | 14.1% | (2.4)% | 11.6% | (2.5)% | |||||
| Operating margin | (3.7)% | 1.4% | (5.1)% | (4.0)% | (5.4)% |
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 were as follows:
| In thousands (except percentages) | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Based on actual exchange rates | Based on exchange rates for December 31, 2021 | |||||||||||||||||||
| Year Ended December 31, | 2022 | 2021 | Variance | 2022 | Variance | |||||||||||||||
| UK | $ | 121,814 | $ | 134,116 | (9.2 | )% | $ | 132,371 | (1.3 | )% | ||||||||||
| Europe | 89,777 | 88,985 | 0.9 | % | 98,925 | 11.2 | % | |||||||||||||
| Australia | 94,692 | 85,780 | 10.4 | % | 101,687 | 18.5 | % | |||||||||||||
| Asia | 21,652 | 18,870 | 14.7 | % | 22,824 | 21.0 | % | |||||||||||||
| Latin America | 29,517 | 30,158 | (2.1 | )% | 32,620 | 8.2 | % | |||||||||||||
| Total International Operations Revenues before Reimbursements | $ | 357,452 | $ | 357,909 | (0.1 | )% | $ | 388,427 | 8.5 | % |
Revenues before reimbursements from our International Operations segment totaled $357.5 million in 2022, compared with $357.9 million in 2021. This slight decrease was primarily due to the change in foreign exchange rates. Excluding foreign exchange impacts, International Operations revenues increased due to an increase in weather-related activity in Australia and Asia, and increases in Europe and Latin America, partially offset by reductions in the U.K. and our Legal Services service line. The change in exchange rates decreased our International Operations segment revenues by approximately 8.6%, or $31.0 million, for 2022 as compared with the 2021 period. Absent foreign exchange rate fluctuations, International Operations segment revenues would have been $388.4 million for 2022. There was a $4.8 million increase, or 1.3% increase in International Operations revenues in the year as a result of the recent BosBoon and Van Dijk acquisitions in Europe. There was an increase in segment unit volume, measured principally by cases received, of 18.2% (17.8% excluding acquired cases) for 2022, compared with the 2021 period. 8.1% of this increase was due to an increase of 36,800 high-frequency, low-severity cases received in Latin America for which only minimal revenues are recognized. Changes in product mix and in the rates charged for those services accounted for a 2.5% revenue decrease for 2022 compared with the same period in 2021, due to an increase in high-frequency, low severity cases in Latin America, Europe and Asia.
Based on constant foreign exchange rates, the decrease in revenues in the U.K. for 2022 was due to a change in the mix of services provided and a reduction in our Legal Services service line. There was an increase in revenues in Europe in the 2022 period, compared with 2021, due to an increase in high-frequency, low-severity case volume increases in Scandinavia, and the recent BosBoon and Van Dijk acquisitions. There was an increase in revenues in Australia in 2022 due to an increase in weather-related case activity. There was an increase in revenues in Asia in 2022, compared with 2021, due to an increase in high-frequency, low-severity weather-related case activity in the Philippines and Malaysia. There was an increase in revenues in Latin America in 2022 due to an increase in high-frequency, low-severity cases and a change in the mix of services provided.
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Reimbursed Expenses Included in Total Revenues
Reimbursements for out-of-pocket expenses incurred in our International Operations segment which are included in total Company revenue increased to $29.0 million in 2022 from $22.9 million in 2021. The increase in reimbursed expenses were due to an increased use of third parties in the current year period, primarily related to handling cases received from the catastrophe in Australia.
Case Volume Analysis
International Operations unit volumes, as measured by cases received, by region for 2022 and 2021 were as follows:
| Year Ended December 31, | 2022 | 2021 | Variance | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| UK | 155,994 | 142,678 | 9.3 | % | ||||||||
| Europe | 212,083 | 202,956 | 4.5 | % | ||||||||
| Australia | 67,494 | 51,940 | 29.9 | % | ||||||||
| Asia | 20,622 | 14,377 | 43.4 | % | ||||||||
| Latin America | 79,913 | 41,543 | 92.4 | % | ||||||||
| Total International Operations Cases Received | 536,106 | 453,494 | 18.2 | % |
Overall, there was an increase in cases received of 18.2% for 2022, compared with the 2021 period. 8.1% of the increase was due to an increase of 36,800 high-frequency, low-severity cases received in Latin America for which only minimal revenues are recognized. There was an increase of 17,400 cases in Australia, or 3.8% of the increase in International Operations cases received, due to flooding catastrophe in that country. The increase in cases received in Asia was due to an increase in high-frequency, low-severity weather-related activity in the Philippines and Malaysia. There was an increase in Europe in 2022, compared with 2021, due to an increase in high-frequency, low-severity case volume increases in Scandinavia, and the recent BosBoon and Van Dijk acquisitions, which accounted for 2,000 cases, or 0.4%. The increase in cases received in the U.K. in 2022 was due to an increase in high-frequency, low-severity third party administration cases.
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 payments to outsourced service providers that augment the functions performed by our employees. Direct compensation expenses, fringe benefits, and non-employee labor, as a percent of International Operations segment revenues before reimbursements, increased from 69.6% in 2021 to 71.1% in 2022. The total dollar amount of these expenses increased from $249.1 million in 2021 to $254.0 million in 2022. The increase in compensation expense includes $4.1 million of severance expense for cost reduction actions in certain international operations, as well as an increase in employees, including 30 from the recent acquisitions. The increase in the percentage of revenues before reimbursements is because compensation expense increased higher than the revenues in certain international operations, including the severance expense referenced above, and higher compensation expense in our legal services business.
There was an average of 3,669 FTEs in this segment in 2022, an increase from an average of 3,524 FTEs in the 2021 period.
Expenses Other than Reimbursements, Direct Compensation, Fringe Benefits & Non-Employee Labor
Expenses other than reimbursements, direct compensation, fringe benefits, and non-employee labor increased in the International Operations segment from $103.9 million in 2021 to $116.7 million in 2022, and increased as a percent of revenues before reimbursements from 29.0% in 2021 to 32.6% in the 2022 period. The increase in both the expenses and the expenses as a percent of revenues before reimbursements were due to technology investments and an increase in administrative support costs.
BROADSPIRE SEGMENT
Operating Earnings
Our Broadspire segment reported operating earnings of $27.0 million, or 8.6% of revenues before reimbursements in 2022, as compared to $24.8 million, or 8.2% of revenues before reimbursements in 2021. This increase was due to a $12.5 million increase in revenues.
Excluding centralized indirect support costs, gross profit increased from $64.7 million, or 21.5% of revenues before reimbursements in 2021, to $69.9 million, or 22.3% of revenues before reimbursements in 2022, due to the increased revenues.
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Operating results for our Broadspire segment, including gross profit, are as shown in the following table:
| In thousands (except percentages) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Based on actual exchange rates | ||||||||||||
| Year Ended December 31, | 2022 | 2021 | Variance | |||||||||
| Revenues | $ | 313,564 | $ | 301,035 | 4.2 | % | ||||||
| Direct expenses | 243,640 | 236,298 | 3.1 | % | ||||||||
| Gross profit | 69,924 | 64,737 | 8.0 | % | ||||||||
| Indirect expenses | 42,903 | 39,954 | 7.4 | % | ||||||||
| Total Broadspire Operating Earnings | $ | 27,021 | $ | 24,783 | 9.0 | % | ||||||
| Gross profit margin | 22.3 | % | 21.5 | % | 0.8 | % | ||||||
| Operating margin | 8.6 | % | 8.2 | % | 0.4 | % |
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 were as follows:
| In thousands (except percentages) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year Ended December 31, | 2022 | 2021 | Variance | |||||||||
| Claims Management | $ | 160,039 | $ | 151,342 | 5.7 | % | ||||||
| Medical Management | 153,525 | 149,693 | 2.6 | % | ||||||||
| Total Broadspire Revenues before Reimbursements | $ | 313,564 | $ | 301,035 | 4.2 | % |
Revenues before reimbursements from our Broadspire totaled $313.6 million in 2022, compared with $301.0 million in 2021. This increase was primarily due to an increase in new client growth across both service lines, and general recovery from pandemic-impacted activity in 2021. Revenues were positively impacted by an increase in unit volumes, measured principally by cases received, of 10.2% for 2022 compared with 2021. Changes in product mix and in the rates charged for those services accounted for a 6.0% revenue decrease for 2022 as compared with 2021, due to an increase in Disability and A&H claims which have a lower average fee per claim.
Reimbursed Expenses Included in Total Revenues
Reimbursements for out-of-pocket expenses incurred in our Broadspire segment which are included in total Company revenue increased to $3.1 million in 2022 from $2.7 million in 2021. The increase in reimbursed expenses in the 2022 period was due to the increased revenues and employee travel related to servicing cases from clients.
Case Volume Analysis
Broadspire unit volumes by service line, as measured by cases received, for 2022 and 2021 were as follows:
| Year Ended December 31, | 2022 | 2021 | Variance | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Claims Management | 409,712 | 357,056 | 14.7 | % | ||||||||
| Medical Management | 131,181 | 133,597 | (1.8 | )% | ||||||||
| Total Broadspire Cases Received | 540,893 | 490,653 | 10.2 | % |
Overall case volumes were 10.2% higher in 2022 compared with 2021 due to an increase in Disability and A&H cases volumes in our Claims Management service line of 31,350 cases, representing an increase in Broadspire cases received of 6.4%, and an increase in new clients. The decline for Medical Management cases received was due to fewer utilization review and physician consultant cases that were not fully offset with an increase in case management cases that typically result in higher average revenue per case. In addition, the 2021 period was negatively impacted by the pandemic. Broadspire unit volumes are sensitive to overall employment levels and workplace reported injuries.
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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 payments to outsourced service providers that augment the functions performed by our employees. Direct compensation expenses, fringe benefits, and non-employee labor, as a percent of Broadspire segment revenues before reimbursements, increased from 62.3% in 2021 to 63.3% in 2022. The total dollar amount of these expenses increased from $187.5 million in 2021 to $198.5 million in 2022. The increase in the amounts was due to the increased revenues and an increase in average full-time equivalent employees. The increase in expense as a percent of revenues before reimbursements was due to an increase in compensation, advance hiring for new business, and additional staffing in support of client requirements.
There was an average of 2,503 FTEs in this segment in 2022, an increase from an average of 2,266 FTEs in the 2021 period.
Expenses Other than Reimbursements, Direct Compensation, Fringe Benefits & Non-Employee Labor
Expenses other than reimbursements, direct compensation, fringe benefits, and non-employee labor decreased in the Broadspire segment from $88.8 million in 2021 to $88.1 million in 2022, and decreased as a percent of revenues before reimbursements from 29.5% in 2021 to 28.1% in the 2022 period. The decrease in the overall expense and as a percent of revenues is due to lower software amortization costs and other administrative expenses, partially offset by an increase in travel costs which were lower in 2021 due to the pandemic.
PLATFORM SOLUTIONS SEGMENT
Operating Earnings
Our Platform Solutions segment recorded operating earnings of $35.7 million in 2022, or 14.7% of revenues before reimbursements, compared with operating earnings of $32.0 million in 2021, or 16.1% of revenues before reimbursements. The increase in operating margin in 2022 was due to a $44.4 million increase in revenues, including $17.0 million from the recent Praxis Consulting acquisition.
Excluding indirect support costs, gross profit increased from $48.0 million, or 24.1% of revenues before reimbursements in 2021, to $56.3 million, or 23.1% of revenues before reimbursements in 2022, as a result of the revenue increase in our Networks service line and the Praxis Consulting acquisition.
Operating results for our Platform Solutions segment, including gross profit, are as shown in the following table:
| In thousands (except percentages) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Based on actual exchange rates | ||||||||||||
| Year Ended December 31, | 2022 | 2021 | Variance | |||||||||
| Revenues | $ | 243,711 | $ | 199,299 | 22.3 | % | ||||||
| Direct expenses | 187,420 | 151,304 | 23.9 | % | ||||||||
| Gross profit | 56,291 | 47,995 | 17.3 | % | ||||||||
| Indirect expenses | 20,545 | 15,947 | 28.8 | % | ||||||||
| Total Platform Solutions Operating Earnings | $ | 35,746 | $ | 32,048 | 11.5 | % | ||||||
| Gross profit margin | 23.1 | % | 24.1 | % | (1.0 | )% | ||||||
| Operating margin | 14.7 | % | 16.1 | % | (1.4 | )% |
Revenues before Reimbursements
Platform Solutions segment revenues are primarily derived from the property and casualty insurance company and consumer markets in the U.S. Revenues before reimbursements by service line were as follows:
| In thousands (except percentages) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year Ended December 31, | 2022 | 2021 | Variance | |||||||||
| Contractor Connection | $ | 66,236 | $ | 70,249 | (5.7 | )% | ||||||
| Networks | 156,159 | 124,728 | 25.2 | % | ||||||||
| Subrogation | 21,316 | 4,322 | 393.2 | % | ||||||||
| Total Platform Solutions Revenues before Reimbursements | $ | 243,711 | $ | 199,299 | 22.3 | % |
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Revenues before reimbursements from our Platform Solutions segment totaled $243.7 million in 2022, compared with $199.3 million in 2021. This increase was primarily due to an increase in case volumes in our Networks service line due to new client growth and increased utilization with existing clients, and a $17.0 million increase, or 8.5% increase in Platform Solutions revenues, as a result of the recent Praxis acquisition. There was an increase in segment unit volume, measured principally by cases received, of 11.3% for 2022, 6.7% of which was from the Praxis acquisition, compared with the 2021 period. There was an increase in high-frequency, low-severity consumer market cases in our WeGoLook service line of 51,200 cases, or an 11.9% increase in Platform Solutions cases received, in 2022. Revenues in our Platform Solutions segment include revenues from an existing client where we provide staff augmentation for our clients, which resulted in $27.6 million of increased revenues in 2022, or a 13.8% increase in Platform Solutions revenue. The revenues generated from this client consist of us providing dedicated employees which is not measured by cases, and accordingly there is no increase in cases received to match the increase in revenues. Excluding cases from the Praxis acquisition and the WeGoLook cases, changes in product mix and in the rates charged for those services accounted for a 7.3% revenue increase during 2022, compared with the 2021 period.
The increase in revenues for 2022 was due to an increase in our Networks service line, and revenues from the recent acquisition. The decrease in Contractor Connection was due to a reduction in industry claim volumes in the current year.
Reimbursed Expenses Included in Total Revenues
Reimbursements for out-of-pocket expenses incurred in our Platform Solutions segment were $1.2 million and $3.1 million for 2022 and 2021, respectively. The decrease was due to a reduced use of third parties in our Networks service line in the 2022 period.
Case Volume Analysis
Platform Solutions unit volumes by service line, as measured by cases received, for 2022 and 2021 were as follows:
| Year Ended December 31, | 2022 | 2021 | Variance | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Contractor Connection | 154,574 | 172,970 | (10.6 | )% | ||||||||
| Networks | 289,205 | 250,598 | 15.4 | % | ||||||||
| Subrogation | 35,819 | 7,162 | 400.1 | % | ||||||||
| Total Platform Solutions Cases Received | 479,598 | 430,730 | 11.3 | % |
Overall case volumes were 11.3% higher in 2022 compared with 2021, due to an increase in our Networks service line and the recent acquisition in our Subrogation service line. Excluding acquisition-related subrogation cases, the increase in cases received was 4.7% during 2022 as compared with 2021. This increase was primarily from high-frequency, low-severity consumer market cases in our WeGoLook service line of 51,200 cases, or 11.9% of the increase in cases from 2021. A portion of the increase in revenues in our Networks service line is the result of revenues generated from an existing client which consists of us providing dedicated employees which is not measured by cases, and accordingly there is no increase in cases received to match the increase in revenues. The decrease in cases in the Contractor Connection service line was due to carrier clients experiencing reduced claims activity.
Direct Compensation, Fringe Benefits & Non-Employee Labor
The most significant expense in our Platform Solutions segment is the compensation of employees, including related payroll taxes and fringe benefits, and payments to outsourced service providers that augment the functions performed by our employees. Platform Solutions direct compensation, fringe benefits, and non-employee labor expense, as a percent of the related revenues before reimbursements, was 67.1% in 2022 and 66.1% in 2021. The amount of these expenses increased from $131.7 million in 2021 to $163.4 million in 2022. The increase in costs was due to the higher revenues in the current year and increased employees to support client growth in our Networks Service line, and 110 employees from the Praxis acquisition. The increase as a percentage of revenues before reimbursements in the current year was due to the change in product mix and higher compensation expense and non-employee labor to support the new client growth.
Average FTEs in this segment totaled 1,336 in 2022, compared to an average of 1,080 FTEs in 2021.
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Expenses Other than Reimbursements, Direct Compensation, Fringe Benefits & Non-Employee Labor
Platform Solutions segment expenses other than reimbursements, direct compensation, fringe benefits, and non-employee labor increased as a percent of segment revenues before reimbursements from $35.5 million, or 17.8% of revenues before reimbursements in 2021, to $44.5 million, or 18.3% of revenues before reimbursements in 2022. The increase in overall expenses was due to the increased revenues and the recent acquisition. The increase as a percent of revenues before reimbursements is due to technology investments and an increase in travel and entertainment expenses.
YEAR ENDED DECEMBER 31, 2021 COMPARED WITH YEAR ENDED DECEMBER 31, 2020
NORTH AMERICA LOSS ADJUSTING SEGMENT
Operating Earnings
Operating earnings in our North America Loss Adjusting segment totaled $15.0 million, or 6.2% of revenues before reimbursements, in 2021, compared with 2020 operating earnings of $13.4 million, or 6.2% of revenues before reimbursements. The increase in operating earnings in 2021 was primarily due to a $26.2 million increase in revenues partially offset by the change in compensation expense. There was a $2.6 million expense benefit in 2021 as a result of CEWS, compared with a benefit of $7.0 million in 2020.
Excluding centralized indirect support costs, gross profit decreased from $48.6 million, or 22.3% of revenues before reimbursements in 2020, to $46.7 million, or 19.2% of revenues before reimbursements, in 2021, due primarily to an increase in direct expenses in 2021, including the reduction in CEWS benefit, that was higher than the increase in revenues.
Operating results for our North America Loss Adjusting segment, including gross profit, are as shown in the following table:
| In thousands (except percentages) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Based on actual exchange rates | Based on exchange rates for December 31, 2020 | |||||||||
| Year Ended December 31, | 2021 | 2020 | Variance | 2021 | Variance | |||||
| Revenues | $243,789 | $217,579 | 12.0% | $238,580 | 9.7% | |||||
| Direct expenses | 197,054 | 168,979 | 16.6% | 192,619 | 14.0% | |||||
| Gross profit | 46,735 | 48,600 | (3.8)% | 45,961 | (5.4)% | |||||
| Indirect expenses | 31,720 | 35,197 | (9.9)% | 30,960 | (12.0)% | |||||
| Total North America Loss Adjusting Operating Earnings | $15,015 | $13,403 | 12.0% | $15,001 | 11.9% | |||||
| Gross profit margin | 19.2% | 22.3% | (3.1)% | 19.3% | (3.0)% | |||||
| Operating margin | 6.2% | 6.2% | — | 6.3% | 0.1% |
Revenues before Reimbursements
North America Loss Adjusting 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 were as follows:
| In thousands (except percentages) | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Based on actual exchange rates | Based on exchange rates for December 31, 2020 | |||||||||||||||||||
| Year Ended December 31, | 2021 | 2020 | Variance | 2021 | Variance | |||||||||||||||
| U.S. | $ | 158,451 | $ | 128,341 | 23.5 | % | $ | 158,451 | 23.5 | % | ||||||||||
| Canada | 85,338 | 89,238 | (4.4 | )% | 80,129 | (10.2 | )% | |||||||||||||
| Total North America Loss Adjusting Revenues before Reimbursements | $ | 243,789 | $ | 217,579 | 12.0 | % | $ | 238,580 | 9.7 | % |
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Revenues before reimbursements from our North America Loss Adjusting segment totaled $243.8 million in 2021, compared with $217.6 million in the 2020 period. This increase was due to an increase in weather-related cases in the U.S. resulting from Hurricane Ida and new client growth. Revenues decreased in Canada due to the continued negative economic impact of the COVID-19 pandemic. The change in exchange rates increased our North America Loss Adjusting segment revenues by approximately 2.3%, or $5.2 million, for 2021 as compared with the 2020 period. Absent foreign exchange rate fluctuations, North America Loss Adjusting segment revenues would have been $238.6 million for 2021. There was a $3.4 million increase, or 1.6% increase in North America Loss Adjusting revenues in the period as a result of the recent edjuster, Inc. acquisition. There was a decrease in segment unit volume, measured principally by cases received, of 2.9% (1.3% excluding edjuster cases) for 2021, compared with the 2020 period. Changes in product mix and in the rates charged for those services accounted for a 9.4% revenue increase for the 2021 year compared with 2020, due to a reduction in high-frequency, low-severity cases.
The increase in revenues in the U.S. for 2021 was due to an increase in weather-related cases resulting from Hurricane Ida and new client growth. Based on constant foreign exchange rates, there was a decrease in revenues in Canada in 2021, compared with 2020, primarily due to the continued negative economic impact of the pandemic.
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 $8.3 million in 2021 compared with $7.9 million in 2020. The increase in reimbursed expenses was due to the increased revenues.
Case Volume Analysis
North America Loss Adjusting segment unit volumes by geographic region, measured by cases received, for 2021 and 2020 were as follows:
| Year Ended December 31, | 2021 | 2020 | Variance | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| U.S. | 150,959 | 146,498 | 3.0 | % | ||||||||
| Canada | 127,214 | 140,111 | (9.2 | )% | ||||||||
| Total North America Loss Adjusting Cases Received | 278,173 | 286,609 | (2.9 | )% |
Overall, there was a decrease in cases of (2.9)% in 2021, compared with the 2020 period. The increase in U.S. case volumes in the period was due an increase in weather-related cases resulting from Hurricane Ida and new client growth. The decrease in cases in Canada in 2021 was due to the continued negative economic impact of the pandemic.
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 payments to outsourced service providers that augment our staff. North America Loss Adjusting direct compensation, fringe benefits, and non-employee labor expense, as a percent of segment revenues before reimbursements, was 72.4% for 2021 and 69.4% for 2020. The dollar amount of these expenses increased from $150.9 million in 2020 to $176.5 million in 2021. The increase in the cost and the percentage of revenues before reimbursements is due to the increase in revenues and an increase in incentive compensation. In addition, there was a negative variance from a $2.6 million expense benefit in 2021 as a result of CEWS, compared to a benefit of $7.0 million in 2020.
There was an average of 1,795 FTEs in 2021 compared with an average of 1,854 FTEs in 2020, due to a reduction in Canada.
Expenses Other than Reimbursements, Direct Compensation, Fringe Benefits & Non-Employee Labor
North America Loss Adjusting segment expenses other than reimbursements, direct compensation, fringe benefits, and non-employee labor decreased from $53.3 million in 2020 to $52.2 million in 2021, and decreased as a percent of segment revenues from 24.5% in 2020 to 21.4% in 2021. The decrease in costs was due to a reduction in administrative support costs in 2021.
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INTERNATIONAL OPERATIONS SEGMENT
Operating Earnings
Our International Operations segment reported operating earnings of $4.9 million, or 1.4% of revenues before reimbursements in 2021, as compared to $30.4 million, or 9.4% of revenues before reimbursements in 2020. This decrease in operating earnings was due to lower profitability in certain international operations, primarily in the UK and our Legal Services service line, and an increase in compensation expense.
Excluding centralized indirect support costs, gross profit decreased from $70.7 million, or 21.9% of revenues before reimbursements in 2020, to $50.3 million, or 14.1% of revenues before reimbursements in 2021. This decrease was primarily due to losses in certain international operations and an increase in compensation expense.
Operating results for our International Operations segment, including gross profit, are as shown in the following table:
| In thousands (except percentages) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Based on actual exchange rates | Based on exchange rates for December 31, 2020 | |||||||||
| Year Ended December 31, | 2021 | 2020 | Variance | 2021 | Variance | |||||
| Revenues | $357,909 | $322,435 | 11.0% | $333,226 | 3.3% | |||||
| Direct expenses | 307,591 | 251,715 | 22.2% | 286,544 | 13.8% | |||||
| Gross profit | 50,318 | 70,720 | (28.8)% | 46,682 | (34.0)% | |||||
| Indirect expenses | 45,400 | 40,340 | 12.5% | 42,097 | 4.4% | |||||
| Total International Operations Operating Earnings | $4,918 | $30,380 | (83.8)% | $4,585 | (84.9)% | |||||
| Gross profit margin | 14.1% | 21.9% | (7.8)% | 14.0% | (7.9)% | |||||
| Operating margin | 1.4% | 9.4% | (8.0)% | 1.4% | (8.0)% |
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 were as follows:
| In thousands (except percentages) | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Based on actual exchange rates | Based on exchange rates for December 31, 2020 | |||||||||||||||||||
| Year Ended December 31, | 2021 | 2020 | Variance | 2021 | Variance | |||||||||||||||
| UK | $ | 134,116 | $ | 128,397 | 4.5 | % | $ | 124,700 | (2.9 | )% | ||||||||||
| Europe | 88,985 | 87,246 | 2.0 | % | 83,440 | (4.4 | )% | |||||||||||||
| Australia | 85,780 | 73,080 | 17.4 | % | 77,251 | 5.7 | % | |||||||||||||
| Asia | 18,870 | 23,206 | (18.7 | )% | 18,552 | (20.1 | )% | |||||||||||||
| Latin America | 30,158 | 10,506 | 187.1 | % | 29,283 | 178.7 | % | |||||||||||||
| Total International Operations Revenues before Reimbursements | $ | 357,909 | $ | 322,435 | 11.0 | % | $ | 333,226 | 3.3 | % |
Revenues before reimbursements from our International Operations segment totaled $357.9 million in 2021, compared with $322.4 million in the 2020 period. This increase was primarily due to an increase in weather-related activity in Australia, recent acquisitions in Latin America and Australia, and the change in foreign exchange rates, partially offset by reductions in the U.K., Asia, and our Legal Services service line. The change in exchange rates increased our International Operations segment revenues by approximately 7.7%, or $24.7 million, for 2021 as compared with the 2020 period. Absent foreign exchange rate fluctuations, International Operations segment revenues would have been $333.2 million for 2021. There was a $16.4 million net increase, or 5.1% increase in International Operations revenues in the period as a result of the acquisitions and dispositions. There was an increase in segment unit volume, measured principally by cases received, of 4.6% (1.6% excluding acquired cases) for 2021, compared with the 2020 period. Changes in product mix and in the rates charged for those services accounted for a 3.4% revenue decrease for 2021 compared with the same period in 2020, due to an increase in high-frequency, low severity cases in Latin America.
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Based on constant foreign exchange rates, the decrease in revenues in the U.K. for 2021 was primarily due to the Lloyd Warwick International ("LWI") disposition in June 2020, which contributed $11.2 million revenues in 2020, and a change in the mix of services provided. There was a decrease in revenues in Europe in the 2021 period, compared with 2020, due to a decrease in high-frequency, low-severity case volume increases in Scandinavia. There was an increase in revenues in Australia in 2021 period due to an increase in weather-related case activity and the HBA acquisition. There was a decrease in revenues in Asia in 2021, compared with 2020, due to a decrease in high-frequency, low-severity weather-related case activity. There was an increase in revenues in Latin America in 2021 due to the Carvallo acquisition in Chile and an increase in high-frequency, low-severity cases.
Reimbursed Expenses Included in Total Revenues
Reimbursements for out-of-pocket expenses incurred in our International Solutions segment which are included in total Company revenue increased to $22.9 million in 2021 from $22.4 million in 2020. The increase in reimbursed expenses was due to the increase in revenues.
Case Volume Analysis
International Operations unit volumes, as measured by cases received, by region for 2021 and 2020 were as follows:
| Year Ended December 31, | 2021 | 2020 | Variance | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| UK | 142,678 | 117,928 | 21.0 | % | ||||||||
| Europe | 202,956 | 236,361 | (14.1 | )% | ||||||||
| Australia | 51,940 | 50,518 | 2.8 | % | ||||||||
| Asia | 14,377 | 17,017 | (15.5 | )% | ||||||||
| Latin America | 41,543 | 11,616 | 257.6 | % | ||||||||
| Total International Operations Cases Received | 453,494 | 433,440 | 4.6 | % |
Overall, there was an increase in cases received of 4.6% for 2021, compared with the 2020 period. There was an increase in cases in the UK due to an increase in high-frequency, low-severity cases. There was a decrease in Europe in 2021, compared with 2020, due to a change in the mix of services provided in Scandinavia. There was an increase in cases received in Australia due to an increase in weather related activity. The decrease in cases received in Asia was due to a decrease in high-frequency, low-severity weather-related activity. The increase in cases in Latin America was due to the Carvallo acquisition, which accounted for 26,800 cases, or a 6.2% increase in International Operations cases received, and an increase in high-frequency, low-severity cases 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 payments to outsourced service providers that augment the functions performed by our employees. Direct compensation expenses, fringe benefits, and non-employee labor, as a percent of International Operations segment revenues before reimbursements, increased from 63.2% in 2020 to 69.6% in 2021. The total dollar amount of these expenses increased from $203.7 million in 2020 to $249.1 million in 2021. The increase in amount was primarily due to the increase in revenues and an increase in employees, including 580 from the recent acquisitions. The increase in the percentage of revenues before reimbursements is because compensation expense increased higher than the revenues in certain international operations, and higher compensation expense in our legal services business.
There was an average of 3,524 FTEs in this segment in 2021, an increase from an average of 2,915 FTEs in the 2020 period.
Expenses Other than Reimbursements, Direct Compensation, Fringe Benefits & Non-Employee Labor
Expenses other than reimbursements, direct compensation, fringe benefits, and non-employee labor increased in the International Operations segment from $88.4 million in 2020 to $103.9 million in 2021, and increased as a percent of revenues before reimbursements from 27.4% in 2020 to 29.0% in the 2021 period. The increase in the cost is related to the increase in revenues, primarily from the recent acquisitions, and the increase in expenses as a percent of revenues before reimbursements were due to technology investments and an increase in administrative support costs.
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BROADSPIRE SEGMENT
Operating Earnings
Our Broadspire segment reported operating earnings of $24.8 million, or 8.2% of revenues before reimbursements in 2021, as compared to $19.0 million, or 6.5% of revenues before reimbursements in 2020. This increase was due to a $7.6 million increase in revenues.
Excluding centralized indirect support costs, gross profit increased from $58.9 million, or 20.1% of revenues before reimbursements in 2020, to $64.7 million, or 21.5% of revenues before reimbursements in 2021, due to the increased revenues and general recovery from the negative economic impacts of the pandemic.
Operating results for our Broadspire segment, including gross profit, are as shown in the following table:
| In thousands (except percentages) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Based on actual exchange rates | ||||||||||||
| Year Ended December 31, | 2021 | 2020 | Variance | |||||||||
| Revenues | $ | 301,035 | $ | 293,448 | 2.6 | % | ||||||
| Direct expenses | 236,298 | 234,528 | 0.8 | % | ||||||||
| Gross profit | 64,737 | 58,920 | 9.9 | % | ||||||||
| Indirect expenses | 39,954 | 39,955 | (0.0 | )% | ||||||||
| Total Broadspire Operating Earnings | $ | 24,783 | $ | 18,965 | 30.7 | % | ||||||
| Gross profit margin | 21.5 | % | 20.1 | % | 1.4 | % | ||||||
| Operating margin | 8.2 | % | 6.5 | % | 1.7 | % |
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 major region were as follows:
| In thousands (except percentages) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year Ended December 31, | 2021 | 2020 | Variance | |||||||||
| Claims Management | $ | 151,342 | $ | 143,943 | 5.1 | % | ||||||
| Medical Management | 149,693 | 149,505 | 0.1 | % | ||||||||
| Total Broadspire Revenues before Reimbursements | $ | 301,035 | $ | 293,448 | 2.6 | % |
Revenues before reimbursements from our Broadspire totaled $301.0 million in 2021, compared with $293.4 million in 2020. This increase was primarily due to an increase in new client growth across both service lines, and general recovery from pandemic-impacted activity in 2020. Revenues were positively impacted by an increase in unit volumes, measured principally by cases received, of 3.0% for 2021 compared with 2020. Changes in product mix and in the rates charged for those services accounted for a 0.4% revenue decrease for 2021 as compared with 2020, due to an increase in Disability and A&H claims which have a lower average fee per claim.
Reimbursed Expenses Included in Total Revenues
Reimbursements for out-of-pocket expenses incurred in our Broadspire segment which are included in total Company revenue increased to $2.7 million in 2021 from $2.2 million in 2020. The increase in reimbursed expenses in the 2021 period was due to the increased revenues.
Case Volume Analysis
Broadspire unit volumes by service line, as measured by cases received, for 2021 and 2020 were as follows:
| Year Ended December 31, | 2021 | 2020 | Variance | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Claims Management | 357,056 | 344,503 | 3.6 | % | ||||||||
| Medical Management | 133,597 | 131,735 | 1.4 | % | ||||||||
| Total Broadspire Cases Received | 490,653 | 476,238 | 3.0 | % |
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Overall case volumes were 3.0% higher in 2021 compared with 2020 due to the general economic recovery and business growth in Disability cases volumes. There was an increase in Claims Management, and an increase for Medical Management cases due to increased utilization review and physician consultant cases. In addition, the 2020 period was negatively impacted by the pandemic.
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 payments to outsourced service providers that augment the functions performed by our employees. Direct compensation expenses, fringe benefits, and non-employee labor, as a percent of Broadspire segment revenues before reimbursements, decreased from 63.0% in 2020 to 62.3% in 2021. The total dollar amount of these expenses increased from $184.7 million in 2020 to $187.5 million in 2021. The increase in the amounts was due to the increased revenues and an increase in average full-time equivalent employees. The decrease in expense as a percent of revenues before reimbursements was due to improved utilization.
There was an average of 2,266 FTEs in this segment in 2021, an increase from an average of 2,202 FTEs in the 2020 period.
Expenses Other than Reimbursements, Direct Compensation, Fringe Benefits & Non-Employee Labor
Expenses other than reimbursements, direct compensation, fringe benefits, and non-employee labor decreased slightly in the Broadspire segment from $89.8 million in 2020 to $88.8 million in 2021, and also decreased as a percent of revenues before reimbursements from 30.6% in 2020 to 29.5% in the 2021 period. The decrease in the overall expense and the percent of revenues was primarily due to the increase in revenues.
PLATFORM SOLUTIONS SEGMENT
Operating Earnings
Our Platform Solutions segment recorded operating earnings of $32.0 million in 2021, or 16.1% of revenues before reimbursements, compared with operating earnings of $26.3 million in 2020, or 17.7% of revenues before reimbursements. The increase in operating margin in 2021 was due to a $50.3 million increase in revenues, primarily in our Networks service line.
Excluding indirect support costs, gross profit increased from $37.9 million, or 25.4% of revenues before reimbursements in 2020, to $48.0 million, or 24.1% of revenues before reimbursements in 2021, as a result of the increase in Networks revenue.
Operating results for our Platform Solutions segment, including gross profit, are as shown in the following table:
| In thousands (except percentages) | ||||||
|---|---|---|---|---|---|---|
| Based on actual exchange rates | ||||||
| Year Ended December 31, | 2021 | 2020 | Variance | |||
| Revenues | $199,299 | $149,030 | 33.7% | |||
| Direct expenses | 151,304 | 111,180 | 36.1% | |||
| Gross profit | 47,995 | 37,850 | 26.8% | |||
| Indirect expenses | 15,947 | 11,518 | 38.5% | |||
| Total Platform Solutions Operating Earnings | $32,048 | $26,332 | 21.7% | |||
| Gross profit margin | 24.1% | 25.4% | (1.3)% | |||
| Operating margin | 16.1% | 17.7% | (1.6)% |
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 were as follows:
| In thousands (except percentages) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year Ended December 31, | 2021 | 2020 | Variance | |||||||||
| Contractor Connection | $ | 70,249 | $ | 71,005 | (1.1 | )% | ||||||
| Networks | 124,728 | 78,025 | 59.9 | % | ||||||||
| Subrogation | 4,322 | — | nm | |||||||||
| Total Platform Solutions Revenues before Reimbursements | $ | 199,299 | $ | 149,030 | 33.7 | % |
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Revenues before reimbursements from our Platform Solutions segment totaled $199.3 million in 2021, compared with $149.0 million in 2020. This increase was primarily due to an increase in case volumes in our Networks service line due to new client growth and increased utilization with existing clients, and a $4.3 million increase, or 2.9% increase in Platform Solutions revenues, as a result of the recent Praxis Consulting acquisition. There was an increase in segment unit volume, measured principally by cases received, of 17.9%, 2.0% of which was from the Praxis acquisition for 2021, compared with the 2020 period. There was an increase in high-frequency, low-severity cases in our WeGoLook service line of 42,900 cases, or 11.7%, in 2021. Revenues in our Platform Solutions segment include revenues from a new client where we provide staff augmentation for our clients, which resulted in $22.7 million of increased revenues in 2021, or 15.2% of the increase in Platform Solutions revenue. The revenues from these clients do not typically result in cases received. Excluding cases from the Praxis acquisition and the WeGoLook cases, changes in product mix and in the rates charged for those services accounted for an 11.4% revenue increase during 2021, compared with the same period in 2020, primarily due to a decrease in Contractor Connection cases which have a lower average fee per claim.
The increase in revenues for 2021 was due to an increase in our Networks service line, and revenues from the recent acquisition. The slight decrease in Contractor Connection was due to a reduction in carrier claim volumes in the current year.
Reimbursed Expenses Included in Total Revenues
Reimbursements for out-of-pocket expenses incurred in our Platform Solutions segment were $3.1 million. and $1.2 million for 2021 and 2020, respectively. The increase was due to the increased revenues and increased use of third parties in the 2021 period.
Case Volume Analysis
Platform Solutions unit volumes by service line, as measured by cases received, for 2021 and 2020 were as follows:
| Year Ended December 31, | 2021 | 2020 | Variance | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Contractor Connection | 172,970 | 183,981 | (6.0 | )% | ||||||||
| Networks | 250,598 | 181,487 | 38.1 | % | ||||||||
| Subrogation | 7,162 | — | nm | |||||||||
| Total Platform Solutions Cases Received | 430,730 | 365,468 | 17.9 | % |
Overall case volumes were 17.9% higher in 2021 compared with 2020, due to an increase in our Networks service line and the recent acquisition in our Subrogation service line. Excluding acquisition-related subrogation cases, the increase in cases received was 15.9% during 2021 as compared with 2020. This increase was primarily from high-frequency, low-severity cases in our WeGoLook service line of 42,900 cases, or 11.7% of the increase in cases from 2020. A portion of the increase in revenues in our Networks service line is the result of new client growth, however the revenues generated from these clients consist of us providing dedicated employees which is not measured by cases, and accordingly there is no increase in cases received to match the increase in revenues. The decrease in cases in the Contractor Connection service line was due to carrier clients experiencing reduced claims activity.
Direct Compensation, Fringe Benefits & Non-Employee Labor
The most significant expense in our Platform Solutions segment is the compensation of employees, including related payroll taxes and fringe benefits, and payments to outsourced service providers that augment the functions performed by our employees. Platform Solutions direct compensation, fringe benefits, and non-employee labor expense, as a percent of the related revenues before reimbursements, was 66.1% in 2021 and 62.1% in 2020. The amount of these expenses increased from $92.5 million in 2020 to $131.7 million in 2021. The increase in costs was due to the higher revenues in the current year and increased employees to support client growth in our Networks Service line, and the Praxis acquisition. The increase as a percentage of revenues before reimbursements in the current year was due to the change in product mix and higher compensation expense to support the new client growth.
Average FTEs in this segment totaled 1,080 in 2021, compared to an average of 794 FTEs in 2020.
Expenses Other than Reimbursements, Direct Compensation, Fringe Benefits & Non-Employee Labor
Platform Solutions segment expenses other than reimbursements, direct compensation, fringe benefits, and non-employee labor increased from $30.2 million in 2020 to $35.5 million in 2021, due to the increased revenues and the recent acquisition. These expenses decreased as a percent of segment revenues before reimbursements, from 20.3% of revenues before reimbursements in 2020, to 17.8% in 2021. The increase in the expense in the 2021 period is due to technology investments and an increase in travel and entertainment expenses.
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EXPENSES AND CREDITS EXCLUDED FROM SEGMENT OPERATING EARNINGS
Income Taxes
Our consolidated effective income tax rate for financial reporting purposes may change periodically due to changes in enacted tax rates, changes in tax law, fluctuations in the mix of income earned from our various domestic and international operations, which are subject to income taxes at different rates, our ability to utilize loss and tax credit carryforwards, and amounts related to uncertain income tax positions. Income tax provisions totaled $23.6 million, $13.3 million, and $12.0 million for 2022, 2021, and 2020, respectively. Our effective tax rate for financial reporting purposes was 467.2%, 30.4%, and 30.7% for 2022, 2021, and 2020, respectively. The Company's effective income tax rate in 2022 was impacted by the goodwill impairment and change in valuation allowances for certain foreign jurisdictions, primarily the U.K. The Company's effective income tax rate in 2021 was impacted by enacted foreign tax rate changes, change in valuation allowances for certain jurisdictions, and deferred taxes attributable to certain undistributed foreign earnings that are no longer permanently reinvested. The Company's effective income tax rate in 2020 was impacted by a goodwill impairment, disposals and liquidations of businesses, and deferred taxes attributable to certain undistributed foreign earnings that are no longer permanently reinvested. Based on our 2023 operating plans, we anticipate our effective tax rate for financial reporting purposes in 2023 to be in the 33% to 35% range before considering any discrete items and assuming no material changes to tax law and policy in the material jurisdictions in which we operate.
We recorded a non-cash goodwill impairment of $36.8 million, or $33.3 million after tax, during 2022. We also recorded income tax reserves of $11.8 million on certain international tax assets during 2022, primarily related to previously benefitted tax losses in certain international jurisdictions. These tax assets currently do not expire and are available for future use depending on the profitability of those jurisdictions.
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 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 $11.0 million, $7.0 million, and $8.2 million for 2022, 2021, and 2020, respectively. Corporate interest income totaled $0.7 million, $0.4 million, and $0.3 million in 2022, 2021, and 2020, respectively. We pay interest on borrowings under our Credit Facility based on variable rates. Our level of interest expense is dependent on the future direction of interest rates as well as the level of outstanding borrowings relative to prior periods. The weighted average interest rates under our Credit Facility were 3.3%, 2.2%, and 2.8% for the years ending December 31, 2022, 2021, and 2020, 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 of $0.5 million, $1.1 million and $1.1 million was recognized during 2022, 2021, and 2020, respectively. Other stock-based compensation expense related to our Executive Stock Bonus Plan and our Omnibus Stock and Incentive Plan (pursuant to which we have authority to grant performance shares and restricted shares) is charged to our operating segments and included in the determination of segment operating earnings or loss.
Amortization of Customer-Relationship Intangible Assets
Amortization of customer-relationship intangible assets represents the non-cash amortization expense for finite-lived customer-relationship and trade name intangible assets. Amortization expense associated with these intangible assets totaled $7.8 million, $11.0 million, and $11.7 million in 2022, 2021, and 2020, respectively. The decrease in 2022 is due to the amortization period of a significant intangible asset ended in the fourth quarter of 2021. This amortization is included in "Selling, general and administrative expenses" in our Consolidated Statements of Operations.
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Unallocated Corporate and Shared Costs, Net
Certain unallocated costs and credits are excluded from the determination of segment operating earnings. These unallocated corporate and shared costs and credits represent costs of our frozen U.S. defined benefit pension plan, expenses for our chief executive officer and our Board of Directors, certain adjustments to our self-insured liabilities, certain unallocated professional fees, and certain adjustments and recoveries to our allowances for estimated credit losses. From time to time, we evaluate which corporate costs and credits are appropriately allocated to one or more of our operating segments. If changes are made to our allocation methodology, prior period allocations are revised to conform to our then-current allocation methodology.
Unallocated corporate and shared costs and credits were $5.5 million, $14.3 million, and $17.3 million in 2022, 2021, and 2020, respectively. The decrease for 2022 was due to a $1.8 million gain on sale of our Canadian head office building in Kitchener Ontario, a $1.8 million reduction in self-insurance expense, a $4.2 million reduction in incentive compensation, and a $4.2 million decrease in professional fees and other unallocated costs, partially offset by the absence of a $3.2 million CEWS benefit which was present in 2021.
The decrease in costs in 2021 compared with 2020 was due to a $2.3 million decrease in self-insurance and related legal costs, $5.0 million in severance and other transition cost in 2020 that were not present in 2021, and a $2.7 million decrease in pension expense, partially offset by a $3.6 million lower credit from CEWS and a $3.4 million increase in other unallocated costs.
Contingent Earnout Liability Adjustments
Contingent earnout expense represents the fair value adjustment of earnout liabilities arising from recent acquisitions. These expenses totaled $2.9 million in 2022. There were no material contingent earnout adjustments in 2021 or 2020. The fair value adjustment is based on changes to projections of acquired entities over the respective earnout periods, which span multiple years.
Goodwill Impairment
We recognized a pretax non-cash goodwill impairment in 2022 totaling $36.8 million, which was partially offset by a $3.5 million reduction in income tax expense. This impairment consisted of $3.4 million related to our North America Loss Adjusting reportable segment, $22.7 million related to our International Operations reportable segment, and $10.7 million related to our Platform Solutions reportable segment. We also recognized a non-cash goodwill impairment in 2020 totaling $17.7 million related to our North America Loss Adjusting reporting unit, which was partially offset by a $1.8 million reduction in income tax expense and $1.7 million credit in noncontrolling interest expense. There was no goodwill impairment in 2021. See the "Critical Accounting Policies" in Item 7 and Note 4, "Goodwill and Intangible Assets" of our accompanying consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for further discussion about goodwill impairments.
Restructuring and Other Costs, Net
We recognized pretax restructuring and other costs totaling $8.1 million in 2020, related primarily to severance and other termination costs in an effort to consolidate and streamline various functions of our workforce. The restructuring and other costs are comprised of $9.4 million in severance expense and related payroll taxes, $2.5 million in asset impairment and lease termination costs, partially offset by a $1.1 million gain from fair value remeasurement of cost and equity method investments, a $1.2 million liquidation dividend from a cost method investment, and a $1.4 million gain from the sale of IP addresses. Although smaller severance activities occur each year, there were no restructuring costs in 2022 or 2021.
Gain on Disposition of Businesses, Net
During 2020, we recognized a pretax gain on disposal totaling $13.8 million related to the disposal of the LWI business in our former Crawford Claims Solution reporting unit, net of a loss on the disposal of Crawford Compliance. The gain on disposal is presented in the Consolidated Statements of Operations as a separate item "Gain on disposition of businesses, net". There was no gain on disposal of businesses in 2022 or 2021. See Note 3, “Business Acquisitions and Dispositions” of our accompanying consolidated financial statements for further discussion about these transactions.
Liquidity, Capital Resources, and Financial Condition
We fund our working capital requirements, capital expenditures, share repurchases, and acquisitions from net cash provided by operating activities and borrowings under bank credit facilities.
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On November 5, 2021, the Company and certain of its subsidiaries (Crawford & Company Risk Services Investments Limited (the "UK Borrower"), Crawford & Company (Canada) Inc. (the "Canadian Borrower") and Crawford & Company (Australia) Pty. Ltd, (the "Australian Borrower"), collectively known with the Company, as the "Borrowers") entered into a Credit Facility (the " Credit Facility"), which replaced our prior credit agreement, dated as of December 8, 2011, as subsequently amended.
The Credit Facility consists of a $450.0 million revolving credit facility, with a letter of credit sub-commitment of $125.0 million. The Credit Facility contains sublimits of $250.0 million for borrowings by the UK Borrower, $125.0 million for borrowings by the Canadian Borrower, and $75.0 million for borrowings by the Australian Borrower. The Credit Facility matures, and all amounts outstanding thereunder, will be due and payable on November 5, 2026.
Borrowings under the Credit Facility may be made in U.S. dollars, Euros, the currencies of Canada, Japan, Australia or United Kingdom and, subject to the terms of the Credit Facility, other currencies. Borrowings under the Credit Facility bear interest, at the option of the applicable Borrower, based on the Base Rate (as defined below) or a Eurocurrency Rate or an alternative reference rate, in each case plus an applicable interest margin based on the Company's leverage ratio (as defined below), provided that borrowings in foreign currencies may be at an alternative reference rate. The Credit Facility defines Benchmark Replacement to encompass accepted alternative reference rates when the London Interbank Offered Rate ("LIBOR") is no longer quoted. The Credit Facility defines alternative reference rates for non-U.S. Dollar currencies as Alternative Currency Term Rates or Alternative Currency Daily Rates. The interest margin for Eurocurrency Rate or alternative reference rate loans ranges from 1.00% to 1.625% and for Base Rate loans ranges from 0.00% to 0.625%. Base Rate is defined as the highest of (a) the Federal Funds Rate, as published by the Federal Reserve Bank of New York, plus 0.50%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate” and (c) the Eurocurrency rate plus 1.00%, subject to interest rate floors, with a minimum rate of zero. The weighted average interest rates under our Credit Facility were 3.3%, 2.2%, and 2.8% for the years ending December 31, 2022, 2021, and 2020, respectively.
At December 31, 2022, a total of $238.9 million of short-term and long-term debt was outstanding, and there was an undrawn amount of $8.8 million under the letter of credit sub-commitments of the Credit Facility. These letter of credit commitments were for the Company's own obligations. Including the amounts committed under the letter of credit sub-commitments, the available balance under the Credit Facility totaled $205.2 million at December 31, 2022.
The obligations of the Borrowers under the Credit Facility are guaranteed by each existing material domestic subsidiary of the Company, certain other domestic subsidiaries of the Company and certain existing material foreign subsidiaries of the Company that are disregarded entities for U.S. income tax purposes (each such foreign subsidiary, a "Disregarded Foreign Subsidiary"), and such obligations are required to be guaranteed by each subsequently acquired or formed material domestic subsidiary and Disregarded Foreign Subsidiary (each, a "Guarantor"), and the obligations of the Borrowers other than the Company ("Foreign Borrowers") for which the Company is not the primary obligor are also guaranteed by the Company. In addition, (i) the Borrowers’ obligations under the Credit Facility are secured by a first priority lien (subject to liens permitted by the Credit Facility) on substantially all of the personal property of the Company and the Guarantors as set forth in the Security and Pledge Agreement and (ii) the obligations of the Foreign Borrowers are secured by a first priority lien on 100% of the capital stock of the Foreign Borrowers.
The representations, covenants and events of default in the Credit Facility are customary for financing transactions of this nature, including required compliance with a minimum fixed charge coverage ratio and a maximum interest coverage ratio (each as defined below).
We have two principal financial covenants in our Credit Facility. The consolidated leverage ratio, defined as the ratio of (i) consolidated total funded debt minus unrestricted cash to (ii) consolidated EBITDA, must not be greater 4.50 to 1.00 at the end of each fiscal quarter. Also, the consolidated interest coverage ratio, defined as the ratio of (a) consolidated EBITDA to (b) consolidated interest expense, must not be less than 2.50 to 1.00 for the four-quarter period ending at the end of each fiscal quarter.
At December 31, 2022, the Company was in compliance with the financial covenants under the Credit Facility. Our leverage ratio was 2.16 and 1.66 as of December 31, 2022 and December 31, 2021, respectively, and our interest coverage ratio was 9.70 and 15.02 as of December 31, 2022 and December 31, 2021, respectively. If the Company does not meet the covenant requirements in the future, it would be in default under the Credit Facility. Upon the occurrence of an event of default, the lenders may terminate the loan commitments, accelerate all loans and exercise any of their rights under the Credit Facility and ancillary documents.
We are not aware of any additional restrictions placed on us, or being considered to be placed on us, related to our ability to access capital, such as borrowings under the Credit Facility. We do not rely on repurchase agreements or the commercial paper market to meet our short-term or long-term funding needs. For additional information on the key covenants contained in our Credit Facility, see "Other Matters Concerning Liquidity and Capital Resources" below.
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We continue the ongoing monitoring of our customers' ability to pay us for the services that we provide to them. Based on historical results, we currently believe there is a low likelihood that write-offs of our existing accounts receivable will have a material impact on our financial results. However, if one or more of our key customers files bankruptcy or otherwise becomes unable to make required payments to us, or if overall economic conditions deteriorate, we may need to make material provisions in the future to increase our allowance for accounts receivable.
The operations of our North America Loss Adjusting and International Operations reporting segments expose us to foreign currency exchange rate changes that can impact translations of foreign-denominated assets and liabilities into U.S. dollars and future earnings and cash flows from transactions denominated in different currencies, as well as the risk of changes in tax rates or tariffs on earnings or services provided outside the U.S. Changes in the relative values of non-U.S. currencies to the U.S. dollar affect our financial results. Decreases in the value of the U.S. dollar compared with the other functional currencies in certain of the locations in which we do business positively impacted our revenues and operating earnings in 2021, but a stronger U.S. dollar negatively impacted revenues and operating earnings in 2022 and 2020. We cannot predict the impact that foreign currency exchange rates may have on our future revenues or operating earnings.
At December 31, 2022, our working capital balance (current assets less current liabilities) was approximately $71.8 million, compared with $42.1 million at December 31, 2021. The increase in working capital was primarily due to settlement of a prior year deferred payment related to our Praxis acquisition, decreases in accrued compensation, and increases in accounts receivable and unbilled revenues, offset by a decrease in cash and cash equivalents and an increase in short term borrowings. Cash and cash equivalents at the end of 2022 totaled $46.0 million, compared with $53.2 million at the end of 2021.
Cash and cash equivalents, excluding restricted cash, as of December 31, 2022 consisted of $18.6 million held in the U.S. and $27.4 million held in our foreign subsidiaries. All of the cash and cash equivalents held by our foreign subsidiaries is available for general corporate purposes. 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, and fund capital improvements and 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. We have estimated that we have book over tax basis differences of approximately $70.9 million. Due to withholding tax, basis computations, and other related tax considerations, it is not practicable to estimate any taxes to be provided on outside basis differences at this time.
Cash Provided by Operating Activities
Cash provided by operating activities totaled $27.6 million in 2022 compared to $54.3 million in 2021. The $26.7 million decrease in cash provided by operating activities was primarily due to a $19.4 million increase in the change in billed and unbilled accounts receivables, $14.0 million related to incentive compensation, and a $7.9 million decrease in CEWS payments, partially offset by a $9.1 million reduction in defined benefit pension contributions and $5.5 million related to timing of other payments. Interest payments were $9.5 million in 2022, and tax payments, net of refunds, were $20.9 million in 2022.
Cash provided by operating activities totaled $54.3 million in 2021 compared to $93.2 million in 2020. The $38.9 million decrease in cash provided by operating activities was primarily due to an increase in the change in billed and unbilled accounts receivable of $16.8 million, $12.7 million higher income tax payments, $19.5 million in payroll tax payments previously deferred under the CARES Act, and higher CEWS benefits in the prior year, partially offset by a $8.6 million decrease related to incentive compensation and $5.4 million decrease related to timing of other payments. In 2020, we deferred payroll tax filings of $13.0 million as allowed by the CARES Act, and in 2021 we paid $6.5 million of that deferred total. We received a cash inflow of $7.9 million related to the CEWS in 2021, compared to $11.8 million in 2020. Interest payments were $5.6 million in 2021, and tax payments, net of refunds, were $24.9 million in 2021.
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Cash Used in Investing Activities
Cash used in investing activities, primarily for acquisitions, capital expenditures and capitalized software, decreased by $12.9 million in 2022, from $70.8 million in 2021 to $57.9 million in 2022. Acquisition costs in 2022 include $20.9 million for deferred payments from the 2021 Praxis acquisition and $4.3 million for Van Dijk. These transactions are discussed in Note 3, "Business Acquisitions and Dispositions" included in Item 8 of this Annual Report on Form 10-K. The 2022 decrease in cash used also included $3.0 million in proceeds related to the sale of our Canadian head office building in Kitchener, Ontario. In 2022, cash used to acquire property and equipment and capitalized software, including capitalization of costs for internally developed software, was $34.6 million. We forecast that our property and equipment additions in 2023, including capitalized software, will approximate $35 million.
Cash used in investing activities, primarily for acquisitions, capital expenditures and capitalized software, increased by $43.8 million in 2021, from $27.0 million in 2020 to $70.8 million in 2021. In 2021, we acquired HBA Group for $3.8 million, edjuster for $19.0 million, initial payment for Praxis acquisition for $21.5 million and BosBoon for $2.1 million, each amount net of cash acquired. In 2020, we made an acquisition in Chile for $10.0 million and also sold LWI for $20.3 million in proceeds. The increases in cash used for 2021 was partially offset by the settlement of certain company-owned life insurance policies of $6.5 million and a $6.4 million decrease in capital expenditures. Cash used to acquire property and equipment and capitalized software, including capitalization of costs for internally developed software, was $31.0 million in 2021.
Cash Provided by Financing Activities
Cash provided by financing activities was $25.9 million in 2022, compared with $24.7 million in 2021. In 2022, we borrowed $106.5 million for capital expenditures, share repurchases, dividends, and acquisitions and we repaid a total of $39.0 million. We used cash to pay dividends totaling $11.8 million in 2022, we repurchased shares for $26.7 million, we had $2.3 million lower capitalized costs related to our Credit Facility compared with 2021, and we received shares of CRD-A stock that were surrendered by employees to settle $0.7 million of withholding taxes owed on the issuance of restricted and performance shares. Payments of contingent consideration on acquisitions totaled $2.1 million in 2022, compared with $1.5 million in 2021.
Cash provided by financing activities was $24.7 million in 2021, compared with cash used of $74.4 million in 2020. In 2021, we borrowed $113.3 million for capital expenditures, share repurchases, dividends, and acquisitions and we repaid a total of $52.3 million. The increase in net borrowings in 2021 was primarily due to our increased acquisition activity and repurchases of common stock. We used cash to pay dividends totaling $12.7 million in 2021, we repurchased shares for $19.1 million, we incurred $2.3 million in capitalized costs related to our Credit Facility, and we received shares of CRD-A stock that were surrendered by employees to settle $1.4 million of withholding taxes owed on the issuance of restricted and performance shares.
Other Matters Concerning Liquidity and Capital Resources
Our short-term debt obligations typically peak during the first quarter of each year due to the payment of incentive compensation awards, contributions to retirement plans, and certain other recurring payments, and generally decline during the balance of the year. Our maximum month-end short-term debt obligations were $43.7 million and $16.5 million in 2022 and 2021, respectively. Our average month-end short-term debt obligations were $34.2 million and $7.8 million in 2022 and 2021, respectively. The outstanding balance of our short-term borrowings, excluding outstanding but undrawn letters of credit under our Credit Facility, was $27.0 million and $10.7 million at December 31, 2022 and 2021, respectively. The balance in short-term borrowings at December 31, 2022 primarily represents amounts under our revolving Credit Facility that we expect, but are not required, to repay in the next twelve months. We have historically used the proceeds from our long-term borrowings to finance, among other things, business acquisitions.
Our liquidity is defined as cash on hand and borrowing capacity based on our trailing twelve month EBITDA, as defined under our Credit Facility. Excluding restricted cash, at December 31, 2022, we had $46.0 million of cash on hand and, based on trailing twelve month EBITDA, additional borrowing capacity of $205.2 million resulting in total liquidity of $251.2 million at December 31, 2022.
Based on our financial plans, we expect to be able to remain in compliance with all required covenants throughout 2023. Our compliance with the consolidated total leverage ratio and consolidated interest coverage ratio is particularly sensitive to changes in our EBITDA, and if our financial plans for 2023 or other future periods do not meet our current projections, we could fail to remain in compliance with these financial covenants in our Credit Facility.
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Our compliance with the consolidated total leverage ratio covenant is also sensitive to changes in our level of consolidated total funded debt, as defined in our Credit Facility. In addition to short- and long-term borrowings, capital leases, and bank overdrafts, among other things, consolidated total funded debt includes letters of credit, the need for which can fluctuate based on our business requirements. An increase in borrowings under our Credit Facility could negatively impact our leverage ratio, unless those increased borrowings are offset by a corresponding increase in our EBITDA. In addition, a reduction in EBITDA in the future could limit our ability to utilize available credit under the Credit Facility, which could negatively impact our ability to fund our current operations or make needed capital investments.
Our compliance with the consolidated interest ratio covenant, which measures our ability to pay interest expense is also sensitive to the level of debt outstanding and interest rates. A decrease in EBITDA could negatively impact our interest coverage ratio, as could increases in our interest expense. If we do not manage those items carefully, we could be in default under the Credit Facility, which would negatively impact our ability to fund our current operations or make needed capital investments.
We believe our current financial resources, together with funds generated from operations and existing and potential borrowing capabilities, will be sufficient to maintain our current operations for the next 12 months.
Material Cash Commitments
As of December 31, 2022, the impact that our material cash commitments, including estimated interest payments, are expected to have on our liquidity and cash flow in future periods is as follows:
(Note references in the following table refer to the note in the accompanying consolidated financial statements in Item 8 of this Annual Report on Form 10-K).
| Payments Due by Period | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| One Year or Less | 1 to 3 Years | 3 to 5 Years | After 5 Years | Total | |||||||||||||||
| (In thousands) | |||||||||||||||||||
| Operating lease commitments (Note 6) | $ | 28,023 | $ | 43,659 | $ | 27,208 | $ | 26,515 | $ | 125,405 | |||||||||
| Long-term debt, including current portions (Note 5) (1) | 26,966 | — | 211,638 | — | 238,604 | ||||||||||||||
| Finance lease and other obligations (Note 5) (1) | 82 | 172 | — | — | 254 | ||||||||||||||
| Total, before interest payments | 55,071 | 43,831 | 238,846 | 26,515 | 364,263 | ||||||||||||||
| Estimated interest payments under Credit Facility | 17,057 | 30,893 | — | — | 47,950 | ||||||||||||||
| Total material cash commitments | $ | 72,128 | $ | 74,724 | $ | 238,846 | $ | 26,515 | $ | 412,213 |
(1)
Assumes principal amounts are repaid at maturity and not refinanced.
Borrowings under our Credit Facility bear interest at a variable rate, based on a Eurocurrency Rate, an alternative reference rate or a Base Rate, in either case plus an applicable margin. The Credit Facility defines Benchmark Replacement to encompass accepted alternative reference rates when the LIBOR rate is no longer quoted. Long-term debt refers to the required principal repayment at maturity of the Credit Facility, and may differ significantly from estimates, due to, among other things, actual amounts outstanding at maturity or any refinancings prior to such date. Interest amounts are based on projected borrowings under our Credit Facility and interest rates in effect on December 31, 2022, and the actual interest payments may differ significantly from estimates due to, among other things, changes in outstanding borrowings and prevailing interest rates in the future.
At December 31, 2022, we had approximately $3.7 million of unrecognized income tax benefits related to uncertain tax positions. We cannot reasonably estimate when all of these unrecognized income tax benefits may be settled. We expect $0.3 million of reductions to unrecognized income tax benefits within the next 12 months.
Gross deferred income tax liabilities as of December 31, 2022 were approximately $52.8 million. This amount is not included in the contractual obligations table because we believe this presentation would not be meaningful. Deferred income tax liabilities are calculated based on temporary differences between the tax basis of assets and liabilities and their respective book basis, which will result in taxable amounts in future years when the liabilities are settled at their reported financial statement amounts. The results of these calculations do not have a direct connection with the amount of cash taxes to be paid in any future periods. As a result, we believe scheduling deferred income tax liabilities as payments due by period could be misleading, because this scheduling would not relate to liquidity needs.
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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 plans in the U.K. (the "U.K. Plans"), and defined benefit pension plans in the Netherlands, Norway, Germany, and the Philippines (the "other international plans"). Future cash funding of our defined benefit pension plans will depend largely on future investment performance, interest rates, changes to mortality tables, and regulatory requirements. Effective December 31, 2002, we froze our U.S. Qualified Plan. The aggregate deficit in the funded status of the U.S. Plan and other international plans totaled $25.9 million and $17.9 million at the end of 2022 and 2021, respectively. The 2022 increase in the unfunded deficit of our defined benefit pension plans primarily resulted from actuarial losses in the year. In 2022, we made no contributions to our U.S. Qualified Plan and $0.6 million to our U.K. Plans. In 2021, we made contributions of $9.0 million to our U.S. Qualified Plan and $0.7 million to our U.K. Plans. The U.K. Plans were in a funded status totaling $20.4 million and $30.3 million at the end of 2022 and 2021, respectively, with the fair value of plan assets exceeding the projected benefit obligation. There was a $9.9 million decrease during 2022 in the net prepaid pension balances of the U.K. defined benefit plans.
Our frozen U.S. Qualified Plan was underfunded by $24.3 million at December 31, 2022 based on an accumulated benefit obligation of $304.1 million. Crawford does not expect to make any discretionary contributions to the U.S. Qualified Plan for 2023.
Funding requirements are no longer as sensitive to changes in the discount rate used to determine the present value of projected benefits payable under the U.S. Qualified plan. Volatility in the capital markets, mortality changes and future legislation may have a negative impact on our pension plans, which may further increase the underfunded portion and our attendant funding obligations. Expected and required contributions to our underfunded defined benefit pension plans will reduce our liquidity, restrict available cash for our operating, financing, and investing needs and may materially adversely affect our financial condition and our ability to deploy capital to other opportunities.
Commercial Commitments
As a component of our Credit Facility, we maintain a letter of credit facility to satisfy certain contractual obligations. At December 31, 2022, the issued, but undrawn, letters of credit totaled approximately $8.8 million. These letters of credit are typically renewed annually, but unless renewed, will expire as follows:
| Amount of Commitment Expiration per Period | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| One Year or Less | 1 to 3 Years | 3 to 5 Years | After 5 Years | Total | |||||||||||||||
| (In thousands) | |||||||||||||||||||
| Standby Letters of Credit | $ | 8,777 | $ | — | $ | — | $ | — | $ | 8,777 |
Changes in Financial Condition
The following addresses changes in our financial condition not addressed elsewhere in this MD&A.
Significant changes on our Consolidated Balance Sheet as of December 31, 2022, compared with our Consolidated Balance Sheet as of December 31, 2021, were as follows:
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Accounts receivable increased by $15.5 million, excluding the impacts from foreign currency exchange, in 2022 compared with 2021. The increase was primarily due to an increase in weather-related activities within Australia in our International Operations segment, and an increase in the U.S. and Canada in our North America Loss Adjustment segment.
•
Unbilled revenues increased $19.3 million, excluding the impacts from foreign currency exchange. The increase was primarily due to an increase in weather-related activities within Australia in our International Operations segment, and an increase in the U.S. in our North America Loss Adjustment segment due to hurricane Ian.
•
Accounts Payable and Accrued Liabilities decreased $6.0 million, excluding the impacts of business acquisitions and dispositions, as well as the impacts from foreign currency exchange. The decrease was primarily due a payment of $6.5 million on a deferred payroll tax filing in the U.S. as allowed by the CARES Act and $4.2 million lower accrued employee incentive compensation, partially offset by the timing of other payables.
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Critical Accounting Policies and Estimates
This MD&A addresses our consolidated financial statements, which are prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the 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. On an ongoing basis, we evaluate these estimates and judgments based upon historical experience and various other factors that we believe are reasonable under then-existing circumstances. The results of these evaluations form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
We believe the following critical accounting policies require significant judgments and estimates in the preparation of our consolidated financial statements. Changes in these underlying estimates could potentially materially affect consolidated results of operations, financial position and cash flows in the period of change. Although some variability is inherent in these estimates, the amounts provided for are based on the best information available to us and we believe these estimates are reasonable.
We have discussed the following critical accounting policies and estimates with the Audit Committee of our Board of Directors, and the Audit Committee has reviewed our related disclosure in this MD&A.
Revenue Recognition
Our revenues are primarily comprised of claims processing or program administration fees. Fees for professional services are recognized as unbilled revenues at estimated collectible amounts at the time such services are rendered. Substantially all unbilled revenues are billed within one year. Out-of-pocket costs incurred in administering a claim are typically passed on to our clients and included in our revenues under GAAP. Deferred revenues represent the estimated unearned portion of fees related to future services to be performed under certain fixed-fee service arrangements. Deferred revenues are recognized into revenues based on the estimated rate at which the services are provided. These rates are primarily based on an evaluation of historical claim closing rates by major claim type. Additionally, recent claim closing rates are evaluated for a significant deterioration or improvement in the longer-term historical closing rates used.
Our fixed-fee service arrangements typically require us to handle claims on either a one- or two-year basis, or for the lifetime of the claim. In cases where we handle a claim on a non-lifetime basis, we typically receive an additional fee on each anniversary date that the claim remains open. For service arrangements where we provide services for the life of the claim, we are only paid one fee for the life of the claim, regardless of the duration of the claim. As a result, our deferred revenues for claims handled for one or two years are not as sensitive to changes in claim closing rates since the revenues are recognized in the near future, and additional fees are generated for handling long-lived claims. Deferred revenues for lifetime claim handling are considered more sensitive to changes in claim closing rates since we are obligated to handle these claims to their conclusion with no additional fees received for long-lived claims. For all fixed fee service arrangements, revenues are recognized over the expected service periods, by type of claim.
Based upon our historical averages, we close approximately 99% of all cases referred to us under lifetime claim service arrangements 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 we evaluate our historical case closing rates by type of claim and make adjustments as necessary. Any changes in estimates are recognized in the period in which they are determined.
As of December 31, 2022, deferred revenues related to lifetime claim handling arrangements approximated $39.4 million. If the rate at which we close cases changes, the amount of revenues recognized within a period could be affected. In addition, given the competitive environment in which we operate, we may be unable to raise our prices to offset the additional expense associated with handling longer-lived claims should such case closing rates change. The change in our first-year case closing rates over the last ten years has ranged from a decrease of 3.3% to an increase of 2.2%, and has averaged an increase of 0.1%. A 1.0% change is a reasonably likely change in our estimate based on historical data. Absent an increase in per-claim fees from our clients, a 1.0% decrease in claim closing rates for lifetime claims would have resulted in the deferral of additional revenues of approximately $1.4 million, $1.3 million, and $1.3 million for the years ended December 31, 2022, 2021, and 2020, respectively. If our average claim closing rates for lifetime claims increased by 1.0%, we would have recognized additional revenues of approximately $1.4 million, $1.3 million, and $1.2 million in 2022, 2021 and 2020, respectively.
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We often sell multiple types of claims processing and different levels of processing depending on the complexity of the claims within a contract. We also typically provide a menu of offerings from which the customer chooses to purchase or not at their discretion. 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 service(s) or quantities requested by the customer. For example, if we provide claims processing for auto and general liability, those services are priced and delivered independently.
Allowance for Expected Credit Losses
We maintain allowances for expected credit losses resulting from the inability of our clients to make required payments and for adjustments to invoiced amounts. Losses resulting from the inability of clients to make required payments are accounted for as bad debt expense, while adjustments to invoices are accounted for as reductions to revenues. These allowances are established by using historical write-off or adjustment information intended to determine future loss expectations and by considering the current credit worthiness of our clients, any known specific collection problems, and our assessment of current industry conditions. Actual experience may differ significantly from historical or expected loss results. Each quarter, we evaluate the adequacy of the assumptions used in determining these allowances and make adjustments as necessary. Changes in estimates are recognized in the period in which they are determined. Historically, our estimates have been materially accurate.
As of December 31, 2022 and 2021, our allowance for expected credit losses totaled $9.1 million and $8.8 million, or approximately 6.2% and 6.1% of gross billed receivables at December 31, 2022 and 2021, respectively. If the financial condition of our clients deteriorates, resulting in an inability to make required payments to us, or if economic conditions deteriorate, additional allowances may be deemed to be appropriate or required. If the allowance for expected credit losses changed by 1.0% of gross billed receivables, reflecting either an increase or decrease in expected future write-offs, the impact to consolidated pretax income would have been approximately $1.5 million, $1.4 million, and $1.3 million in 2022, 2021 and 2020, respectively.
Valuation of Goodwill, Indefinite-Lived Intangible Assets, and Other Long-Lived Assets
We regularly evaluate whether events and circumstances have occurred which indicate that the carrying amounts of goodwill, indefinite-lived intangible assets, or other long-lived assets have been impaired. 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. Our 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. When factors indicate that such assets should be evaluated for possible impairment between the scheduled annual impairment tests, we perform an interim impairment test. Our other long-lived assets consist primarily of property and equipment, deferred income tax assets, capitalized software, and amortizable intangible assets related to customer relationships, technology, and trade names with finite lives. Other long-lived assets are evaluated for impairment when impairment indicators are identified.
In the annual impairment analysis of goodwill, we compare the carrying value of our reporting units, including goodwill, to the estimated fair values of those reporting units as determined by a combination of the income approach, specifically discounting future projected cash flows, and the market approach, specifically the Guideline Public Company Method, as described in more detail in Note 1, "Significant Accounting and Reporting Policies," of our accompanying consolidated financial statements in Item 8 of this Annual Report on Form 10-K. We perform an interim impairment analysis of goodwill when an event occurs or circumstances change between annual tests that would more likely than not reduce the fair value of the reporting unit below its carrying value. The estimated fair values of our reporting units are based upon certain assumptions made by us. The estimated fair values of our reporting units are reconciled to the Company's total market capitalization, including an estimated implied control premium, as determined by its stock price in order to assist in evaluating the reasonableness of the estimated fair values of each of the reporting units.
Goodwill impairment testing is performed on a reporting unit basis. If the fair value of the reporting unit exceeds its carrying value, including goodwill, goodwill is considered not impaired. If the carrying value of a reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The loss recognized cannot subsequently be reversed.
We have the option to perform a qualitative assessment of goodwill prior to completing the quantitative analysis described above to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value, including goodwill. If we conclude that this is the case, we perform the quantitative analysis discussed above.
In accordance with the accounting guidance, we performed a goodwill impairment assessment immediately before and after the January 1, 2022 change in operating segments, neither of which resulted in any additional impairment charges.
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During the second quarter of 2022, we identified a goodwill impairment indicator in our International Operations reporting unit as a result of lower operating results compared to forecast. We performed an interim quantitative goodwill impairment test and determined no goodwill impairment existed.
During the third quarter of 2022, we identified goodwill impairment indicators in our International Operations reporting unit and Crawford Legal Services reporting unit, which are reflected in our International Operations reportable segment, as a result of a reduction in forecasted revenue and earnings, higher interest rates, and a lower Crawford & Company stock price. We also identified goodwill impairment indicators in our North America Loss Adjusting and Platform Solutions reportable segments related to the edjuster Inc. and Praxis Consulting reporting units, respectively, as these reporting units had minimal historical excesses of fair values over their carrying values due to being recent acquisitions, given higher interest rates and a lower Crawford & Company stock price. As a result of these indicators, the Company performed an interim quantitative goodwill impairment test as of August 31, 2022 and recognized a pretax goodwill impairment of $36.8 million. The goodwill impairment charge reduce the carrying value of goodwill in the Company's edjuster Inc. and Praxis Consulting reporting units by $3.4 million and $10.7 million, respectively. Goodwill related to the Company's International Operations and Crawford Legal Services reporting units were fully impaired with charges of $19.6 million and $3.2 million, respectively.
The key assumptions used in estimating the fair value of our reporting units as of August 31, 2022 utilizing the income approach include the discount rate and the terminal growth rate. The discount rates utilized in estimating the fair value of our reporting units as of August 31, 2022 range between 15.5% and 18.0%, reflecting the assessment of a market participant's view of the risks associated with the projected cash flows. The terminal growth rate used in the analysis was 2.0%. The assumptions used in estimating the fair values are based on currently available data and management's best estimates of revenues, EBITDA margins, and cash flows and, accordingly, a change in market conditions or other factors could have a material effect on the estimated values. There are inherent uncertainties related to the assumptions used and to management's application of these assumptions.
During the fourth quarter of 2022, we elected to perform a qualitative assessment of goodwill considering the most recent quantitative assessment performed as of August 31, 2022. Based on the qualitative assessment, no events or circumstances were identified that indicated it was more likely than not that the carrying values of the reporting units exceeded their fair values.
During 2021, we performed our annual goodwill impairment testing. The estimated fair value of each reporting unit tested exceeded its carrying value.
During the first quarter of 2020, we identified a goodwill impairment indicator in our former Crawford Claims Solutions reporting unit as a result of lower operating results and the overall decline in market conditions as a result of the COVID-19 pandemic. As a result, we recognized a goodwill impairment of $17.7 million, reducing the goodwill carrying value of the former Crawford Claims Solutions reporting unit to $0 as of March 31, 2020.
The indefinite-lived intangible assets with carrying values of $30.5 million at December 31, 2022 are also evaluated for potential impairment on an annual basis or when indicators of potential impairment are identified. The indefinite-lived intangible asset impairment test involves estimating the fair value using an internally prepared discounted cash flow analysis. The fair values of the Company's trade names are established using the relief-from-royalty method, a form of the income approach. This method recognizes that, by virtue of owning the trade name as opposed to licensing it, a company or reporting unit is relieved from paying a royalty, usually expressed as a percentage of net sales, for the asset's use. The present value of the after-tax costs savings (i.e., royalty relief) at an appropriate discount rate including a tax amortization benefit indicates the value of the trade name. We determined the discount rate based on our performance compared to similar market participants, factored by risk in forecasting using a modified capital asset pricing model.
The values of the trade names are sensitive to changes in the assumptions used above, however the estimated fair value of our material trade name exceeds its carrying value. We will continue to monitor the value of these trade names for potential indicators of impairment.
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Defined Benefit Pension Plans
We sponsor various defined benefit pension plans in the U.S. and U.K. that cover a substantial number of current and former employees in each location. Certain other employees located in the Netherlands, Norway, Germany, and the Philippines have retirement benefits that are accounted for as defined benefit pension plans under GAAP. We utilize the services of independent actuaries to help us estimate our pension obligations and measure pension costs. Our U.S. Qualified Plan was frozen on December 31, 2002. Our U.K. Plans were closed to new employees as of October 31, 1997, but existing participants may still accrue additional limited benefits based on salary levels existing at the close date. Benefits payable under our U.S. Qualified Plan are generally based on career compensation; however, no additional benefits accrue on our frozen U.S. Qualified Plan after December 31, 2002. Benefits payable under the U.K. Plans are generally based on an employee's salary at the time the applicable plan was closed. Our funding policy is to make cash contributions in amounts sufficient to maintain the plans on an actuarially sound basis, but not in excess of amounts deductible under applicable income tax regulations. Note 8, "Retirement Plans," of our accompanying consolidated financial statements included in Item 8 of this Annual Report on Form 10-K provides details about the assumptions used in determining the funded status of the plans, the unrecognized actuarial gain/(loss), the components of net periodic benefit cost, benefit payments expected to be made in the future and plan asset allocations.
Investment objectives for the Company's U.S. and U.K. pension plan assets are to:
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ensure availability of funds for payment of plan benefits as they become due;
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provide for a reasonable amount of long-term growth of capital, without undue exposure to volatility, and protect the assets from erosion of purchasing power; and
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provide investment results that meet or exceed the plans' actuarially assumed long-term rate of return.
The long-term goal for the U.S. and U.K. defined benefit pension plans is to reach fully-funded status and to maintain that status. The investment policies contemplate the plans' asset return requirements and risk tolerances changing over time. Accordingly, reallocation of the portfolios' mix of return-seeking assets and liability-hedging assets will be performed as the plans' funded status improves. In conjunction with our investment policies we have rebalanced the U.S. and U.K. defined benefit pension plans' target allocation mix from an equity-weighted to a fixed-income weighted investment strategy, as we have made cash contributions to the plan and the plans' funded status has improved.
The rules for pension accounting are complex and the assumptions used can produce volatility in our results, financial condition and liquidity. Our pension expense is primarily a function of the value of our plan assets and the discount rate used to measure our pension liability at a single point in time at the end of our fiscal year (the measurement date). Both of these factors are significantly influenced by the stock and bond markets, which are subject to volatility.
In addition to expense volatility, we are required to record mark-to-market adjustments to our balance sheet on an annual basis for the net funded status of our pension plans. These adjustments have fluctuated significantly over the past several years and, like our pension expense, are a result of the discount rate and value of our plan assets at each measurement date, as well as periodic changes to mortality tables used to estimate the life expectancy of plan participants. The funded status of our plans may also impact our liquidity, as changes to funding laws in the U.S. may require higher funding levels for our pension plans.
The principal assumptions used in accounting for our defined benefit pension plans are the discount rate, the expected long-term return on plan assets, and the mortality expectations for plan participants. The discount rate assumptions reflect the rates at which the benefit obligations could be effectively settled. Our discount rates were determined with the assistance of actuaries, who calculate the yield on a theoretical portfolio of high-grade corporate bonds (rated Aa or better) with cash flows that generally match our expected benefit payments in future years. At December 31, 2022, the discount rate used to compute the benefit obligations of the U.S. and U.K. defined benefit pension plans were 5.13% and 4.93%, respectively.
The estimated average rate of return on plan assets is a long-term, forward-looking assumption that also materially affects our pension cost. It is required to be the expected future long-term rate of earnings on plan assets. Our pension plan assets are invested primarily in collective funds. As part of our strategy to manage future pension costs and net funded status volatility, we have transitioned to a liability-driven investment strategy with a greater concentration of fixed-income securities as described above.
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Establishing the expected future rate of investment return on our pension assets is a judgmental matter. Management considers the following factors in determining this assumption:
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the duration of our pension plan liabilities, which drives the investment strategy we can employ with our pension plan assets;
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the types of investment classes in which we invest our pension plan assets and the expected return we can reasonably expect those investment classes to earn over time; and
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the investment returns we can reasonably expect our investment management program to achieve in excess of the returns we could expect if investments were made strictly in indexed funds.
We review the expected long-term rate of return on an annual basis and revise it as appropriate. To support our conclusions, we periodically commission asset/liability studies performed by third-party professional investment advisors and actuaries to assist us in our reviews. These studies project our estimated future pension payments and evaluate the efficiency of the allocation of our pension plan assets into various investment categories. These studies also generate probability-adjusted expected future returns on those assets. The expected long-term rates of return on plan assets assumption used to determine 2023 net periodic pension cost are estimated to be 6.20% and 5.40% for the U.S. and U.K. plans, respectively.
We review our employee demographic assumptions annually and update the assumptions as necessary. During 2022, we revised the mortality assumptions for the U.S. plans to incorporate the new mortality tables issued by the Society of Actuaries, adjusted to reflect Company-specific experience and future expectations. This resulted in a $1.4 million decrease in the projected benefit obligation for the U.S. plans.
Pension expense is also affected by the accounting policy used to determine the value of plan assets at the measurement date. We apply our expected return on plan assets using fair market value as of the annual measurement date. The fair market value method results in greater volatility to our pension expense than the calculated value method. The amounts recognized in the balance sheet reflect a snapshot of the state of our long-term pension liabilities at the plan measurement date and the effect of mark-to-market accounting on plan assets. At December 31, 2022, we recorded a decrease to equity through other comprehensive income ("OCI") of $11.7 million (net of tax at the applicable jurisdictional rate) to reflect unrealized actuarial losses during 2022. At December 31, 2021, we recorded an increase to equity through OCI of $1.6 million (net of tax at the applicable jurisdictional rate) to reflect unrealized actuarial gains during 2021. Those changes are subject to amortization over future years and may be reflected in future income statements.
Cumulative unrecognized actuarial losses for all plans were $256.7 million through December 31, 2022, compared with $251.6 million through December 31, 2021. These unrecognized losses reflect changes in the discount rates, differences between expected and actual asset returns, and changes to mortality expectations for plan participants, which are being amortized over future periods. These unrecognized losses may be recovered in future periods through actuarial gains. However, unless the minimum amount required to be amortized is below a corridor amount equal to 10.0% of the greater of the projected benefit obligation or the market-related value of plan assets, these unrecognized actuarial losses are required to be amortized and recognized in future periods. For example, projected pension plan expense includes $11.8 million of amortization of these actuarial losses in 2023 versus $10.2 million in 2022 and $10.5 million in 2021.
Net periodic pension expense for our defined benefit pension plans is sensitive to changes in the underlying assumptions for the expected rates of return on plan assets and the discount rates used to determine the present value of projected benefits payable under the plans. If our assumptions for the expected returns on plan assets of our U.S. and U.K. defined benefit pension plans changed by 0.50%, representing either an increase or decrease in expected returns, the impact to 2022 consolidated pretax income would have been approximately $3.2 million. If our assumptions for the discount rates used to determine the present value of projected benefits payable under the plans changed by 0.25%, representing either an increase or decrease in interest rates used to value pension plan liabilities, holding all other assumptions constant, the projected benefit obligations of our U.S. and U.K. defined benefit pension plans would have changed by approximately $10.6 million, and the impact to 2022 consolidated pretax income would have been approximately $0.2 million. Net periodic pension expense is also sensitive to mortality assumptions. If the life expectancy of pension plan participants in our U.S. Qualified Plan was to increase by one year compared to current assumptions, our pension obligations would have changed by $10.0 million and our annual pension cost would have changed by $0.7 million, respectively. If the life expectancy of pension plan participants in our U.K. Plans was to increase by one year compared to current assumptions, our pension obligations would have changed by $5.8 million and our annual pension cost would have changed by $0.6 million, respectively.
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We estimate the service and interest components of net periodic benefit cost for U.S. and international pension and other postretirement benefits. This approach discounts the individual expected cash flows underlying the service cost and interest cost using the applicable spot rates derived from the yield curve used to discount the cash flows used to measure the benefit obligation. For the pension plans, the weighted average spot rates used to determine interest costs were 5.05% for the Company’s U.S. plan and 5.06% for the U.K. plans.
Income Taxes
We account for certain income and expense items differently for financial reporting and income tax purposes. Provisions for deferred taxes are made in recognition of these temporary differences. The most significant differences relate to accrued compensation and pensions, depreciation and amortization.
For financial reporting purposes in accordance with the liability method of accounting for income taxes, the provision for income taxes is the sum of income taxes both currently payable and deferred. Currently payable income taxes represent the liability related to our income tax returns for the current year, while the net deferred tax expense or benefit represents the change in the balance of deferred tax assets or liabilities as reported on our consolidated balance sheets that are not related to balances in "Accumulated other comprehensive loss." The changes in deferred tax assets and liabilities are determined based upon changes between the basis of assets and liabilities for financial reporting purposes and the basis of assets and liabilities for income tax purposes, multiplied by the enacted statutory tax rates for the year in which we estimate these differences will reverse. We must estimate the timing of the reversal of temporary differences, as well as whether taxable income in future periods will be sufficient to fully recognize any gross deferred tax assets.
Other factors which influence our effective tax rate used for financial reporting purposes include changes in enacted statutory tax rates, changes in tax law or policy, changes in the composition of taxable income from the countries in which we operate, our ability to utilize net operating loss and tax credit carryforwards, and changes in unrecognized tax benefits.
Our effective tax rate, defined as our provision for income taxes divided by income before income taxes, for financial reporting purposes in 2022, 2021, and 2020 was 467.2%, 30.4%, and 30.7%, respectively. If our effective tax rate used for financial reporting purposes changed by 1.0%, we would have recognized an increase or decrease to income taxes of approximately $0.1 million, $0.4 million and $0.4 million for the years ended December 31, 2022, 2021, and 2020, respectively. Our effective tax rate for financial reporting purposes is expected to range between 33% and 35% in 2023 before considering any unknown discrete items and assuming no changes in tax law or policy in the material jurisdictions in which we operate.
It is possible that future changes in the tax laws of jurisdictions in which we operate, including but not limited to changes in tax law or policy, could have a significant impact on U.S.-based multinational companies such as our Company. At this time, we cannot predict the likelihood or details of any such changes or their specific potential impact on our Company.
Our most significant deferred tax assets are related to the unfunded liability of our defined benefit pension plans and net operating loss ("NOL") carryforwards. The tax deduction for defined benefit pension plans generally occurs upon funding of plan liabilities. Assuming that the estimated minimum funding requirements for the defined benefit pension plans and the income projections are met, the deferred tax asset should be realized.
In accordance with GAAP, we have considered the four possible sources of taxable income that may be available to realize a tax benefit for deductible temporary differences and carryforwards and have a $25.5 million valuation allowance on certain net operating loss and tax credit carryforwards in our international and domestic operations. For our remaining deferred tax assets, we believe that it is more likely than not that we will realize these assets based on our forecast of future taxable income and tax planning strategies that are available to the Company. Future changes in the valuation allowance, if required, should not affect our liquidity or our compliance with any existing debt covenants.
The NOL carryforwards for which a valuation allowance is not recorded primarily consists of $3.3 million of state NOL carryforwards generated by our domestic companies.
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In order to fully utilize state NOL carryforwards, our domestic operations must generate taxable income prior to the expiration of the carryforwards. After consideration of the four sources of taxable income, we concluded that it was more likely than not that the Company should be able to utilize its state NOL carryforwards in the majority of jurisdictions before expiration. However, there were certain filing groups and jurisdictions that the Company does not expect to fully utilize its state NOL carryforwards before expiration. For those jurisdictions, we concluded that it was not more likely than not that the Company should be able to utilize its state NOL carryforwards and a valuation allowance was recorded. The valuation allowance against state NOL carryforwards was $0.5 million and $0.4 million for the periods ended December 31, 2022 and 2021, respectively.
In order to fully utilize these U.K. NOL carryforwards, our U.K. operations must generate taxable income. In the U.K., NOL carryforwards have an unlimited life. Based on our evaluation of sources of taxable income, we concluded that it is not more likely than not that we will utilize the U.K. NOL carryforwards in the foreseeable future. During 2022 we established a valuation allowance of $14.9 million against unvalued U.K. NOL carryforwards, for a full valuation allowance of $15.9 million against U.K. NOL carryforwards.
The remaining NOL carryforwards were generated by certain foreign jurisdictions and are generally offset by full valuation allowances.
Self-Insured Risks
We self-insure certain insurable risks consisting primarily of professional liability, auto liability, employee medical, disability, and workers' compensation. Insurance coverage is obtained for catastrophic property and casualty exposures, including professional liability on a claims-made basis, and those risks required to be insured by law or contract. Most of these self-insured risks are in the U.S. Provisions for claims incurred under self-insured programs are made based on our estimates of the aggregate liabilities for claims incurred, including estimated legal fees, losses that have occurred but have not been reported to us, and the adverse developments on reported losses. These estimated liabilities are calculated based on historical claim payment experience, the expected life of the claims, and other factors considered relevant to the claims. The liabilities for claims incurred under our self-insured workers' compensation and employee disability programs are discounted at the prevailing risk-free rate for government issues of an appropriate duration. All other self-insured liabilities are undiscounted. Each quarter we evaluate the adequacy of the assumptions used in developing these estimated liabilities and make adjustments as necessary. Changes in estimates are recognized in the period in which they are determined. Historically, our estimates have been materially accurate.
As of December 31, 2022 and 2021, our estimated liabilities for self-insured risks totaled $24.3 million and $26.2 million, respectively. The estimated liability is most sensitive to changes in the ultimate liability for a claim and, if applicable, the interest rate used to discount the liability. We believe our provisions for self-insured losses are adequate to cover the expected cost of losses incurred. However, these provisions are estimates and amounts ultimately settled may be significantly greater or less than the provisions established. We used a discount rate of 4.06% to determine the present value of our self-insured workers' compensation liabilities as of December 31, 2022. If the average discount rate was decreased or increased by 1.0%, reflecting either an increase or decrease in underlying interest rates, our estimated liabilities for these self-insured risks at December 31, 2022 would have been impacted by approximately $0.4 million, resulting in an equivalent increase or decrease to 2022 consolidated pretax income.
Business Combinations
The assets acquired and liabilities assumed in a business combination, including identifiable intangible assets, are recorded at their estimated fair values as of the acquisition date. Goodwill is recorded as the excess of the fair value of consideration transferred, including any contingent consideration, over the fair value of the net assets acquired. We estimate the fair values of identifiable intangible assets, including customer relationships, tradenames, and developed technology, on valuations that require management to make significant judgments, estimates, and assumptions, such as the expected future cash flows to be derived from the intangible assets based on projected revenues, EBITDA, customer attribution rates, and royalty rates. Additionally, we make assumptions related to discount rates that reflect the risk factors associated with future cash flows, and estimates of useful lives.
We measure and recognize contingent consideration at fair value as of the acquisition date based on a Monte Carlo simulation model. These fair value measurements require the use of significant judgments, estimates, and assumptions, including projected financial results such as projected revenues and EBITDA, discount rates, and volatility during the contingent consideration earnout period. The fair value of the contingent consideration is reassessed quarterly based on assumptions used in our latest financial projections and input from management, with any change in the fair value estimate recorded in earnings in that period. Increases or decreases in the fair value of contingent consideration liabilities resulting from changes in the estimates or assumptions could materially impact the financial statements. See Note 3 “Business Acquisitions and Dispositions” of our accompanying consolidated financial statements for additional information on our acquisitions and Note 12 “Fair Value Measurements” of our accompanying consolidated financial statements for additional information on our contingent consideration liabilities.
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New Accounting Standards
See Note 1, "Significant Accounting and Reporting Policies," of our accompanying consolidated financial statements in Item 8 of this Annual Report on Form 10-K for a description of recent accounting pronouncements including the dates, or expected dates of adoption, and effects, or expected effects, on our disclosures, results of operations, financial condition and cash flows.