Crawford & Co: Form 10-Q for the period ended Jun 30, 2025

Cautionary Statement Concerning Forward-Looking Statements

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

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

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

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

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

Results of Operations

Consolidated revenues before reimbursements increased $8.8 million, or 2.8%, for the three months ended June 30, 2025, compared with the same period of 2024. This increase was due to increases in our North America Loss Adjusting, International Operations and Broadspire operating segments. Changes in foreign exchange rates decreased our consolidated revenues before reimbursements by $0.5 million, or (0.2)%, for the three months ended June 30, 2025 and $5.0 million, or (0.8)%, for the six months ended June 30, 2025, as compared with the prior year periods. To illustrate this impact, segment revenues are presented below, using a constant exchange rate, for the three and six months ended June 30, 2025.

(in thousands, except percentages)

(in thousands, except percentages)

Excluding foreign currency impacts, consolidated revenues before reimbursements increased $9.3 million, or 3.0%, for the three months ended June 30, 2025, and increased $24.1 million, or 3.9%, for the six months ended June 30, 2025 compared with the same periods of 2024. Revenues from the North America Loss Adjusting segment increased in the 2025 second quarter and year-to-date periods primarily due to revenue growth in U.S. Global Technical Services and the addition of the inspection services business transferred from the Platforms Solutions segment, partially offset by a decline in U.S. Field Operations revenues. Excluding foreign currency impacts, revenues from the International Operations segment increased in the 2025 second quarter and year-to-date periods in all geographic regions. Revenues from the Broadspire segment increased for the quarter and year-to-date periods due to an increase in Claims and Medical Management revenues. Revenues from the Platform Solutions segment decreased in the second quarter and year-to-date periods due to decreases in revenues from weather-related activity and staff augmentation services and a reduction in inspection services cases due to the transfer of this business to the North America Loss Adjusting segment.

Overall, there was a decrease in cases received of (3.7)% for the three months ended June 30, 2025 and a decrease of (4.6)% for the six months ended June 30, 2025. Within our North America Loss Adjusting segment, cases increased for the 2025 second quarter and year-to-date periods as a result of an increase in low value inspection services cases transferred from our Platforms Solutions group with minimal revenues. Cases within our International Operations segment declined for the second quarter and year-to-date periods, primarily due to decreases in the U.K. and Latin America, due to decreases in high-frequency, low-severity cases. In addition, cases within our International Operations segment declined for the year-to date period due to decreases in Australia due to higher weather-related activity in the prior year period. There was an increase in cases within our Broadspire segment for the second quarter and year-to-date periods primarily due to an increase in new disability clients within Claims Management. Within our Platform Solutions segment, the decreases for the second quarter and year-to-date periods were primarily related to the transfer of low value inspection services to North America Loss Adjusting, as well as a decrease in Contractor Connection cases.

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

(whole numbers, except percentages)

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

(in thousands)

(in thousands)

Costs of services provided, before reimbursements, increased $2.5 million, or 1.1%, for the three months ended June 30, 2025, and increased $10.0 million, or 2.3%, for the six months ended June 30, 2025, as compared to the 2024 periods. As a percentage of revenues before reimbursements, costs of services increased consistent with the increase in revenues. The increase was primarily due to an increase in compensation expense in all segments other than Platform Solutions, which had a reduction of employees performing low value inspection services as well as a reduction in staff augmentation services.

Selling, general, and administrative ("SG&A") expenses increased $6.1 million, or 8.4%, in the three months ended June 30, 2025 as compared with the 2024 period. The increase was primarily due to a one-time indirect tax expense of $3.1 million, IT costs, and an increase in administrative compensation expenses. SG&A expenses increased $3.3 million, or 2.2%, in the six months ended June 30, 2025 as compared with the 2024 period, primarily due to the one-time indirect tax expense.

Operating Earnings of our Operating Segments

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

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

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

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

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

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

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

Segment Revenues

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

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

Segment Expenses

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

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

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

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

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

Segment Performance Indicators

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

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

(in thousands, except percentages)

34

NORTH AMERICA LOSS ADJUSTING SEGMENT

Operating earnings in our North America Loss Adjusting segment totaled $4.6 million, or 5.9% of revenues before reimbursements, for the three months ended June 30, 2025, compared with 2024 operating earnings of $4.9 million, or 6.4% of revenues before reimbursements. For the six months ended June 30, 2025, our North American Loss Adjusting segment reported operating earnings of $10.1 million, or 6.4% of revenues before reimbursements, compared with 2024 operating earnings of $9.4 million, or 6.1% of revenues before reimbursements. The decrease in operating earnings in the 2025 second quarter was driven by decreased revenue in U.S. Field Operations and an increase in data processing and software costs, partially offset by revenue growth and improved efficiencies in U.S. Global Technical Services, attributable to new client additions and expansion with existing accounts and improved profitability in Canada. The increase in year-to-date operating earnings was due to revenue growth and improved efficiencies in U.S. Global Technical Services, attributable to new client additions and expansion with existing accounts.

Excluding centralized indirect support costs, gross profit decreased from $14.6 million, or 19.1% of revenues before reimbursements in 2024, to $14.2 million, or 18.2% of revenues before reimbursements, in the three months ended June 30, 2025, primarily due to decreased revenues in U.S. Field Operations, partially offset by revenue growth and improved efficiencies in U.S. Global Technical Services. For the six months ended June 30, 2025, gross profit increased from $29.1 million or 19.0% of revenues before reimbursements in 2024 to $30.1 million, or 19.1% of revenues before reimbursements, due primarily to revenue growth in U.S. Global Technical Services.

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

35

Revenues before Reimbursements

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

(in thousands, except percentages)

(in thousands, except percentages)

Revenues before reimbursements from our North America Loss Adjusting segment totaled $78.1 million in the three months ended June 30, 2025, compared with $76.0 million in the 2024 period. The change in exchange rates decreased our North America Loss Adjusting segment revenues by approximately (0.3)%, or $(0.3) million, for the three months ended June 30, 2025 as compared with the 2024 period. Absent foreign exchange rate fluctuations, North America Loss Adjusting segment revenues would have been $78.3 million for the three months ended June 30, 2025. There was an increase in segment unit volume, measured principally by cases received, of 42.2% for the three months ended June 30, 2025, compared with the 2024 period. This includes an increase in low value inspection services cases, previously handled within Platform Solutions, of 24,100 or 40.5%. Changes in product mix and in the rates charged for those services accounted for a 1.3% revenue increase for the three months ended June 30, 2025 compared with the same period in 2024, due to increases in pricing and average fee per case.

Revenues before reimbursements from our North America Loss Adjusting segment totaled $157.8 million in the six months ended June 30, 2025, compared with $153.4 million in the 2024 period. The change in exchange rates decreased our North America Loss Adjusting segment revenues by approximately (1.1)%, or $(1.7) million, for the six months ended June 30, 2025 as compared with the 2024 period. Absent foreign exchange rate fluctuations, North America Loss Adjusting segment revenues would have been $159.5 million for the six months ended June 30, 2025. There was an increase in segment unit volume, measured principally by cases received, of 43.2% for the six months ended June 30, 2025, compared with the 2024 period. This includes an increase in low value inspection services cases, previously handled within Platform Solutions, of 55,900 or 46.0% and an increase in higher value U.S. Global Technical Services cases which contributed to a 2.5% increase in revenues before reimbursements. Changes in product mix and in the rates charged for those services accounted for a 4.3% revenue increase for the six months ended June 30, 2025 compared with the same period in 2024, due to increases in pricing and average fee per case.

Revenues grew in the U.S. and Canada, based on constant foreign exchange rates, for the second quarter and year-to-date periods. The increase in revenues within the U.S. for the second quarter and year-to-date period was primarily due growth in U.S. Global Technical Services due to increased business from new and existing clients, as well as the transfer of the inspection services business from Platform Solutions, which contributed $1.2 million and $2.6 million to the increase in 2025 second quarter and year-to-date revenues, respectively. The increase in Canada, was primarily due to claims related to an ice storm that occurred in the second quarter.

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

Reimbursed Expenses included in Total Revenues

Reimbursements for out-of-pocket expenses incurred in our North America Loss Adjusting segment, which are included in total Company revenues, were $2.2 million and $2.3 million for the three months ended June 30, 2025 and 2024, respectively. Reimbursements were $4.5 million and $4.3 million for the six months ended June 30, 2025 and 2024, respectively.

Case Volume Analysis

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

(whole numbers, except percentages)

Overall, there was an increase in cases of 42.2% in the three months ended June 30, 2025, compared to the same period in 2024. The increase in U.S. case volumes in the 2025 second quarter was primarily due to the increase in low value inspection services of 24,100 cases, transferred from Platform Solutions. There was an increase in cases in Canada in the 2025 second quarter primarily due to an increase in high-frequency, low-severity cases within Contractor Connection as a result of winter storms in 2025, as compared with the 2024 period.

There was an increase in cases of 43.2% in the six months ended June 30, 2025, compared to the same period in 2024. The increase in U.S. case volumes in the 2025 year-to-date period was primarily due to the increase in low value inspection services of 55,900 cases, transferred from Platform Solutions.

Direct Compensation, Fringe Benefits & Non-Employee Labor

The most significant expense in our North America Loss Adjusting segment is the compensation of employees, including related payroll taxes and fringe benefits, and the payments to outsourced service providers that augment the functions performed by our employees. As a percentage of revenues before reimbursements, these expenses were 70.2% for the three months ended June 30, 2025 compared with 72.0% for the 2024 period. For the six months ended June 30, 2025, these expenses were 70.2% compared with 71.8% for the 2024 period. The total dollar amount of these expenses increased to $54.8 million for the three months ended June 30, 2025 from $54.7 million for the comparable 2024 period, and were $110.9 million for the six months ended June 30, 2025, increasing from $110.2 million in 2024. The decrease in the percentage of revenues before reimbursements is due to improved staff utilization in U.S. Global Technical Services and Canada Loss Adjusting, compared to each of the 2024 periods. There was an average of 2,066 full-time equivalent employees in this segment in the six months ended June 30, 2025 compared with an average of 2,029 in the 2024 period.

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

North America Loss Adjusting expenses other than reimbursements, direct compensation, fringe benefits, and non-employee labor were $18.6 million for the three months ended June 30, 2025 compared with $16.4 million for the 2024 period. As a percentage of revenues before reimbursements, these expenses were 23.9% for the three months ended June 30, 2025 compared with 21.6% for the 2024 period. For the six months ended June 30, 2025, these expenses were $36.9 million, compared with $33.9 million for the 2024 period. As a percentage of revenues before reimbursements, these expenses were 23.4% for the six months ended June 30, 2025 compared with 22.1% for the 2024 period. The increases in the 2025 second quarter and year-to-date expenses and as a percentage of revenues before reimbursements were due to an increase in data processing costs and software costs as compared to the 2024 periods.

INTERNATIONAL OPERATIONS SEGMENT

Operating earnings in our International Operations segment were $7.6 million, or 7.0% of revenues before reimbursements, for the three months ended June 30, 2025, compared with $5.7 million, or 5.6% of revenues before reimbursements, in the 2024 period. For the six months ended June 30, 2025, our International Operations segment reported operating earnings of $11.1 million, or 5.2% of revenues before reimbursements, compared with operating earnings in 2024 of $7.4 million, or 3.7% of revenues before reimbursements. The increases in operating earnings for the three and six months ended June 30, 2025 over the comparable 2024 periods was primarily due to improved operating results in the U.K. and Asia, partially offset by an increase in centralized indirect support costs.

Excluding centralized indirect support costs, gross profit increased from $19.2 million, or 18.8% of revenues before reimbursements in 2024, to $23.2 million, or 21.2% of revenues before reimbursements, in the three months ended June 30, 2025. For the six months ended June 30, 2025, gross profit increased from $35.2 million, or 17.6% of revenues before reimbursements in 2024, to $42.1 million, or 19.7% of revenues before reimbursements. The increase in gross profit for the three and six months ended June 30, 2025 over the comparable 2024 periods was primarily due to improved operating results in the U.K. and Asia during each period.

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

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Revenues before Reimbursements

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

(in thousands, except percentages)

(in thousands, except percentages)

Revenues before reimbursements from our International Operations segment totaled $109.1 million in the three months ended June 30, 2025, compared with $102.3 million in the 2024 period. Absent foreign exchange fluctuations, each geographic region increased in revenues for the quarter. The change in exchange rates decreased our International Operations segment revenues by approximately (0.3)%, or $(0.3) million, for the three months ended June 30, 2025 as compared with the 2024 period. Absent foreign exchange rate fluctuations, International Operations segment revenues would have been $109.3 million for the three months ended June 30, 2025. There was a decrease in segment unit volume, measured principally by cases received, of (8.8)% for the three months ended June 30, 2025, compared with the 2024 period. There was a decrease in high-frequency, low-severity cases of (17,100), or (14.1)%, primarily in Brazil and in the U.K. There was also an increase in higher-value third-party administration claims in the U.K, which led to a 3.5% increase in revenue for the three months ended June 30, 2025, compared with the 2024 period. Revenues decreased $(3.0) million or (2.9)%, related to prior year severe storms in Australia for which cases were recorded in the prior year first quarter. Changes in product mix and in the rates charged for those services accounted for a 1.0% revenue increase for the three months ended June 30, 2025 compared with the same period in 2024.

Revenues before reimbursements from our International Operations segment totaled $213.5 million in the six months ended June 30, 2025, compared with $200.4 million in the 2024 period. Absent foreign exchange fluctuations, each geographic region increased in revenues for the year-to-date period. The change in exchange rates decreased our International Operations segment revenues by approximately (1.7)%, or $(3.3) million, for the six months ended June 30, 2025 as compared with 2024. Absent foreign exchange rate fluctuations, International Operations segment revenues would have been $216.7 million for the six months ended June 30, 2025. There was a decrease in segment unit volume, measured principally by cases received, of (11.3)% for the six months ended June 30, 2025, compared with the 2024 period. There was a decrease in high-frequency, low-severity cases of (29,500), or (11.5%), primarily in Brazil and the U.K. There was also an increase in higher-value third-party administration claims in the U.K, which led to a 4.6% increase in revenue for the six months ended June 30, 2025, compared with the 2024 period. Changes in product mix and in the rates charged for those services accounted for a 3.4% revenue increase for the six months ended June 30, 2025 compared with the same period in 2024.

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

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

Reimbursed Expenses included in Total Revenues

Reimbursements for out-of-pocket expenses incurred in our International Operations segment, which are included in total Company revenues, were $8.5 million and $8.7 million for the three months ended June 30, 2025 and 2024, respectively. Reimbursements were $16.4 million and $17.2 million for the six months ended June 30, 2025 and 2024, respectively.

Case Volume Analysis

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

(whole numbers, except percentages)

Overall, there was a decrease in cases received of (8.8)% for the three months ended June 30, 2025, compared with the 2024 period. There was a decrease in the U.K. in the second quarter due to decreases in high-frequency, low-severity cases in third party administration. The decrease in Europe was primarily due to decreases in high-frequency, low-severity cases in third party administration within Germany. Cases increased in Australia due to an increase in high-frequency, low-severity cases. The increase in cases received in Asia was due to an increase in cases in Thailand and Singapore. Latin America experienced a decrease in high-frequency, low-value cases received in Brazil.

There was a decrease in cases received of (11.3)% for the six months ended June 30, 2025, compared with the 2024 period. There was a decrease in cases in the U.K., due to decreases in high-frequency, low-severity cases in third party administration. Cases increased in Europe due to an increase in claims in Spain. Australia decreased primarily due to higher weather-related activity in the prior year. The increase in cases received in Asia was due to an increase in cases in Thailand and Singapore. Latin America experienced a decrease in high-frequency, low-value cases received in Brazil.

Direct Compensation, Fringe Benefits & Non-Employee Labor

The most significant expense in our International Operations segment is the compensation of employees, including related payroll taxes and fringe benefits, and the payments to outsourced service providers that augment the functions performed by our employees. As a percentage of revenues before reimbursements, these expenses were 66.3% for the three months ended June 30, 2025 compared with 64.6% for the 2024 period. The total dollar amount of these expenses was $72.3 million for the three months ended June 30, 2025, compared to $66.0 million for the 2024 period. For the six months ended June 30, 2025, these expenses were 66.9%, compared with 65.4% in 2024, and were $142.9 million for the six months ended June 30, 2025 compared to $131.0 million in 2024. The increase in cost and as a percentage of revenues before reimbursements for the periods was due to an increase in compensation expense, related to the increase in revenues, including incentive compensation, and an increase in non-employee labor. There was an average of 3,531 full-time equivalent employees in this segment in the six months ended June 30, 2025, compared with an average of 3,623 in the 2024 period.

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

International Operations expenses other than reimbursements, direct compensation, fringe benefits, and non-employee labor were $29.1 million for the three months ended June 30, 2025 compared with $30.5 million for the 2024 period. As a percentage of revenues before reimbursements, these expenses were 26.7% for the three months ended June 30, 2025 compared with 29.9% for the 2024 period. For the six months ended June 30, 2025, these expenses were $59.5 million, compared with $62.0 million for the 2024 period. As a percentage of revenues before reimbursements, these expenses were 27.9% for the six months ended June 30, 2025, compared with 30.9% for the 2024 period. The decrease in the expense and as a percentage of revenues before reimbursements for the 2025 second quarter was due to a reduction in professional and legal fees, partially offset by an increase in centralized indirect support costs. The year-to-date period decrease was due to a reduction in professional and legal fees as well as an insurance recovery, partially offset by an increase in centralized indirect support costs.

BROADSPIRE SEGMENT

Our Broadspire segment reported operating earnings of $13.7 million, or 13.6% of revenues before reimbursements, for the three months ended June 30, 2025 as compared with $15.1 million, or 15.5% of revenues before reimbursements, for the second quarter of 2024. For the six months ended June 30, 2025, our Broadspire segment reported operating earnings of $25.9 million, or 13.1% of revenues before reimbursements, compared with 2024 operating earnings of $27.9 million, or 14.6% of revenues before reimbursements. The decrease in the 2025 second quarter and year-to-date periods was primarily due to an increase in cost of risk and centralized indirect support costs.

Excluding centralized indirect support costs, second quarter gross profit decreased slightly from $26.3 million, or 27.1% of revenues before reimbursements in 2024, to $26.2 million, or 26.1% of revenues before reimbursements in 2025. For the six months ended June 30, 2024, gross profit increased from $50.6 million, or 26.5% of revenues before reimbursements in 2024, to $50.7 million, or 25.7% of revenues before reimbursements. This decrease in gross profit as a percent of revenues before reimbursements for the 2025 second quarter and year-to-date periods was due to higher cost of risk and professional fees.

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

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Revenues before Reimbursements

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

(in thousands, except percentages)

(in thousands, except percentages)

Revenues before reimbursements from our Broadspire segment totaled $100.6 million in the three months ended June 30, 2025 compared with $97.1 million in the 2024 period. This increase was primarily due to an increase in pricing in both service lines and a rise in cases in Claims Management. There was an increase in segment unit volume, measured principally by cases received, of 1.5% for the three months ended June 30, 2025 compared with the same period of 2024. This was primarily due to an increase in new disability clients within our Claims Management service line. Revenues were negatively impacted by a $(0.9 million) decrease in revenues within our Claims Management service line related to income earned which offsets the costs of managing the funds maintained to administer claims for our customers, for which no cases are received, or (0.9)% decrease in revenues. There was also a $1.2 million increase in revenues within our Medical Management service line for which no cases are received, or a 1.2% increase in revenues. Changes in product mix and in the rates charged for those services accounted for a 1.8% revenue increase for the 2025 second quarter compared with the 2024 period.

For the six months ended June 30, 2025, revenues before reimbursements from our Broadspire segment totaled $197.0 million compared with $191.4 million in the 2024 period. This increase was primarily due to an increase in pricing in both service lines and a rise in cases in Claims Management. There was an increase in segment unit volume, measured principally by cases received, of 1.4% for the six months ended June 30, 2025 compared with the same period of 2024. This was primarily due to an increase in new disability clients within our Claims Management service line. Revenues were negatively impacted by a $(1.5 million) decrease in revenues within our Claims Management service line related to income earned which offsets the costs of managing the funds maintained to administer claims for our customers, for which no cases are received, or (0.8)% decrease in revenues. There was also a $2.3 million increase in revenues within our Medical Management service line for which no cases are received, or 1.2% of the increase in revenues. Changes in product mix and in the rates charged for those services accounted for a 1.1% revenue increase for the 2025 six-month period compared with the 2024 period.

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

Reimbursed Expenses included in Total Revenues

Reimbursements for out-of-pocket expenses incurred in our Broadspire segment were $0.7 million and $1.0 million for the three months ended June 30, 2025 and 2024, respectively. Reimbursements were $1.5 million and $1.9 million for the six months ended June 30, 2025 and 2024, respectively.

Case Volume Analysis

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

(whole numbers, except percentages)

Overall case volumes increased 1.5% and 1.4% for the three and six months ended June 30, 2025, respectively, due primarily to an increase in new disability clients within our Claims Management service line.

Direct Compensation, Fringe Benefits & Non-Employee Labor

The most significant expense in our Broadspire segment is the compensation of employees, including related payroll taxes and fringe benefits, and the payments to outsourced service providers that augment the functions performed by our employees. These expenses totaled $60.4 million for the three months ended June 30, 2025, compared to $58.2 million for the 2024 period. As a percent of the related revenues before reimbursements, these expenses increased slightly from 59.9% in the 2024 second quarter to 60.0% in 2025 second quarter. For the six months ended June 30, 2025, these expenses totaled $118.7 million, compared to $115.4 million in 2024. For the six months ended June 30, 2025, these expenses, as a percent of the related revenues before reimbursements, remained consistent with the 2024 period at 60.3%. The increase in cost in the second quarter and year-to-date periods was primarily due to increased employees, average wages, and incentive compensation, related to the increase in revenues. Average full-time equivalent employees in this segment totaled 2,783 in the six months ended June 30, 2025, compared with 2,674 in the 2024 period.

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

Broadspire segment expenses other than reimbursements, direct compensation, fringe benefits, and non-employee labor as a percent of revenues before reimbursements were 26.4% for the three months ended June 30, 2025, compared with 24.5% in the 2024 period. The amount of these expenses increased from $23.8 million for the three months ended June 30, 2024 to $26.6 million in 2025. For the six months ended June 30, 2025 and 2024, these expenses were $52.4 million and $48.1 million, respectively. As a percentage of revenues before reimbursements, these expenses were 26.6% for the six months ended June 30, 2025, compared with 25.1% for the 2024 period. The increase in the second quarter and year-to-date expenses and percentages of revenues before reimbursements was due to higher cost of risk expenses and indirect support costs.

PLATFORM SOLUTIONS SEGMENT

Our Platform Solutions segment reported operating earnings of $3.1 million for the three months ended June 30, 2025, compared with operating earnings of $1.5 million in the 2024 period. The segment operating margin increased from 3.8% for the three months ended June 30, 2024, to 8.9% in the comparable 2025 period. For the six months ended June 30, 2025, our Platform Solutions segment reported operating earnings of $6.1 million, or 9.1% of revenues before reimbursements, compared with 2024 operating earnings of $2.6 million, or 3.7% of revenues before reimbursements. The increase was due to a reduction in costs related to low value inspection services previously handled within our Networks service line, an increase in average rates within our Contractor Connection service line, lower compensation costs due to decreased staff augmentation revenues, and a decrease in centralized indirect support costs.

Excluding indirect support costs, gross profit in the second quarter increased from $7.3 million, or 18.8% of revenues before reimbursements in 2024, to $8.1 million, or 22.9% of revenues before reimbursements, in 2025. For the six months ended June 30, 2025, gross profit increased from $14.5 million, or 20.6% of revenues before reimbursements in 2024, to $15.9 million, or 23.8% of revenues before reimbursements in 2025. The increase was due to a reduction in costs related to low value inspection services previously handled within our Networks service line, an increase in average rates within our Contractor Connection service line, and lower compensation costs due to decreased staff augmentation revenues.

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

Revenues before Reimbursements

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

(in thousands, except percentages)

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(in thousands, except percentages)

Revenues before reimbursements from our Platform Solutions segment totaled $35.2 million in the three months ended June 30, 2025, compared with $38.8 million in the 2024 period. This decrease was primarily due to a decrease in staff augmentation services, as well as a reduction in low value inspection service cases. There was a decrease in segment unit volume, measured principally by cases received, of (42.0)%, for the three months ended June 30, 2025, compared with the 2024 period. This was primarily related to the transfer of low value inspection services cases from our Networks service line to North America Loss Adjusting, which resulted in (28,200), or (38.4%), fewer cases in the three months ended June 30, 2025, compared to 2024. There was a decrease in revenues from staff augmentation in our Networks service line which decreased revenues $(3.6) million, or (9.2)%, in the 2025 second quarter. Changes in product mix and in the rates charged for those services accounted for a 3.6% revenue increase for the 2025 three-month period compared with 2024.

For the six months ended June 30, 2025, revenues before reimbursements from our Platform Solutions segment totaled $66.8 million, compared with $70.7 million in the 2024 period. This decrease was primarily due to a decrease in staff augmentation services, as well as a reduction in low value inspection service cases. There was a decrease in segment unit volume, measured principally by cases received, of (43.3)%, compared with the 2024 period. This was primarily related to the transfer of low value inspection services cases from our Networks service line to North America Loss Adjusting, which resulted in (57,900), or (39.1%), fewer cases in the six months ended June 30, 2025, compared to 2024. There was a decrease in revenues from staff augmentation in our Networks service line which decreased revenues $(2.9) million, or (4.1)%, in the six months ended June 30, 2025, compared to 2024. Changes in product mix and in the rates charged for those services accounted for a 2.7% revenue increase for the 2025 six-month period compared with 2024.

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

Reimbursed Expenses included in Total Revenues

Reimbursements for out-of-pocket expenses incurred in our Platform Solutions segment were $0.3 million for the three months ended June 30, 2025 compared with $0.4 million in the 2024 period. Reimbursements were $0.5 million and $0.4 million for the six months ended June 30, 2025 and 2024, respectively.

Case Volume Analysis

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

(whole numbers, except percentages)

45

Overall case volumes were (42.0)% lower in the three months ended June 30, 2025 and (43.3)% lower in the six months ended June 30, 2025 compared with the 2024 periods, primarily due to the transfer to North America Loss Adjusting of low value inspection services cases from our Networks service line resulting in 28,200 and 57,900 fewer cases in the three and six months ended June 30, 2025, respectively, as compared to the 2024 periods. The decrease in cases in our Contractor Connection service line in the three and six months ended June 30, 2025, is due to reduced claims activity in the marketplace.

Direct Compensation, Fringe Benefits & Non-Employee Labor

Platform Solutions direct compensation, fringe benefits, and non-employee labor expenses as a percent of revenues before reimbursements were 54.2% in the 2025 second quarter compared with 60.3% in the 2024 quarter. For the six months ended June 30, 2025, these expenses were 55.7% compared with 59.9% in 2024. The dollar amount of these expenses was $19.1 million for the 2025 second quarter and $23.4 million in the 2024 quarter, and were $37.2 million for the six months ended June 30, 2025 compared to $42.3 million in 2024. The decrease in costs in each of the three and six months ended June 30, 2025 compared to the 2024 periods was due to lower compensation costs due to decreased staff augmentation revenues and the reduction of employees performing low value inspection services. There was an average of 764 full-time equivalent employees in the Platform Solutions segment in the 2025 year-to-date period, compared with an average of 898 for the 2024 period.

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

Expenses other than reimbursements, direct compensation, fringe benefits, and non-employee labor were 36.9% of Platform Solutions revenues before reimbursements for the three months ended June 30, 2025 compared with 35.9% for the period in 2024. For the six months ended June 30, 2025, these expenses were 35.3% compared with 36.5% in 2024. The dollar amount of these expenses was $13.0 million for the 2025 second quarter and $14.0 million in the 2024 quarter, and were $23.5 million for the six months ended June 30, 2025 compared to $25.8 million in 2024. The decrease in cost and as a percent of revenues before reimbursements for the second quarter and year-to-date periods is due to the reduction of costs related to low value inspection services and a reduction in centralized indirect support costs.

EXPENSES AND CREDITS EXCLUDED FROM SEGMENT OPERATING EARNINGS

Income Taxes

The Company's consolidated effective income tax rate may change periodically due to changes in enacted statutory tax rates, changes in tax law or policy, changes in the composition of taxable income from the countries in which it operates, the Company's ability to utilize net operating loss and tax credit carryforwards, and changes in unrecognized tax benefits. We estimate that our effective income tax rate for 2025 will be approximately 30% to 32% after considering known discrete items as of June 30, 2025.

The provision for income taxes on consolidated income before income taxes totaled $5.8 million and $4.5 million for the three months ended June 30, 2025 and 2024, respectively. The overall effective tax rate increased to 42.8% for the three months ended June 30, 2025 compared with 34.5% for the 2024 period primarily due to the one-time expense of $1.3 million relating to administrative guidance issued by a foreign tax authority, net of changes in valuation allowances in certain jurisdictions.

The provision for income taxes on consolidated income before income taxes totaled $8.3 million and $5.5 million for the six months ended June 30, 2025 and 2024, respectively. The overall effective tax rate increased to 36.4% for the six months ended June 30, 2025 compared with 32.9% for the 2024 period primarily due to the one-time expense of $1.3 million relating to administrative guidance issued by a foreign tax authority, net of changes in valuation allowances in certain jurisdictions.

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

Net Corporate Interest Expense

Net corporate interest expense consists of interest expense that we incur on our short- and long-term borrowings, partially offset by any interest income we earn on available cash balances and short-term investments. These amounts vary based on interest rates, borrowings outstanding and the amounts of invested cash. Corporate interest expense totaled $4.7 million and $5.1 million for the three months ended June 30, 2025 and 2024, respectively. Interest income was $0.8 million for each of the three months ended June 30, 2025 and 2024. Corporate interest expense totaled $9.4 million and $9.6 million for the six months ended June 30, 2025 and 2024, respectively. Interest income was $1.6 million and $1.7 million for the six months ended June 30, 2025 and 2024, respectively.

Stock Option Expense

Stock option expense, a component of stock-based compensation, is comprised of non-cash expenses related to stock options granted under our various stock option and employee stock purchase plans. Stock option expense is not allocated to our operating segments. Stock option expense totaled $0.2 million and $0.1 million for the three months ended June 30, 2025 and 2024, respectively. Stock option expense totaled $0.4 million and $0.3 million for the six months ended June 30, 2025 and 2024, respectively.

Amortization of Acquisition-Related Intangible Assets

Amortization of acquisition-related intangible assets represents the non-cash amortization expense for finite-lived customer-relationship and trade name intangible assets. Amortization expense associated with these intangible assets totaled $1.8 million and $1.9 million for the three months ended June 30, 2025 and 2024, respectively. Amortization expense associated with these intangible assets totaled $3.6 million for the six months ended June 30, 2025 and $3.7 million for the 2024 period. This amortization expense is included in "Selling, general, and administrative expenses" in our unaudited Condensed Consolidated Statements of Operations.

Unallocated Corporate and Shared Costs, Net

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

Unallocated corporate and shared costs were $7.0 million and $5.1 million for the three months ended June 30, 2025 and 2024, respectively. For the six months ended June 30, 2025 and 2024, unallocated corporate and shared costs were $13.2 million and $13.1 million, respectively. The increase in the 2025 second quarter was due to the one-time $3.1 million indirect tax expense and $0.6 million increase in self-insurance expense, partially offset by a $1.9 million decrease in professional fees. The increase for the six months ended June 30, 2025 was due to the one time indirect tax expense, largely offset by a decrease in professional fees.

Contingent Earnout Adjustments

Contingent earnout expense represents the fair value adjustment of earnout liabilities arising from recent acquisitions. This resulted in expense of $0.1 million and $0.4 million for the three and six months ended June 30, 2025, compared to expense of $0.4 million and $0.6 million for the three and six months ended June 30, 2024. The fair value adjustments are based on changes to projections of acquired entities over the respective earnout periods, which span multiple years.

Non-Service Pension Costs

Non-service pension costs totaled $2.4 million and $4.7 million for the three and six months ended June 30, 2025, respectively, compared to $2.4 million and $4.9 million for the three and six months ended June 30, 2024, respectively. Non-service pension costs represents the U.S. and U.K. non-service defined benefit pension costs, which are non-operating in nature as the U.S. plan is frozen and the U.K. plans are closed to new participants. The service cost component of the U.K. plans remains in compensation expense.

LIQUIDITY, CAPITAL RESOURCES, AND FINANCIAL CONDITION

At June 30, 2025, our working capital balance (current assets less current liabilities) was approximately $95.1 million, an increase of $20.6 million from the working capital balance at December 31, 2024. Our cash and cash equivalents were $58.5 million at June 30, 2025, compared with $55.4 million at December 31, 2024.

Cash and cash equivalents as of June 30, 2025 consisted of $24.3 million held in the U.S. and $34.2 million held in our foreign subsidiaries. The Company generally does not provide for additional U.S. and foreign income taxes on undistributed earnings of foreign subsidiaries because they are considered to be indefinitely reinvested. The Company maintained its permanent reinvestment assertion on a portion of prior year undistributed earnings for certain foreign operations and accrued deferred taxes attributable to these earnings. The majority of the remaining historical earnings and future foreign earnings are expected to remain permanently reinvested and will be used to provide working capital for these operations, fund defined benefit pension plan obligations, repay non-U.S. debt, fund capital improvements, and fund future acquisitions.

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

Cash Provided by (Used in) Operating Activities

Cash provided by operating activities was $21.1 million for the six months ended June 30, 2025, compared with $8.3 million of cash used in operating activities in the 2024 period. The increase in cash provided was primarily driven by higher earnings, net change in incentive compensation, net change in billed and unbilled receivables, and other working capital improvements as compared to prior year.

Cash Used in Investing Activities

Cash used in investing activities decreased slightly with $18.3 million for the six months ended June 30, 2025, compared with $18.4 million used in the first six months of 2024.

Cash (Used in) Provided by Financing Activities

Cash used in financing activities was $1.1 million for the six months ended June 30, 2025, compared with $15.7 million cash provided in the 2024 period. During the first six months of 2025, there was an increase of $6.6 million in net borrowing from our revolving credit facility, compared with a net increase during the 2024 period of $24.8 million. The decrease in net borrowing in the 2025 period was primarily related to the increase in cash provided by operations. There were no share repurchases in the 2025 period, compared with $2.1 million in the 2024 period. We paid $6.9 million in dividends in the six months ended June 30, 2025 compared with $6.9 million in the 2024 period.

Other Matters Concerning Liquidity and Capital Resources

As a component of our Credit Facility with Bank of America (the "Credit Facility"), we maintain a letter of credit facility to satisfy certain contractual obligations. Including $8.5 million of undrawn letters of credit issued under the letter of credit facility, the available balance under our credit facility totaled $217.5 million at June 30, 2025. Our short-term debt obligations typically peak during the first half of each year due to the annual payment of incentive compensation, contributions to retirement plans, working capital fluctuations, and certain other recurring payments, and generally decline during the balance of the year. The balance of short-term borrowings represents amounts under our credit facility that we expect, but are not required, to repay in the next twelve months. Long- and short-term borrowings outstanding, including current installments and finance leases, totaled $225.4 million as of June 30, 2025 compared with $218.1 million at December 31, 2024.

Our liquidity is defined as cash on hand and borrowing capacity under our Credit Facility based on our trailing twelve month EBITDA, as defined in our Credit Facility. At June 30, 2025, this resulted in total liquidity of $277.8 million.

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

Defined Benefit Pension Funding and Cost

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

For the six months ended June 30, 2025 we made no contributions to our U.S. defined benefit pension plan and $1.6 million to our U.K defined benefit pension plans, compared with no contributions to the U.S. plan and $1.2 million to the U.K. plans for the six months ended June 30, 2024. We do not expect to make any additional discretionary contributions to our U.S. defined benefit pension plan during the remainder of 2025. Anticipated funding for the other international plans is not significant.

Dividend Payments

Our Board of Directors makes dividend decisions from time to time based in part on an assessment of current and projected earnings and cash flows. During the six months ended June 30, 2025, we paid $6.9 million in dividends. Our ability to pay future dividends could be impacted by many factors including the funding requirements of our defined benefit pension plans, repayments of outstanding borrowings, levels of cash expected to be generated by our operating activities, and covenants and other restrictions contained in any credit facilities or other financing agreements.

Financial Condition

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

• Accounts receivable decreased by $8.1 million excluding foreign currency exchange impacts. The decrease was primarily within Platforms Solutions related to weather related claims that were settled in the first quarter of 2025, partially offset by increases in U.K., Middle East, and Australia within the International Operations segment.
• Unbilled revenues increased $12.1 million excluding foreign exchange impacts. The increase is primarily attributable to the U.K., Australia, and Taiwan in the International Operations segment, Broadspire, and Canada in North America Loss Adjusting.
• Accounts payable and accrued liabilities decreased $16.1 million excluding foreign currency exchange impacts. The decrease is primarily due to payments for employee incentive compensation earned in 2024.

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

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

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

APPLICATION OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

New Accounting Standards Adopted

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

Pending Adoption of New Accounting Standards

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

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

Evaluation of Disclosure Controls and Procedures

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

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

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

Changes in Internal Control over Financial Reporting

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

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