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Goodwill and Intangible Assets
12 Months Ended
Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets

4. Goodwill and Intangible Assets

Goodwill

The following table shows the changes in the carrying amount of goodwill for the years ended December 31, 2022 and 2021:

 

 

 

North America Loss Adjusting

 

 

International Operations

 

 

Broadspire

 

 

Platform Solutions

 

 

Total

 

 

 

(In thousands)

 

Balance at December 31, 2020:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill

 

$

73,163

 

 

$

81,610

 

 

$

108,707

 

 

$

39,229

 

 

$

302,709

 

Accumulated impairment losses

 

 

(68,261

)

 

 

(58,987

)

 

 

(100,437

)

 

 

(8,487

)

 

 

(236,172

)

Net goodwill

 

$

4,902

 

 

$

22,623

 

 

$

8,270

 

 

$

30,742

 

 

$

66,537

 

2021 Activity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill of acquired businesses

 

$

14,371

 

 

$

2,310

 

 

$

3,934

 

 

$

26,195

 

 

$

46,810

 

Adjustments to prior acquisitions

 

 

1,074

 

 

 

430

 

 

 

733

 

 

 

-

 

 

 

2,237

 

Foreign currency effects

 

 

358

 

 

 

452

 

 

 

-

 

 

 

132

 

 

 

942

 

Balance at December 31, 2021:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill

 

$

88,966

 

 

$

84,802

 

 

$

113,374

 

 

$

65,556

 

 

$

352,698

 

Accumulated impairment losses

 

 

(68,261

)

 

 

(58,987

)

 

 

(100,437

)

 

 

(8,487

)

 

 

(236,172

)

Net goodwill

 

$

20,705

 

 

$

25,815

 

 

$

12,937

 

 

$

57,069

 

 

$

116,526

 

2022 Activity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill of acquired businesses

 

$

-

 

 

$

1,423

 

 

$

-

 

 

$

-

 

 

$

1,423

 

Adjustments to prior acquisitions

 

 

-

 

 

 

(828

)

 

 

-

 

 

 

-

 

 

 

(828

)

Impairment of goodwill

 

 

(3,365

)

 

 

(22,792

)

 

 

-

 

 

 

(10,651

)

 

 

(36,808

)

Foreign currency effects

 

 

(73

)

 

 

(3,618

)

 

 

-

 

 

 

-

 

 

 

(3,691

)

Balance at December 31, 2022:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill

 

$

88,893

 

 

$

81,779

 

 

$

113,374

 

 

$

65,556

 

 

$

349,602

 

Accumulated impairment losses

 

$

(71,626

)

 

$

(81,779

)

 

$

(100,437

)

 

$

(19,138

)

 

$

(272,980

)

Net goodwill

 

$

17,267

 

 

$

-

 

 

$

12,937

 

 

$

46,418

 

 

$

76,622

 

In accordance with the accounting guidance, the Company performed a goodwill impairment assessment immediately before and after the January 1, 2022 change in operating segments, neither of which resulted in any additional impairment charges.

During the second quarter of 2022, the Company identified a goodwill impairment indicator in its International Operations reporting unit as a result of lower operating results compared with forecast. The Company performed an interim quantitative goodwill impairment test and determined no goodwill impairment existed.

During the third quarter of 2022, the Company identified goodwill impairment indicators in its International Operations reporting unit and Crawford Legal Services reporting unit, which are reflected in its International Operations reportable segment, as a result of a reduction in forecasted revenue and earnings, higher interest rates, and a lower Crawford & Company stock price. The Company also identified goodwill impairment indicators in its North America Loss Adjusting and Platform Solutions reportable segments related to the edjuster Inc. and Praxis Consulting 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 non-cash pretax goodwill impairment of $36,808,000. The goodwill impairment charge reduced the carrying value of goodwill in the Company's edjuster Inc. and Praxis Consulting reporting units by $3,366,000 and $10,650,000, respectively. Goodwill related to the Company's International Operations and Crawford Legal Services reporting units were fully impaired with charges of $19,640,000 and $3,152,000, respectively.

The key assumptions used in estimating the fair value of its 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 its 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, for purposes of its October 1 annual impairment test, the Company 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, the Company performed its goodwill impairment testing. The estimated fair value of each reporting unit tested exceeded its carrying value.

Intangible Assets

The following is a summary of finite-lived intangible assets acquired through business acquisitions as of December 31, 2022 and 2021:

 

 

 

Gross
Carrying
Amount

 

 

Accumulated
Amortization

 

 

Net
Carrying
Value

 

 

Weighted-
Average
Amortization
Period

 

 

(In thousands, except years)

 

 

 

December 31, 2022:

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

$

157,463

 

 

$

(113,085

)

 

$

44,378

 

 

9.7 years

Technology-based

 

 

21,905

 

 

 

(13,169

)

 

 

8,736

 

 

5.4 years

Trade name

 

 

5,840

 

 

 

(2,437

)

 

 

3,403

 

 

5.8 years

Other

 

 

6,759

 

 

 

(5,772

)

 

 

987

 

 

3.9 years

Total

 

$

191,967

 

 

$

(134,463

)

 

$

57,504

 

 

7.6 years

December 31, 2021:

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

$

160,652

 

 

$

(111,176

)

 

$

49,477

 

 

9.4 years

Technology-based

 

 

22,293

 

 

 

(11,552

)

 

 

10,741

 

 

5.4 years

Trade name

 

 

6,393

 

 

 

(2,187

)

 

 

4,206

 

 

7.0 years

Other

 

 

7,944

 

 

 

(5,706

)

 

 

2,238

 

 

4.6 years

Total

 

$

197,283

 

 

$

(130,620

)

 

$

66,663

 

 

6.7 years

Amortization of finite-lived intangible assets was $7,836,000, $11,029,000, and $11,653,000 for the years ended December 31, 2022, 2021, and 2020, respectively. These amortization expenses were excluded from segment operating earnings (see Note 13, "Segment and Geographic Information"). Intangible assets subject to amortization are amortized on a straight-line basis over lives ranging from 2 to 20 years.

At December 31, 2022, annual estimated aggregate amortization expense for intangible assets subject to amortization for the next five years is as follows:

 

 

 

Annual
Amortization
Expense

 

Year Ending December 31,

 

(In thousands)

 

2023

 

$

7,445

 

2024

 

 

7,152

 

2025

 

 

6,980

 

2026

 

 

6,807

 

2027

 

 

5,279

 

The following is a summary of indefinite-lived intangible assets at December 31, 2022 and 2021:

 

 

 

Gross Carrying
Amount

 

 

Accumulated
Impairments

 

 

Net Carrying
Value

 

 

 

(In thousands)

 

December 31, 2022:

 

 

 

 

 

 

 

 

 

Trade names

 

$

32,608

 

 

$

(2,072

)

 

$

30,536

 

December 31, 2021:

 

 

 

 

 

 

 

 

 

Trade names

 

$

32,608

 

 

$

(1,656

)

 

$

30,952