Net Income (Loss) Attributable to Shareholders of Crawford & Company per Common Share

6 Months Ended

Jun. 30, 2021

Net Income (Loss) Attributable to Shareholders of Crawford & Company per Common Share

7. Net Income (Loss) Attributable to Shareholders of Crawford & Company per Common Share

The Company computes earnings per share of its non-voting Class A Common Stock ("CRD-A") and voting Class B Common Stock ("CRD-B") using the two-class method, which allocates the undistributed earnings in each period to each class on a proportionate basis. The Company's Board of Directors has the right, but not the obligation, to declare higher dividends on the CRD-A shares than on the CRD-B shares, subject to certain limitations. In periods when the dividend is the same for CRD-A and CRD-B or when no dividends are declared or paid to either class, the two-class method generally will yield the same earnings per share for CRD-A and CRD-B. Since the second quarter of 2020, the Board of Directors has declared the same dividend on CRD-A and CRD-B.

The computations of basic net income (loss) attributable to shareholders of Crawford & Company per common share were as follows:


	Three Months Ended								Six months ended
	June 30, 2021				June 30, 2020				June 30, 2021				June 30, 2020
(in thousands, except per share amounts)	CRD-A		CRD-B		CRD-A		CRD-B		CRD-A		CRD-B		CRD-A			CRD-B
Earnings (loss) per share - basic:
Numerator:
Allocation of undistributed earnings (loss)	$	4,967	$	3,617	$	2,479	$	1,828	$	6,625	$	4,825	$	(5,960	)	$	(4,400	)
Dividends paid		1,849		1,347		916		675		3,700		2,694		3,055			1,804
Net income (loss) attributable to common shareholders, basic	$	6,816	$	4,964	$	3,395	$	2,503	$	10,325	$	7,519	$	(2,905	)	$	(2,596	)

Denominator:
Weighted-average common shares outstanding, basic		30,826		22,445		30,521		22,510		30,825		22,454		30,541			22,544
Earnings (loss) per share - basic	$	0.22	$	0.22	$	0.11	$	0.11	$	0.33	$	0.33	$	(0.10	)	$	(0.12	)

The computations of diluted net income (loss) attributable to shareholders of Crawford & Company per common share were as follows:


	Three Months Ended								Six Months Ended
	June 30, 2021				June 30, 2020				June 30, 2021				June 30, 2020
(in thousands, except per share amounts)	CRD-A		CRD-B		CRD-A		CRD-B		CRD-A		CRD-B		CRD-A			CRD-B
Earnings (loss) per share - diluted:
Numerator:
Allocation of undistributed earnings (loss)	$	5,045	$	3,539	$	2,479	$	1,828	$	6,720	$	4,730	$	(5,960	)	$	(4,400	)
Dividends paid		1,849		1,347		916		675		3,700		2,694		3,055			1,804
Net income (loss) attributable to common shareholders, diluted	$	6,894	$	4,886	$	3,395	$	2,503	$	10,420	$	7,424	$	(2,905	)	$	(2,596	)

Denominator:
Weighted-average common shares outstanding, basic		30,826		22,445		30,521		22,510		30,825		22,454		30,541			22,544
Weighted-average effect of dilutive securities		1,171		—		169		—		1,072		—		—			—
Weighted-average common shares outstanding, diluted		31,997		22,445		30,690		22,510		31,897		22,454		30,541			22,544
Earnings (loss) per share - diluted	$	0.22	$	0.22	$	0.11	$	0.11	$	0.33	$	0.33	$	(0.10	)	$	(0.12	)

Listed below are the shares excluded from the denominator in the preceding computation of diluted earnings per share for CRD-A because their inclusion would have been antidilutive:


	Three Months Ended				Six Months Ended
(in thousands)	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Shares underlying stock options excluded		353		2,011		724		1,962
Performance stock grants excluded because performance conditions have not been met (1)		398		1,289		284		1,125

(1) Compensation cost is recognized for these performance stock grants based on expected achievement rates; however, no consideration is given to these performance stock grants when calculating diluted earnings per share until the performance measurements have been achieved.

The following table details shares issued during the three and six months ended June 30, 2021 and 2020. These shares are included from their dates of issuance in the weighted-average common shares used to compute basic and diluted earnings per share for CRD-A in the table above. There were no shares of CRD-B issued during any of these periods.


	Three Months Ended					Six Months Ended
(in thousands)	June 30, 2021			June 30, 2020		June 30, 2021			June 30, 2020
CRD-A issued under the Non-Employee Director Stock Plan		(7	)		4		85			67
CRD-A issued under the U.K. ShareSave Scheme		64			—		65			1
CRD-A issued under the 2016 Omnibus Stock and Incentive Plan		(18	)		—		(18	)		—

Effective May 9, 2019, the Company's Board of Directors authorized the repurchase of up to 2,000,000 shares of CRD-A or CRD-B (or a combination of the two) through December 31, 2020 (the "2019 Repurchase Authorization"). The Company’s Board of Directors subsequently amended this authorization to allow for repurchases through December 31, 2021. Under the 2019 Repurchase Authorization, repurchases may be made for cash, in the open market or privately negotiated transactions at such times and for such prices as management deems appropriate, subject to applicable contractual and regulatory restrictions. At June 30, 2021, the Company had remaining authorization to repurchase 304,932 shares under the 2019 Repurchase Authorization.

During the three months ended June 30, 2021, the Company repurchased 166,151 shares of CRD-A and 22,115 shares CRD-B at an average cost of $9.65 and $9.32, respectively. During the three months ended June 30, 2020, the Company did not repurchase any shares of CRD-A or CRD-B.