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Common Stock and Earnings per Share
 12 Months Ended
Dec. 31, 2022
Earnings Per Share [Abstract]  
Common Stock and Earnings per Share

9. Common Stock and Earnings per Share

Shares of the Company's two classes of common stock are traded on the NYSE under the symbols CRD-A and CRD-B, respectively. The Company's two classes of stock are substantially identical, except with respect to voting rights and the Company's ability to pay greater cash dividends on the non-voting Class A Common Stock than on the voting Class B Common Stock, subject to certain limitations. In addition, with respect to mergers or similar transactions, holders of Class A Common Stock must receive the same type and amount of consideration as holders of Class B Common Stock, unless different consideration is approved by the holders of 75% of the Class A Common Stock, voting as a class. As described in Note 11, "Stock-Based Compensation," certain shares of CRD-A are issued with restrictions under incentive compensation plans.

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"). On December 10, 2020, the Company’s Board of Directors extended the termination date of the Company’s 2019 share repurchase authorization to 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.

In 2021 the Company had repurchased 530,598 shares of CRD-A and 111,499 shares of CRD-B at an average cost of $9.63 and $8.68, respectively under the 2019 Repurchase Authorization. At December 31, 2021, the Company had no remaining authorized share repurchases under the 2019 Repurchase Authorization.

Effective November 4, 2021, the Company’s Board of Directors authorized the repurchase of up to 2,000,000 shares of CRD-A or CRD-B (or a combination of the two) through December 31, 2023 (the “2021 Repurchase Authorization”). On February 10, 2022, the Company's Board of Directors authorized the addition of 5,000,000 shares of CRD-A or CRD-B (or a combination of the two) to its 2021 Repurchase Authorization which had a remaining authorization to purchase 413,317 shares at December 31, 2021. Under the repurchase program, repurchases may be made through December 31, 2023 in the open market or privately negotiated transactions at such times and for such prices as management deems appropriate, subject to applicable regulatory guidelines. The authorization does not obligate Crawford to acquire any stock, and purchases may be commenced or suspended at any time based on market conditions and other factors that the Company deems appropriate.

During 2022 the Company repurchased 2,656,474 shares of CRD-A and 963,472 shares of CRD-B at an average cost of $7.41 and $7.32, respectively under the 2021 Repurchase Authorization. At December 31, 2022, the Company had remaining authorization to repurchase 1,793,371 shares under the 2021 Repurchase Authorization.

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

The Company computes earnings per share of CRD-A and CRD-B using the two-class method, which allocates the undistributed earnings for 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 CRD-A than on CRD-B, subject to certain limitations. In periods when the dividend is the same for CRD-A and CRD-B or when no dividends are declared or paid to either class, the two-class method generally will yield the same earnings per share for CRD-A and CRD-B. During 2022 and 2021, the Board of Directors declared an equal dividend on CRD-A and CRD-B, while during 2020, the Board of Directors declared a higher dividend on CRD-A than on CRD-B.

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

 

Year Ended December 31,

 

2022

 

 

2021

 

 

2020

 

 

 

CRD-A

 

 

CRD-B

 

 

CRD-A

 

 

CRD-B

 

 

CRD-A

 

 

CRD-B

 

 

 

(In thousands, except earnings per share)

 

(Loss) earnings per share - basic:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allocation of undistributed (loss) earnings

 

$

(17,850

)

 

$

(12,297

)

 

$

10,464

 

 

$

7,565

 

 

$

10,743

 

 

$

7,908

 

Dividends paid

 

 

7,012

 

 

 

4,830

 

 

 

7,376

 

 

 

5,287

 

 

 

5,815

 

 

 

3,830

 

Net (loss) income available to common shareholders, basic

 

 

(10,838

)

 

 

(7,467

)

 

 

17,840

 

 

 

12,852

 

 

 

16,558

 

 

 

11,738

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding, basic

 

 

29,196

 

 

 

20,113

 

 

 

30,760

 

 

 

22,237

 

 

 

30,605

 

 

 

22,527

 

(Loss) earnings per share - basic

 

$

(0.37

)

 

$

(0.37

)

 

$

0.58

 

 

$

0.58

 

 

$

0.54

 

 

$

0.52

 

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

 

Year Ended December 31,

 

2022

 

 

2021

 

 

2020

 

 

 

CRD-A

 

 

CRD-B

 

 

CRD-A

 

 

CRD-B

 

 

CRD-A

 

 

CRD-B

 

 

 

(In thousands, except earnings (loss) per share)

 

(Loss) earnings per share - diluted:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allocation of undistributed (loss) earnings

 

$

(17,850

)

 

$

(12,297

)

 

$

10,602

 

 

$

7,427

 

 

$

10,781

 

 

$

7,870

 

Dividends paid

 

 

7,012

 

 

 

4,830

 

 

 

7,376

 

 

 

5,287

 

 

 

5,815

 

 

 

3,830

 

Net (loss) income available to common shareholders, diluted

 

 

(10,838

)

 

 

(7,467

)

 

 

17,978

 

 

 

12,714

 

 

 

16,596

 

 

 

11,700

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding, basic

 

 

29,196

 

 

 

20,113

 

 

 

30,760

 

 

 

22,237

 

 

 

30,605

 

 

 

22,527

 

Weighted-average effect of dilutive securities(1)

 

 

—

 

 

 

—

 

 

 

983

 

 

 

—

 

 

 

252

 

 

 

—

 

Weighted-average number of shares outstanding, diluted

 

 

29,196

 

 

 

20,113

 

 

 

31,743

 

 

 

22,237

 

 

 

30,857

 

 

 

22,527

 

(Loss) earnings per share - diluted

 

$

(0.37

)

 

$

(0.37

)

 

$

0.57

 

 

$

0.57

 

 

$

0.54

 

 

$

0.52

 

Listed below are the shares excluded from the denominator in the above computation of diluted (loss) earnings per share for CRD-A because their inclusion would have been anti-dilutive:

 

Year Ended December 31,

 

2022

 

 

2021

 

 

2020

 

 

 

(In thousands)

 

Shares underlying stock options excluded due to the options' respective exercise prices being greater than the average stock price during the period

 

 

1,542

 

 

 

838

 

 

 

1,996

 

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

 

 

789

 

 

 

335

 

 

 

578

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