Stockholders' Equity | G. Stockholders ’ Shares outstanding were 29.3 million, 29.5 million and 29.8 million on June 30, 2017, December 31, 2016 and June 30, 2016, respectively. Dividends Payment Record Date Date Amount Three months ended March 31, 2017 March 28, 2017 March 14, 2017 $ 0.02 Three months ended June 30, 2017 July 11, 2017 June 27, 2017 0.02 Six months ended June 30, 2017 $ 0.04 Payment Record Date Date Amount Three months ended March 31, 2016 March 29, 2016 March 15, 2016 $ 0.02 Three months ended June 30, 2016 June 28, 2016 June 14, 2016 0.02 Six months ended June 30, 2016 $ 0.04 Voting Rights The holders of Class A Stock and Class B Common stock (“Class B Stock”) have identical rights except that (i) holders of Class A Stock are entitled to one vote per share, while holders of Class B Stock are entitled to ten votes per share on all matters to be voted on by shareholders in general, and (ii) holders of Class A Stock are not eligible to vote on matters relating exclusively to Class B Stock and vice versa. Stock Award and Incentive Plan The Company maintains two Plans approved by the shareholders, which are designed to provide incentives which will attract and retain individuals key to the success of GBL through direct or indirect ownership of our common stock. Benefits under the Plans may be granted in any one or a combination of stock options, stock appreciation rights, restricted stock, restricted stock units, stock awards, dividend equivalents and other stock or cash based awards. A maximum of 7.5 million shares of Class A Stock have been reserved for issuance under the Plans by a committee of the Board of Directors responsible for administering the Plans (“Compensation Committee”). Under the Plans, the committee may grant RSAs and either incentive or nonqualified stock options with a term not to exceed ten years from the grant date and at an exercise price that the committee may determine. As of June 30, 2017, December 31, 2016 and June 30, 2016, there were 420,240 RSA shares, 424,340 RSA shares and 549,700 RSA shares outstanding, respectively, that were previously issued at an average weighted grant price of $65.59, $65.74 and $63.99, respectively. These RSA grants occurred prior to the spin-off of Associated Capital (“AC”). On November 30, 2015, pursuant to the spin-off, all RSA grant holders received shares of AC’s Class A common stock as a result of their ownership of their GAMCO unvested RSAs (one share of AC for each share of GBL). All grants of the RSA shares were recommended by the Company's Chairman, who did not receive a RSA, and approved by the Compensation Committee. This expense, net of estimated forfeitures, is recognized over the vesting period for these awards which is either (1) 30% over three years from the date of grant and 70% over five years from the date of grant or (2) 30% over three years from the date of grant and 10% each year over years four through ten from the date of grant. During the vesting period, dividends to RSA holders are held for them until the RSA vesting dates and are forfeited if the grantee is no longer employed by the Company on the vesting dates. Dividends declared on these RSAs, less estimated forfeitures, are charged to retained earnings (deficit) on the declaration date. On June 1, 2017, the Compensation Committee of AC accelerated the vesting of all 420,240 AC RSAs outstanding effective June 15, 2017. As a result, GBL recorded an incremental $3.7 million of stock-based compensation for the three and six months ended June 30, 2017. This amount related to GBL teammates who held AC RSAs. While there will be no further expense related to these AC RSAs recorded by GBL after the second quarter ended June 30, 2017, there will be expense for the still outstanding GBL RSAs. See table below for the impact by quarter. ASU 2016-09, which was issued in March 2016 and became effective for interim and annual reporting periods beginning after December 15, 2016, simplifies several aspects of accounting for employee share-based payment transactions. Upon adoption of ASU 2016-09 on January 1, 2017, the Company elected not to change its accounting policy on forfeitures and continue to estimate forfeitures rather than accounting for forfeitures as they occur, an alternative allowed under ASU 2016-09. The Company’s accounting treatment for excess tax benefits or tax deficiencies also changed with the adoption of ASU 2016-09 on January 1, 2017. Excess tax benefits or tax deficiencies are now required to be recorded within the income tax expense line in the consolidated statement of income rather than to additional paid-in capital within the condensed consolidated statement of financial condition. During the three and six months ended June 30, 2017, the Company reduced previously recorded tax benefits relating to RSA expense by $(0.3) million on RSAs that vested. For the three months ended June 30, 2017 and June 30, 2016, we recognized stock-based compensation expense of $4.4 million and $1.0 million, respectively. For the six months ended June 30, 2017 and June 30, 2016, we recognized stock-based compensation expense of $5.1 million and $2.1 million, respectively. The three and six month amounts include the $3.7 million related to the AC RSAs’ accelerated vesting mentioned above. All stock-based compensation expense in future periods will relate to GBL RSAs only. Actual and projected stock-based compensation expense for RSA shares for the years ended December 31, 2016 through December 31, 2024 is as follows (in thousands): 2016 2017 2018 2019 2020 2021 2022 2023 2024 Q1 $ 1,037 $ 699 $ 237 $ 187 $ 114 $ 75 $ 49 $ 25 $ 4 Q2 1,036 4,381 232 187 106 75 49 25 4 Q3 1,186 307 206 165 88 59 35 12 3 Q4 691 264 187 150 75 49 25 4 - Full Year $ 3,950 $ 5,651 $ 862 $ 689 $ 383 $ 258 $ 158 $ 66 $ 11 The total compensation cost related to non-vested RSAs not yet recognized is approximately $3.0 million as of June 30, 2017. Stock Repurchase Program In March 1999, GAMCO's Board of Directors established the Stock Repurchase Program to grant management the authority to repurchase shares of our Class A Common Stock. On May 3, 2017, our Board of Directors authorized an incremental 500,000 shares to be added to the current buyback authorization. For the three months ended June 30, 2017 and June 30, 2016, the Company repurchased 33,410 shares and 12,532 shares, respectively, at an average price per share of $28.80 and $34.61, respectively. For the six months ended June 30, 2017 and June 30, 2016, the Company repurchased 158,820 shares and 43,035 shares, respectively, at an average price per share of $29.94 and $30.93, respectively. From the inception of the program through June 30, 2017, 10,060,160 shares have been repurchased at an average price of $44.09 per share. At June 30, 2017, the total shares available under the program to be repurchased in the future were 574,648. Shelf Registration On May 4, 2015, the Securities and Exchange Commission (“SEC”) declared effective the “shelf” registration statement filed by the Company. The “shelf” provides the Company with the flexibility of issuing any combination of senior and subordinated debt securities, convertible securities and common and preferred securities up to a total amount of $500 million and replaced the existing shelf registration which expired in May 2015. As of June 30, 2017, $500 million is available on the shelf. |