Shareholders' Equity | Note 11. Shareholders’ Equity: Share Repurchases During the year ended December 31, 2016, the Company repurchased, in open market or privately negotiated transactions, 755,535 shares of its common stock at a weighted average share price of $17.34 per share for a total cost of $13,104. As of December 31, 2016, the Company had remaining authority to repurchase 722,170 additional shares. During the year ended December 31, 2015, the Company repurchased 1,949,517 shares of its common stock at a weighted average share price of $23.20 per share for a total cost of $45,219. During the year ended December 31, 2014, the Company repurchased 2,380,504 shares of its common stock at a weighted average share price of $26.92 per share for a total cost of $64,094. Included in these share repurchases were 1,178,607 shares repurchased in open market transactions at a weighted average share price of $25.76 per share for a total cost $30,362 and 1,201,897 shares repurchased pursuant to a modified “Dutch auction” tender offer at a weighted average share price of $28.06 per share and a total cost, including transaction costs, of $33,732. The Company also purchases shares of its common stock from recipients of stock-based compensation awards upon the vesting of RSU and restricted stock awards, and the exercise of options to purchase stock, as recipients sell shares to meet their tax obligations. During the years ended December 31, 2016, 2015 and 2014, the Company purchased 548,000 shares, 138,000 shares and 71,000, respectively, at weighted average prices per share of $16.95, $22.56 and $25.68, respectively, for a total cost of $9,302, $3,113 and $1,823, respectively. Dividends For the years ended December 31, 2016 and 2015, the Company’s Board of Directors has declared cash dividends on its common stock as summarized in the following table. Date Declared Record Date Payable Date Dividends per Share October 25, 2016 November 14, 2016 November 25, 2016 $ 0.20 July 14, 2016 July 29, 2016 August 26, 2016 $ 0.20 April 26, 2016 May 9, 2016 May 27, 2016 $ 0.20 February 10, 2016 February 22, 2016 March 4, 2016 $ 0.20 October 20, 2015 November 2, 2015 November 27, 2015 $ 0.20 June 16, 2015 July 31, 2015 August 28, 2015 $ 0.20 See Note 16. Subsequent Events Unvested RSUs and restricted shares carry dividend rights in which dividends are payable as the RSUs and restricted shares vest in accordance with the respective underlying grants. As of December 31, 2016, the Company had $688 of dividends payable related to such unvested RSUs and restricted shares. With respect to RSUs that vest based on both individual service requirements and the Company’s achievement of specific performance goals, the Company’s dividend payable is consistent with the Company’s assessment of the rate at which these awards would vest. FBR & Co. Employee Stock Purchase Plan Under the Employee Stock Purchase Plan (“Purchase Plan”), eligible employees may purchase common stock through payroll deductions at a price that is 85% of the lower of the market value of the common stock on the first day of the offering period or the last day of the offering period. In accordance with the provisions of ASC 718, “Compensation – Stock Compensation” (“ASC 718”), the Company is required to recognize compensation expense relating to shares offered under the Purchase Plan. For the years ended December 31, 2016, 2015 and 2014, the Company recognized compensation expense of $70, $177 and $247, respectively, related to the Purchase Plan. Stock Compensation Plans FBR & Co. Amended 2006 Long-Term Incentive Plan (“FBR & Co. Long-Term Incentive Plan”) Under the FBR & Co. Long-Term Incentive Plan, as amended, the Company may grant options to purchase stock, stock appreciation rights, performance awards, restricted and unrestricted stock and RSUs for up to an aggregate of 7,217,496 shares of common stock, subject to increase under certain provisions of the plan, to eligible participants. Participants include employees, officers and directors of the Company and its subsidiaries. The plan’s termination date is October 22, 2023 unless it is terminated sooner by the Company’s Board of Directors. The FBR & Co. Long-Term Incentive Plan has a term of 10 years and options granted may have an exercise period of up to 10 years. Options may be incentive stock options, as defined by Section 422 of the Internal Revenue Code, or nonqualified stock options. The Company grants options to purchase stock, restricted shares of common stock and RSUs to employees and members of the Company’s board of directors that vest based on meeting specified service conditions of one to five years and in certain cases achievement of specified performance goals. The following table presents compensation expense related to these awards for the periods indicated: Year Ended December 31, 2016 2015 2014 Stock options $ 25 $ 7 $ (44 ) Restricted shares 481 381 296 RSUs (153 ) 6,627 8,897 The following table presents the unrecognized compensation related to unvested restricted shares of common stock and RSUs and the weighted average vesting period in which the expense will be recognized: As of December 31, 2016 Stock Options Restricted Shares RSUs Performance Condition RSUs Unrecognized compensation $ 4 $ 167 $ 2,750 (1) Unvested awards 9,800 25,099 332,817 (1) Weighted average vesting period 0.11 years 0.46 years 2.33 years (1) (1) The unvested performance condition RSUs and unrecognized compensation amounts specified are based on the Company’s assessment of the rate at which the performance conditions will be met and the related percentage of awards that will vest. The total unvested awards that include a performance condition and related unrecognized compensation and weighted average vesting period are 507,663, $12,094 and 0.56 years, respectively. This total compensation would only be recognized if all of the applicable awards with performance conditions vested at a 100% rate. Stock Options A summary of option activity under the FBR & Co. Long Term Incentive Plan as of December 31, 2016, and changes during the years ended December 31, 2016, 2015 and 2014 are presented below: Number of Shares Weighted-average Exercise Prices Weighted-average Remaining Contractual Life Share Balance as of December 31, 2013 1,066,803 $ 21.63 0.13 Granted — — Forfeitures/Expirations (13,334 ) 22.44 Option Exercised (63,368 ) 16.87 Share Balance as of December 31, 2014 990,101 $ 21.92 0.08 Granted — — Forfeitures/Expirations (80,651 ) 26.79 Option Exercised (448,657 ) 21.49 Share Balance as of December 31, 2015 460,793 $ 21.49 1.99 Granted 9,800 16.52 Forfeitures/Expirations (91,767 ) 21.08 Option Exercised (35,166 ) 17.93 Share Balance as of December 31, 2016 343,660 $ 21.83 1.71 Options Exercisable as of December 31, 2016 333,860 $ 21.98 1.66 Restricted Stock A summary of unvested restricted stock awards as of December 31, 2016, and changes during the years ended December 31, 2016, 2015 and 2014 are presented below: Number of Shares Weighted-average Grant-date Fair Value Weighted-average Remaining Vested Period Share Balance as of December 31, 2013 10,421 $ 24.23 0.43 Granted 12,218 26.19 0.42 Vestings (10,421 ) 24.23 Forfeitures — — Share Balance as of December 31, 2014 12,218 $ 26.19 0.42 Granted 22,191 22.02 0.53 Vestings (12,218 ) 26.19 Forfeitures — — Share Balance as of December 31, 2015 22,191 $ 22.02 0.53 Granted 25,099 16.09 0.43 Vestings (22,191 ) 22.02 Forfeitures — — Share Balance as of December 31, 2016 25,099 $ 16.09 0.43 RSUs A summary of unvested restricted stock units as of December 31, 2016, and changes during the years ended December 31, 2016, 2015 and 2014 are presented below: Number of Shares Weighted-average Grant-date Fair Value Weighted-average Remaining Vested Period Share Balance as of December 31, 2013 1,903,334 $ 15.69 1.88 Granted 374,939 24.71 Vestings (162,993 ) 18.81 Forfeitures (126,368 ) 16.82 Share Balance as of December 31, 2014 1,988,912 $ 17.06 1.17 Granted 372,547 23.44 Vestings (328,415 ) 17.29 Forfeitures (89,889 ) 19.03 Share Balance as of December 31, 2015 1,943,155 $ 18.06 0.62 Granted 264,040 16.45 Vestings (1,188,319 ) 15.19 Forfeitures (178,396 ) 18.30 Share Balance as of December 31, 2016 840,480 $ 21.85 1.26 There were 230,258 RSU awards granted during the year ended December 31, 2015 and 277,405 RSU awards granted during the year ended December 31, 2014, that will vest based on both individual service requirements and the Company’s achievement of specified performance goals (the “2014 and 2015 performance condition RSUs”). During the years ended December 31, 2016 and 2015, no compensation was recognized for the 2014 and 2015 performance condition RSUs based on the Company’s assessment that the minimum performance thresholds will not be met. There were 375,000 RSUs granted during the year ended December 31, 2013 that vested in 2016 based on both individual service requirements and the achievement of a specified performance goal (“2013 performance condition RSUs”). In order for the performance goal to be met at a minimum level and for the awards to vest at a 50% rate, the tangible book value of FBR & Co., measured on a per share basis, must have increased by an amount equal to a 4% compound annual growth rate over the three-year period beginning on April 1, 2013 (the “2013 performance period”). The awards vest at a 100% level if FBR & Co. achieved a 7% compound annual growth rate over the 2013 performance period and at a proportionate rate at annual growth rates between a 4% and a 7%. In May 2016, based on the Company’s tangible book value growth during the 2013 performance period, 258,681 shares of the 2013 performance condition RSUs vested. As a result of activity during the three months ended March 31, 2016, this award vested at a lower rate than previously forecasted, as such $1,642 of stock compensation expense recognized in prior years was reversed during the three months ended March 31, 2016. Deferred Compensation Awards In addition, as part of the Company’s satisfaction of incentive compensation earned for past service under the Company’s variable compensation programs, employees may receive restricted shares of common stock or RSUs in lieu of cash payments. These shares and RSUs are issued to an irrevocable trust for the benefit of the employees and are not returnable to the Company. For the year ended December 31, 2016, the Company granted no such stock-based awards. For the years ended December 31, 2015 and 2014, the Company granted such stock-based awards with an aggregate fair value upon grant date of $630 and $7,317, respectively. A summary of restricted stock irrevocable trust awards as of December 31, 2016, and changes during the years ended December 31, 2016, 2015 and 2014 are presented below: Number of Shares Weighted-average Grant-date Fair Value Weighted-average Remaining Vested Period Share Balance as of December 31, 2013 1,502 $ 13.51 0.46 Granted — — Vestings (1,225 ) 14.40 Share Balance as of December 31, 2014 277 $ 9.56 1.10 Granted — — Vestings — — Share Balance as of December 31, 2015 277 $ 9.56 0.11 Granted — — Vestings (277 ) 9.56 Share Balance as of December 31, 2016 — $ — — A summary of restricted stock unit awards held in the irrevocable trust as of December 31, 2016, and changes during the years ended December 31, 2016, 2015 and 2014 are presented below: Number of Shares Weighted-average Grant-date Fair Value Weighted-average Remaining Vested Period Share Balance as of December 31, 2013 235,364 $ 18.09 1.92 Granted 294,843 24.82 Vestings (34,737 ) 15.43 Share Balance as of December 31, 2014 495,470 $ 20.79 1.68 Granted 26,549 23.73 Vestings (5,470 ) 9.56 Share Balance as of December 31, 2015 516,549 $ 21.10 0.79 Granted — — Vestings (194,057 ) 15.97 Share Balance as of December 31, 2016 322,492 $ 24.19 0.24 |