Shareholders' equity | Shareholders' equity On May 28, 2020, the Company successfully completed a 10:1 common share consolidation. Shareholders received 1 post-consolidation share for every 10 pre-consolidation shares. All information pertaining to shares and per-share amounts in the financial statements for periods before May 28, 2020 reflect retrospective treatment of this share consolidation. Capital stock and contributed surplus The authorized and issued share capital of the Company consists of an unlimited number of common shares, without par value. Number Stated value At Dec. 31, 2019 24,417,639 407,900 Shares acquired for equity incentive plan (128,304) (2,514) Issuance of share capital on purchase of management contracts 104,720 2,500 Shares released on vesting of equity incentive plan 248,883 4,361 Issuance of share capital on exercise of stock options 150,000 5,159 Shares acquired and cancelled under normal course issuer bid (112,343) (2,024) Issuance of share capital on conversion of RSUs 103,269 2,231 Issuance of share capital under dividend reinvestment program 5,501 145 At Dec. 31, 2020 24,789,365 417,758 Shares acquired for equity incentive plan (237,172) (10,201) Issuance of share capital to settle contingent consideration 93,023 3,000 Shares released on vesting of equity incentive plan 237,626 4,382 Issuance of share capital on conversion of RSUs 105,291 2,341 Issuance of share capital under dividend reinvestment program 3,487 145 At Dec. 31, 2021 24,991,620 417,425 Contributed surplus consists of: stock option expense; earn-out shares expense; equity incentive plans' expense; and additional purchase consideration. Stated value At Dec. 31, 2019 43,160 Stock-based compensation 4,517 Issuance of share capital on conversion of RSUs (2,231) Share-based contingent consideration related to the Tocqueville acquisition 4,879 Released on exercise of stock option plan (2,655) Released on vesting of common shares for equity incentive plan (4,361) At Dec. 31, 2020 43,309 Issuance of share capital to settle contingent consideration (4,879) Shares released on vesting of equity incentive plan (4,382) Stock-based compensation 3,650 Issuance of share capital on conversion of RSUs (2,341) At Dec. 31, 2021 35,357 Stock option plan The Company has an option plan (the "Plan") intended to provide incentives to directors, officers and employees of the Company and its wholly owned subsidiaries. The aggregate number of shares issuable upon the exercise of all options granted under the Plan and under all other stock-based compensation arrangements including the Trust and Equity Incentive Plan ("EIP") cannot exceed 10% of the issued and outstanding shares of the Company as at the date of grant. The options may be granted at a price that is not less than the market price of the Company's common shares at the time of grant. The options typically vest annually over a three-year period and may be exercised during a period not to exceed 10 years from the date of grant. There were no stock options issued during the year ended December 31, 2021 (year ended December 31, 2020 - Nil). There were no stock options exercised during the year ended December 31, 2021 (year ended December 31, 2020 - 150,000). For valuing share option grants, the fair value method of accounting is used. The fair value of option grants is determined using the Black-Scholes option-pricing model, which takes into account the exercise price of the option, the current share price, the risk-free interest rate, the expected volatility of the share price over the life of the option and other relevant factors. Compensation cost is recognized over the vesting period, assuming an estimated forfeiture rate, with an offset to contributed surplus. When exercised, amounts originally recorded against contributed surplus as well as any consideration paid by the option holder is credited to capital stock. A summary of the changes in the Plan is as follows: Number of options Weighted average exercise price (CAD $) Options outstanding, Dec. 31, 2019 327,500 25.70 Options exercisable, Dec. 31, 2019 257,500 26.00 Options outstanding, Dec. 31, 2020 162,500 23.61 Options exercisable, Dec. 31, 2020 162,500 23.61 Options outstanding, Dec. 31, 2021 162,500 23.61 Options exercisable, Dec. 31, 2021 162,500 23.61 Options outstanding and exercisable as at December 31, 2021 are as follows: Exercise price (CAD $) Number of Weighted average remaining contractual life Number of 23.30 150,000 4.1 150,000 27.30 12,500 4.4 12,500 23.30 to 27.30 162,500 4.1 162,500 Equity incentive plan For employees in Canada, the Trust has been established and the Company will fund the Trust with cash, which will be used by the trustee to purchase: (1) on the open market, common shares of the Company that will be held in the Trust until the awards vest and are distributed to eligible members; and (2) from treasury, common shares of the Company that will be held in the Trust until the awards vest and are distributed to eligible employees . For employees in the U.S. under the EIP plan, the Company will allot common shares of the Company as either: (1) restricted stock; (2) unrestricted stock; or (3) restricted stock units ("RSUs"), the resulting common shares of which will be issued from treasury. There were 1,182 RSUs granted during the year ended December 31, 2021 (year ended December 31, 2020 - 104,858). The Trust acquired 237,172 shares in the year ended December 31, 2021 (year ended December 31, 2020 - 128,304). Number of Unvested common shares held by the Trust, Dec. 31, 2019 895,438 Acquired 128,304 Released on vesting (248,883) Unvested common shares held by the Trust, Dec. 31, 2020 774,859 Acquired 237,172 Released on vesting (237,626) Unvested common shares held by the Trust, Dec. 31, 2021 774,405 Of the $76.7 million compensation expense for the year ended December 31, 2021 (December 31, 2020 - $57.6 million), $3.7 million (December 31, 2020 - $4.5 million) relates to stock-based compensation, details of which are presented in the table below (in thousands $): For the years ended Dec. 31, 2021 Dec. 31, 2020 Stock option plan — 10 EIP 3,650 4,507 Total stock-based compensation 3,650 4,517 Basic and diluted earnings per share The following table presents the calculation of basic and diluted earnings per common share: For the years ended Dec. 31, 2021 Dec. 31, 2020 Numerator (in thousands $): Net income - basic and diluted 33,185 26,978 Denominator (Number of shares in thousands): Weighted average number of common shares 25,695 25,464 Weighted average number of unvested shares purchased by the Trust (817) (976) Weighted average number of common shares - basic 24,878 24,488 Weighted average number of dilutive stock options 163 163 Weighted average number of unvested shares under EIP 867 1,132 Weighted average number of common shares - diluted 25,908 25,783 Net income per common share Basic 1.33 1.10 Diluted 1.28 1.05 Capital management The Company's objectives when managing capital are: • to meet regulatory requirements and other contractual obligations; • to safeguard the Company's ability to continue as a going concern so that it can continue to provide returns for shareholders; • to provide financial flexibility to fund possible acquisitions; • to provide adequate seed capital for the Company's new product offerings; and • to provide an adequate return to shareholders through growth in assets under management, growth in management fees, carried interest and performance fees and return on the Company's invested capital that will result in dividend payments to shareholders. The Company's capital is comprised of equity, including capital stock, contributed surplus, retained earnings (deficit) and accumulated other comprehensive income (loss). SCP is a member of the Investment Industry Regulatory Organization of Canada ("IIROC"), SAM is a registrant of the Ontario Securities Commission ("OSC") and the U.S. Securities and Exchange Commission ("SEC") and SGRIL is a member of the Financial Industry Regulatory Authority ("FINRA "). As a result, all of these entities are required to maintain a minimum level of regulatory capital. To ensure compliance, management monitors regulatory and working capital on a regular basis. SAM US and RCIC are also registered with the SEC. As at December 31, 2021 and December 31, 2020, all entities were in compliance with their respective capital requirements. |