Shareholders' equity | Shareholders' equity 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, 2020 24,789,365 417,758 Shares acquired for equity incentive plan (237,172) (10,201) Issuance of shares to settle contingent consideration 93,023 3,000 Shares released on vesting of equity incentive plan 237,626 4,382 Issuance of shares on vesting of RSUs 105,291 2,341 Issuance of shares under dividend reinvestment program 3,487 145 At Dec. 31, 2021 24,991,620 417,425 Shares acquired for equity incentive plan (180,594) (6,948) Issuance of shares on exercise of stock options 115,102 1,807 Shares released on vesting of equity incentive plan 324,568 12,867 Issuance of shares on vesting of RSUs 80,345 2,210 Issuance of shares to purchase management contracts 72,464 4,000 Shares acquired and canceled under normal course issuer bid (81,538) (3,036) Issuance of shares under dividend reinvestment program 3,927 150 At Dec. 31, 2022 25,325,894 428,475 Contributed surplus consists of stock option expense, earn-out shares expense, equity incentive plans' expense, and additional purchase consideration. Stated value At Dec. 31, 2020 43,309 Issuance of shares to settle contingent consideration (4,879) Shares released on vesting of equity incentive plan (4,382) Stock-based compensation 3,650 Issuance of shares on conversion of RSUs (2,341) At Dec. 31, 2021 35,357 Issuance of shares on exercise of stock options (680) Shares released on vesting of equity incentive plan (12,867) Stock-based compensation 17,041 Released on vesting of RSU's (5,135) At Dec. 31, 2022 33,716 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, 2022 (year ended December 31, 2021 - Nil). There were 150,000 stock options exercised during the year ended December 31, 2022 (year ended December 31, 2021 - Nil). 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, December 31, 2020 162,500 23.61 Options exercisable, December 31, 2020 162,500 23.61 Options outstanding, December 31, 2021 162,500 23.61 Options exercisable, December 31, 2021 162,500 23.61 Options exercised (150,000) 23.30 Options outstanding, December 31, 2022 (1) 12,500 27.30 Options exercisable, December 31, 2022 (1) 12,500 27.30 (1) Outstanding options have 3.4 years remaining on their contractual life. 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 372,000 RSUs granted during the year ended December 31, 2022 (year ended December 31, 2021 -1,182). Number of 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 Acquired 180,594 Released on vesting (324,568) Unvested common shares held by the Trust, Dec. 31, 2022 630,431 The table below presents details of stock based compensation, which is presented in the Compensation line of the consolidated statements of operations and comprehensive income. For the years ended Dec. 31, 2022 Dec. 31, 2021 Amortization of stock based compensation (1) 16,496 3,650 Deferred annual incentive plan 545 — Total stock-based compensation 17,041 3,650 (1 ) Included in this amount is amortization of stock based compensation of $1,950 for the year ended December 31, 2022 (year ended December 31, 2021 - $Nil) related to the transition of the former CEO. 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, 2022 Dec. 31, 2021 Numerator (in thousands $): Net income - basic and diluted 17,632 33,185 Denominator (Number of shares in thousands): Weighted average number of common shares 25,923 25,695 Weighted average number of unvested shares purchased by the Trust (857) (817) Weighted average number of common shares - basic 25,066 24,878 Weighted average number of dilutive stock options 13 163 Weighted average number of unvested shares under EIP 1,107 867 Weighted average number of common shares - diluted 26,186 25,908 Net income per common share Basic 0.70 1.33 Diluted 0.67 1.28 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 New Self-Regulatory Organization of Canada (a consolidation of the Investment Industry Organization of Canada and the Mutual Fund Dealers Association of Canada (the "New SRO"), 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, 2022 and 2021, all entities were in compliance with their respective capital requirements. |