5.Capital Stock and Dividend Distributions – (Continued from bottom of previous page.)
At June 30, 2019, the Company held in its treasury 7,002,340 shares of Common Stock with an aggregate cost of $231,341,128.
The tax basis distributions during the year ended December 31, 2018 are as follows: ordinary distributions of $8,963,411 and net capital gains distributions of $72,772,740. As of December 31, 2018, distributable earnings on a tax basis totaled $445,891,246 consisting of $3,716,353 from undistributed net capital gains, $252,895 from ordinary income and $441,921,998 from net unrealized appreciation on investments. Reclassifications arising from permanent “book/tax” difference reflect non-tax deductible expenses during the year ended December 31, 2018. As a result, additional paid-in capital was decreased by $1,002,465 and total distributable earnings was increased by $1,002,465. Net assets were not affected by this reclassification. As of December 31, 2018, the Company had wash loss deferrals of $3,186,930 and straddle loss deferrals of $1,103,299.
6.Officers’ Compensation– The aggregate compensation accrued and paid by the Company during the six months ended June 30, 2019 to its officers (identified on back cover) amounted to $3,647,127.
7.Benefit Plans – The Company has funded (qualified) and unfunded (supplemental) noncontributory defined benefit pension plans that are available to its employees. The pension plans provide defined benefits based on years of service and final average salary with an offset for a portion of social security covered compensation. The components of the net periodic benefit cost (income) of the plans for the six months ended June 30, 2019 were:
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Service cost | $235,730
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Interest cost | 482,222 | |
Expected return on plan assets | (757,145 | ) |
Amortization of prior service cost | 141 | |
Amortization of recognized net actuarial loss | 45,794 | |
Net periodic benefit cost | $6,742
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The Company recognizes the overfunded status of its defined benefit postretirement plan as an asset in the Statement of Assets and Liabilities and recognizes changes in funded status in the year in which the changes occur through other comprehensive income.
The Company also has funded (qualified) and unfunded (supplemental) defined contribution thrift plans that are available to its employees. The aggregate cost of such plans for the six months ended June 30, 2019 was $275,436. The qualified thrift plan acquired 36,400 shares in the open market, and distributed to retired employees 220,042 shares of the Company’s Common Stock during the six months ended June 30, 2019 and held 452,022 shares of the Company’s Common Stock at June 30, 2019.
8.Operating Lease Commitment – The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)No. 2016-02, Leases, which requires lessees to reassess if a contract is or contains lease agreements and assess the lease classification to determine if they should recognize a right-of-use asset and offsetting liability on the Statement of Assets and Liabilities that arises from entering into a lease, including an operating lease. The right-of-use asset and offsetting liability is reported on the Statement of Assets and Liabilities in line items entitled, “Present value of future office lease payments.” Since the operating lease does not specify an implicit rate, the right-of-use asset and liability have been calculated using a discount rate of 3.0%, which is based upon high quality corporate interest rates for a term equivalent to the lease period as of January 1, 2018. The annual cost of the operating lease continues to be reflected as an expense in the Statements of Operations and Changes in Net Assets.
In 2017, the Company entered into an operating lease agreement for office space which will expire in 2028 and provide for aggregate rental payments of approximately $6,437,500. The lease agreement contains clauses whereby the Company will receive free rent for a specified number of months and credit towards construction of office improvements and incurs escalations annually relating to operating costs and real property taxes and to annual rent charges beginning in 2023. Rental expense approximated $297,100 for the six months ended June 30, 2019. The Company has the option to extend the lease for an additional five years at market rates. As of June 30, 2019, no consideration has been given to extending this lease. Minimum rental commitments under this operating lease are approximately:
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2019 | $312,000
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2020 | 624,000 | |
2021 | 624,000 | |
2022 | 624,000 | |
2023 | 631,000 | |
Thereafter | 3,206,000 | |
Total Remaining Lease Payments | 6,021,000 | |
Effect of Present Value Discounting | (776,205 | ) |
Present Value of Future Office Lease Payments | $5,244,795
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OTHER MATTERS (Unaudited)
Previous purchases of the Company’s Common and Preferred Stock are set forth in Note 5 on page 10. Prospective purchases of Common and Preferred Stock may be made at such times, at such prices, in such amounts and in such manner as the Board of Directors may deem advisable.
The policies and procedures used by the Company to determine how to vote proxies relating to portfolio securities and the Company’s proxy voting record for the twelve-month period ended June 30, 2019 are available: (1) without charge, upon request, by calling us at our toll-free telephone number (1-800-436-8401), (2) on the Company’s website at www.generalamericaninvestors.com and (3) on the Securities and Exchange Commission’s website at www.sec.gov.
On April 25, 2019, the Company submitted a CEO annual certification to the New York Stock Exchange (“NYSE”) on which the Company’s principal executive officer certified that he was not aware, as of that date, of any violation by the Company of the NYSE’s Corporate Governance listing standards. In addition, as required by Section 302 of the Sarbanes-Oxley Act of 2002 and related SEC rules, the Company’s principal executive and principal financial officer made a semi-annual certification, included in a filing with the SEC on Form N-CSR as of December 31, 2018 relating to, among other things, the Company’s disclosure controls and procedures and internal control over financial reporting, as applicable.