Stockholders' Equity

6 Months Ended

Jun. 30, 2013

Stockholders' Equity [Abstract]

Stockholders' Equity

H. Stockholders' Equity

Shares outstanding were 25.6 million, 25.7 million and 26.6 million on June 30, 2013, December 31, 2012 and June 30, 2012, respectively.

Dividends

Payment Date		Record Date	Amount		Type
Three months ended March 31, 2013	March 26, 2013	March 12, 2013	$	0.05	Regular
Three months ended June 30, 2013	June 25, 2013	June 11, 2013	$	0.05	Regular
Six months ended June 30, 2013			$	0.10
Three months ended March 31, 2012	March 27, 2012	March 13, 2012	$	0.04	Regular
Three months ended June 30, 2012	June 26, 2012	June 12, 2012	$	0.04	Regular
Three months ended June 30, 2012	June 26, 2012	June 12, 2012	$	0.25	Special
Six months ended June 30, 2012			$	0.33

Voting Rights

The holders of Class A Common stock ("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 GAMCO 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 1.5 million shares of Class A Stock have been reserved for issuance under each of the Plans by a committee of the Board of Directors responsible for administering the Plans ("Compensation Committee").  Under the Plans, the committee may grant restricted stock awards ("RSA") 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.  Options granted under the plans typically vest 75% after three years and 100% after four years from the date of grant and expire after ten years.  RSA shares granted under the Plans typically vest 30% after three years and 100% after five years.

On January 3, 2012, the Company approved the granting of 105,300 RSA shares at a grant date fair value of $43.49 per share.  As of June 30, 2012, there were 373,500 RSA shares outstanding that were previously issued at an average weighted grant price of $45.15.  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 forfeitures, was recognized over the vesting period for these awards which is 30% over three years from the date of grant and 70% over five years from the date of grant.  During the vesting period, dividends to RSA holders were being held for them until the RSA vesting dates and were forfeited if the grantee was no longer employed by the Company on the vesting dates.  Dividends declared on these RSAs, less estimated forfeitures, were charged to retained earnings on the declaration date.  During November 2012, the Board of Directors accelerated the lapsing of restrictions on all outstanding RSAs resulting in recognition of $10.1 million in stock compensation expense during 2012 that would have been recorded in 2013 through 2016.  There were no RSAs outstanding at either June 30, 2013 or December 31, 2012.

For the three months ended June 30, 2013 and June 30, 2012, we recognized stock-based compensation expense of $15,000 and $0.9 million, respectively.  For the six months ended June 30, 2013 and June 30, 2012, we recognized stock-based compensation expense of $29,000 and $1.7 million, respectively.  Actual and projected stock-based compensation expense for RSA shares and options for the years ended December 31, 2012 through December 31, 2015 (based on awards currently issued or granted) is as follows ($ in thousands):

		2012		2013		2014		2015
	Q1	$	871	$	15	$	7	$	1
	Q2		869		15		3		-
	Q3		875		15		3		-
	Q4		10,968		15		3		-
Full Year		$	13,583	$	60	$	16	$	1

The total compensation cost related to non-vested options not yet recognized is approximately $47,000 as of June 30, 2013.  There were no options exercised for the three months ended June 30, 2013.  For the three months ended June 30, 2012, proceeds from the exercise of 2,000 stock options were $58,000 resulting in a tax benefit to GAMCO of $3,000.  For the six months ended June 30, 2013 and 2012, proceeds from the exercise of 2,623 and 2,000 stock options, respectively, were $76,000 and $58,000, respectively, resulting in a tax benefit to GAMCO of $16,000 and $3,000, respectively.  The Company recognized $21,000 in tax benefits from 3,900 RSAs that vested during the six months ended June 30, 2012.

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 February 5, 2013, 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, 2013 and June 30, 2012, the Company repurchased 81,726 shares and 3,369 shares, respectively, at an average price per share of $52.73 and $44.08, respectively.  For the six months ended June 30, 2013 and June 30, 2012, the Company repurchased 118,402 shares and 228,102 shares, respectively, at an average price per share of $52.99 and $44.34, respectively.  From the inception of the program through June 30, 2013, 8,600,767 shares have been repurchased at an average price of $41.81 per share.  At June 30, 2013, the total shares available under the program to be repurchased in the future were 534,041.