Stockholders' Equity

6 Months Ended

Jun. 30, 2016

Stockholders' Equity [Abstract]

Stockholders' Equity

G. Stockholders' Equity

Shares outstanding were 29.8 million, 29.8 million and 25.7 million on June 30, 2016, December 31, 2015 and June 30, 2015, respectively.

Dividends

	Payment	Record
	Date	Date	Amount
Three months ended March 31, 2016	March 29, 2016	March 15, 2016	$	0.02
Three months ended June 30, 2016	June 28, 2016	June 14, 2016		0.02
Three months ended September 30, 2016
Six months ended June 30, 2016			$	0.04
Three months ended March 31, 2015	March 31, 2015	March 17, 2015	$	0.07
Three months ended June 30, 2015	June 30, 2015	June 16, 2015		0.07
Three months ended September 30, 2015
Six months ended June 30, 2015			$	0.14

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 GBL 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 3.5 million shares of Class A Stock have been reserved for issuance under the Plans by a committee of the Board of Directors responsible for administering the Plans ("Compensation Committee"). Under the Plans, the committee may grant RSAs 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.

As of June 30, 2016, December 31, 2015 and June 30, 2015, there were 549,700 RSA shares, 553,100 RSA shares and 704,050 RSA shares outstanding, respectively, that were previously issued at an average weighted grant price of $63.99, $64.02 and $67.39, respectively.  These RSA grants occurred prior to the spin-off of Associated Capital.  On November 30, 2015, pursuant to the spin-off, all RSA grant holders received shares of Associated Capital’s Class A common stock as a result of their ownership of their GAMCO unvested RSAs (one share of Associated Capital for each share of GBL).  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 estimated forfeitures, is recognized over the vesting period for these awards which is either (1) 30% over three years from the date of grant and 70% over five years from the date of grant or (2) 30% over three years from the date of grant and 10% each year over years four through ten from the date of grant.  During the vesting period, dividends to RSA holders are held for them until the RSA vesting dates and are forfeited if the grantee is no longer employed by the Company on the vesting dates.  Dividends declared on these RSAs, less estimated forfeitures, are charged to retained earnings (deficit) on the declaration date.

For the three months ended June 30, 2016 and June 30, 2015, we recognized stock-based compensation expense of $1.0 million and $1.6 million, respectively.  For the six months ended June 30, 2016 and June 30, 2015, we recognized stock-based compensation expense of $2.1 million and $3.3 million, respectively.  Actual and projected stock-based compensation expense for RSA shares for the years ended December 31, 2015 through December 31, 2024 (based on awards currently issued or granted) is as follows (in thousands):

		2015		2016		2017		2018		2019		2020		2021		2022		2023		2024
	Q1	$	1,639	$	1,037	$	685	$	464	$	365	$	219	$	145	$	93	$	48	$	7
	Q2		1,640		1,036		685		453		365		204		145		93		48		7
	Q3		1,644		806		602		402		323		169		114		66		24		5
	Q4		4,945		691		520		366		295		145		93		48		7		-
Full Year		$	9,868	$	3,570	$	2,492	$	1,685	$	1,348	$	737	$	497	$	300	$	127	$	19

The total compensation cost related to non-vested RSAs not yet recognized is approximately $8.7 million as of June 30, 2016.  There were no options exercised for the three or six months ended June 30, 2016.  For both the three and six months ended June 30, 2015 proceeds from the exercise of 26,000 stock options were $1.2 million resulting in a tax benefit to GAMCO of $102,000.

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 August 4, 2015, 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, 2016 and June 30, 2015, the Company repurchased 12,532 shares and 108,088 shares, respectively, at an average price per share of $34.61 and $72.34, respectively.  For the six months ended June 30, 2016 and June 30, 2015, the Company repurchased 43,035 shares and 149,481 shares, respectively, at an average price per share of $30.93 and $73.68, respectively.  From the inception of the program through June 30, 2016, 9,595,688 shares have been repurchased at an average price of $44.75 per share.  At June 30, 2016, the total shares available under the program to be repurchased in the future were 539,120.