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FORM 10-K/A GAMCO Investors, Inc. - Gabelli

FORM 10-K/A GAMCO Investors, Inc. - Gabelli

FORM 10-K/A GAMCO Investors, Inc. - Gabelli

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If we had elected for 2001 and 2002 to account for our stock options under the fair value method of SFAS No. 123 “Accounting for Stock Based Compensation,” our net income<br />

and net income per share would have been reduced to the pro forma amounts indicated below:<br />

2004 (a) 2005 (a) (b) 2006 (b)<br />

Net income (in thousands):<br />

As reported $ 62,591 $ 63,941 $ 71,927<br />

Additional stock based compensation expense estimated using the fair value based method (137) - -<br />

Related income tax benefits 51 - -<br />

Pro forma $ 62,505 $ 63,941 $ 71,927<br />

Net income per share – Basic<br />

As reported $ 2.11 $ 2.15 $ 2.52<br />

Pro forma $ 2.11 $ 2.15 $ 2.52<br />

Net income per share – Diluted<br />

As reported $ 2.06 $ 2.11 $ 2.49<br />

Pro forma $ 2.06 $ 2.11 $ 2.49<br />

Stock Repurchase Program<br />

In 1999, the Board of Directors established the Stock Repurchase Program through which we have been authorized to purchase up to $9 million of our class A common<br />

stock. We completed the Stock Repurchase Program during the first quarter of 2001 and on March 2, 2001 the Board of Directors authorized the repurchase of an additional $3<br />

million of our class A common stock. On September 17, 2001, the Board of Directors raised the amount authorized to repurchase shares to $<strong>10</strong> million. In 2002, the Board of<br />

Directors raised the amount authorized by $5 million in July and an additional $<strong>10</strong> million in December. In 2004, the Board of Directors raised the amount authorized by $12 million<br />

in May, an additional $25 million in August and by an additional 1 million shares in October. In addition, the Board of Directors also authorized $25 million to be used for an<br />

accelerated stock repurchase program as further discussed below. During 2005, the Board of Directors authorized additional repurchases of 500,000 shares each in August and<br />

November. During 2006, the Board of Directors authorized additional repurchases of 500,000 shares in March, and 400,000 shares in May and November. We also repurchased<br />

300,000 shares of our class B common stock held by GGCP, our parent, which was converted to class A common stock in December 2002 at $28.20 per share and an aggregate<br />

cost of $8.46 million. The repurchase of these shares are not included in determining the total dollars available under the Stock Repurchase Program. In 2005 and 2006, we<br />

repurchased 861,000 and 1,335,032 shares at an average price of $43.22 per share and $40.88 per share, respectively. There remain 1,047,761 shares available under this<br />

program at December 31, 2006. Under the program, we have repurchased 4,669,658 shares at an average price of $39.45 per share and an aggregate cost of $184.2 million<br />

through December 31, 2006.<br />

In November 2004, we entered into an accelerated stock repurchase program (“ASR”) whereby we repurchased 400,000 shares of stock from an investment bank for<br />

approximately $18.8 million. The ASR permitted us to repurchase the shares immediately, while the investment bank would purchase the shares in the market over time. The<br />

400,000 shares repurchased under the agreement were subject to a future contingent price adjustment based on the actual prices paid by the investment bank to purchase our stock<br />

in the market over time. At December 31, 2004, the investment bank had purchased 203,500 shares resulting in a contingent purchase liability of approximately $120,000 for the<br />

Company. During 2005, the investment bank completed its share repurchases resulting in a reduction to the original purchase agreement of approximately $35,000.<br />

Dividends<br />

(a) Restated as described in note A of item 8 of this report on Form <strong>10</strong>-K/A.<br />

(b) Restated as described in the explanatory note of this report on Form <strong>10</strong>-K/A.<br />

During 2004, we paid dividends of $1.16 per share to class A and class B shareholders totaling $34,006,352. During 2005, we paid dividends of $0.69 per share to class A and<br />

class B shareholders totaling $20,121,556. During 2006, we paid dividends of $0.12 per share to class A and class B shareholders totaling $3,412,501.<br />

F-24

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