Annual report pursuant to Section 13 and 15(d)

STOCK INCENTIVE PLAN

v2.4.1.9
STOCK INCENTIVE PLAN
12 Months Ended
Dec. 31, 2014
STOCK INCENTIVE PLAN [Abstract]  
STOCK INCENTIVE PLAN

NOTE 11. STOCK INCENTIVE PLAN

 

The company has one stock incentive plan. The Amended and Restated 1999 Stock Incentive Plan (the “Plan”) allows the company to grant stock options and restricted stock to employees, directors, officers and advisors of the company. A maximum of 5,000,000 shares are authorized under the Plan. Options generally vest over a four-year period and have a maximum term of five years from the vesting date. The Plan provides that vesting may be accelerated upon the occurrence of certain corporate transactions of the company. The Plan provides that the Board of Directors, or a committee appointed by the Board, has discretion, subject to certain limits, to modify the terms of outstanding options. We recognize non-cash stock-based compensation expense related to the estimated fair value of stock options granted in accordance with FASB ASC Topic 718 Compensation—Stock Compensation.

 

During the year ending December 31, 2012, the Board of Directors accelerated the vesting period for two outstanding stock awards issued to two employees. This accelerated vesting resulted in additional compensation expense of $0.1 million recognized in the fourth quarter of 2012. During the year ending December 31, 2014, the Board of Directors accelerated the vesting period for three outstanding stock awards issued to an employee. This accelerated vesting resulted in additional compensation expense of $30,000 recognized in the fourth quarter of 2014. The following table reflects the components of stock-based compensation expense recognized in the Consolidated Statements of Operations for the years ended December 31, 2012, 2013 and 2014:


Year Ended December 31,
2012   2013     2014  
(Dollars in thousands)
Stock option compensation expense included in corporate expenses $ 933     $ 766     $ 1,025  
Restricted stock shares compensation expense included in corporate expenses     —       481       —  
Stock option compensation expense included in broadcast operating expenses     305       302       325  
Stock option compensation expense included in Internet operating expenses     111       253       165  
Stock option compensation expense included in publishing operating expenses     19       47       61  
Total stock-based compensation expense, pre-tax   $ 1,368     $ 1,849     $ 1,576  
Tax benefit (expense) from stock-based compensation expense     (579 )     (740 )     (630 )
Total stock-based compensation expense, net of tax   $ 789     $ 1,109     $ 946  

 

Stock option and restricted stock grants

 

The Plan allows the company to grant stock options and shares of restricted stock to employees, directors, officers and advisors of the company. For grants of stock options, the option exercise price is set at the closing price of the company's common stock on the date of grant, and the related number of shares underlying the stock option is fixed at that point in time. The Plan also provides for grants of restricted stock. Eligible employees may receive stock options annually with the number of shares and type of instrument generally determined by the employee's salary grade and performance level. In addition, certain management and professional level employees typically receive a stock option grant upon commencement of employment. The Plan does not allow key employees and directors (restricted persons) to exercise options during pre-defined blackout periods. Employees may participate in plans established pursuant to Rule 10b5-1 under the Exchange Act that allow them to exercise options according to pre-established criteria.

 

We use the Black-Scholes valuation model to estimate the grant date fair value of stock options and restricted stock. The expected volatility reflects the consideration of the historical volatility of our stock as determined by the closing price over a six to ten year term that is generally commensurate with the expected term of the award. Expected dividends reflect the quarterly distributions authorized and declared on our Class A and Class B common stock as of the grant date. The expected term of the awards are based on evaluations of historical and expected future employee exercise behavior. The risk-free interest rates for periods within the expected term of the award are based on the U.S. Treasury yield curve in effect during the period the options were granted. We use historical data to estimate future forfeiture rates to apply against the gross amount of compensation expense determined using the valuation model.

 

The weighted-average assumptions used to estimate the fair value of the stock options and restricted stock awards using the Black-Scholes valuation model were as follows for the years ended December 31, 2012, 2013 and 2014:

 

Year Ended December 31,  
2012     2013     2014  
Expected volatility 102.37 %     100.78 %     74.98 %
Expected dividends 5.07 %     2.05 %     2.70 %
Expected term (in years)     8.2       6.6       7.8  
Risk-free interest rate     1.66 %     1.06 %     2.27 %


Stock option information with respect to the company's stock-based equity plans during the three years ended December 31, 2014 is as follows (Dollars in thousands, except weighted average exercise price and weighted average grant date fair value):

 

Options   Shares   Weighted Average
Exercise Price
      Weighted Average
Grant Date Fair Value
  Weighted Average
Remaining Contractual
Term
  Aggregate
Intrinsic Value
Outstanding at January 1, 2012   1,640,392   $ 5.01     $ 4.07   5.2 years   $ 584
Granted   626,000   2.74     1.51     1,704
Exercised   (261,205 )   1.57     1.28     910
Forfeited or expired     (78,088 )   14.06     8.03     10,824
Outstanding at December 31, 2012     1,927,099   $ 4.37     $ 3.45   5.4 years   $ 3,899
Exercisable at December 31, 2012     707,024   6.58     5.41   2.9 years   1,004
Expected to Vest     1,158,461   $ 3.09     $ 2.32   6.8 years   $ 2,749
             
Outstanding at January 1, 2013     1,927,099   $ 4.37     $ 3.45   5.4 years   $ 3,899
Granted     735,750   6.93     4.90     1,303
Exercised     (410,983 )   3.46     2.47     1,883
Forfeited or expired     (89,799 )   12.30     7.43     72
Outstanding at December 31, 2013     2,162,067   $ 5.09     $ 3.57   5.5 years   $ 8,491
Exercisable at December 31, 2013     514,751   6.29     4.52   2.7 years   1,919
Expected to Vest     1,564,128   $ 4.71     $ 3.28   6.4 years   $ 6,240
             
Outstanding at January 1, 2014     2,162,067   $ 5.09     $ 3.57   5.5 years   $ 8,491
Granted     25,000   8.40     4.73     —
Exercised     (278,837 )   4.38     3.43     1,260
Forfeited or expired     (92,026 )   12.25     7.89     43
Outstanding at December 31, 2014     1,816,204   $ 4.88     $ 3.39   4.8 years   $ 5,718
Exercisable at December 31, 2014     663,417   5.32     3.90   3.0 years   2,015
Expected to Vest     1,094,574   $ 4.62     $ 3.10   5.9 years   $ 3,515


The aggregate intrinsic value represents the difference between the company's closing stock price on December 31, 2014 of $7.82 and the option exercise price of the shares for stock options that were in the money, multiplied by the number of shares underlying such options. The total fair value of options vested during the years ended December 31, 2012, 2013 and 2014 was $1.2 million, $0.8 million and $1.9 million, respectively.

 

Non-employee directors of the company have been awarded restricted stock grants that vest one year from the date of issuance. During the twelve months ended December 31, 2013, the company granted restricted stock awards to certain members of management. These restricted stock awards vested immediately, but contained transfer restrictions under which they could not be sold, pledged, transferred or assigned until the three-month anniversary from the grant date. The restricted stock awards were independent of option grants and were granted at no cost to the recipient other than applicable taxes owed by the recipient. The awards were considered issued and outstanding from the date of grant.

 

The fair values of shares of restricted stock awards are determined based on the closing price of the company common stock on the grant dates. There were no restricted stock awards outstanding during the year ending December 31, 2012. Information regarding the company's restricted stock during the year ended December 31, 2013 is as follows:

Restricted Stock Shares    
Weighted Average Grant

Date Fair Value
Non-Vested at January 1, 2013   —     $ —
Granted   79,810       6.02
Lapsed   (79,810 )     6.02
Forfeited     —       —
Non-Vested at December 31, 2013     —     $ —

 

As of December 31, 2014, there was $1.0 million of total unrecognized compensation cost related to non-vested awards of stock options. This cost is expected to be recognized over a weighted-average period of 1.48 years.

 

Additional information regarding options outstanding as of December 31, 2013, is as follows:

 

Weighted Average
Contractual Life   Weighted       Weighted  
Range of Remaining   Average   Exercisable   Average  
Exercise Prices Options (Years)   Exercise Price   Options   Exercise Price  
0.36 -  $  3.00     887,704       5.0   $   1.62     259,204   $ 2.17  
3.01  - $  6.00     156,625       2.9     4.20     145,775   5.17  
$ 6.01 -   $  9.00     697,125       5.5     4.90     183,688   6.93  
$ 9.01  -  $ 12.00     45,450       0.7     8.63     45,450   11.80  
$ 12.01 - $ 15.00     29,300       0.4     8.75     29,300   13.88  
0.36 -  $ 15.00     1,816,204       4.8   $   3.39     663,417   $ 5.32