Quarterly report pursuant to Section 13 or 15(d)

STOCK INCENTIVE PLAN

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STOCK INCENTIVE PLAN
3 Months Ended
Mar. 31, 2013
STOCK INCENTIVE PLAN

NOTE 5. 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.”

The following table reflects the components of stock-based compensation expense recognized in the Condensed Consolidated Statements of Operations for the three months ended March 31, 2012 and 2013:

 

     Three Months Ended March 31,  
     2012     2013  
     (Dollars in thousands)  

Stock option compensation expense included in Corporate expenses

   $ 207      $ 78   

Restricted stock shares compensation expense included in Corporate expenses

     —          481   

Stock option compensation expense included in Broadcast operating expenses

     87        169   

Stock option compensation expense included in Internet operating expenses

     28        74   

Stock option compensation expense included in Publishing operating expenses

     5        18   
  

 

 

   

 

 

 

Total stock-based compensation expense, pre-tax

   $ 327      $ 820   

Tax provision for stock-based compensation expense

     (143     (328
  

 

 

   

 

 

 

Total stock-based compensation expense, net of tax

   $ 184      $ 492   
  

 

 

   

 

 

 

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 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 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 dividend payments authorized and declared on our Class A and Class B common stock. 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 three months ended March 31, 2012 and 2013:

 

     Three Months Ended March 31,  
     2012     2013  

Expected volatility

     102.4     100.78

Expected dividends

     5.07     2.05

Expected term (in years)

     8.2        6.6   

Risk-free interest rate

     1.66     1.06

 

Stock option information with respect to the company’s stock-based equity plans during the three months ended March 31, 2013 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, 2013

     1,927,099       $ 4.37       $ 3.45         5.4 years       $ 3,899   

Granted

     735,750       $ 6.93       $ 4.90         

Exercised

     47,041       $ 2.73       $ 8.17         

Forfeited or expired

     35,775       $ 12.39       $ 7.62         
  

 

 

             

Outstanding at March 31, 2013

     2,580,033       $ 5.02       $ 3.72         5.9 years         8,595   
  

 

 

             

Exercisable at March 31, 2013

     781,592       $ 6.11       $ 4.74         3.3 years         2,503   
  

 

 

             

Expected to Vest

     1,707,621       $ 4.54       $ 3.28         7.0 years         5,785   
  

 

 

             

The aggregate intrinsic value represents the difference between the company’s closing stock price on March 28, 2013 of $7.93 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 three months ended March 31, 2012 and 2013 was $0.5 million and $0.5 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 three months ended March 31, 2013, the company granted restricted stock awards to certain members of management. These restricted stock awards vested immediately, although they contain transfer restrictions under which they cannot 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 to be issued and outstanding from the date of grant.

Information regarding the Company’s restricted stock during the three months ended March 31, 2013 is as follows:

 

Restricted Stock Units

   Shares     Weighted Average Grant
Date Fair Value
 

Outstanding at January 1, 2013

          $ —     

Granted

     79,810        6.02   

Vested

     (79,810     6.02   

Forfeited

            —     
  

 

 

   

Non-Vested at March 31, 2013

          $ —     
  

 

 

   

As of March 31, 2013, there was $4.3 million of total unrecognized compensation cost related to non-vested awards of stock options and restricted stock. This cost is expected to be recognized over a weighted-average period of 2.2 years.