Quarterly report pursuant to Section 13 or 15(d)


9 Months Ended
Sep. 30, 2013
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  


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 and nine months ended September 30, 2012 and 2013:


     Three Months Ended     Nine Months Ended  
     September 30,     September 30,  
         2012             2013             2012             2013      
     (Dollars in thousands)  

Stock option compensation expense included in corporate expenses

   $ 195      $ 243      $ 652      $ 555   

Restricted stock compensation expense included in corporate expenses


Stock option compensation expense included in broadcast operating expenses

     71        43        241        260   

Stock option compensation expense included in Internet operating expenses

     28        62        87        195   

Stock option compensation expense included in publishing operating expenses

     5        10        15        38   













Total stock-based compensation expense, pre-tax

     299      $ 358        995      $ 1,529   

Tax provision for stock-based compensation expense

     (119     (143     (430     (611













Total stock-based compensation expense, net of tax

   $ 180      $ 215      $ 565      $ 918   













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 three and nine months ended September 30, 2012 and 2013:


     Three Months Ended September 30,    Nine Months Ended September 30,
               2012                    2013                    2012                   2013        

Expected volatility

   n/a    n/a    102.4%   100.78%

Expected dividends

   n/a    n/a    5.07%   2.05%

Expected term (in years)

   n/a    n/a    8.2   6.6

Risk-free interest rate

   n/a    n/a    1.66%   1.06%

Stock option information with respect to the company’s stock-based equity plans during the nine months ended September 30, 2013 is as follows (Dollars in thousands, except weighted average exercise price and weighted average grant date fair value):



   Shares     Weighted Average
Exercise Price
     Weighted Average
Grant Date Fair Value
     Weighted Average
Remaining Contractual
Intrinsic Value

Outstanding at January 1, 2013

     1,927,099      $ 4.37       $ 3.45         5.4 years       $ 8,697   


     735,750      $ 6.93       $ 4.90            994   


     (283,405   $ 3.42       $ 2.36            1,201   

Forfeited or expired

     (83,424   $ 12.08       $ 7.31            59   




Outstanding at September 30, 2013

     2,296,020      $ 5.03       $ 3.54         5.7 years       $ 8,255   




Exercisable at September 30, 2013

     639,204      $ 5.87       $ 4.22         3.1 years         2,331   




Expected to Vest

     1,573,147      $ 4.70       $ 3.28         6.6 years       $ 5,625   




The aggregate intrinsic value represents the difference between the company’s closing stock price on September 30, 2013 of $8.28 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 nine months ended September 30, 2012 and 2013 was $0.5 million and $0.8 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 nine months ended September 30, 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 to be issued and outstanding from the date of grant.

Information regarding the Company’s restricted stock during the nine months ended September 30, 2013 is as follows:


Restricted Stock

   Shares     Weighted Average Grant
Date Fair Value

Outstanding at January 1, 2013

     —        $ —     


     79,810        6.02   


     (79,810     6.02   


     —          —     




Non-Vested at September 30, 2013

     —        $ —     




As of September 30, 2013, there was $3.0 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 1.9 years.