Salem Media Group, Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Stock Incentive Plan

Stock Incentive Plan

6 Months Ended

Jun. 30, 2022

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock Incentive Plan

NOTE 15. STOCK INCENTIVE PLAN

We recognize

non-cash

stock-based compensation expense based on the estimated fair value of awards in accordance with FASB ASC Topic 718 “

Compensation—Stock Compensation

.” Stock-based compensation expense fluctuates over time as a result of the vesting periods for outstanding awards and the number of awards that actually vest.

The following table reflects the components of stock-based compensation expense recognized in the Condensed Consolidated Statements of Operations for the three and

six-month

periods ended June 30, 2022 and 2021:


	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2022			2021			2022
	(Dollars in thousands)						(Dollars in thousands)
Stock option compensation expense included in unallocated corporate expenses	$	24		$	34		$	52		$	36
Restricted stock shares compensation expense included in corporate expenses		—			—			—			54
Stock option compensation expense included in broadcast operating expenses		33			19			61			49
Stock option compensation expense included in digital media operating expenses		27			15			49			35

Total stock-based compensation expense, pre-tax	$	84		$	68		$	162		$	174

Tax expense for stock-based compensation expense		(22	)		(18	)		(42	)		(45	)

Total stock-based compensation expense, net of tax	$	62		$	50		$	120		$	129

The weighted-average assumptions used to estimate the fair value of the stock options using the Black-Scholes valuation model were as follows for the three and

six-month

periods ended June 30, 2022 and 2021:


	Three Months Ended		Six Months Ended			Three Months Ended		Six Months Ended
	June 30, 2021		June 30, 2021			June 30, 2022		June 30, 2022
Expected volatility		n/a		74.83	%		n/a		84.69	%
Expected dividends		n/a		0.00	%		n/a		0.00	%
Expected term (in years)		n/a		7.7			n/a		9.5
Risk-free interest rate		n/a		0.96	%		n/a		1.61	%

Activity with respect to the company’s option awards during the

six-month

period ended June 30, 2022 is as follows:


Options	Shares			Weighted Average Exercise Price		Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
	(Dollars in thousands, except weighted average exercise price and weighted average grant date fair value)
Outstanding at January 1, 2022		1,900,417		$	3.01	$	1.37		4.4 years	$	1,310
Granted		100,000			3.26		2.66				—
Exercised		(40,913	)		2.31		1.16				50
Forfeited or expired		(166,164	)		6.10		3.47				—

Outstanding at June 30, 2022		1,793,340			2.76		1.25		4.5 years	$	549

Exercisable at June 30, 2022		1,066,090			3.36		1.40		3.0 years		174

Expected to Vest		690,524			2.78		1.26		4.5 years	$	530

Activity with respect to the company’s restricted stock awards during the

six-month

period ended June 30, 2022 is as follows:


Restricted Stock Awards	Shares		Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
	(Dollars in thousands, except weighted average exercise price and weighted average grant date fair value)
Outstanding at January 1, 2022		—		—		—		—
Granted		14,854		3.66		—	$	54
Lapsed		—		—		—		—
Forfeited		—		—		—		—

Outstanding at June 30, 2022		14,854		3.66		1.7	$	31

The aggregate intrinsic value represents the difference between the company’s closing stock price on June 30, 2022 of $2.12 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 periods ended June 30, 2022 and 2021, was $0.3 million.

As of June 30, 2022, there was $0.4 million of total unrecognized compensation cost related to

non-vested

stock option awards. This cost is expected to be recognized over a weighted-average period of 3.1 years.