XML 32 R16.htm IDEA: XBRL DOCUMENT
v3.3.1.900

Stock-Based Compensation | 12 Months Ended
--- | ---
Dec. 31, 2015
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] |
Stock-Based Compensation | Stock-Based Compensation We maintain a stock-based compensation program intended to attract, retain and provide incentives for talented employees and directors and align stockholder and employee interests. Currently, we grant options and restricted stock units ("RSUs") from the 2010 Equity Compensation Plan (“2010 ECP”). Option and restricted stock unit vesting periods are generally up to three years. Compensation Expense We recorded stock-based compensation expense for all equity incentive plans of approximately $707,544 and $991,948 for the years ended December 31, 2015 and 2014, respectively. Total compensation cost not yet recognized at December 31, 2015 was $2,763,214 to be recognized over a weighted-average recognition period of 1.6 years. Significant Grants and Cancellations 2015 On April 20, 2015, we granted members of our board of directors a total of 51,948 RSUs with a weighted average fair value of $2.31 a share which fully vest on March 31, 2016. On July 27, 2015 and August 4, 2015, we granted certain employees service and performance RSUs totaling 965,500 shares with a weighted average fair value $3.03 per share. The service RSUs vest annually over a three year period, commencing in July 2016, at the rate of 25% of the grant in year one and year two and the remaining 50% of the grant vesting on the third anniversary of the grant date. The awarding of the performance RSUs in contingent upon achieving certain revenue and profit targets and vest annually, one-third upon each anniversary of the grant date. 2014 On April 1, 2014, we granted certain employees a total of 82,000 RSUs with a weighted average fair value of $0.80 per share which vest annually over three years. On April 22, 2014, we also granted employees a performance RSU contingent upon achieving 2014 profit targets. On January 21, 2015, the number of RSUs vested under the April 22, 2014 performance grant was 697,853 shares with a weighted average fair value of $1.13 per share. On April 29, 2014, we granted members of our board of directors a total of 102,560 RSUs with a weighted average fair value of $0.78 a share which were fully vested at March 31, 2015. In September 2014, 20,073 RSUs were granted to a new director with a weighted average fair value of $1.53 per share which were fully vested at March 31, 2015. Award Information and Activity The following table summarizes the stock grants outstanding under our 2005 Long-Term Incentive Plan ("2005 LTIP") and 2010 ECP plans as of December 31, 2015:
| Options Outstanding |  | RSUs Outstanding |  | Options and RSUs Exercised |  | Available Shares |  | Total
2010 ECP | 250,498 |  |  | 1,089,796 |  |  | 1,965,734 |  |  | 529,917 |  |  | 3,835,945 |
2005 LTIP (*) | 33,748 |  |  | 139,973 |  |  | 810,112 |  |  | — |  |  | 983,833 |
Total | 284,246 |  |  | 1,229,769 |  |  | 2,775,846 |  |  | 529,917 |  |  | 4,819,778 |
(*) Expired June 2015 The fair value of restricted stock units is determined using market value of the common stock on the date of the grant. The fair value of stock options is determined using the Black-Scholes-Merton valuation model. The use of this valuation model involves assumptions that are judgmental and highly sensitive in the determination of compensation expense and include the expected life of the option, stock price volatility, risk-free interest rate, dividend yield, exercise price, and forfeiture rate. Forfeitures are estimated at the time of valuation and reduce expense ratably over the vesting period. The forfeiture rate, which is estimated at a weighted average of 0% of unvested options outstanding, is adjusted periodically based on the extent to which actual forfeitures differ, or are expected to differ, from the previous estimate. At December 31, 2015, the 2005 LTIP and 2010 ECP plans had outstanding options of 284,246 options and all were exercisable with an aggregate intrinsic value of $0, a weighted average exercise price of $2.78 and a weighted average remaining contractual term of 4.8 years. The total fair value of options vested during 2015 and 2014 was approximately $0 and $66,000, respectively. The following table summarizes our stock option activity under the 2005 LTIP and 2010 ECP plans during 2015:
| Options |  | Weighted Average Exercise Price
Outstanding, beginning of year | 284,246 |  |  | $ | 2.78 |
Granted | — |  |  | $ | — |
Forfeited, expired or cancelled | — |  |  | $ | — |
Exercised | — |  |  | $ | — |
Outstanding, end of year | 284,246 |  |  | $ | 2.78 |
Exercisable, end of year | 284,246 |  |  | $ | 2.78 |
We also have a separate plan which we acquired from Vertro. This plan is not authorized to issue any additional shares. During 2015, options in the amount of 43,481 shares with a weighted average exercise price of $17.42 expired. At December 31, 2015 we had 38,650 options outstanding and exercisable under this plan with a weighted average exercise price of $16.01. The weighted average fair value of these options is $0, and their aggregate intrinsic value is also $0. The weighted average remaining contractual life of the outstanding and exercisable options is less than 1.0 year. The exercise price of these options is $16.01. The following table summarizes information about stock options outstanding as of December 31, 2015:
Range of Exercise Price |  | Shares |  | Weighted Average Remaining Contractual Life ( Years) |  | Weighted Average Exercise Price
$0.00 – $16.01 |  | 284,246 |  |  | 4.8 |  | $ | 2.78 |
No options were granted during 2015 or 2014. Expected volatility is based on the historical volatility of our common stock over the period commensurate with or longer than the expected life of the options. The expected life of the options is based on the vesting schedule of the option in relation to the overall term of the option. The risk free interest rate is based on the market yield of the U.S. Treasury Bill with a term equal to the expected term of the option awarded. We do not anticipate paying any dividends so the dividend yield in the model is zero. The following table summarizes our restricted stock activity for 2015:
| Restricted Stock |  | Weighted Average Fair Value
Outstanding, beginning of year | 1,177,298 |  |  | $ | 1.02 |
Granted | 1,030,435 |  |  | $ | 2.99 |
Exercised | (924,182 | ) |  | $ | 0.89 |
Forfeited | (53,782 | ) |  | $ | 2.70 |
Outstanding, end of year | 1,229,769 |  |  | $ | 2.69 |

X
- Definition The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 40 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6418621&loc=d3e17540-113929 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 50 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=51659978&loc=d3e25284-112666 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5047-113901 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5444-113901 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 14 + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration