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SHARE-BASED COMPENSATION (Block) | 12 Months Ended
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Dec. 31, 2012
Disclosure Of Compensation Related Costs Sharebased Payments Abstract |
Disclosure Of Compensation Related Costs Share Based Payments Text Block | 11. SHARE-BASED COMPENSATION Equity Compensation Plan Under the Entercom Equity Compensation Plan (the “Plan”), the Company is authorized to issue share-based compensation awards to key employees, directors and consultants. The RSUs and options that have been issued generally vest over periods of up to four years. The options expire ten years from the date of grant. The Company issues new shares of Class A common stock upon the exercise of stock options and the later of vesting or issuance o f RSUs. On January 1 of each year, the number of shares of Class A common stock authorized under the Plan is automatically increased by 1.5 million, or a lesser number as may be determined by the Company's Board of Directors. On January 1, 201 2, the shares available for grant automatically increased by 1.5 million to 4.2 million shares. The Board o f Directors elected to forego an increase on January 1, 2013. The Plan includ es certain performance criteria for purposes of satisfying expense deduction requirements for income tax purposes. A sub-limit for RSUs was removed by shareholder vote at the Company's May 2011 shareholders' meeting. Accounting For Share-Based Compensation T he measurement and recognition of compensation expense, for all share-based payment awards made to employees and directors, is based on estimated fair values. The Company estimates the fair value of option awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company's consolidated statement s of operations. The Company used the straight-line single option method for recognizing compensation expense, which was reduced for estimated forfeitures based on awards ultimately expected to vest. Estimated forfeitures are re vised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. RSU Activity The following table presents for the periods indicated: (1) RSUs issued, net of forfeitures; (2) the increase (decrease) to paid-in capital over the vesting period of the RSUs; (3) the number of RSUs that were both vested and released; and (4) the unamortized compensation expense, net of forfeitures, related to unvested RSUs:
|  | Years Ended December 31,
|  | 2012 |  | 2011 |  | 2010
|  | Shares |  | Amount |  | Shares |  | Amount |  | Shares |  | Amount
|  | (amounts in thousands)
RSUs issued |  |  | 307 |  | $ | 2,133 |  |  | 445 |  | $ | 4,721 |  |  | 1,024 |  | $ | 11,361
RSUs forfeited |  |  | (26) |  |  | (235) |  |  | (28) |  |  | (474) |  |  | (85) |  |  | (1,242)
Net RSUs issued and increase |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
(decrease) to paid-in capital |  |  | 281 |  | $ | 1,898 |  |  | 417 |  | $ | 4,247 |  |  | 939 |  | $ | 10,119
RSUs vested and released |  |  | 659 |  |  |  |  |  | 886 |  |  |  |  |  | 527 |  |  |
The following is a summary of the changes in RSUs under the Plan during the current period:
|  |  |  | Number |  |  |  |  | Weighted |  | Aggregate
|  |  |  | Of |  | Weighted |  | Average |  | Intrinsic
|  |  |  | Restricted |  | Average |  | Remaining |  | Value As Of
|  |  |  | Stock |  | Purchase |  | Contractual |  | December 31,
| Period Ended |  |  | Units |  | Price |  | Term (Years) |  | 2012
RSUs outstanding as of: | December 31, 2011 |  |  | 1,860,577 |  |  |  |  |  |  |  |
RSUs awarded |  |  |  | 306,556 |  |  |  |  |  |  |  |
RSUs released |  |  |  | (659,381) |  |  |  |  |  |  |  |
RSUs forfeited |  |  |  | (26,484) |  |  |  |  |  |  |  |
RSUs outstanding as of: | December 31, 2012 |  |  | 1,481,268 |  | $ | - |  | 1.1 |  | $ | 10,339,251
RSUs vested and expected |  |  |  |  |  |  |  |  |  |  |  |
to vest as of: | December 31, 2012 |  |  | 1,388,230 |  | $ | - |  | 1.1 |  | $ | 9,082,613
RSUs exercisable (vested and |  |  |  |  |  |  |  |  |  |  |  |
deferred) as of: | December 31, 2012 |  |  | 86,996 |  | $ | - |  | 0.0 |  | $ | 607,232
Weighted average remaining |  |  |  |  |  |  |  |  |  |  |  |
recognition period in years |  |  |  | 1.9 |  |  |  |  |  |  |  |
Unamortized compensation |  |  |  |  |  |  |  |  |  |  |  |
expense, net of estimated |  |  |  |  |  |  |  |  |  |  |
forfeitures |  |  | $ | 5,714,641 |  |  |  |  |  |  |  |
RSUs With Service And Market Conditions During the fourth quarter of 2010, the Company issued RSUs with service and market conditions where these shares vest upon the performance of the Company's stock over a defined measurement period. The market condition allow s for vesting of portions of the award if certain shareholder performance targets are met. The compensation expense is recognized even if the market conditions are not satisfied and are only reversed in the event the service period is not fulfilled. The following table presents certain information for RSUs with market conditions for the periods indicated:
|  |  | Years Ended December 31,
|  |  | 2012 |  | 2011 |  | 2010
|  |  | (amounts in thousands, except years)
RSUs Granted With Market Conditions |  |  |  |  |  |  |  |  |  |
| Number of RSUs issued |  |  | - |  |  |  | - |  |  | 300
| Fair value of RSUs issued |  | $ | - |  |  | $ | - |  | $ | 3,219
| Amortization period of grant in years |  |  | - |  |  |  | - |  |  | 1.6 to 2.0
Reconciliation Of RSUs With Market Conditions |  |  |  |  |  |  |  |  |  |
| Beginning of period balance |  |  | 300 |  |  |  | 300 |  |  | 113
| Number of RSUs granted |  |  | - |  |  |  | - |  |  | 300
| Number of RSUs forfeited |  |  | - |  |  |  | - |  |  | (57)
| Number of RSUs vested |  |  | (100) |  |  |  | - |  |  | (56)
| End of period balance |  |  | 200 |  |  |  | 300 |  |  | 300
Valuation Of RSUs The fair value of RSUs with service conditions is estimated based on the market value stock price on the date of the grant. To determine the fair value of RSUs with service and market conditions, the Company used the Monte Carlo simulation lattice model. The Company's determination of the fair value was based on the number of shares granted, the Company's stock price on the date of grant and certain assumptions regarding a number of highly complex and subjective variables. If other reasonable assumptions were used, the results could differ. The Company made assumptions with respect to the following when applying the Monte Carlo simulation model: Expected Volatility Term Structure - The Company estimated the volatility term structure using: (1) the historical volatility of its stock; and (2) the implied volatility provided by its traded options from a trailing month's average of the closing bid-ask price quotes. Risk-Free Interest Rate - The Company estimated the risk-free interest rate based upon the implied yield available on U.S. Treasury issues using Treasury bond rate as of the date of grant. Expected Dividend Yield - The Company calculated the expected dividend yield at the time of grant based upon the Company's most recent history and the Company's stock price on the date of grant. The specific assumptions used for this valuation are as follows:
| Year Ended
| December 31,
| 2010
Expected Volatility Structure | 59% to 78%
Risk Free Interest Rate | 0.1% to 1.1%
Expected Dividend Yield | 0.0%
Options Option Activity The following table
|  | Years Ended December 31,
Other Option Disclosures |  | 2012 |  | 2011 |  | 2010
|  | From |  | To |  | From |  | To |  | From |  | To
Exercise price range of options issued |  | $ | - |  | $ | - |  | $ | - |  | $ | - |  | $ | 12.08 |  | $ | 12.08
Upon vesting, period to exercise |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 1 |  |  | 10
Fair value per option issued |  | $ | - |  |  |  |  | $ | - |  |  |  |  | $ | 7.84 |  |  |
|  | (amounts in thousands)
Intrinsic value of options exercised |  | $ | 508 |  |  |  |  | $ | 528 |  |  |  |  | $ | 899 |  |  |
Tax benefit from options exercised, before |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
impact of valuation allowance |  | $ | 192 |  |  |  |  | $ | 209 |  |  |  |  | $ | 355 |  |  |
Cash received from exercise price of |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
options exercised |  | $ | 135 |  |  |  |  | $ | 71 |  |  |  |  | $ | 130 |  |  |
Number of options issued |  |  | - |  |  |  |  |  | - |  |  |  |  |  | 3 |  |  |
The following table presents the option activity during the current year ended under the P lan:
|  |  |  |  |  |  |  |  | Weighted |  | Intrinsic
|  |  |  |  |  | Weighted |  | Average |  | Value
|  |  |  |  |  | Average |  | Remaining |  | As Of
|  |  | Number Of |  | Exercise |  | Contractual |  | December 31,
| Period Ended |  | Options |  | Price |  | Term (Years) |  | 2012
Options outstanding as of: | December 31, 2011 |  |  | 876,025 |  | $ | 2.84 |  |  |  |  |
Options granted |  |  |  | - |  |  |  |  |  |  |  |
Options exercised |  |  |  | (101,350) |  |  | 1.34 |  |  |  |  |
Options forfeited |  |  |  | (12,500) |  |  | 2.41 |  |  |  |  |
Options expired |  |  |  | (22,375) |  |  | 25.23 |  |  |  |  |
Options outstanding as of: | December 31, 2012 |  |  | 739,800 |  | $ | 2.38 |  | 6.0 |  | $ | 3,868,897
Options vested and expected to vest as of: | December 31, 2012 |  |  | 737,780 |  | $ | 2.38 |  | 6.0 |  | $ | 3,858,687
Options vested and exercisable as of: | December 31, 2012 |  |  | 516,239 |  | $ | 2.79 |  | 6.0 |  | $ | 2,628,917
Weighted average remaining |  |  |  |  |  |  |  |  |  |  |  |
recognition period in years |  |  |  | 0.1 |  |  |  |  |  |  |  |
Unamortized compensation expense, |  |  |  |  |  |  |  |  |  |  |  |
net of estimated forfeitures |  |  | $ | 32,617 |  |  |  |  |  |  |  |
The following table summarizes significant ranges of outstanding and exercisable options as of the current period:
|  |  |  |  |  | Options Outstanding |  | Options Exercisable
|  |  |  |  |  | Number Of |  | Weighted |  |  |  |  | Number Of |  |  |
|  |  |  |  |  | Options |  | Average |  | Weighted |  | Options |  | Weighted
|  |  |  |  |  | Outstanding |  | Remaining |  | Average |  | Exercisable |  | Average
|  |  |  |  |  | December 31, |  | Contractual |  | Exercise |  | December 31, |  | Exercise
Exercise Prices |  | 2012 |  | Life |  | Price |  | 2012 |  | Price
$ | 1.34 |  | $ | 1.34 |  | 680,800 |  | 6.1 |  | $ | 1.34 |  | 462,239 |  | $ | 1.34
$ | 2.02 |  | $ | 6.62 |  | 20,000 |  | 6.8 |  | $ | 5.52 |  | 15,000 |  | $ | 5.52
$ | 10.90 |  | $ | 11.69 |  | 20,500 |  | 5.0 |  | $ | 11.46 |  | 20,500 |  | $ | 11.46
$ | 11.78 |  | $ | 48.21 |  | 18,500 |  | 3.1 |  | $ | 27.24 |  | 18,500 |  | $ | 27.24
$ | 1.34 |  | $ | 48.21 |  | 739,800 |  | 6.0 |  | $ | 2.38 |  | 516,239 |  | $ | 2.79
| Option Valuation Estimates
| Years Ended December 31,
| 2012 |  | 2011 |  | 2010
Expected life (years) |  | no options issued |  |  | no options issued |  | 6.3
Expected volatility factor (%) |  |  | 69.2%
Risk-free interest rate (%) |  |  | 3.0%
Expected dividend yield (%) |  |  | 0.0%
The Company's determination of the fair value of share-based payment awards on the date of grant using an option-pricing model is affected by the Company's stock price, as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the Company's expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. Option-pricing models were developed for use in estimating the value of traded options that have no vesting or hedging restrictions and are fully transferable. The Company's stock options have certain characteristics that are different from traded options, and changes in the subjective assumptions could affect the estimated value. For options granted, the Company used the Black-Scholes option-pricing model and determined: (1) the term by using the simplified plain-vanilla method as the Company's employee exercise history may not be indicative for estimating future exercises ; (2) a historical volatility over a period commensurate with the expected term, with the observation of the volatility on a daily basis; (3) a risk-free interest rate that was consistent with the expected term of the stock options and based on the U.S. Treasury yield curve in effect at the time of the grant; and (4) an annual dividend yield based upon the Company's most recent quarterly dividend at the time of grant. Recognized Non-Cash Compensation Expense Stock-based compensation expense consisted primarily of RSU awards. The following summarizes recognized stock-based compensation expense included in the Company's line item expense for awards:
| Years Ended December 31,
| 2012 |  | 2011 |  | 2010
|  | (amounts in thousands)
Station operating expenses | $ | 584 |  | $ | 776 |  | $ | 1,357
Corporate general and administrative expenses |  | 5,170 |  |  | 6,895 |  |  | 4,171
Stock-based compensation expense included in operating expenses |  | 5,754 |  |  | 7,671 |  |  | 5,528
Income tax benefit before an valuation allowance |  | 1,540 |  |  | 2,107 |  |  | 1,762
Net stock-based compensation expense | $ | 4,214 |  | $ | 5,564 |  | $ | 3,766

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- 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 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5444-113901 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher AICPA -Name Statement of Position (SOP) -Number 93-6 -Paragraph 53 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 14 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 123R -Paragraph 64, 65, A240 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 5: 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 6: 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 7: 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=6406099&loc=d3e25284-112666 Reference 8: 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 + Details
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