SHARE-BASED COMPENSATION

6 Months Ended

Jun. 30, 2019

Disclosure Of Compensation Related Costs Sharebased Payments Abstract

Disclosure Of Compensation Related Costs Share Based Payments Text Block

10.SHARE-BASED COMPENSATION

Under the Entercom Equity Compensation Plan (the “Plan”), the Company is authorized to issue share-based compensation awards to key employees, directors and consultants.

Restricted Stock Units (“RSUs”) Activity

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		June 30,
	Period Ended			Units		Price			Term (Years)		2019
	(amounts in thousands)

RSUs outstanding as of:	December 31, 2018			3,685
RSUs awarded				1,648
RSUs released				(1,367)
RSUs forfeited				(280)
RSUs outstanding as of:	June 30, 2019			3,686		$	-		1.7		$	21,308
RSUs vested and expected
to vest as of:	June 30, 2019			3,686		$	-		1.7		$	21,306
RSUs exercisable (vested and
deferred) as of:	June 30, 2019			41		$	-		-		$	239
Weighted average remaining
recognition period in years				2.7
Unamortized compensation
expense			$	25,392

RSUs With Service and Market Conditions

The Company issued RSUs with service and market conditions that are included in the table above. These shares vest if: (i) the Company’s stock achieves certain shareholder performance targets over a defined measurement period; and (ii) the employee fulfills a minimum service period. 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 met, as all of the conditions need to be satisfied. These RSUs are amortized over the longest of the explicit, implicit or derived service periods, which range from approximately one to three years.

The following table presents the changes in outstanding RSUs with market conditions:

			Six Months			Year
			Ended			Ended
			June 30,			December 31,
			2019			2018
			(amounts in thousands, except per share data)
			(amounts in thousands, except per share data)
Reconciliation of RSUs with Service And Market Conditions
	Beginning of period balance			226			650
	Number of RSUs granted			-			-
	Number of RSUs forfeited			(156)			(110)
	Number of RSUs vested			-			(314)
	End of period balance			70			226
	Weighted average fair value of RSUs granted
	with market conditions		$	-		$	-

The fair value of RSUs with service conditions is estimated using the Company’s closing 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.

Option Activity

The following table provides summary information related to the exercise of stock options:

		Six Months Ended June 30,
Option Exercise Data		2019			2018
		(amounts in thousands)

Intrinsic value of options exercised		$	1,272		$	405
Tax benefit from options exercised ⁽¹⁾		$	73		$	107
Cash received from exercise price of options exercised		$	242		$	65

(1)Amounts exclude any impact from any compensation expense subject to Section 162(m) of the Code, which is nondeductible for income tax purposes.

The following table presents the option activity during the current period under the Plan:

Weighted

Intrinsic

Weighted

Average

Value

Average

Remaining

as of

Number of

Exercise

Contractual

June 30,

Period Ended

Options

Price

Term (Years)

2019

Options outstanding as of:
December 31, 2018

755,210

$
9.42

Options granted

-

-

Options exercised

(180,300)

1.34

Options forfeited

-

-

Options expired

(29,828)

10.53

Options outstanding as of:
June 30, 2019

545,082

$
12.03

1.4

$
-
Options vested and expected to

vest as of:
June 30, 2019

545,082

$
12.03

1.4

$
-
Options vested and exercisable as of:
June 30, 2019

545,082

$
12.03

1.4

$
-
Weighted average remaining

recognition period in years

-

Unamortized compensation expense

$
-

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
Range of

Outstanding

Remaining

Average

Exercisable

Average
Exercise Prices

June 30,

Contractual

Exercise

June 30,

Exercise
From

To

2019

Life

Price

2019

Price
$
6.43

$
9.66

204,375

1.4

$
9.62

204,375

$
9.62
$
13.11

$
13.98

340,707

1.4

$
13.48

340,707

$
13.48
$
6.43

$
13.98

545,082

1.4

$
12.03

545,082

$
12.03

Recognized Non-Cash Stock-Based Compensation Expense

The following non-cash stock-based compensation expense, which is related primarily to RSUs, is included in each of the respective line items in the Company’s statement of operations:

		Six Months Ended
		June 30,
		2019			2018
			(amounts in thousands)

Station operating expenses		$	2,668		$	3,643
Corporate general and administrative expenses			4,298			4,010
Stock-based compensation expense included in operating expenses			6,966			7,653
Income tax benefit ⁽¹⁾			1,493			1,598
After-tax stock-based compensation expense		$	5,473		$	6,055

		Three Months Ended
		June 30,
		2019			2018
		(amounts in thousands)

Station operating expenses		$	1,243		$	1,680
Corporate general and administrative expenses			2,150			2,050
Stock-based compensation expense included in operating expenses			3,393			3,730
Income tax benefit ⁽¹⁾			745			779
After-tax stock-based compensation expense		$	2,648		$	2,951
1. Amounts exclude impact from any compensation expense subject to Section 162(m) of the Code, which is nondeductible or income tax purposes.