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STOCK-BASED COMPENSATION
12 Months Ended
Dec. 31, 2014
STOCK-BASED COMPENSATION  
STOCK-BASED COMPENSATION

 

15.   STOCK-BASED COMPENSATION

        During 2012, 2013 and 2014 the Company granted options, stock appreciation rights and restricted stock units ("RSUs") to its employees pursuant to its 2009 Stock Incentive Plan/Equity-Based Incentive Program (the "2009 Plan") and 2013 Equity Incentive Plan (the "2013 Plan"), as well as pursuant to individual option agreements that are described in more detail below.

The 2009 Stock Incentive Plan

        In April 2009, the Company's stockholders approved the 2009 Stock Incentive Plan. The 2009 Stock Incentive Plan provided for the authorization of awards covering an aggregate of 7.8 million shares of common stock. In 2009, the Compensation Committee approved the grant of options to purchase up to approximately 6.0 million shares of common stock to Company executives and employees. In addition, during 2010-2012, the Compensation Committee approved an additional grant of options to purchase up to 3.3 million shares of common stock to employees of the Company.

        In March 2013, the Company's Board of Directors approved the Company's 2013 Equity Incentive Plan, described below. As a condition to the receipt of an award under the 2013 Equity Incentive Plan, any employee that held an outstanding option award under the Company's 2009 Stock Incentive Plan was required to forfeit the unvested portion of such award; the vested portion of outstanding option awards remained unaffected by the new program.

The 2013 Equity Incentive Plan

        On March 4, 2013, the Company's Board of Directors approved the Company's 2013 Equity Incentive Plan, which was approved by the Company's stockholders on April 30, 2013 at the 2013 Annual Meeting of Stockholders. The Plan provides for the grant of a variety of forms of awards to acquire up to an aggregate of 2.5 million shares of common stock. The Compensation Committee of the Board has approved an initial round of awards to the Company's employees in the form of restricted stock units ("RSUs") to acquire up to 2.0 million shares of common stock. Such awards entitle the grantees to receive shares of common stock, at no cost, upon the satisfaction of 2013, 2014 and 2015 performance-based vesting conditions and become exercisable on a staggered basis over a period of four years from grant. Performance criteria are to be set by the Board of Directors for each of 2013, 2014 and 2015. The grant date for each sub tranche of the awards is the date when performance criteria for the relevant year are set and communicated to employees. In addition, 2013 Equity Incentive Plan provided one-time condition for RSUs exercise that the closing price of the Company's common stock has exceeded $12.00 per share on at least ten trading days prior to exercise; this condition for all options granted and to be granted under 2013 Equity Incentive Plan has been satisfied in 2013.

        As a condition to the receipt of an award under the Plan, any employee that held an outstanding option award under the Company's 2009 Equity Incentive Plan was required to forfeit the unvested portion of such award; the vested portion of outstanding option awards remained unaffected by the new program. The Company expects to settle employee RSU exercises out of treasury stock.

        The Company's Board of Directors approved performance criteria for the 2013 sub-tranche in respect of 637,800 RSUs with a weighted average per unit grant date fair value of $10.53. As of December 31, 2013, the performance criteria in respect of only one-third of the 2013 sub-tranche had been achieved.

        In 2014, the Company's Board of Directors approved performance criteria for the 2014 sub-tranche under the 2013 Equity Incentive Plan in respect of 783,584 RSUs with a weighted average per unit grant date fair value of $8.36. As of December 31, 2014, the performance criteria in respect of the 2014 sub-tranche had been achieved.

        During 2014, the Company's Board of Directors approved the grant of an additional 887,407 RSUs to the Company's employees, at no cost, upon the satisfaction of 2014, 2015 and 2016 performance-based vesting conditions, exercisable on a staggered basis over a period of four years from grant.

Fair value of Stock-Based Compensation

        Under the provisions of ASC 718, the fair value of stock-based awards that are expected to vest is estimated on the grant date using the Black-Scholes option- pricing model and recognized ratably over the requisite service period. The calculation of compensation cost requires the use of several significant assumptions which are calculated as follows:

Expected forfeitures.  ASC 718 requires that compensation cost only be calculated on those instruments that are expected to vest in the future. The number of stock-based awards that actually vest will usually differ from the total number issued because employees forfeit awards when they do not meet the service or performance conditions stipulated in the agreement. For the forfeitures resulting from failure to meet service conditions, the Company has calculated the forfeiture rate by reference to the historical employee turnover rate. For the forfeitures resulting from failure to meet performance conditions, the Company has calculated the forfeiture rate by reference to the proportion of performance conditions not met.

Expected volatilities.  Expected volatilities are based on historical volatility of the Company's stock and by considering the volatility of the stock of other public companies in the media industry.

Expected term.  The expected life of stock-based awards has been calculated using the "shortcut" method (in cases when the Company's options meet the definition of "plain vanilla") or the "lattice" model.

Risk-free interest rate.  The risk-free interest rates for the periods within the expected term of these awards are based on the US Treasury yield curve in effect at the grant date.

        The assumptions used in the option-pricing models for grants in accordance with the 2009 and 2013 Plans made in the years ending December 31, 2012, 2013 and 2014 were as follows:

                                                                                                                                                                                    

 

 

2012
(2009 Plan)

 

2013
(2013 Plan)

 

2014
(2013 Plan)

Risk free interest rate

 

0.38%–1.20%

 

0.11%–1.07%

 

0.05%–1.33%

Expected option life (years)

 

2.5–5.5

 

0.67–4.00

 

0.42–3.75

Expected dividend yield

 

5.4%–6.28%

 

5.32%–5.66%

 

7.28%–7.39%

Volatility factor

 

51.44%–84.69%

 

36.36%–53.63%

 

35.88%–43.26%

Weighted-average grant date fair value (per share)

 

$
2.24 

 

$
10.53 

 

$
8.36 

 

        The following table summarizes common stock options, equity-based incentive awards and restricted stock units activity for the Company:

                                                                                                                                                                                    

 

 

Restricted stock
units

 

Common Stock Options

 

Equity-based incentive
awards

 

 

 

Quantity

 

Quantity

 

Weighted
Average
Exercise
Price

 

Quantity

 

Weighted
Average
Exercise
Price

 

Outstanding as of December 31, 2013

 

 

534,463

 

 

2,405,068

 

 

19.20

 

 

1,571,319

 

 

14.00

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Granted

 

 

783,584

 

 

15,000

 

 

9.07

 

 

 

 

 

Exercised

 

 

(51,447

)

 

 

 

 

 

 

 

 

Forfeited

 

 

(485,310

)

 

(47,500

)

 

9.07

 

 

 

 

 

Expired

 

 

 

 

(962,706

)

 

21.54

 

 

(1,571,319

)

 

14.00

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Outstanding as of December 31, 2014

 

 

781,290

 

 

1,409,862

 

 

17.84

 

 

 

 

14.00

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

 

        The following table summarizes information about nonvested common stock options, equity-based incentive awards and restricted stock units:

                                                                                                                                                                                    

 

 

Restricted stock
units

 

Common stock
options

 

Equity-based
incentive
awards

 

 

 

Quantity

 

Weighted
Average
Grant-date
Fair
Value

 

Quantity

 

Weighted
Average
Grant-date
Fair
Value

 

Quantity

 

Weighted
Average
Grant-date
Fair
Value

 

Nonvested as of December 31, 2013

 

 

534,463

 

 

10.53

 

 

48,752

 

 

2.43

 

 

 

 

—  

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Granted

 

 

783,584

 

 

8.36

 

 

15,000

 

 

0.77

 

 

 

 

 

Vested

 

 

(51,447

)

 

11.26

 

 

(16,252

)

 

2.43

 

 

 

 

 

Forfeited

 

 

(485,310

)

 

10.10

 

 

(47,500

)

 

1.90

 

 

 

 

—  

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Nonvested as of December 31, 2014

 

 

781,290

 

 

8.62

 

 

 

 

 

 

 

 

—  

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

 

        The following table summarizes information about vested common stock options, equity-based incentive awards and restricted stock units:

                                                                                                                                                                                    

 

 

Restricted stock
units

 

Common Stock Options

 

Equity-based incentive
awards

 

 

 

Quantity

 

            

 

Quantity

 

Weighted
Average
Exercise
Price

 

Weighted
Average
Remaining
Contractual
Term

 

Quantity

 

Weighted
Average
Exercise
Price

 

Weighted
Average
Remaining
Contractual
Term

 

December 31, 2014

 

 

 

 

 

 

 

1,409,862 

 

 

17.84 

 

 

4.7 

 

 

 

 

 

 

 

 

        The intrinsic value of the Company's common stock options outstanding and exercisable as of December 31, 2014 amounted to nil.

        The following table summarizes information about the intrinsic value of Company's common stock options, equity-based incentive awards and restricted stock units exercised during 2012, 2013 and 2014:

                                                                                                                                                                                    

 

 

2012

 

2013

 

2014

 

Total intrinsic value of options exercised

 

$

4,624 

 

$

122 

 

 

 

Total intrinsic value of equity-based incentive awards exercised

 

$

35 

 

$

242 

 

 

 

Total intrinsic value of restricted stock units

 

$

 

$

 

$

457 

 

 

        As of December 31, 2014, all vested options and equity-based incentive awards under the 2009 Plan were exercisable. In the periods ended December 31, 2012, 2013 and 2014, the Company recognized expenses under the 2009 Plan of $4,779, $798 and $16, respectively.

        In the period ended December 31, 2013 and 2014, the Company recognized $1,035 and $3,480 of expense attributable to RSUs under the 2013 Plan, respectively. The Company estimates that the total compensation expense related to awards approved under the 2013 Plan not yet recognized as of December 31, 2014 approximates $8.7 million, of which $1.3 million and $0.7 million relates to RSU granted in 2013 and 2014, respectively, and $6.7 million relates to RSU for which performance criteria for the 2015 and following years are not set, which is expected to be expensed over a weighted average period of 2.6 years. The Company expects to settle employee RSU exercises out of treasury stock.