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STOCKHOLDERS' EQUITY
6 Months Ended
Jun. 30, 2019
STOCKHOLDERS' EQUITY  
STOCKHOLDERS' EQUITY

6.    STOCKHOLDERS’ EQUITY:

Stock Repurchase Program

From time to time, the Company’s Board of Directors has authorized repurchases of shares of the Company’s Class A and Class D common stock. On May 5, 2018, the Company authorized repurchases of up to $5.0 million through December 31, 2018. In addition, on December 20, 2018, the Company authorized repurchases up to $1.0 million through December 31, 2019. On May 10, 2019, the Company authorized repurchases up to $2.0 million through December 31, 2019.  As of June 30, 2019, there was no amount remaining under any of these authorizations with respect to the Company’s Class A and Class D common stock. See Note 9 – Subsequent Events. Under open authorizations, repurchases may be made from time to time in the open market or in privately negotiated transactions in accordance with applicable laws and regulations. Shares are retired when repurchased. The timing and extent of any repurchases will depend upon prevailing market conditions, the trading price of the Company’s Class A and/or Class D common stock and other factors, and subject to restrictions under applicable law. When in effect, the Company executes upon stock repurchase programs in a manner consistent with market conditions and the interests of the stockholders, including maximizing stockholder value. During the three months ended June 30, 2019, the Company repurchased 26,171 shares of Class A common stock in the amount of $56,000 at an average price of $2.14 per share and repurchased 899,765 shares of Class D common stock in the amount of approximately $1.8 million at an average price of $2.01 per share.  During the three months ended June 30, 2018, the Company repurchased 232 shares of Class A common stock at an average price of $2.26 per share and repurchased 760,113 shares of Class D common stock in the amount of approximately $1.6 million at an average price of $2.13 per share.  During the six months ended June 30, 2019, the Company repurchased 48,551 shares of Class A common stock in the amount of $106,000 at an average price of $2.19 per share and repurchased 1,268,671 shares of Class D common stock in the amount of approximately $2.6 million at an average price of $2.02 per share. During the six months ended June 30, 2018, the Company repurchased 232 shares of Class A common stock at an average price of $2.26 per share and repurchased 1,760,568 shares of Class D common stock in the amount of approximately $3.5 million at an average price of $2.01 per share.

In addition, the Company has limited but ongoing authority to purchase shares of Class D common stock (in one or more transactions at any time there remain outstanding grants) under the Company’s 2009 Stock Plan and 2019 Equity and Performance Incentive Plan (as defined below). As of May 21, 2019, the 2019 Equity and Performance Incentive Plan will be used to satisfy any employee or other recipient tax obligations in connection with the exercise of an option or a share grant under the 2009 Stock Plan, to the extent that the Company has capacity under its financing agreements (i.e., its current credit facilities and indentures) (each a “Stock Vest Tax Repurchase”). During the three months ended June 30, 2019, the Company executed a Stock Vest Tax Repurchase of 6,368 shares of Class D Common Stock in the amount of $13,000 at an average price of $1.98 per share. During the three months ended June 30, 2018, the Company executed a Stock Vest Tax Repurchase of 10,646 shares of Class D Common Stock in the amount of $22,000 at an average price of $2.02 per share. During the six months ended June 30, 2019, the Company executed a Stock Vest Tax Repurchase of 858,119 shares of Class D Common Stock in the amount of approximately $1.7 million at an average price of $1.94 per share. During the six months ended June 30, 2018, the Company executed a Stock Vest Tax Repurchase of 578,437 shares of Class D Common Stock in the amount of approximately $1.0 million at an average price of $1.80 per share.

Stock Option and Restricted Stock Grant Plan

Our 2009 stock option and restricted stock plan ("the 2009 Stock Plan") was originally approved by the stockholders at the Company’s annual meeting on December 16, 2009. The Company had the authority to issue up to 8,250,000 shares of Class D Common Stock under the 2009 Stock Plan. Since its original approval, from time to time, the Board of Directors adopted and, as required, our stockholders approved certain amendments to and restatement of the 2009 Stock Plan (the “Amended and Restated 2009 Stock Plan”). The amendments under the Amended and Restated 2009 Stock Plan primarily affected (i) the number of shares with respect to which options and restricted stock grants may be granted under the 2009 Stock Plan and (ii) the maximum number of shares that can be awarded to any individual in any one calendar year. On April 13, 2015, the Board of Directors adopted, and our stockholders approved on June 2, 2015, an amendment that replenished the authorized plan shares, increasing the number of shares of Class D common stock available for grant back up to 8,250,000 shares. Our new stock option and restricted stock plan ("2019 Equity and Performance Incentive Plan"), currently in effect was approved by the stockholders at the Company's annual meeting on May 21, 2019. The Board of Directors adopted, and on May 21, 2019, our stockholders approved, the 2019 Equity and Performance Incentive Plan which is funded with 5,500,000 shares of Class D Common Stock.  As of June 30, 2019, 5,400,000 shares of Class D common stock were available for grant under the 2019 Equity and Performance Incentive Plan.

On August 7, 2017, the Compensation Committee awarded Catherine Hughes, Chairperson, 474,609 restricted shares of the Company’s Class D common stock, and stock options to purchase 210,937 shares of the Company’s Class D common stock. The grants were effective January 5, 2018, and vested on January 5, 2019.

On August 7, 2017, the Compensation Committee awarded Alfred Liggins, Chief Executive Officer and President, 791,015 restricted shares of the Company’s Class D common stock, and stock options to purchase 351,562 shares of the Company’s Class D common stock. The grants were effective January 5, 2018, and vested on January 5, 2019.

On August 7, 2017, the Compensation Committee awarded Peter Thompson, Chief Financial Officer, 270,833 restricted shares of the Company’s Class D common stock, and stock options to purchase 120,370 shares of the Company’s Class D common stock. The grants were effective January 5, 2018, and vested on January 5, 2019.

On August 7, 2017, the Compensation Committee awarded 575,262 shares of restricted stock and 470,000 stock options to certain employees pursuant to the Company’s long-term incentive plan. The grants were effective August 7, 2017. 470,000 shares of restricted stock and 470,000 stock options will vest in three installments, with the first installment of 33% vesting on January 5, 2018, and the second installment vesting on January 5, 2019, and the remaining installment vesting on January 5, 2020.  105,262 shares of restricted stock immediately vested on August 7, 2017.

On October 2, 2017, Karen Wishart, our Chief Administrative Officer, as part of her employment agreement, received an equity grant of 37,500 shares of the Company’s Class D common stock as well as a grant of options to purchase 37,500 shares of the Company’s Class D common stock. The grants vest in equal increments on each of October 2, 2018, October 2, 2019 and October 2, 2020.

Pursuant to the terms of the 2019 Equity and Performance Incentive Plan and subject to the Company's insider trading policy, a portion of each recipient's vested shares may be sold in the open market for tax purposes on or about the vesting dates.

Stock-based compensation expense for the three months ended June 30, 2019 and 2018, was $200,000 and approximately $1.1 million, respectively, and for the six months ended June 30, 2019 and 2018, was $711,000 and approximately $2.5 million, respectively.

The Company did not grant stock options during the three and six months ended June 30, 2019. The Company did not grant stock options during the three months ended June 30, 2018 and granted 732,869 stock options during the six months ended June 30, 2018.

Transactions and other information relating to stock options for the six months ended June 30, 2019, are summarized below:

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

 

 

    

Weighted-Average

    

 

 

 

 

 

 

 

 

 

Remaining

 

Aggregate

 

 

Number of 

 

Weighted-Average

 

Contractual Term (In

 

Intrinsic

 

 

Options

 

Exercise Price

 

Years)

 

Value

Outstanding at December 31, 2018

 

3,569,000

 

$

2.12

 

7.19

 

$

130,000

Grants

 

 —

 

$

 —

 

  

 

 

  

Exercised

 

15,000

 

$

1.90

 

  

 

 

  

Forfeited/cancelled/expired/settled

 

10,000

 

$

1.90

 

  

 

 

  

Balance as of June 30, 2019

 

3,544,000

 

$

2.12

 

6.68

 

$

378,000

Vested and expected to vest at June 30, 2019

 

3,518,000

 

$

2.12

 

6.67

 

$

377,000

Unvested at June 30, 2019

 

182,000

 

$

1.90

 

8.17

 

$

11,000

Exercisable at June 30, 2019

 

3,362,000

 

$

2.13

 

6.60

 

$

368,000

 

The aggregate intrinsic value in the table above represents the difference between the Company’s stock closing price on the last day of trading during the six months ended June 30, 2019, and the exercise price, multiplied by the number of shares that would have been received by the holders of in-the-money options had all the option holders exercised their options on June 30, 2019. This amount changes based on the fair market value of the Company’s stock.

There were no options exercised during the three months ended June 30, 2019  and there were 15,000 options exercised during the six months ended June 30, 2019. There were 58,190 options exercised during the three and six months ended June 30, 2018. No options vested during the three months ended June 30, 2019 and 834,530 options vested during the six months ended June 30, 2019. No options vested during the three months ended June 30, 2018 and 717,902 options vested during the six months ended June 30, 2018.

As of June 30, 2019, $125,000 of total unrecognized compensation cost related to stock options is expected to be recognized over a weighted-average period of seven months. The weighted-average fair value per share of shares underlying stock options was $1.59 at June 30, 2019.

The Company granted 100,000 shares of restricted stock during the three months ended June 30, 2019 and granted 880,239 shares of restricted stock during the six months ended June 30, 2019. Each of the four non-executive directors received 25,000 shares of restricted stock or $50,000 worth of restricted stock based upon the closing price of the Company's Class D common stock on June 17, 2019. The Company granted 93,024 and 1,758,428 shares of restricted stock during the three and six months ended June 30, 2018, respectively. Each of the four non-executive directors received 23,256 shares of restricted stock or $50,000 worth of restricted stock based upon the closing price of the Company's Class D common stock on June 15, 2018.

Transactions and other information relating to restricted stock grants for the six months ended June 30, 2019, are summarized below:

 

 

 

 

 

 

 

 

    

 

    

Average

 

 

 

 

Fair Value

 

 

 

 

at Grant

 

 

Shares

 

Date

Unvested at December 31, 2018

 

2,124,000

 

$

1.85

Grants

 

880,000

 

$

2.12

Vested

 

(2,565,000)

 

$

1.92

Forfeited/cancelled/expired

 

(37,000)

 

$

2.34

Unvested at June 30, 2019

 

402,000

 

$

1.99

 

Restricted stock grants were and are included in the Company’s outstanding share numbers on the effective date of grant. As of June 30, 2019, $561,000 of total unrecognized compensation cost related to restricted stock grants is expected to be recognized over the weighted-average period of 10 months.