SHARE-BASED COMPENSATION (Block)

3 Months Ended

Mar. 31, 2015

Disclosure Of Compensation Related Costs Sharebased Payments Abstract

Disclosure Of Compensation Related Costs Share Based Payments Text Block

5. 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	March 31,
	Period Ended		Units	Price		Term (Years)	2015

RSUs outstanding as of:	December 31, 2014		1,258,685
RSUs awarded			645,601
RSUs released			(336,229)
RSUs forfeited			(13,499)
RSUs outstanding as of:	March 31, 2015		1,554,558	$	-	1.7	$	18,887,880
RSUs vested and expected
to vest as of:	March 31, 2015		1,414,787	$	-	1.6	$	16,161,731
RSUs exercisable (vested and
deferred) as of:	March 31, 2015		84,603	$	-	-	$	1,027,926
Weighted average remaining
recognition period in years			2.4
Unamortized compensation
expense, net of estimated
forfeitures		$	10,435,775

RSUs With Service And Market Conditions

During the first quarters of 2015 and 2014, the Company issued RSUs with service and market conditions that are included in the above table. These shares vest if: (1) the Company’s stock achieves certain shareholder performance targets over a defined measurement period; and (2) 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, which are included in the RSU activity table, are amortized over the longest of the explicit, implicit or derived service periods, which is one to two years.

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

		Three Months		Year
		Ended		Ended
		March 31,		December 31,
		2015		2014
		(amounts in thousands, except per share data)

Reconciliation Of RSUs With Market Conditions
	Beginning of period balance		290		-
	Number of RSUs granted		165		290
	Number of RSUs forfeited		-		-
	Number of RSUs vested		(193)		-
	End of period balance		262		290
	Average fair value of RSUs issued with market
	conditions	$	8.39	$	6.90

The fair value of RSUs with service conditions is estimated using the Company’s 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 specific assumptions used for this valuation are as follows:

	Three Months Ended
	March 31,	March 31,
	2015	2014

Expected Volatility Structure ⁽¹⁾	34% to 39%	39% to 51%
Risk Free Interest Rate ⁽²⁾	0.1% to 1.1%	0.1% to 0.4%
Dividend Yield ⁽³⁾	0.0%	0.0%

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 the Treasury bond rate as of the date of grant.

Dividend Yield - The Company calculated the dividend yield at the time of grant based upon the Company’s most recent history of not paying a dividend on its common stock.

RSUs With Performance Conditions

In addition to the RSUs included in the table above summarizing the changes in RSUs under the Plan, the Company issued eleven thousand RSUs during 2014 with performance conditions at an average fair market value of $9.60 per share. As of March 31, 2015, three thousand RSUs expired unvested.

Vesting of performance-based awards, if any, will be dependent upon the achievement of certain performance targets. If the performance standards are not achieved, all unvested shares will expire and any accrued expense will be reversed. The Company determines the requisite service period on a case-by-case basis to determine the expense recognition period for non-vested performance based RSUs. The fair value is determined based upon the closing price of the Company’s common stock on the date of grant.

The Company applies a quarterly probability assessment in computing its non-cash compensation expense and any change in the estimate is reflected as a cumulative adjustment to expense in the quarter of the change.

As of March 31, 2015, no non-cash compensation expense was accrued and no performance RSUs vested.

Option Activity

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

	Three Months Ended March 31,
Option Exercise Data	2015		2014
	(amounts in thousands)

Intrinsic value of options exercised	$	72	$	135
Tax benefit from options exercised ⁽¹⁾	$	27	$	51
Cash received from exercise price of options exercised	$	31	$	26

Amount excludes impact from suspended income tax benefits and/or valuation allowances.

Amount excludes impact from suspended income tax benefits and/or valuation allowances.

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	March 31,
	Period Ended	Options		Price		Term (Years)	2015

Options outstanding as of:	December 31, 2014		486,675	$	2.11
Options granted			-		-
Options exercised			(8,750)		3.60
Options forfeited			-		-
Options expired			(1,000)		33.90
Options outstanding as of:	March 31, 2015		476,925	$	2.02	3.9	$	4,830,724

Options vested and expected to vest as of:	March 31, 2015		476,670	$	2.02	3.9	$	4,829,850
Options vested and exercisable as of:	March 31, 2015		473,175	$	1.97	3.9	$	4,817,862
Weighted average remaining
recognition period in years			2.4
Unamortized compensation expense,
net of estimated forfeitures		$	15,338

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				March 31,	Contractual	Exercise		March 31,	Exercise
From		To		2015	Life	Price		2015	Price
$	1.34	$	1.34	436,925	3.9	$	1.34	436,925	$	1.34
$	2.02	$	11.78	40,000	4.0	$	9.46	36,250	$	9.54
$	1.34	$	11.78	476,925	3.9	$	2.02	473,175	$	1.97

Recognized Non-Cash Stock-Based Compensation Expense

The following non-cash stock-based compensation expense, which is comprised primarily of RSUs, is included in each of the respective line items in our statement of operations:

	Three Months Ended
	March 31,
	2015		2014
		(amounts in thousands)

Station operating expenses	$	177	$	135
Corporate general and administrative expenses		934		1,073
Stock-based compensation expense included in operating expenses		1,111		1,208
Income tax benefit ⁽¹⁾		413		353
Net stock-based compensation expense	$	698	$	855

- 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.

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