Share-based compensation

As of June 30, 2019, the Company maintains two share-based incentive plans: the Cogint, Inc. 2015 Stock Incentive Plan (the "2015 Plan") and the Fluent, Inc. 2018 Stock Incentive Plan (the "2018 Plan") which, combined, authorize the issuance of 21,174,929 shares of common stock. As of June 30, 2019, there were 3,879,683 shares of common stock reserved for issuance under the 2018 Plan. The primary purpose of the plans is to attract, retain, reward and motivate certain individuals by providing them with opportunities to acquire or increase their ownership interests in the Company.

Spin-off of Red Violet

On March 8, 2018, the Company's Compensation Committee approved the acceleration (the "Acceleration") of stock options, RSUs and restricted stock held by certain employees, consultants and directors, including only those employees who were to continue with Red Violet upon completion of the Spin-off, subject to such employees still being employed or providing services on March 12, 2018 (the "Acceleration Date"). An aggregate of 5,157,998 shares were accelerated, including 47,500 stock options, 4,960,498 RSUs (inclusive of 500,000 shares to Marlin Capital and 2,500,000 to Michael Brauser), and 150,000 shares of restricted stock. Share-based compensation expense of $14,667 resulting from the Acceleration was recognized in loss on disposal of discontinued operations during the first quarter of 2018.

In connection with the Spin-off of Red Violet, common stock awards comprised of an aggregate of 304,000 shares were granted to certain employees of Red Violet ("Spin-off Grants") during the first quarter of 2018, and related share-based compensation expense of $881 was recognized in loss on disposal of discontinued operations. Additionally, an aggregate of 2,041,000 shares of common stock, subject to deferred delivery over a three-year period, were granted to certain Fluent employees as a result of the Spin-off ("Transaction Grants"), and related share-based compensation expense of $5,409 was recognized in costs and expenses as part of the Spin-off transaction costs during the first quarter of 2018.

In total, share-based compensation expense of $15,548, which resulted from the Acceleration and Spin-off Grants in connection with the Spin-off, was recognized in loss on disposal of discontinued operations during the first quarter of 2018. See Note 3, Discontinued operations.

Stock options

On January 31, 2019, the Compensation Committee of the Company's Board of Directors approved the grant of stock options to certain officers, which were issued on February 1, 2019 under the 2018 Plan. Subject to continuing service, 50% of the shares subject to these stock options will vest if the Company's stock price remains above 125% of the exercise price for 20 consecutive trading days, and the remaining 50% of the shares subject to these stock options will vest if the Company's stock price remains above 156.25% of the exercise price for 20 consecutive trading days; provided, that no shares will vest prior to the first anniversary of the grant date. As of June 30, 2019, the first condition has been met; therefore, subject to continuing service, 50% of the shares subject to these stock options will vest on February 1, 2020. Any shares that remain unvested as of the fifth anniversary of the grant date will vest in full on such date. The fair value of the stock options granted was estimated at the trading day before the date of grant using a Monte Carlo simulation model. The range of the fair value of the stock options that were awarded is $2.81 to $2.86 per share. The key assumptions utilized to calculate the grant-date fair values for these awards are summarized below:



Key Assumptions
Exercise price	$	4.72
Expected term	1.0 - 1.3 years
Expected volatility	65		%
Dividend yield	—		%
Risk-free rate	2.61		%

For the six months ended June 30, 2019, details of stock option activity were as follows:



	Number of options		Weighted average exercise price per share		Weighted average remaining contractual term	Aggregate intrinsic value
Outstanding as of December 31, 2018	112,000		$	13.98	2.8 years	$	—
Granted	2,064,000		$	4.72	9.6 years
Forfeited	(56,000	)	$	4.72
Outstanding as of June 30, 2019	2,120,000		$	5.20	9.2 years	$	1,303
Options exercisable as of June 30, 2019	112,000		$	13.98	2.3 years	$	5

The aggregate intrinsic value amounts in the table above represent the difference between the closing price of the Company's common stock on June 28, 2019 of $5.38 and the corresponding exercise prices, multiplied by the number of in-the-money stock options as of the same date.

For the three and six months ended June 30, 2019, compensation expense recognized for stock options of $1,252 and $2,103, respectively, was recorded in sales and marketing and general and administrative expenses in the condensed consolidated statements of operations. For the three and six months ended June 30, 2018, compensation expense recognized for stock options of $0 and $243, respectively, was recorded in discontinued operations in the condensed consolidated statements of operations. As of June 30, 2019, there was $3,597 of unrecognized share-based compensation with respect to outstanding stock options.

Restricted stock units and restricted stock

For the six months ended June 30, 2019, details of unvested RSU and restricted stock activity were as follows:



	Number of units		Weighted average grant-date fair value
Unvested as of December 31, 2018	3,831,965		$	7.95
Granted	1,835,930		$	4.89
Vested and delivered	(1,456,902	)	$	4.03
Withheld as treasury stock (1)	(552,291	)	$	4.18
Vested not delivered (2)	95,915		$	4.78
Forfeited	(153,961	)	$	3.54
Unvested as of June 30, 2019	3,600,656		$	7.76


(1)	As discussed in Note 9, the increase in treasury stock was due to shares withheld to cover statutory withholding taxes upon the delivery of shares following vesting of RSUs and issuance of restricted stock. As of June 30, 2019, there were 1,785,489 outstanding shares of treasury stock.

(2)

Vested not delivered represents vested RSUs with delivery deferred to a future time. For the six months ended June 30, 2019, there was a net decrease of 95,915 shares included in vested not delivered as a result of the delivery of Spin-off Grants of 740,334 shares, partially offset by the net activity from vesting of RSUs with deferred delivery of 644,419 shares. As of June 30, 2019, there were 2,814,002 outstanding RSUs included in vested not delivered.

The Company recognized compensation (included in sales and marketing, product development, general and administrative and discontinued operations in the condensed consolidated statements of operations, and intangible assets in the condensed consolidated balance sheets) for RSUs and restricted stock of $1,732 and $2,738 for the three months ended and $3,171 and $25,196 for the six months ended June 30, 2019 and 2018, respectively. The fair value of the RSUs and restricted stock was estimated using the closing prices of the Company's common stock on the dates of grant.

As of June 30, 2019, unrecognized share-based compensation expense associated with the granted RSUs and stock options amounted to $16,282, which is expected to be recognized over a weighted average period of 2.5 years.

For the three and six months ended June 30, 2019 and 2018, share-based compensation for the Company's stock option, RSU, common stock and restricted stock awards were allocated to the following accounts in the condensed consolidated financial statements:



	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2019		2018		2019		2018
Sales and marketing	$	160	$	742	$	529	$	1,408
Product development	277		193		522		351
General and administrative	2,517		1,679		4,178		2,094
Spin-off transaction costs	—		—		—		5,409
Discontinued operations	—		—		—		15,713
Total share-based compensation expense	2,954		2,614		5,229		24,975
Capitalized in intangible assets of continuing operations	30		124		45		283
Capitalized in intangible assets of discontinued operations	—		—		—		181
Total share-based compensation	$	2,984	$	2,738	$	5,274	$	25,439