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Note 11 - Share-based Compensation

12 Months Ended

Dec. 31, 2020

Share-based Payment Arrangement [Text Block]

11. Share-based compensation

As of December 31, 2020, 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 21,134,927 shares of common stock. As of December 31, 2020, there were 2,266,857 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.

Stock options

The Compensation Committee of the Company's Board of Directors approved the grant of stock options to certain Company officers, which were issued on February 1, 2019, December 20, 2019 and March 1, 2020, respectively, 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%, 133.33% and 133.33%, respectively, of the exercise prices for twenty 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%, 177.78% and 177.78%, respectively, of the exercise prices for twenty consecutive trading days; provided, that no shares will vest prior to the first anniversary of the grant date. As of December 31, 2020, the first condition for the stock options issued on February 1, 2019 has been met; therefore, 50% of the shares subject to these stock options vested 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 key assumptions utilized to calculate the grant-date fair values for these awards are summarized below:

Issuance Date	February 1, 2019			December 20, 2019			March 1, 2020
Fair value lower range	$	2.81		$	1.58		$	1.46
Fair value higher range	$	2.86		$	1.61		$	1.49
Exercise price	$	4.72		$	2.56		$	2.33
Expected term (in years)		1.0 - 1.3			1.0 - 1.6			1.0 - 1.5
Expected volatility		65	%		70	%		70	%
Dividend yield		—	%		—	%		—	%
Risk-free rate		2.61	%		1.85	%		1.05	%

For the years ended December 31, 2020 and 2019, the activity related to stock options consisted of the following:

	*Number of options*			*Weighted average exercise price per share*		*Weighted average remaining contractual term (years)*		*Aggregate intrinsic value*
Outstanding as of December 31, 2018		112,000		$	13.98		2.8		—
Granted		2,064,000		$	4.72		9.1
Forfeited		(56,000	)
Outstanding as of December 31, 2019		2,120,000		$	5.21		8.7		—
Granted		478,000		$	2.48		9.0		1,228
Forfeited		(257,000	)
Expired		(47,000	)
Outstanding as of December 31, 2020		2,294,000		$	4.34		8.0		2,256
Options exercisable as of December 31, 2020		1,069,000		$	4.82		7.6		573

The aggregate intrinsic value amounts in the table above represent the difference between the closing price of the Company’s common stock at the end of the reporting period and the corresponding exercise prices, multiplied by the number of in-the-money stock options as of the same date.

For the years ended December 31, 2020 and 2019, the unvested balance of options was as follows:

	*Number of options*			*Weighted average exercise price per share*		*Weighted average remaining contractual term (years)*
Unvested as of December 31, 2019		2,008,000		$	4.72		9.1
Granted		478,000		$	2.48		9.0
Forfeited		(257,000	)
Vested		(1,004,000	)
Unvested as of December 31, 2020		1,225,000		$	3.98		8.4

For the years ended December 31, 2020 and 2019, compensation expense recognized for stock options of $996 and $4,611, respectively was recognized in sales and marketing, product development and general and administrative expenses in the consolidated statement of operations. As of December 31, 2020, there was $150 of unrecognized share-based compensation with respect to outstanding stock options.

Restricted stock units and restricted stock

For the years ended December 31, 2020 and 2019, details of unvested restricted stock units ("RSUs") and restricted stock activity were as follows:

				*Weighted average*
	*Number of units*			*grant date fair value*
Unvested as of December 31, 2018		3,831,965		$	7.95
Granted		2,275,094		$	4.82
Vested and delivered		(1,549,050	)	$	3.97
Withheld as treasury stock (1)		(567,447	)	$	4.13
Vested not delivered (2)		122,582		$	4.76
Forfeited		(718,774	)	$	4.13
Unvested as of December 31, 2019		3,394,370		$	8.03
Granted		1,663,532		$	2.03
Vested and delivered		(1,433,268	)	$	3.59
Withheld as treasury stock (1)		(219,795	)	$	4.06
Vested not delivered (2)		525,334		$	2.84
Forfeited		(553,076	)	$	3.47
Unvested as of December 31, 2020		3,377,097		$	7.09

(1)

As discussed in Note 10, Common stock, treasury stock and warrants, the increase in treasury stock was primarily attributable to shares withheld to cover statutory withholding taxes upon the vesting of RSUs. As of December 31, 2020 and 2019, there were 3,945,867 and 2,768,399 outstanding shares of treasury stock, respectively.

(2)

Vested not delivered represents vested RSUs with delivery deferred to a future time. During the year ended December 31, 2020, there was a net decrease of 525,334 shares included in vested not delivered balance as a result of the delivery of 655,333 shares, partially offset by the vesting of 129,999 shares with deferred delivery election. During the year ended December 31, 2019, there was a net decrease of 122,582 shares included in vested not delivered balance as a result of the delivery of 740,334 shares, partially offset by the vesting of 617,752 shares with deferred delivery election. As of December 31, 2020 and 2019, there were 2,262,001 and 2,787,335 outstanding RSUs included in vested not delivered, respectively.

For the years ended December 31, 2020 and 2019, the Company recognized compensation expense for RSUs and restricted stock of $4,560 and $5,819, respectively, in sales and marketing, product development and general and administrative in the consolidated statements of operations, and intangible assets in the consolidated balance sheets. As of December 31, 2020, there was $6,586 of unrecognized share-based compensation with respect to outstanding RSUs and restricted stock. 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 December 31, 2020, unrecognized share-based compensation expense associated with the granted RSUs, restricted stock and stock options is $6,736, which is expected to be recognized over a weighted average period of 2.4 years. For the years ended December 31, 2020 and 2019, share-based compensation for the Company’s equity awards were allocated to the following lines in the consolidated financial statements:

	*Year Ended December 31,*
(In thousands)	*2020*		*2019*
Sales and marketing	$	822	$	971
Product development		1,099		889
General and administrative		3,473		8,481
Share-based compensation expense		5,394		10,341
Capitalized in intangible assets		162		89
Total share-based compensation	$	5,556	$	10,430