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Note 8 - Share-based Compensation

3 Months Ended

Mar. 31, 2022

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

8. Share-based compensation

As of March 31, 2022, the Company maintains two share-based incentive plans: the Cogint, Inc. 2015 Stock Incentive Plan and the Fluent, Inc. 2018 Stock Incentive Plan (the "2018 Plan") which, combined, authorize the issuance of 21,468,344 shares of common stock. As of March 31, 2022, there were 909,251 shares of common stock available for additional grants pursuant to the Company's equity plans. 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 executives, which were issued on February 1, 2019, December 20, 2019, March 1, 2020, and March 1, 2021 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 125.00%, 133.33%, 133.33% and 133.33%, respectively, of the exercise price 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%, 177.78% and 177.78%, respectively, of the exercise price for twenty consecutive trading days; provided, that no shares will vest prior to the first anniversary of the grant date. As of March 31, 2022, the first condition for the stock options issued on February 1, 2019, December 20, 2019 and March 1, 2020 had been met and the second condition for the stock options issued on December 20, 2019 and March 1, 2020 had been met. 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				March 1, 2021
Fair value lower range		$	2.81			$	1.58			$	1.46			$	4.34
Fair value higher range		$	2.86			$	1.61			$	1.49			$	4.43
Exercise price		$	4.72			$	2.56			$	2.33			$	6.33
Expected term (in years)			1.0 - 1.3				1.0 - 1.6				1.0 - 1.5				1.0 - 1.3
Expected volatility			65	%			70	%			70	%			80	%
Dividend yield			—	%			—	%			—	%			—	%
Risk-free rate			2.61	%			1.85	%			1.05	%			1.18	%

For the three months ended March 31, 2022, details of stock option activity were as follows:

		*Number of options*				*Weighted average exercise price per share*				*Weighted average remaining contractual term (in years)*				*Aggregate intrinsic value*
Outstanding as of December 31, 2021			2,204,000				$ 4.41				7.1				$ —
Granted			—				—				—				—
Exercised			—				—				—				—
Expired			(65,000)				1.10				—				—
Outstanding as of March 31, 2022			2,139,000				$ 4.37				7.1				$ —
Options exercisable as of March 31, 2022			1,242,000				$ 3.98				7.1				$ —

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 three months ended March 31, 2022, the unvested balance of options was as follows:

		*Number of options*				*Weighted average exercise price per share*				*Weighted average remaining contractual term (in years)*
Unvested as of December 31, 2021			897,000			$	4.91				7.3
Granted			—				—				—
Vested			—				—				—
Unvested as of March 31, 2022			897,000			$	4.91				7.1

Compensation expense recognized for stock options of $105 and $167 for the three months ended March 31, 2022 and 2021, respectively, was recorded in sales and marketing, product development and general and administrative expenses in the consolidated statements of operations. As of March 31, 2022, there was $20 of unrecognized share-based compensation with respect to outstanding stock options.

Restricted stock units and restricted stock

For the three months ended March 31, 2022, 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, 2021			3,111,321			$	8.03
Granted			100,000			$	2.11
Vested and delivered			(718,175	)		$	4.16
Withheld as treasury stock ⁽¹⁾			(208,329	)		$	4.56
Vested not delivered ⁽²⁾			(45,731	)		$	3.42
Forfeited			(253,475	)		$	3.75
Unvested as of March 31, 2022			1,985,611			$	10.15

(1)

As discussed in Note 7, Common stock, treasury stock and warrants, the increase in treasury stock was due to shares withheld to cover statutory withholding taxes upon the delivery of shares following vesting of RSUs. As of March 31, 2022, there were 4,300,152 outstanding shares of treasury stock.

(2)

Vested not delivered represents vested RSUs with delivery deferred to a future time. For the three months ended March 31, 2022, there was a net increase of 45,731 shares included in the vested not delivered balance as a result of the timing of delivery of certain shares. As of March 31, 2022, 1,737,397 outstanding RSUs were vested not delivered.

Compensation expense recognized for RSUs and restricted stock of $910 and $1,105 for the three months ended March 31, 2022 and 2021, respectively, was recorded in sales and marketing, product development and general and administrative in the consolidated statements of operations, and intangible assets in the consolidated balance sheets. 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 March 31, 2022, unrecognized share-based compensation expense associated with the granted RSUs and stock options amounted to $6,089, which is expected to be recognized over a weighted average period of 1.8 years.

For the three months ended March 31, 2022 and 2021, share-based compensation for the Company's stock options, RSU's, common stock and restricted stock awards were allocated to the following accounts in the consolidated financial statements:

		*Three Months Ended March 31,*
		*2022*				*2021*
Sales and marketing		$	170			$	163
Product development			160				268
General and administrative			658				800
Share-based compensation expense			988				1,231
Capitalized in intangible assets			27				41
Total share-based compensation		$	1,015			$	1,272