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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Inuvo Inc | AMEX:INUV | AMEX | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.3298 | 0 | 09:00:00 |
Inuvo, Inc.
|
(Exact name of registrant as specified in its charter)
|
Nevada
|
87-0450450
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
|
|
500 President Clinton Ave., Suite 300 Little Rock, AR
|
72201
|
(Address of principal executive offices)
|
(Zip Code)
|
Large accelerated filer
|
o
|
Accelerated filer
|
o
|
Non-accelerated filer
|
o
|
Smaller reporting company
|
x
|
|
|
Emerging growth company
|
o
|
Title of Class
|
|
April 28, 2017
|
Common Stock
|
|
28,544,272
|
|
|
|
Page No.
|
Part I
|
|||
|
|||
Item 1.
|
Financial Statements.
|
|
|
|
Consolidated Balance Sheets
|
|
|
|
Consolidated Statements of Operations
|
|
|
|
Consolidated Statements of Cash Flows
|
|
|
|
Notes to Consolidated Financial Statements
|
|
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations.
|
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk.
|
|
|
Item 4.
|
Controls and Procedures.
|
|
|
|
|||
Part II
|
|||
|
|||
Item 1.
|
Legal Proceedings.
|
|
|
Item 1A.
|
Risk Factors.
|
|
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds.
|
|
|
Item 3.
|
Defaults upon Senior Securities.
|
|
|
Item 4.
|
Mine Safety and Disclosures.
|
|
|
Item 5.
|
Other Information.
|
|
|
Item 6.
|
Exhibits.
|
|
|
Signatures
|
|
•
|
material dependence on our relationships with Yahoo! and Google;
|
•
|
dependence on relationships with distribution partners, and on the introduction of new products and services, which require significant investment;
|
•
|
dependence on our ability to effectively market and attract traffic;
|
•
|
need to keep pace with technology changes;
|
•
|
fluctuations of quarterly financial results and the trading price of our common stock;
|
•
|
vulnerability to interruptions of services;
|
•
|
dependence on key personnel;
|
•
|
vulnerability to regulatory and legal uncertainties and our ability to comply with applicable laws and regulations;
|
•
|
need to protect our intellectual property;
|
•
|
vulnerability to publishers who could fabricate clicks;
|
•
|
vulnerability to a downturn and to uncertainty in global economic conditions;
|
•
|
integration of our recent NetSeer asset acquisition;
|
•
|
dependence on our financing arrangements with Western Alliance Bank, which is collateralized by our assets;
|
•
|
requirement to adhere to the covenants and restrictions in our grant agreement with the state of Arkansas;
|
•
|
the dilutive impact to our stockholders from outstanding restricted stock grants, warrants and options; and
|
•
|
the seasonality of our business.
|
|
2017
|
|
2016
|
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash
|
$
|
3,923,517
|
|
|
$
|
3,946,804
|
|
Accounts receivable, net of allowance for doubtful accounts of $23,000.
|
7,138,288
|
|
|
7,586,129
|
|
||
Prepaid expenses and other current assets
|
341,978
|
|
|
293,113
|
|
||
Total current assets
|
11,403,783
|
|
|
11,826,046
|
|
||
Property and equipment, net
|
1,554,099
|
|
|
1,615,223
|
|
||
Other assets
|
|
|
|
||||
Goodwill
|
9,773,842
|
|
|
5,760,808
|
|
||
Intangible assets, net of accumulated amortization
|
12,116,278
|
|
|
8,343,876
|
|
||
Other assets
|
86,507
|
|
|
15,186
|
|
||
Total other assets
|
21,976,627
|
|
|
14,119,870
|
|
||
Total assets
|
$
|
34,934,509
|
|
|
$
|
27,561,139
|
|
|
|
|
|
||||
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
10,016,747
|
|
|
$
|
9,280,779
|
|
Accrued expenses and other current liabilities
|
2,633,628
|
|
|
2,689,640
|
|
||
Revolving credit line - current portion
|
1,100,000
|
|
|
—
|
|
||
Total current liabilities
|
13,750,375
|
|
|
11,970,419
|
|
||
|
|
|
|
||||
Long-term liabilities
|
|
|
|
||||
Deferred tax liability
|
3,738,500
|
|
|
3,738,500
|
|
||
Revolving credit line - long term
|
2,500,000
|
|
|
—
|
|
||
Other long-term liabilities
|
361,317
|
|
|
326,428
|
|
||
Total long-term liabilities
|
6,599,817
|
|
|
4,064,928
|
|
||
|
|
|
|
||||
Stockholders’ equity
|
|
|
|
||||
Preferred stock, $.001 par value:
|
|
|
|
||||
Authorized shares 500,000, none issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock, $.001 par value:
|
|
|
|
|
|
||
Authorized shares 40,000,000; issued shares 28,901,161
and 25,300,189, respectively; outstanding shares 28,524,634 and 24,923,662, respectively
|
28,901
|
|
|
25,300
|
|
||
Additional paid-in capital
|
135,166,391
|
|
|
130,418,413
|
|
||
Accumulated deficit
|
(119,214,416
|
)
|
|
(117,521,362
|
)
|
||
Treasury stock, at cost - 376,527 shares
|
(1,396,559
|
)
|
|
(1,396,559
|
)
|
||
Total stockholders' equity
|
14,584,317
|
|
|
11,525,792
|
|
||
Total liabilities and stockholders' equity
|
$
|
34,934,509
|
|
|
$
|
27,561,139
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Net revenue
|
$
|
17,215,862
|
|
|
$
|
18,730,449
|
|
Cost of revenue
|
7,891,723
|
|
|
4,285,270
|
|
||
Gross profit
|
9,324,139
|
|
|
14,445,179
|
|
||
Operating expenses
|
|
|
|
||||
Marketing costs
|
6,467,311
|
|
|
11,065,666
|
|
||
Compensation
|
2,387,711
|
|
|
1,716,880
|
|
||
Selling, general and administrative
|
2,118,118
|
|
|
1,259,626
|
|
||
Total operating expenses
|
10,973,140
|
|
|
14,042,172
|
|
||
Operating (loss) income
|
(1,649,001
|
)
|
|
403,007
|
|
||
Interest expense, net
|
(42,944
|
)
|
|
(23,608
|
)
|
||
(Loss) income from continuing operations before taxes
|
(1,691,945
|
)
|
|
379,399
|
|
||
Income tax expense
|
—
|
|
|
(7,235
|
)
|
||
Net (loss) income from continuing operations
|
(1,691,945
|
)
|
|
372,164
|
|
||
Net (loss) income from discontinued operations
|
(1,109
|
)
|
|
2,110
|
|
||
Net (loss) income
|
(1,693,054
|
)
|
|
374,274
|
|
||
|
|
|
|
||||
Per common share data
|
|
|
|
||||
Basic and diluted:
|
|
|
|
||||
Net (loss) income from continuing operations
|
$
|
(0.06
|
)
|
|
$
|
0.02
|
|
Net (loss) income from discontinued operations
|
—
|
|
|
—
|
|
||
Net (loss) income
|
$
|
(0.06
|
)
|
|
$
|
0.02
|
|
|
|
|
|
||||
|
|
|
|
||||
Weighted average shares
|
|
|
|
||||
Basic
|
27,025,763
|
|
|
24,381,497
|
|
||
Diluted
|
27,025,763
|
|
|
24,566,288
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Operating activities:
|
|
|
|
||||
Net (loss) income
|
$
|
(1,693,054
|
)
|
|
$
|
374,274
|
|
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
693,175
|
|
|
540,562
|
|
||
Stock based compensation
|
292,334
|
|
|
359,338
|
|
||
Amortization of financing fees
|
6,400
|
|
|
6,400
|
|
||
Adjustment of European liabilities related to discontinued operations
|
1,109
|
|
|
(5,144
|
)
|
||
Recovery of doubtful accounts
|
—
|
|
|
(464
|
)
|
||
Change in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
2,740,326
|
|
|
1,944,137
|
|
||
Prepaid expenses and other assets
|
109,577
|
|
|
64,747
|
|
||
Accounts payable
|
(2,844,928
|
)
|
|
(2,411,075
|
)
|
||
Accrued expenses and other liabilities
|
(989,738
|
)
|
|
(299,033
|
)
|
||
Net cash (used in) provided by operating activities
|
(1,684,799
|
)
|
|
573,742
|
|
||
Investing activities:
|
|
|
|
||||
Purchases of equipment and capitalized development costs
|
(151,424
|
)
|
|
(372,598
|
)
|
||
Net cash received from NetSeer Asset Acquisition
|
235,763
|
|
|
—
|
|
||
Net cash provided by (used in) investing activities
|
84,339
|
|
|
(372,598
|
)
|
||
Financing activities:
|
|
|
|
||||
Payoff of NetSeer debt acquired
|
(2,015,577
|
)
|
|
—
|
|
||
Net proceeds on revolving line of credit
|
3,600,000
|
|
|
—
|
|
||
Payments on capital leases
|
(7,250
|
)
|
|
(12,859
|
)
|
||
Net taxes paid on RSU grants exercised
|
—
|
|
|
(11,952
|
)
|
||
Net cash provided by (used in) financing activities
|
1,577,173
|
|
|
(24,811
|
)
|
||
Net change – cash
|
(23,287
|
)
|
|
176,333
|
|
||
Cash, beginning of year
|
3,946,804
|
|
|
4,257,204
|
|
||
Cash, end of period
|
$
|
3,923,517
|
|
|
$
|
4,433,537
|
|
Supplemental information:
|
|
|
|
||||
Interest paid
|
$
|
25,317
|
|
|
$
|
18,063
|
|
NetSeer stock issuance (See Note 13)
|
$
|
4,459,244
|
|
|
$
|
—
|
|
Write-down of domain names and corresponding contingent liability
|
$
|
222,477
|
|
|
$
|
—
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Furniture and fixtures
|
$
|
250,160
|
|
|
$
|
241,876
|
|
Equipment
|
930,984
|
|
|
811,948
|
|
||
Software
|
6,275,830
|
|
|
6,132,626
|
|
||
Leasehold improvements
|
441,382
|
|
|
441,382
|
|
||
Subtotal
|
7,898,356
|
|
|
7,627,832
|
|
||
Less: accumulated depreciation and amortization
|
(6,344,257
|
)
|
|
(6,012,609
|
)
|
||
Total
|
$
|
1,554,099
|
|
|
$
|
1,615,223
|
|
|
Term
|
|
Carrying
Value
|
|
Accumulated Amortization and Impairment
|
|
Net Carrying Value
|
|
Year-to-date Amortization
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Customer list, Google
|
20 years
|
|
$
|
8,820,000
|
|
|
$
|
(2,241,750
|
)
|
|
$
|
6,578,250
|
|
|
$
|
110,250
|
|
Technology, NetSeer
|
5 years
|
|
3,600,000
|
|
|
(120,000
|
)
|
|
3,480,000
|
|
|
120,000
|
|
||||
Customer list, all other
|
10 years
|
|
1,610,000
|
|
|
(818,437
|
)
|
|
791,563
|
|
|
40,251
|
|
||||
Trade names, ALOT
|
5 years
|
|
960,000
|
|
|
(960,000
|
)
|
|
—
|
|
|
32,000
|
|
||||
Customer Relationships, NetSeer
|
20 years
|
|
570,000
|
|
|
(4,750
|
)
|
|
565,250
|
|
|
4,750
|
|
||||
Domain websites (2)
|
5 years
|
|
447,030
|
|
|
(294,148
|
)
|
|
152,882
|
|
|
26,203
|
|
||||
Trade names, web properties (1)
|
-
|
|
390,000
|
|
|
—
|
|
|
390,000
|
|
|
—
|
|
||||
Brand, NetSeer
|
1 year
|
|
121,000
|
|
|
(20,167
|
)
|
|
100,833
|
|
|
20,167
|
|
||||
Non-Competition Agreements, NetSeer
|
1 year
|
|
69,000
|
|
|
(11,500
|
)
|
|
57,500
|
|
|
11,500
|
|
||||
Intangible assets classified as long-term
|
|
|
$
|
16,587,030
|
|
|
$
|
(4,470,752
|
)
|
|
$
|
12,116,278
|
|
|
$
|
365,121
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Goodwill, total
|
-
|
|
$
|
9,773,842
|
|
|
$
|
—
|
|
|
$
|
9,773,842
|
|
|
$
|
—
|
|
(1)
|
The trade names related to our web properties have an indefinite life, and as such are not amortized.
|
(2)
|
On May 8, 2015, we purchased
two
domain websites with a fair value of
$715,874
. In May 2016, the carrying value was adjusted by approximately
$46 thousand
to reflect the lower price paid as compared to the contingent liability recorded as a result of the change in the price of Inuvo stock from the date of acquisition to the first contingent release of shares.
In March 2017, we determined that the seller would not meet the specific performance target for the second year and therefore, we adjusted the carrying value of the intangible asset by
$222,477
.
|
2017
|
$
|
1,195,851
|
|
2018
|
1,420,301
|
|
|
2019
|
1,404,468
|
|
|
2020
|
1,354,985
|
|
|
2021
|
1,350,504
|
|
|
Thereafter
|
5,000,169
|
|
|
Total
|
$
|
11,726,278
|
|
|
|
March 31, 2017
|
|
March 31, 2016
|
||||
Revolving credit line - 4.50 percent at March 31, 2017 (prime plus 0.5 percent), due September 29, 2018 - current portion
|
|
$
|
1,100,000
|
|
|
$
|
—
|
|
Revolving credit line - long-term portion
|
|
2,500,000
|
|
|
—
|
|
||
Total
|
|
$
|
3,600,000
|
|
|
$
|
—
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Accrued marketing costs
|
$
|
1,034,059
|
|
|
$
|
1,622,737
|
|
Accrued payroll and commission liabilities
|
710,574
|
|
|
250,000
|
|
||
Accrued expenses and other
|
546,056
|
|
|
289,435
|
|
||
Accrued sales allowance
|
250,000
|
|
|
250,000
|
|
||
Capital leases, current portion
|
65,734
|
|
|
31,210
|
|
||
Accrued taxes
|
14,859
|
|
|
10,313
|
|
||
Deferred Arkansas grant, current portion
|
12,346
|
|
|
13,468
|
|
||
Contingent stock due for acquired domains, current portion
|
—
|
|
|
222,477
|
|
||
Total
|
$
|
2,633,628
|
|
|
$
|
2,689,640
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Deferred rent
|
$
|
153,725
|
|
|
$
|
163,165
|
|
Contingent stock due for acquired domains, less current portion
|
147,029
|
|
|
147,029
|
|
||
Capital leases, less current portion
|
46,801
|
|
|
—
|
|
||
Accrued taxes, less current portion
|
13,762
|
|
|
$
|
13,763
|
|
|
Deferred Arkansas grant, less current portion
|
—
|
|
|
2,471
|
|
||
Total
|
$
|
361,317
|
|
|
$
|
326,428
|
|
|
Options Outstanding
|
|
RSUs Outstanding
|
|
Options and RSUs Exercised
|
|
Available Shares
|
|
Total
|
|||||
2010 ECP
|
250,498
|
|
|
890,049
|
|
|
2,446,556
|
|
|
548,842
|
|
|
4,135,945
|
|
2005 LTIP (*)
|
13,748
|
|
|
—
|
|
|
950,085
|
|
|
—
|
|
|
963,833
|
|
Total
|
264,246
|
|
|
890,049
|
|
|
3,396,641
|
|
|
548,842
|
|
|
5,099,778
|
|
|
|
For the Three Months Ended
|
||||
|
|
March 31, 2017
|
|
March 31, 2016
|
||
Weighted average shares outstanding for basic EPS
|
|
27,025,763
|
|
|
24,381,497
|
|
Effect of dilutive securities
|
|
|
|
|
||
Options
|
|
—
|
|
|
7,926
|
|
RSUs
|
|
—
|
|
|
131,032
|
|
Warrants
|
|
—
|
|
|
45,833
|
|
Weighted average shares outstanding for diluted EPS
|
|
27,025,763
|
|
|
24,566,288
|
|
|
|
||
2017
|
$
|
238,650
|
|
2018
|
183,858
|
|
|
2019
|
184,852
|
|
|
2020
|
140,749
|
|
|
2021
|
—
|
|
|
Total
|
$
|
748,109
|
|
|
For the Three Months Ended March 31,
|
|||||||||||||
|
2017
|
|
2016
|
|
Change
|
|
% Change
|
|||||||
Net Revenue
|
$
|
17,215,862
|
|
|
$
|
18,730,449
|
|
|
$
|
(1,514,587
|
)
|
|
(8.1
|
%)
|
Cost of Revenue
|
7,891,723
|
|
|
4,285,270
|
|
|
3,606,453
|
|
|
84.2
|
%
|
|||
Gross Profit
|
$
|
9,324,139
|
|
|
$
|
14,445,179
|
|
|
(5,121,040
|
)
|
|
(35.5
|
%)
|
|
For the Three Months Ended March 31,
|
|||||||||||||
|
2017
|
|
2016
|
|
Change
|
|
% Change
|
|||||||
Marketing costs
|
$
|
6,467,311
|
|
|
$
|
11,065,666
|
|
|
$
|
(4,598,355
|
)
|
|
(41.6
|
%)
|
Compensation
|
2,387,711
|
|
|
1,716,880
|
|
|
670,831
|
|
|
39.1
|
%
|
|||
Selling, general and administrative
|
2,118,118
|
|
|
1,259,626
|
|
|
858,492
|
|
|
68.2
|
%
|
|||
Operating expenses
|
$
|
10,973,140
|
|
|
$
|
14,042,172
|
|
|
$
|
(3,069,032
|
)
|
|
(21.9
|
%)
|
•
|
pay fees to the lender associated with the credit facility;
|
•
|
meet prescribed financial covenants;
|
•
|
maintain our corporate existence in good standing;
|
•
|
grant the lender a security interest in our assets;
|
•
|
provide financial information to the lender; and
|
•
|
refrain from any transfer of any of our business or property, subject to customary exceptions.
|
•
|
using the combined company’s cash and other assets efficiently to develop the business of the combined company;
|
•
|
appropriately managing the liabilities of the combined company;
|
•
|
potential unknown or currently unquantifiable liabilities associated with the merger and the operations of the combined company; and
|
•
|
performance shortfalls at one or both of the companies as a result of the diversion of management’s attention caused by completing the acquisition and integrating the companies’ operations.
|
Exhibit No.
|
|
Description of Exhibit
|
10.26
|
|
Eight Business Financing Modification Agreement dated March 27, 2017 by and among Western Alliance Bank, Inuvo, Inc., BabytoBee LLC, Kowabunga Marketing, Inc., Vertro, Inc. and Alot, Inc. *
|
10.27
|
|
Asset Purchase Agreement dated February 6, 2017 by and among Inuvo, Inc., NetSeer Acquisition, Inc. and NetSeer, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed February 7, 2017)
|
10.28
|
|
Escrow Agreement dated February 6, 2017 by and among Inuvo, Inc., NetSeer Acquisition, Inc., NetSeer, Inc. and Pearlman Law Group LLP (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed February 7, 2017)
|
10.29
|
|
Registration Rights Agreement dated February 6, 2017 by and among Inuvo, Inc. and NetSeer, Inc. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed February 7, 2017)
|
31.1
|
|
Rule 13a-14(a)/15d-14(a) certification of Chief Executive Officer *
|
31.2
|
|
Rule 13a-14(a)/15d-14(a) certification of Chief Financial Officer *
|
32.1
|
|
Section 1350 certification of Chief Executive Officer *
|
32.2
|
|
Section 1350 certification of Chief Financial Officer *
|
101.INS
|
|
XBRL Instance Document *
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document *
|
1010.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document *
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document *
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document *
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document *
|
|
Inuvo, Inc.
|
|
|
|
|
|
|
May 5, 2017
|
By:
|
/s/ Richard K. Howe
|
|
|
|
Richard K. Howe,
|
|
|
|
Chief Executive Officer, principal executive officer
|
|
|
|
|
|
May 5, 2017
|
By:
|
/s/
Wallace D. Ruiz
|
|
|
|
Wallace D. Ruiz,
|
|
|
|
Chief Financial Officer, principal financial and accounting officer
|
|
1 Year Inuvo Chart |
1 Month Inuvo Chart |
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