Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Jan. 29, 2016 | Jun. 30, 2015 | |
Document And Entity Information | |||
Entity Registrant Name | Inuvo, Inc. | ||
Entity Central Index Key | 829,323 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 24,375,881 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 62.9 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash | $ 4,257,204 | $ 3,714,525 |
Accounts receivable, net of allowance for doubtful accounts of $17,200 and $86,722, respectively | 7,001,337 | 5,106,300 |
Unbilled revenue | 16,154 | 23,541 |
Prepaid expenses and other current assets | 345,752 | 299,873 |
Total current assets | 11,620,447 | 9,144,239 |
Property and equipment, net | 1,805,561 | 959,475 |
Other assets | ||
Goodwill | 5,760,808 | 5,760,808 |
Intangible assets, net of accumulated amortization | 9,320,951 | 9,530,322 |
Other assets | 224,759 | 211,833 |
Total other assets | 15,306,518 | 15,502,963 |
Total assets | 28,732,526 | 25,606,677 |
Current liabilities | ||
Accounts payable | 10,080,315 | 5,714,158 |
Accrued expenses and other current liabilities | 3,169,445 | 3,704,464 |
Term and credit notes payable - current portion | 0 | 959,942 |
Total current liabilities | 13,249,760 | 10,378,564 |
Long-term liabilities | ||
Deferred tax liability | 3,799,600 | 3,552,500 |
Term and credit notes payable - long term | 0 | 2,666,667 |
Other long-term liabilities | 722,722 | 735,211 |
Total long-term liabilities | 4,522,322 | 6,954,378 |
Stockholders’ equity | ||
Preferred stock, $.001 par value: Authorized shares - 500,000 - none issued and outstanding | 0 | 0 |
Common stock, $.001 par value: Authorized shares - 40,000,000, issued shares 24,752,408 and 24,087,627, respectively Outstanding shares - 24,375,881 and 23,711,100, respectively | 24,752 | 24,087 |
Additional paid-in capital | 129,081,029 | 128,734,759 |
Accumulated deficit | (116,748,778) | (119,088,552) |
Treasury stock, at cost - 376,527 shares | (1,396,559) | (1,396,559) |
Total stockholders' equity | 10,960,444 | 8,273,735 |
Total liabilities and stockholders' equity | $ 28,732,526 | $ 25,606,677 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Assets | ||
Allowance for doubtful accounts | $ 17,200 | $ 86,722 |
Stockholders Equity | ||
Preferred stock par value (usd per share) | $ 0.001 | $ 0.001 |
Preferred stock shares authorized (in shares) | 500,000 | 500,000 |
Preferred stock shares issued (in shares) | 0 | 0 |
Preferred stock shares outstanding (in shares) | 0 | 0 |
Common stock, par value (usd per share) | $ 0.001 | $ 0.001 |
Common stock shares authorized (in shares) | 40,000,000 | 40,000,000 |
Common stock shares issued (in shares) | 24,752,408 | 24,087,627 |
Common stock shares Outstanding (in shares) | 24,375,881 | 23,711,100 |
Treasury stock (in shares) | 376,527 | 376,527 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | ||
Net revenue | $ 70,438,116 | $ 49,599,486 |
Cost of revenue | 23,721,996 | 20,424,561 |
Gross profit | 46,716,120 | 29,174,925 |
Operating expenses | ||
Marketing costs | 34,324,646 | 17,450,199 |
Compensation | 5,598,804 | 4,830,505 |
Selling, general and administrative | 4,645,697 | 4,397,212 |
Total operating expenses | 44,569,147 | 26,677,916 |
Operating income | 2,146,973 | 2,497,009 |
Interest expense, net | (141,311) | (351,225) |
Income from continuing operations before taxes | 2,005,662 | 2,145,784 |
Income tax benefit | 300,143 | 0 |
Net income from continuing operations | 2,305,805 | 2,145,784 |
Net income (loss) from discontinued operations | 33,969 | (40,670) |
Net income | $ 2,339,774 | $ 2,105,114 |
Per common share data: Basic and Diluted | ||
Net income from continuing operations (in usd per share) | $ 0.10 | $ 0.09 |
Net income from discontinued operations (in usd per share) | 0 | 0 |
Net income (in usd per share) | $ 0.10 | $ 0.09 |
Weighted average shares | ||
Basic (in shares) | 24,249,852 | 23,527,872 |
Diluted (in shares) | 24,539,555 | 24,145,823 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Total | Common Stock | Additional Paid in Capital | Accumulated Deficit | Treasury Stock |
Beginning Balance, Shares at Dec. 31, 2013 | 23,386,780 | ||||
Beginning Balance, Amount at Dec. 31, 2013 | $ 5,341,866 | $ 23,763 | $ 127,908,328 | $ (121,193,666) | $ (1,396,559) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 2,105,114 | 2,105,114 | |||
Stock-based compensation | 991,948 | 991,948 | |||
Stock issued for vested restricted stock awards (in shares) | 324,320 | ||||
Stock issued for vested restricted stock awards | 0 | $ 324 | (324) | ||
Taxes withheld on vested restricted stock | (165,193) | (165,193) | |||
Ending Balance, Shares at Dec. 31, 2014 | 23,711,100 | ||||
Ending Balance, Amount at Dec. 31, 2014 | 8,273,735 | $ 24,087 | 128,734,759 | (119,088,552) | (1,396,559) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 2,339,774 | 2,339,774 | |||
Stock-based compensation | 707,544 | 707,544 | |||
Stock issued for vested restricted stock awards (in shares) | 664,781 | ||||
Stock issued for vested restricted stock awards | (109,527) | $ 665 | (110,192) | ||
Taxes withheld on vested restricted stock | (251,082) | (251,082) | |||
Ending Balance, Shares at Dec. 31, 2015 | 24,375,881 | ||||
Ending Balance, Amount at Dec. 31, 2015 | $ 10,960,444 | $ 24,752 | $ 129,081,029 | $ (116,748,778) | $ (1,396,559) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Operating activities: | ||
Net income | $ 2,339,774 | $ 2,105,114 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 1,807,350 | 1,749,538 |
Stock based compensation | 707,544 | 991,948 |
Deferred income taxes | 233,480 | 0 |
Amortization of financing fees | 19,804 | 28,863 |
Settlement of tax liability | (406,453) | 0 |
Adjustment of European liabilities related to discontinued operations | (59,751) | (2,494) |
Provision (Recovery) for doubtful accounts | (6,036) | 23,877 |
Change in operating assets and liabilities: | ||
Accounts receivable and unbilled revenue | (2,001,613) | (1,519,421) |
Prepaid expenses and other assets | (19,370) | 306,017 |
Accounts payable | 4,545,906 | (518,881) |
Accrued expenses and other liabilities | (1,054,363) | 944,425 |
Other | 0 | (165,193) |
Net cash provided by operating activities | 6,106,272 | 3,943,793 |
Investing activities: | ||
Purchases of equipment and capitalized development costs | (1,525,888) | (839,867) |
Net cash used in investing activities | (1,525,888) | (839,867) |
Financing activities: | ||
Net taxes paid on RSU grants exercised | (360,608) | 0 |
Proceeds from term note | 0 | 2,000,000 |
Proceeds from revolving line of credit | 4,000,000 | 2,550,000 |
Prepaid financing fees | 25,600 | 43,895 |
Payments on revolving line of credit | (5,793,275) | (4,011,469) |
Payments on term note payable and capital leases | (1,909,422) | (3,108,980) |
Net cash used in financing activities | (4,037,705) | (2,526,554) |
Net change – cash | 542,679 | 577,372 |
Cash, beginning of year | 3,714,525 | 3,137,153 |
Cash, end of year | 4,257,204 | 3,714,525 |
Supplemental information: | ||
Interest paid | 122,136 | 290,244 |
Income taxes paid, net of refund | 280,453 | 0 |
Cash received from construction allowance | 200,000 | 0 |
Non-cash investing activities: | ||
Purchase of property and equipment under capital lease | 103,609 | 0 |
Purchase of intangible assets through a contingent liability | $ 715,874 | $ 0 |
Organization and Business
Organization and Business | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | Organization and Business Company Overview Inuvo, Inc. is an internet advertising technology and digital publishing company. We develop technology to deliver content and targeted advertisements over the internet. We generate revenue when an end user clicks on the advertisements we delivered. We manage our business as two segments, the Partner Network and the Owned and Operated Network. The Partner Network delivers advertisements to our partners' owned or managed websites and applications on desktop, tablet and mobile devices. We generate revenue in this segment when an advertisement we serve is clicked. At that time, we share a portion of the revenue we collect from the advertiser with the publishing partner where the click originated. Our proprietary technology platform allows for targeted distribution of advertisements at a scale that measures in the hundreds of millions of advertisements delivered monthly. The Owned and Operated Network designs, builds and markets consumer websites and applications. This segment consists of our mobile-ready ALOT websites and acquired web properties. The focus is on providing engaging content to our users. The majority of revenue generated by this segment is derived from clicks on advertisements delivered through web searches and advertisements displayed on the websites. We have taken several significant steps to position our business for long-term success including investments in ad serving technology, the development of adaptive, native advertising technology, the creation of proprietary content, the expansion of publishers within the Partner Network, the continued expansion of direct relationships with advertisers, and the optimization of overhead and operational costs all of which we expect will improve revenue and profitability. Our ALOT-branded websites and applications have a broad appeal focusing on popular topics such as health, local search, finance, careers, travel, living and education. These sites are content rich, searchable, mobile-ready web properties. We plan to continue the expansion of our website and mobile application business by expanding the ALOT brand and acquiring websites. In 2015, we launched our proprietary native advertising solution for web publishers and application developers, "SearchLinks" ® . This is our entry product in the fast growing native advertising marketplace where ad copy seamlessly integrates with the content of the host website or application. SearchLinks was made available to the marketplace in the third quarter of 2015. We expect it to be a contributor to growth in 2016. Liquidity On September 29, 2014, we renewed our Business Financing Agreement with Bridge Bank, N.A. ("Bridge Bank") (see Note 6, "Notes Payable"). The renewal provided continued access to the revolving line of credit up to $10 million through September 2016 and a new term loan of $2 million through September 2017. As of December 31, 2015 , the balance of both the term loan and the revolving line of credit was zero . The revolving line of credit had approximately $6.5 million in availability at December 31, 2015 . During the first quarter of 2014, we filed an S-3 registration statement with the Securities and Exchange Commission ("SEC") to replace the existing, expiring S-3 "shelf" registration statement. Though we believe the revolving line of credit and cash generated by operations will provide sufficient cash for operations over the next twelve months, we may still elect to sell stock to the public or to selected investors, or borrow under the current or any replacement line of credit or other debt instruments in order to fund the development of our technologies, make acquisitions, pursue new business opportunities or grow existing businesses. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of presentation - The consolidated financial statements include our accounts and those of our wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Cash and cash equivalents - Cash and cash equivalents consist of highly liquid investments with original maturities of three months or less. Revenue recognition - We recognize revenue in accordance with Accounting Standards Codification (“ASC”) ASC 605-10 Revenue Recognition-General . We recognize revenue when the following criteria have been met: persuasive evidence of an arrangement exists, the fees are fixed and determinable, no significant obligations remain and collection of the related receivable is reasonably assured. Most of our revenue is generated through clicks on advertisements presented on our properties or those of our partners. We recognize revenue from clicks in the period in which the click occurs. Payments to partners who display advertisements on our behalf are recognized as cost of revenue. Revenue from data sales and commissions is recognized in the period in which the transaction occurs and the other revenue recognition criteria are met. Accounts receivable - Accounts receivable consists of trade receivables from customers. We record accounts receivable at its net realizable value, recognizing an allowance for doubtful accounts based on our best estimate of probable credit losses on our existing accounts receivable. Balances are written off against the allowance after all means of collection have been exhausted and the possibility of recovery is considered remote. Marketing costs - Marketing costs include the purchase of sponsored listings from search engines and is our primary method of attracting consumers to our owned and operated applications and websites. We expense these costs as incurred and present them as a separate line item in operating expenses on the consolidated statements of income. Property and equipment - Property and equipment are stated at cost, net of accumulated depreciation and amortization. Major renewals and improvements are capitalized while maintenance and repairs which do not improve or extend the life of the respective assets are expensed as incurred. Costs of assets sold or retired and the related accumulated depreciation are eliminated from accounts and the net gain or loss is reflected as an operating expense in the statements of income. Property and equipment are depreciated on a straight-line basis over three years for equipment, five to seven years for furniture and fixtures and two to three years for software. Leasehold improvements are amortized over the lesser of the estimated useful life of the asset or the remaining term of the lease. Depreciation expense was $882,105 and $955,534 , respectively, for the years ended December 31, 2015 and 2014 . Capitalized Software Costs - We capitalize certain costs related to internally developed software and amortize these costs using the straight-line method over the estimated useful life of the software, generally two years . We do not sell internally developed software. Certain development costs not meeting the criteria for capitalization, in accordance with ASC 350-40 Internal-Use Software , are expensed as incurred. Goodwill - Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the net tangible and intangible assets acquired. In accordance with ASC 350, Goodwill and Other Intangible Assets (“ASC 350”), we test goodwill for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis or more frequently if we believe indicators of impairment exist. The performance of the test involves a two-step process. The first step of the impairment test involves comparing the fair values of the applicable reporting units with their aggregate carrying value, including goodwill. We generally determine the fair value of our reporting units using the income approach methodology of valuation that includes the undiscounted cash flow method as well as other generally accepted valuation methodologies. If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, we perform the second step of the goodwill impairment test to determine the amount of impairment loss. The second step of the goodwill impairment test involves comparing the implied fair value of the affected reporting unit’s goodwill with the carrying value of that goodwill (See Note 5). During 2015 and 2014 , we elected to proceed directly to the two-step testing process. We determined there was no impairment of goodwill during 2015 and 2014 . See Note 5, Intangible Assets and Goodwill, for more information. Intangible Assets - We allocate a portion of the purchase price of acquisitions to identifiable intangible assets and we amortize definite-lived assets over their estimated useful lives. We consider our indefinite-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We amortize our identifiable intangible assets, which result from acquisitions accounted for under the purchase method of accounting, using the straight-line method over their estimated useful lives. Trade names are not amortized as they are believed to have an indefinite life. Trade names are reviewed annually for impairment under ASC 350. As a result of our acquisition of Vertro, Inc. ("Vertro") in March 2012, we recognized an asset for the customer relationship with Google of $8,820,000 and assigned it a useful life of 20 years. A primary reason for acquiring Vertro was its relationship with Google. Up to the time of the acquisition, we principally had access to the Yahoo! inventory of advertisements. Among the many valuable assets acquired in the Vertro transaction was this Google relationship and the access it provided to an enormous inventory of advertisements. In addition, we acquired the ALOT brand, whose products are monetized through Google and has historically produced a better margin than monetization through Yahoo!. In determining the useful life of this asset, we considered the strategic importance of Vertro's strong relationship with Google. Vertro and its predecessor company had contracts and successful renewals with Google that date back to 2006. The most recent renewal was February 1, 2015. We expect the relationship with Google to continue through the 20 year amortization period and beyond. At the time of the Vertro acquisition, we engaged a third party valuation service to determine the fair value of the acquired assets. At the close of the 2015 and 2014 fiscal years, we again engaged a third party valuation service to reassess the fair value of the acquired assets. From time to time, both search marketplaces, Google and Yahoo!, may implement policy or marketplace changes. In January 2013 Google requested changes to our agreement that impacted marketing programs for one of our ALOT products, the Appbar, the result of which was a decline in the number of product installs. Since acquiring the ALOT brand in the Vertro acquisition, we have materially expanded the brand into a number of additional owned and operated websites and applications. We expect products within the brand to ebb and flow as customer preferences change and Google adjusts its marketplace policies. At the close of 2013, we considered the Google change and decided to transition out of the Appbar product and replace it with web properties that we develop. At the close of 2014, we determined that the asset continued to be recoverable despite the impact to the Appbar product and our decision to transition away from it. We made this determination in part because during 2014 we completely replaced the revenue and margin from the Appbar product with other ALOT-branded and Google monetized products. Between websites and applications, we have launched more than 20 new ALOT-branded products in 2013, 2014 and 2015 and we expect to continue aggressively building out our Owned and Operated Network segment into the future. In May 2015, we purchased two domain websites and recorded the purchase at $715,874 . We recorded no impairment of intangible assets during 2015 or 2014 . See Note 5, Intangible Assets and Goodwill, for more information. Income taxes - We utilize the liability method of accounting for income taxes as set forth in ASC 740 , Income Taxes (“ASC 740”). Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax bases of assets and liabilities. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. In assessing the need for a valuation allowance, we must project future levels of taxable income, which requires significant judgment. We examine evidence related to the history of taxable losses or income, the economic conditions in which we operate, organizational characteristics, our forecasts and projections, as well as factors affecting liquidity. We believe it is more likely than not that essentially none of our deferred tax assets will be realized, and we have recorded a valuation allowance for the net deferred tax assets that may not be realized as of December 31, 2015 and 2014 . We have adopted certain provisions of ASC 740. This statement clarifies the criteria that an individual tax position must satisfy for some or all of the benefits of that position to be recognized in a company’s financial statements. ASC 740 prescribes a recognition threshold of more likely than not, and a measurement attribute for all tax positions taken or expected to be taken on a tax return, in order to be recognized in the financial statements. Impairment of long-lived assets - In accordance with ASC 360 , Property, Plant and Equipment , long-lived assets, such as property and equipment, and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of the asset is measured by comparison of the carrying amount to future undiscounted cash flows the asset is expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset exceeds the fair value. Stock-based compensation - We value stock compensation based on the fair value recognition provisions ASC 718 , Compensation – Stock Compensation, which establishes accounting for stock-based awards exchanged for employee services and requires companies to expense the estimated grant date fair value of stock awards over the requisite employee service period. The fair value of restricted stock awards is based on the market price of our common stock on the date of the grant. To value stock option awards, we use the Black-Scholes-Merton option pricing model. This model involves assumptions including the expected life of the option, stock price volatility, risk-free interest rate, dividend yield and exercise price. We recognize compensation expense in earnings over the requisite service period, applying a forfeiture rate to account for expected forfeitures of awards. See Note 10, Stock-Based Compensation, for further details on our stock awards. Government Grant - During the first quarter of 2013, we received a grant from the state of Arkansas to relocate our corporate headquarters to Conway, AR. We recognize the grant funds into income as a reduction of the related expense in the period in which those expenses are recognized. We defer grant funds related to capitalized costs and classify them as current or long-term liabilities on the balance sheet according to the classification of the associated asset. Grant funds received are presented on the consolidated statements of cash flows as operating or investing cash flows depending on the classification of the underlying spend. Treasury Stock - The cost method was used in recording the purchase of the treasury stock. Treasury stock changes as a result of common stock we acquire in the market. Earnings per share - During the periods presented, we had securities that could potentially dilute basic earnings per share in the future. For the year ended December 31, 2015 , options to purchase 312,331 shares with a weighted average exercise price of $4.51 per share and warrants to purchase 656,112 shares with a weighted average exercise price of $2.45 per share were excluded from the diluted shares calculation for 2015 because their exercise price was higher than the average stock price for the period. In addition, restricted stock units totaling 971,055 shares with a weighted average grant date price of $3.41 were also excluded because the effect of their inclusion would have been anti-dilutive. For the year ended December 31, 2014 , options to purchase 356,877 shares with a weighted average exercise price of $6.06 per share and warrants to purchase 725,000 shares with a weighted average exercise price of $2.15 per share were excluded from the diluted shares calculation for 2014 because their exercise price was higher than the average stock price for the period. In addition, restricted stock units totaling 409,029 shares with a weighted average grant date price of $2.71 were also excluded because the effect of their inclusion would have been anti-dilutive. Operating segments - ASC 280 , Segment Reporting, requires disclosures of certain information about operating segments, products and services, geographic areas in which we operate, and their major customers. We have evaluated the effect of this standard and have determined that we currently operate in two segments, the Partner Network and the Owned and Operated Network. See Note 16 for additional segment information. Concentration of credit risk - We are exposed to concentrations of risk primarily in cash and cash equivalents and accounts receivable, which are generally not collateralized. Our policy is to place our cash and cash equivalents with high credit quality financial institutions in order to limit the amount of credit exposure. We do not require collateral from our customers, but our credit extension and collection policies include monitoring payments and aggressively pursuing delinquent accounts. We maintain allowances for potential credit losses. At times, deposits may exceed FDIC limits. Customer concentrations - At December 31, 2015 , we had two individual customers with accounts receivable balances greater than 10% of the gross accounts receivable from continuing operations. These customers combined owed approximately 98.6% and 94.8% of our gross accounts receivable balance as of December 31, 2015 and 2014 , respectively. The same two customers accounted for 98.0% and 97.3% of our revenue for the years ended December 31, 2015 and 2014 , respectively. Use of estimates - The preparation of financial statements, in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"), requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, net revenues and expenses and disclosure of contingent assets and liabilities. The estimates and assumptions used in the accompanying consolidated financial statements are based upon management’s regular evaluation of the relevant facts and circumstances as of the date of the consolidated financial statements. We regularly evaluate estimates and assumptions related to allowances for returns and redemptions, allowances for doubtful accounts, goodwill and purchased intangible asset valuations, lives of intangible assets, deferred income tax asset valuation allowances, contingent liabilities, including the Arkansas grant contingency, and stock compensation. Actual results may differ from the estimates and assumptions used in preparing the accompanying consolidated financial statements, and such differences could be material. Litigation and settlement costs - From time to time, we are involved in disputes, litigation and other legal actions. In accordance with ASC 450 , Contingencies , we record a charge equal to at least the minimum estimated liability for a loss contingency when both of the following conditions are met: (i) information available prior to issuance of the consolidated financial statements indicates that it is probable that an asset had been impaired or a liability had been incurred as of the date of the consolidated financial statements and (ii) the range of loss can be reasonably estimated. See Note 15 for additional information. Recent accounting pronouncements not yet adopted In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which requires management to recognize revenue when a customer obtains control rather than when we have transferred substantially all risks and rewards of a good or service and requires expanded disclosures. ASU 2014-09, as amended, is effective for annual reporting periods beginning after December 15, 2017, with early adoption permitted as of annual periods beginning after December 15, 2016. The adoption of ASU 2014-09 is not expected to have an impact on the Company’s consolidated financial position or results of operations. In November 2015, FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes, to simplify the presentation of deferred income taxes. The amendments in this Update require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments in this Update apply to all entities that present a classified statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments in this Update. The amendments in this Update are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period. The adoption of ASU 2015-17 is not expected to have a significant impact on the Company’s consolidated financial position or results of operations. |
Allowance for Doubtful Accounts
Allowance for Doubtful Accounts | 12 Months Ended |
Dec. 31, 2015 | |
Allowance for Doubtful Accounts [Abstract] | |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The activity in the allowance for doubtful accounts was as follows during the years ended December 31, 2015 and 2014 : 2015 2014 Balance at the beginning of the year $ 86,722 $ 62,845 Provision for bad debts (6,036 ) 34,000 Charge-offs (67,126 ) (10,123 ) Recoveries 3,640 — Balance at the end of the year $ 17,200 $ 86,722 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment The net carrying value of property and equipment at December 31, 2015 and 2014 was as follows: 2015 2014 Furniture and fixtures $ 230,637 $ 67,341 Equipment 2,815,748 2,585,659 Software 9,856,947 8,822,310 Leasehold improvements 436,311 66,903 Subtotal $ 13,339,643 $ 11,542,213 Less: accumulated depreciation and amortization (11,534,082 ) (10,582,738 ) Total $ 1,805,561 $ 959,475 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Intangible Assets and Goodwill During 2015 and 2014 , we evaluated our intangible assets and goodwill for impairment at the reporting unit level. We elected to omit the qualitative assessment of impairment factors and proceed directly to impairment testing with the assistance of a third-party valuation firm. No indication of impairment was noted. The following is a schedule of intangible assets and goodwill from continuing operations as of December 31, 2015 : Term Carrying Value Accumulated Amortization and Impairment Net Carrying Value 2015 Amortization Names database (1) 9 months $ 17,417,397 $ (17,417,397 ) $ — $ — Bundled downloads (1) 4.5 months 2,447,075 (2,447,075 ) — — Intangible assets classified as current $ 19,864,472 $ (19,864,472 ) $ — $ — Customer list, Google 20 years $ 8,820,000 $ (1,690,500 ) $ 7,129,500 $ 441,000 Customer list, all other 10 years 1,610,000 (617,182 ) 992,818 161,004 Exclusivity agreement 1 year 120,000 (120,000 ) — — Trade names, ALOT (2) 5 years 960,000 (736,000 ) 224,000 192,000 Domain websites (3) 5 years 715,874 (131,241 ) 584,633 131,241 Trade names, web properties (2) - 390,000 — 390,000 — Intangible assets classified as long-term $ 12,615,874 $ (3,294,923 ) $ 9,320,951 $ 925,245 Goodwill, Partner Network $ 1,776,544 $ — $ 1,776,544 $ — Goodwill, Owned and Operated Network 3,984,264 — 3,984,264 — Goodwill, total $ 5,760,808 $ — $ 5,760,808 $ — The following is a schedule of intangible assets and goodwill from continuing operations as of December 31, 2014 : Term Carrying Value Accumulated Amortization and Impairment Net Carrying Value 2014 Amortization Names database (1) 9 months $ 17,417,397 $ (17,417,397 ) $ — $ — Bundled downloads (1) 4.5 months 2,447,075 (2,447,075 ) — — Intangible assets classified as current 19,864,472 (19,864,472 ) — — Customer list, Google 20 years $ 8,820,000 $ (1,249,500 ) $ 7,570,500 $ 441,000 Customer list, all other 10 years 1,610,000 (456,178 ) 1,153,822 161,004 Exclusivity agreement 1 year 120,000 (120,000 ) — — Trade names, ALOT (2) 5 years 960,000 (544,000 ) 416,000 192,000 Tradenames, web properties (2) - 390,000 — 390,000 — Intangible assets classified as long-term $ 11,900,000 $ (2,369,678 ) $ 9,530,322 $ 794,004 Goodwill, Partner Network $ 1,776,544 $ — $ 1,776,544 $ — Goodwill, Owned and Operated Network 3,984,264 — 3,984,264 — Goodwill, total $ 5,760,808 $ — $ 5,760,808 $ — ___________ (1) The amortization of the names database and bundled downloads assets are included in cost of revenue. (2) We have determined ALOT trade name should be amortized over five years and the trade names related to our web properties have an indefinite life and as such are not amortized. (3) On May 8, 2015, we purchased two domain websites with a fair value of $715,874 . We determined they should be amortized over 5 years (see Note 8). Our amortization expense over the next five years and thereafter is as follows: 2016 $ 937,176 2017 777,176 2018 745,176 2019 745,176 2020 613,949 Thereafter $ 5,112,298 Total $ 8,930,951 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Notes Payable | Notes Payable The following table summarizes our notes payable balances as of December 31, 2015 and 2014 : 2015 2014 Term note payable - 4.25 percent at December 31, 2015 (prime plus 1 percent), due September 10, 2017 $ — $ 1,833,334 Revolving credit line - 3.75 percent at December 31, 2015 (prime plus 0.5 percent), due September 29, 2016 — 1,793,275 Total $ — $ 3,626,609 Less: current portion — (959,942 ) Term and revolving credit line - long term portion $ — $ 2,666,667 On March 1, 2012 we entered into a Business Financing Agreement with Bridge Bank. The agreement provided us with a $5 million term loan and access to a revolving credit line of up to $10 million which we use to help satisfy our working capital needs. We have provided Bridge Bank with a first priority perfected security interest in all of our accounts and personal property as collateral for the credit facility. Available funds under the revolving credit line are 80% of eligible accounts receivable balances plus $1 million up to a limit of $10 million . Eligible accounts receivable is generally defined as those from United States based customers that are not more than 90 days from the date of the invoice. We had approximately $6.5 million as of December 31, 2015 . In September 2014, the Company entered into the Fifth Business Financing Modification Agreement with Bridge Bank that renewed the existing Agreement and modified some terms. The renewed agreement extended the revolving line of credit to September 2016 and provided for a new term loan of $2 million through September 2017. As of December 31, 2015, we reduced the balance of the term loan and the revolving line of credit to zero . On October 9, 2014, the Agreement was amended to clarify the definition of the financial covenants. The financial covenants are Debt Service Coverage Ratio, measured monthly on a trailing three months basis, of not less than 1.75 to 1.0 for the August 2014 measuring period, and each monthly measuring period thereafter and an Asset Coverage Ratio, measured monthly, of not less than 1.25 to 1.0 for the month ended August 31, 2014 and September 30, 2014; 1.15 to 1.0 for the month ended October 31, 2014, November 30, 2014 and December 31, 2014, and 1.25 to 1.0 for the month ending January 31, 2015 and each month thereafter. We were in compliance with all bank covenants as of December 31, 2015 . |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities The accrued expenses and other current liabilities consist of the following at December 31, 2015 and 2014 : 2015 2014 Accrued marketing costs $ 1,404,488 $ 1,744,143 Accrued payroll and commission liabilities 643,908 5,236 Accrued sales allowance 500,000 567,517 Accrued expenses and other 294,629 552,288 Contingent stock due for acquired domains, current portion 238,625 — Capital leases, current portion 46,313 34,381 Deferred Arkansas grant, current portion and accrued reserve 27,679 224,994 Accrued taxes 13,803 267,905 Loss contingency (1) — 308,000 Total $ 3,169,445 $ 3,704,464 (1) On November 20th, we settled a legal dispute for $100,000 , resulting in the adjustment of the loss contingency to zero . |
Other Long-Term Liabilities
Other Long-Term Liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Other Liabilities Disclosure [Abstract] | |
Other Long-Term Liabilities | Other Long-Term Liabilities Other long-term liabilities consist of the following at December 31, 2015 and 2014 : 2015 2014 Contingent stock due for acquired domains, less current portion $ 477,249 $ — Deferred rent 198,323 70,861 Capital leases, less current portion 31,210 15,621 Deferred Arkansas grant, less current portion 15,940 142,276 Taxes payable — 506,453 Total $ 722,722 $ 735,211 In February 2015, we settled a disputed income tax claim with the State of New Jersey. The claim related to the 2007-2009 tax years and was settled for $100,000 . As a result, the long-term taxes payable liability of $506,453 was adjusted to zero . On May 8, 2015, we purchased two domain websites with a fair value of $715,874 (see Note 5). The purchase consideration is our common stock and is contingent upon the seller attaining specific performance targets over three years. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision for income taxes consists of the following: 2015 2014 Current tax provision $ 4,081 $ 236,403 Deferred tax benefit (304,224 ) (236,403 ) Total tax benefit $ (300,143 ) $ — A reconciliation of the expected Federal statutory rate to our actual rate as reported for each of the periods presented is as follows: 2015 2014 Federal statutory rate 34 % 34 % State income tax rate, net of federal benefit — % 8 % Permanent differences 1 % — % Temporary differences 4 % — % New Jersey tax settlement and other 11 % — % Net operating loss adjustment — % (30 %) Change in valuation allowance (65 %) (12 %) (15 %) — % Deferred Income Taxes Deferred income taxes are the result of temporary differences between book and tax basis of certain assets and liabilities, timing of income and expense recognition of certain items and net operating loss carry-forwards. We assess temporary differences resulting from different treatments of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are recorded in the consolidated balance sheets. We evaluate the realizability of our deferred tax assets on a regular basis, an exercise that requires significant judgment. In the course of this evaluation we considered our recent history of tax losses, the economic conditions in which we operate, recent organizational changes and our forecasts and projections. We believe it is more likely than not that essentially none of our deferred tax assets will be realized, and we have recorded a valuation allowance for the net deferred tax assets that may not be realized as of December 31, 2015 and 2014 . The following is a schedule of the deferred tax assets and liabilities as of December 31, 2015 and 2014 : 2015 2014 Deferred tax assets: Net operating loss carry forward $ 34,164,267 $ 34,176,741 Intangible assets 3,909,300 4,435,700 Deferred rent 2,200 46,300 Depreciation — 164,100 Allowance for doubtful accounts 6,900 48,800 Accrued expense 552,500 746,700 Stock based expenses 1,201,800 1,493,100 Other 15,000 24,200 Subtotal 39,851,967 41,135,641 Less valuation allowance (39,838,347 ) (41,135,641 ) Total 13,620 — Deferred tax liabilities: Intangibles 3,435,700 3,523,000 Other 363,900 29,500 Total 3,799,600 3,552,500 Total deferred tax assets (liabilities) $ (3,785,980 ) $ (3,552,500 ) The net operating losses amounted to approximately $77,854,000 and expire beginning 2021 through 2033. Pursuant to Internal Revenue Service Code Section 382, the use of certain of the Company’s net operating loss carry forwards are limited due to a cumulative change in ownership. We are currently open to audit under the statute of limitations by the Internal Revenue Service for the years ending December 31, 2012 through 2014. Our state income tax returns are open to audit under the statute of limitations for the same periods. We recognize interest and penalties related to income taxes in income tax expense. We have incurred no penalties and interest for the years ended December 31, 2015 and 2014 . |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation We maintain a stock-based compensation program intended to attract, retain and provide incentives for talented employees and directors and align stockholder and employee interests. Currently, we grant options and restricted stock units ("RSUs") from the 2010 Equity Compensation Plan (“2010 ECP”). Option and restricted stock unit vesting periods are generally up to three years. Compensation Expense We recorded stock-based compensation expense for all equity incentive plans of approximately $707,544 and $991,948 for the years ended December 31, 2015 and 2014 , respectively. Total compensation cost not yet recognized at December 31, 2015 was $2,763,214 to be recognized over a weighted-average recognition period of 1.6 years . Significant Grants and Cancellations 2015 On April 20, 2015, we granted members of our board of directors a total of 51,948 RSUs with a weighted average fair value of $2.31 a share which fully vest on March 31, 2016. On July 27, 2015 and August 4, 2015, we granted certain employees service and performance RSUs totaling 965,500 shares with a weighted average fair value $3.03 per share. The service RSUs vest annually over a three year period, commencing in July 2016, at the rate of 25% of the grant in year one and year two and the remaining 50% of the grant vesting on the third anniversary of the grant date. The awarding of the performance RSUs in contingent upon achieving certain revenue and profit targets and vest annually, one-third upon each anniversary of the grant date. 2014 On April 1, 2014, we granted certain employees a total of 82,000 RSUs with a weighted average fair value of $0.80 per share which vest annually over three years. On April 22, 2014, we also granted employees a performance RSU contingent upon achieving 2014 profit targets. On January 21, 2015, the number of RSUs vested under the April 22, 2014 performance grant was 697,853 shares with a weighted average fair value of $1.13 per share. On April 29, 2014, we granted members of our board of directors a total of 102,560 RSUs with a weighted average fair value of $0.78 a share which were fully vested at March 31, 2015. In September 2014, 20,073 RSUs were granted to a new director with a weighted average fair value of $1.53 per share which were fully vested at March 31, 2015. Award Information and Activity The following table summarizes the stock grants outstanding under our 2005 Long-Term Incentive Plan ("2005 LTIP") and 2010 ECP plans as of December 31, 2015 : Options Outstanding RSUs Outstanding Options and RSUs Exercised Available Shares Total 2010 ECP 250,498 1,089,796 1,965,734 529,917 3,835,945 2005 LTIP (*) 33,748 139,973 810,112 — 983,833 Total 284,246 1,229,769 2,775,846 529,917 4,819,778 (*) Expired June 2015 The fair value of restricted stock units is determined using market value of the common stock on the date of the grant. The fair value of stock options is determined using the Black-Scholes-Merton valuation model. The use of this valuation model involves assumptions that are judgmental and highly sensitive in the determination of compensation expense and include the expected life of the option, stock price volatility, risk-free interest rate, dividend yield, exercise price, and forfeiture rate. Forfeitures are estimated at the time of valuation and reduce expense ratably over the vesting period. The forfeiture rate, which is estimated at a weighted average of 0% of unvested options outstanding, is adjusted periodically based on the extent to which actual forfeitures differ, or are expected to differ, from the previous estimate. At December 31, 2015 , the 2005 LTIP and 2010 ECP plans had outstanding options of 284,246 options and all were exercisable with an aggregate intrinsic value of $0 , a weighted average exercise price of $2.78 and a weighted average remaining contractual term of 4.8 years . The total fair value of options vested during 2015 and 2014 was approximately $0 and $66,000 , respectively. The following table summarizes our stock option activity under the 2005 LTIP and 2010 ECP plans during 2015 : Options Weighted Average Exercise Price Outstanding, beginning of year 284,246 $ 2.78 Granted — $ — Forfeited, expired or cancelled — $ — Exercised — $ — Outstanding, end of year 284,246 $ 2.78 Exercisable, end of year 284,246 $ 2.78 We also have a separate plan which we acquired from Vertro. This plan is not authorized to issue any additional shares. During 2015 , options in the amount of 43,481 shares with a weighted average exercise price of $17.42 expired. At December 31, 2015 we had 38,650 options outstanding and exercisable under this plan with a weighted average exercise price of $16.01 . The weighted average fair value of these options is $0 , and their aggregate intrinsic value is also $0 . The weighted average remaining contractual life of the outstanding and exercisable options is less than 1.0 year. The exercise price of these options is $16.01 . The following table summarizes information about stock options outstanding as of December 31, 2015 : Range of Exercise Price Shares Weighted Average Remaining Contractual Life ( Years) Weighted Average Exercise Price $0.00 – $16.01 284,246 4.8 $ 2.78 No options were granted during 2015 or 2014 . Expected volatility is based on the historical volatility of our common stock over the period commensurate with or longer than the expected life of the options. The expected life of the options is based on the vesting schedule of the option in relation to the overall term of the option. The risk free interest rate is based on the market yield of the U.S. Treasury Bill with a term equal to the expected term of the option awarded. We do not anticipate paying any dividends so the dividend yield in the model is zero . The following table summarizes our restricted stock activity for 2015 : Restricted Stock Weighted Average Fair Value Outstanding, beginning of year 1,177,298 $ 1.02 Granted 1,030,435 $ 2.99 Exercised (924,182 ) $ 0.89 Forfeited (53,782 ) $ 2.70 Outstanding, end of year 1,229,769 $ 2.69 |
Stockholders Equity
Stockholders Equity | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity Attributable to Parent [Abstract] | |
Stockholders Equity | Stockholders Equity As of December 31, 2015 , we have outstanding warrants for the potential issuance of 776,724 shares of common stock. Exercise price for these warrants ranges from $0.87 to $2.20 . These warrants were primarily issued in connection with acquisitions, private placements and debt issuances. The weighted average remaining contractual life of the warrants outstanding at December 31, 2015 was less than 1.0 year and the weighted average exercise price was $2.07 . Authorized Preferred Stock and Authorized Common Stock On March 1, 2012, the Secretary of State of the State of Nevada approved an amendment to the Company's Certificate of Incorporation allowing the Company to increase the number of shares of common stock outstanding from 20,000,000 shares to 40,000,000 . |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations Certain of our subsidiaries previously operated in the European Union ("EU"). Though operations ceased in 2009, statutory requirements require a continued presence in the EU for varying terms until November 2015. Profits and losses generated from the remaining assets and liabilities are accounted for as discontinued operations. Income (loss) from discontinued operations includes activity related to the remaining assets and liabilities of discontinued operations in the European Union. For the twelve months ended December 31, 2015 , we recognized income from discontinued operations of $33,969 due primarily to the adjustment of certain accrued liabilities originating in 2009 and earlier. For the twelve months ended December 31, 2014 , we recognized a net loss of $40,670 , due primarily to an audit adjustment to accrue a liability in the event that the UK Inland Revenue does not accept our method of transfer pricing within the affiliated companies partially offset by an adjustment of certain accrued liabilities originating in 2009 and earlier. |
Retirement Plan Costs
Retirement Plan Costs | 12 Months Ended |
Dec. 31, 2015 | |
Defined Contribution Pension and Other Postretirement Plans Disclosure [Abstract] | |
Retirement Plan Costs | Retirement Plan Costs We provide a 401(k) plan to help our employees prepare for retirement. We match each employee's contributions to the plan up to the first four percent of the employee's annual salary. The matching contribution for the years ended December 31, 2015 and 2014 was $109,029 and $67,401 , respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2015 | |
Leases [Abstract] | |
Leases | Leases We lease certain office space and equipment. As leases expire, it can be expected that they will be renewed or replaced in the normal course of business. Rent expense from continuing operations was approximately $105,446 for the year ended December 31, 2015 and for the year ended December 31, 2014 , was a net rent income $51,605 . Minimum lease payments under non-cancelable operating leases as of December 31, 2015 are: Lease Payments Sublease income 2016 $ 231,560 $ 50,753 2017 177,656 — 2018 181,209 — 2019 184,852 — 2020 140,749 — Total $ 916,026 $ 50,753 In 2013, we entered into an agreement to lease office space in Conway, Arkansas for two years in the total amount of $193,200 which was prepaid. The lease terminated in February 2015 and continued on a month to month basis through November 2015. First Orion Corp., the lessor of this space, is partially owned by a director and shareholder of Inuvo. In April 2015, we entered into a five year agreement to lease office space in Little Rock, Arkansas commencing October 1, 2015, to serve as our headquarters. The new lease is for 12,245 square feet and will cost approximately $171,000 during its first year. Thereafter, the lease payment will increase by 2% . We vacated the Conway, Arkansas premises November 30, 2015. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies From time to time we may become subject to legal proceedings, claims and litigation arising in the ordinary course of business. In addition, we are currently involved in the following litigation which is not incidental to its business: Oltean, et al. v. Think Partnership, Inc.; Edmonton, Alberta CA. On March 6, 2008, Kelly Oltean, Mike Baldock and Terry Schultz, former employees, filed a breach of employment claim against Inuvo in The Court of Queen's Bench of Alberta, Judicial District of Edmonton, Canada, claiming damages for wrongful dismissal in the amount of $200,000 for each of Kelly Oltean and Terry Schultz and $187,500 for Mike Baldock. On March 6, 2008, the same three plaintiffs filed a similar statement of claim against Vintacom Acquisition Company, ULC, a subsidiary of Inuvo, again for wrongful dismissal and claiming the same damages. In October 2009, the two actions were consolidated. The case is in the discovery stage and there has not been any progress in the litigation since April 2013 and Inuvo has been holding this matter in abeyance pending the Plaintiffs taking the next step in the litigation process. |
Segments
Segments | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Segments | Segments We operate our business as two segments, Partner Network and Owned and Operated Network, which are described in Note 1. Listed below is a presentation of net revenue and gross profit for all reportable segments for the years ended December 31, 2015 and 2014 . We currently only track certain assets at the segment level and therefore assets by segment are not presented below. Revenue by Segment 2015 2014 $ % of Revenue $ % of Revenue Partner Network 30,298,532 43.0 % 25,686,241 51.8 % Owned and Operated Network 40,139,584 57.0 % 23,913,245 48.2 % Total net revenue 70,438,116 100.0 % 49,599,486 100.0 % Gross Profit by Segment 2015 2014 $ Gross Profit % $ Gross Profit % Partner Network 6,645,590 21.9 % 5,454,901 21.2 % Owned and Operated Network 40,070,530 99.8 % 23,720,024 99.2 % Total gross profit 46,716,120 66.3 % 29,174,925 58.8 % |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On February 9, 2016, the Nominating, Corporate Governance and Compensation Committee of the Board of Directors, adopted the 2016 Management Incentive Program. The program established a cash incentive pool which may be awarded to executive officers and our employees, including our Chief Executive Officer Richard K. Howe, based our achieving certain revenue and net income levels as determined by our 2016 financial results. The program provides that the total incentive pool which may be available for distribution will be divided between our executive officers ( 75% in the aggregate) and other employees ( 25% in the aggregate), subject to their continued employment with our company. The percentage of pool participation by each of our individual executive officers is fixed by the program and the amount of individual awards to our employees, other than our executive officers, will be determined by Mr. Howe. |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation - The consolidated financial statements include our accounts and those of our wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Cash and cash equivalents | Cash and cash equivalents - Cash and cash equivalents consist of highly liquid investments with original maturities of three months or less. |
Revenue recognition | Revenue recognition - We recognize revenue in accordance with Accounting Standards Codification (“ASC”) ASC 605-10 Revenue Recognition-General . We recognize revenue when the following criteria have been met: persuasive evidence of an arrangement exists, the fees are fixed and determinable, no significant obligations remain and collection of the related receivable is reasonably assured. Most of our revenue is generated through clicks on advertisements presented on our properties or those of our partners. We recognize revenue from clicks in the period in which the click occurs. Payments to partners who display advertisements on our behalf are recognized as cost of revenue. Revenue from data sales and commissions is recognized in the period in which the transaction occurs and the other revenue recognition criteria are met. |
Accounts receivable | Accounts receivable - Accounts receivable consists of trade receivables from customers. We record accounts receivable at its net realizable value, recognizing an allowance for doubtful accounts based on our best estimate of probable credit losses on our existing accounts receivable. Balances are written off against the allowance after all means of collection have been exhausted and the possibility of recovery is considered remote. |
Marketing costs | Marketing costs - Marketing costs include the purchase of sponsored listings from search engines and is our primary method of attracting consumers to our owned and operated applications and websites. We expense these costs as incurred and present them as a separate line item in operating expenses on the consolidated statements of income. |
Property and equipment | Property and equipment - Property and equipment are stated at cost, net of accumulated depreciation and amortization. Major renewals and improvements are capitalized while maintenance and repairs which do not improve or extend the life of the respective assets are expensed as incurred. Costs of assets sold or retired and the related accumulated depreciation are eliminated from accounts and the net gain or loss is reflected as an operating expense in the statements of income. Property and equipment are depreciated on a straight-line basis over three years for equipment, five to seven years for furniture and fixtures and two to three years for software. Leasehold improvements are amortized over the lesser of the estimated useful life of the asset or the remaining term of the lease. |
Capitalized Software Costs | Capitalized Software Costs - We capitalize certain costs related to internally developed software and amortize these costs using the straight-line method over the estimated useful life of the software, generally two years . We do not sell internally developed software. Certain development costs not meeting the criteria for capitalization, in accordance with ASC 350-40 Internal-Use Software , are expensed as incurred. |
Goodwill | Goodwill - Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the net tangible and intangible assets acquired. In accordance with ASC 350, Goodwill and Other Intangible Assets (“ASC 350”), we test goodwill for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis or more frequently if we believe indicators of impairment exist. The performance of the test involves a two-step process. The first step of the impairment test involves comparing the fair values of the applicable reporting units with their aggregate carrying value, including goodwill. We generally determine the fair value of our reporting units using the income approach methodology of valuation that includes the undiscounted cash flow method as well as other generally accepted valuation methodologies. If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, we perform the second step of the goodwill impairment test to determine the amount of impairment loss. The second step of the goodwill impairment test involves comparing the implied fair value of the affected reporting unit’s goodwill with the carrying value of that goodwill (See Note 5). During 2015 and 2014 , we elected to proceed directly to the two-step testing process. |
Intangible assets | Intangible Assets - We allocate a portion of the purchase price of acquisitions to identifiable intangible assets and we amortize definite-lived assets over their estimated useful lives. We consider our indefinite-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We amortize our identifiable intangible assets, which result from acquisitions accounted for under the purchase method of accounting, using the straight-line method over their estimated useful lives. Trade names are not amortized as they are believed to have an indefinite life. Trade names are reviewed annually for impairment under ASC 350. As a result of our acquisition of Vertro, Inc. ("Vertro") in March 2012, we recognized an asset for the customer relationship with Google of $8,820,000 and assigned it a useful life of 20 years. A primary reason for acquiring Vertro was its relationship with Google. Up to the time of the acquisition, we principally had access to the Yahoo! inventory of advertisements. Among the many valuable assets acquired in the Vertro transaction was this Google relationship and the access it provided to an enormous inventory of advertisements. In addition, we acquired the ALOT brand, whose products are monetized through Google and has historically produced a better margin than monetization through Yahoo!. In determining the useful life of this asset, we considered the strategic importance of Vertro's strong relationship with Google. Vertro and its predecessor company had contracts and successful renewals with Google that date back to 2006. The most recent renewal was February 1, 2015. We expect the relationship with Google to continue through the 20 year amortization period and beyond. At the time of the Vertro acquisition, we engaged a third party valuation service to determine the fair value of the acquired assets. At the close of the 2015 and 2014 fiscal years, we again engaged a third party valuation service to reassess the fair value of the acquired assets. From time to time, both search marketplaces, Google and Yahoo!, may implement policy or marketplace changes. In January 2013 Google requested changes to our agreement that impacted marketing programs for one of our ALOT products, the Appbar, the result of which was a decline in the number of product installs. Since acquiring the ALOT brand in the Vertro acquisition, we have materially expanded the brand into a number of additional owned and operated websites and applications. We expect products within the brand to ebb and flow as customer preferences change and Google adjusts its marketplace policies. At the close of 2013, we considered the Google change and decided to transition out of the Appbar product and replace it with web properties that we develop. At the close of 2014, we determined that the asset continued to be recoverable despite the impact to the Appbar product and our decision to transition away from it. We made this determination in part because during 2014 we completely replaced the revenue and margin from the Appbar product with other ALOT-branded and Google monetized products. Between websites and applications, we have launched more than 20 new ALOT-branded products in 2013, 2014 and 2015 and we expect to continue aggressively building out our Owned and Operated Network segment into the future. |
Income taxes | Income taxes - We utilize the liability method of accounting for income taxes as set forth in ASC 740 , Income Taxes (“ASC 740”). Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax bases of assets and liabilities. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. In assessing the need for a valuation allowance, we must project future levels of taxable income, which requires significant judgment. We examine evidence related to the history of taxable losses or income, the economic conditions in which we operate, organizational characteristics, our forecasts and projections, as well as factors affecting liquidity. We believe it is more likely than not that essentially none of our deferred tax assets will be realized, and we have recorded a valuation allowance for the net deferred tax assets that may not be realized as of December 31, 2015 and 2014 . We have adopted certain provisions of ASC 740. This statement clarifies the criteria that an individual tax position must satisfy for some or all of the benefits of that position to be recognized in a company’s financial statements. ASC 740 prescribes a recognition threshold of more likely than not, and a measurement attribute for all tax positions taken or expected to be taken on a tax return, in order to be recognized in the financial statements. |
Impairment of long-lived assets | Impairment of long-lived assets - In accordance with ASC 360 , Property, Plant and Equipment , long-lived assets, such as property and equipment, and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of the asset is measured by comparison of the carrying amount to future undiscounted cash flows the asset is expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset exceeds the fair value. |
Stock-based compensation | Stock-based compensation - We value stock compensation based on the fair value recognition provisions ASC 718 , Compensation – Stock Compensation, which establishes accounting for stock-based awards exchanged for employee services and requires companies to expense the estimated grant date fair value of stock awards over the requisite employee service period. The fair value of restricted stock awards is based on the market price of our common stock on the date of the grant. To value stock option awards, we use the Black-Scholes-Merton option pricing model. This model involves assumptions including the expected life of the option, stock price volatility, risk-free interest rate, dividend yield and exercise price. We recognize compensation expense in earnings over the requisite service period, applying a forfeiture rate to account for expected forfeitures of awards. |
Government Grant | Government Grant - During the first quarter of 2013, we received a grant from the state of Arkansas to relocate our corporate headquarters to Conway, AR. We recognize the grant funds into income as a reduction of the related expense in the period in which those expenses are recognized. We defer grant funds related to capitalized costs and classify them as current or long-term liabilities on the balance sheet according to the classification of the associated asset. Grant funds received are presented on the consolidated statements of cash flows as operating or investing cash flows depending on the classification of the underlying spend. |
Treasury Stock | Treasury Stock - The cost method was used in recording the purchase of the treasury stock. Treasury stock changes as a result of common stock we acquire in the market. |
Earnings per share | Earnings per share - During the periods presented, we had securities that could potentially dilute basic earnings per share in the future. |
Operating segments | Operating segments - ASC 280 , Segment Reporting, requires disclosures of certain information about operating segments, products and services, geographic areas in which we operate, and their major customers. We have evaluated the effect of this standard and have determined that we currently operate in two segments, the Partner Network and the Owned and Operated Network. |
Concentration of credit risk | Concentration of credit risk - We are exposed to concentrations of risk primarily in cash and cash equivalents and accounts receivable, which are generally not collateralized. Our policy is to place our cash and cash equivalents with high credit quality financial institutions in order to limit the amount of credit exposure. We do not require collateral from our customers, but our credit extension and collection policies include monitoring payments and aggressively pursuing delinquent accounts. We maintain allowances for potential credit losses. At times, deposits may exceed FDIC limits. |
Use of estimates | Use of estimates - The preparation of financial statements, in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"), requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, net revenues and expenses and disclosure of contingent assets and liabilities. The estimates and assumptions used in the accompanying consolidated financial statements are based upon management’s regular evaluation of the relevant facts and circumstances as of the date of the consolidated financial statements. We regularly evaluate estimates and assumptions related to allowances for returns and redemptions, allowances for doubtful accounts, goodwill and purchased intangible asset valuations, lives of intangible assets, deferred income tax asset valuation allowances, contingent liabilities, including the Arkansas grant contingency, and stock compensation. Actual results may differ from the estimates and assumptions used in preparing the accompanying consolidated financial statements, and such differences could be material. |
Litigation and settlement costs | Litigation and settlement costs - From time to time, we are involved in disputes, litigation and other legal actions. In accordance with ASC 450 , Contingencies , we record a charge equal to at least the minimum estimated liability for a loss contingency when both of the following conditions are met: (i) information available prior to issuance of the consolidated financial statements indicates that it is probable that an asset had been impaired or a liability had been incurred as of the date of the consolidated financial statements and (ii) the range of loss can be reasonably estimated. |
Recent accounting pronouncements not yet adopted | Recent accounting pronouncements not yet adopted In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which requires management to recognize revenue when a customer obtains control rather than when we have transferred substantially all risks and rewards of a good or service and requires expanded disclosures. ASU 2014-09, as amended, is effective for annual reporting periods beginning after December 15, 2017, with early adoption permitted as of annual periods beginning after December 15, 2016. The adoption of ASU 2014-09 is not expected to have an impact on the Company’s consolidated financial position or results of operations. In November 2015, FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes, to simplify the presentation of deferred income taxes. The amendments in this Update require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments in this Update apply to all entities that present a classified statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments in this Update. The amendments in this Update are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period. The adoption of ASU 2015-17 is not expected to have a significant impact on the Company’s consolidated financial position or results of operations. |
Allowance for Doubtful Accoun25
Allowance for Doubtful Accounts (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Allowance for Doubtful Accounts [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable | The activity in the allowance for doubtful accounts was as follows during the years ended December 31, 2015 and 2014 : 2015 2014 Balance at the beginning of the year $ 86,722 $ 62,845 Provision for bad debts (6,036 ) 34,000 Charge-offs (67,126 ) (10,123 ) Recoveries 3,640 — Balance at the end of the year $ 17,200 $ 86,722 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Net Carrying value of Property and Equipment | The net carrying value of property and equipment at December 31, 2015 and 2014 was as follows: 2015 2014 Furniture and fixtures $ 230,637 $ 67,341 Equipment 2,815,748 2,585,659 Software 9,856,947 8,822,310 Leasehold improvements 436,311 66,903 Subtotal $ 13,339,643 $ 11,542,213 Less: accumulated depreciation and amortization (11,534,082 ) (10,582,738 ) Total $ 1,805,561 $ 959,475 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets from Continuing Operations | The following is a schedule of intangible assets and goodwill from continuing operations as of December 31, 2015 : Term Carrying Value Accumulated Amortization and Impairment Net Carrying Value 2015 Amortization Names database (1) 9 months $ 17,417,397 $ (17,417,397 ) $ — $ — Bundled downloads (1) 4.5 months 2,447,075 (2,447,075 ) — — Intangible assets classified as current $ 19,864,472 $ (19,864,472 ) $ — $ — Customer list, Google 20 years $ 8,820,000 $ (1,690,500 ) $ 7,129,500 $ 441,000 Customer list, all other 10 years 1,610,000 (617,182 ) 992,818 161,004 Exclusivity agreement 1 year 120,000 (120,000 ) — — Trade names, ALOT (2) 5 years 960,000 (736,000 ) 224,000 192,000 Domain websites (3) 5 years 715,874 (131,241 ) 584,633 131,241 Trade names, web properties (2) - 390,000 — 390,000 — Intangible assets classified as long-term $ 12,615,874 $ (3,294,923 ) $ 9,320,951 $ 925,245 Goodwill, Partner Network $ 1,776,544 $ — $ 1,776,544 $ — Goodwill, Owned and Operated Network 3,984,264 — 3,984,264 — Goodwill, total $ 5,760,808 $ — $ 5,760,808 $ — The following is a schedule of intangible assets and goodwill from continuing operations as of December 31, 2014 : Term Carrying Value Accumulated Amortization and Impairment Net Carrying Value 2014 Amortization Names database (1) 9 months $ 17,417,397 $ (17,417,397 ) $ — $ — Bundled downloads (1) 4.5 months 2,447,075 (2,447,075 ) — — Intangible assets classified as current 19,864,472 (19,864,472 ) — — Customer list, Google 20 years $ 8,820,000 $ (1,249,500 ) $ 7,570,500 $ 441,000 Customer list, all other 10 years 1,610,000 (456,178 ) 1,153,822 161,004 Exclusivity agreement 1 year 120,000 (120,000 ) — — Trade names, ALOT (2) 5 years 960,000 (544,000 ) 416,000 192,000 Tradenames, web properties (2) - 390,000 — 390,000 — Intangible assets classified as long-term $ 11,900,000 $ (2,369,678 ) $ 9,530,322 $ 794,004 Goodwill, Partner Network $ 1,776,544 $ — $ 1,776,544 $ — Goodwill, Owned and Operated Network 3,984,264 — 3,984,264 — Goodwill, total $ 5,760,808 $ — $ 5,760,808 $ — ___________ (1) The amortization of the names database and bundled downloads assets are included in cost of revenue. (2) We have determined ALOT trade name should be amortized over five years and the trade names related to our web properties have an indefinite life and as such are not amortized. (3) On May 8, 2015, we purchased two domain websites with a fair value of $715,874 . We determined they should be amortized over 5 years (see Note 8). |
Schedule of Amortization Expense | Our amortization expense over the next five years and thereafter is as follows: 2016 $ 937,176 2017 777,176 2018 745,176 2019 745,176 2020 613,949 Thereafter $ 5,112,298 Total $ 8,930,951 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The following table summarizes our notes payable balances as of December 31, 2015 and 2014 : 2015 2014 Term note payable - 4.25 percent at December 31, 2015 (prime plus 1 percent), due September 10, 2017 $ — $ 1,833,334 Revolving credit line - 3.75 percent at December 31, 2015 (prime plus 0.5 percent), due September 29, 2016 — 1,793,275 Total $ — $ 3,626,609 Less: current portion — (959,942 ) Term and revolving credit line - long term portion $ — $ 2,666,667 |
Accrued Expenses and Other Cu29
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and other Current Liabilities | The accrued expenses and other current liabilities consist of the following at December 31, 2015 and 2014 : 2015 2014 Accrued marketing costs $ 1,404,488 $ 1,744,143 Accrued payroll and commission liabilities 643,908 5,236 Accrued sales allowance 500,000 567,517 Accrued expenses and other 294,629 552,288 Contingent stock due for acquired domains, current portion 238,625 — Capital leases, current portion 46,313 34,381 Deferred Arkansas grant, current portion and accrued reserve 27,679 224,994 Accrued taxes 13,803 267,905 Loss contingency (1) — 308,000 Total $ 3,169,445 $ 3,704,464 (1) On November 20th, we settled a legal dispute for $100,000 , resulting in the adjustment of the loss contingency to zero . |
Other Long-Term Liabilities (Ta
Other Long-Term Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Long-Term Liabilities | Other long-term liabilities consist of the following at December 31, 2015 and 2014 : 2015 2014 Contingent stock due for acquired domains, less current portion $ 477,249 $ — Deferred rent 198,323 70,861 Capital leases, less current portion 31,210 15,621 Deferred Arkansas grant, less current portion 15,940 142,276 Taxes payable — 506,453 Total $ 722,722 $ 735,211 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The provision for income taxes consists of the following: 2015 2014 Current tax provision $ 4,081 $ 236,403 Deferred tax benefit (304,224 ) (236,403 ) Total tax benefit $ (300,143 ) $ — |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the expected Federal statutory rate to our actual rate as reported for each of the periods presented is as follows: 2015 2014 Federal statutory rate 34 % 34 % State income tax rate, net of federal benefit — % 8 % Permanent differences 1 % — % Temporary differences 4 % — % New Jersey tax settlement and other 11 % — % Net operating loss adjustment — % (30 %) Change in valuation allowance (65 %) (12 %) (15 %) — % |
Schedule of Deferred Tax Assets and Liabilities | The following is a schedule of the deferred tax assets and liabilities as of December 31, 2015 and 2014 : 2015 2014 Deferred tax assets: Net operating loss carry forward $ 34,164,267 $ 34,176,741 Intangible assets 3,909,300 4,435,700 Deferred rent 2,200 46,300 Depreciation — 164,100 Allowance for doubtful accounts 6,900 48,800 Accrued expense 552,500 746,700 Stock based expenses 1,201,800 1,493,100 Other 15,000 24,200 Subtotal 39,851,967 41,135,641 Less valuation allowance (39,838,347 ) (41,135,641 ) Total 13,620 — Deferred tax liabilities: Intangibles 3,435,700 3,523,000 Other 363,900 29,500 Total 3,799,600 3,552,500 Total deferred tax assets (liabilities) $ (3,785,980 ) $ (3,552,500 ) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock Based Compensation Grants | The following table summarizes the stock grants outstanding under our 2005 Long-Term Incentive Plan ("2005 LTIP") and 2010 ECP plans as of December 31, 2015 : Options Outstanding RSUs Outstanding Options and RSUs Exercised Available Shares Total 2010 ECP 250,498 1,089,796 1,965,734 529,917 3,835,945 2005 LTIP (*) 33,748 139,973 810,112 — 983,833 Total 284,246 1,229,769 2,775,846 529,917 4,819,778 (*) Expired June 2015 |
Schedule of Stock Options | The following table summarizes our stock option activity under the 2005 LTIP and 2010 ECP plans during 2015 : Options Weighted Average Exercise Price Outstanding, beginning of year 284,246 $ 2.78 Granted — $ — Forfeited, expired or cancelled — $ — Exercised — $ — Outstanding, end of year 284,246 $ 2.78 Exercisable, end of year 284,246 $ 2.78 |
Schedule of Stock Option Plans, by Exercise Price Range | The following table summarizes information about stock options outstanding as of December 31, 2015 : Range of Exercise Price Shares Weighted Average Remaining Contractual Life ( Years) Weighted Average Exercise Price $0.00 – $16.01 284,246 4.8 $ 2.78 |
Schedule of RSA Activity | The following table summarizes our restricted stock activity for 2015 : Restricted Stock Weighted Average Fair Value Outstanding, beginning of year 1,177,298 $ 1.02 Granted 1,030,435 $ 2.99 Exercised (924,182 ) $ 0.89 Forfeited (53,782 ) $ 2.70 Outstanding, end of year 1,229,769 $ 2.69 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Leases [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Minimum lease payments under non-cancelable operating leases as of December 31, 2015 are: Lease Payments Sublease income 2016 $ 231,560 $ 50,753 2017 177,656 — 2018 181,209 — 2019 184,852 — 2020 140,749 — Total $ 916,026 $ 50,753 |
Segments (Tables)
Segments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Schedule of all reportable segments | Listed below is a presentation of net revenue and gross profit for all reportable segments for the years ended December 31, 2015 and 2014 . We currently only track certain assets at the segment level and therefore assets by segment are not presented below. Revenue by Segment 2015 2014 $ % of Revenue $ % of Revenue Partner Network 30,298,532 43.0 % 25,686,241 51.8 % Owned and Operated Network 40,139,584 57.0 % 23,913,245 48.2 % Total net revenue 70,438,116 100.0 % 49,599,486 100.0 % Gross Profit by Segment 2015 2014 $ Gross Profit % $ Gross Profit % Partner Network 6,645,590 21.9 % 5,454,901 21.2 % Owned and Operated Network 40,070,530 99.8 % 23,720,024 99.2 % Total gross profit 46,716,120 66.3 % 29,174,925 58.8 % |
Organization and Business (Deta
Organization and Business (Details) | 12 Months Ended | |||
Dec. 31, 2015USD ($)operating_segment | Dec. 31, 2014USD ($) | Sep. 29, 2014USD ($) | Mar. 01, 2012USD ($) | |
Debt Instrument [Line Items] | ||||
Number of operating segments | operating_segment | 2 | |||
Long-term debt balance | $ 0 | $ 3,626,609 | ||
Period of sufficient liquidity | 12 months | |||
Bridge Bank, N.A. | Line of Credit | Bridge Bank – Revolving Credit Line - March 1, 2012 | Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 2,000,000 | |||
Long-term debt balance | $ 0 | |||
Bridge Bank, N.A. | Line of Credit | Bridge Bank – Revolving Credit Line - March 1, 2012 | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 10,000,000 | $ 10,000,000 | ||
Long-term debt balance | 0 | |||
Remaining borrowing capacity | $ 6,500,000 |
Summary of Significant Accoun36
Summary of Significant Accounting Policies - Narrative (Details) | May. 08, 2015USD ($)website | May. 31, 2015USD ($)website | Mar. 31, 2012USD ($) | Dec. 31, 2015USD ($)customeroperating_segmentproduct | Dec. 31, 2014USD ($)product | Dec. 31, 2013product | |
Schedule of Significant Accounting Policies [Line Items] | |||||||
Depreciation and amortization | $ 882,105 | $ 955,534 | |||||
Impairment of goodwill | $ 0 | 0 | |||||
Carrying Value | $ 11,900,000 | ||||||
Number of ALOT-branded products | product | 20 | 20 | 20 | ||||
Impairment of finite-lived intangible assets | $ 0 | $ 0 | |||||
Number of operating segments | operating_segment | 2 | ||||||
Customer Concentration Risk | Accounts Receivable | |||||||
Schedule of Significant Accounting Policies [Line Items] | |||||||
Concentration risk, number of customers | customer | 2 | ||||||
Customer Concentration Risk | Accounts Receivable | Yahoo and Google | |||||||
Schedule of Significant Accounting Policies [Line Items] | |||||||
Concentration risk, percentage | 98.60% | 94.80% | |||||
Customer Concentration Risk | Net Revenue | Yahoo and Google | |||||||
Schedule of Significant Accounting Policies [Line Items] | |||||||
Concentration risk, percentage | 98.00% | 97.30% | |||||
Customer list | |||||||
Schedule of Significant Accounting Policies [Line Items] | |||||||
Carrying Value | $ 8,820,000 | $ 8,820,000 | $ 8,820,000 | ||||
Useful life of finite-live intangible asset | 20 years | 20 years | 20 years | ||||
Internet Domain Names | |||||||
Schedule of Significant Accounting Policies [Line Items] | |||||||
Carrying Value | $ 715,874 | $ 715,874 | [1] | ||||
Useful life of finite-live intangible asset | 5 years | 5 years | [1] | ||||
Number of finite-lived intangible assets purchased | website | 2 | 2 | |||||
Recorded purchase amount of finite-lived intangible assets | $ 715,874 | $ 715,874 | |||||
Equipment | |||||||
Schedule of Significant Accounting Policies [Line Items] | |||||||
Property, plant and equipment, useful life | 3 years | ||||||
Furniture and fixtures | Minimum | |||||||
Schedule of Significant Accounting Policies [Line Items] | |||||||
Property, plant and equipment, useful life | 5 years | ||||||
Furniture and fixtures | Maximum | |||||||
Schedule of Significant Accounting Policies [Line Items] | |||||||
Property, plant and equipment, useful life | 7 years | ||||||
Software | Minimum | |||||||
Schedule of Significant Accounting Policies [Line Items] | |||||||
Property, plant and equipment, useful life | 2 years | ||||||
Software | Maximum | |||||||
Schedule of Significant Accounting Policies [Line Items] | |||||||
Property, plant and equipment, useful life | 3 years | ||||||
Software Development | |||||||
Schedule of Significant Accounting Policies [Line Items] | |||||||
Property, plant and equipment, useful life | 2 years | ||||||
[1] | On May 8, 2015, we purchased two domain websites with a fair value of $715,874. We determined they should be amortized over 5 years (see Note 8). |
Summary of Significant Accoun37
Summary of Significant Accounting Policies - Earnings (Loss) Per Share (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options, weighted average exercise price (USD per share) | $ 2.78 | $ 2.78 |
Warrants outstanding (shares) | 656,112 | 725,000 |
Class of warrant or right, exercise price of warrants or rights (USD per share) | $ 2.45 | $ 2.15 |
Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Antidilutive securities (shares) | 312,331 | 356,877 |
Options, weighted average exercise price (USD per share) | $ 4.51 | $ 6.06 |
Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Antidilutive securities (shares) | 971,055 | 409,029 |
Weighted average grant date price (USD per share) | $ 3.41 | $ 2.71 |
Allowance for Doubtful Accoun38
Allowance for Doubtful Accounts (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||
Balance at the beginning of the year | $ 86,722 | $ 62,845 |
Provision for bad debts | (6,036) | 34,000 |
Charge-offs | (67,126) | (10,123) |
Recoveries | 3,640 | 0 |
Balance at the end of the year | $ 17,200 | $ 86,722 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 13,339,643 | $ 11,542,213 |
Less: accumulated depreciation and amortization | (11,534,082) | (10,582,738) |
Total | 1,805,561 | 959,475 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 230,637 | 67,341 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,815,748 | 2,585,659 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 9,856,947 | 8,822,310 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 436,311 | $ 66,903 |
Intangible Assets and Goodwil40
Intangible Assets and Goodwill - Schedule of Goodwill and Intangible Assets (Details) | May. 08, 2015USD ($)website | May. 31, 2015USD ($)website | Mar. 31, 2012USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | ||
Schedule of Finite-Lived Intangible Assets and Goodwill [Line Items] | |||||||
Carrying Value | $ 11,900,000 | ||||||
Accumulated Amortization and Impairment | (2,369,678) | ||||||
Net Carrying Value | $ 8,930,951 | 9,530,322 | |||||
Amortization | 794,004 | ||||||
Intangible assets classified as current | |||||||
Carrying Value | 19,864,472 | 19,864,472 | |||||
Accumulated Amortization and Impairment | (19,864,472) | (19,864,472) | |||||
Net Carrying Value | 0 | 0 | |||||
Amortization | 0 | 0 | |||||
Intangible assets classified as long-term | |||||||
Carrying Value | 12,615,874 | ||||||
Accumulated Amortization and Impairment | (3,294,923) | ||||||
Net Carrying Value | 9,320,951 | ||||||
Amortization | 925,245 | ||||||
Goodwill, Impaired, Accumulated Impairment Loss [Abstract] | |||||||
Carrying Value | 5,760,808 | 5,760,808 | |||||
Accumulated Amortization and Impairment | 0 | 0 | |||||
Net Carrying Value | 5,760,808 | 5,760,808 | |||||
Goodwill, Partner Network | |||||||
Goodwill, Impaired, Accumulated Impairment Loss [Abstract] | |||||||
Carrying Value | 1,776,544 | 1,776,544 | |||||
Accumulated Amortization and Impairment | 0 | 0 | |||||
Net Carrying Value | 1,776,544 | 1,776,544 | |||||
Goodwill, Owned and Operated Network | |||||||
Goodwill, Impaired, Accumulated Impairment Loss [Abstract] | |||||||
Carrying Value | 3,984,264 | 3,984,264 | |||||
Accumulated Amortization and Impairment | 0 | 0 | |||||
Net Carrying Value | 3,984,264 | 3,984,264 | |||||
Tradenames, web properties | |||||||
Schedule of Finite-Lived Intangible Assets and Goodwill [Line Items] | |||||||
Carrying Value | [1] | 390,000 | 390,000 | ||||
Accumulated Amortization and Impairment | [1] | 0 | 0 | ||||
Net Carrying Value | [1] | 390,000 | 390,000 | ||||
Amortization | [1] | $ 0 | $ 0 | ||||
Names database | |||||||
Schedule of Finite-Lived Intangible Assets and Goodwill [Line Items] | |||||||
Term | [2] | 9 months | 9 months | ||||
Carrying Value | [2] | $ 17,417,397 | $ 17,417,397 | ||||
Accumulated Amortization and Impairment | [2] | (17,417,397) | (17,417,397) | ||||
Net Carrying Value | [2] | 0 | 0 | ||||
Amortization | [2] | $ 0 | $ 0 | ||||
Bundled downloads | |||||||
Schedule of Finite-Lived Intangible Assets and Goodwill [Line Items] | |||||||
Term | 4 months 15 days | 4 months 15 days | |||||
Carrying Value | [2] | $ 2,447,075 | $ 2,447,075 | ||||
Accumulated Amortization and Impairment | [2] | (2,447,075) | (2,447,075) | ||||
Net Carrying Value | [2] | 0 | 0 | ||||
Amortization | [2] | $ 0 | $ 0 | ||||
Customer list, Google | |||||||
Schedule of Finite-Lived Intangible Assets and Goodwill [Line Items] | |||||||
Term | 20 years | 20 years | 20 years | ||||
Carrying Value | $ 8,820,000 | $ 8,820,000 | $ 8,820,000 | ||||
Accumulated Amortization and Impairment | (1,690,500) | (1,249,500) | |||||
Net Carrying Value | 7,129,500 | 7,570,500 | |||||
Amortization | $ 441,000 | $ 441,000 | |||||
Customer list, all other | |||||||
Schedule of Finite-Lived Intangible Assets and Goodwill [Line Items] | |||||||
Term | 10 years | 10 years | |||||
Carrying Value | $ 1,610,000 | $ 1,610,000 | |||||
Accumulated Amortization and Impairment | (617,182) | (456,178) | |||||
Net Carrying Value | 992,818 | 1,153,822 | |||||
Amortization | $ 161,004 | $ 161,004 | |||||
Exclusivity agreement | |||||||
Schedule of Finite-Lived Intangible Assets and Goodwill [Line Items] | |||||||
Term | 1 year | 1 year | |||||
Carrying Value | $ 120,000 | $ 120,000 | |||||
Accumulated Amortization and Impairment | (120,000) | (120,000) | |||||
Net Carrying Value | 0 | 0 | |||||
Amortization | $ 0 | $ 0 | |||||
Trade names, ALOT | |||||||
Schedule of Finite-Lived Intangible Assets and Goodwill [Line Items] | |||||||
Term | [1] | 5 years | 5 years | ||||
Carrying Value | [1] | $ 960,000 | $ 960,000 | ||||
Accumulated Amortization and Impairment | [1] | (736,000) | (544,000) | ||||
Net Carrying Value | [1] | 224,000 | 416,000 | ||||
Amortization | [1] | $ 192,000 | $ 192,000 | ||||
Internet Domain Names | |||||||
Schedule of Finite-Lived Intangible Assets and Goodwill [Line Items] | |||||||
Term | 5 years | 5 years | [3] | ||||
Carrying Value | $ 715,874 | $ 715,874 | [3] | ||||
Accumulated Amortization and Impairment | [3] | (131,241) | |||||
Net Carrying Value | [3] | 584,633 | |||||
Amortization | [3] | $ 131,241 | |||||
Goodwill, Impaired, Accumulated Impairment Loss [Abstract] | |||||||
Number of finite-lived intangible assets purchased | website | 2 | 2 | |||||
Recorded purchase amount of finite-lived intangible assets | $ 715,874 | $ 715,874 | |||||
[1] | We have determined ALOT trade name should be amortized over five years and the trade names related to our web properties have an indefinite life and as such are not amortized. | ||||||
[2] | The amortization of the names database and bundled downloads assets are included in cost of revenue. | ||||||
[3] | On May 8, 2015, we purchased two domain websites with a fair value of $715,874. We determined they should be amortized over 5 years (see Note 8). |
Intangible Assets and Goodwil41
Intangible Assets and Goodwill - Amortization Expense (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2,016 | $ 937,176 | |
2,017 | 777,176 | |
2,018 | 745,176 | |
2,019 | 745,176 | |
2,020 | 613,949 | |
Thereafter | 5,112,298 | |
Net Carrying Value | $ 8,930,951 | $ 9,530,322 |
Notes Payable - Schedule of Lo
Notes Payable - Schedule of Long Term Debt (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | ||
Total | $ 0 | $ 3,626,609 |
Less: current portion | 0 | (959,942) |
Term and revolving credit line - long term portion | 0 | 2,666,667 |
Term Note Payable | Bridge Bank – Term Note Payable - September 10, 2017 | ||
Debt Instrument [Line Items] | ||
Total | $ 0 | 1,833,334 |
Debt instrument, interest rate, effective percentage | 4.25% | |
Debt instrument, description of variable rate basis | prime | |
Debt instrument, basis spread on variable rate | 1.00% | |
Line of Credit | Revolving Credit Facility | Bridge Bank – Revolving Credit Line - September 29, 2016 | ||
Debt Instrument [Line Items] | ||
Total | $ 0 | $ 1,793,275 |
Debt instrument, interest rate, effective percentage | 3.75% | |
Debt instrument, description of variable rate basis | prime | |
Debt instrument, basis spread on variable rate | 0.50% |
Notes Payable - Narrative (Det
Notes Payable - Narrative (Details) | Oct. 09, 2014 | Mar. 01, 2012USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2014USD ($) | Sep. 29, 2014USD ($) |
Debt Instrument [Line Items] | ||||||
Long-term debt balance | $ 0 | $ 3,626,609 | ||||
Bridge Bank – Term Note Payable - March 1, 2012 | Term Note Payable | Bridge Bank, N.A. | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument face amount | $ 5,000,000 | |||||
Bridge Bank – Revolving Credit Line - March 1, 2012 | Line of Credit | Revolving Credit Facility | Bridge Bank, N.A. | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 10,000,000 | $ 10,000,000 | ||||
Percentage of eligible accounts receivable under allowable borrowings | 80.00% | |||||
Additional borrowing maximum, accounts receivable limit | $ 1,000,000 | |||||
Period for eligible accounts receivable | 90 days | |||||
Remaining borrowing capacity | 6,500,000 | |||||
Long-term debt balance | 0 | |||||
Bridge Bank – Term Note Payable - September 10, 2017 | Term Note Payable | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt balance | 0 | 1,833,334 | ||||
Bridge Bank – Term Note Payable - September 10, 2017 | Term Note Payable | Bridge Bank, N.A. | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt balance | $ 2,000,000 | |||||
Bridge Bank – Revolving Credit Line - September 29, 2016 | Bridge Bank, N.A. | ||||||
Debt Instrument [Line Items] | ||||||
Ratio trailing month basis, duration | 3 months | |||||
Bridge Bank – Revolving Credit Line - September 29, 2016 | Bridge Bank, N.A. | August 2014 and Period Thereafter | ||||||
Debt Instrument [Line Items] | ||||||
Debt service coverage ratio | 1.75 | |||||
Bridge Bank – Revolving Credit Line - September 29, 2016 | Line of Credit | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt balance | $ 0 | $ 1,793,275 | ||||
Fifth Business Financing Modification Agreement with Bridge Bank | Bridge Bank, N.A. | August 2014 Through September 2014 Period | ||||||
Debt Instrument [Line Items] | ||||||
Asset coverage ratio | 1.25 | |||||
Fifth Business Financing Modification Agreement with Bridge Bank | Bridge Bank, N.A. | October 2014 Through December 2014 Period | ||||||
Debt Instrument [Line Items] | ||||||
Asset coverage ratio | 1.15 | |||||
Fifth Business Financing Modification Agreement with Bridge Bank | Bridge Bank, N.A. | January 2015 and Period Thereafter | ||||||
Debt Instrument [Line Items] | ||||||
Asset coverage ratio | 1.25 |
Accrued Expenses and Other Cu44
Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 | |
Payables and Accruals [Abstract] | |||
Accrued marketing costs | $ 1,404,488 | $ 1,744,143 | |
Accrued payroll and commission liabilities | 643,908 | 5,236 | |
Accrued sales allowance | 500,000 | 567,517 | |
Accrued expenses and other | 294,629 | 552,288 | |
Contingent stock due for acquired domains, current portion | 238,625 | 0 | |
Capital leases, current portion | 46,313 | 34,381 | |
Deferred Arkansas grant, current portion and accrued reserve | 27,679 | 224,994 | |
Accrued taxes | 13,803 | 267,905 | |
Loss contingency | [1] | 0 | 308,000 |
Total | $ 3,169,445 | $ 3,704,464 | |
[1] | On November 20th, we settled a legal dispute for $100,000, resulting in the adjustment of the loss contingency to zero. |
Accrued Expenses and Other Cu45
Accrued Expenses and Other Current Liabilities - Narrative (Details) - USD ($) | Nov. 20, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Loss Contingencies [Line Items] | ||||
Adjustment to value of loss contingency | [1] | $ 0 | $ 308,000 | |
Settled Litigation [Member] | Admanage Litigation | ||||
Loss Contingencies [Line Items] | ||||
Amount of litigation settlement | $ 100,000 | |||
[1] | On November 20th, we settled a legal dispute for $100,000, resulting in the adjustment of the loss contingency to zero. |
Other Long-Term Liabilities - S
Other Long-Term Liabilities - Summary of Other Long-Term Liabilities (Details) - USD ($) | Dec. 31, 2015 | Feb. 28, 2015 | Jan. 31, 2015 | Dec. 31, 2014 |
Other Liabilities Disclosure [Abstract] | ||||
Contingent stock due for acquired domains, less current portion | $ 477,249 | $ 0 | ||
Deferred rent | 198,323 | 70,861 | ||
Capital Lease Obligations, Noncurrent | 31,210 | 15,621 | ||
Deferred Arkansas grant, less current portion | 15,940 | 142,276 | ||
Taxes payable | 0 | $ 0 | $ 506,453 | 506,453 |
Total | $ 722,722 | $ 735,211 |
Other Long-Term Liabilities - N
Other Long-Term Liabilities - Narrative (Details) | May. 08, 2015USD ($)website | Dec. 31, 2015USD ($) | Feb. 28, 2015USD ($) | Jan. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Class of Warrant or Right [Line Items] | ||||||
Taxes payable | $ 0 | $ 0 | $ 506,453 | $ 506,453 | ||
Fair value of intangible assets | $ 11,900,000 | |||||
Internet Domain Names | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number of finite-lived intangible assets purchased | website | 2 | |||||
Fair value of intangible assets | $ 715,874 | $ 715,874 | [1] | |||
Contingency accrual payment period | 3 years | |||||
Tax Years 2007-2009 | New Jersey Division of Taxation | ||||||
Class of Warrant or Right [Line Items] | ||||||
Settlement amount on income tax claim | $ 100,000 | |||||
[1] | On May 8, 2015, we purchased two domain websites with a fair value of $715,874. We determined they should be amortized over 5 years (see Note 8). |
Income Taxes - Provision for I
Income Taxes - Provision for Income Tax (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Current tax provision | $ 4,081 | $ 236,403 |
Deferred tax benefit | (304,224) | (236,403) |
Total tax benefit | $ (300,143) | $ 0 |
Income Taxes - Income Tax Rate
Income Taxes - Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | 34.00% | 34.00% |
State income tax rate, net of federal benefit | 0.00% | 8.00% |
Permanent differences | 1.00% | 0.00% |
Temporary differences | 4.00% | 0.00% |
New Jersey tax settlement and other | 11.00% | 0.00% |
Net operating loss adjustment | (0.00%) | (30.00%) |
Change in valuation allowance | (65.00%) | (12.00%) |
Effective income tax rate | (15.00%) | 0.00% |
Income Taxes - Schedule of the
Income Taxes - Schedule of the Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||
Net operating loss carry forward | $ 34,164,267 | $ 34,176,741 |
Intangible assets | 3,909,300 | 4,435,700 |
Deferred rent | 2,200 | 46,300 |
Depreciation | 0 | 164,100 |
Allowance for doubtful accounts | 6,900 | 48,800 |
Accrued expense | 552,500 | 746,700 |
Stock based expenses | 1,201,800 | 1,493,100 |
Other | 15,000 | 24,200 |
Subtotal | 39,851,967 | 41,135,641 |
Less valuation allowance | (39,838,347) | (41,135,641) |
Total | 13,620 | 0 |
Deferred tax liabilities: | ||
Intangibles | 3,435,700 | 3,523,000 |
Other | 363,900 | 29,500 |
Total | 3,799,600 | 3,552,500 |
Total deferred tax assets (liabilities) | $ (3,785,980) | $ (3,552,500) |
Income Taxes - Narrative (Deta
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Operating loss carryforwards | $ 77,854,000 | |
Income tax penalties and interest expense | $ 0 | $ 0 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) | Aug. 04, 2015 | Apr. 20, 2015 | Jan. 21, 2015 | Sep. 30, 2014 | Apr. 29, 2014 | Apr. 01, 2014 | Dec. 31, 2015 | Dec. 31, 2014 |
Compensation Expense | ||||||||
Stock based compensation | $ 707,544 | $ 991,948 | ||||||
Compensation cost related to non vested awards not yet recognized | $ 2,763,214 | |||||||
Average remaining expense recognition period | 1 year 7 months | |||||||
Award Information and Activity | ||||||||
Number of options exercisable (in shares) | 284,246 | |||||||
Intrinsic value of options exercisable | $ 0 | |||||||
Weighted average exercise price (usd per share) | $ 2.78 | |||||||
Weighted average remaining contractual term | 4 years 10 months 1 day | |||||||
Fair value of options vested | $ 0 | $ 66,000 | ||||||
Options forfeited and expired in period | 0 | |||||||
Forfeited, expired or cancelled, Weighted Average Exercise Price (usd per share) | $ 0 | |||||||
Options Outstanding | 284,246 | 284,246 | ||||||
Options, weighted average exercise price (USD per share) | $ 2.78 | $ 2.78 | ||||||
Exercise price (in usd per share) | $ 16.01 | |||||||
Granted in period | 0 | 0 | ||||||
Expected dividend yield | 0.00% | |||||||
Vertro | ||||||||
Award Information and Activity | ||||||||
Options forfeited and expired in period | 43,481 | |||||||
Forfeited, expired or cancelled, Weighted Average Exercise Price (usd per share) | $ 17.42 | |||||||
Options Outstanding | 38,650 | |||||||
Options, weighted average exercise price (USD per share) | $ 16.01 | |||||||
Weighted average fair value of options | $ 0 | |||||||
Aggregate intrinsic value of outstanding options | $ 0 | |||||||
Weighted average remaining contractual term | 1 year | |||||||
Options | ||||||||
Award Information and Activity | ||||||||
Expected forfeiture rate | 0.00% | |||||||
Options, weighted average exercise price (USD per share) | $ 4.51 | $ 6.06 | ||||||
Restricted stock units | ||||||||
Significant Grants and Cancellations | ||||||||
Equity instruments other than options, grants in period (in shares) | 82,000 | |||||||
Granted (in USD per share) | $ 0.80 | |||||||
Restricted stock units | Board of Directors | ||||||||
Significant Grants and Cancellations | ||||||||
Equity instruments other than options, grants in period (in shares) | 51,948 | |||||||
Granted (in USD per share) | $ 2.31 | |||||||
Restricted stock units | Employee | ||||||||
Significant Grants and Cancellations | ||||||||
Option and restricted stock unit vesting period | 3 years | 3 years | ||||||
Restricted stock units | Director | ||||||||
Significant Grants and Cancellations | ||||||||
Equity instruments other than options, grants in period (in shares) | 20,073 | 102,560 | ||||||
Granted (in USD per share) | $ 1.53 | $ 0.78 | ||||||
Service based RSUs | Share-based Compensation Award, Tranche One | Employee | ||||||||
Significant Grants and Cancellations | ||||||||
Percentage of award vesting rights | 25.00% | |||||||
Service based RSUs | Share-based Compensation Award, Tranche Two | Employee | ||||||||
Significant Grants and Cancellations | ||||||||
Percentage of award vesting rights | 25.00% | |||||||
Service based RSUs | Share-based Compensation Award, Tranche Three | Employee | ||||||||
Significant Grants and Cancellations | ||||||||
Percentage of award vesting rights | 50.00% | |||||||
Performance based RSUs | Employee | ||||||||
Significant Grants and Cancellations | ||||||||
Equity instruments other than options, grants in period (in shares) | 965,500 | |||||||
Granted (in USD per share) | $ 3.03 | |||||||
Performance based RSUs | Share-based Compensation Award, Tranche One | Employee | ||||||||
Significant Grants and Cancellations | ||||||||
Percentage of award vesting rights | 33.33% | |||||||
Performance based RSUs | Share-based Compensation Award, Tranche Two | Employee | ||||||||
Significant Grants and Cancellations | ||||||||
Percentage of award vesting rights | 33.33% | |||||||
Performance based RSUs | Share-based Compensation Award, Tranche Three | Employee | ||||||||
Significant Grants and Cancellations | ||||||||
Percentage of award vesting rights | 33.33% | |||||||
Performance Shares | Employee | ||||||||
Significant Grants and Cancellations | ||||||||
Equity instruments other than options, grants in period (in shares) | 697,853 | |||||||
Granted (in USD per share) | $ 1.13 | |||||||
Maximum | Options | ||||||||
Significant Grants and Cancellations | ||||||||
Option and restricted stock unit vesting period | 3 years |
Stock-Based Compensation - Sch
Stock-Based Compensation - Schedule of Grants (Details) - shares | Dec. 31, 2015 | Dec. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding (in shares) | 284,246 | 284,246 |
RSUs Outstanding (in shares) | 1,229,769 | |
Options and RSUs Exercised (in shares) | 2,775,846 | |
Available Shares (in shares) | 529,917 | |
Total (in shares) | 4,819,778 | |
2010 ECP | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding (in shares) | 250,498 | |
RSUs Outstanding (in shares) | 1,089,796 | |
Options and RSUs Exercised (in shares) | 1,965,734 | |
Available Shares (in shares) | 529,917 | |
Total (in shares) | 3,835,945 | |
2005 LTIP | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding (in shares) | 33,748 | |
RSUs Outstanding (in shares) | 139,973 | |
Options and RSUs Exercised (in shares) | 810,112 | |
Available Shares (in shares) | 0 | |
Total (in shares) | 983,833 |
Stock-Based Compensation - Sto
Stock-Based Compensation - Stock Option Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Outstanding, beginning of year (in shares) | 284,246 | |
Granted (in shares) | 0 | 0 |
Forfeited, expired or cancelled (in shares) | 0 | |
Exercised (in shares) | 0 | |
Outstanding, end of year (in shares) | 284,246 | 284,246 |
Exercisable, end of year (in shares) | 284,246 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ||
Outstanding, beginning of year, Weighted Average Exercise Price (usd per share) | $ 2.78 | |
Granted, Weighted Average Exercise Price (usd per share) | 0 | |
Forfeited, expired or cancelled, Weighted Average Exercise Price (usd per share) | 0 | |
Exercised, Weighted Average Exercise Price (usd per share) | 0 | |
Outstanding, end of year, Weighted Average Exercise Price (usd per share) | 2.78 | $ 2.78 |
Exercisable, end of year, Weighted Average Exercise Price (usd per share) | $ 2.78 |
Stock-Based Compensation - S55
Stock-Based Compensation - Schedule by Exercise Price Range (Details) | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price range, lower limit | $ 16.01 |
$0.00 – $16.01 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price range, lower limit | 0 |
Exercise price range, upper limit | $ 16.01 |
Shares | shares | 284,246 |
Weighted Average Remaining Contractual Life ( Years) | 4 years 9 months |
Weighted Average Exercise Price (usd per share) | $ 2.78 |
Stock-Based Compensation - Res
Stock-Based Compensation - Restricted Stock Award Activity (Details) | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
RSAs [Roll Forward] | |
Outstanding, end of year (in shares) | 1,229,769 |
Restricted Stock | |
RSAs [Roll Forward] | |
Outstanding, beginning of year (in shares) | 1,177,298 |
Granted (in shares) | 1,030,435 |
Exercised (in shares) | (924,182) |
Forefeited (in shares) | (53,782) |
Outstanding, end of year (in shares) | 1,229,769 |
Weighted Average Fair Value [Roll Forward] | |
Outstanding, beginning of year (in USD per share) | $ / shares | $ 1.02 |
Granted (in USD per share) | $ / shares | 2.99 |
Exercised (in USD per share) | $ / shares | 0.89 |
Forfeited (in USD per share) | $ / shares | 2.70 |
Outstanding, end of year (in USD per share) | $ / shares | $ 2.69 |
Stockholders Equity (Details)
Stockholders Equity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Mar. 01, 2012 | |
Equity and Long Term Debt [Line Items] | |||
Warrants outstanding (shares) | 656,112 | 725,000 | |
Class of warrant or right, exercise price of warrants or rights (USD per share) | $ 2.45 | $ 2.15 | |
Weighted average contractual term of warrants | 1 year | ||
Weighted average exercise price of warrants (usd per share) | $ 2.07 | ||
Common stock shares outstanding (in shares) | 24,375,881 | 23,711,100 | 20,000,000 |
Common stock shares authorized (in shares) | 40,000,000 | 40,000,000 | 40,000,000 |
Minimum | |||
Equity and Long Term Debt [Line Items] | |||
Class of warrant or right, exercise price of warrants or rights (USD per share) | $ 0.87 | ||
Maximum | |||
Equity and Long Term Debt [Line Items] | |||
Class of warrant or right, exercise price of warrants or rights (USD per share) | $ 2.20 | ||
Common Stock | |||
Equity and Long Term Debt [Line Items] | |||
Warrants outstanding (shares) | 776,724 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Net income (loss) from discontinued operations | $ 33,969 | $ (40,670) |
Retirement Plan Costs (Details)
Retirement Plan Costs (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Defined Contribution Pension and Other Postretirement Plans Disclosure [Abstract] | ||
Maximum annual contribution per employee, percent | 4.00% | |
Employer matching contribution amount | $ 109,029 | $ 67,401 |
Leases (Details)
Leases (Details) | 1 Months Ended | 12 Months Ended | ||
Apr. 30, 2015USD ($)ft² | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Related Party Transaction [Line Items] | ||||
Operating leases rent expense | $ 105,446 | |||
Operating leases rental income | $ 51,605 | |||
Lease Payments | ||||
2,016 | 231,560 | |||
2,017 | 177,656 | |||
2,018 | 181,209 | |||
2,019 | 184,852 | |||
2,020 | 140,749 | |||
Total | 916,026 | |||
Sublease income | ||||
2,016 | 50,753 | |||
2,017 | 0 | |||
2,018 | 0 | |||
2,019 | 0 | |||
2,020 | 0 | |||
Total | $ 50,753 | |||
Arkansas Democrat-Gazette, Inc. | ||||
Sublease income | ||||
Leasing arrangement contract term | 5 years | |||
Property square footage | ft² | 12,245 | |||
Lease payment year one | $ 171,000 | |||
Percentage increase in annual lease payment | 2.00% | |||
Director | ||||
Sublease income | ||||
Term of operating sublease | 2 years | |||
Future minimum sublease due | $ 193,200 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Pending Litigation | Mar. 06, 2008USD ($)plaintiff | Oct. 31, 2009legal_action |
Loss Contingencies [Line Items] | ||
Number of Plaintiffs | plaintiff | 3 | |
Number of actions consolidated | legal_action | 2 | |
Oltean, et al. (Kelly Oltean) v. Think Partnership, Inc. | ||
Loss Contingencies [Line Items] | ||
Damages sought | $ 200,000 | |
Oltean, et al. (Terry Schultz) v. Think Partnership, Inc. | ||
Loss Contingencies [Line Items] | ||
Damages sought | 200,000 | |
Oltean, et al. (Mike Baldock) v. Think Partnership, Inc. | ||
Loss Contingencies [Line Items] | ||
Damages sought | $ 187,500 |
Segments - Schedule of Revenue
Segments - Schedule of Revenue by Segment (Details) | 12 Months Ended | |
Dec. 31, 2015USD ($)segment | Dec. 31, 2014USD ($) | |
Segment Reporting Information [Line Items] | ||
Net Revenue | $ 70,438,116 | $ 49,599,486 |
Percent of Revenue | 100.00% | 100.00% |
Number of reportable segments | segment | 2 | |
Operating Segments | Partner Network | ||
Segment Reporting Information [Line Items] | ||
Net Revenue | $ 30,298,532 | $ 25,686,241 |
Percent of Revenue | 43.00% | 51.80% |
Operating Segments | Owned and Operated Network | ||
Segment Reporting Information [Line Items] | ||
Net Revenue | $ 40,139,584 | $ 23,913,245 |
Percent of Revenue | 57.00% | 48.20% |
Segments - Schedule of Gross P
Segments - Schedule of Gross Profit by Segment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | ||
Gross Profit | $ 46,716,120 | $ 29,174,925 |
Percent of Gross Profit | 66.30% | 58.80% |
Operating Segments | Partner Network | ||
Segment Reporting Information [Line Items] | ||
Gross Profit | $ 6,645,590 | $ 5,454,901 |
Percent of Gross Profit | 21.90% | 21.20% |
Operating Segments | Owned and Operated Network | ||
Segment Reporting Information [Line Items] | ||
Gross Profit | $ 40,070,530 | $ 23,720,024 |
Percent of Gross Profit | 99.80% | 99.20% |
Subsequent Event (Details)
Subsequent Event (Details) - Subsequent Event | Feb. 09, 2016 |
Executive Officer | |
Subsequent Event [Line Items] | |
Aggregate percentage of distributed amount | 0.75 |
Other Employees | |
Subsequent Event [Line Items] | |
Aggregate percentage of distributed amount | 0.25 |