Inuvo (INUV) 10-Q 5 May 17 2017 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2017	Apr. 28, 2017
Document And Entity Information
Entity Registrant Name	Inuvo, Inc.
Entity Central Index Key	829,323
Document Type	10-Q
Document Period End Date	Mar. 31, 2017
Amendment Flag	false
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		28,544,272

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Current assets
Cash	$ 3,923,517	$ 3,946,804
Accounts receivable, net of allowance for doubtful accounts of $23,000.	7,138,288	7,586,129
Prepaid expenses and other current assets	341,978	293,113
Total current assets	11,403,783	11,826,046
Property and equipment, net	1,554,099	1,615,223
Other assets
Goodwill	9,773,842	5,760,808
Intangible assets, net of accumulated amortization	12,116,278	8,343,876
Other assets	86,507	15,186
Total other assets	21,976,627	14,119,870
Total assets	34,934,509	27,561,139
Current liabilities
Accounts payable	10,016,747	9,280,779
Accrued expenses and other current liabilities	2,633,628	2,689,640
Revolving credit line - current portion	1,100,000	0
Total current liabilities	13,750,375	11,970,419
Long-term liabilities
Deferred tax liability	3,738,500
Deferred tax liability		3,738,500
Revolving credit line - long term	2,500,000	0
Other long-term liabilities	361,317	326,428
Total long-term liabilities	6,599,817	4,064,928
Preferred stock:
Preferred stock, $.001 par value: Authorized shares 500,000, none issued and outstanding	0	0
Common stock:
Common stock, $.001 par value: Authorized shares 40,000,000; issued shares 28,901,161 and 25,300,189, respectively; outstanding shares 28,524,634 and 24,923,662, respectively	28,901	25,300
Additional paid-in capital	135,166,391	130,418,413
Accumulated deficit	(119,214,416)	(117,521,362)
Treasury stock, at cost - 376,527 shares	(1,396,559)	(1,396,559)
Total stockholders' equity	14,584,317	11,525,792
Total liabilities and stockholders' equity	$ 34,934,509	$ 27,561,139

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Assets
Allowance for Doubtful accounts	$ 23,000	$ 23,000
Stockholders Equity
Preferred stock par value (in 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 (in 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)	28,901,161	25,300,189
Common stock shares outstanding (in shares)	28,524,634	24,923,662
Treasury stock (in shares)	376,527	376,527

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Income Statement [Abstract]
Net revenue	$ 17,215,862	$ 18,730,449
Cost of revenue	7,891,723	4,285,270
Gross profit	9,324,139	14,445,179
Operating expenses
Marketing costs	6,467,311	11,065,666
Compensation	2,387,711	1,716,880
Selling, general and administrative	2,118,118	1,259,626
Total operating expenses	10,973,140	14,042,172
Operating (loss) income	(1,649,001)	403,007
Interest expense, net	(42,944)	(23,608)
(Loss) income from continuing operations before taxes	(1,691,945)	379,399
Income tax expense	0	(7,235)
Net (loss) income from continuing operations	(1,691,945)	372,164
Net (loss) income from discontinued operations	(1,109)	2,110
Net (loss) income	$ (1,693,054)	$ 374,274
Per common share data: Basic and diluted
Net (loss) income from continuing operations (in usd per share)	$ (0.06)	$ 0.02
Net (loss) income from discontinued operations (in usd per share)	0	0
Net (loss) income (in usd per share)	$ (0.06)	$ 0.02
Weighted average shares
Basic (in shares)	27,025,763	24,381,497
Diluted (in shares)	27,025,763	24,566,288

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Operating activities:
Net (loss) income	$ (1,693,054)	$ 374,274
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization	693,175	540,562
Stock based compensation	292,334	359,338
Amortization of financing fees	6,400	6,400
Adjustment of European liabilities related to discontinued operations	1,109	(5,144)
Recovery of doubtful accounts	0	(464)
Change in operating assets and liabilities:
Accounts receivable	2,740,326	1,944,137
Prepaid expenses and other assets	109,577	64,747
Accounts payable	(2,844,928)	(2,411,075)
Accrued expenses and other liabilities	(989,738)	(299,033)
Net cash (used in) provided by operating activities	(1,684,799)	573,742
Investing activities:
Purchases of equipment and capitalized development costs	(151,424)	(372,598)
Net cash received from NetSeer Asset Acquisition	235,763	0
Net cash provided by (used in) investing activities	84,339	(372,598)
Financing activities:
Payoff of NetSeer debt acquired	(2,015,577)	0
Net proceeds on revolving line of credit	3,600,000	0
Payments on capital leases	(7,250)	(12,859)
Net taxes paid on RSU grants exercised	0	(11,952)
Net cash provided by (used in) financing activities	1,577,173	(24,811)
Net change – cash	(23,287)	176,333
Cash, beginning of year	3,946,804	4,257,204
Cash, end of period	3,923,517	4,433,537
Supplemental information:
Interest paid	25,317	18,063
NetSeer stock issuance (See Note 13)	4,459,244	0
Write-down of domain names and corresponding contingent liability	$ 222,477	$ 0

Organization and Business

Organization and Business	3 Months Ended
	Mar. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Business	Organization and Business Company Overview We develop technology that connects advertisers with consumers through interactions with Inuvo ad-units on websites and apps across devices. The Inuvo MarketPlace provides the means to interact with tens of thousands of advertisers (Demand) and tens of thousands of online publishers (Supply). We interact with Demand/Supply constituents directly and indirectly. We serve ads within content, video and images. We target ads to consumers using our proprietary ConceptGraph machine learning technology that includes a database of 800 million machine profiles. We earn revenue when consumers view and click on our ads. We touch 90% of all US households weekly. Our business scales as we add Demand and Supply relationships with many barriers to entry including the ability to process hundreds of thousands of transactions per second. Our intellectual property is protected by eleven issued and eight pending patents. We count among our many contractual relationships, three clients who collectively manage over 50% of all US digital advertising budgets. Included within our Supply portfolio is a collection of owned websites such as alot.com and earnspendlive.com, where we create content in health, finance, travel, careers, auto, education and living categories. These sites provide the means to test ad-tech, while also delivering high quality consumers to advertisers through interaction with proprietary content in the form of images, videos, slideshows and the written word. In February 2017, we entered into an Asset Purchase Agreement with NetSeer, Inc. ("NetSeer") which allowed us to advance our technology strategy while increasing both the number of advertisers and publishers within the Inuvo MarketPlace. We exchanged 3,529,000 shares of Inuvo common stock and assumed approximately $6.8 million of specified liabilities in this business combination (See Note 13). We are focused on growth and expect to maintain a positive cash flow for the long term. We expect to continue to make strategic investments principally in these areas; marketing technology that helps drive traffic to our owned websites; ad-units that perform better for publishers; demand technology that optimizes advertiser choices; supply technology that optimizes publisher yield; audience targeting technology that improves the alignment of advertising with consumer and yield. Through December 31, 2016, we reported our business as two segments. Both business segments recognize revenue identically. Virtually all the revenue generated within digital publishing comes from our advertising technology. Operationally, these websites are no different from any other website we serve ads to and in this regard, have always been managed internally as an additional source of supply for our ad serving technology. As a result, starting in 2017 we will report as a single segment. We believe this will in fact bring more clarity to shareholders as we provide enhanced consolidated metrics and other information more germane to the company’s business model. Liquidity On March 27, 2017, we amended our Business Financing Agreement with Western Alliance Bank ("Western Alliance Bank"), the parent company of Bridge Bank, N.A., our original lender (see Note 5, "Notes Payable"). The amendment, while providing continued access to the revolving line of credit up to $10 million through September 2018, included the collateral acquired in the NetSeer asset acquisition and modified certain financial covenants. As of March 31, 2017 , the balance of the revolving line of credit was $3.6 million and had approximately $2.9 million of available credit. Though the revolving line of credit and cash generated by operations is expected to 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. Customer concentration We generate the majority of our revenue from two Demand side customers, Yahoo! and Google. At March 31, 2017 and December 31, 2016 , these two customers combined accounted for 68.7% and 98.6% , respectively, of our gross accounts receivable balance. For the three months ended March 31, 2017 and March 31, 2016 , these two customers combined accounted for 88.3% and 97.4% of net revenue, respectively. The reduction in the Yahoo! and Google concentration is the result of additional sources of Demand, primarily due to the NetSeer acquisition. We still source the majority of our Demand through relationships with Yahoo! and Google where we have access to advertiser budgets indirectly. While this strategy creates a concentration risk, it also provides upside opportunities not the least of which include; access to hundreds of thousands of advertisers across geographies; the ability to scale our business across verticals; an avoidance of the sales costs associated with a large direct to advertisers’ sales force; access to innovation; and macro level market insight.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Basis of presentation The consolidated financial statements presented are for Inuvo, Inc. and its consolidated subsidiaries. The accompanying unaudited consolidated financial statements have been prepared based upon SEC rules that permit reduced disclosure for interim periods. Certain information and footnote disclosures have been condensed or omitted in accordance with those rules and regulations. The accompanying consolidated balance sheet as of December 31, 2016 , was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States ("GAAP"). In our opinion, these consolidated financial statements reflect all adjustments that are necessary for a fair presentation of results of operations and financial condition for the interim periods shown including normal recurring accruals and other items. The results for the interim periods are not necessarily indicative of results for the full year. For a more complete discussion of significant accounting policies and certain other information, this report should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2016 , which was filed with the SEC on February 16, 2017. Use of estimates The preparation of financial statements, in accordance with 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 doubtful accounts, accrued sales reserve, 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. Revenue Recognition We recognize revenue in accordance with Accounting Standards Codification (“ASC”) 605-10 Revenue Recognition. 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 we serve 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. Recent accounting pronouncements I n May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2014-09, “Revenue from Contracts with Customers,” which supersedes the revenue recognition requirements in Topic 605, “ Revenue Recognition ” and requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU 2015-14, which defers by one year the effective date of ASU 2014-09. Accordingly, this guidance is effective for interim and annual periods beginning after December 15, 2017 with early adoption permitted for interim and annual periods beginning after December 15, 2016. The Company plans to adopt this guidance on January 1, 2018. The Company is currently evaluating the effects, if any, that the adoption of this guidance will have on the Company’s financial position, results of operations and cash flows. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This standard will require all leases with durations greater than twelve months to be recognized on the balance sheet and is effective for interim and annual reporting periods beginning after December 15, 2018, although early adoption is permitted. We believe adoption of this standard will have an impact on our Consolidated Balance Sheets. Although we have not completed our assessment, we do not expect the adoption to change the recognition, measurement or presentation of lease expenses within the consolidated financial position or results of operations. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments. This Update addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The adoption of ASU 2016-15 is not expected to have a significant impact on the Company’s consolidated financial position or results of operations. In January 2017, ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment was issued by the FASB. The new guidance simplifies the accounting for goodwill impairments by eliminating Step 2 from the goodwill impairment test. The guidance requires, among other things, recognition of an impairment loss when the carrying value of a reporting unit exceeds its fair value. The loss recognized is limited to the total amount of goodwill allocated to that reporting unit. The guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not expect the adoption of this guidance to have a material effect on its financial statements.

Property and Equipment

Property and Equipment	3 Months Ended
	Mar. 31, 2017
Property, Plant and Equipment [Abstract]
Property and Equipment	Property and Equipment The net carrying value of property and equipment was as follows as of: March 31, 2017 December 31, 2016 Furniture and fixtures $ 250,160 $ 241,876 Equipment 930,984 811,948 Software 6,275,830 6,132,626 Leasehold improvements 441,382 441,382 Subtotal 7,898,356 7,627,832 Less: accumulated depreciation and amortization (6,344,257 ) (6,012,609 ) Total $ 1,554,099 $ 1,615,223 During the three months ended March 31, 2017 and March 31, 2016 , depreciation expense was $328,054 and $306,268 , respectively.

Other Intangible Assets and Goo

Other Intangible Assets and Goodwill	3 Months Ended
	Mar. 31, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Other Intangible Assets and Goodwill	Other Intangible Assets and Goodwill The following is a schedule of intangible assets as of March 31, 2017 : Term Carrying Value Accumulated Amortization and Impairment Net Carrying Value Year-to-date Amortization Customer list, Google 20 years $ 8,820,000 $ (2,241,750 ) $ 6,578,250 $ 110,250 Technology, NetSeer 5 years 3,600,000 (120,000 ) 3,480,000 120,000 Customer list, all other 10 years 1,610,000 (818,437 ) 791,563 40,251 Trade names, ALOT 5 years 960,000 (960,000 ) — 32,000 Customer Relationships, NetSeer 20 years 570,000 (4,750 ) 565,250 4,750 Domain websites (2) 5 years 447,030 (294,148 ) 152,882 26,203 Trade names, web properties (1) - 390,000 — 390,000 — Brand, NetSeer 1 year 121,000 (20,167 ) 100,833 20,167 Non-Competition Agreements, NetSeer 1 year 69,000 (11,500 ) 57,500 11,500 Intangible assets classified as long-term $ 16,587,030 $ (4,470,752 ) $ 12,116,278 $ 365,121 Goodwill, total - $ 9,773,842 $ — $ 9,773,842 $ — (1) The trade names related to our web properties have an indefinite life, and as such are not amortized. (2) On May 8, 2015, we purchased two domain websites with a fair value of $715,874 . In May 2016, the carrying value was adjusted by approximately $46 thousand to reflect the lower price paid as compared to the contingent liability recorded as a result of the change in the price of Inuvo stock from the date of acquisition to the first contingent release of shares. In March 2017, we determined that the seller would not meet the specific performance target for the second year and therefore, we adjusted the carrying value of the intangible asset by $222,477 . Amortization expense over the next five years and thereafter is as follows: 2017 $ 1,195,851 2018 1,420,301 2019 1,404,468 2020 1,354,985 2021 1,350,504 Thereafter 5,000,169 Total $ 11,726,278

Revolving credit line

Revolving credit line	3 Months Ended
	Mar. 31, 2017
Debt Disclosure [Abstract]
Revolving credit line	The following table summarizes our notes payable balances as of: March 31, 2017 March 31, 2016 Revolving credit line - 4.50 percent at March 31, 2017 (prime plus 0.5 percent), due September 29, 2018 - current portion $ 1,100,000 $ — Revolving credit line - long-term portion 2,500,000 — Total $ 3,600,000 $ — On March 1, 2012, we entered into a Business Financing Agreement with Bridge Bank, which is now owned by Western Alliance Bank. The agreement provided us with a revolving credit line of up to $10 million which we use to help satisfy our working capital needs. We have provided Western Alliance 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 invoice. We had approximately $2.9 million available under the revolving credit line as of March 31, 2017 . On March 27, 2017, the Company entered into the Eighth Business Financing Modification Agreement with Western Alliance Bank, the parent company of Bridge Bank, our original lender, that modified the existing Agreement. The modified terms require a monthly quick ratio of not less than .65 to 1.00 from February 1, 2017 through December 31, 2017; and a monthly quick ratio of not less than .75 to 1.00 on and after January 1, 2018; and quarterly consolidated Adjusted EBITDA shall not negatively deviate more than $300,000 from projections for the quarter ending March 31, 2017, by more than $400,000 for the quarters ending June 30, 2017, September 30, 2017, and December 31, 2017, or with respect to any quarter in 2018 and beyond, by more than 25% from projections. The revolving line of credit is effective to September 2018. While we periodically utilize our line of credit for operating needs, as of March 31, 2017 , the balance of the revolving line of credit was $3.6 million . We were in compliance with all bank covenants as of March 31, 2017 .

Accrued Expenses and Other Curr

Accrued Expenses and Other Current Liabilities	3 Months Ended
	Mar. 31, 2017
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 as of: March 31, 2017 December 31, 2016 Accrued marketing costs $ 1,034,059 $ 1,622,737 Accrued payroll and commission liabilities 710,574 250,000 Accrued expenses and other 546,056 289,435 Accrued sales allowance 250,000 250,000 Capital leases, current portion 65,734 31,210 Accrued taxes 14,859 10,313 Deferred Arkansas grant, current portion 12,346 13,468 Contingent stock due for acquired domains, current portion — 222,477 Total $ 2,633,628 $ 2,689,640

Other Long-Term Liabilities

Other Long-Term Liabilities	3 Months Ended
	Mar. 31, 2017
Other Liabilities Disclosure [Abstract]
Other Long-Term Liabilities	Other Long-Term Liabilities Other long-term liabilities consist of the following as of: March 31, 2017 December 31, 2016 Deferred rent $ 153,725 $ 163,165 Contingent stock due for acquired domains, less current portion 147,029 147,029 Capital leases, less current portion 46,801 — Accrued taxes, less current portion 13,762 $ 13,763 Deferred Arkansas grant, less current portion — 2,471 Total $ 361,317 $ 326,428 On May 8, 2015, we purchased two domain websites with a fair value of $715,874 (see Note 4). The purchase consideration was our common stock and is contingent upon the seller attaining specific performance targets over three years. On May 8, 2016, the seller achieved the specific performance target for the first year and as a result, we issued 166,667 shares of common stock. The accrued contingent liability and the related intangible asset, domain websites, were adjusted by approximately $46 thousand to reflect the lower price paid as compared to the contingent liability recorded as a result of the change in the price of Inuvo stock from the date of acquisition to the first contingent release of shares. In March 2017, we determined that the seller would not meet the specific performance target for the second year and therefore, we adjusted the carrying value of the related intangible asset and contingent liability by $222,477 .

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2017
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes We have a deferred tax liability of $3,738,500 as of March 31, 2017 , related to intangible assets acquired in March 2012. We also have a net deferred tax asset of approximately $31,331,248 . 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 March 31, 2017 .

Stock-Based Compensation

Stock-Based Compensation	3 Months Ended
	Mar. 31, 2017
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 RSUs vesting periods are generally up to three years. Compensation Expense For the three months ended March 31, 2017 and March 31, 2016 , we recorded stock-based compensation expense for all equity incentive plans of $292,334 and $359,338 , respectively. Total compensation cost not yet recognized at March 31, 2017 was $1,649,396 to be recognized over a weighted-average recognition period of 1.2 years. Significant Grants and Cancellations 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 of $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 is contingent upon achieving certain revenue and profit targets and vest annually, one-third upon each anniversary of the grant date. On July 27, 2016, August 4, 2016, and August 5, 2016, the first measurement period targets were achieved and the number of shares issued totaled 297,690 with a weighted average fair value of $1.32 . On April 1, 2016, we granted members of our board of directors a total of 63,160 RSUs with a weighted average fair value of $1.90 a share which fully vested on March 31, 2017. On February 7, 2017, we granted certain NetSeer employees service RSUs totaling 186,828 shares with a weighted average fair value of $1.65 per share which vest annually over a three year period. On February 15, 2017, we granted an employee 20,520 RSUs with a weighted average fair value of $1.62 which fully vest on August 6, 2017. The following table summarizes the stock grants outstanding under our 2005 Long-Term Incentive Plan ("2005 LTIP") and 2010 ECP plans as of March 31, 2017 : Options Outstanding RSUs Outstanding Options and RSUs Exercised Available Shares Total 2010 ECP 250,498 890,049 2,446,556 548,842 4,135,945 2005 LTIP (*) 13,748 — 950,085 — 963,833 Total 264,246 890,049 3,396,641 548,842 5,099,778 (*) Expired June 2015

Discontinued Operations

Discontinued Operations	3 Months Ended
	Mar. 31, 2017
Discontinued Operations and Disposal Groups [Abstract]
Discontinued Operations	Discontinued Operations Certain of our subsidiaries previously operated in the European Union ("EU"). Though our operations ceased in 2009, statutory requirements required 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. In the third quarter of 2016, our petition with the UK (United Kingdom) Companies House to strike off and dissolve our remaining subsidiary in the EU was approved. As a result, for the three months ended March 31, 2017 and March 31, 2016 respectively, we recorded a net loss of $1,109 and net income of $2,110 largely due to invoices from service providers.

Earnings per Share

Earnings per Share	3 Months Ended
	Mar. 31, 2017
Earnings Per Share [Abstract]
Earnings per Share	Earnings per Share During the three month period ended March 31, 2017 , we generated a net loss from continuing operations and as a result, all of our shares are anti-dilutive. During the three month period ended March 31, 2016 , we generated net income from continuing operations. Accordingly, some of our outstanding stock options, warrants and restricted stock awards have a dilutive impact for the 2016 period, illustrated in the following table. We generated basic and diluted earnings per share from net income of $0.02 for the three month period ending March 31, 2016 For the Three Months Ended March 31, 2017 March 31, 2016 Weighted average shares outstanding for basic EPS 27,025,763 24,381,497 Effect of dilutive securities Options — 7,926 RSUs — 131,032 Warrants — 45,833 Weighted average shares outstanding for diluted EPS 27,025,763 24,566,288 In addition, the weighted average number of securities that were anti-dilutive for the three months ended March 31, 2016, but which could potentially dilute EPS in the future were 276,320 outstanding stock options with a weighted average exercise price of $2.86 ; 997,806 outstanding restricted stock units with a weighted average price of $3.20 ; and 675,000 outstanding warrants with a weighted average exercise price of $2.20 .

Leases

Leases	3 Months Ended
	Mar. 31, 2017
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 $107,299 and $49,030 for the three months ended March 31, 2017 and March 31, 2016 , respectively. Minimum future lease payments under non-cancelable operating leases as of March 31, 2017 are: 2017 $ 238,650 2018 183,858 2019 184,852 2020 140,749 2021 — Total $ 748,109 As part of the NetSeer asset acquisition, Inuvo assumed the office space lease that served as NetSeer's headquarters in Sunnyvale, CA. The lease is for 15,717 square feet and will cost approximately $95,000 for the remaining term of the lease which will expire in July 2017.

NetSeer Acquisition

NetSeer Acquisition	3 Months Ended
	Mar. 31, 2017
Business Combinations [Abstract]
NetSeer Acquisition	NetSeer Acquisition On February 6, 2017, we entered into an Asset Purchase Agreement to acquire the assets of NetSeer. Under the terms of the agreement, we acquired substantially all of the assets of NetSeer, and assumed certain liabilities and personnel obligations, in exchange for 3,529,000 shares of our common stock. The operating results of this acquisition have been included in the consolidated statements of operations since the acquisition date. As a result of the business acquisition, the Company recognized goodwill in the amount of $4,013,034 . The factors contributing to the recognition of the amount of goodwill are based on strategic benefits that are expected to be realized from acquiring NetSeer's assembled workforce in addition to other synergies gained from integrating NetSeer's operations into the Company’s consolidated structure. The Company incurred approximately $350,000 in acquisition related costs, which are recorded in selling, general and administrative expenses in the accompanying consolidated statements of operations. The Company has not yet completed its evaluation and determination of certain assets and liabilities acquired. The Company expects the final valuations and assessments may result in adjustments to the preliminary values included in the following table: March 31, 2017 Total consideration paid in common stock (with marketability discount applied) $ 4,459,244 Fair value of assets acquired: Accounts receivable, net (2,292,485 ) Prepaid expenses and other current assets (236,163 ) Property and equipment, net (119,101 ) Goodwill (4,013,034 ) Intangible assets (4,360,000 ) Fair value of liabilities assumed: Accounts payable $ 3,579,787 Accrued expenses and other current liabilities 1,152,789 Other long-term liabilities 49,149 Debt 2,015,577 Cash received in acquisition $ 235,763 In accordance with ASC guidance related to business combinations, net consideration was first allocated to the fair value of assets acquired, including specifically identifiable intangible assets and liabilities assumed, with the excess being recorded as goodwill. Goodwill related to this acquisition is not deductible for tax purposes and is not amortized, but instead is subject to periodic impairment tests. The purchase includes the assumption of gross customer accounts receivable totaling $2,292,485 . The Company estimates that 100% of these receivables will be collected. Therefore, the receivables are recorded at the estimated fair value, which equals the gross contractual amount. Specifically identifiable intangible assets consist of $4,360,000 and are amortized on a straight-line basis over the estimated useful life. Additionally, revenue and earnings of NetSeer totaling approximately $1.9 million since the acquisition date are included in the consolidated statements of operations.

Segments

Segments	3 Months Ended
	Mar. 31, 2017
Segment Reporting [Abstract]
Segments	Segments In accordance with ASC 280 - Segment reporting , segment information reported is built on the basis of internal management data used for performance analysis of businesses and for the allocation of resources. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker, its chief executive officer, reviews financial information presented on a consolidated basis and no expense or operating income is evaluated at a segment level. Given the consolidated level of review by the Company’s chief executive officer, the Company operates as one reportable segment. Most net revenue is earned in the United States and all long-lived assets are located in the United States.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2017
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions For the three months ended March 31, 2017 and March 31, 2016 , the Company received a total of $34,986 and $25,156 , respectively, from First Orion Corp., which is partially owned by two directors and shareholders of Inuvo, for providing IT services.

Summary of Significant Accoun21

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
Basis of presentation	The consolidated financial statements presented are for Inuvo, Inc. and its consolidated subsidiaries. The accompanying unaudited consolidated financial statements have been prepared based upon SEC rules that permit reduced disclosure for interim periods. Certain information and footnote disclosures have been condensed or omitted in accordance with those rules and regulations. The accompanying consolidated balance sheet as of December 31, 2016 , was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States ("GAAP"). In our opinion, these consolidated financial statements reflect all adjustments that are necessary for a fair presentation of results of operations and financial condition for the interim periods shown including normal recurring accruals and other items. The results for the interim periods are not necessarily indicative of results for the full year.
Use of estimates	The preparation of financial statements, in accordance with 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 doubtful accounts, accrued sales reserve, 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.
Revenue Recognition	We recognize revenue in accordance with Accounting Standards Codification (“ASC”) 605-10 Revenue Recognition. 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 we serve 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.
Recent accounting pronouncements	I n May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2014-09, “Revenue from Contracts with Customers,” which supersedes the revenue recognition requirements in Topic 605, “ Revenue Recognition ” and requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU 2015-14, which defers by one year the effective date of ASU 2014-09. Accordingly, this guidance is effective for interim and annual periods beginning after December 15, 2017 with early adoption permitted for interim and annual periods beginning after December 15, 2016. The Company plans to adopt this guidance on January 1, 2018. The Company is currently evaluating the effects, if any, that the adoption of this guidance will have on the Company’s financial position, results of operations and cash flows. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This standard will require all leases with durations greater than twelve months to be recognized on the balance sheet and is effective for interim and annual reporting periods beginning after December 15, 2018, although early adoption is permitted. We believe adoption of this standard will have an impact on our Consolidated Balance Sheets. Although we have not completed our assessment, we do not expect the adoption to change the recognition, measurement or presentation of lease expenses within the consolidated financial position or results of operations. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments. This Update addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The adoption of ASU 2016-15 is not expected to have a significant impact on the Company’s consolidated financial position or results of operations. In January 2017, ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment was issued by the FASB. The new guidance simplifies the accounting for goodwill impairments by eliminating Step 2 from the goodwill impairment test. The guidance requires, among other things, recognition of an impairment loss when the carrying value of a reporting unit exceeds its fair value. The loss recognized is limited to the total amount of goodwill allocated to that reporting unit. The guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not expect the adoption of this guidance to have a material effect on its financial statements.

Property and Equipment (Tables)

Property and Equipment (Tables)	3 Months Ended
	Mar. 31, 2017
Property, Plant and Equipment [Abstract]
Net Carrying Value of Property and Equipment	The net carrying value of property and equipment was as follows as of: March 31, 2017 December 31, 2016 Furniture and fixtures $ 250,160 $ 241,876 Equipment 930,984 811,948 Software 6,275,830 6,132,626 Leasehold improvements 441,382 441,382 Subtotal 7,898,356 7,627,832 Less: accumulated depreciation and amortization (6,344,257 ) (6,012,609 ) Total $ 1,554,099 $ 1,615,223

Other Intangible Assets and G23

Other Intangible Assets and Goodwill (Tables)	3 Months Ended
	Mar. 31, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Intangible Assets from Continuing Operations	The following is a schedule of intangible assets as of March 31, 2017 : Term Carrying Value Accumulated Amortization and Impairment Net Carrying Value Year-to-date Amortization Customer list, Google 20 years $ 8,820,000 $ (2,241,750 ) $ 6,578,250 $ 110,250 Technology, NetSeer 5 years 3,600,000 (120,000 ) 3,480,000 120,000 Customer list, all other 10 years 1,610,000 (818,437 ) 791,563 40,251 Trade names, ALOT 5 years 960,000 (960,000 ) — 32,000 Customer Relationships, NetSeer 20 years 570,000 (4,750 ) 565,250 4,750 Domain websites (2) 5 years 447,030 (294,148 ) 152,882 26,203 Trade names, web properties (1) - 390,000 — 390,000 — Brand, NetSeer 1 year 121,000 (20,167 ) 100,833 20,167 Non-Competition Agreements, NetSeer 1 year 69,000 (11,500 ) 57,500 11,500 Intangible assets classified as long-term $ 16,587,030 $ (4,470,752 ) $ 12,116,278 $ 365,121 Goodwill, total - $ 9,773,842 $ — $ 9,773,842 $ — (1) The trade names related to our web properties have an indefinite life, and as such are not amortized. (2) On May 8, 2015, we purchased two domain websites with a fair value of $715,874 . In May 2016, the carrying value was adjusted by approximately $46 thousand to reflect the lower price paid as compared to the contingent liability recorded as a result of the change in the price of Inuvo stock from the date of acquisition to the first contingent release of shares. In March 2017, we determined that the seller would not meet the specific performance target for the second year and therefore, we adjusted the carrying value of the intangible asset by $222,477 .
Schedule of Amortization Expense	Amortization expense over the next five years and thereafter is as follows: 2017 $ 1,195,851 2018 1,420,301 2019 1,404,468 2020 1,354,985 2021 1,350,504 Thereafter 5,000,169 Total $ 11,726,278

Revolving credit line (Tables)

Revolving credit line (Tables)	3 Months Ended
	Mar. 31, 2017
Debt Disclosure [Abstract]
Schedule of Notes Payable	The following table summarizes our notes payable balances as of: March 31, 2017 March 31, 2016 Revolving credit line - 4.50 percent at March 31, 2017 (prime plus 0.5 percent), due September 29, 2018 - current portion $ 1,100,000 $ — Revolving credit line - long-term portion 2,500,000 — Total $ 3,600,000 $ —

Accrued Expenses and Other Cu25

Accrued Expenses and Other Current Liabilities (Tables)	3 Months Ended
	Mar. 31, 2017
Payables and Accruals [Abstract]
Schedule of Accrued Expenses and other Current Liabilities	The accrued expenses and other current liabilities consist of the following as of: March 31, 2017 December 31, 2016 Accrued marketing costs $ 1,034,059 $ 1,622,737 Accrued payroll and commission liabilities 710,574 250,000 Accrued expenses and other 546,056 289,435 Accrued sales allowance 250,000 250,000 Capital leases, current portion 65,734 31,210 Accrued taxes 14,859 10,313 Deferred Arkansas grant, current portion 12,346 13,468 Contingent stock due for acquired domains, current portion — 222,477 Total $ 2,633,628 $ 2,689,640

Other Long-Term Liabilities (Ta

Other Long-Term Liabilities (Tables)	3 Months Ended
	Mar. 31, 2017
Other Liabilities Disclosure [Abstract]
Schedule of Other Long-Term Liabilities	Other long-term liabilities consist of the following as of: March 31, 2017 December 31, 2016 Deferred rent $ 153,725 $ 163,165 Contingent stock due for acquired domains, less current portion 147,029 147,029 Capital leases, less current portion 46,801 — Accrued taxes, less current portion 13,762 $ 13,763 Deferred Arkansas grant, less current portion — 2,471 Total $ 361,317 $ 326,428

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	3 Months Ended
	Mar. 31, 2017
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 March 31, 2017 : Options Outstanding RSUs Outstanding Options and RSUs Exercised Available Shares Total 2010 ECP 250,498 890,049 2,446,556 548,842 4,135,945 2005 LTIP (*) 13,748 — 950,085 — 963,833 Total 264,246 890,049 3,396,641 548,842 5,099,778 (*) Expired June 2015

Earnings per Share (Tables)

Earnings per Share (Tables)	3 Months Ended
	Mar. 31, 2017
Earnings Per Share [Abstract]
Schedule of Weighted Average Number of Shares	For the Three Months Ended March 31, 2017 March 31, 2016 Weighted average shares outstanding for basic EPS 27,025,763 24,381,497 Effect of dilutive securities Options — 7,926 RSUs — 131,032 Warrants — 45,833 Weighted average shares outstanding for diluted EPS 27,025,763 24,566,288

Leases (Tables)

Leases (Tables)	3 Months Ended
	Mar. 31, 2017
Leases [Abstract]
Schedule of Future Minimum Rental Payments for Operating Leases	Minimum future lease payments under non-cancelable operating leases as of March 31, 2017 are: 2017 $ 238,650 2018 183,858 2019 184,852 2020 140,749 2021 — Total $ 748,109

NetSeer Acquisition (Tables)

NetSeer Acquisition (Tables)	3 Months Ended
	Mar. 31, 2017
Business Combinations [Abstract]
Schedule of Business Acquisitions	The operating results of this acquisition have been included in the consolidated statements of operations since the acquisition date. As a result of the business acquisition, the Company recognized goodwill in the amount of $4,013,034 . The factors contributing to the recognition of the amount of goodwill are based on strategic benefits that are expected to be realized from acquiring NetSeer's assembled workforce in addition to other synergies gained from integrating NetSeer's operations into the Company’s consolidated structure. The Company incurred approximately $350,000 in acquisition related costs, which are recorded in selling, general and administrative expenses in the accompanying consolidated statements of operations. The Company has not yet completed its evaluation and determination of certain assets and liabilities acquired. The Company expects the final valuations and assessments may result in adjustments to the preliminary values included in the following table: March 31, 2017 Total consideration paid in common stock (with marketability discount applied) $ 4,459,244 Fair value of assets acquired: Accounts receivable, net (2,292,485 ) Prepaid expenses and other current assets (236,163 ) Property and equipment, net (119,101 ) Goodwill (4,013,034 ) Intangible assets (4,360,000 ) Fair value of liabilities assumed: Accounts payable $ 3,579,787 Accrued expenses and other current liabilities 1,152,789 Other long-term liabilities 49,149 Debt 2,015,577 Cash received in acquisition $ 235,763

Organization and Business (Deta

Organization and Business (Details) machine_profile in Millions	Feb. 06, 2017shares	Feb. 28, 2017USD ($)shares	Mar. 31, 2017USD ($)machine_profilepatent	Mar. 31, 2016USD ($)	Dec. 31, 2016segment	Mar. 27, 2017USD ($)	Mar. 01, 2012USD ($)
Debt Instrument [Line Items]
Number of machine profiles in database | machine_profile			800
Percentage of US households touched weekly			90.00%
Number of issued patents | patent			11
Number of pending patents | patent			8
Number of operating segments | segment					2
Total			$ 3,600,000	$ 0
Period of sufficient liquidity			12 months
Yahoo and Google | Accounts Receivable | Customer Concentration Risk
Debt Instrument [Line Items]
Percentage of concentration risk			68.70%		98.60%
Yahoo and Google | Net Revenue | Customer Concentration Risk
Debt Instrument [Line Items]
Percentage of concentration risk			88.30%	97.40%
Bridge Bank – Revolving Credit Line - March 1, 2012 | Bridge Bank, N.A. | Revolving Credit Facility | Line of Credit
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity						$ 10,000,000	$ 10,000,000
Total			$ 3,600,000
Remaining borrowing capacity			$ 2,900,000
NetSeer
Debt Instrument [Line Items]
Shares issued in asset purchase agreement (in shares) | shares	3,529,000	3,529,000
Liabilities assumed		$ 6,800,000

Property and Equipment (Details

Property and Equipment (Details) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 7,898,356		$ 7,627,832
Less: accumulated depreciation and amortization	(6,344,257)		(6,012,609)
Total	1,554,099		1,615,223
Depreciation expense	328,054	$ 306,268
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	250,160		241,876
Equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	930,984		811,948
Software
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	6,275,830		6,132,626
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 441,382		$ 441,382

Other Intangible Assets and G33

Other Intangible Assets and Goodwill - Schedule of Goodwill and Intangible Assets (Details)		May 08, 2015USD ($)website	Mar. 31, 2017USD ($)		Mar. 31, 2017USD ($)		Dec. 31, 2016USD ($)
Schedule of Finite-Lived Intangible Assets and Goodwill [Line Items]
Net Carrying Value			$ 11,726,278		$ 11,726,278
Year-to-date Amortization					365,121
Intangible assets classified as long-term
Carrying Value			16,587,030		16,587,030
Accumulated Amortization and Impairment			(4,470,752)		(4,470,752)
Net Carrying Value			12,116,278		12,116,278		$ 8,343,876
Goodwill, Impaired, Accumulated Impairment Loss
Carrying Value			9,773,842		9,773,842
Net Carrying Value			9,773,842		9,773,842		$ 5,760,808
Trade names, web properties
Schedule of Finite-Lived Intangible Assets and Goodwill [Line Items]
Carrying value, indefinite-lived	[1]		390,000		390,000
Net carrying value, indefinite-lived	[1]		390,000		$ 390,000
Customer list, Google
Schedule of Finite-Lived Intangible Assets and Goodwill [Line Items]
Term					20 years
Carrying Value			8,820,000		$ 8,820,000
Accumulated Amortization and Impairment			(2,241,750)		(2,241,750)
Net Carrying Value			6,578,250		6,578,250
Year-to-date Amortization					$ 110,250
Technology, NetSeer
Schedule of Finite-Lived Intangible Assets and Goodwill [Line Items]
Term					5 years
Carrying Value			3,600,000		$ 3,600,000
Accumulated Amortization and Impairment			(120,000)		(120,000)
Net Carrying Value			3,480,000		3,480,000
Year-to-date Amortization					$ 120,000
Customer list, all other
Schedule of Finite-Lived Intangible Assets and Goodwill [Line Items]
Term					10 years
Carrying Value			1,610,000		$ 1,610,000
Accumulated Amortization and Impairment			(818,437)		(818,437)
Net Carrying Value			791,563		791,563
Year-to-date Amortization					$ 40,251
Trade names, ALOT
Schedule of Finite-Lived Intangible Assets and Goodwill [Line Items]
Term					5 years
Carrying Value			960,000		$ 960,000
Accumulated Amortization and Impairment			(960,000)		(960,000)
Net Carrying Value			0		0
Year-to-date Amortization					$ 32,000
Customer Relationships, NetSeer
Schedule of Finite-Lived Intangible Assets and Goodwill [Line Items]
Term					20 years
Carrying Value			570,000		$ 570,000
Accumulated Amortization and Impairment			(4,750)		(4,750)
Net Carrying Value			565,250		565,250
Year-to-date Amortization					$ 4,750
Domain websites
Schedule of Finite-Lived Intangible Assets and Goodwill [Line Items]
Term	[2]				5 years
Carrying Value		$ 715,874	447,030	[2]	$ 447,030	[2]
Accumulated Amortization and Impairment	[2]		(294,148)		(294,148)
Net Carrying Value	[2]		152,882		152,882
Year-to-date Amortization	[2]				$ 26,203
Goodwill, Impaired, Accumulated Impairment Loss
Number of finite-lived intangible assets purchased | website		2
Impairment of finite-lived intangible assets		$ 46,000	222,477
Brand, NetSeer
Schedule of Finite-Lived Intangible Assets and Goodwill [Line Items]
Term					1 year
Carrying Value			121,000		$ 121,000
Accumulated Amortization and Impairment			(20,167)		(20,167)
Net Carrying Value			100,833		100,833
Year-to-date Amortization					$ 20,167
Non-Competition Agreements, NetSeer
Schedule of Finite-Lived Intangible Assets and Goodwill [Line Items]
Term					1 year
Carrying Value			69,000		$ 69,000
Accumulated Amortization and Impairment			(11,500)		(11,500)
Net Carrying Value			$ 57,500		57,500
Year-to-date Amortization					$ 11,500
[1]	The trade names related to our web properties have an indefinite life, and as such are not amortized.
[2]	On May 8, 2015, we purchased two domain websites with a fair value of $715,874. In May 2016, the carrying value was adjusted by approximately $46 thousand to reflect the lower price paid as compared to the contingent liability recorded as a result of the change in the price of Inuvo stock from the date of acquisition to the first contingent release of shares. In March 2017, we determined that the seller would not meet the specific performance target for the second year and therefore, we adjusted the carrying value of the intangible asset by $222,477.

Other Intangible Assets and G34

Other Intangible Assets and Goodwill - Amortization Expense (Details)	Mar. 31, 2017USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2,017	$ 1,195,851
2,018	1,420,301
2,019	1,404,468
2,020	1,354,985
2,021	1,350,504
Thereafter	5,000,169
Net Carrying Value	$ 11,726,278

Revolving credit line - Schedul

Revolving credit line - Schedule of Notes Payable (Details) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Debt Instrument [Line Items]
Total	$ 3,600,000	$ 0
Line of Credit | Revolving Credit Facility
Debt Instrument [Line Items]
Stated interest rate	4.50%
Revolving credit line - 4.50 percent at March 31, 2017 (prime plus 0.5 percent), due September 29, 2018 - current portion	$ 1,100,000	0
Revolving credit line - long-term portion	$ 2,500,000	$ 0
Prime Rate | Line of Credit | Revolving Credit Facility
Debt Instrument [Line Items]
Basis spread on variable rate	0.50%

Revolving credit line - Narrati

Revolving credit line - Narrative (Details)	Mar. 27, 2017USD ($)	Mar. 01, 2012USD ($)	Mar. 31, 2017USD ($)	Mar. 31, 2016USD ($)
Debt Instrument [Line Items]
Debt balance			$ 3,600,000	$ 0
Bridge Bank – Revolving Credit Line - March 1, 2012 | Bridge Bank, N.A. | Line of Credit | Revolving Credit Facility
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity	$ 10,000,000	$ 10,000,000
Debt instrument, allowable borrowings, percentage of eligible accounts receivable		80.00%
Debt instrument, additional borrowing maximum, over eligible accounts receivable limit		$ 1,000,000
Period for eligible accounts receivable		90 days
Remaining borrowing capacity			2,900,000
Debt balance			3,600,000
Eighth Business Financing Modification Agreement with Western Alliance Bank | Secured Debt | Period from February 1, 2017 through December 31, 2017
Debt Instrument [Line Items]
Quick ratio (not less than)	0.65
Eighth Business Financing Modification Agreement with Western Alliance Bank | Secured Debt | Period from January 1, 2018 and after
Debt Instrument [Line Items]
Quick ratio (not less than)	0.75
Maximum percentage of decline in revenue from projected amount	20.00%
Eighth Business Financing Modification Agreement with Western Alliance Bank | Secured Debt | Quarter ending March 31, 2017
Debt Instrument [Line Items]
Maximum decline in AEBITDA from projected amount	$ 300,000
Maximum percentage of decline in revenue from projected amount	25.00%
Eighth Business Financing Modification Agreement with Western Alliance Bank | Secured Debt | Quarter ending June 30, 2017
Debt Instrument [Line Items]
Maximum decline in AEBITDA from projected amount	$ 400,000
Eighth Business Financing Modification Agreement with Western Alliance Bank | Secured Debt | Quarter ending September 30, 2017
Debt Instrument [Line Items]
Maximum decline in AEBITDA from projected amount	$ 400,000
Maximum percentage of decline in revenue from projected amount	25.00%
Eighth Business Financing Modification Agreement with Western Alliance Bank | Secured Debt | Quarter Ending December 31, 2017 and Thereafter
Debt Instrument [Line Items]
Maximum decline in AEBITDA from projected amount	$ 400,000
Maximum percentage of decline in revenue from projected amount	25.00%
Bridge Bank – Term Note Payable - September 10, 2017 | Term Note Payable
Debt Instrument [Line Items]
Debt balance			$ 3,600,000

Accrued Expenses and Other Cu37

Accrued Expenses and Other Current Liabilities (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Payables and Accruals [Abstract]
Accrued marketing costs	$ 1,034,059	$ 1,622,737
Accrued payroll and commission liabilities	710,574	250,000
Accrued expenses and other	546,056	289,435
Accrued sales allowance	250,000	250,000
Capital leases, current portion	65,734	31,210
Accrued taxes	14,859	10,313
Deferred Arkansas grant, current portion	12,346	13,468
Contingent stock due for acquired domains, current portion	0	222,477
Total	$ 2,633,628	$ 2,689,640

Other Long-Term Liabilities - C

Other Long-Term Liabilities - Components of Other Long-Term Liabilities(Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Other Liabilities Disclosure [Abstract]
Deferred rent	$ 153,725	$ 163,165
Contingent stock due for acquired domains, less current portion	147,029	147,029
Capital leases, less current portion	46,801	0
Accrued taxes, less current portion	13,762	13,763
Deferred Arkansas grant, less current portion	0	2,471
Total	$ 361,317	$ 326,428

Other Long-Term Liabilities - N

Other Long-Term Liabilities - Narrative (Details)	May 08, 2016shares	May 08, 2015USD ($)website	Mar. 31, 2017USD ($)
Performance shares | Common stock
Finite-Lived Intangible Assets [Line Items]
Number of shares issued for performance target achievement | shares	166,667
Domain websites
Finite-Lived Intangible Assets [Line Items]
Number of finite-lived intangible assets purchased | website		2
Carrying value		$ 715,874	$ 447,030	[1]
Contingency accrual, payment period		3 years
Impairment of finite-lived intangible assets		$ 46,000	$ 222,477
[1]	On May 8, 2015, we purchased two domain websites with a fair value of $715,874. In May 2016, the carrying value was adjusted by approximately $46 thousand to reflect the lower price paid as compared to the contingent liability recorded as a result of the change in the price of Inuvo stock from the date of acquisition to the first contingent release of shares. In March 2017, we determined that the seller would not meet the specific performance target for the second year and therefore, we adjusted the carrying value of the intangible asset by $222,477.

Income Taxes (Details)

Income Taxes (Details)	Mar. 31, 2017USD ($)
Income Tax Disclosure [Abstract]
Deferred tax liability	$ 3,738,500
Deferred tax asset	$ 31,331,248

Stock-Based Compensation - Narr

Stock-Based Compensation - Narrative (Details) - USD ($)	Feb. 15, 2017	Feb. 07, 2017	Aug. 05, 2016	Apr. 01, 2016	Aug. 04, 2015	Mar. 31, 2017	Mar. 31, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Option and restricted stock unit vesting period (up to)						3 years
Stock based compensation						$ 292,334	$ 359,338
Compensation cost related to non vested awards not yet recognized						$ 1,649,396
Average remaining expense recognition period						1 year 2 months
Restricted Stock Units (RSUs) and Performance Restricted Stock Units (RSUs) | Employee
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity instruments other than options, grants in period (in shares)					965,500
Grants in period, weighted average grant date fair value (in usd per share)					$ 3.03
Issued in period (in shares)			297,690
Issued in period, weighted average grant date fair value (in usd per share)			$ 1.32
Restricted Stock Units- Service Based | Employee
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Option and restricted stock unit vesting period (up to)					3 years
Restricted Stock Units- Service Based | Employee | Share-based Compensation Award, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights, percentage					25.00%
Restricted Stock Units- Service Based | Employee | Share-based Compensation Award, Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights, percentage					25.00%
Restricted Stock Units- Service Based | Employee | Share-based Compensation Award, Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights, percentage					50.00%
Restricted Stock Units- Performance Based | Employee | Share-based Compensation Award, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights, percentage					33.33%
Restricted Stock Units- Performance Based | Employee | Share-based Compensation Award, Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights, percentage					33.33%
Restricted Stock Units- Performance Based | Employee | Share-based Compensation Award, Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights, percentage					33.33%
Restricted Stock Units | Employee
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Option and restricted stock unit vesting period (up to)		3 years
Equity instruments other than options, grants in period (in shares)	20,520	186,828
Grants in period, weighted average grant date fair value (in usd per share)	$ 1.62	$ 1.65
Restricted Stock Units | Board of Directors
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity instruments other than options, grants in period (in shares)				63,160
Grants in period, weighted average grant date fair value (in usd per share)				$ 1.90

Stock-Based Compensation - Sche

Stock-Based Compensation - Schedule of Grants (Details)	Mar. 31, 2017shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options Outstanding (in shares)	264,246
RSUs Outstanding (in shares)	890,049
Options and RSUs Exercised (in shares)	3,396,641
Available Shares (in shares)	548,842
Total (in shares)	5,099,778
2010 ECP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options Outstanding (in shares)	250,498
RSUs Outstanding (in shares)	890,049
Options and RSUs Exercised (in shares)	2,446,556
Available Shares (in shares)	548,842
Total (in shares)	4,135,945
2005 LTIP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options Outstanding (in shares)	13,748
RSUs Outstanding (in shares)	0
Options and RSUs Exercised (in shares)	950,085
Available Shares (in shares)	0
Total (in shares)	963,833

Discontinued Operations (Detail

Discontinued Operations (Details) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Discontinued Operations and Disposal Groups [Abstract]
Net income (loss) from discontinued operations	$ (1,109)	$ 2,110

Earnings per Share (Details)

Earnings per Share (Details) - $ / shares	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Net income (in usd per share)	$ (0.06)	$ 0.02
Weighted average shares outstanding
Weighted average shares outstanding for basic EPS (in shares)	27,025,763	24,381,497
Effect of dilutive securities
Weighted average shares outstanding for diluted EPS (in shares)	27,025,763	24,566,288
Options
Effect of dilutive securities
Share-based payment arrangements (in shares)	0	7,926
Options outstanding (in shares)		276,320
Options, outstanding, weighted average exercise price during period (in USD per share)		$ 2.86
RSUs
Effect of dilutive securities
Share-based payment arrangements (in shares)	0	131,032
Options outstanding (in shares)		997,806
Equity instruments other than options, outstanding, weighted average exercise price during period (in USD per share)		$ 3.20
Warrants
Effect of dilutive securities
Warrants (in shares)	0	45,833
Options outstanding (in shares)		675,000
Equity instruments other than options, outstanding, weighted average exercise price during period (in USD per share)		$ 2.20

Leases (Details)

Leases (Details)	3 Months Ended
	Mar. 31, 2017USD ($)ft²	Mar. 31, 2016USD ($)
Leases [Abstract]
Rent expense, operating leases (credits)	$ 107,299	$ 49,030
Lease Payments
2,017	238,650
2,018	183,858
2,019	184,852
2,020	140,749
2,021	0
Total	$ 748,109
NetSeer
Operating Leased Assets [Line Items]
Number of square feet | ft²	15,717
Operating leases, future minimum payments due, next twelve months	$ 95,000

NetSeer Acquisition - Schedule

NetSeer Acquisition - Schedule of Assets and Liabilities Acquired (Details) - USD ($)	3 Months Ended
	Mar. 31, 2017	Feb. 06, 2017	Dec. 31, 2016
Fair value of assets acquired:
Goodwill	$ (9,773,842)		$ (5,760,808)
NetSeer Asset Acquisition
Business Acquisition [Line Items]
Total consideration paid in common stock (with marketability discount applied)	4,459,244
Fair value of assets acquired:
Accounts receivable, net	(2,292,485)	$ (2,292,485)
Prepaid expenses and other current assets	(236,163)
Property and equipment, net	(119,101)
Goodwill	(4,013,034)	(4,013,034)
Intangible assets	(4,360,000)	$ (4,360,000)
Fair value of liabilities assumed:
Accounts payable	3,579,787
Accrued expenses and other current liabilities	1,152,789
Other long-term liabilities	49,149
Debt	2,015,577
Cash received in acquisition	$ 235,763

NetSeer Acquisition NetSeer Acq

NetSeer Acquisition NetSeer Acquisition - Narrative (Details) - USD ($)	Feb. 06, 2017	Feb. 28, 2017	Mar. 31, 2017	Dec. 31, 2016
Business Acquisition [Line Items]
Goodwill			$ 9,773,842	$ 5,760,808
Estimated percentage of receivables collectable	100.00%
Earnings of acquired entity since acquisition date			1,900,000
NetSeer
Business Acquisition [Line Items]
Shares issued in asset purchase agreement (in shares)	3,529,000	3,529,000
Goodwill	$ 4,013,034		4,013,034
Accounts receivable	2,292,485		2,292,485
Intangible assets	4,360,000		4,360,000
Revenue of acquired entity since acquisition date			$ 1,900,000
NetSeer | Selling, General and Administrative Expenses
Business Acquisition [Line Items]
Acquisition related costs	$ 350,000

Segments (Details)

Segments (Details)	3 Months Ended
	Mar. 31, 2017segment
Segment Reporting [Abstract]
Number of reportable segments	1

Related Party Transactions (Det

Related Party Transactions (Details)	3 Months Ended
	Mar. 31, 2017USD ($)director	Mar. 31, 2016USD ($)
Related Party Transactions [Abstract]
Revenue from related party | $	$ 34,986	$ 25,156
Number of directors partially owning First Orion Corp. | director	2