Audit Information
Audit Information | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Audit Information [Abstract] | ||
Auditor Name | EisnerAmper, LLP | Mayer Hoffman McCann P.C. |
Auditor Location | Iselin, NJ | Clearwater, Florida |
Auditor Firm ID | 274 | 199 |
Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 11, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-32442 | ||
Entity Registrant Name | INUVO, INC. | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Tax Identification Number | 87-0450450 | ||
Entity Address, Address Line One | 500 President Clinton Ave. | ||
Entity Address, Address Line Two | Suite 300 | ||
Entity Address, City or Town | Little Rock | ||
Entity Address, State or Province | AR | ||
Entity Address, Postal Zip Code | 72201 | ||
City Area Code | 501 | ||
Local Phone Number | 205-8508 | ||
Title of 12(b) Security | Common Stock | ||
Trading Symbol | INUV | ||
Security Exchange Name | NYSEAMER | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 104.6 | ||
Entity Common Stock, Shares Outstanding (in shares) | 119,547,810 | ||
Documents Incorporated by Reference | List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). The information required by Part III of this Annual Report, to the extent not set forth herein, is incorporated herein by reference from the registrant’s definitive proxy statement relating to the Annual Meeting of Shareholders to be held in 2022, which definitive proxy statement shall be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this Annual Report relates. | ||
Entity Central Index Key | 0000829323 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 10,475,964 | $ 7,890,665 |
Marketable securities - short term | 1,927,979 | 0 |
Accounts receivable, net of allowance for doubtful accounts of $202,904 and $209,667, respectively | 9,265,813 | 6,227,610 |
Prepaid expenses and other current assets | 1,408,186 | 413,435 |
Total current assets | 23,077,942 | 14,531,710 |
Property and equipment, net | 1,506,766 | 1,187,061 |
Other assets | ||
Right of use assets - operating lease | 641,306 | 606,573 |
Right of use assets - finance lease | 201,902 | 395,910 |
Referral and support services agreement advance | 1,100,000 | 0 |
Marketable securities - long term | 859,512 | 0 |
Intangible assets, net of accumulated amortization | 6,720,585 | 8,586,089 |
Goodwill | 9,853,342 | 9,853,342 |
Other assets | 35,720 | 20,886 |
Total other assets | 19,412,366 | 19,462,800 |
Total assets | 43,997,074 | 35,181,571 |
Current liabilities | ||
Accounts payable | 4,844,716 | 4,048,260 |
Accrued expenses and other current liabilities | 5,374,391 | 4,216,448 |
Lease liability - operating lease | 340,478 | 217,671 |
Lease liability - finance lease | 102,954 | 246,793 |
Total current liabilities | 10,662,539 | 8,729,172 |
Long-term liabilities | ||
Deferred tax liability | 107,000 | 107,000 |
Lease liability - operating lease | 300,827 | 388,902 |
Lease liability - finance lease | 105,411 | 93,426 |
Other long-term liabilities | 13,302 | 573,957 |
Total long-term liabilities | 526,540 | 1,163,285 |
Stockholders’ equity | ||
Authorized shares - 500,000 - none issued and outstanding | 0 | 0 |
Authorized shares 200,000,000 and 100,000,000, respectively; issued and outstanding shares 118,747,447 and 98,035,829 respectively; | 118,748 | 98,036 |
Additional paid-in capital | 176,586,529 | 161,541,448 |
Accumulated other comprehensive income | 53,737 | 0 |
Accumulated deficit | (143,951,019) | (136,350,370) |
Total stockholders' equity | 32,807,995 | 25,289,114 |
Total liabilities and stockholders' equity | $ 43,997,074 | $ 35,181,571 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Allowance for doubtful accounts | $ 202,904 | $ 209,667 |
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) | 200,000,000 | 100,000,000 |
Common stock shares issued (in shares) | 118,747,447 | |
Common stock shares outstanding (in shares) | 98,035,829 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Net revenue | $ 59,830,688 | $ 44,640,007 |
Cost of revenue | 15,925,837 | 8,296,483 |
Gross profit | 43,904,851 | 36,343,524 |
Operating expenses: | ||
Marketing costs | 33,096,000 | 27,410,284 |
Compensation | 11,381,279 | 9,350,831 |
Selling, general and administrative | 7,198,213 | 7,630,990 |
Total operating expenses | 51,675,492 | 44,392,105 |
Operating loss | (7,770,641) | (8,048,581) |
Interest expense, net | (86,983) | (253,505) |
Other income, net | 256,975 | 997,517 |
Net loss | (7,600,649) | (7,304,569) |
Other comprehensive income | ||
Unrealized gain on marketable securities | 53,737 | 0 |
Comprehensive loss | $ (7,546,912) | $ (7,304,569) |
Per common share data: | ||
Net loss, basic (in usd per share) | $ (0.06) | $ (0.09) |
Net loss, diluted (in usd per share) | $ (0.06) | $ (0.09) |
Weighted average shares: | ||
Basic (in shares) | 117,613,845 | 77,473,479 |
Diluted (in shares) | 117,613,845 | 77,473,479 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Total | Common Stock | Additional Paid in Capital | Accumulated Deficit | Treasury Stock | Accumulated Other Comprehensive Income |
Beginning balance (in shares) at Dec. 31, 2019 | 51,846,011 | |||||
Beginning balance at Dec. 31, 2019 | $ 14,453,550 | $ 52,223 | $ 144,843,687 | $ (129,045,801) | $ (1,396,559) | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (7,304,569) | (7,304,569) | ||||
Stock-based compensation | 858,683 | 858,683 | ||||
Cancellation of treasury stock | 0 | $ (376) | (1,396,183) | 1,396,559 | ||
Stock issued for vested restricted stock awards (in shares) | 1,020,882 | |||||
Stock issued for vested restricted stock awards | 0 | $ 1,020 | (1,020) | |||
Sale of common stock, net of issuance cost (in shares) | 42,168,936 | |||||
Sale of common stock, net of issuance cost | 16,432,190 | $ 42,169 | 16,390,021 | |||
Shares withheld for taxes on vested restricted stock | (74,550) | (74,550) | ||||
Convertible Note Conversion (in shares) | 3,000,000 | |||||
Convertible Note Conversion | 923,810 | $ 3,000 | 920,810 | |||
Unrealized gain on debt securities | 0 | |||||
Ending balance (in shares) at Dec. 31, 2020 | 98,035,829 | |||||
Ending balance at Dec. 31, 2020 | 25,289,114 | $ 98,036 | 161,541,448 | (136,350,370) | 0 | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (7,600,649) | (7,600,649) | ||||
Stock-based compensation | 2,179,254 | 2,179,254 | ||||
Stock issued for vested restricted stock awards (in shares) | 1,696,467 | |||||
Stock issued for vested restricted stock awards | 0 | $ 1,696 | (1,696) | |||
Sale of common stock, net of issuance cost (in shares) | 19,015,151 | |||||
Sale of common stock, net of issuance cost | 13,137,500 | $ 19,016 | 13,118,484 | |||
Shares withheld for taxes on vested restricted stock | (272,049) | (272,049) | ||||
Unrealized gain on debt securities | 53,737 | 53,737 | ||||
Proceeds from exercise of options | 1,569 | 1,569 | ||||
Stock warrants issued for referral agreement | 19,519 | 19,519 | ||||
Ending balance (in shares) at Dec. 31, 2021 | 118,747,447 | |||||
Ending balance at Dec. 31, 2021 | $ 32,807,995 | $ 118,748 | $ 176,586,529 | $ (143,951,019) | $ 0 | $ 53,737 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities: | ||
Net loss | $ (7,600,649) | $ (7,304,569) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 3,143,168 | 3,237,930 |
Amortization of Right of Use Assets | 322,746 | 367,981 |
Stock based compensation | 2,179,254 | 858,683 |
Loss on marketable securities | 266,762 | 0 |
Amortization of financing fees | 12,500 | 11,092 |
Provision for doubtful accounts | 7,487 | 135,000 |
Third party rights agreement termination | (420,000) | 0 |
Derecognition of contingencies | (110,000) | 0 |
PPP loan forgiveness | 0 | (1,109,000) |
Contract cancellation | 0 | (1,260,978) |
Loss on extinguishment of convertible debt | 0 | 65,700 |
Mark to market fair value of derivative | 0 | 102,664 |
Amortization of OID interest expense | 0 | 13,167 |
Amortization of debt discount | 0 | 18,286 |
Third party rights agreement | 0 | (78,762) |
Change in operating assets and liabilities: | ||
Accounts receivable | (3,045,690) | 1,167,175 |
Referral and support services agreement advance | (1,100,000) | 0 |
Prepaid expenses, unbilled revenue and other assets | (992,978) | (175,702) |
Accounts payable | 796,456 | (2,271,578) |
Accrued expenses and other liabilities | 1,264,687 | 623,576 |
Net cash used in operating activities | (5,276,257) | (5,599,335) |
Investing activities: | ||
Purchases of equipment and capitalized development costs | (1,597,369) | (1,185,335) |
Purchase of marketable securities | (3,143,000) | 0 |
Proceeds from the sale of marketable securities | 142,484 | 0 |
Net cash used in investing activities | (4,597,885) | (1,185,335) |
Financing activities: | ||
Proceeds from sale of common stock, net of expenses | 13,137,500 | 16,432,190 |
Proceeds from PPP and SBA loans | 0 | 1,258,900 |
Proceeds from ValidClick licensing agreement | 0 | 500,000 |
SBA loan repayment | (149,900) | 0 |
Payments net of proceeds on revolving line of credit | 0 | (3,381,364) |
Payments on finance/capital leases | (257,679) | (432,830) |
Net taxes paid on RSU grants exercised | (272,049) | (74,550) |
Proceeds from exercise of options | 1,569 | 0 |
Net cash provided by financing activities | 12,459,441 | 14,302,346 |
Net change – cash | 2,585,299 | 7,517,676 |
Cash, beginning of year | 7,890,665 | 372,989 |
Cash, end of year | 10,475,964 | 7,890,665 |
Supplemental information: | ||
Interest paid | 55,476 | 207,213 |
Conversion of Debt and derecognition of derivative and discounts to common stock | 0 | 923,810 |
Assets purchased under finance lease obligations | 125,825 | 547,303 |
Assets purchased under operating lease obligations | $ 344,311 | $ 249,595 |
Organization and Business
Organization and Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | Organization and Business Company Overview Inuvo is a technology company that develops and sells information technology solutions for marketing and advertising. These solutions predictively identify and message online audiences for any product or service across devices, formats, and channels including video, mobile, connected TV, linear TV, display, social, search and native. These solutions allow Inuvo’s clients to engage with their customers and prospects in a manner that drives responsiveness. Inuvo facilitates the delivery of hundreds of millions of marketing messages to consumers every single month and counts among its clients numerous world- renowned names across industries. The Inuvo solution incorporates a proprietary form of artificial intelligence, or AI, branded the IntentKey. This patented machine learning technology uses interactions with Internet content as a source of information from which to predict consumer intent. The AI can identify and advertise to the reasons why consumers are purchasing products and services not who those consumers are. In this regard, the technology is designed for a privacy conscious future and focused on the components of the advertising value chain most responsible for return on advertising spend, the intelligence behind the advertising decision. Inuvo technology can be consumed both as a managed service and software-as-a-service. For clients, Inuvo has also developed a collection of propriety websites collectively branded as Bonfire Publishing where content is created specifically to attract qualified consumer traffic for clients through the publication of information across a wide range of topics including health, finance, travel, careers, auto, education and lifestyle. These sites also provide the means to market test various Inuvo advertising technologies. There are many barriers to entry associated with the Inuvo business model, including a proficiency in large scale information processing, predictive software development, marketing data products, analytics, artificial intelligence, integration to the internet of things ("IOT"), and the relationships required to execute within the IOT. Inuvo’s intellectual property is protected by 17 issued and eight pending patents. Liquidity As of December 31, 2021, we have approximately $13.3 million in cash, cash equivalents and marketable securities. Our net working capital was $12.4 million. We have encountered recurring losses and cash outflows from operations, which historically we have funded through equity offerings and debt facilities. In addition, our investment in internally developed software consists primarily of labor costs which are of a fixed nature. Through December 31, 2021, our accumulated deficit was $144.0 million. Our principal sources of liquidity are the sale of our common stock and our credit facility with Hitachi described in Note 7 to our Consolidated Financial Statements. During March 2020 and April 2020, we raised approximately $1.5 million in gross proceeds, before expenses, through sales of our common stock and in April 2020 we received a $1.1 million PPP Loan. On June 8, 2020, we raised an additional $5.5 million in gross proceeds, before expenses, through the sale of our common stock and on July 27, 2020, we raised an additional $10.75 million in gross proceeds, before expenses, through sales of our common stock. On January 19, 2021, we raised an additional $8 million in gross proceeds, before expenses, through the sale of our common stock, and on January 22, 2021, we raised an additional $6.25 million in gross proceeds, before expenses, through sales of our common stock. In March 2021, we contracted with an investment management company to manage our cash in excess of current operating needs. We placed $2 million in cash equivalent accounts and $10 million in an interest-bearing account. At December 31, 2021, our funds with the investment management company were approximately $8 million and were invested in cash equivalent accounts and marketable debt and equity securities. A detail of the activity is described in Note 3 to our Consolidated Financial Statements. On May 28, 2021, we entered into a Sales Agreement (the “Sales Agreement”) with A.G.P./Alliance Global Partners, as sales agent (the “Sales Agent”), pursuant to which we may offer and sell through or to the Sales Agent shares of our common stock (the “ATM Program”) up to an aggregate amount of gross proceeds of $35,000,000. During the year ended December 31, 2021, we did not issue any shares of common stock or receive any aggregate proceeds under the ATM Program, and we did not pay any commissions to the Sales Agent. Any shares of common stock offered and sold in the ATM Program will be issued pursuant to our universal shelf registration statement on Form S-3 (the “Shelf Registration Statement”). The ATM Program will terminate upon (a) the election of the Sales Agent upon the occurrence of certain adverse events, (b) 10 days’ advance notice from one party to the other, or (c) the sale of the balance available under our Shelf Registration Statement. Under the terms of the Sales Agreement, the Sales Agent is entitled to a commission at a fixed rate of 3.0% of the gross proceeds from each sale of shares under the Sales Agreement. We have focused our resources behind a plan to grow our AI technology, the IntentKey, where we have a technology advantage and higher margins. If we are successful in implementing our plan, we expect to return to a positive cash flow from operations. However, there is no assurance that we will be able to achieve this objective. We believe our current cash position and credit facility will be sufficient to sustain operations for at least the next twelve months from the date of this filing. If our plan to grow the IntentKey product is unsuccessful, we may need to fund operations through private or public sales of securities, debt financings or partnering/licensing transactions over the long term. COVID-19 In April 2020, the Company experienced a significant reduction in advertiser marketing budgets across both the ValidClick and IntentKey platforms as a direct consequence of COVID-19. These reductions adversely impacted our overall revenue throughout 2020. As a result, in May 2020 and June 2020 we implemented a temporary compensation change for senior officers and employees. Certain employees with salaries in excess of $100,000 per year had forgone a percentage of the cash portion of their salary and instead received an equivalent restricted stock grant. We curtailed expenses, including compensation and travel and issued a work from home policy to protect our employees and their families from virus transmission associated with co-workers. Though we continue to monitor the pandemic and related government guidelines and regulations, we have returned to a hybrid working model where employees are working partially from the office and partially from home. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
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. Investments - We have classified debt securities as available for sale securities with unrealized gains and losses recorded as other comprehensive income. Equity securities are marked to market with changes recorded as other income on the income statement. Any interest income or dividends are recorded as interest income on the income statement. Revenue recognition - Both of our platforms generate revenue from ad placements and clicks on advertisements on websites, some of which we own. We recognize revenue from ad placements and clicks in the period in which they occur. We also recognize revenue from serving impressions when we complete all or a part of an order from an advertiser. The revenue is recognized in the period that the impression is served. The Company subsequently settles these transactions with it business partners at which time adjustments for invalid traffic may impact the amount collected. Payments to publishers who display advertisements on our behalf and payments to ad exchanges are recognized as cost of revenue. The below table shows the revenue and the proportion of revenue that is generated through advertisements on our ValidClick and IntentKey platforms: For the Years Ended December 31, 2021 2020 ValidClick Platform $ 41,648,730 69.6% $ 34,233,638 76.7% IntentKey Platform 18,181,958 30.4% 10,406,369 23.3% Total $ 59,830,688 100.0% $ 44,640,007 100.0% 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 are predominately traffic acquisition costs and include those expenses required to attract an audience 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 in the consolidated statements of operations. 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 consolidated statements of operations. Property and equipment are depreciated on a straight-line basis over three years for equipment, five two Capitalized Software Costs - We capitalize certain labor 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. We perform an impairment test annually as of December 31, 2021. As a result, we perform our annual goodwill impairment test by comparing the fair value of our reporting unit with its carrying amount. We generally determine the fair value of our reporting unit 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, the amount it exceeds fair value is equivalent to the amount of impairment loss. We determined there was no impairment of goodwill during 2021 and 2020. See Note 6, 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. Trade names are not amortized as they are believed to have an indefinite life. Trade names are reviewed annually for impairment under ASC 350. We also acquire intangible assets outside of acquisitions and record them at their fair value and amortize them over their estimated useful lives. We recorded no impairment of intangible assets during 2021 or 2020. See Note 6, 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. 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. All our deferred tax assets and liabilities are recorded as long-term assets and liabilities in the consolidated balance sheets. 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 for a significant portion of the net deferred tax assets as of December 31, 2021 and 2020. 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. 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, 2021 and 2020 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 recognize stock compensation based on the recognition provisions ASC 718 , Compensation – Stock Compensation, which establishes accounting for stock-based awards exchanged for employee and non-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 13, 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 recognized the grant funds into income as a reduction of the related expense in the period in which those expenses were recognized. We deferred grant funds related to capitalized costs and classified them as current or long-term liabilities on the balance sheet according to the classification of the associated asset. As of December 31, 2021, there were 41 employees in Arkansas, two employees under the required 43. As such, we recorded a contingent liability $10,000. As of December 31, 2020, there were 38 employees in Arkansas, twelve employees under the required 50. As such, we recorded a contingent liability $60,000. 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. On July 14, 2020, our Board of Directors authorized the cancellation of 376,527 shares of treasury stock. Earnings per share - During the periods presented, we had securities that could potentially dilute basic earnings per share in the future, but were excluded from the computation of diluted net loss per share, as their effect would have been anti-dilutive. We reported a net loss for 2021 and 2020 and therefore, shares associated with stock options, restricted stock and convertible debt are not included because they are anti-dilutive. Basic and diluted net loss per share is the same for all periods presented. Operating 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. Our chief operating decision maker, our 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 our chief executive officer, we operate as one reportable segment. Concentration of credit risk - We are exposed to concentrations of risk primarily in cash and accounts receivable, which are generally not collateralized. Our policy is to place our cash with high credit, quality financial institutions in order to limit the amount of credit exposure. Our cash deposits exceed FDIC limits. 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. Customer concentrations - At December 31, 2021, we had three individual customers with revenue concentration greater than 10% of the our total revenue. These customers combined accounted for 62.9% of our total revenue as of December 31, 2021. In 2020, we had two individual customers with revenue concentration greater than 10% of our total revenue. These customers combined accounted for 60.5% of our revenue for the year ended and December 31, 2020. 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 goodwill and purchased intangible asset valuations and income tax valuation allowance. 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. Recent Accounting Pronouncements Not Yet Adopted In June 2016, (FASB) issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13), which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with a forward- looking expected credit loss model which will result in earlier recognition of credit losses. On November 15, 2019, the FASB delayed the effective date certain small public companies and other private companies. As amended, the effective date of ASC Topic 326 was delayed until fiscal years beginning after December 15, 2022 for SEC filers that are eligible to be smaller reporting companies under the SEC’s definition, as well as private companies and not-for-profit entities. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The carrying amounts reported in the balance sheet for cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value based on the short-term nature of these items. In accordance with accounting principles generally accepted in the United States, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level hierarchy prioritizes the inputs used to measure fair value as follows: Level 1 – Valuation is based on quoted prices in active markets for identical assets or liabilities. Level 1 assets and liabilities generally include debt and equity securities that are traded in an active exchange market. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities. Level 2 – Valuation is based on observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. The following table summarizes our cash equivalents and marketable securities measured at fair value. Certain marketable securities consist of investments in debt and equity securities. Debt securities are classified as available for sale securities. We classify our cash equivalents and marketable securities within Level 1 because we use quoted market prices models utilizing market observable inputs to determine their fair value. The cost, gross unrealized gains (losses) and fair value of marketable securities by major security type as of December 31, 2021 were as follows: Cost Unrealized Gain (Loss) Fair Value Cash and cash equivalents: Cash $ 5,253,205 $ — $ 5,253,205 Cash equivalents 5,222,759 — 5,222,759 Total cash and cash equivalents $ 10,475,964 $ — $ 10,475,964 Marketable securities Debt securities $ 905,470 $ 53,737 $ 959,207 Equity securities 2,100,305 (272,021) 1,828,284 Total marketable securities 2,787,491 Total cash and cash equivalents and marketable securities $ 13,263,455 The gross unrealized losses and realized gains on our marketable securities were approximately $272 thousand and $5 thousand, respectively, for the twelve months ended December 31, 2021. |
Allowance for Doubtful Accounts
Allowance for Doubtful Accounts | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 and 2020: 2021 2020 Balance at the beginning of the year $ 209,667 $ 225,000 Provision for bad debts 7,487 135,000 Charge-offs (16,154) (150,333) Recoveries 1,904 — Balance at the end of the year $ 202,904 $ 209,667 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment The net carrying value of property and equipment at December 31, 2021 and 2020 was as follows: 2021 2020 Furniture and fixtures $ 293,152 $ 293,152 Equipment 1,164,671 1,052,199 Capitalized labor 12,914,820 11,475,683 Leasehold improvements 458,885 421,016 Subtotal 14,831,528 13,242,050 Less: accumulated depreciation and amortization (13,324,762) (12,054,989) Total $ 1,506,766 $ 1,187,061 Depreciation expense was $1,277,664 and $1,372,426, respectively, for the years ended December 31, 2021 and 2020. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Intangible Assets and Goodwill The following is a schedule of intangible assets and goodwill as of December 31, 2021: Term Carrying Accumulated Amortization and Impairment Net Carrying Value 2021 Customer list, Google 20 years $ 8,820,000 $ (4,336,500) $ 4,483,500 $ 441,000 Technology 5 years 3,600,000 (3,540,000) 60,000 720,000 Customer list, ReTargeter 5 years 1,931,250 (933,438) 997,812 386,250 Customer list, all other 10 years 1,610,000 (1,583,206) 26,794 161,004 Brand name, ReTargeter 5 years 643,750 (311,146) 332,604 128,750 Customer relationships 20 years 570,000 (140,125) 429,875 28,500 Trade names, web properties - 390,000 — 390,000 — Intangible assets classified as long-term $ 17,565,000 $ (10,844,415) $ 6,720,585 $ 1,865,504 Goodwill, total $ 9,853,342 $ — $ 9,853,342 $ — The following is a schedule of intangible assets and goodwill as of December 31, 2020: Term Carrying Accumulated Amortization Net Carrying Value 2020 Customer list, Google 20 years $ 8,820,000 $ (3,895,500) $ 4,924,500 $ 441,000 Technology 5 years 3,600,000 (2,820,000) 780,000 720,000 Customer list, ReTargeter 5 years 1,931,250 (547,188) 1,384,062 386,250 Customer list, all other 10 years 1,610,000 (1,422,202) 187,798 161,004 Brand name, ReTargeter 5 years 643,750 (182,396) 461,354 128,750 Customer relationships 20 years 570,000 (111,625) 458,375 28,500 Tradenames, web properties (1) - 390,000 — 390,000 — Intangible assets classified as long-term $ 17,565,000 $ (8,978,911) $ 8,586,089 $ 1,865,504 Goodwill, total $ 9,853,342 $ — $ 9,853,342 $ — ___________ (1) The trade names related to our web properties have an indefinite life, and as such are not amortized. Our amortization expense over the next five years and thereafter is as follows: 2022 $ 1,071,294 2023 984,500 2024 769,917 2025 469,500 2026 469,500 Thereafter 2,565,875 Total $ 6,330,586 |
Bank Debt
Bank Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Bank Debt | Bank Debt On March 12, 2020, we closed on the Loan and Security Agreement dated February 28, 2020 with Hitachi. Under the terms of the Loan and Security Agreement, Hitachi has provided us with a $5,000,000 line of credit commitment. We are permitted to borrow (i) 90% of the aggregate Eligible Accounts Receivable, plus (i) the lesser of 75% of the aggregate Unbilled Accounts Receivable or 50% of the amount available to borrow under (i), up to the maximum credit commitment. The interest rate of 2% in excess of the Wall Street Journal Prime Rate, with a minimum rate of 6.75% per annum, on outstanding amounts. The principal and all accrued but unpaid interest are due on demand. We agreed to pay Hitachi a commitment fee of $50,000, with one half due upon the execution of the agreement and the balance due six months thereafter. Thereafter, we are obligated to pay Hitachi a commitment fee of $15,000 annually. We are also obligated to pay Hitachi a quarterly service fee of 0.30% on the monthly unused amount of the maximum credit line. In addition to a $2,000 document fee we have paid to Hitachi, if we exit our relationship with Hitachi before March 1, 2022, we are obligated to pay Hitachi an exit fee of $50,000. On March 12, 2020, we drew $5,000,000 under this agreement, using $2,959,573 of these proceeds to satisfy existing debt obligations and the balance was used for working capital. At December 31, 2021 and 2020, there were no outstanding balances due under the Loan and Security Agreement. |
Convertible Promissory Note
Convertible Promissory Note | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Promissory Note | Convertible Promissory Note On March 1, 2019, Inuvo entered into a Securities Purchase Agreement with three accredited investors for the purchase and sale of an aggregate of $1,440,000 of principal of Original Issue Discount Unsecured Subordinated Convertible Notes due September 1, 2020 (the "Calvary Notes") to fund working capital and additional expenses resulting from the delay in closing of certain planned, and since terminated, mergers with ConversionPoint Technologies Inc. and ConversionPoint Holdings Inc. The initial conversion price of the Calvary Notes was $1.08 per share which would have made the Calvary Notes then convertible into 1,333,333 unregistered shares of Inuvo’s common stock upon conversion. The Calvary Notes were issued in a private placement and the shares of common stock issuable upon conversion are restricted, subject to resale under Rule 144. The proceeds to Inuvo from the offering were $1,200,000. Inuvo did not pay any commissions or finders fees in connection with the sale of the Calvary Notes and Inuvo utilized the proceeds for working capital. On November 11, 2019, we entered into Note Modification and Release Agreements with the holders of $1,080,000 principal amount of the Calvary Notes. Under the terms of the Note Modification and Release Agreement, the parties agreed that in consideration of such noteholder’s agreement to convert a minimum of 50% of the outstanding amount of the note (the "First Conversion Amount") that the conversion price for the First Conversion Amount would be $0.265 per share and that the conversion price for any remaining amount due under the note would be $0.30 per share, subject to future adjustments under the terms of the note including dilutive issuances at a price below $0.30 per share, subject to a floor of $0.23 per share. The agreement contains mutual general releases. These holders converted an aggregate of $765,000 due under the Calvary Notes into 2,886,792 shares of our common stock. In January 2020, a noteholder of a $360,000 principal amount Calvary note converted the note into 1,200,000 shares of our common stock. On April 21, 2020, a noteholder converted $200,000 principal amount due under the Calvary Notes into 1,142,857 shares of our common stock. On May 5, 2020, a noteholder converted the final $115,000 principal amount due under the Calvary Notes into 657,143 shares of our common stock, thereby satisfying the Calvary Notes in full and completing the extinguishment of the Calvary Notes. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following at December 31, 2021 and 2020: 2021 2020 Accrued marketing costs $ 4,267,980 $ 3,234,192 Accrued expenses and other 956,998 440,578 Accrued commissions and payroll 121,533 423,373 Arkansas grant contingency 10,000 60,000 Accrued taxes, current portion 17,880 8,305 Accrued sales allowance — 50,000 Total $ 5,374,391 $ 4,216,448 |
Other Long-Term Liabilities
Other Long-Term Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Other Long-Term Liabilities | Other Long-Term Liabilities Other long-term liabilities consist of the following at December 31, 2021 and 2020: 2021 2020 Deferred rent 13,302 4,057 Deferred revenue — 420,000 SBA loan — 149,900 Total $ 13,302 $ 573,957 In April 2020, we obtained the $1.1 million PPP Loan which we used primarily for payroll costs. The PPP Loan was fully forgiven by the SBA on November 2, 2020. On May 15, 2020, we received a COVID-19 Economic Injury Disaster Loan ("EIDL") from the SBA for $149,900. We repaid the EIDL in full on January 28, 2021. |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | CommitmentsOn September 17, 2021, we signed a multi-year agreement with a business development partner to provide referral and support services to us. The agreement required an advance fee of $1.5 million and was recorded as an asset to be amortized as marketing expenses over five years. As of December 31, 2021, $100,000 has been amortized. As part of the agreement, we granted a warrant exercisable into 300,000 shares of our common stock, which vest over two years upon achieving certain performance metrics (see Note 14 - Stockholders' Equity). Additionally, we agreed to pay quarterly support fees upon reaching certain levels of operational activity. In March 2020, we entered into an agreement to allow a third party to license and use ValidClick technology. The agreement required a nonrefundable fee of $500,000 in March with subsequent fees as earned in later quarters. The $500,000 fee was recorded as deferred revenue in March 2020. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision for income taxes consists of the following at December 31, 2021 and 2020: 2021 2020 Current tax provision $ — $ — Deferred tax benefit — — Total tax benefit $ — $ — A reconciliation of the expected Federal statutory rate to our actual rate as reported for each of the periods presented is as follows: 2021 2020 Federal statutory rate 21 % 21 % State income tax rate, net of federal benefit 2 % — % Permanent differences 2 % 3 % Change in valuation allowance (25 %) (25 %) — % — % 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. When required, we record a liability for unrecognized tax positions, defined as the aggregate tax effect of differences between positions taken on tax returns and the benefits recognized in the financial statements. Tax positions are measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. No tax benefits are recognized for positions that do not meet this threshold. We have no uncertain tax positions that require the us to record a liability. Our federal income tax returns are subject to examination by the IRS, generally for three years after they are filed. 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 a significant portion of the net deferred tax assets that may not be realized as of December 31, 2021 and 2020. The following is a schedule of the deferred tax assets and liabilities as of December 31, 2021 and 2020: 2021 2020 Deferred tax assets: Net operating loss carry forward $ 33,727,960 $ 36,484,500 Intangible assets 585,500 447,700 Accrued expense 239,800 211,600 Deferred rent 3,800 18,000 Allowance for doubtful accounts 56,900 58,800 Stock compensation expense 610,900 — Other 351,500 472,500 Subtotal 35,576,360 37,693,100 Less valuation allowance (33,988,760) (35,848,400) Total 1,587,600 1,844,700 Deferred tax liabilities: Intangible assets and property and equipment 1,373,300 1,449,900 Other 321,300 501,800 Total 1,694,600 1,951,700 Total deferred tax liabilities $ (107,000) $ (107,000) The net operating losses amounted to approximately $99,454,160 and expire beginning 2022 through 2037. Included in the federal net operating loss carryforwards are $23.1 million generated from 2018 to 2021 that will not expire and are limited to offset 80% of our taxable income for years beginning after December 31, 2020. As of December 31, 2021, the Company has a net deferred tax liability of $107,000, due to having goodwill that is amortized for tax purposes but not for financial reporting. The deferred tax liability relating to goodwill can only be offset up to 80% by NOLs generated in tax years ending December 31, 2018 and beyond, as well as NOLs available after consideration of IRC Section 382 limitation. The remaining portion that cannot be used remains as a liability. In future years, if the deferred tax assets are determined by management to be “more likely than not” to be realized, the recognized tax benefits relating to the reversal of the valuation allowance as of December 31, 2021 will be recorded. Under the provisions of the Internal Revenue Code, the net operating loss carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. Net operating loss carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50%, as defined under Sections 382 and 383 of the Internal Revenue Code, respectively, as well as similar state provisions. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. The Company has not conducted a study to assess whether a change of control has occurred or whether there have been multiple changes of control since inception due to the significant complexity and cost associated with such a study. If the Company has experienced a change of control, as defined by Section 382, at any time since inception, utilization of the net operating loss carryforwards would be subject to an annual limitation under Section 382, which is determined by first multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term tax-exempt rate, and then could be subject to additional adjustments, as required. Any limitation may result in expiration of a portion of the net operating loss carryforwards before utilization. Further, until a study is completed by the Company and any limitation is known, no amounts are being presented as an uncertain tax position. The Company remains open to examination by the Internal Revenue Service for the years ending December 31, 2018 through 2021. Carryforward attributes generated in all years since inception remain subject to adjustment. Our state income tax returns are open to audit under the statute of limitations for the same periods. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [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. During the 2021 and 2020 periods, we granted restricted stock units ("RSUs") from the 2017 Equity Compensation Plan, as amended (“2017 ECP”). RSU vesting periods are generally up to three years and/or achieving certain financial targets. On January 4, 2021, in accordance with the plan provisions, the number of shares available for issuance under the 2017 ECP plan was increased by 150,000 shares. Compensation Expense We recorded stock-based compensation expense for all equity incentive plans of $2,179,254 and $858,683 for the years ended December 31, 2021 and 2020, respectively. Total compensation cost not yet recognized at December 31, 2021 was $3,595,258 to be recognized over a weighted-average recognition period of one year. The following table summarizes the stock grants outstanding under our 2010 Employee Compensation Plan ("2010 ECP") and 2017 ECP plans as of December 31, 2021: Options Outstanding RSUs Outstanding Options and RSUs Exercised Available Shares Total 2017 ECP — 3,960,001 2,734,138 2,705,861 9,400,000 2010 ECP (*) 1,500 — 5,011,511 — 5,013,011 Total 1,500 3,960,001 7,745,649 2,705,861 14,413,011 (*) 2010 ECP Expired April 2020 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, 2021, the 2010 ECP plan had 1,500 outstanding options and all were exercisable with an aggregate intrinsic value of $0, a weighted average exercise price of $0.56 and a weighted average remaining contractual term of less than a year. The following table summarizes our stock option activity under the 2010 ECP plan during 2021: Options Weighted Average Exercise Price Outstanding, beginning of year 9,500 $ 0.56 Stock options exercised 4,750 $ 0.56 Stock options canceled 3,250 $ 0.56 Outstanding, end of year 1,500 $ 0.56 Exercisable, end of year 1,500 $ 0.56 No options were granted during 2021 or 2020. 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 unit activity for 2021: Restricted Stock Unit Weighted Average Fair Value Outstanding, beginning of year 1,930,526 $ 0.28 Granted 4,610,000 $ 1.36 Vested (2,171,331) $ 0.47 Forfeited (409,194) $ 1.23 Outstanding, end of year 3,960,001 $ 1.33 |
Stockholders Equity
Stockholders Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders Equity | Stockholders Equity Common Stock On March 20, 2020, we sold an aggregate of 3,931,428 shares of our common stock to the five members of our Board of Directors in a private placement exempt from registration under Section 4(a)(2) and Rule 506(b) of Regulation D under the Securities Act of 1933, as amended. We received proceeds of $688,000 in this offering. On March 27, 2020, we closed on the first tranche of a registered direct offering in which we sold 3,115,001 shares of our common stock for gross proceeds of $545,125. On April 2, 2020, we closed on a second tranche of the registered direct offering in which we sold 1,400,285 shares of our common stock for gross proceeds of $245,050. On June 8, 2020, we raised $5.5 million in gross proceeds, before expenses, through the sale of our common stock and on July 27, 2020, we raised $10.75 million in gross proceeds, before expenses, through sales of our common stock. On January 19, 2021, we raised $8 million in gross proceeds, before expenses, through the sale of our common stock, and on January 22, 2021, we raised $6.25 million in gross proceeds, before expenses, through sales of our common stock. In 2020, our convertible promissory notes were converted into $3 million of common stock. See Note 8 - Convertible Promissory Note for details. Warrants On September 17, 2021, we signed an agreement with a marketing platform and consulting company to provide referral and support services to us for a period of five years (see Note 11 - Commitments). As part of that agreement, we granted a warrant exercisable into 300,000 shares of our common stock, which vests in two tranches when certain performance metrics are achieved. The warrant was valued using the Black Scholes option pricing model at a total of $149,551 based on a seven-year term, an implied volatility of 100%, a risk-free equivalent yield of 1.17%, and a stock price of $0.71. The warrant is classified as equity and will be expensed on a ratable basis over the vesting period of each tranche. For the twelve months ended December 31, 2021, we recognized approximately $20 thousand in expense and $130 thousand is unrealized. Earnings per Share During the 2021 and 2020, we generated a net loss from continuing operations and as a result, all of our shares are anti-dilutive. Treasury Stock On July 14, 2020, our Board of Directors authorized the cancellation of the 376,527 shares of treasury stock. |
Retirement Plan Costs
Retirement Plan Costs | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Retirement Plan Costs | Retirement Plan Costs We provide a 401(k) plan to help our employees prepare for retirement where we matched each employee's contributions to the plan up to the first four of the employee's annual salary. The matching contribution for the years ended 2021 and 2020 was $260,540 and $186,483, respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases We have entered into operating and finance leases primarily for real estate and equipment rental. These leases have terms which range from two years to four years, and often include one or more options to renew or in the case of equipment rental, to purchase the equipment. These operating and finance leases are listed as separate line items on our consolidated balance sheets and represent our right to use the underlying asset for the lease term. Our obligations to make lease payments are also listed as separate line items on our consolidated balance sheets. As of December 31, 2021 and December 31, 2020, total operating and financed right-of-use assets were $641,306 and $201,902, and $606,573 and $395,910, respectively. For the years-ended December 31, 2021 and 2020, we recorded $322,747 and $367,981 in amortization expense related to finance leases. Because the rate implicit in each lease is not readily determinable, we use our incremental borrowing rate to determine the present value of the lease payments. Information related to our operating lease liabilities for are as follows: December 31, 2021 Cash paid for operating lease liabilities $ 532,585 Weighted-average remaining lease term 2.45 years Weighted-average discount rate 6.25 % Minimum future lease payments ended December 31, 2021 2022 $ 114,865 2023 84,127 2024 31,021 230,013 Less imputed interest (21,648) Total lease liabilities $ 208,365 Information related to our financed lease liabilities are as follows: December 31, 2021 Cash paid for finance lease liabilities $ 248,035 Weighted-average remaining lease term 2.3 years Weighted-average discount rate 6.25 % Minimum future lease payments ended December 31, 2021 2022 $ 380,482 2023 297,921 2024 13,128 2025 2,143 2026 1,072 694,746 Less imputed interest (53,441) Total lease liabilities $ 641,305 |
Leases | Leases We have entered into operating and finance leases primarily for real estate and equipment rental. These leases have terms which range from two years to four years, and often include one or more options to renew or in the case of equipment rental, to purchase the equipment. These operating and finance leases are listed as separate line items on our consolidated balance sheets and represent our right to use the underlying asset for the lease term. Our obligations to make lease payments are also listed as separate line items on our consolidated balance sheets. As of December 31, 2021 and December 31, 2020, total operating and financed right-of-use assets were $641,306 and $201,902, and $606,573 and $395,910, respectively. For the years-ended December 31, 2021 and 2020, we recorded $322,747 and $367,981 in amortization expense related to finance leases. Because the rate implicit in each lease is not readily determinable, we use our incremental borrowing rate to determine the present value of the lease payments. Information related to our operating lease liabilities for are as follows: December 31, 2021 Cash paid for operating lease liabilities $ 532,585 Weighted-average remaining lease term 2.45 years Weighted-average discount rate 6.25 % Minimum future lease payments ended December 31, 2021 2022 $ 114,865 2023 84,127 2024 31,021 230,013 Less imputed interest (21,648) Total lease liabilities $ 208,365 Information related to our financed lease liabilities are as follows: December 31, 2021 Cash paid for finance lease liabilities $ 248,035 Weighted-average remaining lease term 2.3 years Weighted-average discount rate 6.25 % Minimum future lease payments ended December 31, 2021 2022 $ 380,482 2023 297,921 2024 13,128 2025 2,143 2026 1,072 694,746 Less imputed interest (53,441) Total lease liabilities $ 641,305 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party TransactionsOn March 20, 2020, we sold an aggregate of 3,931,428 shares of our common stock at a purchase price of $0.175 per share to the five members of our Board of Directors in a private placement exempt from registration under Section 4(a)(2) and Rule 506(b) of Regulation D under the Securities Act of 1933, as amended. We received proceeds of $688,000 in this offering. The purchase price of the shares of our common stock sold in the offering exceeded the closing market price of our common stock on March 19, 2020, the trading day immediately preceding the day the binding Insider Subscription Agreements were executed by the purchasers. The purchasers were all accredited investors. We did not pay any commissions or finder’s fees, and we used the proceeds for general working capital. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
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. |
Investments | Investments - We have classified debt securities as available for sale securities with unrealized gains and losses recorded as other comprehensive income. Equity securities are marked to market with changes recorded as other income on the income statement. Any interest income or dividends are recorded as interest income on the income statement. |
Revenue recognition | Revenue recognition - Both of our platforms generate revenue from ad placements and clicks on advertisements on websites, some of which we own. We recognize revenue from ad placements and clicks in the period in which they occur. We also recognize revenue from serving impressions when we complete all or a part of an order from an advertiser. The revenue is recognized in the period that the impression is served. The Company subsequently settles these transactions with it business partners at which time adjustments for invalid traffic may impact the amount collected. Payments to publishers who display advertisements on our behalf and payments to ad exchanges are recognized as cost of revenue. |
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 are predominately traffic acquisition costs and include those expenses required to attract an audience 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 in the consolidated statements of operations. |
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 consolidated statements of operations. five two |
Capitalized Software Costs | Capitalized Software Costs - We capitalize certain labor 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. We perform an impairment test annually as of December 31, 2021. As a result, we perform our annual goodwill impairment test by comparing the fair value of our reporting unit with its carrying amount. We generally determine the fair value of our reporting unit 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, the amount it exceeds fair value is equivalent to the amount of impairment loss. |
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. Trade names are not amortized as they are believed to have an indefinite life. Trade names are reviewed annually for impairment under ASC 350. We also acquire intangible assets outside of acquisitions and record them at their fair value and amortize them over their estimated useful lives. |
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. 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. All our deferred tax assets and liabilities are recorded as long-term assets and liabilities in the consolidated balance sheets. 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 for a significant portion of the net deferred tax assets as of December 31, 2021 and 2020. 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 |
Stock-based compensation | Stock-based compensation - We recognize stock compensation based on the recognition provisions ASC 718 , Compensation – Stock Compensation, which establishes accounting for stock-based awards exchanged for employee and non-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 recognized the grant funds into income as a reduction of the related expense in the period in which those expenses were recognized. We deferred grant funds related to capitalized costs and classified them as current or long-term liabilities on the balance sheet according to the classification of the associated asset. |
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, but were excluded from the computation of diluted net loss per share, as their effect would have been anti-dilutive. We reported a net loss for 2021 and 2020 and therefore, shares associated with stock options, restricted stock and convertible debt are not included because they are anti-dilutive. Basic and diluted net loss per share is the same for all periods presented. |
Operating segments | Operating segments - In accordance with ASC 280 - Segment reporting |
Concentration of credit risk | Concentration of credit risk - We are exposed to concentrations of risk primarily in cash and accounts receivable, which are generally not collateralized. Our policy is to place our cash with high credit, quality financial institutions in order to limit the amount of credit exposure. Our cash deposits exceed FDIC limits. 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. |
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 goodwill and purchased intangible asset valuations and income tax valuation allowance. 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 |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted In June 2016, (FASB) issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13), which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with a forward- looking expected credit loss model which will result in earlier recognition of credit losses. On November 15, 2019, the FASB delayed the effective date certain small public companies and other private companies. As amended, the effective date of ASC Topic 326 was delayed until fiscal years beginning after December 15, 2022 for SEC filers that are eligible to be smaller reporting companies under the SEC’s definition, as well as private companies and not-for-profit entities. |
Fair Value Measurements | The carrying amounts reported in the balance sheet for cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value based on the short-term nature of these items. In accordance with accounting principles generally accepted in the United States, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level hierarchy prioritizes the inputs used to measure fair value as follows: Level 1 – Valuation is based on quoted prices in active markets for identical assets or liabilities. Level 1 assets and liabilities generally include debt and equity securities that are traded in an active exchange market. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities. Level 2 – Valuation is based on observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Disaggregation of Revenue | The below table shows the revenue and the proportion of revenue that is generated through advertisements on our ValidClick and IntentKey platforms: For the Years Ended December 31, 2021 2020 ValidClick Platform $ 41,648,730 69.6% $ 34,233,638 76.7% IntentKey Platform 18,181,958 30.4% 10,406,369 23.3% Total $ 59,830,688 100.0% $ 44,640,007 100.0% |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value, by Balance Sheet Grouping | The following table summarizes our cash equivalents and marketable securities measured at fair value. Certain marketable securities consist of investments in debt and equity securities. Debt securities are classified as available for sale securities. We classify our cash equivalents and marketable securities within Level 1 because we use quoted market prices models utilizing market observable inputs to determine their fair value. The cost, gross unrealized gains (losses) and fair value of marketable securities by major security type as of December 31, 2021 were as follows: Cost Unrealized Gain (Loss) Fair Value Cash and cash equivalents: Cash $ 5,253,205 $ — $ 5,253,205 Cash equivalents 5,222,759 — 5,222,759 Total cash and cash equivalents $ 10,475,964 $ — $ 10,475,964 Marketable securities Debt securities $ 905,470 $ 53,737 $ 959,207 Equity securities 2,100,305 (272,021) 1,828,284 Total marketable securities 2,787,491 Total cash and cash equivalents and marketable securities $ 13,263,455 |
Allowance for Doubtful Accoun_2
Allowance for Doubtful Accounts (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 and 2020: 2021 2020 Balance at the beginning of the year $ 209,667 $ 225,000 Provision for bad debts 7,487 135,000 Charge-offs (16,154) (150,333) Recoveries 1,904 — Balance at the end of the year $ 202,904 $ 209,667 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Net Carrying value of Property and Equipment | The net carrying value of property and equipment at December 31, 2021 and 2020 was as follows: 2021 2020 Furniture and fixtures $ 293,152 $ 293,152 Equipment 1,164,671 1,052,199 Capitalized labor 12,914,820 11,475,683 Leasehold improvements 458,885 421,016 Subtotal 14,831,528 13,242,050 Less: accumulated depreciation and amortization (13,324,762) (12,054,989) Total $ 1,506,766 $ 1,187,061 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets from Continuing Operations | The following is a schedule of intangible assets and goodwill as of December 31, 2021: Term Carrying Accumulated Amortization and Impairment Net Carrying Value 2021 Customer list, Google 20 years $ 8,820,000 $ (4,336,500) $ 4,483,500 $ 441,000 Technology 5 years 3,600,000 (3,540,000) 60,000 720,000 Customer list, ReTargeter 5 years 1,931,250 (933,438) 997,812 386,250 Customer list, all other 10 years 1,610,000 (1,583,206) 26,794 161,004 Brand name, ReTargeter 5 years 643,750 (311,146) 332,604 128,750 Customer relationships 20 years 570,000 (140,125) 429,875 28,500 Trade names, web properties - 390,000 — 390,000 — Intangible assets classified as long-term $ 17,565,000 $ (10,844,415) $ 6,720,585 $ 1,865,504 Goodwill, total $ 9,853,342 $ — $ 9,853,342 $ — The following is a schedule of intangible assets and goodwill as of December 31, 2020: Term Carrying Accumulated Amortization Net Carrying Value 2020 Customer list, Google 20 years $ 8,820,000 $ (3,895,500) $ 4,924,500 $ 441,000 Technology 5 years 3,600,000 (2,820,000) 780,000 720,000 Customer list, ReTargeter 5 years 1,931,250 (547,188) 1,384,062 386,250 Customer list, all other 10 years 1,610,000 (1,422,202) 187,798 161,004 Brand name, ReTargeter 5 years 643,750 (182,396) 461,354 128,750 Customer relationships 20 years 570,000 (111,625) 458,375 28,500 Tradenames, web properties (1) - 390,000 — 390,000 — Intangible assets classified as long-term $ 17,565,000 $ (8,978,911) $ 8,586,089 $ 1,865,504 Goodwill, total $ 9,853,342 $ — $ 9,853,342 $ — ___________ |
Schedule of Amortization Expense | Our amortization expense over the next five years and thereafter is as follows: 2022 $ 1,071,294 2023 984,500 2024 769,917 2025 469,500 2026 469,500 Thereafter 2,565,875 Total $ 6,330,586 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following at December 31, 2021 and 2020: 2021 2020 Accrued marketing costs $ 4,267,980 $ 3,234,192 Accrued expenses and other 956,998 440,578 Accrued commissions and payroll 121,533 423,373 Arkansas grant contingency 10,000 60,000 Accrued taxes, current portion 17,880 8,305 Accrued sales allowance — 50,000 Total $ 5,374,391 $ 4,216,448 |
Other Long-Term Liabilities (Ta
Other Long-Term Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Long-Term Liabilities | Other long-term liabilities consist of the following at December 31, 2021 and 2020: 2021 2020 Deferred rent 13,302 4,057 Deferred revenue — 420,000 SBA loan — 149,900 Total $ 13,302 $ 573,957 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The provision for income taxes consists of the following at December 31, 2021 and 2020: 2021 2020 Current tax provision $ — $ — Deferred tax benefit — — Total tax benefit $ — $ — |
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: 2021 2020 Federal statutory rate 21 % 21 % State income tax rate, net of federal benefit 2 % — % Permanent differences 2 % 3 % Change in valuation allowance (25 %) (25 %) — % — % |
Schedule of Deferred Tax Assets and Liabilities | The following is a schedule of the deferred tax assets and liabilities as of December 31, 2021 and 2020: 2021 2020 Deferred tax assets: Net operating loss carry forward $ 33,727,960 $ 36,484,500 Intangible assets 585,500 447,700 Accrued expense 239,800 211,600 Deferred rent 3,800 18,000 Allowance for doubtful accounts 56,900 58,800 Stock compensation expense 610,900 — Other 351,500 472,500 Subtotal 35,576,360 37,693,100 Less valuation allowance (33,988,760) (35,848,400) Total 1,587,600 1,844,700 Deferred tax liabilities: Intangible assets and property and equipment 1,373,300 1,449,900 Other 321,300 501,800 Total 1,694,600 1,951,700 Total deferred tax liabilities $ (107,000) $ (107,000) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Based Compensation Grants | The following table summarizes the stock grants outstanding under our 2010 Employee Compensation Plan ("2010 ECP") and 2017 ECP plans as of December 31, 2021: Options Outstanding RSUs Outstanding Options and RSUs Exercised Available Shares Total 2017 ECP — 3,960,001 2,734,138 2,705,861 9,400,000 2010 ECP (*) 1,500 — 5,011,511 — 5,013,011 Total 1,500 3,960,001 7,745,649 2,705,861 14,413,011 (*) 2010 ECP Expired April 2020 |
Schedule of Stock Options | The following table summarizes our stock option activity under the 2010 ECP plan during 2021: Options Weighted Average Exercise Price Outstanding, beginning of year 9,500 $ 0.56 Stock options exercised 4,750 $ 0.56 Stock options canceled 3,250 $ 0.56 Outstanding, end of year 1,500 $ 0.56 Exercisable, end of year 1,500 $ 0.56 |
Schedule of RSA Activity | The following table summarizes our restricted stock unit activity for 2021: Restricted Stock Unit Weighted Average Fair Value Outstanding, beginning of year 1,930,526 $ 0.28 Granted 4,610,000 $ 1.36 Vested (2,171,331) $ 0.47 Forfeited (409,194) $ 1.23 Outstanding, end of year 3,960,001 $ 1.33 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Information Relating to Leases | Information related to our operating lease liabilities for are as follows: December 31, 2021 Cash paid for operating lease liabilities $ 532,585 Weighted-average remaining lease term 2.45 years Weighted-average discount rate 6.25 % Information related to our financed lease liabilities are as follows: December 31, 2021 Cash paid for finance lease liabilities $ 248,035 Weighted-average remaining lease term 2.3 years Weighted-average discount rate 6.25 % |
Schedule of Operating Lease Maturity | Minimum future lease payments ended December 31, 2021 2022 $ 114,865 2023 84,127 2024 31,021 230,013 Less imputed interest (21,648) Total lease liabilities $ 208,365 |
Schedule of Finance Lease Liability | Minimum future lease payments ended December 31, 2021 2022 $ 380,482 2023 297,921 2024 13,128 2025 2,143 2026 1,072 694,746 Less imputed interest (53,441) Total lease liabilities $ 641,305 |
Organization and Business (Deta
Organization and Business (Details) | Jan. 22, 2021USD ($) | Jan. 19, 2021USD ($) | Jul. 27, 2020USD ($) | Jun. 08, 2020USD ($) | Apr. 02, 2020USD ($) | Mar. 27, 2020USD ($) | Mar. 20, 2020USD ($) | Mar. 31, 2021USD ($) | Apr. 30, 2020USD ($) | Dec. 31, 2021USD ($)patent | May 28, 2021USD ($) | Dec. 31, 2020USD ($) | May 31, 2020USD ($) | Apr. 10, 2020USD ($) |
Debt Instrument [Line Items] | ||||||||||||||
Number of issued patents | patent | 17 | |||||||||||||
Cash, cash equivalents, and short-term investments | $ 13,300,000 | |||||||||||||
Working capital, net | 12,400,000 | |||||||||||||
Accumulated deficit | 143,951,019 | $ 136,350,370 | ||||||||||||
Consideration received on transaction | $ 6,250,000 | $ 8,000,000 | $ 10,750,000 | $ 5,500,000 | $ 245,050 | $ 545,125 | $ 688,000 | $ 1,500,000 | ||||||
PPP loan | $ 1,100,000 | |||||||||||||
Payments to acquire investments | $ 2,000,000 | |||||||||||||
Cash deposited, interest-bearing | $ 10,000,000 | |||||||||||||
COVID-19 | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Employee salaries in excess causing a percentage of salary forgone | $ 100,000 | |||||||||||||
Money Market Funds And Marketable Debt And Equity Securities | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Deposits | $ 8,000,000 | |||||||||||||
Sales Agreement | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Sale of stock, consideration received on transaction, authorized amount | $ 35,000,000 | |||||||||||||
Commission Fee, Percent | 3.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Net revenue | $ 59,830,688 | $ 44,640,007 |
Percentage of total revenue | 100.00% | 100.00% |
ValidClick Platform | ||
Disaggregation of Revenue [Line Items] | ||
Net revenue | $ 41,648,730 | $ 34,233,638 |
Percentage of total revenue | 69.60% | 76.70% |
IntentKey Platform | ||
Disaggregation of Revenue [Line Items] | ||
Net revenue | $ 18,181,958 | $ 10,406,369 |
Percentage of total revenue | 30.40% | 23.30% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Narrative (Details) | Jul. 14, 2020shares | Dec. 31, 2021USD ($)segmentemployeecustomer | Dec. 31, 2020USD ($)employeecustomer |
Schedule of Significant Accounting Policies [Line Items] | |||
Depreciation | $ 1,277,664 | $ 1,372,426 | |
Impairment of goodwill | 0 | 0 | |
Impairment of finite-lived intangible assets | 0 | 0 | |
Income tax penalties and interest expense | $ 0 | $ 0 | |
Employees employed under grant | employee | 41 | 38 | |
Employees under required amount | employee | 2 | 12 | |
Employees required to be employed | employee | 43 | 50 | |
Arkansas grant contingency | $ 10,000 | $ 60,000 | |
Cancellation of treasury stock (in shares) | shares | 376,527 | ||
Number of reportable segments | segment | 1 | ||
Customer Concentration Risk | Net Revenue | |||
Schedule of Significant Accounting Policies [Line Items] | |||
Concentration risk, number of customers | customer | 3 | 2 | |
Customer Concentration Risk | Net Revenue | Two Largest Customers | |||
Schedule of Significant Accounting Policies [Line Items] | |||
Concentration risk, percentage | 62.90% | 60.50% | |
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 | ||
Capitalized labor | Minimum | |||
Schedule of Significant Accounting Policies [Line Items] | |||
Property, plant and equipment, useful life | 2 years | ||
Capitalized labor | 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 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Cash Equivalents and Marketable Securities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents, cost | $ 10,475,964 | $ 7,890,665 |
Equity securities, unrealized gain (loss) | (272,000) | |
Fair Value, Inputs, Level 1 | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents, cost | 10,475,964 | |
Total cash and cash equivalents | 10,475,964 | |
Debt securities, cost | 905,470 | |
Debt securities, unrealized gain (loss) | 53,737 | |
Debt securities, fair value | 959,207 | |
Equity securities, cost | 2,100,305 | |
Equity securities, unrealized gain (loss) | (272,021) | |
Equity securities, fair value | 1,828,284 | |
Total marketable securities | 2,787,491 | |
Total cash and cash equivalents and marketable securities | 13,263,455 | |
Cash | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash, cost | 5,253,205 | |
Total cash and cash equivalents | 5,253,205 | |
Cash equivalents | Fair Value, Inputs, Level 1 | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents, cost | 5,222,759 | |
Total cash and cash equivalents | $ 5,222,759 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value Disclosures [Abstract] | |
Equity securities, unrealized gain (loss) | $ 272 |
Marketable securities, gross realized gain | $ 5 |
Allowance for Doubtful Accoun_3
Allowance for Doubtful Accounts (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||
Balance at the beginning of the year | $ 209,667 | $ 225,000 |
Provision for bad debts | 7,487 | 135,000 |
Charge-offs | (16,154) | (150,333) |
Recoveries | 1,904 | 0 |
Balance at the end of the year | $ 202,904 | $ 209,667 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Carrying Value (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 14,831,528 | $ 13,242,050 |
Less: accumulated depreciation and amortization | (13,324,762) | (12,054,989) |
Total | 1,506,766 | 1,187,061 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 293,152 | 293,152 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,164,671 | 1,052,199 |
Capitalized labor | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 12,914,820 | 11,475,683 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 458,885 | $ 421,016 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 1,277,664 | $ 1,372,426 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Schedule of Goodwill and Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Finite-Lived Intangible Assets and Goodwill [Line Items] | ||
Net Carrying Value | $ 6,330,586 | |
Intangible assets classified as long-term | ||
Carrying Value | 17,565,000 | $ 17,565,000 |
Accumulated Amortization and Impairment | (10,844,415) | (8,978,911) |
Net Carrying Value | 6,720,585 | 8,586,089 |
Amortization | 1,865,504 | 1,865,504 |
Goodwill, Impaired, Accumulated Impairment Loss [Abstract] | ||
Carrying Value | 9,853,342 | 9,853,342 |
Accumulated Amortization and Impairment | 0 | 0 |
Goodwill | 9,853,342 | 9,853,342 |
Trade names, web properties | ||
Schedule of Finite-Lived Intangible Assets and Goodwill [Line Items] | ||
Trade names, web properties | $ 390,000 | $ 390,000 |
Customer list, Google | ||
Schedule of Finite-Lived Intangible Assets and Goodwill [Line Items] | ||
Term | 20 years | 20 years |
Carrying Value | $ 8,820,000 | $ 8,820,000 |
Accumulated Amortization and Impairment | (4,336,500) | (3,895,500) |
Net Carrying Value | 4,483,500 | 4,924,500 |
Amortization | $ 441,000 | $ 441,000 |
Technology | ||
Schedule of Finite-Lived Intangible Assets and Goodwill [Line Items] | ||
Term | 5 years | 5 years |
Carrying Value | $ 3,600,000 | $ 3,600,000 |
Accumulated Amortization and Impairment | (3,540,000) | (2,820,000) |
Net Carrying Value | 60,000 | 780,000 |
Amortization | $ 720,000 | $ 720,000 |
Customer list, ReTargeter | ||
Schedule of Finite-Lived Intangible Assets and Goodwill [Line Items] | ||
Term | 5 years | 5 years |
Carrying Value | $ 1,931,250 | $ 1,931,250 |
Accumulated Amortization and Impairment | (933,438) | (547,188) |
Net Carrying Value | 997,812 | 1,384,062 |
Amortization | $ 386,250 | $ 386,250 |
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 | (1,583,206) | (1,422,202) |
Net Carrying Value | 26,794 | 187,798 |
Amortization | $ 161,004 | $ 161,004 |
Brand name, ReTargeter | ||
Schedule of Finite-Lived Intangible Assets and Goodwill [Line Items] | ||
Term | 5 years | 5 years |
Carrying Value | $ 643,750 | $ 643,750 |
Accumulated Amortization and Impairment | (311,146) | (182,396) |
Net Carrying Value | 332,604 | 461,354 |
Amortization | $ 128,750 | $ 128,750 |
Customer relationships | ||
Schedule of Finite-Lived Intangible Assets and Goodwill [Line Items] | ||
Term | 20 years | 20 years |
Carrying Value | $ 570,000 | $ 570,000 |
Accumulated Amortization and Impairment | (140,125) | (111,625) |
Net Carrying Value | 429,875 | 458,375 |
Amortization | $ 28,500 | $ 28,500 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Amortization Expense (Details) | Dec. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 1,071,294 |
2023 | 984,500 |
2024 | 769,917 |
2025 | 469,500 |
2026 | 469,500 |
Thereafter | 2,565,875 |
Net Carrying Value | $ 6,330,586 |
Bank Debt - Narrative (Details)
Bank Debt - Narrative (Details) - USD ($) | Mar. 12, 2020 | Feb. 28, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Hitachi Capital America Corp. | ||||
Debt Instrument [Line Items] | ||||
Commitment fee amount | $ 50,000 | |||
Term of balance due | 6 months | |||
Annual commitment fee amount | $ 15,000 | |||
Quarterly service fee | 0.30% | |||
Amendment fee | $ 2,000 | |||
Exit fee | 50,000 | |||
Outstanding balances due under line of credit | $ 0 | $ 0 | ||
Percentage due upon execution | 50.00% | |||
Loan And Security Credit Agreement | Hitachi Capital America Corp. | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 5,000,000 | |||
Percentage of aggregate Eligible Accounts Receivable | 90.00% | |||
Percentage of aggregate Unbilled Accounts Receivable | 75.00% | |||
Percentage of amount available to borrow under maximum credit commitment | 50.00% | |||
Stated interest rate | 6.75% | |||
Loan And Security Credit Agreement | Monthly Interest | Hitachi Capital America Corp. | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 2.00% | |||
Credit Agreement | Western Alliance Bank | ||||
Debt Instrument [Line Items] | ||||
Extinguishment of debt | $ 2,959,573 |
Convertible Promissory Note (De
Convertible Promissory Note (Details) | May 05, 2020USD ($)shares | Apr. 21, 2020USD ($)shares | Nov. 11, 2019USD ($)$ / sharesshares | Mar. 01, 2019USD ($)accreditedInvestorshares$ / shares | Jan. 31, 2020USD ($)shares | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Debt Instrument [Line Items] | |||||||
Conversion of Debt and derecognition of derivative and discounts to common stock | $ 0 | $ 923,810 | |||||
Convertible Debt | |||||||
Debt Instrument [Line Items] | |||||||
Proceeds from convertible promissory note | $ 1,200,000 | ||||||
Conversion of Debt and derecognition of derivative and discounts to common stock | $ 115,000 | $ 200,000 | $ 360,000 | ||||
Conversion of stock, number of shares Issued (in shares) | shares | 657,143 | 1,142,857 | 1,200,000 | ||||
Original Issue Discount Unsecured Subordinated Convertible Notes | Convertible Debt | |||||||
Debt Instrument [Line Items] | |||||||
Number of accredited investors | accreditedInvestor | 3 | ||||||
Face amount | $ 1,440,000 | ||||||
Number of equity instruments (in shares) | shares | 1,333,333 | ||||||
Original Issue Discount Unsecured Subordinated Convertible Notes | Initial Conversion | Convertible Debt | |||||||
Debt Instrument [Line Items] | |||||||
Conversion price (in usd per share) | $ / shares | $ 1.08 | ||||||
Note Modification and Release Agreement | Convertible Debt | |||||||
Debt Instrument [Line Items] | |||||||
Face amount | $ 1,080,000 | ||||||
Percentage conversion | 50.00% | ||||||
Conversion of Debt and derecognition of derivative and discounts to common stock | $ 765,000 | ||||||
Conversion of stock, number of shares Issued (in shares) | shares | 2,886,792 | ||||||
Note Modification and Release Agreement | Initial Conversion | Convertible Debt | |||||||
Debt Instrument [Line Items] | |||||||
Conversion price (in usd per share) | $ / shares | $ 0.265 | ||||||
Note Modification and Release Agreement | Conversions After Initial | Convertible Debt | |||||||
Debt Instrument [Line Items] | |||||||
Conversion price (in usd per share) | $ / shares | 0.30 | ||||||
Note Modification and Release Agreement | Conversions After Initial | Maximum | Convertible Debt | |||||||
Debt Instrument [Line Items] | |||||||
Conversion price (in usd per share) | $ / shares | 0.30 | ||||||
Note Modification and Release Agreement | Conversions After Initial | Minimum | Convertible Debt | |||||||
Debt Instrument [Line Items] | |||||||
Conversion price (in usd per share) | $ / shares | $ 0.23 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued marketing costs | $ 4,267,980 | $ 3,234,192 |
Accrued expenses and other | 956,998 | 440,578 |
Accrued commissions and payroll | 121,533 | 423,373 |
Arkansas grant contingency | 10,000 | 60,000 |
Accrued taxes, current portion | 17,880 | 8,305 |
Accrued sales allowance | 0 | 50,000 |
Total | $ 5,374,391 | $ 4,216,448 |
Other Long-Term Liabilities (De
Other Long-Term Liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | May 15, 2020 |
Other Liabilities Disclosure [Abstract] | |||
Deferred rent | $ 13,302 | $ 4,057 | |
Deferred revenue | 0 | 420,000 | |
SBA loan | 0 | 149,900 | $ 149,900 |
Total | $ 13,302 | $ 573,957 |
Other Long-Term Liabilities - N
Other Long-Term Liabilities - Narrative (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | May 15, 2020 | Apr. 10, 2020 |
Other Liabilities Disclosure [Abstract] | ||||
PPP loan | $ 1,100,000 | |||
SBA loan | $ 0 | $ 149,900 | $ 149,900 |
Commitments (Details)
Commitments (Details) - USD ($) | Sep. 17, 2021 | Mar. 01, 2021 | Mar. 01, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Other Commitments [Line Items] | |||||
Referral and support services agreement advance | $ 1,500,000 | $ 1,100,000 | $ 0 | ||
Referral agreement, term | 5 years | ||||
Referral agreement amortized as marketing expense | $ 100,000 | ||||
Class of warrant or right, granted in period | 300,000 | ||||
Class of warrant or right, vesting period | 2 years | ||||
Licensing Of ValidClick Technology | |||||
Other Commitments [Line Items] | |||||
Other nonoperating income (expense) | $ 420,000 | $ 500,000 |
Income Taxes - Provision for In
Income Taxes - Provision for Income Tax (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Current tax provision | $ 0 | $ 0 |
Deferred tax benefit | 0 | 0 |
Total tax benefit | $ 0 | $ 0 |
Income Taxes - Income Tax Rate
Income Taxes - Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | 21.00% | 21.00% |
State income tax rate, net of federal benefit | 2.00% | 0.00% |
Permanent differences | 2.00% | 3.00% |
Change in valuation allowance | (25.00%) | (25.00%) |
Effective income tax rate | 0.00% | 0.00% |
Income Taxes - Schedule of the
Income Taxes - Schedule of the Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carry forward | $ 33,727,960 | $ 36,484,500 |
Intangible assets | 585,500 | 447,700 |
Accrued expense | 239,800 | 211,600 |
Deferred rent | 3,800 | 18,000 |
Allowance for doubtful accounts | 56,900 | 58,800 |
Stock compensation expense | 610,900 | 0 |
Other | 351,500 | 472,500 |
Subtotal | 35,576,360 | 37,693,100 |
Less valuation allowance | (33,988,760) | (35,848,400) |
Total | 1,587,600 | 1,844,700 |
Deferred tax liabilities: | ||
Intangible assets and property and equipment | 1,373,300 | 1,449,900 |
Other | 321,300 | 501,800 |
Total | 1,694,600 | 1,951,700 |
Total deferred tax liabilities | $ (107,000) | $ (107,000) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Operating loss carryforwards | $ 99,454,160 | |
Operating loss carryforwards, not subject to expiration | 23,100,000 | |
Net deferred tax liabilities | $ 107,000 | $ 107,000 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) | Jan. 04, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Compensation Expense | |||
Award vesting period | 3 years | ||
Stock based compensation | $ 2,179,254 | $ 858,683 | |
Compensation cost related to non vested awards not yet recognized | $ 3,595,258 | ||
Average remaining expense recognition period | 1 year | ||
Number of options exercisable (in shares) | 1,500 | ||
Intrinsic value of options exercisable | $ 0 | ||
Weighted average exercise price (in usd per share) | $ 0.56 | ||
Granted in period | 0 | 0 | |
Expected dividend yield | 0.00% | ||
2010 ECP | |||
Compensation Expense | |||
Increase in number of shares (in shares) | 150,000 | ||
Options | |||
Compensation Expense | |||
Expected forfeiture rate | 0.00% |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Grants (Details) - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding (in shares) | 1,500 | 9,500 |
RSUs Outstanding (in shares) | 3,960,001 | |
Options and RSUs Exercised (in shares) | 7,745,649 | |
Available Shares (in shares) | 2,705,861 | |
Total (in shares) | 14,413,011 | |
2017 ECP | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding (in shares) | 0 | |
RSUs Outstanding (in shares) | 3,960,001 | |
Options and RSUs Exercised (in shares) | 2,734,138 | |
Available Shares (in shares) | 2,705,861 | |
Total (in shares) | 9,400,000 | |
2010 ECP | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding (in shares) | 1,500 | |
RSUs Outstanding (in shares) | 0 | |
Options and RSUs Exercised (in shares) | 5,011,511 | |
Available Shares (in shares) | 0 | |
Total (in shares) | 5,013,011 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Activity (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Options | |
Outstanding, beginning of year (in shares) | shares | 9,500 |
Stock options exercised (in shares) | shares | 4,750 |
Stock options canceled (in shares) | shares | 3,250 |
Outstanding, end of year (in shares) | shares | 1,500 |
Exercisable, end of year (in shares) | shares | 1,500 |
Weighted Average Exercise Price | |
Outstanding, beginning of year (in usd per share) | $ / shares | $ 0.56 |
Stock options exercised (in usd per share) | $ / shares | 0.56 |
Stock options canceled (in usd per share) | $ / shares | 0.56 |
Outstanding, end of year (in usd per share) | $ / shares | 0.56 |
Exercisable, end of year (in usd per share) | $ / shares | $ 0.56 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Award Activity (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Restricted Stock Unit | |
Outstanding, end of year (in shares) | 3,960,001 |
Restricted Stock Units | |
Restricted Stock Unit | |
Outstanding, beginning of year (in shares) | 1,930,526 |
Granted (in shares) | 4,610,000 |
Vested (in shares) | (2,171,331) |
Forfeited (in shares) | (409,194) |
Outstanding, end of year (in shares) | 3,960,001 |
Weighted Average Fair Value | |
Outstanding, beginning of year (in usd per share) | $ / shares | $ 0.28 |
Granted (in usd per share) | $ / shares | 1.36 |
Vested (in usd per share) | $ / shares | 0.47 |
Forfeited (in usd per share) | $ / shares | 1.23 |
Outstanding, end of year (in usd per share) | $ / shares | $ 1.33 |
Stockholders Equity (Details)
Stockholders Equity (Details) | Sep. 17, 2021USD ($)shares | Jan. 22, 2021USD ($) | Jan. 19, 2021USD ($) | Jul. 27, 2020USD ($) | Jun. 08, 2020USD ($) | Apr. 02, 2020USD ($)shares | Mar. 27, 2020USD ($)shares | Mar. 20, 2020USD ($)shares | Apr. 30, 2020USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Jul. 14, 2020shares |
Class of Warrant or Right [Line Items] | ||||||||||||
Number of shares issued in transaction (in shares) | shares | 1,400,285 | 3,115,001 | 3,931,428 | |||||||||
Consideration received on transaction | $ 6,250,000 | $ 8,000,000 | $ 10,750,000 | $ 5,500,000 | $ 245,050 | $ 545,125 | $ 688,000 | $ 1,500,000 | ||||
Debt conversion, converted instrument, amount | $ 0 | $ 923,810 | ||||||||||
Referral agreement, term | 5 years | |||||||||||
Class of warrant or right, granted in period | shares | 300,000 | |||||||||||
Warrants and rights outstanding | $ 149,551 | |||||||||||
Warrants and rights outstanding, term | 7 years | |||||||||||
Fair value adjustment of warrants | 20,000 | |||||||||||
Fair value adjustment of warrants, unrealized | $ 130,000 | |||||||||||
Treasury stock (in shares) | shares | 376,527 | |||||||||||
Convertible Debt | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Debt conversion, converted instrument, amount | $ 3,000,000 | |||||||||||
Measurement Input, Implied Volatility | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Warrants and rights outstanding, measurement input | 1 | |||||||||||
Measurement Input, Risk-free Yield | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Warrants and rights outstanding, measurement input | 0.0117 | |||||||||||
Measurement Input, Share Price | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Warrants and rights outstanding, measurement input | 0.71 | |||||||||||
Maximum | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Referral agreement, term | 5 years |
Retirement Plan Costs (Details)
Retirement Plan Costs (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | ||
Maximum annual contribution per employee, percent | 4.00% | |
Employer matching contribution amount | $ 260,540 | $ 186,483 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Lessee, Lease, Description [Line Items] | ||
Right of use assets - operating lease | $ 641,306 | $ 606,573 |
Right of use assets - finance lease | 201,902 | 395,910 |
Finance lease right-of-use asset, amortization | $ 322,747 | $ 367,981 |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Term of contract | 2 years | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Term of contract | 4 years |
Leases - Operating Leases (Deta
Leases - Operating Leases (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Leases [Abstract] | |
Cash paid for operating lease liabilities | $ 532,585 |
Weighted-average remaining lease term | 2 years 5 months 12 days |
Weighted-average discount rate | 6.25% |
Minimum future lease payments ended December 31, 2021 | |
2022 | $ 114,865 |
2023 | 84,127 |
2024 | 31,021 |
Payments due | 230,013 |
Less imputed interest | (21,648) |
Total lease liabilities | $ 208,365 |
Leases - Finance Leases (Detail
Leases - Finance Leases (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Leases [Abstract] | |
Cash paid for finance lease liabilities | $ 248,035 |
Weighted-average remaining lease term | 2 years 3 months 18 days |
Weighted-average discount rate | 6.25% |
Minimum future lease payments ended December 31, 2021 | |
2022 | $ 380,482 |
2023 | 297,921 |
2024 | 13,128 |
2025 | 2,143 |
2026 | 1,072 |
Payments due | 694,746 |
Less imputed interest | (53,441) |
Total lease liabilities | $ 641,305 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Jan. 22, 2021 | Jan. 19, 2021 | Jul. 27, 2020 | Jun. 08, 2020 | Apr. 02, 2020 | Mar. 27, 2020 | Mar. 20, 2020 | Apr. 30, 2020 |
Related Party Transactions [Abstract] | ||||||||
Number of shares issued in transaction (in shares) | 1,400,285 | 3,115,001 | 3,931,428 | |||||
Sale of stock, price per share (in dollars per share) | $ 0.175 | |||||||
Consideration received on transaction | $ 6,250,000 | $ 8,000,000 | $ 10,750,000 | $ 5,500,000 | $ 245,050 | $ 545,125 | $ 688,000 | $ 1,500,000 |