Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 11, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
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 Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 120,134,884 | |
Entity Central Index Key | 0000829323 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 5,780,882 | $ 10,475,964 |
Marketable securities - short term | 1,871,051 | 1,927,979 |
Accounts receivable, net of allowance for doubtful accounts of $462,480 and $202,904, respectively. | 9,557,103 | 9,265,813 |
Prepaid expenses and other current assets | 1,092,683 | 1,408,186 |
Total current assets | 18,301,719 | 23,077,942 |
Property and equipment, net | 1,693,407 | 1,506,766 |
Other assets | ||
Goodwill | 9,853,342 | 9,853,342 |
Intangible assets, net of accumulated amortization | 5,895,416 | 6,720,585 |
Referral and support services agreement advance | 875,000 | 1,100,000 |
Marketable securities - long term | 619,546 | 859,512 |
Right of use assets - operating lease | 397,850 | 641,306 |
Right of use assets - finance lease | 128,589 | 201,902 |
Other assets | 35,170 | 35,719 |
Total other assets | 17,804,913 | 19,412,366 |
Total assets | 37,800,039 | 43,997,074 |
Current liabilities | ||
Accounts payable | 5,651,540 | 4,844,716 |
Accrued expenses and other current liabilities | 6,281,538 | 5,374,391 |
Lease liability - operating lease | 342,488 | 340,478 |
Lease liability - finance lease | 92,887 | 102,954 |
Total current liabilities | 12,368,453 | 10,662,539 |
Long-term liabilities | ||
Deferred tax liability | 107,000 | 107,000 |
Lease liability - operating lease | 56,602 | 300,827 |
Lease liability - finance lease | 39,630 | 105,411 |
Other long-term liabilities | 13,773 | 13,302 |
Total long-term liabilities | 217,005 | 526,540 |
Preferred stock, $0.001 par value: | ||
Authorized shares 500,000, none issued and outstanding | 0 | 0 |
Common stock, $0.001 par value: | ||
Authorized shares 200,000,000; issued and outstanding shares 120,137,124 and 118,747,447, respectively. | 120,138 | 118,748 |
Additional paid-in capital | 178,307,716 | 176,586,529 |
Accumulated other comprehensive (loss) income | (132,502) | 53,737 |
Accumulated deficit | (153,080,771) | (143,951,019) |
Total stockholders' equity | 25,214,581 | 32,807,995 |
Total liabilities and stockholders' equity | $ 37,800,039 | $ 43,997,074 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 462,480 | $ 202,904 |
Preferred stock, par or stated value per share (in dollars 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 or stated value per share (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock shares issued (in shares) | 120,137,124 | 118,747,447 |
Common stock shares outstanding (in shares) | 120,137,124 | 118,747,447 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Net revenue | $ 17,072,189 | $ 16,841,035 | $ 58,332,859 | $ 40,094,427 |
Cost of revenue | 6,782,047 | 3,757,938 | 24,717,143 | 7,466,017 |
Gross profit | 10,290,142 | 13,083,097 | 33,615,716 | 32,628,410 |
Operating expenses | ||||
Marketing costs | 8,620,161 | 10,163,006 | 26,778,020 | 25,681,930 |
Compensation | 3,237,414 | 2,840,149 | 9,611,011 | 8,458,233 |
General and administrative | 2,206,119 | 1,824,869 | 5,944,027 | 5,226,737 |
Total operating expenses | 14,063,694 | 14,828,024 | 42,333,058 | 39,366,900 |
Operating loss | (3,773,552) | (1,744,927) | (8,717,342) | (6,738,490) |
Financing expense, net | (13,149) | (6,261) | (11,078) | (36,641) |
Other income (expense), net | (23,861) | (79,080) | (401,336) | 415,468 |
Net loss | (3,810,562) | (1,830,268) | (9,129,756) | (6,359,663) |
Other comprehensive income | ||||
Unrealized gain (loss) on marketable securities | 36,170 | 0 | (186,239) | 0 |
Comprehensive loss | $ (3,774,392) | $ (1,830,268) | $ (9,315,995) | $ (6,359,663) |
Per common share data: Basic and Diluted | ||||
Net loss, diluted (in usd per share) | $ (0.03) | $ (0.02) | $ (0.08) | $ (0.05) |
Net loss, basic (in usd per share) | $ (0.03) | $ (0.02) | $ (0.08) | $ (0.05) |
Weighted average shares | ||||
Basic (in shares) | 119,995,367 | 116,645,509 | 118,838,258 | 117,230,419 |
Diluted (in shares) | 119,995,367 | 116,645,509 | 118,838,258 | 117,230,419 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Operating activities: | ||
Net loss | $ (9,129,756) | $ (6,359,663) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,949,845 | 2,343,874 |
Depreciation-Right of Use Assets - Financing | 73,313 | 237,423 |
Stock based compensation | 1,890,991 | 1,566,016 |
Stock warrant expense | 28,477 | 0 |
Loss (gain) on marketable securities | 401,336 | (54,532) |
Amortization of financing fees | 2,500 | 8,750 |
Provision (recovery) of doubtful accounts | 259,576 | (47,763) |
Derecognition of contingency and grant | (10,000) | (110,000) |
Third party rights agreement termination | 0 | (420,000) |
Change in operating assets and liabilities: | ||
Accounts receivable | (550,866) | (2,645,508) |
Prepaid expenses, unbilled revenue and other current assets | 316,053 | (77,503) |
Referral and support services agreement advance | 225,000 | (1,500,000) |
Accrued expenses and other liabilities | 916,363 | 1,754,574 |
Accounts payable | 806,824 | 632,369 |
Net cash used in operating activities | (2,820,344) | (4,671,963) |
Investing activities: | ||
Purchases of equipment and capitalized development costs | (1,311,315) | (1,180,107) |
Purchase of marketable securities | (1,693,963) | (2,973,453) |
Proceeds from the sale of marketable securities | 1,403,282 | 102,200 |
Net cash used in investing activities | (1,601,996) | (4,051,360) |
Financing activities: | ||
Proceeds from sale of common stock, net | 0 | 13,137,500 |
Proceeds from ValidClick licensing agreement | 0 | (149,900) |
Payments on finance lease obligations | (75,848) | (181,998) |
Proceeds from exercise of options | 0 | 1,569 |
Net taxes paid on restricted stock unit grants exercised | (196,894) | (272,049) |
Net cash (used in)/provided by financing activities | (272,742) | 12,535,122 |
Net change – cash | (4,695,082) | 3,811,799 |
Cash and cash equivalent, beginning of year | 10,475,964 | 7,890,665 |
Cash and cash equivalent, end of period | 5,780,882 | 11,702,464 |
Supplemental information: | ||
Interest paid | 15,128 | 42,474 |
Non cash investing and financing activities: | ||
Assets purchased under finance lease obligations | $ 0 | 125,825 |
Assets purchased under operating lease obligations | $ 344,311 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Total | Common Stock | Additional Paid in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
Beginning balance (in shares) at Dec. 31, 2020 | 98,035,829 | ||||
Beginning balance at Dec. 31, 2020 | $ 25,289,114 | $ 98,036 | $ 161,541,448 | $ (136,350,370) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (2,147,268) | (2,147,268) | |||
Stock-based compensation | 394,870 | 394,870 | |||
Stock issued for vested restricted stock awards (in shares) | 1,467,465 | ||||
Stock issued for vested restricted stock awards | 0 | $ 1,467 | (1,467) | ||
Shares withheld for taxes on vested restricted stock | (161,244) | (161,244) | |||
Proceeds from exercise of options | 1,569 | 1,569 | |||
Sale of common stock, net (in shares) | 19,015,151 | ||||
Sale of common stock, net | 13,137,500 | $ 19,016 | 13,118,484 | ||
Ending balance (in shares) at Mar. 31, 2021 | 118,518,445 | ||||
Ending balance at Mar. 31, 2021 | 36,514,541 | $ 118,519 | 174,893,660 | (138,497,638) | |
Beginning balance (in shares) at Dec. 31, 2020 | 98,035,829 | ||||
Beginning balance at Dec. 31, 2020 | 25,289,114 | $ 98,036 | 161,541,448 | (136,350,370) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (6,359,663) | ||||
Unrealized gain (loss) on debt securities | 0 | ||||
Ending balance (in shares) at Sep. 30, 2021 | 118,747,447 | ||||
Ending balance at Sep. 30, 2021 | 33,369,062 | $ 118,748 | 175,960,347 | (142,710,033) | |
Beginning balance (in shares) at Mar. 31, 2021 | 118,518,445 | ||||
Beginning balance at Mar. 31, 2021 | 36,514,541 | $ 118,519 | 174,893,660 | (138,497,638) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (2,382,127) | (2,382,127) | |||
Stock-based compensation | 557,602 | 557,602 | |||
Ending balance (in shares) at Jun. 30, 2021 | 118,518,445 | ||||
Ending balance at Jun. 30, 2021 | 34,690,016 | $ 118,519 | 175,451,262 | (140,879,765) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (1,830,268) | (1,830,268) | |||
Unrealized gain (loss) on debt securities | 0 | ||||
Stock-based compensation | 613,544 | 613,544 | |||
Stock issued for vested restricted stock awards (in shares) | 229,002 | ||||
Stock issued for vested restricted stock awards | 0 | $ 229 | (229) | ||
Shares withheld for taxes on vested restricted stock | (110,805) | (110,805) | |||
Stock warrants issued for referral agreement | 6,575 | 6,575 | |||
Ending balance (in shares) at Sep. 30, 2021 | 118,747,447 | ||||
Ending balance at Sep. 30, 2021 | 33,369,062 | $ 118,748 | 175,960,347 | (142,710,033) | |
Beginning balance (in shares) at Dec. 31, 2021 | 118,747,447 | ||||
Beginning balance at Dec. 31, 2021 | 32,807,995 | $ 118,748 | 176,586,529 | (143,951,019) | $ 53,737 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (2,089,263) | (2,089,263) | |||
Unrealized gain (loss) on debt securities | (98,156) | (98,156) | |||
Stock-based compensation | 671,158 | 671,158 | |||
Stock issued for vested restricted stock awards (in shares) | 1,059,755 | ||||
Stock issued for vested restricted stock awards | 0 | $ 1,060 | (1,060) | ||
Shares withheld for taxes on vested restricted stock | (128,520) | (128,520) | |||
Stock warrants issued for referral agreement | 12,483 | 12,483 | |||
Ending balance (in shares) at Mar. 31, 2022 | 119,807,202 | ||||
Ending balance at Mar. 31, 2022 | 31,175,697 | $ 119,808 | 177,140,590 | (146,040,282) | (44,419) |
Beginning balance (in shares) at Dec. 31, 2021 | 118,747,447 | ||||
Beginning balance at Dec. 31, 2021 | 32,807,995 | $ 118,748 | 176,586,529 | (143,951,019) | 53,737 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (9,129,756) | ||||
Unrealized gain (loss) on debt securities | (186,239) | ||||
Ending balance (in shares) at Sep. 30, 2022 | 120,137,124 | ||||
Ending balance at Sep. 30, 2022 | 25,214,581 | $ 120,138 | 178,307,716 | (153,080,771) | (132,502) |
Beginning balance (in shares) at Mar. 31, 2022 | 119,807,202 | ||||
Beginning balance at Mar. 31, 2022 | 31,175,697 | $ 119,808 | 177,140,590 | (146,040,282) | (44,419) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (3,229,927) | (3,229,927) | |||
Unrealized gain (loss) on debt securities | (124,253) | (124,253) | |||
Stock-based compensation | 684,376 | 684,376 | |||
Stock issued for vested restricted stock awards (in shares) | 66,666 | ||||
Stock issued for vested restricted stock awards | 0 | $ 66 | (66) | ||
Stock warrants issued for referral agreement | 462 | 462 | |||
Ending balance (in shares) at Jun. 30, 2022 | 119,873,868 | ||||
Ending balance at Jun. 30, 2022 | 28,506,355 | $ 119,874 | 177,825,362 | (149,270,209) | (168,672) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (3,810,562) | (3,810,562) | |||
Unrealized gain (loss) on debt securities | 36,170 | 36,170 | |||
Stock-based compensation | 535,458 | 535,458 | |||
Stock issued for vested restricted stock awards (in shares) | 263,256 | ||||
Stock issued for vested restricted stock awards | 0 | $ 264 | (264) | ||
Shares withheld for taxes on vested restricted stock | (68,372) | (68,372) | |||
Stock warrants issued for referral agreement | 15,532 | 15,532 | |||
Ending balance (in shares) at Sep. 30, 2022 | 120,137,124 | ||||
Ending balance at Sep. 30, 2022 | $ 25,214,581 | $ 120,138 | $ 178,307,716 | $ (153,080,771) | $ (132,502) |
Organization and Business
Organization and Business | 9 Months Ended |
Sep. 30, 2022 | |
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, service or brand 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 audiences 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 to who those consumers are. In this regard, the technology is designed for a privacy conscious future and is 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 proprietary 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. Further, Inuvo also provides Search and Social advertising services through a proprietary set of technologies branded as ValidClick. 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 September 30, 2022, we have approximately $7.7 million in cash, cash equivalents and short-term marketable securities. Our net working capital was $5.9 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 September 30, 2022, our accumulated deficit was $153.1 million. Our principal sources of liquidity are the sale of our common stock and our credit facility with Hitachi described in Note 6 to our Consolidated Financial Statements. On January 19, 2021, we raised $8.0 million in gross proceeds in a registered direct offering, before expenses, through the sale of an aggregate of 13,333,334 shares of our common stock, and on January 22, 2021, we raised an additional $6.25 million in gross proceeds in a registered direct offering, before expenses, through the sale of an aggregate of 5,681,817 shares 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 September 30, 2022, our funds with the investment management company were approximately $4.2 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 and through September 30, 2022, 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 market our collective multi-channel advertising capabilities differentiated by 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 the next twelve months from the filing date. We may need to fund operations over the longer term through private or public sales of securities, debt financings or partnering/licensing transactions. There can be no assurances that financing will be available on acceptable terms, if at all, in the future. Customer concentration For the three-month period ending September 30, 2022, our three largest customers by revenue accounted for 74.0% of our overall revenue at 33.1%, 30.0% and 10.9%, respectively and for the nine-month period ending September 30, 2022, 61.6% of our overall revenue at 26.1%, 26.4% and 9.1%, respectively. Those same three customers accounted for 70.3% of our gross accounts receivable balance as of September 30, 2022. As of December 31, 2021, the same customers accounted for 34.3% of our gross accounts receivable balance. COVID-19 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of presentation The consolidated financial statements presented are for Inuvo and its subsidiaries. The accompanying unaudited consolidated financial statements have been prepared based upon SEC rules that permit reduced disclosure for interim periods. Certain information and footnote disclosures have been condensed or omitted in accordance with those rules and regulations. The accompanying consolidated balance sheet as of December 31, 2021, was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States ("GAAP"). In our opinion, these consolidated financial statements reflect all adjustments that are necessary for a fair presentation of results of operations and financial condition for the interim periods shown including normal recurring accruals and other items. The results for the interim periods are not necessarily indicative of results for the full year. For a more complete discussion of significant accounting policies and certain other information, this report should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on March 17, 2022. Use of estimates The preparation of financial statements, in accordance with GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, net revenues and expenses and disclosure of contingent assets and liabilities. The estimates and assumptions used in the accompanying consolidated financial statements are based upon management’s regular evaluation of the relevant facts and circumstances as of the date of the consolidated financial statements. We regularly evaluate estimates and assumptions related to capitalized labor, 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. 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. We subsequently settle these transactions with our 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 is the proportion of revenue that is generated through advertisements on our ValidClick (Search and Social) and IntentKey (Programmatic) platforms: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 ValidClick Platform $ 11,376,654 66.6 % $ 11,742,855 69.7 % $ 35,895,754 61.5 % $ 29,955,169 74.7 % IntentKey Platform 5,695,535 33.4 % 5,098,180 30.3 % 22,437,105 38.5 % $ 10,139,258 25.3 % Total $ 17,072,189 100.0 % $ 16,841,035 100.0 % $ 58,332,859 100.0 % $ 40,094,427 100.0 % Recent Accounting Pronouncements Not Yet Adopted In June 2016, the 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 for 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. We are currently evaluating the potential impact of this new standard to our consolidated financial statements. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
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. We classify our cash equivalents and marketable securities within Level 1 because we use observable inputs that reflect quoted market prices for identical assets in active markets to determine their fair value. We have classified debt securities as available for sale securities with unrealized gains and losses recorded as other comprehensive income. We have classified equity securities as trading and are marked to market with changes recorded as other income on the income statement. Any interest income or dividends are recorded within financing expense, net on the income statement. Investment Assets at Fair Value Investment Assets at Fair Value As of September 30, 2022 As of December 31, 2021 Level 1 Total Level 1 Total Debt securities $ 888,928 $ 888,928 $ 959,207 $ 959,207 Equity securities $ 1,601,669 $ 1,601,669 $ 1,828,284 $ 1,828,284 Cash equivalents $ 1,756,382 $ 1,756,382 $ 5,222,759 $ 5,222,759 Total Investments at Fair Value $ 4,246,979 $ 4,246,979 $ 8,010,250 $ 8,010,250 The cost, gross unrealized gains (losses) and fair value of marketable securities by major security type were as follows: As of September 30, 2022 As of December 31, 2022 Cost Unrealized Gain (Loss) Fair Value Cost Unrealized Gain (Loss) Fair Value Marketable securities Debt securities $ 1,021,430 $ (132,502) $ 888,928 $ 905,470 $ 53,737 $ 959,207 Equity securities 2,216,621 (614,952) 1,601,669 2,100,305 (272,021) 1,828,284 Total marketable securities $ 2,490,597 $ 2,787,491 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment The net carrying value of property and equipment was as follows as of: September 30, 2022 December 31, 2021 Furniture and fixtures $ 293,152 $ 293,152 Equipment 1,263,308 1,164,671 Capitalized internal use and purchased software 14,125,059 12,914,820 Leasehold improvements 461,325 458,885 Subtotal 16,142,844 14,831,528 Less: accumulated depreciation and amortization (14,449,437) (13,324,762) Total $ 1,693,407 $ 1,506,766 During the three months ended September 30, 2022 and September 30, 2021, depreciation expense was $394,942 and $325,112, respectively. During the nine months ended September 30, 2022 and September 30, 2021, depreciation expense was $1,124,674 and $944,746, respectively. |
Other Intangible Assets and Goo
Other Intangible Assets and Goodwill | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Other Intangible Assets and Goodwill | Other Intangible Assets and Goodwill The following is a schedule of intangible assets and goodwill as of September 30, 2022: Term Carrying Accumulated Amortization and Impairment Net Carrying Value Year-to-date Amortization Customer list, Google 20 years $ 8,820,000 $ (4,667,250) $ 4,152,750 $ 330,750 Technology 5 years 3,600,000 (3,600,000) — 60,000 Customer list, ReTargeter 5 years 1,931,250 (1,223,126) 708,124 289,688 Customer list, all other 10 years 1,610,000 (1,610,000) — 26,794 Brand name, ReTargeter 5 years 643,750 (407,708) 236,042 96,562 Customer relationships 20 years 570,000 (161,500) 408,500 21,375 Trade names, web properties (1) - 390,000 — 390,000 — Intangible assets classified as long-term $ 17,565,000 $ (11,669,584) $ 5,895,416 $ 825,169 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. Amortization expense over the next five years and thereafter is as follows: 2022 (remainder of year) $ 246,125 2023 984,500 2024 769,917 2025 469,500 2026 469,500 Thereafter 2,565,876 Total $ 5,505,418 |
Bank Debt
Bank Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Bank Debt | Bank DebtOn 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 (ii) the lesser of (A) 75% of the aggregate Unbilled Accounts Receivable or (B) 50% of the amount available to borrow under (i), up to the maximum credit commitment. We pay Hitachi a monthly interest at the 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. The Loan and Security Agreement continues for an indefinite term. At September 30, 2022, there were no outstanding balances due under the Loan and Security Agreement. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities The accrued expenses and other current liabilities consist of the following as of: September 30, 2022 December 31, 2021 Accrued marketing costs $ 4,404,234 $ 4,267,980 Accrued expenses and other 1,006,427 956,998 Accrued payroll and commission liabilities 864,239 121,533 Arkansas grant contingency 5,000 10,000 Accrued taxes, current portion 1,638 17,880 Total $ 6,281,538 $ 5,374,391 |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Commitments On 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 with $300,000 recorded as a current asset and $1.2 million as other assets. The advance is being amortized as marketing expenses over five years. As of September 30, 2022, $325,000 has been amortized. As part of the agreement, we granted a warrant exercisable into 300,000 shares of our common stock, which vests over two years upon achieving certain performance metrics (see Note 11 - Stockholders' Equity). Additionally, we agreed to pay quarterly support fees upon reaching certain levels of operational activity. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesWe have deferred tax assets of $35,576,360. 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 of $33,988,760 for the deferred tax assets that may not be realized as of September 30, 2022 and December 31, 2021. We also have deferred tax liabilities totaling $1,694,600 as of September 30, 2022, related to intangible assets acquired in March 2012 and February 2017. These balances are presented as a net deferred tax liability of $107,000 composed of indefinite lived intangible assets. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
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 2022 and 2021 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 based upon achieving certain financial targets. On January 1, 2022, in accordance with the plan provisions, the number of shares available for issuance under the 2017 ECP was increased by 150,000 shares. On June 16, 2022, our stockholders approved an amendment to the 2017 ECP increasing the number of shares of our common stock reserved for issuance by 15,000,000 shares. As of September 30, 2022, the total number of shares of our common stock reserved for issuance under the 2017 ECP was 24,550,000. Compensation Expense For the three and nine months ended September 30, 2022, we recorded stock-based compensation expense for all equity incentive plans of $535,457 and $1,890,991, respectively. For the three and nine months ended September 30, 2021, we recorded stock-based compensation expense for all equity incentive plans of $613,544 and $1,566,016, respectively. Total compensation cost not yet recognized at September 30, 2022 was $2,762,270, which will be recognized over a weighted-average recognition period of approximately one year. The following table summarizes the stock grants outstanding under the 2017 ECP and the 2010 Equity Compensation Plan (“2010 ECP”) for the nine months ended September 30, 2022: Options Outstanding RSUs Outstanding Options and RSUs Exercised Available Shares Total Awards Authorized 2017 ECP 100,000 4,913,339 4,560,799 14,975,862 24,550,000 2010 ECP (*) — — 5,011,511 — 5,011,511 Total 100,000 4,913,339 9,572,310 14,975,862 29,561,511 (*) Expired April 2020 The following table summarizes the activity of stock option awards for the nine months ended September 30, 2022: Shares Subject to Options Outstanding Number of Shares Weighted Average Exercise Price Outstanding, beginning of period 1,500 $ 0.56 Stock options exercised — $ — Stock options granted 100,000 $ 0.52 Stock options canceled (1,500) $ 0.56 Outstanding, end of period 100,000 0.52 Exercisable, end of period 100,000 0.52 The following table summarizes the activities for our RSUs for the nine months ended September 30, 2022: RSUs Number of Shares Weighted Average Grant Date Fair Value Outstanding, beginning of period 3,960,001 $ 1.33 Granted 2,960,000 $ 0.41 Vested (1,826,661) $ 1.34 Canceled (180,001) $ 0.95 Outstanding, end of period 4,913,339 $ 0.79 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity 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 8 - Commitments). As part of that agreement, we granted a warrant exercisable into 300,000 shares of our common stock, at $.72 per share, 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 over the vesting period of each tranche if the performance criteria are achieved. On August 31, 2022, 85,862 shares vested in accordance with the contracted performance criteria. For the nine- month period ended September 30, 2022, we recognized approximately $28 thousand in expense. Earnings per Share For the three- and nine-month periods ended September 30, 2022 and 2021, we generated a net loss from continuing operations and as a result, any potential common shares are anti-dilutive. Common Stock On January 7, 2021, we filed Articles of Amendment to our Articles of Incorporation in the State of Nevada increasing the number of authorized shares of our common stock from 100,000,000 to 150,000,000. On August 19, 2021, we filed Articles of Amendment to our Articles of Incorporation in the State of Nevada increasing the number of authorized shares of our common stock from 150,000,000 to 200,000,000. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
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 three years to five 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 obligation to make lease payments is also listed as separate line items on our consolidated balance sheets. As of September 30, 2022 and December 31, 2021, total operating and financed right-of-use assets were $397,850 and $128,589, and $641,306 and $201,902, respectively. As of September 30, 2022 and 2021, we recorded $73,313 and $237,423, respectively, 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 are as follows: For the Nine Months Ended September 30, Cash paid for operating lease liabilities $ 316,597 Weighted-average remaining lease term 3.2 years Weighted-average discount rate 6.25 % Minimum future lease payments ended September 30, 2022 2022 (remainder of the year) $ 97,360 2023 301,029 2024 16,236 2025 5,251 2026 1,590 421,466 Less imputed interest (22,376) Total lease liabilities $ 399,090 Information related to our financed lease liabilities are as follows: For the Nine Months Ended September 30, Cash paid for finance lease liabilities $ 92,622 Weighted-average remaining lease term 1.6 years Weighted-average discount rate 6.25 % Minimum future lease payments ended September 30, 2022 2022 (remainder of the year) $ 25,276 2023 84,127 2024 31,220 140,623 Less imputed interest (8,106) Total lease liabilities $ 132,517 |
Leases | Leases We have entered into operating and finance leases primarily for real estate and equipment rental. These leases have terms which range from three years to five 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 obligation to make lease payments is also listed as separate line items on our consolidated balance sheets. As of September 30, 2022 and December 31, 2021, total operating and financed right-of-use assets were $397,850 and $128,589, and $641,306 and $201,902, respectively. As of September 30, 2022 and 2021, we recorded $73,313 and $237,423, respectively, 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 are as follows: For the Nine Months Ended September 30, Cash paid for operating lease liabilities $ 316,597 Weighted-average remaining lease term 3.2 years Weighted-average discount rate 6.25 % Minimum future lease payments ended September 30, 2022 2022 (remainder of the year) $ 97,360 2023 301,029 2024 16,236 2025 5,251 2026 1,590 421,466 Less imputed interest (22,376) Total lease liabilities $ 399,090 Information related to our financed lease liabilities are as follows: For the Nine Months Ended September 30, Cash paid for finance lease liabilities $ 92,622 Weighted-average remaining lease term 1.6 years Weighted-average discount rate 6.25 % Minimum future lease payments ended September 30, 2022 2022 (remainder of the year) $ 25,276 2023 84,127 2024 31,220 140,623 Less imputed interest (8,106) Total lease liabilities $ 132,517 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The consolidated financial statements presented are for Inuvo and its subsidiaries. The accompanying unaudited consolidated financial statements have been prepared based upon SEC rules that permit reduced disclosure for interim periods. Certain information and footnote disclosures have been condensed or omitted in accordance with those rules and regulations. The accompanying consolidated balance sheet as of December 31, 2021, was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States ("GAAP"). In our opinion, these consolidated financial statements reflect all adjustments that are necessary for a fair presentation of results of operations and financial condition for the interim periods shown including normal recurring accruals and other items. The results for the interim periods are not necessarily indicative of results for the full year. For a more complete discussion of significant accounting policies and certain other information, this report should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on March 17, 2022. |
Use of estimates | Use of estimates The preparation of financial statements, in accordance with GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, net revenues and expenses and disclosure of contingent assets and liabilities. The estimates and assumptions used in the accompanying consolidated financial statements are based upon management’s regular evaluation of the relevant facts and circumstances as of the date of the consolidated financial statements. We regularly evaluate estimates and assumptions related to capitalized labor, 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. |
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. We subsequently settle these transactions with our 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. |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet AdoptedIn June 2016, the 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 for 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. We are currently evaluating the potential impact of this new standard to our consolidated financial statements. |
Reclassification | Reclassification:We have reclassified amounts pertaining to marketable securities on the statement of cash flows for the nine months ended September 30, 2021 to conform to the current period's presentation. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Revenue from Products and Services | The below table is the proportion of revenue that is generated through advertisements on our ValidClick (Search and Social) and IntentKey (Programmatic) platforms: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 ValidClick Platform $ 11,376,654 66.6 % $ 11,742,855 69.7 % $ 35,895,754 61.5 % $ 29,955,169 74.7 % IntentKey Platform 5,695,535 33.4 % 5,098,180 30.3 % 22,437,105 38.5 % $ 10,139,258 25.3 % Total $ 17,072,189 100.0 % $ 16,841,035 100.0 % $ 58,332,859 100.0 % $ 40,094,427 100.0 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Investments and Assets at Fair Value | Investment Assets at Fair Value Investment Assets at Fair Value As of September 30, 2022 As of December 31, 2021 Level 1 Total Level 1 Total Debt securities $ 888,928 $ 888,928 $ 959,207 $ 959,207 Equity securities $ 1,601,669 $ 1,601,669 $ 1,828,284 $ 1,828,284 Cash equivalents $ 1,756,382 $ 1,756,382 $ 5,222,759 $ 5,222,759 Total Investments at Fair Value $ 4,246,979 $ 4,246,979 $ 8,010,250 $ 8,010,250 As of September 30, 2022 As of December 31, 2022 Cost Unrealized Gain (Loss) Fair Value Cost Unrealized Gain (Loss) Fair Value Marketable securities Debt securities $ 1,021,430 $ (132,502) $ 888,928 $ 905,470 $ 53,737 $ 959,207 Equity securities 2,216,621 (614,952) 1,601,669 2,100,305 (272,021) 1,828,284 Total marketable securities $ 2,490,597 $ 2,787,491 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Net Carrying Value of Property and Equipment | The net carrying value of property and equipment was as follows as of: September 30, 2022 December 31, 2021 Furniture and fixtures $ 293,152 $ 293,152 Equipment 1,263,308 1,164,671 Capitalized internal use and purchased software 14,125,059 12,914,820 Leasehold improvements 461,325 458,885 Subtotal 16,142,844 14,831,528 Less: accumulated depreciation and amortization (14,449,437) (13,324,762) Total $ 1,693,407 $ 1,506,766 |
Other Intangible Assets and G_2
Other Intangible Assets and Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 September 30, 2022: Term Carrying Accumulated Amortization and Impairment Net Carrying Value Year-to-date Amortization Customer list, Google 20 years $ 8,820,000 $ (4,667,250) $ 4,152,750 $ 330,750 Technology 5 years 3,600,000 (3,600,000) — 60,000 Customer list, ReTargeter 5 years 1,931,250 (1,223,126) 708,124 289,688 Customer list, all other 10 years 1,610,000 (1,610,000) — 26,794 Brand name, ReTargeter 5 years 643,750 (407,708) 236,042 96,562 Customer relationships 20 years 570,000 (161,500) 408,500 21,375 Trade names, web properties (1) - 390,000 — 390,000 — Intangible assets classified as long-term $ 17,565,000 $ (11,669,584) $ 5,895,416 $ 825,169 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. |
Schedule of Amortization Expense | Amortization expense over the next five years and thereafter is as follows: 2022 (remainder of year) $ 246,125 2023 984,500 2024 769,917 2025 469,500 2026 469,500 Thereafter 2,565,876 Total $ 5,505,418 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | The accrued expenses and other current liabilities consist of the following as of: September 30, 2022 December 31, 2021 Accrued marketing costs $ 4,404,234 $ 4,267,980 Accrued expenses and other 1,006,427 956,998 Accrued payroll and commission liabilities 864,239 121,533 Arkansas grant contingency 5,000 10,000 Accrued taxes, current portion 1,638 17,880 Total $ 6,281,538 $ 5,374,391 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Grants Outstanding | The following table summarizes the stock grants outstanding under the 2017 ECP and the 2010 Equity Compensation Plan (“2010 ECP”) for the nine months ended September 30, 2022: Options Outstanding RSUs Outstanding Options and RSUs Exercised Available Shares Total Awards Authorized 2017 ECP 100,000 4,913,339 4,560,799 14,975,862 24,550,000 2010 ECP (*) — — 5,011,511 — 5,011,511 Total 100,000 4,913,339 9,572,310 14,975,862 29,561,511 (*) Expired April 2020 |
Schedule of Stock Option Award Activity | The following table summarizes the activity of stock option awards for the nine months ended September 30, 2022: Shares Subject to Options Outstanding Number of Shares Weighted Average Exercise Price Outstanding, beginning of period 1,500 $ 0.56 Stock options exercised — $ — Stock options granted 100,000 $ 0.52 Stock options canceled (1,500) $ 0.56 Outstanding, end of period 100,000 0.52 Exercisable, end of period 100,000 0.52 |
Schedule of Nonvested Restricted Stock Units Activity | The following table summarizes the activities for our RSUs for the nine months ended September 30, 2022: RSUs Number of Shares Weighted Average Grant Date Fair Value Outstanding, beginning of period 3,960,001 $ 1.33 Granted 2,960,000 $ 0.41 Vested (1,826,661) $ 1.34 Canceled (180,001) $ 0.95 Outstanding, end of period 4,913,339 $ 0.79 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Schedule of Information Relating to Leases | Information related to our operating lease liabilities are as follows: For the Nine Months Ended September 30, Cash paid for operating lease liabilities $ 316,597 Weighted-average remaining lease term 3.2 years Weighted-average discount rate 6.25 % Information related to our financed lease liabilities are as follows: For the Nine Months Ended September 30, Cash paid for finance lease liabilities $ 92,622 Weighted-average remaining lease term 1.6 years Weighted-average discount rate 6.25 % |
Schedule of Operating Lease Maturity | Minimum future lease payments ended September 30, 2022 2022 (remainder of the year) $ 97,360 2023 301,029 2024 16,236 2025 5,251 2026 1,590 421,466 Less imputed interest (22,376) Total lease liabilities $ 399,090 |
Schedule of Finance Lease Liability | Minimum future lease payments ended September 30, 2022 2022 (remainder of the year) $ 25,276 2023 84,127 2024 31,220 140,623 Less imputed interest (8,106) Total lease liabilities $ 132,517 |
Organization and Business - Nar
Organization and Business - Narrative (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jan. 22, 2021 USD ($) shares | Jan. 19, 2021 USD ($) shares | Mar. 31, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) patent | Dec. 31, 2021 USD ($) | May 28, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||||
Number of patents issued | patent | 17 | ||||||
Number of pending patents | patent | 8 | ||||||
Cash, cash equivalents, and marketable securities | $ 7,700,000 | $ 7,700,000 | |||||
Net working capital | 5,900,000 | 5,900,000 | |||||
Accumulated deficit | 153,080,771 | 153,080,771 | $ 143,951,019 | ||||
Sale of stock, consideration received on transaction | $ 6,250,000 | $ 8,000,000 | |||||
Shares authorized amount (in shares) | shares | 5,681,817 | 13,333,334 | |||||
Payments to acquire investments | $ 2,000,000 | ||||||
Cash deposited, interest-bearing | $ 10,000,000 | ||||||
Sales Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Sale of stock, consideration received on transaction, authorized amount | $ 35,000,000 | ||||||
Number of days for advance notice | 10 days | ||||||
Commission fee, percent | 3% | ||||||
Money Market Funds and Marketable Debt and Equity Securities | |||||||
Debt Instrument [Line Items] | |||||||
Deposits | $ 4,200,000 | $ 4,200,000 | |||||
Net Revenue | Customer Concentration Risk | Customer One | |||||||
Debt Instrument [Line Items] | |||||||
Percentage of concentration risk | 33.10% | 26.10% | |||||
Net Revenue | Customer Concentration Risk | Customer Two | |||||||
Debt Instrument [Line Items] | |||||||
Percentage of concentration risk | 30% | 26.40% | |||||
Net Revenue | Customer Concentration Risk | Customer Three | |||||||
Debt Instrument [Line Items] | |||||||
Percentage of concentration risk | 10.90% | 9.10% | |||||
Net Revenue | Customer Concentration Risk | Customer One, Two, and Three | |||||||
Debt Instrument [Line Items] | |||||||
Percentage of concentration risk | 74% | 61.60% | |||||
Accounts Receivable | Customer Concentration Risk | Customer One, Two, and Three | |||||||
Debt Instrument [Line Items] | |||||||
Percentage of concentration risk | 70.30% | 34.30% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary of Revenue from Products and Services (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Net revenue | $ 17,072,189 | $ 16,841,035 | $ 58,332,859 | $ 40,094,427 |
Percentage of total revenue | 100% | 100% | 100% | 100% |
ValidClick Platform | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | $ 11,376,654 | $ 11,742,855 | $ 35,895,754 | $ 29,955,169 |
Percentage of total revenue | 66.60% | 69.70% | 61.50% | 74.70% |
IntentKey Platform | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | $ 5,695,535 | $ 5,098,180 | $ 22,437,105 | $ 10,139,258 |
Percentage of total revenue | 33.40% | 30.30% | 38.50% | 25.30% |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Investments at Fair Value (Details) - Fair Value, Recurring - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities | $ 888,928 | $ 959,207 |
Equity securities | 1,601,669 | 1,828,284 |
Cash equivalents | 1,756,382 | 5,222,759 |
Total Investments at Fair Value | 4,246,979 | 8,010,250 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities | 888,928 | 959,207 |
Equity securities | 1,601,669 | 1,828,284 |
Cash equivalents | 1,756,382 | 5,222,759 |
Total Investments at Fair Value | $ 4,246,979 | $ 8,010,250 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Cash Equivalents and Marketable Securities (Details) - Fair Value, Recurring - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, fair value | $ 888,928 | $ 959,207 |
Equity securities, fair value | 1,601,669 | 1,828,284 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, cost | 1,021,430 | 905,470 |
Debt securities, unrealized gain (loss) | (132,502) | 53,737 |
Debt securities, fair value | 888,928 | 959,207 |
Equity securities, cost | 2,216,621 | 2,100,305 |
Equity securities, unrealized gain (loss) | (614,952) | (272,021) |
Equity securities, fair value | 1,601,669 | 1,828,284 |
Total marketable securities | $ 2,490,597 | $ 2,787,491 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||||
Subtotal | $ 16,142,844 | $ 16,142,844 | $ 14,831,528 | ||
Less: accumulated depreciation and amortization | (14,449,437) | (14,449,437) | (13,324,762) | ||
Total | 1,693,407 | 1,693,407 | 1,506,766 | ||
Depreciation expense | 394,942 | $ 325,112 | 1,124,674 | $ 944,746 | |
Furniture and fixtures | |||||
Property, Plant and Equipment [Line Items] | |||||
Subtotal | 293,152 | 293,152 | 293,152 | ||
Equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Subtotal | 1,263,308 | 1,263,308 | 1,164,671 | ||
Capitalized internal use and purchased software | |||||
Property, Plant and Equipment [Line Items] | |||||
Subtotal | 14,125,059 | 14,125,059 | 12,914,820 | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Subtotal | $ 461,325 | $ 461,325 | $ 458,885 |
Other Intangible Assets and G_3
Other Intangible Assets and Goodwill - Schedule of Goodwill and Intangible Assets (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Schedule of Finite-Lived Intangible Assets and Goodwill [Line Items] | ||
Net Carrying Value | $ 5,505,418 | |
Year-to-date Amortization | 825,169 | |
Trade names, web properties | 390,000 | |
Intangible assets classified as long-term | ||
Carrying Value | 17,565,000 | |
Accumulated Amortization and Impairment | (11,669,584) | |
Net Carrying Value | 5,895,416 | $ 6,720,585 |
Goodwill, Impaired, Accumulated Impairment Loss | ||
Carrying Value | 9,853,342 | |
Net Carrying Value | $ 9,853,342 | $ 9,853,342 |
Customer list, Google | ||
Schedule of Finite-Lived Intangible Assets and Goodwill [Line Items] | ||
Term | 20 years | |
Carrying Value | $ 8,820,000 | |
Accumulated Amortization and Impairment | (4,667,250) | |
Net Carrying Value | 4,152,750 | |
Year-to-date Amortization | $ 330,750 | |
Technology | ||
Schedule of Finite-Lived Intangible Assets and Goodwill [Line Items] | ||
Term | 5 years | |
Carrying Value | $ 3,600,000 | |
Accumulated Amortization and Impairment | (3,600,000) | |
Net Carrying Value | 0 | |
Year-to-date Amortization | $ 60,000 | |
Customer list, ReTargeter | ||
Schedule of Finite-Lived Intangible Assets and Goodwill [Line Items] | ||
Term | 5 years | |
Carrying Value | $ 1,931,250 | |
Accumulated Amortization and Impairment | (1,223,126) | |
Net Carrying Value | 708,124 | |
Year-to-date Amortization | $ 289,688 | |
Customer list, all other | ||
Schedule of Finite-Lived Intangible Assets and Goodwill [Line Items] | ||
Term | 10 years | |
Carrying Value | $ 1,610,000 | |
Accumulated Amortization and Impairment | (1,610,000) | |
Net Carrying Value | 0 | |
Year-to-date Amortization | $ 26,794 | |
Brand name, ReTargeter | ||
Schedule of Finite-Lived Intangible Assets and Goodwill [Line Items] | ||
Term | 5 years | |
Carrying Value | $ 643,750 | |
Accumulated Amortization and Impairment | (407,708) | |
Net Carrying Value | 236,042 | |
Year-to-date Amortization | $ 96,562 | |
Customer relationships | ||
Schedule of Finite-Lived Intangible Assets and Goodwill [Line Items] | ||
Term | 20 years | |
Carrying Value | $ 570,000 | |
Accumulated Amortization and Impairment | (161,500) | |
Net Carrying Value | 408,500 | |
Year-to-date Amortization | $ 21,375 |
Other Intangible Assets and G_4
Other Intangible Assets and Goodwill - Amortization Expense (Details) | Sep. 30, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 (remainder of year) | $ 246,125 |
2023 | 984,500 |
2024 | 769,917 |
2025 | 469,500 |
2026 | 469,500 |
Thereafter | 2,565,876 |
Net Carrying Value | $ 5,505,418 |
Bank Debt (Details)
Bank Debt (Details) - Hitachi Capital America Corp. - USD ($) | Mar. 12, 2020 | Feb. 28, 2020 | Sep. 30, 2022 |
Debt Instrument [Line Items] | |||
Commitment fee | $ 50,000 | ||
Balance due, term | 6 months | ||
Annual commitment fee amount | $ 15,000 | ||
Quarterly service fee (as a percentage) | 0.30% | ||
Outstanding balance | $ 0 | ||
Percentage due upon execution of agreement | 50% | ||
Loan And Security Agreement | |||
Debt Instrument [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 5,000,000 | ||
Percentage of aggregate eligible accounts receivable | 90% | ||
Percentage of aggregate unbilled accounts receivable | 75% | ||
Percentage of amount available to borrow under maximum credit commitment | 50% | ||
Stated interest rate | 6.75% | ||
Monthly Interest | Loan And Security Agreement | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 2% |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued marketing costs | $ 4,404,234 | $ 4,267,980 |
Accrued expenses and other | 1,006,427 | 956,998 |
Accrued payroll and commission liabilities | 864,239 | 121,533 |
Arkansas grant contingency | 5,000 | 10,000 |
Accrued taxes, current portion | 1,638 | 17,880 |
Total | $ 6,281,538 | $ 5,374,391 |
Commitments (Details)
Commitments (Details) - USD ($) | 9 Months Ended | ||
Sep. 17, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Other Commitments [Line Items] | |||
Referral and support services agreement advance | $ 1,500,000 | $ 875,000 | $ 1,100,000 |
Referral agreement term | 5 years | ||
Amortization of referral agreement as marketing expense | $ 325,000 | ||
Number of securities called by each warrant or right (in shares) | 300,000 | ||
Vesting period | 2 years | ||
Current Asset | |||
Other Commitments [Line Items] | |||
Referral and support services agreement advance | $ 300,000 | ||
Other Assets | |||
Other Commitments [Line Items] | |||
Referral and support services agreement advance | $ 1,200,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Deferred tax asset | $ 35,576,360 | |
Valuation allowance | 33,988,760 | $ 33,988,760 |
Deferred tax liability | 1,694,600 | |
Net deferred tax liability composed of indefinite lived intangible assets | $ 107,000 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Jun. 16, 2022 | Jan. 01, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Option and restricted stock unit vesting period (up to) | 3 years | |||||
Number of shares reserved for issuance (in shares) | 29,561,511 | 29,561,511 | ||||
Stock based compensation | $ 535,457 | $ 613,544 | $ 1,890,991 | $ 1,566,016 | ||
Compensation cost related to non vested awards not yet recognized | $ 2,762,270 | $ 2,762,270 | ||||
Average remaining expense recognition period | 1 year | |||||
2017 ECP | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Increase in shares of common stock reserved for grants (in shares) | 15,000,000 | 150,000 | ||||
Number of shares reserved for issuance (in shares) | 24,550,000 | 24,550,000 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Grants (Details) - shares | Sep. 30, 2022 | Dec. 31, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding (in shares) | 100,000 | 1,500 |
RSUs Outstanding (in shares) | 4,913,339 | |
Options and RSUs Exercised (in shares) | 9,572,310 | |
Available Shares (in shares) | 14,975,862 | |
Total Awards Authorized (in shares) | 29,561,511 | |
2017 ECP | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding (in shares) | 100,000 | |
RSUs Outstanding (in shares) | 4,913,339 | |
Options and RSUs Exercised (in shares) | 4,560,799 | |
Available Shares (in shares) | 14,975,862 | |
Total Awards Authorized (in shares) | 24,550,000 | |
2010 ECP | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding (in shares) | 0 | |
RSUs Outstanding (in shares) | 0 | |
Options and RSUs Exercised (in shares) | 5,011,511 | |
Available Shares (in shares) | 0 | |
Total Awards Authorized (in shares) | 5,011,511 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Outstanding Options (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Number of Shares | |
Outstanding beginning balance (in shares) | shares | 1,500 |
Stock options exercised (in shares) | shares | 0 |
Stock options granted (in shares) | shares | 100,000 |
Stock options canceled (in shares) | shares | (1,500) |
Outstanding ending balance (in shares) | shares | 100,000 |
Stock options exercisable (in shares) | shares | 100,000 |
Weighted Average Exercise Price | |
Outstanding beginning balance (in usd per share) | $ / shares | $ 0.56 |
Stock options exercised (in usd per share) | $ / shares | 0 |
Stock options granted (in usd per share) | $ / shares | 0.52 |
Stock options canceled (in usd per share) | $ / shares | 0.56 |
Outstanding ending balance (in usd per share) | $ / shares | 0.52 |
Stock options exercisable (in usd per share) | $ / shares | $ 0.52 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Unvested RSU (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Number of Shares | |
Outstanding, end of period (in shares) | 4,913,339 |
Restricted Stock Units | |
Number of Shares | |
Outstanding, beginning of period (in shares) | 3,960,001 |
Granted (in shares) | 2,960,000 |
Vested (in shares) | (1,826,661) |
Canceled (in shares) | (180,001) |
Outstanding, end of period (in shares) | 4,913,339 |
Weighted Average Grant Date Fair Value | |
Outstanding, beginning of year (in usd per share) | $ / shares | $ 1.33 |
Grants (in usd per share) | $ / shares | 0.41 |
Vested (in usd per share) | $ / shares | 1.34 |
Canceled (in usd per share) | $ / shares | 0.95 |
Outstanding, end of year (in usd per share) | $ / shares | $ 0.79 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 9 Months Ended | |||||||
Aug. 31, 2022 shares | Sep. 17, 2021 USD ($) $ / shares tranche shares | Sep. 30, 2022 USD ($) shares | Sep. 30, 2021 USD ($) | Dec. 31, 2021 shares | Aug. 19, 2021 shares | Jan. 07, 2021 shares | Jan. 06, 2021 shares | |
Class of Warrant or Right [Line Items] | ||||||||
Referral agreement term | 5 years | |||||||
Class of warrant or right, granted in period (in shares) | 300,000 | |||||||
Exercise price of warrant (in usd per share) | $ / shares | $ 0.72 | |||||||
Number of tranches | tranche | 2 | |||||||
Warrants outstanding | $ | $ 149,551 | |||||||
Warrants outstanding, term | 7 years | |||||||
Shares vested (in shares) | 85,862 | |||||||
Stock warrant expense | $ | $ 28,477 | $ 0 | ||||||
Common stock shares authorized (in shares) | 200,000,000 | 200,000,000 | 200,000,000 | 150,000,000 | 100,000,000 | |||
Measurement Input, Implied Volatility | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants outstanding, measurement input | 1 | |||||||
Measurement Input, Share Price | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants outstanding, measurement input | $ / shares | 0.71 | |||||||
Measurement Input, Risk-free Yield | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants outstanding, measurement input | 0.0117 | |||||||
Maximum | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Referral agreement term | 5 years |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Lessee, Lease, Description [Line Items] | |||
Right of use assets - operating lease | $ 397,850 | $ 641,306 | |
Right of use assets - finance lease | 128,589 | $ 201,902 | |
Finance lease amortization expense | $ 73,313 | $ 237,423 | |
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Term of contract | 3 years | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Term of contract | 5 years |
Leases - Operating Leases (Deta
Leases - Operating Leases (Details) | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Leases [Abstract] | |
Cash paid for operating lease liabilities | $ 316,597 |
Weighted-average remaining lease term | 3 years 2 months 12 days |
Weighted-average discount rate | 6.25% |
Minimum future lease payments ended September 30, 2022 | |
2022 (remainder of the year) | $ 97,360 |
2023 | 301,029 |
2024 | 16,236 |
2025 | 5,251 |
2026 | 1,590 |
Payments due | 421,466 |
Less imputed interest | (22,376) |
Total lease liabilities | $ 399,090 |
Leases - Finance Leases (Detail
Leases - Finance Leases (Details) | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Leases [Abstract] | |
Cash paid for finance lease liabilities | $ 92,622 |
Weighted-average remaining lease term | 1 year 7 months 6 days |
Weighted-average discount rate | 6.25% |
Minimum future lease payments ended September 30, 2022 | |
2022 (remainder of the year) | $ 25,276 |
2023 | 84,127 |
2024 | 31,220 |
Payments due | 140,623 |
Less imputed interest | (8,106) |
Total lease liabilities | $ 132,517 |