Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 04, 2023 | |
Cover [Abstract] | ||
Entity Registrant Name | Inuvo, Inc. | |
Entity Central Index Key | 0000829323 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Jun. 30, 2023 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
Entity Common Stock Shares Outstanding | 0 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-32442 | |
Entity Incorporation State Country Code | NV | |
Entity Tax Identification Number | 87-0450450 | |
Entity Address Address Line 1 | 500 President Clinton Ave. | |
Entity Address Address Line 2 | 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 | |
Security 12b Title | Common stock | |
Trading Symbol | INUV | |
Security Exchange Name | NYSEAMER | |
Entity Interactive Data Current | Yes |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 5,045,112 | $ 2,931,415 |
Marketable securities - short term | 0 | 1,529,464 |
Accounts receivable, net of allowance for doubtful accounts of $1,762,998 and $1,440,678, respectively. | 10,795,658 | 11,119,892 |
Prepaid expenses and other current assets | 828,601 | 798,977 |
Total current assets | 16,669,371 | 16,379,748 |
Property and equipment, net | 1,680,448 | 1,668,972 |
Other assets | ||
Goodwill | 9,853,342 | 9,853,342 |
Intangible assets, net of accumulated amortization | 5,157,041 | 5,649,291 |
Referral and support services agreement advance | 650,000 | 800,000 |
Marketable securities - long term | 0 | 660,126 |
Right of use assets - operating lease | 128,689 | 310,162 |
Right of use assets - finance lease | 110,738 | 168,750 |
Other assets | 35,170 | 66,919 |
Total other assets | 15,934,980 | 17,508,590 |
Total assets | 34,284,799 | 35,557,310 |
Current liabilities | ||
Accounts payable | 6,192,824 | 8,044,802 |
Accrued expenses and other current liabilities | 8,241,372 | 5,162,458 |
Lease liability - operating lease | 119,624 | 287,523 |
Lease liability - finance lease | 74,097 | 101,003 |
Total current liabilities | 14,627,917 | 13,595,786 |
Long-term liabilities | ||
Deferred tax liability | 107,000 | 107,000 |
Lease liability - operating lease | 10,331 | 23,878 |
Lease liability - finance lease | 33,344 | 70,597 |
Other long-term liabilities | 3,555 | 10,733 |
Total long-term liabilities | 154,230 | 212,208 |
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 137,817,253 and 120,137,124, respectively. | 137,818 | 120,138 |
Additional paid-in capital | 183,239,735 | 178,771,604 |
Accumulated other comprehensive loss | 0 | (84,868) |
Accumulated deficit | (163,874,901) | (157,057,558) |
Total stockholders' equity | 19,502,652 | 21,749,316 |
Total liabilities and stockholders' equity | $ 34,284,799 | $ 35,557,310 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
CONSOLIDATED BALANCE SHEETS | ||
Allowance for doubtful accounts | $ 1,762,998 | $ 1,440,678 |
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) | 137,817,253 | 120,137,124 |
Common stock shares outstanding (in shares) | 137,817,253 | 120,137,124 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) | ||||
Net revenue | $ 16,651,405 | $ 22,651,305 | $ 28,498,845 | $ 41,260,672 |
Cost of revenue | 2,368,540 | 9,273,589 | 5,559,103 | 17,935,095 |
Gross profit | 14,282,865 | 13,377,716 | 22,939,742 | 23,325,577 |
Operating expenses | ||||
Marketing costs | 12,056,616 | 10,988,409 | 19,144,166 | 18,157,858 |
Compensation | 3,253,416 | 3,215,890 | 6,676,257 | 6,373,596 |
General and administrative | 2,311,885 | 2,011,237 | 3,893,774 | 3,737,909 |
Total operating expenses | 17,621,917 | 16,215,536 | 29,714,197 | 28,269,363 |
Operating loss | (3,339,052) | (2,837,820) | (6,774,455) | (4,943,786) |
Financing expense, net | (38,186) | 3,070 | (57,306) | 2,071 |
Other income (expense), net | 0 | (395,177) | 14,418 | (377,475) |
Net loss | (3,377,238) | (3,229,927) | (6,817,343) | (5,319,190) |
Other comprehensive income | ||||
Unrealized gain (loss) on marketable securities | 0 | (124,253) | 84,868 | (222,409) |
Comprehensive loss | $ (3,377,238) | $ (3,354,180) | $ (6,732,475) | $ (5,541,599) |
Per common share data Basic and diluted: | ||||
Net loss per share (basic and diluted) | $ (0.03) | $ (0.03) | $ (0.05) | $ (0.04) |
Weighted average shares | ||||
Basic | 127,249,916 | 119,827,944 | 124,115,098 | 118,788,819 |
Diluted | 127,249,916 | 119,827,944 | 124,115,098 | 118,788,819 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Operating activities | ||
Net loss | $ (6,817,343) | $ (5,319,190) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,317,203 | 1,308,776 |
Depreciation-Right of Use Assets - Financing | 58,013 | 48,697 |
Stock based compensation | 935,145 | 1,355,534 |
Amortization of financing fees | 2,084 | 2,500 |
Provision (recovery) of doubtful accounts | 322,320 | 20,086 |
Loss (gain) on marketable securities | (14,418) | 377,475 |
Stock warrant expense | (8,598) | 12,945 |
Derecognition of contingency and grant | 0 | (10,000) |
Change in operating assets and liabilities: | ||
Accounts receivable | 1,913 | (3,849,084) |
Referral and support services agreement advance | 150,000 | 150,000 |
Prepaid expenses, unbilled revenue and other assets | 2,126 | 333,820 |
Accrued expenses and other liabilities | 3,069,680 | 1,597,637 |
Accounts payable | (1,851,978) | 1,401,820 |
Net cash used in operating activities | (2,833,853) | (2,568,984) |
Investing activities: | ||
Purchases of equipment and capitalized development costs | (836,428) | (911,443) |
Purchase of marketable securities | 0 | (1,600,121) |
Proceeds from the sale of marketable securities | 2,288,873 | 1,155,912 |
Net cash provided by (used in) investing activities | 1,452,445 | (1,355,652) |
Financing activities: | ||
Gross proceeds from line of credit | 592,868 | 0 |
Repayments on line of credit | (592,868) | 0 |
Payments on finance lease obligations | (64,159) | (49,737) |
Proceeds from at-the-market sales | 61,136 | 0 |
Capital raise, net of issuance costs | 3,665,000 | 0 |
Net taxes paid on restricted stock unit grants exercised | (166,872) | (128,521) |
Net cash provided by/(used in) financing activities | 3,495,105 | (178,258) |
Net change - cash | 2,113,697 | (4,102,894) |
Cash and cash equivalent, beginning of year | 2,931,415 | 10,475,964 |
Cash and cash equivalent, end of period | 5,045,112 | 6,373,070 |
Supplemental information: | ||
Interest paid | $ 67,532 | $ 12,625 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($) | Total | Common Stock | Additional Paid in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
Balance, shares at Dec. 31, 2021 | 118,747,447 | ||||
Balance, amount at Dec. 31, 2021 | $ 32,807,995 | $ 118,748 | $ 176,586,529 | $ (143,951,019) | $ 53,737 |
Net loss | (2,089,263) | (2,089,263) | |||
Unrealized loss on debt securities | (98,156) | (98,156) | |||
Stock-based compensation | 671,158 | 671,158 | |||
Stock issued for vested restricted stock awards, shares | 1,059,755 | ||||
Stock issued for vested restricted stock awards, amount | 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 | |||
Balance, shares at Mar. 31, 2022 | 119,807,202 | ||||
Balance, amount at Mar. 31, 2022 | 31,175,697 | $ 119,808 | 177,140,590 | (146,040,282) | (44,419) |
Balance, shares at Dec. 31, 2021 | 118,747,447 | ||||
Balance, amount at Dec. 31, 2021 | 32,807,995 | $ 118,748 | 176,586,529 | (143,951,019) | 53,737 |
Net loss | (5,319,190) | ||||
Unrealized loss on debt securities | (222,409) | ||||
Balance, shares at Jun. 30, 2022 | 119,873,868 | ||||
Balance, amount at Jun. 30, 2022 | 28,506,355 | $ 119,874 | 177,825,362 | (149,270,209) | (168,672) |
Balance, shares at Mar. 31, 2022 | 119,807,202 | ||||
Balance, amount at Mar. 31, 2022 | 31,175,697 | $ 119,808 | 177,140,590 | (146,040,282) | (44,419) |
Net loss | (3,229,927) | (3,229,927) | |||
Unrealized loss on debt securities | (124,253) | (124,253) | |||
Stock-based compensation | 684,376 | 684,376 | |||
Stock issued for vested restricted stock awards, shares | 66,666 | ||||
Stock issued for vested restricted stock awards, amount | 0 | $ 66 | (66) | ||
Stock warrants issued for referral agreement | 462 | 462 | |||
Balance, shares at Jun. 30, 2022 | 119,873,868 | ||||
Balance, amount at Jun. 30, 2022 | 28,506,355 | $ 119,874 | 177,825,362 | (149,270,209) | (168,672) |
Balance, shares at Dec. 31, 2022 | 120,137,124 | ||||
Balance, amount at Dec. 31, 2022 | 21,749,316 | $ 120,138 | 178,771,604 | (157,057,558) | (84,868) |
Net loss | (3,440,105) | (3,440,105) | |||
Unrealized loss on debt securities | 84,868 | 84,868 | |||
Stock-based compensation | 432,084 | 432,084 | |||
Stock issued for vested restricted stock awards, shares | 1,503,238 | ||||
Stock issued for vested restricted stock awards, amount | 0 | $ 1,503 | (1,503) | ||
Shares withheld for taxes on vested restricted stock | (166,872) | (166,872) | |||
Reversal of expense related to a change in warrant vesting | (9,874) | (9,874) | |||
Balance, shares at Mar. 31, 2023 | 121,640,362 | ||||
Balance, amount at Mar. 31, 2023 | 18,649,417 | $ 121,641 | 179,025,439 | (160,497,663) | 0 |
Balance, shares at Dec. 31, 2022 | 120,137,124 | ||||
Balance, amount at Dec. 31, 2022 | 21,749,316 | $ 120,138 | 178,771,604 | (157,057,558) | (84,868) |
Net loss | (6,817,343) | ||||
Unrealized loss on debt securities | 84,868 | ||||
Balance, shares at Jun. 30, 2023 | 137,817,253 | ||||
Balance, amount at Jun. 30, 2023 | 19,502,652 | $ 137,818 | 183,239,735 | (163,874,901) | 0 |
Balance, shares at Mar. 31, 2023 | 121,640,362 | ||||
Balance, amount at Mar. 31, 2023 | 18,649,417 | $ 121,641 | 179,025,439 | (160,497,663) | 0 |
Net loss | (3,377,238) | (3,377,238) | |||
Unrealized loss on debt securities | 0 | ||||
Stock-based compensation | 503,061 | 503,061 | |||
Stock issued for vested restricted stock awards, shares | 3,333 | ||||
Stock issued for vested restricted stock awards, amount | 0 | $ 3 | (3) | ||
Stock warrants issued for referral agreement | 1,276 | 1,276 | |||
Capital raise, net of issuance costs, shares | 16,000,000 | ||||
Capital raise, net of issuance costs, amount | 3,665,000 | $ 16,000 | 3,649,000 | ||
AGP Closing at-the-market sale, shares | 173,558 | ||||
AGP Closing at-the-market sale | 61,136 | $ 174 | 60,962 | ||
Balance, shares at Jun. 30, 2023 | 137,817,253 | ||||
Balance, amount at Jun. 30, 2023 | $ 19,502,652 | $ 137,818 | $ 183,239,735 | $ (163,874,901) | $ 0 |
Organization and Business
Organization and Business | 6 Months Ended |
Jun. 30, 2023 | |
Organization and Business | |
Organization and Business | Note 1 – 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 client’s numerous world-renowned brands across industries. The Inuvo solution incorporates a proprietary form of artificial intelligence, or AI, branded the IntentKey. This patented technology is a model of the human language built from crawling public content on billions of webpages. The AI uses this model of the language to predict and action audiences based on the reasons why consumers are interested, not who the people are within those audiences. In this regard, the technology is designed for a consumer privacy conscious future while addressing 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 certain clients, Inuvo has also developed website services that have included proprietary digital properties collectively branded as Bonfire Publishing where content is created specifically to align with the audiences our clients are targeting. These publications provide information across a wide range of topics including health, finance, travel, careers, auto, education and lifestyle. These websites also provide the means to market test various Inuvo advertising technologies. Further, Inuvo provides campaign delivery services across all advertising platforms and channels. 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 19 issued and eight pending patents. Liquidity As of June 30, 2023, we had approximately $5 million in cash and cash equivalents and our net working capital was approximately $2 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 June 30, 2023, our accumulated deficit was $163.9 million. Our principal sources of liquidity are the sale of our common stock and our credit facility discussed in Note 6 - Bank Debt. On May 30, 2023, we raised $4.0 million in gross proceeds in a registered direct offering, before expenses, through the sale of an aggregate of 16,000,000 shares of our common stock The shares were offered pursuant to an effective shelf registration statement on Form S-3 (the “Shelf Registration Statement”) and a prospectus supplement relating to the offering was filed with the SEC on May 26, 2023. 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 June 30, 2023, our funds with the investment management company were approximately $467 thousand and were invested in cash and cash equivalent accounts. 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 $14,611,900. During the year ended December 31, 2021 and through March 31, 2023, 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. During the quarter ended June 30, 2023, we sold 173,558 shares for gross proceeds totaling $63,136 under the ATM Program and paid the Sales Agent a commission of $1,902. 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 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. Management plans to support the Company’s future operations and capital expenditures primarily through cash raised from the sale of stock in May 2023, cash generated from future operations and borrowings from the credit facility until reaching profitability. The credit facility is due upon demand and therefore there can be no assurances that sufficient borrowings will be available to support future operations until profitability is reached. 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. Customer concentration For the three-month period ending June 30, 2023, three customers accounted for 78.6% of our overall revenue at 54.0%, 16.9% and 7.7% and for the six-month period ending June 30, 2023, 73.5% of our overall revenue at 42.5%, 20.4% and 10.6%, respectively. Those same three customers accounted for 47.3% of our gross accounts receivable balance as of June 30, 2023. As of December 31, 2022, the same customers accounted for 23.9% of our gross accounts receivable balance. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 – 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, 2022, 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, 2022, which was filed with the SEC on March 9, 2023. 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 allowance for doubtful accounts, 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 - We generate revenue by identifying audiences and presenting advertisements on behalf of our customers. Ultimately, our customers are brands and merchants. We may contract directly with a brand or merchant, a Direct Customer or we may serve the ultimate customer through a contract with an agent, an Indirect Customer. Revenue is recognized when the contracted services are provided to a customer in an amount that reflects the consideration the Company expects to receive in exchange for those services. We charge our customers on a cents per thousand (CPM) basis, cost per click ("CPC") basis, or as a specific dollar charge. Revenue billed as CPM is generally programmatic digital advertising and is performed under a contract known as an Insertion Order (“IO”). Programmatic digital advertising revenue is recognized in part or fully in the period the IO is partially or fully executed. Revenue earned from placing an ad or an impression on websites, some of which we own, may be on a CPM or CPC basis. We recognize revenue from ad placement and serving impressions in the period in which they occur. The Company settles ad placement and CPC transactions with its customers net of any adjustments for poor traffic quality. Payments to advertising exchanges that provide access to digital inventory and to a lesser extent, payments to website publishers and app developers that host advertisements we serve are recognized as cost of revenue. The following table provides revenues for Direct Customers, Indirect Customers, and Consulting during the periods presented. For the Three Months Ended June 30, For the Six Months Ended June 30, 2023 2022 2023 2022 Direct Customers $ 3,306,788 19.8 % $ 11,560,450 51.0 % $ 7,226,562 25.4 % $ 22,286,019 54.0 % Indirect Customers 13,317,899 80.0 % 11,046,215 48.8 % 21,231,089 74.5 % 18,885,325 45.8 % Consulting 26,718 0.2 % 44,640 0.2 % 41,194 0.1 % 89,328 0.2 % Total $ 16,651,405 100.0 % $ 22,651,305 100.0 % $ 28,498,845 100.0 % $ 41,260,672 100.0 % Recently Adopted Accounting Pronouncements On January 1, 2023, we adopted Accounting Standards Code (ASC) No. 326, Financial Instruments-Credit Losses |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Measurements | |
Fair Value Measurements | Note 3 – 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 June 30, 2023 As of December 31, 2022 Level 1 Total Level 1 Total Debt securities $ 936,563 $ 936,563 Equity securities $ 1,253,027 $ 1,253,027 Cash equivalents $ 467,384 $ 467,384 $ 801 $ 801 Total Investments at Fair Value $ 467,384 $ 467,384 $ 2,190,391 $ 2,190,391 The cost, gross unrealized gains (losses) and fair value of marketable securities by major security type were as follows: As of December 31 2022 Cost Unrealized Gain (Loss) Fair Value Marketable securities Debt securities $ 1,021,431 $ (84,868 ) $ 936,563 Equity securities 1,776,773 (523,746 ) 1,253,027 Total marketable securities $ 2,189,590 |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2023 | |
Property and Equipment | |
Property and Equipment | Note 4 – Property and Equipment The net carrying value of property and equipment was as follows as of: June 30, 2023 December 31, 2022 Furniture and fixtures $ 293,152 $ 293,152 Equipment 1,274,851 1,265,752 Capitalized internal use and purchased software 15,330,939 14,503,608 Leasehold improvements 458,885 458,885 Subtotal 17,357,827 16,521,397 Less: accumulated depreciation and amortization (15,677,379 ) (14,852,425 ) Total $ 1,680,448 $ 1,668,972 During the six months ended June 30, 2023 and June 30, 2022, depreciation expense was $824,954 and $729,732, respectively. |
Other Intangible Assets and Goo
Other Intangible Assets and Goodwill | 6 Months Ended |
Jun. 30, 2023 | |
Other Intangible Assets and Goodwill | |
Other Intangible Assets and Goodwill | Note 5 – Other Intangible Assets and Goodwill The following is a schedule of intangible assets and goodwill as of June 30, 2023: Term Carrying Value Accumulated Amortization and Impairment Net Carrying Value Year-to-date Amortization Customer list, Google 20 years $ 8,820,000 $ (4,998,000 ) $ 3,822,000 $ 220,500 Technology 5 years 3,600,000 (3,600,000 ) 0 0 Customer list, ReTargeter 5 years 1,931,250 (1,512,813 ) 418,437 193,125 Customer list, all other 10 years 1,610,000 (1,610,000 ) 0 0 Brand name, ReTargeter 5 years 643,750 (504,271 ) 139,479 64,375 Customer relationships 20 years 570,000 (182,875 ) 387,125 14,250 Trade names, web properties (1) - 390,000 390,000 0 Intangible assets classified as long-term $ 17,565,000 $ (12,407,959 ) $ 5,157,041 $ 492,250 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: 2023 (remainder of year) $ 492,250 2024 769,917 2025 469,500 2026 469,500 2027 469,500 Thereafter 2,096,374 Total $ 4,767,041 |
Bank Debt
Bank Debt | 6 Months Ended |
Jun. 30, 2023 | |
Bank Debt | |
Bank Debt | Note 6 – Bank Debt On March 1, 2023, we entered into Amendment No. 1 to Loan and Security Agreement and Collateral Documents (“Agreement”) with Mitsubishi HC Capital America, Inc., f/k/a/ Hitachi Capital America Corp. (“MHCA”). Under the terms of the Agreement, MHCA has provided us with a $5,000,000 line of credit commitment. We are permitted to borrow up to 80% of the aggregate Eligible Accounts Receivable (which may increase to 85% if certain conditions are met), up to the maximum credit commitment of $5,000,000. We will pay MHCA monthly interest at the rate of 1.75% in excess of the Wall Street Journal Prime Rate. The principal and all accrued but unpaid interest are due on demand. In the event of a default under the terms of the Loan and Security Agreement, the interest rate increases to 6% greater than the interest rate in effect from time to time prior to a default. The Agreement contains certain affirmative and negative covenants to which we are also subject. We agreed to pay MHCA an amendment fee of $10,000 on issuance of the Agreement, and thereafter an annual commitment fee of $10,000. We are also obligated to pay MHCA a quarterly service fee of 0.20% on the monthly unused amount of the maximum credit line. If we terminate the Agreement (i) before February 28, 2024, we are obligated to pay MHCA an exit fee of $50,000, or (ii) after February 28, 2024 but before February 28, 2025, we are obligated to pay MHCA an exit fee of $25,000. The Loan and Security Agreement continues for an indefinite term. At June 30, 2023, there were no outstanding balances due under the Loan and Security Agreement. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2023 | |
Accrued Expenses and Other Current Liabilities | |
Accrued Expenses and Other Current Liabilities | Note 7 – Accrued Expenses and Other Current Liabilities The accrued expenses and other current liabilities consist of the following as of: June 30, 2023 December 31, 2022 Accrued marketing costs $ 6,226,698 $ 3,321,598 Accrued payroll and commission liabilities 1,012,366 782,441 Accrued expenses and other 997,537 1,044,664 Arkansas grant contingency _ 10,000 Accrued taxes, current portion 4,771 3,755 Total $ 8,241,372 $ 5,162,458 |
Commitments
Commitments | 6 Months Ended |
Jun. 30, 2023 | |
Commitments | |
Commitments | Note 8 – 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 in other current assets. The advance is being amortized as marketing expenses over five years. As of June 30, 2023, $550,000 has been amortized and the balance is $650,000. 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. In April 2022, we agreed to Amendment No. 2 ("amendment") to the agreement. The amendment replaced the quarterly support fees with a commission on quarterly cumulative programmatic revenue. The amendment also revised the cumulative target media spend and the associated commission. The total amount of commission recognized for the six months ended June 30, 2023 and 2022 was approximately $40,000 and $394,000, respectively. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Taxes | |
Income Taxes | Note 9 – Income Taxes We have no current income tax expense and incur only the minimum state taxes which are included in operating expenses. We have deferred tax assets of $41,453,068. 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 $40,042,968 for the deferred tax assets that may not be realized as of June 30, 2023 and December 31, 2022. We also have deferred tax liabilities totaling $1,517,100 as of June 30, 2023, 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. |
StockBased Compensation
StockBased Compensation | 6 Months Ended |
Jun. 30, 2023 | |
StockBased Compensation | |
Stock-Based Compensation | Note 10 – 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 2023 and 2022 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 June 30, 2023, the total number of authorized shares of our common stock under the 2017 ECP was 24,550,000. Compensation Expense For the six months ended June 30, 2023 and June 30, 2022, we recorded stock-based compensation expense for all equity incentive plans of $935,145 and $1,355,534 respectively. Total compensation cost not yet recognized at June 30, 2023 was $2,588,400, which will be recognized over a weighted-average recognition period of approximately three years. The following table summarizes the stock grants outstanding under 2017 ECP for the three months ended June 30, 2023: Options Outstanding RSUs Outstanding Options and RSUs Exercised Available Shares Total Awards Authorized Total — 6,893,349 6,600,788 11,055,863 24,550,000 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. The following table summarizes the activity of stock option awards for the six months ended June 30, 2023: Shares Subject to Options Outstanding Number of Shares Weighted A verage Exercise Price Outstanding, beginning of period 100,000 $ 0.52 Stock options canceled (100,000 ) $ 0.52 Outstanding, end of period — — The following table summarizes the activities for our RSUs for the six months ended June 30, 2023: RSUs Number of Shares Weighted Average Grant Date Fair Value Outstanding, beginning of period 4,913,339 $ 0.79 Granted 4,070,000 $ 0.31 Vested (2,039,989 ) $ 0.86 Cancelled (50,001 ) $ 0.54 Outstanding, end of period 6,893,349 $ 0.49 |
Stockholders Equity
Stockholders Equity | 6 Months Ended |
Jun. 30, 2023 | |
Stockholders Equity | |
Stockholders' Equity | Note 11 – 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 $0.72 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 second tranche, we recognized a credit of approximately $2,000 for the six-month period ended June 30, 2023 relating to a change in the probability of performance criteria being achieved. Earnings per Share For the three-month period ended June 30, 2023 and 2022, we generated a net loss from continuing operations and as a result, any potential common shares are anti-dilutive. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2023 | |
Leases | |
Leases | Note 12 – 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 June 30, 2023 and December 31, 2022, total operating and financed right-of-use assets were $128,689 and $110,738, and $310,162 and $168,750, respectively. For the six months ended June 30, 2023 and 2022, we recorded $58,013 and $48,697, 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 Six Months Ended June 30, Cash paid for operating lease liabilities $ 104,276 Weighted-average remaining lease term 2.57 years Weighted-average discount rate 6.25 % Minimum future lease payments ended June 30, 2023 2023 (remainder of year) $ 110,260 2024 16,638 2025 5,653 2026 1,993 134,544 Less imputed interest (4,589 ) Total lease liabilities $ 129,955 Information related to our financed lease liabilities are as follows: For the Six Months Ended June 30, Cash paid for finance lease liabilities $ 36,103 Weighted-average remaining lease term 1.63 years Weighted-average discount rate 6.25 % Minimum future lease payments ended June 30, 2023 2023 (remainder of the year) $ 36,957 2024 56,180 2025 18,490 111,627 Less imputed interest (4,186 ) Total lease liabilities $ 107,441 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
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, 2022, 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, 2022, which was filed with the SEC on March 9, 2023. |
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 allowance for doubtful accounts, 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 - We generate revenue by identifying audiences and presenting advertisements on behalf of our customers. Ultimately, our customers are brands and merchants. We may contract directly with a brand or merchant, a Direct Customer or we may serve the ultimate customer through a contract with an agent, an Indirect Customer. Revenue is recognized when the contracted services are provided to a customer in an amount that reflects the consideration the Company expects to receive in exchange for those services. We charge our customers on a cents per thousand (CPM) basis, cost per click ("CPC") basis, or as a specific dollar charge. Revenue billed as CPM is generally programmatic digital advertising and is performed under a contract known as an Insertion Order (“IO”). Programmatic digital advertising revenue is recognized in part or fully in the period the IO is partially or fully executed. Revenue earned from placing an ad or an impression on websites, some of which we own, may be on a CPM or CPC basis. We recognize revenue from ad placement and serving impressions in the period in which they occur. The Company settles ad placement and CPC transactions with its customers net of any adjustments for poor traffic quality. Payments to advertising exchanges that provide access to digital inventory and to a lesser extent, payments to website publishers and app developers that host advertisements we serve are recognized as cost of revenue. The following table provides revenues for Direct Customers, Indirect Customers, and Consulting during the periods presented. For the Three Months Ended June 30, For the Six Months Ended June 30, 2023 2022 2023 2022 Direct Customers $ 3,306,788 19.8 % $ 11,560,450 51.0 % $ 7,226,562 25.4 % $ 22,286,019 54.0 % Indirect Customers 13,317,899 80.0 % 11,046,215 48.8 % 21,231,089 74.5 % 18,885,325 45.8 % Consulting 26,718 0.2 % 44,640 0.2 % 41,194 0.1 % 89,328 0.2 % Total $ 16,651,405 100.0 % $ 22,651,305 100.0 % $ 28,498,845 100.0 % $ 41,260,672 100.0 % |
Recently Adopted Accounting Pronouncements | On January 1, 2023, we adopted Accounting Standards Code (ASC) No. 326, Financial Instruments-Credit Losses |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Summary of Significant Accounting Policies | |
Summary of Revenue from Products and Services | For the Three Months Ended June 30, For the Six Months Ended June 30, 2023 2022 2023 2022 Direct Customers $ 3,306,788 19.8 % $ 11,560,450 51.0 % $ 7,226,562 25.4 % $ 22,286,019 54.0 % Indirect Customers 13,317,899 80.0 % 11,046,215 48.8 % 21,231,089 74.5 % 18,885,325 45.8 % Consulting 26,718 0.2 % 44,640 0.2 % 41,194 0.1 % 89,328 0.2 % Total $ 16,651,405 100.0 % $ 22,651,305 100.0 % $ 28,498,845 100.0 % $ 41,260,672 100.0 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Measurements | |
Schedule of Investments and Assets at Fair Value | Investment Assets at Fair Value Investment Assets at Fair Value As of June 30, 2023 As of December 31, 2022 Level 1 Total Level 1 Total Debt securities $ 936,563 $ 936,563 Equity securities $ 1,253,027 $ 1,253,027 Cash equivalents $ 467,384 $ 467,384 $ 801 $ 801 Total Investments at Fair Value $ 467,384 $ 467,384 $ 2,190,391 $ 2,190,391 |
Schedule of unrealized gains losses and fair value of marketable securities | As of December 31 2022 Cost Unrealized Gain (Loss) Fair Value Marketable securities Debt securities $ 1,021,431 $ (84,868 ) $ 936,563 Equity securities 1,776,773 (523,746 ) 1,253,027 Total marketable securities $ 2,189,590 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property and Equipment | |
Net Carrying Value of Property and Equipment | June 30, 2023 December 31, 2022 Furniture and fixtures $ 293,152 $ 293,152 Equipment 1,274,851 1,265,752 Capitalized internal use and purchased software 15,330,939 14,503,608 Leasehold improvements 458,885 458,885 Subtotal 17,357,827 16,521,397 Less: accumulated depreciation and amortization (15,677,379 ) (14,852,425 ) Total $ 1,680,448 $ 1,668,972 |
Other Intangible Assets and G_2
Other Intangible Assets and Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Other Intangible Assets and Goodwill | |
Schedule of Intangible Assets And Goodwill | Term Carrying Value Accumulated Amortization and Impairment Net Carrying Value Year-to-date Amortization Customer list, Google 20 years $ 8,820,000 $ (4,998,000 ) $ 3,822,000 $ 220,500 Technology 5 years 3,600,000 (3,600,000 ) 0 0 Customer list, ReTargeter 5 years 1,931,250 (1,512,813 ) 418,437 193,125 Customer list, all other 10 years 1,610,000 (1,610,000 ) 0 0 Brand name, ReTargeter 5 years 643,750 (504,271 ) 139,479 64,375 Customer relationships 20 years 570,000 (182,875 ) 387,125 14,250 Trade names, web properties (1) - 390,000 390,000 0 Intangible assets classified as long-term $ 17,565,000 $ (12,407,959 ) $ 5,157,041 $ 492,250 Goodwill, total - $ 9,853,342 $ — $ 9,853,342 $ — |
Schedule of Amortization Expense | 2023 (remainder of year) $ 492,250 2024 769,917 2025 469,500 2026 469,500 2027 469,500 Thereafter 2,096,374 Total $ 4,767,041 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accrued Expenses and Other Current Liabilities | |
Schedule of Accrued Expenses and Other Current Liabilities | June 30, 2023 December 31, 2022 Accrued marketing costs $ 6,226,698 $ 3,321,598 Accrued payroll and commission liabilities 1,012,366 782,441 Accrued expenses and other 997,537 1,044,664 Arkansas grant contingency _ 10,000 Accrued taxes, current portion 4,771 3,755 Total $ 8,241,372 $ 5,162,458 |
StockBased Compensation (Tables
StockBased Compensation (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
StockBased Compensation | |
Schedule of Stock Grants Outstanding | Options Outstanding RSUs Outstanding Options and RSUs Exercised Available Shares Total Awards Authorized Total — 6,893,349 6,600,788 11,055,863 24,550,000 |
Schedule of Stock Option Award Activity | Shares Subject to Options Outstanding Number of Shares Weighted A verage Exercise Price Outstanding, beginning of period 100,000 $ 0.52 Stock options canceled (100,000 ) $ 0.52 Outstanding, end of period — — |
Schedule of Nonvested Restricted Stock Units Activity | RSUs Number of Shares Weighted Average Grant Date Fair Value Outstanding, beginning of period 4,913,339 $ 0.79 Granted 4,070,000 $ 0.31 Vested (2,039,989 ) $ 0.86 Cancelled (50,001 ) $ 0.54 Outstanding, end of period 6,893,349 $ 0.49 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases | |
Schedule of Operating Lease Liability | For the Six Months Ended June 30, Cash paid for operating lease liabilities $ 104,276 Weighted-average remaining lease term 2.57 years Weighted-average discount rate 6.25 % Minimum future lease payments ended June 30, 2023 2023 (remainder of year) $ 110,260 2024 16,638 2025 5,653 2026 1,993 134,544 Less imputed interest (4,589 ) Total lease liabilities $ 129,955 |
Schedule of Finance Lease Liability | For the Six Months Ended June 30, Cash paid for finance lease liabilities $ 36,103 Weighted-average remaining lease term 1.63 years Weighted-average discount rate 6.25 % Minimum future lease payments ended June 30, 2023 2023 (remainder of the year) $ 36,957 2024 56,180 2025 18,490 111,627 Less imputed interest (4,186 ) Total lease liabilities $ 107,441 |
Organization and Business (Deta
Organization and Business (Details Narrative) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
May 28, 2021 USD ($) | Jun. 30, 2023 USD ($) shares | Jun. 30, 2023 USD ($) integer shares | Dec. 31, 2022 USD ($) | Mar. 31, 2021 USD ($) | |
Number of patents issued | integer | 19 | ||||
Number of share sold | shares | 16,000,000 | ||||
Cash and cash equivalents | $ 5,000,000 | $ 5,000,000 | $ 2,000,000 | ||
Interest bearing account cash | $ 10,000,000 | ||||
Net working capital | 2,000,000 | 2,000,000 | |||
Accumulated deficit | $ 163,874,901 | 163,874,901 | $ 157,057,558 | ||
Gross proceeds from credit facility from bank draft | 4,000,000 | ||||
Common Stocks [Member] | |||||
Sale of stock, consideration received on transaction, authorized amount | $ 14,611,900 | ||||
Number of share sold | shares | 173,558 | ||||
Commission Fee, Percent | 3% | ||||
Period For Which Advance Notice Is Due To Terminate Agreement | 10 days | ||||
Number of share sold amount | $ 63,136 | ||||
Agent commission | 1,902 | ||||
Investment Management Company [Member] | |||||
Cash and cash equivalents | $ 467,000 | $ 467,000 | |||
Customer One, Two, and Three | Net Revenue | Customer Concentration Risk | |||||
Percentage of concentration risk | 78.60% | 73.50% | |||
Customer One, Two, and Three | Accounts Receivable | Customer Concentration Risk | |||||
Percentage of concentration risk | 47.30% | 23.90% | |||
Customer One | Net Revenue | Customer Concentration Risk | |||||
Percentage of concentration risk | 54% | 42.50% | |||
Customer Two | Net Revenue | Customer Concentration Risk | |||||
Percentage of concentration risk | 16.90% | 20.40% | |||
Customer Three | Net Revenue | Customer Concentration Risk | |||||
Percentage of concentration risk | 7.70% | 10.60% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Net revenue | $ 16,651,405 | $ 22,651,305 | $ 28,498,845 | $ 41,260,672 |
Percentage of total revenue | 100% | 100% | 100% | 100% |
Consulting | ||||
Net revenue | $ 26,718 | $ 44,640 | $ 41,194 | $ 89,328 |
Percentage of total revenue | 0.20% | 0.20% | 0.10% | 0.20% |
Direct Customers | ||||
Net revenue | $ 3,306,788 | $ 11,560,450 | $ 7,226,562 | $ 22,286,019 |
Percentage of total revenue | 19.80% | 51% | 25.40% | 54% |
Indirect Customers | ||||
Net revenue | $ 13,317,899 | $ 11,046,215 | $ 21,231,089 | $ 18,885,325 |
Percentage of total revenue | 80% | 48.80% | 74.50% | 45.80% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Fair Value, Recurring - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Debt securities | $ 0 | $ 936,563 |
Equity securities | 0 | 1,253,027 |
Cash equivalents | 467,384 | 801 |
Total Investments at Fair Value | 467,384 | 2,190,391 |
Level 1 | ||
Debt securities | 0 | 936,563 |
Equity securities | 0 | 1,253,027 |
Cash equivalents | 467,384 | 801 |
Total Investments at Fair Value | $ 467,384 | $ 2,190,391 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details 1) - Fair Value, Recurring - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Debt securities, fair value | $ 0 | $ 936,563 |
Equity securities, fair value | 0 | 1,253,027 |
Level 1 | ||
Debt securities, cost | 1,021,431 | |
Debt securities, unrealized gain (loss) | (84,868) | |
Debt securities, fair value | 0 | 936,563 |
Equity securities, cost | 1,776,773 | |
Equity securities, unrealized gain (loss) | (523,746) | |
Equity securities, fair value | $ 0 | 1,253,027 |
Total marketable securities | $ 2,189,590 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Subtotal | $ 17,357,827 | $ 16,521,397 |
Less: accumulated depreciation and amortization | (15,677,379) | (14,852,425) |
Total | 1,680,448 | 1,668,972 |
Furniture and fixtures | ||
Subtotal | 293,152 | 293,152 |
Equipment | ||
Subtotal | 1,274,851 | 1,265,752 |
Capitalized internal use and purchased software | ||
Subtotal | 15,330,939 | 14,503,608 |
Leasehold improvements | ||
Subtotal | $ 458,885 | $ 458,885 |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Property and Equipment | ||
Depreciation expense | $ 824,954 | $ 729,732 |
Other Intangible Assets and G_3
Other Intangible Assets and Goodwill (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Net Carrying Value | $ 4,767,041 | |
Goodwill, Impaired, Accumulated Impairment Loss | ||
Carrying Value | 9,853,342 | |
Net Carrying Value | 9,853,342 | $ 9,853,342 |
Trade names Web properties [Member] | ||
Carrying Value | 390,000 | |
Net Carrying Value | 390,000 | |
Year-to-date Amortization | 0 | |
Intangible Assets Classified Long Term [Member] | ||
Carrying Value | 17,565,000 | |
Accumulated Amortization and Impairment | (12,407,959) | |
Net Carrying Value | 5,157,041 | |
Year-to-date Amortization | $ 492,250 | |
Customer list, Google | ||
Term | 20 years | |
Carrying Value | $ 8,820,000 | |
Accumulated Amortization and Impairment | (4,998,000) | |
Net Carrying Value | 3,822,000 | |
Year-to-date Amortization | $ 220,500 | |
Technology | ||
Term | 5 years | |
Carrying Value | $ 3,600,000 | |
Accumulated Amortization and Impairment | (3,600,000) | |
Net Carrying Value | 0 | |
Year-to-date Amortization | $ 0 | |
Customer list, ReTargeter | ||
Term | 5 years | |
Carrying Value | $ 1,931,250 | |
Accumulated Amortization and Impairment | (1,512,813) | |
Net Carrying Value | 418,437 | |
Year-to-date Amortization | $ 193,125 | |
Customer list, all other | ||
Term | 10 years | |
Carrying Value | $ 1,610,000 | |
Accumulated Amortization and Impairment | (1,610,000) | |
Net Carrying Value | 0 | |
Year-to-date Amortization | $ 0 | |
Brand name, ReTargeter | ||
Term | 5 years | |
Carrying Value | $ 643,750 | |
Accumulated Amortization and Impairment | (504,271) | |
Net Carrying Value | 139,479 | |
Year-to-date Amortization | $ 64,375 | |
Customer relationships | ||
Term | 20 years | |
Carrying Value | $ 570,000 | |
Accumulated Amortization and Impairment | (182,875) | |
Net Carrying Value | 387,125 | |
Year-to-date Amortization | $ 14,250 |
Other Intangible Assets and G_4
Other Intangible Assets and Goodwill (Details 1) | Jun. 30, 2023 USD ($) |
Other Intangible Assets and Goodwill | |
2023 (remainder of year) | $ 492,250 |
2024 | 769,917 |
2025 | 469,500 |
2026 | 469,500 |
2027 | 469,500 |
Thereafter | 2,096,374 |
Net Carrying Value | $ 4,767,041 |
Bank Debt (Details Narrative)
Bank Debt (Details Narrative) | Mar. 01, 2023 USD ($) |
Line of credit commitment | $ 5,000,000 |
Hitachi Capital America Corp. | |
Amendment fee | 10,000 |
Annual commitment fee amount | $ 10,000 |
Quarterly service fee (as a percentage) | 0.20% |
Hitachi Capital America Corp. | Debt Covenant Period One | |
Exit fee | $ 50,000 |
Hitachi Capital America Corp. | Debt Covenant Period Two | |
Exit fee | 25,000 |
Loan And Security Agreement | Hitachi Capital America Corp. | |
Line of credit facility, maximum borrowing capacity | $ 5,000,000 |
Percentage of aggregate eligible accounts receivable | 80% |
Stated interest rate | 1.75% |
Debt instrument, default interest rate | 6% |
Loan And Security Agreement | Hitachi Capital America Corp. | Maximum | |
Percentage of aggregate eligible accounts receivable | 85% |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Accrued Expenses and Other Current Liabilities | ||
Accrued marketing costs | $ 6,226,698 | $ 3,321,598 |
Accrued payroll and commission liabilities | 1,012,366 | 782,441 |
Accrued expenses and other | 997,537 | 1,044,664 |
Arkansas grant contingency | 0 | 10,000 |
Accrued taxes, current portion | 4,771 | 3,755 |
Total | $ 8,241,372 | $ 5,162,458 |
Commitments (Details Narrative)
Commitments (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |
Sep. 17, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | |
Referral and support services agreement advance | $ 1,500,000 | $ 650,000 | |
Referral agreement term | five years | ||
Amortization of referral agreement as marketing expense | 550,000 | ||
Number of securities called by each warrant or right (in shares) | 300,000 | ||
Vesting period | two years | ||
Commission recognized | $ 40,000 | $ 394,000 | |
Other Current Assets | |||
Referral and support services agreement advance | $ 300,000 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Income Taxes | ||
Deferred tax asset | $ 41,453,068 | |
Valuation allowance | 40,042,968 | $ 40,042,968 |
Deferred tax liability | 1,517,100 | |
Net deferred tax liability composed of indefinite lived intangible assets | $ 107,000 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - shares | Jun. 30, 2023 | Dec. 31, 2022 |
StockBased Compensation | ||
Options Outstanding (in shares) | 0 | 100,000 |
RSUs Outstanding (in shares) | 6,893,349 | |
Options and RSUs Exercised (in shares) | 6,600,788 | |
Available Shares (in shares) | 11,055,863 | |
Total Awards Authorized | 24,550,000 |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details 1) | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
StockBased Compensation | |
Outstanding beginning balance (in shares) | shares | 100,000 |
Stock options canceled (in shares) | shares | (100,000) |
Outstanding ending balance (in shares) | shares | 0 |
Outstanding beginning balance (in usd per share) | $ / shares | $ 0.52 |
Stock options canceled (in usd per share) | $ / shares | 0.52 |
Outstanding ending balance (in usd per share) | $ / shares | $ 0 |
Stock-Based Compensation (Det_3
Stock-Based Compensation (Details 2) | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Outstanding, end of period (in shares) | 6,893,349 |
Restricted Stock Units | |
Outstanding, beginning of period (in shares) | 4,913,339 |
Granted (in shares) | 4,070,000 |
Vested (in shares) | (2,039,989) |
Cancelled (in shares) | (50,001) |
Outstanding, end of period (in shares) | 6,893,349 |
Outstanding, beginning of year (in usd per share) | $ / shares | $ 0.79 |
Grants (in usd per share) | $ / shares | 0.31 |
Vested (in usd per share) | $ / shares | 0.86 |
Cancelled (in usd per share) | $ / shares | 0.54 |
Outstanding, end of period (in shares) | $ / shares | $ / shares | $ 0.49 |
Stock-Based Compensation (Det_4
Stock-Based Compensation (Details Narrative) | 1 Months Ended | 6 Months Ended | |
Jun. 16, 2022 shares | Jun. 30, 2023 USD ($) shares | Jun. 30, 2022 USD ($) | |
StockBased Compensation | |||
Increase in shares of common stock reserved for grants (in shares) | shares | 15,000,000 | 150,000 | |
Number of shares reserved for issuance (in shares) | shares | 24,550,000 | ||
Stock based compensation | $ | $ 935,145 | $ 1,355,534 | |
Compensation cost related to non vested awards not yet recognized | $ | $ 2,588,400 | ||
Average remaining expense recognition period | 3 years | ||
Weighted average forfeiture rate in percentage | 0 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | ||
Aug. 31, 2022 | Sep. 17, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | |
Referral agreement term | five years | |||
Class of warrant or right, granted in period (in shares) | 300,000 | |||
Exercise price of warrant (in usd per share) | $ 0.72 | |||
Number of tranches | two tranches | |||
Warrants outstanding | $ 149,551 | |||
Shares vested (in shares) | 85,862 | |||
Stock warrant expense | $ (8,598) | $ 12,945 | ||
Measurement Input, Share Price | ||||
Exercise price of warrant (in usd per share) | $ 0.71 | |||
Measurement Input, Risk-free Yield | ||||
Warrants outstanding, measurement input | 1.17% | |||
Measurement Input, Implied Volatility | ||||
Volatility percentage | 100% | |||
Tranche [Member] | ||||
Stock warrant expense | $ 2,000 |
Leases (Details)
Leases (Details) | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Leases | |
Cash paid for operating lease liabilities | $ 104,276 |
Weighted-average remaining lease term | 2 years 6 months 25 days |
Weighted-average discount rate | 6.25% |
Minimum future lease payments ended March 31, 2023 | |
2023 (remainder of year) | $ 110,260 |
2024 | 16,638 |
2025 | 5,653 |
2026 | 1,993 |
Payments due | 134,544 |
Less imputed interest | (4,589) |
Total lease liabilities | $ 129,955 |
Leases (Details 1)
Leases (Details 1) | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Leases | |
Cash paid for finance lease liabilities | $ 36,103 |
Weighted-average remaining lease term | 1 year 7 months 17 days |
Weighted-average discount rate | 6.25% |
Minimum future lease payments ended March 31, 2023 | |
2023 (remainder of the year) | $ 36,957 |
2024 | 56,180 |
2025 | 18,490 |
Payments due | 111,627 |
Less imputed interest | (4,186) |
Total lease liabilities | $ 107,441 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Right of use assets - operating lease | $ 128,689 | $ 310,162 | |
Right of use assets - finance lease | 110,738 | $ 168,750 | |
Finance lease amortization expense | $ 58,013 | $ 48,697 | |
Minimum | |||
Term of contract | three years | ||
Maximum | |||
Term of contract | five years |