Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 02, 2024 | |
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, 2024 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2024 | |
Entity Common Stock Shares Outstanding | 140,432,087 | |
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 | Ste. 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 | NYSE | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 2,011,904 | $ 4,440,454 |
Accounts receivable, net of allowance for doubtful accounts of $232,625 and $1,645,045, respectively. | 8,081,326 | 9,226,956 |
Prepaid expenses and other current assets | 1,038,038 | 1,076,121 |
Total current assets | 11,131,268 | 14,743,531 |
Property and equipment, net | 1,756,989 | 1,680,788 |
Other assets | ||
Goodwill | 9,853,342 | 9,853,342 |
Intangible assets, net of accumulated amortization | 4,172,541 | 4,664,791 |
Referral and support services agreement advance | 350,000 | 500,000 |
Right of use assets - operating lease | 1,029,164 | 805,786 |
Right of use assets - finance lease | 36,449 | 72,560 |
Other assets | 128,345 | 53,346 |
Total other assets | 15,569,841 | 15,949,825 |
Total assets | 28,458,098 | 32,374,144 |
Current liabilities | ||
Accounts payable | 6,075,889 | 6,432,120 |
Accrued expenses and other current liabilities | 7,600,672 | 7,926,479 |
Lease liability - operating lease | 242,324 | 123,074 |
Lease liability - finance lease | 27,372 | 50,801 |
Total current liabilities | 13,946,257 | 14,532,474 |
Long-term liabilities | ||
Deferred tax liability | 94,589 | 89,238 |
Lease liability - operating lease | 871,710 | 751,821 |
Lease liability - finance lease | 5,972 | 18,209 |
Other long-term liabilities | 0 | 216 |
Total long-term liabilities | 972,271 | 859,484 |
Stockholders' equity | ||
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 140,434,327 and 137,983,918, respectively. | 140,434 | 137,983 |
Additional paid-in capital | 184,705,196 | 184,291,414 |
Accumulated deficit | (171,306,060) | (167,447,211) |
Total stockholders' equity | 13,539,570 | 16,982,186 |
Total liabilities and stockholders' equity | $ 28,458,098 | $ 32,374,144 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
CONSOLIDATED BALANCE SHEETS | ||
Allowance for doubtful accounts | $ 232,625 | $ 1,645,045 |
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) | 140,434,327 | 137,983,918 |
Common stock shares outstanding (in shares) | 140,434,327 | 137,983,918 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) | ||||
Net revenue | $ 18,209,005 | $ 16,651,405 | $ 35,232,782 | $ 28,498,845 |
Cost of revenue | 2,906,188 | 2,368,540 | 5,005,230 | 5,559,103 |
Gross profit | 15,302,817 | 14,282,865 | 30,227,552 | 22,939,742 |
Operating expenses | ||||
Marketing costs | 12,431,580 | 12,056,616 | 25,534,224 | 19,144,166 |
Compensation | 3,031,231 | 3,253,416 | 6,256,090 | 6,676,257 |
General and administrative | 1,539,393 | 2,311,885 | 2,227,903 | 3,893,774 |
Total operating expenses | 17,002,204 | 17,621,917 | 34,018,217 | 29,714,197 |
Operating loss | (1,699,387) | (3,339,052) | (3,790,665) | (6,774,455) |
Financing expense, net | (42,451) | (38,186) | (62,831) | (57,306) |
Other income, net | 0 | 0 | 0 | 14,418 |
Income tax expense | (5,353) | 0 | (5,353) | 0 |
Net loss | (1,747,191) | (3,377,238) | (3,858,849) | (6,817,343) |
Unrealized gain on marketable securities | 0 | 0 | 0 | 84,868 |
Comprehensive loss | $ (1,747,191) | $ (3,377,238) | $ (3,858,849) | $ (6,732,475) |
Per common share data | ||||
Basic and diluted: Net loss | $ (0.01) | $ (0.03) | $ (0.03) | $ (0.05) |
Weighted average shares | ||||
Basic | 140,118,532 | 127,249,916 | 139,453,962 | 124,115,098 |
Diluted | 140,118,532 | 127,249,916 | 139,453,962 | 124,115,098 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Operating activities: | ||
Net loss | $ (3,858,849) | $ (6,817,343) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,350,004 | 1,317,203 |
Depreciation-Right of Use Assets - Financing | 36,115 | 58,013 |
Stock based compensation | 714,993 | 935,145 |
Derecognition of contingency and grant | (5,000) | 0 |
Amortization of financing fees | 3,333 | 2,084 |
Amortization of referral and support services agreement advance | 150,000 | 150,000 |
Adjustment to expected losses on accounts receivable | (1,354,533) | 322,320 |
Deferred income tax benefit | 5,353 | 0 |
Loss (gain) on marketable securities | 0 | (14,418) |
Stock warrant expense | 0 | (8,598) |
Change in operating assets and liabilities: | ||
Right of use assets - operating lease | 223,383 | 0 |
Accounts receivable | 2,500,163 | 1,913 |
Prepaid expenses and other current assets | (36,917) | 2,126 |
Accrued expenses and other liabilities | (324,358) | 3,069,680 |
Accounts payable | (356,230) | (1,851,978) |
Lease liability - operating lease | 239,139 | 0 |
Net cash used in operating activities | (1,160,170) | (2,833,853) |
Investing activities: | ||
Purchases of equipment and capitalized development costs | (933,955) | (836,428) |
Proceeds from the sale of marketable securities | 0 | 2,288,873 |
Net cash provided by/(used in) investing activities | (933,955) | 1,452,445 |
Financing activities: | ||
Gross proceeds from line of credit | 0 | 592,868 |
Repayments on line of credit | 0 | (592,868) |
Payments on finance lease obligations | (35,665) | (64,159) |
Proceeds from at-the-market sales | 0 | 61,136 |
Capital raise, net of issuance costs | 0 | 3,665,000 |
Net taxes paid on restricted stock unit grants exercised | (298,760) | (166,872) |
Net cash provided by/(used in) financing activities | (334,425) | 3,495,105 |
Net change - cash | (2,428,550) | 2,113,697 |
Cash and cash equivalent, beginning of year | 4,440,454 | 2,931,415 |
Cash and cash equivalent, end of period | 2,011,904 | 5,045,112 |
Supplemental information: | ||
Interest paid | 96,645 | 67,532 |
Acquisition of right of use asset for operating lease liability | $ 335,286 | $ 0 |
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, 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 gain 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 gain on debt securities | 84,868 | ||||
Stock-based compensation | 935,145 | ||||
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 gain 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, amount | 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 |
Balance, shares at Dec. 31, 2023 | 137,983,918 | ||||
Balance, amount at Dec. 31, 2023 | 16,982,186 | $ 137,983 | 184,291,414 | (167,447,211) | |
Net loss | (2,111,658) | (2,111,658) | |||
Stock-based compensation | 396,312 | 396,312 | |||
Stock issued for vested restricted stock awards, shares | 1,444,866 | ||||
Stock issued for vested restricted stock awards, amount | 0 | $ 1,445 | (1,445) | ||
Shares withheld for taxes on vested restricted stock | (161,973) | (161,973) | |||
Balance, shares at Mar. 31, 2024 | 139,428,784 | ||||
Balance, amount at Mar. 31, 2024 | 15,104,867 | $ 139,428 | 184,524,308 | (169,558,869) | |
Balance, shares at Dec. 31, 2023 | 137,983,918 | ||||
Balance, amount at Dec. 31, 2023 | 16,982,186 | $ 137,983 | 184,291,414 | (167,447,211) | |
Net loss | (3,858,849) | ||||
Unrealized gain on debt securities | 0 | ||||
Stock-based compensation | 714,993 | ||||
Balance, shares at Jun. 30, 2024 | 140,434,327 | ||||
Balance, amount at Jun. 30, 2024 | 13,539,570 | $ 140,434 | 184,705,196 | (171,306,060) | |
Balance, shares at Mar. 31, 2024 | 139,428,784 | ||||
Balance, amount at Mar. 31, 2024 | 15,104,867 | $ 139,428 | 184,524,308 | (169,558,869) | |
Net loss | (1,747,191) | (1,747,191) | |||
Unrealized gain on debt securities | 0 | ||||
Stock-based compensation | 318,681 | 318,681 | |||
Stock issued for vested restricted stock awards, shares | 1,005,543 | ||||
Stock issued for vested restricted stock awards, amount | 0 | $ 1,006 | (1,006) | ||
Shares withheld for taxes on vested restricted stock | (136,787) | (136,787) | |||
Balance, shares at Jun. 30, 2024 | 140,434,327 | ||||
Balance, amount at Jun. 30, 2024 | $ 13,539,570 | $ 140,434 | $ 184,705,196 | $ (171,306,060) |
Organization and Business
Organization and Business | 6 Months Ended |
Jun. 30, 2024 | |
Organization and Business | |
Organization and Business | Note 1 – Organization and Business Company Overview Inuvo is an advertising technology and services business selling information technology solutions to brands, agencies and large consolidators of advertising demand (“Platforms”). Inuvo’s revenue is derived from the placement of digital advertising throughout devices, websites, applications and browsers across social, search and programmatic advertising channels. Inuvo facilitates, and gets paid, to deliver millions of advertising messages monthly and counts among its client's numerous world-renowned companies across industries. Inuvo’s primary mission is to disrupt the advertising industry with its proprietary and patented generative large language artificial intelligence (AI), a technology capable of identifying and targeting audiences without using a consumer’s identity or data. The AI was designed to replace the consumer data, analytics, segmentation and lookalike modeling technologies that have traditionally served the advertising industry as it transitions to a new paradigm where a consumer’s identity and data are no longer available for advertising decisions due to legislative and technological changes. Rather than targeting people, the AI targets the reasons behind why people are interested in products, services and brands. Inuvo’s AI technology solves this challenge and can be consumed by clients both as a managed service and software-as-a-service. For certain clients, Inuvo has also developed various proprietary technology and assets that include digital content, websites, automated campaigns, ad fraud detection, performance reporting and predictive media mix modeling. The Inuvo products and services use analytics, data and artificial intelligence in a manner that optimizes the purchase and placement of advertising in real time. These capabilities are typically sold with services both individually and in combination with each other based on client needs. These products and services include: · IntentKey · Bonfire There are many barriers to entry associated with the Inuvo business model, including a proficiency in large language model based artificial intelligence, large scale information processing, software development, consumer data products, analytics, IOT (internet of things) integration and the relationships required to execute within the IOT. Inuvo’s intellectual property is protected by 19 issued and eight pending patents. Liquidity Our principal sources of liquidity are the sale of our common stock and our credit facility discussed in Note 5 - Bank Debt of our Consolidated Financial Statements. 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 the Shelf Registration Statement and a prospectus supplement relating to the offering was filed with the SEC on May 26, 2023. On May 7, 2024, we entered into an At The Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co. LLC (“Wainwright”), to sell shares of our common stock, par value $0.001 per share, (the “Shares”), having an aggregate sales price of up to $15,000,000, from time to time, through an “at the market offering” program under which Wainwright will act as sales agent. The sales, if any, of the Shares made under the ATM Agreement will be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. The Company will pay Wainwright a commission rate of up to 3.0% of the aggregate gross proceeds from each sale of Shares. For the six-month period ended June 30, 2024, the Company has not sold any shares of common stock under the ATM Agreement. On July 31, 2024, we entered into a Financing and Security Agreement (the "Financing Agreement”) with SLR Digital Finance LLC ("SLR”), dated July 30, 2024. Pursuant to the terms of the Financing Agreement, SLR will finance up to $10 million dependent upon eligible receivables. See Note 13 - Subsequent Events of our Consolidated Financial Statements. 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 technological advantage and higher margins. If we are successful in implementing our plan, we expect to return to positive cash flows from operations. However, there is no assurance that we will be able to achieve this objective. As of June 30, 2024, we have over $2 million in cash and cash equivalents. Our net working capital deficit was approximately $2.8 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, 2024, our accumulated deficit was $171.3 million. Management plans to support the Company’s future operations and capital expenditures primarily through cash raised from the sale of stock in May 2023 and cash generated from its credit facility until such time as we reach 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. Our collection period is less than 30 days and can also be used to meet accrued obligations. 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
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, 2023, 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, 2023, which was filed with the SEC on February 29, 2024. 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 We generate revenue by identifying audiences and presenting advertisements on behalf of our customers. We provide our products, technologies and services to Agencies & Brands and Platforms (large consolidators of advertising demand). Currently, revenue from our IntentKey products and services are primarily from Agencies & Brands, and revenue from our Bonfire products and services are primarily from Platforms. Our revenue is derived from the placements of advertisements across advertising channels, browsers, applications and devices. Pricing for those advertisement placements is typically either on a cost-per-click or cost per thousand impressions basis. Our revenue is a function of the number of advertisements placed combined with the price we obtain (using our technologies) for the placements made on behalf of our clients. We assume the risk associated of finding placements at a cost below that for which it had been sold. We recognize revenue when control of the contracted services or product is transferred to our customer, in an amount that reflects the consideration we expect to be entitled to in exchange for those services or products. We determine revenue recognition through (i) identification of a contract with a customer, (ii) identification of the performance obligations in the contract, (iii) determination of the transaction price, (iv) allocation of the transaction price to the performance obligations in the contract, and (v) recognition of revenue when or as the performance obligations are satisfied. For Agencies and Brands, the terms of an agreement are captured in an Insertion Order ("IO") where revenue is recognized upon delivery of services during the period covered by the IO. For Platforms, terms are generally captured in multi-year master service agreements and revenue is recognized based on the number of advertisements placed or clicked on in the period they occur. We settle advertisement placement prices with our customers net of any adjustments for quality. For the three-month period ended June 30, 2024, we generated $18,209,005 in revenue of which 82.8% was from Platforms and 17.2% from Agencies and Brands. For the three-month period ended June 30, 2023, we generated $16,651,405 in revenue of which 78.6% was from Platforms and 21.4% from Agencies and Brands. For the six-month period ended June 30, 2024, we generated $35,232,782 in revenue of which 83.4% was from Platforms and 16.6% from Agencies and Brands. For the six-month period ended June 30, 2023, we generated $28,498,845 in revenue of which 73.5% was from Platforms and 26.5% from Agencies and Brands. Customer concentration For the three-month period ending June 30, 2024, one Platform customer accounted for 72.9% of our overall revenue and for the six-month period ended June 30, 2024, 74.3% of our overall revenue. That same customer accounted for 53.1% of our gross accounts receivable balance as of June 30, 2024. As of December 31, 2023, the same customer accounted for 50.5% of our gross accounts receivable balance. Recently Issued Accounting Standards In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-07, Segment In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2024 | |
Property and Equipment | |
Property and Equipment | Note 3 – Property and Equipment The net carrying value of property and equipment was as follows as of: June 30, 2024 December 31, 2023 Furniture and fixtures $ 293,152 $ 293,152 Equipment 1,159,987 1,292,528 Capitalized internal use and purchased software 17,056,639 16,159,517 Leasehold improvements 458,885 458,885 Subtotal 18,968,663 18,204,082 Less: accumulated depreciation and amortization (17,211,674 ) (16,523,294 ) Total $ 1,756,989 $ 1,680,788 During the three months ended June 30, 2024 and June 30, 2023, depreciation expense was $430,676 and $432,053, respectively. During the six months ended June 30, 2024 and June 30, 2023, depreciation expense was $857,754 and $824,954, respectively. During the three months ended June 30, 2024, we disposed of approximately $169 thousand of fully depreciated equipment that was no longer in use. As the equipment was fully depreciated, there was no cash inflow or outflow associated with this transaction, and no gain or loss was recorded. |
Other Intangible Assets and Goo
Other Intangible Assets and Goodwill | 6 Months Ended |
Jun. 30, 2024 | |
Other Intangible Assets and Goodwill | |
Other Intangible Assets and Goodwill | Note 4 – Other Intangible Assets and Goodwill The following is a schedule of intangible assets and goodwill as of June 30, 2024: Term Carrying Value Accumulated Amortization and Impairment Net Carrying Value Year-to-date Amortization Customer list, Google 20 years $ 8,820,000 $ (5,439,000 ) $ 3,381,000 $ 220,500 Customer list, ReTargeter 5 years 1,931,250 (1,899,063 ) 32,187 193,125 Brand name, ReTargeter 5 years 643,750 (633,021 ) 10,729 64,375 Customer relationships 20 years 570,000 (211,375 ) 358,625 14,250 Trade names, web properties (1) - 390,000 — 390,000 — Intangible assets classified as long-term $ 12,355,000 $ (8,182,459 ) $ 4,172,541 $ 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: 2024 (remainder of year) $ 277,667 2025 469,500 2026 469,500 2027 469,500 2028 469,500 Thereafter 1,626,874 Total $ 3,782,541 The following is a schedule of intangible assets and goodwill as of December 31, 2023: Term Carrying Value Accumulated Amortization and Impairment Net Carrying Value 2023 Amortization Customer list, Google 20 years $ 8,820,000 $ (5,218,500 ) $ 3,601,500 $ 441,000 Technology 5 years 3,600,000 (3,600,000 ) — — Customer list, ReTargeter 5 years 1,931,250 (1,705,938 ) 225,312 386,250 Customer list, all other 10 years 1,610,000 (1,610,000 ) — — Brand name, ReTargeter 5 years 643,750 (568,646 ) 75,104 128,750 Customer relationships 20 years 570,000 (197,125 ) 372,875 28,500 Trade names, web properties - 390,000 — 390,000 — Intangible assets classified as long-term $ 17,565,000 $ (12,900,209 ) $ 4,664,791 $ 984,500 Goodwill, total - $ 9,853,342 $ — $ 9,853,342 $ — |
Bank Debt
Bank Debt | 6 Months Ended |
Jun. 30, 2024 | |
Bank Debt | |
Bank Debt | Note 5 – 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 85% of the aggregate Eligible Accounts Receivable, 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 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, 2024, the outstanding balances due under the Loan and Security Agreement was $0. Our borrowing capacity at June 30, 2024 was $5,000,000. All obligations to MHCA have been satisfied and the Agreement was terminated as of July 31, 2024. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2024 | |
Accrued Expenses and Other Current Liabilities | |
Accrued Expenses and Other Current Liabilities | Note 6 – Accrued Expenses and Other Current Liabilities The accrued expenses and other current liabilities consist of the following as of: June 30, 2024 December 31, 2023 Accrued marketing costs $ 4,255,119 $ 5,717,983 Accrued payroll and commission liabilities 1,325,369 1,544,460 Accrued expenses and other 2,009,943 622,960 Arkansas grant contingency — 35,000 Accrued taxes, current portion 10,241 6,076 Total $ 7,600,672 $ 7,926,479 |
Commitments
Commitments | 6 Months Ended |
Jun. 30, 2024 | |
Commitments | |
Commitments | Note 7 – 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, 2024, $850,000 has been amortized and the total current and non-current balance is $650,000. As part of the agreement, we granted a warrant exercisable into 300,000 shares of our common stock, which vested over two years upon achieving certain performance metrics (see Note 10 - 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. In addition, effective September 26, 2023, Inuvo and the business development partner entered into an Offset Agreement whereby the parties agreed that the commission due to the partner be offset against the outstanding receivable balances due to Inuvo. We offset approximately $960,852 in commissions due to the partner against the outstanding receivable of $642,202. The total amount of commission recognized, net of the $67 thousand commission adjustment per our offset agreement, for the year ended December 31, 2023 was approximately $52 thousand. Commission expense of approximately $17 thousand was recognized for the six months ended June 30, 2024. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Taxes | |
Income Taxes | Note 8 – Income Taxes As of June 30, 2024, we have $5 thousand deferred income tax expense and incur only the minimum state taxes which are included in operating expenses. We have deferred tax assets of $42,619,514. 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 $41,543,303 for the deferred tax assets that may not be realized as of June 30, 2024. We also have deferred tax liabilities totaling $1,170,800 as of June 30, 2024, related to intangible assets acquired in March 2012 and February 2017. These balances are presented as a net deferred tax liability of $94,589 composed of indefinite lived intangible assets. As of December 31, 2023, the Company has a net deferred tax liability of $89,238. The net deferred tax liability is due to goodwill and trade name that are amortized for tax purposes both of which are not being amortized for book purposes. |
StockBased Compensation
StockBased Compensation | 6 Months Ended |
Jun. 30, 2024 | |
StockBased Compensation | |
Stock-Based Compensation | Note 9 – 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 2024 and 2023 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. As of June 30, 2024, 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, 2024 and June 30, 2023, we recorded stock-based compensation expense for all equity incentive plans of $714,993 and $935,145, respectively. Total compensation cost not yet recognized at June 30, 2024 was $2,180,386, which will be recognized over the next three years. The following table summarizes the stock grants outstanding under 2017 ECP for the three months ended June 30, 2024: Options Outstanding RSUs Outstanding Options and RSUs Exercised Available Shares Total Awards Authorized Total — 6,960,020 9,930,783 7,659,197 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. There were no stock option awards outstanding as of the six months ended June 30, 2024. The following table summarizes the activities for our RSUs for the six months ended June 30, 2024: RSUs Number of Shares Weighted Average Grant Date Fair Value Outstanding, beginning of period 7,010,016 $ 0.48 Granted 3,330,000 $ 0.41 Vested (3,296,662 ) $ 0.64 Cancelled (83,334 ) $ 0.52 Outstanding, end of period 6,960,020 $ 0.37 |
Stockholders Equity
Stockholders Equity | 6 Months Ended |
Jun. 30, 2024 | |
Stockholders Equity | |
Stockholders' Equity | Note 10 – 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 7 - Commitments). As part of that agreement, we granted a warrant exercisable into 300,000 shares of our common stock at an exercise price of $0.72 per share and vests in two tranches when certain performance metrics are achieved. The warrant was valued using the Black Scholes option pricing model at a total of $149,551 based on a seven-year term, an implied volatility of 100%, a risk-free equivalent yield of 1.17%, and a stock price of $0.71. The warrant is classified as equity and will be expensed on a ratable basis over the vesting period of each tranche. On August 31, 2022, 85,862 shares vested in accordance with the contracted performance criteria. On August 31, 2023, 21,136 shares vested in accordance with the contracted performance criteria. For the second tranche, we reversed approximately $7.9 thousand for the year ended December 31, 2023 due to a change in the probability of performance criteria being achieved. In accordance with our agreement, after the second anniversary of the Original Issue Date, any interests in Warrant shares that have not vested pursuant to the terms and conditions of the agreement shall be deemed forfeited and shall never become exercisable. At the period ended December 31, 2023, approximately 193 thousand shares have been forfeited. As of the period ended June, 30, 2024, there are 107 thousand vested shares outstanding. Earnings per Share For the three and six months ended June 30, 2024 and 2023, 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, 2024 | |
Leases | |
Leases | Note 11 – 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, 2024 and December 31, 2023, total operating and financed right-of-use assets were $1,029,164 and $36,449, and $805,786 and $72,560, respectively. For the six months ended June 30, 2024 and 2023, we recorded $36,115 and $58,013, respectively, in amortization expense related to finance leases. In May 2023, we entered into an agreement to lease 4,128 square feet of office space in San Jose, CA commencing on September 1, 2023. The lease has a term of sixty-five months with an abatement period of five months and will cost approximately $208,000 during its first year. Thereafter, the lease payments increase by 3% annually. In January 2024, we amended and renewed our lease at our corporate headquarters in Little Rock, Arkansas. The lease was extended for thirty-six months commencing on February 1, 2024 and expiring on January 31, 2027 and will cost approximately $127,000 during its first year. Thereafter, the lease payments increase by 2% annually. Because the rate implicit in each lease is not readily determinable, we use our incremental borrowing rate to determine the present value of the lease payments. Information related to our operating lease liabilities for the period ended June 30, 2024 are as follows: For the Three Months Ended June 30, For the Six Months Ended June 30, Cash paid for operating lease liabilities $ 91,908 $ 148,272 Minimum future lease payments ended June 30, 2024 2024 (remainder of year) 170,479 2025 349,194 2026 354,565 2027 237,867 2028 233,727 Thereafter 19,525 1,365,357 Less imputed interest (251,323 ) Total lease liabilities $ 1,114,034 Weighted-average remaining lease term 3.2 years Weighted-average discount rate 10.5 % Information related to our financed lease liabilities for the period ended June 30, 2024 are as follows: For the Three Months Ended June 30, For the Six Months Ended June 30, Cash paid for finance lease liabilities $ 18,321 $ 35,671 Minimum future lease payments ended June 30, 2024 2024 (remainder of the year) 15,618 2025 18,491 34,109 Less imputed interest (765 ) Total lease liabilities $ 33,344 Weighted-average remaining lease term 1.2 years Weighted-average discount rate 6.25 % |
Allowance for Credit Losses
Allowance for Credit Losses | 6 Months Ended |
Jun. 30, 2024 | |
Allowance for Credit Losses | |
Allowance for Credit Losses | Note 12 – Allowance for Credit Losses The activity in the allowance for doubtful accounts was as follows during the six-month period ended June 30, 2024 and the year ended December 31, 2023: 2024 2023 Balance at the beginning of the year $ 1,645,045 $ 1,440,678 Adjustment to expected losses on accounts receivable (1,354,533 ) 786,549 Charge-offs (62,587 ) (582,189 ) Recoveries 4,700 7 Ending Balance $ 232,625 $ 1,645,045 The allowance for doubtful accounts at June 30, 2024 was $232,625, a decrease of $1,412,420, from December 31, 2023. During 2024, we made an adjustment to the expected losses for accounts receivable for a balance due from a former client in 2022 that now pays consistently, has significantly reduced its outstanding amount owed and is expected to pay the remaining amount due. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events | |
Subsequent Event | Note 13 – Subsequent Events On July 30, 2024, we entered into a Financing and Security Agreement and Collateral Documents (“ Financing Agreement”) with SLR Digital Finance LLC (“SLR”). Under the terms of the Financing Agreement, SLR has provided us with a $10,000,000 line of credit commitment. We are permitted to borrow up to 90% of eligible accounts receivable under the Financing Agreement, up to the maximum credit commitment of $10,000,000. We will pay SLR monthly interest at the rate of 1.0% in excess of the Prime Rate but not less than 7%. The Financing Agreement has a three year term. The Financing Agreement contains certain affirmative and negative covenants to which we are also subject. We agreed to pay SLR an annual facility fee of 0.80% of the maximum credit commitment. We also agreed to pay a minimum utilization amount of the interest rate multiplied by difference between $500,000 and the average daily outstanding loan during a month. We are obligated to pay SLR a monthly service fee of 0.15% on of the average net amount of outstanding loans during each month. If we terminate the Financing Agreement prior to the second anniversary of the Effective Date, an amount equal to 1.0% of the maximum credit commitment will be due as an early termination payment and if we terminate after the second anniversary of the Effective Date but prior to the end of the term, an amount equal to 0.25% of the maximum credit commitment will be due. Repayment of the financing agreement will be made through collections from eligible accounts receivable. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
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, 2023, 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, 2023, which was filed with the SEC on February 29, 2024. |
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 | We generate revenue by identifying audiences and presenting advertisements on behalf of our customers. We provide our products, technologies and services to Agencies & Brands and Platforms (large consolidators of advertising demand). Currently, revenue from our IntentKey products and services are primarily from Agencies & Brands, and revenue from our Bonfire products and services are primarily from Platforms. Our revenue is derived from the placements of advertisements across advertising channels, browsers, applications and devices. Pricing for those advertisement placements is typically either on a cost-per-click or cost per thousand impressions basis. Our revenue is a function of the number of advertisements placed combined with the price we obtain (using our technologies) for the placements made on behalf of our clients. We assume the risk associated of finding placements at a cost below that for which it had been sold. We recognize revenue when control of the contracted services or product is transferred to our customer, in an amount that reflects the consideration we expect to be entitled to in exchange for those services or products. We determine revenue recognition through (i) identification of a contract with a customer, (ii) identification of the performance obligations in the contract, (iii) determination of the transaction price, (iv) allocation of the transaction price to the performance obligations in the contract, and (v) recognition of revenue when or as the performance obligations are satisfied. For Agencies and Brands, the terms of an agreement are captured in an Insertion Order ("IO") where revenue is recognized upon delivery of services during the period covered by the IO. For Platforms, terms are generally captured in multi-year master service agreements and revenue is recognized based on the number of advertisements placed or clicked on in the period they occur. We settle advertisement placement prices with our customers net of any adjustments for quality. For the three-month period ended June 30, 2024, we generated $18,209,005 in revenue of which 82.8% was from Platforms and 17.2% from Agencies and Brands. For the three-month period ended June 30, 2023, we generated $16,651,405 in revenue of which 78.6% was from Platforms and 21.4% from Agencies and Brands. For the six-month period ended June 30, 2024, we generated $35,232,782 in revenue of which 83.4% was from Platforms and 16.6% from Agencies and Brands. For the six-month period ended June 30, 2023, we generated $28,498,845 in revenue of which 73.5% was from Platforms and 26.5% from Agencies and Brands. |
Customer concentration | For the three-month period ending June 30, 2024, one Platform customer accounted for 72.9% of our overall revenue and for the six-month period ended June 30, 2024, 74.3% of our overall revenue. That same customer accounted for 53.1% of our gross accounts receivable balance as of June 30, 2024. As of December 31, 2023, the same customer accounted for 50.5% of our gross accounts receivable balance. |
Recently Issued Accounting Standards | In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-07, Segment In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Property and Equipment | |
Net Carrying Value of Property and Equipment | June 30, 2024 December 31, 2023 Furniture and fixtures $ 293,152 $ 293,152 Equipment 1,159,987 1,292,528 Capitalized internal use and purchased software 17,056,639 16,159,517 Leasehold improvements 458,885 458,885 Subtotal 18,968,663 18,204,082 Less: accumulated depreciation and amortization (17,211,674 ) (16,523,294 ) Total $ 1,756,989 $ 1,680,788 |
Other Intangible Assets and G_2
Other Intangible Assets and Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 $ (5,439,000 ) $ 3,381,000 $ 220,500 Customer list, ReTargeter 5 years 1,931,250 (1,899,063 ) 32,187 193,125 Brand name, ReTargeter 5 years 643,750 (633,021 ) 10,729 64,375 Customer relationships 20 years 570,000 (211,375 ) 358,625 14,250 Trade names, web properties (1) - 390,000 — 390,000 — Intangible assets classified as long-term $ 12,355,000 $ (8,182,459 ) $ 4,172,541 $ 492,250 Goodwill, total - $ 9,853,342 $ — $ 9,853,342 $ — Term Carrying Value Accumulated Amortization and Impairment Net Carrying Value 2023 Amortization Customer list, Google 20 years $ 8,820,000 $ (5,218,500 ) $ 3,601,500 $ 441,000 Technology 5 years 3,600,000 (3,600,000 ) — — Customer list, ReTargeter 5 years 1,931,250 (1,705,938 ) 225,312 386,250 Customer list, all other 10 years 1,610,000 (1,610,000 ) — — Brand name, ReTargeter 5 years 643,750 (568,646 ) 75,104 128,750 Customer relationships 20 years 570,000 (197,125 ) 372,875 28,500 Trade names, web properties - 390,000 — 390,000 — Intangible assets classified as long-term $ 17,565,000 $ (12,900,209 ) $ 4,664,791 $ 984,500 Goodwill, total - $ 9,853,342 $ — $ 9,853,342 $ — |
Schedule of Amortization Expense | 2024 (remainder of year) $ 277,667 2025 469,500 2026 469,500 2027 469,500 2028 469,500 Thereafter 1,626,874 Total $ 3,782,541 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Accrued Expenses and Other Current Liabilities | |
Schedule of Accrued Expenses and Other Current Liabilities | June 30, 2024 December 31, 2023 Accrued marketing costs $ 4,255,119 $ 5,717,983 Accrued payroll and commission liabilities 1,325,369 1,544,460 Accrued expenses and other 2,009,943 622,960 Arkansas grant contingency — 35,000 Accrued taxes, current portion 10,241 6,076 Total $ 7,600,672 $ 7,926,479 |
StockBased Compensation (Tables
StockBased Compensation (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
StockBased Compensation | |
Schedule of Stock Grants Outstanding | Options Outstanding RSUs Outstanding Options and RSUs Exercised Available Shares Total Awards Authorized Total — 6,960,020 9,930,783 7,659,197 24,550,000 |
Schedule of Stock Option Award Activity | RSUs Number of Shares Weighted Average Grant Date Fair Value Outstanding, beginning of period 7,010,016 $ 0.48 Granted 3,330,000 $ 0.41 Vested (3,296,662 ) $ 0.64 Cancelled (83,334 ) $ 0.52 Outstanding, end of period 6,960,020 $ 0.37 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Leases | |
Schedule of Operating Lease Liability | For the Three Months Ended June 30, For the Six Months Ended June 30, Cash paid for operating lease liabilities $ 91,908 $ 148,272 Minimum future lease payments ended June 30, 2024 2024 (remainder of year) 170,479 2025 349,194 2026 354,565 2027 237,867 2028 233,727 Thereafter 19,525 1,365,357 Less imputed interest (251,323 ) Total lease liabilities $ 1,114,034 Weighted-average remaining lease term 3.2 years Weighted-average discount rate 10.5 % |
Schedule of Finance Lease Liability | For the Three Months Ended June 30, For the Six Months Ended June 30, Cash paid for finance lease liabilities $ 18,321 $ 35,671 Minimum future lease payments ended June 30, 2024 2024 (remainder of the year) 15,618 2025 18,491 34,109 Less imputed interest (765 ) Total lease liabilities $ 33,344 Weighted-average remaining lease term 1.2 years Weighted-average discount rate 6.25 % |
Allowance for Credit Losses (Ta
Allowance for Credit Losses (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Allowance for Credit Losses | |
Schedule of doubtful accounts | 2024 2023 Balance at the beginning of the year $ 1,645,045 $ 1,440,678 Adjustment to expected losses on accounts receivable (1,354,533 ) 786,549 Charge-offs (62,587 ) (582,189 ) Recoveries 4,700 7 Ending Balance $ 232,625 $ 1,645,045 |
Organization and Business (Deta
Organization and Business (Details Narrative) - USD ($) | 1 Months Ended | |||
May 07, 2024 | May 30, 2023 | Jul. 30, 2024 | Jun. 30, 2024 | |
Cash, cash equivalents, and short-term marketable securities | $ 2,000,000 | |||
Net working capital deficit | (2,800,000) | |||
Accumulated deficit | $ (171,300,000) | |||
Subsequent Events [Member] | SLR Digital Finance LLC [Member] | Debt Covenant Period One [Member] | ||||
Line of credit facility, maximum borrowing capacity | $ 10,000,000 | |||
Sales Agreement [Member] | ||||
Sale of stock, consideration received on transaction, authorized amount | $ 15,000,000 | |||
Commission fee, percentage | 3% | |||
Registered Direct Offering Member | ||||
Consideration received on transaction | $ 4,000,000 | |||
Shares issued in registered direct offering (in shares) | shares | 16,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Net revenue | $ 18,209,005 | $ 16,651,405 | $ 35,232,782 | $ 28,498,845 | |
Customer One [Member] | Customer Concentration Risk [Member] | Sales Revenue Net [Member] | |||||
Percentage of concentration risk | 72.90% | 74.30% | |||
Customer One [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member] | |||||
Percentage of concentration risk | 53.10% | 50.50% |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Less: accumulated depreciation and amortization | $ (17,211,674) | $ (16,523,294) |
Subtotal | 18,968,663 | 18,204,082 |
Total | 1,756,989 | 1,680,788 |
Equipment | ||
Subtotal | 1,159,987 | 1,292,528 |
Capitalized internal use and purchased software | ||
Subtotal | 17,056,639 | 16,159,517 |
Leasehold improvements | ||
Subtotal | 458,885 | 458,885 |
Registered Direct Offering Member | ||
Subtotal | $ 293,152 | $ 293,152 |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Property and Equipment | ||||
Depreciation expense | $ 430,676 | $ 432,053 | $ 857,754 | $ 824,954 |
Other Intangible Assets and G_3
Other Intangible Assets and Goodwill (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Goodwill total, Carrying Value | $ 9,853,342 | $ 9,853,342 |
Goodwill total, Net Carrying Value | 9,853,342 | 9,853,342 |
Intangible assets classified as long-term | ||
Carrying Value | 12,355,000 | 17,565,000 |
Accumulated Amortization and Impairment | (8,182,459) | (12,900,209) |
Net Carrying Value | 4,172,541 | 4,664,791 |
Amortization of Intangible Assets | 492,250 | 984,500 |
Net Carrying Value | 3,782,541 | |
Trade names, web properties | ||
Intangible assets classified as long-term | ||
Amortization of Intangible Assets | 0 | 0 |
Carrying Value | 390,000 | 390,000 |
Accumulated Amortization and Impairment | 0 | 0 |
Net Carrying Value | 390,000 | 390,000 |
Accumulated Amortization and Impairment | 0 | 0 |
Customer list, Google | ||
Intangible assets classified as long-term | ||
Amortization of Intangible Assets | $ 220,500 | $ 441,000 |
Term | 20 years | 20 years |
Carrying Value | $ 8,820,000 | $ 8,820,000 |
Accumulated Amortization and Impairment | (5,439,000) | (5,218,500) |
Net Carrying Value | 3,381,000 | 3,601,500 |
Accumulated Amortization and Impairment | (5,439,000) | (5,218,500) |
Customer list, ReTargeter | ||
Intangible assets classified as long-term | ||
Amortization of Intangible Assets | $ 193,125 | $ 386,250 |
Term | 5 years | 5 years |
Carrying Value | $ 1,931,250 | $ 1,931,250 |
Accumulated Amortization and Impairment | (1,899,063) | (1,705,938) |
Net Carrying Value | 32,187 | 225,312 |
Accumulated Amortization and Impairment | (1,899,063) | (1,705,938) |
Brand name, ReTargeter | ||
Intangible assets classified as long-term | ||
Amortization of Intangible Assets | $ 64,375 | $ 128,750 |
Term | 5 years | 5 years |
Carrying Value | $ 643,750 | $ 643,750 |
Accumulated Amortization and Impairment | (633,021) | (568,646) |
Net Carrying Value | 10,729 | 75,104 |
Accumulated Amortization and Impairment | (633,021) | (568,646) |
Customer relationships | ||
Intangible assets classified as long-term | ||
Amortization of Intangible Assets | $ 14,250 | $ 28,500 |
Term | 20 years | 20 years |
Carrying Value | $ 570,000 | $ 570,000 |
Accumulated Amortization and Impairment | (211,375) | (197,125) |
Net Carrying Value | 358,625 | 372,875 |
Accumulated Amortization and Impairment | $ (211,375) | (197,125) |
Technology [Member] | ||
Intangible assets classified as long-term | ||
Amortization of Intangible Assets | $ 0 | |
Term | 5 years | |
Carrying Value | $ 3,600,000 | |
Accumulated Amortization and Impairment | (3,600,000) | |
Net Carrying Value | 0 | |
Accumulated Amortization and Impairment | (3,600,000) | |
Customer List All Other [Member] | ||
Intangible assets classified as long-term | ||
Amortization of Intangible Assets | $ 0 | |
Term | 10 years | |
Carrying Value | $ 1,610,000 | |
Accumulated Amortization and Impairment | (1,610,000) | |
Net Carrying Value | 0 | |
Accumulated Amortization and Impairment | $ (1,610,000) |
Other Intangible Assets and G_4
Other Intangible Assets and Goodwill (Details 1) | Jun. 30, 2024 USD ($) |
Other Intangible Assets and Goodwill | |
2024 (remainder of year) | $ 277,667 |
2025 | 469,500 |
2026 | 469,500 |
2027 | 469,500 |
2028 | 469,500 |
Thereafter | 1,626,874 |
Total | $ 3,782,541 |
Bank Debt (Details Narrative)
Bank Debt (Details Narrative) - Hitachi Capital America Corp. - USD ($) | Mar. 01, 2023 | Jun. 30, 2024 |
Amendment fee | $ 10,000 | |
Annual commitment fee amount | $ 10,000 | |
Quarterly service fee (as a percentage) | 0.20% | |
Outstanding balance | 0 | |
Debt Covenant Period One | ||
Exit fee | 5,000,000 | |
Debt Covenant Period Two | ||
Exit fee | 25,000 | |
Loan and Security Agreement | ||
Line of credit facility, maximum borrowing capacity | $ 5,000,000 | |
Stated interest rate | 1.75% | |
Debt instrument, default interest rate | 6% | |
Loan and Security Agreement | Maximum | ||
Line of credit facility, maximum borrowing capacity | $ 5,000,000 | |
Percentage of aggregate eligible accounts receivable | 85% |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Accrued Expenses and Other Current Liabilities | ||
Accrued marketing costs | $ 4,255,119 | $ 5,717,983 |
Accrued payroll and commission liabilities | 1,325,369 | 1,544,460 |
Accrued expenses and other | 2,009,943 | 622,960 |
Arkansas grant contingency | 0 | 35,000 |
Accrued taxes, current portion | 10,241 | 6,076 |
Total | $ 7,600,672 | $ 7,926,479 |
Commitments (Details Narrative)
Commitments (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |
Sep. 17, 2021 | Sep. 26, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | |
Referral and support services agreement advance | $ 1,500,000 | $ 350,000 | $ 500,000 | |
Referral agreement term | five years | |||
Amortization of referral agreement as marketing expense | 850,000 | |||
Number of securities called by each warrant or right (in shares) | 300,000 | |||
Vesting period | two years | |||
Reduction in commission expense | 67,000 | |||
Commission expense | 17,000 | $ 52,000 | ||
Commission offset amount | $ 960,852 | |||
Outstanding receivable amount | $ 642,202 | |||
Other Current Assets | ||||
Referral and support services agreement advance | $ 650,000,000 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Income Taxes | ||
Current income tax expense | $ 5,000 | |
Deferred tax asset | 42,619,514 | |
Valuation allowance | 41,543,303 | |
Deferred tax liability | 1,170,800 | |
Net deferred tax liability composed of indefinite lived intangible assets | $ 94,589 | $ 89,238 |
Stock Based Compensation (Detai
Stock Based Compensation (Details) - shares | Jun. 30, 2024 | Dec. 31, 2023 |
StockBased Compensation | ||
Options Outstanding | 0 | |
RSUs Outstanding | 6,960,020 | 7,010,016 |
Options and RSUs Exercised | 9,930,783 | |
Available Shares | 7,659,197 | |
Total Awards Authorized | 24,550,000 |
Stock Based Compensation (Det_2
Stock Based Compensation (Details 1) - $ / shares | 1 Months Ended | 6 Months Ended |
Aug. 31, 2022 | Jun. 30, 2024 | |
StockBased Compensation | ||
Outstanding beginning balance | 7,010,016 | |
Granted | 3,330,000 | |
Vested | (85,862) | (3,296,662) |
Cancelled | (83,334) | |
Outstanding ending balance | 6,960,020 | |
Weighted Average Grant Date Fair Value, beginning balance | $ 0.48 | |
Weighted Average Grant Date Fair Value, Granted | 0.41 | |
Weighted Average Grant Date Fair Value, Vested | 0.64 | |
Weighted Average Grant Date Fair Value, Cancelled | 0.52 | |
Weighted Average Grant Date Fair Value, ending balance | $ 0.37 |
Stock Based Compensation (Det_3
Stock Based Compensation (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
StockBased Compensation | ||||||
Number of shares reserved for issuance (in shares) | 24,550,000 | 24,550,000 | ||||
Stock based compensation expence | $ 318,681 | $ 396,312 | $ 503,061 | $ 432,084 | $ 714,993 | $ 935,145 |
Compensation cost related to non vested awards not yet recognized | $ 2,180,386 | $ 2,180,386 | ||||
Weighted average forfeiture rate | 0% |
Stockholders Equity (Details Na
Stockholders Equity (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||
Sep. 17, 2021 | Aug. 31, 2023 | Aug. 31, 2022 | Jun. 30, 2024 | Dec. 31, 2023 | |
Referral agreement term | five years | ||||
Class of warrant or right, term | seven-year | ||||
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 (in shares) | $ 149,551 | ||||
Shares vested (in shares) | 85,862 | 3,296,662 | |||
Shares vested reversed due hange in the probability of performance criteria | $ 7,900 | ||||
Forfeited (in shares) | 193,000 | ||||
Shares vested | 21,136 | 107,000 | |||
Measurement Input, Implied Volatility | |||||
Warrants outstanding, measurement input | 100% | ||||
Measurement Input, Risk-free Yield | |||||
Warrants outstanding, measurement input | 1.17% | ||||
Measurement Input, Share Price | |||||
Warrants outstanding, measurement input | $ 0.71 |
Leases (Details)
Leases (Details) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2024 USD ($) | Jun. 30, 2024 USD ($) | |
Leases | ||
Cash paid for operating lease liabilities | $ 91,908 | $ 148,272 |
Weighted-average discount rate | 10.50% | 10.50% |
Weighted-average remaining lease term | 3 years 2 months 12 days | |
Minimum future lease payments ended September 30, 2023 | ||
2024 (remainder of year) | $ 170,479 | $ 170,479 |
2025 | 349,194 | 349,194 |
2026 | 354,565 | 354,565 |
2027 | 237,867 | 237,867 |
2028 | 233,727 | 233,727 |
Thereafter | 19,525 | 19,525 |
Payments due | 1,365,357 | 1,365,357 |
Less imputed interest | (251,323) | (251,323) |
Total lease liabilities | $ 1,114,034 | $ 1,114,034 |
Leases (Details 1)
Leases (Details 1) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2024 USD ($) | Jun. 30, 2024 USD ($) | |
Leases | ||
Cash paid for finance lease liabilities | $ 18,321 | $ 35,671 |
Weighted-average remaining lease terms | 1 year 2 months 12 days | |
Weighted-average discount rate | 6.25% | 6.25% |
Minimum future lease payments ended September 30, 2023 | ||
2024 (remainder of the year) | $ 15,618 | $ 15,618 |
2025 | 18,491 | 18,491 |
Payments due | 34,109 | 34,109 |
Less imputed interest | (765) | (765) |
Total lease liabilities | $ 33,344 | $ 33,344 |
Leases (Details Narrative)
Leases (Details Narrative) | 6 Months Ended | |||||
Feb. 02, 2024 | Sep. 01, 2023 USD ($) ft² | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Feb. 01, 2024 USD ($) | Dec. 31, 2023 USD ($) | |
Right of use assets - operating lease | $ 1,029,164 | $ 805,786 | ||||
Right of use assets - finance lease | $ 36,449 | $ 72,560 | ||||
Office space (square feet) | ft² | 4,128 | |||||
Lease term | thirty-six months | sixty-five months | ||||
Abatement period | five months | |||||
Date of expiry | Jan. 31, 2027 | |||||
Expected lease expense for first year | $ 208,000 | $ 127,000 | ||||
Annual percentage increase in lease payments | 3% | 2% | ||||
Depreciation-Right of Use Assets - Financing | $ 36,115 | $ 58,013 | ||||
Minimum | ||||||
Term of contract | three years | |||||
Maximum | ||||||
Term of contract | five years |
Allowance for Credit Losses (De
Allowance for Credit Losses (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Allowance for Credit Losses | ||
Balance at the beginning of the year | $ 1,645,045 | $ 1,440,678 |
Adjustment to expected losses on accounts receivable | (1,354,533) | 786,549 |
Charge-offs | (62,587) | (582,189) |
Recoveries | 4,700 | 7 |
Balance at the end of the year | $ 232,625 | $ 1,645,045 |
Allowance for Credit Losses (_2
Allowance for Credit Losses (Details Narrative) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2023 | Jun. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2022 | Dec. 31, 2021 | |
Allowance for Credit Losses | |||||
Allowance for doubtful accounts | $ 1,645,045 | $ 232,625 | $ 487,158 | $ 1,440,678 | $ 202,904 |
Decrease Allowance for doubtful accounts | $ 1,412,420 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Events [Member] - SLR Digital Finance LLC [Member] | 1 Months Ended |
Jul. 30, 2024 USD ($) | |
Debt Covenant Period One | |
Line of credit facility, maximum borrowing capacity | $ 10,000,000 |
Loan And Security Credit Agreement [Member] | |
Line of credit facility, borrowing capacity | 10,000,000 |
Outstanding loan amount | $ 500,000 |
Percentage of aggregate eligible accounts receivable | 90% |
Interest rate Description | SLR monthly interest at the rate of 1.0% in excess of the Prime Rate but not less than 7% |
Quarterly service fee (as a percentage) | 0.80% |
Monthly service fee (as a percentage) | 0.15% |