XASE:INUV Inuvo Inc Quarterly Report 10-Q Filing - 6/30/2012

Effective Date 6/30/2012

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
(Mark One)
þ
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended June 30, 2012

OR

o
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from________ to ________
 
Commission file number: 001-32442
 
INUVO, INC.
(Exact name of registrant as specified in its charter)
 
Nevada
 
87-0450450
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer  Identification No.)
     
143 Varick Street
New York, NY 10013
 
(212) 231-2000
(Address of principal executive offices, including zip code)
 
(Registrant’s telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for at least the past 90 days. Yes  þ No   o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  þ No   o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” ”accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
o
Accelerated filer 
o
Non-accelerated filer
o
Smaller reporting company
þ
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  o No  þ

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
 
Title of Clas
 
 Shares Outstanding at August 6, 2012
Common Stock
 
23,497,123



 
 

 
FORM 10-Q

INUVO, INC.
 
Table of Contents
 
     
Page No.
 
Part I.     FINANCIAL INFORMATION      
         
Item 1.
Financial Statements.
    4  
           
 
Consolidated Balance Sheets June 30, 2012 (Unaudited) and December 31, 2011
    4  
           
 
Consolidated Statements of Operations for the three and six months ended June 30, 2012 and 2011 (Unaudited)
    5  
           
 
Consolidated Statements of Cash Flows for the six months ended June 30, 2012 and 2011 (Unaudited)
    6  
           
 
Notes to Consolidated Financial Statements for the three and six months ended June 30, 2012 and 2011 (Unaudited)
    7  
           
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
    22  
           
Item 3.
Quantitative and Qualitative Disclosure About Market Risk.
    33  
           
Item 4.
Controls and Procedures.
    33  
           
Part II.   OTHER INFORMATION        
           
Item 1.
Legal Proceedings.
    34  
           
Item 1A.
Risk Factors.
    36  
           
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
    37  
           
Item 3.
Defaults Upon Senior Securities
    37  
           
Item 4.
Mine Safety Disclosures
    37  
           
Item 5.
Other Information
    37  
           
Item 6.
Exhibits.
    38  
           
Signatures
    39  
 
 
2

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “will,” “should,” “intend,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue,” or the negative of such terms or other comparable terminology. This report includes, among others, statements regarding our:
 
   
Revenue;
 
   
Primary operating costs and expenses;
 
   
Capital expenditures;
 
   
Operating lease arrangements; and
 
   
Evaluation of possible acquisitions of or investments in business, products, and technologies.
 
These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements.  Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements and readers should carefully review this report in its entirety, including the risks described herein and in our Annual Report on Form 10-K for the year ended December 31, 2011, as filed with the Securities and Exchange Commission. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. These forward-looking statements speak only as of the date of this report, and you should not rely on these statements without also considering the risks and uncertainties associated with these statements and our business.
 
OTHER PERTINENT INFORMATION

Unless specifically set forth to the contrary, when used in this report the terms the “Company,” "we," "us," "ours," and similar terms refers to Inuvo, Inc., a Nevada corporation, and our subsidiaries.

The information which appears on our web site at www.inuvo.com is not part of this report.

 
3

 
 
PART 1.
FINANCIAL INFORMATION
 
ITEM 1.
Financial Statements
 
INUVO, INC.
 CONSOLIDATED BALANCE SHEETS
June 30, 2012 (Unaudited) and December 31, 2011

   
June 30,
2012
   
December 31,
2011
 
   
(Unaudited)
       
             
Assets
Current assets
           
Cash
  $ 3,281,978     $ 4,413  
Restricted cash
    475,938       475,586  
Accounts receivable, net of allowance for doubtful accounts of $459,626 and $477,289, respectively
    5,514,725       5,426,865  
Unbilled revenue
    96,731       49,196  
Intangible assets - current, net of accumulated amortization
    963,398       947,882  
Prepaid expenses and other current assets
    999,477       433,601  
Total current assets
    11,332,247       7,337,543  
Property and equipment, net
    3,142,721       1,590,011  
Other assets
               
Goodwill
    6,067,270       1,776,544  
Intangible assets, net of accumulated amortization
    11,595,332       390,000  
Other assets
  $ 165,427     $ 2,243  
Total other assets
  $ 17,828,029     $ 2,168,787  
Total assets
  $ 32,302,997     $ 11,096,341  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
                 
Current liabilities
               
Term and credit notes payable - current portion
  $ 1,333,333     $ 452,000  
Accounts payable
    11,349,455       6,198,921  
Deferred revenue
    4,691       18,083  
Deferred compensation
    -       929,428  
Accrued expenses and other current liabilities
    1,266,724       1,593,748  
Current liabilities of discontinued operations
    25,000       160,000  
Total current liabilities
    13,979,203       9,352,180  
                 
Long-term liabilities
               
Deferred tax liability
    4,543,000       -  
Term and credit notes payable - long term
    6,555,556       2,454,303  
Other long-term liabilities
    1,037,132       300,124  
Total long-term liabilities
    12,135,688       2,754,427  
                 
Stockholders’ equity (deficit)
               
Preferred stock, $.001 par value:
               
Authorized shares - 500,000 - none issued and outstanding
    -       -  
Common stock, $.001 par value:
               
Authorized shares - 40,000,000, issued shares 23,862,680 and 10,422,617, respectively
               
Outstanding shares - 23,497,123 and 10,035,790, respectively
    23,862       10,422  
Additional paid-in capital
    127,044,862       115,096,953  
Accumulated deficit
    (119,486,242 )     (114,648,037 )
Accumulated other comprehensive income
    (5,579 )     -  
Treasury stock, at cost - 365,557 and 386,827 shares, respectively
    (1,388,797 )     (1,469,604 )
Total stockholders' equity (deficit)
    6,188,106       (1,010,266 )
Total liabilities and stockholders' equity (deficit)
  $ 32,302,997     $ 11,096,341  
 
The accompanying notes are an integral part of these Consolidated Financial Statements.
 
 
4

 
 
INUVO, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
Three and Six Months Ended June 30, 2012 and 2011
 (UNAUDITED)

   
For the Three Months Ended
June 30,
   
For the Six Months Ended
June 30,
 
   
2012
   
2011
   
2012
   
2011
 
                         
Net revenue
  $ 12,873,981     $ 9,213,037     $ 21,641,133     $ 21,006,530  
Cost of revenue
                               
Affiliate expenses
    4,141,462       4,426,446       8,647,162       10,168,212  
Data acquisition
    1,756,446       627,535       2,536,421       1,199,261  
Merchant processing fees and product costs
    199,433       44,832       261,510       102,804  
Cost of services
    6,097,341       5,098,813       11,445,093       11,470,277  
Gross profit
    6,776,640       4,114,224       10,196,040       9,536,253  
Operating expenses
                               
Search costs
    5,422,936       2,296,595       7,265,993       4,790,073  
Compensation and telemarketing
    1,625,790       2,336,656       2,922,355       5,011,430  
Selling, general and administrative
    2,386,083       1,097,888       4,355,546       2,530,558  
Total operating expenses
    9,434,809       5,731,139       14,543,894       12,332,061  
Operating loss
    (2,658,169 )     (1,616,915 )     (4,347,854 )     (2,795,808 )
Other income (expenses)
                               
Litigation settlements
    -       -       -       (374,800 )
Loss on write-off of note receivable
    -       (100,745 )     -       (100,745 )
Interest expense, net
    (104,731 )     (113,600 )     (271,431 )     (210,269 )
Other income (expense), net
    (104,731 )     (214,345 )     (271,431 )     (685,814 )
Loss from continuing operations before taxes
    (2,762,900 )     (1,831,260 )     (4,619,285 )     (3,481,622 )
Income tax expense
    45,977       -       61,977       -  
Net loss from continuing operations
    (2,808,877 )     (1,831,260 )     (4,681,262 )     (3,481,622 )
Net income (loss) from discontinued operations
    (155,236 )     -       (156,943 )     257,136  
Net loss
  $ (2,964,113 )   $ (1,831,260 )   $ (4,838,205 )   $ (3,224,486 )
Other comprehensive income
                               
Foreign currency revaluation
    (10,735 )     -       (5,579 )     -  
Total comprehensive loss
  $ (2,974,848 )   $ (1,831,260 )   $ (4,843,784 )   $ (3,224,486 )
                                 
Per common share data
                               
Basic and diluted
                               
Net loss from continuing operations
  $ (0.12 )   $ (0.21 )   $ (0.25 )   $ (0.40 )
Net loss (income) from discontinued operations
  $ (0.01 )   $ -     $ (0.01 )   $ 0.03  
Net loss
  $ (0.13 )   $ (0.21 )   $ (0.26 )   $ (0.37 )
                                 
Weighted average shares (Basic and diluted)
    23,484,733       8,805,132       19,022,387       8,681,150  

The accompanying notes are an integral part of these Consolidated Financial Statements.

 
5

 

INUVO, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended June 30, 2012 and 2011
(Unaudited)

   
For the Six Months Ended
June 30,
 
   
2012
   
2011
 
             
Operating activities:
           
Net loss
  $ (4,838,205 )   $ (3,224,486 )
Adjustments to reconcile net loss to net cash provided by operating activities:
               
Depreciation and amortization
    3,956,384       2,163,530  
Provision for doubtful accounts
    46,967       25,520  
Loss on write-off of note receivable
    -       100,745  
Deferred compensation
    -       318,975  
Stock based compensation
    386,864       726,711  
Change in operating assets and liabilities:
               
Restricted cash
    (352       137,119  
Accounts receivable
    1,959,018       1,227,703  
Prepaid expenses and other assets
    23,138       90,657  
Accounts payable
    1,396,921       (996,225 )
Deferred revenue
    (13,392 )     (1,838 )
Other accrued expenses and current liabilities
    (3,085,248 )     (194,077 )
Net cash  (used in) provided by operating activities from continuing operations
    (167,905 )     374,334  
Net cash used in operating activities of discontinued operations
    (135,000 )     (296,424 )
Net cash (used in) provided by operating activities
    (302,905 )     77,910  
                 
Investing activities:
               
Purchases of equipment and capitalized development costs
    (628,600 )     (245,382 )
Net cash received from merger with Vertro, Inc., net of merger costs
    2,424,383       -  
Purchase of names database and bundled downloads
    (2,184,076 )     (1,543,247 )
Net cash provided by (used in) investing activities
    (388,293 )     (1,788,629 )
                 
Financing activities:
               
Proceeds from sale of common stock, net
    -       2,680,036  
Proceeds from term note
    5,000,000       -  
Deposit to collateralize letter of credit
    (475,000 )     -  
Advances from credit note payable
    3,000,000       4,396,744  
Payments on term note payable and capital leases
    (3,550,658 )     (3,569,625 )
Net cash provided by financing activities
    3,974,342       3,507,155  
Accumulated other comprehensive income
    (5,579 )     -  
Net change – cash
    3,283,144       1,796,436  
Cash, beginning of period
    4,413       118,561  
Cash, end of period
  $ 3,281,978     $ 1,914,997  
                 
Supplemental information:
               
Interest paid
  $ 238,501     $ 271,506  
Non-cash investing activities:
               
Issuance of stock as settlement of deferred compensation
  $ 915,750     $ -  
Restricted advances on term note payable
  $ 475,000     $ 475,000  
Payment of litigation settlements with common stock
  $ -     $ 365,400  

The accompanying notes are an integral part of these Consolidated Financial Statements.
 
 
6

 
 
INUVO, INC.
Notes to Consolidated Financial Statements

June 30, 2012 and 2011
(Unaudited)

Note 1 - Organization and Business and Accounting Policies

Inuvo® is an internet marketing and technology company specialized in marketing browser-based consumer applications, managing networks of website publishers and operating specialty websites.  We develop software and analytics technology that is accessible over the internet for use by consumers, online advertisers and website publishers. 

On March 1, 2012 we completed our acquisition of Vertro, Inc. (“Vertro”), an internet company that owns and operates the ALOT product portfolio.  Effective with the merger, we are now organized into three operating segments: Software Search, Publisher Network and Partner Programs. Vertro's operations are now part of our Software Search and Partner Programs segments. Our Publisher Network segment consists of the technology and analytics platforms that provide advertisers and publishers the capability to facilitate performance based advertising.  This segment also consists of websites we own and operate. The Partner Programs segment consists of consumer applications we have designed, developed and marketed.  The Software Search, Publisher Network and Partner Programs segments represent approximately 43%, 37% and 20%, respectively, of our total net revenue for the quarter ending June 30, 2012.  Prior to 2012, we were organized under two segments; Web Properties and Performance Marketing.  For presentation purposes, our prior period results included herein have been reclassified for our new segment structure.
 
Merger with Vertro

In evaluating the merger, we, and the management of Vertro believed that the combination of the two companies could create a stronger, more scalable business, from which to attract advertisers, publishers and consumers.  Expected benefits include:
 
 
diversified revenue streams which should mitigate our dependence on one major customer;
 
an existing install and distribution capability through Vertro's ALOT toolbar applications for our consumer facing innovations;
 
a stronger business from which to access both debt and capital markets to support growth;
 
the combination of two experienced digital marketing teams; and
 
the combination will eliminate approximately $2.9 million in overlapping annual operating and public company expenses.
 
We are currently integrating the operations of the two companies.

 
7

 
 
Software Search

Following our acquisition of Vertro, effective March 1, 2012, we are including the ALOT product line into what we now call our Software Search segment.  The ALOT product line offers two primary products to consumers, ALOT Home, a homepage product, and ALOT Appbar, a software application that consumers install into their web browsers. Both ALOT Home and ALOT Appbar include a search box from which consumers conduct type-in web search requests. The ALOT Appbar provides access to a library of applications, which are used by consumers to receive dynamic information, perform useful tasks, or access their favorite content online. There are hundreds of apps available for consumers to choose from ranging from a weather app that provides an at-a-glance snapshot of the weather for the coming four days, to a radio app that enables consumers to instantly listen to thousands of radio stations from around the world. All ALOT products and apps are free to download and use.
 
In addition to displaying apps, the ALOT Home and ALOT Appbar products also include a search box from which a majority of the  revenue has historically been derived. Users conduct millions of searches per day producing both algorithmic results and sponsored listings. Both the algorithmic results and sponsored listings are provided by third parties with whom we have contractual relationships. If users click on a sponsored listing after conducting a search, we earn a percentage of the total click-through revenue provided by the third-party that placed the advertisement. Historically, search revenue from Google accounted for over 80% of revenue from the ALOT operations.

Publisher Network

The Publisher Network segment designs, builds, implements, manages and sells the various technology platforms and services we offer.  In this business, we mediate between advertisers and publishers to facilitate performance-based advertising.  Our Publisher Network is made up of thousands of different websites, from large, well-known portals to independent tech bloggers. The Publisher Network segment consolidates some of the disparate technologies and platforms we acquired between 2002 and 2008 into the Inuvo platform.  The Inuvo platform is an open, fraud filtering, lead generation marketplace designed to allow advertisers and publishers to manage their transactions in an automated and transparent environment. In addition to the core Inuvo platform for advertisers and publishers, we continue to sell services and license legacy platforms and directories within the Publisher Network segment, including:
 
    
The ValidClick® service at www.validclick.com.  ValidClick is a fraud filtering, pay-per-click marketplace where publishers can integrate dynamically-generated advertisements within their websites based on the demographics and natural search behaviors of the consumer. ValidClick provides publishers with access to tens of thousands of advertisers in an easy-to-use XML-based implementation, giving the publisher greater control over content and integration than other competitive offerings.
 
    
The LocalXML service at www.localxml.com.  LocalXML is a service which allows publishers to make real-time calls to the LocalXML database.  These calls answer the simple questions “what” and “where.”  For example, “what” equals “steaks” and “where” equals “Tampa,” from which the LocalXML database returns a complete listing of all local businesses in Tampa that meet this criteria.  Publishers may customize how the data appears on their site, and include user reviews of the businesses searched.  The LocalXML service is designed to be bundled with the ValidClick service described above.
 
    
The Yellowise.com™ directory search web site at www.yellowise.com and the recently launched Local.ALOT.com website are included in the Publisher Network segment as well. Both websites are local search and review sites powered by the LocalXML service.  Users may search by category and location, and receive requested search results.  Users may also post reviews of their favorite and not-so-favorite businesses making the reviews available to all other users of the site. 
 
Partner Programs

The Partner Programs segment designs, builds and implements unique offers that generate revenue from the sale of products, services, data and advertising. It consists of display revenues, affiliate programs, data sales, Kowabunga® and BargainMatch.  This segment includes the non-search revenue generated from the ALOT products when users interact with certain applications from within the Appbars. We refer to these as sponsored apps and they generate either pay-per-click or cost-per-action revenue. Website page-views are also monetized through cost-per-thousand display ads. We also utilize user data to enhance product offering and generate additional revenue.
 
 
8

 
 
    
The Kowabunga consumer daily deals website at www.kowabunga.com.  Kowabunga is a daily deal program focused on rural America, a market Inuvo believes is underserved by market leaders. Inuvo has access to millions of consumers through its search marketing operations that are potential customers for a local deal of the day.  Inuvo is partnering with a national direct marketer, which currently markets offers from thousands of merchants in rural America. Inuvo has developed the infrastructure to present daily local offers from the inventory of its partner to the consumers from the Inuvo Platform.  Inuvo believes that the potential reach of this program is to approximately 20 million households in 25 states, with a potential for 90% household penetration, 2,500 national and local retail advertisers. Kowabunga was launched in the third quarter of 2011.
 
    
The BargainMatch consumer product comparison-shopping and shopping rewards website at www.BargainMatch.com.  BargainMatch is also a service which allows publishers to offer their visitors an online shopping experienced branded around their site with rewards to consumers coming in the form of cash back on every online purchase made through the publisher. The service has been designed and positioned as a consumer loyalty solution.  The product line also includes a consumer facing application which can be downloaded at www.bargainmatch.com/installnow.
 
    
The MyAP® Affiliate Platform at www.MyAP.com.  MyAP is a complete affiliate tracking and management software solution providing advertisers the ability to sign up, manage and track the activities of their publishers through a reliable, easy-to-use, and privately-branded platform with full data transparency.  Where the Inuvo Platform is an open platform where many advertisers and publishers interact, the MyAP platform is designed specifically to allow merchants to build private affiliate networks. Each advertising customer of MyAP is supported by a unique implementation of the software, customized to suit their individual needs and populated by publishers who use the platform exclusively for that advertiser.  Today, MyAP supports hundreds of customers.
 
    
ALOT Display comprises various display advertising opportunities throughout the ALOT product platform, including our www.alothome.com default home page, hundreds of Apps in our ALOT Appbar, and other ALOT-branded websites.
 
Liquidity

On March 1, 2012, we entered into a new Business Financing Agreement with Bridge Bank, N.A. for a revolving credit facility of up to $10 million and a term loan for up to $5 million. The Business Financing Agreement replaced our then existing $8 million revolving credit facility with Bridge Bank. The new credit facility is used primarily to satisfy our working capital needs.  We believe with the higher loan availability from the new bank facility and our plan to reduce duplicate costs with respect to the merger with Vertro, we will have sufficient cash for the next twelve months. On June 29, 2012, we entered into a modification of the Business Financing Agreement to waive certain events of default in April and May 2012, and modify the financial covenants thereafter.
 
Discontinued Operations
 
At June 30, 2012, we reported a loss from discontinued operations associated with Vertro's European operations. During the six months ended June 30, 2011, we settled a lawsuit resulting in a gain of approximately $257,000 from a business sold in 2010, MarketSmart Advertising ("MSA").

 
9

 
 
Basis of Presentation

The consolidated financial statements include our accounts and those of our subsidiaries.  All inter-company accounts and transactions are eliminated in consolidation.
 
The accompanying unaudited interim consolidated financial statements as of June 30, 2012 and for the three and six months ended June 30, 2012 and 2011 are prepared pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) are condensed or omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2011 and filed with the SEC. The interim consolidated financial information contained herein is not certified or audited; it reflects all adjustments (consisting of only normal recurring accruals) which are, in the opinion of management, necessary for a fair statement of the operating results for the periods presented, stated on a basis consistent with that of the audited consolidated financial statements. The results of operations for any interim period are not necessarily indicative of results to be expected for the full year. Our consolidated financial statements for the six months ended June 30, 2012 include four months of the operations and financial results of the Vertro subsidiary which was acquired on March 1, 2012. 
 
Reclassification

For comparability, the 2011 consolidated financial statements reflect reclassifications where appropriate to conform to the interim consolidated financial statement presentation used in 2012.  These reclassifications have no effect on total stockholders' equity (deficit) or net loss.

Use of Estimates
 
The preparation of the consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated financial statements and the reported amounts of net revenue and expenses in the reporting period. We regularly evaluate estimates and assumptions related to allowances for returns and redemptions, allowances for doubtful accounts, goodwill and purchased intangible asset valuations, lives of intangible assets, deferred income tax asset valuation allowances, stock compensation, and the value of stock options and warrants. We base our estimates and assumptions on current facts, historical experience and on various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The actual results experienced by us may differ materially and adversely from management's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Credit Risk, Customer and Vendor Evaluation

Accounts receivable are typically unsecured and are derived from sales to customers. We perform ongoing credit evaluations of our customers and maintain allowances for estimated credit losses. We apply judgment as to our ability to collect outstanding receivables based primarily on management's evaluation of the customer's financial condition and past collection history and records a specific allowance. In addition, we record an allowance based on the length of time the receivables are past due.

At June 30, 2012 and subsequent to the merger with Vertro, we have two individual customers with accounts receivable balances greater than 10% of our gross accounts receivable from continuing operations. These customers owed approximately $3.9 million or 65.3% of gross accounts receivable from continuing operations at June 30, 2012.  These same customers contributed approximately $8.8 million or 68.6% of total net revenue from continuing operations for the three months ended June 30, 2012 and $16.6 or 76.6% of total net revenue from continuing operations for the six months ended June 30, 2012. At June 30, 2011, we had one customer with receivable balance greater than 10% of our gross accounts receivable from continuing operations. This customer owed approximately $2.3 million or 62.6% of gross accounts receivable from continuing operations at June 30, 2011. This same customer contributed approximately $8.1 million or 88.0% of total net revenue from continuing operations for the three months ended June 30, 2011, and $17.9 million or 85.4% of total net revenue from continuing operations for the six months ended June 30, 2011.

 
10

 
 
Note 2 - Property and Equipment
 
The net carrying value of property and equipment consisted of the following as of:
 
   
June 30, 2012
   
December 31, 2011
 
   
(unaudited)
       
                 
Furniture and fixtures
  $ 427,121     $ 427,121  
Equipment
    2,378,502       2,005,505  
Software
    7,751,757       5,469,804  
Leasehold improvements
    343,796       310,416  
Subtotal
    10,901,176       8,212,846  
Less: accumulated depreciation and amortization
    (7,758,455 )     (6,622,835 )
Total
  $ 3,142,721     $ 1,590,011  
 
Depreciation and amortization expense related to property and equipment for the three months ended June 30, 2012 and 2011 was approximately $527,000 and $391,000, respectively. Additionally, depreciation and amortization expense for the six months ended June 30, 2012 and 2011 was approximately $1,136,000 and $935,000, respectively. Depreciation and amortization is included in selling, general and administrative expenses in the accompanying consolidated statements of comprehensive loss.

Note 3 - Goodwill and Intangible Assets
 
The following is a schedule of our intangible assets from continuing operations as of June 30, 2012 (unaudited):
 
Description
 
Term
   
Carrying Value
    Accumulated Amortization (1)    
Net Carrying Value
 
                         
Names database
 
9 months
    $ 15,674,650     $ (15,231,891 )   $ 442,759  
Customer list
 
20 years
      8,820,000       (147,000 )     8,673,000  
Customer list
 
10 years
      1,610,000       (53,668 )     1,556,332  
Bundled downloads
 
4.5 months
      1,930,989       (1,410,350 )     520,639  
Exclusivity and non-compete agreements
 
1 year
      270,000       (190,000 )     80,000  
Tradenames
 
5 years
      960,000       (64,000 )     896,000  
Tradenames
    -       390,000       -       390,000  
 Total intangible assets
          $ 29,655,639     $ (17,096,909 )   $ 12,558,730  
Goodwill
          $ 6,067,270     $ -     $ 6,067,270  
 
(1)
Amortization for  the three months ended June 30, 2012 and 2011 was approximately; names database $607,000 and $628,000, respectively, bundled downloads $269,000 and $0, respectively; customer lists $151,000 and $0, respectively; exclusivity and non-compete agreements $30,000 and $0, respectively; and trademarks $48,000 and $0, respectively. Amortization for the six months ended June 30, 2012 and 2011 was approximately; $1,106,000 and $1,199,000, respectively; bundled downloads $1,410,000 and $0, respectively; customer lists $201,000 and $0, respectively; exclusivity and non-compete agreements $40,000 and $0 respectively; and trademarks $64,000 and $0, respectively. Intangible assets with an amortization term of less than one year are shown in the current assets section of the consolidated balance sheets.
 
 
11

 
 
Our amortization expense over the next five years and thereafter as of June 30, 2012 is as follows:
 
2012
  $ 1,367,356  
2013
    867,041  
2014
    794,000  
2015
    794,000  
2016
    794,000  
Thereafter
    7,552,333  
Total
  $ 12,168,730  
 
Note 4 - Accrued Expenses and Other Current Liabilities
 
The accrued expenses and other current liabilities consisted of the following as of:
 
   
June 30,
2012
   
December 31,
2011
 
   
(Unaudited)
       
             
Taxes
  $ 310,589     $ -  
Search costs
    125,256       109,706  
Payroll and commission liabilities
    88,223       8,370  
Capital leases - current portion
    63,022       57,581  
Affiliate expenses
    32,582       16,570  
All other expenses
    647,052       1,401,521  
     Total
  $ 1,266,724     $ 1,593,748  
 
 
12

 
 
Note 5 - Other Long Term Liabilities
 
Other long term liabilities consisted of the following as of:
 
   
June 30,
 2012
   
December 31,
2011
 
   
(Unaudited)
       
                 
Taxes payable
  $ 506,453     $ -  
Deferred rent
    430,040       283,469  
Capital leases - less current portion
    67,901       16,655  
Long-term deposits
    32,738       -  
     Total
  $ 1,037,132     $ 300,124  
 
Note 6 - Term and Credit Note Payable

The following table summarizes our notes payable balance as of:
 
Lender
Due Date
 
Interest Rate
 
June 30,
 2012
 
December 31,
2011
         
(Unaudited)
   
Bridge Bank - term note; paid in full on March 1, 2012
February 2013
 
Prime + 2 percentage points
 
$
-
   
$
475,000
 
Bridge Bank - term note
February 2016
 
Prime + 1 percentage points
 
4,888,889
     
Bridge Bank - credit facility; paid in full on March 1, 2012
February 2013
 
Prime + 2 percentage points
 
-
   
2,431,303
 
Bridge Bank - credit facility
February 2014
 
Prime + 0.5 percentage points
 
3,000,000
     
Totals
       
7,888,889
   
2,906,303
 
Less: term and credit facility payable - current portion
       
(1,333,333
)
 
(452,000
)
Term and credit facility - long-term
       
$
6,555,556
   
$
2,454,303
 
 
 
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Principal Payments Due
 
Principal payments due are as follows as of June 30, 2012:
 
2012
  $ 666,667  
2013
    1,333,333  
2014
    1,333,333  
2015
    1,333,333  
2016
    222,223  
Total
  $ 4,888,889  

On March 1, 2012, we entered into a new Business Financing Agreement with Bridge Bank. N.A. (“Bridge Bank”), for up to a $10 million revolving credit facility (the “Revolving Credit Line”) and a $5 million term loan (the “Term Loan”).  The Revolving Credit Line replaced our then existing $8 million revolving credit facility. The new credit facility will be used primarily to satisfy our working capital needs following the closing of the merger with Vertro described herein.  As of June 30, 2012, there was approximately $1.4 million credit available on the revolving credit facility and $0 on the term loan. Subject to the terms of the new agreement, we are entitled to obtain advances against the Revolving Credit Line up to 80% of eligible accounts receivable balances, which are generally those balances owed by U.S. based customers that are less than 90 days from the date of invoice, plus $1 million up to the credit limit of $10 million.  In addition, subject to the terms of the agreement, we are entitled to borrow up to $5 million under the Term Loan, which is repayable in 45 equal monthly installments beginning June 2012. The Revolving Credit Line portion of the credit facility expires on February 28, 2014, at which time all loan advances under the Revolving Credit Line become due and payable. The Term Loan expires in February 2016. Under the terms of the new agreement, we must maintain certain depository, operating and investment accounts at Bridge Bank; provide Bridge Bank a first priority perfected security interest in all of our accounts and personal property; provide various monthly, quarterly and annual reports; and limit additional indebtedness to $500,000 of purchase money including capital leases and an additional $500,000 of all other indebtedness.  We were required to maintain through May 2012 an “operating profit” of net income plus interest and taxes plus non-cash expenses for amortization, depreciation, stock based compensation, discontinued operations, non-recurring non-cash items and certain closing costs associated with the Vertro transaction of not less than $200,000 for the immediate preceding three month period; after May 2012 a Debt Service Coverage Ratio of at least 1.50 to 1.0 tested on the immediate preceding three month period; and an Asset Coverage Ratio of not less than 1.10 to 1 at all times until September 30, 2012 and 1.25 to 1.0 thereafter.  Interest on the Revolving Credit Line is payable monthly at prime plus 0.5% (3.75% at June 30, 2012) plus a monthly maintenance fee of 0.125 percentage points on the average daily account balance.  Interest on the Term Loan bears interest at prime plus 1% (4.25% at June 30, 2012).  In connection with establishing the credit facility, the Company incurred fees payable to Bridge Bank of approximately $100,000. The agreement calls for a termination fee until the first anniversary and prepayment fee on the Term Loan until the first anniversary.
 
On June 29, 2012 we entered into the First Business Financing with Bridge Bank which changed the minimum Asset Coverage Ratio to 0.75 to 1.00 for June 2012 through August 2012, then 0.80 to 1.00 for September 2012, 0.85 to 1.00 for October 2012 and to 1.00 to 1.00 for November 2012 and thereafter. It also changed the minimum Operating Profit to $200,000 for June 2012, then $500,000 for July 2012, $1,000,000 for August 2012 and to $1,500,000 for September 2012 and thereafter. Also changed was the minimum Debt Service ratio to 1.5 to 1.0 beginning October 2012 and thereafter. Further, the First Business Financing Modification Agreement waived the event of default caused by the non-compliance of the minimum Debt Coverage ratio in April and May 2012.
 
 
14

 

As of June 30, 2012, we were in compliance with all terms of the amended Bridge Bank credit facility.
 
Note 7 - Stock-Based Compensation Plans

The stock option program is a long-term retention program that is intended to attract, retain and provide incentives for talented employees, officers and directors, and to align stockholder and employee interests. We consider our option programs critical to our operation and productivity. Currently, we grant options and restricted stock awards ("RSAs") from two shareholder approved plans, the 2005 Long-Term Incentive Plan ("2005 LTIP") and the 2010 Equity Compensation Plan (“2010 ECP”). Option and restricted stock unit vesting periods are generally zero to three years.

On September 23, 2011, all unexpired stock options had their expiration term extended by 5 years from the date of grant.  The extension of the termination period for these stock options increased the expected life of the options by approximately one year and accordingly increased the fair market value of these stock options by approximately $283,000 of which $117,000 was related to fully vested stock options and was recorded as a charge to expense in the third quarter of 2011.  We are amortizing $166,000 over the remaining vesting periods.

On January 1, 2012, the number of shares of our common stock issuable under the 2010 ECP was increased by 100,357 shares due to the ever-green provision as part of the 2010 ECP.  Additionally, effective February 29, 2012, our shareholders increased the number of shares of our common stock issuable under the 2010 ECP by 2.5 million shares.  As of March 31, 2012, we had reserved under our 2005 LTIP 1.0 million shares of common stock for issuance and another 3,385,945 shares under our 2010 ECP.

The following table summarizes all stock based compensation grants as of June 30, 2012:

   
Stock Options Outstanding
   
RSA's
Outstanding
   
Options and RSA's
Exercised
   
Available Shares
   
Total
 
                                         
2010 ECP
    591,551       3,144       903,696       1,889,054       3,387,445  
2005 LTIP
    603,175       46,119       214,164       136,542       1,000,000  
Total
    1,194,726       49,263       1,117,860       2,025,596       4,387,445  
 
The fair value of RSAs is determined using the market value of the common stock on the date of the grant.  The fair value of stock options is determined using the Black-Scholes 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. Under Accounting Standards Codification (“ASC”) 718, “Compensation-Stock Compensation,” forfeitures are estimated at the time of valuation and reduce expense ratably over the vesting period.  The forfeiture rate, which is currently estimated at a weighted average of 25% 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.

 
15

 
 
We recorded stock-based compensation expense for all equity incentive plans of approximately $192,000 and $552,000 for the three months ended June 30, 2012 and 2011 respectively. Additionally, stock- based compensation for the six months ended June 30, 2012 and 2011, was $387,000 and $978,000, respectively.  
 
At June 30, 2012, the aggregate intrinsic value of all outstanding options is $0 and has a weighted average remaining contractual term of 7.53 years. As of June 30, 2012, 750,256 of the outstanding options are exercisable and have an aggregate intrinsic value of $0, a weighted average exercise price of $2.93 and a weighted average remaining contractual term of approximately 7.27 years.  The total compensation cost at June 30, 2012 related to non-vested awards not yet recognized was approximately $565,000 and has an average remaining expense recognition period of 1.02 years. As a result of the merger, we had 118,842 options outstanding as of June 30, 2012 that were not part of either plan.
 
The following table summarizes unaudited information about stock option activity during the six months ended June 30, 2012 and 2011, respectively.
 
   
2012
   
2011
 
   
Options
   
Weighted Average Exercise Price
   
Options
   
Weighted Average Exercise Price
 
                                 
Outstanding, beginning of period
    1,358,717     $ 2.83       1,223,159     $ 3.74  
Granted
    -     $ -       300,000     $ 2.93  
Forfeited or expired
    (163,991 )   $ 3.16       (70,011 )   $ 5.71  
Exercised
    -     $ -       -     $ -  
Outstanding, end of period
    1,194,726     $ 2.81       1,453,148     $ 3.28  
Exercisable, end of period
    750,256     $ 2.93       485,346     $ 4.46  

No option or warrant exercises occurred under any share-based payment arrangements for the three and six months ended June 30, 2012 and 2011. As part of the merger with Vertro on March 1, 2012, 118,842 options were outstanding that are not part of the existing plans.

In accordance with ASC 718, the fair values of options granted were not changed. There were no options granted during the six months ended June 30, 2012.  The fair value of options granted during the six months ended June 30, 2011 were estimated assuming the following weighted averages: 

   
2012
   
2011
                 
Expected life in years
    -       4.5  
Volatility
    -       141.10 %
Risk free interest rate
    -       2.15 %
Dividend yield
    -       -  

Expected volatility is based on the historical volatility of our common stock over the period commensurate with, or longer than, the expected life of the options.  The expected life of the options is based on the vesting schedule of the option in relation to the overall term of the option.  The risk free interest rate is based on the market yield of the US Treasury Bill with a 5 year term. We do not anticipate paying any dividends so the dividend yield utilized in the model is zero.

 
16

 
 
Deferred Compensation

During the three and six months ended June 30, 2011, our executive officers, certain of our senior management and our board of directors, voluntarily elected to defer a portion of their compensation.  The amount of the deferred compensation was approximately $132,000 and $319,000 for the three and six months ended June 30, 2011, respectively.  As an incentive for officers, management and directors to participate in the elected deferrals, we granted them RSAs with a fair value equal to the amount of the deferred compensation.  The RSAs will vest upon the earlier of repayment of the deferred compensation or December 31, 2011.  The number of RSAs granted in conjunction with the deferred compensation was 47,662 and 113,817 for the three and six months ended June 30, 2011, respectively, and were granted at an exercise price of the greater of fair market value on the date of each grant or $2.50.  There was no deferred compensation in the three and six months ended June 30, 2012. As of June 30, 2012, all RSAs granted in connection with these elected deferrals were issued (see Note 8).
Warrants Outstanding

As of June 30, 2012, we have outstanding warrants for the potential issuance of 765,000 shares of common stock. Exercise price for these warrants ranges from $1.50 to $15.00. These warrants were primarily issued in connection with acquisitions, private placements and debt issuances.

Note 8 - Sale of Common Stock and Treasury Stock

In August 2011, we retired 164,869 shares of our common stock held in treasury valued at approximately $627,000.  In February 2012, we retired 21,270 shares of our common stock valued at approximately $81,000.

The merger agreement with Vertro required that at closing of the merger, we pay outstanding obligations under our deferred compensation program and bonus agreements to our executive officers, board of directors and certain management employees with our common stock in lieu of cash.  These obligations were satisfied by issuing 1,017,742 shares of our common stock.  At the same time, 284,962 of the common stock issued to executives, board directors and managers were withheld by us at the same value as issued, to pay for the associated individual's income taxes, approximately $256,000.  Those shares withheld were retired.

Note 9 - Income Taxes
 
We are currently open to audit under the statute of limitations by the Internal Revenue Service for the years ending December 31, 2008 through 2011.  Our state income tax returns are also open to audit under the statute of limitations for the years ending December 31, 2008 through 2011.  

As of June 30, 2012, we have accrued $506,453 for uncertain tax positions that we reported as discrete items in the other long-term liabilities section of the consolidated balance sheet (unaudited) as of June 30, 2012.
 
Due to the recent history of tax losses, the economic conditions in which we operate, recent organizational changes, and near term projections, we concluded that we are unable to support a conclusion that it is more likely than not that any of our deferred income tax assets will be realized.  As a result, we have recorded a full valuation allowance for the net deferred tax assets at June 30, 2012 and December 31, 2011. We recorded a deferred tax liability of $4,543,000 as a result of the merger with Vertro on March 1, 2012. 
 
 
17

 

Note 10 - Discontinued Operations

The table below summarizes unaudited financial results of discontinued operations which are comprised of the European operations from our merger with Vertro in March 2012 and the settlement of a lawsuit involving a lease with our discontinued MSA operations which resulted in a one-time credit of approximately $257,000 in March 2011.   The unaudited results for discontinued operations in the three and six months ended June 30, 2012 and 2011 are:
 
   
For the Three Months Ended
June 30,
   
For the Six Months Ended
June 30,
 
   
2012
   
2011
   
2012
   
2011
 
                                 
Revenue
  $ -     $ -     $ -     $ -  
(Loss) income from discontinued operations before sale
            -       (1,709 )     -  
(Loss) income from discontinued operations primarily  for European operations acquired from merger with Vertro
    (155,236 )             (155,234 )        
Gain from litigation settlement in discontinued operations
    -       -       -       257,136  
(Loss) income from discontinued operations
  $ (155,236 )   $ -     $ (156,943 )   $ 257,136  
 
Note 11 - Net Loss Per Common Share
 
During the periods presented, we had securities, mainly stock options and warrants, which could potentially dilute basic earnings per share in the future, but were excluded from the computation of diluted net loss per share, as their effect are anti-dilutive.  Per share data is based on the weighted average number of shares outstanding.
 
Note 12 - Impact of Recent Accounting Pronouncements
 
ASU 2011-08- In September 2011, the Financial Accounting Standards Board ("FASB") issued “Intangibles-Goodwill and Other: Testing Goodwill for Impairment” to simplify the goodwill impairment test. The change allows companies to first decide whether they need to do the two-step test by allowing companies to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount.  This amendment also includes examples of how the amended test should be carried out. This amendment is effective for annual and interim tests performed for fiscal years beginning after December 15, 2011, although early adoption is permitted. The effect of adopting this statement is not expected to have an impact on our financial position or results of operations.

ASU 2011-05 - In June 2011, the FASB issued “Presentation of Comprehensive Income”. For annual periods, an entity has the option to present the components of comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. For interim periods, total comprehensive income is required to be disclosed either below net income on the income statement or as a separate statement. The Accounting Standards Update ("ASU") does not change the items that must be reported as other comprehensive income. Whether presenting two separate statements or one continuous statement in annual periods, the ASU required entities to present reclassifications from other comprehensive income in the statement reporting net income. In December 2011, however, the FASB deferred this requirement when it issued ASU 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassification of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05”, which has the same effective date as ASU 2011-05. Companies must continue to disclose reclassifications from other comprehensive income on the statement that reports other comprehensive income, or in the notes to the financial statements. We adopted this guidance effective January 1, 2012, and disclosed total comprehensive income below net income on the income statement in our interim financial statements. The effect of adopting this statement is not expected to have an impact on our financial position or results of operations.
 
Other recent accounting pronouncements issued by the FASB, the American Institute of Certified Public Accountants (AICPA), and the SEC did not or are not believed by management to have a material impact on our present or future consolidated financial statements.
 
 
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Note 13 - Segment Analysis
 
In 2012, management reorganized the operations along three new operating segments - Publisher Network, Software Search and Partner Programs.  Prior to 2012, our two segments were classified as Performance Marketing and Web Properties segments.
 
Listed below is an unaudited presentation of net revenue and gross profit for all reportable segments for the three and six months ended June 30, 2012 and 2011. We currently only track certain assets at the segment level and therefore assets by segment are not presented below.

Net Revenue by Industry Segment
(in thousands)

   
Three Months Ended June 30,
   
Six Months Ended June 30,
 
   
2012 ($)
   
% of Revenue
   
2011 ($)
   
% of Revenue
   
2012 ($)
   
% of Revenue
   
2011 ($)
   
% of Revenue
 
                                                                 
Publisher Network
    4,835       37.6 %     8,113       88.1 %     10,460       48.3 %     17,963       85.5 %
Software Search
    5,496       42.7 %           %     7,264       33.6 %           %
Partner Programs
    2,543       19.8 %     1,100       11.9 %     3,918       18.1 %     3,043       14.5 %
Total net revenue
    12,874       100.0 %     9,213       100.0 %     21,642       100.0 %     21,006       100.0 %

 
19

 

Gross Profit by Industry Segment
(in thousands)

   
Three Months Ended June 30,
   
Six Months Ended June 30,
 
   
2012
   
% of Net Revenue
   
2011
   
% of Net Revenue
   
2012
   
% of Net Revenue
   
2011
   
% of Net Revenue
 
                                                                 
Publisher Network
    964       7.5 %     3,683       40.0 %     2,205       10.2 %     7,796       37.7 %
Software Search
    4,151       32.2 %     -       - %     5,604       25.9 %     -       - %
Partner Programs
    1,661       12.9 %     432       4.7 %     2,388       11.0 %     1,740       8.3 %
Total gross profit
    6,776       52.6 %     4,115       44.7 %     10,197       47.1 %     9,536       45.4 %

Note 14 - Merger with Vertro, Inc.

Effective March 1, 2012, we merged with Vertro.  Pursuant to the terms and conditions of the merger agreement, Vertro became a wholly owned subsidiary of Inuvo and we issued to the Vertro stockholders 12,713,552 shares of our common stock for all the outstanding shares of Vertro common stock. Upon closing of the merger, all the shares of Vertro common stock, which traded under the symbol “VTRO,” were delisted from the NASDAQ Capital Market and ceased trading.

The following summarizes the net assets received and liabilities assumed in the merger with Vertro:
 
Total consideration paid in common stock
  $ 11,442,196  
Fair value of assets acquired:
       
Accounts receivable, net
    (2,093,845 )
Other current assets
    (520,342 )
Property and equipment
    (2,059,729 )
Other assets
    (283,911 )
Goodwill
    (4,286,206 )
Intangible assets
    (11,857,537 )
Fair value of liabilities assumed:
       
Accounts payable
    3,753,613  
Outstanding balance on credit facility
    1,000,000  
Accrued expenses
    2,779,807  
Deferred tax liability
    4,543,000  
Other long-term liabilities
    709,991  
Cash received in merger
  $ 3,127,037  
Stock issuance costs
    (687,679 )
Net cash received in merger
  $ 2,439,358  
 
Unaudited Pro Forma Results of Operations
 
As a result of the merger with Vertro, effective March 1, 2012 the unaudited pro forma consolidated operating results for the six months ended June 30, 2012 and 2011, would have been revenue of $25,425,932 and $36,901,697, respectively; net loss of $7,047,982 and $3,653,011, respectively; and basic and diluted loss per share of $0.37 and $0.42, respectively. The pro forma results do not include any anticipated synergies which may occur subsequent to the acquisition date. Accordingly, such pro forma amounts are not necessarily indicative of the results that actually would have occurred had the acquisition been completed on the dates indicated, nor are they indicative of our future combined operating results.
 
 
20

 

Note 15 - Litigation and Settlements

From time to time we may become subject to legal proceedings, claims and litigation arising in the ordinary course of business. In addition, we are currently involved in the following litigation which is not incidental to its business:
 
Shareholder Class Action Lawsuits.  In 2005, five putative securities fraud class action lawsuits were filed against Vertro and certain of its former officers and directors in the United States District Court for the Middle District of Florida, which were subsequently consolidated. The consolidated complaint alleged that Vertro and the individual defendants violated Section 10(b) of the Exchange Act and that the individual defendants also violated Section 20(a) of the Exchange Act as “control persons.” Plaintiffs sought unspecified damages and other relief alleging that, during the putative class period, Vertro made certain misleading statements and omitted material information. The court granted Defendants' motion for summary judgment on November 16, 2009, and the court entered final judgment in favor of all Defendants on December 7, 2009. Plaintiffs appealed the summary judgment ruling and the court's prior orders dismissing certain claims. On September 30, 2011, the Court of Appeals for the Eleventh Circuit affirmed the dismissal of 9 of the 11 alleged misstatements and reversed the court's prior order on summary judgment.  Vertro intends to file a petition for certiorari with the United States Supreme Court seeking review of the Eleventh Circuit's decision. On April 16, 2012, Vertro filed a petition for a writ of certiorari with the United States Supreme Court seeking review of the Eleventh Circuit's decision.  The certiorari petition is fully briefed and the parties are awaiting a ruling from the Supreme Court.
   
Derivative Stockholder Litigation.  On July 25, 2005, a stockholder, Bruce Verduyn, filed a putative derivative action purportedly on behalf of Vertro in the United States District Court for the Middle District of Florida, against certain of Vertro's directors and officers. This action is based on substantially the same facts alleged in the securities class action litigation described above. The complaint is seeking to recover damages in an unspecified amount. By agreement of the parties and by orders of the court, the case was stayed pending the resolution of the defendant's motion to dismiss in the securities class action. On July 10, 2007, the parties filed a stipulation to continue the stay of the litigation. On July 13, 2007, the court granted the stipulation to continue the stay and administratively closed the case pending notification by plaintiff's counsel that the case is due to be reopened.

State of Florida civil investigation re Inuvo, Inc. formerly d/b/a iLead Media, LLC d/b/a Home Biz Ventures, LLC, Case No. L09-3-1186. The State of Florida Attorney General's office served a subpoena for documents on November 23, 2009, relating to the negative-option marketing business of former Inuvo subsidiary iLead Media, LLC. Inuvo responded to the subpoena and has continued to engage in informational exchanges with the Attorney General's office.

Beth Tarczynski v. Inuvo, Inc. d/b/a Blog Tool Kit, Home Biz Ventures, LLC, and John Doe Defendants; Case No. 11-5111-CI-7, in the Circuit Court for the Sixth Judicial Circuit of Florida.  On June 10, 2011, a putative class action complaint was filed alleging violations of the Florida statute prohibiting misleading advertisements, violation of Florida's Deceptive and Unfair Trade Practices Act, fraud in the inducement, conspiracy to commit fraud, restitution/unjust enrichment, and breach of contract. The plaintiffs are seeking certification of a statewide class and unspecified damages. Initial discovery has begun and Inuvo is vigorously defending the action.
 
Express Revenue, Inc. v. Inuvo, Inc.; Case No. 10-44118-13, in the Circuit Court for the Seventeenth Judicial Circuit of Florida.   On November 4, 2010, the plaintiff filed this lawsuit alleging breach of oral contract, and violation of Florida Statute §68.065, among other claims, and seeking approximately $30,000 for allegedly unpaid commissions dating back to 2009. Initial discovery has begun and Inuvo is vigorously defending the action.

Corporate Square, LLC v. Think Partnership, Inc., Scott Mitchell, and Kristine Mitchell; Case No. 08-019230-CI-11, in the Circuit Court for the Sixth Judicial Circuit of Florida.  This complaint, filed on December 17, 2008, involves a claim by a former commercial landlord for alleged improper removal of an electric generator and for unpaid electricity expenses, amounting to approximately $60,000. The litigation has not been actively prosecuted, but the plaintiff recently served discovery requests seeking additional information. Inuvo is actively defending this action, and the co-defendants' separate counsel is likewise defending the claim against the co-defendants.
 
Oltean, et al. v. Think Partnership, Inc.; Edmonton, Alberta CA. On March 6, 2008, Kelly Oltean, Mike Baldock and Terry Schultz, former employees, filed a breach of employment claim against Inuvo in The Court of Queen's Bench of Alberta, Judicial District of Edmonton, Canada, claiming damages for wrongful dismissal in the amount of $200,000 for each of Kelly Oltean and Terry Schultz and $187,500 for Mike Baldock. On March 6, 2008, the same three plaintiffs filed a similar statement of claim against Vintacom Acquisition Company, ULC, a subsidiary of Inuvo, again for wrongful dismissal and claiming the same damages. In October 2009, the two actions were consolidated. The case is in the discovery stage and Inuvo is vigorously defending the matter.
 
 
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Litigation Relating to the Merger. On October 27, 2011, a complaint was filed in the Supreme Court of the State of New York, County of New York against Vertro, its directors, Inuvo, and Anhinga Merger Subsidiary, Inc. on behalf of a putative class of Vertro shareholders (the “New York Action”).  Two other complaints, also purportedly brought on behalf of the same class of shareholders, were filed on November 3 and 10, 2011, against these same defendants in Delaware Chancery Court and were ultimately consolidated by the Court (the “Delaware Action”).  The plaintiffs in both the New York and the Delaware Actions alleged that Vertro's board of directors breached their fiduciary duties regarding the merger with Inuvo and that Vertro, Inuvo, and Anhinga Merger Subsidiary, Inc. aided and abetted the alleged breach of fiduciary duties. The plaintiffs asked that the merger be enjoined and sought other unspecified monetary relief. 
 
Plaintiffs in the Delaware Action requested expedited discovery and related proceedings, but this request was denied by the Delaware Chancery Court on December 21, 2011.  Defendants in the Delaware Action moved to dismiss plaintiffs' complaint, but before the briefing of that motion was complete the plaintiffs filed a notice and proposed order of voluntary dismissal without prejudice, which was entered by the Delaware Court on March 20, 2012.  The defendants in the New York Action also moved to dismiss the complaint, or in the alternative to stay proceedings.  The New York Court granted Defendants' motion to stay on February 22, 2012 and, as a result of this ruling, the Court denied without prejudice defendants' motion to dismiss and the plaintiff's pending request for expedited discovery. Plaintiffs in the New York action then filed a Second Amended Complaint on June 19, 2012 and, on July 9, 2012, Defendants moved to dismiss that complaint for failure to state a claim.

Scott Mitchell v. Inuvo. In January 2012 we were named as a defendant in an action styled  Scott Mitchell versus Inuvo, Inc., f/k/a Think Partnership Inc. and Kowabunga! Inc., Does I-X   , Case No. A-11-653956-C in the District Court, Clark County, Nevada. The complaint is related to our alleged failure to fully indemnify Mr. Mitchell, our former chief executive officer and member of the board of directors, pursuant to the terms of an indemnification agreement entered into in connection with his employment agreement, for attorneys' fees and costs incurred by him related to an investigation of insider trading brought against Mr. Mitchell by the Securities and Exchange Commission. The complaint alleges that Mr. Mitchell has subsequently received correspondence from the staff of the Securities and Exchange Commission that the Commission does not intend to make any recommendation for an enforcement action against him. Under the terms of Inuvo's director's and officer's liability policy, its insurer has already paid approximately $588,000 of attorneys' fees and costs to Mr. Mitchell's counsel. Mr. Mitchell is seeking an additional approximately $265,000 of fees and costs which he allegedly owes to his counsel. The complaint alleges breach of contract/indemnity agreement, breach of implied covenant of good faith and fair dealing, tortious breach of the implied covenant of good faith and fair dealing, and failure to indemnify pursuant to our bylaws and the Nevada statutes. The complaint seeks a judgment against us for actual, consequential and special damages in excess of $10,000, advances of fees, costs and expenses, punitive damages, attorney's fees and costs, pre and post-judgment interest and a determination of his rights with respect to the indemnification agreement, our bylaws and the Nevada statutes. Given the amount of recovered funds received by Mr. Mitchell, and the position of Inuvo's insurer that any reimbursement beyond what has already been paid is unwarranted, Inuvo intends to defend this lawsuit on the basis of the scope of the applicable indemnification and the reasonableness of the fees demanded.

Reverso-Softissimo v. ALOT.  In May 2012 a complaint was filed against us in the Court of First Instance of Paris in Paris, France.  The complaint is related to our alleged use of Reverso-Softissimo's trademarks in our advertising.  The case is in the initial stages and Inuvo is vigorously defending the matter.
 
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Certain statements in this “Management's Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this quarterly report on Form 10-Q constitute “forward-looking statements” within the meaning of the Federal Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical, including statements regarding management's intentions, beliefs, expectations, representations, plans or predictions of the future and are typically identified by words such as “believe,” “expect,” “anticipate” “intend,” “estimate,” “may,” “will,” “should,” and “could.”  These forward-looking statements involve numerous risks and uncertainties that could cause our actual results to be materially different from those set forth in the forward-looking statements including, without limitation, our lack of profitable operating history, changes in our business, potential need for additional capital and the other additional risks and uncertainties that are set forth in this Quarterly Report on Form 10-Q, as well as in our Annual Report on Form 10-K for the year ended December 31, 2011  and as filed with the Securities and Exchange Commission and our subsequent filings with the SEC. The risk factors described in our filings with the SEC are not the only risks we face.  Additional risks and uncertainties not currently known to us or that we deem immaterial also may materially adversely affect our business, financial condition and/or operating results.   The Company assumes no obligation to update any forward-looking statements as a result of new information or future events or developments, except as required by law. The following discussion should also be read in conjunction with the Consolidated Financial Statements and Notes thereto appearing elsewhere in this quarterly report on Form 10-Q.  

 
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Overview

Inuvo® is an internet marketing and technology company specialized in marketing browser-based consumer applications, managing networks of website publishers and operating specialty websites.  We develop software and analytics technology that is accessible over the internet for use by consumers, online advertisers and website publishers. 
 
On March 1, 2012 we completed our acquisition of Vertro, an internet company that owns and operates the ALOT product portfolio. We are now organized into three operating segments: Software Search, Publisher Network and Partner Programs.  Prior to 2012, our segments were classified as Performance Marketing and Web Properties.  Vertro's operations are now part of our Software Search and Partner Programs segments. Our Publisher Network segment consists of the technology and analytics platforms that provide advertisers and publishers the capability to facilitate performance based advertising.  This segment also consists of websites we own and operate. The Partner Programs segment consists of consumer applications we have designed, developed and marketed.  The Software Search, Publisher Network and Partner Program segments represent approximately 43%, 37% and 20%, respectively, of our total net revenue for the quarter ending June 30, 2012 and 34%, 48% and 18%, respectively for the six months ended June 30, 2012.  The Company's consolidated financial statements as of June 30, 2012 include the operations and financial results of the Vertro subsidiary for four months.  Prior to the period covered by this report, we were organized under two segments; Web Properties and Performance Marketing.  For presentation purposes, our prior period results included herein have been reclassified for our new segment structure.
 
Software Search

Following our acquisition of Vertro, effective on March 1, 2012, we are including the ALOT product line into what we now call our Software Search segment.  The ALOT product line offers two primary products to consumers, ALOT Home, a homepage product, and ALOT Appbar, a software application that consumers install into their web browsers. Both ALOT Home and ALOT Appbar include a search box from which consumers conduct type-in web search requests. The ALOT Appbar provides access to a library of applications, which are used by consumers to receive dynamic information, perform useful tasks, or access their favorite content online. There are hundreds of apps available for consumers to choose from ranging from a weather app that provides an at-a-glance snapshot of the weather for the coming four days, to a radio app that enables consumers to instantly listen to thousands of radio stations from around the world. All ALOT products and apps are free to download and use.
 
In addition to displaying apps, the ALOT Home and ALOT Appbar products also include a search box from which a majority of the  revenue has historically been derived. Users conduct millions of searches per day producing both algorithmic results and sponsored listings. Both the algorithmic results and sponsored listings are provided by third parties with whom we have contractual relationships. If users click on a sponsored listing after conducting a search, we earn a percentage of the total click-through revenue provided by the third-party that placed the advertisement. Historically, search revenue from Google accounted for over 80% of revenue from the ALOT operations.

Publisher Network

The Publisher Network segment designs, builds, implements, manages and sells the various technology platforms and services we offer.  In this business, we mediate between advertisers and publishers to facilitate performance-based advertising.  Our Publisher Network is made up of thousands of different websites, from large, well-known portals to independent tech bloggers. The Publisher Network segment consolidates some of the disparate technologies and platforms we acquired between 2002 and 2008 into the Inuvo platform.  The Inuvo platform is an open, fraud filtering, lead generation marketplace designed to allow advertisers and publishers to manage their transactions in an automated and transparent environment. In addition to the core Inuvo platform for advertisers and publishers, we continue to sell services and license legacy platforms and directories within the Publisher Network segment, including:
 
The ValidClick® service at www.validclick.com.  ValidClick is a fraud filtering, pay-per-click marketplace where publishers can integrate dynamically-generated advertisements within their websites based on the demographics and natural search behaviors of the consumer. ValidClick provides publishers with access to tens of thousands of advertisers in an easy-to-use XML-based implementation, giving the publisher greater control over content and integration than other competitive offerings.
 
The LocalXML service at www.localxml.com.  LocalXML is a service which allows publishers to make real-time calls to the LocalXML database.  These calls answer the simple questions “what” and “where.”  For example, “what” equals “steaks” and “where” equals “Tampa,” from which the LocalXML database returns a complete listing of all local businesses in Tampa that meet this criteria.  Publishers may customize how the data appears on their site, and include user reviews of the businesses searched.  The LocalXML service is designed to be bundled with the ValidClick service described above.
 
The Yellowise.com™ directory search web site at www.yellowise.com and the recently launched Local.ALOT.com website are included in the Publisher Network segment as well. Both websites are local search and review sites powered by the LocalXML service.  Users may search by category and location, and receive requested search results.  Users may also post reviews of their favorite and not-so-favorite businesses making the reviews available to all other users of the site. 
 
 
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Partner Programs

The Partner Programs segment designs, builds and implements unique offers that generate revenue from the sale of products, services, data and advertising. It consists of display revenues, affiliate programs, data sales, Kowabunga® and BargainMatch.  This segment includes the non-search revenue generated from the ALOT products when users interact with certain applications from within the Appbars. We refer to these as sponsored apps and they generate either pay-per-click or cost-per-action revenue. Website page-views are also monetized through cost-per-thousand display ads. We also utilize user data to enhance product offering and generate additional revenue.
 
The Kowabunga consumer daily deals website at www.kowabunga.com.  Kowabunga is a daily deal program focused on rural America, a market Inuvo believes is underserved by market leaders. Inuvo has access to millions of consumers through its search marketing operations that are potential customers for a local deal of the day.  Inuvo is partnering with a national direct marketer, which currently markets offers from thousands of merchants in rural America. Inuvo has developed the infrastructure to present daily local offers from the inventory of its partner to the consumers from the Inuvo Platform.  Inuvo believes that the potential reach of this program is to approximately 20 million households in 25 states, with a potential for 90% household penetration, 2,500 national and local retail advertisers. Kowabunga was launched in the third quarter of 2011.
 
The BargainMatch consumer product comparison-shopping and shopping rewards website at www.BargainMatch.com.  BargainMatch is also a service which allows publishers to offer their visitors an online shopping experienced branded around their site with rewards to consumers coming in the form of cash back on every online purchase made through the publisher. The service has been designed and positioned as a consumer loyalty solution.  The product line also includes a consumer facing application which can be downloaded at www.bargainmatch.com/installnow.
 
The MyAP® Affiliate Platform at www.MyAP.com.  MyAP is a complete affiliate tracking and management software solution providing advertisers the ability to sign up, manage and track the activities of their publishers through a reliable, easy-to-use, and privately-branded platform with full data transparency.  Where the Inuvo Platform is an open platform where many advertisers and publishers interact, the MyAP platform is designed specifically to allow merchants to build private affiliate networks. Each advertising customer of MyAP is supported by a unique implementation of the software, customized to suit their individual needs and populated by publishers who use the platform exclusively for that advertiser.  Today, MyAP supports hundreds of customers.
 
ALOT Display comprises various display advertising opportunities throughout the ALOT product platform, including our www.alothome.com default home page, hundreds of Apps in our ALOT Appbar, and other ALOT-branded websites.
 
NYSE MKT

On May 9, 2011, we received notice from the NYSE MKT, LLC (formerly NYSE Amex) that we were below certain of the exchange's continued listing standards due to stockholders' equity of less than $4.0 million and losses from continuing operations and/or net losses in three of our four most recent fiscal years as set forth in Section 1003(a) (ii) of the NYSE MKT Company Guide.  The exchange accepted our plan to regain compliance with the continued listing standards and in June 2011 we executed the first part of the plan by raising $2.7 million in equity.  Another key component of the plan was the launching of new marketing initiatives, BargainMatch and Kowabunga! , that we believed would enhance revenues and income in the next 12 months.  As a result of the company's reported results at December 31, 2011, the exchange's minimum requirement for continued listing is a stockholder's equity of not less than $6.0 million. Due to the merger with Vertro at March 1, 2012, our stockholders' equity exceeds this minimum requirement and we regained compliance with the continued listing standards.  The exchange has advised us it will monitor our continued compliance for several quarters as we integrate Vertro's operations into our company.
 
Results of Operations for the Three months ended June 30, 2012 and 2011

The following table sets forth selected information concerning our results of operations for the three months ended June 30, 2012 and 2011 (unaudited and in thousands):
 
   
2012
   
% of Revenue
   
2011
   
% of Revenue
 
                                 
Net revenues
  $ 12,874       100.0 %   $ 9,213       100.0 %
Cost of revenue
    6,097       47.4 %     5,099       55.3 %
Gross Profit
    6,777       52.6 %     4,114       44.7 %
Total operating expenses
    9,435       73.3 %     5,731       62.2 %
Operating Loss
    (2,658 )     (20.6 )%     (1,617 )     (17.6 )%
Other expenses
    (105 )     (0.8 )%     (214 )     (2.3 )%
Income tax expense
    (46     (0.4 )%     -       - %
Net loss from continuing operations
    (2,809 )     (21.8 )%     (1,831 )     (19.9 )%
Discontinued operations
    (155 )     (1.2 )%     -       - %
Net loss
  $ (2,964 )     (23.0 )%   $ (1,831 )     (19.9 )%
 
 
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In the three months ended June 30, 2012, net revenues increased 39.7% from the same period of 2011.  Additionally, gross profit also increased 64.7% in the three months ended June 30, 2012 compared to the same period of 2011.  These increases were due primarily from revenue from our Software Search segment as a result of our merger with Vertro.  In the three months ended June 30, 2012, our operating expenses increased by approximately 64.6% over the same period in 2011 due primarily to customer acquisition costs from our Software Search segment as a result of our merger with Vertro.

Our net loss from continuing operations for the three months ended June 30, 2012 increased by approximately $1,071,000 from the same period in 2011 due to lower gross profit that was not offset by lower operating expenses.
 
Net Revenue

Total net revenue from our Publisher Network, Software Search and Partner Programs segments for the three months ended June 30, 2012 and 2011 were as follows (unaudited and in thousands):
 
   
Three Months Ended June 30,
 
   
2012 ($)
   
% of Revenue
   
2011 ($)
   
% of Revenue
   
$ Change
   
% Change
 
                                     
Publisher Network
    4,835       37.6 %     8,113       88.1 %     (3,278 )     (40.4 )%
Software Search
    5,496       42.7 %     -       - %     5,496       - %
Partner Programs
    2,543       19.8 %     1,100       11.9 %     1,443       131.2 %
Total net revenue
    12,874       100.0 %     9,213       100.0 %     3,661       39.7 %

Net revenue from our Publisher Network segment decreased 40.4% for the three months ended June 30, 2012 compared to the same period of 2011 primarily due to the decrease in the number of transactions driven through our owned and operated websites and through third party affiliates using the ValidClick platform. In December 2011, Yahoo! provided preliminary notice that it had identified certain traffic irregularities across its publisher network, to which Inuvo is a contributor. While this irregular traffic did not originate within the Inuvo network, it passed through some websites the company manages and in some cases owns and operates. Yahoo! made advertiser refunds as a result of identified traffic irregularities that it charged back to us. In the first quarter of 2012, the chargeback was approximately $238,000. This amount was a reduction of our revenue in the first quarter 2012 and most of this amount has been charged back to our vendors. Additionally, we have reduced traffic to some websites we manage while we restart and test campaigns that were put on hold when the notice from Yahoo! was received.  There can be no assurance that we will be able to successfully return these campaigns to their previous levels.  The revenue of this segment has been volatile due to the decrease in transactions as described above and we expect the volatility to continue in the near future. 
 
Net revenue from our Software Search segment is entirely a result of the merger with Vertro on March 1, 2012. Net revenue from the Software Search segment is derived from the ALOT users conducting searches that produce both algorithmic results and sponsored listings. Both the algorithmic results and sponsored listings are provided by third parties with whom we have contractual relationships. When users click on a sponsored listing after conducting a search, we earn a percentage of the total click-through revenue provided by the third-party that placed the advertisement. The revenue of this segment has been growing and we expect it to continue in the near future.

Net revenue from our Partner Programs segment increased 131.2% for the three months ended June 30, 2012 compared to the same period of 2011 primarily due to revenue derived from partner programs associated with the ALOT operations acquired in the merger of Vertro on March 1, 2012. The higher revenue is partially offset by a decrease in revenue from our BabytoBee business where we discontinued telesales operations in the second quarter of 2011.

One provider of paid search results for our Software Search segment accounted for approximately 31.9% of our consolidated revenues for the three months ended June 30, 2012. No revenue from that paid search provider was included in our consolidated revenue for the three months ended June 30, 2011.  Additionally, one provider of paid search results for our Publisher Network segment accounted for approximately 36.5% and 88.0% of consolidated revenues for the three month periods ended June 30, 2012 and 2011 respectively.
 
 
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Cost of Revenue and Gross Profit

Cost of revenue for the three months ended June 30, 2012 and 2011 were as follows (unaudited and in thousands):
 
   
Three Months Ended June 30,
 
   
2012 ($)
   
% of Revenue
   
2011 ($)
   
% of Revenue
   
$ Change
   
% Change
 
                                                 
Affiliate expenses
    4,141       32.2 %     4,426       48.0 %     (285 )     (6.4 )%
Data acquisition
    1,756       13.6 %     628       6.8 %     1,128       179.6 %
Merchant processing fees and product costs
    199       1.5 %     45       0.5 %     154       342.2 %
     Total cost of revenue
    6,096       47.4 %     5,099       55.3 %     997       19.6 %

The lower affiliate payments in the three months ended June 30, 2012 compared to the same period in 2011 is due to the 40.4% decrease in net revenues in the Publisher Network segment in the same comparable periods. The lower affiliate payments as a percentage of revenue for the three months ended June 30, 2012 compared to the same period in 2011 is due to the higher revenue in 2012 due to the merger with Vertro on March 1, 2012.

The increase in data acquisition costs both in real dollars and as a percentage of revenue for the three months ended June 30, 2012 as compared to the same period of 2011 is due primarily to acquiring bundled downloads  to drive revenue through our ALOT Appbar which was acquired in the Vertro acquisition in March 2012.  We believe these costs will continue to increase for the next few months.

The following table provides information on gross profit by operating segment for each of the periods presented (unaudited and in thousands):
 
   
Three Months Ended June 30,
 
   
2012 ($)
   
% of Gross Profit
   
2011 ($)
   
% of Gross Profit
   
$ Change
   
% Change
 
                                                 
Publisher Network
    964       14.2 %     3,683       89.5 %     (2,719 )     (73.8 )%
Software Search
    4,151       61.3 %     -       - %     4,151       - %
Partner Programs
    1,661       24.5 %     432       10.5 %     1,229       284.5 %
Total gross profit
    6,776       100.0 %     4,115       100.0 %     2,661       64.7 %

Gross profit from our Publisher Network segment decreased 73.8% for the three months ended June 30, 2012 compared to the same period of 2011 primarily due to the 40.4% decrease in net revenue and only a 12.6% decrease in cost of revenue.

Gross profit from the Software Search segment is resulted from the ALOT operations acquired in the merger with Vertro in March 2012.

Gross profit from our Partner Programs segment increased 285.2% for the three months ended June 30, 2012 compared to the same period of 2011 primarily due primarily to the ALOT operations acquired in the merger with Vertro in March 2012.
 
 
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Operating Expenses

Operating expenses for the three months ended June 30, 2012 and 2011 were as follows (unaudited and in thousands):
 
   
Three Months Ended June 30,
 
   
2012 ($)
   
% of Revenue
   
2011 ($)
   
% of Revenue
   
$ Change
   
% Change
 
                                                 
Search costs
    5,423       42.1 %     2,297       24.9 %     3,126       136.1 %
Compensation and telemarketing
    1,626       12.6 %     2,337       25.4 %     (711 )     (30.4 )%
Selling, general and administrative
    2,386       18.5 %     1,098       11.9 %     1,288       117.3 %
Total operating expenses
    9,435       73.2 %     5,732       62.2 %     3,703       64.6 %

Our operating expenses by segment were as follows for the periods presented (unaudited and in thousands):
 
   
Three Months Ended June 30,
 
   
2012 ($)
   
% of Revenue
   
2011 ($)
   
% of Revenue
   
$ Change
   
% Change
 
                                                 
Publisher Network
    385       3.0 %     2,464       26.7 %     (2,079 )     (84.4 )%
Software Search
    5,350       41.6 %     -       - %     5,350       - %
Partner Programs
    284       2.2 %     1,405       15.3 %     (1,121 )     (79.8 )%
Corporate
    3,416       26.5 %     1,862       20.2 %     1,554       83.5 %
Total operating expenses
    9,435       73.3 %     5,731       62.2 %     3,704       64.6 %

Search costs increased 136.1% for the three months ended June 30, 2012 compared to the same period of 2011 primarily due to the advertising spend to create download traffic for the ALOT appbar. This expense is expected to increase in the future as we grow ALOT revenue in the Software Search segment.

Compensation and telemarketing expense decreased 30.4% for the three months ended June 30, 2012 compared to the same period of 2011 primarily due to discontinuing the telemarketing operations in the second quarter of 2011.

Selling, general and administrative expense increased 117.3% for the three months ended June 30, 2012 compared to the same period of 2011  due to increases in depreciation and amortization expense $530,000,  rent expense of $132,000,  IT services expense of $129,000 and other general expenses of  $178,000 related to the acquired operations from the merger withVertro in March 2012.

Corporate expense in the three months ended June 30, 2012 compared to the same quarter last year increased approximately 83.5% primarily due to increases in compensation expense of $347,000, depreciation and amortization expense of $500,000, IT services expense of $132,000 and other general expenses of $177,000 related to  the acquired operations from the merger with Vertro  in March 2012.
 
 
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Other Income (Expense), Net

The loss on write-off of note receivable of approximately $101,000 resulted from the cancellation of our outsourced call center contract during the second quarter of 2011.

Interest expense, net  which is primarily associated with our borrowings from Bridge Bank N.A. (“Bridge Bank”), decreased by 7.8% during the three months ended June 30, 2012 to $104,731 as compared to $113,600 for  the same period in 2011.  The higher interest expense last year is due primarily to the expense associated with executing the Business Financing Modification Agreement with Bridge Bank on May 25, 2011 and the related back-up letter of credit provided by Mr. Charles D. Morgan to secure the additional availability.

Income (Loss) from Discontinued Operations, Net of Tax Expense

The loss from discontinued operations for the three months ended June 30, 2012 was approximately $155,000 and is primarily attributed to the denial by European authorities to hear our appeal for refunding of Value Added Taxes in Germany.

Results of Operations for the Six months ended June 30, 2012 and 2011

The following table sets forth selected information concerning our results of operations for the six months ended June 30, 2012 and 2011 (unaudited and in thousands):
 
   
2012
   
% of Revenue
   
2011
   
% of Revenue
 
                                 
Net revenues
    21,641       100.0 %     21,006       100.0 %
Cost of revenue
    11,445       52.9 %     11,470       54.6 %
Gross Profit
    10,196       47.1 %     9,536       45.4 %
Total operating expenses
    14,544       67.2 %     12,332       58.7 %
Operating Loss
    (4,348 )     (20.1 )%     (2,796 )     (13.3 )%
Other expenses
    (271 )     (1.3 )%     (686 )     (3.3 )%
Income tax expense
    (62 )     (0.3 )%           %
Net loss from continuing operations
    (4,681 )     (21.6 )%     (3,482 )     (16.6 )%
Discontinued operations
    (157 )     (0.7 )%     257       1.2 %
Net loss
    (4,838 )     (22.4 )%     (3,224 )     (15.3 )%
 
The financial results for the six months ended June 30, 2012 include only four months of combined financial results of the merger with Vertro on March 1, 2012. In the six months ended June 30, 2012, net revenues increased 3.0% from the same period of 2011.  Additionally, gross profit also increased by 6.9% in the six months ended June 30, 2012 compared to the same period of 2011.  These increases were due primarily from revenue from our Software Search segment as a result of our merger with Vertro.  In the six months ended June 30, 2012, our operating expenses increased by approximately 17.9% over the same period in 2011 due primarily to customer acquisition costs from our Software Search segment as a result of our merger with Vertro.

Our net loss from continuing operations for the six months ended June 30, 2012 increased by approximately $1,199,000 from the same period in 2011 due to higher gross profit that was offset by higher operating expenses.
 
 
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Net Revenue

Total net revenue from our Publisher Network, Software Search and Partner Programs segments for the six months ended June 30, 2012 and 2011 were as follows (unaudited and in thousands):
 
   
Six Months Ended June 30,
 
   
2012 ($)
   
% of Revenue
   
2011 ($)
   
% of Revenue
   
$ Change
   
% Change
 
                                                 
Publisher Network
    10,460       48.3 %     17,963       85.5 %     (7,503 )     (41.8 )%
Software Search
    7,264       33.6 %     -       - %     7,264       - %
Partner Programs
    3,918       18.1 %     3,043       14.5 %     875       28.8 %
Total net revenue
    21,642       100.0 %     21,006       100.0 %     636       3.0 %

Net revenue from our Publisher Network segment decreased 41.8% for the six months ended June 30, 2012 compared to the same period of 2011 primarily due to the decrease in the number of transactions driven through our owned and operated websites and through third party affiliates using the ValidClick platform. In December 2011, Yahoo! provided preliminary notice that it had identified certain traffic irregularities across its publisher network, to which Inuvo is a contributor. While this irregular traffic did not originate within the Inuvo network, it passed through some websites the company manages and in some cases owns and operates. Yahoo! made advertiser refunds as a result of identified traffic irregularities that it charged back to us in the first quarter of 2012, the chargeback was approximately $238,000. This amount was a reduction of our revenue in the current quarter and most of this amount has been charged back to our vendors.  Additionally, we have reduced traffic to some websites we manage while we restart and test campaigns that were put on hold when the notice from Yahoo! was received.  There can be no assurance that we will be able to successfully return these campaigns to their previous levels.  The revenue of this segment has been volatile due to the decrease in transactions as described above and we expect the volatility to continue in the near future. 
 
Net revenue from our Software Search segment is entirely a result  of the merger with Vertro on March 1, 2012. Net revenue from the Software Search segment is derived from the ALOT users conducting searches that produce both algorithmic results and sponsored listings. Both the algorithmic results and sponsored listings are provided by third parties with whom we have contractual relationships. When users click on a sponsored listing after conducting a search, we earn a percentage of the total click-through revenue provided by the third-party that placed the advertisement. The revenue of this segment has been growing and we expect it to continue in the near future.

Net revenue from our Partner Programs segment increased 28.7% for the six months ended June 30, 2012 compared to the same period of 2011 primarily due to revenue derived from partner programs associated with the ALOT operations acquired in the merger of Vertro on March 1, 2012. The higher revenue is partially offset by a  decrease in revenue from our BabytoBee business where we discontinued telesales operations in the second quarter of 2011.

 One provider of paid search results for our Software Search segment accounted for approximately 28.6% of our consolidated revenues for the six months ended June 30, 2012. No revenue from that paid search provider was included in our consolidated revenue for the six months ended June 30, 2011.  Additionally, one provider of paid search results for our Publisher Network segment accounted for approximately 48.0% and 88.0% of consolidated revenues for the six month periods ended June 30, 2012 and 2011 respectively.

Cost of Revenue and Gross Profit

Cost of revenue for the six months ended June 30, 2012 and 2011 were as follows (unaudited and in thousands):
 
   
Six Months Ended June 30,
 
   
2012 ($)
   
% of Revenue
   
2011 ($)
   
% of Revenue
   
$ Change
   
% Change
 
                                                 
Affiliate expenses
    8,647       40.0 %     10,168       48.4 %     (1,521 )     (15.0 )%
Data acquisition
    2,536       11.7 %     1,199       5.7 %     1,337       111.5 %
Merchant processing fees and product costs
    262       1.2 %     103       0.5 %     159       154.4 %
Total cost of revenue
    11,445       52.9 %     11,470       54.6 %     (25 )     (0.2 )%

The lower affiliate payments in the six months ended June 30, 2012 compared to the same period in 2011 is due to the 41.8% decrease in net revenues in the Publisher Network segment in the same comparable periods. The lower affiliate payments as a percentage of revenue for the six months ended June 30, 2012 compared to the same period in 2011 is due to the higher revenue in 2012 due to the merger with Vertro on March 1, 2012.
 
The increase in data acquisition costs both in real dollars and as a percentage of revenue for the six months ended June 30, 2012 as compared to the same period of 2011 is due primarily to acquiring bundled downloads  to drive revenue through our ALOT Appbar which was acquired in the Vertro acquisition in March 2012.  We believe these costs will continue to increase for the next few months.
 
 
 
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The following table provides information on gross profit by operating segment for each of the periods presented (unaudited and in thousands):
 
   
Six Months Ended June 30,
 
   
2012 ($)