inuvo_8k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 27, 2025

INUVO, INC.

(Exact name of registrant as specified in its charter)

Nevada		001-32442		87-0450450
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

500 President Clinton Ave., Ste. 300, Little Rock, AR		72201
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code (501) 205-8508

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On February 27, 2025, Inuvo, Inc. (the “Company”) issued a press release regarding financial performance for Q4 and full-year 2024. A copy of the earnings release is being furnished herewith as Exhibit 99.1.

The information in this Current Report on Form 8-K under this caption and Exhibits 99.1 and 99.2 are being furnished under Item 2.02 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 (the “Securities Act”) or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

The Company made reference to non-GAAP financial information in the press release and a reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the press release.

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS ELECTIONOF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS

On February 27, 2025, Charles Morgan notified the Company of his retirement, effective immediately, from his position as a Class III member of the Company’s Board of Directors and from his positions as Lead Independent Director, Chairman of the Nominating and Corporate Governance Committee and member of the Audit Committee. Mr. Morgan has been a valuable member of the Board since June 2009. Mr. Morgan’s decision to retire was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

On February 27, 2025, the Board of Directors filled the vacancy created by Mr. Morgan’s retirement by appointing Rob Buchner as a Class III member of the Board of Directors. As a Class III member of the Board of Directors Mr. Buchner’s term will expire at the Company’s 2026 annual meeting of stockholders.

Mr. Buchner, age 61, is currently Chief Marketing Officer at Covet™ (covet.life), a disruptive fintech that leverages AI for personal asset management and estate planning. In 2020, Rob co-founded Sheet Metal Arts, an innovation studio devoted to the future of mobility, which created and produced films for Stellantis EV launches including: Ram, Dodge and Fiat. In 2016, he became an early-stage investor and advisor at Lucy.ai, a knowledge management platform. Lucy was acquired by Capacity in 2024. From 2013 to 2016, Rob was CEO of Campbell Mithun (Interpublic Group) which was later integrated within McCann WorldGroup. During his tenure he restructured the 80-year-old agency around the Creative Sciences–a cross-functional operating model that comingles brand content, technology and media analytics. Rob served as CMO of Fallon Worldwide from 2004 to 2013 where he was responsible for new business growth resulting in $80M net recurring revenues across the network. As Managing Partner, he architected Fallon’s digital and entertainment practices that led to industry acclaim for Amazon Theater and BMW Films. He also opened Fallon offices in Tokyo, Singapore, Hong Kong and Sao Paulo. Rob received a Bachelor of Science degree from the University of Illinois, Urbana-Champaign.

The following is a discussion of the specific experience, qualifications, attributes or skills that led the Board to conclude, that Mr. Buchner should be serving as a director of Inuvo. Mr. Buchner’s successful track record operating and growing businesses in the marketing services industry and vast industry connections. Specifically, the Board favorably viewed his positions with Campbell Mithun and Fallon Worldwide together with his entrepreneurial endeavors in making their decision.

Concurrently with the appointment of Mr. Buchner the Board appointed Mr. Lee to the Audit Committee and Mr. Buchner to the Nominating and Corporate Governance Committee. The current committee assignments for the Company are set forth below:

Director	Audit Committee Member	Nominating and Corporate Governance Committee Member	Compensation Committee Member
Gordon J. Cameron	Ö*		Ö*
Jonathan Bond			Ö
Kenneth E. Lee	Ö	Ö*
Rob Buchner		Ö

*Denotes Chairman

Mr. Buchner does not have any direct or indirect material interest in any transaction with the Company required to be disclosed pursuant to Item 404(a) of Regulation S-K. There is no arrangement or understanding between Mr. Buchner and any other person pursuant to which he was selected as a director.

As with each of the Company’s other non-employee directors, Mr. Buchner will be entitled to receive an annual retainer of $30,000, payable in cash, and 30,000 restricted stock units.

ITEM 7.01 REGULATION FD DISCLOSURE.

On February 27, 2025, the Company held a management conference call to discuss the Company's financial results for Q4 and full-year 2025, the outlook of the Company and certain other matters.

A copy of the script for the conference call is attached as Exhibit 99.2 and is incorporated by reference into this Current Report on Form 8-K.

The information in this Current Report on Form 8-K and accompanying exhibit is being furnished and shall not be deemed to be “filed” for the purposes of Section18 of the Exchange Act, or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

Exhibit No.		Description

99.1		Press Release for Q4 and full-year 2024 financial results.
99.2		Conference Call Script.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INUVO, INC.

Date: February 27, 2025	By:	/s/ John B. Pisaris
		John B. Pisaris, General Counsel

EXHIBIT 99.1

Inuvo Reports Record Fourth Quarter 2024 Revenue of $26.2 Million, 26% Year-Over-Year Growth and Net Income

Q4 2024 Net Income of $141 thousand and Adjusted EBITDA of $1.2 million

Inuvo management to host conference call today at 4:15 PM ET

LITTLE ROCK, AR, February 27, 2025 -- Inuvo, Inc. (NYSE American: INUV), a leading provider of artificial intelligence AdTech solutions, today provided a business update and announced its financial results for the fourth quarter and full year ended December 31, 2024.

Fourth Quarter 2024 Financial Highlights:

	·	Revenue was a record $26.2 million, a 26% increase compared to $20.8 million in Q4 2023
	·	Gross profit increased 20% to $21.8 million, compared to $18.2 million in Q4 2023
	·	Net income was $141 thousand, compared to net loss of $2.4 million for Q4 2023
	·	Adjusted EBITDA was $1.2 million, compared to a loss of $1.2 million for Q4 2023

Full Year 2024 Financial Highlights:

	·	Revenue increased 13% to $83.8 million, compared to $73.9 million in 2023
	·	Gross profit increased 13% to $71.8 million, compared to $63.4 million in 2023
	·	Net loss decreased by 45% to a loss of $5.8 million, compared to a net loss of $10.4 million in 2023
	·	Adjusted EBITDA loss improved sixfold to $816,000 compared to $5.3 million in 2023
	·	$230,000 in Net Cash from Operating activities was generated in 2024

2024 Operational Highlights:

	·	Secured a Master Services Agreement with one of the largest retailers in the world
	·	Signed 33 new agencies/brands and one new platform during the year
	·	Secured a $10.0 million credit line in July
	·	Launched enhancements to the IntentKey Self-Serve Platform, an advanced AI agent specifically designed for audience modeling

Richard Howe, CEO of Inuvo, stated, “Q4 2024 was a record-breaking quarter, delivering 26% year-over-year growth and generating $26.2 million in revenue—our largest quarter ever. This strong performance contributed to a 13% revenue increase for the full fiscal year. Over the past 18 quarters, we have sustained an approximately 7% compounded quarterly growth rate. This year, all our key financial metrics had strong year-over-year improvements. Notably, in Q4, we achieved positive net income and adjusted EBITDA.”

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Mr. Howe continued, “We made a number of significant technological advancements in 2024, most notably the enhancements to the IntentKey Self-Serve Platform. This groundbreaking innovation democratizes advertising by allowing anyone of any caliber to describe and then immediately execute targeting, giving the AI nothing other than some simple audience descriptions.”

Financial Results for the Fourth Quarter and Full Year Ended December 31, 2024

Net revenue for the fourth quarter of 2024 totaled $26.2 million, compared to $20.8 million for the same period last year, a 26% year-over-year increase. The higher revenue was due to increasing demand within both Platforms and Agencies & Brands. Net revenue for the year ended December 31, 2024 totaled $83.8 million, compared to $73.9 million during the same period in 2023, a 13% year-over-year increase.

Cost of revenue for the fourth quarter of 2024, totaled $4.4 million compared to $2.6 million for the same period last year. Cost of revenue for the full year ended December 31, 2024, totaled $12.0 million, as compared to $10.5 million for the same period last year. The increase in the cost of revenue for the three months and full year ended December 31, 2024, as compared to the same period last year, was due to higher revenue within a Platform client this year.

Gross profit for the fourth quarter of 2024 and full year ended December 31, 2024 totaled $21.8 million and $71.8 million, respectively, as compared $18.2 million and $63.4 million, respectively, for the same periods last year. Gross profit margin for the fourth quarter of 2024 and the full year ended December 31, 2024 was approximately 83.1% and 85.6%, respectively, as compared to 87.3% and 85.8%, respectively, for the same periods last year.

Operating expenses for the fourth quarter of 2024 totaled $21.5 million, compared to $20.6 million for the same period last year. Operating expenses for the full year ended December 31, 2024 totaled $77.3 million, compared to $73.8 million for the same period last year. The higher operating expenses for the year ended December 31, 2024 was primarily driven by a 14.8% increase in Marketing costs compared to the same period in 2023. This increase was largely attributable to higher revenue from Platform advertisers.

Net interest expense/income for the fourth quarter of 2024 and the full year ended December 31, 2024 was approximately an expense of $103 thousand and an income of $267 thousand, respectively, compared to an income of approximately $8 thousand and an expense of $30 thousand for the same periods last year, respectively. The higher interest expense this year was due to increased borrowing from our line of credit.

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Other expense/income for both the fourth quarter of 2024 and the full year ended December 31, 2024 was income of approximately $27 thousand, respectively, compared to income of approximately $0 and $15 thousand for the same periods last year, respectively. The income for this year was due to setup charges for new Platform partners. Last year’s income was due to unrealized and realized gains on trading securities.

Net income for the fourth quarter of 2024 was $141 thousand, or $0.00 per basic and diluted share, as compared to net loss of $2.4 million, or $0.02 per basic and diluted share, for the same period last year. Net loss for the full year ended December 31, 2024 totaled $5.8 million, or $0.04 per basic and diluted share, as compared to net loss of $10.4 million, or $0.08 per basic and diluted share, for the same period last year.

Adjusted EBITDA [see reconciliation table below] was approximately $1.2 million in the fourth quarter of 2024, compared to an Adjusted EBITDA loss of approximately $1.2 million for the same period last year. Adjusted EBITDA was a loss of approximately $816 thousand for the full year ended December 31, 2024, compared to a loss of approximately $5.3 million for the same period last year.

Liquidity and Capital Resources:

On December 31, 2024, Inuvo had $2.5 million in cash and cash equivalents, an unused working capital facility of $10.0 million and no debt.

As of February 21, 2025, Inuvo had 142,795,483 common shares issued and outstanding.

Conference Call Details:

Date: Thursday, February 27, 2025

Time: 4:15 p.m. Eastern Standard Time

Toll-free Dial-in Number: 1-800-717-1738

International Dial-in Number: 1-646-307-1865

Conference ID: 11158080

Webcast Link: HERE

A telephone replay will be available through Thursday, March 13, 2025. To access the replay, please dial 1- 844-512-2921 (domestic) or 1-412-317-6671 (international). At the system prompt, please enter the code11158080 followed by the # sign. You will then be prompted for your name, company, and phone number. Playback will then automatically begin.

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About Inuvo

Inuvo®, Inc. (NYSE American: INUV) is a market leader in Artificial Intelligence built for advertising. Its IntentKey AI solution is a first-of-its-kind proprietary and patented technology capable of identifying and actioning to the reasons why consumers are interested in products, services, or brands, not who those consumers are. To learn more, visit www.inuvo.com.

Safe Harbor / Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including, without limitation risks detailed from time to time in our filings with the Securities and Exchange Commission (the “SEC”), and represent our views only as of the date they are made and should not be relied upon as representing our views as of any subsequent date. You are urged to carefully review and consider any cautionary statements and other disclosures, including the statements made under the heading “Risk Factors” in Inuvo, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 as filed on February 27, 2025, and our other filings with the SEC. Inuvo cannot provide assurances that the assumptions upon which these forward-looking statements are based will prove to have been correct. Should one of these risks materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expressed or implied in any forward-looking statements, and investors are cautioned not to place undue reliance on these forward-looking statements, which are current only as of this date. Inuvo does not intend to update or revise any forward-looking statements made herein or any other forward-looking statements as a result of new information, future events or otherwise. Inuvo further expressly disclaims any written or oral statements made by a third-party regarding the subject matter of this press release. The information which appears on our websites and our social media platforms is not part of this press release.

Inuvo Company Contact:

Wally Ruiz

Chief Financial Officer

Tel (501) 205-8397

[email protected]

Investor Relations:

David Waldman / Natalya Rudman

Crescendo Communications, LLC

Tel: (212) 671-1020

[email protected]

(tables follow)

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INUVO, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS


	Three Months Ended						Twelve Months Ended
	December 31			December 31			December 31			December 31
	2024			2023			2024			2023
Net revenue	$	26,189,924		$	20,842,095		$	83,793,859		$	73,911,528
Cost of revenue		4,433,905			2,643,543			12,033,777			10,477,272
Gross profit		21,756,019			18,198,552			71,760,082			63,434,256
Operating expenses:		83.1	%		87.3	%		85.6	%		85.8	%
Marketing costs		17,122,706			15,212,600			59,663,061			51,982,572
Compensation		2,703,309			3,591,109			12,065,783			13,793,309
General and administrative		1,709,887			1,821,821			5,545,049			8,050,590
Total operating expenses		21,535,902			20,625,530			77,273,893			73,826,771
Operating income (loss)		220,117			(2,426,978	)		(5,513,811	)		(10,392,515	)
Interest expense (income), net		102,910			(7,884	)		266,772			29,570
Other income		26,812			-			26,812			14,668
Income tax expense (benefit)		2,678			(17,764	)		8,030			(17,764	)
Net income (loss)		141,341			(2,401,330	)		(5,761,801	)		(10,389,653	)
Other comprehensive income:
Unrealized loss on marketable securities		-			-			-			84,868
Comprehensive income (loss)	$	141,341		$	(2,401,330	)	$	(5,761,801	)	$	(10,304,785	)

Net loss per share, basic and diluted	$	0.00		$	(0.02	)	$	(0.04	)	$	(0.08	)
Weighted average shares outstanding:
Basic		140,494,192			127,381,051			139,968,374			131,116,370
Diluted		140,494,192			127,381,051			139,968,374			131,116,370

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INUVO, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

	December 31		December 31
	2024		2023
Assets

Cash and cash equivalent	$	2,459,245	$	4,440,454
Accounts receivable, net		12,545,771		9,226,956
Prepaid expenses and other current assets		639,805		1,076,121
Total current assets		15,644,821		14,743,531

Property and equipment, net		1,792,903		1,680,788

Goodwill		9,853,342		9,853,342
Intangible assets, net of accumulated amortization		3,897,875		4,664,791
Other assets		1,006,990		1,431,692

Total assets	$	32,195,931	$	32,374,144

Liabilities and Stockholders’ Equity

Current liabilities
Accounts payable	$	8,422,351	$	6,432,120
Accrued expenses and other current liabilities		9,463,537		8,100,354
Total current liabilities		17,885,888		14,532,474

Long-term liabilities		835,271		859,484

Total stockholders' equity		13,474,772		16,982,186
Total liabilities and stockholders' equity	$	32,195,931	$	32,374,144

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RECONCILIATION OF LOSS FROM CONTINUING OPERATIONS BEFORE TAXES TO ADJUSTED EBITDA
(unaudited)

	Three Months Ended					Twelve Months Ended
	December 31		December 31			December 31			December 31
	2024		2023			2024			2023
Net income (loss)		141,341		(2,401,330	)	$	(5,761,801	)	$	(10,389,653	)
Interest expense (income), net		102,910		(7,884	)		266,772			29,570
Income tax expense (benefit)		2,678		(17,764	)		8,030			(17,764	)
Depreciation and amortization on PP&E		446,608		425,106			1,745,261			1,670,868
Amortization		123,412		264,523			824,272			1,080,690
EBITDA		816,949		(1,737,349	)		(2,917,466	)		(7,626,289	)
Stock-based compensation		413,911		514,613			1,501,444			1,986,296
Non recurring items:
Unrealized loss on marketable securities										14,668
Doubtful account reserve										361,097
Impairment & amortization of services agreement							600,000
Adjusted EBITDA		1,230,860		(1,222,736	)		(816,022	)		(5,264,228	)

Reconciliation of Operating Loss to EBITDA and Adjusted EBITDA

We present EBITDA and Adjusted EBITDA as a supplemental measure of our performance. We defined EBITDA as Net loss plus (i) interest expense, (ii) income tax expense, (iii) depreciation, and (iv) amortization. We further define Adjusted EBITDA as EBITDA plus (v) stock-based compensation and (vi) certain identified expenses that are not expected to recur or be representative of future ongoing operation of the business. These adjustments are itemized above. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating EBITDA and Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same or similar to some of the adjustments in the presentation. Our presentation of EBITDA and Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

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EXHIBIT 99.2

Inuvo, Inc.

Year End 2024

February 27, 2025

Operator Comments:

Good afternoon, and welcome to INUVO’s 2024 Year End Conference Call. Today’s conference is being recorded. Ms. Natalya Rudman of Crescendo Communications, please go ahead.

Natalya Rudman (Investor Relations) Comments:

Thank you, operator, and good afternoon.

I’d like to thank everyone for joining us today for the INUVO fourth quarter and year end 2024 shareholder update call. Today, INUVO’s Chief Executive Officer Richard Howe and Chief Financial Officer Wally Ruiz will be your presenters on the call.

We would also like to remind our shareholders that we plan to file our 10-K with the Securities and Exchange Commission this evening.

Before we begin, I’m going to review the Company’s Safe Harbor statement. The statements in this conference call that are not descriptions of historical facts are forward-looking statements relating to future events and, as such, all forward-looking statements are made pursuant to the Securities Litigation Reform Act of 1995.

These forward-looking statements are subject to risks and uncertainties and actual results may differ materially. When used in this call, the words anticipate, could, enable, estimate, intend, expect, believe, potential, will, should, project, and similar expressions as they relate to INUVO, Inc., are, as such, a forward-looking statement.

Inuvo, Inc.

Year End 2024

February 27, 2025

Investors are cautioned that all forward-looking statements involve risks and uncertainties which may cause actual results to differ from those anticipated by INUVO at this time. In addition, other risks are more fully described in INUVO's public filings with the US Securities and Exchange Commission, which can be reviewed at www.sec.gov.

The Company makes no commitment to disclose any revisions to forward-looking statements, or any facts, events, or circumstances after the date hereof that bear upon forward-looking statements.

In addition, today's discussion will include references to non-GAAP measures. The Company believes that such information provides an additional measurement and consistent historical comparison of its performance. A reconciliation of the non-GAAP measures to the most directly comparable GAAP measures is available in today's news release on our website.

With that, I’ll now turn the call over to CEO Richard Howe.

Richard Howe (CEO) Comments:

Thank you, Natalya, and welcome everyone. We're thrilled to announce a record-breaking fourth quarter, ending December 31, 2024. We achieved 26% year-over-year growth, generating $26.2 million in revenue – our largest quarter ever.

Importantly, we also delivered positive net income and adjusted EBITDA within the quarter. This strong Q4 performance validates our continued investment in proprietary technologies, especially our large language generative AI, IntentKey.

Inuvo, Inc.

Year End 2024

February 27, 2025

In 2024, Inuvo achieved a 13.4% revenue increase, reaching approximately $84 million. As Wally will elaborate, the net loss, adjusted EBITDA, gross profit, and operating cash flows all improved year-over-year. This solid performance, capped by a strong finish, positions Inuvo for an even stronger 2025, which I'll discuss further in my closing remarks.

INUVO's success in achieving key objectives during 2024 has laid the foundation for continued and accelerated growth in 2025.

For Platform Clients, the focus in 2024 was on enhancing the support and technologies we provide in a manner that aligns to their evolving marketplace.

By late 2023, this roughly $10 billion market we serve was undergoing major shifts—changes we had anticipated and prepared for as early as 2022. Many of our competitors built their businesses around advertising policies that were being phased out.

As a smaller, more agile company, we had the advantage of innovating for the future as opposed to overhauling technology and infrastructure designed for the past. This forward- thinking approach fueled our growth throughout 2024.

As we entered 2024, our Platform clients began prioritizing richer, more engaging experiences for both users and advertisers. Our background in publishing gave us a unique edge in helping them achieve these goals. We integrated AI tools into our internal systems to streamline and enhance how these experiences were created and delivered.

With a long history of shaping high-quality digital environments, we moved quickly to provide relevant, immersive, and in-market experiences that connected our Client’s advertisers with engaged audiences.

Beyond delivering better experiences, our deep expertise in behavior analytics and artificial intelligence further strengthened our position. By analyzing how users interacted with websites designed to meet our Client’s requirements, we were able to refine our approach and optimize engagement, navigation, and interaction. These insights translated into stronger outcomes for our Platform clients and ultimately, better quality leads for advertisers and higher revenue for Inuvo.

Inuvo, Inc.

Year End 2024

February 27, 2025

This fusion of experience, design and behavioral analytics positioned us as a key player in a rapidly transforming market and the results speak for themselves. In 2024, for our Platform clients, we successfully delivered roughly 89 million ad-clicks, an increase of 60% year-over-year. The largest industries served included Travel, eCommerce, Automotive and Business Software & Tools.

As the market continues to realign, our 2024 investments in services and technology will drive even greater opportunities in 2025 and beyond. With this strong momentum behind us, we are well-positioned to capitalize on these shifts and further expand our market share.

For our Agency & Brand Clients, the focus was on enhancing our go-to-market strategy, growing our client base while strengthening our AI competitive advantage.

In 2024 we deepened engagements with existing Brands while onboarding 33 new brands and achieving exceptional results across the board. Our retention rate for existing Agency & Brand clients year-over-year was 85% and performance across those clients exceeded KPIs on average by 42%. We successfully secured a contract with one of the largest retailers in the world and are contuining toscale.. Additionally, we realized a 40% increase in our average order size.

In 2024, we streamlined operations and empowered clients and prospecting teams. We reorganized client-facing personnel into dedicated PODs, each comprised of a campaign manager, account manager, and a solutions engineer who collectively now provide clients with a better experience.

We made significant investments in education, empowering our teams at every level. Sellers became smarter and better equipped to provide consultative selling support, while account managers evolved beyond performance recaps, delivering true campaign insights that helped clients make better marketing decisions.

Inuvo, Inc.

Year End 2024

February 27, 2025

Additionally, we doubled down on the marketing of Inuvo, ensuring that our brand was at the center of discussions around AI, advertising, and programmatic media. By actively engaging in industry conversations, we strengthened our position as a thought leader and reinforced our competitive edge.

We had over 3,000 media mentions in 2024, including a recent exclusive article written by AdExchanger related to the enhancement of our IntenKey self-service platform. Our subscriber base also grew to nearly 10,000 for our twice-monthly newsletter.

We made a number of significant technological advancements in 2024, most notably with the enhancements to the Intentkey Self-Serve Platform. This groundbreaking innovation democratizes advertising by allowing anyone to describe their target audience in simple terms. Our AI then instantly builds and executes a custom audience model. Forget about complex analytics, data segmentation, cookies, and onboarding – simply tell our AI what you want, and it intelligently expands and adapts your audience in real-time. This is truly the most empowering innovation in advertising to date.

Addressing the second most important challenge facing marketers in 2024, we worked on automating and deploying our proprietary AI for media measurement. With growing privacy concerns, identifying and targeting the right audience across channels while accurately measuring campaign effectiveness is now paramount. Our client proven algorithms provide a solution to these challenges, and are now integrated directly into our product suite.

Another key achievement in 2024 was expanding the revenue potential of our AI through an internal project called ConceptBricks. This initiative structured our AI's knowledge into modular "bricks" that could be associated with each concept the AI understands, enabling flexibility through the development of an API.

Inuvo, Inc.

Year End 2024

February 27, 2025

We are currently exploring some potential beta clients for this promising new revenue stream, but in the interim, it has facilitated product launches like our recent self-serve platform enhancements and will further enable a number of technological enhancements within our core market in 2025.

And finally, for the past two years, we've discussed the growing trend toward consumer privacy in our industry, driven by both legislation and technology. While these changes are likely to accelerate demand for privacy-focused solutions like IntentKey, our success has never been dependent on them given our performance relative to conventional AdTech.

The remaining holdout on privacy has been the Chrome browser, where tracking remains prevalent. While Google hasn't officially announced plans, industry consensus suggests they may offer users a one-time opportunity to opt-into cookie tracking in 2025 in a similar manner Apple did with App tracking. This shift, if enacted, is likely to strengthen the opportunity for the IntentKey.

At this time, I would now like to turn the call over to Wally for a more detailed assessment of our financial performance within the quarter.

Ruiz (CFO) Comments:

Thank you, Rich, and good afternoon. We delivered an outstanding quarter, marked by significant revenue growth, new clients, and improved cash efficiency. Our continued focus on innovation, client partnerships, and financial management drove strong performance across all key metrics.

Inuvo reported revenue of $26.2 million for the fourth quarter of 2024, a 26% increase over the $20.8 million in the fourth quarter last year. We saw growth in both client categories, Agencies & Brands and Platforms.

Inuvo, Inc.

Year End 2024

February 27, 2025

We had strong demand for our services from Platform clients. Platform revenue was approximately $21 million. New products that launched last year, emphasizing improved technology, quality content, and compliance, fueled revenue growth. Agencies & Brands revenue was approximately $5 million in the fourth quarter of 2024. The growth in revenue was driven primarily by the signing of 33 new clients during 2024. The reorganization of our Go-To-Market and support teams contributed to the higher Agencies & Brands revenue in the quarter. We expect the revenue mix from Agencies & Brands and Platforms to continue relatively stable in 2025.

Cost of revenue increased to $4.4 million, up from $2.6 million in Q4 2023, primarily due to higher Agencies & Brands revenue and a new campaign with one of our Platform clients. Cost of revenue is primarily composed of media payments made on behalf of our Agencies & Brands clients and to a lesser extent includes payments made to website publishers and app developers that host our advertisements.

We reported a gross profit of $21.8 million, 20% higher compared to $18.2 million for the same quarter last year. However, gross margin declined a bit to 83.1% in Q4 of 2024 compared to 87.3% last year. The decrease in gross margin was due partially to a new campaign with a Platform client. We anticipate a small decline in gross margin in 2025 due to increasing revenue from the Platform client.

Operating expenses for the fourth quarter of 2024 totaled $21.5 million, compared to $20.6 million for the same period last year.

Marketing costs, primarily media costs incurred on behalf of clients, were $17.1 million in the fourth quarter of 2024 compared to $15.2 million in the same quarter last year. Marketing costs were higher because of higher Platform revenue.

Inuvo, Inc.

Year End 2024

February 27, 2025

Compensation expense decreased in the fourth quarter of 2024 to $2.7 million compared to $3.6 million in the same quarter last year. The lower compensation expense was due primarily to lower incentive accrual and to a lesser extent lower commission expense and payroll.

At the end of the second quarter, we streamlined operations by eliminating 13 redundant positions. Our total employment, both full- and part-time, was 81 at the end of the fourth quarter of 2024 compared to 93 at the end of 2023. Our 2025 budget includes hiring seven additional employees to support growth.

General and administrative expense for the fourth quarter of 2024 declined slightly to $1.7 million from $1.8 million last year, reflecting lower travel and entertainment expense and lower amortization expense.

Net interest expense was approximately $103 thousand in the fourth quarter of 2024 compared to a net interest income of approximately $8 thousand last year due to higher borrowing within quarters.

Net income in the fourth quarter of 2024 was $141 thousand compared to a net loss of $2.4 million for the same period last year.

Adjusted EBITDA in the fourth quarter of 2024 improved by $2.4 million to $1.2 million compared to a loss of $1.2 million in the prior year.

As of December 31, 2024, we had cash and cash equivalents of $2.5 million. In July 2024, we secured a $10 million asset-based working capital line of credit, and as of December 31, there was no debt outstanding.

Our capital structure is composed of 141 million common shares outstanding and 13 million employee restricted stock units outstanding.

Effective cash management allowed us to reduce cash burn by $2.6 million in 2024 compared to the prior year and we expect to generate cash in the second half of 2025.

Inuvo, Inc.

Year End 2024

February 27, 2025

Before I return the call to Rich, I’d like to point out that for the full year 2024, revenue increased 13%, gross profit increased 13%, net loss decreased 45%, Adjusted EBITDA loss improved sixfold and net cash provided by operating activities was $230thousand, a $2.8 million improvement over net cash used by operating activities in 2023.

Now, I’d like to turn the call back to Rich for closing remarks.

Richard Howe (CEO) Closing Comments:

Thanks, Wally.

We achieved 26% growth in the 4^th quarter of 2024 and 13% growth for the fiscal year 2024. Over the last 18 quarters, we’ve had a roughly 7% compounded quarterly growth rate. All financial metrics improved year-over-year and we hit another all-time revenue high of $26.2 million in Q4 2024 with positive net income and we entered 2025 with trailing twelve-month revenue of roughly $84 million.

Our upgraded self-serve platform now puts the vast knowledge of our AI directly into the hands of marketers of any caliber. Trained on hundreds of billions of pages of content, this enhanced capability has the potential to significantly boost our bottom line as we scale adoption.

Building on strong momentum, unaudited January and February results point to continued strength. Consequently, we project first-quarter 2025 revenue growth to be roughly 40% year-over-year.

Inuvo, Inc.

Year End 2024

February 27, 2025

Finally, I’d like to thank Charles Morgan, who has decided to retire from our Board of Directors. Charles has been a director since 2009 and remains an Inuvo shareholder. Charles has also been an instrumental voice in the strategy and vision of the company. His judgement and counsel will be missed.

I am also delighted to announce that Rob Buchner will be joining our Board. Rob's successful entrepreneurial ventures, vast relationships and impressive leadership background at prominent agencies, including Campbell Mithun and Fallon Worldwide where he was CEO and CMO, makes him a strong addition.

I will now turn the call over to the operator for questions. Operator?

Richard Howe Final Comments:

I would like to thank everyone who joined us on today’s call. We appreciate your continued interest in our company.