Merger with Vertro, Inc.

On March 1, 2012 we acquired 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 12,393,308 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 table summarizes the net assets received and liabilities assumed in the merger with Vertro. Adjustments to the original purchase price allocation include a revision of shares of common stock issued related to the merger and the finalization of the fair value of accrued expenses.



Total consideration paid in common stock	$	11,130,983
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	(3,984,264		)
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	2,782,361
Deferred tax liability	4,543,000
Other long-term liabilities	709,991
Cash received in merger	$	3,120,320
Stock issuance costs	(687,678		)
Net cash received in merger	$	2,432,642

Unaudited Pro Forma Results of Operations

Pro forma results for the combined company for the year ended December 31, 2012 would have been revenue of $57,147,743, net loss of $9,673,000, and basic and diluted loss per share of $0.46. 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.