Merger with Vertro, Inc.

3 Months Ended

Mar. 31, 2012

Notes to Financial Statements

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 weissued 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
Line of credit		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

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 three months ended March 31, 2012 and 2011, would have been revenue of $12,551,951 and $20,157,841, respectively; net loss of $4,080,253 and $1,482,179, respectively; and basic and diluted loss per share of $0.48 and $0.10, 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..