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Discontinued Operations
 12 Months Ended
Dec. 31, 2012
Discontinued Operations  
Discontinued Operations
Discontinued Operations

On September 24, 2010, we sold the assets of MSA and our related companies Rightstuff, Inc. and Checkup Marketing, Inc., all North Carolina corporations which are wholly-owned subsidiaries of Inuvo, Inc. The purchase price of the assets was $766,636, of which $247,147 was paid at closing and the balance was paid in three equal installments of $173,163 each during the 90 days following the closing. Under the terms of the agreement, the purchaser also assumed certain liabilities related to the purchased assets. To ensure orderly transition of the business, we agreed to provide the purchaser with hosting services at no cost for 90 days following the closing. The agreement contains customary indemnification, non-disclosure and non-solicitation provisions. All the proceeds received from the sale of MSA were used to reduce the term note with Wachovia. Additionally, we reported a non-cash charge in discontinued operations of approximately $1.5 million for the loss on the sale for the year ended December 31, 2010. In July 2010, the Board of Directors approved the plan to sell our RESO business unit. On December 10, 2010, we closed the sale of the assets of RESO. The purchase price of the assets was $750,000, of which all was paid at closing less $31,716 working capital adjustment and $50,000 held in escrow for a period of one year that was paid in December 2011. Earlier in 2010, we announced our intention to sell the business and we accounted for the subsidiary as a discontinued operation since that time. To ensure an orderly transition of the business, we agreed to provide transitional services until April 15, 2011 and received a fee of $107,204 paid in five equal monthly installments. The Asset Purchase Agreement contains customary indemnification, non-disclosure and non-solicitation provisions. All the proceeds from the sale were used to reduce the term note with Wachovia. In addition, we reported a gain on the sale of RESO in discontinued operations of approximately $500,000.

On March 1, 2012, Inuvo completed the acquisition of Vertro, an internet company that owns and operates the ALOT product portfolio, comprised of both browser-based consumer applications and websites.  In March 2009, Vertro sold the assets of its subsidiary, Miva Media. As a result of the sale, Vertro terminated its European Union ("EU") centered operations and records its balances and transactions a a discontinued operation. Inuvo assumed these assets and liabilities upon the merger and accounts for these balances and transactions as a discontinued operation.

The table below summarizes the loss from EU operations acquired with the Vertro merger during the year ended December 31, 2012, and the gain from a litigation settlement resulting from the favorable settlement of a lawsuit involving a lease during the year ended December 31, 2011:
 
2012
 
2011
(Loss) from discontinued operations from EU operations acquired with Vertro merger
$
(183,527
)
 
$
—

Gain from litigation settlement in discontinued operations
—

 
257,136

(Loss) Gain on sale of discontinued operations
$
(183,527
)
 
$
257,136