Document and Entity Information
Document and Entity Information Document - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 08, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | IZEA Worldwide, Inc. | |
Entity Central Index Key | 0001495231 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 34,553,143 | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Current Reporting Status | Yes |
Unaudited Consolidated Balance
Unaudited Consolidated Balance Sheets - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Assets, Current [Abstract] | ||
Cash and cash equivalents | $ 6,808,553 | $ 1,968,403 |
Accounts receivable, net | 4,497,659 | 7,071,815 |
Prepaid expenses | 622,956 | 527,968 |
Other current assets | 56,191 | 39,203 |
Total current assets | 11,985,359 | 9,607,389 |
Property and equipment, net | 232,432 | 272,239 |
Right-of-use asset | 192,967 | 0 |
Goodwill | 8,316,722 | 8,316,722 |
Intangible assets, net | 2,206,506 | 3,149,949 |
Software development costs, net | 1,653,801 | 1,428,604 |
Security deposits | 142,335 | 143,174 |
Total assets | 24,730,122 | 22,918,077 |
Liabilities, Current [Abstract] | ||
Accounts payable | 1,691,475 | 2,618,103 |
Accrued expenses | 1,438,834 | 1,968,589 |
Contract liabilities | 5,440,367 | 4,957,869 |
Line of credit | 1,526,288 | |
Right-of-use liability | 166,819 | 0 |
Current portion of deferred rent | 0 | 17,420 |
Current portion of acquisition costs payable | 45,000 | 4,611,493 |
Total current liabilities | 8,782,495 | 15,699,762 |
Commitments and Contingencies | 0 | 0 |
Stockholders' Equity Attributable to Parent [Abstract] | ||
Preferred stock; $.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Common stock; $.0001 par value; 200,000,000 shares authorized; 34,506,600 and 12,075,708, respectively, issued and outstanding | 3,451 | 1,208 |
Additional paid-in capital | 74,034,826 | 60,311,756 |
Accumulated deficit | (58,090,650) | (53,094,649) |
Total stockholders’ equity | 15,947,627 | 7,218,315 |
Total liabilities and stockholders’ equity | $ 24,730,122 | $ 22,918,077 |
Consolidated Balance Sheets Par
Consolidated Balance Sheets Parentheticals - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
Parentheticals - Balance Sheet [Abstract] | ||
Preferred stock, par value (per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (shares) | 200,000,000 | 200,000,000 |
Common stock, shares, issued (shares) | 34,506,600 | 12,075,708 |
Common stock, shares outstanding (shares) | 34,506,600 | 12,075,708 |
Unaudited Consolidated Statemen
Unaudited Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Statement [Abstract] | ||||
Revenue | $ 4,411,086 | $ 5,780,941 | $ 13,128,706 | $ 13,798,342 |
Costs and expenses: | ||||
Cost of revenue (exclusive of amortization) | 1,904,287 | 2,397,466 | 5,821,237 | 6,490,906 |
Sales and marketing | 1,518,165 | 1,574,335 | 4,238,074 | 5,065,457 |
General and administrative | 1,752,126 | 2,699,978 | 6,596,485 | 6,285,810 |
Depreciation and amortization | 433,094 | 370,674 | 1,317,423 | 846,820 |
Total costs and expenses | 5,607,672 | 7,042,453 | 17,973,219 | 18,688,993 |
Loss from operations | (1,196,586) | (1,261,512) | (4,844,513) | (4,890,651) |
Other income (expense): | ||||
Interest expense | (27,734) | (90,452) | (242,935) | (147,166) |
Change in fair value of derivatives, net | 0 | 0 | 0 | (11,794) |
Other income, net | 51,285 | 19,135 | 91,447 | 23,907 |
Total other income (expense), net | 23,551 | (71,317) | (151,488) | (135,053) |
Net loss | $ (1,173,035) | $ (1,332,829) | $ (4,996,001) | $ (5,025,704) |
Weighted average common shares outstanding – basic and diluted | 32,421,043 | 10,365,750 | 22,506,929 | 7,351,827 |
Basic and diluted loss per common share | $ (0.04) | $ (0.13) | $ (0.22) | $ (0.68) |
Unaudited Consolidated Statem_2
Unaudited Consolidated Statement of Stockholders' Equity - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Stock issued during period, shares, sale of securities | 4,963,333 | |||
Stock issued during period, value, sale of securities | $ 5,667,000 | $ 496 | $ 5,666,504 | |
Balance (shares) at Dec. 31, 2017 | 5,733,981 | |||
Balance at Dec. 31, 2017 | 5,293,585 | $ 573 | 52,570,432 | $ (47,277,420) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Cumulative effect of change in accounting policy to ASC 606 | (98,822) | (98,822) | ||
Stock issued for payment of acquisition liability (shares) | 1,248,765 | |||
Stock issued for payment of acquisition liability | $ 1,896,783 | $ 125 | 1,896,658 | |
Stock purchase plan issuances (shares) | 11,189 | 11,189 | ||
Stock purchase plan issuances | $ 9,035 | $ 1 | 9,034 | |
Stock issued for payment of services, net (shares) | 30,265 | |||
Stock issued for payment of services, net | 125,000 | $ 3 | 124,997 | |
Stock issuance costs | 709,634 | 709,634 | ||
Stock-based compensation, net (shares) | 85,498 | |||
Stock-based compensation, net | 712,373 | $ 9 | 712,364 | |
Net loss | (5,025,704) | (5,025,704) | ||
Balance (shares) at Sep. 30, 2018 | 12,073,031 | |||
Balance at Sep. 30, 2018 | 7,869,616 | $ 1,207 | 60,270,355 | (52,401,946) |
Stock issued during period, shares, sale of securities | 4,963,333 | |||
Stock issued during period, value, sale of securities | 5,667,000 | $ 496 | 5,666,504 | |
Balance (shares) at Jun. 30, 2018 | 5,860,933 | |||
Balance at Jun. 30, 2018 | 2,267,314 | $ 586 | 53,335,845 | (51,069,117) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Stock issued for payment of acquisition liability (shares) | 1,248,765 | |||
Stock issued for payment of acquisition liability | 1,896,783 | $ 125 | 1,896,658 | |
Stock issuance costs | 708,934 | 708,934 | ||
Stock-based compensation, net (shares) | 0 | |||
Stock-based compensation, net | 80,282 | $ 0 | 80,282 | |
Net loss | (1,332,829) | (1,332,829) | ||
Balance (shares) at Sep. 30, 2018 | 12,073,031 | |||
Balance at Sep. 30, 2018 | 7,869,616 | $ 1,207 | 60,270,355 | (52,401,946) |
Balance (shares) at Dec. 31, 2018 | 12,075,708 | |||
Balance at Dec. 31, 2018 | 7,218,315 | $ 1,208 | 60,311,756 | (53,094,649) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Stock issued for payment of acquisition liability (shares) | 8,015,876 | |||
Stock issued for payment of acquisition liability | $ 4,004,397 | $ 801 | 4,003,596 | |
Stock purchase plan issuances (shares) | 7,099 | 7,099 | ||
Stock purchase plan issuances | $ 3,096 | $ 1 | 3,095 | |
Stock issued for payment of services, net (shares) | 66,570 | |||
Stock issued for payment of services, net | 112,504 | $ 7 | 112,497 | |
Stock issuance costs | 4,943 | 4,943 | ||
Stock-based compensation, net (shares) | 55,633 | |||
Stock-based compensation, net | 378,169 | $ 5 | 378,164 | |
Secondary offering, net (shares) | 14,285,714 | |||
Secondary offering, net | 9,232,090 | $ 1,429 | 9,230,661 | |
Net loss | (4,996,001) | (4,996,001) | ||
Balance (shares) at Sep. 30, 2019 | 34,506,600 | |||
Balance at Sep. 30, 2019 | 15,947,627 | $ 3,451 | 74,034,826 | (58,090,650) |
Balance (shares) at Jun. 30, 2019 | 27,088,213 | |||
Balance at Jun. 30, 2019 | 13,933,580 | $ 2,709 | 70,848,486 | (56,917,615) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Stock issued for payment of acquisition liability (shares) | 7,355,740 | |||
Stock issued for payment of acquisition liability | 2,928,376 | $ 736 | 2,927,640 | |
Stock issued for payment of services, net (shares) | 22,191 | |||
Stock issued for payment of services, net | 37,508 | $ 2 | 37,506 | |
Stock issuance costs | 1,704 | 1,704 | ||
Stock-based compensation, net (shares) | 40,456 | |||
Stock-based compensation, net | 219,494 | $ 4 | 219,490 | |
Net loss | (1,173,035) | (1,173,035) | ||
Balance (shares) at Sep. 30, 2019 | 34,506,600 | |||
Balance at Sep. 30, 2019 | $ 15,947,627 | $ 3,451 | $ 74,034,826 | $ (58,090,650) |
Unaudited Consolidated Statem_3
Unaudited Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Statement of Cash Flows [Abstract] | ||
Net loss | $ (4,996,001) | $ (5,025,704) |
Adjustments to reconcile net loss to net cash used for operating activities: | ||
Depreciation and amortization | 99,814 | 167,900 |
Amortization of software development costs and other intangible assets | 1,217,609 | 678,920 |
Loss on disposal of equipment | 23,903 | 5,242 |
Provision for losses on accounts receivable | (29,940) | 0 |
Stock-based compensation, net | 498,071 | 468,042 |
Fair value of stock issued for payment of services | 112,504 | 93,734 |
Decrease in fair value of contingent acquisition costs payable | 0 | (485,747) |
Gain on settlement of acquisition costs payable | (602,411) | (84,938) |
Change in fair value of derivatives, net | 0 | 11,794 |
Changes in operating assets and liabilities, net of effects of business acquired: | ||
Accounts receivable | 2,604,095 | 73,744 |
Prepaid expenses and other current assets | (231,878) | 32,007 |
Accounts payable | (926,628) | 924,039 |
Accrued expenses | (489,440) | (1,638,319) |
Contract liabilities | 482,498 | 654,859 |
Right-of-use asset | (26,148) | 0 |
Deferred rent | (17,419) | (33,359) |
Net cash used for operating activities | (2,281,371) | (4,157,786) |
Cash flows from investing activities: [Abstract] | ||
Purchase of equipment | (83,910) | (157,384) |
Software development costs | (499,363) | (486,927) |
Purchase of intangible assets | 0 | (11,266) |
Security deposits | 839 | (5,610) |
Net cash used for investing activities | (582,434) | (638,655) |
Cash flows from financing activities: [Abstract] | ||
Payments on acquisition liabilities | 0 | (120,930) |
Line of credit, net of repayments | (1,526,288) | (91,151) |
Proceeds from secondary offering, net | 9,232,090 | 5,667,000 |
Proceeds from stock purchase plan issuances | 3,096 | 9,035 |
Stock issuance costs | (4,943) | (709,634) |
Net cash provided by financing activities | 7,703,955 | 4,754,320 |
Net increase (decrease) in cash and cash equivalents | 4,840,150 | (42,121) |
Cash and cash equivalents, beginning of year | 1,968,403 | 3,906,797 |
Cash and cash equivalents, end of period | 6,808,553 | 3,864,676 |
Supplemental cash flow information: [Abstract] | ||
Cash paid for interest | 204,187 | 104,028 |
Non-cash financing and investing activities: | ||
Common stock issued for payment of acquisition liability | 4,004,397 | 1,896,783 |
Fair value of common stock issued for future services, net | $ 37,500 | $ 317,134 |
Company and Summary of Signific
Company and Summary of Significant Accounting Policies (Notes) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business IZEA Worldwide, Inc. (together with its wholly-owned subsidiaries, “we,” “us,” “our,” “IZEA” or the “Company”) is a public company incorporated in the state of Nevada. In January 2015, IZEA purchased all of the outstanding shares of capital stock of Ebyline, Inc. (“Ebyline”). In July 2016, IZEA purchased all the outstanding shares of capital stock of ZenContent, Inc. (“ZenContent”). The legal entity of ZenContent was dissolved in December 2017 after all assets and transactions were transferred to IZEA. In March 2016, the Company formed IZEA Canada, Inc., a wholly-owned subsidiary, incorporated in Ontario, Canada, to operate as a sales and support office for IZEA’s Canadian customers. On July 26, 2018, the Company merged with TapInfluence, Inc. (“TapInfluence”) pursuant to the terms of an Agreement and Plan of Merger dated as of July 11, 2018, and amended July 20, 2018. The Company creates and operates online marketplaces that connect marketers with content creators. The creators are compensated for producing and distributing unique content such as long and short form text, videos, photos, status updates, and illustrations for marketers or distributing such content on behalf of marketers through their personal websites, blogs, and social media channels. Marketers receive influential consumer content and engaging, shareable stories that drive awareness. The Company’s primary technology platform, The IZEA Exchange (“ IZEAx ”), enables transactions to be completed at scale through the management of custom content workflow, creator search and targeting, bidding, analytics, and payment processing. IZEAx is designed to provide a unified ecosystem that enables the creation and publication of multiple types of custom content through a creator’s personal websites, blogs, or social media channels including Twitter, Facebook, Instagram, and YouTube among others. In addition to IZEAx , the Company operates the Ebyline and TapInfluence technology platforms. The Ebyline platform was originally designed as a self-service content marketplace to replace editorial newsrooms in the news agencies with a “virtual newsroom” to handle their content workflow. The TapInfluence platform performs in a similar manner to IZEAx and is being utilized by the majority of its customers as a self-service platform via a licensing arrangement, allowing access to the platform and its creators for self-managed marketing campaigns. Change from Prior Periods Subsequent to the July 2018 acquisition of TapInfluence, the Company maintained two operating segments based on its major revenue streams (Managed Services and SaaS Services), which was the result of TapInfluence having a significant amount of SaaS revenue, through June 30, 2019. In the year following the TapInfluence acquisition, the Company has been integrating TapInfluence to the IZEAx platform, and merged personnel and resources between the entities. Accordingly, the individual results of Managed Services and SaaS Services are not being reviewed for profitability on an individual basis . Due to these factors the Company determined that only one reportable operating segment exists. At the reporting unit level, the Company identified a triggering event due to the reduction of the Company’s market capitalization below the Company’s carrying value. The Company recognized a change in reporting units as a result of significant changes in personnel, reporting and operating structure which occurred throughout 2019. The Company completed an assessment of any potential impairment for all reporting units immediately prior to and after the reporting unit change and determined that no impairment existed. As such, no impairment charges were recognized for the nine months ended September 30, 2019. Unaudited Interim Financial Information The accompanying consolidated balance sheet as of September 30, 2019 , the consolidated statements of operations for the three and nine months ended September 30, 2019 and 2018 , the consolidated statements of stockholders’ equity for the three and nine months ended September 30, 2019 and 2018 and the consolidated statements of cash flows for the nine months ended September 30, 2019 and 2018 are unaudited but include all adjustments that are, in the opinion of management, necessary for a fair presentation of its financial position at such dates and its results of operations and cash flows for the periods then ended in conformity with generally accepted accounting principles in the United States (“GAAP”). The consolidated balance sheet as of December 31, 2018 has been derived from the audited consolidated financial statements at that date but, in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”), does not include all of the information and notes required by GAAP for complete financial statements. Operating results for the three and nine months ended September 30, 2019 are not necessarily indicative of results that may be expected for the entire fiscal year. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the fiscal year ended December 31, 2018 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 28, 2019. Principles of Consolidation The consolidated financial statements include the accounts of IZEA Worldwide, Inc. and its wholly-owned subsidiaries, subsequent to the subsidiaries’ individual acquisition, merger or formation dates, as applicable. All significant intercompany balances and transactions have been eliminated in consolidation. The consolidated financial statements were prepared using the acquisition method of accounting with IZEA considered the accounting acquirer of Ebyline, ZenContent and TapInfluence. Under the acquisition method of accounting, the purchase price is allocated to the underlying tangible and intangible assets acquired and liabilities assumed based on their respective fair market values with any excess purchase price allocated to goodwill. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less from the date of purchase to be cash equivalents. Accounts Receivable and Concentration of Credit Risk Accounts receivable are customer obligations due under normal trade terms. Management considers an account to be delinquent when the customer has not paid an amount due by its associated due date. Uncollectibility of accounts receivable is not significant since most customers are bound by contract and are required to fund the Company for all the costs of an “opportunity,” defined as an order created by a marketer for a creator to develop or share content on behalf of a marketer. If a portion of the account balance is deemed uncollectible, the Company will either write-off the amount owed or provide a reserve based on its best estimate of the uncollectible portion of the account. Management determines the collectibility of accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition, credit history and current economic conditions. The Company had a reserve of $120,060 and $278,190 , for doubtful accounts as of September 30, 2019 and December 31, 2018 , respectively. Management believes that this estimate is reasonable, but there can be no assurance that the estimate will not change as a result of a change in economic conditions or business conditions within the industry, the individual customers or the Company. Any adjustments to this account are reflected in the consolidated statements of operations as a general and administrative expense. Bad debt expense was less than 1% of revenue for both the three and nine months ended September 30, 2019 and 2018 . Concentrations of credit risk with respect to accounts receivable were typically limited because a large number of geographically diverse customers make up the Company’s customer base, thus spreading the trade credit risk. However, with the Company’s acquisition of TapInfluence, it has increased credit exposure on certain customers who carry significant credit balances related to their marketplace spend. The Company controls credit risk through credit approvals, credit limits and monitoring procedures. The Company performs credit evaluations of its customers, but generally does not require collateral to support accounts receivable. The Company had four customers that accounted for 32% of total gross accounts receivable at September 30, 2019 and two customers that accounted for 36% of total gross accounts receivable at December 31, 2018 . The Company had no customer that accounted for more than 10% of its revenue during the three months ended September 30, 2019 and 2018 . The Company had no customer that accounted for more than 10% of its revenue during the nine months ended September 30, 2019 and 2018 . Property and Equipment Property and equipment are recorded at cost, or if acquired in a business combination, at the acquisition date fair value. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the assets as follows: Computer Equipment 3 years Office Equipment 3 - 10 years Furniture and Fixtures 5 - 10 years Leasehold improvements are amortized over the shorter of the term of the lease or the estimated useful lives of the improvements. Expenditures for repairs and maintenance are charged to expense as incurred. Expenditures for betterments and major improvements are capitalized and depreciated over the remaining useful lives of the assets. The carrying amounts of assets sold or retired and the related accumulated depreciation are eliminated in the year of disposal, with resulting gains or losses included in general and administrative expense in the consolidated statements of operations. There were no material impairment charges associated with the Company’s long-lived tangible assets during the three and nine months ended September 30, 2019 and 2018 . Goodwill and Business Combinations Goodwill represents the excess of the purchase consideration of an acquired business over the fair value of the underlying net tangible and intangible assets. The Company has goodwill in connection with its acquisitions of Ebyline, ZenContent and TapInfluence. Goodwill is not amortized but instead it is tested for impairment at least annually. In the event that management determines that the value of goodwill has become impaired, the Company will record a charge for the amount of impairment during the fiscal quarter in which the determination is made. The Company performs its annual impairment tests of goodwill as of October 1 of each year, or more frequently, if certain indicators are present. Goodwill is required to be tested for impairment at the reporting unit level. A reporting unit is an operating segment or one level below the operating segment level, which is referred to as a component. Management identifies its reporting units by assessing whether components (i) have discrete financial information available; (ii) engage in business activities; and (iii) whether a segment manager regularly reviews the component’s operating results. Net assets and goodwill of acquired businesses are allocated to the reporting unit associated with the acquired business based on the anticipated organizational structure of the combined entities. If two or more components are deemed economically similar, those components are aggregated into one reporting unit when performing the annual goodwill impairment review. The Company has determined that it has one reporting unit as of September 30, 2019 . In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”) . To address concerns over the cost and complexity of the two-step goodwill impairment test, the new standard removes the requirement for the second step of the goodwill impairment test for certain entities. An entity may apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit's carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The Company adopted this method in the third quarter of 2019 and there were no changes to its financial statements as a result of the adoption. For the three and nine months ended September 30, 2019 and 2018 , there were no impairment charges related to goodwill. Intangible Assets The Company acquired the majority of its intangible assets through its acquisitions of Ebyline, ZenContent and TapInfluence. The Company is amortizing the identifiable intangible assets over periods of 12 to 60 months. See Note 4. Intangible Assets for further details. Management reviews long-lived assets, including property and equipment, software development costs and other finite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset are compared with the asset’s carrying amount to determine if there has been an impairment, which is calculated as the difference between the fair value of an asset and its carrying value. Estimates of future undiscounted cash flows are based on expected growth rates for the business, anticipated future economic conditions and estimates of residual values. Fair values take into consideration management estimates of risk-adjusted discount rates, which are believed to be consistent with assumptions that marketplace participants would use in their estimates of fair value. For the three and nine months ended September 30, 2019 and 2018 , there were no impairment charges associated with the Company’s long-lived intangible assets. Software Development Costs In accordance with Accounting Standards Codification (“ASC”) 350-40, Internal Use Software, the Company capitalizes certain internal use software development costs associated with creating and enhancing internally developed software related to its platforms. Software development activities generally consist of three stages (i) the research and planning stage, (ii) the application and development stage, and (iii) the post-implementation stage. Costs incurred in the research and planning stage and in the post-implementation stage of software development, or other maintenance and development expenses that do not meet the qualification for capitalization, are expensed as incurred. Costs incurred in the application and infrastructure development stage, including significant enhancements and upgrades, are capitalized. These costs include personnel and related employee benefits expenses for employees or consultants who are directly associated with and who devote time to software projects, and external direct costs of materials obtained in developing the software. These software development and acquired technology costs are amortized on a straight-line basis over the estimated useful life of five years upon initial release of the software or additional features. See Note 5. Software Development Costs for further details. Leases Effective January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) . As permitted under the standard, the Company elected the package of practical expedients which permit the Company to carryforward its prior conclusions about lease identification, lease classification and initial direct costs. Additionally, the Company adopted the practical expedient that allows comparative periods to be reported under the lease accounting guidance in effect at the time prior period financial statements were previously issued. Effectively, the Company elected to apply the guidance as of the adoption date whereas financial information for prior periods has not been updated, and the disclosures required under the new standard herein have not been provided for dates and periods before January 1, 2019. This ASU establishes a right-of-use model that requires a lessee to record a right-of-use asset and a right-of-use liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The Company has not recorded leases on the balance sheet that at the commencement date have a lease term of 12 months or less. As of its January 1, 2019 adoption of this standard, the Company had one material lease greater than 12 months in duration which is associated with its Corporate headquarters in Winter Park, Florida. The adoption of this standard resulted in the Company recording a right-of-use asset of $412,442 and an associated right-of-use liability of $400,977 . The right-of-use asset is being amortized to rent expense over the remaining term of the lease. The right-of-use liability was determined by discounting the Company’s remaining obligations under the lease using its average incremental borrowing rate and will be increased through the recording of interest expense and reduced by payments made under the lease. Revenue Recognition The Company generates revenue from five primary sources: (1) revenue from its managed services when a marketer (typically a brand, agency or partner) pays the Company to provide custom content, influencer marketing, amplification or other consulting services (“Managed Services”); (2) revenue from fees charged to self-service customers on their marketplace spend within the Company’s IZEAx and TapInfluence platforms (“Marketplace Spend Fees”); (3) revenue from fees charged to access the IZEAx, Ebyline, and TapInfluence platforms (“License Fees”); (4) revenue from transactions generated by the self-service use of the Company’s Ebyline platform for professional custom content workflow (“Legacy Workflow Fees”); and (5) revenue derived from other fees such as inactivity fees, early cash-out fees, and plan fees charged to users of the Company’s platforms (“Other”). The Company recognizes revenue in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, revenue is recognized based on a five-step model which are as follows: (i) identify the contract with the customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) performance obligations are satisfied. The core principle of ASC 606 is that revenue is recognized when the transfer of promised goods or services to customers is made in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company applies the five-step model to contracts when it is probable that it will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are distinct performance obligations. The Company also determines whether it acts as an agent or a principal for each identified performance obligation. The determination of whether the Company acts as the principal or the agent is highly subjective and requires the Company to evaluate a number of indicators individually and as a whole in order to make its determination . For transactions in which the Company acts as a principal, revenue is reported on a gross basis as the amount paid by the marketer for the purchase of content or sponsorship, promotion and other related services and the Company records the amounts it pays to third-party creators as cost of revenue. For transactions in which the Company acts as an agent, revenue is reported on a net basis as the amount the Company charged to the self-service marketer using the Company’s platforms, less the amounts paid to the third-party creators providing the service. The Company maintains separate arrangements with each marketer and content creator either in the form of a master agreement or terms of service, which specify the terms of the relationship and access to its platforms, or by statement of work, which specifies the price and the services to be performed, along with other terms. The transaction price is determined based on the fixed fee stated in the statement of work and does not contain variable consideration. Marketers who contract with the Company to manage their advertising campaigns or custom content requests may prepay for services or request credit terms. Payment terms are typically 30 days from the invoice date. The agreement typically provides for either a non-refundable deposit, or a cancellation fee if the agreement is canceled by the customer prior to completion of services. Billings in advance of completed services are recorded as a contract liability until earned. The Company assesses collectibility based on a number of factors, including the creditworthiness of the customer and payment and transaction history. The allocation of the transaction price to the performance obligations in the contract is based on a cost-plus methodology. Managed Services Revenue For Managed Services Revenue, the Company enters into an agreement to provide services that may include multiple distinct performance obligations in the form of: (i) an integrated marketing campaign to provide influencer marketing services, which may include the provision of blogs, tweets, photos or videos shared through social network offerings and content promotion, such as click-through advertisements appearing in websites and social media channels; and (ii) custom content items, such as a research or news article, informational material or videos. Marketers typically purchase influencer marketing services for the purpose of providing public awareness or advertising buzz regarding the marketer’s brand and they purchase custom content for internal and external use. The Company may provide one type or a combination of all types of these performance obligations on a statement of work for a lump sum fee. The Company allocates revenue to each performance obligation in the contract at inception based on its relative standalone selling price. These performance obligations are to be provided over a stated period that generally ranges from one day to one year. Revenue is accounted for when the performance obligation has been satisfied depending on the type of service provided. The Company views its obligation to deliver influencer marketing services, including management services, as a single performance obligation that is satisfied over time as the customer receives the benefits from the services. Revenue is recognized using an input method of costs incurred compared to total expected costs to measure the progress towards satisfying the overall performance obligation of the marketing campaign. The delivery of custom content represents a distinct performance obligation that is satisfied over time as the Company has no alternative for the custom content and the Company has an enforceable right to payment for performance completed to date under the contracts. The Company considers custom content to be a series of distinct services that are substantially the same and that have the same pattern of transfer to the customer, and revenue is recognized over time using an output method based on when each individual piece of content is delivered to the customer. Based on the Company’s evaluations, revenue from Managed Services is reported on a gross basis because the Company has the primary obligation to fulfill the performance obligations and it creates, reviews and controls the services. The Company takes on the risk of payment to any third-party creators and it establishes the contract price directly with its customers based on the services requested in the statement of work. Marketplace Spend Fees and Legacy Workflow Fees Revenue For Marketplace Spend Fees and Legacy Workflow Fees Revenue, the self-service customer instructs creators found through the Company’s platforms to provide and/or distribute custom content for an agreed upon transaction price. The Company’s platforms control the contracting, description of services, acceptance of and payment for the requested content. This service is used primarily by news agencies or marketers to control the outsourcing of their content and advertising needs. The Company charges the self-service customer the transaction price plus a fee based on the contract. Revenue is recognized when the transaction is completed by the creator and accepted by the marketer or verified as posted by the system. Based on the Company’s evaluations, this revenue is reported on a net basis since the Company is acting as an agent solely arranging for the third-party creator or influencer to provide the services directly to the self-service customer through the platform or by posting the requested content. License Fees Revenue License Fees Revenue is generated through the granting of limited, non-exclusive, non-transferable licenses to customers for the use of the IZEAx and TapInfluence technology platforms for an agreed-upon subscription period. Customers license the platforms to manage their own influencer marketing campaigns. Fees for subscription or licensing services are recognized straight-line over the term of the service. Other Revenue Other Revenue is generated when fees are charged to customers primarily related to monthly plan fees, inactivity fees, and early cash-out fees. Plan fees are recognized within the month they relate to, inactivity fees are recognized at a point in time when the account is deemed inactive, and early cash-out fees are recognized when a cash-out either below certain minimum thresholds or with accelerated timing is requested. The Company does not typically engage in contracts that are longer than one year. Therefore, the Company does not capitalize costs to obtain its customer contracts as these amounts generally would be recognized over a period of less than one year and are not material. Advertising Costs Advertising costs are charged to expense as they are incurred, including payments to content creators to promote the Company. Advertising costs charged to operations for the three months ended September 30, 2019 and 2018 were $232,188 and $93,245 , respectively. For the nine months ended September 30, 2019 and 2018 , advertising costs were $459,543 and $411,575 , respectively. Advertising costs are included in sales and marketing expense in the accompanying consolidated statements of operations. Income Taxes The Company has not recorded federal income tax expense due to the generation of net operating losses. Deferred income taxes are accounted for using the balance sheet approach, which requires recognition of deferred tax assets and liabilities for the expected future consequences of temporary differences between the financial reporting basis and the tax basis of assets and liabilities. A valuation allowance is provided when it is more likely than not that a deferred tax asset will not be realized. The Company incurs minimal state franchise tax in three states, which is included in general and administrative expense in the consolidated statements of operations. The Company identifies and evaluates uncertain tax positions, if any, and recognizes the impact of uncertain tax positions for which there is a less than more-likely-than-not probability of the position being upheld when reviewed by the relevant taxing authority. Such positions are deemed to be unrecognized tax benefits and a corresponding liability is established on the balance sheet. The Company has not recognized a liability for uncertain tax positions. If there were an unrecognized tax benefit, the Company would recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. The Company’s tax years subject to examination by the Internal Revenue Service are 2016, 2017 and 2018. Fair Value of Financial Instruments The Company’s financial instruments are recorded at fair value. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect certain market assumptions. There are three levels of inputs that may be used to measure fair value: • Level 1 – Valuation based on quoted market prices in active markets for identical assets and liabilities. • Level 2 – Valuation based on quoted market prices for similar assets and liabilities in active markets. • Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The Company does not have any Level 1 or 2 financial assets or liabilities. The Company’s Level 3 financial liabilities measured at fair value included its acquisition cost liability (see Note 2. Business Combinations) as of September 30, 2019 and December 31, 2018 and its right-of-use liability as of September 30, 2019 . The respective carrying values of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash and cash equivalents, accounts receivable, accounts payable, contract liabilities, and accrued expenses. Stock-Based Compensation Stock-based compensation cost related to stock options granted under the 2011 Equity Incentive Plan and the 2011 B Equity Incentive Plan (together, the “2011 Equity Incentive Plans”) (see Note 7. Stockholders’ Equity) is measured at the grant date, based on the fair value of the award, and is recognized as expense over the employee’s requisite service period on a straight-line basis. The Company estimates the fair value of each stock option award on the date of grant using a Black-Scholes option-pricing model that uses the assumptions noted in the table below. The Company uses the closing stock price of its common stock on the date of the grant as the associated fair value of its common stock. The Company estimates the volatility of its common stock at the date of grant based on the volatility of comparable peer companies that are publicly traded and have had a longer trading history than itself. The Company determines the expected life based on historical experience with similar awards, giving consideration to the contractual terms, vesting schedules and post-vesting forfeitures. The Company uses the risk-free interest rate on the implied yield currently available on U.S. Treasury issues with an equivalent remaining term approximately equal to the expected life of the award. The Company has never paid any cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future. The Company used the following assumptions for stock options granted under the 2011 Equity Incentive Plans during the three and nine months ended September 30, 2019 and 2018 : Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Expected term 6 years 6 years 6 years 6 years Weighted average volatility 106.80% 65.65% 85.03% 63.40% Weighted average risk free interest rate 1.48% 2.82% 1.92% 2.77% Expected dividends — — — — Weighted-average expected forfeiture rate 6.29% 8.23% 6.16% 10.01% The Company estimates forfeitures when recognizing compensation expense and this estimate of forfeitures is adjusted over the requisite service period based on the extent to which actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures are recognized through a cumulative catch-up adjustment, which is |
Business Combinations (Notes)
Business Combinations (Notes) | 9 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | BUSINESS COMBINATIONS TAPINFLUENCE, INC. On July 26, 2018, IZEA completed its merger with TapInfluence, Inc., pursuant to the terms of the Agreement and Plan of Merger, dated as of July 11, 2018, by and among IZEA, IZEA Merger Sub, Inc., TapInfluence, certain stockholders of TapInfluence and the stockholders’ representative, as amended by Amendment No. 1 thereto, dated as of July 20, 2018 (the “Merger Agreement”). The merger was consummated, in part, to further consolidate the influencer marketing industry for IZEA, and for IZEA to obtain benefits from the acquisition of the TapInfluence technology platform and existing customer base, particularly from TapInfluence’s self-service customers. The following table summarizes the purchase price and acquisition costs payable associated with this acquisition: Estimated Gross Purchase Consideration Estimated Initial Present and Fair Value Estimated Present and Fair Value of Acquisition Costs Payable Estimated Remaining Fair Value of Acquisition Costs Payable July 26, 2018 July 26, 2018 December 31, 2018 September 30, 2019 Cash paid at closing (a) $ 1,500,000 $ 1,500,000 $ — $ — Stock paid at closing (a) 1,759,500 1,759,500 — — Purchase price adjustment (b) (439,610 ) (555,026 ) (115,416 ) — First deferred purchase price installment (c) 1,000,000 970,576 995,097 — Second deferred purchase price installment (c) 3,500,000 3,271,028 3,366,433 — Total $ 7,319,890 $ 6,946,078 $ 4,246,114 $ — (a) The aggregate consideration paid at closing for the acquisition of TapInfluence consisted of a cash payment of $1,500,000 and the issuance of 1,150,000 shares of IZEA common stock valued at $1,759,500 , or $1.53 per share. (b) Per the terms of the Merger Agreement, the initial cash payment due at closing of $1,500,000 was to be adjusted as follows: reduced for seller transaction expenses and closing date indebtedness, increased by closing date cash and cash equivalents of TapInfluence, and reduced or increased by an estimated working capital amount. These adjustments resulted in a net reduction in the purchase price of $439,610 , which included a negative estimated working capital adjustment of $181,633 . (c) Aggregate post-acquisition date consideration consists of additional payments totaling $4,500,000 , less any remaining adjustment related to the final working capital adjustment calculation. The payments will be made in the form of cash, common stock or a combination thereof, at IZEA’s option. The first of these installments was paid in January 2019, and the second of the two installments was paid in July 2019. Following the closing, IZEA calculated the final working capital as of the closing date as a negative $297,049 , which was $115,416 lower than the original estimate of negative $181,633 . Therefore, the purchase price was reduced by an additional $115,416 , which was deducted from the six-month installment payment paid in January 2019. On January 26, 2019, the Company issued 660,136 shares of its common stock valued at $884,583 , or $1.34 per share, using a thirty (30) trading day volume-weighted average closing price (the “30-day VWAP”) as reported by the Nasdaq Capital Market prior to the issuance date. The Company recorded a $191,439 loss on the settlement of this acquisition cost payable as a result of the difference between the actual closing market price of the common stock of $1.63 on the settlement date and the 30 -day average price of the common stock of $1.34 required by the Merger Agreement. On July 26, 2019, pursuant to the terms of the Merger Agreement, the Company issued to the former shareholders of TapInfluence 6,908,251 shares of its common stock valued at $3,500,000 , or $0.50664 per share, using the 30-day VWAP as reported by the Nasdaq Capital Market prior to the issuance date. The Company recognized a gain of $752,591 on the settlement of this acquisition cost payable as a result of the difference between the actual closing market price of the common stock of $0.3977 on the settlement date and the 30-day VWAP. The Company’s consolidated revenue associated with TapInfluence operations for the three and nine months ended September 30, 2018 , was $797,244 . The Company’s consolidated revenue associated with TapInfluence operations for the three and nine months ended September 30, 2019 , was $438,246 and $1,778,643 , respectively. The Company is unable to determine net loss specifically related to TapInfluence operations as the majority of operational resources are shared with IZEA, and we continue to migrate certain former TapInfluence customers to the IZEAx platform. The following unaudited pro forma summary presents consolidated information of the Company as if the business combination with TapInfluence had occurred on January 1, 2018: Pro Forma Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 Pro forma revenue $ 8,326,602 $ 16,344,003 Pro forma cost of revenue (2,773,608 ) (6,867,048 ) Pro forma gross profit $ 5,552,994 $ 9,476,955 Pro forma net loss prior to adjustments $ (2,684,646 ) $ (6,377,521 ) Pro forma adjustment to net loss: Difference in amortization of acquired identifiable intangible assets (77,506 ) (569,055 ) Acquisition-related expenses 114,833 114,833 Pro forma net loss combined $ (2,647,319 ) $ (6,831,743 ) The business combination was accounted for under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations . ZENCONTENT, INC. On July 31, 2016, the Company purchased all of the outstanding shares of capital stock of ZenContent pursuant to the terms of a Stock Purchase Agreement, by and among IZEA, ZenContent and the stockholders of ZenContent (the “ZenContent Stock Purchase Agreement”) for a maximum purchase price to be paid over three years of $4,500,000 . Upon closing, the Company paid a cash payment of $400,000 and issued 86,207 shares of the Company’s common stock valued at $600,000 . The ZenContent Stock Purchase Agreement also requires (i) three equal annual installment payments totaling $1,000,000 , subject to a working capital adjustment, commencing 12 months following the closing and (ii) contingent performance payments of up to an aggregate of $2,500,000 over the three consecutive 12-month periods following the closing, based upon ZenContent achieving certain minimum revenue thresholds. Of these payments, 33% of each such annual installment or contingent performance payment will be in the form of cash and the remainder of such payment will be in the form of either cash or additional shares of the Company’s common stock (determined at the Company’s option). In July 2018, pursuant to an amendment to the ZenContent Stock Purchase Agreement, the parties agreed to fix the amount payable for any further contingent performance payments at $90,000 , of which $45,000 was paid in cash on November 1, 2018, and $45,000 was paid in cash on November 1, 2019. The following table summarizes the purchase price and acquisition costs payable associated with this acquisition: Estimated Gross Purchase Consideration Estimated Initial Present and Fair Value Estimated Present and Fair Value of Acquisition Costs Payable Estimated Remaining Fair Value of Acquisition Costs Payable July 31, 2016 July 31, 2016 December 31, 2018 September 30, 2019 Cash paid at closing (a) $ 400,000 $ 400,000 $ — $ — Stock paid at closing (a) 600,000 600,000 — — Guaranteed purchase price (b) 933,565 566,547 321,740 — Contingent performance payments (c) 2,500,000 230,000 43,639 44,805 Total $ 4,433,565 $ 1,796,547 $ 365,379 $ 44,805 (a) The aggregate consideration paid at closing for the acquisition of ZenContent consisted of a cash payment of $400,000 and the issuance of 86,207 shares of IZEA common stock valued at $600,000 . (b) Aggregate post-acquisition date consideration consists of (i) three equal annual installment payments totaling $1,000,000 , commencing 12 months following the closing, less a reduction of $66,435 due to a customary closing date working capital adjustment (“guaranteed purchase price”), and (ii) contingent performance payments up to an aggregate of $2,500,000 over the three consecutive 12-month periods following the closing. These payments are also subject to a downward adjustment up to 30% if ZenContent’s co-founder was terminated by IZEA for cause or if she terminated her employment without good reason. As a result, the Company initially reduced its acquisition cost liability by $300,000 to be accrued as compensation expense over the three-year term rather than allocated to the initial purchase price in accordance with ASC 805-10-55-25. The initial guaranteed purchase price consideration was discounted to present value using the Company’s borrowing rate of prime plus 2% ( 5.5% on July 31, 2016). On July 31, 2017, the Company paid $266,898 in cash for the first annual installment of $333,333 less $66,435 in working capital adjustments. On July 31, 2018, the Company paid the second annual installment, comprised of $111,112 in cash and $222,221 in stock using 98,765 shares of its common stock valued at $2.25 per share, using the 30-day VWAP as reported by the Nasdaq Capital Market prior to the issuance date. On July 31, 2019, the Company made the third and final annual installment payment under the ZenContent Stock Purchase Agreement, of 447,489 shares of our common stock valued at $222,223 or $0.4966 per share, using the 30-day VWAP as reported by the Nasdaq Capital Market prior to the issuance date. The Company recognized a gain of $41,259 on the settlement of this acquisition cost payable as a result of the difference between the actual closing price of the common stock of $0.4044 on the settlement date and the 30-day VWAP. (c) The contingent performance payments were subject to ZenContent achieving certain minimum revenue thresholds over 36 months . On July 31, 2016, the Company initially determined the fair value of the $2,500,000 contingent payments to be $230,000 . The fair value of the contingent performance payments was required to be revalued each quarter and was calculated using a Monte-Carlo simulation to simulate revenue over the future periods. Since the contingent consideration has an option like structure, a risk-neutral framework was considered appropriate for the valuation. The Company started with a risk-adjusted measure of forecasted revenue (using a risk-adjusted discount rate of 17% ) and assumed it would follow geometric Brownian motion to simulate the revenue at future dates. Once the initial revenue was estimated based off of projections, payout was calculated for each year and present valued to incorporate the credit risk associated with these payments. The Company’s fair value conclusion was based on the average payment from 250,000 simulation trials. The volatility used for the simulation was 45% . The interest rate used for the simulation was the Company’s current borrowing rate of prime plus 2% at the time of valuation. The Company revised its estimate of the contingent performance payments based on the fixed payments agreed upon in the July 2018 amendment to the ZenContent Stock Purchase Agreement. |
Property and Equipment (Notes)
Property and Equipment (Notes) | 9 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | PROPERTY AND EQUIPMENT Property and equipment consists of the following: September 30, 2019 December 31, 2018 Furniture and fixtures $ 298,804 $ 293,777 Office equipment 86,884 77,194 Computer equipment 464,903 561,812 Leasehold improvements 338,018 338,018 Total 1,188,609 1,270,801 Less accumulated depreciation and amortization (956,177 ) (998,562 ) Property and equipment, net $ 232,432 $ 272,239 Depreciation and amortization expense on property and equipment recorded in Depreciation and amortization expense in the consolidated statements of operations was $25,391 and $55,034 for the three months ended September 30, 2019 and 2018 , respectively. For the nine months ended September 30, 2019 and 2018 , depreciation and amortization expense on property and equipment recorded in Depreciation and amortization expense in the consolidated statements of operations was $99,814 and $167,900 , respectively. |
Intangible Assets (Notes)
Intangible Assets (Notes) | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets Disclosure [Text Block] | INTANGIBLE ASSETS The identifiable intangible assets, other than Goodwill, consists of the following assets: September 30, 2019 December 31, 2018 Useful Life (in years) Balance Accumulated Amortization Balance Accumulated Amortization Content provider networks $ 160,000 $ 160,000 $ 160,000 $ 160,000 2 Trade names 87,000 87,000 87,000 66,583 1 Developed technology 1,130,000 565,667 1,130,000 396,167 5 Self-service content customers 2,810,000 1,221,111 2,810,000 571,111 3 Managed content customers 2,140,000 2,140,000 2,140,000 2,071,945 3 Domains 166,469 124,852 166,469 99,881 5 Embedded non-compete provision 28,000 16,333 28,000 5,833 2 Total $ 6,521,469 $ 4,314,963 $ 6,521,469 $ 3,371,520 Total identifiable intangible assets, other than Goodwill, from the Company’s acquisitions and other acquired assets net of accumulated amortization thereon consists of the following: September 30, 2019 December 31, 2018 Ebyline Intangible Assets $ 2,370,000 $ 2,370,000 ZenContent Intangible Assets 722,000 722,000 Domains 166,469 166,469 TapInfluence Intangible Assets 3,263,000 3,263,000 Total $ 6,521,469 $ 6,521,469 Less accumulated amortization (4,314,963 ) (3,371,520 ) Intangible assets, net $ 2,206,506 $ 3,149,949 The Company is amortizing the identifiable intangible assets over a weighted-average period of three years . Amortization expense recorded in depreciation and amortization in the accompanying consolidated statements of operations was $297,629 and $242,018 for the three months ended September 30, 2019 and 2018 , respectively. For the nine months ended September 30, 2019 and 2018 , amortization expense recorded in depreciation and amortization was $943,443 and $458,054 , respectively. The portion of this amortization expense specifically related to the costs of acquired technology for its platforms that is presented separately from cost of revenue was $26,500 for each of the three months ended September 30, 2019 and 2018 and $79,500 for each of the nine months ended September 30, 2019 and 2018 . As of September 30, 2019 , future estimated amortization expense related to identifiable intangible assets is set forth in the following schedule: Amortization Expense Remainder of 2019 $ 284,990 2020 1,079,127 2021 652,389 2022 120,000 2023 70,000 Total $ 2,206,506 The Company’s goodwill balance changed as follows: Amount Balance on December 31, 2018 $ 8,316,722 Acquisitions, divestitures or other changes during 2019 — Balance on September 30, 2019 $ 8,316,722 |
Software Development Costs (Not
Software Development Costs (Notes) | 9 Months Ended |
Sep. 30, 2019 | |
Research and Development [Abstract] | |
Research, Development, and Computer Software Disclosure [Text Block] | SOFTWARE DEVELOPMENT COSTS Software development costs consists of the following: September 30, 2019 December 31, 2018 Software development costs $ 2,815,878 $ 2,316,515 Less accumulated amortization (1,162,077 ) (887,911 ) Software development costs, net $ 1,653,801 $ 1,428,604 The Company developed its web-based advertising and content exchange platform, IZEAx, to enable native advertising campaigns on a greater scale. The Company continues to add new features and additional functionality to IZEAx to facilitate the contracting, workflow, and delivery of direct content as well as provide for invoicing, collaborating, and direct payments for the Company’s self-service customers. The Company capitalized software development costs of $47,744 and $229,273 during the three months ended September 30, 2019 and 2018 , respectively. The Company capitalized software development costs of $499,363 and $486,927 during the nine months ended September 30, 2019 and 2018 , respectively. As a result, the Company has capitalized a total of $2,815,878 in direct materials, consulting, payroll and benefit costs to its internal use software development costs in the consolidated balance sheet as of September 30, 2019 . The Company amortizes its software development costs, commencing upon initial release of the software or additional features, on a straight-line basis over the estimated the useful life of five years , which is consistent with the amount of time its legacy platforms were in service. Amortization expense on software development costs that is presented separately from cost of revenue and recorded in Depreciation and amortization expense in the accompanying consolidated statements of operations was $110,073 and $73,622 for the three months ended September 30, 2019 and 2018 , respectively and $274,166 and $220,866 for the nine months ended September 30, 2019 and 2018 , respectively. As of September 30, 2019 , future estimated amortization expense related to software development costs is set forth in the following schedule: Software Development Amortization Expense Remainder of 2019 $ 112,350 2020 444,517 2021 403,121 2022 333,796 2023 268,689 Thereafter 91,328 Total $ 1,653,801 |
Commitments and Contingencies (
Commitments and Contingencies (Notes) | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | COMMITMENTS AND CONTINGENCIES Secured Credit Facility The Company has a secured credit facility agreement (also referred to herein as “line of credit”) with Western Alliance Bank, the parent company of Bridge Bank, N.A. of San Jose, California, which it obtained on March 1, 2013 and expanded on April 13, 2015. Effective August 30, 2018, as a result of IZEA’s merger with TapInfluence, the Company entered into a Business Financing Modification Agreement and Consent (“Modification Agreement”) with Western Alliance Bank to add TapInfluence as an additional borrower on the secured credit facility. In connection with the August 30, 2018 amendment, the Company incurred approximately $8,400 of costs which have been capitalized and are being amortized through interest expense over 12 months. Pursuant to the secured credit facility agreement, as amended, the Company may submit requests for funding up to 80% of its eligible accounts receivable up to a maximum credit limit of $5 million . This agreement is secured by the Company’s accounts receivable and substantially all of the Company’s other assets. The Modification Agreement automatically renews in April of each year and requires the Company to pay an annual facility fee of $20,000 ( 0.4% of the credit limit) and an annual due diligence fee of $1,000 . Interest accrued on the advances at the rate of prime plus 2% per annum through August 29, 2018, at which time the rate was amended to prime plus 1.5% per annum in conjunction with the August 30, 2018 Modification Agreement. The default rate of interest is prime plus 7% . The Company had $0 and $1,526,288 outstanding under this secured credit facility of September 30, 2019 and December 31, 2018 . These balances outstanding were secured by gross accounts receivable balances of $0 and $1,907,860 as of September 30, 2019 and December 31, 2018 , respectively. As of September 30, 2019 , the Company had a net accounts receivable balance of $4,497,659 . Assuming that all of the Company’s accounts receivable balance was eligible for funding, the Company had $3,598,127 in remaining available credit under the agreement as of September 30, 2019 . The annual fees are capitalized in the Company’s consolidated balance sheet within other current assets and are amortized to interest expense over one year . The Company amortized $5,250 and $5,250 of the secured credit facility costs through interest expense during the three months ended September 30, 2019 and 2018 , respectively. During the nine months ended September 30, 2019 and 2018 , the Company amortized $19,964 and $15,750 , respectively of the secured credit facility costs through interest expense. The remaining value of the capitalized loan costs related to the secured credit facility as of September 30, 2019 is $12,250 ; this amount will be amortized to interest expense over the next seven months. Lease Commitments The Company has no obligations under finance leases as of September 30, 2019 . Leases The corporate headquarters are located at 480 N. Orlando Avenue, Suite 200 in Winter Park, Florida. The Company occupies this office pursuant to a sublease agreement that originally expired in April 2019. In January 2019, the Company exercised its option to extend this lease for one additional year until April 30, 2020 . This lease covers approximately 15,500 square feet based on an annually increasing rate of $17.50 to $22.50 per square foot over the initial lease term. The Company also occupies flexible office space under monthly, quarterly or semi-annual membership contracts in Los Angeles, San Francisco, Denver, Chicago, New York City and Toronto. In connection with the adoption of the new lease standard, the Company recorded a right-of-use liability of $400,977 as of January 1, 2019. During the three and nine months ended September 30, 2019 , the Company recorded $5,230 and $21,252 , respectively, of interest accretion on this right-of-use liability. Our lease obligation associated with our Winter Park, Florida office space has a remaining lease term of 7 months. The present value of this lease obligation was determined using a discount rate of 9.5% , consistent with our effective borrowing rate. A summary of future minimum lease payments as of September 30, 2019 related to our leased Winter Park, Florida office space, is as follows: Remainder of 2019 $ 85,137 2020 85,785 Total minimum lease payments $ 170,922 Total rent expense recorded in general and administrative expense in the accompanying consolidated statements of operations was $155,165 and $459,944 for the three and nine months ended September 30, 2019 . Retirement Plans The Company offers a 401(k) plan to all of its eligible employees. The Company matches participant contributions in an amount equal to 50% of each participant’s contribution up to 8% of the participant’s salary. The participants become vested in 20% annual increments after two years of service. During the three months ended September 30, 2019 and 2018 , the Company incurred $29,273 and $42,745 , respectively, in expense for matching employer contributions. During the nine months ended September 30, 2019 and 2018 , the Company incurred $131,493 and $167,659 , respectively, in expense for matching employer contributions. Litigation A securities class action lawsuit, Julian Perez, individually, and on behalf of all others similarly situated v. IZEA, Inc., et al ., case number 2:18-cv-02784-SVW-GJS was instituted April 4, 2018 in the U.S. District Court for the Central District of California against the Company and certain of its executive officers on behalf of certain purchasers of its common stock. The plaintiffs seek to recover damages for investors under federal securities laws. The Company has estimated and accrued a potential loss of $500,000 representing its deductible on the associated insurance coverage. On April 15, 2019, a stipulation of settlement was filed in the U.S. District Court for the Central District of California that contained settlement terms as agreed upon by the parties to the Perez class action lawsuit described above. The motion for preliminary approval of the settlement was granted on May 7, 2019. According to the terms of the settlement, as agreed upon by the parties, IZEA’s insurer deposited $800,000 into the settlement fund and we paid the remainder of the Company’s previously accrued insurance deductible of $400,000 into escrow to be used as settlement funds, inclusive of lead plaintiff awards and lead counsel fees. The U.S. District Court for the Central District of California issued an Order approving the settlement of the Perez class action lawsuit on September 26, 2019, which requires that the lawsuit be dismissed with prejudice. On July 3, 2018, a shareholder derivative lawsuit, Korene Stuart v. Edward H. Murphy et al ., case number A-18-777135-C was instituted in the Eighth Judicial District Court of the State of Nevada, Clark County against certain executive officers and members of the Board of Directors for IZEA. IZEA has been named as a nominal defendant. The plaintiff seeks to recover damages on behalf of the Company for purported breaches of the individual defendants’ fiduciary duties as directors and/or officers of IZEA, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets in violation of state common law. Additionally, on October 19, 2018, a shareholder derivative lawsuit, Dennis E. Emond v. Edward H. Murphy et al. , case number 2:18-cv-9040, was instituted in the U.S. District Court for the Central District of California against certain executive officers and members of the Board of Directors for IZEA. IZEA has been named as a nominal defendant. An amended complaint was filed on October 31, 2018. The plaintiff seeks to recover damages on behalf of the Company for purported breaches of the individual defendants’ fiduciary duties as directors and/or officers of IZEA, gross mismanagement and alleged violations of federal securities laws. On March 6, 2019, a stipulation of settlement was filed in the United States District Court for the Central District of California that contained settlement terms as agreed upon by the parties to the Stuart and Emond shareholder derivative lawsuits described above. The settlement terms as agreed upon by the parties include that IZEA will direct its insurers to make a payment of $300,000 as a fee and service award to the plaintiffs and their counsel in the Stuart and Emond lawsuits and further that IZEA will enact certain corporate governance reforms. The settlement is subject to approval by the United States District Court for the Central District of California, and the plaintiff presented his motion for preliminary approval of the settlement on May 13, 2019. The motion is currently pending before the Court. Upon final approval by the Court, the settlement will require that both the Emond and Stuart lawsuits be dismissed with prejudice. In the event that the Court does not approve the settlement, the Company intends to vigorously defend against the claims. On August 28, 2019, the United States District Court for the Central District of California entered an order preliminarily approving a stipulation of settlement filed on March 6, 2019 (the "Settlement") that contained settlement terms as agreed upon by parties to the Stuart and Emond shareholder derivative lawsuits described above. The terms of the Settlement include IZEA’s directing its insurers to make a payment of $300,000 as a fee and service award to the plaintiffs and their counsel in the Stuart and Emond lawsuits and IZEA’s enacting certain governance reforms. A hearing on final approval of the Settlement will be held on December 16, 2019 at 8:30 a.m., Los Angeles time. Pursuant to the terms of the Settlement, final approval of the Settlement by the United States District Court for the Central District of California will result in the dismissal with prejudice of both the Stuart and Emond lawsuits. From time to time, the Company may become involved in various other lawsuits and legal proceedings that arise in the ordinary course of its business. Litigation is, however, subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm the Company’s business. The Company is currently not aware of any other legal proceedings or claims that it believes would or could have, individually or in the aggregate, a material adverse effect on us. Regardless of final outcomes, however, any such proceedings or claims may nonetheless impose a significant burden on management and employees and may come with costly defense costs or unfavorable preliminary interim rulings. |
Stockholders' Equity (Notes)
Stockholders' Equity (Notes) | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement [Text Block] | STOCKHOLDERS’ EQUITY Authorized Shares The Company has 200,000,000 authorized shares of common stock and 10,000,000 authorized shares of preferred stock, each with a par value of $0.0001 per share. Public Offering On May 10, 2019, the Company closed on its underwritten registered public offering of 14,285,714 shares of common stock at a public offering price of $0.70 per share, for total gross proceeds of approximately $10.0 million . The net proceeds to the Company were approximately $9.23 million . Mr. Edward Murphy, the Company’s Chief Executive Officer and a Company director, and Mr. Troy J. Vanke, the Company’s former Chief Financial Officer, participated in the public offering and purchased 21,428 and 42,857 shares of stock, respectively. Stock Issued for Acquisitions TapInfluence On January 26, 2019, pursuant to its Merger Agreement with TapInfluence (see Note 2. Business Combinations), the Company issued 660,136 shares of its common stock valued at $884,583 , or $1.34 per share, using the 30-day VWAP as reported by the Nasdaq Capital Market prior to the issuance date. The Company recorded a $191,439 loss on the settlement of this acquisition cost payable as a result of the difference between the actual closing market price of the common stock of $1.63 on the settlement date and the 30-day VWAP of $1.34 required by the Merger Agreement. On July 26, 2019 , pursuant to the terms of the Merger Agreement with TapInfluence (see Note 2. Business Combinations), the Company issued to the former shareholders of TapInfluence 6,908,251 shares of its common stock valued at $3,500,000 , or $0.50664 per share, using the 30-day VWAP as reported by the Nasdaq Capital Market prior to the issuance date. The Company recognized a gain of $752,591 on the settlement of this acquisition cost payable as a result of the difference between the actual closing market price of the common stock of $0.3977 on the settlement date and the 30-day VWAP. ZenContent On July 31, 2019 , the Company made the third and final annual installment payment under the ZenContent Stock Purchase Agreement, of 447,489 shares of our common stock valued at $222,223 or $0.4966 per share, using the 30-day VWAP as reported by the Nasdaq Capital Market prior to the issuance date. The Company recognized a gain of $41,259 on the settlement of this acquisition cost payable as a result of the difference between the actual closing market price of the common stock of $0.4044 on the settlement date and the 30-day VWAP. On November 1, 2019, subsequent to the third quarter of 2019, the Company made a final payment of $45,000 as a final installment to settle the ZenContent Stock Purchase Agreement. Equity Incentive Plans In May 2011, the Company’s Board of Directors (the “Board”) adopted the 2011 Equity Incentive Plan of IZEA Worldwide, Inc. (the “May 2011 Plan”). At the Company’s 2018 Annual Meeting of Stockholders held on December 18, 2018, the stockholders approved an amendment and restatement of the May 2011 Plan which increased the number of shares of common stock available for issuance under the May 2011 Plan. The amended and restated May 2011 Plan allows the Company to award restricted stock, restricted stock units and stock options, covering up to 2,500,000 shares of common stock as incentive compensation for its employees and consultants. As of September 30, 2019 , the Company had 275,562 shares of common stock available for issuance pursuant to future grants under the May 2011 Plan. In August 2011, the Company adopted the 2011 B Equity Incentive Plan (the “August 2011 Plan”) reserving 4,375 shares of common stock for issuance under the August 2011 Plan. As of September 30, 2019 , the Company had 4,375 shares of common stock available for future grants under the August 2011 Plan. Restricted Stock Under both the May 2011 Plan and the August 2011 Plan (together, the “2011 Equity Incentive Plans”), the Board determines the terms and conditions of each restricted stock issuance, including any future vesting restrictions. The Company issued 27,184 shares of restricted stock on March 28, 2019 to Mr. Edward Murphy, its Chief Executive Officer, for amounts owed on his fourth quarter 2018 performance bonus. The stock was initially valued at $36,427 and vests in equal monthly installments over 12 months from issuance. The Company issued 4,570 shares of restricted stock on March 28, 2019 to Mr. Ryan Schram, its Chief Operating Officer, for amounts owed on his fourth quarter 2018 performance bonus. The stock was initially valued at $6,124 and vests in equal monthly installments over 48 months from issuance. During the nine months ended September 30, 2019 , the Company issued its six independent directors a total of 88,758 shares of restricted common stock initially valued at $150,000 for their annual service as directors of the Company. The stock vests in equal monthly installments from January through December 2019. The following table contains summarized information about outstanding restricted stock for the nine months ended September 30, 2019 : Restricted Stock Common Shares Weighted-Average Weighted-Average Nonvested at December 31, 2018 57,984 $ 3.70 1.4 Granted 120,512 1.60 Vested (108,785 ) 2.21 Forfeited (2,500 ) 5.52 Nonvested at September 30, 2019 67,211 $ 2.19 1.2 Although restricted stock is issued upon the grant of an award, the Company excludes restricted stock from the computations within the financial statements of total shares outstanding and earnings per share until such time as the restricted stock vests. Expense recognized on restricted stock issued to non-employees for services during the three months ended September 30, 2019 and 2018 was $37,509 and $31,244 , respectively, and during the nine months ended September 30, 2019 and 2018 was $112,504 and $93,734 , respectively. Expense recognized on restricted stock issued to employees during the three months ended September 30, 2019 and 2018 was $44,856 and $38,128 , respectively, and during the nine months ended September 30, 2019 and 2018 was $128,113 and $121,994 , respectively. The fair value of the Company’s common stock on September 30, 2019 was $0.26 per share. The intrinsic value on the non-vested restricted stock as of September 30, 2019 was $17,475 . Future compensation expense related to issued, but non-vested restricted stock awards as of September 30, 2019 is $147,258 . This value is estimated to be recognized over the weighted-average vesting period of approximately 1.2 years. Restricted Stock Units The Board determines the terms and conditions of each restricted stock unit award issued under the May 2011 Plan. The Company issued 131,235 restricted stock units on May 17, 2019 to Mr. Murphy, under the terms of his amended employment agreement. The restricted stock units were initially valued at $76,510 and vest in equal monthly installments over 36 months from issuance. The Company issued 258,312 restricted stock units on August 29, 2019 to Mr. Murphy under the terms of his amended employment agreement. The restricted stock units were initially valued at $82,789 and vest in equal monthly installments over 48 months from issuance. The Company issued 890 restricted stock units on May 14, 2019 to Mr. Troy Vanke, the Company’s then Chief Financial Officer, under the terms of his employment agreement. The restricted stock units were initially valued at $578 and vest in equal monthly installments over 12 months from issuance. Upon his departure in August 2019, 667 of these shares were forfeited. The following table contains summarized information about restricted stock units during the nine months ended September 30, 2019 : Restricted Stock Units Common Shares Weighted-Average Weighted-Average Nonvested at December 31, 2018 160,000 $ 1.04 1.0 Granted 390,437 0.41 Vested (104,707 ) 0.89 Forfeited (26,667 ) 1.03 Nonvested at September 30, 2019 419,063 $ 0.49 3.1 The Company granted 258,312 restricted stock units under the 2011 Equity Incentive Plans during the three months ended September 30, 2019 . No restricted stock units under the 2011 Equity Incentive Plans were granted during the three and nine months ended September 30, 2018 . The intrinsic value on the non-vested restricted units as of September 30, 2019 was $108,956 . Expense recognized on restricted stock units issued to employees during the three months ended September 30, 2019 was $37,790 and during the nine months ended September 30, 2019 was $92,738 . As of September 30, 2019 , future compensation related to restricted stock units expected to vest of $206,092 is estimated to be recognized over the weighted-average vesting period of approximately 3.1 years . Stock Options Under the 2011 Equity Incentive Plans, the Board determines the exercise price to be paid for the stock option shares, the period within which each stock option may be exercised, and the terms and conditions of each stock option. The exercise price of incentive and non-qualified stock options may not be less than 100% of the fair market value per share of the Company’s common stock on the grant date. If an individual owns stock representing more than 10% of the outstanding shares, the exercise price of each share of an incentive stock option must be equal to or exceed 110% of fair market value. Unless otherwise determined by the Board at the time of grant, the exercise price is set at the fair market value of the Company’s common stock on the grant date (or the last trading day prior to the grant date, if it is awarded on a non-trading day). Additionally, the term is set at ten years and the option typically vests on a straight-line basis over the requisite service period as follows: 25% one year from the date of grant with the remaining vesting monthly in equal increments over the following three years. The Company issues new shares for any stock awards or options exercised under its 2011 Equity Incentive Plans. A summary of stock option activity under the 2011 Equity Incentive Plans for the nine months ended September 30, 2019 is presented below: Stock Options Outstanding Common Shares Weighted-Average Exercise Price Weighted-Average Remaining Life (Years) Outstanding at December 31, 2018 1,040,477 $ 5.23 6.5 Granted 583,552 0.68 Expired (140,063 ) 7.72 Forfeited (80,047 ) 2.94 Outstanding at September 30, 2019 1,403,919 $ 3.22 7.39 During the three and nine months ended September 30, 2019 and 2018 , no stock options were exercised. The fair value of the Company’s common stock on September 30, 2019 was $0.26 per share. The intrinsic value on outstanding stock options as of September 30, 2019 was $0 . The intrinsic value on exercisable stock options as of September 30, 2019 was $0 . A summary of the nonvested stock option activity under the 2011 Equity Incentive Plans for the nine months ended September 30, 2019 is presented below: Nonvested Stock Options Common Shares Weighted Average Grant Date Fair Value Weighted Average Remaining Years to Vest Nonvested at December 31, 2018 300,510 $ 0.80 2.4 Granted 583,552 0.44 Vested (85,456 ) 2.33 Forfeited or expired (57,012 ) 1.89 Nonvested at September 30, 2019 741,594 $ 0.91 3.2 Expense recognized on stock options issued to employees during the three months ended September 30, 2019 and 2018 was approximately $97,220 and $77,483 , respectively. During the nine months ended September 30, 2019 and 2018 expense recognized on stock options issued was approximately $277,220 and $319,416 , respectively. Future compensation expense related to nonvested awards as of September 30, 2019 expected to vest of approximately $677,542 is estimated to be recognized over the weighted-average vesting period of approximately 3.2 years . The following table shows the number of stock options granted under our 2011 Equity Incentive Plans and the assumptions used to determine the fair value of those options during the nine months ended September 30, 2019 and 2018: Period Ended Total Stock Options Granted Weighted-Average Exercise Price Weighted-Average Expected Term Weighted-Average Volatility Weighted-Average Risk-Free Interest Rate Weighted-Average September 30, 2019 583,552 $0.68 6 years 85.03% 1.92% $0.44 September 30, 2018 98,359 $1.71 6.0 years 63.40% 2.77% $0.96 There were outstanding options to purchase 1,403,919 shares with a weighted average exercise price of $3.22 per share, of which options to purchase 662,325 shares were exercisable with a weighted average exercise price of $5.49 per share as of September 30, 2019 . Employee Stock Purchase Plan At the Company’s 2018 Annual Meeting of Stockholders held on December 18, 2018, stockholders holding a majority of the Company’s outstanding shares of common stock, upon previous recommendation and approval of the Board, adopted the amended and restated IZEA Worldwide, Inc. 2014 Employee Stock Purchase Plan (the “ESPP”), which provides for the issuance of up to 500,000 shares of the Company’s common stock thereunder. Any employee regularly employed by the Company for 90 days or more on a full-time or part-time basis ( 20 hours or more per week on a regular schedule) is eligible to participate in the ESPP. The ESPP operates in successive six months offering periods commencing at the beginning of each fiscal year half. Each eligible employee who elects to participate may purchase up to 10% of their annual compensation in common stock not to exceed $21,250 annually or 2,000 shares per year. The purchase price will be the lower of (i) 85% of the fair market value of a share of common stock on the first day of the offering period or (ii) 85% of the fair market value of a share of common stock on the last day of the offering period. The ESPP will continue until January 1, 2024, unless otherwise terminated by the Board. As of September 30, 2019 , the Company had 430,129 remaining shares of common stock available for future grants under the ESPP. During the nine months ended September 30, 2019 , employees paid $3,096 to purchase 7,099 shares of common stock and paid $9,035 to purchase 11,189 shares of common stock during the nine months ended September 30, 2018 . Stock-based compensation cost related to all awards granted to employees is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the employee’s requisite service period. The Company estimates the fair value of each option award on the date of grant using a Black-Scholes option-pricing model that uses the assumptions stated in Note 1. Company and Significant Accounting Policies. Total stock-based compensation expense recognized on restricted stock, restricted stock units, stock options and employee stock purchase plan issuances during the three months ended September 30, 2019 and 2018 was $179,866 and $118,410 , respectively. Total stock-based compensation expense recognized on restricted stock, restricted stock units, stock options and employee stock purchase plan issuances during the nine months ended September 30, 2019 and 2018 was $498,071 and $468,042 , respectively. Stock-based compensation expense was recorded in the Company’s consolidated statement of operations as follows: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Cost of revenue $ 2,737 $ 3,786 $ 7,777 $ 14,510 Sales and marketing $ 6,187 $ 15,097 $ 18,121 $ 60,396 General and administrative $ 170,942 $ 99,527 $ 472,173 $ 393,136 Share Repurchase Program On July 1, 2019 , the Board authorized and approved a share repurchase program under which the Company may repurchase up to $3,500,000 of its common stock from time to time through December 31, 2020 , subject to market conditions. As of November 8, 2019 , the Company had not repurchased any shares of common stock under the share repurchase program. |
Loss Per Common Share (Notes)
Loss Per Common Share (Notes) | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | LOSS PER COMMON SHARE Basic earnings (loss) per common share is computed by dividing the net income or loss by the basic weighted-average number of shares of common stock outstanding during each period presented. Although restricted stock is issued upon the grant of an award, the Company excludes restricted stock from the computations of weighted-average number of shares of common stock outstanding until such time as the stock vests. Diluted loss per share is computed by dividing the net income or loss by the sum of the total of the basic weighted-average number of shares of common stock outstanding plus the additional dilutive securities that could be exercised or converted into common shares during each period presented less the amount of shares that could be repurchased using the proceeds from the exercises. Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Net loss $ (1,173,035 ) $ (1,332,829 ) $ (4,996,001 ) $ (5,025,704 ) Weighted average common shares outstanding - basic and diluted 32,421,043 10,365,750 22,506,929 7,351,827 Basic and diluted loss per common share $ (0.04 ) $ (0.13 ) $ (0.22 ) $ (0.68 ) The Company excluded the following weighted average items from the above computation of diluted loss per common share, as their effect would be anti-dilutive: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Stock options 1,300,905 1,048,135 1,167,205 1,040,940 Restricted stock units 360,059 — 231,602 — Warrants 17,500 480,658 93,030 503,413 Total excluded shares 1,678,464 1,528,793 1,491,837 1,544,353 |
Revenue (Notes)
Revenue (Notes) | 9 Months Ended |
Sep. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customer [Text Block] | REVENUE The Company has consistently applied its accounting policies with respect to revenue to all periods presented in the unaudited consolidated financial statements contained herein. The following table illustrates the Company’s revenue by product service type: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Managed Services Revenue $ 3,558,109 $ 4,859,434 $ 10,416,912 $ 12,660,949 Legacy Workflow Fees 44,170 48,409 135,791 164,994 Marketplace Spend Fees 266,037 378,768 955,328 388,492 License Fees 505,634 485,651 1,545,222 538,262 SaaS Services Revenue 815,841 912,828 2,636,341 1,091,748 Other Revenue 37,136 8,679 75,453 45,645 Total Revenue $ 4,411,086 $ 5,780,941 $ 13,128,706 $ 13,798,342 The following table provides the Company’s revenues as determined by the country of domicile: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 United States $ 4,097,443 $ 5,031,929 $ 11,873,948 $ 12,283,641 Canada 313,643 749,012 1,254,758 1,514,701 Total $ 4,411,086 $ 5,780,941 $ 13,128,706 $ 13,798,342 Contract Balances The following table provides information about receivables, contract assets and contract liabilities from contracts with customers. September 30, 2019 December 31, 2018 Accounts receivable, net $ 4,497,659 $ 7,071,815 Contract liabilities (unearned revenue) $ 5,440,367 $ 4,957,869 The Company does not typically engage in contracts that are longer than one year . Therefore, the Company did not recognize any contract assets as of September 30, 2019 or December 31, 2018 . The Company does not capitalize costs to obtain its customer contracts given their general duration of less than one year and the amounts are not material. Contract receivables are recognized when the receipt of consideration is unconditional. Contract liabilities relate to advance consideration received from customers under the terms of the Company’s contracts, which will be earned in future periods. As a practical expedient, the Company expenses the costs of sales commissions that are paid to its sales force associated with obtaining contracts less than one year in length in the period incurred. The Company typically enters into contracts that are one year or less in length. As such, the remaining performance obligations at September 30, 2019 and December 31, 2018 are equal to the contract liabilities disclosed above. The Company expects to recognize the full balance of the contract liabilities at September 30, 2019 within the next year. |
Company and Summary of Signif_2
Company and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Nature of Business [Policy Text Block] | Nature of Business IZEA Worldwide, Inc. (together with its wholly-owned subsidiaries, “we,” “us,” “our,” “IZEA” or the “Company”) is a public company incorporated in the state of Nevada. In January 2015, IZEA purchased all of the outstanding shares of capital stock of Ebyline, Inc. (“Ebyline”). In July 2016, IZEA purchased all the outstanding shares of capital stock of ZenContent, Inc. (“ZenContent”). The legal entity of ZenContent was dissolved in December 2017 after all assets and transactions were transferred to IZEA. In March 2016, the Company formed IZEA Canada, Inc., a wholly-owned subsidiary, incorporated in Ontario, Canada, to operate as a sales and support office for IZEA’s Canadian customers. On July 26, 2018, the Company merged with TapInfluence, Inc. (“TapInfluence”) pursuant to the terms of an Agreement and Plan of Merger dated as of July 11, 2018, and amended July 20, 2018. The Company creates and operates online marketplaces that connect marketers with content creators. The creators are compensated for producing and distributing unique content such as long and short form text, videos, photos, status updates, and illustrations for marketers or distributing such content on behalf of marketers through their personal websites, blogs, and social media channels. Marketers receive influential consumer content and engaging, shareable stories that drive awareness. The Company’s primary technology platform, The IZEA Exchange (“ IZEAx ”), enables transactions to be completed at scale through the management of custom content workflow, creator search and targeting, bidding, analytics, and payment processing. IZEAx is designed to provide a unified ecosystem that enables the creation and publication of multiple types of custom content through a creator’s personal websites, blogs, or social media channels including Twitter, Facebook, Instagram, and YouTube among others. In addition to IZEAx , the Company operates the Ebyline and TapInfluence technology platforms. The Ebyline platform was originally designed as a self-service content marketplace to replace editorial newsrooms in the news agencies with a “virtual newsroom” to handle their content workflow. The TapInfluence platform performs in a similar manner to IZEAx and is being utilized by the majority of its customers as a self-service platform via a licensing arrangement, allowing access to the platform and its creators for self-managed marketing campaigns. |
Change from Prior Periods [Policy Text Block] | Change from Prior Periods Subsequent to the July 2018 acquisition of TapInfluence, the Company maintained two operating segments based on its major revenue streams (Managed Services and SaaS Services), which was the result of TapInfluence having a significant amount of SaaS revenue, through June 30, 2019. In the year following the TapInfluence acquisition, the Company has been integrating TapInfluence to the IZEAx platform, and merged personnel and resources between the entities. Accordingly, the individual results of Managed Services and SaaS Services are not being reviewed for profitability on an individual basis . Due to these factors the Company determined that only one reportable operating segment exists. At the reporting unit level, the Company identified a triggering event due to the reduction of the Company’s market capitalization below the Company’s carrying value. The Company recognized a change in reporting units as a result of significant changes in personnel, reporting and operating structure which occurred throughout 2019. The Company completed an assessment of any potential impairment for all reporting units immediately prior to and after the reporting unit change and determined that no impairment existed. As such, no impairment charges were recognized for the nine months ended September 30, 2019. |
Unaudited Interim Financial Information [Policy Text Block] | Unaudited Interim Financial Information The accompanying consolidated balance sheet as of September 30, 2019 , the consolidated statements of operations for the three and nine months ended September 30, 2019 and 2018 , the consolidated statements of stockholders’ equity for the three and nine months ended September 30, 2019 and 2018 and the consolidated statements of cash flows for the nine months ended September 30, 2019 and 2018 are unaudited but include all adjustments that are, in the opinion of management, necessary for a fair presentation of its financial position at such dates and its results of operations and cash flows for the periods then ended in conformity with generally accepted accounting principles in the United States (“GAAP”). The consolidated balance sheet as of December 31, 2018 has been derived from the audited consolidated financial statements at that date but, in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”), does not include all of the information and notes required by GAAP for complete financial statements. Operating results for the three and nine months ended September 30, 2019 are not necessarily indicative of results that may be expected for the entire fiscal year. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the fiscal year ended December 31, 2018 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 28, 2019. |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The consolidated financial statements include the accounts of IZEA Worldwide, Inc. and its wholly-owned subsidiaries, subsequent to the subsidiaries’ individual acquisition, merger or formation dates, as applicable. All significant intercompany balances and transactions have been eliminated in consolidation. The consolidated financial statements were prepared using the acquisition method of accounting with IZEA considered the accounting acquirer of Ebyline, ZenContent and TapInfluence. Under the acquisition method of accounting, the purchase price is allocated to the underlying tangible and intangible assets acquired and liabilities assumed based on their respective fair market values with any excess purchase price allocated to goodwill. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less from the date of purchase to be cash equivalents. |
Receivable [Policy Text Block] | Accounts Receivable and Concentration of Credit Risk Accounts receivable are customer obligations due under normal trade terms. Management considers an account to be delinquent when the customer has not paid an amount due by its associated due date. Uncollectibility of accounts receivable is not significant since most customers are bound by contract and are required to fund the Company for all the costs of an “opportunity,” defined as an order created by a marketer for a creator to develop or share content on behalf of a marketer. If a portion of the account balance is deemed uncollectible, the Company will either write-off the amount owed or provide a reserve based on its best estimate of the uncollectible portion of the account. Management determines the collectibility of accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition, credit history and current economic conditions. The Company had a reserve of $120,060 and $278,190 , for doubtful accounts as of September 30, 2019 and December 31, 2018 , respectively. Management believes that this estimate is reasonable, but there can be no assurance that the estimate will not change as a result of a change in economic conditions or business conditions within the industry, the individual customers or the Company. Any adjustments to this account are reflected in the consolidated statements of operations as a general and administrative expense. Bad debt expense was less than 1% of revenue for both the three and nine months ended September 30, 2019 and 2018 . |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations of credit risk with respect to accounts receivable were typically limited because a large number of geographically diverse customers make up the Company’s customer base, thus spreading the trade credit risk. However, with the Company’s acquisition of TapInfluence, it has increased credit exposure on certain customers who carry significant credit balances related to their marketplace spend. The Company controls credit risk through credit approvals, credit limits and monitoring procedures. The Company performs credit evaluations of its customers, but generally does not require collateral to support accounts receivable. The Company had four customers that accounted for 32% of total gross accounts receivable at September 30, 2019 and two customers that accounted for 36% of total gross accounts receivable at December 31, 2018 . The Company had no customer that accounted for more than 10% of its revenue during the three months ended September 30, 2019 and 2018 . The Company had no customer that accounted for more than 10% of its revenue during the nine months ended September 30, 2019 and 2018 . |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment are recorded at cost, or if acquired in a business combination, at the acquisition date fair value. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the assets as follows: Computer Equipment 3 years Office Equipment 3 - 10 years Furniture and Fixtures 5 - 10 years Leasehold improvements are amortized over the shorter of the term of the lease or the estimated useful lives of the improvements. Expenditures for repairs and maintenance are charged to expense as incurred. Expenditures for betterments and major improvements are capitalized and depreciated over the remaining useful lives of the assets. The carrying amounts of assets sold or retired and the related accumulated depreciation are eliminated in the year of disposal, with resulting gains or losses included in general and administrative expense in the consolidated statements of operations. There were no material impairment charges associated with the Company’s long-lived tangible assets during the three and nine months ended September 30, 2019 and 2018 . |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill and Business Combinations Goodwill represents the excess of the purchase consideration of an acquired business over the fair value of the underlying net tangible and intangible assets. The Company has goodwill in connection with its acquisitions of Ebyline, ZenContent and TapInfluence. Goodwill is not amortized but instead it is tested for impairment at least annually. In the event that management determines that the value of goodwill has become impaired, the Company will record a charge for the amount of impairment during the fiscal quarter in which the determination is made. The Company performs its annual impairment tests of goodwill as of October 1 of each year, or more frequently, if certain indicators are present. Goodwill is required to be tested for impairment at the reporting unit level. A reporting unit is an operating segment or one level below the operating segment level, which is referred to as a component. Management identifies its reporting units by assessing whether components (i) have discrete financial information available; (ii) engage in business activities; and (iii) whether a segment manager regularly reviews the component’s operating results. Net assets and goodwill of acquired businesses are allocated to the reporting unit associated with the acquired business based on the anticipated organizational structure of the combined entities. If two or more components are deemed economically similar, those components are aggregated into one reporting unit when performing the annual goodwill impairment review. The Company has determined that it has one reporting unit as of September 30, 2019 . In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”) . To address concerns over the cost and complexity of the two-step goodwill impairment test, the new standard removes the requirement for the second step of the goodwill impairment test for certain entities. An entity may apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit's carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The Company adopted this method in the third quarter of 2019 and there were no changes to its financial statements as a result of the adoption. For the three and nine months ended September 30, 2019 and 2018 , there were no impairment charges related to goodwill. |
Intangible Assets, Finite-Lived, Policy [Policy Text Block] | Intangible Assets The Company acquired the majority of its intangible assets through its acquisitions of Ebyline, ZenContent and TapInfluence. The Company is amortizing the identifiable intangible assets over periods of 12 to 60 months. See Note 4. Intangible Assets for further details. Management reviews long-lived assets, including property and equipment, software development costs and other finite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset are compared with the asset’s carrying amount to determine if there has been an impairment, which is calculated as the difference between the fair value of an asset and its carrying value. Estimates of future undiscounted cash flows are based on expected growth rates for the business, anticipated future economic conditions and estimates of residual values. Fair values take into consideration management estimates of risk-adjusted discount rates, which are believed to be consistent with assumptions that marketplace participants would use in their estimates of fair value. For the three and nine months ended September 30, 2019 and 2018 , there were no impairment charges associated with the Company’s long-lived intangible assets. |
Software Development Costs, Policy [Policy Text Block] | Software Development Costs In accordance with Accounting Standards Codification (“ASC”) 350-40, Internal Use Software, the Company capitalizes certain internal use software development costs associated with creating and enhancing internally developed software related to its platforms. Software development activities generally consist of three stages (i) the research and planning stage, (ii) the application and development stage, and (iii) the post-implementation stage. Costs incurred in the research and planning stage and in the post-implementation stage of software development, or other maintenance and development expenses that do not meet the qualification for capitalization, are expensed as incurred. Costs incurred in the application and infrastructure development stage, including significant enhancements and upgrades, are capitalized. These costs include personnel and related employee benefits expenses for employees or consultants who are directly associated with and who devote time to software projects, and external direct costs of materials obtained in developing the software. These software development and acquired technology costs are amortized on a straight-line basis over the estimated useful life of five years upon initial release of the software or additional features. See Note 5. Software Development Costs for further details. |
Lessee, Leases [Policy Text Block] | Leases Effective January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) . As permitted under the standard, the Company elected the package of practical expedients which permit the Company to carryforward its prior conclusions about lease identification, lease classification and initial direct costs. Additionally, the Company adopted the practical expedient that allows comparative periods to be reported under the lease accounting guidance in effect at the time prior period financial statements were previously issued. Effectively, the Company elected to apply the guidance as of the adoption date whereas financial information for prior periods has not been updated, and the disclosures required under the new standard herein have not been provided for dates and periods before January 1, 2019. This ASU establishes a right-of-use model that requires a lessee to record a right-of-use asset and a right-of-use liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The Company has not recorded leases on the balance sheet that at the commencement date have a lease term of 12 months or less. As of its January 1, 2019 adoption of this standard, the Company had one material lease greater than 12 months in duration which is associated with its Corporate headquarters in Winter Park, Florida. The adoption of this standard resulted in the Company recording a right-of-use asset of $412,442 and an associated right-of-use liability of $400,977 . The right-of-use asset is being amortized to rent expense over the remaining term of the lease. The right-of-use liability was determined by discounting the Company’s remaining obligations under the lease using its average incremental borrowing rate and will be increased through the recording of interest expense and reduced by payments made under the lease. |
Revenue [Policy Text Block] | Revenue Recognition The Company generates revenue from five primary sources: (1) revenue from its managed services when a marketer (typically a brand, agency or partner) pays the Company to provide custom content, influencer marketing, amplification or other consulting services (“Managed Services”); (2) revenue from fees charged to self-service customers on their marketplace spend within the Company’s IZEAx and TapInfluence platforms (“Marketplace Spend Fees”); (3) revenue from fees charged to access the IZEAx, Ebyline, and TapInfluence platforms (“License Fees”); (4) revenue from transactions generated by the self-service use of the Company’s Ebyline platform for professional custom content workflow (“Legacy Workflow Fees”); and (5) revenue derived from other fees such as inactivity fees, early cash-out fees, and plan fees charged to users of the Company’s platforms (“Other”). The Company recognizes revenue in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, revenue is recognized based on a five-step model which are as follows: (i) identify the contract with the customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) performance obligations are satisfied. The core principle of ASC 606 is that revenue is recognized when the transfer of promised goods or services to customers is made in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company applies the five-step model to contracts when it is probable that it will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are distinct performance obligations. The Company also determines whether it acts as an agent or a principal for each identified performance obligation. The determination of whether the Company acts as the principal or the agent is highly subjective and requires the Company to evaluate a number of indicators individually and as a whole in order to make its determination . For transactions in which the Company acts as a principal, revenue is reported on a gross basis as the amount paid by the marketer for the purchase of content or sponsorship, promotion and other related services and the Company records the amounts it pays to third-party creators as cost of revenue. For transactions in which the Company acts as an agent, revenue is reported on a net basis as the amount the Company charged to the self-service marketer using the Company’s platforms, less the amounts paid to the third-party creators providing the service. The Company maintains separate arrangements with each marketer and content creator either in the form of a master agreement or terms of service, which specify the terms of the relationship and access to its platforms, or by statement of work, which specifies the price and the services to be performed, along with other terms. The transaction price is determined based on the fixed fee stated in the statement of work and does not contain variable consideration. Marketers who contract with the Company to manage their advertising campaigns or custom content requests may prepay for services or request credit terms. Payment terms are typically 30 days from the invoice date. The agreement typically provides for either a non-refundable deposit, or a cancellation fee if the agreement is canceled by the customer prior to completion of services. Billings in advance of completed services are recorded as a contract liability until earned. The Company assesses collectibility based on a number of factors, including the creditworthiness of the customer and payment and transaction history. The allocation of the transaction price to the performance obligations in the contract is based on a cost-plus methodology. Managed Services Revenue For Managed Services Revenue, the Company enters into an agreement to provide services that may include multiple distinct performance obligations in the form of: (i) an integrated marketing campaign to provide influencer marketing services, which may include the provision of blogs, tweets, photos or videos shared through social network offerings and content promotion, such as click-through advertisements appearing in websites and social media channels; and (ii) custom content items, such as a research or news article, informational material or videos. Marketers typically purchase influencer marketing services for the purpose of providing public awareness or advertising buzz regarding the marketer’s brand and they purchase custom content for internal and external use. The Company may provide one type or a combination of all types of these performance obligations on a statement of work for a lump sum fee. The Company allocates revenue to each performance obligation in the contract at inception based on its relative standalone selling price. These performance obligations are to be provided over a stated period that generally ranges from one day to one year. Revenue is accounted for when the performance obligation has been satisfied depending on the type of service provided. The Company views its obligation to deliver influencer marketing services, including management services, as a single performance obligation that is satisfied over time as the customer receives the benefits from the services. Revenue is recognized using an input method of costs incurred compared to total expected costs to measure the progress towards satisfying the overall performance obligation of the marketing campaign. The delivery of custom content represents a distinct performance obligation that is satisfied over time as the Company has no alternative for the custom content and the Company has an enforceable right to payment for performance completed to date under the contracts. The Company considers custom content to be a series of distinct services that are substantially the same and that have the same pattern of transfer to the customer, and revenue is recognized over time using an output method based on when each individual piece of content is delivered to the customer. Based on the Company’s evaluations, revenue from Managed Services is reported on a gross basis because the Company has the primary obligation to fulfill the performance obligations and it creates, reviews and controls the services. The Company takes on the risk of payment to any third-party creators and it establishes the contract price directly with its customers based on the services requested in the statement of work. Marketplace Spend Fees and Legacy Workflow Fees Revenue For Marketplace Spend Fees and Legacy Workflow Fees Revenue, the self-service customer instructs creators found through the Company’s platforms to provide and/or distribute custom content for an agreed upon transaction price. The Company’s platforms control the contracting, description of services, acceptance of and payment for the requested content. This service is used primarily by news agencies or marketers to control the outsourcing of their content and advertising needs. The Company charges the self-service customer the transaction price plus a fee based on the contract. Revenue is recognized when the transaction is completed by the creator and accepted by the marketer or verified as posted by the system. Based on the Company’s evaluations, this revenue is reported on a net basis since the Company is acting as an agent solely arranging for the third-party creator or influencer to provide the services directly to the self-service customer through the platform or by posting the requested content. License Fees Revenue License Fees Revenue is generated through the granting of limited, non-exclusive, non-transferable licenses to customers for the use of the IZEAx and TapInfluence technology platforms for an agreed-upon subscription period. Customers license the platforms to manage their own influencer marketing campaigns. Fees for subscription or licensing services are recognized straight-line over the term of the service. Other Revenue Other Revenue is generated when fees are charged to customers primarily related to monthly plan fees, inactivity fees, and early cash-out fees. Plan fees are recognized within the month they relate to, inactivity fees are recognized at a point in time when the account is deemed inactive, and early cash-out fees are recognized when a cash-out either below certain minimum thresholds or with accelerated timing is requested. The Company does not typically engage in contracts that are longer than one year. Therefore, the Company does not capitalize costs to obtain its customer contracts as these amounts generally would be recognized over a period of less than one year and are not material. |
Advertising Cost [Policy Text Block] | Advertising Costs Advertising costs are charged to expense as they are incurred, including payments to content creators to promote the Company. Advertising costs charged to operations for the three months ended September 30, 2019 and 2018 were $232,188 and $93,245 , respectively. For the nine months ended September 30, 2019 and 2018 , advertising costs were $459,543 and $411,575 , respectively. Advertising costs are included in sales and marketing expense in the accompanying consolidated statements of operations. |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company has not recorded federal income tax expense due to the generation of net operating losses. Deferred income taxes are accounted for using the balance sheet approach, which requires recognition of deferred tax assets and liabilities for the expected future consequences of temporary differences between the financial reporting basis and the tax basis of assets and liabilities. A valuation allowance is provided when it is more likely than not that a deferred tax asset will not be realized. The Company incurs minimal state franchise tax in three states, which is included in general and administrative expense in the consolidated statements of operations. The Company identifies and evaluates uncertain tax positions, if any, and recognizes the impact of uncertain tax positions for which there is a less than more-likely-than-not probability of the position being upheld when reviewed by the relevant taxing authority. Such positions are deemed to be unrecognized tax benefits and a corresponding liability is established on the balance sheet. The Company has not recognized a liability for uncertain tax positions. If there were an unrecognized tax benefit, the Company would recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. The Company’s tax years subject to examination by the Internal Revenue Service are 2016, 2017 and 2018. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments The Company’s financial instruments are recorded at fair value. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect certain market assumptions. There are three levels of inputs that may be used to measure fair value: • Level 1 – Valuation based on quoted market prices in active markets for identical assets and liabilities. • Level 2 – Valuation based on quoted market prices for similar assets and liabilities in active markets. • Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The Company does not have any Level 1 or 2 financial assets or liabilities. The Company’s Level 3 financial liabilities measured at fair value included its acquisition cost liability (see Note 2. Business Combinations) as of September 30, 2019 and December 31, 2018 and its right-of-use liability as of September 30, 2019 . The respective carrying values of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash and cash equivalents, accounts receivable, accounts payable, contract liabilities, and accrued expenses. |
Share-based Payment Arrangement [Policy Text Block] | Stock-Based Compensation Stock-based compensation cost related to stock options granted under the 2011 Equity Incentive Plan and the 2011 B Equity Incentive Plan (together, the “2011 Equity Incentive Plans”) (see Note 7. Stockholders’ Equity) is measured at the grant date, based on the fair value of the award, and is recognized as expense over the employee’s requisite service period on a straight-line basis. The Company estimates the fair value of each stock option award on the date of grant using a Black-Scholes option-pricing model that uses the assumptions noted in the table below. The Company uses the closing stock price of its common stock on the date of the grant as the associated fair value of its common stock. The Company estimates the volatility of its common stock at the date of grant based on the volatility of comparable peer companies that are publicly traded and have had a longer trading history than itself. The Company determines the expected life based on historical experience with similar awards, giving consideration to the contractual terms, vesting schedules and post-vesting forfeitures. The Company uses the risk-free interest rate on the implied yield currently available on U.S. Treasury issues with an equivalent remaining term approximately equal to the expected life of the award. The Company has never paid any cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future. The Company used the following assumptions for stock options granted under the 2011 Equity Incentive Plans during the three and nine months ended September 30, 2019 and 2018 : Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Expected term 6 years 6 years 6 years 6 years Weighted average volatility 106.80% 65.65% 85.03% 63.40% Weighted average risk free interest rate 1.48% 2.82% 1.92% 2.77% Expected dividends — — — — Weighted-average expected forfeiture rate 6.29% 8.23% 6.16% 10.01% The Company estimates forfeitures when recognizing compensation expense and this estimate of forfeitures is adjusted over the requisite service period based on the extent to which actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures are recognized through a cumulative catch-up adjustment, which is recognized in the period of change, and a revised amount of unamortized compensation expense to be recognized in future periods. The Company may issue shares of restricted stock or restricted stock units which vest over future periods. The value of shares issued to non-employees is required to be adjusted over the vesting period. See Note 7. Stockholders’ Equity for additional information related to these shares. |
Non-Employee Stock-Based Compensation [Policy Text Block] | Non-Employee Stock-Based Payments The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of ASC 505, “Equity-Based Payments to Non-Employees.” The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete. The fair value of equity instruments issued to consultants that vest immediately is expensed when issued. The fair value of equity instruments issued to consultants that have future vesting and are subject to forfeiture if performance does not occur is recognized as expense over the vesting period. Fair values for the unvested portion of issued instruments are adjusted each reporting period. The change in fair value is recorded in the accompanying consolidated statements of operations. Stock-based payments related to non-employees is accounted for based on the fair value of the related stock or the fair value of the services, whichever is more readily determinable. |
Derivative Financial Instruments [Policy Text Block] | Derivative Financial Instruments Derivative financial instruments are defined as financial instruments or other contracts that contain a notional amount and one or more underlying factors (e.g., interest rate, security price or other variable), require no initial net investment and permit net settlement. Derivative financial instruments may be free-standing or embedded in other financial instruments. Further, derivative financial instruments are initially, and subsequently, measured at fair value and recorded as liabilities or assets. The Company accounts for derivative instruments in accordance with ASC 815, Derivatives and Hedging (“ASC 815”), which requires additional disclosures about the Company’s objectives and strategies for using derivative instruments, how the derivative instruments and related hedged items are accounted for, and how the derivative instruments and related hedging items affect the financial statements. The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risk. Terms of equity instruments are reviewed to determine whether or not they contain embedded derivative instruments that are required under ASC 815 to be accounted for separately from the host contract, and recorded on the balance sheet at fair value. The fair value of derivative liabilities, if any, is required to be revalued at each reporting date, with corresponding changes in fair value recorded in current period operating results. Pursuant to ASC 815, an evaluation of specifically identified conditions is made to determine whether the fair value of warrants issued is required to be classified as equity or as a derivative liability. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Pronouncements Accounting Standards Not Yet Adopted Fair Value Measurements: In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”) . The new guidance amends the disclosure requirements for recurring and nonrecurring fair value measurements by removing, modifying, and adding certain disclosures on fair value measurements in ASC 820. The amendments on changes to the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The Company currently fair values the acquisition cost liability and right-of-use liability as a Level 3. The new guidance will be effective for the Company beginning January 1, 2020, with early adoption permitted. The Company does not plan to early adopt this ASU, and it is currently evaluating the expected impact of adopting ASU 2018-13 on its financial statements and disclosures. Collaborative Arrangements : In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808): Clarifying the interaction between Topic 808 and Topic 606 (“ASU 2018-18”). The guidance makes targeted improvements to GAAP for collaborative arrangements including: (i) clarifying that certain transactions between collaborative arrangement participants should be accounted for as revenue under ASC 606 when the collaborative arrangement participant is a customer in the context of a unit of account, (ii) adding unit-of-account guidance in ASC 808 to align with the guidance in ASC 606 (that is, a distinct good or service) when an entity is assessing whether the collaborative arrangement or a part of the arrangement is within the scope of ASC 606, and (iii) requiring that in a transaction with a collaborative arrangement participant that is not directly related to sales to third parties, presenting the transaction together with revenue recognized under ASC 606 is precluded if the collaborative arrangement participant is not a customer. The amendments in this update are effective for public entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. The amendments should be applied retrospectively to the date of initial application of ASC 606. An entity may elect to apply the amendments in this ASU retrospectively either to all contracts or only to contracts that are not completed at the date of initial application of ASC 606. An entity should disclose its election. An entity may elect to apply the practical expedient for contract modifications that is permitted for entities using the modified retrospective transition method in ASC 606. The Company does not expect the adoption of ASU 2018-18 to have a material impact on its financial statements and disclosures. Credit Losses : In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). ASU 2016-13 replaced the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires a consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 requires use of a forward-looking expected credit loss model for accounts receivables, loans, and other financial instruments. In May 2019, the FASB issued ASU 2019-05, which provides transition relief for entities adopting ASU 2016-13. For entities that have adopted ASU 2016-13, the amendments in ASU 2019-05 are effective for fiscal years beginning after December 15, 2019, including interim periods therein. An entity may early adopt the ASU in any interim period after its issuance if the entity has adopted ASU 2016-13. For all other entities, the effective date will be the same as the effective date of ASU 2016-13. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company is currently evaluating the expected impact of adopting ASU 2016-13 on its financial statements and disclosures. |
Company and Summary of Signif_3
Company and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule Of Estimated Useful Lives Of Property Plant And Equipment [Table Text Block] | Property and equipment are recorded at cost, or if acquired in a business combination, at the acquisition date fair value. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the assets as follows: Computer Equipment 3 years Office Equipment 3 - 10 years Furniture and Fixtures 5 - 10 years |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The Company used the following assumptions for stock options granted under the 2011 Equity Incentive Plans during the three and nine months ended September 30, 2019 and 2018 : Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Expected term 6 years 6 years 6 years 6 years Weighted average volatility 106.80% 65.65% 85.03% 63.40% Weighted average risk free interest rate 1.48% 2.82% 1.92% 2.77% Expected dividends — — — — Weighted-average expected forfeiture rate 6.29% 8.23% 6.16% 10.01% |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Business Acquisition [Line Items] | |
Business Acquisition, Pro Forma Information [Table Text Block] | The following unaudited pro forma summary presents consolidated information of the Company as if the business combination with TapInfluence had occurred on January 1, 2018: Pro Forma Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 Pro forma revenue $ 8,326,602 $ 16,344,003 Pro forma cost of revenue (2,773,608 ) (6,867,048 ) Pro forma gross profit $ 5,552,994 $ 9,476,955 Pro forma net loss prior to adjustments $ (2,684,646 ) $ (6,377,521 ) Pro forma adjustment to net loss: Difference in amortization of acquired identifiable intangible assets (77,506 ) (569,055 ) Acquisition-related expenses 114,833 114,833 Pro forma net loss combined $ (2,647,319 ) $ (6,831,743 ) |
TapInfluence, Inc. [Member] | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions by Acquisition, Contingent Consideration [Table Text Block] | The following table summarizes the purchase price and acquisition costs payable associated with this acquisition: Estimated Gross Purchase Consideration Estimated Initial Present and Fair Value Estimated Present and Fair Value of Acquisition Costs Payable Estimated Remaining Fair Value of Acquisition Costs Payable July 26, 2018 July 26, 2018 December 31, 2018 September 30, 2019 Cash paid at closing (a) $ 1,500,000 $ 1,500,000 $ — $ — Stock paid at closing (a) 1,759,500 1,759,500 — — Purchase price adjustment (b) (439,610 ) (555,026 ) (115,416 ) — First deferred purchase price installment (c) 1,000,000 970,576 995,097 — Second deferred purchase price installment (c) 3,500,000 3,271,028 3,366,433 — Total $ 7,319,890 $ 6,946,078 $ 4,246,114 $ — (a) The aggregate consideration paid at closing for the acquisition of TapInfluence consisted of a cash payment of $1,500,000 and the issuance of 1,150,000 shares of IZEA common stock valued at $1,759,500 , or $1.53 per share. (b) Per the terms of the Merger Agreement, the initial cash payment due at closing of $1,500,000 was to be adjusted as follows: reduced for seller transaction expenses and closing date indebtedness, increased by closing date cash and cash equivalents of TapInfluence, and reduced or increased by an estimated working capital amount. These adjustments resulted in a net reduction in the purchase price of $439,610 , which included a negative estimated working capital adjustment of $181,633 . (c) Aggregate post-acquisition date consideration consists of additional payments totaling $4,500,000 , less any remaining adjustment related to the final working capital adjustment calculation. The payments will be made in the form of cash, common stock or a combination thereof, at IZEA’s option. The first of these installments was paid in January 2019, and the second of the two installments was paid in July 2019. Following the closing, IZEA calculated the final working capital as of the closing date as a negative $297,049 , which was $115,416 lower than the original estimate of negative $181,633 . Therefore, the purchase price was reduced by an additional $115,416 , which was deducted from the six-month installment payment paid in January 2019. On January 26, 2019, the Company issued 660,136 shares of its common stock valued at $884,583 , or $1.34 per share, using a thirty (30) trading day volume-weighted average closing price (the “30-day VWAP”) as reported by the Nasdaq Capital Market prior to the issuance date. The Company recorded a $191,439 loss on the settlement of this acquisition cost payable as a result of the difference between the actual closing market price of the common stock of $1.63 on the settlement date and the 30 -day average price of the common stock of $1.34 required by the Merger Agreement. |
ZenContent [Member] | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions Consideration Payable [Table Text Block] | The following table summarizes the purchase price and acquisition costs payable associated with this acquisition: Estimated Gross Purchase Consideration Estimated Initial Present and Fair Value Estimated Present and Fair Value of Acquisition Costs Payable Estimated Remaining Fair Value of Acquisition Costs Payable July 31, 2016 July 31, 2016 December 31, 2018 September 30, 2019 Cash paid at closing (a) $ 400,000 $ 400,000 $ — $ — Stock paid at closing (a) 600,000 600,000 — — Guaranteed purchase price (b) 933,565 566,547 321,740 — Contingent performance payments (c) 2,500,000 230,000 43,639 44,805 Total $ 4,433,565 $ 1,796,547 $ 365,379 $ 44,805 (a) The aggregate consideration paid at closing for the acquisition of ZenContent consisted of a cash payment of $400,000 and the issuance of 86,207 shares of IZEA common stock valued at $600,000 . (b) Aggregate post-acquisition date consideration consists of (i) three equal annual installment payments totaling $1,000,000 , commencing 12 months following the closing, less a reduction of $66,435 due to a customary closing date working capital adjustment (“guaranteed purchase price”), and (ii) contingent performance payments up to an aggregate of $2,500,000 over the three consecutive 12-month periods following the closing. These payments are also subject to a downward adjustment up to 30% if ZenContent’s co-founder was terminated by IZEA for cause or if she terminated her employment without good reason. As a result, the Company initially reduced its acquisition cost liability by $300,000 to be accrued as compensation expense over the three-year term rather than allocated to the initial purchase price in accordance with ASC 805-10-55-25. The initial guaranteed purchase price consideration was discounted to present value using the Company’s borrowing rate of prime plus 2% ( 5.5% on July 31, 2016). On July 31, 2017, the Company paid $266,898 in cash for the first annual installment of $333,333 less $66,435 in working capital adjustments. On July 31, 2018, the Company paid the second annual installment, comprised of $111,112 in cash and $222,221 in stock using 98,765 shares of its common stock valued at $2.25 per share, using the 30-day VWAP as reported by the Nasdaq Capital Market prior to the issuance date. On July 31, 2019, the Company made the third and final annual installment payment under the ZenContent Stock Purchase Agreement, of 447,489 shares of our common stock valued at $222,223 or $0.4966 per share, using the 30-day VWAP as reported by the Nasdaq Capital Market prior to the issuance date. The Company recognized a gain of $41,259 on the settlement of this acquisition cost payable as a result of the difference between the actual closing price of the common stock of $0.4044 on the settlement date and the 30-day VWAP. (c) The contingent performance payments were subject to ZenContent achieving certain minimum revenue thresholds over 36 months . On July 31, 2016, the Company initially determined the fair value of the $2,500,000 contingent payments to be $230,000 . The fair value of the contingent performance payments was required to be revalued each quarter and was calculated using a Monte-Carlo simulation to simulate revenue over the future periods. Since the contingent consideration has an option like structure, a risk-neutral framework was considered appropriate for the valuation. The Company started with a risk-adjusted measure of forecasted revenue (using a risk-adjusted discount rate of 17% ) and assumed it would follow geometric Brownian motion to simulate the revenue at future dates. Once the initial revenue was estimated based off of projections, payout was calculated for each year and present valued to incorporate the credit risk associated with these payments. The Company’s fair value conclusion was based on the average payment from 250,000 simulation trials. The volatility used for the simulation was 45% . The interest rate used for the simulation was the Company’s current borrowing rate of prime plus 2% at the time of valuation. The Company revised its estimate of the contingent performance payments based on the fixed payments agreed upon in the July 2018 amendment to the ZenContent Stock Purchase Agreement. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment consists of the following: September 30, 2019 December 31, 2018 Furniture and fixtures $ 298,804 $ 293,777 Office equipment 86,884 77,194 Computer equipment 464,903 561,812 Leasehold improvements 338,018 338,018 Total 1,188,609 1,270,801 Less accumulated depreciation and amortization (956,177 ) (998,562 ) Property and equipment, net $ 232,432 $ 272,239 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Total identifiable intangible assets, other than Goodwill, from the Company’s acquisitions and other acquired assets net of accumulated amortization thereon consists of the following: September 30, 2019 December 31, 2018 Ebyline Intangible Assets $ 2,370,000 $ 2,370,000 ZenContent Intangible Assets 722,000 722,000 Domains 166,469 166,469 TapInfluence Intangible Assets 3,263,000 3,263,000 Total $ 6,521,469 $ 6,521,469 Less accumulated amortization (4,314,963 ) (3,371,520 ) Intangible assets, net $ 2,206,506 $ 3,149,949 The identifiable intangible assets, other than Goodwill, consists of the following assets: September 30, 2019 December 31, 2018 Useful Life (in years) Balance Accumulated Amortization Balance Accumulated Amortization Content provider networks $ 160,000 $ 160,000 $ 160,000 $ 160,000 2 Trade names 87,000 87,000 87,000 66,583 1 Developed technology 1,130,000 565,667 1,130,000 396,167 5 Self-service content customers 2,810,000 1,221,111 2,810,000 571,111 3 Managed content customers 2,140,000 2,140,000 2,140,000 2,071,945 3 Domains 166,469 124,852 166,469 99,881 5 Embedded non-compete provision 28,000 16,333 28,000 5,833 2 Total $ 6,521,469 $ 4,314,963 $ 6,521,469 $ 3,371,520 Software development costs consists of the following: September 30, 2019 December 31, 2018 Software development costs $ 2,815,878 $ 2,316,515 Less accumulated amortization (1,162,077 ) (887,911 ) Software development costs, net $ 1,653,801 $ 1,428,604 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | As of September 30, 2019 , future estimated amortization expense related to identifiable intangible assets is set forth in the following schedule: Amortization Expense Remainder of 2019 $ 284,990 2020 1,079,127 2021 652,389 2022 120,000 2023 70,000 Total $ 2,206,506 As of September 30, 2019 , future estimated amortization expense related to software development costs is set forth in the following schedule: Software Development Amortization Expense Remainder of 2019 $ 112,350 2020 444,517 2021 403,121 2022 333,796 2023 268,689 Thereafter 91,328 Total $ 1,653,801 |
Schedule of Goodwill [Table Text Block] | The Company’s goodwill balance changed as follows: Amount Balance on December 31, 2018 $ 8,316,722 Acquisitions, divestitures or other changes during 2019 — Balance on September 30, 2019 $ 8,316,722 |
Software Development Costs (Tab
Software Development Costs (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Research and Development [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Total identifiable intangible assets, other than Goodwill, from the Company’s acquisitions and other acquired assets net of accumulated amortization thereon consists of the following: September 30, 2019 December 31, 2018 Ebyline Intangible Assets $ 2,370,000 $ 2,370,000 ZenContent Intangible Assets 722,000 722,000 Domains 166,469 166,469 TapInfluence Intangible Assets 3,263,000 3,263,000 Total $ 6,521,469 $ 6,521,469 Less accumulated amortization (4,314,963 ) (3,371,520 ) Intangible assets, net $ 2,206,506 $ 3,149,949 The identifiable intangible assets, other than Goodwill, consists of the following assets: September 30, 2019 December 31, 2018 Useful Life (in years) Balance Accumulated Amortization Balance Accumulated Amortization Content provider networks $ 160,000 $ 160,000 $ 160,000 $ 160,000 2 Trade names 87,000 87,000 87,000 66,583 1 Developed technology 1,130,000 565,667 1,130,000 396,167 5 Self-service content customers 2,810,000 1,221,111 2,810,000 571,111 3 Managed content customers 2,140,000 2,140,000 2,140,000 2,071,945 3 Domains 166,469 124,852 166,469 99,881 5 Embedded non-compete provision 28,000 16,333 28,000 5,833 2 Total $ 6,521,469 $ 4,314,963 $ 6,521,469 $ 3,371,520 Software development costs consists of the following: September 30, 2019 December 31, 2018 Software development costs $ 2,815,878 $ 2,316,515 Less accumulated amortization (1,162,077 ) (887,911 ) Software development costs, net $ 1,653,801 $ 1,428,604 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | As of September 30, 2019 , future estimated amortization expense related to identifiable intangible assets is set forth in the following schedule: Amortization Expense Remainder of 2019 $ 284,990 2020 1,079,127 2021 652,389 2022 120,000 2023 70,000 Total $ 2,206,506 As of September 30, 2019 , future estimated amortization expense related to software development costs is set forth in the following schedule: Software Development Amortization Expense Remainder of 2019 $ 112,350 2020 444,517 2021 403,121 2022 333,796 2023 268,689 Thereafter 91,328 Total $ 1,653,801 |
Commitments and Contingencies -
Commitments and Contingencies - (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | A summary of future minimum lease payments as of September 30, 2019 related to our leased Winter Park, Florida office space, is as follows: Remainder of 2019 $ 85,137 2020 85,785 Total minimum lease payments $ 170,922 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Nonvested Restricted Stock Shares Activity [Table Text Block] | The following table contains summarized information about outstanding restricted stock for the nine months ended September 30, 2019 : Restricted Stock Common Shares Weighted-Average Weighted-Average Nonvested at December 31, 2018 57,984 $ 3.70 1.4 Granted 120,512 1.60 Vested (108,785 ) 2.21 Forfeited (2,500 ) 5.52 Nonvested at September 30, 2019 67,211 $ 2.19 1.2 |
Schedule of Nonvested Restricted Stock Units Activity [Table Text Block] | The following table contains summarized information about restricted stock units during the nine months ended September 30, 2019 : Restricted Stock Units Common Shares Weighted-Average Weighted-Average Nonvested at December 31, 2018 160,000 $ 1.04 1.0 Granted 390,437 0.41 Vested (104,707 ) 0.89 Forfeited (26,667 ) 1.03 Nonvested at September 30, 2019 419,063 $ 0.49 3.1 |
Share-based Payment Arrangement, Option, Activity [Table Text Block] | The following table shows the number of stock options granted under our 2011 Equity Incentive Plans and the assumptions used to determine the fair value of those options during the nine months ended September 30, 2019 and 2018: Period Ended Total Stock Options Granted Weighted-Average Exercise Price Weighted-Average Expected Term Weighted-Average Volatility Weighted-Average Risk-Free Interest Rate Weighted-Average September 30, 2019 583,552 $0.68 6 years 85.03% 1.92% $0.44 September 30, 2018 98,359 $1.71 6.0 years 63.40% 2.77% $0.96 A summary of stock option activity under the 2011 Equity Incentive Plans for the nine months ended September 30, 2019 is presented below: Stock Options Outstanding Common Shares Weighted-Average Exercise Price Weighted-Average Remaining Life (Years) Outstanding at December 31, 2018 1,040,477 $ 5.23 6.5 Granted 583,552 0.68 Expired (140,063 ) 7.72 Forfeited (80,047 ) 2.94 Outstanding at September 30, 2019 1,403,919 $ 3.22 7.39 |
Schedule of Share-based Compensation, Employee Stock Purchase Plan, Activity [Table Text Block] | Stock-based compensation expense was recorded in the Company’s consolidated statement of operations as follows: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Cost of revenue $ 2,737 $ 3,786 $ 7,777 $ 14,510 Sales and marketing $ 6,187 $ 15,097 $ 18,121 $ 60,396 General and administrative $ 170,942 $ 99,527 $ 472,173 $ 393,136 |
Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Nonvested Share Activity [Table Text Block] | A summary of the nonvested stock option activity under the 2011 Equity Incentive Plans for the nine months ended September 30, 2019 is presented below: Nonvested Stock Options Common Shares Weighted Average Grant Date Fair Value Weighted Average Remaining Years to Vest Nonvested at December 31, 2018 300,510 $ 0.80 2.4 Granted 583,552 0.44 Vested (85,456 ) 2.33 Forfeited or expired (57,012 ) 1.89 Nonvested at September 30, 2019 741,594 $ 0.91 3.2 |
Loss Per Common Share (Tables)
Loss Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Basic earnings (loss) per common share is computed by dividing the net income or loss by the basic weighted-average number of shares of common stock outstanding during each period presented. Although restricted stock is issued upon the grant of an award, the Company excludes restricted stock from the computations of weighted-average number of shares of common stock outstanding until such time as the stock vests. Diluted loss per share is computed by dividing the net income or loss by the sum of the total of the basic weighted-average number of shares of common stock outstanding plus the additional dilutive securities that could be exercised or converted into common shares during each period presented less the amount of shares that could be repurchased using the proceeds from the exercises. Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Net loss $ (1,173,035 ) $ (1,332,829 ) $ (4,996,001 ) $ (5,025,704 ) Weighted average common shares outstanding - basic and diluted 32,421,043 10,365,750 22,506,929 7,351,827 Basic and diluted loss per common share $ (0.04 ) $ (0.13 ) $ (0.22 ) $ (0.68 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | The Company excluded the following weighted average items from the above computation of diluted loss per common share, as their effect would be anti-dilutive: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Stock options 1,300,905 1,048,135 1,167,205 1,040,940 Restricted stock units 360,059 — 231,602 — Warrants 17,500 480,658 93,030 503,413 Total excluded shares 1,678,464 1,528,793 1,491,837 1,544,353 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue [Table Text Block] | The following table illustrates the Company’s revenue by product service type: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Managed Services Revenue $ 3,558,109 $ 4,859,434 $ 10,416,912 $ 12,660,949 Legacy Workflow Fees 44,170 48,409 135,791 164,994 Marketplace Spend Fees 266,037 378,768 955,328 388,492 License Fees 505,634 485,651 1,545,222 538,262 SaaS Services Revenue 815,841 912,828 2,636,341 1,091,748 Other Revenue 37,136 8,679 75,453 45,645 Total Revenue $ 4,411,086 $ 5,780,941 $ 13,128,706 $ 13,798,342 The following table provides the Company’s revenues as determined by the country of domicile: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 United States $ 4,097,443 $ 5,031,929 $ 11,873,948 $ 12,283,641 Canada 313,643 749,012 1,254,758 1,514,701 Total $ 4,411,086 $ 5,780,941 $ 13,128,706 $ 13,798,342 |
Contract with Customer, Asset and Liability [Table Text Block] | The following table provides information about receivables, contract assets and contract liabilities from contracts with customers. September 30, 2019 December 31, 2018 Accounts receivable, net $ 4,497,659 $ 7,071,815 Contract liabilities (unearned revenue) $ 5,440,367 $ 4,957,869 |
Company and Summary of Signif_4
Company and Summary of Significant Accounting Policies - Change in Prior Periods (Details Textual) - Reportable_Operating_Segment | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Accounting Policies [Abstract] | ||
Segment Reporting, Additional Information about Entity's Reportable Segments | Subsequent to the July 2018 acquisition of TapInfluence, the Company maintained two operating segments based on its major revenue streams (Managed Services and SaaS Services), which was the result of TapInfluence having a significant amount of SaaS revenue, through June 30, 2019. In the year following the TapInfluence acquisition, the Company has been integrating TapInfluence to the IZEAx platform, and merged personnel and resources between the entities. Accordingly, the individual results of Managed Services and SaaS Services are not being reviewed for profitability on an individual basis | |
Number of Reportable Segments | 1 |
Company and Summary of Signif_5
Company and Summary of Significant Accounting Policies - Accounts Receivable and Concentration of Credit Risk (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Concentration Risk [Line Items] | |||||
Allowance for doubtful accounts receivable | $ 120,060 | $ 120,060 | $ 278,190 | ||
Bad debt expense percentage of revenues (percentage) | 1.00% | 1.00% | 1.00% | 1.00% | |
Accounts Receivable [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, customer | four | 2 | |||
Revenue, major customer (percentage) | 32.00% | 36.00% | |||
Revenue from Contract with Customer Benchmark [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, customer | 0 | 0 |
Company and Summary of Signif_6
Company and Summary of Significant Accounting Policies - Property and Equipment (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Significant Accounting Policies [Line Items] | ||||
Impairment charges | $ 0 | $ 0 | $ 0 | |
Computer Equipment [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Property, plant and equipment, useful life (in years) | 3 years | |||
Office Equipment [Member] | Minimum [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Property, plant and equipment, useful life (in years) | 3 years | |||
Office Equipment [Member] | Maximum [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Property, plant and equipment, useful life (in years) | 10 years | |||
Furniture and Fixtures [Member] | Minimum [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Property, plant and equipment, useful life (in years) | 5 years | |||
Furniture and Fixtures [Member] | Maximum [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Property, plant and equipment, useful life (in years) | 10 years |
Company and Summary of Signif_7
Company and Summary of Significant Accounting Policies - Goodwill and Business Combinations (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)operating_units | Sep. 30, 2018USD ($) | |
Accounting Policies [Abstract] | ||||
Number of reporting units | operating_units | 1 | |||
Goodwill impairment loss | $ | $ 0 | $ 0 | $ 0 | $ 0 |
Company and Summary of Signif_8
Company and Summary of Significant Accounting Policies - Intangible Assets (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Impairment charges | $ 0 | $ 0 | $ 0 | |
Minimum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful life (in years) | 12 months | |||
Maximum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful life (in years) | 60 months |
Company and Summary of Signif_9
Company and Summary of Significant Accounting Policies - Software Development Costs (Details Textual) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Amortization period of software development costs (in years) | 5 years |
Company and Summary of Signi_10
Company and Summary of Significant Accounting Policies - Leases (Details) | 9 Months Ended | |
Sep. 30, 2019leases | Jan. 01, 2019USD ($) | |
Accounting Policies [Abstract] | ||
Lease term | 12 months | |
Number of material leases | leases | 1 | |
Finance and operating lease, right-of-use asset | $ 412,442 | |
Finance and operating leases, right-of-use liability | $ 400,977 |
Company and Summary of Signi_11
Company and Summary of Significant Accounting Policies - Revenue Recognition (Details) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Invoice payment terms | 30 days |
Contract assets and contract liabilities length of agreement with customers | 1 year |
Company and Summary of Signi_12
Company and Summary of Significant Accounting Policies - Advertising Costs (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Selling and Marketing Expense [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Advertising costs | $ 232,188 | $ 93,245 | $ 459,543 | $ 411,575 |
Company and Summary of Signi_13
Company and Summary of Significant Accounting Policies - Stock-Based Compensation (Details) - Equity Incentive 2011 Plan [Member] | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Significant Accounting Policies [Line Items] | ||||
Expected term (in years) | 6 years | 6 years | 6 years | 6 years |
Weighted average volatility (percentage) | 106.80% | 65.65% | 85.03% | 63.40% |
Weighted average risk free interest rate (percentage) | 1.48% | 2.82% | 1.92% | 2.77% |
Expected dividends | 0.00% | 0.00% | 0.00% | 0.00% |
Weighted-average expected forfeiture rate (percentage) | 6.29% | 8.23% | 6.16% | 10.01% |
Business Combinations - Tapinfl
Business Combinations - Tapinfluence, Inc. (Details Textual) - USD ($) | Jul. 26, 2019 | Jan. 26, 2019 | Jul. 26, 2018 | Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Jan. 31, 2019 |
Business Acquisition [Line Items] | |||||||
Business acquisition share price | $ 1.34 | ||||||
Gain on settlement of acquisitions payable | $ 602,411 | $ 84,938 | |||||
TapInfluence, Inc. [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Original working capital estimate | $ 181,633 | ||||||
Business combination, contingent consideration, liability reduction | $ 115,416 | ||||||
Business acquisition share price | $ 1.34 | $ 1.53 | |||||
Business combination, consideration transferred, shares of stock paid on final installment payments | 6,908,251 | ||||||
Loss on settlement of acquisition payments | $ 191,439 | ||||||
Business acquisition, equity interest issued or issuable, number of shares | 660,136 | 1,150,000 | |||||
Business combination, consideration transferred, equity interests issued and issuable | $ 884,583 | ||||||
Business combination, contingent consideration, liability | $ 4,500,000 | ||||||
Business combination, pro forma information, revenue of acquiree since acquisition date, actual | $ 438,246 | $ 1,778,643 | |||||
Actual closing market price of common stock on settlement date | $ 0.3977 | $ 1.63 | |||||
Average price of stock, number of days | 30 days | ||||||
Calculated working capital adjustment at closing | $ 297,049 | ||||||
Adjustment to original working capital amount estimate | $ 115,416 | ||||||
Business combination, consideration transferred, price per share of stock issued as final installment payment | $ 0.50664 | ||||||
Gain on settlement of acquisitions payable | $ 752,591 | ||||||
Business combination, consideration transferred, value of stock paid on final installment payments | $ 3,500,000 |
Business Combinations - Purchas
Business Combinations - Purchase Price and Acquisition Costs Payable Tapinfluence, Inc. (Details) - TapInfluence, Inc. [Member] - USD ($) | Jan. 26, 2019 | Jul. 26, 2018 | Sep. 30, 2019 | Dec. 31, 2018 | |
Business Acquisition [Line Items] | |||||
Business combination, consideration transferred, equity interests issued and issuable | $ 884,583 | ||||
Business combination, contingent consideration, liability | $ 4,500,000 | ||||
Estimated Gross Purchase Consideration [Member] | |||||
Business Acquisition [Line Items] | |||||
Total estimated consideration | [1] | 1,500,000 | |||
Business combination, consideration transferred, equity interests issued and issuable | [1] | 1,759,500 | |||
Business combination, provisional information, initial accounting incomplete, adjustment, consideration transferred | [2] | (439,610) | |||
Business combination, contingent consideration, liability | 7,319,890 | ||||
Estimated Initial Present and Fair Value [Member] | |||||
Business Acquisition [Line Items] | |||||
Total estimated consideration | [1] | 1,500,000 | |||
Business combination, consideration transferred, equity interests issued and issuable | [1] | 1,759,500 | |||
Business combination, provisional information, initial accounting incomplete, adjustment, consideration transferred | [2] | (555,026) | |||
Business combination, contingent consideration, liability | 6,946,078 | ||||
Estimated and Remaining Present and Fair Value [Member] | |||||
Business Acquisition [Line Items] | |||||
Total estimated consideration | [1] | $ 0 | |||
Business combination, consideration transferred, equity interests issued and issuable | [1] | 0 | |||
Business combination, provisional information, initial accounting incomplete, adjustment, consideration transferred | [2] | (115,416) | |||
Business combination, contingent consideration, liability | $ 0 | 4,246,114 | |||
First deferred purchase price installment | Estimated Gross Purchase Consideration [Member] | |||||
Business Acquisition [Line Items] | |||||
Business combination, consideration transferred, liabilities incurred, installment payments | [3] | 1,000,000 | |||
First deferred purchase price installment | Estimated Initial Present and Fair Value [Member] | |||||
Business Acquisition [Line Items] | |||||
Business combination, consideration transferred, liabilities incurred, installment payments | [3] | 970,576 | |||
First deferred purchase price installment | Estimated and Remaining Present and Fair Value [Member] | |||||
Business Acquisition [Line Items] | |||||
Business combination, consideration transferred, liabilities incurred, installment payments | [3] | 995,097 | |||
Second deferred purchase price installment | Estimated Gross Purchase Consideration [Member] | |||||
Business Acquisition [Line Items] | |||||
Business combination, consideration transferred, liabilities incurred, installment payments | [3] | 3,500,000 | |||
Second deferred purchase price installment | Estimated Initial Present and Fair Value [Member] | |||||
Business Acquisition [Line Items] | |||||
Business combination, consideration transferred, liabilities incurred, installment payments | [3] | $ 3,271,028 | |||
Second deferred purchase price installment | Estimated and Remaining Present and Fair Value [Member] | |||||
Business Acquisition [Line Items] | |||||
Business combination, consideration transferred, liabilities incurred, installment payments | [3] | $ 0 | $ 3,366,433 | ||
[1] | (a) The aggregate consideration paid at closing for the acquisition of TapInfluence consisted of a cash payment of $1,500,000 and the issuance of 1,150,000 shares of IZEA common stock valued at $1,759,500, or $1.53 per share. | ||||
[2] | (b) Per the terms of the Merger Agreement, the initial cash payment due at closing of $1,500,000 was to be adjusted as follows: reduced for seller transaction expenses and closing date indebtedness, increased by closing date cash and cash equivalents of TapInfluence, and reduced or increased by an estimated working capital amount. These adjustments resulted in a net reduction in the purchase price of $439,610, which included a negative estimated working capital adjustment of $181,633. | ||||
[3] | (c) Aggregate post-acquisition date consideration consists of additional payments totaling $4,500,000, less any remaining adjustment related to the final working capital adjustment calculation. The payments will be made in the form of cash, common stock or a combination thereof, at IZEA’s option. The first of these installments was paid in January 2019, and the second of the two installments was paid in July 2019. Following the closing, IZEA calculated the final working capital as of the closing date as a negative $297,049, which was $115,416 lower than the original estimate of negative $181,633. Therefore, the purchase price was reduced by an additional $115,416, which was deducted from the six-month installment payment paid in January 2019. On January 26, 2019, the Company issued 660,136 shares of its common stock valued at $884,583, or $1.34 per share, using a thirty (30) trading day volume-weighted average closing price (the “30-day VWAP”) as reported by the Nasdaq Capital Market prior to the issuance date. The Company recorded a $191,439 loss on the settlement of this acquisition cost payable as a result of the difference between the actual closing market price of the common stock of $1.63 on the settlement date and the 30-day average price of the common stock of $1.34 required by the Merger Agreement. |
Business Combinations - Proform
Business Combinations - Proforma Schedule Tapinfluence, Inc. (Details) - TapInfluence, Inc. [Member] - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2018 | Sep. 30, 2018 | |
Business Acquisition [Line Items] | ||
Pro forma revenue | $ 8,326,602 | $ 16,344,003 |
Pro forma cost of revenue | (2,773,608) | (6,867,048) |
Pro forma gross profit | 5,552,994 | 9,476,955 |
Pro forma net loss prior to adjustments | (2,684,646) | (6,377,521) |
Pro forma adjustment to net loss: [Abstract] | ||
Difference in amortization of acquired identifiable intangible assets | (77,506) | (569,055) |
Pro forma net loss combined | $ (2,647,319) | $ (6,831,743) |
Business Combinations - ZenCont
Business Combinations - ZenContent (Detail Textual) - USD ($) | Nov. 01, 2019 | Jul. 31, 2019 | Nov. 01, 2018 | Jul. 31, 2017 | Jul. 31, 2016 | Jul. 31, 2016 | Sep. 30, 2019 | Sep. 30, 2018 | Jul. 31, 2017 | Jan. 26, 2019 | Jul. 17, 2018 | |
Business Acquisition [Line Items] | ||||||||||||
Business acquisition equity interest issued or issuable, value assigned | $ 884,583 | |||||||||||
Gain on settlement of acquisitions payable | $ 602,411 | $ 84,938 | ||||||||||
ZenContent [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Total estimated consideration | $ 400,000 | |||||||||||
Business acquisition, equity interest issued or issuable, number of shares | 86,207 | |||||||||||
Business acquisition equity interest issued or issuable, value assigned | $ 600,000 | $ 600,000 | ||||||||||
Business combination, contingent consideration, liability | $ 1,000,000 | $ 1,000,000 | $ 90,000 | |||||||||
Business combination , percentage of contingent liability paid in installments | 33.00% | |||||||||||
Business combination, contingent consideration arrangement, target revenue rate of reduction | 30.00% | |||||||||||
Payment for contingent consideration liability, investing activities | $ 45,000 | |||||||||||
Stock issued for payment of acquisition liability (shares) | 447,489 | |||||||||||
Business combination, contingent consideration arrangements, description | three equal annual installment payments totaling $1,000,000 | |||||||||||
Business combination guarantee fee reduction amount | 300,000 | |||||||||||
Guarantee purchase price basis spread on variable rate | 2.00% | |||||||||||
Investment interest rate | 5.50% | |||||||||||
Business combination, consideration transferred, liabilities incurred, installment payments | $ 111,112 | |||||||||||
Business combination, consideration transferred, value of stock paid on second installment payments | $ 222,221 | |||||||||||
Business combination, consideration transferred, shares, stock paid on second installment payments | 98,765 | |||||||||||
Business combination, consideration transferred, price per share on stock paid on second installment payments | $ 2.25 | |||||||||||
Business combination, consideration transferred, shares of stock paid on final installment payments | 447,489 | |||||||||||
Business combination, consideration transferred, value of stock paid on final installment payments | $ 222,223 | |||||||||||
Business combination, consideration transferred, price per share of stock issued as final installment payment | $ 0.4966 | |||||||||||
Gain on settlement of acquisitions payable | $ 41,259 | |||||||||||
Actual closing market price of common stock on settlement date | $ 0.4044 | |||||||||||
Number of months to maintain minimum revenue thresholds | 36 months | |||||||||||
Fair value assumptions, risk adjusted discount | 17.00% | |||||||||||
Number of simulation trials | 250,000 | |||||||||||
Simulation volatility rate | 45.00% | |||||||||||
Subsequent Event [Member] | ZenContent [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Payment for contingent consideration liability, investing activities | $ 45,000 | |||||||||||
Maximum [Member] | ZenContent [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Total estimated consideration | $ 4,500,000 | |||||||||||
Business combination, contingent consideration, liability | 2,500,000 | $ 2,500,000 | ||||||||||
Estimated Gross Purchase Consideration [Member] | ZenContent [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Payments to acquire businesses, gross | [1] | 400,000 | ||||||||||
Total estimated consideration | $ 4,433,565 | |||||||||||
Stock issued for payment of acquisition liability (shares) | 86,207 | |||||||||||
Business combination, consideration transferred, equity interests issued and issuable | [1] | $ 600,000 | ||||||||||
Contingent performance payments | [2] | 2,500,000 | ||||||||||
Initial Present Value [Member] | ZenContent [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Payments to acquire businesses, gross | [1] | 400,000 | ||||||||||
Total estimated consideration | 1,796,547 | |||||||||||
Business combination, consideration transferred, equity interests issued and issuable | [1] | 600,000 | ||||||||||
Contingent performance payments | [2] | $ 230,000 | ||||||||||
Working Capital Adjustment [Member] | ZenContent [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business combination, provisional information, initial accounting incomplete, adjustment, consideration transferred | $ 66,435 | |||||||||||
First Installment Payment [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Total estimated consideration | 266,898 | |||||||||||
Business combination, contingent consideration, liability | 333,333 | $ 333,333 | ||||||||||
Working capital adjustment | $ 66,435 | $ 66,435 | ||||||||||
[1] | The aggregate consideration paid at closing for the acquisition of ZenContent consisted of a cash payment of $400,000 and the issuance of 86,207 shares of IZEA common stock valued at $600,000. | |||||||||||
[2] | The contingent performance payments were subject to ZenContent achieving certain minimum revenue thresholds over 36 months. On July 31, 2016, the Company initially determined the fair value of the $2,500,000 contingent payments to be $230,000. The fair value of the contingent performance payments was required to be revalued each quarter and was calculated using a Monte-Carlo simulation to simulate revenue over the future periods. Since the contingent consideration has an option like structure, a risk-neutral framework was considered appropriate for the valuation. The Company started with a risk-adjusted measure of forecasted revenue (using a risk-adjusted discount rate of 17%) and assumed it would follow geometric Brownian motion to simulate the revenue at future dates. Once the initial revenue was estimated based off of projections, payout was calculated for each year and present valued to incorporate the credit risk associated with these payments. The Company’s fair value conclusion was based on the average payment from 250,000 simulation trials. The volatility used for the simulation was 45%. The interest rate used for the simulation was the Company’s current borrowing rate of prime plus 2% at the time of valuation. The Company revised its estimate of the contingent performance payments based on the fixed payments agreed upon in the July 2018 amendment to the ZenContent Stock Purchase Agreement. |
Business Combinations - Purch_2
Business Combinations - Purchase Price and Acquisition Costs Payable - ZenContent (Details) - ZenContent [Member] - USD ($) | Jul. 31, 2016 | Sep. 30, 2019 | Dec. 31, 2018 | |
Business Acquisition [Line Items] | ||||
Total estimated consideration | $ 400,000 | |||
Estimated Gross Purchase Consideration [Member] | ||||
Business Acquisition [Line Items] | ||||
Payments to acquire businesses, gross | [1] | 400,000 | ||
Business combination, consideration transferred, equity interests issued and issuable | [1] | 600,000 | ||
Guaranteed purchase price | [2] | 933,565 | ||
Contingent performance payments | [3] | 2,500,000 | ||
Total estimated consideration | 4,433,565 | |||
Initial Present Value [Member] | ||||
Business Acquisition [Line Items] | ||||
Payments to acquire businesses, gross | [1] | 400,000 | ||
Business combination, consideration transferred, equity interests issued and issuable | [1] | 600,000 | ||
Guaranteed purchase price | [2] | 566,547 | ||
Contingent performance payments | [3] | 230,000 | ||
Total estimated consideration | $ 1,796,547 | |||
Remaining Present and Fair Value [Member] | ||||
Business Acquisition [Line Items] | ||||
Payments to acquire businesses, gross | [1] | $ 0 | $ 0 | |
Business combination, consideration transferred, equity interests issued and issuable | [1] | 0 | 0 | |
Guaranteed purchase price | [2] | 0 | 321,740 | |
Contingent performance payments | [3] | 44,805 | 43,639 | |
Total estimated consideration | $ 44,805 | $ 365,379 | ||
[1] | The aggregate consideration paid at closing for the acquisition of ZenContent consisted of a cash payment of $400,000 and the issuance of 86,207 shares of IZEA common stock valued at $600,000. | |||
[2] | Aggregate post-acquisition date consideration consists of (i) three equal annual installment payments totaling $1,000,000, commencing 12 months following the closing, less a reduction of $66,435 due to a customary closing date working capital adjustment (“guaranteed purchase price”), and (ii) contingent performance payments up to an aggregate of $2,500,000 over the three consecutive 12-month periods following the closing. These payments are also subject to a downward adjustment up to 30% if ZenContent’s co-founder was terminated by IZEA for cause or if she terminated her employment without good reason. As a result, the Company initially reduced its acquisition cost liability by $300,000 to be accrued as compensation expense over the three-year term rather than allocated to the initial purchase price in accordance with ASC 805-10-55-25. The initial guaranteed purchase price consideration was discounted to present value using the Company’s borrowing rate of prime plus 2% (5.5% on July 31, 2016). On July 31, 2017, the Company paid $266,898 in cash for the first annual installment of $333,333 less $66,435 in working capital adjustments. On July 31, 2018, the Company paid the second annual installment, comprised of $111,112 in cash and $222,221 in stock using 98,765 shares of its common stock valued at $2.25 per share, using the 30-day VWAP as reported by the Nasdaq Capital Market prior to the issuance date. On July 31, 2019, the Company made the third and final annual installment payment under the ZenContent Stock Purchase Agreement, of 447,489 shares of our common stock valued at $222,223 or $0.4966 per share, using the 30-day VWAP as reported by the Nasdaq Capital Market prior to the issuance date. The Company recognized a gain of $41,259 on the settlement of this acquisition cost payable as a result of the difference between the actual closing price of the common stock of $0.4044 on the settlement date and the 30-day VWAP. | |||
[3] | The contingent performance payments were subject to ZenContent achieving certain minimum revenue thresholds over 36 months. On July 31, 2016, the Company initially determined the fair value of the $2,500,000 contingent payments to be $230,000. The fair value of the contingent performance payments was required to be revalued each quarter and was calculated using a Monte-Carlo simulation to simulate revenue over the future periods. Since the contingent consideration has an option like structure, a risk-neutral framework was considered appropriate for the valuation. The Company started with a risk-adjusted measure of forecasted revenue (using a risk-adjusted discount rate of 17%) and assumed it would follow geometric Brownian motion to simulate the revenue at future dates. Once the initial revenue was estimated based off of projections, payout was calculated for each year and present valued to incorporate the credit risk associated with these payments. The Company’s fair value conclusion was based on the average payment from 250,000 simulation trials. The volatility used for the simulation was 45%. The interest rate used for the simulation was the Company’s current borrowing rate of prime plus 2% at the time of valuation. The Company revised its estimate of the contingent performance payments based on the fixed payments agreed upon in the July 2018 amendment to the ZenContent Stock Purchase Agreement. |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |||||
Property and equipment gross | $ 1,188,609 | $ 1,188,609 | $ 1,270,801 | ||
Less accumulated depreciation and amortization | (956,177) | (956,177) | (998,562) | ||
Property and equipment, net | 232,432 | 232,432 | 272,239 | ||
Furniture and Fixtures [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment gross | 298,804 | 298,804 | 293,777 | ||
Office Equipment [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment gross | 86,884 | 86,884 | 77,194 | ||
Computer Equipment [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment gross | 464,903 | 464,903 | 561,812 | ||
Leasehold Improvements [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment gross | 338,018 | 338,018 | $ 338,018 | ||
Depreciation and Amortization Expense [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Depreciation | $ 25,391 | $ 55,034 | $ 99,814 | $ 167,900 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Identifiable Intangible Assets (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 6,521,469 | $ 6,521,469 |
Less accumulated amortization | (4,314,963) | (3,371,520) |
Content Provider Network [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 160,000 | 160,000 |
Less accumulated amortization | $ (160,000) | (160,000) |
Useful life (in years) | 2 years | |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 87,000 | 87,000 |
Less accumulated amortization | $ (87,000) | (66,583) |
Useful life (in years) | 1 year | |
Developed Technology Rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 1,130,000 | 1,130,000 |
Less accumulated amortization | $ (565,667) | (396,167) |
Useful life (in years) | 5 years | |
Self-service Content Customers [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 2,810,000 | 2,810,000 |
Less accumulated amortization | $ (1,221,111) | (571,111) |
Useful life (in years) | 3 years | |
Managed Content Customers [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 2,140,000 | 2,140,000 |
Less accumulated amortization | $ (2,140,000) | (2,071,945) |
Useful life (in years) | 3 years | |
Domains [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 166,469 | 166,469 |
Less accumulated amortization | $ (124,852) | (99,881) |
Useful life (in years) | 5 years | |
Embedded Non-Compete Provision [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 28,000 | 28,000 |
Less accumulated amortization | $ (16,333) | $ (5,833) |
Useful life (in years) | 2 years |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Other Acquired Assets (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 6,521,469 | $ 6,521,469 |
Less accumulated amortization | (4,314,963) | (3,371,520) |
Intangible assets, net | 2,206,506 | 3,149,949 |
Domains [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | 166,469 | 166,469 |
Less accumulated amortization | (124,852) | (99,881) |
Ebyline, Inc. [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | 2,370,000 | 2,370,000 |
ZenContent [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | 722,000 | 722,000 |
TapInfluence, Inc. [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 3,263,000 | $ 3,263,000 |
Intangible Assets - (Details Te
Intangible Assets - (Details Textuals) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Acquired finite-lived intangible assets, weighted average useful life (years) | 3 years | |||
Amortization of intangible assets | $ 297,629 | $ 242,018 | $ 1,217,609 | $ 678,920 |
Cost of Acquired Technology [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $ 79,500 | $ 79,500 | 26,500 | 26,500 |
Depreciation and Amortization Expense [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $ 943,443 | $ 458,054 |
Intangible Assets - Schedule _3
Intangible Assets - Schedule of Future Estimated Amortization Expense for Identifiable Intangible Assets (Details) | Sep. 30, 2019USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Finite-lived intangible assets, remainder of 2019 | $ 284,990 |
Finite-lived intangible assets, 2020 | 1,079,127 |
Finite-lived intangible assets, 2021 | 652,389 |
Finite-lived intangible assets, 2022 | 120,000 |
Finite-lived intangible assets, Thereafter | 70,000 |
Finite-lived intangible assets, Total | $ 2,206,506 |
Intangible Assets - Goodwill Ba
Intangible Assets - Goodwill Balance (Details) | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill, balance on December 31, 2018 | $ 8,316,722 |
Goodwill, acquisitions, divestitures or other changes during 2019 | 0 |
Goodwill, balance on September 30, 2019 | $ 8,316,722 |
Software Development Costs - Sc
Software Development Costs - Schedule of Software Development Cost (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Research and Development [Abstract] | ||
Software development costs | $ 2,815,878 | $ 2,316,515 |
Less accumulated amortization | (1,162,077) | (887,911) |
Software development costs, net | $ 1,653,801 | $ 1,428,604 |
Software Development Costs - _2
Software Development Costs - Schedule of Future Estimated Amortization Expense (Details) | Sep. 30, 2019USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Software Amortization Expense, Remainder of 2019 | $ 284,990 |
Software Amortization Expense, 2020 | 1,079,127 |
Software Amortization Expense, 2021 | 652,389 |
Software Amortization Expense, 2022 | 120,000 |
Software Amortization Expense, Thereafter | 70,000 |
Software Amortization Expense, Total | 2,206,506 |
Software and Software Development Costs [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Software Amortization Expense, Remainder of 2019 | 112,350 |
Software Amortization Expense, 2020 | 444,517 |
Software Amortization Expense, 2021 | 403,121 |
Software Amortization Expense, 2022 | 333,796 |
Software Amortization Expense, Thereafter | 268,689 |
Software Amortization Expense, Total | $ 1,653,801 |
Software Development Costs (Det
Software Development Costs (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Capitalized computer software, additions | $ 47,744 | $ 229,273 | $ 499,363 | $ 486,927 | |
Capitalized computer software, gross | 2,815,878 | 2,815,878 | $ 2,316,515 | ||
Depreciation and Amortization Expense [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Capitalized computer software, amortization | $ 110,073 | $ 73,622 | $ 274,166 | $ 220,866 | |
Maximum [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful life (in years) | 60 months | ||||
Maximum [Member] | Software Development [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful life (in years) | 5 years |
Commitments and Contingencies_2
Commitments and Contingencies - Secured Credit Facility (Details) - USD ($) | Sep. 01, 2018 | Aug. 29, 2018 | Apr. 13, 2015 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Aug. 30, 2018 |
Other Commitments [Line Items] | |||||||||
Line of credit | $ 1,526,288 | ||||||||
Accounts receivable, net | $ 4,497,659 | $ 4,497,659 | 7,071,815 | ||||||
Business Financing Modification Agreement [Member] | Secured Line of Credit Facility [Member] | |||||||||
Other Commitments [Line Items] | |||||||||
Payments of financing costs | $ 8,400 | ||||||||
Capitalized loan costs amortization period | 12 months | ||||||||
Eligible securitization percentage of accounts receivable (percentage) | 80.00% | ||||||||
Line of credit facility, maximum borrowing capacity | $ 5,000,000 | ||||||||
Debt instrument, annual facility fee | $ 20,000 | ||||||||
Line of credit facility, commitment fee percentage (percentage) | 0.40% | ||||||||
Line of credit facility, annual due diligence fee | $ 1,000 | ||||||||
Debt instrument, description of variable rate basis | prime plus 1.5% | prime plus 2% per annum | |||||||
Debt instrument, description of default rate of interest | prime plus 7% | ||||||||
Line of credit | 1,526,288 | ||||||||
Accounts receivable from securitization | 0 | 0 | $ 1,907,860 | ||||||
Accounts receivable, net | 4,497,659 | 4,497,659 | |||||||
Line of credit facility, current borrowing capacity | 3,598,127 | $ 3,598,127 | |||||||
Debt issuance cost amortization period (years) | 1 year | ||||||||
Amortization of debt issuance costs | 5,250 | $ 5,250 | $ 19,964 | $ 15,750 | |||||
Debt issuance costs, net | $ 12,250 | $ 12,250 |
Commitments and Contingencies_3
Commitments and Contingencies - Lease Commitments (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019USD ($) | Sep. 30, 2019USD ($)ft² | Jan. 01, 2019USD ($) | Dec. 31, 2018USD ($) | |
Other Commitments [Line Items] | ||||
Number of finance lease obligations | 0 | |||
Lessee, operating sublease, option to extend (lease term) | one additional year until April 30, 2020 | |||
Size of leased building (square feet) | ft² | 15,500 | |||
Finance and operating leases, right-of-use liability | $ 400,977 | |||
Operating lease, right-of-use asset | $ 192,967 | $ 192,967 | $ 0 | |
Operating lease, right-of-use asset, amortization | $ 5,230 | $ 21,252 | ||
Operating lease, weighted average remaining lease term | 7 months | 7 months | ||
Lessee, operating lease, discount rate | 9.50% | 9.50% | ||
Minimum [Member] | ||||
Other Commitments [Line Items] | ||||
Payments for rent | $ 17.50 | |||
Maximum [Member] | ||||
Other Commitments [Line Items] | ||||
Payments for rent | 22.50 | |||
General and Administrative Expense [Member] | ||||
Other Commitments [Line Items] | ||||
Operating leases, rent expense | $ 155,165 | $ 459,944 |
Commitments and Contingencies_4
Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Details) | Sep. 30, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Minimum lease payments remainder, 2019 | $ 85,137 |
Minimum lease payments, 2020 | 85,785 |
Total minimum lease payments | $ 170,922 |
Commitments and Contingencies_5
Commitments and Contingencies - Retirement Plans (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Defined contribution plan, employer matching contribution, percent of match (percent) | 50.00% | |||
Defined contribution plan, employer matching contribution, percent of employees' gross pay | 8.00% | |||
Defined contribution plan, employer matching contribution, annual vesting percentage (percentage) | 20.00% | |||
Defined contribution plan, employer matching contribution, number of years of service required for participant vesting (years) | 2 years | |||
Defined contribution plan, employer discretionary contribution amount | $ 29,273 | $ 42,745 | $ 131,493 | $ 167,659 |
Commitments and Contingencies_6
Commitments and Contingencies - Litigation (Details) - USD ($) | Apr. 16, 2019 | Mar. 06, 2019 | Sep. 30, 2019 |
Commitments and Contingencies Disclosure [Abstract] | |||
Loss contingency, undiscounted amount of insurance-related assessment liability | $ 500,000 | ||
Loss contingency, damages paid, value paid by insurer into settlement fund | $ 800,000 | ||
Loss contingency, accrued insurance deductible | $ 400,000 | ||
Loss contingency, damages awarded, value | $ 300,000 |
Stockholders' Equity - Stock Is
Stockholders' Equity - Stock Issued for Acquisitions (Details) - USD ($) | Nov. 01, 2019 | Jul. 31, 2019 | Jul. 26, 2019 | Jan. 26, 2019 | Sep. 30, 2019 | Sep. 30, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Gain on settlement of acquisitions payable | $ 602,411 | $ 84,938 | ||||
TapInfluence, Inc. [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Actual closing market price of common stock | $ 0.3977 | $ 1.63 | ||||
Stock issued for payment of acquisition liability (shares) | 6,908,251 | |||||
Business combination, consideration transferred, value of stock paid on final installment payments | $ 3,500,000 | |||||
Business combination, consideration transferred, price per share of stock issued as final installment payment | $ 0.50664 | |||||
Gain on settlement of acquisitions payable | $ 752,591 | |||||
ZenContent [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Actual closing market price of common stock | $ 0.4044 | |||||
Stock issued for payment of acquisition liability (shares) | 447,489 | |||||
Business combination, consideration transferred, value of stock paid on final installment payments | $ 222,223 | |||||
Business combination, consideration transferred, price per share of stock issued as final installment payment | $ 0.4966 | |||||
Gain on settlement of acquisitions payable | $ 41,259 | |||||
Subsequent Event [Member] | ZenContent [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Final Installment Payment on Stock Purchase Agreement | $ 45,000 |
Stockholders' Equity - Public O
Stockholders' Equity - Public Offering (Details) - USD ($) | May 11, 2019 | May 10, 2019 | Jan. 26, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of common stock available for underwritten registered public offering | 14,285,714 | ||
Business acquisition equity interest issued or issuable, value assigned | $ 884,583 | ||
Business acquisition share price | $ 1.34 | ||
Common stock at public offering price per share | $ 0.70 | ||
Proceeds from underwritten public offering | $ 10,000,000 | ||
Net proceeds from underwritten public offering | $ 9,230,000 | ||
Chief Executive Officer [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Employee participation in public offering, shares purchased | 21,428 | ||
Chief Financial Officer [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Employee participation in public offering, shares purchased | 42,857 |
Stockholders' Equity - Authoriz
Stockholders' Equity - Authorized Shares (Details Textual) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
Statement of Stockholders' Equity [Abstract] | ||
Common stock, shares authorized (shares) | 200,000,000 | 200,000,000 |
Series A Preferred stock, shares authorized (shares) | 10,000,000 | 10,000,000 |
Series A Preferred stock, par value (per share) | $ 0.0001 | $ 0.0001 |
Stockholders' Equity - Equity I
Stockholders' Equity - Equity Incentive Plan (Details) - shares | Sep. 30, 2019 | Aug. 22, 2011 |
Equity Incentive B 2011 Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock, capital shares reserved for future issuance (shares) | 4,375 | 4,375 |
Incentive compensation for employees and consultants [Member] | The Amended and Restated May 2011 Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock, capital shares reserved for future issuance (shares) | 275,562 | |
Maximum [Member] | Incentive compensation for employees and consultants [Member] | The Amended and Restated May 2011 Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock, capital shares reserved for future issuance (shares) | 2,500,000 |
Stockholders' Equity - Restrict
Stockholders' Equity - Restricted Stock (Details) | Aug. 29, 2019USD ($)shares | May 17, 2019USD ($)shares | Mar. 29, 2019USD ($)shares | Aug. 14, 2017USD ($) | Sep. 30, 2019USD ($)$ / shares | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)directors$ / sharesshares | Sep. 30, 2018USD ($) | Dec. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of independent directors | directors | 6 | ||||||||
Stock issued for payment of services | $ 37,508 | $ 112,504 | $ 125,000 | ||||||
Fair value of common stock issued for future services | 37,500 | 317,134 | |||||||
Restricted Stock [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Restricted stock or unit expense | 37,509 | $ 31,244 | $ 112,504 | 93,734 | |||||
Restricted stock units, nonvested weighted average remaining contractual terms | 1 year 2 months | 1 year 5 months | |||||||
Adjustments to additional paid in capital, share-based compensation, requisite service period recognition (in dollars) | $ 44,856 | $ 38,128 | $ 128,113 | $ 121,994 | |||||
Restricted Stock [Member] | Share-based Payment Arrangement, Independent Directors [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock issued for payment of services | $ 150,000 | ||||||||
Stock issued for payment of services (shares) | shares | 88,758 | ||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based compensation arrangement by share-based payment award, equity instrument other than option, nonvested, intrinsic value | $ / shares | $ 108,956 | $ 108,956 | |||||||
Restricted stock or unit expense | $ 37,790 | $ 92,738 | |||||||
Restricted stock units, nonvested weighted average remaining contractual terms | 3 years 1 month | 1 year | |||||||
Prepaid Expenses [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Fair value of common stock issued for future services | $ 147,258 | ||||||||
Chief Executive Officer [Member] | Restricted Stock [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock issued for payment of services | $ 36,427 | ||||||||
Stock issued during period, vesting period | 48 months | ||||||||
Stock issued for payment of services (shares) | shares | 27,184 | ||||||||
Chief Executive Officer [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock issued for payment of services | $ 82,789 | $ 76,510 | |||||||
Stock issued during period, vesting period | 48 months | 36 months | |||||||
Stock issued for payment of services (shares) | shares | 258,312 | 131,235 | |||||||
Chief Operating Officer [Member] | Restricted Stock [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock issued for payment of services | $ 6,124 | ||||||||
Stock issued for payment of services (shares) | shares | 4,570 | ||||||||
Equity Incentive 2011 Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Nonvested | $ 17,475 | $ 17,475 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Non-Vested Restricted Stock (Details) - Restricted Stock [Member] - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Restricted stock units, nonvested beginning of period | 57,984 | |
Restricted stock units, nonvested grants in period | 120,512 | |
Restricted stock units, nonvested vested in period | (108,785) | |
Restricted stock units, nonvested forfeited in period | (2,500) | |
Restricted stock units, nonvested ending of period | 67,211 | 57,984 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Restricted stock units, nonvested weighted average grant date fair value | $ 3.70 | |
Restricted stock units, nonvested grants in period, weighted average grant date fair value | 1.60 | |
Restricted stock units , nonvested vested in period, weighted average grant date fair value | 2.21 | |
Restricted stock units, nonvested forfeited in period, weighted average grant date fair value | 5.52 | |
Restricted stock units, nonvested weighted average grant date fair value | $ 2.19 | $ 3.70 |
Restricted stock units, nonvested weighted average remaining contractual terms | 1 year 2 months | 1 year 5 months |
Stockholders' Equity - Restri_2
Stockholders' Equity - Restricted Stock Units (Detail Textual) - USD ($) | Aug. 29, 2019 | May 17, 2019 | May 14, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Fair value of common stock | $ 0.26 | |||||||
Stock issued for payment of services, net | $ 37,508 | $ 112,504 | $ 125,000 | |||||
Restricted Stock Units (RSUs) [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Restricted stock units, nonvested grants in period | 390,437 | |||||||
Share-based compensation arrangement by share-based payment award, equity instrument other than option, nonvested, intrinsic value | $ 108,956 | $ 108,956 | ||||||
Restricted stock or unit expense | $ 37,790 | $ 92,738 | ||||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, future compensation expected to vest over weighted average vesting period | $ 206,092 | |||||||
Restricted stock units, nonvested weighted average remaining contractual terms | 3 years 1 month | 1 year | ||||||
Equity Incentive 2011 Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Fair value of common stock | $ 0.26 | |||||||
Equity Incentive 2011 Plan [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Restricted stock units, nonvested grants in period | 258,312 | 0 | 0 | |||||
Chief Executive Officer [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock issued for payment of services, net (shares) | 258,312 | 131,235 | ||||||
Stock issued for payment of services, net | $ 82,789 | $ 76,510 | ||||||
Stock issued during period, vesting period | 48 months | 36 months | ||||||
Chief Financial Officer [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock issued for payment of services, net (shares) | 890 | |||||||
Stock issued for payment of services, net | $ 578 | |||||||
Stock issued during period, vesting period | 12 years | |||||||
Stock issued during period, shares, restricted stock award, forfeited | 667 |
Stockholders' Equity - Restri_3
Stockholders' Equity - Restricted Stock Units Schedule (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Restricted stock units, nonvested beginning of period | 160,000 | |
Restricted stock units, nonvested grants in period | 390,437 | |
Restricted stock units, nonvested vested in period | (104,707) | |
Restricted stock units, nonvested forfeited in period | (26,667) | |
Restricted stock units, nonvested ending of period | 419,063 | 160,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Restricted stock units, nonvested weighted average grant date fair value | $ 1.04 | |
Restricted stock units, nonvested grants in period, weighted average grant date fair value | 0.41 | |
Restricted stock units , nonvested vested in period, weighted average grant date fair value | 0.89 | |
Restricted stock units, nonvested forfeited in period, weighted average grant date fair value | 1.03 | |
Restricted stock units, nonvested weighted average grant date fair value | $ 0.49 | $ 1.04 |
Restricted stock units, nonvested weighted average remaining contractual terms | 3 years 1 month | 1 year |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Options (Details Textual) - USD ($) | Aug. 22, 2011 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number | 662,325 | 662,325 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Exercise Price | $ 5.49 | $ 5.49 | ||||
Percentage of individual ownership of common stock (percentage) | 10.00% | |||||
Fair value of common stock | $ 0.26 | |||||
Share-based compensation arrangement by share-based payment award, options, outstanding, intrinsic value | $ 0 | $ 0 | ||||
Stock or unit option plan expense | $ 97,220 | $ 77,483 | $ 277,220 | $ 319,416 | ||
Equity Incentive 2011 Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 1,403,919 | 1,403,919 | 1,040,477 | |||
Weighted average exercise price, exercisable | $ 3.22 | $ 3.22 | ||||
Common shares, exercised | 0 | 0 | 0 | 0 | ||
Fair value of common stock | $ 0.26 | |||||
Share-based compensation arrangement by share-based payment award, options, exercisable, intrinsic value | $ 0 | $ 0 | ||||
Weighted average remaining years to vest (in years) | 3 years 2 months 25 days | 2 years 5 months | ||||
May 2011 and August 2011 Equity Incentive Plans [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Fair Market Value of Incentive Stock Options | 100.00% | |||||
Share-based Payment Arrangement, Option [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized | $ 677,542 | $ 677,542 | ||||
Individual Stock Ownership in Excess of 10 Percent [Member] | May 2011 and August 2011 Equity Incentive Plans [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Fair Market Value of Incentive Stock Options | 110.00% | |||||
Total vesting period [Member] | Share-based Payment Arrangement, Option [Member] | May 2011 and August 2011 Equity Incentive Plans [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation arrangement by share-based payment award, award vesting period (in years) | 10 years | |||||
Twelve Months After Grant Date [Member] | May 2011 and August 2011 Equity Incentive Plans [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Percentage of individual ownership of common stock (percentage) | 25.00% | |||||
Stock option vesting period from grant date (in years) | 1 year | |||||
Monthly in equal installments [Member] | Share-based Payment Arrangement, Option [Member] | May 2011 and August 2011 Equity Incentive Plans [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation arrangement by share-based payment award, award vesting period (in years) | 3 years |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Options Outstanding (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of common stock | $ 0.26 | ||
Equity Incentive 2011 Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of common stock | $ 0.26 | ||
Share-based compensation arrangement by share-based payment award, options, exercisable, intrinsic value | $ 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Common shares, outstanding beginning of period | 1,040,477 | ||
Common shares, granted | 583,552 | 98,359 | |
Common shares, expired | (140,063) | ||
Common shares, forfeited | (80,047) | ||
Common shares, outstanding end of period | 1,403,919 | 1,040,477 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |||
Weighted average exercise price, beginning of period | $ 5.23 | ||
Weighted average exercise price, granted | 0.68 | $ 1.71 | |
Weighted average exercise price,expired | 7.72 | ||
Weighted average exercise price, forfeited | 2.94 | ||
Weighted average exercise price, end of period | 5.23 | $ 5.23 | |
Weighted average exercise price, exercisable | $ 3.22 | ||
Weighted average remaining life (years), outstanding | 7 years 4 months 20 days | 6 years 6 months |
Stockholders' Equity - Schedu_3
Stockholders' Equity - Schedule of Nonvested Stock Option (Details) - Equity Incentive 2011 Plan [Member] - $ / shares | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | ||
Common shares, nonvested beginning of period | 300,510 | |
Common shares, granted | 583,552 | 98,359 |
Common shares, vested | (85,456) | |
Common shares, forfeited | (57,012) | |
Common shares, nonvested end of period | 741,594 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | ||
Weighted average grant date fair value, nonvested beginning of period | $ 0.80 | |
Weighted average grant date fair value, granted | 0.44 | $ 0.96 |
Weighted average grant date fair value, vested | 2.33 | |
Weighted average grant date fair value, forfeited | 1.89 | |
Weighted average grant date fair value, nonvested end of period | $ 0.91 | |
Weighted average remaining years to vest (in years) | 3 years 2 months 25 days | 2 years 5 months |
Stockholders' Equity - Stock _2
Stockholders' Equity - Stock Option Assumptions (Details) - Equity Incentive 2011 Plan [Member] - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 583,552 | 98,359 | ||
Weighted average exercise price, granted | $ 0.68 | $ 1.71 | ||
Expected term (in years) | 6 years | 6 years | 6 years | 6 years |
Weighted average volatility (percentage) | 106.80% | 65.65% | 85.03% | 63.40% |
Weighted average risk free interest rate (percentage) | 1.48% | 2.82% | 1.92% | 2.77% |
Weighted average grant date fair value, granted | $ 0.44 | $ 0.96 |
Stockholders' Equity - Employee
Stockholders' Equity - Employee Stock Purchase Plan (Details Textual) | Apr. 16, 2014USD ($)shares | Sep. 30, 2019USD ($)shares | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)shares | Sep. 30, 2018USD ($)shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock purchase plan issuances | $ 3,096 | $ 9,035 | |||
Stock purchase plan issuances (shares) | shares | 7,099 | 11,189 | |||
2014 Employee Stock Purchase Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock, capital shares reserved for future issuance (shares) | shares | 500,000 | 430,129 | 430,129 | ||
Share-based compensation arrangement by share-based payment award, award vesting period (in days) | 90 days | ||||
Minimum hour requirement for employees participation in the ESSP (hours) | 20 | ||||
Employee stock ownership plan (ESOP), successive offering period | 6 months | ||||
Annual compensation limit percentage, employee stock purchase plan (percentage) | 10.00% | ||||
Annual compensation limit, employee stock purchase plan (dollars) | $ 21,250 | ||||
Shares issuance limit per offering period, employee stock purchase plan | shares | 2,000 | ||||
Fair market value of shares available for issuance (percentage) | 85.00% | ||||
Share-based Payment Arrangement, Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Adjustments to additional paid in capital, share-based compensation, requisite service period recognition (in dollars) | $ 179,866 | $ 118,410 | $ 498,071 | $ 468,042 | |
Cost of revenue [Member] | Share-based Payment Arrangement, Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Adjustments to additional paid in capital, share-based compensation, requisite service period recognition (in dollars) | 2,737 | 3,786 | 7,777 | 14,510 | |
Selling and Marketing Expense [Member] | Share-based Payment Arrangement, Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Adjustments to additional paid in capital, share-based compensation, requisite service period recognition (in dollars) | 6,187 | 15,097 | 18,121 | 60,396 | |
General and Administrative Expense [Member] | Share-based Payment Arrangement, Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Adjustments to additional paid in capital, share-based compensation, requisite service period recognition (in dollars) | $ 170,942 | $ 99,527 | $ 472,173 | $ 393,136 |
Stockholders' Equity - Share Re
Stockholders' Equity - Share Repurchase Program (Details) - USD ($) | Jul. 03, 2019 | Jul. 02, 2019 |
Share-based Payment Arrangement [Abstract] | ||
Stock repurchase program, authorized amount | $ 3,500,000 | |
Stock Repurchase Program Expiration Date | Dec. 31, 2020 |
Loss Per Common Share (Details)
Loss Per Common Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Earnings Per Share [Abstract] | ||||
Net loss | $ (1,173,035) | $ (1,332,829) | $ (4,996,001) | $ (5,025,704) |
Weighted average common shares outstanding – basic and diluted | 32,421,043 | 10,365,750 | 22,506,929 | 7,351,827 |
Basic and diluted loss per common share | $ (0.04) | $ (0.13) | $ (0.22) | $ (0.68) |
Loss Per Common Share (Details
Loss Per Common Share (Details 1) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 1,678,464 | 1,528,793 | 1,491,837 | 1,544,353 |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 1,300,905 | 1,048,135 | 1,167,205 | 1,040,940 |
Restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 360,059 | 0 | 231,602 | 0 |
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 17,500 | 480,658 | 93,030 | 503,413 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | $ 4,411,086 | $ 5,780,941 | $ 13,128,706 | $ 13,798,342 |
United States | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 4,097,443 | 5,031,929 | 11,873,948 | 12,283,641 |
Canada | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 313,643 | 749,012 | 1,254,758 | 1,514,701 |
Managed Services Revenue | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 3,558,109 | 4,859,434 | 10,416,912 | 12,660,949 |
SaaS Services Revenue | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 815,841 | 912,828 | 2,636,341 | 1,091,748 |
Legacy Workflow Fees | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 44,170 | 48,409 | 135,791 | 164,994 |
Marketplace Spend Fees | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 266,037 | 378,768 | 955,328 | 388,492 |
License Fees | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 505,634 | 485,651 | 1,545,222 | 538,262 |
Other Revenue | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | $ 37,136 | $ 8,679 | $ 75,453 | $ 45,645 |
Revenue - Contract Balances (De
Revenue - Contract Balances (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | ||
Accounts receivable, net | $ 4,497,659 | $ 7,071,815 |
Contract liabilities | $ 5,440,367 | $ 4,957,869 |
Contract assets and contract liabilities length of agreement with customers | 1 year |