Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 10, 2020 | |
Entity Information [Line Items] | ||
Entity Central Index Key | 0001495231 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-37703 | |
Entity Registrant Name | IZEA WORLDWIDE, INC. | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 37-1530765 | |
Entity Address, Address Line One | 501 N. Orlando Avenue | |
Entity Address, Address Line Two | Suite 313 | |
Entity Address, Address Line Three | PMB 247 | |
Entity Address, City or Town | Winter Park | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 32789 | |
City Area Code | 407 | |
Local Phone Number | 674-6911 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | IZEA | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 48,414,560 |
Unaudited Consolidated Balance
Unaudited Consolidated Balance Sheets - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Assets, Current [Abstract] | ||
Cash and cash equivalents | $ 20,820,273 | $ 5,884,629 |
Accounts receivable, net | 3,053,135 | 5,596,719 |
Prepaid expenses | 368,697 | 400,181 |
Other current assets | 130,656 | 153,031 |
Total current assets | 24,372,761 | 12,034,560 |
Property and equipment, net | 282,082 | 309,780 |
Goodwill | 4,016,722 | 8,316,722 |
Intangible assets, net | 1,006,536 | 1,611,516 |
Software development costs, net | 1,413,920 | 1,519,980 |
Security deposits | 40,382 | 151,803 |
Total assets | 31,132,403 | 23,944,361 |
Liabilities, Current [Abstract] | ||
Accounts payable | 1,022,960 | 2,252,536 |
Accrued expenses | 1,287,652 | 1,377,556 |
Contract liabilities | 5,841,264 | 6,466,766 |
Current portion of notes payable | 837,865 | 0 |
Right-of-use liability | 0 | 83,807 |
Total current liabilities | 8,989,741 | 10,180,665 |
Finance obligation, less current portion | 65,609 | 45,673 |
Liabilities | 10,152,072 | 10,226,338 |
Notes payable, less current portion | 1,096,722 | 0 |
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; 41,784,601 and 34,634,172, respectively, issued and outstanding | 4,178 | 3,464 |
Additional paid-in capital | 89,315,525 | 74,099,328 |
Accumulated deficit | (68,339,372) | (60,384,769) |
Total stockholders’ equity | 20,980,331 | 13,718,023 |
Total liabilities and stockholders’ equity | $ 31,132,403 | $ 23,944,361 |
Unaudited Consolidated Balanc_2
Unaudited Consolidated Balance Sheets Parentheticals - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
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) | 41,784,601 | 34,634,172 |
Common stock, shares outstanding (shares) | 41,784,601 | 34,634,172 |
Unaudited Consolidated Statemen
Unaudited Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Statement [Abstract] | ||||
Revenue | $ 3,135,039 | $ 3,923,864 | $ 7,898,707 | $ 8,717,620 |
Costs and expenses: | ||||
Cost of revenue (exclusive of amortization) | 1,414,249 | 1,817,659 | 3,554,766 | 3,916,950 |
Sales and marketing | 1,228,691 | 1,362,242 | 2,751,834 | 2,719,909 |
General and administrative | 1,920,492 | 2,232,305 | 4,338,330 | 4,844,359 |
Goodwill, Impairment Loss | 0 | 0 | 4,300,000 | 0 |
Depreciation and amortization | 377,107 | 448,105 | 878,376 | 884,329 |
Costs and Expenses | 4,940,539 | 5,860,311 | 15,823,306 | 12,365,547 |
Loss from operations | (1,805,500) | (1,936,447) | (7,924,599) | (3,647,927) |
Other income (expense): | ||||
Interest expense | (19,476) | (86,737) | (26,094) | (215,201) |
Other income, net | 33,834 | 30,798 | (3,910) | 40,162 |
Total other income (expense), net | 14,358 | (55,939) | (30,004) | (175,039) |
Net Income (Loss) Attributable to Parent | $ (1,791,142) | $ (1,992,386) | $ (7,954,603) | $ (3,822,966) |
Weighted average common shares outstanding – basic and diluted | 36,108,073 | 22,277,677 | 35,394,639 | 17,466,784 |
Basic and diluted loss per common share | $ (0.05) | $ (0.09) | $ (0.22) | $ (0.22) |
Unaudited Consolidated Statem_2
Unaudited Consolidated Statement of Stockholders' Equity - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
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 sale of security, stock | 14,285,714 | |||
Sale of securities | 10,000,000 | $ 1,429 | 9,998,571 | |
Stock issued for payment of acquisition liability (shares) | 660,136 | |||
Stock issued for payment of acquisition liability | $ 1,076,022 | $ 66 | 1,075,956 | |
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 7,099 | 7,099 | ||
Stock Issued During Period, Value, Employee Stock Purchase Plan | $ 3,096 | $ 1 | 3,095 | |
Stock issued for payment of services, net (shares) | 44,379 | |||
Stock issued for payment of services, net | 74,995 | $ 4 | 74,991 | |
Stock issuance costs | (774,557) | (774,557) | ||
Stock-based compensation, net (shares) | 15,177 | |||
Stock-based compensation, net | 158,675 | $ 1 | 158,674 | |
Net loss | (3,822,966) | (3,822,966) | ||
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) |
Balance (shares) at Mar. 31, 2019 | 12,812,108 | |||
Balance at Mar. 31, 2019 | 6,610,763 | $ 1,281 | 61,534,711 | (54,925,229) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Stock issued for sale of security, stock | 14,285,714 | |||
Sale of securities | 10,000,000 | $ 1,429 | 9,998,571 | |
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 7,099 | |||
Stock Issued During Period, Value, Employee Stock Purchase Plan | 3,096 | $ 1 | 3,095 | |
Stock issued for payment of services, net (shares) | 22,191 | |||
Stock issued for payment of services, net | 37,497 | $ 2 | 37,495 | |
Stock issuance costs | (772,367) | (772,367) | ||
Stock-based compensation, net (shares) | (38,899) | |||
Stock-based compensation, net | 46,977 | $ (4) | 46,981 | |
Net loss | (1,992,386) | (1,992,386) | ||
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) |
Balance (shares) at Dec. 31, 2019 | 34,634,172 | |||
Balance at Dec. 31, 2019 | 13,718,023 | $ 3,464 | 74,099,328 | (60,384,769) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Stock issued for sale of security, stock | 6,856,241 | |||
Sale of securities | $ 15,361,853 | $ 685 | 15,361,168 | |
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 9,665 | |||
Stock purchase plan & option exercise issuances (shares) | 10,034 | |||
Stock purchase plan & option exercise issuances | $ 2,313 | $ 1 | 2,312 | |
Stock issued for payment of services, net (shares) | 195,310 | |||
Stock issued for payment of services, net | 62,499 | $ 19 | 62,480 | |
Stock issuance costs | (458,032) | (458,032) | ||
Stock-based compensation, net (shares) | 88,844 | |||
Stock-based compensation, net | 248,278 | $ 9 | 248,269 | |
Net loss | (7,954,603) | (7,954,603) | ||
Balance (shares) at Jun. 30, 2020 | 41,784,601 | |||
Balance at Jun. 30, 2020 | 20,980,331 | $ 4,178 | 89,315,525 | (68,339,372) |
Balance (shares) at Mar. 31, 2020 | 34,773,051 | |||
Balance at Mar. 31, 2020 | 7,713,057 | $ 3,477 | 74,257,810 | (66,548,230) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Stock issued for sale of security, stock | 6,856,241 | |||
Sale of securities | 15,361,853 | $ 685 | 15,361,168 | |
Stock purchase plan & option exercise issuances (shares) | 10,034 | |||
Stock purchase plan & option exercise issuances | 2,313 | $ 1 | 2,312 | |
Stock issued for payment of services, net (shares) | 97,655 | |||
Stock issued for payment of services, net | 31,249 | $ 9 | 31,240 | |
Stock issuance costs | (455,706) | (455,706) | ||
Stock-based compensation, net (shares) | 47,620 | |||
Stock-based compensation, net | 118,707 | $ 6 | 118,701 | |
Net loss | (1,791,142) | (1,791,142) | ||
Balance (shares) at Jun. 30, 2020 | 41,784,601 | |||
Balance at Jun. 30, 2020 | $ 20,980,331 | $ 4,178 | $ 89,315,525 | $ (68,339,372) |
Unaudited Consolidated Statem_3
Unaudited Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Cash flows from operating activities: [Abstract] | |||||
Net loss | $ (1,791,142) | $ (1,992,386) | $ (7,954,603) | $ (3,822,966) | |
Adjustments to reconcile net loss to net cash provided by (used for) operating activities: | |||||
Depreciation | 70,207 | 74,422 | |||
Amortization of software development costs and other intangible assets | 808,169 | 809,907 | |||
Impairment of intangible assets | 0 | 0 | 4,300,000 | 0 | |
Gain on disposal of equipment | (23,706) | (515) | |||
Provision for (recovery of) losses on accounts receivable | 107,315 | (29,940) | |||
Stock-based compensation, net | 248,278 | 318,205 | |||
Fair value of stock issued for payment of services | 62,499 | 74,995 | |||
Loss on settlement of acquisition costs payable | 0 | (191,439) | |||
Changes in operating assets and liabilities: | |||||
Accounts receivable | 2,436,269 | 2,916,339 | |||
Prepaid expenses and other current assets | (53,972) | (279,352) | |||
Accounts payable | (1,229,576) | (879,507) | |||
Accrued expenses | (101,561) | (367,733) | |||
Contract liabilities | (625,502) | 876,408 | |||
Right-of-use asset | (24,024) | 25,428 | |||
Increase (Decrease) Deferred Rent | 0 | (17,420) | |||
Net cash used for operating activities | (1,932,159) | (161,146) | |||
Cash flows from investing activities: [Abstract] | |||||
Purchase of equipment, net | 24,200 | (15,535) | |||
Payments to (Proceeds from) Developed Software | (97,129) | (451,619) | |||
Security deposits | 111,421 | 2,893 | |||
Net cash provided by (used for) investing activities | 38,492 | (464,261) | |||
Cash flows from financing activities: [Abstract] | |||||
Proceeds from the Sale of Securities, Financing Activities | 15,361,853 | 10,000,000 | |||
Proceeds from Employee Stock Purchase Plan and Stock Options Exercised | 2,313 | 3,096 | |||
Net repayments on line of credit | 0 | (1,246,343) | |||
Proceeds from Notes Payable | 1,934,587 | $ 0 | |||
Payments on finance obligation | (11,410) | 0 | |||
Stock issuance costs | 458,032 | 774,557 | |||
Net cash provided by financing activities | 16,829,311 | 7,982,196 | |||
Net increase in cash and cash equivalents | 14,935,644 | 7,356,789 | |||
Cash and cash equivalents, beginning of period | 5,884,629 | 1,968,403 | 1,968,403 | ||
Cash and cash equivalents, end of period | $ 20,820,273 | $ 9,325,192 | 20,820,273 | 9,325,192 | $ 5,884,629 |
Supplemental cash flow information: [Abstract] | |||||
Interest paid | 36,594 | 223,757 | |||
Non-cash financing and investing activities: | |||||
Equipment acquired with financing arrangement | 43,003 | 0 | |||
Common stock issued for payment of acquisition liability | 0 | 1,076,022 | |||
Fair value of common stock issued for future services, net | $ 125,000 | $ 192,550 |
Company and Summary of Signific
Company and Summary of Significant Accounting Policies (Notes) | 6 Months Ended |
Jun. 30, 2020 | |
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 and the legal entity of Ebyline was dissolved in December 2019 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, a subsidiary of the Company merged with TapInfluence, Inc. (“TapInfluence”) pursuant to the terms of an Agreement and Plan of Merger dated as of July 11, 2018, as amended (the “Merger Agreement”). The Company creates and operates online marketplaces that connect marketers with content creators. The creators are compensated by the Company for producing 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. Until December 2019 when it was merged into IZEAx , the Company operated the Ebyline technology platform, which was originally designed as a self-service content marketplace to replace in-house editorial newsrooms in news agencies with a “virtual newsroom” to source and handle their content workflow with outside creators. In July 2016, the Company acquired the ZenContent technology platform to use as an in-house workflow tool that enables the Company to produce highly scalable, multi-part production of content for both e-commerce entities and brand customers. The TapInfluence technology platform, acquired in 2018, performed in a similar manner to IZEAx and was being utilized by the majority of the TapInfluence customers as a self-service platform via a licensing arrangement, allowing access to the platform and its creators for self-managed marketing campaigns. After the migration of the last customers to IZEAx from the Ebyline platform in December 2019 and from the TapInfluence platform in February 2020, all marketplace revenue is solely generated from the IZEAx platform. Impact of COVID-19 On March 11, 2020, the World Health Organization declared the outbreak of the novel coronavirus (COVID-19) as a global pandemic and recommended containment and mitigation measures worldwide. As the spread continued throughout the United States, the Company directed all of its staff to work from home effective March 16, 2020. All of the Company’s business operations and ability to support its customers is fully functional while its employees are working from remote locations. However, the Company has begun to see impacts on its operations due to changes in advertising decisions, timing and spending priorities from customers, which will result in a negative impact to Company bookings and future revenue. While the disruption is currently expected to be temporary, there is uncertainty around the duration and the total economic impact. Therefore, while the Company expects this matter to negatively impact its business, s uch events are generally outside of the Company’s control and could have a material adverse impact on the Company’s business, results of operations, and financial position in future periods. As a result, the Company leveraged its balance sheet by drawing on its secured credit facility and obtaining a loan under the Paycheck Protection Program (“PPP”) administered by the U.S. Small Business Administration (“SBA”) to increase the Company’s cash position and help preserve its financial flexibility. The secured credit facility was paid down by June 30, 2020 after the Company was able to secure additional capital as described in Note 8. In light of the adverse economic conditions caused by the COVID-19 pandemic, the Company implemented temporary salary and wage reductions averaging 20%, including a 21% reduction in base salary for the Company’s Chief Executive Officer and Chief Operating Officer. These salary reductions were effective as of April 6, 2020 until the earlier of December 31, 2020 or the Company’s restoring normal payroll rates to the majority of its employees. Members of the Company’s Board of Directors also agreed to a similar temporary reduction to their fees. In addition to the salary reductions, the Company also temporarily reduced certain employee benefits and implemented a new employee hiring freeze, during the three months ended June 30, 2020. The employee salary reductions and hiring restrictions were removed effective July 1, 2020 after the Company was able to secure additional capital as described in Note 8. The Company did not renew leases for its headquarters and temporary office spaces as additional means to reduce fixed costs and the Company intends to have all employees work from home for the foreseeable future to protect the health and safety of its workers. There can be no assurance that the Company will return to a typical office environment in the future, nor can the Company say what that office environment may look like. The Company also reduced and shifted marketing expenses in the second quarter and eliminated travel for the near-term future. These measures may not be sustainable and could prove detrimental long term. Therefore, management will be reviewing these initial actions and other options in conjunction with the changing internal and external economic conditions on an ongoing basis. Liquidity and Going Concern The Company’s consolidated financial statements are prepared using GAAP applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has incurred significant net losses and negative cash flow from operations for most periods since its inception, which has resulted in a total accumulated deficit of $68,339,372 as of June 30, 2020. For the six months ended June 30, 2020, the Company had a net loss of $7,954,603. Given the Company’s small market cap, extreme volatility and uncertainty in the financial markets, along with a line of credit that is only available on eligible accounts receivable invoices, coupled with expected reductions in future orders and receivables upon which to access funding, the Company applied for and on April 23, 2020 received a loan from Western Alliance Bank in the principal amount of $1,905,100 under the PPP (the “PPP Loan”), which was established under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), in order to retain its employees during this time of uncertainty. Subsequently, the Company filed a shelf registration statement on Form S-3 and raised gross proceeds of $15,361,853 in June 2020. The Company's cash balance as of June 30, 2020 was $20,820,273. With the cash on hand as of June 30, 2020, in addition to the PPP Loan (see Note 6), the Company expects to have sufficient cash reserves and financing sources available to cover expenses at least one ased on our current estimates of revenue and expenses for the next twelve months of operations. Basis of Presentation The accompanying consolidated balance sheet as of June 30, 2020, the consolidated statements of operations for the three and six months ended June 30, 2020 and 2019, the consolidated statements of stockholders' equity for the three and six months ended June 30, 2020 and 2019, and the consolidated statements of cash flows for the six months ended June 30, 2020 and 2019 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, 2019 has been derived from the audited consolidated financial statements at that date but, in accordance with the rules and regulations of the SEC, does not include all of the information and notes required by GAAP for complete financial statements. Operating results for the three and six months ended June 30, 2020 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, 2019 included in the Company's Annual Report on Form 10-K filed with the SEC on March 30, 2020. 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. 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. The extent to which COVID-19 impacts the Company’s business and financial results will depend on numerous evolving factors including, but not limited to: the magnitude and duration of COVID-19, the extent to which it will impact worldwide macroeconomic conditions, the speed of the anticipated recovery, access to capital markets, and governmental and business reactions to the pandemic. The Company assessed certain accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to the Company and the unknown future impacts of COVID-19 as of June 30, 2020 and through the date of the filing of this Quarterly Report on Form 10-Q. The accounting matters assessed included, but were not limited to estimates related to revenue, the accounting for potential liabilities and accrued expenses, the assumptions utilized in valuing stock-based compensation issued for services, the realization of deferred tax assets, and assessments of impairment related to long-lived assets and intangibles. The Company’s future assessment of the magnitude and duration of COVID-19, as well as other factors, could result in additional material impacts to the Company’s consolidated financial statements in future reporting periods. Despite the Company’s efforts, the ultimate impact of COVID-19 depends on factors beyond the Company’s knowledge or control, including the duration and severity of the outbreak, as well as third-party actions taken to contain its spread and mitigate its public health effects. As a result, the Company is unable to estimate the full extent to which COVID-19 will negatively impact its financial results or liquidity. However, in consideration of the effect of COVID-19 on the assumptions and estimates used in the preparation of the June 30, 2020 financial statements, the Company identified the goodwill impairment disclosed in Note 3 as a material adverse effect on its results of operations and financial position that was caused by COVID-19’s effect on economic conditions. 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 The Company’s accounts receivable balance consists of net trade receivables and unbilled receivables. Trade receivables are customer obligations due under normal trade terms. Unbilled receivables represent amounts owed for work that has been performed, but not yet billed. The Company had trade receivables of $3,013,967 and unbilled receivables of $39,168 at June 30, 2020. The Company had trade receivables of $5,106,314 and unbilled receivables of $490,405 at December 31, 2019. 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 for doubtful accounts of $175,000 and $145,000 as of June 30, 2020 and December 31, 2019, 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 approximately 1% of revenue or less for the six months ended June 30, 2020 and 2019. Concentrations of credit risk with respect to accounts receivable have been 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 one customer that accounted for 10% of total accounts receivable at June 30, 2020 and no customers that accounted for an aggregate of more than 10% of total accounts receivable at December 31, 2019. The Company had one customer that accounted for 10% of its revenue during the three months ended June 30, 2020 and no customer that accounted for more than 10% of its revenue during the three months ended June 30, 2019. The Company had no customers that accounted for more than 10% of its revenue during the six months ended June 30, 2020 or 2019. 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 are 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 six months ended June 30, 2020 and 2019. Goodwill 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. For instance, in March 2020, the Company identified triggering events, including the reduction in its projected revenue due to adverse economic conditions caused by the COVID-19 pandemic, the continuation of a market capitalization below the Company’s carrying value, and uncertainty for recovery given the volatility of the capital markets surrounding COVID-19. Therefore, the Company performed an interim assessment of goodwill, as described in Note 3. 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 one reporting unit as of June 30, 2020. 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 at the time of the adoption. 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 3 for further details. Management reviews long-lived assets, including property and equipment, software development costs and other 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 the asset and the 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. 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 4 for further details. Leases On January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) , which established 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 are classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The Company does not record leases on the balance sheet that have a lease term of 12 months or less at the commencement date. Revenue Recognition The Company historically generated 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 campaign management services (“Managed Services”); (2) revenue from fees charged to software 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”). After the migration of the last customers from the Ebyline platform to IZEAx in December 2019, there is no longer any revenue generated from Legacy Workflow Fees and all such revenue is reported as Marketplace Spend Fees under the IZEAx platform. 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 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, until February 2020, the 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 Fees Revenue Other Fees Revenue is generated when fees are charged to the Company’s platform users 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 is either below certain minimum thresholds or when accelerated payout timing is requested. The Company does not typically engage in contracts that are longer than one 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 June 30, 2020 and 2019 were approximately $79,000 and $149,000, respective |
Property and Equipment (Notes)
Property and Equipment (Notes) | 6 Months Ended |
Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | PROPERTY AND EQUIPMENT Property and equipment consist of the following: June 30, 2020 December 31, 2019 Furniture and fixtures $ 226,577 $ 298,205 Office equipment 64,891 86,884 Computer equipment 501,299 455,008 Leasehold improvements — 338,018 Total 792,767 1,178,115 Less accumulated depreciation and amortization (510,685) (868,335) Property and equipment, net $ 282,082 $ 309,780 Depreciation and amortization expense on property and equipment recorded in depreciation and amortization expense in the consolidated statements of operations was $34,578 and $35,946 for the three months ended June 30, 2020 and 2019, respectively, and was $70,207 and $74,422 for the six months ended June 30, 2020 and 2019, respectively. |
Intangible Assets (Notes)
Intangible Assets (Notes) | 6 Months Ended |
Jun. 30, 2020 | |
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: June 30, 2020 December 31, 2019 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 87,000 1 Developed technology 820,000 770,167 820,000 622,167 5 Self-service content customers 2,810,000 1,871,111 2,810,000 1,437,778 3 Managed content customers 2,140,000 2,140,000 2,140,000 2,140,000 3 Domains 166,469 149,822 166,469 133,175 5 Embedded non-compete provision 28,000 26,833 28,000 19,833 2 Total $ 6,211,469 $ 5,204,933 $ 6,211,469 $ 4,599,953 Total identifiable intangible assets from the Company’s acquisitions and other acquired assets net of accumulated amortization thereon consists of the following: June 30, 2020 December 31, 2019 Ebyline Intangible Assets $ 2,370,000 $ 2,370,000 ZenContent Intangible Assets 722,000 722,000 Domains 166,469 166,469 TapInfluence Intangible Assets 2,953,000 2,953,000 Total $ 6,211,469 $ 6,211,469 Less accumulated amortization (5,204,933) (4,599,953) Intangible assets, net $ 1,006,536 $ 1,611,516 The Company is amortizing the identifiable intangible assets over a remaining weighted-average period of one year, four months. For the six months ended June 30, 2020 and 2019, there were no impairment charges associated with the Company's identifiable intangible assets. Amortization expense recorded in depreciation and amortization in the accompanying consolidated statements of operations was $239,990 and $322,907 for the three months ended June 30, 2020 and 2019, respectively, and $604,980 and $645,814 for the six months ended June 30, 2020 and 2019, respectively. The portion of amortization expense specifically related to the costs of acquired technology for its platforms that is presented separately from cost of revenue was $11,500 and $56,500 for the three months ended June 30, 2020 and 2019, respectively, and $148,000 and $113,000 for the six months ended June 30, 2020 and 2019, respectively. As of June 30, 2020, future estimated amortization expense related to identifiable intangible assets is set forth in the following schedule: Intangible Asset Remainder of 2020 $ 474,147 2021 532,389 Total $ 1,006,536 The Company’s goodwill balance changed as follows: Amount Balance on December 31, 2019 $ 8,316,722 Acquisitions, impairments or other changes during 2020 (4,300,000) Balance on June 30, 2020 $ 4,016,722 |
Software Development Costs (Not
Software Development Costs (Notes) | 6 Months Ended |
Jun. 30, 2020 | |
Research and Development [Abstract] | |
Research, Development, and Computer Software Disclosure [Text Block] | SOFTWARE DEVELOPMENT COSTS Software development costs consists of the following: June 30, 2020 December 31, 2019 Software development costs $ 2,770,146 $ 2,673,017 Less accumulated amortization (1,356,226) (1,153,037) Software development costs, net $ 1,413,920 $ 1,519,980 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 or posting of content as well as provide for invoicing, collaborating, and direct payments for the Company’s customers and creators. The Company capitalized software development costs of $97,129 and $451,619 during the six months ended June 30, 2020 and 2019, respectively. As a result, the Company has capitalized a total of $2,770,146 in direct materials, consulting, payroll and benefit costs to its internal use software development costs in the consolidated balance sheet as of June 30, 2020. 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 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 $102,539 and $89,251 for the three months ended June 30, 2020 and 2019, respectively, and $203,189 and $164,093 for the six months ended June 30, 2020 and 2019, respectively. As of June 30, 2020, future estimated amortization expense related to software development costs is set forth in the following schedule: Software Development Amortization Expense Remainder of 2020 $ 201,500 2021 402,508 2022 347,141 2023 306,352 2024 124,431 Thereafter 31,988 Total $ 1,413,920 |
Accrued Expenses (Notes)
Accrued Expenses (Notes) | 6 Months Ended |
Jun. 30, 2020 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | ACCRUED EXPENSES Accrued expenses consist of the following: June 30, 2020 December 31, 2019 Accrued payroll liabilities $ 1,069,490 $ 1,202,765 Accrued taxes 165,150 117,698 Current portion of finance obligation 28,603 26,837 Accrued other 24,409 30,256 Total accrued liabilities $ 1,287,652 $ 1,377,556 |
Debt (Notes)
Debt (Notes) | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt Disclosure | NOTES PAYABLE Canada Emergency Business Account (“ CEBA”) Loan On April 22, 2020, the Company received a Canadian dollar loan in the principal amount of 40,000 CAD ($29,487 USD as of June 30, 2020 ), from TD Canada Trust Bank pursuant to a CEBA term loan agreement (the “CEBA Loan”). The CEBA Loan has an initial term from inception through December 31, 2022 (the “Initial Term”) and an extended term from January 1, 2023 through December 31, 2025 (the “Extended Term”). No interest is accrued and no payments are due on the loan during the Initial Term. If the Company repays 75% of the CEBA Loan (30,000 CAD) on or prior to December 31, 2022, the remaining 10,000 CAD balance will be forgiven. Otherwise, interest will begin to accrue on the unpaid balance on January 1, 2023 with monthly interest payments commencing on January 31, 2023 until the CEBA Loan is paid in full on or before the end of the Extended Term. Paycheck Protection Program (“PPP”) Loan The Company applied for and o n April 23, 2020, received a loan from Western Alliance Bank (the “Lender”) in the principal amount of $1,905,100, under the PPP, which was established under the CARES Act administered by the SBA. The PPP Loan is evidenced by a promissory note issued by the Company (the “Note”) to the Lender. |
Commitments and Contingencies (
Commitments and Contingencies (Notes) | 6 Months Ended |
Jun. 30, 2020 | |
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. 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 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 accrues on the advances at the rate of prime plus 1.5% per annum and the default rate of interest is prime plus 7%. The Company had no amounts outstanding under this secured credit facility as of June 30, 2020 and December 31, 2019. Assuming that all of the Company’s trade accounts receivables were eligible for funding, the Company would have approximately $2.4 million in available credit under the agreement as of June 30, 2020. 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. During the three months ended June 30, 2020 and 2019, the Company amortized $5,250 and $6,303 of the secured credit facility costs through interest expense. During the six months ended June 30, 2020 and 2019, the Company amortized $10,500 and $14,714 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 June 30, 2020 is $17,500; this amount will be amortized to interest expense over the next ten months. Lease Commitments The Company’s corporate headquarters were located at 480 N. Orlando Avenue, Suite 200 in Winter Park, Florida until its lease expired on April 30, 2020. Due to its current work from home policy enacted on March 16, 2020 as a result of the COVID-19 pandemic, t he Company has not yet entered into any new lease agreement for its headquarters and does not intend to do so prior to the end of 2020 and until circumstances allow . The Company also occupied flexible office space under monthly, quarterly or semi-annual membership contracts in Los Angeles, San Francisco, Denver, Chicago, and Toronto during the six months ended June 30, 2020, but the contracts for Los Angeles, San Francisco and Toronto were not renewed upon expiration of their terms on April 30, 2020. Upon the January 1, 2019 adoption of ASU No. 2016-02, Leases , the Company had one material lease greater than 12 months in duration. This was the lease 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 $410,852 and an associated right-of-use liability of $399,892. The operating lease right-of-use liability was determined based on the present value of the remaining minimum rental payments using the Company’s average incremental borrowing rate 9.5% and the operating lease right-of-use asset was determined based on the value of the lease liabilities, adjusted for a deferred rent balance, which was previously included in current liabilities. The right-of-use asset and liability were fully amortized upon expiration of the lease in April 2020 . During the six months ended June 30, 2020, the Company recorded $24,024 of accretion on its right-of-use liability through rent expense in general and administrative expenses. The Company has no obligations under finance leases as of June 30, 2020. Total operating lease expense and other short-term lease expense recorded in general and administrative expense in the accompanying consolidated statements of operations was $76,545 and $150,082 for the three months ended June 30, 2020 and 2019, respectively, and $224,528 and $304,779 for the six months ended June 30, 2020 and 2019, respectively. Cash paid for the one operating lease was $113,516 and $170,273 during the six months ended June 30, 2020 and 2019, respectively. Litigation 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 legal proceedings or claims that it believes would or could have, individually or in the aggregate, a material adverse effect on the Company. 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) | 6 Months Ended |
Jun. 30, 2020 | |
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. Sale of Securities At the Market (ATM) Offering On June 4, 2020, the Company entered into an ATM Sales Agreement (the “Sales Agreement”) with National Securities Corporation, as sales agent (“National Securities”), pursuant to which the Company may offer and sell, from time to time, through National Securities, shares of the Company's common stock, by any method deemed to be an “at the market offering” (the “ATM Offering”). On June 12, 2020, the Company entered into an amendment to the Sales Agreement to increase the amount of common stock that may be offered and sold in the ATM Offering to $40,000,000 in the aggregate. As of June 30, 2020, the Company had sold 6,856,241 shares at an average price of $2.24 per share for total gross proceeds of $15,361,853. May 10, 2019 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 million. The net proceeds to the Company were approximately $9.2 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 On January 26, 2019, pursuant to its Merger Agreement with TapInfluence, 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, to settle amounts due under its acquisition cost payable. 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. 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 2019 Annual Meeting of Stockholders held on December 12, 2019, 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 4,500,000 shares of common stock as incentive compensation for its employees and consultants. As of June 30, 2020, the Company had 957,782 remaining 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 June 30, 2020, the Company had 4,375 remaining 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. On January 31, 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 vested in equal monthly installments from January through December 2019. One director forfeited 4,932 of these shares valued at $8,335 upon their resignation from the board of directors in September 2019. On January 31, 2020, the Company issued its five independent directors a total of 390,625 shares of restricted common stock initially valued at $125,000 for their annual service as directors of the Company. The stock vests in equal monthly installments from January through December 2020. The following table contains summarized information about restricted stock issued during the year ended December 31, 2019 and the six months ended June 30, 2020: 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 (139,157) 2.24 Forfeited (8,057) 3.18 Nonvested at December 31, 2019 31,282 $ 2.15 1.9 Granted 390,625 0.32 Vested (207,631) 0.46 Forfeited — Nonvested at June 30, 2020 214,276 $ 0.50 0.6 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 was $31,249 and $37,497 during the three months ended June 30, 2020 and 2019, respectively, and was $62,499 and $74,995 during six months ended June 30, 2020 and 2019, respectively. Expense recognized on restricted stock issued to employees was $7,133 and $44,845 during the three months ended June 30, 2020 and 2019, respectively, and was $20,668 and $83,257 during the six months ended June 30, 2020 and 2019, respectively. On June 30, 2020, the fair value of the Company’s common stock was $1.14 per share and the intrinsic value on the non-vested restricted stock was $244,275. Future compensation expense related to issued, but non-vested, restricted stock awards as of June 30, 2020 is $106,712. This value is estimated to be recognized over the weighted-average vesting period of approximately 7 months. 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 $82,660 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 Company issued 84,994 restricted stock units on January 3, 2020 to Mr. Ryan Schram, its Chief Operating Officer, under the terms of his employment agreement. The restricted stock units were initially valued at $23,739 and vest in equal monthly installments over 48 months from issuance. The Company also issued 100,000 restricted stock units on January 3, 2020 to Mr. Schram as additional incentive compensation. The restricted stock units were initially valued at $27,930 and vest in a lump sum 12 months from issuance. On January 3, 2020, the Company issued a total of 500,000 shares of restricted common stock initially valued at $139,650 to twenty employees as additional incentive compensation. The restricted stock units vest in a lump sum 12 months from issuance. The Company issued 65,531 restricted stock units on April 3, 2020 to Mr. Murphy for bonuses under the terms of his amended employment agreement. The restricted stock units were initially valued at $10,138 and vest in equal monthly installments over 36 months from issuance. The Company issued 14,918 restricted stock units on May 31, 2020 to Mr. Murphy for bonuses under the terms of his amended employment agreement. The restricted stock units were initially valued at $9,097 and vest in equal monthly installments over 36 months from issuance. The Company issued 31,271 restricted stock units on April 3, 2020 to Mr. Schram for bonuses under the terms of his employment agreement. The restricted stock units were initially valued at $4,838 and vest in equal monthly installments over 48 months from issuance. The Company issued 3,347 restricted stock units on May 31, 2020 to Mr. Schram for bonuses under the terms of his employment agreement. The restricted stock units were initially valued at $2,041 and vest in equal monthly installments over 48 months from issuance. The following table contains summarized information about restricted stock units during the year ended December 31, 2019 and the six months ended June 30, 2020: Restricted Stock Units Common Shares Weighted Average Weighted Average Nonvested at December 31, 2018 160,000 $ 1.04 1.0 Granted 410,437 0.40 Vested (149,290) 0.79 Forfeited (54,335) 1.04 Nonvested at December 31, 2019 366,812 $ 0.42 3.2 Granted 802,471 0.27 Vested (76,523) 0.49 Forfeited (5,000) 0.28 Nonvested at June 30, 2020 1,087,760 $ 0.31 1.6 Expense recognized on restricted stock units issued to employees was $58,477 and $22,483 during the three months ended June 30, 2020 and 2019, respectively and was $115,084 and $54,948 during the six months ended June 30, 2020 and 2019, respectively. On June 30, 2020, the fair value of the Company’s common stock was $1.14 per share and the intrinsic value on the non-vested restricted units was $1,240,046. Future compensation related to the non-vested restricted stock units as of June 30, 2020 is $254,747 and it is estimated to be recognized over the weighted-average vesting period of approximately 1.6 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 one three A summary of option activity under the 2011 Equity Incentive Plans during the year ended December 31, 2019 and the six months ended June 30, 2020, is presented below: Options Outstanding Common Shares Weighted Average Weighted Average Outstanding at December 31, 2018 1,040,477 $ 5.23 6.5 Granted 586,552 0.67 Expired (147,313) 7.59 Forfeited (121,879) 2.70 Outstanding at December 31, 2019 1,357,837 $ 3.24 7.2 Granted 217,580 0.18 Exercised (369) 1.00 Expired — — Forfeited (28,589) 5.18 Outstanding at June 30, 2020 1,546,459 $ 2.77 7.2 Exercisable at June 30, 2020 856,763 $ 4.40 5.7 During the three and six months ended June 30, 2020, 369 options were exercised for gross proceeds of $369. The intrinsic value on exercised options was $265. There were no options exercised during the three and six months ended June 30, 2019. The fair value of the Company's common stock on June 30, 2020 was $1.14 per share and the intrinsic value on outstanding options as of June 30, 2020 was $465,907. The intrinsic value on exercisable options as of June 30, 2020 was $76,786. A summary of the nonvested stock option activity under the 2011 Equity Incentive Plans during the year ended December 31, 2019 and the six months ended June 30, 2020, is presented below: Nonvested Options Common Shares Weighted Average Weighted Average Nonvested at December 31, 2018 300,510 $ 0.80 2.4 Granted 586,552 0.40 Vested (197,202) 1.44 Forfeited (89,081) 0.80 Nonvested at December 31, 2019 600,779 $ 0.64 3.0 Granted 217,580 0.16 Vested (123,330) 0.80 Forfeited (5,333) 1.04 Nonvested at June 30, 2020 689,696 $ 0.48 2.6 There were outstanding options to purchase 1,546,459 shares with a weighted average exercise price of $2.77 per share, of which options to purchase 856,763 shares were exercisable with a weighted average exercise price of $4.40 per share as of June 30, 2020. Expense recognized on stock options issued to employees during the three months ended June 30, 2020 and 2019 was $52,702 and $90,000, respectively. Expense recognized on stock options issued to employees during the six months ended June 30, 2020 and 2019 was $111,753 and $180,000, respectively. Future compensation related to non-vested awards as of June 30, 2020 is $273,517 and it is estimated to be recognized over the weighted-average vesting period of approximately 2.6 years. The following table shows the number of stock options granted under the Company’s 2011 Equity Incentive Plans and the assumptions used to determine the fair value of those options during the six months ended June 30, 2020 and 2019: Period Ended Total Stock Weighted-Average Exercise Price Weighted-Average Expected Term Weighted-Average Volatility Weighted-Average Risk-Free Interest Rate Weighted-Average June 30, 2019 30,542 $1.46 6 years 62.01% 2.39% $0.91 June 30, 2020 217,580 $0.18 6 years 101.40% 0.49% $0.16 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 During the six months ended June 30, 2020 and 2019, employees paid $1,944 to purchase 9,665 shares of common stock and $3,096 to purchase 7,099 shares of common stock, respectively. As of June 30, 2020, the Company had 401,152 remaining shares of common stock available for future issuances under the ESPP. Summary Stock-Based Compensation 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. Total stock-based compensation expense recognized on restricted stock, restricted stock units, stock options and the employee stock purchase plan issuances during the three and six months ended June 30, 2020 and 2019 was recorded in the Company’s consolidated statements of operations as follows: Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, Cost of revenue $ 7,565 $ 2,154 $ 14,569 $ 5,040 Sales and marketing 17,587 5,598 39,643 11,934 General and administrative 93,555 149,576 194,066 301,231 Total stock-based compensation $ 118,707 $ 157,328 $ 248,278 $ 318,205 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 June 30, 2020, 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) | 6 Months Ended |
Jun. 30, 2020 | |
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 Six Months Ended June 30, June 30, June 30, June 30, Net loss $ (1,791,142) $ (1,992,386) $ (7,954,603) $ (3,822,966) Weighted average shares outstanding - basic and diluted 36,108,073 22,277,677 35,394,639 17,466,784 Basic and diluted loss per common share $ (0.05) $ (0.09) $ (0.22) $ (0.22) 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 Six Months Ended June 30, June 30, June 30, June 30, Stock options 1,544,843 1,173,705 1,451,671 1,101,589 Restricted stock units 1,070,733 212,939 941,710 237,496 Restricted stock 282,809 132,056 334,509 119,473 Warrants 12,500 17,500 13,104 17,500 Total excluded shares 2,910,885 1,536,200 2,740,994 1,476,058 |
Revenue (Notes)
Revenue (Notes) | 6 Months Ended |
Jun. 30, 2020 | |
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 consolidated financial statements contained herein. The following table illustrates the Company’s revenue by product service type: Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, Managed Services Revenue $ 2,490,343 $ 2,991,571 $ 6,615,404 $ 6,858,803 Legacy Workflow Fees — 44,291 — 91,621 Marketplace Spend Fees 195,894 314,638 362,187 689,291 License Fees 408,728 548,494 825,544 1,039,588 Other Fees 40,074 24,870 95,572 38,317 SaaS Services Revenue 644,696 932,293 1,283,303 1,858,817 Total Revenue $ 3,135,039 $ 3,923,864 $ 7,898,707 $ 8,717,620 The following table provides the Company’s revenues as determined by the country of domicile: Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, United States $ 3,068,785 $ 3,508,997 $ 7,646,793 $ 7,784,416 Canada 66,254 414,867 251,914 933,204 Total $ 3,135,039 $ 3,923,864 $ 7,898,707 $ 8,717,620 Contract Balances The following table provides information about receivables, contract assets and contract liabilities from contracts with customers. June 30, December 31, 2019 Accounts receivable, net $ 3,053,135 $ 5,596,719 Contract liabilities (unearned revenue) $ 5,841,264 $ 6,466,766 The Company does not typically engage in contracts that are longer than one one 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. Remaining Performance Obligations The Company typically enters into contracts that are one year or less in length. As such, the remaining performance obligations at June 30, 2020 and December 31, 2019 are equal to the contract liabilities disclosed above. The Company expects to recognize the full balance of the unearned revenue at June 30, 2020 within the next year. |
Subsequent Events (Notes)
Subsequent Events (Notes) | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | SUBSEQUENT EVENTSSubsequent to June 30, 2020, the Company raised an additional $10,378,440 through sales of its common stock under the ATM Offering described in Note 8. As of August 10, 2020, the Company had sold a total of 13,258,172 shares at an average price of $1.94 per share for total gross proceeds of $25,740,293 in the ATM Offering and the Company had a total of 48,414,560 shares of common stock outstanding. |
Company and Summary of Signif_2
Company and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
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 and the legal entity of Ebyline was dissolved in December 2019 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, a subsidiary of the Company merged with TapInfluence, Inc. (“TapInfluence”) pursuant to the terms of an Agreement and Plan of Merger dated as of July 11, 2018, as amended (the “Merger Agreement”). The Company creates and operates online marketplaces that connect marketers with content creators. The creators are compensated by the Company for producing 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. Until December 2019 when it was merged into IZEAx , the Company operated the Ebyline technology platform, which was originally designed as a self-service content marketplace to replace in-house editorial newsrooms in news agencies with a “virtual newsroom” to source and handle their content workflow with outside creators. In July 2016, the Company acquired the ZenContent technology platform to use as an in-house workflow tool that enables the Company to produce highly scalable, multi-part production of content for both e-commerce entities and brand customers. The TapInfluence technology platform, acquired in 2018, performed in a similar manner to IZEAx and was being utilized by the majority of the TapInfluence customers as a self-service platform via a licensing arrangement, allowing access to the platform and its creators for self-managed marketing campaigns. After the migration of the last customers to IZEAx from the Ebyline platform in December 2019 and from the TapInfluence platform in February 2020, all marketplace revenue is solely generated from the IZEAx |
Liquidity and Going Concern [Policy Text Block] | On March 11, 2020, the World Health Organization declared the outbreak of the novel coronavirus (COVID-19) as a global pandemic and recommended containment and mitigation measures worldwide. As the spread continued throughout the United States, the Company directed all of its staff to work from home effective March 16, 2020. All of the Company’s business operations and ability to support its customers is fully functional while its employees are working from remote locations. However, the Company has begun to see impacts on its operations due to changes in advertising decisions, timing and spending priorities from customers, which will result in a negative impact to Company bookings and future revenue. While the disruption is currently expected to be temporary, there is uncertainty around the duration and the total economic impact. Therefore, while the Company expects this matter to negatively impact its business, s uch events are generally outside of the Company’s control and could have a material adverse impact on the Company’s business, results of operations, and financial position in future periods. As a result, the Company leveraged its balance sheet by drawing on its secured credit facility and obtaining a loan under the Paycheck Protection Program (“PPP”) administered by the U.S. Small Business Administration (“SBA”) to increase the Company’s cash position and help preserve its financial flexibility. The secured credit facility was paid down by June 30, 2020 after the Company was able to secure additional capital as described in Note 8. In light of the adverse economic conditions caused by the COVID-19 pandemic, the Company implemented temporary salary and wage reductions averaging 20%, including a 21% reduction in base salary for the Company’s Chief Executive Officer and Chief Operating Officer. These salary reductions were effective as of April 6, 2020 until the earlier of December 31, 2020 or the Company’s restoring normal payroll rates to the majority of its employees. Members of the Company’s Board of Directors also agreed to a similar temporary reduction to their fees. In addition to the salary reductions, the Company also temporarily reduced certain employee benefits and implemented a new employee hiring freeze, during the three months ended June 30, 2020. The employee salary reductions and hiring restrictions were removed effective July 1, 2020 after the Company was able to secure additional capital as described in Note 8. The Company did not renew leases for its headquarters and temporary office spaces as additional means to reduce fixed costs and the Company intends to have all employees work from home for the foreseeable future to protect the health and safety of its workers. There can be no assurance that the Company will return to a typical office environment in the future, nor can the Company say what that office environment may look like. The Company also reduced and shifted marketing expenses in the second quarter and eliminated travel for the near-term future. These measures may not be sustainable and could prove detrimental long term. Therefore, management will be reviewing these initial actions and other options in conjunction with the changing internal and external economic conditions on an ongoing basis. Liquidity and Going Concern The Company’s consolidated financial statements are prepared using GAAP applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has incurred significant net losses and negative cash flow from operations for most periods since its inception, which has resulted in a total accumulated deficit of $68,339,372 as of June 30, 2020. For the six months ended June 30, 2020, the Company had a net loss of $7,954,603. Given the Company’s small market cap, extreme volatility and uncertainty in the financial markets, along with a line of credit that is only available on eligible accounts receivable invoices, coupled with expected reductions in future orders and receivables upon which to access funding, the Company applied for and on April 23, 2020 received a loan from Western Alliance Bank in the principal amount of $1,905,100 under the PPP (the “PPP Loan”), which was established under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), in order to retain its employees during this time of uncertainty. Subsequently, the Company filed a shelf registration statement on Form S-3 and raised gross proceeds of $15,361,853 in June 2020. The Company's cash balance as of June 30, 2020 was $20,820,273. With the cash on hand as of June 30, 2020, in addition to the PPP Loan (see Note 6), the Company expects to have sufficient cash reserves and financing sources available to cover expenses at least one ased on our current estimates of revenue and expenses for the next twelve months of operations. |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The accompanying consolidated balance sheet as of June 30, 2020, the consolidated statements of operations for the three and six months ended June 30, 2020 and 2019, the consolidated statements of stockholders' equity for the three and six months ended June 30, 2020 and 2019, and the consolidated statements of cash flows for the six months ended June 30, 2020 and 2019 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, 2019 has been derived from the audited consolidated financial statements at that date but, in accordance with the rules and regulations of the SEC, does not include all of the information and notes required by GAAP for complete financial statements. Operating results for the three and six months ended June 30, 2020 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, 2019 included in the Company's Annual Report on Form 10-K filed with the SEC on March 30, 2020. |
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. |
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. The extent to which COVID-19 impacts the Company’s business and financial results will depend on numerous evolving factors including, but not limited to: the magnitude and duration of COVID-19, the extent to which it will impact worldwide macroeconomic conditions, the speed of the anticipated recovery, access to capital markets, and governmental and business reactions to the pandemic. The Company assessed certain accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to the Company and the unknown future impacts of COVID-19 as of June 30, 2020 and through the date of the filing of this Quarterly Report on Form 10-Q. The accounting matters assessed included, but were not limited to estimates related to revenue, the accounting for potential liabilities and accrued expenses, the assumptions utilized in valuing stock-based compensation issued for services, the realization of deferred tax assets, and assessments of impairment related to long-lived assets and intangibles. The Company’s future assessment of the magnitude and duration of COVID-19, as well as other factors, could result in additional material impacts to the Company’s consolidated financial statements in future reporting periods. Despite the Company’s efforts, the ultimate impact of COVID-19 depends on factors beyond the Company’s knowledge or control, including the duration and severity of the outbreak, as well as third-party actions taken to contain its spread and mitigate its public health effects. As a result, the Company is unable to estimate the full extent to which COVID-19 will negatively impact its financial results or liquidity. However, in consideration of the effect of COVID-19 on the assumptions and estimates used in the preparation of the June 30, 2020 financial statements, the Company identified the goodwill impairment disclosed in Note 3 as a material adverse effect on its results of operations and financial position that was caused by COVID-19’s effect on economic conditions. |
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 The Company’s accounts receivable balance consists of net trade receivables and unbilled receivables. Trade receivables are customer obligations due under normal trade terms. Unbilled receivables represent amounts owed for work that has been performed, but not yet billed. The Company had trade receivables of $3,013,967 and unbilled receivables of $39,168 at June 30, 2020. The Company had trade receivables of $5,106,314 and unbilled receivables of $490,405 at December 31, 2019. 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 for doubtful accounts of $175,000 and $145,000 as of June 30, 2020 and December 31, 2019, 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 approximately 1% of revenue or less for the six months ended June 30, 2020 and 2019. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations of credit risk with respect to accounts receivable have been 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 one customer that accounted for 10% of total accounts receivable at June 30, 2020 and no customers that accounted for an aggregate of more than 10% of total accounts receivable at December 31, 2019. The Company had one customer that accounted for 10% of its revenue during the three months ended June 30, 2020 and no customer that accounted for more than 10% of its revenue during the three months ended June 30, 2019. The Company had no customers that accounted for more than 10% of its revenue during the six months ended June 30, 2020 or 2019. |
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 are 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 six months ended June 30, 2020 and 2019. |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill 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. For instance, in March 2020, the Company identified triggering events, including the reduction in its projected revenue due to adverse economic conditions caused by the COVID-19 pandemic, the continuation of a market capitalization below the Company’s carrying value, and uncertainty for recovery given the volatility of the capital markets surrounding COVID-19. Therefore, the Company performed an interim assessment of goodwill, as described in Note 3. 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 one reporting unit as of June 30, 2020. 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”) . |
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 3 for further details. |
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 4 for further details. |
Lessee, Leases [Policy Text Block] | Leases On January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) , which established 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 are classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The Company does not record leases on the balance sheet that have a lease term of 12 months or less at the commencement date. |
Revenue [Policy Text Block] | Revenue Recognition The Company historically generated 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 campaign management services (“Managed Services”); (2) revenue from fees charged to software 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”). After the migration of the last customers from the Ebyline platform to IZEAx in December 2019, there is no longer any revenue generated from Legacy Workflow Fees and all such revenue is reported as Marketplace Spend Fees under the IZEAx platform. 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 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, until February 2020, the 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 Fees Revenue Other Fees Revenue is generated when fees are charged to the Company’s platform users 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 is either below certain minimum thresholds or when accelerated payout timing is requested. one |
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 June 30, 2020 and 2019 were approximately $79,000 and $149,000, respectively. Advertising costs charged to operations for the six months ended June 30, 2020 and 2019 |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company has not recorded federal income tax expense due to its history 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 four 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 through 2019. On March 27, 2020, President Trump signed into law the CARES Act. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions, and technical corrections to tax depreciation methods for qualified improvement property. It also appropriated funds for the PPP loans that are forgivable in certain situations to promote continued employment, as well as Economic Injury Disaster Loans to provide liquidity to small businesses harmed by COVID-19. The Company has not yet deferred any payroll taxes or claimed any other tax benefits provided by the CARES Act, but it is currently examining any changes in final regulations to determine if there will be any impact on its business and tax positions. |
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 right-of-use liability as of December 31, 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. Unless otherwise disclosed, the fair values of the Company’s long-term debt obligations approximate their carrying value based upon current rates available to the Company. |
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 8) 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 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. For issuances after June 2019, the Company estimates the volatility of its common stock at the date of grant based on the volatility of its stock during the period. For issuances prior to June 30, 2019, the Company estimated the volatility of its common stock at the date of grant based on the volatility of comparable peer companies that were publicly traded and 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 six months ended June 30, 2020 and 2019: Three Months Ended Six Months Ended 2011 Equity Incentive Plans Assumptions June 30, June 30, June 30, June 30, Expected term 6 years 6 years 6 years 6 years Weighted average volatility 101.38% 61.85% 101.40% 62.01% Weighted average risk-free interest rate 0.44% 2.38% 0.49% 2.39% Expected dividends — — — — Weighted average expected forfeiture rate 8.21% 5.92% 8.50% 6.12% 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 is recorded as the fair value of the stock or units upon the issuance date and is expensed on a straight-line basis over the vesting period. See Note 8 for additional information related to these shares. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Pronouncements Recently Adopted Accounting Pronouncements 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 fair valued its right-of-use liability outstanding at December 31, 2019 as a Level 3. The adoption of ASU 2018-13 on January 1, 2020 was not material to the Company’s consolidated financial statements. 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. The amendments should be applied retrospectively to the date of initial application of ASC 606. 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 adopted ASU 2018-18 on January 1, 2020 and applied the amendments only to contracts that were not completed as of such date. The adoption of ASU 2018-18 was not material to the Company’s consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted 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 replaces 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, 2022, including interim periods within those fiscal years. The Company is currently evaluating the expected impact of adopting ASU 2016-13 on its consolidated financial statements and disclosures. Income Taxes: In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact on its consolidated financial statements and related disclosures. Investments - Equity Securities: In January 2020, the FASB issued ASU No. 2020-01, Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions between Topic 321, 323 and Topic 815 (“ASU 2020-01”) to clarify the scope and interaction between these standards for equity securities, equity method and certain derivatives. ASU 2020-01 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact on its consolidated financial statements and related disclosures. Reference Rate Reform: In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”) . ASU 2020-04 provides optional guidance for a limited time to ease the potential burden in accounting for reference rate reform. It also provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. ASU 2020-04 applies only to contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. ASU 2020-04 is effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The Company believes this guidance will not have a material impact on its financial statements. |
Company and Summary of Signif_3
Company and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule Of Estimated Useful Lives Of Property Plant And Equipment [Table Text Block] | Depreciation and amortization are 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 six months ended June 30, 2020 and 2019: Three Months Ended Six Months Ended 2011 Equity Incentive Plans Assumptions June 30, June 30, June 30, June 30, Expected term 6 years 6 years 6 years 6 years Weighted average volatility 101.38% 61.85% 101.40% 62.01% Weighted average risk-free interest rate 0.44% 2.38% 0.49% 2.39% Expected dividends — — — — Weighted average expected forfeiture rate 8.21% 5.92% 8.50% 6.12% |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment consist of the following: June 30, 2020 December 31, 2019 Furniture and fixtures $ 226,577 $ 298,205 Office equipment 64,891 86,884 Computer equipment 501,299 455,008 Leasehold improvements — 338,018 Total 792,767 1,178,115 Less accumulated depreciation and amortization (510,685) (868,335) Property and equipment, net $ 282,082 $ 309,780 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | The identifiable intangible assets, other than Goodwill, consists of the following assets: June 30, 2020 December 31, 2019 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 87,000 1 Developed technology 820,000 770,167 820,000 622,167 5 Self-service content customers 2,810,000 1,871,111 2,810,000 1,437,778 3 Managed content customers 2,140,000 2,140,000 2,140,000 2,140,000 3 Domains 166,469 149,822 166,469 133,175 5 Embedded non-compete provision 28,000 26,833 28,000 19,833 2 Total $ 6,211,469 $ 5,204,933 $ 6,211,469 $ 4,599,953 Total identifiable intangible assets from the Company’s acquisitions and other acquired assets net of accumulated amortization thereon consists of the following: June 30, 2020 December 31, 2019 Ebyline Intangible Assets $ 2,370,000 $ 2,370,000 ZenContent Intangible Assets 722,000 722,000 Domains 166,469 166,469 TapInfluence Intangible Assets 2,953,000 2,953,000 Total $ 6,211,469 $ 6,211,469 Less accumulated amortization (5,204,933) (4,599,953) Intangible assets, net $ 1,006,536 $ 1,611,516 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | As of June 30, 2020, future estimated amortization expense related to identifiable intangible assets is set forth in the following schedule: Intangible Asset Remainder of 2020 $ 474,147 2021 532,389 Total $ 1,006,536 |
Schedule of Goodwill [Table Text Block] | The Company’s goodwill balance changed as follows: Amount Balance on December 31, 2019 $ 8,316,722 Acquisitions, impairments or other changes during 2020 (4,300,000) Balance on June 30, 2020 $ 4,016,722 |
Software Development Costs (Tab
Software Development Costs (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | The identifiable intangible assets, other than Goodwill, consists of the following assets: June 30, 2020 December 31, 2019 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 87,000 1 Developed technology 820,000 770,167 820,000 622,167 5 Self-service content customers 2,810,000 1,871,111 2,810,000 1,437,778 3 Managed content customers 2,140,000 2,140,000 2,140,000 2,140,000 3 Domains 166,469 149,822 166,469 133,175 5 Embedded non-compete provision 28,000 26,833 28,000 19,833 2 Total $ 6,211,469 $ 5,204,933 $ 6,211,469 $ 4,599,953 Total identifiable intangible assets from the Company’s acquisitions and other acquired assets net of accumulated amortization thereon consists of the following: June 30, 2020 December 31, 2019 Ebyline Intangible Assets $ 2,370,000 $ 2,370,000 ZenContent Intangible Assets 722,000 722,000 Domains 166,469 166,469 TapInfluence Intangible Assets 2,953,000 2,953,000 Total $ 6,211,469 $ 6,211,469 Less accumulated amortization (5,204,933) (4,599,953) Intangible assets, net $ 1,006,536 $ 1,611,516 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | As of June 30, 2020, future estimated amortization expense related to identifiable intangible assets is set forth in the following schedule: Intangible Asset Remainder of 2020 $ 474,147 2021 532,389 Total $ 1,006,536 |
Software Development [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Software development costs consists of the following: June 30, 2020 December 31, 2019 Software development costs $ 2,770,146 $ 2,673,017 Less accumulated amortization (1,356,226) (1,153,037) Software development costs, net $ 1,413,920 $ 1,519,980 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | As of June 30, 2020, future estimated amortization expense related to software development costs is set forth in the following schedule: Software Development Amortization Expense Remainder of 2020 $ 201,500 2021 402,508 2022 347,141 2023 306,352 2024 124,431 Thereafter 31,988 Total $ 1,413,920 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities [Table Text Block] | Accrued expenses consist of the following: June 30, 2020 December 31, 2019 Accrued payroll liabilities $ 1,069,490 $ 1,202,765 Accrued taxes 165,150 117,698 Current portion of finance obligation 28,603 26,837 Accrued other 24,409 30,256 Total accrued liabilities $ 1,287,652 $ 1,377,556 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
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 restricted stock issued during the year ended December 31, 2019 and the six months ended June 30, 2020: 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 (139,157) 2.24 Forfeited (8,057) 3.18 Nonvested at December 31, 2019 31,282 $ 2.15 1.9 Granted 390,625 0.32 Vested (207,631) 0.46 Forfeited — Nonvested at June 30, 2020 214,276 $ 0.50 0.6 |
Schedule of Nonvested Restricted Stock Units Activity [Table Text Block] | The following table contains summarized information about restricted stock units during the year ended December 31, 2019 and the six months ended June 30, 2020: Restricted Stock Units Common Shares Weighted Average Weighted Average Nonvested at December 31, 2018 160,000 $ 1.04 1.0 Granted 410,437 0.40 Vested (149,290) 0.79 Forfeited (54,335) 1.04 Nonvested at December 31, 2019 366,812 $ 0.42 3.2 Granted 802,471 0.27 Vested (76,523) 0.49 Forfeited (5,000) 0.28 Nonvested at June 30, 2020 1,087,760 $ 0.31 1.6 |
Share-based Payment Arrangement, Option, Activity [Table Text Block] | A summary of option activity under the 2011 Equity Incentive Plans during the year ended December 31, 2019 and the six months ended June 30, 2020, is presented below: Options Outstanding Common Shares Weighted Average Weighted Average Outstanding at December 31, 2018 1,040,477 $ 5.23 6.5 Granted 586,552 0.67 Expired (147,313) 7.59 Forfeited (121,879) 2.70 Outstanding at December 31, 2019 1,357,837 $ 3.24 7.2 Granted 217,580 0.18 Exercised (369) 1.00 Expired — — Forfeited (28,589) 5.18 Outstanding at June 30, 2020 1,546,459 $ 2.77 7.2 Exercisable at June 30, 2020 856,763 $ 4.40 5.7 |
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 six months ended June 30, 2020 and 2019: Three Months Ended Six Months Ended 2011 Equity Incentive Plans Assumptions June 30, June 30, June 30, June 30, Expected term 6 years 6 years 6 years 6 years Weighted average volatility 101.38% 61.85% 101.40% 62.01% Weighted average risk-free interest rate 0.44% 2.38% 0.49% 2.39% Expected dividends — — — — Weighted average expected forfeiture rate 8.21% 5.92% 8.50% 6.12% |
Schedule of Share-based Compensation, Employee Stock Purchase Plan, Activity [Table Text Block] | Total stock-based compensation expense recognized on restricted stock, restricted stock units, stock options and the employee stock purchase plan issuances during the three and six months ended June 30, 2020 and 2019 was recorded in the Company’s consolidated statements of operations as follows: Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, Cost of revenue $ 7,565 $ 2,154 $ 14,569 $ 5,040 Sales and marketing 17,587 5,598 39,643 11,934 General and administrative 93,555 149,576 194,066 301,231 Total stock-based compensation $ 118,707 $ 157,328 $ 248,278 $ 318,205 |
Equity Incentive 2011 Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The following table shows the number of stock options granted under the Company’s 2011 Equity Incentive Plans and the assumptions used to determine the fair value of those options during the six months ended June 30, 2020 and 2019: Period Ended Total Stock Weighted-Average Exercise Price Weighted-Average Expected Term Weighted-Average Volatility Weighted-Average Risk-Free Interest Rate Weighted-Average June 30, 2019 30,542 $1.46 6 years 62.01% 2.39% $0.91 June 30, 2020 217,580 $0.18 6 years 101.40% 0.49% $0.16 |
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 during the year ended December 31, 2019 and the six months ended June 30, 2020, is presented below: Nonvested Options Common Shares Weighted Average Weighted Average Nonvested at December 31, 2018 300,510 $ 0.80 2.4 Granted 586,552 0.40 Vested (197,202) 1.44 Forfeited (89,081) 0.80 Nonvested at December 31, 2019 600,779 $ 0.64 3.0 Granted 217,580 0.16 Vested (123,330) 0.80 Forfeited (5,333) 1.04 Nonvested at June 30, 2020 689,696 $ 0.48 2.6 |
Loss Per Common Share (Tables)
Loss Per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | 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 Six Months Ended June 30, June 30, June 30, June 30, Net loss $ (1,791,142) $ (1,992,386) $ (7,954,603) $ (3,822,966) Weighted average shares outstanding - basic and diluted 36,108,073 22,277,677 35,394,639 17,466,784 Basic and diluted loss per common share $ (0.05) $ (0.09) $ (0.22) $ (0.22) |
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 Six Months Ended June 30, June 30, June 30, June 30, Stock options 1,544,843 1,173,705 1,451,671 1,101,589 Restricted stock units 1,070,733 212,939 941,710 237,496 Restricted stock 282,809 132,056 334,509 119,473 Warrants 12,500 17,500 13,104 17,500 Total excluded shares 2,910,885 1,536,200 2,740,994 1,476,058 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
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 Six Months Ended June 30, June 30, June 30, June 30, Managed Services Revenue $ 2,490,343 $ 2,991,571 $ 6,615,404 $ 6,858,803 Legacy Workflow Fees — 44,291 — 91,621 Marketplace Spend Fees 195,894 314,638 362,187 689,291 License Fees 408,728 548,494 825,544 1,039,588 Other Fees 40,074 24,870 95,572 38,317 SaaS Services Revenue 644,696 932,293 1,283,303 1,858,817 Total Revenue $ 3,135,039 $ 3,923,864 $ 7,898,707 $ 8,717,620 The following table provides the Company’s revenues as determined by the country of domicile: Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, United States $ 3,068,785 $ 3,508,997 $ 7,646,793 $ 7,784,416 Canada 66,254 414,867 251,914 933,204 Total $ 3,135,039 $ 3,923,864 $ 7,898,707 $ 8,717,620 |
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. June 30, December 31, 2019 Accounts receivable, net $ 3,053,135 $ 5,596,719 Contract liabilities (unearned revenue) $ 5,841,264 $ 6,466,766 |
Company and Summary of Signif_4
Company and Summary of Significant Accounting Policies - Liquidity and Going Concern (Details) - USD ($) | Apr. 23, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 |
Significant Accounting Policies [Line Items] | ||||||
Wage reduction due to pandemic, percentage | 20.00% | |||||
Retained Earnings (Accumulated Deficit) | $ (68,339,372) | $ (68,339,372) | $ (60,384,769) | |||
Net Income (Loss) Attributable to Parent | (1,791,142) | $ (1,992,386) | (7,954,603) | $ (3,822,966) | ||
Cash and cash equivalents | $ 20,820,273 | $ 20,820,273 | $ 5,884,629 | |||
Period which cash reserves and financing sources are expected to be available to cover expenses | 1 year | |||||
At the Market (ATM) Offering [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Proceeds from Issuance or Sale of Equity | $ 15,361,853 | |||||
Chief Executive Officer and Chief Operating Officer [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Wage reduction due to pandemic, percentage | 21.00% | |||||
SBA Loan - Paycheck Protection Program [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Proceeds from Loans | $ 1,905,100 |
Company and Summary of Signif_5
Company and Summary of Significant Accounting Policies - Accounts Receivable and Concentration of Credit Risk (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Concentration Risk [Line Items] | ||||
Accounts Receivable, before Allowance for Credit Loss | $ 3,013,967 | $ 5,106,314 | ||
Unbilled Receivables, Current | 39,168 | 490,405 | ||
Allowance for doubtful accounts receivable | $ 175,000 | $ 145,000 | ||
Bad debt expense percentage of revenues (percentage) | 1.00% | 1.00% | ||
Accounts Receivable [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, customer | no | one | ||
Revenue, major customer (percentage) | 10.00% | |||
Revenue from Contract with Customer Benchmark [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, customer | no | |||
Revenue, major customer (percentage) | 10.00% |
Company and Summary of Signif_6
Company and Summary of Significant Accounting Policies - Property and Equipment (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Significant Accounting Policies [Line Items] | ||
Tangible Asset Impairment Charges | $ 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 (Details) | 6 Months Ended |
Jun. 30, 2020operating_units | |
Accounting Policies [Abstract] | |
Number of reporting units | 1 |
Company and Summary of Signif_8
Company and Summary of Significant Accounting Policies - Intangible Assets (Details) | 6 Months Ended |
Jun. 30, 2020 | |
Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life (in years) | 12 years |
Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life (in years) | 60 years |
Company and Summary of Signif_9
Company and Summary of Significant Accounting Policies - Software Development Costs (Details) | 6 Months Ended |
Jun. 30, 2020 | |
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) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Lease term | 12 months |
Company and Summary of Signi_11
Company and Summary of Significant Accounting Policies - Revenue Recognition (Details) | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Significant Accounting Policies [Line Items] | |
Invoice payment terms | 30 days |
Contract assets and contract liabilities length of agreement with customers | 1 year |
Legacy Workflow Fees [Member] | |
Significant Accounting Policies [Line Items] | |
Revenue from Contract with Customer, Including Assessed Tax | $ 0 |
Company and Summary of Signi_12
Company and Summary of Significant Accounting Policies - Advertising Costs (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Selling and Marketing Expense [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Advertising costs | $ 79,000 | $ 149,000 | $ 246,000 | $ 227,000 |
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 | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Significant Accounting Policies [Line Items] | ||||
Expected term (in years) | 6 years | 6 years | 6 years | 6 years |
Weighted average volatility (percentage) | 101.38% | 61.85% | 101.40% | 62.01% |
Weighted average risk free interest rate (percentage) | 0.44% | 2.38% | 0.49% | 2.39% |
Expected dividends | 0.00% | 0.00% | 0.00% | 0.00% |
Weighted-average expected forfeiture rate (percentage) | 8.21% | 5.92% | 8.50% | 6.12% |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||||
Property and equipment gross | $ 792,767 | $ 792,767 | $ 1,178,115 | ||
Less accumulated depreciation and amortization | (510,685) | (510,685) | (868,335) | ||
Property and equipment, net | 282,082 | 282,082 | 309,780 | ||
Depreciation | 70,207 | $ 74,422 | |||
Furniture and Fixtures [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment gross | 226,577 | 226,577 | 298,205 | ||
Office Equipment [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment gross | 64,891 | 64,891 | 86,884 | ||
Computer Equipment [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment gross | 501,299 | 501,299 | 455,008 | ||
Leasehold Improvements [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment gross | 0 | 0 | $ 338,018 | ||
Depreciation and Amortization Expense [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Depreciation | $ 34,578 | $ 35,946 | $ 70,207 | $ 74,422 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Identifiable Intangible Assets (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 6,211,469 | $ 6,211,469 |
Less accumulated amortization | (5,204,933) | (4,599,953) |
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) | (87,000) |
Useful life (in years) | 1 year | |
Developed Technology Rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 820,000 | 820,000 |
Less accumulated amortization | $ (770,167) | (622,167) |
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 | $ (1,871,111) | (1,437,778) |
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) | (2,140,000) |
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 | $ (149,822) | (133,175) |
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 | $ (26,833) | $ (19,833) |
Useful life (in years) | 2 years |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Other Acquired Assets (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 6,211,469 | $ 6,211,469 |
Less accumulated amortization | (5,204,933) | (4,599,953) |
Intangible assets, net | 1,006,536 | 1,611,516 |
Domains [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | 166,469 | 166,469 |
Less accumulated amortization | (149,822) | (133,175) |
ZenContent [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | 722,000 | 722,000 |
TapInfluence, Inc. [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | 2,953,000 | 2,953,000 |
Ebyline, Inc. [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 2,370,000 | $ 2,370,000 |
Intangible Assets - (Details)
Intangible Assets - (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Impairment of Intangible Assets, Finite-lived | $ 0 | |||
Impairment of intangible assets | $ 0 | $ 0 | $ 4,300,000 | 0 |
Acquired finite-lived intangible assets, weighted average useful life (years) | 1 year 4 months | |||
Cost of Acquired Technology [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $ 148,000 | 113,000 | ||
Depreciation and Amortization Expense [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $ 604,980 | $ 645,814 |
Intangible Assets - Schedule _3
Intangible Assets - Schedule of Future Estimated Amortization Expense for Identifiable Intangible Assets (Details) | Jun. 30, 2020USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Finite-lived intangible assets, remainder of 2020 | $ 474,147 |
Finite-lived intangible assets, 2021 | 532,389 |
Finite-lived intangible assets, Total | $ 1,006,536 |
Intangible Assets - Goodwill Ba
Intangible Assets - Goodwill Balance (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Goodwill, beginning balance | $ 8,316,722 | |||
Acquisitions, impairments or other changes during 2020 | $ 0 | $ 0 | (4,300,000) | $ 0 |
Goodwill, ending balance | $ 4,016,722 | $ 4,016,722 |
Software Development Costs - Sc
Software Development Costs - Schedule of Software Development Cost (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Research and Development [Abstract] | ||
Software development costs | $ 2,770,146 | $ 2,673,017 |
Less accumulated amortization | (1,356,226) | (1,153,037) |
Software development costs, net | $ 1,413,920 | $ 1,519,980 |
Software Development Costs - _2
Software Development Costs - Schedule of Future Estimated Amortization Expense (Details) | Jun. 30, 2020USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Software Amortization Expense, 2021 | $ 532,389 |
Software Amortization Expense, Total | 1,006,536 |
Software and Software Development Costs [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Software Amortization Expense, Remainder of 2020 | 201,500 |
Software Amortization Expense, 2021 | 402,508 |
Software Amortization Expense, 2022 | 347,141 |
Software Amortization Expense, 2023 | 306,352 |
Software Amortization Expense, 2024 | 124,431 |
Software Amortization Expense, Thereafter | 31,988 |
Software Amortization Expense, Total | $ 1,413,920 |
Software Development Costs (Det
Software Development Costs (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Capitalized computer software, additions | $ 97,129 | $ 451,619 | |||
Capitalized computer software, gross | $ 2,770,146 | 2,770,146 | $ 2,673,017 | ||
Depreciation and Amortization Expense [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Capitalized computer software, amortization | $ 102,539 | $ 89,251 | $ 203,189 | $ 164,093 | |
Maximum [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful life (in years) | 60 years | ||||
Maximum [Member] | Software Development [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful life (in years) | 5 years |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Accrued payroll liabilities | $ 1,069,490 | $ 1,202,765 |
Accrued taxes | 165,150 | 117,698 |
Current portion of finance obligation | 28,603 | 26,837 |
Accrued other | 24,409 | 30,256 |
Total accrued liabilities | $ 1,287,652 | $ 1,377,556 |
Debt (Details)
Debt (Details) | 6 Months Ended | |||
Jun. 30, 2020USD ($) | Jun. 30, 2020CAD ($) | Jun. 30, 2020CAD ($) | Apr. 23, 2020USD ($) | |
Canada Emergency Business Account Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Periodic Payment, Principal | $ 0 | |||
Debt Instrument, Periodic Payment, Interest | 0 | |||
Debt Instrument, Decrease, Forgiveness | 10,000 | |||
Amount of loan to be repaid for debt forgiveness | $ 30,000 | |||
Debt Instrument, Face Amount | $ 40,000 | $ 29,487 | ||
Percentage of loan to be repaid for debt forgiveness | 75.00% | 75.00% | ||
SBA Loan - Paycheck Protection Program [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Face Amount | $ 1,905,100 |
Commitments and Contingencies -
Commitments and Contingencies - Secured Credit Facility (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Other Commitments [Line Items] | |||||
Line of credit facility, current borrowing capacity | $ 2,400,000 | $ 2,400,000 | |||
Business Financing Modification Agreement [Member] | Secured Line of Credit Facility [Member] | |||||
Other Commitments [Line Items] | |||||
Eligible securitization percentage of accounts receivable (percentage) | 80.00% | 80.00% | |||
Line of credit facility, maximum borrowing capacity | $ 5,000,000 | $ 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 | $ 1,000 | |||
Debt instrument, description of variable rate basis | prime plus 1.5% | ||||
Debt instrument, description of default rate of interest | prime plus 7% | ||||
Long-term Line of Credit | 0 | $ 0 | $ 0 | ||
Debt issuance cost amortization period (years) | 1 year | ||||
Interest Expense [Member] | |||||
Other Commitments [Line Items] | |||||
Amortization of debt issuance costs | $ 5,250 | $ 6,303 | $ 10,500 | $ 14,714 |
Commitments and Contingencies_2
Commitments and Contingencies - Lease Commitments (Details) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)leases | Jun. 30, 2019USD ($) | Jan. 01, 2019USD ($) | |
Other Commitments [Line Items] | |||||
Number of finance lease obligations | 0 | ||||
Operating lease, right-of-use asset | $ 410,852 | ||||
Operating lease, right-of-use asset, amortization | $ 24,024 | ||||
Lessee, operating lease, discount rate | 9.50% | ||||
Operating lease payment | $ 113,516 | $ 170,273 | |||
Operating Lease, Liability | $ 399,892 | ||||
Number of material leases | leases | 1 | ||||
Deferred Costs | $ 17,500 | $ 17,500 | |||
General and Administrative Expense [Member] | |||||
Other Commitments [Line Items] | |||||
Operating leases, rent expense | $ 76,545 | $ 150,082 | $ 224,528 | $ 304,779 |
Stockholders' Equity - Authoriz
Stockholders' Equity - Authorized Shares (Detail) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
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 - Sales of
Stockholders' Equity - Sales of Securities (Details) - USD ($) | May 10, 2019 | Jun. 30, 2020 | Jun. 12, 2020 | Dec. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock, shares authorized (shares) | 200,000,000 | 200,000,000 | ||
At the Market (ATM) Offering [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock, shares authorized (shares) | 40,000,000 | |||
Sale of Stock, Number of Shares Issued in Transaction | 6,856,241 | |||
Sale of Stock, Price Per Share | $ 2.24 | |||
Proceeds from Issuance or Sale of Equity | $ 15,361,853 | |||
May 2019 Public Offering [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Sale of Stock, Number of Shares Issued in Transaction | 14,285,714 | |||
Sale of Stock, Price Per Share | $ 0.70 | |||
Proceeds from Issuance or Sale of Equity | $ 10,000,000 | |||
Sale of Stock, Consideration Received on Transaction | $ 9,200,000 | |||
May 2019 Public Offering [Member] | Chief Executive Officer [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Sale of Stock, Number of Shares Issued in Transaction | 21,428 | |||
May 2019 Public Offering [Member] | Chief Financial Officer [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Sale of Stock, Number of Shares Issued in Transaction | 42,857 |
Stockholders' Equity - Stock Is
Stockholders' Equity - Stock Issued for Acquisitions (Details) - TapInfluence, Inc. [Member] | Jan. 26, 2019USD ($)$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Business acquisition, equity interest issued or issuable, number of shares | shares | 660,136 |
Business acquisition equity interest issued or issuable, value assigned | $ | $ 884,583 |
Business acquisition share price | $ / shares | $ 1.34 |
Loss on settlement of acquisition payments | $ | $ 191,439 |
Actual closing market price of common stock | $ / shares | $ 1.63 |
Stockholders' Equity - Equity I
Stockholders' Equity - Equity Incentive Plan (Details) - shares | Jun. 30, 2020 | 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) | 957,782 | |
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) | 4,500,000 |
Stockholders' Equity - Restrict
Stockholders' Equity - Restricted Stock (Details) | Mar. 29, 2019USD ($)shares | Aug. 14, 2017USD ($) | Jan. 31, 2020USD ($)directorsshares | Jan. 31, 2019USD ($)directorsshares | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($)shares | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)shares | Jun. 30, 2019USD ($) | Dec. 31, 2019shares | Dec. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of independent directors | directors | 5 | 6 | |||||||||
Stock issued for payment of services | $ 31,249 | $ 37,497 | $ 62,499 | $ 74,995 | |||||||
Fair value of common stock issued for future services | $ 125,000 | 192,550 | |||||||||
Restricted stock | |||||||||||
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, Forfeited in Period | shares | 0 | 8,057 | |||||||||
Restricted stock or unit expense | 7,133 | 44,845 | $ 20,668 | 83,257 | |||||||
Restricted stock units, nonvested weighted average remaining contractual terms | 7 months 6 days | 1 year 10 months 24 days | 1 year 4 months 24 days | ||||||||
Adjustments to additional paid in capital, share-based compensation, requisite service period recognition (in dollars) | 31,249 | $ 37,497 | $ 62,499 | $ 74,995 | |||||||
Restricted stock | Independent Directors [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock issued for payment of services (shares) | shares | 390,625 | 88,758 | |||||||||
Chief Executive Officer [Member] | Restricted stock | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock issued for payment of services | $ 36,427 | ||||||||||
Number of vesting period equal monthly installments | 12 months | ||||||||||
Stock issued for payment of services (shares) | shares | 27,184 | ||||||||||
Chief Operating Officer [Member] | Restricted stock | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock issued for payment of services | $ 6,124 | ||||||||||
Number of vesting period equal monthly installments | 48 months | ||||||||||
Stock issued for payment of services (shares) | shares | 4,570 | ||||||||||
Director [Member] | Restricted stock | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Shares Issued, Value, Share-based Payment Arrangement, Forfeited | $ 8,335 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | shares | 4,932 | ||||||||||
Independent Directors [Member] | Restricted stock | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock issued for payment of services | $ 125,000 | $ 150,000 | |||||||||
Equity Incentive 2011 Plan [Member] | Restricted stock | |||||||||||
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 | $ 244,275 | 244,275 | |||||||||
Fair value of common stock issued for future services | $ 106,712 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Non-Vested Restricted Stock (Details) - Restricted Stock [Member] - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Dec. 31, 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 | 31,282 | 57,984 | |
Restricted stock units, nonvested grants in period | 390,625 | 120,512 | |
Restricted stock units, nonvested vested in period | (207,631) | (139,157) | |
Restricted stock units, nonvested forfeited in period | 0 | (8,057) | |
Restricted stock units, nonvested ending of period | 214,276 | 31,282 | 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 | $ 2.15 | $ 3.70 | |
Restricted stock units, nonvested grants in period, weighted average grant date fair value | 0.32 | 1.60 | |
Restricted stock units , nonvested vested in period, weighted average grant date fair value | 0.46 | 2.24 | |
Restricted stock units, nonvested forfeited in period, weighted average grant date fair value | 3.18 | ||
Restricted stock units, nonvested weighted average grant date fair value | $ 0.50 | $ 2.15 | $ 3.70 |
Restricted stock units, nonvested weighted average remaining contractual terms | 7 months 6 days | 1 year 10 months 24 days | 1 year 4 months 24 days |
Stockholders' Equity - Restri_2
Stockholders' Equity - Restricted Stock Units (Details) | May 31, 2020USD ($)shares | Apr. 03, 2020USD ($)shares | Jan. 04, 2020USD ($)employeeshares | Aug. 29, 2019USD ($)shares | May 17, 2019USD ($)shares | May 14, 2019USD ($)shares | Jun. 30, 2020USD ($)$ / shares | Mar. 31, 2020USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)$ / shares | Jun. 30, 2019USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Fair value of common stock issued for future services, net | $ 125,000 | $ 192,550 | |||||||||||
Stock issued for payment of services, net | $ 31,249 | $ 37,497 | $ 62,499 | $ 74,995 | |||||||||
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 | $ 1,240,046 | $ 1,240,046 | |||||||||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, future compensation expected to vest over weighted average vesting period | $ 58,477 | $ 54,948 | $ 22,483 | $ 115,084 | |||||||||
Fair value of common stock issued for future services, net | $ 254,747 | ||||||||||||
Restricted stock units, nonvested weighted average remaining contractual terms | 1 year 7 months 6 days | 3 years 2 months 12 days | 1 year | ||||||||||
Chief Operating 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) | shares | 3,347 | 31,271 | 84,994 | ||||||||||
Stock issued for payment of services, net | $ 2,041 | $ 4,838 | $ 23,739 | ||||||||||
Stock issued during period, vesting period | 48 months | ||||||||||||
Sale of Stock, Vesting Period | 48 months | ||||||||||||
Chief Operating Officer [Member] | Additional incentive compensation for restricted stock units [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock issued for payment of services, net (shares) | shares | 100,000 | ||||||||||||
Stock issued for payment of services, net | $ 27,930 | ||||||||||||
Employees [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) | shares | 500,000 | ||||||||||||
Stock issued for payment of services, net | $ 139,650 | ||||||||||||
Number of employees issued restricted common stock | employee | 20 | ||||||||||||
Employees [Member] | Additional incentive compensation for restricted stock units [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock issued during period, vesting period | 12 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) | shares | 890 | ||||||||||||
Stock issued for payment of services, net | $ 578 | ||||||||||||
Sale of Stock, Vesting Period | 12 months | ||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Forfeited | shares | 667 | ||||||||||||
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) | shares | 14,918 | 65,531 | 258,312 | 131,235 | |||||||||
Stock issued for payment of services, net | $ 9,097 | $ 10,138 | $ 82,660 | $ 76,510 | |||||||||
Sale of Stock, Vesting Period | 36 months | 36 months | 48 months | 36 months |
Stockholders' Equity - Restri_3
Stockholders' Equity - Restricted Stock Units Schedule (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Dec. 31, 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 | 366,812 | 160,000 | |
Restricted stock units, nonvested grants in period | 802,471 | 410,437 | |
Restricted stock units, nonvested vested in period | (76,523) | (149,290) | |
Restricted stock units, nonvested forfeited in period | (5,000) | (54,335) | |
Restricted stock units, nonvested ending of period | 1,087,760 | 366,812 | 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 | $ 0.42 | $ 1.04 | |
Restricted stock units, nonvested grants in period, weighted average grant date fair value | 0.27 | 0.40 | |
Restricted stock units , nonvested vested in period, weighted average grant date fair value | 0.49 | 0.79 | |
Restricted stock units, nonvested forfeited in period, weighted average grant date fair value | 0.28 | 1.04 | |
Restricted stock units, nonvested weighted average grant date fair value | $ 0.31 | $ 0.42 | $ 1.04 |
Restricted stock units, nonvested weighted average remaining contractual terms | 1 year 7 months 6 days | 3 years 2 months 12 days | 1 year |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Options (Details) - USD ($) | Aug. 22, 2011 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock option plan expense | $ 52,702 | $ 90,000 | $ 111,753 | $ 180,000 | |||
Common stock, par value (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Percentage of individual ownership of common stock (percentage) | 10.00% | ||||||
Share-based compensation arrangement by share-based payment award, options, outstanding, intrinsic value | $ 465,907 | $ 465,907 | |||||
Proceeds from Stock Options Exercised | 369 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 265 | ||||||
Equity Incentive 2011 Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common shares outstanding | 1,546,459 | 1,546,459 | 1,357,837 | 1,040,477 | |||
Weighted average remaining life (years), outstanding | 7 years 2 months 12 days | 7 years 2 months 12 days | 6 years 6 months | ||||
Common shares expected to vest | 856,763 | 856,763 | |||||
Common shares expected to vest weighted average | $ 4.40 | $ 4.40 | |||||
Common shares, exercised | 369 | 0 | |||||
Share-based compensation arrangement by share-based payment award, options, exercisable, intrinsic value | $ 76,786 | $ 76,786 | |||||
Weighted average remaining years to vest (in years) | 2 years 7 months 6 days | 3 years | 2 years 4 months 24 days | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Option, Nonvested, Weighted Average Exercise Price | $ 0.48 | $ 0.48 | $ 0.64 | $ 0.80 | |||
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 | $ 273,517 | $ 273,517 | |||||
Restricted Stock [Member] | Equity Incentive 2011 Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock, par value (per share) | $ 1.14 | $ 1.14 | |||||
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) - Equity Incentive 2011 Plan [Member] - $ / shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||
Common shares, outstanding beginning of period | 1,357,837 | 1,040,477 | 1,040,477 | |
Common shares, granted | 217,580 | 30,542 | 586,552 | |
Common shares, exercised | (369) | 0 | ||
Common shares, expired | 0 | (147,313) | ||
Common shares, forfeited | (28,589) | (121,879) | ||
Common shares, outstanding end of period | 1,546,459 | 1,357,837 | 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 | $ 3.24 | $ 5.23 | $ 5.23 | |
Weighted average exercise price, granted | 0.18 | $ 1.46 | 0.67 | |
Weighted average exercise price, exercised | 1 | |||
Weighted average exercise price,expired | 0 | 7.59 | ||
Weighted average exercise price, forfeited | 5.18 | 2.70 | ||
Weighted average exercise price, end of period | $ 2.77 | $ 3.24 | $ 5.23 | |
Weighted average remaining life (years), outstanding | 7 years 2 months 12 days | 7 years 2 months 12 days | 6 years 6 months | |
Common shares expected to vest | 856,763 | |||
Common shares expected to vest weighted average | $ 4.40 | |||
Weighted average remaining useful life exercisable | 5 years 8 months 12 days |
Stockholders' Equity - Schedu_3
Stockholders' Equity - Schedule of Nonvested Stock Option (Details) - Equity Incentive 2011 Plan [Member] - $ / shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | ||||
Common shares, nonvested beginning of period | 600,779 | 300,510 | 300,510 | |
Common shares, granted | 217,580 | 30,542 | 586,552 | |
Common shares, vested | (123,330) | (197,202) | ||
Common shares, forfeited | (5,333) | (89,081) | ||
Common shares, nonvested end of period | 689,696 | 600,779 | 300,510 | |
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 | $ 0.64 | $ 0.80 | $ 0.80 | |
Weighted average grant date fair value, granted | 0.16 | $ 0.91 | 0.40 | |
Weighted average grant date fair value, vested | 0.80 | 1.44 | ||
Weighted average grant date fair value, forfeited | 1.04 | 0.80 | ||
Weighted average grant date fair value, nonvested end of period | $ 0.48 | $ 0.64 | $ 0.80 | |
Weighted average remaining years to vest (in years) | 2 years 7 months 6 days | 3 years | 2 years 4 months 24 days |
Stockholders' Equity - Stock _2
Stockholders' Equity - Stock Option Assumptions (Details) - Equity Incentive 2011 Plan [Member] - $ / shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total stock options granted | 217,580 | 30,542 | 586,552 | ||
Weighted average exercise price, granted | $ 0.18 | $ 1.46 | $ 0.67 | ||
Weighted-average expected term (in years) | 6 years | 6 years | 6 years | 6 years | |
Weighted average volatility (percentage) | 101.38% | 61.85% | 101.40% | 62.01% | |
Weighted average risk free interest rate (percentage) | 0.44% | 2.38% | 0.49% | 2.39% | |
Weighted average grant date fair value, granted | $ 0.16 | $ 0.91 | $ 0.40 |
Stockholders' Equity - Employee
Stockholders' Equity - Employee Stock Purchase Plan (Details) | Dec. 18, 2018USD ($)hoursshares | Jun. 30, 2020USD ($)shares | Jun. 30, 2019USD ($)shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 9,665 | 7,099 | |
Proceeds Employee Stock Purchase Plans | $ | $ 1,944 | $ 3,096 | |
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) | 500,000 | 401,152 | |
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) | 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 | 2,000 | ||
Fair market value of shares available for issuance (percentage) | 85.00% |
Stockholders' Equity - Summary
Stockholders' Equity - Summary Stock-Based Compensation (Details) - Stock options - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
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) | $ 118,707 | $ 157,328 | $ 248,278 | $ 318,205 |
Cost of revenue [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) | 7,565 | 2,154 | 14,569 | 5,040 |
Selling and Marketing Expense [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) | 17,587 | 5,598 | 39,643 | 11,934 |
General and Administrative Expense [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) | $ 93,555 | $ 149,576 | $ 194,066 | $ 301,231 |
Stockholders' Equity - Share Re
Stockholders' Equity - Share Repurchase Program (Details) - USD ($) | Jul. 03, 2019 | Jun. 30, 2020 | Jun. 30, 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 | |||
Proceeds Employee Stock Purchase Plans | $ 1,944 | $ 3,096 |
Loss Per Common Share (Details)
Loss Per Common Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Earnings Per Share [Abstract] | ||||
Net loss | $ (1,791,142) | $ (1,992,386) | $ (7,954,603) | $ (3,822,966) |
Weighted average common shares outstanding – basic and diluted | 36,108,073 | 22,277,677 | 35,394,639 | 17,466,784 |
Basic and diluted loss per common share | $ (0.05) | $ (0.09) | $ (0.22) | $ (0.22) |
Loss Per Common Share - Anti-di
Loss Per Common Share - Anti-diluted excluded shares (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 2,910,885 | 1,536,200 | 2,740,994 | 1,476,058 |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 1,544,843 | 1,173,705 | 1,451,671 | 1,101,589 |
Restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 1,070,733 | 212,939 | 941,710 | 237,496 |
Restricted stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 282,809 | 132,056 | 334,509 | 119,473 |
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 12,500 | 17,500 | 13,104 | 17,500 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | $ 3,135,039 | $ 3,923,864 | $ 7,898,707 | $ 8,717,620 |
Managed Services Revenue | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 2,490,343 | 2,991,571 | 6,615,404 | 6,858,803 |
Legacy Workflow Fees [Member] | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 0 | 44,291 | 0 | 91,621 |
Marketplace Spend Fees | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 195,894 | 314,638 | 362,187 | 689,291 |
License Fees | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 408,728 | 548,494 | 825,544 | 1,039,588 |
Other Fees | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 40,074 | 24,870 | 95,572 | 38,317 |
SaaS Services Revenue | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 644,696 | 932,293 | 1,283,303 | 1,858,817 |
United States | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 3,068,785 | 3,508,997 | 7,646,793 | 7,784,416 |
Canada | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | $ 66,254 | $ 414,867 | $ 251,914 | $ 933,204 |
Revenue - Contract Balances (De
Revenue - Contract Balances (Details) - USD ($) | 3 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | ||
Accounts receivable, net | $ 3,053,135 | $ 5,596,719 |
Contract liabilities (unearned revenue) | $ 5,841,264 | $ 6,466,766 |
Length of contract with customers | 1 year |
Subsequent Events (Details)
Subsequent Events (Details) | Aug. 10, 2020USD ($)$ / sharesshares |
Subsequent Event [Line Items] | |
Entity Common Stock, Shares Outstanding | shares | 48,414,560 |
Subsequent Event [Member] | ATM Offering [Member] | |
Subsequent Event [Line Items] | |
Sale of Stock, Consideration Received on Transaction | $ | $ 10,378,440 |
Subsequent Event [Member] | ATM Offering [Member] | Maximum [Member] | |
Subsequent Event [Line Items] | |
Sale of Stock, Consideration Received on Transaction | $ | $ 25,740,293 |
Sale of Stock, Number of Shares Issued in Transaction | shares | 13,258,172 |
Sale of Stock, Price Per Share | $ / shares | $ 1.94 |