Cover
Cover - USD ($) | 12 Months Ended | |||
Dec. 31, 2020 | Mar. 26, 2021 | Jun. 30, 2020 | Dec. 31, 2019 | |
Entity Information [Line Items] | ||||
Entity Central Index Key | 0001495231 | |||
Current Fiscal Year End Date | --12-31 | |||
Document Fiscal Year Focus | 2020 | |||
Amendment Flag | false | |||
Entity Common Stock, Shares Outstanding | 59,129,390 | |||
Document Type | 10-K | |||
Document Annual Report | true | |||
Document Fiscal Period Focus | FY | |||
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 Shell Company | false | |||
Entity Voluntary Filers | No | |||
Entity Public Float | $ 44,990,377 | |||
Entity Interactive Data Current | Yes | |||
Common stock, shares outstanding (shares) | 50,050,167 | 34,634,172 | ||
Entity Emerging Growth Company | false | |||
Document Period End Date | Dec. 31, 2020 | |||
Entity Well-known Seasoned Issuer | No | |||
Entity Small Business | true | |||
Entity Filer Category | Non-accelerated Filer | |||
Entity Current Reporting Status | Yes | |||
ICFR Auditor Attestation Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 33,045,225 | $ 5,884,629 |
Accounts receivable, net | 5,207,205 | 5,596,719 |
Prepaid expenses | 199,294 | 400,181 |
Other current assets | 74,467 | 153,031 |
Total current assets | 38,526,191 | 12,034,560 |
Property and equipment, net | 230,918 | 309,780 |
Goodwill | 4,016,722 | 8,316,722 |
Intangible assets, net | 505,556 | 1,611,516 |
Software development costs, net | 1,472,684 | 1,519,980 |
Security deposits | 0 | 151,803 |
Total assets | 44,752,071 | 23,944,361 |
Current liabilities: | ||
Accounts payable | 1,880,144 | 2,252,536 |
Accrued expenses | 1,924,973 | 1,377,556 |
Contract liabilities | 7,180,264 | 6,466,766 |
Current portion of notes payable | 1,477,139 | 0 |
Lease liability | 0 | 83,807 |
Total current liabilities | 12,462,520 | 10,180,665 |
Finance obligation, less current portion | 43,808 | 45,673 |
Liabilities | 12,965,711 | 10,226,338 |
Notes payable, less current portion | 459,383 | 0 |
Commitments and Contingencies (Note 7) | 0 | 0 |
Stockholders’ equity: | ||
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; 50,050,167 and 34,634,172, respectively, issued and outstanding | 5,005 | 3,464 |
Additional paid-in capital | 102,416,131 | 74,099,328 |
Accumulated deficit | (70,634,776) | (60,384,769) |
Total stockholders’ equity | 31,786,360 | 13,718,023 |
Total liabilities and stockholders’ equity | $ 44,752,071 | $ 23,944,361 |
Consolidated Balance Sheets Par
Consolidated Balance Sheets Parentheticals - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Parentheticals - Balance Sheet [Abstract] | ||
Preferred stock, par value (per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (shares) | 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) | 50,050,167 | 34,634,172 |
Common stock, shares outstanding (shares) | 50,050,167 | 34,634,172 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Revenue | $ 18,329,555 | $ 18,955,672 |
Costs and expenses: | ||
Cost of revenue (exclusive of amortization) | 8,000,038 | 8,521,353 |
Sales and marketing | 5,999,671 | 6,240,263 |
General and administrative | 8,611,423 | 9,193,032 |
Impairment of goodwill and intangible assets | 4,300,000 | 418,099 |
Depreciation and amortization | 1,652,126 | 1,750,629 |
Total costs and expenses | 28,563,258 | 26,123,376 |
Loss from operations | (10,233,703) | (7,167,704) |
Other income (expense): | ||
Interest expense | (63,012) | (233,654) |
Other income, net | 46,708 | 111,238 |
Total other income (expense), net | (16,304) | (122,416) |
Net loss | $ (10,250,007) | $ (7,290,120) |
Weighted average common shares outstanding – basic and diluted | 41,289,705 | 25,516,573 |
Basic and diluted loss per common share | $ (0.25) | $ (0.29) |
Consolidated Statement of Stock
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 of securities (shares) | 14,285,714 | |||
Sale of securities | 10,000,000 | $ 1,429 | 9,998,571 | |
Stock issued for payment of acquisition liability (shares) | 8,015,876 | |||
Stock issued for payment of acquisition liability | 4,004,397 | $ 801 | 4,003,596 | |
Stock purchase plan issuances (shares) | 26,411 | |||
Stock purchase plan issuances | 6,979 | $ 3 | 6,976 | |
Stock issued for payment of services (shares) | 83,826 | |||
Stock issued for payment of services | 141,665 | $ 8 | 141,657 | |
Stock issuance costs | (788,752) | (788,752) | ||
Stock-based compensation (shares) | 146,637 | |||
Stock-based compensation | 425,539 | $ 15 | 425,524 | |
Net loss | (7,290,120) | (7,290,120) | ||
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 of securities (shares) | 14,819,740 | |||
Sale of securities | 28,455,096 | $ 1,482 | 28,453,614 | |
Stock purchase plan & option exercise issuances (shares) | 15,573 | |||
Stock purchase plan & option exercise issuances | 7,634 | $ 1 | 7,633 | |
Stock issued for payment of services (shares) | 390,625 | |||
Stock issued for payment of services | 125,000 | $ 39 | 124,961 | |
Stock issuance costs | (747,379) | (747,379) | ||
Stock-based compensation (shares) | 190,057 | |||
Stock-based compensation | 477,993 | $ 19 | 477,974 | |
Net loss | (10,250,007) | (10,250,007) | ||
Balance (shares) at Dec. 31, 2020 | 50,050,167 | |||
Balance at Dec. 31, 2020 | $ 31,786,360 | $ 5,005 | $ 102,416,131 | $ (70,634,776) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (10,250,007) | $ (7,290,120) |
Adjustments to reconcile net loss to net cash provided by (used for) operating activities: | ||
Depreciation and amortization | 135,077 | 131,121 |
Amortization of software development costs and other intangible assets | 1,517,049 | 1,619,508 |
Impairment of goodwill and intangible assets | 4,300,000 | 418,099 |
(Gain) loss on disposal of equipment | (22,598) | 18,786 |
Provision for losses on accounts receivable | 154,576 | 5,510 |
Stock-based compensation | 477,993 | 634,651 |
Fair value of stock issued for payment of services | 125,000 | 141,665 |
Gain on settlement of acquisition costs payable | 0 | (602,410) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 234,938 | 1,469,586 |
Prepaid expenses and other current assets | 171,620 | (87,323) |
Security deposits | 151,803 | (8,629) |
Accounts payable | (372,392) | (365,567) |
Accrued expenses | 543,768 | (466,444) |
Contract liabilities | 713,498 | 1,508,897 |
Change in lease liability | 24,024 | (24,024) |
Deferred rent | 0 | (17,420) |
Net cash used for operating activities | (2,095,651) | (2,914,114) |
Cash flows from investing activities: | ||
Purchase of equipment | (19,797) | (138,379) |
Proceeds from sale of equipment | 29,183 | 49,578 |
Software development costs | (363,793) | (590,549) |
Net cash used for investing activities | (354,407) | (679,350) |
Cash flows from financing activities: | ||
Proceeds from sale of securities | 28,455,096 | 10,000,000 |
Proceeds from stock purchase plan and option exercise issuances | 7,634 | 6,979 |
Proceeds from notes payable | 1,936,522 | 0 |
Net repayments on line of credit | 0 | (1,526,288) |
Payments on acquisition liabilities | 0 | (156,111) |
Payments on finance obligation | (41,219) | (26,138) |
Stock issuance costs | 747,379 | 788,752 |
Net cash provided by financing activities | 29,610,654 | 7,509,690 |
Net increase in cash and cash equivalents | 27,160,596 | 3,916,226 |
Cash and cash equivalents, beginning of period | 5,884,629 | 1,968,403 |
Cash and cash equivalents, end of period | 33,045,225 | 5,884,629 |
Supplemental cash flow information: | ||
Interest paid | 47,290 | 393,584 |
Non-cash financing and investing activities: | ||
Equipment acquired with financing arrangement | 43,003 | 98,648 |
Common stock issued for payment of acquisition liability | 0 | 4,004,397 |
Right of Use Asset, Operating Lease | 0 | 410,852 |
Fair value of common stock issued for future services | $ 125,000 | $ 192,550 |
Company and Summary of Signific
Company and Summary of Significant Accounting Policies (Notes) | 12 Months Ended |
Dec. 31, 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 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. In July 2016, IZEA purchased all the outstanding shares of capital stock of ZenContent, Inc. (“ZenContent”) and in July 2018, a subsidiary of the Company merged with TapInfluence, Inc. (“TapInfluence”). The legal entity of ZenContent was dissolved in December 2017, Ebyline was dissolved in December 2019 and TapInfluence was dissolved in December 2020. 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 was solely generated from the IZEAx platform until the launch of Shake in November 2020. In 2020, the Company launched two new platforms, BrandGraph and Shake . BrandGraph is a social media intelligence platform that is heavily integrated with IZEAx and both platforms rely heavily on data from each other, but it is also available as a stand-alone platform. The platform maps and classifies the complex hierarchy of corporation-to-brand relationships by category and associates social content with brands through a proprietary content analysis engine. Shake is a new online marketplace where buyers can quickly and easily hire creators of all types for influencer marketing, photography, design, and other digital services. The Shake platform is aimed at digital creatives seeking freelance “gig” work. Creators list available “Shakes” on their accounts in the platform and marketers select and purchase creative packages from them through a streamlined chat experience, assisted by ShakeBot - a proprietary, artificial intelligence assistant. 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 seen impacts on its operations due to changes in advertising decisions, timing and spending priorities from customers, which resulted in a negative impact to Company bookings, its net orders from customers, and timing of future revenue. While the disruption caused by COVID-19 is currently expected to be temporary, it is generally outside of the Company’s control and there is uncertainty around the duration and the total economic impact. Therefore, this matter 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”) established under the CARES Act as 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 and eliminated travel for the near-term future. These measures may not be sustainable and could prove detrimental long term. Therefore, management reviews these initial actions and other options in conjunction with the changing internal and external economic conditions on an ongoing basis. 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 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 impacts 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 December 31, 2020 and through the date of the filing of this Annual Report on Form 10-K. 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, intangible assets, and goodwill. 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 December 31, 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 in the first quarter of fiscal 2020 that was caused by COVID-19’s effect on economic conditions. Reclassifications Certain items have been reclassified in the 2019 financial statements to conform to the 2020 presentation. The Company has reclassified its 2019 impairment on intangible assets and software development costs (see Notes 3 and 4) out of general and administrative expense and into a separately stated line item labeled impairment of goodwill and intangible assets within the accompanying consolidated statements of operations. 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. Deposits in our banks are insured by the FDIC up to a maximum amount of $250,000. Deposit balances exceeding this limit were approximately $31.4 million and $4.1 million as of December 31, 2020 and 2019, respectively. Accounts Receivable and Concentration of Credit Risk The Company’s accounts receivable balance consists of trade receivables, unbilled receivables, and a reserve for doubtful accounts. 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 $5,148,213 and unbilled receivables of $58,992 at December 31, 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 $155,000 and $145,000 as of December 31, 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 less than 1% of revenue for each of the twelve months ended December 31, 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 addition of SaaS customers, 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 no customer that accounted for more than 10% of total accounts receivable at December 31, 2020 and 2019. The Company had one customer that accounted for 12% of its revenue during the twelve months ended December 31, 2020 and no customer that accounted for more than 10% of its revenue during the twelve months ended December 31, 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 is computed using the straight-line method over the estimated useful lives of the assets as follows: Computer Equipment 3 years Office Equipment 3 - 10 years Furniture and Fixtures 5 - 10 years Leasehold improvements are amortized over the shorter of the term of the lease or the estimated useful lives of the improvements. Expenditures for repairs and maintenance are charged to expense as incurred. Expenditures for betterments and major improvements are capitalized and depreciated over the remaining useful lives of the assets. The carrying amounts of assets sold or retired and the related accumulated depreciation are eliminated in the year of disposal, with resulting gains or losses included in general and administrative expense in the consolidated statements of operations. There were no material impairment charges associated with the Company’s long-lived tangible assets during the twelve months ended December 31, 2020 and 2019. Goodwill Goodwill represents the excess of the consideration transferred for an acquired business over the fair value of the underlying identifiable net 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 had one reporting unit as of December 31, 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. For the twelve months ended December 31, 2019, the Company recorded impairment charges of $418,099 associated with the Company's reduction in use of certain developed technology upon implementation of IZEAx 3.0 and the migration of TapInfluence customers and creators into the IZEAx platform. There were no impairment charges associated with the Company’s acquired intangible assets in the twelve months ended December 31, 2020. 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. The Company also capitalizes certain costs associated with cloud computing arrangements ("CCAs"). These software development, acquired technology, and CCA 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. The Company reviews the software development costs for impairment when circumstances indicate that their carrying amounts may not be recoverable. If the carrying value of an asset group is not recoverable, the Company recognizes an impairment loss for the excess of carrying value over the fair value in its consolidated statements of operations. 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, Shake, and TapInfluence platforms (“Marketplace Spend Fees”); (3) revenue from fees charged to access the IZEAx, BrandGraph, 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 subscription 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. 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, BrandGraph, 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 twelve months ended December 31, 2020 and 2019 were approximately $749,000 in each year. Advertising costs are included in sales and marketing expense in the accompanying consolidated statements of operations. Income Taxes The Company has not recorded federal income tax expense due to 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 ta |
Property and Equipment (Notes)
Property and Equipment (Notes) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | PROPERTY AND EQUIPMENT Property and equipment consist of the following: December 31, 2020 December 31, 2019 Furniture and fixtures $ 221,733 $ 298,205 Office equipment 67,833 86,884 Computer equipment 513,344 455,008 Leasehold improvements — 338,018 Total 802,910 1,178,115 Less accumulated depreciation and amortization (571,992) (868,335) Property and equipment, net $ 230,918 $ 309,780 Depreciation and amortization expense on property and equipment recorded in depreciation and amortization expense in the consolidated statements of operations was $135,077 and $131,121 for the twelve months ended December 31, 2020 and 2019, respectively. |
Intangible Assets (Notes)
Intangible Assets (Notes) | 12 Months Ended |
Dec. 31, 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: December 31, 2020 December 31, 2019 Balance Accumulated Amortization Balance Accumulated Amortization Useful Life (in years) 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 820,000 820,000 820,000 622,167 5 Self-service content customers 2,810,000 2,304,444 2,810,000 1,437,778 3 Managed content customers 2,140,000 2,140,000 2,140,000 2,140,000 3 Domains 166,469 166,469 166,469 133,175 5 Embedded non-compete provision 28,000 28,000 28,000 19,833 2 Total $ 6,211,469 $ 5,705,913 $ 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: December 31, 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 (5,705,913) (4,599,953) Intangible assets, net $ 505,556 $ 1,611,516 The Company is amortizing the identifiable intangible assets over a remaining weighted-average period of 7 months. For the twelve months ended December 31, 2019, the Company recorded an impairment charge of $310,000 reflected as an expense under impairment of goodwill and intangible assets in the consolidated statements of operations. The Company recorded the impairment on the TapInfluence developed technology to the extent that future cash flows after the Company's migration of TapInfluence customers and creators into the IZEAx platform were not expected to exceed the carrying value of the asset. There were no impairment charges associated with the Company’s identifiable intangible assets in the twelve months ended December 31, 2020. Amortization expense recorded in depreciation and amortization in the accompanying consolidated statements of operations was $1,105,960 and $1,228,433 for the twelve months ended December 31, 2020 and 2019, respectively. The portion of this amortization expense specifically related to the costs of acquired technology that is excluded from cost of revenue and recorded in depreciation and amortization was $197,833 and $226,000 for the twelve months ended December 31, 2020 and 2019, respectively. As of December 31, 2020, future estimated amortization expense related to identifiable intangible assets is set forth in the following schedule: Intangible Asset 2021 $ 505,556 Total $ 505,556 The Company’s goodwill balance changed as follows: Amount Balance on December 31, 2018 $ 8,316,722 Acquisitions, impairments or other changes during 2019 — Balance on December 31, 2019 8,316,722 Acquisitions, impairments or other changes during 2020 (4,300,000) Balance on December 31, 2020 $ 4,016,722 |
Software Development Costs (Not
Software Development Costs (Notes) | 12 Months Ended |
Dec. 31, 2020 | |
Research and Development [Abstract] | |
Research, Development, and Computer Software Disclosure [Text Block] | SOFTWARE DEVELOPMENT COSTS Software development costs consists of the following: December 31, 2020 December 31, 2019 Software development costs $ 3,036,810 $ 2,673,017 Less accumulated amortization (1,564,126) (1,153,037) Software development costs, net $ 1,472,684 $ 1,519,980 The Company developed its web-based influencer marketing platform, IZEAx, to enable influencer marketing and content creation campaigns on a greater scale. The Company continues to add new features and additional functionality to IZEAx and developed additional platforms in 2020, BrandGraph and Shake, 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 $363,793 and $590,549 during the twelve months ended December 31, 2020 and 2019, respectively. As a result, the Company has capitalized a total of $3,036,810 in direct materials, consulting, payroll and benefit costs to its internal use software development costs in the consolidated balance sheet as of December 31, 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 excluded from cost of revenue and recorded in depreciation and amortization expense in the accompanying consolidated statements of operations was $411,089 and $391,075 for the twelve months ended December 31, 2020 and 2019, respectively. After the transfer of customers to the new workflow features implemented in the IZEAx 3.0 release , the Company discontinued use of previously developed technology totaling $234,047 and recorded an impairment charge of $108,099 under impairment of goodwill and intangible assets in the accompanying consolidated statements of operations during the twelve months ended December 31, 2019. As of December 31, 2020, future estimated amortization expense related to software development costs is set forth in the following schedule: Software Development Amortization Expense 2021 $ 455,841 2022 400,474 2023 359,685 2024 177,764 2025 78,920 Total $ 1,472,684 |
Accrued Expenses (Notes)
Accrued Expenses (Notes) | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | ACCRUED EXPENSES Accrued expenses consist of the following: December 31, 2020 December 31, 2019 Accrued payroll liabilities $ 1,504,113 $ 1,202,765 Accrued taxes 286,455 117,698 Current portion of finance obligation 30,487 26,837 Accrued other 103,918 30,256 Total accrued expenses $ 1,924,973 $ 1,377,556 |
Notes Payable (Notes)
Notes Payable (Notes) | 12 Months Ended |
Dec. 31, 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 ($31,422 USD as of December 31, 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 On April 23, 2020, the Company received a loan from Western Alliance Bank (the “Lender”) in the principal amount of $1,905,100, under the PPP evidenced by a promissory note issued by the Company (the “Note”) to the Lender. The term of the Note is two Loan payments on the PPP Loan may be deferred to either (1) the date that the SBA remits the Company’s loan forgiveness amount to the Lender or (2) ten months after the end of the Company’s loan forgiveness covered period, if the Company does not apply for loan forgiveness . The Company submitted its forgiveness application for the entire amount of the loan in December 2020 and is awaiting approval from the SBA. The forgiveness of the PPP Loan is dependent on the Company qualifying for the forgiveness of the PPP Loan based on its adherence to the forgiveness criteria under the CARES Act, and no assurance is provided that the Company will obtain forgiveness of the PPP Loan in whole or in part. Finance Obligation The Company has two long term payment plans with a vendor to pay for its computer equipment in four annual payments between October 2019 and February 2023. The Company used an imputed interest rate of 9.5%, based on its incremental borrowing rate, to determine the present value of its finance obligation. The total balance owed was $74,295 and $72,510 as of December 31, 2020 and 2019, respectively, with the short-term portion of $30,487 and $26,837 recorded under accrued expenses in the consolidated balance sheets as of December 31, 2020 and 2019, respectively. 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 December 31, 2020 and 2019. Assuming that all of the Company’s trade accounts receivables were eligible for funding, the Company would have approximately $4.1 million in available credit under the agreement as of December 31, 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 twelve months ended December 31, 2020 and 2019, the Company amortized $21,000 and $25,215, respectively, of the secured credit facility costs through interest expense. The remaining value of the capitalized loan costs related to the secured credit facility as of December 31, 2020 is $7,000; this amount will be amortized to interest expense over the next four Interest expense on financing arrangements recorded in the Company’s consolidated statements of operations was $36,125 and $60,155 during the twelve months ended December 31, 2020 and 2019, respectively. As of December 31, 2020, the future contractual maturities of our debt obligations by year is set forth in the following schedule: 2021 $ 1,507,626 2022 492,771 2023 10,420 Total $ 2,010,817 |
Commitments and Contingencies (
Commitments and Contingencies (Notes) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | COMMITMENTS AND CONTINGENCIES 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 until advisable . 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 twelve months ended December 31, 2020. These contracts were not renewed upon expiration of their terms during the twelve months ended December 31, 2020. Upon the January 1, 2019 adoption of ASU No. 2016-02, Leases , the Company elected the short-term lease exemption policy, applying the requirements of ASU No. 2016-02 to only long-term (greater than 1 year) leases. Upon adoption, 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 an operating right-of-use asset of $410,852 and an associated lease liability of $399,892. The operating lease liability was determined based on the present value of the remaining minimum rental payments using the Company’s incremental borrowing rate of 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 Company had an operating right-of-use asset of $107,831 under other current assets and a lease liability of $83,807 in the consolidated balance sheet as of December 31, 2019. These were fully recognized upon expiration of the lease in April 2020 . During the twelve months ended December 31, 2020 and 2019, the Company recorded $1,330 and $24,462, respectively, of accretion on its lease liability through rent expense in general and administrative expenses. The Company has no obligations under finance leases as of December 31, 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 $264,048 and $627,101 for the twelve months ended December 31, 2020 and 2019, respectively. Cash paid for the one operating lease was $113,516 and $340,548 during the twelve months ended December 31, 2020 and 2019, respectively. Retirement Plans The Company offers a 401(k) plan to all of its eligible employees. The Company matches participant contributions in an amount equal to 50% of each participant’s contribution up to 8% of the participant’s salary. The participants become vested in 20% annual increments after two Twelve Months Ended December 31, December 31, Cost of revenue $ 27,990 $ 45,778 Sales and marketing 57,389 60,457 General and administrative 65,752 53,346 Total contribution expense $ 151,131 $ 159,581 Litigation A securities class action lawsuit, Julian Perez, individually, and on behalf of all others similarly situated v. IZEA, Inc., et al ., case number 2:18-cv-02784-SVW-GJS was instituted April 4, 2018 in the U.S. District Court for the Central District of California against the Company and certain of its executive officers on behalf of certain purchasers of its common stock. The plaintiffs sought to recover damages for investors under federal securities laws. The Company estimated and accrued a potential loss of $500,000 relating to its potential liability arising from the Perez lawsuit and accrued for such amount in its financial statements for the year ended December 31, 2018. On April 15, 2019, a stipulation of settlement was filed in the U.S. District Court for the Central District of California that contained settlement terms as agreed upon by the parties to the Perez class action lawsuit described above. The motion for preliminary approval of the settlement was granted on May 7, 2019. According to the terms of the settlement, as agreed upon by the parties, the Company’s insurer deposited $800,000 into the settlement fund and the Company paid the remainder of the Company’s previously accrued insurance deductible of $400,000 into escrow to be used as settlement funds, inclusive of lead plaintiff awards and lead counsel fees. The U.S. District Court for the Central District of California issued an order approving the settlement of the Perez class action lawsuit on September 26, 2019, which required that the lawsuit be dismissed with prejudice. On July 3, 2018, a shareholder derivative lawsuit, Korene Stuart v. Edward H. Murphy et al. , case number A-18-777135-C was instituted in the Eighth Judicial District Court of the State of Nevada, Clark County against certain executive officers and members of the Board of Directors for IZEA. IZEA was named as a nominal defendant. The plaintiff sought to recover damages on behalf of the Company for purported breaches of the individual defendants’ fiduciary duties as directors and/or officers of IZEA, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets in violation of state common law. Additionally, on October 19, 2018, a shareholder derivative lawsuit, Dennis E. Emond v. Edward H. Murphy et al. , case number 2:18-cv-9040, was instituted in the U.S. District Court for the Central District of California against certain executive officers and members of the Board of Directors for IZEA. IZEA was named as a nominal defendant. An amended complaint was filed on October 31, 2018. The plaintiff sought to recover damages on behalf of the Company for purported breaches of the individual defendants’ fiduciary duties as directors and/or officers of IZEA, and gross mismanagement, and under federal securities laws. On March 6, 2019, a stipulation of settlement was filed in the United States District Court for the Central District of California that contained settlement terms as agreed upon by the parties to the Stuart and Emond shareholder derivative lawsuits described above (the “Settlement”). The Settlement terms agreed upon by the parties included that IZEA would direct its insurers to make a payment of $300,000 as a fee and service award to the plaintiffs and their counsel in the Stuart and Emond lawsuits and further that IZEA would enact certain corporate governance reforms. The motion for preliminary approval of the Settlement was granted on August 28, 2019 by the United States District Court for the Central District of California. The U.S. District Court for the Central District of California issued an order on January 13, 2020, which required that the Emond lawsuit be dismissed with prejudice. According to the terms of the Settlement, as agreed upon by the parties, following the approval of the Settlement by the U. S. District Court for the Central District of California and on or before February 26, 2020, the parties were required to seek an order from the Eighth Judicial District Court of the State of Nevada dismissing the Stuart lawsuit with prejudice. On or about March 6, 2020, the Eighth Judicial District Court of the State of Nevada issued an order dismissing the Stuart lawsuit with prejudice. 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) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Shareholders' Equity and Share-based Payments | 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 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. This offering was made pursuant to a registration statement on Form S-1 (File No. 333-230688) filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 2, 2019, which became effective on May 8, 2019. At the Market (ATM) Offering On June 4, 2020, the Company entered into an ATM Sales Agreement (the “2020 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 2020 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 December 31, 2020, the Company had sold 14,819,740 shares at an average price of $1.92 per share for total gross proceeds of $28,455,096. Stock Issued for Acquisitions TapInfluence On July 26, 2018, the Company completed its merger with TapInfluence, Inc., pursuant to the terms of the Agreement and Plan of Merger, dated as of July 11, 2018, by and among the Company, IZEA Merger Sub, Inc., TapInfluence, certain stockholders of TapInfluence and the stockholders’ representative, as amended by Amendment No. 1 thereto, dated as of July 20, 2018 (the “Merger Agreement”). The merger was consummated, in part, to further consolidate the influencer marketing industry for the Company, and for the Company to obtain benefits from the acquisition of the TapInfluence technology platform and existing customer base, particularly from TapInfluence’s self-service customers. The aggregate consideration paid at closing for the acquisition of TapInfluence consisted of a cash payment of $1,500,000 and the issuance of 1,150,000 shares of the Company’s common stock valued at $1,759,500, or $1.53 per share. Aggregate post-acquisition date consideration consisted of additional payments totaling $4,500,000, less $115,417 related to the final working capital adjustment calculation. On January 26, 2019, pursuant to the Merger Agreement, the Company issued 660,136 shares of its common stock valued at $884,583, or $1.34 per share, using the 30-day Volume Weighted Average Price (“VWAP”) as reported by the Nasdaq Capital Market (“Nasdaq”) 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. On July 26, 2019, pursuant to the terms of the Merger Agreement with TapInfluence, the Company issued 6,908,251 shares of its common stock valued at $3,500,000, or $0.50664 per share, using the 30-day VWAP as reported by Nasdaq prior to the issuance date, to settle amounts due under its acquisition cost payable. The Company recognized a gain of $752,591 on the settlement of this acquisition cost payable as a result of the difference between the actual closing market price of the common stock of $0.3977 on the settlement date and the 30-day VWAP of $0.50664 required by the Merger Agreement. ZenContent On July 31, 2016, the Company purchased all of the outstanding shares of capital stock of ZenContent pursuant to the terms of a Stock Purchase Agreement, by and among IZEA, ZenContent and the stockholders of ZenContent (the “ZenContent Stock Purchase Agreement”) for a maximum purchase price to be paid over three On July 31, 2019, the Company made the third and final annual installment payment under the ZenContent Stock Purchase Agreement, comprised of $111,111 in cash and 447,489 shares of its common stock valued at $222,223 or $0.4966 per share, using the 30-day VWAP as reported by Nasdaq prior to the issuance date. The Company recognized a gain of $41,258 on the settlement of this acquisition cost payable as a result of the difference between the actual closing market price of the common stock of $0.4044 on the settlement date and the 30-day VWAP of $0.4966 required by the ZenContent Stock Purchase Agreement. Equity Incentive Plans In May 2011, the Company’s Board of Directors (the “Board”) adopted the 2011 Equity Incentive Plan of IZEA Worldwide, Inc. (as amended, the “May 2011 Plan”). The stockholders approved an amendment and restatement of the Company’s May 2011 Plan at its 2020 Annual Meeting of Stockholders held on December 18, 2020, to allow the Company to award restricted stock, restricted stock units and stock options covering up to 7,500,000 shares of common stock as incentive compensation for its employees and consultants. As of December 31, 2020, the Company had 3,812,928 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 December 31, 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 years ended December 31, 2019 and December 31, 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 (408,241) 0.39 Forfeited — Nonvested at December 31, 2020 13,666 $ 2.28 1.4 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 basic earnings per share until such time as the restricted stock vests. Expense recognized on restricted stock issued to non-employees for services was $125,000 and $141,665 during twelve months ended December 31, 2020 and 2019, respectively. Expense recognized on restricted stock issued to employees was $33,677 and $169,534 during the twelve months ended December 31, 2020 and 2019, respectively. On December 31, 2020, the fair value of the Company’s common stock was approximately $1.82 per share and the intrinsic value on the non-vested restricted stock was $24,872. Future compensation expense related to issued, but non-vested, restricted stock awards as of December 31, 2020 is $31,202. This value is estimated to be recognized over the weighted-average vesting period of approximately five 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. Schram 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. During the twelve months ended December 31, 2020, the Company issued a total of 583,322 restricted stock units initially valued at $215,936 to non-executive employees as additional incentive compensation. The restricted stock units vest 12 months from issuance. During the twelve months ended December 31, 2020, the Company issued Mr. Murphy 123,228 restricted stock units valued at $61,790 for bonuses owed under the terms of his amended employment agreement. The restricted stock units vest in equal monthly installments over 36 months from issuance. During the twelve months ended December 31, 2020, the Company issued Mr. Schram 41,824 restricted stock units initially valued at $14,052 for bonuses owed under the terms of his employment agreement. The restricted stock units vest in equal monthly installments over 48 months from issuance. The following table contains summarized information about restricted stock units during the years ended December 31, 2019 and December 31, 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 930,145 0.37 Vested (172,441) 0.41 Forfeited (154,167) 0.30 Nonvested at December 31, 2020 970,349 $ 0.39 1.2 Expense recognized on restricted stock units issued to employees was $214,528 and $117,794 during the twelve months ended December 31, 2020 and 2019, respectively. On December 31, 2020, the fair value of the Company’s common stock was approximately $1.82 per share and the intrinsic value on the non-vested restricted units was $1,766,035. Future compensation related to the non-vested restricted stock units as of December 31, 2020 is $235,016 and it is estimated to be recognized over the weighted-average vesting period of approximately 1.2 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 years ended December 31, 2019 and December 31, 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 411,350 0.69 Exercised (369) 1.00 Expired — — Forfeited (56,012) 5.08 Outstanding at December 31, 2020 1,712,806 $ 2.56 6.9 Exercisable at December 31, 2020 997,320 $ 3.84 5.7 During the twelve months ended December 31, 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 twelve months ended December 31, 2019. The fair value of the Company's common stock on December 31, 2020 was approximately $1.82 per share and the intrinsic value on outstanding options as of December 31, 2020 was $1,127,194. The intrinsic value on exercisable options as of December 31, 2020 was $364,866. A summary of the nonvested stock option activity under the 2011 Equity Incentive Plans during the years ended December 31, 2019 and December 31, 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 411,350 0.56 Vested (283,766) 0.72 Forfeited (12,877) 0.88 Nonvested at December 31, 2020 715,486 $ 0.56 2.5 There were outstanding options to purchase 1,712,806 shares with a weighted average exercise price of $2.56 per share, of which options to purchase 997,320 shares were exercisable with a weighted average exercise price of $3.84 per share as of December 31, 2020. Expense recognized on stock options issued to employees during the twelve months ended December 31, 2020 and 2019 was $225,083 and $339,942, respectively. Future compensation related to non-vested awards as of December 31, 2020 is $361,498, and it is estimated to be recognized over the weighted-average vesting period of approximately 2.5 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 using a Black-Scholes option-pricing model during the twelve months ended December 31, 2020 and 2019: Period Ended Total Stock Weighted-Average Exercise Price Weighted-Average Expected Term Weighted-Average Volatility Weighted-Average Risk-Free Interest Rate Expected Dividends Weighted-Average December 31, 2019 586,552 $0.67 6 years 64.38% 1.92% — $0.40 December 31, 2020 411,350 $0.69 6 years 108.58% 0.46% — $0.56 Employee Stock Purchase Plan The amended and restated IZEA Worldwide, Inc. 2014 Employee Stock Purchase Plan (the “ESPP”), provides for the issuance of up to 500,000 shares of the Company’s common stock to employees 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). The ESPP operates in successive six During the twelve months ended December 31, 2020 and 2019, employees paid $5,320 to purchase 5,539 shares of common stock and $6,979 to purchase 26,411 shares of common stock, respectively. As of December 31, 2020, the Company had 395,613 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 utilizing the weighted-average forfeiture rates disclosed in Note 1. Total stock-based compensation expense recognized on restricted stock, restricted stock units, stock options, and employee stock purchase plan issuances during the twelve months ended December 31, 2020 and 2019 was recorded in the Company’s consolidated statements of operations as follows: Twelve Months Ended December 31, December 31, Cost of revenue $ 10,152 $ 42,467 Sales and marketing 55,458 82,627 General and administrative 412,383 509,557 Total stock-based compensation $ 477,993 $ 634,651 Share Repurchase Program On July 1, 2019, the Board authorized and approved a share repurchase program under which the Company could repurchase up to $3,500,000 of its common stock from time to time through December 31, 2020, subject to market conditions. The Company did not repurchase any shares of common stock under the share repurchase program prior to its expiration on December 31, 2020. |
Loss Per Common Share (Notes)
Loss Per Common Share (Notes) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 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. Twelve Months Ended December 31, December 31, Net loss $ (10,250,007) $ (7,290,120) Weighted average shares outstanding - basic and diluted 41,289,705 25,516,573 Basic and diluted loss per common share $ (0.25) $ (0.29) 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: Twelve Months Ended December 31, December 31, Stock options 1,560,828 1,222,305 Restricted stock units 980,785 281,365 Restricted stock 232,600 96,747 Warrants 6,517 73,996 Total excluded shares 2,780,730 1,674,413 |
Revenue (Notes)
Revenue (Notes) | 12 Months Ended |
Dec. 31, 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: Twelve Months Ended December 31, December 31, Managed Services Revenue $ 15,987,226 $ 15,432,868 Legacy Workflow Fees — 156,119 Marketplace Spend Fees 621,931 1,270,560 License Fees 1,507,336 1,986,285 Other Fees 213,062 109,840 SaaS Services Revenue 2,342,329 3,522,804 Total Revenue $ 18,329,555 $ 18,955,672 The following table provides the Company’s revenues as determined by the country of domicile: Twelve Months Ended December 31, December 31, United States $ 17,231,712 $ 17,358,167 Canada 1,097,843 1,597,505 Total $ 18,329,555 $ 18,955,672 Contract Balances The following table provides information about receivables, contract assets and contract liabilities from contracts with customers reported in the Company’s consolidated balance sheet: December 31, December 31, 2019 Accounts receivable, net $ 5,207,205 $ 5,596,719 Contract liabilities (unearned revenue) $ 7,180,264 $ 6,466,766 The increase in contract liabilities is primarily the result of the increase in fourth quarter contracts where the customers have paid in advance for services in future periods. 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 consideration received from customers in advance of the Company satisfying performance obligations under the terms of the contracts, which will be earned in future periods. Contract liabilities increase as a result of receiving new advance payments from customers and decrease as revenue is recognized upon the Company meeting the performance obligations. 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 December 31, 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 December 31, 2020 within the next year. |
Income Taxes (Notes)
Income Taxes (Notes) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure | INCOME TAXES The components of the Company’s net deferred income taxes are as follows (rounded): December 31, December 31, Deferred tax assets: Net operating loss carry forwards $ 22,376,000 $ 21,425,000 Accrued expenses 281,000 177,000 Stock option and warrant expenses 474,000 462,000 Accounts receivable 38,000 28,000 Deferred rent — (6,000) Other 3,000 11,000 Total deferred tax assets 23,172,000 22,097,000 Valuation allowance (22,950,000) (21,661,000) Net deferred tax assets 222,000 436,000 Deferred tax liabilities: Fixed and tangible assets (222,000) (436,000) Total deferred tax liabilities (222,000) (436,000) Total deferred tax assets (liabilities) $ — $ — The following summary reconciles differences from taxes at the federal statutory rate with the effective rate: Twelve Months Ended December 31, December 31, Federal income tax at statutory rates (21.0) % (21) % Change in deferred tax asset valuation allowance 13.8 % 21.5 % Deferred state taxes (2.1) % (4.9) % Non-deductible expenses: Change in value of acquisition liability — % 0.4 % Goodwill impairment 9.0 % — % ISO & Restricted stock compensation (0.1) % 1.3 % Change in state & federal deferred rate 0.2 % 2.4 % Other 0.2 % 0.3 % Income taxes (benefit) at effective rates — % — % The Company has incurred net losses for tax purposes every year since inception. At December 31, 2020, the Company had approximately $86,103,878 in net operating loss carryforwards for U.S. federal income tax purposes and $88,222,647 in net operating loss carryforwards for state income tax purposes, which in the aggregate expire in various amounts between the years of 2026 and 2040. The Company's ability to deduct its historical net operating losses may be limited in the future due to IRC Section 382 as a result of the substantial issuances of common stock in 2012 through 2020. Certain of the Company's net operating losses acquired in connection with the Ebyline, ZenContent, and TapInfluence acquisitions also may be limited by IRC Section 382. The change in valuation allowance for the twelve months ended December 31, 2020 was an increase of $1,289,000, resulting primarily from net operating losses generated during the period. The change in valuation allowance for the twelve months ended December 31, 2019 was an increase of $1,912,000, resulting primarily from net operating losses generated during the period. |
Subsequent Events (Notes)
Subsequent Events (Notes) | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | SUBSEQUENT EVENTS On January 25, 2021, the Company entered into a new ATM Sales Agreement (the “2021 Sales Agreement”) with National Securities, pursuant to which the Company may offer and sell, from time to time, through National Securities, up to $35,000,000 shares of its common stock, by any method deemed to be an at-the-market offering. From January 1, 2021 to March 26, 2021, the Company sold 8,691,391 shares at an average price of $3.95 per share for gross proceeds of $34,311,634 under the 2020 Sales Agreement and the 2021 Sales Agreement with National Securities. As of March 26, 2021, the Company has raised total gross proceeds of $62,766,730 pursuant to the 2020 Sales Agreement and 2021 Sales Agreement. |
Company and Summary of Signif_2
Company and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 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 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. In July 2016, IZEA purchased all the outstanding shares of capital stock of ZenContent, Inc. (“ZenContent”) and in July 2018, a subsidiary of the Company merged with TapInfluence, Inc. (“TapInfluence”). The legal entity of ZenContent was dissolved in December 2017, Ebyline was dissolved in December 2019 and TapInfluence was dissolved in December 2020. 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 was solely generated from the IZEAx platform until the launch of Shake in November 2020. In 2020, the Company launched two new platforms, BrandGraph and Shake . BrandGraph is a social media intelligence platform that is heavily integrated with IZEAx and both platforms rely heavily on data from each other, but it is also available as a stand-alone platform. The platform maps and classifies the complex hierarchy of corporation-to-brand relationships by category and associates social content with brands through a proprietary content analysis engine. Shake is a new online marketplace where buyers can quickly and easily hire creators of all types for influencer marketing, photography, design, and other digital services. The Shake platform is aimed at digital creatives seeking freelance “gig” work. Creators list available “Shakes” on their accounts in the platform and marketers select and purchase creative packages from them through a streamlined chat experience, assisted by ShakeBot - a proprietary, artificial intelligence assistant. |
Impact of COVID [Policy Text Block] | 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 seen impacts on its operations due to changes in advertising decisions, timing and spending priorities from customers, which resulted in a negative impact to Company bookings, its net orders from customers, and timing of future revenue. While the disruption caused by COVID-19 is currently expected to be temporary, it is generally outside of the Company’s control and there is uncertainty around the duration and the total economic impact. Therefore, this matter 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”) established under the CARES Act as 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. |
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 impacts 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 December 31, 2020 and through the date of the filing of this Annual Report on Form 10-K. 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, intangible assets, and goodwill. 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 December 31, 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 in the first quarter of fiscal 2020 that was caused by COVID-19’s effect on economic conditions. |
Reclassification, Comparability Adjustment | Reclassifications Certain items have been reclassified in the 2019 financial statements to conform to the 2020 presentation. The Company has reclassified its 2019 impairment on intangible assets and software development costs (see Notes 3 and 4) out of general and administrative expense and into a separately stated line item labeled impairment of goodwill and intangible assets within the accompanying consolidated statements of operations. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash EquivalentsThe 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. Deposits in our banks are insured by the FDIC up to a maximum amount of $250,000. Deposit balances exceeding this limit were approximately $31.4 million and $4.1 million as of December 31, 2020 and 2019, respectively. |
Receivable [Policy Text Block] | Accounts Receivable and Concentration of Credit RiskThe Company’s accounts receivable balance consists of trade receivables, unbilled receivables, and a reserve for doubtful accounts. 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 $5,148,213 and unbilled receivables of $58,992 at December 31, 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 $155,000 and $145,000 as of December 31, 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 less than 1% of revenue for each of the twelve months ended December 31, 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 addition of SaaS customers, 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 no customer that accounted for more than 10% of total accounts receivable at December 31, 2020 and 2019. The Company had one customer that accounted for 12% of its revenue during the twelve months ended December 31, 2020 and no customer that accounted for more than 10% of its revenue during the twelve months ended December 31, 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 is computed using the straight-line method over the estimated useful lives of the assets as follows: Computer Equipment 3 years Office Equipment 3 - 10 years Furniture and Fixtures 5 - 10 years Leasehold improvements are amortized over the shorter of the term of the lease or the estimated useful lives of the improvements. Expenditures for repairs and maintenance are charged to expense as incurred. Expenditures for betterments and major improvements are capitalized and depreciated over the remaining useful lives of the assets. The carrying amounts of assets sold or retired and the related accumulated depreciation are eliminated in the year of disposal, with resulting gains or losses included in general and administrative expense in the consolidated statements of operations. There were no material impairment charges associated with the Company’s long-lived tangible assets during the twelve months ended December 31, 2020 and 2019. |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill Goodwill represents the excess of the consideration transferred for an acquired business over the fair value of the underlying identifiable net 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 had one reporting unit as of December 31, 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. 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. For the twelve months ended December 31, 2019, the Company recorded impairment charges of $418,099 associated with the Company's reduction in use of certain developed technology upon implementation of IZEAx 3.0 and the migration of TapInfluence customers and creators into the IZEAx platform. There were no impairment charges associated with the Company’s acquired intangible assets in the twelve months ended December 31, 2020. |
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. The Company also capitalizes certain costs associated with cloud computing arrangements ("CCAs"). These software development, acquired technology, and CCA 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. The Company reviews the software development costs for impairment when circumstances indicate that their carrying amounts may not be recoverable. If the carrying value of an asset group is not recoverable, the Company recognizes an impairment loss for the excess of carrying value over the fair value in its consolidated statements of operations. 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, Shake, and TapInfluence platforms (“Marketplace Spend Fees”); (3) revenue from fees charged to access the IZEAx, BrandGraph, 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 subscription 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. 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, BrandGraph, 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 CostsAdvertising 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 twelve months ended December 31, 2020 and 2019 were approximately $749,000 in each year. Advertising costs are included in sales and marketing expense in the accompanying consolidated statements of operations. |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company has not recorded federal income tax expense due to 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. In March 2020, the CARES Act was signed into law. 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 is currently seeking forgiveness of its PPP loan which, if approved, would result in non-taxable income on the forgiveness of debt. |
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, 2 or 3 financial assets or liabilities. 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, as amended, 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 simplified method to estimate the expected term of employee stock options, because it does not believe historical exercise data will provide a reasonable basis for estimating the expected term for the current share options granted. The simplified method assumes that employees will exercise share options evenly between the period when the share options are vested and ending on the date when the options would expire. 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 30, 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 on or 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 the Company. 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 twelve months ended December 31, 2020 and 2019: Twelve Months Ended 2011 Equity Incentive Plans Assumptions December 31, December 31, Expected term 6 years 6 years Weighted average volatility 108.58% 64.38% Weighted average risk-free interest rate 0.46% 1.92% Expected dividends — — Weighted average expected forfeiture rate 7.72% 9.26% 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 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. Costs Incurred in a Cloud Computing Arrangement: On January 1, 2020, we adopted ASU No. 2018-15 ("ASU 2018-15"), Customer's Accounting Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract , which requires a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance in Accounting Standards Codification 350-40 to determine which implementation costs to defer and recognize as an asset. ASU 2018-15 generally aligns the guidance on recognizing implementation costs incurred in a cloud computing arrangement that is a service contract with that for implementation costs incurred to develop or obtain internal-use software, including hosting arrangements that include an internal-use software license. This ASU was adopted using the retrospective approach. The adoption of ASU 2018-15 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 believes this guidance will not have a material impact on its financial statements. 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 believes this guidance will not have a material impact on its financial statements. 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. Convertible Instruments: In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). ASU 2020-06 simplifies the guidance on the issuer’s accounting for convertible debt instruments by removing the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature. As a result, entities will not separately present in equity an embedded conversion feature in such debt. Instead, they will account for a convertible debt instrument wholly as debt, unless certain other conditions are met. The elimination of these models will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that was within the scope of those models before the adoption of ASU 2020-06. Also, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available. The provisions of ASU 2020-06 are applicable for the Company as a smaller reporting company for fiscal years beginning after December 15, 2023, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020-06 on its consolidated financial statements and related disclosures. Codification Improvements: In October 2020, the FASB issued ASU No. 2020-08, Codification Improvements to Subtopic 310-20, Receivables - Nonrefundable Fees and Other Costs ("ASU 2020-08"), and ASU No. 2020-10, Codification Improvements ("ASU 2020-10"). ASU 2020-08 and ASU 2020-10 provide changes to clarify or improve existing guidance. This guidance is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption is not permitted. The Company is currently evaluating the impact that ASU 2020-08 and ASU 2020-10 will have on its consolidated financial statements and disclosures. |
Company and Summary of Signif_3
Company and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule Of Estimated Useful Lives Of Property Plant And Equipment [Table Text Block] | Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows: Computer Equipment 3 years Office Equipment 3 - 10 years Furniture and Fixtures 5 - 10 years |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The Company used the following assumptions for stock options granted under the 2011 Equity Incentive Plans during the twelve months ended December 31, 2020 and 2019: Twelve Months Ended 2011 Equity Incentive Plans Assumptions December 31, December 31, Expected term 6 years 6 years Weighted average volatility 108.58% 64.38% Weighted average risk-free interest rate 0.46% 1.92% Expected dividends — — Weighted average expected forfeiture rate 7.72% 9.26% |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment consist of the following: December 31, 2020 December 31, 2019 Furniture and fixtures $ 221,733 $ 298,205 Office equipment 67,833 86,884 Computer equipment 513,344 455,008 Leasehold improvements — 338,018 Total 802,910 1,178,115 Less accumulated depreciation and amortization (571,992) (868,335) Property and equipment, net $ 230,918 $ 309,780 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 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: December 31, 2020 December 31, 2019 Balance Accumulated Amortization Balance Accumulated Amortization Useful Life (in years) 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 820,000 820,000 820,000 622,167 5 Self-service content customers 2,810,000 2,304,444 2,810,000 1,437,778 3 Managed content customers 2,140,000 2,140,000 2,140,000 2,140,000 3 Domains 166,469 166,469 166,469 133,175 5 Embedded non-compete provision 28,000 28,000 28,000 19,833 2 Total $ 6,211,469 $ 5,705,913 $ 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: December 31, 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 (5,705,913) (4,599,953) Intangible assets, net $ 505,556 $ 1,611,516 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | As of December 31, 2020, future estimated amortization expense related to identifiable intangible assets is set forth in the following schedule: Intangible Asset 2021 $ 505,556 Total $ 505,556 |
Schedule of Goodwill [Table Text Block] | The Company’s goodwill balance changed as follows: Amount Balance on December 31, 2018 $ 8,316,722 Acquisitions, impairments or other changes during 2019 — Balance on December 31, 2019 8,316,722 Acquisitions, impairments or other changes during 2020 (4,300,000) Balance on December 31, 2020 $ 4,016,722 |
Software Development Costs (Tab
Software Development Costs (Tables) | 12 Months Ended |
Dec. 31, 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: December 31, 2020 December 31, 2019 Balance Accumulated Amortization Balance Accumulated Amortization Useful Life (in years) 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 820,000 820,000 820,000 622,167 5 Self-service content customers 2,810,000 2,304,444 2,810,000 1,437,778 3 Managed content customers 2,140,000 2,140,000 2,140,000 2,140,000 3 Domains 166,469 166,469 166,469 133,175 5 Embedded non-compete provision 28,000 28,000 28,000 19,833 2 Total $ 6,211,469 $ 5,705,913 $ 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: December 31, 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 (5,705,913) (4,599,953) Intangible assets, net $ 505,556 $ 1,611,516 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | As of December 31, 2020, future estimated amortization expense related to identifiable intangible assets is set forth in the following schedule: Intangible Asset 2021 $ 505,556 Total $ 505,556 |
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: December 31, 2020 December 31, 2019 Software development costs $ 3,036,810 $ 2,673,017 Less accumulated amortization (1,564,126) (1,153,037) Software development costs, net $ 1,472,684 $ 1,519,980 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | As of December 31, 2020, future estimated amortization expense related to software development costs is set forth in the following schedule: Software Development Amortization Expense 2021 $ 455,841 2022 400,474 2023 359,685 2024 177,764 2025 78,920 Total $ 1,472,684 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities [Table Text Block] | Accrued expenses consist of the following: December 31, 2020 December 31, 2019 Accrued payroll liabilities $ 1,504,113 $ 1,202,765 Accrued taxes 286,455 117,698 Current portion of finance obligation 30,487 26,837 Accrued other 103,918 30,256 Total accrued expenses $ 1,924,973 $ 1,377,556 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Long-term Debt | As of December 31, 2020, the future contractual maturities of our debt obligations by year is set forth in the following schedule: 2021 $ 1,507,626 2022 492,771 2023 10,420 Total $ 2,010,817 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Defined Contribution Plan Disclosures | Total expense for employer matching contributions during the twelve months ended December 31, 2020 and 2019 was recorded in the Company’s consolidated statements of operations as follows: Twelve Months Ended December 31, December 31, Cost of revenue $ 27,990 $ 45,778 Sales and marketing 57,389 60,457 General and administrative 65,752 53,346 Total contribution expense $ 151,131 $ 159,581 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2019 and December 31, 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 (408,241) 0.39 Forfeited — Nonvested at December 31, 2020 13,666 $ 2.28 1.4 |
Schedule of Nonvested Restricted Stock Units Activity [Table Text Block] | The following table contains summarized information about restricted stock units during the years ended December 31, 2019 and December 31, 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 930,145 0.37 Vested (172,441) 0.41 Forfeited (154,167) 0.30 Nonvested at December 31, 2020 970,349 $ 0.39 1.2 |
Share-based Payment Arrangement, Option, Activity [Table Text Block] | A summary of option activity under the 2011 Equity Incentive Plans during the years ended December 31, 2019 and December 31, 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 411,350 0.69 Exercised (369) 1.00 Expired — — Forfeited (56,012) 5.08 Outstanding at December 31, 2020 1,712,806 $ 2.56 6.9 Exercisable at December 31, 2020 997,320 $ 3.84 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 twelve months ended December 31, 2020 and 2019: Twelve Months Ended 2011 Equity Incentive Plans Assumptions December 31, December 31, Expected term 6 years 6 years Weighted average volatility 108.58% 64.38% Weighted average risk-free interest rate 0.46% 1.92% Expected dividends — — Weighted average expected forfeiture rate 7.72% 9.26% |
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 employee stock purchase plan issuances during the twelve months ended December 31, 2020 and 2019 was recorded in the Company’s consolidated statements of operations as follows: Twelve Months Ended December 31, December 31, Cost of revenue $ 10,152 $ 42,467 Sales and marketing 55,458 82,627 General and administrative 412,383 509,557 Total stock-based compensation $ 477,993 $ 634,651 |
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 using a Black-Scholes option-pricing model during the twelve months ended December 31, 2020 and 2019: Period Ended Total Stock Weighted-Average Exercise Price Weighted-Average Expected Term Weighted-Average Volatility Weighted-Average Risk-Free Interest Rate Expected Dividends Weighted-Average December 31, 2019 586,552 $0.67 6 years 64.38% 1.92% — $0.40 December 31, 2020 411,350 $0.69 6 years 108.58% 0.46% — $0.56 |
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 years ended December 31, 2019 and December 31, 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 411,350 0.56 Vested (283,766) 0.72 Forfeited (12,877) 0.88 Nonvested at December 31, 2020 715,486 $ 0.56 2.5 |
Loss Per Common Share (Tables)
Loss Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | 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. Twelve Months Ended December 31, December 31, Net loss $ (10,250,007) $ (7,290,120) Weighted average shares outstanding - basic and diluted 41,289,705 25,516,573 Basic and diluted loss per common share $ (0.25) $ (0.29) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | 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: Twelve Months Ended December 31, December 31, Stock options 1,560,828 1,222,305 Restricted stock units 980,785 281,365 Restricted stock 232,600 96,747 Warrants 6,517 73,996 Total excluded shares 2,780,730 1,674,413 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 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: Twelve Months Ended December 31, December 31, Managed Services Revenue $ 15,987,226 $ 15,432,868 Legacy Workflow Fees — 156,119 Marketplace Spend Fees 621,931 1,270,560 License Fees 1,507,336 1,986,285 Other Fees 213,062 109,840 SaaS Services Revenue 2,342,329 3,522,804 Total Revenue $ 18,329,555 $ 18,955,672 The following table provides the Company’s revenues as determined by the country of domicile: Twelve Months Ended December 31, December 31, United States $ 17,231,712 $ 17,358,167 Canada 1,097,843 1,597,505 Total $ 18,329,555 $ 18,955,672 |
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 reported in the Company’s consolidated balance sheet: December 31, December 31, 2019 Accounts receivable, net $ 5,207,205 $ 5,596,719 Contract liabilities (unearned revenue) $ 7,180,264 $ 6,466,766 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | The components of the Company’s net deferred income taxes are as follows (rounded): December 31, December 31, Deferred tax assets: Net operating loss carry forwards $ 22,376,000 $ 21,425,000 Accrued expenses 281,000 177,000 Stock option and warrant expenses 474,000 462,000 Accounts receivable 38,000 28,000 Deferred rent — (6,000) Other 3,000 11,000 Total deferred tax assets 23,172,000 22,097,000 Valuation allowance (22,950,000) (21,661,000) Net deferred tax assets 222,000 436,000 Deferred tax liabilities: Fixed and tangible assets (222,000) (436,000) Total deferred tax liabilities (222,000) (436,000) Total deferred tax assets (liabilities) $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation | The following summary reconciles differences from taxes at the federal statutory rate with the effective rate: Twelve Months Ended December 31, December 31, Federal income tax at statutory rates (21.0) % (21) % Change in deferred tax asset valuation allowance 13.8 % 21.5 % Deferred state taxes (2.1) % (4.9) % Non-deductible expenses: Change in value of acquisition liability — % 0.4 % Goodwill impairment 9.0 % — % ISO & Restricted stock compensation (0.1) % 1.3 % Change in state & federal deferred rate 0.2 % 2.4 % Other 0.2 % 0.3 % Income taxes (benefit) at effective rates — % — % |
Company and Summary of Signif_4
Company and Summary of Significant Accounting Policies - Impact of COVID (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Significant Accounting Policies [Line Items] | |
Wage reduction due to pandemic, percentage | 20.00% |
Chief Executive Officer and Chief Operating Officer [Member] | |
Significant Accounting Policies [Line Items] | |
Wage reduction due to pandemic, percentage | 21.00% |
Company and Summary of Signif_5
Company and Summary of Significant Accounting Policies - Cash and Cash Equivalents (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||
Cash, FDIC Insured Amount | $ 250,000 | |
Cash, Uninsured Amount | $ 31,400,000 | $ 4,100,000 |
Company and Summary of Signif_6
Company and Summary of Significant Accounting Policies - Accounts Receivable and Concentration of Credit Risk (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Concentration Risk [Line Items] | ||
Accounts receivable, before allowance for credit loss | $ 5,148,213 | $ 5,106,314 |
Unbilled receivables | 58,992 | 490,405 |
Allowance for doubtful accounts receivable | $ 155,000 | $ 145,000 |
Bad debt expense percentage of revenues (percentage) | 1.00% | 1.00% |
Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, customer | no | no |
Concentration risk, percentage | 10.00% | 10.00% |
Revenue from Contract with Customer Benchmark [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, customer | one | no |
Concentration risk, percentage | 12.00% | 10.00% |
Company and Summary of Signif_7
Company and Summary of Significant Accounting Policies - Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 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 | |
Minimum [Member] | Office Equipment [Member] | ||
Significant Accounting Policies [Line Items] | ||
Property, plant and equipment, useful life (in years) | 3 years | |
Minimum [Member] | Furniture and Fixtures [Member] | ||
Significant Accounting Policies [Line Items] | ||
Property, plant and equipment, useful life (in years) | 5 years | |
Maximum [Member] | Office Equipment [Member] | ||
Significant Accounting Policies [Line Items] | ||
Property, plant and equipment, useful life (in years) | 10 years | |
Maximum [Member] | Furniture and Fixtures [Member] | ||
Significant Accounting Policies [Line Items] | ||
Property, plant and equipment, useful life (in years) | 10 years |
Company and Summary of Signif_8
Company and Summary of Significant Accounting Policies - Goodwill (Details) | 12 Months Ended |
Dec. 31, 2020operating_units | |
Accounting Policies [Abstract] | |
Number of reporting units | 1 |
Company and Summary of Signif_9
Company and Summary of Significant Accounting Policies - Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Impairment of Intangible Assets (Excluding Goodwill) | $ 418,099 | |
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 Signi_10
Company and Summary of Significant Accounting Policies - Software Development Costs (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Amortization period of software development costs (in years) | 5 years |
Company and Summary of Signi_11
Company and Summary of Significant Accounting Policies - Leases (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Lease term | 12 months |
Company and Summary of Signi_12
Company and Summary of Significant Accounting Policies - Revenue Recognition (Details) | 12 Months Ended |
Dec. 31, 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_13
Company and Summary of Significant Accounting Policies - Advertising Costs (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Selling and Marketing Expense [Member] | ||
Significant Accounting Policies [Line Items] | ||
Advertising costs | $ 749,000 | $ 749,000 |
Company and Summary of Signi_14
Company and Summary of Significant Accounting Policies - Stock-Based Compensation (Details) - Equity Incentive 2011 Plan [Member] | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Significant Accounting Policies [Line Items] | ||
Expected term (in years) | 6 years | 6 years |
Weighted average volatility (percentage) | 108.58% | 64.38% |
Weighted average risk free interest rate (percentage) | 0.46% | 1.92% |
Expected dividends | 0.00% | 0.00% |
Weighted-average expected forfeiture rate (percentage) | 7.72% | 9.26% |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 802,910 | $ 1,178,115 |
Less accumulated depreciation and amortization | (571,992) | (868,335) |
Property and equipment, net | 230,918 | 309,780 |
Depreciation and amortization | 135,077 | 131,121 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 221,733 | 298,205 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 67,833 | 86,884 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 513,344 | 455,008 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 0 | 338,018 |
Depreciation and Amortization Expense [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation and amortization | $ 135,077 | $ 131,121 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Identifiable Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | $ 6,211,469 | $ 6,211,469 |
Less accumulated amortization | (5,705,913) | (4,599,953) |
Intangible assets, net | 505,556 | 1,611,516 |
Content provider networks | ||
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 | ||
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 | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | $ 820,000 | 820,000 |
Less accumulated amortization | $ (820,000) | (622,167) |
Useful life (in years) | 5 years | |
Self-service content customers | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | $ 2,810,000 | 2,810,000 |
Less accumulated amortization | $ (2,304,444) | (1,437,778) |
Useful life (in years) | 3 years | |
Managed content customers | ||
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 | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | $ 166,469 | 166,469 |
Less accumulated amortization | $ (166,469) | (133,175) |
Useful life (in years) | 5 years | |
Embedded non-compete provision | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | $ 28,000 | 28,000 |
Less accumulated amortization | $ (28,000) | $ (19,833) |
Useful life (in years) | 2 years |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Other Acquired Assets (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 6,211,469 | $ 6,211,469 |
Less accumulated amortization | (5,705,913) | (4,599,953) |
Intangible assets, net | 505,556 | 1,611,516 |
Ebyline Intangible Assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | 2,370,000 | 2,370,000 |
ZenContent Intangible Assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | 722,000 | 722,000 |
Domains | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | 166,469 | 166,469 |
TapInfluence Intangible Assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 2,953,000 | $ 2,953,000 |
Intangible Assets - (Detail Tex
Intangible Assets - (Detail Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, remaining weighted average amortization period | 7 months | |
Goodwill, Impairment Loss | $ 4,300,000 | $ 0 |
Cost of Acquired Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of intangible assets | 197,833 | 226,000 |
Depreciation and Amortization Expense [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of intangible assets | 1,105,960 | 1,228,433 |
Impairment of Intangible assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Asset impairment charges | $ 0 | $ 310,000 |
Intangible Assets - Schedule _3
Intangible Assets - Schedule of Future Estimated Amortization Expense for Identifiable Intangible Assets (Details) | Dec. 31, 2020USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible asset amortization expense, 2021 | $ 505,556 |
Finite-lived intangible assets, Total | $ 505,556 |
Intangible Assets - Goodwill Ba
Intangible Assets - Goodwill Balance (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill, beginning balance | $ 8,316,722 | $ 8,316,722 |
Acquisitions, impairments or other changes during the year | (4,300,000) | 0 |
Goodwill, ending balance | $ 4,016,722 | $ 8,316,722 |
Software Development Costs - Sc
Software Development Costs - Schedule of Software Development Cost (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Research and Development [Abstract] | ||
Software development costs | $ 3,036,810 | $ 2,673,017 |
Less accumulated amortization | (1,564,126) | (1,153,037) |
Software development costs, net | $ 1,472,684 | $ 1,519,980 |
Software Development Costs - _2
Software Development Costs - Schedule of Future Estimated Amortization Expense (Details) | Dec. 31, 2020USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Software Amortization Expense, 2021 | $ 505,556 |
Software Amortization Expense, Total | 505,556 |
Software and Software Development Costs [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Software Amortization Expense, 2021 | 455,841 |
Software Amortization Expense, 2022 | 400,474 |
Software Amortization Expense, 2023 | 359,685 |
Software Amortization Expense, 2024 | 177,764 |
Software Amortization Expense, Thereafter | 78,920 |
Software Amortization Expense, Total | $ 1,472,684 |
Software Development Costs (Det
Software Development Costs (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Capitalized computer software, additions | $ 363,793 | $ 590,549 |
Capitalized computer software, gross | 3,036,810 | 2,673,017 |
Software development costs, net | 1,472,684 | 1,519,980 |
Depreciation and Amortization Expense [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Capitalized computer software, amortization | $ 411,089 | 391,075 |
Impairment of Intangible assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Capitalized computer software, impairments | 108,099 | |
Software development costs, net | $ 234,047 | |
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 ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Accrued payroll liabilities | $ 1,504,113 | $ 1,202,765 |
Accrued taxes | 286,455 | 117,698 |
Current portion of finance obligation | 30,487 | 26,837 |
Accrued other | 103,918 | 30,256 |
Total accrued liabilities | $ 1,924,973 | $ 1,377,556 |
Notes Payable - Canada Emergenc
Notes Payable - Canada Emergency Business Account (Details) | 12 Months Ended | |||
Dec. 31, 2020CAD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Apr. 23, 2020USD ($) | |
Canada Emergency Business Account Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Face Amount | $ 40,000 | $ 31,422 | ||
Debt Instrument, Periodic Payment, Principal | $ 0 | |||
Debt Instrument, Periodic Payment, Interest | 0 | |||
Debt Instrument, Decrease, Forgiveness | $ 10,000 | |||
Percentage of loan to be repaid for debt forgiveness | 75.00% | 75.00% | ||
Amount of loan to be repaid for debt forgiveness | $ 30,000 | |||
SBA Loan - Paycheck Protection Program [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Face Amount | $ 1,905,100 |
Notes Payable -Payment Protecti
Notes Payable -Payment Protection Program (Details) - USD ($) | Apr. 23, 2020 | Dec. 31, 2020 |
SBA Loan - Paycheck Protection Program [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Term | 2 years | |
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | |
Long-term Debt, Maturities, Repayment Terms | Loan payments on the PPP Loan may be deferred to either (1) the date that the SBA remits the Company’s loan forgiveness amount to the Lender or (2) ten months after the end of the Company’s loan forgiveness covered period, if the Company does not apply for loan forgiveness | |
Debt Instrument, Face Amount | $ 1,905,100 | |
Finance Obligation | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 9.50% |
Notes Payable - Finance Obligat
Notes Payable - Finance Obligation (Details) | 12 Months Ended | |
Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Debt Instrument [Line Items] | ||
Long-term Debt | $ 2,010,817 | |
Finance Obligation | ||
Debt Disclosure [Abstract] | ||
Debt Instrument, Interest Rate, Stated Percentage | 9.50% | |
Debt Instrument [Line Items] | ||
Short-term Debt | $ 30,487 | $ 26,837 |
Long-term Debt | $ 74,295 | $ 72,510 |
Number of finance obligation | 2 | |
Number of annual payments to vendors for computer equipment | 4 |
Notes Payable - Secured Credit
Notes Payable - Secured Credit Facility (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||
Line of credit facility, current borrowing capacity | $ 4,100,000 | |
Interest expense | 63,012 | $ 233,654 |
Secured Line of Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Line of credit facility, maximum borrowing capacity | 5,000,000 | |
Debt instrument, annual facility fee | $ 20,000 | |
Line of credit facility, commitment fee percentage (percentage) | 0.40% | |
Line of credit facility, annual due diligence fee | $ 1,000 | |
Debt instrument, description of variable rate basis | prime plus 1.5% | |
Debt instrument, description of default rate of interest | prime plus 7% | |
Long-term line of credit | $ 0 | 0 |
Debt issuance cost amortization period (years) | 1 year | |
Deferred costs | $ 7,000 | |
Interest expense | $ 36,125 | 60,155 |
Deferred financing costs, amortization period | 4 months | |
Eligible securitization percentage of accounts receivable (percentage) | 80.00% | |
Secured Line of Credit Facility [Member] | Interest Expense [Member] | ||
Debt Instrument [Line Items] | ||
Amortization of debt issuance costs | $ 21,000 | $ 25,215 |
Notes Payable - Schedule of Fut
Notes Payable - Schedule of Future Maturities (Details) | Dec. 31, 2020USD ($) |
Debt Disclosure [Abstract] | |
Long-term debt, future contractural maturities 2021 | $ 1,507,626 |
Long-term debt, future contractural maturities 2022 | 492,771 |
Long-term debt, future contractural maturities 2023 | 10,420 |
Long-term Debt | $ 2,010,817 |
Commitments and Contingencies -
Commitments and Contingencies - Lease Commitments (Details) | 12 Months Ended | ||
Dec. 31, 2020USD ($)lease | Dec. 31, 2019USD ($) | Jan. 01, 2019USD ($) | |
Other Commitments [Line Items] | |||
Number of finance lease obligations | 0 | ||
Operating lease, right-of-use asset | $ 107,831 | $ 410,852 | |
Operating lease, right-of-use asset, amortization | $ 1,330 | 24,462 | |
Lessee, operating lease, discount rate | 9.50% | ||
Operating lease, liability | 83,807 | $ 399,892 | |
Number of material leases | lease | 1 | ||
Number of operating lease liabilities | lease | 1 | ||
General and Administrative Expense [Member] | |||
Other Commitments [Line Items] | |||
Operating leases, rent expense | $ 264,048 | 627,101 | |
Operating lease payment | $ 113,516 | $ 340,548 |
Commitments and Contingencies_2
Commitments and Contingencies - Retirement Plans (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Other Commitments [Line Items] | ||
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 50.00% | |
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 8.00% | |
Defined Contribution Plan, Employers Matching Contribution, Annual Vesting Percentage | 20.00% | |
Defined Contribution Plan, Employers Matching Contribution, Years of Service | 2 years | |
Defined Contribution Plan, Cost | $ 151,131 | $ 159,581 |
Cost of revenue [Member] | ||
Other Commitments [Line Items] | ||
Defined Contribution Plan, Cost | 27,990 | 45,778 |
Sales and marketing | ||
Other Commitments [Line Items] | ||
Defined Contribution Plan, Cost | 57,389 | 60,457 |
General and Administrative Expense [Member] | ||
Other Commitments [Line Items] | ||
Defined Contribution Plan, Cost | $ 65,752 | $ 53,346 |
Commitments and Contingencies_3
Commitments and Contingencies - Litigation (Details) - USD ($) | May 07, 2019 | Mar. 06, 2019 | Dec. 31, 2018 |
Commitments and Contingencies Disclosure [Abstract] | |||
Loss contingency, estimate of possible loss | $ 500,000 | ||
Portion paid by insurance company paid into settlement fund | $ 800,000 | ||
Payments for legal settlements | $ 400,000 | ||
Loss contingency, damages awarded, value | $ 300,000 |
Stockholders' Equity - Authoriz
Stockholders' Equity - Authorized Shares (Detail) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Stockholders' Equity [Abstract] | ||
Common stock, shares authorized (shares) | 200,000,000 | 200,000,000 |
Preferred stock, shares authorized (shares) | 10,000,000 | 10,000,000 |
Preferred stock, par value (per share) | $ 0.0001 | $ 0.0001 |
Stockholders' Equity - Sales of
Stockholders' Equity - Sales of Securities (Details) - USD ($) | May 10, 2019 | Dec. 31, 2020 | Jun. 12, 2020 |
At the Market (ATM) Offering [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Sale of stock, price per share (per share) | $ 1.92 | ||
Proceeds from issuance or sale of equity | $ 28,455,096 | ||
Common stock, capital shares reserved for future issuance (shares) | 40,000,000 | ||
Sale of stock, number of shares issued in transaction | 14,819,740 | ||
May 2019 Public Offering [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Sale of stock, price per share (per share) | $ 0.70 | ||
Proceeds from issuance or sale of equity | $ 10,000,000 | ||
Proceeds from issuance or sale of equity paid directly to company | $ 9,200,000 | ||
Stock issued during period, shares, new issues (shares) | 14,285,714 | ||
May 2019 Public Offering [Member] | Chief Executive Officer [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock issued during period, shares, new issues (shares) | 21,428 | ||
May 2019 Public Offering [Member] | Former Chief Financial Officer | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock issued during period, shares, new issues (shares) | 42,857 |
Stockholders' Equity - Stock Is
Stockholders' Equity - Stock Issued for Acquisitions (Details) - USD ($) | Jul. 31, 2019 | Jul. 26, 2019 | Jan. 26, 2019 | Jul. 31, 2016 | Jul. 26, 2018 | Dec. 31, 2019 | Jul. 11, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Gain on settlement acquisition | $ 752,591 | ||||||
Stock issued for payment of acquisition liability | $ 4,004,397 | ||||||
TapInfluence Intangible Assets | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Payments to acquire businesses, gross | $ 1,500,000 | ||||||
Business acquisition, equity interest issued or issuable, number of shares | 6,908,251 | 660,136 | 1,150,000 | ||||
Business acquisition equity interest issued or issuable, value assigned | $ 3,500,000 | $ 884,583 | $ 1,759,500 | ||||
Business acquisition share price | $ 0.50664 | $ 1.34 | $ 1.53 | ||||
Payments for previous acquisition | $ 4,500,000 | ||||||
Business combination, acquisition working class adjustment | $ 115,417 | ||||||
Loss on settlement of acquisition payments | $ 191,439 | ||||||
Actual closing market price of common stock | $ 0.3977 | $ 1.63 | |||||
ZenContent Intangible Assets | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Payments to acquire businesses, gross | $ 400,000 | ||||||
Business acquisition, equity interest issued or issuable, number of shares | 447,489 | ||||||
Business acquisition equity interest issued or issuable, value assigned | $ 222,223 | ||||||
Business acquisition share price | $ 0.4966 | ||||||
Payments for previous acquisition | $ 111,111 | ||||||
Actual closing market price of common stock | $ 0.4044 | ||||||
Gain on settlement acquisition | $ 41,258 | ||||||
Business combination maximum purchase price payment term (years) | 3 years | ||||||
Business combination maximum purchase price | $ 4,500,000 | ||||||
Business combination, annual installment payments | 3 | ||||||
Business combination, contingent consideration, liability | 2,500,000 | ||||||
Annual installment or contingent performance payments (percentage) | $ 1,000,000 | ||||||
Stock issued for payment of acquisition liability (shares) | 86,207 | ||||||
Stock issued for payment of acquisition liability | $ 600,000 | ||||||
Contingent performance installment payments | 33.00% |
Stockholders' Equity - Equity I
Stockholders' Equity - Equity Incentive Plan (Details) - shares | Dec. 31, 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) | 3,812,928 | |
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) | 7,500,000 |
Stockholders' Equity - Restrict
Stockholders' Equity - Restricted Stock (Details) | Jan. 31, 2020USD ($)directorsshares | Mar. 28, 2019USD ($)shares | Jan. 31, 2019USD ($)directorsshares | Sep. 30, 2019USD ($)shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock issued for payment of services | $ 125,000 | $ 141,665 | |||||
Number of independent directors | directors | 5 | ||||||
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] | |||||||
Restricted stock units, nonvested forfeited in period | shares | 0 | (8,057) | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 1 year 4 months 24 days | 1 year 10 months 24 days | 1 year 4 months 24 days | ||||
Chief Executive Officer [Member] | Restricted stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock issued for payment of services (shares) | shares | 27,184 | ||||||
Stock issued for payment of services | $ 36,427 | ||||||
Number of vesting period equal monthly installments | 12 months | ||||||
Chief Operating Officer [Member] | Restricted stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock issued for payment of services (shares) | shares | 4,570 | ||||||
Stock issued for payment of services | $ 6,124 | ||||||
Number of vesting period equal monthly installments | 48 months | ||||||
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 | ||||||
Restricted stock units, nonvested 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 (shares) | shares | 390,625 | 88,758 | |||||
Stock issued for payment of services | $ 125,000 | $ 150,000 | |||||
Number of independent directors | directors | 6 | ||||||
Employees [Member] | Restricted stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Restricted stock or unit expense | $ 33,677 | $ 169,534 | |||||
Non-Employees [Member] | Restricted stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Restricted stock or unit expense | 125,000 | $ 141,665 | |||||
Equity Incentive 2011 Plan [Member] | Restricted stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Fair value of common stock issued for future services | 31,202 | ||||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, aggregate intrinsic value, nonvested | $ 24,872 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 5 months |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Non-Vested Restricted Stock (Details) - Restricted Stock [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 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 | (408,241) | (139,157) | |
Restricted stock units, nonvested forfeited in period | 0 | (8,057) | |
Restricted stock units, nonvested ending of period | 13,666 | 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 | 0.39 | 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 | $ 2.28 | $ 2.15 | $ 3.70 |
Restricted stock units, nonvested weighted average remaining contractual terms | 1 year 4 months 24 days | 1 year 10 months 24 days | 1 year 4 months 24 days |
Stockholders' Equity - Restri_2
Stockholders' Equity - Restricted Stock Units (Details) - USD ($) | Jan. 04, 2020 | Aug. 29, 2019 | May 17, 2019 | May 14, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock issued for payment of services | $ 125,000 | $ 141,665 | |||||
Fair value of common stock issued for future services | 125,000 | $ 192,550 | |||||
Restricted Stock Units (RSUs) [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Fair value of common stock issued for future services | 235,016 | ||||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, aggregate intrinsic value, nonvested | $ 1,766,035 | ||||||
Restricted stock units, nonvested weighted average remaining contractual terms | 1 year 2 months 12 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) | 84,994 | 41,824 | |||||
Stock issued for payment of services | $ 23,739 | $ 14,052 | |||||
Sale of stock, vesting period (months) | 48 months | 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) | 100,000 | ||||||
Stock issued for payment of services | $ 27,930 | ||||||
Sale of stock, vesting period (months) | 12 months | ||||||
Employees [Member] | Restricted Stock Units (RSUs) [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Restricted stock or unit expense | $ 214,528 | $ 117,794 | |||||
Chief Financial Officer [Member] | Restricted Stock Units (RSUs) [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock issued for payment of services, net (shares) | 890 | ||||||
Stock issued for payment of services | $ 578 | ||||||
Sale of stock, vesting period (months) | 12 months | ||||||
Stock issued during period, shares, restricted stock award, forfeited | 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) | 258,312 | 131,235 | 123,228 | ||||
Stock issued for payment of services | $ 82,660 | $ 76,510 | $ 61,790 | ||||
Sale of stock, vesting period (months) | 48 months | 36 months | 36 months | ||||
Non Executive 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) | 583,322 | ||||||
Stock issued for payment of services | $ 215,936 | ||||||
Sale of stock, vesting period (months) | 12 months |
Stockholders' Equity - Restri_3
Stockholders' Equity - Restricted Stock Units Schedule (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 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 | 930,145 | 410,437 | |
Restricted stock units, nonvested vested in period | (172,441) | (149,290) | |
Restricted stock units, nonvested forfeited in period | (154,167) | (54,335) | |
Restricted stock units, nonvested ending of period | 970,349 | 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 | 0.37 | 0.40 | |
Restricted stock units , nonvested vested in period, weighted average grant date fair value | 0.41 | 0.79 | |
Restricted stock units, nonvested forfeited in period, weighted average grant date fair value | 0.30 | 1.04 | |
Restricted stock units, nonvested weighted average grant date fair value | $ 0.39 | $ 0.42 | $ 1.04 |
Restricted stock units, nonvested weighted average remaining contractual terms | 1 year 2 months 12 days | 3 years 2 months 12 days | 1 year |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Options (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock, par value (per share) | $ 0.0001 | $ 0.0001 | |
Stock option plan expense | $ 225,083 | $ 339,942 | |
Percentage of individual ownership of common stock (percentage) | 10.00% | ||
Share-based compensation arrangement by share-based payment award, options, outstanding, intrinsic value | $ 1,127,194 | ||
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 | 1,712,806 | 1,357,837 | 1,040,477 |
Common shares expected to vest | 997,320 | ||
Common shares expected to vest weighted average | $ 3.84 | ||
Common shares, exercised | 369 | 0 | |
Share-based compensation arrangement by share-based payment award, options, exercisable, intrinsic value | $ 364,866 | ||
Weighted average remaining years to vest (in years) | 2 years 6 months | 3 years | 2 years 4 months 24 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 2.56 | $ 3.24 | $ 5.23 |
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] | |||
Common stock, par value (per share) | $ 1.82 | ||
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized | $ 361,498 | ||
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock, par value (per share) | $ 1.82 | ||
Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock, par value (per share) | $ 1.82 | ||
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 | 12 Months Ended | ||
Dec. 31, 2020 | 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 | |
Total stock options granted | 411,350 | 586,552 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | 0 | (147,313) | |
Common shares, exercised | (369) | 0 | |
Common shares, forfeited | (56,012) | (121,879) | |
Common shares, outstanding end of period | 1,712,806 | 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 | |
Weighted average exercise price, granted | 0.69 | 0.67 | |
Weighted average exercise price, exercised | 1 | ||
Weighted average exercise price,expired | 0 | 7.59 | |
Weighted average exercise price, forfeited | 5.08 | 2.70 | |
Weighted average exercise price, end of period | $ 2.56 | $ 3.24 | $ 5.23 |
Weighted average remaining life (years), outstanding | 6 years 10 months 24 days | 7 years 2 months 12 days | 6 years 6 months |
Common shares expected to vest | 997,320 | ||
Common shares expected to vest weighted average | $ 3.84 | ||
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 | 12 Months Ended | ||
Dec. 31, 2020 | 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 | |
Common shares, granted | 411,350 | 586,552 | |
Common shares, vested | (283,766) | (197,202) | |
Common shares, forfeited | (12,877) | (89,081) | |
Common shares, nonvested end of period | 715,486 | 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 | |
Weighted average grant date fair value, granted | 0.56 | 0.40 | |
Weighted average grant date fair value, vested | 0.72 | 1.44 | |
Weighted average grant date fair value, forfeited | 0.88 | 0.80 | |
Weighted average grant date fair value, nonvested end of period | $ 0.56 | $ 0.64 | $ 0.80 |
Weighted average remaining years to vest (in years) | 2 years 6 months | 3 years | 2 years 4 months 24 days |
Stockholders' Equity - Schedu_4
Stockholders' Equity - Schedule of Stock Option Assumptions (Details) - Equity Incentive 2011 Plan [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock options granted | 411,350 | 586,552 |
Weighted average exercise price, granted | $ 0.69 | $ 0.67 |
Expected term (in years) | 6 years | 6 years |
Weighted average volatility (percentage) | 108.58% | 64.38% |
Weighted average risk free interest rate (percentage) | 0.46% | 1.92% |
Weighted average grant date fair value, granted | $ 0.56 | $ 0.40 |
Stockholders' Equity - Employee
Stockholders' Equity - Employee Stock Purchase Plan (Details) - 2014 Employee Stock Purchase Plan [Member] | 12 Months Ended | |
Dec. 31, 2020USD ($)hoursshares | Dec. 31, 2019USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock, capital shares reserved for future issuance (shares) | 500,000 | |
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% | |
Stock purchase plan issuances (shares) | 5,539 | 26,411 |
Proceeds Employee Stock Purchase Plans | $ | $ 5,320 | $ 6,979 |
Remaining Common Stock, Capital Shares Reserved for Future Issuance | 395,613 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary Stock-Based Compensation (Details) - Stock options - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 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) | $ 477,993 | $ 634,651 |
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) | 10,152 | 42,467 |
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) | 55,458 | 82,627 |
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) | $ 412,383 | $ 509,557 |
Stockholders' Equity - Share Re
Stockholders' Equity - Share Repurchase Program (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Jul. 02, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Stock repurchase program, authorized amount | $ 3,500,000 | |
Stock repurchase program expiration date | Dec. 31, 2020 |
Loss Per Common Share - Schedul
Loss Per Common Share - Schedule of Dilutive Shares (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (10,250,007) | $ (7,290,120) |
Weighted average common shares outstanding – basic and diluted | 41,289,705 | 25,516,573 |
Basic and diluted loss per common share | $ (0.25) | $ (0.29) |
Loss Per Common Share - Sched_2
Loss Per Common Share - Schedule of Anti-Dilutive Shares (Details) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 2,780,730 | 1,674,413 |
Stock options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 1,560,828 | 1,222,305 |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 980,785 | 281,365 |
Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 232,600 | 96,747 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 6,517 | 73,996 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Revenue from contract with customer, excluding assessed tax | $ 18,329,555 | $ 18,955,672 |
Managed Services Revenue | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Revenue from contract with customer, excluding assessed tax | 15,987,226 | 15,432,868 |
Legacy Workflow Fees [Member] | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Revenue from contract with customer, excluding assessed tax | 0 | 156,119 |
Marketplace Spend Fees | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Revenue from contract with customer, excluding assessed tax | 621,931 | 1,270,560 |
License Fees | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Revenue from contract with customer, excluding assessed tax | 1,507,336 | 1,986,285 |
Other Fees | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Revenue from contract with customer, excluding assessed tax | 213,062 | 109,840 |
SaaS Services Revenue | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Revenue from contract with customer, excluding assessed tax | 2,342,329 | 3,522,804 |
United States | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Revenue from contract with customer, excluding assessed tax | 17,231,712 | 17,358,167 |
Canada | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Revenue from contract with customer, excluding assessed tax | $ 1,097,843 | $ 1,597,505 |
Revenue - Contract Balances (De
Revenue - Contract Balances (Details) | 12 Months Ended | |
Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Revenue from Contract with Customer [Abstract] | ||
Accounts receivable, net | $ 5,207,205 | $ 5,596,719 |
Contract liabilities (unearned revenue) | $ 7,180,264 | $ 6,466,766 |
Length of contract with customers | 1 year | |
Contract length for sales commissions payment | 1 |
Income Taxes - Deferred Income
Income Taxes - Deferred Income Taxes (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Net operating loss carry forwards | $ 22,376,000 | $ 21,425,000 |
Accrued expenses | 281,000 | 177,000 |
Stock option and warrant expenses | 474,000 | 462,000 |
Accounts receivable | 38,000 | 28,000 |
Deferred rent | 0 | (6,000) |
Other | 3,000 | 11,000 |
Total deferred tax assets | 23,172,000 | 22,097,000 |
Valuation allowance | (22,950,000) | (21,661,000) |
Net deferred tax assets | 222,000 | 436,000 |
Deferred tax liabilities: | ||
Fixed and tangible assets | (222,000) | (436,000) |
Total deferred tax liabilities | 222,000 | 436,000 |
Total deferred tax assets (liabilities) | $ 0 | $ 0 |
Income Taxes - Effective Rate R
Income Taxes - Effective Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax at statutory rates | (21.00%) | (21.00%) |
Change in deferred tax asset valuation allowance | 13.80% | 21.50% |
Deferred state taxes | (2.10%) | (4.90%) |
Non-deductible expenses: | ||
Change in value of acquisition liability | 0.00% | 0.40% |
Goodwill impairment | 9.00% | 0.00% |
ISO & Restricted stock compensation | (0.10%) | 1.30% |
Change in state & federal deferred rate | 0.20% | 2.40% |
Other | 0.20% | (0.30%) |
Income taxes (benefit) at effective rates | 0.00% | 0.00% |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Examination [Line Items] | ||
Operating loss carryforwards, valuation allowance | $ 1,289,000 | $ 1,912,000 |
Minimum [Member] | ||
Income Tax Examination [Line Items] | ||
Operating loss carryforwards, expiration year | 2026 | |
Maximum [Member] | ||
Income Tax Examination [Line Items] | ||
Operating loss carryforwards, expiration year | 2040 | |
Domestic Tax Authority | ||
Income Tax Examination [Line Items] | ||
Operating loss carryforwards | $ 86,103,878 | |
State and Local Jurisdiction | ||
Income Tax Examination [Line Items] | ||
Operating loss carryforwards | $ 88,222,647 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | 3 Months Ended | |
Mar. 26, 2021 | Jan. 25, 2021 | |
2020 and 2021 Sales Agreements | ||
Subsequent Event [Line Items] | ||
Proceeds from stock plans | $ 62,766,730 | |
2021 Sales Agreement | ||
Subsequent Event [Line Items] | ||
Stock issued during period, shares, new issues (shares) | 8,691,391 | |
Sale of stock, price per share (per share) | $ 3.95 | |
Common stock, capital shares reserved for future issuance (shares) | 35,000,000 | |
Proceeds from stock plans | $ 34,311,634 |