Cover
Cover - shares | 9 Months Ended | ||
Sep. 30, 2021 | Nov. 05, 2021 | Dec. 31, 2020 | |
Cover [Abstract] | |||
Entity Central Index Key | 0001495231 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 62,000,000 | ||
Document Type | 10-Q | ||
Document Fiscal Period Focus | Q3 | ||
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 | 1317 Edgewater Dr | ||
Entity Address, City or Town | Orlando | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 32804 | ||
City Area Code | 407 | ||
Local Phone Number | 674-6911 | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | IZEA | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
Entity Emerging Growth Company | false | ||
Document Period End Date | Sep. 30, 2021 | ||
Entity Small Business | true | ||
Entity Current Reporting Status | Yes | ||
Document Quarterly Report | true | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Shell Company | false | ||
Common stock, shares outstanding (shares) | 61,903,631 | 50,050,167 | |
Entity Address, Address Line Two | #1880 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 74,451,857 | $ 33,045,225 |
Accounts receivable, net | 7,093,028 | 5,207,205 |
Prepaid expenses | 1,646,895 | 199,294 |
Other current assets | 40,853 | 74,467 |
Total current assets | 83,232,633 | 38,526,191 |
Property and equipment, net | 157,769 | 230,918 |
Goodwill | 4,016,722 | 4,016,722 |
Intangible assets, net | 0 | 505,556 |
Software development costs, net | 1,127,093 | 1,472,684 |
Total assets | 88,534,217 | 44,752,071 |
Current liabilities: | ||
Accounts payable | 1,372,546 | 1,880,144 |
Accrued expenses | 2,419,917 | 1,924,973 |
Contract liabilities | 10,660,068 | 7,180,264 |
Current portion of notes payable | 0 | 1,477,139 |
Total current liabilities | 14,452,531 | 12,462,520 |
Finance obligation, less current portion | 34,292 | 43,808 |
Notes payable, less current portion | 31,470 | 459,383 |
Liabilities | 14,518,293 | 12,965,711 |
Commitments and Contingencies (Note 7) | $ 0 | $ 0 |
Preferred stock, shares outstanding | 0 | 0 |
Stockholders’ equity: | ||
Preferred stock; $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding | $ 0 | $ 0 |
Common stock; $0.0001 par value; 200,000,000 shares authorized; 61,903,631 and 50,050,167, respectively, issued and outstanding | 6,190 | 5,005 |
Additional paid-in capital | 148,229,391 | 102,416,131 |
Accumulated deficit | (74,219,657) | (70,634,776) |
Total stockholders’ equity | 74,015,924 | 31,786,360 |
Total liabilities and stockholders’ equity | $ 88,534,217 | $ 44,752,071 |
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 |
Common stock, shares outstanding (shares) | 61,903,631 | 50,050,167 |
Common stock, par value (per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (shares) | 200,000,000 | 200,000,000 |
Consolidated Balance Sheets Par
Consolidated Balance Sheets Parentheticals - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
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) | 61,903,631 | 50,050,167 |
Common stock, shares outstanding (shares) | 61,903,631 | 50,050,167 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenue | $ 7,607,546 | $ 4,036,120 | $ 19,521,917 | $ 11,934,827 |
Costs and expenses: | ||||
Cost of revenue (exclusive of amortization) | 3,975,532 | 1,701,770 | 9,664,543 | 5,256,536 |
Sales and marketing | 2,240,936 | 1,403,037 | 6,622,128 | 4,154,871 |
General and administrative | 2,670,785 | 1,827,267 | 7,865,510 | 6,165,597 |
Impairment of goodwill | 0 | 0 | 0 | 4,300,000 |
Depreciation and amortization | 220,453 | 372,483 | 949,906 | 1,250,859 |
Total costs and expenses | 9,107,706 | 5,304,557 | 25,102,087 | 21,127,863 |
Loss from operations | (1,500,160) | (1,268,437) | (5,580,170) | (9,193,036) |
Other income (expense): | ||||
Interest expense | (1,558) | (16,448) | (24,090) | (42,542) |
Other income (expense), net | 20,961 | 30,085 | 2,019,379 | 26,175 |
Total other income (expense), net | 19,403 | 13,637 | 1,995,289 | (16,367) |
Net loss | $ (1,480,757) | $ (1,254,800) | $ (3,584,881) | $ (9,209,403) |
Weighted average common shares outstanding – basic and diluted | 61,883,017 | 45,772,638 | 59,875,142 | 38,879,218 |
Basic and diluted loss per common share | $ (0.02) | $ (0.03) | $ (0.06) | $ (0.24) |
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, 2019 | 34,634,172 | |||
Balance, Beginning of Period at Dec. 31, 2019 | $ 13,718,023 | $ 3,464 | $ 74,099,328 | $ (60,384,769) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Sale of securities (shares) | 13,258,172 | |||
Sale of securities | 25,740,293 | $ 1,326 | 25,738,967 | |
Stock purchase plan & option exercise issuances (shares) | 10,034 | |||
Stock purchase plan & option exercise issuances | 2,313 | $ 1 | 2,312 | |
Stock issued for payment of services (shares) | 292,965 | |||
Stock issued for payment of services | 93,749 | $ 29 | 93,720 | |
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | (680,786) | (680,786) | ||
Stock-based compensation (shares) | 136,036 | |||
Stock-based compensation | 356,846 | $ 13 | 356,833 | |
Net loss | (9,209,403) | (9,209,403) | ||
Balance (shares) at Sep. 30, 2020 | 48,331,379 | |||
Balance, End of Period at Sep. 30, 2020 | 30,021,035 | $ 4,833 | 99,610,374 | (69,594,172) |
Balance (shares) at Dec. 31, 2019 | 34,634,172 | |||
Balance, Beginning of Period at Dec. 31, 2019 | 13,718,023 | $ 3,464 | 74,099,328 | (60,384,769) |
Balance (shares) at Dec. 31, 2020 | 50,050,167 | |||
Balance, End of Period at Dec. 31, 2020 | 31,786,360 | $ 5,005 | 102,416,131 | (70,634,776) |
Balance (shares) at Jun. 30, 2020 | 41,784,601 | |||
Balance, Beginning of Period at Jun. 30, 2020 | 20,980,331 | $ 4,178 | 89,315,525 | (68,339,372) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Sale of securities (shares) | 6,401,931 | |||
Sale of securities | 10,378,440 | $ 641 | 10,377,799 | |
Stock issued for payment of services (shares) | 97,655 | |||
Stock issued for payment of services | 31,250 | $ 10 | 31,240 | |
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | (222,754) | (222,754) | ||
Stock-based compensation (shares) | 47,192 | |||
Stock-based compensation | 108,568 | $ 4 | 108,564 | |
Net loss | (1,254,800) | (1,254,800) | ||
Balance (shares) at Sep. 30, 2020 | 48,331,379 | |||
Balance, End of Period at Sep. 30, 2020 | 30,021,035 | $ 4,833 | 99,610,374 | (69,594,172) |
Balance (shares) at Dec. 31, 2020 | 50,050,167 | |||
Balance, Beginning of Period at Dec. 31, 2020 | 31,786,360 | $ 5,005 | 102,416,131 | (70,634,776) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Sale of securities (shares) | 11,186,084 | |||
Sale of securities | 46,544,688 | $ 1,119 | 46,543,569 | |
Stock purchase plan & option exercise issuances (shares) | 164,646 | |||
Stock purchase plan & option exercise issuances | 59,327 | $ 16 | 59,311 | |
Stock issued for payment of services (shares) | 22,608 | |||
Stock issued for payment of services | 109,784 | $ 2 | 109,782 | |
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | (1,094,929) | (1,094,929) | ||
Stock-based compensation (shares) | 681,068 | |||
Stock-based compensation | 633,219 | $ 68 | 633,151 | |
Shares withheld to cover statutory taxes (shares) | (200,942) | |||
Shares withheld to cover statutory taxes | (437,644) | $ (20) | (437,624) | |
Net loss | (3,584,881) | (3,584,881) | ||
Balance (shares) at Sep. 30, 2021 | 61,903,631 | |||
Balance, End of Period at Sep. 30, 2021 | 74,015,924 | $ 6,190 | 148,229,391 | (74,219,657) |
Balance (shares) at Jun. 30, 2021 | 61,809,573 | |||
Balance, Beginning of Period at Jun. 30, 2021 | 75,273,633 | $ 6,181 | 148,006,352 | (72,738,900) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Stock purchase plan & option exercise issuances (shares) | 27,995 | |||
Stock purchase plan & option exercise issuances | 11,241 | $ 2 | 11,239 | |
Stock issued for payment of services (shares) | 7,716 | |||
Stock issued for payment of services | 37,544 | $ 1 | 37,543 | |
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | (14,094) | (14,094) | ||
Stock-based compensation (shares) | 76,745 | |||
Stock-based compensation | 229,039 | $ 8 | 229,031 | |
Shares withheld to cover statutory taxes (shares) | (18,398) | |||
Shares withheld to cover statutory taxes | (40,682) | $ (2) | (40,680) | |
Net loss | (1,480,757) | (1,480,757) | ||
Balance (shares) at Sep. 30, 2021 | 61,903,631 | |||
Balance, End of Period at Sep. 30, 2021 | $ 74,015,924 | $ 6,190 | $ 148,229,391 | $ (74,219,657) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net Income (Loss) Attributable to Parent | $ (3,584,881) | $ (9,209,403) |
Adjustments to reconcile net loss to net cash used for operating activities: | ||
Gain (Loss) on Extinguishment of Debt | (1,927,220) | 0 |
Depreciation and amortization | 98,759 | 102,495 |
Amortization of software development costs and other intangible assets | 851,147 | 1,148,364 |
Impairment of goodwill | 0 | 4,300,000 |
Gain on disposal of equipment | (21,522) | (22,423) |
Provision for losses on accounts receivable | 0 | 108,381 |
Stock-based compensation | 633,219 | 356,846 |
Fair value of stock issued for payment of services | 109,784 | 93,749 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,885,823) | 1,507,206 |
Prepaid expenses and other current assets | (1,413,987) | (80,038) |
Security deposits | 0 | 151,803 |
Accounts payable | (507,598) | (919,255) |
Accrued expenses | 516,238 | (121,665) |
Contract liabilities | 3,479,804 | 561,921 |
Right-of-use asset and lease liability, net | 0 | 24,024 |
Net cash used for operating activities | (3,652,080) | (1,997,995) |
Cash flows from investing activities: | ||
Purchase of equipment | (33,912) | (17,290) |
Proceeds from sale of equipment | 29,824 | 29,007 |
Software development costs | 0 | (266,035) |
Net cash used for investing activities | (4,088) | (254,318) |
Cash flows from financing activities: | ||
Proceeds from sale of securities | 46,544,688 | 25,740,293 |
Stock issuance costs | 1,094,929 | 680,786 |
Proceeds from stock purchase plan and option exercise issuances | 59,327 | 2,313 |
Payments on shares withheld for statutory taxes | (437,644) | 0 |
Proceeds from notes payable | 0 | 1,935,195 |
Payments on finance obligation | (8,642) | (11,410) |
Net cash provided by financing activities | 45,062,800 | 26,985,605 |
Net increase in cash and cash equivalents | 41,406,632 | 24,733,292 |
Cash and cash equivalents, beginning of period | 33,045,225 | 5,884,629 |
Cash and cash equivalents, end of period | 74,451,857 | 30,617,921 |
Supplemental cash flow information: | ||
Interest paid | 5,610 | 39,834 |
Non-cash financing and investing activities: | ||
Equipment acquired with financing arrangement | 0 | 43,003 |
Fair value of common stock issued for future services | $ 147,329 | $ 125,000 |
Company and Summary of Signific
Company and Summary of Significant Accounting Policies (Notes) | 9 Months Ended |
Sep. 30, 2021 | |
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 Nevada corporation that was founded in February 2006 under the name PayPerPost, Inc. and became a public company in May 2011. 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”). ZenContent, Ebyline, and TapInfluence were merged into IZEA, and the legal entities were dissolved in December 2017, December 2019, and December 2020, respectively. The Company creates and operates online marketplaces that connect marketers with content creators. The Company compensates the creators 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 managing custom content workflow, creator search and targeting, bidding, analytics, and payment processing. IZEAx is designed to provide a unified ecosystem that enables the creation and publication of multiple types of custom content through a creator’s personal websites, blogs, or social media channels including Twitter, Facebook, Instagram, and YouTube, among others. In 2020, the Company launched two new platforms, BrandGraph and Shake . BrandGraph is a social media intelligence platform that is heavily integrated with IZEAx and while both platforms rely heavily on data from each other, each is 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. Marketers select and purchase creative packages from them through a streamlined chat experience, assisted by ShakeBot - a proprietary, artificial intelligence assistant. Basis of Presentation The accompanying consolidated balance sheet as of September 30, 2021, the consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2021 and 2020, the consolidated statements of stockholders' equity for the three and nine months ended September 30, 2021 and 2020, and the consolidated statements of cash flows for the nine months ended September 30, 2021 and 2020 are unaudited but include all adjustments that are, in the opinion of management, necessary for a fair presentation of its financial position at such dates and its results of operations and cash flows for the periods then ended in conformity with generally accepted accounting principles in the United States ("GAAP"). The consolidated balance sheet as of December 31, 2020 has been derived from the audited consolidated financial statements at that date but, in accordance with the rules and regulations of the SEC, does not include all of the information and notes required by GAAP for complete financial statements. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of results that may be expected for the entire fiscal year. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the fiscal year ended December 31, 2020 included in the Company's Annual Report on Form 10-K filed with the SEC on March 30, 2021. 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 September 30, 2021 and through the date of the filing of this Quarterly Report on Form 10-Q. The accounting matters assessed included, but were not limited to estimates related to revenue, the accounting for potential liabilities and accrued expenses, the assumptions utilized in valuing stock-based compensation issued for services, the realization of deferred tax assets, and assessments of impairment related to long-lived assets, 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 and 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 impact its financial results or liquidity. In consideration of the effect of COVID-19 on the assumptions and estimates used in the preparation of the 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 and its business 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 $73.9 million and $31.4 million as of September 30, 2021 and December 31, 2020, 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 $6,875,577 and $5,148,213 as of September 30, 2021 and December 31, 2020, respectively. The Company had unbilled receivables of of $217,451 and $58,992 as of September 30, 2021 and December 31, 2020, respectively. Management considers an account to be delinquent when the customer has not paid an amount due by its associated due date. Collectibility 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 as of September 30, 2021 and December 31, 2020. 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, individual customers, or the Company. Any adjustments to this account are reflected in the consolidated statements of operations and comprehensive loss as a general and administrative expense. There was no bad debt expense for the nine months ended September 30, 2021, while bad debt expense was 0.9% of revenue for the nine months ended September 30, 2020. 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 one customer that accounted for 14% of total accounts receivable as of September 30, 2021 and no customer that accounted for an aggregate of more than 10% of total accounts receivable as of December 31, 2020. The Company had two customers that accounted for 24% of its revenue during the three months ended September 30, 2021 and no customer that accounted for more than 10% of its revenue during the three months ended September 30, 2020. The Company had one customer that accounted for 13% of its revenue during the nine months ended September 30, 2021 and no customer that accounted for more than 10% of its revenue during the nine months ended September 30, 2020. 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 and comprehensive loss. There were no impairment charges associated with the Company’s long-lived tangible assets during the three and nine months ended September 30, 2021 and 2020. 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. 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, 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 September 30, 2021. 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 asset’s fair value and the carrying value. Estimates of future undiscounted cash flows are based on expected growth, 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. There were no impairment charges associated with the Company’s acquired intangible assets during the three and nine months ended September 30, 2021 and 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"). 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 and comprehensive loss. 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 generates revenue from four primary sources: (1) revenue from its managed services when a marketer (typically a brand, agency or partner) pays the Company to provide custom content, influencer marketing, amplification, or other campaign management services (“Managed Services”); (2) revenue from fees charged to software customers on their marketplace spend within the Company's IZEAx and Shake platforms (“Marketplace Spend Fees”); (3) revenue from license and subscription fees charged to access the IZEAx and BrandGraph platforms (“License Fees”); and (4) revenue derived from other fees such as inactivity fees, early cash-out fees, and other miscellaneous fees charged to users of the Company's platforms (“Other Fees”). 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. 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 to provide public awareness or advertising buzz regarding the marketer’s brand and 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 Revenue For Marketplace Spend Fees Revenue, the self-service customers instruct creators found through the Company’s IZEAx and Shake 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 through its platform for the third-party creator to provide the services or content directly to the self-service customer or to post approved content through one or more social media platforms. 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 may also separately subscribe to the IZEAx Discovery service within the IZEAx platform. 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 incurred, including payments to content creators to promote the Company. Advertising costs charged to operations for the three months ended September 30, 2021 and 2020 were approximately $530,000 and $173,000, respectively. Advertising costs charged to operations for the nine months ended September 30, 2021 and 2020 were approximately $1,484,000 and $419,000, respectively. Advertising costs are included in sales and marketing expense in the accompanying consolidated statements of operations and comprehensive loss. 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 and comprehensive loss. 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 2017 through 2020. 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 Paycheck Protection Program (“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. On June 18, 2021, the U.S. Small Business Administration (the “SBA”) approved the forgiveness of the Company’s PPP loan and accrued interest thereon in its entirety. The forgiveness was accounted for as debt extinguishment which resulted in a gain of $1,927,220 recorded in other income (expense) in the Company’s consolidated statements of operations and comprehensive loss. The forgiveness of this debt is non-taxable income for federal income tax purposes. 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. Stock-Based Compensation Stock-based compensation cost related to stock options granted under the 2011 Equity Incentive Plan, as amended and restated, 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. The Company estimates the volatility of its common stock at the date of grant based on the historical volatility of its stock. 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 |
Property and Equipment (Notes)
Property and Equipment (Notes) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | PROPERTY AND EQUIPMENT Property and equipment consist of the following: September 30, 2021 December 31, 2020 Furniture and fixtures $ 209,156 $ 221,733 Office equipment 66,417 67,833 Computer equipment 513,248 513,344 Total 788,821 802,910 Less accumulated depreciation and amortization (631,052) (571,992) Property and equipment, net $ 157,769 $ 230,918 Depreciation and amortization expense on property and equipment recorded in depreciation and amortization expense in the consolidated statements of operations and comprehensive loss was $33,201 and $34,578 for the three months ended September 30, 2021 and 2020, respectively, and was $98,759 and $102,495 for the nine months ended September 30, 2021 and 2020, respectively. |
Intangible Assets (Notes)
Intangible Assets (Notes) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets Disclosure [Text Block] | INTANGIBLE ASSETS The identifiable intangible assets, other than Goodwill, consists of the following assets: September 30, 2021 December 31, 2020 Intangible Asset Gross Value Accumulated Amortization Intangible Asset Gross Value 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 820,000 820,000 820,000 820,000 5 Self-service content customers 2,810,000 2,810,000 2,810,000 2,304,444 3 Managed content customers 2,140,000 2,140,000 2,140,000 2,140,000 3 Domains 166,469 166,469 166,469 166,469 5 Embedded non-compete provision 28,000 28,000 28,000 28,000 2 Total $ 6,211,469 $ 6,211,469 $ 6,211,469 $ 5,705,913 Total identifiable intangible assets from the Company’s acquisitions and other acquired assets net of accumulated amortization thereon consists of the following: September 30, 2021 December 31, 2020 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 (6,211,469) (5,705,913) Intangible assets, net $ — $ 505,556 As of September 30, 2021, the Company has fully amortized all identifiable intangible assets. There were no impairment charges associated with the Company’s identifiable intangible assets in the three and nine months ended September 30, 2021 and 2020. Amortization expense recorded in depreciation and amortization in the accompanying consolidated statements of operations and comprehensive loss was $72,222 and $237,657 for the three months ended September 30, 2021 and 2020, respectively, and $505,556 and $842,637 for the nine months ended September 30, 2021 and 2020, 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 $11,500 and $159,500 for the three and nine months ended September 30, 2020, respectively. There was no amortization expense specifically related to the costs of acquired technology in the three and nine months ended September 30, 2021. As of September 30, 2021, there are no future estimated amortization expenses related to identifiable intangible assets. The Company’s goodwill balance changed as follows: Amount Balance on December 31, 2019 $ 8,316,722 Acquisitions, impairments, or other changes during 2020 (4,300,000) Balance on December 31, 2020 4,016,722 Acquisitions, impairments, or other changes during 2021 — Balance on September 30, 2021 $ 4,016,722 The Company performs annual impairment tests on its goodwill during the fourth fiscal quarter, unless events occur during the year trigger the need for interim testing. In March 2020, the Company identified triggering events due to the |
Software Development Costs (Not
Software Development Costs (Notes) | 9 Months Ended |
Sep. 30, 2021 | |
Research and Development [Abstract] | |
Research, Development, and Computer Software Disclosure [Text Block] | SOFTWARE DEVELOPMENT COSTS Software development costs consists of the following: September 30, 2021 December 31, 2020 Software development costs $ 3,036,810 $ 3,036,810 Less accumulated amortization (1,909,717) (1,564,126) Software development costs, net $ 1,127,093 $ 1,472,684 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 $0 and $266,035 during the nine months ended September 30, 2021 and 2020, respectively. 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 September 30, 2021. 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 and comprehensive loss was $115,159 and $102,538 for the three months ended September 30, 2021 and 2020, respectively, and $345,591 and $305,727 for the nine months ended September 30, 2021 and 2020, respectively. As of September 30, 2021, future estimated amortization expense related to software development costs is set forth in the following schedule: Software Development Amortization Expense Remainder of 2021 $ 107,493 2022 400,474 2023 359,685 2024 177,764 2025 78,920 Thereafter 2,757 Total $ 1,127,093 |
Accrued Expenses (Notes)
Accrued Expenses (Notes) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | ACCRUED EXPENSES Accrued expenses consist of the following: September 30, 2021 December 31, 2020 Accrued payroll liabilities $ 1,825,193 $ 1,504,113 Accrued taxes 114,254 286,455 Current portion of finance obligation 31,312 30,487 Accrued other 449,158 103,918 Total accrued expenses $ 2,419,917 $ 1,924,973 |
Notes Payable (Notes)
Notes Payable (Notes) | 9 Months Ended |
Sep. 30, 2021 | |
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 ($31,470 USD as of September 30, 2021 ), 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 (the “PPP Loan”) under the Paycheck Protection Program (“PPP”), evidenced by a promissory note issued by the Company (the “Note”) to the Lender. The term of the Note was two years and carried a fixed interest rate of one percent per year. Certain amounts received under the PPP Loan were able to be forgiven if the loan proceeds were used for eligible purposes, including payroll costs and certain rent or utility costs, and the Company met other requirements regarding, among other things, the maintenance of employment and compensation levels. 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 principal balance of the PPP Loan was $1,905,100, with $1,477,139 reflected in the current portion of notes payable in the consolidated balance sheets as of December 31, 2020. The Company submitted its forgiveness application for the entire amount of the loan in December 2020. On June 18, 2021, the Company was notified by the Lender that the loan had been forgiven by the SBA in full, including accrued interest. The principal amount of $1,905,100 and accrued interest of $22,120, totaling $1,927,220, was recorded as a gain on forgiveness of debt in other income (expense) in the Company’s consolidated statements of operations and comprehensive loss in the nine months ended September 30, 2021. 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 $65,604 and $74,295 as of September 30, 2021 and December 31, 2020, respectively, with the short-term portion of $31,312 and $30,487 recorded under accrued expenses in the consolidated balance sheets as of September 30, 2021 and December 31, 2020, respectively. Secured Credit Facility The Company had 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, expanded on April 13, 2015. The line of credit agreement required the Company to pay an annual facility fee of $20,000 an annual due diligence fee of $1,000 upon renewal; during the nine months ended September 30, 2021 and 2020, the Company amortized $7,000 and $15,750, respectively, of such costs through interest expense. The Company terminated its line of credit in April 2021. There were no amounts outstanding under this secured credit facility as of December 31, 2020 and no remaining capitalized loan costs related to the secured credit facility as of September 30, 2021. Summary Interest expense on financing arrangements recorded in the Company’s consolidated statements of operations and comprehensive loss was $1,558 and $16,448 for the three months ended September 30, 2021 and 2020, respectively, and $24,090 and $42,542 for the nine months ended September 30, 2021 and 2020, respectively. As of September 30, 2021, the future contractual maturities of our debt obligations by year are set forth in the following schedule: Remainder of 2021 $ 21,796 2022 64,858 2023 10,420 Total $ 97,074 |
Commitments and Contingencies (
Commitments and Contingencies (Notes) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | COMMITMENTS AND CONTINGENCIES Lease Commitments Due to the Company’s current work from home policy enacted on March 16, 2020 as a result of the COVID-19 pandemic, and its intent to remain virtual first, t he Company does not have any office lease agreements as of September 30, 2021 . Additionally, the Company does not have any other operating or finance lease greater than 12 months in duration as of September 30, 2021. Total leasehold rent expense recorded in general and administrative expense in the accompanying consolidated statements of operations and comprehensive loss was $39,194 and $263,722 for the three and nine months ended September 30, 2020, respectively. Upon the January 1, 2019 adoption of ASU No. 2016-02, Leases , the Company had one material lease greater than 12 months in duration. This was the lease associated with its corporate headquarters in Winter Park, Florida, which expired in April 2020. Cash paid for this one operating lease was $0 and $113,516 during the three and nine months ended September 30, 2020, respectively. There were no lease commitments or leasehold rent expense during the three and nine months ended September 30, 2021. Litigation From time to time, the Company may become involved in various other lawsuits and legal proceedings that arise in the ordinary course of its business. Litigation is, however, subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm the Company’s business. The Company is currently not aware of any legal proceedings or claims that it believes would or could have, individually or in the aggregate, a material adverse effect on the Company. Regardless of final outcomes, however, any such proceedings or claims may nonetheless impose a significant burden on management and employees and may come with costly defense costs or unfavorable preliminary interim rulings. |
Stockholders' Equity (Notes)
Stockholders' Equity (Notes) | 9 Months Ended |
Sep. 30, 2021 | |
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 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 could 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” (“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 could be offered and sold in the ATM Offering to $40 million in the aggregate. On January 25, 2021, the Company entered into a new ATM Sales Agreement (the “January 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 million shares of its common stock, by any method deemed to be an ATM Offering. During the nine months ended September 30, 2021, the Company sold 11,186,084 shares at an average price of $4.16 per share for total gross proceeds of $46,544,688 pursuant to the 2020 Sales Agreement and January 2021 Sales Agreement with National Securities. As of September 30, 2021, the Company had sold a total of 26,005,824 shares at an average price of $2.88 per share for total gross proceeds of $74,999,784 pursuant to the 2020 Sales Agreement and January 2021 Sales Agreement with National Securities. The 2020 Sales Agreement and January 2021 Sales Agreement were terminated following the sale of all shares of common stock available to be sold thereunder. On June 21, 2021, the Company entered into a third ATM Sales Agreement (the “June 2021 Sales Agreement”) with National Securities Corporation, as sales agent, pursuant to which the Company could offer and sell, from time to time, through National Securities, up to $100 million of shares of the Company’s common stock by any method deemed to be an ATM Offering. No sales have been made under this agreement as of September 30, 2021. 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 officers, employees, consultants, and advisors, including its non-employee directors. Shares of the Company’s common stock that are withheld (or not issued) to cover the purchase price of an option or any required tax withholding obligation will again be available for issuance under the May 2011 Plan. As of September 30, 2021, the Company had 3,602,509 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. No additional awards may be granted under the August 2011 Plan following the tenth anniversary of its effective date, but awards theretofore granted may extend beyond that date. 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. 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 vested in equal monthly installments from January through December 2020. During the nine months ended September 30, 2021, the Company issued its six independent directors a total of 30,324 shares of restricted common stock initially valued at $147,329 for their annual service as directors of the Company. The stock vests in equal monthly installments from January through December 2021. The following table contains summarized information about restricted stock issued during the year ended December 31, 2020 and the nine months ended September 30, 2021: Restricted Stock Activity Common Shares Weighted Average Weighted Average 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 Granted 30,324 4.86 Vested (30,475) 4.24 Forfeited — 0 Nonvested at September 30, 2021 13,515 $ 3.65 0.5 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 the restricted stock vests. Expense recognized on restricted stock issued to non-employees for services was $37,544 and $31,250 for the three months ended September 30, 2021 and 2020, respectively, and $109,784 and $93,749 during the nine months ended September 30, 2021 and 2020, respectively. Expense recognized on restricted stock issued to employees was $6,364 and $6,507 for the three months ended September 30, 2021 and 2020, respectively, and $19,371 and $27,175 during the nine months ended September 30, 2021 and 2020, respectively. On September 30, 2021, the fair value of the Company’s common stock was approximately $1.92 per share and the intrinsic value on the non-vested restricted stock was $25,949. Future compensation expense related to issued, but non-vested, restricted stock awards as of September 30, 2021 is $49,376. This value is estimated to be recognized over the weighted-average vesting period of approximately six months. Restricted Stock Units The Board determines the terms and conditions of each restricted stock unit award issued under the May 2011 Plan. The Company issued 84,994 restricted stock units on January 3, 2020 to Mr. Ryan Schram, its Chief Operating Officer, under the terms of his employment agreement. The restricted stock units were initially valued at $23,739 and vest in equal monthly installments over 48 months from issuance. The Company also issued 100,000 restricted stock units on January 3, 2020 to Mr. Schram as additional incentive compensation. The restricted stock units were initially valued at $27,930 and vest 12 months from issuance. During the twelve months ended December 31, 2020, the Company issued a total of 580,099 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. Edward Murphy, its Chief Executive Officer, 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. During the nine months ended September 30, 2021 the Company issued Mr. Murphy 100,000 restricted stock units valued at $394,000 as a one-time bonus. The restricted stock units vest in equal monthly installments over 10 months from issuance. During the nine months ended September 30, 2021 the Company issued Mr. Peter Biere, its Chief Financial Officer, 4,286 restricted stock units valued at $8,101 for bonuses owed under the terms of his employment agreement. The restricted stock units vest in equal monthly installments over 36 months from issuance. During the nine months ended September 30, 2021 the Company issued an aggregate of 30,514 restricted stock units valued at $73,715 to 37 non-executive employees related to performance bonuses. The restricted stock units vest 12 months from issuance. The following table contains summarized information about restricted stock units during the year ended December 31, 2020 and the nine months ended September 30, 2021: Restricted Stock Units Activity Common Shares Weighted Average Weighted Average 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 Granted 134,800 3.53 Vested (673,201) 0.73 Forfeited (3,336) 1.46 Nonvested at September 30, 2021 428,612 $ 0.84 1.4 During the three and nine months ended September 30, 2021, the Company withheld 18,398 and 200,942 shares of common stock valued at $40,682 and $437,644, respectively, to cover statutory employee withholding taxes due upon the delivery of common stock for the vested restricted stock units. Expense recognized on restricted stock units issued to employees was $147,044 and $44,636 for the three months ended September 30, 2021 and 2020, respectively, and $427,287 and $159,720 during the nine months ended September 30, 2021 and 2020, respectively. On September 30, 2021, the fair value of the Company’s common stock was approximately $1.92 per share and the intrinsic value on the non-vested restricted units was $822,935. Future compensation related to the non-vested restricted stock units as of September 30, 2021 is $278,669 and it is estimated to be recognized over the weighted-average vesting period of approximately 1.4 years. Stock Options Under the 2011 Equity Incentive Plans, the Board determines the exercise price to be paid for the stock option shares, the period within which each stock option may be exercised, and the terms and conditions of each stock option. The exercise price of incentive and non-qualified stock options may not be less than 100% of the fair market value per share of the Company’s common stock on the grant date. If an individual owns stock representing more than 10% of the outstanding shares, the exercise price of each share of an incentive stock option must be equal to or exceed 110% of fair market value. Unless otherwise determined by the Board at the time of grant, the exercise price is set at the fair market value of the Company’s common stock on the grant date (or the last trading day prior to the grant date, if it is awarded on a non-trading day). Additionally, the term is set at ten one three A summary of option activity under the 2011 Equity Incentive Plans during the year ended December 31, 2020 and the nine months ended September 30, 2021, is presented below: Options Outstanding Common Shares Weighted Average Weighted Average 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 Granted 266,594 2.64 Exercised (161,270) 0.34 Expired — — Forfeited (17,021) 3.50 Outstanding at September 30, 2021 1,801,109 $ 2.77 6.2 Exercisable at September 30, 2021 1,079,065 $ 3.68 5.2 During the nine months ended September 30, 2021, 161,270 options were exercised for gross proceeds of $54,105. The intrinsic value on exercised options was $454,123. There were 369 options exercised during the nine months ended September 30, 2020. The fair value of the Company's common stock on September 30, 2021 was approximately $1.92 per share and the intrinsic value on outstanding options as of September 30, 2021 was $971,773. The intrinsic value on exercisable options as of September 30, 2021 was $412,605. A summary of the nonvested stock option activity under the 2011 Equity Incentive Plans during the year ended December 31, 2020 and the nine months ended September 30, 2021, is presented below: Nonvested Options Common Shares Weighted Average Weighted Average 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 Granted 266,594 2.81 Vested (251,647) 0.65 Forfeited (8,389) 0.92 Nonvested at September 30, 2021 722,044 $ 0.93 2.4 There were outstanding options to purchase 1,801,109 shares with a weighted average exercise price of $2.77 per share, of which options to purchase 1,079,065 shares were exercisable with a weighted average exercise price of $3.68 per share as of September 30, 2021. Expense recognized on stock options issued to employees during the three months ended September 30, 2021 and 2020 was $73,739 and $55,202, respectively. Expense recognized on stock options issued to employees during the nine months ended September 30, 2021 and 2020 was $182,137 and $166,955, respectively. Future compensation related to non-vested awards as of September 30, 2021 is $710,661, and it is estimated to be recognized over the weighted-average vesting period of approximately 2.4 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 nine months ended September 30, 2021 and 2020: 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 September 30, 2020 410,215 $0.69 6 years 108.56% 0.46% — $0.56 September 30, 2021 266,594 $2.64 6 years 120.14% 0.94% — $2.81 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 nine months ended September 30, 2021 and 2020, employees paid $5,222 to purchase 3,376 shares of common stock and $1,944 to purchase 9,665 shares of common stock, respectively. Expense recognized on the options to purchase shares under the ESPP was $1,892 and $2,223 during the three months ended September 30, 2021 and 2020, respectively, and $4,424 and $2,996 during the nine months ended September 30, 2021 and 2020, respectively. As of September 30, 2021, the Company had 392,237 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 three and nine months ended September 30, 2021 and 2020 was recorded in the Company’s consolidated statements of operations and comprehensive loss as follows: Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, Cost of revenue $ 1,898 $ 9,709 $ 5,315 $ 24,278 Sales and marketing 5,342 3,324 16,090 42,967 General and administrative 221,799 95,535 611,814 289,601 Total stock-based compensation $ 229,039 $ 108,568 $ 633,219 $ 356,846 |
Loss Per Common Share (Notes)
Loss Per Common Share (Notes) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | LOSS PER COMMON SHAREBasic earnings (loss) per common share is computed by dividing the net income or loss by the basic weighted-average number of shares of common stock outstanding during each period presented. Although restricted stock is issued upon the grant of an award, the Company excludes restricted stock from the computations of weighted-average number of shares of common stock outstanding until such time as the stock vests. Diluted loss per share is computed by dividing the net income or loss by the sum of the total of the basic weighted-average number of shares of common stock outstanding plus the additional dilutive securities that could be exercised or converted into common shares during each period presented less the amount of shares that could be repurchased using the proceeds from the exercises. Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, Net loss $ (1,480,757) $ (1,254,800) $ (3,584,881) $ (9,209,403) Weighted average shares outstanding - basic and diluted 61,883,017 45,772,638 59,875,142 38,879,218 Basic and diluted loss per common share $ (0.02) $ (0.03) $ (0.06) $ (0.24) The Company excluded the following weighted average items from the above computation of diluted loss per common share, as their effect would be anti-dilutive: Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, Stock options 1,726,580 1,611,459 1,732,763 1,505,320 Restricted stock units 467,214 1,030,559 549,385 971,326 Restricted stock 20,351 180,843 26,798 283,287 Warrants — — — 8,704 Total excluded shares 2,214,145 2,822,861 2,308,946 2,768,637 |
Revenue (Notes)
Revenue (Notes) | 9 Months Ended |
Sep. 30, 2021 | |
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. Beginning in 2021, the Company began classifying subscription fees for BrandGraph and IZEAx Discovery as License Fees; accordingly, these amounts from 2020 have been reclassified from Other Fees to conform with their 2021 classification. The following table illustrates the Company’s revenue by product service type: Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, Managed Services Revenue $ 7,153,517 $ 3,513,806 $ 18,139,370 $ 10,129,210 Marketplace Spend Fees 89,196 120,630 269,160 482,817 License Fees 354,850 396,549 1,082,734 1,291,002 Other Fees 9,983 5,135 30,653 31,798 SaaS Services Revenue 454,029 522,314 1,382,547 1,805,617 Total Revenue $ 7,607,546 $ 4,036,120 $ 19,521,917 $ 11,934,827 The following table provides the Company’s revenues as determined by the country of domicile: Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, United States $ 7,401,814 $ 3,666,860 $ 18,964,711 $ 11,313,653 Canada 205,732 369,260 557,206 621,174 Total $ 7,607,546 $ 4,036,120 $ 19,521,917 $ 11,934,827 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: September 30, December 31, 2020 Accounts receivable, net $ 7,093,028 $ 5,207,205 Contract liabilities (unearned revenue) $ 10,660,068 $ 7,180,264 The increase in contract liabilities is primarily the result of the increase in contracts where the customers have been charged in advance of 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 charges to 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 additional charges to customers and decrease as revenue is recognized upon the Company meeting the performance obligations for those services. 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 as of September 30, 2021 and December 31, 2020 are equal to the contract liabilities disclosed above. The Company expects to recognize the full balance of the unearned revenue as of September 30, 2021 within the next year. |
Company and Summary of Signif_2
Company and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
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 Nevada corporation that was founded in February 2006 under the name PayPerPost, Inc. and became a public company in May 2011. 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”). ZenContent, Ebyline, and TapInfluence were merged into IZEA, and the legal entities were dissolved in December 2017, December 2019, and December 2020, respectively. The Company creates and operates online marketplaces that connect marketers with content creators. The Company compensates the creators 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 managing custom content workflow, creator search and targeting, bidding, analytics, and payment processing. IZEAx is designed to provide a unified ecosystem that enables the creation and publication of multiple types of custom content through a creator’s personal websites, blogs, or social media channels including Twitter, Facebook, Instagram, and YouTube, among others. In 2020, the Company launched two new platforms, BrandGraph and Shake . BrandGraph is a social media intelligence platform that is heavily integrated with IZEAx and while both platforms rely heavily on data from each other, each is 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. Marketers select and purchase creative packages from them through a streamlined chat experience, assisted by ShakeBot - a proprietary, artificial intelligence assistant. |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The accompanying consolidated balance sheet as of September 30, 2021, the consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2021 and 2020, the consolidated statements of stockholders' equity for the three and nine months ended September 30, 2021 and 2020, and the consolidated statements of cash flows for the nine months ended September 30, 2021 and 2020 are unaudited but include all adjustments that are, in the opinion of management, necessary for a fair presentation of its financial position at such dates and its results of operations and cash flows for the periods then ended in conformity with generally accepted accounting principles in the United States ("GAAP"). The consolidated balance sheet as of December 31, 2020 has been derived from the audited consolidated financial statements at that date but, in accordance with the rules and regulations of the SEC, does not include all of the information and notes required by GAAP for complete financial statements. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of results that may be expected for the entire fiscal year. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the fiscal year ended December 31, 2020 included in the Company's Annual Report on Form 10-K filed with the SEC on March 30, 2021. |
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 September 30, 2021 and through the date of the filing of this Quarterly Report on Form 10-Q. The accounting matters assessed included, but were not limited to estimates related to revenue, the accounting for potential liabilities and accrued expenses, the assumptions utilized in valuing stock-based compensation issued for services, the realization of deferred tax assets, and assessments of impairment related to long-lived assets, 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 and 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 impact its financial results or liquidity. In consideration of the effect of COVID-19 on the assumptions and estimates used in the preparation of the 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 and its business 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 $73.9 million and $31.4 million as of September 30, 2021 and December 31, 2020, 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 $6,875,577 and $5,148,213 as of September 30, 2021 and December 31, 2020, respectively. The Company had unbilled receivables of of $217,451 and $58,992 as of September 30, 2021 and December 31, 2020, respectively. Management considers an account to be delinquent when the customer has not paid an amount due by its associated due date. Collectibility 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 as of September 30, 2021 and December 31, 2020. 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, individual customers, or the Company. Any adjustments to this account are reflected in the consolidated statements of operations and comprehensive loss as a general and administrative expense. There was no bad debt expense for the nine months ended September 30, 2021, while bad debt expense was 0.9% of revenue for the nine months ended September 30, 2020. |
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 one customer that accounted for 14% of total accounts receivable as of September 30, 2021 and no customer that accounted for an aggregate of more than 10% of total accounts receivable as of December 31, 2020. The Company had two customers that accounted for 24% of its revenue during the three months ended September 30, 2021 and no customer that accounted for more than 10% of its revenue during the three months ended September 30, 2020. The Company had one customer that accounted for 13% of its revenue during the nine months ended September 30, 2021 and no customer that accounted for more than 10% of its revenue during the nine months ended September 30, 2020. |
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 and comprehensive loss. There were no impairment charges associated with the Company’s long-lived tangible assets during the three and nine months ended September 30, 2021 and 2020. |
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. 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, 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 September 30, 2021. |
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 asset’s fair value and the carrying value. Estimates of future undiscounted cash flows are based on expected growth, 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. There were no impairment charges associated with the Company’s acquired intangible assets during the three and nine months ended September 30, 2021 and 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 |
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 generates revenue from four primary sources: (1) revenue from its managed services when a marketer (typically a brand, agency or partner) pays the Company to provide custom content, influencer marketing, amplification, or other campaign management services (“Managed Services”); (2) revenue from fees charged to software customers on their marketplace spend within the Company's IZEAx and Shake platforms (“Marketplace Spend Fees”); (3) revenue from license and subscription fees charged to access the IZEAx and BrandGraph platforms (“License Fees”); and (4) revenue derived from other fees such as inactivity fees, early cash-out fees, and other miscellaneous fees charged to users of the Company's platforms (“Other Fees”). 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. 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 to provide public awareness or advertising buzz regarding the marketer’s brand and 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 Revenue For Marketplace Spend Fees Revenue, the self-service customers instruct creators found through the Company’s IZEAx and Shake 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 through its platform for the third-party creator to provide the services or content directly to the self-service customer or to post approved content through one or more social media platforms. 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 may also separately subscribe to the IZEAx Discovery service within the IZEAx platform. Customers license the platforms to manage their own influencer marketing campaigns. Fees for subscription or licensing services are recognized straight-line over the term of the service. Other Fees Revenue Other Fees Revenue is generated when fees are charged to the Company’s platform users primarily related to monthly plan fees, inactivity fees, and early cash-out fees. Plan fees are recognized within the month they relate to, inactivity fees are recognized at a point in time when the account is deemed inactive, and early cash-out fees are recognized when a cash-out is either below certain minimum thresholds or when accelerated payout timing is requested. one |
Advertising Cost [Policy Text Block] | Advertising Costs Advertising costs are charged to expense as incurred, including payments to content creators to promote the Company. Advertising costs charged to operations for the three months ended September 30, 2021 and 2020 were approximately $530,000 |
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 and comprehensive loss. 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 2017 through 2020. 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 Paycheck Protection Program (“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. On June 18, |
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 restated, 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. The Company estimates the volatility of its common stock at the date of grant based on the historical volatility of its stock. The Company determines the expected life based on historical experience with similar awards, giving consideration to the contractual terms, vesting schedules and post-vesting forfeitures. The Company uses the risk-free interest rate on the implied yield currently available on U.S. Treasury issues with an equivalent remaining term approximately equal to the expected life of the award. The Company has never paid any cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future. The Company used the following assumptions for stock options granted under the 2011 Equity Incentive Plans during the three and nine months ended September 30, 2021 and 2020: Three Months Ended Nine Months Ended 2011 Equity Incentive Plans Assumptions September 30, September 30, September 30, September 30, Expected term 6 years 6 years 6 years 6 years Weighted average volatility 120.67% 116.64% 120.14% 108.56% Weighted average risk-free interest rate 0.93% 0.42% 0.94% 0.46% Expected dividends — — — — Weighted average expected forfeiture rate 11.03% 8.79% 12.25% 8.64% 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 Income Taxes: In December 2019, the Financial Accounting Standards Board (“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. The Company adopted ASU 2019-12 on January 1, 2021 with no material impact on its current reporting in the Company’s consolidated 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. The Company adopted ASU No. 2020-01 on January 1, 2021 with no material impact on its current reporting in the Company’s consolidated 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”) , and further issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope (“ASU 2021-01”), in January 2021 to provide optional guidance for a limited time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. ASU 2020-04 and ASU 2021-01 also provide 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. Additionally, they only apply 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. As of September 30, 2021, the Company does not have any contracts that reference LIBOR rates and this guidance has not had a material impact on its financial statements. 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. The Company adopted ASU No. 2020-08 and ASU No. 2020-10 on January 1, 2021 with no material impact on its current reporting in 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. 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. The Company is currently evaluating the impact of ASU 2020-06 on its consolidated financial statements and disclosures. |
Company and Summary of Signif_3
Company and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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 three and nine months ended September 30, 2021 and 2020: Three Months Ended Nine Months Ended 2011 Equity Incentive Plans Assumptions September 30, September 30, September 30, September 30, Expected term 6 years 6 years 6 years 6 years Weighted average volatility 120.67% 116.64% 120.14% 108.56% Weighted average risk-free interest rate 0.93% 0.42% 0.94% 0.46% Expected dividends — — — — Weighted average expected forfeiture rate 11.03% 8.79% 12.25% 8.64% |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment consist of the following: September 30, 2021 December 31, 2020 Furniture and fixtures $ 209,156 $ 221,733 Office equipment 66,417 67,833 Computer equipment 513,248 513,344 Total 788,821 802,910 Less accumulated depreciation and amortization (631,052) (571,992) Property and equipment, net $ 157,769 $ 230,918 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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: September 30, 2021 December 31, 2020 Intangible Asset Gross Value Accumulated Amortization Intangible Asset Gross Value 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 820,000 820,000 820,000 820,000 5 Self-service content customers 2,810,000 2,810,000 2,810,000 2,304,444 3 Managed content customers 2,140,000 2,140,000 2,140,000 2,140,000 3 Domains 166,469 166,469 166,469 166,469 5 Embedded non-compete provision 28,000 28,000 28,000 28,000 2 Total $ 6,211,469 $ 6,211,469 $ 6,211,469 $ 5,705,913 Total identifiable intangible assets from the Company’s acquisitions and other acquired assets net of accumulated amortization thereon consists of the following: September 30, 2021 December 31, 2020 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 (6,211,469) (5,705,913) Intangible assets, net $ — $ 505,556 |
Schedule of Goodwill [Table Text Block] | The Company’s goodwill balance changed as follows: Amount Balance on December 31, 2019 $ 8,316,722 Acquisitions, impairments, or other changes during 2020 (4,300,000) Balance on December 31, 2020 4,016,722 Acquisitions, impairments, or other changes during 2021 — Balance on September 30, 2021 $ 4,016,722 |
Software Development Costs (Tab
Software Development Costs (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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: September 30, 2021 December 31, 2020 Intangible Asset Gross Value Accumulated Amortization Intangible Asset Gross Value 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 820,000 820,000 820,000 820,000 5 Self-service content customers 2,810,000 2,810,000 2,810,000 2,304,444 3 Managed content customers 2,140,000 2,140,000 2,140,000 2,140,000 3 Domains 166,469 166,469 166,469 166,469 5 Embedded non-compete provision 28,000 28,000 28,000 28,000 2 Total $ 6,211,469 $ 6,211,469 $ 6,211,469 $ 5,705,913 Total identifiable intangible assets from the Company’s acquisitions and other acquired assets net of accumulated amortization thereon consists of the following: September 30, 2021 December 31, 2020 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 (6,211,469) (5,705,913) Intangible assets, net $ — $ 505,556 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | As of September 30, 2021, there are no future estimated amortization expenses related to identifiable intangible assets. |
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: September 30, 2021 December 31, 2020 Software development costs $ 3,036,810 $ 3,036,810 Less accumulated amortization (1,909,717) (1,564,126) Software development costs, net $ 1,127,093 $ 1,472,684 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | As of September 30, 2021, future estimated amortization expense related to software development costs is set forth in the following schedule: Software Development Amortization Expense Remainder of 2021 $ 107,493 2022 400,474 2023 359,685 2024 177,764 2025 78,920 Thereafter 2,757 Total $ 1,127,093 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities [Table Text Block] | Accrued expenses consist of the following: September 30, 2021 December 31, 2020 Accrued payroll liabilities $ 1,825,193 $ 1,504,113 Accrued taxes 114,254 286,455 Current portion of finance obligation 31,312 30,487 Accrued other 449,158 103,918 Total accrued expenses $ 2,419,917 $ 1,924,973 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Long-term Debt | As of September 30, 2021, the future contractual maturities of our debt obligations by year are set forth in the following schedule: Remainder of 2021 $ 21,796 2022 64,858 2023 10,420 Total $ 97,074 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Nonvested Restricted Stock Shares Activity [Table Text Block] | The following table contains summarized information about restricted stock issued during the year ended December 31, 2020 and the nine months ended September 30, 2021: Restricted Stock Activity Common Shares Weighted Average Weighted Average 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 Granted 30,324 4.86 Vested (30,475) 4.24 Forfeited — 0 Nonvested at September 30, 2021 13,515 $ 3.65 0.5 |
Schedule of Nonvested Restricted Stock Units Activity [Table Text Block] | The following table contains summarized information about restricted stock units during the year ended December 31, 2020 and the nine months ended September 30, 2021: Restricted Stock Units Activity Common Shares Weighted Average Weighted Average 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 Granted 134,800 3.53 Vested (673,201) 0.73 Forfeited (3,336) 1.46 Nonvested at September 30, 2021 428,612 $ 0.84 1.4 |
Share-based Payment Arrangement, Option, Activity [Table Text Block] | A summary of option activity under the 2011 Equity Incentive Plans during the year ended December 31, 2020 and the nine months ended September 30, 2021, is presented below: Options Outstanding Common Shares Weighted Average Weighted Average 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 Granted 266,594 2.64 Exercised (161,270) 0.34 Expired — — Forfeited (17,021) 3.50 Outstanding at September 30, 2021 1,801,109 $ 2.77 6.2 Exercisable at September 30, 2021 1,079,065 $ 3.68 5.2 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The Company used the following assumptions for stock options granted under the 2011 Equity Incentive Plans during the three and nine months ended September 30, 2021 and 2020: Three Months Ended Nine Months Ended 2011 Equity Incentive Plans Assumptions September 30, September 30, September 30, September 30, Expected term 6 years 6 years 6 years 6 years Weighted average volatility 120.67% 116.64% 120.14% 108.56% Weighted average risk-free interest rate 0.93% 0.42% 0.94% 0.46% Expected dividends — — — — Weighted average expected forfeiture rate 11.03% 8.79% 12.25% 8.64% |
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 three and nine months ended September 30, 2021 and 2020 was recorded in the Company’s consolidated statements of operations and comprehensive loss as follows: Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, Cost of revenue $ 1,898 $ 9,709 $ 5,315 $ 24,278 Sales and marketing 5,342 3,324 16,090 42,967 General and administrative 221,799 95,535 611,814 289,601 Total stock-based compensation $ 229,039 $ 108,568 $ 633,219 $ 356,846 |
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 nine months ended September 30, 2021 and 2020: 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 September 30, 2020 410,215 $0.69 6 years 108.56% 0.46% — $0.56 September 30, 2021 266,594 $2.64 6 years 120.14% 0.94% — $2.81 |
Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Nonvested Share Activity [Table Text Block] | A summary of the nonvested stock option activity under the 2011 Equity Incentive Plans during the year ended December 31, 2020 and the nine months ended September 30, 2021, is presented below: Nonvested Options Common Shares Weighted Average Weighted Average 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 Granted 266,594 2.81 Vested (251,647) 0.65 Forfeited (8,389) 0.92 Nonvested at September 30, 2021 722,044 $ 0.93 2.4 |
Loss Per Common Share (Tables)
Loss Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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. Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, Net loss $ (1,480,757) $ (1,254,800) $ (3,584,881) $ (9,209,403) Weighted average shares outstanding - basic and diluted 61,883,017 45,772,638 59,875,142 38,879,218 Basic and diluted loss per common share $ (0.02) $ (0.03) $ (0.06) $ (0.24) |
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: Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, Stock options 1,726,580 1,611,459 1,732,763 1,505,320 Restricted stock units 467,214 1,030,559 549,385 971,326 Restricted stock 20,351 180,843 26,798 283,287 Warrants — — — 8,704 Total excluded shares 2,214,145 2,822,861 2,308,946 2,768,637 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue [Table Text Block] | The following table illustrates the Company’s revenue by product service type: Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, Managed Services Revenue $ 7,153,517 $ 3,513,806 $ 18,139,370 $ 10,129,210 Marketplace Spend Fees 89,196 120,630 269,160 482,817 License Fees 354,850 396,549 1,082,734 1,291,002 Other Fees 9,983 5,135 30,653 31,798 SaaS Services Revenue 454,029 522,314 1,382,547 1,805,617 Total Revenue $ 7,607,546 $ 4,036,120 $ 19,521,917 $ 11,934,827 The following table provides the Company’s revenues as determined by the country of domicile: Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, United States $ 7,401,814 $ 3,666,860 $ 18,964,711 $ 11,313,653 Canada 205,732 369,260 557,206 621,174 Total $ 7,607,546 $ 4,036,120 $ 19,521,917 $ 11,934,827 |
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: September 30, December 31, 2020 Accounts receivable, net $ 7,093,028 $ 5,207,205 Contract liabilities (unearned revenue) $ 10,660,068 $ 7,180,264 |
Company and Summary of Signif_4
Company and Summary of Significant Accounting Policies - Cash and Cash Equivalents (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Cash, FDIC Insured Amount | $ 250,000 | |
Cash, Uninsured Amount | $ 73,900,000 | $ 31,400,000 |
Company and Summary of Signif_5
Company and Summary of Significant Accounting Policies - Accounts Receivable and Concentration of Credit Risk (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Concentration Risk [Line Items] | |||
Accounts receivable, before allowance for credit loss | $ 6,875,577 | $ 5,148,213 | |
Unbilled receivables | 217,451 | 58,992 | |
Allowance for doubtful accounts receivable | $ 155,000 | $ 155,000 | |
Accounts Receivable [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, customer | one | ||
Accounts Receivable [Member] | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 14.00% | ||
Revenue Benchmark | |||
Concentration Risk [Line Items] | |||
Concentration risk, customer | one | no | |
Revenue Benchmark | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 13.00% |
Company and Summary of Signif_6
Company and Summary of Significant Accounting Policies - Property and Equipment (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
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_7
Company and Summary of Significant Accounting Policies - Goodwill (Details) | 9 Months Ended |
Sep. 30, 2021operating_units | |
Accounting Policies [Abstract] | |
Number of reporting units | 1 |
Company and Summary of Signif_8
Company and Summary of Significant Accounting Policies - Intangible Assets (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Impairment of Intangible assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Asset impairment charges | $ 0 | $ 0 |
Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life (in years) | 12 months | |
Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life (in years) | 60 months |
Company and Summary of Signif_9
Company and Summary of Significant Accounting Policies - Software Development Costs (Details) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Amortization period of software development costs (in years) | 5 years |
Company and Summary of Signi_10
Company and Summary of Significant Accounting Policies - Leases (Details) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Lease term | 12 months |
Company and Summary of Signi_11
Company and Summary of Significant Accounting Policies - Revenue Recognition (Details) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Contract assets and contract liabilities length of agreement with customers | 1 year |
Company and Summary of Signi_12
Company and Summary of Significant Accounting Policies - Advertising Costs (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Selling and Marketing Expense [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Advertising costs | $ 530,000 | $ 173,000 | $ 1,484,000 | $ 419,000 |
Company and Summary of Signi_13
Company and Summary of Significant Accounting Policies - Stock-Based Compensation (Details) - Equity Incentive 2011 Plan [Member] | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Significant Accounting Policies [Line Items] | ||||
Expected term (in years) | 6 years | 6 years | 6 years | 6 years |
Weighted average volatility (percentage) | 120.67% | 116.64% | 120.14% | 108.56% |
Weighted average risk free interest rate (percentage) | 0.93% | 0.42% | 0.94% | 0.46% |
Expected dividends | 0.00% | 0.00% | 0.00% | 0.00% |
Weighted-average expected forfeiture rate (percentage) | 11.03% | 8.79% | 12.25% | 8.64% |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||||
Property and equipment gross | $ 788,821 | $ 788,821 | $ 802,910 | ||
Less accumulated depreciation and amortization | (631,052) | (631,052) | (571,992) | ||
Property and equipment, net | 157,769 | 157,769 | 230,918 | ||
Depreciation and amortization | 98,759 | $ 102,495 | |||
Furniture and Fixtures [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment gross | 209,156 | 209,156 | 221,733 | ||
Office Equipment [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment gross | 66,417 | 66,417 | 67,833 | ||
Computer Equipment [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment gross | 513,248 | 513,248 | $ 513,344 | ||
Depreciation and Amortization Expense [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Depreciation and amortization | $ 33,201 | $ 34,578 | $ 98,759 | $ 102,495 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Identifiable Intangible Assets (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | $ 6,211,469 | $ 6,211,469 |
Less accumulated amortization | (6,211,469) | (5,705,913) |
Intangible assets, net | 0 | 505,556 |
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) | (820,000) |
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 | $ (2,810,000) | (2,304,444) |
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) | (166,469) |
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) | $ (28,000) |
Useful life (in years) | 2 years |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Other Acquired Assets (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 6,211,469 | $ 6,211,469 |
Less accumulated amortization | (6,211,469) | (5,705,913) |
Intangible assets, net | 0 | 505,556 |
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 ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill, Impairment Loss | $ 0 | $ 4,300,000 | |||
Impairment of goodwill | $ 0 | $ 0 | 0 | $ 4,300,000 | |
Cost of Acquired Technology [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization of intangible assets | 11,500 | 0 | 159,500 | ||
Depreciation and Amortization Expense [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization of intangible assets | $ 72,222 | $ 237,657 | $ 505,556 | $ 842,637 |
Intangible Assets - Goodwill Ba
Intangible Assets - Goodwill Balance (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill, beginning balance | $ 4,016,722 | $ 8,316,722 |
Acquisitions, impairments or other changes during the year | 0 | (4,300,000) |
Goodwill, ending balance | $ 4,016,722 | $ 4,016,722 |
Software Development Costs - Sc
Software Development Costs - Schedule of Software Development Cost (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Research and Development [Abstract] | ||
Software development costs | $ 3,036,810 | $ 3,036,810 |
Less accumulated amortization | (1,909,717) | (1,564,126) |
Software development costs, net | $ 1,127,093 | $ 1,472,684 |
Software Development Costs - _2
Software Development Costs - Schedule of Future Estimated Amortization Expense (Details) - Software and Software Development Costs [Member] | Sep. 30, 2021USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Software Amortization Expense, Remainder of 2021 | $ 107,493 |
Software Amortization Expense, 2021 | 0 |
Software Amortization Expense, 2022 | 400,474 |
Software Amortization Expense, 2023 | 359,685 |
Software Amortization Expense, 2024 | 177,764 |
Software Amortization Expense, 2025 | 78,920 |
Software Amortization Expense, Thereafter | 2,757 |
Software Amortization Expense, Total | $ 1,127,093 |
Software Development Costs (Det
Software Development Costs (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Capitalized computer software, additions | $ 0 | $ 266,035 | |||
Capitalized computer software, gross | $ 3,036,810 | 3,036,810 | $ 3,036,810 | ||
Depreciation and Amortization Expense [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Capitalized computer software, amortization | $ 115,159 | $ 102,538 | $ 345,591 | $ 305,727 | |
Maximum [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful life (in years) | 60 months | ||||
Maximum [Member] | Software Development [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful life (in years) | 5 years |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued payroll liabilities | $ 1,825,193 | $ 1,504,113 |
Accrued taxes | 114,254 | 286,455 |
Current portion of finance obligation | 31,312 | 30,487 |
Accrued other | 449,158 | 103,918 |
Total accrued liabilities | $ 2,419,917 | $ 1,924,973 |
Notes Payable - Canada Emergenc
Notes Payable - Canada Emergency Business Account (Details) - 9 months ended Sep. 30, 2021 - Canada Emergency Business Account Term Loan [Member] | CAD ($) | USD ($) | USD ($) |
Debt Instrument [Line Items] | |||
Debt Instrument, Face Amount | $ 40,000 | $ 31,470 | |
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 |
Notes Payable -Payment Protecti
Notes Payable -Payment Protection Program (Details) - USD ($) | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Apr. 23, 2020 | |
Debt Instrument [Line Items] | ||||
Gain (Loss) on Extinguishment of Debt | $ 1,927,220 | $ 0 | ||
SBA Loan - Paycheck Protection Program [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Face Amount | $ 1,905,100 | |||
Long-term debt, future contractural maturities 2021 | $ 1,477,139 | |||
Interest Payable | $ 22,120 | |||
Gain (Loss) on Extinguishment of Debt | $ 1,927,220 |
Notes Payable - Finance Obligat
Notes Payable - Finance Obligation (Details) | 9 Months Ended | |
Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($) | |
Debt Instrument [Line Items] | ||
Long-term Debt | $ 97,074 | |
Finance Obligation | ||
Debt Disclosure [Abstract] | ||
Debt Instrument, Interest Rate, Stated Percentage | 9.50% | |
Debt Instrument [Line Items] | ||
Number of finance obligation | 2 | |
Number of annual payments to vendors for computer equipment | 4 | |
Debt Instrument, Interest Rate, Stated Percentage | 9.50% | |
Long-term Debt | $ 65,604 | $ 74,295 |
Short-term Debt | $ 31,312 | $ 30,487 |
Notes Payable - Secured Credit
Notes Payable - Secured Credit Facility (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||||
Interest expense | $ 1,558 | $ 16,448 | $ 24,090 | $ 42,542 | |
Secured Line of Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, annual due diligence fee | 1,000 | 1,000 | |||
Long-term line of credit | $ 0 | ||||
Deferred costs | 0 | 0 | |||
Line of credit facility, annual facility fee | 20,000 | ||||
Interest expense | $ 1,558 | $ 16,448 | 24,090 | 42,542 | |
Secured Line of Credit Facility [Member] | Interest Expense [Member] | |||||
Debt Instrument [Line Items] | |||||
Amortization of debt issuance costs | $ 7,000 | $ 15,750 |
Notes Payable - Schedule of Fut
Notes Payable - Schedule of Future Maturities (Details) | Sep. 30, 2021USD ($) |
Debt Disclosure [Abstract] | |
Long-term debt, future contractual maturities, remainder of 2021 | $ 21,796 |
Long-term debt, future contractural maturities 2022 | 64,858 |
Long-term debt, future contractural maturities 2023 | 10,420 |
Long-term Debt | $ 97,074 |
Commitments and Contingencies -
Commitments and Contingencies - Lease Commitments (Details) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020USD ($)lease | Sep. 30, 2020USD ($)lease | |
Other Commitments [Line Items] | ||
Number of operating lease liabilities | lease | 1 | 1 |
General and Administrative Expense [Member] | ||
Other Commitments [Line Items] | ||
Operating lease payment | $ 0 | $ 113,516 |
Operating Lease, Expense | $ 39,194 | $ 263,722 |
Stockholders' Equity - Authoriz
Stockholders' Equity - Authorized Shares (Detail) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
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 ($) | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Jan. 25, 2021 | Jun. 12, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Proceeds from sale of securities | $ 46,544,688 | $ 25,740,293 | ||
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) | $ 4.16 | |||
Common stock, capital shares reserved for future issuance (shares) | 40,000,000 | |||
Sale of stock, number of shares issued in transaction | 11,186,084 | |||
2020 and 2021 Sales Agreements | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Sale of stock, price per share (per share) | $ 2.88 | |||
Proceeds from issuance or sale of equity | $ 74,999,784 | |||
Sale of stock, number of shares issued in transaction | 26,005,824 | |||
2021 Sales Agreement | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock, capital shares reserved for future issuance (shares) | 35,000,000 | |||
ATM Sales Agreement June 2021 Sales Agreement | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock, capital shares reserved for future issuance (shares) | 100,000,000 |
Stockholders' Equity - Equity I
Stockholders' Equity - Equity Incentive Plan (Details) - shares | Sep. 30, 2021 | 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 | |
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) | 3,602,509 | |
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 ($)directorsshares | Sep. 30, 2021USD ($)$ / shares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)directors$ / sharesshares | Sep. 30, 2020USD ($) | Dec. 31, 2020$ / shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock issued for payment of services | $ 37,544 | $ 31,250 | $ 109,784 | $ 93,749 | ||
Number of independent directors | directors | 5 | |||||
Fair value of common stock issued for future services | $ 147,329 | 125,000 | ||||
Common stock, par value (per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Restricted stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock, par value (per share) | $ / shares | $ 1.92 | $ 1.92 | ||||
, Weighted average vesting period | 6 months | |||||
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 | 30,324 | ||||
Stock issued for payment of services | $ 125,000 | $ 147,329 | ||||
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 | $ 6,364 | 6,507 | $ 19,371 | 27,175 | ||
Non-Employees [Member] | Restricted stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Restricted stock or unit expense | 37,544 | $ 31,250 | 109,784 | $ 93,749 | ||
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 | 49,376 | |||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, aggregate intrinsic value, nonvested | $ 25,949 | $ 25,949 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Non-Vested Restricted Stock (Details) - Restricted Stock [Member] - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
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 | 13,666 | 31,282 | |
Restricted stock units, nonvested grants in period | 30,324 | 390,625 | |
Restricted stock units, nonvested vested in period | (30,475) | (408,241) | |
Restricted stock units, nonvested forfeited in period | 0 | 0 | |
Restricted stock units, nonvested ending of period | 13,515 | 13,666 | 31,282 |
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 | $ 2.28 | $ 2.15 | |
Restricted stock units, nonvested grants in period, weighted average grant date fair value | 4.86 | 0.32 | |
Restricted stock units , nonvested vested in period, weighted average grant date fair value | 4.24 | 0.39 | |
Restricted stock units, nonvested weighted average grant date fair value | $ 3.65 | $ 2.28 | $ 2.15 |
Restricted stock units, nonvested weighted average remaining contractual terms | 6 months | 1 year 4 months 24 days | 1 year 10 months 24 days |
Stockholders' Equity - Restri_2
Stockholders' Equity - Restricted Stock Units (Details) | Jan. 03, 2020USD ($)shares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)employee$ / sharesshares | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock issued for payment of services | $ 37,544 | $ 31,250 | $ 109,784 | $ 93,749 | |||
Fair value of common stock issued for future services | $ 147,329 | 125,000 | |||||
Common stock, par value (per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Number of non-executive employees eligible for performance bonuses | employee | 37 | ||||||
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 | $ 278,669 | ||||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, aggregate intrinsic value, nonvested | $ 822,935 | $ 822,935 | |||||
Restricted stock units, nonvested weighted average remaining contractual terms | 1 year 4 months 24 days | 1 year 2 months 12 days | 3 years 2 months 12 days | ||||
Share-based Payment Arrangement, Shares Withheld for Tax Withholding Obligation | shares | 18,398 | 200,942 | |||||
Restricted Stock Units, Value, Shares Issued Net of Tax Withholdings | $ 40,682 | $ 437,644 | |||||
Common stock, par value (per share) | $ / shares | $ 1.92 | $ 1.92 | |||||
Chief Operating Officer [Member] | Restricted Stock Units (RSUs) [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock issued for payment of services, net (shares) | shares | 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) | 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 | $ 147,044 | $ 44,636 | $ 427,287 | $ 159,720 | |||
Chief Executive Officer [Member] | Restricted Stock Units (RSUs) [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock issued for payment of services, net (shares) | shares | 100,000 | 123,228 | |||||
Stock issued for payment of services | $ 394,000 | $ 61,790 | |||||
Sale of stock, vesting period (months) | 10 years | 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) | shares | 30,514 | 580,099 | |||||
Stock issued for payment of services | $ 73,715 | $ 215,936 | |||||
Sale of stock, vesting period (months) | 12 months | 12 months | |||||
Former Chief Financial Officer [Member] | Restricted Stock Units (RSUs) [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock issued for payment of services, net (shares) | shares | 4,286 | ||||||
Stock issued for payment of services | $ 8,101 | ||||||
Sale of stock, vesting period (months) | 36 months |
Stockholders' Equity - Restri_3
Stockholders' Equity - Restricted Stock Units Schedule (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
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 | 970,349 | 366,812 | |
Restricted stock units, nonvested grants in period | 134,800 | 930,145 | |
Restricted stock units, nonvested vested in period | (673,201) | (172,441) | |
Restricted stock units, nonvested forfeited in period | (3,336) | (154,167) | |
Restricted stock units, nonvested ending of period | 428,612 | 970,349 | 366,812 |
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 | $ 0.39 | $ 0.42 | |
Restricted stock units, nonvested grants in period, weighted average grant date fair value | 3.53 | 0.37 | |
Restricted stock units , nonvested vested in period, weighted average grant date fair value | 0.73 | 0.41 | |
Restricted stock units, nonvested forfeited in period, weighted average grant date fair value | 1.46 | 0.30 | |
Restricted stock units, nonvested weighted average grant date fair value | $ 0.84 | $ 0.39 | $ 0.42 |
Restricted stock units, nonvested weighted average remaining contractual terms | 1 year 4 months 24 days | 1 year 2 months 12 days | 3 years 2 months 12 days |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Options (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock, par value (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Stock option plan expense | $ 73,739 | $ 55,202 | $ 182,137 | $ 166,955 | ||
Percentage of individual ownership of common stock (percentage) | 10.00% | |||||
Share-based compensation arrangement by share-based payment award, options, outstanding, intrinsic value | $ 971,773 | $ 971,773 | ||||
Proceeds from Stock Options Exercised | 54,105 | |||||
Share-based compensation arrangement by share-based payment award, options, exercises in period, intrinsic value | $ 454,123 | |||||
Equity Incentive 2011 Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common shares outstanding | 1,801,109 | 1,801,109 | 1,712,806 | 1,357,837 | ||
Common shares expected to vest | 1,079,065 | 1,079,065 | ||||
Common shares, exercised | 161,270 | 369 | 369 | |||
Share-based compensation arrangement by share-based payment award, options, exercisable, intrinsic value | $ 412,605 | $ 412,605 | ||||
Weighted average remaining years to vest (in years) | 2 years 4 months 24 days | 2 years 6 months | 3 years | |||
Weighted average exercise price | $ 2.77 | $ 2.77 | $ 2.56 | $ 3.24 | ||
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) | $ 1.92 | $ 1.92 | ||||
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized | $ 710,661 | $ 710,661 | ||||
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 | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||
Common shares, outstanding beginning of period | 1,712,806 | 1,357,837 | 1,357,837 | |
Total stock options granted | 266,594 | 410,215 | 411,350 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | 0 | 0 | ||
Common shares, exercised | (161,270) | (369) | (369) | |
Common shares, forfeited | (17,021) | (56,012) | ||
Common shares, outstanding end of period | 1,801,109 | 1,712,806 | 1,357,837 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ||||
Weighted average exercise price, beginning of period | $ 2.56 | $ 3.24 | $ 3.24 | |
Weighted average exercise price, granted | 2.64 | $ 0.69 | 0.69 | |
Weighted average exercise price, exercised | 0.34 | 1 | ||
Weighted average exercise price,expired | 0 | 0 | ||
Weighted average exercise price, forfeited | 3.50 | 5.08 | ||
Weighted average exercise price, end of period | $ 2.77 | $ 2.56 | $ 3.24 | |
Weighted average remaining life (years), outstanding | 6 years 2 months 12 days | 6 years 10 months 24 days | 7 years 2 months 12 days | |
Common shares expected to vest | 1,079,065 | |||
Common shares expected to vest weighted average | $ 3.68 | |||
Weighted average remaining useful life exercisable | 5 years 2 months 12 days |
Stockholders' Equity - Schedu_3
Stockholders' Equity - Schedule of Nonvested Stock Option (Details) - Equity Incentive 2011 Plan [Member] - $ / shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | ||||
Common shares, nonvested beginning of period | 715,486 | 600,779 | 600,779 | |
Common shares, granted | 266,594 | 410,215 | 411,350 | |
Common shares, vested | (251,647) | (283,766) | ||
Common shares, forfeited | (8,389) | (12,877) | ||
Common shares, nonvested end of period | 722,044 | 715,486 | 600,779 | |
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 | $ 0.56 | $ 0.64 | $ 0.64 | |
Weighted average grant date fair value, granted | 2.81 | $ 0.56 | 0.56 | |
Weighted average grant date fair value, vested | 0.65 | 0.72 | ||
Weighted average grant date fair value, forfeited | 0.92 | 0.88 | ||
Weighted average grant date fair value, nonvested end of period | $ 0.93 | $ 0.56 | $ 0.64 | |
Weighted average remaining years to vest (in years) | 2 years 4 months 24 days | 2 years 6 months | 3 years |
Stockholders' Equity - Schedu_4
Stockholders' Equity - Schedule of Stock Option Assumptions (Details) - Equity Incentive 2011 Plan [Member] - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total stock options granted | 266,594 | 410,215 | 411,350 | ||
Weighted average exercise price, granted | $ 2.64 | $ 0.69 | $ 0.69 | ||
Expected term (in years) | 6 years | 6 years | 6 years | 6 years | |
Weighted average volatility (percentage) | 120.67% | 116.64% | 120.14% | 108.56% | |
Weighted average risk free interest rate (percentage) | 0.93% | 0.42% | 0.94% | 0.46% | |
Expected dividends | 0.00% | 0.00% | 0.00% | 0.00% | |
Weighted average grant date fair value, granted | $ 2.81 | $ 0.56 | $ 0.56 |
Stockholders' Equity - Employee
Stockholders' Equity - Employee Stock Purchase Plan (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021USD ($)shares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)hoursshares | Sep. 30, 2020USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Proceeds received from sale of employee stock purchase plan | $ | $ 5,222 | $ 1,944 | ||
Stock purchase plan issuances (shares) | 3,376 | 9,665 | ||
2014 Employee Stock Purchase Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock, capital shares reserved for future issuance (shares) | 500,000 | 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% | |||
APIC, share-based payment arrangement, ESPP, increase for cost recognition | $ | $ 1,892 | $ 2,223 | $ 4,424 | $ 2,996 |
Remaining common stock, capital shares reserved for future issuance | 392,237 | 392,237 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary Stock-Based Compensation (Details) - Stock options - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
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) | $ 229,039 | $ 108,568 | $ 633,219 | $ 356,846 |
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) | 1,898 | 9,709 | 5,315 | 24,278 |
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) | 5,342 | 3,324 | 16,090 | 42,967 |
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) | $ 221,799 | $ 95,535 | $ 611,814 | $ 289,601 |
Loss Per Common Share - Schedul
Loss Per Common Share - Schedule of Dilutive Shares (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Earnings Per Share [Abstract] | ||||
Net loss | $ (1,480,757) | $ (1,254,800) | $ (3,584,881) | $ (9,209,403) |
Weighted average common shares outstanding – basic and diluted | 61,883,017 | 45,772,638 | 59,875,142 | 38,879,218 |
Basic and diluted loss per common share | $ (0.02) | $ (0.03) | $ (0.06) | $ (0.24) |
Loss Per Common Share - Sched_2
Loss Per Common Share - Schedule of Anti-Dilutive Shares (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 2,214,145 | 2,822,861 | 2,308,946 | 2,768,637 |
Stock options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 1,726,580 | 1,611,459 | 1,732,763 | 1,505,320 |
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 | 467,214 | 1,030,559 | 549,385 | 971,326 |
Restricted Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 20,351 | 180,843 | 26,798 | 283,287 |
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 0 | 0 | 0 | 8,704 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | $ 7,607,546 | $ 4,036,120 | $ 19,521,917 | $ 11,934,827 |
Managed Services Revenue | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 7,153,517 | 3,513,806 | 18,139,370 | 10,129,210 |
Marketplace Spend Fees | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 89,196 | 120,630 | 269,160 | 482,817 |
License Fees | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 354,850 | 396,549 | 1,082,734 | 1,291,002 |
Other Fees | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 9,983 | 5,135 | 30,653 | 31,798 |
SaaS Services Revenue | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 454,029 | 522,314 | 1,382,547 | 1,805,617 |
United States | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 7,401,814 | 3,666,860 | 18,964,711 | 11,313,653 |
Canada | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | $ 205,732 | $ 369,260 | $ 557,206 | $ 621,174 |
Revenue - Contract Balances (De
Revenue - Contract Balances (Details) | 9 Months Ended | |
Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($) | |
Revenue from Contract with Customer [Abstract] | ||
Accounts receivable, net | $ 7,093,028 | $ 5,207,205 |
Contract liabilities (unearned revenue) | $ 10,660,068 | $ 7,180,264 |
Length of contract with customers | 1 year | |
Contract length for sales commissions payment | 1 |