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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
 
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2022March 31, 2023
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________________ to _________________
 
Commission File No.: 001-37703
 
IZEA WORLDWIDE, INC.
(Exact name of registrant as specified in its charter)
Nevada 37-1530765
(State or other jurisdiction of
incorporation or organization)
 (I.R.S. Employer
Identification No.)
1317 Edgewater Dr., # 1880,
Orlando, FL
 32804
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:  (407) 674-6911
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol (s)Name of each exchange on which registered
Common Stock, par value $0.0001 per shareIZEAThe Nasdaq Capital Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes  x  No  o
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes     No  o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated filer
Non-Accelerated Filer
Smaller reporting company
Emerging growth company


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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  o   No  x

 As of November 4, 2022,May 8, 2023, there were 62,325,08562,654,477 shares of our common stock outstanding.



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Quarterly Report on Form 10-Q for the period ended September 30, 2022March 31, 2023

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Page
PART I. FINANCIAL INFORMATION
PART II. OTHER INFORMATION

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PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

IZEA Worldwide, Inc.
Unaudited Consolidated Balance Sheets
September 30,
2022
December 31,
2021
March 31,
2023
December 31,
2022
AssetsAssetsAssets
Current assets:Current assets:  Current assets:  
Cash and cash equivalentsCash and cash equivalents$20,026,477 $75,433,295 Cash and cash equivalents$26,156,210 $24,600,960 
Accounts receivable, netAccounts receivable, net8,643,509 7,599,103 Accounts receivable, net5,922,467 5,664,727 
Prepaid expensesPrepaid expenses2,852,583 2,257,382 Prepaid expenses2,918,684 3,927,453 
Short term investmentsShort term investments21,879,305 — Short term investments17,418,187 16,106,758 
Other current assetsOther current assets57,327 100,522 Other current assets22,050 66,441 
Total current assetsTotal current assets53,459,201 85,390,302 Total current assets52,437,598 50,366,339 
Property and equipment, net76,182 155,185 
Property and equipment, net of accumulated depreciationProperty and equipment, net of accumulated depreciation258,151 156,774 
GoodwillGoodwill4,016,722 4,016,722 Goodwill4,016,722 4,016,722 
Intangible assets, netIntangible assets, net71,455 213,263 Intangible assets, net64,953 64,953 
Software development costs, netSoftware development costs, net1,264,543 1,019,600 Software development costs, net1,603,425 1,774,033 
Long term investmentsLong term investments$25,106,327 $— Long term investments23,883,523 29,296,069 
Total assetsTotal assets$83,994,430 $90,795,072 Total assets$82,264,372 $85,674,890 
Liabilities and Stockholders’ EquityLiabilities and Stockholders’ Equity  Liabilities and Stockholders’ Equity  
Current liabilities:Current liabilities:  Current liabilities:  
Accounts payableAccounts payable$1,792,445 $2,086,892 Accounts payable$2,468,032 $1,968,322 
Accrued expensesAccrued expenses2,045,355 2,502,882 Accrued expenses2,008,160 2,130,702 
Contract liabilitiesContract liabilities9,236,220 11,338,095 Contract liabilities9,854,780 11,247,746 
Current portion of notes payable29,220 — 
Total current liabilitiesTotal current liabilities13,103,240 15,927,869 Total current liabilities14,330,972 15,346,770 
Finance obligation, less current portionFinance obligation, less current portion— 10,420 Finance obligation, less current portion107,959 62,173 
Notes payable, less current portion— 31,648 
Total liabilitiesTotal liabilities13,103,240 15,969,937 Total liabilities$14,438,931 $15,408,943 
Commitments and Contingencies (Note 7)— — 
Commitments and Contingencies (Note 8)Commitments and Contingencies (Note 8)— — 
Stockholders’ equity:Stockholders’ equity:  Stockholders’ equity:  
Preferred stock; $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstandingPreferred stock; $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding— — Preferred stock; $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding— — 
Common stock; $0.0001 par value; 200,000,000 shares authorized; 62,273,425 and 62,044,883, respectively, issued, and outstanding6,227 6,205 
Common stock; $0.0001 par value; 200,000,000 shares authorized; 62,600,583 and 62,413,929, respectively, issued, and outstandingCommon stock; $0.0001 par value; 200,000,000 shares authorized; 62,600,583 and 62,413,929, respectively, issued, and outstanding6,260 6,241 
Additional paid-in capitalAdditional paid-in capital148,935,491 148,452,498 Additional paid-in capital149,383,201 149,143,567 
Accumulated deficitAccumulated deficit(77,185,933)(73,633,568)Accumulated deficit(80,909,405)(78,103,066)
Accumulated other comprehensive income (loss)Accumulated other comprehensive income (loss)(864,595)— Accumulated other comprehensive income (loss)(654,615)(780,795)
Total stockholders’ equityTotal stockholders’ equity70,891,190 74,825,135 Total stockholders’ equity67,825,441 70,265,947 
Total liabilities and stockholders’ equityTotal liabilities and stockholders’ equity$83,994,430 $90,795,072 Total liabilities and stockholders’ equity$82,264,372 $85,674,890 






See accompanying notes to the consolidated financial statements.
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IZEA Worldwide, Inc.
Unaudited Consolidated Statements of Operations and Comprehensive Loss

Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended March 31,
202220212022202120232022
RevenueRevenue$10,826,335 $7,734,374 $32,293,682 $19,678,991 Revenue$8,737,722 $8,890,336 
Costs and expenses:Costs and expenses:  Costs and expenses:
Cost of revenueCost of revenue6,597,430 4,022,395 18,989,076 9,688,870 Cost of revenue5,960,162 5,179,724 
Sales and marketingSales and marketing2,502,128 2,240,936 7,312,240 6,622,128 Sales and marketing2,404,551 2,520,343 
General and administrativeGeneral and administrative2,928,679 2,670,785 9,810,102 7,865,510 General and administrative3,403,608 3,502,435 
Depreciation and amortizationDepreciation and amortization127,535 220,453 404,856 949,906 Depreciation and amortization346,262 138,829 
Total costs and expensesTotal costs and expenses12,155,772 9,154,569 36,516,274 25,126,414 Total costs and expenses12,114,583 11,341,331 
Loss from operationsLoss from operations(1,329,437)(1,420,195)(4,222,592)(5,447,423)Loss from operations(3,376,861)(2,450,995)
Other income (expense):Other income (expense):  Other income (expense):
Interest expenseInterest expense(814)(1,558)(2,594)(24,090)Interest expense(1,564)(965)
Other income (expense), netOther income (expense), net424,019 20,961 672,821 2,019,379 Other income (expense), net572,086 (24,283)
Total other income (expense), net423,205 19,403 670,227 1,995,289 
Other income (expense), netOther income (expense), net570,522 (25,248)
Net Loss$(906,232)$(1,400,792)$(3,552,365)$(3,452,134)
Other comprehensive income
Unrealized (gain) loss on securities held597,113 — 864,595 — 
Total other comprehensive income597,113 — 864,595 — 
Total comprehensive income (loss)$(1,503,345)$(1,400,792)$(4,416,960)$(3,452,134)
Net lossNet loss$(2,806,339)$(2,476,243)
Weighted average common shares outstanding – basic and dilutedWeighted average common shares outstanding – basic and diluted62,273,425 61,883,017 62,162,508 59,875,142 Weighted average common shares outstanding – basic and diluted62,447,538 62,065,768 
Basic and diluted net loss per common share$(0.01)$(0.02)$(0.06)$(0.06)
Basic and diluted loss per common shareBasic and diluted loss per common share$(0.04)$(0.04)


























See accompanying notes to the consolidated financial statements.
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IZEA Worldwide, Inc.
Unaudited Consolidated Statements of Stockholders’ EquityComprehensive Loss
Three Months Ended September 30, 2022 and 2021

 Three Months Ended March 31,
20232022
Net loss$(2,806,339)$(2,476,243)
Other comprehensive income
Unrealized gain (loss) on securities held126,180 — 
Total other comprehensive income (loss)126,180 — 
Total comprehensive income (loss)$(2,680,159)$(2,476,243)
Common StockAdditional
Paid-In
AccumulatedAccumulated Other ComprehensiveTotal
Stockholders’
SharesAmountCapitalDeficitIncome (Loss)Equity
Balance, June 30, 202262,206,467 $6,221 $148,769,056 $(76,279,701)(267,482)$72,228,094 
Stock purchase plan & option exercise issuances— — — — — — 
Stock issued for payment of services26,490 31,257 — — 31,260 
Stock-based compensation63,133 154,110 — — 154,115 
Shares withheld to cover statutory taxes(22,665)(2)(18,932)— — (18,934)
Other comprehensive income (loss)— — — — (597,113)(597,113)
Net comprehensive income (loss)— — — (906,232)— (906,232)
Balance, September 30, 202262,273,425 $6,227 $148,935,491 $(77,185,933)$(864,595)$70,891,190 


Common StockAdditional
Paid-In
AccumulatedAccumulated Other ComprehensiveTotal
Stockholders’
SharesAmountCapitalDeficitIncome (Loss)Equity
Balance, June 30, 202161,809,573 $6,181 $148,006,352 $(72,544,289)$— $75,468,244 
Sale of securities— — — — — 
Stock purchase plan & option exercise issuances27,995 11,239 — 11,241 
Stock issued for payment of services7,716 37,543 — 37,544 
Stock issuance costs— — (14,094)— (14,094)
Stock-based compensation76,745 229,031 — 229,039 
Shares withheld to cover statutory taxes(18,398)(2)(40,680)— (40,682)
Net loss— — — (1,400,792)(1,400,792)
Balance, September 30, 202161,903,631 $6,190 $148,229,391 $(73,945,081)$— $74,290,500 







































See accompanying notes to the consolidated financial statements.
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IZEA Worldwide, Inc.
Unaudited Consolidated Statements of Stockholders’ Equity
Nine Months Ended September 30, 2022 and 2021

Common StockAdditional
Paid-In
AccumulatedAccumulated Other ComprehensiveTotal
Stockholders’
Common StockAdditional
Paid-In
AccumulatedAccumulated Other ComprehensiveTotal
Stockholders’
SharesAmountCapitalDeficitIncome (Loss)Equity SharesAmountCapitalDeficitIncome (Loss)Equity
Balance, December 31, 2021Balance, December 31, 202162,044,883 $6,205 $148,452,498 $(73,633,568)$— $74,825,135 Balance, December 31, 202162,044,883 $6,205 $148,452,498 $(73,633,568)$— $74,825,135 
Stock purchase plan & option exercise issuancesStock purchase plan & option exercise issuances38,076 18,723 — — 18,727 Stock purchase plan & option exercise issuances5,000 6,699 — — 6,700 
Stock issued for payment of servicesStock issued for payment of services79,440 93,734 — — 93,742 Stock issued for payment of services26,460 31,221 — — 31,223 
Stock-based compensationStock-based compensation168,722 16 427,997 — — 428,013 Stock-based compensation49,197 117,188 — — 117,192 
Shares withheld to cover statutory taxesShares withheld to cover statutory taxes(57,696)(6)(57,461)— — (57,467)Shares withheld to cover statutory taxes(13,486)(1)(17,250)— — (17,251)
Other comprehensive income (loss)— — — — (864,595)(864,595)
Net comprehensive income (loss)— — — (3,552,365)— (3,552,365)
Balance, September 30, 202262,273,425 $6,227 $148,935,491 $(77,185,933)$(864,595)$70,891,190 
Net lossNet loss— — — (2,476,243)— (2,476,243)
Balance, March 31, 2022Balance, March 31, 202262,112,054 $6,211 $148,590,356 $(76,109,811)$— $72,486,756 


 Common StockAdditional
Paid-In
AccumulatedAccumulated Other ComprehensiveTotal
Stockholders’
 SharesAmountCapitalDeficitIncome (Loss)Equity
Balance, December 31, 202050,050,167 $5,005 $102,416,131 $(70,492,947)$— $31,928,189 
Sale of securities11,186,084 1,119 46,543,569 — — 46,544,688 
Stock purchase plan & option exercise issuances164,646 16 59,311 — — 59,327 
Stock issued for payment of services22,608 109,782 — — 109,784 
Stock issuance costs— — (1,094,929)— — (1,094,929)
Stock-based compensation681,068 68 633,151 — — 633,219 
Shares withheld to cover statutory taxes(200,942)(20)(437,624)— — (437,644)
Net loss— — — (3,452,134)— (3,452,134)
Balance, September 30, 202161,903,631 $6,190 $148,229,391 $(73,945,081)$— $74,290,500 
 Common StockAdditional
Paid-In
AccumulatedAccumulated Other ComprehensiveTotal
Stockholders’
 SharesAmountCapitalDeficitIncome (Loss)Equity
Balance, December 31, 202262,413,929 $6,241 $149,143,567 $(78,103,066)$(780,795)$70,265,947 
Stock purchase plan & option exercise issuances— — 65,581 — — 65,581 
Stock issued for payment of services115,225 11 74,989 — — 75,000 
Stock-based compensation116,972 12 129,931 — — 129,943 
Shares withheld to cover statutory taxes(45,543)(4)(30,867)— — (30,871)
Other comprehensive income (loss)— — — — 126,180 126,180 
Net comprehensive income (loss)— — — (2,806,339)— (2,806,339)
Balance, March 31, 202362,600,583 $6,260 $149,383,201 $(80,909,405)$(654,615)$67,825,441 















See accompanying notes to the consolidated financial statements.
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IZEA Worldwide, Inc.
Unaudited Consolidated Statements of Cash Flows
Nine Months Ended September 30,
20222021
Cash flows from operating activities:  
Net loss$(3,552,365)$(3,452,134)
Adjustments to reconcile net loss to net cash used for operating activities:  
       (Gain) on the forgiveness of debt— (1,927,220)
Impairment of digital assets141,808 — 
Depreciation and amortization91,200 98,759 
Amortization of software development costs and other intangible assets313,656 851,147 
Stock-based compensation428,013 633,219 
Fair value of stock issued for payment of services93,742 109,784 
(Gain) loss on disposal of equipment18,555 (21,522)
Changes in operating assets and liabilities:  
Accounts receivable(1,044,406)(1,885,823)
Prepaid expenses and other current assets(552,006)(1,429,405)
Accounts payable(294,445)(613,330)
Accrued expenses(458,431)516,238 
Contract liabilities(2,101,876)3,468,207 
Net cash used for operating activities(6,916,555)(3,652,080)
Cash flows from investing activities:
Purchase of short term investments(89,220,431)— 
Proceeds from the sale of short term investments67,171,356 — 
Purchase of long term investments(26,278,590)— 
Proceeds from the sale of long term investments477,438 — 
Purchase of equipment(41,097)(33,912)
Proceeds from the sale of equipment10,344 29,824 
Software development costs(558,599)— 
Net cash used for investing activities(48,439,579)(4,088)
Cash flows from financing activities:  
Proceeds from sale of securities— 46,544,688 
Proceeds from stock purchase plan and option exercise issuances18,727 59,327 
Payments on finance obligation(11,944)(8,336)
Stock issuance costs— (1,094,929)
    Payments on shares withheld for statutory taxes(57,467)(341,576)
Net cash provided by (used for) financing activities(50,684)45,159,174 
Net increase (decrease) in cash and cash equivalents(55,406,818)41,503,006 
Cash and cash equivalents, beginning of period75,433,295 33,045,225 
Cash and cash equivalents, end of period$20,026,477 $74,548,231 
Supplemental cash flow information:  
Interest paid$1,894 $5,610 




Three Months Ended March 31,
20232022
Cash flows from operating activities:  
Net income (loss)$(2,806,339)$(2,476,243)
Adjustments to reconcile net income (loss) to net cash used for operating activities:
Impairment of digital assets— 62,976 
Depreciation18,786 32,933 
Amortization327,476 105,896 
Stock-based compensation195,524 117,192 
Value of stock issued for payment of services75,000 31,223 
(Gain)/Loss on disposal of equipment— (663)
Changes in operating assets and liabilities:  
Accounts receivable(257,740)339,213 
Prepaid expenses and other current assets1,053,159 (1,728,607)
Accounts payable499,710 (228,677)
Accrued expenses(149,489)(416,505)
Contract liabilities(1,392,966)1,434,456 
Net cash used for operating activities(2,436,879)(2,726,806)
Cash flows from investing activities:
Purchase of short term investments(75,492,435)— 
Proceeds from the sale of short term investments74,159,649 — 
Proceeds from the sale of long term investments5,560,083 — 
Purchase of property and equipment, net(47,429)(29,150)
Proceeds from sale of property and equipment— 663 
Increase in software development costs(156,868)(99,426)
Net cash used for investing activities4,023,000 (127,913)
Cash flows from financing activities:  
Proceeds from exercise of stock options & ESPP issuances— 6,700 
Payments on notes payable and capital leases— (9,179)
Payments on shares withheld for statutory taxes(30,871)(17,251)
Net cash provided by financing activities(30,871)(19,730)
Net increase (decrease) in cash and cash equivalents1,555,250 (2,874,449)
Cash and cash equivalents, beginning of period24,600,960 75,433,295 
Cash and cash equivalents, end of period$26,156,210 $72,558,846 
Supplemental cash flow information:  
Interest paid$1,399 $1,894 
Non-cash financing and investing activities:  
Equipment acquired with financing arrangement$61,224 $— 
Fair value of common stock issued for future services$75,000 $125,000 

See accompanying notes to the consolidated financial statements.
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IZEA Worldwide, Inc.
Notes to the Consolidated Financial Statements


NOTE 1.    COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
IZEA Worldwide, Inc. (“IZEA,” “we,” “us,” or “our”) creates and operates online marketplaces that connect marketers, including brands, agencies, and publishers, with content creators such as bloggers and tweeters (“creators”). Our technology brings the marketers and creators together, enabling their transactions to be completed at scale by managing custom content workflow, creator search and targeting, bidding, analytics, and payment processing.
We help power the creator economy, allowing everyone from college students and stay-at-home individuals to celebrities and accredited journalists the opportunity to monetize their content, creativity, and influence through our marketers. IZEA compensates these 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 websites, blogs, and social media channels.
We provide value through managing custom content workflow, creator search and targeting, bidding, analytics, and payment processing. While the majority of the marketers engage us to perform these services (the “Managed Services”) on their behalf, they may also use our marketplaces to engage creators for influencer marketing campaigns or to produce custom content on a self-service basis by licensing our technology.
Our primary technology platform, The IZEA Exchange (“IZEAx”), is designed to provide a unified ecosystem that enables the creation and publication of multiple types of custom content through ourits creators’ websites, blogs, and social media channels, including, among others, Twitter, Facebook, YouTube, Twitch, and Instagram. We extensively use this platform to manage influencer marketing campaigns on behalf of the Company’s marketers. During 2022, we re-engineered our marketers. Thisinfluencer marketing platform to align more closely with user requirements, announcing the initial rollout of IZEA Flex (“Flex”) in September 2022, and we announced the commercial launch of Flex in January 2023. Flex, which introduces end-to-end tracking of social commerce, enabling influencer impact at scale, includes eight modules allowing pricing plans that meet a range of users, will replace IZEAx as our primary platform. IZEAx will be sunset in the second quarter of 2023.
Flexis also available directly to our marketersdesigned with flexibility as a self-servicecore tenet, allowing marketers to use any combination of independent applications as they see fit. The result is a comprehensive suite of tools that, individually, supercharge influencer marketing efforts and become even more powerful when combined. Flex offers eight core modules: Discover, ContentMine, ShareMonitor, Integrations, Tracking Links, Contacts, Transactions, and Campaigns.
Flex allows marketers to easily measure the impact of individual influencers on e-commerce revenue at scale, and integrates key functions of The Creator Marketplace on IZEA.com. Modules in Flex include Discover, which allows marketers to search through content from millions of influencer social profiles while filtering across channels, demographics, and interests; ContentMine, a content management tool that collects and measures influencer content, providing real-time insights and A.I. content analysis from BrandGraph; ShareMonitor, a licensed white label product.multi-platform social monitoring tool that allows marketers to monitor hashtags, keywords and brand mentions across leading social platforms; Integrations provides deep integrations such as with Google Analytics and Shopify, providing marketers the capability to track influencer campaign metrics such as time on site, engagement and revenue; and, Tracking Links provides real-time tracking metrics for influencer marketing and can track customer conversions, spend, and purchases when used with other Flex modules.
In 2020, we launched two new platforms, BrandGraph and Shake. BrandGraph is a social media intelligence platform offering marketers an analysis of share-of-voice, engagement benchmarking, category spending estimates, influencer identification,that is heavily integrated with IZEAx and sentiment analysis.now Flex, which relies largely on data from the other platforms but is also available as a stand-alone platform. The BrandGraph 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 an online marketplace where buyers can quickly, which was sunset in October of 2022 in conjunction with the launch of The Creator Marketplace, which replaces and easily hire creators of all types for influencer marketing, photography, design, and other digital services. Theimproves upon ShakeShake’s platform isfunctionality. Shake was aimed at digital creatives seeking freelance “gig” work. Creator’s listCreators listed available “Shakes” inon their accounts onin the platform. Marketersplatform and marketers could select and purchase creative packages from them through a streamlined chat experience, assisted by ShakeBot - a proprietary, artificial intelligence assistant.
This year,In October 2022, we announced the launch of launched The Creator Marketplace® (“Marketplace”) on IZEA.com, which provides powerful tools for creators to showcase their social handles and the brands and topics they post about, and marketers to easily search and filter creator listing that meet requirements of their influencer marketing campaigns, including creator specific predictive audience demographics. Marketplace features include Casting Calls, which expands upon the foundation of the Shake platform and ultimately replaces it and IZEAx as the primary platform forgive marketers and creators a two-way marketplace to find each otherconnect and conduct business. Later this year we expectcollaborate; marketers use Casting Calls to launch IZEA FLEX as a workflow toolsolicit creators for everything from influencing campaigns to complement The Creator Marketplace.full-time employment; creators respond directly to Casting Calls with video and text responses.
Impact of COVID-19
The COVID-19 pandemic impacted our operations, sales, and finances beginning in 2020. To protect
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IZEA Worldwide, Inc.
Notes to the health and safety of our employees, we took precautionary action and directed all staff to work from home effective March 16, 2020. We allowed the leases for our company headquarters and temporary office spaces to expire at the end of their terms throughout 2020. We have not experienced any major declines in operating efficiency in our remote working environment and have decided to continue our work-from-home policy indefinitely as a Consolidated Financial Statements
virtual-first employer.
We will continue to monitor the COVID-19 situation actively and may take further actions altering the business operations that we determine are in the best interests of our employees, customers, partners, suppliers, and stakeholders, or as required by federal, state, or local authorities. It is not clear what the potential effects any such alterations or modifications may have on our business, including the effects on our customers, employees, and prospects, or on our future financial results.
Basis of Presentation
The accompanying consolidated balance sheet as of September 30,March 31, 2023, the consolidated statements of operations for the three months ended March 31, 2023 and 2022, the consolidated statements of operations and comprehensive loss for the three and nine months ended September 30,March 31, 2023 and 2022, and 2021, the consolidated statements of stockholders' equity for the three and nine months ended September 30,March 31, 2023 and 2022, and 2021, and the consolidated statements of cash flows for the ninethree months ended September 30,March 31, 2023 and 2022 and 2021 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, 20212022 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, 2022March 31, 2023 are not necessarily indicative of results that may be expected for the entire fiscal year. These unaudited consolidated financial
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IZEA Worldwide, Inc.
Notes to the Consolidated Financial Statements

statements should be read in conjunction with the consolidated financial statements and notes thereto for the fiscal year ended December 31, 2021,2022, included in the Company's Annual Report on Form 10-K filed with the SEC on March 31, 2022.2023.
Principles of Consolidation
The consolidated financial statements include the accounts of IZEA Worldwide, Inc. and its wholly-owned subsidiary.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 ofPreparing financial statements in conformitythat conform with GAAP requiresmay require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure ofdisclose 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, 2022, 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 on the Company’s consolidated financial statements in future reporting periods.
Despite the Company’s efforts, the ultimate impact of COVID-19 depends on factors beyond the Company’s knowledge or control, including the duration and severity of the outbreak, as well as third-party actions taken to contain its spread and mitigate its public health effects. As a result, the Company is unable to estimate the full extent to which COVID-19 will negatively impact its financial results or liquidity.
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. The FDIC insures deposits made to the Company bank accounts up to $250,000.a maximum of $250,000 at each bank. The CDIC insures deposits made to the Company bank accountaccounts in Canada up to CAD 100,000. Deposit balances exceeding these limits were approximately $19.8$25.6 million and $74.9$24.4 million as of September 30, 2022March 31, 2023, and December 31, 2021,2022, respectively.
Investment in Debt Securities
Our investments in debt securities are carried at either amortized cost or fair value. The cost basis is determined by the specific identification method. Investments in debt securities that the Company has the positive intent and ability to hold to maturity are carried at amortized cost and classified as held-to-maturity. Investments in debt securities that are not classified as held-to-maturity are carried at fair value and classified as either trading or available-for-sale. Realized and unrealized gains and losses on trading debt securities as well as realized gains and losses on available-for-sale debt securities are included in net income. Unrealized gains and losses, net of tax, on available-for-sale debt securities are included in our consolidated balance sheet as a component of accumulated other comprehensive income (loss).
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.credit losses. Trade receivables are customer obligations due under standardnormal trade terms. Unbilled receivables represent amounts owed for work that has been performed but not yet billed. The Company had net trade receivables of $8,556,962 and unbilled receivables of $86,547$5.9 million at September 30, 2022.March 31, 2023. The Company had net trade receivables of $7,577,177 and unbilled receivables of $21,926$5.7 million at December 31, 2021.2022.
Management determines the collectability of accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition, credit history, and current economic conditions. An account is deemed delinquent when the customer has not paid an amount due by its associated due date. 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. The Company had a reserve for doubtful accountscredit losses of $155,000 and $155,000 as of September 30, 2022March 31, 2023, and December 31, 2021, respectively.2022. Management believes that this estimate is reasonable, but there can be no assurance that the estimate will not change due to a change in economic conditions or business conditions within the industry, the individual
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IZEA Worldwide, Inc.
Notes to the Consolidated Financial Statements

customers, or the Company. Any adjustments to this account are reflected in the consolidated statements of operations as a general and administrative expense. BadThe Company did not recognize any bad debt expense was less than 0.01% of revenue for eacheither of the three and nine months ended September 30, 2022March 31, 2023 and 2021.2022.
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IZEA Worldwide, Inc.
Notes to the Consolidated Financial Statements

     Concentrations of credit risk forwith respect to accounts receivable have been typically been 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 currently has one customertwo customers that accountseach accounted for 33%more than 10% of total accounts receivable at September 30, 2022,March 31, 2023, and nothree customers that each accounted for more than 10% of total accounts receivable at December 31, 2021.2022. The Company had two customersone customer that accounted for 15% and 23%, respectively,more than 10% of its gross billings during the three months ended September 30, 2022March 31, 2023 and twothree customers that each accounted for more than 12% and 12%, respectively,10% of its gross billings during the three months ended September 30, 2021. The Company had two customers that accounted 11% and 25%, respectively, of its gross billings during the nine months ended September 30, 2022, and one customer that accounted for 13% of its gross billings during the nine months ended September 30, 2021.March 31, 2022.
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 Equipment3 years
Office Equipment3 - 10 years
Furniture and Fixtures5 - 10 years
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.
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 in an amount equal to the excess of the reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit 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, 2022.March 31, 2023. No indicators were present and no impairment was recorded during the three months ended March 31, 2023.
Intangible Assets
The Company acquired the majoritymost of its intangible assets through its acquisitions of Ebyline, ZenContent, and TapInfluence. The Company amortizesTapInfluence, and amortized the identifiable intangible assets over periods of 12 to 60 months. See Note 3 of Notes to the Consolidated Financial Statements4 for further details.
The Company accounts for its digital assets held as indefinite-lived intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other.Other. The Company maintains ownership of and control over its digital assets and may use third-party custodial services to secure them. The digitalDigital assets are initially recorded at cost and are subsequently evaluated for any impairment losses incurred since acquisition. The Company did not recognize any impairment of digital assets during the three months ended March 31, 2023. The Company recognized an impairment of $62,976 on digital assets during the three months ended March 31, 2022.
The Company reviews long-lived assets, including 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’sasset's carrying amount to determine if there has been an impairment, which is calculated as the difference between the asset’sassets fair
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IZEA Worldwide, Inc.
Notes to the Consolidated Financial Statements

value and the carrying value. Estimates of future undiscounted cash flows are based on expected growth rates for the business, anticipated future economic conditions, and estimates of residual values. Fair values take into considerationdepend upon management estimates of risk-adjusted discount rates, which are believed to be consistent with assumptions that marketplace participants would use in
8

IZEA Worldwide, Inc.
Notes to the Consolidated Financial Statements

their estimates of fair value. The Company did not recognize any impairment charges associated with the Company’s acquired identifiable intangible assets in the three and nine months ended September 30, 2022, and 2021. The Company recognized an impairment of $1,081 on digital assets held as indefinite-lived intangible assets induring the three months ended September 30,March 31, 2023 and 2022. The Company recognized an impairment of $141,808 on digital assets held as indefinite-lived intangible assets in the nine months ended September 30, 2022. The Company did not recognize any impairment charges on digital assets held as indefinite-lived intangible assets in the three and nine months ended September 30, 2021.
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 development stage, including significant enhancements and upgrades, are capitalized. These costs include personnel and related employee benefitbenefits expenses for employees or consultants directly associated with and devotedwho devote time to software projects and external direct costs of materials obtained in developing the software. The Company also capitalizes certain costs associated with cloud computing arrangements ("CCAs"). These software developments, acquired technology, and CCA costs are amortized on a straight-line basis over the estimated useful life of five years upon the initial release of the software or additional features. The Company reviews the software development costs for impairment when circumstances indicate that their carrying amounts may not be recoverable. If the carrying value of an asset group is not recoverable, the Company recognizes an impairment loss for the excess of carrying value over the fair value in its consolidated statements of operations. See Note 4 of Notes to the Consolidated Financial Statements5 for further details.
Leases
Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), 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 with 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 Shakeplatforms (“Marketplace Spend Fees”); (3) revenue from license and subscription fees charged to access the ourIZEAx 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 agentagents or a principalprincipals for each identified performance obligation. The determination of whether the Company acts as principal or agent is highly subjective and requires the Company to evaluate a number ofseveral indicators individually and as a whole in order to make its determination. For transactions in which the Company acts as a principal, revenue is reported on a gross basis as the amount paid by the marketer for the purchase of content or sponsorship, promotion, and other related services and the Company records the amounts it pays to third-party creators as cost of revenue. For transactions in which the Company acts as an agent, revenue is reported on a net basis as the amount the
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IZEA Worldwide, Inc.
Notes to the Consolidated Financial Statements

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 a 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
9

IZEA Worldwide, Inc.
Notes to the Consolidated Financial Statements

or a cancellation fee if the customer cancels the agreement is canceled by the customer prior tobefore the completion of services. Billings in advance of completed services are recorded as a contract liability until earned. The Company assesses collectability based on several factors, including the creditworthiness of the customer and payment and transaction history. Certain content creators have payment terms that require sponsored social postings to remain active 45 days following the posting date before payment is due; the Company records pro-rata revenue and a pro-rata liability for this content at each balance sheet date. The Company intends to remove this posting period requirement from its new market contracts before the end of 2022.
Managed Services Revenue
For Managed Services Revenue, the Company enters into an agreementagreements 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 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 Company may provide one type or a combination of all types of these performance obligationsinfluencer marketing services on a statement of work for a lump sum fee. When multiple types of performance obligations exist in a contract, the Company allocates revenue to each distinct performance obligation at contract inception based on its relative standalone selling price. These performance obligations are to be provided over a period that generally ranges from one day to one year. The delivery of custom content represents a distinct performance obligation that is satisfied at a point in time when each 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 Shakeplatforms to provide andand/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 by granting customers limited, non-exclusive, non-transferable licensesaccess to access the IZEAx and BrandGraph Company’s technology platforms for an agreed-upon subscription period. Customers access the platforms to manage their 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.
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IZEA Worldwide, Inc.
Notes to the Consolidated Financial Statements

The Company does not typically engage in contracts that are longer than one year. Therefore, the Company does not capitalize costs to obtain its customer contracts as these amounts generally would be recognized over a period of less than one year and are not material.
Advertising Costs
Advertising costs include spending relating to our advertising and promotional activities in support of our products and services, are charged to expense as incurredthey are incurred. Advertising costs charged to operations for the three months ended March 31, 2023, and 2022 were approximately $0.5 million and $0.5 million, respectively. Advertising costs are included in sales and marketing expense in the accompanying consolidated statements of operations.

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IZEA Worldwide, Inc.
Notes to the Consolidated Statement of Operations. Advertising costs for the three months ended September 30, 2022 and 2021 were approximately $585,000 and $530,000, respectively. Advertising costs for the nine months ended September 30, 2022 and 2021 were approximately $1,576,500 and $1,484,000, respectively.Financial Statements

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 has recorded a full valuation allowance on its deferred tax assets.realized. The Company incurs minimal state franchise tax in fourtwelve 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 based on the statute of limitations by the InternalIRS is generally three years; however, the IRS may examine records and other evidence from the year the net operating loss was generated when the Company utilizes net operating loss carryforwards in future periods. The tax years subject to examination by the Canadian Revenue Service are 2019 through 2021.Agency is generally four years.
Fair Value of Financial Instruments
The Company’sCompany records investments in financial instruments are recorded at fair value. Fair value, which 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. As of September 30, 2022,March 31, 2023, the Company holds Level 1 and Level 2 financial assets; this is discussed further discussed in Note 112 - Financial Instruments of Notes to the Consolidated Financial Statements.
Stock-Based Compensation
Stock-based compensation cost related to stock options granted under the 2011 Equity Incentive Plan, as amended, and the 2011 B Equity Incentive Plan (together, the “2011 Equity Incentive Plans”) (see Note 8 of Notes to the Consolidated Financial Statements)9) is measured at the grant date, based on the fair value of the award, and is recognized as expense over the employee’s requisite service period on a straight-line basis. The Company estimates the fair value of each option award on the date of grant using a Black-Scholes option-pricing model that uses the assumptions noted in the table below. The Company uses the simplified method to estimate the expected term of employee stock options because it does not believe historical exercise data will provide a reasonable basis for estimating the expected term for the current share options granted. The simplified method assumes that employees will exercise share options evenly between the period when the share options are vested and ending on the date when the options would expire. The Company uses the closing stock price of its common stock on the date of the grant as the associated fair value of its common stock. For issuances after June 30, 2019, theThe Company estimates the volatility of its common stock at the date of grant based on the volatility of its stock during the period. For issuances on or prior to June 30, 2019, the Company estimated the volatility of its common stock at the date of grant based on the volatility of comparable peer companies that were publicly traded and had a longer trading history than the Company. The Company uses the risk-free interest rate on the implied yield currently available on U.S. Treasury issues with an equivalent remaining term
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IZEA Worldwide, Inc.
Notes to the Consolidated Financial Statements

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, 2022March 31, 2023, and 2021:2022:
Three Months EndedNine Months Ended
2011 Equity Incentive Plans AssumptionsSeptember 30,
2022
September 30,
2021
September 30,
2022
September 30,
2021
Expected term6 years6 years6 years
Weighted average volatility—%120.67%120.48%120.14%
Weighted average risk-free interest rate—%0.93%1.70%0.94%
Expected dividends
Weighted average expected forfeiture rate—%11.03%37.00%12.25%
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IZEA Worldwide, Inc.
Notes to the Consolidated Financial Statements

Three Months Ended March 31,
2011 Equity Incentive Plans Assumptions20232022
Expected term5 years6 years
Weighted average volatility121.95%120.48%
Weighted average risk-free interest rate1.72%1.70%
Expected dividends
Weighted average expected forfeiture rate37.00%37.00%
The Company estimates forfeitures when recognizing compensation expense and thisadjusts the 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 did not issue any stock options during the three months ended September 30, 2022.
The Company may issue shares of restricted stock or restricted stock units that 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 of Notes to the Consolidated Financial Statements9 for additional information related to these shares.
Recently Issued Accounting Pronouncements
Recently Adopted Accounting Pronouncements
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 impacted 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, 2022,March 31, 2023, the Company does not have any contracts that reference LIBOR rates and this guidance has not had a material impact on its 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 the 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 ASU No. 2019-05 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. As of March 31, 2023, the Company does not have any significant amounts of loans, receivables, and debt securities with expected credit losses and this guidance has not had a material impact on its financial statements. The Company is currently evaluatingwill recognize any future expected credit losses as a provision for credit losses on the expected impact of adopting ASU 2016-13 on its consolidated financial statements and disclosures.income statement, as needed.
Convertible Instruments:
In August 2020,
NOTE 2.    FINANCIAL INSTRUMENTS
Cash, Cash Equivalents, and Marketable Securities (Available for Sale)
Per a revised investment strategy policy, the FASB issued ASU No. 2020-06, AccountingCompany engaged a third party registered investment advisor and appointed a leading national bank for Convertible Instrumentscustody services with respect to investment securities, making an initial deposit of $60 million on April 18, 2022. Investments comply with the Company’s revised investment strategy policy, designed to preserve capital, minimize investment risks, and Contracts in an Entity’s Own Equity (“ASU 2020-06”). ASU 2020-06 simplifiesmaximize returns.
The following table shows the guidance on the issuer’s accounting for convertible debt instrumentsCompany’s cash, cash equivalents, and marketable securities 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 whollysignificant investment category as debt, unlessof March 31, 2023:
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IZEA Worldwide, Inc.
Notes to the Consolidated Financial Statements

certain
Adjusted CostUnrealized GainsUnrealized LossesFair ValueCash and Cash Equivalents
Current Marketable Securities (1)
Non-Current Marketable Securities (2)
Cash$6,780,791 $— $— $6,780,791 $6,780,791 $— $— 
Level 1 (3)
Commercial paper19,377,951 2,218 (4,750)19,375,419 19,375,419 — — 
US Treasury securities12,044,919 58,862 (206,439)11,897,342 — 4,980,648 6,916,694 
Subtotal31,422,870 61,080 (211,189)31,272,761 19,375,419 4,980,648 6,916,694 
Level 2 (4)
Asset backed securities9,192,459 40,850 (154,691)9,078,618 — 3,753,559 5,325,059 
Corporate debt securities20,716,415 84,167 (474,832)20,325,750 — 8,683,980 11,641,770 
Subtotal29,908,874 125,017 (629,523)29,404,368 — 12,437,539 16,966,829 
Total$68,112,535 $186,097 $(840,712)$67,457,920 $26,156,210 $17,418,187 $23,883,523 
(1) Current Marketable Securities have a holding period under one year.
(2) Non-Current Marketable Securities have a holding period over one year. The securities held by IZEA Worldwide, Inc. mature between one and five years.
(3) Level 1 fair value estimates are based on quoted prices in active markets for identical assets and liabilities.
(4) Level 2 fair value estimates are based on observable inputs other conditionsthan quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets and liabilities in inactive markets, or other inputs that are met. The elimination of these models will reduce reported interest expense and increase reported net incomeobservable or can be corroborated by observable market data for entities that have issued a convertible instrument that was withinsubstantially the scope of those models before the adoption of ASU 2020-06. Also, ASU 2020-06 requires the applicationfull term of the if-converted method for calculating diluted earnings per shareassets and the treasury stock method will be no longer available. The provisions of ASU 2020-06 are applicable for the Company as a smaller reporting company for fiscal years beginning after December 15, 2023, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. liabilities.
The Company is currently evaluatingrecords the impactfair value of ASU 2020-06cash equivalents and marketable securities on its consolidated financial statementsthe balance sheet. The adjusted cost, which includes unrealized gains and related disclosures.
Accounting for Contract Assets and Contract Liabilities from Contracts with Customers: In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). Under ASU 2021-08, an acquirer in a business combination must apply ASC 606 principles when recognizing and measuring acquired contract assets and contract liabilities. The provisions of ASU 2021-08losses, reflects settlement amounts if all investments are applicable for the Company for fiscal years and interim periods beginning after December 15, 2022.held to maturity. The Company is currently evaluating the impactdid not recognize any realized gains (net of ASU 2021-08 on its consolidated financial statements and related disclosures.

NOTE 2.     PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
September 30, 2022December 31, 2021
Furniture and fixtures$8,674 $208,583 
Office equipment3,843 66,417 
Computer equipment415,790 541,330 
Total428,307 816,330 
Less accumulated depreciation(352,125)(661,145)
Property and equipment, net$76,182 $155,185 
Depreciation expense on property and equipment recorded in depreciation and amortization expense in the consolidated statements of operations and comprehensive loss was $25,672 and $33,072losses) for the three months ended September 30, 2022March 31, 2023. Realized gains and 2021, respectively,losses are a component of other income (expense), net. Unrealized gains and was $91,200losses are a component of other comprehensive income (loss) (“OCI”).
The following table summarizes the estimated fair value of investments in marketable debt securities by stated contractual maturity dates:
March 31, 2023December 31, 2022
Due in 1 year or less$17,418,187 $16,106,758 
Due in 1 year through 5 years23,883,523 29,296,069 
Total$41,301,710 $45,402,827 
The following table presents fair values and $98,759 fornet unrealized gains (losses) recorded to OCI, aggregated by investment category:
March 31, 2023December 31, 2022
Fair ValueNet Unrealized Gain (Loss)Fair ValueNet Unrealized Gain (Loss)
Cash and cash equivalents$26,156,210 $(2,532)$24,600,960 $(2,131)
Government bonds11,897,342 (147,577)11,765,597 (206,439)
Corporate debt securities20,325,750 (390,665)21,618,613 (417,649)
Asset backed securities9,078,618 (113,841)12,018,617 (154,576)
Total$67,457,920 $(654,615)$70,003,787 $(780,795)
During the ninethree months ended September 30, 2022March 31, 2023, the Company did not recognize any significant credit losses and 2021, respectively.had no ending allowance balance for credit losses.

NOTE 3.     PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
13


March 31, 2023December 31, 2022
Furniture and fixtures$29,848 $— 
Office equipment3,843 3,843 
Computer equipment408,156 323,700 
Total441,847 327,543 
Less accumulated depreciation(183,696)(170,769)
Property and equipment, net$258,151 $156,774 
Depreciation expense on property and equipment recorded in depreciation and amortization expense in the consolidated statements of operations and comprehensive loss was $18,786 and $32,933 for the three months ended March 31, 2023 and 2022, respectively.

NOTE 4.     INTANGIBLE ASSETS
The identifiable intangible assets, other than Goodwill, consists of the following assets:    
September 30, 2022December 31, 2021March 31, 2023December 31, 2022
BalanceAccumulated AmortizationBalanceAccumulated AmortizationUseful Life (in years)BalanceAccumulated AmortizationBalanceAccumulated AmortizationUseful Life (in years)
Content provider networksContent provider networks$160,000 $160,000 $160,000 $160,000 2Content provider networks$160,000 $160,000 $160,000 $160,000 2
Trade namesTrade names87,000 87,000 87,000 87,000 1Trade names87,000 87,000 87,000 87,000 1
Developed technologyDeveloped technology820,000 820,000 820,000 820,000 5Developed technology820,000 820,000 820,000 820,000 5
Self-service content customersSelf-service content customers2,810,000 2,810,000 2,810,000 2,810,000 3Self-service content customers2,810,000 2,810,000 2,810,000 2,810,000 3
Managed content customersManaged content customers2,140,000 2,140,000 2,140,000 2,140,000 3Managed content customers2,140,000 2,140,000 2,140,000 2,140,000 3
DomainsDomains166,469 166,469 166,469 166,469 5Domains166,469 166,469 166,469 166,469 5
Embedded non-compete provisionEmbedded non-compete provision28,000 28,000 28,000 28,000 2Embedded non-compete provision28,000 28,000 28,000 28,000 2
Total definite-lived intangible assetsTotal definite-lived intangible assets6,211,469 6,211,469 6,211,469 6,211,469 Total definite-lived intangible assets$6,211,469 $6,211,469 $6,211,469 $6,211,469 
Digital Assets71,455 — 213,263 — Indefinite
Digital assetsDigital assets64,953 — 64,953 — Indefinite
Total intangible assetsTotal intangible assets$6,282,924 $6,211,469 $6,424,732 $6,211,469 Total intangible assets$6,276,422 $6,211,469 $6,276,422 $6,211,469 

Total identifiable intangible assets from the Company’s acquisitions and other acquired assets net of accumulated amortization thereon consists of the following:
March 31, 2023December 31, 2022
Ebyline Intangible Assets$2,370,000 $2,370,000 
ZenContent Intangible Assets722,000 722,000 
Domains166,469 166,469 
TapInfluence Intangible Assets2,953,000 2,953,000 
Digital Assets64,953 64,953 
Total$6,276,422 $6,276,422 
Less accumulated amortization(6,211,469)(6,211,469)
Intangible assets, net$64,953 $64,953 
There were no impairment charges associated with the Company’s identifiable intangible assets, other than digital assets mentioned below, in the three months ended March 31, 2023 and 2022.
No amortization expense related to intangibles was recorded in depreciation and amortization in the accompanying consolidated statements of operations and comprehensive loss for the three months ended March 31, 2023, and 2022, respectively.
13
14

IZEA Worldwide, Inc.
Notes to the Consolidated Financial Statements

September 30, 2022December 31, 2021
Ebyline Intangible Assets$2,370,000 $2,370,000 
ZenContent Intangible Assets722,000 722,000 
Domains166,469 166,469 
TapInfluence Intangible Assets2,953,000 2,953,000 
Digital Assets71,455 213,263 
Total$6,282,924 $6,424,732 
Less accumulated amortization(6,211,469)(6,211,469)
Intangible assets, net$71,455 $213,263 
There were noDuring the three months ended March 31, 2023 and 2022, the Company did not purchase, receive, or sell any digital assets. No impairment charges associated withof the Company’s definitive-lived intangibledigital assets was required in the three and nine months ended September 30, 2022 and 2021.
Amortization expense recorded in depreciation and amortizationMarch 31, 2023. The Company impaired the value of its digital assets by $62,976 in the accompanyingthree months ended March 31, 2022 as the fair market value decreased from its carrying value. The impairment of digital assets is presented as a non-cash operating expense within general and administrative on the consolidated statements of operations and comprehensive lossloss. The fair market value of such digital assets held as of March 31, 2023, was $216,667 and $505,556 for the three and nine months ended September 30, 2021, respectively. No amortization expense was recorded for the three and nine months ended September 30, 2022 as all applicable assets have been fully amortized.$64,953.
The Company determines the fair value of its digital assets specifically Bitcoin and Ethereum, on a nonrecurring basis in accordance with ASC 820, Fair Value Measurement, based on quoted prices on the active exchange(s) that has been determined to be the principal market for such assets (Level 1 inputs). The Company performs an analysis each quarter to identify whether events or changes in circumstances, principally decreases in the quoted prices on active exchanges, indicate that it is more likely than not that the digital assets are impaired. In determining if an impairment has occurred, the Company considers the lowest market price of one unit of the digital asset quoted on the active exchange since acquiring the digital asset. If the then-current carrying value of a digital asset exceeds the fair value so determined, an impairment loss has occurred with respect to those digital assets in the amount equal to the difference between their carrying value and the price determined.
Impairment losses on digital assets are recognized within general and administrative expenses in the consolidated statements of operations and comprehensive loss in the period in which the impairment is identified. The impaired digital assets are written down to the lowest market price at the time of impairment and this new cost basis will not be adjusted upward for any subsequent increase in fair value. Gains are not recorded until realized upon sale, at which point they are presented net of any impairment losses for the same digital assets held. In determining the gain to be recognized upon sale, the Company calculates the difference between the sales price and carrying value of the digital assets sold immediately prior to sale.
During the three and nine months ended September 30, 2022, the Company did not conduct any transactions in digital assets. The Company impaired the value of its digital assets by $1,081 and $141,808 during the three and nine months ended September 30, 2022, respectively, as the fair market value decreased from the purchase value. No impairment of digital assets was recognized during the three and nine months ended September 30, 2021. The impairment of digital assets is presented as a non-cash operating expense within general and administrative on the consolidated statements of operations and comprehensive loss. The fair market value of such digital assets held as of September 30, 2022 was $71,455.
The Company performs itsan annual impairment testsassessment of goodwill as ofin October 1 of each year, or more frequently, if certain indicators are present. As of September 30, 2022March 31, 2023, the Company determined that no goodwill impairment to goodwill existed.

NOTE 4.     SOFTWARE DEVELOPMENT COSTS

Software development costs consists of the following:
September 30, 2022December 31, 2021
Software development costs$3,595,410 $3,036,810 
Less accumulated amortization(2,330,867)(2,017,210)
Software development costs, net$1,264,543 $1,019,600 
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, 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 $281,230 and $558,599 during the three and nine months ended September 30, 2022, respectively. The
14

IZEA Worldwide, Inc.
Notes to the Consolidated Financial Statements

Company did not capitalize any software development costs during the three and nine months ended September 30, 2021. As a result, the Company has capitalized a total of $3,595,410 in direct materials, consulting, payroll, and benefit costs to its internal-use software development costs in the September 30, 2022 consolidated balance sheet.
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.
As of September 30, 2022, future estimated amortization expense related to software development costs is set forth in the following schedule:
Software Development Amortization Expense
Remainder of 2022$117,851 
2023471,405 
2024289,484 
2025190,639 
2026114,477 
202780,687 
Total$1,264,543 

NOTE 5.     ACCRUED EXPENSESSOFTWARE DEVELOPMENT COSTS
Accrued expenses consist
Software development costs consists of the following:
September 30, 2022December 31, 2021
Accrued payroll liabilities$1,787,297 $2,251,284 
Accrued taxes41,871 76,079 
Current portion of finance obligation34,292 33,388 
Accrued other181,895 142,131 
Total accrued expenses$2,045,355 $2,502,882 
March 31, 2023December 31, 2022
Software development costs$4,666,672 $4,509,805 
Less accumulated amortization(3,063,247)(2,735,772)
Software development costs, net$1,603,425 $1,774,033 

NOTE 6.    NOTES PAYABLE
Summary
Interest expenseThe Company developed its web-based influencer marketing platform, IZEAx, to enable influencer marketing and content creation campaigns on financing arrangements recordeda greater scale. In 2022, the Company developed two new web-based influencer marketing platforms, Flex and Marketplace. These new platforms will replace IZEAx and Shake. IZEAx will be sunset in the Company’s consolidated statementssecond quarter of operations2023 and comprehensive lossShake was $814sunset in the fourth quarter of 2022. The Company capitalized software development costs of $156,868 and $1,558$99,426 during the three months ended September 30,March 31, 2023, and 2022, and 2021, respectively, and $2,594 and $24,090 forrespectively. As a result, the nine months ended September 30, 2022 and 2021, respectively.
As of September 30, 2022, the future contractual maturities of the Company’s debt obligations by year is set forth in the following schedule:

Remainder of 2022$63,512 
Total$63,512 
Finance Obligation
The Company has two long-term payment plans withcapitalized a vendortotal of $4,666,672 in direct materials, consulting, payroll, and benefit costs 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 financial obligation. The total balance owed was $34,292 and $43,808 as of September 30, 2022 and December 31, 2021, respectively, with the short-term portion of $34,292 and $33,388 recorded under accrued expensesinternal-use software development costs in the consolidated balance sheetssheet as of September 30,March 31, 2023.
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, or its actual useful life, if shorter. The Company recorded amortization expense associated with its capitalized software development cost of $327,476 and $105,896 during the three months ended March 31, 2023, and 2022, and December 31, 2021, respectively.

15

IZEA Worldwide, Inc.
Notes to the Consolidated Financial Statements

Canada Emergency Business Account (“CEBA”) Loan
On April 22, 2020, the Company received a Canadian dollar loan in the principal amountAs of 40,000 CAD ($29,220 USD as of September 30, 2022), 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 DecemberMarch 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. On October 21, 2022, the Company received notification from the Government of Canada that a determination had been made that the business did not meet the eligibility criteria for loan forgiveness. The loan will be paid in the full amount of 40,000 CAD ($29,220 USD as of September 30, 2022) in the fourth quarter of 2022.
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 was terminated in April 2021. The line of credit agreement required the Company to pay an annual facility fee of $20,000 and an annual due diligence fee of $1,000 upon renewal. During the three months ended September 30, 2021, the Company did not amortize any costs through interest expense. During the nine months ended September 30, 2021, the Company amortized $7,000 of cost through interest expense. During the three and nine months ended September 30, 2022 the Company did not amortize any interestfuture estimated amortization expense related to software development costs is set forth in the secured credit facility.following schedule:
Software Development Amortization Expense
2023$258,492 
2024349,690 
2025334,494 
2026328,745 
2027294,710 
2028$37,294 
Total$1,603,425 

NOTE 6.     ACCRUED EXPENSES
Accrued expenses consist of the following:
March 31, 2023December 31, 2022
Accrued payroll liabilities$1,755,905 $1,967,677 
Accrued taxes64,395 39,405 
Current portion of finance obligation69,806 42,858 
Accrued other118,054 80,762 
Total accrued expenses$2,008,160 $2,130,702 

NOTE 7.    COMMITMENTS AND CONTINGENCIESNOTES PAYABLE
Lease CommitmentsFinance Obligation
The Company does not have any operating or finance leases greater than 12 monthspays for its laptop computer equipment through long-term payment plans, using an imputed interest rate of 12.9%, based on its incremental borrowing rate, to determine the present value of its financial obligation and to record interest expense over the term of the plan. The Company refreshed a portion of its computer inventory during the fourth quarter of 2022 and in durationthe first quarter of 2023, entering into two new three-year payment plans with the same vendor. The total balance owed was $177,765 and $105,031 as of September 30, 2022. The Company did not have any leasehold rent or operating leaseMarch 31, 2023, and December 31, 2022, respectively, with the short-term portion of $69,806 and $42,858 recorded under accrued expenses duringin the threeconsolidated balance sheets as of March 31, 2023, and nine months ended September 30,December 31, 2022, and 2021.respectively.
Retirement PlansSummary
The Company offers a 401(k) plan to all of its eligible employees. The Company matches participant contributions in an amount equal to 50% of each participant’s contribution up to 8% of the participant’s salary. The participants become vested in 20% annual increments after two years of service. TotalInterest expense for employer matching contributions during the three and nine months ended September 30, 2022 and 2021 wason financing arrangements recorded in the Company’s unaudited consolidated statements of operations as follows:
Three Months EndedNine Months Ended
September 30,
2022
September 30,
2021
September 30,
2022
September 30,
2021
Cost of revenue$24,910 $15,975 $69,877 $37,444 
Sales and marketing31,186 23,009 104,667 73,610 
General and administrative21,874 6,800 95,491 56,258 
Total contribution expense$77,970 $45,784 $270,035 $167,312 
Litigation
From time to time,was $1,564 and $965 during the Company may become involved in various other lawsuitsthree months ended March 31, 2023, and legal proceedings that arise2022, respectively. As of March 31, 2023, the future contractual maturities of the Company’s long-term payment obligations by year is set forth 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 the outcome, 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.following schedule:

2023$54,960 
202459,386 
202556,683 
20266,736 
Total$177,765 

NOTE 8.    COMMITMENTS AND CONTINGENCIES
Lease Commitments
The Company has no operating or finance leases greater than 12 months in duration, or any leasehold rent or operating lease expenses as of March 31, 2023.


16

IZEA Worldwide, Inc.
Notes to the Consolidated Financial Statements

Retirement Plans
The Company offers a 401(k) plan to all of its eligible employees. The Company matches participant contributions in an amount equal to 50% of each participant’s contribution up to 8% of the participant’s salary. The participants become vested in 20% annual increments after two years of service, or fully vest upon the age of 60. Total expense for employer matching contributions during the three months ended March 31, 2023, and 2022 was recorded in the Company’s consolidated statements of operations as follows:

Three Months Ended
March 31, 2023March 31, 2022
Cost of revenue$24,633 $29,073 
Sales and marketing15,617 43,732 
General and administrative35,952 44,762 
Total contribution expense$76,202 $117,567 
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 any such litigation that 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 the outcome, 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.

NOTE 9.    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
The Company entered into an ATM Sales Agreement in June 2020, which was amended in July 2020 (the “2020 Sales Agreement”), with National Securities Corporation, as sales agent (“National Securities”), pursuant to which the Company
16

IZEA Worldwide, Inc.
Notes to the Consolidated Financial Statements

could offer and sell, from time to time, through National Securities, up to $40 million in the aggregate shares of its common stock, by any method deemed to be an “at the market offering” under Rule 415 of the Securities Act (the “ATM Offering”). The 2020 Sales Agreement was fulfilled in April 2021 and terminated thereafter.
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 could offer and sell, from time to time, through National Securities up to $35 million shares of its common stock, by any method determined to be an “at the market offering” under Rule 415 of the Securities Act. The January 2021 Sales Agreement was fulfilled in April 2021 and terminated thereafter.
During the three months ended June 30, 2021, the Company sold a total of 2,484,393 shares at an average price of $4.91 per share for total gross proceeds of $12,186,676 pursuant to the 2020 Sales Agreement and the January 2021 Sales Agreement with National Securities. During the six months ended June 30, 2021, the Company sold a total of 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 the January 2021 Sales Agreement.
On June 21, 2021, the Company entered into a third ATM Sales Agreement (the “June 2021 Sales Agreement”) with National Securities, as sales agent, pursuant to which the Company can offer and sell, from time to time, through National Securities, up to $100 million shares of the Company’s common stock by any method deemed to be an “at the market offering” under Rule 415 of the Securities Act.
On September 6, 2022, the Company terminated the June 2021 Sales Agreement. The Company did not sell any common stock under this ATM.
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 “2011 Equity Incentive Plan”). The Company’s stockholders approved an amendment and restatement of the 2011 Equity Incentive Plan at the Company’s 2020 Annual Meeting of Stockholders held on December 18, 2020, to allow the Company to award restricted stock, restricted stock units, and stock options covering up to 7,500,000 shares of common stock as incentive compensation for its employees and consultants. As of September 30, 2022,March 31, 2023, the Company had 2,916,4412,128,141 remaining shares of common stock available for issuance pursuant to future grants under the 2011 Equity Incentive 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. The August 2011 Plan expired in 2021 and no new grants may be made thereunder.
Restricted Stock
Under the 2011 Plan, the Board determines the terms and conditions of each restricted stock issuance, including any future vesting restrictions.
In 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 vested in equal monthly installments from January through December 2021. A new board member started on February 9, 2021 and the annual stock compensation was pro-rated.
In 2022, the Company issued each of its five independent directors a total of 105,930 shares of restricted common stock initially valued at $125,000 for their annual service as directors of the Company. The stock vestsvested in equal monthly installments from January through December 2022.
The Company issued its five independent directors a total of 115,225 shares of restricted common stock valued at $75,000 for their quarterly service as directors of the Company, which vested on the March 31, 2023 grant date.
17

IZEA Worldwide, Inc.
Notes to the Consolidated Financial Statements

The following table contains summarized information about restricted stock issued during the yearyears ended December 31, 20212022 and the nine months ended September 30, 2022:March 31, 2023:
Restricted StockRestricted StockCommon SharesWeighted Average
Grant Date
Fair Value
Weighted Average
Remaining Years
to Vest
Restricted StockCommon SharesWeighted Average
Grant Date
Fair Value
Weighted Average
Remaining Years
to Vest
Nonvested at December 31, 202013,666 $2.28 1.4
Granted30,324 4.86 
Vested(40,437)4.25 
Forfeited— — 
Nonvested at December 31, 2021Nonvested at December 31, 20213,553 $1.83 0.7Nonvested at December 31, 20213,553 $1.83 0.7
GrantedGranted105,930 1.18 Granted105,930 1.18 
VestedVested(82,421)1.21 Vested(109,197)1.20 
Forfeited— — 
Nonvested at September 30, 202227,062 $1.18 0.3
Nonvested at December 31, 2022Nonvested at December 31, 2022286 $1.34 0.3
GrantedGranted115,225 0.65 
VestedVested(115,511)0.65 
Nonvested at March 31, 2023Nonvested at March 31, 2023— $— 0
Although restricted stock is issued upon the grant of an award, the Company excludes restricted stock from the computations within the financial statements of total shares outstanding and basic earnings per share until such time as the restricted stock vests.
Expense recognized on restricted stock issued to directors for services was $32,068$75,000 and $37,544 for$31,223 during the three months ended September 30,March 31, 2023, and 2022, and 2021, respectively, and $94,550 and $72,240 for the nine months ended September 30, 2022 and 2021, respectively. Expense recognized on restricted stock issued to employees was $5,735$376 and $19,371$3,829 during the ninethree months ended September 30,March 31, 2023, and 2022, and 2021, respectively.
On September 30, 2022,March 31, 2023, the fair value of the Company’s common stock was approximately $0.71$0.65 per share and the intrinsic value on the non-vested restricted stock was $19,214.$0. Future compensation expense related to issued, but non-vested, restricted stock awards as of September 30, 2022,March 31, 2023, is $32,025. This value is estimated to be recognized over the weighted-average vesting period of approximately nine months.$0.
Restricted Stock Units
The Company’s Board determinesof Directors determine the terms and conditions of each restricted stock unit award issued under the May 2011 Equity Incentive Plan.
During the nine months ended September 30, 2022, theThe Company issued a total of 613,351284,249 restricted stock units initially valued at $651,727$202,886 to non-executive employees as additional incentive compensation. The restricted stock units vest overbetween 12 and 36 months from issuance. During the nine months ended September 30, 2022, theThe Company issued a total of 318,86046,041 restricted stock units initially valued at $355,404$25,000 to executive employees as additional incentive compensation.compensation during the three months ended March 31, 2023. The restricted stock units have varying vesting schedules ranging from one to four years, depending on the executive’s employment contract. A small subset of the restricted stock units have 100% cliff vesting one year from issuance.
The following table contains summarized information about restricted stock units during the year ended December 31, 20212022 and the ninethree months ended September 30, 2022:March 31, 2023:
Restricted Stock UnitsRestricted Stock UnitsCommon SharesWeighted Average
Grant Date
Fair Value
Weighted Average
Remaining Years
to Vest
Restricted Stock UnitsCommon SharesWeighted Average
Grant Date
Fair Value
Weighted Average
Remaining Years
to Vest
Nonvested at December 31, 2020970,349 $0.39 1.2
Granted229,638 2.93 
Vested(817,417)0.83 
Forfeited(7,126)1.77 
Nonvested at December 31, 2021Nonvested at December 31, 2021375,444 $0.96 1.8Nonvested at December 31, 2021375,444 $0.96 1.8
GrantedGranted932,211 1.08 Granted1,375,583 0.97 
VestedVested(165,741)0.78 Vested(252,751)0.88 
ForfeitedForfeited(132,897)1.29 Forfeited(181,123)1.22 
Nonvested at September 30, 20221,009,017 $1.06 2.6
Nonvested at December 31, 2022Nonvested at December 31, 20221,317,153 $0.95 2.5
GrantedGranted330,290 0.69 
VestedVested(116,686)0.94 
ForfeitedForfeited(92,259)0.89 
Nonvested at March 31, 2023Nonvested at March 31, 20231,438,498 $0.89 2.4

Expense recognized on restricted stock units issued to employees was $129,566 and $42,624 during the three months ended March 31, 2023, and 2022, respectively. On March 31, 2023, the fair value of the Company’s common stock was
18

IZEA Worldwide, Inc.
Notes to the Consolidated Financial Statements

Expense recognized on restricted stock units issued to employees was $227,937 and $427,287 during the nine months ended September 30, 2022, and 2021, respectively. Expense recognized on restricted stock units issued to employees was $103,863 and $147,044 during the three months ended September 30, 2022, and 2021, respectively. On September 30, 2022, the fair value of the Company’s common stock was approximately $0.71$0.65 per share and the intrinsic value on the non-vested restricted units was $591,402.$936,319. Future compensation related to the non-vested restricted stock units as of September 30, 2022,March 31, 2023, is $934,089$1,112,132 and it is estimated to be recognized over the weighted-average vesting period of approximately 2.62.4 years.
Stock Options 
Under the 2011 Equity Incentive Plan, the Board determines the exercise price to be paid for the stock option shares, the period within which each stock option may be exercised, and the terms and conditions of each stock option. The exercise price of incentive and non-qualified stock options may not be less than 100% of the fair market value per share of the Company’s common stock on the grant date. If an individual owns stock representing more than 10% of the outstanding shares, the exercise price of each share of an incentive stock option must be equal to or exceed 110% of fair market value. Unless otherwise determined by the Board at the time of grant, the exercise price is set at the fair market value of the Company’s common stock on the grant date (or the last trading day prior to the grant date, if it is awarded on a non-trading day). Additionally, the term is set at ten years and the option typically vests on a straight-line basis over the requisite service period as follows: 25% one year from the date of grant with the remaining vesting monthly in equal increments over the following three years. The Company issues new shares for any stock awards or options exercised under its 2011 Equity Incentive Plans.
On January 28, 2022, in connection with a shift in the Company’s employee compensation strategy toward restricted stock units, the Compensation Committee of the Board of Directors amended the employment agreement for each of Edward Murphy, Ryan Schram, and Peter Biere to provide for grants of restricted stock units instead of stock options. The Company intends to issue restricted stock units rather than stock options for equity compensation purposes going forward.
A summary of option activity under the 2011 Equity Incentive Plans during the periodsyears ended December 31, 2021,2022, and September 30, 2022,March 31, 2023, is presented below:
Options OutstandingOptions OutstandingCommon SharesWeighted Average
Exercise Price
Weighted Average
Remaining Life
(Years)
Options OutstandingCommon SharesWeighted Average
Exercise Price
Weighted Average
Remaining Life
(Years)
Outstanding at December 31, 20201,712,806 $2.56 6.9
Granted296,569 2.60 
Exercised(182,722)3.26 
Forfeited(30,990)0.32 
Outstanding at December 31, 2021Outstanding at December 31, 20211,795,663 $2.79 6.4Outstanding at December 31, 20211,795,663 $2.79 6.4
GrantedGranted125 1.15 Granted125 1.15 
ExercisedExercised(27,336)0.39 Exercised(71,086)0.25 
ExpiredExpired(37,463)5.36 
ForfeitedForfeited(49,322)4.70 Forfeited(22,075)3.29 
Outstanding at September 30, 20221,719,130 $2.77 6.0
Outstanding at December 31, 2022Outstanding at December 31, 20221,665,164 $2.83 5.3
GrantedGranted— — 
ExercisedExercised— — 
ExpiredExpired(21)0.32 
ForfeitedForfeited(53,845)4.94 
Outstanding at March 31, 2023Outstanding at March 31, 20231,611,298 $2.76 5.18
Exercisable at September 30, 20221,345,643 $3.10 5.1
Exercisable at March 31, 2023Exercisable at March 31, 20231,395,266 $2.89 4.8
During the ninethree months ended September 30,March 31, 2023, no options were exercised. During the three months ended March 31, 2022, 27,3365,000 options were exercised for gross proceeds of $10,528.$6,700. The intrinsic value of the exercised options was $28,335. During the nine months ended September 30, 2021, 161,270 options were exercised for gross proceeds of $54,105. The intrinsic value of the exercised options was $454,123.$0. The fair value of the Company's common stock on September 30, 2022,March 31, 2023, was approximately $0.71$0.65 per share, and the intrinsic value on outstanding options as of September 30, 2022,March 31, 2023, was $132,748.$91,896. The intrinsic value of the exercisable options as of September 30, 2022,March 31, 2023, was $94,418.$84,438.
There were outstanding options to purchase 1,719,1301,611,298 shares with a weighted average exercise price of $2.77$2.76 per share, of which options to purchase 1,345,6431,395,266 shares were exercisable with a weighted average exercise price of $3.10$2.89 per share as of September 30, 2022.March 31, 2023.
Expense recognized on stock options issued to employees during the ninethree months ended September 30,March 31, 2023, and 2022 was $64,344 and 2021 was $200,721 and $182,137,$68,657, respectively. Future compensation related to non-vested awards as of September 30, 2022,March 31, 2023, is $589,655,$328,869, and it is estimated to be recognized over the weighted-average vesting period of approximately 1.921.7 years.
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IZEA Worldwide, Inc.
Notes to the Consolidated Financial Statements

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 ninethree months ended September 30, 2022,March 31, 2023, and 2021:2022:
Period EndedTotal Options GrantedWeighted Average Exercise PriceWeighted Average Expected TermWeighted Average VolatilityWeighted Average Risk-Free Interest RateExpected DividendsWeighted Average
Grant Date
Fair Value
Weighted average expected forfeiture rate
September 30, 202144,155 $2.61 6.0 years120.14%0.94%— $2.24 12.25%
September 30, 2022125 $1.15 6.0 years120.48%1.70%— $1.00 37.00%
19

IZEA Worldwide, Inc.
Notes to the Consolidated Financial Statements

Period EndedTotal Options GrantedWeighted Average Exercise PriceWeighted Average Expected TermWeighted Average VolatilityWeighted Average Risk-Free Interest RateExpected DividendsWeighted Average
Grant Date
Fair Value
Weighted Average Expected Forfeiture Rate
March 31, 2022125 $1.15 6.0 years120.48%1.70%— $1.00 37.00%
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-month periods commencing at the beginning of each fiscal year half. Each eligible employee who elects to participate may purchase up to 10% of their annual compensation in common stock not to exceed $21,250 annually or 2,000 shares per offering period. The purchase price will be the lower of (i) 85% of the fair market value of a share of common stock on the first day of the offering period or (ii) 85% of the fair market value of a share of common stock on the last day of the offering period. The ESPP will continue until January 1, 2024, unless otherwise terminated by the Board.Board of Directors.
StockThe stock compensation expense on ESPP issuancesOptions was $6,866$1,238 and $4,424$2,082 for the ninetwelve months ended September 30,March 31, 2023, and 2022, and 2021, respectively. As of September 30, 2022, the Company had 376,760March 31, 2023, there was 363,072 remaining shares of common stock available for future issuances under the ESPP.
Summary of Stock-Based Compensation
The 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 as 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,March 31, 2023, and 2022 and 2021 was recorded in the Company’s unaudited consolidated statements of operations as follows:
Three Months EndedNine Months EndedThree Months Ended
September 30,
2022
September 30,
2021
September 30,
2022
September 30,
2021
March 31, 2023March 31, 2022
Cost of revenueCost of revenue$9,650 $1,898 $27,299 $5,315 Cost of revenue$17,170 $7,105 
Sales and marketingSales and marketing15,011 5,342 39,723 16,090 Sales and marketing17,848 9,859 
General and administrativeGeneral and administrative129,454 221,799 360,991 611,814 General and administrative160,506 100,228 
Total stock-based compensationTotal stock-based compensation$154,115 $229,039 $428,013 $633,219 Total stock-based compensation$195,524 $117,192 

NOTE 9.    LOSS PER COMMON SHARE

Basic earnings (loss) per common share is computed by dividing the net income or loss by the basic weighted-average number of shares of common stock outstanding during each period presented. Although restricted stock is issued upon the grant of an award, the Company excludes restricted stock from the computations of the weighted-average number of shares of common stock outstanding until the stock vests. Diluted loss per common share is computed by dividing the net 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.
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IZEA Worldwide, Inc.
Notes to the Consolidated Financial Statements

Three Months EndedNine Months Ended
September 30,
2022
September 30,
2021
September 30,
2022
September 30,
2021
Net loss$(906,232)$(1,400,792)$(3,552,365)$(3,452,134)
Weighted average shares outstanding - basic and diluted62,273,425 61,883,017 62,162,508 59,875,142 
Basic and diluted net loss per common share$(0.01)$(0.02)$(0.06)$(0.06)

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 EndedNine Months Ended
September 30,
2022
September 30,
2021
September 30,
2022
September 30,
2021
Stock options1,720,003 1,726,580 1,745,442 1,732,763 
Restricted stock units899,844 467,214 661,096 549,385 
Restricted stock44,912 20,351 60,504 26,798 
Total excluded shares2,664,759 2,214,145 2,467,042 2,308,946 

NOTE 10.    REVENUE

The Company has consistently applied its accounting policies with respect to revenue to all periods presented in the consolidated financial statements contained herein. The following table illustrates the Company’s revenue by product service type:
Three Months EndedNine Months Ended
September 30,
2022
September 30,
2021
September 30,
2022
September 30,
2021
Managed Services Revenue$10,476,278 $7,281,984 $31,025,350 $18,309,295 
Marketplace Spend Fees16,019 87,556 122,243 256,308 
License Fees320,349 354,850 1,030,718 1,082,734 
Other Fees13,689 9,984 115,371 30,654 
SaaS Services Revenue350,057 452,390 1,268,332 1,369,696 
Total Revenue$10,826,335 $7,734,374 $32,293,682 $19,678,991 

The following table provides the Company’s revenues as determined by the country of domicile:
Three Months EndedNine Months Ended
September 30,
2022
September 30,
2021
September 30,
2022
September 30,
2021
United States$10,660,311 $7,521,059 $31,914,735 $19,098,638 
Canada166,024 213,315 378,947 580,353 
Total$10,826,335 $7,734,374 $32,293,682 $19,678,991 
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:
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IZEA Worldwide, Inc.
Notes to the Consolidated Financial Statements

September 30,
2022
December 31, 2021
Accounts receivable, net$8,643,509 $7,599,103 
Contract liabilities (unearned revenue)$9,236,220 $11,338,095 
Contract liabilities represent amounts billed on customer contracts that have yet to be fully delivered. Typically, contract periods are up to twelve months in length. The Company expects that the balance of unearned revenues in contract liabilities will be recognized within the following twelve-month period.
Contract receivables are recognized when the receipt of consideration is unconditional. Contract liabilities relate to the consideration received from customers in advance of the Company satisfying performance obligations under the terms of the contracts, which will be earned in future periods. Contract liabilities increase as a result of receiving new advance payments from customers and decrease as revenue is recognized upon the Company meeting the performance obligations. As a practical expedient, the Company expenses the costs of sales commissions that are paid to its sales force associated with obtaining contracts less than one year in length in the period incurred.
Remaining Performance Obligations
The Company typically enters into contracts that are one year or less in length. As such, the remaining performance obligations at September 30, 2022 and December 31, 2021, are equal to the contract liabilities disclosed above. The Company expects to recognize the full balance of the unearned revenue on September 30, 2022 within the next year.

NOTE 11.    FINANCIAL INSTRUMENTS10.    LOSS PER COMMON SHARE

Cash, Cash Equivalents, and Marketable Securities (Available for Sale)

Per a revised investment strategy policy,Basic earnings (loss) per common share is computed by dividing the net income or loss by the basic weighted-average number of shares of common stock outstanding during each period presented. Although restricted stock is issued upon the grant of an award, the Company engaged a third party registered investment advisor and appointed a leading national bank for custody services with respect to investment securities, making an initial deposit of $60 million on April 18, 2022. Investments comply withexcludes unvested restricted stock from the Company’s revised investment strategy policy, designed to preserve capital, minimize investment risks, and maximize returns.

The following table shows the Company’s cash, cash equivalents, and marketable securities by significant investment category as of September 30, 2022:

Adjusted CostUnrealized GainsUnrealized LossesFair ValueCash and Cash EquivalentsCurrent Marketable SecuritiesNon-Current Marketable Securities
Cash$6,130,267 $— $— $6,130,267 $6,130,267 $— $— 
Level 1 (1)
Commercial paper6,721,079 428 (109)6,720,760 6,720,760 — — 
Money market funds7,175,450 — — 7,175,450 7,175,450 — — 
US Treasury securities11,604,675 — (194,712)11,799,387 — 4,921,412 6,877,975 
Subtotal25,501,204 428 (194,821)25,695,597 13,896,210 4,921,412 6,877,975 
Level 2 (2)
Asset backed securities13,532,192 1,165 (160,020)13,691,047 — 11,326,790 2,364,257 
Corporate debt securities20,983,851 — (511,347)21,495,198 — 5,631,103 15,864,095 
Subtotal34,516,043 1,165 (671,367)35,186,245 — 16,957,893 18,228,352 
Total$66,147,514 $1,593 $(866,188)$67,012,109 $20,026,477 $21,879,305 $25,106,327 

(1) Level 1 fair value estimates are based on quoted prices in active markets for identical assets or liabilities.
(2) Level 2 fair value estimates are based on observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full termcomputations of the assetsweighted-average number of shares of common stock outstanding. Diluted loss per share is computed by dividing the net income or liabilities.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
March 31, 2023March 31, 2022
Net loss$(2,806,339)$(2,476,243)
Weighted average shares outstanding - basic and diluted62,447,538 62,065,768 
Basic and diluted loss per common share$(0.04)$(0.04)

The Company recordsexcluded the fair valuefollowing weighted average items from the above computation of cash equivalents and marketable securities on our balance sheet. The adjusted cost, which includes unrealized gains and losses, reflects settlement amounts if all investments are held to maturity. Thediluted loss per common share, as their effect would be anti-dilutive:
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IZEA Worldwide, Inc.
Notes to the Consolidated Financial Statements

Three Months Ended
March 31, 2023March 31, 2022
Stock options1,665,164 1,785,038 
Restricted stock units1,472,388 454,558 
Restricted stock— 64,736 
Total excluded shares3,137,552 2,304,332 

NOTE 11.    REVENUE

The Company recognized realized gains (nethas consistently applied its accounting policies with respect to revenue to all periods presented in the consolidated financial statements contained herein. The following table illustrates the Company’s revenue by product service type:
Three Months Ended
March 31, 2023March 31, 2022
Managed Services Revenue$8,502,754 $8,372,456 
Marketplace Spend Fees36,474 54,100 
License Fees190,382 374,441 
Other Fees8,112 89,339 
SaaS Services Revenue234,968 517,880 
Total Revenue$8,737,722 $8,890,336 

Managed Services revenue is comprised of losses)two types of $3,735revenue, Sponsored Social and $2,501Content. Sponsored Social revenue, which totaled $8.2 million for the three and nine months ended September 30, 2022. Realized gains and losses areMarch 31, 2023, is recognized over time. Content revenue, which totaled $0.3 million during the three months ended March 31, 2023, is recognized at a component of other income (expense), net. Unrealized gains and losses are a component of other comprehensive income (loss) (“OCI”).point in time.

The following table summarizesillustrates revenues as determined by the estimated fair valuecountry of investments in marketable debt securities by stated contractual maturity dates:domicile:

Three Months Ended
March 31, 2023March 31, 2022
United States$8,136,133 $8,869,638 
Canada601,589 20,698 
Total$8,737,722 $8,890,336 
As of September 30, 2022
Due in 1 year or less$21,879,305 
Due in 1 year through 5 years25,106,327 
Total$46,985,632 

Contract Balances
The following table presents fair valuesprovides information about receivables, contract assets, and net unrealized gains (losses)contract liabilities from contracts with customers reported in the Company’s consolidated balance sheet:
March 31, 2023December 31, 2022
Accounts receivable, net$5,922,467 $5,664,727 
Contract liabilities (unearned revenue)9,854,780 11,247,746 
The Company does not typically engage in contracts that are longer than one year. Therefore, the Company will recognize substantially all of the contract liabilities recorded at the end of the year in the following year. As of December 31, 2022 was $11,247,746. Of that balance, $7.8 million was carried to OCI, aggregated by investment category:revenue during the first quarter of 2023. The majority of the carryover from the prior year is related to one large prepaid customer account and a few smaller accounts that needed to be extend the campaign completion dates. The Company expects to recognize the associated revenue in 2023. The accounts receivable balance as of December 31, 2022 was $5,664,727. $159,795 of the outstanding receivables balance from the prior
As of September 30, 2022
Fair ValueNet Unrealized Gain (Loss)
Cash and cash equivalents$20,026,477 $319 
Government bonds11,799,387 (194,712)
Corporate debt securities21,495,198 (511,347)
Asset backed securities13,691,047 (158,855)
Total$67,012,109 $(864,595)
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IZEA Worldwide, Inc.
Notes to the Consolidated Financial Statements

Duringyear is still outstanding as of March 31, 2023. The past due portion of the threecarryforward receivables balance is fully reserved as of March 31, 2023.
Accounts receivable are recognized when the receipt of consideration is unconditional. Contract liabilities relate to the consideration received from customers before the completion of performance obligations under the terms of the contracts, which will be earned in future periods. Contract liabilities increase due to receiving new advance payments from customers and nine months ended September 30, 2022,decrease as revenue is recognized upon the Company did not recognize significant credit losses and had no ending allowances balance for credit losses.completing the performance obligations. As a practical expedient, the Company expenses the costs of sales commissions that are paid to its sales force associated with obtaining contracts less than one year in length in the period incurred.

NOTE 12.     SUBSEQUENT EVENTS
The Company has completed an evaluation of all subsequent events through November 14, 2022 to
To ensure that the consolidated financial statements include appropriateall necessary disclosures, the Company evaluated all subsequent events up to May 15, 2023. The Company determined that no subsequent events occurred that require disclosure, ofboth for events boththat have been recognized in the consolidated financial statements and events which occurred but were not recognized in the consolidated financial statements. The Company has concluded there no subsequent event has occurredfor those that requires disclosure.have not.

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Note Regarding Forward-Looking Information
This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. TheAll statements which are notother than statements of historical factsfact contained in this report, including those contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations and the notes to our consolidated financial statements, particularly those that utilize terminology such as “may,” “will,” “would,” “can,” “could,” “continue,” “design,” “should,” “expects,” “aims,” “anticipates,” “estimates,” “believes,” “thinks,” “intends,” “likely,” “projects,” “plans,” “pursue,” “strategy” or “future,” “forecasts,” “goal,” or the negative of these words or other words or expressions of similar meaning, are forward-looking statements. Such statements are based on currently available operating, financial and competitive information, and are subject to inherent risks, uncertainties, and changes in circumstances that are difficult to predict and many of which are outside of our control. Future events and our actual results and financial condition may differ materially from those reflected in these forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause these differences include, but are not limited to, the following:
risks related to the restatement of the Company’s previously issued interim financial statements for the quarterly periods ended March 31, 2020, June 30, 2020, and September 30, 2020 (the “Restatement”) included inadverse economic or market conditions may harm our Annual Report for the year ended December 31, 2021, including, without limitation, potential inquiries from the SEC and/or the Nasdaq Capital Market, the potential adverse effect on the price of our common stock, and possible claims by our stockholders or otherwise;
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Table of Contents
the impact of the COVID-19 pandemic on our operations, financial condition, and the worldwide economy;business;
the impact of the Ukraine crisis and ramifications of sanctions against Russia;
customer cancellations;
any erroneous or inaccurate estimates or judgments relating to our critical accounting policies;
our ability to raise the additional funding needed to fund our business operation in the future;
our ability to satisfy the requirements for continued listing of our common stock on the Nasdaq Capital Market;
our ability to remediate the material weakness in our internal control over financial reporting and establish effective disclosure controls and procedures;
our ability to protect our intellectual property and other proprietary rights;
our ability to maintain and grow our business;
results of any future litigation and costs incurred in connection with any such litigation;
competition in the industry;
variability of operating results;
our ability to maintain and enhance our brand;
accuracy of tracking the number of user accounts;
any security breaches or other disruptions compromising our proprietary information and exposing us to liability;
our development and introduction of new products and services;
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Table of Contents
our reliance on, and compliance with, open-source software;
the successful integration of acquired companies, technologies, and assets into our portfolio of software and services;
marketing and other business development initiatives;
general government regulation;
economic conditions, including as a result of health and safety concerns;
dependence on key personnel;
the ability to attract, hire, and retain personnel who possess the technical skills and experience necessary to meet the service requirements of our customers;
the potential liability concerning actions taken by our existing and past employees;
any losses or issues we may encounter as a consequence of accepting or holding digital assets;
risks associated with doing business internationally; and
the other risks and uncertainties described in the Risk Factors section of our Annual Report for the year ended December 31, 2021,2022, as amended, and filed with the SEC on March 31, 2022.April 19, 2023.
All forward-looking statements in this document are based on current expectations, intentions, and beliefs using information available to us as of the date of this Quarterly Report; we assume no obligation to update any forward-looking statements, except as required by law. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause the actual results to differ materially from any future results, performance, or achievements expressed or implied by such forward-looking statements.
Company Overview
IZEA Worldwide, Inc. (“IZEA”, “Company,” “we”, “us” or “our”) creates and operates online marketplaces that connect marketers, including brands, agencies, and publishers, with content creators such as Instagram influencers, TikTok influencers, YouTube stars, designers, photographers, and writers (“creators”). Marketers also engage us to gain access to our industry expertise, data,Our technology brings the marketers and analytics. Our primary technology platform, the IZEA Exchange (“IZEAx”), is designed to provide a unified ecosystem that enables the creation and publication of multiple types of contentcreators together, enabling their transactions to be completed at scale.scale by managing custom content workflow, creator search and targeting, bidding, analytics, and payment processing.
24

TableWe help power the growing Creator Economy, allowing everyone from college students and stay-at-home individuals to celebrities and accredited journalists the opportunity to monetize their content, creativity, and influence through our marketers. IZEA compensates these 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 Contents
marketers through their websites, blogs, and social media channels.
We provide value through managing custom content workflow, creator search and targeting, bidding, analytics, and payment processing. While the majority of the marketers engage us to perform these services (the “Managed Services”) on their behalf, they may also use our marketplaces to engage creators for influencer marketing campaigns or to produce custom content on a self-service basis by licensing our technology.
Influencer Marketing.Our newest technology platform, We work withIZEA Flex (“Flex”), introduces end-to-end tracking of social commerce, allowing marketers to enableeasily measure the impact of individual influencers on e-commerce revenue at scale, and integrates key functions of The Creator Marketplace (“Marketplace”) on IZEA.com. Modules in Flex include Discover, which allows marketers to search through content from millions of influencer social profiles while filtering across channels, demographics, and interests; ContentMine, a content management tool that collects and measures influencer content, provides real-time insights and A.I. content analysis from BrandGraph; ShareMonitor, a multi-platform social monitoring tool that allows marketers to monitor hashtags, keywords and brand mentions across leading social platforms; Integrations provides deep integrations such as with Google Analytics and Shopify, providing marketers the capability to track influencer campaign metrics such as time on site, engagement and revenue; and Tracking Links provides real-time tracking metrics for influencer marketing and can track customer conversions, spend, and purchases when used with other Flex modules.
In 2022, we also launched Marketplace on IZEA.com, which provides powerful tools for creators to showcase their social handles and the brands and topics they post about, and marketers to easily search and filter creator listings that meet the requirements of their influencer marketing campaigns, at scale. A subset of influencer marketing known as “Sponsored Social” is whenincluding creator-specific predictive audience demographics. Marketplace features include Casting Calls which gives marketers and creators a company compensatestwo-way marketplace to connect and collaborate; marketers use Casting Calls to solicit creators for everything from influencing campaigns to share sponsored content with the creators’ social network followings. This sponsored content is within the body of the content stream. We believe that we pioneered the concept of a marketplace for sponsorships on the social web in 2006 with the launch of our first platform, PayPerPost. We have focused on scaling our product and service offerings ever since, including by acquiring TapInfluence in July 2018 and launching Shake and BrandGraph in 2020.
Custom Content.We also work with marketers to augment or replace their content development efforts. Our network offull-time employment; creators produces editorial and marketing content that can be published both online and offline. Our network of creators includes professional journalists, subject matter experts, bloggers, and everyday content creators, allowing our customers to produce content ranging from complex white papers to simple product descriptions. Many of our content customers use this service to create a steady stream of posts for their corporate blogs. We first began offering custom content services in 2015 after acquiring Ebyline, a leading marketplace in the editorial content space, and continued to expand this offering with our acquisition of ZenContent in July 2016, a company that predominantly focused on e-commerce-related asset creation.
Our Platforms
IZEAx. The platform is designed to provide a unified ecosystem that enables the creation and publication of multiple types of custom content through our creators’ websites, blogs, and social media channels, including, among others, Twitter, Facebook, YouTube, Twitch, and Instagram. We extensively use this platform to manage influencer marketing campaigns on behalf of our marketers. This platform is also availablerespond directly to our marketers as a self-service toolCasting Calls with video and a licensed white label product. text responses.
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BrandGraph was engineered from the ground up to replace all of our previous platforms with an integrated offering that is improved and more efficient.
BrandGraph. In March 2020, we launched BrandGraph, a social media intelligence platform. BrandGraph is heavily integrated with IZEAx, and both platforms rely heavily on data from each other, but it is also available as a stand-alone platform. BrandGraph offersplatform offering marketers an analysis of share-of-voice, engagement benchmarking, category spending estimates, influencer identification, and sentiment analysis.TheBrandGraph 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. It aggregates and analyzes content data to provide insights for marketers across their competitive landscapes that are particularly useful to influencer marketing professionals, including our managed services team.
Shake. In November 2020, we launched Shake, 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 creators seeking freelance “gig” work. Creator’s list available “Shakes” on their accounts on the platform. Marketers select and purchase creative packages from them through a streamlined chat experience, assisted by ShakeBot - a proprietary, artificial intelligence assistant.
This year, we announced the launch of The Creator Marketplace® which expands upon the foundation of the Shake platform and ultimately replaces it and IZEAx as the primary platform for marketers and creators to find each other and conduct business. Later this year we expect to launch IZEA Flex a workflow tool to complement The Creator Marketplace.
Impact of COVID-19 on our Business
     The COVID-19 pandemic impacted our operations, sales, and finances beginning in 2020. To protect the health and safety of our employees, we took precautionary action and directed all staff to work from home effective March 16, 2020. We allowed the leases for our company headquarters and temporary office spaces to expire at the end of their terms throughout 2020. We have not experienced any major declines in operating efficiency in our remote working environment and have decided to continue our work-from-home policy indefinitely as a virtual-first employer.
We will continue to actively monitor the COVID-19 situation and may take further actions altering the business operations that we determine are in the best interests of our employees, customers, partners, suppliers, and stakeholders, or as required by federal, state, or local authorities. It is not clear what the potential effects any such alterations or modifications may have on our business, including the effects on our customers, employees, and prospects, or on our future financial results.
Key Components of Results of Operations
Overall consolidated results of operations are evaluated based on Revenue, Cost of Revenue, Sales and Marketing expenses, General and Administrative expenses, Depreciation and Amortization, and Other Income (Expense), net.
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Revenue
We generate revenue from four primary sources: (1) revenue from our managed services when a marketer (typically a brand, agency, or partner) pays us 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 our IZEAx and Shake platforms (“Marketplace Spend Fees”); (3) revenue from license and subscription fees charged to access the IZEAx and BrandGraphour 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 our platforms (“Other Fees”).
As discussed in more detail within “Critical Accounting Policies and Use of Estimates” under “Note 1. Company and Summary of Significant Accounting Policies,” under Part I, Item 1 herein, revenue from Marketplace Spend Fees are reported on a net basis, and revenue from all other sources, including Managed Services, License Fees, and Other Fees are reported on a gross basis. We further categorize these sources into two primary groups: (1) Managed Services and (2) SaaS Services, which includes revenue from Marketplace Spend Fees, License Fees, and Other Fees.
Cost of Revenue
Our cost of revenue consists of direct costs paid to our third-party creators who provide the custom content, influencer marketing, or amplification services for our Managed Service customers, where we report revenue on a gross basis. It also includes internal costs related tofor our campaign fulfillment and SaaS support departments. These costs include salaries, bonuses, commissions, stock-based compensation, employee benefit costs, and miscellaneous departmental costs related to the personnel responsible for providing support tosupporting our customers and ultimately fulfilling our obligations under our contracts with customers. Where appropriate, we capitalize costs incurred with software developed or acquired for our revenue-supporting platforms and amortize these costs over the estimated useful lives of those platforms. This amortization is separately stated under depreciation and amortization in our consolidated statements of operations and comprehensive loss.
Sales and Marketing
Our sales and marketing expenses consist primarily of salaries, bonuses, commissions, stock-based compensation, employee benefit costs, travel and miscellaneous departmental costs for our marketing, sales, and sales support personnel, as well as marketing expenses such as brand marketing, public relations events, trade shows, and marketing materials, and travel expenses.
General and Administrative
Our general and administrative (“G&A”) expense consists primarily of salaries, bonuses, commissions, stock-based compensation, employee benefit costs, and miscellaneous departmental costs related to our executive, finance, legal, human resources, and other administrative personnel. It also includes travel, public company, investor relations expenses, accounting, legal professional services fees, leasehold facilities, and other corporate-related expenses. G&A expense also includes our technology and development costs consisting primarily of our payroll costs for our internal engineers and contractors responsible for developing, maintaining, and improving our technology, as well as hosting and software subscription costs. These costs are expensed as incurred, except to the extent that they are associated with internal-use software that qualifies for capitalization, which is then recorded as software development costs in the consolidated balance sheet. We also capitalize costs that are related to our acquired intangible assets. Depreciation and amortization related to these costs are separately stated under depreciation and amortization in our consolidated statements of operations and comprehensive loss. G&A expense also includes current period gains and losses on our acquisition costs payable and gains and losses from the sale of fixed assets. Impairments on fixed assets, intangible assets, and goodwill are included as part of general and administrative expense when they are not material and broken out separately in our consolidated statements of operations and comprehensive loss when they are material.
Depreciation and Amortization
Depreciation and amortization expense consists primarily of amortization of our internal-use software and acquired intangible assets from our business acquisitions. To a lesser extent, we also have depreciation and amortization on equipment and leasehold improvements used by our personnel. Costs are amortized or depreciated over the estimated useful lives of the associated assets.
Other Income (Expense)
Interest Expense. Interest expense is prior years has primarily been related to the imputed interest on our secured credit facility, accrued interestpayment plans for the PPP loan, and interest on the financingpurchase of computers. The Company is only recognizing interest expense on the financing of computers in the current year.computer equipment.
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Other Income. Other income consists primarily of interest income for interest earned on investments, or changes in the value of our foreign assets and liabilities and foreign currency exchange gains and losses on foreign currency transactions, primarily related to the Canadian Dollar.
Other Comprehensive Income
Unrealized (gain) loss on securities held. Unrealized gains and losses on investment securities represent the difference between fair value at the balance sheet date and adjusted cost, which would be the cash settlement value of investment securities if held to maturity.

Results of Operations for the Three Months Ended September 30,March 31, 2023 and 2022 and 2021

The following table sets forth a summary of our consolidated statements of operations and the change between the periods:
(Unaudited)
Three Months Ended September 30,Three Months Ended March 31,
20222021$ Change% Change20232022$ Change% Change
RevenueRevenue$10,826,335 $7,734,374 $3,091,961 40.0 %Revenue$8,737,722 $8,890,336 $(152,614)(2)%
Costs and expenses:Costs and expenses:  Costs and expenses:  
Cost of revenueCost of revenue6,597,430 4,022,395 2,575,035 64.0 %Cost of revenue5,960,162 5,179,724 780,438 15 %
Sales and marketingSales and marketing2,502,128 2,240,936 261,192 11.7 %Sales and marketing2,404,551 2,520,343 (115,792)(5)%
General and administrativeGeneral and administrative2,928,679 2,670,785 257,894 9.7 %General and administrative3,403,608 3,502,435 (98,827)(3)%
Depreciation and amortizationDepreciation and amortization127,535 220,453 (92,918)(42.1)%Depreciation and amortization346,262 138,829 207,433 149 %
Total costs and expensesTotal costs and expenses12,155,772 9,154,569 3,001,203 32.8 %Total costs and expenses12,114,583 11,341,331 773,252 %
Loss from operationsLoss from operations(1,329,437)(1,420,195)90,758 (6.4)%Loss from operations(3,376,861)(2,450,995)(925,866)38 %
Other income (expense):Other income (expense):  Other income (expense):  
Interest expenseInterest expense(814)(1,558)744 (47.8)%Interest expense(1,564)(965)(599)62 %
Other income, net424,019 20,961 403,058 1,922.9 %
Other income (expense), netOther income (expense), net572,086 (24,283)596,369 (2,456)%
Total other income (expense), netTotal other income (expense), net423,205 19,403 403,802 2,081.1 %Total other income (expense), net570,522 (25,248)595,770 (2,360)%
Net LossNet Loss$(906,232)$(1,400,792)$494,560 (35.3)%Net Loss$(2,806,339)$(2,476,243)$(330,096)13 %

Revenue
The following table illustrates our revenue by type, the percentage of total revenue by type, and the change between the periods:
Three Months Ended September 30,
20222021$ Change% Change
Managed Services Revenue$10,476,278 96.8 %$7,281,984 94.2 %$3,194,294 43.9 %
Marketplace Spend Fees16,019 0.1 %87,556 1.1 %(71,537)(81.7)%
License Fees320,349 3.0 %354,850 4.6 %(34,501)(9.7)%
Other Fees13,689 0.1 %9,984 0.1 %3,705 37.1 %
SaaS Services Revenue350,057 3.2 %452,390 5.8 %(102,333)(22.6)%
Total Revenue$10,826,335 100.0 %$7,734,374 100.0 %$3,091,961 40.0 %

Historically, we have invested the majority of our time and resources in our Managed Services business, which provides the majority of our revenue. Our acquisitions of Ebyline in 2015 and ZenContent in 2016 allowed us to expand our product offerings to provide custom content in addition to and in combination with our influencer marketing campaigns to expand our Managed Services. Our July 2018 merger with TapInfluence expanded our SaaS Services to derive revenue from Marketplace Spend Fees and License Fees.    
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Managed Services revenue is generated when a marketer (typically a brand, agency, or partner) pays us to provide custom content, influencer marketing, amplification, or other campaign management services. Managed Services revenue during the three months ended September 30, 2022 increased by $3.2 million, or 44%, to $10.5 million compared to $7.3 million for the same period in 2021. Revenue from one large customer accounted for $3.1 million of the increase to Managed Services revenue in the period.
SaaS Services revenue is generated by the self-service use of our technology platforms by marketers to manage their own content workflow and influencer marketing campaigns. It consists of fees earned on the marketer’s spend within the IZEAx,TapInfluence and Ebyline platforms, along with the license and support fees to access the platform services.    
Marketplace Spend Fees decreased by $71,537 for the three months ended September 30, 2022 when compared with the same period in 2021, primarily as a result of lower spend levels from fewer marketers and lower average fees assessed on those spends as a result of competitive pricing efforts in IZEAx. Revenue from Marketplace Spend Fees represents our net margins received on this business.
License Fees revenue decreased during the three months ended September 30, 2022 to $320,349 compared to $354,850 in the same period of 2021. The fee decrease was primarily due to a reduction in BrandGraph and IZEAx Discovery service subscriptions.
Other Fees revenue increased by $3,705 during the three months ended September 30, 2022 compared to the same period in 2021 due to fees earned on an increased number of early creator cash outs.
Cost of Revenue
Cost of revenue for the three months ended September 30, 2022 totaled $6.6 million, or 61% of revenue, compared to $4.0 million, or 52% of revenue for the same period in 2021. The increase in the cost of revenue is primarily due to higher cost deliveries on one large customer contract, which made up approximately 30% of current quarter revenues. Aside from the one large customer contract, the cost of revenue was in range with recent historical averages.
Sales and Marketing
Sales and marketing expense for the three months ended September 30, 2022 increased by $261,192, or approximately 12%, compared to the same period in 2021. Higher Payroll costs due to additional headcount were offset by reduced selling commissions related to lower bookings compared to the prior year quarter and lower contractor and other spending during the current quarter.
General and Administrative
General and administrative expense for the three months ended September 30, 2022 increased by $257,894, or approximately 10%, compared to the same period in 2021. Contractor related expense decreased $120,000 primarily as a result of the capitalization of engineering wages for software development. Software & licenses costs increased $177,000 due to increased software hosting and subscription costs. Professional services increased $200,000 over the prior year primarily due to audit fees related changing our independent public accountant.
Depreciation and Amortization
Depreciation and amortization expense for the three months ended September 30, 2022 was $127,535, a decrease of $92,918, or approximately 42%, compared to the same period in 2021.
Depreciation and amortization expense on property and equipment was $25,672 and $33,072 for the three months ended September 30, 2022 and 2021, respectively. Depreciation expense has decreased slightly due to the disposal of aging equipment in the second quarter of 2022.
Amortization expense was $101,863 and $187,381 for the three months ended September 30, 2022 and 2021, respectively. Amortization expense related to intangible assets acquired in the Ebyline, ZenContent, and TapInfluence acquisitions was $72,222 for the three months ended June 30, 2021. There was no amortization expense related to intangible acquired assets for the three months ended September 30, 2022, as they were fully amortized during fiscal year 2021. Amortization expense related to internal use software development costs was $101,863 and $115,159 for the three months ended September 30, 2022 and 2021, respectively. Amortization on our intangible acquisition assets decreased in the three months ended September 30, 2022 due to completion of amortization on certain intangible assets acquired in prior years.
Other Income (Expense)
Interest expense decreased by $744 to $814 during the three months ended September 30, 2022 compared to the same period in 2021 due to the elimination of amounts owed on loan acquisition costs for the Bridge Bank Line of Credit and the PPP loan.
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Other income, net increased by $403,058 during the three months ended September 30, 2022, when compared to the same period in 2021. The increase is primarily driven by interest income earned on marketable securities, which investment commenced in April 2022 as described in Note 11 of Notes to the Consolidated Financial Statements.
Net Loss
Net loss for the three months ended September 30, 2022 was $906,232, a $494,560 decrease compared to the net loss of $1,400,792 for the same period in 2021. The change in net loss was a result of the items discussed above.
Results of Operations for the Nine Months Ended September 30, 2022 and 2021
The following table sets forth a summary of our consolidated statements of operations and the change between the periods:
Nine Months Ended September 30,
20222021$ Change% Change
Revenue$32,293,682 $19,678,991 $12,614,691 64.1 %
Costs and expenses:  
Cost of revenue18,989,076 9,688,870 9,300,206 96.0 %
Sales and marketing7,312,240 6,622,128 690,112 10.4 %
General and administrative9,810,102 7,865,510 1,944,592 24.7 %
Depreciation and amortization404,856 949,906 (545,050)(57.4)%
Total costs and expenses36,516,274 25,126,414 11,389,860 45.3 %
Loss from operations(4,222,592)(5,447,423)1,224,831 (22.5)%
Other income (expense):  
Interest expense(2,594)(24,090)21,496 (89.2)%
Other income (expense), net672,821 2,019,379 (1,346,558)(66.7)%
Total other income (expense), net670,227 1,995,289 (1,325,062)(66.4)%
Net Loss$(3,552,365)$(3,452,134)$(100,231)2.9 %

Revenue
The following table illustrates our revenue by type, the percentage of total revenue by type, and the change between the periods:
Nine Months Ended September 30,Three Months Ended March 31,
20222021$ Change% Change20232022$ Change% Change
Managed Services RevenueManaged Services Revenue$31,025,350 96.1 %$18,309,295 93.0 %$12,716,055 69.5 %Managed Services Revenue8,502,754 97 %8,372,456 94 %$130,298 %
Marketplace Spend FeesMarketplace Spend Fees122,243 0.4 %256,308 1.3 %(134,065)(52.3)%Marketplace Spend Fees36,474 — %54,100 %(17,626)(33)%
License FeesLicense Fees1,030,718 3.2 %1,082,734 5.5 %(52,016)(4.8)%License Fees190,382 %374,441 %(184,059)(49)%
Other FeesOther Fees115,371 0.4 %30,654 0.2 %84,717 276.4 %Other Fees8,112 — %89,339 %(81,227)(91)%
SaaS Services RevenueSaaS Services Revenue1,268,332 3.9 %1,369,696 7.0 %(101,364)(7.4)%SaaS Services Revenue234,968 %517,880 %(282,912)(55)%
Total RevenueTotal Revenue$32,293,682 100.0 %$19,678,991 100.0 %$12,614,691 64.1 %Total Revenue$8,737,722 100 %$8,890,336 100 %$(152,614)(2)%

Managed Services revenue is generated when a marketer (typically a brand, agency, or partner) pays us to provide custom content, influencer marketing, amplification, or other campaign management services. Managed Services revenue during the ninethree months ended September 30, 2022,March 31, 2023, increased 69%2% from the same period in 2021. Revenues2022. Approximately $3.5 million of the current period Managed Services revenue comes from one large customer (the ‘non-recurring customer’), which was 95% higher than the revenue received from such customer in the same period in 2022. In January 2023, we announced that we are parting ways with this customer as soon as our related contract dating to April 2021, comprised over one-third ofbacklog, which totaled $7.8 million on December 31, 2022, is completed during 2023.Managed Services revenue from our ongoing customer base (our ‘core customers’) totaled approximately $5.0 million in the increasecurrent period, or 24% lower than the same period in managed services revenue. The balance of the increase in managed services revenue year to date is2022, primarily due to growthsofter bookings from these core customers in orders from new and existing customers expanding their marketing efforts through sponsored social marketing as compared to the prior-year.recent quarters.
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SaaS Services revenue, which includes license and support fees to access the platform services, and fees earned on the marketers’ self-service use of our technology platforms to manage their content workflow and influencer marketing campaigns declined (7.4)%55% from the same period in 2021,2022, due to:
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Marketplace Spend Feesdecreased by $134,065$17,626 for the ninethree months ended September 30, 2022, whenMarch 31, 2023, compared withto the same period in 2021, primarily as a result of2022, due to lower spendoverall spending levels from our marketers and lower fees assessed on those spends asto a resultgradual winding down of competitive pricing efforts in IZEAx.IZEAx. Revenue from Marketplace Spend Fees represents our net margins received on this business.
License Fees revenue decreased 5% duringby $184,059 for the ninethree months ended September 30, 2022 to $1,030,718March 31, 2023, when compared to $1,082,734 in the same period of 2021.2022. The decrease was primarily driven by a reduction in subscriptionslicense fees is due to lower licensee counts and lower average revenue per licensee. The decline in both licensee counts and revenues is heavily related to the gradual sunsetting our legacy IZEAx and BrandGraph platforms before we transition to Flex, which is planned for BrandGraph, this reduction was partially offset by an increasecompletion in subscribers for IZEAx Discovery services, albeit at lower rates. Additionally, we implemented a competitive standardized pricing system for all IZEAx license fee customers.the second quarter of 2023.
Other Fees revenue increased $84,717consists of other fees, such as inactivity fees, early cash-out fees, and subscription plan fees charged to users of our platforms. Other Fees revenue decreased 91% for the ninethree months ended September 30, 2022,March 31, 2023 compared to the same period in 20212022, due primarily to a customer deposit forfeiture.forfeiture in the prior year quarter. Nonrefundable deposits are collected from certain customers due to defined minimum spend per the contract or prepayment required for any identified credit issues. Customers do not typically forfeit deposits held on accountaccount.
.
Cost of Revenue
Cost of revenue for the ninethree months ended September 30, 2022,March 31, 2023 increased by $9.3 million,$780,438, or approximately 96%15%, compared to the same period in 2021. The increase in the cost of revenue is2022 primarily due to higher-costcontract deliveries on one large customer contract, which made up approximately 33% of the year-to-date revenues. Aside from the one large customer contract, the costrelated to our non-recurring customer. Cost of revenue wasas a percentage of revenue increased from 58% in range with recent historical averages.2022 to 68% in 2023, due to higher cost contract deliveries related to our non-recurring customer in the current period.

Sales and Marketing
Sales and marketing expensesexpense for the ninethree months ended September 30, 2022, increasedMarch 31, 2023 decreased by $690,112,$115,792, or approximately 10%5%, compared to the same period in 2021. The increase over the prior year is primarily related2022, due to additional headcount and associatedreduced payroll costs.costs tied to performance.

General and Administrative
General and administrative expense for the ninethree months ended September 30, 2022, increasedMarch 31, 2023 decreased by $1.9 million,$98,827, or approximately 25%3%, compared to the same period in 2021.2022. The increase overdecrease in general and administrative expense for the prior yearthree months ended March 31, 2023 was primarily due to $460,000 in higher payroll and personnel related expenses as a result oflower overall compensation costs, partly offset by an increase in headcount. Contractor costs increased $152,000 for additional engineers to supplement our team working to expand our technology offerings. Professional services increased $370,000 due to new ERP system implementation and additional accounting and legal fees related to the Restatement and transition costs related to changing our independent public accountant. Travel increased $204,000 due to relaxing COVID-19 restrictions. Public company expenses increased $140,000 primarily due to usage of consultants to assist with stock management software implementation, penetration testing, proxy solicitation, and investment strategy. Software and licenses increased approximately $575,000 due to increased usage of AWS hosting, new software subscriptions, and additional licenses on existing software subscriptions.audit-related professional fees.
Depreciation and Amortization
Depreciation and amortization expense for the ninethree months ended September 30, 2022 was $404,856, a decrease of $545,050,March 31, 2023 increased by $207,433, or approximately 57%149%, compared to the same period in 2021.2022.

Depreciation and amortization expense on property and equipment was $91,200$18,786 and $98,759$32,933 for the ninethree months ended September 30,March 31, 2023 and 2022, and 2021, respectively. Depreciation expense decreased slightly due to the disposal of aging equipment in 2021.2022 offset partially by the purchase of new equipment in the fourth quarter of 2022 and first quarter of 2023.

Amortization expense was $313,656$327,476 and $851,147$105,896 for the ninethree months ended September 30,March 31, 2023 and 2022, and 2021, respectively. AmortizationThere was no amortization expense related to intangible assets acquired in the Ebyline, ZenContent, and TapInfluence acquisitions was zero and $505,556recognized for the ninethree months ended September 30,March 31, 2023 and 2022, and 2021, respectively, while amortizationrespectively. The intangible assets acquired in acquisitions were fully amortized as of July 31, 2021. Amortization expense related to internal-useinternal use software development costs was $313,656$327,476 and $345,591$105,896 for the ninethree months ended September 30,March 31, 2023 and 2022, and 2021, respectively. Amortization on our intangible acquisition assets is decreasing duerespectively, higher in the current period to the completion of amortization on certain intangible assets acquired in prior years while amortization on our internal softwarefully amortize capitalized costs is increasing due to continued development.associated with IZEAx.

Other Income (Expense)
Interest expense decreasedincreased by $21,496$599 to $2,594$1,564 during the ninethree months ended September 30, 2022March 31, 2023 compared to the same period in 20212022 due primarily to the elimination of amounts owed on loan acquisition costs payable and the reduction in
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our average borrowingsinterest incurred on our secured credit facility during the nine months ended September 30, 2022, compared to the same period in 2021.financed computers.

Other income, net decreased by $1.3 million duringtotaled $572,086 for the ninethree months ended September 30, 2022, when compared to the same period in 2021. The prior year period included income related to the forgiveness of debt, including principal and interest. The current year period includes $230,000 ofMarch 31, 2023, primarily from investment portfolio interest income, earnedwhich was funded in the second quarter of 2022. Other income, net totaled a loss of $24,283 for the three months ended March 31, 2022, primarily due to a write-down on marketable securities, which investment commenced in April 2022.digital assets offset by interest income.

Net Loss
Net loss for the ninethree months ended September 30, 2022,March 31, 2023 was $3.6 million,$2,806,339, a $0.10 million decrease in$330,096 increase compared to the net loss of $3.5 million$2,476,243 for the same period in 2021.2022. The decreaseincrease in net loss was a result of the changes discussed above.
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Key Metrics
We review the information provided by our key financial metrics, Managed Services Bookings and gross billings, to assess the progress of our business and make decisions on where to allocate our resources. As our business evolves, we may change the key financial metrics in future periods.
Managed Services Bookings
Managed Services Bookings is a measure of all sales orders received during a time period less any cancellations received, or refunds given during the same time period. Sales order contracts vary in complexity with each customer and range from custom content delivery to integrated marketing services; our contracts generally run from several months for smaller contracts up to twelve months for larger contracts. We recognize revenue from our Managed Services contracts on a percentage of completion basis as we deliver the content or services over time, which can vary greatly. Historically, bookings have converted to revenues over a 6-month period on average. However, since late 2020, we have been receiving increasingly larger and more complex sales orders which, in turn, has lengthened the average revenue period to approximately 9-months, with the largest contracts taking longer to complete. For this reason, Managed Services Bookings, while an overall indicator of the health of our business, may not be used to predict quarterly revenues, and could be subject to future adjustment. Managed Services Bookings is useful information as it reflects the valueamount of orders received in one period, even though revenue from those orders may be reflected over varying amounts of time. Management usesWe use the Managed Services Bookings metric to plan its operating staff,operational staffing, to identify key customer group trends to enlighten go-to-market activities, and to inform its product development efforts.
The following tables set forth our Managed Services Bookings for the three months ended March 31, 2023 and the change between the periods:
Three Months Ended September 30,
20222021$ Change% Change
Managed Services Bookings$8,217,765 $11,290,569 $(3,072,804)(27.2)%
Nine Months Ended
September 30,
20222021$ Change% Change
Managed Services Bookings$29,683,261 $28,838,629 $844,632 2.9 %
2022 was $6.1 million and $12.1 million, respectively.
Gross Billings by Revenue Type
Company management evaluatesWe evaluate our operations and makes strategic decisions based, in part, on our key metric of gross billings from our two primary types of revenue, Managed Services, and SaaS Services. We define gross billings as the total dollar value of the amounts charged to our customers for the services we perform, and the amounts billed to our SaaS customers for their self-service purchase of goods and services on our platforms. The amounts billed to our SaaS customers are on a cost-plus basis. Gross billings are therefore the amounts of our reported revenue plus the cost of payments we made to third-party creators providing the content or sponsorship services, which are netted against revenue for generally accepted accounting principles in the United StatesU.S. (“GAAP”) reporting purposes.
Managed Services gross billings include the total dollar value of the amounts billed to our customers for the services we perform. Gross billings for Managed Services are the same as Managed Services Revenue reported for those services in our consolidated statements of operations and comprehensive loss in accordance with GAAP.
SaaS Service gross billings include license and other fees together with the total amounts billed to our SaaS customers for their self-service purchase of goods and services on our platforms, termed ‘Marketplace Spend Fees.’ Our SaaS customers’
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marketplace spend is billed on a cost-plus basis. SaaS Services Revenue includes the total of License and Other Fees gross billings, plus the Marketplace Spend Fees gross billings (which includes our third-party creator costs on those billings that are netted against revenue for GAAP reporting purposes).
We consider gross billings to be an important indicator of our potential performance as it measures the total dollar volume of transactions generated through our marketplaces. Tracking gross billings allows us to monitor the percentage of gross billings that we retain after payments to our creators. Additionally, tracking gross billings is critical as it pertains to our credit risk and cash flows. We invoice our customers based on our services performed or based on their self-service transactions plus our fee. Then we remit the agreed-upon transaction price to the creators. If we do not collect the money from our customers prior to paying our creators, we could experience large swings in our cash flows. Additionally, we incur the credit risk to collect amounts owed from our customers for all services performed by us or by the creators. Finally, gross billings allow us to evaluate our transaction totals on an equal basis to see our contribution margins by revenue stream so that we can better understand where we should be allocating our resources.
The following tables set forth our gross billings by revenue type, the percentage of total gross billings by type, and the change between the periods:
Three Months Ended September 30,
20222021$ Change% Change
Managed Services Gross Billings$10,476,278 90.4%$7,281,984 83.5%$3,194,294 43.9%
Marketplace Spend Fees775,055 6.7%1,077,268 12.3%(302,213)(28.1)%
License Fees320,349 2.8%354,850 4.1%(34,501)(9.7)%
Other Fees13,689 0.1%9,984 0.1%3,705 37.1%
SaaS Services Gross Billings1,109,093 9.6%1,442,102 16.5%(333,009)(23.1)%
Total Gross Billings$11,585,371 100.0%$8,724,086 100.0%$2,861,285 32.8%
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Nine Months Ended September 30,Three Months Ended March 31,
20222021$ Change% Change20232022$ Change% Change
Managed Services Gross BillingsManaged Services Gross Billings$31,025,350 89.9%$18,309,295 81.2%$12,716,055 69.5%Managed Services Gross Billings$8,502,754 87%$8,372,456 87%$130,298 2%
Marketplace Spend FeesMarketplace Spend Fees2,355,534 6.8%3,137,124 13.9%(781,590)(24.9)%Marketplace Spend Fees1,023,685 11%747,244 8%276,441 37%
License FeesLicense Fees1,030,718 3.0%1,082,734 4.8%(52,016)(4.8)%License Fees190,382 2%374,441 4%(184,059)(49)%
Other FeesOther Fees115,371 0.3%30,654 0.1%84,717 276.4%Other Fees8,112 —%89,339 1%(81,227)(91)%
SaaS Services Gross BillingsSaaS Services Gross Billings3,501,623 10.1%4,250,512 18.8%(748,889)(17.6)%SaaS Services Gross Billings1,222,179 13%1,211,024 13%11,155 1%
Total Gross BillingsTotal Gross Billings$34,526,973 100.0%$22,559,807 100.0%$11,967,166 53.0%Total Gross Billings$9,724,933 100%$9,583,480 100%$141,453 1%
Non-GAAP Financial Measure
Adjusted EBITDA
Adjusted EBITDA is a “non-GAAP financial measure” under the rules of the Securities and Exchange Commission (the “SEC”). We define Adjusted EBITDA as earnings or loss before interest, taxes, depreciation and amortization, non-cash stock-based compensation, gain or loss on asset disposals or impairment, and certain other unusual or non-cash income and expense items such as gains or losses on settlement of liabilities and exchanges, and changes in the fair value of derivatives, if applicable.
We use Adjusted EBITDA as a measure of operating performance, for planning purposes, to allocate resources to enhance the financial performance of our business and in communications with our Board of Directors regarding our financial performance. We believe that Adjusted EBITDA also provides valuable information to investors as it excludes non-cash transactions, and it provides consistency to facilitate period-to-period comparisons.
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You should not consider Adjusted EBITDA in isolation or as a substitute for an analysis of our results of operations as under GAAP. All companies do not calculate Adjusted EBITDA in the same manner, limiting its usefulness as a comparative measure. Moreover, Adjusted EBITDA has limitations as an analytical tool, including that Adjusted EBITDA:
does not include stock-based compensation expense, which is a non-cash expense, but has been, and will continue to be for the foreseeable future, a significant recurring expense for our business and an essential part of our compensation strategy;
does not include stock issued for payment of services, which is a non-cash expense, but has been, and is expected to be for the foreseeable future, an important means for us to compensate our directors, vendors, and other parties who provide us with services;
does not include depreciation and intangible assets amortization expense, impairment charges and gains or losses on disposal of equipment, which is not always a current period cash expense, but the assets being depreciated and amortized may have to be replaced in the future; and
does not include interest expense and other gains, losses, and expenses that we believe are not indicative of our ongoing core operating results, but these items may represent a reduction or increase in cash available to us.
Because of these limitations, Adjusted EBITDA should not be considered a measure of discretionary cash available to us to invest in the operation and growth of our business or as a measure of cash that will be available to us to meet our obligations. You should compensate for these limitations by relying primarily on our GAAP results and using these non-GAAP financial measures as supplements. In evaluating this non-GAAP financial measure, you should be aware that in the future, we may incur expenses similar to those for which adjustments are made in calculating Adjusted EBITDA. Our presentation of this non-GAAP financial measure should also not be construed to infer that our future results will be unaffected by unusual or non-recurring items.
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The following table sets forth a reconciliation from the GAAP measurement of net loss to our non-GAAP financial measure of Adjusted EBITDA for the three and nine months ended September 30, 2022,March 31, 2023 and 2021:2022:
Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended March 31,
202220212022202120232022
Net lossNet loss$(906,232)$(1,400,792)$(3,552,365)$(3,452,134)Net loss$(2,806,339)$(2,476,243)
Gain on the forgiveness of debtGain on the forgiveness of debt— — — (1,927,220)Gain on the forgiveness of debt— — 
Write down of digital assets1,081 — 141,808 — 
Gain on the sale of digital assetsGain on the sale of digital assets— — 
Impairment of digital assetsImpairment of digital assets— 62,976 
Non-cash stock-based compensationNon-cash stock-based compensation154,115 229,039 428,013 633,219 Non-cash stock-based compensation195,524 117,192 
Non-cash stock issued for payment of servicesNon-cash stock issued for payment of services31,260 37,544 93,742 109,784 Non-cash stock issued for payment of services75,000 31,223 
Interest expenseInterest expense814 1,558 2,594 24,090 Interest expense1,564 965 
Depreciation and amortizationDepreciation and amortization127,535 220,453 404,856 949,906 Depreciation and amortization346,262 138,829 
Other non-cash itemsOther non-cash items— (13,732)18,555 (21,522)Other non-cash items— (663)
Adjusted EBITDAAdjusted EBITDA$(591,427)$(925,930)$(2,462,797)$(3,683,877)Adjusted EBITDA$(2,187,989)$(2,125,721)
RevenueRevenue$10,826,335 $7,734,374 $32,293,682 $19,678,991 Revenue$8,737,722 $8,890,336 
Adjusted EBITDA as a % of RevenueAdjusted EBITDA as a % of Revenue(5.5)%(12.0)%(7.6)%(18.7)%Adjusted EBITDA as a % of Revenue(25)%(24)%

Liquidity and Capital Resources
Near-Term Liquidity and Capital Resources
The Company’s     Historically, our primary cash needs have historically been funding the development and integration of IZEAx and otherour technology platforms used in its business, marketing expenses, and general and administrative (“G&A”) expenses including salaries, bonuses, commissions, and stock-based compensation. The Company hascommissions. We have incurred losses and negative cash flow from operations for most periods since inception, primarily the result of costs associated with third-party creators, salaries, bonuses and stock-based compensation, and other G&A expenses, including technology and development costs, which has resulted in a total accumulated deficit of $77.2$80.9 million as of September 30, 2022.March 31, 2023. While we have not achieved profitability, we believe we have sufficient resources to fund operations and planned investments for at least the next twelve months.
We had cash and cash equivalents of $20.0$26.2 million as of September 30, 2022,March 31, 2023, as compared to $75.4$24.6 million as of December 31, 2021.2022. This decreaseincrease of $55.4$1.6 million is primarily the result of investment of cash pursuant to our investment
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policy, $25.1 million of which is classified as long-term investments and $21.9 million of which is classified as short-term investments, with the balance for the change primarily due to shortening maturities in our investment portfolio, partly offset by cash used to fund operating losses.
September 30, 2022December 31, 2021
Net cash (used for) provided by:
Operating activities$(6,916,555)$(3,652,080)
Investing activities(48,439,579)(4,088)
Financing activities(50,684)45,062,800 
Net (decrease) increase in cash and cash equivalents$(55,406,818)$41,406,632 

Cash
Three Months Ended March 31,
20232022
Net cash (used for)/provided by:
Operating activities$(2,436,879)$(2,726,806)
Investing activities4,023,000 (127,913)
Financing activities(30,871)(19,730)
Net increase in cash and cash equivalents$1,555,250 $(2,874,449)
Net cash used for operating activities was $6.9$2.4 million during the ninethree months ended September 30, 2022March 31, 2023 and is primarily the result of $3.6 million incontinued use of cash to cover operating losses and $3.5 million in netto meet working capital changes.requirements. Net cash used for investing activities was $48,439,579$4.0 million during the ninethree months ended September 30, 2022,March 31, 2023, primarily due to the purchase and sale of marketable securities. Net cash used for financing activities during the ninethree months ended September 30, 2022,March 31, 2023, was $50,684,$30.9 thousand, which consisted primarily of payments on shares withheld for taxes.
In June 2020 and January 2021, we entered into ATM Sales Agreements with National Securities Corporation, as sales agent (“National Securities”), pursuant to which we could offer and sell up to $40 million and $35 million, respectively, of common stock (the “ATM Offerings”). From June 4, 2020 through April 15, 2021, we sold a total of 26,005,824 shares at an average price of $2.88 per share for total gross proceeds of $75.0 million in the ATM Offerings. On June 21, 2021, we entered into a third ATM Sales Agreement with National Securities, as sales agent (the “2021 ATM Sales Agreement”), pursuant to which we can offer and sell shares of our common stock, from time to time for aggregate purchase prices up to $100 million by any method deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act under our shelf registration statement on Form S-3 (File No. 333-256078). We terminated the 2021 ATM Sales Agreement with National Securities effective September 6, 2022. No sales were made under this agreement.
Long-Term Liquidity
We anticipate that our operating expenses will increase in the foreseeable future as we continue to pursue the expansion of our business. We currently expectbelieve that we have adequate cash and invested resources to fund our business growth for the next twelve months,months; however, should additional capital become necessary, we expect these funds would be financed predominately through proceeds from future equity, equity-based, or debt offerings, unless and until our operations are
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profitable and sustain our ongoing capital needs. As a result, our business success could significantly depend to a significant extent, uponon our ability to obtain the funding necessary to support our operations.
Financial Condition and Outlook
OurSince 2020, our business operations and results have been impacted by COVID-19, which in the first half of 2020 had a material effect on our customers, their advertising commitments, bookings cancellations, revenues, and cash flows. Since late 2020, through mid-summer of 2022, the Company saw a material increase in the overall social media marketing spend by large and small customers, which benefited our bookings and revenue growth rates, and cash flows. Since June of 2022, on top of continuing economic impacts of supply-chain issues, labor disruption, business closures, and recentrecently, inflationary pressures,pressures. Additionally, the broadening unenthusiastic economic outlook may be affecting marketing budgets as evidenced by the softness in bookings the Company haswe have experienced through the thirdfourth quarter of 2022.2022 and first quarter of 2023. We also announced in January 2023 that we began the process of parting ways with a single large customer that, while having a significant impact on Managed Services revenue growth, carried significantly lower gross margins than our core business. While our recent bookings have not met expectations, we see evidence of continued demand for influencer marketing services in our pipeline, and despite opportunities taking longer to close, we believe that our base business remains strong.These However, these matters, taken together, could have a further material adverse impact on our business, results of operations, and financial position in future periods.

Critical Accounting Policies and Use of Estimates
     There have been no material changes to our critical accounting policies as set forth in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in our Annual Report on Form 10-K for the year ended December 31, 2021.2022. For a summary of our significant accounting policies, please refer to Note 1 — Company and Summary of Significant Accounting Policies included in Item 1 of this Quarterly Report.

Recent Accounting Pronouncements
See “Note 1. Company and Summary of Significant Accounting Policies,” of this Quarterly Report for information on additional recent pronouncements.

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ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Not applicable to smaller reporting companies.

ITEM 4 – CONTROLS AND PROCEDURES
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that the Company files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized, and reported within the periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that the Company files under the Exchange Act is accumulated and communicated to management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosures.
In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Furthermore, controls and procedures could be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. Misstatements due to error or fraud may occur and not be detected on a timely basis.
Evaluation of Disclosure Controls and Procedures
In connection with the preparation of this Quarterly Report on Form 10-Q for the period ended March 31, 2023, an
evaluation was performed under the supervision and with the participation of our management including our principal executive
officer and principal financial officer to determine the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2023. Based on this evaluation, our management concluded that our disclosure controls and procedures were effective as designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosures.

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Changes in Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining effective internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process designed by, or under the supervision of, our principal executive officer and principal financial officer and effected by our Board of Directors, management, and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Internal control over financial reporting includes policies and procedures that:

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the Company’s transactions;
(ii) provide reasonable assurance that transactions are recorded as necessary for the preparation of our financial statements in accordance with GAAP, and that receipts and expenditures are made only in accordance with authorizations of our management and directors; and
(iii) provide reasonable assurance regarding prevention or timely detection of any unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect financial statement misstatements. Also, projections of any evaluation of internal control effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In connection with the preparation of this Quarterly Report on Form 10-Q for the period ended September 30, 2022, an evaluation was performed under the supervision and with the participation of the Company’s management team including its principal executive officer and principal financial and accounting officer to determine the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2022. Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosures. Due to the material weakness outlined below, our principal executive and principal financial officers concluded that our disclosure controls and procedures
There were not effective as of September 30, 2022. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
During the preparation of the Company’s Annual Report for the year ended December 31, 2021, management conducted a review of the Company’s recognition of liabilities and associated costs relating to the Company’s Managed Services within its IZEAx platform ("Managed Services"), in connection with which the Company enters into contracts with marketers for creators to produce sponsored social services content (“Sponsored Content”) and publish the Sponsored Content on one or more approved social media platforms. The Company determined that a portion of the liability, associated cost, and related revenue from Sponsored Content should have been accrued upon its initial posting (publication) based on the number of
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posting days during the Term of the agreement in which such Sponsored Content was to remain live. Since the Company recognizes its Managed Services revenue using an input method of costs incurred compared to the total of expected costs, the timing of the accrual of Sponsored Content costs affected the related Managed Services revenue recognized during each period. In light of this determination, the Company restated its interim financial statements for the quarterly periods ended March 31, 2020, June 30, 2020, and September 30, 2020, in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. As a result of the Restatement, we determined that we have a material weakness in our internal control over financial reporting relating to the inadequate design and operation of management’s controls over identifying the appropriate timing of cost recognition related to creator content deliveries used in the input method of costs incurred compared to total expected costs.
Remediation of Material Weakness
To remediate the material weakness described above, we have identified additional controls and engaged an independent third-party technical accounting expert to assist management with the continued review and evaluation of our processes and pertinent controls. We completed the Restatement in order to apply adjustments to certain liabilities and cost accruals related to the material weakness and have reflected such adjusted methods in the subsequent interim periods. We will continue to design and implement measures to strengthen the Company's internal control over financial reporting.
Changes in Internal Control over Financial Reporting
During the three months ended September 30, 2022, the Company utilized the new Enterprise Resource Planning (“ERP”) system to accurately maintain our financial records, enhance the flow of financial information, improve data management, and provide timely information to senior leadership. Except for the utilization of the new ERP system, there have been no changes in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the fiscal quarter ended September 30, 2022March 31, 2023 that have materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION

ITEM 13 – LEGAL PROCEEDINGS

From time to time, we may become involved in various other lawsuits and legal proceedings that arise in the ordinary course of our business. Litigation is however, subject to inherent uncertainties and an adverse result in these or other mattersany such litigation that may arise from time to time that may harm our business. As of November 14, 2022,May 8, 2023, we are not aware of any legal proceedings or claims that we believe would or could have, individually or in the aggregate, a material adverse effect on us. Regardless of 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.

ITEM 1A – RISK FACTORS
You should carefully consider the factors discussed under this item and under Item 1A of Part I to our Annual Report on Form 10-K for the year ended December 31, 20212022 regarding the numerous and varied risks, known and unknown, that may prevent us from achieving our goals. If any of these risks actually occur, our business, financial condition, or results of operation may be materially and adversely affected. In such a case, the trading price of our common stock could decline, and investors could lose all or part of their investment. These risk factors may not identify all risks that we face, and our operations could also be affected by factors that are not presently known to us or that we currently consider to be immaterial to our operations. Except as described below, there have been no material changes to the risk factors described under “Risk Factors,” included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.
Our common stock may be delisted if we fail to comply with the requirements for continued listing on the Nasdaq Capital Market, and the price of our common stock and our ability to access the capital markets could be negatively impacted.
Our common stock is listed for trading on the Nasdaq Capital Market (“Nasdaq”). To maintain this listing, we must satisfy Nasdaq’s continued listing requirements, including, among other things, a minimum closing bid price requirement of $1.00 per share for continued inclusion on the Nasdaq Capital Market under Nasdaq Listing Rule 5450(a)(1) (the "Bid Price Rule").
On July 6, 2022, the Company received a notification letter from the Listing Qualifications Department of Nasdaq stating that the Company was not in compliance with the Bid Price Rule. The notification letter stated that the Company would be afforded 180 calendar days (until January 2, 2023) to regain compliance. In order to regain compliance, the Company's closing bid price must remain at $1.00 or more for a minimum of ten consecutive business days. The notification letter also states that in the event the Company does not regain compliance within the 180 day period, the Company may be eligible for an additional 180 days to regain compliance. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary.
If we are unable to regain compliance with the Bid Price Rule, or fail to meet any of the other continued listing requirements in the future, our common stock may be delisted from Nasdaq, which could reduce the liquidity of our common stock materially and result in a corresponding material reduction in the price of our common stock. In addition, delisting could harm our ability to raise capital through alternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors, employees, and business development opportunities. Such a delisting likely would impair your ability to sell or purchase our common stock when you wish to do so. Further, if we were to be delisted from Nasdaq, our common stock may no longer be recognized as a “covered security” and we would be subject to regulation in each state in which we offer our securities. Thus, delisting from Nasdaq could adversely affect our ability to raise additional financing through the public or private sale of equity securities, would significantly impact the ability of investors to trade our securities, and would negatively impact the value and liquidity of our common stock.
A few of our customers account for a significant portion of our gross billings and accounts receivable, and the loss of, or reduced purchases from, this or other customers could have a material adverse effect on our operating results.
A significant portion of our gross billings and accounts receivable are attributable to a small number of customers. At September 30,March 31, 2023, one customer accounted for 41% of gross billings for the quarter and three customers accounted for 61% of total accounts receivable. During the three months ended March 31, 2022, one customer accounted for 33%21% of total accounts receivablegross billings and during the three months ended September 30, 2022, two customers accounted for an aggregate58% of almost 40%accounts receivable. In January 2023, we announced that we began the process of parting ways with the customer accounting for the large portion of our gross billings.billings and accounts receivable for the quarter ended March 31, 2023. The concentration of our sales with a relatively small number of customers makes us particularly dependent on factors, both positive and negative, affecting those customers. If demand for our services from these customers increases, our results are favorably impacted, while if their demand for our services decreases, they may reduce their purchases of, or stop purchasing, our services and our operating results would suffer. The Company does not typically engage in contracts are longer than one year, and so most of our customers can cease reduce or cease business with us on a relatively short basis. The loss of a large customer and failure to add
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new customers to replace lost revenue would have a material adverse effect on our business, financial condition, and results of operations.

ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not applicable.

ITEM 3 – DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4 – MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5 – OTHER INFORMATION

Not applicable.

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ITEM 6 – EXHIBITS
Exhibit No.Description
3.1
3.2
3.3
3.4
3.5
3.63.5
3.73.6
3.83.7
3.93.8
3.103.9
3.113.10
31.1*
31.2*
32.1*(a) (b)
32.2*(a) (b)
101*(b) (c)The following materials from IZEA Worldwide, Inc.'s Quarterly Report for the three month September 30, 2022quarter ended March 31, 2023 are formatted in XBRL (eXtensible Business Reporting Language): (i) the Unaudited Consolidated Balance Sheets, (ii) the Unaudited Consolidated Statements of Operations and Comprehensive Loss, (iii) the Unaudited Consolidated Statement of Stockholders' Equity, (iv) the Unaudited Consolidated Statements of Cash Flow, and (iv) the Unaudited Notes to the Consolidated Financial Statements.
*    Filed or furnished herewith.
(a)    Denotes management contract or compensatory plan or arrangement.
(a)(b)    In accordance with Item 601of Regulation S-K, this Exhibit is hereby furnished to the SEC as an accompanying document and is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933.
(b)(c)    In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this AnnualQuarterly Report on Form 10-K10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 IZEA Worldwide, Inc.
a Nevada corporation
   
November 14, 2022May 15, 2023By: /s/ Edward H. Murphy 
  Edward H. Murphy
Chairman and Chief Executive Officer
(Principal Executive Officer) 
November 14, 2022May 15, 2023By: /s/ Peter J. Biere
  
Peter J. Biere
Chief Financial Officer
(Principal Financial and Accounting Officer)





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