Document and Entity Information
Document and Entity Information Document - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 18, 2016 | Jun. 30, 2015 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | IZEA, INC. | ||
Entity Central Index Key | 1,495,231 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | Q4 | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 5,339,944 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 16,510,586 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current: | ||
Cash and cash equivalents | $ 11,608,452 | $ 6,521,930 |
Accounts receivable, net of allowance for doubtful accounts of $139,000 and $0 | 3,917,925 | 2,156,378 |
Prepaid expenses | 193,455 | 190,604 |
Other current assets | 16,853 | 61,424 |
Total current assets | 15,736,685 | 8,930,336 |
Property and equipment, net of accumulated depreciation of $445,971 and $239,521 | 596,008 | 588,919 |
Goodwill | 2,468,289 | 0 |
Intangible assets, net of accumulated amortization of $730,278 and $0 | 1,806,191 | 0 |
Software development costs, net of accumulated amortization of $207,514 and $85,331 | 813,932 | 483,544 |
Security deposits | 117,946 | 100,641 |
Total assets | 21,539,051 | 10,103,440 |
Current liabilities | ||
Accounts payable | 995,275 | 310,611 |
Accrued expenses | 908,519 | 394,617 |
Unearned revenue | 3,584,527 | 1,767,074 |
Current portion of deferred rent | 14,662 | 0 |
Current portion of capital lease obligations | 7,291 | 54,376 |
Current portion of acquisition costs payable | 0 | |
Total current liabilities | 6,355,205 | 2,526,678 |
Deferred rent, less current portion | 102,665 | 106,531 |
Capital lease obligations, less current portion | 0 | 7,291 |
Acquisition costs payable, less current portion | 0 | |
Warrant liability | 5,060 | 3,203,465 |
Total liabilities | 7,352,010 | 5,843,965 |
Stockholders’ equity: | ||
Common stock, $.0001 par value; 200,000,000 shares authorized; 5,222,951 and 2,885,424, respectively, issued and outstanding | 522 | 289 |
Additional paid-in capital | 48,436,040 | 27,200,536 |
Accumulated deficit | (34,249,521) | (22,941,350) |
Total stockholders’ equity | 14,187,041 | 4,259,475 |
Total liabilities and stockholders’ equity | 21,539,051 | $ 10,103,440 |
Ebyline, Inc. [Member] | ||
Current liabilities | ||
Current portion of acquisition costs payable | 844,931 | |
Acquisition costs payable, less current portion | $ 889,080 |
Consolidated Balance Sheets Par
Consolidated Balance Sheets Parentheticals - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Parentheticals - Balance Sheet [Abstract] | ||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | $ 445,971 | $ 239,521 |
Accumulated Amortization | 730,278 | 0 |
Software development costs, accumulated amortization | $ 207,514 | $ 85,331 |
Common stock, par value (per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (shares) | 200,000,000 | 200,000,000 |
Common stock, shares, issued (shares) | 5,222,951 | 2,885,424 |
Common stock, shares outstanding (shares) | 5,222,951 | 2,885,424 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | ||
Revenue | $ 20,467,926 | $ 8,322,274 |
Cost of sales | 12,236,916 | 2,845,833 |
Gross profit | 8,231,010 | 5,476,441 |
Operating expenses: | ||
General and administrative | 7,517,115 | 4,918,197 |
Sales and marketing | 7,936,215 | 5,204,447 |
Total operating expenses | 15,453,330 | 10,122,644 |
Loss from operations | (7,222,320) | (4,646,203) |
Other income (expense): | ||
Interest expense | (115,861) | (25,375) |
Loss on exchange of warrants | (1,845,810) | 0 |
Change in fair value of derivatives, net | (2,133,820) | 7,845,214 |
Other income, net | 9,640 | 10,428 |
Total other income (expense) | (4,085,851) | 7,830,267 |
Net income (loss) | $ (11,308,171) | $ 3,184,064 |
Weighted average common shares outstanding – basic | 3,737,897 | 2,616,354 |
Basic income (loss) per common share | $ (3.03) | $ 1.22 |
Weighted average common shares outstanding – diluted | 3,737,897 | 3,170,003 |
Diluted income (loss) per common share | $ (3.03) | $ 1 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Balance (shares) at Dec. 31, 2013 | 1,128,558 | |||
Balance at Dec. 31, 2013 | $ (1,451,026) | $ 113 | $ 24,674,275 | $ (26,125,414) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Sale of common stock (shares) | 1,714,297 | |||
Sale of common stock | 12,000,000 | $ 172 | 11,999,828 | |
Stock-based compensation | 538,263 | 538,263 | ||
Fair value of warrants issued | (12,382,216) | (12,382,216) | ||
Reclassification of warrants from liability to equity | 3,166,482 | 3,166,482 | ||
Exercise of stock options & warrants (shares) | 22,563 | |||
Exercise of stock options & warrants | 112,800 | $ 2 | 112,798 | |
Stock purchase plan subscriptions (shares) | 382 | |||
Subscription and Circulation Revenue | 1,810 | 1,810 | ||
Stock issued for payment of services (shares) | 19,624 | |||
Stock issued for payment of services | 157,110 | $ 2 | 157,108 | |
Stock issuance costs | (1,067,812) | (1,067,812) | ||
Net loss | 3,184,064 | 3,184,064 | ||
Balance (shares) at Dec. 31, 2014 | 2,885,424 | |||
Balance at Dec. 31, 2014 | 4,259,475 | $ 289 | 27,200,536 | (22,941,350) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Fair value of warrants issued | (51,950) | (51,950) | ||
Fair value of 2014 private placement warrants reclassified from liability to equity & loss on exchange | 7,178,035 | 7,178,035 | ||
Stock-based compensation | 705,466 | 705,466 | ||
Stock issued for payment of acquisition liability (shares) | 31,821 | |||
Stock issued for payment of acquisition liability | 250,000 | $ 3 | 249,997 | |
Stock purchase plan subscriptions (shares) | 13,403 | |||
Subscription and Circulation Revenue | 76,170 | $ 1 | 76,169 | |
Stock issued for payment of services (shares) | 100,756 | |||
Stock issued for payment of services | 125,992 | $ 10 | 125,982 | |
Exercise of warrants (shares) | 2,191,547 | |||
Exercise of warrants | 12,861,057 | $ 219 | 12,860,838 | |
Stock issuance costs | (12,933) | (12,933) | ||
Net loss | (11,308,171) | (11,308,171) | ||
Balance (shares) at Dec. 31, 2015 | 5,222,951 | |||
Balance at Dec. 31, 2015 | $ 14,187,041 | $ 522 | $ 48,436,040 | $ (34,249,521) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Cash Flows [Abstract] | ||
Net loss | $ (11,308,171) | $ 3,184,064 |
Adjustments to reconcile net income (loss) to net cash used for operating activities: | ||
Depreciation | 206,670 | 109,823 |
Amortization of software development costs and other intangible assets | 852,461 | 95,548 |
Loss on disposal of equipment | 595 | 16,192 |
Provision for losses on accounts receivable | 163,535 | 0 |
Stock-based compensation | 705,466 | 538,263 |
Value of stock and warrants issued or to be issued for payment of services | 177,842 | 166,610 |
Gain on change in value of contingent acquisition costs payable | (1,834,300) | 0 |
Loss on exchange of warrants | 1,845,810 | 0 |
Change in fair value of derivatives, net | 2,133,820 | (7,845,214) |
Cash provided by (used for): [Abstract] | ||
Accounts receivable | (1,608,561) | (496,576) |
Prepaid expenses and other current assets | 83,244 | (72,299) |
Accounts payable | 141,325 | (506,446) |
Accrued expenses | 582,851 | 29,163 |
Unearned revenue | 1,783,559 | 474,846 |
Deferred rent | 896 | 92,352 |
Net cash used for operating activities | (6,072,958) | (4,213,674) |
Cash flows from investing activities: [Abstract] | ||
Purchase of equipment | (187,160) | (517,113) |
Increase in software development costs | (452,571) | (206,529) |
Acquisition, net of cash acquired | (1,072,055) | 0 |
Security deposits | 1,248 | (54,067) |
Net cash used for investing activities | (1,710,538) | (777,709) |
Cash flows from financing activities: [Abstract] | ||
Proceeds from issuance of common stock and warrants, net | 0 | 12,001,810 |
Proceeds from exercise of options & warrants | 12,937,327 | 112,800 |
Payment of Financing and Stock Issuance Costs | (12,933) | (1,067,812) |
Payments on notes payable and capital leases | (54,376) | (63,537) |
Net cash provided by (used for) financing activities | 12,870,018 | 10,983,261 |
Net increase in cash and cash equivalents | 5,086,522 | 5,991,878 |
Cash and cash equivalents, beginning of year | 6,521,930 | 530,052 |
Cash and cash equivalents, end of year | 11,608,452 | 6,521,930 |
Supplemental cash flow information: [Abstract] | ||
Cash paid during the year for interest | 6,401 | 15,158 |
Non-cash financing and investing activities: | ||
Fair value of warrants issued | 51,950 | 12,382,216 |
Acquisition costs payable for assets acquired | 3,942,639 | 0 |
Acquisition costs paid through issuance of common stock | 250,000 | 0 |
Fair value of warrants reclassified from liability to equity | 6,530,046 | 3,166,482 |
Acquisition of assets through capital lease | $ 0 | $ 41,339 |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business IZEA, Inc. (the "Company") was founded in February 2006 under the name PayPerPost, Inc. and became a public company incorporated in the state of Nevada in May 2011. The Company is headquartered near Orlando, Florida with additional offices in Chicago, Los Angeles and Toronto, and a sales presence in New York, Detroit and Boston. The Company operates online marketplaces that facilitate transactions between brands and influential content creators. These creators produce and distribute text, videos and photos on behalf of brands through websites, blogs and social media channels. The Company's technology enables transactions to be completed at scale through the management of content workflow, creator search and targeting, bidding, analytics and payment processing. On January 30, 2015, the Company purchased all of the outstanding shares of capital stock of Ebyline, Inc. (“Ebyline”), pursuant to the terms of a Stock Purchase Agreement, dated as of January 27, 2015, by and among IZEA, Ebyline and the stockholders of Ebyline (see Note 4). Based in Los Angeles, California, Ebyline operates an online marketplace that enables publishers to access a network of over 15,000 content creators ranging from writers to illustrators in 84 countries. Over 2,000 fully vetted individuals in the Ebyline network have professional journalism credentials with backgrounds at well-known media outlets. Ebyline’s proprietary workflow is utilized by leading media organizations to obtain the content they need from professional content creators. In addition to publishers, Ebyline is leveraged by brands to produce custom branded content for use on their owned and operated sites, as well as third party content marketing and native advertising efforts. The Company currently operates the Ebyline online marketplace along with its own online marketplace that connects brands with creators at IZEA.com as well as other white label marketplaces. IZEA.com and all white label sites are powered by the IZEA Exchange (“ IZEAx ”), a platform that handles content workflow, creator search and targeting, bidding, analytics and payment processing. IZEAx is designed to provide a unified ecosystem that enables the creation of multiple types of content including blog posts, status updates, videos and photos through a wide variety of social channels including blogs, Twitter, Facebook, Instagram and Tumblr, among others. Prior to the launch of IZEAx, the Company had independent technology platforms including PayPerPost.com , SocialSpark.com and SponsoredTweets.com , all of which were transitioned to the IZEAx system by the end of 2014. Principles of Consolidation The consolidated financial statements include the accounts of IZEA, Inc. and its wholly-owned subsidiary, IZEA Innovations, Inc. and its wholly-owned subsidiary, Ebyline, Inc. (together, the "Company"). All significant intercompany balances and transactions have been eliminated in consolidation. The consolidated financial statements were prepared using the acquisition method of accounting with IZEA considered the accounting acquirer of Ebyline. Under the acquisition method of accounting, the purchase price is allocated to the underlying Ebyline tangible and intangible assets acquired and liabilities assumed based on their respective fair market values with any excess purchase price allocated to goodwill. Reverse Stock Split On January 6, 2016, the Company filed a Certificate of Change with the Secretary of State of Nevada to effect a reverse stock split of the issued and outstanding shares of its common stock at a ratio of one share for every 20 shares outstanding prior to the effective date of the reverse stock split. All current and historical information contained herein related to the share and per share information for the Company's common stock or stock equivalents reflects the 1-for-20 reverse stock split of the Company's outstanding shares of common stock that became market effective on January 11, 2016. There was no change in the Company's authorized common shares. Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. Accounts Receivable and Concentration of Credit Risk Accounts receivable are customer obligations due under normal trade terms. Uncollectibility of accounts receivable is not significant since most customers are bound by contract and are required to fund the Company for all the costs of an “opportunity,” defined as an order created by an advertiser for a creator to write about the advertiser’s product. 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 the uncollectible portion of the account. Management determines the collectibility of accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition, credit history and current economic conditions. The Company had a reserve of $139,000 for doubtful accounts as of December 31, 2015 . The Company did not have a reserve for doubtful accounts as of December 31, 2014 . Management believes that this estimate is reasonable, but there can be no assurance that the estimate will not change as a result of a change in economic conditions or business conditions within the industry, the individual customers or the Company. Any adjustments to this account are reflected in the consolidated statements of operations as a general and administrative expense. Bad debt expense was less than 1% of revenue for the twelve months ended December 31, 2015 and 2014 . Concentrations of credit risk with respect to accounts receivable are typically limited because a large number of geographically diverse customers make up the Company’s customer base, thus spreading the trade credit risk. The Company also 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. At December 31, 2015 , the Company had one customer which accounted for 13% of total accounts receivable in the aggregate. At December 31, 2014 , the Company had two customers which accounted for 29% of total accounts receivable in the aggregate. The Company had one customer that accounted for 14% of its revenue during the twelve months ended December 31, 2015 and one customer that accounted for 10% of its revenue during the twelve months ended December 31, 2014 . Property and Equipment Property and equipment are recorded at cost, or if acquired in a business combination, at the acquisition date fair value. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the assets as follows: Computer Equipment 3 years Software Costs 3 years Office Equipment 3 - 10 years Furniture and Fixtures 5 - 10 years Leasehold improvements are depreciated over the shorter of the term of the lease or the estimated useful lives of the improvements. Property and equipment under capital leases are depreciated over their estimated useful lives. Expenditures for repairs and maintenance are charged to expense as incurred. Expenditures for betterments and major improvements are capitalized and depreciated over the remaining useful lives of the assets. The carrying amounts of assets sold or retired and the related accumulated depreciation are eliminated in the year of disposal, with resulting gains or losses included in general and administrative expense. Software Development Costs In accordance with ASC 350-40, Internal Use Software and ASC 985-730, Computer Software Research and Development , research phase costs related to internal use software should be expensed as incurred and development phase costs including direct materials and services, payroll and benefits and interest costs may be capitalized. The Company amortizes software development costs equally over 5 years upon initial launch of the software or additional features. Intangible Assets The Company acquired the majority of its intangible assets through its acquisition of Ebyline on January 30, 2015. The Company is amortizing the identifiable intangible assets over a period of 12 to 60 months. Management reviews long-lived assets, including property and equipment, software development costs and other intangible assets, for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset are compared with the asset's carrying amount to determine if there has been an impairment, which is calculated as the difference between the fair value of an asset and its carrying value. Estimates of future undiscounted cash flows are based on expected growth rates for the business, anticipated future economic conditions and estimates of residual values. Fair values take into consideration management estimates of risk-adjusted discount rates, which are believed to be consistent with assumptions that marketplace participants would use in their estimates of fair value. For the twelve months ended December 31, 2015 and 2014 , there were no impairment charges associated with the Company's long-lived assets. Goodwill Goodwill represents the excess of the purchase consideration of an acquired business over the fair value of the underlying net tangible and intangible assets. The Company has goodwill that has been recorded in connection with its acquisitions of businesses. Goodwill is not amortized, but instead it is tested for impairment at least annually. In the event that management determines that the value of goodwill has become impaired, the Company will record a charge for the amount of impairment during the fiscal quarter in which the determination is made. The Company performs its annual impairment tests of goodwill during the fourth quarter of each year, or more frequently, if certain indicators are present. Goodwill is required to be tested for impairment at the reporting unit level. A reporting unit is an operating segment or one level below the operating segment level, which is referred to as a component. Management identifies its reporting units by assessing whether components (i) have discrete financial information available; (ii) engage in business activities; and (iii) whether a segment manager regularly reviews the component's operating results. Net assets and goodwill of acquired businesses are allocated to the reporting unit associated with the acquired business based on the anticipated organizational structure of the combined entities. If two or more components are deemed economically similar, those components are aggregated into one reporting unit when performing the annual goodwill impairment review. The Company has determined that prior to and after the acquisition of Ebyline, it had and continues to have one reporting unit. Revenue Recognition The Company derives its revenue from three sources: revenue from an advertiser when it pays for a social media publisher or influencer such as a blogger or tweeter ("creators") to share sponsored content with their social network audience ("Sponsored Revenue"), revenue when a publisher or company purchases custom branded content for use on its owned and operated sites, as well as third party content marketing and native advertising efforts ("Content Revenue") and revenue derived from various service and license fees charged to users of our platforms ("Service Fee Revenue"). For managed customers, the Company enters into an agreement to provide services that may require multiple deliverables in the form of a) sponsored social items, such as blogs, tweets, photos or videos shared through a social network offerings that provide awareness or advertising buzz regarding the advertiser's brand; b) media advertisements, such as click-through advertisements appearing in websites and social media channels and c) original content items, such as a research or news article, informational material or videos that a publisher or brand can use. The Company may provide one type or a combination of all types of these deliverables including a management fee on a statement of work for a lump sum fee. These deliverables are to be provided over a stated period that may range from one day to one year. Each of these items are considered delivered once the content is live through a public or social network or content has been delivered to the customer for their own use. Revenue is accounted for separately on each of the deliverables in the time frames set forth below. The statement of work typically provides for a cancellation fee if the agreement is canceled by the customer prior to completion of services. Payment terms are typically 30 days from the invoice date. If the Company is unable to provide a portion of the services, it may agree with the customer to provide a different type of service or to provide a credit for the value of those services that may be applied to the existing order or used for future services. Sponsored Revenue is recognized and considered earned after an advertiser's sponsored content is posted through IZEAx and shared through a creator's social network for a requisite period of time. The requisite period ranges from 3 days for a tweet to 30 days for a blog, video or other form of content. Management fees related to Sponsored Revenue from advertising campaigns managed by the Company are recognized ratably over the term of the campaign which may range from a few days to months. Content Revenue is recognized when the content is delivered to and accepted by the customer. Service Fee Revenue results when fees are charged to customers primarily related to subscription fees for different levels of service within a platform, licensing fees for white-label use of IZEAx , early cash-out fees if a creator wishes to take proceeds earned for services from their account when the account balance is below certain minimum balance thresholds and inactivity fees for dormant accounts. Service Fee Revenue is recognized immediately when the service is performed or at the time an account becomes dormant or is cashed out. Service Fee Revenue for subscription or licensing fees are recognized straight-line over the term of service. Self-service advertisers must prepay for services by placing a deposit in their account with the Company. The deposits are typically paid by the advertiser via credit card. Advertisers who use the Company to manage their social advertising campaigns or content requests may prepay for services or request credit terms. Payments received or billings in advance of services are recorded as unearned revenue until earned as described above. All of the Company's revenue is generated through the rendering of services and is recognized under the general guidelines of SAB Topic 13 A.1 which states that revenue will be recognized when it is realized or realizable and earned. The Company considers its revenue as generally realized or realizable and earned once (i) persuasive evidence of an arrangement exists, (ii) services have been rendered, (iii) the price to the advertiser or customer is fixed (required to be paid at a set amount that is not subject to refund or adjustment) and determinable, and (iv) collectibility is reasonably assured. The Company records revenue on the gross amount earned since it generally is the primary obligor in the arrangement, it takes on credit risk, it establishes the pricing and determines the service specifications. Advertising Costs Advertising costs are charged to expense as they are incurred, including payments to content creators to promote the Company. Advertising expense charged to operations for the twelve months ended December 31, 2015 and 2014 were approximately $411,000 and $827,000 , respectively. Advertising costs are included in sales and marketing expense in the accompanying consolidated statements of operations. Deferred Rent The Company’s operating leases for its office facilities contain rent abatements and predetermined fixed increases of the base rental rate during the lease term. The Company accounts for rental expense on a straight-line basis over the lease term. The Company records the difference between the straight-line expense versus the actual amounts paid under the lease as deferred rent in the accompanying consolidated balance sheets. Income Taxes The Company has not recorded federal income tax expense due to the generation of net operating losses. Deferred income taxes are accounted for using the balance sheet approach which requires recognition of deferred tax assets and liabilities for the expected future consequences of temporary differences between the financial reporting basis and the tax basis of assets and liabilities. A valuation allowance is provided when it is more likely than not that a deferred tax asset will not be realized. The Company incurs minimal state franchise taxes in two states which is included in general and administrative expenses in the statements of operations. The Company identifies and evaluates uncertain tax positions, if any, and recognizes the impact of uncertain tax positions for which there is a less than more-likely-than-not probability of the position being upheld when reviewed by the relevant taxing authority. Such positions are deemed to be unrecognized tax benefits and a corresponding liability is established on the balance sheet. The Company has not recognized a liability for uncertain tax positions. If there were an unrecognized tax benefit, the Company would recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. The Company’s tax years subject to examination by the Internal Revenue Service are 2012, 2013 and 2014. Derivative Financial Instruments Derivative financial instruments are defined as financial instruments or other contracts that contain a notional amount and one or more underlying factors (e.g., interest rate, security price or other variable), require no initial net investment and permit net settlement. Derivative financial instruments may be free-standing or embedded in other financial instruments. Further, derivative financial instruments are initially, and subsequently, measured at fair value and recorded as liabilities or, in rare instances, assets. The Company accounts for derivative instruments in accordance with ASC 815, Derivatives and Hedging (“ASC 815”), which requires additional disclosures about the Company’s objectives and strategies for using derivative instruments, how the derivative instruments and related hedged items are accounted for, and how the derivative instruments and related hedging items affect the financial statements. The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risk. Terms of equity instruments are reviewed to determine whether or not they contain embedded derivative instruments that are required under ASC 815 to be accounted for separately from the host contract, and recorded on the balance sheet at fair value. The fair value of derivative liabilities, if any, is required to be revalued at each reporting date, with corresponding changes in fair value recorded in current period operating results. Pursuant to ASC 815, an evaluation of specifically identified conditions is made to determine whether the fair value of warrants issued is required to be classified as equity or as a derivative liability. Fair Value of Financial Instruments The Company’s financial instruments are recorded at fair value. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect certain market assumptions. There are three levels of inputs that may be used to measure fair value: • Level 1 – Valuation based on quoted market prices in active markets for identical assets and liabilities. • Level 2 – Valuation based on quoted market prices for similar assets and liabilities in active markets. • Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The Company does not have any Level 1 or 2 financial assets or liabilities. The Company’s Level 3 financial liabilities measured at fair value consisted of a warrant liability (see Note 7) and its acquisition cost liability (see Note 4) as of December 31, 2015 . Significant unobservable inputs used in the fair value measurement of the warrants include the estimated term and risk-adjusted interest rates. In developing our credit risk assumption used in the fair value of warrants, consideration was made of publicly available bond rates and US Treasury Yields. However, since the Company does not have a formal credit-standing, management estimated its standing among various reported levels and grades for use in the model. During all periods, management estimated that the Company's standing was in the speculative to high-risk grades (BB- to CCC in the Standard and Poor's Rating). Significant increases or decreases in the estimated remaining period to exercise or the risk-adjusted interest rate could result in a significantly lower or higher fair value measurement. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash and cash equivalents, accounts receivable, accounts payable, unearned revenue and accrued expenses. Unless otherwise disclosed, the fair value of the Company’s capital lease obligations approximate their carrying value based upon current rates available to the Company. Stock-Based Compensation Stock-based compensation cost related to stock options granted under the May 2011 Equity Incentive Plan and August 2011 B Equity Incentive Plan (together, the "2011 Equity Incentive Plans") (see Note 9) is measured at the grant date, based on the fair value of the award, and is recognized as a straight-lined expense over the employee’s requisite service period. The Company estimates the fair value of each option award on the date of grant using a Black-Scholes option-pricing model that uses the assumptions noted in the table below. The Company estimates the fair value of its common stock using the closing stock price of its common stock on the date of the option award. The Company estimates the volatility of its common stock at the date of grant based on the volatility of comparable peer companies that are publicly traded and have had a longer trading history than itself. The Company determines the expected life based on historical experience with similar awards, giving consideration to the contractual terms, vesting schedules and post-vesting forfeitures. The Company uses the risk-free interest rate on the implied yield currently available on U.S. Treasury issues with an equivalent remaining term approximately equal to the expected life of the award. The Company has never paid any cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future. The Company used the following assumptions for options granted under the 2011 Equity Incentive Plans during the twelve months ended December 31, 2015 and 2014 : Twelve Months Ended 2011 Equity Incentive Plans Assumptions December 31, December 31, Expected term 6 years 6 years Weighted average volatility 55.47% 42.26% Weighted average risk free interest rate 1.65% 1.80% Expected dividends — — The Company estimates forfeitures when recognizing compensation expense and this estimate of forfeitures is adjusted over the requisite service period based on the extent to which actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures are recognized through a cumulative catch-up adjustment, which is recognized in the period of change, and a revised amount of unamortized compensation expense to be recognized in future periods. Average expected forfeiture rates were 8.32% and 9.30% during the twelve months ended December 31, 2015 and 2014 , respectively. Non-Employee Stock-Based Payments The Company's accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of ASC 505, “Equity-Based Payments to Non-Employees.” The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor's performance is complete. The fair value of equity instruments issued to consultants that vest immediately is expensed when issued. The fair value of equity instruments issued to consultants that have future vesting and are subject to forfeiture if performance does not occur is recognized as expense over the vesting period. Fair values for the unvested portion of issued instruments are adjusted each reporting period. The change in fair value is recorded to additional paid-in capital. Stock-based payments related to non-employees is accounted for based on the fair value of the related stock or the fair value of the services, whichever is more readily determinable. Segment Information The Company does not identify separate operating segments for management reporting purposes. The results of consolidated operations are the basis on which management evaluates operations and makes business decisions. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Reclassifications Certain items have been reclassified in the 2014 financial statements to conform to the 2015 presentation. The Company has reclassified wages and other expenses related to its sales and marketing personnel out of general and administrative expense and into sales and marketing expense. Recent Accounting Pronouncements There are new accounting pronouncements issued by the Financial Accounting Standards Board ("FASB") which are not yet effective. In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The standard is effective for annual periods beginning after December 15, 2017, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). The Company is currently evaluating the impact of the adoption of ASU 2014-09 on its consolidated financial statements and has not yet determined the method by which it will adopt the standard in 2018. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases . The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently evaluating the impact of the adoption of ASU 2016-02 on its consolidated financial statements. |
Property and Equipment (Notes)
Property and Equipment (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | PROPERTY AND EQUIPMENT Property and equipment consists of the following: December 31, 2015 December 31, 2014 Furniture and fixtures $ 252,516 $ 203,965 Office equipment 53,265 42,576 Computer equipment 421,798 292,669 Leasehold improvements 314,400 289,230 Total 1,041,979 828,440 Less accumulated depreciation and amortization (445,971 ) (239,521 ) Property and equipment, net $ 596,008 $ 588,919 Computer equipment includes items under capital leases totaling $59,458 and $114,827 as of December 31, 2015 and 2014 , respectively. Accumulated amortization relating to equipment under capital leases totaled $37,341 and $42,131 as of December 31, 2015 and 2014 , respectively. Depreciation and amortization expense on property and equipment recorded in general and administrative expense in the accompanying consolidated statements of operations was $206,670 and $109,823 for the twelve months ended December 31, 2015 and 2014 , respectively. |
Software Development Costs (Not
Software Development Costs (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Research and Development [Abstract] | |
Research, Development, and Computer Software Disclosure [Text Block] | SOFTWARE DEVELOPMENT COSTS Software development costs consists of the following: December 31, 2015 December 31, 2014 Software development costs $ 1,021,446 $ 568,875 Less accumulated depreciation and amortization (207,514 ) (85,331 ) Software development costs, net $ 813,932 $ 483,544 The Company determined that on April 15, 2013, its project to create IZEAx became technologically feasible and the development phase began. Throughout 2013 and the first quarter of 2014, the Company developed its new web-based advertising exchange platform, IZEAx . On March 17, 2014, the Company launched a public beta of IZEA.com powered by IZEAx . This platform is being utilized both internally and externally to facilitate native advertising campaigns on a greater scale. In 2015 and throughout 2016, Company began adding features and additional functionality to IZEAx that will facilitate the contracting, workflow and delivery of direct content. In accordance with ASC 350-40, Internal Use Software and ASC 985-730, Computer Software Research and Development , research phase costs should be expensed as incurred and development phase costs including direct materials and services, payroll and benefits and interest costs may be capitalized. As a result, the Company has capitalized $1,021,446 in direct materials, consulting, payroll and benefit costs to software development costs in the consolidated balance sheet as of December 31, 2015 . The Company estimated the useful life of its developed software to be 5 years , consistent with the amount of time its legacy platforms were in-service. Amortization expense on software development costs recorded in general and administrative expense in the accompanying consolidated statements of operations was $122,183 and $85,331 for the twelve months ended December 31, 2015 and 2014 , respectively. Future estimated amortization expense related to software development costs over the next five years is set forth in the following schedule: Year ending December 31: Software Amortization Expense 2016 $ 204,289 2017 204,289 2018 204,289 2019 118,958 2020 82,107 $ 813,932 |
Ebyline Acquisition (Notes)
Ebyline Acquisition (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | The following unaudited pro forma summary presents consolidated information of IZEA, Inc. as if the business combination with Ebyline had occurred on January 1, 2014: Pro Forma Year Ended Pro Forma Year Ended 12/31/2015 12/31/2014 (Unaudited) (Unaudited) Pro-Forma Revenue $ 21,178,040 $ 16,225,703 Pro-Forma Cost of Sales 12,887,062 9,972,253 Pro-Forma Gross Profit 8,290,978 6,253,450 Pro-Forma Net Income (Loss) (11,398,336 ) 1,320,882 EBYLINE ACQUISITION Purchase Price On January 30, 2015, the Company purchased all of the outstanding shares of capital stock of Ebyline, pursuant to the terms of a Stock Purchase Agreement, dated as of January 27, 2015, by and among IZEA, Ebyline and the stockholders of Ebyline for a maximum purchase price to be paid over the next three years of $8,850,000 . The total consideration is made up of four components: (a) a cash payment of $1,200,000 paid at closing; (b) an issuance of IZEA Common Stock valued at $250,000 paid on July 30, 2015; (c) a cash or stock payment of up to an additional $1,900,000 ( subject to proportional reduction in the event Ebyline’s final 2014 revenue was below $8,000,000 ). Ebyline's final gross revenue for 2014 was $7,903,429 . As such, the total amount owed is $1,877,064 to be paid in two equal installments of $938,532 on January 30, 2016 and January 30, 2017; and (d) total contingent performance payments up to $5,500,000 based on Ebyline meeting certain revenue targets. The performance payments are to be made only if Ebyline achieves at least 90% of Content Revenue targets of $17,000,000 in 2015, $27,000,000 in 2016 and $32,000,000 in 2017. If Ebyline achieves at least 90% , but less than 100% of the Content Revenue targets, the performance payments owed of $1,800,000 , $1,800,000 and $1,900,000 for each of the three years ending December 31, 2015, 2016 and 2017, respectively, will be subject to adjustment. Anything below 90% of the Content Revenue targets will not be eligible for any performance payment. The performance payments are also subject to a 17% reduction in the event that either of the two executive employees retained during the acquisition were no longer employed at the end of the measurement year. Performance payments are due no later than 90 days after the measuring period and may be paid in cash or common stock, at the Company's option. Consideration Payable The fair value of the total estimated future consideration to be paid is as follows: Estimated Gross Purchase Consideration Initial Present and Fair Value Remaining Present and Fair Value 1/30/2015 1/30/2015 12/31/2015 Cash paid at closing $ 1,200,000 $ 1,200,000 $ — Guaranteed purchase price (a) 2,127,064 1,982,639 1,823,711 Contingent performance payments (b) 2,210,000 1,834,300 — Acquisition costs to be paid by Ebyline shareholders (c) — — (89,700 ) Total estimated consideration $ 5,537,064 $ 5,016,939 $ 1,734,011 Current portion of acquisition costs payable 844,931 Long term portion of acquisition costs payable 889,080 Total acquisition costs payable $ 1,734,011 (a) The guaranteed purchase price consideration, as detailed above, was discounted to present value using our current borrowing rate of prime plus 2% (5.25%) . Interest expense imputed on the acquisition costs payable in the accompanying consolidated statements of operations was $91,072 for the twelve months ended December 31, 2015 . Per the Stock Purchase Agreement, the Company issued 31,821 shares of its common stock valued at $250,000 to satisfy a portion of the guaranteed purchase price payment obligation on July 30, 2015. (b) The fair value of the $5,500,000 of contingent performance payments described above was calculated using a Monte-Carlo simulation to simulate revenue over the next three years. Since the contingent consideration has an option like structure, a risk-neutral framework is considered appropriate for the valuation. The Company started with a risk-adjusted measure of forecasted revenue (using a risk-adjusted discount rate of 8.5% ) and assumed it will follow geometric brownian motion to simulate the revenue at future dates. Once the initial revenue was estimated based off of projections made during the acquisition, payout was calculated for each year and present valued to incorporate the credit risk associated with these payments. The Company's initial value conclusion was based on the average payment from 100,000 simulation trials. The volatility used for the simulation was 35% . The Monte Carlo simulation resulted in a calculated fair value of contingent performance payments of $2,210,000 on January 30, 2015 . Because the contingent performance payments are subject to a 17% reduction related to the continued employment of certain key employees, ASC 805-10-55-25 indicates that a portion of these payments be treated as potential compensation to be accrued over the term rather than allocated to the purchase price. Therefore, the Company reduced its overall purchase price consideration by $357,700 and recorded the initial present value of the contingent performance payments at $1,834,300 . Based on actual results for 2015 and current projections for Content Revenue for 2016-2017, the Content Revenue for every year is expected to be below 90% of the required Content Revenues targets. Therefore, the Company estimated the fair value of contingent performance payments at $0 as of December 31, 2015 . The gain as a result of the decrease in the estimated fair value of contingent performance payments of $1,834,300 is recorded as a reduction of general and administrative expense in the Company's statements of operations during the twelve months ended December 31, 2015 . (c) According to the stock purchase agreement, certain acquisition costs paid by Ebyline during the acquisition process are to be paid by the selling shareholders. These costs will be deducted from the guaranteed payment on January 30, 2016. Purchase Price Allocation The final allocation of the purchase price as of January 30, 2015 is summarized as follows: Final Purchase Price Allocation Current assets $ 738,279 Property and equipment 27,194 Identifiable intangible assets 2,370,000 Goodwill 2,468,289 Security deposits 18,553 Current liabilities (605,376 ) Total estimated consideration $ 5,016,939 The Company has recorded $2,468,289 in goodwill from the Ebyline acquisition as of December 31, 2015 . This amount represents the excess of the purchase consideration of an acquired business over the fair value of the underlying net tangible and intangible assets. See Note 5 for further discussion regarding the identifiable intangible assets and goodwill. There are many synergies between the business operations of Ebyline and IZEA including a database of creators that can provide content and advertising and synergies between our online marketplaces that appeal to customers on both sides. The Ebyline operations are included in the consolidated financial statements beginning on the date of acquisition of January 30, 2015. The Ebyline operations contributed revenue of $8,001,882 and gross profit of $942,089 in the consolidated statements of operations for eleven months from January 31, 2015 through December 31, 2015 . The following unaudited pro forma summary presents consolidated information of IZEA, Inc. as if the business combination with Ebyline had occurred on January 1, 2014: Pro Forma Year Ended Pro Forma Year Ended 12/31/2015 12/31/2014 (Unaudited) (Unaudited) Pro-Forma Revenue $ 21,178,040 $ 16,225,703 Pro-Forma Cost of Sales 12,887,062 9,972,253 Pro-Forma Gross Profit 8,290,978 6,253,450 Pro-Forma Net Income (Loss) (11,398,336 ) 1,320,882 IZEA did not have any material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The pro forma revenue and earnings calculations have been calculated after applying the Company's accounting policies on revenue recognition and adjusting the results to reflect the additional depreciation and amortization that would have been charged assuming the fair value adjustments to property and equipment and intangible assets had been applied from January 1, 2014. The Company incurred $87,906 in acquisition-related costs which are included in general and administrative expense on the Company's income statement for the twelve months ended December 31, 2015 . These costs are reflected in pro forma earnings for the twelve months ended December 31, 2014 . |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | INTANGIBLE ASSETS AND GOODWILL The identifiable intangible assets in the Ebyline purchase price allocation consist of the following assets: Accumulated Amortization Net Book Value Useful Life (in years) Identifiable Intangible Assets Initial Value 12/31/2015 12/31/2015 Content provider network $ 30,000 27,500 2,500 1 Ebyline trade name 40,000 36,667 3,333 1 Workflow customers 210,000 64,167 145,833 3 Developed technology 300,000 55,000 245,000 5 Virtual Newsroom customers 1,790,000 546,944 1,243,056 3 Total Ebyline identifiable intangible assets $ 2,370,000 $ 730,278 $ 1,639,722 Domains 166,469 — 166,469 5 Total identifiable intangible assets $ 2,536,469 $ 730,278 $ 1,806,191 The Company is amortizing the identifiable intangible assets over a weighted average period of 3 years. Amortization expense on the Ebyline related identifiable intangible assets costs recorded in general and administrative expense in the accompanying consolidated statements of operations was $730,278 for the twelve months ended December 31, 2015 . Future estimated amortization expense related to identifiable intangible assets over the next five years is set forth in the following schedule: Year ending December 31: Amortization Expense 2016 $ 765,794 2017 759,961 2018 148,849 2019 93,294 2020 38,293 Total $ 1,806,191 The Company performs its annual impairment tests of goodwill on October 1st of each year. Goodwill is required to be tested for impairment at the reporting unit level. The Company has determined that prior to and after the acquisition of Ebyline, it had and continues to have one reporting unit. As of October 1, 2015, the estimated fair value of the Company, based on the current market price of its common stock on October 1, 2015, exceeded its carrying value in excess of $25 million . Therefore, management concluded that goodwill was not impaired; however, significant changes in the assumptions or estimates used in the Company's impairment analysis, such as a reduction in profitability and/or cash flows, could result in additional non-cash impairment charges in future periods. Goodwill or any impairment thereon is not deductible for tax purposes. |
Notes Payable (Notes)
Notes Payable (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | NOTES PAYABLE Bridge Bank Credit Agreement On March 1, 2013, the Company entered into a secured credit facility agreement with Bridge Bank, N.A. of San Jose, California, and expanded this facility with an agreement on April 13, 2015. Pursuant to this agreement, the Company may submit requests for funding up to 80% of its eligible accounts receivable up to a maximum credit limit of $5 million . This agreement is secured by the Company's accounts receivable and substantially all of the Company's other assets. The agreement renews annually and requires the Company to pay an annual facility fee of $20,000 ( 0.4% of the credit limit) and an annual due diligence fee of $1,000 . Interest accrues on the advances at the rate of prime plus 2% per annum. The default rate of interest is prime plus 7% . If the agreement is terminated prior to May 1, 2016, the Company will be required to pay a termination fee of .70% of the credit limit divided by 80% . As of December 31, 2015 , the Company had no advances outstanding under this agreement. The Company incurred $23,184 and $6,000 in costs related to this credit facility and expansion during the twelve months ended December 31, 2015 and 2014 , respectively. These costs are capitalized in the Company's consolidated balance sheet within other current assets and are amortized to interest expense over one year . The Company amortized $18,388 and $10,217 of these costs through interest expense during the twelve months ended December 31, 2015 and 2014 , respectively. The remaining value of the capitalized loan costs related to the Bridge Bank Credit Agreement as of December 31, 2015 is $ 5,796 . This amount will be amortized to interest expense during fiscal 2016. |
Derivative Financial Instrument
Derivative Financial Instruments (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities Disclosure [Text Block] | DERIVATIVE FINANCIAL INSTRUMENTS The Company evaluates its warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with paragraph 810-10-05-4 and 815-40-25 of the FASB Accounting Standards Codification. The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the Consolidated Statement of Operations as other income or expense. Upon registration of the shares, changes in price-based anti-dilution adjustments, conversion or exercise, as applicable, of a derivative instrument, the instrument is marked to fair value at the date of the occurrence of the event and then that fair value is reclassified to equity. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Instruments that are initially classified as equity that become subject to reclassification are reclassified to a liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months after the balance sheet date. Warrant Liability 2014 Activity: On February 21, 2014, the Company issued Series A five -year warrants to purchase 857,158 shares of the Company's common stock at an exercise price of $7.00 per share and Series B five -year warrants to purchase 857,158 shares of the Company's common stock at an exercise price of $10.00 per share pursuant to the terms of the securities purchase agreements entered into in connection with a private placement of its shares in February 2014 (the "2014 Private Placement"). As part of the 2014 Private Placement, the Company also issued a Series A five -year warrant to purchase up to 37,526 shares of the Company's common stock at an exercise price of $7.00 per share and a Series B five -year warrant to purchase up to 37,526 shares of the Company' common stock at an exercise price of $10.00 per share to the placement agent. The Company determined that these warrants (the “2014 Warrants”) required classification as a liability due to provisions for potential exercise price adjustments. The Company determined that the fair value of the 2014 Warrants on their issuance date on February 21, 2014 was $12,382,216 . These shares are currently registered with the SEC pursuant to the Post-Effective Amendment No. 2 to the Registration Statement on Form S-1 (File No. 333-195081) filed by the Company on April 30, 2015, which was declared effective by the SEC on May 4, 2015. From July 20, 2015 through August 14, 2015, the Company offered a 26% discount on the warrant exercise prices to investors holding the 2014 Warrants. If and to the extent a holder did not exercise its 2014 Warrants at the reduced exercise prices during this time period, the exercise prices of any unexercised 2014 Warrants remain at their original exercise prices of $7.00 and $10.00 per share for the series A and series B 2014 Warrants, respectively. In exchange for the reduction in the warrant exercise price, the investors holding a majority of the 2014 Warrants agreed to amend the 2014 Warrants to remove the price-based anti-dilution adjustment provisions contained in the 2014 Warrants. The removal of these provisions from the 2014 Warrants eliminated the provision that required liability classification of the 2014 Warrants and quarterly non-cash adjustments reflecting changes in the fair value of the derivative liability on the Company’s financial statements. Except for the temporarily reduced exercise prices and elimination of the anti-dilution adjustment provisions in the 2014 Warrants, the terms of the 2014 Warrants remain unchanged. As a result of the amendment in the 2014 Warrants terms, the 2014 Warrants no longer require liability classification after August 14, 2015. At the close of the offer period on August 14, 2015, investors exchanged and converted 1,392,832 shares underlying the 2014 Warrants at the 26% discount for total proceeds of $8,760,805 . The amendment of the 2014 Warrants to reduce the exercise price required the Company to treat the adjustment as an exchange whereby it computed the fair value of the 2014 Warrants immediately prior to the price reduction and the fair value of the 2014 Warrants after the price reduction. The $1,197,821 change in the fair value of the 2014 Warrants as a result of the price reduction was treated as a loss on exchange and recorded in the Company's consolidated statements of operations during the twelve months ended December 31, 2015 . As a result of the above transactions, the fair value of $5,348,408 on the 1,392,832 exercised 2014 Warrants and the fair value of $1,181,638 on the 396,536 remaining unexercised 2014 Warrants as of August 14, 2015 was moved to equity as of August 14, 2015. 2013 Activity: From August 15, 2013 through September 23, 2013, the Company issued five-year warrants to purchase 355,914 shares of its common stock at an exercise price of $5.00 per share and five-year warrants to purchase 355,914 shares of its common stock at an exercise price of $10.00 per share pursuant to the terms of the Securities Purchase Agreements entered into in connection with a private placement of its shares (the "2013 Private Placement"). The Company determined that these warrants (the “2013 Warrants”) required classification as a liability due to certain registration rights in the agreements that required the Company to file a registration statement with the SEC for purposes of registering the resale of the shares underlying the 2013 Warrants. The Company determined that the fair value of these warrants on their issuance date was $2,344,899 . The Company originally filed a registration statement on Form S-1 (No. 333-191743) with the SEC on October 16, 2013, which was declared effective by the SEC on November 8, 2013 for the registration of the resale of 174,732 shares underlying the 2013 Warrants. The Company subsequently filed a registration statement on Form S-1 (No. 333-197482) related to the resale of the remaining shares underlying the 2013 Warrants on July 17, 2014, which was declared effective by the SEC on July 29, 2014. As a result of the registration, the 2013 Warrants no longer require liability classification and their fair value of $3,166,482 was reclassified to equity in July 2014. 2012 Activity: The Company determined that 5,502 warrant shares issued in its September 2012 public offering still require classification as a liability due to certain registration rights and listing requirements in the agreements. The fair value and outstanding derivative warrant liability related to these warrant shares as of December 31, 2015 was $5,060 . 2011 Activity: The Company determined that 680 warrant shares remaining from its May 2011 Stock Offering and 14 warrant shares issued in July 2011 for a customer list acquisition still require classification as a liability due to certain registration rights and listing requirements in the agreements. The fair value and outstanding derivative warrant liability related to these warrant shares as of December 31, 2015 was $0 . During the twelve months ended December 31, 2015 and 2014 , the Company recorded a loss of $2,133,820 and a gain of $7,845,214 , respectively, due to the change in the fair value of its warrant liability. The following table summarizes the Company's activity and fair value calculations of its derivative warrants for the twelve months ended December 31, 2015 and 2014 : Linked Common Shares to Derivative Warrants Warrant Liability Balance, December 31, 2013 718,024 $ 1,832,945 Issuance of warrants to investors in 2014 Private Placement 1,789,368 12,382,216 Reclassification of fair value of 2013 Private Placement warrants to equity (711,828 ) (3,166,482 ) Change in fair value of derivatives — (7,845,214 ) Balance, December 31, 2014 1,795,564 $ 3,203,465 Exercise of warrants for common stock (1,392,832 ) (5,348,408 ) Loss on exchange of warrants — 1,197,821 Reclassification of fair value of 2014 Private Placement warrants to equity (396,536 ) (1,181,638 ) Change in fair value of derivatives — 2,133,820 Balance, December 31, 2015 6,196 $ 5,060 The Company's warrants were valued on the applicable dates using a Binomial Lattice Option Valuation Technique (“Binomial”). Significant inputs into this technique as of December 31, 2014 , August 14, 2015 and December 31, 2015 were as follows: Binomial Assumptions December 31, August 14, December 31, Fair market value of asset (1) $5.60 $8.40 $7.66 Exercise price $7-$25 $5-$10 $25.00 Term (2) 2.7 - 4.2 years 3.5 years 1.7 years Implied expected life (3) 2.7 - 4.2 years 3.5 years 1.7 years Volatility range of inputs (4) 42%--71% 41%--50% 83.00% Equivalent volatility (3) 48%--54% 47.00% 83.00% Risk-free interest rate range of inputs (5) 1.10%--1.38% 1.08% 1.06% Equivalent risk-free interest rate (3) 1.10%--1.38% 1.08% 1.06% (1) The fair market value of the asset was determined by using the Company's closing stock price as reflected in the over-the-counter market. (2) The term is the contractual remaining term, allocated among twelve equal intervals for purposes of calculating other inputs, such as volatility and risk-free rate. (3) The implied expected life, and equivalent volatility and risk-free interest rate amounts are derived from the binomial. (4) The Company does not have a market trading history upon which to base its forward-looking volatility. Accordingly, the Company selected peer companies that provided a reasonable basis upon which to calculate volatility for each of the intervals described in (2), above. (5) The risk-free rates used for inputs represent the yields on zero coupon U.S. Government Securities with periods to maturity consistent with the intervals described in (2), above. |
Commitments and Contingencies (
Commitments and Contingencies (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | COMMITMENTS & CONTINGENCIES Lease Commitments Operating Leases The corporate headquarters are located at 480 N. Orlando Avenue, Suite 200 in Winter Park, Florida. The company occupies this office pursuant to a five-year, five-month sublease agreement that expires in April 2019 and is renewable for one additional year until April 30, 2020. The Company leases approximately 15,500 square feet based on an annually increasing rate of $17.50 to $22.50 per square foot over the lease term. The Company leases approximately 4,125 square feet of office space at an annually increasing rate of $36.00 to $37.26 per square foot in Sherman Oaks, California under a two-year contract that expires on December 31, 2016. The Company also leases flexible office space under a one-year contract in Chicago and a quarter-to-quarter contract in Toronto. Capital Leases During 2013 and 2014, the Company entered into capital leases for equipment which expire on various dates between December 2015 and January 2016. Total obligations outstanding under capital leases were $7,291 at December 31, 2015 . See Note 2 for more information on the Company's equipment under capital leases. A summary of future minimum lease payments under the Company's non-cancelable leases as of December 31, 2015 is as follows: Year ending December 31: Capital Leases Operating Leases 2016 $ 7,504 $ 546,372 2017 — 330,908 2018 — 333,417 2019 — 113,516 Total minimum lease payments 7,504 $ 1,324,213 Less amount representing interest (213 ) Total principal lease payments 7,291 Less current maturities (7,291 ) Total long term obligations $ — Total rent expense recorded in general and administrative expense in the accompanying consolidated statements of operations was approximately $492,000 and $263,000 for the twelve months ended December 31, 2015 and 2014 , respectively. Retirement Plans In December 2007, the Company introduced a 401(k) plan that covered all eligible employees. The Company matches participant contributions in an amount equal to 50% of each participant's contribution up to 8% of the participant's salary. The participants become vested in 20% annual increments after two years of service. During the twelve months ended December 31, 2015 and 2014 , the Company incurred $125,262 and $47,682 , respectively, in expense for matching employer contributions. Litigation From time to time, the Company may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. Litigation is, however, subject to inherent uncertainties, and an adverse result in these or other matters may harm the Company's business. Other than as described below, 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 its operations or financial position. On October 17, 2012, Blue Calypso, Inc. filed a complaint against the Company alleging that the Company infringed their patents related to peer-to-peer advertising between mobile communication devices. On July 19, 2013, Blue Calypso’s case against the Company was consolidated, along with other patent infringement cases against Groupon, Inc., Yelp, Inc. and Foursquare Labs, Inc., into Blue Calypso, Inc. v. Groupon et al for all pretrial purposes, including discovery and claim construction. On August 17, 2015, the Company entered into a settlement agreement with Blue Calypso ending all outstanding litigation between the two companies. Under the agreement, the Company agreed to pay Blue Calypso a settlement amount of $390,506 , representing a royalty fee of 4.125% of revenue from the Company's legacy platforms: SocialSpark, Sponsored Tweets, and WeReward. This royalty fee was assessed on those legacy platforms from their inception until the time they were all discontinued by the end of 2014. Blue Calypso has dismissed with prejudice all pending litigation against the Company and has granted the Company a worldwide covenant not to sue covering the IZEAx and Ebyline platforms or any reasonable iteration thereof. The Company developed the IZEAx and Ebyline platforms in a manner such that it believes they do not infringe Blue Calypso's current patents. The Company paid $200,000 upon execution of the agreement and is paying the balance in equal quarterly installments of $23,813.25 over 24 months beginning in November 2015. The Company recorded the entire amount of the settlement in general and administrative expense during the twelve months ended December 31, 2015 . The remaining balance owed of $166,693 is recorded in accrued expenses as of December 31, 2015 . |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | STOCKHOLDERS' EQUITY Authorized Shares The Company has 200,000,000 authorized shares of common stock and 10,000,000 authorized shares of preferred stock, each with a par value of $0.0001 per share. Reverse Stock Split On January 6, 2016, the Company filed a Certificate of Change with the Secretary of State of Nevada to effect a reverse stock split of the issued and outstanding shares of its common stock at a ratio of one share for every 20 shares outstanding prior to the effective date of the reverse stock split. All current and historical information contained herein related to the share and per share information for the Company's common stock or stock equivalents reflects the 1-for-20 reverse stock split of the Company's outstanding shares of common stock that became market effective on January 11, 2016. There was no change in the Company's authorized common shares. 2014 Private Placement On February 21, 2014, the Company completed a private placement pursuant to a Purchase Agreement dated as of February 12, 2014, for the issuance and sale of 1,714,297 shares of its common stock, at a purchase price of $7.00 per share, for gross proceeds of $12,000,000 ("2014 Private Placement"). As part of the private placement, the investors received warrants to purchase up to 857,158 shares of the Company's common stock at an exercise price of $7.00 per share and warrants to purchase up to another 857,158 shares of the Company's common stock at an exercise price of $10.00 per share. The warrants expire on February 21, 2019. At the closing of the private placement, the Company paid Craig-Hallum Capital Partners LLC, the exclusive placement agent for the private placement, cash compensation of $814,850 and two five-year warrants, one warrant to purchase up to 37,526 shares of the Company's common stock at an exercise price of $7.00 per share and another warrant to purchase up to 37,526 shares of the Company' common stock at an exercise price of $10.00 per share. The Company agreed, pursuant to the terms of a registration rights agreement with the investors, to (i) file a shelf registration statement with respect to the resale of the shares of its common stock sold to the investors and shares of its common stock issuable upon exercise of the warrants with the SEC within the sooner of 60 days after the closing date or 10 business days after the Company filed its Annual Report on Form 10-K for the year ended December 31, 2013; (ii) use its commercially reasonable best efforts to have the shelf registration statement declared effective by the SEC as soon as possible after the initial filing, and in any event no later than 90 days after the closing date (or 120 days in the event of a full review of the shelf registration statement by the SEC); and (iii) keep the shelf registration statement effective until all registrable securities may be sold pursuant to Rule 144 under the Securities Act of 1933, without the need for current public information or other restriction. If the Company is unable to comply with any of the above covenants, it will be required to pay liquidated damages to the investors in the amount of 1% of the investors’ purchase price per month until such non-compliance is cured, with such liquidated damages payable in cash. The Company filed a registration statement on Form S-1 related to these shares on April 7, 2014, which was declared effective by the SEC on May 14, 2014 (satisfying the terms of (i) and (ii) above). On February 21, 2015, the terms of (iii) were satisfied as securities may now be sold pursuant to Rule 144 one year after issuance. Warrant Transactions Warrant Issuances: On January 22, 2015, the Company issued a warrant to purchase 5,000 shares of its common stock to an investor relations consultant. The warrant was fully vested on the date of issuance, has an exercise price of $10.20 per share and expires on January 22, 2020. The fair value of the warrant upon issuance was $7,700 and the Company received $100 as compensation for the warrant. The fair value of the warrant issuance was recorded as an increase in additional paid-in capital in the Company's consolidated balance sheet and the net $7,600 compensation expense was recorded in general and administrative expense during the twelve months ended December 31, 2015 . On June 30, 2015, the Company issued a warrant to purchase 12,500 shares of its common stock to an investor relations consultant. The warrant was fully vested on the date of issuance, has an exercise price of $10.20 per share and expires on June 30, 2020. The fair value of the warrant upon issuance was $44,250 . The fair value of the warrant issuance was recorded as an increase in additional paid-in capital in the Company's consolidated balance sheet and compensation expense in general and administrative expense during the twelve months ended December 31, 2015 . Warrant Exercises: From July 20, 2015 through August 14, 2015, the Company offered a 25% discount on the warrant exercise prices to investors holding the series A and series B warrants to purchase common stock issued in its August - September 2013 private placement (the “2013 Warrants”) and a 26% discount on the warrant exercise prices to investors holding series A and series B warrants to purchase common stock issued in its February 2014 private placement (the “2014 Warrants” and together with the 2013 Warrants, the "Warrants"). If and to the extent a holder did not exercise its Warrants at the reduced exercise prices during this time period, the exercise prices of any unexercised Warrants remain at their original exercise prices of $5.00 and $10.00 per share for the series A and series B 2013 Warrants, respectively, and $7.00 and $10.00 per share for the series A and series B 2014 Warrants, respectively. The warrant exercise offer was made pursuant to the terms of Warrant Amendment and Exercise Agreements, dated July 20, 2015, entered into with holders owning more than 70% of the Company's outstanding 2013 and 2014 Warrants. In exchange for the reduction in the warrant exercise price, the investors holding a majority of the 2014 Warrants agreed to amend the 2014 Warrants to remove the price-based anti-dilution adjustment provisions contained in the 2014 Warrants. The removal of these provisions from the 2014 Warrants eliminated the provision that required liability classification of the 2014 Warrants and quarterly non-cash adjustments reflecting changes in the fair value of the derivative liability on the Company’s financial statements. Except for the temporarily reduced exercise prices and elimination of the anti-dilution adjustment provisions in the 2014 Warrants, the terms of the 2013 Warrants and 2014 Warrants remain unchanged. As a result of the amendment in the 2014 Warrants terms, the 2014 Warrants no longer require liability classification after August 14, 2015 (See Note 7). At the close of the offer period on August 14, 2015, investors exchanged and converted 1,392,832 shares underlying the 2014 Warrants at the 26% discount for total proceeds of $8,760,805 and 798,715 shares of the 2013 Warrants at the 25% discount for total proceeds of $4,100,252 . This resulted in the issuance of a total of 2,191,547 shares of common stock at an average exercise price of $5.87 per share for total proceeds of $12,861,057 . The exercise prices of any Warrants not exercised during the Warrant conversion offer period have reverted back to their original exercise prices. The amendment of the Warrants to reduce the exercise price required the Company to treat the adjustment as an exchange whereby it computed the fair value of the Warrants immediately prior to the price reduction and the fair value of the Warrants after the price reduction. The $1,197,821 and the $647,989 change in the fair value of the 2014 and 2013 Warrants, respectively, as a result of the price reduction, was treated as a $1,845,810 loss on exchange and recorded in the Company's consolidated statement of operations during the twelve months ended December 31, 2015 . As a result of the above transactions, the fair value of $5,348,408 on the 1,392,832 exercised 2014 Warrants and the fair value of $1,181,638 on the 396,536 remaining unexercised 2014 Warrants as of August 14, 2015 was moved to equity as of August 14, 2015. This reclassification plus the $647,989 loss on exchange of the 2013 Warrants already classified as equity reflects the $7,178,035 total change recorded in the Company's consolidated statement of stockholders' equity. The resale of the common stock underlying the 2013 and 2014 Warrants is covered by IZEA’s Registration Statements on Form S-1 (Registration Nos. 333-191743, 333-195081 and 333-197482), which are on file with the Securities and Exchange Commission. The Company had outstanding warrants to purchase a total of 523,115 shares of common stock outstanding with an average exercise price of $9.15 per share as of December 31, 2015 . Stock Options In May 2011, the Board of Directors adopted the 2011 Equity Incentive Plan of IZEA, Inc. (the “May 2011 Plan”). The May 2011 Plan allows the Company to grant options to purchase up to 1,000,000 shares as an incentive for its employees and consultants. As of December 31, 2015 , the Company had 173,651 shares of common stock available for future grants under the May 2011 Plan. On August 22, 2011, the Company adopted the 2011 B Equity Incentive Plan (the “August 2011 Plan”) reserving for issuance an aggregate of 4,375 shares of common stock under the August 2011 Plan. As of December 31, 2015 , the Company had no shares of common stock available for future grants under the August 2011 Plan. Under both the May 2011 Plan and the August 2011 Plan (together, the "2011 Equity Incentive Plans"), the Board of Directors determines the exercise price to be paid for the shares, the period within which each option may be exercised, and the terms and conditions of each option. The exercise price of the 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 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 of Directors at the time of grant, the right to purchase shares covered by any options under the 2011 Equity Incentive Plans typically vest on a straight-line basis over the requisite service period as follows: 25% of options shall vest one year from the date of grant and the remaining options shall vest monthly, in equal increments over the following three years . The term of the options is up to ten years . The Company issues new shares to the optionee for any stock awards or options exercised pursuant to its equity incentive plans. Pursuant to the employment agreement between the Company and Edward H. (Ted) Murphy, the Company's Chief Executive Officer, on November 30th each year, Mr. Murphy should receive annual stock options with a fair value of $150,000 vesting over four years in equal monthly installments. However, the number of underlying shares of common stock shall not exceed 40,000 shares. In the event the fair market value of the stock option grant is less than $150,000 as limited by the 40,000 share cap, Mr. Murphy will be entitled to receive either 50% of the difference in fair market value in cash or 100% of the value in Restricted Stock Units with the same vesting schedule as the stock options, at the sole discretion of the Board of Directors. Additionally, Mr. Murphy is eligible for annual bonus distributions up to $150,000 in stock options, limited to 40,000 shares, as determined by the Board of Directors, based on meeting and exceeding mutually agreed upon annual performance goals. During the twelve months ended December 31, 2015 , Mr. Murphy received options to purchase a total of 51,103 shares of the Company's common stock with exercise prices ranging from $7.80 to $8.40 as a result of this agreement. Pursuant to the employment agreement between the Company and Ryan S. Schram the Company's Chief Operating Officer, on January 1st each year, Mr. Schram should receive annual stock options with a fair value of $25,000 vesting over four years in equal monthly installments. However, the number of underlying shares of common stock shall not exceed 6,667 shares. In the event the fair market value of the stock option grant is less than $25,000 as limited by the 6,667 share cap, Mr. Schram will be entitled to receive either 50% of the difference in fair market value in cash or 100% of the value in Restricted Stock Units with the same vesting schedule as the stock options, at the sole discretion of the Board of Directors. Additionally, Mr. Schram is eligible for annual bonus distributions up to $25,000 in stock options, limited to 6,667 shares, as determined by the Board of Directors, based on meeting and exceeding mutually agreed upon annual performance goals. During the twelve months ended December 31, 2015 , Mr. Schram received options to purchase a total of 8,955 shares of the Company's common stock with exercise prices ranging from $5.60 to $8.40 as a result of this agreement. A summary of option activity under the 2011 Equity Incentive Plans for the twelve months ended December 31, 2015 and 2014 , is presented below: Options Outstanding Common Shares Weighted Average Exercise Price Weighted Average Remaining Life (Years) Outstanding at December 31, 2013 387,644 $ 10.18 8.1 Granted 217,952 $ 7.60 Exercised (63 ) $ 4.80 Forfeited (9,747 ) $ 17.00 Outstanding at December 31, 2014 595,786 $ 9.20 6.5 Granted 277,059 $ 7.43 Exercised — $ — Forfeited (42,246 ) $ 7.70 Outstanding at December 31, 2015 830,599 $ 8.65 6.8 Exercisable at December 31, 2015 368,673 $ 10.40 6.0 During the twelve months ended December 31, 2015 , no options were exercised. During the twelve months ended December 31, 2014 , options were exercised into 63 shares of common stock for cash proceeds of $300 . The intrinsic value of these options was $295 . The fair value of our stock on December 31, 2015 was $7.66 . The intrinsic value on all outstanding options as of December 31, 2015 was $1,112,950 . The intrinsic value on exercisable options as of December 31, 2015 was $687,702 . A summary of the nonvested stock option activity under the 2011 Equity Incentive Plans for the twelve months ended December 31, 2015 and 2014 , is presented below: Nonvested Options Common Shares Weighted Average Grant Date Fair Value Weighted Average Remaining Years to Vest Nonvested at December 31, 2013 290,457 $ 4.88 3.3 Granted 217,952 7.60 Vested (128,342 ) 4.56 Forfeited (7,975 ) 4.16 Nonvested at December 31, 2014 372,092 $ 4.00 3.0 Granted 277,059 7.43 Vested (147,759 ) 4.32 Forfeited (39,466 ) 3.44 Nonvested at December 31, 2015 461,926 $ 3.12 2.8 Stock-based compensation cost related to stock options granted under the 2011 Equity Incentive Plans is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the employee’s requisite service period. The Company estimates the fair value of each option award on the date of grant using a Black-Scholes option-pricing model that uses the assumptions stated in Note 1. Total stock-based compensation expense recognized on awards outstanding during the twelve months ended December 31, 2015 and 2014 was $705,466 and $538,263 , respectively. Stock-based compensation expense was recorded as $58,595 to sales and marketing and $646,871 to general and administrative expense in the Company's consolidated statement of operations during the twelve months ended December 31, 2015 . Stock-based compensation expense was recorded as $44,889 to sales and marketing and $493,374 to general and administrative expense in the Company's consolidated statement of operations during the twelve months ended December 31, 2014 . Future compensation related to nonvested awards expected to vest of $1,558,403 is estimated to be recognized over the weighted-average vesting period of approximately three years . Employee Stock Purchase Plan On April 16, 2014, stockholders holding a majority of the Company's outstanding shares of common stock, upon previous recommendation and approval of the Board of Directors, adopted the IZEA, Inc. 2014 Employee Stock Purchase Plan (the “ESPP”) and reserved 75,000 shares of the Company's common stock for issuance thereunder. Any employee regularly employed by our company for 90 days or more on a full-time or part-time basis ( 20 hours or more per week on a regular schedule) is eligible to participate in the ESPP. The ESPP operates in successive six month offering periods commencing at the beginning of each fiscal year half. Each eligible employee who has elected to participate may purchase up to 10% of their annual compensation in common stock not to exceed $21,250 annually or 1,000 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 trading day of the offering period or (ii) 85% of the fair market value of a share of common stock on the last trading day of the offering period. The ESPP will continue until January 1, 2024, unless otherwise terminated by the Board. As of December 31, 2015 , employees paid $76,170 to purchase 13,403 shares at the end of the offering periods. As of December 31, 2015 , the Company had 61,215 remaining shares of common stock available for future grants under the ESPP. Stock Issued for Services Effective January 1, 2014, the Company entered into a one year agreement to pay $7,500 per month and 5,000 shares of stock per quarter to a firm to provide investor relations services. In accordance with the agreement, the Company issued 5,000 shares of common stock valued at $30,110 on January 1, 2014 and 5,000 shares of common stock valued at $52,000 on April 1, 2014. This agreement was canceled in June 2014 and no further amounts are owed. The Company issued 9,624 shares of common stock valued at $75,000 to three directors for their service as directors of the Company during the year ended December 31, 2014 . On April 30, 2015 and on December 29, 2015, the Company issued 1,250 and 1,364 shares, respectively, of common stock valued at $18,700 for employee stock awards during the twelve months ended December 31, 2015 . On August 15, 2015, the Company issued 84,375 shares of common stock to Brian W. Brady for shares that were granted to him in 2013 as consideration for loans made to the Company. The Company issued 13,767 shares of common stock valued at $107,292 to five directors for their service as directors of the Company during the year ended December 31, 2015 . Total expense recognized for stock-based payments for services during the twelve months ended December 31, 2015 and 2014 was $125,992 and $166,610 , respectively, all of which is included in general and administrative expense in the consolidated statements of operations. The fair value of the services is based on the value of the Company's common stock over the term of service. |
Income Taxes (Notes)
Income Taxes (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | INCOME TAXES The components of the Company’s net deferred income taxes are as follows (rounded): December 31, December 31, Deferred tax assets: Net operating loss carry forwards $ 15,649,000 $ 10,643,000 Accrued expenses 187,000 92,000 Depreciation and amortization (682,000 ) 4,000 Stock option and warrant expenses 618,000 441,000 Accounts receivable 52,000 — Deferred rent 44,000 40,000 Other 3,000 3,000 Gross deferred income tax assets 15,871,000 11,223,000 Valuation allowance (15,871,000 ) (11,223,000 ) Total deferred income tax assets $ — $ — The following summary reconciles differences from taxes at the federal statutory rate with the effective rate: Years Ended December 31, 2015 2014 Federal income tax at statutory rates (34.0 )% (34.0 )% Change in deferred tax asset valuation allowance 28.8 % (52.3 )% Deferred state taxes (2.5 )% 4.6 % Non-deductible expenses: Meals & entertainment 0.3 % (0.4 )% Change in fair value of warrants 6.4 % 83.8 % ISO stock compensation 0.7 % (1.3 )% Other 0.3 % (0.4 )% Income taxes (benefit) at effective rates — % — % The Company has incurred net losses for tax purposes every year since inception. At December 31, 2015 , the Company had approximately $42,035,000 in net operating loss carryforwards for U.S. federal and state income tax purposes that expire in various amounts between the years of 2026 and 2035. The Company's ability to deduct its historical net operating losses may be limited in the future due to IRC Section 382 limitations as a result of the substantial issuances of common stock in 2012 through 2015. The change in valuation allowance for the twelve months ended December 31, 2015 and 2014 was an increase of $4,648,000 and $1,665,000 , respectively, resulting primarily from net operating losses generated during the periods. |
Earnings Per Common Share (Note
Earnings Per Common Share (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | EARNINGS (LOSS) PER COMMON SHARE Basic earnings (loss) per share is computed by dividing the net income or loss by the weighted-average number of shares of common stock outstanding during each period presented. Diluted earnings per share is computed by dividing the net income or loss by the weighted-average number of shares of common stock outstanding plus the additional dilutive securities that could be exercised or converted into common shares during each period presented less the amount of shares that could be repurchased using the proceeds from the exercises. Twelve Months Ended December 31, December 31, Net Income (Loss) $ (11,308,171 ) $ 3,184,064 Weighted average shares outstanding - basic 3,737,897 2,616,354 Basic income (loss) per share $ (3.03 ) $ 1.22 Net Income (Loss) $ (11,308,171 ) $ 3,184,064 Weighted average shares outstanding - basic 3,737,897 2,616,354 Potential shares from "in-the-money" options — 401,545 Potential shares from "in-the-money" warrants — 1,325,910 Potential shares from converted restricted stock units — 88,282 Less: Shares assumed repurchased under the Treasury Stock Method — (1,262,088 ) Weighted average shares outstanding - diluted 3,737,897 3,170,003 Diluted income (loss) per share $ (3.03 ) $ 1.00 The Company excluded the following weighted average items from the above computation of diluted earnings per common share as their effect would be anti-dilutive: Twelve Months Ended December 31, December 31, Stock options 723,834 61,924 Warrants 1,873,547 1,129,315 Restricted stock units 58,475 — Total excluded shares 2,655,856 1,191,239 |
Related Party Transactions (Not
Related Party Transactions (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | RELATED PARTY TRANSACTIONS In the 2014 Private Placement, Edward H. (Ted) Murphy, Brian W. Brady and Lindsay A. Gardner, directors of the Company, purchased 436 shares, 35,714 shares and 28,572 shares of the Company's common stock, respectively, at a purchase price of $7.00 per share, pursuant to a Purchase Agreement dated as of February 12, 2014. As part of the private placement, they each received warrants to purchase up to 50% of their number of shares of common stock at an exercise price of $7.00 per share and warrants to purchase up to another 50% of their number of shares of common stock at an exercise price of $10.00 per share. In the warrant exchange transaction completed on August 14, 2015 as discussed in Note 9, the Special Situations funds, the Company's largest institutional shareholder, and Brian W. Brady, a director of the Company, participated in the transaction by exercising warrants that they received in the Company's previous private placements. The Special Situations funds made a payment in the amount of $3,414,572 in consideration for 542,858 shares of the Company's common stock, and Mr. Brady made a payment in the amount of $2,460,208 in consideration for 502,940 shares of the Company's common stock. The Special Situations funds and Mr. Brady exercised their warrants at the same price and on the same terms and conditions as all other warrant holders in the transaction, the negotiation of which terms was led by the Special Situations funds and other institutional shareholders. Mr. Murphy and Mr. Gardner also participated in the warrant exchange transaction and made payments of $2,741 and $179,715 , respectively, in consideration for 436 and 28,572 , respective shares of the Company's common stock. During the twelve months ended December 31, 2014 , the Company incurred approximately $75,000 in legal fees payable to Northwest Broadcasting, Inc. where Brian Brady, a director, is the President and Chief Executive Officer. The legal fees are included as part of the offering related expenses in the 2014 Private Placement. |
Subsequent Events (Notes)
Subsequent Events (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | SUBSEQUENT EVENTS No material events have occurred after December 31, 2015 that require recognition or disclosure in the financial statements except as follows: Reverse Stock Split On January 6, 2016, the Company filed a Certificate of Change with the Secretary of State of Nevada to effect a reverse stock split of the issued and outstanding shares of its common stock at a ratio of one share for every 20 shares outstanding prior to the effective date of the reverse stock split. All current and historical information contained herein related to the share and per share information for the Company's common stock or stock equivalents reflects the 1-for-20 reverse stock split of the Company's outstanding shares of common stock that became market effective on January 11, 2016. There was no change in the Company's authorized common shares. Nasdaq Uplisting On January 25, 2016, the Company filed Form 8-A to register our securities pursuant to Section 12(b) of the Exchange Act. Thereafter, on January 26, 2016, the Company's shares of common stock commenced trading on the Nasdaq Capital Market under the symbol IZEA. Prior thereto, the Company's common stock was quoted on the OTCQB marketplace under the same symbol. Ebyline Payment On January 29, 2016, the Company issued 114,398 shares of common stock valued at $848,832 to the former Ebyline stockholders as settlement of the Company's annual installment payment of $938,532 less $89,700 in closing related expenses owed as part of the Stock Purchase Agreement. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The consolidated financial statements include the accounts of IZEA, Inc. and its wholly-owned subsidiary, IZEA Innovations, Inc. and its wholly-owned subsidiary, Ebyline, Inc. (together, the "Company"). All significant intercompany balances and transactions have been eliminated in consolidation. The consolidated financial statements were prepared using the acquisition method of accounting with IZEA considered the accounting acquirer of Ebyline. Under the acquisition method of accounting, the purchase price is allocated to the underlying Ebyline tangible and intangible assets acquired and liabilities assumed based on their respective fair market values with any excess purchase price allocated to goodwill. |
Reverse Stock Split [Policy Text Block] | Reverse Stock Split On January 6, 2016, the Company filed a Certificate of Change with the Secretary of State of Nevada to effect a reverse stock split of the issued and outstanding shares of its common stock at a ratio of one share for every 20 shares outstanding prior to the effective date of the reverse stock split. All current and historical information contained herein related to the share and per share information for the Company's common stock or stock equivalents reflects the 1-for-20 reverse stock split of the Company's outstanding shares of common stock that became market effective on January 11, 2016. There was no change in the Company's authorized common shares. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. |
Receivables, Policy [Policy Text Block] | Accounts Receivable and Concentration of Credit Risk Accounts receivable are customer obligations due under normal trade terms. Uncollectibility of accounts receivable is not significant since most customers are bound by contract and are required to fund the Company for all the costs of an “opportunity,” defined as an order created by an advertiser for a creator to write about the advertiser’s product. 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 the uncollectible portion of the account. Management determines the collectibility of accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition, credit history and current economic conditions. The Company had a reserve of $139,000 for doubtful accounts as of December 31, 2015 . The Company did not have a reserve for doubtful accounts as of December 31, 2014 . Management believes that this estimate is reasonable, but there can be no assurance that the estimate will not change as a result of a change in economic conditions or business conditions within the industry, the individual customers or the Company. Any adjustments to this account are reflected in the consolidated statements of operations as a general and administrative expense. Bad debt expense was less than 1% of revenue for the twelve months ended December 31, 2015 and 2014 . |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations of credit risk with respect to accounts receivable are typically limited because a large number of geographically diverse customers make up the Company’s customer base, thus spreading the trade credit risk. The Company also 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. At December 31, 2015 , the Company had one customer which accounted for 13% of total accounts receivable in the aggregate. At December 31, 2014 , the Company had two customers which accounted for 29% of total accounts receivable in the aggregate. The Company had one customer that accounted for 14% of its revenue during the twelve months ended December 31, 2015 and one customer that accounted for 10% of its revenue during the twelve months ended December 31, 2014 . |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment are recorded at cost, or if acquired in a business combination, at the acquisition date fair value. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the assets as follows: Computer Equipment 3 years Software Costs 3 years Office Equipment 3 - 10 years Furniture and Fixtures 5 - 10 years Leasehold improvements are depreciated over the shorter of the term of the lease or the estimated useful lives of the improvements. Property and equipment under capital leases are depreciated over their estimated useful lives. Expenditures for repairs and maintenance are charged to expense as incurred. Expenditures for betterments and major improvements are capitalized and depreciated over the remaining useful lives of the assets. The carrying amounts of assets sold or retired and the related accumulated depreciation are eliminated in the year of disposal, with resulting gains or losses included in general and administrative expense. |
Software Development Costs, Policy [Policy Text Block] | Software Development Costs In accordance with ASC 350-40, Internal Use Software and ASC 985-730, Computer Software Research and Development , research phase costs related to internal use software should be expensed as incurred and development phase costs including direct materials and services, payroll and benefits and interest costs may be capitalized. The Company amortizes software development costs equally over 5 years upon initial launch of the software or additional features. |
Intangible Assets, Finite-Lived, Policy [Policy Text Block] | Intangible Assets The Company acquired the majority of its intangible assets through its acquisition of Ebyline on January 30, 2015. The Company is amortizing the identifiable intangible assets over a period of 12 to 60 months. Management reviews long-lived assets, including property and equipment, software development costs and other intangible assets, for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset are compared with the asset's carrying amount to determine if there has been an impairment, which is calculated as the difference between the fair value of an asset and its carrying value. Estimates of future undiscounted cash flows are based on expected growth rates for the business, anticipated future economic conditions and estimates of residual values. Fair values take into consideration management estimates of risk-adjusted discount rates, which are believed to be consistent with assumptions that marketplace participants would use in their estimates of fair value. For the twelve months ended December 31, 2015 and 2014 , there were no impairment charges associated with the Company's long-lived assets. |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill Goodwill represents the excess of the purchase consideration of an acquired business over the fair value of the underlying net tangible and intangible assets. The Company has goodwill that has been recorded in connection with its acquisitions of businesses. Goodwill is not amortized, but instead it is tested for impairment at least annually. In the event that management determines that the value of goodwill has become impaired, the Company will record a charge for the amount of impairment during the fiscal quarter in which the determination is made. The Company performs its annual impairment tests of goodwill during the fourth quarter of each year, or more frequently, if certain indicators are present. Goodwill is required to be tested for impairment at the reporting unit level. A reporting unit is an operating segment or one level below the operating segment level, which is referred to as a component. Management identifies its reporting units by assessing whether components (i) have discrete financial information available; (ii) engage in business activities; and (iii) whether a segment manager regularly reviews the component's operating results. Net assets and goodwill of acquired businesses are allocated to the reporting unit associated with the acquired business based on the anticipated organizational structure of the combined entities. If two or more components are deemed economically similar, those components are aggregated into one reporting unit when performing the annual goodwill impairment review. The Company has determined that prior to and after the acquisition of Ebyline, it had and continues to have one reporting unit. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition The Company derives its revenue from three sources: revenue from an advertiser when it pays for a social media publisher or influencer such as a blogger or tweeter ("creators") to share sponsored content with their social network audience ("Sponsored Revenue"), revenue when a publisher or company purchases custom branded content for use on its owned and operated sites, as well as third party content marketing and native advertising efforts ("Content Revenue") and revenue derived from various service and license fees charged to users of our platforms ("Service Fee Revenue"). For managed customers, the Company enters into an agreement to provide services that may require multiple deliverables in the form of a) sponsored social items, such as blogs, tweets, photos or videos shared through a social network offerings that provide awareness or advertising buzz regarding the advertiser's brand; b) media advertisements, such as click-through advertisements appearing in websites and social media channels and c) original content items, such as a research or news article, informational material or videos that a publisher or brand can use. The Company may provide one type or a combination of all types of these deliverables including a management fee on a statement of work for a lump sum fee. These deliverables are to be provided over a stated period that may range from one day to one year. Each of these items are considered delivered once the content is live through a public or social network or content has been delivered to the customer for their own use. Revenue is accounted for separately on each of the deliverables in the time frames set forth below. The statement of work typically provides for a cancellation fee if the agreement is canceled by the customer prior to completion of services. Payment terms are typically 30 days from the invoice date. If the Company is unable to provide a portion of the services, it may agree with the customer to provide a different type of service or to provide a credit for the value of those services that may be applied to the existing order or used for future services. Sponsored Revenue is recognized and considered earned after an advertiser's sponsored content is posted through IZEAx and shared through a creator's social network for a requisite period of time. The requisite period ranges from 3 days for a tweet to 30 days for a blog, video or other form of content. Management fees related to Sponsored Revenue from advertising campaigns managed by the Company are recognized ratably over the term of the campaign which may range from a few days to months. Content Revenue is recognized when the content is delivered to and accepted by the customer. Service Fee Revenue results when fees are charged to customers primarily related to subscription fees for different levels of service within a platform, licensing fees for white-label use of IZEAx , early cash-out fees if a creator wishes to take proceeds earned for services from their account when the account balance is below certain minimum balance thresholds and inactivity fees for dormant accounts. Service Fee Revenue is recognized immediately when the service is performed or at the time an account becomes dormant or is cashed out. Service Fee Revenue for subscription or licensing fees are recognized straight-line over the term of service. Self-service advertisers must prepay for services by placing a deposit in their account with the Company. The deposits are typically paid by the advertiser via credit card. Advertisers who use the Company to manage their social advertising campaigns or content requests may prepay for services or request credit terms. Payments received or billings in advance of services are recorded as unearned revenue until earned as described above. All of the Company's revenue is generated through the rendering of services and is recognized under the general guidelines of SAB Topic 13 A.1 which states that revenue will be recognized when it is realized or realizable and earned. The Company considers its revenue as generally realized or realizable and earned once (i) persuasive evidence of an arrangement exists, (ii) services have been rendered, (iii) the price to the advertiser or customer is fixed (required to be paid at a set amount that is not subject to refund or adjustment) and determinable, and (iv) collectibility is reasonably assured. The Company records revenue on the gross amount earned since it generally is the primary obligor in the arrangement, it takes on credit risk, it establishes the pricing and determines the service specifications. |
Advertising Cost, Policy, Expensed Advertising Cost [Policy Text Block] | Advertising Costs Advertising costs are charged to expense as they are incurred, including payments to content creators to promote the Company. Advertising expense charged to operations for the twelve months ended December 31, 2015 and 2014 were approximately $411,000 and $827,000 , respectively. Advertising costs are included in sales and marketing expense in the accompanying consolidated statements of operations. |
Deferred Charges, Policy [Policy Text Block] | Deferred Rent The Company’s operating leases for its office facilities contain rent abatements and predetermined fixed increases of the base rental rate during the lease term. The Company accounts for rental expense on a straight-line basis over the lease term. The Company records the difference between the straight-line expense versus the actual amounts paid under the lease as deferred rent in the accompanying consolidated balance sheets. |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company has not recorded federal income tax expense due to the generation of net operating losses. Deferred income taxes are accounted for using the balance sheet approach which requires recognition of deferred tax assets and liabilities for the expected future consequences of temporary differences between the financial reporting basis and the tax basis of assets and liabilities. A valuation allowance is provided when it is more likely than not that a deferred tax asset will not be realized. The Company incurs minimal state franchise taxes in two states which is included in general and administrative expenses in the statements of operations. The Company identifies and evaluates uncertain tax positions, if any, and recognizes the impact of uncertain tax positions for which there is a less than more-likely-than-not probability of the position being upheld when reviewed by the relevant taxing authority. Such positions are deemed to be unrecognized tax benefits and a corresponding liability is established on the balance sheet. The Company has not recognized a liability for uncertain tax positions. If there were an unrecognized tax benefit, the Company would recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. The Company’s tax years subject to examination by the Internal Revenue Service are 2012, 2013 and 2014. |
Derivatives, Policy [Policy Text Block] | Derivative Financial Instruments Derivative financial instruments are defined as financial instruments or other contracts that contain a notional amount and one or more underlying factors (e.g., interest rate, security price or other variable), require no initial net investment and permit net settlement. Derivative financial instruments may be free-standing or embedded in other financial instruments. Further, derivative financial instruments are initially, and subsequently, measured at fair value and recorded as liabilities or, in rare instances, assets. The Company accounts for derivative instruments in accordance with ASC 815, Derivatives and Hedging (“ASC 815”), which requires additional disclosures about the Company’s objectives and strategies for using derivative instruments, how the derivative instruments and related hedged items are accounted for, and how the derivative instruments and related hedging items affect the financial statements. The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risk. Terms of equity instruments are reviewed to determine whether or not they contain embedded derivative instruments that are required under ASC 815 to be accounted for separately from the host contract, and recorded on the balance sheet at fair value. The fair value of derivative liabilities, if any, is required to be revalued at each reporting date, with corresponding changes in fair value recorded in current period operating results. Pursuant to ASC 815, an evaluation of specifically identified conditions is made to determine whether the fair value of warrants issued is required to be classified as equity or as a derivative liability. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments The Company’s financial instruments are recorded at fair value. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect certain market assumptions. There are three levels of inputs that may be used to measure fair value: • Level 1 – Valuation based on quoted market prices in active markets for identical assets and liabilities. • Level 2 – Valuation based on quoted market prices for similar assets and liabilities in active markets. • Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The Company does not have any Level 1 or 2 financial assets or liabilities. The Company’s Level 3 financial liabilities measured at fair value consisted of a warrant liability (see Note 7) and its acquisition cost liability (see Note 4) as of December 31, 2015 . Significant unobservable inputs used in the fair value measurement of the warrants include the estimated term and risk-adjusted interest rates. In developing our credit risk assumption used in the fair value of warrants, consideration was made of publicly available bond rates and US Treasury Yields. However, since the Company does not have a formal credit-standing, management estimated its standing among various reported levels and grades for use in the model. During all periods, management estimated that the Company's standing was in the speculative to high-risk grades (BB- to CCC in the Standard and Poor's Rating). Significant increases or decreases in the estimated remaining period to exercise or the risk-adjusted interest rate could result in a significantly lower or higher fair value measurement. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash and cash equivalents, accounts receivable, accounts payable, unearned revenue and accrued expenses. Unless otherwise disclosed, the fair value of the Company’s capital lease obligations approximate their carrying value based upon current rates available to the Company. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation Stock-based compensation cost related to stock options granted under the May 2011 Equity Incentive Plan and August 2011 B Equity Incentive Plan (together, the "2011 Equity Incentive Plans") (see Note 9) is measured at the grant date, based on the fair value of the award, and is recognized as a straight-lined expense over the employee’s requisite service period. The Company estimates the fair value of each option award on the date of grant using a Black-Scholes option-pricing model that uses the assumptions noted in the table below. The Company estimates the fair value of its common stock using the closing stock price of its common stock on the date of the option award. The Company estimates the volatility of its common stock at the date of grant based on the volatility of comparable peer companies that are publicly traded and have had a longer trading history than itself. The Company determines the expected life based on historical experience with similar awards, giving consideration to the contractual terms, vesting schedules and post-vesting forfeitures. The Company uses the risk-free interest rate on the implied yield currently available on U.S. Treasury issues with an equivalent remaining term approximately equal to the expected life of the award. The Company has never paid any cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future. The Company used the following assumptions for options granted under the 2011 Equity Incentive Plans during the twelve months ended December 31, 2015 and 2014 : Twelve Months Ended 2011 Equity Incentive Plans Assumptions December 31, December 31, Expected term 6 years 6 years Weighted average volatility 55.47% 42.26% Weighted average risk free interest rate 1.65% 1.80% Expected dividends — — The Company estimates forfeitures when recognizing compensation expense and this estimate of forfeitures is adjusted over the requisite service period based on the extent to which actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures are recognized through a cumulative catch-up adjustment, which is recognized in the period of change, and a revised amount of unamortized compensation expense to be recognized in future periods. Average expected forfeiture rates were 8.32% and 9.30% during the twelve months ended December 31, 2015 and 2014 , respectively. |
Non-Employee Stock-Based Compensation [Policy Text Block] | Non-Employee Stock-Based Payments The Company's accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of ASC 505, “Equity-Based Payments to Non-Employees.” The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor's performance is complete. The fair value of equity instruments issued to consultants that vest immediately is expensed when issued. The fair value of equity instruments issued to consultants that have future vesting and are subject to forfeiture if performance does not occur is recognized as expense over the vesting period. Fair values for the unvested portion of issued instruments are adjusted each reporting period. The change in fair value is recorded to additional paid-in capital. Stock-based payments related to non-employees is accounted for based on the fair value of the related stock or the fair value of the services, whichever is more readily determinable. |
Segment Reporting, Policy [Policy Text Block] | Segment Information The Company does not identify separate operating segments for management reporting purposes. The results of consolidated operations are the basis on which management evaluates operations and makes business decisions. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Reclassification, Policy [Policy Text Block] | Reclassifications Certain items have been reclassified in the 2014 financial statements to conform to the 2015 presentation. The Company has reclassified wages and other expenses related to its sales and marketing personnel out of general and administrative expense and into sales and marketing expense. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements There are new accounting pronouncements issued by the Financial Accounting Standards Board ("FASB") which are not yet effective. In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The standard is effective for annual periods beginning after December 15, 2017, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). The Company is currently evaluating the impact of the adoption of ASU 2014-09 on its consolidated financial statements and has not yet determined the method by which it will adopt the standard in 2018. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases . The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently evaluating the impact of the adoption of ASU 2016-02 on its consolidated financial statements. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the assets as follows: Computer Equipment 3 years Software Costs 3 years Office Equipment 3 - 10 years Furniture and Fixtures 5 - 10 years Property and equipment consists of the following: December 31, 2015 December 31, 2014 Furniture and fixtures $ 252,516 $ 203,965 Office equipment 53,265 42,576 Computer equipment 421,798 292,669 Leasehold improvements 314,400 289,230 Total 1,041,979 828,440 Less accumulated depreciation and amortization (445,971 ) (239,521 ) Property and equipment, net $ 596,008 $ 588,919 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The Company used the following assumptions for options granted under the 2011 Equity Incentive Plans during the twelve months ended December 31, 2015 and 2014 : Twelve Months Ended 2011 Equity Incentive Plans Assumptions December 31, December 31, Expected term 6 years 6 years Weighted average volatility 55.47% 42.26% Weighted average risk free interest rate 1.65% 1.80% Expected dividends — — |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the assets as follows: Computer Equipment 3 years Software Costs 3 years Office Equipment 3 - 10 years Furniture and Fixtures 5 - 10 years Property and equipment consists of the following: December 31, 2015 December 31, 2014 Furniture and fixtures $ 252,516 $ 203,965 Office equipment 53,265 42,576 Computer equipment 421,798 292,669 Leasehold improvements 314,400 289,230 Total 1,041,979 828,440 Less accumulated depreciation and amortization (445,971 ) (239,521 ) Property and equipment, net $ 596,008 $ 588,919 |
Software Development Costs (Tab
Software Development Costs (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Research and Development [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Software development costs consists of the following: December 31, 2015 December 31, 2014 Software development costs $ 1,021,446 $ 568,875 Less accumulated depreciation and amortization (207,514 ) (85,331 ) Software development costs, net $ 813,932 $ 483,544 |
Finite-lived Intangible Assets Amortization Expense [Table Text Block] | Future estimated amortization expense related to software development costs over the next five years is set forth in the following schedule: Year ending December 31: Software Amortization Expense 2016 $ 204,289 2017 204,289 2018 204,289 2019 118,958 2020 82,107 $ 813,932 |
Ebyline Acquisition (Tables)
Ebyline Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Business Acquisition [Line Items] | |
Business Combination Disclosure [Text Block] | The following unaudited pro forma summary presents consolidated information of IZEA, Inc. as if the business combination with Ebyline had occurred on January 1, 2014: Pro Forma Year Ended Pro Forma Year Ended 12/31/2015 12/31/2014 (Unaudited) (Unaudited) Pro-Forma Revenue $ 21,178,040 $ 16,225,703 Pro-Forma Cost of Sales 12,887,062 9,972,253 Pro-Forma Gross Profit 8,290,978 6,253,450 Pro-Forma Net Income (Loss) (11,398,336 ) 1,320,882 EBYLINE ACQUISITION Purchase Price On January 30, 2015, the Company purchased all of the outstanding shares of capital stock of Ebyline, pursuant to the terms of a Stock Purchase Agreement, dated as of January 27, 2015, by and among IZEA, Ebyline and the stockholders of Ebyline for a maximum purchase price to be paid over the next three years of $8,850,000 . The total consideration is made up of four components: (a) a cash payment of $1,200,000 paid at closing; (b) an issuance of IZEA Common Stock valued at $250,000 paid on July 30, 2015; (c) a cash or stock payment of up to an additional $1,900,000 ( subject to proportional reduction in the event Ebyline’s final 2014 revenue was below $8,000,000 ). Ebyline's final gross revenue for 2014 was $7,903,429 . As such, the total amount owed is $1,877,064 to be paid in two equal installments of $938,532 on January 30, 2016 and January 30, 2017; and (d) total contingent performance payments up to $5,500,000 based on Ebyline meeting certain revenue targets. The performance payments are to be made only if Ebyline achieves at least 90% of Content Revenue targets of $17,000,000 in 2015, $27,000,000 in 2016 and $32,000,000 in 2017. If Ebyline achieves at least 90% , but less than 100% of the Content Revenue targets, the performance payments owed of $1,800,000 , $1,800,000 and $1,900,000 for each of the three years ending December 31, 2015, 2016 and 2017, respectively, will be subject to adjustment. Anything below 90% of the Content Revenue targets will not be eligible for any performance payment. The performance payments are also subject to a 17% reduction in the event that either of the two executive employees retained during the acquisition were no longer employed at the end of the measurement year. Performance payments are due no later than 90 days after the measuring period and may be paid in cash or common stock, at the Company's option. Consideration Payable The fair value of the total estimated future consideration to be paid is as follows: Estimated Gross Purchase Consideration Initial Present and Fair Value Remaining Present and Fair Value 1/30/2015 1/30/2015 12/31/2015 Cash paid at closing $ 1,200,000 $ 1,200,000 $ — Guaranteed purchase price (a) 2,127,064 1,982,639 1,823,711 Contingent performance payments (b) 2,210,000 1,834,300 — Acquisition costs to be paid by Ebyline shareholders (c) — — (89,700 ) Total estimated consideration $ 5,537,064 $ 5,016,939 $ 1,734,011 Current portion of acquisition costs payable 844,931 Long term portion of acquisition costs payable 889,080 Total acquisition costs payable $ 1,734,011 (a) The guaranteed purchase price consideration, as detailed above, was discounted to present value using our current borrowing rate of prime plus 2% (5.25%) . Interest expense imputed on the acquisition costs payable in the accompanying consolidated statements of operations was $91,072 for the twelve months ended December 31, 2015 . Per the Stock Purchase Agreement, the Company issued 31,821 shares of its common stock valued at $250,000 to satisfy a portion of the guaranteed purchase price payment obligation on July 30, 2015. (b) The fair value of the $5,500,000 of contingent performance payments described above was calculated using a Monte-Carlo simulation to simulate revenue over the next three years. Since the contingent consideration has an option like structure, a risk-neutral framework is considered appropriate for the valuation. The Company started with a risk-adjusted measure of forecasted revenue (using a risk-adjusted discount rate of 8.5% ) and assumed it will follow geometric brownian motion to simulate the revenue at future dates. Once the initial revenue was estimated based off of projections made during the acquisition, payout was calculated for each year and present valued to incorporate the credit risk associated with these payments. The Company's initial value conclusion was based on the average payment from 100,000 simulation trials. The volatility used for the simulation was 35% . The Monte Carlo simulation resulted in a calculated fair value of contingent performance payments of $2,210,000 on January 30, 2015 . Because the contingent performance payments are subject to a 17% reduction related to the continued employment of certain key employees, ASC 805-10-55-25 indicates that a portion of these payments be treated as potential compensation to be accrued over the term rather than allocated to the purchase price. Therefore, the Company reduced its overall purchase price consideration by $357,700 and recorded the initial present value of the contingent performance payments at $1,834,300 . Based on actual results for 2015 and current projections for Content Revenue for 2016-2017, the Content Revenue for every year is expected to be below 90% of the required Content Revenues targets. Therefore, the Company estimated the fair value of contingent performance payments at $0 as of December 31, 2015 . The gain as a result of the decrease in the estimated fair value of contingent performance payments of $1,834,300 is recorded as a reduction of general and administrative expense in the Company's statements of operations during the twelve months ended December 31, 2015 . (c) According to the stock purchase agreement, certain acquisition costs paid by Ebyline during the acquisition process are to be paid by the selling shareholders. These costs will be deducted from the guaranteed payment on January 30, 2016. Purchase Price Allocation The final allocation of the purchase price as of January 30, 2015 is summarized as follows: Final Purchase Price Allocation Current assets $ 738,279 Property and equipment 27,194 Identifiable intangible assets 2,370,000 Goodwill 2,468,289 Security deposits 18,553 Current liabilities (605,376 ) Total estimated consideration $ 5,016,939 The Company has recorded $2,468,289 in goodwill from the Ebyline acquisition as of December 31, 2015 . This amount represents the excess of the purchase consideration of an acquired business over the fair value of the underlying net tangible and intangible assets. See Note 5 for further discussion regarding the identifiable intangible assets and goodwill. There are many synergies between the business operations of Ebyline and IZEA including a database of creators that can provide content and advertising and synergies between our online marketplaces that appeal to customers on both sides. The Ebyline operations are included in the consolidated financial statements beginning on the date of acquisition of January 30, 2015. The Ebyline operations contributed revenue of $8,001,882 and gross profit of $942,089 in the consolidated statements of operations for eleven months from January 31, 2015 through December 31, 2015 . The following unaudited pro forma summary presents consolidated information of IZEA, Inc. as if the business combination with Ebyline had occurred on January 1, 2014: Pro Forma Year Ended Pro Forma Year Ended 12/31/2015 12/31/2014 (Unaudited) (Unaudited) Pro-Forma Revenue $ 21,178,040 $ 16,225,703 Pro-Forma Cost of Sales 12,887,062 9,972,253 Pro-Forma Gross Profit 8,290,978 6,253,450 Pro-Forma Net Income (Loss) (11,398,336 ) 1,320,882 IZEA did not have any material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The pro forma revenue and earnings calculations have been calculated after applying the Company's accounting policies on revenue recognition and adjusting the results to reflect the additional depreciation and amortization that would have been charged assuming the fair value adjustments to property and equipment and intangible assets had been applied from January 1, 2014. The Company incurred $87,906 in acquisition-related costs which are included in general and administrative expense on the Company's income statement for the twelve months ended December 31, 2015 . These costs are reflected in pro forma earnings for the twelve months ended December 31, 2014 . |
Schedule of Business Acquisitions Consideration Payable [Table Text Block] | The fair value of the total estimated future consideration to be paid is as follows: Estimated Gross Purchase Consideration Initial Present and Fair Value Remaining Present and Fair Value 1/30/2015 1/30/2015 12/31/2015 Cash paid at closing $ 1,200,000 $ 1,200,000 $ — Guaranteed purchase price (a) 2,127,064 1,982,639 1,823,711 Contingent performance payments (b) 2,210,000 1,834,300 — Acquisition costs to be paid by Ebyline shareholders (c) — — (89,700 ) Total estimated consideration $ 5,537,064 $ 5,016,939 $ 1,734,011 Current portion of acquisition costs payable 844,931 Long term portion of acquisition costs payable 889,080 Total acquisition costs payable $ 1,734,011 |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The final allocation of the purchase price as of January 30, 2015 is summarized as follows: Final Purchase Price Allocation Current assets $ 738,279 Property and equipment 27,194 Identifiable intangible assets 2,370,000 Goodwill 2,468,289 Security deposits 18,553 Current liabilities (605,376 ) Total estimated consideration $ 5,016,939 |
Finite-lived Intangible Assets Amortization Expense [Table Text Block] | Future estimated amortization expense related to software development costs over the next five years is set forth in the following schedule: Year ending December 31: Software Amortization Expense 2016 $ 204,289 2017 204,289 2018 204,289 2019 118,958 2020 82,107 $ 813,932 |
Intangible Assets and Goodwil25
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block] | The identifiable intangible assets in the Ebyline purchase price allocation consist of the following assets: Accumulated Amortization Net Book Value Useful Life (in years) Identifiable Intangible Assets Initial Value 12/31/2015 12/31/2015 Content provider network $ 30,000 27,500 2,500 1 Ebyline trade name 40,000 36,667 3,333 1 Workflow customers 210,000 64,167 145,833 3 Developed technology 300,000 55,000 245,000 5 Virtual Newsroom customers 1,790,000 546,944 1,243,056 3 Total Ebyline identifiable intangible assets $ 2,370,000 $ 730,278 $ 1,639,722 Domains 166,469 — 166,469 5 Total identifiable intangible assets $ 2,536,469 $ 730,278 $ 1,806,191 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Year ending December 31: Amortization Expense 2016 $ 765,794 2017 759,961 2018 148,849 2019 93,294 2020 38,293 Total $ 1,806,191 The Company performs its annual impairment tests of goodwill on October 1st of each year. Goodwill is required to be tested for impairment at the reporting unit level. The Company has determined that prior to and after the acquisition of Ebyline, it had and continues to have one reporting unit. As of October 1, 2015, the estimated fair value of the Company, based on the current market price of its common stock on October 1, 2015, exceeded its carrying value in excess of $25 million . Therefore, management concluded that goodwill was not impaired; however, significant changes in the assumptions or estimates used in the Company's impairment analysis, such as a reduction in profitability and/or cash flows, could result in additional non-cash impairment charges in future periods. Goodwill or any impairment thereon is not deductible for tax purposes. |
Derivative Financial Instrume26
Derivative Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Binomial Lattice Option Valuation Technique [Member] | |
Derivative [Line Items] | |
Schedule of Price Risk Derivatives [Table Text Block] | The Company's warrants were valued on the applicable dates using a Binomial Lattice Option Valuation Technique (“Binomial”). Significant inputs into this technique as of December 31, 2014 , August 14, 2015 and December 31, 2015 were as follows: Binomial Assumptions December 31, August 14, December 31, Fair market value of asset (1) $5.60 $8.40 $7.66 Exercise price $7-$25 $5-$10 $25.00 Term (2) 2.7 - 4.2 years 3.5 years 1.7 years Implied expected life (3) 2.7 - 4.2 years 3.5 years 1.7 years Volatility range of inputs (4) 42%--71% 41%--50% 83.00% Equivalent volatility (3) 48%--54% 47.00% 83.00% Risk-free interest rate range of inputs (5) 1.10%--1.38% 1.08% 1.06% Equivalent risk-free interest rate (3) 1.10%--1.38% 1.08% 1.06% (1) The fair market value of the asset was determined by using the Company's closing stock price as reflected in the over-the-counter market. (2) The term is the contractual remaining term, allocated among twelve equal intervals for purposes of calculating other inputs, such as volatility and risk-free rate. (3) The implied expected life, and equivalent volatility and risk-free interest rate amounts are derived from the binomial. (4) The Company does not have a market trading history upon which to base its forward-looking volatility. Accordingly, the Company selected peer companies that provided a reasonable basis upon which to calculate volatility for each of the intervals described in (2), above. (5) The risk-free rates used for inputs represent the yields on zero coupon U.S. Government Securities with periods to maturity consistent with the intervals described in (2), above. |
Warrant [Member] | |
Derivative [Line Items] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block] | The following table summarizes the Company's activity and fair value calculations of its derivative warrants for the twelve months ended December 31, 2015 and 2014 : Linked Common Shares to Derivative Warrants Warrant Liability Balance, December 31, 2013 718,024 $ 1,832,945 Issuance of warrants to investors in 2014 Private Placement 1,789,368 12,382,216 Reclassification of fair value of 2013 Private Placement warrants to equity (711,828 ) (3,166,482 ) Change in fair value of derivatives — (7,845,214 ) Balance, December 31, 2014 1,795,564 $ 3,203,465 Exercise of warrants for common stock (1,392,832 ) (5,348,408 ) Loss on exchange of warrants — 1,197,821 Reclassification of fair value of 2014 Private Placement warrants to equity (396,536 ) (1,181,638 ) Change in fair value of derivatives — 2,133,820 Balance, December 31, 2015 6,196 $ 5,060 |
Commitments and Contingencies27
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments for Capital and Operating Leases [Table Text Block] | A summary of future minimum lease payments under the Company's non-cancelable leases as of December 31, 2015 is as follows: Year ending December 31: Capital Leases Operating Leases 2016 $ 7,504 $ 546,372 2017 — 330,908 2018 — 333,417 2019 — 113,516 Total minimum lease payments 7,504 $ 1,324,213 Less amount representing interest (213 ) Total principal lease payments 7,291 Less current maturities (7,291 ) Total long term obligations $ — |
Stockholders' Equity (Deficit28
Stockholders' Equity (Deficit) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of option activity under the 2011 Equity Incentive Plans for the twelve months ended December 31, 2015 and 2014 , is presented below: Options Outstanding Common Shares Weighted Average Exercise Price Weighted Average Remaining Life (Years) Outstanding at December 31, 2013 387,644 $ 10.18 8.1 Granted 217,952 $ 7.60 Exercised (63 ) $ 4.80 Forfeited (9,747 ) $ 17.00 Outstanding at December 31, 2014 595,786 $ 9.20 6.5 Granted 277,059 $ 7.43 Exercised — $ — Forfeited (42,246 ) $ 7.70 Outstanding at December 31, 2015 830,599 $ 8.65 6.8 Exercisable at December 31, 2015 368,673 $ 10.40 6.0 |
Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Nonvested Share Activity [Table Text Block] | A summary of the nonvested stock option activity under the 2011 Equity Incentive Plans for the twelve months ended December 31, 2015 and 2014 , is presented below: Nonvested Options Common Shares Weighted Average Grant Date Fair Value Weighted Average Remaining Years to Vest Nonvested at December 31, 2013 290,457 $ 4.88 3.3 Granted 217,952 7.60 Vested (128,342 ) 4.56 Forfeited (7,975 ) 4.16 Nonvested at December 31, 2014 372,092 $ 4.00 3.0 Granted 277,059 7.43 Vested (147,759 ) 4.32 Forfeited (39,466 ) 3.44 Nonvested at December 31, 2015 461,926 $ 3.12 2.8 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The components of the Company’s net deferred income taxes are as follows (rounded): December 31, December 31, Deferred tax assets: Net operating loss carry forwards $ 15,649,000 $ 10,643,000 Accrued expenses 187,000 92,000 Depreciation and amortization (682,000 ) 4,000 Stock option and warrant expenses 618,000 441,000 Accounts receivable 52,000 — Deferred rent 44,000 40,000 Other 3,000 3,000 Gross deferred income tax assets 15,871,000 11,223,000 Valuation allowance (15,871,000 ) (11,223,000 ) Total deferred income tax assets $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The following summary reconciles differences from taxes at the federal statutory rate with the effective rate: Years Ended December 31, 2015 2014 Federal income tax at statutory rates (34.0 )% (34.0 )% Change in deferred tax asset valuation allowance 28.8 % (52.3 )% Deferred state taxes (2.5 )% 4.6 % Non-deductible expenses: Meals & entertainment 0.3 % (0.4 )% Change in fair value of warrants 6.4 % 83.8 % ISO stock compensation 0.7 % (1.3 )% Other 0.3 % (0.4 )% Income taxes (benefit) at effective rates — % — % |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Basic earnings (loss) per share is computed by dividing the net income or loss by the weighted-average number of shares of common stock outstanding during each period presented. Diluted earnings per share is computed by dividing the net income or loss by the weighted-average number of shares of common stock outstanding plus the additional dilutive securities that could be exercised or converted into common shares during each period presented less the amount of shares that could be repurchased using the proceeds from the exercises. Twelve Months Ended December 31, December 31, Net Income (Loss) $ (11,308,171 ) $ 3,184,064 Weighted average shares outstanding - basic 3,737,897 2,616,354 Basic income (loss) per share $ (3.03 ) $ 1.22 Net Income (Loss) $ (11,308,171 ) $ 3,184,064 Weighted average shares outstanding - basic 3,737,897 2,616,354 Potential shares from "in-the-money" options — 401,545 Potential shares from "in-the-money" warrants — 1,325,910 Potential shares from converted restricted stock units — 88,282 Less: Shares assumed repurchased under the Treasury Stock Method — (1,262,088 ) Weighted average shares outstanding - diluted 3,737,897 3,170,003 Diluted income (loss) per share $ (3.03 ) $ 1.00 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | The Company excluded the following weighted average items from the above computation of diluted earnings per common share as their effect would be anti-dilutive: Twelve Months Ended December 31, December 31, Stock options 723,834 61,924 Warrants 1,873,547 1,129,315 Restricted stock units 58,475 — Total excluded shares 2,655,856 1,191,239 |
Summary of Significant Accoun31
Summary of Significant Accounting Policies - Nature of Business (Details Textual) | Jan. 30, 2015countries |
Accounting Policies [Abstract] | |
Network of content creators | 15,000 |
Number of countries illustrators are present | 84 |
Number of fully accredited journalism professionals | 2,000 |
Summary of Significant Accoun32
Summary of Significant Accounting Policies - Accounts Receivable and Concentration of Credit Risk (Details Textual) | 12 Months Ended | |
Dec. 31, 2015USD ($)customer | Dec. 31, 2014customer | |
Accounting Policies [Abstract] | ||
Allowance for doubtful accounts receivable | $ | $ 139,000 | |
Bad debt expense percentage of revenues (percentage) | 1.00% | 1.00% |
Accounts receivable, number of major customers (customers) | 1 | 2 |
Accounts receivable, major customer (percentage) | 29.00% | |
Revenue, number of major customer (customers) | 1 | 1 |
Revenue, major customer (percentage) | 14.00% | 10.00% |
Summary of Significant Accoun33
Summary of Significant Accounting Policies - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Computer Equipment [Member] | |
Significant Accounting Policies [Line Items] | |
Property, plant and equipment, useful life (in years) | 3 years |
Software Costs [Member] | |
Significant Accounting Policies [Line Items] | |
Property, plant and equipment, useful life (in years) | 3 years |
Office Equipment [Member] | Minimum [Member] | |
Significant Accounting Policies [Line Items] | |
Property, plant and equipment, useful life (in years) | 3 years |
Office Equipment [Member] | Maximum [Member] | |
Significant Accounting Policies [Line Items] | |
Property, plant and equipment, useful life (in years) | 10 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Significant Accounting Policies [Line Items] | |
Property, plant and equipment, useful life (in years) | 5 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Significant Accounting Policies [Line Items] | |
Property, plant and equipment, useful life (in years) | 10 years |
Summary of Significant Accoun34
Summary of Significant Accounting Policies - Software Development Costs (Details Textual) | 12 Months Ended |
Dec. 31, 2015 | |
Capitalized Software Development [Member] | |
Significant Accounting Policies [Line Items] | |
Useful Life (in years) | 5 years |
Summary of Significant Accoun35
Summary of Significant Accounting Policies - Intangible Assets (Details Textual) | 12 Months Ended |
Dec. 31, 2015 | |
Minimum [Member] | |
Significant Accounting Policies [Line Items] | |
Useful Life (in years) | 12 months |
Maximum [Member] | |
Significant Accounting Policies [Line Items] | |
Useful Life (in years) | 60 months |
Summary of Significant Accoun36
Summary of Significant Accounting Policies - Revenue Recognition (Details Textual) | 12 Months Ended |
Dec. 31, 2015 | |
Minimum [Member] | |
Significant Accounting Policies [Line Items] | |
Revenue recognition requisite period (in days) | 3 days |
Maximum [Member] | |
Significant Accounting Policies [Line Items] | |
Revenue recognition requisite period (in days) | 30 days |
Summary of Significant Accoun37
Summary of Significant Accounting Policies - Advertising Costs (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Selling and Marketing Expense [Member] | ||
Significant Accounting Policies [Line Items] | ||
Advertising expense | $ 411,000 | $ 827,000 |
Summary of Significant Accoun38
Summary of Significant Accounting Policies - Stock-Based Compensation (Details) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Significant Accounting Policies [Line Items] | ||
Current average expected forfeiture rate (percentage) | 8.32% | 9.30% |
Equity Incentive 2011 Plan [Member] | ||
Significant Accounting Policies [Line Items] | ||
Expected term (in years) | 6 years | 6 years |
Weighted average volatility (percentage) | 55.47% | 42.26% |
Weighted average risk free interest rate (percentage) | 1.65% | 1.80% |
Expected dividends | 0.00% | 0.00% |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 1,041,979 | $ 828,440 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 445,971 | 239,521 |
Property and equipment, net of accumulated depreciation of $445,971 and $239,521 | 596,008 | 588,919 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 252,516 | 203,965 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 53,265 | 42,576 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 421,798 | 292,669 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 314,400 | $ 289,230 |
Property and Equipment (Detai40
Property and Equipment (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Capital Leased Assets, Gross | $ 59,458 | $ 114,827 |
Capital Leases, Lessee Balance Sheet, Assets by Major Class, Accumulated Depreciation | 37,341 | 42,131 |
Property, Plant and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation, Depletion and Amortization | $ 206,670 | $ 109,823 |
Software Development Costs (Det
Software Development Costs (Details 1) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Software development costs | $ 2,536,469 | |
Less accumulated depreciation and amortization | (730,278) | $ 0 |
Software development costs, net | 1,806,191 | |
Software and Software Development Costs [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Software development costs | 1,021,446 | 568,875 |
Less accumulated depreciation and amortization | (207,514) | (85,331) |
Software development costs, net | $ 813,932 | $ 483,544 |
Software Development Costs (D42
Software Development Costs (Details 2) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | $ 765,794 | |
2,016 | 759,961 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 148,849 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 93,294 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 38,293 | |
Software development costs, net | 1,806,191 | |
Software and Software Development Costs [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | 204,289 | |
2,016 | 204,289 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 204,289 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 118,958 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 82,107 | |
Software development costs, net | $ 813,932 | $ 483,544 |
Software Development Costs (D43
Software Development Costs (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||
Initial Value | $ 2,536,469 | |
General and Administrative Expense [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Software development amortization expense | $ 122,183 | $ 85,331 |
Ebyline Acquisition (Details Te
Ebyline Acquisition (Details Textual) - USD ($) | Jul. 31, 2015 | Jan. 30, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | |||||||
Gain on change in value of contingent acquisition costs payable | $ 1,834,300 | $ 0 | |||||
Number of simulation trials | 100,000 | ||||||
Amortization of software development costs and other intangible assets | $ 852,461 | 95,548 | |||||
Fair value assumptions, risk adjusted discount | 8.50% | ||||||
Fair value assumption, simulation trials volatility rate | 35.00% | ||||||
Revenue | $ 20,467,926 | 8,322,274 | |||||
Gross Profit | $ 8,231,010 | 5,476,441 | |||||
Ebyline, Inc. [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business combination, contingent consideration arrangement, target revenue rate of reduction | 17.00% | ||||||
Business combinations, separately recognized transactions, content only revenue | $ 17,000,000 | ||||||
Acquisition costs, interest rate terms | borrowing rate of prime plus 2% (5.25%) | ||||||
Interest expense, acquisition costs | $ 91,072 | ||||||
Business combination, contingent consideration arrangements, basis for amount | subject to proportional reduction in the event Ebyline’s final 2014 revenue was below $8,000,000 | ||||||
Business Acquisition, Revenue Reported by Acquired Entity for Last Annual Period | $ 7,903,429 | ||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 1,877,064 | ||||||
Business Combination, Consideration Transferred, Payment Period | 3 years | ||||||
Business combination, consideration transferred | $ 5,016,939 | ||||||
Payments to Acquire Businesses, Gross | 1,200,000 | ||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 250,000 | ||||||
Business Combination, Contingent Consideration Arrangements, Change in Range of Outcomes, Contingent Consideration, Liability, Value, High | 1,900,000 | ||||||
Business Combination, Separately Recognized Transactions, Additional Disclosures, Acquisition Costs | 5,500,000 | $ 1,734,011 | |||||
Revenue | 8,001,882 | ||||||
Gross Profit | 942,089 | ||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 1,800,000 | ||||||
Paid in Two Equal Installments [Member] | Ebyline, Inc. [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Common stock, value, issued | 938,532 | ||||||
General and Administrative Expense [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Amortization of software development costs and other intangible assets | $ 730,278 | ||||||
Goodwill [Member] | Ebyline, Inc. [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business combination, consideration transferred | 2,468,289 | ||||||
Maximum [Member] | Ebyline, Inc. [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business combination, consideration transferred | 8,850,000 | ||||||
Achieves at least 90% of Content-Only Revenue [Member] | Ebyline, Inc. [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business combination, contingent consideration arrangements, target revenue | 90.00% | ||||||
Business Combination, Contingent Consideration Arrangements, Percentage of Performance Payment Owed | 90.00% | ||||||
Achieves less than 90% of Content-Only Revenue [Member] | Ebyline, Inc. [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business combination, contingent consideration arrangement, target revenue rate of reduction | 17.00% | ||||||
Business combination, contingent consideration arrangements, target revenue | 90.00% | ||||||
Estimated Gross Purchase Consideration [Member] | Ebyline, Inc. [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business combination, consideration transferred | 5,537,064 | ||||||
Payments to Acquire Businesses, Gross | 1,200,000 | ||||||
Fair Value of Contingent Performance Payments | [1] | $ 2,210,000 | $ 1,834,300 | ||||
Fair value of contingent performance payment, value, reduction related to continued employment of key employees | [1] | 357,700 | |||||
Remaining Present and Fair Value [Member] | Ebyline, Inc. [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business combination, consideration transferred | 1,734,011 | ||||||
Payments to Acquire Businesses, Gross | 0 | ||||||
Fair Value of Contingent Performance Payments | $ 0 | ||||||
Common Stock [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Stock issued for payment of acquisition liability (shares) | 31,821 | ||||||
Subsequent Event 2 [Member] | Ebyline, Inc. [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business combinations, separately recognized transactions, content only revenue | $ 27,000,000 | ||||||
Subsequent Event 3 [Member] | Ebyline, Inc. [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business combinations, separately recognized transactions, content only revenue | $ 32,000,000 | ||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 1,900,000 | ||||||
Subsequent event 1 [Member] | Ebyline, Inc. [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 1,800,000 | ||||||
[1] | The fair value of the $5,500,000 of contingent performance payments described above was calculated using a Monte-Carlo simulation to simulate revenue over the next three years. Since the contingent consideration has an option like structure, a risk-neutral framework is considered appropriate for the valuation. The Company started with a risk-adjusted measure of forecasted revenue (using a risk-adjusted discount rate of 8.5%) and assumed it will follow geometric brownian motion to simulate the revenue at future dates. Once the initial revenue was estimated based off of projections made during the acquisition, payout was calculated for each year and present valued to incorporate the credit risk associated with these payments. The Company's initial value conclusion was based on the average payment from 100,000 simulation trials. The volatility used for the simulation was 35%. The Monte Carlo simulation resulted in a calculated fair value of contingent performance payments of $2,210,000 on January 30, 2015. Because the contingent performance payments are subject to a 17% reduction related to the continued employment of certain key employees, ASC 805-10-55-25 indicates that a portion of these payments be treated as potential compensation to be accrued over the term rather than allocated to the purchase price. Therefore, the Company reduced its overall purchase price consideration by $357,700 and recorded the initial present value of the contingent performance payments at $1,834,300. Based on actual results for 2015 and current projections for Content Revenue for 2016-2017, the Content Revenue for every year is expected to be below 90% of the required Content Revenues targets. Therefore, the Company estimated the fair value of contingent performance payments at $0 as of December 31, 2015. The gain as a result of the decrease in the estimated fair value of contingent performance payments of $1,834,300 is recorded as a reduction of general and administrative expense in the Company's statements of operations during the twelve months ended December 31, 2015. |
Ebyline Acquisition (Details 1)
Ebyline Acquisition (Details 1) - USD ($) | Jan. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | ||||
Current portion of acquisition costs payable | $ 0 | |||
Acquisition costs payable, less current portion | $ 0 | |||
Ebyline, Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Payments to Acquire Businesses, Gross | $ 1,200,000 | |||
Business combination, consideration transferred | 5,016,939 | |||
Current portion of acquisition costs payable | $ 844,931 | |||
Acquisition costs payable, less current portion | 889,080 | |||
Business Combination, Separately Recognized Transactions, Additional Disclosures, Acquisition Costs | 5,500,000 | 1,734,011 | ||
Estimated Gross Purchase Consideration [Member] | Ebyline, Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Payments to Acquire Businesses, Gross | 1,200,000 | |||
Present Value of the Guaranteed Purchase Price | [1] | 2,127,064 | ||
Fair Value of Contingent Performance Payments | [2] | 2,210,000 | 1,834,300 | |
Business combination, consideration transferred | 5,537,064 | |||
Initial Present Value [Member] | Ebyline, Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Payments to Acquire Businesses, Gross | 1,200,000 | |||
Present Value of the Guaranteed Purchase Price | [1] | 1,982,639 | ||
Fair Value of Contingent Performance Payments | [2] | 1,834,300 | ||
Business combination, consideration transferred | $ 5,016,939 | |||
Remaining Present and Fair Value [Member] | Ebyline, Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Payments to Acquire Businesses, Gross | 0 | |||
Present Value of the Guaranteed Purchase Price | [1] | 1,823,711 | ||
Fair Value of Contingent Performance Payments | 0 | |||
Acquisition Costs Paid by the Acquiree Shareholders | [3] | (89,700) | ||
Business combination, consideration transferred | $ 1,734,011 | |||
[1] | The guaranteed purchase price consideration, as detailed above, was discounted to present value using our current borrowing rate of prime plus 2% (5.25%). Interest expense imputed on the acquisition costs payable in the accompanying consolidated statements of operations was $91,072 for the twelve months ended December 31, 2015. Per the Stock Purchase Agreement, the Company issued 31,821 shares of its common stock valued at $250,000 to satisfy a portion of the guaranteed purchase price payment obligation on July 30, 2015. | |||
[2] | The fair value of the $5,500,000 of contingent performance payments described above was calculated using a Monte-Carlo simulation to simulate revenue over the next three years. Since the contingent consideration has an option like structure, a risk-neutral framework is considered appropriate for the valuation. The Company started with a risk-adjusted measure of forecasted revenue (using a risk-adjusted discount rate of 8.5%) and assumed it will follow geometric brownian motion to simulate the revenue at future dates. Once the initial revenue was estimated based off of projections made during the acquisition, payout was calculated for each year and present valued to incorporate the credit risk associated with these payments. The Company's initial value conclusion was based on the average payment from 100,000 simulation trials. The volatility used for the simulation was 35%. The Monte Carlo simulation resulted in a calculated fair value of contingent performance payments of $2,210,000 on January 30, 2015. Because the contingent performance payments are subject to a 17% reduction related to the continued employment of certain key employees, ASC 805-10-55-25 indicates that a portion of these payments be treated as potential compensation to be accrued over the term rather than allocated to the purchase price. Therefore, the Company reduced its overall purchase price consideration by $357,700 and recorded the initial present value of the contingent performance payments at $1,834,300. Based on actual results for 2015 and current projections for Content Revenue for 2016-2017, the Content Revenue for every year is expected to be below 90% of the required Content Revenues targets. Therefore, the Company estimated the fair value of contingent performance payments at $0 as of December 31, 2015. The gain as a result of the decrease in the estimated fair value of contingent performance payments of $1,834,300 is recorded as a reduction of general and administrative expense in the Company's statements of operations during the twelve months ended December 31, 2015. | |||
[3] | According to the stock purchase agreement, certain acquisition costs paid by Ebyline during the acquisition process are to be paid by the selling shareholders. These costs will be deducted from the guaranteed payment on January 30, 2016. |
Ebyline Acquisition (Details 2)
Ebyline Acquisition (Details 2) - Ebyline, Inc. [Member] | Jan. 30, 2015USD ($) |
Business Acquisition [Line Items] | |
Business combination, consideration transferred | $ (5,016,939) |
Current Assets [Member] | |
Business Acquisition [Line Items] | |
Business combination, consideration transferred | (738,279) |
Property, Plant and Equipment [Member] | |
Business Acquisition [Line Items] | |
Business combination, consideration transferred | (27,194) |
Identifiable intangible assets [Member] | |
Business Acquisition [Line Items] | |
Business combination, consideration transferred | (2,370,000) |
Goodwill [Member] | |
Business Acquisition [Line Items] | |
Business combination, consideration transferred | (2,468,289) |
Security Deposit [Member] | |
Business Acquisition [Line Items] | |
Business combination, consideration transferred | (18,553) |
Current Liabilities [Member] | |
Business Acquisition [Line Items] | |
Business combination, consideration transferred | $ (605,376) |
Ebyline Acquisition (Details 4)
Ebyline Acquisition (Details 4) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | ||
Business Acquisition, Pro Forma Revenue | $ 21,178,040 | $ 16,225,703 |
Proforma Cost of Sales | 12,887,062 | 9,972,253 |
Business Combination Proforma Gross Profit | 8,290,978 | 6,253,450 |
Business Acquisition, Pro Forma Net Income (Loss) | (11,398,336) | $ 1,320,882 |
2,016 | 759,961 | |
2,017 | 148,849 | |
2,018 | 93,294 | |
2,019 | 38,293 | |
Software development costs, net | $ 1,806,191 |
Intangible Assets and Goodwil48
Intangible Assets and Goodwill (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of software development costs and other intangible assets | $ 852,461 | $ 95,548 |
General and Administrative Expense [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of software development costs and other intangible assets | $ 730,278 |
Intangible Assets and Goodwil49
Intangible Assets and Goodwill (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||
Initial Value | $ 2,536,469 | |
Accumulated Amortization | 730,278 | $ 0 |
Net Book Value | 1,806,191 | |
Domains [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Initial Value | 166,469 | |
Accumulated Amortization | 0 | |
Net Book Value | $ 166,469 | |
Useful Life (in years) | 5 years | |
Ebyline, Inc. [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Initial Value | $ 2,370,000 | |
Accumulated Amortization | 730,278 | |
Net Book Value | 1,639,722 | |
Ebyline, Inc. [Member] | Content Provider Network [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Initial Value | 30,000 | |
Accumulated Amortization | 27,500 | |
Net Book Value | $ 2,500 | |
Useful Life (in years) | 1 year | |
Ebyline, Inc. [Member] | Ebyline Trade Name [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Initial Value | $ 40,000 | |
Accumulated Amortization | 36,667 | |
Net Book Value | $ 3,333 | |
Useful Life (in years) | 1 year | |
Ebyline, Inc. [Member] | Workflow Customers [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Initial Value | $ 210,000 | |
Accumulated Amortization | 64,167 | |
Net Book Value | $ 145,833 | |
Useful Life (in years) | 3 years | |
Ebyline, Inc. [Member] | Developed Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Initial Value | $ 300,000 | |
Accumulated Amortization | 55,000 | |
Net Book Value | $ 245,000 | |
Useful Life (in years) | 5 years | |
Ebyline, Inc. [Member] | Virtual Newsroom Customers [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Initial Value | $ 1,790,000 | |
Accumulated Amortization | 546,944 | |
Net Book Value | $ 1,243,056 | |
Useful Life (in years) | 3 years |
Intangible Assets and Goodwil50
Intangible Assets and Goodwill (Details 2) | Dec. 31, 2015USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | $ 765,794 |
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 759,961 |
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 148,849 |
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 93,294 |
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 38,293 |
Total | $ 1,806,191 |
Notes Payable - Bridge Bank Cre
Notes Payable - Bridge Bank Credit Agreement (Details Textual) - Bridge Bank Credit Agreement [Member] - Secured Line of Credit Facility [Member] - USD ($) | Apr. 13, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | |||
Eligible securitization percentage of accounts receivable (percentage) | 80.00% | ||
Line of credit facility, maximum borrowing capacity | $ 5,000,000 | ||
Debt instrument, annual facility fee | $ 20,000 | ||
Line of credit facility, commitment fee percentage (percentage) | 0.40% | ||
Line of credit facility, annual due dilligence fee | $ 1,000 | ||
Debt Instrument, description of variable rate basis | prime plus 2% | ||
Debt instrument, description of default rate of interest | prime plus 7% | ||
Debt instrument, fee | If the agreement is terminated prior to May 1, 2016, the Company will be required to pay a termination fee of .70% of the credit limit divided by 80% | ||
Deferred finance costs, gross | $ 23,184 | $ 6,000 | |
Debt issuance cost amortization period (in years) | 1 year | ||
Amortization of financing costs | 18,388 | $ 10,217 | |
Deferred finance costs, net | $ 5,796 |
Derivative Financial Instrume52
Derivative Financial Instruments (Details Textuals) - USD ($) | Aug. 14, 2015 | Feb. 21, 2014 | Nov. 08, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Jul. 20, 2015 | Jun. 30, 2015 | Jan. 30, 2015 | Feb. 02, 2014 | Sep. 23, 2013 | |
Derivative [Line Items] | |||||||||||
Loss on exchange of warrants | $ 1,845,810 | $ 0 | |||||||||
Class of warrant or right, number of securities called by warrants or rights (shares) | 355,914 | ||||||||||
Class of warrant or right, exercise price of warrants or rights (per share) | $ 10.20 | $ 10.20 | |||||||||
Proceeds from warrant exercises (dollars) | $ 12,861,057 | ||||||||||
Reclassification of warrants from liability to equity | (3,166,482) | ||||||||||
Change in fair value of derivative | $ (2,133,820) | 7,845,214 | |||||||||
Warrant [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Fair market value of asset (per share) | [1] | $ 7.66 | |||||||||
Fair value of remaining unexercised warrants | $ (1,181,638) | ||||||||||
Remaining unexercised warrants, shares | (396,536) | ||||||||||
Loss on exchange of warrants | $ 1,197,821 | ||||||||||
Stockholders' equity note, changes in capital structure, subsequent changes to number of common shares | 174,732 | ||||||||||
Reclassification of warrants from liability to equity | (3,166,482) | ||||||||||
Change in fair value of derivative | $ 2,133,820 | (7,845,214) | |||||||||
Series A five-year warrants [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Class of warrant or right, expiration period | 5 years | ||||||||||
Class of warrant or right, number of securities called by warrants or rights (shares) | 1,714,297 | 857,158 | |||||||||
Class of warrant or right, exercise price of warrants or rights (per share) | $ 7 | $ 5 | |||||||||
Class of Warrant or Right, Outstanding | 37,526 | ||||||||||
Series B five-year warrants [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Class of warrant or right, exercise price of warrants or rights (per share) | $ 10 | ||||||||||
2013 Activity [Member] | Warrant [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Class of warrant or right, exercise price of warrants or rights (per share) | $ 10 | ||||||||||
Class of warrant or right, issued in private placement | 2,344,899 | ||||||||||
2012 Activity [Member] | Warrant [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Issuance of warrants, public offering (shares) | 5,502 | ||||||||||
Derivative liability, fair value, gross liability | $ 5,060 | ||||||||||
2011 Activity [Member] | Warrant [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Issuance of warrants, public offering (shares) | 14 | ||||||||||
Derivative liability, fair value, gross liability | $ 0 | ||||||||||
Change in fair value of derivative | $ (2,133,820) | 7,845,214 | |||||||||
2011 Activity [Member] | Warrant [Member] | May 2011 Offering [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Issuance of warrants, public offering (shares) | 680 | ||||||||||
2014 Warrants [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Class of warrant or right, discount on exercise price of warrants or rights (percentage) | 26.00% | 26.00% | |||||||||
Proceeds from warrant exercises (dollars) | $ 8,760,805 | ||||||||||
2014 Warrants [Member] | Warrant [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Exercise of warrants (shares) | 1,392,832 | ||||||||||
Class of warrant or right, issued in private placement | $ 12,382,216 | ||||||||||
Fair value of warrants exercised | $ (5,348,408) | ||||||||||
Binomial Lattice Option Valuation Technique [Member] | Warrant [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Fair market value of asset (per share) | $ 8.40 | $ 5.60 | |||||||||
Exercise price (per share) | $ 25 | ||||||||||
Term (in years) | [2] | 3 years 6 months | 1 year 8 months | ||||||||
Implied expected life (in years) | [3] | 3 years 6 months | 1 year 8 months | ||||||||
Fair Value Assumptions, Expected Volatility Rate | [4] | 83.00% | |||||||||
Equivalent volatility (percentage) | [3] | 47.00% | 83.00% | ||||||||
Risk-free interest rate range of inputs (percentage) | [5] | 1.08% | 1.06% | ||||||||
Equivalent risk-free interest rate (percentage) | [3] | 1.08% | 1.06% | ||||||||
Minimum [Member] | Binomial Lattice Option Valuation Technique [Member] | Warrant [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Exercise price (per share) | $ 5 | $ 7 | |||||||||
Term (in years) | [2] | 2 years 8 months | |||||||||
Implied expected life (in years) | [3] | 2 years 8 months | |||||||||
Fair Value Assumptions, Expected Volatility Rate | [4] | 41.00% | 42.00% | ||||||||
Equivalent volatility (percentage) | [3] | 48.00% | |||||||||
Risk-free interest rate range of inputs (percentage) | [5] | 1.10% | |||||||||
Equivalent risk-free interest rate (percentage) | [3] | 1.10% | |||||||||
Maximum [Member] | Binomial Lattice Option Valuation Technique [Member] | Warrant [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Exercise price (per share) | $ 10 | $ 25 | |||||||||
Term (in years) | [2] | 4 years 2 months | |||||||||
Implied expected life (in years) | [3] | 4 years 2 months | |||||||||
Fair Value Assumptions, Expected Volatility Rate | [4] | 50.00% | 71.00% | ||||||||
Equivalent volatility (percentage) | [3] | 54.00% | |||||||||
Risk-free interest rate range of inputs (percentage) | [5] | 1.38% | |||||||||
Equivalent risk-free interest rate (percentage) | [3] | 1.38% | |||||||||
[1] | The fair market value of the asset was determined by using the Company's closing stock price as reflected in the over-the-counter market. | ||||||||||
[2] | The term is the contractual remaining term, allocated among twelve equal intervals for purposes of calculating other inputs, such as volatility and risk-free rate. | ||||||||||
[3] | The implied expected life, and equivalent volatility and risk-free interest rate amounts are derived from the binomial. | ||||||||||
[4] | The Company does not have a market trading history upon which to base its forward-looking volatility. Accordingly, the Company selected peer companies that provided a reasonable basis upon which to calculate volatility for each of the intervals described in (2), above. | ||||||||||
[5] | The risk-free rates used for inputs represent the yields on zero coupon U.S. Government Securities with periods to maturity consistent with the intervals described in (2), above. |
Derivative Financial Instrume53
Derivative Financial Instruments (Details) - USD ($) | Aug. 14, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Derivative [Line Items] | ||||
Warrant liability | $ 5,060 | $ 3,203,465 | ||
Loss on exchange of warrants | 1,845,810 | 0 | ||
Fair value of 2013 PPM warrants reclassified from liability to equity | 3,166,482 | |||
Change in fair value of derivative | $ (2,133,820) | $ 7,845,214 | ||
Warrant [Member] | ||||
Derivative [Line Items] | ||||
Common Shares linked to Derivative Warrants | 6,196 | 1,795,564 | 718,024 | |
Reclass of private placement warrants to equity | (711,828) | |||
Change in fair value of derivative, shares | 0 | 0 | ||
Warrant liability | $ 5,060 | $ 3,203,465 | $ 1,832,945 | |
Loss on exchange of warrants | 1,197,821 | |||
Remaining unexercised warrants, shares | 396,536 | |||
Fair value of remaining unexercised warrants | $ (1,181,638) | |||
Fair value of 2013 PPM warrants reclassified from liability to equity | 3,166,482 | |||
Change in fair value of derivative | $ 2,133,820 | $ (7,845,214) | ||
2014 Warrants [Member] | Warrant [Member] | ||||
Derivative [Line Items] | ||||
Class of warrant or right, issuance of warrants to investors in private placement | 1,789,368 | |||
Exercise of warrants (shares) | (1,392,832) | |||
Fair value of warrants exercised | $ (5,348,408) | |||
Class of warrant or right, issued in private placement | $ 12,382,216 |
Derivative Financial Instrume54
Derivative Financial Instruments (Details 1) - Warrant [Member] - $ / shares | Aug. 14, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Derivative [Line Items] | ||||
Fair market value of asset (per share) | [1] | $ 7.66 | ||
Binomial Lattice Option Valuation Technique [Member] | ||||
Derivative [Line Items] | ||||
Fair market value of asset (per share) | $ 8.40 | $ 5.60 | ||
Exercise price (per share) | $ 25 | |||
Term (in years) | [2] | 3 years 6 months | 1 year 8 months | |
Implied expected life (in years) | [3] | 3 years 6 months | 1 year 8 months | |
Volatility range of inputs (percentage) | [4] | 83.00% | ||
Equivalent volatility (percentage) | [3] | 47.00% | 83.00% | |
Risk-free interest rate range of inputs (percentage) | [5] | 1.08% | 1.06% | |
Equivalent risk-free interest rate (percentage) | [3] | 1.08% | 1.06% | |
Minimum [Member] | Binomial Lattice Option Valuation Technique [Member] | ||||
Derivative [Line Items] | ||||
Exercise price (per share) | $ 5 | $ 7 | ||
Term (in years) | [2] | 2 years 8 months | ||
Implied expected life (in years) | [3] | 2 years 8 months | ||
Volatility range of inputs (percentage) | [4] | 41.00% | 42.00% | |
Equivalent volatility (percentage) | [3] | 48.00% | ||
Risk-free interest rate range of inputs (percentage) | [5] | 1.10% | ||
Equivalent risk-free interest rate (percentage) | [3] | 1.10% | ||
Maximum [Member] | Binomial Lattice Option Valuation Technique [Member] | ||||
Derivative [Line Items] | ||||
Exercise price (per share) | $ 10 | $ 25 | ||
Term (in years) | [2] | 4 years 2 months | ||
Implied expected life (in years) | [3] | 4 years 2 months | ||
Volatility range of inputs (percentage) | [4] | 50.00% | 71.00% | |
Equivalent volatility (percentage) | [3] | 54.00% | ||
Risk-free interest rate range of inputs (percentage) | [5] | 1.38% | ||
Equivalent risk-free interest rate (percentage) | [3] | 1.38% | ||
[1] | The fair market value of the asset was determined by using the Company's closing stock price as reflected in the over-the-counter market. | |||
[2] | The term is the contractual remaining term, allocated among twelve equal intervals for purposes of calculating other inputs, such as volatility and risk-free rate. | |||
[3] | The implied expected life, and equivalent volatility and risk-free interest rate amounts are derived from the binomial. | |||
[4] | The Company does not have a market trading history upon which to base its forward-looking volatility. Accordingly, the Company selected peer companies that provided a reasonable basis upon which to calculate volatility for each of the intervals described in (2), above. | |||
[5] | The risk-free rates used for inputs represent the yields on zero coupon U.S. Government Securities with periods to maturity consistent with the intervals described in (2), above. |
Commitments and Contingencies55
Commitments and Contingencies (Details Textual) | 12 Months Ended | |
Dec. 31, 2015USD ($)ft² | Dec. 31, 2014USD ($) | |
Loss Contingencies [Line Items] | ||
Operating Leases, Rent Expense | $ 492,000 | |
Defined Contribution Plan, Employer Matching Contribution, Value of Match | 125,262 | $ 47,682 |
Litigation Settlement, Amount | $ 390,506 | |
Percentage of royalty payments (percentage) | 4.125% | |
Blue Calypso, Inc. Litigation [Member] | ||
Loss Contingencies [Line Items] | ||
Payments for legal settlements | $ 200,000 | |
Litigation settlement, quarterly installment | $ 23,813.25 | |
Litigation settlement, quarterly installment repayment period (months) | 24 months | 263,000 |
Loss Contingency, Balance Sheet Caption | 166,693 | |
FLORIDA | ||
Loss Contingencies [Line Items] | ||
Size of leased building | ft² | 15,500 | |
CALIFORNIA | ||
Loss Contingencies [Line Items] | ||
Size of leased building | ft² | 4,125 |
Commitments and Contingencies56
Commitments and Contingencies (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Commitments and Contingencies Disclosure [Abstract] | ||
Capital Leases, Future Minimum Payments, Next Rolling Twelve Months | $ 7,504 | |
Operating Leases, Future Minimum Payments Due, Next Twelve Months | 546,372 | |
Capital Leases, Future Minimum Payments, Due in Rolling Year Two | 0 | |
Operating Leases, Future Minimum Payments, Due in Two Years | 330,908 | |
Capital Leases, Future Minimum Payments, Due in Rolling Year Three | 0 | |
Operating Leases, Future Minimum Payments, Due in Three Years | 333,417 | |
Capital Leases, Future Minimum Payments, Due in Rolling Year Four | 0 | |
Operating Leases, Future Minimum Payments, Due in Four Years | 113,516 | |
Capital Leases, Future Minimum Payments Due | 7,504 | |
Operating Leases, Future Minimum Payments Due | 1,324,213 | |
Capital Leases, Future Minimum Payments, Interest Included in Payments | (213) | |
Capital Leases, Future Minimum Payments, Present Value of Net Minimum Payments | 7,291 | |
Current portion of capital lease obligations | 7,291 | $ 54,376 |
Capital Lease Obligations, Noncurrent | $ 0 | $ 7,291 |
Stockholders' Equity (Deficit57
Stockholders' Equity (Deficit) (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ||||
Weighted average exercise price, exercisable | $ 7.66 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 1,112,950 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | $ 687,702 | |||
Equity Incentive 2011 Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||
Common shares, outstanding beginning of period | 595,786 | 387,644 | ||
Common shares, granted | 277,059 | 217,952 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 0 | 63 | ||
Common shares, forfeited | (42,246) | (9,747) | ||
Common shares, outstanding end of period | 830,599 | 595,786 | 387,644 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ||||
Weighted average exercise price, beginning of period | $ 9.20 | $ 10.18 | ||
Weighted average exercise price, granted | 7.43 | 7.60 | ||
Weighted average exercise price, exercised | 0 | 4.80 | ||
Weighted average exercise price, forfeited | 7.70 | 17 | ||
Weighted average exercise price, end of period | $ 9.20 | $ 10.18 | $ 10.18 | $ 8.65 |
Share-based compensation arrangement by share-based payment award, options, exercisable, number | 368,673 | |||
Weighted average exercise price, exercisable | $ 10.40 | |||
Weighted average remaining life (years), outstanding | 6 years 9 months | 6 years 6 months | 8 years 1 month | |
Weighted average remaining life (years), exercisable | 6 years |
Stockholders' Equity (Deficit58
Stockholders' Equity (Deficit) (Details 1) - Equity Incentive 2011 Plan [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | |||
Common shares, nonvested beginning of period | 372,092 | 290,457 | |
Common shares, granted | 277,059 | 217,952 | |
Common shares, vested | (147,759) | (128,342) | |
Common shares, forfeited | (39,466) | (7,975) | |
Common shares, nonvested end of period | 461,926 | 372,092 | 290,457 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | |||
Weighted average grant date fair value, nonvested beginning of period | $ 4 | $ 4.88 | |
Weighted average grant date fair value, granted | 7.43 | 7.60 | |
Weighted average grant date fair value, vested | 4.32 | 4.56 | |
Weighted average grant date fair value, forfeited | 3.44 | 4.16 | |
Weighted average grant date fair value, nonvested end of period | $ 3.12 | $ 4 | $ 4.88 |
Weighted average remaining years to vest | 2 years 9 months | 3 years | 3 years 4 months |
Stockholders' Equity (Deficit59
Stockholders' Equity (Deficit) - Authorized Shares (Details Textual) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Stockholders' Equity [Abstract] | ||
Common stock, shares authorized (shares) | 200,000,000 | 200,000,000 |
Series A Preferred stock, shares authorized (shares) | 10,000,000 | |
Series A Preferred stock, par value (per share) | $ 0.0001 |
Stockholders' Equity (Deficit60
Stockholders' Equity (Deficit) - Warrant Transactions (Details Textual) - USD ($) | Aug. 14, 2015 | Jan. 22, 2015 | Jun. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Jul. 20, 2015 | Jan. 30, 2015 | Feb. 02, 2014 | Sep. 23, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Class of warrant or right, number of securities called by each warrant or right | 12,500 | 5,000 | |||||||
Class of warrant or right, exercise price of warrants or rights (per share) | $ 10.20 | $ 10.20 | |||||||
Proceeds from issuance of warrants (in dollars) | $ 100 | ||||||||
Fair value of warrants issued (in dollars) | $ 7,700 | $ 44,250 | $ 51,950 | ||||||
Percentage of warrants held by investors to participate in warrant exercise offer (percentage) | 70.00% | ||||||||
Number of shares available to be repurchased at end of exercise price offer period (shares) | 2,191,547 | 523,115 | |||||||
Proceeds from warrant exercises (dollars) | $ 12,861,057 | ||||||||
Class of warrant or right, average exercise price of warrants or rights (per share) | $ 5.87 | $ 9.15 | |||||||
Loss on exchange of warrants | $ 1,845,810 | $ 0 | |||||||
Fair Value Adjustment of Warrants | (7,178,035) | ||||||||
General and Administrative Expense [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Adjustments to additional paid in capital, share-based compensation, requisite service period recognition (in dollars) | 7,600 | ||||||||
2013 Warrants [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Class of warrant or right, discount on exercise price of warrants or rights (percentage) | 25.00% | 25.00% | |||||||
Exercise of warrants (shares) | 798,715 | ||||||||
Proceeds from warrant exercises (dollars) | $ 4,100,252 | ||||||||
Loss on exchange of warrants | $ 647,989 | ||||||||
2014 Warrants [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Class of warrant or right, discount on exercise price of warrants or rights (percentage) | 26.00% | 26.00% | |||||||
Proceeds from warrant exercises (dollars) | $ 8,760,805 | ||||||||
Series A five-year warrants [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Class of warrant or right, exercise price of warrants or rights (per share) | $ 7 | $ 5 | |||||||
Series B five-year warrants [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Class of warrant or right, exercise price of warrants or rights (per share) | $ 10 | ||||||||
Warrant [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Loss on exchange of warrants | $ 1,197,821 | ||||||||
Fair value of remaining unexercised warrants | $ 1,181,638 | ||||||||
Remaining unexercised warrants, shares | 396,536 | ||||||||
Warrant [Member] | 2014 Warrants [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Exercise of warrants (shares) | 1,392,832 | ||||||||
Fair value of warrants exercised | $ 5,348,408 | ||||||||
2013 Activity [Member] | Warrant [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Class of warrant or right, exercise price of warrants or rights (per share) | $ 10 |
Stockholders' Equity (Deficit61
Stockholders' Equity (Deficit) - Stock Options (Details Textual) - USD ($) | Aug. 22, 2011 | Dec. 31, 2015 | Dec. 31, 2014 | Apr. 16, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Proceeds from Common Stock Options Exercised | $ 300 | |||
Proceeds from exercise of options & warrants | $ 12,937,327 | 112,800 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 295 | |||
Percentage of individual ownership of common stock (percentage) | 10.00% | |||
Weighted average exercise price, exercisable | $ 7.66 | |||
Equity Incentive 2011 Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock, capital shares reserved for future issuance (shares) | 173,651 | |||
Expected term (in years) | 6 years | 6 years | ||
Weighted average exercise price, exercisable | $ 10.40 | |||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 0 | $ 4.80 | ||
Equity Incentive B 2011 Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options, shares authorized (shares) | 4,375 | |||
May 2011 and August 2011 Equity Incentive Plans [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Fair market value of incentive stock options (percentage) | 100.00% | |||
Employee Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Adjustments to additional paid in capital, share-based compensation, requisite service period recognition (in dollars) | $ 705,466 | $ 538,263 | ||
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized | $ 1,558,403 | |||
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized, period for recognition (in years) | 3 years | |||
Employee Stock Option [Member] | May 2011 and August 2011 Equity Incentive Plans [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (in years) | 10 years | |||
Investor Relations Services [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares reserved for future issuance | 1,000,000 | |||
Individual Stock Ownership in Excess of 10 Percent [Member] | May 2011 and August 2011 Equity Incentive Plans [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Fair market value of incentive stock options (percentage) | 110.00% | |||
Twelve Months After Grant Date [Member] | May 2011 and August 2011 Equity Incentive Plans [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, equity instruments options, percentage vested (pecentage) | 25.00% | |||
Monthly in equal installments [Member] | Employee Stock Option [Member] | May 2011 and August 2011 Equity Incentive Plans [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, award vesting period (in years) | 3 years | |||
Chief Financial Officer [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares reserved for future issuance | 150,000 | |||
Stock Issued During Period, Shares, Share based Compensation, Fair Value | 40,000 | |||
Chief Financial Officer [Member] | Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 7.80 | |||
Chief Financial Officer [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock issued for payment of services (shares) | 51,103 | |||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 8.40 | |||
Chief Operating Officer - Schram [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares reserved for future issuance | 25,000 | |||
Stock Issued During Period, Shares, Share based Compensation, Fair Value | 6,667 | |||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 5.60 | |||
Chief Operating Officer [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock issued for payment of services (shares) | 25,000 | |||
Selling and Marketing Expense [Member] | Employee Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Adjustments to additional paid in capital, share-based compensation, requisite service period recognition (in dollars) | $ 58,595 | 44,889 | ||
General and Administrative Expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Adjustments to additional paid in capital, share-based compensation, requisite service period recognition (in dollars) | 7,600 | |||
General and Administrative Expense [Member] | Employee Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Adjustments to additional paid in capital, share-based compensation, requisite service period recognition (in dollars) | $ 646,871 | $ 493,374 |
Stockholders' Equity (Deficit62
Stockholders' Equity (Deficit) - Employee Stock Purchase Plan (Details Textual) - 2014 Employee Stock Purchase Plan [Member] - USD ($) | Apr. 16, 2014 | Dec. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock, capital shares reserved for future issuance (shares) | 75,000 | 61,215 |
Share-based compensation arrangement by share-based payment award, award vesting period (in years) | 90 days | |
Annual compensation limit percentage, employee stock purchase plan (percentage) | 10.00% | |
Annual compensation limit, employee stock purchase plan (dollars) | $ 21,250 | |
Shares issuance limit per offering period, employee stock purchase plan | 1,000 | |
Fair market value of shares available for issuance (percentage) | 85.00% | |
Stock issued during period, value, employee stock purchase plans, subscription revenue (dollars) | $ 76,170 |
Stockholders' Equity (Deficit63
Stockholders' Equity (Deficit) - Restricted Stock Issuances (Details Textual) - USD ($) | Jul. 31, 2015 | Jan. 02, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Aug. 14, 2015 | Apr. 30, 2015 | Apr. 16, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock issued for payment of services | $ 125,992 | $ 157,110 | ||||||
Common stock, shares, issued (shares) | 5,222,951 | 2,885,424 | ||||||
Restricted Stock [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Adjustments to additional paid in capital, share-based compensation, requisite service period recognition (in dollars) | $ 166,610 | |||||||
Restricted Stock [Member] | Director [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock issued for payment of services | $ 75,000 | |||||||
Employee stock award- restricted stock [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common stock, shares, issued (shares) | 1,364 | 84,375 | 1,250 | |||||
Common stock, capital shares reserved for future issuance, value | $ 18,700 | |||||||
Investor Relations Services [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Payments for professional services | $ 7,500 | |||||||
Shares reserved for future issuance | 1,000,000 | |||||||
Investor Relations Services [Member] | Restricted Stock [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock issued during period, shares, issued for services (shares) | 30,110 | 52,000 | ||||||
Shares reserved for future issuance | 5,000 | 5,000 | ||||||
General and Administrative Expense [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Adjustments to additional paid in capital, share-based compensation, requisite service period recognition (in dollars) | 7,600 | |||||||
General and Administrative Expense [Member] | Restricted Stock [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Adjustments to additional paid in capital, share-based compensation, requisite service period recognition (in dollars) | $ 125,992 | |||||||
Ebyline, Inc. [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 250,000 | |||||||
Common Stock [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock issued during period, shares, issued for services (shares) | 100,756 | 19,624 | ||||||
Stock issued for payment of services | $ 10 | $ 2 | ||||||
Stock issued for payment of acquisition liability (shares) | 31,821 |
Stockholders' Equity (Deficit64
Stockholders' Equity (Deficit) 2014 Private Placement (Details) - USD ($) | Feb. 21, 2014 | Jun. 30, 2015 | Jan. 30, 2015 | Feb. 02, 2014 | Sep. 23, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Class of warrant or right, number of securities called by warrants or rights (shares) | 355,914 | ||||
Class of warrant or right, exercise price of warrants or rights (per share) | $ 10.20 | $ 10.20 | |||
Series A five-year warrants [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Class of warrant or right, number of securities called by warrants or rights (shares) | 1,714,297 | 857,158 | |||
Class of warrant or right, exercise price of warrants or rights (per share) | $ 7 | $ 5 | |||
Payments of Stock Issuance Costs | $ 814,850 | ||||
Class of Warrant or Right, Outstanding | 37,526 | ||||
Proceeds from Issuance of Private Placement | $ 12,000,000 | ||||
Series B five-year warrants [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Class of warrant or right, exercise price of warrants or rights (per share) | $ 10 |
Stockholders' Equity (Deficit65
Stockholders' Equity (Deficit) Stock issued for Services (Details) - USD ($) | Jan. 02, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Aug. 14, 2015 | Apr. 30, 2015 | Apr. 16, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock issued for payment of services | $ 125,992 | $ 157,110 | |||||
Common stock, shares, issued (shares) | 5,222,951 | 2,885,424 | |||||
Common stock, $.0001 par value; 200,000,000 shares authorized; 5,222,951 and 2,885,424, respectively, issued and outstanding | $ 522 | $ 289 | |||||
Restricted Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Adjustments to additional paid in capital, share-based compensation, requisite service period recognition (in dollars) | 166,610 | ||||||
Employee stock award- restricted stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock, shares, issued (shares) | 1,364 | 84,375 | 1,250 | ||||
Common stock, capital shares reserved for future issuance, value | $ 18,700 | ||||||
Investor Relations Services [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Payments for professional services | $ 7,500 | ||||||
Shares reserved for future issuance | 1,000,000 | ||||||
Investor Relations Services [Member] | Restricted Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares reserved for future issuance | 5,000 | 5,000 | |||||
Stock issued for payment of services (shares) | 30,110 | 52,000 | |||||
Director [Member] | Restricted Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock issued for payment of services | $ 75,000 | ||||||
Five Directors [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock, shares, issued (shares) | 13,767 | ||||||
Common stock, $.0001 par value; 200,000,000 shares authorized; 5,222,951 and 2,885,424, respectively, issued and outstanding | $ 107,292 | ||||||
General and Administrative Expense [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Adjustments to additional paid in capital, share-based compensation, requisite service period recognition (in dollars) | 7,600 | ||||||
General and Administrative Expense [Member] | Restricted Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Adjustments to additional paid in capital, share-based compensation, requisite service period recognition (in dollars) | $ 125,992 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forwards | $ 15,649,000 | $ 10,643,000 |
Accrued expenses | 187,000 | 92,000 |
Depreciation and amortization | (682,000) | 4,000 |
Stock option and warrant expenses | 618,000 | 441,000 |
Accounts receivable | 52,000 | 0 |
Deferred rent | 44,000 | 40,000 |
Other | 3,000 | 3,000 |
Gross deferred income tax assets | 15,871,000 | 11,223,000 |
Valuation allowance | (15,871,000) | (11,223,000) |
Total deferred income tax assets | $ 0 | $ 0 |
Income Taxes (Details 1)
Income Taxes (Details 1) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax at statutory rates | (34.00%) | (34.00%) |
Change in deferred tax asset valuation allowance | 28.80% | (52.30%) |
Deferred state taxes | (2.50%) | 4.60% |
Meals & entertainment | 0.30% | (0.40%) |
Change in fair value of warrants | 6.40% | 83.80% |
ISO stock compensation | 0.70% | (1.30%) |
Other | 0.30% | (0.40%) |
Income taxes (benefit) at effective rates | 0.00% | 0.00% |
Income Taxes (Detail Textual)
Income Taxes (Detail Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Operating Loss Carryforwards | $ 42,035,000 | |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | $ 4,648,000 | $ 1,665,000 |
Earnings Per Common Share (Deta
Earnings Per Common Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (11,308,171) | $ 3,184,064 |
Weighted average common shares outstanding – basic | 3,737,897 | 2,616,354 |
Basic income (loss) per common share | $ (3.03) | $ 1.22 |
Potential shares from in-the-money options | 0 | 401,545 |
Potential shares from in-the-money warrants | 0 | 1,325,910 |
Potential shares from converted restricted stock units | 0 | 88,282 |
Less: Shares assumed repurchased under the Treasury Stock Method | 0 | (1,262,088) |
Weighted average common shares outstanding – diluted | 3,737,897 | 3,170,003 |
Diluted income (loss) per common share | $ (3.03) | $ 1 |
Earnings Per Common Share (De70
Earnings Per Common Share (Details 1) - shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 2,655,856 | 1,191,239 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 723,834 | 61,924 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 1,873,547 | 1,129,315 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 58,475 | 0 |
Related Party Transactions (Det
Related Party Transactions (Details) - $ / shares | Feb. 12, 2014 | Dec. 31, 2015 | Feb. 02, 2014 |
Related Party Transaction [Line Items] | |||
Share Price | $ 7 | ||
Director 1 [Member] | |||
Related Party Transaction [Line Items] | |||
Related Party Transaction, Common Stock Purchases from Related Party | 436 | ||
Director 2 [Member] | |||
Related Party Transaction [Line Items] | |||
Related Party Transaction, Common Stock Purchases from Related Party | 35,714 | ||
Director [Member] | |||
Related Party Transaction [Line Items] | |||
Related Party Transaction, Common Stock Purchases from Related Party | 28,572 | ||
Minimum [Member] | |||
Related Party Transaction [Line Items] | |||
Exercise Price of Common Stock For Private Placement | $ 7 | ||
Maximum [Member] | |||
Related Party Transaction [Line Items] | |||
Exercise Price of Common Stock For Private Placement | $ 10 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Jan. 30, 2016 | Jan. 30, 2015 | Dec. 29, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Subsequent Event [Line Items] | |||||
Common stock, shares, issued (shares) | 5,222,951 | 2,885,424 | |||
Common stock, $.0001 par value; 200,000,000 shares authorized; 5,222,951 and 2,885,424, respectively, issued and outstanding | $ 522 | $ 289 | |||
Ebyline, Inc. [Member] | Subsequent event 1 [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock, shares, issued (shares) | 114,398 | ||||
Common stock, $.0001 par value; 200,000,000 shares authorized; 5,222,951 and 2,885,424, respectively, issued and outstanding | $ 848,832 | ||||
Stock Purchase Agreement Fees | $ 89,700 | ||||
Paid in Two Equal Installments [Member] | Ebyline, Inc. [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock, value, issued | $ 938,532 |