8-K
IZEA Worldwide, Inc. (IZEA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________________________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
_____________________________________________________________________________________________
Date of Report (Date of earliest event reported): November 12, 2020
IZEA WORLDWIDE, INC.
(Exact Name of Registrant as Specified in Charter)
| Nevada | 001-37703 | 37-1530765 | |||
|---|---|---|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | 501 N. Orlando Avenue, Suite 313, PMB 247<br><br>Winter Park, Florida | 32789 | |
| --- | --- | ||||
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (407) 674-6911
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.0001 per share | IZEA | The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 2.02. Results of Operations and Financial Condition.
On November 12, 2020, IZEA Worldwide, Inc. (the “Company”) issued a press release disclosing the financial results for its third quarter ended September 30, 2020. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item by reference.
The information in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section. This information shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference therein.
Item 3.01. Notice of Delisting of Failure to Satisfy a Continue Listing Rule or Standard; Transfer of Listing.
On November 12, 2020, the Company received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that, for the prior 30 consecutive business days (through November 11, 2020), the closing bid price of the Company’s listed securities had been below the minimum of $1.00 per share required for continued inclusion on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). The notification letter stated that the Company would be afforded 180 calendar days (until May 11, 2021) to regain compliance. In order to regain compliance, the Company’s closing bid price must remain at $1.00 or more for a minimum of ten consecutive business days. The notification letter also states that in the event the Company does not regain compliance within the 180 day period, the Company may be eligible for an additional 180 days to regain compliance. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. However, if it appears to the Nasdaq staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq staff will provide notice to the Company that its securities will be subject to delisting. At that time, the Company may appeal the delisting determination to a Hearings Panel, but there can be no assurance that the Company's request for continued listing would be granted.
The Nasdaq notification has no effect at this time on the listing of the Company’s common stock and the stock will continue to trade uninterrupted under the symbol “IZEA”. The Company intends to consider all available options to regain compliance with the Nasdaq listing standards.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release issued by IZEA Worldwide, Inc. onNovember 12, 2020. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| IZEA WORLDWIDE, INC. | |
|---|---|
| Date: November 12, 2020 | By: /s/ Edward H. (Ted) Murphy |
| Edward H. (Ted) Murphy<br><br>President and Chief Executive Officer |
Document
EXHIBIT 99.1
IZEA Reports Q3 2020 Financial Results
ORLANDO, FL (November 12, 2020) - IZEA Worldwide, Inc. (NASDAQ: IZEA), the premier provider of influencer marketing technology, data, and services for the world’s leading brands, reported its financial and operational results for the third quarter ended September 30, 2020.
Q3 2020 Financial Summary Compared to Q3 2019
•Total revenue down 9% to $4.0 million, compared to $4.4 million.
•Managed Services unit revenue decreased 1% to $3.5 million, compared to $3.6 million.
•SaaS Services unit revenue decreased 39% to $522,000, compared to $853,000.
•Total costs and expenses decreased to $5.3 million, compared to $5.6 million.
•Net loss was $1.3 million, compared to a net loss of $1.2 million.
•Adjusted EBITDA* improved to $(0.7) million , compared to $(1.3) million.
Q3 2020 Operational Highlights
•Raised gross proceeds of $10.3 million from sale of securities through an at-the-market offering. In total, we have raised $25.7 million at an average price of $1.94 per share.
•Opened pre-registration for the Shake Marketplace.
•Announced launch of BrandGraph Pulse with Slack and Microsoft Teams Integration.
•Formed Influence+United and onboarded multiple global influencer marketing partners.
* Adjusted EBITDA is a non-GAAP financial measure. Refer to the definition and reconciliation of this measure under “Use of Key Metrics and Non-GAAP Financial Measures”.
Management Commentary
“While revenue was down year over year in Q3, we saw a material improvement in both revenue and Adjusted EBITDA quarter over quarter. Revenue increased 29% and Adjusted EBITDA improved 43% compared to the second quarter ended in June 2020,” said Ted Murphy, IZEA’s Chairman and CEO. “Managed Services revenue in Q3 was close to flat year over year, despite the large gaps in new business we saw in March and April and the ongoing challenges associated with COVID-19 and the political environment. There was no way for IZEA to completely avoid the impacts that COVID-19 has had on the marketing budgets of some of our existing clients, but I believe our team has done a fantastic job adjusting our sales approach and finding new opportunities to bridge the gap.”
“There was a bigger impact in our SaaS Services unit, as we expected,” continued Murphy. “We were already in the midst of a change in pricing model for enterprise customers from last year which would impact 2020 revenue even without the events that have unfolded since the pandemic was declared. The acquisition of new enterprise customers has been very slow since March, and many of our existing customers have reduced their marketplace spend. We expect to see challenges with enterprise SaaS until such time that the macro environment stabilizes, and marketers feel more comfort in making long term commitments.”
“Despite the decreases in overall SaaS revenue, our count of active SaaS customers is growing and hit an all-time high again this quarter,” said Murphy. “We continue to see growth with IZEAx Discovery, our $149/mo self-service offering. New customer signups for IZEAx Discovery hit an all-time high in October and were up 2.6x from October of last year. Monthly revenue for IZEAx Discovery also hit an all-time high in October and was up more than 25% from September of this year, which was the previous record. We are beginning to invest much more aggressively in our marketing efforts to broaden our customer base and drive more of this self-service growth. Early indications are that our marketing efforts are working, and we believe there are ongoing performance optimizations to make each dollar we spend more effective as we gather more data.”
“IZEA ended the quarter with $30.6 million in cash, the strongest our balance sheet has ever been,” said Murphy. “Our team has been working to prudently make strategic investments in technology, marketing, and people to best position ourselves for 2021 and beyond. Our primary focus for the year ahead is returning to revenue growth by broadening our customer base with emphasis on self-service revenue streams.”
Q3 2020 Financial Results
Total revenue in the third quarter of 2020 was down 9% to $4.0 million, compared to $4.4 million in the third quarter of 2019, with revenue from Managed Services decreasing by $44,000 or 1% to $3.5 million in the third quarter of 2020 compared to the third quarter of 2019 and revenue from SaaS Services decreasing by $331,000 or 39% in the third quarter of 2020 compared to the third quarter of 2019.
Revenue from Managed Services decreased slightly due to marketers canceling or pausing planned advertising campaigns or events in March and throughout the third quarter of 2020 as a result of uncertainty or inability to offer their products for sale as a result of business or event shutdowns due to COVID-19. Despite the delay in the execution of existing orders from our customers, we experienced a slight increase in net sales orders in the third quarter of 2020 compared to the second quarter of 2020, as marketers who were still advertising shifted more of their spend to influencer marketing campaigns.
Revenue from SaaS Services decreased primarily as a result of lower spend levels (“gross billings,” a key metric as further defined below) from our SaaS marketers and, as a result of competitive pricing efforts, our margins on those spends were reduced. Our gross billings for SaaS Services decreased 35% to $2.0 million in Q3 2020, compared to $3.1 million in Q3 2019. Our SaaS marketers decreased their spend levels as they transitioned from the TapInfluence platform to IZEAx and curtailed spending in March 2020 and throughout Q3 2020. The reduction in these gross billings resulted in the $331,000 decrease in SaaS Services Revenue in the third quarter of 2020 compared to the third quarter of 2019.
Total costs and expenses decreased 5% in the third quarter of 2020 to $5.3 million compared to $5.6 million in the corresponding quarter of 2019. This decrease was due to a $203,000 reduction in cost of revenue as a result of the lower sales, a $61,000 reduction in amortization costs as assets were fully amortized in the quarter, and cost reduction efforts affecting personnel, software subscriptions, hosting costs, rent, travel and marketing expenditures. The improvement between periods is more than $1 million after removing the effect of a $794,000 gain on the final settlement of our acquisition cost liabilities recorded in the prior year quarter. The gain resulted due to the actual closing market price of our common stock on the date of settlement being lower than the 30-day volume weighted average price used to calculate the number of shares used to pay for the acquisition liability pursuant to the terms of the purchase agreements.
Net loss in the third quarter of 2020 was $1.3 million or $(0.03) per share, as compared to a net loss of $1.2 million or $(0.04) per share in the third quarter of 2019, based on 45.8 million and 32.4 million shares outstanding, respectively.
Adjusted EBITDA (a non-GAAP measure management uses as a proxy for operating cash flow, as defined below) improved 42% or $531,000 to $(0.7) million and $(1.3) million in the third quarter of 2020 and 2019, respectively. Adjusted EBITDA as a percentage of revenue in the third quarter of 2020 was negative eighteen percent (18)% compared to negative twenty-eight percent (28)% in the third quarter of 2019. Despite the decline in revenue, we were able to improve Adjusted EBITDA through the steps taken to curb spending during these months of uncertainty.
We raised $10.3 million from sale of securities through our at-the-market offering (the "ATM") in Q3 2020. To date, we have raised total gross proceeds through the ATM of $25.7 million between June and August 2020. Our cash balance as of September 30, 2020 was $30.6 million.
Conference Call
IZEA will hold a conference call to discuss its third quarter 2020 results on Thursday, November 12th at 5:00 p.m. Eastern time. Management will host the call, followed by a question and answer period.
Date: Thursday, November 12, 2020
Time: 5:00 p.m. Eastern time
Toll-free dial-in number: 1-855-327-6837
International dial-in number: 1-631-891-4304
The conference call will be webcast live and available for replay via the investors section of our website at https://izea.com/. Please call the conference telephone number five minutes prior to the start time. An operator will register your name and organization. A replay of the call will be available after 8:00 p.m. Eastern time on the same day through November 19, 2020.
Toll-free replay number: 1-844-512-2921
International replay number: 1-412-317-6671
Replay ID: 10011744
About IZEA Worldwide, Inc.
IZEA Worldwide, Inc. (“IZEA”) operates online platforms that connect marketers with content creators. IZEA platforms automate influencer marketing and custom content development, allowing brands and agencies to identify social trends and scale their marketing programs. IZEA influencers include everyday creators, as well as celebrities and accredited journalists. Creators are compensated for producing unique content such as long and short form text, videos, photos, status updates and illustrations for marketers or distributing such content on behalf of marketers through their personal websites, blogs and social media channels. Marketers receive influential content and engaging, shareable stories that drive awareness. For more information about IZEA, visit https://izea.com/.
Use of Key Metrics and Non-GAAP Financial Measures
We define gross billings, a key metric, as the total dollar value of the amounts earned from our customers for the services we performed, or the amounts billed to our customers for their self-service purchase of goods and services on our platforms. Gross billings for Legacy Workflow and Marketplace Spend (which are included in SaaS Services) differs from revenue for these services reported in our consolidated statements of operations. These services are presented net of the amounts we pay to the third-party creators providing the content or sponsorship services. Gross billings for all other revenue types equal the revenue reported in our consolidated statements of operations.
We consider this metric to be an important indicator of our performance as it measures the total dollar volume of transactions generated through our marketplaces. Tracking gross billings allows us to evaluate our transaction totals on an equal basis in order for us to see our contribution margins by revenue stream so that we can better understand where we should be allocating our resources. Additionally, because we invoice our customers on a gross basis based on our services or their transactions plus a fee, tracking gross billings is critical as it pertains to our credit risk and cash flow.
"Adjusted EBITDA" is a non-GAAP financial measure under the rules of the Securities and Exchange Commission. EBITDA is commonly defined as "earnings before interest, taxes, depreciation and amortization." IZEA defines “Adjusted EBITDA,” also a non-GAAP financial measure, as earnings or loss before interest, taxes, depreciation and amortization, non-cash stock related compensation, gain or loss on asset disposals or impairment, changes in acquisition cost estimates, and certain other unusual or non-cash income and expense items such as gains or losses on settlement of liabilities and exchanges, and changes in the fair value of derivatives, if applicable.
We believe that Adjusted EBITDA provides useful information to investors as it excludes transactions not related to our core cash-generating operating business activities, and it provides consistency to facilitate period-to-period comparisons. We believe that excluding these transactions allows investors to meaningfully trend and analyze the performance of our core cash-generating operations.
All companies do not calculate gross billings and Adjusted EBITDA in the same manner. These metrics as presented by IZEA may not be comparable to those presented by other companies. Moreover, these metrics have limitations as analytical tools, and you should not consider them in isolation or as a substitute for an analysis of our results of operations as reported under GAAP. A reconciliation of GAAP to non-GAAP results is included in the financial tables included in this press release.
Safe Harbor Statement
All statements in this release that are not based on historical fact are “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as “may,” “will,” “would,” “could,” “should,” “expects,” “anticipates,” “estimates,” “believes,” “intends,” “likely,” “projects,” “plans,” “pursue," “strategy” or “future,” or the negative of these words or other words or expressions of similar meaning. Examples of forward-looking statements include, among others, statements we make regarding expectations regarding future results and the realization of revenue from bookings, expectations with respect to operational efficiency, and expectations concerning IZEA’s business strategy. Forward-looking statements involve inherent risks and uncertainties which could cause actual results to differ materially from those in the forward-looking statements, as a result of various factors including, among others, the following: our ability to raise additional funding needed to fund our business operation in the future, uncertainty relating to the effects of COVID-19, competitive conditions in the content and social sponsorship segment in which IZEA operates; failure to popularize the IZEAx marketplace platform; our ability to satisfy the requirements for continued listing of our common stock on the Nasdaq Capital Market; changing economic conditions that are less favorable than expected; and other risks and uncertainties described in IZEA’s periodic reports filed with the Securities and Exchange Commission. The forward-looking statements made in this release speak only as of the date of this release, and IZEA assumes no obligation to update any such forward-looking statements to reflect actual results or changes in expectations, except as otherwise required by law.
Press Contact
Martin Smith
IZEA Worldwide, Inc.
Phone: 407-674-6911
Email: ir@izea.com
IZEA Worldwide, Inc.
Unaudited Consolidated Balance Sheets
| September 30, 2020 | December 31,<br>2019 | |||
|---|---|---|---|---|
| Assets | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 30,617,921 | $ | 5,884,629 |
| Accounts receivable, net | 3,981,132 | 5,596,719 | ||
| Prepaid expenses | 385,128 | 400,181 | ||
| Other current assets | 140,291 | 153,031 | ||
| Total current assets | 35,124,472 | 12,034,560 | ||
| Property and equipment, net | 260,994 | 309,780 | ||
| Goodwill | 4,016,722 | 8,316,722 | ||
| Intangible assets, net | 768,879 | 1,611,516 | ||
| Software development costs, net | 1,480,288 | 1,519,980 | ||
| Security deposits | — | 151,803 | ||
| Total assets | $ | 41,651,355 | $ | 23,944,361 |
| Liabilities and Stockholders’ Equity | ||||
| Current liabilities: | ||||
| Accounts payable | $ | 1,333,281 | $ | 2,252,536 |
| Accrued expenses | 1,267,553 | 1,377,556 | ||
| Contract liabilities | 7,028,687 | 6,466,766 | ||
| Current portion of notes payable | 1,157,103 | — | ||
| Right-of-use liability | — | 83,807 | ||
| Total current liabilities | 10,786,624 | 10,180,665 | ||
| Finance obligation, less current portion | 65,604 | 45,673 | ||
| Notes payable, less current portion | 778,092 | — | ||
| Total liabilities | 11,630,320 | 10,226,338 | ||
| Commitments and Contingencies | — | — | ||
| Stockholders’ equity: | ||||
| Preferred stock; $.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding | — | — | ||
| Common stock; $.0001 par value; 200,000,000 shares authorized; 48,331,379 and 34,634,172, respectively, issued and outstanding | 4,833 | 3,464 | ||
| Additional paid-in capital | 99,610,374 | 74,099,328 | ||
| Accumulated deficit | (69,594,172) | (60,384,769) | ||
| Total stockholders’ equity | 30,021,035 | 13,718,023 | ||
| Total liabilities and stockholders’ equity | $ | 41,651,355 | $ | 23,944,361 |
IZEA Worldwide, Inc.
Unaudited Consolidated Statements of Operations
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||
| Revenue | $ | 4,036,120 | $ | 4,411,086 | $ | 11,934,827 | $ | 13,128,706 |
| Costs and expenses: | ||||||||
| Cost of revenue (exclusive of amortization) | 1,701,770 | 1,904,287 | 5,256,536 | 5,821,237 | ||||
| Sales and marketing | 1,403,037 | 1,518,165 | 4,154,871 | 4,238,074 | ||||
| General and administrative | 1,827,267 | 1,752,126 | 6,165,597 | 6,596,485 | ||||
| Impairment of goodwill | — | — | 4,300,000 | — | ||||
| Depreciation and amortization | 372,483 | 433,094 | 1,250,859 | 1,317,423 | ||||
| Total costs and expenses | 5,304,557 | 5,607,672 | 21,127,863 | 17,973,219 | ||||
| Loss from operations | (1,268,437) | (1,196,586) | (9,193,036) | (4,844,513) | ||||
| Other income (expense): | ||||||||
| Interest expense | (16,448) | (27,734) | (42,542) | (242,935) | ||||
| Other income, net | 30,085 | 51,285 | 26,175 | 91,447 | ||||
| Total other income (expense), net | 13,637 | 23,551 | (16,367) | (151,488) | ||||
| Net loss | $ | (1,254,800) | $ | (1,173,035) | $ | (9,209,403) | $ | (4,996,001) |
| Weighted average common shares outstanding – basic and diluted | 45,772,638 | 32,421,043 | 38,879,218 | 22,506,929 | ||||
| Basic and diluted loss per common share | $ | (0.03) | $ | (0.04) | $ | (0.24) | $ | (0.22) |
Revenue Details:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||
| Managed Services Revenue | $ | 3,513,806 | $ | 3,558,109 | $ | 10,129,210 | $ | 10,416,912 |
| Legacy Workflow Fees | — | 44,170 | — | 135,791 | ||||
| Marketplace Spend Fees | 120,630 | 266,037 | 482,817 | 955,328 | ||||
| License Fees | 358,879 | 505,634 | 1,184,423 | 1,545,222 | ||||
| Other Fees | 42,805 | 37,136 | 138,377 | 75,453 | ||||
| SaaS Services Revenue | 522,314 | 852,977 | 1,805,617 | 2,711,794 | ||||
| Total Revenue | $ | 4,036,120 | $ | 4,411,086 | $ | 11,934,827 | $ | 13,128,706 |
IZEA Worldwide, Inc.
Reconciliation of GAAP Net loss to Non-GAAP Adjusted EBITDA
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||
| Net loss | $ | (1,254,800) | $ | (1,173,035) | $ | (9,209,403) | $ | (4,996,001) |
| Non-cash stock-based compensation | 108,568 | 179,866 | 356,846 | 498,071 | ||||
| Non-cash stock issued for payment of services | 31,250 | 37,509 | 93,749 | 112,504 | ||||
| Gain on settlement of acquisition costs payable | — | (793,849) | — | (602,410) | ||||
| Increase in value of acquisition costs payable | — | 889 | — | 6,222 | ||||
| Interest expense | 16,448 | 27,734 | 42,542 | 242,935 | ||||
| Depreciation and amortization | 372,483 | 433,094 | 1,250,859 | 1,317,423 | ||||
| Impairment of goodwill | — | — | 4,300,000 | — | ||||
| Other non-cash items | 1,283 | 31,998 | (22,423) | 23,903 | ||||
| Adjusted EBITDA | $ | (724,768) | $ | (1,255,794) | $ | (3,187,830) | $ | (3,397,353) |
| Revenue | $ | 4,036,120 | $ | 4,411,086 | $ | 11,934,827 | $ | 13,128,706 |
| Adjusted EBITDA as a % of Revenue | (18)% | (28)% | (27)% | (26)% |
IZEA Worldwide, Inc.
Gross Billings
(Unaudited)
Gross billings by revenue type:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||
| Managed Services Gross Billings | $ | 3,513,806 | $ | 3,558,109 | $ | 10,129,210 | $ | 10,416,912 |
| Legacy Workflow Fees | — | 609,375 | — | 1,871,056 | ||||
| Marketplace Spend Fees | 1,605,729 | 1,942,995 | 4,702,383 | 7,199,141 | ||||
| License Fees | 358,879 | 505,634 | 1,184,423 | 1,545,222 | ||||
| Other Fees | 42,805 | 37,136 | 138,377 | 75,453 | ||||
| SaaS Services Gross Billings | 2,007,413 | 3,095,140 | 6,025,183 | 10,690,872 | ||||
| Total Gross Billings | $ | 5,521,219 | $ | 6,653,249 | $ | 16,154,393 | $ | 21,107,784 |