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Business Combinations (Tables)
 12 Months Ended
Dec. 31, 2012
Business Combinations [Abstract]  
Business Acquisition Cost Of Acquired Entity Purchase Price [Table Text Block]
The following table sets forth a final reconciliation of the provisional and final estimated fair value of consideration paid in connection with the asset purchase agreement with AGS as of December 31, 2011:

 

    Provisional     Purchase     Final Fair  
    Value     Adjustments     Value  
                   
Cash consideration paid   $ 7,500,000     $ - (1)   $ 7,500,000  
Non-continent subordinated seller financed note payable consideration     1,000,000       - (1)     1,000,000  
Contingent seller financed note payable consideration     3,000,000       (850,000 )(2)     2,150,000  
Net working capital escrow adjustment to consideration paid     -       (76,539 )(3)     (76,539 )
Fair value of total consideration transferred   $ 11,500,000     $ (926,539 )   $ 10,573,461  

 

(1) There were no changes in the provisional values established for cash and senior debt consideration paid in connection with this business combination.

 

(2) The contingent seller financed promissory note (“contingent obligation”) had a provisional value of $3.0 million at December 31, 2011. During the year ended December 31, 2012, the Company finalized its fair value accounting and determined the estimated fair value to be approximately $2.15 million as of December 31, 2011. This resulted in a reduction in the value of contingent obligation of approximately $850,000, thereby reducing goodwill in connection with this business combination.

 

(3) As required under the agreement a portion of the cash proceeds were held in escrow until certain transitional matters were completed by AGS. There were networking capital deficiency adjustments of approximately $76,000 which reduced purchase consideration paid to AGS from the escrow proceeds.
Schedule of Purchase Price Allocation [Table Text Block]

The following table sets forth a final reconciliation of the provisional and final estimated fair value of the assets acquired and liabilities assumed in the AGS business combination as of December 31, 2011:

 

    Provisional     Purchase     Final Fair  
    Value     Adjustments     Value  
                   
Fair value of identifiable assets acquired and                        
liabilities assumed:                        
Current assets   $ 3,235,413     $ (125,867 )(1)   $ 3,109,546  
Customer relationships     2,220,364       (240,364 )(2)     1,980,000  
Distribution channel     572,064       (32,064 )(2)     540,000  
Tradenames and trademarks     -       70,000 (2)     70,000  
Covenant not to compete     150,000       630,000 (2)     780,000  
Internally developed software     1,550,000       380,000 (2)     1,930,000  
Other assets     17,782       -       17,782  
Current liabilities     (2,762,055 )     (33,150 )(3)     (2,795,205 )
Total identifiable net assets acquired     4,983,568       648,555       5,632,123  
Goodwill     6,516,432       (1,575,094 )(4)     4,941,338  
Total purchase price   $ 11,500,000     $ (926,539 )   $ 10,573,461  

 

(1) Decrease in current assets reflects adjustments to cash due to timing differences and increased allowances for doubtful accounts related to past due receivables.

 

(2) Increase in fair value of identified intangible assets of approximately $807,570 based on final estimate of fair value of identified intangibles. The Company estimated the fair value of finite lived intangible assets acquired using discounted cash flow valuation techniques. These estimates of fair value included the use of Level 2 and Level 3 inputs.

 

(3) Increase in accrued expense to reflect an additional liability incurred as of the acquisition date.

 

(4) Decrease in goodwill reflects reduction in purchase consideration of approximately $850,000, networking capital adjustment of approximately $76,540 and increase in fair value of finite-lived intangible assets, partially offset by reductions in current assets as described in (1) and (2) above.
Business Acquisition, Pro Forma Information [Table Text Block]

In connection with the Company’s adoption of ASU 2010-29, Disclosure of Supplementary Pro Forma Information for Business Combinations, the following unaudited pro forma consolidated statements of operations for the years ended December 31, 2012 and 2011 have been prepared as if the acquisition of AGS had occurred at January 1, 2011 (unaudited):

 

    DECEMBER, 31  
    2012     2011  
             
Revenues, net   $ 55,782,742     $ 49,882,694  
Net Income (Loss)   $ 832,301     $ (705,689 )
Basic EPS   $ 0.013     $ (0.011 )
Diluted EPS   $ 0.013     $ (0.011 )