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NOTE 4 - ACQUISITIONS (Tables) (People Cube Acquisition [Member]) | 9 Months Ended
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Sep. 30, 2013
People Cube Acquisition [Member] |
NOTE 4 - ACQUISITIONS (Tables) [Line Items] |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The following is the purchase price allocation for the acquisition of PeopleCube. We expect to continue to deduct goodwill arising from this acquisition for tax purposes over 15 years. We recorded the transaction using the acquisition method of accounting and recognized assets and liabilities assumed at their fair value as of the date of acquisition. The $7.4 million of intangible assets subject to amortization consist of $5.2 million allocated to Customer Relationships, $1.8 million in Developed Technology, $338 for Trade Names and $23 for a Covenant not-to-compete. We estimated the fair value of the Customer Relationships using the excess earnings method, a form of the income approach. We discounted cash flow projections using a rate of 16.6%, which reflects the risk associated with the intangible asset related to the other assets and the overall business operations to us. We estimated the fair value of the Developed Technology and Trade Names using the relief from royalty method based upon a 5% royalty rate. We estimated the value of the Covenant not-to-compete using a damages calculation, which is a form of the income approach.
Consideration paid: |  |  |
Cash per stock purchase agreement |  | $ | 10,000 |
Working capital adjustments |  |  | (200 | )
Total cash paid |  |  | 9,800 |
Fair value of note payable |  |  | 2,404 |
Fair value of stock issued |  |  | 747 |
Total consideration paid |  | $ | 12,951 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | We based the allocations on fair values at the date of acquisition:
|  | PeopleCube |
Assets Acquired |  |  |
Accounts receivable |  | $ | 2,608 |
Fixed assets |  |  | 117 |
Other assets |  |  | 124 |
Goodwill |  |  | 9,276 |
Intangibles |  |  | 7,445 |
Total assets acquired |  |  | 19,570 |
Liabilities assumed |  |  |  |
Accounts payable |  |  | (671 | )
Accrued other liabilities |  |  | (245 | )
Subordinated notes payable |  |  | (1,614 | )
Deferred revenue |  |  | (4,089 | )
Total liabilities assumed |  |  | (6,619 | )
Net assets acquired |  | $ | 12,951 |
Business Acquisition, Pro Forma Information [Table Text Block] | The following unaudited summary of pro forma combined results of operation for 2012 gives effect to the acquisition of PeopleCube as if we had completed it on January 1, 2012. This pro forma summary does not reflect any operating efficiencies, cost savings or revenue enhancements that we may achieve by combining companies. In addition, we have not reflected certain non-recurring expenses, such as legal expenses and other transactions expenses for the first 12 months after the acquisition, in the pro forma summary. We present this pro forma summary for informational purposes only and it is not necessarily indicative of what our actual results of operations would have been had the acquisition taken place as January 1, 2012, nor is it indicative of future consolidated results of operations.
|  | For the Three Months Ended September 30, |  |  | For the Nine Months Ended September 30, |
|  | 2012 (actual) |  |  | 2012 (pro forma) |
Revenues |  | $ | 5,659 |  |  | $ | 18,907 |
Net (loss) |  | $ | (1,228 | ) |  | $ | (4,355 | )
Net (loss) per common share: |  |  |  |  |  |  |  |
Basic and diluted |  | $ | (0.23 | ) |  | $ | (0.85 | )
Weighted average shares outstanding: |  |  |  |  |  |  |  |
Basic and diluted |  | $ | 5,245 |  |  | $ | 5,145 |

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