Fair Value Disclosures [Text Block] | 4. FAIR VALUE MEASUREMENTS The Company measures the fair value of its financial instruments in accordance with ASC 820-10, which refines the definition of fair value, provides a framework for measuring fair value and expands disclosures about fair value measurements. ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The statement establishes consistency and comparability by providing a fair value hierarchy that prioritizes the inputs to valuation techniques into three broad levels, which are described below: Level 1: Inputs are quoted market prices in active markets for identical assets or liabilities (these are observable market inputs). Level 2: Inputs are inputs other than quoted market prices included within Level 1 that are observable for the asset or liability (includes quoted market prices for similar assets or identical or similar assets in markets in which there are few transactions, prices that are not current or vary substantially). Level 3: Inputs are unobservable inputs that reflect the entitys own assumptions in pricing the asset or liability (used when little or no market data is available). Financial assets and liabilities included in our financial statements and measured at fair value are classified based on the valuation technique level in the table below: As of June 30, 2015 Total Level 1 Level 2 Level 3 Description: Cash and cash equivalents (1) $ 31,341,423 $ 31,341,423 $ $ Restricted cash (1) 1,161,250 1,161,250 Marketable securities (2) 1,540,000 1,540,000 Contingent earn-out (3) 2,524,023 2,524,023 Total at fair value $ 36,566,696 $ 32,502,673 $ $ 4,064,023 As of December 31, 2014 Total Level 1 Level 2 Level 3 Description: Cash and cash equivalents (1) $ 32,459,009 $ 32,459,009 $ $ Restricted cash (1) 1,301,000 1,301,000 Marketable securities (2) 3,569,240 2,009,240 1,560,000 Contingent earn-out (3) 2,602,105 2,602,105 Total at fair value $ 39,931,354 $ 35,769,249 $ $ 4,162,105 (1) Cash, cash equivalents and restricted cash, totaling approximately $32.5 million and $33.8 million as of June 30, 2015 and December 31, 2014, respectively, consist primarily of money market funds and checking accounts for which we determine fair value through quoted market prices. (2) Marketable securities as of December 31, 2014 include an investment grade corporate bond for which we determined fair value through quoted market prices. Marketable securities also consist of two municipal ARS issued by the District of Columbia having a fair value totaling approximately $1.5 million and $1.6 million as of June 30, 2015 and December 31, 2014, respectively. Historically, the fair value of ARS investments approximated par value due to the frequent resets through the auction process. Due to events in credit markets, the auction events, which historically have provided liquidity for these securities, have been unsuccessful. The result of a failed auction is that these ARS holdings will continue to pay interest in accordance with their terms at each respective auction date; however, liquidity of the securities will be limited until there is a successful auction, the issuer redeems the securities, the securities mature or until such time as other markets for these ARS holdings develop. For each of our ARS, we evaluate the risks related to the structure, collateral and liquidity of the investment, and forecast the probability of issuer default, auction failure, a successful auction at par, or a redemption at par, for each future auction period. Temporary impairment charges are recorded in accumulated other comprehensive loss, whereas other-than-temporary impairment charges are recorded in our consolidated statement of operations. As of June 30, 2015, the Company determined that there was a decline in the fair value of its ARS investments of $310 thousand from its cost basis, which was deemed temporary and was included within accumulated other comprehensive loss. The Company used both a discounted cash flow and market approach model to determine the estimated fair value of its ARS investments. The assumptions used in preparing the discounted cash flow model include estimates for interest rate, timing and amount of cash flows and expected holding period of ARS. (3) Contingent earn-out represents additional purchase consideration payable to the former shareholders of Management Diagnostics Limited based upon the achievement of specific 2017 audited revenue benchmarks. The probability of achieving each benchmark is based on Managements assessment of the projected 2017 revenue. The present value of each probability weighted payment was calculated by discounting the probability weighted payment by the corresponding present value factor. The following tables provide a reconciliation of the beginning and ending balance for the Companys assets and liabilities measured at fair value using significant unobservable inputs (Level 3): Marketable Securities Contingent Earn-Out Balance December 31, 2014 $ 1,560,000 $ 2,602,105 Change in fair value (20,000 ) - Purchase accounting adjustment - (144,398 ) Accretion of net present value - 66,316 Balance June 30, 2015 $ 1,540,000 $ 2,524,023 |