Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended |
Sep. 30, 2014 | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | SilverSun Technologies, Inc. |
Entity Central Index Key | 1236275 |
Amendment Flag | FALSE |
Document Type | S-1 |
Document Period End Date | 30-Sep-14 |
Entity Filer Category | Smaller Reporting Company |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Current assets: | |||
Cash and cash equivalents | $1,449,773 | $762,892 | $4,483 |
Accounts receivable, net of allowance for bad debts | 1,924,428 | 1,574,996 | 1,509,532 |
Unbilled services | 488,000 | 90,000 | |
Deferred tax asset - current | 40,000 | 40,000 | |
Prepaid expenses and other current assets | 132,421 | 69,276 | 131,520 |
Total current assets | 4,034,622 | 2,537,164 | 1,645,535 |
Property and equipment, net | 179,295 | 241,895 | 250,233 |
Intangible assets, net | 860,507 | 687,880 | 884,513 |
Deferred tax asset | 29,000 | 80,000 | |
Deposits and other assets | 26,575 | 22,836 | 21,996 |
Total assets | 5,129,999 | 3,569,775 | 2,802,277 |
Current liabilities: | |||
Bank line of credit | 178,633 | ||
Note payable to related party | 20,000 | 20,000 | |
Current portion of long-term debt | 218,805 | 175,000 | |
Accounts payable and accrued expenses | 2,234,039 | 1,836,229 | 1,953,182 |
Accrued interest | 14,692 | 13,291 | 12,422 |
Due to related party | 2,672 | 5,942 | |
Capital lease obligations | 46,199 | 53,726 | 88,829 |
Deferred revenue | 2,092,852 | 1,715,555 | 1,357,800 |
Total current liabilities | 4,606,587 | 3,816,473 | 3,616,808 |
Capital lease obligations - long-term | 24,943 | 48,624 | |
Long-term debt | 260,059 | 104,517 | |
Total liabilities | 4,891,589 | 3,969,614 | 3,616,808 |
Commitments and contingencies | |||
Stockholders' equity (deficit): | |||
Preferred stock, value | |||
Additional paid-in capital | 11,018,951 | 10,809,499 | 10,717,355 |
Accumulated deficit | -10,780,582 | -11,209,378 | -11,531,926 |
Total stockholders' equity (deficit) | 238,410 | -399,839 | -814,531 |
Total liabilities and stockholders' equity (deficit) | 5,129,999 | 3,569,775 | 2,802,277 |
Series A Preferred Stock [Member] | |||
Stockholders' equity (deficit): | |||
Preferred stock, value | |||
Series B Preferred Stock [Member] | |||
Stockholders' equity (deficit): | |||
Preferred stock, value | 1 | 1 | 1 |
Common Class A [Member] | |||
Stockholders' equity (deficit): | |||
Common stock, value | 40 | 39 | 39 |
Common Class B [Member] | |||
Stockholders' equity (deficit): | |||
Common stock, value | |||
Preferred Stock [Member] | |||
Stockholders' equity (deficit): | |||
Preferred stock, value |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Allowance for bad debts | $90,000 | $80,000 | $80,000 |
Preferred stock, authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, par value (in Dollars per share | $0.00 | $0.00 | $0.00 |
Preferred stock, issued | |||
Preferred stock, outstanding | |||
Series A Preferred Stock [Member] | |||
Preferred stock, authorized | 2 | 2 | 2 |
Preferred stock, par value (in Dollars per share | $0.00 | $0.00 | $0.00 |
Preferred stock, issued | |||
Preferred stock, outstanding | |||
Series B Preferred Stock [Member] | |||
Preferred stock, authorized | 1 | 1 | 1 |
Preferred stock, par value (in Dollars per share | $0.00 | $0.00 | $0.00 |
Preferred stock, issued | 1 | 1 | 1 |
Preferred stock, outstanding | 1 | 1 | 1 |
Common Class A [Member] | |||
Common stock par value (in Dollars per share) | $0.00 | $0.00 | $0.00 |
Common stock, authorized | 75,000,000 | 75,000,000 | 75,000,000 |
Common stock, issued | 3,954,897 | 3,922,566 | 3,898,364 |
Common stock, outstanding | 3,954,897 | 3,922,566 | 3,898,364 |
Common Class B [Member] | |||
Common stock par value (in Dollars per share) | $0.00 | $0.00 | $0.00 |
Common stock, authorized | 50,000,000 | 50,000,000 | 50,000,000 |
Common stock, issued | 0 | 0 | 0 |
Common stock, outstanding | 0 | 0 | 0 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Revenues: | ||||||
Product, net | $1,345,238 | $995,145 | $2,902,011 | $2,239,773 | $3,419,154 | $2,432,187 |
Service, net | 4,741,227 | 3,379,806 | 13,364,021 | 10,050,315 | 13,980,897 | 10,746,798 |
Total revenues, net | 6,086,465 | 4,374,951 | 16,266,032 | 12,290,088 | 17,400,051 | 13,178,985 |
Cost of revenues: | ||||||
Product | 699,750 | 563,858 | 1,481,915 | 1,146,150 | 1,707,142 | 1,173,510 |
Service | 2,828,168 | 2,180,106 | 7,872,689 | 6,271,221 | 8,942,768 | 6,671,375 |
Cost of revenues | 3,527,918 | 2,743,964 | 9,354,604 | 7,417,371 | 10,649,910 | 7,844,885 |
Gross profit | 2,558,547 | 1,630,987 | 6,911,428 | 4,872,717 | 6,750,141 | 5,334,100 |
Operating expenses: | ||||||
Selling expenses | 853,818 | 926,738 | 2,476,720 | 2,345,703 | 3,244,337 | 2,302,258 |
General and administrative expenses | 1,086,033 | 668,526 | 3,251,615 | 2,127,303 | 2,927,622 | 2,876,456 |
Share-based compensation | 56,092 | 25,404 | 119,161 | 34,212 | 17,616 | 1,136,258 |
Depreciation and amortization | 95,098 | 72,403 | 262,055 | 218,604 | 301,962 | 195,560 |
Total operating expenses | 2,091,041 | 1,693,071 | 6,109,551 | 4,725,822 | 6,491,537 | 6,510,532 |
Income (loss) from operations | 467,506 | -62,084 | 801,877 | 146,895 | 258,604 | -1,176,432 |
Other income (expense): | ||||||
Gain from bargain purchase | 17,932 | |||||
Interest expense, net | -21,494 | -20,135 | -45,717 | -51,399 | -56,056 | -76,670 |
Total other income (expense) | -21,494 | -20,135 | -45,717 | -51,399 | -56,056 | -58,738 |
Income (loss) before taxes | 446,012 | -82,219 | 756,160 | 95,496 | 202,548 | -1,235,170 |
Provision for income taxes | 197,847 | 327,364 | -120,000 | |||
Net income (loss) | $248,165 | ($82,219) | $428,796 | $95,496 | $322,548 | ($1,235,170) |
Net income (loss) per common share: | ||||||
Basic | $0.06 | ($0.02) | $0.11 | $0.02 | $0.08 | ($0.32) |
Fully diluted | $0.06 | ($0.02) | $0.11 | $0.02 | $0.08 | ($0.32) |
Weighted average shares: | ||||||
Basic | 3,945,924 | 3,906,506 | 3,938,618 | 3,902,008 | 3,902,008 | 3,846,518 |
Diluted | 3,947,376 | 3,906,506 | 3,939,642 | 3,902,008 | 3,902,008 | 3,846,518 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Deficit (USD $) | Total | Common Class A [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Noncontrolling Interest [Member] | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] |
Balance at Dec. 31, 2011 | ($899,645) | $1 | $9,327,017 | ($10,296,756) | $47,206 | $22,886 | $1 |
Balance (in Shares) at Dec. 31, 2011 | 148,564 | 2 | 1 | ||||
Exchange of shares of swk for shares of silver sun technologies, inc | 8 | 47,198 | -47,206 | ||||
Exchange of shares of swk for shares of silver sun technologies, inc (in Shares) | 755,489 | ||||||
Conversion of Series A Preferred Stock to common stock | 1 | 22,885 | -22,886 | ||||
Conversion of Series A Preferred Stock to common stock (in Shares) | 79,522 | 79,522 | -2 | ||||
Conversion of convertible promissory note to common stock | 43,946 | 29 | 44,547 | ||||
Conversion of convertible promissory note to common stock (in Shares) | 2,893,122 | ||||||
Share-based compensation | 1,136,258 | 1,136,258 | |||||
Issuance of warrants for services | 105,080 | 105,080 | |||||
Issuance of common stock for services | 35,000 | 35,000 | |||||
Issuance of common stock for services (in Shares) | 21,667 | ||||||
Net loss | -1,235,170 | -1,235,170 | |||||
Balance at Dec. 31, 2012 | -814,531 | 39 | 10,717,355 | -11,531,926 | 1 | ||
Balance (in Shares) at Dec. 31, 2012 | 3,898,364 | 1 | |||||
Conversion of Series A Preferred Stock to common stock (in Shares) | 210,526 | ||||||
Share-based compensation | 17,616 | 17,616 | |||||
Issuance of warrants for services | 28,528 | 28,528 | |||||
Common stock issued in a cashless exercise of warrants | |||||||
Common stock issued in a cashless exercise of warrants (in Shares) | 7,018 | ||||||
Issuance of common stock for repayment of accrued liabilities | 25,000 | 25,000 | |||||
Issuance of common stock for repayment of accrued liabilities (in Shares) | 7,184 | ||||||
Issuance of common stock for services | 21,000 | 3 | 21,000 | ||||
Issuance of common stock for services (in Shares) | 300,000 | 10,000 | |||||
Net loss | 322,548 | 322,548 | |||||
Balance at Dec. 31, 2013 | ($399,839) | $39 | $10,809,499 | ($11,209,378) | $1 | ||
Balance (in Shares) at Dec. 31, 2013 | 3,922,566 | 1 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Cash flows from operating activities: | ||||
Net income | $428,796 | $95,496 | $322,548 | ($1,235,170) |
Adjustments to reconcile net income to net cash provided by operating activities | ||||
Deferred income taxes | 51,000 | -120,000 | ||
Depreciation and amortization | 84,682 | 71,374 | 105,330 | 92,037 |
Amortization of intangibles | 177,373 | 147,231 | 196,633 | 103,523 |
Amortization of debt discount | 4,250 | |||
Provision for bad debts | 39,000 | |||
Share-based compensation | 119,161 | 34,212 | 17,616 | 1,136,258 |
Common stock issued in exchange for services | 69,500 | |||
Stock warrants issued in exchange for services | 28,528 | 28,528 | 105,080 | |
Gain from bargain purchase | -17,932 | |||
Common stock issued for services | 21,000 | 35,000 | ||
Changes in assets and liabilities: | ||||
Accounts receivable | -349,432 | 335,833 | -65,464 | -667,315 |
Unbilled services | -398,000 | -133,000 | ||
Prepaid expenses and other current assets | -63,146 | 50,077 | -27,756 | 22,240 |
Deposits and other assets | -3,739 | -161 | -840 | 35,925 |
Accounts payable and accrued expenses and due to related party | 415,931 | -153,774 | -91,953 | 693,137 |
Accrued interest | 1,401 | 788 | 869 | 4,747 |
Due to related parties | -3,270 | -393 | ||
Deferred revenue | 377,297 | 385,399 | 357,755 | 42,416 |
Net cash provided by operating activities | 910,824 | 862,003 | 740,996 | 392,803 |
Cash flows from investing activities: | ||||
Acquisition of new business | -441,964 | |||
Software development costs | -198,591 | |||
Purchase of property and equipment | -10,344 | -31,375 | -30,364 | -103,819 |
Net cash used in investing activities | -10,344 | -31,375 | -30,364 | -744,374 |
Cash flows from financing activities: | ||||
Repayment of bank line of credit | -178,633 | |||
Proceeds from (repayment of) line of credit, net | -178,633 | 178,633 | ||
Proceed from term loan | 350,000 | 350,000 | ||
Repayment of term loan | -70,483 | |||
Repayment of note payable to related party | -20,000 | -7,054 | ||
Repayment of long-term debt | -150,653 | -29,250 | ||
Principal payments under capital leases obligations | -42,946 | -39,220 | -53,107 | -49,247 |
Net cash (used in) provided by financing activities | -213,599 | 102,897 | 47,777 | 122,332 |
Net increase in cash and cash equivalents | 686,881 | 933,525 | 758,409 | -229,239 |
Cash and cash equivalents - beginning of period | 762,892 | 4,483 | 4,483 | 233,722 |
Cash and cash equivalents - end of period | 1,449,773 | 938,008 | 762,892 | 4,483 |
Cash paid during period for: | ||||
Interest | 48,391 | 50,525 | 69,134 | 66,776 |
Income taxes |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (Parenthetical) (USD $) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Capital lease obligations incurred | $45,383 | $66,628 | $73,709 | |
Non cash acquisition, promissory note principal amount | 350,000 | |||
promissory note in the aggregate principal amount, fair value | 350,000 | |||
Conversion of liability, common stock shares issued | 5,331 | 7,184 | 215,517 | 2,385,650 |
Conversion of liability, common stock shares issued, fair value | 20,792 | 25,000 | 25,000 | |
Debt conversion, original debt value | 20,792 | 25,000 | 25,000 | 43,946 |
Debt instrument, convertible, terms of conversion feature | 1,975 shares per $1 | |||
Exercise price of warrants | $0.90 | $0.03 | ||
Conversion of stock, shares converted (Warrant and preferred stock) | 8,333 | 250,000 | ||
Stock issued during period, shares, conversion of convertible securities | 7,018 | 210,526 | 79,522 | |
Issuance of common stock for services (in Shares) | 300,000 | |||
Shares issued for service, fair value | 21,000 | 35,000 | ||
Acquisition of SWK Technologies, Inc voting interest | 20.00% | |||
Repurchase of common stock | 22,664,678 | |||
Series A Preferred Stock [Member] | ||||
Conversion of convertible promissory note to common stock (in Shares) | ||||
Conversion of stock, shares converted (Warrant and preferred stock) | 2 | |||
Stock issued during period, shares, conversion of convertible securities | -2 | |||
Issuance of common stock for services (in Shares) | ||||
Shares issued for service, fair value | ||||
Common Class A [Member] | ||||
Conversion of convertible promissory note to common stock (in Shares) | 86,793,693 | |||
Common stock par value (in Dollars per share) | $0.00 | $0.00 | $0.00 |
Description_of_Business_and_Ba
Description of Business and Basis of Presentation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Dec. 31, 2013 | |
Description of Business and Basis of Presentation [Abstract] | ||
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | NOTE 1 — DESCRIPTION OF BUSINESS |
Description of Business | ||
SilverSun Technologies, Inc. (the “Company”) is an information technology company, and a value added reseller and master developer for Sage Software’s Sage100/500 and ERP X3 financial and accounting software as well as the publisher of its own proprietary Electronic Data Interchange (EDI) software, “MAPADOC.” The Company focuses on the business software and information technology consulting market, and is looking for other opportunities to grow its business. The Company sells services and products to various end users, manufacturers, wholesalers and distributor industry clients located throughout the United States. In June 2011, the Company changed its name from Trey Resources, Inc. to SilverSun Technologies, Inc. The Company is publicly traded and is currently quoted on the Over-the-Counter Bulletin Board (“OTCBB”) under the symbol “SSNT.” | ||
In June 2012 the Company completed the purchase of selected assets and obligations of HighTower, Inc., a leading Chicago-based reseller of Sage software applications and a publisher of proprietary business management enhancements. | ||
Description of Business | ||
SilverSun Technologies, Inc. and subsidiaries (the “Company”, “we”, “us”, “our”) are involved in the acquisition and build-out of technology engaged in providing transformational business management applications and professional consulting services to small and medium companies, primarily in manufacturing, distribution and service industries. We are executing a growth strategy centered on the development of our own proprietary business management solutions, including our MAPADOC® Electronic Data Interchange (EDI) solution and 36 other proprietary solutions and enhancements; as well as on the acquisition of application resellers and software publishers of unique and proprietary solutions in the extensive and expanding, but highly fragmented, business solutions marketplace. | ||
The Company is publicly traded and is currently quoted on the OTCQB marketplace (“OTCQB”) under the symbol “SSNT.” | ||
Basis of Presentation | ||
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC) and consequently do not include all information and footnotes required by GAAP for complete financial statements. In the opinion of management, the accompanying unaudited condensed financial statements contain all adjustments considered necessary for a fair presentation of such interim results. These results are not necessarily indicative of the results to be expected for the full year. The December 31, 2013 balance sheet included herein was derived from the audited financial statements included in the Company’s annual report on Form 10-K as of that date. Accordingly, the financial statements included herein should be reviewed in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 filed with the SEC on March 31, 2014. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||||||
Summary of Significant Accounting Policies [Abstract] | ||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||
Certain information in footnote disclosures normally included in the financial statements were prepared in conformity with accounting principles generally accepted in the United States of America, and have been condensed or omitted pursuant to such principles and the financial results for the periods presented may not be indicative of the full year’s results. The Company believes the disclosures are adequate to make the information presented not misleading. | Basis of Presentation | |||||||||
Use of Estimates | The accompanying consolidated financial statements include the accounts of SilverSun Technologies, Inc. (the “Company”) and its wholly-owned subsidiary, SWK Technologies, Inc. These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States. All significant inter-company transactions and accounts have been eliminated in consolidation. | |||||||||
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 revenue and expenses during the reporting period. Actual results could differ from those estimates. | Noncontrolling interest had represented third party ownership in the net assets of our consolidated subsidiaries. For financial reporting purposes, the assets and liabilities of our majority owned subsidiaries are consolidated with those of our own, with any third party investor’s interest shown as noncontrolling interest. | |||||||||
Deferred Revenues | On May 6, 2009, the Company sold twenty-five (25) newly issued shares or 20% of the stock of SWK Technologies, Inc. (“SWK”), a subsidiary of SilverSun Technologies, Inc., for a purchase price of $150,000 to the President of SWK. | |||||||||
Deferred revenues consist of maintenance service, customer support services, including telephone support and deposits for future consulting services which will be earned as services are performed over the contractual or stated period, which generally ranges from three to twelve months. | On January 12, 2012, SilverSun Technologies, Inc. entered into a share exchange agreement (the “Agreement”) with certain shareholders and the President (the “SWK Shareholders”) of SWK Technologies, Inc. Pursuant to the terms of the Agreement, the SWK Shareholders exchanged an aggregate of 25 shares of SWK to the Company for a total of 755,489 shares (the “Exchange Shares”) of the Company’s common stock (the “Exchange”). The shares had a fair value of approximately $612,000 ($0.81 per share) at the time of exchange. The transaction was recorded as an equity transaction. SWK is now a wholly-owned subsidiary of the Company. | |||||||||
Revenue Recognition | Use of Estimates | |||||||||
Revenue is recognized when products are shipped, or services are rendered, evidence of a contract exists, the price is fixed or reasonably determinable, and collectability is reasonably assured. | 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimates include: | |||||||||
Product Revenue | 1. Revenue recognition of software sales | |||||||||
Software product revenue is recognized when the product is shipped to the customer. The Company treats the software component and the professional services consulting component as two separate arrangements that represent separate units of accounting. The arrangement consideration is allocated to each unit of accounting based upon that unit’s proportion of the fair value. In a situation where both components are present, software sales revenue is recognized when collectability is reasonably assured and the product is delivered and has stand-alone value based upon vendor specific objective evidence (see below for recognition of professional service revenue). | 2. Allowance for doubtful accounts | |||||||||
Service Revenue | 3. Fair market value of share based payments and other equity instruments | |||||||||
Service revenue is comprised of primarily professional service consulting revenue, maintenance revenue and other ancillary services provided as described below. Professional service revenue is recognized as service time is incurred. | 4. Valuation of intangible assets | |||||||||
With respect to maintenance services, upon the completion of one year from the date of sale, considered to be the warranty period, the Company offers customers an optional annual software maintenance and support agreement for subsequent one-year periods. Maintenance and support agreements are recorded as deferred revenue and recognized over the respective terms of the agreements, which typically range from three months to one year and are included in services revenue in the Condensed Consolidated Statements of Operations. | 5. Valuation of deferred tax assets and liabilities | |||||||||
Shipping and handling costs charged to customers are classified as revenue, and the shipping and handling costs incurred are included in cost of sales. | Revenue Recognition | |||||||||
Long-Lived Assets | Revenue is recognized when products are shipped, or services are rendered, evidence of a contract exists, the price is fixed or reasonably determinable, and collectability is reasonably assured. | |||||||||
Long-lived assets are reviewed for impairment when circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability of such assets is measured by a comparison of the carrying amount of the assets to the future net cash flows estimated by the Company to be generated by such assets. If such assets are considered to be impaired, the impairment to be recognized is the amount by which the carrying amount of the assets exceeds the fair value of the assets. No impairment losses were identified or recorded for the nine months ended September 30, 2014. | Product Revenue | |||||||||
Reclassifications | Software product revenue is recognized when the product is shipped to the customer. The Company treats the software component and the professional services consulting component as two separate arrangements that represent separate units of accounting. The arrangement consideration is allocated to each unit of accounting based upon that unit’s proportion of the fair value. In a situation where both components are present, software sales revenue is recognized when collectability is reasonably assured and the product is delivered and has stand-alone value based upon vendor specific objective evidence (see below for recognition of professional service revenue). | |||||||||
Certain prior year amounts have been reclassified to conform to the current year presentation. The reclassifications have had no effect on the financial position, operations or cash flows for the nine month period ended September 30, 2013. | Service Revenue | |||||||||
Service revenue is comprised of primarily professional service consulting revenue, maintenance revenue and other ancillary services provided as described below. Professional service revenue is recognized as service time is incurred. | ||||||||||
With respect to maintenance services, upon the completion of one year from the date of sale, considered to be the warranty period, the Company offers customers an optional annual software maintenance and support agreement for subsequent one-year periods. Maintenance and support agreements are recorded as deferred revenue and recognized over the respective terms of the agreements, which typically range from three months to one year and are included in services revenue in the Consolidated Statements of Operations. | ||||||||||
Shipping and handling costs charged to customers are classified as revenue, and the shipping and handling costs incurred are included in cost of sales. | ||||||||||
Cash and Cash Equivalents | ||||||||||
The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company maintains cash balances at financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to federally insured limits. At times balances may exceed FDIC insured limits. The Company has not experienced any losses in such accounts. | ||||||||||
Concentration of Credit Risk | ||||||||||
For the years ended December 31, 2013 and 2012, our top ten customers accounted for 19% ($3,159,000) and 17% ($2,262,000), respectively, of our total revenues. The Company does not rely on any one specific customer for any significant portion of our revenue base. | ||||||||||
For the years ended December 31 2013 and 2012, purchases from one supplier were approximately 31% and 47% of cost of revenues, respectively. | ||||||||||
For the years ended December 31, 2013 and 2012, one supplier represented approximately 52% and 43% of total accounts payable, respectively. | ||||||||||
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of trade accounts receivable and cash and cash equivalents. As of December 31, 2013 the Company believes it has no significant risk related to its concentration of accounts receivable. | ||||||||||
Accounts Receivable | ||||||||||
Accounts receivable consist primarily of invoices for maintenance and professional services. Full payment for software ordered by customers is due in advance of ordering from the software supplier. Payments for maintenance and support plan renewals are due before the beginning of the maintenance period. Terms under our professional service agreements are generally 50% due in advance and the balance on completion of the services. | ||||||||||
The Company maintains an allowance for bad debt estimated by considering a number of factors, including the length of time the amounts are past due, the Company’s previous loss history, the customer’s current ability to pay its obligations and the condition of the general economy and the industry as a whole. | ||||||||||
Property and Equipment | ||||||||||
Property and equipment is stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method based upon the estimated useful lives of the assets, generally five to seven years. Maintenance and repairs that do not materially add to the value of the equipment nor appreciably prolong its life are charged to expense as incurred. | ||||||||||
When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss is included in the Statements of Operations. | ||||||||||
Deferred Revenues | ||||||||||
Deferred revenues consist of maintenance service, customer support services, including telephone support and deposits for future consulting services which will be earned as services are performed over the contractual or stated period, which generally ranges from three to twelve months. | ||||||||||
Deferred Income Taxes | ||||||||||
Deferred income taxes reflects the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, as well as net operating loss carryforwards. Deferred tax assets and liabilities are classified as current or non-current based on the classification of the related assets or liabilities for financial reporting, or according to the expected reversal dates of the specific temporary differences, if not related to an asset or liability for financial reporting. Valuation allowances are established against deferred tax assets if it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates or laws is recognized in operations in the period that includes the enactment date. | ||||||||||
The Company has federal net operating loss (“NOL”) carryforwards which are subject to limitations under Section 382 of the Internal Revenue Code. | ||||||||||
Income Tax Uncertainties | ||||||||||
The calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for uncertain tax positions based on the two-step process prescribed by applicable accounting principles. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step requires the Company to estimate and measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as this requires the Company to determine the probability of various possible outcomes. The Company reevaluates these uncertain tax positions, based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit, and new audit activity. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision in the period. The Company recognizes interest and penalties as incurred in finance income (expense), net in the Consolidated Statements of Operations. | ||||||||||
There were no liabilities for uncertain tax positions at December 31, 2013 and 2012. | ||||||||||
Fair Value Measurement | ||||||||||
The Company adopted the provisions of the accounting pronouncement which defines fair value, establishes a framework for measuring fair value and enhances fair value measurement disclosure. Under the provisions of the pronouncement, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. | ||||||||||
The pronouncement establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use on unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is described below: | ||||||||||
Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. | ||||||||||
Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. | ||||||||||
Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. | ||||||||||
The Company’s current financial assets and liabilities approximate fair value due to their short term nature and include cash, accounts receivable, accounts payable, capital leases and line of credit. | ||||||||||
See also Notes 4, 5 and 13. | ||||||||||
Definite Lived Intangible Assets | ||||||||||
The values assigned to purchased intangible assets were based on an independent valuation. Purchased intangible assets are amortized over the useful lives of the asset using the straight-line amortization method. | ||||||||||
The Company assesses potential impairment of its intangible assets when there is evidence that recent events or changes in circumstances have made recovery of an asset’s carrying value unlikely. Factors the Company considers important, which may cause impairment include, among others, significant changes in the manner of use of the acquired asset, negative industry or economic trends, and significant underperformance relative to historical or projected operating results. | ||||||||||
Long-Lived Assets | ||||||||||
Long-lived assets are reviewed for impairment when circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability of such assets is measured by a comparison of the carrying amount of the assets to the future net cash flows estimated by the Company to be generated by such assets. If such assets are considered to be impaired, the impairment to be recognized is the amount by which the carrying amount of the assets exceeds the fair value of the assets. No impairment losses were identified or recorded in the years ended December 31, 2013 and 2012. | ||||||||||
Stock-Based Compensation | ||||||||||
Compensation expense related to share-based transactions, including employee stock options, is measured and recognized in the financial statements based on a determination of the fair value of the stock options. The grant date fair value is determined using the Black-Scholes-Merton (“Black-Scholes”) pricing model. For all employee stock options, the Company recognizes expense over the requisite service period on a straight-line basis (generally the vesting period of the equity grant). The Company’s option pricing model requires the input of highly subjective assumptions, including the expected stock price volatility, expected term, and forfeiture rate. Any changes in these highly subjective assumptions significantly impact stock-based compensation expense. | ||||||||||
Earnings per Share | ||||||||||
The Company’s basic income (loss) per common share is based on net income (loss) for the relevant period, divided by the weighted average number of common shares outstanding during the period. Diluted income per common share is based on net income, divided by the weighted average number of common shares outstanding during the period, including common share equivalents, such as outstanding stock options and warrants to the extent they are dilutive. Diluted loss per share does not include common stock equivalents, stock options and warrants, as these shares would have an anti-dilutive effect as their exercise prices were above the market price of the Company’s common stock at December 31, 2013. | ||||||||||
The computation of EPS is approximately as follows: | ||||||||||
Year Ended | Year Ended | |||||||||
31-Dec-13 | 31-Dec-12 | |||||||||
Basic net income (loss) per share: | ||||||||||
Net income (loss) attributable to common stockholders | $ | 322,548 | $ | (1,235,170 | ) | |||||
Weighted-average common shares outstanding | 3,902,008 | 3,846,518 | ||||||||
Basic net income (loss) per share attributable to common stockholders | $ | 0.08 | $ | (0.32 | ) | |||||
Diluted net income (loss) per share: | ||||||||||
Net income (loss) attributable to common stockholders | $ | 322,548 | $ | (1,235,170 | ) | |||||
Weighted-average common shares outstanding | 3,902,008 | 3,846,518 | ||||||||
Incremental shares attributable to warrants and convertible promissory note | — | — | ||||||||
Total adjusted weighted-average shares | 3,902,008 | 3,846,518 | ||||||||
Diluted net income (loss) per share attributable to common stockholders | $ | 0.08 | $ | (0.32 | ) | |||||
The following table summarizes securities that, if exercised, would have an anti-dilutive effect on earnings per share. | ||||||||||
2013 | 2012 | |||||||||
Stock options | 89,116 | 95,824 | ||||||||
Warrants | 25,000 | 25,000 | ||||||||
Total potential dilutive securities not included in loss per share | 114,113 | 120,824 | ||||||||
Recent Accounting Pronouncements | ||||||||||
No recently issued accounting pronouncements had or are expected to have a material impact on the Company’s consolidated financial statements. |
Net_Income_per_Common_Share
Net Income per Common Share | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Net Income per Common Share [Abstract] | |||||||||||||||||
NET INCOME PER COMMON SHARE | NOTE 3 — NET INCOME PER COMMON SHARE | ||||||||||||||||
The Company’s basic income per common share is based on net income for the relevant period, divided by the weighted average number of common shares outstanding during the period. Diluted income per common share is based on net income, divided by the weighted average number of common shares outstanding during the period, including common share equivalents, such as outstanding stock options and warrants to the extent they are dilutive. The computation of diluted income per share for the three and nine months ended September 30, 2013 does not include share equivalents as all warrants and options exceeded the average market price of the common stock and were therefore antidilutive. | |||||||||||||||||
Three Months | Three Months | Nine Months | Nine Months | ||||||||||||||
Ended | Ended | Ended | Ended | ||||||||||||||
September 30, | September 30, | September 30, | September 30, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Basic net income (loss) per share computation: | |||||||||||||||||
Net income (loss) | $ | 248,165 | $ | (82,219 | ) | $ | 428,796 | $ | 95,496 | ||||||||
Weighted-average common shares outstanding | 3,945,924 | 3,906,506 | 3,938,618 | 3,902,008 | |||||||||||||
Basic net income (loss) per share | $ | 0.06 | $ | (0.02 | ) | $ | 0.11 | $ | 0.02 | ||||||||
Diluted net income (loss) per share computation: | |||||||||||||||||
Net income (loss) | $ | 248,165 | $ | (82,219 | ) | $ | 428,796 | $ | 95,496 | ||||||||
Weighted-average common shares outstanding | 3,945,924 | 3,906,506 | 3,938,618 | 3,902,008 | |||||||||||||
Incremental shares attributable to the common stock equivalents | 1,452 | — | 1,024 | — | |||||||||||||
Total adjusted weighted-average shares | 3,947,376 | 3,906,506 | 3,939,642 | 3,902,008 | |||||||||||||
Diluted net income (loss) per share | $ | 0.06 | $ | (0.02 | ) | $ | 0.11 | $ | 0.02 | ||||||||
The following table summarizes securities that, if exercised, would have an anti-dilutive effect on earnings per share. | |||||||||||||||||
Nine Months | Nine Months | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Stock options | 169,116 | 89,116 | |||||||||||||||
Warrants | 16,667 | 25,000 | |||||||||||||||
Total potential dilutive securities not included in income per share | 185,783 | 114,116 | |||||||||||||||
Three Months | Three Months | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Stock options | 169,116 | 89,116 | |||||||||||||||
Warrants | 16,667 | 25,000 | |||||||||||||||
Total potential dilutive securities not included in income per share | 185,783 | 114,116 | |||||||||||||||
Notes_Payable_to_Related_Party
Notes Payable to Related Party | 9 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Dec. 31, 2013 | |
Notes Payable to Related Party [Abstract] | ||
NOTES PAYABLE TO RELATED PARTY | NOTE 4 — NOTES PAYABLE TO RELATED PARTY | NOTE 10 – NOTES PAYABLE TO RELATED PARTY |
On October 19, 2010, the Company borrowed $45,000 in exchange for issuing a Note payable to Mr. Meller. The Note Payable is not collateralized, not convertible, and carries an interest rate of 3% per annum on the unpaid balance. Mr. Meller extended the due date of the remaining Note Payable from January 2014 to January 2015. In September 2014, the note and accrued interest was paid in full. The outstanding balance at September 30, 2014 and December 31, 2013 was $-0- and $20,000, respectively, plus accrued interest of $-0- and $2,672, respectively, which was included in Due to Related Party in the accompanying balance sheet at December 31, 2013. | ||
On October 19, 2010, the Company borrowed $45,000 in exchange for issuing a Note payable to Mr. Meller. The Note Payable is not collateralized, and carries an interest rate of 3% per annum on the unpaid balance. In January 2013, Mr. Meller extended the due date of the Note Payable to January 2014. The outstanding balance at December 31, 2013 and 2012 was $20,000. |
Property_and_Equipment
Property and Equipment | 9 Months Ended | 12 Months Ended | ||||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||||||||||||||
Property and Equipment [Abstract] | ||||||||||||||||||
PROPERTY AND EQUIPMEN | NOTE 5 – PROPERTY AND EQUIPMENT | NOTE 3 - PROPERTY AND EQUIPMENT | ||||||||||||||||
Property and equipment is summarized as follows: | ||||||||||||||||||
Property and equipment is summarized as follows: | 31-Dec-13 | 31-Dec-12 | ||||||||||||||||
Leasehold improvements | $ | 30,557 | $ | 30,557 | ||||||||||||||
Equipment, furniture and fixtures | 1,001,920 | 904,928 | ||||||||||||||||
1,032,477 | 935,485 | |||||||||||||||||
September 30, | December 31, | Less: Accumulated depreciation | (790,582 | ) | (685,252 | ) | ||||||||||||
2014 | 2013 | |||||||||||||||||
Leasehold improvements | $ | 30,557 | $ | 30,557 | Property and equipment, net | $ | 241,895 | $ | 250,233 | |||||||||
Equipment, furniture and fixtures | 1,024,002 | 1,001,920 | ||||||||||||||||
1,054,559 | 1,032,477 | Depreciation and amortization expense related to these assets for the years ended December 31, 2013 and 2012 was $105,330 and $92,037. | ||||||||||||||||
Less: Accumulated depreciation | (875,264 | ) | (790,582 | ) | ||||||||||||||
Property and equipment, net | $ | 179,295 | $ | 241,895 | ||||||||||||||
Depreciation and amortization expense related to these assets for the three and nine months ended September 30, 2014 was $28,196 and $84,682, respectively, as compared to $23,000 and $71,374 for the three and nine months ended September 30, 2013, respectively. |
Business_Combination
Business Combination | 9 Months Ended | 12 Months Ended | ||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||||||||||
Business Combinations [Abstract] | ||||||||||||||
BUSINESS COMBINATION | NOTE 6 — BUSINESS COMBINATION | NOTE 4 — BUSINESS COMBINATION | ||||||||||||
On May 6, 2014 SWK Technologies, Inc. (“SWK”) , a wholly owned subsidiary of SilverSun Technologies, Inc, entered into an Asset Purchase Agreement with ESC, Inc. d/b/a ESC Software, an Arizona corporation, and Alan H. Hardy and Michael Dobberpuhl in their individual capacity as Shareholders. SWK acquired certain assets of ESC (as defined in the Purchase Agreement). In full consideration for the acquired assets, the Company issued in favor of Seller a promissory note in the aggregate principal amount of $350,000 (see Note 8). The purchase price has been initially allocated based on the Company’s estimate of fair value to intangible assets, which are expected to consist primarily of customers lists with an estimated life of five years. Upon completion of an independent valuation, the allocation of the purchase price may be modified accordingly, with the excess purchase consideration, if any, being allocated to goodwill. | In June 2012, the Company’s wholly-owned subsidiary, SWK Technologies, Inc., acquired certain assets of HighTower Inc. for total consideration of $441,964 in cash and noncash assumption of deferred revenue obligation of $299,634. Based on an independent valuation, the purchase price was allocated to the tangible and identifiable intangible assets acquired and liabilities according to their respective estimated fair values. The following summarizes the purchase price allocation: | |||||||||||||
Additionally, in connection with the Purchase Agreement, the Company entered into an Employment Agreement with Alan H. Hardy pursuant to which Mr. Hardy will serve as SWK’s Senior Vice President of business development. Mr. Hardy’s duties will vary, but will focus primarily on business development and software application sales. The term of the Employment Agreement is three years (the “Term”). SWK shall pay Mr. Hardy a base salary of $162,000 per annum. Additionally, Mr. Hardy shall receive 20,000 options to purchase the Company’s common stock (see Note 10) at a strike price of $4.50 per share (the “Options”). The Options shall vest at 20% year over year for five years. | Current assets | $ | 38,736 | |||||||||||
The Company’s condensed consolidated financial statements for the three months and nine months September 30, 2014 include the results of ESC since date of acquisition. For the nine months ended September 30, 2014, the ESC operations had a net profit of $9,000 that was included in the Company’s Condensed Consolidated Statement of Operations, which consisted of approximately $429,000 in revenues and $420,000 in expenses. | Long-lived assets | 26,794 | ||||||||||||
The following unaudited pro forma information does not purport to present what the Company’s actual results would have been had the acquisition occurred on January 1, 2013, nor is the financial information indicative of the results of future operations. The following table represents the unaudited consolidated pro forma results of operations for the nine months ended September 30, 2014 and 2013 as if the acquisition occurred on January 1, 2013. Operating expenses have been increased for the amortization expense associated with the estimated fair value adjustment as of September 30, 2014 of expected definite lived intangible assets. | Bargain purchase gain | (17,932 | ) | |||||||||||
Pro Forma | Nine Months Ended | Nine Months Ended | Intangible assets | 694,000 | ||||||||||
30-Sep-14 | 30-Sep-13 | Deferred maintenance liability | (299,634 | ) | ||||||||||
Net sales | $ | 17,000,967 | $ | 13,530,826 | ||||||||||
Operating expenses | 6,238,390 | 5,035,264 | Fair value of net assets acquired | $ | 459,896 | |||||||||
Income before taxes | 858,658 | 104,756 | ||||||||||||
Net income | $ | 493,370 | $ | 104,756 | Cash paid for acquisition | 441,964 | ||||||||
Basic and diluted income per common share | $ | 0.13 | $ | 0.03 | Bargain purchase gain | 17,932 | ||||||||
Total purchase price | $ | 459,896 | ||||||||||||
Intangible assets acquired are primarily made up of a customer list acquired and proprietary technology. Acquisition costs were approximately $46,000, which are included in general and administrative expenses. | ||||||||||||||
The Company’s consolidated financial statements for the year ended December 31, 2012 include the results of HighTower since date of acquisition. The following unaudited pro forma information assumes the acquisition occurred on January 1, but does not purport to present what the Company’s actual results would have been had the acquisition actually occurred on January 1, 2011, nor is the financial information indicative of the results of future operations. The unaudited pro forma financial information includes the depreciation and amortization expense related to the acquisition. | ||||||||||||||
Pro - Forma (unaudited) | Year Ended | |||||||||||||
31-Dec-12 | ||||||||||||||
Total revenue, net | $ | 13,773,967 | ||||||||||||
Cost of revenues | 8,039,161 | |||||||||||||
Operating expenses | 7,008,124 | |||||||||||||
Other expense (income) | 56,635 | |||||||||||||
Income (loss) before taxes | (1,235,170 | ) | ||||||||||||
Net income (loss) | $ | (1,329,953 | ) | |||||||||||
Basic income (loss) per common share | $ | (0.34 | ) | |||||||||||
Diluted income (loss) per common share | $ | (0.34 | ) | |||||||||||
For the year ended December 31, 2012, the HighTower operations contributed approximately $461,647 in net income, which consisted of approximately $1,145,319 in revenues and $683,672 in expenses. These revenues were generated in combination with HighTower and SWK personnel, and likely would not have been achieved if HighTower was a standalone business. |
Intangible_Assets
Intangible Assets | 9 Months Ended | 12 Months Ended | |||||||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | ||||||||||||||||||||
Intangible Assets [Abstract] | |||||||||||||||||||||
INTANGIBLE ASSETS | NOTE 7 — INTANGIBLE ASSETS | NOTE 5 – INTANGIBLE ASSETS | |||||||||||||||||||
Intangible assets consist of intellectual property and customer lists acquired and are carried at cost less accumulated amortization. Amortization is computed using the straight-line method over five years for all of the intangibles. | |||||||||||||||||||||
The components of intangible assets are as follows: | Intangible assets consist of intellectual property and customer lists acquired and are carried at cost less accumulated amortization. Amortization is computed using the straight-line method over the estimated useful lives. | ||||||||||||||||||||
September 30, | December 31, | ||||||||||||||||||||
2014 | 2013 | The components of intangible assets are as follows: | |||||||||||||||||||
Proprietary developed software | $ | 294,036 | $ | 294,036 | |||||||||||||||||
Intellectual property, customer list, and acquired contracts | 1,044,000 | 694,000 | 31-Dec-13 | 31-Dec-12 | Estimated Useful Lives | ||||||||||||||||
Proprietary developed software | $ | 294,036 | $ | 294,036 | 5 | ||||||||||||||||
Total intangible assets | $ | 1,338,036 | $ | 988,036 | Intellectual property, customer list, and acquired contracts | 694,000 | 694,000 | 5 | |||||||||||||
Less: accumulated amortization | (477,529 | ) | (300,156 | ) | |||||||||||||||||
$ | 860,507 | $ | 687,880 | Total intangible assets | $ | 988,036 | $ | 988,036 | |||||||||||||
Amortization expense included in depreciation and amortization was $66,902 and $177,373, respectively, for the three and nine months ended September 30, 2014 as compared to $49,402 and $147,231, respectively, for the three and nine months ended September 30, 2013. | Less: accumulated amortization | 300,156 | 103,523 | ||||||||||||||||||
The Company expects future amortization expense to be the following: | $ | 687,880 | $ | 884,513 | |||||||||||||||||
Amortization | |||||||||||||||||||||
Balance of 2014 | $ | 66,901 | Amortization expense related to the above intangible assets was $196,633 and $103,523, respectively, the tears ended December 31, 2013 and 2012. | ||||||||||||||||||
2015 | 267,607 | ||||||||||||||||||||
2016 | 267,607 | The Company expects amortization expense to be the following: | |||||||||||||||||||
2017 | 165,059 | ||||||||||||||||||||
2018 | 70,000 | Amortization | |||||||||||||||||||
2019 | 23,333 | ||||||||||||||||||||
2014 | $ | 197,607 | |||||||||||||||||||
Total | $ | 860,507 | 2015 | 197,607 | |||||||||||||||||
2016 | 197,607 | ||||||||||||||||||||
2017 | 95,059 | ||||||||||||||||||||
Total | $ | 687,880 | |||||||||||||||||||
Line_of_Credit_Term_Loan_and_P
Line of Credit, Term Loan and Promissory Note | 9 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Dec. 31, 2013 | |
Line of Credit, Term Loan and Promissory Note / Due to Related Party [Abstract] | ||
LINE OF CREDIT, TERM LOAN AND PROMISSORY NOTE | NOTE 8 — LINE OF CREDIT, TERM LOAN AND PROMISSORY NOTE | NOTE 6 – LINE OF CREDIT AND TERM LOAN |
On August 1, 2013, the Company entered into a line of credit and term loan with a bank. The term of the line is for two years, expiring on July 31, 2015. The agreement includes a borrowing base calculation tied to accounts receivable with a maximum availability of $750,000 at prime plus 1.75% interest (currently 5%). The line is collateralized by substantially all of the assets of the Company and is guaranteed by the Company’s Chief Executive Officer, Mr. Meller. The credit facility requires the Company to pay a monitoring fee of $1,000 monthly. At September 30, 2014, the Company was in compliance with its required financial covenants, the fixed charge ratio and debt to net worth. As of September 30, 2014, the availability under this line was $750,000. | ||
Under the term loan, the Company borrowed $350,000 in July 2013 from a bank. The term of the loan is for two years and expires on July 31, 2015. Monthly payments are at $15,776 including interest at 8%. The term loan is collateralized by substantially all of the assets of the Company and is guaranteed by the Company’s Chief Executive Officer, Mr. Meller. The outstanding balances at September 30, 2014 and December 31, 2013 were $151,125 and $279,517, respectively. | In October 2011, the Company negotiated a line of credit from a bank. The agreement included a borrowing base calculation tied to accounts receivable with a maximum availability of $750,000. On August 1, 2013, the Company negotiated a new line of credit and term loan from the bank. The term of the line is for two years and expires on July 31, 2015. The agreement included a borrowing base calculation tied to accounts receivable with a maximum availability of $750,000 at prime plus 1.75% interest (currently 5%). The line is collateralized by substantially all of the assets of the Company and is guaranteed by the Company’s Chief Executive Officer, Mr. Meller. The credit facility requires the Company to pay a monitoring fee of $1,000 monthly. At December 31, 2013, the Company was in compliance with the required financial covenants, the fixed charge ratio and debt to net worth. As of December 31, 2013, the availability under this line was $750,000. | |
In connection with the May 6 acquisition of ESC, Inc., the Company issued a promissory note in the amount of $350,000 (the “Note”). The Note is due sixty (60) months from the Closing Date (the “Maturity Date”) and bears interest at a rate of two percent (2%) per annum. Monthly principal and interest payments are $6,135. Any overdue principal or interest on the Note shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the lesser of (i) the maximum interest rate permitted by applicable law or (ii) ten percent (10%). The outstanding balance at September 30, 2014 was $327,739. | ||
Under the term loan, the Company borrowed $350,000 in July 2013 from a bank. The term of the loan is for two years and expires on July 31, 2015. Monthly payments are at $15,776 including interest at 8%. The term loan is collateralized by substantially all of the assets of the Company and is guaranteed by the Company’s Chief Executive Officer, Mr. Meller. At December 31, 2013 the outstanding balance was $279,517. | ||
Recent_Accounting_Pronouncemen
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2014 | |
Recent Accounting Pronouncements [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | NOTE 9 – RECENT ACCOUNTING PRONOUNCEMENTS |
In May 2014, the FASB issued Accounting Standard Update No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” (“ASU 2014-09”). ASU 2014-09 outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. This new revenue recognition model provides a five-step analysis in determining when and how revenue is recognized. The new model will require revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services. This ASU is effective for annual reporting periods beginning after December 15, 2016 and early adoption is not permitted. Accordingly, the Company will adopt this ASU on January 1, 2017. Companies may use either a full retrospective or modified retrospective approach to adopt this ASU and management is currently evaluating which transition approach to use. The Company is currently assessing the impact that adopting this new accounting guidance will have on its consolidated financial statements and footnote disclosures. | |
No other recently issued accounting pronouncements had or are expected to have a material impact on the Company’s consolidated financial statements. |
Stock_Options_and_Warrants
Stock Options and Warrants | 9 Months Ended | 12 Months Ended | ||||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||||||||||||||
Stock Options and Warrants [Abstract] | ||||||||||||||||||
STOCK OPTIONS AND WARRANTS | NOTE 10 — STOCK OPTIONS | NOTE 14 — STOCK OPTIONS AND WARRANTS | ||||||||||||||||
In February 2014, the Company granted 50,000 incentive stock options with an exercise price of $4.50 per option to certain non-executive employees under the 2004 Stock Incentive Plan. Approximately 25,000 of the options vest immediately with the remaining 50% vesting ratably over a three-year period. The Company estimated the fair value of each option using the Black Scholes option-pricing model with the following weighted-average assumptions: expected dividend yield of 0.0%, risk-free interest rate of 0.71%, volatility at 353.95% and an expected life of 5 years. The Company estimates the forfeiture rate based on historical data. Based on an analysis of historical information, the Company has applied a forfeiture rate of 15%. As a result, the Company estimated the value of these options at $115,488. | 2004 Stock Incentive Plan | |||||||||||||||||
In May 2014, the Company granted 20,000 incentive stock options with an exercise price of $4.50 per option to Mr. Alan H. Hardy (see Note 6) under the 2004 Stock Incentive Plan. The Company recognizes compensation cost on awards on a straight-line basis over the vesting period, approximately five years. The Company estimated the fair value of each option using the Black Scholes option-pricing model with the following weighted-average assumptions: expected dividend yield of 0.0%, risk-free interest rate of 1.68%, volatility at 328.76% and an expected life of 5 years. The Company estimates the forfeiture rate based on historical data. Based on an analysis of historical information, the Company has applied a forfeiture rate of 15%. As a result, the Company estimated the value of these options at $77,981. | The Company adopted the 2004 Stock Incentive as amended Plan (the “2004 Plan”) which reserves for issuance up to 116,067 shares of the Company’s Common Stock in order to attract and retain qualified employees, directors, independent contractors or agents of the Company. Under the Plan, the Board of Directors (the “Board”), in its discretion may grant stock options (including non-statutory stock options and incentive stock options qualifying under Section 422 of the Code), stock appreciation rights (including free-standing, tandem and limited stock appreciation rights), warrants, dividend equivalents, stock awards, restricted stock, phantom stock, performance shares or other securities or rights that the Board determines to be consistent with the objectives and limitations of the plan at a price to be equal to or greater than 50% of the fair market value of such shares on the date of grant of such award. The Board may determine that all or a portion of a payment to a participant under the Plan, whether it is to be made in cash, shares of the Company common stock or a combination thereof, shall be vested at such times and upon such terms as may be selected by it in its sole discretion. The Plan (but not the awards theretofore granted under the Plan) shall terminate on and no awards shall be granted after September 29, 2014. | |||||||||||||||||
In July 2014, the Company granted 10,000 incentive stock options with an exercise price of $4.50 per option to certain non-executive employees under the 2004 Stock Incentive Plan. Options vest immediately. The Company estimated the fair value of each option using the Black Scholes option-pricing model with the following weighted-average assumptions: expected dividend yield of 0.0%, risk-free interest rate of 1.0%, volatility at 323.81% and an expected life of 5 years. As a result, the Company estimated the value of these options at $44,987. | 2007 Consultant Stock Incentive Plan | |||||||||||||||||
For the three and nine months ended September 30, 2014, share-based compensation was $56,092 and $119,161, as compared to $25,404 and $34,212 for the three and nine months ended September 30, 2013. | The Company adopted the 2007 Consultant Stock Incentive Plan (the “2007 Plan”) to: (i) provide long-term incentives, payment in stock in lieu of cash and rewards to consultants, advisors, attorneys, independent contractors or agents (“Eligible Participants”) of the Company; (ii) assist the Company in attracting and retaining independent contractors or agents with experience and/or ability on a basis competitive with industry practices; and (iii) associate the interests of such independent contractors or agents with those of the Company’s stockholders. The Company has reserved 19,393 shares for issuance under this plan. Awards under the Plan may include, but need not be limited to, stock options (including non-statutory stock options and incentive stock options qualifying under Section 422 of the Code), stock appreciation rights (including free-standing, tandem and limited stock appreciation rights), warrants. | |||||||||||||||||
dividend equivalents, stock awards, restricted stock, phantom stock, performance shares or other securities or rights that the Board determines to be consistent with the objectives and limitations of the Plan. The price shall be equal to or greater than 50% of the fair market value of such shares on the date of grant of such award. The Board shall determine the extent to which awards shall be payable in cash, shares of the Company common stock or any combination thereof. The Board may determine that all or a portion of a payment to a participant under the Plan, whether it is to be made in cash, shares of the Company common stock or a combination thereof shall be deferred. Deferrals shall be for such periods and upon such terms as the Board may determine in its sole discretion. The Plan (but not the awards theretofore granted under the Plan) shall terminate on and no awards shall be granted after January 22, 2017. | ||||||||||||||||||
2004 Directors’ and Officers’ Stock Incentive Plan | ||||||||||||||||||
The Company adopted the 2004 Directors’ and Officers’ Stock Incentive Plan (the “2004 D&O Plan”) which reserves for issuance up to 5,520 shares of the Company’s Common Stock in order to provide long-term incentive and rewards to officers and directors of the Company and subsidiaries and to attract and retain qualified employees, directors, independent contractors or agents of the Company. Awards under the Plan may include, but need not be limited to, stock options (including non-statutory stock options and incentive stock options qualifying under Section 422 of the Code), stock appreciation rights (including free-standing, tandem and limited stock appreciation rights), warrants, dividend equivalents, stock awards, restricted stock, phantom stock, performance shares or other securities or rights that the Board determines to be consistent with the objectives and limitations of the Plan. The price shall be equal to or greater than 50% of the fair market value of such shares on the date of grant of such award. The Board shall determine the extent to which awards shall be payable in cash, shares of the Company common stock or any combination thereof. The Board may determine that all or a portion of a payment to a participant under the Plan, whether it is to be made in cash, shares of the Company common stock or a combination thereof shall be deferred. Deferrals shall be for such periods and upon such terms as the Board may determine in its sole discretion. The Plan (but not the awards theretofore granted under the Plan) shall terminate on and no awards shall be granted after September 29, 2014. | ||||||||||||||||||
In May 2012, the Company issued approximately 95,833 common stock options from the 2004 Stock Incentive Plan with a weighted average exercise price of $4.80 and an expected life of 5 years. Approximately, 75,233 of the common stock options vest immediately. The remaining 20,600 options shall vest 50% at grant date with the balance vested ratably over a three-year period. | ||||||||||||||||||
The Company estimated the value of the options at approximately $460,000 using the Black Scholes option-pricing model. Compensation cost is recognized on a straight-line basis over the vesting period and, as such, the Company recorded compensation expense of approximately $17,616 and $416,991 for the years ended December 31, 2013 and 2012, respectively. | ||||||||||||||||||
The weighted average inputs into the Black Scholes were as follows: | ||||||||||||||||||
1. Expected dividend yield of 0.0%, | ||||||||||||||||||
2. Risk-free interest rate of 0.86% | ||||||||||||||||||
3. Expected Volatility at 298% | ||||||||||||||||||
4. Expected term of 5 years | ||||||||||||||||||
5. Exercise price of $4.80 | ||||||||||||||||||
The Company uses judgment in estimating the amount of stock-based awards that are expected to be forfeited. If actual forfeitures differ significantly from the original estimate, stock-based compensation expense and the results of operations could be impacted. | ||||||||||||||||||
A summary of the status of the Company’s stock option plans for the fiscal years ended December 31, 2013 and 2012 and changes during the years are presented below: (in number of options): | ||||||||||||||||||
Number of Options | Average Exercise Price | Average Remaining Contractual Term | Aggregate Intrinsic Value | |||||||||||||||
Outstanding options at January 1, 2012 | 0 | $ | 0 | |||||||||||||||
Options granted | 95,824 | $ | 4.8 | 5.0 years | ||||||||||||||
Options exercised | 0 | $ | 0 | |||||||||||||||
Options canceled/forfeited | 0 | $ | 0 | |||||||||||||||
Outstanding options at December 31, 2012 | 95,824 | $ | 4.8 | 4.4 years | $ | -0- | ||||||||||||
Options granted | — | |||||||||||||||||
Options exercised | — | |||||||||||||||||
Options canceled/forfeited | (6,708 | ) | ||||||||||||||||
Outstanding options at December 31, 2013 | 86,116 | 4.8 | 3.4 years | $ | -0- | |||||||||||||
Vested Options: | ||||||||||||||||||
December 31, 2013: | 85,044 | $ | 4.8 | 3.4 years | $ | -0- | ||||||||||||
December 31, 2012: | 84,804 | $ | 4.8 | 4.4 years | $ | -0- | ||||||||||||
For the years ended December 31, 2013 and 2012, the unamortized compensation expense for stock options was $21,000 and $43,000, respectively. Unamortized compensation expense is expected to be recognized over a weighted-average period of 2 years. | ||||||||||||||||||
Options immediately vest upon grant or 50% upon grant with the remaining 50% vested evenly over the next three years on the anniversary date after the year of grant. | ||||||||||||||||||
Warrants Outstanding | ||||||||||||||||||
During 2013 the Company issued 8,333 warrants for services with a fair value of approximately $29,000, which immediately vested. The estimated fair value of the warrant has been calculated based on a Black-Scholes pricing model using the following assumptions: a) fair market value of stock of $3.60; b) exercise price of $3.60; c) Dividend yield of 0%; d) Risk free interest rate of 0.27%; e) expected volatility of 278.17%; f) Expected life of 2 years. | ||||||||||||||||||
During 2012 the Company issued 25,000 warrants for services with a fair value of approximately $105,000. The estimated fair value of the warrant has been calculated based on a Black-Scholes pricing model using the following assumptions: a) fair market value of stock of $0.90 – $6.00; b) exercise price of $0.60-$1.20; c) Dividend yield of 0%; d) Risk free interest rate of 0.25% – 0.33%; e) expected volatility of 280.02% – 296.79%; f) Expected life of 2 years. | ||||||||||||||||||
Unexpired warrants outstanding are as follows as of December 31, 2013: | ||||||||||||||||||
Expiration Date | Exercise Price | Shares | ||||||||||||||||
1-Jul-14 | $ | 6 | 8,333 | |||||||||||||||
1-Oct-14 | $ | 6 | 8,333 | |||||||||||||||
1-Jan-15 | $ | 3.6 | 8,333 | |||||||||||||||
The following table summarizes the warrants transactions: | ||||||||||||||||||
Warrants | Weighted Average Exercise Price | |||||||||||||||||
Outstanding | ||||||||||||||||||
Balance, January 1, 2012 | 18,467 | $ | 8.133 | |||||||||||||||
Granted | 25,000 | $ | 4.299 | |||||||||||||||
Exercised | — | $ | 0 | |||||||||||||||
Canceled | 18,465 | $ | 7.854 | |||||||||||||||
Balance, December 31, 2012 | 25,002 | $ | 4.5 | |||||||||||||||
Granted | 8,333 | $ | 3.6 | |||||||||||||||
Exercised | 8,333 | $ | 900 | |||||||||||||||
Canceled | 1 | $ | 3,803 | |||||||||||||||
Balance, December 31, 2013 | 25,001 | $ | 5.199 | |||||||||||||||
Outstanding and Exercisable, | ||||||||||||||||||
31-Dec-13 | 25,001 | $ | 5.199 | |||||||||||||||
Outstanding and Exercisable, | ||||||||||||||||||
31-Dec-12 | 25,002 | $ | 4.5 |
Income_Taxes
Income Taxes | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||||||
Income Taxes [Abstract] | ||||||||||
INCOME TAXES | NOTE 11 – INCOME TAXES | NOTE 7 — INCOME TAXES | ||||||||
Significant components of the Company’s deferred tax assets and liabilities are summarized as follows: | ||||||||||
The Company provides for income taxes for each interim period based on the estimated annual effective rate for the year, adjusting for discrete items in the quarter which they arise. The provision for income taxes for the three and nine months ended September 30, 2014 was $197,847 and $327,364. These amounts represent the statutory federal and state rate on the Company’s income before taxes. The effective tax rates of 44.3% and 43.3% for the three and nine months ended September 30, 2014, respectively, were higher than the respective statutory rates due to the expenses associated with non-deductible incentive stock option share-based compensation for these periods. | December 31, | December 31, | ||||||||
2013 | 2012 | |||||||||
Deferred tax assets: | ||||||||||
Net operating loss carry forwards | $ | 2,928,000 | $ | 2,920,000 | ||||||
Long lived assets | 270,000 | 326,000 | ||||||||
Share based payments | 71,000 | 75,000 | ||||||||
Other | 35,000 | 32,000 | ||||||||
Deferred tax asset | 3,304,000 | 3,353,000 | ||||||||
Deferred tax liabilities: | ||||||||||
Long lived assets | (44,000 | ) | (73,000 | ) | ||||||
Deferred tax liabilities | (44,000 | ) | (73,000 | ) | ||||||
Net deferred tax asset | 3,260,000 | 3,280,000 | ||||||||
Less: Valuation allowance | (3,140,000 | ) | (3,280,000 | ) | ||||||
Net deferred tax asset | $ | 120,000 | $ | -0- | ||||||
The recognized deferred tax asset is based upon the expected utilization of its benefit from future taxable income. The Company has federal net operating loss (“NOL”) carryforwards of approximately $7,552,000 as of December 31, 2013, which is subject to limitations under Section 382 of the Internal Revenue Code. These carryforward losses are available to offset future taxable income, and begin to expire in the year 2025 to 2030. A valuation allowance has been recorded, for those deferred tax assets that management does not believe that the realization is more likely than not. | ||||||||||
The foregoing amounts are management’s estimates and the actual results could differ from those estimates. Future profitability in this competitive industry depends on continually obtaining and fulfilling new profitable sales agreements and modifying products. The inability to obtain new profitable contracts could reduce estimates of future profitability, which could affect the Company’s ability to realize the deferred tax assets. | ||||||||||
A reconciliation of the statutory income tax rate to the effective rate is as follows for the period December 31, 2013 and 2012: | ||||||||||
December 31, | December 31, | |||||||||
2013 | 2012 | |||||||||
Federal income tax rate | 34 | % | 34 | % | ||||||
State income tax, net of federal benefit | 6 | % | 6 | % | ||||||
Permanent differences | 6 | % | 40 | % | ||||||
Prior year adjustments | (35 | )% | — | % | ||||||
Effective income tax rate | 11 | % | 80 | % | ||||||
Effect on valuation allowance | (70 | )% | (80 | )% | ||||||
Effective income tax rate | (59.0 | )% | 0 | % | ||||||
Income tax (benefit) provision: | ||||||||||
Year Ended | ||||||||||
December 31, | December 31, | |||||||||
2013 | 2012 | |||||||||
Current: | ||||||||||
Federal | $ | — | $ | — | ||||||
State and local | — | — | ||||||||
Total current tax provision | — | — | ||||||||
Deferred: | ||||||||||
Federal | — | — | ||||||||
State and local | — | — | ||||||||
Release of valuation allowance | (120,000 | ) | — | |||||||
Total deferred tax (benefit) provision | (120,000 | ) | — | |||||||
Total (benefit) provision | $ | (120,000 | ) | — | ||||||
Capital_Lease_Obligations
Capital Lease Obligations | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Capital Lease Obligations [Abstract] | ||||||
CAPITAL LEASE OBLIGATIONS | NOTE 8 – CAPITAL LEASE OBLIGATIONS | |||||
The Company has entered into lease commitments for equipment that meet the requirements for capitalization. The equipment has been capitalized and shown in equipment, furniture and leasehold improvements in the accompanying balance sheets. The related obligations are also recorded in the accompanying balance sheets and are based upon the present value of the future minimum lease payments with interest rates ranging from 8.5% to 11.0%. | ||||||
At December 31, 2013, future payments under capital leases are as follows over each of the next five fiscal years: | ||||||
2014 | $ | 62,499 | ||||
2015 | 39,741 | |||||
2016 | 12,457 | |||||
2017 | - | |||||
2018 | - | |||||
Total minimum lease payments | 114,697 | |||||
Less amounts representing interest | (12,347 | ) | ||||
Present value of net minimum lease payments | 102,350 | |||||
Less current portion | (53,726 | ) | ||||
Long-term capital lease obligation | $ | 48,624 |
Due_to_Related_Party
Due to Related Party | 12 Months Ended |
Dec. 31, 2013 | |
Line of Credit, Term Loan and Promissory Note / Due to Related Party [Abstract] | |
DUE TO RELATED PART | NOTE 9 – DUE TO RELATED PARTY |
Amounts owed to Mr. Meller as of December 31, 2013 and December 31, 2012, representing accrued interest totaled $2,672 and $5,942, respectively. |
Convertible_Promissory_Note_Re
Convertible Promissory Note - Related Party | 12 Months Ended |
Dec. 31, 2013 | |
Convertible Promissory Note - Related Party [Abstract] | |
CONVERTIBLE PROMISSORY NOTE - RELATED PARTY | NOTE 11 — CONVERTIBLE PROMISSORY NOTE — RELATED PARTY |
On January 28, 2011, the Company issued a 7% $51,000 convertible promissory note to Mr. Meller (“Convertible Note”). The note is not collateralized. On January 4, 2012 the holder of the Convertible Note, Mr. Meller, converted $30,458 into 2,005,139 shares of Common Stock. In addition, the holder had sold $13,488 of the Convertible Note to certain employees of the Company for cash in January 2012, in accordance with options which were granted to such employees in January 2011, which were immediately converted into 887,984 shares of Common Stock. The additional fair value of the shares issued to the employees upon conversion was recorded as share-based compensation of $719,000 which was recorded as a charge in the consolidated statement of operations. In December 2012, the remaining balance of the note was repaid to Mr. Meller in the amount of $7,054. | |
The outstanding balances at December 31, 2013 and 2012 were $-0. The accrued interest was paid in full in March 2013. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||
COMMITMENTS AND CONTINGENCIES | NOTE 12 - COMMITMENTS AND CONTINGENCIES | |||||
Operating Leases | ||||||
Our main offices are at 5 Regent Street, Livingston, NJ 07039 where we have 6,986 square feet of office space at a monthly rent of $7,400. The lease expires December 31, 2016. The Company has a two-year lease, with a one-year extension, for office space at 6834 Buckley Road, North Syracuse, New York, at a monthly rent of $2,100. The lease expires May 31, 2015. The Company also leases 2,700 square feet of office space for sales and support in Skokie, IL with a monthly rent of $3,000. This lease expires April 30, 2018. The Company also leases 500 square feet for sales and support in Minneapolis, MN for $400 a month. This lease expires August 2014. We use our facilities to house our corporate headquarters and operations and believe our facilities are suitable for such purpose Total rent expense under these operating leases for the year ended December 31, 2013 and 2012 was $153,000 and $130,000, respectively. | ||||||
The following is a schedule of approximate future minimum rental payments for operating leases subsequent to the year ended December 31, 2013. | ||||||
2014 | $ | 141,000 | ||||
2015 | 129,000 | |||||
2016 | 121,000 | |||||
2017 | 36,000 | |||||
2018 | 36,000 | |||||
Employment agreements | ||||||
The Company has an Employment Agreement with Mark Meller, President and Chief Executive Officer of the Company, which began on September 15, 2003, which was extended on September 1, 2010, and expires on September 15, 2017. As consideration, the Company agreed to pay Mr. Meller the sum of $180,000 the first year with a 10% increase every year thereafter, as well as a monthly travel expense allowance of $600 and an auto allowance of $800. Based on this agreement Mr. Meller’s salary is $466,874. As of December 31, 2013, Mr. Meller agreed to accept a salary of $426,500 for 2013. The employment agreement with Mr. Meller also provides for a severance payment to him of three hundred percent (300%), less $100,000 of his gross income for services rendered to the Company in each of the five prior calendar years should his employment be terminated following a change in control, as defined in the employment agreement. |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2013 | |
Stockholders' Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 13 — STOCKHOLDERS’ EQUITY |
Series A Convertible Preferred Stock | |
The Company issued 2 shares of Series A Convertible Preferred Stock (“Series A”), having the rights, preferences, privileges, powers and restrictions set forth in the Certificate of Designation filed with the Secretary of State of Delaware. The Company has the right to convert, at its sole option, each share of Series A into Class A Common Stock equal to 1% of the outstanding shares of Class A Common Stock at the time of conversion. Each one share of Series A shall entitle the Series A Holder to voting rights equal to 88,889 votes of Class A Common Stock. On January 12, 2012, the Series A Convertible Preferred Stock was converted into 79,522 shares of Common Stock. As of December 31, 2013 and 2012, no shares of Series A Convertible Preferred Stock were outstanding. | |
Series B Preferred Stock | |
The Series B Preferred Stock, par value $0.001 per share, has the rights, privileges, preferences and restrictions set for in the Certificate of Designation (the “Certificate of Designation”) filed by the Corporation with the Secretary of State of the State of Delaware (“Delaware Secretary of State”) on September 23, 2011. | |
The one (1) share of the Series B Preferred shall have voting rights equal to (x) the total issued and outstanding Common Stock and preferred stock eligible to vote at the time of the respective vote divided by (y) forty nine one-hundredths (0.49) minus (z) the total issued and outstanding Common Stock and preferred stock eligible to vote at the time of the respective vote. For the avoidance of doubt, if the total issued and outstanding Common Stock eligible to vote at the time of the respective vote is 5,000,000, the voting rights of the Series B Preferred Stock shall be equal to 5,204,082 (e.g. (5,000,000/0.49) – 5,000,000 =,204,082). | |
Common Stock | |
The Company is authorized to issue 75,000,000 shares of common stock, par value $.00001 per share. At December 31, 2013 and December 31, 2012, there were 3,922,566 and 3,898,364 common shares issued and outstanding, respectively. |
Subsequent_Event
Subsequent Event | 9 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Dec. 31, 2013 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 12 — SUBSEQUENT EVENTS | NOTE 15 — SUBSEQUENT EVENTS |
The Company’s board of directors and stockholders authorized a reverse stock split of its outstanding common stock at a ratio of 1-for-30. On February 4, 2015, the reverse stock split was effected such that, (i) each 30 shares of then-outstanding common stock was reduced to one share of common stock; (ii) the number of shares of common stock into which each then-outstanding share of our common stock and our then-outstanding warrants or options to purchase common stock is exercisable was proportionately reduced; and (iii) the exercise price of each then-outstanding warrant or option to purchase common stock was proportionately increased. The accompanying consolidated financial statements give retroactive effect as though the 1-for-30 reverse stock split of the Company’s common stock occurred for all periods presented, without any change in the par value per share. Fractional shares resulting from the reverse stock split have been rounded up to the next whole share. On January 29, 2015, the Company's board of directors and stockholders authorized (i) a reduction in authorized shares of the Company's common stock from 750,000,000 to 75,000,000, and (ii) the combination of the Company's Class A Common Stock, par value $0.00001 per share, and Class B Common Stock, par value $0.00001 per share, into a general class of common stock, par value $0.00001 per share. | The Company's board of directors and stockholders authorized a reverse stock split of its outstanding common stock at a ratio of 1-for-30. On February 4, 2015, the reverse stock split was effected such that, (i) each 30 shares of then-outstanding common stock was reduced to one share of common stock; (ii) the number of shares of common stock into which each then-outstanding share of our common stock and our then-outstanding warrants or options to purchase common stock is exercisable was proportionately reduced; and (iii) the exercise price of each then-outstanding warrant or option to purchase common stock was proportionately increased. The accompanying consolidated financial statements give retroactive effect as though the 1-for-30 reverse stock split of the Company's common stock occurred for all periods presented, without any change in the par value per share. Fractional shares resulting from the reverse stock split have been rounded up to the next whole share. On January 29, 2015, the Company's board of directors and stockholders authorized (i) a reduction in authorized shares of the Company's common stock from 750,000,000 to 75,000,000, and (ii) the combination of the Company's Class A Common Stock, par value $0.00001 per share, and Class B Common Stock, par value $0.00001 per share, into a general class of common stock, par value $0.00001 per share. | |
On January 29, 2015, Mark Meller resigned as Chief Financial Officer of the Company and Crandall Melvin III was appointed. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||||||
Summary of Significant Accounting Policies [Abstract] | ||||||||||
Basis of Presentation | Basis of Presentation | |||||||||
The accompanying consolidated financial statements include the accounts of SilverSun Technologies, Inc. (the “Company”) and its wholly-owned subsidiary, SWK Technologies, Inc. These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States. All significant inter-company transactions and accounts have been eliminated in consolidation. | ||||||||||
Noncontrolling interest had represented third party ownership in the net assets of our consolidated subsidiaries. For financial reporting purposes, the assets and liabilities of our majority owned subsidiaries are consolidated with those of our own, with any third party investor’s interest shown as noncontrolling interest. | ||||||||||
On May 6, 2009, the Company sold twenty-five (25) newly issued shares or 20% of the stock of SWK Technologies, Inc. (“SWK”), a subsidiary of SilverSun Technologies, Inc., for a purchase price of $150,000 to the President of SWK. | ||||||||||
On January 12, 2012, SilverSun Technologies, Inc. entered into a share exchange agreement (the “Agreement”) with certain shareholders and the President (the “SWK Shareholders”) of SWK Technologies, Inc. Pursuant to the terms of the Agreement, the SWK Shareholders exchanged an aggregate of 25 shares of SWK to the Company for a total of 755,489 shares (the “Exchange Shares”) of the Company’s common stock (the “Exchange”). The shares had a fair value of approximately $612,000 ($0.81 per share) at the time of exchange. The transaction was recorded as an equity transaction. SWK is now a wholly-owned subsidiary of the Company. | ||||||||||
Use of Estimates | Use of Estimates | 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimates include: | ||||||||||
1. Revenue recognition of software sales | ||||||||||
2. Allowance for doubtful accounts | ||||||||||
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 revenue and expenses during the reporting period. Actual results could differ from those estimates. | 3. Fair market value of share based payments and other equity instruments | |||||||||
4. Valuation of intangible assets | ||||||||||
5. Valuation of deferred tax assets and liabilities | ||||||||||
Revenue Recognition | Revenue Recognition | Revenue Recognition | ||||||||
Revenue is recognized when products are shipped, or services are rendered, evidence of a contract exists, the price is fixed or reasonably determinable, and collectability is reasonably assured. | Revenue is recognized when products are shipped, or services are rendered, evidence of a contract exists, the price is fixed or reasonably determinable, and collectability is reasonably assured. | |||||||||
Product Revenue | Product Revenue | |||||||||
Software product revenue is recognized when the product is shipped to the customer. The Company treats the software component and the professional services consulting component as two separate arrangements that represent separate units of accounting. The arrangement consideration is allocated to each unit of accounting based upon that unit’s proportion of the fair value. In a situation where both components are present, software sales revenue is recognized when collectability is reasonably assured and the product is delivered and has stand-alone value based upon vendor specific objective evidence (see below for recognition of professional service revenue). | Software product revenue is recognized when the product is shipped to the customer. The Company treats the software component and the professional services consulting component as two separate arrangements that represent separate units of accounting. The arrangement consideration is allocated to each unit of accounting based upon that unit’s proportion of the fair value. In a situation where both components are present, software sales revenue is recognized when collectability is reasonably assured and the product is delivered and has stand-alone value based upon vendor specific objective evidence (see below for recognition of professional service revenue). | |||||||||
Service Revenue | Service Revenue | |||||||||
Service revenue is comprised of primarily professional service consulting revenue, maintenance revenue and other ancillary services provided as described below. Professional service revenue is recognized as service time is incurred. | Service revenue is comprised of primarily professional service consulting revenue, maintenance revenue and other ancillary services provided as described below. Professional service revenue is recognized as service time is incurred. | |||||||||
With respect to maintenance services, upon the completion of one year from the date of sale, considered to be the warranty period, the Company offers customers an optional annual software maintenance and support agreement for subsequent one-year periods. Maintenance and support agreements are recorded as deferred revenue and recognized over the respective terms of the agreements, which typically range from three months to one year and are included in services revenue in the Condensed Consolidated Statements of Operations. | With respect to maintenance services, upon the completion of one year from the date of sale, considered to be the warranty period, the Company offers customers an optional annual software maintenance and support agreement for subsequent one-year periods. Maintenance and support agreements are recorded as deferred revenue and recognized over the respective terms of the agreements, which typically range from three months to one year and are included in services revenue in the Consolidated Statements of Operations. | |||||||||
Shipping and handling costs charged to customers are classified as revenue, and the shipping and handling costs incurred are included in cost of sales. | Shipping and handling costs charged to customers are classified as revenue, and the shipping and handling costs incurred are included in cost of sales. | |||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents | |||||||||
The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company maintains cash balances at financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to federally insured limits. At times balances may exceed FDIC insured limits. The Company has not experienced any losses in such accounts. | ||||||||||
Concentration of Credit Risk | Concentration of Credit Risk | |||||||||
For the years ended December 31, 2013 and 2012, our top ten customers accounted for 19% ($3,159,000) and 17% ($2,262,000), respectively, of our total revenues. The Company does not rely on any one specific customer for any significant portion of our revenue base. | ||||||||||
For the years ended December 31 2013 and 2012, purchases from one supplier were approximately 31% and 47% of cost of revenues, respectively. | ||||||||||
For the years ended December 31, 2013 and 2012, one supplier represented approximately 52% and 43% of total accounts payable, respectively. | ||||||||||
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of trade accounts receivable and cash and cash equivalents. As of December 31, 2013 the Company believes it has no significant risk related to its concentration of accounts receivable. | ||||||||||
Accounts Receivable | Accounts Receivable | |||||||||
Accounts receivable consist primarily of invoices for maintenance and professional services. Full payment for software ordered by customers is due in advance of ordering from the software supplier. Payments for maintenance and support plan renewals are due before the beginning of the maintenance period. Terms under our professional service agreements are generally 50% due in advance and the balance on completion of the services. | ||||||||||
The Company maintains an allowance for bad debt estimated by considering a number of factors, including the length of time the amounts are past due, the Company’s previous loss history, the customer’s current ability to pay its obligations and the condition of the general economy and the industry as a whole. | ||||||||||
Property and Equipment | Property and Equipment | |||||||||
Property and equipment is stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method based upon the estimated useful lives of the assets, generally five to seven years. Maintenance and repairs that do not materially add to the value of the equipment nor appreciably prolong its life are charged to expense as incurred. | ||||||||||
When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss is included in the Statements of Operations. | ||||||||||
Deferred Revenues | Deferred Revenues | Deferred Revenues | ||||||||
Deferred revenues consist of maintenance service, customer support services, including telephone support and deposits for future consulting services which will be earned as services are performed over the contractual or stated period, which generally ranges from three to twelve months. | ||||||||||
Deferred revenues consist of maintenance service, customer support services, including telephone support and deposits for future consulting services which will be earned as services are performed over the contractual or stated period, which generally ranges from three to twelve months. | ||||||||||
Deferred Income Taxes | Deferred Income Taxes | |||||||||
Deferred income taxes reflects the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, as well as net operating loss carryforwards. Deferred tax assets and liabilities are classified as current or non-current based on the classification of the related assets or liabilities for financial reporting, or according to the expected reversal dates of the specific temporary differences, if not related to an asset or liability for financial reporting. Valuation allowances are established against deferred tax assets if it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates or laws is recognized in operations in the period that includes the enactment date. | ||||||||||
The Company has federal net operating loss (“NOL”) carryforwards which are subject to limitations under Section 382 of the Internal Revenue Code. | ||||||||||
Income Tax Uncertainties | Income Tax Uncertainties | |||||||||
The calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for uncertain tax positions based on the two-step process prescribed by applicable accounting principles. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step requires the Company to estimate and measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as this requires the Company to determine the probability of various possible outcomes. The Company reevaluates these uncertain tax positions, based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit, and new audit activity. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision in the period. The Company recognizes interest and penalties as incurred in finance income (expense), net in the Consolidated Statements of Operations. | ||||||||||
There were no liabilities for uncertain tax positions at December 31, 2013 and 2012. | ||||||||||
Fair Value Measurement | Fair Value Measurement | |||||||||
The Company adopted the provisions of the accounting pronouncement which defines fair value, establishes a framework for measuring fair value and enhances fair value measurement disclosure. Under the provisions of the pronouncement, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. | ||||||||||
The pronouncement establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use on unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is described below: | ||||||||||
Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. | ||||||||||
Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. | ||||||||||
Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. | ||||||||||
The Company’s current financial assets and liabilities approximate fair value due to their short term nature and include cash, accounts receivable, accounts payable, capital leases and line of credit. | ||||||||||
See also Notes 4, 5 and 13. | ||||||||||
Definite Lived Intangible Assets | Definite Lived Intangible Assets | |||||||||
The values assigned to purchased intangible assets were based on an independent valuation. Purchased intangible assets are amortized over the useful lives of the asset using the straight-line amortization method. | ||||||||||
The Company assesses potential impairment of its intangible assets when there is evidence that recent events or changes in circumstances have made recovery of an asset’s carrying value unlikely. Factors the Company considers important, which may cause impairment include, among others, significant changes in the manner of use of the acquired asset, negative industry or economic trends, and significant underperformance relative to historical or projected operating results. | ||||||||||
Long-Lived Assets | Long-Lived Assets | Long-Lived Assets | ||||||||
Long-lived assets are reviewed for impairment when circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability of such assets is measured by a comparison of the carrying amount of the assets to the future net cash flows estimated by the Company to be generated by such assets. If such assets are considered to be impaired, the impairment to be recognized is the amount by which the carrying amount of the assets exceeds the fair value of the assets. No impairment losses were identified or recorded for the nine months ended September 30, 2014. | Long-lived assets are reviewed for impairment when circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability of such assets is measured by a comparison of the carrying amount of the assets to the future net cash flows estimated by the Company to be generated by such assets. If such assets are considered to be impaired, the impairment to be recognized is the amount by which the carrying amount of the assets exceeds the fair value of the assets. No impairment losses were identified or recorded in the years ended December 31, 2013 and 2012. | |||||||||
Stock-Based Compensation | Stock-Based Compensation | |||||||||
Compensation expense related to share-based transactions, including employee stock options, is measured and recognized in the financial statements based on a determination of the fair value of the stock options. The grant date fair value is determined using the Black-Scholes-Merton (“Black-Scholes”) pricing model. For all employee stock options, the Company recognizes expense over the requisite service period on a straight-line basis (generally the vesting period of the equity grant). The Company’s option pricing model requires the input of highly subjective assumptions, including the expected stock price volatility, expected term, and forfeiture rate. Any changes in these highly subjective assumptions significantly impact stock-based compensation expense. | ||||||||||
Earnings per Share | Earnings per Share | |||||||||
The Company’s basic income (loss) per common share is based on net income (loss) for the relevant period, divided by the weighted average number of common shares outstanding during the period. Diluted income per common share is based on net income, divided by the weighted average number of common shares outstanding during the period, including common share equivalents, such as outstanding stock options and warrants to the extent they are dilutive. Diluted loss per share does not include common stock equivalents, stock options and warrants, as these shares would have an anti-dilutive effect as their exercise prices were above the market price of the Company’s common stock at December 31, 2013. | ||||||||||
The computation of EPS is approximately as follows: | ||||||||||
Year Ended | Year Ended | |||||||||
31-Dec-13 | 31-Dec-12 | |||||||||
Basic net income (loss) per share: | ||||||||||
Net income (loss) attributable to common stockholders | $ | 322,548 | $ | (1,235,170 | ) | |||||
Weighted-average common shares outstanding | 3,902,008 | 3,846,518 | ||||||||
Basic net income (loss) per share attributable to common stockholders | $ | 0.08 | $ | (0.32 | ) | |||||
Diluted net income (loss) per share: | ||||||||||
Net income (loss) attributable to common stockholders | $ | 322,548 | $ | (1,235,170 | ) | |||||
Weighted-average common shares outstanding | 3,902,008 | 3,846,518 | ||||||||
Incremental shares attributable to warrants and convertible promissory note | — | — | ||||||||
Total adjusted weighted-average shares | 3,902,008 | 3,846,518 | ||||||||
Diluted net income (loss) per share attributable to common stockholders | $ | 0.08 | $ | (0.32 | ) | |||||
The following table summarizes securities that, if exercised, would have an anti-dilutive effect on earnings per share. | ||||||||||
2013 | 2012 | |||||||||
Stock options | 89,116 | 95,824 | ||||||||
Warrants | 25,000 | 25,000 | ||||||||
Total potential dilutive securities not included in loss per share | 114,113 | 120,824 | ||||||||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | |||||||||
No recently issued accounting pronouncements had or are expected to have a material impact on the Company’s consolidated financial statements. | ||||||||||
Reclassifications | Reclassifications | |||||||||
Certain prior year amounts have been reclassified to conform to the current year presentation. The reclassifications have had no effect on the financial position, operations or cash flows for the nine month period ended September 30, 2013. | ||||||||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||||||||||||||||||||||
Summary of Significant Accounting Policies [Abstract] | ||||||||||||||||||||||||||
Schedule of Earnings per share | Three Months | Three Months | Nine Months | Nine Months | ||||||||||||||||||||||
Ended | Ended | Ended | Ended | Year Ended | Year Ended | |||||||||||||||||||||
September 30, | September 30, | September 30, | September 30, | 31-Dec-13 | 31-Dec-12 | |||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | Basic net income (loss) per share: | ||||||||||||||||||||||
Basic net income (loss) per share computation: | Net income (loss) attributable to common stockholders | $ | 322,548 | $ | (1,235,170 | ) | ||||||||||||||||||||
Net income (loss) | $ | 248,165 | $ | (82,219 | ) | $ | 428,796 | $ | 95,496 | Weighted-average common shares outstanding | 3,902,008 | 3,846,518 | ||||||||||||||
Weighted-average common shares outstanding | 3,945,924 | 3,906,506 | 3,938,618 | 3,902,008 | Basic net income (loss) per share attributable to common stockholders | $ | 0.08 | $ | (0.32 | ) | ||||||||||||||||
Basic net income (loss) per share | $ | 0.06 | $ | (0.02 | ) | $ | 0.11 | $ | 0.02 | Diluted net income (loss) per share: | ||||||||||||||||
Diluted net income (loss) per share computation: | Net income (loss) attributable to common stockholders | $ | 322,548 | $ | (1,235,170 | ) | ||||||||||||||||||||
Net income (loss) | $ | 248,165 | $ | (82,219 | ) | $ | 428,796 | $ | 95,496 | Weighted-average common shares outstanding | 3,902,008 | 3,846,518 | ||||||||||||||
Weighted-average common shares outstanding | 3,945,924 | 3,906,506 | 3,938,618 | 3,902,008 | Incremental shares attributable to warrants and convertible promissory note | — | — | |||||||||||||||||||
Incremental shares attributable to the common stock equivalents | 1,452 | — | 1,024 | — | Total adjusted weighted-average shares | 3,902,008 | 3,846,518 | |||||||||||||||||||
Total adjusted weighted-average shares | 3,947,376 | 3,906,506 | 3,939,642 | 3,902,008 | Diluted net income (loss) per share attributable to common stockholders | $ | 0.08 | $ | (0.32 | ) | ||||||||||||||||
Diluted net income (loss) per share | $ | 0.06 | $ | (0.02 | ) | $ | 0.11 | $ | 0.02 | |||||||||||||||||
Schedule of anti-dilutive effect on earnings per share | ||||||||||||||||||||||||||
Nine Months | Nine Months | 2013 | 2012 | |||||||||||||||||||||||
September 30, | September 30, | Stock options | 89,116 | 95,824 | ||||||||||||||||||||||
2014 | 2013 | Warrants | 25,000 | 25,000 | ||||||||||||||||||||||
Stock options | 169,116 | 89,116 | ||||||||||||||||||||||||
Warrants | 16,667 | 25,000 | Total potential dilutive securities not included in loss per share | 114,113 | 120,824 | |||||||||||||||||||||
Total potential dilutive securities not included in income per share | 185,783 | 114,116 | ||||||||||||||||||||||||
Three Months | Three Months | |||||||||||||||||||||||||
September 30, | September 30, | |||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||||
Stock options | 169,116 | 89,116 | ||||||||||||||||||||||||
Warrants | 16,667 | 25,000 | ||||||||||||||||||||||||
Total potential dilutive securities not included in income per share | 185,783 | 114,116 | ||||||||||||||||||||||||
Net_Income_per_Common_Share_Ta
Net Income per Common Share (Tables) | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||||||||||||||||||||||
Net Income per Common Share [Abstract] | ||||||||||||||||||||||||||
Schedule of Earnings per share | Three Months | Three Months | Nine Months | Nine Months | ||||||||||||||||||||||
Ended | Ended | Ended | Ended | Year Ended | Year Ended | |||||||||||||||||||||
September 30, | September 30, | September 30, | September 30, | 31-Dec-13 | 31-Dec-12 | |||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | Basic net income (loss) per share: | ||||||||||||||||||||||
Basic net income (loss) per share computation: | Net income (loss) attributable to common stockholders | $ | 322,548 | $ | (1,235,170 | ) | ||||||||||||||||||||
Net income (loss) | $ | 248,165 | $ | (82,219 | ) | $ | 428,796 | $ | 95,496 | Weighted-average common shares outstanding | 3,902,008 | 3,846,518 | ||||||||||||||
Weighted-average common shares outstanding | 3,945,924 | 3,906,506 | 3,938,618 | 3,902,008 | Basic net income (loss) per share attributable to common stockholders | $ | 0.08 | $ | (0.32 | ) | ||||||||||||||||
Basic net income (loss) per share | $ | 0.06 | $ | (0.02 | ) | $ | 0.11 | $ | 0.02 | Diluted net income (loss) per share: | ||||||||||||||||
Diluted net income (loss) per share computation: | Net income (loss) attributable to common stockholders | $ | 322,548 | $ | (1,235,170 | ) | ||||||||||||||||||||
Net income (loss) | $ | 248,165 | $ | (82,219 | ) | $ | 428,796 | $ | 95,496 | Weighted-average common shares outstanding | 3,902,008 | 3,846,518 | ||||||||||||||
Weighted-average common shares outstanding | 3,945,924 | 3,906,506 | 3,938,618 | 3,902,008 | Incremental shares attributable to warrants and convertible promissory note | — | — | |||||||||||||||||||
Incremental shares attributable to the common stock equivalents | 1,452 | — | 1,024 | — | Total adjusted weighted-average shares | 3,902,008 | 3,846,518 | |||||||||||||||||||
Total adjusted weighted-average shares | 3,947,376 | 3,906,506 | 3,939,642 | 3,902,008 | Diluted net income (loss) per share attributable to common stockholders | $ | 0.08 | $ | (0.32 | ) | ||||||||||||||||
Diluted net income (loss) per share | $ | 0.06 | $ | (0.02 | ) | $ | 0.11 | $ | 0.02 | |||||||||||||||||
Schedule of anti-dilutive effect on earnings per share | ||||||||||||||||||||||||||
Nine Months | Nine Months | 2013 | 2012 | |||||||||||||||||||||||
September 30, | September 30, | Stock options | 89,116 | 95,824 | ||||||||||||||||||||||
2014 | 2013 | Warrants | 25,000 | 25,000 | ||||||||||||||||||||||
Stock options | 169,116 | 89,116 | ||||||||||||||||||||||||
Warrants | 16,667 | 25,000 | Total potential dilutive securities not included in loss per share | 114,113 | 120,824 | |||||||||||||||||||||
Total potential dilutive securities not included in income per share | 185,783 | 114,116 | ||||||||||||||||||||||||
Three Months | Three Months | |||||||||||||||||||||||||
September 30, | September 30, | |||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||||
Stock options | 169,116 | 89,116 | ||||||||||||||||||||||||
Warrants | 16,667 | 25,000 | ||||||||||||||||||||||||
Total potential dilutive securities not included in income per share | 185,783 | 114,116 | ||||||||||||||||||||||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 9 Months Ended | 12 Months Ended | ||||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||||||||||||||
Property and Equipment [Abstract] | ||||||||||||||||||
Schedule of Property and equipment | September 30, | December 31, | ||||||||||||||||
2014 | 2013 | 31-Dec-13 | 31-Dec-12 | |||||||||||||||
Leasehold improvements | $ | 30,557 | $ | 30,557 | Leasehold improvements | $ | 30,557 | $ | 30,557 | |||||||||
Equipment, furniture and fixtures | 1,024,002 | 1,001,920 | Equipment, furniture and fixtures | 1,001,920 | 904,928 | |||||||||||||
1,054,559 | 1,032,477 | 1,032,477 | 935,485 | |||||||||||||||
Less: Accumulated depreciation | (875,264 | ) | (790,582 | ) | Less: Accumulated depreciation | (790,582 | ) | (685,252 | ) | |||||||||
Property and equipment, net | $ | 179,295 | $ | 241,895 | ||||||||||||||
Property and equipment, net | $ | 241,895 | $ | 250,233 |
Business_Combination_Tables
Business Combination (Tables) | 9 Months Ended | 12 Months Ended | |||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | ||||||||||||||
Business Combinations [Abstract] | |||||||||||||||
Summary of purchase price allocation | Current assets | $ | 38,736 | ||||||||||||
Long-lived assets | 26,794 | ||||||||||||||
Bargain purchase gain | (17,932 | ) | |||||||||||||
Intangible assets | 694,000 | ||||||||||||||
Deferred maintenance liability | (299,634 | ) | |||||||||||||
Fair value of net assets acquired | $ | 459,896 | |||||||||||||
Cash paid for acquisition | 441,964 | ||||||||||||||
Bargain purchase gain | 17,932 | ||||||||||||||
Total purchase price | $ | 459,896 | |||||||||||||
Schedule of business acquisition, pro forma financial information | Pro - Forma (unaudited) | Year Ended | |||||||||||||
Pro Forma | Nine Months Ended | Nine Months Ended | 31-Dec-12 | ||||||||||||
30-Sep-14 | 30-Sep-13 | Total revenue, net | $ | 13,773,967 | |||||||||||
Net sales | $ | 17,000,967 | $ | 13,530,826 | Cost of revenues | 8,039,161 | |||||||||
Operating expenses | 6,238,390 | 5,035,264 | Operating expenses | 7,008,124 | |||||||||||
Income before taxes | 858,658 | 104,756 | Other expense (income) | 56,635 | |||||||||||
Net income | $ | 493,370 | $ | 104,756 | Income (loss) before taxes | (1,235,170 | ) | ||||||||
Basic and diluted income per common share | $ | 0.13 | $ | 0.03 | Net income (loss) | $ | (1,329,953 | ) | |||||||
Basic income (loss) per common share | $ | (0.34 | ) | ||||||||||||
Diluted income (loss) per common share | $ | (0.34 | ) | ||||||||||||
Intangible_Assets_Tables
Intangible Assets (Tables) | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | ||||||||||||||||||||||
Intangible Assets [Abstract] | |||||||||||||||||||||||
Schedule of components of intangible assets | December 31, | December 31, | Estimated Useful Lives | ||||||||||||||||||||
September 30, | December 31, | 2013 | 2012 | ||||||||||||||||||||
2014 | 2013 | Proprietary developed software | $ | 294,036 | $ | 294,036 | 5 | ||||||||||||||||
Proprietary developed software | $ | 294,036 | $ | 294,036 | Intellectual property, customer list, and acquired contracts | 694,000 | 694,000 | 5 | |||||||||||||||
Intellectual property, customer list, and acquired contracts | 1,044,000 | 694,000 | |||||||||||||||||||||
Total intangible assets | $ | 988,036 | $ | 988,036 | |||||||||||||||||||
Total intangible assets | $ | 1,338,036 | $ | 988,036 | Less: accumulated amortization | 300,156 | 103,523 | ||||||||||||||||
Less: accumulated amortization | (477,529 | ) | (300,156 | ) | $ | 687,880 | $ | 884,513 | |||||||||||||||
$ | 860,507 | $ | 687,880 | ||||||||||||||||||||
Schedule of future amortization expense | Amortization | Amortization | |||||||||||||||||||||
Balance of 2014 | $ | 66,901 | |||||||||||||||||||||
2015 | 267,607 | 2014 | $ | 197,607 | |||||||||||||||||||
2016 | 267,607 | 2015 | 197,607 | ||||||||||||||||||||
2017 | 165,059 | 2016 | 197,607 | ||||||||||||||||||||
2018 | 70,000 | 2017 | 95,059 | ||||||||||||||||||||
2019 | 23,333 | ||||||||||||||||||||||
Total | $ | 687,880 | |||||||||||||||||||||
Total | $ | 860,507 | |||||||||||||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Taxes [Abstract] | |||||||||
Schedule of deferred tax assets and liabilities | Significant components of the Company's deferred tax assets and liabilities are summarized as follows: | ||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Deferred tax assets: | |||||||||
Net operating loss carry forwards | $ | 2,928,000 | $ | 2,920,000 | |||||
Long lived assets | 270,000 | 326,000 | |||||||
Share based payments | 71,000 | 75,000 | |||||||
Other | 35,000 | 32,000 | |||||||
Deferred tax asset | 3,304,000 | 3,353,000 | |||||||
Deferred tax liabilities: | |||||||||
Long lived assets | (44,000 | ) | (73,000 | ) | |||||
Deferred tax liabilities | (44,000 | ) | (73,000 | ) | |||||
Net deferred tax asset | 3,260,000 | 3,280,000 | |||||||
Less: Valuation allowance | (3,140,000 | ) | (3,280,000 | ) | |||||
Net deferred tax asset | $ | 120,000 | $ | -0- | |||||
Schedule of effective income tax rate reconciliation | A reconciliation of the statutory income tax rate to the effective rate is as follows for the period December 31, 2013 and 2012: | ||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Federal income tax rate | 34 | % | 34 | % | |||||
State income tax, net of federal benefit | 6 | % | 6 | % | |||||
Permanent differences | 6 | % | 40 | % | |||||
Prior year adjustments | (35 | )% | — | % | |||||
Effective income tax rate | 11 | % | 80 | % | |||||
Effect on valuation allowance | (70 | )% | (80 | )% | |||||
Effective income tax rate | (59.0 | )% | 0 | % | |||||
Schedule of Income tax (benefit) provision | Income tax (benefit) provision: | ||||||||
Year Ended | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Current: | |||||||||
Federal | $ | - | $ | - | |||||
State and local | - | - | |||||||
Total current tax provision | - | - | |||||||
Deferred: | |||||||||
Federal | - | - | |||||||
State and local | - | - | |||||||
Release of valuation allowance | (120,000 | ) | - | ||||||
Total deferred tax (benefit) provision | (120,000 | ) | - | ||||||
Total (benefit) provision | $ | (120,000 | ) | - |
Capital_Lease_Obligations_Tabl
Capital Lease Obligations (Tables) | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Capital Lease Obligations [Abstract] | ||||||
Schedule of future payments under capital leases | 2014 | $ | 62,499 | |||
2015 | 39,741 | |||||
2016 | 12,457 | |||||
2017 | - | |||||
2018 | - | |||||
Total minimum lease payments | 114,697 | |||||
Less amounts representing interest | (12,347 | ) | ||||
Present value of net minimum lease payments | 102,350 | |||||
Less current portion | (53,726 | ) | ||||
Long-term capital lease obligation | $ | 48,624 |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||
Schedule of future minimum rental payments for operating leases | 2014 | $ | 141,000 | |||
2015 | 129,000 | |||||
2016 | 121,000 | |||||
2017 | 36,000 | |||||
2018 | 36,000 | |||||
Stock_Options_and_Warrants_Tab
Stock Options and Warrants (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Stock Options and Warrants [Abstract] | |||||||||||||||||
Summary of options and activity | |||||||||||||||||
Number of Options | Average Exercise Price | Average Remaining Contractual Term | Aggregate Intrinsic Value | ||||||||||||||
Outstanding options at January 1, 2012 | 0 | $ | 0 | ||||||||||||||
Options granted | 95,824 | $ | 4.8 | 5.0 years | |||||||||||||
Options exercised | 0 | $ | 0 | ||||||||||||||
Options canceled/forfeited | 0 | $ | 0 | ||||||||||||||
Outstanding options at December 31, 2012 | 95,824 | $ | 4.8 | 4.4 years | $ | -0- | |||||||||||
Options granted | — | ||||||||||||||||
Options exercised | — | ||||||||||||||||
Options canceled/forfeited | (6,708 | ) | |||||||||||||||
Outstanding options at December 31, 2013 | 86,116 | 4.8 | 3.4 years | $ | -0- | ||||||||||||
Vested Options: | |||||||||||||||||
December 31, 2013: | 85,044 | $ | 4.8 | 3.4 years | $ | -0- | |||||||||||
December 31, 2012: | 84,804 | $ | 4.8 | 4.4 years | $ | -0- | |||||||||||
Summary of unexpired warrants outstanding | |||||||||||||||||
Expiration Date | Exercise Price | Shares | |||||||||||||||
1-Jul-14 | $ | 6 | 8,333 | ||||||||||||||
1-Oct-14 | $ | 6 | 8,333 | ||||||||||||||
1-Jan-15 | $ | 3.6 | 8,333 | ||||||||||||||
Summary of Warrants outstanding and exercisable | |||||||||||||||||
Warrants | Weighted Average Exercise Price | ||||||||||||||||
Outstanding | |||||||||||||||||
Balance, January 1, 2012 | 18,467 | $ | 8.133 | ||||||||||||||
Granted | 25,000 | $ | 4.299 | ||||||||||||||
Exercised | — | $ | 0 | ||||||||||||||
Canceled | 18,465 | $ | 7.854 | ||||||||||||||
Balance, December 31, 2012 | 25,002 | $ | 4.5 | ||||||||||||||
Granted | 8,333 | $ | 3.6 | ||||||||||||||
Exercised | 8,333 | $ | 900 | ||||||||||||||
Canceled | 1 | $ | 3.803 | ||||||||||||||
Balance, December 31, 2013 | 25,001 | $ | 5.199 | ||||||||||||||
Outstanding and Exercisable, | |||||||||||||||||
31-Dec-13 | 25,001 | $ | 5.199 | ||||||||||||||
Outstanding and Exercisable, | |||||||||||||||||
31-Dec-12 | 25,002 | $ | 4.5 | ||||||||||||||
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Basic net income (loss) per share: | ||||||
Net income (loss) attributable to common stockholders | $248,165 | ($82,219) | $428,796 | $95,496 | $322,548 | ($1,235,170) |
Weighted-average common shares outstanding | 3,945,924 | 3,906,506 | 3,938,618 | 3,902,008 | 3,902,008 | 3,846,518 |
Basic net income (loss) per share attributable to common stockholders | $0.06 | ($0.02) | $0.11 | $0.02 | $0.08 | ($0.32) |
Diluted net income (loss) per share: | ||||||
Net income (loss) attributable to common stockholders | $248,165 | ($82,219) | $428,796 | $95,496 | $322,548 | ($1,235,170) |
Weighted-average common shares outstanding | 3,945,924 | 3,906,506 | 3,938,618 | 3,902,008 | 3,902,008 | 3,846,518 |
Incremental shares attributable to warrants and convertible promissory note | 1,452 | 1,024 | ||||
Total adjusted weighted-average shares | 3,947,376 | 3,906,506 | 3,939,642 | 3,902,008 | 3,902,008 | 3,846,518 |
Diluted net income (loss) per share attributable to common stockholders | $0.06 | ($0.02) | $0.11 | $0.02 | $0.08 | ($0.32) |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details 1) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Total potential dilutive securities not included in loss per share | 185,783 | 114,116 | 185,783 | 114,116 | 114,113 | 120,824 |
Stock options [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Total potential dilutive securities not included in loss per share | 169,116 | 89,116 | 169,116 | 89,116 | 89,116 | 95,824 |
Warrant [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Total potential dilutive securities not included in loss per share | 16,667 | 25,000 | 16,667 | 25,000 | 25,000 | 25,000 |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Details Textual) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2009 | |
Summary of Significant Accounting Policies (Textual) | |||
Exchange of shares of swk for shares of silver sun technologies, inc | |||
Impairment of intangible assets, Finite-lived | 0 | 0 | |
Minimum [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Estimated useful lives | 5 years | ||
Maximum [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Estimated useful lives | 7 years | ||
Customer Concentration Risk [Member] | Sales [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Number of customer | 10 | 10 | |
Concentration risk, Percentage | 19.00% | 17.00% | |
Revenues | 3,159,000 | 2,262,000 | |
Supplier Concentration Risk [Member] | Accounts Payable [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Concentration risk, Percentage | 52.00% | 43.00% | |
Number of supplier | 1 | 1 | |
Supplier Concentration Risk [Member] | Cost of Goods, Product Line [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Concentration risk, Percentage | 31.00% | 47.00% | |
Number of supplier | 1 | 1 | |
SWK Technologies [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Stock issued during period, shares, new issues | 25 | ||
Equity method investment, ownership percentage | 20.00% | ||
Stock issued during period, value, new issues | 150,000 | ||
Shares received | 25 | ||
Exchange of shares of swk for shares of silver sun technologies, inc (in Shares) | 755,489 | ||
Exchange of shares of swk for shares of silver sun technologies, inc | $612,000 | ||
Shares issued, Price per share | $0.81 |
Net_Income_per_Common_Share_De
Net Income per Common Share (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Basic net income (loss) per share computation: | ||||||
Net income (loss) | $248,165 | ($82,219) | $428,796 | $95,496 | $322,548 | ($1,235,170) |
Weighted-average common shares outstanding | 3,945,924 | 3,906,506 | 3,938,618 | 3,902,008 | 3,902,008 | 3,846,518 |
Basic net income (loss) per share | $0.06 | ($0.02) | $0.11 | $0.02 | $0.08 | ($0.32) |
Diluted net income (loss) per share: | ||||||
Net income (loss) | $248,165 | ($82,219) | $428,796 | $95,496 | $322,548 | ($1,235,170) |
Weighted-average common shares outstanding | 3,947,376 | 3,906,506 | 3,939,642 | 3,902,008 | 3,902,008 | 3,846,518 |
Incremental shares attributable to the common stock equivalents | 1,452 | 1,024 | ||||
Total adjusted weighted-average shares | 3,947,376 | 3,906,506 | 3,939,642 | 3,902,008 | 3,902,008 | 3,846,518 |
Diluted net income (loss) per share | $0.06 | ($0.02) | $0.11 | $0.02 | $0.08 | ($0.32) |
Net_Income_per_Common_Share_De1
Net Income per Common Share (Details 1) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Total potential dilutive securities not included in loss per share | 185,783 | 114,116 | 185,783 | 114,116 | 114,113 | 120,824 |
Stock options [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Total potential dilutive securities not included in loss per share | 169,116 | 89,116 | 169,116 | 89,116 | 89,116 | 95,824 |
Warrant [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Total potential dilutive securities not included in loss per share | 16,667 | 25,000 | 16,667 | 25,000 | 25,000 | 25,000 |
Notes_Payable_to_Related_Party1
Notes Payable to Related Party (Details) (USD $) | 0 Months Ended | |||
Oct. 19, 2010 | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Notes Payable to Related Party (Textual) | ||||
Note payable to related party | $20,000 | $20,000 | ||
Due to related party | 2,672 | 5,942 | ||
Mr. Meller [Member] | ||||
Notes Payable to Related Party (Textual) | ||||
Principal amount | $45,000 | |||
Interest rate | 3.00% | |||
Maturity date, Description | Mr. Meller extended the due date of the remaining Note Payable from January 2014 to January 2015. |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Line Items] | |||
Property and Equipment | $1,054,559 | $1,032,477 | $935,485 |
Less: Accumulated depreciation | -875,264 | -790,582 | -685,252 |
Property and equipment, net | 179,295 | 241,895 | 250,233 |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and Equipment | 30,557 | 30,557 | 30,557 |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and Equipment | $1,024,002 | $1,001,920 | $904,928 |
Property_and_Equipment_Details1
Property and Equipment (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Property and Equipment [Abstract] | ||||||
Depreciation and amortization | $28,196 | $23,000 | $84,682 | $71,374 | $105,330 | $92,037 |
Business_Combination_Details
Business Combination (Details) (USD $) | 12 Months Ended |
Dec. 31, 2012 | |
Business Combination, Separately Recognized Transactions | |
Current assets | $38,736 |
Long-lived assets | 26,794 |
Bargain purchase gain | -17,932 |
Intangible assets | 694,000 |
Deferred maintenance liability | -299,634 |
Fair value of net assets acquired | 459,896 |
Cash paid for acquisition | 441,964 |
Gain from bargain purchase | 17,932 |
Total purchase price | $459,896 |
Business_Combination_Details_1
Business Combination (Details 1) (USD $) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2012 | |
Business Combinations [Abstract] | |||
Net sales | $17,000,967 | $13,530,826 | $13,773,967 |
Cost of revenues | 8,039,161 | ||
Operating expenses | 6,238,390 | 5,035,264 | 7,008,124 |
Other expense (income) | 56,635 | ||
Income before taxes | 858,658 | 104,756 | -1,235,170 |
Net income | $493,370 | $104,756 | ($13,299,538) |
Basic and diluted income per common share (in Dollars per share) | $0.13 | $0.03 | |
Basic income (loss) per common share (in Dollars per share) | ($0.34) | ||
Diluted income (loss) per common share (in Dollars per share) | ($0.34) |
Business_Combination_Details_T
Business Combination (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | 6-May-14 | |
Business Acquisition [Line Items] | |||||||
Intangible asset, estimated useful life | 5 years | ||||||
Payments to Acquire Businesses, Gross | $441,964 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 694,000 | ||||||
Revenue, Net | 6,086,465 | 4,374,951 | 16,266,032 | 12,290,088 | 17,400,051 | 13,178,985 | |
Operating expenses | 2,091,041 | 1,693,071 | 6,109,551 | 4,725,822 | 6,491,537 | 6,510,532 | |
ESC, Inc. d/b/a ESC Software [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Principal amount | 350,000 | 350,000 | 350,000 | ||||
Net Income (Loss) Attributable to Parent | 9,000 | ||||||
Revenue, Net | 429,000 | ||||||
Operating expenses | 420,000 | ||||||
ESC, Inc. d/b/a ESC Software [Member] | Customer Lists [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Intangible asset, estimated useful life | 5 years | ||||||
ESC, Inc. d/b/a ESC Software [Member] | Vice President [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Agreement Term | 3 years | ||||||
Other commitment | 162,000 | ||||||
Stock option granted | 20,000 | ||||||
Option Exercise Price | $4.50 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 20.00% | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 5 years | ||||||
HighTower [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Payments to Acquire Businesses, Gross | 441,964 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Deferred Revenue | 299,634 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 46,000 | ||||||
Net Income (Loss) Attributable to Parent | 461,647 | ||||||
Revenue, Net | 1,145,319 | ||||||
Costs and Expenses | $683,672 |
Intangible_Assets_Details
Intangible Assets (Details) (USD $) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Finite-Lived Intangible Assets [Line Items] | |||
Intangible asset, estimated useful life | 5 years | ||
Total intangible assets | $1,338,036 | $988,036 | $988,036 |
Less: accumulated amortization | -477,529 | -300,156 | 103,523 |
Total | 860,507 | 687,880 | 884,513 |
Proprietary developed software | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible asset, estimated useful life | 5 years | ||
Total intangible assets | 294,036 | 294,036 | 294,036 |
Intellectual property, customer list, and acquired contracts [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible asset, estimated useful life | 5 years | ||
Total intangible assets | $1,044,000 | $694,000 | $694,000 |
Intangible_Assets_Details_1
Intangible Assets (Details 1) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Intangible Assets [Abstract] | |||
2014 | $66,901 | $197,607 | |
2015 | 267,607 | 197,607 | |
2016 | 267,607 | 197,607 | |
2017 | 165,059 | 95,059 | |
2018 | 70,000 | ||
2019 | 23,333 | ||
Total | $860,507 | $687,880 | $884,513 |
Intangible_Assets_Details_Text
Intangible Assets (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Intangible Assets [Abstract] | ||||||
Amortization of intangible assets | $66,902 | $49,402 | $177,373 | $147,231 | $196,633 | $103,523 |
Line_of_Credit_Term_Loan_and_P1
Line of Credit, Term Loan and Promissory Note (Details) (USD $) | 9 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 12 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | 6-May-14 | Jul. 31, 2013 | Aug. 01, 2013 | Dec. 31, 2011 | |
Line of Credit, Term Loan and Promissory Note (Textual) | ||||||||
Loans payable to bank | $151,125 | $279,517 | ||||||
Proceed from term loan | 350,000 | 350,000 | ||||||
Esc Inc Dbaesc Software [Member] | ||||||||
Line of Credit, Term Loan and Promissory Note (Textual) | ||||||||
Debt instrument, face amount | 350,000 | 350,000 | ||||||
Debt instrument, term | 60 months | |||||||
Debt instrument, periodic payment | 6,135 | |||||||
Debt instrument, interest rate | 2.00% | |||||||
Debt instrument, maximum interest rate | 10.00% | |||||||
Notes Payable, Current | 327,739 | |||||||
Notes Payable to Banks [Member] | ||||||||
Line of Credit, Term Loan and Promissory Note (Textual) | ||||||||
Debt instrument, face amount | 350,000 | |||||||
Debt instrument, term | 2 years | |||||||
Debt instrument, maturity date | 31-Jul-15 | |||||||
Debt instrument, frequency of periodic payment | Monthly | |||||||
Debt instrument, periodic payment | 15,776 | |||||||
Debt instrument, interest rate | 8.00% | |||||||
Debt instrument, collateral | The term loan is collateralized by substantially all of the assets of the Company and is guaranteed by the Company's Chief Executive Officer, Mr. Meller. | |||||||
Line of Credit [Member] | ||||||||
Line of Credit, Term Loan and Promissory Note (Textual) | ||||||||
Line of credit facility, initiation date | 1-Aug-13 | |||||||
Line of credit facility, expiration period | 2 years | |||||||
Line of credit facility, expiration date | 31-Jul-15 | |||||||
Line of credit facility, borrowing capacity description | The agreement includes a borrowing base calculation tied to accounts receivable | |||||||
Line of credit facility, maximum borrowing capacity | 750,000 | 750,000 | ||||||
Variable interest rate | 1.75% | |||||||
Line of credit facility, interest rate at period end | 5.00% | 5.00% | ||||||
Line of credit facility, collateral description | The line is collateralized by substantially all of the assets of the Company and is guaranteed by the Company's Chief Executive Officer, Mr. Meller. | |||||||
Line of credit facility, collateral fees | 1,000 | 1,000 | ||||||
Line of Credit Facility, Covenant Compliance | Company was in compliance with its required financial covenants, the fixed charge ratio and debt to net worth | |||||||
Debt instrument, maturity date description | Two years and expires on July 31, 2015 | |||||||
Line of credit facility, interest rate description | prime plus 1.75 | |||||||
Line of credit facility, current borrowing capacity | 750,000 | |||||||
Line of credit facility, remaining borrowing capacity | 750,000 | |||||||
Term Loan [Member] | ||||||||
Line of Credit, Term Loan and Promissory Note (Textual) | ||||||||
Debt instrument, frequency of periodic payment | Monthly | |||||||
Debt instrument, maturity date description | Loan is for two years and expires on July 31, 2015 | |||||||
Debt instrument, periodic payment | 15,776 | |||||||
Debt instrument, interest rate | 8.00% | |||||||
Proceed from term loan | 350,000 | |||||||
Notes Payable, Current | $279,517 |
Stock_Options_and_Warrants_Det
Stock Options and Warrants (Details) (Stock Options [Member], USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Stock Options [Member] | ||
Summary of options and activity | ||
Number of Option, Options outstanding (Beginning Balance) | 95,824 | 0 |
Number of Options, Granted | 95,824 | |
Number of Options, Exercised | 0 | |
Number of Options, Canceled/forfeited | -6,708 | 0 |
Number of Option, Options outstanding (Ending Balance) | 86,116 | 95,824 |
Average Exercise Price, Options outstanding (Beginning Balance) | $4.80 | $0 |
Average Exercise Price, Granted | $4.80 | |
Average Exercise Price, Exercised | $0 | |
Average Exercise Price, Canceled/forfeited | $0 | |
Average Exercise Price, Options outstanding (Ending Balance) | $4.80 | $4.80 |
Average Remaining Contractual Term, Options outstanding (Beginning Balance) | 4 years 4 months 24 days | |
Average Remaining Contractual Term, Granted | 5 years | |
Average Remaining Contractual Term, Options outstanding (Ending Balance) | 3 years 4 months 24 days | 4 years 4 months 24 days |
Aggregate Intrinsic Value, Outstanding options (Beginning Balance) | $0 | |
Aggregate Intrinsic Value, Outstanding options (Ending Balance) | 0 | 0 |
Vested Options, Number of options | 85,044 | 84,804 |
Vested Options, Average Exercise Price | $4.80 | $4.80 |
Vested Options, Average Remaining Contractual Term | 3 years 4 months 24 days | 4 years 4 months 24 days |
Vested Options, Aggregate Intrinsic Value | $0 | $0 |
Stock_Options_and_Warrants_Det1
Stock Options and Warrants (Details 1) (USD $) | Dec. 31, 2013 | Sep. 30, 2013 |
Summary of warrants outstanding | ||
Exercise price of warrants | $0.03 | $0.90 |
Warrant [Member] | ||
Summary of warrants outstanding | ||
Exercise price of warrants | $3.60 | |
Warrant [Member] | July 1, 2014 [Member] | ||
Summary of warrants outstanding | ||
Warrants Outstanding | 8,333 | |
Exercise price of warrants | $6 | |
Warrant [Member] | October 1, 2014 [Member] | ||
Summary of warrants outstanding | ||
Warrants Outstanding | 8,333 | |
Exercise price of warrants | $6 | |
Warrant [Member] | January 1, 2015 [Member] | ||
Summary of warrants outstanding | ||
Warrants Outstanding | 8,333 | |
Exercise price of warrants | $3.60 |
Stock_Options_and_Warrants_Det2
Stock Options and Warrants (Details 2) (Warrant [Member], USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Warrant [Member] | ||
Warrants outstanding and exercisable | ||
Warrant Outstanding (Beginning Balance) | 25,002 | 18,467 |
Warrant Outstanding, Granted | 8,333 | 25,000 |
Warrants Outstanding, Exercised | 8,333 | |
Warrants Outstanding, Canceled | 1 | 18,465 |
Warrant Outstanding (Ending Balance) | 25,001 | 25,002 |
Weighted Average Exercise Price (Beginning Balance) | $4.50 | $8.13 |
Weighted Average Exercise Price, Granted | $3.60 | $4.30 |
Weighted Average Exercise Price, Exercised | $900 | $0 |
Weighted Average Exercise Price, Canceled | $3.80 | $7.85 |
Weighted Average Exercise Price (Ending Balance) | $5.20 | $4.50 |
Warrants, Outstanding and Exercisable | 25,001 | 25,002 |
Weighted Average Exercise Price, Outstanding and Exercisable | $5.20 | $4.50 |
Stock_Options_and_Warrants_Det3
Stock Options and Warrants (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | |||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 31, 2014 | 31-May-14 | Feb. 28, 2014 | |
Stock Options And Warrants (Textual) | |||||||||
Stock compensation expenses | $56,092 | $25,404 | $119,161 | $34,212 | $17,616 | $1,136,258 | |||
Issuance of common stock for services (in Shares) | 300,000 | ||||||||
Shares issued for service, fair value | 21,000 | 35,000 | |||||||
Exercise price of warrants | $0.90 | $0.90 | $0.03 | ||||||
2004 Stock Incentive Plan [Member] | |||||||||
Stock Options And Warrants (Textual) | |||||||||
Shares authorized | 116,067 | ||||||||
Stock incentive plan, description | Limitations of the plan at a price to be equal to or greater than 50% of the fair market value of such shares on the date of grant of such award. | ||||||||
Stock option granted | 10,000 | 20,000 | 50,000 | ||||||
Stock options vested | 25,000 | ||||||||
Stock option vesting rights, description | The Company recognizes compensation cost on awards on a straight-line basis over the vesting period, approximately five years. | The remaining 50% vesting ratably over a three-year period. | |||||||
Stock option vesting period | 5 years | 3 years | |||||||
Estimated fair value of stock options | 44,987 | 77,981 | 115,488 | ||||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | ||||||
Risk-free interest rate | 1.00% | 1.68% | 0.71% | ||||||
Expected volatility | 323.81% | 328.76% | 353.95% | ||||||
Expected life | 5 years | 5 years | 5 years | ||||||
Forfeiture rate | 15.00% | 15.00% | |||||||
Weighted average exercise price, granted | $4.50 | $4.50 | $4.50 | ||||||
2007 Consultant Stock Incentive Plan [Member] | |||||||||
Stock Options And Warrants (Textual) | |||||||||
Shares authorized | 19,393 | ||||||||
Stock incentive plan, description | The price shall be equal to or greater than 50% of the fair market value of such shares on the date of grant of such award. | ||||||||
2004 Directors' and Officers' Stock Incentive Plan [Member] | |||||||||
Stock Options And Warrants (Textual) | |||||||||
Shares authorized | 5,520 | ||||||||
Stock incentive plan, description | The price shall be equal to or greater than 50% of the fair market value of such shares on the date of grant of such award. | ||||||||
Stock Options [Member] | |||||||||
Stock Options And Warrants (Textual) | |||||||||
Stock option granted | 95,824 | ||||||||
Stock option vesting rights, description | Options immediately vest upon grant or 50% upon grant with the remaining 50% vested evenly over the next three years on the anniversary date after the year of grant. | ||||||||
Weighted average exercise price, granted | $4.80 | ||||||||
Unamortized compensation expense | 21,000 | 43,000 | |||||||
Unamortized compensation expense expected to be recognized period | 2 years | ||||||||
Stock Options [Member] | 2004 Stock Incentive Plan [Member] | |||||||||
Stock Options And Warrants (Textual) | |||||||||
Stock option granted | 95,833 | ||||||||
Stock options vested | 75,233 | ||||||||
Stock option vesting rights, description | The remaining 20,600 options shall vest 50% at grant date with the balance vested ratably over a three-year period. | ||||||||
Stock option vesting period | 3 years | ||||||||
Estimated fair value of stock options | 460,000 | ||||||||
Stock compensation expenses | 17,616 | 416,991 | |||||||
Expected dividend yield | 0.00% | ||||||||
Risk-free interest rate | 0.86% | ||||||||
Expected volatility | 298.00% | ||||||||
Expected life | 5 years | ||||||||
Weighted average exercise price, granted | $4.80 | ||||||||
Warrant [Member] | |||||||||
Stock Options And Warrants (Textual) | |||||||||
Issuance of common stock for services (in Shares) | 8,333 | 25,000 | |||||||
Shares issued for service, fair value | $29,000 | $105,000 | |||||||
Share price (per share) | $3.60 | ||||||||
Exercise price of warrants | $3.60 | ||||||||
Fair value assumptions, expected dividend yield | 0.00% | 0.00% | |||||||
Fair value assumptions, risk free interest rate | 0.27% | ||||||||
Fair value assumptions, expected volatility | 278.17% | ||||||||
Fair value assumptions, expected life | 2 years | 2 years | |||||||
Warrant [Member] | Maximum [Member] | |||||||||
Stock Options And Warrants (Textual) | |||||||||
Share price (per share) | $0.60 | ||||||||
Exercise price of warrants | $1.20 | ||||||||
Fair value assumptions, risk free interest rate | 0.33% | ||||||||
Fair value assumptions, expected volatility | 296.79% | ||||||||
Warrant [Member] | Minimum [Member] | |||||||||
Stock Options And Warrants (Textual) | |||||||||
Share price (per share) | $0.90 | ||||||||
Exercise price of warrants | $6 | ||||||||
Fair value assumptions, risk free interest rate | 0.25% | ||||||||
Fair value assumptions, expected volatility | 280.02% |
Income_Taxes_Details
Income Taxes (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Deferred tax assets: | ||
Net operating loss carry forwards | $2,928,000 | $2,920,000 |
Long lived assets | 270,000 | 326,000 |
Share based payments | 71,000 | 75,000 |
Other | 35,000 | 32,000 |
Deferred tax asset | 3,304,000 | 3,353,000 |
Deferred tax liabilities: | ||
Long lived assets | -44,000 | -73,000 |
Deferred tax liabilities | -44,000 | -73,000 |
Net deferred tax asset | 3,260,000 | 3,280,000 |
Less: Valuation allowance | -3,140,000 | -3,280,000 |
Net deferred tax asset | $120,000 | $0 |
Income_Taxes_Details_1
Income Taxes (Details 1) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Schedule of Effective Income Tax Rate Reconciliation [Abstract] | ||
Federal income tax rate | 34.00% | 34.00% |
State income tax, net of federal benefit | 6.00% | 6.00% |
Permanent differences | 6.00% | 40.00% |
Prior year adjustments | -35.00% | 0.00% |
Effective income tax rate | 11.00% | 80.00% |
Effect on valuation allowance | -70.00% | -80.00% |
Effective income tax rate | -59.00% | 0.00% |
Income_Taxes_Details_2
Income Taxes (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Current: | ||||||
Federal | ||||||
State and local | ||||||
Total current tax provision | ||||||
Deferred: | ||||||
Federal | ||||||
State and local | ||||||
Release of valuation allowance | -120,000 | |||||
Total deferred tax (benefit) provision | 51,000 | -120,000 | ||||
Total (benefit) provision | $197,847 | $327,364 | ($120,000) |
Income_Taxes_Details_Textual
Income Taxes (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Taxes [Abstract] | ||||||
Operating Loss Carryforwards | $7,552,000 | |||||
Effective Income Tax Rate Reconciliation, Percent | 44.30% | 43.30% | ||||
Income Tax Expense (Benefit) | $197,847 | $327,364 | ($120,000) |
Capital_Lease_Obligations_Deta
Capital Lease Obligations (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Capital Leases, Future Minimum Payments Receivable, Fiscal Year Maturity [Abstract] | |||
2014 | $62,499 | ||
2015 | 39,741 | ||
2016 | 12,457 | ||
2017 | |||
2018 | |||
Total minimum lease payments | 114,697 | ||
Less amounts representing interest | -12,347 | ||
Present value of net minimum lease payments | 102,350 | ||
Less current portion | -46,199 | -53,726 | -88,829 |
Long-term capital lease obligation | $24,943 | $48,624 |
Capital_Lease_Obligations_Deta1
Capital Lease Obligations (Details Textual) | Dec. 31, 2013 |
Minimum [Member] | |
Capital Lease Obligations [Line Items] | |
Future minimum lease payments with interest rates | 8.50% |
Maximum [Member] | |
Capital Lease Obligations [Line Items] | |
Future minimum lease payments with interest rates | 11.00% |
Due_to_Related_Party_Details
Due to Related Party (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Related Party Transaction [Line Items] | |||
Accrued interest | $14,692 | $13,291 | $12,422 |
Mr. Meller [Member] | |||
Related Party Transaction [Line Items] | |||
Accrued interest | $2,672 | $5,942 |
Convertible_Promissory_Note_Re1
Convertible Promissory Note - Related Party (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Oct. 19, 2010 | |
Debt Instrument [Line Items] | ||||||||
Debt Conversion, Original Debt, Amount | $20,792 | $25,000 | $25,000 | $43,946 | ||||
Share-based compensation | 56,092 | 25,404 | 119,161 | 34,212 | 17,616 | 1,136,258 | ||
Mr. Meller [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount | 45,000 | |||||||
Debt Instrument, Collateral | The note is not collateralized | |||||||
Mr. Meller [Member] | Convertible Promissory Note [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, interest rate | 7.00% | |||||||
Principal amount | 51,000 | |||||||
Debt Conversion, Original Debt, Amount | 30,458 | |||||||
Debt Conversion, Converted Instrument, Shares issued (in Shares) | 2,005,139 | |||||||
Repayments of Convertible Debt | 7,054 | |||||||
Convertible Notes Payable, Current | 0 | 0 | ||||||
Employees [Member] | Convertible Promissory Note [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Conversion, Original Debt, Amount | 13,488 | |||||||
Debt Conversion, Converted Instrument, Shares issued (in Shares) | 887,984 | |||||||
Share-based compensation | $719,000 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | Dec. 31, 2013 |
Schedule of Minimum Rental Payments for Operating Leases [Abstract] | |
2014 | $141,000 |
2015 | 129,000 |
2016 | 121,000 |
2017 | 36,000 |
2018 | $36,000 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Commitments And Contingencies Details [Line Items] | ||
Operating leases, rent expense | $153,000 | $130,000 |
Corporate Office Space [Member] | ||
Commitments And Contingencies Details [Line Items] | ||
Area of real estate property (in square feet) | 6,986 | |
Operating leases, rent expense, minimum rentals | 7,400 | |
Lease expiration date | 31-Dec-16 | |
Office Space in North Syracuse, New York [Member] | ||
Commitments And Contingencies Details [Line Items] | ||
Operating leases, rent expense, minimum rentals | 2,100 | |
Description of lessee leasing arrangements, operating leases | two-year lease, with a one-year extension | |
Lease expiration date | 31-May-15 | |
Office Space in Skokie, IL [Member] | ||
Commitments And Contingencies Details [Line Items] | ||
Area of real estate property (in square feet) | 2,700 | |
Operating leases, rent expense, minimum rentals | 3,000 | |
Lease expiration date | 30-Apr-18 | |
Sales and Support in Minneapolis, MN [Member] | ||
Commitments And Contingencies Details [Line Items] | ||
Area of real estate property (in square feet) | 500 | |
Operating leases, rent expense, minimum rentals | 400 | |
Lease expiration date | 31-Aug-14 | |
Employment Agreement [Member] | Chief Executive Officer [Member] | ||
Commitments And Contingencies Details [Line Items] | ||
Other commitment | 466,874 | |
Increase in base salary year over year, percentage | 10.00% | |
Salaries, wages and officers' compensation | 426,500 | |
Other commitments, description | The employment agreement with Mr. Meller also provides for a severance payment to him of three hundred percent (300%), less $100,000 of his gross income for services rendered to the Company in each of the five prior calendar years should his employment be terminated following a change in control, as defined in the employment agreement. | |
Lease expiration date | 15-Sep-17 | |
Employment Agreement [Member] | Chief Executive Officer [Member] | First Year Base Salary [Member] | ||
Commitments And Contingencies Details [Line Items] | ||
Other commitment | 180,000 | |
Employment Agreement [Member] | Chief Executive Officer [Member] | Monthly Travel Expense Allowance [Member] | ||
Commitments And Contingencies Details [Line Items] | ||
Other commitment | 600 | |
Employment Agreement [Member] | Chief Executive Officer [Member] | Monthly Auto Allowance [Member] | ||
Commitments And Contingencies Details [Line Items] | ||
Other commitment | $800 |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Class of Stock [Line Items] | ||||
Stock Issued During Period, Shares, Other | 159,939 | 215,517 | ||
Conversion of liability, common stock shares issued | 5,331 | 7,184 | 215,517 | 2,385,650 |
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $0.00 | $0.00 | $0.00 | |
Conversion of Series A Preferred Stock to common stock (in Shares) | 7,018 | 210,526 | 79,522 | |
Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Stock Issued During Period, Shares, Other | 7,018 | |||
Common stock, authorized | 75,000,000 | |||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $0.00 | |||
Common stock, issued | 3,922,566 | |||
Common stock, outstanding | 3,898,364 | |||
Conversion of Series A Preferred Stock to common stock (in Shares) | 79,522 | |||
Series A Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Stock Issued During Period, Shares, Other | ||||
Convertible Preferred Stock, Terms of Conversion | The Company has the right to convert, at its sole option, each share of Series A into Class A Common Stock equal to 1% of the outstanding shares of Class A Common Stock at the time of conversion. | |||
Preferred Stock, Voting Rights | Each one share of Series A shall entitle the Series A Holder to voting rights equal to 88,889 votes of Class A Common Stock. | |||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $0.00 | $0.00 | $0.00 | |
Conversion of Series A Preferred Stock to common stock (in Shares) | -2 | |||
Series B Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred Stock, Voting Rights | The one (1) share of the Series B Preferred shall have voting rights equal to (x) the total issued and outstanding Common Stock and preferred stock eligible to vote at the time of the respective vote divided by (y) forty nine one-hundredths (0.49) minus (z) the total issued and outstanding Common Stock and preferred stock eligible to vote at the time of the respective vote. For the avoidance of doubt, if the total issued and outstanding Common Stock eligible to vote at the time of the respective vote is 5,000,000, the voting rights of the Series B Preferred Stock shall be equal to 5,204,082 (e.g. (5,000,000 / 0.49) - 5,000,000 =,204,082). | |||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $0.00 | $0.00 | $0.00 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2013 | Dec. 31, 2013 | Feb. 04, 2015 | Jan. 29, 2015 | Sep. 30, 2014 | Dec. 31, 2012 | |
Subsequent Event [Line Items] | ||||||
Reverse stock split, description | 1-for-30 | 1-for-30 | ||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock, outstanding | 30 | |||||
Board of Directors and Shareholders [Member] | Maximum [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock, authorized | 750,000,000 | |||||
Board of Directors and Shareholders [Member] | Minimum [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock, authorized | 75,000,000 | |||||
Common Class A [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock, outstanding | 3,922,566 | 3,954,897 | 3,898,364 | |||
Common stock, authorized | 75,000,000 | 75,000,000 | 75,000,000 | |||
Common stock par value (in Dollars per share) | 0.00001 | $0.00 | $0.00 | |||
Common Class A [Member] | Board of Directors and Shareholders [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock par value (in Dollars per share) | 0.00001 | |||||
Common Class B [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock, outstanding | 0 | 0 | 0 | |||
Common stock, authorized | 50,000,000 | 50,000,000 | 50,000,000 | |||
Common stock par value (in Dollars per share) | 0.00001 | $0.00 | $0.00 | |||
Common Class B [Member] | Board of Directors and Shareholders [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock par value (in Dollars per share) | 0.00001 | |||||
Common Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock, outstanding | 3,898,364 | |||||
Common stock, authorized | 75,000,000 | |||||
Common stock par value (in Dollars per share) | 0.00001 | |||||
Common Stock [Member] | Board of Directors and Shareholders [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock par value (in Dollars per share) | 0.00001 |