DOCUMENT AND ENTITY INFORMATION
DOCUMENT AND ENTITY INFORMATION - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 08, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | ASURE SOFTWARE INC | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 15,551,460 | |
Amendment Flag | false | |
Entity Central Index Key | 0000884144 | |
Entity Filer Category | Accelerated Filer | |
Document Period End Date | Jun. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 14,656 | $ 15,444 |
Accounts receivable, net of allowance for doubtful accounts of $1,116 and $1,467 at June 30, 2019 and December 31, 2018, respectively | 15,597 | 16,028 |
Inventory | 5,164 | 3,117 |
Prepaid expenses and other current assets | 3,022 | 3,120 |
Total current assets before funds held for clients | 38,439 | 37,709 |
Funds held for clients | 104,628 | 122,206 |
Total current assets | 143,067 | 159,915 |
Property and equipment, net | 10,365 | 8,948 |
Goodwill | 116,031 | 111,387 |
Intangible assets, net | 75,526 | 76,760 |
Other assets, net | 11,984 | 4,090 |
Total assets | 356,973 | 361,100 |
Current liabilities: | ||
Current portion of notes payable, net of debt issuance cost | 3,826 | 4,733 |
Revolving line of credit | 4,000 | 0 |
Accounts payable | 5,821 | 3,662 |
Accrued compensation and benefits | 2,823 | 2,824 |
Other accrued liabilities | 4,326 | 2,234 |
Deferred revenue | 11,686 | 11,849 |
Total current liabilities before client fund obligations | 32,482 | 25,302 |
Client fund obligations | 105,296 | 123,170 |
Total current liabilities | 137,778 | 148,472 |
Long-term liabilities: | ||
Deferred revenue | 777 | 876 |
Deferred tax liability | 2,187 | 1,566 |
Notes payable, net of current portion and debt issuance cost | 112,842 | 107,229 |
Other liabilities | 6,472 | 439 |
Total long-term liabilities | 122,278 | 110,110 |
Total liabilities | 260,056 | 258,582 |
Commitments | ||
Stockholders’ equity: | ||
Preferred stock, $.01 par value; 1,500 shares authorized; none issued or outstanding | 0 | 0 |
Common stock, $.01 par value; 22,000 and 22,000 shares authorized; 15,935 and 15,666 shares issued, 15,551 and 15,282 shares outstanding at June 30, 2019 and December 31, 2018, respectively | 159 | 157 |
Treasury stock at cost, 384 shares at June 30, 2019 and December 31, 2018 | (5,017) | (5,017) |
Additional paid-in capital | 394,205 | 391,927 |
Accumulated deficit | (291,504) | (283,643) |
Accumulated other comprehensive loss | (926) | (906) |
Total stockholders’ equity | 96,917 | 102,518 |
Total liabilities and stockholders’ equity | $ 356,973 | $ 361,100 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable (current) | $ 1,116 | $ 1,467 |
Preferred stock (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock shares authorized (in shares) | 1,500,000 | 1,500,000 |
Preferred stock shares issued (in shares) | 0 | 0 |
Preferred stock shares outstanding (in shares) | 0 | 0 |
Common stock (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock shares authorized (in shares) | 22,000,000 | 22,000,000 |
Common stock shares issued (in shares) | 15,935,000 | 15,666,000 |
Common stock shares outstanding (in shares) | 15,551,000 | 15,282,000 |
Treasury stock (in shares) | 384,000 | 384,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Revenue: | ||||
Revenues | $ 24,841 | $ 21,767 | $ 51,601 | $ 41,071 |
Cost of Sales | 9,851 | 7,220 | 18,549 | 12,777 |
Gross profit | 14,990 | 14,547 | 33,052 | 28,294 |
Operating expenses: | ||||
Selling, general and administrative | 11,859 | 11,633 | 24,624 | 22,342 |
Research and development | 1,878 | 1,558 | 4,229 | 2,981 |
Amortization of intangible assets | 2,761 | 1,994 | 5,543 | 3,591 |
Total operating expenses | 16,498 | 15,185 | 34,396 | 28,914 |
Loss from operations | (1,508) | (638) | (1,344) | (620) |
Other income (expense) | ||||
Interest expense and other | (3,091) | (2,722) | (5,845) | (4,482) |
Total other expense, net | (3,091) | (2,722) | (5,845) | (4,482) |
Loss before income taxes | (4,599) | (3,360) | (7,189) | (5,102) |
Income tax expense | (368) | (408) | (672) | (591) |
Net loss | (4,967) | (3,768) | (7,861) | (5,693) |
Other comprehensive income: | ||||
Unrealized gain on marketable securities | 78 | 0 | 26 | 0 |
Foreign currency translation loss | (365) | (437) | (46) | (434) |
Comprehensive loss | $ (5,254) | $ (4,205) | $ (7,881) | $ (6,127) |
Basic and diluted net loss per share | ||||
Basic (in dollars per share) | $ (0.32) | $ (0.29) | $ (0.51) | $ (0.45) |
Diluted (in dollars per share) | $ (0.32) | $ (0.29) | $ (0.51) | $ (0.45) |
Weighted average basic and diluted shares | ||||
Basic (in shares) | 15,444 | 12,939 | 15,425 | 12,762 |
Diluted (in shares) | 15,444 | 12,939 | 15,425 | 12,762 |
Recurring | ||||
Revenue: | ||||
Revenues | $ 20,433 | $ 17,749 | $ 43,994 | $ 35,234 |
Professional services, hardware and other | ||||
Revenue: | ||||
Revenues | $ 4,408 | $ 4,018 | $ 7,607 | $ 5,837 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Other Comprehensive Income (Loss) |
Retrospective adoption of Topic 606 | $ 1,502 | $ 1,502 | ||||
Beginning balance (in shares) at Dec. 31, 2017 | 12,492,000 | |||||
Beginning balance at Dec. 31, 2017 | 63,774 | $ 129 | $ (5,017) | $ 346,322 | (277,597) | $ (63) |
Stock issued upon acquisition, net of offering costs (in shares) | 92,000 | |||||
Stock issued upon acquisition, net of offering costs | 1,125 | $ 1 | 1,124 | |||
Share based compensation | 194 | 194 | ||||
Net loss | (1,925) | (1,925) | ||||
Other comprehensive income (loss) | 3 | 3 | ||||
Ending balance (in shares) at Mar. 31, 2018 | 12,584,000 | |||||
Ending balance at Mar. 31, 2018 | 64,673 | $ 130 | (5,017) | 347,640 | (278,020) | (60) |
Beginning balance (in shares) at Dec. 31, 2017 | 12,492,000 | |||||
Beginning balance at Dec. 31, 2017 | 63,774 | $ 129 | (5,017) | 346,322 | (277,597) | (63) |
Net loss | (5,693) | |||||
Ending balance (in shares) at Jun. 30, 2018 | 14,998,000 | |||||
Ending balance at Jun. 30, 2018 | 100,086 | $ 154 | (5,017) | 387,234 | (281,788) | (497) |
Beginning balance (in shares) at Mar. 31, 2018 | 12,584,000 | |||||
Beginning balance at Mar. 31, 2018 | 64,673 | $ 130 | (5,017) | 347,640 | (278,020) | (60) |
Stock issued, net of issuance costs (in shares) | 2,390,000 | |||||
Stock issued, net of issuance costs | $ 39,150 | $ 24 | 39,126 | |||
Stock issued upon option exercise and vesting of restricted stock units (in shares) | 24,000 | 24,000 | ||||
Stock issued upon option exercise and vesting of restricted stock units | $ 139 | 139 | ||||
Share based compensation | 329 | 329 | ||||
Net loss | (3,768) | (3,768) | ||||
Other comprehensive income (loss) | (437) | (437) | ||||
Ending balance (in shares) at Jun. 30, 2018 | 14,998,000 | |||||
Ending balance at Jun. 30, 2018 | 100,086 | $ 154 | (5,017) | 387,234 | (281,788) | (497) |
Beginning balance (in shares) at Dec. 31, 2018 | 15,282,000 | |||||
Beginning balance at Dec. 31, 2018 | 102,518 | $ 157 | (5,017) | 391,927 | (283,643) | (906) |
Stock issued upon acquisition, net of offering costs (in shares) | 123,000 | |||||
Stock issued upon acquisition, net of offering costs | 555 | $ 1 | 554 | |||
Share based compensation | 611 | 611 | ||||
Net loss | (2,894) | (2,894) | ||||
Other comprehensive income (loss) | 267 | 267 | ||||
Ending balance (in shares) at Mar. 31, 2019 | 15,405,000 | |||||
Ending balance at Mar. 31, 2019 | 101,057 | $ 158 | (5,017) | 393,092 | (286,537) | (639) |
Beginning balance (in shares) at Dec. 31, 2018 | 15,282,000 | |||||
Beginning balance at Dec. 31, 2018 | 102,518 | $ 157 | (5,017) | 391,927 | (283,643) | (906) |
Net loss | (7,861) | |||||
Ending balance (in shares) at Jun. 30, 2019 | 15,551,000 | |||||
Ending balance at Jun. 30, 2019 | 96,917 | $ 159 | (5,017) | 394,205 | (291,504) | (926) |
Beginning balance (in shares) at Mar. 31, 2019 | 15,405,000 | |||||
Beginning balance at Mar. 31, 2019 | 101,057 | $ 158 | (5,017) | 393,092 | (286,537) | (639) |
Stock issued, ESPP (in shares) | 53,000 | |||||
Stock issued, ESPP | $ 255 | 255 | ||||
Stock issued upon option exercise and vesting of restricted stock units (in shares) | 85,000 | 93,000 | ||||
Stock issued upon option exercise and vesting of restricted stock units | $ 467 | $ 1 | 466 | |||
Share based compensation | 392 | 392 | ||||
Net loss | (4,967) | (4,967) | ||||
Other comprehensive income (loss) | (287) | (287) | ||||
Ending balance (in shares) at Jun. 30, 2019 | 15,551,000 | |||||
Ending balance at Jun. 30, 2019 | $ 96,917 | $ 159 | $ (5,017) | $ 394,205 | $ (291,504) | $ (926) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (7,861) | $ (5,693) |
Adjustments to reconcile net loss to net cash provided by (used in) operations: | ||
Depreciation and amortization | 7,935 | 4,964 |
Amortization of debt financing costs and discount | 800 | 315 |
Provision for (recovery of) doubtful accounts | (350) | 474 |
Provision for deferred income taxes | 621 | 1,211 |
Share-based compensation | 1,003 | 523 |
Loss on disposals of fixed assets | 3 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,812 | (2,576) |
Inventory | (2,082) | (745) |
Prepaid expenses and other assets | 678 | (52) |
Accounts payable | 1,259 | (280) |
Accrued expenses and other long-term obligations | (720) | (1,843) |
Deferred revenue | (256) | (1,294) |
Net cash provided by (used in) operating activities | 2,842 | (4,996) |
Cash flows from investing activities: | ||
Acquisitions net of cash acquired | (7,443) | (44,167) |
Purchases of property and equipment | (993) | (738) |
Software capitalization costs | (2,111) | (1,563) |
Net change in funds held for clients | 31,943 | 18,497 |
Net cash provided by (used in) investing activities | 21,396 | (27,971) |
Cash flows from financing activities: | ||
Proceeds from notes payable | 8,000 | 36,750 |
Payments on notes payable | (4,356) | (5,388) |
Proceeds from revolving line of credit | 4,000 | 4,540 |
Payments on revolving line of credit | 0 | (2,379) |
Debt financing fees | (1,102) | (1,661) |
Payments on capital leases | (68) | (68) |
Proceeds from issuance of common stock | 722 | 39,220 |
Net change in client fund obligations | (32,238) | (18,497) |
Net cash provided by (used in) financing activities | (25,042) | 52,517 |
Effect of foreign exchange rates | 16 | (497) |
Net increase (decrease) in cash and cash equivalents | (788) | 19,053 |
Cash and cash equivalents at beginning of period | 15,444 | 27,792 |
Cash and cash equivalents at end of period | 14,656 | 46,845 |
Cash paid for: | ||
Interest | 4,804 | 3,525 |
Income taxes | 31 | 26 |
Non-cash Investing and Financing Activities: | ||
Subordinated notes payable –acquisitions | 2,000 | 5,812 |
Equity issued in connection with acquisitions | $ 555 | $ 1,200 |
THE COMPANY AND BASIS OF PRESEN
THE COMPANY AND BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company and Basis of Presentation | THE COMPANY AND BASIS OF PRESENTATION Asure Software, Inc., (“Asure”, the “Company”, “we” and “our”), a Delaware Corporation, is a leading provider of Human Capital Management (“HCM”) and Workspace Management, offering intuitive and innovative cloud-based solutions designed to help organizations of all sizes and complexities build companies of the future. Our cloud platform enables clients worldwide to better manage their people and space in a mobile, digital, multi-generational, and global landscape. Asure’s offerings include a fully-integrated HCM platform, flexible benefits and compliance administration, Human Resources (“HR”) consulting, and time and labor management as well as a full suite of workspace management solutions for conference room scheduling, desk sharing programs, and real estate optimization. We develop, market, sell and support our offerings worldwide through our principal office in Austin, Texas and through additional offices in Alabama, California, Florida, Massachusetts, Michigan, Nebraska, New York, North Carolina, Oregon, Tennessee, Vermont, Washington, and the United Kingdom. We have prepared the accompanying unaudited condensed consolidated financial statements in accordance with the rules and regulations of the Securities and Exchange Commission and accordingly, they do not include all information and footnotes required under U.S. generally accepted accounting principles ("U.S. GAAP") for complete financial statements. Certain reclassifications were made to conform to the current period presentation in the condensed consolidated statements of comprehensive loss. These reclassifications include a change in the presentation of revenues. In the opinion of management, these interim financial statements contain all adjustments, consisting of normal, recurring adjustments, necessary for a fair presentation of our financial position as of June 30, 2019 , the results of operations and statements of changes in stockholders' equity for the three and six months ended June 30, 2019 and June 30, 2018 , and our statements of cash flows for the six months ended June 30, 2019 and June 30, 2018 . These condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto filed with the Securities and Exchange Commission in our annual report on Form 10-K for the fiscal year ended December 31, 2018 . The results for the interim periods are not necessarily indicative of results for a full fiscal year. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | SIGNIFICANT ACCOUNTING POLICIES USE OF ESTIMATES Preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are subjective in nature and involve judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at fiscal year end and the reported amounts of revenues and expenses during the reporting period. The more significant estimates made by management include the valuation allowance for the gross deferred tax assets, useful lives of fixed assets, the determination of the fair value of its long-lived assets, and the fair value of assets acquired and liabilities assumed during acquisitions. We base our estimates on historical experience and on various other assumptions management believes reasonable under the given circumstances. These estimates could be materially different under different conditions and assumptions. Additionally, the actual amounts could differ from the estimates made. Management periodically evaluates estimates used in the preparation of the consolidated financial statements for continued reasonableness. We make appropriate adjustments, if any, to the estimates used prospectively based upon such periodic evaluation. RECENT ACCOUNTING PRONOUNCEMENTS Recently Adopted Standards In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, “Leases (Topic 842)”. The core principle of the standard is that a lessee should recognize the assets and liabilities that arise from leases. A lessee should recognize in its statement of financial position a liability to make lease payments (the lease liability) and a right-of-use ("ROU") asset representing its right to use the underlying asset for the lease term. Additional qualitative and quantitative disclosures are also required. We adopted the standard on January 1, 2019, utilizing the cumulative-effect adjustment transition method, which applies the provisions of the standard at the effective date without adjusting the comparative periods presented. Upon adoption, we did not record an adjustment to our beginning accumulated deficit. In addition, we adopted the following additional practical expedients available for implementation: •An entity need not reassess whether any existing or expired contracts are or contain leases; •An entity need not reassess lease classification for any existing or expired leases; and •An entity need not reassess initial direct costs for any existing leases. We recognized lease liabilities of approximately $8,900 on January 1, 2019. A right-of-use asset of approximately $8,200 was recognized based on the lease liability, adjusted for the reclassification of deferred rent and lease incentive of approximately $680 . The standard did not materially impact our operating results or liquidity upon adoption. The standard has no impact on the timing or classification of our cash flows as reported in the Condensed Consolidated Statement of Cash Flows. Our accounting for finance leases remained substantially unchanged. Disclosures related to this standard are included in Note 7, Leases . In February 2018, the FASB issued ASU No. 2018-02, “Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income”, which provides entities the option to reclassify tax effects stranded in accumulated other comprehensive income as a result of the 2017 Tax Cuts and Jobs Act (“the Tax Act”) to retained earnings. We adopted the standard effective January 1, 2019. The adoption of this accounting standard did not have a material impact on our financial position, results of operations, cash flows, or presentation thereof. Standards Yet To Be Adopted The FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) . The new guidance modifies disclosure requirements related to fair value measurement. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Implementation on a prospective or retrospective basis varies by specific disclosure requirement. Early adoption is permitted. The standard also allows for early adoption of any removed or modified disclosures upon issuance of this ASU while delaying adoption of the additional disclosures until their effective date. We plan to adopt this standard at the effective date and do not expect any material impact from adoption. The FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40). The new guidance reduces complexity for the accounting for costs of implementing a cloud computing service arrangement and aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). For public companies, the amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. Implementation should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The effects of this standard on our financial position, results of operations or cash flows are not expected to be material. LEASES At the commencement date of a lease, we recognize a liability to make lease payments and an asset representing the right to use the underlying asset during the lease term. The lease liability is measured at the present value of lease payments over the lease term. As our leases typically do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date taking into consideration necessary adjustments for collateral, depending on the facts and circumstances of the lessee and the leased asset, and term to match the lease term. The ROU asset is measured at cost, which includes the initial measurement of the lease liability and initial direct costs incurred by the Company and excludes lease incentives. Lease liabilities are recorded in other current liabilities and other non-current liabilities. ROU assets are recorded in other assets, net. Lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Operating lease costs are recognized on a straight-line basis over the lease term. Lease agreements that contain both lease and non-lease components are generally accounted for separately. CONTINGENCIES Although we have been, and in the future may be, the defendant or plaintiff in various actions arising in the normal course of business, as of June 30, 2019 , we were not party to any pending legal proceedings. |
INVESTMENTS AND FAIR VALUE MEAS
INVESTMENTS AND FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Investments and Fair Value Measurements | INVESTMENTS AND FAIR VALUE MEASUREMENTS As of June 30, 2019 and December 31, 2018 , $ 4,556 and $4,256 , respectively, of funds held for clients were invested in short-term available-for-sale securities consisting of government and commercial bonds, including mortgage backed securities. As of June 30, 2019 and December 31, 2018 , we also had $31,616 and $0 , respectively, of funds held for clients invested in money market funds. Additionally, at June 30, 2019 and December 31, 2018, we had $10,973 and $ 8,111 , respectively, in money market funds, classified as cash equivalents. Investments classified as short-term available-for-sale consisted of the following: Amortized Cost Gross Unrealized Gains (1) Gross Unrealized Losses (1) Aggregate Estimated Fair Value June 30, 2019: Corporate debt securities -Funds Held for Clients (2) $ 4,530 $ 52 $ (26 ) $ 4,556 December 31, 2018: Corporate debt securities -Funds Held for Clients (2) $ 4,334 $ 21 $ (99 ) $ 4,256 (1) Unrealized gains and losses on available-for-sale securities are included as a component of comprehensive loss. At June 30, 2019 and December 31, 2018 , there were 34 and 26 securities, respectively, in an unrealized gain position and there were 29 and 32 securities, respectively, in an unrealized loss position. As of June 30, 2019 and December 31, 2018, these unrealized losses were less than $30 individually and $170 in the aggregate. These securities have not been in a continuous unrealized gain or loss position for more than 12 months. We do not intend to sell these investments and we do not expect to sell these investments before recovery of their amortized cost basis, which may be at maturity. We review our investments to identify and evaluate investments that have an indication of possible other-than-temporary impairment. Factors considered in determining whether a loss is other-than-temporary include the length of time and extent to which fair value has been less than the cost basis, the financial condition and near-term prospects of the investee, and our intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value. (2) At June 30, 2019 and December 31, 2018 , none of these securities were classified as cash and cash equivalents on the accompanying condensed consolidated balance sheet. Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures defines fair value, establishes a framework for measuring fair value in U.S. generally accepted accounting principles and expands disclosures about fair value measurements. ASC 820 establishes a three-tier fair value hierarchy, which is based on the reliability of the inputs used in measuring fair values. These tiers include: Level 1: Quoted prices in active markets for identical assets or liabilities; Level 2: Quoted prices in active markets for similar assets or liabilities; quoted prices in markets that are not active for identical or similar assets or liabilities; and model-driven valuations whose significant inputs are observable; and Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The following table presents the fair value hierarchy for our financial assets measured at fair value on a recurring basis as of June 30, 2019 and December 31, 2018 , respectively: Fair Value Measure at June 30, 2019 Total Carrying Value at June 30, 2019 Quoted Prices in Active Market (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash equivalents: Money market funds $ 10,973 $ 10,973 $ — $ — Funds held for clients Money market funds 31,616 31,616 — — Short-term available-for-sale securities 4,556 — 4,556 — Total $ 47,145 $ 42,589 $ 4,556 $ — Fair Value Measure at December 31, 2018 Total Carrying Value at December 31, 2019 Quoted Prices in Active Market (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash equivalents: Money market funds $ 8,111 $ 8,111 $ — $ — Funds held for clients Money market funds — — — — Short-term available-for-sale securities 4,256 — 4,256 — Total $ 12,367 $ 8,111 $ 4,256 $ — |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | GOODWILL AND OTHER INTANGIBLE ASSETS The following table summarizes the changes in our goodwill: Balance at December 31, 2018 $ 111,387 Goodwill recognized upon acquisition 4,826 Adjustment to goodwill associated with acquisitions (176 ) Foreign exchange adjustment to goodwill (6 ) Balance at June 30, 2019 $ 116,031 There has been no impairment of goodwill for the periods presented. The gross carrying amount and accumulated amortization of our intangible assets as of June 30, 2019 and December 31, 2018 are as follows: June 30, 2019 Intangible Assets Weighted Average Amortization Period (in Years) Gross Accumulated Amortization Net Developed Technology 6.0 $ 14,800 $ (8,291 ) $ 6,509 Customer Relationships 8.8 90,147 (25,423 ) 64,724 Reseller Relationships 7.0 853 (853 ) 0 Trade Names 12.0 5,315 (1,458 ) 3,857 Noncompete Agreements 5.2 1,032 (596 ) 436 8.5 $ 112,147 $ (36,621 ) $ 75,526 December 31, 2018 Intangible Assets Weighted Average Amortization Period (in Years) Gross Accumulated Amortization Net Developed Technology 6.0 $ 14,805 $ (7,065 ) $ 7,740 Customer Relationships 8.5 85,094 (20,601 ) 64,493 Reseller Relationships 7.0 853 (853 ) — Trade Names 12.2 5,187 (1,241 ) 3,946 Noncompete Agreements 5.2 1,032 (451 ) 581 8.3 $ 106,971 $ (30,211 ) $ 76,760 We record amortization expenses using the straight-line method over the estimated useful lives of the intangible assets, as noted above. Amortization expenses recorded in Operating Expenses were $2,761 and $1,994 , for the three months ended June 30, 2019 and 2018 , respectively. Amortization expenses recorded in Cost of Sales were $437 and $437 for the three months ended June 30, 2019 and 2018 , respectively. Amortization expenses for the six months ended June 30, 2019 and 2018 were $5,543 and $3,591 included in Operating Expenses, and $874 and $734 , respectively, included in Cost of Sales. The following table summarizes the future estimated amortization expense relating to our intangible assets as of June 30, 2019 : Calendar Years 2019 (July to December) $ 5,919 2020 11,491 2021 11,000 2022 10,370 2023 9,148 2024 8,827 Thereafter 18,771 $ 75,526 |
NOTES PAYABLE
NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTES PAYABLE The following table summarizes our outstanding debt as of the dates indicated: Maturity Stated Interest Rate Balance as of June 30, 2019 Balance as of December 31, 2018 Subordinated Notes Payable- acquisitions 10/1/2019 – 7/1/2021 2.00% - 3.00% $ 8,719 $ 10,964 Term Loan – Wells Fargo Syndicate Partner 5/25/2022 10.74 % 55,824 52,106 Term Loan - Wells Fargo 5/25/2022 5.74 % 55,824 52,106 Total Notes Payable 120,367 115,176 Short-term notes payable 5,049 5,864 Long-term notes payable $ 115,318 $ 109,312 The following table summarizes the debt issuance costs as of the dates indicated: Notes Payable Gross Notes Payable at June 30, 2019 Debt Issuance Costs and Debt Discount Net Notes Payable at June 30, 2019 Notes payable, current portion $ 5,049 $ (1,223 ) $ 3,826 Notes payable, net of current portion 115,318 (2,476 ) 112,842 Total Notes Payable $ 120,367 $ (3,699 ) $ 116,668 Notes Payable Gross Notes Payable at December 31, 2018 Debt Issuance Costs and Debt Discount Net Notes Payable at December 31, 2018 Notes payable, current portion $ 5,864 $ (1,131 ) $ 4,733 Notes payable, net of current portion 109,312 (2,083 ) 107,229 Total Notes Payable $ 115,176 $ (3,214 ) $ 111,962 The following table summarizes the future principal payments related to our outstanding debt as of June 30, 2019 : Year Ended Gross Amount December 31, 2019 (July to December) $ 1,317 December 31, 2020 5,232 December 31, 2021 10,081 December 31, 2022 103,737 Gross Notes Payable $ 120,367 Term Loan - Wells Fargo In March 2018, we entered into a second amended and restated credit agreement (the “Second Restated Credit Agreement”) with Wells Fargo, and the lenders that are parties thereto, amending and restating the terms of the Amended and Restated Credit Agreement dated as of May 2017, which had previously amended and restated our credit agreement from March 2014. The Second Restated Credit Agreement contains customary events of default, including, among others, payment defaults, covenant defaults, judgment defaults, bankruptcy and insolvency events, cross defaults to certain indebtedness, incorrect representations or warranties, and change of control. In some cases, the defaults are subject to customary notice and grace period provisions. We and our wholly-owned active subsidiaries are also parties to a Guaranty and Security Agreement with Wells Fargo Bank in connection with the our Second Restated Credit Agreement (and earlier versions of the credit agreement). Under the Guaranty and Security Agreement, we and each of our wholly-owned active subsidiaries have guaranteed all obligations under the Credit Agreement and granted a security interest in substantially all of our and our subsidiaries’ assets. The Second Restated Credit Agreement provides for a total of $175,000 in available financing consisting of (a) $105,000 in the aggregate principal amount of term loans; (b) a $5,000 line of credit; (c) a $25,000 delayed draw term loan commitment for the financing of permitted acquisitions; and (d) a $40,000 accordion. Financing under the delayed draw term loan commitment and accordion are subject to certain conditions as described in the Second Restated Credit Agreement. The Second Restated Credit Agreement amends the applicable margin rates for determining the interest rate payable on the loans as follows: Leverage Ratio First Out Revolver Base Rate Margin First Out Revolver LIBOR Rate Margin First Out TL Base Rate Margin First Out TL LIBOR Rate Margin Last Out Base Rate Margin Last Out LIBOR Rate Margin ≤ 3.25:1 4.25 percentage points 5.25 percentage points 1.75 percentage points 2.75 percentage points 6.75 percentage points 7.75 percentage points > 3.25:1 4.75 percentage points 5.75 percentage points 2.25 percentage points 3.25 percentage points 7.25 percentage points 8.25 percentage points The outstanding principal amount of the term loans is payable as follows: • $263 beginning on June 30, 2018 and the last day of each fiscal quarter thereafter up to March 31, 2020, plus an additional amount equal to 0.25% of the principal amount of all delayed draw term loans; • $656 beginning on June 30, 2020 and the last day of each fiscal quarter thereafter up to March 31, 2021, plus an additional amount equal to 0.625% of the principal amount of all delayed draw term loans; and • $1,313 beginning on June 30, 2021 and the last day of each fiscal quarter thereafter, plus an additional amount equal to 1.25% of the principal amount of all delayed draw term loans. The Second Restated Credit Agreement also: • amended our leverage ratio covenant; • amended our fixed charge coverage ratio to be not less than 1.25 :1 at March 31, 2018 and each quarter-end thereafter; and • removed the TTM recurring revenue covenant. In January 2019, we entered into a Consent and Amendment No. 2 to the Second Restated Credit Agreement (the “Consent and Amendment No. 2”), with Wells Fargo Bank, National Association and Goldman Sachs Specialty Lending Holdings, Inc. Under the terms and conditions of the Consent and Amendment No. 2, the agent and required lenders consented to our acquisition of Payroll Maxx LLC as a “permitted acquisition” and we borrowed a delayed draw term loan in the aggregate amount of $8,000 . The Consent and Amendment No. 2 also amends, among other things, our leverage ratio covenant to increase the maximum ratio to 6.00 :1 at March 31, 2019, June 30, 2019 and September 30, 2019 and then stepping down each quarter-end thereafter through December 31, 2020. As of June 30, 2019 and December 31, 2018, $4,000 and $0 was outstanding and $1,000 and $5,000 , respectively, was available for borrowing under the revolver. As of June 30, 2019 , we were in compliance with all financial covenants and all payments remain current. We expect to be in compliance with our debt agreements and related covenants over the next twelve months. |
CONTRACTS WITH CUSTOMERS AND RE
CONTRACTS WITH CUSTOMERS AND REVENUE CONCENTRATION | 6 Months Ended |
Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Contracts with Customers and Revenue Concentration | CONTRACTS WITH CUSTOMERS AND REVENUE CONCENTRATION Receivables Receivables from contracts with customers, net of allowance for doubtful accounts of $1,116 were $12,776 at June 30, 2019 . Receivables from contracts with customers, net of allowance for doubtful accounts of $1,467 , were $14,291 at December 31, 2018 . Deferred Commissions Deferred commission costs from contracts with customers were $4,246 and $3,675 at June 30, 2019 and December 31, 2018 , respectively and are included in other assets on the accompanying condensed consolidated balance sheet. The amount of amortization recognized for the three and six months ended June 30, 2019 was $471 and $816 , respectively. Deferred Revenue Revenue of $3,328 and $8,188 was recognized during the three and six months ended June 30, 2019 that was included in the deferred revenue balance at the beginning of each period. Transaction Price Allocated to the Remaining Performance Obligations As of June 30, 2019 , approximately $47,279 of revenue is expected to be recognized from remaining performance obligations. We expect to recognize revenue on approximately 63% of these remaining performance obligations over the next 12 months , with the balance recognized thereafter. Revenue Concentration During the three and six months ended June 30, 2019 and June 30, 2018 , there were no customers who individually represented 10% or more of consolidated revenue. |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Leases | LEASES We have entered into eighteen office space lease agreements, which qualify as operating leases under the Topic 842. Under such leases, the lessors receive annual minimum (base) rent. The leases have original terms (excluding extension options) ranging from one to ten years . Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. We record base rent expense under the straight-line method over the term of the lease. In the accompanying condensed consolidated statements of comprehensive loss, rent expense is included in operating expenses under selling, general and administrative expenses. Total straight line rent expense and deprecation of the ROU asset for the three and six months ended June 30, 2019 was $405 and $816 , respectively. As of June 30, 2019, we had lease liabilities of $7,881 , of which $1,631 are classified as other current accrued liabilities, and ROU assets of $7,307 , which are included in other assets on the accompanying condensed consolidated balance sheet. The current and non-current portions of the lease liabilities are included in other accrued liabilities and other liabilities, respectively, on the accompanying condensed consolidated balance sheet. For purposes of calculating the ROU assets and lease liabilities for such leases, extension options are not included in the lease term unless it is reasonably certain we will exercise the option, or the lessor has the sole ability to exercise the option. Our incremental borrowing rate of 9.00% is estimated to approximate our interest rate on a collateralized basis with similar terms and payments, using a portfolio approach. The weighted average remaining lease term of leases with a lease liability as of June 30, 2019 is 6.0 years (excluding extension options). Future minimum commitments over the life of all operating leases, which exclude variable rent payments, are as follows: Total Operating Leases 2019 (remainder) $ 1,191 2020 2,100 2021 1,947 2022 1,417 2023 711 Thereafter 2,977 Total minimum lease payments 10,343 Less imputed interest (2,462 ) Total lease liabilities $ 7,881 |
SHARE BASED COMPENSATION
SHARE BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share Based Compensation | SHARE BASED COMPENSATION We have one active equity plan, the 2018 Incentive Award Plan (the “2018 Plan”). The 2018 Plan, approved by our shareholders, replaced our 2009 Equity Incentive Plan, as amended (the “2009 Plan”), however, the terms and conditions of the 2009 Plan continues to govern any outstanding awards previously granted under the 2009 Plan. The number of shares available for issuance under the 2018 Plan is equal to the sum of (i) 1,350,000 shares, and (ii) any shares subject to issued and outstanding awards under the 2009 Plan as of the effective date of the 2018 Plan that expire, are canceled or otherwise terminate following the effective date of the 2018 Plan. We have 1,502,148 options granted and outstanding and 752,039 shares available for grant pursuant to the 2018 Plan as of June 30, 2019 . In May 2019, our shareholders approved a one-time program to exchange underwater options to purchase shares of our common stock held by eligible employees for a lesser number of restricted stock units under the Asure Software, Inc. 2018 Incentive Award Plan. We have twelve months from May 2019 to implement this one-time program. Share based compensation for our stock option plans for the three months ended June 30, 2019 and June 30, 2018 were $392 and $329 , respectively, and $1,003 and $523 for the six months ended June 30, 2019 and 2018, respectively. We issued 85,000 shares of common stock related to exercises of stock options for the three months ended June 30, 2019 and 24,000 for the three months ended June 30, 2018 , respectively. We issued 8,000 and no shares of common stock related to the issuance of vested restricted stock units for the three months ended June 30, 2019 and 2018, respectively. |
OTHER COMPREHENSIVE LOSS
OTHER COMPREHENSIVE LOSS | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Other Comprehensive Loss | OTHER COMPREHENSIVE LOSS Comprehensive income (loss) represents a measure of all changes in equity that result from recognized transactions and other economic events other than those resulting from investments by and distributions to shareholders. Our other comprehensive income (loss) includes foreign currency translation adjustments. The following table presents the changes in each component of accumulated other comprehensive income (loss), net of tax: Foreign Currency Items Accumulated Other Comprehensive Loss Items Total Accumulated Other Comprehensive Loss Items Beginning balance, December 31, 2018 $ (828 ) $ (78 ) $ (906 ) Foreign currency translation gains (46 ) — (46 ) Unrealized losses on marketable securities — 26 26 Net current-period other comprehensive loss (46 ) 26 (20 ) Ending balance, June 30, 2019 $ (874 ) $ (52 ) $ (926 ) The following table presents the tax benefit (expense) allocated to each component of other comprehensive income (loss): Three Months Ended June 30, 2019 Before Tax Tax Benefit Net of Tax Foreign currency translation adjustments $ (46 ) $ — $ (46 ) Unrealized loss on marketable securities 26 — $ 26 Other comprehensive loss $ (20 ) $ — $ (20 ) |
NET LOSS PER SHARE
NET LOSS PER SHARE | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | NET LOSS PER SHARE We compute net loss per share based on the weighted average number of common shares outstanding for the period. Diluted net loss per share reflects the maximum dilution that would have resulted from incremental common shares issuable upon the exercise of stock options. We compute the number of common share equivalents, which includes stock options, using the treasury stock method. We have excluded stock options to acquire approximately 1,502,000 and 1,394,000 shares for the three and six months ended June 30, 2019 and June 30, 2018 , respectively, from the computation of the dilutive stock options because the effect of including the stock options would have been anti-dilutive. The following table sets forth the computation of basic and diluted net income (loss) per common share for the three months ended June 30, 2019 and June 30, 2018 : Three Months Ended June 30, 2019 Three Months Ended June 30, 2018 Six Months Ended June 30, 2019 Six Months Ended June 30, 2018 Net loss $ (4,967 ) $ (3,768 ) $ (7,861 ) $ (5,693 ) Weighted-average shares of common stock outstanding 15,444,000 12,939,000 15,425,000 12,762,000 Basic and diluted net loss per share $ (0.32 ) $ (0.29 ) $ (0.51 ) $ (0.45 ) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS The Company evaluated subsequent events through the date of the filing of this Quarterly Report on Form 10-Q with the SEC, to ensure that this filing includes appropriate disclosure of events both recognized in the condensed consolidated financial statements as of June 30, 2019 , and events which occurred subsequent to June 30, 2019 but were not recognized in the condensed consolidated financial statements. The Company has determined that there were no subsequent events which required recognition, adjustment to or disclosure in the financial statements. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Use of Estimates | USE OF ESTIMATES Preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are subjective in nature and involve judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at fiscal year end and the reported amounts of revenues and expenses during the reporting period. The more significant estimates made by management include the valuation allowance for the gross deferred tax assets, useful lives of fixed assets, the determination of the fair value of its long-lived assets, and the fair value of assets acquired and liabilities assumed during acquisitions. We base our estimates on historical experience and on various other assumptions management believes reasonable under the given circumstances. These estimates could be materially different under different conditions and assumptions. Additionally, the actual amounts could differ from the estimates made. Management periodically evaluates estimates used in the preparation of the consolidated financial statements for continued reasonableness. We make appropriate adjustments, if any, to the estimates used prospectively based upon such periodic evaluation. |
Recent Accounting Pronouncements | RECENT ACCOUNTING PRONOUNCEMENTS Recently Adopted Standards In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, “Leases (Topic 842)”. The core principle of the standard is that a lessee should recognize the assets and liabilities that arise from leases. A lessee should recognize in its statement of financial position a liability to make lease payments (the lease liability) and a right-of-use ("ROU") asset representing its right to use the underlying asset for the lease term. Additional qualitative and quantitative disclosures are also required. We adopted the standard on January 1, 2019, utilizing the cumulative-effect adjustment transition method, which applies the provisions of the standard at the effective date without adjusting the comparative periods presented. Upon adoption, we did not record an adjustment to our beginning accumulated deficit. In addition, we adopted the following additional practical expedients available for implementation: •An entity need not reassess whether any existing or expired contracts are or contain leases; •An entity need not reassess lease classification for any existing or expired leases; and •An entity need not reassess initial direct costs for any existing leases. We recognized lease liabilities of approximately $8,900 on January 1, 2019. A right-of-use asset of approximately $8,200 was recognized based on the lease liability, adjusted for the reclassification of deferred rent and lease incentive of approximately $680 . The standard did not materially impact our operating results or liquidity upon adoption. The standard has no impact on the timing or classification of our cash flows as reported in the Condensed Consolidated Statement of Cash Flows. Our accounting for finance leases remained substantially unchanged. Disclosures related to this standard are included in Note 7, Leases . In February 2018, the FASB issued ASU No. 2018-02, “Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income”, which provides entities the option to reclassify tax effects stranded in accumulated other comprehensive income as a result of the 2017 Tax Cuts and Jobs Act (“the Tax Act”) to retained earnings. We adopted the standard effective January 1, 2019. The adoption of this accounting standard did not have a material impact on our financial position, results of operations, cash flows, or presentation thereof. Standards Yet To Be Adopted The FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) . The new guidance modifies disclosure requirements related to fair value measurement. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Implementation on a prospective or retrospective basis varies by specific disclosure requirement. Early adoption is permitted. The standard also allows for early adoption of any removed or modified disclosures upon issuance of this ASU while delaying adoption of the additional disclosures until their effective date. We plan to adopt this standard at the effective date and do not expect any material impact from adoption. The FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40). The new guidance reduces complexity for the accounting for costs of implementing a cloud computing service arrangement and aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). For public companies, the amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. Implementation should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The effects of this standard on our financial position, results of operations or cash flows are not expected to be material. |
Leases | LEASES At the commencement date of a lease, we recognize a liability to make lease payments and an asset representing the right to use the underlying asset during the lease term. The lease liability is measured at the present value of lease payments over the lease term. As our leases typically do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date taking into consideration necessary adjustments for collateral, depending on the facts and circumstances of the lessee and the leased asset, and term to match the lease term. The ROU asset is measured at cost, which includes the initial measurement of the lease liability and initial direct costs incurred by the Company and excludes lease incentives. Lease liabilities are recorded in other current liabilities and other non-current liabilities. ROU assets are recorded in other assets, net. Lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Operating lease costs are recognized on a straight-line basis over the lease term. Lease agreements that contain both lease and non-lease components are generally accounted for separately. |
Contingencies | CONTINGENCIES Although we have been, and in the future may be, the defendant or plaintiff in various actions arising in the normal course of business, as of June 30, 2019 , we were not party to any pending legal proceedings. |
INVESTMENTS AND FAIR VALUE ME_2
INVESTMENTS AND FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Available-for-Sale Securities | Investments classified as short-term available-for-sale consisted of the following: Amortized Cost Gross Unrealized Gains (1) Gross Unrealized Losses (1) Aggregate Estimated Fair Value June 30, 2019: Corporate debt securities -Funds Held for Clients (2) $ 4,530 $ 52 $ (26 ) $ 4,556 December 31, 2018: Corporate debt securities -Funds Held for Clients (2) $ 4,334 $ 21 $ (99 ) $ 4,256 (1) Unrealized gains and losses on available-for-sale securities are included as a component of comprehensive loss. At June 30, 2019 and December 31, 2018 , there were 34 and 26 securities, respectively, in an unrealized gain position and there were 29 and 32 securities, respectively, in an unrealized loss position. As of June 30, 2019 and December 31, 2018, these unrealized losses were less than $30 individually and $170 in the aggregate. These securities have not been in a continuous unrealized gain or loss position for more than 12 months. We do not intend to sell these investments and we do not expect to sell these investments before recovery of their amortized cost basis, which may be at maturity. We review our investments to identify and evaluate investments that have an indication of possible other-than-temporary impairment. Factors considered in determining whether a loss is other-than-temporary include the length of time and extent to which fair value has been less than the cost basis, the financial condition and near-term prospects of the investee, and our intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value. (2) At June 30, 2019 and December 31, 2018 , none of these securities were classified as cash and cash equivalents on the accompanying condensed consolidated balance sheet. |
Fair Value Hierarchy for Financial Assets | The following table presents the fair value hierarchy for our financial assets measured at fair value on a recurring basis as of June 30, 2019 and December 31, 2018 , respectively: Fair Value Measure at June 30, 2019 Total Carrying Value at June 30, 2019 Quoted Prices in Active Market (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash equivalents: Money market funds $ 10,973 $ 10,973 $ — $ — Funds held for clients Money market funds 31,616 31,616 — — Short-term available-for-sale securities 4,556 — 4,556 — Total $ 47,145 $ 42,589 $ 4,556 $ — Fair Value Measure at December 31, 2018 Total Carrying Value at December 31, 2019 Quoted Prices in Active Market (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash equivalents: Money market funds $ 8,111 $ 8,111 $ — $ — Funds held for clients Money market funds — — — — Short-term available-for-sale securities 4,256 — 4,256 — Total $ 12,367 $ 8,111 $ 4,256 $ — |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table summarizes the changes in our goodwill: Balance at December 31, 2018 $ 111,387 Goodwill recognized upon acquisition 4,826 Adjustment to goodwill associated with acquisitions (176 ) Foreign exchange adjustment to goodwill (6 ) Balance at June 30, 2019 $ 116,031 |
Schedule of Finite-Lived Intangible Assets | The gross carrying amount and accumulated amortization of our intangible assets as of June 30, 2019 and December 31, 2018 are as follows: June 30, 2019 Intangible Assets Weighted Average Amortization Period (in Years) Gross Accumulated Amortization Net Developed Technology 6.0 $ 14,800 $ (8,291 ) $ 6,509 Customer Relationships 8.8 90,147 (25,423 ) 64,724 Reseller Relationships 7.0 853 (853 ) 0 Trade Names 12.0 5,315 (1,458 ) 3,857 Noncompete Agreements 5.2 1,032 (596 ) 436 8.5 $ 112,147 $ (36,621 ) $ 75,526 December 31, 2018 Intangible Assets Weighted Average Amortization Period (in Years) Gross Accumulated Amortization Net Developed Technology 6.0 $ 14,805 $ (7,065 ) $ 7,740 Customer Relationships 8.5 85,094 (20,601 ) 64,493 Reseller Relationships 7.0 853 (853 ) — Trade Names 12.2 5,187 (1,241 ) 3,946 Noncompete Agreements 5.2 1,032 (451 ) 581 8.3 $ 106,971 $ (30,211 ) $ 76,760 |
Schedule of Future Estimated Amortization Expense | The following table summarizes the future estimated amortization expense relating to our intangible assets as of June 30, 2019 : Calendar Years 2019 (July to December) $ 5,919 2020 11,491 2021 11,000 2022 10,370 2023 9,148 2024 8,827 Thereafter 18,771 $ 75,526 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following table summarizes our outstanding debt as of the dates indicated: Maturity Stated Interest Rate Balance as of June 30, 2019 Balance as of December 31, 2018 Subordinated Notes Payable- acquisitions 10/1/2019 – 7/1/2021 2.00% - 3.00% $ 8,719 $ 10,964 Term Loan – Wells Fargo Syndicate Partner 5/25/2022 10.74 % 55,824 52,106 Term Loan - Wells Fargo 5/25/2022 5.74 % 55,824 52,106 Total Notes Payable 120,367 115,176 Short-term notes payable 5,049 5,864 Long-term notes payable $ 115,318 $ 109,312 |
Schedule of Debt And Debt Issuance Costs | The following table summarizes the debt issuance costs as of the dates indicated: Notes Payable Gross Notes Payable at June 30, 2019 Debt Issuance Costs and Debt Discount Net Notes Payable at June 30, 2019 Notes payable, current portion $ 5,049 $ (1,223 ) $ 3,826 Notes payable, net of current portion 115,318 (2,476 ) 112,842 Total Notes Payable $ 120,367 $ (3,699 ) $ 116,668 Notes Payable Gross Notes Payable at December 31, 2018 Debt Issuance Costs and Debt Discount Net Notes Payable at December 31, 2018 Notes payable, current portion $ 5,864 $ (1,131 ) $ 4,733 Notes payable, net of current portion 109,312 (2,083 ) 107,229 Total Notes Payable $ 115,176 $ (3,214 ) $ 111,962 |
Schedule of Maturities of Long-term Debt | The following table summarizes the future principal payments related to our outstanding debt as of June 30, 2019 : Year Ended Gross Amount December 31, 2019 (July to December) $ 1,317 December 31, 2020 5,232 December 31, 2021 10,081 December 31, 2022 103,737 Gross Notes Payable $ 120,367 |
Schedule of Long-term Debt Instruments | The Second Restated Credit Agreement amends the applicable margin rates for determining the interest rate payable on the loans as follows: Leverage Ratio First Out Revolver Base Rate Margin First Out Revolver LIBOR Rate Margin First Out TL Base Rate Margin First Out TL LIBOR Rate Margin Last Out Base Rate Margin Last Out LIBOR Rate Margin ≤ 3.25:1 4.25 percentage points 5.25 percentage points 1.75 percentage points 2.75 percentage points 6.75 percentage points 7.75 percentage points > 3.25:1 4.75 percentage points 5.75 percentage points 2.25 percentage points 3.25 percentage points 7.25 percentage points 8.25 percentage points |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Future minimum commitments of operating leases | Future minimum commitments over the life of all operating leases, which exclude variable rent payments, are as follows: Total Operating Leases 2019 (remainder) $ 1,191 2020 2,100 2021 1,947 2022 1,417 2023 711 Thereafter 2,977 Total minimum lease payments 10,343 Less imputed interest (2,462 ) Total lease liabilities $ 7,881 |
OTHER COMPREHENSIVE LOSS (Table
OTHER COMPREHENSIVE LOSS (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table presents the changes in each component of accumulated other comprehensive income (loss), net of tax: Foreign Currency Items Accumulated Other Comprehensive Loss Items Total Accumulated Other Comprehensive Loss Items Beginning balance, December 31, 2018 $ (828 ) $ (78 ) $ (906 ) Foreign currency translation gains (46 ) — (46 ) Unrealized losses on marketable securities — 26 26 Net current-period other comprehensive loss (46 ) 26 (20 ) Ending balance, June 30, 2019 $ (874 ) $ (52 ) $ (926 ) |
Schedule of Comprehensive Income (Loss) | The following table presents the tax benefit (expense) allocated to each component of other comprehensive income (loss): Three Months Ended June 30, 2019 Before Tax Tax Benefit Net of Tax Foreign currency translation adjustments $ (46 ) $ — $ (46 ) Unrealized loss on marketable securities 26 — $ 26 Other comprehensive loss $ (20 ) $ — $ (20 ) |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Income (Loss) per Share | The following table sets forth the computation of basic and diluted net income (loss) per common share for the three months ended June 30, 2019 and June 30, 2018 : Three Months Ended June 30, 2019 Three Months Ended June 30, 2018 Six Months Ended June 30, 2019 Six Months Ended June 30, 2018 Net loss $ (4,967 ) $ (3,768 ) $ (7,861 ) $ (5,693 ) Weighted-average shares of common stock outstanding 15,444,000 12,939,000 15,425,000 12,762,000 Basic and diluted net loss per share $ (0.32 ) $ (0.29 ) $ (0.51 ) $ (0.45 ) |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Jan. 01, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Lease liabilities | $ 7,881 | |
Right-of-use asset | $ 7,307 | |
Accounting Standards Update 2016-02 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Lease liabilities | $ 8,900 | |
Right-of-use asset | 8,200 | |
Reclassification of deferred rent and lease incentive | $ 680 |
INVESTMENTS AND FAIR VALUE ME_3
INVESTMENTS AND FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Funds Held for Clients | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | $ 4,556 | $ 4,256 |
Money market funds | 31,616 | 0 |
Cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | $ 10,973 | $ 8,111 |
INVESTMENTS AND FAIR VALUE ME_4
INVESTMENTS AND FAIR VALUE MEASUREMENTS - Schedule of Available-for-sale Securities (Details) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019USD ($)security | Dec. 31, 2018USD ($)security | |
Debt Securities, Available-for-sale [Line Items] | ||
Available-for-sale securities in unrealized gain positions | security | 34 | 26 |
Available-for-sales securities in unrealized loss positions | security | 29 | 32 |
Unrealized losses | $ 170 | $ 170 |
Unrealized losses individually | ||
Debt Securities, Available-for-sale [Line Items] | ||
Unrealized losses | 30 | 30 |
Corporate debt securities - Funds Held for Clients | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 4,530 | 4,334 |
Gross Unrealized Gains | 52 | 21 |
Gross Unrealized Losses | (26) | (99) |
Aggregate Estimated Fair Value | $ 4,556 | $ 4,256 |
INVESTMENTS AND FAIR VALUE ME_5
INVESTMENTS AND FAIR VALUE MEASUREMENTS - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Assets: | ||
Total | $ 47,145 | $ 12,367 |
Quoted Prices in Active Market (Level 1) | ||
Assets: | ||
Total | 42,589 | 8,111 |
Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Total | 4,556 | 4,256 |
Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Total | 0 | 0 |
Fair Value, Measurements, Recurring | Money market funds | ||
Assets: | ||
Cash equivalents | 10,973 | 8,111 |
Fair Value, Measurements, Recurring | Money market funds | Quoted Prices in Active Market (Level 1) | ||
Assets: | ||
Cash equivalents | 10,973 | 8,111 |
Fair Value, Measurements, Recurring | Money market funds | Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Fair Value, Measurements, Recurring | Money market funds | Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Money market funds | Fair Value, Measurements, Recurring | ||
Assets: | ||
Funds held for clients | 31,616 | 0 |
Money market funds | Fair Value, Measurements, Recurring | Quoted Prices in Active Market (Level 1) | ||
Assets: | ||
Funds held for clients | 31,616 | 0 |
Money market funds | Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Funds held for clients | 0 | 0 |
Money market funds | Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Funds held for clients | 0 | 0 |
Short-term available-for-sale securities | Fair Value, Measurements, Recurring | ||
Assets: | ||
Funds held for clients | 4,556 | 4,256 |
Short-term available-for-sale securities | Fair Value, Measurements, Recurring | Quoted Prices in Active Market (Level 1) | ||
Assets: | ||
Funds held for clients | 0 | 0 |
Short-term available-for-sale securities | Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Funds held for clients | 4,556 | 4,256 |
Short-term available-for-sale securities | Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Funds held for clients | $ 0 | $ 0 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill beginning balance | $ 111,387 |
Goodwill recognized upon acquisition | 4,826 |
Adjustment to goodwill associated with acquisitions | (176) |
Foreign exchange adjustment to goodwill | (6) |
Goodwill ending balance | $ 116,031 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Goodwill impairment | $ 0 | $ 0 | |||
Amortization of intangible assets | $ 2,761,000 | $ 1,994,000 | 5,543,000 | $ 3,591,000 | |
Cost of sales amortization expenses | $ 437,000 | $ 437,000 | $ 874,000 | $ 734,000 |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (in Years) | 8 years 6 months | 8 years 3 months 18 days |
Gross | $ 112,147 | $ 106,971 |
Accumulated Amortization | (36,621) | (30,211) |
Total | $ 75,526 | $ 76,760 |
Developed Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (in Years) | 6 years | 6 years |
Gross | $ 14,800 | $ 14,805 |
Accumulated Amortization | (8,291) | (7,065) |
Total | $ 6,509 | $ 7,740 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (in Years) | 8 years 9 months | 8 years 6 months |
Gross | $ 90,147 | $ 85,094 |
Accumulated Amortization | (25,423) | (20,601) |
Total | $ 64,724 | $ 64,493 |
Reseller Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (in Years) | 7 years | 7 years |
Gross | $ 853 | $ 853 |
Accumulated Amortization | (853) | (853) |
Total | $ 0 | $ 0 |
Trade Names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (in Years) | 12 years | 12 years 2 months 12 days |
Gross | $ 5,315 | $ 5,187 |
Accumulated Amortization | (1,458) | (1,241) |
Total | $ 3,857 | $ 3,946 |
Noncompete Agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (in Years) | 5 years 2 months | 5 years 2 months 12 days |
Gross | $ 1,032 | $ 1,032 |
Accumulated Amortization | (596) | (451) |
Total | $ 436 | $ 581 |
GOODWILL AND OTHER INTANGIBLE_6
GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Expected Amortization Expense (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2019 (July to December) | $ 5,919 | |
2020 | 11,491 | |
2021 | 11,000 | |
2022 | 10,370 | |
2023 | 9,148 | |
2024 | 8,827 | |
Thereafter | 18,771 | |
Total | $ 75,526 | $ 76,760 |
NOTES PAYABLE - Schedule of Deb
NOTES PAYABLE - Schedule of Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Total notes payable | $ 120,367 | $ 115,176 |
Short-term notes payable | 5,049 | 5,864 |
Long-term notes payable | 115,318 | 109,312 |
Subordinated Notes Payable- acquisitions | ||
Debt Instrument [Line Items] | ||
Total notes payable | $ 8,719 | 10,964 |
Subordinated Notes Payable- acquisitions | Minimum | ||
Debt Instrument [Line Items] | ||
Stated Interest Rate | 2.00% | |
Subordinated Notes Payable- acquisitions | Maximum | ||
Debt Instrument [Line Items] | ||
Stated Interest Rate | 3.00% | |
Notes Payable to Banks | ||
Debt Instrument [Line Items] | ||
Total notes payable | $ 120,367 | 115,176 |
Short-term notes payable | 5,049 | 5,864 |
Long-term notes payable | $ 115,318 | 109,312 |
Notes Payable to Banks | Term Loan – Wells Fargo Syndicate Partner | ||
Debt Instrument [Line Items] | ||
Stated Interest Rate | 10.74% | |
Total notes payable | $ 55,824 | 52,106 |
Notes Payable to Banks | Term Loan - Wells Fargo | ||
Debt Instrument [Line Items] | ||
Stated Interest Rate | 5.74% | |
Total notes payable | $ 55,824 | $ 52,106 |
NOTES PAYABLE - Schedule of D_2
NOTES PAYABLE - Schedule of Debt And Debt Issuance Costs (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
Notes payable, current portion | $ 5,049 | $ 5,864 |
Debt issuance costs and debt discount current portion | (1,223) | (1,131) |
Net notes payable, current portion | 3,826 | 4,733 |
Notes payable, net of current portion | 115,318 | 109,312 |
Debt issuance costs and debt discount net of current portion | (2,476) | (2,083) |
Notes payable, net of current portion | 112,842 | 107,229 |
Total notes payable | 120,367 | 115,176 |
Total debt issuance costs and debt discount | (3,699) | (3,214) |
Total notes payable | $ 116,668 | $ 111,962 |
NOTES PAYABLE - Schedule of Mat
NOTES PAYABLE - Schedule of Maturities of Long-term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Long-term Debt, Fiscal Year Maturity [Abstract] | ||
December 31, 2019 (July to December) | $ 1,317 | |
December 31, 2020 | 5,232 | |
December 31, 2021 | 10,081 | |
December 31, 2022 | 103,737 | |
Total notes payable | $ 120,367 | $ 115,176 |
NOTES PAYABLE - Narrative (Deta
NOTES PAYABLE - Narrative (Details) | 1 Months Ended | |||
Jan. 31, 2019USD ($) | Mar. 31, 2018USD ($) | Jun. 30, 2019USD ($) | Dec. 31, 2018USD ($) | |
Notes Payable (Details) [Line Items] | ||||
Long-term line of credit | $ 4,000,000 | $ 0 | ||
Remaining borrowing capacity | $ 1,000,000 | $ 5,000,000 | ||
Periodic Payment One | ||||
Notes Payable (Details) [Line Items] | ||||
Periodic payment | $ 263,000 | |||
Periodic payment, additional fee | 0.25% | |||
Periodic Payment Two | ||||
Notes Payable (Details) [Line Items] | ||||
Periodic payment | $ 656,000 | |||
Periodic payment, additional fee | 0.625% | |||
Periodic Payment Three | ||||
Notes Payable (Details) [Line Items] | ||||
Periodic payment | $ 1,313,000 | |||
Periodic payment, additional fee | 1.25% | |||
Revolving Credit Facility | Leverage Ratio Period One | Second Restated Credit Agreement | ||||
Notes Payable (Details) [Line Items] | ||||
Fixed charge coverage ratio, not less than | 1.25 | |||
Revolving Credit Facility | Leverage Ratio Period Two | Consent And Amendment No. 2 | ||||
Notes Payable (Details) [Line Items] | ||||
Leverage ratio | 6 | |||
Revolving Credit Facility | Revolving Credit Facility | Second Restated Credit Agreement | ||||
Notes Payable (Details) [Line Items] | ||||
Maximum borrowing capacity | $ 175,000,000 | |||
Accordion feature | 40,000,000 | |||
Revolving Credit Facility | Revolving Credit Facility | Consent And Amendment No. 2 | ||||
Notes Payable (Details) [Line Items] | ||||
Maximum borrowing capacity | $ 8,000,000 | |||
Revolving Credit Facility | Medium-term Notes | Second Restated Credit Agreement | ||||
Notes Payable (Details) [Line Items] | ||||
Maximum borrowing capacity | 105,000,000 | |||
Revolving Credit Facility | Medium-term Notes | Second Restated Credit Agreement Delayed Draw Term Loan | ||||
Notes Payable (Details) [Line Items] | ||||
Maximum borrowing capacity | 25,000,000 | |||
Revolving Credit Facility | Line of Credit | Second Restated Credit Agreement | ||||
Notes Payable (Details) [Line Items] | ||||
Maximum borrowing capacity | $ 5,000,000 |
NOTES PAYABLE - Schedule of App
NOTES PAYABLE - Schedule of Applicable Margin Rates (Details) - Amendment Credit Agreement with Wells Fargo Bank, N.A. | 1 Months Ended |
Mar. 31, 2018 | |
First Out Revolver Base Rate Margin | Less Than 3.25:1 | |
Debt Instrument [Line Items] | |
Debt instrument ratios | 4.25% |
First Out Revolver Base Rate Margin | More Than 3.25:1 | |
Debt Instrument [Line Items] | |
Debt instrument ratios | 4.75% |
First Out Revolver LIBOR Rate Margin | Less Than 3.25:1 | |
Debt Instrument [Line Items] | |
Debt instrument ratios | 5.25% |
First Out Revolver LIBOR Rate Margin | More Than 3.25:1 | |
Debt Instrument [Line Items] | |
Debt instrument ratios | 5.75% |
First Out TL Base Rate Margin | Less Than 3.25:1 | |
Debt Instrument [Line Items] | |
Debt instrument ratios | 1.75% |
First Out TL Base Rate Margin | More Than 3.25:1 | |
Debt Instrument [Line Items] | |
Debt instrument ratios | 2.25% |
First Out TL LIBOR Rate Margin | Less Than 3.25:1 | |
Debt Instrument [Line Items] | |
Debt instrument ratios | 2.75% |
First Out TL LIBOR Rate Margin | More Than 3.25:1 | |
Debt Instrument [Line Items] | |
Debt instrument ratios | 3.25% |
Last Out Base Rate Margin | Less Than 3.25:1 | |
Debt Instrument [Line Items] | |
Debt instrument ratios | 6.75% |
Last Out Base Rate Margin | More Than 3.25:1 | |
Debt Instrument [Line Items] | |
Debt instrument ratios | 7.25% |
Last Out LIBOR Rate Margin | Less Than 3.25:1 | |
Debt Instrument [Line Items] | |
Debt instrument ratios | 7.75% |
Last Out LIBOR Rate Margin | More Than 3.25:1 | |
Debt Instrument [Line Items] | |
Debt instrument ratios | 8.25% |
CONTRACTS WITH CUSTOMERS AND _2
CONTRACTS WITH CUSTOMERS AND REVENUE CONCENTRATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |||
Allowance for doubtful accounts | $ 1,116 | $ 1,116 | $ 1,467 |
Receivables from contracts with customers, net of allowance for doubtful accounts | 12,776 | 12,776 | 14,291 |
Deferred sales commission | 4,246 | 4,246 | $ 3,675 |
Amortization of deferred sales commissions | 471 | 816 | |
Deferred revenue | 3,328 | 8,188 | |
Expected remaining performance obligation revenue | $ 47,279 | $ 47,279 | |
Expected remaining performance obligation revenue in percentage | 63.00% | 63.00% | |
Expected timing of satisfaction period | 12 months | 12 months |
LEASES - Narrative (Details)
LEASES - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019USD ($)agreement | Jun. 30, 2019USD ($)agreement | |
Lessee, Lease, Description [Line Items] | ||
Office space lease agreements | agreement | 18 | 18 |
Operating rent expense | $ 405 | $ 816 |
Lease liabilities | 7,881 | 7,881 |
Current operating lease liability | 1,631 | 1,631 |
Right-of-use asset | $ 7,307 | $ 7,307 |
Incremental borrowing rate | 9.00% | 9.00% |
Weighted average remaining lease term for operating lease | 6 years | 6 years |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease, term of contract | 1 year | 1 year |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease, term of contract | 10 years | 10 years |
LEASES - Future minimum commitm
LEASES - Future minimum commitments of operating leases (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Leases [Abstract] | |
2019 (remainder) | $ 1,191 |
2020 | 2,100 |
2021 | 1,947 |
2022 | 1,417 |
2023 | 711 |
Thereafter | 2,977 |
Total minimum lease payments | 10,343 |
Less imputed interest | (2,462) |
Total lease liabilities | $ 7,881 |
SHARE BASED COMPENSATION (Detai
SHARE BASED COMPENSATION (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||
Shares available for issuance (in shares) | 1,350,000 | 1,350,000 | ||
Options granted and outstanding (in shares) | 1,502,148 | 1,502,148 | ||
Shares available for grant (in shares) | 752,039 | 752,039 | ||
Share-based compensation | $ 392,000 | $ 329,000 | $ 1,003,000 | $ 523,000 |
Stock issued upon option exercise (in shares) | 85,000 | 24,000 | ||
Stock issued upon vesting of restricted stock units (in shares) | $ 8,000 | $ 0 |
OTHER COMPREHENSIVE LOSS - Sche
OTHER COMPREHENSIVE LOSS - Schedule of accumulated other comprehensive income (loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning balance | $ 101,057 | $ 102,518 |
Net current-period other comprehensive loss | (20) | (20) |
Ending balance | 96,917 | 96,917 |
Foreign currency translation gains | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning balance | (828) | |
Net current-period other comprehensive loss | (46) | (46) |
Ending balance | (874) | (874) |
Unrealized losses on marketable securities | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning balance | (78) | |
Net current-period other comprehensive loss | 26 | 26 |
Ending balance | (52) | (52) |
Total Accumulated Other Comprehensive Loss Items | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning balance | (639) | (906) |
Ending balance | $ (926) | $ (926) |
OTHER COMPREHENSIVE LOSS - Comp
OTHER COMPREHENSIVE LOSS - Comprehensive income (loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Before Tax | $ (20) | |
Tax Benefit | 0 | |
Net of Tax | (20) | $ (20) |
Foreign currency translation adjustments | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Before Tax | (46) | |
Tax Benefit | 0 | |
Net of Tax | (46) | (46) |
Unrealized loss on marketable securities | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Before Tax | 26 | |
Tax Benefit | 0 | |
Net of Tax | $ 26 | $ 26 |
NET LOSS PER SHARE - Narrative
NET LOSS PER SHARE - Narrative (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Earnings Per Share [Abstract] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,502 | 1,394 | 1,502 | 1,394 |
NET LOSS PER SHARE - Components
NET LOSS PER SHARE - Components of earnings per share, basic and diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Earnings Per Share [Abstract] | ||||||
Net loss | $ (4,967) | $ (2,894) | $ (3,768) | $ (1,925) | $ (7,861) | $ (5,693) |
Weighted-average shares of common stock outstanding (in shares) | 15,444 | 12,939 | 15,425 | 12,762 | ||
Basic and diluted net loss per share (in dollars per share) | $ (0.32) | $ (0.29) | $ (0.51) | $ (0.45) |