Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 13, 2015 | |
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 | 6,289,646 | |
Amendment Flag | false | |
Entity Central Index Key | 884,144 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Well-known Seasoned Issuer | No | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 122 | $ 320 |
Accounts receivable, net of allowance for doubtful accounts of $128 and $120 at September 30, 2015 and December 31, 2014, respectively | 4,248 | 5,295 |
Inventory | 700 | 170 |
Prepaid expenses and other current assets | 1,556 | 1,303 |
Total current assets | 6,626 | 7,088 |
Property and equipment, net | 2,326 | 1,539 |
Goodwill | 17,438 | 17,500 |
Intangible assets, net | 6,485 | 8,322 |
Other assets | 766 | 19 |
Total assets | 33,641 | 34,468 |
Current liabilities: | ||
Current portion of notes payable | 938 | 750 |
Accounts payable | 2,092 | 1,533 |
Accrued compensation and benefits | 460 | 350 |
Other accrued liabilities | 1,318 | 1,128 |
Deferred revenue | 10,125 | 10,641 |
Total current liabilities | 14,933 | 14,402 |
Long-term liabilities: | ||
Deferred revenue | 769 | 475 |
Notes payable | 12,938 | 14,381 |
Other liabilities | 579 | 739 |
Total long-term liabilities | 14,286 | 15,595 |
Stockholders’ equity: | ||
Preferred stock, $.01 par value; 1,500 shares authorized; none issued or outstanding | 0 | 0 |
Common stock, $.01 par value; 11,000 shares authorized; 6,674 and 6,434 shares issued, 6,290 and 6,050 shares outstanding at September 30, 2015 and December 31, 2014, respectively | 67 | 64 |
Treasury stock at cost, 384 shares at September 30, 2015 and December 31, 2014 | (5,017) | (5,017) |
Additional paid-in capital | 279,574 | 278,656 |
Accumulated deficit | (270,108) | (269,146) |
Accumulated other comprehensive loss | (94) | (86) |
Total stockholders’ equity | 4,422 | 4,471 |
Total liabilities and stockholders’ equity | $ 33,641 | $ 34,468 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parentheticals) - USD ($) shares in Thousands, $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Allowance for doubtful accounts (in Dollars) | $ 128 | $ 120 |
Preferred stock par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 1,500 | 1,500 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 11,000 | 11,000 |
Common stock, shares issued | 6,674 | 6,434 |
Common stock, shares outstanding | 6,290 | 6,050 |
Treasury stock, shares | 384 | 384 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenues | $ 6,654 | $ 7,030 | $ 20,145 | $ 20,105 |
Cost of sales | 1,750 | 1,595 | 5,281 | 4,526 |
Gross margin | 4,904 | 5,435 | 14,864 | 15,579 |
Operating expenses | ||||
Selling, general and administrative | 3,866 | 3,553 | 10,926 | 10,410 |
Research and development | 786 | 868 | 2,267 | 2,444 |
Amortization of intangible assets | 505 | 494 | 1,514 | 1,488 |
Total operating expenses | 5,157 | 4,915 | 14,707 | 14,342 |
Income (loss) from operations | (253) | 520 | 157 | 1,237 |
Other income (loss) | ||||
Loss on lease termination | 0 | 0 | (110) | 0 |
Gain on settlement of note payable and litigation | 0 | 0 | 0 | 1,034 |
Loss on debt refinancing | (4) | 0 | (4) | (1,402) |
Foreign currency translation gain (loss) | (5) | 2 | (13) | (10) |
Interest expense and other | (266) | (288) | (828) | (1,009) |
Interest expense- amortization of original issue discount (OID) | (3) | (10) | (19) | (64) |
Total other loss, net | (278) | (296) | (974) | (1,451) |
Income (loss) from operations before income taxes | (531) | 224 | (817) | (214) |
Income tax provision | (43) | (63) | (145) | (140) |
Net income (loss) | (574) | 161 | (962) | (354) |
Other comprehensive income (loss): | ||||
Foreign currency gain (loss) | 27 | 14 | (8) | (4) |
Other comprehensive income (loss) | $ (547) | $ 175 | $ (970) | $ (358) |
Basic and diluted net income (loss) per share | ||||
Basic (in Dollars per share) | $ (0.09) | $ 0.03 | $ (0.16) | $ (0.06) |
Diluted (in Dollars per share) | $ (0.09) | $ 0.03 | $ (0.16) | $ (0.06) |
Weighted average basic and diluted shares | ||||
Basic (in Shares) | 6,290,000 | 6,008,000 | 6,138,000 | 5,986,000 |
Diluted (in Shares) | 6,290,000 | 6,284,000 | 6,138,000 | 5,986,000 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (962) | $ (354) |
Adjustments to reconcile net loss to net cash provided by operations: | ||
Depreciation and amortization | 2,324 | 2,060 |
Provision for doubtful accounts | 70 | 20 |
Share-based compensation | 335 | 131 |
Gain on settlement of note payable and litigation | 0 | (1,034) |
Loss on debt refinancing | 4 | 1,402 |
Other | 28 | 64 |
Changes in operating assets and liabilities: | ||
Restricted cash | 0 | 400 |
Accounts receivable | 977 | 182 |
Inventory | (530) | (241) |
Prepaid expenses and other assets | (927) | (122) |
Accounts payable | 542 | 28 |
Accrued expenses and other long-term obligations | 354 | 150 |
Deferred revenue | (222) | (1,015) |
Net cash provided by operating activities | 1,993 | 1,671 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisitions net of cash acquired | 0 | (3,111) |
Purchases of property and equipment | (1,290) | (385) |
Disposals of property and equipment | 18 | 38 |
Collection/(Issuance) of note receivable | 0 | 9 |
Net cash used in investing activities | (1,272) | (3,449) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from notes payable | 4,250 | 18,179 |
Payments on notes payable | (5,527) | (17,723) |
Payments on amendment of senior notes payable | (75) | (704) |
Debt financing fees | 0 | (565) |
Payments on capital leases | (147) | (104) |
Insurance proceeds for settlement of notes payable dispute, net of expenses | 0 | 373 |
Net proceeds from exercise of stock options | 585 | 24 |
Net cash used in financing activities | (914) | (520) |
Effect of foreign exchange rates | (5) | (3) |
Net decrease in cash and cash equivalents | (198) | (2,301) |
Cash and cash equivalents at beginning of period | 320 | 3,938 |
Cash and cash equivalents at end of period | 122 | 1,637 |
Cash paid for: | ||
Interest | 597 | 937 |
Non-cash Investing and Financing Activities: | ||
Note receivable from customer | 601 | 0 |
Accrued contingent consideration upon acquisition | 0 | 327 |
Conversion of subordinated convertible notes payable to equity | 0 | 249 |
Accrued purchases of property and equipment | $ 17 | $ 0 |
NOTE 1 - THE COMPANY AND BASIS
NOTE 1 - THE COMPANY AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure Text Block [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | NOTE 1 – THE COMPANY AND BASIS OF PRESENTATION Asure Software, Inc., a Delaware corporation, is a provider of cloud-based software-as-a-service (“SaaS”) time and labor management and workspace management solutions that enable organizations to manage their office environments as well as their human resource and payroll processes effectively and efficiently. Asure develops, markets, sells and supports its offerings worldwide through its principal office in Austin, Texas and through additional offices in Dedham, Massachusetts; Traverse City, Michigan and London, 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 for complete financial statements. 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 September 30, 2015 and December 31, 2014, the results of operations for the three and nine months ended September 30, 2015 and 2014, and the cash flows for the nine months ended September 30, 2015 and 2014. You should read these condensed consolidated financial statements 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, 2014. The results for the interim periods are not necessarily indicative of results for a full fiscal year. |
NOTE 2 - SIGNIFICANT ACCOUNTING
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES CASH AND CASH EQUIVALENTS Cash and cash equivalents include cash deposits and highly liquid investments with an original maturity of three months or less when purchased. LIQUIDITY As of September 30, 2015, Asure’s principal sources of liquidity consisted of approximately $122 of cash and cash equivalents and future cash generated from operations. We believe that we have and/or will generate sufficient cash for our short- and long-term needs, including meeting the requirements of our term loan, and the related debt covenant requirements. We continue to seek reductions in our expenses as a percentage of revenue on an annual basis and thus may utilize our cash balances in the short-term to reduce long-term costs. Based on current internal projections, we believe that we have and/or will generate sufficient cash for our operational needs, including any required debt payments, for at least the next twelve months. Management is focused on growing our existing product offering, as well as our customer base, to increase our recurring revenues. We are also exploring additional strategic acquisitions in the near future, although we have no agreements to make any acquisition at this time. We expect to fund any future acquisitions with equity, available cash, future cash from operations, or debt from outside sources. We cannot assure that we can grow our cash balances or limit our cash consumption and thus maintain sufficient cash balances for our planned operations or future acquisitions. Future business demands may lead to cash utilization at levels greater than recently experienced. We may need to raise additional capital in the future. However, we cannot assure that we will be able to raise additional capital on acceptable terms, or at all. Subject to the foregoing, management believes that we have sufficient capital and liquidity to fund and cultivate the growth of our current and future operations for at least the next 12 months and to maintain compliance with the terms of our debt agreements and related covenants or to obtain compliance through debt repayments made with the available cash on hand or anticipated for receipt in the ordinary course of operations. RECENT ACCOUNTING PRONOUNCEMENTS In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Accounting Standards Codification “ASC” Topic 606). The purpose of this ASU is to converge revenue recognition requirements per GAAP and International Financial Reporting Standards (IFRS). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments in this ASU are effective for interim and annual reporting periods beginning after December 15, 2016, with early adoption not permitted by the FASB; however, in August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date after public comment respondents supported a proposal to delay the effective date of this ASU to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. We are currently evaluating the impact of this ASU on its consolidated financial position, results of operations and cash flows. In April 2015, the FASB issued ASU No. 2015-03, "Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs ("ASU 2015-03"). ASU 2015-03 requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. Prior to the issuance of the standard, debt issuance costs were required to be presented in the balance sheet as an asset. The Company is currently assessing the impact that adopting this new accounting guidance will have on its consolidated financial statements and footnote disclosures. ASU 2015-03 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. Accordingly, the standard is effective for the Company on January 1, 2016. In July 2015, the FASB issued ASU 2015-11, “ In September 2015, the FASB issued ASU 2015-16, “Business Combinations: Simplifying the Accounting for Measurement-Period Adjustments,” which requires acquirers to recognize adjustments to provisional amounts identified during the reporting period in which the adjustment amounts are determined. Acquirers should record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. Application of the standard, which should be applied prospectively, is required for the annual and interim periods beginning after December 15, 2015. We early adopted this ASU. The adoption did not have a material impact on our results of operations or financial position. CONTINGENCIES In February 2014, we reached an agreement to settle all claims and dismiss all pending litigation with PeopleCube Holding B.V. and Meeting Maker Holding B.V., the sellers of the capital stock of Meeting Maker – United States, Inc. (dba PeopleCube) that we purchased in July 2012. Under the settlement agreement, the parties agreed to dismiss the litigation and we settled the remaining balance due by us of $2,460 on the Subordinated Notes Payable: PeopleCube Acquisition Note for $1,700. Separately, our insurance carrier agreed to pay us $500 in conjunction with the settlement. With the insurance proceeds and after offsetting any related litigation and other settlement costs incurred in 2014 of $226, we recorded a net gain of $1,034 on the settlement in the first quarter of 2014. We paid this note in full in the first quarter of 2014. Finally, as part of the original purchase price in the Meeting Maker acquisition, we issued 255,000 shares of our common stock subject to a lockup that expired as to 125,000 shares in June 2013 and 130,000 shares in June 2014. This settlement also removed the lockup for the remaining 130,000 shares. Although Asure has been, and in the future may be, the defendant or plaintiff in various actions arising in the normal course of business, as of September 30, 2015, we were not party to any pending legal proceedings. |
NOTE 3 - FAIR VALUE MEASUREMENT
NOTE 3 - FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | NOTE 3 – FAIR VALUE MEASUREMENTS Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures 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 Level 2: Quoted prices in active markets for similar 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 September 30, 2015 and December 31, 2014, respectively: Fair Value Measure at September 30, 2015 Total Quoted Significant Carrying Prices Other Significant Value at in Active Observable Unobservable September 30, Market Inputs Inputs Description 2015 (Level 1) (Level 2) (Level 3) Assets: Cash and cash equivalents $ 122 $ 122 $ - $ - Total $ 122 $ 122 $ - $ - Liabilities: Contingent consideration 262 $ - $ - $ 262 Total $ 262 $ - $ - $ 262 Fair Value Measure at December 31, 2014 Total Quoted Significant Carrying Prices Other Significant Value at in Active Observable Unobservable December 31, Market Inputs Inputs Description 2014 (Level 1) (Level 2) (Level 3) Assets: Cash and cash equivalents $ 320 $ 320 $ - $ - Total $ 320 $ 320 $ - $ - Liabilities: Contingent consideration 327 $ - $ - $ 327 Total $ 327 $ - $ - $ 327 The following summarizes quantitative information about our Level 3 fair value measurements. Contingent consideration In connection with the acquisition of FotoPunch, Inc. (“FotoPunch”) in July 2014, we recorded contingent consideration based upon the expected achievement of certain milestone goals. We will record any changes to the fair value of contingent consideration due to changes in assumptions used in preparing the valuation model in selling, general and administrative expenses in the Consolidated Statement of Comprehensive Loss. The balance at September 30, 2015 was $262, adjusted from the original amount of $327 after the valuation was finalized in the first quarter of 2015. Contingent consideration is valued using a multi-scenario discounted cash flow method. The assumptions used in preparing the discounted cash flow method include estimates for outcomes if milestone goals are achieved and the probability of achieving each outcome. Management estimates probabilities and then applies them to management’s conservative case forecast, most likely case forecast and optimistic case forecast with the various scenarios. Significant changes in any of the unobservable inputs used in the fair value measurement of contingent consideration in isolation could result in a significantly lower or higher fair value. A change in projected revenue growth rates would be accompanied by a directionally similar change in fair value. Management evaluates the fair value on a quarterly basis based upon updated projections. There has been no change to the fair value as of September 30, 2015. |
NOTE 4 - ACQUISITIONS
NOTE 4 - ACQUISITIONS | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure Text Block Supplement [Abstract] | |
Mergers, Acquisitions and Dispositions Disclosures [Text Block] | NOTE 4 – ACQUISITIONS 2014 Acquisitions In July 2014, Asure acquired all of the issued and outstanding shares of common stock (the “Shares”) of FotoPunch, a Delaware corporation, a cloud-based time and labor solution provider whose photo-based time clock technology transforms any mobile device into a biometric, geo-located time clock. We have been working with FotoPunch since 2012 as a technology partner for our GeoPunch™ solution, which was launched to help customers support a workforce that is increasingly mobile, global and dispersed. The aggregate consideration for the Shares consisted of (i) $1,500 in cash, a portion of which was used to pay certain obligations of FotoPunch and (ii) up to an additional $3,000 in post-closing earnout payments. We funded the $1,500 cash payment with proceeds from our credit agreement with Wells Fargo. The $3,000 earnout is payable over three earnout periods (with the first, second and third periods ending June 30, 2015, June 30, 2016 and June 30, 2018, respectively) based on the FotoPunch operations achieving specified target revenues in an earnout period. At least 75% of the target revenues must be achieved in the first and second earnout periods and at least 50% of the target revenues must be achieved in the third earnout period. The earnout (“contingent consideration”) was recorded in Accrued Expenses in the accompanying Consolidated Balance Sheet with an estimated fair value of $327 at the date of acquisition. No earnout consideration was payable as of June 30, 2015. The purchase price was allocated based upon fair value, as follows: net assets of ($1); technology of $440; and goodwill of $1,388. The fair value of technology was determined using the income approach. In August 2014, Asure acquired substantially all the assets of Roomtag, LLC (“Roomtag”). The aggregate consideration for the assets consisted of (i) $933 in cash and (ii) an unsecured subordinated promissory note (“Note”) for $754. We funded the $933 cash payment with proceeds from our credit agreement with Wells Fargo. The Note bears interest at an annual rate of 0.36% and 2012 Acquisition In July 2012, Asure acquired the capital stock of Meeting Maker – United States, Inc., doing business as (“dba”) PeopleCube, for a combination of cash and Asure common stock. The 2012 acquisition of PeopleCube gave Asure a product line that includes software to assist customers in driving integrated facility management of offices, conference rooms, video conferencing, events and training, alternative workspaces and lobby use. The purchase price was composed of $9,800 in cash, subject to a post-closing working capital adjustment, (ii) 255,000 shares of our common stock, par value $0.01 per share, representing just under five percent of Asure’s outstanding shares and valued at $2.94 per share and (iii) an additional $3,000 note from us due on October 31, 2014, subject to offset of any amounts owed by the seller under the indemnification provisions of the stock purchase agreement. We adjusted the note to a fair value of $2,404 at the date of purchase based on our incremental borrowing rate. We recorded the note at fair value using a discount rate of 10%, which resulted in an original issue discount of $622, which was accreted up to its aggregate principal amount over the course of the life of the loan using the effective interest method. Details regarding the financing of the acquisition are described in Note 6 – Notes Payable. Transaction costs for this acquisition were $905 and we expensed them as incurred. In December 2012, we demanded a purchase price adjustment from PeopleCube Holding B.V. and Meeting Maker Holding B.V., the sellers of the capital stock of Meeting Maker – United States, Inc. (dba PeopleCube) that we purchased in July 2012, based on matters we discovered after closing. In the third quarter of 2013, we reached an agreement to settle our post-closing working capital adjustment dispute. The parties agreed to a post-closing working capital adjustment due to us of $496, with accrued interest of $44, totaling $540, and a reduction of the original $3,000 deferred purchase payment by such amount. This also had the effect of reducing our long-term debt by a like amount and $496 was deducted from our goodwill balance. The remaining deferred purchase price balance under the Subordinated Notes Payable: PeopleCube Acquisition Note then became $2,460. In February 2014, we reached an agreement to settle all claims and dismiss all pending litigation with the sellers of PeopleCube. Under the settlement agreement, the parties agreed to dismiss the litigation and settle the remaining balance due of $2,460 on the Subordinated Notes Payable: PeopleCube Acquisition Note for $1,700. Separately, our insurance carrier agreed to pay us $500 in conjunction with the settlement. With the insurance proceeds and after offsetting any related litigation costs incurred in 2014, we recorded a net gain of $1,034 on the settlement in the first quarter of 2014. We paid this note in full in 2014. Finally, as part of the original purchase price in the Meeting Maker acquisition, we issued 255,000 shares of our common stock subject to a lockup that expired as to 125,000 shares in June 2013 and 130,000 shares in June 2014. This settlement also removed the lockup for the remaining 130,000 shares. |
NOTE 5 - GOODWILL AND OTHER INT
NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | NOTE 5 – GOODWILL AND OTHER INTANGIBLE ASSETS Asure accounted for its historical acquisitions in accordance with ASC 805, Business Combinations In accordance with ASC 350, Intangibles-Goodwill and Other, The following table summarizes the changes in our goodwill: Balance at December 31, 2014 $ 17,500 Adjustments to goodwill (60 ) Foreign exchange adjustments to goodwill (2 ) Balance at September 30, 2015 $ 17,438 The gross carrying amount and accumulated amortization of our intangible assets as of September 30, 2015 and December 31, 2014 are as follows: September 30, 2015 Intangible Asset Weighted Average Amortization Period (in Years) Gross Accumulated Amortization Net Developed Technology 7.6 $ 4,015 $ (2,102 ) $ 1,913 Customer Relationships 7.2 12,811 (8,642 ) 4,169 Reseller Relationships 7 853 (487 ) 366 Trade Names 5 694 (667 ) 27 Covenant Not-To-Compete 2 229 (219 ) 10 7.3 $ 18,602 $ (12,117 ) $ 6,485 December 31, 2014 Intangible Asset Weighted Average Amortization Period (in Years) Gross Accumulated Amortization Net Developed Technology 7.6 $ 4,020 $ (1,783 ) $ 2,237 Customer Relationships 7.2 12,811 (7,234 ) 5,577 Reseller Relationships 7 853 (396 ) 457 Trade Names 5 694 (662 ) 32 Covenant Not-To-Compete 2 229 (210 ) 19 7.3 $ 18,607 $ (10,285 ) $ 8,322 We record amortization expense using the straight-line method over the estimated useful lives of the intangible assets, as noted above. Amortization expenses for the three months ended September 30, 2015 and 2014 were $505 and $494, respectively, included in Operating Expenses. Amortization expenses recorded in Cost of Sales were $106 and $84 for the three months ended September 30, 2015 and 2014, respectively. Amortization expenses for the nine months ended September 30, 2015 and 2014 were $1,514 and $1,488 included in Operating Expenses, and $318 and $236, respectively, included in Cost of Sales. The following table summarizes the future estimated amortization expense relating to our intangible assets: Twelve Months Ended December 31, 2015 (remaining) $ 454 December 31, 2016 1,759 December 31, 2017 1,738 December 31, 2018 1,390 December 31, 2019 763 Thereafter 381 $ 6,485 |
NOTE 6 - NOTES PAYABLE
NOTE 6 - NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | NOTE 6 – NOTES PAYABLE The following table summarizes our outstanding debt as of the dates indicated: Notes Payable Maturity Stated Interest Rate Balance as of September 30, 2015 Balance as of December 31, 2014 Subordinated Notes Payable: Roomtag Acquisition Note 10/31/2016 0.36 % - 694 Term Loan - Wells Fargo 3/31/2019 5.00 % 13,876 14,437 Total Notes Payable $ 13,876 $ 15,131 Short-term notes payable $ 938 $ 750 Long-term notes payable $ 12,938 $ 14,381 The following table summarizes the future principal payments related to our outstanding debt: Year Ended Gross Amount December 31, 2015 $ 188 December 31, 2016 1,032 December 31, 2017 1,406 December 31, 2018 1,500 December 31, 2019 9,750 Gross Notes Payable $ 13,876 Subordinated Notes Payable: Roomtag Acquisition Note In August 2014, we acquired substantially all the assets of Roomtag. The aggregate consideration for the assets consisted of (i) $933 in cash, and (ii) an unsecured subordinated promissory note (“Note”) for $754. We funded the $933 cash payment with proceeds from our credit agreement with Wells Fargo. The Note bears interest at an annual rate of 0.36% and In August 2015, we paid $722 to retire this Note in full, after applying a 5% discount. Term Loan - Wells Fargo In March 2014, we entered into a Credit Agreement with Wells Fargo Bank, N.A., as administrative agent, and the lenders that are party thereto. We used the proceeds of the term loan to finance the repayment of all amounts outstanding under our loan agreement with Deerpath and the payment of certain fees, cost and expenses related to the Credit Agreement. The Credit Agreement provides for a term loan in the amount of $15,000. The term loan will mature in March 2019. The outstanding principal amount of the term loan is payable as follows: · $188 on June 30, 2014 and the last day of each fiscal quarter thereafter up to March 31, 2016; · $281 on June 30, 2016 and the last day of each fiscal quarter thereafter up to March 31, 2017; and · $375 on June 30, 2017 and the last day of each fiscal quarter thereafter, with a final payment of the remaining balance due on March 31, 2019 The Credit Agreement also provides for a revolving loan commitment in the aggregate amount of up to $3,000. The outstanding principal amount of the revolving loan is due and payable in March 2019. Additionally, the Credit Agreement provides for a $10,000 uncommitted incremental term loan facility to support permitted acquisitions. In July 2014, we borrowed $1,500 under the revolver, which was used to fund a portion of the acquisition cost of all of the issued and outstanding shares of common stock of FotoPunch, Inc. In August 2014, we borrowed $1,000 under the revolver which was used to fund a portion of the acquisition cost of substantially all the assets of Roomtag, LLC. We repaid the balance on the revolver in 2014, leaving a The term loan and revolving loan will bear interest, at our option, at (i) the greater of 1% or LIBOR, plus an applicable margin or (ii) a base rate (as defined in the Credit Agreement) plus an applicable margin. We have elected to use the LIBOR rate plus the applicable margin, which was has remained constant at 5% since the inception of the loan. Interest is payable quarterly and the margin varies based upon our leverage ratio. See table below of applicable margin rates as of September 30, 2015. Total Leverage Ratio Base Rate Margin LIBOR Rate Margin > 2.75:1.0 3.00 % 4.00 % < 2.75:1.0 but > 2.25:1.0 2.50 % 3.50 % < 2.25:1.0 2.00 % 3.00 % As discussed below, the Credit Agreement was amended in November 2015. See table below of applicable margin rates as of November 11, 2015. Total Leverage Ratio Base Rate Margin LIBOR Rate Margin > 3.25:1.0 3.50 % 4.50 % < 3.25:1.0 but > 2.75:1.0 3.00 % 4.00 % < 2.75:1.0 but > 2.25:1.0 2.50 % 3.50 % < 2.25:1.0 2.00 % 3.00 % We may voluntarily prepay the principal amount outstanding under the revolving loan at any time without penalty or premium. However, we must pay a premium if we make a voluntary prepayment of outstanding principal under the term loan during the first two years following the closing date or if we are required to prepay outstanding principal under the Credit Agreement with proceeds resulting from certain asset sales or debt incurrence. The premium is 1% or 0.5% of the principal amount being prepaid depending on whether the prepayment occurs on or before the first anniversary of the closing date or subsequent to the first anniversary date through the second anniversary of the closing date. In addition, we are required to repay outstanding principal on an annual basis with 50% of excess cash flow, certain over advances, asset sale proceeds, debt proceeds, and proceeds from judgments and settlements. As of September 30, 2015, none of these payments were due. Under the Credit Agreement, we were required to maintain a fixed charge coverage ratio of not less than 1.5 to 1.0 beginning with the quarter ending June 30, 2014 and each calendar quarter thereafter, and a leverage ratio of not greater than 3.5 to 1.0 beginning with the quarter ending June 30, 2014 with the levels stepping down thereafter. We amended the Credit Agreement in August 2014, March 2015 and November 2015. The August 2014 amendment revised the leverage ratio beginning with the quarter ending September 30, 2014 to a leverage ratio of not greater than 3.6 to 1.0 with the levels stepping down thereafter. The March 2015 amendment authorized us to optionally prepay, subject to specified conditions, the Subordinated Note Payable to Roomtag and revised the leverage ratio beginning with the quarter ended March 31, 2015 to a leverage ratio of not greater than 3.5 to 1.0 with the levels stepping down thereafter. The November 2015 amendment increased the applicable margin relative to the LIBOR rate upon which we compute the interest payable. We agreed that if our leverage ratio is (a) less than or equal to 2.25:1, (b) greater than 2.25:1 but less than or equal to 2.75:1, (c) greater than 2.75:1 but less than or equal to 3.25:1 or (d) greater than 3.25:1, the applicable margin relative to the LIBOR rate would be 3.00, 3.50, 4.00 or 4.50 percentage points, respectively. We further agreed that until the leverage ratio testing period ending September 30, 2016, we will pay interest based on the 4.50 percentage point margin level. The Credit Agreement contains customary affirmative and negative covenants, including, among others, limitations with respect to debt, liens, fundamental changes, sale of assets, prepayment of debt, investments, dividends, and transactions with affiliates. As of September 30, 2015, we were current on our payments under the Credit Agreement, but were not in compliance with our leverage ratio and fixed charge coverage ratio covenants. As a result of entering into the November 2015 amendment, the lenders waived this non-compliance. With this, we expect to be in compliance during the next twelve months with our debt covenants and with our payment obligations, in the latter case using our available cash on hand or as expected to be generated from operations. The 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. In March 2014 and in connection with the Credit Agreement, we and our wholly-owned active subsidiaries entered into a Guaranty and Security Agreement with Wells Fargo Bank. 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. |
NOTE 7 - SHARE BASED COMPENSATI
NOTE 7 - SHARE BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | NOTE 7 – SHARE BASED COMPENSATION Share based compensation for our stock option plans for the three months ended September 30, 2015 and 2014 were $237 and $50, respectively, and $335 and $131 for the nine months ended September 30, 2015 and 2014, respectively. We issued 0 shares of common stock related to exercises of stock options granted from our Stock Option Plan for the three months ended September 30, 2015 and 1,500 shares of common stock for the three months ended September 30, 2014, respectively. Asure has one active equity plan, the 2009 Equity Plan (the “2009 Plan”). The 2009 Plan provides for the issuance of non-qualified and incentive stock options to our employees and consultants. We generally grant stock options with exercise prices greater than or equal to the fair market value at the time of grant. The options generally vest over three to four years and are exercisable for a period of five to ten years beginning with date of grant. Our shareholders approved an amendment to the 2009 Plan in June 2014 to increase the number of shares reserved under the plan from 1,200,000 to 1,400,000. We have a total of 684,000 options granted and outstanding pursuant to the 2009 Plan as of September 30, 2015. |
NOTE 8 - OTHER COMPREHENSIVE LO
NOTE 8 - OTHER COMPREHENSIVE LOSS | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure Text Block [Abstract] | |
Comprehensive Income (Loss) Note [Text Block] | NOTE 8 – OTHER COMPREHENSIVE LOSS Comprehensive 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 loss includes foreign currency translation adjustments. The following table presents the changes in each component of accumulated other comprehensive loss, net of tax: Foreign Currency Items Accumulated Other Comprehensive Loss Items Beginning balance, December 31, 2014 $ (86 ) $ (86 ) Other comprehensive loss before reclassifications (8 ) (8 ) Net current-period other comprehensive loss (8 ) (8 ) Ending balance, September 30, 2015 $ (94 ) $ (94 ) The following table presents the tax benefit (expense) allocated to each component of other comprehensive income (loss): Three Months Ended September 30, 2015 Before Tax Tax Benefit Net of Tax Foreign currency translation adjustments $ 27 $ — $ 27 Other comprehensive loss $ 27 $ — $ 27 Nine Months Ended September 30, 2015 Before Tax Tax Benefit Net of Tax Foreign currency translation adjustments $ (8 ) $ — $ (8 ) Other comprehensive loss $ (8 ) $ — $ (8 ) |
NOTE 9 - NET LOSS PER SHARE
NOTE 9 - NET LOSS PER SHARE | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | NOTE 9 – 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 114,000 and 684,000 shares for the three and nine months ended September 30, 2015, respectively, and 209,000 and 728,000 shares for the three and nine months ended September 30, 2014, 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 loss per common share for the three and nine months ended September 30, 2015 and 2014: For the Three Months For the Nine Months Ended September 30, Ended September 30, 2015 2014 2015 2014 Net income (loss) $ (574 ) $ 161 $ (962 ) $ (354 ) Weighted-average shares of common stock outstanding 6,290,000 6,008,000 6,138,000 5,986,000 Dilutive effect of employee stock options - 276,000 - - Weighted average shares for diluted net income (loss) per share 6,290,000 6,284,000 6,138,000 5,986,000 Basic net income (loss) per share $ (0.09 ) $ 0.03 $ (0.16 ) $ (0.06 ) Diluted net income (loss) per share $ (0.09 ) $ 0.03 $ (0.16 ) $ (0.06 ) |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Cash and Cash Equivalents, Policy [Policy Text Block] | CASH AND CASH EQUIVALENTS Cash and cash equivalents include cash deposits and highly liquid investments with an original maturity of three months or less when purchased. |
Going Concern [Policy Text Block] | LIQUIDITY As of September 30, 2015, Asure’s principal sources of liquidity consisted of approximately $122 of cash and cash equivalents and future cash generated from operations. We believe that we have and/or will generate sufficient cash for our short- and long-term needs, including meeting the requirements of our term loan, and the related debt covenant requirements. We continue to seek reductions in our expenses as a percentage of revenue on an annual basis and thus may utilize our cash balances in the short-term to reduce long-term costs. Based on current internal projections, we believe that we have and/or will generate sufficient cash for our operational needs, including any required debt payments, for at least the next twelve months. Management is focused on growing our existing product offering, as well as our customer base, to increase our recurring revenues. We are also exploring additional strategic acquisitions in the near future, although we have no agreements to make any acquisition at this time. We expect to fund any future acquisitions with equity, available cash, future cash from operations, or debt from outside sources. We cannot assure that we can grow our cash balances or limit our cash consumption and thus maintain sufficient cash balances for our planned operations or future acquisitions. Future business demands may lead to cash utilization at levels greater than recently experienced. We may need to raise additional capital in the future. However, we cannot assure that we will be able to raise additional capital on acceptable terms, or at all. Subject to the foregoing, management believes that we have sufficient capital and liquidity to fund and cultivate the growth of our current and future operations for at least the next 12 months and to maintain compliance with the terms of our debt agreements and related covenants or to obtain compliance through debt repayments made with the available cash on hand or anticipated for receipt in the ordinary course of operations. |
New Accounting Pronouncements, Policy [Policy Text Block] | RECENT ACCOUNTING PRONOUNCEMENTS In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Accounting Standards Codification “ASC” Topic 606). The purpose of this ASU is to converge revenue recognition requirements per GAAP and International Financial Reporting Standards (IFRS). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments in this ASU are effective for interim and annual reporting periods beginning after December 15, 2016, with early adoption not permitted by the FASB; however, in August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date after public comment respondents supported a proposal to delay the effective date of this ASU to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. We are currently evaluating the impact of this ASU on its consolidated financial position, results of operations and cash flows. In April 2015, the FASB issued ASU No. 2015-03, "Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs ("ASU 2015-03"). ASU 2015-03 requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. Prior to the issuance of the standard, debt issuance costs were required to be presented in the balance sheet as an asset. The Company is currently assessing the impact that adopting this new accounting guidance will have on its consolidated financial statements and footnote disclosures. ASU 2015-03 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. Accordingly, the standard is effective for the Company on January 1, 2016. In July 2015, the FASB issued ASU 2015-11, “ In September 2015, the FASB issued ASU 2015-16, “Business Combinations: Simplifying the Accounting for Measurement-Period Adjustments,” which requires acquirers to recognize adjustments to provisional amounts identified during the reporting period in which the adjustment amounts are determined. Acquirers should record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. Application of the standard, which should be applied prospectively, is required for the annual and interim periods beginning after December 15, 2015. We early adopted this ASU. The adoption did not have a material impact on our results of operations or financial position. |
Commitments and Contingencies, Policy [Policy Text Block] | CONTINGENCIES In February 2014, we reached an agreement to settle all claims and dismiss all pending litigation with PeopleCube Holding B.V. and Meeting Maker Holding B.V., the sellers of the capital stock of Meeting Maker – United States, Inc. (dba PeopleCube) that we purchased in July 2012. Under the settlement agreement, the parties agreed to dismiss the litigation and we settled the remaining balance due by us of $2,460 on the Subordinated Notes Payable: PeopleCube Acquisition Note for $1,700. Separately, our insurance carrier agreed to pay us $500 in conjunction with the settlement. With the insurance proceeds and after offsetting any related litigation and other settlement costs incurred in 2014 of $226, we recorded a net gain of $1,034 on the settlement in the first quarter of 2014. We paid this note in full in the first quarter of 2014. Finally, as part of the original purchase price in the Meeting Maker acquisition, we issued 255,000 shares of our common stock subject to a lockup that expired as to 125,000 shares in June 2013 and 130,000 shares in June 2014. This settlement also removed the lockup for the remaining 130,000 shares. Although Asure has been, and in the future may be, the defendant or plaintiff in various actions arising in the normal course of business, as of September 30, 2015, we were not party to any pending legal proceedings. |
NOTE 3 - FAIR VALUE MEASUREME16
NOTE 3 - FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | The following table presents the fair value hierarchy for our financial assets measured at fair value on a recurring basis as of September 30, 2015 and December 31, 2014, respectively: Fair Value Measure at September 30, 2015 Total Quoted Significant Carrying Prices Other Significant Value at in Active Observable Unobservable September 30, Market Inputs Inputs Description 2015 (Level 1) (Level 2) (Level 3) Assets: Cash and cash equivalents $ 122 $ 122 $ - $ - Total $ 122 $ 122 $ - $ - Liabilities: Contingent consideration 262 $ - $ - $ 262 Total $ 262 $ - $ - $ 262 Fair Value Measure at December 31, 2014 Total Quoted Significant Carrying Prices Other Significant Value at in Active Observable Unobservable December 31, Market Inputs Inputs Description 2014 (Level 1) (Level 2) (Level 3) Assets: Cash and cash equivalents $ 320 $ 320 $ - $ - Total $ 320 $ 320 $ - $ - Liabilities: Contingent consideration 327 $ - $ - $ 327 Total $ 327 $ - $ - $ 327 |
NOTE 5 - GOODWILL AND OTHER I17
NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill [Table Text Block] | The following table summarizes the changes in our goodwill: Balance at December 31, 2014 $ 17,500 Adjustments to goodwill (60 ) Foreign exchange adjustments to goodwill (2 ) Balance at September 30, 2015 $ 17,438 |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | The gross carrying amount and accumulated amortization of our intangible assets as of September 30, 2015 and December 31, 2014 are as follows: September 30, 2015 Intangible Asset Weighted Average Amortization Period (in Years) Gross Accumulated Amortization Net Developed Technology 7.6 $ 4,015 $ (2,102 ) $ 1,913 Customer Relationships 7.2 12,811 (8,642 ) 4,169 Reseller Relationships 7 853 (487 ) 366 Trade Names 5 694 (667 ) 27 Covenant Not-To-Compete 2 229 (219 ) 10 7.3 $ 18,602 $ (12,117 ) $ 6,485 December 31, 2014 Intangible Asset Weighted Average Amortization Period (in Years) Gross Accumulated Amortization Net Developed Technology 7.6 $ 4,020 $ (1,783 ) $ 2,237 Customer Relationships 7.2 12,811 (7,234 ) 5,577 Reseller Relationships 7 853 (396 ) 457 Trade Names 5 694 (662 ) 32 Covenant Not-To-Compete 2 229 (210 ) 19 7.3 $ 18,607 $ (10,285 ) $ 8,322 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | The following table summarizes the future estimated amortization expense relating to our intangible assets: Twelve Months Ended December 31, 2015 (remaining) $ 454 December 31, 2016 1,759 December 31, 2017 1,738 December 31, 2018 1,390 December 31, 2019 763 Thereafter 381 $ 6,485 |
NOTE 6 - NOTES PAYABLE (Tables)
NOTE 6 - NOTES PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | The following table summarizes our outstanding debt as of the dates indicated: Notes Payable Maturity Stated Interest Rate Balance as of September 30, 2015 Balance as of December 31, 2014 Subordinated Notes Payable: Roomtag Acquisition Note 10/31/2016 0.36 % - 694 Term Loan - Wells Fargo 3/31/2019 5.00 % 13,876 14,437 Total Notes Payable $ 13,876 $ 15,131 Short-term notes payable $ 938 $ 750 Long-term notes payable $ 12,938 $ 14,381 |
Schedule of Maturities of Long-term Debt [Table Text Block] | The following table summarizes the future principal payments related to our outstanding debt: Year Ended Gross Amount December 31, 2015 $ 188 December 31, 2016 1,032 December 31, 2017 1,406 December 31, 2018 1,500 December 31, 2019 9,750 Gross Notes Payable $ 13,876 |
Schedule of Long-term Debt Instruments [Table Text Block] | Total Leverage Ratio Base Rate Margin LIBOR Rate Margin > 2.75:1.0 3.00 % 4.00 % < 2.75:1.0 but > 2.25:1.0 2.50 % 3.50 % < 2.25:1.0 2.00 % 3.00 % Total Leverage Ratio Base Rate Margin LIBOR Rate Margin > 3.25:1.0 3.50 % 4.50 % < 3.25:1.0 but > 2.75:1.0 3.00 % 4.00 % < 2.75:1.0 but > 2.25:1.0 2.50 % 3.50 % < 2.25:1.0 2.00 % 3.00 % |
NOTE 8 - OTHER COMPREHENSIVE 19
NOTE 8 - OTHER COMPREHENSIVE LOSS (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure Text Block [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | The following table presents the changes in each component of accumulated other comprehensive loss, net of tax: Foreign Currency Items Accumulated Other Comprehensive Loss Items Beginning balance, December 31, 2014 $ (86 ) $ (86 ) Other comprehensive loss before reclassifications (8 ) (8 ) Net current-period other comprehensive loss (8 ) (8 ) Ending balance, September 30, 2015 $ (94 ) $ (94 ) |
Comprehensive Income (Loss) [Table Text Block] | The following table presents the tax benefit (expense) allocated to each component of other comprehensive income (loss): Three Months Ended September 30, 2015 Before Tax Tax Benefit Net of Tax Foreign currency translation adjustments $ 27 $ — $ 27 Other comprehensive loss $ 27 $ — $ 27 Nine Months Ended September 30, 2015 Before Tax Tax Benefit Net of Tax Foreign currency translation adjustments $ (8 ) $ — $ (8 ) Other comprehensive loss $ (8 ) $ — $ (8 ) |
NOTE 9 - NET LOSS PER SHARE (Ta
NOTE 9 - NET LOSS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following table sets forth the computation of basic and diluted net loss per common share for the three and nine months ended September 30, 2015 and 2014: For the Three Months For the Nine Months Ended September 30, Ended September 30, 2015 2014 2015 2014 Net income (loss) $ (574 ) $ 161 $ (962 ) $ (354 ) Weighted-average shares of common stock outstanding 6,290,000 6,008,000 6,138,000 5,986,000 Dilutive effect of employee stock options - 276,000 - - Weighted average shares for diluted net income (loss) per share 6,290,000 6,284,000 6,138,000 5,986,000 Basic net income (loss) per share $ (0.09 ) $ 0.03 $ (0.16 ) $ (0.06 ) Diluted net income (loss) per share $ (0.09 ) $ 0.03 $ (0.16 ) $ (0.06 ) |
NOTE 2 - SIGNIFICANT ACCOUNTI21
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands | Feb. 28, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jul. 31, 2012 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Jan. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 |
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||||||||||
Cash and Cash Equivalents, at Carrying Value | $ 122 | $ 1,637 | $ 122 | $ 1,637 | $ 320 | $ 3,938 | ||||||
Notes Payable | 13,876 | 13,876 | ||||||||||
Proceeds from Insurance Settlement, Investing Activities | 0 | 373 | ||||||||||
Gain (Loss) Related to Litigation Settlement | $ 0 | $ 0 | $ 0 | $ 1,034 | 1,034 | |||||||
Meeting Maker dba PeopleCube Acquisition [Member] | ||||||||||||
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||||||||||
Stock Issued During Period, Shares, Acquisitions (in Shares) | 130,000 | 125,000 | 255,000 | |||||||||
Meeting Maker dba PeopleCube Acquisition [Member] | Notes Payable, Other Payables [Member] | ||||||||||||
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||||||||||
Notes Payable | $ 1,700 | $ 2,460 | $ 2,460 | |||||||||
Proceeds from Insurance Settlement, Investing Activities | $ 500 | 500 | ||||||||||
Legal Fees | $ 226 | |||||||||||
Meeting Maker dba PeopleCube Acquisition [Member] | Common Stock Subject to Lockup Expiring in June 2013 [Member] | ||||||||||||
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||||||||||
Stock Issued During Period, Shares, Acquisitions (in Shares) | 125,000 | |||||||||||
Meeting Maker dba PeopleCube Acquisition [Member] | Common Stock Subject to Lockup Expiring in June 2014 [Member] | ||||||||||||
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||||||||||
Stock Issued During Period, Shares, Acquisitions (in Shares) | 130,000 |
NOTE 3 - FAIR VALUE MEASUREME22
NOTE 3 - FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
FotoPunch, Inc. Acquisition [Member] | ||
NOTE 3 - FAIR VALUE MEASUREMENTS (Details) [Line Items] | ||
Business Combination, Contingent Consideration, Liability | $ 262 | $ 327 |
NOTE 3 - FAIR VALUE MEASUREME23
NOTE 3 - FAIR VALUE MEASUREMENTS (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Assets: | ||
Cash and Cash Equivalents | $ 122 | $ 320 |
Total | 122 | 320 |
Liabilities: | ||
Contingent consideration | 262 | 327 |
Total | 262 | 327 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets: | ||
Cash and Cash Equivalents | 122 | 320 |
Total | 122 | 320 |
Liabilities: | ||
Contingent consideration | 0 | 0 |
Total | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Assets: | ||
Cash and Cash Equivalents | 0 | 0 |
Total | 0 | 0 |
Liabilities: | ||
Contingent consideration | 0 | 0 |
Total | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Assets: | ||
Cash and Cash Equivalents | 0 | 0 |
Total | 0 | 0 |
Liabilities: | ||
Contingent consideration | 262 | 327 |
Total | $ 262 | $ 327 |
NOTE 4 - ACQUISITIONS (Details)
NOTE 4 - ACQUISITIONS (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 28, 2014 | Aug. 31, 2015 | Aug. 31, 2014 | Jul. 31, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jul. 31, 2012 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Jan. 31, 2014 |
NOTE 4 - ACQUISITIONS (Details) [Line Items] | ||||||||||||||
Contingent Consideration Classified as Equity, Fair Value Disclosure | $ 262 | $ 262 | $ 327 | |||||||||||
Goodwill | $ 17,438 | $ 17,438 | $ 17,500 | |||||||||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||
Notes Payable | $ 13,876 | $ 13,876 | ||||||||||||
Proceeds from Insurance Settlement, Investing Activities | 0 | $ 373 | ||||||||||||
Gain (Loss) Related to Litigation Settlement | $ 0 | $ 0 | $ 0 | $ 1,034 | $ 1,034 | |||||||||
FotoPunch, Inc. Acquisition [Member] | ||||||||||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | ||||||||||||||
Payments to Acquire Businesses, Gross | $ 1,500 | |||||||||||||
Other Payments to Acquire Businesses | $ 3,000 | |||||||||||||
Business Acquisition, Earnout Period | 3 years | |||||||||||||
Business Combination, Contingent Consideration Arrangements, Description | At least 75% of the target revenues must be achieved in the first and second earnout periods and at least 50% of the target revenues must be achieved in the third earnout period. | |||||||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 327 | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | (1) | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 440 | |||||||||||||
Goodwill | 1,388 | |||||||||||||
FotoPunch, Inc. Acquisition [Member] | Line of Credit [Member] | ||||||||||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | ||||||||||||||
Proceeds from Long-term Lines of Credit | $ 1,500 | |||||||||||||
Roomtag, LLC Acquisition [Member] | ||||||||||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | ||||||||||||||
Payments to Acquire Businesses, Gross | $ 933 | |||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | 754 | |||||||||||||
Roomtag, LLC Acquisition [Member] | Notes Payable, Other Payables [Member] | ||||||||||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | ||||||||||||||
Proceeds from Long-term Lines of Credit | $ 933 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.36% | 0.36% | 0.36% | |||||||||||
Debt Instrument, Maturity Date | Oct. 31, 2016 | Oct. 31, 2016 | ||||||||||||
Fair Value Inputs, Discount Rate | 5.00% | |||||||||||||
Debt Instrument, Unamortized Discount | $ 73 | |||||||||||||
Repayments of Debt | $ 722 | |||||||||||||
Debt Repayment, Discount | 5.00% | |||||||||||||
Meeting Maker dba PeopleCube Acquisition [Member] | ||||||||||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | ||||||||||||||
Payments to Acquire Businesses, Gross | $ 9,800 | |||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares) | 255,000 | |||||||||||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.01 | |||||||||||||
Stock Issued, Percentage of Outstanding Shares | 5.00% | |||||||||||||
Business Acquisition, Share Price (in Dollars per share) | $ 2.94 | |||||||||||||
Business Acquisition, Transaction Costs | $ 905 | |||||||||||||
Stock Issued During Period, Shares, Acquisitions (in Shares) | 130,000 | 125,000 | 255,000 | |||||||||||
Meeting Maker dba PeopleCube Acquisition [Member] | Notes Payable, Other Payables [Member] | ||||||||||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | ||||||||||||||
Debt Instrument, Maturity Date | Oct. 31, 2014 | |||||||||||||
Fair Value Inputs, Discount Rate | 10.00% | |||||||||||||
Debt Instrument, Unamortized Discount | $ 622 | |||||||||||||
Debt Instrument, Face Amount | 3,000 | |||||||||||||
Debt Instrument, Fair Value Disclosure | $ 2,404 | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $ 540 | |||||||||||||
Increase (Decrease) in Notes Payable, Current | (540) | |||||||||||||
Goodwill, Period Increase (Decrease) | (496) | |||||||||||||
Notes Payable | $ 1,700 | 2,460 | $ 2,460 | |||||||||||
Proceeds from Insurance Settlement, Investing Activities | $ 500 | 500 | ||||||||||||
Meeting Maker dba PeopleCube Acquisition [Member] | Notes Payable, Other Payables [Member] | Working Capital Adjustment [Member] | ||||||||||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | ||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 496 | |||||||||||||
Meeting Maker dba PeopleCube Acquisition [Member] | Notes Payable, Other Payables [Member] | Accrued Interest Adjustment [Member] | ||||||||||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | ||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $ 44 | |||||||||||||
Fair Value, Inputs, Level 3 [Member] | ||||||||||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | ||||||||||||||
Contingent Consideration Classified as Equity, Fair Value Disclosure | $ 262 | $ 262 | $ 327 |
NOTE 5 - GOODWILL AND OTHER I25
NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS (Details) [Line Items] | ||||
Goodwill, Impairment Loss | $ 0 | |||
Finite-Lived Intangible Assets, Amortization Method | straight-line method | |||
Amortization of Intangible Assets | $ 505,000 | $ 494,000 | $ 1,514,000 | $ 1,488,000 |
Cost of Goods Sold, Amortization | $ 106,000 | $ 84,000 | $ 318,000 | $ 236,000 |
Minimum [Member] | ||||
NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS (Details) [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 1 year | |||
Maximum [Member] | ||||
NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS (Details) [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 9 years |
NOTE 5 - GOODWILL AND OTHER I26
NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS (Details) - Schedule of Goodwill $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Schedule of Goodwill [Abstract] | |
Balance at December 31, 2014 | $ 17,500 |
Adjustments to goodwill | (60) |
Foreign exchange adjustments to goodwill | (2) |
Balance at September 30, 2015 | $ 17,438 |
NOTE 5 - GOODWILL AND OTHER I27
NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS (Details) - Schedule of Intangible Assets - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 7 years 109 days | 7 years 109 days |
Intangible Asset, Gross | $ 18,602 | $ 18,607 |
Accumulated Amortization | (12,117) | (10,285) |
Intangible Asset, Net | $ 6,485 | $ 8,322 |
Developed Technology Rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 7 years 219 days | 7 years 219 days |
Intangible Asset, Gross | $ 4,015 | $ 4,020 |
Accumulated Amortization | (2,102) | (1,783) |
Intangible Asset, Net | $ 1,913 | $ 2,237 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 7 years 73 days | 7 years 73 days |
Intangible Asset, Gross | $ 12,811 | $ 12,811 |
Accumulated Amortization | (8,642) | (7,234) |
Intangible Asset, Net | $ 4,169 | $ 5,577 |
Reseller Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 7 years | 7 years |
Intangible Asset, Gross | $ 853 | $ 853 |
Accumulated Amortization | (487) | (396) |
Intangible Asset, Net | $ 366 | $ 457 |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 5 years | 5 years |
Intangible Asset, Gross | $ 694 | $ 694 |
Accumulated Amortization | (667) | (662) |
Intangible Asset, Net | $ 27 | $ 32 |
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 2 years | 2 years |
Intangible Asset, Gross | $ 229 | $ 229 |
Accumulated Amortization | (219) | (210) |
Intangible Asset, Net | $ 10 | $ 19 |
NOTE 5 - GOODWILL AND OTHER I28
NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS (Details) - Schedule of Expected Amortization Expense - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Schedule of Expected Amortization Expense [Abstract] | ||
December 31, 2015 (remaining) | $ 454 | |
December 31, 2016 | 1,759 | |
December 31, 2017 | 1,738 | |
December 31, 2018 | 1,390 | |
December 31, 2019 | 763 | |
Thereafter | 381 | |
$ 6,485 | $ 8,322 |
NOTE 6 - NOTES PAYABLE (Details
NOTE 6 - NOTES PAYABLE (Details) $ in Thousands | Nov. 12, 2015 | Aug. 12, 2014USD ($) | Aug. 31, 2015USD ($) | Aug. 31, 2014USD ($) | Jul. 31, 2014USD ($) | Mar. 31, 2014USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2014USD ($) |
Roomtag, LLC Acquisition [Member] | ||||||||
NOTE 6 - NOTES PAYABLE (Details) [Line Items] | ||||||||
Payments to Acquire Businesses, Gross (in Dollars) | $ 933 | |||||||
Business Combination, Consideration Transferred, Liabilities Incurred (in Dollars) | $ 754 | |||||||
FotoPunch, Inc. Acquisition [Member] | ||||||||
NOTE 6 - NOTES PAYABLE (Details) [Line Items] | ||||||||
Payments to Acquire Businesses, Gross (in Dollars) | $ 1,500 | |||||||
London Interbank Offered Rate (LIBOR) [Member] | Leverage Ratio Less Than 2.25 To 1 [Member] | ||||||||
NOTE 6 - NOTES PAYABLE (Details) [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 3.00% | |||||||
London Interbank Offered Rate (LIBOR) [Member] | Leverage Ratio Less Than 2.25 To 1 [Member] | Subsequent Event [Member] | ||||||||
NOTE 6 - NOTES PAYABLE (Details) [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 3.00% | |||||||
London Interbank Offered Rate (LIBOR) [Member] | Leverage Ratio Less Than 2.75 To 1.0 But Greater Than 2.25 To 1 [Member] | ||||||||
NOTE 6 - NOTES PAYABLE (Details) [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 3.50% | |||||||
London Interbank Offered Rate (LIBOR) [Member] | Leverage Ratio Less Than 2.75 To 1.0 But Greater Than 2.25 To 1 [Member] | Subsequent Event [Member] | ||||||||
NOTE 6 - NOTES PAYABLE (Details) [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 3.50% | |||||||
London Interbank Offered Rate (LIBOR) [Member] | Leverage Ratio Less than 3.25 To 1.0 But Greater Than 2.25 To 1.0 [Member] | Subsequent Event [Member] | ||||||||
NOTE 6 - NOTES PAYABLE (Details) [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 4.00% | |||||||
London Interbank Offered Rate (LIBOR) [Member] | Leverage Ratio Greater Than 3.25 to 1.0 [Member] | Subsequent Event [Member] | ||||||||
NOTE 6 - NOTES PAYABLE (Details) [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 4.50% | |||||||
Notes Payable, Other Payables [Member] | Roomtag, LLC Acquisition [Member] | ||||||||
NOTE 6 - NOTES PAYABLE (Details) [Line Items] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.36% | 0.36% | ||||||
Debt Instrument, Maturity Date | Oct. 31, 2016 | Oct. 31, 2016 | ||||||
Fair Value Inputs, Discount Rate | 5.00% | |||||||
Debt Instrument, Unamortized Discount (in Dollars) | $ 73 | |||||||
Repayments of Debt (in Dollars) | $ 722 | |||||||
Debt Repayment, Discount | 5.00% | |||||||
Proceeds from Long-term Lines of Credit (in Dollars) | $ 933 | |||||||
Wells Fargo Bank, N.A. [Member] | Notes Payable to Banks [Member] | ||||||||
NOTE 6 - NOTES PAYABLE (Details) [Line Items] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||||||
Debt Instrument, Maturity Date | Mar. 31, 2019 | |||||||
Debt Instrument, Face Amount (in Dollars) | $ 15,000 | |||||||
Debt Instrument, Maturity Date, Description | March 2,019 | |||||||
Long-term Debt, Maturities, Repayment Terms | · $188 on June 30, 2014 and the last day of each fiscal quarter thereafter up to March 31, 2016;· $281 on June 30, 2016 and the last day of each fiscal quarter thereafter up to March 31, 2017; and· $375 on June 30, 2017 and the last day of each fiscal quarter thereafter, with a final payment of the remaining balance due on March 31, 2019 | |||||||
Line of Credit Facility, Maximum Borrowing Capacity (in Dollars) | $ 3,000 | |||||||
Line of Credit Facility, Interest Rate Description | (i) the greater of 1% or LIBOR, plus an applicable margin or (ii) a base rate (as defined in the Credit Agreement) plus an applicable | |||||||
Debt Instrument, Payment Terms | we must pay a premium if we make a voluntary prepayment of outstanding principal under the term loan during the first two years following the closing date or if we are required to prepay outstanding principal under the Credit Agreement with proceeds resulting from certain asset sales or debt incurrence. The premium is 1% or 0.5% of the principal amount being prepaid depending on whether the prepayment occurs on or before the first anniversary of the closing date or subsequent to the first anniversary date through the second anniversary of the closing date. In addition, we are required to repay outstanding principal on an annual basis with 50% of excess cash flow, certain over advances, asset sale proceeds, debt proceeds, and proceeds from judgments and settlements. | |||||||
Debt Instrument, Covenant Description | Under the Credit Agreement, we were required to maintain a fixed charge coverage ratio of not less than 1.5 to 1.0 beginning with the quarter ending June 30, 2014 and each calendar quarter thereafter, and a leverage ratio of not greater than 3.5 to 1.0 beginning with the quarter ending June 30, 2014 with the levels stepping down thereafter. | |||||||
Debt Instrument, Covenant Compliance | The Credit Agreement contains customary affirmative and negative covenants, including, among others, limitations with respect to debt, liens, fundamental changes, sale of assets, prepayment of debt, investments, dividends, and transactions with affiliates.As of September 30, 2015, we were current on our payments under the Credit Agreement, but were not in compliance with our leverage ratio and fixed charge coverage ratio covenants. As a result of entering into the November 2015 amendment, the lenders waived this non-compliance. With this, we expect to be in compliance during the next twelve months with our debt covenants and with our payment obligations, in the latter case using our available cash on hand or as expected to be generated from operations. | |||||||
Debt Instrument, Debt Default, Description of Violation or Event of Default | payment defaults, covenant defaults, judgment defaults, bankruptcy and insolvency events, cross defaults to certain indebtedness, incorrect representations or warranties, and change of control. | |||||||
Debt Instrument, Collateral | 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. | |||||||
Wells Fargo Bank, N.A. [Member] | Notes Payable to Banks [Member] | Subsequent Event [Member] | ||||||||
NOTE 6 - NOTES PAYABLE (Details) [Line Items] | ||||||||
Debt Instrument, Covenant Description | The November 2015 amendment increased the applicable margin relative to the LIBOR rate upon which we compute the interest payable. We agreed that if our leverage ratio is (a) less than or equal to 2.25:1, (b) greater than 2.25:1 but less than or equal to 2.75:1, (c) greater than 2.75:1 but less than or equal to 3.25:1 or (d) greater than 3.25:1, the applicable margin relative to the LIBOR rate would be 3.00, 3.50, 4.00 or 4.50 percentage points, respectively. We further agreed that until the leverage ratio testing period ending September 30, 2016, we will pay interest based on the 4.50 percentage point margin level. | |||||||
Wells Fargo Bank, N.A. [Member] | Notes Payable to Banks [Member] | Letter of Credit [Member] | ||||||||
NOTE 6 - NOTES PAYABLE (Details) [Line Items] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity (in Dollars) | $ 10,000 | |||||||
Wells Fargo Bank, N.A. [Member] | Notes Payable to Banks [Member] | Roomtag, LLC Acquisition [Member] | ||||||||
NOTE 6 - NOTES PAYABLE (Details) [Line Items] | ||||||||
Proceeds from Long-term Lines of Credit (in Dollars) | $ 1,000 | |||||||
Long-term Line of Credit (in Dollars) | $ 0 | $ 0 | ||||||
Line of Credit Facility, Remaining Borrowing Capacity (in Dollars) | $ 0 | |||||||
Wells Fargo Bank, N.A. [Member] | Notes Payable to Banks [Member] | FotoPunch, Inc. Acquisition [Member] | ||||||||
NOTE 6 - NOTES PAYABLE (Details) [Line Items] | ||||||||
Proceeds from Long-term Lines of Credit (in Dollars) | $ 1,500 | |||||||
Wells Fargo Bank, N.A. [Member] | Notes Payable to Banks [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||
NOTE 6 - NOTES PAYABLE (Details) [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 5.00% | |||||||
Minimum [Member] | Wells Fargo Bank, N.A. [Member] | Notes Payable to Banks [Member] | ||||||||
NOTE 6 - NOTES PAYABLE (Details) [Line Items] | ||||||||
Ratio of Indebtedness to Net Capital | 3.6 | 3.5 | 3.5 | |||||
Maximum [Member] | Wells Fargo Bank, N.A. [Member] | Notes Payable to Banks [Member] | ||||||||
NOTE 6 - NOTES PAYABLE (Details) [Line Items] | ||||||||
Ratio of Indebtedness to Net Capital | 1 | 1 |
NOTE 6 - NOTES PAYABLE (Detail
NOTE 6 - NOTES PAYABLE (Details) - Schedule of Debt - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | |
Aug. 31, 2014 | Sep. 30, 2015 | Dec. 31, 2014 | |
NOTE 6 - NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | |||
Balance | $ 13,876 | $ 15,131 | |
Short-term notes payable | 938 | 750 | |
Long-term notes payable | $ 12,938 | 14,381 | |
Wells Fargo Bank, N.A. [Member] | Notes Payable to Banks [Member] | |||
NOTE 6 - NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | |||
Maturity | Mar. 31, 2019 | ||
Stated Interest Rate | 5.00% | ||
Balance | $ 13,876 | 14,437 | |
Roomtag, LLC Acquisition [Member] | Notes Payable, Other Payables [Member] | |||
NOTE 6 - NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | |||
Maturity | Oct. 31, 2016 | Oct. 31, 2016 | |
Stated Interest Rate | 0.36% | 0.36% | |
Balance | $ 0 | $ 694 |
NOTE 6 - NOTES PAYABLE (Deta31
NOTE 6 - NOTES PAYABLE (Details) - Schedule of Maturities of Long-term Debt $ in Thousands | Sep. 30, 2015USD ($) |
Schedule of Maturities of Long-term Debt [Abstract] | |
December 31, 2015 | $ 188 |
December 31, 2016 | 1,032 |
December 31, 2017 | 1,406 |
December 31, 2018 | 1,500 |
December 31, 2019 | 9,750 |
Gross Notes Payable | $ 13,876 |
NOTE 6 - NOTES PAYABLE (Deta32
NOTE 6 - NOTES PAYABLE (Details) - Schedule of Appicable Margin Rates | Nov. 12, 2015 | Sep. 30, 2015 |
Leverage Ratio Greater Than 2.75 To 1.0 [Member] | Base Rate [Member] | ||
Debt Instrument [Line Items] | ||
Base Rate Margin | 3.00% | |
LIBOR Rate Margin | 3.00% | |
Leverage Ratio Greater Than 2.75 To 1.0 [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||
Debt Instrument [Line Items] | ||
Base Rate Margin | 4.00% | |
LIBOR Rate Margin | 4.00% | |
Leverage Ratio Less Than 2.75 To 1.0 But Greater Than 2.25 To 1 [Member] | Base Rate [Member] | ||
Debt Instrument [Line Items] | ||
Base Rate Margin | 2.50% | |
LIBOR Rate Margin | 2.50% | |
Leverage Ratio Less Than 2.75 To 1.0 But Greater Than 2.25 To 1 [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||
Debt Instrument [Line Items] | ||
Base Rate Margin | 3.50% | |
LIBOR Rate Margin | 3.50% | |
Leverage Ratio Less Than 2.75 To 1.0 But Greater Than 2.25 To 1 [Member] | Subsequent Event [Member] | Base Rate [Member] | ||
Debt Instrument [Line Items] | ||
Base Rate Margin | 2.50% | |
LIBOR Rate Margin | 2.50% | |
Leverage Ratio Less Than 2.75 To 1.0 But Greater Than 2.25 To 1 [Member] | Subsequent Event [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||
Debt Instrument [Line Items] | ||
Base Rate Margin | 3.50% | |
LIBOR Rate Margin | 3.50% | |
Leverage Ratio Less Than 2.25 To 1 [Member] | Base Rate [Member] | ||
Debt Instrument [Line Items] | ||
Base Rate Margin | 2.00% | |
LIBOR Rate Margin | 2.00% | |
Leverage Ratio Less Than 2.25 To 1 [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||
Debt Instrument [Line Items] | ||
Base Rate Margin | 3.00% | |
LIBOR Rate Margin | 3.00% | |
Leverage Ratio Less Than 2.25 To 1 [Member] | Subsequent Event [Member] | Base Rate [Member] | ||
Debt Instrument [Line Items] | ||
Base Rate Margin | 2.00% | |
LIBOR Rate Margin | 2.00% | |
Leverage Ratio Less Than 2.25 To 1 [Member] | Subsequent Event [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||
Debt Instrument [Line Items] | ||
Base Rate Margin | 3.00% | |
LIBOR Rate Margin | 3.00% | |
Leverage Ratio Greater Than 3.25 to 1.0 [Member] | Subsequent Event [Member] | Base Rate [Member] | ||
Debt Instrument [Line Items] | ||
Base Rate Margin | 3.50% | |
LIBOR Rate Margin | 3.50% | |
Leverage Ratio Greater Than 3.25 to 1.0 [Member] | Subsequent Event [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||
Debt Instrument [Line Items] | ||
Base Rate Margin | 4.50% | |
LIBOR Rate Margin | 4.50% | |
Leverage Ratio Less than 3.25 To 1.0 But Greater Than 2.25 To 1.0 [Member] | Subsequent Event [Member] | Base Rate [Member] | ||
Debt Instrument [Line Items] | ||
Base Rate Margin | 3.00% | |
LIBOR Rate Margin | 3.00% | |
Leverage Ratio Less than 3.25 To 1.0 But Greater Than 2.25 To 1.0 [Member] | Subsequent Event [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||
Debt Instrument [Line Items] | ||
Base Rate Margin | 4.00% | |
LIBOR Rate Margin | 4.00% |
NOTE 7 - SHARE BASED COMPENSA33
NOTE 7 - SHARE BASED COMPENSATION (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015USD ($)shares | Sep. 30, 2014USD ($)shares | Sep. 30, 2015USD ($)shares | Sep. 30, 2014USD ($) | Jun. 30, 2014shares | May. 31, 2014shares | |
NOTE 7 - SHARE BASED COMPENSATION (Details) [Line Items] | ||||||
Share-based Compensation (in Dollars) | $ | $ 237 | $ 50 | $ 335 | $ 131 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 0 | 1,500 | ||||
Active Equity Plans | 1 | |||||
2009 Equity Plan [Member] | ||||||
NOTE 7 - SHARE BASED COMPENSATION (Details) [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 684,000 | 684,000 | 1,400,000 | 1,200,000 | ||
Minimum [Member] | 2009 Equity Plan [Member] | ||||||
NOTE 7 - SHARE BASED COMPENSATION (Details) [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 5 years | |||||
Maximum [Member] | 2009 Equity Plan [Member] | ||||||
NOTE 7 - SHARE BASED COMPENSATION (Details) [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years |
NOTE 8 - OTHER COMPREHENSIVE 34
NOTE 8 - OTHER COMPREHENSIVE LOSS (Details) - Schedule of Accumulated Other Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015 | Sep. 30, 2015 | |
Schedule of Accumulated Other Comprehensive Income (Loss) [Abstract] | ||
Beginning balance, December 31, 2014 | $ (86) | |
Beginning balance, December 31, 2014 | (86) | |
Other comprehensive loss before reclassifications | (8) | |
Other comprehensive loss before reclassifications | (8) | |
Net current-period other comprehensive loss | (8) | |
Net current-period other comprehensive loss | $ 27 | (8) |
Ending balance, September 30, 2015 | (94) | (94) |
Ending balance, September 30, 2015 | $ (94) | $ (94) |
NOTE 8 - OTHER COMPREHENSIVE 35
NOTE 8 - OTHER COMPREHENSIVE LOSS (Details) - Schedule of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Schedule of Comprehensive Income (Loss) [Abstract] | ||||
Foreign currency translation adjustments, before tax | $ 27 | $ (8) | ||
Foreign currency translation adjustments, tax benefit | 0 | 0 | ||
Foreign currency translation adjustments, net of tax | 27 | $ 14 | (8) | $ (4) |
Other comprehensive loss, before tax | 27 | (8) | ||
Other comprehensive loss, tax benefit | 0 | 0 | ||
Other comprehensive loss, net of tax | $ 27 | $ (8) |
NOTE 9 - NET LOSS PER SHARE (De
NOTE 9 - NET LOSS PER SHARE (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Equity Option [Member] | ||||
NOTE 9 - NET LOSS PER SHARE (Details) [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 114,000 | 209,000 | 684,000 | 728,000 |
NOTE 9 - NET LOSS PER SHARE (D
NOTE 9 - NET LOSS PER SHARE (Details) - Components of Earnings Per Share, Basic and Diluted - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Components of Earnings Per Share, Basic and Diluted [Abstract] | ||||
Net income (loss) (in Dollars) | $ (574) | $ 161 | $ (962) | $ (354) |
Weighted-average shares of common stock outstanding | 6,290,000 | 6,008,000 | 6,138,000 | 5,986,000 |
Dilutive effect of employee stock options | 0 | 276,000 | 0 | 0 |
Weighted average shares for diluted net income (loss) per share | 6,290,000 | 6,284,000 | 6,138,000 | 5,986,000 |
Basic net income (loss) per share (in Dollars per share) | $ (0.09) | $ 0.03 | $ (0.16) | $ (0.06) |
Diluted net income (loss) per share (in Dollars per share) | $ (0.09) | $ 0.03 | $ (0.16) | $ (0.06) |