Asure Software (ASUR) 10-Q 12 May 16 2016 Q1 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2016	May. 09, 2016
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		6,291,596
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	Mar. 31, 2016
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q1

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Current assets:
Cash and cash equivalents	$ 553	$ 1,158
Accounts and note receivable, net of allowance for doubtful accounts of $141 and $145 at March 31, 2016 and December 31, 2015, respectively	4,472	4,671
Inventory	634	784
Prepaid expenses and other current assets	928	1,072
Total current assets before funds held for clients	6,587	7,685
Funds held for clients	28,608	0
Total current assets	35,195	7,685
Property and equipment, net	2,242	2,212
Goodwill	26,556	17,436
Intangible assets, net	14,242	6,026
Other assets	474	458
Total assets	78,709	33,817
Current liabilities:
Current portion of notes payable, net of debt issuance cost	4,696	909
Accounts payable	1,936	2,670
Accrued compensation and benefits	854	715
Other accrued liabilities	1,816	1,181
Deferred revenue	10,523	10,803
Total current liabilities before client fund obligations	19,825	16,278
Client fund obligations	28,608	0
Total current liabilities	48,433	16,278
Long-term liabilities:
Deferred revenue	939	947
Notes payable, net of debt issuance cost	26,691	12,384
Other liabilities	407	490
Total long-term liabilities	28,037	13,821
Total liabilities	76,470	30,099
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; 6,676 and 6,674 shares issued, 6,292 and 6,290 shares outstanding at March 31, 2016 and December 31, 2015, respectively	67	67
Treasury stock at cost, 384 shares at March 31, 2016 and December 31, 2015	(5,017)	(5,017)
Additional paid-in capital	279,689	279,649
Accumulated deficit	(272,457)	(270,903)
Accumulated other comprehensive loss	(43)	(78)
Total stockholders’ equity	2,239	3,718
Total liabilities and stockholders’ equity	$ 78,709	$ 33,817

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) shares in Thousands, $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Allowance for doubtful accounts (in Dollars)	$ 141	$ 145
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	6,676	6,674
Common stock, shares outstanding	6,292	6,290
Treasury stock, shares	384	384

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Revenues:
Cloud revenue	$ 3,862	$ 3,371
Hardware revenue	693	585
Maintenance and support revenue	1,239	1,566
On premise software license revenue	140	166
Professional services revenue	788	644
Total revenues	6,722	6,332
Cost of Sales	1,730	1,652
Gross margin	4,992	4,680
Operating expenses
Selling, general and administrative	4,327	3,449
Research and development	811	738
Amortization of intangible assets	377	505
Total operating expenses	5,515	4,692
Loss from operations	(523)	(12)
Other income (loss)
Interest income	10	0
Loss on debt refinancing	0	(110)
Foreign currency gain (loss)	1	(11)
Interest expense and other	(292)	(282)
Interest expense - amortization of original issue discount (OID)	0	(8)
Acquisition costs	(706)	0
Total other loss	(987)	(411)
Loss from operations before income taxes	(1,510)	(423)
Income tax provision	(44)	(60)
Net loss	(1,554)	(483)
Other comprehensive income (loss):
Foreign currency translation gain	35	6
Other comprehensive loss	$ (1,519)	$ (477)
Basic and diluted net loss per share
Basic (in Dollars per share)	$ (0.25)	$ (0.08)
Diluted (in Dollars per share)	$ (0.25)	$ (0.08)
Weighted average basic and diluted shares
Basic (in Shares)	6,290,000	6,055,000
Diluted (in Shares)	6,290,000	6,055,000

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (1,554)	$ (483)
Adjustments to reconcile net loss to net cash provided by operations:
Depreciation and amortization	716	785
Provision for doubtful accounts	10	15
Share-based compensation	39	37
Other	0	8
Changes in operating assets and liabilities:
Accounts and note receivable	723	401
Inventory	150	(93)
Prepaid expenses and other assets	187	(195)
Accounts payable	(798)	648
Accrued expenses and other long-term obligations	(748)	(65)
Deferred revenue	637	(512)
Net cash provided by operating activities	(638)	546
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions net of cash acquired	(12,000)	0
Purchases of property and equipment	(5)	(658)
Disposals of property and equipment	0	26
Collection of note receivable	(11)	0
Net change in funds held for clients	(12,189)	0
Net cash used in investing activities	(24,205)	(632)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable	12,500	1,000
Payments on notes payable	0	(887)
Payments on amendment of senior notes payable	0	(75)
Debt financing fees	(438)	0
Payments on capital leases	(53)	(51)
Net proceeds from exercise of stock options	3	42
Net change in client fund obligations	12,189	0
Net cash provided by financing activities	24,201	29
Effect of foreign exchange rates	37	11
Net decrease in cash and cash equivalents	(605)	(46)
Cash and cash equivalents at beginning of period	1,158	320
Cash and cash equivalents at end of period	553	274
Cash paid for:
Interest	22	197
Non-cash Investing and Financing Activities:
Subordinated Notes Payable- Mangrove acquisition	$ 6,000	$ 0

NOTE 1 - THE COMPANY AND BASIS

NOTE 1 - THE COMPANY AND BASIS OF PRESENTATION	3 Months Ended
	Mar. 31, 2016
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 Agile Workplace 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 March 31, 2016 and December 31, 2015, the results of operations for the three months ended March 31, 2016 and 2015, and the cash flows for the three months ended March 31, 2016 and 2015. 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, 2015. 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	3 Months Ended
	Mar. 31, 2016
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 March 31, 2016, Asure’s principal sources of liquidity consisted of approximately $553 of cash and cash equivalents, future cash generated from operations and $3,000 available for borrowing under our Wells Fargo revolver discussed in Note 6 – Notes Payable. 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 FASB issued FASB ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” which supersedes the revenue recognition requirements in ASC 605, “ Revenue Recognition”. The core principle of ASU 2014-09 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 guidance provides a five-step process to achieve that core principle. ASU 2014-09 requires disclosures enabling users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. Additionally, qualitative and quantitative disclosures are required about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. In August 2015, the FASB issued FASB ASU No. 2015-14, “ Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date”, which deferred the effective date of ASU 2014-09 by one year. ASU 2014-09 is now effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, using one of two retrospective application methods. Early application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. In March 2016, the FASB issued FASB ASU No. 2016-08, “ Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)”. ASU 2016-08 clarifies the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued ASU No. 2016-10, “Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing.” ASU 2016-10 clarifies the implementation guidance in Topic 606 for identifying performance obligations and determining when to recognize revenue on licensing agreements for intellectual property. In May 2016, the FASB issued ASU No. 2016-11, “Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting.” ASU 2016-11 rescinds certain SEC staff comments previously made in regard to these ASU’s. We are currently evaluating the effect that the adoption of ASU 2014-09, ASU 2015-14, ASU 2016-08, ASU 2016- 10 and ASU 2016-11 will have on our consolidated financial statements. In August 2014, the FASB issued ASU 2014-15, “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern,” which requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern (meet its obligations as they become due) within one year after the date that the financial statements are issued. If conditions or events raise substantial doubt about the entity’s ability to continue as a going concern, certain disclosures are required. This ASU is effective for annual reporting periods ending after December 15, 2016, and interim reporting periods thereafter. We adopted the provisions of ASU 2014-15 on January 1, 2016. This adoption did not have any impact on our consolidated financial statements. In April 2015, the FASB issued ASU 2015-03,” Interest — Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs”. This ASU requires reporting entities to record costs paid to third parties that are directly related to issuing debt, and that otherwise would not be incurred, as a deduction to the corresponding debt for presentation purposes. In addition, in August 2015, FASB issued ASU 2015-15, “Interest — Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements-Amendments to SEC Paragraphs Pursuant to Staff Announcement at the June 18, 2015 Emerging Issues Task Force ("EITF") Meeting”. Given the absence of authoritative guidance within ASU 2015-03 for debt issuance costs related to line-of-credit arrangements, ASU 2015-15 states the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The provisions of each ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity should apply each amendment retrospectively. We adopted ASU 2015-03 on January 1, 2016 for debt issuance costs on our term loan, on a retrospective basis. The impact of adopting ASU 2015-03 on our current period condensed consolidated financial statements was the classification of all deferred financing costs as a deduction to the corresponding debt in addition to the reclassification of deferred financing costs in other current and long term assets to short and long term notes payable as of December 31, 2015, within the condensed consolidated balance sheets to conform to the current period presentation. Other than these reclassifications and additional disclosures, the adoption of ASU 2015-03 did not have an impact on our consolidated financial position, results of operations or cash flows. In July 2015, the FASB issued ASU 2015-11, “Simplifying the Measurement of Inventory”. Inventory within the scope of this update is required to be measured at the lower of its cost or net realizable value, with net realizable value being the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. This ASU is effective prospectively for fiscal years and interim periods beginning after December 15, 2016, with early adoption permitted. We are currently assessing the impact of adopting this standards update on our consolidated financial statements. 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 adopted the provisions of ASU 2015-16 on January 1, 2016. The adoption did not have a material impact on our results of operations or financial position. In November 2015, the FASB issued ASU No. 2015-17, Income Taxes: Balance Sheet Classification of Deferred Taxes, to require that deferred tax liabilities and assets be classified entirely as non-current. This amended guidance is effective for fiscal years beginning after December 15, 2016, including interim periods within those years. Early adoption is permitted, and the In February 2016, the FASB issued 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 asset representing its right to use the underlying asset for the lease term. We will be required to adopt the new standard in the first quarter of 2019. We are currently evaluating the impact this new standard will have on our consolidated financial statements. CONTINGENCIES 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 March 31, 2016, we were not party to any pending legal proceedings.

NOTE 3 - FAIR VALUE MEASUREMENT

NOTE 3 - FAIR VALUE MEASUREMENTS	3 Months Ended
	Mar. 31, 2016
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 March 31, 2016 and December 31, 2015, respectively: Fair Value Measure at March 31, 2016 Total Quoted Significant Carrying Prices Other Significant Value at in Active Observable Unobservable March 31, Market Inputs Inputs Description 2016 (Level 1) (Level 2) (Level 3) Assets: Cash and cash equivalents $ 553 $ 553 $ - $ - Total $ 553 $ 553 $ - $ - Liabilities: Contingent consideration $ 173 $ - $ - $ 173 Total $ 173 $ - $ 173 Fair Value Measure at December 31, 2015 Total Quoted Significant Carrying Prices Other Significant Value at in Active Observable Unobservable December 31, Market Inputs Inputs Description 2015 (Level 1) (Level 2) (Level 3) Assets: Cash and cash equivalents $ 1,158 $ 1,158 $ - $ - Total $ 1,158 $ 1,158 $ - $ - Liabilities: Contingent consideration $ 173 $ - $ - $ 173 Total $ 173 $ - $ - $ 173 The following summarizes quantitative information about 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 Statements of Comprehensive Loss. 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. The Company has retained a third party expert to assist in determining the value of the contingent consideration. The valuation of contingent consideration for the FotoPunch acquisition is based on a Monte Carlo simulation model for fiscal 2016 to 2018, with fiscal 2016 being a partial year from January 1, 2016 to June 30, 2016. Management provided revenue projections (unobservable input) of $650, $2,203 and $3,925 for fiscal 2016 (partial year), fiscal 2017 and fiscal 2018, respectively. The fair value of this valuation is estimated on a quarterly basis through a collaborative effort by the Company's sales, marketing and finance departments. Significant The following table summarizes the changes in our contingent consideration: Balance at December 31, 2015 $ 173 Change in fair value of contingent consideration - Balance at March 31, 2016 $ 173 Funds held for clients Funds held for clients represent assets that, based upon the Company's intent, are restricted for use solely for the purposes of satisfying the obligations to remit funds relating to the Company’s payroll and payroll tax filing services, which are classified as client funds obligations on our Condensed Consolidated Balance Sheets. Funds held for clients are held in demand deposit accounts at major financial institutions and are classified as a current asset on our Condensed Consolidated Balance Sheets since these funds are held solely for the purposes of satisfying the client fund obligations. Client fund obligations represent the Company's contractual obligations to remit funds to satisfy clients' payroll and tax payment obligations and are recorded on the Condensed Consolidated Balance Sheets at the time that the Company impounds funds from clients. The client fund obligations represent liabilities that will be repaid within one year of the balance sheet date. The Company has reported client fund obligations as a current liability on the Condensed Consolidated Balance Sheets totaling $28,608 and $0 as of March 31, 2016 and December 31, 2015, respectively. The Company has classified funds held for clients as a current asset since these funds are held solely for the purposes of satisfying the client funds obligations. The Company has reported the cash flows related to the purchases of corporate and client funds marketable securities and related to the proceeds from the sales and maturities of corporate and client funds marketable securities on a gross basis in the investing section of the Condensed Statements of Consolidated Cash Flows. The Company has reported the cash inflows and outflows related to client fund investments with original maturities of ninety days or less on a net basis within the net increase in restricted cash and cash equivalents and other restricted assets held to satisfy client fund obligations in the investing section of the Statements of Consolidated Cash Flows. The Company has reported the cash flows related to the cash received from and paid on behalf of clients on a net basis within net increase in client funds obligations in the financing activities section of the Condensed Statements of Consolidated Cash Flows.

NOTE 4 - ACQUISITIONS

NOTE 4 - ACQUISITIONS	3 Months Ended
	Mar. 31, 2016
Disclosure Text Block Supplement [Abstract]
Mergers, Acquisitions and Dispositions Disclosures [Text Block]	NOTE 4 – ACQUISITIONS 2016 Acquisition Through the stock and asset purchases described below, we have entered into the human resource management, payroll processing and benefits administration services businesses, which we intend to integrate into our existing AsureForce® product line. Stock Purchase Agreement In March 2016, we acquired all of the issued and outstanding shares of common stock (the “Shares”) of Mangrove Employer Services, Inc. of Tampa, Florida (“Mangrove”). Pursuant to this stock purchase, we acquired the payroll division of Mangrove, which is engaged in the human resource management and payroll processing businesses. The aggregate consideration for the Shares consisted of (i) $11,348 in cash, a portion of which was used to pay certain obligations of Mangrove and (ii) a secured subordinated promissory note (the “Note”) in the principal amount of $6,000, subject to adjustment as provided in the Stock Purchase Agreement. We funded the cash payment with proceeds from our credit agreement with Wells Fargo. The Note bears interest at an annual rate of 3.50% and matures in March 2018, with the first installment of principal due in March 2017 and the second installment of principal due in March 2018. The Stock Purchase Agreement contains certain customary representations, warranties, indemnities and covenants. Details regarding the financing of the acquisition are described in the below Notes Payable table. Transaction costs for this acquisition were $706 and we expensed them as incurred. The acquisition costs are included in other income(loss) in the Condensed Consolidated Income Statement for three months ended March 31, 2016. Asset Purchase Agreement In March 2016, we also acquired substantially all the assets of Mangrove COBRAsource Inc., a benefits administration services business which then was a wholly owned subsidiary of Mangrove. The aggregate consideration for the assets was $1,036, which Mangrove COBRAsource applied to pay off certain loan balances. The Asset Purchase Agreement contains certain customary representations, warranties, indemnities and covenants. Following is the purchase price allocation for the acquisition of Mangrove. We recorded the transaction using the acquisition method of accounting and recognized assets and liabilities assumed at their fair value as of the date of acquisition. The $8,700 of intangible assets subject to amortization consist of $1,200 allocated to Customer Relationships, $6,900 in Developed Technology and $600 for Trade Names. We estimated the fair value of the Customer Relationships and Developed Technology using the excess earnings method, a form of the income approach. We discounted cash flow projections using a rate of 18.1%, which reflects the risk associated with the intangible asset related to the other assets and the overall business operations to us. We estimated the fair value of the Trade Names using the relief from royalty method based upon a 1.2% royalty rate for the payroll division and 0.5% for the benefits administration services business. The Company believes significant synergies are expected to arise from this strategic acquisition. This factor contributed to a purchase price that was in excess of the fair value of the net assets acquired and, as a result, the Company recorded goodwill. A portion of acquired goodwill will be deductible for tax purposes. We based the allocations on fair values at the date of acquisition: Amount Assets acquired Accounts receivable $ 523 Funds held for clients 16,419 Fixed assets 258 Other assets 28 Goodwill 9,123 Intangibles 8,700 Total assets acquired $ 35,051 Liabilities assumed Accounts payable 64 Accrued other liabilities 568 Client fund obligations 16,419 Total liabilities assumed $ 17,051 Net assets acquired $ 18,000 Unaudited Pro Forma Financial Information The following unaudited summary of pro forma combined results of operation for the three months ended March 31, 2016 and 2015 gives effect to the acquisition of Mangrove and the acquisition of assets of COBRAsource as if we had completed them on January 1, 2015. This pro forma summary does not reflect any operating efficiencies, cost savings or revenue enhancements that we may achieve by combining operations. In addition, we have not reflected certain non-recurring expenses, such as legal expenses and other transactions expenses for the first 12 months after the acquisition, in the pro forma summary. We present this pro forma summary for informational purposes only and it is not necessarily indicative of what our actual results of operations would have been had the acquisitions taken place as January 1, 2015, nor is it indicative of future consolidated results of operations. FOR THE THREE MONTHS ENDED FOR THE THREE MONTHS ENDED MARCH 31, MARCH 31, 2016 2015 Revenues $ 8,850 $ 8,416 Net (loss) $ (782 ) $ (707 ) Net (loss) per common share: Basic and diluted $ (0.12 ) (0.12 ) Weighted average shares outstanding: Basic and diluted 6,290 6,055

NOTE 5 - GOODWILL AND OTHER INT

NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS	3 Months Ended
	Mar. 31, 2016
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, 2015 $ 17,436 Goodwill recognized upon acquisition of Mangrove 9,123 Foreign exchange adjustments to goodwill (3 ) Balance at March 31, 2016 $ 26,556 The gross carrying amount and accumulated amortization of our intangible assets as of March 31, 2016 and December 31, 2015 are as follows: March 31, 2016 Intangible Asset Weighted Average Amortization Period (in Years) Gross Accumulated Amortization Net Developed Technology 12.7 $ 10,915 $ (2,351 ) $ 8,564 Customer Relationships 7.3 14,011 (9,264 ) 4,747 Reseller Relationships 7 853 (548 ) 305 Trade Names 14.5 1,294 (672 ) 622 Covenant not-to-compete 2 229 (225 ) 4 14.6 $ 27,302 $ (13,060 ) $ 14,242 December 31, 2015 Intangible Asset Weighted Average Amortization Period (in Years) Gross Accumulated Amortization Net Developed Technology 7.6 $ 4,015 $ (2,208 ) $ 1,807 Customer Relationships 7.2 12,811 (8,959 ) 3,852 Reseller Relationships 7 853 (518 ) 335 Trade Names 5 694 (669 ) 25 Covenant not-to-compete 2 229 (222 ) 7 7.3 $ 18,602 $ (12,576 ) $ 6,026 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 March 31, 2016 and 2015 were $377 and $505, respectively, included in Operating Expenses. Amortization expenses recorded in Cost of Sales were $107 and $106 for the three months ended March 31, 2016 and 2015, respectively. The following table summarizes the future estimated amortization expense relating to our intangible assets as of March 31, 2016: Calendar Years 2016 $ 1,698 2017 2,245 2018 1,897 2019 1,262 2020 698 Thereafter 6,442 $ 14,242

NOTE 6 - NOTES PAYABLE

NOTE 6 - NOTES PAYABLE	3 Months Ended
	Mar. 31, 2016
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 March 31, 2016 Balance as of December 31, 2015 Subordinated Notes Payable- Mangrove acquisition 3/18/2018 3.50 % 6,000 - Term Loan - Wells Fargo 3/31/2019 5.00 % 26,188 13,687 Total Notes Payable $ 32,188 $ 13,687 Short-term notes payable $ 4,964 $ 1,031 Long-term notes payable $ 27,224 $ 12,656 The following table summarizes the future principal payments related to our outstanding debt: Year Ended Gross Amount December 31, 2016 $ 1,473 December 31, 2017 5,455 December 31, 2018 5,619 December 31, 2019 19,641 Gross Notes Payable $ 32,188 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. As of March 31, 2016, $0 was outstanding and $3,000 was available for borrowing under the revolver. 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 prior to the amendment effective November 11, 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 through March 31, 2016. 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 judgements and settlements. As of March 31, 2016, 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. We amended our Credit Agreement with Wells Fargo Bank, N.A., in March 2016. Under this amendment, we expanded our overall credit facility by $12,500 to $29,188. The amendment changes the applicable margin rates for determining the interest rate payable on the loan as follows: Total Leverage Ratio Base Rate Margin LIBOR Rate Margin ≤ 2.75:1 3.50 % 4.50 % > 2.75:1 but ≤ 3.25:1 4.00 % 5.00 % ≥ 3.25:1 4.50 % 5.50 % The March 2016 amendment also amends our leverage ratio requirements under the Credit Agreement. We have now agreed to a leverage ratio not to exceed 5.00:1 at March 31, 2016, stepping down to 2.25:1 at December 31, 2018. 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 March 31, 2016, we were in compliance with all covenants and all payments remain current. We expect to be in compliance or be able to obtain compliance through debt repayments with the available cash on hand or as we expect to be generated from ordinary course of operations over the next twelve months. 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. Subordinated Notes Payable: Mangrove Acquisition Note In March 2016, we acquired all of the issued and outstanding shares of common stock (the “Shares”) of Mangrove. Pursuant to this stock purchase, we acquired the payroll division of Mangrove, which is engaged in the human resource management and payroll processing businesses. The aggregate consideration for the Shares consisted of (i) $11,348 in cash, a portion of which was used to pay certain obligations of Mangrove and (ii) a secured subordinated promissory note (the “Note”) in the principal amount of $6,000, subject to adjustment as provided in the Stock Purchase Agreement. We funded the cash payment with proceeds from our credit agreement with Wells Fargo. The Note bears interest at an annual rate of 3.50% and matures in March 2018, with the first installment of principal of $3,000 due in March 2017 and the second installment of principal of $3,000 due in March 2018.

NOTE 7 - SHARE BASED COMPENSATI

NOTE 7 - SHARE BASED COMPENSATION	3 Months Ended
	Mar. 31, 2016
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 March 31, 2016 and 2015 were $39 and $37, respectively. We issued 1,500 shares of common stock related to exercises of stock options granted from our Stock Option Plan for the three months ended March 31, 2016 and 9,700 for the three months ended March 31, 2015, 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 546,000 options granted and outstanding pursuant to the 2009 Plan as of March 31, 2016.

NOTE 8 - OTHER COMPREHENSIVE LO

NOTE 8 - OTHER COMPREHENSIVE LOSS	3 Months Ended
	Mar. 31, 2016
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, 2015 $ (78 ) $ (78 ) Other comprehensive loss before reclassifications 35 35 Amounts reclassified from accumulated other comprehensive income (loss) — — Net current-period other comprehensive loss 35 35 Ending balance, March 31, 2016 $ (43 ) $ (43 ) The following table presents the tax benefit (expense) allocated to each component of other comprehensive income (loss): Three Months Ended March 31, 2016 Before Tax Tax Benefit Net of Tax Foreign currency translation adjustments $ 35 $ — $ 35 Other comprehensive loss $ 35 $ — $ 35

NOTE 9 - NET LOSS PER SHARE

NOTE 9 - NET LOSS PER SHARE	3 Months Ended
	Mar. 31, 2016
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 546,000 and 971,000 shares as of March 31, 2016 and 2015, 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 months ended March 31, 2016 and 2015: Three Months Three Months Ended March 31, Ended March 31, 2016 2015 Net loss $ (1,554 ) $ (483 ) Weighted-average shares of common stock outstanding 6,290,000 6,055,000 Basic and diluted net loss per share $ (0.25 ) $ (0.08 )

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	3 Months Ended
	Mar. 31, 2016
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.
Liquidity Disclosure [Policy Text Block]	LIQUIDITY As of March 31, 2016, Asure’s principal sources of liquidity consisted of approximately $553 of cash and cash equivalents, future cash generated from operations and $3,000 available for borrowing under our Wells Fargo revolver discussed in Note 6 – Notes Payable. 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 FASB issued FASB ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” which supersedes the revenue recognition requirements in ASC 605, “ Revenue Recognition”. The core principle of ASU 2014-09 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 guidance provides a five-step process to achieve that core principle. ASU 2014-09 requires disclosures enabling users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. Additionally, qualitative and quantitative disclosures are required about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. In August 2015, the FASB issued FASB ASU No. 2015-14, “ Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date”, which deferred the effective date of ASU 2014-09 by one year. ASU 2014-09 is now effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, using one of two retrospective application methods. Early application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. In March 2016, the FASB issued FASB ASU No. 2016-08, “ Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)”. ASU 2016-08 clarifies the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued ASU No. 2016-10, “Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing.” ASU 2016-10 clarifies the implementation guidance in Topic 606 for identifying performance obligations and determining when to recognize revenue on licensing agreements for intellectual property. In May 2016, the FASB issued ASU No. 2016-11, “Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting.” ASU 2016-11 rescinds certain SEC staff comments previously made in regard to these ASU’s. We are currently evaluating the effect that the adoption of ASU 2014-09, ASU 2015-14, ASU 2016-08, ASU 2016- 10 and ASU 2016-11 will have on our consolidated financial statements. In August 2014, the FASB issued ASU 2014-15, “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern,” which requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern (meet its obligations as they become due) within one year after the date that the financial statements are issued. If conditions or events raise substantial doubt about the entity’s ability to continue as a going concern, certain disclosures are required. This ASU is effective for annual reporting periods ending after December 15, 2016, and interim reporting periods thereafter. We adopted the provisions of ASU 2014-15 on January 1, 2016. This adoption did not have any impact on our consolidated financial statements. In April 2015, the FASB issued ASU 2015-03,” Interest — Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs”. This ASU requires reporting entities to record costs paid to third parties that are directly related to issuing debt, and that otherwise would not be incurred, as a deduction to the corresponding debt for presentation purposes. In addition, in August 2015, FASB issued ASU 2015-15, “Interest — Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements-Amendments to SEC Paragraphs Pursuant to Staff Announcement at the June 18, 2015 Emerging Issues Task Force ("EITF") Meeting”. Given the absence of authoritative guidance within ASU 2015-03 for debt issuance costs related to line-of-credit arrangements, ASU 2015-15 states the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The provisions of each ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity should apply each amendment retrospectively. We adopted ASU 2015-03 on January 1, 2016 for debt issuance costs on our term loan, on a retrospective basis. The impact of adopting ASU 2015-03 on our current period condensed consolidated financial statements was the classification of all deferred financing costs as a deduction to the corresponding debt in addition to the reclassification of deferred financing costs in other current and long term assets to short and long term notes payable as of December 31, 2015, within the condensed consolidated balance sheets to conform to the current period presentation. Other than these reclassifications and additional disclosures, the adoption of ASU 2015-03 did not have an impact on our consolidated financial position, results of operations or cash flows. In July 2015, the FASB issued ASU 2015-11, “Simplifying the Measurement of Inventory”. Inventory within the scope of this update is required to be measured at the lower of its cost or net realizable value, with net realizable value being the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. This ASU is effective prospectively for fiscal years and interim periods beginning after December 15, 2016, with early adoption permitted. We are currently assessing the impact of adopting this standards update on our consolidated financial statements. 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 adopted the provisions of ASU 2015-16 on January 1, 2016. The adoption did not have a material impact on our results of operations or financial position. In November 2015, the FASB issued ASU No. 2015-17, Income Taxes: Balance Sheet Classification of Deferred Taxes, to require that deferred tax liabilities and assets be classified entirely as non-current. This amended guidance is effective for fiscal years beginning after December 15, 2016, including interim periods within those years. Early adoption is permitted, and the In February 2016, the FASB issued 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 asset representing its right to use the underlying asset for the lease term. We will be required to adopt the new standard in the first quarter of 2019. We are currently evaluating the impact this new standard will have on our consolidated financial statements.
Commitments and Contingencies, Policy [Policy Text Block]	CONTINGENCIES 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 March 31, 2016, we were not party to any pending legal proceedings.

NOTE 3 - FAIR VALUE MEASUREME16

NOTE 3 - FAIR VALUE MEASUREMENTS (Tables)	3 Months Ended
	Mar. 31, 2016
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 March 31, 2016 and December 31, 2015, respectively: Fair Value Measure at March 31, 2016 Total Quoted Significant Carrying Prices Other Significant Value at in Active Observable Unobservable March 31, Market Inputs Inputs Description 2016 (Level 1) (Level 2) (Level 3) Assets: Cash and cash equivalents $ 553 $ 553 $ - $ - Total $ 553 $ 553 $ - $ - Liabilities: Contingent consideration $ 173 $ - $ - $ 173 Total $ 173 $ - $ 173 Fair Value Measure at December 31, 2015 Total Quoted Significant Carrying Prices Other Significant Value at in Active Observable Unobservable December 31, Market Inputs Inputs Description 2015 (Level 1) (Level 2) (Level 3) Assets: Cash and cash equivalents $ 1,158 $ 1,158 $ - $ - Total $ 1,158 $ 1,158 $ - $ - Liabilities: Contingent consideration $ 173 $ - $ - $ 173 Total $ 173 $ - $ - $ 173
Schedule of Business Acquisitions by Acquisition, Contingent Consideration [Table Text Block]	The following table summarizes the changes in our contingent consideration: Balance at December 31, 2015 $ 173 Change in fair value of contingent consideration - Balance at March 31, 2016 $ 173

NOTE 4 - ACQUISITIONS (Tables)

NOTE 4 - ACQUISITIONS (Tables) - Mangrove COBRASource, Inc. [Member]	3 Months Ended
	Mar. 31, 2016
NOTE 4 - ACQUISITIONS (Tables) [Line Items]
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]	We based the allocations on fair values at the date of acquisition: Amount Assets acquired Accounts receivable $ 523 Funds held for clients 16,419 Fixed assets 258 Other assets 28 Goodwill 9,123 Intangibles 8,700 Total assets acquired $ 35,051 Liabilities assumed Accounts payable 64 Accrued other liabilities 568 Client fund obligations 16,419 Total liabilities assumed $ 17,051 Net assets acquired $ 18,000
Business Acquisition, Pro Forma Information [Table Text Block]	The following unaudited summary of pro forma combined results of operation for the three months ended March 31, 2016 and 2015 gives effect to the acquisition of Mangrove and the acquisition of assets of COBRAsource as if we had completed them on January 1, 2015. This pro forma summary does not reflect any operating efficiencies, cost savings or revenue enhancements that we may achieve by combining operations. In addition, we have not reflected certain non-recurring expenses, such as legal expenses and other transactions expenses for the first 12 months after the acquisition, in the pro forma summary. We present this pro forma summary for informational purposes only and it is not necessarily indicative of what our actual results of operations would have been had the acquisitions taken place as January 1, 2015, nor is it indicative of future consolidated results of operations. FOR THE THREE MONTHS ENDED FOR THE THREE MONTHS ENDED MARCH 31, MARCH 31, 2016 2015 Revenues $ 8,850 $ 8,416 Net (loss) $ (782 ) $ (707 ) Net (loss) per common share: Basic and diluted $ (0.12 ) (0.12 ) Weighted average shares outstanding: Basic and diluted 6,290 6,055

NOTE 5 - GOODWILL AND OTHER I18

NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)	3 Months Ended
	Mar. 31, 2016
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, 2015 $ 17,436 Goodwill recognized upon acquisition of Mangrove 9,123 Foreign exchange adjustments to goodwill (3 ) Balance at March 31, 2016 $ 26,556
Schedule of Finite-Lived Intangible Assets [Table Text Block]	The gross carrying amount and accumulated amortization of our intangible assets as of March 31, 2016 and December 31, 2015 are as follows: March 31, 2016 Intangible Asset Weighted Average Amortization Period (in Years) Gross Accumulated Amortization Net Developed Technology 12.7 $ 10,915 $ (2,351 ) $ 8,564 Customer Relationships 7.3 14,011 (9,264 ) 4,747 Reseller Relationships 7 853 (548 ) 305 Trade Names 14.5 1,294 (672 ) 622 Covenant not-to-compete 2 229 (225 ) 4 14.6 $ 27,302 $ (13,060 ) $ 14,242 December 31, 2015 Intangible Asset Weighted Average Amortization Period (in Years) Gross Accumulated Amortization Net Developed Technology 7.6 $ 4,015 $ (2,208 ) $ 1,807 Customer Relationships 7.2 12,811 (8,959 ) 3,852 Reseller Relationships 7 853 (518 ) 335 Trade Names 5 694 (669 ) 25 Covenant not-to-compete 2 229 (222 ) 7 7.3 $ 18,602 $ (12,576 ) $ 6,026
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 as of March 31, 2016: Calendar Years 2016 $ 1,698 2017 2,245 2018 1,897 2019 1,262 2020 698 Thereafter 6,442 $ 14,242

NOTE 6 - NOTES PAYABLE (Tables)

NOTE 6 - NOTES PAYABLE (Tables)	3 Months Ended
	Mar. 31, 2016
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 March 31, 2016 Balance as of December 31, 2015 Subordinated Notes Payable- Mangrove acquisition 3/18/2018 3.50 % 6,000 - Term Loan - Wells Fargo 3/31/2019 5.00 % 26,188 13,687 Total Notes Payable $ 32,188 $ 13,687 Short-term notes payable $ 4,964 $ 1,031 Long-term notes payable $ 27,224 $ 12,656
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, 2016 $ 1,473 December 31, 2017 5,455 December 31, 2018 5,619 December 31, 2019 19,641 Gross Notes Payable $ 32,188
Schedule of Long-term Debt Instruments [Table Text Block]	As discussed below, the Credit Agreement was amended in November 2015. See table below of applicable margin rates as of November 11, 2015 through March 31, 2016. 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 % Total Leverage Ratio Base Rate Margin LIBOR Rate Margin ≤ 2.75:1 3.50 % 4.50 % > 2.75:1 but ≤ 3.25:1 4.00 % 5.00 % ≥ 3.25:1 4.50 % 5.50 %

NOTE 8 - OTHER COMPREHENSIVE 20

NOTE 8 - OTHER COMPREHENSIVE LOSS (Tables)	3 Months Ended
	Mar. 31, 2016
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, 2015 $ (78 ) $ (78 ) Other comprehensive loss before reclassifications 35 35 Amounts reclassified from accumulated other comprehensive income (loss) — — Net current-period other comprehensive loss 35 35 Ending balance, March 31, 2016 $ (43 ) $ (43 )
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 March 31, 2016 Before Tax Tax Benefit Net of Tax Foreign currency translation adjustments $ 35 $ — $ 35 Other comprehensive loss $ 35 $ — $ 35

NOTE 9 - NET LOSS PER SHARE (Ta

NOTE 9 - NET LOSS PER SHARE (Tables)	3 Months Ended
	Mar. 31, 2016
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 months ended March 31, 2016 and 2015: Three Months Three Months Ended March 31, Ended March 31, 2016 2015 Net loss $ (1,554 ) $ (483 ) Weighted-average shares of common stock outstanding 6,290,000 6,055,000 Basic and diluted net loss per share $ (0.25 ) $ (0.08 )

NOTE 2 - SIGNIFICANT ACCOUNTI22

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015	Mar. 31, 2015	Dec. 31, 2014
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items]
Cash and Cash Equivalents, at Carrying Value	$ 553	$ 1,158	$ 274	$ 320
Wells Fargo Bank, N.A. [Member] | Line of Credit [Member]
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items]
Line of Credit Facility, Remaining Borrowing Capacity	$ 3,000

NOTE 3 - FAIR VALUE MEASUREME23

NOTE 3 - FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended	12 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Jun. 30, 2016	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2015
NOTE 3 - FAIR VALUE MEASUREMENTS (Details) [Line Items]
Revenues	$ 6,722	$ 6,332
Client Fund Obligations, Current	$ 28,608					$ 0
Scenario, Forecast [Member]
NOTE 3 - FAIR VALUE MEASUREMENTS (Details) [Line Items]
Revenues			$ 650	$ 3,925	$ 2,203

NOTE 3 - FAIR VALUE MEASUREME24

NOTE 3 - FAIR VALUE MEASUREMENTS (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Assets:
Cash and Cash Equivalents	$ 553	$ 1,158
Total Assets	553	1,158
Liabilities:
Contingent consideration	173	173
Liabilities:
Total Liabilities	173	173
Fair Value, Inputs, Level 1 [Member]
Assets:
Cash and Cash Equivalents	553	1,158
Total Assets	553	1,158
Liabilities:
Contingent consideration	0	0
Liabilities:
Total Liabilities	0	0
Fair Value, Inputs, Level 2 [Member]
Assets:
Cash and Cash Equivalents	0	0
Total Assets	0	0
Liabilities:
Contingent consideration	0	0
Liabilities:
Total Liabilities	0	0
Fair Value, Inputs, Level 3 [Member]
Assets:
Cash and Cash Equivalents	0	0
Total Assets	0	0
Liabilities:
Contingent consideration	173	173
Liabilities:
Total Liabilities	$ 173	$ 173

NOTE 3 - FAIR VALUE MEASUREME25

NOTE 3 - FAIR VALUE MEASUREMENTS (Details) - Schedule of Business Acquisitions by Acquisition, Contingent Consideration - Fair Value, Inputs, Level 3 [Member] $ in Thousands	3 Months Ended
	Mar. 31, 2016USD ($)
Business Acquisition, Contingent Consideration [Line Items]
Contingent Consideration Balance	$ 173
Change in fair value of contingent consideration	0
Contingent Consideration Balance	$ 173

NOTE 4 - ACQUISITIONS (Details)

NOTE 4 - ACQUISITIONS (Details) $ in Thousands	1 Months Ended
	Mar. 31, 2016USD ($)
Mangrove Employer Services, Inc. [Member]
NOTE 4 - ACQUISITIONS (Details) [Line Items]
Payments to Acquire Businesses, Gross	$ 11,348
Debt Instrument, Face Amount	$ 6,000
Debt Instrument, Interest Rate, Stated Percentage	3.50%
Debt Instrument, Payment Terms	first installment of principal due in March 2017 and the second installment of principal due in March 2018
Debt Instrument, Maturity Date, Description	March 2,018
Business Acquisition, Transaction Costs	$ 706
Mangrove COBRASource, Inc. [Member]
NOTE 4 - ACQUISITIONS (Details) [Line Items]
Business Combination, Consideration Transferred	1,036
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill	8,700
Customer Relationships [Member] | Mangrove COBRASource, Inc. [Member]
NOTE 4 - ACQUISITIONS (Details) [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill	$ 1,200
Fair Value Inputs, Discount Rate	18.10%
Developed Technology Rights [Member] | Mangrove COBRASource, Inc. [Member]
NOTE 4 - ACQUISITIONS (Details) [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill	$ 6,900
Fair Value Inputs, Discount Rate	18.10%
Trade Names [Member] | Mangrove COBRASource, Inc. [Member]
NOTE 4 - ACQUISITIONS (Details) [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill	$ 600
Trade Names [Member] | Mangrove COBRASource, Inc. [Member] | Payroll Division [Member]
NOTE 4 - ACQUISITIONS (Details) [Line Items]
Fair Value Inputs, Discount Rate	1.20%
Trade Names [Member] | Mangrove COBRASource, Inc. [Member] | Benefits Administration Services [Member]
NOTE 4 - ACQUISITIONS (Details) [Line Items]
Fair Value Inputs, Discount Rate	0.50%

NOTE 4 - ACQUISITIONS (Details

NOTE 4 - ACQUISITIONS (Details) - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Assets acquired
Goodwill	$ 26,556	$ 17,436
Mangrove COBRASource, Inc. [Member]
Assets acquired
Accounts receivable	523
Funds held for clients	16,419
Fixed assets	258
Other assets	28
Goodwill	9,123
Intangibles	8,700
Total assets acquired	35,051
Liabilities assumed
Accounts payable	64
Accrued other liabilities	568
Client fund obligations	16,419
Total liabilities assumed	17,051
Net assets acquired	$ 18,000

NOTE 4 - ACQUISITIONS (Detai28

NOTE 4 - ACQUISITIONS (Details) - Schedule of Business Acquisition, Pro Forma Information - Mangrove COBRASource, Inc. [Member] - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
NOTE 4 - ACQUISITIONS (Details) - Schedule of Business Acquisition, Pro Forma Information [Line Items]
Revenues	$ 8,850	$ 8,416
Net (loss)	$ (782)	$ (707)
Net (loss) per common share:
Basic and diluted (in Dollars per share)	$ (0.12)	$ (0.12)
Weighted average shares outstanding:
Basic and diluted (in Shares)	6,290	6,055

NOTE 5 - GOODWILL AND OTHER I29

NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS (Details) [Line Items]
Finite-Lived Intangible Assets, Amortization Method	straight-line method
Amortization of Intangible Assets	$ 377	$ 505
Cost of Goods Sold, Amortization	$ 107	$ 106
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 I30

NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS (Details) - Schedule of Goodwill $ in Thousands	3 Months Ended
	Mar. 31, 2016USD ($)
Goodwill [Line Items]
Goodwill, Balance	$ 17,436
Foreign exchange adjustments to goodwill	(3)
Goodwill, Balance	26,556
Mangrove COBRASource, Inc. [Member]
Goodwill [Line Items]
Goodwill recognized upon acquisition of Mangrove	9,123
Goodwill, Balance	$ 9,123

NOTE 5 - GOODWILL AND OTHER I31

NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS (Details) - Schedule of Intangible Assets - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2016	Dec. 31, 2015
Finite-Lived Intangible Assets [Line Items]
Weighted Average Amortization Period	14 years 219 days	7 years 109 days
Intangible Asset, Gross	$ 27,302	$ 18,602
Accumulated Amortization	(13,060)	(12,576)
Intangible Asset, Net	$ 14,242	$ 6,026
Developed Technology Rights [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted Average Amortization Period	12 years 255 days	7 years 219 days
Intangible Asset, Gross	$ 10,915	$ 4,015
Accumulated Amortization	(2,351)	(2,208)
Intangible Asset, Net	$ 8,564	$ 1,807
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted Average Amortization Period	7 years 109 days	7 years 73 days
Intangible Asset, Gross	$ 14,011	$ 12,811
Accumulated Amortization	(9,264)	(8,959)
Intangible Asset, Net	$ 4,747	$ 3,852
Reseller Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted Average Amortization Period	7 years	7 years
Intangible Asset, Gross	$ 853	$ 853
Accumulated Amortization	(548)	(518)
Intangible Asset, Net	$ 305	$ 335
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted Average Amortization Period	14 years 6 months	5 years
Intangible Asset, Gross	$ 1,294	$ 694
Accumulated Amortization	(672)	(669)
Intangible Asset, Net	$ 622	$ 25
Noncompete Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted Average Amortization Period	2 years	2 years
Intangible Asset, Gross	$ 229	$ 229
Accumulated Amortization	(225)	(222)
Intangible Asset, Net	$ 4	$ 7

NOTE 5 - GOODWILL AND OTHER I32

NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS (Details) - Schedule of Expected Amortization Expense - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Schedule of Expected Amortization Expense [Abstract]
2,016	$ 1,698
2,017	2,245
2,018	1,897
2,019	1,262
2,020	698
Thereafter	6,442
	$ 14,242	$ 6,026

NOTE 6 - NOTES PAYABLE (Details

NOTE 6 - NOTES PAYABLE (Details) - USD ($) $ in Thousands	1 Months Ended		3 Months Ended
	Mar. 31, 2016	Mar. 31, 2014	Mar. 31, 2016
Wells Fargo Bank, N.A. [Member] | Notes Payable to Banks [Member]
NOTE 6 - NOTES PAYABLE (Details) [Line Items]
Debt Instrument, Face Amount		$ 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, Covenant Terms	We have now agreed to a leverage ratio not to exceed 5.00:1 at March 31, 2016, stepping down to 2.25:1 at December 31, 2018.
Debt Instrument, Interest Rate, Stated Percentage	5.00%		5.00%
Wells Fargo Bank, N.A. [Member] | Line of Credit [Member]
NOTE 6 - NOTES PAYABLE (Details) [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity		$ 3,000
Line of Credit Facility, Remaining Borrowing Capacity	$ 3,000		$ 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 judgements 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. 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.
Wells Fargo Bank, N.A. [Member] | Line of Credit [Member] | London Interbank Offered Rate (LIBOR) [Member]
NOTE 6 - NOTES PAYABLE (Details) [Line Items]
Debt Instrument, Basis Spread on Variable Rate		5.00%
Wells Fargo Bank, N.A. [Member] | Letter of Credit [Member] | Line of Credit [Member]
NOTE 6 - NOTES PAYABLE (Details) [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity		$ 10,000
Wells Fargo Bank, N.A. [Member] | Line of Credit [Member]
NOTE 6 - NOTES PAYABLE (Details) [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	29,188		$ 29,188
Line of Credit Facility, Increase (Decrease), Net	12,500
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 March 31, 2016, we were in compliance with all covenants and all payments remain current. We expect to be in compliance or be able to obtain compliance through debt repayments with the available cash on hand or as we expect to be generated from ordinary course of operations over the next twelve months.
Debt Instrument, Debt Default, Description of Violation or Event of Default		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.
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.
Roomtag, LLC Acquisition [Member] | Wells Fargo Bank, N.A. [Member] | Notes Payable to Banks [Member]
NOTE 6 - NOTES PAYABLE (Details) [Line Items]
Long-term Line of Credit	0		$ 0
Line of Credit Facility, Remaining Borrowing Capacity	3,000		3,000
Mangrove Employer Services, Inc. [Member]
NOTE 6 - NOTES PAYABLE (Details) [Line Items]
Debt Instrument, Face Amount	$ 6,000		$ 6,000
Debt Instrument, Maturity Date, Description	March 2,018
Debt Instrument, Payment Terms	first installment of principal due in March 2017 and the second installment of principal due in March 2018
Payments to Acquire Businesses, Gross	$ 11,348
Debt Instrument, Interest Rate, Stated Percentage	3.50%		3.50%
Mangrove Employer Services, Inc. [Member] | First Installment of Principal [Member]
NOTE 6 - NOTES PAYABLE (Details) [Line Items]
Debt Instrument, Periodic Payment	$ 3,000
Mangrove Employer Services, Inc. [Member] | Second Installment of Principal [Member]
NOTE 6 - NOTES PAYABLE (Details) [Line Items]
Debt Instrument, Periodic Payment	$ 3,000

NOTE 6 - NOTES PAYABLE (Detail

NOTE 6 - NOTES PAYABLE (Details) - Schedule of Debt - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Dec. 31, 2015
NOTE 6 - NOTES PAYABLE (Details) - Schedule of Debt [Line Items]
Balance	$ 32,188	$ 13,687
Short-term notes payable	4,964	1,031
Long-term notes payable	$ 27,224	12,656
Mangrove COBRASource, Inc. [Member] | Notes Payable, Other Payables [Member]
NOTE 6 - NOTES PAYABLE (Details) - Schedule of Debt [Line Items]
Maturity	Mar. 18, 2018
Stated Interest Rate	3.50%
Balance	$ 6,000	0
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	$ 26,188	$ 13,687

NOTE 6 - NOTES PAYABLE (Deta35

NOTE 6 - NOTES PAYABLE (Details) - Schedule of Maturities of Long-term Debt - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Schedule of Maturities of Long-term Debt [Abstract]
December 31, 2016	$ 1,473
December 31, 2017	5,455
December 31, 2018	5,619
December 31, 2019	19,641
Gross Notes Payable	$ 32,188	$ 13,687

NOTE 6 - NOTES PAYABLE (Deta36

NOTE 6 - NOTES PAYABLE (Details) - Schedule of Appicable Margin Rates	3 Months Ended
	Mar. 31, 2016
Base Rate [Member] | Leverage Ratio Greater Than 2.75 To 1.0 [Member]
Debt Instrument [Line Items]
Base Rate Margin	3.00%
LIBOR Rate Margin	3.00%
Base Rate [Member] | Leverage Ratio Less Than 2.75 To 1.0 But Greater Than 2.25 To 1 [Member]
Debt Instrument [Line Items]
Base Rate Margin	2.50%
LIBOR Rate Margin	2.50%
Base Rate [Member] | Leverage Ratio Less Than 2.25 To 1 [Member]
Debt Instrument [Line Items]
Base Rate Margin	2.00%
LIBOR Rate Margin	2.00%
Base Rate [Member] | Leverage Ratio Greater Than 3.25 to 1 [Member]
Debt Instrument [Line Items]
Base Rate Margin	3.50%
LIBOR Rate Margin	3.50%
Base Rate [Member] | Leverage Ration Less Than 3.25 to 1.0 But Greater Than 2.75 to 1.0 [Member]
Debt Instrument [Line Items]
Base Rate Margin	3.00%
LIBOR Rate Margin	3.00%
Base Rate [Member] | Leverage Ratio Less Than or Equal To 2.75 To 1 [Member]
Debt Instrument [Line Items]
Base Rate Margin	3.50%
LIBOR Rate Margin	3.50%
Base Rate [Member] | Leverage Ratio Greater Than 2.75 To 1 But Less Than or Equal To 3.25 To 1 [Member]
Debt Instrument [Line Items]
Base Rate Margin	4.00%
LIBOR Rate Margin	4.00%
Base Rate [Member] | Leverage Ratio Greater Than or Equal To 3.25 To 1 [Member]
Debt Instrument [Line Items]
Base Rate Margin	4.50%
LIBOR Rate Margin	4.50%
London Interbank Offered Rate (LIBOR) [Member] | Leverage Ratio Greater Than 2.75 To 1.0 [Member]
Debt Instrument [Line Items]
Base Rate Margin	4.00%
LIBOR Rate Margin	4.00%
London Interbank Offered Rate (LIBOR) [Member] | Leverage Ratio Less Than 2.75 To 1.0 But Greater Than 2.25 To 1 [Member]
Debt Instrument [Line Items]
Base Rate Margin	3.50%
LIBOR Rate Margin	3.50%
London Interbank Offered Rate (LIBOR) [Member] | Leverage Ratio Less Than 2.25 To 1 [Member]
Debt Instrument [Line Items]
Base Rate Margin	3.00%
LIBOR Rate Margin	3.00%
London Interbank Offered Rate (LIBOR) [Member] | Leverage Ratio Greater Than 3.25 to 1 [Member]
Debt Instrument [Line Items]
Base Rate Margin	4.50%
LIBOR Rate Margin	4.50%
London Interbank Offered Rate (LIBOR) [Member] | Leverage Ration Less Than 3.25 to 1.0 But Greater Than 2.75 to 1.0 [Member]
Debt Instrument [Line Items]
Base Rate Margin	4.00%
LIBOR Rate Margin	4.00%
London Interbank Offered Rate (LIBOR) [Member] | Leverage Ratio Less Than or Equal To 2.75 To 1 [Member]
Debt Instrument [Line Items]
Base Rate Margin	4.50%
LIBOR Rate Margin	4.50%
London Interbank Offered Rate (LIBOR) [Member] | Leverage Ratio Greater Than 2.75 To 1 But Less Than or Equal To 3.25 To 1 [Member]
Debt Instrument [Line Items]
Base Rate Margin	5.00%
LIBOR Rate Margin	5.00%
London Interbank Offered Rate (LIBOR) [Member] | Leverage Ratio Greater Than or Equal To 3.25 To 1 [Member]
Debt Instrument [Line Items]
Base Rate Margin	5.50%
LIBOR Rate Margin	5.50%

NOTE 7 - SHARE BASED COMPENSA37

NOTE 7 - SHARE BASED COMPENSATION (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2016USD ($)shares	Mar. 31, 2015USD ($)shares	Jun. 30, 2014shares	May. 31, 2014shares
NOTE 7 - SHARE BASED COMPENSATION (Details) [Line Items]
Share-based Compensation (in Dollars) | $	$ 39	$ 37
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period	1,500	9,700
2009 Equity Plan [Member]
NOTE 7 - SHARE BASED COMPENSATION (Details) [Line Items]
Active Equity Plans	1
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant			1,400,000	1,200,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	546,000
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 38

NOTE 8 - OTHER COMPREHENSIVE LOSS (Details) - Schedule of Accumulated Other Comprehensive Income (Loss) $ in Thousands	3 Months Ended
	Mar. 31, 2016USD ($)
Schedule of Accumulated Other Comprehensive Income (Loss) [Abstract]
Beginning balance, December 31, 2015	$ (78)
Beginning balance, December 31, 2015	(78)
Other comprehensive loss before reclassifications	35
Other comprehensive loss before reclassifications	35
Amounts reclassified from accumulated other comprehensive income (loss)	0
Amounts reclassified from accumulated other comprehensive income (loss)	0
Net current-period other comprehensive loss	35
Net current-period other comprehensive loss	35
Ending balance, March 31, 2016	(43)
Ending balance, March 31, 2016	$ (43)

NOTE 8 - OTHER COMPREHENSIVE 39

NOTE 8 - OTHER COMPREHENSIVE LOSS (Details) - Schedule of Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Schedule of Comprehensive Income (Loss) [Abstract]
Foreign currency translation adjustments	$ 35
Foreign currency translation adjustments	0
Foreign currency translation adjustments	35	$ 6
Other comprehensive loss	35
Other comprehensive loss	0
Other comprehensive loss	$ 35

NOTE 9 - NET LOSS PER SHARE (De

NOTE 9 - NET LOSS PER SHARE (Details) - shares	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Equity Option [Member]
NOTE 9 - NET LOSS PER SHARE (Details) [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	546,000	971,000

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
	Mar. 31, 2016	Mar. 31, 2015
Components of Earnings Per Share, Basic and Diluted [Abstract]
Net loss	$ (1,554)	$ (483)
Weighted-average shares of common stock outstanding	6,290,000	6,055,000
Basic and diluted net loss per share	$ (0.25)	$ (0.08)