Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 12, 2018 | Jun. 30, 2017 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | ASURE SOFTWARE INC | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 12,584,036 | ||
Entity Public Float | $ 142,265,343 | ||
Amendment Flag | false | ||
Entity Central Index Key | 884,144 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 27,792 | $ 12,767 |
Accounts and note receivable, net of allowance for doubtful accounts of $425 and $338 at December 31, 2017 and December 31, 2016, respectively | 13,361 | 8,108 |
Inventory | 509 | 487 |
Prepaid expenses and other current assets | 2,588 | 1,256 |
Total current assets before funds held for clients | 44,250 | 22,618 |
Funds held for clients | 42,328 | 22,981 |
Total current assets | 86,578 | 45,599 |
Property and equipment, net | 5,217 | 1,878 |
Goodwill | 77,348 | 26,259 |
Intangible assets, net | 33,554 | 12,048 |
Other assets | 614 | 39 |
Total assets | 203,311 | 85,823 |
Current liabilities: | ||
Current portion of notes payable | 8,895 | 5,455 |
Accounts payable | 1,912 | 1,576 |
Accrued compensation and benefits | 2,477 | 1,192 |
Other accrued liabilities | 862 | 936 |
Deferred revenue | 13,078 | 9,252 |
Total current liabilities before client fund obligations | 27,224 | 18,411 |
Client fund obligations | 42,328 | 22,981 |
Total current liabilities | 69,552 | 41,392 |
Long-term liabilities: | ||
Deferred revenue | 1,125 | 769 |
Notes payable, net of current portion and debt issuance cost | 66,973 | 24,581 |
Other liabilities | 1,887 | 835 |
Total long-term liabilities | 69,985 | 26,185 |
Total liabilities | 139,537 | 67,577 |
Stockholders’ equity: | ||
Preferred stock, $.01 par value; 1,500 shares authorized; none issued or outstanding | 0 | 0 |
Common stock, $.01 par value; 22,000 and 11,000 shares authorized; 12,876 and 8,901 shares issued, 12,492 and 8,517 shares outstanding at December 31, 2017 and December 31, 2016, respectively | 129 | 89 |
Treasury stock at cost, 384 shares at December 31, 2017 and December 31, 2016 | (5,017) | (5,017) |
Additional paid-in capital | 346,322 | 295,044 |
Accumulated deficit | (277,597) | (271,875) |
Accumulated other comprehensive income (loss) | (63) | 5 |
Total stockholders’ equity | 63,774 | 18,246 |
Total liabilities and stockholders’ equity | $ 203,311 | $ 85,823 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) shares in Thousands, $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Allowance for doubtful accounts (in Dollars) | $ 425 | $ 338 |
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 | 22,000 | 11,000 |
Common stock, shares issued | 12,876 | 8,901 |
Common stock, shares outstanding | 12,492 | 8,517 |
Treasury stock, shares | 384 | 384 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues: | ||
Cloud revenue | $ 39,267 | $ 20,606 |
Hardware revenue | 4,703 | 3,795 |
Maintenance and support revenue | 4,453 | 4,566 |
On premise software license revenue | 1,392 | 2,218 |
Professional services revenue | 4,627 | 4,357 |
Total revenues | 54,442 | 35,542 |
Cost of Sales | 12,619 | 8,117 |
Gross margin | 41,823 | 27,425 |
Operating expenses | ||
Selling, general and administrative | 33,887 | 21,048 |
Research and development | 4,459 | 2,897 |
Amortization of intangible assets | 4,477 | 2,253 |
Total operating expenses | 42,823 | 26,198 |
Income (loss) from operations | (1,000) | 1,227 |
Other income (loss) | ||
Interest expense and other | (4,626) | (2,010) |
Total other loss, net | (4,626) | (2,010) |
Loss from operations before income taxes | (5,626) | (783) |
Income tax provision | (96) | (189) |
Net loss | (5,722) | (972) |
Other comprehensive income (loss): | ||
Foreign currency translation (loss) gain | (68) | 83 |
Other comprehensive loss | $ (5,790) | $ (889) |
Basic and diluted net loss per share | ||
Basic (in Dollars per share) | $ (0.53) | $ (0.15) |
Diluted (in Dollars per share) | $ (0.53) | $ (0.15) |
Weighted average basic and diluted shares | ||
Basic (in Shares) | 10,891,000 | 6,533,000 |
Diluted (in Shares) | 10,891,000 | 6,533,000 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
BALANCE at Dec. 31, 2015 | $ 67 | $ (5,017) | $ 279,649 | $ (270,903) | $ (78) | $ 3,718 |
BALANCE (in Shares) at Dec. 31, 2015 | 6,290,000 | |||||
Share based compensation | 226 | 226 | ||||
Stock issued upon option exercise | $ 3 | 741 | $ 744 | |||
Stock issued upon option exercise (in Shares) | 278,000 | 278,000 | ||||
Stock issued | $ 19 | 14,428 | $ 14,447 | |||
Stock issued (in Shares) | 1,949,000 | |||||
Net loss | (972) | (972) | ||||
Other comprehensive income (loss) | 83 | 83 | ||||
BALANCE at Dec. 31, 2016 | $ 89 | (5,017) | 295,044 | (271,875) | 5 | 18,246 |
BALANCE (in Shares) at Dec. 31, 2016 | 8,517,000 | |||||
Share based compensation | 593 | 593 | ||||
Stock issued upon option exercise | $ 0 | 445 | $ 445 | |||
Stock issued upon option exercise (in Shares) | 80,000 | 80,000 | ||||
Stock issued | $ 40 | 50,240 | $ 50,280 | |||
Stock issued (in Shares) | 3,895,000 | |||||
Net loss | (5,722) | (5,722) | ||||
Other comprehensive income (loss) | (68) | (68) | ||||
BALANCE at Dec. 31, 2017 | $ 129 | $ (5,017) | $ 346,322 | $ (277,597) | $ (63) | $ 63,774 |
BALANCE (in Shares) at Dec. 31, 2017 | 12,492,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (5,722) | $ (972) |
Adjustments to reconcile net loss to net cash used in operations: | ||
Depreciation and amortization | 6,058 | 3,613 |
Provision for doubtful accounts | 495 | 265 |
Share-based compensation | 593 | 226 |
Other | 0 | 94 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (4,096) | (3,401) |
Inventory | (17) | 297 |
Prepaid expenses and other assets | (1,325) | 233 |
Accounts payable | (254) | (1,104) |
Accrued expenses and other long-term obligations | 1,589 | 466 |
Deferred revenue | 2,643 | (1,729) |
Net cash used in operating activities | (36) | (2,012) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisitions net of cash acquired | (45,390) | (12,000) |
Purchases of property and equipment | (1,400) | (436) |
Software capitalization costs | (1,658) | 0 |
Collection of note receivable | 0 | 223 |
Restricted cash | 200 | 0 |
Net change in funds held for clients | (10,244) | (6,562) |
Net cash used in investing activities | (58,492) | (18,775) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from notes payable | 45,777 | 18,413 |
Payments on notes payable | (8,973) | (7,233) |
Debt financing fees | (1,433) | (438) |
Payments on capital leases | (131) | (197) |
Net proceeds from issuance of common stock | 28,002 | 15,192 |
Net change in client fund obligations | 10,299 | 6,562 |
Net cash provided by financing activities | 73,541 | 32,299 |
Effect of foreign exchange rates | 12 | 97 |
Net increase (decrease) in cash and cash equivalents | 15,025 | 11,609 |
Cash and cash equivalents at beginning of period | 12,767 | 1,158 |
Cash and cash equivalents at end of period | 27,792 | 12,767 |
Cash paid for: | ||
Interest | 3,466 | 1,415 |
Income taxes | 23 | 0 |
Non-cash Investing and Financing Activities: | ||
Subordinated notes payable –acquisitions | 9,193 | 6,000 |
Equity issued in connection with acquisitions | $ 22,353 | $ 0 |
NOTE 1 - THE COMPANY
NOTE 1 - THE COMPANY | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Text Block [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | NOTE 1 - THE COMPANY Asure Software, Inc. (“Asure”, the “Company”, “we” and “our”), 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. We develop, markets, sells and supports its offerings worldwide through its principal office in Austin, Texas and through additional offices in Tampa, Florida, Traverse City, Michigan, Burlington, Vermont, and London, United Kingdom. |
NOTE 2 - SIGNIFICANT ACCOUNTING
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION We have prepared our consolidated financial statements in accordance with U.S. generally accepted accounting principles and has included the accounts of its wholly owned subsidiaries. We have eliminated all significant intercompany transactions and balances in consolidation. We have made certain reclassifications to the prior year’s consolidated financial statements to conform to the current year presentation. SEGMENTS The chief operating decision maker is Asure’s Chief Executive Officer who reviews financial information presented on a company-wide basis. Accordingly, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 280, we determined that it has a single reporting segment and operating unit structure. USE OF ESTIMATES Preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are subjective in nature and involve judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at fiscal year end and the reported amounts of revenues and expenses during the fiscal year. The more significant estimates made by management include the valuation allowance for the gross deferred tax assets, useful lives of fixed assets, the determination of the fair value of its long-lived assets, and the fair value of assets acquired and liabilities assumed during acquisitions. We base our estimates on historical experience and on various other assumptions its management believes reasonable under the given circumstances. These estimates could be materially different under different conditions and assumptions. Additionally, the actual amounts could differ from the estimates made. Management periodically evaluates estimates used in the preparation of the consolidated financial statements for continued reasonableness. We make appropriate adjustments, if any, to the estimates used prospectively based upon such periodic evaluation. CONTINGENCIES Although we have been, and in the future may be, the defendant or plaintiff in various actions arising in the normal course of business, as of December 31, 2017, we were not party to any pending legal proceedings. LIQUIDITY AND GOING CONCERN As of December 31, 2017, our principal sources of liquidity consisted of approximately $27,792 of cash and cash equivalents, future cash generated from operations and $5,000 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 from the issuance of the consolidated financial statements. In February 2017, we filed a shelf registration statement on Form S-3 with the SEC to sell, from time to time, in one or more offerings, up to $75,000 of our common stock, preferred stock, warrants, debt securities, subscription rights, and units. In April 2017, the shelf registration statement was declared effective by the SEC. Under this shelf registration statement, in June 2017 we completed an underwritten public offering of 2,185,000 shares of common stock at the public offering price of $13.50 per share, which includes 285,000 shares sold pursuant to the exercise of the underwriters’ over-allotment option. We recognized net proceeds of $27,800, after deducting the underwriting discounts and commissions and other estimated offering expenses. In May 2017, we entered into an amended and restated credit agreement (the “Restated Credit Agreement”) with Wells Fargo Bank, N. A., as administrative agent, and the lenders that are parties thereto, amending and restating the terms of the Credit Agreement dated as of March 2014, as amended. The Restated Credit Agreement provides for an increase in the aggregate principal amount of total commitments from approximately $32,714 to $75,000. This increase includes an additional term loan commitment of approximately $40,286 and an additional revolver commitment of $2,000. The term loan consists of a $35,000 “First Out Loan Obligation” funded by Wells Fargo as administrative agent, and a $35,000 “Last Out Loan Obligation” funded by Wells Fargo’s syndicate partner, Goldman Sachs. The Restated Credit Agreement amends the applicable margin rates for determining the interest rate payable on outstanding First Out and Last Out loan obligations as follows: Leverage Ratio First Out Base First Out LIBOR Last Out Base Last Out LIBOR < 3.25:1 2.00 Percentage Points 3.00 Percentage Points 7.00 Percentage Points 8.00 Percentage Points > 3.25:1 2.50 Percentage Points 3.50 Percentage Points 7.50 Percentage Points 8.50 Percentage Points The outstanding principal amount of the term loan is payable in equal installments of $875 beginning on September 30, 2017 and the last day of each fiscal quarter thereafter. The outstanding principal balance and all accrued and unpaid interest on the term loan is due on May 25, 2022. The Restated Credit Agreement also: · · · As of December 31, 2017, 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 available cash on hand or cash we expect to generate from the ordinary course of operations over 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 have made and will continue to explore additional strategic acquisitions. 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 will 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. In our evaluation of the Company’s ability to continue as a going concern in accordance with ASU 2014-15, we have considered factors such as the Company’s historical and forecasted results of operations and cash flows from operations, and we believe that substantial doubt regarding the Company’s ability to continue as a going concern is not probable. 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 twelve months from the issuance of these consolidated financial statements 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. 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. 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 fund obligations on our 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 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 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 consolidated balance sheets totaling $42,328 and $22,981 as of December 31, 2017 and December 31, 2016, respectively. The Company has classified funds held for clients as a current asset since these funds are held solely for the purposes of satisfying client funds obligations. The Company has reported cash flows related to purchases, sales and maturities of corporate and client funds marketable securities on a gross basis in the investing section of the statements of consolidated cash flows. The Company has reported cash flows 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 cash flows related to cash received from and paid on behalf of clients on a net basis within the net increase in client fund obligations in the financing activities section of the statements of consolidated cash flows. FAIR VALUE OF FINANCIAL INSTRUMENTS We apply the authoritative guidance on fair value measurements for financial assets and liabilities that are measured at fair value on a recurring basis, and non-financial assets and liabilities such as goodwill, intangible assets and property and equipment that are measured at fair value on a non-recurring basis. CONCENTRATION OF CREDIT RISK We grant credit to customers in the ordinary course of business. We limit concentrations of credit risk related to our trade accounts receivable due to our large number of customers, including third-party resellers, and their dispersion across several industries and geographic areas. We perform ongoing credit evaluations of our customers and maintain reserves for potential credit losses. We require advanced payments or secured transactions when deemed necessary. We review potential customers’ credit ratings to evaluate customers’ ability to pay an obligation within the payment term, which is usually net thirty days. If we receive reasonable assurance of payment and know of no barriers to legally enforce the payment obligation, we may extend credit to customers. We place accounts on “Credit Hold” if a placed order exceeds the credit limit or sooner if circumstances warrant. We follow our credit policy consistently and routinely monitor our delinquent accounts for indications of uncollectability. ALLOWANCE FOR DOUBTFUL ACCOUNTS We maintain an allowance for doubtful accounts at an amount we estimate to be sufficient to provide adequate protection against losses resulting from extending credit to our customers. We base this allowance, in the aggregate, on historical collection experience, age of receivables and general economic conditions. The allowance for doubtful accounts also considers the need for specific customer reserves based on the customer’s payment experience, credit-worthiness and age of receivable balances. Our bad debts have not been material and have been within management expectations. The following table summarizes the annual changes in our allowance for doubtful accounts: Balance at December 31, 2015 $ 145 Provision for doubtful accounts receivable 265 Write-off of uncollectible accounts receivable (72 ) Balance at December 31, 2016 $ 338 Provision for doubtful accounts receivable 495 Write-off of uncollectible accounts receivable (408 ) Balance at December 31, 2017 $ 425 INVENTORY Inventory consists of finished goods and is stated at the lower of cost or net realizable value, cost being determined using the first-in, first-out method. Inventory includes purchased LCD panels and a full range of biometric and card recognition clocks that we sell as part of our workforce and workspace management solutions. We routinely assess our on-hand inventory for timely identification and measurement of obsolete, slow-moving or otherwise impaired inventory. PROPERTY AND EQUIPMENT We record property and equipment, including software, furniture and equipment, at cost less accumulated depreciation. We record depreciation using the straight-line method over the estimated economic useful lives of the assets, which range from two to five years. Property and equipment also includes leasehold improvements and capital leases which we record at cost less accumulated amortization. We record amortization of leasehold improvements and capital leases using the straight-line method over the shorter of the lease term or over the life of the respective assets, as applicable. We recognize gains or losses related to retirements or disposition of fixed assets in the period incurred. We expense repair and maintenance costs as incurred. We periodically review the estimated economic useful lives of our property and equipment and make adjustments, if necessary, according to the latest information available. BUSINESS COMBINATIONS We have accounted for our acquisitions using the acquisition method of accounting based on ASC 805— Business Combinations GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired in a business combination. We test goodwill for impairment on an annual basis in the fourth fiscal quarter of each year, and between annual tests if indicators of potential impairment exist, by first assessing qualitative factors to determine whether it is necessary to perform the two-step goodwill impairment test. If determined to be necessary, the two-step impairment test should be used to identify any potential impairment and measure an impairment loss, if any. Step one of the impairment test consists of comparing the fair value of the reporting unit with the aggregate carrying value, including goodwill. If the carrying value of a reporting unit exceeds the reporting unit’s fair value, step two must be performed to determine the amount, if any, of the goodwill impairment. We tested goodwill using the qualitative factors during 2017 and 2016. There has been no impairment of goodwill for the periods presented. See Notes 4 and 5 for additional information regarding goodwill. We amortize intangible assets not considered to have an indefinite useful life using the straight-line method over their useful lives. We currently amortize our acquired intangible assets with definite lives over periods ranging from one to nine years. Each reporting period, we evaluate the estimated remaining useful life of intangible assets and assess whether events or changes in circumstances warrant a revision to the remaining period of amortization or indicate that impairment exists. We have not identified any impairments of finite-lived intangible assets during any of the periods presented. See Note 5 – Goodwill and Other Intangible Assets for additional information regarding intangible assets. IMPAIRMENT OF LONG-LIVED ASSETS In accordance with ASC 350, we review and evaluates our long-lived assets for impairment whenever events or changes in circumstances indicate that we may not recover their net book value. When such factors and circumstances exist, we compare the assets’ carrying amounts against the estimated undiscounted cash flows to be generated by those assets over their estimated useful lives. If the carrying amounts are greater than the undiscounted cash flows, we estimate the fair values of those assets by discounting the projected cash flows. We record any excess of the carrying amounts over the fair values as impairments in that fiscal period. We have identified no impairment of long-lived assets during any of the periods presented. ORIGINAL ISSUE DISCOUNTS We recognize original issue discounts, when incurred on the issuance of debt, as a reduction of the current loan obligations that we amortize to interest expense over the life of the related indebtedness using the effective interest rate method. We record the amortization as interest expense – amortization of OID in the Consolidated Statements of Comprehensive Loss. At the time of any repurchases or retirements of related debt, we will write off the remaining amount of net original issue discounts and include them in the calculation of gain/(loss) on retirement in the consolidated statements of comprehensive loss. REVENUE RECOGNITION Our revenues consist of software-as-a-service (“SaaS”) offerings, time-based software subscriptions, and perpetual software license sale arrangements that also, typically, include hardware, maintenance/support and professional services elements. We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is probable. Software Revenue Recognition Revenue Recognition Multiple-Element Arrangements. SaaS arrangements and time-based software subscriptions typically have an initial term ranging from one to three years and are renewable on an annual basis. A typical SaaS arrangement will also include hardware, setup and implementation services. We allocate the value of the SaaS arrangement to each separate unit of accounting based on vendor-specific objective evidence (“VSOE”) of selling price, when it exists, third-party evidence of selling price for like services or best estimated selling price. Revenue allocated to the SaaS/software subscription element is recognized ratably over the non-cancellable term of the SaaS/subscription service. We recognize revenue allocated to other units of accounting included in the arrangement as outlined in the paragraphs below. We typically sell perpetual software licenses in multiple-element arrangements that include hardware, maintenance/support and professional services. We generally recognize software license revenues, determined under the residual method, on the date we deliver the product to the customer if VSOE of fair value exists for all undelivered elements of the software arrangement. If VSOE of fair value does not exist for an undelivered element, we defer the entire software arrangement and recognize it ratably over the remaining non-cancellable maintenance term after we have delivered all other undelivered elements. We base VSOE of fair value for our maintenance, training and installation services on the prices charged for these services when sold separately. We recognize revenue allocated to hardware, maintenance and services elements included in the arrangement as outlined below. Hardware devices sold to customers (typically time clock, LCD panel and other peripheral devices) are not essential to the functionality of the software and as such we treat them as non-software elements for revenue recognition purposes. We recognize hardware revenue when title passes to the customer, typically the date we ship the hardware. If we sell hardware under a hardware-as-a-service (“HaaS”) arrangement, title to the hardware remains with Asure and we recognize hardware usage revenue ratably over the non-cancellable term of the hardware service delivery, typically one year. Our professional services offerings which typically include data migration, set up, training, and implementation services are also not essential to the functionality of our products, as third parties or customers themselves can perform these services. Set up and implementation services typically occur at the start of the software arrangement while certain other professional services, depending on the nature of the services and customer requirements, may occur several months later. We can reasonably estimate professional services performed for a fixed fee and recognize this on a proportional performance basis. We recognize revenue for professional services engagements billed on a time and materials basis as we deliver the services. We recognize revenues on all other professional services engagements upon the earlier of the completion of the services deliverable or the expiration of the customer’s right to receive the service. We recognize maintenance/support revenues ratably over the non-cancellable term of the support agreement. Initial maintenance/support terms are typically one to three years and are renewable on an annual basis. We do not recognize revenue for agreements with rights of return, refundable fees, cancellation rights or substantive acceptance clauses until these return, refund or cancellation rights have expired or acceptance has occurred. Our arrangements with resellers do not allow for any rights of return. Deferred revenue includes amounts received from customers in excess of revenue recognized, and is comprised of deferred maintenance, service and other revenue. We recognize deferred revenues when we complete the service and over the terms of the arrangements, primarily ranging from one to three years. ADVERTISING COSTS We expense advertising costs as we incur them. Advertising expenses were $65 and $109 for 2017 and 2016, respectively. We recorded these expenses as part of sales and marketing expenses on our Consolidated Statements of Comprehensive Loss. LEASE OBLIGATIONS We recognize its lease obligations with scheduled rent increases over the term of the lease on a straight-line basis. Accordingly, we charge the total amount of base rentals over the term of our leases to expense on a straight-line method, recording the amount of rental expense in excess of lease payments as a deferred rent liability. As of December 31, 2017 and 2016, we had $125 and $0 deferred rent liabilities. We also recognize capital lease obligations and record the underlying assets and liabilities on our Consolidated Balance Sheets. As of December 31, 2017 and 2016, we had $24 and $163 in capital lease obligations, respectively. FOREIGN CURRENCY TRANSLATION We measure the financial statements of our foreign subsidiaries using the local currency as the functional currency. Accordingly, we translate the assets and liabilities of these foreign subsidiaries at current exchange rates at each balance sheet date. We record translation adjustments arising from the translation of net assets located outside of the United States into United States dollars in accumulated other comprehensive loss as a separate component of stockholders’ equity. We translate income and expenses from the foreign subsidiaries using monthly average exchange rates. We include net gains and losses resulting from foreign exchange transactions in other income and expenses, which were not significant in 2017and 2016. INCOME TAXES We account for income taxes using the liability method under ASC 740, Accounting for Income Taxes, SHARE BASED COMPENSATION We adopted Statement ASC 718 effective August 1, 2005, using the modified prospective application transition method. The modified prospective application method requires that companies recognize compensation expense on stock-based payment awards that are modified, repurchased or cancelled after the effective date. We estimate the fair value of each award granted from our stock option plan at the date of grant using the Black-Scholes option pricing model. During 2017 and 2016, we granted 575,000 and 454,000 stock options, respectively. As of December 31, 2017, we expect to recognize $1,362 of unrecognized compensation costs related to non-vested option grants over the course of the following three years. We issued 80,000 shares of common stock related to exercises of stock options granted from our stock option plan for 2017 and 278,000 shares in 2016. RECENT ACCOUNTING PRONOUNCEMENTS Recently Adopted Standards In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 adopted the provisions of ASU 2015-11 on January 1, 2017. This adoption did not have any impact on our consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, “Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.”. The purpose of ASU 2016-09 is to simplify the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification of such activity on the statement of cash flows. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, including interim periods within that year. Prospective, retrospective, or modified retrospective application may be used dependent on the specific requirements of the amendments within ASU 2016-09. Effective January 1, 2017, the Company adopted ASU 2016-09 on a prospective basis. As such, prior periods have not been adjusted. In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment (Topic 350)”, which eliminates Step 2 from the goodwill impairment test. ASU 2017-04 is effective for annual and interim periods in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed after January 1, 2017 and should be applied prospectively. We adopted the provisions of ASU 2017-04 on January 1, 2017. The adoption did not have any impact on our consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 806): Clarifying the Definition of a Business”, which provides guidance in evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting, including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for public companies for fiscal years beginning after December 15, 2017. We adopted this standard early as of January 1, 2017 as permitted under the standard. The adoption did not have any impact on our consolidated financial statements. Standards Yet To Be Adopted In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). ASU 2014-09 supersedes a majority of existing revenue recognition guidance under US GAAP, and requires companies to recognize revenue when it transfers goods or services to a customer in an amount that reflects the consideration to which a company expects to be entitled. Companies may need to apply more judgment and estimation techniques or methods while recognizing revenue, which could result in additional disclosures to the financial statements. In addition, in March 2016, April 2016, May 2016 and December 2016 the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (“ASU 2016-08”), ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing (“ASU 2016-10”), ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients (“ASU 2016-12”) and ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers (“ASU 2016-20”), respectively, to amend certain guidance in ASU 2014-09. Topic 606 allows for either a retrospective or cumulative effect transition method. ASU 2014-09 was originally effective for fiscal years beginning after December 15, 2016. In July 2015, the FASB approved a one-year deferral of ASU 2014-09 and all amendments to it, with a new effective date for fiscal years beginning after December 15, 2017 with early adoption permitted as of the original effective date. We plan to adopt ASU 2014-09, as well as other clarifications and technical guidance issued by the FASB related to this new revenue standard, on January 1, 2018. We have developed our plan for implementing the new standard, which includes, but is not limited to, identifying contract populations and “in scope” customer contracts, identifying performance obligations in those customer contracts, and evaluating any impact of variable consideration. The Company has evaluated the transition methods and will likely apply the modified retrospective transition method, which would result in an adjustment to retained earnings for the cumulative effect, if any, of applying the standard to contracts that are not completed at the date of initial application. Under this method, we would not restate the prior financial statements presented, therefore the new standard requires us to provide additional disclosures of the amount by which each financial statement line item is affected in the current reporting period during 2018, as compared to the guidance that was in effect before the change, and an explanation of the reasons for significant changes, if any. The impact that the new revenue recognition standard will have on our consolidated financial statements and disclosures has not yet been fully assessed. However, we do not expect the provisions of the new standard to have a material effect on the timing or amount of revenue we recognize. Our assessment also includes determining the impact the new standard may have on the revenue reporting processes, including disclosures, ensuring internal controls will operate effectively with the new standard and performing gap analyses on collected data and determining the relative accounting positions where applicable. Included in our assessment of the new standard, is the potential impact on sales commissions and the term over which they will amortize. 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 ASU 2016-02 will have on our consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments” which eliminates the diversity in practice related to eight cash flow classification issues. This ASU is effective for fiscal years beginning after December 15, 2017, with early adoption permitted. The adoption of this accounting standard did not have a material impact on our financial position, results of operations, cash flows, or presentation thereof. In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash,” which requires the change in restricted cash or cash equivalents to be included with other changes in cash and cash equivalents in the statement of cash flows. The ASU is effective for fiscal years beginning after December 15, 2017, with early adoption permitted. The adoption of this accounting standard did not have a material impact on our financial position, results of operations, cash flows, or presentation thereof. In May 2017, the FASB issued ASU 2017-09, “Compensation – Stock Compensation (Topic 718) Scope of Modification Accounting,” which clarifies when to account for a change in the terms |
NOTE 3 - FAIR VALUE MEASUREMENT
NOTE 3 - FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2017 | |
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 December 31, 2017 and December 31, 2016, respectively: Fair Value Measure at December 31, 2017 Total Quoted Significant Carrying Prices Other Significant Value at in Active Observable Unobservable December 31, Market Inputs Inputs Description 2017 (Level 1) (Level 2) (Level 3) Assets: Cash and cash equivalents $ 27,792 $ 27,792 $ - $ - Total $ 27,792 $ 27,792 $ - $ - Fair Value Measure at December 31, 2016 Total Quoted Significant Carrying Prices Other Significant Value at in Active Observable Unobservable December 31, Market Inputs Inputs Description 2016 (Level 1) (Level 2) (Level 3) Assets: Cash and cash equivalents $ 12,767 $ 12,767 $ - $ - Total $ 12,767 $ 12,767 $ - $ - 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 Income (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 retained a third party expert to assist in determining the value of the contingent consideration as of December 31, 2016. As of December 31, 2016, the third party expert determined the value of the contingent consideration for the FotoPunch acquisition was zero. The valuation of the contingent consideration was based on a Monte Carlo simulation model for fiscal 2017 to 2018. Management provided revenue projections (an unobservable input) of $228 and $251 for fiscal 2017 and fiscal 2018, respectively. The following table summarizes the annual changes in our contingent consideration: Balance at December 31, 2015 $ 173 Change in fair value of earnout (173 ) Balance at December 31, 2016 $ - Changes to the estimated fair value of contingent consideration were primarily due to revisions to the Company’s expectations of earn-out achievement. Other Financial Assets and Liabilities Financial assets and liabilities with carrying amounts approximating fair value include cash and cash equivalents, trade accounts receivable, accounts payable, accrued expenses and other current liabilities. The carrying amount of these financial assets and liabilities approximates fair value because of their short maturities. Our line of credit and notes payable, including current portion, as of December 31, 2017, had a carrying value of $78,097. This carrying value approximates fair value. The fair value is based on interest rates that are currently available to us for issuance of debt with similar terms and remaining maturities. |
NOTE 4 - ACQUISITIONS
NOTE 4 - ACQUISITIONS | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Text Block Supplement [Abstract] | |
Mergers, Acquisitions and Dispositions Disclosures [Text Block] | NOTE 4 - ACQUISITIONS 2017 Acquisitions In January 2017, we closed three strategic acquisitions: Personnel Management Systems, Inc., a provider of outsourced HR solutions; Corporate Payroll, Inc. (Payroll Division), a provider of payroll services; and Payroll Specialties NW, Inc., a provider of payroll services. In May 2017, we closed two strategic acquisitions: iSystems Internediate HoldCo, Inc. (“iSystems”), and Compass HRM. iSystems, through its flagship product, Evolution HCM, offers payroll, tax management and HR software combined with comprehensive back-end service bureau tools to service providers across the United States. Tampa-based Compass HRM is a current reseller of our HCM offering (formerly Mangrove), which provides human resources solutions that enhance organizations, people, and profits through payroll and HR solutions. The acquisition of Compass HRM expands our reach in the Southeast, particularly Florida. In October 2017, we acquired Associated Data Services (“ADS”). ADS, based in Birmingham, Alabama, is a leading regional human resources and payroll services bureau in the Southeast and a current reseller of our HCM solution, Evolution. Stock Purchase Agreement In January 2017, we closed on the acquisition of all of the outstanding shares of common stock (the “Shares”) of Personnel Management Systems, Inc., a Washington corporation (“PMSI”), pursuant to a Stock Purchase Agreement (the “Stock Purchase Agreement”), among us, PMSI, the sellers identified therein, and the stockholders’ representative named therein. The aggregate consideration for the Shares consisted of (i) $3,875 in cash and (ii) a subordinated promissory note (the “PMSI Note”) in the principal amount of $1,125 subject to adjustment as provided in the Stock Purchase Agreement. We funded the cash payment with proceeds from our recent underwritten public offering in June 2017. The PMSI Note bears interest at an annual rate of 2.0% and matures on April 30, 2018. The entire unpaid principal and all accrued interest under the PMSI Note is payable at maturity. The Stock Purchase Agreement contains certain customary representations, warranties, indemnities and covenants. Asset Purchase Agreement In January 2017, we closed on the acquisition of substantially all the assets of Corporate Payroll, Inc., an Ohio corporation (“CPI”), relating to its payroll service bureau business, pursuant to an Asset Purchase Agreement (the “CPI Asset Purchase Agreement”). The aggregate consideration for the assets consisted of (i) $1,500 in cash, (ii) a subordinated promissory note (the “CPI Note”) in the principal amount of $500 and (iii) 112,166 shares of our common stock valued at $1,000, subject to adjustment as provided in the CPI Asset Purchase Agreement. We funded the cash payment with proceeds from our recent underwritten public offering in June 2017. The CPI Note bears no interest and matures on April 30, 2018. The entire unpaid principal under the CPI Note is payable at maturity. The recipient of the shares of our common stock entered into a six month lock-up agreement with us. The CPI Asset Purchase Agreement contains certain customary representations, warranties, indemnities and covenants. Asset Purchase Agreement In January 2017, we closed on the acquisition of substantially all the assets of Payroll Specialties NW, Inc., an Oregon corporation (“PSNW”), pursuant to an Asset Purchase Agreement (the “PSNW Asset Purchase Agreement”). The aggregate consideration for the assets consisted of (i) $3,010 in cash and (ii) a subordinated promissory note (the “PSNW Note”) in the principal amount of $600, subject to adjustment as provided in the PSNW Asset Purchase Agreement. We funded the cash payment with proceeds from our recent underwritten public offering in June 2017. The PSNW Note bears interest at an annual rate of 2.0% and matures on April 30, 2018. The entire unpaid principal and all accrued interest under the PSNW Note is payable at maturity. The PSNW Asset Purchase Agreement contains certain customary representations, warranties, indemnities and covenants. Equity Purchase Agreement In May 2017, we entered into an equity purchase agreement (the “Equity Purchase Agreement”) with iSystems Holdings, LLC, a Delaware limited liability company (“Seller”), and iSystems Intermediate Holdco, Inc., a Delaware corporation (“iSystems”), pursuant to which we acquired 100% of the outstanding equity interests of iSystems for an aggregate purchase price of $55,000, subject to adjustment as provided in the Equity Purchase Agreement. The aggregate purchase price consists of (i) $32,000 in cash, subject to adjustment, (ii) a secured subordinated promissory note (“iSystems Note”) in the principal amount of $5,000, subject to adjustment, and (iii) 1,526,332 shares of unregistered common stock valued at $18,000 based on a volume-weighted average of the closing prices of our common stock during a 90-day period. The iSystems Note bears interest at an annual rate of 3.5% and matures on May 25, 2019. The unpaid principal and all accrued interest under the promissory note is payable in two installments of $2.5 million on May 25, 2018 and May 25, 2019, subject to adjustment. The Equity Purchase Agreement contains certain customary representations, warranties, indemnities and covenants. To finance the iSystems acquisition, we amended and restated our existing credit agreement with Wells Fargo Bank, National Association, as administrative agent (the “Restated Credit Agreement”) to add an additional term loan in the amount of approximately $40,000, of which we borrowed approximately $32,000 to complete the iSystems acquisition. See Note 6- Notes Payable for further detail. In connection with the iSystems acquisition, we also entered into an investor rights agreement (the “Investor Rights Agreement”) with the Seller. Pursuant to the terms of the Investor Rights Agreement, until May 2018, the holders of the registrable securities received in connection with the acquisition have agreed not to directly or indirectly transfer, sell, make any short sale or otherwise dispose of any of our equity securities and not to vote any of our equity securities or solicit proxies other than in favor of each director that our board recommends for election, against any director that our board has not nominated for election, and in accordance with the recommendation of our board on any other matters, subject to certain exceptions. In addition, under the Investor Rights Agreement, holders of the registrable securities have demand registration rights which allow a registration statement to be filed on or about March 31, 2018 and piggyback registration rights which become effective in May 2018. In addition, under the terms of the Investor Rights Agreement, such holders have the right to nominate one director to our board of directors until the first date that the holders of the registrable securities no longer hold more than the lesser of (x) 5% of our outstanding common stock (as equitably adjusted for any stock splits, stock combinations, reorganizations, exchanges, merger, recapitalizations or similar transaction after the date hereof) and (y) 90% of the shares of our common stock held by such holders as of May 25, 2017. The director nominee appointed by the holders is Daniel Gill. Our board appointed him to serve as a director on June 6, 2017. Mr. Gill is a founder and a co-managing partner of Silver Oak Services Partners, a private equity firm. In 2014 Silver Oak acquired iSystems, LLC (currently, a wholly owned subsidiary of iSystems) and Mr. Gill served on the board of directors of iSystems, LLC. Stock Purchase Agreement In May 2017, we entered into a stock purchase agreement (the “Stock Purchase Agreement”) with Compass HRM, Inc. (“Compass”) and the sellers and seller representative named therein, pursuant to which the sellers sold 100% of the outstanding shares of capital stock of Compass to us for an aggregate purchase price of $6,000, subject to adjustment as provided in the Stock Purchase Agreement. The aggregate purchase price consists of $4,500 in cash and a subordinated promissory note (“Compass Note”) in the principal amount of $1,500, subject to adjustment. The Compass Note bears interest at an annual rate of 2.0% and matures on May 25, 2022. The Compass Note is payable in five annual installments of $300 on the anniversary of the closing date, subject to adjustment. Compass is headquartered in Tampa, Florida, and provides cloud-based human resource management software, including payroll, benefits, time and attendance, and performance management. To finance the Compass acquisition, we incurred approximately $4,500 of additional indebtedness pursuant to an additional term loan under our Restated Credit Agreement. See Note 6 –Notes Payable for further details. Stock Purchase Agreement In October 2017, we entered into a stock purchase agreement (the “ADS Stock Purchase Agreement”) with Associated Data Services (“ADS”) and the sellers and seller representative named therein, pursuant to which the sellers sold 100% of the outstanding shares of capital stock of ADS to us for an aggregate purchase price of $3,400, subject to adjustment as provided in the ADS Stock Purchase Agreement. The aggregate purchase price consists of $1,778 in cash; 44,624 shares of common stock in Asure Software, Inc. estimated to have a fair value of $528,200; and a subordinated promissory note (“ADS Note”) in the principal amount of $1,122, subject to adjustment. The ADS Note bears interest at an annual rate of 2.0% and matures on October 1, 2019. The ADS Note is payable in two annual installments of $370 and $752 on the anniversary of the closing date, subject to adjustment. ADS is a leading regional human resources and payroll services bureau in the Southeast and a current reseller of our HCM solution, Evolution, based in Birmingham, Alabama. Purchase Price Allocation Following is the purchase price allocation for the 2017 acquisitions. We recorded the transactions using the acquisition method of accounting and recognized assets and liabilities assumed at their fair value as of the dates of acquisitions. The $26,408 of intangible assets subject to amortization consist of $23,085 allocated to Customer Relationships, $1,621 for Trade Names, $1,010 for Developed Technology, and $692 for Noncompete Agreements. To value the Trade Names, we employed the relief from royalty method under the market approach. For the Noncompete Agreements, we employed a form of the income approach which analyzes the Company’s profitability with these assets in place, in contrast to the Company’s profitability without them. For the Customer Relationships and Developed Technology, we employed a form of the excess earnings method, which is a form of the income approach. The discount rate used in valuing these assets ranged from 14.0% to 17.0%, which reflects the risk associated with the intangible assets related to the other assets and the overall business operations to us. We estimated the fair values of the Trade Names using the relief from royalty method based upon a 1.0% to 1.7% royalty rate. We believe significant synergies are expected to arise from these strategic acquisitions. This factor contributed to a purchase price that was in excess of the fair value of the net assets acquired and, as a result, we recorded goodwill for each acquisition. A portion of acquired goodwill will be deductible for tax purposes. We based the allocations on fair values at the date of acquisition: Assets Acquired CPI PMSI PSNW iSystems Compass ADS Total Cash & cash equivalents $ 126 131 53 211 207 124 $ 852 Accounts receivable 22 347 111 951 241 - 1,672 Restricted cash - - - 200 - - 200 Fixed assets - 130 7 681 38 4 860 Other assets - 17 17 699 33 1 767 Funds held for clients 2,809 - 6,294 - - 5,091 9,103 Goodwill 1,190 2,289 1,579 42,253 2,049 1,450 50,810 Intangibles 1,563 2,646 1,879 15,070 3,470 1,780 26,408 Total assets acquired $ 5,710 5,560 9,940 60,065 6,038 8,450 $ 90,672 Liabilities assumed Accounts payable 51 19 28 392 65 18 573 Accrued other liabilities - 191 40 791 45 6 1,073 Deferred revenue - 370 - 1,073 - - 1,443 Client fund obligations 2,754 - 6,294 - - 5,091 9,048 Total liabilities assumed 2,805 580 6,362 2,256 110 5,115 12,137 Net assets acquired $ 2,905 4,980 3,578 57,809 5,928 3,335 $ 78,535 The following is a reconciliation of the purchase price to the fair value of net assets acquired at the date of acquisition: CPI PMSI PSNW iSystems Compass ADS Total Purchase price $ 3,000 5,000 3,610 55,000 6,000 3,400 $ 76,010 Working capital adjustment - 42 - 202 81 - 325 Adjustment to fair value of Asure’s stock issued (54 ) - - 2,880 - 28 2,854 Debt discount (41 ) (62 ) (32 ) (273 ) (153 ) (93 ) (654 ) Fair value of net assets acquired $ 2,905 4,980 3,578 57,809 5,928 3,335 $ 78,535 Transaction costs for the 2017 acquisitions were $3,112 and were expensed as incurred and included in selling, general and administrative expenses. 2016 Acquisitions 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 was paid in full in the first quarter of 2017. The Stock Purchase Agreement contains certain customary representations, warranties, indemnities and covenants. Details regarding the financing of the acquisition are described under Note 6- Notes Payable. Transaction costs for this acquisition were $706 and we expensed them as incurred and included in selling, general and administrative expenses. 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. Purchase Price Allocation 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. We believe 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, we 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 9,016 Intangibles 8,700 Total assets acquired $ 34,944 Liabilities assumed Accounts payable 64 Accrued other liabilities 461 Client fund obligations 16,419 Total liabilities assumed $ 16,944 Net assets acquired $ 18,000 Unaudited Pro Forma Financial Information The following unaudited summary of pro forma combined results of operations for the twelve months ended December 31, 2017 and 2016 gives effect to the acquisitions of Mangrove, PMSI, iSystems, Compass, and ADS and the acquisition of the assets of COBRAsource, PSNW and CPI as if we had completed them on January 1, 2016. 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, 2016, nor is it indicative of future consolidated results of operations. FOR THE YEAR FOR THE YEAR ENDED DECEMBER 31, ENDED DECEMBER 31, 2017 2016 Revenues $ 62,393 $ 61,412 Net income (loss) $ (4,693 ) $ (5,612 ) Net income (loss) per common share: Basic and diluted $ (0.40 ) $ (0.68 ) Weighted average shares outstanding: Basic 11,639 8,216 Diluted 11,639 8,216 |
NOTE 5 - GOODWILL AND OTHER INT
NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS We accounted for its historical acquisitions in accordance with ASC 805, Business Combinations In accordance with ASC 350, Intangibles-Goodwill and Other, Balance at December 31, 2016 $ 26,259 Goodwill recognized upon acquisitions of PMSI, CPI, PSNW, iSystems, Compass, and ADS 50,810 Adjustment to Goodwill associated with acquisition of Mangrove 272 Foreign exchange adjustment to goodwill 7 Balance at December 31, 2017 $ 77,348 The gross carrying amount and accumulated amortization of our intangible assets as of December 31, 2017 and 2016 are as follows: December 31, 2017 Intangible Assets Weighted Average Amortization Period (in Years) Gross Accumulated Amortization Net Developed Technology 6.7 $ 11,925 $ (5,010 ) $ 6,915 Customer Relationships 9.5 37,096 (13,142 ) 23,954 Reseller Relationships 7.0 853 (761 ) 92 Trade Names 10.4 2,915 (884 ) 2,031 Noncompete Agreements 6.1 692 (130 ) 562 8.8 $ 53,481 $ (19,927 ) $ 33,554 December 31, 2016 Intangible Assets Weighted Average Amortization Period (in Years) Gross Accumulated Amortization Net Developed Technology 12.7 $ 10,915 $ (3,408 ) $ 7,507 Customer Relationships 7.3 14,011 (10,270 ) 3,741 Reseller Relationships 7 853 (640 ) 213 Trade Names 14.5 1,294 (707 ) 587 9.8 $ 27,073 $ (15,025 ) $ 12,048 We record amortization expense using the straight-line method over the estimated useful lives of the intangible assets, as noted above. Amortization expenses were $4,477 and $2,253 for 2017 and 2016, respectively, included in Operating Expenses. Amortization expenses recorded in Cost of Sales were $453 and $425 for 2017 and 2016, respectively. The following table summarizes the future estimated amortization expense relating to our intangible assets as of December 31, 2017: Calendar Years 2018 $ 5,474 2019 4,760 2020 3,925 2021 3,593 2022 3,501 Thereafter 12,301 Subtotal $ 33,554 |
NOTE 6 - NOTES PAYABLE
NOTE 6 - NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2017 | |
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 December 31, 2017 Balance as of December 31, 2016 Subordinated Notes Payable- Mangrove acquisition 3/18/2018 3.50 % $ - $ 6,000 Subordinated Notes Payable- PMSI acquisition 4/30/2018 2.00 % 1,125 - Subordinated Notes Payable- CPI acquisition 4/30/2018 - % 500 - Subordinated Notes Payable- PSNW acquisition 4/30/2018 2.00 % 600 - Subordinated Notes Payable- iSystems acquisition 5/25/2019 3.50 % 5,000 - Subordinated Notes Payable- Compass acquisition 5/25/2022 2.00 % 1,500 - Subordinated Notes Payable- ADS acquisition 10/1/2019 2.00 % 1,122 - Term Loan – Wells Fargo Syndicate Partner 5/25/2022 9.53 % 34,125 - Term Loan - Wells Fargo 5/25/2022 4.53 % 34,125 24,715 Total Notes Payable $ 78,097 $ 30,715 Short-term notes payable $ 8,895 $ 5,455 Long-term notes payable $ 69,202 $ 25,260 On January 1, 2016, we adopted ASU 2015-03 for debt issuance costs on our term loan, on a retrospective basis. The impact of adopting ASU 2015-03 was the classification of all deferred financing costs as a deduction to 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. The following table summarizes the debt issuance costs as of the dates indicated: Notes Payable Gross Notes Payable at December 31, 2017 Debt Issuance Costs Net Notes Payable at December 31, 2017 Notes payable, current portion $ 8,895 $ - $ 8,895 Notes payable, net of current portion 69,202 (2,229 ) 66,973 Total Notes Payable $ 78,097 $ (2,229 ) $ 75,868 Notes Payable Gross Notes Payable at December 31, 2016 Debt Issuance Costs Net Notes Payable at December 31, 2016 Notes payable, current portion $ 5,455 $ - $ 5,455 Notes payable, net of current portion 25,260 (679 ) 24,581 Total Notes Payable $ 30,715 $ (679 ) $ 30,036 The following table summarizes the future principal payments related to our outstanding debt: Year Ended Gross Amount December 31, 2018 $ 8,895 December 31, 2019 7,052 December 31, 2020 3,800 December 31, 2021 3,800 December 31, 2022 54,550 Gross Notes Payable $ 78,097 Subordinated Notes Payable- Mangrove Acquisition In March 2016, we acquired all of the issued and outstanding shares of common stock (the “Shares”) of Mangrove. 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 the Credit Agreement with Wells Fargo. This note was paid in full in the first quarter of 2017. Subordinated Notes Payable- PMSI Acquisition In January 2017, we acquired all of the outstanding shares of common stock (the “Shares”) of Personnel Management Systems, Inc., a Washington corporation (“PMSI”), pursuant to a Stock Purchase Agreement (the “Stock Purchase Agreement”). The aggregate consideration for the Shares consisted of (i) $3,875 in cash and (ii) a subordinated promissory note (the “PMSI Note”) in the principal amount of $1,125 subject to adjustment as provided in the Stock Purchase Agreement. We funded the cash payment with proceeds from our recent public stock offering. The PMSI Note bears interest at an annual rate of 2.0% and matures on April 30, 2018. The entire unpaid principal and all accrued interest under the PMSI Note is payable at maturity. Subordinated Notes Payable- CPI Acquisition In January 2017, we acquired substantially all the assets of Corporate Payroll, Inc., an Ohio corporation (“CPI”), relating to its payroll service bureau business, pursuant to an Asset Purchase Agreement (the “CPI Asset Purchase Agreement”). The aggregate consideration for the assets consisted of (i) $1,500 in cash, (ii) a subordinated promissory note (the “CPI Note”) in the principal amount of $500 and (iii) 112,166 shares of our common stock valued at $1,000, subject to adjustment as provided in the CPI Asset Purchase Agreement. We funded the cash payment with proceeds from our recent public stock offering. The CPI Note bears no interest and matures on April 30, 2018. The entire unpaid principal under the CPI Note is payable at maturity. Subordinated Notes Payable – PSNW Acquisition In January 2017, we acquired substantially all the assets of Payroll Specialties NW, Inc., an Oregon corporation (“PSNW”), pursuant to an Asset Purchase Agreement (the “PSNW Asset Purchase Agreement”). The aggregate consideration for the assets consisted of (i) $3,010 in cash and (ii) a subordinated promissory note (the “PSNW Note”) in the principal amount of $600, subject to adjustment as provided in the PSNW Asset Purchase Agreement. We funded the cash payment with proceeds from our recent public stock offering. The PSNW Note bears interest at an annual rate of 2.0% and matures on April 30, 2018. The entire unpaid principal and all accrued interest under the PSNW Note is payable at maturity. In October 2017, the seller of PSNW became an employee of Asure Software, Inc. As of December 31, 2017, the principal amount of $600 is due to the seller, who is currently an employee. Subordinated Notes Payable- iSystems Acquisition In May 2017 we acquired 100% of the outstanding equity interests of iSystems Intermediate Holdco, Inc., a Delaware corporation (“iSystems”), pursuant to an equity purchase agreement (the “Equity Purchase Agreement”). The aggregate purchase price consisted of (i) $32,000 in cash, subject to adjustment as provided in the Equity Purchase Agreement, (ii) a secured subordinated promissory note (“iSystems Note”) in the principal amount of $5,000, subject to adjustment as provided in the Equity Purchase Agreement, and (iii) 1,526,332 shares of unregistered common stock valued at $18,000. The iSystems Note bears interest at an annual rate of 3.5% and matures on May 25, 2019. The unpaid principal and all accrued interest under the promissory note is payable in two installments of $2.5 million on May 25, 2018 and May 25, 2019, subject to adjustment. Subordinated Notes Payable- Compass Acquisition In May 2017, we acquired 100% of the outstanding shares of capital stock of Compass HRM, Inc. (“Compass”) pursuant to a stock purchase agreement (the “Stock Purchase Agreement”). The aggregate purchase price consisted of $4,500 in cash and a subordinated promissory note (“Compass Note”) in the principal amount of $1,500, subject to adjustment as provided in the Stock Purchase Agreement. The Compass Note bears interest at an annual rate of 2.0% and matures on May 25, 2022. The Compass Note is payable in five annual installments of $300 on the anniversary of the closing date, subject to adjustment. In May 2017, the seller of Compass became an employee of Asure Software, Inc. As of December 31, 2017, the principal amount of $1,500 is due to the seller, who is currently an employee. Subordinated Notes Payable- ADS Acquisition In October 2017, we acquired 100% of the outstanding shares of capital stock of Associated Data Services (“ADS”). ADS, based in Birmingham, Alabama, is a leading regional human resources and payroll services bureau in the Southeast and a current reseller of our HCM solution, Evolution. The aggregate purchase price consists of $1,778 in cash; 44,624 shares of Asure Software, Inc. common stock valued at $400; and a subordinated promissory note (“ADS Note”) in the principal amount of $1,122, subject to adjustment. The ADS Note bears interest at an annual rate of 2.0% and matures on October 1, 2019. The ADS Note is payable in two annual installments of $370 and $752 on the anniversary of the closing date, subject to adjustment. Term Loan - Wells Fargo In March 2014, we entered into a credit agreement (the “Credit Agreement”) with Wells Fargo Bank, N.A., as administrative agent, and the lenders that are party thereto. 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. The Credit Agreement provided for a term loan in the amount of $15,000 maturing in March 2019. The Credit Agreement also provided 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 provided for a $10,000 uncommitted incremental term loan facility to support permitted acquisitions. In March 2017, we amended our Credit Agreement with Wells Fargo Bank, N.A to, among other things, obtain an additional term loan in the amount of $5,000. In the first quarter of 2017, we used the proceeds of the additional term loan to repay a portion of all amounts outstanding under the secured subordinated note we issued in connection with the Mangrove acquisition. Amended and Restated Credit Agreement In May 2017, we entered into an amended and restated credit agreement (the “Restated Credit Agreement”) with Wells Fargo Bank, N. A., as administrative agent, and the lenders that are parties thereto, amending and restating the terms of the Credit Agreement dated as of March 2014, as amended. The Restated Credit Agreement provides for an increase in the aggregate principal amount of total commitments from approximately $32,714 to $75,000. This increase includes an additional term loan commitment of approximately $40,286 and an additional revolver commitment of $2,000. As of December 31, 2017 and December 31, 2016, $0 was outstanding and $5,000 and $3,000, respectively, were available for borrowing under the revolver. The term loan consists of a $35,000 “First Out Loan Obligation” funded by Wells Fargo as administrative agent, and a $35,000 “Last Out Loan Obligation” funded by Wells Fargo’s syndicate partner, Goldman Sachs. The Restated Credit Agreement amends the applicable margin rates for determining the interest rate payable on outstanding First Out and Last Out loan obligations as follows: Leverage Ratio First Out Base First Out LIBOR Last Out Base Last Out LIBOR < 3.25:1 2.00 Percentage Points 3.00 Percentage Points 7.00 Percentage Points 8.00 Percentage Points > 3.25:1 2.50 Percentage Points 3.50 Percentage Points 7.50 Percentage Points 8.50 Percentage Points The outstanding principal amount of the term loan is payable in equal installments of $875 beginning on September 30, 2017 and the last day of each fiscal quarter thereafter. The outstanding principal balance and all accrued and unpaid interest on the term loan is due on May 25, 2022. The Restated Credit Agreement also: · · · As of December 31, 2017, 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 available cash on hand or cash we expect to generate from the ordinary course of operations over the next twelve months. |
NOTE 7 - PROPERTY AND EQUIPMENT
NOTE 7 - PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 7 - PROPERTY AND EQUIPMENT Property and equipment and related depreciable useful lives as of December 31, 2017 and 2016 are composed of the following: December 31, 2017 2016 Software: 3-5 years $ 7,436 $ 7,090 Furniture and equipment: 2-5 years 7,918 7,087 Internal support equipment: 2-4 years 696 696 Capital leases: lease term or life of the asset 178 178 Leasehold improvements: shorter of the lease term or life of the improvement 3,813 2,610 Software development costs 2,062 - 22,103 17,661 Less accumulated depreciation and amortization (16,886 ) (15,783 ) $ 5,217 $ 1,878 We record the amortization of our capital leases as depreciation expense on our Consolidated Statements of Comprehensive Loss. Depreciation and amortization expenses relating to property and equipment were approximately $1,128 and $935 for 2017 and 2016, respectively. As part of the acquisitions of Mangrove and iSystems in 2016 and 2017, we acquired software development costs. We continue to invest in software development. We are developing products which we intend to offer utilizing software as-a-service (“SaaS”).We follow the guidance of ASC 350-40, Intangibles- Goodwill and Other- Internal Use Software |
NOTE 8 - STOCKHOLDERS' EQUITY
NOTE 8 - STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 8 - STOCKHOLDERS’ EQUITY SHELF REGISTRATION In February 2017, we filed a shelf registration statement on Form S-3 with the SEC to sell, from time to time, in one or more offerings, up to $75,000,000 of our common stock, preferred stock, warrants, debt securities, subscription rights, and units. In April 2017 the shelf registration statement was declared effective by the SEC. Under this shelf registration statement, we completed an underwritten public offering in June 2017. In connection with the public offering, we issued 2,185,000 shares of common stock, including 285,000 shares of common stock pursuant to the exercise of the underwriters’ over-allotment option, at the public offering price of $13.50 per share. Net proceeds from the issuance of common stock was $27,800. SHARE REPURCHASE PROGRAM Pursuant to our stock repurchase plan, we may repurchase up to 450,000 shares of our common stock. We have repurchased a total of 384,000 shares for approximately $5,000 over the life of the plan. Management will periodically assess repurchasing additional shares, depending on our cash position, market conditions, financial covenants and other factors. While the program remains in place, we did not repurchase any shares during 2017 or 2016. STOCK AND STOCK OPTION PLANS We have 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 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 the date of grant. Our shareholders approved an amendment to the 2009 Plan in June 2017 to increase the number of shares reserved under the plan from 1,400,000 to 1,700,000. We have 1,014,000 options granted and outstanding pursuant to the 2009 Plan as of December 31, 2017. We use the Black-Scholes option valuation model to value employee stock awards. We estimate stock price volatility based upon our historical volatility. Estimated option life and forfeiture rate assumptions are derived from historical data. For stock-based compensation awards with graded vesting, we recognize compensation expense using the straight-line amortization method. Total compensation expense recognized in the Consolidated Statements of Comprehensive Loss for stock based awards was $593 and $226 for 2017 and 2016, respectively. The following table summarizes the assumptions used to develop their fair value for 2017 and 2016: Year Ended December 31, 2017 2016 Risk-free interest rate 1.60 % .97 % Expected volatility .41 0.38 Expected life in years 3.69 3.44 Dividend yield - - As of December 31, 2017, we reserved shares of common stock for future issuance as follows: Options outstanding 1,014,000 Options available for future grant 20,000 Shares reserved 1,034,000 The following table summarizes activity under all Plans during 2017 and 2016. Year Ended December 31, 2017 Year Ended December 31, 2016 Weighted Weighted Average Average Exercise Exercise Shares Price Shares Price Outstanding at the beginning of the year 614,000 $ 6.47 640,000 $ 4.40 Granted 575,000 11.30 454,000 6.70 Exercised (80,000 ) 5.55 (278,000 ) 2.69 Canceled (95,000 ) 7.16 (202,000 ) 5.61 Outstanding at the end of the year 1,014,000 $ 9.22 614,000 $ 6.47 Options exercisable at the end of the year 247,000 $ 6.34 130,000 $ 5.71 Weighted average fair value of options granted during the year $ 3.63 $ 1.53 The following table summarizes the outstanding and exercisable options and their exercise prices as of December 31, 2017: OPTIONS OUTSTANDING OPTIONS EXERCISABLE RANGE OF EXERCISE PRICES NUMBER OUTSTANDING AT DECEMBER 31, 2017 WEIGHTED- AVERAGE REMAINING CONTRACTUAL LIFE (YEARS) WEIGHTED-AVERAGE EXERCISE PRICE NUMBER EXERCISABLE AND VESTED AT DECEMBER 31, 2017 WEIGHTED-AVERAGE EXERCISE PRICE $ 1.68 – 7.48 293,000 2.71 $ 5.48 187,000 $ 5.56 7.49 – 11.00 428,000 4.13 9.41 60,000 8.79 11.01 – 14.91 293,000 4.71 12.68 – – $ 1.68 14.91 1,014,000 3.89 $ 9.22 247,000 $ 6.34 The aggregate intrinsic value of options outstanding and options exercisable is $1,302 and $365, respectively, at December 31, 2017. |
NOTE 9 - DEFINED CONTRIBUTION P
NOTE 9 - DEFINED CONTRIBUTION PLAN | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
Pension and Other Postretirement Benefits Disclosure [Text Block] | NOTE 9 - EMPLOYEE BENEFIT PLANS 401(K) SAVINGS PLAN We sponsor a defined contribution 401(k) plan that is available to substantially all employees. Our Board of Directors may amend or terminate the plan at any time. We provided matching contributions to the plan of $369 and $198 in 2017 and 2016, respectively. EMPLOYEE STOCK PURCHASE PLAN Our Employee Stock Purchase Plan (“Purchase Plan”) was approved by the shareholders in June 2017. The Purchase Plan allows all eligible employees to purchase a limited number of shares of our common stock during pre-specified offering periods at a discount established by the Board of Directors, not to exceed 15% of the fair market value of the common stock, at the beginning or end of the offering period (whichever is lower). Under the ESPP, 225,000 shares were reserved for issuance and 17,568 shares of common stock were issued at $7.65 per share during the year ended December 31, 2017. |
NOTE 10 - REVENUE CONCENTRATION
NOTE 10 - REVENUE CONCENTRATION | 12 Months Ended |
Dec. 31, 2017 | |
Risks and Uncertainties [Abstract] | |
Concentration Risk Disclosure [Text Block] | NOTE 10 - REVENUE CONCENTRATION During 2017 and 2016, there were no customers who individually represented 10% or more of consolidated revenue. |
NOTE 11 - NET LOSS PER SHARE
NOTE 11 - NET LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | NOTE 11 - NET LOSS PER SHARE The following table sets forth the computation of basic and diluted net loss per common share for 2017 and 2016. We have excluded stock options to acquire 1,014,000 and 614,000 shares for 2017 and 2016, respectively, from the computation of the dilutive stock options because the effect of including the stock options would have been anti-dilutive. Year Ended Year Ended December 31, December 31, 2017 2016 Net Loss $ (5,722 ) $ (972 ) Weighted-average shares of common stock outstanding 10,891,000 6,533,000 Basic and diluted net loss per share $ (0.53 ) $ (0.15 ) |
NOTE 12 - INCOME TAXES
NOTE 12 - INCOME TAXES | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | NOTE 12 - INCOME TAXES The Tax Act was enacted in December 2017. The Tax Act significantly changes U.S. tax law by, among other things, lowering U.S. corporate income tax rates, implementing a modified territorial tax system and imposing a one-time transition tax on deemed repatriated earnings of foreign subsidiaries. The Tax Act reduces the U.S. corporate income tax rate from 35% to 21%, effective January 1, 2018. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. As a result of the reduction in the U.S. corporate income tax rate from 35% to 21% under the Tax Act, The Tax Act provided for a one-time transition tax on the deemed repatriation of post-1986 undistributed foreign subsidiary earnings and profits (“E&P”). Substantially all of our foreign subsidiaries’ earnings and profits have previously been included in our U.S. income tax returns via Internal Revenue Code Section 956. As a result, we recognized a provisional tax expense of $0 related to the transition tax. While the Tax Act provides for a modified territorial tax system, beginning in 2018, Global Intangible Low-Taxed Income (“GILTI”) provisions will be applied providing an incremental tax on low taxed foreign income. The GILTI provisions require us to include in our U.S. income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. Under U.S. GAAP, we are required to make an accounting policy election to either (1) treat taxes due related to GILTI as a current-period expense when incurred (the “period cost method”) or (2) factor such amounts into our measurement of our deferred taxes (the “deferred method”). We are continuing to evaluate the GILTI tax rules and have not yet adopted our policy to account for the related impacts. We expect to adopt our policy during the first quarter of 2018. The SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Act and allows the registrant to record provisional amounts during a measurement period not to extend beyond one year of the enactment date. We have included in our taxable income any provisional impact related to the one-time transition tax, currently estimated at $0, and the revaluation of deferred tax balances, provision impact of a $500 benefit, and included these estimates in our consolidated financial statements for the year ended December 31, 2017. We are in the process of analyzing the impact of the various provisions of the Tax Act. The ultimate impact may materially differ from these provisional amounts due to, among other things, additional analysis, changes in interpretations and assumptions we have made, additional regulatory guidance that may be issued, and actions we may take as a result of the Tax Act. We expect to complete our analysis within the measurement period in accordance with SAB 118. The components of pre-tax loss for the years ended December 31, 2017 and 2016 are as follows: 2017 2016 Domestic $ (5,519 ) $ (865 ) Foreign (107 ) 82 Total $ (5,626 ) $ (783 ) The components of the provision (benefit) for income taxes attributable to continuing operations for the years ended December 31, 2017 and 2016 are as follows: 2017 2016 Current: Federal $ 6 $ - State 50 16 Foreign (213 ) - Total current (157 ) 16 Deferred: Federal 85 155 State 168 18 Foreign - - Total deferred 253 173 $ 96 $ 189 Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred taxes at December 31, 2017 and 2016 are as follows: 2017 2016 DEFERRED TAXES: Deferred tax assets Net operating losses $ 28,349 $ 39,560 Research and development credit carryforwards 4,659 4,188 Minimum tax credit carryforwards 123 161 Stock compensation 11 10 Deferred revenue 299 393 Accrued expenses 318 388 Other 260 102 34,019 44,802 Valuation allowance (28,849 ) (43,517 ) Net deferred tax assets 5,170 1,285 Deferred tax liabilities Acquired intangibles (5,180 ) (525 ) Fixed assets (309 ) (765 ) Goodwill (751 ) (812 ) (6,240 ) (2,102 ) Net current deferred tax assets (liabilities) $ (1,070 ) $ (817 ) At December 31, 2017, we had federal net operating loss carryforwards of approximately $130,066, research and development credit carryforwards of approximately $5,649 and alternative minimum tax credit carryforwards of approximately $123. The net operating loss and research and development credit carryforwards will expire in varying amounts from 2018 through 2037, if not utilized. Minimum tax credit carryforwards carry forward indefinitely. As a result of various acquisitions by us in prior years, we may be subject to a substantial annual limitation in the utilization of the net operating losses and credit carryforwards due to the “change in ownership” provisions of the Internal Revenue Code of 1986. The annual limitation may result in the expiration of net operating losses before utilization. Due to the uncertainty surrounding the timing of realizing the benefits of its favorable tax attributes in future tax returns, we have placed a valuation allowance against our net deferred tax assets, exclusive of goodwill. During the year ended December 31, 2017, the valuation allowance decreased by approximately $14,668 due primarily to the results of operations, acquisitions and the impact of changes in law. We consider undistributed earnings of our foreign subsidiaries as permanently reinvested and, accordingly, we have made no provision for U.S. federal or state income taxes thereon, other than the earnings required to be recognized under IRC Section 956 or Section 965. Our provision for income taxes attributable to continuing operations differs from the expected tax expense (benefit) amount computed by applying the statutory federal income tax rate of 34% to income before income taxes as a result of the following: 2017 2016 Computed at statutory rate $ (1,913 ) $ (266 ) State taxes, net of federal benefit (6 ) (34 ) Permanent items and other 21 189 Credit carryforwards (181 ) (59 ) Foreign income taxed at different rates (198 ) (45 ) Effect of Tax Act 14,058 - Change in tax carryforwards not benefitted 2,983 - Change in valuation allowance (14,668 ) 404 $ 96 $ 189 Under ASC 740-10, Income Taxes Balance at December 31, 2015 $ 1,290 Additions based on tax positions related to the current year 25 Additions for tax positions of prior years (96 ) Balance at December 31, 2016 $ 1,219 Additions based on tax positions related to the current year 99 Additions for tax positions of prior years 11 Reductions for tax positions of prior years (155 ) Balance at December 31, 2017 $ 1,174 As of December 31, 2017, we had $1,174 of unrecognized tax benefits, which would affect the effective tax rate if recognized. Our assessment of our unrecognized tax benefits is subject to change as a function of our financial statement audit. Our practice is to recognize interest and/or penalties related to income tax matters in income tax expense. During the twelve months ended December 31, 2017, we recognized $0 of interest and penalties in our income tax expense. We file tax returns in the U.S. federal jurisdiction and in several state and foreign jurisdictions. We are no longer subject to U.S. federal income tax examinations for years ending before December 31, 2014 and are no longer subject to state and local or foreign income tax examinations by tax authorities for years ending before December 31, 2013. We are not currently under audit for federal, state or any foreign jurisdictions. |
NOTE 13 - LEASE COMMITMENTS
NOTE 13 - LEASE COMMITMENTS | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Text Block Supplement [Abstract] | |
Commitments Disclosure [Text Block] | NOTE 13 - LEASE COMMITMENTS Our future minimum lease payments under all operating and capital leases as of December 31, 2017 are as follows: CALENDAR YEAR ENDING: OPERATING LEASE OBLIGATIONS CAPITAL LEASE OBLIGATIONS 2018 1,978 7 2019 1,738 17 2020 1,506 -- 2021 1,376 -- 2022 905 -- Thereafter 1,142 -- $ 8,645 $ 24 Less: Sublease income (369 ) - TOTAL $ 8,276 $ 24 Less current portion of obligations (7 ) Long-term portion of obligations $ 17 Total rent expense under all operating leases for 2017 and 2016 were $1,552 and $1,014, respectively. In October 2017, we entered into a lease agreement for new corporate office facilities in Austin, Texas to accommodate our growth. Our lease for our former facility in Austin, Texas terminated upon the commencement of the new facility lease. At December 31, 2017 and 2016, 23.8% and 10.7%, respectively, of our total operating lease obligations relates to our corporate office facility in Austin, Texas. At December 31, 2017, 29.7% of our total operating lease obligation relates to our office facility in Vermont where iSystems is based. Subsequent to December 31, 2017, we acquired TelePayroll Inc., Pay Systems of America, Inc., and Savers Administrative Services, Inc. These three acquisitions add future minimum lease commitments of approximately $1,690, and are not included in the future minimum lease payments as of December 31, 2017. |
NOTE 14-SUBSEQUENT EVENTS
NOTE 14-SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 14 - SUBSEQUENT EVENTS The Company evaluated subsequent events through the date of the filing of this Annual Report on Form 10-K with the SEC, to ensure that this filing includes appropriate disclosure of events both recognized in the financial statements as of December 31, 2017, and events which occurred subsequent to December 31, 2017 but were not recognized in the financial statements. The Company has determined that there were no subsequent events which required recognition, adjustment to or disclosure in the financial statements except as below and except as discussed in Note 13 above and as follows:. In January 2018, we closed three strategic acquisitions: TelePayroll Inc., a Southern California-based provider of HR, payroll and employee benefits services; Pay Systems of America, Inc., a provider of HR, payroll and employee benefits services; and Savers Administrative Services, Inc., a certified third-party administrator of payroll and HR services. All three companies are current resellers of our leading Human Resource Information System platform, Evolution. The total consideration for the three acquisitions was $30,600, of which $25,300 was paid with cash on hand and the remaining portion was paid with a combination of promissory notes and Asure common stock. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | BASIS OF PRESENTATION We have prepared our consolidated financial statements in accordance with U.S. generally accepted accounting principles and has included the accounts of its wholly owned subsidiaries. We have eliminated all significant intercompany transactions and balances in consolidation. We have made certain reclassifications to the prior year’s consolidated financial statements to conform to the current year presentation. |
Segment Reporting, Policy [Policy Text Block] | SEGMENTS The chief operating decision maker is Asure’s Chief Executive Officer who reviews financial information presented on a company-wide basis. Accordingly, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 280, we determined that it has a single reporting segment and operating unit structure. |
Use of Estimates, Policy [Policy Text Block] | USE OF ESTIMATES Preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are subjective in nature and involve judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at fiscal year end and the reported amounts of revenues and expenses during the fiscal year. The more significant estimates made by management include the valuation allowance for the gross deferred tax assets, useful lives of fixed assets, the determination of the fair value of its long-lived assets, and the fair value of assets acquired and liabilities assumed during acquisitions. We base our estimates on historical experience and on various other assumptions its management believes reasonable under the given circumstances. These estimates could be materially different under different conditions and assumptions. Additionally, the actual amounts could differ from the estimates made. Management periodically evaluates estimates used in the preparation of the consolidated financial statements for continued reasonableness. We make appropriate adjustments, if any, to the estimates used prospectively based upon such periodic evaluation. |
Commitments and Contingencies, Policy [Policy Text Block] | CONTINGENCIES Although we have been, and in the future may be, the defendant or plaintiff in various actions arising in the normal course of business, as of December 31, 2017, we were not party to any pending legal proceedings. |
Liquidity Disclosure [Policy Text Block] | LIQUIDITY AND GOING CONCERN As of December 31, 2017, our principal sources of liquidity consisted of approximately $27,792 of cash and cash equivalents, future cash generated from operations and $5,000 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 from the issuance of the consolidated financial statements. In February 2017, we filed a shelf registration statement on Form S-3 with the SEC to sell, from time to time, in one or more offerings, up to $75,000 of our common stock, preferred stock, warrants, debt securities, subscription rights, and units. In April 2017, the shelf registration statement was declared effective by the SEC. Under this shelf registration statement, in June 2017 we completed an underwritten public offering of 2,185,000 shares of common stock at the public offering price of $13.50 per share, which includes 285,000 shares sold pursuant to the exercise of the underwriters’ over-allotment option. We recognized net proceeds of $27,800, after deducting the underwriting discounts and commissions and other estimated offering expenses. In May 2017, we entered into an amended and restated credit agreement (the “Restated Credit Agreement”) with Wells Fargo Bank, N. A., as administrative agent, and the lenders that are parties thereto, amending and restating the terms of the Credit Agreement dated as of March 2014, as amended. The Restated Credit Agreement provides for an increase in the aggregate principal amount of total commitments from approximately $32,714 to $75,000. This increase includes an additional term loan commitment of approximately $40,286 and an additional revolver commitment of $2,000. The term loan consists of a $35,000 “First Out Loan Obligation” funded by Wells Fargo as administrative agent, and a $35,000 “Last Out Loan Obligation” funded by Wells Fargo’s syndicate partner, Goldman Sachs. The Restated Credit Agreement amends the applicable margin rates for determining the interest rate payable on outstanding First Out and Last Out loan obligations as follows: Leverage Ratio First Out Base First Out LIBOR Last Out Base Last Out LIBOR < 3.25:1 2.00 Percentage Points 3.00 Percentage Points 7.00 Percentage Points 8.00 Percentage Points > 3.25:1 2.50 Percentage Points 3.50 Percentage Points 7.50 Percentage Points 8.50 Percentage Points The outstanding principal amount of the term loan is payable in equal installments of $875 beginning on September 30, 2017 and the last day of each fiscal quarter thereafter. The outstanding principal balance and all accrued and unpaid interest on the term loan is due on May 25, 2022. The Restated Credit Agreement also: · · · As of December 31, 2017, 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 available cash on hand or cash we expect to generate from the ordinary course of operations over 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 have made and will continue to explore additional strategic acquisitions. 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 will 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. In our evaluation of the Company’s ability to continue as a going concern in accordance with ASU 2014-15, we have considered factors such as the Company’s historical and forecasted results of operations and cash flows from operations, and we believe that substantial doubt regarding the Company’s ability to continue as a going concern is not probable. 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 twelve months from the issuance of these consolidated financial statements 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. |
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. |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | 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 fund obligations on our 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 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 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 consolidated balance sheets totaling $42,328 and $22,981 as of December 31, 2017 and December 31, 2016, respectively. The Company has classified funds held for clients as a current asset since these funds are held solely for the purposes of satisfying client funds obligations. The Company has reported cash flows related to purchases, sales and maturities of corporate and client funds marketable securities on a gross basis in the investing section of the statements of consolidated cash flows. The Company has reported cash flows 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 cash flows related to cash received from and paid on behalf of clients on a net basis within the net increase in client fund obligations in the financing activities section of the statements of consolidated cash flows. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | FAIR VALUE OF FINANCIAL INSTRUMENTS We apply the authoritative guidance on fair value measurements for financial assets and liabilities that are measured at fair value on a recurring basis, and non-financial assets and liabilities such as goodwill, intangible assets and property and equipment that are measured at fair value on a non-recurring basis. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | CONCENTRATION OF CREDIT RISK We grant credit to customers in the ordinary course of business. We limit concentrations of credit risk related to our trade accounts receivable due to our large number of customers, including third-party resellers, and their dispersion across several industries and geographic areas. We perform ongoing credit evaluations of our customers and maintain reserves for potential credit losses. We require advanced payments or secured transactions when deemed necessary. We review potential customers’ credit ratings to evaluate customers’ ability to pay an obligation within the payment term, which is usually net thirty days. If we receive reasonable assurance of payment and know of no barriers to legally enforce the payment obligation, we may extend credit to customers. We place accounts on “Credit Hold” if a placed order exceeds the credit limit or sooner if circumstances warrant. We follow our credit policy consistently and routinely monitor our delinquent accounts for indications of uncollectability. |
Trade and Other Accounts Receivable, Policy [Policy Text Block] | ALLOWANCE FOR DOUBTFUL ACCOUNTS We maintain an allowance for doubtful accounts at an amount we estimate to be sufficient to provide adequate protection against losses resulting from extending credit to our customers. We base this allowance, in the aggregate, on historical collection experience, age of receivables and general economic conditions. The allowance for doubtful accounts also considers the need for specific customer reserves based on the customer’s payment experience, credit-worthiness and age of receivable balances. Our bad debts have not been material and have been within management expectations. The following table summarizes the annual changes in our allowance for doubtful accounts: Balance at December 31, 2015 $ 145 Provision for doubtful accounts receivable 265 Write-off of uncollectible accounts receivable (72 ) Balance at December 31, 2016 $ 338 Provision for doubtful accounts receivable 495 Write-off of uncollectible accounts receivable (408 ) Balance at December 31, 2017 $ 425 |
Inventory, Policy [Policy Text Block] | INVENTORY Inventory consists of finished goods and is stated at the lower of cost or net realizable value, cost being determined using the first-in, first-out method. Inventory includes purchased LCD panels and a full range of biometric and card recognition clocks that we sell as part of our workforce and workspace management solutions. We routinely assess our on-hand inventory for timely identification and measurement of obsolete, slow-moving or otherwise impaired inventory. |
Property, Plant and Equipment, Policy [Policy Text Block] | PROPERTY AND EQUIPMENT We record property and equipment, including software, furniture and equipment, at cost less accumulated depreciation. We record depreciation using the straight-line method over the estimated economic useful lives of the assets, which range from two to five years. Property and equipment also includes leasehold improvements and capital leases which we record at cost less accumulated amortization. We record amortization of leasehold improvements and capital leases using the straight-line method over the shorter of the lease term or over the life of the respective assets, as applicable. We recognize gains or losses related to retirements or disposition of fixed assets in the period incurred. We expense repair and maintenance costs as incurred. We periodically review the estimated economic useful lives of our property and equipment and make adjustments, if necessary, according to the latest information available. |
Business Combinations Policy [Policy Text Block] | BUSINESS COMBINATIONS We have accounted for our acquisitions using the acquisition method of accounting based on ASC 805— Business Combinations |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired in a business combination. We test goodwill for impairment on an annual basis in the fourth fiscal quarter of each year, and between annual tests if indicators of potential impairment exist, by first assessing qualitative factors to determine whether it is necessary to perform the two-step goodwill impairment test. If determined to be necessary, the two-step impairment test should be used to identify any potential impairment and measure an impairment loss, if any. Step one of the impairment test consists of comparing the fair value of the reporting unit with the aggregate carrying value, including goodwill. If the carrying value of a reporting unit exceeds the reporting unit’s fair value, step two must be performed to determine the amount, if any, of the goodwill impairment. We tested goodwill using the qualitative factors during 2017 and 2016. There has been no impairment of goodwill for the periods presented. See Notes 4 and 5 for additional information regarding goodwill. We amortize intangible assets not considered to have an indefinite useful life using the straight-line method over their useful lives. We currently amortize our acquired intangible assets with definite lives over periods ranging from one to nine years. Each reporting period, we evaluate the estimated remaining useful life of intangible assets and assess whether events or changes in circumstances warrant a revision to the remaining period of amortization or indicate that impairment exists. We have not identified any impairments of finite-lived intangible assets during any of the periods presented. See Note 5 – Goodwill and Other Intangible Assets for additional information regarding intangible assets. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | IMPAIRMENT OF LONG-LIVED ASSETS In accordance with ASC 350, we review and evaluates our long-lived assets for impairment whenever events or changes in circumstances indicate that we may not recover their net book value. When such factors and circumstances exist, we compare the assets’ carrying amounts against the estimated undiscounted cash flows to be generated by those assets over their estimated useful lives. If the carrying amounts are greater than the undiscounted cash flows, we estimate the fair values of those assets by discounting the projected cash flows. We record any excess of the carrying amounts over the fair values as impairments in that fiscal period. We have identified no impairment of long-lived assets during any of the periods presented. |
Debt, Policy [Policy Text Block] | ORIGINAL ISSUE DISCOUNTS We recognize original issue discounts, when incurred on the issuance of debt, as a reduction of the current loan obligations that we amortize to interest expense over the life of the related indebtedness using the effective interest rate method. We record the amortization as interest expense – amortization of OID in the Consolidated Statements of Comprehensive Loss. At the time of any repurchases or retirements of related debt, we will write off the remaining amount of net original issue discounts and include them in the calculation of gain/(loss) on retirement in the consolidated statements of comprehensive loss. |
Revenue Recognition, Policy [Policy Text Block] | REVENUE RECOGNITION Our revenues consist of software-as-a-service (“SaaS”) offerings, time-based software subscriptions, and perpetual software license sale arrangements that also, typically, include hardware, maintenance/support and professional services elements. We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is probable. Software Revenue Recognition Revenue Recognition Multiple-Element Arrangements. SaaS arrangements and time-based software subscriptions typically have an initial term ranging from one to three years and are renewable on an annual basis. A typical SaaS arrangement will also include hardware, setup and implementation services. We allocate the value of the SaaS arrangement to each separate unit of accounting based on vendor-specific objective evidence (“VSOE”) of selling price, when it exists, third-party evidence of selling price for like services or best estimated selling price. Revenue allocated to the SaaS/software subscription element is recognized ratably over the non-cancellable term of the SaaS/subscription service. We recognize revenue allocated to other units of accounting included in the arrangement as outlined in the paragraphs below. We typically sell perpetual software licenses in multiple-element arrangements that include hardware, maintenance/support and professional services. We generally recognize software license revenues, determined under the residual method, on the date we deliver the product to the customer if VSOE of fair value exists for all undelivered elements of the software arrangement. If VSOE of fair value does not exist for an undelivered element, we defer the entire software arrangement and recognize it ratably over the remaining non-cancellable maintenance term after we have delivered all other undelivered elements. We base VSOE of fair value for our maintenance, training and installation services on the prices charged for these services when sold separately. We recognize revenue allocated to hardware, maintenance and services elements included in the arrangement as outlined below. Hardware devices sold to customers (typically time clock, LCD panel and other peripheral devices) are not essential to the functionality of the software and as such we treat them as non-software elements for revenue recognition purposes. We recognize hardware revenue when title passes to the customer, typically the date we ship the hardware. If we sell hardware under a hardware-as-a-service (“HaaS”) arrangement, title to the hardware remains with Asure and we recognize hardware usage revenue ratably over the non-cancellable term of the hardware service delivery, typically one year. Our professional services offerings which typically include data migration, set up, training, and implementation services are also not essential to the functionality of our products, as third parties or customers themselves can perform these services. Set up and implementation services typically occur at the start of the software arrangement while certain other professional services, depending on the nature of the services and customer requirements, may occur several months later. We can reasonably estimate professional services performed for a fixed fee and recognize this on a proportional performance basis. We recognize revenue for professional services engagements billed on a time and materials basis as we deliver the services. We recognize revenues on all other professional services engagements upon the earlier of the completion of the services deliverable or the expiration of the customer’s right to receive the service. We recognize maintenance/support revenues ratably over the non-cancellable term of the support agreement. Initial maintenance/support terms are typically one to three years and are renewable on an annual basis. We do not recognize revenue for agreements with rights of return, refundable fees, cancellation rights or substantive acceptance clauses until these return, refund or cancellation rights have expired or acceptance has occurred. Our arrangements with resellers do not allow for any rights of return. Deferred revenue includes amounts received from customers in excess of revenue recognized, and is comprised of deferred maintenance, service and other revenue. We recognize deferred revenues when we complete the service and over the terms of the arrangements, primarily ranging from one to three years. |
Advertising Costs, Policy [Policy Text Block] | ADVERTISING COSTS We expense advertising costs as we incur them. Advertising expenses were $65 and $109 for 2017 and 2016, respectively. We recorded these expenses as part of sales and marketing expenses on our Consolidated Statements of Comprehensive Loss. |
Lessee, Leases [Policy Text Block] | LEASE OBLIGATIONS We recognize its lease obligations with scheduled rent increases over the term of the lease on a straight-line basis. Accordingly, we charge the total amount of base rentals over the term of our leases to expense on a straight-line method, recording the amount of rental expense in excess of lease payments as a deferred rent liability. As of December 31, 2017 and 2016, we had $125 and $0 deferred rent liabilities. We also recognize capital lease obligations and record the underlying assets and liabilities on our Consolidated Balance Sheets. As of December 31, 2017 and 2016, we had $24 and $163 in capital lease obligations, respectively. |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | FOREIGN CURRENCY TRANSLATION We measure the financial statements of our foreign subsidiaries using the local currency as the functional currency. Accordingly, we translate the assets and liabilities of these foreign subsidiaries at current exchange rates at each balance sheet date. We record translation adjustments arising from the translation of net assets located outside of the United States into United States dollars in accumulated other comprehensive loss as a separate component of stockholders’ equity. We translate income and expenses from the foreign subsidiaries using monthly average exchange rates. We include net gains and losses resulting from foreign exchange transactions in other income and expenses, which were not significant in 2017and 2016. |
Income Tax, Policy [Policy Text Block] | INCOME TAXES We account for income taxes using the liability method under ASC 740, Accounting for Income Taxes, |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | SHARE BASED COMPENSATION We adopted Statement ASC 718 effective August 1, 2005, using the modified prospective application transition method. The modified prospective application method requires that companies recognize compensation expense on stock-based payment awards that are modified, repurchased or cancelled after the effective date. We estimate the fair value of each award granted from our stock option plan at the date of grant using the Black-Scholes option pricing model. During 2017 and 2016, we granted 575,000 and 454,000 stock options, respectively. As of December 31, 2017, we expect to recognize $1,362 of unrecognized compensation costs related to non-vested option grants over the course of the following three years. We issued 80,000 shares of common stock related to exercises of stock options granted from our stock option plan for 2017 and 278,000 shares in 2016. |
New Accounting Pronouncements, Policy [Policy Text Block] | RECENT ACCOUNTING PRONOUNCEMENTS Recently Adopted Standards In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 adopted the provisions of ASU 2015-11 on January 1, 2017. This adoption did not have any impact on our consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, “Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.”. The purpose of ASU 2016-09 is to simplify the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification of such activity on the statement of cash flows. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, including interim periods within that year. Prospective, retrospective, or modified retrospective application may be used dependent on the specific requirements of the amendments within ASU 2016-09. Effective January 1, 2017, the Company adopted ASU 2016-09 on a prospective basis. As such, prior periods have not been adjusted. In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment (Topic 350)”, which eliminates Step 2 from the goodwill impairment test. ASU 2017-04 is effective for annual and interim periods in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed after January 1, 2017 and should be applied prospectively. We adopted the provisions of ASU 2017-04 on January 1, 2017. The adoption did not have any impact on our consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 806): Clarifying the Definition of a Business”, which provides guidance in evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting, including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for public companies for fiscal years beginning after December 15, 2017. We adopted this standard early as of January 1, 2017 as permitted under the standard. The adoption did not have any impact on our consolidated financial statements. Standards Yet To Be Adopted In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). ASU 2014-09 supersedes a majority of existing revenue recognition guidance under US GAAP, and requires companies to recognize revenue when it transfers goods or services to a customer in an amount that reflects the consideration to which a company expects to be entitled. Companies may need to apply more judgment and estimation techniques or methods while recognizing revenue, which could result in additional disclosures to the financial statements. In addition, in March 2016, April 2016, May 2016 and December 2016 the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (“ASU 2016-08”), ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing (“ASU 2016-10”), ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients (“ASU 2016-12”) and ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers (“ASU 2016-20”), respectively, to amend certain guidance in ASU 2014-09. Topic 606 allows for either a retrospective or cumulative effect transition method. ASU 2014-09 was originally effective for fiscal years beginning after December 15, 2016. In July 2015, the FASB approved a one-year deferral of ASU 2014-09 and all amendments to it, with a new effective date for fiscal years beginning after December 15, 2017 with early adoption permitted as of the original effective date. We plan to adopt ASU 2014-09, as well as other clarifications and technical guidance issued by the FASB related to this new revenue standard, on January 1, 2018. We have developed our plan for implementing the new standard, which includes, but is not limited to, identifying contract populations and “in scope” customer contracts, identifying performance obligations in those customer contracts, and evaluating any impact of variable consideration. The Company has evaluated the transition methods and will likely apply the modified retrospective transition method, which would result in an adjustment to retained earnings for the cumulative effect, if any, of applying the standard to contracts that are not completed at the date of initial application. Under this method, we would not restate the prior financial statements presented, therefore the new standard requires us to provide additional disclosures of the amount by which each financial statement line item is affected in the current reporting period during 2018, as compared to the guidance that was in effect before the change, and an explanation of the reasons for significant changes, if any. The impact that the new revenue recognition standard will have on our consolidated financial statements and disclosures has not yet been fully assessed. However, we do not expect the provisions of the new standard to have a material effect on the timing or amount of revenue we recognize. Our assessment also includes determining the impact the new standard may have on the revenue reporting processes, including disclosures, ensuring internal controls will operate effectively with the new standard and performing gap analyses on collected data and determining the relative accounting positions where applicable. Included in our assessment of the new standard, is the potential impact on sales commissions and the term over which they will amortize. 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 ASU 2016-02 will have on our consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments” which eliminates the diversity in practice related to eight cash flow classification issues. This ASU is effective for fiscal years beginning after December 15, 2017, with early adoption permitted. The adoption of this accounting standard did not have a material impact on our financial position, results of operations, cash flows, or presentation thereof. In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash,” which requires the change in restricted cash or cash equivalents to be included with other changes in cash and cash equivalents in the statement of cash flows. The ASU is effective for fiscal years beginning after December 15, 2017, with early adoption permitted. The adoption of this accounting standard did not have a material impact on our financial position, results of operations, cash flows, or presentation thereof. In May 2017, the FASB issued ASU 2017-09, “Compensation – Stock Compensation (Topic 718) Scope of Modification Accounting,” which clarifies when to account for a change in the terms or conditions of a share-based payment award as a modification. ASU 2017-09 requires modification accounting only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. ASU 2017-09 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The adoption of this accounting standard did not have a material impact on our financial position, results of operations, cash flows, or presentation thereof. |
NOTE 2 - SIGNIFICANT ACCOUNTI22
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Tables) [Line Items] | |
Schedule of Long-term Debt Instruments [Table Text Block] | The Restated Credit Agreement amends the applicable margin rates for determining the interest rate payable on outstanding First Out and Last Out loan obligations as follows: Leverage Ratio First Out Base First Out LIBOR Last Out Base Last Out LIBOR < 3.25:1 2.00 Percentage Points 3.00 Percentage Points 7.00 Percentage Points 8.00 Percentage Points > 3.25:1 2.50 Percentage Points 3.50 Percentage Points 7.50 Percentage Points 8.50 Percentage Points |
Allowance for Credit Losses on Financing Receivables [Table Text Block] | The following table summarizes the annual changes in our allowance for doubtful accounts: Balance at December 31, 2015 $ 145 Provision for doubtful accounts receivable 265 Write-off of uncollectible accounts receivable (72 ) Balance at December 31, 2016 $ 338 Provision for doubtful accounts receivable 495 Write-off of uncollectible accounts receivable (408 ) Balance at December 31, 2017 $ 425 |
Amended Credit Agreement [Member] | |
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Tables) [Line Items] | |
Schedule of Long-term Debt Instruments [Table Text Block] | The Restated Credit Agreement amends the applicable margin rates for determining the interest rate payable on outstanding First Out and Last Out loan obligations as follows: Leverage Ratio First Out Base First Out LIBOR Last Out Base Last Out LIBOR < 3.25:1 2.00 Percentage Points 3.00 Percentage Points 7.00 Percentage Points 8.00 Percentage Points > 3.25:1 2.50 Percentage Points 3.50 Percentage Points 7.50 Percentage Points 8.50 Percentage Points |
NOTE 3 - FAIR VALUE MEASUREME23
NOTE 3 - FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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 December 31, 2017 and December 31, 2016, respectively: Fair Value Measure at December 31, 2017 Total Quoted Significant Carrying Prices Other Significant Value at in Active Observable Unobservable December 31, Market Inputs Inputs Description 2017 (Level 1) (Level 2) (Level 3) Assets: Cash and cash equivalents $ 27,792 $ 27,792 $ - $ - Total $ 27,792 $ 27,792 $ - $ - Fair Value Measure at December 31, 2016 Total Quoted Significant Carrying Prices Other Significant Value at in Active Observable Unobservable December 31, Market Inputs Inputs Description 2016 (Level 1) (Level 2) (Level 3) Assets: Cash and cash equivalents $ 12,767 $ 12,767 $ - $ - Total $ 12,767 $ 12,767 $ - $ - |
Schedule of Business Acquisitions by Acquisition, Contingent Consideration [Table Text Block] | The following table summarizes the annual changes in our contingent consideration: Balance at December 31, 2015 $ 173 Change in fair value of earnout (173 ) Balance at December 31, 2016 $ - |
NOTE 4 - ACQUISITIONS (Tables)
NOTE 4 - ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Text Block Supplement [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | We based the allocations on fair values at the date of acquisition: Assets Acquired CPI PMSI PSNW iSystems Compass ADS Total Cash & cash equivalents $ 126 131 53 211 207 124 $ 852 Accounts receivable 22 347 111 951 241 - 1,672 Restricted cash - - - 200 - - 200 Fixed assets - 130 7 681 38 4 860 Other assets - 17 17 699 33 1 767 Funds held for clients 2,809 - 6,294 - - 5,091 9,103 Goodwill 1,190 2,289 1,579 42,253 2,049 1,450 50,810 Intangibles 1,563 2,646 1,879 15,070 3,470 1,780 26,408 Total assets acquired $ 5,710 5,560 9,940 60,065 6,038 8,450 $ 90,672 Liabilities assumed Accounts payable 51 19 28 392 65 18 573 Accrued other liabilities - 191 40 791 45 6 1,073 Deferred revenue - 370 - 1,073 - - 1,443 Client fund obligations 2,754 - 6,294 - - 5,091 9,048 Total liabilities assumed 2,805 580 6,362 2,256 110 5,115 12,137 Net assets acquired $ 2,905 4,980 3,578 57,809 5,928 3,335 $ 78,535 Amount Assets acquired Accounts receivable $ 523 Funds held for clients 16,419 Fixed assets 258 Other assets 28 Goodwill 9,016 Intangibles 8,700 Total assets acquired $ 34,944 Liabilities assumed Accounts payable 64 Accrued other liabilities 461 Client fund obligations 16,419 Total liabilities assumed $ 16,944 Net assets acquired $ 18,000 |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The following is a reconciliation of the purchase price to the fair value of net assets acquired at the date of acquisition: CPI PMSI PSNW iSystems Compass ADS Total Purchase price $ 3,000 5,000 3,610 55,000 6,000 3,400 $ 76,010 Working capital adjustment - 42 - 202 81 - 325 Adjustment to fair value of Asure’s stock issued (54 ) - - 2,880 - 28 2,854 Debt discount (41 ) (62 ) (32 ) (273 ) (153 ) (93 ) (654 ) Fair value of net assets acquired $ 2,905 4,980 3,578 57,809 5,928 3,335 $ 78,535 |
Business Acquisition, Pro Forma Information [Table Text Block] | The following unaudited summary of pro forma combined results of operations for the twelve months ended December 31, 2017 and 2016 gives effect to the acquisitions of Mangrove, PMSI, iSystems, Compass, and ADS and the acquisition of the assets of COBRAsource, PSNW and CPI as if we had completed them on January 1, 2016. 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, 2016, nor is it indicative of future consolidated results of operations. FOR THE YEAR FOR THE YEAR ENDED DECEMBER 31, ENDED DECEMBER 31, 2017 2016 Revenues $ 62,393 $ 61,412 Net income (loss) $ (4,693 ) $ (5,612 ) Net income (loss) per common share: Basic and diluted $ (0.40 ) $ (0.68 ) Weighted average shares outstanding: Basic 11,639 8,216 Diluted 11,639 8,216 |
NOTE 5 - GOODWILL AND OTHER I25
NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill [Table Text Block] | In accordance with ASC 350, Intangibles-Goodwill and Other, we review and evaluate our long-lived assets, including intangible assets with finite lives, for impairment whenever events or changes in circumstances indicate that we may not recover their net book value. We test goodwill for impairment on an annual basis in the fourth fiscal quarter of each year, and between annual tests, if indicators of potential impairment exist, using a fair-value-based approach. There has been no impairment of goodwill for the periods presented. We amortize intangible assets not considered to have an indefinite useful life using the straight-line method over their estimated period of benefit, which generally ranges from one to nine years. Each reporting period, we evaluate the estimated remaining useful life of intangible assets and assess whether events or changes in circumstances warrant a revision to the remaining period of amortization or indicate that impairment exists. We have not identified any impairments of finite-lived intangible assets during any of the periods presented. Balance at December 31, 2016 $ 26,259 Goodwill recognized upon acquisitions of PMSI, CPI, PSNW, iSystems, Compass, and ADS 50,810 Adjustment to Goodwill associated with acquisition of Mangrove 272 Foreign exchange adjustment to goodwill 7 Balance at December 31, 2017 $ 77,348 |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | The gross carrying amount and accumulated amortization of our intangible assets as of December 31, 2017 and 2016 are as follows: December 31, 2017 Intangible Assets Weighted Average Amortization Period (in Years) Gross Accumulated Amortization Net Developed Technology 6.7 $ 11,925 $ (5,010 ) $ 6,915 Customer Relationships 9.5 37,096 (13,142 ) 23,954 Reseller Relationships 7.0 853 (761 ) 92 Trade Names 10.4 2,915 (884 ) 2,031 Noncompete Agreements 6.1 692 (130 ) 562 8.8 $ 53,481 $ (19,927 ) $ 33,554 December 31, 2016 Intangible Assets Weighted Average Amortization Period (in Years) Gross Accumulated Amortization Net Developed Technology 12.7 $ 10,915 $ (3,408 ) $ 7,507 Customer Relationships 7.3 14,011 (10,270 ) 3,741 Reseller Relationships 7 853 (640 ) 213 Trade Names 14.5 1,294 (707 ) 587 9.8 $ 27,073 $ (15,025 ) $ 12,048 |
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 December 31, 2017: Calendar Years 2018 $ 5,474 2019 4,760 2020 3,925 2021 3,593 2022 3,501 Thereafter 12,301 Subtotal $ 33,554 |
NOTE 6 - NOTES PAYABLE (Tables)
NOTE 6 - NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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 December 31, 2017 Balance as of December 31, 2016 Subordinated Notes Payable- Mangrove acquisition 3/18/2018 3.50 % $ - $ 6,000 Subordinated Notes Payable- PMSI acquisition 4/30/2018 2.00 % 1,125 - Subordinated Notes Payable- CPI acquisition 4/30/2018 - % 500 - Subordinated Notes Payable- PSNW acquisition 4/30/2018 2.00 % 600 - Subordinated Notes Payable- iSystems acquisition 5/25/2019 3.50 % 5,000 - Subordinated Notes Payable- Compass acquisition 5/25/2022 2.00 % 1,500 - Subordinated Notes Payable- ADS acquisition 10/1/2019 2.00 % 1,122 - Term Loan – Wells Fargo Syndicate Partner 5/25/2022 9.53 % 34,125 - Term Loan - Wells Fargo 5/25/2022 4.53 % 34,125 24,715 Total Notes Payable $ 78,097 $ 30,715 Short-term notes payable $ 8,895 $ 5,455 Long-term notes payable $ 69,202 $ 25,260 |
Schedule of Debt and Debt Issuance Costs [Table Text Block] | The following table summarizes the debt issuance costs as of the dates indicated: Notes Payable Gross Notes Payable at December 31, 2017 Debt Issuance Costs Net Notes Payable at December 31, 2017 Notes payable, current portion $ 8,895 $ - $ 8,895 Notes payable, net of current portion 69,202 (2,229 ) 66,973 Total Notes Payable $ 78,097 $ (2,229 ) $ 75,868 Notes Payable Gross Notes Payable at December 31, 2016 Debt Issuance Costs Net Notes Payable at December 31, 2016 Notes payable, current portion $ 5,455 $ - $ 5,455 Notes payable, net of current portion 25,260 (679 ) 24,581 Total Notes Payable $ 30,715 $ (679 ) $ 30,036 |
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, 2018 $ 8,895 December 31, 2019 7,052 December 31, 2020 3,800 December 31, 2021 3,800 December 31, 2022 54,550 Gross Notes Payable $ 78,097 |
Schedule of Long-term Debt Instruments [Table Text Block] | The Restated Credit Agreement amends the applicable margin rates for determining the interest rate payable on outstanding First Out and Last Out loan obligations as follows: Leverage Ratio First Out Base First Out LIBOR Last Out Base Last Out LIBOR < 3.25:1 2.00 Percentage Points 3.00 Percentage Points 7.00 Percentage Points 8.00 Percentage Points > 3.25:1 2.50 Percentage Points 3.50 Percentage Points 7.50 Percentage Points 8.50 Percentage Points |
NOTE 7 - PROPERTY AND EQUIPME27
NOTE 7 - PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment and related depreciable useful lives as of December 31, 2017 and 2016 are composed of the following: December 31, 2017 2016 Software: 3-5 years $ 7,436 $ 7,090 Furniture and equipment: 2-5 years 7,918 7,087 Internal support equipment: 2-4 years 696 696 Capital leases: lease term or life of the asset 178 178 Leasehold improvements: shorter of the lease term or life of the improvement 3,813 2,610 Software development costs 2,062 - 22,103 17,661 Less accumulated depreciation and amortization (16,886 ) (15,783 ) $ 5,217 $ 1,878 |
NOTE 8 - STOCKHOLDERS' EQUITY (
NOTE 8 - STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The following table summarizes the assumptions used to develop their fair value for 2017 and 2016: Year Ended December 31, 2017 2016 Risk-free interest rate 1.60 % .97 % Expected volatility .41 0.38 Expected life in years 3.69 3.44 Dividend yield - - |
Schedule of Share-based Compensation, Stock Options, Reserved Shares for Future Issuance, Activity [Table Text Block] | As of December 31, 2017, we reserved shares of common stock for future issuance as follows: Options outstanding 1,014,000 Options available for future grant 20,000 Shares reserved 1,034,000 |
Share-based Compensation, Stock Options, Activity [Table Text Block] | The following table summarizes activity under all Plans during 2017 and 2016. Year Ended December 31, 2017 Year Ended December 31, 2016 Weighted Weighted Average Average Exercise Exercise Shares Price Shares Price Outstanding at the beginning of the year 614,000 $ 6.47 640,000 $ 4.40 Granted 575,000 11.30 454,000 6.70 Exercised (80,000 ) 5.55 (278,000 ) 2.69 Canceled (95,000 ) 7.16 (202,000 ) 5.61 Outstanding at the end of the year 1,014,000 $ 9.22 614,000 $ 6.47 Options exercisable at the end of the year 247,000 $ 6.34 130,000 $ 5.71 Weighted average fair value of options granted during the year $ 3.63 $ 1.53 |
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] | The following table summarizes the outstanding and exercisable options and their exercise prices as of December 31, 2017: OPTIONS OUTSTANDING OPTIONS EXERCISABLE RANGE OF EXERCISE PRICES NUMBER OUTSTANDING AT DECEMBER 31, 2017 WEIGHTED- AVERAGE REMAINING CONTRACTUAL LIFE (YEARS) WEIGHTED-AVERAGE EXERCISE PRICE NUMBER EXERCISABLE AND VESTED AT DECEMBER 31, 2017 WEIGHTED-AVERAGE EXERCISE PRICE $ 1.68 – 7.48 293,000 2.71 $ 5.48 187,000 $ 5.56 7.49 – 11.00 428,000 4.13 9.41 60,000 8.79 11.01 – 14.91 293,000 4.71 12.68 – – $ 1.68 14.91 1,014,000 3.89 $ 9.22 247,000 $ 6.34 |
NOTE 11 - NET LOSS PER SHARE (T
NOTE 11 - NET LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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 2017 and 2016. Year Ended Year Ended December 31, December 31, 2017 2016 Net Loss $ (5,722 ) $ (972 ) Weighted-average shares of common stock outstanding 10,891,000 6,533,000 Basic and diluted net loss per share $ (0.53 ) $ (0.15 ) |
NOTE 12 - INCOME TAXES (Tables)
NOTE 12 - INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Summary of Income Tax Contingencies [Table Text Block] | The components of pre-tax loss for the years ended December 31, 2017 and 2016 are as follows: 2017 2016 Domestic $ (5,519 ) $ (865 ) Foreign (107 ) 82 Total $ (5,626 ) $ (783 ) |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The components of the provision (benefit) for income taxes attributable to continuing operations for the years ended December 31, 2017 and 2016 are as follows: 2017 2016 Current: Federal $ 6 $ - State 50 16 Foreign (213 ) - Total current (157 ) 16 Deferred: Federal 85 155 State 168 18 Foreign - - Total deferred 253 173 $ 96 $ 189 |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred taxes at December 31, 2017 and 2016 are as follows: 2017 2016 DEFERRED TAXES: Deferred tax assets Net operating losses $ 28,349 $ 39,560 Research and development credit carryforwards 4,659 4,188 Minimum tax credit carryforwards 123 161 Stock compensation 11 10 Deferred revenue 299 393 Accrued expenses 318 388 Other 260 102 34,019 44,802 Valuation allowance (28,849 ) (43,517 ) Net deferred tax assets 5,170 1,285 Deferred tax liabilities Acquired intangibles (5,180 ) (525 ) Fixed assets (309 ) (765 ) Goodwill (751 ) (812 ) (6,240 ) (2,102 ) Net current deferred tax assets (liabilities) $ (1,070 ) $ (817 ) |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | Our provision for income taxes attributable to continuing operations differs from the expected tax expense (benefit) amount computed by applying the statutory federal income tax rate of 34% to income before income taxes as a result of the following: 2017 2016 Computed at statutory rate $ (1,913 ) $ (266 ) State taxes, net of federal benefit (6 ) (34 ) Permanent items and other 21 189 Credit carryforwards (181 ) (59 ) Foreign income taxed at different rates (198 ) (45 ) Effect of Tax Act 14,058 - Change in tax carryforwards not benefitted 2,983 - Change in valuation allowance (14,668 ) 404 $ 96 $ 189 |
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | Under ASC 740-10, Income Taxes, we periodically review the uncertainties and judgments related to the application of complex income tax regulations to determine income tax liabilities in several jurisdictions. We use a “more likely than not” criterion for recognizing an asset for unrecognized income tax benefits or a liability for uncertain tax positions. We have determined we have the following unrecognized assets or liabilities related to uncertain tax positions as of December 31, 2017. We do not anticipate any significant changes in such uncertainties and judgments during the next twelve months. To the extent we are required to recognize interest and penalties related to unrecognized tax liabilities, this amount will be recorded as an accrued liability. The reconciliation of our unrecognized tax benefits is as follows: Balance at December 31, 2015 $ 1,290 Additions based on tax positions related to the current year 25 Additions for tax positions of prior years (96 ) Balance at December 31, 2016 $ 1,219 Additions based on tax positions related to the current year 99 Additions for tax positions of prior years 11 Reductions for tax positions of prior years (155 ) Balance at December 31, 2017 $ 1,174 |
NOTE 13 - LEASE COMMITMENTS (Ta
NOTE 13 - LEASE COMMITMENTS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Text Block Supplement [Abstract] | |
Schedule of Future Minimum Lease Payments for Operating Leases and Capital Leases [Table Text Block] | Our future minimum lease payments under all operating and capital leases as of December 31, 2017 are as follows: CALENDAR YEAR ENDING: OPERATING LEASE OBLIGATIONS CAPITAL LEASE OBLIGATIONS 2018 1,978 7 2019 1,738 17 2020 1,506 -- 2021 1,376 -- 2022 905 -- Thereafter 1,142 -- $ 8,645 $ 24 Less: Sublease income (369 ) - TOTAL $ 8,276 $ 24 Less current portion of obligations (7 ) Long-term portion of obligations $ 17 |
NOTE 2 - SIGNIFICANT ACCOUNTI32
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 30, 2017 | May 31, 2017 | Jun. 30, 2017 | May 31, 2017 | Feb. 28, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | May 30, 2017 | Mar. 31, 2017 | Dec. 31, 2015 | Mar. 31, 2014 |
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||||||
Cash and Cash Equivalents, at Carrying Value | $ 27,792 | $ 12,767 | $ 1,158 | ||||||||
Offering Amount, Maximum | $ 75,000 | ||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | 2,185,000 | ||||||||||
Sale of Stock, Price Per Share (in Dollars per share) | $ 13.50 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period (in Shares) | 285,000 | 80,000 | 278,000 | ||||||||
Proceeds from Issuance or Sale of Equity | $ 27,800 | ||||||||||
Funds Held for Clients | $ 42,328 | $ 22,981 | |||||||||
Property, Plant and Equipment, Useful Life | 3 years | ||||||||||
Advertising Expense | $ 65 | 109 | |||||||||
Deferred Rent Credit, Current | 125 | 0 | |||||||||
Capital Lease Obligations | $ 24 | $ 163 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 575,000 | 454,000 | |||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 1,362 | ||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 3 years | ||||||||||
Amendment Credit Agreement with Wells Fargo Bank, N.A. [Member] | |||||||||||
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 40,000 | $ 40,000 | |||||||||
Debt Instrument, Increase (Decrease) for Period, Description | This increase includes an additional term loan commitment of approximately $40,286 and an additional revolver commitment of $2,000.  As of December 31, 2017 and December 31, 2016, $0 was outstanding and $5,000 and $3,000, respectively, were available for borrowing under the revolver. The term loan consists of a $35,000 “First Out Loan Obligation” funded by Wells Fargo as administrative agent, and a $35,000 “Last Out Loan Obligation” funded by Wells Fargo’s syndicate partner, Goldman Sachs. | ||||||||||
Minimum [Member] | |||||||||||
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||||||
Property, Plant and Equipment, Useful Life | 2 years | ||||||||||
Finite-Lived Intangible Asset, Useful Life | 1 year | ||||||||||
Maximum [Member] | |||||||||||
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||||||
Property, Plant and Equipment, Useful Life | 5 years | ||||||||||
Finite-Lived Intangible Asset, Useful Life | 9 years | ||||||||||
SaaS Arrangements and Time-based Software Subscriptions [Member] | Minimum [Member] | |||||||||||
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||||||
Revenue Recognition, Term | 1 year | ||||||||||
SaaS Arrangements and Time-based Software Subscriptions [Member] | Maximum [Member] | |||||||||||
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||||||
Revenue Recognition, Term | 3 years | ||||||||||
Hardware [Member] | |||||||||||
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||||||
Revenue Recognition, Term | 1 year | ||||||||||
Maintenance and Support Services [Member] | Minimum [Member] | |||||||||||
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||||||
Revenue Recognition, Term | 1 year | ||||||||||
Maintenance and Support Services [Member] | Maximum [Member] | |||||||||||
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||||||
Revenue Recognition, Term | 3 years | ||||||||||
Deferred Maintenance, Serices and Other [Member] | Minimum [Member] | |||||||||||
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||||||
Revenue Recognition, Term | 1 year | ||||||||||
Deferred Maintenance, Serices and Other [Member] | Maximum [Member] | |||||||||||
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||||||
Revenue Recognition, Term | 3 years | ||||||||||
Line of Credit [Member] | Wells Fargo Bank, N.A. [Member] | |||||||||||
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 5,000 | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 32,714 | $ 3,000 | |||||||||
Line of Credit [Member] | Amendment Credit Agreement with Wells Fargo Bank, N.A. [Member] | |||||||||||
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 75,000 | $ 75,000 | $ 32,714 | ||||||||
Debt Instrument, Increase (Decrease) for Period, Description | This increase includes an additional term loan commitment of approximately $40,286 and an additional revolver commitment of $2,000.  The term loan consists of a $35,000 “First Out Loan Obligation” funded by Wells Fargo as administrative agent, and a $35,000 “Last Out Loan Obligation” funded by Wells Fargo’s syndicate partner, Goldman Sachs. | ||||||||||
Debt Instrument, Face Amount | $ 5,000 | ||||||||||
Line of Credit [Member] | Revolving Credit Facility [Member] | Wells Fargo Bank, N.A. [Member] | |||||||||||
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 5,000 | $ 3,000 | |||||||||
Line of Credit [Member] | Revolving Credit Facility [Member] | Amendment Credit Agreement with Wells Fargo Bank, N.A. [Member] | |||||||||||
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||||||
Debt Instrument, Face Amount | $ 2,000 | $ 2,000 | |||||||||
Term Loan [Member] | Wells Fargo Bank, N.A. [Member] | |||||||||||
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||||||
Debt Instrument, Covenant Description | The Restated Credit Agreement also:·                  amends our leverage ratio covenant to increase the maximum ratio to 5.75:1 at June 30, 2017, stepping down to 3.25:1 at June 30, 2020 and each quarter-end thereafter;·                  amends our fixed charge coverage ratio to be not less than 1.35:1 at June 30, 2017 and September 30, 2017, not less than 1.45:1 at December 31, 2017, and not less than 1.50:1 beginning with the quarter ending March 31, 2018 and each quarter-end thereafter; and·                  adds a Trailing Twelve Months (“TTM”) recurring revenue covenant, requiring software-as-a-service, hardware-as-a-service and cloud subscription and maintenance support revenues to be at least $41,000 at June 30, 2017 and stepping up to $60,500 at June 30, 2022 and each quarter-end thereafter. | ||||||||||
Term Loan [Member] | Amendment Credit Agreement with Wells Fargo Bank, N.A. [Member] | |||||||||||
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||||||
Debt Instrument, Face Amount | 40,286 | $ 40,286 | |||||||||
Term loan, First Out Loan Obligation | 35,000 | 35,000 | |||||||||
Term loan, Last Out Loan Obligation | $ 35,000 | $ 35,000 | |||||||||
Notes Payable to Banks [Member] | Wells Fargo Bank, N.A. [Member] | |||||||||||
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||||||
Debt Instrument, Face Amount | $ 15,000 | ||||||||||
Debt Instrument, Periodic Payment | $ 875 | ||||||||||
Debt Instrument, Frequency of Periodic Payment | last day of each fiscal quarter | ||||||||||
Debt Instrument, Maturity Date | May 25, 2022 | May 25, 2022 | |||||||||
Debt Instrument, Covenant Description | The Restated Credit Agreement also: |
NOTE 2 - SIGNIFICANT ACCOUNTI33
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Appicable Margin Rates | 12 Months Ended |
Dec. 31, 2017 | |
Less Than 3.25:1 [Member] | First Out Base Rate Margin [Member] | |
Debt Instrument [Line Items] | |
Margin Rate | 2.00% |
Less Than 3.25:1 [Member] | First Out LIBOR Rate Margin [Member] | |
Debt Instrument [Line Items] | |
Margin Rate | 3.00% |
Less Than 3.25:1 [Member] | Last Out Base Rate Margin [Member] | |
Debt Instrument [Line Items] | |
Margin Rate | 7.00% |
Less Than 3.25:1 [Member] | Last Out LIBOR Rate Margin [Member] | |
Debt Instrument [Line Items] | |
Margin Rate | 8.00% |
More Than 3.25:1 [Member] | First Out Base Rate Margin [Member] | |
Debt Instrument [Line Items] | |
Margin Rate | 2.50% |
More Than 3.25:1 [Member] | First Out LIBOR Rate Margin [Member] | |
Debt Instrument [Line Items] | |
Margin Rate | 3.50% |
More Than 3.25:1 [Member] | Last Out Base Rate Margin [Member] | |
Debt Instrument [Line Items] | |
Margin Rate | 7.50% |
More Than 3.25:1 [Member] | Last Out LIBOR Rate Margin [Member] | |
Debt Instrument [Line Items] | |
Margin Rate | 8.50% |
NOTE 2 - SIGNIFICANT ACCOUNTI34
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule for Allowance for Doubtful Accounts - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Schedule for Allowance for Doubtful Accounts [Abstract] | ||
Balance | $ 338 | $ 145 |
Provision for doubtful accounts receivable | 495 | 265 |
Write-off of uncollectible accounts receivable | (408) | (72) |
Balance | $ 425 | $ 338 |
NOTE 3 - FAIR VALUE MEASUREME35
NOTE 3 - FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
NOTE 3 - FAIR VALUE MEASUREMENTS (Details) [Line Items] | |||
Revenues | $ 54,442 | $ 35,542 | |
Loans Payable, Fair Value Disclosure | 78,097 | ||
FotoPunch, Inc. Acquisition [Member] | |||
NOTE 3 - FAIR VALUE MEASUREMENTS (Details) [Line Items] | |||
Contingent Consideration Classified, Fair Value Disclosure | $ 0 | ||
FotoPunch, Inc. Acquisition [Member] | Revenue Projections in 2017 [Member] | |||
NOTE 3 - FAIR VALUE MEASUREMENTS (Details) [Line Items] | |||
Revenues | $ 228 | ||
FotoPunch, Inc. Acquisition [Member] | Revenue Projections in 2017 [Member] | Scenario, Forecast [Member] | |||
NOTE 3 - FAIR VALUE MEASUREMENTS (Details) [Line Items] | |||
Revenues | $ 251 |
NOTE 3 - FAIR VALUE MEASUREME36
NOTE 3 - FAIR VALUE MEASUREMENTS (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Assets: | ||
Cash and Cash Equivalents | $ 27,792 | $ 12,767 |
Total Assets | 27,792 | 12,767 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets: | ||
Cash and Cash Equivalents | 27,792 | 12,767 |
Total Assets | 27,792 | 12,767 |
Fair Value, Inputs, Level 2 [Member] | ||
Assets: | ||
Cash and Cash Equivalents | 0 | 0 |
Total Assets | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Assets: | ||
Cash and Cash Equivalents | 0 | 0 |
Total Assets | $ 0 | $ 0 |
NOTE 3 - FAIR VALUE MEASUREME37
NOTE 3 - FAIR VALUE MEASUREMENTS (Details) - Schedule of Business Acquisitions by Acquisition, Contingent Consideration - Fair Value, Inputs, Level 3 [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Business Acquisition, Contingent Consideration [Line Items] | |
Contingent Consideration Balance | $ 173 |
Change in fair value of earnout | (173) |
Contingent Consideration Balance | $ 0 |
NOTE 4 - ACQUISITIONS (Details)
NOTE 4 - ACQUISITIONS (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Oct. 31, 2017USD ($)shares | May 31, 2017USD ($)shares | Jan. 31, 2017USD ($)shares | Mar. 31, 2016USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016 | |
NOTE 4 - ACQUISITIONS (Details) [Line Items] | |||||||
Number of Businesses Acquired | 2 | 3 | |||||
Business Combination, Consideration Transferred | $ 76,010 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 26,408 | ||||||
Amendment Credit Agreement with Wells Fargo Bank, N.A. [Member] | |||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 40,000 | ||||||
Personnel Management Systems, Inc ("PMSI") [Member] | |||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | |||||||
Payments to Acquire Businesses, Gross | $ 3,875 | ||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 1,125 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | ||||||
Business Combination, Consideration Transferred | 5,000 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 2,646 | ||||||
Corporate Payroll, Inc. [Member] | |||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | |||||||
Payments to Acquire Businesses, Gross | $ 1,500 | ||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 500 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | ||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares) | shares | 112,166 | ||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 1,000 | ||||||
Business Acquisition Equity Interests Issued or Issuable, Lock-Up Agreement | 6 months | ||||||
Business Combination, Consideration Transferred | 3,000 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 1,563 | ||||||
Payroll Specialities NW ("PSNW") [Member] | |||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | |||||||
Payments to Acquire Businesses, Gross | $ 3,010 | $ 3,010 | |||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 600 | $ 600 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | 2.00% | |||||
Business Combination, Consideration Transferred | 3,610 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 1,879 | ||||||
iSystems Intermediate Holdco, Inc.(iSystems) [Member] | |||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | |||||||
Payments to Acquire Businesses, Gross | 32,000 | ||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 5,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.50% | ||||||
Equity Method Investment, Ownership Percentage | 100.00% | 100.00% | |||||
Business Combination, Consideration Transferred | $ 55,000 | 55,000 | |||||
Stock Issued During Period, Shares, Acquisitions (in Shares) | shares | 1,526,332 | ||||||
Stock Issued During Period, Value, Acquisitions | $ 18,000 | ||||||
Debt Instrument, Frequency of Periodic Payment | two installments | ||||||
Debt Instrument, Periodic Payment | $ 2,500 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 15,070 | ||||||
iSystems Intermediate Holdco, Inc.(iSystems) [Member] | Amendment Credit Agreement with Wells Fargo Bank, N.A. [Member] | |||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | |||||||
Proceeds from Lines of Credit | 32,000 | ||||||
Compass HRM, Inc. (Compass) [Member] | |||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | |||||||
Payments to Acquire Businesses, Gross | 4,500 | ||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 1,500 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | ||||||
Equity Method Investment, Ownership Percentage | 100.00% | ||||||
Business Combination, Consideration Transferred | $ 6,000 | 6,000 | |||||
Debt Instrument, Frequency of Periodic Payment | five annual installments | ||||||
Debt Instrument, Periodic Payment | $ 300 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 3,470 | ||||||
Compass HRM, Inc. (Compass) [Member] | Amendment Credit Agreement with Wells Fargo Bank, N.A. [Member] | |||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | |||||||
Proceeds from Lines of Credit | $ 4,500 | ||||||
Associated Data Services ("ADS") [Member] | |||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | |||||||
Payments to Acquire Businesses, Gross | $ 1,778 | ||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 1,122 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | ||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares) | shares | 44,624 | ||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 528,200 | ||||||
Equity Method Investment, Ownership Percentage | 100.00% | ||||||
Business Combination, Consideration Transferred | $ 3,400 | 3,400 | |||||
Debt Instrument, Frequency of Periodic Payment | two annual installments | ||||||
Debt Instrument, Maturity Date | Oct. 1, 2019 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 1,780 | ||||||
Associated Data Services ("ADS") [Member] | First Installment [Member] | |||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | |||||||
Debt Instrument, Periodic Payment | $ 370 | ||||||
Associated Data Services ("ADS") [Member] | Second Installment [Member] | |||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | |||||||
Debt Instrument, Periodic Payment | $ 752 | ||||||
The 2017 Acquisitions [Member] | |||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 26,408 | ||||||
Business Acquisition, Transaction Costs | 3,112 | ||||||
The 2017 Acquisitions [Member] | Customer Relationships [Member] | |||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 23,085 | ||||||
The 2017 Acquisitions [Member] | Trade Names [Member] | |||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 1,621 | ||||||
The 2017 Acquisitions [Member] | Trade Names [Member] | Minimum [Member] | |||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | |||||||
Fair Value Inputs, Discount Rate | 1.00% | ||||||
The 2017 Acquisitions [Member] | Trade Names [Member] | Maximum [Member] | |||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | |||||||
Fair Value Inputs, Discount Rate | 1.70% | ||||||
The 2017 Acquisitions [Member] | Developed Technology Rights [Member] | |||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 1,010 | ||||||
The 2017 Acquisitions [Member] | Noncompete Agreements [Member] | |||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 692 | ||||||
The 2017 Acquisitions [Member] | Customer Relationships and Developed Technology [Member] | Minimum [Member] | |||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | |||||||
Fair Value Inputs, Discount Rate | 14.00% | ||||||
The 2017 Acquisitions [Member] | Customer Relationships and Developed Technology [Member] | Maximum [Member] | |||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | |||||||
Fair Value Inputs, Discount Rate | 17.00% | ||||||
Mangrove Employer Services, Inc. [Member] | |||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | |||||||
Payments to Acquire Businesses, Gross | $ 11,348 | ||||||
Business Acquisition, Transaction Costs | 706 | ||||||
Debt Instrument, Face Amount | 6,000 | ||||||
Mangrove COBRASource, Inc. [Member] | |||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | |||||||
Payments to Acquire Businesses, Gross | 11,348 | ||||||
Business Combination, Consideration Transferred, Liabilities Incurred | 6,000 | ||||||
Business Combination, Consideration Transferred | 1,036 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 8,700 | $ 8,700 | |||||
Mangrove COBRASource, Inc. [Member] | Customer Relationships [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% | ||||||
Mangrove COBRASource, Inc. [Member] | Trade Names [Member] | |||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 600 | ||||||
Fair Value Inputs, Discount Rate | 18.10% | ||||||
Mangrove COBRASource, Inc. [Member] | Trade Names [Member] | Payroll Division [Member] | |||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | |||||||
Fair Value Inputs, Discount Rate | 1.20% | ||||||
Mangrove COBRASource, Inc. [Member] | Trade Names [Member] | Benefits Administration Services [Member] | |||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | |||||||
Fair Value Inputs, Discount Rate | 0.50% | ||||||
Mangrove COBRASource, Inc. [Member] | Developed Technology Rights [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% |
NOTE 4 - ACQUISITIONS (Details
NOTE 4 - ACQUISITIONS (Details) - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Mar. 31, 2016 | |
NOTE 4 - ACQUISITIONS (Details) - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Line Items] | ||
Cash & cash equivalents | $ 852 | |
Accounts receivable | 1,672 | |
Restricted cash | 200 | |
Fixed assets | 860 | |
Other assets | 767 | |
Funds held for clients | 9,103 | |
Goodwill | 50,810 | |
Intangibles | 26,408 | |
Total assets acquired | 90,672 | |
Liabilities assumed | ||
Accounts payable | 573 | |
Accrued other liabilities | 1,073 | |
Deferred revenue | 1,443 | |
Client fund obligations | 9,048 | |
Total liabilities assumed | 12,137 | |
Net assets acquired | 78,535 | |
Corporate Payroll, Inc. [Member] | ||
NOTE 4 - ACQUISITIONS (Details) - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Line Items] | ||
Cash & cash equivalents | 126 | |
Accounts receivable | 22 | |
Restricted cash | 0 | |
Fixed assets | 0 | |
Other assets | 0 | |
Funds held for clients | 2,809 | |
Goodwill | 1,190 | |
Intangibles | 1,563 | |
Total assets acquired | 5,710 | |
Liabilities assumed | ||
Accounts payable | 51 | |
Accrued other liabilities | 0 | |
Deferred revenue | 0 | |
Client fund obligations | 2,754 | |
Total liabilities assumed | 2,805 | |
Net assets acquired | 2,905 | |
Personnel Management Systems, Inc ("PMSI") [Member] | ||
NOTE 4 - ACQUISITIONS (Details) - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Line Items] | ||
Cash & cash equivalents | 131 | |
Accounts receivable | 347 | |
Restricted cash | 0 | |
Fixed assets | 130 | |
Other assets | 17 | |
Funds held for clients | 0 | |
Goodwill | 2,289 | |
Intangibles | 2,646 | |
Total assets acquired | 5,560 | |
Liabilities assumed | ||
Accounts payable | 19 | |
Accrued other liabilities | 191 | |
Deferred revenue | 370 | |
Client fund obligations | 0 | |
Total liabilities assumed | 580 | |
Net assets acquired | 4,980 | |
Payroll Specialities NW ("PSNW") [Member] | ||
NOTE 4 - ACQUISITIONS (Details) - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Line Items] | ||
Cash & cash equivalents | 53 | |
Accounts receivable | 111 | |
Restricted cash | 0 | |
Fixed assets | 7 | |
Other assets | 17 | |
Funds held for clients | 6,294 | |
Goodwill | 1,579 | |
Intangibles | 1,879 | |
Total assets acquired | 9,940 | |
Liabilities assumed | ||
Accounts payable | 28 | |
Accrued other liabilities | 40 | |
Deferred revenue | 0 | |
Client fund obligations | 6,294 | |
Total liabilities assumed | 6,362 | |
Net assets acquired | 3,578 | |
iSystems Intermediate Holdco, Inc.(iSystems) [Member] | ||
NOTE 4 - ACQUISITIONS (Details) - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Line Items] | ||
Cash & cash equivalents | 211 | |
Accounts receivable | 951 | |
Restricted cash | 200 | |
Fixed assets | 681 | |
Other assets | 699 | |
Funds held for clients | 0 | |
Goodwill | 42,253 | |
Intangibles | 15,070 | |
Total assets acquired | 60,065 | |
Liabilities assumed | ||
Accounts payable | 392 | |
Accrued other liabilities | 791 | |
Deferred revenue | 1,073 | |
Client fund obligations | 0 | |
Total liabilities assumed | 2,256 | |
Net assets acquired | 57,809 | |
Compass HRM, Inc. (Compass) [Member] | ||
NOTE 4 - ACQUISITIONS (Details) - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Line Items] | ||
Cash & cash equivalents | 207 | |
Accounts receivable | 241 | |
Restricted cash | 0 | |
Fixed assets | 38 | |
Other assets | 33 | |
Funds held for clients | 0 | |
Goodwill | 2,049 | |
Intangibles | 3,470 | |
Total assets acquired | 6,038 | |
Liabilities assumed | ||
Accounts payable | 65 | |
Accrued other liabilities | 45 | |
Deferred revenue | 0 | |
Client fund obligations | 0 | |
Total liabilities assumed | 110 | |
Net assets acquired | 5,928 | |
Associated Data Services ("ADS") [Member] | ||
NOTE 4 - ACQUISITIONS (Details) - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Line Items] | ||
Cash & cash equivalents | 124 | |
Accounts receivable | 0 | |
Restricted cash | 0 | |
Fixed assets | 4 | |
Other assets | 1 | |
Funds held for clients | 5,091 | |
Goodwill | 1,450 | |
Intangibles | 1,780 | |
Total assets acquired | 8,450 | |
Liabilities assumed | ||
Accounts payable | 18 | |
Accrued other liabilities | 6 | |
Deferred revenue | 0 | |
Client fund obligations | 5,091 | |
Total liabilities assumed | 5,115 | |
Net assets acquired | 3,335 | |
Mangrove COBRASource, Inc. [Member] | ||
NOTE 4 - ACQUISITIONS (Details) - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Line Items] | ||
Accounts receivable | 523 | |
Fixed assets | 258 | |
Other assets | 28 | |
Funds held for clients | 16,419 | |
Goodwill | 9,016 | |
Intangibles | 8,700 | $ 8,700 |
Total assets acquired | 34,944 | |
Liabilities assumed | ||
Accounts payable | 64 | |
Accrued other liabilities | 461 | |
Client fund obligations | 16,419 | |
Total liabilities assumed | 16,944 | |
Net assets acquired | $ 18,000 |
NOTE 4 - ACQUISITIONS (Detai40
NOTE 4 - ACQUISITIONS (Details) - Schedule of Business Acquisitions, by Acquisition - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Oct. 31, 2017 | May 31, 2017 | Dec. 31, 2017 | |
Business Acquisition [Line Items] | |||
Purchase price | $ 76,010 | ||
Working capital adjustment | 325 | ||
Adjustment to fair value of Asure’s stock issued | 2,854 | ||
Debt discount | (654) | ||
Fair value of net assets acquired | 78,535 | ||
Corporate Payroll, Inc. [Member] | |||
Business Acquisition [Line Items] | |||
Purchase price | 3,000 | ||
Working capital adjustment | 0 | ||
Adjustment to fair value of Asure’s stock issued | (54) | ||
Debt discount | (41) | ||
Fair value of net assets acquired | 2,905 | ||
Personnel Management Systems, Inc ("PMSI") [Member] | |||
Business Acquisition [Line Items] | |||
Purchase price | 5,000 | ||
Working capital adjustment | 42 | ||
Adjustment to fair value of Asure’s stock issued | 0 | ||
Debt discount | (62) | ||
Fair value of net assets acquired | 4,980 | ||
Payroll Specialities NW ("PSNW") [Member] | |||
Business Acquisition [Line Items] | |||
Purchase price | 3,610 | ||
Working capital adjustment | 0 | ||
Adjustment to fair value of Asure’s stock issued | 0 | ||
Debt discount | (32) | ||
Fair value of net assets acquired | 3,578 | ||
iSystems Intermediate Holdco, Inc.(iSystems) [Member] | |||
Business Acquisition [Line Items] | |||
Purchase price | $ 55,000 | 55,000 | |
Working capital adjustment | 202 | ||
Adjustment to fair value of Asure’s stock issued | 2,880 | ||
Debt discount | (273) | ||
Fair value of net assets acquired | 57,809 | ||
Compass HRM, Inc. (Compass) [Member] | |||
Business Acquisition [Line Items] | |||
Purchase price | $ 6,000 | 6,000 | |
Working capital adjustment | 81 | ||
Adjustment to fair value of Asure’s stock issued | 0 | ||
Debt discount | (153) | ||
Fair value of net assets acquired | 5,928 | ||
Associated Data Services ("ADS") [Member] | |||
Business Acquisition [Line Items] | |||
Purchase price | $ 3,400 | 3,400 | |
Working capital adjustment | 0 | ||
Adjustment to fair value of Asure’s stock issued | 28 | ||
Debt discount | (93) | ||
Fair value of net assets acquired | $ 3,335 |
NOTE 4 - ACQUISITIONS (Detai41
NOTE 4 - ACQUISITIONS (Details) - Business Acquisition, Pro Forma Information - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Business Acquisition, Pro Forma Information [Abstract] | ||
Revenues (in Dollars) | $ 62,393 | $ 61,412 |
Net income (loss) (in Dollars) | $ (4,693) | $ (5,612) |
Basic and diluted | (400) | (680) |
Basic | 11,639,000 | 8,216,000 |
Diluted | 11,639,000 | 8,216,000 |
NOTE 5 - GOODWILL AND OTHER I42
NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS (Details) [Line Items] | ||
Finite-Lived Intangible Assets, Amortization Method | straight-line method | |
Amortization of Intangible Assets | $ 4,477 | $ 2,253 |
Cost of Goods Sold, Amortization | $ 425 | $ 453 |
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 I43
NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS (Details) - Schedule of Goodwill $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Schedule of Goodwill [Abstract] | |
Goodwill, Balance | $ 26,259 |
Goodwill recognized upon acquisition | 50,810 |
Adjustments to goodwill | 272 |
Foreign exchange adjustments to goodwill | 7 |
Goodwill, Balance | $ 77,348 |
NOTE 5 - GOODWILL AND OTHER I44
NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS (Details) - Schedule of Intangible Assets - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Asset, Weighted Average Amortization Period | 8 years 292 days | 9 years 292 days |
Intangible Asset, Gross | $ 53,481 | $ 27,073 |
Intangible Asset, Accumulated Amortization | (19,927) | (15,025) |
Intangible Asset, Net | $ 33,554 | $ 12,048 |
Developed Technology Rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Asset, Weighted Average Amortization Period | 6 years 255 days | 12 years 255 days |
Intangible Asset, Gross | $ 11,925 | $ 10,915 |
Intangible Asset, Accumulated Amortization | (5,010) | (3,408) |
Intangible Asset, Net | $ 6,915 | $ 7,507 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Asset, Weighted Average Amortization Period | 9 years 6 months | 7 years 109 days |
Intangible Asset, Gross | $ 37,096 | $ 14,011 |
Intangible Asset, Accumulated Amortization | (13,142) | (10,270) |
Intangible Asset, Net | $ 23,954 | $ 3,741 |
Reseller Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Asset, Weighted Average Amortization Period | 7 years | 7 years |
Intangible Asset, Gross | $ 853 | $ 853 |
Intangible Asset, Accumulated Amortization | (761) | (640) |
Intangible Asset, Net | $ 92 | $ 213 |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Asset, Weighted Average Amortization Period | 10 years 146 days | 14 years 6 months |
Intangible Asset, Gross | $ 2,915 | $ 1,294 |
Intangible Asset, Accumulated Amortization | (884) | (707) |
Intangible Asset, Net | $ 2,031 | $ 587 |
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Asset, Weighted Average Amortization Period | 6 years 36 days | |
Intangible Asset, Gross | $ 692 | |
Intangible Asset, Accumulated Amortization | (130) | |
Intangible Asset, Net | $ 562 |
NOTE 5 - GOODWILL AND OTHER I45
NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS (Details) - Schedule of Expected Amortization Expense - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Schedule of Expected Amortization Expense [Abstract] | ||
2,018 | $ 5,474 | |
2,019 | 4,760 | |
2,020 | 3,925 | |
2,021 | 3,593 | |
2,022 | 3,501 | |
Thereafter | 12,301 | |
Subtotal | $ 33,554 | $ 12,048 |
NOTE 6 - NOTES PAYABLE (Details
NOTE 6 - NOTES PAYABLE (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | May 31, 2017 | Oct. 31, 2017 | May 31, 2017 | Jan. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2014 | Mar. 31, 2017 | Dec. 31, 2017 | May 30, 2017 | Dec. 31, 2016 |
Seller of PSNW, New Employee [Member] | |||||||||||
NOTE 6 - NOTES PAYABLE (Details) [Line Items] | |||||||||||
Notes Payable | $ 600 | ||||||||||
Amendment Credit Agreement with Wells Fargo Bank, N.A. [Member] | |||||||||||
NOTE 6 - NOTES PAYABLE (Details) [Line Items] | |||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 40,000 | $ 40,000 | |||||||||
Debt Instrument, Increase (Decrease) for Period, Description | This increase includes an additional term loan commitment of approximately $40,286 and an additional revolver commitment of $2,000.  As of December 31, 2017 and December 31, 2016, $0 was outstanding and $5,000 and $3,000, respectively, were available for borrowing under the revolver. The term loan consists of a $35,000 “First Out Loan Obligation” funded by Wells Fargo as administrative agent, and a $35,000 “Last Out Loan Obligation” funded by Wells Fargo’s syndicate partner, Goldman Sachs. | ||||||||||
Line of Credit [Member] | Wells Fargo Bank, N.A. [Member] | |||||||||||
NOTE 6 - NOTES PAYABLE (Details) [Line Items] | |||||||||||
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. | ||||||||||
Debt Instrument, Covenant Compliance | As of December 31, 2017, 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 available cash on hand or cash we expect to generate from the ordinary course of operations over the next twelve months. | ||||||||||
Mangrove COBRASource, Inc. [Member] | |||||||||||
NOTE 6 - NOTES PAYABLE (Details) [Line Items] | |||||||||||
Payments to Acquire Businesses, Gross | $ 11,348 | ||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 6,000 | ||||||||||
Personnel Management Systems, Inc ("PMSI") [Member] | |||||||||||
NOTE 6 - NOTES PAYABLE (Details) [Line Items] | |||||||||||
Payments to Acquire Businesses, Gross | $ 3,875 | ||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 1,125 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | ||||||||||
Corporate Payroll, Inc. [Member] | |||||||||||
NOTE 6 - NOTES PAYABLE (Details) [Line Items] | |||||||||||
Payments to Acquire Businesses, Gross | $ 1,500 | ||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 500 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | ||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares) | 112,166 | ||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 1,000 | ||||||||||
Payroll Specialities NW ("PSNW") [Member] | |||||||||||
NOTE 6 - NOTES PAYABLE (Details) [Line Items] | |||||||||||
Payments to Acquire Businesses, Gross | 3,010 | $ 3,010 | |||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 600 | $ 600 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | 2.00% | |||||||||
iSystems Intermediate Holdco, Inc.(iSystems) [Member] | |||||||||||
NOTE 6 - NOTES PAYABLE (Details) [Line Items] | |||||||||||
Payments to Acquire Businesses, Gross | $ 32,000 | ||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 5,000 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.50% | 3.50% | |||||||||
Equity Method Investment, Ownership Percentage | 100.00% | 100.00% | 100.00% | ||||||||
Stock Issued During Period, Shares, Acquisitions (in Shares) | 1,526,332 | ||||||||||
Stock Issued During Period, Value, Acquisitions | $ 18,000 | ||||||||||
Debt Instrument, Frequency of Periodic Payment | two installments | ||||||||||
Debt Instrument, Periodic Payment | $ 2,500 | ||||||||||
Compass HRM, Inc. (Compass) [Member] | |||||||||||
NOTE 6 - NOTES PAYABLE (Details) [Line Items] | |||||||||||
Payments to Acquire Businesses, Gross | 4,500 | ||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 1,500 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | 2.00% | |||||||||
Equity Method Investment, Ownership Percentage | 100.00% | 100.00% | |||||||||
Debt Instrument, Frequency of Periodic Payment | five annual installments | ||||||||||
Debt Instrument, Periodic Payment | $ 300 | ||||||||||
Notes Payable, Related Parties | $ 1,500 | ||||||||||
Associated Data Services ("ADS") [Member] | |||||||||||
NOTE 6 - NOTES PAYABLE (Details) [Line Items] | |||||||||||
Payments to Acquire Businesses, Gross | $ 1,778 | ||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 1,122 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | ||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares) | 44,624 | ||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 528,200 | ||||||||||
Equity Method Investment, Ownership Percentage | 100.00% | ||||||||||
Debt Instrument, Frequency of Periodic Payment | two annual installments | ||||||||||
Associated Data Services ("ADS") [Member] | First Installment of Principal [Member] | |||||||||||
NOTE 6 - NOTES PAYABLE (Details) [Line Items] | |||||||||||
Debt Instrument, Periodic Payment | $ 370 | ||||||||||
Associated Data Services ("ADS") [Member] | Second Installment of Principal [Member] | |||||||||||
NOTE 6 - NOTES PAYABLE (Details) [Line Items] | |||||||||||
Debt Instrument, Periodic Payment | $ 752 | ||||||||||
Notes Payable to Banks [Member] | Wells Fargo Bank, N.A. [Member] | |||||||||||
NOTE 6 - NOTES PAYABLE (Details) [Line Items] | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.53% | ||||||||||
Debt Instrument, Frequency of Periodic Payment | last day of each fiscal quarter | ||||||||||
Debt Instrument, Periodic Payment | $ 875 | ||||||||||
Debt Instrument, Face Amount | $ 15,000 | ||||||||||
Debt Instrument, Maturity Date, Description | March 2,019 | ||||||||||
Debt Instrument, Covenant Description | The Restated Credit Agreement also: | ||||||||||
Line of Credit [Member] | Wells Fargo Bank, N.A. [Member] | |||||||||||
NOTE 6 - NOTES PAYABLE (Details) [Line Items] | |||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 3,000 | $ 32,714 | |||||||||
Long-term Line of Credit | $ 0 | $ 0 | |||||||||
Line of Credit Facility, Remaining Borrowing Capacity | 5,000 | ||||||||||
Line of Credit [Member] | Amendment Credit Agreement with Wells Fargo Bank, N.A. [Member] | |||||||||||
NOTE 6 - NOTES PAYABLE (Details) [Line Items] | |||||||||||
Debt Instrument, Face Amount | $ 5,000 | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 75,000 | $ 75,000 | $ 32,714 | ||||||||
Debt Instrument, Increase (Decrease) for Period, Description | This increase includes an additional term loan commitment of approximately $40,286 and an additional revolver commitment of $2,000.  The term loan consists of a $35,000 “First Out Loan Obligation” funded by Wells Fargo as administrative agent, and a $35,000 “Last Out Loan Obligation” funded by Wells Fargo’s syndicate partner, Goldman Sachs. | ||||||||||
Debt Instrument, Covenant Compliance | As of December 31, 2017, 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 available cash on hand or cash we expect to generate from the ordinary course of operations over the next twelve months. | ||||||||||
Line of Credit [Member] | Letter of Credit [Member] | Wells Fargo Bank, N.A. [Member] | |||||||||||
NOTE 6 - NOTES PAYABLE (Details) [Line Items] | |||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 10,000 | ||||||||||
Line of Credit [Member] | Revolving Credit Facility [Member] | Wells Fargo Bank, N.A. [Member] | |||||||||||
NOTE 6 - NOTES PAYABLE (Details) [Line Items] | |||||||||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 5,000 | $ 3,000 | |||||||||
Line of Credit [Member] | Revolving Credit Facility [Member] | Amendment Credit Agreement with Wells Fargo Bank, N.A. [Member] | |||||||||||
NOTE 6 - NOTES PAYABLE (Details) [Line Items] | |||||||||||
Debt Instrument, Face Amount | $ 2,000 | $ 2,000 | |||||||||
Term Loan [Member] | Wells Fargo Bank, N.A. [Member] | |||||||||||
NOTE 6 - NOTES PAYABLE (Details) [Line Items] | |||||||||||
Debt Instrument, Covenant Description | The Restated Credit Agreement also:·                  amends our leverage ratio covenant to increase the maximum ratio to 5.75:1 at June 30, 2017, stepping down to 3.25:1 at June 30, 2020 and each quarter-end thereafter;·                  amends our fixed charge coverage ratio to be not less than 1.35:1 at June 30, 2017 and September 30, 2017, not less than 1.45:1 at December 31, 2017, and not less than 1.50:1 beginning with the quarter ending March 31, 2018 and each quarter-end thereafter; and·                  adds a Trailing Twelve Months (“TTM”) recurring revenue covenant, requiring software-as-a-service, hardware-as-a-service and cloud subscription and maintenance support revenues to be at least $41,000 at June 30, 2017 and stepping up to $60,500 at June 30, 2022 and each quarter-end thereafter. | ||||||||||
Term Loan [Member] | Amendment Credit Agreement with Wells Fargo Bank, N.A. [Member] | |||||||||||
NOTE 6 - NOTES PAYABLE (Details) [Line Items] | |||||||||||
Debt Instrument, Face Amount | 40,286 | $ 40,286 | |||||||||
Term loan, First Out Loan Obligation | 35,000 | 35,000 | |||||||||
Term loan, Last Out Loan Obligation | $ 35,000 | $ 35,000 |
NOTE 6 - NOTES PAYABLE (Detail
NOTE 6 - NOTES PAYABLE (Details) - Schedule of Debt - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
NOTE 6 - NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | |||
Balance | $ 78,097 | $ 30,715 | |
Short-term notes payable | 8,895 | 5,455 | |
Long-term notes payable | $ 69,202 | 25,260 | |
Notes Payable, Other Payables [Member] | Roomtag, LLC Acquisition [Member] | |||
NOTE 6 - NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | |||
Maturity | Mar. 18, 2018 | ||
Stated Interest Rate | 3.50% | ||
Balance | $ 0 | 6,000 | |
Notes Payable, Other Payables [Member] | Personnel Management Systems, Inc ("PMSI") [Member] | |||
NOTE 6 - NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | |||
Maturity | Apr. 30, 2018 | ||
Stated Interest Rate | 2.00% | ||
Balance | $ 1,125 | 0 | |
Notes Payable, Other Payables [Member] | Corporate Payroll, Inc. [Member] | |||
NOTE 6 - NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | |||
Maturity | Apr. 30, 2018 | ||
Stated Interest Rate | 0.00% | ||
Balance | $ 500 | 0 | |
Notes Payable, Other Payables [Member] | Payroll Specialities NW ("PSNW") [Member] | |||
NOTE 6 - NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | |||
Maturity | Apr. 30, 2018 | ||
Stated Interest Rate | 2.00% | ||
Balance | $ 600 | 0 | |
Notes Payable, Other Payables [Member] | iSystems Intermediate Holdco, Inc.(iSystems) [Member] | |||
NOTE 6 - NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | |||
Maturity | May 25, 2019 | ||
Stated Interest Rate | 3.50% | ||
Balance | $ 5,000 | 0 | |
Notes Payable, Other Payables [Member] | Compass HRM, Inc. (Compass) [Member] | |||
NOTE 6 - NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | |||
Maturity | May 25, 2022 | ||
Stated Interest Rate | 2.00% | ||
Balance | $ 1,500 | 0 | |
Notes Payable, Other Payables [Member] | Associated Data Services ("ADS") [Member] | |||
NOTE 6 - NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | |||
Maturity | Oct. 1, 2019 | ||
Stated Interest Rate | 2.00% | ||
Balance | $ 1,122 | 0 | |
Notes Payable, Other Payables [Member] | Wells Fargo Syndicated Partner [Member] | |||
NOTE 6 - NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | |||
Maturity | May 25, 2022 | ||
Stated Interest Rate | 9.53% | ||
Balance | $ 34,125 | 0 | |
Notes Payable to Banks [Member] | Wells Fargo Bank, N.A. [Member] | |||
NOTE 6 - NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | |||
Maturity | May 25, 2022 | May 25, 2022 | |
Stated Interest Rate | 4.53% | ||
Balance | $ 34,125 | $ 24,715 |
NOTE 6 - NOTES PAYABLE (Deta48
NOTE 6 - NOTES PAYABLE (Details) - Schedule of Debt and Debt Issuance Costs - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Schedule of Debt and Debt Issuance Costs [Abstract] | ||
Notes payable, current portion | $ 8,895 | $ 5,455 |
Notes payable, current portion | 0 | |
Notes payable, current portion | 8,895 | 5,455 |
Notes payable, net of current portion | 69,202 | 25,260 |
Notes payable, net of current portion | (2,229) | (679) |
Notes payable, net of current portion | 66,973 | 24,581 |
Total Notes Payable | 78,097 | 30,715 |
Total Notes Payable | (2,229) | (679) |
Total Notes Payable | $ 75,868 | $ 30,036 |
NOTE 6 - NOTES PAYABLE (Deta49
NOTE 6 - NOTES PAYABLE (Details) - Schedule of Maturities of Long-term Debt - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Schedule of Maturities of Long-term Debt [Abstract] | ||
December 31, 2018 | $ 8,895 | |
December 31, 2019 | 7,052 | |
December 31, 2020 | 3,800 | |
December 31, 2021 | 3,800 | |
December 31, 2022 | 54,550 | |
Gross Notes Payable | $ 78,097 | $ 30,715 |
NOTE 6 - NOTES PAYABLE (Deta50
NOTE 6 - NOTES PAYABLE (Details) - Schedule of Appicable Margin Rates | 12 Months Ended |
Dec. 31, 2017 | |
Less Than 3.25:1 [Member] | First Out Base Rate Margin [Member] | |
Debt Instrument [Line Items] | |
Rate Margin | 2.00% |
Less Than 3.25:1 [Member] | First Out LIBOR Rate Margin [Member] | |
Debt Instrument [Line Items] | |
Rate Margin | 3.00% |
Less Than 3.25:1 [Member] | Last Out Base Rate Margin [Member] | |
Debt Instrument [Line Items] | |
Rate Margin | 7.00% |
Less Than 3.25:1 [Member] | Last Out LIBOR Rate Margin [Member] | |
Debt Instrument [Line Items] | |
Rate Margin | 8.00% |
More Than 3.25:1 [Member] | First Out Base Rate Margin [Member] | |
Debt Instrument [Line Items] | |
Rate Margin | 2.50% |
More Than 3.25:1 [Member] | First Out LIBOR Rate Margin [Member] | |
Debt Instrument [Line Items] | |
Rate Margin | 3.50% |
More Than 3.25:1 [Member] | Last Out Base Rate Margin [Member] | |
Debt Instrument [Line Items] | |
Rate Margin | 7.50% |
More Than 3.25:1 [Member] | Last Out LIBOR Rate Margin [Member] | |
Debt Instrument [Line Items] | |
Rate Margin | 8.50% |
Amendment Credit Agreement with Wells Fargo Bank, N.A. [Member] | Less Than 3.25:1 [Member] | First Out Base Rate Margin [Member] | |
Debt Instrument [Line Items] | |
Rate Margin | 2.00% |
Amendment Credit Agreement with Wells Fargo Bank, N.A. [Member] | Less Than 3.25:1 [Member] | First Out LIBOR Rate Margin [Member] | |
Debt Instrument [Line Items] | |
Rate Margin | 3.00% |
Amendment Credit Agreement with Wells Fargo Bank, N.A. [Member] | Less Than 3.25:1 [Member] | Last Out Base Rate Margin [Member] | |
Debt Instrument [Line Items] | |
Rate Margin | 7.00% |
Amendment Credit Agreement with Wells Fargo Bank, N.A. [Member] | Less Than 3.25:1 [Member] | Last Out LIBOR Rate Margin [Member] | |
Debt Instrument [Line Items] | |
Rate Margin | 8.00% |
Amendment Credit Agreement with Wells Fargo Bank, N.A. [Member] | More Than 3.25:1 [Member] | First Out Base Rate Margin [Member] | |
Debt Instrument [Line Items] | |
Rate Margin | 2.50% |
Amendment Credit Agreement with Wells Fargo Bank, N.A. [Member] | More Than 3.25:1 [Member] | First Out LIBOR Rate Margin [Member] | |
Debt Instrument [Line Items] | |
Rate Margin | 3.50% |
Amendment Credit Agreement with Wells Fargo Bank, N.A. [Member] | More Than 3.25:1 [Member] | Last Out Base Rate Margin [Member] | |
Debt Instrument [Line Items] | |
Rate Margin | 7.50% |
Amendment Credit Agreement with Wells Fargo Bank, N.A. [Member] | More Than 3.25:1 [Member] | Last Out LIBOR Rate Margin [Member] | |
Debt Instrument [Line Items] | |
Rate Margin | 8.50% |
NOTE 7 - PROPERTY AND EQUIPME51
NOTE 7 - PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 1,128 | $ 935 |
Property, Plant and Equipment, Useful Life | 3 years | |
Capitalized Computer Software, Additions | $ 2,062 | $ 258 |
NOTE 7 - PROPERTY AND EQUIPME52
NOTE 7 - PROPERTY AND EQUIPMENT (Details) - Schedule of Property, Plant and Equipment - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 22,103 | $ 17,661 |
Less accumulated depreciation | (16,886) | (15,783) |
Property and equipment, net | 5,217 | 1,878 |
Software and Software Development Costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 7,436 | 7,090 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 7,918 | 7,087 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 696 | 696 |
Assets Held under Capital Leases [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 178 | 178 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 3,813 | $ 2,610 |
Software Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,062 |
NOTE 7 - PROPERTY AND EQUIPME53
NOTE 7 - PROPERTY AND EQUIPMENT (Details) - Schedule of Property, Plant and Equipment (Parentheticals) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | ||
Useful life | 3 years | |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 2 years | |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 5 years | |
Software and Software Development Costs [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 3 years | 3 years |
Software and Software Development Costs [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 5 years | 5 years |
Furniture and Fixtures [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 2 years | 2 years |
Furniture and Fixtures [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 5 years | 5 years |
Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 2 years | 2 years |
Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 4 years | 4 years |
Assets Held under Capital Leases [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Live | lease term or life of the asset | lease term or life of the asset |
NOTE 8 - STOCKHOLDERS' EQUITY54
NOTE 8 - STOCKHOLDERS' EQUITY (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jun. 30, 2017USD ($)$ / sharesshares | Feb. 28, 2017USD ($) | Dec. 31, 2017USD ($)shares | Dec. 31, 2016USD ($)shares | Jun. 30, 2014shares | |
NOTE 8 - STOCKHOLDERS' EQUITY (Details) [Line Items] | |||||
Offering Amount, Maximum | $ | $ 75,000 | ||||
Stock Issued During Period, Shares, New Issues | shares | 2,185,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | shares | 285,000 | 80,000 | 278,000 | ||
Sale of Stock, Price Per Share | $ / shares | $ 13.50 | ||||
Proceeds from Issuance or Sale of Equity | $ | $ 27,800 | ||||
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | shares | 450,000 | ||||
Stock Repurchased During Period, Shares | shares | 384,000 | ||||
Payments for Repurchase of Common Stock | $ | $ 5,000 | ||||
Active Equity Plans | 1 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | shares | 20,000 | ||||
Allocated Share-based Compensation Expense | $ | $ 593 | $ 226 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | $ | $ 1,302 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ | $ 365 | ||||
2009 Equity Plan [Member] | |||||
NOTE 8 - STOCKHOLDERS' EQUITY (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | shares | 1,700,000 | 1,014,000 | 1,400,000 | ||
2009 Equity Plan [Member] | Minimum [Member] | |||||
NOTE 8 - STOCKHOLDERS' EQUITY (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 | ||||
2009 Equity Plan [Member] | Maximum [Member] | |||||
NOTE 8 - STOCKHOLDERS' EQUITY (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 - STOCKHOLDERS' EQUITY
NOTE 8 - STOCKHOLDERS' EQUITY (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Abstract] | ||
Risk-free interest rate | 1.60% | 0.97% |
Expected volatility | 0.41% | 0.38% |
Expected life in years | 3 years 251 days | 3 years 160 days |
Dividend yield | 0.00% | 0.00% |
NOTE 8 - STOCKHOLDERS' EQUITY56
NOTE 8 - STOCKHOLDERS' EQUITY (Details) - Schedule of Share-based Compensation, Stock Options Reserved for Future Issuance - shares | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule of Share-based Compensation, Stock Options Reserved for Future Issuance [Abstract] | |||
Options outstanding | 1,014,000 | 614,000 | 640,000 |
Options available for future grant | 20,000 | ||
Shares reserved | 1,034,000 |
NOTE 8 - STOCKHOLDERS' EQUITY57
NOTE 8 - STOCKHOLDERS' EQUITY (Details) - Schedule of Share-based Compensation, Stock Options, Activity - $ / shares | 1 Months Ended | 12 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Schedule of Share-based Compensation, Stock Options, Activity [Abstract] | |||
Outstanding at the beginning of the year (in Shares) | 614,000 | 640,000 | |
Outstanding at the beginning of the year | $ 6.47 | $ 4.40 | |
Granted (in Shares) | 575,000 | 454,000 | |
Granted | $ 11.30 | $ 6.70 | |
Exercised (in Shares) | (285,000) | (80,000) | (278,000) |
Exercised | $ 5.55 | $ 2.69 | |
Canceled (in Shares) | (95,000) | (202,000) | |
Canceled | $ 7.16 | $ 5.61 | |
Outstanding at the end of the year (in Shares) | 1,014,000 | 614,000 | |
Outstanding at the end of the year | $ 9.22 | $ 6.47 | |
Options exercisable at the end of the year (in Shares) | 247,000 | 130,000 | |
Options exercisable at the end of the year | $ 6.34 | $ 5.71 | |
Weighted average fair value of options granted during the year | $ 3.63 | $ 1.53 |
NOTE 8 - STOCKHOLDERS' EQUITY58
NOTE 8 - STOCKHOLDERS' EQUITY (Details) - Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options, Range of Exercise Prices, Lower Limit | $ 1.68 |
Options, Range of Exercise Prices, Upper Limit | $ 14.91 |
Options, Number Outstanding (in Shares) | shares | 1,014,000 |
Options Outstanding, Weighted Average Remaining Contractual Life | 3 years 324 days |
Options Outstanding, Weighted-Average Exercise Price | $ 9.22 |
Options Exercisable and Vested (in Shares) | shares | 247,000 |
Options Exercisable, Weighted Average Remaining Contractual Life | $ 6.34 |
Exercise Price Range $1.68 - 7.48 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options, Range of Exercise Prices, Lower Limit | 1.68 |
Options, Range of Exercise Prices, Upper Limit | $ 7.48 |
Options, Number Outstanding (in Shares) | shares | 293,000 |
Options Outstanding, Weighted Average Remaining Contractual Life | 2 years 259 days |
Options Outstanding, Weighted-Average Exercise Price | $ 5.48 |
Options Exercisable and Vested (in Shares) | shares | 187,000 |
Options Exercisable, Weighted Average Remaining Contractual Life | $ 5.56 |
Exercise Price Range $7.49 - 11.00 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options, Range of Exercise Prices, Lower Limit | 7.49 |
Options, Range of Exercise Prices, Upper Limit | $ 11 |
Options, Number Outstanding (in Shares) | shares | 428,000 |
Options Outstanding, Weighted Average Remaining Contractual Life | 4 years 47 days |
Options Outstanding, Weighted-Average Exercise Price | $ 9.41 |
Options Exercisable and Vested (in Shares) | shares | 60,000 |
Options Exercisable, Weighted Average Remaining Contractual Life | $ 8.79 |
Exercise Price Range $11.01 - 14.91 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options, Range of Exercise Prices, Lower Limit | 11.01 |
Options, Range of Exercise Prices, Upper Limit | $ 14.91 |
Options, Number Outstanding (in Shares) | shares | 293,000 |
Options Outstanding, Weighted Average Remaining Contractual Life | 4 years 259 days |
Options Outstanding, Weighted-Average Exercise Price | $ 12.68 |
Options Exercisable and Vested (in Shares) | shares | 0 |
Options Exercisable, Weighted Average Remaining Contractual Life | $ 0 |
NOTE 9 - DEFINED CONTRIBUTION59
NOTE 9 - DEFINED CONTRIBUTION PLAN (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
NOTE 9 - DEFINED CONTRIBUTION PLAN (Details) [Line Items] | ||
Defined Benefit Plan, Plan Assets, Contributions by Employer | $ 369 | $ 198 |
Employee Stock Ownership Plan (ESOP), Number of Allocated Shares | 225,000 | |
Stock Issued During Period, Shares, Employee Stock Ownership Plan | 17,568 | |
Shares Issued, Price Per Share | $ 7.65 | |
Maximum [Member] | ||
NOTE 9 - DEFINED CONTRIBUTION PLAN (Details) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Discount from Market Price, Offering Date | 15.00% |
NOTE 10 - REVENUE CONCENTRATI60
NOTE 10 - REVENUE CONCENTRATION (Details) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | ||
NOTE 10 - REVENUE CONCENTRATION (Details) [Line Items] | ||
Concentration Risk, Percentage | 0.00% | 0.00% |
NOTE 11 - NET LOSS PER SHARE (D
NOTE 11 - NET LOSS PER SHARE (Details) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Equity Option [Member] | ||
NOTE 11 - NET LOSS PER SHARE (Details) [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,014,000 | 614,000 |
NOTE 11 - NET LOSS PER SHARE (
NOTE 11 - NET LOSS PER SHARE (Details) - Components of Earnings Per Share, Basic and Diluted - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Components of Earnings Per Share, Basic and Diluted [Abstract] | ||
Net Loss | $ (5,722) | $ (972) |
Weighted-average shares of common stock outstanding | 10,891,000 | 6,533,000 |
Basic and diluted net loss per share | $ (0.53) | $ (0.15) |
NOTE 12 - INCOME TAXES (Details
NOTE 12 - INCOME TAXES (Details) - USD ($) $ in Thousands | Jan. 01, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
NOTE 12 - INCOME TAXES (Details) [Line Items] | ||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 34.00% | |||
Deferred Other Tax Expense (Benefit) | $ (500) | |||
Other Tax Expense (Benefit) | 0 | |||
Operating Loss Carryforwards | 130,066 | |||
Deferred Tax Assets, Tax Credit Carryforwards, Research | 5,649 | |||
Deferred Tax Assets, Tax Credit Carryforwards, Alternative Minimum Tax | 123 | $ 161 | ||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | 14,668 | |||
Unrecognized Tax Benefits | 1,174 | $ 1,219 | $ 1,290 | |
Income Tax Examination, Penalties and Interest Expense | $ 0 | |||
Domestic Tax Authority [Member] | ||||
NOTE 12 - INCOME TAXES (Details) [Line Items] | ||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | |||
Minimum [Member] | ||||
NOTE 12 - INCOME TAXES (Details) [Line Items] | ||||
Operating Loss Carryforwards, Expiration Date | 2,018 | |||
Maximum [Member] | ||||
NOTE 12 - INCOME TAXES (Details) [Line Items] | ||||
Operating Loss Carryforwards, Expiration Date | 2,037 | |||
Subsequent Event [Member] | Domestic Tax Authority [Member] | ||||
NOTE 12 - INCOME TAXES (Details) [Line Items] | ||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% |
NOTE 12 - INCOME TAXES (Detai64
NOTE 12 - INCOME TAXES (Details) - Summary of Income Tax Contingencies - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Summary of Income Tax Contingencies [Abstract] | ||
Domestic | $ (5,519) | $ (865) |
Foreign | (107) | 82 |
Total | $ (5,626) | $ (783) |
NOTE 12 - INCOME TAXES (Detai65
NOTE 12 - INCOME TAXES (Details) - Schedule of Effective Income Tax Rate Reconciliation - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Current: | ||
Federal | $ 6 | $ 0 |
State | 50 | 16 |
Foreign | (213) | 0 |
Total current | (157) | 16 |
Deferred: | ||
Federal | 85 | 155 |
State | 168 | 18 |
Foreign | 0 | 0 |
Total deferred | 253 | 173 |
$ 96 | $ 189 |
NOTE 12 - INCOME TAXES (Detai66
NOTE 12 - INCOME TAXES (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets | ||
Net operating losses | $ 28,349 | $ 39,560 |
Research and development credit carryforwards | 4,659 | 4,188 |
Minimum tax credit carryforwards | 123 | 161 |
Stock compensation | 11 | 10 |
Deferred revenue | 299 | 393 |
Accrued expenses | 318 | 388 |
Other | 260 | 102 |
34,019 | 44,802 | |
Valuation allowance | (28,849) | (43,517) |
Net deferred tax assets | 5,170 | 1,285 |
Deferred tax liabilities | ||
Acquired intangibles | (5,180) | (525) |
Fixed assets | (309) | (765) |
Goodwill | (751) | (812) |
(6,240) | (2,102) | |
Net current deferred tax assets (liabilities) | $ (1,070) | $ (817) |
NOTE 12 - INCOME TAXES (Detai67
NOTE 12 - INCOME TAXES (Details) - Schedule of Components of Income Tax Expense - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Schedule of Components of Income Tax Expense [Abstract] | ||
Computed at statutory rate | $ (1,913) | $ (266) |
State taxes, net of federal benefit | (6) | (34) |
Permanent items and other | 21 | 189 |
Credit carryforwards | (181) | (59) |
Foreign income taxed at different rates | (198) | (45) |
Effect of Tax Act | 14,058 | 0 |
Change in tax carryforwards not benefitted | 2,983 | 0 |
Change in valuation allowance | (14,668) | 404 |
$ 96 | $ 189 |
NOTE 12 - INCOME TAXES (Detai68
NOTE 12 - INCOME TAXES (Details) - Schedule of Income Before Income Tax, Domestic and Foreign - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Schedule of Income Before Income Tax, Domestic and Foreign [Abstract] | ||
Balance | $ 1,219 | $ 1,290 |
Additions based on tax positions related to the current year | 99 | 25 |
Additions for tax positions of prior years | 11 | |
Reductions for tax positions of prior years | (155) | (96) |
Balance | $ 1,174 | $ 1,219 |
NOTE 13 - LEASE COMMITMENTS (De
NOTE 13 - LEASE COMMITMENTS (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
NOTE 13 - LEASE COMMITMENTS (Details) [Line Items] | |||
Operating Leases, Rent Expense (in Dollars) | $ 1,552 | $ 1,014 | |
Operating Leases, Future Minimum Payments Due (in Dollars) | $ 8,276 | ||
Building [Member] | |||
NOTE 13 - LEASE COMMITMENTS (Details) [Line Items] | |||
Operating Lease, Percentage of Total Operating Lease Obligation | 23.80% | 10.70% | |
Building [Member] | Florida [Member] | |||
NOTE 13 - LEASE COMMITMENTS (Details) [Line Items] | |||
Operating Lease, Percentage of Total Operating Lease Obligation | 29.70% | ||
Subsequent Event [Member] | |||
NOTE 13 - LEASE COMMITMENTS (Details) [Line Items] | |||
Number of Acquisitions | 3 | ||
Operating Leases, Future Minimum Payments Due (in Dollars) | $ 1,690 |
NOTE 13 - LEASE COMMITMENTS (D
NOTE 13 - LEASE COMMITMENTS (Details) - Schedule of Future Minimum Lease Payments for Operating Leases and Capital Leases - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Schedule of Future Minimum Lease Payments for Operating Leases and Capital Leases [Abstract] | ||
2,018 | $ 1,978 | |
2,018 | 7 | |
2,019 | 1,738 | |
2,019 | 17 | |
2,020 | 1,506 | |
2,020 | 0 | |
2,021 | 1,376 | |
2,021 | 0 | |
2,022 | 905 | |
2,022 | 0 | |
Thereafter | 1,142 | |
Thereafter | 0 | |
8,645 | ||
24 | ||
Less: Sublease income | (369) | |
Less: Sublease income | 0 | |
TOTAL | 8,276 | |
TOTAL | 24 | $ 163 |
Less current portion of obligations | (7) | |
Long-term portion of obligations | $ 17 |
NOTE 14-SUBSEQUENT EVENTS (Deta
NOTE 14-SUBSEQUENT EVENTS (Details) $ in Thousands | 1 Months Ended | 12 Months Ended |
Jan. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
NOTE 14-SUBSEQUENT EVENTS (Details) [Line Items] | ||
Business Combination, Consideration Transferred | $ 76,010 | |
Subsequent Event [Member] | ||
NOTE 14-SUBSEQUENT EVENTS (Details) [Line Items] | ||
Number of Acquisitions | 3 | |
Business Combination, Consideration Transferred | $ 30,600 | |
Payments to Acquire Businesses, Gross | $ 25,300 |