Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 08, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | ASURE SOFTWARE INC | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 12,586,034 | |
Amendment Flag | false | |
Entity Central Index Key | 884,144 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Well-known Seasoned Issuer | No | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 25,808 | $ 27,792 |
Accounts receivable, net of allowance for doubtful accounts of $465 and $425 at March 31, 2018 and December 31, 2017, respectively | 13,881 | 13,361 |
Inventory | 719 | 509 |
Prepaid expenses and other current assets | 3,418 | 2,588 |
Total current assets before funds held for clients | 43,826 | 44,250 |
Funds held for clients | 66,773 | 42,328 |
Total current assets | 110,599 | 86,578 |
Property and equipment, net | 6,308 | 5,217 |
Goodwill | 90,998 | 77,348 |
Intangible assets, net | 48,665 | 33,554 |
Other assets | 15,234 | 614 |
Total assets | 271,804 | 203,311 |
Current liabilities: | ||
Current portion of notes payable | 7,816 | 8,895 |
Revolving line of credit | 2,379 | 0 |
Accounts payable | 2,743 | 1,912 |
Accrued compensation and benefits | 3,236 | 2,477 |
Other accrued liabilities | 1,832 | 862 |
Deferred revenue | 12,152 | 13,078 |
Total current liabilities before client fund obligations | 30,158 | 27,224 |
Client fund obligations | 66,773 | 42,328 |
Total current liabilities | 96,931 | 69,552 |
Long-term liabilities: | ||
Deferred revenue | 1,074 | 1,125 |
Notes payable, net of current portion and debt issuance cost | 106,772 | 66,973 |
Other liabilities | 2,354 | 1,887 |
Total long-term liabilities | 110,200 | 69,985 |
Total liabilities | 207,131 | 139,537 |
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; 12,968 and 12,876 shares issued, 12,584 and 12,492 shares outstanding at March 31, 2018 and December 31, 2017, respectively | 130 | 129 |
Treasury stock at cost, 384 shares at March 31, 2018 and December 31, 2017 | (5,017) | (5,017) |
Additional paid-in capital | 347,640 | 346,322 |
Accumulated deficit | (278,020) | (277,597) |
Accumulated other comprehensive loss | (60) | (63) |
Total stockholders’ equity | 64,673 | 63,774 |
Total liabilities and stockholders’ equity | $ 271,804 | $ 203,311 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) shares in Thousands, $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Allowance for doubtful accounts (in Dollars) | $ 465 | $ 425 |
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 | 12,968 | 12,876 |
Common stock, shares outstanding | 12,584 | 12,492 |
Treasury stock, shares | 384 | 384 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenues: | ||
Revenues | $ 19,304 | $ 10,727 |
Cost of Sales | 5,557 | 2,438 |
Gross margin | 13,747 | 8,289 |
Operating expenses | ||
Selling, general and administrative | 10,709 | 7,043 |
Research and development | 1,423 | 769 |
Amortization of intangible assets | 1,597 | 847 |
Total operating expenses | 13,729 | 8,659 |
Gain (Loss) from operations | 18 | (370) |
Other income (loss) | ||
Interest expense and other | (1,760) | (547) |
Total other loss, net | (1,760) | (547) |
Loss from operations before income taxes | (1,742) | (917) |
Income tax provision | (183) | (142) |
Net loss | (1,925) | (1,059) |
Other comprehensive income (loss): | ||
Foreign currency translation gain (loss) | 3 | (34) |
Other comprehensive loss | $ (1,922) | $ (1,093) |
Basic and diluted net loss per share | ||
Basic (in Dollars per share) | $ (0.15) | $ (0.12) |
Diluted (in Dollars per share) | $ (0.15) | $ (0.12) |
Weighted average basic and diluted shares | ||
Basic (in Shares) | 12,583,000 | 8,628,000 |
Diluted (in Shares) | 12,583,000 | 8,628,000 |
Cloud Revenue [Member] | ||
Revenues: | ||
Revenues | $ 16,437 | $ 7,836 |
Hardware Revenue [Member] | ||
Revenues: | ||
Revenues | 719 | 1,088 |
Maintenance Revenue [Member] | ||
Revenues: | ||
Revenues | 1,173 | 1,102 |
Professional Services Revenue [Member] | ||
Revenues: | ||
Revenues | $ 975 | $ 701 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (1,925) | $ (1,059) |
Adjustments to reconcile net loss to net cash provided by (used in) operations: | ||
Depreciation and amortization | 2,264 | 1,180 |
Provision for doubtful accounts | 76 | 0 |
Share-based compensation | 194 | 54 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (535) | (366) |
Inventory | (229) | (43) |
Prepaid expenses and other assets | (2,182) | (1,004) |
Accounts payable | 666 | 598 |
Accrued expenses and other long-term obligations | 2,040 | (29) |
Deferred revenue | (1,265) | (516) |
Net cash provided by (used in) operating activities | (896) | (1,185) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisitions net of cash acquired | (37,253) | (8,076) |
Purchases of property and equipment | (566) | (21) |
Software capitalization costs | (828) | 0 |
Net change in funds held for clients | 576 | 1,540 |
Net cash provided by (used in) investing activities | (38,071) | (6,557) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from notes payable | 36,750 | 5,000 |
Payments on notes payable | 0 | (6,069) |
Proceeds from revolving line of credit | 2,379 | 0 |
Debt financing fees | (1,577) | (100) |
Payments on capital leases | 0 | (46) |
Net change in client fund obligations | (576) | (1,485) |
Net cash provided by (used in) financing activities | 36,976 | (2,700) |
Effect of foreign exchange rates | 7 | (37) |
Net increase (decrease) in cash and cash equivalents | (1,984) | (10,479) |
Cash and cash equivalents at beginning of period | 27,792 | 12,767 |
Cash and cash equivalents at end of period | 25,808 | 2,288 |
Cash paid for: | ||
Interest | 1,529 | 411 |
Income taxes | 0 | 0 |
Non-cash Investing and Financing Activities: | ||
Subordinated notes payable –acquisitions | 3,942 | 2,090 |
Equity issued in connection with acquisitions | $ 1,200 | $ 946 |
NOTE 1 - THE COMPANY AND BASIS
NOTE 1 - THE COMPANY AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure Text Block [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | NOTE 1 – THE COMPANY AND BASIS OF PRESENTATION Asure Software, Inc., (“Asure”, the “Company”, “we” and “our”), a Delaware Corporation, is a leading provider of Human Capital Management (“HCM”) and Workplace Management, offering intuitive and innovative cloud-based solutions designed to help organizations of all sizes and complexities build companies of the future. Our cloud platforms enable more than 100,000 clients worldwide to better manage their people and space in a mobile, digital, multi-generational, and global landscape. Asure’s offerings include a fully-integrated HCM platform, flexible benefits and compliance administration, HR consulting, and time and labor management as well as a full suite of workspace management solutions for conference room scheduling, desk sharing programs, and real estate optimization. We develop, market, sell and support our offerings worldwide through our principal office in Austin, Texas and through additional offices in Florida, Massachusetts, Michigan, Nevada and the United Kingdom, and as a result of our 2017 acquisitions, office suites in Alabama, Oregon, Ohio, Vermont, and Washington. As a result of our January 2018 acquisitions, we also lease office space in California, Iowa, Tennessee, and North Carolina. We have prepared the accompanying unaudited condensed consolidated financial statements in accordance with the rules and regulations of the Securities and Exchange Commission and accordingly, they do not include all information and footnotes required under U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, these interim financial statements contain all adjustments, consisting of normal, recurring adjustments, necessary for a fair presentation of our financial position as of March 31, 2018, the results of operations for the three months ended March 31, 2018 and March 31, 2017, and the cash flows for the three months ended March 31, 2018 and March 31, 2017. You should read these condensed consolidated financial statements in conjunction with our audited consolidated financial statements and notes thereto filed with the Securities and Exchange Commission in our annual report on Form 10-K for the fiscal year ended December 31, 2017. The results for the interim periods are not necessarily indicative of results for a full fiscal year. |
NOTE 2 - SIGNIFICANT ACCOUNTING
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES CASH AND CASH EQUIVALENTS Cash and cash equivalents include cash deposits and highly liquid investments with an original maturity of three months or less when purchased. LIQUIDITY As of March 31, 2018, our principal sources of liquidity consisted of $25,808 of cash and cash equivalents, cash we expect to generate in the future from our business operations, and $2,621 available for borrowing under our revolving line of credit with Wells Fargo 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 condensed consolidated financial statements. However, we will need to raise additional capital or incur additional indebtedness to grow our existing software operations and to seek additional strategic acquisitions in the near future. 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, cash we expect to generate in the future from our business operations, funds under our credit facilities, and cash generated from the issuance of equity or debt securities. 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, subject to the foregoing, we believe that substantial doubt regarding the Company’s ability to continue as a going concern is not probable. We believe 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 condensed 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. RECENT ACCOUNTING PRONOUNCEMENTS Recently Adopted Standards In May 2014, the FASB issued ASU 2014-09 (“Topic 606”) “Revenue from Contracts with Customers.” Topic 606 supersedes the revenue recognition requirements in Topic 605 “Revenue Recognition” (“Topic 605”), and requires entities to recognize revenue when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. We adopted Topic 606, as well as other clarifications and technical guidance issued by the FASB related to this new revenue standard, on January 1, 2018, using the modified retrospective method. The initial application was applied to all contracts at the date of initial application. We recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of retained earnings. Results of reporting periods after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605. We do not expect the adoption of Topic 606 to have a material impact to our results of operations on an ongoing basis. We recorded a $1,502 cumulative effect adjustment to opening retained earnings as of January 1, 2018 related to an increase in deferred commissions. There was no impact to revenues as a result of applying Topic 606 for the three months ended March 31, 2018. The primary impact of adopting Topic 606 is to sales commissions related to onboarding new clients that were previously expensed. Under the new standard, these costs that were previously expensed are capitalized as deferred commissions and amortized over the estimated customer life of five to ten years. The impact from the adoption of Topic 606 to our consolidated balance sheet and income statement is as follows: As of and for the Three Months Ended Balance Using Previous Increase Balance Sheet March 31, 2018 Standard (Decrease) Assets Prepaid expenses and other current assets $ 3,418 $ 3,410 $ 8 Total current assets before funds held for clients 43,826 43,818 8 Total current assets 110,599 110,591 8 Other assets 15,234 13,614 1,620 Total assets $ 271,804 $ 270,176 $ 1,628 Liabilities and stockholders’ equity (278,020 ) (279,648 ) 1,628 Total stockholders’ equity 64,673 63,045 1,628 Total liabilities and stockholders’ equity $ 271,804 $ 270,176 $ 1,628 Income Statement Operating expenses 10,709 10,835 (126 ) Total operating expenses 13,729 13,855 (126 ) Gain (Loss) from operations 18 (108 ) (126 ) Loss from operations before income tax (1,742 ) (1,868 ) (126 ) Net Loss $ (1,925 ) $ (2,051 ) $ (126 ) Other comprehensive loss $ (1,922 ) $ (2,048 ) $ (126 ) 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. Standards Yet To Be Adopted 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 February 2018, the FASB issued ASU No. 2018-02, “Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income”, which provides entities the option to reclassify tax effects stranded in accumulated other comprehensive income as a result of the 2017 Tax Cuts and Jobs Act (“the Tax Act”) to retained earnings. The guidance is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. We do not expect the adoption of this accounting standard to have a material impact on our financial position, results of operations, cash flows, or presentation thereof. REVENUE RECOGNITION On January 1, 2018, we adopted Topic 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results of reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605. There was no impact to revenues as a result of applying Topic 606 for the three months ended March 31, 2018. Our revenues consist of software-as-a-service (“SaaS”) offerings and time-based software subscription license arrangements that also, typically include hardware, maintenance/support and professional services elements. We recognize revenue on an output basis when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Our contracts with customers may include multiple performance obligations. For such arrangements, we allocate revenue to each performance obligation based on its relative standalone selling price (“SSP”). We determine standalone selling prices based on the amount that we believe the market is willing to pay determined through historical analysis of sales data as well as through use of the residual approach when we can estimate the SSP for one or more, but not all, of the promised goods or services. 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/software subscription arrangement will also include hardware, setup and implementation services. Revenues allocated to the SaaS/software subscription performance obligations are recognized on an output basis ratably as the service is provided over the non-cancellable term of the SaaS/subscription service and are reported as Cloud revenue on the Consolidated Statement of Comprehensive Loss. Revenue allocated to other performance obligations included in the arrangement is recognized as outlined in the paragraphs below. Hardware devices sold to customers (typically time clocks, LCD panels, sensors and other peripheral devices) are sold as either a standard product sell arrangement where title to the hardware passes to the customer or under a hardware-as-a-service (“HaaS”) arrangement where the title to the hardware remains with Asure. Revenues allocated to hardware sold as a standard product sell is recognized on an output basis as revenue when title passes to the customer, typically the date we ship the hardware and are reported as Hardware revenue on the Income Statement. Revenues allocated to hardware under a hardware-as-a-service (“HaaS”) arrangement are recognized on an output basis as hardware usage revenue ratably as the service is provided over the non-cancellable term of the HaaS arrangement, typically one year. Revenues recognized from hardware devices sold to customers via either of the two above types of arrangements are reported as Hardware revenue on the Consolidated Statement of Comprehensive Loss. Our professional services offerings typically include data migration, set up, training, and implementation 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 we recognize allocated revenue on an output basis on a proportional performance basis as the service is provided. We recognize allocated revenues on an output basis for professional services engagements billed on a time and materials basis as the service is provided. We recognize allocated revenues on an output basis on all other professional services engagements upon the earlier of the completion of the service’s deliverable or the expiration of the customer’s right to receive the service. Revenues recognized from professional services offerings are reported as Professional service revenue on the Consolidated Statement of Comprehensive Loss. We recognize allocated revenue for maintenance/support on an output basis 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. Revenues recognized from maintenance/support are reported as Maintenance and support revenue on the Consolidated Statement of Comprehensive Loss. 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. Our payment terms vary by the type of customer and the customer’s payment history and the products or services offered. The term between invoicing and when payment is due is not significant and as such our contracts do not include a significant financing component. The transaction prices of our contracts do not include consideration amounts that are variable and do not include noncash consideration. Deferred revenue includes amounts invoiced to customers in excess of revenue we recognize, and is comprised of deferred Cloud, HaaS, Maintenance and support, and Professional services revenue. We recognize deferred revenues when we complete the service and over the terms of the arrangements, primarily ranging from one to three years. 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 March 31, 2018, we were not party to any pending legal proceedings. |
NOTE 3 - FAIR VALUE MEASUREMENT
NOTE 3 - FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | NOTE 3 – FAIR VALUE MEASUREMENTS Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures ASC 820 establishes a three-tier fair value hierarchy, which is based on the reliability of the inputs used in measuring fair values. These tiers include: Level 1: Quoted prices in active markets for identical Level 2: Quoted prices in active markets for similar Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The following table presents the fair value hierarchy for our financial assets measured at fair value on a recurring basis as of March 31, 2018 and December 31, 2017, respectively: Fair Value Measure at March 31, 2018 Total Quoted Significant Carrying Prices Other Significant Value at in Active Observable Unobservable March 31, Market Inputs Inputs Description 2018 (Level 1) (Level 2) (Level 3) Assets: Cash and cash equivalents $ 25,808 $ 25,808 $ - $ - Total $ 25,808 $ 25,808 $ - $ - 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 $ - $ - |
NOTE 4 - ACQUISITIONS
NOTE 4 - ACQUISITIONS | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure Text Block Supplement [Abstract] | |
Mergers, Acquisitions and Dispositions Disclosures [Text Block] | NOTE 4 – ACQUISITIONS 2018 Acquisitions In January 2018, we closed three strategic acquisitions: TelePayroll Inc. (“TelePayroll”), a Southern California-based provider of HR, payroll and employee benefits services; Pay Systems of America, Inc. (“Pay Systems”), a provider of HR, payroll and employee benefits services; and Savers Administrative Services, Inc. (“Savers Admin”), 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 $30,574, of which $25,432 was paid with cash on hand and the remaining portion was paid with a combination of promissory notes and Asure common stock. Stock Purchase Agreement In January 2018, we closed on the acquisition of all of the outstanding shares of common stock (the “TelePayroll Shares”) of TelePayroll, Inc., a California corporation (“TelePayroll”), pursuant to a Stock Purchase Agreement (the “TelePayroll Stock Purchase Agreement”), among us, TelePayroll, the sellers identified therein, and the stockholders’ representative named therein. The aggregate consideration for the TelePayroll Shares consisted of (i) $9,000 in cash; (ii) 91,848 shares of common stock, having a value of $1,200 and (iii) a subordinated promissory note (the “TelePayroll Note”) in the principal amount of $1,800 subject to adjustment as provided in the TelePayroll Stock Purchase Agreement. We funded the cash payment with cash on hand. The TelePayroll Note bears interest at an annual rate of 2.0% and matures on January 1, 2020. The entire unpaid principal and all accrued interest under the TelePayroll Note is payable at maturity. Stock Purchase Agreement In January 2018, we closed on the acquisition of all of the outstanding shares of common stock (the “Savers Admin Shares”) of Savers Administrative Services, Inc., a North Carolina corporation (“Savers Admin”), pursuant to a Stock Purchase Agreement (the “Savers Admin Stock Purchase Agreement”), among us, Savers Admin, the sellers identified therein, and the stockholders’ representative named therein. The aggregate consideration for the Savers Admin Shares consisted of (i) $2,280 in cash and (ii) a subordinated promissory note (the “Savers Admin Note”) in the principal amount of $570 subject to adjustment as provided in the Savers Admin Stock Purchase Agreement. We funded the cash payment with cash on hand. The Savers Admin Note bears interest at an annual rate of 2.0% and matures on January 1, 2020. The entire unpaid principal and all accrued interest under the Savers Admin Note is payable at maturity. Stock Purchase Agreement In January 2018, we closed on the acquisition of all of the outstanding shares of common stock (the “Pay Systems Shares”) of Pay Systems of America, Inc., a Tennessee corporation (“Pay Systems”), pursuant to a Stock Purchase Agreement (the “Pay Systems Stock Purchase Agreement”), among us, Pay Systems and the sellers identified therein. The aggregate consideration for the Pay Systems Shares consisted of (i) $14,152 in cash and (ii) a subordinated promissory note (the “Pay Systems Note”) in the principal amount of $1,572 subject to adjustment as provided in the Pay Systems Stock Purchase Agreement. We funded the cash payment with cash on hand. The Pay Systems Note bears interest at an annual rate of 2.0% and is payable in two installments – one-half, plus accrued interest, on July 1, 2018 and the remaining principal balance and accrued interest on January 1, 2019. Purchase Price Allocation Following is the purchase price allocation for the 2018 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 $16,980 of intangible assets subject to amortization consist of $15,800 allocated to Customer Relationships, $850 for Trade Names, and $330 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, 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 14.5% to 31.0%, 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% royalty rate. We believe significant synergies are expected to arise Assets Acquired TelePayroll Pay Systems Savers Admin Total Cash & cash equivalents $ 197 767 160 $ 1,124 Accounts receivable 9 54 67 130 Fixed assets 10 121 - 131 Other assets 91 49 12 152 Funds held for clients 8,520 10,976 5,525 25,021 Goodwill 4,428 8,273 865 13,566 Intangibles 7,870 7,240 1,870 16,980 Total assets acquired $ 21,125 27,480 8,499 $ 57,104 Liabilities assumed Accounts payable 55 107 45 207 Accrued other liabilities 347 951 94 1,392 Deferred revenue 356 - - 356 Client fund obligations 8,520 10,976 5,525 25,021 Total liabilities assumed 9,278 12,034 5,664 26,976 Net assets acquired $ 11,847 15,446 2,835 $ 30,128 The following is a reconciliation of the purchase price to the fair value of net assets acquired at the date of acquisition: TelePayroll Pay Systems Savers Admin Total Purchase price $ 12,000 15,724 2,850 $ 30,574 Working capital adjustment 36 (217 ) 38 (143 ) Adjustment to fair value of Asure’s stock issued (7 ) - - (7 ) Debt discount (182 ) (61 ) (53 ) (296 ) Fair value of net assets acquired $ 11,847 15,446 2,835 $ 30,128 Transaction costs for the 2018 acquisitions were $993 and were expensed as incurred and included in selling, general and administrative expenses. 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 Intermediate 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 “PMSI 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 PMSI 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. 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. 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. 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 $2,500 on May 25, 2018 and May 25, 2019, subject to adjustment. 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. 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. Compass is headquartered in Tampa, Florida, and provides cloud-based human resource management software, including payroll, benefits, time and attendance, and performance management. 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. The Compass Note was adjusted in March 2018, effective as of May 2017, to a principal amount of $1,474, to give effect to a working capital adjustment pursuant to the Stock Purchase Agreement. The revised Compass Note is now payable in five annual installments of $295 on the anniversary of the closing date, subject to adjustment. 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%. The ADS Note is payable in two annual installments of $370 and $752 plus accrued interest, on October 1, 2018 and October 1, 2019, respectively , subject to adjustment. 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 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 14,194 Goodwill 1,190 2,295 1,579 42,330 2,023 1,474 50,891 Intangibles 1,563 2,646 1,879 15,070 3,470 1,780 26,408 Total assets acquired $ 5,710 5,566 9,940 60,142 6,012 8,474 $ 95,844 Liabilities assumed Accounts payable 51 19 28 392 65 18 573 Accrued other liabilities - 197 40 868 45 30 1,180 Deferred revenue - 370 - 1,073 - - 1,443 Client fund obligations 2,754 - 6,294 - - 5,091 14,139 Total liabilities assumed 2,805 586 6,362 2,333 110 5,139 17,335 Net assets acquired $ 2,905 4,980 3,578 57,809 5,902 3,335 $ 78,509 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 55 - 299 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 5,902 3,335 $ 78,509 Transaction costs for the 2017 acquisitions were $3,112 and were expensed as incurred and included in selling, general and administrative expenses. Unaudited Pro Forma Financial Information The following unaudited summary of pro forma combined results of operations for the three months ended March 31, 2018 and March 31, 2017 gives effect to the acquisitions of iSystems, Compass, ADS, TelePayroll, Pay Systems, and Savers Admin as if we had completed them on January 1, 2017. 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 of January 1, 2017, nor is it indicative of future consolidated results of operations. FOR THE THREE MONTHS ENDED MARCH 31, 2018 FOR THE THREE MONTHS ENDED MARCH 31, 2017 Revenues $ 19,304 $ 18,766 Net income (loss) $ (1,251 ) $ (2,381 ) Net income (loss) per common share: Basic and diluted $ (0.10 ) $ (0.23 ) Weighted average shares outstanding: Basic 12,583 10,403 Diluted 12,583 10,403 |
NOTE 5 - GOODWILL AND OTHER INT
NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | NOTE 5 – GOODWILL AND OTHER INTANGIBLE ASSETS We accounted for our historical acquisitions in accordance with ASC 805, Business Combinations In accordance with ASC 350, Intangibles-Goodwill and Other, The following table summarizes the changes in our goodwill: Balance at December 31, 2017 $ 77,348 Goodwill recognized upon acquisitions of Telepayroll, Pay Systems and Savers Admin 13,566 Adjustment to Goodwill associated with acquisitions of Compass, ADS, iSystems and PMSI 81 Foreign exchange adjustment to goodwill 3 Balance at March 31, 2018 $ 90,998 The gross carrying amount and accumulated amortization of our intangible assets as of March 31, 2018 and December 31, 2017 are as follows: March 31, 2018 Intangible Assets Weighted Average Amortization Period (in Years) Gross Accumulated Amortization Net Developed Technology 6.7 $ 11,925 $ (5,446 ) $ 6,479 Customer Relationships 9.4 52,896 (14,394 ) 38,502 Reseller Relationships 7.00 853 (792 ) 61 Trade Names 11.4 3,765 (953 ) 2,812 Noncompete 5.1 1,022 (211 ) 811 8.9 $ 70,461 $ (21,796 ) $ 48,665 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 We record amortization expenses using the straight-line method over the estimated useful lives of the intangible assets, as noted above. Amortization expenses for the three months ended March 31, 2018 and 2017 were $1,597 and $847, respectively, included in Operating Expenses. Amortization expenses recorded in Cost of Sales were $297 and $106 for the three months ended March 31, 2018 and 2017, respectively. The following table summarizes the future estimated amortization expense relating to our intangible assets as of March 31, 2018: Calendar Years 2018 (April to December) $ 5,542 2019 6,697 2020 5,862 2021 5,420 2022 5,328 2023 4,496 Thereafter 15,320 $ 48,665 |
NOTE 6 - NOTES PAYABLE
NOTE 6 - NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | NOTE 6 – NOTES PAYABLE The following table summarizes our outstanding debt as of the dates indicated: Notes Payable Maturity Stated Interest Rate Balance as of March 31, 2018 Balance as of December 31, 2017 Subordinated Notes Payable- PMSI acquisition 4/30/2018 2.00 % 1,125 1,125 Subordinated Notes Payable- CPI acquisition 4/30/2018 - % 500 500 Subordinated Notes Payable- PSNW acquisition 4/30/2018 2.00 % 600 600 Subordinated Notes Payable- iSystems acquisition 5/25/2019 3.50 % 5,000 5,000 Subordinated Notes Payable- Compass acquisition 5/25/2022 2.00 % 1,474 1,500 Subordinated Notes Payable- ADS acquisition 10/1/2019 2.00 % 1,122 1,122 Subordinated Notes Payable- TelePayroll acquisition 01/01/2020 2.00 % 1,800 - Subordinated Notes Payable- Savers Admin acquisition 01/01/2020 2.00 % 570 - Subordinated Notes Payable- Pay Systems acquisition 01/01/2019 2.00 % 1,572 - Term Loan – Wells Fargo Syndicate Partner 5/25/2022 10.55 % 52,500 34,125 Term Loan - Wells Fargo 5/25/2022 5.55 % 52,500 34,125 Total Notes Payable $ 118,763 $ 78,097 Short-term notes payable $ 8,012 $ 8,895 Long-term notes payable $ 110,751 $ 69,202 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 March 31, 2018 Debt Issuance Costs and Debt Discount Net Notes Payable at March 31, 2018 Notes payable, current portion $ 8,012 $ (196 ) $ 7,816 Notes payable, net of current portion 110,751 (3,979 ) 106,772 Total Notes Payable $ 118,763 $ (4,175 ) $ 114,588 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 The following table summarizes the future principal payments related to our outstanding debt: Year Ended Gross Amount December 31, 2018 (April to December) $ 6,963 December 31, 2019 5,383 December 31, 2020 4,896 December 31, 2021 4,889 December 31, 2022 96,632 Gross Notes Payable $ 118,763 Subordinated Notes Payable- PMSI Acquisition In January 2017, we acquired all of the outstanding shares of common stock (the “PMSI 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 PMSI 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 a public stock offering which occurred in July 2016. 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 public stock offering which occurred in July 2016. 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. As of March 31, 2018, 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 $2,500 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 was payable in five annual installments of $300 on the anniversary of the closing date, subject to adjustment. The Compass Note was adjusted in March 2018, effective as of May 2017, to a principal amount of $1,474, which is payable in five (5) annual installments of $295. As of March 31, 2018, the principal amount of $1,474 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”). 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%. The ADS Note is payable in two annual installments of $370 and $752, plus accrued interest, on October 1, 2018 and October 1, 2019, respectively, subject to adjustment. Subordinated Notes Payable- TelePayroll Acquisition In January 2018, we acquired 100% of the outstanding shares of capital stock of TelePayroll. The aggregate purchase price consists of $9,000 in cash; 91,848 shares of Asure Software, Inc. common stock valued at $1,200; and a subordinated promissory note in the principal amount of $1,800, subject to adjustment. The TelePayroll Note bears interest at an annual rate of 2.0% and matures on January 1, 2020. The entire unpaid principal and all accrued interest under the TelePayroll Note is payable at maturity. Subordinated Notes Payable- Savers Admin Acquisition In January 2018, we acquired 100% of the outstanding shares of capital stock of Savers Admin. The aggregate purchase price consists of $2,280 in cash and a subordinated promissory note in the principal amount of $570, subject to adjustment. The Savers Admin Note bears interest at an annual rate of 2.0% and matures on January 1, 2020. The entire unpaid principal and all accrued interest under the Savers Admin Note is payable at maturity. Subordinated Notes Payable- Pay Systems Acquisition In January 2018, we acquired 100% of the outstanding shares of capital stock of Pay Systems. The aggregate purchase price consists of $14,152 in cash and a subordinated promissory note in the principal amount of $1,572, subject to adjustment. The Pay Systems Note bears interest at an annual rate of 2.0%. The Pay Systems Note is payable in two annual installments of $786 each, along with accrued interest, on July 1, 2018 and January 1, 2019, 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 2016, we amended the Credit Agreement to, among other things, increase our overall credit facility to $29,188. 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. 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. Second Amended and Restated Credit Agreement On March 29, 2018, we entered into a second amended and restated credit agreement (the “Second Restated Credit Agreement”) with Wells Fargo Bank, National Association, and the lenders that are parties thereto, amending and restating the terms of the Amended and Restated Credit Agreement dated as of May 25, 2017 (the “First Facility”). The Second Restated Credit Agreement provides for a total of $175,000 in available financing consisting of (a) $105,000 in the aggregate principal amount of term loans, an increase of approximately $36,750; (b) a $5,000 line of credit, (c) a $25,000 delayed draw term loan commitment for the financing of permitted acquisitions, which is a new financing option for us; and (d) a $40,000 accordion, an increase of $30,000. The accordion allows us to increase the amount of financing we receive from our lenders at our option. Financing under the delayed draw term loan commitment and accordion are subject to certain conditions as described in the Second Restated Credit Agreement. The Second Restated Credit Agreement amends the applicable margin rates for determining the interest rate payable on the loans as follows: Leverage Ratio First Out Revolver Base Rate Margin First Out Revolver LIBOR Rate Margin First Out TL Base Rate Margin First Out TL LIBOR Rate Margin Last Out Base Rate Margin Last Out LIBOR Rate Margin ≤ 3.25:1 4.25 percentage points 5.25 percentage points 1.75 percentage points 2.75 percentage points 6.75 percentage points 7.75 percentage points > 3.25:1 4.75 percentage points 5.75 percentage points 2.25 percentage points 3.25 percentage points 7.25 percentage points 8.25 percentage points The outstanding principal amount of the term loans is payable as follows: · $263 beginning on June 30, 2018 and the last day of each fiscal quarter thereafter up to March 31, 2020, plus an additional amount equal to 0.25% of the principal amount of all delayed draw term loans; · $656 beginning on June 30, 2020 and the last day of each fiscal quarter thereafter up to March 31, 2021, plus an additional amount equal to 0.625% of the principal amount of all delayed draw term loans; and · $1,313 beginning on June 30, 2021 and the last day of each fiscal quarter thereafter, plus an additional amount equal to 1.25% of the principal amount of all delayed draw term loans. The outstanding principal balance and all accrued and unpaid interest on the term and revolving loans is due on May 25, 2022. The Second Restated Credit Agreement also: · amends our leverage ratio covenant to increase the maximum ratio to 6.50:1 at March 31, 2018 and June 30, 2018, 6.00:1 at September 30, 2018 and December 31, 2018 and then stepping down each quarter-end thereafter; · amends our fixed charge coverage ratio to be not less than 1.25:1at March 31, 2018 and each quarter-end thereafter; and · removes the TTM recurring revenue covenant. As of March 31, 2018 and December 31, 2017, $2,379 and $0 was outstanding and $2,621 and $5,000, respectively, were available for borrowing under the revolver. As of March 31, 2018, 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 - Contracts with Custome
NOTE 7 - Contracts with Customers | 3 Months Ended |
Mar. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customer [Text Block] | NOTE 7 – Contracts with Customers Receivables Receivables from contracts with customers, net of allowance for doubtful accounts of $465, were $12,646 at March 31, 2018. Receivables from contracts with customers, net of allowance for doubtful accounts of $425, were $12,032 at December 31, 2017. Deferred Commissions Deferred commissions costs from contracts with customers were $2,333 and $636 at March 31, 2018 and December 31, 2017, respectively. The amount of amortization recognized in the period was $284. Deferred Revenue Revenue of $4,705 was recognized during the three months ended March 31, 2018 that was included in the deferred revenue balance at the beginning of the period. Transaction Price Allocated to the Remaining Performance Obligations As of March 31, 2018, approximately $27,300 of revenue is expected to be recognized from remaining performance obligations. We expect to recognize revenue on approximately 70% of these remaining performance obligations over the next 12 months, with the balance recognized thereafter. |
NOTE 8 - SHARE BASED COMPENSATI
NOTE 8 - SHARE BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | NOTE 8 – SHARE BASED COMPENSATION Asure has one active equity plan, the 2009 Equity Plan (the “2009 Plan”). The 2009 Plan provides for the issuance of non-qualified and incentive stock options to our employees and consultants. We generally grant stock options with exercise prices greater than or equal to the fair market value at the time of grant. The options generally vest over three to four years and are exercisable for a period of five to ten years beginning with date of grant. Our shareholders approved an amendment to the 2009 Plan in June 2017 to increase the number of shares reserved under the plan from 1,400,000 to 1,700,000. We have 1,009,996 options granted and outstanding and 17,275 available for grant pursuant to the 2009 Plan as of March 31, 2018. In April 2018, our board of directors adopted, subject to stockholder approval, the Asure Software, Inc. 2018 Incentive Award Plan (the “2018 Plan”). The 2018 Plan is intended to replace our 2009 Plan. The 2018 Plan will be voted upon at our annual meeting on May 16, 2018. Upon stockholder approval of the 2018 Plan, the 2018 Plan will become effective and will supersede and replace in its entirety the 2009 Plan, and no further awards will be granted under the 2009 Plan; however, the terms and conditions of the 2009 Plan will continue to govern any outstanding awards granted thereunder. If the 2018 Plan is not approved by our stockholders, it will not become effective, the 2009 Plan will continue in effect, and we may continue to grant awards under the 2009 Plan, subject to its terms, conditions and limitations, using the stock available for issuance thereunder. Employees and consultants of the Company, its subsidiaries and affiliates, as well as members of our board, are eligible to receive awards under the 2018 Plan. The 2018 Plan provides for the grant of incentive stock options and nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance bonus awards, performance stock units awards, other stock or cash-based awards and dividend equivalents to eligible individuals. The number of shares available for issuance under 2018 Plan is equal to the sum of (i) 750,000 shares, and (ii) any shares subject to issued and outstanding awards under the 2009 Plan as of the effective date of the 2018 Plan that expire, are cancelled or otherwise terminate following the effective date of the 2018 Plan. Share based compensation for our stock option plans for the three months ended March 31, 2018 and March 31, 2017 were $194 and $54, respectively. We issued no shares of common stock related to exercises of stock options granted from our 2009 Plan for the three months ended March 31, 2018 and March 31, 2017, respectively. |
NOTE 9 - OTHER COMPREHENSIVE LO
NOTE 9 - OTHER COMPREHENSIVE LOSS | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure Text Block [Abstract] | |
Comprehensive Income (Loss) Note [Text Block] | NOTE 9 – OTHER COMPREHENSIVE LOSS Comprehensive income (loss) represents a measure of all changes in equity that result from recognized transactions and other economic events other than those resulting from investments by and distributions to shareholders. Our other comprehensive income (loss) includes foreign currency translation adjustments. The following table presents the changes in each component of accumulated other comprehensive income (loss), net of tax: Foreign Currency Items Accumulated Other Comprehensive Loss Items Beginning balance, December 31, 2017 $ (63 ) $ (63 ) Other comprehensive loss before reclassifications 3 3 Amounts reclassified from accumulated other comprehensive income (loss) — — Net current-period other comprehensive loss 3 3 Ending balance, March 31, 2018 $ (60 ) $ (60 ) The following table presents the tax benefit (expense) allocated to each component of other comprehensive income (loss): Three Months Ended March 31, 2018 Before Tax Tax Benefit Net of Tax Foreign currency translation adjustments $ 3 $ — $ 3 Other comprehensive loss $ 3 $ — $ 3 |
NOTE 10 - NET LOSS PER SHARE
NOTE 10 - NET LOSS PER SHARE | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | NOTE 10 – NET LOSS PER SHARE We compute net loss per share based on the weighted average number of common shares outstanding for the period. Diluted net loss per share reflects the maximum dilution that would have resulted from incremental common shares issuable upon the exercise of stock options. We compute the number of common share equivalents, which includes stock options, using the treasury stock method. We have excluded stock options to acquire approximately 1,010,000 and 609,000 shares for the three months ended March 31, 2018 and March 31, 2017, respectively, from the computation of the dilutive stock options because the effect of including the stock options would have been anti-dilutive. The following table sets forth the computation of basic and diluted net income (loss) per common share for the three months ended March 31, 2018 and March 31, 2017: Three Months Three Months Ended March 31, Ended March 31, 2018 2017 Net loss $ (1,925 ) $ (1,059 ) Weighted-average shares of common stock outstanding 12,583,000 8,628,000 Basic and diluted net loss per share $ (0.15 ) $ (0.12 ) |
NOTE 11 - SUBSEQUENT EVENTS
NOTE 11 - SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 11 – SUBSEQUENT EVENTS The Company evaluated subsequent events through the date of the filing of this Quarterly Report on Form 10-Q with the SEC, to ensure that this filing includes appropriate disclosure of events both recognized in the condensed consolidated financial statements as of March 31, 2018, and events which occurred subsequent to March 31, 2018 but were not recognized in the condensed consolidated financial statements. The Company has determined that there were no subsequent events which required recognition, adjustment to or disclosure in the financial statements except as follows: On April 1, 2018, we entered into a purchase agreement (the “Purchase Agreement”) with Wells Fargo Bank, N.A., a national banking association, pursuant to which we purchased a portfolio of customer accounts and the related contracts for payroll processing services for an aggregate purchase price of $10,450. The aggregate purchase price consists of (i) $10,000 in cash and (ii) a subordinated promissory note (the “Promissory Note”) in the principal amount of $450. The Promissory Note bears interest at an annual rate of 2.0%, and the unpaid principal and all accrued interest under the Promissory Note is payable on April 1, 2020. To finance this transaction, we used approximately $10,000 of the additional $36,750 term loan under our Second Restated Credit Agreement. On April 1, 2018, we acquired all of the assets of Austin HR, LLC pursuant to an asset purchase agreement. Austin HR is headquartered in Austin, Texas and provides human resources management, consulting, executive coaching and leadership development services. To finance a portion of this acquisition, we used approximately $3,100 of the additional $36,750 term loan under our Second Restated Credit Agreement. On April 2, 2018, we filed a universal shelf registration statement on Form S-3 with the Securities and Exchange Commission (“SEC”) to provide access to additional capital, if needed. Pursuant to the shelf registration statement, we may from time to time offer to sell in one or more offerings shares of our common stock or other securities having an aggregate value of up to $175,000 (which includes approximately $60,000 of unsold securities that were previously registered on our currently effective registration statements). The shelf registration statement relating to these securities became effective on April 16, 2018. On April 9, 2018, we acquired all of the share capital of Occupeye Limited pursuant to a share purchase agreement. Occupeye Limited is headquartered in Blackburn, United Kingdom and provides workspace utilization technology and is intended to complement our Agile Workplace products for an aggregate purchase price of approximately $7,100 or £ £4,500 £500 equivalent |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Cash and Cash Equivalents, Policy [Policy Text Block] | CASH AND CASH EQUIVALENTS Cash and cash equivalents include cash deposits and highly liquid investments with an original maturity of three months or less when purchased. |
Liquidity Disclosure [Policy Text Block] | LIQUIDITY As of March 31, 2018, our principal sources of liquidity consisted of $25,808 of cash and cash equivalents, cash we expect to generate in the future from our business operations, and $2,621 available for borrowing under our revolving line of credit with Wells Fargo 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 condensed consolidated financial statements. However, we will need to raise additional capital or incur additional indebtedness to grow our existing software operations and to seek additional strategic acquisitions in the near future. 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, cash we expect to generate in the future from our business operations, funds under our credit facilities, and cash generated from the issuance of equity or debt securities. 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, subject to the foregoing, we believe that substantial doubt regarding the Company’s ability to continue as a going concern is not probable. We believe 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 condensed 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. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Adopted Standards In May 2014, the FASB issued ASU 2014-09 (“Topic 606”) “Revenue from Contracts with Customers.” Topic 606 supersedes the revenue recognition requirements in Topic 605 “Revenue Recognition” (“Topic 605”), and requires entities to recognize revenue when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. We adopted Topic 606, as well as other clarifications and technical guidance issued by the FASB related to this new revenue standard, on January 1, 2018, using the modified retrospective method. The initial application was applied to all contracts at the date of initial application. We recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of retained earnings. Results of reporting periods after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605. We do not expect the adoption of Topic 606 to have a material impact to our results of operations on an ongoing basis. We recorded a $1,502 cumulative effect adjustment to opening retained earnings as of January 1, 2018 related to an increase in deferred commissions. There was no impact to revenues as a result of applying Topic 606 for the three months ended March 31, 2018. The primary impact of adopting Topic 606 is to sales commissions related to onboarding new clients that were previously expensed. Under the new standard, these costs that were previously expensed are capitalized as deferred commissions and amortized over the estimated customer life of five to ten years. The impact from the adoption of Topic 606 to our consolidated balance sheet and income statement is as follows: As of and for the Three Months Ended Balance Using Previous Increase Balance Sheet March 31, 2018 Standard (Decrease) Assets Prepaid expenses and other current assets $ 3,418 $ 3,410 $ 8 Total current assets before funds held for clients 43,826 43,818 8 Total current assets 110,599 110,591 8 Other assets 15,234 13,614 1,620 Total assets $ 271,804 $ 270,176 $ 1,628 Liabilities and stockholders’ equity (278,020 ) (279,648 ) 1,628 Total stockholders’ equity 64,673 63,045 1,628 Total liabilities and stockholders’ equity $ 271,804 $ 270,176 $ 1,628 Income Statement Operating expenses 10,709 10,835 (126 ) Total operating expenses 13,729 13,855 (126 ) Gain (Loss) from operations 18 (108 ) (126 ) Loss from operations before income tax (1,742 ) (1,868 ) (126 ) Net Loss $ (1,925 ) $ (2,051 ) $ (126 ) Other comprehensive loss $ (1,922 ) $ (2,048 ) $ (126 ) 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. Standards Yet To Be Adopted 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 February 2018, the FASB issued ASU No. 2018-02, “Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income”, which provides entities the option to reclassify tax effects stranded in accumulated other comprehensive income as a result of the 2017 Tax Cuts and Jobs Act (“the Tax Act”) to retained earnings. The guidance is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. We do not expect the adoption of this accounting standard to have a material impact on our financial position, results of operations, cash flows, or presentation thereof |
Revenue Recognition, Policy [Policy Text Block] | REVENUE RECOGNITION On January 1, 2018, we adopted Topic 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results of reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605. There was no impact to revenues as a result of applying Topic 606 for the three months ended March 31, 2018. Our revenues consist of software-as-a-service (“SaaS”) offerings and time-based software subscription license arrangements that also, typically include hardware, maintenance/support and professional services elements. We recognize revenue on an output basis when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Our contracts with customers may include multiple performance obligations. For such arrangements, we allocate revenue to each performance obligation based on its relative standalone selling price (“SSP”). We determine standalone selling prices based on the amount that we believe the market is willing to pay determined through historical analysis of sales data as well as through use of the residual approach when we can estimate the SSP for one or more, but not all, of the promised goods or services. 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/software subscription arrangement will also include hardware, setup and implementation services. Revenues allocated to the SaaS/software subscription performance obligations are recognized on an output basis ratably as the service is provided over the non-cancellable term of the SaaS/subscription service and are reported as Cloud revenue on the Consolidated Statement of Comprehensive Loss. Revenue allocated to other performance obligations included in the arrangement is recognized as outlined in the paragraphs below. Hardware devices sold to customers (typically time clocks, LCD panels, sensors and other peripheral devices) are sold as either a standard product sell arrangement where title to the hardware passes to the customer or under a hardware-as-a-service (“HaaS”) arrangement where the title to the hardware remains with Asure. Revenues allocated to hardware sold as a standard product sell is recognized on an output basis as revenue when title passes to the customer, typically the date we ship the hardware and are reported as Hardware revenue on the Income Statement. Revenues allocated to hardware under a hardware-as-a-service (“HaaS”) arrangement are recognized on an output basis as hardware usage revenue ratably as the service is provided over the non-cancellable term of the HaaS arrangement, typically one year. Revenues recognized from hardware devices sold to customers via either of the two above types of arrangements are reported as Hardware revenue on the Consolidated Statement of Comprehensive Loss. Our professional services offerings typically include data migration, set up, training, and implementation 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 we recognize allocated revenue on an output basis on a proportional performance basis as the service is provided. We recognize allocated revenues on an output basis for professional services engagements billed on a time and materials basis as the service is provided. We recognize allocated revenues on an output basis on all other professional services engagements upon the earlier of the completion of the service’s deliverable or the expiration of the customer’s right to receive the service. Revenues recognized from professional services offerings are reported as Professional service revenue on the Consolidated Statement of Comprehensive Loss. We recognize allocated revenue for maintenance/support on an output basis 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. Revenues recognized from maintenance/support are reported as Maintenance and support revenue on the Consolidated Statement of Comprehensive Loss. 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. Our payment terms vary by the type of customer and the customer’s payment history and the products or services offered. The term between invoicing and when payment is due is not significant and as such our contracts do not include a significant financing component. The transaction prices of our contracts do not include consideration amounts that are variable and do not include noncash consideration. Deferred revenue includes amounts invoiced to customers in excess of revenue we recognize, and is comprised of deferred Cloud, HaaS, Maintenance and support, and Professional services revenue. We recognize deferred revenues when we complete the service and over the terms of the arrangements, primarily ranging from one to three years. |
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 March 31, 2018, we were not party to any pending legal proceedings. |
NOTE 2 - SIGNIFICANT ACCOUNTI18
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles [Table Text Block] | The primary impact of adopting Topic 606 is to sales commissions related to onboarding new clients that were previously expensed. Under the new standard, these costs that were previously expensed are capitalized as deferred commissions and amortized over the estimated customer life of five to ten years. As of and for the Three Months Ended Balance Using Previous Increase Balance Sheet March 31, 2018 Standard (Decrease) Assets Prepaid expenses and other current assets $ 3,418 $ 3,410 $ 8 Total current assets before funds held for clients 43,826 43,818 8 Total current assets 110,599 110,591 8 Other assets 15,234 13,614 1,620 Total assets $ 271,804 $ 270,176 $ 1,628 Liabilities and stockholders’ equity (278,020 ) (279,648 ) 1,628 Total stockholders’ equity 64,673 63,045 1,628 Total liabilities and stockholders’ equity $ 271,804 $ 270,176 $ 1,628 Income Statement Operating expenses 10,709 10,835 (126 ) Total operating expenses 13,729 13,855 (126 ) Gain (Loss) from operations 18 (108 ) (126 ) Loss from operations before income tax (1,742 ) (1,868 ) (126 ) Net Loss $ (1,925 ) $ (2,051 ) $ (126 ) Other comprehensive loss $ (1,922 ) $ (2,048 ) $ (126 ) |
NOTE 3 - FAIR VALUE MEASUREME19
NOTE 3 - FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | The following table presents the fair value hierarchy for our financial assets measured at fair value on a recurring basis as of March 31, 2018 and December 31, 2017, respectively: Fair Value Measure at March 31, 2018 Total Quoted Significant Carrying Prices Other Significant Value at in Active Observable Unobservable March 31, Market Inputs Inputs Description 2018 (Level 1) (Level 2) (Level 3) Assets: Cash and cash equivalents $ 25,808 $ 25,808 $ - $ - Total $ 25,808 $ 25,808 $ - $ - 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 $ - $ - |
NOTE 4 - ACQUISITIONS (Tables)
NOTE 4 - ACQUISITIONS (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure Text Block Supplement [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Assets Acquired TelePayroll Pay Systems Savers Admin Total Cash & cash equivalents $ 197 767 160 $ 1,124 Accounts receivable 9 54 67 130 Fixed assets 10 121 - 131 Other assets 91 49 12 152 Funds held for clients 8,520 10,976 5,525 25,021 Goodwill 4,428 8,273 865 13,566 Intangibles 7,870 7,240 1,870 16,980 Total assets acquired $ 21,125 27,480 8,499 $ 57,104 Liabilities assumed Accounts payable 55 107 45 207 Accrued other liabilities 347 951 94 1,392 Deferred revenue 356 - - 356 Client fund obligations 8,520 10,976 5,525 25,021 Total liabilities assumed 9,278 12,034 5,664 26,976 Net assets acquired $ 11,847 15,446 2,835 $ 30,128 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 14,194 Goodwill 1,190 2,295 1,579 42,330 2,023 1,474 50,891 Intangibles 1,563 2,646 1,879 15,070 3,470 1,780 26,408 Total assets acquired $ 5,710 5,566 9,940 60,142 6,012 8,474 $ 95,844 Liabilities assumed Accounts payable 51 19 28 392 65 18 573 Accrued other liabilities - 197 40 868 45 30 1,180 Deferred revenue - 370 - 1,073 - - 1,443 Client fund obligations 2,754 - 6,294 - - 5,091 14,139 Total liabilities assumed 2,805 586 6,362 2,333 110 5,139 17,335 Net assets acquired $ 2,905 4,980 3,578 57,809 5,902 3,335 $ 78,509 |
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: TelePayroll Pay Systems Savers Admin Total Purchase price $ 12,000 15,724 2,850 $ 30,574 Working capital adjustment 36 (217 ) 38 (143 ) Adjustment to fair value of Asure’s stock issued (7 ) - - (7 ) Debt discount (182 ) (61 ) (53 ) (296 ) Fair value of net assets acquired $ 11,847 15,446 2,835 $ 30,128 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 55 - 299 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 5,902 3,335 $ 78,509 |
Business Acquisition, Pro Forma Information [Table Text Block] | The following unaudited summary of pro forma combined results of operations for the three months ended March 31, 2018 and March 31, 2017 gives effect to the acquisitions of iSystems, Compass, ADS, TelePayroll, Pay Systems, and Savers Admin as if we had completed them on January 1, 2017. 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 of January 1, 2017, nor is it indicative of future consolidated results of operations. FOR THE THREE MONTHS ENDED MARCH 31, 2018 FOR THE THREE MONTHS ENDED MARCH 31, 2017 Revenues $ 19,304 $ 18,766 Net income (loss) $ (1,251 ) $ (2,381 ) Net income (loss) per common share: Basic and diluted $ (0.10 ) $ (0.23 ) Weighted average shares outstanding: Basic 12,583 10,403 Diluted 12,583 10,403 |
NOTE 5 - GOODWILL AND OTHER I21
NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill [Table Text Block] | The following table summarizes the changes in our goodwill: Balance at December 31, 2017 $ 77,348 Goodwill recognized upon acquisitions of Telepayroll, Pay Systems and Savers Admin 13,566 Adjustment to Goodwill associated with acquisitions of Compass, ADS, iSystems and PMSI 81 Foreign exchange adjustment to goodwill 3 Balance at March 31, 2018 $ 90,998 |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | The gross carrying amount and accumulated amortization of our intangible assets as of March 31, 2018 and December 31, 2017 are as follows: March 31, 2018 Intangible Assets Weighted Average Amortization Period (in Years) Gross Accumulated Amortization Net Developed Technology 6.7 $ 11,925 $ (5,446 ) $ 6,479 Customer Relationships 9.4 52,896 (14,394 ) 38,502 Reseller Relationships 7.00 853 (792 ) 61 Trade Names 11.4 3,765 (953 ) 2,812 Noncompete 5.1 1,022 (211 ) 811 8.9 $ 70,461 $ (21,796 ) $ 48,665 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 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | The following table summarizes the future estimated amortization expense relating to our intangible assets as of March 31, 2018: Calendar Years 2018 (April to December) $ 5,542 2019 6,697 2020 5,862 2021 5,420 2022 5,328 2023 4,496 Thereafter 15,320 $ 48,665 |
NOTE 6 - NOTES PAYABLE (Tables)
NOTE 6 - NOTES PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | The following table summarizes our outstanding debt as of the dates indicated: Notes Payable Maturity Stated Interest Rate Balance as of March 31, 2018 Balance as of December 31, 2017 Subordinated Notes Payable- PMSI acquisition 4/30/2018 2.00 % 1,125 1,125 Subordinated Notes Payable- CPI acquisition 4/30/2018 - % 500 500 Subordinated Notes Payable- PSNW acquisition 4/30/2018 2.00 % 600 600 Subordinated Notes Payable- iSystems acquisition 5/25/2019 3.50 % 5,000 5,000 Subordinated Notes Payable- Compass acquisition 5/25/2022 2.00 % 1,474 1,500 Subordinated Notes Payable- ADS acquisition 10/1/2019 2.00 % 1,122 1,122 Subordinated Notes Payable- TelePayroll acquisition 01/01/2020 2.00 % 1,800 - Subordinated Notes Payable- Savers Admin acquisition 01/01/2020 2.00 % 570 - Subordinated Notes Payable- Pay Systems acquisition 01/01/2019 2.00 % 1,572 - Term Loan – Wells Fargo Syndicate Partner 5/25/2022 10.55 % 52,500 34,125 Term Loan - Wells Fargo 5/25/2022 5.55 % 52,500 34,125 Total Notes Payable $ 118,763 $ 78,097 Short-term notes payable $ 8,012 $ 8,895 Long-term notes payable $ 110,751 $ 69,202 |
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 March 31, 2018 Debt Issuance Costs and Debt Discount Net Notes Payable at March 31, 2018 Notes payable, current portion $ 8,012 $ (196 ) $ 7,816 Notes payable, net of current portion 110,751 (3,979 ) 106,772 Total Notes Payable $ 118,763 $ (4,175 ) $ 114,588 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 |
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 (April to December) $ 6,963 December 31, 2019 5,383 December 31, 2020 4,896 December 31, 2021 4,889 December 31, 2022 96,632 Gross Notes Payable $ 118,763 |
Schedule of Long-term Debt Instruments [Table Text Block] | The Second Restated Credit Agreement amends the applicable margin rates for determining the interest rate payable on the loans as follows: Leverage Ratio First Out Revolver Base Rate Margin First Out Revolver LIBOR Rate Margin First Out TL Base Rate Margin First Out TL LIBOR Rate Margin Last Out Base Rate Margin Last Out LIBOR Rate Margin ≤ 3.25:1 4.25 percentage points 5.25 percentage points 1.75 percentage points 2.75 percentage points 6.75 percentage points 7.75 percentage points > 3.25:1 4.75 percentage points 5.75 percentage points 2.25 percentage points 3.25 percentage points 7.25 percentage points 8.25 percentage points |
NOTE 9 - OTHER COMPREHENSIVE 23
NOTE 9 - OTHER COMPREHENSIVE LOSS (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure Text Block [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | The following table presents the changes in each component of accumulated other comprehensive income (loss), net of tax: Foreign Currency Items Accumulated Other Comprehensive Loss Items Beginning balance, December 31, 2017 $ (63 ) $ (63 ) Other comprehensive loss before reclassifications 3 3 Amounts reclassified from accumulated other comprehensive income (loss) — — Net current-period other comprehensive loss 3 3 Ending balance, March 31, 2018 $ (60 ) $ (60 ) |
Comprehensive Income (Loss) [Table Text Block] | The following table presents the tax benefit (expense) allocated to each component of other comprehensive income (loss): Three Months Ended March 31, 2018 Before Tax Tax Benefit Net of Tax Foreign currency translation adjustments $ 3 $ — $ 3 Other comprehensive loss $ 3 $ — $ 3 |
NOTE 10 - NET LOSS PER SHARE (T
NOTE 10 - NET LOSS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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 income (loss) per common share for the three months ended March 31, 2018 and March 31, 2017: Three Months Three Months Ended March 31, Ended March 31, 2018 2017 Net loss $ (1,925 ) $ (1,059 ) Weighted-average shares of common stock outstanding 12,583,000 8,628,000 Basic and diluted net loss per share $ (0.15 ) $ (0.12 ) |
NOTE 2 - SIGNIFICANT ACCOUNTI25
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||
Cash and Cash Equivalents, at Carrying Value | $ 25,808 | $ 27,792 | $ 2,288 | $ 12,767 |
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 | $ 2,621 |
NOTE 2 - SIGNIFICANT ACCOUNTI26
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of New Accounting Pronouncements and Changes in Accounting Principles - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Assets | |||
Prepaid expenses and other current assets | $ 3,418 | $ 2,588 | |
Total current assets before funds held for clients | 43,826 | 44,250 | |
Total current assets | 110,599 | 86,578 | |
Other assets | 15,234 | 614 | |
Total assets | 271,804 | 203,311 | |
Accumulated deficit | (278,020) | (277,597) | |
Total stockholders’ equity | 64,673 | 63,774 | |
Total liabilities and stockholders’ equity | 271,804 | $ 203,311 | |
Selling, general and administrative | 10,709 | $ 7,043 | |
Total operating expenses | 13,729 | ||
Gain (Loss) from operations | 18 | (370) | |
Loss from operations before income tax | (1,742) | (917) | |
Net Loss | (1,925) | (1,059) | |
Other comprehensive loss | (1,922) | $ (1,093) | |
Balance Using Previous Standard [Member] | |||
Assets | |||
Prepaid expenses and other current assets | 3,410 | ||
Total current assets before funds held for clients | 43,818 | ||
Total current assets | 110,591 | ||
Other assets | 13,614 | ||
Total assets | 270,176 | ||
Accumulated deficit | (279,648) | ||
Total stockholders’ equity | 63,045 | ||
Total liabilities and stockholders’ equity | 270,176 | ||
Selling, general and administrative | 10,835 | ||
Total operating expenses | 13,855 | ||
Gain (Loss) from operations | (108) | ||
Loss from operations before income tax | (1,868) | ||
Net Loss | (2,051) | ||
Other comprehensive loss | (2,048) | ||
Adjustments for New Accounting Pronouncement [Member] | |||
Assets | |||
Prepaid expenses and other current assets | 8 | ||
Total current assets before funds held for clients | 8 | ||
Total current assets | 8 | ||
Other assets | 1,620 | ||
Total assets | 1,628 | ||
Accumulated deficit | 1,628 | ||
Total stockholders’ equity | 1,628 | ||
Total liabilities and stockholders’ equity | 1,628 | ||
Selling, general and administrative | (126) | ||
Total operating expenses | (126) | ||
Gain (Loss) from operations | (126) | ||
Loss from operations before income tax | (126) | ||
Net Loss | (126) | ||
Other comprehensive loss | $ (126) |
NOTE 3 - FAIR VALUE MEASUREME27
NOTE 3 - FAIR VALUE MEASUREMENTS (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Assets: | ||
Cash and Cash Equivalents | $ 25,808 | $ 27,792 |
Total Assets | 25,808 | 27,792 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets: | ||
Cash and Cash Equivalents | 25,808 | 27,792 |
Total Assets | 25,808 | 27,792 |
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 4 - ACQUISITIONS (Details)
NOTE 4 - ACQUISITIONS (Details) | Jan. 01, 2017USD ($)shares | Mar. 31, 2018USD ($) | Jan. 31, 2018USD ($)shares | Oct. 31, 2017USD ($)shares | May 31, 2017USD ($)shares | Jan. 31, 2017USD ($)shares | Mar. 31, 2016USD ($)shares | Mar. 31, 2018USD ($)shares | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($) |
NOTE 4 - ACQUISITIONS (Details) [Line Items] | ||||||||||
Number of Businesses Acquired | 3 | 2 | 3 | |||||||
Business Acquisition, Transaction Costs | $ 993,000 | $ 993,000 | $ 3,112,000 | |||||||
Proceeds from Lines of Credit | 2,379,000 | $ 0 | ||||||||
TelePayroll, Pay Systems and Savers Admin [Member] | ||||||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | ||||||||||
Business Combination, Consideration Transferred | 30,574,000 | |||||||||
Payments to Acquire Businesses, Gross | 25,432,000 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 16,980,000 | $ 16,980,000 | 16,980,000 | |||||||
TelePayroll Inc. ("TelePayroll") [Member] | ||||||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | ||||||||||
Business Combination, Consideration Transferred | 12,000,000 | |||||||||
Payments to Acquire Businesses, Gross | $ 9,000,000 | $ 9,000,000 | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares) | shares | 91,848 | 91,848 | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 1,200,000 | $ 1,200,000 | $ 1,200,000 | |||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 1,800,000 | $ 1,800,000 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | 2.00% | 2.00% | |||||||
Debt Instrument, Maturity Date | Jan. 1, 2020 | Jan. 1, 2020 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 7,870,000 | $ 7,870,000 | ||||||||
Equity Method Investment, Ownership Percentage | 100.00% | |||||||||
Savers Administrative Services Inc. (Savers Admin) [Member] | ||||||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | ||||||||||
Business Combination, Consideration Transferred | 2,850,000 | |||||||||
Payments to Acquire Businesses, Gross | $ 2,280,000 | 2,280,000 | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 570,000 | |||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 570,000 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | 2.00% | 2.00% | |||||||
Debt Instrument, Maturity Date | Jan. 1, 2020 | Jan. 1, 2020 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 1,870,000 | $ 1,870,000 | ||||||||
Equity Method Investment, Ownership Percentage | 100.00% | 100.00% | ||||||||
Pay Systems of America Inc. (Pay Systems) [Member] | ||||||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | ||||||||||
Business Combination, Consideration Transferred | $ 15,724,000 | |||||||||
Payments to Acquire Businesses, Gross | $ 14,152,000 | 14,152,000 | ||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 1,572,000 | $ 1,572,000 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | 2.00% | 2.00% | |||||||
Debt Instrument, Payment Terms | payable in two installments – one-half, plus accrued interest, on July 1, 2018 and the remaining principal balance and accrued interest on January 1, 2019 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 7,240,000 | $ 7,240,000 | ||||||||
Equity Method Investment, Ownership Percentage | 100.00% | 100.00% | ||||||||
Debt Instrument, Periodic Payment | $ 786,000 | |||||||||
Personnel Management Systems, Inc ("PMSI") [Member] | ||||||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | ||||||||||
Business Combination, Consideration Transferred | 5,000,000 | |||||||||
Payments to Acquire Businesses, Gross | $ 3,875,000 | $ 3,875,000 | ||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 1,125,000 | $ 1,125,000 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | 2.00% | ||||||||
Debt Instrument, Maturity Date | Apr. 30, 2018 | Apr. 30, 2018 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 2,646,000 | |||||||||
Corporate Payroll, Inc ("CPI") [Member] | ||||||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | ||||||||||
Business Combination, Consideration Transferred | 3,000,000 | |||||||||
Payments to Acquire Businesses, Gross | $ 1,500,000 | $ 1,500,000 | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares) | shares | 112,166 | 112,166 | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 1,000,000 | $ 1,000,000 | ||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 500,000 | $ 500,000 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | 0.00% | ||||||||
Debt Instrument, Maturity Date | Apr. 30, 2018 | Apr. 30, 2018 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 1,563,000 | |||||||||
Business Acquisition Equity Interests Issued or Issuable, Lock-Up Agreement | 6 years | |||||||||
Payroll Specialities NW ("PSNW") [Member] | ||||||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | ||||||||||
Business Combination, Consideration Transferred | 3,610,000 | |||||||||
Payments to Acquire Businesses, Gross | $ 3,010,000 | $ 3,010,000 | ||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 600,000 | $ 600,000 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | 2.00% | ||||||||
Debt Instrument, Maturity Date | Apr. 30, 2018 | Apr. 30, 2018 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 1,879,000 | |||||||||
iSystems Intermediate Holdco, Inc.(iSystems) [Member] | ||||||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | ||||||||||
Business Combination, Consideration Transferred | $ 55,000,000 | 55,000,000 | ||||||||
Payments to Acquire Businesses, Gross | $ 32,000,000 | |||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares) | shares | 1,526,332 | |||||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 18,000,000 | |||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 5,000,000 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.50% | |||||||||
Debt Instrument, Payment Terms | two | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 15,070,000 | |||||||||
Equity Method Investment, Ownership Percentage | 100.00% | |||||||||
Debt Instrument, Periodic Payment | $ 2,500,000 | |||||||||
Compass HRM, Inc. (Compass) [Member] | ||||||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | ||||||||||
Business Combination, Consideration Transferred | 6,000,000 | 6,000,000 | ||||||||
Payments to Acquire Businesses, Gross | 4,500,000 | |||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 1,500,000 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | |||||||||
Debt Instrument, Payment Terms | revised Compass Note is now payable in five annual installments of $295 on the anniversary of the closing date, subject to adjustment | payable in five annual installments of $300 on the anniversary of the closing date, subject to adjustment | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 3,470,000 | |||||||||
Equity Method Investment, Ownership Percentage | 100.00% | |||||||||
Debt Instrument, Periodic Payment | $ 295,000 | $ 300,000 | ||||||||
Debt Instrument, Face Amount | $ 1,474,000 | $ 1,474,000 | ||||||||
Associated Data Services ("ADS") [Member] | ||||||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | ||||||||||
Business Combination, Consideration Transferred | $ 3,400,000 | 3,400,000 | ||||||||
Payments to Acquire Businesses, Gross | $ 1,778,000 | $ 1,778,000 | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares) | shares | 44,624 | 44,624 | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 528,200,000 | $ 400,000 | ||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 1,122,000 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | |||||||||
Debt Instrument, Payment Terms | payable in two annual installments of $370 and $752 plus accrued interest, on October 1, 2018 and October 1, 2019, respectively , subject to adjustment | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 1,780,000 | |||||||||
Equity Method Investment, Ownership Percentage | 100.00% | |||||||||
Debt Instrument, Face Amount | $ 0.020 | |||||||||
CPI, PMSI, PSNW, iSystems, Compass and ADS [Member] | ||||||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | ||||||||||
Business Combination, Consideration Transferred | 76,010,000 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 26,408,000 | |||||||||
Customer Relationships [Member] | TelePayroll, Pay Systems and Savers Admin [Member] | ||||||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 15,800,000 | |||||||||
Customer Relationships [Member] | CPI, PMSI, PSNW, iSystems, Compass and ADS [Member] | ||||||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 23,085,000 | |||||||||
Trade Names [Member] | TelePayroll, Pay Systems and Savers Admin [Member] | ||||||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 850,000 | |||||||||
Royalty Rate used to Value Intangible Assets | 1.00% | |||||||||
Trade Names [Member] | CPI, PMSI, PSNW, iSystems, Compass and ADS [Member] | ||||||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 1,621,000 | |||||||||
Noncompete Agreements [Member] | TelePayroll, Pay Systems and Savers Admin [Member] | ||||||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 330,000 | |||||||||
Noncompete Agreements [Member] | CPI, PMSI, PSNW, iSystems, Compass and ADS [Member] | ||||||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 692,000 | |||||||||
Developed Technology Rights [Member] | CPI, PMSI, PSNW, iSystems, Compass and ADS [Member] | ||||||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 1,010,000 | |||||||||
Amendment Credit Agreement with Wells Fargo Bank, N.A. [Member] | ||||||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 40,000,000 | |||||||||
Amendment Credit Agreement with Wells Fargo Bank, N.A. [Member] | iSystems Intermediate Holdco, Inc.(iSystems) [Member] | ||||||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | ||||||||||
Proceeds from Lines of Credit | 32,000,000 | |||||||||
Amendment Credit Agreement with Wells Fargo Bank, N.A. [Member] | Compass HRM, Inc. (Compass) [Member] | ||||||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | ||||||||||
Proceeds from Lines of Credit | $ 4,500,000 | |||||||||
Minimum [Member] | Customer Relationships [Member] | TelePayroll, Pay Systems and Savers Admin [Member] | ||||||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | ||||||||||
Discount Rate used to Value Intangible Assets | 14.50% | |||||||||
Minimum [Member] | Trade Names [Member] | CPI, PMSI, PSNW, iSystems, Compass and ADS [Member] | ||||||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | ||||||||||
Royalty Rate used to Value Intangible Assets | 1.00% | |||||||||
Minimum [Member] | Customer Relationships and Developed Technology [Member] | CPI, PMSI, PSNW, iSystems, Compass and ADS [Member] | ||||||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | ||||||||||
Discount Rate used to Value Intangible Assets | 14.00% | |||||||||
Maximum [Member] | Customer Relationships [Member] | TelePayroll, Pay Systems and Savers Admin [Member] | ||||||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | ||||||||||
Discount Rate used to Value Intangible Assets | 31.00% | |||||||||
Maximum [Member] | Trade Names [Member] | CPI, PMSI, PSNW, iSystems, Compass and ADS [Member] | ||||||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | ||||||||||
Royalty Rate used to Value Intangible Assets | 1.70% | |||||||||
Maximum [Member] | Customer Relationships and Developed Technology [Member] | CPI, PMSI, PSNW, iSystems, Compass and ADS [Member] | ||||||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | ||||||||||
Discount Rate used to Value Intangible Assets | 17.00% |
NOTE 4 - ACQUISITIONS (Details
NOTE 4 - ACQUISITIONS (Details) - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed - USD ($) $ in Thousands | Mar. 31, 2018 | Jan. 31, 2018 | Dec. 31, 2017 |
NOTE 4 - ACQUISITIONS (Details) - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Line Items] | |||
Goodwill | $ 90,998 | $ 77,348 | |
TelePayroll Inc. ("TelePayroll") [Member] | |||
NOTE 4 - ACQUISITIONS (Details) - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Line Items] | |||
Cash & cash equivalents | 197 | ||
Accounts receivable | 9 | ||
Fixed assets | 10 | ||
Other assets | 91 | ||
Funds held for clients | 8,520 | ||
Goodwill | 4,428 | ||
Intangibles | 7,870 | ||
Total assets acquired | 21,125 | ||
Liabilities assumed | |||
Accounts payable | 55 | ||
Accrued other liabilities | 347 | ||
Deferred revenue | 356 | ||
Client fund obligations | 8,520 | ||
Total liabilities assumed | 9,278 | ||
Net assets acquired | 11,847 | ||
Pay Systems of America Inc. (Pay Systems) [Member] | |||
NOTE 4 - ACQUISITIONS (Details) - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Line Items] | |||
Cash & cash equivalents | 767 | ||
Accounts receivable | 54 | ||
Fixed assets | 121 | ||
Other assets | 49 | ||
Funds held for clients | 10,976 | ||
Goodwill | 8,273 | ||
Intangibles | 7,240 | ||
Total assets acquired | 27,480 | ||
Liabilities assumed | |||
Accounts payable | 107 | ||
Accrued other liabilities | 951 | ||
Deferred revenue | 0 | ||
Client fund obligations | 10,976 | ||
Total liabilities assumed | 12,034 | ||
Net assets acquired | 15,446 | ||
Savers Administrative Services Inc. (Savers Admin) [Member] | |||
NOTE 4 - ACQUISITIONS (Details) - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Line Items] | |||
Cash & cash equivalents | 160 | ||
Accounts receivable | 67 | ||
Fixed assets | 0 | ||
Other assets | 12 | ||
Funds held for clients | 5,525 | ||
Goodwill | 865 | ||
Intangibles | 1,870 | ||
Total assets acquired | 8,499 | ||
Liabilities assumed | |||
Accounts payable | 45 | ||
Accrued other liabilities | 94 | ||
Deferred revenue | 0 | ||
Client fund obligations | 5,525 | ||
Total liabilities assumed | 5,664 | ||
Net assets acquired | 2,835 | ||
TelePayroll, Pay Systems and Savers Admin [Member] | |||
NOTE 4 - ACQUISITIONS (Details) - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Line Items] | |||
Cash & cash equivalents | 1,124 | ||
Accounts receivable | 130 | ||
Fixed assets | 131 | ||
Other assets | 152 | ||
Funds held for clients | 25,021 | ||
Goodwill | 13,566 | ||
Intangibles | 16,980 | $ 16,980 | |
Total assets acquired | 57,104 | ||
Liabilities assumed | |||
Accounts payable | 207 | ||
Accrued other liabilities | 1,392 | ||
Deferred revenue | 356 | ||
Client fund obligations | 25,021 | ||
Total liabilities assumed | 26,976 | ||
Net assets acquired | $ 30,128 | ||
Corporate Payroll, Inc ("CPI") [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 | 2,295 | ||
Intangibles | 2,646 | ||
Total assets acquired | 5,566 | ||
Liabilities assumed | |||
Accounts payable | 19 | ||
Accrued other liabilities | 197 | ||
Deferred revenue | 370 | ||
Client fund obligations | 0 | ||
Total liabilities assumed | 586 | ||
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 | 42,330 | ||
Intangibles | 15,070 | ||
Total assets acquired | 60,142 | ||
Liabilities assumed | |||
Accounts payable | 392 | ||
Accrued other liabilities | 868 | ||
Deferred revenue | 1,073 | ||
Client fund obligations | 0 | ||
Total liabilities assumed | 2,333 | ||
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 | 2,023 | ||
Intangibles | 3,470 | ||
Total assets acquired | 6,012 | ||
Liabilities assumed | |||
Accounts payable | 65 | ||
Accrued other liabilities | 45 | ||
Deferred revenue | 0 | ||
Client fund obligations | 0 | ||
Total liabilities assumed | 110 | ||
Net assets acquired | 5,902 | ||
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 | 1,474 | ||
Intangibles | 1,780 | ||
Total assets acquired | 8,474 | ||
Liabilities assumed | |||
Accounts payable | 18 | ||
Accrued other liabilities | 30 | ||
Deferred revenue | 0 | ||
Client fund obligations | 5,091 | ||
Total liabilities assumed | 5,139 | ||
Net assets acquired | 3,335 | ||
CPI, PMSI, PSNW, iSystems, Compass and ADS [Member] | |||
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 | 14,194 | ||
Goodwill | 50,891 | ||
Intangibles | 26,408 | ||
Total assets acquired | 95,844 | ||
Liabilities assumed | |||
Accounts payable | 573 | ||
Accrued other liabilities | 1,180 | ||
Deferred revenue | 1,443 | ||
Client fund obligations | 14,139 | ||
Total liabilities assumed | 17,335 | ||
Net assets acquired | $ 78,509 |
NOTE 4 - ACQUISITIONS (Detai30
NOTE 4 - ACQUISITIONS (Details) - Schedule of Business Acquisitions, by Acquisition - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Oct. 31, 2017 | May 31, 2017 | Mar. 31, 2018 | Dec. 31, 2017 | |
TelePayroll Inc. ("TelePayroll") [Member] | ||||
Business Acquisition [Line Items] | ||||
Purchase price | $ 12,000 | |||
Working capital adjustment | 36 | |||
Adjustment to fair value of Asure’s stock issued | (7) | |||
Debt discount | (182) | |||
Fair value of net assets acquired | 11,847 | |||
Pay Systems of America Inc. (Pay Systems) [Member] | ||||
Business Acquisition [Line Items] | ||||
Purchase price | 15,724 | |||
Working capital adjustment | (217) | |||
Adjustment to fair value of Asure’s stock issued | 0 | |||
Debt discount | (61) | |||
Fair value of net assets acquired | 15,446 | |||
Savers Administrative Services Inc. (Savers Admin) [Member] | ||||
Business Acquisition [Line Items] | ||||
Purchase price | 2,850 | |||
Working capital adjustment | 38 | |||
Adjustment to fair value of Asure’s stock issued | 0 | |||
Debt discount | (53) | |||
Fair value of net assets acquired | 2,835 | |||
TelePayroll, Pay Systems and Savers Admin [Member] | ||||
Business Acquisition [Line Items] | ||||
Purchase price | 30,574 | |||
Working capital adjustment | (143) | |||
Adjustment to fair value of Asure’s stock issued | (7) | |||
Debt discount | (296) | |||
Fair value of net assets acquired | $ 30,128 | |||
Corporate Payroll, Inc ("CPI") [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 | 55 | |||
Adjustment to fair value of Asure’s stock issued | 0 | |||
Debt discount | (153) | |||
Fair value of net assets acquired | 5,902 | |||
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 | |||
CPI, PMSI, PSNW, iSystems, Compass and ADS [Member] | ||||
Business Acquisition [Line Items] | ||||
Purchase price | 76,010 | |||
Working capital adjustment | 299 | |||
Adjustment to fair value of Asure’s stock issued | 2,854 | |||
Debt discount | (654) | |||
Fair value of net assets acquired | $ 78,509 |
NOTE 4 - ACQUISITIONS (Detai31
NOTE 4 - ACQUISITIONS (Details) - Schedule of Business Acquisition, Pro Forma Information - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Schedule of Business Acquisition, Pro Forma Information [Abstract] | ||
Revenues (in Dollars) | $ 19,304 | $ 18,766 |
Net income (loss) (in Dollars) | $ (1,251) | $ (2,381) |
Basic and diluted | $ (0.10) | $ (0.23) |
Basic | 12,583 | 10,403 |
Diluted | $ 12,583 | $ 10,403 |
NOTE 5 - GOODWILL AND OTHER I32
NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS (Details) [Line Items] | ||
Finite-Lived Intangible Assets, Amortization Method | straight-line method | |
Amortization of Intangible Assets | $ 1,597,000 | $ 847,000 |
Cost, Amortization | $ 297 | $ 106,000 |
Minimum [Member] | ||
NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS (Details) [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 1 year | |
Maximum [Member] | ||
NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS (Details) [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 9 years |
NOTE 5 - GOODWILL AND OTHER I33
NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS (Details) - Schedule of Goodwill $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Schedule of Goodwill [Abstract] | |
Goodwill, Balance | $ 77,348 |
Goodwill recognized upon acquisitions | 13,566 |
Adjustment to Goodwill associated with acquisition of Mangrove | 81 |
Foreign exchange adjustment to goodwill | 3 |
Goodwill, Balance | $ 90,998 |
NOTE 5 - GOODWILL AND OTHER I34
NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS (Details) - Schedule of Intangible Assets - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Asset, Weighted Average Amortization Period | 8 years 328 days | 8 years 292 days |
Intangible Asset, Gross | $ 70,461 | $ 53,481 |
Intangible Asset, Accumulated Amortization | (21,796) | (19,927) |
Intangible Asset, Net | $ 48,665 | $ 33,554 |
Developed Technology Rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Asset, Weighted Average Amortization Period | 6 years 255 days | 6 years 255 days |
Intangible Asset, Gross | $ 11,925 | $ 11,925 |
Intangible Asset, Accumulated Amortization | (5,446) | (5,010) |
Intangible Asset, Net | $ 6,479 | $ 6,915 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Asset, Weighted Average Amortization Period | 9 years 146 days | 9 years 6 months |
Intangible Asset, Gross | $ 52,896 | $ 37,096 |
Intangible Asset, Accumulated Amortization | (14,394) | (13,142) |
Intangible Asset, Net | $ 38,502 | $ 23,954 |
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 | (792) | (761) |
Intangible Asset, Net | $ 61 | $ 92 |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Asset, Weighted Average Amortization Period | 11 years 146 days | 10 years 146 days |
Intangible Asset, Gross | $ 3,765 | $ 2,915 |
Intangible Asset, Accumulated Amortization | (953) | (884) |
Intangible Asset, Net | $ 2,812 | $ 2,031 |
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Asset, Weighted Average Amortization Period | 5 years 36 days | 6 years 36 days |
Intangible Asset, Gross | $ 1,022 | $ 692 |
Intangible Asset, Accumulated Amortization | (211) | (130) |
Intangible Asset, Net | $ 811 | $ 562 |
NOTE 5 - GOODWILL AND OTHER I35
NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS (Details) - Schedule of Expected Amortization Expense $ in Thousands | Mar. 31, 2018USD ($) |
Schedule of Expected Amortization Expense [Abstract] | |
2018 (April to December) | $ 5,542 |
2,019 | 6,697 |
2,020 | 5,862 |
2,021 | 5,420 |
2,022 | 5,328 |
2,023 | 4,496 |
Thereafter | 15,320 |
$ 48,665 |
NOTE 6 - NOTES PAYABLE (Details
NOTE 6 - NOTES PAYABLE (Details) - USD ($) | Mar. 29, 2018 | Jan. 01, 2017 | Mar. 31, 2018 | Jan. 31, 2018 | Oct. 31, 2017 | May 31, 2017 | Jan. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2014 | Mar. 31, 2018 | Dec. 31, 2017 | May 30, 2017 | Mar. 31, 2017 |
Personnel Management Systems, Inc ("PMSI") [Member] | |||||||||||||
NOTE 6 - NOTES PAYABLE (Details) [Line Items] | |||||||||||||
Payments to Acquire Businesses, Gross | $ 3,875,000 | $ 3,875,000 | |||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 1,125,000 | $ 1,125,000 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | 2.00% | |||||||||||
Debt Instrument, Maturity Date | Apr. 30, 2018 | Apr. 30, 2018 | |||||||||||
Corporate Payroll, Inc ("CPI") [Member] | |||||||||||||
NOTE 6 - NOTES PAYABLE (Details) [Line Items] | |||||||||||||
Payments to Acquire Businesses, Gross | $ 1,500,000 | $ 1,500,000 | |||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 500,000 | $ 500,000 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | 0.00% | |||||||||||
Debt Instrument, Maturity Date | Apr. 30, 2018 | Apr. 30, 2018 | |||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares) | 112,166 | 112,166 | |||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 1,000,000 | $ 1,000,000 | |||||||||||
Payroll Specialities NW ("PSNW") [Member] | |||||||||||||
NOTE 6 - NOTES PAYABLE (Details) [Line Items] | |||||||||||||
Payments to Acquire Businesses, Gross | 3,010,000 | 3,010,000 | |||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 600,000 | $ 600,000 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | 2.00% | |||||||||||
Debt Instrument, Maturity Date | Apr. 30, 2018 | Apr. 30, 2018 | |||||||||||
Notes Payable | $ 600,000 | $ 600,000 | |||||||||||
iSystems Intermediate Holdco, Inc.(iSystems) [Member] | |||||||||||||
NOTE 6 - NOTES PAYABLE (Details) [Line Items] | |||||||||||||
Payments to Acquire Businesses, Gross | $ 32,000,000 | ||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 5,000,000 | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.50% | ||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares) | 1,526,332 | ||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 18,000,000 | ||||||||||||
Equity Method Investment, Ownership Percentage | 100.00% | ||||||||||||
Stock Issued During Period, Shares, Acquisitions (in Shares) | 1,526,332 | ||||||||||||
Stock Issued During Period, Value, Acquisitions | $ 18,000,000 | ||||||||||||
Debt Instrument, Frequency of Periodic Payment | two installments | ||||||||||||
Debt Instrument, Periodic Payment | $ 2,500,000 | ||||||||||||
Debt Instrument, Payment Terms | two | ||||||||||||
Compass HRM, Inc. (Compass) [Member] | |||||||||||||
NOTE 6 - NOTES PAYABLE (Details) [Line Items] | |||||||||||||
Payments to Acquire Businesses, Gross | $ 4,500,000 | ||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 1,500,000 | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | ||||||||||||
Notes Payable | 1,474,000 | $ 1,474,000 | |||||||||||
Equity Method Investment, Ownership Percentage | 100.00% | ||||||||||||
Debt Instrument, Frequency of Periodic Payment | five annual installments | five (5) annual installments | |||||||||||
Debt Instrument, Periodic Payment | 295,000 | $ 300,000 | |||||||||||
Debt Instrument, Face Amount | $ 1,474,000 | $ 1,474,000 | |||||||||||
Debt Instrument, Payment Terms | revised Compass Note is now payable in five annual installments of $295 on the anniversary of the closing date, subject to adjustment | payable in five annual installments of $300 on the anniversary of the closing date, subject to adjustment | |||||||||||
Associated Data Services ("ADS") [Member] | |||||||||||||
NOTE 6 - NOTES PAYABLE (Details) [Line Items] | |||||||||||||
Payments to Acquire Businesses, Gross | $ 1,778,000 | $ 1,778,000 | |||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 1,122,000 | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | ||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares) | 44,624 | 44,624 | |||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 528,200,000 | $ 400,000 | |||||||||||
Equity Method Investment, Ownership Percentage | 100.00% | ||||||||||||
Debt Instrument, Face Amount | $ 0.020 | ||||||||||||
Debt Instrument, Payment Terms | payable in two annual installments of $370 and $752 plus accrued interest, on October 1, 2018 and October 1, 2019, respectively , subject to adjustment | ||||||||||||
TelePayroll Inc. ("TelePayroll") [Member] | |||||||||||||
NOTE 6 - NOTES PAYABLE (Details) [Line Items] | |||||||||||||
Payments to Acquire Businesses, Gross | $ 9,000,000 | 9,000,000 | |||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 1,800,000 | $ 1,800,000 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | 2.00% | 2.00% | ||||||||||
Debt Instrument, Maturity Date | Jan. 1, 2020 | Jan. 1, 2020 | |||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares) | 91,848 | 91,848 | |||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 1,200,000 | $ 1,200,000 | $ 1,200,000 | ||||||||||
Equity Method Investment, Ownership Percentage | 100.00% | ||||||||||||
Savers Administrative Services Inc. (Savers Admin) [Member] | |||||||||||||
NOTE 6 - NOTES PAYABLE (Details) [Line Items] | |||||||||||||
Payments to Acquire Businesses, Gross | $ 2,280,000 | 2,280,000 | |||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 570,000 | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | 2.00% | 2.00% | ||||||||||
Debt Instrument, Maturity Date | Jan. 1, 2020 | Jan. 1, 2020 | |||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 570,000 | ||||||||||||
Equity Method Investment, Ownership Percentage | 100.00% | 100.00% | |||||||||||
Pay Systems of America Inc. (Pay Systems) [Member] | |||||||||||||
NOTE 6 - NOTES PAYABLE (Details) [Line Items] | |||||||||||||
Payments to Acquire Businesses, Gross | 14,152,000 | $ 14,152,000 | |||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 1,572,000 | $ 1,572,000 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | 2.00% | 2.00% | ||||||||||
Equity Method Investment, Ownership Percentage | 100.00% | 100.00% | |||||||||||
Debt Instrument, Frequency of Periodic Payment | two annual installments | ||||||||||||
Debt Instrument, Periodic Payment | $ 786,000 | ||||||||||||
Debt Instrument, Payment Terms | payable in two installments – one-half, plus accrued interest, on July 1, 2018 and the remaining principal balance and accrued interest on January 1, 2019 | ||||||||||||
Wells Fargo Bank, N.A. [Member] | Line of Credit [Member] | |||||||||||||
NOTE 6 - NOTES PAYABLE (Details) [Line Items] | |||||||||||||
Debt Instrument, Debt Default, Description of Violation or Event of Default | The Credit Agreement contains customary events of default, including, among others, payment defaults, covenant defaults, judgment defaults, bankruptcy and insolvency events, cross defaults to certain indebtedness, incorrect representations or warranties, and change of control. | ||||||||||||
Debt Instrument, Collateral | Under the Guaranty and Security Agreement, we and each of our wholly-owned active subsidiaries have guaranteed all obligations under the Credit Agreement and granted a security interest in substantially all of our and our subsidiaries’ assets. | ||||||||||||
Amendment Credit Agreement with Wells Fargo Bank, N.A. [Member] | |||||||||||||
NOTE 6 - NOTES PAYABLE (Details) [Line Items] | |||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 40,000,000 | ||||||||||||
First Out Loan Obligation [Member] | |||||||||||||
NOTE 6 - NOTES PAYABLE (Details) [Line Items] | |||||||||||||
Debt Instrument, Face Amount | $ 35,000 | 35,000 | |||||||||||
Last Out Loan Obligation [Member] | |||||||||||||
NOTE 6 - NOTES PAYABLE (Details) [Line Items] | |||||||||||||
Debt Instrument, Face Amount | $ 35,000 | $ 35,000 | |||||||||||
Notes Payable to Banks [Member] | Wells Fargo Bank, N.A. [Member] | |||||||||||||
NOTE 6 - NOTES PAYABLE (Details) [Line Items] | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.55% | 5.55% | |||||||||||
Debt Instrument, Maturity Date | May 25, 2022 | ||||||||||||
Debt Instrument, Face Amount | $ 15,000,000 | ||||||||||||
Debt Instrument, Maturity Date, Description | March 2,019 | ||||||||||||
Debt Instrument, Payment Terms | The outstanding principal amount of the term loans is payable as follows:·$263 beginning on June 30, 2018 and the last day of each fiscal quarter thereafter up to March 31, 2020, plus an additional amount equal to 0.25% of the principal amount of all delayed draw term loans;·$656 beginning on June 30, 2020 and the last day of each fiscal quarter thereafter up to March 31, 2021, plus an additional amount equal to 0.625% of the principal amount of all delayed draw term loans; and·$1,313 beginning on June 30, 2021 and the last day of each fiscal quarter thereafter, plus an additional amount equal to 1.25% of the principal amount of all delayed draw term loans. | ||||||||||||
Debt Instrument, Covenant Description | ·amends our leverage ratio covenant to increase the maximum ratio to  6.50:1 at March 31, 2018 and June 30, 2018, 6.00:1 at September 30, 2018 and December 31, 2018 and then stepping down each quarter-end thereafter;·amends our fixed charge coverage ratio to be not less than 1.25:1at March 31, 2018 and each quarter-end thereafter; and·removes the TTM recurring revenue covenant. | ||||||||||||
Line of Credit [Member] | Wells Fargo Bank, N.A. [Member] | |||||||||||||
NOTE 6 - NOTES PAYABLE (Details) [Line Items] | |||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 29,188 | $ 3,000,000 | $ 32,714,000 | ||||||||||
Line of Credit Facility, Interest Rate Description | 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. | ||||||||||||
Long-term Line of Credit | $ 2,379,000 | $ 2,379,000 | $ 0 | ||||||||||
Line of Credit Facility, Remaining Borrowing Capacity | 2,621,000 | 2,621,000 | |||||||||||
Line of Credit [Member] | Wells Fargo Bank, N.A. [Member] | Letter of Credit [Member] | |||||||||||||
NOTE 6 - NOTES PAYABLE (Details) [Line Items] | |||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 10,000,000 | ||||||||||||
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 | $ 5,000,000 | ||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 75,000,000 | ||||||||||||
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 | ||||||||||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 2,621 | $ 2,621 | $ 5,000,000 | ||||||||||
Debt Instrument, Covenant Compliance | As of March 31, 2018, 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] | Second Amended and Restated Credit Agreement with Wells Fargo Bank, N.A. [Member] | |||||||||||||
NOTE 6 - NOTES PAYABLE (Details) [Line Items] | |||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 175,000,000 | ||||||||||||
Debt Instrument, Increase (Decrease) for Period, Description | (a) $105,000 in the aggregate principal amount of term loans, an increase of approximately $36,750; (b) a $5,000 line of credit, (c) a $25,000 delayed draw term loan commitment for the financing of permitted acquisitions, which is a new financing option for us; and (d) a $40,000 accordion, an increase of $30,000. The accordion allows us to increase the amount of financing we receive from our lenders at our option. Financing under the delayed draw term loan commitment and accordion are subject to certain conditions as described in the Second Restated Credit Agreement. |
NOTE 6 - NOTES PAYABLE (Detail
NOTE 6 - NOTES PAYABLE (Details) - Schedule of Debt - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
NOTE 6 - NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | ||
Balance | $ 118,763 | $ 78,097 |
Short-term notes payable | 8,012 | 8,895 |
Long-term notes payable | $ 110,751 | 69,202 |
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 | 1,125 |
Notes Payable, Other Payables [Member] | Corporate Payroll, Inc ("CPI") [Member] | ||
NOTE 6 - NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | ||
Maturity | Apr. 30, 2018 | |
Stated Interest Rate | 0.00% | |
Balance | $ 500 | 500 |
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 | 600 |
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 | 5,000 |
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 | $ 1,474 | 1,500 |
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 | 1,122 |
Notes Payable, Other Payables [Member] | TelePayroll Inc. ("TelePayroll") [Member] | ||
NOTE 6 - NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | ||
Maturity | Jan. 1, 2020 | |
Stated Interest Rate | 2.00% | |
Balance | $ 1,800 | |
Notes Payable, Other Payables [Member] | Savers Administrative Services Inc. (Savers Admin) [Member] | ||
NOTE 6 - NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | ||
Maturity | Jan. 1, 2020 | |
Stated Interest Rate | 2.00% | |
Balance | $ 570 | |
Notes Payable, Other Payables [Member] | Pay Systems of America Inc. (Pay Systems) [Member] | ||
NOTE 6 - NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | ||
Maturity | Jan. 1, 2019 | |
Stated Interest Rate | 2.00% | |
Balance | $ 1,572 | |
Notes Payable to Banks [Member] | Wells Fargo Syndicated Partner [Member] | ||
NOTE 6 - NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | ||
Maturity | May 25, 2022 | |
Stated Interest Rate | 10.55% | |
Balance | $ 52,500 | 34,125 |
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 | |
Stated Interest Rate | 5.55% | |
Balance | $ 52,500 | $ 34,125 |
NOTE 6 - NOTES PAYABLE (Deta38
NOTE 6 - NOTES PAYABLE (Details) - Schedule of Debt And Debt Issuance Costs - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Schedule of Debt And Debt Issuance Costs [Abstract] | ||
Notes payable, current portion | $ 8,012 | $ 8,895 |
Notes payable, current portion | (196) | 0 |
Notes payable, current portion | 7,816 | 8,895 |
Notes payable, net of current portion | 110,751 | 69,202 |
Notes payable, net of current portion | (3,979) | (2,229) |
Notes payable, net of current portion | 106,772 | 66,973 |
Total Notes Payable | 118,763 | 78,097 |
Total Notes Payable | (4,175) | (2,229) |
Total Notes Payable | $ 114,588 | $ 75,868 |
NOTE 6 - NOTES PAYABLE (Deta39
NOTE 6 - NOTES PAYABLE (Details) - Schedule of Maturities of Long-term Debt - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Schedule of Maturities of Long-term Debt [Abstract] | ||
December 31, 2018 (April to December) | $ 6,963 | |
December 31, 2019 | 5,383 | |
December 31, 2020 | 4,896 | |
December 31, 2021 | 4,889 | |
December 31, 2022 | 96,632 | |
Gross Notes Payable | $ 118,763 | $ 78,097 |
NOTE 6 - NOTES PAYABLE (Deta40
NOTE 6 - NOTES PAYABLE (Details) - Schedule of Applicable Margin Rates - Amendment Credit Agreement with Wells Fargo Bank, N.A. [Member] | 3 Months Ended |
Mar. 31, 2018 | |
First Out Revolver Base Rate Margin [Member] | Less Than 3.25:1 [Member] | |
Debt Instrument [Line Items] | |
Rate Margin | 4.25% |
First Out Revolver Base Rate Margin [Member] | More Than 3.25:1 [Member] | |
Debt Instrument [Line Items] | |
Rate Margin | 4.75% |
First Out Revolver LIBOR Rate Margin [Member] | Less Than 3.25:1 [Member] | |
Debt Instrument [Line Items] | |
Rate Margin | 5.25% |
First Out Revolver LIBOR Rate Margin [Member] | More Than 3.25:1 [Member] | |
Debt Instrument [Line Items] | |
Rate Margin | 5.75% |
First Out TL Base Rate Margin [Member] | Less Than 3.25:1 [Member] | |
Debt Instrument [Line Items] | |
Rate Margin | 1.75% |
First Out TL Base Rate Margin [Member] | More Than 3.25:1 [Member] | |
Debt Instrument [Line Items] | |
Rate Margin | 2.25% |
First Out TL LIBOR Rate Margin [Member] | Less Than 3.25:1 [Member] | |
Debt Instrument [Line Items] | |
Rate Margin | 2.75% |
First Out TL LIBOR Rate Margin [Member] | More Than 3.25:1 [Member] | |
Debt Instrument [Line Items] | |
Rate Margin | 3.25% |
Last Out Base Rate Margin [Member] | Less Than 3.25:1 [Member] | |
Debt Instrument [Line Items] | |
Rate Margin | 6.75% |
Last Out Base Rate Margin [Member] | More Than 3.25:1 [Member] | |
Debt Instrument [Line Items] | |
Rate Margin | 7.25% |
Last Out LIBOR Rate Margin [Member] | Less Than 3.25:1 [Member] | |
Debt Instrument [Line Items] | |
Rate Margin | 7.75% |
Last Out LIBOR Rate Margin [Member] | More Than 3.25:1 [Member] | |
Debt Instrument [Line Items] | |
Rate Margin | 8.25% |
NOTE 7 - Contracts with Custo41
NOTE 7 - Contracts with Customers (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Revenue from Contract with Customer [Abstract] | ||
Contract with Customer, Asset, Accumulated Allowance for Credit Loss | $ 465 | $ 425 |
Contract with Customer, Asset, Net | 12,646 | 12,032 |
Deferred Sales Commission | 2,333 | $ 636 |
Amortization of Deferred Sales Commissions | 284 | |
Deferred Revenue | 4,705 | |
Revenue, Remaining Performance Obligation, Amount | $ 27,300 | |
Revenue, Remaining Performance Obligation, Percentage | 70.00% | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 12 months |
NOTE 8 - SHARE BASED COMPENSA42
NOTE 8 - SHARE BASED COMPENSATION (Details) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2018USD ($)shares | Mar. 31, 2017USD ($) | Jun. 30, 2017shares | May 31, 2017shares | |
NOTE 8 - SHARE BASED COMPENSATION (Details) [Line Items] | ||||
Share-based Compensation | $ | $ 194 | $ 54 | ||
2009 Equity Plan [Member] | ||||
NOTE 8 - SHARE BASED COMPENSATION (Details) [Line Items] | ||||
Active Equity Plans | 1 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,700,000 | 1,400,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 1,009,996 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 17,275 | |||
2009 Equity Plan [Member] | Minimum [Member] | ||||
NOTE 8 - SHARE BASED COMPENSATION (Details) [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 5 years | |||
2009 Equity Plan [Member] | Maximum [Member] | ||||
NOTE 8 - SHARE BASED COMPENSATION (Details) [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | |||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |||
2018 Plan [Member] | ||||
NOTE 8 - SHARE BASED COMPENSATION (Details) [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Description | equal to the sum of (i) 750,000 shares, and (ii) any shares subject to issued and outstanding awards under the 2009 Plan as of the effective date of the 2018 Plan that expire, are cancelled or otherwise terminate following the effective date of the 2018 Plan |
NOTE 9 - OTHER COMPREHENSIVE 43
NOTE 9 - OTHER COMPREHENSIVE LOSS (Details) - Schedule of Accumulated Other Comprehensive Income (Loss) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Schedule of Accumulated Other Comprehensive Income (Loss) [Abstract] | |
Beginning balance, December 31, 2017 | $ (63) |
Beginning balance, December 31, 2017 | (63) |
Other comprehensive loss before reclassifications | 3 |
Other comprehensive loss before reclassifications | 3 |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 |
Net current-period other comprehensive loss | 3 |
Net current-period other comprehensive loss | 3 |
Ending balance, March 31, 2018 | (60) |
Ending balance, March 31, 2018 | $ (60) |
NOTE 9 - OTHER COMPREHENSIVE 44
NOTE 9 - OTHER COMPREHENSIVE LOSS (Details) - Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Comprehensive Income (Loss) [Abstract] | ||
Foreign currency translation adjustments | $ 3 | |
Foreign currency translation adjustments | 0 | |
Foreign currency translation adjustments | 3 | $ (34) |
Other comprehensive loss | 3 | |
Other comprehensive loss | 0 | |
Other comprehensive loss | $ 3 |
NOTE 10 - NET LOSS PER SHARE (D
NOTE 10 - NET LOSS PER SHARE (Details) - shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Earnings Per Share [Abstract] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,010,000 | 609,000 |
NOTE 10 - NET LOSS PER SHARE 46
NOTE 10 - NET LOSS PER SHARE (Details) - Components of Earnings Per Share, Basic and Diluted - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Components of Earnings Per Share, Basic and Diluted [Abstract] | ||
Net loss | $ (1,925) | $ (1,059) |
Weighted-average shares of common stock outstanding | 12,583,000 | 8,628,000 |
Basic and diluted net loss per share | $ (0.15) | $ (0.12) |
NOTE 11 - SUBSEQUENT EVENTS (De
NOTE 11 - SUBSEQUENT EVENTS (Details) £ in Thousands, $ in Thousands | Apr. 09, 2018USD ($) | Apr. 09, 2018GBP (£) | Apr. 02, 2018USD ($) | Apr. 01, 2018USD ($) | Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Apr. 09, 2018GBP (£) |
NOTE 11 - SUBSEQUENT EVENTS (Details) [Line Items] | |||||||
Proceeds from Lines of Credit | $ 2,379 | $ 0 | |||||
Subsequent Event [Member] | |||||||
NOTE 11 - SUBSEQUENT EVENTS (Details) [Line Items] | |||||||
Aggregate Value of Common Stock and Other Securities Registered for Sale | $ 175,000 | ||||||
Value of Unsold Securities on Current Effective Registration Statements | $ 60,000 | ||||||
Subsequent Event [Member] | Austin AR, LLC [Member] | |||||||
NOTE 11 - SUBSEQUENT EVENTS (Details) [Line Items] | |||||||
Payments to Acquire Businesses, Gross | $ 3,100 | ||||||
Subsequent Event [Member] | Occupeye Limited [Member] | |||||||
NOTE 11 - SUBSEQUENT EVENTS (Details) [Line Items] | |||||||
Debt Instrument, Face Amount | $ 700 | £ 500 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | 2.00% | |||||
Payments to Acquire Businesses, Gross | $ 6,400 | £ 4,500 | |||||
Business Combination, Consideration Transferred | $ 7,100 | £ 5,000 | |||||
Debt Instrument, Maturity Date | Apr. 1, 2020 | Apr. 1, 2020 | |||||
Proceeds from Lines of Credit | $ 6,400 | ||||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 36,750 | ||||||
Subsequent Event [Member] | Customer Contracts [Member] | |||||||
NOTE 11 - SUBSEQUENT EVENTS (Details) [Line Items] | |||||||
Finite-lived Intangible Assets Acquired | 10,450 | ||||||
Payments to Acquire Intangible Assets | 10,000 | ||||||
Debt Instrument, Face Amount | $ 450 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | ||||||
Subsequent Event, Description | To finance this transaction, we used approximately $10,000 of the additional $36,750 term loan under our Second Restated Credit Agreement. |