Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 07, 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 | 15,224,384 | |
Amendment Flag | false | |
Entity Central Index Key | 884,144 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 19,194 | $ 27,792 |
Accounts receivable, net of allowance for doubtful accounts of $706 and $425 at September 30, 2018 and December 31, 2017, respectively | 18,824 | 13,361 |
Inventory | 1,265 | 509 |
Prepaid expenses and other current assets | 4,518 | 2,588 |
Total current assets before funds held for clients | 43,801 | 44,250 |
Funds held for clients | 71,176 | 42,328 |
Total current assets | 114,977 | 86,578 |
Property and equipment, net | 7,830 | 5,217 |
Goodwill | 107,557 | 77,348 |
Intangible assets, net | 75,823 | 33,554 |
Other assets | 3,453 | 614 |
Total assets | 309,640 | 203,311 |
Current liabilities: | ||
Current portion of notes payable | 4,502 | 8,895 |
Accounts payable | 4,025 | 1,912 |
Accrued compensation and benefits | 2,551 | 2,477 |
Other accrued liabilities | 2,246 | 862 |
Deferred revenue | 12,110 | 13,078 |
Total current liabilities before client fund obligations | 25,434 | 27,224 |
Client fund obligations | 71,699 | 42,328 |
Total current liabilities | 97,133 | 69,552 |
Long-term liabilities: | ||
Deferred revenue | 998 | 1,125 |
Deferred tax liability | 2,198 | 1,070 |
Notes payable, net of current portion and debt issuance cost | 108,566 | 66,973 |
Other liabilities | 953 | 817 |
Total long-term liabilities | 112,715 | 69,985 |
Total liabilities | 209,848 | 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 shares authorized; 15,609 and 12,876 shares issued, 15,224 and 12,492 shares outstanding at September 30, 2018 and December 31, 2017, respectively | 156 | 129 |
Treasury stock at cost, 384 shares at September 30, 2018 and December 31, 2017 | (5,017) | (5,017) |
Additional paid-in capital | 390,834 | 346,322 |
Accumulated deficit | (285,372) | (277,597) |
Accumulated other comprehensive loss | (809) | (63) |
Total stockholders’ equity | 99,792 | 63,774 |
Total liabilities and stockholders’ equity | $ 309,640 | $ 203,311 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) shares in Thousands, $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Allowance for doubtful accounts (in Dollars) | $ 706 | $ 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 | 22,000 |
Common stock, shares issued | 15,609 | 12,876 |
Common stock, shares outstanding | 15,224 | 12,492 |
Treasury stock, shares | 384 | 384 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenue: | ||||
Revenues | $ 23,458 | $ 15,527 | $ 64,529 | $ 39,134 |
Cost of sales | 8,471 | 3,396 | 21,248 | 8,660 |
Gross margin | 14,987 | 12,131 | 43,281 | 30,474 |
Operating expenses | ||||
Selling, general and administrative | 11,052 | 9,459 | 33,394 | 25,286 |
Research and development | 3,514 | 883 | 6,495 | 2,488 |
Amortization of intangible assets | 2,447 | 1,341 | 6,038 | 3,230 |
Total operating expenses | 17,013 | 11,683 | 45,927 | 31,004 |
Income (Loss) from operations | (2,026) | 448 | (2,646) | (530) |
Other income (loss) | ||||
Interest expense and other | (2,350) | (1,644) | (6,832) | (3,279) |
Other income | 489 | 0 | 489 | 0 |
Total other loss, net | (1,861) | (1,644) | (6,343) | (3,279) |
Income (loss) from operations before income taxes | (3,887) | (1,196) | (8,989) | (3,809) |
Income tax provision | 303 | (85) | (288) | (368) |
Net income (loss) | (3,584) | (1,281) | (9,277) | (4,177) |
Other comprehensive income (loss) | ||||
Foreign currency gain (loss) | (211) | (6) | (645) | (63) |
Unrealized net losses | (101) | 0 | (101) | 0 |
Other comprehensive income (loss) | $ (3,896) | $ (1,287) | $ (10,023) | $ (4,240) |
Basic and diluted net income (loss) per share | ||||
Basic (in Dollars per share) | $ (0.24) | $ (0.10) | $ (0.68) | $ (0.40) |
Diluted (in Dollars per share) | $ (0.24) | $ (0.10) | $ (0.68) | $ (0.40) |
Weighted average basic and diluted shares | ||||
Basic (in Shares) | 15,223,000 | 12,418,000 | 13,591,000 | 10,355,000 |
Diluted (in Shares) | 15,223,000 | 12,418,000 | 13,591,000 | 10,355,000 |
Cloud Revenue [Member] | ||||
Revenue: | ||||
Revenues | $ 18,390 | $ 11,062 | $ 51,149 | $ 27,724 |
Hardware Revenue [Member] | ||||
Revenue: | ||||
Revenues | 1,457 | 1,003 | 3,612 | 3,651 |
Maintenance Revenue [Member] | ||||
Revenue: | ||||
Revenues | 1,264 | 1,777 | 3,985 | 4,325 |
Professional Services Revenue [Member] | ||||
Revenue: | ||||
Revenues | $ 2,347 | $ 1,685 | $ 5,783 | $ 3,434 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (9,277,000) | $ (4,177,000) |
Adjustments to reconcile net loss to net cash provided by (used in) operations: | ||
Depreciation and amortization | 9,599,000 | 4,344,000 |
Provision for doubtful accounts | 496,000 | 320,000 |
Share-based compensation | 887,000 | 363,000 |
Release of contingent consideration | (489,000) | 0 |
Accounts receivable | (6,587,000) | (4,450,000) |
Inventory | (137,000) | (287,000) |
Prepaid expenses and other assets | (2,250,000) | (471,000) |
Accounts payable | 850,000 | (569,000) |
Accrued expenses and other long-term obligations | 678,000 | 881,000 |
Deferred revenue | 168,000 | 1,963,000 |
Net cash used in operating activities | (6,062,000) | (2,083,000) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisitions net of cash acquired | (66,366,000) | (45,472,000) |
Purchases of property and equipment | (1,503,000) | (942,000) |
Software capitalization costs | (2,536,000) | (804,000) |
Net change in funds held for clients | 16,617,000 | 8,867,000 |
Net cash used in investing activities | (53,788,000) | (38,351,000) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from notes payable | 36,750,000 | 45,777,000 |
Payments on notes payable | (5,772,000) | (8,098,000) |
Proceeds from revolving line of credit | 4,540,000 | 0 |
Payments on revolving line of credit | (4,540,000) | 0 |
Net proceeds from issuance of common stock | 39,156,000 | 27,820,000 |
Debt issuance cost | (1,693,000) | (1,433,000) |
Payments on capital leases | (124,000) | (131,000) |
Net change in client fund obligations | (16,937,000) | (8,812,000) |
Net cash provided by financing activities | 51,380,000 | 55,123,000 |
Effect of foreign exchange rates | (128,000) | 8,000 |
Net (decrease) increase in cash and cash equivalents | (8,598,000) | 14,697,000 |
Cash and cash equivalents at beginning of period | 27,792,000 | 12,767,000 |
Cash and cash equivalents at end of period | 19,194,000 | 27,464,000 |
Cash paid for: | ||
Interest | 5,605,000 | 2,180 |
Income taxes | 101,000 | 23,000 |
Non-cash Investing and Financing Activities: | ||
Subordinated notes payable –acquisitions | 7,592,000 | 8,165,000 |
Equity issued in connection with acquisitions | $ 4,493,000 | $ 21,825,000 |
NOTE 1 - THE COMPANY AND BASIS
NOTE 1 - THE COMPANY AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 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 enables clients worldwide to better manage their people and space in a mobile, digital, multi-generational, and global landscape. Asure’s offerings include a fully-integrated HCM platform, flexible benefits and compliance administration, Human Resources (“HR”) consulting, and time and labor management as well as a full suite of workspace management solutions for conference room scheduling, desk sharing programs, and real estate optimization. We develop, market, sell and support our offerings worldwide through our principal office in Austin, Texas and through additional offices in Alabama, Florida, Massachusetts, Michigan, Oregon, Vermont, Washington, and the United Kingdom. As a result of the 2018 acquisitions, we also have operations in California, Iowa, Tennessee, North Carolina, Georgia and New York. 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. Certain reclassifications were made to conform to the current period presentation in the condensed consolidated balance sheets. These reclassifications include a reclassification to the long-term deferred tax liability. In the opinion of management, these interim financial statements contain all adjustments, consisting of normal, recurring adjustments, necessary for a fair presentation of our financial position as of September 30, 2018, the results of operations for the three and nine months ended September 30, 2018 and September 30, 2017, and our cash flows for the nine months ended September 30, 2018 and September 30, 2017. These condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto filed with the Securities and Exchange Commission in our annual report on Form 10-K for the fiscal year ended December 31, 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 | 9 Months Ended |
Sep. 30, 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. INVESTMENTS AVAILABLE-FOR SALE Available-for-sale securities are carried at fair value, with the unrealized gains and losses reported in accumulated other comprehensive income (loss). The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. The amortization of premiums and accretion of discounts is included in interest income. Realized gains and losses and declines in value judged to be other-than-temporary, if any, on available-for-sale securities are included in other income (expense). The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as available-for-sale are included in interest income. LIQUIDITY In April 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. As of September 30, 2018, there is $133,438 remaining available under the shelf registration statement. In June 2018, we completed an underwritten public offering in which we sold an aggregate of 2,375,000 shares of our common stock at a public offering price of $17.50 per share. We realized net proceeds of approximately $38,910 after deducting underwriting discounts and estimated offering expenses. As of September 30, 2018, our principal sources of liquidity consisted of $19,194 of cash and cash equivalents, cash we expect to generate in the future from our business operations, $5,000 available for borrowing under our revolving line of credit, and $25,000 delayed draw term loan commitment with Wells Fargo Bank, National Association (“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. 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 these condensed consolidated financial statements. However, we may 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 revenue. 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.The Company recorded $9,277 of net loss and $6,062 of cash outflows from operations during the nine months ended September 30, 2018, which are indicators of substantial doubt regarding the Company’s ability to continue as a going concern.. 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, which will mitigate such substantial doubt regarding the Company’s ability to continue as a going concern. RECENT ACCOUNTING PRONOUNCEMENTS Recently Adopted Standards Effective January 1, 2018, we adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) Revenue from Contracts with Customers (Topic 606): Deferral of Effective Date, Revenue Recognition, 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 revenue as a result of applying Topic 606. 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 are now 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 as of and for the three and nine months ended September 30, 2018, are as follows: September 30, 2018 Balance Using Previous Standard Increase (Decrease) Balance Sheet Assets Prepaid expenses and other current assets $ 4,518 $ 4,356 $ (162 ) Total current assets before funds held for clients 43,801 43,639 (162 ) Total current assets 114,977 114,815 (162 ) Other assets 3,453 713 2,740 Total assets $ 309,640 $ 306,738 $ 2,578 Liabilities and stockholders’ equity (285,372 ) (282,470 ) 2,578 Total stockholders’ equity 99,792 96,890 2,578 Total liabilities and stockholders’ equity $ 309,640 $ 306,738 $ 2,578 For the Three Months Ended September 30, 2018 Balance Using Previous Standard Increase (Decrease) Income Statement Operating expenses 11,052 10,738 (314 ) Total operating expenses 17,013 16,699 (314 ) Gain (Loss) from operations (2,026 ) (1,712 ) (314 ) Loss from operations before income tax (3,887 ) (3,573 ) (314 ) Net Loss $ (3,584 ) $ (3,270 ) $ 314 Other comprehensive loss $ (3,896 ) $ (3,582 ) $ 314 For the Nine Months Ended September 30, 2018 Balance Using Previous Standard Increase (Decrease) Income Statement Operating expenses 33,394 32,519 (875 ) Total operating expenses 45,927 45,052 (875 ) Gain (Loss) from operations (2,646 ) 1,771 (875 ) Loss from operations before income tax (8,989 ) (8,114 ) (875 ) Net Loss $ (9,277 ) $ (8,402 ) $ (875 ) Other comprehensive loss $ (10,023 ) $ (9,148 ) $ (875 ) 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 January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business” (“ASU 2017-01”). ASU 2017-01 clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for annual periods beginning after December 15, 2017. 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. While we are currently evaluating the impact ASU 2016-02 will have on our consolidated financial statements, we expect the adoption will result in a material increase in the assets and liabilities recorded on our Condensed Consolidated Balance Sheets and additional qualitative and quantitative disclosures. 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 revenue as a result of applying Topic 606 for the three and nine months ended September 30, 2018. Our revenue 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. 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 standalone selling price 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. Revenue 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. Revenue allocated to hardware sold as a standard product are recognized on an output basis when title passes to the customer, typically the date we ship the hardware. Revenue allocated to hardware under a hardware-as-a-service (“HaaS”) arrangement are recognized on an output basis, recorded ratably as the service is provided over the non-cancellable term of the HaaS arrangement, typically one year. Revenue 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 revenue on an output basis for professional services engagements billed on a time and materials basis as the service is provided. We recognize allocated revenue 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. Revenue 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. Revenue 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 revenue 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 September 30, 2018, we were not party to any pending legal proceedings. |
NOTE 3 - INVESTMENTS AND FAIR V
NOTE 3 - INVESTMENTS AND FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | NOTE 3 – INVESTMENTS AND FAIR VALUE MEASUREMENTS During the three months ended September 30, 2018, $4,217 of Funds Held for Clients were invested in short-term available-for-sale securities consisting of government and commercial bonds, including mortgage backed securities. There were no investments in securities during the first six months of 2018 and the three and nine months ended September 30, 2017. At September 30, 2018, we also had $10,000 in money market funds, classified as cash equivalents. Investments classified as short-term available-for-sale as of September 30, 2018 consisted of the following: As of September 30, 2018 Amortized Cost Gross Unrealized Gains (1) Gross Unrealized Losses (1) Aggregate Estimated Fair Value Corporate debt securities (2) $ 4,318 $ 14 $ (115 ) $ 4,217 (1) Unrealized gains and losses on available-for-sale securities are included as a component of comprehensive loss. At September 30, 2018, there were 27 securities in an unrealized gain position and there were 29 securities in an unrealized loss position. These unrealized losses were less than $25,000 individually and $115,000 in the aggregate. These securities have not been in a continuous unrealized gain or loss position for more than 12 months. The Company does not intend to sell these investments and it is not more likely than not that the Company will be required to sell these investments before recovery of their amortized cost basis, which may be at maturity. The Company reviews its investments to identify and evaluate investments that have an indication of possible other-than-temporary impairment. Factors considered in determining whether a loss is other-than-temporary include the length of time and extent to which fair value has been less than the cost basis, the financial condition and near-term prospects of the investee, and the Company’s intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value. (2) At September 30, 2018, none of these securities were classified as cash and cash equivalents on the Company’s balance sheet and none of these securities were scheduled to mature outside of one year. 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. At September 30, 2018, we had $10,000 in money market funds, classified as cash equivalents. Short-term available-for-sale securities consist of government and commercial bonds, including mortgage backed securities, and are classified as Funds Held for Clients on the accompanying condensed consolidated balance sheet. The following table presents the fair value hierarchy for our financial assets measured at fair value on a recurring basis as of September 30, 2018 and December 31, 2017, respectively: Fair Value Measure at September 30, 2018 Total Quoted Significant Carrying Prices Other Significant Value at in Active Observable Unobservable September 30, Market Inputs Inputs Description 2018 (Level 1) (Level 2) (Level 3) Assets: Cash and cash equivalents $ 19,194 $ 19,194 $ - $ - Short-term available-for-sale securities- Funds Held for Clients 4,217 - 4,217 - Total $ 23,411 $ 19,194 $ 4,217 $ - 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 | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure Text Block Supplement [Abstract] | |
Mergers, Acquisitions and Dispositions Disclosures [Text Block] | NOTE 4 – ACQUISITIONS 2018 Acquisitions In January 2018, we acquired all of the outstanding shares of common stock of Pay Systems of America, Inc. (“Pay Systems”), a provider of HR, payroll and employee benefits services. The aggregate consideration for the shares consisted of (i) $19,194 in cash and (ii) a subordinated promissory note (the “Pay Systems Note”) in the principal amount of $1,572, subject to adjustment, 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. In January 2018, we also completed the acquisitions of two other companies that are current resellers of our leading Human Resource Information System platform. We funded these two acquisitions with cash on hand, subordinated promissory notes and shares of Asure common stock. In April 2018, we acquired all of the assets of a provider of outsourced HR, consulting, and professional services around payroll and employee benefits; and we acquired all of the share capital of a provider of a sensor-based solution that allows organizations across the world to streamline operations, create efficiencies, enhance productivity, and analyze employee engagement. We funded these acquisitions with cash (using borrowed funds under our Second Restated Credit Agreement) and subordinated promissory notes. In April 2018, we also purchased a portfolio of customer accounts and the related contracts for payroll processing services (known as Evolution Payroll) from Wells Fargo for an aggregate purchase price of $10,450. The aggregate purchase price consisted of (i) $10,000 in cash and (ii) a subordinated promissory note (the “Evolution Payroll Note”) in the principal amount of $450. The Evolution Payroll Note bears interest at an annual rate of 2.0%, and the unpaid principal and all accrued interest under the Evolution Payroll Note is payable on April 9, 2020. To finance this transaction, we borrowed approximately $10,000 under our Second Restated Credit Agreement. In July 2018, we acquired all of the capital stock of USA Payroll, Inc. and assets of its affiliates (“USA Payroll”), a payroll processing company based in Rochester, New York and a licensee of our Evolution software. The aggregate purchase price consisted of (i) $18,561 in cash; (ii) a subordinated promissory note (the “USA Payroll Notes”) in the principal amount of $3,263; and (iii) 225,089 unregistered shares of our common stock valued at $3,600 based on a volume-weighted average of the closing prices of our common stock during a 90-day period. We funded the cash payment with cash on hand. The USA Payroll Notes bear interest at an annual rate of 3.0%. Interest payments are due on July 1, 2019, July 1, 2020 and accrued interest and principal is due on July 1, 2021. Except for the purchase of Pay Systems Evolution Payroll portfolio and USA Payroll, the 2018 acquisitions, individually, were not material to our results of operations, financial position, or cash flows. We have treated the purchase of the Evolution Payroll portfolio as an acquisition of assets, rather than as an acquisition of a business. Purchase Price Allocation Following is the purchase price allocation for the 2018 business acquisitions. We based the preliminary fair value estimate for the assets acquired and liabilities assumed for these acquisitions upon preliminary calculations and valuations. Our estimates and assumptions for these acquisitions are subject to change as we obtain additional information for our estimates during the respective measurement periods (up to one year from the acquisition date). The primary areas of those preliminary estimates that we have not yet finalized relate to certain tangible assets and liabilities acquired, and income and non-income based taxes. We recorded the transactions, with the exception of the Evolution Payroll portfolio purchase, using the acquisition method of accounting and recognized assets and liabilities assumed at their fair value as of the dates of acquisitions. The $36,960 of intangible assets subject to amortization consist of $32,200 allocated to Customer Relationships, $2,100 for Developed Technology, $2,330 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 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 13.0% to 33.0%, 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 from these strategic acquisitions. This factor contributed to a purchase price that was in excess of the fair value of the net assets acquired and, as a result, we recorded goodwill for each acquisition. A portion of acquired goodwill will be deductible for tax purposes. Assets Acquired Pay Systems USA Payroll Others Total Cash & cash equivalents $ 767 $ 470 $ 600 $ 1,837 Accounts receivable 54 114 2,609 2,777 Fixed assets 121 94 39 254 Inventory - - 657 657 Other assets 49 13 1,014 1,076 Funds held for clients 10,976 20,439 14,050 45,465 Goodwill 8,871 12,388 10,373 31,632 Intangibles 7,240 14,280 15,440 36,960 Total assets acquired $ 28,078 $ 47,798 $ 44,782 $ 120,658 Liabilities assumed Accounts payable 113 39 1,170 1,322 Accrued other liabilities 951 393 2,983 4,327 Deferred revenue - - 355 355 Client fund obligations 11,820 20,439 14,050 46,309 Total liabilities assumed 12,884 20,871 18,558 52,313 Net assets acquired $ 15,194 $ 26,927 $ 26,224 $ 68,345 The following is a reconciliation of the purchase price to the fair value of net assets acquired at the date of acquisition: Pay Systems USA Payroll Others Total Purchase price $ 15,724 $ 27,450 $ 27,950 $ 71,124 Working capital adjustment (469 ) 66 210 (193 ) Adjustment to fair value of contingent liability - - (1,761 ) (1,761 ) Adjustment to fair value of Asure’s stock - (299 ) (104 ) (403 ) Debt discount (61 ) (290 ) (71 ) (422 ) Fair value of net assets acquired $ 15,194 $ 26,927 $ 26,224 $ 68,345 The purchase of the Evolution Payroll portfolio has been accounted for as an asset acquisition under the acquisition method of accounting. The amendments in ASU 2017-01 provide a screen to determine when a set of assets and activities is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set of assets and activities is not a business. Since the acquisition was determined to be an asset acquisition, the total value of the purchase consideration is allocated to the asset acquired. Management assessed the fair value of the promissory note and cash consideration as of April 1, 2018, which was as follows: Fair Value Cash $ 10,000 Promissory note 450 Debt discount (46 ) Total $ 10,404 Fair value of asset acquired, Customer Relationships $ 10,404 As an asset acquisition, we also capitalized approximately $40 of total costs incurred to complete the acquisition consisting of legal fees of approximately $30 and accounting fees of approximately $10. The total intangible asset of $10,444 is recorded in our consolidated balance sheet within Intangible Assets- Customer Relationships, and is being amortized over its estimated useful life of eight years. Transaction costs incurred for the 2018 business acquisitions were $1,000 and $3,301 in the three and nine months ended September 30, 2018, respectively, and were expensed as incurred and included in selling, general and administrative expenses. Contingent consideration In connection with the acquisition of all of the assets of a provider of outsourced human resources, consulting, and professional services in April 2018, we recorded contingent consideration based upon the expected achievement of certain milestone goals. We will record any changes to the fair value of contingent consideration due to changes in assumptions used in preparing the valuation model in selling, general and administrative expenses in the Consolidated Statements of Comprehensive Income (Loss). Contingent consideration is valued using a multi-scenario discounted cash flow method. The assumptions used in preparing the discounted cash flow method include estimates for outcomes if milestone goals are achieved and the probability of achieving each outcome. Management estimates probabilities and then applies them to management’s conservative case forecast, most likely case forecast and optimistic case forecast with the various scenarios. The Company retained a third party expert to assist in determining the value of the contingent consideration as of April 1, 2018. As of April 1, 2018, the third party expert determined the value of the contingent consideration for the acquisition was $489. The valuation of the contingent consideration was based on a Monte Carlo simulation model for fiscal 2017 to 2019. Management provided revenue projections (an unobservable input) of $3,075 for fiscal 2018 (partial year), and $4,408 for fiscal 2019, respectively. Based on current projections, we released the liability for the contingent consideration as of September 30, 2018, and recorded $489 of Other Income in the accompanying condensed consolidated statement of operations. Unaudited Pro Forma Financial Information The following unaudited summary of pro forma combined results of operations for the three and nine months ended September 30, 2018 and September 30, 2017 gives effect to our 2017 and 2018 business and asset acquisitions 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 SEPTEMBER 30, 2018 FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2017 Revenue $ 23,458 $ 27,163 Net income (loss) $ (2,584 ) $ (1,758 ) Net income (loss) per common share: Basic and diluted $ (0.17 ) $ (0.14 ) Weighted average shares outstanding: Basic and diluted 15,223 12,418 FOR THE NINE MONTHS ENDED SEPTEMBER 30, FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018 2017 Revenue $ 70,645 $ 76,590 Net income (loss) $ (7,862 ) $ (5,408 ) Net income (loss) per common share: Basic and diluted $ (0.58 ) $ (0.52 ) Weighted average shares outstanding: Basic and diluted $ 13,591 $ 10,355 |
NOTE 5 - GOODWILL AND OTHER INT
NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 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 31,632 Adjustments to Goodwill associated with acquisitions (1,490 ) Foreign exchange adjustment to goodwill 67 Balance at September 30, 2018 $ 107,557 The gross carrying amount and accumulated amortization of our intangible assets as of September 30, 2018 and December 31, 2017 are as follows: September 30, 2018 Intangible Assets Weighted Average Amortization Period (in Years) Gross Accumulated Amortization Net Developed Technology 6.0 $ 14,849 $ (6,513 ) $ 8,336 Customer Relationships 7.4 81,030 (18,252 ) 62,778 Reseller Relationships 7.0 853 (853 ) - Trade Names 9.9 5,199 (1,142 ) 4,057 Noncompete 5.1 1,022 (370 ) 652 7.3 $ 102,953 $ (27,130 ) $ 75,823 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 September 30, 2018 and 2017 were $2,447 and $1,341, respectively, included in Operating Expenses. Amortization expenses recorded in Cost of Sales were $437 and $106 for the three months ended September 30, 2018 and 2017, respectively. Amortization expenses for the nine months ended September 30, 2018 and 2017 were $6,038 and $3,230 included in Operating Expenses, and $1,171 and $319, respectively, included in Cost of Sales. The following table summarizes the future estimated amortization expense relating to our intangible assets as of September 30, 2018: Calendar Years 2018 (October to December) $ 2,838 2019 10,835 2020 9,999 2021 9,533 2022 9,207 2023 8,009 Thereafter 24,417 Total $ 74,838 Developed Technology not yet in service 985 Net Intangible Assets $ 75,823 |
NOTE 6 - NOTES PAYABLE
NOTE 6 - NOTES PAYABLE | 9 Months Ended |
Sep. 30, 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 September 30, 2018 Balance as of December 31, 2017 Subordinated Notes Payable- acquisitions 10/1/2019 – 5/25/2022 2.00% - 3.50 % 12,164 9,847 Term Loan – Wells Fargo Syndicate Partner 5/25/2022 10.55 % 52,238 34,125 Term Loan - Wells Fargo 5/25/2022 5.55 % 52,238 34,125 Total Notes Payable $ 116,640 $ 78,097 Short-term notes payable $ 5,374 $ 8,895 Long-term notes payable $ 111,266 $ 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 September 30, 2018 Debt Issuance Costs and Debt Discount Net Notes Payable at September 30, 2018 Notes payable, current portion $ 5,374 $ (872 ) $ 4,502 Notes payable, net of current portion 111,266 (2,700 ) 108,566 Total Notes Payable $ 116,640 $ (3,572 ) $ 113,068 Notes Payable Gross Notes Payable at December 31, 2017 Debt Issuance Costs and Debt Discount 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 (October to December) $ 633 December 31, 2019 6,026 December 31, 2020 5,197 December 31, 2021 8,151 December 31, 2022 96,633 Gross Notes Payable $ 116,640 Term Loan - Wells Fargo In March 2014, we entered into a credit agreement (the “Credit Agreement”) with Wells Fargo, 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. Second Amended and Restated Credit Agreement In March 2018, we entered into a second amended and restated credit agreement (the “Second Restated Credit Agreement”) with Wells Fargo, and the lenders that are parties thereto, amending and restating the terms of the Amended and Restated Credit Agreement dated as of May 2017. 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 1.25:1 at March 31, 2018 and each quarter-end thereafter; and ● removes the TTM recurring revenue covenant. As of September 30, 2018 and December 31, 2017, $0 was outstanding and $5,000 was available for borrowing under the revolver. As of September 30, 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 | 9 Months Ended |
Sep. 30, 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 $706, were $15,878 at September 30, 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 $3,371 and $636 at September 30, 2018 and December 31, 2017, respectively. The amount of amortization recognized in the period was $251. Deferred Revenue Revenue of $2,483 was recognized during the three months ended September 30, 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 September 30, 2018, approximately $54,651 of revenue is expected to be recognized from remaining performance obligations. We expect to recognize revenue on approximately 51% 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 | 9 Months Ended |
Sep. 30, 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 In May 2018, our stockholders approved the Asure Software, Inc. 2018 Incentive Award Plan (the “2018 Plan”). The 2018 Plan supersedes and replaces in its entirety the 2009 Equity Plan (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. The number of shares available for issuance under the 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. We have 1,568,398 options granted and outstanding and 224,589 shares available for grant pursuant to the 2018 Plan as of September 30, 2018. Share based compensation for our stock option plans for the three months ended September 30, 2018 and September 30, 2017 were $363 and $138, respectively, and $887 and $363 for the nine months ended September 30, 2018 and 2017, respectively. We issued 2,000 shares of common stock related to exercises of stock options for the three months ended September 30, 2018 and 51,000 for the three months ended September 30, 2017, respectively. |
NOTE 9 - OTHER COMPREHENSIVE LO
NOTE 9 - OTHER COMPREHENSIVE LOSS | 9 Months Ended |
Sep. 30, 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 (746 ) (746 ) Amounts reclassified from accumulated other comprehensive income (loss) — — Net current-period other comprehensive loss (746 ) (746 ) Ending balance, September 30, 2018 $ (809 ) $ (809 ) The following table presents the tax benefit (expense) allocated to each component of other comprehensive income (loss): Three Months Ended September 30, 2018 Before Tax Tax Benefit Net of Tax Foreign currency translation adjustments $ (211 ) $ — $ (211 ) Unrealized net losses (101 ) (101 ) Other comprehensive loss $ (312 ) $ — $ (312 ) Nine Months Ended September 30, 2018 Before Tax Tax Benefit Net of Tax Foreign currency translation adjustments $ (645 ) $ — $ (645 ) Unrealized net losses (101 ) (101 ) Other comprehensive loss $ (746 ) $ — $ (746 ) |
NOTE 10 - NET LOSS PER SHARE
NOTE 10 - NET LOSS PER SHARE | 9 Months Ended |
Sep. 30, 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 1,568,000 shares for the three and nine months ended September 30, 2018, and 904,000 shares for the nine months ended September 30, 2017 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 and nine months ended September 30, 2018 and September 30, 2017: For the Three Months For the Nine Months Ended September 30, Ended September 30, 2018 2017 2018 2017 Net income (loss) $ (3,584 ) $ (1,281 ) $ (9,277 ) $ (4,177 ) Weighted-average shares of common stock outstanding 15,223,000 12,418,000 13,591,000 10,355,000 Dilutive effect of employee stock options - - - - Weighted average shares for diluted net income (loss) per share 15,223,000 12,418,000 13,591,000 10,355,000 Basic net income (loss) per share $ (0.24 ) $ (0.10 ) $ (0.68 ) $ (0.40 ) Diluted net income (loss) per share $ (0.24 ) $ (0.10 ) $ (0.68 ) $ (0.40 ) |
NOTE 11 - SUBSEQUENT EVENTS
NOTE 11 - SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 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 September 30, 2018, and events which occurred subsequent to September 30, 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. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 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. |
Investment, Policy [Policy Text Block] | INVESTMENTS AVAILABLE-FOR SALE Available-for-sale securities are carried at fair value, with the unrealized gains and losses reported in accumulated other comprehensive income (loss). The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. The amortization of premiums and accretion of discounts is included in interest income. Realized gains and losses and declines in value judged to be other-than-temporary, if any, on available-for-sale securities are included in other income (expense). The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as available-for-sale are included in interest income. |
Liquidity Disclosure [Policy Text Block] | LIQUIDITY In April 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. As of September 30, 2018, there is $133,438 remaining available under the shelf registration statement. In June 2018, we completed an underwritten public offering in which we sold an aggregate of 2,375,000 shares of our common stock at a public offering price of $17.50 per share. We realized net proceeds of approximately $38,910 after deducting underwriting discounts and estimated offering expenses. As of September 30, 2018, our principal sources of liquidity consisted of $19,194 of cash and cash equivalents, cash we expect to generate in the future from our business operations, $5,000 available for borrowing under our revolving line of credit, and $25,000 delayed draw term loan commitment with Wells Fargo Bank, National Association (“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. 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 these condensed consolidated financial statements. However, we may 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 revenue. 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.The Company recorded $9,277 of net loss and $6,062 of cash outflows from operations during the nine months ended September 30, 2018, which are indicators of substantial doubt regarding the Company’s ability to continue as a going concern.. 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, which will mitigate such substantial doubt regarding the Company’s ability to continue as a going concern. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Adopted Standards Effective January 1, 2018, we adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) Revenue from Contracts with Customers (Topic 606): Deferral of Effective Date, Revenue Recognition, 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 revenue as a result of applying Topic 606. 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 are now 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 as of and for the three and nine months ended September 30, 2018, are as follows: September 30, 2018 Balance Using Previous Standard Increase (Decrease) Balance Sheet Assets Prepaid expenses and other current assets $ 4,518 $ 4,356 $ (162 ) Total current assets before funds held for clients 43,801 43,639 (162 ) Total current assets 114,977 114,815 (162 ) Other assets 3,453 713 2,740 Total assets $ 309,640 $ 306,738 $ 2,578 Liabilities and stockholders’ equity (285,372 ) (282,470 ) 2,578 Total stockholders’ equity 99,792 96,890 2,578 Total liabilities and stockholders’ equity $ 309,640 $ 306,738 $ 2,578 For the Three Months Ended September 30, 2018 Balance Using Previous Standard Increase (Decrease) Income Statement Operating expenses 11,052 10,738 (314 ) Total operating expenses 17,013 16,699 (314 ) Gain (Loss) from operations (2,026 ) (1,712 ) (314 ) Loss from operations before income tax (3,887 ) (3,573 ) (314 ) Net Loss $ (3,584 ) $ (3,270 ) $ 314 Other comprehensive loss $ (3,896 ) $ (3,582 ) $ 314 For the Nine Months Ended September 30, 2018 Balance Using Previous Standard Increase (Decrease) Income Statement Operating expenses 33,394 32,519 (875 ) Total operating expenses 45,927 45,052 (875 ) Gain (Loss) from operations (2,646 ) 1,771 (875 ) Loss from operations before income tax (8,989 ) (8,114 ) (875 ) Net Loss $ (9,277 ) $ (8,402 ) $ (875 ) Other comprehensive loss $ (10,023 ) $ (9,148 ) $ (875 ) 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 January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business” (“ASU 2017-01”). ASU 2017-01 clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for annual periods beginning after December 15, 2017. 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. While we are currently evaluating the impact ASU 2016-02 will have on our consolidated financial statements, we expect the adoption will result in a material increase in the assets and liabilities recorded on our Condensed Consolidated Balance Sheets and additional qualitative and quantitative disclosures. 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 revenue as a result of applying Topic 606 for the three and nine months ended September 30, 2018. Our revenue 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. 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 standalone selling price 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. Revenue 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. Revenue allocated to hardware sold as a standard product are recognized on an output basis when title passes to the customer, typically the date we ship the hardware. Revenue allocated to hardware under a hardware-as-a-service (“HaaS”) arrangement are recognized on an output basis, recorded ratably as the service is provided over the non-cancellable term of the HaaS arrangement, typically one year. Revenue 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 revenue on an output basis for professional services engagements billed on a time and materials basis as the service is provided. We recognize allocated revenue 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. Revenue 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. Revenue 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 revenue 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 September 30, 2018, we were not party to any pending legal proceedings. |
NOTE 2 - SIGNIFICANT ACCOUNTI_2
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles [Table Text Block] | The impact from the adoption of Topic 606 to our consolidated balance sheet and income statement as of and for the three and nine months ended September 30, 2018, are as follows: September 30, 2018 Balance Using Previous Standard Increase (Decrease) Balance Sheet Assets Prepaid expenses and other current assets $ 4,518 $ 4,356 $ (162 ) Total current assets before funds held for clients 43,801 43,639 (162 ) Total current assets 114,977 114,815 (162 ) Other assets 3,453 713 2,740 Total assets $ 309,640 $ 306,738 $ 2,578 Liabilities and stockholders’ equity (285,372 ) (282,470 ) 2,578 Total stockholders’ equity 99,792 96,890 2,578 Total liabilities and stockholders’ equity $ 309,640 $ 306,738 $ 2,578 For the Three Months Ended September 30, 2018 Balance Using Previous Standard Increase (Decrease) Income Statement Operating expenses 11,052 10,738 (314 ) Total operating expenses 17,013 16,699 (314 ) Gain (Loss) from operations (2,026 ) (1,712 ) (314 ) Loss from operations before income tax (3,887 ) (3,573 ) (314 ) Net Loss $ (3,584 ) $ (3,270 ) $ 314 Other comprehensive loss $ (3,896 ) $ (3,582 ) $ 314 For the Nine Months Ended September 30, 2018 Balance Using Previous Standard Increase (Decrease) Income Statement Operating expenses 33,394 32,519 (875 ) Total operating expenses 45,927 45,052 (875 ) Gain (Loss) from operations (2,646 ) 1,771 (875 ) Loss from operations before income tax (8,989 ) (8,114 ) (875 ) Net Loss $ (9,277 ) $ (8,402 ) $ (875 ) Other comprehensive loss $ (10,023 ) $ (9,148 ) $ (875 ) |
NOTE 3 - INVESTMENTS AND FAIR_2
NOTE 3 - INVESTMENTS AND FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Available-for-sale Securities [Table Text Block] | Investments classified as short-term available-for-sale as of September 30, 2018 consisted of the following: As of September 30, 2018 Amortized Cost Gross Unrealized Gains (1) Gross Unrealized Losses (1) Aggregate Estimated Fair Value Corporate debt securities (2) $ 4,318 $ 14 $ (115 ) $ 4,217 (1) Unrealized gains and losses on available-for-sale securities are included as a component of comprehensive loss. At September 30, 2018, there were 27 securities in an unrealized gain position and there were 29 securities in an unrealized loss position. These unrealized losses were less than $25,000 individually and $115,000 in the aggregate. These securities have not been in a continuous unrealized gain or loss position for more than 12 months. The Company does not intend to sell these investments and it is not more likely than not that the Company will be required to sell these investments before recovery of their amortized cost basis, which may be at maturity. The Company reviews its investments to identify and evaluate investments that have an indication of possible other-than-temporary impairment. Factors considered in determining whether a loss is other-than-temporary include the length of time and extent to which fair value has been less than the cost basis, the financial condition and near-term prospects of the investee, and the Company’s intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value. (2) At September 30, 2018, none of these securities were classified as cash and cash equivalents on the Company’s balance sheet and none of these securities were scheduled to mature outside of one year. |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | The following table presents the fair value hierarchy for our financial assets measured at fair value on a recurring basis as of September 30, 2018 and December 31, 2017, respectively: Fair Value Measure at September 30, 2018 Total Quoted Significant Carrying Prices Other Significant Value at in Active Observable Unobservable September 30, Market Inputs Inputs Description 2018 (Level 1) (Level 2) (Level 3) Assets: Cash and cash equivalents $ 19,194 $ 19,194 $ - $ - Short-term available-for-sale securities- Funds Held for Clients 4,217 - 4,217 - Total $ 23,411 $ 19,194 $ 4,217 $ - 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) | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure Text Block Supplement [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | We believe significant synergies are expected to arise from these strategic acquisitions. This factor contributed to a purchase price that was in excess of the fair value of the net assets acquired and, as a result, we recorded goodwill for each acquisition. A portion of acquired goodwill will be deductible for tax purposes. Assets Acquired Pay Systems USA Payroll Others Total Cash & cash equivalents $ 767 $ 470 $ 600 $ 1,837 Accounts receivable 54 114 2,609 2,777 Fixed assets 121 94 39 254 Inventory - - 657 657 Other assets 49 13 1,014 1,076 Funds held for clients 10,976 20,439 14,050 45,465 Goodwill 8,871 12,388 10,373 31,632 Intangibles 7,240 14,280 15,440 36,960 Total assets acquired $ 28,078 $ 47,798 $ 44,782 $ 120,658 Liabilities assumed Accounts payable 113 39 1,170 1,322 Accrued other liabilities 951 393 2,983 4,327 Deferred revenue - - 355 355 Client fund obligations 11,820 20,439 14,050 46,309 Total liabilities assumed 12,884 20,871 18,558 52,313 Net assets acquired $ 15,194 $ 26,927 $ 26,224 $ 68,345 |
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: Pay Systems USA Payroll Others Total Purchase price $ 15,724 $ 27,450 $ 27,950 $ 71,124 Working capital adjustment (469 ) 66 210 (193 ) Adjustment to fair value of contingent liability - - (1,761 ) (1,761 ) Adjustment to fair value of Asure’s stock - (299 ) (104 ) (403 ) Debt discount (61 ) (290 ) (71 ) (422 ) Fair value of net assets acquired $ 15,194 $ 26,927 $ 26,224 $ 68,345 |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class [Table Text Block] | The purchase of the Evolution Payroll portfolio has been accounted for as an asset acquisition under the acquisition method of accounting. The amendments in ASU 2017-01 provide a screen to determine when a set of assets and activities is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set of assets and activities is not a business. Since the acquisition was determined to be an asset acquisition, the total value of the purchase consideration is allocated to the asset acquired. Management assessed the fair value of the promissory note and cash consideration as of April 1, 2018, which was as follows: Fair Value Cash $ 10,000 Promissory note 450 Debt discount (46 ) Total $ 10,404 Fair value of asset acquired, Customer Relationships $ 10,404 |
Business Acquisition, Pro Forma Information [Table Text Block] | The following unaudited summary of pro forma combined results of operations for the three and nine months ended September 30, 2018 and September 30, 2017 gives effect to our 2017 and 2018 business and asset acquisitions 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 SEPTEMBER 30, 2018 FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2017 Revenue $ 23,458 $ 27,163 Net income (loss) $ (2,584 ) $ (1,758 ) Net income (loss) per common share: Basic and diluted $ (0.17 ) $ (0.14 ) Weighted average shares outstanding: Basic and diluted 15,223 12,418 FOR THE NINE MONTHS ENDED SEPTEMBER 30, FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018 2017 Revenue $ 70,645 $ 76,590 Net income (loss) $ (7,862 ) $ (5,408 ) Net income (loss) per common share: Basic and diluted $ (0.58 ) $ (0.52 ) Weighted average shares outstanding: Basic and diluted $ 13,591 $ 10,355 |
NOTE 5 - GOODWILL AND OTHER I_2
NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 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 31,632 Adjustments to Goodwill associated with acquisitions (1,490 ) Foreign exchange adjustment to goodwill 67 Balance at September 30, 2018 $ 107,557 |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | The gross carrying amount and accumulated amortization of our intangible assets as of September 30, 2018 and December 31, 2017 are as follows: September 30, 2018 Intangible Assets Weighted Average Amortization Period (in Years) Gross Accumulated Amortization Net Developed Technology 6.0 $ 14,849 $ (6,513 ) $ 8,336 Customer Relationships 7.4 81,030 (18,252 ) 62,778 Reseller Relationships 7.0 853 (853 ) - Trade Names 9.9 5,199 (1,142 ) 4,057 Noncompete 5.1 1,022 (370 ) 652 7.3 $ 102,953 $ (27,130 ) $ 75,823 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 September 30, 2018: Calendar Years 2018 (October to December) $ 2,838 2019 10,835 2020 9,999 2021 9,533 2022 9,207 2023 8,009 Thereafter 24,417 Total $ 74,838 Developed Technology not yet in service 985 Net Intangible Assets $ 75,823 |
NOTE 6 - NOTES PAYABLE (Tables)
NOTE 6 - NOTES PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2018 Balance as of December 31, 2017 Subordinated Notes Payable- acquisitions 10/1/2019 – 5/25/2022 2.00% - 3.50 % 12,164 9,847 Term Loan – Wells Fargo Syndicate Partner 5/25/2022 10.55 % 52,238 34,125 Term Loan - Wells Fargo 5/25/2022 5.55 % 52,238 34,125 Total Notes Payable $ 116,640 $ 78,097 Short-term notes payable $ 5,374 $ 8,895 Long-term notes payable $ 111,266 $ 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 September 30, 2018 Debt Issuance Costs and Debt Discount Net Notes Payable at September 30, 2018 Notes payable, current portion $ 5,374 $ (872 ) $ 4,502 Notes payable, net of current portion 111,266 (2,700 ) 108,566 Total Notes Payable $ 116,640 $ (3,572 ) $ 113,068 Notes Payable Gross Notes Payable at December 31, 2017 Debt Issuance Costs and Debt Discount 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 (October to December) $ 633 December 31, 2019 6,026 December 31, 2020 5,197 December 31, 2021 8,151 December 31, 2022 96,633 Gross Notes Payable $ 116,640 |
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 _2
NOTE 9 - OTHER COMPREHENSIVE LOSS (Tables) | 9 Months Ended |
Sep. 30, 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 (746 ) (746 ) Amounts reclassified from accumulated other comprehensive income (loss) — — Net current-period other comprehensive loss (746 ) (746 ) Ending balance, September 30, 2018 $ (809 ) $ (809 ) |
Comprehensive Income (Loss) [Table Text Block] | The following table presents the tax benefit (expense) allocated to each component of other comprehensive income (loss): Three Months Ended September 30, 2018 Before Tax Tax Benefit Net of Tax Foreign currency translation adjustments $ (211 ) $ — $ (211 ) Unrealized net losses (101 ) (101 ) Other comprehensive loss $ (312 ) $ — $ (312 ) Nine Months Ended September 30, 2018 Before Tax Tax Benefit Net of Tax Foreign currency translation adjustments $ (645 ) $ — $ (645 ) Unrealized net losses (101 ) (101 ) Other comprehensive loss $ (746 ) $ — $ (746 ) |
NOTE 10 - NET LOSS PER SHARE (T
NOTE 10 - NET LOSS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 2018 and September 30, 2017: For the Three Months For the Nine Months Ended September 30, Ended September 30, 2018 2017 2018 2017 Net income (loss) $ (3,584 ) $ (1,281 ) $ (9,277 ) $ (4,177 ) Weighted-average shares of common stock outstanding 15,223,000 12,418,000 13,591,000 10,355,000 Dilutive effect of employee stock options - - - - Weighted average shares for diluted net income (loss) per share 15,223,000 12,418,000 13,591,000 10,355,000 Basic net income (loss) per share $ (0.24 ) $ (0.10 ) $ (0.68 ) $ (0.40 ) Diluted net income (loss) per share $ (0.24 ) $ (0.10 ) $ (0.68 ) $ (0.40 ) |
NOTE 2 - SIGNIFICANT ACCOUNTI_3
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Jun. 30, 2018 | Apr. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||||||
Aggregate Value of Common Stock and Other Securities Registered for Sale | $ 175,000 | $ 133,438 | ||||||
Value of Unsold Securities on Current Effective Registration Statements | $ 60,000 | |||||||
Stock Issued During Period, Shares, New Issues (in Shares) | 2,375,000 | |||||||
Sale of Stock, Price Per Share (in Dollars per share) | $ 17.50 | |||||||
Proceeds from Issuance or Sale of Equity | $ 38,910 | |||||||
Cash and Cash Equivalents, at Carrying Value | $ 19,194 | $ 27,464 | 19,194 | $ 27,464 | $ 27,792 | $ 12,767 | ||
Debt Instrument, Face Amount | 25,000 | 25,000 | ||||||
Net Income (Loss) Attributable to Parent | (3,584) | $ (1,281) | (9,277) | (4,177) | ||||
Net Cash Provided by (Used in) Operating Activities | (6,062) | $ (2,083) | ||||||
Line of Credit [Member] | Wells Fargo Bank, N.A. [Member] | ||||||||
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 5,000 | $ 5,000 |
NOTE 2 - SIGNIFICANT ACCOUNTI_4
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of New Accounting Pronouncements and Changes in Accounting Principles - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Assets | |||||
Prepaid expenses and other current assets | $ 4,518 | $ 4,518 | $ 2,588 | ||
Total current assets before funds held for clients | 43,801 | 43,801 | 44,250 | ||
Total current assets | 114,977 | 114,977 | 86,578 | ||
Other assets | 3,453 | 3,453 | 614 | ||
Total assets | 309,640 | 309,640 | 203,311 | ||
Accumulated deficit | (285,372) | (285,372) | (277,597) | ||
Total stockholders’ equity | 99,792 | 99,792 | 63,774 | ||
Total liabilities and stockholders’ equity | 309,640 | 309,640 | $ 203,311 | ||
Selling, general and administrative | 11,052 | $ 9,459 | 33,394 | $ 25,286 | |
Total operating expenses | 17,013 | 45,927 | |||
Gain (Loss) from operations | (2,026) | 448 | (2,646) | (530) | |
Loss from operations before income tax | (3,887) | (1,196) | (8,989) | (3,809) | |
Net Loss | (3,584) | (1,281) | (9,277) | (4,177) | |
Other comprehensive loss | (3,896) | $ (1,287) | (10,023) | $ (4,240) | |
Balance Using Previous Standard [Member] | |||||
Assets | |||||
Prepaid expenses and other current assets | 4,356 | 4,356 | |||
Total current assets before funds held for clients | 43,639 | 43,639 | |||
Total current assets | 114,815 | 114,815 | |||
Other assets | 713 | 713 | |||
Total assets | 306,738 | 306,738 | |||
Accumulated deficit | (282,470) | (282,470) | |||
Total stockholders’ equity | 96,890 | 96,890 | |||
Total liabilities and stockholders’ equity | 306,738 | 306,738 | |||
Selling, general and administrative | 10,738 | 32,519 | |||
Total operating expenses | 16,699 | 45,052 | |||
Gain (Loss) from operations | (1,712) | 1,771 | |||
Loss from operations before income tax | (3,573) | (8,114) | |||
Net Loss | (3,270) | (8,402) | |||
Other comprehensive loss | (3,582) | (9,148) | |||
Adjustments for New Accounting Pronouncement [Member] | |||||
Assets | |||||
Prepaid expenses and other current assets | (162) | (162) | |||
Total current assets before funds held for clients | (162) | (162) | |||
Total current assets | (162) | (162) | |||
Other assets | 2,740 | 2,740 | |||
Total assets | 2,578 | 2,578 | |||
Accumulated deficit | 2,578 | 2,578 | |||
Total stockholders’ equity | 2,578 | 2,578 | |||
Total liabilities and stockholders’ equity | 2,578 | 2,578 | |||
Selling, general and administrative | (314) | (875) | |||
Total operating expenses | (314) | (875) | |||
Gain (Loss) from operations | (314) | (875) | |||
Loss from operations before income tax | (314) | (875) | |||
Net Loss | 314 | (875) | |||
Other comprehensive loss | $ 314 | $ (875) |
NOTE 3 - INVESTMENTS AND FAIR_3
NOTE 3 - INVESTMENTS AND FAIR VALUE MEASUREMENTS (Details) | 9 Months Ended | |
Sep. 30, 2018USD ($) | ||
NOTE 3 - INVESTMENTS AND FAIR VALUE MEASUREMENTS (Details) [Line Items] | ||
Available-for-sale Securities, Current | $ 4,217,000 | |
Cash Equivalents, at Carrying Value | $ 10,000,000 | |
Available-for-sale, Securities in Unrealized Gain Positions, Qualitative Disclosure, Other, Level of Subordination | 27 | |
Available-for-sale, Securities in Unrealized Loss Positions, Qualitative Disclosure, Other, Level of Subordination | 29 | |
Available-for-sale Securities, Gross Unrealized Loss | $ 115,000 | [1],[2] |
Unrealized Losses Individually [Member] | ||
NOTE 3 - INVESTMENTS AND FAIR VALUE MEASUREMENTS (Details) [Line Items] | ||
Available-for-sale Securities, Gross Unrealized Loss | $ 25,000,000 | |
[1] | At September 30, 2018, none of these securities were classified as cash and cash equivalents on the Company's balance sheet and none of these securities were scheduled to mature outside of one year. | |
[2] | Unrealized gains and losses on available-for-sale securities are included as a component of comprehensive loss. At September 30, 2018, there were 27 securities in an unrealized gain position and there were 29 securities in an unrealized loss position. These unrealized losses were less than $25,000 individually and $115,000 in the aggregate. These securities have not been in a continuous unrealized gain or loss position for more than 12 months. The Company does not intend to sell these investments and it is not more likely than not that the Company will be required to sell these investments before recovery of their amortized cost basis, which may be at maturity. The Company reviews its investments to identify and evaluate investments that have an indication of possible other-than-temporary impairment. Factors considered in determining whether a loss is other-than-temporary include the length of time and extent to which fair value has been less than the cost basis, the financial condition and near-term prospects of the investee, and the Company's intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value. |
NOTE 3 - INVESTMENTS AND FAIR_4
NOTE 3 - INVESTMENTS AND FAIR VALUE MEASUREMENTS (Details) - Available-for-sale Securities | 9 Months Ended | |
Sep. 30, 2018USD ($) | [1] | |
Debt Securities, Available-for-sale [Abstract] | ||
Amortized Cost | $ 4,318,000 | |
Gross Unrealized Gains | 14,000 | [2] |
Gross Unrealized Losses | (115,000) | [2] |
Aggregate Estimated Fair Value | $ 4,217,000 | |
[1] | At September 30, 2018, none of these securities were classified as cash and cash equivalents on the Company's balance sheet and none of these securities were scheduled to mature outside of one year. | |
[2] | Unrealized gains and losses on available-for-sale securities are included as a component of comprehensive loss. At September 30, 2018, there were 27 securities in an unrealized gain position and there were 29 securities in an unrealized loss position. These unrealized losses were less than $25,000 individually and $115,000 in the aggregate. These securities have not been in a continuous unrealized gain or loss position for more than 12 months. The Company does not intend to sell these investments and it is not more likely than not that the Company will be required to sell these investments before recovery of their amortized cost basis, which may be at maturity. The Company reviews its investments to identify and evaluate investments that have an indication of possible other-than-temporary impairment. Factors considered in determining whether a loss is other-than-temporary include the length of time and extent to which fair value has been less than the cost basis, the financial condition and near-term prospects of the investee, and the Company's intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value. |
NOTE 3 - INVESTMENTS AND FAIR_5
NOTE 3 - INVESTMENTS AND FAIR VALUE MEASUREMENTS (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Assets: | ||
Cash and Cash Equivalents | $ 19,194 | $ 27,792 |
Short-term available-for-sale securities- Funds Held for Clients | 4,217 | |
Total Assets | 23,411 | 27,792 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets: | ||
Cash and Cash Equivalents | 19,194 | 27,792 |
Short-term available-for-sale securities- Funds Held for Clients | 0 | |
Total Assets | 19,194 | 27,792 |
Fair Value, Inputs, Level 2 [Member] | ||
Assets: | ||
Cash and Cash Equivalents | 0 | 0 |
Short-term available-for-sale securities- Funds Held for Clients | 4,217 | |
Total Assets | 4,217 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Assets: | ||
Cash and Cash Equivalents | 0 | 0 |
Short-term available-for-sale securities- Funds Held for Clients | 0 | |
Total Assets | $ 0 | $ 0 |
NOTE 4 - ACQUISITIONS (Details)
NOTE 4 - ACQUISITIONS (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Jul. 31, 2018USD ($)shares | Apr. 30, 2018USD ($) | Jan. 31, 2018USD ($) | Jan. 31, 2017 | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2017 | Apr. 01, 2018USD ($) | |
NOTE 4 - ACQUISITIONS (Details) [Line Items] | ||||||||||||
Business Combination, Consideration Transferred | $ 71,124 | |||||||||||
Debt Instrument, Face Amount | $ 25,000 | 25,000 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 36,960 | $ 36,960 | ||||||||||
Finite-Lived Intangible Assets, Remaining Amortization Period | 7 years 109 days | 8 years 292 days | ||||||||||
Business Combination, Acquisition Related Costs | 1,000 | $ 3,301 | ||||||||||
Contingent Consideration Classified as Equity, Fair Value Disclosure | $ 489 | |||||||||||
Revenues | 23,458 | $ 15,527 | 64,529 | $ 39,134 | ||||||||
Other Noncash Income | 489 | $ 0 | ||||||||||
Pay Systems of America Inc. (Pay Systems) [Member] | ||||||||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | ||||||||||||
Payments to Acquire Businesses, Gross | $ 19,194 | |||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 1,572 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 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, Consideration Transferred | 15,724 | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 7,240 | 7,240 | ||||||||||
TelePayroll, Pay Systems and Savers Admin [Member] | ||||||||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | ||||||||||||
Number of Businesses Acquired | 2 | |||||||||||
Two Companies Acquired [Member] | ||||||||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | ||||||||||||
Business Combination, Consideration Transferred | $ 450 | |||||||||||
USA Payrolls Inc. ("USA Payroll") [Member] | ||||||||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | ||||||||||||
Payments to Acquire Businesses, Gross | $ 18,561 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | |||||||||||
Business Combination, Consideration Transferred | 27,450 | |||||||||||
Debt Instrument, Face Amount | $ 3,263 | |||||||||||
Stock Issued During Period, Shares, Acquisitions (in Shares) | shares | 225,089 | |||||||||||
Stock Issued During Period, Value, Acquisitions | $ 3,600 | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 14,280 | 14,280 | ||||||||||
TelePayroll, Pay Systems, Savers Admin, Austin HR, and OccupEye [Member] | ||||||||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 36,960 | 36,960 | ||||||||||
Scenario, Forecast [Member] | ||||||||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | ||||||||||||
Revenues | $ 3,075 | $ 4,408 | ||||||||||
Customer Relationships [Member] | ||||||||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | ||||||||||||
Finite-Lived Intangible Assets, Period Increase (Decrease) | $ 10,444 | |||||||||||
Finite-Lived Intangible Assets, Remaining Amortization Period | 7 years 146 days | 9 years 6 months | ||||||||||
Customer Relationships [Member] | TelePayroll, Pay Systems, Savers Admin, Austin HR, and OccupEye [Member] | ||||||||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 32,200 | $ 32,200 | ||||||||||
Customer Relationships [Member] | Minimum [Member] | TelePayroll, Pay Systems, Savers Admin, Austin HR, and OccupEye [Member] | ||||||||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | ||||||||||||
Discount Rate used to Value Intangible Assets | 13.00% | |||||||||||
Customer Relationships [Member] | Maximum [Member] | TelePayroll, Pay Systems, Savers Admin, Austin HR, and OccupEye [Member] | ||||||||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | ||||||||||||
Discount Rate used to Value Intangible Assets | 33.00% | |||||||||||
Developed Technology Rights [Member] | ||||||||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | ||||||||||||
Finite-Lived Intangible Assets, Remaining Amortization Period | 6 years | 6 years 255 days | ||||||||||
Developed Technology Rights [Member] | TelePayroll, Pay Systems, Savers Admin, Austin HR, and OccupEye [Member] | ||||||||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 2,100 | $ 2,100 | ||||||||||
Trade Names [Member] | ||||||||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | ||||||||||||
Finite-Lived Intangible Assets, Remaining Amortization Period | 9 years 328 days | 10 years 146 days | ||||||||||
Trade Names [Member] | TelePayroll, Pay Systems, Savers Admin, Austin HR, and OccupEye [Member] | ||||||||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 2,330 | $ 2,330 | ||||||||||
Royalty Rate used to Value Intangible Assets | 1.00% | |||||||||||
Noncompete Agreements [Member] | ||||||||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | ||||||||||||
Finite-Lived Intangible Assets, Remaining Amortization Period | 5 years 36 days | 6 years 36 days | ||||||||||
Noncompete Agreements [Member] | TelePayroll, Pay Systems, Savers Admin, Austin HR, and OccupEye [Member] | ||||||||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 330 | |||||||||||
Evolution Payroll [Member] | Two Companies Acquired [Member] | ||||||||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | ||||||||||||
Payments to Acquire Businesses, Gross | $ 10,450 | |||||||||||
Evolution Payroll [Member] | Customer Relationships [Member] | ||||||||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | |||||||||||
Debt Instrument, Maturity Date | Apr. 9, 2020 | |||||||||||
Debt Instrument, Face Amount | $ 450 | $ 450 | ||||||||||
Acquisition Costs, Period Cost | $ 40 | |||||||||||
Finite-Lived Intangible Assets, Remaining Amortization Period | 8 years | |||||||||||
Evolution Payroll [Member] | Customer Relationships [Member] | Legal Fees [Member] | ||||||||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | ||||||||||||
Acquisition Costs, Period Cost | 30 | |||||||||||
Evolution Payroll [Member] | Customer Relationships [Member] | Accounting Fees [Member] | ||||||||||||
NOTE 4 - ACQUISITIONS (Details) [Line Items] | ||||||||||||
Acquisition Costs, Period Cost | $ 10 |
NOTE 4 - ACQUISITIONS (Details
NOTE 4 - ACQUISITIONS (Details) - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
NOTE 4 - ACQUISITIONS (Details) - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Line Items] | |
Cash & cash equivalents | $ 1,837 |
Accounts receivable | 2,777 |
Fixed assets | 254 |
Inventory | 657 |
Other assets | 1,076 |
Funds held for clients | 45,465 |
Goodwill | 31,632 |
Intangibles | 36,960 |
Total assets acquired | 120,658 |
Accounts payable | 1,322 |
Accrued other liabilities | 4,327 |
Deferred revenue | 355 |
Client fund obligations | 46,309 |
Total liabilities assumed | 52,313 |
Net assets acquired | 68,345 |
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 |
Inventory | 0 |
Other assets | 49 |
Funds held for clients | 10,976 |
Goodwill | 8,871 |
Intangibles | 7,240 |
Total assets acquired | 28,078 |
Accounts payable | 113 |
Accrued other liabilities | 951 |
Deferred revenue | 0 |
Client fund obligations | 11,820 |
Total liabilities assumed | 12,884 |
Net assets acquired | 15,194 |
USA Payrolls Inc. ("USA Payroll") [Member] | |
NOTE 4 - ACQUISITIONS (Details) - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Line Items] | |
Cash & cash equivalents | 470 |
Accounts receivable | 114 |
Fixed assets | 94 |
Inventory | 0 |
Other assets | 13 |
Funds held for clients | 20,439 |
Goodwill | 12,388 |
Intangibles | 14,280 |
Total assets acquired | 47,798 |
Accounts payable | 39 |
Accrued other liabilities | 393 |
Deferred revenue | 0 |
Client fund obligations | 20,439 |
Total liabilities assumed | 20,871 |
Net assets acquired | 26,927 |
Other [Member] | |
NOTE 4 - ACQUISITIONS (Details) - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Line Items] | |
Cash & cash equivalents | 600 |
Accounts receivable | 2,609 |
Fixed assets | 39 |
Inventory | 657 |
Other assets | 1,014 |
Funds held for clients | 14,050 |
Goodwill | 10,373 |
Intangibles | 15,440 |
Total assets acquired | 44,782 |
Accounts payable | 1,170 |
Accrued other liabilities | 2,983 |
Deferred revenue | 355 |
Client fund obligations | 14,050 |
Total liabilities assumed | 18,558 |
Net assets acquired | $ 26,224 |
NOTE 4 - ACQUISITIONS (Detai_2
NOTE 4 - ACQUISITIONS (Details) - Schedule of Business Acquisitions, by Acquisition $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Business Acquisition [Line Items] | |
Purchase price | $ 71,124 |
Working capital adjustment | (193) |
Adjustment to fair value of contingent liability | (1,761) |
Adjustment to fair value of Asure’s stock | (403) |
Debt discount | (422) |
Fair value of net assets acquired | 68,345 |
Pay Systems of America Inc. (Pay Systems) [Member] | |
Business Acquisition [Line Items] | |
Purchase price | 15,724 |
Working capital adjustment | (469) |
Adjustment to fair value of contingent liability | 0 |
Adjustment to fair value of Asure’s stock | 0 |
Debt discount | (61) |
Fair value of net assets acquired | 15,194 |
USA Payrolls Inc. ("USA Payroll") [Member] | |
Business Acquisition [Line Items] | |
Purchase price | 27,450 |
Working capital adjustment | 66 |
Adjustment to fair value of contingent liability | 0 |
Adjustment to fair value of Asure’s stock | (299) |
Debt discount | (290) |
Fair value of net assets acquired | 26,927 |
Other [Member] | |
Business Acquisition [Line Items] | |
Purchase price | 27,950 |
Working capital adjustment | 210 |
Adjustment to fair value of contingent liability | (1,761) |
Adjustment to fair value of Asure’s stock | (104) |
Debt discount | (71) |
Fair value of net assets acquired | $ 26,224 |
NOTE 4 - ACQUISITIONS (Detai_3
NOTE 4 - ACQUISITIONS (Details) - Schedule of Acquired Finite-Lived Intangible Assets - Customer Relationships [Member] - Evolution Payroll [Member] $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Cash | $ 10,000 |
Promissory note | 450 |
Debt discount | (46) |
Total | 10,404 |
Fair value of asset acquired, Customer Relationships | $ 10,404 |
NOTE 4 - ACQUISITIONS (Detai_4
NOTE 4 - ACQUISITIONS (Details) - Schedule of Business Acquisition, Pro Forma Information - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Schedule of Business Acquisition, Pro Forma Information [Abstract] | ||||
Revenue | $ 23,458 | $ 27,163 | $ 70,645 | $ 76,590 |
Net income (loss) | $ (2,584) | $ (1,758) | $ (7,862) | $ (5,408) |
Basic and diluted (in Dollars per share) | $ (0.17) | $ (0.14) | $ (0.58) | $ (0.52) |
Basic and diluted (in Shares) | 15,223 | 12,418 | 13,591 | 10,355 |
NOTE 5 - GOODWILL AND OTHER I_3
NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS (Details) [Line Items] | ||||
Finite-Lived Intangible Assets, Amortization Method | straight-line method | |||
Amortization of Intangible Assets | $ 2,447 | $ 1,341 | $ 6,038 | $ 3,230 |
Cost, Amortization | $ 437 | $ 106 | $ 1,171 | $ 319 |
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 I_4
NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS (Details) - Schedule of Goodwill $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Schedule of Goodwill [Abstract] | |
Goodwill, Balance | $ 77,348 |
Goodwill recognized upon acquisitions | 31,632 |
Adjustment to Goodwill associated with acquisition of Mangrove | (1,490) |
Foreign exchange adjustment to goodwill | 67 |
Goodwill, Balance | $ 107,557 |
NOTE 5 - GOODWILL AND OTHER I_5
NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS (Details) - Schedule of Intangible Assets - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Asset, Weighted Average Amortization Period | 7 years 109 days | 8 years 292 days |
Intangible Asset, Gross | $ 102,953 | $ 53,481 |
Intangible Asset, Accumulated Amortization | (27,130) | (19,927) |
Intangible Asset, Net | $ 75,823 | $ 33,554 |
Developed Technology Rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Asset, Weighted Average Amortization Period | 6 years | 6 years 255 days |
Intangible Asset, Gross | $ 14,849 | $ 11,925 |
Intangible Asset, Accumulated Amortization | (6,513) | (5,010) |
Intangible Asset, Net | $ 8,336 | $ 6,915 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Asset, Weighted Average Amortization Period | 7 years 146 days | 9 years 6 months |
Intangible Asset, Gross | $ 81,030 | $ 37,096 |
Intangible Asset, Accumulated Amortization | (18,252) | (13,142) |
Intangible Asset, Net | $ 62,778 | $ 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 | (853) | (761) |
Intangible Asset, Net | $ 0 | $ 92 |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Asset, Weighted Average Amortization Period | 9 years 328 days | 10 years 146 days |
Intangible Asset, Gross | $ 5,199 | $ 2,915 |
Intangible Asset, Accumulated Amortization | (1,142) | (884) |
Intangible Asset, Net | $ 4,057 | $ 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 | (370) | (130) |
Intangible Asset, Net | $ 652 | $ 562 |
NOTE 5 - GOODWILL AND OTHER I_6
NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS (Details) - Schedule of Expected Amortization Expense - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Schedule of Expected Amortization Expense [Abstract] | ||
2018 (October to December) | $ 2,838 | |
2,019 | 10,835 | |
2,020 | 9,999 | |
2,021 | 9,533 | |
2,022 | 9,207 | |
2,023 | 8,009 | |
Thereafter | 24,417 | |
Total | 74,838 | |
Developed Technology not yet in service | 985 | |
Net Intangible Assets | $ 75,823 | $ 33,554 |
NOTE 6 - NOTES PAYABLE (Details
NOTE 6 - NOTES PAYABLE (Details) - USD ($) $ in Thousands | Mar. 29, 2018 | Mar. 31, 2014 | Sep. 30, 2018 | Dec. 31, 2017 |
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. | |||
Line of Credit [Member] | Wells Fargo Bank, N.A. [Member] | ||||
NOTE 6 - NOTES PAYABLE (Details) [Line Items] | ||||
Long-term Line of Credit | $ 0 | $ 0 | ||
Line of Credit Facility, Remaining Borrowing Capacity | 5,000 | |||
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 | |||
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. | |||
Line of Credit [Member] | Amendment Credit Agreement with Wells Fargo Bank, N.A. [Member] | ||||
NOTE 6 - NOTES PAYABLE (Details) [Line Items] | ||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 5,000 | $ 5,000 | ||
Debt Instrument, Covenant Compliance | As of September 30, 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. | |||
Notes Payable to Banks [Member] | Wells Fargo Bank, N.A. [Member] | ||||
NOTE 6 - NOTES PAYABLE (Details) [Line Items] | ||||
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●$1,313 beginning on June 30, 2021 and the last day of each fiscal quarter thereafter, plus an additional amount equal to 1.25% of the principal amount of all delayed draw term loans. | |||
Debt Instrument, Maturity Date | May 25, 2022 | |||
Debt Instrument, Covenant Description | ●amends our leverage ratio covenant to increase the maximum ratio to  6.50:1 at March 31, 2018 and June 30, 2018, 6.00:1 at September 30, 2018 and December 31, 2018 and then stepping down each quarter-end thereafter;●amends our fixed charge coverage ratio to be not less than 1.25:1 at March 31, 2018 and each quarter-end thereafter; and●removes the TTM recurring revenue covenant. |
NOTE 6 - NOTES PAYABLE (Detail
NOTE 6 - NOTES PAYABLE (Details) - Schedule of Debt - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
NOTE 6 - NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | ||
Balance | $ 116,640 | $ 78,097 |
Short-term notes payable | 5,374 | 8,895 |
Long-term notes payable | $ 111,266 | 69,202 |
Notes Payable, Other Payables [Member] | ||
NOTE 6 - NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | ||
Maturity | 10/1/2019 - 5/25/2022 | |
Stated Interest Rate | 2.00% - 3.50% | |
Balance | $ 12,164 | 9,847 |
Notes Payable to Banks [Member] | Wells Fargo Syndicated Partner [Member] | ||
NOTE 6 - NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | ||
Maturity | 5/25/2022 | |
Stated Interest Rate | 10.55% | |
Balance | $ 52,238 | 34,125 |
Notes Payable to Banks [Member] | Wells Fargo Bank, N.A. [Member] | ||
NOTE 6 - NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | ||
Maturity | 5/25/2022 | |
Stated Interest Rate | 5.55% | |
Balance | $ 52,238 | $ 34,125 |
NOTE 6 - NOTES PAYABLE (Deta_2
NOTE 6 - NOTES PAYABLE (Details) - Schedule of Debt And Debt Issuance Costs - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Schedule of Debt And Debt Issuance Costs [Abstract] | ||
Notes payable, current portion | $ 5,374 | $ 8,895 |
Notes payable, current portion | (872) | 0 |
Notes payable, current portion | 4,502 | 8,895 |
Notes payable, net of current portion | 111,266 | 69,202 |
Notes payable, net of current portion | (2,700) | (2,229) |
Notes payable, net of current portion | 108,566 | 66,973 |
Total Notes Payable | 116,640 | 78,097 |
Total Notes Payable | (3,572) | (2,229) |
Total Notes Payable | $ 113,068 | $ 75,868 |
NOTE 6 - NOTES PAYABLE (Deta_3
NOTE 6 - NOTES PAYABLE (Details) - Schedule of Maturities of Long-term Debt - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Schedule of Maturities of Long-term Debt [Abstract] | ||
December 31, 2018 (October to December) | $ 633 | |
December 31, 2019 | 6,026 | |
December 31, 2020 | 5,197 | |
December 31, 2021 | 8,151 | |
December 31, 2022 | 96,633 | |
Gross Notes Payable | $ 116,640 | $ 78,097 |
NOTE 6 - NOTES PAYABLE (Deta_4
NOTE 6 - NOTES PAYABLE (Details) - Schedule of Applicable Margin Rates - Amendment Credit Agreement with Wells Fargo Bank, N.A. [Member] | 9 Months Ended |
Sep. 30, 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 Custo_2
NOTE 7 - Contracts with Customers (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Revenue from Contract with Customer [Abstract] | ||
Contract with Customer, Asset, Accumulated Allowance for Credit Loss | $ 706 | $ 425 |
Contract with Customer, Asset, Net | 15,878 | 12,032 |
Deferred Sales Commission | 3,371 | $ 636 |
Amortization of Deferred Sales Commissions | 251 | |
Deferred Revenue | 2,483 | |
Revenue, Remaining Performance Obligation, Amount | $ 54,651 | |
Revenue, Remaining Performance Obligation, Percentage | 51.00% | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 12 months |
NOTE 8 - SHARE BASED COMPENSA_2
NOTE 8 - SHARE BASED COMPENSATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
NOTE 8 - SHARE BASED COMPENSATION (Details) [Line Items] | ||||
Share-based Compensation | $ 363 | $ 138 | $ 887 | $ 363 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period (in Shares) | 2,000 | 51,000 | ||
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 _3
NOTE 9 - OTHER COMPREHENSIVE LOSS (Details) - Schedule of Accumulated Other Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2018 | Sep. 30, 2018 | |
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 | (746) | |
Other comprehensive loss before reclassifications | (746) | |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | |
Net current-period other comprehensive loss | (746) | |
Net current-period other comprehensive loss | $ (312) | (746) |
Ending balance, September 30, 2018 | (809) | (809) |
Ending balance, September 30, 2018 | $ (809) | $ (809) |
NOTE 9 - OTHER COMPREHENSIVE _4
NOTE 9 - OTHER COMPREHENSIVE LOSS (Details) - Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Comprehensive Income (Loss) [Abstract] | ||||
Foreign currency translation adjustments | $ (211) | $ (645) | ||
Foreign currency translation adjustments | 0 | 0 | ||
Foreign currency translation adjustments | (211) | $ (6) | (645) | $ (63) |
Unrealized net losses | (101) | (101) | ||
Unrealized net losses | (101) | $ 0 | (101) | $ 0 |
Other comprehensive loss | (312) | (746) | ||
Other comprehensive loss | 0 | 0 | ||
Other comprehensive loss | $ (312) | $ (746) |
NOTE 10 - NET LOSS PER SHARE (D
NOTE 10 - NET LOSS PER SHARE (Details) - shares | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,568,000 | 1,568,000 | 904,000 |
NOTE 10 - NET LOSS PER SHARE _2
NOTE 10 - NET LOSS PER SHARE (Details) - Components of Earnings Per Share, Basic and Diluted - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Components of Earnings Per Share, Basic and Diluted [Abstract] | ||||
Net income (loss) (in Dollars) | $ (3,584) | $ (1,281) | $ (9,277) | $ (4,177) |
Weighted-average shares of common stock outstanding | 15,223,000 | 12,418,000 | 13,591,000 | 10,355,000 |
Dilutive effect of employee stock options | 0 | 0 | 0 | 0 |
Weighted average shares for diluted net income (loss) per share | 15,223,000 | 12,418,000 | 13,591,000 | 10,355,000 |
Basic net income (loss) per share (in Dollars per share) | $ (0.24) | $ (0.10) | $ (0.68) | $ (0.40) |
Diluted net income (loss) per share (in Dollars per share) | $ (0.24) | $ (0.10) | $ (0.68) | $ (0.40) |