Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 08, 2021 | Jun. 30, 2020 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 0-20008 | ||
Entity Registrant Name | ASURE SOFTWARE, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 74-2415696 | ||
Entity Address, Address Line One | 3700 N Capital of TX Hwy | ||
Entity Address, Address Line Two | Suite 350 | ||
Entity Address, City or Town | Austin | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 78746 | ||
City Area Code | 512 | ||
Local Phone Number | 437-2700 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 93,670,575 | ||
Entity Common Stock, Shares Outstanding | 19,016,972 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive Proxy Statement relating to its 2021 Annual Meeting of Shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. Such Proxy Statement, or an amendment to this report containing the Items comprising Part III, will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates. | ||
Amendment Flag | false | ||
Entity Central Index Key | 0000884144 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Common Stock, $0.01 par value | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common Stock, $0.01 par value | ||
Trading Symbol | ASUR | ||
Security Exchange Name | NASDAQ | ||
Series A Junior Participating Preferred Share Purchase Rights | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Series A Junior Participating Preferred Share Purchase Rights | ||
No Trading Symbol Flag | true |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 28,577 | $ 28,826 |
Accounts and note receivable, net of allowance for doubtful accounts of $771 and $904 at December 31, 2020 and December 31, 2019, respectively | 4,852 | 4,808 |
Inventory | 449 | 656 |
Prepaid expenses and other current assets | 3,284 | 8,551 |
Total current assets before funds held for clients | 37,162 | 42,841 |
Funds held for clients | 321,069 | 126,625 |
Total current assets | 358,231 | 169,466 |
Property and equipment, net | 8,281 | 7,867 |
Goodwill | 73,958 | 68,697 |
Intangible assets, net | 64,552 | 63,850 |
Operating lease assets, net | 6,450 | 6,963 |
Other assets | 3,951 | 3,224 |
Total assets | 515,423 | 320,067 |
Current liabilities: | ||
Current portion of notes payable | 12,310 | 2,571 |
Accounts payable | 1,288 | 1,736 |
Accrued compensation and benefits | 2,916 | 3,424 |
Operating lease liabilities, current | 1,833 | 1,575 |
Other accrued liabilities | 1,380 | 6,556 |
Contingent purchase obligation | 3,880 | 0 |
Deferred revenue | 5,838 | 5,500 |
Total current liabilities before client fund obligations | 29,445 | 21,362 |
Client fund obligations | 320,578 | 130,250 |
Total current liabilities | 350,023 | 151,612 |
Long-term liabilities: | ||
Deferred revenue | 111 | 322 |
Deferred tax liability | 888 | 336 |
Notes payable, net of current portion and debt issuance cost | 12,225 | 24,142 |
Operating lease liabilities, noncurrent | 5,366 | 5,937 |
Other liabilities | 1,157 | 139 |
Total long-term liabilities | 19,747 | 30,876 |
Total liabilities | 369,770 | 182,488 |
Commitments and Contingencies (Notes 2 and 15) | ||
Stockholders’ equity: | ||
Preferred stock, $.01 par value; 1,500 shares authorized; none issued or outstanding | 0 | 0 |
Common stock, $.01 par value; 44,000 and 22,000 shares authorized; 19,354 and 16,098 shares issued, 18,970 and 15,714 shares outstanding at December 31, 2020 and December 31, 2019, respectively | 193 | 161 |
Treasury stock at cost, 384 shares at December 31, 2020 and December 31, 2019 | (5,017) | (5,017) |
Additional paid-in capital | 419,827 | 396,102 |
Accumulated deficit | (269,954) | (253,642) |
Accumulated other comprehensive loss | 604 | (25) |
Total stockholders’ equity | 145,653 | 137,579 |
Total liabilities and stockholders’ equity | $ 515,423 | $ 320,067 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts (in Dollars) | $ 771 | $ 904 |
Preferred stock par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 1,500,000 | 1,500,000 |
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 | 44,000,000 | 22,000,000 |
Common stock, shares issued | 19,354,000 | 16,098,000 |
Common stock, shares outstanding | 18,970,000 | 15,714,000 |
Treasury stock, shares | 384,000 | 384,000 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | ||
Total revenue | $ 65,507 | $ 73,150 |
Cost of sales | 27,414 | 29,836 |
Gross profit | 38,093 | 43,314 |
Operating expenses | ||
Selling, general and administrative | 36,340 | 41,535 |
Research and development | 5,959 | 5,351 |
Amortization of intangible assets | 9,547 | 11,765 |
Impairment of goodwill | 0 | 35,060 |
Total operating expenses | 51,846 | 93,711 |
Loss from operations | (13,753) | (50,397) |
Interest expense and other, net | (2,221) | (16,005) |
Loss from continuing operations before income taxes | (15,974) | (66,402) |
Income tax expense (benefit) | 337 | (24,111) |
Loss from continuing operations | (16,311) | (42,291) |
Discontinued operations (Note 12) | ||
Gain on disposal of discontinued operations | 0 | 94,293 |
Income from operations of discontinued operations | 0 | 3,498 |
Income tax expense | 0 | (25,499) |
Gain on discontinued operations, net of taxes | 0 | 72,292 |
Net income (loss) | (16,311) | 30,001 |
Other comprehensive income (loss): | ||
Change in unrealized gain on available for sale securities | 629 | 6 |
Foreign currency translation loss | 0 | (597) |
Comprehensive income (loss) | $ (15,682) | $ 29,410 |
Basic and diluted loss per share from continuing operations | ||
Basic (in Dollars per share) | $ (1.03) | $ (2.73) |
Diluted (in Dollars per share) | (1.03) | (2.73) |
Basic and diluted net income (loss) per share | ||
Basic (in Dollars per share) | (1.03) | 1.93 |
Diluted (in Dollars per share) | $ (1.03) | $ 1.93 |
Weighted average basic and diluted shares | ||
Basic (in Shares) | 15,910,000 | 15,511,000 |
Diluted (in Shares) | 15,910,000 | 15,511,000 |
Recurring | ||
Revenue | ||
Total revenue | $ 63,315 | $ 70,066 |
Professional services, hardware and other | ||
Revenue | ||
Total revenue | $ 2,192 | $ 3,084 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Treasury Stock | Additional Paid- in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
BALANCE (in shares) at Dec. 31, 2018 | 15,282,000 | |||||
BALANCE at Dec. 31, 2018 | $ 102,518 | $ 157 | $ (5,017) | $ 391,927 | $ (283,643) | $ (906) |
Stock issued upon option exercise and vesting of restricted stock units (in shares) | 204,000 | |||||
Stock issued upon option exercise and vesting of restricted stock units | 848 | $ 2 | 846 | |||
Share based compensation | 2,268 | 2,268 | ||||
Stock issued under the employee stock purchase plan (in shares) | 105,000 | |||||
Stock issued under the employee stock purchase plan | 508 | $ 1 | 507 | |||
Stock issued upon acquisition (in shares) | 123,000 | |||||
Stock issued upon acquisition | 555 | $ 1 | 554 | |||
Net income (loss) | 30,001 | 30,001 | ||||
Disposal of discontinued operations | 1,472 | 1,472 | ||||
Other comprehensive income | (591) | (591) | ||||
BALANCE (in shares) at Dec. 31, 2019 | 15,714,000 | |||||
BALANCE at Dec. 31, 2019 | $ 137,579 | $ 161 | (5,017) | 396,102 | (253,642) | (25) |
Stock issued upon option exercise and vesting of restricted stock units (in shares) | 130,000 | 207,000 | ||||
Stock issued upon option exercise and vesting of restricted stock units | $ 729 | $ 2 | 727 | |||
Share based compensation | 2,365 | 2,365 | ||||
Stock issued under the employee stock purchase plan (in shares) | 59,000 | |||||
Stock issued under the employee stock purchase plan | 292 | 292 | ||||
Shares issued, net of issuance cost (in shares) | 2,990,000 | |||||
Shares issued, net of issuance costs | 20,371 | $ 30 | 20,341 | |||
Net income (loss) | (16,311) | (16,311) | ||||
Other comprehensive income | 629 | 629 | ||||
BALANCE (in shares) at Dec. 31, 2020 | 18,970,000 | |||||
BALANCE at Dec. 31, 2020 | $ 145,654 | $ 193 | $ (5,017) | $ 419,827 | $ (269,953) | $ 604 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (16,311) | $ 30,001 |
Adjustments to reconcile net income (loss) to net cash used in operations: | ||
Depreciation and amortization | 16,169 | 18,165 |
Impairment of goodwill | 0 | 35,060 |
Amortization of debt financing costs and discount | 395 | 1,462 |
Provision for doubtful accounts | 372 | 446 |
Provision (benefit) from deferred income taxes | 551 | (1,193) |
Loss (gain) on extinguishment of debt | (138) | 2,808 |
Gain on sale of discontinued operations | 0 | (94,293) |
Share-based compensation | 2,365 | 2,268 |
Loss on disposals of fixed assets | 59 | 62 |
Change in fair value of contingent purchase consideration | 1,135 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,118 | (1,446) |
Inventory | 11 | (1,581) |
Prepaid expenses and other assets | (911) | (3,113) |
Accounts payable | (448) | (3,174) |
Accrued expenses and other long-term obligations | (4,596) | 5,649 |
Operating lease liabilities | (1,606) | (900) |
Deferred revenue | 128 | 5,662 |
Net cash used in operating activities | (1,707) | (4,117) |
Cash flows from investing activities: | ||
Proceeds from sale of discontinued operations | 0 | 118,206 |
Acquisitions, net of cash acquired | (13,141) | (7,443) |
Purchases of property and equipment | (857) | (1,017) |
Software capitalization costs | (2,780) | (3,824) |
Net change in funds held for clients | (184,356) | (20,290) |
Net cash provided by (used in) investing activities | (201,134) | 85,632 |
Cash flows from financing activities: | ||
Proceeds from notes payable | 8,856 | 28,636 |
Payments of notes payable | (12,234) | (118,421) |
Proceeds from revolving line of credit | 0 | 10,231 |
Payments of revolving line of credit | 0 | (10,312) |
Debt financing fees | (245) | (1,539) |
Payments of finance leases | 0 | (102) |
Net proceeds from issuance of common stock | 21,392 | 820 |
Net change in client fund obligations | 184,823 | 22,669 |
Net cash provided by (used in) financing activities | 202,592 | (68,018) |
Effect of foreign exchange rates | 0 | (115) |
Net increase (decrease) in cash and cash equivalents | (249) | 13,382 |
Cash and cash equivalents at beginning of period | 28,826 | 15,444 |
Cash and cash equivalents at end of period | 28,577 | 28,826 |
Cash paid for: | ||
Interest | 1,029 | 8,897 |
Income taxes | 3,662 | 126 |
Non-cash Investing and Financing Activities: | ||
Notes issued in connection with acquisition | 1,177 | 0 |
Contingent purchase consideration | 2,745 | 0 |
Equity issued in connection with acquisitions | $ 0 | $ 555 |
THE COMPANY
THE COMPANY | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company | THE COMPANY Asure Software, Inc., (“Asure”, the “Company”, “we” and “our”), a Delaware corporation, is a leading provider of cloud-based Human Capital Management (“HCM”) software solutions and, until its divestiture in December 2019, Workspace Management software solutions. We help small and mid-sized companies grow by helping them build better teams with skills that get them to the next level, stay compliant with ever changing federal, state, and local tax jurisdictions and labor laws, and better allocate cash so they can spend their financial capital on growing their business rather than back-office overhead expenses. Asure’s Human Capital Management suite, named Asure HCM, includes cloud-based Payroll & Tax, HR, and Time & Attendance software as well as HR Services ranging from HR projects to completely outsourcing payroll and HR staff. We also offer these products and services through our network of reseller partners. Our platform vision is to help clients grow their business and become the most trusted HCM resource to entrepreneurs everywhere. Our product strategy is driven by three primary challenges that prevent businesses from growing: HR complexity, allocation of both human and financial capital, and the ability to build great teams. The Asure HCM suite includes four product lines: Asure Payroll&Tax, Asure HR, Asure Time&Attendance, and Asure HRServices. We develop, market, sell and support our offerings nationwide through our principal office in Austin, Texas and from our processing hubs in California, Tennessee, Nebraska, New York, Florida, Vermont, and Washington. In December 2020, we completed an underwritten public offering of 2,990,000 shares of our common stock at a public offering price of $7.25. We realized gross proceeds of approximately $21,700 before deducting underwriting discounts and estimated offering expenses. Following this offering, we have approximately $111,760 available under our shelf registration statement on Form S-3. In July 2020, we acquired certain assets of a payroll tax business. The initial purchase price for the assets was $4,250, which we paid for in cash at closing. The seller will be paid additional consideration for the assets based on the trailing twelve-month revenue from the acquired assets at each of April 30, 2021 and October 31, 2021. Subject to any disagreement as to the calculation of the contingent purchase consideration, payments for contingent purchase consideration, if any, will be made by May 30, 2021 and December 30, 2021. In December 2019, we completed the sale of the assets of our Workspace Management business for an aggregate purchase price of approximately $121,500 in cash. We used the proceeds to pay down debt owed to our senior lender. In July 2020, we finalized our working capital adjustment and received escrow funds of $1,687. For further information regarding the transaction, see Note 12 to the accompanying consolidated financial statements. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION We have prepared our consolidated financial statements in accordance with U.S. generally accepted accounting principles and have included the accounts of our wholly owned subsidiaries. We have eliminated all significant intercompany transactions and balances in consolidation. SEGMENTS The chief operating decision maker is Asure’s Chief Executive Officer who reviews financial information presented on a company-wide basis. Accordingly, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 280, we determined that the Company has a single reporting segment and operating unit structure. USE OF ESTIMATES Preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are subjective in nature and involve judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at fiscal year-end and the reported amounts of revenues and expenses during the reporting period. The more significant estimates made by management include the valuation allowance for the gross deferred tax assets, useful lives of fixed assets, the determination of the fair value of its long-lived assets, and the fair value of assets acquired and liabilities assumed during acquisitions. We base our estimates on historical experience and on various other assumptions the Company's management believes reasonable under the given circumstances. These estimates could be materially different under different conditions and assumptions. Additionally, the actual amounts could differ from the estimates made. Management periodically evaluates estimates used in the preparation of the consolidated financial statements for continued reasonableness. We make appropriate adjustments, if any, to the estimates used prospectively based upon such periodic evaluation. CONTINGENCIES Although we have been, and in the future may be, the defendant or plaintiff in various actions arising in the normal course of business, as of December 31, 2020, we were not party to any pending legal proceedings. SIGNIFICANT RISKS AND UNCERTAINTIES The COVID-19 pandemic has resulted in a global economic slowdown and disruptions that have and could continue to negatively impact our business. The pandemic and numerous measures implemented to contain the virus such as business shutdowns, shelter-in-place orders and travel bans and restrictions have caused businesses, especially small and medium sized businesses some of whom are our customers, to reduce headcount or cease operations as customer demand decreased. Given the economic slowdown and other risks and uncertainties associated with the pandemic, we expect that our business, financial condition, results of operations and growth prospects will be adversely affected in the future. Our business is impacted by employment levels as we have contracts that charge clients on a per-employee basis. In addition, the conditions caused by the COVID-19 pandemic could adversely affect our customers’ ability or willingness to purchase our offerings, delay prospective customers’ purchasing decisions, delay the provisioning of our offerings, lengthen payment terms, reduce the value or duration of customer subscription contracts, or affect attrition rates, all of which could adversely affect our future sales, operating results and overall financial performance. The duration and extent of the impact from the COVID-19 pandemic depends on future developments that cannot be accurately predicted at this time, such as the severity and transmission rate of the virus, the extent and effectiveness of containment actions and the impact of these and other factors on our employees, customers, partners and vendors. If we are not able to respond to and manage the impact of such events effectively, our business will be harmed. RECLASSIFICATION Certain amounts in the prior period financial statements have been reclassified to conform to the presentation of the current period financial statements. These reclassifications had no effect on the previously reported net income. 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 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. FUNDS HELD FOR CLIENTS Funds held for clients represent assets that are held for the purposes of satisfying the obligations to remit funds relating to the Company’s payroll and payroll tax filing services and are classified as client fund obligations on our consolidated balance sheets. Funds held for clients are held in demand deposit or brokerage accounts at financial institutions and are classified as a current asset on our consolidated balance sheets. Client fund obligations represent the Company’s contractual obligations to remit funds to satisfy clients’ payroll and tax payment obligations and are recorded on the consolidated balance sheets at the time that the Company impounds funds from clients. The client fund obligations represent liabilities that will be repaid within one year of the balance sheet date. The Company has reported client fund obligations as a current liability on the consolidated balance sheets. As part of the previously identified material weakness which we have subsequently remediated, the Company recovered approximately $4,290 in funds and insurance proceeds. The Company recognized $3,961 of these funds as receivables in other assets on the consolidated balance sheets at December 31, 2019 with an offsetting liability in client fund obligations. The Company collected the full $4,290 during the first quarter of 2020 and has since disbursed $482 of these funds resulting in a segregated $3,808 in funds held for clients with an offsetting liability in client fund obligations at December 31, 2020. FAIR VALUE OF FINANCIAL INSTRUMENTS We apply the authoritative guidance on fair value measurements for financial assets and liabilities that are measured at fair value on a recurring basis, and non-financial assets and liabilities such as goodwill, intangible assets and property and equipment that are measured at fair value on a non-recurring basis. CONCENTRATION OF CREDIT RISK We grant credit to customers in the ordinary course of business. We limit concentrations of credit risk related to our trade accounts receivable due to our large number of customers, including third-party resellers, and their dispersion across several industries and geographic areas. We perform ongoing credit evaluations of our customers and maintain reserves for potential credit losses. We require advanced payments or secured transactions when deemed necessary. We review potential customers’ credit ratings to evaluate customers’ ability to pay an obligation within the payment term, which is usually net thirty days. If we receive reasonable assurance of payment and know of no barriers to legally enforce the payment obligation, we may extend credit to customers. We place accounts on “Credit Hold” if a placed order exceeds the credit limit or sooner if circumstances warrant. We follow our credit policy consistently and routinely monitor our delinquent accounts for indications of collectability. ALLOWANCE FOR DOUBTFUL ACCOUNTS We maintain an allowance for doubtful accounts at an amount we estimate to be sufficient to provide adequate protection against losses resulting from extending credit to our customers. We base this allowance, in the aggregate, on historical collection experience, age of receivables and general economic conditions. The allowance for doubtful accounts also considers the need for specific customer reserves based on the customer’s payment experience, credit worthiness and age of receivable balances. Our bad debts have not been material and have been within management expectations. INVENTORY Inventory consists of finished goods and is stated at the lower of cost or net realizable value, cost being determined using the first-in, first-out method. Inventory includes a full range of biometric and card recognition clocks that we sell as part of our Asure Time&Attendance solutions. We routinely assess our on-hand inventory for timely identification and measurement of obsolete, slow-moving or otherwise impaired inventory. PROPERTY AND EQUIPMENT We record property and equipment, including software, furniture and equipment, at cost less accumulated depreciation. We record depreciation using the straight-line method over the estimated economic useful lives of the assets, which range from two term or over the life of the respective assets, as applicable. We recognize gains or losses related to retirements or disposition of fixed assets in the period incurred. We expense repair and maintenance costs as incurred. We periodically review the estimated economic useful lives of our property and equipment and make adjustments, if necessary, according to the latest information available. BUSINESS COMBINATIONS We have accounted for our acquisitions using the acquisition method of accounting based on ASC 805— Business Combinations , which requires recognition and measurement of all identifiable assets acquired and liabilities assumed at their full fair value as of the date we obtain control. We have determined the fair value of assets acquired and liabilities assumed based upon our estimates of the fair values of assets acquired and liabilities assumed in the acquisitions. Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired. While we have used our best estimates and assumptions to measure the fair value of the identifiable assets acquired and liabilities assumed at the acquisition date, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, not to exceed one year from the date of acquisition, any changes in the estimated fair values of the net assets recorded for the acquisitions will result in an adjustment to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, we record any subsequent adjustments to our consolidated statements of comprehensive loss. GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired in a business combination. We test goodwill for impairment on an annual basis in the fourth fiscal quarter of each year, and between annual tests if indicators of potential impairment exist, by first assessing qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. On January 1, 2019, we early adopted Accounting Standards Update ("ASU") No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ("ASU 2017-04"). Under ASU 2017-04, an impairment charge is based on the excess of a reporting unit's carrying amount over its fair value. In 2019, we recognized an impairment loss on goodwill. See Notes 4 and 5 for additional information regarding goodwill. We amortize intangible assets not considered to have an indefinite useful life using the straight-line method over their useful lives. We currently amortize our acquired intangible assets with definite lives over periods ranging from one IMPAIRMENT OF LONG-LIVED ASSETS Long-lived assets, including intangible assets with definite lives, are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the estimated fair value of the asset. We have determined that there was no impairment of long-lived assets including intangible assets with definite lives, for the year ended December 31, 2020. ORIGINAL ISSUE DISCOUNTS We recognize original issue discounts, when incurred on the issuance of debt, as a reduction of the current loan obligations that we amortize to interest expense over the life of the related indebtedness using the effective interest rate method. We record the amortization as interest expense – amortization of OID in the Consolidated Statements of Comprehensive Loss. At the time of any repurchases or retirements of related debt, we write off the remaining amount of net original issue discounts and include them in the calculation of gain or loss on extinguishment in the consolidated statements of comprehensive loss. REVENUE RECOGNITION Our revenue consists 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. The terms of our contracts with customers range from month to month for some Asure HCM direct clients to longer terms ranging from one to three years, some of which are renewable for successive terms. 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 Recurring 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 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 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 SaaS/software, 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 ADVERTISING COSTS We expense advertising costs as we incur them. Advertising expenses were $34 and $64 for the years ended December 31, 2020 and 2019, respectively. We recorded these expenses as part of sales and marketing expenses on our Consolidated Statements of Comprehensive Loss. LEASE OBLIGATIONS At the commencement date of a lease, we recognize a liability to make lease payments and an asset representing the right-of-use underlying asset during the lease term. The lease liability is measured at the present value of lease payments over the lease term. As our leases typically do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date taking into consideration necessary adjustments for collateral, depending on the facts and circumstances of the lessee and the leased asset, and term to match the lease term. The operating lease asset is measured at cost, which includes the initial measurement of the lease liability and initial direct costs incurred by the Company and excludes lease incentives. Operating lease assets and liabilities as shown separately in our consolidated balance sheets. Lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Operating lease costs are recognized on a straight-line basis over the lease term. Lease agreements that contain both lease and non-lease components are generally accounted for separately. INCOME TAXES We account for income taxes using the liability method under ASC 740, Accounting for Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events included in the financial statements. Under the liability method, we determine deferred tax assets and liabilities based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect in the years in which we expect the differences to reverse. We reduce deferred tax assets by a valuation allowance when it is more likely than not that we will not realize some component or all of the deferred tax assets. SHARE BASED COMPENSATION We estimate the fair value of each award granted from our stock option plan at the date of grant using the Black-Scholes option pricing model. The fair value is recognized as expense over the service period, net of estimated forfeitures, using the straight-line method. The estimation of share-based awards that will ultimately vest requires judgment, and, to the extent actual results or updated estimates differ from current estimates, such amounts will be recorded as a cumulative adjustment in the period estimates are revised. We primarily consider historical experience when estimating expected forfeitures. RECENT ACCOUNTING PRONOUNCEMENTS Recently Adopted Standards The FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820). The new guidance modifies disclosure requirements related to fair value measurement. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Implementation on a prospective or retrospective basis varies by specific disclosure requirements. The adoption of this guidance did not have a material impact on our consolidated financial statements. The FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40). The new guidance reduces complexity for the accounting for costs of implementing a cloud computing service arrangement and aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The adoption of this guidance did not have a material impact on our consolidated financial statements. Standards Yet to Be Adopted The FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes, in December 2019. ASU 2019-12 eliminates certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. ASU 2019-12 is effective for fiscal years beginning after December |
INVESTMENTS AND FAIR VALUE MEAS
INVESTMENTS AND FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
INVESTMENTS AND FAIR VALUE MEASUREMENTS | INVESTMENTS AND FAIR VALUE MEASUREMENTS At December 31, 2020 and 2019, $25,919 and $24,136, respectively, of funds held for clients were invested in available-for-sale securities consisting of government and commercial bonds, including mortgage backed securities. As of December 31, 2020 and 2019, we also had $63,999 and $48,500, respectively, of funds held for clients invested in money market funds and other cash equivalents. Cash equivalents as of December 31, 2020 and December 31, 2019 was not material. Investments classified as available-for-sale consisted of the following: Amortized Gross Unrealized Gains (1) Gross Unrealized Losses (1) Aggregate December 31, 2020: Funds Held for Clients (2) Certificates of deposit $ 7,370 $ 204 $ — $ 7,574 Corporate debt securities 9,415 297 (1) 9,711 Municipal bonds 7,531 103 (1) 7,633 US Government agency securities 500 1 — 501 Asset-backed securities 499 1 — 500 Total $ 25,315 $ 606 $ (2) $ 25,919 December 31, 2019: Funds Held for Clients (2) Certificates of deposit $ 8,828 $ 11 $ — $ 8,839 Corporate debt securities 6,883 6 (9) 6,880 Municipal bonds 6,383 6 (7) 6,382 US Government agency securities 1,000 — — 1,000 Asset-backed securities 1,067 — (32) 1,035 Total $ 24,161 $ 23 $ (48) $ 24,136 (1) Unrealized gains and losses on available-for-sale securities are included as a component of comprehensive loss. At December 31, 2020, there were 69 securities in an unrealized gain position and there were 2 securities in an unrealized loss position. These unrealized losses were less than $(1) individually and $(2) 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 December 31, 2020 and 2019, none of these securities were classified as cash and cash equivalents on the Company’s balance sheet. Expected maturities of available-for-sale securities as of December 31, 2020 are as follows: One year or less $ 5,507 After one year through five years 20,412 After five years through 10 years — After 10 years — $ 25,919 ASC 820, Fair Value Measurements and Disclosures defines fair value, establishes a framework for measuring fair value in U.S. generally accepted accounting principles and expands disclosures about fair value measurements. 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 assets or liabilities; Level 2: Quoted prices in active markets for similar assets or liabilities; quoted prices in markets that are not active for identical or similar assets or liabilities; and model-driven valuations whose significant inputs are observable; and Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The following table presents the fair value hierarchy for our financial assets measured at fair value on a recurring basis as of December 31, 2020 and December 31, 2019, respectively: Fair Value Measure at December 31, 2020 Total Carrying Value at December 31, 2020 Quoted Significant Significant Assets: Cash and cash equivalents Money market funds $ 5,204 $ 5,204 $ — $ — Funds held for clients Money market funds 63,999 63,999 — — Available-for-sale securities 25,919 — 25,919 — Total $ 95,122 $ 69,203 $ 25,919 $ — Liabilities: Contingent purchase consideration $ 3,880 $ — $ — $ 3,880 Total $ 3,880 $ — $ — $ 3,880 Fair Value Measure at December 31, 2019 Total Carrying Value at December 31, 2019 Quoted Significant Significant Assets: Funds held for clients Money market funds $ 48,500 $ 48,500 $ — $ — Available-for-sale securities 24,136 — 24,136 — Total $ 72,636 $ 48,500 $ 24,136 $ — Other Financial Assets and Liabilities Financial assets and liabilities with carrying amounts approximating fair value include cash and cash equivalents, trade accounts receivable, accounts payable, accrued expenses and other current liabilities. The carrying amount of these financial assets and liabilities approximates fair value because of their short maturities. Our line of credit and notes payable, including current portion, as of December 31, 2020, had a carrying value of $24,913. This carrying value approximates fair value. The fair value is based on interest rates that are currently available to us for issuance of debt with similar terms and remaining maturities. Our Level 3 balance is comprised of a contingent purchase obligation. This obligation is calculated using a Monte Carlo model that has significant unobservable inputs. We will revalue this obligation each quarter until it is paid. In July 2020, we acquired certain assets of a payroll tax business. The initial Purchase price for the assets was $4,250, which we paid for in cash at closing. The seller will be paid additional consideration for the assets based on the trailing twelve-month revenue at each of April 30, 2021 and October 31, 2021. Subject to any disagreement as to the calculation of the contingent purchase consideration, payments for contingent purchase consideration, if any, will be made by May 30, 2021 and December 30, 2021. For the initial measurement, we utilized a Monte Carlo simulation to determine the fair value of the contingent purchase consideration. We utilized a discounted cash flow model to determine if an adjustment was required at December 31, 2020. There was a $1,135 adjustment to the fair value of the contingent consideration at December 31, 2020. Balance at January 1, 2020 $ — Purchase 2,745 Net realized / unrealized losses 1,135 Balance at December 31, 2020 $ 3,880 |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2020 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | ACQUISITIONS 2020 Acquisitions In January 2020, we acquired certain assets of a payroll business. The aggregate initial purchase price for the assets was $2,153 which included a cash payment of $1,724, which we paid for in cash at closing, a custodial account hold back of $99 and a promissory note of $330, with principal and interest due in April 2021. The Company accounted for this as an asset acquisition. In July 2020, we acquired certain assets of a payroll tax business. The initial purchase price for the assets was $4,250, which we paid for in cash at closing. The seller will be paid additional consideration for the assets based on the trailing twelve-month revenue from the acquired assets at each of April 30, 2021 and October 31, 2021. Subject to any disagreement as to the calculation of the contingent purchase consideration, payments for contingent purchase consideration, if any, will be made by May 30, 2021 and December 30, 2021. In December 2020, we acquired certain assets of two payroll businesses and an HR consulting business. The aggregate initial purchase price for the assets was $8,212, which included a cash payment of $7,365 at closing and promissory notes of $847, with principal and interest due in July 2022. Purchase Price Allocation Following is the purchase price allocation for the 2020 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 using the acquisition method of accounting and recognized assets and liabilities assumed at their fair value as of the dates of acquisitions. The $11,853 of intangible assets subject to amortization consist of $9,753 allocated to Customer Relationships, $2,000 for Developed Technology, and $100 for Trade Names. To value the Trade Names, we employed the relief from royalty method under the market approach. For the Customer Relationships and Developed Technology, we employed a form of the excess earnings method, which is a form of the income approach. 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. Total Cash & cash equivalents $ 196 Accounts receivable 48 Fixed assets 2 Funds held for clients 5,505 Goodwill 5,261 Intangibles 11,853 Total assets acquired $ 22,865 Client fund obligations $ 5,505 Total liabilities assumed 5,505 Net assets acquired $ 17,360 The following is a reconciliation of the purchase price to the fair value of net assets acquired at the date of acquisition: Total Purchase price $ 13,339 Notes payable 1,177 Custodial hold back 99 Adjustment to fair value of contingent liability 2,745 Fair value of net assets acquired $ 17,360 Contingent consideration In connection with the acquisition of certain assets of the payroll tax business in July 2020, 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 for the third quarter 2020. As of September 30, 2020, the third-party expert determined the value of the contingent consideration for the acquisition was $2,745 based on a Monte Carlo simulation model for fiscal 2020 to 2021. At December 31, 2020, we increased the amount to $3,880 based on a discounted cash flow model for fiscal 2020 to 2021. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | GOODWILL AND OTHER INTANGIBLE ASSETS We accounted for our historical acquisitions in accordance with ASC 805, Business Combinations . We recorded the amount exceeding the fair value of net assets acquired at the date of acquisition as goodwill. We recorded intangible assets apart from goodwill if the assets had contractual or other legal rights or if the assets could be separated and sold, transferred, licensed, rented or exchanged. Our goodwill relates to acquisitions from 2011 through 2020. In accordance with ASC 350, Intangibles-Goodwill and Other , we review and evaluate our long-lived assets, including intangible assets with finite lives, for impairment whenever events or changes in circumstances indicate that we may not recover their net book value. We test goodwill for impairment on an annual basis in the fourth fiscal quarter of each year, and between annual tests, if indicators of potential impairment exist, using a fair-value-based approach. We typically use an income method to estimate the fair value of these assets, which is based on forecasts of the expected future cash flows attributable to the respective assets. Significant estimates and assumptions inherent in the valuations reflect a consideration of other marketplace participants, and include the amount and timing of future cash flows (including expected growth rates and profitability). Estimates utilized in the projected cash flows include consideration of macroeconomic conditions, overall category growth rates, competitive activities, cost containment and margin expansion, Company business plans, the underlying product or technology life cycles, economic barriers to entry, a brand's relative market position and the discount rate applied to the cash flows. Unanticipated market or macroeconomic events and circumstances may occur, which could affect the accuracy or validity of the estimates and assumptions. During fiscal 2020, we determined that the estimated fair value of our reporting unit was greater than its carrying value. We determined this using the quantitative method. In addition, we also performed the income based approach discussed above and compared the market value of our common stock to our reporting unit’s carrying value noting its market value exceeded carrying value. Therefore, we had no impairment charge for 2020. During fiscal 2019, we determined that the estimated fair value of our reporting unit was less than its carrying value. Therefore, we compared the carrying value of the reporting unit to its fair value in order to determine if an impairment exists. In addition to performing the income based approach discussed above we compared the market value of our common stock to our reporting unit’s carrying value noting its carrying value exceeded market value. A non-cash, before-tax impairment charge of 35,060 was recognized to reduce the carrying amount of the goodwill to its estimated fair value as of December 31, 2019. There were no impairment indicators or triggering events during the first three quarters of 2019. The sale of our Workspace Management business in the fourth quarter led to an increase in the carrying value of the remaining business above its market value as of December 31, 2019. We believe the estimates and assumptions utilized in our impairment testing are reasonable and are comparable to those that would be used by other marketplace participants. However, actual events and results could differ substantially from those used in our valuations. To the extent such factors result in a failure to achieve the level of projected cash flows initially used to estimate fair value for purposes of establishing or subsequently impairing the carrying amount of goodwill and related intangible assets, we may need to record additional non-cash impairment charges in the future. We amortize intangible assets not considered to have an indefinite useful life using the straight-line method over their estimated period of benefit, which generally ranges from one The following table summarizes the changes in our goodwill: Balance at Balance at December 31, 2018 $ 99,108 Goodwill recognized upon acquisition 4,826 Adjustments to goodwill associated with acquisitions (177) Impairment loss (35,060) Balance at December 31, 2019 68,697 Goodwill recognized upon acquisition 5,261 Balance at December 31, 2020 $ 73,958 The gross carrying amount and accumulated amortization of our intangible assets as of December 31, 2020 and 2019 are as follows: Intangible Assets Weighted Average 2020 Gross Accumulated Net Developed Technology 6.6 $ 12,001 $ (7,608) $ 4,393 Customer Relationships 8.9 88,310 (28,898) 59,412 Reseller Relationships 7.0 853 (853) — Trade Names 3.0 880 (312) 568 Noncompete Agreements 5.2 1,032 (853) 179 8.5 $ 103,076 $ (38,524) $ 64,552 Intangible Assets Weighted Average 2019 Gross Accumulated Net Developed Technology 6.0 $ 10,001 $ (6,004) $ 3,997 Customer Relationships 8.9 78,558 (19,757) 58,801 Reseller Relationships 7.0 853 (853) — Trade Names 3.0 780 (78) 702 Noncompete Agreements 5.2 1,032 (682) 350 8.5 $ 91,224 $ (27,374) $ 63,850 We record amortization expense using the straight-line method over the estimated useful lives of the intangible assets, as noted above. Amortization expenses were $9,547 and $11,765 for 2020 and 2019, respectively, included in Operating Expenses. Amortization expenses recorded in Cost of Sales were $1,604 and $1,994 for 2020 and 2019, respectively. The following table summarizes the future estimated amortization expense relating to our intangible assets as of December 31, 2020 Year Ending 2021 $ 11,601 2022 11,068 2023 9,942 2024 9,682 2025 8,896 Thereafter 13,363 Total $ 64,552 |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTES PAYABLE The following table summarizes our outstanding debt as of December 31, 2020 and 2019: 1 Maturity Stated Interest Rate 2020 2019 Subordinated Notes Payable- acquisitions 1/1/2021 - 7/1/2022 2.00% - 3.00% $ 6,182 $ 7,185 PPP Loan - Pinnacle Bank 4/15/2022 1.00% 8,856 — Term Loan - Wells Fargo term loan 12/31/2024 5.25% 9,875 20,000 Total Notes Payable $ 24,913 $ 27,185 Short-term notes payable $ 12,388 $ 2,696 Long-term notes payable $ 12,525 $ 24,489 — (1) Information presented in this table, the table that immediately follows and the last table in this footnote includes principal and interest due under the terms of a promissory note with Pinnacle Bank. This loan was issued to us in connection with the Paycheck Protection Program pursuant to Title I of the Coronavirus Aid, Relief and Economic Security Act. Under the terms of the Paycheck Protection Program, the principal balance and interest due under the promissory note will be forgiven if we meet certain conditions related to the use of the loan proceeds. Under the terms of our promissory note with Pinnacle Bank, we would have been required to make payments on this promissory note in November 2020; however, the Small Business Administration issued guidance, prior to that date, that deferred all payments that would be owed on this loan until after the Small Business Administration makes a decision on our loan forgiveness application. While we expect that the entire loan will be forgiven, we cannot be certain that the Small Business Administration will grant forgiveness of our entire loan. If we do not receive forgiveness of our entire loan, we will be obligated to start making payments on the portion of the principal and interest that is not forgiven so that it will be fully repaid no later than April 15, 2022, unless we are able to negotiate new payment terms with Pinnacle Bank. We filed our initial application for forgiveness in December 2020, and completed our application in early February 2021. The following table summarizes the debt issuance costs as of December 31, 2020 and 2019: December 31, 2020 Gross Notes Payable Debt Issuance Costs Net Notes Payable Notes payable, current portion 1 $ 12,388 $ (78) $ 12,310 Notes payable, net of current portion 2 12,525 (300) 12,225 Total Notes Payable $ 24,913 $ (378) $ 24,535 (1) Net Notes Payable includes $6,866 of Gross Notes Payables and $0 Debt Issuance Cost and Debt Discount related to our PPP loan with Pinnacle Bank, all or a portion of which we expect will be forgiven and for which we are not obligated to make any payments until the Small Business Administration has made a decision regarding our application for loan forgiveness. (2) Net Notes Payable, includes $1,989 of Gross Notes Payables and $0 Debt Issuance Cost and Debt Discount related to our PPP loan with Pinnacle Bank, all or a portion of which we expect will be forgiven and for which we are not obligated to make payments until the Small Business Administration has made a decision regarding our application for loan forgiveness. December 31, 2019 Gross Notes Payable Debt Issuance Costs Net Notes Payable Notes payable, current portion $ 2,696 $ (125) $ 2,571 Notes payable, net of current portion 24,489 (347) 24,142 Total Notes Payable $ 27,185 $ (472) $ 26,713 The following table summarizes the future gross principal payments related to our outstanding debt as of December 31, 2020: Year Ending 2021 $ 12,388 2022 3,400 2023 500 2024 8,625 2025 — Gross Notes Payable $ 24,913 Senior Credit Facility - Wells Fargo N.A. 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. The Credit Agreement has been amended and restated multiple times, with the most recent amendment and restatement effective December 31, 2019. As described below, the Credit Agreement was also amended, but not restated, on August 10, 2020. Following the amendment and restatement on December 31, 2019, the Credit Agreement provided for $20,000 in term loans and a $10,000 revolver and provided for new applicable margin rates for determining the interest payable on loans and amended certain of our financial covenants, including adding a covenant based on achieving EBITDA of at least $3,750 for the three months ended March 31, 2020, $4,850 for the six months ended June 30, 2020 and $5,950 for the nine months ended September 30, 2020, which covenant was in lieu of a leverage covenant calculated at March 31, 2020, June 30, 2020 and September 30, 2020. On July 7, 2020, our senior lender identified certain events of default under our Credit Agreement and reserved their rights to pursue their remedies as a result of the events of default and issued a reservation of rights letter related to these events of default on July 10, 2020. The primary event of default that triggered the reservation of rights letter was our failure to achieve Minimum EBITDA of $3,750 for the first quarter ending March 31, 2020, as required under Section 7 of the Credit Agreement, which failure was a result of impacts to our business driven primarily by COVID-19. This covenant was set in December 31, 2019, before the Covid-19 pandemic and its possible effects on our business were known to our senior lender or us. The other events of default our lender identified were technical defaults resulting from the fact that we were either unaware that our senior lender was considering the failure to achieve Minimum EBITDA an event of default as of May 11, 2020 or because we were unaware that the senior lender was still requiring that we provide certain requested documents in connection with our banking relationship. Under the reservation of rights letter, the senior lender began accruing default interest from May 11, 2020. On August 10, 2020, we entered into a waiver and amendment to our Credit Agreement and our Amended and Restated Guaranty and Security Agreement (the “Amendment”). The Credit Agreement now provides for $10,000 in term loans and a $5,000 revolver and required that we make a principal payment of $9,750 on our outstanding term loans and reduce future availability on our revolver by $5,000. The Amendment provides for an accordion feature to our term loan that would allow us to borrow up to an additional $15,000 in term loans subject to certain conditions following the Covenant Conversion Date. The outstanding principal balance and all accrued and unpaid interest on the term loans is due on December 31, 2024. The Amendment also reset our financial covenants and added a new financial covenant for minimum recurring revenue. The Amendment does not require that we meet our fixed charge ratio or leverage ratio covenant until the Covenant Conversion Date. The Coverage Conversion Date is the earlier of August 10, 2022 or the date in which we have satisfied the fixed charge coverage ratio and leverage ratio for two consecutive reporting periods. Until such time, we are only obligated to comply with our minimum EBITDA and minimum recurring revenue covenants. We expect to be in compliance with these amended financial covenants over the next twelve months and are compliant as of 12/31/2020. In addition to the requirement that we pay $9,750 on our outstanding term loans, we were also required to pay our senior lender an amendment fee of $225. Our senior lender waived any prepayment penalty that would have otherwise been due on the $9,750 payment toward our term loan and agreed that we would not owe a prepayment penalty if we were to refinance our facility before December 31, 2021. Finally, as a condition to the amendment, our senior lender required that we agree to obtain lender consent for any acquisitions until the later of August 10, 2021 or the Covenant Conversion Date. Previously certain types of acquisitions were deemed permitted acquisitions, which did not require our lender’s consent. We do not anticipate an issue with obtaining consent from our lender for accretive acquisitions. As of December 31, 2020, and December 31, 2019, no amount was outstanding and $4,500 and $10,000, respectively, was available for borrowing under the revolver. Third Amended and Restated Credit Agreement The Third Amended Restated Credit Agreement (the "Third Restated Credit Agreement"), which we entered on December 31, 2019, amends the applicable margin rates for determining the interest rate payable on the loans as follows: Leverage Ratio Applicable Margin Relative Applicable Margin Relative to < 2.00:1.00 2.25% percentage points 3.25% percentage points ≤ 3.00:1.00, and ≥ 2.00:1.00 2.75% percentage points 3.75% percentage points ≥ 3.00:1.00 3.25% percentage points 4.25% percentage points The outstanding principal amount of the term loan is payable as follows: • $125 beginning on March 31, 2020 and the last day of each fiscal quarter thereafter through and including December 31, 2021; and • $250 beginning on March 31, 2022 and the last day of each fiscal quarter thereafter. The outstanding principal balance and all accrued and unpaid interest on the term loans is due on December 31, 2024. The Third Restated Credit Agreement also: • adds a covenant that requires that we achieve EBITDA of at least $3,750 for the three months ended March 31, 2020, $4,850 for the six months ended June 30, 2020 and $5,950 for the nine months ended September 30, 2020, which covenant is in lieu of a leverage covenant calculated at March 31, 2020, June 30, 2020 and September 30, 2020; • amends our leverage ratio covenant to decrease the maximum ratio to 3.50:1.00 at December 31, 2020, 3.25:1.00 at March 31, 2021 and June 30, 2021 and 2.50:1.00 at September 30, 2021 and each quarter-end thereafter; and • amends our fixed charge coverage ratio to be no less than 1.00:1.00 at March 31, 2020, and each quarter end thereafter through and including December 31, 2021, 1.50:1.00 at March 31, 2022, 1.60:1.00 at June 30, 2022, and 2.00:1:00 at September 30, 2022 and each quarter end thereafter. As of December 31, 2020, compliance with certain financial covenants was not yet required under the Third Restated Credit Agreement as a result of the Amendment 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. PPP Loan |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Property and equipment and related depreciable useful lives as of December 31, 2020 and 2019 are composed of the following: 2020 2019 Furniture and equipment: 2-5 years $ 6,818 $ 7,851 Software development costs 10,308 7,529 Software: 3-5 years 2,808 3,970 Leasehold improvements: shorter of the lease term or life of the improvement 1,658 1,221 Total property and equipment 21,592 20,571 Less accumulated depreciation and amortization (13,311) (12,704) Property and equipment, net $ 8,281 $ 7,867 We record the amortization of our finance leases as depreciation expense on our Consolidated Statements of Comprehensive Loss. Depreciation and amortization expenses relating to property and equipment were approximately $3,504 and $2,370 for 2020 and 2019, respectively. We acquired software development costs from prior acquisitions and we continue to invest in software development. We are developing products which we intend to offer utilizing software as-a-service (“SaaS”). We follow the guidance of ASC 350-40, Intangibles- Goodwill and Other- Internal Use Software , for development costs related to these new products. Costs incurred in the planning stage are expensed as incurred while costs incurred in the application and infrastructure stage are capitalized, assuming such costs are deemed to be recoverable. Costs incurred in the operating stage are generally expensed as incurred except for significant upgrades and enhancements. Capitalized software costs are amortized over the software’s estimated useful life, which management has determined to be three years. During the years ended December 31, 2020 and 2019, we capitalized $2,780 and $2,756 of software development costs, respectively. |
CERTAIN BALANCE SHEET ACCOUNTS
CERTAIN BALANCE SHEET ACCOUNTS | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
CERTAIN BALANCE SHEET ACCOUNTS | CERTAIN BALANCE SHEET ACCOUNTSPrepaid expenses and other current assets as of December 31, 2020 and 2019 consist of the following: 2020 2019 Non-trade receivables related to custodial funds 418 $ 4,118 Receivable from sale of Workspace Management — 1,685 Prepaid expenses 1,394 1,454 Other current assets 1,472 1,294 Total 3,284 $ 8,551 Other accrued liabilities as of December 31, 2020 and 2019 consist of the following: 2020 2019 Income taxes payable $ — $ 2,608 Accrued expenses and other 1,380 3,948 Total $ 1,380 $ 6,556 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDER'S EQUITY | STOCKHOLDERS’ EQUITY SHELF REGISTRATION In December 2020, we completed an underwritten public offering of 2,990,000 shares of our common stock at a public offering price of $7.25. We realized gross proceeds of approximately $21,700 before deducting underwriting discounts and estimated offering expenses. 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 other registration statements effective at the time of this filing of our current S-3). The shelf registration statement relating to these securities became effective on April 16, 2018. As of December 31, 2020, there is approximately $111,760 remaining available under the shelf registration statement. SHARE REPURCHASE PROGRAM On March 10, 2020, our Board of Directors authorized a new stock repurchase plan, under which we may repurchase up to $5,000 of our outstanding common stock. This new stock repurchase program is in addition to the approximately 364,446 shares available under our existing stock repurchase plan. Under this new stock repurchase program, we may repurchase shares in accordance with all applicable securities laws and regulations, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The extent to which we repurchase our shares, and the timing of such repurchases, will depend upon a variety of factors, including market conditions, regulatory requirements and other corporate considerations, as determined by our management. The repurchase program may be extended, suspended or discontinued at any time. We expect to finance the program from existing cash resources. STOCK AND STOCK OPTION PLANS We have one active equity plan, the 2018 Incentive Award Plan (the “2018 Plan”). The 2018 Plan, approved by our shareholders, is intended to replace our 2009 Equity Incentive Plan, as amended (the “2009 Plan”), however, the terms and conditions of the 2009 Plan will continue to govern any outstanding awards granted thereunder. Employees and consultants of the Company, its subsidiaries and affiliates, as well as members of our board, are eligible to receive awards under the 2018 Plan. The 2018 Plan provides for the grant of stock options, including incentive stock options (“ISOs”) and nonqualified stock options (“NQSOs”), stock appreciation rights, restricted stock, restricted stock units ("RSUs"), performance bonus awards, performance stock unit awards, other stock or cash-based awards and dividend equivalents to eligible individuals. We generally grant stock options with exercise prices equal to the fair market value at the time of grant. The options generally vest over three five The number of shares available for issuance under the 2018 Plan is equal to the sum of (i) 750,000 shares, (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. In May 2019 and May 2020, our shareholders approved amendments to the 2018 Plan to increase the number of shares of common stock authorized for issuance by 600,000 shares and 1,000,000 shares, respectively. We have 1,713,000 options and RSUs granted and outstanding pursuant to the 2018 Plan as of December 31, 2020. In December 2019, we offered to exchange certain outstanding options to purchase shares of our common stock previously granted under the 2009 Plan and the 2018 Plan that have an exercise price per share higher than the greater of $8.50 or the closing trading price of our common stock on the offer expiration date (“eligible options”) for new RSUs to be granted under the 2018 Plan. The offer exchange program was approved by our board of directors and by our shareholders earlier in 2019. Under the offer exchange program, every 2.5 shares underlying an eligible option would be exchanged for one new RSU. Upon expiration of the exchange offer in January 2020, we granted 187,000 RSUs in exchange for the cancellation of options to purchase 467,500 shares that were tendered by employees who participated in the offer exchange program. We use the Black-Scholes option valuation model to value employee stock awards. We estimate stock price volatility based upon our historical volatility. Estimated option life and forfeiture rate assumptions are derived from historical data. For stock-based compensation awards with graded vesting, we recognize compensation expense using the straight-line amortization method. Total compensation expense recognized in the Consolidated Statements of Comprehensive Loss for stock based awards was $2,365 and $2,268 for 2020 and 2019, respectively. The following table summarizes the weighted average assumptions used to develop their fair value for the year ending December 31, 2020 and 2019: 2020 2019 Grant date fair value $ 2.44 $ 2.65 Risk-free interest rate 0.20 % 1.25 % Expected volatility 55 % 44 % Expected life in years 2.85 3.50 Dividend yield — — As of December 31, 2020, we reserved shares of common stock for future issuance under the 2009 Plan and 2018 Plan as follows: Options and RSUs outstanding 1,713,000 Shares available for future grant 1,244,000 Shares reserved 2,957,000 The following table summarizes activity related to options during the year ended December 31, 2020. Shares Weighted Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at the beginning of the year 1,685,000 $ 9.71 Granted 771,000 6.52 Exercised (130,000) 5.55 Canceled (1,054,000) 10.06 Outstanding at the end of the year 1,272,000 $ 7.92 3.4 $ 533 Vested and expected to vest 1,256,000 $ 8.55 3.2 $ 456 Exercisable 375,000 $ 7.91 2.1 $ 98 The total intrinsic value of options exercised during the years ended December 31, 2020 and 2019 was $205 and $356, respectively. As of December 31, 2020, total compensation cost not yet recognized related to nonvested share options was $2,563, which is expected to be recognized over a weighted average period of 1.75 years. The following table summarizes activity related to RSUs during the year ended December 31, 2020. Shares Weighted Outstanding at the beginning of the year 70,000 $ 11.52 Granted 597,000 5.32 Released (76,000) 6.86 Forfeited (150,000) 5.47 Outstanding at the end of the year 441,000 $ 5.99 The total fair value of RSUs vested during the years ended December 31, 2020 and 2019 was $528 and $430, respectively. As of December 31, 2020, total compensation cost not yet recognized related to nonvested share options was $2,238, which is expected to be recognized over a weighted average period of 2.32 years. |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFIT PLANS | EMPLOYEE BENEFIT PLANS 401(K) SAVINGS PLAN We sponsor a defined contribution 401(k) plan that is available to substantially all employees. Our Board of Directors may amend or terminate the plan at any time. We provided matching contributions to the plan of $124 and $814 in 2020 and 2019, respectively. EMPLOYEE STOCK PURCHASE PLAN |
CONTRACTS WITH CUSTOMERS AND RE
CONTRACTS WITH CUSTOMERS AND REVENUE CONCENTRATION | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
CONTRACTS WITH CUSTOMER AND REVENUE CONCENTRATION | CONTRACTS WITH CUSTOMERS AND REVENUE CONCENTRATION Receivables from contracts with customers, net of allowance for doubtful accounts of $771 were $4,852 at December 31, 2020. Receivables from contracts with customers, net of allowance for doubtful accounts of $904, were $4,808 at December 31, 2019 Deferred Commissions Deferred commissions costs from contracts with customers were $3,792 and $2,697 at December 31, 2020 and December 31, 2019, respectively. The amount of amortization recognized during the December 31, 2020 and 2019 period was $906 and $1,398, respectively. Deferred Revenue Revenue of $3,783 was recognized during the year ended December 31, 2020 that was included in the deferred revenue balance at the beginning of the period. Transaction Price Allocated to the Remaining Performance Obligations As of December 31, 2020, approximately $31,503 of revenue is expected to be recognized from remaining performance obligations. We expect to recognize revenue on approximately 71% of these remaining performance obligations over the next 12 months, with the balance recognized thereafter. Revenue Concentration During 2020 and 2019, there were no customers who individually represented 10% or more of consolidated revenue. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | DISCONTINUED OPERATIONS In December 2019, we sold our Workspace Management business to FM:Systems for approximately $121,500 in cash. We used the proceeds to pay down debt owed to our senior lender. In July 2020 we finalized our working capital adjustment and received funds of $1,687 representing the entire amount of the escrow. This transaction enabled us to focus on and continue to deliver our HCM solutions to small and mid-size businesses. The table below reflects the operating results of the Workspace Management business reported as discontinued operations: Year Ended December 31 2019 Revenue $ 24,619 Income from discontinued operations $ 3,498 Gain on sale of discontinued operations 94,293 Income tax expense (25,499) Income from discontinued operations, net of taxes $ 72,292 The table below reflects the depreciation, amortization, capital expenditures, and significant operating and investing non-cash items of the Workspace Management business reported as discontinued operations: Year Ended December 31 2019 Depreciation and amortization $ 1,060 Provision for doubtful accounts (87) Share based compensation 278 Capital expenditures (417) Software capitalization (1,083) Gain on sale of discontinued operations (94,293) |
NET LOSS PER SHARE
NET LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NET LOSS PER SHARE The following table sets forth the computation of basic and diluted net loss per common share for the years ended December 31, 2020 and 2019. 2020 2019 Numerator: Loss from continuing operations $ (16,311) $ (42,291) Income from discontinued operations — 72,292 Net income (loss) $ (16,311) $ 30,001 Denominator: Weighted-average shares of common stock outstanding, basic and diluted 15,910,000 15,511,000 Basic and diluted income (loss) per share Loss per share from continuing operations $ (1.03) $ (2.73) Income per share from discontinued operations 0.00 4.66 Income (loss) per share $ (1.03) $ 1.93 We have excluded stock options to acquire 1,713,000 and 1,756,000 shares for 2020 and 2019, respectively, from the computation of the dilutive stock options because the effect of including the stock options would have been anti-dilutive. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The components of pre-tax loss from continuing operations for the years ended December 31, 2020 and 2019 are as follows: 2020 2019 Domestic $ (15,974) $ (66,402) Foreign — — Total $ (15,974) $ (66,402) The components of the provision (benefit) for income taxes attributable to continuing operations for the years ended December 31, 2020 and 2019 are as follows: 2020 2019 Current: Federal $ — $ (21,697) State (214) (1,899) Foreign (1) 42 Total current (215) (23,554) Deferred: Federal 259 (210) State 293 (347) Foreign — — Total deferred 552 (557) $ 337 $ (24,111) Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred taxes at December 31, 2020 and 2019 are as follows: 2020 2019 Deferred tax assets: Net operating losses $ 11,570 $ 8,004 Research and development credit carryforwards 3,246 3,104 Minimum tax credit carryforwards — 31 Disallowed interest expense carryforwards 54 — Stock compensation 258 168 Deferred revenue 148 588 Accrued expenses 590 349 Lease liabilities 1,931 1,905 Goodwill — 2,132 Other 303 347 18,100 16,628 Valuation allowance (6,892) (5,204) Net deferred tax assets 11,208 11,424 Deferred tax liabilities: Acquired intangibles (5,930) (7,828) Fixed assets (284) (125) Capitalized software (1,524) (1,353) Deferred commission (1,000) (698) Right-of-use asset (1,721) (1,756) Goodwill (1,637) — (12,096) (11,760) Net deferred liabilities $ (888) $ (336) At December 31, 2020, we had federal net operating loss carryforwards of approximately $48,435, research and development credit carryforwards of approximately $3,579. The net operating loss and research and development credit carryforwards will expire in varying amounts from 2021 through 2040, if not utilized. Approximately $16,962 of the net operating loss carryforwards carry forward indefinitely, but can only offset up to 80% of taxable income. As a result of various acquisitions by us in prior years, we may be subject to a substantial annual limitation in the utilization of the net operating losses and credit carryforwards due to the “change in ownership” provisions of Section 382 of the Internal Revenue Code of 1986. The annual limitation may result in the expiration of net operating losses before utilization. Due to the uncertainty surrounding the timing of realizing the benefits of our favorable tax attributes in future tax returns, we have placed a valuation allowance against our net deferred tax assets, exclusive of jurisdictions in which we have net deferred tax liabilities. During the year ended December 31, 2020, the valuation allowance increased by approximately $1,688 due primarily to operations. Our provision for income taxes attributable to continuing operations for the years ended December 31, 2020 and 2019 differ from the expected tax expense (benefit) amount computed by applying the statutory federal income tax rate of 21% to income before income taxes as a result of the following: 2020 2019 Computed at statutory rate $ (3,355) $ (13,944) State taxes, net of federal benefit (632) (1,901) Permanent items and other (379) 992 Credit carryforwards (122) 2,014 Foreign income taxed at different rates — 22 Goodwill impairment — 3,907 Change in tax carryforwards not benefitted 3,137 (352) Change in valuation allowance 1,688 (14,849) $ 337 $ (24,111) Under ASC 740-10, Income Taxes , we periodically review the uncertainties and judgments related to the application of complex income tax regulations to determine income tax liabilities in several jurisdictions. We use a “more likely than not” criterion for recognizing an asset for unrecognized income tax benefits or a liability for uncertain tax positions. We have determined we have the following unrecognized assets or liabilities related to uncertain tax positions as of December 31, 2020. We do not anticipate any significant changes in such uncertainties and judgments during the next twelve months. To the extent we are required to recognize interest and penalties related to unrecognized tax liabilities, this amount will be recorded as an accrued liability. The reconciliation of our unrecognized tax benefits is as follows: Balance at December 31, 2018 $ 1,435 Additions based on tax positions related to the current year 106 Additions for tax positions of prior years 59 Reductions for tax positions of prior years (744) Balance at December 31, 2019 $ 856 Additions based on tax positions related to the current year (232) Additions for tax positions of prior years 19 Reductions for tax positions of prior years (56) Balance at December 31, 2020 $ 587 As of December 31, 2020, we had $587 of unrecognized tax benefits, of which $15 would affect the effective tax rate if recognized. Our assessment of our unrecognized tax benefits is subject to change as a function of our financial statement audit. Our practice is to recognize interest and/or penalties related to income tax matters in income tax expense. During the twelve months ended December 31, 2020, we recognized $0 of interest and penalties in our income tax expense. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
LEASES | LEASES We have entered into office space lease agreements, which qualify as operating leases under Topic 842. Under such leases, the lessors receive annual minimum (base) rent. The leases have original terms (excluding extension options) ranging from one We record base rent expense under the straight-line method over the term of the lease. In the accompanying consolidated statements of comprehensive income (loss), rent expense is included in operating expenses under selling, general and administrative expenses. The components of the rent expense for the year ended December 31, 2020 were as follows: Operating lease cost $ 2,153 Sublease income (117) Net rent expense 2,036 As of December 31, 2020, we had lease liabilities of $7,199, of which $1,833 is presented as a current liability, and Right of Use ("ROU") assets of $6,450 on the accompanying consolidated balance sheet. For purposes of calculating the ROU assets and lease liabilities for such leases, extension options are not included in the lease term unless it is reasonably certain we will exercise the option or the lessor has the sole ability to exercise the option. Our incremental borrowing rate of 10% is estimated to approximate our interest rate on a collateralized basis with similar terms and payments, using a portfolio approach. The weighted average remaining lease term of leases with a lease liability as of December 31, 2020 is 5 years. Supplemental cash flow information related to operating leases for the year ended December 31, 2020 follow: Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 2,246 Non-cash operating activities: Operating lease assets obtained in exchange for new operating lease liabilities $ 1,052 Future minimum commitments over the life of all operating leases, which exclude variable rent payments, are as follows: Total Operating Leases 2021 $2,354 2022 1,837 2023 1,142 2024 1,022 2025 828 Thereafter 1,802 Total minimum lease payments 8,985 Less imputed interest (1,786) Total lease liabilities 7,199 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTSThe Company evaluated subsequent events through the date of the filing of this Annual Report on Form 10-K with the SEC to ensure that this filing includes appropriate disclosure of events both recognized in the financial statements as of December 31, 2020, and events which occurred subsequent to December 31, 2020 but were not recognized in the financial statements. The Company has determined that there were no subsequent events which required recognition, adjustment to or disclosure in the financial statements. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | BASIS OF PRESENTATIONWe have prepared our consolidated financial statements in accordance with U.S. generally accepted accounting principles and have included the accounts of our wholly owned subsidiaries. We have eliminated all significant intercompany transactions and balances in consolidation. |
Segments | SEGMENTS The chief operating decision maker is Asure’s Chief Executive Officer who reviews financial information presented on a company-wide basis. Accordingly, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 280, we determined that the Company has a single reporting segment and operating unit structure. |
Use of Estimates | USE OF ESTIMATES Preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are subjective in nature and involve judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at fiscal year-end and the reported amounts of revenues and expenses during the reporting period. The more significant estimates made by management include the valuation allowance for the gross deferred tax assets, useful lives of fixed assets, the determination of the fair value of its long-lived assets, and the fair value of assets acquired and liabilities assumed during acquisitions. We base our estimates on historical experience and on various other assumptions the Company's management believes reasonable under the given circumstances. These estimates could be materially different under different conditions and assumptions. Additionally, the actual amounts could differ from the estimates made. Management periodically evaluates estimates used in the preparation of the consolidated financial statements for continued reasonableness. We make appropriate adjustments, if any, to the estimates used prospectively based upon such periodic evaluation. |
Contingencies | CONTINGENCIES Although we have been, and in the future may be, the defendant or plaintiff in various actions arising in the normal course of business, as of December 31, 2020, we were not party to any pending legal proceedings. |
Significant Risks and Uncertainties | SIGNIFICANT RISKS AND UNCERTAINTIES The COVID-19 pandemic has resulted in a global economic slowdown and disruptions that have and could continue to negatively impact our business. The pandemic and numerous measures implemented to contain the virus such as business shutdowns, shelter-in-place orders and travel bans and restrictions have caused businesses, especially small and medium sized businesses some of whom are our customers, to reduce headcount or cease operations as customer demand decreased. Given the economic slowdown and other risks and uncertainties associated with the pandemic, we expect that our business, financial condition, results of operations and growth prospects will be adversely affected in the future. Our business is impacted by employment levels as we have contracts that charge clients on a per-employee basis. In addition, the conditions caused by the COVID-19 pandemic could adversely affect our customers’ ability or willingness to purchase our offerings, delay prospective customers’ purchasing decisions, delay the provisioning of our offerings, lengthen payment terms, reduce the value or duration of customer subscription contracts, or affect attrition rates, all of which could adversely affect our future sales, operating results and overall financial performance. The duration and extent of the impact from the COVID-19 pandemic depends on future developments that cannot be accurately predicted at this time, such as the severity and transmission rate of the virus, the extent and effectiveness of containment actions and the impact of these and other factors on our employees, customers, partners and vendors. If we are not able to respond to and manage the impact of such events effectively, our business will be harmed. |
Reclassification | RECLASSIFICATION Certain amounts in the prior period financial statements have been reclassified to conform to the presentation of the current period financial statements. These reclassifications had no effect on the previously reported net income. |
Cash and Cash Equivalents | 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 | INVESTMENTS 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. |
Funds Held for Clients | FUNDS HELD FOR CLIENTS Funds held for clients represent assets that are held for the purposes of satisfying the obligations to remit funds relating to the Company’s payroll and payroll tax filing services and are classified as client fund obligations on our consolidated balance sheets. Funds held for clients are held in demand deposit or brokerage accounts at financial institutions and are classified as a current asset on our consolidated balance sheets. |
Fair Value of Financial Instruments | FAIR VALUE OF FINANCIAL INSTRUMENTS We apply the authoritative guidance on fair value measurements for financial assets and liabilities that are measured at fair value on a recurring basis, and non-financial assets and liabilities such as goodwill, intangible assets and property and equipment that are measured at fair value on a non-recurring basis. |
Concentration of Credit Risk | CONCENTRATION OF CREDIT RISK We grant credit to customers in the ordinary course of business. We limit concentrations of credit risk related to our trade accounts receivable due to our large number of customers, including third-party resellers, and their dispersion across several industries and geographic areas. We perform ongoing credit evaluations of our customers and maintain reserves for potential credit losses. We require advanced payments or secured transactions when deemed necessary. We review potential customers’ credit ratings to evaluate customers’ ability to pay an obligation within the payment term, which is usually net thirty days. If we receive reasonable assurance of payment and know of no barriers to legally enforce the payment obligation, we may extend credit to customers. We place accounts on “Credit Hold” if a placed order exceeds the credit limit or sooner if circumstances warrant. We follow our credit policy consistently and routinely monitor our delinquent accounts for indications of collectability. |
Allowance for Doubtful Accounts | ALLOWANCE FOR DOUBTFUL ACCOUNTSWe maintain an allowance for doubtful accounts at an amount we estimate to be sufficient to provide adequate protection against losses resulting from extending credit to our customers. We base this allowance, in the aggregate, on historical collection experience, age of receivables and general economic conditions. The allowance for doubtful accounts also considers the need for specific customer reserves based on the customer’s payment experience, credit worthiness and age of receivable balances. Our bad debts have not been material and have been within management expectations. |
Inventory | INVENTORY Inventory consists of finished goods and is stated at the lower of cost or net realizable value, cost being determined using the first-in, first-out method. Inventory includes a full range of biometric and card recognition clocks that we sell as part of our Asure Time&Attendance solutions. We routinely assess our on-hand inventory for timely identification and measurement of obsolete, slow-moving or otherwise impaired inventory. |
Property and Equipment | PROPERTY AND EQUIPMENT We record property and equipment, including software, furniture and equipment, at cost less accumulated depreciation. We record depreciation using the straight-line method over the estimated economic useful lives of the assets, which range from two |
Business Combinations | BUSINESS COMBINATIONS We have accounted for our acquisitions using the acquisition method of accounting based on ASC 805— Business Combinations , which requires recognition and measurement of all identifiable assets acquired and liabilities assumed at their full fair value as of the date we obtain control. We have determined the fair value of assets acquired and liabilities assumed based upon our estimates of the fair values of assets acquired and liabilities assumed in the acquisitions. Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired. While we have used our best estimates and assumptions to measure the fair value of the identifiable assets acquired and liabilities assumed at the acquisition date, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, not to exceed one year from the date of acquisition, any changes in the estimated fair values of the net assets recorded for the acquisitions will result in an adjustment to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, we record any subsequent adjustments to our consolidated statements of comprehensive loss. |
Goodwill and Other Intangible Assets | GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired in a business combination. We test goodwill for impairment on an annual basis in the fourth fiscal quarter of each year, and between annual tests if indicators of potential impairment exist, by first assessing qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. On January 1, 2019, we early adopted Accounting Standards Update ("ASU") No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ("ASU 2017-04"). Under ASU 2017-04, an impairment charge is based on the excess of a reporting unit's carrying amount over its fair value. In 2019, we recognized an impairment loss on goodwill. See Notes 4 and 5 for additional information regarding goodwill. We amortize intangible assets not considered to have an indefinite useful life using the straight-line method over their useful lives. We currently amortize our acquired intangible assets with definite lives over periods ranging from one |
Impairment of long-lived assets | IMPAIRMENT OF LONG-LIVED ASSETSLong-lived assets, including intangible assets with definite lives, are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the estimated fair value of the asset. |
Original Issue Discounts | ORIGINAL ISSUE DISCOUNTS We recognize original issue discounts, when incurred on the issuance of debt, as a reduction of the current loan obligations that we amortize to interest expense over the life of the related indebtedness using the effective interest rate method. We record the amortization as interest expense – amortization of OID in the Consolidated Statements of Comprehensive Loss. At the time of any repurchases or retirements of related debt, we write off the remaining amount of net original issue discounts and include them in the calculation of gain or loss on extinguishment in the consolidated statements of comprehensive loss. |
Revenue Recognition | REVENUE RECOGNITION Our revenue consists 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. The terms of our contracts with customers range from month to month for some Asure HCM direct clients to longer terms ranging from one to three years, some of which are renewable for successive terms. 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 Recurring 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 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 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 SaaS/software, 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 |
Advertising Costs | ADVERTISING COSTSWe expense advertising costs as we incur them. Advertising expenses were $34 and $64 for the years ended December 31, 2020 and 2019, respectively. We recorded these expenses as part of sales and marketing expenses on our Consolidated Statements of Comprehensive Loss. |
Lease Obligations | LEASE OBLIGATIONS At the commencement date of a lease, we recognize a liability to make lease payments and an asset representing the right-of-use underlying asset during the lease term. The lease liability is measured at the present value of lease payments over the lease term. As our leases typically do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date taking into consideration necessary adjustments for collateral, depending on the facts and circumstances of the lessee and the leased asset, and term to match the lease term. The operating lease asset is measured at cost, which includes the initial measurement of the lease liability and initial direct costs incurred by the Company and excludes lease incentives. Operating lease assets and liabilities as shown separately in our consolidated balance sheets. Lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Operating lease costs are recognized on a straight-line basis over the lease term. Lease agreements that contain both lease and non-lease components are generally accounted for separately. |
Income Taxes | INCOME TAXES We account for income taxes using the liability method under ASC 740, Accounting for Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events included in the financial statements. Under the liability method, we determine deferred tax assets and liabilities based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect in the years in which we expect the differences to reverse. We reduce deferred tax assets by a valuation allowance when it is more likely than not that we will not realize some component or all of the deferred tax assets. |
Share Based Compensation | SHARE BASED COMPENSATION We estimate the fair value of each award granted from our stock option plan at the date of grant using the Black-Scholes option pricing model. The fair value is recognized as expense over the service period, net of estimated forfeitures, using the straight-line method. The estimation of share-based awards that will ultimately vest requires judgment, and, to the extent actual results or updated estimates differ from current estimates, such amounts will be recorded as a cumulative adjustment in the period estimates are revised. We primarily consider historical experience when estimating expected forfeitures. |
Recent Accounting Pronouncements | RECENT ACCOUNTING PRONOUNCEMENTS Recently Adopted Standards The FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820). The new guidance modifies disclosure requirements related to fair value measurement. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Implementation on a prospective or retrospective basis varies by specific disclosure requirements. The adoption of this guidance did not have a material impact on our consolidated financial statements. The FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40). The new guidance reduces complexity for the accounting for costs of implementing a cloud computing service arrangement and aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The adoption of this guidance did not have a material impact on our consolidated financial statements. Standards Yet to Be Adopted The FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes, in December 2019. ASU 2019-12 eliminates certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. ASU 2019-12 is effective for fiscal years beginning after December |
INVESTMENTS AND FAIR VALUE ME_2
INVESTMENTS AND FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Available-for-sale Securities | Investments classified as available-for-sale consisted of the following: Amortized Gross Unrealized Gains (1) Gross Unrealized Losses (1) Aggregate December 31, 2020: Funds Held for Clients (2) Certificates of deposit $ 7,370 $ 204 $ — $ 7,574 Corporate debt securities 9,415 297 (1) 9,711 Municipal bonds 7,531 103 (1) 7,633 US Government agency securities 500 1 — 501 Asset-backed securities 499 1 — 500 Total $ 25,315 $ 606 $ (2) $ 25,919 December 31, 2019: Funds Held for Clients (2) Certificates of deposit $ 8,828 $ 11 $ — $ 8,839 Corporate debt securities 6,883 6 (9) 6,880 Municipal bonds 6,383 6 (7) 6,382 US Government agency securities 1,000 — — 1,000 Asset-backed securities 1,067 — (32) 1,035 Total $ 24,161 $ 23 $ (48) $ 24,136 (1) Unrealized gains and losses on available-for-sale securities are included as a component of comprehensive loss. At December 31, 2020, there were 69 securities in an unrealized gain position and there were 2 securities in an unrealized loss position. These unrealized losses were less than $(1) individually and $(2) 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 December 31, 2020 and 2019, none of these securities were classified as cash and cash equivalents on the Company’s balance sheet. |
Expected Maturities of Available-for-sale Securities | Expected maturities of available-for-sale securities as of December 31, 2020 are as follows: One year or less $ 5,507 After one year through five years 20,412 After five years through 10 years — After 10 years — $ 25,919 |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table presents the fair value hierarchy for our financial assets measured at fair value on a recurring basis as of December 31, 2020 and December 31, 2019, respectively: Fair Value Measure at December 31, 2020 Total Carrying Value at December 31, 2020 Quoted Significant Significant Assets: Cash and cash equivalents Money market funds $ 5,204 $ 5,204 $ — $ — Funds held for clients Money market funds 63,999 63,999 — — Available-for-sale securities 25,919 — 25,919 — Total $ 95,122 $ 69,203 $ 25,919 $ — Liabilities: Contingent purchase consideration $ 3,880 $ — $ — $ 3,880 Total $ 3,880 $ — $ — $ 3,880 Fair Value Measure at December 31, 2019 Total Carrying Value at December 31, 2019 Quoted Significant Significant Assets: Funds held for clients Money market funds $ 48,500 $ 48,500 $ — $ — Available-for-sale securities 24,136 — 24,136 — Total $ 72,636 $ 48,500 $ 24,136 $ — |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | Balance at January 1, 2020 $ — Purchase 2,745 Net realized / unrealized losses 1,135 Balance at December 31, 2020 $ 3,880 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Combination and Asset Acquisition | Total Cash & cash equivalents $ 196 Accounts receivable 48 Fixed assets 2 Funds held for clients 5,505 Goodwill 5,261 Intangibles 11,853 Total assets acquired $ 22,865 Client fund obligations $ 5,505 Total liabilities assumed 5,505 Net assets acquired $ 17,360 |
Schedule of Business Combination and Asset Acquisition, Purchase Price Reconciliation | The following is a reconciliation of the purchase price to the fair value of net assets acquired at the date of acquisition: Total Purchase price $ 13,339 Notes payable 1,177 Custodial hold back 99 Adjustment to fair value of contingent liability 2,745 Fair value of net assets acquired $ 17,360 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table summarizes the changes in our goodwill: Balance at Balance at December 31, 2018 $ 99,108 Goodwill recognized upon acquisition 4,826 Adjustments to goodwill associated with acquisitions (177) Impairment loss (35,060) Balance at December 31, 2019 68,697 Goodwill recognized upon acquisition 5,261 Balance at December 31, 2020 $ 73,958 |
Schedule of Finite-Lived Intangible Assets | The gross carrying amount and accumulated amortization of our intangible assets as of December 31, 2020 and 2019 are as follows: Intangible Assets Weighted Average 2020 Gross Accumulated Net Developed Technology 6.6 $ 12,001 $ (7,608) $ 4,393 Customer Relationships 8.9 88,310 (28,898) 59,412 Reseller Relationships 7.0 853 (853) — Trade Names 3.0 880 (312) 568 Noncompete Agreements 5.2 1,032 (853) 179 8.5 $ 103,076 $ (38,524) $ 64,552 Intangible Assets Weighted Average 2019 Gross Accumulated Net Developed Technology 6.0 $ 10,001 $ (6,004) $ 3,997 Customer Relationships 8.9 78,558 (19,757) 58,801 Reseller Relationships 7.0 853 (853) — Trade Names 3.0 780 (78) 702 Noncompete Agreements 5.2 1,032 (682) 350 8.5 $ 91,224 $ (27,374) $ 63,850 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The following table summarizes the future estimated amortization expense relating to our intangible assets as of December 31, 2020 Year Ending 2021 $ 11,601 2022 11,068 2023 9,942 2024 9,682 2025 8,896 Thereafter 13,363 Total $ 64,552 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following table summarizes our outstanding debt as of December 31, 2020 and 2019: 1 Maturity Stated Interest Rate 2020 2019 Subordinated Notes Payable- acquisitions 1/1/2021 - 7/1/2022 2.00% - 3.00% $ 6,182 $ 7,185 PPP Loan - Pinnacle Bank 4/15/2022 1.00% 8,856 — Term Loan - Wells Fargo term loan 12/31/2024 5.25% 9,875 20,000 Total Notes Payable $ 24,913 $ 27,185 Short-term notes payable $ 12,388 $ 2,696 Long-term notes payable $ 12,525 $ 24,489 — (1) Information presented in this table, the table that immediately follows and the last table in this footnote includes principal and interest due under the terms of a promissory note with Pinnacle Bank. This loan was issued to us in connection with the Paycheck Protection Program pursuant to Title I of the Coronavirus Aid, Relief and Economic Security Act. Under the terms of the Paycheck Protection Program, the principal balance and interest due under the promissory note will be forgiven if we meet certain conditions related to the use of the loan proceeds. Under the terms of our promissory note with Pinnacle Bank, we would have been required to make payments on this promissory note in November 2020; however, the Small Business Administration issued guidance, prior to that date, that deferred all payments that would be owed on this loan until after the Small Business Administration makes a decision on our loan forgiveness application. While we expect that the entire loan will be forgiven, we cannot be certain that the Small Business Administration will grant forgiveness of our entire loan. If we do not receive forgiveness of our entire loan, we will be obligated to start making payments on the portion of the principal and interest that is not forgiven so that it will be fully repaid no later than April 15, 2022, unless we are able to negotiate new payment terms with Pinnacle Bank. We filed our initial application for forgiveness in December 2020, and completed our application in early February 2021. |
Schedule of Debt And Debt Issuance Costs | The following table summarizes the debt issuance costs as of December 31, 2020 and 2019: December 31, 2020 Gross Notes Payable Debt Issuance Costs Net Notes Payable Notes payable, current portion 1 $ 12,388 $ (78) $ 12,310 Notes payable, net of current portion 2 12,525 (300) 12,225 Total Notes Payable $ 24,913 $ (378) $ 24,535 (1) Net Notes Payable includes $6,866 of Gross Notes Payables and $0 Debt Issuance Cost and Debt Discount related to our PPP loan with Pinnacle Bank, all or a portion of which we expect will be forgiven and for which we are not obligated to make any payments until the Small Business Administration has made a decision regarding our application for loan forgiveness. (2) Net Notes Payable, includes $1,989 of Gross Notes Payables and $0 Debt Issuance Cost and Debt Discount related to our PPP loan with Pinnacle Bank, all or a portion of which we expect will be forgiven and for which we are not obligated to make payments until the Small Business Administration has made a decision regarding our application for loan forgiveness. December 31, 2019 Gross Notes Payable Debt Issuance Costs Net Notes Payable Notes payable, current portion $ 2,696 $ (125) $ 2,571 Notes payable, net of current portion 24,489 (347) 24,142 Total Notes Payable $ 27,185 $ (472) $ 26,713 |
Schedule of Maturities of Long-term Debt | The following table summarizes the future gross principal payments related to our outstanding debt as of December 31, 2020: Year Ending 2021 $ 12,388 2022 3,400 2023 500 2024 8,625 2025 — Gross Notes Payable $ 24,913 |
Schedule of Long-term Debt Instruments | The Third Amended Restated Credit Agreement (the "Third Restated Credit Agreement"), which we entered on December 31, 2019, amends the applicable margin rates for determining the interest rate payable on the loans as follows: Leverage Ratio Applicable Margin Relative Applicable Margin Relative to < 2.00:1.00 2.25% percentage points 3.25% percentage points ≤ 3.00:1.00, and ≥ 2.00:1.00 2.75% percentage points 3.75% percentage points ≥ 3.00:1.00 3.25% percentage points 4.25% percentage points |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and equipment and related depreciable useful lives as of December 31, 2020 and 2019 are composed of the following: 2020 2019 Furniture and equipment: 2-5 years $ 6,818 $ 7,851 Software development costs 10,308 7,529 Software: 3-5 years 2,808 3,970 Leasehold improvements: shorter of the lease term or life of the improvement 1,658 1,221 Total property and equipment 21,592 20,571 Less accumulated depreciation and amortization (13,311) (12,704) Property and equipment, net $ 8,281 $ 7,867 |
CERTAIN BALANCE SHEET ACCOUNTS
CERTAIN BALANCE SHEET ACCOUNTS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Prepaid Expenses And Other Current Assets | Prepaid expenses and other current assets as of December 31, 2020 and 2019 consist of the following: 2020 2019 Non-trade receivables related to custodial funds 418 $ 4,118 Receivable from sale of Workspace Management — 1,685 Prepaid expenses 1,394 1,454 Other current assets 1,472 1,294 Total 3,284 $ 8,551 |
Other Accrued Liabilities | Other accrued liabilities as of December 31, 2020 and 2019 consist of the following: 2020 2019 Income taxes payable $ — $ 2,608 Accrued expenses and other 1,380 3,948 Total $ 1,380 $ 6,556 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The following table summarizes the weighted average assumptions used to develop their fair value for the year ending December 31, 2020 and 2019: 2020 2019 Grant date fair value $ 2.44 $ 2.65 Risk-free interest rate 0.20 % 1.25 % Expected volatility 55 % 44 % Expected life in years 2.85 3.50 Dividend yield — — |
Schedule of Share-based Compensation, Stock Options, Reserved Shares for Future Issuance, Activity | As of December 31, 2020, we reserved shares of common stock for future issuance under the 2009 Plan and 2018 Plan as follows: Options and RSUs outstanding 1,713,000 Shares available for future grant 1,244,000 Shares reserved 2,957,000 |
Share-based Compensation, Stock Options, Activity | The following table summarizes activity related to options during the year ended December 31, 2020. Shares Weighted Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at the beginning of the year 1,685,000 $ 9.71 Granted 771,000 6.52 Exercised (130,000) 5.55 Canceled (1,054,000) 10.06 Outstanding at the end of the year 1,272,000 $ 7.92 3.4 $ 533 Vested and expected to vest 1,256,000 $ 8.55 3.2 $ 456 Exercisable 375,000 $ 7.91 2.1 $ 98 |
Schedule of Summary of RSUs Activity | The following table summarizes activity related to RSUs during the year ended December 31, 2020. Shares Weighted Outstanding at the beginning of the year 70,000 $ 11.52 Granted 597,000 5.32 Released (76,000) 6.86 Forfeited (150,000) 5.47 Outstanding at the end of the year 441,000 $ 5.99 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Results from Discontinued Operations | The table below reflects the operating results of the Workspace Management business reported as discontinued operations: Year Ended December 31 2019 Revenue $ 24,619 Income from discontinued operations $ 3,498 Gain on sale of discontinued operations 94,293 Income tax expense (25,499) Income from discontinued operations, net of taxes $ 72,292 The table below reflects the depreciation, amortization, capital expenditures, and significant operating and investing non-cash items of the Workspace Management business reported as discontinued operations: Year Ended December 31 2019 Depreciation and amortization $ 1,060 Provision for doubtful accounts (87) Share based compensation 278 Capital expenditures (417) Software capitalization (1,083) Gain on sale of discontinued operations (94,293) |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of basic and diluted net loss per common share for the years ended December 31, 2020 and 2019. 2020 2019 Numerator: Loss from continuing operations $ (16,311) $ (42,291) Income from discontinued operations — 72,292 Net income (loss) $ (16,311) $ 30,001 Denominator: Weighted-average shares of common stock outstanding, basic and diluted 15,910,000 15,511,000 Basic and diluted income (loss) per share Loss per share from continuing operations $ (1.03) $ (2.73) Income per share from discontinued operations 0.00 4.66 Income (loss) per share $ (1.03) $ 1.93 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Summary of Income Tax Contingencies | The components of pre-tax loss from continuing operations for the years ended December 31, 2020 and 2019 are as follows: 2020 2019 Domestic $ (15,974) $ (66,402) Foreign — — Total $ (15,974) $ (66,402) |
Schedule of Effective Income Tax Rate Reconciliation | The components of the provision (benefit) for income taxes attributable to continuing operations for the years ended December 31, 2020 and 2019 are as follows: 2020 2019 Current: Federal $ — $ (21,697) State (214) (1,899) Foreign (1) 42 Total current (215) (23,554) Deferred: Federal 259 (210) State 293 (347) Foreign — — Total deferred 552 (557) $ 337 $ (24,111) |
Schedule of Deferred Tax Assets and Liabilities | Significant components of our deferred taxes at December 31, 2020 and 2019 are as follows: 2020 2019 Deferred tax assets: Net operating losses $ 11,570 $ 8,004 Research and development credit carryforwards 3,246 3,104 Minimum tax credit carryforwards — 31 Disallowed interest expense carryforwards 54 — Stock compensation 258 168 Deferred revenue 148 588 Accrued expenses 590 349 Lease liabilities 1,931 1,905 Goodwill — 2,132 Other 303 347 18,100 16,628 Valuation allowance (6,892) (5,204) Net deferred tax assets 11,208 11,424 Deferred tax liabilities: Acquired intangibles (5,930) (7,828) Fixed assets (284) (125) Capitalized software (1,524) (1,353) Deferred commission (1,000) (698) Right-of-use asset (1,721) (1,756) Goodwill (1,637) — (12,096) (11,760) Net deferred liabilities $ (888) $ (336) |
Schedule of Components of Income Tax Expense (Benefit) | Our provision for income taxes attributable to continuing operations for the years ended December 31, 2020 and 2019 differ from the expected tax expense (benefit) amount computed by applying the statutory federal income tax rate of 21% to income before income taxes as a result of the following: 2020 2019 Computed at statutory rate $ (3,355) $ (13,944) State taxes, net of federal benefit (632) (1,901) Permanent items and other (379) 992 Credit carryforwards (122) 2,014 Foreign income taxed at different rates — 22 Goodwill impairment — 3,907 Change in tax carryforwards not benefitted 3,137 (352) Change in valuation allowance 1,688 (14,849) $ 337 $ (24,111) |
Schedule of Income before Income Tax, Domestic and Foreign | The reconciliation of our unrecognized tax benefits is as follows: Balance at December 31, 2018 $ 1,435 Additions based on tax positions related to the current year 106 Additions for tax positions of prior years 59 Reductions for tax positions of prior years (744) Balance at December 31, 2019 $ 856 Additions based on tax positions related to the current year (232) Additions for tax positions of prior years 19 Reductions for tax positions of prior years (56) Balance at December 31, 2020 $ 587 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Rent Expense Components | The components of the rent expense for the year ended December 31, 2020 were as follows: Operating lease cost $ 2,153 Sublease income (117) Net rent expense 2,036 Supplemental cash flow information related to operating leases for the year ended December 31, 2020 follow: Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 2,246 Non-cash operating activities: Operating lease assets obtained in exchange for new operating lease liabilities $ 1,052 |
Schedule of Future Minimum Lease Payments for Operating Leases | Future minimum commitments over the life of all operating leases, which exclude variable rent payments, are as follows: Total Operating Leases 2021 $2,354 2022 1,837 2023 1,142 2024 1,022 2025 828 Thereafter 1,802 Total minimum lease payments 8,985 Less imputed interest (1,786) Total lease liabilities 7,199 |
THE COMPANY - Narrative (Detail
THE COMPANY - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($) | Apr. 30, 2018USD ($) | Dec. 31, 2020USD ($)productLine$ / shares | Jul. 31, 2020USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Number of product lines | productLine | 4 | ||||
Aggregate value of common stock and other securities | $ 175,000 | $ 111,760 | |||
Receivable from sale of Workspace Management | $ 0 | $ 1,685 | $ 0 | ||
Commitment Offering | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Shares issued | shares | 2,990,000 | ||||
Public offering price (USD per Share) | $ / shares | $ 7.25 | $ 7.25 | |||
Sale of stock, consideration received on transaction | $ 21,700 | ||||
Workspace Management Software Solutions | Discontinued Operations, Disposed of by Sale | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Cash proceeds | $ 121,500 | ||||
Receivable from sale of Workspace Management | $ 1,687 |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Proceeds from customer funds | $ 4,290,000 | |||
Customer funds | $ 3,808,000 | $ 3,808,000 | $ 3,961,000 | |
Dispersed funds | $ 482,000 | |||
Property and equipment useful life (in years) | 3 years | |||
Impairment of finite lived intangibles | $ 0 | 0 | ||
Impairment of long-lived assets held-for-use | 0 | |||
Advertising expenses | $ 34,000 | $ 64,000 | ||
Minimum | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Property and equipment useful life (in years) | 2 years | |||
Intangible asset useful life (in years) | 1 year | |||
Maximum | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Property and equipment useful life (in years) | 5 years | |||
Intangible asset useful life (in years) | 9 years | |||
Hardware | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Term of revenue recognition (in years) | 1 year | |||
Maintenance and Support Services | Minimum | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Term of revenue recognition (in years) | 1 year | |||
Maintenance and Support Services | Maximum | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Term of revenue recognition (in years) | 3 years | |||
Deferred Maintenance, Services and Other | Minimum | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Term of revenue recognition (in years) | 1 year | |||
Deferred Maintenance, Services and Other | Maximum | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Term of revenue recognition (in years) | 3 years |
INVESTMENTS AND FAIR VALUE ME_3
INVESTMENTS AND FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Securities, Available-for-sale [Line Items] | |||
Carrying value | $ 24,913 | $ 24,913 | |
Fair Value, Measurements, Recurring | Money market funds | |||
Debt Securities, Available-for-sale [Line Items] | |||
Funds for clients | 63,999 | 63,999 | $ 48,500 |
Contingent Consideration | |||
Debt Securities, Available-for-sale [Line Items] | |||
Change in fair value of contingent purchase consideration | (1,135) | (1,135) | |
Funds Held For Clients | |||
Debt Securities, Available-for-sale [Line Items] | |||
Current available-for-sale debt securities | $ 25,919 | $ 25,919 | $ 24,136 |
INVESTMENTS AND FAIR VALUE ME_4
INVESTMENTS AND FAIR VALUE MEASUREMENTS - Available-for-sale Securities (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020USD ($)security | Dec. 31, 2019USD ($) | |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 25,315 | $ 24,161 |
Gross unrealized gains | 606 | 23 |
Gross unrealized losses | (2) | (48) |
Aggregate Estimated Fair Value | $ 25,919 | 24,136 |
Number of available-for-sale securities in unrealized gain positions | security | 69 | |
Number of available-for-sale securities in unrealized loss positions | security | 2 | |
Unrealized losses | $ (2) | |
Unrealized losses individually | ||
Debt Securities, Available-for-sale [Line Items] | ||
Unrealized losses | (1) | |
Certificates of deposit | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 7,370 | 8,828 |
Gross unrealized gains | 204 | 11 |
Gross unrealized losses | 0 | 0 |
Aggregate Estimated Fair Value | 7,574 | 8,839 |
Corporate debt securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 9,415 | 6,883 |
Gross unrealized gains | 297 | 6 |
Gross unrealized losses | (1) | (9) |
Aggregate Estimated Fair Value | 9,711 | 6,880 |
Municipal bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 7,531 | 6,383 |
Gross unrealized gains | 103 | 6 |
Gross unrealized losses | (1) | (7) |
Aggregate Estimated Fair Value | 7,633 | 6,382 |
US Government agency securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 500 | 1,000 |
Gross unrealized gains | 1 | 0 |
Gross unrealized losses | 0 | 0 |
Aggregate Estimated Fair Value | 501 | 1,000 |
Asset-backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 499 | 1,067 |
Gross unrealized gains | 1 | 0 |
Gross unrealized losses | 0 | (32) |
Aggregate Estimated Fair Value | $ 500 | $ 1,035 |
INVESTMENTS AND FAIR VALUE ME_5
INVESTMENTS AND FAIR VALUE MEASUREMENTS - Schedule of Expected Available-for-sale Securities Maturity (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Fair Value Disclosures [Abstract] | |
One year or less | $ 5,507 |
After one year through five years | 20,412 |
After five years through 10 years | 0 |
After 10 years | 0 |
Available-for-sale debt securities total fair value | $ 25,919 |
INVESTMENTS AND FAIR VALUE ME_6
INVESTMENTS AND FAIR VALUE MEASUREMENTS - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Funds held for clients | ||
Total | $ 95,122 | $ 72,636 |
Liabilities: | ||
Contingent purchase consideration | 3,880 | |
Total | 3,880 | |
Quoted Prices in Active Market (Level 1) | ||
Funds held for clients | ||
Total | 69,203 | 48,500 |
Liabilities: | ||
Contingent purchase consideration | 0 | |
Total | 0 | |
Significant Other Observable Inputs (Level 2) | ||
Funds held for clients | ||
Total | 25,919 | 24,136 |
Liabilities: | ||
Contingent purchase consideration | 0 | |
Total | 0 | |
Significant Unobservable Inputs (Level 3) | ||
Funds held for clients | ||
Total | 0 | 0 |
Liabilities: | ||
Contingent purchase consideration | 3,880 | |
Total | 3,880 | |
Money market funds | Fair Value, Measurements, Recurring | ||
Cash and cash equivalents | ||
Money market funds | 5,204 | |
Money market funds | Fair Value, Measurements, Recurring | Quoted Prices in Active Market (Level 1) | ||
Cash and cash equivalents | ||
Money market funds | 5,204 | |
Money market funds | Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | ||
Cash and cash equivalents | ||
Money market funds | 0 | |
Money market funds | Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | ||
Cash and cash equivalents | ||
Money market funds | 0 | |
Money market funds | Fair Value, Measurements, Recurring | ||
Funds held for clients | ||
Funds for clients | 63,999 | 48,500 |
Money market funds | Fair Value, Measurements, Recurring | Quoted Prices in Active Market (Level 1) | ||
Funds held for clients | ||
Funds for clients | 63,999 | 48,500 |
Money market funds | Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | ||
Funds held for clients | ||
Funds for clients | 0 | 0 |
Money market funds | Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | ||
Funds held for clients | ||
Funds for clients | 0 | 0 |
Available-for-sale securities | Fair Value, Measurements, Recurring | ||
Funds held for clients | ||
Funds for clients | 25,919 | 24,136 |
Available-for-sale securities | Fair Value, Measurements, Recurring | Quoted Prices in Active Market (Level 1) | ||
Funds held for clients | ||
Funds for clients | 0 | 0 |
Available-for-sale securities | Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | ||
Funds held for clients | ||
Funds for clients | 25,919 | 24,136 |
Available-for-sale securities | Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | ||
Funds held for clients | ||
Funds for clients | $ 0 | $ 0 |
INVESTMENTS AND FAIR VALUE ME_7
INVESTMENTS AND FAIR VALUE MEASUREMENTS - Contingent Purchase Obligation (Details) - Contingent Consideration - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2020 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 0 | |
Purchase | 2,745 | |
Net realized / unrealized losses | $ 1,135 | 1,135 |
Ending balance | $ 3,880 | $ 3,880 |
ACQUISITIONS - Narrative (Detai
ACQUISITIONS - Narrative (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Dec. 31, 2020USD ($)business | Jul. 31, 2020USD ($) | Jan. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2019USD ($) | |
Business Acquisition [Line Items] | ||||||
Contingent purchase obligation | $ 3,880 | $ 3,880 | $ 0 | |||
2020 Acquisition | ||||||
Business Acquisition [Line Items] | ||||||
Intangibles | 11,853 | |||||
July 2020 | ||||||
Business Acquisition [Line Items] | ||||||
Purchase price | $ 4,250 | |||||
Contingent purchase obligation | 3,880 | 3,880 | $ 2,745 | |||
December 2020 | ||||||
Business Acquisition [Line Items] | ||||||
Purchase price | $ 8,212 | |||||
Number of businesses acquired | business | 2 | |||||
Payments to acquire business | $ 7,365 | |||||
Promissory note | $ 847 | |||||
January 2020 | ||||||
Business Acquisition [Line Items] | ||||||
Asset acquisition, purchase price | $ 2,153 | |||||
Cash payments for asset acquisition | 1,724 | |||||
Custodial hold back | 99 | |||||
Promissory note | $ 330 | |||||
Customer Relationships | 2020 Acquisition | ||||||
Business Acquisition [Line Items] | ||||||
Intangibles | 9,753 | |||||
Developed Technology | 2020 Acquisition | ||||||
Business Acquisition [Line Items] | ||||||
Intangibles | 2,000 | |||||
Trade Names | 2020 Acquisition | ||||||
Business Acquisition [Line Items] | ||||||
Intangibles | $ 100 |
ACQUISITIONS - Schedule of Reco
ACQUISITIONS - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of Business Combination and Asset Acquisition [Line Items] | ||
Goodwill | $ 5,261 | $ 4,826 |
2020 Acquisition | ||
Schedule of Business Combination and Asset Acquisition [Line Items] | ||
Cash & cash equivalents | 196 | |
Accounts receivable | 48 | |
Fixed assets | 2 | |
Funds held for clients | 5,505 | |
Goodwill | 5,261 | |
Intangibles | 11,853 | |
Total assets acquired | 22,865 | |
Client fund obligations | 5,505 | |
Total liabilities assumed | 5,505 | |
Net assets acquired | $ 17,360 |
ACQUISITIONS - Schedule of Busi
ACQUISITIONS - Schedule of Business Acquisitions, by Acquisition (Details) - 2020 Acquisition $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Schedule of Business Combination and Asset Acquisition [Line Items] | |
Purchase price | $ 13,339 |
Notes payable | 1,177 |
Custodial hold back | 99 |
Adjustment to fair value of contingent liability | 2,745 |
Fair value of net assets acquired | $ 17,360 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Impairment of goodwill | $ 0 | $ 35,060,000 |
Amortization of intangible assets | 9,547,000 | 11,765,000 |
Amortization expenses | 1,604,000 | $ 1,994,000 |
Human Capital Management | ||
Finite-Lived Intangible Assets [Line Items] | ||
Impairment of goodwill | $ 0 | |
Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset useful life (in years) | 1 year | |
Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset useful life (in years) | 9 years |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill, balance | $ 68,697 | $ 99,108 |
Goodwill recognized upon acquisition | 5,261 | 4,826 |
Adjustments to goodwill associated with acquisitions | (177) | |
Impairment loss | 0 | (35,060) |
Goodwill, balance | $ 73,958 | $ 68,697 |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (in Years) | 8 years 6 months | 8 years 6 months |
Gross | $ 103,076 | $ 91,224 |
Accumulated Amortization | (38,524) | (27,374) |
Net | $ 64,552 | $ 63,850 |
Developed Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (in Years) | 6 years 7 months 6 days | 6 years |
Gross | $ 12,001 | $ 10,001 |
Accumulated Amortization | (7,608) | (6,004) |
Net | $ 4,393 | $ 3,997 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (in Years) | 8 years 10 months 24 days | 8 years 10 months 24 days |
Gross | $ 88,310 | $ 78,558 |
Accumulated Amortization | (28,898) | (19,757) |
Net | $ 59,412 | $ 58,801 |
Reseller Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (in Years) | 7 years | 7 years |
Gross | $ 853 | $ 853 |
Accumulated Amortization | (853) | (853) |
Net | $ 0 | $ 0 |
Trade Names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (in Years) | 3 years | 3 years |
Gross | $ 880 | $ 780 |
Accumulated Amortization | (312) | (78) |
Net | $ 568 | $ 702 |
Noncompete Agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (in Years) | 5 years 2 months 12 days | 5 years 2 months 12 days |
Gross | $ 1,032 | $ 1,032 |
Accumulated Amortization | (853) | (682) |
Net | $ 179 | $ 350 |
GOODWILL AND OTHER INTANGIBLE_6
GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Expected Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2021 | $ 11,601 | |
2022 | 11,068 | |
2023 | 9,942 | |
2024 | 9,682 | |
2025 | 8,896 | |
Thereafter | 13,363 | |
Net | $ 64,552 | $ 63,850 |
NOTES PAYABLE - Schedule of Deb
NOTES PAYABLE - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Gross Notes Payable | $ 24,913 | $ 27,185 |
Short-term notes payable | 12,388 | 2,696 |
Long-term notes payable | 12,525 | 24,489 |
Notes Payable, Other Payables | ||
Debt Instrument [Line Items] | ||
Gross Notes Payable | $ 6,182 | 7,185 |
Notes Payable, Other Payables | Minimum | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 200.00% | |
Notes Payable, Other Payables | Maximum | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 300.00% | |
Notes Payable to Banks | Pinnacle Bank | ||
Debt Instrument [Line Items] | ||
Gross Notes Payable | $ 8,856 | 0 |
Stated interest rate | 1.00% | |
Notes Payable to Banks | Wells Fargo Term Loan | ||
Debt Instrument [Line Items] | ||
Gross Notes Payable | $ 9,875 | $ 20,000 |
Stated interest rate | 5.25% |
NOTES PAYABLE - Schedule of D_2
NOTES PAYABLE - Schedule of Debt and Debt Issuance Costs (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Gross notes payable, current portion | $ 12,388 | $ 2,696 |
Gross notes payable, net of current portion | 12,525 | 24,489 |
Gross Notes Payable | 24,913 | 27,185 |
Debt issuance costs and debt discount, current portion | (78) | (125) |
Debt issuance costs and debt discount, net of current portion | (300) | (347) |
Debt Issuance Costs | (378) | (472) |
Net notes payable, current portion | 12,310 | 2,571 |
Net notes payable, net of current portion | 12,225 | 24,142 |
Net Notes Payable | 24,535 | 26,713 |
Debt issuance costs and debt discount, current portion | 78 | 125 |
Debt issuance costs and debt discount, net of current portion | 300 | $ 347 |
Pinnacle Bank | ||
Debt Instrument [Line Items] | ||
Debt issuance costs and debt discount, current portion | 0 | |
Debt issuance costs and debt discount, net of current portion | 0 | |
Notes payable to bank, current | 6,866 | |
Notes payable to bank, noncurrent | 1,989 | |
Debt issuance costs and debt discount, current portion | 0 | |
Debt issuance costs and debt discount, net of current portion | $ 0 |
NOTES PAYABLE - Narrative (Deta
NOTES PAYABLE - Narrative (Details) | Aug. 10, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Debt Instrument [Line Items] | |||
Amount outstanding | $ 0 | $ 0 | |
Revolving Credit Facility | Credit Agreement | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | 10,000,000 | ||
Remaining borrowing capacity | 4,500,000 | 10,000,000 | |
Revolving Credit Facility | Credit Agreement And Our Amended And Restated Guaranty And Security Agreement | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 5,000,000 | ||
Repayments of debt | 5,000,000 | ||
Medium-term Notes | Credit Agreement | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | 20,000,000 | ||
Medium-term Notes | Credit Agreement And Our Amended And Restated Guaranty And Security Agreement | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | 10,000,000 | ||
Repayments of debt | 9,750,000 | ||
Current borrowing capacity | 15,000,000 | ||
Amendment fee | 225,000 | ||
PPP Loan | Pinnacle Bank | Maximum | |||
Debt Instrument [Line Items] | |||
Unforgiven debt | 3,250,000 | ||
Monthly periodic payments | $ 185,000 | ||
Periodic Payment One | |||
Debt Instrument [Line Items] | |||
Periodic payment | 125,000 | ||
Periodic Payment Two | |||
Debt Instrument [Line Items] | |||
Periodic payment | 250,000 | ||
Debt Instrument Covenant, Period One | Revolving Credit Facility | Credit Agreement | |||
Debt Instrument [Line Items] | |||
EBITDA | 3,750,000 | ||
Debt Instrument Covenant, Period One | Revolving Credit Facility | Third Restated Credit Agreement | |||
Debt Instrument [Line Items] | |||
EBITDA | $ 3,750,000 | ||
Leverage ratio | 3.50 | ||
Fixed charge coverage ratio | 1 | ||
Debt Instrument Covenant, Period Two | Revolving Credit Facility | Credit Agreement | |||
Debt Instrument [Line Items] | |||
EBITDA | 4,850,000 | ||
Debt Instrument Covenant, Period Two | Revolving Credit Facility | Third Restated Credit Agreement | |||
Debt Instrument [Line Items] | |||
EBITDA | $ 4,850,000 | ||
Leverage ratio | 3.25 | ||
Fixed charge coverage ratio | 1.50 | ||
Debt Instrument Covenant, Period Three | Revolving Credit Facility | Credit Agreement | |||
Debt Instrument [Line Items] | |||
EBITDA | $ 5,950,000 | ||
Debt Instrument Covenant, Period Three | Revolving Credit Facility | Third Restated Credit Agreement | |||
Debt Instrument [Line Items] | |||
EBITDA | $ 5,950,000 | ||
Leverage ratio | 2.50 | ||
Fixed charge coverage ratio | 1.60 | ||
Debt Instrument Covenant, Period Four | Revolving Credit Facility | Third Restated Credit Agreement | |||
Debt Instrument [Line Items] | |||
Fixed charge coverage ratio | 2 |
NOTES PAYABLE - Schedule of Mat
NOTES PAYABLE - Schedule of Maturities of Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | ||
2021 | $ 12,388 | |
2022 | 3,400 | |
2023 | 500 | |
2024 | 8,625 | |
2025 | 0 | |
Gross Notes Payable | $ 24,913 | $ 27,185 |
NOTES PAYABLE - Schedule of App
NOTES PAYABLE - Schedule of Applicable Margin Rates (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Less than 2 to 1 | Maximum | |
Debt Instrument [Line Items] | |
Leverage ratio | 2 |
Greater than 2 to1 and Less than 3 to 1 | Minimum | |
Debt Instrument [Line Items] | |
Leverage ratio | 2 |
Greater than 2 to1 and Less than 3 to 1 | Maximum | |
Debt Instrument [Line Items] | |
Leverage ratio | 3 |
More than 3 to 1 | Minimum | |
Debt Instrument [Line Items] | |
Leverage ratio | 3 |
Applicable Margin Relative to Base Rate Loans | Less than 2 to 1 | |
Debt Instrument [Line Items] | |
Debt instrument ratios | 2.25% |
Applicable Margin Relative to Base Rate Loans | Greater than 2 to1 and Less than 3 to 1 | |
Debt Instrument [Line Items] | |
Debt instrument ratios | 2.75% |
Applicable Margin Relative to Base Rate Loans | More than 3 to 1 | |
Debt Instrument [Line Items] | |
Debt instrument ratios | 3.25% |
Applicable Margin Relative to LIBOR Rate Loans | Less than 2 to 1 | |
Debt Instrument [Line Items] | |
Debt instrument ratios | 3.25% |
Applicable Margin Relative to LIBOR Rate Loans | Greater than 2 to1 and Less than 3 to 1 | |
Debt Instrument [Line Items] | |
Debt instrument ratios | 3.75% |
Applicable Margin Relative to LIBOR Rate Loans | More than 3 to 1 | |
Debt Instrument [Line Items] | |
Debt instrument ratios | 4.25% |
PROPERTY AND EQUIPMENT - Schedu
PROPERTY AND EQUIPMENT - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 21,592 | $ 20,571 |
Less accumulated depreciation and amortization | (13,311) | (12,704) |
Property and equipment, net | $ 8,281 | 7,867 |
Property and equipment useful life (in years) | 3 years | |
Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment useful life (in years) | 2 years | |
Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment useful life (in years) | 5 years | |
Furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 6,818 | 7,851 |
Furniture and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment useful life (in years) | 2 years | |
Furniture and equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment useful life (in years) | 5 years | |
Software development costs | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 10,308 | 7,529 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,808 | 3,970 |
Software | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment useful life (in years) | 3 years | |
Software | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment useful life (in years) | 5 years | |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,658 | $ 1,221 |
PROPERTY AND EQUIPMENT - Narrat
PROPERTY AND EQUIPMENT - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 3,504 | $ 2,370 |
Property and equipment useful life (in years) | 3 years | |
Capitalized software development costs | $ 2,780 | $ 2,756 |
CERTAIN BALANCE SHEET ACCOUNT_2
CERTAIN BALANCE SHEET ACCOUNTS - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Non-trade receivables related to custodial funds | $ 418 | $ 4,118 |
Receivable from sale of Workspace Management | 0 | 1,685 |
Prepaid expenses | 1,394 | 1,454 |
Other current assets | 1,472 | 1,294 |
Total | $ 3,284 | $ 8,551 |
CERTAIN BALANCE SHEET ACCOUNT_3
CERTAIN BALANCE SHEET ACCOUNTS - Other Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Income taxes payable | $ 0 | $ 2,608 |
Accrued expenses and other | 1,380 | 3,948 |
Total | $ 1,380 | $ 6,556 |
STOCKHOLDERS' EQUITY - Narrativ
STOCKHOLDERS' EQUITY - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2020USD ($)$ / sharesshares | May 31, 2020shares | Jan. 31, 2020shares | May 31, 2019shares | Apr. 30, 2018USD ($) | Dec. 31, 2020USD ($)plan$ / sharesshares | Dec. 31, 2019USD ($)$ / shares | Mar. 10, 2020USD ($)shares | Mar. 09, 2020shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Aggregate value of common stock and other securities | $ | $ 175,000 | $ 111,760 | |||||||
Value of unsold securities on current effective registration statements | $ | $ 60,000 | ||||||||
Value of additional shares authorized | $ | $ 5,000 | ||||||||
Shares repurchase authorized (in shares) | 364,446 | ||||||||
Number of active equity plans | plan | 1 | ||||||||
Shares available for future grant (in shares) | 1,244,000 | 1,244,000 | 364,446 | ||||||
Options granted (in shares) | 771,000 | ||||||||
Share-based compensation | $ | $ 2,365 | $ 2,268 | |||||||
Exercised in period, intrinsic value | $ | 205 | $ 356 | |||||||
Unrecognized compensation costs | $ | $ 2,563 | $ 2,563 | |||||||
Period of recognition of unrecognized compensation costs (in years) | 1 year 9 months | ||||||||
Commitment Offering | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares issued | 2,990,000 | ||||||||
Public offering price (USD per Share) | $ / shares | $ 7.25 | $ 7.25 | |||||||
Sale of stock, consideration received on transaction | $ | $ 21,700 | ||||||||
The 2018 Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares available for future grant (in shares) | 750,000 | 750,000 | |||||||
Options granted (in shares) | 1,713,000 | ||||||||
The 2018 Plan | Minimum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period (in years) | 3 years | ||||||||
Award expiration period (in years) | 5 years | ||||||||
The 2018 Plan | Maximum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period (in years) | 4 years | ||||||||
Award expiration period (in years) | 10 years | ||||||||
2018 Plan Amendment | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Additional shares authorized (in shares) | 1,000,000 | 600,000 | |||||||
Offer Exchange Program | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Outstanding (in USD per Share) | $ / shares | $ 8.50 | ||||||||
Number of shares underlying an eligible option in exchange for one new RSU (in shares) | 2.5 | ||||||||
Options purchased (in shares) | 467,500 | ||||||||
Restricted Stock Units (RSUs) | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted in exchange (in shares) | 597,000 | ||||||||
Unrecognized compensation costs | $ | $ 2,238 | $ 2,238 | |||||||
Period of recognition of unrecognized compensation costs (in years) | 2 years 3 months 25 days | ||||||||
Vested in period, fair value | $ | $ 528 | $ 430 | |||||||
Restricted Stock Units (RSUs) | Offer Exchange Program | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted in exchange (in shares) | 187,000 |
STOCKHOLDERS' EQUITY - Schedule
STOCKHOLDERS' EQUITY - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Stockholders' Equity Note [Abstract] | ||
Grant date fair value (in USD per share) | $ 2.44 | $ 2.65 |
Risk-free interest rate | 0.20% | 1.25% |
Expected volatility rate | 55.00% | 44.00% |
Expected life in years | 2 years 10 months 6 days | 3 years 6 months |
Expected dividend yield rate | 0.00% | 0.00% |
STOCKHOLDERS' EQUITY - Schedu_2
STOCKHOLDERS' EQUITY - Schedule of Share-based Compensation, Stock Options Reserved for Future Issuance (Details) - shares | Dec. 31, 2020 | Mar. 10, 2020 |
Stockholders' Equity Note [Abstract] | ||
Options and RSUs outstanding (in shares) | 1,713,000 | |
Shares available for future grant (in shares) | 1,244,000 | 364,446 |
Shares reserved (in shares) | 2,957,000 |
STOCKHOLDERS' EQUITY - Schedu_3
STOCKHOLDERS' EQUITY - Schedule of Share-based Compensation, Stock Options, Activity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Shares | |
Outstanding at the beginning of the year (in shares) | shares | 1,685,000 |
Granted (in shares) | shares | 771,000 |
Exercised (in shares) | shares | (130,000) |
Canceled (in shares) | shares | (1,054,000) |
Outstanding at the end of the year (in shares) | shares | 1,272,000 |
Vested and expected to vest (in shares) | shares | 1,256,000 |
Exercisable (in shares) | shares | 375,000 |
Weighted Average Exercise Price | |
Outstanding at the beginning of the year (in USD per share) | $ / shares | $ 9.71 |
Granted (in USD per share) | $ / shares | 6.52 |
Exercised (in USD per share) | $ / shares | 5.55 |
Canceled (in USD per share) | $ / shares | 10.06 |
Outstanding at the end of the year (in USD per share) | $ / shares | 7.92 |
Vested and expected to vest (in USD per share) | $ / shares | 8.55 |
Exercisable (in USD per share) | $ / shares | $ 7.91 |
Additional Disclosures | |
Outstanding weighted average remaining contractual term (in years) | 3 years 4 months 24 days |
Vested and expected to vest weighted average remaining contractual term (in years) | 3 years 2 months 12 days |
Exercisable weighted average remaining contractual term (in years) | 2 years 1 month 6 days |
Outstanding, aggregate intrinsic value | $ | $ 533 |
Vested and expected to vest, aggregate intrinsic value | $ | 456 |
Exercisable, aggregate intrinsic value | $ | $ 98 |
STOCKHOLDERS' EQUITY - Schedu_4
STOCKHOLDERS' EQUITY - Schedule of Share-based Compensation, RSUs (Details) - Restricted Stock Units (RSUs) | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Shares | |
Outstanding at the beginning of the year (in shares) | shares | 70,000 |
Granted (in shares) | shares | 597,000 |
Released (in shares) | shares | (76,000) |
Forfeited (in shares) | shares | (150,000) |
Outstanding at the end of the year (in shares) | shares | 441,000 |
Weighted Average Grant-Date Fair Value | |
Outstanding at the beginning of the year (in USD per share) | $ / shares | $ 11.52 |
Granted (in USD per share) | $ / shares | 5.32 |
Released (in USD per share) | $ / shares | 6.86 |
Forfeited (in USD per share) | $ / shares | 5.47 |
Outstanding at the end of the year (in USD per share) | $ / shares | $ 5.99 |
EMPLOYEE BENEFIT PLANS - Narrat
EMPLOYEE BENEFIT PLANS - Narrative (Details) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | ||
Number of shares reserved for issuance under ESPP (in shares) | 475,000 | |
Postemployment Retirement Benefits | ||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | ||
Contributions by employer | $ 124 | $ 814 |
Maximum | ||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | ||
Discount from market price (as a percent) | 15.00% |
CONTRACTS WITH CUSTOMERS AND _2
CONTRACTS WITH CUSTOMERS AND REVENUE CONCENTRATION - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Allowance for doubtful accounts | $ 771 | $ 904 |
Net receivables from contracts with customers | 4,852 | 4,808 |
Deferred commissions costs | 3,792 | 2,697 |
Amortization of deferred sales commissions | 906 | $ 1,398 |
Deferred revenue | 3,783 | |
Revenue expected from remaining performance obligations | $ 31,503 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Percentage of revenue expected from remaining performance obligation, Percentage | 71.00% | |
Expected timing for remaining performance obligation (in months) | 12 months |
DISCONTINUED OPERATIONS - Narra
DISCONTINUED OPERATIONS - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2020 | Jul. 31, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Receivable from sale of Workspace Management | $ 1,685 | $ 0 | |
Workspace Management Software Solutions | Discontinued Operations, Disposed of by Sale | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Cash proceeds | $ 121,500 | ||
Receivable from sale of Workspace Management | $ 1,687 |
DISCONTINUED OPERATIONS - Opera
DISCONTINUED OPERATIONS - Operating Results of Discontinued Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Income from discontinued operations | $ 0 | $ 3,498 |
Gain on sale of discontinued operations | 0 | 94,293 |
Income tax expense | 0 | (25,499) |
Gain on discontinued operations, net of taxes | $ 0 | 72,292 |
Discontinued Operations, Disposed of by Sale | Workspace Management Software Solutions | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Revenue | 24,619 | |
Income from discontinued operations | 3,498 | |
Gain on sale of discontinued operations | 94,293 | |
Income tax expense | (25,499) | |
Gain on discontinued operations, net of taxes | $ 72,292 |
DISCONTINUED OPERATIONS - Sched
DISCONTINUED OPERATIONS - Schedule of Expenses and Non-Cash Items (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Gain on sale of discontinued operations | $ 0 | $ (94,293) |
Workspace Management Software Solutions | Discontinued Operations, Disposed of by Sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Depreciation and amortization | 1,060 | |
Provision for doubtful accounts | (87) | |
Share based compensation | 278 | |
Capital expenditures | (417) | |
Software capitalization | (1,083) | |
Gain on sale of discontinued operations | $ (94,293) |
NET LOSS PER SHARE - Components
NET LOSS PER SHARE - Components of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator | ||
Loss from continuing operations | $ (16,311) | $ (42,291) |
Income from discontinued operations | 0 | 72,292 |
Net income (loss) | $ (16,311) | $ 30,001 |
Denominator | ||
Weighted-average shares of common stock outstanding, basic and diluted (in shares) | 15,910 | 15,511 |
Basic and diluted income (loss) per share | ||
Basic and diluted loss from continuing operations (in USD per share) | $ (1.03) | $ (2.73) |
Basic and diluted income from discontinuing operations (in USD per share) | 0 | 4.66 |
Basic and diluted income (loss) (in USD per share) | $ (1.03) | $ 1.93 |
NET LOSS PER SHARE - Narrative
NET LOSS PER SHARE - Narrative (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Equity Option | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded (in Shares) | 1,713 | 1,756 |
INCOME TAXES - Summary of Incom
INCOME TAXES - Summary of Income Tax Contingencies (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ (15,974) | $ (66,402) |
Foreign | 0 | 0 |
Loss from continuing operations before income taxes | $ (15,974) | $ (66,402) |
INCOME TAXES - Schedule of Effe
INCOME TAXES - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | ||
Federal | $ 0 | $ (21,697) |
State | (214) | (1,899) |
Foreign | (1) | 42 |
Total current | (215) | (23,554) |
Deferred: | ||
Federal | 259 | (210) |
State | 293 | (347) |
Foreign | 0 | 0 |
Total deferred | 552 | (557) |
Income tax expense (benefit) | $ 337 | $ (24,111) |
INCOME TAXES - Schedule of Defe
INCOME TAXES - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Net operating losses | $ 11,570 | $ 8,004 |
Research and development credit carryforwards | 3,246 | 3,104 |
Minimum tax credit carryforwards | 0 | 31 |
Disallowed interest expense carryforwards | 54 | 0 |
Stock compensation | 258 | 168 |
Deferred revenue | 148 | 588 |
Accrued expenses | 590 | 349 |
Lease liabilities | 1,931 | 1,905 |
Goodwill | 0 | 2,132 |
Other | 303 | 347 |
Gross current deferred tax assets | 18,100 | 16,628 |
Valuation allowance | (6,892) | (5,204) |
Net deferred tax assets | 11,208 | 11,424 |
Deferred tax liabilities: | ||
Acquired intangibles | (5,930) | (7,828) |
Fixed assets | (284) | (125) |
Capitalized software | (1,524) | (1,353) |
Deferred commission | (1,000) | (698) |
Right-of-use asset | (1,721) | (1,756) |
Goodwill | (1,637) | 0 |
Gross noncurrent deferred tax assets | (12,096) | (11,760) |
Net deferred liabilities | $ (888) | $ (336) |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Examination [Line Items] | |||
Operating loss carryforwards | $ 48,435 | ||
Deferred research and development credit carryforwards | 3,579 | ||
Carryforwards indefinitely | $ 16,962 | ||
Maximum percentage of taxable income offset by carryforward allowed | 80.00% | ||
Increase in valuation allowance | $ 1,688 | ||
Unrecognized tax benefits | 587 | $ 856 | $ 1,435 |
Unrecognized tax benefit that would impact effective tax rate | 15 | ||
Interest and penalties | $ 0 | ||
Minimum | |||
Income Tax Examination [Line Items] | |||
Carryforwards expiration year | 2021 | ||
Maximum | |||
Income Tax Examination [Line Items] | |||
Carryforwards expiration year | 2040 |
INCOME TAXES - Schedule of Comp
INCOME TAXES - Schedule of Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Computed at statutory rate | $ (3,355) | $ (13,944) |
State taxes, net of federal benefit | (632) | (1,901) |
Permanent items and other | (379) | 992 |
Credit carryforwards | (122) | 2,014 |
Foreign income taxed at different rates | 0 | 22 |
Goodwill impairment | 0 | 3,907 |
Change in tax carryforwards not benefitted | 3,137 | (352) |
Change in valuation allowance | 1,688 | (14,849) |
Income tax expense (benefit) | $ 337 | $ (24,111) |
INCOME TAXES - Schedule of Inco
INCOME TAXES - Schedule of Income Before Income Tax, Domestic and Foreign (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Balance | $ 856 | $ 1,435 |
Additions based on tax positions related to the current year | 106 | |
Additions for tax positions of prior years | 19 | 59 |
Reductions for tax positions of prior years | (56) | (744) |
Additions based on tax positions related to the current year | (232) | |
Balance | $ 587 | $ 856 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Lessee, Lease, Description [Line Items] | ||
Total lease liabilities | $ 7,199 | |
Operating lease liabilities, current | 1,833 | $ 1,575 |
Operating lease assets, net | $ 6,450 | $ 6,963 |
Incremental borrowing rate | 10.00% | |
Weighted average remaining lease term for operating leases (in years) | 5 years | |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease, term of contract (in years) | 1 year | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease, term of contract (in years) | 10 years |
LEASES - Rent Expense Component
LEASES - Rent Expense Components (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 2,153 |
Sublease income | (117) |
Net rent expense | $ 2,036 |
LEASES - Supplemental Cash Flow
LEASES - Supplemental Cash Flow Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Leases [Abstract] | |
Operating cash outflows from operating leases | $ 2,246 |
Operating lease assets obtained in exchange for new operating lease liabilities | $ 1,052 |
LEASES - Schedule of Future Min
LEASES - Schedule of Future Minimum Lease Payments for Operating Leases (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Leases [Abstract] | |
2021 | $ 2,354 |
2022 | 1,837 |
2023 | 1,142 |
2024 | 1,022 |
2025 | 828 |
Thereafter | 1,802 |
Total minimum lease payments | 8,985 |
Less imputed interest | (1,786) |
Total lease liabilities | $ 7,199 |