Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 06, 2020 | Jun. 28, 2019 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | ASURE SOFTWARE INC | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 15,741,013 | ||
Entity Public Float | $ 103,999,292 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0000884144 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 28,826 | $ 15,444 |
Accounts and note receivable, net of allowance for doubtful accounts of $904 and $511 at December 31, 2019 and December 31, 2018, respectively | 4,808 | 5,102 |
Inventory | 656 | 1,169 |
Prepaid expenses and other current assets | 12,218 | 2,261 |
Current assets of discontinued operations | 0 | 13,733 |
Total current assets before funds held for clients | 46,508 | 37,709 |
Funds held for clients | 137,935 | 122,206 |
Total current assets | 184,443 | 159,915 |
Property and equipment, net | 7,867 | 6,434 |
Goodwill | 68,697 | 99,108 |
Intangible assets, net | 63,850 | 72,248 |
Operating lease assets, net | 6,963 | |
Other assets | 3,224 | 2,338 |
Long-term assets of discontinued operations | 0 | 21,057 |
Total assets | 335,044 | 361,100 |
Current liabilities: | ||
Current portion of notes payable | 2,571 | 4,733 |
Accounts payable | 1,736 | 2,945 |
Accrued compensation and benefits | 3,424 | 2,281 |
Operating lease liabilities, current | 1,575 | |
Other accrued liabilities | 6,556 | 1,105 |
Deferred revenue | 5,500 | 2,887 |
Current liabilities of discontinued operations | 0 | 11,351 |
Total current liabilities before client fund obligations | 21,362 | 25,302 |
Client fund obligations | 145,227 | 123,170 |
Total current liabilities | 166,589 | 148,472 |
Long-term liabilities: | ||
Deferred revenue | 322 | 834 |
Deferred tax liability | 336 | 869 |
Notes payable, net of current portion and debt issuance cost | 24,142 | 106,634 |
Operating lease liabilities, noncurrent | 5,937 | |
Other liabilities | 139 | 439 |
Long-term liabilities of discontinued operations | 0 | 1,334 |
Total long-term liabilities | 30,876 | 110,110 |
Total liabilities | 197,465 | 258,582 |
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; 22,000 and 22,000 shares authorized; 16,098 and 15,666 shares issued, 15,714 and 15,282 shares outstanding at December 31, 2019 and December 31, 2018, respectively | 161 | 157 |
Treasury stock at cost, 384 shares at December 31, 2019 and December 31, 2018 | (5,017) | (5,017) |
Additional paid-in capital | 396,102 | 391,927 |
Accumulated deficit | (253,642) | (283,643) |
Accumulated other comprehensive loss | (25) | (906) |
Total stockholders’ equity | 137,579 | 102,518 |
Total liabilities and stockholders’ equity | $ 335,044 | $ 361,100 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts (in Dollars) | $ 904 | $ 511 |
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 | 22,000,000 | 22,000,000 |
Common stock, shares issued | 16,098,000 | 15,666,000 |
Common stock, shares outstanding | 15,714,000 | 15,282,000 |
Treasury stock, shares | 384,000 | 384,000 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue | ||
Revenue | $ 73,150,000 | $ 63,626,000 |
Cost of sales | 29,836,000 | 24,122,000 |
Gross profit | 43,314,000 | 39,504,000 |
Operating expenses | ||
Selling, general and administrative | 42,093,000 | 36,765,000 |
Research and development | 5,351,000 | 5,998,000 |
Amortization of intangible assets | 11,765,000 | 7,481,000 |
Impairment of goodwill | 35,060,000 | 0 |
Total operating expenses | 94,269,000 | 50,244,000 |
Loss from operations | (50,955,000) | (10,740,000) |
Interest expense and other, net | (15,447,000) | (8,615,000) |
Loss from continuing operations before income taxes | (66,402,000) | (19,355,000) |
Income tax benefit | (24,111,000) | (7,982,000) |
Loss from continuing operations | (42,291,000) | (11,373,000) |
Discontinued operations (Note 12) | ||
Gain on disposal of discontinued operations | 94,293,000 | 0 |
Income from operations of discontinued operations | 3,498,000 | 4,578,000 |
Income tax expense | (25,499,000) | (753,000) |
Gain on discontinued operations, net of taxes | 72,292,000 | 3,825,000 |
Net loss | 30,001,000 | (7,548,000) |
Other comprehensive income (loss): | ||
Change in unrealized gain (loss) on available for sale securities | 6,000 | (101,000) |
Foreign currency translation loss | (597,000) | (742,000) |
Comprehensive income (loss) | $ 29,410,000 | $ (8,391,000) |
Basic and diluted loss per share from continuing operations | ||
Basic (in Dollars per share) | $ (2.73) | $ (0.81) |
Diluted (in Dollars per share) | (2.73) | (0.81) |
Basic and diluted net income (loss) per share | ||
Basic (in Dollars per share) | 1.93 | (0.54) |
Diluted (in Dollars per share) | $ 1.93 | $ (0.54) |
Weighted average basic and diluted shares | ||
Basic (in Shares) | 15,511,000 | 14,010,000 |
Diluted (in Shares) | 15,511,000 | 14,010,000 |
Recurring | ||
Revenue | ||
Revenue | $ 70,066,000 | $ 58,890,000 |
Professional services, hardware and other | ||
Revenue | ||
Revenue | $ 3,084,000 | $ 4,736,000 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Treasury Stock | Additional Paid- in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
BALANCE at Dec. 31, 2017 | $ 63,774 | $ 129 | $ (5,017) | $ 346,322 | $ (277,597) | $ (63) |
BALANCE (in Shares) at Dec. 31, 2017 | 12,492 | |||||
Retrospective adoption of Topic 606 | 1,502 | 1,502 | ||||
Share based compensation | 1,687 | 1,687 | ||||
Stock issued upon option exercise | 156 | 156 | ||||
Stock issued upon option exercise (in Shares) | 28 | |||||
Stock issued, net of issuance cost (in Shares) | 2,762 | |||||
Stock issued, net of issuance cost | 43,790 | $ 28 | 43,762 | |||
Net income (loss) | (7,548) | (7,548) | ||||
Other comprehensive income | (843) | (843) | ||||
BALANCE at Dec. 31, 2018 | 102,518 | $ 157 | (5,017) | 391,927 | (283,643) | (906) |
BALANCE (in Shares) at Dec. 31, 2018 | 15,282 | |||||
Share based compensation | 2,268 | 2,268 | ||||
Stock issued upon option exercise | $ 848 | $ 2 | 846 | |||
Stock issued upon option exercise (in Shares) | 143 | 204 | ||||
Stock issued under the employee stock purchase plan | $ 508 | $ 1 | 507 | |||
Stock issued under the employee stock purchase plan (in Shares) | 105 | |||||
Stock issued upon acquisition (in Shares) | 123 | |||||
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 at Dec. 31, 2019 | $ 137,579 | $ 161 | $ (5,017) | $ 396,102 | $ (253,642) | $ (25) |
BALANCE (in Shares) at Dec. 31, 2019 | 15,714 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ 30,001,000 | $ (7,548,000) |
Adjustments to reconcile net income (loss) to net cash used in operations: | ||
Depreciation and amortization | 18,165,000 | 12,927,000 |
Impairment of goodwill | 35,060,000 | 0 |
Amortization of debt financing costs and discount | 1,462,000 | 1,451,000 |
Release of contingent consideration | 0 | (489,000) |
Provision for doubtful accounts | 446,000 | 504,000 |
Benefit from deferred income taxes | (1,193,000) | (7,083,000) |
Loss (gain) on extinguishment of debt | 2,808,000 | (479,000) |
Gain on sale of discontinued operations | (94,293,000) | 0 |
Share-based compensation | 2,268,000 | 1,687,000 |
Loss on disposals of fixed assets | 62,000 | 53,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,446,000) | (1,719,000) |
Inventory | (1,581,000) | (2,948,000) |
Prepaid expenses and other assets | 554,000 | (1,437,000) |
Accounts payable | (3,174,000) | 1,595,000 |
Accrued expenses and other long-term obligations | 5,649,000 | (2,410,000) |
Operating lease liabilities | (900,000) | |
Deferred revenue | 5,662,000 | (1,233,000) |
Net cash used in operating activities | (450,000) | (7,129,000) |
Cash flows from investing activities: | ||
Proceeds from sale of discontinued operations | 118,206,000 | 0 |
Acquisitions, net of cash acquired | (7,443,000) | (66,984,000) |
Purchases of property and equipment | (1,017,000) | (1,898,000) |
Software capitalization costs | (3,824,000) | (3,896,000) |
Net change in funds held for clients | (8,980,000) | (34,450,000) |
Net cash provided by (used in) investing activities | 96,942,000 | (107,228,000) |
Cash flows from financing activities: | ||
Proceeds from notes payable | 28,636,000 | 36,750,000 |
Payments of notes payable | (118,421,000) | (7,105,000) |
Proceeds from revolving line of credit | 10,231,000 | 4,540,000 |
Payments of revolving line of credit | (10,312,000) | (4,540,000) |
Debt financing fees | (1,539,000) | (1,693,000) |
Payments of finance leases | (102,000) | (135,000) |
Net proceeds from issuance of common stock | 820,000 | 39,449,000 |
Net change in client fund obligations | 7,692,000 | 34,522,000 |
Net cash provided by (used in) financing activities | (82,995,000) | 101,788,000 |
Effect of foreign exchange rates | (115,000) | 221,000 |
Net increase (decrease) in cash and cash equivalents | 13,382,000 | (12,348,000) |
Cash and cash equivalents at beginning of period | 15,444,000 | 27,792,000 |
Cash and cash equivalents at end of period | 28,826,000 | 15,444,000 |
Cash paid for: | ||
Interest | 8,897,000 | 7,819,000 |
Income taxes | 126,000 | 91,000 |
Non-cash Investing and Financing Activities: | ||
Subordinated notes payable –acquisitions | 0 | 7,592,000 |
Equity issued in connection with acquisitions | $ 555,000 | $ 4,493,000 |
THE COMPANY
THE COMPANY | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company | NOTE 1 - THE COMPANY Asure Software, Inc., (“Asure”, the “Company”, “we” and “our”), a Delaware Corporation, is a leading provider of Human Capital Management (“HCM”) and, until its divestiture in December 2019, Workspace Management software solutions. Asure facilitates the growth of small and mid-sized companies by helping them (i) build better teams with skills that get them to the next level, (ii) stay compliant with ever changing federal, state, and local tax jurisdictions and labor laws, and (iii) allocate more resources to support growth rather than back-office overhead that suffocates growth. Asure’s HCM suite, named AsureHCM, includes cloud-based Payroll & Tax, Human Resources ("HR"), and Time & Attendance software as well as HR Services ranging from HR projects to completely outsourcing payroll and HR staff. We develop, market, sell and support our offerings worldwide through our principal office in Austin, Texas and additional offices in Alabama, California, Florida, Massachusetts, Michigan, Nebraska, New York, North Carolina, Tennessee, Vermont, Washington, and the United Kingdom. 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. The purchase price is subject to a working capital adjustment. 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, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION We have prepared our consolidated financial statements in accordance with U.S. generally accepted accounting principles and have included the accounts of our wholly owned subsidiaries. We have eliminated all significant intercompany transactions and balances in consolidation. We have made certain reclassifications to the prior year’s consolidated financial statements to conform to the current year presentation. SEGMENTS The chief operating decision maker is Asure’s Chief Executive Officer who reviews financial information presented on a company-wide basis. Accordingly, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 280, we determined that 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, 2019 , we were not party to any pending legal proceedings. 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, based upon the Company’s intent, are restricted for use solely for the purposes of satisfying the obligations to remit funds relating to the Company’s payroll and payroll tax filing services, which are classified as client fund obligations on our consolidated balance sheets. Funds held for clients are held in demand deposit accounts at major financial institutions and are classified as a current asset on our consolidated balance sheets since these funds are held solely for the purposes of satisfying the client fund obligations. Client fund obligations represent the Company’s contractual obligations to remit funds to satisfy clients’ payroll and tax payment obligations and are recorded on the consolidated balance sheets at the time that the Company impounds funds from clients. The client fund obligations represent liabilities that will be repaid within one year of the balance sheet date. The Company has reported client fund obligations as a current liability on the consolidated balance sheets totaling $145,227 and $123,170 as of December 31, 2019 and December 31, 2018 , respectively. The Company has classified funds held for clients as a current asset totaling $137,935 and $122,206 as of December 31, 2019 and 2018 , respectively, since these funds are held solely for the purposes of satisfying client funds obligations. FAIR VALUE OF FINANCIAL INSTRUMENTS We apply the authoritative guidance on fair value measurements for financial assets and liabilities that are measured at fair value on a recurring basis, and non-financial assets and liabilities such as goodwill, intangible assets and property and equipment that are measured at fair value on a non-recurring basis. CONCENTRATION OF CREDIT RISK We grant credit to customers in the ordinary course of business. We limit concentrations of credit risk related to our trade accounts receivable due to our large number of customers, including third-party resellers, and their dispersion across several industries and geographic areas. We perform ongoing credit evaluations of our customers and maintain reserves for potential credit losses. We require advanced payments or secured transactions when deemed necessary. We review potential customers’ credit ratings to evaluate customers’ ability to pay an obligation within the payment term, which is usually net thirty days. If we receive reasonable assurance of payment and know of no barriers to legally enforce the payment obligation, we may extend credit to customers. We place accounts on “Credit Hold” if a placed order exceeds the credit limit or sooner if circumstances warrant. We follow our credit policy consistently and routinely monitor our delinquent accounts for indications of uncollectability. ALLOWANCE FOR DOUBTFUL ACCOUNTS We maintain an allowance for doubtful accounts at an amount we estimate to be sufficient to provide adequate protection against losses resulting from extending credit to our customers. We base this allowance, in the aggregate, on historical collection experience, age of receivables and general economic conditions. The allowance for doubtful accounts also considers the need for specific customer reserves based on the customer’s payment experience, credit-worthiness and age of receivable balances. Our bad debts have not been material and have been within management expectations. 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 AsureTime&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 to five years . Property and equipment also includes leasehold improvements which we record at cost less accumulated amortization. We record amortization of leasehold improvements using the straight-line method over the shorter of the lease term or over the life of the respective assets, as applicable. We recognize gains or losses related to retirements or disposition of fixed assets in the period incurred. We expense repair and maintenance costs as incurred. We periodically review the estimated economic useful lives of our property and equipment and make adjustments, if necessary, according to the latest information available. BUSINESS COMBINATIONS We have accounted for our acquisitions using the acquisition method of accounting based on ASC 805— Business Combinations , 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, w e 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. In 2018, there was no impairment of 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 to nine years. Each reporting period, we evaluate the estimated remaining useful life of intangible assets and assess whether events or changes in circumstances warrant a revision to the remaining period of amortization or indicate that impairment exists. In 2019, we accelerated the amortization after a reassessment of the useful lives of certain trade names in relation to our rebranding efforts. We have no t identified any other impairments of finite-lived intangible assets during any of the periods presented. See Note 5 for additional information regarding intangible assets. 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 On January 1, 2018, we adopted ASC Topic 606 (“Topic 606”) using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. There was no impact to revenue as a result of applying Topic 606 for the year ended December 31, 2018 . 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. SaaS arrangements and time-based software subscriptions typically have an initial term ranging from one to three years and are renewable on an annual basis. A typical SaaS/software subscription arrangement will also include hardware, setup and implementation services. Revenue allocated to the SaaS/software subscription performance obligations are recognized on an output basis ratably as the service is provided over the non-cancellable term of the SaaS/subscription service and are reported as 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 to three years and are renewable on an annual basis. Revenue recognized from maintenance/support are reported as Recurring on the Consolidated Statement of Comprehensive Loss. We do not recognize revenue for agreements with rights of return, refundable fees, cancellation rights or substantive acceptance clauses until these return, refund or cancellation rights have expired or acceptance has occurred. Our arrangements with resellers do not allow for any rights of return. Our payment terms vary by the type of customer and the customer’s payment history and the products or services offered. The term between invoicing and when payment is due is not significant and as such our contracts do not include a significant financing component. The transaction prices of our contracts do not include consideration amounts that are variable and do not include noncash consideration. Deferred revenue includes amounts invoiced to customers in excess of revenue we recognize, and is comprised of deferred 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 to three years . ADVERTISING COSTS We expense advertising costs as we incur them. Advertising expenses were $64 and $55 for 2019 and 2018 , 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. FOREIGN CURRENCY TRANSLATION We measure the financial statements of our foreign subsidiaries using the local currency as the functional currency. Accordingly, we translate the assets and liabilities of these foreign subsidiaries at current exchange rates at each balance sheet date. We record translation adjustments arising from the translation of net assets located outside of the United States into United States dollars in accumulated other comprehensive loss as a separate component of stockholders’ equity. We translate income and expenses from the foreign subsidiaries using monthly average exchange rates. We include net gains and losses resulting from foreign exchange transactions in other income and expenses, which were not significant in 2019 and 2018 . 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 In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) . The core principle of the standard is that a lessee should recognize the assets and liabilities that arise from leases. A lessee should recognize in its statement of financial position a liability to make lease payments (the lease liability) and an operating lease asset representing its right to use the underlying asset for the lease term. Additional qualitative and quantitative disclosures are also required. We adopted the standard on January 1, 2019, utilizing the cumulative-effect adjustment transition method, which applies the provisions of the standard at the effective date without adjusting the comparative periods presented. Upon adoption, we did not record an adjustment to our beginning accumulated deficit. In addition, we adopted the following additional practical expedients available for implementation: • An entity need not reassess whether any existing or expired contracts are or contain leases; • An entity need not reassess lease classification for any existing or expired leases; and • An entity need not reassess initial direct costs for any existing leases. We recognized operating lease liabilities of approximately $8,900 on January 1, 2019. A right-of-use asset of approximately $8,200 was recognized based on the lease liability, adjusted for the reclassification of deferred rent and lease incentive of approximately $700 . The standard did not materially impact our operating results or liquidity upon adoption. The standard has no impact on the timing or classification of our cash flows as reported in the Condensed Consolidated Statement of Cash Flows. Our accounting for finance leases remained substantially unchanged. Disclosures related to this standard are included in Note 15. In January 2017, the FASB issued ASU 2017-04, which simplifies the accounting for goodwill impairment by requiring a goodwill impairment to be measured using a single step impairment model, whereby the impairment equals the difference between the carrying amount and the fair value of the specified reporting units in their entirety. This eliminates the second step of the current impairment model that requires companies to first estimate the fair value of all assets in a reporting unit and measure impairments based on those fair values and a residual measurement approach. It also specifies that any loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. We recognized a goodwill impairment loss in 2019. Refer to Note 5. In February 2018, the FASB issued ASU No. 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income , which provides entities the option to reclassify tax effects stranded in accumulated other comprehensive income as a result of the 2017 Tax Cuts and Jobs Act (“the Tax Act”) to retained earnings. We adopted the standard effective January 1, 2019. The adoption of this accounting standard did not have a material impact on our financial position, results of operations, cash flows, or presentation thereof. Standards Yet to Be Adopted 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. Early adoption is permitted. The standard also allows for the early adoption of any removed or modified disclosures upon issuance of this ASU while delaying the adoption of the additional disclosures until their effective date. We plan to adopt this standard at the effective date and do not expect any material impact from adoption. 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). For public companies, the amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. Implementation should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The effects of this standard on our financial position, results of operations or cash flows are not expected to be material. 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 intraperiod 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 15, 2020, and interim periods within those fiscal years. We are currently evaluating the impact, if any, the adoption will have on our financial position and results of operations. |
INVESTMENTS AND FAIR VALUE MEAS
INVESTMENTS AND FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Investments and Fair Value Measurements | NOTE 3 - INVESTMENTS AND FAIR VALUE MEASUREMENTS At December 31, 2019 and 2018, $24,136 and $4,256 , 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, 2019 and 2018, we also had $48,500 and $0 , respectively, of funds held for clients invested in money market funds and other cash equivalents. Additionally, as of December 31, 2018, we had $8,111 in money market funds classified as cash equivalents. Cash equivalents as of December 31, 2019 was not material. Investments classified as available-for-sale consisted of the following: Amortized Cost Gross Unrealized Gains (1) Gross Unrealized Losses (1) Aggregate Estimated Fair Value 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 December 31, 2018: Funds Held for Clients (2) Corporate debt securities $ 4,334 $ 21 $ (99 ) $ 4,256 (1) Unrealized gains and losses on available-for-sale securities are included as a component of comprehensive loss. At December 31, 2019 , there were 53 securities in an unrealized gain position and there were 18 securities in an unrealized loss position. These unrealized losses were less than $35 individually and $50 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, 2019 and 2018, 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, 2019 are as follows: One year or less $ 6,414 After one year through five years 17,681 After five years through 10 years — After 10 years 41 $ 24,136 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, 2019 and December 31, 2018 , respectively: Fair Value Measure at December 31, 2019 Total Quoted Prices in Active Market (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) 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 Measure at December 31, 2018 Total Quoted Prices in Active Market (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash equivalents Money market funds $ 8,111 $ 8,111 $ — $ — Funds held for clients Available-for-sale securities 4,256 — 4,256 — Total $ 12,367 $ 8,111 $ 4,256 $ — 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, 2019 , had a carrying value of $26,713 . 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. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | NOTE 4 - ACQUISITIONS 2018 Acquisitions In January 2018, we acquired all of the outstanding shares of common stock of Pay Systems of America, Inc. (“Pay Systems”), a provider of HR, payroll and employee benefits services. The aggregate consideration for the shares consisted of (i) $13,935 in cash and (ii) a subordinated promissory note (the “Pay Systems Note”) in the principal amount of $1,572 , subject to adjustment. We funded the cash payment with cash on hand. The Pay Systems Note bears interest at an annual rate of 2.0% and is payable in two installments – one-half, plus accrued interest, on July 1, 2018 and the remaining principal balance and accrued interest on January 1, 2019 . This note was paid in full in January 2019. In January 2018, we also completed the acquisitions of two other companies that are current resellers of our leading Human Resource Information System platform. We funded these two acquisitions with cash on hand, subordinated promissory notes and shares of Asure common stock. In April 2018, we acquired all of the assets of a provider of outsourced HR, consulting, and professional services around payroll and employee benefits; and we acquired all of the share capital of a provider of a sensor-based solution that allows organizations across the world to streamline operations, create efficiencies, enhance productivity, and analyze employee engagement. We funded these acquisitions with cash (using borrowed funds under our Second Restated Credit Agreement) and subordinated promissory notes. In April 2018, we also purchased a portfolio of customer accounts and the related contracts for payroll processing services (known as Evolution Payroll) from Wells Fargo for an aggregate purchase price of $10,450 . The aggregate purchase price consisted of (i) $10,000 in cash and (ii) a subordinated promissory note (the “Evolution Payroll Note”) in the principal amount of $450 . The Evolution Payroll Note bears interest at an annual rate of 2.0% , and the unpaid principal and all accrued interest under the Evolution Payroll Note is payable on April 9, 2020 . To finance this transaction, we borrowed approximately $10,000 under our Second Restated Credit Agreement. In July 2018, we acquired all of the capital stock of USA Payroll, Inc. and assets of its affiliates (“USA Payroll”), a payroll processing company based in Rochester, New York and a licensee of our Evolution software. The aggregate purchase price consisted of (i) $18,561 in cash; (ii) a subordinated promissory note (the “USA Payroll Notes”) in the principal amount of $3,263 ; and (iii) 225,089 unregistered shares of our common stock valued at $3,600 based on a volume-weighted average of the closing prices of our common stock during a 90-day period. We funded the cash payment with cash on hand. The USA Payroll Notes bear interest at an annual rate of 3.0% . Interest payments are due on July 1, 2019, July 1, 2020 and accrued interest and principal is due on July 1, 2021. Except for the purchase of Pay Systems, Evolution Payroll portfolio and USA Payroll, the 2018 acquisitions, individually, were not material to our results of operations, financial position, or cash flows. We have treated the purchase of the Evolution Payroll portfolio as an acquisition of assets, rather than as an acquisition of a business. Purchase Price Allocation Following is the purchase price allocation for the 2018 business acquisitions. We based the preliminary fair value estimate for the assets acquired and liabilities assumed for these acquisitions upon preliminary calculations and valuations. Our estimates and assumptions for these acquisitions are subject to change as we obtain additional information for our estimates during the respective measurement periods (up to one year from the acquisition date). The primary areas of those preliminary estimates that we have not yet finalized relate to certain tangible assets and liabilities acquired, and income and non-income based taxes. We recorded the transactions, with the exception of the Evolution Payroll portfolio purchase, using the acquisition method of accounting and recognized assets and liabilities assumed at their fair value as of the dates of acquisitions. The $40,323 of intangible assets subject to amortization consist of $33,554 allocated to Customer Relationships, $2,100 for Developed Technology, $2,330 for Trade Names, and $330 for Noncompete Agreements. To value the Trade Names, we employed the relief from royalty method under the market approach. For the Noncompete Agreements, we employed a form of the income approach which analyzes the Company’s profitability with these assets in place, in contrast to the Company’s profitability without them. For the Customer Relationships and Developed Technology, we employed a form of the excess earnings method, which is a form of the income approach. The discount rate used in valuing these assets ranged from 13.0% to 33.0% , which reflects the risk associated with the intangible assets related to the other assets and the overall business operations to us. We estimated the fair values of the Trade Names using the relief from royalty method based upon a 1.0% royalty rate. We believe significant synergies are expected to arise from these strategic acquisitions. This factor contributed to a purchase price that was in excess of the fair value of the net assets acquired and, as a result, we recorded goodwill for each acquisition. A portion of acquired goodwill will be deductible for tax purposes. Pay Systems USA Payroll Others Total Cash & cash equivalents $ 764 $ 470 $ 643 $ 1,877 Accounts receivable 56 104 2,395 2,555 Fixed assets 121 98 428 647 Inventory — — 121 121 Other assets 100 5 995 1,100 Funds held for clients 10,976 20,439 14,013 45,428 Goodwill 9,606 12,644 11,966 34,216 Intangibles 7,240 17,643 15,440 40,323 Total assets acquired $ 28,863 $ 51,403 $ 46,001 $ 126,267 Accounts payable 85 39 880 1,004 Deferred tax liability 1,364 3,622 2,036 7,022 Accrued other liabilities 946 376 2,335 3,657 Deferred revenue — — 1,289 1,289 Client fund obligations 11,962 20,439 14,000 46,401 Total liabilities assumed 14,357 24,476 20,540 59,373 Net assets acquired $ 14,506 $ 26,927 $ 25,461 $ 66,894 The following is a reconciliation of the purchase price to the fair value of net assets acquired at the date of acquisition: Pay Systems USA Payroll Others Total Purchase price $ 15,507 $ 27,504 $ 28,142 $ 71,153 Working capital adjustment (940 ) — (557 ) (1,497 ) Adjustment to fair value of contingent liability — — (1,761 ) (1,761 ) Adjustment to fair value of Asure’s stock — (287 ) (7 ) (294 ) Debt discount (61 ) (290 ) (356 ) (707 ) Fair value of net assets acquired $ 14,506 $ 26,927 $ 25,461 $ 66,894 The purchase of the Evolution Payroll portfolio has been accounted for as an asset acquisition under the acquisition method of accounting. The amendments in ASU 2017-1 provide a screen to determine when a set of assets and activities is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set of assets and activities is not a business. Since the acquisition was determined to be an asset acquisition, the total value of the purchase consideration is allocated to the asset acquired. Management assessed the fair value of the promissory note and cash consideration as of April 1, 2018, which was as follows: Fair Value Cash $ 10,000 Promissory note 450 Debt discount (46 ) Total $ 10,404 Fair value of asset acquired, Customer Relationships $ 10,404 As an asset acquisition, we also capitalized approximately $40 of total costs incurred to complete the acquisition consisting of legal fees of approximately $30 and accounting fees of approximately $10 . The total intangible asset of $10,444 is recorded in our consolidated balance sheet within Intangible Assets- Customer Relationships, and is being amortized over its estimated useful life of eight years. Transaction costs incurred for the business acquisitions were $1,347 in the year ended December 31, 2018, and were expensed as incurred and included in selling, general and administrative expenses. Contingent consideration In connection with the acquisition of all of the assets of a provider of outsourced human resources, consulting, and professional services in April 2018, we recorded contingent consideration based upon the expected achievement of certain milestone goals. We will record any changes to the fair value of contingent consideration due to changes in assumptions used in preparing the valuation model in selling, general and administrative expenses in the Consolidated Statements of Comprehensive Income (Loss). Contingent consideration is valued using a multi-scenario discounted cash flow method. The assumptions used in preparing the discounted cash flow method include estimates for outcomes if milestone goals are achieved and the probability of achieving each outcome. Management estimates probabilities and then applies them to management’s conservative case forecast, most likely case forecast and optimistic case forecast with the various scenarios. The Company retained a third party expert to assist in determining the value of the contingent consideration as of April 1, 2018. As of April 1, 2018, the third party expert determined the value of the contingent consideration for the acquisition was $489 based on a Monte Carlo simulation model for fiscal 2017 to 2019. We released the liability for the contingent consideration in 2018, and recorded a gain of $489 to Other Income in the accompanying consolidated statement of operations. Unaudited Pro Forma Financial Information The following unaudited summary of pro forma combined results of operations for the year ended December 31, 2018 gives effect to our 2018 business and asset acquisitions as if we had completed them on January 1, 2017. This pro forma summary does not reflect any operating efficiencies, cost savings or revenue enhancements that we may achieve by combining operations. In addition, we have not reflected certain non-recurring expenses, such as legal expenses and other transactions expenses for the first 12 months after the acquisition, in the pro forma summary. We present this pro forma summary for informational purposes only and it is not necessarily indicative of what our actual results of operations would have been had the acquisitions taken place as of January 1, 2017, nor is it indicative of future consolidated results of operations. Year Ended December 31, 2018 Revenues $ 74,062 Net income (loss) $ (9,937 ) Net income (loss) per common share: Basic and diluted $ (0.70 ) Weighted average shares outstanding 14,121 We did not have material acquisitions in 2019. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | NOTE 5 - 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 2019 . 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 2019, we determined that the estimated fair value of our HCM 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 HCM 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 previously reported 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 to nine years. Each reporting period, we evaluate the estimated remaining useful life of intangible assets and assess whether events or changes in circumstances warrant a revision to the remaining period of amortization or indicate that impairment exists. In 2019, we disposed of certain trade names in relation to our rebranding efforts. The following table summarizes the changes in our goodwill: Balance at Balance at December 31, 2017 $ 67,301 Goodwill recognized upon acquisition 31,726 Adjustments to goodwill associated with acquisitions 81 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 The gross carrying amount and accumulated amortization of our intangible assets as of December 31, 2019 and 2018 are as follows: Intangible Assets Weighted Average Amortization Period (in Years) 2019 Gross Accumulated Amortization 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 Intangible Assets Weighted Average Amortization Period (in Years) 2018 Gross Accumulated Amortization Net Developed Technology 6.0 $ 10,001 $ (4,234 ) $ 5,767 Customer Relationships 9.0 73,358 (10,922 ) 62,436 Reseller Relationships 7.0 853 (853 ) — Trade Names 13.3 3,988 (524 ) 3,464 Noncompete Agreements 5.2 1,032 (451 ) 581 8.3 $ 89,232 $ (16,984 ) $ 72,248 We record amortization expense using the straight-line method over the estimated useful lives of the intangible assets, as noted above. Amortization expenses were $11,765 and $7,481 for 2019 and 2018 , respectively, included in Operating Expenses. Amortization expenses recorded in Cost of Sales were $1,994 and $1,607 for 2019 and 2018 , respectively. The following table summarizes the future estimated amortization expense relating to our intangible assets as of December 31, 2019 Year Ending 2020 $ 10,449 2021 10,097 2022 9,563 2023 8,672 2024 8,445 Thereafter 16,624 Total $ 63,850 |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 6 - NOTES PAYABLE The following table summarizes our outstanding debt as of December 31, 2019 and 2018 : Maturity Stated Interest Rate 2019 2018 Subordinated Notes Payable- acquisitions 10/1/2019 - 7/1/2021 2.00% - 3.50% $ 7,185 $ 10,327 Term Loan - Wells Fargo term loan 12/31/2024 8.00% 20,000 — Term Loan - Wells Fargo Syndicate Partner 5/25/2022 10.55% — 52,106 Term Loan - Wells Fargo 5/25/2022 5.55% — 52,106 Total Notes Payable $ 27,185 $ 114,539 Short-term notes payable $ 2,696 $ 5,864 Long-term notes payable $ 24,489 $ 108,675 The following table summarizes the debt issuance costs as of December 31, 2019 and 2018 : 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 December 31, 2018 Gross Notes Payable Debt Issuance Costs Net Notes Payable Notes payable, current portion $ 5,864 $ (1,131 ) $ 4,733 Notes payable, net of current portion 108,675 (2,041 ) 106,634 Total Notes Payable $ 114,539 $ (3,172 ) $ 111,367 We used a portion of the proceeds from the sale of the Workspace Management business to repay our notes payable. In connection with the payment of our debt, we recorded a loss on extinguishment of debt of $2,808 , which is included in interest expense and other, net in the consolidated statement of comprehensive income (loss) for the year ended December 31, 2019. The following table summarizes the future gross principal payments related to our outstanding debt as of December 31, 2019 : Year Ending 2020 $ 2,696 2021 5,489 2022 1,000 2023 1,000 2024 17,000 Gross Notes Payable $ 27,185 Term Loan - Wells Fargo In March 2014, we entered into a credit agreement (the “Credit Agreement”) with Wells Fargo, as administrative agent, and the lenders that are party thereto. The Credit Agreement contains customary events of default, including, among others, payment defaults, covenant defaults, judgment defaults, bankruptcy and insolvency events, cross defaults to certain indebtedness, incorrect representations or warranties, and change of control. In some cases, the defaults are subject to customary notice and grace period provisions. In March 2014 and in connection with the Credit Agreement, we and our wholly-owned active subsidiaries entered into a Guaranty and Security Agreement with Wells Fargo Bank. Under the Guaranty and Security Agreement, we and each of our wholly-owned active subsidiaries have guaranteed all obligations under the Credit Agreement and granted a security interest in substantially all of our and our subsidiaries’ assets. Third Amended and Restated Credit Agreement In December 2019, we entered into a third amended and restated credit agreement (the “Third Restated Credit Agreement”) with Wells Fargo Bank, as agent and lender, amending and restating the terms of the Second Amended and Restated Credit Agreement dated as of March 2018. The Third Restated Credit Agreement provides for $20,000 in term loans and a $10,000 revolver. The Third Restated Credit Agreement amends the applicable margin rates for determining the interest rate payable on the loans as follows: Leverage Ratio Applicable Margin Relative to Base Rate Loans Applicable Margin Relative to LIBOR Rate Loans < 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, 2019 and December 31, 2018 , no amount was outstanding and $10,000 and $5,000 , respectively, was available for borrowing under the revolver. As of December 31, 2019 , compliance with certain financial covenants was not yet required under the Third Restated Credit Agreement 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. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 7 - PROPERTY AND EQUIPMENT Property and equipment and related depreciable useful lives as of December 31, 2019 and 2018 are composed of the following: 2019 2018 Furniture and equipment: 2-5 years $ 7,851 $ 5,922 Software development costs 7,529 4,773 Software: 3-5 years 3,970 6,037 Leasehold improvements: shorter of the lease term or life of the improvement 1,221 2,118 Internal support equipment: 2-4 years — 696 Finance leases: lease term or life of the asset — 178 Total property and equipment 20,571 19,724 Less accumulated depreciation and amortization (12,704 ) (13,290 ) Property and equipment, net $ 7,867 $ 6,434 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 $2,370 and $2,181 for 2019 and 2018 , 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, 2019 and 2018 , we capitalized $2,756 and $2,711 of software development costs, respectively. |
CERTAIN BALANCE SHEET ACCOUNTS
CERTAIN BALANCE SHEET ACCOUNTS | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Certain Balance Sheet Accounts | NOTE 8 - CERTAIN BALANCE SHEET ACCOUNTS Prepaid expenses and other current assets as of December 31, 2019 and 2018 consist of the following: 2019 2018 Non-trade receivables related to custodial funds $ 7,785 $ — Receivable from sale of Workspace Management 1,685 — Prepaid expenses 1,454 1,590 Other current assets 1,294 671 $ 12,218 $ 2,261 Other accrued liabilities as of December 31, 2019 and 2018 consist of the following: 2019 2018 Income taxes payable $ 2,608 $ — Accrued expenses and other 3,948 1,105 $ 6,556 $ 1,105 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | NOTE 9 - STOCKHOLDERS’ EQUITY SHELF REGISTRATION In April 2018, we filed a universal shelf registration statement on Form S-3 with the Securities and Exchange Commission (“SEC”) to provide access to additional capital, if needed. Pursuant to the shelf registration statement, we may from time to time offer to sell in one or more offerings shares of our common stock or other securities having an aggregate value of up to $175,000 (which includes approximately $60,000 of unsold securities that were previously registered on our currently effective registration statements). The shelf registration statement relating to these securities became effective on April 16, 2018. As of December 31, 2019 , there is $133,438 remaining available under the shelf registration statement. In June 2018, we completed an underwritten public offering in which we sold an aggregate of 2,375,000 shares of our common stock at a public offering price of $17.50 per share. We realized net proceeds of approximately $38,900 after deducting underwriting discounts and estimated offering expenses. SHARE REPURCHASE PROGRAM Pursuant to our stock repurchase plan, we may repurchase up to 450,000 shares of our common stock. We have repurchased a total of 384,000 shares for approximately $5,000 over the life of the plan. Management will periodically assess repurchasing additional shares, depending on our cash position, market conditions, financial covenants and other factors. While the program remains in place, we did not repurchase any shares during 2019 or 2018 . 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 to four years and are exercisable for a period of five to ten years beginning with the date of grant. 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 2019 Plan. In May 2019, our shareholders approved an amendment to the 2018 Plan to increase the number of shares of common stock authorized for issuance by 600,000 shares. We have 1,756,000 options and RSUs granted and outstanding pursuant to the 2019 Plan as of December 31, 2019 . 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 $1,990 and $1,565 for 2019 and 2018 , respectively. The following table summarizes the weighted average assumptions used to develop their fair value for the year ending December 31, 2019 and 2018 : 2019 2018 Grant date fair value $ 2.65 $ 6.41 Risk-free interest rate 1.25 % 2.81 % Expected volatility 44 % 45 % Expected life in years 3.50 4.00 Dividend yield — — As of December 31, 2019 , we reserved shares of common stock for future issuance as follows: Options and RSUs outstanding 1,756,000 Shares available for future grant 387,000 Shares reserved 2,143,000 The following table summarizes activity related to options during the year ended December 31, 2019 . Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at the beginning of the year 1,494,000 $ 10.99 Granted 721,000 6.50 Exercised (143,000 ) 5.65 Canceled (387,000 ) 10.17 Outstanding at the end of the year 1,685,000 $ 9.71 3.1 $ 1,336 Vested and expected to vest 1,424,000 $ 9.83 3.0 $ 1,052 Exercisable 769,000 $ 10.43 2.2 $ 350 The total intrinsic value of options exercised during the years ended December 31, 2019 and 2018 was $356 and $276 , respectively. As of December 31, 2019, total compensation cost not yet recognized related to nonvested share options was $2,180 , which is expected to be recognized over a weighted average period of 2.2 years . The following table summarizes activity related to RSUs during the year ended December 31, 2019 . Shares Weighted Average Grant-Date Fair Value Outstanding at the beginning of the year 145,000 $ 13.73 Granted 29,000 6.88 Released (61,000 ) 13.01 Forfeited (42,000 ) 13.85 Outstanding at the end of the year 71,000 $ 11.52 The total fair value of RSUs vested during the years ended December 31, 2019 and 2018 was $430 and $22 , respectively. As of December 31, 2019, total compensation cost not yet recognized related to nonvested share options was $540 , which is expected to be recognized over a weighted average period of 1.8 years . |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | NOTE 10 - 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 $814 and $490 in 2019 and 2018 , respectively. EMPLOYEE STOCK PURCHASE PLAN Our Employee Stock Purchase Plan (“Purchase Plan”) was approved by the shareholders in June 2017. The Purchase Plan allows all eligible employees to purchase a limited number of shares of our common stock during pre-specified offering periods at a discount established by the Board of Directors, not to exceed 15% of the fair market value of the common stock, at the beginning or end of the offering period (whichever is lower). Under the ESPP, 225,000 shares were reserved for issuance. |
CONTRACTS WITH CUSTOMERS AND RE
CONTRACTS WITH CUSTOMERS AND REVENUE CONCENTRATION | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Contracts with Customers and Revenue Concentration | NOTE 11 - CONTRACTS WITH CUSTOMERS AND REVENUE CONCENTRATION Receivables Receivables from contracts with customers, net of allowance for doubtful accounts of $ 904 were $ 4,808 at December 31, 2019 . Receivables from contracts with customers, net of allowance for doubtful accounts of $511 , were $ 5,102 at December 31, 2018 Deferred Commissions Deferred commissions costs from contracts with customers were $2,697 and $1,946 at December 31, 2019 and December 31, 2018 , respectively. The amount of amortization recognized during the December 31, 2019 and 2018 period was $1,398 and $732 , respectively. Deferred Revenue Revenue of $3,011 was recognized during the year ended December 31, 2019 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, 2019 , approximately $29,432 of revenue is expected to be recognized from remaining performance obligations. We expect to recognize revenue on approximately 56% of these remaining performance obligations over the next 12 months , with the balance recognized thereafter. Revenue Concentration During 2019 and 2018 , there were no customers who individually represented 10% or more of consolidated revenue. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | NOTE 12 - DISCONTINUED OPERATIONS In December 2019, we sold our Workspace Management business to FM:Systems for approximately $121,500 in cash, of which $1,685 is held in escrow and is included in prepaid expenses and other current assets in the consolidated balance sheet as of December 31, 2019. This transaction enables us to focus on and continue to deliver its HCM solutions to small and mid-size businesses. The table below reflects the operating results of the Workspace Management business reported as discontinued operations: Years Ended December 31 2019 2018 Revenue $ 24,619 $ 25,326 Income from discontinued operations $ 3,498 $ 4,578 Gain on sale of discontinued operations 94,293 — Income tax expense (25,499 ) (753 ) Income from discontinued operations, net of taxes $ 72,292 $ 3,825 The table below shows the carrying amounts of major classes of assets and liabilities of the discontinued operations presented separately in the consolidated balance sheet as of December 31, 2018: Accounts receivable, net $ 10,926 Other current assets 2,807 Property and equipment, net 2,514 Goodwill 12,279 Intangible assets, net 4,512 Other assets 1,752 Total assets $ 34,790 Accounts payable $ 717 Accrued liabilities and other current liabilities 10,634 Other long-term liabilities 1,334 Total liabilities $ 12,685 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: Years Ended December 31 2019 2018 Depreciation and amortization $ 1,060 $ 1,905 Provision for doubtful accounts (87 ) 1,908 Share based compensation 278 122 Capital expenditures (417 ) (480 ) Software capitalization (1,083 ) (822 ) Gain on sale of discontinued operations (94,293 ) — |
NET LOSS PER SHARE
NET LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | NOTE 13 - 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, 2019 and 2018 . 2019 2018 Numerator: Loss from continuing operations $ (42,291 ) $ (11,373 ) Income from discontinued operations 72,292 3,825 Net income (loss) $ 30,001 $ (7,548 ) Denominator: Weighted-average shares of common stock outstanding, basic and diluted 15,511,000 14,010,000 Basic and diluted income (loss) per share Loss per share from continuing operations $ (2.73 ) $ (0.81 ) Income per share from discontinued operations 4.66 0.27 Income (loss) per share $ 1.93 $ (0.54 ) We have excluded stock options to acquire 1,756,000 and 1,639,000 shares for 2019 and 2018 , 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, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 14 - INCOME TAXES The components of pre-tax loss from continuing operations for the years ended December 31, 2019 and 2018 are as follows: 2019 2018 Domestic $ (66,402 ) $ (19,355 ) Foreign — — Total $ (66,402 ) $ (19,355 ) The components of the provision (benefit) for income taxes attributable to continuing operations for the years ended December 31, 2019 and 2018 are as follows: 2019 2018 Current: Federal $ (21,697 ) $ (640 ) State (1,899 ) (91 ) Foreign 42 9 Total current (23,554 ) (722 ) Deferred: Federal (210 ) (5,702 ) State (347 ) (1,558 ) Foreign — — Total deferred (557 ) (7,260 ) $ (24,111 ) $ (7,982 ) 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, 2019 and 2018 are as follows: 2019 2018 Deferred tax assets: Net operating losses $ 8,004 $ 24,330 Research and development credit carryforwards 3,104 5,147 Minimum tax credit carryforwards 31 123 Disallowed interest expense carryforwards — 1,909 Stock compensation 168 107 Deferred revenue 588 276 Fixed assets — 14 Accrued expenses 349 359 Lease liabilities 1,905 — Goodwill 2,132 — Other 347 525 16,628 32,790 Valuation allowance (5,204 ) (20,053 ) Net deferred tax assets 11,424 12,737 Deferred tax liabilities: Acquired intangibles (7,828 ) (10,460 ) Fixed assets (125 ) — Capitalized software (1,353 ) (1,001 ) Deferred commission (698 ) (496 ) Right-of-use asset (1,756 ) — Goodwill — (1,649 ) (11,760 ) (13,606 ) Net deferred liabilities $ (336 ) $ (869 ) At December 31, 2019 , we had federal net operating loss carryforwards of approximately $33,700 , research and development credit carryforwards of approximately $3,739 and alternative minimum tax credit carryforwards of approximately $31 . The net operating loss and research and development credit carryforwards will expire in varying amounts from 2020 through 2038 , if not utilized. Approximately $4,500 of the net operating loss carryforwards carry forward indefinitely, but can only offset up to 80% of taxable income. Minimum tax credit carryforwards carry forward indefinitely. As a result of various acquisitions by us in prior years, we may be subject to a substantial annual limitation in the utilization of the net operating losses and credit carryforwards due to the “change in ownership” provisions of 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, 2019 , the valuation allowance decreased by approximately $14,849 due primarily to operations and acquisitions. Our provision for income taxes attributable to continuing operations for the years ended December 31, 2019 and 2018 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: 2019 2018 Computed at statutory rate $ (13,944 ) $ (4,065 ) State taxes, net of federal benefit (1,901 ) (641 ) Permanent items and other 992 341 Credit carryforwards 2,014 (478 ) Foreign income taxed at different rates 22 — Goodwill impairment 3,907 — Change in tax carryforwards not benefitted (352 ) 5,778 Change in valuation allowance (14,849 ) (8,917 ) $ (24,111 ) $ (7,982 ) 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, 2019. 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, 2017 $ 1,174 Additions based on tax positions related to the current year 246 Additions for tax positions of prior years 15 Reductions for tax positions of prior years — 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 As of December 31, 2019 , we had $856 of unrecognized tax benefits, which would affect the effective tax rate if recognized. Our assessment of our unrecognized tax benefits is subject to change as a function of our financial statement audit. Our practice is to recognize interest and/or penalties related to income tax matters in income tax expense. During the twelve months ended December 31, 2019 , we recognized $0 of interest and penalties in our income tax expense. We file tax returns in the U.S. federal jurisdiction and in several state and foreign jurisdictions. We are subject to U.S. federal income tax examinations for years ending on or after December 31, 2016 and are subject to state and local or foreign income tax examinations by tax authorities for years ending on or after December 31, 2015. We are not currently under audit for federal, state or any foreign jurisdictions. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | NOTE 15 - 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 to ten years . Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. 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, 2019 were as follows: Operating lease cost $ 2,243 Sublease income (160 ) Net rent expense 2,083 As of December 31, 2019, we had lease liabilities of $7,512 , of which $1,575 is presented as a current liability, and ROU assets of $6,963 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 9% 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, 2019 is 6 years . Supplemental cash flow information related to operating leases for the year ended December 31, 2019 follow: Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 2,289 Non-cash operating activities: Operating lease assets obtained in exchange for new operating lease liabilities $ 8,615 Future minimum commitments over the life of all operating leases, which exclude variable rent payments, are as follows: Total Operating Leases 2020 $ 2,187 2021 2,074 2022 1,548 2023 845 2024 716 Thereafter 2,398 Total minimum lease payments 9,768 Less imputed interest (2,256 ) Total lease liabilities $ 7,512 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 16 - SUBSEQUENT EVENTS The Company evaluated subsequent events through the date of the filing of this Annual Report on Form 10-K with the SEC, to ensure that this filing includes appropriate disclosure of events both recognized in the financial statements as of December 31, 2019 , and events which occurred subsequent to December 31, 2019 but were not recognized in the financial statements. The Company has determined that there were no subsequent events which required recognition, adjustment to or disclosure in the financial statements, except as disclosed in Note 9 and below. On March 10, 2020, our Board of Directors authorized a new stock repurchase program, 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 66,000 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. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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. We have made certain reclassifications to the prior year’s consolidated financial statements to conform to the current year presentation. |
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, 2019 , we were not party to any pending legal proceedings. |
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, based upon the Company’s intent, are restricted for use solely for the purposes of satisfying the obligations to remit funds relating to the Company’s payroll and payroll tax filing services, which are classified as client fund obligations on our consolidated balance sheets. Funds held for clients are held in demand deposit accounts at major financial institutions and are classified as a current asset on our consolidated balance sheets since these funds are held solely for the purposes of satisfying the client fund obligations. Client fund obligations represent the Company’s contractual obligations to remit funds to satisfy clients’ payroll and tax payment obligations and are recorded on the consolidated balance sheets at the time that the Company impounds funds from clients. The client fund obligations represent liabilities that will be repaid within one year of the balance sheet date. The Company has reported client fund obligations as a current liability on the consolidated balance sheets totaling $145,227 and $123,170 as of December 31, 2019 and December 31, 2018 , respectively. The Company has classified funds held for clients as a current asset totaling $137,935 and $122,206 as of December 31, 2019 and 2018 , respectively, since these funds are held solely for the purposes of satisfying client funds obligations. |
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 uncollectability. |
Allowance for Doubtful Accounts | 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 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 AsureTime&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 to five years . Property and equipment also includes leasehold improvements which we record at cost less accumulated amortization. We record amortization of leasehold improvements using the straight-line method over the shorter of the lease term or over the life of the respective assets, as applicable. We recognize gains or losses related to retirements or disposition of fixed assets in the period incurred. We expense repair and maintenance costs as incurred. We periodically review the estimated economic useful lives of our property and equipment and make adjustments, if necessary, according to the latest information available. |
Business Combinations | 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, w e 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. In 2018, there was no impairment of 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 to nine years. Each reporting period, we evaluate the estimated remaining useful life of intangible assets and assess whether events or changes in circumstances warrant a revision to the remaining period of amortization or indicate that impairment exists. In 2019, we accelerated the amortization after a reassessment of the useful lives of certain trade names in relation to our rebranding efforts. We have no t identified any other impairments of finite-lived intangible assets during any of the periods presented. See Note 5 for additional information regarding intangible assets. |
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 On January 1, 2018, we adopted ASC Topic 606 (“Topic 606”) using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. There was no impact to revenue as a result of applying Topic 606 for the year ended December 31, 2018 . 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. SaaS arrangements and time-based software subscriptions typically have an initial term ranging from one to three years and are renewable on an annual basis. A typical SaaS/software subscription arrangement will also include hardware, setup and implementation services. Revenue allocated to the SaaS/software subscription performance obligations are recognized on an output basis ratably as the service is provided over the non-cancellable term of the SaaS/subscription service and are reported as 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 to three years and are renewable on an annual basis. Revenue recognized from maintenance/support are reported as Recurring on the Consolidated Statement of Comprehensive Loss. We do not recognize revenue for agreements with rights of return, refundable fees, cancellation rights or substantive acceptance clauses until these return, refund or cancellation rights have expired or acceptance has occurred. Our arrangements with resellers do not allow for any rights of return. Our payment terms vary by the type of customer and the customer’s payment history and the products or services offered. The term between invoicing and when payment is due is not significant and as such our contracts do not include a significant financing component. The transaction prices of our contracts do not include consideration amounts that are variable and do not include noncash consideration. Deferred revenue includes amounts invoiced to customers in excess of revenue we recognize, and is comprised of deferred 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 to three years . |
Advertising Costs | ADVERTISING COSTS We expense advertising costs as we incur them. Advertising expenses were $64 and $55 for 2019 and 2018 , 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. |
Foreign Currency Translation | FOREIGN CURRENCY TRANSLATION We measure the financial statements of our foreign subsidiaries using the local currency as the functional currency. Accordingly, we translate the assets and liabilities of these foreign subsidiaries at current exchange rates at each balance sheet date. We record translation adjustments arising from the translation of net assets located outside of the United States into United States dollars in accumulated other comprehensive loss as a separate component of stockholders’ equity. We translate income and expenses from the foreign subsidiaries using monthly average exchange rates. We include net gains and losses resulting from foreign exchange transactions in other income and expenses, which were not significant in 2019 and 2018 . |
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 In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) . The core principle of the standard is that a lessee should recognize the assets and liabilities that arise from leases. A lessee should recognize in its statement of financial position a liability to make lease payments (the lease liability) and an operating lease asset representing its right to use the underlying asset for the lease term. Additional qualitative and quantitative disclosures are also required. We adopted the standard on January 1, 2019, utilizing the cumulative-effect adjustment transition method, which applies the provisions of the standard at the effective date without adjusting the comparative periods presented. Upon adoption, we did not record an adjustment to our beginning accumulated deficit. In addition, we adopted the following additional practical expedients available for implementation: • An entity need not reassess whether any existing or expired contracts are or contain leases; • An entity need not reassess lease classification for any existing or expired leases; and • An entity need not reassess initial direct costs for any existing leases. We recognized operating lease liabilities of approximately $8,900 on January 1, 2019. A right-of-use asset of approximately $8,200 was recognized based on the lease liability, adjusted for the reclassification of deferred rent and lease incentive of approximately $700 . The standard did not materially impact our operating results or liquidity upon adoption. The standard has no impact on the timing or classification of our cash flows as reported in the Condensed Consolidated Statement of Cash Flows. Our accounting for finance leases remained substantially unchanged. Disclosures related to this standard are included in Note 15. In January 2017, the FASB issued ASU 2017-04, which simplifies the accounting for goodwill impairment by requiring a goodwill impairment to be measured using a single step impairment model, whereby the impairment equals the difference between the carrying amount and the fair value of the specified reporting units in their entirety. This eliminates the second step of the current impairment model that requires companies to first estimate the fair value of all assets in a reporting unit and measure impairments based on those fair values and a residual measurement approach. It also specifies that any loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. We recognized a goodwill impairment loss in 2019. Refer to Note 5. In February 2018, the FASB issued ASU No. 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income , which provides entities the option to reclassify tax effects stranded in accumulated other comprehensive income as a result of the 2017 Tax Cuts and Jobs Act (“the Tax Act”) to retained earnings. We adopted the standard effective January 1, 2019. The adoption of this accounting standard did not have a material impact on our financial position, results of operations, cash flows, or presentation thereof. Standards Yet to Be Adopted 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. Early adoption is permitted. The standard also allows for the early adoption of any removed or modified disclosures upon issuance of this ASU while delaying the adoption of the additional disclosures until their effective date. We plan to adopt this standard at the effective date and do not expect any material impact from adoption. 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). For public companies, the amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. Implementation should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The effects of this standard on our financial position, results of operations or cash flows are not expected to be material. 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 intraperiod 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 15, 2020, and interim periods within those fiscal years. We are currently evaluating the impact, if any, the adoption will have on our financial position and results of operations. |
INVESTMENTS AND FAIR VALUE ME_2
INVESTMENTS AND FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Available-for-sale Securities | Investments classified as available-for-sale consisted of the following: Amortized Cost Gross Unrealized Gains (1) Gross Unrealized Losses (1) Aggregate Estimated Fair Value 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 December 31, 2018: Funds Held for Clients (2) Corporate debt securities $ 4,334 $ 21 $ (99 ) $ 4,256 (1) Unrealized gains and losses on available-for-sale securities are included as a component of comprehensive loss. At December 31, 2019 , there were 53 securities in an unrealized gain position and there were 18 securities in an unrealized loss position. These unrealized losses were less than $35 individually and $50 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, 2019 and 2018, 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, 2019 are as follows: One year or less $ 6,414 After one year through five years 17,681 After five years through 10 years — After 10 years 41 $ 24,136 |
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, 2019 and December 31, 2018 , respectively: Fair Value Measure at December 31, 2019 Total Quoted Prices in Active Market (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) 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 Measure at December 31, 2018 Total Quoted Prices in Active Market (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash equivalents Money market funds $ 8,111 $ 8,111 $ — $ — Funds held for clients Available-for-sale securities 4,256 — 4,256 — Total $ 12,367 $ 8,111 $ 4,256 $ — |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Pay Systems USA Payroll Others Total Cash & cash equivalents $ 764 $ 470 $ 643 $ 1,877 Accounts receivable 56 104 2,395 2,555 Fixed assets 121 98 428 647 Inventory — — 121 121 Other assets 100 5 995 1,100 Funds held for clients 10,976 20,439 14,013 45,428 Goodwill 9,606 12,644 11,966 34,216 Intangibles 7,240 17,643 15,440 40,323 Total assets acquired $ 28,863 $ 51,403 $ 46,001 $ 126,267 Accounts payable 85 39 880 1,004 Deferred tax liability 1,364 3,622 2,036 7,022 Accrued other liabilities 946 376 2,335 3,657 Deferred revenue — — 1,289 1,289 Client fund obligations 11,962 20,439 14,000 46,401 Total liabilities assumed 14,357 24,476 20,540 59,373 Net assets acquired $ 14,506 $ 26,927 $ 25,461 $ 66,894 |
Schedule of Business Acquisitions, by Acquisition | The following is a reconciliation of the purchase price to the fair value of net assets acquired at the date of acquisition: Pay Systems USA Payroll Others Total Purchase price $ 15,507 $ 27,504 $ 28,142 $ 71,153 Working capital adjustment (940 ) — (557 ) (1,497 ) Adjustment to fair value of contingent liability — — (1,761 ) (1,761 ) Adjustment to fair value of Asure’s stock — (287 ) (7 ) (294 ) Debt discount (61 ) (290 ) (356 ) (707 ) Fair value of net assets acquired $ 14,506 $ 26,927 $ 25,461 $ 66,894 |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class | Management assessed the fair value of the promissory note and cash consideration as of April 1, 2018, which was as follows: Fair Value Cash $ 10,000 Promissory note 450 Debt discount (46 ) Total $ 10,404 Fair value of asset acquired, Customer Relationships $ 10,404 |
Business Acquisition, Pro Forma Information | The following unaudited summary of pro forma combined results of operations for the year ended December 31, 2018 gives effect to our 2018 business and asset acquisitions as if we had completed them on January 1, 2017. This pro forma summary does not reflect any operating efficiencies, cost savings or revenue enhancements that we may achieve by combining operations. In addition, we have not reflected certain non-recurring expenses, such as legal expenses and other transactions expenses for the first 12 months after the acquisition, in the pro forma summary. We present this pro forma summary for informational purposes only and it is not necessarily indicative of what our actual results of operations would have been had the acquisitions taken place as of January 1, 2017, nor is it indicative of future consolidated results of operations. Year Ended December 31, 2018 Revenues $ 74,062 Net income (loss) $ (9,937 ) Net income (loss) per common share: Basic and diluted $ (0.70 ) Weighted average shares outstanding 14,121 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table summarizes the changes in our goodwill: Balance at Balance at December 31, 2017 $ 67,301 Goodwill recognized upon acquisition 31,726 Adjustments to goodwill associated with acquisitions 81 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 |
Schedule of Finite-Lived Intangible Assets | The gross carrying amount and accumulated amortization of our intangible assets as of December 31, 2019 and 2018 are as follows: Intangible Assets Weighted Average Amortization Period (in Years) 2019 Gross Accumulated Amortization 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 Intangible Assets Weighted Average Amortization Period (in Years) 2018 Gross Accumulated Amortization Net Developed Technology 6.0 $ 10,001 $ (4,234 ) $ 5,767 Customer Relationships 9.0 73,358 (10,922 ) 62,436 Reseller Relationships 7.0 853 (853 ) — Trade Names 13.3 3,988 (524 ) 3,464 Noncompete Agreements 5.2 1,032 (451 ) 581 8.3 $ 89,232 $ (16,984 ) $ 72,248 |
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, 2019 Year Ending 2020 $ 10,449 2021 10,097 2022 9,563 2023 8,672 2024 8,445 Thereafter 16,624 Total $ 63,850 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following table summarizes our outstanding debt as of December 31, 2019 and 2018 : Maturity Stated Interest Rate 2019 2018 Subordinated Notes Payable- acquisitions 10/1/2019 - 7/1/2021 2.00% - 3.50% $ 7,185 $ 10,327 Term Loan - Wells Fargo term loan 12/31/2024 8.00% 20,000 — Term Loan - Wells Fargo Syndicate Partner 5/25/2022 10.55% — 52,106 Term Loan - Wells Fargo 5/25/2022 5.55% — 52,106 Total Notes Payable $ 27,185 $ 114,539 Short-term notes payable $ 2,696 $ 5,864 Long-term notes payable $ 24,489 $ 108,675 |
Schedule of Debt And Debt Issuance Costs | The following table summarizes the debt issuance costs as of December 31, 2019 and 2018 : 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 December 31, 2018 Gross Notes Payable Debt Issuance Costs Net Notes Payable Notes payable, current portion $ 5,864 $ (1,131 ) $ 4,733 Notes payable, net of current portion 108,675 (2,041 ) 106,634 Total Notes Payable $ 114,539 $ (3,172 ) $ 111,367 |
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, 2019 : Year Ending 2020 $ 2,696 2021 5,489 2022 1,000 2023 1,000 2024 17,000 Gross Notes Payable $ 27,185 |
Schedule of Long-term Debt Instruments | The Third Restated Credit Agreement amends the applicable margin rates for determining the interest rate payable on the loans as follows: Leverage Ratio Applicable Margin Relative to Base Rate Loans Applicable Margin Relative to LIBOR Rate Loans < 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, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and equipment and related depreciable useful lives as of December 31, 2019 and 2018 are composed of the following: 2019 2018 Furniture and equipment: 2-5 years $ 7,851 $ 5,922 Software development costs 7,529 4,773 Software: 3-5 years 3,970 6,037 Leasehold improvements: shorter of the lease term or life of the improvement 1,221 2,118 Internal support equipment: 2-4 years — 696 Finance leases: lease term or life of the asset — 178 Total property and equipment 20,571 19,724 Less accumulated depreciation and amortization (12,704 ) (13,290 ) Property and equipment, net $ 7,867 $ 6,434 |
CERTAIN BALANCE SHEET ACCOUNTS
CERTAIN BALANCE SHEET ACCOUNTS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Prepaid Expenses And Other Current Assets | Prepaid expenses and other current assets as of December 31, 2019 and 2018 consist of the following: 2019 2018 Non-trade receivables related to custodial funds $ 7,785 $ — Receivable from sale of Workspace Management 1,685 — Prepaid expenses 1,454 1,590 Other current assets 1,294 671 $ 12,218 $ 2,261 |
Other Accrued Liabilities | Other accrued liabilities as of December 31, 2019 and 2018 consist of the following: 2019 2018 Income taxes payable $ 2,608 $ — Accrued expenses and other 3,948 1,105 $ 6,556 $ 1,105 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 and 2018 : 2019 2018 Grant date fair value $ 2.65 $ 6.41 Risk-free interest rate 1.25 % 2.81 % Expected volatility 44 % 45 % Expected life in years 3.50 4.00 Dividend yield — — |
Schedule of Share-based Compensation, Stock Options, Reserved Shares for Future Issuance, Activity | As of December 31, 2019 , we reserved shares of common stock for future issuance as follows: Options and RSUs outstanding 1,756,000 Shares available for future grant 387,000 Shares reserved 2,143,000 |
Share-based Compensation, Stock Options, Activity | The following table summarizes activity related to options during the year ended December 31, 2019 . Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at the beginning of the year 1,494,000 $ 10.99 Granted 721,000 6.50 Exercised (143,000 ) 5.65 Canceled (387,000 ) 10.17 Outstanding at the end of the year 1,685,000 $ 9.71 3.1 $ 1,336 Vested and expected to vest 1,424,000 $ 9.83 3.0 $ 1,052 Exercisable 769,000 $ 10.43 2.2 $ 350 |
Schedule of Summary of RSUs Activity | The following table summarizes activity related to RSUs during the year ended December 31, 2019 . Shares Weighted Average Grant-Date Fair Value Outstanding at the beginning of the year 145,000 $ 13.73 Granted 29,000 6.88 Released (61,000 ) 13.01 Forfeited (42,000 ) 13.85 Outstanding at the end of the year 71,000 $ 11.52 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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: Years Ended December 31 2019 2018 Revenue $ 24,619 $ 25,326 Income from discontinued operations $ 3,498 $ 4,578 Gain on sale of discontinued operations 94,293 — Income tax expense (25,499 ) (753 ) Income from discontinued operations, net of taxes $ 72,292 $ 3,825 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: Years Ended December 31 2019 2018 Depreciation and amortization $ 1,060 $ 1,905 Provision for doubtful accounts (87 ) 1,908 Share based compensation 278 122 Capital expenditures (417 ) (480 ) Software capitalization (1,083 ) (822 ) Gain on sale of discontinued operations (94,293 ) — The table below shows the carrying amounts of major classes of assets and liabilities of the discontinued operations presented separately in the consolidated balance sheet as of December 31, 2018: Accounts receivable, net $ 10,926 Other current assets 2,807 Property and equipment, net 2,514 Goodwill 12,279 Intangible assets, net 4,512 Other assets 1,752 Total assets $ 34,790 Accounts payable $ 717 Accrued liabilities and other current liabilities 10,634 Other long-term liabilities 1,334 Total liabilities $ 12,685 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 and 2018 . 2019 2018 Numerator: Loss from continuing operations $ (42,291 ) $ (11,373 ) Income from discontinued operations 72,292 3,825 Net income (loss) $ 30,001 $ (7,548 ) Denominator: Weighted-average shares of common stock outstanding, basic and diluted 15,511,000 14,010,000 Basic and diluted income (loss) per share Loss per share from continuing operations $ (2.73 ) $ (0.81 ) Income per share from discontinued operations 4.66 0.27 Income (loss) per share $ 1.93 $ (0.54 ) |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Summary of Income Tax Contingencies | The components of pre-tax loss from continuing operations for the years ended December 31, 2019 and 2018 are as follows: 2019 2018 Domestic $ (66,402 ) $ (19,355 ) Foreign — — Total $ (66,402 ) $ (19,355 ) |
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, 2019 and 2018 are as follows: 2019 2018 Current: Federal $ (21,697 ) $ (640 ) State (1,899 ) (91 ) Foreign 42 9 Total current (23,554 ) (722 ) Deferred: Federal (210 ) (5,702 ) State (347 ) (1,558 ) Foreign — — Total deferred (557 ) (7,260 ) $ (24,111 ) $ (7,982 ) |
Schedule of Deferred Tax Assets and Liabilities | Significant components of our deferred taxes at December 31, 2019 and 2018 are as follows: 2019 2018 Deferred tax assets: Net operating losses $ 8,004 $ 24,330 Research and development credit carryforwards 3,104 5,147 Minimum tax credit carryforwards 31 123 Disallowed interest expense carryforwards — 1,909 Stock compensation 168 107 Deferred revenue 588 276 Fixed assets — 14 Accrued expenses 349 359 Lease liabilities 1,905 — Goodwill 2,132 — Other 347 525 16,628 32,790 Valuation allowance (5,204 ) (20,053 ) Net deferred tax assets 11,424 12,737 Deferred tax liabilities: Acquired intangibles (7,828 ) (10,460 ) Fixed assets (125 ) — Capitalized software (1,353 ) (1,001 ) Deferred commission (698 ) (496 ) Right-of-use asset (1,756 ) — Goodwill — (1,649 ) (11,760 ) (13,606 ) Net deferred liabilities $ (336 ) $ (869 ) |
Schedule of Components of Income Tax Expense (Benefit) | Our provision for income taxes attributable to continuing operations for the years ended December 31, 2019 and 2018 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: 2019 2018 Computed at statutory rate $ (13,944 ) $ (4,065 ) State taxes, net of federal benefit (1,901 ) (641 ) Permanent items and other 992 341 Credit carryforwards 2,014 (478 ) Foreign income taxed at different rates 22 — Goodwill impairment 3,907 — Change in tax carryforwards not benefitted (352 ) 5,778 Change in valuation allowance (14,849 ) (8,917 ) $ (24,111 ) $ (7,982 ) |
Schedule of Income before Income Tax, Domestic and Foreign | Balance at December 31, 2017 $ 1,174 Additions based on tax positions related to the current year 246 Additions for tax positions of prior years 15 Reductions for tax positions of prior years — 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 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Rent Expense Components | Supplemental cash flow information related to operating leases for the year ended December 31, 2019 follow: Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 2,289 Non-cash operating activities: Operating lease assets obtained in exchange for new operating lease liabilities $ 8,615 The components of the rent expense for the year ended December 31, 2019 were as follows: Operating lease cost $ 2,243 Sublease income (160 ) Net rent expense 2,083 |
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 2020 $ 2,187 2021 2,074 2022 1,548 2023 845 2024 716 Thereafter 2,398 Total minimum lease payments 9,768 Less imputed interest (2,256 ) Total lease liabilities $ 7,512 |
THE COMPANY - Narrative (Detail
THE COMPANY - Narrative (Details) $ in Thousands | 1 Months Ended |
Dec. 31, 2019USD ($) | |
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 |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Jan. 01, 2019 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Client fund obligations | $ 145,227,000 | $ 123,170,000 | |
Funds held for clients | $ 137,935,000 | 122,206,000 | |
Property and equipment useful life | 3 years | ||
Impairment of goodwill | $ 35,060,000 | 0 | |
Impairment of finite lived intangibles | 0 | 0 | |
Advertising expenses | 64,000 | $ 55,000 | |
Total lease liabilities | 7,512,000 | ||
Operating lease assets, net | $ 6,963,000 | ||
Accounting Standards Update 2016-02 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Total lease liabilities | $ 8,900,000 | ||
Operating lease assets, net | 8,200,000 | ||
Reclassification of deferred rent and lease incentive | $ 700,000 | ||
Minimum | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Property and equipment useful life | 2 years | ||
Intangible asset useful life | 1 year | ||
Maximum | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Property and equipment useful life | 5 years | ||
Intangible asset useful life | 9 years | ||
SaaS Arrangements and Time-based Software Subscriptions | Minimum | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Term of revenue recognition | 1 year | ||
SaaS Arrangements and Time-based Software Subscriptions | Maximum | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Term of revenue recognition | 3 years | ||
Hardware | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Term of revenue recognition | 1 year | ||
Maintenance and Support Services | Minimum | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Term of revenue recognition | 1 year | ||
Maintenance and Support Services | Maximum | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Term of revenue recognition | 3 years | ||
Deferred Maintenance, Services and Other | Minimum | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Term of revenue recognition | 1 year | ||
Deferred Maintenance, Services and Other | Maximum | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Term of revenue recognition | 3 years |
INVESTMENTS AND FAIR VALUE ME_3
INVESTMENTS AND FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Securities, Available-for-sale [Line Items] | ||
Carrying value | $ 26,713 | |
Funds Held For Clients | ||
Debt Securities, Available-for-sale [Line Items] | ||
Current available-for-sale debt securities | 24,136 | $ 4,256 |
Money market funds | $ 48,500 | 0 |
Cash and equivalents | ||
Debt Securities, Available-for-sale [Line Items] | ||
Money market funds | $ 8,111 |
INVESTMENTS AND FAIR VALUE ME_4
INVESTMENTS AND FAIR VALUE MEASUREMENTS - Available-for-sale Securities (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019USD ($)security | Dec. 31, 2018USD ($) | |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 24,161 | |
Gross unrealized gains | 23 | |
Gross unrealized losses | (48) | |
Aggregate Estimated Fair Value | $ 24,136 | |
Available-for-sale securities in unrealized gain positions | security | 53 | |
Available-for-sale securities in unrealized loss positions | security | 18 | |
Unrealized losses | $ 50 | |
Unrealized losses individually | ||
Debt Securities, Available-for-sale [Line Items] | ||
Unrealized losses | 35 | |
Certificates of Deposit | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 8,828 | |
Gross unrealized gains | 11 | |
Gross unrealized losses | 0 | |
Aggregate Estimated Fair Value | 8,839 | |
Corporate Debt Securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 6,883 | $ 4,334 |
Gross unrealized gains | 6 | 21 |
Gross unrealized losses | (9) | (99) |
Aggregate Estimated Fair Value | 6,880 | $ 4,256 |
Municipal Bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 6,383 | |
Gross unrealized gains | 6 | |
Gross unrealized losses | (7) | |
Aggregate Estimated Fair Value | 6,382 | |
US Government Agencies Debt Securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 1,000 | |
Gross unrealized gains | 0 | |
Gross unrealized losses | 0 | |
Aggregate Estimated Fair Value | 1,000 | |
Asset-backed Securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 1,067 | |
Gross unrealized gains | 0 | |
Gross unrealized losses | (32) | |
Aggregate Estimated Fair Value | $ 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, 2019USD ($) |
Fair Value Disclosures [Abstract] | |
One year or less | $ 6,414 |
After one year through five years | 17,681 |
After five years through 10 years | 0 |
After 10 years | 41 |
Available-for-sale debt securities total fair value | $ 24,136 |
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, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | $ 72,636 | $ 12,367 |
Quoted Prices in Active Market (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 48,500 | 8,111 |
Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 24,136 | 4,256 |
Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 0 | 0 |
Money Market Funds | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 8,111 | |
Money Market Funds | Fair Value, Measurements, Recurring | Quoted Prices in Active Market (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 8,111 | |
Money Market Funds | Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
Money Market Funds | Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
Money Market Funds | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Funds held for clients | 48,500 | |
Money Market Funds | Fair Value, Measurements, Recurring | Quoted Prices in Active Market (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Funds held for clients | 48,500 | |
Money Market Funds | Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Funds held for clients | 0 | |
Money Market Funds | Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Funds held for clients | 0 | |
Available-for-sale Securities | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Funds held for clients | 24,136 | 4,256 |
Available-for-sale Securities | Fair Value, Measurements, Recurring | Quoted Prices in Active Market (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Funds held for clients | 0 | 0 |
Available-for-sale Securities | Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Funds held for clients | 24,136 | 4,256 |
Available-for-sale Securities | Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Funds held for clients | $ 0 | $ 0 |
ACQUISITIONS - Narrative (Detai
ACQUISITIONS - Narrative (Details) $ in Thousands | Apr. 01, 2018USD ($) | Jul. 31, 2018USD ($)shares | Apr. 30, 2018USD ($) | Jan. 31, 2018USD ($)business | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Business Acquisition [Line Items] | ||||||
Face amount | $ 450 | |||||
Stock issued upon acquisition | $ 555 | |||||
Intangibles | $ 40,323 | |||||
Remaining amortization period | 8 years 6 months | 8 years 109 days | ||||
Transaction costs incurred | $ 1,347 | |||||
Contingent consideration | 489 | |||||
Other income | 489 | |||||
Pay Systems | ||||||
Business Acquisition [Line Items] | ||||||
Payments to acquire shares | $ 13,935 | |||||
Principal amount | $ 1,572 | |||||
Stated interest rate | 2.00% | |||||
Purchase price | $ 15,507 | |||||
Intangibles | $ 7,240 | |||||
Tele Payroll Pay Systems And Savers Admin | ||||||
Business Acquisition [Line Items] | ||||||
Number of businesses acquired | business | 2 | |||||
USA Payroll | ||||||
Business Acquisition [Line Items] | ||||||
Payments to acquire shares | $ 18,561 | |||||
Stated interest rate | 3.00% | |||||
Purchase price | $ 27,504 | |||||
Face amount | $ 3,263 | |||||
Stock issued during period for acquisition (in Shares) | shares | 225,089 | |||||
Stock issued upon acquisition | $ 3,600 | |||||
Intangibles | $ 17,643 | |||||
Customer Relationships | ||||||
Business Acquisition [Line Items] | ||||||
Intangibles | $ 10,444 | $ 33,554 | ||||
Remaining amortization period | 8 years | 8 years 10 months 24 days | 9 years | |||
Customer Relationships | Minimum | ||||||
Business Acquisition [Line Items] | ||||||
Discount rate | 13.00% | |||||
Customer Relationships | Maximum | ||||||
Business Acquisition [Line Items] | ||||||
Discount rate | 33.00% | |||||
Developed Technology | ||||||
Business Acquisition [Line Items] | ||||||
Intangibles | $ 2,100 | |||||
Remaining amortization period | 6 years | 6 years | ||||
Trade Names | ||||||
Business Acquisition [Line Items] | ||||||
Intangibles | $ 2,330 | |||||
Royalty rate | 1.00% | |||||
Remaining amortization period | 3 years | 13 years 4 months | ||||
Noncompete Agreements | ||||||
Business Acquisition [Line Items] | ||||||
Intangibles | $ 330 | |||||
Remaining amortization period | 5 years 2 months 12 days | 5 years 73 days | ||||
Evolution Payroll | ||||||
Business Acquisition [Line Items] | ||||||
Costs capitalized to complete acquisition | $ 40 | |||||
Evolution Payroll | Evolution Payroll | ||||||
Business Acquisition [Line Items] | ||||||
Purchase price | $ 10,450 | |||||
Evolution Payroll | Customer Relationships | Evolution Payroll | ||||||
Business Acquisition [Line Items] | ||||||
Payments to acquire shares | 10,000 | |||||
Evolution Payroll | Legal Fees | ||||||
Business Acquisition [Line Items] | ||||||
Costs capitalized to complete acquisition | 30 | |||||
Evolution Payroll | Accounting Fees | ||||||
Business Acquisition [Line Items] | ||||||
Costs capitalized to complete acquisition | $ 10 | |||||
Evolution Payroll Note | Evolution Payroll | Customer Relationships | Evolution Payroll | ||||||
Business Acquisition [Line Items] | ||||||
Principal amount | $ 450 | |||||
Stated interest rate | 2.00% | |||||
Second Restated Credit Agreement | Evolution Payroll | Customer Relationships | Evolution Payroll | ||||||
Business Acquisition [Line Items] | ||||||
Face amount | $ 10,000 |
ACQUISITIONS - Schedule of Reco
ACQUISITIONS - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Jul. 31, 2018 | Jan. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 68,697 | $ 99,108 | $ 67,301 | ||
Intangibles | 40,323 | ||||
Pay Systems | |||||
Business Acquisition [Line Items] | |||||
Cash & cash equivalents | $ 764 | ||||
Accounts receivable | 56 | ||||
Fixed assets | 121 | ||||
Inventory | 0 | ||||
Other assets | 100 | ||||
Funds held for clients | 10,976 | ||||
Goodwill | 9,606 | ||||
Intangibles | 7,240 | ||||
Total assets acquired | 28,863 | ||||
Accounts payable | 85 | ||||
Deferred tax liability | 1,364 | ||||
Accrued other liabilities | 946 | ||||
Deferred revenue | 0 | ||||
Client fund obligations | 11,962 | ||||
Total liabilities assumed | 14,357 | ||||
Net assets acquired | $ 14,506 | ||||
USA Payroll | |||||
Business Acquisition [Line Items] | |||||
Cash & cash equivalents | $ 470 | ||||
Accounts receivable | 104 | ||||
Fixed assets | 98 | ||||
Inventory | 0 | ||||
Other assets | 5 | ||||
Funds held for clients | 20,439 | ||||
Goodwill | 12,644 | ||||
Intangibles | 17,643 | ||||
Total assets acquired | 51,403 | ||||
Accounts payable | 39 | ||||
Deferred tax liability | 3,622 | ||||
Accrued other liabilities | 376 | ||||
Deferred revenue | 0 | ||||
Client fund obligations | 20,439 | ||||
Total liabilities assumed | 24,476 | ||||
Net assets acquired | $ 26,927 | ||||
Others | |||||
Business Acquisition [Line Items] | |||||
Cash & cash equivalents | 643 | ||||
Accounts receivable | 2,395 | ||||
Fixed assets | 428 | ||||
Inventory | 121 | ||||
Other assets | 995 | ||||
Funds held for clients | 14,013 | ||||
Goodwill | 11,966 | ||||
Intangibles | 15,440 | ||||
Total assets acquired | 46,001 | ||||
Accounts payable | 880 | ||||
Deferred tax liability | 2,036 | ||||
Accrued other liabilities | 2,335 | ||||
Deferred revenue | 1,289 | ||||
Client fund obligations | 14,000 | ||||
Total liabilities assumed | 20,540 | ||||
Net assets acquired | 25,461 | ||||
2018 Acquisitions | |||||
Business Acquisition [Line Items] | |||||
Cash & cash equivalents | 1,877 | ||||
Accounts receivable | 2,555 | ||||
Fixed assets | 647 | ||||
Inventory | 121 | ||||
Other assets | 1,100 | ||||
Funds held for clients | 45,428 | ||||
Goodwill | 34,216 | ||||
Intangibles | 40,323 | ||||
Total assets acquired | 126,267 | ||||
Accounts payable | 1,004 | ||||
Deferred tax liability | 7,022 | ||||
Accrued other liabilities | 3,657 | ||||
Deferred revenue | 1,289 | ||||
Client fund obligations | 46,401 | ||||
Total liabilities assumed | 59,373 | ||||
Net assets acquired | $ 66,894 |
ACQUISITIONS - Schedule of Busi
ACQUISITIONS - Schedule of Business Acquisitions, by Acquisition (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Jul. 31, 2018 | Jan. 31, 2018 | Dec. 31, 2018 | |
Pay Systems | |||
Business Acquisition [Line Items] | |||
Purchase price | $ 15,507 | ||
Working capital adjustment | (940) | ||
Adjustment to fair value of contingent liability | 0 | ||
Adjustment to fair value of Asure’s stock | 0 | ||
Debt discount | (61) | ||
Fair value of net assets acquired | $ 14,506 | ||
USA Payroll | |||
Business Acquisition [Line Items] | |||
Purchase price | $ 27,504 | ||
Working capital adjustment | 0 | ||
Adjustment to fair value of contingent liability | 0 | ||
Adjustment to fair value of Asure’s stock | (287) | ||
Debt discount | (290) | ||
Fair value of net assets acquired | $ 26,927 | ||
Others | |||
Business Acquisition [Line Items] | |||
Purchase price | $ 28,142 | ||
Working capital adjustment | (557) | ||
Adjustment to fair value of contingent liability | (1,761) | ||
Adjustment to fair value of Asure’s stock | (7) | ||
Debt discount | (356) | ||
Fair value of net assets acquired | 25,461 | ||
2018 Acquisitions | |||
Business Acquisition [Line Items] | |||
Purchase price | 71,153 | ||
Working capital adjustment | (1,497) | ||
Adjustment to fair value of contingent liability | (1,761) | ||
Adjustment to fair value of Asure’s stock | (294) | ||
Debt discount | (707) | ||
Fair value of net assets acquired | $ 66,894 |
ACQUISITIONS - Schedule of Acqu
ACQUISITIONS - Schedule of Acquired Finite-Lived Intangible Assets by Major Class (Details) $ in Thousands | Apr. 01, 2018USD ($) |
Business Combinations [Abstract] | |
Cash | $ 10,000 |
Promissory note | 450 |
Debt discount | (46) |
Total | 10,404 |
Fair value of asset acquired, Customer Relationships | $ 10,404 |
ACQUISITIONS - Business Acquisi
ACQUISITIONS - Business Acquisition, Pro Forma Information (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($)$ / sharesshares | |
Business Acquisition, Pro Forma Information [Abstract] | |
Revenues | $ 74,062 |
Net income (loss) | $ (9,937) |
Basic and diluted (USD per Share) | $ / shares | $ (0.70) |
Weighted average shares outstanding (in Shares) | shares | 14,121 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||
Impairment of goodwill | $ 35,060,000 | $ 0 |
Amortization of intangible assets | 11,765,000 | 7,481,000 |
Amortization expenses | $ 1,994,000 | $ 1,607,000 |
Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset useful life | 1 year | |
Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset useful life | 9 years |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Goodwill (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill, Balance | $ 99,108,000 | $ 67,301,000 |
Goodwill recognized upon acquisition | 4,826,000 | 31,726,000 |
Adjustments to goodwill associated with acquisitions | (177,000) | 81,000 |
Impairment loss | (35,060,000) | 0 |
Goodwill, Balance | $ 68,697,000 | $ 99,108,000 |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Apr. 01, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Amortization Period (in Years) | 8 years 6 months | 8 years 109 days | |
Gross | $ 91,224 | $ 89,232 | |
Accumulated Amortization | (27,374) | (16,984) | |
Net | $ 63,850 | $ 72,248 | |
Developed Technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Amortization Period (in Years) | 6 years | 6 years | |
Gross | $ 10,001 | $ 10,001 | |
Accumulated Amortization | (6,004) | (4,234) | |
Net | $ 3,997 | $ 5,767 | |
Customer Relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Amortization Period (in Years) | 8 years | 8 years 10 months 24 days | 9 years |
Gross | $ 78,558 | $ 73,358 | |
Accumulated Amortization | (19,757) | (10,922) | |
Net | $ 58,801 | $ 62,436 | |
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 | 13 years 4 months | |
Gross | $ 780 | $ 3,988 | |
Accumulated Amortization | (78) | (524) | |
Net | $ 702 | $ 3,464 | |
Noncompete Agreements | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Amortization Period (in Years) | 5 years 2 months 12 days | 5 years 73 days | |
Gross | $ 1,032 | $ 1,032 | |
Accumulated Amortization | (682) | (451) | |
Net | $ 350 | $ 581 |
GOODWILL AND OTHER INTANGIBLE_6
GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Expected Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2020 | $ 10,449 | |
2021 | 10,097 | |
2022 | 9,563 | |
2023 | 8,672 | |
2024 | 8,445 | |
Thereafter | 16,624 | |
Net | $ 63,850 | $ 72,248 |
NOTES PAYABLE - Narrative (Deta
NOTES PAYABLE - Narrative (Details) | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Debt Instrument [Line Items] | |||
Loss on extinguishment of debt | $ 2,808,000 | $ (479,000) | |
Long-term line of credit | $ 0 | 0 | 0 |
Remaining borrowing capacity | 10,000,000 | 10,000,000 | $ 5,000,000 |
Medium-term Notes | Third Restated Credit Agreement | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | 20,000,000 | 20,000,000 | |
Revolving Credit Facility | Third Restated Credit Agreement | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | 10,000,000 | $ 10,000,000 | |
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 | 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 | 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 | 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 Deb
NOTES PAYABLE - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Total notes payable | $ 27,185 | $ 114,539 |
Short-term notes payable | 2,696 | 5,864 |
Long-term notes payable | 24,489 | 108,675 |
Notes Payable, Other Payables | ||
Debt Instrument [Line Items] | ||
Total notes payable | $ 7,185 | 10,327 |
Notes Payable, Other Payables | Maximum | ||
Debt Instrument [Line Items] | ||
Stated Interest Rate | 3.50% | |
Notes Payable, Other Payables | Minimum | ||
Debt Instrument [Line Items] | ||
Stated Interest Rate | 2.00% | |
Notes Payable, Other Payables | Wells Fargo Syndicated Partner | ||
Debt Instrument [Line Items] | ||
Stated Interest Rate | 10.55% | |
Total notes payable | $ 0 | 52,106 |
Notes Payable to Banks | Wells Fargo Term Loan | ||
Debt Instrument [Line Items] | ||
Stated Interest Rate | 8.00% | |
Total notes payable | $ 20,000 | 0 |
Notes Payable to Banks | Wells Fargo Bank NA | ||
Debt Instrument [Line Items] | ||
Stated Interest Rate | 5.55% | |
Total notes payable | $ 0 | $ 52,106 |
NOTES PAYABLE - Schedule of D_2
NOTES PAYABLE - Schedule of Debt and Debt Issuance Costs (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
Debt issuance costs and debt discount current portion | $ (125) | $ (1,131) |
Net notes payable, current portion | 2,571 | 4,733 |
Notes payable, net of current portion | 24,489 | 108,675 |
Debt issuance costs and debt discount net of current portion | (347) | (2,041) |
Notes payable, net of current portion | 24,142 | 106,634 |
Total notes payable | 27,185 | 114,539 |
Total debt issuance costs and debt discount | (472) | (3,172) |
Total notes payable | $ 26,713 | $ 111,367 |
NOTES PAYABLE - Schedule of Mat
NOTES PAYABLE - Schedule of Maturities of Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
2020 | $ 2,696 | |
2021 | 5,489 | |
2022 | 1,000 | |
2023 | 1,000 | |
2024 | 17,000 | |
Total notes payable | $ 27,185 | $ 114,539 |
NOTES PAYABLE - Schedule of App
NOTES PAYABLE - Schedule of Applicable Margin Rates (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Less than 2 to 1 | Applicable Margin Relative to Base Rate Loans | |
Debt Instrument [Line Items] | |
Debt instrument ratios | 2.25% |
Less than 2 to 1 | Applicable Margin Relative to LIBOR Rate Loans | |
Debt Instrument [Line Items] | |
Debt instrument ratios | 3.25% |
Greater than 2 to1 and Less than 3 to 1 | Applicable Margin Relative to Base Rate Loans | |
Debt Instrument [Line Items] | |
Debt instrument ratios | 2.75% |
Greater than 2 to1 and Less than 3 to 1 | Applicable Margin Relative to LIBOR Rate Loans | |
Debt Instrument [Line Items] | |
Debt instrument ratios | 3.75% |
More than 3 to 1 | Applicable Margin Relative to Base Rate Loans | |
Debt Instrument [Line Items] | |
Debt instrument ratios | 3.25% |
More than 3 to 1 | Applicable Margin Relative to LIBOR Rate Loans | |
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 | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 20,571 | $ 19,724 |
Less accumulated depreciation and amortization | (12,704) | (13,290) |
Property and equipment, net | 7,867 | 6,434 |
Furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 7,851 | 5,922 |
Software development costs | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 7,529 | 4,773 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 3,970 | 6,037 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,221 | 2,118 |
Internal support equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 0 | 696 |
Finance leases | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 0 | $ 178 |
PROPERTY AND EQUIPMENT - Sche_2
PROPERTY AND EQUIPMENT - Schedule of Property, Plant and Equipment (Useful Lives) (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 2 years |
Minimum | Software | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Minimum | Furniture and equipment | |
Property, Plant and Equipment [Line Items] | |
Useful life | 2 years |
Minimum | Internal support equipment | |
Property, Plant and Equipment [Line Items] | |
Useful life | 2 years |
Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Maximum | Software | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Maximum | Furniture and equipment | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Maximum | Internal support equipment | |
Property, Plant and Equipment [Line Items] | |
Useful life | 4 years |
PROPERTY AND EQUIPMENT - Narrat
PROPERTY AND EQUIPMENT - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 2,370 | $ 2,181 |
Property and equipment useful life | 3 years | |
Capitalized software development costs | $ 2,756 | $ 2,711 |
CERTAIN BALANCE SHEET ACCOUNT_2
CERTAIN BALANCE SHEET ACCOUNTS - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Non-trade receivables related to custodial funds | $ 7,785 | $ 0 |
Receivable from sale of Workspace Management | 1,685 | 0 |
Prepaid expenses | 1,454 | 1,590 |
Prepaid expenses | 1,294 | 671 |
Prepaid expenses and other current assets | $ 12,218 | $ 2,261 |
CERTAIN BALANCE SHEET ACCOUNT_3
CERTAIN BALANCE SHEET ACCOUNTS - Other Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Income taxes payable | $ 2,608 | $ 0 |
Accrued expenses and other | 3,948 | 1,105 |
Other accrued liabilities | $ 6,556 | $ 1,105 |
STOCKHOLDERS' EQUITY - Narrativ
STOCKHOLDERS' EQUITY - Narrative (Details) | 1 Months Ended | 12 Months Ended | ||||
Jan. 31, 2020shares | May 31, 2019shares | Jun. 30, 2018USD ($)$ / sharesshares | Apr. 30, 2018USD ($) | Dec. 31, 2019USD ($)plan$ / sharesshares | Dec. 31, 2018USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Aggregate value of common stock and other securities | $ | $ 175,000,000 | $ 133,438,000 | ||||
Value of unsold securities on current effective registration statements | $ | $ 60,000,000 | |||||
Stock issued (in Shares) | 2,375,000 | |||||
Public offering price (USD per Share) | $ / shares | $ 17.50 | |||||
Proceeds from issuance of common stock | $ | $ 38,900,000 | |||||
Shares repurchase authorized | 450,000 | |||||
Shares repurchased | 384,000 | |||||
Payments for repurchase of common stock | $ | $ 5,000,000 | |||||
Active equity plans | plan | 1 | |||||
Shares available for future grant (in Shares) | 387,000 | |||||
Options granted (in Shares) | 721,000 | |||||
Compensation expense | $ | $ 1,990,000 | $ 1,565,000 | ||||
Exercised in period, intrinsic value | $ | 356,000 | 276,000 | ||||
Unrecognized compensation costs | $ | $ 2,180,000 | |||||
Period of recognition of unrecognized compensation costs | 2 years 2 months | |||||
The 2018 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares available for future grant (in Shares) | 750,000 | |||||
Options granted (in Shares) | 1,756,000 | |||||
The 2018 Plan | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period | 3 years | |||||
Award expiration period | 5 years | |||||
The 2018 Plan | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period | 4 years | |||||
Award expiration period | 10 years | |||||
2018 Plan Amendment | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of increase in options (in Shares) | 600,000 | |||||
Offer Exchange Program | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Outstanding (USD per Share) | $ / shares | $ 8.50 | |||||
Number of shares underlying an eligible option in exchange for one new RSU (in Shares) | 2.5 | |||||
Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted in exchange (in Shares) | 29,000 | |||||
Unrecognized compensation costs | $ | $ 540,000 | |||||
Period of recognition of unrecognized compensation costs | 1 year 9 months | |||||
Vested in period, fair value | $ | $ 430,000 | $ 22,000 | ||||
Subsequent Event | Offer Exchange Program | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options purchased (in Shares) | 467,500 | |||||
Subsequent Event | 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, 2019 | Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | ||
Grant date fair value (USD per Share) | $ 2.65 | $ 6.41 |
Risk-free interest rate | 1.25% | 2.81% |
Expected volatility | 44.00% | 45.00% |
Expected life in years | 3 years 6 months | 4 years |
Dividend yield | 0.00% | 0.00% |
STOCKHOLDERS' EQUITY - Schedu_2
STOCKHOLDERS' EQUITY - Schedule of Share-based Compensation, Stock Options Reserved for Future Issuance (Details) | Dec. 31, 2019shares |
Stockholders' Equity Note [Abstract] | |
Options and RSUs outstanding (in Shares) | 1,756,000 |
Shares available for future grant (in Shares) | 387,000 |
Shares reserved (in Shares) | 2,143,000 |
STOCKHOLDERS' EQUITY - Schedu_3
STOCKHOLDERS' EQUITY - Schedule of Share-based Compensation, Stock Options, Activity (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($)$ / sharesshares | |
Shares | |
Outstanding at the beginning of the year (in Shares) | shares | 1,494 |
Options granted (in Shares) | shares | 721 |
Stock issued upon option exercise (in Shares) | shares | (143) |
Canceled (in Shares) | shares | (387) |
Outstanding at the end of the year (in Shares) | shares | 1,685 |
Weighted Average Exercise Price | |
Outstanding at the beginning of the year (USD per Share) | $ / shares | $ 10.99 |
Granted (USD per Share) | $ / shares | 6.50 |
Exercised (USD per Share) | $ / shares | 5.65 |
Canceled (USD per Share) | $ / shares | 10.17 |
Outstanding at the end of the year (USD per Share) | $ / shares | $ 9.71 |
Additional Disclosures | |
Outstanding weighted average remaining contractual term | 3 years 1 month 6 days |
Intrinsic value, options outstanding | $ | $ 1,336 |
Vested and expected to vest (in Shares) | shares | 1,424 |
Vested and expected to vest (in USD per Share) | $ / shares | $ 9.83 |
Vested and expected to vest weighted average remaining contractual term | 3 years |
Intrinsic value, options vested and expected to vest | $ | $ 1,052 |
Options exercisable at the end of the year (in Shares) | shares | 769 |
Options exercisable at the end of the year (USD per Share) | $ / shares | $ 10.43 |
Exercisable weighted average remaining contractual term | 2 years 2 months 12 days |
Intrinsic value, options exercisable | $ | $ 350 |
STOCKHOLDERS' EQUITY - Schedu_4
STOCKHOLDERS' EQUITY - Schedule of Share-based Compensation, RSUs (Details) - Restricted Stock Units (RSUs) shares in Thousands | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Shares | |
Outstanding at the beginning of the year (in Shares) | shares | 145 |
Granted (in Shares) | shares | 29 |
Released (in Shares) | shares | (61) |
Forfeited (in Shares) | shares | (42) |
Outstanding at the end of the year | shares | 71 |
Weighted Average Grant-Date Fair Value | |
Outstanding at the beginning of the year (USD per Share) | $ / shares | $ 13.73 |
Granted (USD per Share) | $ / shares | 6.88 |
Released (USD per Share) | $ / shares | 13.01 |
Forfeited (USD per Share) | $ / shares | 13.85 |
Outstanding at the end of the year (USD per Share) | $ / shares | $ 11.52 |
EMPLOYEE BENEFIT PLANS - Narrat
EMPLOYEE BENEFIT PLANS - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | ||
Contributions by employer | $ 814 | $ 490 |
Number of shares reserved for issuance under ESPP (in Shares) | 225,000 | |
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, 2019 | Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | ||
Allowance for doubtful accounts | $ 904 | $ 511 |
Net receivables from contracts with customers | 4,808 | 5,102 |
Deferred commissions costs | 2,697 | 1,946 |
Amortization of deferred sales commissions | 1,398 | $ 732 |
Deferred revenue | 3,011 | |
Revenue expected from remaining performance obligations | $ 29,432 | |
Percentage of revenue expected from remaining performance obligation, Percentage | 56.00% | |
Expected timing for remaining performance obligation | 12 months |
DISCONTINUED OPERATIONS - Narra
DISCONTINUED OPERATIONS - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
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 | $ 1,685 |
DISCONTINUED OPERATIONS - Opera
DISCONTINUED OPERATIONS - Operating Results of Discontinued Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Income from discontinued operations | $ 3,498 | $ 4,578 |
Gain on sale of discontinued operations | 94,293 | 0 |
Income tax expense | (25,499) | (753) |
Gain on discontinued operations, net of taxes | 72,292 | 3,825 |
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 | 25,326 |
Income from discontinued operations | 3,498 | 4,578 |
Gain on sale of discontinued operations | 94,293 | 0 |
Income tax expense | (25,499) | (753) |
Gain on discontinued operations, net of taxes | $ 72,292 | $ 3,825 |
DISCONTINUED OPERATIONS - Sched
DISCONTINUED OPERATIONS - Schedule of Balance Sheet (Details) - Discontinued Operations, Disposed of by Sale - Workspace Management Software Solutions $ in Thousands | Dec. 31, 2018USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Accounts receivable, net | $ 10,926 |
Other current assets | 2,807 |
Property and equipment, net | 2,514 |
Goodwill | 12,279 |
Intangible assets, net | 4,512 |
Other assets | 1,752 |
Total assets | 34,790 |
Accounts payable | 717 |
Accrued liabilities and other current liabilities | 10,634 |
Other long-term liabilities | 1,334 |
Total liabilities | $ 12,685 |
DISCONTINUED OPERATIONS - Sch_2
DISCONTINUED OPERATIONS - Schedule of Expenses and Non-Cash Items (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Gain on sale of discontinued operations | $ (94,293) | $ 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] | ||
Depreciation and amortization | 1,060 | 1,905 |
Provision for doubtful accounts | (87) | 1,908 |
Share based compensation | 278 | 122 |
Capital expenditures | (417) | (480) |
Software capitalization | (1,083) | (822) |
Gain on sale of discontinued operations | $ (94,293) | $ 0 |
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, 2019 | Dec. 31, 2018 | |
Numerator | ||
Loss from continuing operations | $ (42,291) | $ (11,373) |
Income from discontinued operations | 72,292 | 3,825 |
Net income (loss) | $ 30,001 | $ (7,548) |
Denominator | ||
Weighted-average shares of common stock outstanding, basic and diluted (in Shares) | 15,511 | 14,010 |
Basic and diluted income (loss) per share | ||
Basic and diluted loss from continuing operations (in Dollars per share) | $ (2.73) | $ (0.81) |
Basic and diluted income from discontinuing operations (in Dollars per share) | 4.66 | 0.27 |
Basic and diluted income (loss) (in Dollars per share) | $ 1.93 | $ (0.54) |
NET LOSS PER SHARE - Narrative
NET LOSS PER SHARE - Narrative (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Equity Option | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded (in Shares) | 1,756 | 1,639 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Examination [Line Items] | |||
Operating loss carryforwards | $ 33,700 | ||
Deferred research and development credit carryforwards | 3,739 | ||
Minimum tax credit carryforwards | 31 | $ 123 | |
Carryforwards indefinitely | $ 4,500 | ||
Maximum percentage of taxable income offset by carryforward allowed | 80.00% | ||
Decrease in valuation allowance | $ 14,849 | ||
Unrecognized tax benefits | 856 | $ 1,435 | $ 1,174 |
Interest and penalties | $ 0 | ||
Minimum | |||
Income Tax Examination [Line Items] | |||
Carryforwards expiration date | 2020 | ||
Maximum | |||
Income Tax Examination [Line Items] | |||
Carryforwards expiration date | 2038 |
INCOME TAXES - Summary of Incom
INCOME TAXES - Summary of Income Tax Contingencies (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ (66,402) | $ (19,355) |
Foreign | 0 | 0 |
Loss from continuing operations before income taxes | $ (66,402) | $ (19,355) |
INCOME TAXES - Schedule of Effe
INCOME TAXES - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Current: | ||
Federal | $ (21,697) | $ (640) |
State | (1,899) | (91) |
Foreign | 42 | 9 |
Total current | (23,554) | (722) |
Deferred: | ||
Federal | (210) | (5,702) |
State | (347) | (1,558) |
Foreign | 0 | 0 |
Total deferred | (557) | (7,260) |
Income tax expense (benefit) | $ (24,111) | $ (7,982) |
INCOME TAXES - Schedule of Defe
INCOME TAXES - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Net operating losses | $ 8,004 | $ 24,330 |
Research and development credit carryforwards | 3,104 | 5,147 |
Minimum tax credit carryforwards | 31 | 123 |
Disallowed interest expense carryforwards | 0 | 1,909 |
Stock compensation | 168 | 107 |
Deferred revenue | 588 | 276 |
Fixed assets | 0 | 14 |
Accrued expenses | 349 | 359 |
Lease liabilities | 1,905 | |
Goodwill | 2,132 | 0 |
Other | 347 | 525 |
Gross current deferred tax assets | 16,628 | 32,790 |
Valuation allowance | (5,204) | (20,053) |
Net deferred tax assets | 11,424 | 12,737 |
Deferred tax liabilities: | ||
Acquired intangibles | (7,828) | (10,460) |
Fixed assets | (125) | 0 |
Capitalized software | (1,353) | (1,001) |
Deferred commission | (698) | (496) |
Right-of-use asset | (1,756) | |
Goodwill | 0 | (1,649) |
Gross noncurrent deferred tax assets | (11,760) | (13,606) |
Net deferred liabilities | $ (336) | $ (869) |
INCOME TAXES - Schedule of Comp
INCOME TAXES - Schedule of Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Computed at statutory rate | $ (13,944) | $ (4,065) |
State taxes, net of federal benefit | (1,901) | (641) |
Permanent items and other | 992 | 341 |
Credit carryforwards | 2,014 | (478) |
Foreign income taxed at different rates | 22 | 0 |
Goodwill impairment | 3,907 | 0 |
Change in tax carryforwards not benefitted | (352) | 5,778 |
Change in valuation allowance | (14,849) | (8,917) |
Income tax expense (benefit) | $ (24,111) | $ (7,982) |
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, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Balance | $ 1,435 | $ 1,174 |
Additions based on tax positions related to the current year | 106 | 246 |
Additions for tax positions of prior years | 59 | 15 |
Reductions for tax positions of prior years | (744) | 0 |
Balance | $ 856 | $ 1,435 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Lessee, Lease, Description [Line Items] | |
Total lease liabilities | $ 7,512 |
Operating lease liabilities, current | 1,575 |
Operating lease assets, net | $ 6,963 |
Incremental borrowing rate | 9.00% |
Weighted average remaining lease term for operating leases | 6 years |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Operating lease, term of contract | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Operating lease, term of contract | 10 years |
LEASES - Schedule of Future Min
LEASES - Schedule of Future Minimum Lease Payments for Operating Leases (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 2,187 |
2021 | 2,074 |
2022 | 1,548 |
2023 | 845 |
2024 | 716 |
Thereafter | 2,398 |
Total minimum lease payments | 9,768 |
Less imputed interest | (2,256) |
Total lease liabilities | $ 7,512 |
LEASES - Rent Expense Component
LEASES - Rent Expense Components (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating Lease, Cost | $ 2,243 |
Sublease Income | (160) |
Lease, Cost | $ 2,083 |
LEASES LEASES - Supplemental Ca
LEASES LEASES - Supplemental Cash Flow Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating cash outflows from operating leases | $ 2,289 |
Operating lease assets obtained in exchange for new operating lease liabilities | $ 8,615 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Mar. 10, 2020 | Dec. 31, 2019 |
Subsequent Event [Line Items] | ||
Number of shares available for repurchase under existing stock repurchase plans (in shares) | 66,000 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
New stock repurchase program authorized amount | $ 5,000,000 |