Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 23, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Transition Report | false | ||
Entity Registrant Name | ASURE SOFTWARE, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 74-2415696 | ||
Entity Address, Address Line One | 405 Colorado Street, Suite 1800 | ||
Entity Address, City or Town | Austin | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 78701 | ||
City Area Code | 512 | ||
Local Phone Number | 437-2700 | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 25,530,082 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0000884144 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity File Number | 1-34522 | ||
Document Annual Report | true | ||
Entity Public Float | $ 236,864,166 | ||
Auditor Location | Los Angeles, California | ||
Auditor Name | Marcum LLP | ||
Auditor Firm ID | 688 | ||
Current Fiscal Year End Date | --12-31 | ||
Common Stock, $0.01 par value | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common Stock, $0.01 par value | ||
Trading Symbol | ASUR | ||
Security Exchange Name | NASDAQ | ||
Series A Junior Participating Preferred Share Purchase Rights | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Series A Junior Participating Preferred Share Purchase Rights | ||
No Trading Symbol Flag | true |
Cover
Cover | 12 Months Ended |
Dec. 31, 2023 | |
Cover [Abstract] | |
Documents Incorporated by Reference | Portions of the registrant’s definitive Proxy Statement relating to its 2024 Annual Meeting of Shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. Such Proxy Statement, or an amendment to this report containing the Items comprising Part III, will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates. |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) shares in Thousands, $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash, cash equivalents, and restricted cash | $ 30,317 | $ 17,010 |
Accounts receivable, net of allowance for credit losses of $4,787 and $3,248 at December 31, 2023 and December 31, 2022, respectively | 14,202 | 12,123 |
Inventory | 155 | 251 |
Prepaid expenses and other current assets | 3,471 | 10,304 |
Total current assets before funds held for clients | 48,145 | 39,688 |
Funds held for clients | 219,075 | 203,588 |
Total current assets | 267,220 | 243,276 |
Property and equipment, net | 14,517 | 11,439 |
Goodwill | 86,011 | 86,011 |
Intangible assets, net | 62,082 | 66,594 |
Operating lease assets, net | 4,991 | 7,065 |
Other assets, net | 9,047 | 5,523 |
Total assets | 443,868 | 419,908 |
Current liabilities: | ||
Current portion of notes payable | 27 | 4,106 |
Accounts payable | 2,570 | 2,194 |
Accrued compensation and benefits | 6,519 | 5,791 |
Operating lease liabilities, current | 1,490 | 1,860 |
Other accrued liabilities | 3,862 | 3,728 |
Contingent purchase consideration | 0 | 2,955 |
Deferred revenue | 6,853 | 8,461 |
Total current liabilities before client fund obligations | 21,321 | 29,095 |
Client fund obligations | 220,019 | 206,088 |
Total current liabilities | 241,340 | 235,183 |
Long-term liabilities: | ||
Deferred revenue | 16 | 788 |
Deferred tax liability | 1,728 | 1,503 |
Notes payable, net of current portion | 4,282 | 30,795 |
Operating lease liabilities, noncurrent | 4,638 | 6,459 |
Other liabilities | 209 | 114 |
Total long-term liabilities | 10,873 | 39,659 |
Total liabilities | 252,213 | 274,842 |
Stockholders’ equity: | ||
Preferred stock, $0.01 par value; 1,500 shares authorized; none issued or outstanding | 0 | 0 |
Common stock, $0.01 par value; 44,000 shares authorized; 25,382 and 20,628 shares issued, 24,998 and 20,244 shares outstanding at December 31, 2023 and December 31, 2022, respectively | 254 | 206 |
Treasury stock at cost, 384 shares at December 31, 2023 and December 31, 2022 | (5,017) | (5,017) |
Additional paid-in capital | 487,973 | 433,586 |
Accumulated deficit | (290,440) | (281,226) |
Accumulated other comprehensive loss | (1,115) | (2,483) |
Total stockholders’ equity | 191,655 | 145,066 |
Total liabilities and stockholders’ equity | $ 443,868 | $ 419,908 |
Common stock, shares authorized | 44,000 | 44,000 |
Treasury Stock, Common, Shares | 384 | 384 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) shares in Thousands, $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 4,787 | $ 3,248 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 1,500 | 1,500 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 44,000 | 44,000 |
Common stock, shares issued | 25,382 | 20,628 |
Common stock, shares outstanding | 24,998 | 20,244 |
Treasury Stock, Common, Shares | 384 | 384 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue: | ||
Total revenue | $ 119,082 | $ 95,828 |
Cost of sales | 33,545 | 33,318 |
Gross profit | 85,537 | 62,510 |
Operating expenses: | ||
Sales and marketing | 28,734 | 20,260 |
General and administrative | 39,333 | 33,924 |
Research and development | 6,846 | 6,147 |
Amortization of intangible assets | 13,623 | 13,486 |
Total operating expenses | 88,536 | 73,817 |
Loss from operations | (2,999) | (11,307) |
Interest expense, net | (4,297) | (4,438) |
Loss on extinguishment of debt | (1,517) | 0 |
Other (expense) income, net | (292) | 1,391 |
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | (9,105) | (14,354) |
Income tax expense | 109 | 112 |
Net loss | (9,214) | (14,466) |
Other comprehensive income (loss): | ||
Unrealized income (loss) on marketable securities | 1,368 | (2,384) |
Comprehensive loss | $ (7,846) | $ (16,850) |
Basic and diluted loss per share | ||
Basic (in Dollars per share) | $ (0.42) | $ (0.72) |
Diluted (in Dollars per share) | $ (0.42) | $ (0.72) |
Weighted average basic and diluted shares | ||
Basic (in shares) | 22,138 | 20,117 |
Diluted (in shares) | 22,138 | 20,117 |
Recurring | ||
Revenue: | ||
Total revenue | $ 99,734 | $ 86,222 |
Professional services, hardware and other | ||
Revenue: | ||
Total revenue | $ 19,348 | $ 9,606 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Treasury Stock, Common | Additional Paid-in Capital | Accumulated Deficit | Other Comprehensive (Loss) Income |
BALANCE at beginning of period (in shares) at Dec. 31, 2021 | 20,028 | |||||
BALANCE at beginning of period at Dec. 31, 2021 | $ 158,240 | $ 204 | $ (5,017) | $ 429,912 | $ (266,760) | $ (99) |
Stock issued upon option exercise and vesting of restricted stock units (in shares) | 136 | |||||
Stock issued upon option exercise and vesting of restricted stock units | 90 | $ 1 | 89 | |||
Stock issued, ESPP (in shares) | 80 | |||||
Stock issued, ESPP | 407 | $ 1 | 406 | |||
Share based compensation | 3,179 | 3,179 | ||||
Net loss | (14,466) | (14,466) | ||||
Other comprehensive loss | (2,384) | (2,384) | ||||
BALANCE at end of period (in shares) at Dec. 31, 2022 | 20,244 | |||||
BALANCE at end of period at Dec. 31, 2022 | $ 145,066 | $ 206 | (5,017) | 433,586 | (281,226) | (2,483) |
Stock issued upon option exercise and vesting of restricted stock units (in shares) | 420 | 604 | ||||
Stock issued upon option exercise and vesting of restricted stock units | $ 3,020 | $ 6 | 3,014 | |||
Stock Issued During Period, Value, New Issues | 45,445 | $ 41 | 45,404 | |||
Stock Issued During Period, Shares, New Issues | 4,047 | |||||
Stock issued, ESPP (in shares) | 103 | |||||
Stock issued, ESPP | 540 | $ 1 | 539 | |||
Share based compensation | 5,430 | 5,430 | ||||
Net loss | (9,214) | (9,214) | ||||
Other comprehensive loss | 1,368 | 1,368 | ||||
BALANCE at end of period (in shares) at Dec. 31, 2023 | 24,998 | |||||
BALANCE at end of period at Dec. 31, 2023 | $ 191,655 | $ 254 | $ (5,017) | $ 487,973 | $ (290,440) | $ (1,115) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Cash flows from operating activities: | ||
Net loss | $ (9,214) | $ (14,466) |
Adjustments to reconcile loss to net cash provided by operations: | ||
Depreciation and amortization | 19,135 | 18,708 |
Amortization of operating lease assets | 1,481 | 1,702 |
Amortization of debt financing costs and discount | 820 | 718 |
Net accretion of discounts and amortization of premiums on available-for-sale securities | (119) | 280 |
Provision for expected losses | 2,047 | 803 |
Provision for (recovery of) deferred income taxes | 225 | (92) |
Gain (Loss) on Extinguishment of Debt, Operational | (990) | 0 |
Debt Securities, Available-for-sale, Realized Gain (Loss) | (2,257) | (1,221) |
Share-based compensation | 5,430 | 3,179 |
Loss on disposals of long-term assets | 132 | 25 |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 175 | (1,245) |
Finite-Lived Intangible Assets, Purchase Accounting Adjustments | 0 | 18 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (4,126) | (7,618) |
Inventory | 97 | (14) |
Prepaid expenses and other assets | 5,101 | 2,993 |
Increase (Decrease) in Other Operating Assets | 546 | (3,020) |
Accounts payable | 376 | 1,611 |
Accrued expenses and other long-term obligations | 87 | 3,828 |
Operating lease liabilities | (1,118) | 2,023 |
Deferred revenue | (2,379) | 5,462 |
Net cash provided by operating activities | 18,900 | 13,674 |
Cash flows from investing activities: | ||
Acquisition of intangible assets | (7,651) | (2,289) |
Purchases of property and equipment | (1,585) | (2,318) |
Software capitalization costs | (7,027) | (4,228) |
Payments to Acquire Debt Securities, Available-for-sale | (27,647) | (37,232) |
Proceeds from sales and maturities of available-for-sale securities | 14,385 | 10,068 |
Net cash used in investing activities | (29,525) | (35,999) |
Cash flows from financing activities: | ||
Payments of notes payable | (35,627) | (1,688) |
Payment for Contingent Consideration Liability, Financing Activities | 0 | (130) |
Payments of Financing Costs | (250) | 0 |
Net proceeds from issuance of common stock | 46,800 | 497 |
Net change in client fund obligations | 13,931 | (11,055) |
Net cash provided by (used) in financing activities | 24,205 | (12,376) |
Net increase (decrease) in cash, cash equivalents, restricted cash, and restricted cash equivalents | 13,580 | (34,701) |
Cash, cash equivalents, restricted cash and restricted cash equivalents, beginning of period | 164,042 | 198,743 |
Cash, cash equivalents, restricted cash and restricted cash equivalents, end of period | 177,622 | 164,042 |
Cash, cash equivalents, and restricted cash | 30,317 | 17,010 |
Restricted Cash and Cash Equivalents | 147,305 | 147,032 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Total | 177,622 | 164,042 |
Supplemental Cash Flow Information [Abstract] | ||
Interest Paid, Excluding Capitalized Interest, Operating Activities | 3,140 | 3,397 |
Income Taxes Paid | 432 | 233 |
Subordinated notes payable –acquisitions | 1,209 | 411 |
Stock Issued | 2,543 | 0 |
Other Noncash Expense | 1,471 | 0 |
Payment Of Stock Issuance Costs, Capital Raise Fees | (338) | 0 |
Repayments of Long-Term Loans from Vendors | (311) | 0 |
Noncash or Part Noncash Acquisition, Value of Assets Acquired | $ 357 | $ 0 |
THE COMPANY AND BASIS OF PRESEN
THE COMPANY AND BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies | NOTE 1 - DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES DESCRIPTION OF BUSINESS Asure Software, Inc. (“Asure”, “we” and “our”), a Delaware corporation, is a provider of cloud-based Human Capital Management (“HCM”) software solutions delivered as Software-as-a-Service (“SaaS”) for small and medium-sized businesses (“SMBs”). We offer human resources (“HR”) tools necessary to build a thriving workforce, provide the resources to stay compliant with dynamic federal, state, and local tax jurisdictions and their respective labor laws, freeing cash flows so SMBs can spend their financial capital on growing their businesses rather than administrative overhead that can impede growth. Our solutions also provide new ways for employers to connect with and to differentiate themselves with their employees in order to enhance their relationships with their talent. Asure’s HCM suite (“Asure HCM”) includes Payroll & Tax solutions, HR compliance and services, Time & Attendance software and data integrations that enable employers and their employees to enhance efficiencies and take advantage of value-added solutions, which we refer to as AsureMarketplace™. AsureMarketplace™ automates interactions between our HCM systems with third-party providers to enhance efficiency, improve accuracy and to extend the range of services offered to employers and their employees. Our approach to HR compliance services incorporates artificial intelligence technology to enhance scalability and efficiency while prioritizing client interactions. We offer our services directly and indirectly through our network of Reseller Partners. We strive to be the most trusted HCM resource to SMBs. We target less densely populated U.S. metropolitan cities where fewer of our competitors have a presence. Our solutions solve three primary challenges that prevent businesses from growing: HR complexity, allocation of human and financial capital, and the ability to build great teams. We have and will continue to invest in research and development to expand our solutions. Our solutions reduce the administrative burden on employers and increase employee productivity while managing the employment lifecycle. The Asure HCM suite includes five product lines: Asure Payroll & Tax, Asure Tax Management Solutions, Asure Time & Attendance, Asure HR Compliance, and AsureMarketplace™. We develop, market, sell and support our offerings nationwide through our principal office in Austin, Texas and from our processing hubs in Alabama, California, Florida, New Jersey, New York, Tennessee, and Vermont. PRINCIPLES OF CONSOLIDATION We have prepared our Consolidated Financial Statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and have included the accounts of our wholly owned subsidiaries. We have eliminated all intercompany transactions and balances in consolidation. SEGMENTS The chief operating decision maker is Asure’s Chief Executive Officer who reviews financial information presented on a company-wide basis. Accordingly, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 280, we determined that the Company has a single reporting segment and operating unit structure. USE OF ESTIMATES Preparation of the Consolidated Financial Statements in conformity with U.S. GAAP 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. The more significant estimates made by management include the valuation allowance for the gross deferred tax 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 management believes reasonable under the given circumstances. These estimates could be materially different under different conditions and assumptions. 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, 2023, we were not party to any material legal proceedings. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740), which requires companies to disaggregate information about their effective tax rate reconciliation as well as information on income taxes paid. The standard applies to all entities subject to income taxes. The standard becomes effective for public entities for annual periods beginning after December 15, 2024. We are currently evaluating this standard and the potential effects of these changes to our consolidated financial statements and will adopt this new standard in the fiscal year beginning January 1, 2025. In November 2023 , the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses for interim and annual periods. In addition, the standard requires public entities that have a single reportable segment to provide all the disclosures required by the standard and all existing segment disclosures in Topic 280. The standard is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. We are currently evaluating this standard and the potential effects of these changes to our consolidated financial statements and will adopt this new standard in the fiscal year beginning January 1, 2024. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326), which establishes a new approach to estimate credit losses on certain financial instruments. The update requires financial assets measured at amortized cost to be presented at the net amount expected to be collected. The amended guidance will also update the impairment model for available-for-sale debt securities, requiring entities to determine whether all or a portion of the unrealized loss on such securities is a credit loss. The standard became effective for interim and annual periods beginning after December 15, 2022. Effective January 1, 2023, we adopted the provisions of ASU No. 2016-13 and determined that adoption did not have a material impact on our Consolidated Financial Statements. CASH, CASH EQUIVALENTS, AND RESTRICTED CASH We consider all highly liquid investments with an original maturity of 90 days or less at the time of purchase to be cash equivalents. Cash equivalents include investments in an institutional money market fund, which invests in U.S. Treasury bills, notes and bonds, and/or repurchase agreements, backed by such obligations. Carrying value approximates fair value. Restricted cash consists of cash balances which are restricted as to withdrawal or usage. As of December 31, 2023, we ha d no restricted cash. INVESTMENTS Available-for-sale securities are carried at fair value, with the unrealized gains and losses reported in accumulated other comprehensive 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 credit losses, if any, on available-for-sale securities are included in other income (expense), net. The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as available-for-sale are included in interest income. FUNDS HELD FOR CLIENTS Funds held for clients represent assets that are held for the purposes of satisfying the obligations to remit funds relating to our payroll and payroll tax filing services and are classified as client fund obligations on our Consolidated Balance Sheets. Funds held for clients are held in demand deposit or brokerage accounts at financial institutions and are classified as a current asset on our Consolidated Balance Sheets. Client fund obligations represent our 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 we impound funds from clients. The client fund obligations represent liabilities that will be repaid within one year of the balance sheet date. We have reported client fund obligations as a current liability on the Consolidated Balance Sheets. 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 Cash and cash equivalents are deposited at various area banks, which at times may exceed federally insured limits. We monitor the viability of the banking institutions carrying our assets on a regular basis, and have the ability to transfer cash to various institutions during times of risk. We have not experienced any losses related to these cash balances, and believes our credit risk to be minimal. ACCOUNTS RECEIVABLE, NET We grant credit to customers in the ordinary course of business, exposing us to the credit risk of our customers. In the course of our sales to customers, we may encounter difficulty collecting accounts receivable. We limit concentrations of credit risk related to our trade accounts receivable due to our large number of customers, including third-party resellers, and their dispersion across several industries and geographic areas. We perform ongoing credit evaluations of our customers and maintain reserves for potential credit losses. We require advanced payments or secured transactions when deemed necessary. We review potential customers’ credit ratings to evaluate customers’ ability to pay an obligation within the payment term, which is usually net thirty days. If we receive reasonable assurance of payment and know of no barriers to legally enforce the payment obligation, we may extend credit to customers. We place accounts on “Credit Hold” if a placed order exceeds the credit limit or sooner if circumstances warrant. We follow our credit policy consistently and routinely monitor our delinquent accounts for indications of collectability. We maintain an allowance for credit losses, which was previously referred to as “allowance for doubtful accounts” prior to the adoption of ASU No. 2016-13, at an amount we estimate to be sufficient to provide adequate protection against credit losses resulting from extending credit to our customers. We base this allowance and our expected credit loss estimates, in the aggregate, on historical collection experience, age of receivables, general economic conditions and reasonable and supportable forecasts concerning the future. The allowance for credit losses 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 been within management expectations. Refer to Note 8 - Contracts with Customers and Revenue Concentration for details on our accounts receivable and allowance for credit losses. PROPERTY AND EQUIPMENT We record property and equipment, including software, furniture and equipment, at cost less accumulated depreciation. We record depreciation using the straight-line method over the estimated economic useful lives of the assets, which range from two BUSINESS COMBINATIONS 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. 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 two IMPAIRMENT OF LONG-LIVED ASSETS Long-lived assets, including intangible assets with definite lives, are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the estimated fair value of the asset. We have determined that there was no impairment of long-lived assets including intangible assets with definite lives, for the year ended December 31, 2023. ORIGINAL ISSUE DISCOUNTS We recognize original issue discounts (“OID”), 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 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 of debt in the Consolidated Statements of Comprehensive Loss. REVENUE RECOGNITION Our revenue primarily consists of software-as-a-service (“SaaS”) offerings and income from investments made from funds held for clients. Collectively, the SaaS offerings are referred to as “Asure HCM”, consisting of Payroll & Tax solutions, HR compliance and services, Time & Attendance software and data integrations that enable employers and their employees to enhance efficiencies and take advantage of value-added solutions. We also provide support for processing and filing Employee Retention Tax credits as part of our Tax solutions. Furthermore, our Time & Attendance software can be provided in the form of a software subscription license arrangement, that typically includes hardware, maintenance/support, and professional services. We recognize revenue on an output basis when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Our contracts with customers may include multiple performance obligations. For such arrangements, we allocate revenue to each performance obligation based on its relative standalone selling price. We determine standalone selling prices based on the amount that we believe the market is willing to pay determined through historical analysis of sales data as well as through use of the residual approach when we can estimate the standalone selling price for one or more, but not all, of the promised goods or services. The terms of our contracts with customers range from month-to-month for some Asure HCM direct clients to longer terms ranging from one to three years, most of which are renewable for successive terms. A typical SaaS/software subscription arrangement will also include hardware, setup and implementation services. Revenue allocated to the SaaS/software subscription performance obligations are recognized on an output basis ratably as the service is provided over the non-cancellable term of the SaaS/subscription service and are reported as Recurring revenue on the Consolidated Statement of Comprehensive Loss. Revenue allocated to other performance obligations included in the arrangement is recognized as outlined in the paragraphs below. Processing and filing support services for Employee Retention Tax credits are recognized at the time the applicable tax form is completed. Fees associated with these services are offered at a flat fee and/or a fee that is based on estimated credits the customer will receive upon completion of the applicable tax form. Revenue recognized from Employee Retention Tax credit services are reported as Professional services, hardware and other revenue on the Consolidated Statements of Comprehensive Loss. 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 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. 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. Revenue recognized from professional services offerings are reported as Professional services, hardware and other revenue on the Consolidated Statements 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 revenue on the Consolidated Statements 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. Due to the current political climate related to ERTC, including pending and anticipated changes to ERTC, there is a risk that we may not collect on some of our outstanding percentage of recovery ERTC receivables. 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 expens es were $1,792 and $1,057 f or the years ended December 31, 2023 and 2022, 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 us and excludes lease incentives. Operating lease assets and liabilities are shown separately in our Consolidated Balance Sheets. Lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Operating lease costs are recognized on a straight-line basis over the lease term. Lease agreements that contain both lease and non-lease components are generally accounted for separately. INCOME TAXES We account for income taxes using the liability method under ASC 740, Accounting for Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events included in the financial statements. Under the liability method, we determine deferred tax assets and liabilities based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect in the years in which we expect the differences to reverse. We reduce deferred tax assets by a valuation allowance when it is more likely than not that we will not realize some component or all of the deferred tax assets. SHARE BASED COMPENSATION We estimate the fair value of each award granted from our stock option plan at the date of grant using the Black-Scholes option pricing model. The fair value is recognized as expense over the service period, net of estimated forfeitures, using the straight-line method. The estimation of share-based awards that will ultimately vest requires judgment, and, to the extent actual results or updated estimates differ from current estimates, such amounts will be recorded as a cumulative adjustment in the period estimates are revised. We primarily consider historical experience when estimating expected forfeitures. |
Business Description and Basis of Presentation | DESCRIPTION OF BUSINESS Asure Software, Inc. (“Asure”, “we” and “our”), a Delaware corporation, is a provider of cloud-based Human Capital Management (“HCM”) software solutions delivered as Software-as-a-Service (“SaaS”) for small and medium-sized businesses (“SMBs”). We offer human resources (“HR”) tools necessary to build a thriving workforce, provide the resources to stay compliant with dynamic federal, state, and local tax jurisdictions and their respective labor laws, freeing cash flows so SMBs can spend their financial capital on growing their businesses rather than administrative overhead that can impede growth. Our solutions also provide new ways for employers to connect with and to differentiate themselves with their employees in order to enhance their relationships with their talent. Asure’s HCM suite (“Asure HCM”) includes Payroll & Tax solutions, HR compliance and services, Time & Attendance software and data integrations that enable employers and their employees to enhance efficiencies and take advantage of value-added solutions, which we refer to as AsureMarketplace™. AsureMarketplace™ automates interactions between our HCM systems with third-party providers to enhance efficiency, improve accuracy and to extend the range of services offered to employers and their employees. Our approach to HR compliance services incorporates artificial intelligence technology to enhance scalability and efficiency while prioritizing client interactions. We offer our services directly and indirectly through our network of Reseller Partners. We strive to be the most trusted HCM resource to SMBs. We target less densely populated U.S. metropolitan cities where fewer of our competitors have a presence. Our solutions solve three primary challenges that prevent businesses from growing: HR complexity, allocation of human and financial capital, and the ability to build great teams. We have and will continue to invest in research and development to expand our solutions. Our solutions reduce the administrative burden on employers and increase employee productivity while managing the employment lifecycle. The Asure HCM suite includes five product lines: Asure Payroll & Tax, Asure Tax Management Solutions, Asure Time & Attendance, Asure HR Compliance, and AsureMarketplace™. We develop, market, sell and support our offerings nationwide through our principal office in Austin, Texas and from our processing hubs in Alabama, California, Florida, New Jersey, New York, Tennessee, and Vermont. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Revenue from Contract with Customer [Text Block] | NOTE 8 - CONTRACTS WITH CUSTOMERS AND REVENUE CONCENTRATION Receivables Receivables from contracts with customers, net of allowance for credit losses of $4,787, were $14,202 at December 31, 2023. Receivables from contracts with customers, net of allowance for credit losses of $3,248, were $12,123 at December 31, 2022. We had a provision for expected losses of $2,047, write-offs charged against the allowance for credit losses of $735, and recoveries on previously written off receivables of $227 during the year ended December 31, 2023. We had a provision for expected losses of $803, write-offs charged against the allowance for credit losses of $99, and recoveries on previously written off receivables of $334 during the year ended December 31, 2022. The increase in the receivable balance during 2023 is primarily due to deferred payment terms on many of our Earned Retention Tax Credit (“ERTC”) commitments. Due to the current political climate related to ERTC, including pending and anticipated changes to ERTC, there is a risk that we may not collect on some of our outstanding ERTC receivables. No customers represented more than 10% of our net accounts receivable balance as of December 31, 2023 and December 31, 2022 , respectively. Deferred Commissions Deferred commission costs from contracts with customers were $10,302 and $6,660 at December 31, 2023 and December 31, 2022, respectively. The amount of amortization recognized for the years ended December 31, 2023 and December 31, 2022 was $2,803 and $1,644, respectively. The increase in deferred commission costs during the year ended December 31, 2023 is primarily due to an increased focus on sales of our recurring revenue streams. Deferred Revenue During the years ended December 31, 2023 and December 31, 2022, revenue of $7,488 and $3,415, respectively, was recognized from the deferred revenue balance at the beginning of each period. The increase in deferred revenue recognized during the year ended December 31, 2023, is primarily due to increases in prices and customers for year-end related services collected in the fourth quarter of 2022, recognized in 2023, and generating $2,553 of the period over period increase. Secondarily, an increase of $1,520 is due to up-front payments collected in 2022 for an AsureMarketplace™ arrangement, recognized in 2023, that was not present during the year ended December 31, 2021. Transaction Price Allocated to the Remaining Performance Obligations As of December 31, 2023, approximately $19,892 of revenue is expected to be recognized from remaining performance obligations. We expect to recognize revenue on approximately 87% of these remaining performance obligations over the next 12 months, with the balance recognized thereafter. Revenue Concentration During the years ended December 31, 2023 and 2022, there were no customers that individually represented 10% or more of consolidated revenue. |
Business Description and Basis of Presentation | DESCRIPTION OF BUSINESS Asure Software, Inc. (“Asure”, “we” and “our”), a Delaware corporation, is a provider of cloud-based Human Capital Management (“HCM”) software solutions delivered as Software-as-a-Service (“SaaS”) for small and medium-sized businesses (“SMBs”). We offer human resources (“HR”) tools necessary to build a thriving workforce, provide the resources to stay compliant with dynamic federal, state, and local tax jurisdictions and their respective labor laws, freeing cash flows so SMBs can spend their financial capital on growing their businesses rather than administrative overhead that can impede growth. Our solutions also provide new ways for employers to connect with and to differentiate themselves with their employees in order to enhance their relationships with their talent. Asure’s HCM suite (“Asure HCM”) includes Payroll & Tax solutions, HR compliance and services, Time & Attendance software and data integrations that enable employers and their employees to enhance efficiencies and take advantage of value-added solutions, which we refer to as AsureMarketplace™. AsureMarketplace™ automates interactions between our HCM systems with third-party providers to enhance efficiency, improve accuracy and to extend the range of services offered to employers and their employees. Our approach to HR compliance services incorporates artificial intelligence technology to enhance scalability and efficiency while prioritizing client interactions. We offer our services directly and indirectly through our network of Reseller Partners. We strive to be the most trusted HCM resource to SMBs. We target less densely populated U.S. metropolitan cities where fewer of our competitors have a presence. Our solutions solve three primary challenges that prevent businesses from growing: HR complexity, allocation of human and financial capital, and the ability to build great teams. We have and will continue to invest in research and development to expand our solutions. Our solutions reduce the administrative burden on employers and increase employee productivity while managing the employment lifecycle. The Asure HCM suite includes five product lines: Asure Payroll & Tax, Asure Tax Management Solutions, Asure Time & Attendance, Asure HR Compliance, and AsureMarketplace™. We develop, market, sell and support our offerings nationwide through our principal office in Austin, Texas and from our processing hubs in Alabama, California, Florida, New Jersey, New York, Tennessee, and Vermont. |
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies | NOTE 1 - DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES DESCRIPTION OF BUSINESS Asure Software, Inc. (“Asure”, “we” and “our”), a Delaware corporation, is a provider of cloud-based Human Capital Management (“HCM”) software solutions delivered as Software-as-a-Service (“SaaS”) for small and medium-sized businesses (“SMBs”). We offer human resources (“HR”) tools necessary to build a thriving workforce, provide the resources to stay compliant with dynamic federal, state, and local tax jurisdictions and their respective labor laws, freeing cash flows so SMBs can spend their financial capital on growing their businesses rather than administrative overhead that can impede growth. Our solutions also provide new ways for employers to connect with and to differentiate themselves with their employees in order to enhance their relationships with their talent. Asure’s HCM suite (“Asure HCM”) includes Payroll & Tax solutions, HR compliance and services, Time & Attendance software and data integrations that enable employers and their employees to enhance efficiencies and take advantage of value-added solutions, which we refer to as AsureMarketplace™. AsureMarketplace™ automates interactions between our HCM systems with third-party providers to enhance efficiency, improve accuracy and to extend the range of services offered to employers and their employees. Our approach to HR compliance services incorporates artificial intelligence technology to enhance scalability and efficiency while prioritizing client interactions. We offer our services directly and indirectly through our network of Reseller Partners. We strive to be the most trusted HCM resource to SMBs. We target less densely populated U.S. metropolitan cities where fewer of our competitors have a presence. Our solutions solve three primary challenges that prevent businesses from growing: HR complexity, allocation of human and financial capital, and the ability to build great teams. We have and will continue to invest in research and development to expand our solutions. Our solutions reduce the administrative burden on employers and increase employee productivity while managing the employment lifecycle. The Asure HCM suite includes five product lines: Asure Payroll & Tax, Asure Tax Management Solutions, Asure Time & Attendance, Asure HR Compliance, and AsureMarketplace™. We develop, market, sell and support our offerings nationwide through our principal office in Austin, Texas and from our processing hubs in Alabama, California, Florida, New Jersey, New York, Tennessee, and Vermont. PRINCIPLES OF CONSOLIDATION We have prepared our Consolidated Financial Statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and have included the accounts of our wholly owned subsidiaries. We have eliminated all intercompany transactions and balances in consolidation. SEGMENTS The chief operating decision maker is Asure’s Chief Executive Officer who reviews financial information presented on a company-wide basis. Accordingly, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 280, we determined that the Company has a single reporting segment and operating unit structure. USE OF ESTIMATES Preparation of the Consolidated Financial Statements in conformity with U.S. GAAP 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. The more significant estimates made by management include the valuation allowance for the gross deferred tax 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 management believes reasonable under the given circumstances. These estimates could be materially different under different conditions and assumptions. 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, 2023, we were not party to any material legal proceedings. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740), which requires companies to disaggregate information about their effective tax rate reconciliation as well as information on income taxes paid. The standard applies to all entities subject to income taxes. The standard becomes effective for public entities for annual periods beginning after December 15, 2024. We are currently evaluating this standard and the potential effects of these changes to our consolidated financial statements and will adopt this new standard in the fiscal year beginning January 1, 2025. In November 2023 , the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses for interim and annual periods. In addition, the standard requires public entities that have a single reportable segment to provide all the disclosures required by the standard and all existing segment disclosures in Topic 280. The standard is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. We are currently evaluating this standard and the potential effects of these changes to our consolidated financial statements and will adopt this new standard in the fiscal year beginning January 1, 2024. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326), which establishes a new approach to estimate credit losses on certain financial instruments. The update requires financial assets measured at amortized cost to be presented at the net amount expected to be collected. The amended guidance will also update the impairment model for available-for-sale debt securities, requiring entities to determine whether all or a portion of the unrealized loss on such securities is a credit loss. The standard became effective for interim and annual periods beginning after December 15, 2022. Effective January 1, 2023, we adopted the provisions of ASU No. 2016-13 and determined that adoption did not have a material impact on our Consolidated Financial Statements. CASH, CASH EQUIVALENTS, AND RESTRICTED CASH We consider all highly liquid investments with an original maturity of 90 days or less at the time of purchase to be cash equivalents. Cash equivalents include investments in an institutional money market fund, which invests in U.S. Treasury bills, notes and bonds, and/or repurchase agreements, backed by such obligations. Carrying value approximates fair value. Restricted cash consists of cash balances which are restricted as to withdrawal or usage. As of December 31, 2023, we ha d no restricted cash. INVESTMENTS Available-for-sale securities are carried at fair value, with the unrealized gains and losses reported in accumulated other comprehensive 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 credit losses, if any, on available-for-sale securities are included in other income (expense), net. The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as available-for-sale are included in interest income. FUNDS HELD FOR CLIENTS Funds held for clients represent assets that are held for the purposes of satisfying the obligations to remit funds relating to our payroll and payroll tax filing services and are classified as client fund obligations on our Consolidated Balance Sheets. Funds held for clients are held in demand deposit or brokerage accounts at financial institutions and are classified as a current asset on our Consolidated Balance Sheets. Client fund obligations represent our 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 we impound funds from clients. The client fund obligations represent liabilities that will be repaid within one year of the balance sheet date. We have reported client fund obligations as a current liability on the Consolidated Balance Sheets. 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 Cash and cash equivalents are deposited at various area banks, which at times may exceed federally insured limits. We monitor the viability of the banking institutions carrying our assets on a regular basis, and have the ability to transfer cash to various institutions during times of risk. We have not experienced any losses related to these cash balances, and believes our credit risk to be minimal. ACCOUNTS RECEIVABLE, NET We grant credit to customers in the ordinary course of business, exposing us to the credit risk of our customers. In the course of our sales to customers, we may encounter difficulty collecting accounts receivable. We limit concentrations of credit risk related to our trade accounts receivable due to our large number of customers, including third-party resellers, and their dispersion across several industries and geographic areas. We perform ongoing credit evaluations of our customers and maintain reserves for potential credit losses. We require advanced payments or secured transactions when deemed necessary. We review potential customers’ credit ratings to evaluate customers’ ability to pay an obligation within the payment term, which is usually net thirty days. If we receive reasonable assurance of payment and know of no barriers to legally enforce the payment obligation, we may extend credit to customers. We place accounts on “Credit Hold” if a placed order exceeds the credit limit or sooner if circumstances warrant. We follow our credit policy consistently and routinely monitor our delinquent accounts for indications of collectability. We maintain an allowance for credit losses, which was previously referred to as “allowance for doubtful accounts” prior to the adoption of ASU No. 2016-13, at an amount we estimate to be sufficient to provide adequate protection against credit losses resulting from extending credit to our customers. We base this allowance and our expected credit loss estimates, in the aggregate, on historical collection experience, age of receivables, general economic conditions and reasonable and supportable forecasts concerning the future. The allowance for credit losses 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 been within management expectations. Refer to Note 8 - Contracts with Customers and Revenue Concentration for details on our accounts receivable and allowance for credit losses. PROPERTY AND EQUIPMENT We record property and equipment, including software, furniture and equipment, at cost less accumulated depreciation. We record depreciation using the straight-line method over the estimated economic useful lives of the assets, which range from two BUSINESS COMBINATIONS 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. 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 two IMPAIRMENT OF LONG-LIVED ASSETS Long-lived assets, including intangible assets with definite lives, are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the estimated fair value of the asset. We have determined that there was no impairment of long-lived assets including intangible assets with definite lives, for the year ended December 31, 2023. ORIGINAL ISSUE DISCOUNTS We recognize original issue discounts (“OID”), 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 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 of debt in the Consolidated Statements of Comprehensive Loss. REVENUE RECOGNITION Our revenue primarily consists of software-as-a-service (“SaaS”) offerings and income from investments made from funds held for clients. Collectively, the SaaS offerings are referred to as “Asure HCM”, consisting of Payroll & Tax solutions, HR compliance and services, Time & Attendance software and data integrations that enable employers and their employees to enhance efficiencies and take advantage of value-added solutions. We also provide support for processing and filing Employee Retention Tax credits as part of our Tax solutions. Furthermore, our Time & Attendance software can be provided in the form of a software subscription license arrangement, that typically includes hardware, maintenance/support, and professional services. We recognize revenue on an output basis when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Our contracts with customers may include multiple performance obligations. For such arrangements, we allocate revenue to each performance obligation based on its relative standalone selling price. We determine standalone selling prices based on the amount that we believe the market is willing to pay determined through historical analysis of sales data as well as through use of the residual approach when we can estimate the standalone selling price for one or more, but not all, of the promised goods or services. The terms of our contracts with customers range from month-to-month for some Asure HCM direct clients to longer terms ranging from one to three years, most of which are renewable for successive terms. A typical SaaS/software subscription arrangement will also include hardware, setup and implementation services. Revenue allocated to the SaaS/software subscription performance obligations are recognized on an output basis ratably as the service is provided over the non-cancellable term of the SaaS/subscription service and are reported as Recurring revenue on the Consolidated Statement of Comprehensive Loss. Revenue allocated to other performance obligations included in the arrangement is recognized as outlined in the paragraphs below. Processing and filing support services for Employee Retention Tax credits are recognized at the time the applicable tax form is completed. Fees associated with these services are offered at a flat fee and/or a fee that is based on estimated credits the customer will receive upon completion of the applicable tax form. Revenue recognized from Employee Retention Tax credit services are reported as Professional services, hardware and other revenue on the Consolidated Statements of Comprehensive Loss. 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 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. 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. Revenue recognized from professional services offerings are reported as Professional services, hardware and other revenue on the Consolidated Statements 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 revenue on the Consolidated Statements 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. Due to the current political climate related to ERTC, including pending and anticipated changes to ERTC, there is a risk that we may not collect on some of our outstanding percentage of recovery ERTC receivables. 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 expens es were $1,792 and $1,057 f or the years ended December 31, 2023 and 2022, 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 us and excludes lease incentives. Operating lease assets and liabilities are shown separately in our Consolidated Balance Sheets. Lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Operating lease costs are recognized on a straight-line basis over the lease term. Lease agreements that contain both lease and non-lease components are generally accounted for separately. INCOME TAXES We account for income taxes using the liability method under ASC 740, Accounting for Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events included in the financial statements. Under the liability method, we determine deferred tax assets and liabilities based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect in the years in which we expect the differences to reverse. We reduce deferred tax assets by a valuation allowance when it is more likely than not that we will not realize some component or all of the deferred tax assets. SHARE BASED COMPENSATION We estimate the fair value of each award granted from our stock option plan at the date of grant using the Black-Scholes option pricing model. The fair value is recognized as expense over the service period, net of estimated forfeitures, using the straight-line method. The estimation of share-based awards that will ultimately vest requires judgment, and, to the extent actual results or updated estimates differ from current estimates, such amounts will be recorded as a cumulative adjustment in the period estimates are revised. We primarily consider historical experience when estimating expected forfeitures. |
Business Combinations and Asset
Business Combinations and Asset Acquisitions | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combination Disclosure | NOTE 2 - BUSINESS COMBINATIONS 2023 Effective October 1, 2023, we acquired certain assets of a Reseller Partner, which were used to provide payroll processing services. The aggregate purchase price paid for these assets was $8,391, paid as follows: (i) $6,891 in cash of which $6,545 was paid at closing and (ii) the delivery of a promissory note in the amount of $1,500. The acquired customer relationships are recorded as an intangible asset and are being amortized on a straight-line basis over six years. 2022 Effective January 1, 2022, we acquired customer relationships of a payroll business for a cash payment of $1,970, which included $31 of transaction costs, and the delivery of a promissory note in the amount of $411. The acquired customer relationships are recorded as an intangible asset and are being amortized on a straight-line basis over eight years. In May 2023, we paid the remaining balance of $422 on the promissory note, consisting of $411 in principal and $11 in accrued interest. As of December 31, 2023, there are no further amounts due or owing under the subordinated promissory note. 2021 and 2020 In September 2021, we acquired certain assets of two payroll businesses, which were used to provide payroll processing services. In connection with these acquisitions there were two outstanding promissory notes payable. In September 2023, we paid the remaining balance of $2,312 on one of the promissory notes, consisting of $2,223 in principal and $89 in accrued interest. The second promissory note also includes contingent consideration for which we calculated the final value to be $587. The contingent consideration was added as an increase to the principal balance due on the promissory note during the second quarter of 2023. As of December 31, 2023, the second promissory note had an outstanding balance of $4,200 and matures on September 30, 2026. In July 2020, we acquired certain assets of a payroll tax business. The Asset Purchase Agreement set forth two subsequent purchase consideration payments, which were contingent on certain thresholds. The first contingent purchase consideration of $1,975, was offset by certain net amounts owed to us by the seller primarily related to transition services in the amount of $191, and was paid in June 2021 for a total payment of $1,784. The outstanding contingent purchase consideration of $2,299 was valued based on the trailing twelve-month revenue at October 31, 2021 and was paid in shares of our common stock in July 2023. As a result, the outstanding contingent consideration of $2,299 was extinguished with the issuance of 214 shares of Asure common stock. As of December 31, 2023, no further contingent purchase obligation remains. |
INVESTMENTS AND FAIR VALUE MEAS
INVESTMENTS AND FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
INVESTMENTS AND FAIR VALUE MEASUREMENT | INVESTMENTS AND FAIR VALUE MEASUREMENTS Accounting Standards Codification (ASC) 820 “Fair Value Measurement” (ASC 820) defines fair value, establishes a framework for measuring fair value under U.S. GAAP and enhances disclosures about fair value measurements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 describes a fair value hierarchy based on the following three levels of inputs that may be used to measure fair value, of which the first two are considered observable and the last unobservable: 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 and liabilities measured at fair value on a recurring basis as of December 31, 2023 and December 31, 2022, respectively (in thousands): Total Carrying Value Level 1 Level 2 Level 3 December 31, 2023 Assets: Funds held for clients Money market funds $ 3,431 $ 3,431 $ — $ — Available-for-sale securities 71,770 — 71,770 — Total $ 75,201 $ 3,431 $ 71,770 $ — December 31, 2022 Assets: Cash equivalents Money market funds $ — $ — $ — $ — Funds held for clients Money market funds 2,829 2,829 — — Available-for-sale securities 56,556 — 56,556 — Total $ 59,385 $ 2,829 $ 56,556 $ — Liabilities: Contingent purchase consideration (1) $ 2,954 $ — $ — $ 2,954 Total $ 2,954 $ — $ — $ 2,954 (1) See Note 2 — Business Combinations for further discussion regarding the contingent purchase consideration. The contractual obligations and earn out provision are accounted for as a contingent liability and fair value is determined using Level 3 inputs, as estimating the fair value of these contingent liabilities require the use of significant and subjective inputs that may and are likely to change over the duration of the liabilities. The following table discloses the change in the gross contingent purchase consideration on our Consolidated Balance Sheets as of December 31, 2023 (in thousands): December 31, 2022 $ 2,954 Contingent purchase consideration paid (3,129) Change in fair value of contingent liability 175 December 31, 2023 $ — Restricted cash equivalents and investments classified as available-for-sale within funds held for clients consisted of the following (in thousands): Amortized Gross Unrealized Gains (1) Gross Unrealized Losses (1) Aggregate December 31, 2023 Restricted cash equivalents $ 3,447 $ — $ (16) $ 3,431 Available-for-sale securities: Certificates of deposit 845 2 (1) 846 Corporate debt securities 67,277 258 (1,090) 66,445 Municipal bonds 4,251 — (239) 4,012 U.S. Government agency securities 500 — (33) 467 Total available-for-sale securities 72,873 260 (1,363) 71,770 Total (2) $ 76,320 $ 260 $ (1,379) $ 75,201 December 31, 2022 Restricted cash equivalents $ 2,829 $ — $ — $ 2,829 Available-for-sale securities: Certificates of deposit 983 4 (2) 985 Corporate debt securities 52,251 1 (2,023) 50,229 Municipal bonds 5,297 — (405) 4,892 U.S. Government agency securities 500 — (50) 450 Total available-for-sale securities 59,031 5 (2,480) 56,556 Total (2) $ 61,860 $ 5 $ (2,480) $ 59,385 (1) Unrealized gains and losses on available-for-sale securities are included as a component of comprehensive loss. As of December 31, 2023 and December 31, 2022, there were 54 and 3 securities, respectively, in an unrealized gain position and there were 113 and 124 securities in an unrealized loss position, respectively. As of December 31, 2023, these unrealized losses were less than $61 individually and $1,363 in the aggregate. As of December 31, 2022, these unrealized losses were less than $96 individually and $2,480 in the aggregate. We invest in high quality securities with roughly 70% of our portfolio made up of A ratings and above with unrealized losses primarily attributable to macroeconomic factors rather than credit related. These securities have not been in a continuous unrealized gain or loss position for more than 12 months. We do not intend to sell these investments and we do not expect to sell these investments before recovery of their amortized cost basis, which may be at maturity. We review our investments to identify and evaluate investments that indicate possible credit losses. Factors considered in determining whether a loss is a credit loss 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 our 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, 2023 and December 31, 2022, none of these securities were classified as cash and cash equivalents on the accompanying Consolidated Balance Sheets. Funds held for clients represent assets that the we have classified as restricted for use solely for the purposes of satisfying the obligations to remit funds relating to our payroll and payroll tax filing services, which are classified as client funds obligations on our Consolidated Balance Sheets. Funds held for clients have been invested in the following categories (in thousands): 2023 2022 Restricted cash and cash equivalents held to satisfy client funds obligations $ 147,305 $ 147,032 Restricted short-term marketable securities held to satisfy client funds obligations 10,042 9,174 Restricted long-term marketable securities held to satisfy client funds obligations 61,728 47,382 Total funds held for clients $ 219,075 $ 203,588 Expected maturities of available-for-sale securities as of December 31, 2023 are as follows (in thousands): One year or less $ 10,042 After one year through five years 61,728 $ 71,770 |
Property, Plant, and Equipment
Property, Plant, and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure | NOTE 4 - PROPERTY AND EQUIPMENT Property and equipment as of December 31, 2023 and 2022 consisted of the following (in thousands): Estimated Useful Life (in years) 2023 2022 Furniture and equipment 2 to 5 $ 7,950 $ 7,552 Software development costs 3 25,242 18,678 Software 2 to 5 2,808 2,808 Leasehold improvements 2 to 5 2,516 1,878 Gross property and equipment 38,516 30,916 Less: accumulated depreciation and amortization (23,999) (19,477) Property and equipment, net $ 14,517 $ 11,439 We record the depreciation and amortization of our property and equipment as depreciation expense on our Consolidated Statements of Comprehensive Loss. We record depreciation expenses using the straight-line method over the estimated useful lives of the assets, as noted above. Depreciation and amortization expenses relating to property and equipment were $5,094 and $4,044 for the years ended December 31, 2023 and 2022, 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, 2023 and 2022, we capitalized $7,027 and $4,228 of software development costs, respectively. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS 2022 Acquisitions 2023 Goodwill $ 86,011 $ — $ 86,011 We believe significant synergies are expected to arise from our strategic acquisitions and their assembled workforces. 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 amortizable for tax purposes. As of December 31, 2023, there has been no impairment of goodwill based on the qualitative assessments we have performed. Gross Intangible Assets 2022 Acquisitions 2023 Customer relationships $ 118,315 $ 9,528 $ 127,843 Developed technology 12,001 — 12,001 Trade names 880 — 880 Non-compete agreements 1,032 — 1,032 $ 132,228 $ 9,528 $ 141,756 The gross carrying amount and accumulated amortization of our intangible assets as of December 31, 2023 and 2022 are as follows (in thousands, except weighted average periods): Weighted Average Gross Accumulated Net December 31, 2023 Customer relationships 8.5 $ 127,843 $ (67,165) $ 60,678 Developed technology 6.9 12,001 (10,701) 1,300 Trade names 4.3 880 (880) — Non-compete agreements 5.2 1,032 (928) 104 8.3 $ 141,756 $ (79,674) $ 62,082 December 31, 2022 Customer relationships 8.7 $ 118,315 $ (53,589) $ 64,726 Developed technology 6.6 12,001 (10,283) 1,718 Trade names 3.0 880 (847) 33 Non-compete agreements 5.2 1,032 (915) 117 8.4 $ 132,228 $ (65,634) $ 66,594 We record amortization expenses using the straight-line method over the estimated useful lives of the intangible assets, as noted above. Amortization expenses recorded in operating expenses were $13,623 and $13,486 for the years ended December 31, 2023 and 2022, respectively. Amortization expenses recorded in cost of sales were $418 and $1,186 for the years ended December 31, 2023 and 2022, respectively. There was no impairment of intangibles during the year ended December 31, 2023 based on the qualitative assessment we performed. However, if market, political and other conditions over which we have no control continue to affect the capital markets and our stock price declines, we may experience an impairment of our intangibles in future quarters. The following table summarizes the future estimated amortization expense relating to our intangible assets as of December 31, 2023 (in thousands): 2024 $ 14,939 2025 14,153 2026 11,038 2027 8,843 2028 7,374 Thereafter 5,735 $ 62,082 |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | NOTE 6 - NOTES PAYABLE The following table summarizes our outstanding debt as of the dates indicated (in thousands): Maturity Cash Interest Rate December 31, 2023 December 31, 2022 Subordinated Notes Payable – Acquisitions (1) 12/31/2022 – 9/30/2026 2.00% - 3.00% $ 5,700 $ 6,947 Senior Credit Facility 10/1/2025 14.25% — 30,607 Total Notes Payable $ 5,700 $ 37,554 (1) See Note 2 — Business Combinations for further discussion regarding the notes payable related to acquisitions. The following table summarizes the debt issuance costs as of the dates indicated (in thousands): Gross Notes Payable Debt Issuance Costs and Debt Discount Net Notes Payable December 31, 2023 Current portion of notes payable $ 420 $ (393) $ 27 Notes payable, net of current portion 5,280 (998) 4,282 Total $ 5,700 $ (1,391) $ 4,309 December 31, 2022 Current portion of notes payable $ 4,774 $ (668) $ 4,106 Notes payable, net of current portion 32,780 (1,985) 30,795 Total $ 37,554 $ (2,653) $ 34,901 The following table summarizes the future principal payments related to our outstanding debt as of December 31, 2023 (in thousands): 2024 $ 420 2025 1,878 2026 3,402 Total $ 5,700 Subordinated Notes Payable - Acquisitions In January 2023, we resolved the outstanding claims for indemnification for which we were withholding payment of a subordinated note payable issued in connection with the purchase of a business acquired in 2020. Payment on the principal balance was withheld as security for outstanding claims for which we were entitled to indemnification under the purchase agreement. As a result of the resolution of those claims, the remaining balance of $232 was paid to the Seller ($182) and to the claimant ($50) in satisfaction of its claim. As of December 31, 2023, there are no further amounts due or owing under this subordinated promissory note. In April 2023, we calculated the final contingent consideration due in connection with the acquisition of a payroll business in September 2021. As a result, the fair value of the contingent consideration of $587 was added as an increase to the principal balance due on the promissory note. As of December 31, 2023, the promissory note had an outstanding balance of $4,200. In May 2023, we paid the outstanding balance of a subordinated note payable in connection with the acquisition of customer relationships of a payroll business that took place in 2022. As a result, we paid the remaining balance of $422 on the promissory note consisting of $411 in principal and $11 in accrued interest. As of December 31, 2023, there are no further amounts due or owing under the subordinated note payable. In September 2023, we paid the outstanding balance of a subordinated note payable in connection with the acquisition of certain assets of a payroll business that took place in 2021. As a result, we paid the remaining balance of $2,312 on the promissory note consisting of $2,223 in principal and $89 in accrued interest. As of December 31, 2023, there are no further amounts due or owing under the subordinated note payable. See Note 2 — Business Combinations for further discussion regarding the issuance of subordinated notes payable related to acquisitions. . Senior Credit Facility with Structural Capital Investments III, LP On September 10, 2021, we entered into a Loan and Security Agreement (the “Loan Agreement”) with Structural Capital Investments III, LP (“Structural” and together with the other lenders that are or become parties thereto, the “Lenders”), and Ocean II PLO LLC, as administrative and collateral agent for the Lender (“Agent”), under the terms of which the Lenders committed to lend us up to $50,000 in term loan financing to support our growth needs (the “Facility”). Of the amount committed by the Lenders, we drew $30,000 in September 2021. We also entered into a secured promissory note with the Agent evidencing our obligations under the Facility. On August 7, 2023, we entered into an amendment to the Facility, whereby the Final Payment Fee (as defined in the Loan Agreement) was settled for $1,677 (the “Settled Amount”), which was paid on August 7, 2023. The Final Payment Fee was originally equal to 1.0% of the increase in our market capitalization since September 10, 2021, and was due upon payment in full of the obligations under the Senior Credit Facility. We also paid the Lenders a fee equal to $250 to be credited against any reimbursable expenses owed to the Lenders in a future refinancing of the Facility if it occurs prior to December 31, 2024. On September 12, 2023, we terminated the Loan Agreement and repaid the outstanding balance on the secured promissory note (the “Note”). In connection with the termination, we paid the Agent for the benefit of the Lenders an aggregate amount of $30,927 (the “Payoff Amount”) in full payment of our outstanding obligations under the Loan Agreement. The Payoff Amount represented $30,617 of outstanding principal and interest on the unpaid principal balance, a 1.0% prepayment fee in the amount of $306 and $5 for the accrued non-utilization fee and lender expenses associated with the extinguishment. As of December 31, 2023, there are no further amounts due or owing under the Facility. |
CONTRACTS WITH CUSTOMERS AND RE
CONTRACTS WITH CUSTOMERS AND REVENUE CONCENTRATION | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customer [Text Block] | NOTE 8 - CONTRACTS WITH CUSTOMERS AND REVENUE CONCENTRATION Receivables Receivables from contracts with customers, net of allowance for credit losses of $4,787, were $14,202 at December 31, 2023. Receivables from contracts with customers, net of allowance for credit losses of $3,248, were $12,123 at December 31, 2022. We had a provision for expected losses of $2,047, write-offs charged against the allowance for credit losses of $735, and recoveries on previously written off receivables of $227 during the year ended December 31, 2023. We had a provision for expected losses of $803, write-offs charged against the allowance for credit losses of $99, and recoveries on previously written off receivables of $334 during the year ended December 31, 2022. The increase in the receivable balance during 2023 is primarily due to deferred payment terms on many of our Earned Retention Tax Credit (“ERTC”) commitments. Due to the current political climate related to ERTC, including pending and anticipated changes to ERTC, there is a risk that we may not collect on some of our outstanding ERTC receivables. No customers represented more than 10% of our net accounts receivable balance as of December 31, 2023 and December 31, 2022 , respectively. Deferred Commissions Deferred commission costs from contracts with customers were $10,302 and $6,660 at December 31, 2023 and December 31, 2022, respectively. The amount of amortization recognized for the years ended December 31, 2023 and December 31, 2022 was $2,803 and $1,644, respectively. The increase in deferred commission costs during the year ended December 31, 2023 is primarily due to an increased focus on sales of our recurring revenue streams. Deferred Revenue During the years ended December 31, 2023 and December 31, 2022, revenue of $7,488 and $3,415, respectively, was recognized from the deferred revenue balance at the beginning of each period. The increase in deferred revenue recognized during the year ended December 31, 2023, is primarily due to increases in prices and customers for year-end related services collected in the fourth quarter of 2022, recognized in 2023, and generating $2,553 of the period over period increase. Secondarily, an increase of $1,520 is due to up-front payments collected in 2022 for an AsureMarketplace™ arrangement, recognized in 2023, that was not present during the year ended December 31, 2021. Transaction Price Allocated to the Remaining Performance Obligations As of December 31, 2023, approximately $19,892 of revenue is expected to be recognized from remaining performance obligations. We expect to recognize revenue on approximately 87% of these remaining performance obligations over the next 12 months, with the balance recognized thereafter. Revenue Concentration During the years ended December 31, 2023 and 2022, there were no customers that individually represented 10% or more of consolidated revenue. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Text Block [Abstract] | |
Lessor, Operating Leases [Text Block] | NOTE 7 - LEASES We have entered into office space lease agreements, which qualify as operating leases under ASU No. 2016-02, “Leases (Topic 842)”. Under such leases, the lessors receive annual minimum (base) rent. The leases have original terms (excluding extension options) ranging from one year 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 Loss, rent expense is included in operating expenses under general and administrative expenses. The components of the rent expense for the years ended December 31, 2023 and 2022, are as follows (in thousands): 2023 2022 Operating lease cost $ 2,397 $ 2,326 Sublease income (18) (89) Net rent expense $ 2,379 $ 2,237 For purposes of calculating the operating lease assets and lease liabilities, 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. The weighted average discount rate of our operating leases is 10% and 8% as of December 31, 2023 and December 31, 2022, respectively. The weighted average remaining lease term is five years as of December 31, 2023 and December 31, 2022. Supplemental cash flow information related to operating leases for the years ended December 31, 2023 and 2022 are as follows (in thousands): 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 2,556 $ 2,326 Non-cash operating activities: Operating lease assets obtained or removed in exchange for new, modified or terminated operating lease liabilities $ (546) $ 1,317 Future minimum commitments over the life of all operating leases, which exclude variable rent payments, are as follows (in thousands): 2024 $ 2,003 2025 1,679 2026 1,217 2027 1,000 2028 995 Thereafter 835 Total minimum lease payments 7,729 Less: imputed interest (1,601) Total lease liabilities $ 6,128 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Share-based Payment Arrangement [Text Block] | NOTE 9 - STOCKHOLDERS’ EQUITY, EMPLOYEE BENEFIT PLANS AND SHARE-BASED COMPENSATION Shelf Registration In March 2021, 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 $150,000 (which includes 1,480 of unsold securities that were previously registered on other registration statements effective at the time of this filing of our current S-3). The shelf registration statement relating to these securities became effective on April 21, 2021. As of December 31, 2023, there is $104,000 available under the shelf registration statement. On August 16, 2023, we entered into an underwriting agreement (the “Underwriting Agreement”) with Stifel, Nicolaus & Company, Incorporated and Craig-Hallum Capital Group LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to a firm commitment offering of 3,333 newly issued shares of our common stock at a public offering price of $12.00 per share (the “2023 Offering”). On August 21, 2023, we completed the 2023 Offering, and realized net proceeds of $37,395, after deducting underwriting discounts and offering expenses of $2,605. Additionally, on August 30, 2023, the Underwriters exercised their option to purchase an additional 500 shares of our common stock, and we realized net proceeds of $5,507, after deducting underwriting discounts and offering expenses of $493. Also in March 2021, we filed an acquisition shelf registration statement on Form S-4 with the SEC to allow for us to issue securities in future business combinations. Pursuant to the acquisition shelf registration statement, we may from time to time issue up to 12,500 shares of our common stock as consideration in future business combinations. The shelf registration statement relating to these securities became effective on April 21, 2021. As of December 31, 2023, there are 12,500 shares of common stock available for issuance under this acquisition shelf registration statement. Share Repurchase Program On March 10, 2020, our Board of Directors authorized a stock repurchase plan (the “Stock Repurchase Plan”), under which we may repurchase up to $5,000 of our outstanding common stock. This stock repurchase program is in addition to 364 shares available under our stock repurchase plan existing prior to March 10, 2020. On December 12, 2023, the Board of Directors amended and restated the Stock Repurchase Plan to authorize us to purchase up to $10,000 in shares of our common stock, but no more than $1,500 in shares of our common stock during any calendar quarter. Share repurchases must occur during an open trading window under our insider trading policy and the number of shares that we can purchase on any trading day may not exceed 10% of the trading volume on such trading day. The Stock Repurchase Plan sunsets on September 30, 2025. Under the Stock Repurchase Plan, 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 management. The repurchase program may be extended, suspended or discontinued at any time. We expect to finance the program from existing cash resources. Stock and Stock Option Plans We have one active equity plan, the 2018 Incentive Award Plan (the “2018 Plan”). 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 (PSUs”), 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 4,350 shares. We have 1,397 options, 519 RSUs, and 304 PSUs granted and outstanding pursuant to the 2018 Plan as of December 31, 2023. 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 $5,430 and $3,179 for 2023 and 2022, respectively. The following table summarizes the weighted average assumptions used to develop their fair value for the years ending December 31: 2023 2022 Grant date fair value $ 5.30 $ 2.47 Risk-free interest rate 3.63 % 1.92 % Expected volatility 52 % 51 % Expected life (in years) 3.35 2.88 Dividend yield — — As of December 31, 2023, we reserved shares of common stock for future issuance under the 2018 Plan as follows (in thousands): Options, PSUs and RSUs outstanding 2,220 Shares available for future grant 1,733 Shares reserved 3,953 The following table summarizes activity related to options during the year ended December 31, 2023: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding, beginning of year 1,932 $ 7.34 Granted 11 13.12 Exercised (420) 7.19 Cancelled (126) 7.96 Outstanding, end of year 1,397 $ 7.30 2.40 $ 2,346 Vested and expected to vest 1,363 $ 7.30 2.38 $ 2,294 Exercisable 1,089 $ 7.22 2.21 $ 1,885 The total intrinsic value of options exercised during the years ended December 31, 2023 and 2022 was $2,154 and $20, respectively. As of December 31, 2023, total compensation cost not yet recognized related to nonvested share options was $945, which is expected to be recognized over a weighted average period of 1.08 years. The following table summarizes activity related to RSUs during the year ended December 31, 2023 (in thousands, except for weighted average grant date fair value): Shares Weighted Average Grant Date Fair Value Outstanding, beginning of year 281 $ 6.65 Granted 467 11.70 Released (183) 6.77 Forfeited (46) 9.87 Outstanding, end of year 519 $ 10.85 The total fair value of RSUs vested during the years ended December 31, 2023 and 2022 was $2,126 and $839, respectively. As of December 31, 2023, total compensation cost not yet recognized related to nonvested RSUs was $4,010, which is expected to be recognized over a weighted average period of 1.90 years. The following table summarizes activity related to PSUs during the year ended December 31, 2023 (in thousands, except for weighted average grant date fair value): Shares Weighted Average Grant Date Fair Value Outstanding, beginning of year — $ — Granted 354 9.49 Released — — Forfeited (50) 9.49 Outstanding, end of year 304 $ 9.49 As of December 31, 2023, total compensation cost not yet recognized related to nonvested PSUs was $1,521 which is expected to be recognized over a weighted average period of 2.01 years. As of December 31, 2023, we had 1,733 shares available for grant pursuant to the 2018 Plan. 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 made a Safe Harbor non-elective contribution to the plan of $1,705 as of December 31, 2023, and a Safe Harbor non-elective contribution to the plan of $1,495 as of December 31, 2022. Employee Stock Purchase Plan Our Employee Stock Purchase Plan (“Purchase Plan”) was approved by the stockholders 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 i s lower). Under the ESPP, 475 shares were reserved for issuance of which there remains 125 shares available for future issuance. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement [Text Block] | NOTE 9 - STOCKHOLDERS’ EQUITY, EMPLOYEE BENEFIT PLANS AND SHARE-BASED COMPENSATION Shelf Registration In March 2021, 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 $150,000 (which includes 1,480 of unsold securities that were previously registered on other registration statements effective at the time of this filing of our current S-3). The shelf registration statement relating to these securities became effective on April 21, 2021. As of December 31, 2023, there is $104,000 available under the shelf registration statement. On August 16, 2023, we entered into an underwriting agreement (the “Underwriting Agreement”) with Stifel, Nicolaus & Company, Incorporated and Craig-Hallum Capital Group LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to a firm commitment offering of 3,333 newly issued shares of our common stock at a public offering price of $12.00 per share (the “2023 Offering”). On August 21, 2023, we completed the 2023 Offering, and realized net proceeds of $37,395, after deducting underwriting discounts and offering expenses of $2,605. Additionally, on August 30, 2023, the Underwriters exercised their option to purchase an additional 500 shares of our common stock, and we realized net proceeds of $5,507, after deducting underwriting discounts and offering expenses of $493. Also in March 2021, we filed an acquisition shelf registration statement on Form S-4 with the SEC to allow for us to issue securities in future business combinations. Pursuant to the acquisition shelf registration statement, we may from time to time issue up to 12,500 shares of our common stock as consideration in future business combinations. The shelf registration statement relating to these securities became effective on April 21, 2021. As of December 31, 2023, there are 12,500 shares of common stock available for issuance under this acquisition shelf registration statement. Share Repurchase Program On March 10, 2020, our Board of Directors authorized a stock repurchase plan (the “Stock Repurchase Plan”), under which we may repurchase up to $5,000 of our outstanding common stock. This stock repurchase program is in addition to 364 shares available under our stock repurchase plan existing prior to March 10, 2020. On December 12, 2023, the Board of Directors amended and restated the Stock Repurchase Plan to authorize us to purchase up to $10,000 in shares of our common stock, but no more than $1,500 in shares of our common stock during any calendar quarter. Share repurchases must occur during an open trading window under our insider trading policy and the number of shares that we can purchase on any trading day may not exceed 10% of the trading volume on such trading day. The Stock Repurchase Plan sunsets on September 30, 2025. Under the Stock Repurchase Plan, 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 management. The repurchase program may be extended, suspended or discontinued at any time. We expect to finance the program from existing cash resources. Stock and Stock Option Plans We have one active equity plan, the 2018 Incentive Award Plan (the “2018 Plan”). 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 (PSUs”), 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 4,350 shares. We have 1,397 options, 519 RSUs, and 304 PSUs granted and outstanding pursuant to the 2018 Plan as of December 31, 2023. 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 $5,430 and $3,179 for 2023 and 2022, respectively. The following table summarizes the weighted average assumptions used to develop their fair value for the years ending December 31: 2023 2022 Grant date fair value $ 5.30 $ 2.47 Risk-free interest rate 3.63 % 1.92 % Expected volatility 52 % 51 % Expected life (in years) 3.35 2.88 Dividend yield — — As of December 31, 2023, we reserved shares of common stock for future issuance under the 2018 Plan as follows (in thousands): Options, PSUs and RSUs outstanding 2,220 Shares available for future grant 1,733 Shares reserved 3,953 The following table summarizes activity related to options during the year ended December 31, 2023: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding, beginning of year 1,932 $ 7.34 Granted 11 13.12 Exercised (420) 7.19 Cancelled (126) 7.96 Outstanding, end of year 1,397 $ 7.30 2.40 $ 2,346 Vested and expected to vest 1,363 $ 7.30 2.38 $ 2,294 Exercisable 1,089 $ 7.22 2.21 $ 1,885 The total intrinsic value of options exercised during the years ended December 31, 2023 and 2022 was $2,154 and $20, respectively. As of December 31, 2023, total compensation cost not yet recognized related to nonvested share options was $945, which is expected to be recognized over a weighted average period of 1.08 years. The following table summarizes activity related to RSUs during the year ended December 31, 2023 (in thousands, except for weighted average grant date fair value): Shares Weighted Average Grant Date Fair Value Outstanding, beginning of year 281 $ 6.65 Granted 467 11.70 Released (183) 6.77 Forfeited (46) 9.87 Outstanding, end of year 519 $ 10.85 The total fair value of RSUs vested during the years ended December 31, 2023 and 2022 was $2,126 and $839, respectively. As of December 31, 2023, total compensation cost not yet recognized related to nonvested RSUs was $4,010, which is expected to be recognized over a weighted average period of 1.90 years. The following table summarizes activity related to PSUs during the year ended December 31, 2023 (in thousands, except for weighted average grant date fair value): Shares Weighted Average Grant Date Fair Value Outstanding, beginning of year — $ — Granted 354 9.49 Released — — Forfeited (50) 9.49 Outstanding, end of year 304 $ 9.49 As of December 31, 2023, total compensation cost not yet recognized related to nonvested PSUs was $1,521 which is expected to be recognized over a weighted average period of 2.01 years. As of December 31, 2023, we had 1,733 shares available for grant pursuant to the 2018 Plan. 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 made a Safe Harbor non-elective contribution to the plan of $1,705 as of December 31, 2023, and a Safe Harbor non-elective contribution to the plan of $1,495 as of December 31, 2022. Employee Stock Purchase Plan Our Employee Stock Purchase Plan (“Purchase Plan”) was approved by the stockholders 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 i s lower). Under the ESPP, 475 shares were reserved for issuance of which there remains 125 shares available for future issuance. |
Receivables, Loans, Notes Recei
Receivables, Loans, Notes Receivable, and Others | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Other Assets Disclosure | NOTE 10 - EMPLOYEE RETENTION TAX CREDIT |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure | NOTE 11 - INCOME TAXES The components of the provision (benefit) for income taxes attributable to continuing operations for the years ended December 31, 2023 and 2022 are as follows (in thousands): 2023 2022 Current Federal $ (57) $ — State (59) 204 Total current $ (116) $ 204 Deferred Federal $ 184 $ 187 State 41 (279) Total deferred $ 225 $ (92) Total tax provision $ 109 $ 112 Our provision for income taxes attributable to continuing operations for the years ended December 31, 2023 and 2022 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: 2023 2022 Computed at statutory rate $ (1,912) $ (3,013) State tax, net of federal benefit (686) (1,181) Permanent items and other 63 31 Stock compensation (428) (44) Credit carryforwards (800) 166 Change in tax carryforwards not benefited 591 14 Change in valuation allowance 3,281 4,139 $ 109 $ 112 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 for the years ended December 31, 2023 and 2022 are as follows (in thousands): 2023 2022 Deferred tax assets Net operating losses $ 11,643 $ 11,462 Research and development credit carryforwards 4,255 3,407 Disallowed interest expense carryforwards — 187 Stock compensation 1,681 1,011 Deferred revenue 1 9 Accrued expenses 1,387 1,739 Lease liabilities 1,581 2,163 Acquired intangibles 857 — Capitalized software 2,012 313 Other 3 3 Gross deferred tax assets 23,420 20,294 Less: Valuation allowance (16,109) (12,828) Total deferred tax assets $ 7,311 $ 7,466 Deferred tax liabilities Acquired intangibles $ — $ (1,257) Fixed assets (167) (205) Deferred commissions (2,660) (1,732) Right-of-use assets (1,288) (1,837) Goodwill (4,924) (3,938) Total deferred tax liabilities $ (9,039) $ (8,969) Net deferred tax liabilities $ (1,728) $ (1,503) At December 31, 2023, we had federal net operating loss carryforwards of $49,240 and research and development credit carryforwards of $4,180. The net operating lo ss and research and development credit carryforwards will expire in varying amounts from 2024 through 2043, if not utilized. Approximately $19,591 of the net operating loss carryforwards carry forward indefinitely, but can only offset up to 80% of taxable income. As a result of various acquisitions by us in prior years, we may be subject to a substantial annual limitation in the utilization of the net operating losses and credit carryforwards due to the “change in ownership” provisions of Section 382 of the Internal Revenue Code of 1986. The annual limitation may result in the expiration of net operating losses before utilization. However, based on our analysis, we do not expect any material net operating losses to expire prior to 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 liabiliti es. During the year ended December 31, 2023, the valuation allowance increased by $3,281 due primarily to operations. 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, 2023. 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, 2021 $ 614 Additions based on tax positions related to the current year 40 Additions for tax positions of prior years — Reductions for tax positions of prior years (88) Balance at December 31, 2022 566 Additions based on tax positions related to the current year 45 Additions for tax positions of prior years 64 Reductions for tax positions of prior years (26) Balance at December 31, 2023 $ 649 As of December 31, 2023, we had $649 of unrecognized tax benefits, of which $28 would affect the effective tax rate if recognized. Our practice is to recognize interest and/or penalties related to income tax matters in inco me tax expense. During the twelve months ended December 31, 2023, 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 jurisdictions. We are subject to U.S. federal income tax e |
NET LOSS PER SHARE
NET LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NET LOSS PER SHARE We compute net loss per share based on the weighted average number of common shares outstanding for the period. Diluted net loss per share reflects the maximum dilution that would have resulted from incremental common shares issuable upon the exercise of stock options or vesting of RSUs and in some cases PSUs. In periods of net income, we compute the adjustment to the denominator of our dilutive net earnings per share calculation to include these stock options, RSUs, and PSUs, as applicable, using the treasury stock method. Regardless of the period resulting in net income or net loss, we exclude the adjustment to the denominator of our dilutive net loss per share calculation to the extent that they are anti-dilutive. We have excluded stock options and restricted stock units reflecting 15 shares for the year ended December 31, 2023 and 108 shares for the year ended December 31, 2022 from the computation of the diluted shares because the effect of including the stock options and restricted stock units would have been anti-dilutive. The following table sets forth the computation of basic and diluted net loss per common share for the years ended December 31 (in thousands, except per share amounts): 2023 2022 Basic: Net loss $ (9,214) $ (14,466) Weighted-average shares of common stock outstanding 22,138 20,117 Basic loss per share $ (0.42) $ (0.72) Diluted: Net loss $ (9,214) $ (14,466) Weighted-average shares of common stock outstanding 22,138 20,117 Diluted loss per share $ (0.42) $ (0.72) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 13 - SUBSEQUENT EVENTS |
Organization, Consolidation and
Organization, Consolidation and Presentation of Financial Statements (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Revenue from Contract with Customer | REVENUE RECOGNITION Our revenue primarily consists of software-as-a-service (“SaaS”) offerings and income from investments made from funds held for clients. Collectively, the SaaS offerings are referred to as “Asure HCM”, consisting of Payroll & Tax solutions, HR compliance and services, Time & Attendance software and data integrations that enable employers and their employees to enhance efficiencies and take advantage of value-added solutions. We also provide support for processing and filing Employee Retention Tax credits as part of our Tax solutions. Furthermore, our Time & Attendance software can be provided in the form of a software subscription license arrangement, that typically includes hardware, maintenance/support, and professional services. We recognize revenue on an output basis when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Our contracts with customers may include multiple performance obligations. For such arrangements, we allocate revenue to each performance obligation based on its relative standalone selling price. We determine standalone selling prices based on the amount that we believe the market is willing to pay determined through historical analysis of sales data as well as through use of the residual approach when we can estimate the standalone selling price for one or more, but not all, of the promised goods or services. The terms of our contracts with customers range from month-to-month for some Asure HCM direct clients to longer terms ranging from one to three years, most of which are renewable for successive terms. A typical SaaS/software subscription arrangement will also include hardware, setup and implementation services. Revenue allocated to the SaaS/software subscription performance obligations are recognized on an output basis ratably as the service is provided over the non-cancellable term of the SaaS/subscription service and are reported as Recurring revenue on the Consolidated Statement of Comprehensive Loss. Revenue allocated to other performance obligations included in the arrangement is recognized as outlined in the paragraphs below. Processing and filing support services for Employee Retention Tax credits are recognized at the time the applicable tax form is completed. Fees associated with these services are offered at a flat fee and/or a fee that is based on estimated credits the customer will receive upon completion of the applicable tax form. Revenue recognized from Employee Retention Tax credit services are reported as Professional services, hardware and other revenue on the Consolidated Statements of Comprehensive Loss. 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 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. 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. Revenue recognized from professional services offerings are reported as Professional services, hardware and other revenue on the Consolidated Statements 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 revenue on the Consolidated Statements 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. Due to the current political climate related to ERTC, including pending and anticipated changes to ERTC, there is a risk that we may not collect on some of our outstanding percentage of recovery ERTC receivables. 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. |
Fair Value Measurement | 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. |
Impairment or Disposal of Long-Lived Assets, Policy | IMPAIRMENT OF LONG-LIVED ASSETS Long-lived assets, including intangible assets with definite lives, are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the estimated fair value of the asset. We have determined that there was no impairment of long-lived assets including intangible assets with definite lives, for the year ended December 31, 2023. |
Lessee, Leases | 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 us and excludes lease incentives. Operating lease assets and liabilities are shown separately in our Consolidated Balance Sheets. Lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Operating lease costs are recognized on a straight-line basis over the lease term. Lease agreements that contain both lease and non-lease components are generally accounted for separately. |
Income Tax, Policy | 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 Payment Arrangement | 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. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policy) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Use of Estimates | USE OF ESTIMATES Preparation of the Consolidated Financial Statements in conformity with U.S. GAAP 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. The more significant estimates made by management include the valuation allowance for the gross deferred tax 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 management believes reasonable under the given circumstances. These estimates could be materially different under different conditions and assumptions. |
Significant Risks and Uncertainties | CONCENTRATION OF CREDIT RISK Cash and cash equivalents are deposited at various area banks, which at times may exceed federally insured limits. We monitor the viability of the banking institutions carrying our assets on a regular basis, and have the ability to transfer cash to various institutions during times of risk. We have not experienced any losses related to these cash balances, and believes our credit risk to be minimal. |
Recent Accounting Pronouncements | RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740), which requires companies to disaggregate information about their effective tax rate reconciliation as well as information on income taxes paid. The standard applies to all entities subject to income taxes. The standard becomes effective for public entities for annual periods beginning after December 15, 2024. We are currently evaluating this standard and the potential effects of these changes to our consolidated financial statements and will adopt this new standard in the fiscal year beginning January 1, 2025. In November 2023 , the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses for interim and annual periods. In addition, the standard requires public entities that have a single reportable segment to provide all the disclosures required by the standard and all existing segment disclosures in Topic 280. The standard is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. We are currently evaluating this standard and the potential effects of these changes to our consolidated financial statements and will adopt this new standard in the fiscal year beginning January 1, 2024. |
Fair Value Measurement | 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. |
Advertising Cost | ADVERTISING COSTS We expense advertising costs as we incur them. Advertising expens es were $1,792 and $1,057 f or the years ended December 31, 2023 and 2022, respectively. We recorded these expenses as part of sales and marketing expenses on our Consolidated Statements of Comprehensive Loss. |
Debt, Policy | ORIGINAL ISSUE DISCOUNTS We recognize original issue discounts (“OID”), 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 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 of debt in the Consolidated Statements of Comprehensive Loss. |
Goodwill and Intangible Assets, Policy | 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. two |
Business Combinations Policy | 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. |
Segment Reporting, Policy | 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. |
Legal Proceedings | 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, 2023, we were not party to any material legal proceedings. |
Cash and Cash Equivalents, Policy | CASH, CASH EQUIVALENTS, AND RESTRICTED CASH We consider all highly liquid investments with an original maturity of 90 days or less at the time of purchase to be cash equivalents. Cash equivalents include investments in an institutional money market fund, which invests in U.S. Treasury bills, notes and bonds, and/or repurchase agreements, backed by such obligations. Carrying value approximates fair value. Restricted cash consists of cash balances which are restricted as to withdrawal or usage. As of December 31, 2023, we ha |
Investment, Policy | INVESTMENTS Available-for-sale securities are carried at fair value, with the unrealized gains and losses reported in accumulated other comprehensive 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 credit losses, if any, on available-for-sale securities are included in other income (expense), net. 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. |
Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy | ACCOUNTS RECEIVABLE, NET We grant credit to customers in the ordinary course of business, exposing us to the credit risk of our customers. In the course of our sales to customers, we may encounter difficulty collecting accounts receivable. We limit concentrations of credit risk related to our trade accounts receivable due to our large number of customers, including third-party resellers, and their dispersion across several industries and geographic areas. We perform ongoing credit evaluations of our customers and maintain reserves for potential credit losses. We require advanced payments or secured transactions when deemed necessary. We review potential customers’ credit ratings to evaluate customers’ ability to pay an obligation within the payment term, which is usually net thirty days. If we receive reasonable assurance of payment and know of no barriers to legally enforce the payment obligation, we may extend credit to customers. We place accounts on “Credit Hold” if a placed order exceeds the credit limit or sooner if circumstances warrant. We follow our credit policy consistently and routinely monitor our delinquent accounts for indications of collectability. We maintain an allowance for credit losses, which was previously referred to as “allowance for doubtful accounts” prior to the adoption of ASU No. 2016-13, at an amount we estimate to be sufficient to provide adequate protection against credit losses resulting from extending credit to our customers. We base this allowance and our expected credit loss estimates, in the aggregate, on historical collection experience, age of receivables, general economic conditions and reasonable and supportable forecasts concerning the future. The allowance for credit losses 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 been within management expectations. Refer to Note 8 - Contracts with Customers and Revenue Concentration for details on our accounts receivable and allowance for credit losses. |
Property, Plant and Equipment, Policy | 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 |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy | FUNDS HELD FOR CLIENTS Funds held for clients represent assets that are held for the purposes of satisfying the obligations to remit funds relating to our payroll and payroll tax filing services and are classified as client fund obligations on our Consolidated Balance Sheets. Funds held for clients are held in demand deposit or brokerage accounts at financial institutions and are classified as a current asset on our Consolidated Balance Sheets. Client fund obligations represent our 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 we impound funds from clients. The client fund obligations represent liabilities that will be repaid within one year of the balance sheet date. We have reported client fund obligations as a current liability on the Consolidated Balance Sheets. |
Consolidation, Policy | PRINCIPLES OF CONSOLIDATION We have prepared our Consolidated Financial Statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and have included the accounts of our wholly owned subsidiaries. We have eliminated all intercompany transactions and balances in consolidation. |
Fair Value Measures and Disclos
Fair Value Measures and Disclosures (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments, Policy | Accounting Standards Codification (ASC) 820 “Fair Value Measurement” (ASC 820) defines fair value, establishes a framework for measuring fair value under U.S. GAAP and enhances disclosures about fair value measurements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 describes a fair value hierarchy based on the following three levels of inputs that may be used to measure fair value, of which the first two are considered observable and the last unobservable: 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. |
INVESTMENTS AND FAIR VALUE ME_2
INVESTMENTS AND FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table presents the fair value hierarchy for our financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2023 and December 31, 2022, respectively (in thousands): Total Carrying Value Level 1 Level 2 Level 3 December 31, 2023 Assets: Funds held for clients Money market funds $ 3,431 $ 3,431 $ — $ — Available-for-sale securities 71,770 — 71,770 — Total $ 75,201 $ 3,431 $ 71,770 $ — December 31, 2022 Assets: Cash equivalents Money market funds $ — $ — $ — $ — Funds held for clients Money market funds 2,829 2,829 — — Available-for-sale securities 56,556 — 56,556 — Total $ 59,385 $ 2,829 $ 56,556 $ — Liabilities: Contingent purchase consideration (1) $ 2,954 $ — $ — $ 2,954 Total $ 2,954 $ — $ — $ 2,954 |
Debt Securities, Available-for-sale | Restricted cash equivalents and investments classified as available-for-sale within funds held for clients consisted of the following (in thousands): Amortized Gross Unrealized Gains (1) Gross Unrealized Losses (1) Aggregate December 31, 2023 Restricted cash equivalents $ 3,447 $ — $ (16) $ 3,431 Available-for-sale securities: Certificates of deposit 845 2 (1) 846 Corporate debt securities 67,277 258 (1,090) 66,445 Municipal bonds 4,251 — (239) 4,012 U.S. Government agency securities 500 — (33) 467 Total available-for-sale securities 72,873 260 (1,363) 71,770 Total (2) $ 76,320 $ 260 $ (1,379) $ 75,201 December 31, 2022 Restricted cash equivalents $ 2,829 $ — $ — $ 2,829 Available-for-sale securities: Certificates of deposit 983 4 (2) 985 Corporate debt securities 52,251 1 (2,023) 50,229 Municipal bonds 5,297 — (405) 4,892 U.S. Government agency securities 500 — (50) 450 Total available-for-sale securities 59,031 5 (2,480) 56,556 Total (2) $ 61,860 $ 5 $ (2,480) $ 59,385 (1) Unrealized gains and losses on available-for-sale securities are included as a component of comprehensive loss. As of December 31, 2023 and December 31, 2022, there were 54 and 3 securities, respectively, in an unrealized gain position and there were 113 and 124 securities in an unrealized loss position, respectively. As of December 31, 2023, these unrealized losses were less than $61 individually and $1,363 in the aggregate. As of December 31, 2022, these unrealized losses were less than $96 individually and $2,480 in the aggregate. We invest in high quality securities with roughly 70% of our portfolio made up of A ratings and above with unrealized losses primarily attributable to macroeconomic factors rather than credit related. These securities have not been in a continuous unrealized gain or loss position for more than 12 months. We do not intend to sell these investments and we do not expect to sell these investments before recovery of their amortized cost basis, which may be at maturity. We review our investments to identify and evaluate investments that indicate possible credit losses. Factors considered in determining whether a loss is a credit loss 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 our 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, 2023 and December 31, 2022, none of these securities were classified as cash and cash equivalents on the accompanying Consolidated Balance Sheets. Funds held for clients represent assets that the we have classified as restricted for use solely for the purposes of satisfying the obligations to remit funds relating to our payroll and payroll tax filing services, which are classified as client funds obligations on our Consolidated Balance Sheets. Funds held for clients have been invested in the following categories (in thousands): 2023 2022 Restricted cash and cash equivalents held to satisfy client funds obligations $ 147,305 $ 147,032 Restricted short-term marketable securities held to satisfy client funds obligations 10,042 9,174 Restricted long-term marketable securities held to satisfy client funds obligations 61,728 47,382 Total funds held for clients $ 219,075 $ 203,588 |
Investments Classified by Contractual Maturity Date | Expected maturities of available-for-sale securities as of December 31, 2023 are as follows (in thousands): One year or less $ 10,042 After one year through five years 61,728 $ 71,770 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | The gross carrying amount and accumulated amortization of our intangible assets as of December 31, 2023 and 2022 are as follows (in thousands, except weighted average periods): Weighted Average Gross Accumulated Net December 31, 2023 Customer relationships 8.5 $ 127,843 $ (67,165) $ 60,678 Developed technology 6.9 12,001 (10,701) 1,300 Trade names 4.3 880 (880) — Non-compete agreements 5.2 1,032 (928) 104 8.3 $ 141,756 $ (79,674) $ 62,082 December 31, 2022 Customer relationships 8.7 $ 118,315 $ (53,589) $ 64,726 Developed technology 6.6 12,001 (10,283) 1,718 Trade names 3.0 880 (847) 33 Non-compete agreements 5.2 1,032 (915) 117 8.4 $ 132,228 $ (65,634) $ 66,594 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | The following table summarizes the future estimated amortization expense relating to our intangible assets as of December 31, 2023 (in thousands): 2024 $ 14,939 2025 14,153 2026 11,038 2027 8,843 2028 7,374 Thereafter 5,735 $ 62,082 |
Schedule of Goodwill [Table Text Block] | 2022 Acquisitions 2023 Goodwill $ 86,011 $ — $ 86,011 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | The following table summarizes our outstanding debt as of the dates indicated (in thousands): Maturity Cash Interest Rate December 31, 2023 December 31, 2022 Subordinated Notes Payable – Acquisitions (1) 12/31/2022 – 9/30/2026 2.00% - 3.00% $ 5,700 $ 6,947 Senior Credit Facility 10/1/2025 14.25% — 30,607 Total Notes Payable $ 5,700 $ 37,554 (1) See Note 2 — Business Combinations for further discussion regarding the notes payable related to acquisitions. The following table summarizes the debt issuance costs as of the dates indicated (in thousands): Gross Notes Payable Debt Issuance Costs and Debt Discount Net Notes Payable December 31, 2023 Current portion of notes payable $ 420 $ (393) $ 27 Notes payable, net of current portion 5,280 (998) 4,282 Total $ 5,700 $ (1,391) $ 4,309 December 31, 2022 Current portion of notes payable $ 4,774 $ (668) $ 4,106 Notes payable, net of current portion 32,780 (1,985) 30,795 Total $ 37,554 $ (2,653) $ 34,901 |
Schedule of Maturities of Long-term Debt [Table Text Block] | The following table summarizes the future principal payments related to our outstanding debt as of December 31, 2023 (in thousands): 2024 $ 420 2025 1,878 2026 3,402 Total $ 5,700 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Text Block [Abstract] | |
Lease, Cost [Table Text Block] | The components of the rent expense for the years ended December 31, 2023 and 2022, are as follows (in thousands): 2023 2022 Operating lease cost $ 2,397 $ 2,326 Sublease income (18) (89) Net rent expense $ 2,379 $ 2,237 |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | Future minimum commitments over the life of all operating leases, which exclude variable rent payments, are as follows (in thousands): 2024 $ 2,003 2025 1,679 2026 1,217 2027 1,000 2028 995 Thereafter 835 Total minimum lease payments 7,729 Less: imputed interest (1,601) Total lease liabilities $ 6,128 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity | The following table summarizes activity related to RSUs during the year ended December 31, 2023 (in thousands, except for weighted average grant date fair value): Shares Weighted Average Grant Date Fair Value Outstanding, beginning of year 281 $ 6.65 Granted 467 11.70 Released (183) 6.77 Forfeited (46) 9.87 Outstanding, end of year 519 $ 10.85 |
Share-based Payment Arrangement, Option, Activity | The following table summarizes activity related to options during the year ended December 31, 2023: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding, beginning of year 1,932 $ 7.34 Granted 11 13.12 Exercised (420) 7.19 Cancelled (126) 7.96 Outstanding, end of year 1,397 $ 7.30 2.40 $ 2,346 Vested and expected to vest 1,363 $ 7.30 2.38 $ 2,294 Exercisable 1,089 $ 7.22 2.21 $ 1,885 |
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 years ending December 31: 2023 2022 Grant date fair value $ 5.30 $ 2.47 Risk-free interest rate 3.63 % 1.92 % Expected volatility 52 % 51 % Expected life (in years) 3.35 2.88 Dividend yield — — |
Share-Based Payment Arrangement, Performance Shares, Activity | The following table summarizes activity related to PSUs during the year ended December 31, 2023 (in thousands, except for weighted average grant date fair value): Shares Weighted Average Grant Date Fair Value Outstanding, beginning of year — $ — Granted 354 9.49 Released — — Forfeited (50) 9.49 Outstanding, end of year 304 $ 9.49 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Unrecognized Tax Benefits Roll Forward | The reconciliation of our unrecognized tax benefits is as follows: Balance at December 31, 2021 $ 614 Additions based on tax positions related to the current year 40 Additions for tax positions of prior years — Reductions for tax positions of prior years (88) Balance at December 31, 2022 566 Additions based on tax positions related to the current year 45 Additions for tax positions of prior years 64 Reductions for tax positions of prior years (26) Balance at December 31, 2023 $ 649 |
Schedule of Deferred Tax Assets and Liabilities | Significant components of our deferred taxes for the years ended December 31, 2023 and 2022 are as follows (in thousands): 2023 2022 Deferred tax assets Net operating losses $ 11,643 $ 11,462 Research and development credit carryforwards 4,255 3,407 Disallowed interest expense carryforwards — 187 Stock compensation 1,681 1,011 Deferred revenue 1 9 Accrued expenses 1,387 1,739 Lease liabilities 1,581 2,163 Acquired intangibles 857 — Capitalized software 2,012 313 Other 3 3 Gross deferred tax assets 23,420 20,294 Less: Valuation allowance (16,109) (12,828) Total deferred tax assets $ 7,311 $ 7,466 Deferred tax liabilities Acquired intangibles $ — $ (1,257) Fixed assets (167) (205) Deferred commissions (2,660) (1,732) Right-of-use assets (1,288) (1,837) Goodwill (4,924) (3,938) Total deferred tax liabilities $ (9,039) $ (8,969) Net deferred tax liabilities $ (1,728) $ (1,503) |
Schedule of Components of Income Tax Expense (Benefit) | Our provision for income taxes attributable to continuing operations for the years ended December 31, 2023 and 2022 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: 2023 2022 Computed at statutory rate $ (1,912) $ (3,013) State tax, net of federal benefit (686) (1,181) Permanent items and other 63 31 Stock compensation (428) (44) Credit carryforwards (800) 166 Change in tax carryforwards not benefited 591 14 Change in valuation allowance 3,281 4,139 $ 109 $ 112 |
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, 2023 and 2022 are as follows (in thousands): 2023 2022 Current Federal $ (57) $ — State (59) 204 Total current $ (116) $ 204 Deferred Federal $ 184 $ 187 State 41 (279) Total deferred $ 225 $ (92) Total tax provision $ 109 $ 112 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 (in thousands, except per share amounts): 2023 2022 Basic: Net loss $ (9,214) $ (14,466) Weighted-average shares of common stock outstanding 22,138 20,117 Basic loss per share $ (0.42) $ (0.72) Diluted: Net loss $ (9,214) $ (14,466) Weighted-average shares of common stock outstanding 22,138 20,117 Diluted loss per share $ (0.42) $ (0.72) |
THE COMPANY AND BASIS OF PRES_2
THE COMPANY AND BASIS OF PRESENTATION (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Auditor Name | Marcum LLP |
Auditor Location | Los Angeles, California |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Finite-Lived Intangible Asset, Useful Life | 8 years 3 months 18 days | 8 years 4 months 24 days |
Advertising Expense | $ 1,792 | $ 1,057 |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 8 years 3 months 18 days | 8 years 4 months 24 days |
Maximum [Member] | ||
Accounting Policies [Abstract] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Finite-Lived Intangible Asset, Useful Life | 15 years | |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 15 years | |
Minimum [Member] | ||
Accounting Policies [Abstract] | ||
Property, Plant and Equipment, Useful Life | 2 years | |
Finite-Lived Intangible Asset, Useful Life | 2 years | |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 2 years | |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 2 years |
BUSINESS COMBINATIONS - Narrati
BUSINESS COMBINATIONS - Narrative (Details) - USD ($) shares in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||
Jan. 01, 2022 | Sep. 30, 2023 | Jul. 31, 2023 | May 31, 2023 | Jan. 31, 2023 | Jun. 30, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Oct. 01, 2023 | |
Asset Acquisition [Line Items] | |||||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ 175 | $ (1,245) | |||||||
Notes Payable | 4,200 | ||||||||
Asset Acquisition, Contingent Consideration, Liability | 587 | ||||||||
Repayments of Subordinated Debt | $ 2,312 | $ 232 | |||||||
Debt Instrument, Periodic Payment, Interest | 89 | $ 11 | |||||||
Debt Instrument, Periodic Payment, Principal | $ 2,223 | 411 | |||||||
Debt Instrument, Periodic Payment | $ 422 | ||||||||
Asset Acquisition, Consideration Transferred, Transaction Cost | $ 31 | ||||||||
Payments to Acquire Productive Assets | $ 1,970 | 6,891 | |||||||
Asset Acquisition, Consideration Transferred | $ 8,391 | ||||||||
Debt Instrument, Face Amount | $ 1,500 | ||||||||
Asset Purchase Agreement | |||||||||
Asset Acquisition [Line Items] | |||||||||
Asset Acquisition, Consideration Transferred, Contingent Consideration | $ 1,975 | ||||||||
Asset Acquisition, Contingent Consideration, Liability | $ 2,299 | ||||||||
Asset Acquisition, Consideration Transferred | 1,784 | ||||||||
Asset Acquisition, Consideration Transferred, Change In Contingent Consideration | $ 191 | ||||||||
Asset Acquisition, Consideration Transferred, Equity Interest Issued and Issuable | $ 2,299 | ||||||||
Asset Acquisition, Consideration Transferred, Equity Interest Issued and Issuable, Shares | 214 |
INVESTMENTS AND FAIR VALUE ME_3
INVESTMENTS AND FAIR VALUE MEASUREMENTS - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Funds held for clients | |||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ 175 | $ (1,245) | |
Payment for Contingent Consideration Liability, Financing Activities | 0 | (130) | |
Asset Purchase Agreement | |||
Funds held for clients | |||
Payment for Contingent Consideration Liability, Financing Activities | (3,129) | ||
Third Asset Purchase Agreement | |||
Funds held for clients | |||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ 175 | ||
Recurring | |||
Funds held for clients | |||
Total | 75,201 | 75,201 | 59,385 |
Other Liabilities, Fair Value Disclosure | 2,954 | ||
Financial Liabilities Fair Value Disclosure | 2,954 | ||
Recurring | Money Market Funds [Member] | |||
Funds held for clients | |||
Funds held for clients | 3,431 | 3,431 | 2,829 |
Recurring | Available-for-sale securities | |||
Funds held for clients | |||
Funds held for clients | 71,770 | 71,770 | 56,556 |
Recurring | Money Market Funds [Member] | |||
CashEquivalentsAbstract | |||
Cash and Cash Equivalents, Fair Value Disclosure | 0 | ||
Recurring | Level 1 | |||
Funds held for clients | |||
Total | 3,431 | 3,431 | 2,829 |
Other Liabilities, Fair Value Disclosure | 0 | ||
Financial Liabilities Fair Value Disclosure | 0 | ||
Recurring | Level 1 | Money Market Funds [Member] | |||
Funds held for clients | |||
Funds held for clients | 3,431 | 3,431 | 2,829 |
Recurring | Level 1 | Available-for-sale securities | |||
Funds held for clients | |||
Funds held for clients | 0 | 0 | 0 |
Recurring | Level 1 | Money Market Funds [Member] | |||
CashEquivalentsAbstract | |||
Cash and Cash Equivalents, Fair Value Disclosure | 0 | ||
Recurring | Level 2 | |||
Funds held for clients | |||
Total | 71,770 | 71,770 | 56,556 |
Other Liabilities, Fair Value Disclosure | 0 | ||
Financial Liabilities Fair Value Disclosure | 0 | ||
Recurring | Level 2 | Money Market Funds [Member] | |||
Funds held for clients | |||
Funds held for clients | 0 | 0 | 0 |
Recurring | Level 2 | Available-for-sale securities | |||
Funds held for clients | |||
Funds held for clients | 71,770 | 71,770 | 56,556 |
Recurring | Level 2 | Money Market Funds [Member] | |||
CashEquivalentsAbstract | |||
Cash and Cash Equivalents, Fair Value Disclosure | 0 | ||
Recurring | Level 3 | |||
Funds held for clients | |||
Total | 0 | 0 | 0 |
Other Liabilities, Fair Value Disclosure | 0 | 0 | 2,954 |
Financial Liabilities Fair Value Disclosure | 2,954 | ||
Recurring | Level 3 | Money Market Funds [Member] | |||
Funds held for clients | |||
Funds held for clients | 0 | 0 | 0 |
Recurring | Level 3 | Available-for-sale securities | |||
Funds held for clients | |||
Funds held for clients | $ 0 | $ 0 | 0 |
Recurring | Level 3 | Money Market Funds [Member] | |||
CashEquivalentsAbstract | |||
Cash and Cash Equivalents, Fair Value Disclosure | $ 0 |
INVESTMENTS AND FAIR VALUE ME_4
INVESTMENTS AND FAIR VALUE MEASUREMENTS - Debt Securities, Available-for-sale (Details) $ in Thousands | Dec. 31, 2023 USD ($) security | Dec. 31, 2022 USD ($) security |
Funds Held for Clients | ||
Amortized Cost | $ 72,873 | $ 59,031 |
Gross Unrealized Gains | 260 | 5 |
Gross Unrealized Losses | (1,363) | (2,480) |
Aggregate Estimated Fair Value | 71,770 | 56,556 |
Funds Held For Clients, Restricted Cash and Debt Securities | 75,201 | 59,385 |
Funds Held For Clients, Restricted Cash and Debt Securities, Gross Unrealized Losses | (1,379) | (2,480) |
Funds Held For Clients, Restricted Cash and Debt Securities, Gross Unrealized Gains | 260 | 5 |
Funds Held For Clients, Restricted Cash and Debt Securities, Amortized Cost | $ 76,320 | $ 61,860 |
Number of securities in unrealized gain position | security | 54 | 3 |
Number of securities in unrealized loss position | security | 113 | 124 |
Funds Held For Clients, Restricted Cash, Amortized Cost | $ 3,447 | $ 2,829 |
Funds Held For Clients, Restricted Cash, Gross Unrealized Losses | (16) | 0 |
Funds Held For Clients, Restricted Cash | 3,431 | 2,829 |
Funds Held For Clients, Restricted Cash, Gross Unrealized Gains | 0 | 0 |
Individually | ||
Funds Held for Clients | ||
Gross Unrealized Losses | (61) | (96) |
Certificates of deposit | ||
Funds Held for Clients | ||
Amortized Cost | 845 | 983 |
Gross Unrealized Gains | 2 | 4 |
Gross Unrealized Losses | (1) | (2) |
Aggregate Estimated Fair Value | 846 | 985 |
Corporate debt securities | ||
Funds Held for Clients | ||
Amortized Cost | 67,277 | 52,251 |
Gross Unrealized Gains | 258 | 1 |
Gross Unrealized Losses | (1,090) | (2,023) |
Aggregate Estimated Fair Value | 66,445 | 50,229 |
Municipal bonds | ||
Funds Held for Clients | ||
Amortized Cost | 4,251 | 5,297 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (239) | (405) |
Aggregate Estimated Fair Value | 4,012 | 4,892 |
U.S. Government agency securities | ||
Funds Held for Clients | ||
Amortized Cost | 500 | 500 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (33) | (50) |
Aggregate Estimated Fair Value | $ 467 | $ 450 |
INVESTMENTS AND FAIR VALUE ME_5
INVESTMENTS AND FAIR VALUE MEASUREMENTS - Funds Held For Clients (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Securities, Available-for-sale [Line Items] | ||
Restricted Cash and Cash Equivalents | $ 147,305 | $ 147,032 |
Debt Securities, Available-for-sale, Current | 10,042 | 9,174 |
Debt Securities, Available-for-sale, Noncurrent | 61,728 | 47,382 |
Total funds held for clients | $ 219,075 | $ 203,588 |
INVESTMENTS AND FAIR VALUE ME_6
INVESTMENTS AND FAIR VALUE MEASUREMENTS - Investments Classified by Contractual Maturity Date (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Fair Value Disclosures [Abstract] | |
One year or less | $ 10,042 |
After one year through five years | 61,728 |
Available-for-sale debt securities total fair value | $ 71,770 |
Property, Plant, and Equipment
Property, Plant, and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Furniture and Fixtures, Gross | $ 7,950 | $ 7,552 |
Capitalized Computer Software, Gross | 25,242 | 18,678 |
Property, Plant and Equipment, Other, Gross | 2,808 | 2,808 |
Leasehold Improvements, Gross | 2,516 | 1,878 |
Property, Plant and Equipment, Gross | 38,516 | 30,916 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (23,999) | (19,477) |
Property and equipment, net | 14,517 | 11,439 |
Depreciation | 5,094 | 4,044 |
Capitalized Computer Software, Additions | $ 7,027 | $ 4,228 |
Software and Software Development Costs | ||
Property, Plant and Equipment [Abstract] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | $ 86,011 | $ 86,011 |
Acquisition | 0 | |
Amortization of intangible assets | 13,623 | 13,486 |
Cost, Amortization | 418 | $ 1,186 |
Goodwill and Intangible Asset Impairment | $ 0 | |
Finite-Lived Intangible Assets, Amortization Method | straight-line method | straight-line method |
Finite-lived Intangible Assets Acquired | $ 9,528 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS (Details) - Schedule of Goodwill $ in Thousands | Dec. 31, 2023 USD ($) |
Schedule of Goodwill [Abstract] | |
Balance | $ 86,011 |
Balance | $ 86,011 |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS (Details) - Schedule of Intangible Assets - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Asset, Gross | $ 141,756 | $ 132,228 |
Intangible Asset, Accumulated Amortization | (79,674) | (65,634) |
Intangible Asset, Net | 62,082 | $ 66,594 |
Finite-lived Intangible Assets Acquired | $ 9,528 | |
Finite-Lived Intangible Asset, Useful Life | 8 years 3 months 18 days | 8 years 4 months 24 days |
Developed Technology Rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Asset, Gross | $ 12,001 | $ 12,001 |
Intangible Asset, Accumulated Amortization | (10,701) | (10,283) |
Intangible Asset, Net | 1,300 | $ 1,718 |
Finite-lived Intangible Assets Acquired | $ 0 | |
Finite-Lived Intangible Asset, Useful Life | 6 years 10 months 24 days | 6 years 7 months 6 days |
Customer Lists | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Asset, Gross | $ 127,843 | $ 118,315 |
Intangible Asset, Accumulated Amortization | (67,165) | (53,589) |
Intangible Asset, Net | 60,678 | $ 64,726 |
Finite-lived Intangible Assets Acquired | $ 9,528 | |
Finite-Lived Intangible Asset, Useful Life | 8 years 6 months | 8 years 8 months 12 days |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Asset, Gross | $ 880 | $ 880 |
Intangible Asset, Accumulated Amortization | (880) | (847) |
Intangible Asset, Net | 0 | $ 33 |
Finite-lived Intangible Assets Acquired | $ 0 | |
Finite-Lived Intangible Asset, Useful Life | 4 years 3 months 18 days | 3 years |
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Asset, Gross | $ 1,032 | $ 1,032 |
Intangible Asset, Accumulated Amortization | (928) | (915) |
Intangible Asset, Net | 104 | $ 117 |
Finite-lived Intangible Assets Acquired | $ 0 | |
Finite-Lived Intangible Asset, Useful Life | 5 years 2 months 12 days | 5 years 2 months 12 days |
GOODWILL AND OTHER INTANGIBLE_6
GOODWILL AND OTHER INTANGIBLE ASSETS (Details) - Schedule of Expected Amortization Expense - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Expected Amortization Expense [Abstract] | ||
Finite-Lived Intangible Asset, Expected Amortization, Year One | $ 14,939 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Two | 14,153 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Three | 11,038 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Four | 8,843 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Five | 7,374 | |
Finite-Lived Intangible Asset, Expected Amortization, after Year Five | 5,735 | |
Finite-Lived Intangible Assets, Net | 62,082 | $ 66,594 |
Lessee, Operating Lease, Liability, to be Paid, after Year Five | $ 835 |
NOTES PAYABLE (Details) - Narra
NOTES PAYABLE (Details) - Narrative - USD ($) $ in Thousands | 1 Months Ended | |||||||
Sep. 12, 2023 | Aug. 07, 2023 | Sep. 30, 2023 | May 31, 2023 | Jan. 31, 2023 | Sep. 30, 2021 | Dec. 31, 2023 | Dec. 31, 2021 | |
NOTES PAYABLE (Details) [Line Items] | ||||||||
Line Of Credit Facility, Final Payment Fee Amount | $ 1,677 | |||||||
Line Of Credit Facility, Lenders Fee Amount | $ 250 | |||||||
Line Of Credit Facility, Final Payment Fee, Percentage Of Increase In Market Capitalization | 1% | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 50,000 | |||||||
debt prepayment penalty, percent | 1% | |||||||
Notes Payable | $ 4,200 | |||||||
Asset Acquisition, Contingent Consideration, Liability | $ 587 | |||||||
Repayments of Subordinated Debt | $ (2,312) | $ (232) | ||||||
Debt Instrument, Periodic Payment, Interest | 89 | $ 11 | ||||||
Debt Instrument, Periodic Payment, Principal | $ 2,223 | 411 | ||||||
Debt Instrument, Periodic Payment | $ 422 | |||||||
Secured Promissory Note | ||||||||
NOTES PAYABLE (Details) [Line Items] | ||||||||
Repayments of Debt | $ 30,927 | |||||||
Debt Instrument, Repaid, Principal | 30,617 | |||||||
Payment for Debt Extinguishment or Debt Prepayment Cost | 306 | |||||||
Debt Instrument, Non-Utilization Fee And Lender Expense | $ 5 | |||||||
Senior Credit Facility | StructuralCapital | ||||||||
NOTES PAYABLE (Details) [Line Items] | ||||||||
Proceeds from Long-Term Lines of Credit | $ 30,000 | |||||||
Seller | ||||||||
NOTES PAYABLE (Details) [Line Items] | ||||||||
Repayments of Subordinated Debt | (182) | |||||||
Claimant | ||||||||
NOTES PAYABLE (Details) [Line Items] | ||||||||
Repayments of Subordinated Debt | $ (50) |
NOTES PAYABLE (Details) - Sched
NOTES PAYABLE (Details) - Schedule of Debt - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | ||
Long-term Debt, Gross | $ 5,700 | $ 37,554 |
Current portion of notes payable | 27 | 4,106 |
Notes payable, net of current portion | 4,282 | 30,795 |
Loss on extinguishment of debt | (1,517) | 0 |
Short-term Debt | ||
NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | ||
Notes Payable | $ 420 | 4,774 |
Notes Payable, Other Payables [Member] | ||
NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | ||
Debt Instrument, Maturity Date, Description | 12/31/2022 – 9/30/2026 | |
Long-term Debt, Gross | $ 5,700 | 6,947 |
Long-term Debt | ||
NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | ||
Notes Payable | $ 5,280 | 32,780 |
Consolidated Entities [Domain] | Minimum [Member] | ||
NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 2% | |
Consolidated Entities [Domain] | Maximum [Member] | ||
NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 3% | |
StructuralCapital | Notes Payable, Other Payables [Member] | ||
NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | ||
Debt Instrument, Maturity Date, Description | 10/1/2025 | |
Debt Instrument, Interest Rate, Stated Percentage | 14.25% | |
Long-term Debt, Gross | $ 0 | $ 30,607 |
NOTES PAYABLE (Details) - Sch_2
NOTES PAYABLE (Details) - Schedule of Debt and Debt Issuance Costs - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Debt and Debt Issuance Costs [Abstract] | ||
Debt Issuance Costs and Debt Discount, current portion | $ (393) | $ (668) |
Notes payable, net of current portion | 27 | 4,106 |
Notes payable, net of current portion | (998) | (1,985) |
Notes payable, net of current portion | 4,282 | 30,795 |
Long-term Debt, Gross | 5,700 | 37,554 |
Total Debt Issuance Costs and Debt Discount | (1,391) | (2,653) |
Total notes payable | 4,309 | 34,901 |
NOTES PAYABLE (Details) [Line Items] | ||
Debt Issuance Costs, Gross, Current | $ 393 | $ 668 |
NOTES PAYABLE (Details) - Sch_3
NOTES PAYABLE (Details) - Schedule of Maturities of Long-term Debt - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Maturities of Long-term Debt [Abstract] | ||
Long-Term Debt, Maturity, Year One | $ 420 | |
Long-Term Debt, Maturity, Year Two | 1,878 | |
Long-Term Debt, Maturity, Year Three | 3,402 | |
Long-term Debt, Gross | $ 5,700 | $ 37,554 |
CONTRACTS WITH CUSTOMERS AND _2
CONTRACTS WITH CUSTOMERS AND REVENUE CONCENTRATION (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CONTRACTS WITH CUSTOMERS AND REVENUE CONCENTRATION (Details) [Line Items] | ||
Contract with Customer, Asset, Allowance for Credit Loss | $ 4,787 | $ 3,248 |
Amortization of Deferred Sales Commissions | 2,803 | 1,644 |
Deferred Revenue, Revenue Recognized | 7,488 | 3,415 |
Revenue, Remaining Performance Obligation, Amount | $ 19,892 | |
Revenue, Remaining Performance Obligation, Percentage | 87% | |
Accrued Sales Commission | $ 10,302 | 6,660 |
Accounts Receivable, Allowance for Credit Loss, Writeoff | 735 | 99 |
Accounts Receivable, Allowance for Credit Loss, Recovery | 227 | 334 |
Provision for expected losses | 2,047 | $ 803 |
Deferred Revenue, Period Increase (Decrease), Reason, Primary | ||
CONTRACTS WITH CUSTOMERS AND REVENUE CONCENTRATION (Details) [Line Items] | ||
Deferred Revenue, Period Increase (Decrease) | 2,553 | |
Deferred Revenue, Period Increase (Decrease), Reason, Seconday | ||
CONTRACTS WITH CUSTOMERS AND REVENUE CONCENTRATION (Details) [Line Items] | ||
Deferred Revenue, Period Increase (Decrease) | $ 1,520 | |
Accounts Receivable [Member] | ||
CONTRACTS WITH CUSTOMERS AND REVENUE CONCENTRATION (Details) [Line Items] | ||
Concentration Risk, Benchmark Description | No customers represented more than 10% of our net accounts receivable balance as of December 31, 2023 and December 31, 2022, respectively. | No customers represented more than 10% of our net accounts receivable balance as of December 31, 2023 and December 31, 2022, respectively. |
Revenue Benchmark | ||
CONTRACTS WITH CUSTOMERS AND REVENUE CONCENTRATION (Details) [Line Items] | ||
Concentration Risk, Benchmark Description | During the years ended December 31, 2023 and 2022, there were no customers that individually represented 10% or more of consolidated revenue. | During the years ended December 31, 2023 and 2022, there were no customers that individually represented 10% or more of consolidated revenue. |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-12-31 | ||
CONTRACTS WITH CUSTOMERS AND REVENUE CONCENTRATION (Details) [Line Items] | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 12 months |
LEASES (Details)
LEASES (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
LEASES (Details) [Line Items] | ||
Operating Lease, Weighted Average Discount Rate, Percent | 10% | 8% |
Operating Lease, Weighted Average Remaining Lease Term | 5 years | 5 years |
Minimum [Member] | ||
LEASES (Details) [Line Items] | ||
Lessee, Operating Lease, Term of Contract | 1 year | |
Maximum [Member] | ||
LEASES (Details) [Line Items] | ||
Lessee, Operating Lease, Term of Contract | 10 years |
LEASES (Details) - Rent Expense
LEASES (Details) - Rent Expense Components - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Rent Expense Components [Abstract] | ||
Operating lease cost | $ 2,397 | $ 2,326 |
Sublease income | (18) | (89) |
Net rent expense | $ 2,379 | $ 2,237 |
LEASES (Details) - Lessee, Oper
LEASES (Details) - Lessee, Operating Lease, Disclosure - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash outflows from operating leases | $ 2,556 | $ 2,326 |
LEASES (Details) [Line Items] | ||
Right-of-Use Asset Obtained (Removed) In Exchange For Operating Lease Liability | $ (546) | $ 1,317 |
Minimum [Member] | ||
LEASES (Details) [Line Items] | ||
Lessee, Operating Lease, Term of Contract | 1 year | |
Maximum [Member] | ||
LEASES (Details) [Line Items] | ||
Lessee, Operating Lease, Term of Contract | 10 years |
LEASES (Details) - Lessee, Op_2
LEASES (Details) - Lessee, Operating Lease, Liability, Maturity $ in Thousands | Dec. 31, 2023 USD ($) |
Lessee, Operating Lease, Liability, Maturity [Abstract] | |
Lessee, Operating Lease, Liability, to be Paid, Year One | $ 2,003 |
Lessee, Operating Lease, Liability, to be Paid, Year Two | 1,679 |
Lessee, Operating Lease, Liability, to be Paid, Year Three | 1,217 |
Lessee, Operating Lease, Liability, to be Paid, Year Four | 1,000 |
Lessee, Operating Lease, Liability, to be Paid, Year Five | 995 |
Lessee, Operating Lease, Liability, to be Paid, after Year Five | 835 |
Lessee, Operating Lease, Liability, to be Paid, Total | 7,729 |
Lessee, Operating Lease, Liability, Undiscounted Excess Amount | (1,601) |
Operating Lease, Liability | $ 6,128 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | Aug. 16, 2023 | Apr. 21, 2023 | Jun. 30, 2017 | |
STOCKHOLDERS' EQUITY (Details) [Line Items] | |||||
Common stock, shares authorized | 44,000 | 44,000 | |||
Aggregate Value of Common Stock and Other Securities Registered for Sale | $ 104,000 | $ 150,000 | |||
Aggregate Shares of Common Stock Allocated for Acquisitions | $ 12,500,000 | $ 12,500,000 | |||
Stock Repurchase Program, Authorized Amount | $ 10 | $ 5,000 | |||
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | 364 | ||||
Options Outstanding | 1,397 | 1,932 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 5.30 | $ 2.47 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 2,154 | $ 20 | |||
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 945 | ||||
Sale of Stock, Description of Transaction | On August 16, 2023, we entered into an underwriting agreement (the “Underwriting Agreement”) with Stifel, Nicolaus & Company, Incorporated and Craig-Hallum Capital Group LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to a firm commitment offering of 3,333 newly issued shares of our common stock at a public offering price of $12.00 per share (the “2023 Offering”). On August 21, 2023, we completed the 2023 Offering, and realized net proceeds of $37,395, after deducting underwriting discounts and offering expenses of $2,605. Additionally, on August 30, 2023, the Underwriters exercised their option to purchase an additional 500 shares of our common stock, and we realized net proceeds of $5,507, after deducting underwriting discounts and offering expenses of $493. | ||||
Sale of Stock, Transaction Date | Aug. 21, 2023 | ||||
Sale of Stock, Price Per Share | $ 12 | ||||
Defined Contribution Plan, Cost | $ 1,705 | 1,495 | |||
Aggregate Shares of Common Stock and Other Securities Registered for Sale | 1,480 | ||||
Shares reserved for future issuance (in shares) | 3,953 | ||||
2023 Underwritten Public Offering, Public | |||||
STOCKHOLDERS' EQUITY (Details) [Line Items] | |||||
Sale of Stock, Number of Shares Issued in Transaction | 3,333 | ||||
Sale of Stock, Consideration Received on Transaction | $ 37,395 | ||||
Sale of Stock, Issuance Costs | $ 2,605 | ||||
2023 Underwritten Public Offering, Underwriter | |||||
STOCKHOLDERS' EQUITY (Details) [Line Items] | |||||
Sale of Stock, Number of Shares Issued in Transaction | 500 | ||||
Sale of Stock, Consideration Received on Transaction | $ 5,507 | ||||
Sale of Stock, Issuance Costs | $ 493 | ||||
Restricted Stock Units (RSUs) | |||||
STOCKHOLDERS' EQUITY (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 467 | ||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 1 year 10 months 24 days | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 2,126 | $ 839 | |||
Share-based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount | $ 4,010 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 519 | 281 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 10,850 | $ 6,650 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 11,700 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Period Increase (Decrease) | (183) | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Period Increase (Decrease), Weighted Average Grant Date Fair Value | $ 6,770 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (46) | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ 9,870 | ||||
Share-based Payment Arrangement | |||||
STOCKHOLDERS' EQUITY (Details) [Line Items] | |||||
Options Outstanding | 2,220 | ||||
Employee Stock Option | |||||
STOCKHOLDERS' EQUITY (Details) [Line Items] | |||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 1 year 29 days | ||||
Performance Shares | |||||
STOCKHOLDERS' EQUITY (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 354 | ||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 2 years 3 days | ||||
Share-based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount | $ 1,521 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 304 | 0 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 9,490 | $ 0 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 9,490 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Period Increase (Decrease) | 0 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Period Increase (Decrease), Weighted Average Grant Date Fair Value | $ 0 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (50) | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ 9,490 | ||||
2018 Plan | |||||
STOCKHOLDERS' EQUITY (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 4,350 | ||||
2018 Plan | Restricted Stock Units (RSUs) | |||||
STOCKHOLDERS' EQUITY (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 519 | ||||
2018 Plan | Employee Stock Option | |||||
STOCKHOLDERS' EQUITY (Details) [Line Items] | |||||
Options Outstanding | 1,397 | ||||
2018 Plan | Performance Shares | |||||
STOCKHOLDERS' EQUITY (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 304 | ||||
Purchase Plan | Employee Stock | |||||
STOCKHOLDERS' EQUITY (Details) [Line Items] | |||||
Shares reserved for future issuance (in shares) | 125 | 475 |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Options Outstanding | 1,397 | 1,932 |
Options outstanding weighted average exercise price (in Dollars per share) | $ 7.30 | $ 7.34 |
Options granted | 11 | |
Options granted exercise price (in Dollars per share) | $ 13.12 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 7.19 | |
Shares available for grant | 1,733 | |
Shares reserved for future issuance (in shares) | 3,953 | |
Stock issued upon option exercise and vesting of restricted stock units (in shares) | (420) | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price | $ 7.96 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | (126) | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 2,346 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 2 years 4 months 24 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | $ 2,294 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 2 years 4 months 17 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $ 7.30 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 1,363 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value | $ 1,885 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 2 years 2 months 15 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 7.22 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 1,089 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 5.30 | $ 2.47 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 3.63% | 1.92% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 52% | 51% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 3 years 4 months 6 days | 2 years 10 months 17 days |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0% | 0% |
Receivables, Loans, Notes Rec_2
Receivables, Loans, Notes Receivable, and Others (Details) - ERC Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2021 | |
Receivables [Abstract] | |||
Other Assets | $ 10,533 | ||
Other Assets | $ 10,533 | ||
Increase (Decrease) in Other Current Assets | $ 7,076 | $ 3,457 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Unrecognized Tax Benefits | $ 649 | $ 566 | $ 614 |
Unrecognized Tax Benefits, Increase Resulting from Current Period Tax Positions | 45 | 40 | |
Unrecognized Tax Benefits, Increase Resulting from Prior Period Tax Positions | 64 | 0 | |
Unrecognized Tax Benefits, Decrease Resulting from Prior Period Tax Positions | (26) | (88) | |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 28 | ||
Income Tax Examination, Penalties and Interest Expense | 0 | 0 | |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | 3,281 | ||
Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration | 19,591 | ||
Operating Loss Carryforwards | 49,240 | ||
Deferred Tax Assets, Tax Credit Carryforwards, Research | 4,180 | ||
Deferred Tax Assets, Tax Deferred Expense, Other | 0 | 187 | |
Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Share-based Compensation Cost | 1,681 | 1,011 | |
Deferred Tax Assets, Deferred Income | 1 | 9 | |
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Accrued Liabilities | 1,581 | 2,163 | |
Deferred Tax Assets, Other | 3 | 3 | |
Deferred Tax Assets, Gross | 23,420 | 20,294 | |
Deferred Tax Assets, Valuation Allowance | (16,109) | (12,828) | |
Deferred Tax Assets, Net of Valuation Allowance | 7,311 | 7,466 | |
Deferred Tax Liabilities, Intangible Assets | 0 | (1,257) | |
Deferred Tax Liabilities, Property, Plant and Equipment | (167) | (205) | |
Deferred Tax Liabilities, Deferred Expense | (2,660) | (1,732) | |
Deferred Tax Liabilities, Leasing Arrangements | (1,288) | (1,837) | |
Deferred Tax Liabilities, Goodwill | (4,924) | (3,938) | |
Deferred Tax Liabilities, Gross | (9,039) | (8,969) | |
Deferred Tax Liabilities, Net | (1,728) | (1,503) | |
Effective Income Tax Rate Reconciliation at Federal Statutory Income Tax Rate, Amount | (1,912) | (3,013) | |
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Amount | (686) | (1,181) | |
Effective Income Tax Rate Reconciliation, Tax Credit, Amount | (800) | 166 | |
Effective Income Tax Rate Reconciliation, Tax Credit, Other, Amount | 591 | 14 | |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | 3,281 | 4,139 | |
Income tax expense | 109 | 112 | |
Deferred Tax Assets, Operating Loss Carryforwards | 11,643 | 11,462 | |
Deferred Tax Assets, Tax Credit Carryforwards, Other | 4,255 | 3,407 | |
Current State and Local Tax Expense (Benefit) | (59) | 204 | |
Current Income Tax Expense (Benefit) | (116) | 204 | |
Deferred Federal Income Tax Expense (Benefit) | 184 | 187 | |
Deferred State and Local Income Tax Expense (Benefit) | 41 | (279) | |
Deferred Income Tax Expense (Benefit) | 225 | (92) | |
Current Federal Tax Expense (Benefit) | (57) | 0 | |
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-Based Payment Arrangement, Amount | (428) | (44) | |
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Other, Amount | 63 | 31 | |
Deferred Tax Assets, Goodwill and Intangible Assets | 857 | 0 | |
Deferred Tax Assets, Capitalized Software | 2,012 | 313 | |
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Other | $ 1,387 | $ 1,739 |
NET LOSS PER SHARE (Details)
NET LOSS PER SHARE (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Equity Option | ||
NET LOSS PER SHARE (Details) [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 15,000 | 108,000 |
NET LOSS PER SHARE (Details) -
NET LOSS PER SHARE (Details) - Components of Earnings Per Share, Basic and Diluted - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (9,214) | $ (14,466) |
Weighted average shares of common stock outstanding, basic (in shares) | 22,138 | 20,117 |
Weighted average shares of common stock outstanding, diluted (in shares) | 22,138 | 20,117 |
Basic loss per share (in Dollars per share) | $ (0.42) | $ (0.72) |
Diluted loss per share (in Dollars per share) | $ (0.42) | $ (0.72) |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) shares in Thousands, $ in Thousands | 2 Months Ended | 12 Months Ended | ||
Jan. 01, 2022 | Feb. 26, 2024 | Dec. 31, 2023 | Oct. 01, 2023 | |
Subsequent Events [Abstract] | ||||
Asset Acquisition, Consideration Transferred | $ 8,391 | |||
Debt Instrument, Fair Value Disclosure | $ 411 | |||
Subsequent Event [Line Items] | ||||
Asset Acquisition, Consideration Transferred | 8,391 | |||
Payments to Acquire Productive Assets | $ 1,970 | $ 6,891 | ||
Debt Instrument, Face Amount | $ 1,500 | |||
Subsequent Event | ||||
Subsequent Events [Abstract] | ||||
Asset Acquisition, Consideration Transferred | $ 6,000 | |||
Subsequent Event [Line Items] | ||||
Subsequent Event, Date | Feb. 22, 2024 | |||
Asset Acquisition, Consideration Transferred | $ 6,000 | |||
Payments to Acquire Productive Assets | 500 | |||
Debt Instrument, Face Amount | 1,000 | |||
Asset Acquisition, Consideration Transferred, Equity Interest Issued and Issuable | $ 4,500 | |||
Asset Acquisition, Consideration Transferred, Equity Interest Issued and Issuable, Shares | 450 |