Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | May 01, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity File Number | 1-34522 | |
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 | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 25,813,067 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0000884144 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Common Stock, $0.01 par value | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, $0.01 par value | |
Trading Symbol | ASUR | |
Security Exchange Name | NASDAQ | |
Series A Junior Participating Preferred Share Purchase Rights | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Series A Junior Participating Preferred Share Purchase Rights | |
No Trading Symbol Flag | true |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) shares in Thousands, $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 23,166 | $ 30,317 |
Accounts receivable, net of allowance for credit losses of $5,108 and $4,787 at March 31, 2024 and December 31, 2023, respectively | 15,074 | 14,202 |
Inventory | 205 | 155 |
Prepaid expenses and other current assets | 4,187 | 3,471 |
Total current assets before funds held for clients | 42,632 | 48,145 |
Funds held for clients | 239,808 | 219,075 |
Total current assets | 282,440 | 267,220 |
Property and equipment, net | 15,822 | 14,517 |
Goodwill | 86,011 | 86,011 |
Intangible assets, net | 70,960 | 62,082 |
Operating lease assets, net | 4,674 | 4,991 |
Other assets, net | 9,431 | 9,047 |
Total assets | 469,338 | 443,868 |
Current liabilities: | ||
Current portion of notes payable | 23 | 27 |
Accounts payable | 1,610 | 2,570 |
Accrued compensation and benefits | 3,399 | 6,519 |
Operating lease liabilities, current | 1,510 | 1,490 |
Other accrued liabilities | 7,170 | 3,862 |
Deferred revenue | 3,547 | 6,853 |
Total current liabilities before client fund obligations | 17,259 | 21,321 |
Client fund obligations | 241,141 | 220,019 |
Total current liabilities | 258,400 | 241,340 |
Long-term liabilities: | ||
Deferred revenue | 960 | 16 |
Deferred tax liability | 1,751 | 1,728 |
Notes payable, net of current portion | 5,256 | 4,282 |
Operating lease liabilities, noncurrent | 4,281 | 4,638 |
Other liabilities | 1,015 | 209 |
Total long-term liabilities | 13,263 | 10,873 |
Total liabilities | 271,663 | 252,213 |
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; 25,749 and 25,382 shares issued, 25,749 and 24,998 shares outstanding at March 31, 2024 and December 31, 2023, respectively | 258 | 254 |
Treasury stock at cost, zero(1) and $384 shares at March 31, 2024 and December 31, 2023, respectively | 0 | (5,017) |
Additional paid-in capital | 494,537 | 487,973 |
Accumulated deficit | (295,761) | (290,440) |
Accumulated other comprehensive loss | (1,359) | (1,115) |
Total stockholders’ equity | 197,675 | 191,655 |
Total liabilities and stockholders’ equity | $ 469,338 | $ 443,868 |
Common stock, shares authorized | 44,000 | 44,000 |
Treasury Stock, Common, Shares | 0 | 384 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) shares in Thousands, $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 5,108 | $ 4,787 |
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 | 25,749 | 25,382 |
Common stock, shares outstanding | 25,749 | 24,998 |
Treasury Stock, Common, Shares | 0 | 384 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue: | ||
Total revenue | $ 31,652 | $ 33,064 |
Cost of Sales | 9,045 | 8,664 |
Gross profit | 22,607 | 24,400 |
Operating expenses: | ||
Sales and marketing | 7,767 | 7,200 |
General and administrative | 10,063 | 9,956 |
Research and development | 1,769 | 1,979 |
Amortization of intangible assets | 3,449 | 3,302 |
Total operating expenses | 23,048 | 22,437 |
(Loss) income from operations | (441) | 1,963 |
Investment Income, Nonoperating | 336 | 349 |
Interest Expense, Nonoperating | (180) | (2,293) |
Other Nonoperating Income (Expense) | 10 | 83 |
(Loss) income from operations before income taxes | (275) | 102 |
Income tax expense (benefit) | 33 | (237) |
Net (loss) income | (308) | 339 |
Other comprehensive (loss) income: | ||
Unrealized (loss) income on marketable securities | (244) | 481 |
Comprehensive (loss) income | $ (552) | $ 820 |
Basic and diluted (loss) income per share | ||
Basic (in Dollars per share) | $ (0.01) | $ 0.02 |
Diluted (in Dollars per share) | $ (0.01) | $ 0.02 |
Weighted average basic and diluted shares | ||
Basic (in shares) | 25,334 | 20,347 |
Diluted (in shares) | 25,334 | 21,041 |
Recurring | ||
Revenue: | ||
Total revenue | $ 30,273 | $ 27,956 |
Professional services, hardware and other | ||
Revenue: | ||
Total revenue | $ 1,379 | $ 5,108 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Other Comprehensive Loss |
Beginning balance (in shares) at Dec. 31, 2022 | 20,244 | |||||
Beginning balance 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) | 277 | 375 | ||||
Stock issued upon option exercise and vesting of restricted and performance stock units | $ 1,988 | $ 4 | 1,984 | |||
Share based compensation | 1,337 | 1,337 | ||||
Net loss | 339 | 339 | ||||
Other comprehensive loss | 481 | 481 | ||||
Ending balance (in shares) at Mar. 31, 2023 | 20,619 | |||||
Ending balance at Mar. 31, 2023 | 149,211 | $ 210 | (5,017) | 436,907 | (280,887) | (2,002) |
Beginning balance (in shares) at Dec. 31, 2023 | 24,998 | |||||
Beginning balance at Dec. 31, 2023 | $ 191,655 | $ 254 | (5,017) | 487,973 | (290,440) | (1,115) |
Stock issued upon option exercise and vesting of restricted stock units (in shares) | 26 | 301 | ||||
Stock issued upon option exercise and vesting of restricted and performance stock units | $ 176 | $ 3 | 173 | |||
Stock issued upon acquisition | 4,494 | 5 | 4,489 | |||
Share based compensation | 1,902 | 1,902 | ||||
Treasury Stock, Retired, Cost Method, Amount | 0 | $ (4) | 5,017 | (5,013) | ||
Net loss | (308) | (308) | ||||
Other comprehensive loss | (244) | (244) | ||||
Ending balance (in shares) at Mar. 31, 2024 | 25,749 | |||||
Ending balance at Mar. 31, 2024 | $ 197,675 | $ 258 | $ 0 | $ 494,537 | $ (295,761) | $ (1,359) |
Stock issued upon acquisition (in Shares) | 450 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (308) | $ 339 |
Adjustments to reconcile (loss) income to net cash (used) in provided by operations: | ||
Depreciation and amortization | 4,860 | 4,789 |
Amortization of operating lease assets | 335 | 307 |
Amortization of debt financing costs and discount | 142 | 169 |
Non-cash interest expense | 0 | 982 |
Net accretion of discounts on available-for-sale securities | (78) | (14) |
Provision for expected losses | 46 | 652 |
Provision for (recovery of) deferred income taxes | 24 | (73) |
Net realized gains on sales of available-for-sale securities | (652) | (453) |
Share-based compensation | 1,902 | 1,337 |
Loss on disposals of long-term assets | 0 | 160 |
Change in fair value of contingent purchase consideration | 0 | (69) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (919) | (3,290) |
Inventory | (50) | 33 |
Prepaid expenses and other assets | (473) | 4,850 |
Operating lease right-of-use assets | 30 | 0 |
Accounts payable | (960) | (450) |
Accrued expenses and other long-term obligations | (2,665) | (123) |
Operating lease liabilities | (141) | (219) |
Deferred revenue | (5,040) | (4,339) |
Net cash (used) in provided by operating activities | (3,947) | 4,588 |
Cash flows from investing activities: | ||
Acquisition of intangible asset | (710) | 0 |
Purchases of property and equipment | (240) | (726) |
Software capitalization costs | (2,435) | (1,158) |
Purchases of available-for-sale securities | (3,516) | (10,189) |
Proceeds from sales and maturities of available-for-sale securities | 2,406 | 5,426 |
Net cash used in investing activities | (4,495) | (6,647) |
Cash flows from financing activities: | ||
Payments of notes payable | 0 | (232) |
Payments made on amounts due for the acquisition of intangible assets | (236) | 0 |
Net proceeds from issuance of common stock | 176 | 1,988 |
Net change in client fund obligations | 21,122 | 19,372 |
Net cash provided by financing activities | 21,062 | 21,128 |
Net increase in cash and cash equivalents | 12,620 | 19,069 |
Cash and cash equivalents, beginning of period | 177,622 | 164,042 |
Cash and cash equivalents, end of period | 190,242 | 183,111 |
Cash and cash equivalents | 23,166 | 21,438 |
Cash and cash equivalents held to satisfy client funds obligations | 167,076 | 161,673 |
Total cash and cash equivalents | 190,242 | 183,111 |
Supplemental information: | ||
Cash paid for interest | 0 | 1,038 |
Cash paid for income taxes | 0 | 82 |
Acquisition of intangible assets | 6,345 | 0 |
Notes payable issued for acquisitions | 827 | 0 |
Other Significant Noncash Transaction, Value of Consideration Given | $ 4,494 | $ 0 |
THE COMPANY AND BASIS OF PRESEN
THE COMPANY AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies | THE COMPANY AND BASIS OF PRESENTATION Asure Software, Inc. (“Asure”, the “Company”, “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 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. O ur 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. We have prepared the accompanying unaudited Condensed Consolidated Financial Statements in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and accordingly, they do not include all information and footnotes required under U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. In the opinion of management, these interim financial statements contain all adjustments, consisting of normal, recurring adjustments, necessary for a fair presentation of our financial position as of March 31, 2024, comprehensive (loss) income and changes in stockholders’ equity for the three months ended March 31, 2024 and March 31, 2023, and cash flows for the three months ended March 31, 2024 and March 31, 2023. Certain amounts in the prior period financial statements have been reclassified to conform to the presentation of the current period financial statements. These reclassifications had no effect on the consolidated financial position or consolidated results of operations of the Company. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | SIGNIFICANT ACCOUNTING POLICIES USE OF ESTIMATES Preparation of the Condensed 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 Condensed 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. CASH AND CASH EQUIVALENTS 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. RECENT 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. ACCUMULATED OTHER COMPREHENSIVE LOSS As of March 31, 2024 and December 31, 2023, accumulated other comprehensive loss consisted of net unrealized gains and losses on available-for-sale securities. |
BUSINESS COMBINATIONS AND ASSET
BUSINESS COMBINATIONS AND ASSET ACQUISITIONS | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
BUSINESS COMBINATIONS AND ASSET ACQUISITIONS | 2024 Effective February 22, 2024, we acquired certain assets of a payroll processing and benefits brokerage servicer based in New Jersey. The aggregate purchase price paid for the acquisition of these assets was $6,000, consisting of $500 paid in cash on hand, 450 shares of Asure common stock, having an agreed value of $4,500, and the remaining $1,000 in the form of a promissory note. The acquired customer relationships are recorded as an intangible asset and are being amortized on a straight-line basis over eight years. As of March 31, 2024, the promissory note had an outstanding balance of $1,000 and matures on February 22, 2026. 2023 Effective October 1, 2023, we acquired certain assets of an Alabama based 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 eight years. As of March 31, 2024, the promissory note had an outstanding balance of $1,500 and matures on October 1, 2025. |
INVESTMENTS AND FAIR VALUE MEAS
INVESTMENTS AND FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2024 | |
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 for the periods presented below (in thousands): Total Carrying Value Level 1 Level 2 Level 3 March 31, 2024 Assets: Funds held for clients Money market funds $ 2,316 $ 2,316 $ — $ — Available-for-sale securities 72,732 — 72,732 — Total $ 75,048 $ 2,316 $ 72,732 $ — 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 $ — Cash equivalents and investments classified as available-for-sale within funds held for clients consisted of the following for the periods presented below (in thousands): Amortized Gross Unrealized Gains (1) Gross Unrealized Losses (1) Aggregate March 31, 2024 Cash equivalents $ 2,320 $ 1 $ (4) $ 2,316 Available-for-sale securities: Certificates of deposit 842 2 (1) 843 Corporate debt securities 66,607 130 (1,232) 65,505 Municipal bonds 4,241 — (222) 4,019 U.S. Government agency securities 2,398 1 (34) 2,365 Total available-for-sale securities 74,088 133 (1,489) 72,732 Total (2) $ 76,408 $ 134 $ (1,493) $ 75,048 December 31, 2023 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 (1) Unrealized gains and losses on available-for-sale securities are included as a component of comprehensive loss. As of March 31, 2024 and December 31, 2023, there were 32 and 54 securities, respectively, in an unrealized gain position and there were 141 and 113 securities in an unrealized loss position, respectively. As of March 31, 2024, these unrealized losses were less than $60 individually and $1,489 in the aggregate. As of December 31, 2023, these unrealized losses were less than $61 individually and $1,363 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 credit rating of the investment, 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 March 31, 2024 and December 31, 2023, none of these securities were classified as cash and cash equivalents on the accompanying Condensed Consolidated Balance Sheets. Funds held for clients represent assets that the Company has classified for use solely for the purposes of satisfying the obligations to remit funds relating to the Company’s payroll and payroll tax filing services, which are classified as client funds obligations on our Condensed Consolidated Balance Sheets. Funds held for clients have been invested in the following categories for the periods presented below (in thousands): March 31, 2024 December 31, 2023 Cash and cash equivalents held to satisfy client funds obligations $ 167,076 $ 147,305 Short-term marketable securities held to satisfy client funds obligations 13,881 10,042 Long-term marketable securities held to satisfy client funds obligations 58,851 61,728 Total funds held for clients $ 239,808 $ 219,075 Expected maturities of available-for-sale securities are as follows for the period presented below (in thousands): March 31, 2024 One year or less $ 13,881 After one year through five years 58,851 Total $ 72,732 |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | GOODWILL AND OTHER INTANGIBLE ASSETS December 31, 2023 Acquisitions March 31, 2024 Goodwill $ 86,011 $ — $ 86,011 We believe significant synergies are expected to arise from our strategic acquisitions and their assembled work forces. 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 March 31, 2024, there has been no impairment of goodwill based on the qualitative assessments performed by the Company. Gross Intangible Assets December 31, 2023 Acquisitions March 31, 2024 Customer relationships $ 127,843 $ 12,376 $ 140,219 Developed technology 12,001 — 12,001 Trade names 880 — 880 Non-compete agreements 1,032 — 1,032 Total $ 141,756 $ 12,376 $ 154,132 The gross carrying amount and accumulated amortization of our intangible assets are as follows for the periods presented below (in thousands, except weighted average periods): Weighted Average Gross Accumulated Net March 31, 2024 Customer relationships 8.6 $ 140,219 $ (70,630) $ 69,589 Developed technology 6.9 12,001 (10,731) 1,270 Trade names 4.3 880 (880) — Non-compete agreements 5.2 1,032 (931) 101 8.4 $ 154,132 $ (83,172) $ 70,960 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 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 $3,449 and $3,302 for the three months ended March 31, 2024 and 2023, respectively. Amortization expenses recorded in Cost of Sales were $50 and $268 for the three months ended March 31, 2024 and 2023, respectively. There was no impairment of intangibles during the three months ended March 31, 2024 based on the qualitative assessment performed by the Company. 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 for the period presented below (in thousands): March 31, 2024 2024 $ 12,047 2025 15,292 2026 12,177 2027 9,983 2028 8,537 2029 6,694 Thereafter 6,230 $ 70,960 |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTES PAYABLE The following table summarizes our outstanding debt as of the dates indicated (in thousands): Maturity Cash Interest Rate March 31, 2024 December 31, 2023 Subordinated Notes Payable – Acquisitions (1) 10/31/25 - 9/30/26 2.00% - 5.00% $ 6,700 $ 5,700 Gross Notes Payable $ 6,700 $ 5,700 (1) See Note 3 — Business Combinations and Asset Acquisitions and Subordinated Notes Payable - Acquisitions section below 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 March 31, 2024 Current portion of notes payable $ 420 $ (397) $ 23 Notes payable, net of current portion 6,280 (1,024) 5,256 Total $ 6,700 $ (1,421) $ 5,279 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 The following table summarizes the future principal payments related to our outstanding debt for the period presented below (in thousands): March 31, 2024 2024 $ 420 2025 1,878 2026 4,402 Total $ 6,700 Subordinated Notes Payable - Acquisitions In February 2024, we acquired certain assets of a payroll processing and benefits brokerage servicer based in New Jersey. In connection with the acquisition that took place, we delivered a promissory note to the seller. As of March 31, 2024, the promissory note had an outstanding balance of $1,000 and matures on February 22, 2026. In October 2023, we acquired certain assets of an Alabama based reseller partner, which were used to provide payroll processing services. In connection with the acquisition that took place, we delivered a promissory note to the seller. As of March 31, 2024, the promissory note had an outstanding balance of $1,500 and matures on October 1, 2025. 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 March 31, 2024, the promissory note had an outstanding balance of $4,200. 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 March 31, 2024, there are no further amounts due or owing under this subordinated promissory note. See Note 3 — 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 12, 2023, we terminated the Loan and Security Agreement (the “Loan Agreement”), among the Company, Structural Capital Investments III, LP (“Structural” and together with the other lenders that were parties thereto, the “Lenders”), and Ocean II PLO LLC, as administrative and collateral agent for the Lender and repaid the outstanding balance on the secured promissory note issued under the Loan Agreement (the “Note”). In connection with the termination, the Company 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 March 31, 2024, there are no further amounts due or owing under the Facility. On August 7, 2023, we entered into an amendment to the Loan Agreement, 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 Loan Agreement. We also paid the Lenders a breakup fee equal to $250. |
CONTRACTS WITH CUSTOMERS AND RE
CONTRACTS WITH CUSTOMERS AND REVENUE CONCENTRATION | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
CONTRACTS WITH CUSTOMERS AND REVENUE CONCENTRATION | CONTRACTS WITH CUSTOMERS AND REVENUE CONCENTRATION Receivables Receivables from contracts with customers, net of allowance for credit losses of $5,108, w ere $15,074 at March 31, 2024. Receivables from contracts with customers, net of allowance for credit losses of $4,787, were $14,202 at December 31, 2023. We had a provision for expected losses of $46, write-offs charged against the allowance for credit losses of $3, and recoveries on previously written off receivables of $279 during the three months ended March 31, 2024. No customer represented more than 10% of our net accounts receivable balance as of March 31, 2024 and December 31, 2023, respectively. Deferred Commissions Deferred commission costs from contracts with customers w ere $10,378 and $10,302 at March 31, 2024 and December 31, 2023 , respectively. The amount of amortization recognized for the three months ended March 31, 2024 and 2023 was $611 and $496, respectively. The increase in amortization during the three months ended March 31, 2024 is primarily due to an increased focus on sales of recurring revenue streams in the prior year that are now being amortized. Deferred Revenue During the three months ended March 31, 2024 and 2023 , revenue of $5,118 and $5,613, respectively, was recognized from the deferred revenue balance at the beginning of each period. Transaction Price Allocated to the Remaining Performance Obligations As of March 31, 2024, approximately $18,713 of revenue is expected to be recognized from remaining performance obligations. We expect to recognize revenue on approximately 76% of these remaining performance obligations over the next 12 months, with the balance recognized thereafter. These amounts exclude remaining performance obligations related to contracts for professional services for tax and payroll offerings whose remaining contractual term is less than one year as of March 31, 2024. Revenue Co ncentration During the three months ended March 31, 2024 and 2023, there were no customers that individually represented 10% or more of consolidated revenue. |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
LEASES | NOTE 8 - 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 eight 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 Condensed Consolidated Statements of Comprehensive (Loss) Income, rent expense is included in operating expenses under general and administrative expenses. The components of the rent expense are as follows for the periods presented below (in thousands): Three Months Ended March 31, 2024 2023 Operating lease cost $ 446 $ 531 Sublease income (4) (5) Net rent expense $ 442 $ 526 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% as of March 31, 2024 and December 31, 2023. The weighted average remaining lease term is five years as of March 31, 2024 and December 31, 2023. Supplemental cash flow information related to operating leases are as follows for the periods presented below (in thousands): Three Months Ended March 31, 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 500 $ 494 Future minimum commitments over the life of all operating leases, which exclude variable rent payments, are as follows for the period presented below (in thousands): March 31, 2024 2024 $ 1,505 2025 1,679 2026 1,217 2027 1,000 2028 995 Thereafter 855 Total minimum lease payments 7,251 Less: imputed interest (1,460) Total lease liabilities $ 5,791 |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement [Text Block] | NOTE 9 - SHARE-BASED COMPENSATION We have one active equity plan, the 2018 Incentive Award Plan (the “2018 Plan”). The 2018 Plan, approved by our stockholders, replaced our 2009 Equity Incentive Plan, as amended (the “2009 Plan”); however, the terms and conditions of the 2009 Plan will continue to govern any outstanding awards granted thereunder. The number of shares reserved for issuance under the 2018 Plan is 4,350 shares. We have an aggregate of 2,612 options, restricted stock units (“RSUs”) and performance stock units (“PSUs”) granted and outstanding pursuant to the 2018 Plan as of March 31, 2024. As of March 31, 2024, the number of shares available for future grant under the 2018 Plan is 1,040. Share based compensation for our stock option plans for the three months ended March 31, 2024, and March 31, 2023, was $1,902 and $1,337, respectively. We issued 26 and 277 shares of common stock related to exercises of stock options for the three months ended March 31, 2024 and 2023, respectively. We issued 166 and 98 shares of common stock upon the vesting of restricted stock units for the three months ended March 31, 2024 and 2023, respectively. We issued 109 shares of common stock upon the vesting of RSUs converted from PSUs for the three months ended March 31, 2024. Effective January 1, 2023, the Compensation Committee of the Board of Directors (the “Compensation Committee”) approved the grant of performance stock units (“PSUs”) pursuant to a PSU Award Grant Notice and PSU Award Agreement (the “2023 PSU Award Agreement”) under the 2018 Plan to our executive officers payable in the form of RSUs. The number of RSUs into which the PSUs converted for each executive officer was a sliding scale between 0% to 200% of the target amount based on the Company’s achievement of certain performance metrics tied to the Company’s recurring revenue and gross profit for 2023. On February 26, 2024, the PSUs converted to RSUs at 200% of target based on the achievement of set performance metrics, and we paid out a total of 325 RSUs to our executive officers. Effective January 1, 2024, the Compensation Committee approved the grant of PSUs pursuant to a PSU Award Grant Notice and PSU Award Agreement (the “2024 PSU Award Agreement”) under the 2018 Plan to our executive officers payable in the form of RSUs. The number of RSUs into which the PSUs convert for each executive officer is a sliding scale between 0% to 200% of the target amount based on the Company’s achievement of certain performance metrics tied to the Company’s recurring revenue and gross profit for 2024. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NET LOSS PER SHARE We compute net income or loss per share based on the weighted average number of common shares outstanding for the period. Diluted net income 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. The following table sets forth the computation of basic and diluted net loss per common share for the periods presented below (in thousands, except per share amounts): Three Months Ended March 31, 2024 2023 Basic: Net (loss) income $ (308) $ 339 Weighted-average shares of common stock outstanding 25,334 20,347 Basic (loss) income per share $ (0.01) $ 0.02 Diluted: Net (loss) income $ (308) $ 339 Weighted-average shares of common stock outstanding 25,334 21,041 Diluted (loss) income per share $ (0.01) $ 0.02 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS On April 9, 2024, 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 a prior registration statement effective at the time of the filing of our current S-3). The shelf registration statement relating to these securities became effective on April 19, 2024. On April 9, 2024, 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 registration statement relating to these securities became effective on April 19, 2024. On April 30, 2024, we acquired certain assets of a reseller partner, which were used to provide payroll processing services. The partner is located in Ohio. The aggregate purchase price that we paid for these assets was $3,000, consisting of $2,300 paid in cash on hand, $700 in the form of a promissory note with the principal balance due on October 30, 2025, and 50 shares of Asure common stock. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policy) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Use of Estimates | USE OF ESTIMATES Preparation of the Condensed 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 Condensed 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. |
Cash, Cash Equivalents, and Restricted Cash | CASH AND CASH EQUIVALENTS |
Recent Accounting Pronouncements | RECENT 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. |
Accumulated Other Comprehensive Loss | ACCUMULATED OTHER COMPREHENSIVE LOSS As of March 31, 2024 and December 31, 2023, accumulated other comprehensive loss consisted of net unrealized gains and losses on available-for-sale securities. |
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) | 3 Months Ended |
Mar. 31, 2024 | |
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 for the periods presented below (in thousands): Total Carrying Value Level 1 Level 2 Level 3 March 31, 2024 Assets: Funds held for clients Money market funds $ 2,316 $ 2,316 $ — $ — Available-for-sale securities 72,732 — 72,732 — Total $ 75,048 $ 2,316 $ 72,732 $ — 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 $ — |
Debt Securities, Available-for-sale | Cash equivalents and investments classified as available-for-sale within funds held for clients consisted of the following for the periods presented below (in thousands): Amortized Gross Unrealized Gains (1) Gross Unrealized Losses (1) Aggregate March 31, 2024 Cash equivalents $ 2,320 $ 1 $ (4) $ 2,316 Available-for-sale securities: Certificates of deposit 842 2 (1) 843 Corporate debt securities 66,607 130 (1,232) 65,505 Municipal bonds 4,241 — (222) 4,019 U.S. Government agency securities 2,398 1 (34) 2,365 Total available-for-sale securities 74,088 133 (1,489) 72,732 Total (2) $ 76,408 $ 134 $ (1,493) $ 75,048 December 31, 2023 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 (1) Unrealized gains and losses on available-for-sale securities are included as a component of comprehensive loss. As of March 31, 2024 and December 31, 2023, there were 32 and 54 securities, respectively, in an unrealized gain position and there were 141 and 113 securities in an unrealized loss position, respectively. As of March 31, 2024, these unrealized losses were less than $60 individually and $1,489 in the aggregate. As of December 31, 2023, these unrealized losses were less than $61 individually and $1,363 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 credit rating of the investment, 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 March 31, 2024 and December 31, 2023, none of these securities were classified as cash and cash equivalents on the accompanying Condensed Consolidated Balance Sheets. Funds held for clients have been invested in the following categories for the periods presented below (in thousands): March 31, 2024 December 31, 2023 Cash and cash equivalents held to satisfy client funds obligations $ 167,076 $ 147,305 Short-term marketable securities held to satisfy client funds obligations 13,881 10,042 Long-term marketable securities held to satisfy client funds obligations 58,851 61,728 Total funds held for clients $ 239,808 $ 219,075 |
Investments Classified by Contractual Maturity Date | Expected maturities of available-for-sale securities are as follows for the period presented below (in thousands): March 31, 2024 One year or less $ 13,881 After one year through five years 58,851 Total $ 72,732 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill [Table Text Block] | December 31, 2023 Acquisitions March 31, 2024 Goodwill $ 86,011 $ — $ 86,011 |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Gross Intangible Assets December 31, 2023 Acquisitions March 31, 2024 Customer relationships $ 127,843 $ 12,376 $ 140,219 Developed technology 12,001 — 12,001 Trade names 880 — 880 Non-compete agreements 1,032 — 1,032 Total $ 141,756 $ 12,376 $ 154,132 The gross carrying amount and accumulated amortization of our intangible assets are as follows for the periods presented below (in thousands, except weighted average periods): Weighted Average Gross Accumulated Net March 31, 2024 Customer relationships 8.6 $ 140,219 $ (70,630) $ 69,589 Developed technology 6.9 12,001 (10,731) 1,270 Trade names 4.3 880 (880) — Non-compete agreements 5.2 1,032 (931) 101 8.4 $ 154,132 $ (83,172) $ 70,960 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 |
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 for the period presented below (in thousands): March 31, 2024 2024 $ 12,047 2025 15,292 2026 12,177 2027 9,983 2028 8,537 2029 6,694 Thereafter 6,230 $ 70,960 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 December 31, 2023 Subordinated Notes Payable – Acquisitions (1) 10/31/25 - 9/30/26 2.00% - 5.00% $ 6,700 $ 5,700 Gross Notes Payable $ 6,700 $ 5,700 (1) See Note 3 — Business Combinations and Asset Acquisitions and Subordinated Notes Payable - Acquisitions section below 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 March 31, 2024 Current portion of notes payable $ 420 $ (397) $ 23 Notes payable, net of current portion 6,280 (1,024) 5,256 Total $ 6,700 $ (1,421) $ 5,279 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 |
Schedule of Maturities of Long-term Debt [Table Text Block] | The following table summarizes the future principal payments related to our outstanding debt for the period presented below (in thousands): March 31, 2024 2024 $ 420 2025 1,878 2026 4,402 Total $ 6,700 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Lease, Cost | The components of the rent expense are as follows for the periods presented below (in thousands): Three Months Ended March 31, 2024 2023 Operating lease cost $ 446 $ 531 Sublease income (4) (5) Net rent expense $ 442 $ 526 Supplemental cash flow information related to operating leases are as follows for the periods presented below (in thousands): Three Months Ended March 31, 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 500 $ 494 |
Lessee, Operating Lease, Liability, Maturity | Future minimum commitments over the life of all operating leases, which exclude variable rent payments, are as follows for the period presented below (in thousands): March 31, 2024 2024 $ 1,505 2025 1,679 2026 1,217 2027 1,000 2028 995 Thereafter 855 Total minimum lease payments 7,251 Less: imputed interest (1,460) Total lease liabilities $ 5,791 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 periods presented below (in thousands, except per share amounts): Three Months Ended March 31, 2024 2023 Basic: Net (loss) income $ (308) $ 339 Weighted-average shares of common stock outstanding 25,334 20,347 Basic (loss) income per share $ (0.01) $ 0.02 Diluted: Net (loss) income $ (308) $ 339 Weighted-average shares of common stock outstanding 25,334 21,041 Diluted (loss) income per share $ (0.01) $ 0.02 |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 |
Subsidiary, Sale of Stock [Line Items] | |||
Cash and cash equivalents | $ 23,166 | $ 30,317 | $ 21,438 |
BUSINESS COMBINATIONS AND ASS_2
BUSINESS COMBINATIONS AND ASSET ACQUISITIONS (Details) - USD ($) shares in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Jan. 31, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | Feb. 22, 2024 | Oct. 01, 2023 | Jun. 30, 2023 | |
Asset Acquisition [Line Items] | ||||||
Repayments of Subordinated Debt | $ 232 | |||||
Asset Acquisition, Contingent Consideration, Liability | $ 587 | |||||
PeopleStrategy | ||||||
Asset Acquisition [Line Items] | ||||||
Notes Payable | $ 1,000 | |||||
Asset Acquisition, Consideration Transferred | 6,000 | |||||
Payments to Acquire Productive Assets | 500 | |||||
Asset Acquisition, Consideration Transferred, Equity Interest Issued and Issuable | $ 4,500 | |||||
Stock issued upon acquisition (in Shares) | 450 | |||||
Debt Instrument, Face Amount | $ 1,000 | |||||
Webb Payroll | ||||||
Asset Acquisition [Line Items] | ||||||
Notes Payable | $ 1,500 | |||||
Asset Acquisition, Consideration Transferred | $ 8,391 | |||||
Payments to Acquire Productive Assets | $ 6,891 | |||||
Debt Instrument, Face Amount | $ 1,500 |
INVESTMENTS AND FAIR VALUE ME_3
INVESTMENTS AND FAIR VALUE MEASUREMENTS - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - Recurring - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Funds held for clients | ||
Total | $ 75,048 | $ 75,201 |
Money market funds | ||
Funds held for clients | ||
Funds held for clients | 2,316 | 3,431 |
Available-for-sale securities | ||
Funds held for clients | ||
Funds held for clients | 72,732 | 71,770 |
Level 1 | ||
Funds held for clients | ||
Total | 2,316 | 3,431 |
Level 1 | Money market funds | ||
Funds held for clients | ||
Funds held for clients | 2,316 | 3,431 |
Level 1 | Available-for-sale securities | ||
Funds held for clients | ||
Funds held for clients | 0 | 0 |
Level 2 | ||
Funds held for clients | ||
Total | 72,732 | 71,770 |
Level 2 | Money market funds | ||
Funds held for clients | ||
Funds held for clients | 0 | 0 |
Level 2 | Available-for-sale securities | ||
Funds held for clients | ||
Funds held for clients | 72,732 | 71,770 |
Level 3 | ||
Funds held for clients | ||
Total | 0 | 0 |
Level 3 | Money market funds | ||
Funds held for clients | ||
Funds held for clients | 0 | 0 |
Level 3 | Available-for-sale securities | ||
Funds held for clients | ||
Funds held for clients | $ 0 | $ 0 |
INVESTMENTS AND FAIR VALUE ME_4
INVESTMENTS AND FAIR VALUE MEASUREMENTS - Debt Securities, Available-for-sale (Details) $ in Thousands | Mar. 31, 2024 USD ($) security | Dec. 31, 2023 USD ($) security |
Funds Held for Clients | ||
Funds Held For Clients, Restricted Cash, Amortized Cost | $ 2,320 | $ 3,447 |
Funds Held For Clients, Restricted Cash and Debt Securities, Amortized Cost | 76,408 | 76,320 |
Funds Held For Clients, Restricted Cash, Gross Unrealized Gains | 1 | 0 |
Funds Held For Clients, Restricted Cash and Debt Securities, Gross Unrealized Gains | 134 | 260 |
Funds Held For Clients, Restricted Cash, Gross Unrealized Losses | (4) | (16) |
Gross Unrealized Losses | (1,489) | |
Funds Held For Clients, Restricted Cash and Debt Securities, Gross Unrealized Losses | (1,493) | (1,379) |
Funds Held For Clients, Restricted Cash | 2,316 | 3,431 |
Funds Held For Clients, Restricted Cash and Debt Securities | $ 75,048 | $ 75,201 |
Number of securities in unrealized gain position | security | 32 | 54 |
Number of securities in unrealized loss position | security | 141 | 113 |
Individually | ||
Funds Held for Clients | ||
Gross Unrealized Losses | $ (60) | $ (61) |
Aggregate | ||
Funds Held for Clients | ||
Gross Unrealized Losses | (1,363) | |
Certificates of deposit | ||
Funds Held for Clients | ||
Amortized Cost | 842 | 845 |
Gross Unrealized Gains | 2 | 2 |
Gross Unrealized Losses | (1) | (1) |
Aggregate Estimated Fair Value | 843 | 846 |
Corporate debt securities | ||
Funds Held for Clients | ||
Amortized Cost | 66,607 | 67,277 |
Gross Unrealized Gains | 130 | 258 |
Gross Unrealized Losses | (1,232) | (1,090) |
Aggregate Estimated Fair Value | 65,505 | 66,445 |
Municipal bonds | ||
Funds Held for Clients | ||
Amortized Cost | 4,241 | 4,251 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (222) | (239) |
Aggregate Estimated Fair Value | 4,019 | 4,012 |
U.S. Government agency securities | ||
Funds Held for Clients | ||
Amortized Cost | 2,398 | 500 |
Gross Unrealized Gains | 1 | 0 |
Gross Unrealized Losses | (34) | (33) |
Aggregate Estimated Fair Value | 2,365 | 467 |
Available-for-sale securities | ||
Funds Held for Clients | ||
Amortized Cost | 74,088 | 72,873 |
Gross Unrealized Gains | 133 | 260 |
Gross Unrealized Losses | (1,489) | (1,363) |
Aggregate Estimated Fair Value | $ 72,732 | $ 71,770 |
INVESTMENTS AND FAIR VALUE ME_5
INVESTMENTS AND FAIR VALUE MEASUREMENTS - Funds Held For Clients (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 |
Fair Value Disclosures [Abstract] | |||
Cash and cash equivalents held to satisfy client funds obligations | $ 167,076 | $ 147,305 | $ 161,673 |
Short-term marketable securities held to satisfy client funds obligations | 13,881 | 10,042 | |
Long-term marketable securities held to satisfy client funds obligations | 58,851 | 61,728 | |
Total funds held for clients | $ 239,808 | $ 219,075 |
INVESTMENTS AND FAIR VALUE ME_6
INVESTMENTS AND FAIR VALUE MEASUREMENTS - Investments Classified by Contractual Maturity Date (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Fair Value Disclosures [Abstract] | |
One year or less | $ 13,881 |
After one year through five years | 58,851 |
Total | $ 72,732 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Goodwill Acquisitions (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Goodwill [Roll Forward] | |
Beginning Balance | $ 86,011 |
Acquisitions | 0 |
Ending Balance | $ 86,011 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill and Intangible Asset Impairment | $ 0 | |
Amortization of intangible assets | 3,449 | $ 3,302 |
Cost, Amortization | $ 50 | $ 268 |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Intangible Asset Acquisitions (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Finite-Lived Intangible Assets [Roll Forward] | |
Beginning Balance | $ 141,756 |
Acquisitions | 12,376 |
Ending Balance | 154,132 |
Customer relationships | |
Finite-Lived Intangible Assets [Roll Forward] | |
Beginning Balance | 127,843 |
Acquisitions | 12,376 |
Ending Balance | 140,219 |
Developed technology | |
Finite-Lived Intangible Assets [Roll Forward] | |
Beginning Balance | 12,001 |
Acquisitions | 0 |
Ending Balance | 12,001 |
Trade names | |
Finite-Lived Intangible Assets [Roll Forward] | |
Beginning Balance | 880 |
Acquisitions | 0 |
Ending Balance | 880 |
Non-compete agreements | |
Finite-Lived Intangible Assets [Roll Forward] | |
Beginning Balance | 1,032 |
Acquisitions | 0 |
Ending Balance | $ 1,032 |
GOODWILL AND OTHER INTANGIBLE_6
GOODWILL AND OTHER INTANGIBLE ASSETS - Summary of Gross Carrying Amount and Accumulated Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (in Years) | 8 years 4 months 24 days | 8 years 3 months 18 days |
Gross | $ 154,132 | $ 141,756 |
Accumulated Amortization | (83,172) | (79,674) |
Net | $ 70,960 | $ 62,082 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (in Years) | 8 years 7 months 6 days | 8 years 6 months |
Gross | $ 140,219 | $ 127,843 |
Accumulated Amortization | (70,630) | (67,165) |
Net | $ 69,589 | $ 60,678 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (in Years) | 6 years 10 months 24 days | 6 years 10 months 24 days |
Gross | $ 12,001 | $ 12,001 |
Accumulated Amortization | (10,731) | (10,701) |
Net | $ 1,270 | $ 1,300 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (in Years) | 4 years 3 months 18 days | 4 years 3 months 18 days |
Gross | $ 880 | $ 880 |
Accumulated Amortization | (880) | (880) |
Net | $ 0 | $ 0 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (in Years) | 5 years 2 months 12 days | 5 years 2 months 12 days |
Gross | $ 1,032 | $ 1,032 |
Accumulated Amortization | (931) | (928) |
Net | $ 101 | $ 104 |
GOODWILL AND OTHER INTANGIBLE_7
GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Expected Amortization Expense (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 12,047 | |
2025 | 15,292 | |
2026 | 12,177 | |
2027 | 9,983 | |
2028 | 8,537 | |
2029 | 6,694 | |
Thereafter | 6,230 | |
Intangible Asset, Net | $ 70,960 | $ 62,082 |
NOTES PAYABLE - Narrative (Deta
NOTES PAYABLE - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | ||||
Sep. 12, 2023 | Aug. 07, 2023 | Jan. 31, 2023 | Mar. 31, 2024 | Jun. 30, 2023 | |
NOTES PAYABLE (Details) [Line Items] | |||||
Repayments of Subordinated Debt | $ 232 | ||||
Asset Acquisition, Contingent Consideration, Liability | $ 587 | ||||
Final payment fee | $ 1,677 | ||||
Final payment fee, percentage of increase in market capitalization | 1% | ||||
Lenders fee | $ 250 | ||||
debt prepayment penalty, percent | 1% | ||||
PeopleStrategy | |||||
NOTES PAYABLE (Details) [Line Items] | |||||
Notes Payable | $ 1,000 | ||||
USA Payroll | |||||
NOTES PAYABLE (Details) [Line Items] | |||||
Notes Payable | 4,200 | ||||
Webb Payroll | |||||
NOTES PAYABLE (Details) [Line Items] | |||||
Notes Payable | $ 1,500 | ||||
Seller | |||||
NOTES PAYABLE (Details) [Line Items] | |||||
Repayments of Subordinated Debt | 182 | ||||
Claimant | |||||
NOTES PAYABLE (Details) [Line Items] | |||||
Repayments of Subordinated Debt | $ 50 | ||||
Secured Promissory Note | |||||
NOTES PAYABLE (Details) [Line Items] | |||||
Repayments of Debt | $ 30,927 | ||||
Debt Instrument, Repaid, Principal | 30,617 | ||||
Debt Instrument, Non-Utilization Fee And Lender Expense | 5 | ||||
Payment for Debt Extinguishment or Debt Prepayment Cost | $ 306 |
NOTES PAYABLE (Details) - Sched
NOTES PAYABLE (Details) - Schedule of Debt - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | ||
Long-term Debt, Gross | $ 6,700 | $ 5,700 |
Current portion of notes payable | 23 | 27 |
Notes payable, net of current portion | 5,256 | 4,282 |
Short-term Debt | ||
NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | ||
Notes Payable | $ 420 | 420 |
Notes Payable, Other Payables [Member] | ||
NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | ||
Debt Instrument, Maturity Date, Description | 10/31/25 - 9/30/26 | |
Long-term Debt, Gross | $ 6,700 | 5,700 |
Long-term Debt | ||
NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | ||
Notes Payable | $ 6,280 | $ 5,280 |
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 | 5% |
NOTES PAYABLE (Details) - Sch_2
NOTES PAYABLE (Details) - Schedule of Debt and Debt Issuance Costs - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Disclosure [Abstract] | ||
Debt Issuance Costs and Debt Discount, current portion | $ (397) | $ (393) |
Notes payable, net of current portion | 23 | 27 |
Notes payable, net of current portion | (1,024) | (998) |
Notes payable, net of current portion | 5,256 | 4,282 |
Long-term Debt, Gross | 6,700 | 5,700 |
Total Debt Issuance Costs and Debt Discount | (1,421) | (1,391) |
Total notes payable | 5,279 | 4,309 |
NOTES PAYABLE (Details) [Line Items] | ||
Debt Issuance Costs, Gross, Current | $ 397 | $ 393 |
NOTES PAYABLE (Details) - Sch_3
NOTES PAYABLE (Details) - Schedule of Maturities of Long-term Debt - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Disclosure [Abstract] | ||
Long-Term Debt, Maturity, Remainder of Fiscal Year | $ 420 | |
Long-Term Debt, Maturity, Year One | 1,878 | |
Long-Term Debt, Maturity, Year Two | 4,402 | |
Long-term Debt, Gross | $ 6,700 | $ 5,700 |
CONTRACTS WITH CUSTOMERS AND _2
CONTRACTS WITH CUSTOMERS AND REVENUE CONCENTRATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |||
Contract with Customer, Asset, Allowance for Credit Loss | $ 5,108 | $ 4,787 | |
Accounts receivable, net of allowance for credit losses of $5,108 and $4,787 at March 31, 2024 and December 31, 2023, respectively | 15,074 | 14,202 | |
Accrued Sales Commission | 10,378 | $ 10,302 | |
Amortization of Deferred Sales Commissions | 611 | $ 496 | |
Deferred Revenue, Revenue Recognized | 5,118 | 5,613 | |
Revenue, Remaining Performance Obligation, Amount | $ 18,713 | ||
Revenue, Remaining Performance Obligation, Percentage | 76% | ||
Provision for expected losses | $ 46 | $ 652 | |
Accounts Receivable, Allowance for Credit Loss, Writeoff | 3 | ||
Accounts Receivable, Allowance for Credit Loss, Recovery | $ 279 | ||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |||
Revenue from Contract with Customer [Abstract] | |||
Concentration Risk, Benchmark Description | During the three months ended March 31, 2024 and 2023, there were no customers that individually represented 10% or more of consolidated revenue. | During the three months ended March 31, 2024 and 2023, there were no customers that individually represented 10% or more of consolidated revenue. | |
Concentration Risk [Line Items] | |||
Concentration Risk, Benchmark Description | During the three months ended March 31, 2024 and 2023, there were no customers that individually represented 10% or more of consolidated revenue. | During the three months ended March 31, 2024 and 2023, there were no customers that individually represented 10% or more of consolidated revenue. | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||
Revenue from Contract with Customer [Abstract] | |||
Concentration Risk, Benchmark Description | No customer represented more than 10% of our net accounts receivable balance as of March 31, 2024 and December 31, 2023, respectively | No customer represented more than 10% of our net accounts receivable balance as of March 31, 2024 and December 31, 2023, respectively | |
Concentration Risk [Line Items] | |||
Concentration Risk, Benchmark Description | No customer represented more than 10% of our net accounts receivable balance as of March 31, 2024 and December 31, 2023, respectively | No customer represented more than 10% of our net accounts receivable balance as of March 31, 2024 and December 31, 2023, respectively |
LEASES (Details)
LEASES (Details) | Mar. 31, 2024 | Dec. 31, 2023 |
LEASES (Details) [Line Items] | ||
Operating Lease, Weighted Average Discount Rate, Percent | 10% | 10% |
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 | 8 years |
LEASES (Details) - Rent Expense
LEASES (Details) - Rent Expense Components - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Leases [Abstract] | ||
Operating lease cost | $ 446 | $ 531 |
Sublease income | (4) | (5) |
Net rent expense | $ 442 | $ 526 |
LEASES (Details) - Lessee, Oper
LEASES (Details) - Lessee, Operating Lease, Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash outflows from operating leases | $ 500 | $ 494 |
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 | 8 years |
LEASES (Details) - Lessee, Op_2
LEASES (Details) - Lessee, Operating Lease, Liability, Maturity $ in Thousands | Mar. 31, 2024 USD ($) |
Leases [Abstract] | |
Lessee, Operating Lease, Liability, to be Paid, Year One | $ 1,679 |
Lessee, Operating Lease, Liability, to be Paid, Year Two | 1,217 |
Lessee, Operating Lease, Liability, to be Paid, Year Three | 1,000 |
Lessee, Operating Lease, Liability, to be Paid, Year Four | 995 |
Lessee, Operating Lease, Liability, to be Paid, after Year Five | 855 |
Lessee, Operating Lease, Liability, to be Paid, Total | 7,251 |
Lessee, Operating Lease, Liability, Undiscounted Excess Amount | (1,460) |
Operating Lease, Liability | 5,791 |
Lessee, Operating Lease, Liability, to be Paid, Remainder of Fiscal Year | $ 1,505 |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | (26) | (277) |
Share-based compensation | $ 1,902 | $ 1,337 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 166 | 98 |
Stock Issued During Period, Shares, Other | 109 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period | 325 | |
2018 Plan | ||
Share-Based Payment Arrangement [Abstract] | ||
Shares available for issuance | 4,350 | |
Options Outstanding | 2,612 | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 1,040 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 1,040 | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 4,350 | |
Options Outstanding | 2,612 |
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 | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Earnings Per Share [Abstract] | ||
Net (loss) income | $ (308) | $ 339 |
Weighted average shares of common stock outstanding, basic (in shares) | 25,334 | 20,347 |
Basic loss per share (in Dollars per share) | $ (0.01) | $ 0.02 |
Weighted average shares of common stock outstanding, diluted (in shares) | 25,334 | 21,041 |
Diluted loss per share (in Dollars per share) | $ (0.01) | $ 0.02 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | ||
Jun. 30, 2024 | Apr. 30, 2024 | Apr. 19, 2024 | |
Subsequent Event [Line Items] | |||
Aggregate Value of Common Stock and Other Securities Registered for Sale | $ 150,000 | ||
Aggregate Shares of Common Stock and Other Securities Registered for Sale | 1,480 | ||
Aggregate Shares of Common Stock Allocated for Acquisitions | 12,500 | ||
Asset Acquisition, Consideration Transferred | $ 3,000 | ||
Payments to Acquire Productive Assets | $ 2,300 | ||
Debt Instrument, Face Amount | $ 700 | ||
Stock issued upon acquisition (in Shares) | 50 |