Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 06, 2020 | |
Document Information Line Items | ||
Entity Registrant Name | ASURE SOFTWARE, INC. | |
Trading Symbol | ASUR | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 15,907,302 | |
Amendment Flag | false | |
Entity Central Index Key | 0000884144 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 1-34522 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 74-2415696 | |
Entity Address, Address Line One | 3700 N. Capital of Texas Hwy #350 | |
Entity Address, City or Town | Austin | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 78746 | |
City Area Code | 512 | |
Local Phone Number | 437-2700 | |
Title of 12(b) Security | Common Stock, $0.01 par value | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 12,939 | $ 28,826 |
Accounts receivable, net of allowance for doubtful accounts of $885 and $904 at September 30, 2020 and December 31, 2019, respectively | 5,220 | 4,808 |
Inventory | 408 | 656 |
Prepaid expenses and other current assets | 2,558 | 12,218 |
Total current assets before funds held for clients | 21,125 | 46,508 |
Funds held for clients | 199,306 | 137,935 |
Total current assets | 220,431 | 184,443 |
Property and equipment, net | 8,275 | 7,867 |
Goodwill | 71,289 | 68,697 |
Intangible assets, net | 62,055 | 63,850 |
Operating lease assets, net | 6,837 | 6,963 |
Other assets, net | 3,839 | 3,224 |
Total assets | 372,726 | 335,044 |
Current liabilities: | ||
Current portion of notes payable | 10,794 | 2,571 |
Accounts payable | 1,009 | 1,736 |
Accrued compensation and benefits | 3,305 | 3,424 |
Operating lease liabilities, current | 1,779 | 1,575 |
Other accrued liabilities | 791 | 6,556 |
Deferred revenue | 3,585 | 5,500 |
Total current liabilities before client fund obligations | 21,263 | 21,362 |
Client fund obligations | 198,691 | 145,227 |
Total current liabilities | 219,954 | 166,589 |
Long-term liabilities: | ||
Deferred revenue | 161 | 322 |
Deferred tax liability | 362 | 336 |
Notes payable, net of current portion | 12,908 | 24,142 |
Contingent purchase consideration | 2,745 | 0 |
Operating lease liabilities, noncurrent | 5,844 | 5,937 |
Other liabilities | 656 | 139 |
Total long-term liabilities | 22,676 | 30,876 |
Total liabilities | 242,630 | 197,465 |
Stockholders’ equity: | ||
Preferred stock, $.01 par value; 1,500 shares authorized; none issued or outstanding | 0 | 0 |
Common stock, $.01 par value; 44,000 and 22,000 shares authorized; 16,225 and 16,098 shares issued, 15,900 and 15,714 shares outstanding at September 30, 2020 and December 31, 2019, respectively | 163 | 161 |
Treasury stock at cost, 384 shares at September 30, 2020 and December 31, 2019 | (5,017) | (5,017) |
Additional paid-in capital | 398,449 | 396,102 |
Accumulated deficit | (264,112) | (253,642) |
Accumulated other comprehensive income (loss) | 613 | (25) |
Total stockholders’ equity | 130,096 | 137,579 |
Total liabilities and stockholders’ equity | $ 372,726 | $ 335,044 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts (in Dollars) | $ 885 | $ 904 |
Preferred stock par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 1,500,000 | 1,500,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 44,000,000 | 22,000,000 |
Common stock, shares issued | 16,225,000 | 16,098,000 |
Common stock, shares outstanding | 15,900,000 | 15,714,000 |
Treasury stock, shares | 384,000 | 384,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenue: | ||||
Revenue | $ 16,015 | $ 17,854 | $ 49,076 | $ 55,538 |
Cost of Sales | 6,942 | 7,086 | 20,807 | 20,399 |
Gross profit | 9,073 | 10,768 | 28,269 | 35,139 |
Operating expenses: | ||||
Sales and marketing | 3,573 | 3,245 | 9,916 | 9,008 |
General and administrative | 5,947 | 6,972 | 17,580 | 21,779 |
Research and development | 1,805 | 1,271 | 4,356 | 3,561 |
Amortization of intangible assets | 2,424 | 2,322 | 7,123 | 7,143 |
Total operating expenses | 13,749 | 13,810 | 38,975 | 41,491 |
Loss from operations | (4,676) | (3,042) | (10,706) | (6,352) |
Interest (expense) income and other, net | (408) | (2,712) | 302 | (8,495) |
Loss from continuing operations before income taxes | (5,084) | (5,754) | (10,404) | (14,847) |
Income tax (benefit) expense | (325) | (130) | 71 | 512 |
Loss from continuing operations | (4,759) | (5,624) | (10,475) | (15,359) |
Discontinued operations | ||||
Income from operations of discontinued operations | 0 | 2,126 | 0 | 4,030 |
Income tax benefit | 0 | (142) | 0 | (112) |
Gain on discontinued operations, net of taxes | 0 | 2,268 | 0 | 4,142 |
Net loss | (4,759) | (3,356) | (10,475) | (11,217) |
Other comprehensive income: | ||||
Unrealized gain on marketable securities | 16 | (4) | 643 | 22 |
Foreign currency translation loss | 0 | (514) | 0 | (560) |
Comprehensive loss | $ (4,743) | $ (3,874) | $ (9,832) | $ (11,755) |
Basic and diluted loss per share from continuing operations | ||||
Basic (in Dollars per share) | $ (0.30) | $ (0.36) | $ (0.66) | $ (0.99) |
Diluted (in Dollars per share) | (0.30) | (0.36) | (0.66) | (0.99) |
Basic and diluted loss per share | ||||
Basic (in Dollars per share) | (0.30) | (0.22) | (0.66) | (0.72) |
Diluted (in Dollars per share) | $ (0.30) | $ (0.22) | $ (0.66) | $ (0.72) |
Weighted average basic and diluted shares | ||||
Basic (in Shares) | 15,873,000 | 15,565,000 | 15,793,000 | 15,472,000 |
Diluted (in Shares) | 15,873,000 | 15,565,000 | 15,793,000 | 15,472,000 |
Recurring [Member] | ||||
Revenue: | ||||
Revenue | $ 15,273 | $ 17,014 | $ 47,442 | $ 53,429 |
Professional Services Revenue [Member] | ||||
Revenue: | ||||
Revenue | $ 742 | $ 840 | $ 1,634 | $ 2,109 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
BALANCE at Dec. 31, 2018 | $ 157 | $ (5,017) | $ 391,927 | $ (283,643) | $ (906) | $ 102,518 |
BALANCE (in Shares) at Dec. 31, 2018 | 15,282,000 | |||||
Stock issued upon acquisition | $ 1 | 554 | 555 | |||
Stock issued upon acquisition (in Shares) | 123,000 | |||||
Share based compensation | 611 | 611 | ||||
Net loss | (2,894) | (2,894) | ||||
Other comprehensive income (loss) | 267 | 267 | ||||
BALANCE at Mar. 31, 2019 | $ 158 | (5,017) | 393,092 | (286,537) | (639) | 101,057 |
BALANCE (in Shares) at Mar. 31, 2019 | 15,405,000 | |||||
BALANCE at Dec. 31, 2018 | $ 157 | (5,017) | 391,927 | (283,643) | (906) | 102,518 |
BALANCE (in Shares) at Dec. 31, 2018 | 15,282,000 | |||||
Net loss | (11,217) | |||||
BALANCE at Sep. 30, 2019 | $ 160 | (5,017) | 394,810 | (294,860) | (1,444) | 93,649 |
BALANCE (in Shares) at Sep. 30, 2019 | 15,586,000 | |||||
BALANCE at Mar. 31, 2019 | $ 158 | (5,017) | 393,092 | (286,537) | (639) | 101,057 |
BALANCE (in Shares) at Mar. 31, 2019 | 15,405,000 | |||||
Stock issued upon option exercise and vesting of restricted stock units | $ 1 | 466 | 467 | |||
Stock issued upon option exercise and vesting of restricted stock units (in Shares) | 93,000 | |||||
Stock issued, ESPP | 255 | 255 | ||||
Stock issued, ESPP (in Shares) | 53,000 | |||||
Share based compensation | 392 | 392 | ||||
Net loss | (4,967) | (4,967) | ||||
Other comprehensive income (loss) | (287) | (287) | ||||
BALANCE at Jun. 30, 2019 | $ 159 | (5,017) | 394,205 | (291,504) | (926) | 96,917 |
BALANCE (in Shares) at Jun. 30, 2019 | 15,551,000 | |||||
Stock issued upon option exercise and vesting of restricted stock units | $ 1 | 28 | $ 29 | |||
Stock issued upon option exercise and vesting of restricted stock units (in Shares) | 35,000 | 5,000 | ||||
Share based compensation | 577 | $ 577 | ||||
Net loss | (3,356) | (3,356) | ||||
Other comprehensive income (loss) | (518) | (518) | ||||
BALANCE at Sep. 30, 2019 | $ 160 | (5,017) | 394,810 | (294,860) | (1,444) | 93,649 |
BALANCE (in Shares) at Sep. 30, 2019 | 15,586,000 | |||||
BALANCE at Dec. 31, 2019 | $ 161 | (5,017) | 396,102 | (253,642) | (25) | 137,579 |
BALANCE (in Shares) at Dec. 31, 2019 | 15,714,000 | |||||
Stock issued upon option exercise and vesting of restricted stock units | 106 | 106 | ||||
Stock issued upon option exercise and vesting of restricted stock units (in Shares) | 29,000 | |||||
Share based compensation | 438 | 438 | ||||
Net loss | (1,767) | (1,767) | ||||
Other comprehensive income (loss) | 65 | 65 | ||||
BALANCE at Mar. 31, 2020 | $ 161 | (5,017) | 396,646 | (255,409) | 40 | 136,421 |
BALANCE (in Shares) at Mar. 31, 2020 | 15,743,000 | |||||
BALANCE at Dec. 31, 2019 | $ 161 | (5,017) | 396,102 | (253,642) | (25) | 137,579 |
BALANCE (in Shares) at Dec. 31, 2019 | 15,714,000 | |||||
Net loss | (10,475) | |||||
BALANCE at Sep. 30, 2020 | $ 163 | (5,017) | 398,449 | (264,112) | 613 | 130,096 |
BALANCE (in Shares) at Sep. 30, 2020 | 15,900,000 | |||||
BALANCE at Mar. 31, 2020 | $ 161 | (5,017) | 396,646 | (255,409) | 40 | 136,421 |
BALANCE (in Shares) at Mar. 31, 2020 | 15,743,000 | |||||
Stock issued upon option exercise and vesting of restricted stock units | $ 1 | 301 | 302 | |||
Stock issued upon option exercise and vesting of restricted stock units (in Shares) | 66,000 | |||||
Stock issued, ESPP | 157 | 157 | ||||
Stock issued, ESPP (in Shares) | 32,000 | |||||
Share based compensation | 588 | 588 | ||||
Net loss | (3,944) | (3,944) | ||||
Other comprehensive income (loss) | 562 | 562 | ||||
BALANCE at Jun. 30, 2020 | $ 162 | (5,017) | 397,692 | (259,353) | 602 | 134,086 |
BALANCE (in Shares) at Jun. 30, 2020 | 15,841,000 | |||||
Stock issued upon option exercise and vesting of restricted stock units | $ 1 | 50 | $ 51 | |||
Stock issued upon option exercise and vesting of restricted stock units (in Shares) | 59,000 | 14,173 | ||||
Share based compensation | 707 | $ 707 | ||||
Net loss | (4,759) | (4,759) | ||||
Other comprehensive income (loss) | 11 | 11 | ||||
BALANCE at Sep. 30, 2020 | $ 163 | $ (5,017) | $ 398,449 | $ (264,112) | $ 613 | $ 130,096 |
BALANCE (in Shares) at Sep. 30, 2020 | 15,900,000 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (10,475) | $ (11,217) |
Adjustments to reconcile loss to net cash (used in) provided by operations: | ||
Depreciation and amortization | 12,046 | 11,594 |
Amortization of debt financing costs and discount | 348 | 1,178 |
Provision for (recovery of) doubtful accounts | 317 | (414) |
Provision for deferred income taxes | 26 | 468 |
Gain on modification of debt | (123) | 0 |
Share-based compensation | 1,733 | 1,580 |
Loss on disposals of fixed assets | 55 | 83 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,451 | 2,930 |
Inventory | 137 | (2,062) |
Prepaid expenses and other assets | (766) | 16 |
Accounts payable | (726) | (598) |
Accrued expenses and other long-term obligations | (2,482) | 217 |
Operating lease liabilities | (1,182) | 0 |
Deferred revenue | (2,076) | 148 |
Net cash (used in) provided by operating activities | (1,717) | 3,923 |
Cash flows from investing activities: | ||
Acquisitions, net of cash acquired | (6,994) | (7,443) |
Acquisition of intangible asset | (1,823) | 0 |
Purchases of property and equipment | (859) | (1,159) |
Software capitalization costs | (1,904) | (3,207) |
Net change in funds held for clients | (53,107) | 48,361 |
Net cash (used in) provided by investing activities | (64,687) | 36,552 |
Cash flows from financing activities: | ||
Proceeds from notes payable | 8,856 | 8,000 |
Payments of notes payable | (12,171) | (4,638) |
Proceeds from revolving line of credit | 0 | 8,000 |
Payments of revolving line of credit | 0 | (4,000) |
Debt financing fees | (249) | (1,102) |
Payments of finance leases | 0 | (102) |
Net proceeds from issuance of common stock | 616 | 496 |
Net change in client fund obligations | 53,465 | (49,964) |
Net cash provided by (used in) financing activities | 50,517 | (43,310) |
Effect of foreign exchange rates | 0 | (33) |
Net increase (decrease) in cash and cash equivalents | (15,887) | (2,868) |
Cash and cash equivalents at beginning of period | 28,826 | 15,444 |
Cash and cash equivalents at end of period | 12,939 | 12,576 |
Cash paid for: | ||
Interest | 967 | 6,581 |
Income taxes | 3,469 | 31 |
Non-cash Investing and Financing Activities: | ||
Subordinated notes payable –acquisitions | 0 | 2,000 |
Equity issued in connection with acquisitions | $ 0 | $ 555 |
THE COMPANY AND BASIS OF PRESEN
THE COMPANY AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | NOTE 1 – THE COMPANY AND BASIS OF PRESENTATION Asure Software, Inc., (“Asure”, the “Company”, “we” and “our”), a Delaware Corporation, is a leading provider of Human Capital Management (“HCM”). Asure facilitates the growth of small and mid-sized companies by helping them (i) build better teams with skills that get them to the next level, (ii) stay compliant with ever changing federal, state, and local tax jurisdictions and labor laws, and (iii) allocate more resources to support growth rather than back-office overhead that suffocates growth. Asure’s HCM suite, named AsureHCM, includes cloud-based Payroll & Tax, Human Resources ("HR"), and Time & Attendance software as well as HR Services ranging from HR projects to completely outsourcing payroll and HR staff. We develop, market, sell and support our offerings across North America through our principal office in Austin, Texas and from our processing hubs in California, Tennessee, Nebraska, New York, Florida, Vermont, and Washington. In December 2019, we completed the sale of the assets of our Workspace Management business for an aggregate purchase price of approximately $121,500 in cash. We used the proceeds to pay down debt. In July 2020 we finalized our working capital adjustment and received escrow funds of $1,687. For further information regarding the transaction, see Note 10 to the accompanying consolidated financial statements. In July 2020, we acquired certain assets of a payroll tax business. The initial Purchase price for the assets was $4.25 million, which we paid cash at closing. The seller will be paid additional consideration for the assets based on the trailing twelve-month revenue at each of April 30, 2021 and October 31, 2021. Contingent purchase consideration, if any, will generally be made by May 30, 2021 and December 30, 2021. We have prepared the accompanying unaudited condensed consolidated financial statements in accordance with the rules and regulations of the Securities and Exchange Commission and accordingly, they do not include all information and footnotes required under U.S. generally accepted accounting principles ("U.S. GAAP") for complete financial statements. Certain reclassifications were made to conform to the current period presentation in the condensed consolidated statements of comprehensive loss. These reclassifications include a change in the presentation of revenues. In the opinion of management, these interim financial statements contain all adjustments, consisting of normal, recurring adjustments, necessary for a fair presentation of our financial position as of September 30, 2020 and the results of operations, statements of changes in stockholders' equity for the three and nine months ended September 30, 2020 and September 30, 2019, and our statements of cash flows for the nine months ended September 30, 2020 and September 30, 2019. These condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto filed with the Securities and Exchange Commission in our annual report on Form 10-K for the fiscal year ended December 31, 2019. The results for the interim periods are not necessarily indicative of results for a full fiscal year. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES 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, useful lives of fixed assets, the determination of the fair value of its long-lived assets, and the fair value of assets acquired and liabilities assumed during acquisitions. We base our estimates on historical experience and on various other assumptions management believes reasonable under the given circumstances. These estimates could be materially different under different conditions and assumptions. Additionally, the actual amounts could differ from the estimates made. Management periodically evaluates estimates used in the preparation of the consolidated financial statements for continued reasonableness. We make appropriate adjustments, if any, to the estimates used prospectively based upon such periodic evaluation. SIGNIFICANT RISKS AND UNCERTAINTIES The COVID-19 pandemic has resulted in a global economic slowdown and disruptions that have and could continue to negatively impact our business. The pandemic and numerous measures implemented to contain the virus such as business shutdowns, shelter-in-place orders and travel bans and restrictions have caused businesses, especially small and medium sized businesses some of whom are our customers, to reduce headcount or cease operations as customer demand decreased. Given the economic slowdown and other risks and uncertainties associated with the pandemic, we expect that our business, financial condition, results of operations and growth prospects will be adversely affected in the future. Our business is impacted by employment levels as we have contracts that charge clients on a per-employee basis. In addition, the conditions caused by the COVID-19 pandemic could adversely affect our customers’ ability or willingness to purchase our offerings, delay prospective customers’ purchasing decisions, delay the provisioning of our offerings, lengthen payment terms, reduce the value or duration of customer subscription contracts, or affect attrition rates, all of which could adversely affect our future sales, operating results and overall financial performance. The duration and extent of the impact from the COVID-19 pandemic depends on future developments that cannot be accurately predicted at this time, such as the severity and transmission rate of the virus, the extent and effectiveness of containment actions and the impact of these and other factors on our employees, customers, partners and vendors. If we are not able to respond to and manage the impact of such events effectively, our business will be harmed. RECENT ACCOUNTING PRONOUNCEMENTS In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-13, Fair Value Measurement In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40). Standards Yet to Be Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses. ASU 2016-13 requires organizations to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. As we are a smaller reporting company, ASU 2016-13 is effective for us beginning January 1, 2023. We are currently evaluating the impact, if any, the adoption will have on our financial position and results of operations. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes CONTINGENCIES Although we have been, and in the future may be, the defendant or plaintiff in various actions arising in the normal course of business, as of September 30, 2020, we were not a party to any pending legal proceedings that are material to our business. |
INVESTMENTS AND FAIR VALUE MEAS
INVESTMENTS AND FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | NOTE 3 – INVESTMENTS AND FAIR VALUE MEASUREMENTS As of September 30, 2020, and December 31, 2019, funds held for clients invested in available-for-sale securities consisting of government and commercial bonds, including mortgage-backed securities, amounted to $26,958 and $24,136, respectively. As of September 30, 2020, and December 31, 2019, funds held for clients invested in money market funds and other cash equivalents amounted to $37,265 and $48,500, respectively. Additionally, as of September 30, 2020, we had $8,248 of operating funds in money market funds, classified as cash equivalents. Cash equivalents as of December 31, 2019 were not material. Investments classified as available-for-sale consisted of the following: September 30, 2020 Amortized Gross (1) Gross (1) Aggregate Funds Held for Clients (2) Certificates of deposit $ 8,844 $ 233 $ - $ 9,077 Corporate debt securities 9,438 288 - 9,726 Municipal bonds 7,561 101 (7 ) 7,655 US Government agency securities - - - - Asset-backed securities 498 2 - 500 Total $ 26,341 $ 624 $ (7 ) $ 26,958 December 31, 2019 Amortized Gross (1) Gross (1) Aggregate Funds Held for Clients (2) Certificates of deposit $ 8,828 $ 11 $ - $ 8,839 Corporate debt securities 6,883 6 (9 ) 6,880 Municipal bonds 6,383 6 (7 ) 6,382 US Government agency securities 1,000 - - 1,000 Asset-backed securities 1,067 - (32 ) 1,035 Total $ 24,161 $ 23 $ (48 ) $ 24,136 (1) Unrealized gains and losses on available-for-sale securities are included as a component of comprehensive loss. As of September 30, 2020 and December 31, 2019, there were 74 and 53 securities, respectively, in an unrealized gain position and there were 1 and 18 (2) At September 30, 2020 and December 31, 2019, none of these securities were classified as cash and cash equivalents on the accompanying condensed consolidated balance sheets. Expected maturities of available-for-sale securities as of September 30, 2020 are as follows: Expected Maturities Amount One year or less $ 5,695 After one year through five years 21,263 After five years through 10 years - After 10 years - $ 26,958 In July 2020, we acquired certain assets of a payroll tax business. The initial Purchase price for the assets was $4.25 million, which we paid cash at closing. The seller will be paid additional consideration for the assets based on the trailing twelve-month revenue at each of April 30, 2021 and October 31, 2021. Contingent purchase consideration, if any, will generally be made by May 30, 2021 and December 30, 2021. The payment of the contingent consideration paid will be contingent on certain thresholds set forth in the asset purchase agreement. We utilized a Monte Carlo simulation to determine the fair value of the contingent consideration. There was no adjustment to the fair value of the contingent consideration at September 30, 2020. Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures ASC 820 establishes a three-tier fair value hierarchy, which is based on the reliability of the inputs used in measuring fair values. These tiers include: Level 1: Quoted prices in active markets for identical Level 2: Quoted prices in active markets for similar Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The following table presents the fair value hierarchy for our financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2020 and December 31, 2019, respectively: September 30, 2020 Total Carrying Value Quoted Prices in Active Market Significant Other Observable Inputs Significant Unobservable Inputs Assets: Cash equivalents Money market funds $ 8,248 $ 8,248 $ - $ - Funds held for clients Money market funds 37,265 37,265 - - Available-for-sale securities 26,958 - 26,958 - Total $ 72,471 $ 45,513 $ 26,958 $ - Liabilities: Contingent purchase consideration $ - $ - $ - $ 2,745 Total $ - $ - $ - $ 2,745 December 31, 2019 Total Carrying Value Quoted Prices in Active Market Significant Other Observable Inputs Significant Unobservable Inputs Assets: Funds held for clients Money market funds $ 48,500 $ 48,500 $ - $ - Available-for-sale securities 24,136 - 24,136 - Total $ 72,636 $ 48,500 $ 24,136 $ - |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | NOTE 4 – GOODWILL AND OTHER INTANGIBLE ASSETS As of September 30, 2020 and December 31, 2019, goodwill was $71,289 and $68,697, respectively, which is net of the $35,060 impairment loss recognized in the fourth quarter of 2019. The Company evaluates the recoverability of goodwill annually and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. As of September 30, 2020, there has been no impairment of goodwill based on the quantitative assessments performed by the Company. The following table summarizes the changes in our goodwill: Balance at December 31, 2019 $ 68,697 Acquisition 2,592 Balance at September 30, 2020 $ 71,289 The gross carrying amount and accumulated amortization of our intangible assets as of September 30, 2020 and December 31, 2019 are as follows: September 30, 2020 Intangible Assets Weighted Average Gross Accumulated Net Customer relationships 8.9 $ 83,111 $ (26,575 ) $ 56,536 Developed technology 6.6 12,001 (7,230 ) 4,771 Reseller relationships 7.0 853 (853 ) - Trade names 3.0 780 (254 ) 526 Noncompete agreements 5.2 1,032 (810 ) 222 8.5 $ 97,777 $ (35,722 ) $ 62,055 December 31, 2019 Intangible Assets Weighted Average Gross Accumulated Net Customer relationships 8.9 $ 78,558 $ (19,757 ) $ 58,801 Developed technology 6.0 10,001 (6,004 ) 3,997 Reseller relationships 7.0 853 (853 ) - Trade names 3.0 780 (78 ) 702 Noncompete agreements 5.2 1,032 (682 ) 350 8.5 $ 91,224 $ (27,374 ) $ 63,850 We record amortization 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 $2,424 and $2,322, for the three months ended September 30, 2020 and 2019, respectively. Amortization expenses recorded in Cost of Sales were $397 and $417 for the three months ended September 30, 2020 and 2019, respectively. Amortization expenses recorded in Operating Expenses were $7,123 and $7,143, for the nine months ended September 30, 2020 and 2019, respectively. Amortization expenses recorded in Cost of Sales were $1,225 and $1,137 for the nine months ended September 30, 2020 and 2019, respectively. There is no impairment of intangibles during the nine months ended September 30, 2020 based on the qualitative assessment performed by the Company. The following table summarizes the future estimated amortization expense relating to our intangible assets as of September 30, 2020: Calendar Years Amount 2020 (September to December) $ 2,803 2021 11,048 2022 10,514 2023 9,389 2024 9,162 Thereafter 19,139 $ 62,055 |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | NOTE 5 – NOTES PAYABLE The following table summarizes our outstanding debt as of the dates indicated: 1 Maturity Stated Interest Rate September 30, 2020 December 31, 2019 Subordinated Notes Payable – acquisitions 1/1/2021 – 7/1/2021 2.00% - 3.00 % $ 5,271 $ 7,185 PPP Loan – Pinnacle Bank 4/15/2022 1.00 % 8,856 - Term Loan – Wells Fargo Syndicate Partner 12/31/2024 5.25 % 9,938 20,000 Total Notes Payable $ 24,065 $ 27,185 Short-term Notes Payable 10,901 2,696 Long-term Notes Payable $ 13,164 $ 24,489 (1) Information presented in this table, the table that immediately follows and the last table in this footnote includes principal and interest due under the terms of a promissory note with Pinnacle Bank. This loan was issued to us in connection with the Paycheck Protection Program pursuant to Title I of the Coronavirus Aid, Relief and Economic Security Act. Under the terms of the Paycheck Protection Program, the principal balance and interest due under the promissory note will be forgiven if we meet certain conditions related to the use of the loan proceeds. Under the terms of our promissory note with Pinnacle Bank, we would begin making payments on this promissory note in November 2020; however, the Small Business Administration has issued guidance that defers all payments that would be owed on this loan until after the Small Business Administration makes a decision on our loan forgiveness application. While we expect that the entire loan will be forgiven, we cannot be certain that the Small Business Administration will grant forgiveness of our entire loan. If we do not receive forgiveness of our entire loan, we will be obligated to start making payments on the portion of the principal and interest that is not forgiven so that it will be fully repaid no later than April 15, 2022, unless we are able to negotiate new payment terms with Pinnacle Bank. The following table summarizes the debt issuance costs as of the dates indicated: September 30, 2020 Gross Notes Payable Debt Issuance Costs and Debt Discount Net Notes Payable Notes payable, current portion 1 $ 10,901 $ (107 ) $ 10,794 Notes payable, net of current portion 2 13,164 (256 ) 12,908 Total $ 24,065 $ (363 ) $ 23,702 (1) Net Notes Payable includes $5,379 of Gross Notes Payables and $0 Debt Issuance Cost and Debt Discount related to our PPP loan with Pinnacle Bank, all or a portion of which we expect will be forgiven and for which we are not obligated to make any payments until the Small Business Administration has made a decision regarding our application for loan forgiveness. (2) Net Notes Payable, includes $3,477 of Gross Notes Payables and $0 Debt Issuance Cost and Debt Discount related to our PPP loan with Pinnacle Bank, all or a portion of which we expect will be forgiven and for which we are not obligated to make payments until the Small Business Administration has made a decision regarding our application for loan forgiveness. December 31, 2019 Gross Notes Payable Debt Issuance Costs and Debt Discount Net Notes Payable Notes payable, current portion $ 2,696 $ (125 ) $ 2,571 Notes payable, net of current portion 24,489 (347 ) 24,142 Total $ 27,185 $ (472 ) $ 26,713 The following table summarizes the future principal payments related to our outstanding debt as of September 30, 2020: Year Ending Amount 2020 1 $ 1,001 2021 1 11,450 2022 1 2,489 2023 500 2024 8,625 Total $ 24,065 (1) Includes $8,856 of principal payments related to our PPP loan with Pinnacle Bank, all or a portion of which we expect will be forgiven and for which we are not obligated to make any payments until the Small Business Administration has made a decision regarding our application for loan forgiveness. We expect to make our forgiveness application in the fourth quarter of 2020. Given this, we expect that payments we may owe, if any, would not start until second quarter of 2021. Senior Credit Facility with Wells Fargo N.A. In March 2014, we entered into a credit agreement (the “Credit Agreement”) with Wells Fargo, as administrative agent, and the lenders that are party thereto. The Credit Agreement contains customary events of default, including, among others, payment defaults, covenant defaults, judgment defaults, bankruptcy and insolvency events, cross defaults to certain indebtedness, incorrect representations or warranties, and change of control. In some cases, the defaults are subject to customary notice and grace period provisions. In March 2014 and in connection with the Credit Agreement, we and our wholly owned active subsidiaries entered into a Guaranty and Security Agreement with Wells Fargo Bank. Under the Guaranty and Security Agreement, we and each of our wholly owned active subsidiaries have guaranteed all obligations under the Credit Agreement and granted a security interest in substantially all of our and our subsidiaries’ assets. The Credit Agreement has been amended and restated multiple times, with the most recent amendment and restatement effective December 31, 2019. As described below, the Credit Agreement was also amended, but not restated, on August 10, 2020. Following the amendment and restatement on December 31, 2019, the Credit Agreement provided for $20,000 in term loans and a $10,000 revolver and provided for new applicable margin rates for determining the interest payable on loans and amended certain of our financial covenants, including adding a covenant based on achieving EBITDA of at least $3,750 for the three months ended March 31, 2020, $4,850 for the six months ended June 30, 2020 and $5,950 for the nine months ended September 30, 2020, which covenant was in lieu of a leverage covenant calculated at March 31, 2020, June 30, 2020 and September 30, 2020. On July 7, 2020, our senior lender identified certain events of default under our Credit Agreement and reserved their rights to pursue their remedies as a result of the events of default. Then, on July 10, 2020, our senior lender issued a reservation of rights letter related to these events of default. The primary event of default that triggered the reservation of rights letter was our failure to achieve Minimum EBITDA of $3,750 for the first quarter ending March 31, 2020, as required under Section 7 of the Credit Agreement, which failure was a result of impacts to our business driven primarily by COVID-19. This covenant was set in December 31, 2019, before the Covid-19 pandemic and its possible effects on our business were known to our senior lender or us. The other events of default our lender identified were technical defaults resulting from the fact that we were either unaware that our senior lender was considering the failure to achieve Minimum EBITDA an event of default as of May 11, 2020 or because we were unaware that the senior lender was still requiring that we provide certain requested documents in connection with our banking relationship. Under the reservation of rights letter, the senior lender began accruing default interest from May 11, 2020. On August 10, 2020, we entered into a waiver and amendment to our Credit Agreement and our Amended and Restated Guaranty and Security Agreement (the “Amendment”). The Credit Agreement now provides for $10,000 in term loans and a $5,000 revolver and required that we make a principal payment of $9,750 on our outstanding term loans and reduce future availability on our revolver by $5,000. The outstanding principal balance and all accrued and unpaid interest on the term loans is due on December 31, 2024. The Amendment provides for an accordion feature to our term loan that would allow us to borrow up to an additional $15,000 in term loans subject to certain conditions following the Covenant Conversion Date. The Amendment also reset our financial covenants. The Amendment does not require that we meet our fixed charge ratio or leverage ratio covenant until the Covenant Conversion Date. The Coverage Conversion Date is the earlier of August 10, 2022 or the date in which we have satisfied the fixed charge coverage ratio and leverage ratio for two consecutive reporting periods. Until such time, we are only obligated to comply with our minimum EBITDA and minimum recurring revenue covenants. We expect to be in compliance with these amended financial covenants over the next twelve months. As of September 30, 2020, and December 31, 2019, no amount was outstanding and $4,500 and $10,000, respectively, was available for borrowing under the revolver. PPP Loan In April 2020, Asure entered into a Promissory Note (the “PPP Note”) with Pinnacle Bank as the lender (the “Lender”), pursuant to which the Lender agreed to give us a loan under the Paycheck Protection Program (the "PPP Loan") offered by the U.S. Small Business Administration (the “SBA”) in a principal amount of $8,856 pursuant to Title 1 of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The interest rate on the PPP Note is a fixed rate of 1% per annum. To the extent that the amounts owed under the PPP Loan, or a portion of them, are not forgiven, the Company will be required to make principal and interest payments in monthly installments beginning after the Small Business Administration makes a decision on our forgiveness application. Based on current guidance from the Small Business Administration and assuming we file our forgiveness application in the fourth quarter of 2020, we would not expect to have a decision on our loan forgiveness application from the Small Business Administration until second quarter of 2021. To the extent any portion of the PPP Loan is not forgiven, the PPP Note matures on April 15, 2022. The PPP Note includes events of default. Upon the occurrence of an event of default, the Lender will have the right to exercise remedies against the Company, including the right to require immediate payment of all amounts due under the PPP Note. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 6 – STOCKHOLDERS’ EQUITY Authorized Shares On May 28, 2020, the Company amended its Restated Certificate of Incorporation to increase the total number of authorized shares of capital stock from 23,500,000 to 45,500,000 and the number of authorized shares of common stock from 22,000,000 to 44,000,000. Share Repurchase Program On March 10, 2020, our Board of Directors authorized a new stock repurchase program, under which we may repurchase up to $5,000 of our outstanding common stock. This new stock repurchase program is in addition to the approximately 66,000 shares available under our existing stock repurchase plan. Under this new stock repurchase program, we may repurchase shares in accordance with all applicable securities laws and regulations, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The extent to which we repurchase our shares, and the timing of such repurchases, will depend upon a variety of factors, including market conditions, regulatory requirements and other corporate considerations, as determined by our management. The repurchase program may be extended, suspended or discontinued at any time. We expect to finance the program from existing cash resources. While the program remains in place, there have been no repurchases in 2020 and 2019. Employee Stock Purchase Plan Our Employee Stock Purchase Plan (“Purchase Plan”) was approved by the shareholders in June 2017. The Purchase Plan allows all eligible employees to purchase a limited number of shares of our common stock during pre-specified offering periods at a discount established by the Board of Directors, not to exceed 15% of the fair market value of the common stock, at the beginning or end of the offering period (whichever is lower). Under the ESPP, 225,000 shares were originally reserved for issuance. On May 27, 2020, our shareholders increased the number of shares reserved for issuance under the Purchase Plan by an additional 250,000 shares. Accumulated Other Comprehensive Income (Loss) As of September 30, 2020, and December 31, 2019, accumulated other comprehensive income (loss) consisted of net unrealized gains and losses on available-for-sale securities. |
CONTRACTS WITH CUSTOMERS AND RE
CONTRACTS WITH CUSTOMERS AND REVENUE CONCENTRATION | 9 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customer [Text Block] | NOTE 7 – CONTRACTS WITH CUSTOMERS AND REVENUE CONCENTRATION Receivables Receivables from contracts with customers, net of allowance for doubtful accounts of $885 were $5,220 at September 30, 2020. Receivables from contracts with customers, net of allowance for doubtful accounts of $904 were $4,808 at December 31, 2019. As of September 30, 2020, one customer represented 3% of our net accounts receivable balance. No customers represented more than 10% of our net accounts receivable balance as of December 31, 2019. Deferred Commissions Deferred commission costs from contracts with customers were $3,530 and $2,697 at September 30, 2020 and December 31, 2019, respectively. The amount of amortization recognized for the three and nine months ended September 30, 2020 was $220 and $660, respectively and for the three and nine months ended September 30, 2019 was $428 and $1,018, respectively. Deferred Revenue During the three and nine months ended September 30, 2020, revenue of $259 and $3,652, respectively, and the three and nine months ended September 30, 2019, revenue of $429 and $2,643, respectively, was recognized from the deferred revenue balance at the beginning of each period. Transaction Price Allocated to the Remaining Performance Obligations As of September 30, 2020, approximately $24,537 of revenue is expected to be recognized from remaining performance obligations. We expect to recognize revenue on approximately 65% of these remaining performance obligations over the next 12 months, with the balance recognized thereafter. Revenue Concentration During the three and nine months ended September 30, 2020 and 2019, there were no customers that individually represented 10% or more of consolidated revenue. |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2020 | |
Disclosure Text Block [Abstract] | |
Lessor, Operating Leases [Text Block] | NOTE 8 – LEASES We have entered into office space lease agreements, which qualify as operating leases under Topic 842. Under such leases, the lessors receive annual minimum (base) rent. The leases have original terms (excluding extension options) ranging from one to ten years. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. We record base rent expense under the straight-line method over the term of the lease. In the accompanying condensed consolidated statements of comprehensive loss, rent expense is included in operating expenses under selling, general and administrative expenses. The components of the rent expense for the three and nine months ended September 30, 2020 and 2019 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Operating lease cost $ 540 $ 552 $ 1,613 $ 1,694 Sublease income (11 ) (37 ) (107 ) (112 ) Net rent expense $ 529 $ 515 $ 1,506 $ 1,582 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 9% as of September 30, 2020 and December 31, 2019, respectively. The weighted average remaining lease term is five and six years as of September 30, 2020 and December 31, 2019, respectively. Supplemental cash flow information related to operating leases for the nine months ended September 30, 2020 and 2019 follow: Nine Months Ended September 30, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 1,699 $ 1,743 Non-cash operating activities: Operating lease assets obtained in exchange for new operating lease liabilities $ 1,052 $ 8,093 Future minimum commitments over the life of all operating leases, which exclude variable rent payments, are as follows: Year Ending December 31 Operating Leases 2020 (remainder) $ 578 2021 2,354 2022 1,837 2023 1,142 2024 1,022 Thereafter 2,630 Total minimum lease payments 9,563 Less imputed interest (1,940 ) Total lease liabilities $ 7,623 |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2020 | |
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 shareholders, replaced our 2009 Equity Incentive Plan, as amended (the “2009 Plan”), however, the terms and conditions of the 2009 Plan continues to govern any outstanding awards previously granted under the 2009 Plan. The number of shares available for issuance under the 2018 Plan is equal to the sum of (i) 2,350,000 shares, and (ii) any shares subject to issued and outstanding awards under the 2009 Plan as of the effective date of the 2018 Plan that expire, are canceled or otherwise terminate following the effective date of the 2018 Plan. We have outstanding options to purchase 1,388,077 shares at a weighted average exercise price of $7.78. During the three and nine months ending September 30, 2020 we issued 123,500 and 668,000 of employee stock options, respectively. The weighted average exercise price of these awards was $6.86 and $6.46 for the three and nine months ended September 30, 2020, respectively, these awards will vest over a three-year period. We also had 497,913 outstanding restricted stock units as of September 30, 2020. In December 2019, we offered to exchange certain outstanding options to purchase shares of our common stock previously granted under the 2009 Plan and the 2018 Plan that have an exercise price per share higher than the greater of $8.50 or the closing trading price of our common stock on the offer expiration date (“eligible options”) for new RSUs to be granted under the 2018 Plan. The offer exchange program was approved by our board of directors and by our shareholders earlier in 2019. Under the offer exchange program, every 2.5 shares underlying an eligible option would be exchanged for one new RSU. Upon expiration of the exchange offer in January 2020, we granted 187,000 RSUs in exchange for the cancellation of options to purchase 467,500 shares that were tendered by employees who participated in the offer exchange program. As of September 30, 2020, we had 1,104,614 shares available for grant pursuant to the 2018 Plan. Share based compensation for our stock option plans for the three months ended September 30, 2020 and September 30, 2019 was $707 and $577, respectively and for the nine months ended September 30, 2020 and September 30, 2019 was $1,733 and $1,580, respectively. We issued 14,173 and 5,000 shares of common stock related to exercises of stock options for the three months ended September 30, 2020 and 2019, respectively. We issued 43,901 and 30,000 shares of common stock related to the issuance of vested restricted stock units for the three months ended September 30, 2020 and 2019, respectively. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 9 Months Ended |
Sep. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | NOTE 10 – DISCONTINUED OPERATIONS In December 2019, we sold our Workspace Management business to FM:Systems for approximately $121,500 in cash. We used the proceeds to pay down debt. In July 2020, in connection with finalizing the working capital adjustment, we received the escrow funds. This transaction enabled us to focus on and continue to deliver our HCM solutions to small and mid-size businesses. The table below reflects the operating results of the Workspace Management business reported as discontinued operations during the three and nine months ended September 30, 2019. Three Months Ended Nine Months Ended September 30, 2019 September 30, 2019 Revenue $ 6,705 $ 20,622 Income from discontinued operations $ 2,126 $ 4,030 Income tax benefit (142 ) (112 ) Income from discontinued operations, net of taxes $ 2,268 $ 4,142 The table below reflects the depreciation, amortization, capital expenditures, and significant operating and investing non-cash items of the Workspace Management business reported as discontinued operations during the three and nine months ended September 30, 2019: Three Months Ended Nine Months Ended September 30, 2019 September 30, 2019 Depreciation and amortization $ 511 $ 1,744 Provision for doubtful accounts 31 (103 ) Share based compensation 3 112 Capital expenditures (62 ) (401 ) Software capitalization (300 ) (716 ) |
NET LOSS PER SHARE
NET LOSS PER SHARE | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | NOTE 11 – NET LOSS PER SHARE We compute net loss per share based on the weighted average number of common shares outstanding for the period. Diluted net loss per share reflects the maximum dilution that would have resulted from incremental common shares issuable upon the exercise of stock options. We compute the number of common share equivalents, which includes stock options, using the treasury stock method. We have excluded stock options and restricted stock units of approximately 1,859,000 and 2,063,000 shares for the three and nine months ended September 30, 2020 and 2019, respectively, 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 three and nine months ended September 30, 2020 and September 30, 2019: Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 Numerator: Loss from continuing operations $ (4,759 ) $ (5,624 ) $ (10,475 ) $ (15,359 ) Income from discontinued operations - 2,268 - 4,142 Net income (loss) $ (4,759 ) $ (3,356 ) $ (10,475 ) $ (11,217 ) Denominator: Weighted-average shares of common stock outstanding, basic and diluted 15,873,000 15,565,000 15,793,000 15,472,000 Basic and diluted income (loss) per share Loss per share from continuing operations $ (0.30 ) $ (0.36 ) $ (0.66 ) $ (0.99 ) Income per share from discontinued operations - 0.14 - 0.27 Income (loss) per share $ (0.30 ) $ (0.22 ) $ (0.66 ) $ (0.72 ) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 12 – SUBSEQUENT EVENTS We evaluated subsequent events through the date of the filing of this Quarterly Report on Form 10-Q with the SEC, to ensure that this filing includes appropriate disclosure of events both recognized in the condensed consolidated financial statements as of September 30, 2020, and events which occurred subsequent to September 30, 2020 but were not recognized in the condensed consolidated financial statements. Based on this evaluation, we have determined there were no subsequent events to report. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Use of Estimates, Policy [Policy Text Block] | USE OF ESTIMATES |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | SIGNIFICANT RISKS AND UNCERTAINTIES The COVID-19 pandemic has resulted in a global economic slowdown and disruptions that have and could continue to negatively impact our business. The pandemic and numerous measures implemented to contain the virus such as business shutdowns, shelter-in-place orders and travel bans and restrictions have caused businesses, especially small and medium sized businesses some of whom are our customers, to reduce headcount or cease operations as customer demand decreased. Given the economic slowdown and other risks and uncertainties associated with the pandemic, we expect that our business, financial condition, results of operations and growth prospects will be adversely affected in the future. Our business is impacted by employment levels as we have contracts that charge clients on a per-employee basis. In addition, the conditions caused by the COVID-19 pandemic could adversely affect our customers’ ability or willingness to purchase our offerings, delay prospective customers’ purchasing decisions, delay the provisioning of our offerings, lengthen payment terms, reduce the value or duration of customer subscription contracts, or affect attrition rates, all of which could adversely affect our future sales, operating results and overall financial performance. The duration and extent of the impact from the COVID-19 pandemic depends on future developments that cannot be accurately predicted at this time, such as the severity and transmission rate of the virus, the extent and effectiveness of containment actions and the impact of these and other factors on our employees, customers, partners and vendors. If we are not able to respond to and manage the impact of such events effectively, our business will be harmed. |
New Accounting Pronouncements, Policy [Policy Text Block] | RECENT ACCOUNTING PRONOUNCEMENTS In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-13, Fair Value Measurement In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40). Standards Yet to Be Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses. ASU 2016-13 requires organizations to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. As we are a smaller reporting company, ASU 2016-13 is effective for us beginning January 1, 2023. We are currently evaluating the impact, if any, the adoption will have on our financial position and results of operations. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes |
Commitments and Contingencies, Policy [Policy Text Block] | CONTINGENCIES Although we have been, and in the future may be, the defendant or plaintiff in various actions arising in the normal course of business, as of September 30, 2020, we were not a party to any pending legal proceedings that are material to our business. |
INVESTMENTS AND FAIR VALUE ME_2
INVESTMENTS AND FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Debt Securities, Available-for-sale [Table Text Block] | Investments classified as available-for-sale consisted of the following: September 30, 2020 Amortized Gross (1) Gross (1) Aggregate Funds Held for Clients (2) Certificates of deposit $ 8,844 $ 233 $ - $ 9,077 Corporate debt securities 9,438 288 - 9,726 Municipal bonds 7,561 101 (7 ) 7,655 US Government agency securities - - - - Asset-backed securities 498 2 - 500 Total $ 26,341 $ 624 $ (7 ) $ 26,958 December 31, 2019 Amortized Gross (1) Gross (1) Aggregate Funds Held for Clients (2) Certificates of deposit $ 8,828 $ 11 $ - $ 8,839 Corporate debt securities 6,883 6 (9 ) 6,880 Municipal bonds 6,383 6 (7 ) 6,382 US Government agency securities 1,000 - - 1,000 Asset-backed securities 1,067 - (32 ) 1,035 Total $ 24,161 $ 23 $ (48 ) $ 24,136 (1) Unrealized gains and losses on available-for-sale securities are included as a component of comprehensive loss. As of September 30, 2020 and December 31, 2019, there were 74 and 53 securities, respectively, in an unrealized gain position and there were 1 and 18 (2) At September 30, 2020 and December 31, 2019, none of these securities were classified as cash and cash equivalents on the accompanying condensed consolidated balance sheets. |
Investments Classified by Contractual Maturity Date [Table Text Block] | Expected maturities of available-for-sale securities as of September 30, 2020 are as follows: Expected Maturities Amount One year or less $ 5,695 After one year through five years 21,263 After five years through 10 years - After 10 years - $ 26,958 |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | The following table presents the fair value hierarchy for our financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2020 and December 31, 2019, respectively: September 30, 2020 Total Carrying Value Quoted Prices in Active Market Significant Other Observable Inputs Significant Unobservable Inputs Assets: Cash equivalents Money market funds $ 8,248 $ 8,248 $ - $ - Funds held for clients Money market funds 37,265 37,265 - - Available-for-sale securities 26,958 - 26,958 - Total $ 72,471 $ 45,513 $ 26,958 $ - Liabilities: Contingent purchase consideration $ - $ - $ - $ 2,745 Total $ - $ - $ - $ 2,745 December 31, 2019 Total Carrying Value Quoted Prices in Active Market Significant Other Observable Inputs Significant Unobservable Inputs Assets: Funds held for clients Money market funds $ 48,500 $ 48,500 $ - $ - Available-for-sale securities 24,136 - 24,136 - Total $ 72,636 $ 48,500 $ 24,136 $ - |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill [Table Text Block] | The following table summarizes the changes in our goodwill: Balance at December 31, 2019 $ 68,697 Acquisition 2,592 Balance at September 30, 2020 $ 71,289 |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | The gross carrying amount and accumulated amortization of our intangible assets as of September 30, 2020 and December 31, 2019 are as follows: September 30, 2020 Intangible Assets Weighted Average Gross Accumulated Net Customer relationships 8.9 $ 83,111 $ (26,575 ) $ 56,536 Developed technology 6.6 12,001 (7,230 ) 4,771 Reseller relationships 7.0 853 (853 ) - Trade names 3.0 780 (254 ) 526 Noncompete agreements 5.2 1,032 (810 ) 222 8.5 $ 97,777 $ (35,722 ) $ 62,055 December 31, 2019 Intangible Assets Weighted Average Gross Accumulated Net Customer relationships 8.9 $ 78,558 $ (19,757 ) $ 58,801 Developed technology 6.0 10,001 (6,004 ) 3,997 Reseller relationships 7.0 853 (853 ) - Trade names 3.0 780 (78 ) 702 Noncompete agreements 5.2 1,032 (682 ) 350 8.5 $ 91,224 $ (27,374 ) $ 63,850 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | The following table summarizes the future estimated amortization expense relating to our intangible assets as of September 30, 2020: Calendar Years Amount 2020 (September to December) $ 2,803 2021 11,048 2022 10,514 2023 9,389 2024 9,162 Thereafter 19,139 $ 62,055 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | The following table summarizes our outstanding debt as of the dates indicated: Maturity Stated Interest Rate September 30, 2020 December 31, 2019 Subordinated Notes Payable – acquisitions 1/1/2021 – 7/1/2021 2.00% - 3.00 % $ 5,271 $ 7,185 PPP Loan – Pinnacle Bank 4/15/2022 1.00 % 8,856 - Term Loan – Wells Fargo Syndicate Partner 12/31/2024 5.25 % 9,938 20,000 Total Notes Payable $ 24,065 $ 27,185 Short-term Notes Payable 10,901 2,696 Long-term Notes Payable $ 13,164 $ 24,489 (1) Information presented in this table, the table that immediately follows and the last table in this footnote includes principal and interest due under the terms of a promissory note with Pinnacle Bank. This loan was issued to us in connection with the Paycheck Protection Program pursuant to Title I of the Coronavirus Aid, Relief and Economic Security Act. Under the terms of the Paycheck Protection Program, the principal balance and interest due under the promissory note will be forgiven if we meet certain conditions related to the use of the loan proceeds. Under the terms of our promissory note with Pinnacle Bank, we would begin making payments on this promissory note in November 2020; however, the Small Business Administration has issued guidance that defers all payments that would be owed on this loan until after the Small Business Administration makes a decision on our loan forgiveness application. While we expect that the entire loan will be forgiven, we cannot be certain that the Small Business Administration will grant forgiveness of our entire loan. If we do not receive forgiveness of our entire loan, we will be obligated to start making payments on the portion of the principal and interest that is not forgiven so that it will be fully repaid no later than April 15, 2022, unless we are able to negotiate new payment terms with Pinnacle Bank. |
Schedule of Debt and Debt Issuance Costs [Table Text Block] | The following table summarizes the debt issuance costs as of the dates indicated: September 30, 2020 Gross Notes Payable Debt Issuance Costs and Debt Discount Net Notes Payable Notes payable, current portion 1 $ 10,901 $ (107 ) $ 10,794 Notes payable, net of current portion 2 13,164 (256 ) 12,908 Total $ 24,065 $ (363 ) $ 23,702 (1) Net Notes Payable includes $5,379 of Gross Notes Payables and $0 Debt Issuance Cost and Debt Discount related to our PPP loan with Pinnacle Bank, all or a portion of which we expect will be forgiven and for which we are not obligated to make any payments until the Small Business Administration has made a decision regarding our application for loan forgiveness. (2) Net Notes Payable, includes $3,477 of Gross Notes Payables and $0 Debt Issuance Cost and Debt Discount related to our PPP loan with Pinnacle Bank, all or a portion of which we expect will be forgiven and for which we are not obligated to make payments until the Small Business Administration has made a decision regarding our application for loan forgiveness. December 31, 2019 Gross Notes Payable Debt Issuance Costs and Debt Discount Net Notes Payable Notes payable, current portion $ 2,696 $ (125 ) $ 2,571 Notes payable, net of current portion 24,489 (347 ) 24,142 Total $ 27,185 $ (472 ) $ 26,713 |
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 September 30, 2020: Year Ending Amount 2020 1 $ 1,001 2021 1 11,450 2022 1 2,489 2023 500 2024 8,625 Total $ 24,065 (1) Includes $8,856 of principal payments related to our PPP loan with Pinnacle Bank, all or a portion of which we expect will be forgiven and for which we are not obligated to make any payments until the Small Business Administration has made a decision regarding our application for loan forgiveness. We expect to make our forgiveness application in the fourth quarter of 2020. Given this, we expect that payments we may owe, if any, would not start until second quarter of 2021. |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Disclosure Text Block [Abstract] | |
Lease, Cost [Table Text Block] | The components of the rent expense for the three and nine months ended September 30, 2020 and 2019 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Operating lease cost $ 540 $ 552 $ 1,613 $ 1,694 Sublease income (11 ) (37 ) (107 ) (112 ) Net rent expense $ 529 $ 515 $ 1,506 $ 1,582 |
Lessee, Operating Lease, Disclosure [Table Text Block] | Supplemental cash flow information related to operating leases for the nine months ended September 30, 2020 and 2019 follow: Nine Months Ended September 30, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 1,699 $ 1,743 Non-cash operating activities: Operating lease assets obtained in exchange for new operating lease liabilities $ 1,052 $ 8,093 |
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: Year Ending December 31 Operating Leases 2020 (remainder) $ 578 2021 2,354 2022 1,837 2023 1,142 2024 1,022 Thereafter 2,630 Total minimum lease payments 9,563 Less imputed interest (1,940 ) Total lease liabilities $ 7,623 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations [Table Text Block] | The table below reflects the operating results of the Workspace Management business reported as discontinued operations during the three and nine months ended September 30, 2019. Three Months Ended Nine Months Ended September 30, 2019 September 30, 2019 Revenue $ 6,705 $ 20,622 Income from discontinued operations $ 2,126 $ 4,030 Income tax benefit (142 ) (112 ) Income from discontinued operations, net of taxes $ 2,268 $ 4,142 Three Months Ended Nine Months Ended September 30, 2019 September 30, 2019 Depreciation and amortization $ 511 $ 1,744 Provision for doubtful accounts 31 (103 ) Share based compensation 3 112 Capital expenditures (62 ) (401 ) Software capitalization (300 ) (716 ) |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following table sets forth the computation of basic and diluted net loss per common share for the three and nine months ended September 30, 2020 and September 30, 2019: Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 Numerator: Loss from continuing operations $ (4,759 ) $ (5,624 ) $ (10,475 ) $ (15,359 ) Income from discontinued operations - 2,268 - 4,142 Net income (loss) $ (4,759 ) $ (3,356 ) $ (10,475 ) $ (11,217 ) Denominator: Weighted-average shares of common stock outstanding, basic and diluted 15,873,000 15,565,000 15,793,000 15,472,000 Basic and diluted income (loss) per share Loss per share from continuing operations $ (0.30 ) $ (0.36 ) $ (0.66 ) $ (0.99 ) Income per share from discontinued operations - 0.14 - 0.27 Income (loss) per share $ (0.30 ) $ (0.22 ) $ (0.66 ) $ (0.72 ) |
THE COMPANY AND BASIS OF PRES_2
THE COMPANY AND BASIS OF PRESENTATION (Details) - USD ($) $ in Thousands | 1 Months Ended | |
Jul. 31, 2020 | Dec. 31, 2019 | |
THE COMPANY AND BASIS OF PRESENTATION (Details) [Line Items] | ||
Payments to Acquire Businesses, Gross | $ 4,250 | |
Discontinued Operations, Disposed of by Sale [Member] | WorkSpace Management Software Solution [Member] | ||
THE COMPANY AND BASIS OF PRESENTATION (Details) [Line Items] | ||
Cash proceeds | $ 121,500 | |
Escrow Deposits Related to Property Sales | $ 1,687 |
INVESTMENTS AND FAIR VALUE ME_3
INVESTMENTS AND FAIR VALUE MEASUREMENTS (Details) $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended |
Jul. 31, 2020USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2019USD ($) | |
INVESTMENTS AND FAIR VALUE MEASUREMENTS (Details) [Line Items] | |||
Number of Securities in Unrealized Gain Position | 74 | 53 | |
Number of Securities in Unrealized Loss Position | 1 | 18 | |
Unrealized Gain (Loss) on Securities | $ 7 | $ (50) | |
Payments to Acquire Businesses, Gross | $ 4,250 | ||
Funds Held For Clients [Member] | |||
INVESTMENTS AND FAIR VALUE MEASUREMENTS (Details) [Line Items] | |||
Debt Securities, Available-for-sale, Current | 26,958 | 24,136 | |
Money Market Funds, at Carrying Value | 37,265 | 48,500 | |
Cash and Cash Equivalents [Member] | |||
INVESTMENTS AND FAIR VALUE MEASUREMENTS (Details) [Line Items] | |||
Money Market Funds, at Carrying Value | $ 8,248 | ||
Individually [Member] | |||
INVESTMENTS AND FAIR VALUE MEASUREMENTS (Details) [Line Items] | |||
Unrealized Gain (Loss) on Securities | $ (35) |
INVESTMENTS AND FAIR VALUE ME_4
INVESTMENTS AND FAIR VALUE MEASUREMENTS (Details) - Debt Securities, Available-for-sale - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | |
Funds Held for Clients (2) | |||
Amortized Cost | [1] | $ 26,341 | $ 24,161 |
Gross Unrealized Gains | [1],[2] | 624 | 23 |
Gross Unrealized Losses | [1],[2] | (7) | (48) |
Aggregate Estimated Fair Value | [1] | 26,958 | 24,136 |
Certificates of Deposit [Member] | |||
Funds Held for Clients (2) | |||
Amortized Cost | [1] | 8,844 | 8,828 |
Gross Unrealized Gains | [1],[2] | 233 | 11 |
Gross Unrealized Losses | [1],[2] | 0 | 0 |
Aggregate Estimated Fair Value | [1] | 9,077 | 8,839 |
Corporate Debt Securities [Member] | |||
Funds Held for Clients (2) | |||
Amortized Cost | [1] | 9,438 | 6,883 |
Gross Unrealized Gains | [1],[2] | 288 | 6 |
Gross Unrealized Losses | [1],[2] | 0 | (9) |
Aggregate Estimated Fair Value | [1] | 9,726 | 6,880 |
Municipal Bonds [Member] | |||
Funds Held for Clients (2) | |||
Amortized Cost | [1] | 7,561 | 6,383 |
Gross Unrealized Gains | [1],[2] | 101 | 6 |
Gross Unrealized Losses | [1],[2] | (7) | (7) |
Aggregate Estimated Fair Value | [1] | 7,655 | 6,382 |
US Government Agencies Debt Securities [Member] | |||
Funds Held for Clients (2) | |||
Amortized Cost | [1] | 0 | 1,000 |
Gross Unrealized Gains | [1],[2] | 0 | 0 |
Gross Unrealized Losses | [1],[2] | 0 | 0 |
Aggregate Estimated Fair Value | [1] | 0 | 1,000 |
Asset-backed Securities [Member] | |||
Funds Held for Clients (2) | |||
Amortized Cost | [1] | 498 | 1,067 |
Gross Unrealized Gains | [1],[2] | 2 | 0 |
Gross Unrealized Losses | [1],[2] | 0 | (32) |
Aggregate Estimated Fair Value | [1] | $ 500 | $ 1,035 |
[1] | At September 30, 2020 and December 31, 2019, none of these securities were classified as cash and cash equivalents on the accompanying condensed consolidated balance sheets. | ||
[2] | Unrealized gains and losses on available-for-sale securities are included as a component of comprehensive loss. As of September 30, 2020 and December 31, 2019, there were 74 and 53 securities, respectively, in an unrealized gain position and there were 1 and 18 |
INVESTMENTS AND FAIR VALUE ME_5
INVESTMENTS AND FAIR VALUE MEASUREMENTS (Details) - Investments Classified by Contractual Maturity Date $ in Thousands | Sep. 30, 2020USD ($) |
Investments Classified by Contractual Maturity Date [Abstract] | |
One year or less | $ 5,695 |
After one year through five years | 21,263 |
After five years through 10 years | 0 |
After 10 years | 0 |
Available-for-sale debt securities total fair value | $ 26,958 |
INVESTMENTS AND FAIR VALUE ME_6
INVESTMENTS AND FAIR VALUE MEASUREMENTS (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Funds held for clients | ||
Total | $ 72,471 | $ 72,636 |
Liabilities: | ||
Contingent purchase consideration | 0 | |
Total | 0 | |
Fair Value, Inputs, Level 1 [Member] | ||
Funds held for clients | ||
Total | 45,513 | 48,500 |
Liabilities: | ||
Contingent purchase consideration | 0 | |
Total | 0 | |
Fair Value, Inputs, Level 2 [Member] | ||
Funds held for clients | ||
Total | 26,958 | 24,136 |
Liabilities: | ||
Contingent purchase consideration | 0 | |
Total | 0 | |
Fair Value, Inputs, Level 3 [Member] | ||
Funds held for clients | ||
Total | 0 | 0 |
Liabilities: | ||
Contingent purchase consideration | 2,745 | |
Total | 2,745 | |
Fair Value, Recurring [Member] | Money Market Funds [Member] | ||
Funds held for clients | ||
Funds for clients | 37,265 | 48,500 |
Fair Value, Recurring [Member] | Available-for-sale Securities [Member] | ||
Funds held for clients | ||
Funds for clients | 26,958 | 24,136 |
Fair Value, Recurring [Member] | Money Market Funds [Member] | ||
Cash equivalents | ||
Cash equivalents | 8,248 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member] | ||
Funds held for clients | ||
Funds for clients | 37,265 | 48,500 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Available-for-sale Securities [Member] | ||
Funds held for clients | ||
Funds for clients | 0 | 0 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member] | ||
Cash equivalents | ||
Cash equivalents | 8,248 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Money Market Funds [Member] | ||
Funds held for clients | ||
Funds for clients | 0 | 0 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Available-for-sale Securities [Member] | ||
Funds held for clients | ||
Funds for clients | 26,958 | 24,136 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Money Market Funds [Member] | ||
Cash equivalents | ||
Cash equivalents | 0 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Money Market Funds [Member] | ||
Funds held for clients | ||
Funds for clients | 0 | 0 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Available-for-sale Securities [Member] | ||
Funds held for clients | ||
Funds for clients | 0 | $ 0 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Money Market Funds [Member] | ||
Cash equivalents | ||
Cash equivalents | $ 0 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Goodwill | $ 71,289 | $ 68,697 | $ 71,289 | ||
Goodwill, Impairment Loss | $ 35,060 | ||||
Finite-Lived Intangible Assets, Amortization Method | straight-line method | ||||
Amortization of Intangible Assets | 2,424 | $ 2,322 | $ 7,123 | $ 7,143 | |
Cost, Amortization | $ 397 | $ 417 | $ 1,225 | $ 1,137 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS (Details) - Schedule of Goodwill $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Schedule of Goodwill [Abstract] | |
Balance | $ 68,697 |
Acquisition | 2,592 |
Balance | $ 71,289 |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS (Details) - Schedule of Intangible Assets - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Asset, Weighted Average Amortization Period | 8 years 6 months | 8 years 6 months |
Intangible Asset, Gross | $ 97,777 | $ 91,224 |
Intangible Asset, Accumulated Amortization | (35,722) | (27,374) |
Intangible Asset, Net | $ 62,055 | $ 63,850 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Asset, Weighted Average Amortization Period | 8 years 10 months 24 days | 8 years 10 months 24 days |
Intangible Asset, Gross | $ 83,111 | $ 78,558 |
Intangible Asset, Accumulated Amortization | (26,575) | (19,757) |
Intangible Asset, Net | $ 56,536 | $ 58,801 |
Developed Technology Rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Asset, Weighted Average Amortization Period | 6 years 7 months 6 days | 6 years |
Intangible Asset, Gross | $ 12,001 | $ 10,001 |
Intangible Asset, Accumulated Amortization | (7,230) | (6,004) |
Intangible Asset, Net | $ 4,771 | $ 3,997 |
Reseller Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Asset, Weighted Average Amortization Period | 7 years | 7 years |
Intangible Asset, Gross | $ 853 | $ 853 |
Intangible Asset, Accumulated Amortization | (853) | (853) |
Intangible Asset, Net | $ 0 | $ 0 |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Asset, Weighted Average Amortization Period | 3 years | 3 years |
Intangible Asset, Gross | $ 780 | $ 780 |
Intangible Asset, Accumulated Amortization | (254) | (78) |
Intangible Asset, Net | $ 526 | $ 702 |
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Asset, Weighted Average Amortization Period | 5 years 2 months 12 days | 5 years 2 months 12 days |
Intangible Asset, Gross | $ 1,032 | $ 1,032 |
Intangible Asset, Accumulated Amortization | (810) | (682) |
Intangible Asset, Net | $ 222 | $ 350 |
GOODWILL AND OTHER INTANGIBLE_6
GOODWILL AND OTHER INTANGIBLE ASSETS (Details) - Schedule of Expected Amortization Expense - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Schedule of Expected Amortization Expense [Abstract] | ||
2020 (September to December) | $ 2,803 | |
2021 | 11,048 | |
2022 | 10,514 | |
2023 | 9,389 | |
2024 | 9,162 | |
Thereafter | 19,139 | |
$ 62,055 | $ 63,850 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) $ in Thousands | Aug. 10, 2020 | Jul. 07, 2020 | Apr. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2020 |
NOTES PAYABLE (Details) [Line Items] | |||||
Debt Issuance Costs, Gross, Current | $ 125 | $ 107 | |||
Debt Issuance Costs, Noncurrent, Net | 347 | 256 | |||
Long-term Debt, Gross | 27,185 | 24,065 | |||
Debt Instrument, Debt Default, Description of Violation or Event of Default | On July 7, 2020, our senior lender identified certain events of default under our Credit Agreement and reserved their rights to pursue their remedies as a result of the events of default. Then, on July 10, 2020, our senior lender issued a reservation of rights letter related to these events of default. The primary event of default that triggered the reservation of rights letter was our failure to achieve Minimum EBITDA of $3,750 for the first quarter ending March 31, 2020, as required under Section 7 of the Credit Agreement, which failure was a result of impacts to our business driven primarily by COVID-19. This covenant was set in December 31, 2019, before the Covid-19 pandemic and its possible effects on our business were known to our senior lender or us. The other events of default our lender identified were technical defaults resulting from the fact that we were either unaware that our senior lender was considering the failure to achieve Minimum EBITDA an event of default as of May 11, 2020 or because we were unaware that the senior lender was still requiring that we provide certain requested documents in connection with our banking relationship. Under the reservation of rights letter, the senior lender began accruing default interest from May 11, 2020. | ||||
Long-term Line of Credit | 0 | 0 | |||
Line of Credit Facility, Remaining Borrowing Capacity | 10,000 | 4,500 | |||
Pinnacle Bank [Member] | |||||
NOTES PAYABLE (Details) [Line Items] | |||||
Loans Payable to Bank, Current | 5,379 | ||||
Debt Issuance Costs, Gross, Current | 0 | ||||
Notes Payable to Bank, Noncurrent | 3,477 | ||||
Debt Issuance Costs, Noncurrent, Net | 0 | ||||
Long-term Debt, Gross | 0 | $ 8,856 | |||
Proceeds from Bank Debt | $ 8,856 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | 1.00% | |||
Debt Instrument, Payment Terms | the Company will be required to make principal and interest payments in monthly installments beginning after the Small Business Administration makes a decision on our forgiveness application | ||||
Credit Amendment [Member] | Medium-term Notes [Member] | |||||
NOTES PAYABLE (Details) [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | 20,000 | ||||
Credit Agreement and our Amended and Restated Guaranty and Security Agreement (the “Amendment”) [Member] | Medium-term Notes [Member] | |||||
NOTES PAYABLE (Details) [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 10,000 | ||||
Repayments of Debt | 9,750 | ||||
Line of Credit Facility, Current Borrowing Capacity | 15,000 | ||||
Revolving Credit Facility [Member] | Credit Amendment [Member] | |||||
NOTES PAYABLE (Details) [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | 10,000 | ||||
Revolving Credit Facility [Member] | Credit Amendment [Member] | Debt Instrument Covenant, Period One [Member] | |||||
NOTES PAYABLE (Details) [Line Items] | |||||
Debt Instrument, Covenant, EBITDA | 3,750 | ||||
Revolving Credit Facility [Member] | Credit Amendment [Member] | Debt Instrument Covenant, Period Two [Member] | |||||
NOTES PAYABLE (Details) [Line Items] | |||||
Debt Instrument, Covenant, EBITDA | 4,850 | ||||
Revolving Credit Facility [Member] | Third Restated Credit Agreement [Member] | Debt Instrument Covenant, Period Three [Member] | |||||
NOTES PAYABLE (Details) [Line Items] | |||||
Debt Instrument, Covenant, EBITDA | $ 5,950 | ||||
Revolving Credit Facility [Member] | Credit Agreement and our Amended and Restated Guaranty and Security Agreement (the “Amendment”) [Member] | |||||
NOTES PAYABLE (Details) [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | 5,000 | ||||
Repayments of Debt | $ 5,000 |
NOTES PAYABLE (Details) - Sche
NOTES PAYABLE (Details) - Schedule of Debt - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2020 | Apr. 30, 2020 | Dec. 31, 2019 | |
NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | |||
Balance | $ 24,065 | $ 27,185 | |
Short-term notes payable | 10,901 | 2,696 | |
Long-term notes payable | $ 13,164 | 24,489 | |
Notes Payable, Other Payables [Member] | |||
NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | |||
Maturity | 1/1/2021 – 7/1/2021 | ||
Balance | $ 5,271 | 7,185 | |
Pinnacle Bank [Member] | |||
NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | |||
Maturity | 4/15/2022 | ||
Stated Interest Rate | 1.00% | 1.00% | |
Balance | $ 8,856 | 0 | |
Wells Fargo Syndicated Partner [Member] | Notes Payable, Other Payables [Member] | |||
NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | |||
Maturity | 12/31/2024 | ||
Stated Interest Rate | 5.25% | ||
Balance | $ 9,938 | $ 20,000 | |
Minimum [Member] | Notes Payable, Other Payables [Member] | |||
NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | |||
Stated Interest Rate | 2.00% | ||
Maximum [Member] | Notes Payable, Other Payables [Member] | |||
NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | |||
Stated Interest Rate | 3.00% |
NOTES PAYABLE (Details) - Sc_2
NOTES PAYABLE (Details) - Schedule of Debt and Debt Issuance Costs - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Schedule of Debt and Debt Issuance Costs [Abstract] | ||
Notes payable, net of current portion | $ 10,901 | $ 2,696 |
Debt Issuance Costs and Debt Discount, current portion | (107) | (125) |
Notes payable, net of current portion | 10,794 | 2,571 |
Notes payable, net of current portion | 13,164 | 24,489 |
Notes payable, net of current portion | (256) | (347) |
Notes payable, net of current portion | 12,908 | 24,142 |
Total notes payable | 24,065 | 27,185 |
Total Debt Issuance Costs and Debt Discount | (363) | (472) |
Total notes payable | $ 23,702 | $ 26,713 |
NOTES PAYABLE (Details) - Sc_3
NOTES PAYABLE (Details) - Schedule of Maturities of Long-term Debt - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | |
Schedule of Maturities of Long-term Debt [Abstract] | |||
2020 | [1] | $ 1,001 | |
2021 | [1] | 11,450 | |
2022 | [1] | 2,489 | |
2023 | 500 | ||
2024 | 8,625 | ||
Total | $ 24,065 | $ 27,185 | |
[1] | Includes $8,856 of principal payments related to our PPP loan with Pinnacle Bank, all or a portion of which we expect will be forgiven and for which we are not obligated to make any payments until the Small Business Administration has made a decision regarding our application for loan forgiveness. We expect to make our forgiveness application in the fourth quarter of 2020. Given this, we expect that payments we may owe, if any, would not start until second quarter of 2021. |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - USD ($) $ in Thousands | May 27, 2020 | Jun. 30, 2017 | Sep. 30, 2020 | May 28, 2020 | Mar. 10, 2020 | Dec. 31, 2019 |
STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||
Capital Stock, Authorized | 23,500,000 | 45,500,000 | ||||
Common Stock, Shares Authorized | 22,000,000 | 44,000,000 | 44,000,000 | 22,000,000 | ||
Stock Repurchase Program, Remaining Authorized Repurchase Amount (in Dollars) | $ 5,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 2,350,000 | |||||
Existing Stock Repurchase Plan [Member] | ||||||
STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | 66,000 | |||||
Employee Stock Purchase Plan [Member] | ||||||
STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 225,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 250,000 | |||||
Maximum [Member] | Employee Stock Purchase Plan [Member] | ||||||
STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent | 15.00% |
CONTRACTS WITH CUSTOMERS AND _2
CONTRACTS WITH CUSTOMERS AND REVENUE CONCENTRATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
CONTRACTS WITH CUSTOMERS AND REVENUE CONCENTRATION (Details) [Line Items] | |||||
Contract with Customer, Asset, Allowance for Credit Loss | $ 885 | $ 885 | $ 904 | ||
Contract with Customer, Asset, after Allowance for Credit Loss | 5,220 | 5,220 | 4,808 | ||
Capitalized Contract Cost, Gross | 3,530 | 3,530 | $ 2,697 | ||
Amortization of Deferred Sales Commissions | 220 | $ 428 | 660 | $ 1,018 | |
Deferred Revenue, Revenue Recognized | 259 | $ 429 | 3,652 | $ 2,643 | |
Revenue, Remaining Performance Obligation, Amount | $ 24,537 | $ 24,537 | |||
Revenue, Remaining Performance Obligation, Percentage | 65.00% | 65.00% | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period 2 | 12 months | ||||
Accounts Receivable [Member] | |||||
CONTRACTS WITH CUSTOMERS AND REVENUE CONCENTRATION (Details) [Line Items] | |||||
Concentration Risk, Percentage | 3.00% | 0.00% |
LEASES (Details)
LEASES (Details) | Sep. 30, 2020 | Dec. 31, 2019 |
LEASES (Details) [Line Items] | ||
Operating Lease, Weighted Average Discount Rate, Percent | 10.00% | 9.00% |
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 | |
Building [Member] | ||
LEASES (Details) [Line Items] | ||
Operating Lease, Weighted Average Remaining Lease Term | 5 years | 6 years |
LEASES (Details) - Rent Expense
LEASES (Details) - Rent Expense Components - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Rent Expense Components [Abstract] | ||||
Operating lease cost | $ 540 | $ 552 | $ 1,613 | $ 1,694 |
Sublease income | (11) | (37) | (107) | (112) |
Net rent expense | $ 529 | $ 515 | $ 1,506 | $ 1,582 |
LEASES (Details) - Lessee, Oper
LEASES (Details) - Lessee, Operating Lease, Disclosure - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash outflows from operating leases | $ 1,699 | $ 1,743 |
Non-cash operating activities: | ||
Operating lease assets obtained in exchange for new operating lease liabilities | $ 1,052 | $ 8,093 |
LEASES (Details) - Lessee, Op_2
LEASES (Details) - Lessee, Operating Lease, Liability, Maturity $ in Thousands | Sep. 30, 2020USD ($) |
Lessee, Operating Lease, Liability, Maturity [Abstract] | |
2020 (remainder) | $ 578 |
2021 | 2,354 |
2022 | 1,837 |
2023 | 1,142 |
2024 | 1,022 |
Thereafter | 2,630 |
Total minimum lease payments | 9,563 |
Less imputed interest | (1,940) |
Total lease liabilities | $ 7,623 |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jan. 31, 2020shares | Sep. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2019USD ($)shares | Sep. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2019USD ($) | |
Share-based Payment Arrangement [Abstract] | |||||
Active Equity Plans | 1 | ||||
Shares available for issuance | 2,350,000 | 2,350,000 | |||
Options Outstanding | 1,388,077 | 1,388,077 | |||
Options outstanding weighted average exercise price (in Dollars per share) | $ / shares | $ 7.78 | $ 7.78 | |||
Options granted | 123,500 | 668,000 | |||
Options granted exercise price (in Dollars per share) | $ / shares | $ 6.86 | $ 6.46 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 497,913 | 497,913 | |||
Share-based Compensation Arrangement By Share-based Payment Award, Options, Outstanding, Exchange Exercise Price | 8.50 | 8.50 | |||
Share-based Compensation Arrangement By Share-based Payment Award, Options, Underlying An Eligible Option In Exchange For One New RSU, Number | 2.5 | 2.5 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 187,000 | ||||
Share-based Compensation Arrangement By Share-based Payment Award, Options, Cancellation Of Shares In Exchange Program | 467,500 | ||||
Shares available for grant | 1,104,614 | 1,104,614 | |||
Share-based Payment Arrangement, Expense (in Dollars) | $ | $ 707 | $ 577 | $ 1,733 | $ 1,580 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 14,173 | 5,000 | |||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 43,901 | 30,000 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details) $ in Thousands | 1 Months Ended |
Dec. 31, 2019USD ($) | |
Discontinued Operations, Disposed of by Sale [Member] | WorkSpace Management Software Solution [Member] | |
DISCONTINUED OPERATIONS (Details) [Line Items] | |
Proceeds from Divestiture of Businesses and Interests in Affiliates | $ 121,500 |
DISCONTINUED OPERATIONS (Deta_2
DISCONTINUED OPERATIONS (Details) - Disposal Groups, Including Discontinued Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Income from discontinued operations | $ 0 | $ 2,126 | $ 0 | $ 4,030 |
Income tax benefit | 0 | (142) | 0 | (112) |
Income from discontinued operations, net of taxes | 0 | 2,268 | $ 0 | 4,142 |
Depreciation and amortization | 511 | 1,744 | ||
Provision for doubtful accounts | 31 | (103) | ||
Share based compensation | 3 | 112 | ||
Capital expenditures | (62) | (401) | ||
Software capitalization | $ (300) | (716) | ||
Discontinued Operations, Disposed of by Sale [Member] | WorkSpace Management Software Solution [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Revenue | 6,705 | 20,622 | ||
Income from discontinued operations | 2,126 | 4,030 | ||
Income tax benefit | (142) | (112) | ||
Income from discontinued operations, net of taxes | $ 2,268 | $ 4,142 |
NET LOSS PER SHARE (Details)
NET LOSS PER SHARE (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Equity Option [Member] | ||||
NET LOSS PER SHARE (Details) [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,859,000 | 1,859,000 | 2,063,000 | 2,063,000 |
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 | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Numerator: | ||||||||
Loss from continuing operations | $ (4,759) | $ (5,624) | $ (10,475) | $ (15,359) | ||||
Income from discontinued operations | 0 | 2,268 | 0 | 4,142 | ||||
Net income (loss) | $ (4,759) | $ (3,944) | $ (1,767) | $ (3,356) | $ (4,967) | $ (2,894) | $ (10,475) | $ (11,217) |
Weighted-average shares of common stock outstanding, basic and diluted | 15,873,000 | 15,565,000 | 15,793,000 | 15,472,000 | ||||
Basic and diluted income (loss) per share | ||||||||
Loss per share from continuing operations | $ (0.30) | $ (0.36) | $ (0.66) | $ (0.99) | ||||
Income per share from discontinued operations | 0 | 0.14 | 0 | 0.27 | ||||
Income (loss) per share | $ (0.30) | $ (0.22) | $ (0.66) | $ (0.72) |