ACQUISITIONS (Tables)

12 Months Ended

Dec. 31, 2019

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed



	Pay Systems		USA Payroll		Others		Total
Cash & cash equivalents	$	764	$	470	$	643	$	1,877
Accounts receivable	56		104		2,395		2,555
Fixed assets	121		98		428		647
Inventory	—		—		121		121
Other assets	100		5		995		1,100
Funds held for clients	10,976		20,439		14,013		45,428
Goodwill	9,606		12,644		11,966		34,216
Intangibles	7,240		17,643		15,440		40,323
Total assets acquired	$	28,863	$	51,403	$	46,001	$	126,267

Accounts payable	85		39		880		1,004
Deferred tax liability	1,364		3,622		2,036		7,022
Accrued other liabilities	946		376		2,335		3,657
Deferred revenue	—		—		1,289		1,289
Client fund obligations	11,962		20,439		14,000		46,401
Total liabilities assumed	14,357		24,476		20,540		59,373

Net assets acquired	$	14,506	$	26,927	$	25,461	$	66,894

Schedule of Business Acquisitions, by Acquisition

The following is a reconciliation of the purchase price to the fair value of net assets acquired at the date of acquisition:



	Pay Systems			USA Payroll			Others			Total
Purchase price	$	15,507		$	27,504		$	28,142		$	71,153
Working capital adjustment	(940		)	—			(557		)	(1,497		)
Adjustment to fair value of contingent liability	—			—			(1,761		)	(1,761		)
Adjustment to fair value of Asure’s stock	—			(287		)	(7		)	(294		)
Debt discount	(61		)	(290		)	(356		)	(707		)
Fair value of net assets acquired	$	14,506		$	26,927		$	25,461		$	66,894

Schedule of Acquired Finite-Lived Intangible Assets by Major Class

Management assessed the fair value of the promissory note and cash consideration as of April 1, 2018, which was as follows:



	Fair Value
Cash	$	10,000
Promissory note	450
Debt discount	(46		)
Total	$	10,404

Fair value of asset acquired, Customer Relationships	$	10,404

Business Acquisition, Pro Forma Information

The following unaudited summary of pro forma combined results of operations for the year ended December 31, 2018 gives effect to our 2018 business and asset acquisitions as if we had completed them on January 1, 2017. This pro forma summary does not reflect any operating efficiencies, cost savings or revenue enhancements that we may achieve by combining operations. In addition, we have not reflected certain non-recurring expenses, such as legal expenses and other transactions expenses for the first 12 months after the acquisition, in the pro forma summary. We present this pro forma summary for informational purposes only and it is not necessarily indicative of what our actual results of operations would have been had the acquisitions taken place as of January 1, 2017, nor is it indicative of future consolidated results of operations.



	Year Ended December 31, 2018
Revenues	$	74,062
Net income (loss)	$	(9,937	)
Net income (loss) per common share:
Basic and diluted	$	(0.70	)

Weighted average shares outstanding	14,121