10-Q

UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2018

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from   to 

Commission file number: 0-20008

ASURE SOFTWARE, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	74-2415696
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
3700 N. Capital of Texas Hwy #350
Austin, Texas	78746
(Address of Principal Executive Offices)	(Zip Code)

(512) 437-2700

(Registrant’s Telephone Number, including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes  ☒     No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes  ☒     No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☒	Non-accelerated filer ☐	Smaller reporting company ☐
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No ☒

As of May 8, 2018, the registrant had outstanding 12,586,034 shares of its Common Stock, $0.01 par value.

TABLE OF CONTENTS

		Page
		Number
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets as of March 31, 2018 and December 31, 2017	3
	Condensed Consolidated Statements of Comprehensive Loss for the Three Months ended March 31, 2018 and March 31, 2017	4
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2018 and March 31, 2017	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 4.	Controls and Procedures	29
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3.	Defaults upon Senior Securities	30
Item 6.	Exhibits	30
Signatures		31

PART I – FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

ASURE SOFTWARE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands)

	March 31, 2018			December 31, 2017
Assets	(Unaudited)
Current assets:
Cash and cash equivalents	$	25,808		$	27,792
Accounts receivable, net of allowance for doubtful accounts of $465 and $425 at March 31, 2018 and December 31, 2017, respectively		13,881			13,361
Inventory		719			509
Prepaid expenses and other current assets		3,418			2,588
Total current assets before funds held for clients		43,826			44,250
Funds held for clients		66,773			42,328
Total current assets		110,599			86,578
Property and equipment, net		6,308			5,217
Goodwill		90,998			77,348
Intangible assets, net		48,665			33,554
Other assets		15,234			614
Total assets	$	271,804		$	203,311
Liabilities and stockholders’ equity
Current liabilities:
Current portion of notes payable	$	7,816		$	8,895
Revolving line of credit		2,379			-
Accounts payable		2,743			1,912
Accrued compensation and benefits		3,236			2,477
Other accrued liabilities		1,832			862
Deferred revenue		12,152			13,078
Total current liabilities before client fund obligations		30,158			27,224
Client fund obligations		66,773			42,328
Total current liabilities		96,931			69,552
Long-term liabilities:
Deferred revenue		1,074			1,125
Notes payable, net of current portion and debt issuance cost		106,772			66,973
Other liabilities		2,354			1,887
Total long-term liabilities		110,200			69,985
Total liabilities		207,131			139,537
Commitments (Note 13)
Stockholders’ equity:
Preferred stock, $.01 par value; 1,500 shares authorized; none issued or outstanding		-			-
Common stock, $.01 par value; 22,000 and 11,000 shares authorized; 12,968 and 12,876 shares issued,   12,584 and 12,492 shares outstanding at March 31, 2018 and December 31, 2017, respectively		130			129
Treasury stock at cost, 384 shares at March 31, 2018 and December 31, 2017		(5,017	)		(5,017	)
Additional paid-in capital		347,640			346,322
Accumulated deficit		(278,020	)		(277,597	)
Accumulated other comprehensive loss		(60	)		(63	)
Total stockholders’ equity		64,673			63,774
Total liabilities and stockholders’ equity	$	271,804		$	203,311

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

ASURE SOFTWARE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Amounts in thousands, except share and per share data)

(Unaudited)

	FOR THE THREE MONTHS ENDED MARCH 31,
	2018			2017
Revenues:
Cloud revenue	$	16,437		$	7,836
Hardware revenue		719			1,088
Maintenance and support revenue		1,173			1,102
Professional services revenue		975			701
Total revenues		19,304			10,727
Cost of Sales		5,557			2,438
Gross margin		13,747			8,289
Operating expenses
Selling, general and administrative		10,709			7,043
Research and development		1,423			769
Amortization of intangible assets		1,597			847
Total operating expenses		13,729			8,659
Income (Loss) from operations		18			(370	)
Other income (loss)
Interest expense and other		(1,760	)		(547	)
Total other loss, net		(1,760	)		(547	)
Loss from operations before income taxes		(1,742	)		(917	)
Income tax provision		(183	)		(142	)
Net loss	$	(1,925	)	$	(1,059	)
Other comprehensive income (loss):
Foreign currency translation gain (loss)		3			(34	)
Other comprehensive loss	$	(1,922	)	$	(1,093	)
Basic and diluted net loss per share
Basic	$	(0.15	)	$	(0.12	)
Diluted	$	(0.15	)	$	(0.12	)
Weighted average basic and diluted shares
Basic		12,583,000			8,628,000
Diluted		12,583,000			8,628,000

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

ASURE SOFTWARE, INC.

 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)

	FOR THE THREE MONTHS ENDED MARCH 31,
	2018			2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,925	)	$	(1,059	)
Adjustments to reconcile net loss to net cash provided by (used in) operations:
Depreciation and amortization		2,264			1,180
Provision for doubtful accounts		76			-
Share-based compensation		194			54
Changes in operating assets and liabilities:
Accounts receivable		(535	)		(366	)
Inventory		(229	)		(43	)
Prepaid expenses and other assets		(2,182	)		(1,004	)
Accounts payable		666			598
Accrued expenses and other long-term obligations		2,040			(29	)
Deferred revenue		(1,265	)		(516	)
Net cash provided by (used in) operating activities		(896	)		(1,185	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions net of cash acquired		(37,253	)		(8,076	)
Purchases of property and equipment		(566	)		(21	)
Software capitalization costs		(828	)		-
Net change in funds held for clients		576			1,540
Net cash provided by (used in) investing activities		(38,071	)		(6,557	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable		36,750			5,000
Payments on notes payable		-			(6,069	)
Proceeds from revolving line of credit		2,379			-
Debt financing fees		(1,577	)		(100	)
Payments on capital leases		-			(46	)
Net change in client fund obligations		(576	)		(1,485	)
Net cash provided by (used in) financing activities		36,976			(2,700	)
Effect of foreign exchange rates		7			(37	)
Net increase (decrease) in cash and cash equivalents		(1,984	)		(10,479	)
Cash and cash equivalents at beginning of period		27,792			12,767
Cash and cash equivalents at end of period	$	25,808		$	2,288
SUPPLEMENTAL INFORMATION:
Cash paid for:
Interest	$	1,529		$	411
Income taxes		-			-
Non-cash Investing and Financing Activities:
Subordinated notes payable –acquisitions		3,942			2,090
Equity issued in connection with acquisitions	$	1,200			946

The accompanying notes are an integral part of these condensed consolidated financial statements. 

5

ASURE SOFTWARE, INC.

 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Amounts in thousands, except share and per share data unless otherwise noted)

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”) and Workplace Management, offering intuitive and innovative cloud-based solutions designed to help organizations of all sizes and complexities build companies of the future. Our cloud platforms enable more than 100,000 clients worldwide to better manage their people and space in a mobile, digital, multi-generational, and global landscape. Asure’s offerings include a fully-integrated HCM platform, flexible benefits and compliance administration, HR consulting, and time and labor management as well as a full suite of workspace management solutions for conference room scheduling, desk sharing programs, and real estate optimization. We develop, market, sell and support our offerings worldwide through our principal office in Austin, Texas and through additional offices in Florida, Massachusetts, Michigan, Nevada and the United Kingdom, and as a result of our 2017 acquisitions, office suites in Alabama, Oregon, Ohio, Vermont, and Washington. As a result of our January 2018 acquisitions, we also lease office space in California, Iowa, Tennessee, and North Carolina.

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 for complete financial statements. In the opinion of management, these interim financial statements contain all adjustments, consisting of normal, recurring adjustments, necessary for a fair presentation of our financial position as of March 31, 2018, the results of operations for the three months ended March 31, 2018 and March 31, 2017, and the cash flows for the three months ended March 31, 2018 and March 31, 2017.

You should read these condensed consolidated financial statements 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, 2017.  The results for the interim periods are not necessarily indicative of results for a full fiscal year.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash deposits and highly liquid investments with an original maturity of three months or less when purchased.

LIQUIDITY

As of March 31, 2018, our principal sources of liquidity consisted of $25,808 of cash and cash equivalents, cash we expect to generate in the future from our business operations, and $2,621 available for borrowing under our revolving line of credit with Wells Fargo discussed in Note 6 – Notes Payable. We believe that we have and/or will generate sufficient cash for our short- and long-term needs, including meeting the requirements of our term loan, and the related debt covenant requirements. We continue to seek reductions in our expenses as a percentage of revenue on an annual basis and thus may utilize our cash balances in the short-term to reduce long-term costs. Based on current internal projections, we believe that we have and/or will generate sufficient cash for our operational needs, including any required debt payments, for at least the next twelve months from the issuance of the condensed consolidated financial statements. However, we will need to raise additional capital or incur additional indebtedness to grow our existing software operations and to seek additional strategic acquisitions in the near future.

Management is focused on growing our existing product offering, as well as our customer base, to increase our recurring revenues. We have made and will continue to explore additional strategic acquisitions. We expect to fund any future acquisitions with equity, available cash, cash we expect to generate in the future from our business operations, funds under our credit facilities, and cash generated from the issuance of equity or debt securities.

6

ASURE SOFTWARE, INC.

 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Amounts in thousands, except share and per share data unless otherwise noted)

We cannot assure that we can grow our cash balances or limit our cash consumption and thus maintain sufficient cash balances for our planned operations or future acquisitions. Future business demands may lead to cash utilization at levels greater than recently experienced. We will need to raise additional capital in the future. However, we cannot assure that we will be able to raise additional capital on acceptable terms, or at all. In our evaluation of the Company’s ability to continue as a going concern in accordance with ASU 2014-15, we have considered factors such as the Company’s historical and forecasted results of operations and cash flows from operations, and, subject to the foregoing, we believe that substantial doubt regarding the Company’s ability to continue as a going concern is not probable. We believe that we have sufficient capital and liquidity to fund and cultivate the growth of our current and future operations for at least the next twelve months from the issuance of these condensed consolidated financial statements and to maintain compliance with the terms of our debt agreements and related covenants or to obtain compliance through debt repayments made with the available cash on hand or anticipated for receipt in the ordinary course of operations.

RECENT ACCOUNTING PRONOUNCEMENTS

Recently Adopted Standards

In May 2014, the FASB issued ASU 2014-09 (“Topic 606”) “Revenue from Contracts with Customers.”  Topic 606 supersedes the revenue recognition requirements in Topic 605 “Revenue Recognition” (“Topic 605”), and requires entities to recognize revenue when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. We adopted Topic 606, as well as other clarifications and technical guidance issued by the FASB related to this new revenue standard, on January 1, 2018, using the modified retrospective method.  The initial application was applied to all contracts at the date of initial application.  We recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of retained earnings. Results of reporting periods after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605. We do not expect the adoption of Topic 606 to have a material impact to our results of operations on an ongoing basis.

We recorded a $1,502 cumulative effect adjustment to opening retained earnings as of January 1, 2018 related to an increase in deferred commissions.  There was no impact to revenues as a result of applying Topic 606 for the three months ended March 31, 2018.

The primary impact of adopting Topic 606 is to sales commissions related to onboarding new clients that were previously expensed.  Under the new standard, these costs that were previously expensed are capitalized as deferred commissions and amortized over the estimated customer life of five to ten years.

The impact from the adoption of Topic 606 to our consolidated balance sheet and income statement is as follows:

	As of and for the Three Months Ended			Balance Using Previous			Increase
Balance Sheet	March 31, 2018			Standard			(Decrease)
Assets
Prepaid expenses and other current assets	$	3,418		$	3,410		$	8
Total current assets before funds held for clients		43,826			43,818			8
Total current assets		110,599			110,591			8
Other assets		15,234			13,614			1,620
Total assets	$	271,804		$	270,176		$	1,628
Liabilities and stockholders’ equity
Accumulated deficit		(278,020	)		(279,648	)		1,628
Total stockholders’ equity		64,673			63,045			1,628
Total liabilities and stockholders’ equity	$	271,804		$	270,176		$	1,628
Income Statement
Operating expenses
Selling, general and administrative		10,709			10,835			(126	)
Total operating expenses		13,729			13,855			(126	)
Gain (Loss) from operations		18			(108	)		(126	)
Loss from operations before income tax		(1,742	)		(1,868	)		(126	)
Net Loss	$	(1,925	)	$	(2,051	)	$	(126	)
Other comprehensive loss	$	(1,922	)	$	(2,048	)	$	(126	)

7

ASURE SOFTWARE, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Amounts in thousands, except share and per share data unless otherwise noted)

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments” which eliminates the diversity in practice related to eight cash flow classification issues.  This ASU is effective for fiscal years beginning after December 15, 2017, with early adoption permitted.  The adoption of this accounting standard did not have a material impact on our financial position, results of operations, cash flows, or presentation thereof.

In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash,” which requires the change in restricted cash or cash equivalents to be included with other changes in cash and cash equivalents in the statement of cash flows. The ASU is effective for fiscal years beginning after December 15, 2017, with early adoption permitted. The adoption of this accounting standard did not have a material impact on our financial position, results of operations, cash flows, or presentation thereof.

In May 2017, the FASB issued ASU 2017-09, “Compensation – Stock Compensation (Topic 718) Scope of Modification Accounting,” which clarifies when to account for a change in the terms or conditions of a share-based payment award as a modification. ASU 2017-09 requires modification accounting only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. ASU 2017-09 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The adoption of this accounting standard did not have a material impact on our financial position, results of operations, cash flows, or presentation thereof.

Standards Yet To Be Adopted

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)”.  The core principle of the standard is that a lessee should recognize the assets and liabilities that arise from leases. A lessee should recognize in its statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. We will be required to adopt the new standard in the first quarter of 2019. We are currently evaluating the impact ASU 2016-02 will have on our consolidated financial statements.

In February 2018, the FASB issued ASU No. 2018-02, “Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income”, which provides entities the option to reclassify tax effects stranded in accumulated other comprehensive income as a result of the 2017 Tax Cuts and Jobs Act (“the Tax Act”) to retained earnings. The guidance is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. We do not expect the adoption of this accounting standard to have a material impact on our financial position, results of operations, cash flows, or presentation thereof.

REVENUE RECOGNITION

On January 1, 2018, we adopted Topic 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results of reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605.  There was no impact to revenues as a result of applying Topic 606 for the three months ended March 31, 2018.

Our revenues consist of software-as-a-service (“SaaS”) offerings and time-based software subscription license arrangements that also, typically include hardware, maintenance/support and professional services elements.  We recognize revenue on an output basis when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.  Our contracts with customers may include multiple performance obligations.  For such arrangements, we allocate revenue to each performance obligation based on its relative standalone selling price (“SSP”).  We determine standalone selling prices based on the amount that we believe the market is willing to pay determined through historical analysis of sales data as well as through use of the residual approach when we can estimate the SSP for one or more, but not all, of the promised goods or services. 

SaaS arrangements and time-based software subscriptions typically have an initial term ranging from one to three years and are renewable on an annual basis.  A typical SaaS/software subscription arrangement will also include hardware, setup and implementation services. Revenues allocated to the SaaS/software subscription performance obligations are recognized on an output basis ratably as the service is provided over the non-cancellable term of the SaaS/subscription service and are reported as Cloud revenue on the Consolidated Statement of Comprehensive Loss. Revenue allocated to other performance obligations included in the arrangement is recognized as outlined in the paragraphs below. 

8

ASURE SOFTWARE, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Amounts in thousands, except share and per share data unless otherwise noted)

Hardware devices sold to customers (typically time clocks, LCD panels, sensors and other peripheral devices) are sold as either a standard product sell arrangement where title to the hardware passes to the customer or under a hardware-as-a-service (“HaaS”) arrangement where the title to the hardware remains with Asure.  Revenues allocated to hardware sold as a standard product sell is recognized on an output basis as revenue when title passes to the customer, typically the date we ship the hardware and are reported as Hardware revenue on the Income Statement.  Revenues allocated to hardware under a hardware-as-a-service (“HaaS”) arrangement are recognized on an output basis as hardware usage revenue ratably as the service is provided over the non-cancellable term of the HaaS arrangement, typically one year.  Revenues recognized from hardware devices sold to customers via either of the two above types of arrangements are reported as Hardware revenue on the Consolidated Statement of Comprehensive Loss.

Our professional services offerings typically include data migration, set up, training, and implementation services.  Set up and implementation services typically occur at the start of the software arrangement while certain other professional services, depending on the nature of the services and customer requirements, may occur several months later.  We can reasonably estimate professional services performed for a fixed fee and we recognize allocated revenue on an output basis on a proportional performance basis as the service is provided. We recognize allocated revenues on an output basis for professional services engagements billed on a time and materials basis as the service is provided.  We recognize allocated revenues on an output basis on all other professional services engagements upon the earlier of the completion of the service’s deliverable or the expiration of the customer’s right to receive the service.  Revenues recognized from professional services offerings are reported as Professional service revenue on the Consolidated Statement of Comprehensive Loss.

We recognize allocated revenue for maintenance/support on an output basis ratably over the non-cancellable term of the support agreement.  Initial maintenance/support terms are typically one to three years and are renewable on an annual basis.  Revenues recognized from maintenance/support are reported as Maintenance and support revenue on the Consolidated Statement of Comprehensive Loss.

We do not recognize revenue for agreements with rights of return, refundable fees, cancellation rights or substantive acceptance clauses until these return, refund or cancellation rights have expired or acceptance has occurred.  Our arrangements with resellers do not allow for any rights of return.

Our payment terms vary by the type of customer and the customer’s payment history and the products or services offered.  The term between invoicing and when payment is due is not significant and as such our contracts do not include a significant financing component.  The transaction prices of our contracts do not include consideration amounts that are variable and do not include noncash consideration.

Deferred revenue includes amounts invoiced to customers in excess of revenue we recognize, and is comprised of deferred Cloud, HaaS, Maintenance and support, and Professional services revenue.  We recognize deferred revenues when we complete the service and over the terms of the arrangements, primarily ranging from one to three years.

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 March 31, 2018, we were not party to any pending legal proceedings.

NOTE 3 – FAIR VALUE MEASUREMENTS

Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures defines fair value, establishes a framework for measuring fair value in U.S. generally accepted accounting principles and expands disclosures about fair value measurements. 

ASC 820 establishes a three-tier fair value hierarchy, which is based on the reliability of the inputs used in measuring fair values. These tiers include:

Level 1: Quoted prices in active markets for identical assets or liabilities;

Level 2: Quoted prices in active markets for similar assets or liabilities; quoted prices in markets that are not active for identical or similar assets or liabilities; and model-driven valuations whose significant inputs are observable; and

Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

9

ASURE SOFTWARE, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Amounts in thousands, except share and per share data unless otherwise noted)

The following table presents the fair value hierarchy for our financial assets measured at fair value on a recurring basis as of March 31, 2018 and December 31, 2017, respectively:

			Fair Value Measure at March 31, 2018
	Total		Quoted		Significant
	Carrying		Prices		Other		Significant
	Value at		in Active		Observable		Unobservable
	March 31,		Market		Inputs		Inputs
Description	2018		(Level 1)		(Level 2)		(Level 3)
Assets:
Cash and cash equivalents	$	25,808	$	25,808	$	-	$	-
Total	$	25,808	$	25,808	$	-	$	-

			Fair Value Measure at December 31, 2017
	Total		Quoted		Significant
	Carrying		Prices		Other		Significant
	Value at		in Active		Observable		Unobservable
	December 31,		Market		Inputs		Inputs
Description	2017		(Level 1)		(Level 2)		(Level 3)
Assets:
Cash and cash equivalents	$	27,792	$	27,792	$	-	$	-
Total	$	27,792	$	27,792	$	-	$	-

NOTE 4 – ACQUISITIONS

2018 Acquisitions

In January 2018, we closed three strategic acquisitions: TelePayroll Inc. (“TelePayroll”), a Southern California-based provider of HR, payroll and employee benefits services; Pay Systems of America, Inc. (“Pay Systems”), a provider of HR, payroll and employee benefits services; and Savers Administrative Services, Inc. (“Savers Admin”), a certified third-party administrator of payroll and HR services. All three companies are current resellers of our leading Human Resource Information System platform, Evolution. The total consideration for the three acquisitions was $30,574, of which $25,432 was paid with cash on hand and the remaining portion was paid with a combination of promissory notes and Asure common stock.

Stock Purchase Agreement

In January 2018, we closed on the acquisition of all of the outstanding shares of common stock (the “TelePayroll Shares”) of TelePayroll, Inc., a California corporation (“TelePayroll”), pursuant to a Stock Purchase Agreement (the “TelePayroll Stock Purchase Agreement”), among us, TelePayroll, the sellers identified therein, and the stockholders’ representative named therein. The aggregate consideration for the TelePayroll Shares consisted of (i) $9,000 in cash; (ii) 91,848 shares of common stock, having a value of $1,200 and (iii)  a subordinated promissory note (the “TelePayroll Note”) in the principal amount of $1,800 subject to adjustment as provided in the TelePayroll Stock Purchase Agreement. We funded the cash payment with cash on hand. The TelePayroll Note bears interest at an annual rate of 2.0% and matures on January 1, 2020. The entire unpaid principal and all accrued interest under the TelePayroll Note is payable at maturity.

Stock Purchase Agreement

In January 2018, we closed on the acquisition of all of the outstanding shares of common stock (the “Savers Admin Shares”) of Savers Administrative Services, Inc., a North Carolina corporation (“Savers Admin”), pursuant to a Stock Purchase Agreement (the “Savers Admin Stock Purchase Agreement”), among us, Savers Admin, the sellers identified therein, and the stockholders’ representative named therein. The aggregate consideration for the Savers Admin Shares consisted of (i) $2,280 in cash and (ii) a subordinated promissory note (the “Savers Admin Note”) in the principal amount of $570 subject to adjustment as provided in the Savers Admin Stock Purchase Agreement. We funded the cash payment with cash on hand. The Savers Admin Note bears interest at an annual rate of 2.0% and matures on January 1, 2020. The entire unpaid principal and all accrued interest under the Savers Admin Note is payable at maturity.

10

ASURE SOFTWARE, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Amounts in thousands, except share and per share data unless otherwise noted)

Stock Purchase Agreement

In January 2018, we closed on the acquisition of all of the outstanding shares of common stock (the “Pay Systems Shares”) of Pay Systems of America, Inc., a Tennessee corporation (“Pay Systems”), pursuant to a Stock Purchase Agreement (the “Pay Systems Stock Purchase Agreement”), among us, Pay Systems and the sellers identified therein. The aggregate consideration for the Pay Systems Shares consisted of (i) $14,152 in cash and (ii) a subordinated promissory note (the “Pay Systems Note”) in the principal amount of $1,572 subject to adjustment as provided in the Pay Systems Stock Purchase Agreement. We funded the cash payment with cash on hand. The Pay Systems Note bears interest at an annual rate of 2.0% and is payable in two installments – one-half, plus accrued interest, on July 1, 2018 and the remaining principal balance and accrued interest on January 1, 2019.

Purchase Price Allocation

Following is the purchase price allocation for the 2018 acquisitions. We based the preliminary fair value estimate for the assets acquired and liabilities assumed for these acquisitions upon preliminary calculations and valuations.  Our estimates and assumptions for these acquisitions are subject to change as we obtain additional information for our estimates during the respective measurement periods (up to one year from the acquisition date). The primary areas of those preliminary estimates that we have not yet finalized relate to certain tangible assets and liabilities acquired, and income and non-income based taxes.

We recorded the transactions using the acquisition method of accounting and recognized assets and liabilities assumed at their fair value as of the dates of acquisitions. The $16,980 of intangible assets subject to amortization consist of $15,800 allocated to Customer Relationships, $850 for Trade Names, and $330 for Noncompete Agreements.  To value the Trade Names, we employed the relief from royalty method under the market approach. For the Noncompete Agreements, we employed a form of the income approach which analyzes the Company’s profitability with these assets in place, in contrast to the Company’s profitability without them. For the Customer Relationships, we employed a form of the excess earnings method, which is a form of the income approach. The discount rate used in valuing these assets ranged from 14.5% to 31.0%, which reflects the risk associated with the intangible assets related to the other assets and the overall business operations to us. We estimated the fair values of the Trade Names using the relief from royalty method based upon a 1.0% royalty rate.  

We believe significant synergies are expected to arisefrom these strategic acquisitions. This factor contributed to a purchase price that was in excess of the fair value of the net assets acquired and, as a result, we recorded goodwill for each acquisition. A portion of acquired goodwill will be deductible for tax purposes.

Assets Acquired	TelePayroll		Pay Systems		Savers Admin		Total
Cash & cash equivalents	$	197		767		160	$	1,124
Accounts receivable		9		54		67		130
Fixed assets		10		121		-		131
Other assets		91		49		12		152
Funds held for clients		8,520		10,976		5,525		25,021
Goodwill		4,428		8,273		865		13,566
Intangibles		7,870		7,240		1,870		16,980
Total assets acquired	$	21,125		27,480		8,499	$	57,104
Liabilities assumed
Accounts payable		55		107		45		207
Accrued other liabilities		347		951		94		1,392
Deferred revenue		356		-		-		356
Client fund obligations		8,520		10,976		5,525		25,021
Total liabilities assumed		9,278		12,034		5,664		26,976
Net assets acquired	$	11,847		15,446		2,835	$	30,128

11

ASURE SOFTWARE, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Amounts in thousands, except share and per share data unless otherwise noted)

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

	TelePayroll			Pay Systems			Savers Admin			Total
Purchase price	$	12,000			15,724			2,850		$	30,574
Working capital adjustment		36			(217	)		38			(143	)
Adjustment to fair value of Asure’s stock issued		(7	)		-			-			(7	)
Debt discount		(182	)		(61	)		(53	)		(296	)
Fair value of net assets acquired	$	11,847			15,446			2,835		$	30,128

Transaction costs for the 2018 acquisitions were $993 and were expensed as incurred and included in selling, general and administrative expenses.

2017 Acquisitions

In January 2017, we closed three strategic acquisitions: Personnel Management Systems, Inc., a provider of outsourced HR solutions; Corporate Payroll, Inc. (Payroll Division), a provider of payroll services; and Payroll Specialties NW, Inc., a provider of payroll services. 

In May 2017, we closed two strategic acquisitions: iSystems Intermediate HoldCo, Inc. (“iSystems”), and Compass HRM. iSystems, through its flagship product, Evolution HCM, offers payroll, tax management and HR software combined with comprehensive back-end service bureau tools to service providers across the United States. Tampa-based Compass HRM is a current reseller of our HCM offering (formerly Mangrove), which provides human resources solutions that enhance organizations, people, and profits through payroll and HR solutions. The acquisition of Compass HRM expands our reach in the Southeast, particularly Florida. 

In October 2017, we acquired Associated Data Services (“ADS”). ADS, based in Birmingham, Alabama, is a leading regional human resources and payroll services bureau in the Southeast and a current reseller of our HCM solution, Evolution.

Stock Purchase Agreement

In January 2017, we closed on the acquisition of all of the outstanding shares of common stock (the “PMSI Shares”) of Personnel Management Systems, Inc., a Washington corporation (“PMSI”), pursuant to a Stock Purchase Agreement (the “Stock Purchase Agreement”), among us, PMSI, the sellers identified therein, and the stockholders’ representative named therein. The aggregate consideration for the PMSI Shares consisted of (i) $3,875 in cash and (ii) a subordinated promissory note (the “PMSI Note”) in the principal amount of $1,125 subject to adjustment as provided in the Stock Purchase Agreement. We funded the cash payment with proceeds from our recent underwritten public offering in June 2017. The PMSI Note bears interest at an annual rate of 2.0% and matures on April 30, 2018. The entire unpaid principal and all accrued interest under the PMSI Note is payable at maturity.

Asset Purchase Agreement

In January 2017, we closed on the acquisition of substantially all the assets of Corporate Payroll, Inc., an Ohio corporation (“CPI”), relating to its payroll service bureau business, pursuant to an Asset Purchase Agreement (the “CPI Asset Purchase Agreement”). The aggregate consideration for the assets consisted of (i) $1,500 in cash, (ii) a subordinated promissory note (the “CPI Note”) in the principal amount of $500 and (iii) 112,166 shares of our common stock valued at $1,000, subject to adjustment as provided in the CPI Asset Purchase Agreement. We funded the cash payment with proceeds from our recent underwritten public offering in June 2017. The CPI Note bears no interest and matures on April 30, 2018. The entire unpaid principal under the CPI Note is payable at maturity. The recipient of the shares of our common stock entered into a six month lock-up agreement with us.

Asset Purchase Agreement

In January 2017, we closed on the acquisition of substantially all the assets of Payroll Specialties NW, Inc., an Oregon corporation (“PSNW”), pursuant to an Asset Purchase Agreement (the “PSNW Asset Purchase Agreement”). The aggregate consideration for the assets consisted of (i) $3,010 in cash and (ii) a subordinated promissory note (the “PSNW Note”) in the principal amount of $600, subject to adjustment as provided in the PSNW Asset Purchase Agreement. We funded the cash payment with proceeds from our recent underwritten public offering in June 2017. The PSNW Note bears interest at an annual rate of 2.0% and matures on April 30, 2018. The entire unpaid principal and all accrued interest under the PSNW Note is payable at maturity.

12

ASURE SOFTWARE, INC.

 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Amounts in thousands, except share and per share data unless otherwise noted)

Equity Purchase Agreement

In May 2017, we entered into an equity purchase agreement (the “Equity Purchase Agreement”) with iSystems Holdings, LLC, a Delaware limited liability company (“Seller”), and iSystems Intermediate Holdco, Inc., a Delaware corporation (“iSystems”), pursuant to which we acquired 100% of the outstanding equity interests of iSystems for an aggregate purchase price of $55,000, subject to adjustment as provided in the Equity Purchase Agreement. The aggregate purchase price consists of (i) $32,000 in cash, subject to adjustment, (ii) a secured subordinated promissory note (“iSystems Note”) in the principal amount of $5,000, subject to adjustment, and (iii) 1,526,332 shares of unregistered common stock valued at $18,000 based on a volume-weighted average of the closing prices of our common stock during a 90-day period. The iSystems Note bears interest at an annual rate of 3.5% and matures on May 25, 2019. The unpaid principal and all accrued interest under the promissory note is payable in two installments of $2,500 on May 25, 2018 and May 25, 2019, subject to adjustment. 

To finance the iSystems acquisition, we amended and restated our existing credit agreement with Wells Fargo Bank, National Association, as administrative agent (the “Restated Credit Agreement”) to add an additional term loan in the amount of approximately $40,000, of which we borrowed approximately $32,000 to complete the iSystems acquisition. See Note 6- Notes Payable for further detail.

Stock Purchase Agreement

In May 2017, we entered into a stock purchase agreement (the “Stock Purchase Agreement”) with Compass HRM, Inc. (“Compass”) and the sellers and seller representative named therein, pursuant to which the sellers sold 100% of the outstanding shares of capital stock of Compass to us for an aggregate purchase price of $6,000, subject to adjustment as provided in the Stock Purchase Agreement. Compass is headquartered in Tampa, Florida, and provides cloud-based human resource management software, including payroll, benefits, time and attendance, and performance management. The aggregate purchase price consists of $4,500 in cash and a subordinated promissory note (“Compass Note”) in the principal amount of $1,500, subject to adjustment. The Compass Note bears interest at an annual rate of 2.0% and matures on May 25, 2022. The Compass Note is payable in five annual installments of $300 on the anniversary of the closing date, subject to adjustment. The Compass Note was adjusted in March 2018, effective as of May 2017, to a principal amount of $1,474, to give effect to a working capital adjustment pursuant to the Stock Purchase Agreement. The revised Compass Note is now payable in five annual installments of $295 on the anniversary of the closing date, subject to adjustment.

To finance the Compass acquisition, we incurred approximately $4,500 of additional indebtedness pursuant to an additional term loan under our Restated Credit Agreement. See Note 6 –Notes Payable for further details.

Stock Purchase Agreement

In October 2017, we entered into a stock purchase agreement (the “ADS Stock Purchase Agreement”) with Associated Data Services (“ADS”) and the sellers and seller representative named therein, pursuant to which the sellers sold 100% of the outstanding shares of capital stock of ADS to us for an aggregate purchase price of $3,400, subject to adjustment as provided in the ADS Stock Purchase Agreement. The aggregate purchase price consists of $1,778 in cash; 44,624 shares of common stock in Asure Software, Inc. estimated to have a fair value of $528,200;  and a subordinated promissory note (“ADS Note”) in the principal amount of $1,122, subject to adjustment. The ADS Note bears interest at an annual rate of 2.0%. The ADS Note is payable in two annual installments of $370 and $752 plus accrued interest, on October 1, 2018 and October 1, 2019, respectively , subject to adjustment.

Purchase Price Allocation

Following is the purchase price allocation for the 2017 acquisitions. We based the preliminary fair value estimate for the assets acquired and liabilities assumed for these acquisitions upon preliminary calculations and valuations.  Our estimates and assumptions for these acquisitions are subject to change as we obtain additional information for our estimates during the respective measurement periods (up to one year from the acquisition date). The primary areas of those preliminary estimates that we have not yet finalized relate to certain tangible assets and liabilities acquired, and income and non-income based taxes.

We recorded the transactions using the acquisition method of accounting and recognized assets and liabilities assumed at their fair value as of the dates of acquisitions. The $26,408 of intangible assets subject to amortization consist of $23,085 allocated to Customer Relationships, $1,621 for Trade Names, $1,010 for Developed Technology, and $692 for Noncompete Agreements.  To value the Trade Names, we employed the relief from royalty method under the market approach. For the Noncompete Agreements, we employed a form of the income approach which analyzes the Company’s profitability with these assets in place, in contrast to the Company’s profitability without them. For the Customer Relationships and Developed Technology, we employed a form of the excess earnings method, which is a form of the income approach. The discount rate used in valuing these assets ranged from 14.0% to 17.0%, which reflects the risk associated with the intangible assets related to the other assets and the overall business operations to us. We estimated the fair values of the Trade Names using the relief from royalty method based upon a 1.0% to 1.7% royalty rate.  

13

ASURE SOFTWARE, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Amounts in thousands, except share and per share data unless otherwise noted)

We believe significant synergies are expected to arisefrom these strategic acquisitions. This factor contributed to a purchase price that was in excess of the fair value of the net assets acquired and, as a result, we recorded goodwill for each acquisition. A portion of acquired goodwill will be deductible for tax purposes.

We based the allocations on fair values at the date of acquisition:

Assets Acquired	CPI		PMSI		PSNW		iSystems		Compass		ADS		Total
Cash & cash equivalents	$	126		131		53		211		207		124	$	852
Accounts receivable		22		347		111		951		241		-		1,672
Restricted cash		-		-		-		200		-		-		200
Fixed assets		-		130		7		681		38		4		860
Other assets		-		17		17		699		33		1		767
Funds held for clients		2,809		-		6,294		-		-		5,091		14,194
Goodwill		1,190		2,295		1,579		42,330		2,023		1,474		50,891
Intangibles		1,563		2,646		1,879		15,070		3,470		1,780		26,408
Total assets acquired	$	5,710		5,566		9,940		60,142		6,012		8,474	$	95,844
Liabilities assumed
Accounts payable		51		19		28		392		65		18		573
Accrued other liabilities		-		197		40		868		45		30		1,180
Deferred revenue		-		370		-		1,073		-		-		1,443
Client fund obligations		2,754		-		6,294		-		-		5,091		14,139
Total liabilities assumed		2,805		586		6,362		2,333		110		5,139		17,335
Net assets acquired	$	2,905		4,980		3,578		57,809		5,902		3,335	$	78,509

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

	CPI			PMSI			PSNW			iSystems			Compass			ADS			Total
Purchase price	$	3,000			5,000			3,610			55,000			6,000			3,400		$	76,010
Working capital adjustment		-			42			-			202			55			-			299
Adjustment to fair value of Asure’s stock issued		(54	)		-			-			2,880			-			28			2,854
Debt discount		(41	)		(62	)		(32	)		(273	)		(153	)		(93	)		(654	)
Fair value of net assets acquired	$	2,905			4,980			3,578			57,809			5,902			3,335		$	78,509

Transaction costs for the 2017 acquisitions were $3,112 and were expensed as incurred and included in selling, general and administrative expenses.

14

ASURE SOFTWARE, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Amounts in thousands, except share and per share data unless otherwise noted)

Unaudited Pro Forma Financial Information

The following unaudited summary of pro forma combined results of operations for the three months ended March 31, 2018 and March 31, 2017 gives effect to the acquisitions of iSystems, Compass, ADS, TelePayroll, Pay Systems, and Savers Admin 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.

	FOR THE THREE MONTHS ENDED MARCH 31, 2018			FOR THE THREE MONTHS ENDED MARCH 31, 2017
Revenues	$	19,304		$	18,766
Net income (loss)	$	(1,251	)	$	(2,381	)
Net income (loss) per common share:
Basic and diluted	$	(0.10	)	$	(0.23	)
Weighted average shares outstanding:
Basic		12,583			10,403
Diluted		12,583			10,403

NOTE 5 – GOODWILL AND OTHER INTANGIBLE ASSETS

We accounted for our historical acquisitions in accordance with ASC 805, Business Combinations.  We recorded the amount exceeding the fair value of net assets acquired at the date of acquisition as goodwill. We recorded intangible assets apart from goodwill if the assets had contractual or other legal rights or if the assets could be separated and sold, transferred, licensed, rented or exchanged. Our goodwill relates to the following acquisitions: ADI and Legiant in 2011, PeopleCube in 2012, FotoPunch and Roomtag in 2014, Mangrove in 2016, PMSI, CPI and PSNW in January 2017, iSystems and Compass in May 2017, ADS in October 2017, and TelePayroll, Pay Systems, and Savers Admin in January 2018. 

In accordance with ASC 350, Intangibles-Goodwill and Other, we review and evaluate our long-lived assets, including intangible assets with finite lives, for impairment whenever events or changes in circumstances indicate that we may not recover their net book value. We test goodwill for impairment on an annual basis in the fourth fiscal quarter of each year, and between annual tests, if indicators of potential impairment exist, using a fair-value-based approach. There has been no impairment of goodwill for the periods presented. We amortize intangible assets not considered to have an indefinite useful life using the straight-line method over their estimated period of benefit, which generally ranges from one to nine years. Each reporting period, we evaluate the estimated remaining useful life of intangible assets and assess whether events or changes in circumstances warrant a revision to the remaining period of amortization or indicate that impairment exists. We have not identified any impairments of finite-lived intangible assets during any of the periods presented. 

The following table summarizes the changes in our goodwill:

Balance at December 31, 2017	$	77,348
Goodwill recognized upon acquisitions of Telepayroll, Pay Systems and Savers Admin		13,566
Adjustment to Goodwill associated with acquisitions of Compass, ADS, iSystems and PMSI		81
Foreign exchange adjustment to goodwill		3
Balance at March 31, 2018	$	90,998

15

ASURE SOFTWARE, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Amounts in thousands, except share and per share data unless otherwise noted)

The gross carrying amount and accumulated amortization of our intangible assets as of March 31, 2018 and December 31, 2017 are as follows:

			March 31, 2018
Intangible Assets	Weighted Average Amortization Period (in Years)		Gross		Accumulated Amortization			Net
Developed Technology		6.7	$	11,925	$	(5,446	)	$	6,479
Customer Relationships		9.4		52,896		(14,394	)		38,502
Reseller Relationships		7.00		853		(792	)		61
Trade Names		11.4		3,765		(953	)		2,812
Noncompete		5.1		1,022		(211	)		811
		8.9	$	70,461	$	(21,796	)	$	48,665

			December 31, 2017
Intangible Assets	Weighted Average Amortization Period (in Years)		Gross		Accumulated Amortization			Net
Developed Technology		6.7	$	11,925	$	(5,010	)	$	6,915
Customer Relationships		9.5		37,096		(13,142	)		23,954
Reseller Relationships		7.0		853		(761	)		92
Trade Names		10.4		2,915		(884	)		2,031
Noncompete Agreements		6.1		692		(130	)		562
		8.8	$	53,481	$	(19,927	)	$	33,554

We record amortization expenses using the straight-line method over the estimated useful lives of the intangible assets, as noted above.  Amortization expenses for the three months ended March 31, 2018 and 2017 were $1,597 and $847, respectively, included in Operating Expenses. Amortization expenses recorded in Cost of Sales were $297 and $106 for the three months ended March 31, 2018 and 2017, respectively.

The following table summarizes the future estimated amortization expense relating to our intangible assets as of March 31, 2018:

Calendar Years
2018 (April to December)	$	5,542
2019		6,697
2020		5,862
2021		5,420
2022		5,328
2023		4,496
Thereafter		15,320
	$	48,665

16

ASURE SOFTWARE, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Amounts in thousands, except share and per share data unless otherwise noted)

NOTE 6 – NOTES PAYABLE

The following table summarizes our outstanding debt as of the dates indicated:

Notes Payable	Maturity	Stated Interest Rate			Balance as of March 31, 2018		Balance as of December 31, 2017
Subordinated Notes Payable- PMSI acquisition	4/30/2018		2.00	%		1,125		1,125
Subordinated Notes Payable- CPI acquisition	4/30/2018		-	%		500		500
Subordinated Notes Payable- PSNW acquisition	4/30/2018		2.00	%		600		600
Subordinated Notes Payable- iSystems acquisition	5/25/2019		3.50	%		5,000		5,000
Subordinated Notes Payable- Compass acquisition	5/25/2022		2.00	%		1,474		1,500
Subordinated Notes Payable- ADS acquisition	10/1/2019		2.00	%		1,122		1,122
Subordinated Notes Payable- TelePayroll acquisition	01/01/2020		2.00	%		1,800		-
Subordinated Notes Payable- Savers Admin acquisition	01/01/2020		2.00	%		570		-
Subordinated Notes Payable- Pay Systems acquisition	01/01/2019		2.00	%		1,572		-
Term Loan – Wells Fargo Syndicate Partner	5/25/2022		10.55	%		52,500		34,125
Term Loan - Wells Fargo	5/25/2022		5.55	%		52,500		34,125
Total Notes Payable					$	118,763	$	78,097
Short-term notes payable					$	8,012	$	8,895
Long-term notes payable					$	110,751	$	69,202

On January 1, 2016, we adopted ASU 2015-03 for debt issuance costs on our term loan, on a retrospective basis. The impact of adopting ASU 2015-03 was the classification of all deferred financing costs as a deduction to corresponding debt in addition to the reclassification of deferred financing costs in other current and long-term assets to short and long-term notes payable. The following table summarizes the debt issuance costs as of the dates indicated:

Notes Payable	Gross Notes Payable at March 31, 2018		Debt Issuance Costs and Debt Discount			Net Notes Payable at March 31, 2018
Notes payable, current portion	$	8,012	$	(196	)	$	7,816
Notes payable, net of current portion		110,751		(3,979	)		106,772
Total Notes Payable	$	118,763	$	(4,175	)	$	114,588

Notes Payable	Gross Notes Payable at December 31, 2017		Debt Issuance Costs			Net Notes Payable at December 31, 2017
Notes payable, current portion	$	8,895	$	-		$	8,895
Notes payable, net of current portion		69,202		(2,229	)		66,973
Total Notes Payable	$	78,097	$	(2,229	)	$	75,868

The following table summarizes the future principal payments related to our outstanding debt:

Year  Ended	Gross Amount
December 31, 2018 (April to December)	$	6,963
December 31, 2019		5,383
December 31, 2020		4,896
December 31, 2021		4,889
December 31, 2022		96,632
Gross Notes Payable	$	118,763

17

ASURE SOFTWARE, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Amounts in thousands, except share and per share data unless otherwise noted)

Subordinated Notes Payable- PMSI Acquisition

In January 2017, we acquired all of the outstanding shares of common stock (the “PMSI Shares”) of Personnel Management Systems, Inc., a Washington corporation (“PMSI”), pursuant to a Stock Purchase Agreement (the “Stock Purchase Agreement”). The aggregate consideration for the PMSI Shares consisted of (i) $3,875 in cash and (ii) a subordinated promissory note (the “PMSI Note”) in the principal amount of $1,125 subject to adjustment as provided in the Stock Purchase Agreement. We funded the cash payment with proceeds from our recent public stock offering. The PMSI Note bears interest at an annual rate of 2.0% and matures on April 30, 2018. The entire unpaid principal and all accrued interest under the PMSI Note is payable at maturity.

Subordinated Notes Payable- CPI Acquisition

In January 2017, we acquired substantially all the assets of Corporate Payroll, Inc., an Ohio corporation (“CPI”), relating to its payroll service bureau business, pursuant to an Asset Purchase Agreement (the “CPI Asset Purchase Agreement”). The aggregate consideration for the assets consisted of (i) $1,500 in cash, (ii) a subordinated promissory note (the “CPI Note”) in the principal amount of $500 and (iii) 112,166 shares of our common stock valued at $1,000, subject to adjustment as provided in the CPI Asset Purchase Agreement. We funded the cash payment with proceeds from a public stock offering which occurred in July 2016. The CPI Note bears no interest and matures on April 30, 2018. The entire unpaid principal under the CPI Note is payable at maturity.

Subordinated Notes Payable – PSNW Acquisition

In January 2017, we acquired substantially all the assets of Payroll Specialties NW, Inc., an Oregon corporation (“PSNW”), pursuant to an Asset Purchase Agreement (the “PSNW Asset Purchase Agreement”). The aggregate consideration for the assets consisted of (i) $3,010 in cash and (ii) a subordinated promissory note (the “PSNW Note”) in the principal amount of $600, subject to adjustment as provided in the PSNW Asset Purchase Agreement. We funded the cash payment with proceeds from our public stock offering which occurred in July 2016. The PSNW Note bears interest at an annual rate of 2.0% and matures on April 30, 2018. The entire unpaid principal and all accrued interest under the PSNW Note is payable at maturity.

As of March 31, 2018, the principal amount of $600 is due to the seller, who is currently an employee.

Subordinated Notes Payable- iSystems Acquisition

In May 2017, we acquired 100% of the outstanding equity interests of iSystems Intermediate Holdco, Inc., a Delaware corporation (“iSystems”), pursuant to an equity purchase agreement (the “Equity Purchase Agreement”). The aggregate purchase price consisted of (i) $32,000 in cash, subject to adjustment as provided in the Equity Purchase Agreement, (ii) a secured subordinated promissory note (“iSystems Note”) in the principal amount of $5,000, subject to adjustment as provided in the Equity Purchase Agreement, and (iii) 1,526,332 shares of unregistered common stock valued at $18,000. The iSystems Note bears interest at an annual rate of 3.5% and matures on May 25, 2019. The unpaid principal and all accrued interest under the promissory note is payable in two installments of $2,500 on May 25, 2018 and May 25, 2019, subject to adjustment.

Subordinated Notes Payable- Compass Acquisition

In May 2017, we acquired 100% of the outstanding shares of capital stock of Compass HRM, Inc. (“Compass”) pursuant to a stock purchase agreement (the “Stock Purchase Agreement”). The aggregate purchase price consisted of $4,500 in cash and a subordinated promissory note (“Compass Note”) in the principal amount of $1,500, subject to adjustment as provided in the Stock Purchase Agreement. The Compass Note bears interest at an annual rate of 2.0% and matures on May 25, 2022. The Compass Note was payable in five annual installments of $300 on the anniversary of the closing date, subject to adjustment. The Compass Note was adjusted in March 2018, effective as of May 2017, to a principal amount of $1,474, which is payable in five (5) annual installments of $295.

As of March 31, 2018, the principal amount of $1,474 is due to the seller, who is currently an employee.

18

ASURE SOFTWARE, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Amounts in thousands, except share and per share data unless otherwise noted)

Subordinated Notes Payable- ADS Acquisition

In October 2017, we acquired 100% of the outstanding shares of capital stock of Associated Data Services (“ADS”). The aggregate purchase price consists of $1,778 in cash; 44,624 shares of Asure Software, Inc. common stock valued at $400; and a subordinated promissory note (“ADS Note”) in the principal amount of $1,122, subject to adjustment.  The ADS Note bears interest at an annual rate of 2.0%. The ADS Note is payable in two annual installments of $370 and $752, plus accrued interest, on October 1, 2018 and October 1, 2019, respectively, subject to adjustment.

Subordinated Notes Payable- TelePayroll Acquisition

In January 2018, we acquired 100% of the outstanding shares of capital stock of TelePayroll. The aggregate purchase price consists of $9,000 in cash; 91,848 shares of Asure Software, Inc. common stock valued at $1,200; and a subordinated promissory note in the principal amount of $1,800, subject to adjustment.  The TelePayroll Note bears interest at an annual rate of 2.0% and matures on January 1, 2020. The entire unpaid principal and all accrued interest under the TelePayroll Note is payable at maturity.

Subordinated Notes Payable- Savers Admin Acquisition

In January 2018, we acquired 100% of the outstanding shares of capital stock of Savers Admin. The aggregate purchase price consists of $2,280 in cash and a subordinated promissory note in the principal amount of $570, subject to adjustment.  The Savers Admin Note bears interest at an annual rate of 2.0% and matures on January 1, 2020. The entire unpaid principal and all accrued interest under the Savers Admin Note is payable at maturity.

Subordinated Notes Payable- Pay Systems Acquisition

In January 2018, we acquired 100% of the outstanding shares of capital stock of Pay Systems. The aggregate purchase price consists of $14,152 in cash and a subordinated promissory note in the principal amount of $1,572, subject to adjustment.  The Pay Systems Note bears interest at an annual rate of 2.0%. The Pay Systems Note is payable in two annual installments of $786 each, along with accrued interest, on July 1, 2018 and January 1, 2019, subject to adjustment.

Term Loan - Wells Fargo

 In March 2014, we entered into a credit agreement (the “Credit Agreement”) with Wells Fargo Bank, N.A., 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 provided for a term loan in the amount of $15,000 maturing in March 2019.

The Credit Agreement also provided for a revolving loan commitment in the aggregate amount of up to $3,000. The outstanding principal amount of the revolving loan is due and payable in March 2019. Additionally, the Credit Agreement provided for a $10,000 uncommitted incremental term loan facility to support permitted acquisitions.

In March 2016, we amended the Credit Agreement to, among other things, increase our overall credit facility to $29,188. In March 2017, we amended our Credit Agreement with Wells Fargo Bank, N.A to, among other things, obtain an additional term loan in the amount of $5,000. In the first quarter of 2017, we used the proceeds of the additional term loan to repay a portion of all amounts outstanding under the secured subordinated note we issued in connection with the Mangrove acquisition.

19

ASURE SOFTWARE, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Amounts in thousands, except share and per share data unless otherwise noted)

Amended and Restated Credit Agreement

In May 2017, we entered into an amended and restated credit agreement (the “Restated Credit Agreement”) with Wells Fargo Bank, N. A., as administrative agent, and the lenders that are parties thereto, amending and restating the terms of the Credit Agreement dated as of March 2014, as amended.

The Restated Credit Agreement provides for an increase in the aggregate principal amount of total commitments from approximately $32,714 to $75,000. This increase includes an additional term loan commitment of approximately $40,286 and an additional revolver commitment of $2,000. The term loan consists of a $35,000 “First Out Loan Obligation” funded by Wells Fargo as administrative agent, and a $35,000 “Last Out Loan Obligation” funded by Wells Fargo’s syndicate partner, Goldman Sachs.

Second Amended and Restated Credit Agreement

On March 29, 2018, we entered into a second amended and restated credit agreement (the “Second Restated Credit Agreement”) with Wells Fargo Bank, National Association, and the lenders that are parties thereto, amending and restating the terms of the Amended and Restated Credit Agreement dated as of May 25, 2017 (the “First Facility”).

The Second Restated Credit Agreement provides for a total of $175,000 in available financing consisting of  (a) $105,000 in the aggregate principal amount of term loans, an increase of approximately $36,750; (b) a $5,000 line of credit, (c) a $25,000 delayed draw term loan commitment for the financing of permitted acquisitions, which is a new financing option for us; and (d) a $40,000 accordion, an increase of $30,000. The accordion allows us to increase the amount of financing we receive from our lenders at our option. Financing under the delayed draw term loan commitment and accordion are subject to certain conditions as described in the Second Restated Credit Agreement.

The Second Restated Credit Agreement amends the applicable margin rates for determining the interest rate payable on the loans as follows:

Leverage Ratio	First Out Revolver Base Rate Margin	First Out Revolver LIBOR Rate Margin	First Out TL Base Rate Margin	First Out TL LIBOR Rate Margin	Last Out Base Rate Margin	Last Out LIBOR Rate Margin
≤ 3.25:1	4.25 percentage points	5.25 percentage points	1.75  percentage points	2.75  percentage points	6.75  percentage points	7.75 percentage points
> 3.25:1	4.75 percentage points	5.75 percentage points	2.25  percentage points	3.25 percentage points	7.25  percentage points	8.25  percentage points

The outstanding principal amount of the term loans is payable as follows:

· $263 beginning on June 30, 2018 and the last day of each fiscal quarter thereafter up to March 31, 2020, plus an additional amount equal to 0.25% of the principal amount of all delayed draw term loans;

· $656 beginning on June 30, 2020 and the last day of each fiscal quarter thereafter up to March 31, 2021, plus an additional amount equal to 0.625% of the principal amount of all delayed draw term loans; and

· $1,313 beginning on June 30, 2021 and the last day of each fiscal quarter thereafter, plus an additional amount equal to 1.25% of the principal amount of all delayed draw term loans.

The outstanding principal balance and all accrued and unpaid interest on the term and revolving loans is due on May 25, 2022.

The Second Restated Credit Agreement also:

· amends our leverage ratio covenant to increase the maximum ratio to  6.50:1 at March 31, 2018 and June 30, 2018, 6.00:1 at September 30, 2018 and December 31, 2018 and then stepping down each quarter-end thereafter;

· amends our fixed charge coverage ratio to be not less than 1.25:1at March 31, 2018 and each quarter-end thereafter; and

· removes the TTM recurring revenue covenant.

20

ASURE SOFTWARE, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Amounts in thousands, except share and per share data unless otherwise noted)

As of March 31, 2018 and December 31, 2017, $2,379 and $0 was outstanding and $2,621 and $5,000, respectively, were available for borrowing under the revolver.

As of March 31, 2018, we were in compliance with all covenants and all payments remain current. We expect to be in compliance or be able to obtain compliance through debt repayments with available cash on hand or cash we expect to generate from the ordinary course of operations over the next twelve months. 

NOTE 7 – Contracts with Customers

Receivables

Receivables from contracts with customers, net of allowance for doubtful accounts of $465, were $12,646 at March 31, 2018.  Receivables from contracts with customers, net of allowance for doubtful accounts of $425, were $12,032 at December 31, 2017.

Deferred Commissions

Deferred commissions costs from contracts with customers were $2,333 and $636 at March 31, 2018 and December 31, 2017, respectively.  The amount of amortization recognized in the period was $284.

Deferred Revenue

Revenue of $4,705 was recognized during the three months ended March 31, 2018 that was included in the deferred revenue balance at the beginning of the period.

Transaction Price Allocated to the Remaining Performance Obligations

As of March 31, 2018, approximately $27,300 of revenue is expected to be recognized from remaining performance obligations. We expect to recognize revenue on approximately 70% of these remaining performance obligations over the next 12 months, with the balance recognized thereafter.

NOTE 8 – SHARE BASED COMPENSATION

Asure has one active equity plan, the 2009 Equity Plan (the “2009 Plan”). The 2009 Plan provides for the issuance of non-qualified and incentive stock options to our employees and consultants. We generally grant stock options with exercise prices greater than or equal to the fair market value at the time of grant.  The options generally vest over three to four years and are exercisable for a period of five to ten years beginning with date of grant.   Our shareholders approved an amendment to the 2009 Plan in June 2017 to increase the number of shares reserved under the plan from 1,400,000 to 1,700,000. We have 1,009,996 options granted and outstanding and 17,275 available for grant pursuant to the 2009 Plan as of March 31, 2018.

In April 2018, our board of directors adopted, subject to stockholder approval, the Asure Software, Inc. 2018 Incentive Award Plan (the “2018 Plan”).  The 2018 Plan is intended to replace our 2009 Plan.  The 2018 Plan will be voted upon at our annual meeting on May 16, 2018. Upon stockholder approval of the 2018 Plan, the 2018 Plan will become effective and will supersede and replace in its entirety the 2009 Plan, and no further awards will be granted under the 2009 Plan; however, the terms and conditions of the 2009 Plan will continue to govern any outstanding awards granted thereunder.  If the 2018 Plan is not approved by our stockholders, it will not become effective, the 2009 Plan will continue in effect, and we may continue to grant awards under the 2009 Plan, subject to its terms, conditions and limitations, using the stock available for issuance thereunder.

Employees and consultants of the Company, its subsidiaries and affiliates, as well as members of our board, are eligible to receive awards under the 2018 Plan. The 2018 Plan provides for the grant of incentive stock options and nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance bonus awards, performance stock units awards, other stock or cash-based awards and dividend equivalents to eligible individuals.

21

ASURE SOFTWARE, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Amounts in thousands, except share and per share data unless otherwise noted)

The number of shares available for issuance under 2018 Plan is equal to the sum of (i) 750,000 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 cancelled or otherwise terminate following the effective date of the 2018 Plan.

Share based compensation for our stock option plans for the three months ended March 31, 2018 and March 31, 2017 were $194 and $54, respectively. We issued no shares of common stock related to exercises of stock options granted from our 2009 Plan for the three months ended March 31, 2018 and March 31, 2017, respectively.

NOTE 9 – OTHER COMPREHENSIVE LOSS

Comprehensive income (loss) represents a measure of all changes in equity that result from recognized transactions and other economic events other than those resulting from investments by and distributions to shareholders. Our other comprehensive income (loss) includes foreign currency translation adjustments.

The following table presents the changes in each component of accumulated other comprehensive income (loss), net of tax:

	Foreign Currency Items			Accumulated Other Comprehensive Loss Items
Beginning balance, December 31, 2017	$	(63	)	$	(63	)
Other comprehensive loss before reclassifications		3			3
Amounts reclassified from accumulated other comprehensive income (loss)		—			—
Net current-period other comprehensive loss		3			3
Ending balance, March 31, 2018	$	(60	)	$	(60	)

The following table presents the tax benefit (expense) allocated to each component of other comprehensive income (loss):

	Three Months Ended March 31, 2018
	Before Tax		Tax Benefit		Net of Tax
Foreign currency translation adjustments	$	3	$	—	$	3
Other comprehensive loss	$	3	$	—	$	3

NOTE 10 – 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 to acquire approximately 1,010,000 and 609,000 shares for the three months ended March 31, 2018 and March 31, 2017, respectively, from the computation of the dilutive stock options because the effect of including the stock options would have been anti-dilutive.

The following table sets forth the computation of basic and diluted net income (loss) per common share for the three months ended March 31, 2018 and March 31, 2017: 

	Three Months			Three Months
	Ended March 31,			Ended March 31,
	2018			2017
Net loss	$	(1,925	)	$	(1,059	)
Weighted-average shares of common stock outstanding		12,583,000			8,628,000
Basic and diluted net loss per share	$	(0.15	)	$	(0.12	)

22

ASURE SOFTWARE, INC.

 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Amounts in thousands, except share and per share data unless otherwise noted)

NOTE 11 – SUBSEQUENT EVENTS

The Company 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 March 31, 2018, and events which occurred subsequent to March 31, 2018 but were not recognized in the condensed consolidated financial statements. The Company has determined that there were no subsequent events which required recognition, adjustment to or disclosure in the financial statements except as follows:

On April 1, 2018, we entered into a purchase agreement (the “Purchase Agreement”) with Wells Fargo Bank, N.A., a national banking association, pursuant to which we purchased a portfolio of customer accounts and the related contracts for payroll processing services for an aggregate purchase price of $10,450. The aggregate purchase price consists of (i) $10,000 in cash and (ii) a subordinated promissory note (the “Promissory Note”) in the principal amount of $450. The Promissory Note bears interest at an annual rate of 2.0%, and the unpaid principal and all accrued interest under the Promissory Note is payable on April 1, 2020. To finance this transaction, we used approximately $10,000 of the additional $36,750 term loan under our Second Restated Credit Agreement.

On April 1, 2018, we acquired all of the assets of Austin HR, LLC pursuant to an asset purchase agreement. Austin HR is headquartered in Austin, Texas and provides human resources management, consulting, executive coaching and leadership development services. To finance a portion of this acquisition, we used approximately $3,100 of the additional $36,750 term loan under our Second Restated Credit Agreement.

On April 2, 2018, we filed a universal shelf registration statement on Form S-3 with the Securities and Exchange Commission (“SEC”) to provide access to additional capital, if needed. Pursuant to the shelf registration statement, we may from time to time offer to sell in one or more offerings shares of our common stock or other securities having an aggregate value of up to $175,000 (which includes approximately $60,000 of unsold securities that were previously registered on our currently effective registration statements). The shelf registration statement relating to these securities became effective on April 16, 2018.

On April 9, 2018, we acquired all of the share capital of Occupeye Limited pursuant to a share purchase agreement. Occupeye Limited is headquartered in Blackburn, United Kingdom and provides workspace utilization technology and is intended to complement our Agile Workplace products for an aggregate purchase price of approximately $7,100 or £5,000 equivalent. The aggregate purchase price consists of (i) $6,400 in cash, or £4,500 and (ii) a subordinated promissory note (the “Promissory Note”) in the principal amount of approximately $700, or £500 equivalent. The Promissory Note bears interest at an annual rate of 2.0%, and the unpaid principal and all accrued interest under the Promissory Note is payable on April 1, 2020. To finance this transaction, we used approximately $6,400 of the additional $36,750 term loan under our Second Restated Credit Agreement.

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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Report represent forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results of operations, levels of activity, economic performance, financial condition or achievements to be materially different from future results of operations, levels of activity, economic performance, financial condition or achievements as expressed or implied by such forward-looking statements. Asure has attempted to identify these forward-looking statements with the words “believes,” “estimates,” “plans,” “expects,” “anticipates,” “may,” “could” and other similar expressions. Although these forward-looking statements reflect management’s current plans and expectations, which we believe are reasonable as of the filing date of this report, they inherently are subject to certain risks and uncertainties. These risks and uncertainties include — but are not limited to —  adverse changes in the economy, financial markets, and credit markets; delays or reductions in information technology spending;  the development of the market for cloud based workplace applications; product development; market acceptance of new products and product improvements; our ability to retain or increase our customer base;  security breaches; errors, disruptions or delays in our services; privacy concerns and laws; changes in our sales cycle; competition, including pricing pressures, entry of new competitors, and new technologies; intellectual property enforcement and litigation; our ability to obtain additional capital; our ability to hire, retain and motivate employees;  our ability to manage our growth; our ability to realize benefits from acquisitions;  the level of our indebtedness; changes in sales may not be immediately reflected in our operating results due to our subscription model; changes in laws and regulations; changes in the Internet infrastructure; disruptions in computing and communication infrastructure; and changes in accounting standards. Asure is under no obligation to update any of the forward-looking statements after the date of this Form 10-Q to conform such statements to actual results.

OVERVIEW

The following review of Asure’s financial position as of March 31, 2018 and December 31, 2017 and the results of operations and cash flows for the three months ended March 31, 2018 and March 31, 2017 should be read in conjunction with our 2017 Annual Report on Form 10-K filed with the Securities and Exchange Commission.  Asure’s internet website address is http://www.asuresoftware.com.  Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available through the investor relations page of our internet website free of charge as soon as reasonably practicable after they are electronically filed, or furnished to, the Securities and Exchange Commission. Asure’s internet website and the information contained therein or connected thereto is not incorporated into this Quarterly Report on Form 10-Q.

Asure is a leading provider of Human Capital Management (“HCM”) and Workplace Management, offering intuitive and innovative cloud-based solutions designed to help organizations of all sizes and complexities build companies of the future. Our cloud platforms enable more than 100,000 clients worldwide to better manage their people and space in a mobile, digital, multi-generational, and global landscape. Asure’s offerings include a fully-integrated HCM platform, flexible benefits and compliance administration, HR consulting, and time and labor management as well as a full suite of workspace management solutions for conference room scheduling, desk sharing programs, and real estate optimization.

Asure’s platform vision is to help clients proactively manage costs associated with their three most expensive assets, real estate, labor and technology, while creating an employee experience that fosters efficiency, productivity and engagement. 

The Asure product strategy is driven by three primary trends in the market: mobilization, globalization and technology.  Asure offers four product lines: AsureSpace™ and AsureForce®, AsureHCM and AsureEvolution. AsureHCM and AsureEvolution are our Mid-market and SMB/Channel HCM platforms respectively, which include AsureBenefits and AsureConsulting. AsureSpace™ workplace management solutions enable organizations to optimize their real estate investment and create a digital workplace that empowers mobile and virtual employees, while streamlining internal operations.  AsureForce® Time and Labor Management helps organizations optimize their workforce while controlling labor administration costs and activities.

For all of the Asure product lines, support and professional services are key elements of our value proposition and overall solution.  In addition to state-of-the-art hosting platforms and regular software upgrades and releases, Asure gives our clients easy access to our skilled support team. Our services and support representatives are knowledgeable not just in the Asure solution, but also in their respective industries and provide advice and guidance on best practices and change management strategies.  From installation to training and post-live support, our professional services team delivers a proficient customer experience on a global scale.

Our sales and marketing strategy targets a wide range of audiences, from small and medium-sized businesses to enterprise organizations throughout the United States, Europe and Asia/Pacific. Our unique blend of products allow us to compete in every industry, and we generate sales and opportunities through our direct sales team and our channel partners.

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RESULTS OF OPERATIONS

The following table sets forth, for the fiscal periods indicated, the percentage of total revenues represented by certain items in Asure’s Condensed Consolidated Statements of Comprehensive Income (Loss):

	FOR THE THREE MONTHS ENDED March 31,
	2018			2017
Revenues		100	%		100	%
Gross margin		71.2			77.3
Selling, general and administrative		55.5			65.7
Research and development		7.4			7.2
Amortization of intangible assets		8.3			7.9
Total operating expenses		71.1			80.7
Total other loss, net		(9.1	)		(5.1	)
Net loss		(10.0	)		(9.9	)

THREE MONTHS ENDED MARCH 31, 2018 AND 2017

Revenue

Our revenue was derived from the following sources (in thousands):

	FOR THE THREE MONTHS ENDED March 31,
Revenue	2018		2017		Increase (Decrease)			%
Cloud revenue	$	16,437	$	7,836	$	8,601			109.8
Hardware revenue		719		1,088		(369	)		(33.9	)
Maintenance and support revenue		1,173		1,102		71			6.4
Professional services revenue		975		701		274			39.1
Total revenue	$	19,304	$	10,727	$	8,577			79.96

Total revenue represents our consolidated revenues, including sales of our scheduling software, time and attendance and human resource software, as well as complementary hardware devices to enhance our software products. Most product groupings include cloud revenue, hardware revenue, maintenance and support revenue, on premise software license revenue as well as installation and services and other professional services revenue.  Revenue mix varies by product.

Revenue for the three months ended March 31, 2018 was $19,304, an increase of $8,577, or 79.96%, from the $10,727 reported for the three months ended March 31, 2017. The largest increase was in cloud revenue, which increased $8,601, or 109.8% from the first quarter of 2017. Cloud revenue increased primarily due to our 2017 and 2018 acquisitions and our continued emphasis on selling integrated cloud based solutions. The January 2018 acquisitions of TelePayroll, Savers Admin and Pay Systems recognized $4,125 and the 2017 acquisitions of iSystems and PMSI recognized $4,263 of cloud revenue in the three months ended March 31, 2018, representing (in the aggregate) 98% of the increase from the three months ended March 31, 2017. Maintenance and support and professional services revenue also increased as compared to the three months ended March 31, 2017, due to an increase in consulting services, installations and hardware maintenance and support offset by a reduction in software maintenance and support as on-premises customers convert to the cloud.

Although our total customer base is widely spread across industries, our sales are concentrated in certain industry sectors, including corporate education, healthcare, government, legal and non-profit.  We continue to target small and medium sized businesses and divisions of larger enterprises in these same industries as prospective customers.  Geographically, we sell our products worldwide, but sales are largely concentrated in the United States, Canada and Europe.  Additionally, we have reseller partners in North America, UK, South Africa and Asia Pacific.

25

In addition to continuing to develop our workforce and Agile Workplace management solutions and release of new software updates and enhancements, we continue to actively explore other opportunities to acquire additional products or technologies to complement our current software and services.  Our January 2018 acquisitions of TelePayroll Inc., a Southern California-based provider of HR, payroll and employee benefits services; Pay Systems of America, Inc., a provider of HR, payroll and employee benefits services; and Savers Administrative Services, Inc., a certified third-party administrator of payroll and HR services acquisitions are consistent with our strategy to augment our organic topline growth with select accretive acquisitions of service bureaus already using our software. All three companies are current resellers of Asure’s leading Human Resource Information System platform, Evolution. These acquisitions provide us with significant customer, product and financial synergies.

Gross Profit and Gross Margin

Consolidated gross profit for the three months ended March 31, 2018 was $13,747, an increase of $5,458, or 65.8%, from the $8,289 reported for the three months ended March 31, 2017. Gross profit increased in line with the increase in revenue. However, due to a shift in product mix, gross margin as a percentage of revenues decreased to 71.2% from 77.3% for the three months ended March 31, 2018 and March 31, 2017, respectively. HCM revenue, which typically has lower gross margins, represents a larger portion of our revenue mix, therefore, resulting in a decrease in the gross margin as a percentage of revenue.

Selling, General and Administrative Expenses 

Selling, general and administrative (“SG&A”) expenses for the three months ended March 31, 2018 were $10,709, an increase of $3,666, or 52.1%, from the $7,043 reported for the three months ended March 31, 2017.  SG&A expenses as a percentage of revenues were 55.5% and 65.7% for the three months ended March 31, 2018 and March 31, 2017, respectively.

SG&A expenses were higher in the three months ended March 31, 2018 as compared to the same period in 2017 primarily due to the acquisitions and integration expenses related to the acquisitions in 2017 and 2018. We continue to evaluate any unnecessary expenses and any increases in SG&A designed to enhance future revenue growth.

Research and Development Expenses

Research and development (“R&D”) expenses for the three months ended March 31, 2018 were $1,423, an increase of $654, or 85.0%, from the $769 reported for the three months ended March 31, 2017. R&D expenses as a percentage of revenues were 7.4% and 7.2% for the three months ended March 31, 2018 and March 31, 2017, respectively.  

We continue to enhance our products and technologies through organic improvements as well as through acquired intellectual property. We believe that our expanded investment in SaaS hosting, mobile and hardware technologies lays the ground work for broader market opportunities, and represents a key aspect of our competitive differentiation.  Native mobile applications, QR Code integration, expanded web service integration and other technologies are all part of our initiatives.

Our development efforts for future releases and enhancements are driven by feedback received from our existing and potential customers and by gauging market trends. We believe we have the appropriate development team to design and further improve our workforce management solutions.

Amortization of Intangible Assets

Amortization expenses for the three months ended March 31, 2018 were $1,597, an increase of $750, or 88.5%, from the $847 reported for the three months ended March 31, 2017. Amortization expenses as a percentage of revenues were 8.3% and 7.9% for the three months ended March 31, 2018 and 2017, respectively. The increases are due to the amortization recorded on the intangibles acquired in the acquisitions during 2017 and 2018.

Other Income and Loss

Other loss for the three months ended March 31, 2018 was $1,760, an increase of $1,213, or 221.8%, from the $547 reported for the three months ended March 31, 2017. Other loss as a percentage of revenues was 9.1% and 5.1% for the three months ended March 31, 2018 and March 31, 2017, respectively.  Other loss for the three months ended March 31, 2018 and March 31, 2017 are composed primarily of interest expense on notes payable.

Interest expense for the three months ended March 31, 2018 increased due to the additional debt amount we incurred under our May 2017 amended and restated credit agreement and a higher interest rate payable on a portion of such debt.

26

Income Taxes

Provision for income tax expense was $183 and $142 for the three months ended March 31, 2018 and 2017, respectively, an increase of $41, or 28.9%, as a result of additional tax deductible goodwill acquired in 2017.

Net Income (Loss)

We incurred a net loss of $1,925, or $(0.15) per share, during the three months ended March 31, 2018, compared to net loss of $1,059, or $(0.12) per share, during the three months ended March 31, 2017. Net loss as a percentage of total revenues was 10.0% and 9.9% for the three months ended March 31, 2018 and 2017, respectively.

We intend to continue to implement our corporate strategy for growing our software and services business by modestly investing in areas that directly generate revenue and positive cash flows for the Company.  However, uncertainties and challenges remain and there can be no assurance that we can successfully grow our revenues or achieve profitability during the remainder of fiscal year 2018.

LIQUIDITY AND CAPITAL RESOURCES (Amounts in thousands)

	March 31,		December 31,
	2018		2017
Working capital	$	13,668	$	17,026
Cash and cash equivalents		25,808		27,792

	For the Three Months Ended
	March 31,
	2018			2017
Net Cash provided by (used in) operating activities	$	(896	)	$	(1,185	)
Net Cash used in investing activities		(38,071	)		(6,557	)
Net Cash provided by (used in) financing activities		36,976			(2,700	)

Working Capital.  We had working capital of $13,688 at March 31, 2018, a decrease of $3,358 from working capital of $17,026 at December 31, 2017. Working capital at March 31, 2018 and December 31, 2017 includes $12,152 and $13,078 of short term deferred revenue, respectively.  Deferred revenue is an obligation to perform future services.  We expect that deferred revenue will convert to future revenue as we perform our services, but this does not represent future payments. Deferred revenue can vary based on seasonality, expiration of initial multi-year contracts and deals that are billed after implementation rather than in advance of service delivery. We attribute the decrease in our working capital to the use of $25,432 of cash to fund the acquisitions of TelePayroll, Pay Systems and Savers Admin in the first quarter of 2018.

Operating Activities.  Net cash used in operating activities was $896 for the three months ended March 31, 2018. The $896 of cash used in operating activities during the first three months of 2018 was primarily driven by a net loss of $1,925, an increase in accrued expenses and other long-term obligations of $2,040, an increase in accounts payables of $666 and non-cash adjustments to net loss of $2,534. This was offset by an increase in prepaids and other assets of $2,182, a decrease in deferred revenue of $1,265, and an increase in accounts receivable $535. The $1,185 of cash used in operating activities during the first quarter of 2017 was primarily driven by an increase in prepaid expenses and other assets of $1,004, a decrease in deferred revenue of $516, and an increase in accounts receivable of $366. This was offset by an increase in accounts payable of $598.

Investing Activities.  Net cash used in investing activities was $38,071 and $6,557 for the three months ended March 31, 2018 and 2017, respectively. Cash used in investing for the three months ended March 31, 2018 is primarily due to the acquisitions of TelePayroll, Pay Systems and Savers in January 2018 and the funding of our April 2018 acquisitions, and a decrease in funds held for clients. Cash used in investing for the three months ended March 31, 2017 is primarily due to the acquisitions of PMSI, CPI and PSNW in January 2017, offset by a decrease in funds held for clients.

Financing Activities.  Net cash provided by financing activities was $36,976 for the three months ended March 31, 2018. We incurred $39,129 of indebtedness. This was offset by debt financing fees of $1,577. Cash used in financing activities was $2,700 for the three months ended March 31, 2017. We incurred $5,000 of debt, offset by payments on debt of $6,069 and client fund obligations of $1,485.

27

Sources of Liquidity. As of March 31, 2018, Asure’s principal sources of liquidity consisted of $25,808 of cash and cash equivalents, cash we expect to generate in the future from our business operations, and $2,621 available for borrowing under our revolving line of credit with Wells Fargo. Based on current internal projections, we believe that we have and/or will generate sufficient cash for our operational needs, including any required debt payments, for at least the next twelve months. However, we will need to raise additional capital or incur additional indebtedness to grow our existing business operations and to seek additional strategic acquisitions in the near future.

Our management team is focused on growing our existing software operations and is seeking additional strategic acquisitions for the near future. At present, we plan to fund any future acquisition with existing cash and cash equivalents, cash we expect to generate in the future from our business operations, funds under credit facilities, and cash generated from the issuance of equity or debt securities.

We cannot assure that we can grow our cash balances or limit our cash consumption and thus maintain sufficient cash balances for our planned operations or future acquisitions. Future business demands may lead to cash utilization at levels greater than recently experienced. We will need to raise additional capital in the future in order to grow our existing software operations and to seek additional strategic acquisitions in the near future. However, we cannot assure that we will be able to raise additional capital on acceptable terms, or at all. Subject to the foregoing, management believes that we have sufficient capital and liquidity to fund and cultivate the growth of our current and future operations for at least the next twelve months and to maintain compliance with the terms of our debt agreements and related covenants or to obtain compliance through debt repayments made with our available cash on hand or anticipated for receipt in the ordinary course of operations.

Capital Resources. At March 31, 2018, we had $105,000 outstanding under our Restated Credit Agreement with Wells Fargo and Goldman Sachs. Available funds were $2,621 under the line of credit at March 31, 2018. For further discussion regarding our Second and Restated Credit Agreement and debt financing arrangements, see Note 6 to the accompanying condensed consolidated financial statements.

OFF-BALANCE SHEET ARRANGEMENTS

As of March 31, 2018, we did not have any off-balance sheet arrangements, as defined in the rules and regulations of the Securities and Exchange Commission.

COMMITMENTS AND CONTINGENCIES

None.

CONTRACTUAL OBLIGATIONS

Our future contractual obligations as of March 31, 2018 are as follows:

	Payments Due by Period
	Total		Less than 1 Year		1 to 3 Years		3 to 5 Years		More than 5 Years
Debt obligations (a)	$	118,763	$	8,012	$	10,182	$	100,569	$	-
Interest obligations (b)		35,071		8,562		25,068		1,441		-
Capital /Financing lease obligations		227		141		86		-		-
Operating lease obligations		9,967		2,322		3,782		2,683		1,180
Total	$	164,028	$	19,037	$	39,118	$	104,693	$	1,180

(a) These amounts represent the aggregate principal amounts of our debt obligations. See Note 6 to the accompanying condensed consolidated financial statements for details of our debt obligations.

(b) These amounts represent the aggregate interest obligations of our debt. See Note 6 to the accompanying condensed consolidated financial statements for details of our interest obligations.

CRITICAL ACCOUNTING POLICIES

During the three months ended March 31, 2018, we adopted ASC Topic 606. Refer to Note 2 in Item 1 of this Form 10-Q for disclosure of the changes related to this adoption. There have been no additional material changes to our critical accounting policies as discussed in our 2017 Annual Report on Form 10-K.

28

ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes to our exposure from market risks from those disclosed in our 2017 Annual Report on Form 10-K.

ITEM 4.     CONTROLS AND PROCEDURES 

Evaluation of Disclosure Control and Procedures 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for us.  Based on an evaluation under the supervision and with the participation of our management, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act were effective as of as of March 31, 2018 to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Change in Internal Controls over Financial Reporting

During the period ended March 31, 2018, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.  

29

PART II – OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

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 March 31, 2018, we were not party to any pending legal proceedings.

ITEM 1A.    RISK FACTORS

There have been no material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K, filed with the Commission on March 16, 2018, and investors are encouraged to review such risk factors prior to making an investment in the Company.

ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

In January 2018, we issued 91,848 shares of common stock in connection with the TelePayroll acquisition. The issuance and sale of such shares of common stock were exempt from the registration requirements of the Securities Act of 1933 pursuant to Section 4(a)(2) thereof and Rule 506 of Regulation D thereunder. 

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

None

ITEM 6.    EXHIBITS

EXHIBIT NUMBER	DESCRIPTION
31.1*	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101*	The following materials from Asure Software, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, formatted in XBRL (Extensible Business Reporting Language): (1) the Condensed Consolidated Balance Sheets, (2) the Condensed Consolidated Statements of Comprehensive Loss, (3) the Condensed Consolidated Statements of Cash Flows, and (4) Notes to Condensed Consolidated Financial Statements.

* Filed herewith

30

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ASURE SOFTWARE, INC.
May 10, 2018	By:	/s/ PATRICK GOEPEL
		Patrick Goepel
		Chief Executive Officer
May 10, 2018	By:	/s/ KELYN BRANNON
		Kelyn Brannon
		Chief Financial Officer

31

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF PERIODIC REPORT

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, the undersigned, Patrick Goepel, certify, that:

1. I have reviewed this quarterly report on Form 10-Q of the Company (the “Report”);

2. Based on my knowledge, the Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this Report;

3. Based on my knowledge, the financial statements, and other financial information included in the Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in the Report;

4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and we have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within these entities, particularly during the period in which the Report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in the Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by the Report based on such evaluation; and

(d) Disclosed in the Report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the quarter ended March 31, 2018) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and to the Audit Committee of the Board of Directors:

(a) All significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. 

Date: May 10, 2018	By:	/s/ PATRICK GOEPEL
		Patrick Goepel
		Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF PERIODIC REPORT

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, the undersigned, Kelyn Brannon, certify that:

1. I have reviewed this quarterly report on Form 10-Q of the Company (the “Report”);

2. Based on my knowledge, the Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this Report;

3. Based on my knowledge, the financial statements, and other financial information included in the Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in the Report;

4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and we have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within these entities, particularly during the period in which the Report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in the Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by the Report based on such evaluation; and

(d) Disclosed in the Report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the quarter ended March 31, 2018) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and to the Audit Committee of the Board of Directors:

(a) All significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. 

Date: May 10, 2018	By:	/s/ KELYN BRANNON
		Kelyn Brannon
		Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF PERIODIC REPORT

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, the undersigned, Patrick Goepel, do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The quarterly report on Form 10-Q of the Company for the period ended March 31, 2018 (the “Report”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 as amended, and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 10, 2018	By:	/s/ PATRICK GOEPEL
		Patrick Goepel
		Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to Asure Software, Inc. and will be retained by Asure Software, Inc. and furnished to the Securities and Exchange Commission or its staff upon request. The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF PERIODIC REPORT

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, the undersigned, Kelyn Brannon, do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The quarterly report on Form 10-Q of the Company for the period ended March 31, 2018 (the “Report”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 as amended, and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 10, 2018	By:	/s/ KELYN BRANNON
		Kelyn Brannon
		Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to Asure Software, Inc. and will be retained by Asure Software, Inc. and furnished to the Securities and Exchange Commission or its staff upon request. The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.

XML

Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2018	May 08, 2018
Document and Entity Information [Abstract]
Entity Registrant Name	ASURE SOFTWARE INC
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		12,586,034
Amendment Flag	false
Entity Central Index Key	0000884144
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Smaller Reporting Company
Entity Well-known Seasoned Issuer	No
Document Period End Date	Mar. 31, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q1

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Current assets:
Cash and cash equivalents	$ 25,808	$ 27,792
Accounts receivable, net of allowance for doubtful accounts of $465 and $425 at March 31, 2018 and December 31, 2017, respectively	13,881	13,361
Inventory	719	509
Prepaid expenses and other current assets	3,418	2,588
Total current assets before funds held for clients	43,826	44,250
Funds held for clients	66,773	42,328
Total current assets	110,599	86,578
Property and equipment, net	6,308	5,217
Goodwill	90,998	77,348
Intangible assets, net	48,665	33,554
Other assets	15,234	614
Total assets	271,804	203,311
Current liabilities:
Current portion of notes payable	7,816	8,895
Revolving line of credit	2,379	0
Accounts payable	2,743	1,912
Accrued compensation and benefits	3,236	2,477
Other accrued liabilities	1,832	862
Deferred revenue	12,152	13,078
Total current liabilities before client fund obligations	30,158	27,224
Client fund obligations	66,773	42,328
Total current liabilities	96,931	69,552
Long-term liabilities:
Deferred revenue	1,074	1,125
Notes payable, net of current portion and debt issuance cost	106,772	66,973
Other liabilities	2,354	1,887
Total long-term liabilities	110,200	69,985
Total liabilities	207,131	139,537
Stockholders’ equity:
Preferred stock, $.01 par value; 1,500 shares authorized; none issued or outstanding	0	0
Common stock, $.01 par value; 22,000 and 11,000 shares authorized; 12,968 and 12,876 shares issued, 12,584 and 12,492 shares outstanding at March 31, 2018 and December 31, 2017, respectively	130	129
Treasury stock at cost, 384 shares at March 31, 2018 and December 31, 2017	(5,017)	(5,017)
Additional paid-in capital	347,640	346,322
Accumulated deficit	(278,020)	(277,597)
Accumulated other comprehensive loss	(60)	(63)
Total stockholders’ equity	64,673	63,774
Total liabilities and stockholders’ equity	$ 271,804	$ 203,311

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) shares in Thousands, $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Allowance for doubtful accounts (in Dollars)	$ 465	$ 425
Preferred stock par value (in Dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized	1,500	1,500
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in Dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	22,000	11,000
Common stock, shares issued	12,968	12,876
Common stock, shares outstanding	12,584	12,492
Treasury stock, shares	384	384

XML

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Revenues:
Revenues	$ 19,304	$ 10,727
Cost of Sales	5,557	2,438
Gross margin	13,747	8,289
Operating expenses
Selling, general and administrative	10,709	7,043
Research and development	1,423	769
Amortization of intangible assets	1,597	847
Total operating expenses	13,729	8,659
Gain (Loss) from operations	18	(370)
Other income (loss)
Interest expense and other	(1,760)	(547)
Total other loss, net	(1,760)	(547)
Loss from operations before income taxes	(1,742)	(917)
Income tax provision	(183)	(142)
Net loss	(1,925)	(1,059)
Other comprehensive income (loss):
Foreign currency translation gain (loss)	3	(34)
Other comprehensive loss	$ (1,922)	$ (1,093)
Basic and diluted net loss per share
Basic (in Dollars per share)	$ (0.15)	$ (0.12)
Diluted (in Dollars per share)	$ (0.15)	$ (0.12)
Weighted average basic and diluted shares
Basic (in Shares)	12,583,000	8,628,000
Diluted (in Shares)	12,583,000	8,628,000
Cloud Revenue [Member]
Revenues:
Revenues	$ 16,437	$ 7,836
Hardware Revenue [Member]
Revenues:
Revenues	719	1,088
Maintenance Revenue [Member]
Revenues:
Revenues	1,173	1,102
Professional Services Revenue [Member]
Revenues:
Revenues	$ 975	$ 701

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (1,925)	$ (1,059)
Adjustments to reconcile net loss to net cash provided by (used in) operations:
Depreciation and amortization	2,264	1,180
Provision for doubtful accounts	76	0
Share-based compensation	194	54
Changes in operating assets and liabilities:
Accounts receivable	(535)	(366)
Inventory	(229)	(43)
Prepaid expenses and other assets	(2,182)	(1,004)
Accounts payable	666	598
Accrued expenses and other long-term obligations	2,040	(29)
Deferred revenue	(1,265)	(516)
Net cash provided by (used in) operating activities	(896)	(1,185)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions net of cash acquired	(37,253)	(8,076)
Purchases of property and equipment	(566)	(21)
Software capitalization costs	(828)	0
Net change in funds held for clients	576	1,540
Net cash provided by (used in) investing activities	(38,071)	(6,557)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable	36,750	5,000
Payments on notes payable	0	(6,069)
Proceeds from revolving line of credit	2,379	0
Debt financing fees	(1,577)	(100)
Payments on capital leases	0	(46)
Net change in client fund obligations	(576)	(1,485)
Net cash provided by (used in) financing activities	36,976	(2,700)
Effect of foreign exchange rates	7	(37)
Net increase (decrease) in cash and cash equivalents	(1,984)	(10,479)
Cash and cash equivalents at beginning of period	27,792	12,767
Cash and cash equivalents at end of period	25,808	2,288
Cash paid for:
Interest	1,529	411
Income taxes	0	0
Non-cash Investing and Financing Activities:
Subordinated notes payable –acquisitions	3,942	2,090
Equity issued in connection with acquisitions	$ 1,200	$ 946

XML

NOTE 1 - THE COMPANY AND BASIS OF PRESENTATION

3 Months Ended

Mar. 31, 2018

Disclosure Text Block [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”) and Workplace Management, offering intuitive and innovative cloud-based solutions designed to help organizations of all sizes and complexities build companies of the future. Our cloud platforms enable more than 100,000 clients worldwide to better manage their people and space in a mobile, digital, multi-generational, and global landscape. Asure’s offerings include a fully-integrated HCM platform, flexible benefits and compliance administration, HR consulting, and time and labor management as well as a full suite of workspace management solutions for conference room scheduling, desk sharing programs, and real estate optimization. We develop, market, sell and support our offerings worldwide through our principal office in Austin, Texas and through additional offices in Florida, Massachusetts, Michigan, Nevada and the United Kingdom, and as a result of our 2017 acquisitions, office suites in Alabama, Oregon, Ohio, Vermont, and Washington. As a result of our January 2018 acquisitions, we also lease office space in California, Iowa, Tennessee, and North Carolina.

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 for complete financial statements. In the opinion of management, these interim financial statements contain all adjustments, consisting of normal, recurring adjustments, necessary for a fair presentation of our financial position as of March 31, 2018, the results of operations for the three months ended March 31, 2018 and March 31, 2017, and the cash flows for the three months ended March 31, 2018 and March 31, 2017.

You should read these condensed consolidated financial statements 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, 2017.  The results for the interim periods are not necessarily indicative of results for a full fiscal year.

XML

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2018

Accounting Policies [Abstract]

Significant Accounting Policies [Text Block]

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash deposits and highly liquid investments with an original maturity of three months or less when purchased.

LIQUIDITY

As of March 31, 2018, our principal sources of liquidity consisted of $25,808 of cash and cash equivalents, cash we expect to generate in the future from our business operations, and $2,621 available for borrowing under our revolving line of credit with Wells Fargo discussed in Note 6 – Notes Payable. We believe that we have and/or will generate sufficient cash for our short- and long-term needs, including meeting the requirements of our term loan, and the related debt covenant requirements. We continue to seek reductions in our expenses as a percentage of revenue on an annual basis and thus may utilize our cash balances in the short-term to reduce long-term costs. Based on current internal projections, we believe that we have and/or will generate sufficient cash for our operational needs, including any required debt payments, for at least the next twelve months from the issuance of the condensed consolidated financial statements. However, we will need to raise additional capital or incur additional indebtedness to grow our existing software operations and to seek additional strategic acquisitions in the near future.

Management is focused on growing our existing product offering, as well as our customer base, to increase our recurring revenues. We have made and will continue to explore additional strategic acquisitions. We expect to fund any future acquisitions with equity, available cash, cash we expect to generate in the future from our business operations, funds under our credit facilities, and cash generated from the issuance of equity or debt securities.

We cannot assure that we can grow our cash balances or limit our cash consumption and thus maintain sufficient cash balances for our planned operations or future acquisitions. Future business demands may lead to cash utilization at levels greater than recently experienced. We will need to raise additional capital in the future. However, we cannot assure that we will be able to raise additional capital on acceptable terms, or at all. In our evaluation of the Company’s ability to continue as a going concern in accordance with ASU 2014-15, we have considered factors such as the Company’s historical and forecasted results of operations and cash flows from operations, and, subject to the foregoing, we believe that substantial doubt regarding the Company’s ability to continue as a going concern is not probable. We believe that we have sufficient capital and liquidity to fund and cultivate the growth of our current and future operations for at least the next twelve months from the issuance of these condensed consolidated financial statements and to maintain compliance with the terms of our debt agreements and related covenants or to obtain compliance through debt repayments made with the available cash on hand or anticipated for receipt in the ordinary course of operations.

RECENT ACCOUNTING PRONOUNCEMENTS

Recently Adopted Standards

In May 2014, the FASB issued ASU 2014-09 (“Topic 606”) “Revenue from Contracts with Customers.”  Topic 606 supersedes the revenue recognition requirements in Topic 605 “Revenue Recognition” (“Topic 605”), and requires entities to recognize revenue when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. We adopted Topic 606, as well as other clarifications and technical guidance issued by the FASB related to this new revenue standard, on January 1, 2018, using the modified retrospective method.  The initial application was applied to all contracts at the date of initial application.  We recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of retained earnings. Results of reporting periods after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605. We do not expect the adoption of Topic 606 to have a material impact to our results of operations on an ongoing basis.

We recorded a $1,502 cumulative effect adjustment to opening retained earnings as of January 1, 2018 related to an increase in deferred commissions.  There was no impact to revenues as a result of applying Topic 606 for the three months ended March 31, 2018.

The primary impact of adopting Topic 606 is to sales commissions related to onboarding new clients that were previously expensed.  Under the new standard, these costs that were previously expensed are capitalized as deferred commissions and amortized over the estimated customer life of five to ten years.

The impact from the adoption of Topic 606 to our consolidated balance sheet and income statement is as follows:

	As of and for the Three Months Ended			Balance Using Previous			Increase
Balance Sheet	March 31, 2018			Standard			(Decrease)
Assets
Prepaid expenses and other current assets	$	3,418		$	3,410		$	8
Total current assets before funds held for clients		43,826			43,818			8
Total current assets		110,599			110,591			8
Other assets		15,234			13,614			1,620
Total assets	$	271,804		$	270,176		$	1,628
Liabilities and stockholders’ equity
Accumulated deficit		(278,020	)		(279,648	)		1,628
Total stockholders’ equity		64,673			63,045			1,628
Total liabilities and stockholders’ equity	$	271,804		$	270,176		$	1,628
Income Statement
Operating expenses
Selling, general and administrative		10,709			10,835			(126	)
Total operating expenses		13,729			13,855			(126	)
Gain (Loss) from operations		18			(108	)		(126	)
Loss from operations before income tax		(1,742	)		(1,868	)		(126	)
Net Loss	$	(1,925	)	$	(2,051	)	$	(126	)
Other comprehensive loss	$	(1,922	)	$	(2,048	)	$	(126	)

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments” which eliminates the diversity in practice related to eight cash flow classification issues.  This ASU is effective for fiscal years beginning after December 15, 2017, with early adoption permitted.  The adoption of this accounting standard did not have a material impact on our financial position, results of operations, cash flows, or presentation thereof.

In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash,” which requires the change in restricted cash or cash equivalents to be included with other changes in cash and cash equivalents in the statement of cash flows. The ASU is effective for fiscal years beginning after December 15, 2017, with early adoption permitted. The adoption of this accounting standard did not have a material impact on our financial position, results of operations, cash flows, or presentation thereof.

In May 2017, the FASB issued ASU 2017-09, “Compensation – Stock Compensation (Topic 718) Scope of Modification Accounting,” which clarifies when to account for a change in the terms or conditions of a share-based payment award as a modification. ASU 2017-09 requires modification accounting only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. ASU 2017-09 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The adoption of this accounting standard did not have a material impact on our financial position, results of operations, cash flows, or presentation thereof.

Standards Yet To Be Adopted

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)”.  The core principle of the standard is that a lessee should recognize the assets and liabilities that arise from leases. A lessee should recognize in its statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. We will be required to adopt the new standard in the first quarter of 2019. We are currently evaluating the impact ASU 2016-02 will have on our consolidated financial statements.

In February 2018, the FASB issued ASU No. 2018-02, “Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income”, which provides entities the option to reclassify tax effects stranded in accumulated other comprehensive income as a result of the 2017 Tax Cuts and Jobs Act (“the Tax Act”) to retained earnings. The guidance is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. We do not expect the adoption of this accounting standard to have a material impact on our financial position, results of operations, cash flows, or presentation thereof.

REVENUE RECOGNITION

On January 1, 2018, we adopted Topic 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results of reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605.  There was no impact to revenues as a result of applying Topic 606 for the three months ended March 31, 2018.

Our revenues consist of software-as-a-service (“SaaS”) offerings and time-based software subscription license arrangements that also, typically include hardware, maintenance/support and professional services elements.  We recognize revenue on an output basis when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.  Our contracts with customers may include multiple performance obligations.  For such arrangements, we allocate revenue to each performance obligation based on its relative standalone selling price (“SSP”).  We determine standalone selling prices based on the amount that we believe the market is willing to pay determined through historical analysis of sales data as well as through use of the residual approach when we can estimate the SSP for one or more, but not all, of the promised goods or services. 

SaaS arrangements and time-based software subscriptions typically have an initial term ranging from one to three years and are renewable on an annual basis.  A typical SaaS/software subscription arrangement will also include hardware, setup and implementation services. Revenues allocated to the SaaS/software subscription performance obligations are recognized on an output basis ratably as the service is provided over the non-cancellable term of the SaaS/subscription service and are reported as Cloud revenue on the Consolidated Statement of Comprehensive Loss. Revenue allocated to other performance obligations included in the arrangement is recognized as outlined in the paragraphs below. 

Hardware devices sold to customers (typically time clocks, LCD panels, sensors and other peripheral devices) are sold as either a standard product sell arrangement where title to the hardware passes to the customer or under a hardware-as-a-service (“HaaS”) arrangement where the title to the hardware remains with Asure.  Revenues allocated to hardware sold as a standard product sell is recognized on an output basis as revenue when title passes to the customer, typically the date we ship the hardware and are reported as Hardware revenue on the Income Statement.  Revenues allocated to hardware under a hardware-as-a-service (“HaaS”) arrangement are recognized on an output basis as hardware usage revenue ratably as the service is provided over the non-cancellable term of the HaaS arrangement, typically one year.  Revenues recognized from hardware devices sold to customers via either of the two above types of arrangements are reported as Hardware revenue on the Consolidated Statement of Comprehensive Loss.

Our professional services offerings typically include data migration, set up, training, and implementation services.  Set up and implementation services typically occur at the start of the software arrangement while certain other professional services, depending on the nature of the services and customer requirements, may occur several months later.  We can reasonably estimate professional services performed for a fixed fee and we recognize allocated revenue on an output basis on a proportional performance basis as the service is provided. We recognize allocated revenues on an output basis for professional services engagements billed on a time and materials basis as the service is provided.  We recognize allocated revenues on an output basis on all other professional services engagements upon the earlier of the completion of the service’s deliverable or the expiration of the customer’s right to receive the service.  Revenues recognized from professional services offerings are reported as Professional service revenue on the Consolidated Statement of Comprehensive Loss.

We recognize allocated revenue for maintenance/support on an output basis ratably over the non-cancellable term of the support agreement.  Initial maintenance/support terms are typically one to three years and are renewable on an annual basis.  Revenues recognized from maintenance/support are reported as Maintenance and support revenue on the Consolidated Statement of Comprehensive Loss.

We do not recognize revenue for agreements with rights of return, refundable fees, cancellation rights or substantive acceptance clauses until these return, refund or cancellation rights have expired or acceptance has occurred.  Our arrangements with resellers do not allow for any rights of return.

Our payment terms vary by the type of customer and the customer’s payment history and the products or services offered.  The term between invoicing and when payment is due is not significant and as such our contracts do not include a significant financing component.  The transaction prices of our contracts do not include consideration amounts that are variable and do not include noncash consideration.

Deferred revenue includes amounts invoiced to customers in excess of revenue we recognize, and is comprised of deferred Cloud, HaaS, Maintenance and support, and Professional services revenue.  We recognize deferred revenues when we complete the service and over the terms of the arrangements, primarily ranging from one to three years.

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 March 31, 2018, we were not party to any pending legal proceedings.

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NOTE 3 - FAIR VALUE MEASUREMENTS

3 Months Ended

Mar. 31, 2018

Fair Value Disclosures [Abstract]

Fair Value Disclosures [Text Block]

NOTE 3 – FAIR VALUE MEASUREMENTS

Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures defines fair value, establishes a framework for measuring fair value in U.S. generally accepted accounting principles and expands disclosures about fair value measurements. 

ASC 820 establishes a three-tier fair value hierarchy, which is based on the reliability of the inputs used in measuring fair values. These tiers include:

Level 1: Quoted prices in active markets for identical assets or liabilities;

Level 2: Quoted prices in active markets for similar assets or liabilities; quoted prices in markets that are not active for identical or similar assets or liabilities; and model-driven valuations whose significant inputs are observable; and

Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The following table presents the fair value hierarchy for our financial assets measured at fair value on a recurring basis as of March 31, 2018 and December 31, 2017, respectively:

			Fair Value Measure at March 31, 2018
	Total		Quoted		Significant
	Carrying		Prices		Other		Significant
	Value at		in Active		Observable		Unobservable
	March 31,		Market		Inputs		Inputs
Description	2018		(Level 1)		(Level 2)		(Level 3)
Assets:
Cash and cash equivalents	$	25,808	$	25,808	$	-	$	-
Total	$	25,808	$	25,808	$	-	$	-

			Fair Value Measure at December 31, 2017
	Total		Quoted		Significant
	Carrying		Prices		Other		Significant
	Value at		in Active		Observable		Unobservable
	December 31,		Market		Inputs		Inputs
Description	2017		(Level 1)		(Level 2)		(Level 3)
Assets:
Cash and cash equivalents	$	27,792	$	27,792	$	-	$	-
Total	$	27,792	$	27,792	$	-	$	-

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NOTE 4 - ACQUISITIONS

3 Months Ended

Mar. 31, 2018

Disclosure Text Block Supplement [Abstract]

Mergers, Acquisitions and Dispositions Disclosures [Text Block]

NOTE 4 – ACQUISITIONS

2018 Acquisitions

In January 2018, we closed three strategic acquisitions: TelePayroll Inc. (“TelePayroll”), a Southern California-based provider of HR, payroll and employee benefits services; Pay Systems of America, Inc. (“Pay Systems”), a provider of HR, payroll and employee benefits services; and Savers Administrative Services, Inc. (“Savers Admin”), a certified third-party administrator of payroll and HR services. All three companies are current resellers of our leading Human Resource Information System platform, Evolution. The total consideration for the three acquisitions was $30,574, of which $25,432 was paid with cash on hand and the remaining portion was paid with a combination of promissory notes and Asure common stock.

Stock Purchase Agreement

In January 2018, we closed on the acquisition of all of the outstanding shares of common stock (the “TelePayroll Shares”) of TelePayroll, Inc., a California corporation (“TelePayroll”), pursuant to a Stock Purchase Agreement (the “TelePayroll Stock Purchase Agreement”), among us, TelePayroll, the sellers identified therein, and the stockholders’ representative named therein. The aggregate consideration for the TelePayroll Shares consisted of (i) $9,000 in cash; (ii) 91,848 shares of common stock, having a value of $1,200 and (iii)  a subordinated promissory note (the “TelePayroll Note”) in the principal amount of $1,800 subject to adjustment as provided in the TelePayroll Stock Purchase Agreement. We funded the cash payment with cash on hand. The TelePayroll Note bears interest at an annual rate of 2.0% and matures on January 1, 2020. The entire unpaid principal and all accrued interest under the TelePayroll Note is payable at maturity.

Stock Purchase Agreement

In January 2018, we closed on the acquisition of all of the outstanding shares of common stock (the “Savers Admin Shares”) of Savers Administrative Services, Inc., a North Carolina corporation (“Savers Admin”), pursuant to a Stock Purchase Agreement (the “Savers Admin Stock Purchase Agreement”), among us, Savers Admin, the sellers identified therein, and the stockholders’ representative named therein. The aggregate consideration for the Savers Admin Shares consisted of (i) $2,280 in cash and (ii) a subordinated promissory note (the “Savers Admin Note”) in the principal amount of $570 subject to adjustment as provided in the Savers Admin Stock Purchase Agreement. We funded the cash payment with cash on hand. The Savers Admin Note bears interest at an annual rate of 2.0% and matures on January 1, 2020. The entire unpaid principal and all accrued interest under the Savers Admin Note is payable at maturity.

Stock Purchase Agreement

In January 2018, we closed on the acquisition of all of the outstanding shares of common stock (the “Pay Systems Shares”) of Pay Systems of America, Inc., a Tennessee corporation (“Pay Systems”), pursuant to a Stock Purchase Agreement (the “Pay Systems Stock Purchase Agreement”), among us, Pay Systems and the sellers identified therein. The aggregate consideration for the Pay Systems Shares consisted of (i) $14,152 in cash and (ii) a subordinated promissory note (the “Pay Systems Note”) in the principal amount of $1,572 subject to adjustment as provided in the Pay Systems Stock Purchase Agreement. We funded the cash payment with cash on hand. The Pay Systems Note bears interest at an annual rate of 2.0% and is payable in two installments – one-half, plus accrued interest, on July 1, 2018 and the remaining principal balance and accrued interest on January 1, 2019.

Purchase Price Allocation

Following is the purchase price allocation for the 2018 acquisitions. We based the preliminary fair value estimate for the assets acquired and liabilities assumed for these acquisitions upon preliminary calculations and valuations.  Our estimates and assumptions for these acquisitions are subject to change as we obtain additional information for our estimates during the respective measurement periods (up to one year from the acquisition date). The primary areas of those preliminary estimates that we have not yet finalized relate to certain tangible assets and liabilities acquired, and income and non-income based taxes.

We recorded the transactions using the acquisition method of accounting and recognized assets and liabilities assumed at their fair value as of the dates of acquisitions. The $16,980 of intangible assets subject to amortization consist of $15,800 allocated to Customer Relationships, $850 for Trade Names, and $330 for Noncompete Agreements.  To value the Trade Names, we employed the relief from royalty method under the market approach. For the Noncompete Agreements, we employed a form of the income approach which analyzes the Company’s profitability with these assets in place, in contrast to the Company’s profitability without them. For the Customer Relationships, we employed a form of the excess earnings method, which is a form of the income approach. The discount rate used in valuing these assets ranged from 14.5% to 31.0%, which reflects the risk associated with the intangible assets related to the other assets and the overall business operations to us. We estimated the fair values of the Trade Names using the relief from royalty method based upon a 1.0% royalty rate.  

We believe significant synergies are expected to arisefrom these strategic acquisitions. This factor contributed to a purchase price that was in excess of the fair value of the net assets acquired and, as a result, we recorded goodwill for each acquisition. A portion of acquired goodwill will be deductible for tax purposes.

Assets Acquired	TelePayroll		Pay Systems		Savers Admin		Total
Cash & cash equivalents	$	197		767		160	$	1,124
Accounts receivable		9		54		67		130
Fixed assets		10		121		-		131
Other assets		91		49		12		152
Funds held for clients		8,520		10,976		5,525		25,021
Goodwill		4,428		8,273		865		13,566
Intangibles		7,870		7,240		1,870		16,980
Total assets acquired	$	21,125		27,480		8,499	$	57,104
Liabilities assumed
Accounts payable		55		107		45		207
Accrued other liabilities		347		951		94		1,392
Deferred revenue		356		-		-		356
Client fund obligations		8,520		10,976		5,525		25,021
Total liabilities assumed		9,278		12,034		5,664		26,976
Net assets acquired	$	11,847		15,446		2,835	$	30,128

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

	TelePayroll			Pay Systems			Savers Admin			Total
Purchase price	$	12,000			15,724			2,850		$	30,574
Working capital adjustment		36			(217	)		38			(143	)
Adjustment to fair value of Asure’s stock issued		(7	)		-			-			(7	)
Debt discount		(182	)		(61	)		(53	)		(296	)
Fair value of net assets acquired	$	11,847			15,446			2,835		$	30,128

Transaction costs for the 2018 acquisitions were $993 and were expensed as incurred and included in selling, general and administrative expenses.

2017 Acquisitions

In January 2017, we closed three strategic acquisitions: Personnel Management Systems, Inc., a provider of outsourced HR solutions; Corporate Payroll, Inc. (Payroll Division), a provider of payroll services; and Payroll Specialties NW, Inc., a provider of payroll services. 

In May 2017, we closed two strategic acquisitions: iSystems Intermediate HoldCo, Inc. (“iSystems”), and Compass HRM. iSystems, through its flagship product, Evolution HCM, offers payroll, tax management and HR software combined with comprehensive back-end service bureau tools to service providers across the United States. Tampa-based Compass HRM is a current reseller of our HCM offering (formerly Mangrove), which provides human resources solutions that enhance organizations, people, and profits through payroll and HR solutions. The acquisition of Compass HRM expands our reach in the Southeast, particularly Florida. 

In October 2017, we acquired Associated Data Services (“ADS”). ADS, based in Birmingham, Alabama, is a leading regional human resources and payroll services bureau in the Southeast and a current reseller of our HCM solution, Evolution.

Stock Purchase Agreement

In January 2017, we closed on the acquisition of all of the outstanding shares of common stock (the “PMSI Shares”) of Personnel Management Systems, Inc., a Washington corporation (“PMSI”), pursuant to a Stock Purchase Agreement (the “Stock Purchase Agreement”), among us, PMSI, the sellers identified therein, and the stockholders’ representative named therein. The aggregate consideration for the PMSI Shares consisted of (i) $3,875 in cash and (ii) a subordinated promissory note (the “PMSI Note”) in the principal amount of $1,125 subject to adjustment as provided in the Stock Purchase Agreement. We funded the cash payment with proceeds from our recent underwritten public offering in June 2017. The PMSI Note bears interest at an annual rate of 2.0% and matures on April 30, 2018. The entire unpaid principal and all accrued interest under the PMSI Note is payable at maturity.

Asset Purchase Agreement

In January 2017, we closed on the acquisition of substantially all the assets of Corporate Payroll, Inc., an Ohio corporation (“CPI”), relating to its payroll service bureau business, pursuant to an Asset Purchase Agreement (the “CPI Asset Purchase Agreement”). The aggregate consideration for the assets consisted of (i) $1,500 in cash, (ii) a subordinated promissory note (the “CPI Note”) in the principal amount of $500 and (iii) 112,166 shares of our common stock valued at $1,000, subject to adjustment as provided in the CPI Asset Purchase Agreement. We funded the cash payment with proceeds from our recent underwritten public offering in June 2017. The CPI Note bears no interest and matures on April 30, 2018. The entire unpaid principal under the CPI Note is payable at maturity. The recipient of the shares of our common stock entered into a six month lock-up agreement with us.

Asset Purchase Agreement

In January 2017, we closed on the acquisition of substantially all the assets of Payroll Specialties NW, Inc., an Oregon corporation (“PSNW”), pursuant to an Asset Purchase Agreement (the “PSNW Asset Purchase Agreement”). The aggregate consideration for the assets consisted of (i) $3,010 in cash and (ii) a subordinated promissory note (the “PSNW Note”) in the principal amount of $600, subject to adjustment as provided in the PSNW Asset Purchase Agreement. We funded the cash payment with proceeds from our recent underwritten public offering in June 2017. The PSNW Note bears interest at an annual rate of 2.0% and matures on April 30, 2018. The entire unpaid principal and all accrued interest under the PSNW Note is payable at maturity.

Equity Purchase Agreement

In May 2017, we entered into an equity purchase agreement (the “Equity Purchase Agreement”) with iSystems Holdings, LLC, a Delaware limited liability company (“Seller”), and iSystems Intermediate Holdco, Inc., a Delaware corporation (“iSystems”), pursuant to which we acquired 100% of the outstanding equity interests of iSystems for an aggregate purchase price of $55,000, subject to adjustment as provided in the Equity Purchase Agreement. The aggregate purchase price consists of (i) $32,000 in cash, subject to adjustment, (ii) a secured subordinated promissory note (“iSystems Note”) in the principal amount of $5,000, subject to adjustment, and (iii) 1,526,332 shares of unregistered common stock valued at $18,000 based on a volume-weighted average of the closing prices of our common stock during a 90-day period. The iSystems Note bears interest at an annual rate of 3.5% and matures on May 25, 2019. The unpaid principal and all accrued interest under the promissory note is payable in two installments of $2,500 on May 25, 2018 and May 25, 2019, subject to adjustment. 

To finance the iSystems acquisition, we amended and restated our existing credit agreement with Wells Fargo Bank, National Association, as administrative agent (the “Restated Credit Agreement”) to add an additional term loan in the amount of approximately $40,000, of which we borrowed approximately $32,000 to complete the iSystems acquisition. See Note 6- Notes Payable for further detail.

Stock Purchase Agreement

In May 2017, we entered into a stock purchase agreement (the “Stock Purchase Agreement”) with Compass HRM, Inc. (“Compass”) and the sellers and seller representative named therein, pursuant to which the sellers sold 100% of the outstanding shares of capital stock of Compass to us for an aggregate purchase price of $6,000, subject to adjustment as provided in the Stock Purchase Agreement. Compass is headquartered in Tampa, Florida, and provides cloud-based human resource management software, including payroll, benefits, time and attendance, and performance management. The aggregate purchase price consists of $4,500 in cash and a subordinated promissory note (“Compass Note”) in the principal amount of $1,500, subject to adjustment. The Compass Note bears interest at an annual rate of 2.0% and matures on May 25, 2022. The Compass Note is payable in five annual installments of $300 on the anniversary of the closing date, subject to adjustment. The Compass Note was adjusted in March 2018, effective as of May 2017, to a principal amount of $1,474, to give effect to a working capital adjustment pursuant to the Stock Purchase Agreement. The revised Compass Note is now payable in five annual installments of $295 on the anniversary of the closing date, subject to adjustment.

To finance the Compass acquisition, we incurred approximately $4,500 of additional indebtedness pursuant to an additional term loan under our Restated Credit Agreement. See Note 6 –Notes Payable for further details.

Stock Purchase Agreement

In October 2017, we entered into a stock purchase agreement (the “ADS Stock Purchase Agreement”) with Associated Data Services (“ADS”) and the sellers and seller representative named therein, pursuant to which the sellers sold 100% of the outstanding shares of capital stock of ADS to us for an aggregate purchase price of $3,400, subject to adjustment as provided in the ADS Stock Purchase Agreement. The aggregate purchase price consists of $1,778 in cash; 44,624 shares of common stock in Asure Software, Inc. estimated to have a fair value of $528,200;  and a subordinated promissory note (“ADS Note”) in the principal amount of $1,122, subject to adjustment. The ADS Note bears interest at an annual rate of 2.0%. The ADS Note is payable in two annual installments of $370 and $752 plus accrued interest, on October 1, 2018 and October 1, 2019, respectively , subject to adjustment.

Purchase Price Allocation

Following is the purchase price allocation for the 2017 acquisitions. We based the preliminary fair value estimate for the assets acquired and liabilities assumed for these acquisitions upon preliminary calculations and valuations.  Our estimates and assumptions for these acquisitions are subject to change as we obtain additional information for our estimates during the respective measurement periods (up to one year from the acquisition date). The primary areas of those preliminary estimates that we have not yet finalized relate to certain tangible assets and liabilities acquired, and income and non-income based taxes.

We recorded the transactions using the acquisition method of accounting and recognized assets and liabilities assumed at their fair value as of the dates of acquisitions. The $26,408 of intangible assets subject to amortization consist of $23,085 allocated to Customer Relationships, $1,621 for Trade Names, $1,010 for Developed Technology, and $692 for Noncompete Agreements.  To value the Trade Names, we employed the relief from royalty method under the market approach. For the Noncompete Agreements, we employed a form of the income approach which analyzes the Company’s profitability with these assets in place, in contrast to the Company’s profitability without them. For the Customer Relationships and Developed Technology, we employed a form of the excess earnings method, which is a form of the income approach. The discount rate used in valuing these assets ranged from 14.0% to 17.0%, which reflects the risk associated with the intangible assets related to the other assets and the overall business operations to us. We estimated the fair values of the Trade Names using the relief from royalty method based upon a 1.0% to 1.7% royalty rate.  

We believe significant synergies are expected to arisefrom these strategic acquisitions. This factor contributed to a purchase price that was in excess of the fair value of the net assets acquired and, as a result, we recorded goodwill for each acquisition. A portion of acquired goodwill will be deductible for tax purposes.

We based the allocations on fair values at the date of acquisition:

Assets Acquired	CPI		PMSI		PSNW		iSystems		Compass		ADS		Total
Cash & cash equivalents	$	126		131		53		211		207		124	$	852
Accounts receivable		22		347		111		951		241		-		1,672
Restricted cash		-		-		-		200		-		-		200
Fixed assets		-		130		7		681		38		4		860
Other assets		-		17		17		699		33		1		767
Funds held for clients		2,809		-		6,294		-		-		5,091		14,194
Goodwill		1,190		2,295		1,579		42,330		2,023		1,474		50,891
Intangibles		1,563		2,646		1,879		15,070		3,470		1,780		26,408
Total assets acquired	$	5,710		5,566		9,940		60,142		6,012		8,474	$	95,844
Liabilities assumed
Accounts payable		51		19		28		392		65		18		573
Accrued other liabilities		-		197		40		868		45		30		1,180
Deferred revenue		-		370		-		1,073		-		-		1,443
Client fund obligations		2,754		-		6,294		-		-		5,091		14,139
Total liabilities assumed		2,805		586		6,362		2,333		110		5,139		17,335
Net assets acquired	$	2,905		4,980		3,578		57,809		5,902		3,335	$	78,509

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

	CPI			PMSI			PSNW			iSystems			Compass			ADS			Total
Purchase price	$	3,000			5,000			3,610			55,000			6,000			3,400		$	76,010
Working capital adjustment		-			42			-			202			55			-			299
Adjustment to fair value of Asure’s stock issued		(54	)		-			-			2,880			-			28			2,854
Debt discount		(41	)		(62	)		(32	)		(273	)		(153	)		(93	)		(654	)
Fair value of net assets acquired	$	2,905			4,980			3,578			57,809			5,902			3,335		$	78,509

Transaction costs for the 2017 acquisitions were $3,112 and were expensed as incurred and included in selling, general and administrative expenses.

Unaudited Pro Forma Financial Information

The following unaudited summary of pro forma combined results of operations for the three months ended March 31, 2018 and March 31, 2017 gives effect to the acquisitions of iSystems, Compass, ADS, TelePayroll, Pay Systems, and Savers Admin 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.

	FOR THE THREE MONTHS ENDED MARCH 31, 2018			FOR THE THREE MONTHS ENDED MARCH 31, 2017
Revenues	$	19,304		$	18,766
Net income (loss)	$	(1,251	)	$	(2,381	)
Net income (loss) per common share:
Basic and diluted	$	(0.10	)	$	(0.23	)
Weighted average shares outstanding:
Basic		12,583			10,403
Diluted		12,583			10,403

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NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS

3 Months Ended

Mar. 31, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets Disclosure [Text Block]

NOTE 5 – GOODWILL AND OTHER INTANGIBLE ASSETS

We accounted for our historical acquisitions in accordance with ASC 805, Business Combinations.  We recorded the amount exceeding the fair value of net assets acquired at the date of acquisition as goodwill. We recorded intangible assets apart from goodwill if the assets had contractual or other legal rights or if the assets could be separated and sold, transferred, licensed, rented or exchanged. Our goodwill relates to the following acquisitions: ADI and Legiant in 2011, PeopleCube in 2012, FotoPunch and Roomtag in 2014, Mangrove in 2016, PMSI, CPI and PSNW in January 2017, iSystems and Compass in May 2017, ADS in October 2017, and TelePayroll, Pay Systems, and Savers Admin in January 2018. 

In accordance with ASC 350, Intangibles-Goodwill and Other, we review and evaluate our long-lived assets, including intangible assets with finite lives, for impairment whenever events or changes in circumstances indicate that we may not recover their net book value. We test goodwill for impairment on an annual basis in the fourth fiscal quarter of each year, and between annual tests, if indicators of potential impairment exist, using a fair-value-based approach. There has been no impairment of goodwill for the periods presented. We amortize intangible assets not considered to have an indefinite useful life using the straight-line method over their estimated period of benefit, which generally ranges from one to nine years. Each reporting period, we evaluate the estimated remaining useful life of intangible assets and assess whether events or changes in circumstances warrant a revision to the remaining period of amortization or indicate that impairment exists. We have not identified any impairments of finite-lived intangible assets during any of the periods presented. 

The following table summarizes the changes in our goodwill:

Balance at December 31, 2017	$	77,348
Goodwill recognized upon acquisitions of Telepayroll, Pay Systems and Savers Admin		13,566
Adjustment to Goodwill associated with acquisitions of Compass, ADS, iSystems and PMSI		81
Foreign exchange adjustment to goodwill		3
Balance at March 31, 2018	$	90,998

The gross carrying amount and accumulated amortization of our intangible assets as of March 31, 2018 and December 31, 2017 are as follows:

			March 31, 2018
Intangible Assets	Weighted Average Amortization Period (in Years)		Gross		Accumulated Amortization			Net
Developed Technology		6.7	$	11,925	$	(5,446	)	$	6,479
Customer Relationships		9.4		52,896		(14,394	)		38,502
Reseller Relationships		7.00		853		(792	)		61
Trade Names		11.4		3,765		(953	)		2,812
Noncompete		5.1		1,022		(211	)		811
		8.9	$	70,461	$	(21,796	)	$	48,665

			December 31, 2017
Intangible Assets	Weighted Average Amortization Period (in Years)		Gross		Accumulated Amortization			Net
Developed Technology		6.7	$	11,925	$	(5,010	)	$	6,915
Customer Relationships		9.5		37,096		(13,142	)		23,954
Reseller Relationships		7.0		853		(761	)		92
Trade Names		10.4		2,915		(884	)		2,031
Noncompete Agreements		6.1		692		(130	)		562
		8.8	$	53,481	$	(19,927	)	$	33,554

We record amortization expenses using the straight-line method over the estimated useful lives of the intangible assets, as noted above.  Amortization expenses for the three months ended March 31, 2018 and 2017 were $1,597 and $847, respectively, included in Operating Expenses. Amortization expenses recorded in Cost of Sales were $297 and $106 for the three months ended March 31, 2018 and 2017, respectively.

The following table summarizes the future estimated amortization expense relating to our intangible assets as of March 31, 2018:

Calendar Years
2018 (April to December)	$	5,542
2019		6,697
2020		5,862
2021		5,420
2022		5,328
2023		4,496
Thereafter		15,320
	$	48,665

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NOTE 6 - NOTES PAYABLE

3 Months Ended

Mar. 31, 2018

Debt Disclosure [Abstract]

Debt Disclosure [Text Block]

NOTE 6 – NOTES PAYABLE

The following table summarizes our outstanding debt as of the dates indicated:

Notes Payable	Maturity	Stated Interest Rate			Balance as of March 31, 2018		Balance as of December 31, 2017
Subordinated Notes Payable- PMSI acquisition	4/30/2018		2.00	%		1,125		1,125
Subordinated Notes Payable- CPI acquisition	4/30/2018		-	%		500		500
Subordinated Notes Payable- PSNW acquisition	4/30/2018		2.00	%		600		600
Subordinated Notes Payable- iSystems acquisition	5/25/2019		3.50	%		5,000		5,000
Subordinated Notes Payable- Compass acquisition	5/25/2022		2.00	%		1,474		1,500
Subordinated Notes Payable- ADS acquisition	10/1/2019		2.00	%		1,122		1,122
Subordinated Notes Payable- TelePayroll acquisition	01/01/2020		2.00	%		1,800		-
Subordinated Notes Payable- Savers Admin acquisition	01/01/2020		2.00	%		570		-
Subordinated Notes Payable- Pay Systems acquisition	01/01/2019		2.00	%		1,572		-
Term Loan – Wells Fargo Syndicate Partner	5/25/2022		10.55	%		52,500		34,125
Term Loan - Wells Fargo	5/25/2022		5.55	%		52,500		34,125
Total Notes Payable					$	118,763	$	78,097
Short-term notes payable					$	8,012	$	8,895
Long-term notes payable					$	110,751	$	69,202

On January 1, 2016, we adopted ASU 2015-03 for debt issuance costs on our term loan, on a retrospective basis. The impact of adopting ASU 2015-03 was the classification of all deferred financing costs as a deduction to corresponding debt in addition to the reclassification of deferred financing costs in other current and long-term assets to short and long-term notes payable. The following table summarizes the debt issuance costs as of the dates indicated:

Notes Payable	Gross Notes Payable at March 31, 2018		Debt Issuance Costs and Debt Discount			Net Notes Payable at March 31, 2018
Notes payable, current portion	$	8,012	$	(196	)	$	7,816
Notes payable, net of current portion		110,751		(3,979	)		106,772
Total Notes Payable	$	118,763	$	(4,175	)	$	114,588

Notes Payable	Gross Notes Payable at December 31, 2017		Debt Issuance Costs			Net Notes Payable at December 31, 2017
Notes payable, current portion	$	8,895	$	-		$	8,895
Notes payable, net of current portion		69,202		(2,229	)		66,973
Total Notes Payable	$	78,097	$	(2,229	)	$	75,868

The following table summarizes the future principal payments related to our outstanding debt:

Year  Ended	Gross Amount
December 31, 2018 (April to December)	$	6,963
December 31, 2019		5,383
December 31, 2020		4,896
December 31, 2021		4,889
December 31, 2022		96,632
Gross Notes Payable	$	118,763

Subordinated Notes Payable- PMSI Acquisition

In January 2017, we acquired all of the outstanding shares of common stock (the “PMSI Shares”) of Personnel Management Systems, Inc., a Washington corporation (“PMSI”), pursuant to a Stock Purchase Agreement (the “Stock Purchase Agreement”). The aggregate consideration for the PMSI Shares consisted of (i) $3,875 in cash and (ii) a subordinated promissory note (the “PMSI Note”) in the principal amount of $1,125 subject to adjustment as provided in the Stock Purchase Agreement. We funded the cash payment with proceeds from our recent public stock offering. The PMSI Note bears interest at an annual rate of 2.0% and matures on April 30, 2018. The entire unpaid principal and all accrued interest under the PMSI Note is payable at maturity.

Subordinated Notes Payable- CPI Acquisition

In January 2017, we acquired substantially all the assets of Corporate Payroll, Inc., an Ohio corporation (“CPI”), relating to its payroll service bureau business, pursuant to an Asset Purchase Agreement (the “CPI Asset Purchase Agreement”). The aggregate consideration for the assets consisted of (i) $1,500 in cash, (ii) a subordinated promissory note (the “CPI Note”) in the principal amount of $500 and (iii) 112,166 shares of our common stock valued at $1,000, subject to adjustment as provided in the CPI Asset Purchase Agreement. We funded the cash payment with proceeds from a public stock offering which occurred in July 2016. The CPI Note bears no interest and matures on April 30, 2018. The entire unpaid principal under the CPI Note is payable at maturity.

Subordinated Notes Payable – PSNW Acquisition

In January 2017, we acquired substantially all the assets of Payroll Specialties NW, Inc., an Oregon corporation (“PSNW”), pursuant to an Asset Purchase Agreement (the “PSNW Asset Purchase Agreement”). The aggregate consideration for the assets consisted of (i) $3,010 in cash and (ii) a subordinated promissory note (the “PSNW Note”) in the principal amount of $600, subject to adjustment as provided in the PSNW Asset Purchase Agreement. We funded the cash payment with proceeds from our public stock offering which occurred in July 2016. The PSNW Note bears interest at an annual rate of 2.0% and matures on April 30, 2018. The entire unpaid principal and all accrued interest under the PSNW Note is payable at maturity.

As of March 31, 2018, the principal amount of $600 is due to the seller, who is currently an employee.

Subordinated Notes Payable- iSystems Acquisition

In May 2017, we acquired 100% of the outstanding equity interests of iSystems Intermediate Holdco, Inc., a Delaware corporation (“iSystems”), pursuant to an equity purchase agreement (the “Equity Purchase Agreement”). The aggregate purchase price consisted of (i) $32,000 in cash, subject to adjustment as provided in the Equity Purchase Agreement, (ii) a secured subordinated promissory note (“iSystems Note”) in the principal amount of $5,000, subject to adjustment as provided in the Equity Purchase Agreement, and (iii) 1,526,332 shares of unregistered common stock valued at $18,000. The iSystems Note bears interest at an annual rate of 3.5% and matures on May 25, 2019. The unpaid principal and all accrued interest under the promissory note is payable in two installments of $2,500 on May 25, 2018 and May 25, 2019, subject to adjustment.

Subordinated Notes Payable- Compass Acquisition

In May 2017, we acquired 100% of the outstanding shares of capital stock of Compass HRM, Inc. (“Compass”) pursuant to a stock purchase agreement (the “Stock Purchase Agreement”). The aggregate purchase price consisted of $4,500 in cash and a subordinated promissory note (“Compass Note”) in the principal amount of $1,500, subject to adjustment as provided in the Stock Purchase Agreement. The Compass Note bears interest at an annual rate of 2.0% and matures on May 25, 2022. The Compass Note was payable in five annual installments of $300 on the anniversary of the closing date, subject to adjustment. The Compass Note was adjusted in March 2018, effective as of May 2017, to a principal amount of $1,474, which is payable in five (5) annual installments of $295.

As of March 31, 2018, the principal amount of $1,474 is due to the seller, who is currently an employee.

Subordinated Notes Payable- ADS Acquisition

In October 2017, we acquired 100% of the outstanding shares of capital stock of Associated Data Services (“ADS”). The aggregate purchase price consists of $1,778 in cash; 44,624 shares of Asure Software, Inc. common stock valued at $400; and a subordinated promissory note (“ADS Note”) in the principal amount of $1,122, subject to adjustment.  The ADS Note bears interest at an annual rate of 2.0%. The ADS Note is payable in two annual installments of $370 and $752, plus accrued interest, on October 1, 2018 and October 1, 2019, respectively, subject to adjustment.

Subordinated Notes Payable- TelePayroll Acquisition

In January 2018, we acquired 100% of the outstanding shares of capital stock of TelePayroll. The aggregate purchase price consists of $9,000 in cash; 91,848 shares of Asure Software, Inc. common stock valued at $1,200; and a subordinated promissory note in the principal amount of $1,800, subject to adjustment.  The TelePayroll Note bears interest at an annual rate of 2.0% and matures on January 1, 2020. The entire unpaid principal and all accrued interest under the TelePayroll Note is payable at maturity.

Subordinated Notes Payable- Savers Admin Acquisition

In January 2018, we acquired 100% of the outstanding shares of capital stock of Savers Admin. The aggregate purchase price consists of $2,280 in cash and a subordinated promissory note in the principal amount of $570, subject to adjustment.  The Savers Admin Note bears interest at an annual rate of 2.0% and matures on January 1, 2020. The entire unpaid principal and all accrued interest under the Savers Admin Note is payable at maturity.

Subordinated Notes Payable- Pay Systems Acquisition

In January 2018, we acquired 100% of the outstanding shares of capital stock of Pay Systems. The aggregate purchase price consists of $14,152 in cash and a subordinated promissory note in the principal amount of $1,572, subject to adjustment.  The Pay Systems Note bears interest at an annual rate of 2.0%. The Pay Systems Note is payable in two annual installments of $786 each, along with accrued interest, on July 1, 2018 and January 1, 2019, subject to adjustment.

Term Loan - Wells Fargo

 In March 2014, we entered into a credit agreement (the “Credit Agreement”) with Wells Fargo Bank, N.A., 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 provided for a term loan in the amount of $15,000 maturing in March 2019.

The Credit Agreement also provided for a revolving loan commitment in the aggregate amount of up to $3,000. The outstanding principal amount of the revolving loan is due and payable in March 2019. Additionally, the Credit Agreement provided for a $10,000 uncommitted incremental term loan facility to support permitted acquisitions.

In March 2016, we amended the Credit Agreement to, among other things, increase our overall credit facility to $29,188. In March 2017, we amended our Credit Agreement with Wells Fargo Bank, N.A to, among other things, obtain an additional term loan in the amount of $5,000. In the first quarter of 2017, we used the proceeds of the additional term loan to repay a portion of all amounts outstanding under the secured subordinated note we issued in connection with the Mangrove acquisition.

Amended and Restated Credit Agreement

In May 2017, we entered into an amended and restated credit agreement (the “Restated Credit Agreement”) with Wells Fargo Bank, N. A., as administrative agent, and the lenders that are parties thereto, amending and restating the terms of the Credit Agreement dated as of March 2014, as amended.

The Restated Credit Agreement provides for an increase in the aggregate principal amount of total commitments from approximately $32,714 to $75,000. This increase includes an additional term loan commitment of approximately $40,286 and an additional revolver commitment of $2,000. The term loan consists of a $35,000 “First Out Loan Obligation” funded by Wells Fargo as administrative agent, and a $35,000 “Last Out Loan Obligation” funded by Wells Fargo’s syndicate partner, Goldman Sachs.

Second Amended and Restated Credit Agreement

On March 29, 2018, we entered into a second amended and restated credit agreement (the “Second Restated Credit Agreement”) with Wells Fargo Bank, National Association, and the lenders that are parties thereto, amending and restating the terms of the Amended and Restated Credit Agreement dated as of May 25, 2017 (the “First Facility”).

The Second Restated Credit Agreement provides for a total of $175,000 in available financing consisting of  (a) $105,000 in the aggregate principal amount of term loans, an increase of approximately $36,750; (b) a $5,000 line of credit, (c) a $25,000 delayed draw term loan commitment for the financing of permitted acquisitions, which is a new financing option for us; and (d) a $40,000 accordion, an increase of $30,000. The accordion allows us to increase the amount of financing we receive from our lenders at our option. Financing under the delayed draw term loan commitment and accordion are subject to certain conditions as described in the Second Restated Credit Agreement.

The Second Restated Credit Agreement amends the applicable margin rates for determining the interest rate payable on the loans as follows:

Leverage Ratio	First Out Revolver Base Rate Margin	First Out Revolver LIBOR Rate Margin	First Out TL Base Rate Margin	First Out TL LIBOR Rate Margin	Last Out Base Rate Margin	Last Out LIBOR Rate Margin
≤ 3.25:1	4.25 percentage points	5.25 percentage points	1.75  percentage points	2.75  percentage points	6.75  percentage points	7.75 percentage points
> 3.25:1	4.75 percentage points	5.75 percentage points	2.25  percentage points	3.25 percentage points	7.25  percentage points	8.25  percentage points

The outstanding principal amount of the term loans is payable as follows:

· $263 beginning on June 30, 2018 and the last day of each fiscal quarter thereafter up to March 31, 2020, plus an additional amount equal to 0.25% of the principal amount of all delayed draw term loans;

· $656 beginning on June 30, 2020 and the last day of each fiscal quarter thereafter up to March 31, 2021, plus an additional amount equal to 0.625% of the principal amount of all delayed draw term loans; and

· $1,313 beginning on June 30, 2021 and the last day of each fiscal quarter thereafter, plus an additional amount equal to 1.25% of the principal amount of all delayed draw term loans.

The outstanding principal balance and all accrued and unpaid interest on the term and revolving loans is due on May 25, 2022.

The Second Restated Credit Agreement also:

· amends our leverage ratio covenant to increase the maximum ratio to  6.50:1 at March 31, 2018 and June 30, 2018, 6.00:1 at September 30, 2018 and December 31, 2018 and then stepping down each quarter-end thereafter;

· amends our fixed charge coverage ratio to be not less than 1.25:1at March 31, 2018 and each quarter-end thereafter; and

· removes the TTM recurring revenue covenant.

As of March 31, 2018 and December 31, 2017, $2,379 and $0 was outstanding and $2,621 and $5,000, respectively, were available for borrowing under the revolver.

As of March 31, 2018, we were in compliance with all covenants and all payments remain current. We expect to be in compliance or be able to obtain compliance through debt repayments with available cash on hand or cash we expect to generate from the ordinary course of operations over the next twelve months. 

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NOTE 7 - Contracts with Customers

3 Months Ended

Mar. 31, 2018

Revenue from Contract with Customer [Abstract]

Revenue from Contract with Customer [Text Block]

NOTE 7 – Contracts with Customers

Receivables

Receivables from contracts with customers, net of allowance for doubtful accounts of $465, were $12,646 at March 31, 2018.  Receivables from contracts with customers, net of allowance for doubtful accounts of $425, were $12,032 at December 31, 2017.

Deferred Commissions

Deferred commissions costs from contracts with customers were $2,333 and $636 at March 31, 2018 and December 31, 2017, respectively.  The amount of amortization recognized in the period was $284.

Deferred Revenue

Revenue of $4,705 was recognized during the three months ended March 31, 2018 that was included in the deferred revenue balance at the beginning of the period.

Transaction Price Allocated to the Remaining Performance Obligations

As of March 31, 2018, approximately $27,300 of revenue is expected to be recognized from remaining performance obligations. We expect to recognize revenue on approximately 70% of these remaining performance obligations over the next 12 months, with the balance recognized thereafter.

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NOTE 8 - SHARE BASED COMPENSATION

3 Months Ended

Mar. 31, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

NOTE 8 – SHARE BASED COMPENSATION

Asure has one active equity plan, the 2009 Equity Plan (the “2009 Plan”). The 2009 Plan provides for the issuance of non-qualified and incentive stock options to our employees and consultants. We generally grant stock options with exercise prices greater than or equal to the fair market value at the time of grant.  The options generally vest over three to four years and are exercisable for a period of five to ten years beginning with date of grant.   Our shareholders approved an amendment to the 2009 Plan in June 2017 to increase the number of shares reserved under the plan from 1,400,000 to 1,700,000. We have 1,009,996 options granted and outstanding and 17,275 available for grant pursuant to the 2009 Plan as of March 31, 2018.

In April 2018, our board of directors adopted, subject to stockholder approval, the Asure Software, Inc. 2018 Incentive Award Plan (the “2018 Plan”).  The 2018 Plan is intended to replace our 2009 Plan.  The 2018 Plan will be voted upon at our annual meeting on May 16, 2018. Upon stockholder approval of the 2018 Plan, the 2018 Plan will become effective and will supersede and replace in its entirety the 2009 Plan, and no further awards will be granted under the 2009 Plan; however, the terms and conditions of the 2009 Plan will continue to govern any outstanding awards granted thereunder.  If the 2018 Plan is not approved by our stockholders, it will not become effective, the 2009 Plan will continue in effect, and we may continue to grant awards under the 2009 Plan, subject to its terms, conditions and limitations, using the stock available for issuance thereunder.

Employees and consultants of the Company, its subsidiaries and affiliates, as well as members of our board, are eligible to receive awards under the 2018 Plan. The 2018 Plan provides for the grant of incentive stock options and nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance bonus awards, performance stock units awards, other stock or cash-based awards and dividend equivalents to eligible individuals.

The number of shares available for issuance under 2018 Plan is equal to the sum of (i) 750,000 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 cancelled or otherwise terminate following the effective date of the 2018 Plan.

Share based compensation for our stock option plans for the three months ended March 31, 2018 and March 31, 2017 were $194 and $54, respectively. We issued no shares of common stock related to exercises of stock options granted from our 2009 Plan for the three months ended March 31, 2018 and March 31, 2017, respectively.

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NOTE 9 - OTHER COMPREHENSIVE LOSS

3 Months Ended

Mar. 31, 2018

Disclosure Text Block [Abstract]

Comprehensive Income (Loss) Note [Text Block]

NOTE 9 – OTHER COMPREHENSIVE LOSS

Comprehensive income (loss) represents a measure of all changes in equity that result from recognized transactions and other economic events other than those resulting from investments by and distributions to shareholders. Our other comprehensive income (loss) includes foreign currency translation adjustments.

The following table presents the changes in each component of accumulated other comprehensive income (loss), net of tax:

	Foreign Currency Items			Accumulated Other Comprehensive Loss Items
Beginning balance, December 31, 2017	$	(63	)	$	(63	)
Other comprehensive loss before reclassifications		3			3
Amounts reclassified from accumulated other comprehensive income (loss)		—			—
Net current-period other comprehensive loss		3			3
Ending balance, March 31, 2018	$	(60	)	$	(60	)

The following table presents the tax benefit (expense) allocated to each component of other comprehensive income (loss):

	Three Months Ended March 31, 2018
	Before Tax		Tax Benefit		Net of Tax
Foreign currency translation adjustments	$	3	$	—	$	3
Other comprehensive loss	$	3	$	—	$	3

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NOTE 10 - NET LOSS PER SHARE

3 Months Ended

Mar. 31, 2018

Earnings Per Share [Abstract]

Earnings Per Share [Text Block]

NOTE 10 – 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 to acquire approximately 1,010,000 and 609,000 shares for the three months ended March 31, 2018 and March 31, 2017, respectively, from the computation of the dilutive stock options because the effect of including the stock options would have been anti-dilutive.

The following table sets forth the computation of basic and diluted net income (loss) per common share for the three months ended March 31, 2018 and March 31, 2017: 

	Three Months			Three Months
	Ended March 31,			Ended March 31,
	2018			2017
Net loss	$	(1,925	)	$	(1,059	)
Weighted-average shares of common stock outstanding		12,583,000			8,628,000
Basic and diluted net loss per share	$	(0.15	)	$	(0.12	)

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NOTE 11 - SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2018

Subsequent Events [Abstract]

Subsequent Events [Text Block]

NOTE 11 – SUBSEQUENT EVENTS

The Company 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 March 31, 2018, and events which occurred subsequent to March 31, 2018 but were not recognized in the condensed consolidated financial statements. The Company has determined that there were no subsequent events which required recognition, adjustment to or disclosure in the financial statements except as follows:

On April 1, 2018, we entered into a purchase agreement (the “Purchase Agreement”) with Wells Fargo Bank, N.A., a national banking association, pursuant to which we purchased a portfolio of customer accounts and the related contracts for payroll processing services for an aggregate purchase price of $10,450. The aggregate purchase price consists of (i) $10,000 in cash and (ii) a subordinated promissory note (the “Promissory Note”) in the principal amount of $450. The Promissory Note bears interest at an annual rate of 2.0%, and the unpaid principal and all accrued interest under the Promissory Note is payable on April 1, 2020. To finance this transaction, we used approximately $10,000 of the additional $36,750 term loan under our Second Restated Credit Agreement.

On April 1, 2018, we acquired all of the assets of Austin HR, LLC pursuant to an asset purchase agreement. Austin HR is headquartered in Austin, Texas and provides human resources management, consulting, executive coaching and leadership development services. To finance a portion of this acquisition, we used approximately $3,100 of the additional $36,750 term loan under our Second Restated Credit Agreement.

On April 2, 2018, we filed a universal shelf registration statement on Form S-3 with the Securities and Exchange Commission (“SEC”) to provide access to additional capital, if needed. Pursuant to the shelf registration statement, we may from time to time offer to sell in one or more offerings shares of our common stock or other securities having an aggregate value of up to $175,000 (which includes approximately $60,000 of unsold securities that were previously registered on our currently effective registration statements). The shelf registration statement relating to these securities became effective on April 16, 2018.

On April 9, 2018, we acquired all of the share capital of Occupeye Limited pursuant to a share purchase agreement. Occupeye Limited is headquartered in Blackburn, United Kingdom and provides workspace utilization technology and is intended to complement our Agile Workplace products for an aggregate purchase price of approximately $7,100 or £5,000 equivalent. The aggregate purchase price consists of (i) $6,400 in cash, or £4,500 and (ii) a subordinated promissory note (the “Promissory Note”) in the principal amount of approximately $700, or £500 equivalent. The Promissory Note bears interest at an annual rate of 2.0%, and the unpaid principal and all accrued interest under the Promissory Note is payable on April 1, 2020. To finance this transaction, we used approximately $6,400 of the additional $36,750 term loan under our Second Restated Credit Agreement.

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Accounting Policies, by Policy (Policies)

3 Months Ended

Mar. 31, 2018

Accounting Policies [Abstract]

Cash and Cash Equivalents, Policy [Policy Text Block]

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash deposits and highly liquid investments with an original maturity of three months or less when purchased.

Liquidity Disclosure [Policy Text Block]

LIQUIDITY

As of March 31, 2018, our principal sources of liquidity consisted of $25,808 of cash and cash equivalents, cash we expect to generate in the future from our business operations, and $2,621 available for borrowing under our revolving line of credit with Wells Fargo discussed in Note 6 – Notes Payable. We believe that we have and/or will generate sufficient cash for our short- and long-term needs, including meeting the requirements of our term loan, and the related debt covenant requirements. We continue to seek reductions in our expenses as a percentage of revenue on an annual basis and thus may utilize our cash balances in the short-term to reduce long-term costs. Based on current internal projections, we believe that we have and/or will generate sufficient cash for our operational needs, including any required debt payments, for at least the next twelve months from the issuance of the condensed consolidated financial statements. However, we will need to raise additional capital or incur additional indebtedness to grow our existing software operations and to seek additional strategic acquisitions in the near future.

Management is focused on growing our existing product offering, as well as our customer base, to increase our recurring revenues. We have made and will continue to explore additional strategic acquisitions. We expect to fund any future acquisitions with equity, available cash, cash we expect to generate in the future from our business operations, funds under our credit facilities, and cash generated from the issuance of equity or debt securities.

We cannot assure that we can grow our cash balances or limit our cash consumption and thus maintain sufficient cash balances for our planned operations or future acquisitions. Future business demands may lead to cash utilization at levels greater than recently experienced. We will need to raise additional capital in the future. However, we cannot assure that we will be able to raise additional capital on acceptable terms, or at all. In our evaluation of the Company’s ability to continue as a going concern in accordance with ASU 2014-15, we have considered factors such as the Company’s historical and forecasted results of operations and cash flows from operations, and, subject to the foregoing, we believe that substantial doubt regarding the Company’s ability to continue as a going concern is not probable. We believe that we have sufficient capital and liquidity to fund and cultivate the growth of our current and future operations for at least the next twelve months from the issuance of these condensed consolidated financial statements and to maintain compliance with the terms of our debt agreements and related covenants or to obtain compliance through debt repayments made with the available cash on hand or anticipated for receipt in the ordinary course of operations.

New Accounting Pronouncements, Policy [Policy Text Block]

Recently Adopted Standards

In May 2014, the FASB issued ASU 2014-09 (“Topic 606”) “Revenue from Contracts with Customers.”  Topic 606 supersedes the revenue recognition requirements in Topic 605 “Revenue Recognition” (“Topic 605”), and requires entities to recognize revenue when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. We adopted Topic 606, as well as other clarifications and technical guidance issued by the FASB related to this new revenue standard, on January 1, 2018, using the modified retrospective method.  The initial application was applied to all contracts at the date of initial application.  We recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of retained earnings. Results of reporting periods after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605. We do not expect the adoption of Topic 606 to have a material impact to our results of operations on an ongoing basis.

We recorded a $1,502 cumulative effect adjustment to opening retained earnings as of January 1, 2018 related to an increase in deferred commissions.  There was no impact to revenues as a result of applying Topic 606 for the three months ended March 31, 2018.

The primary impact of adopting Topic 606 is to sales commissions related to onboarding new clients that were previously expensed.  Under the new standard, these costs that were previously expensed are capitalized as deferred commissions and amortized over the estimated customer life of five to ten years.

The impact from the adoption of Topic 606 to our consolidated balance sheet and income statement is as follows:

	As of and for the Three Months Ended			Balance Using Previous			Increase
Balance Sheet	March 31, 2018			Standard			(Decrease)
Assets
Prepaid expenses and other current assets	$	3,418		$	3,410		$	8
Total current assets before funds held for clients		43,826			43,818			8
Total current assets		110,599			110,591			8
Other assets		15,234			13,614			1,620
Total assets	$	271,804		$	270,176		$	1,628
Liabilities and stockholders’ equity
Accumulated deficit		(278,020	)		(279,648	)		1,628
Total stockholders’ equity		64,673			63,045			1,628
Total liabilities and stockholders’ equity	$	271,804		$	270,176		$	1,628
Income Statement
Operating expenses
Selling, general and administrative		10,709			10,835			(126	)
Total operating expenses		13,729			13,855			(126	)
Gain (Loss) from operations		18			(108	)		(126	)
Loss from operations before income tax		(1,742	)		(1,868	)		(126	)
Net Loss	$	(1,925	)	$	(2,051	)	$	(126	)
Other comprehensive loss	$	(1,922	)	$	(2,048	)	$	(126	)

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments” which eliminates the diversity in practice related to eight cash flow classification issues.  This ASU is effective for fiscal years beginning after December 15, 2017, with early adoption permitted.  The adoption of this accounting standard did not have a material impact on our financial position, results of operations, cash flows, or presentation thereof.

In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash,” which requires the change in restricted cash or cash equivalents to be included with other changes in cash and cash equivalents in the statement of cash flows. The ASU is effective for fiscal years beginning after December 15, 2017, with early adoption permitted. The adoption of this accounting standard did not have a material impact on our financial position, results of operations, cash flows, or presentation thereof.

In May 2017, the FASB issued ASU 2017-09, “Compensation – Stock Compensation (Topic 718) Scope of Modification Accounting,” which clarifies when to account for a change in the terms or conditions of a share-based payment award as a modification. ASU 2017-09 requires modification accounting only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. ASU 2017-09 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The adoption of this accounting standard did not have a material impact on our financial position, results of operations, cash flows, or presentation thereof.

Standards Yet To Be Adopted

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)”.  The core principle of the standard is that a lessee should recognize the assets and liabilities that arise from leases. A lessee should recognize in its statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. We will be required to adopt the new standard in the first quarter of 2019. We are currently evaluating the impact ASU 2016-02 will have on our consolidated financial statements.

In February 2018, the FASB issued ASU No. 2018-02, “Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income”, which provides entities the option to reclassify tax effects stranded in accumulated other comprehensive income as a result of the 2017 Tax Cuts and Jobs Act (“the Tax Act”) to retained earnings. The guidance is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. We do not expect the adoption of this accounting standard to have a material impact on our financial position, results of operations, cash flows, or presentation thereof

Revenue Recognition, Policy [Policy Text Block]

REVENUE RECOGNITION

On January 1, 2018, we adopted Topic 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results of reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605.  There was no impact to revenues as a result of applying Topic 606 for the three months ended March 31, 2018.

Our revenues consist of software-as-a-service (“SaaS”) offerings and time-based software subscription license arrangements that also, typically include hardware, maintenance/support and professional services elements.  We recognize revenue on an output basis when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.  Our contracts with customers may include multiple performance obligations.  For such arrangements, we allocate revenue to each performance obligation based on its relative standalone selling price (“SSP”).  We determine standalone selling prices based on the amount that we believe the market is willing to pay determined through historical analysis of sales data as well as through use of the residual approach when we can estimate the SSP for one or more, but not all, of the promised goods or services. 

SaaS arrangements and time-based software subscriptions typically have an initial term ranging from one to three years and are renewable on an annual basis.  A typical SaaS/software subscription arrangement will also include hardware, setup and implementation services. Revenues allocated to the SaaS/software subscription performance obligations are recognized on an output basis ratably as the service is provided over the non-cancellable term of the SaaS/subscription service and are reported as Cloud revenue on the Consolidated Statement of Comprehensive Loss. Revenue allocated to other performance obligations included in the arrangement is recognized as outlined in the paragraphs below. 

Hardware devices sold to customers (typically time clocks, LCD panels, sensors and other peripheral devices) are sold as either a standard product sell arrangement where title to the hardware passes to the customer or under a hardware-as-a-service (“HaaS”) arrangement where the title to the hardware remains with Asure.  Revenues allocated to hardware sold as a standard product sell is recognized on an output basis as revenue when title passes to the customer, typically the date we ship the hardware and are reported as Hardware revenue on the Income Statement.  Revenues allocated to hardware under a hardware-as-a-service (“HaaS”) arrangement are recognized on an output basis as hardware usage revenue ratably as the service is provided over the non-cancellable term of the HaaS arrangement, typically one year.  Revenues recognized from hardware devices sold to customers via either of the two above types of arrangements are reported as Hardware revenue on the Consolidated Statement of Comprehensive Loss.

Our professional services offerings typically include data migration, set up, training, and implementation services.  Set up and implementation services typically occur at the start of the software arrangement while certain other professional services, depending on the nature of the services and customer requirements, may occur several months later.  We can reasonably estimate professional services performed for a fixed fee and we recognize allocated revenue on an output basis on a proportional performance basis as the service is provided. We recognize allocated revenues on an output basis for professional services engagements billed on a time and materials basis as the service is provided.  We recognize allocated revenues on an output basis on all other professional services engagements upon the earlier of the completion of the service’s deliverable or the expiration of the customer’s right to receive the service.  Revenues recognized from professional services offerings are reported as Professional service revenue on the Consolidated Statement of Comprehensive Loss.

We recognize allocated revenue for maintenance/support on an output basis ratably over the non-cancellable term of the support agreement.  Initial maintenance/support terms are typically one to three years and are renewable on an annual basis.  Revenues recognized from maintenance/support are reported as Maintenance and support revenue on the Consolidated Statement of Comprehensive Loss.

We do not recognize revenue for agreements with rights of return, refundable fees, cancellation rights or substantive acceptance clauses until these return, refund or cancellation rights have expired or acceptance has occurred.  Our arrangements with resellers do not allow for any rights of return.

Our payment terms vary by the type of customer and the customer’s payment history and the products or services offered.  The term between invoicing and when payment is due is not significant and as such our contracts do not include a significant financing component.  The transaction prices of our contracts do not include consideration amounts that are variable and do not include noncash consideration.

Deferred revenue includes amounts invoiced to customers in excess of revenue we recognize, and is comprised of deferred Cloud, HaaS, Maintenance and support, and Professional services revenue.  We recognize deferred revenues when we complete the service and over the terms of the arrangements, primarily ranging from one to three years.

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 March 31, 2018, we were not party to any pending legal proceedings.

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NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Mar. 31, 2018

Accounting Policies [Abstract]

Schedule of New Accounting Pronouncements and Changes in Accounting Principles [Table Text Block]

The primary impact of adopting Topic 606 is to sales commissions related to onboarding new clients that were previously expensed. Under the new standard, these costs that were previously expensed are capitalized as deferred commissions and amortized over the estimated customer life of five to ten years.

	As of and for the Three Months Ended			Balance Using Previous			Increase
Balance Sheet	March 31, 2018			Standard			(Decrease)
Assets
Prepaid expenses and other current assets	$	3,418		$	3,410		$	8
Total current assets before funds held for clients		43,826			43,818			8
Total current assets		110,599			110,591			8
Other assets		15,234			13,614			1,620
Total assets	$	271,804		$	270,176		$	1,628
Liabilities and stockholders’ equity
Accumulated deficit		(278,020	)		(279,648	)		1,628
Total stockholders’ equity		64,673			63,045			1,628
Total liabilities and stockholders’ equity	$	271,804		$	270,176		$	1,628
Income Statement
Operating expenses
Selling, general and administrative		10,709			10,835			(126	)
Total operating expenses		13,729			13,855			(126	)
Gain (Loss) from operations		18			(108	)		(126	)
Loss from operations before income tax		(1,742	)		(1,868	)		(126	)
Net Loss	$	(1,925	)	$	(2,051	)	$	(126	)
Other comprehensive loss	$	(1,922	)	$	(2,048	)	$	(126	)

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NOTE 3 - FAIR VALUE MEASUREMENTS (Tables)

3 Months Ended

Mar. 31, 2018

Fair Value Disclosures [Abstract]

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 measured at fair value on a recurring basis as of March 31, 2018 and December 31, 2017, respectively:

			Fair Value Measure at March 31, 2018
	Total		Quoted		Significant
	Carrying		Prices		Other		Significant
	Value at		in Active		Observable		Unobservable
	March 31,		Market		Inputs		Inputs
Description	2018		(Level 1)		(Level 2)		(Level 3)
Assets:
Cash and cash equivalents	$	25,808	$	25,808	$	-	$	-
Total	$	25,808	$	25,808	$	-	$	-

			Fair Value Measure at December 31, 2017
	Total		Quoted		Significant
	Carrying		Prices		Other		Significant
	Value at		in Active		Observable		Unobservable
	December 31,		Market		Inputs		Inputs
Description	2017		(Level 1)		(Level 2)		(Level 3)
Assets:
Cash and cash equivalents	$	27,792	$	27,792	$	-	$	-
Total	$	27,792	$	27,792	$	-	$	-

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NOTE 4 - ACQUISITIONS (Tables)

3 Months Ended

Mar. 31, 2018

Disclosure Text Block Supplement [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

Assets Acquired	TelePayroll		Pay Systems		Savers Admin		Total
Cash & cash equivalents	$	197		767		160	$	1,124
Accounts receivable		9		54		67		130
Fixed assets		10		121		-		131
Other assets		91		49		12		152
Funds held for clients		8,520		10,976		5,525		25,021
Goodwill		4,428		8,273		865		13,566
Intangibles		7,870		7,240		1,870		16,980
Total assets acquired	$	21,125		27,480		8,499	$	57,104
Liabilities assumed
Accounts payable		55		107		45		207
Accrued other liabilities		347		951		94		1,392
Deferred revenue		356		-		-		356
Client fund obligations		8,520		10,976		5,525		25,021
Total liabilities assumed		9,278		12,034		5,664		26,976
Net assets acquired	$	11,847		15,446		2,835	$	30,128

Assets Acquired	CPI		PMSI		PSNW		iSystems		Compass		ADS		Total
Cash & cash equivalents	$	126		131		53		211		207		124	$	852
Accounts receivable		22		347		111		951		241		-		1,672
Restricted cash		-		-		-		200		-		-		200
Fixed assets		-		130		7		681		38		4		860
Other assets		-		17		17		699		33		1		767
Funds held for clients		2,809		-		6,294		-		-		5,091		14,194
Goodwill		1,190		2,295		1,579		42,330		2,023		1,474		50,891
Intangibles		1,563		2,646		1,879		15,070		3,470		1,780		26,408
Total assets acquired	$	5,710		5,566		9,940		60,142		6,012		8,474	$	95,844
Liabilities assumed
Accounts payable		51		19		28		392		65		18		573
Accrued other liabilities		-		197		40		868		45		30		1,180
Deferred revenue		-		370		-		1,073		-		-		1,443
Client fund obligations		2,754		-		6,294		-		-		5,091		14,139
Total liabilities assumed		2,805		586		6,362		2,333		110		5,139		17,335
Net assets acquired	$	2,905		4,980		3,578		57,809		5,902		3,335	$	78,509

Schedule of Business Acquisitions, by Acquisition [Table Text Block]

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

	TelePayroll			Pay Systems			Savers Admin			Total
Purchase price	$	12,000			15,724			2,850		$	30,574
Working capital adjustment		36			(217	)		38			(143	)
Adjustment to fair value of Asure’s stock issued		(7	)		-			-			(7	)
Debt discount		(182	)		(61	)		(53	)		(296	)
Fair value of net assets acquired	$	11,847			15,446			2,835		$	30,128

	CPI			PMSI			PSNW			iSystems			Compass			ADS			Total
Purchase price	$	3,000			5,000			3,610			55,000			6,000			3,400		$	76,010
Working capital adjustment		-			42			-			202			55			-			299
Adjustment to fair value of Asure’s stock issued		(54	)		-			-			2,880			-			28			2,854
Debt discount		(41	)		(62	)		(32	)		(273	)		(153	)		(93	)		(654	)
Fair value of net assets acquired	$	2,905			4,980			3,578			57,809			5,902			3,335		$	78,509

Business Acquisition, Pro Forma Information [Table Text Block]

The following unaudited summary of pro forma combined results of operations for the three months ended March 31, 2018 and March 31, 2017 gives effect to the acquisitions of iSystems, Compass, ADS, TelePayroll, Pay Systems, and Savers Admin 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.

	FOR THE THREE MONTHS ENDED MARCH 31, 2018			FOR THE THREE MONTHS ENDED MARCH 31, 2017
Revenues	$	19,304		$	18,766
Net income (loss)	$	(1,251	)	$	(2,381	)
Net income (loss) per common share:
Basic and diluted	$	(0.10	)	$	(0.23	)
Weighted average shares outstanding:
Basic		12,583			10,403
Diluted		12,583			10,403

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NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)

3 Months Ended

Mar. 31, 2018

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, 2017	$	77,348
Goodwill recognized upon acquisitions of Telepayroll, Pay Systems and Savers Admin		13,566
Adjustment to Goodwill associated with acquisitions of Compass, ADS, iSystems and PMSI		81
Foreign exchange adjustment to goodwill		3
Balance at March 31, 2018	$	90,998

Schedule of Finite-Lived Intangible Assets [Table Text Block]

The gross carrying amount and accumulated amortization of our intangible assets as of March 31, 2018 and December 31, 2017 are as follows:

			March 31, 2018
Intangible Assets	Weighted Average Amortization Period (in Years)		Gross		Accumulated Amortization			Net
Developed Technology		6.7	$	11,925	$	(5,446	)	$	6,479
Customer Relationships		9.4		52,896		(14,394	)		38,502
Reseller Relationships		7.00		853		(792	)		61
Trade Names		11.4		3,765		(953	)		2,812
Noncompete		5.1		1,022		(211	)		811
		8.9	$	70,461	$	(21,796	)	$	48,665

			December 31, 2017
Intangible Assets	Weighted Average Amortization Period (in Years)		Gross		Accumulated Amortization			Net
Developed Technology		6.7	$	11,925	$	(5,010	)	$	6,915
Customer Relationships		9.5		37,096		(13,142	)		23,954
Reseller Relationships		7.0		853		(761	)		92
Trade Names		10.4		2,915		(884	)		2,031
Noncompete Agreements		6.1		692		(130	)		562
		8.8	$	53,481	$	(19,927	)	$	33,554

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 March 31, 2018:

Calendar Years
2018 (April to December)	$	5,542
2019		6,697
2020		5,862
2021		5,420
2022		5,328
2023		4,496
Thereafter		15,320
	$	48,665

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NOTE 6 - NOTES PAYABLE (Tables)

3 Months Ended

Mar. 31, 2018

Debt Disclosure [Abstract]

Schedule of Debt [Table Text Block]

The following table summarizes our outstanding debt as of the dates indicated:

Notes Payable	Maturity	Stated Interest Rate			Balance as of March 31, 2018		Balance as of December 31, 2017
Subordinated Notes Payable- PMSI acquisition	4/30/2018		2.00	%		1,125		1,125
Subordinated Notes Payable- CPI acquisition	4/30/2018		-	%		500		500
Subordinated Notes Payable- PSNW acquisition	4/30/2018		2.00	%		600		600
Subordinated Notes Payable- iSystems acquisition	5/25/2019		3.50	%		5,000		5,000
Subordinated Notes Payable- Compass acquisition	5/25/2022		2.00	%		1,474		1,500
Subordinated Notes Payable- ADS acquisition	10/1/2019		2.00	%		1,122		1,122
Subordinated Notes Payable- TelePayroll acquisition	01/01/2020		2.00	%		1,800		-
Subordinated Notes Payable- Savers Admin acquisition	01/01/2020		2.00	%		570		-
Subordinated Notes Payable- Pay Systems acquisition	01/01/2019		2.00	%		1,572		-
Term Loan – Wells Fargo Syndicate Partner	5/25/2022		10.55	%		52,500		34,125
Term Loan - Wells Fargo	5/25/2022		5.55	%		52,500		34,125
Total Notes Payable					$	118,763	$	78,097
Short-term notes payable					$	8,012	$	8,895
Long-term notes payable					$	110,751	$	69,202

Schedule of Debt And Debt Issuance Costs [Table Text Block]

The following table summarizes the debt issuance costs as of the dates indicated:

Notes Payable	Gross Notes Payable at March 31, 2018		Debt Issuance Costs and Debt Discount			Net Notes Payable at March 31, 2018
Notes payable, current portion	$	8,012	$	(196	)	$	7,816
Notes payable, net of current portion		110,751		(3,979	)		106,772
Total Notes Payable	$	118,763	$	(4,175	)	$	114,588

Notes Payable	Gross Notes Payable at December 31, 2017		Debt Issuance Costs			Net Notes Payable at December 31, 2017
Notes payable, current portion	$	8,895	$	-		$	8,895
Notes payable, net of current portion		69,202		(2,229	)		66,973
Total Notes Payable	$	78,097	$	(2,229	)	$	75,868

Schedule of Maturities of Long-term Debt [Table Text Block]

The following table summarizes the future principal payments related to our outstanding debt:

Year  Ended	Gross Amount
December 31, 2018 (April to December)	$	6,963
December 31, 2019		5,383
December 31, 2020		4,896
December 31, 2021		4,889
December 31, 2022		96,632
Gross Notes Payable	$	118,763

Schedule of Long-term Debt Instruments [Table Text Block]

The Second Restated Credit Agreement amends the applicable margin rates for determining the interest rate payable on the loans as follows:

Leverage Ratio	First Out Revolver Base Rate Margin	First Out Revolver LIBOR Rate Margin	First Out TL Base Rate Margin	First Out TL LIBOR Rate Margin	Last Out Base Rate Margin	Last Out LIBOR Rate Margin
≤ 3.25:1	4.25 percentage points	5.25 percentage points	1.75  percentage points	2.75  percentage points	6.75  percentage points	7.75 percentage points
> 3.25:1	4.75 percentage points	5.75 percentage points	2.25  percentage points	3.25 percentage points	7.25  percentage points	8.25  percentage points

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NOTE 9 - OTHER COMPREHENSIVE LOSS (Tables)

3 Months Ended

Mar. 31, 2018

Disclosure Text Block [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]

The following table presents the changes in each component of accumulated other comprehensive income (loss), net of tax:

	Foreign Currency Items			Accumulated Other Comprehensive Loss Items
Beginning balance, December 31, 2017	$	(63	)	$	(63	)
Other comprehensive loss before reclassifications		3			3
Amounts reclassified from accumulated other comprehensive income (loss)		—			—
Net current-period other comprehensive loss		3			3
Ending balance, March 31, 2018	$	(60	)	$	(60	)

Comprehensive Income (Loss) [Table Text Block]

The following table presents the tax benefit (expense) allocated to each component of other comprehensive income (loss):

	Three Months Ended March 31, 2018
	Before Tax		Tax Benefit		Net of Tax
Foreign currency translation adjustments	$	3	$	—	$	3
Other comprehensive loss	$	3	$	—	$	3

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NOTE 10 - NET LOSS PER SHARE (Tables)

3 Months Ended

Mar. 31, 2018

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 income (loss) per common share for the three months ended March 31, 2018 and March 31, 2017:

	Three Months			Three Months
	Ended March 31,			Ended March 31,
	2018			2017
Net loss	$	(1,925	)	$	(1,059	)
Weighted-average shares of common stock outstanding		12,583,000			8,628,000
Basic and diluted net loss per share	$	(0.15	)	$	(0.12	)

XML

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017	Mar. 31, 2017	Dec. 31, 2016
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items]
Cash and Cash Equivalents, at Carrying Value	$ 25,808	$ 27,792	$ 2,288	$ 12,767
Line of Credit [Member] | Wells Fargo Bank, N.A. [Member]
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items]
Line of Credit Facility, Remaining Borrowing Capacity	$ 2,621

XML

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of New Accounting Pronouncements and Changes in Accounting Principles - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Assets
Prepaid expenses and other current assets	$ 3,418		$ 2,588
Total current assets before funds held for clients	43,826		44,250
Total current assets	110,599		86,578
Other assets	15,234		614
Total assets	271,804		203,311
Accumulated deficit	(278,020)		(277,597)
Total stockholders’ equity	64,673		63,774
Total liabilities and stockholders’ equity	271,804		$ 203,311
Selling, general and administrative	10,709	$ 7,043
Total operating expenses	13,729
Gain (Loss) from operations	18	(370)
Loss from operations before income tax	(1,742)	(917)
Net Loss	(1,925)	(1,059)
Other comprehensive loss	(1,922)	$ (1,093)
Balance Using Previous Standard [Member]
Assets
Prepaid expenses and other current assets	3,410
Total current assets before funds held for clients	43,818
Total current assets	110,591
Other assets	13,614
Total assets	270,176
Accumulated deficit	(279,648)
Total stockholders’ equity	63,045
Total liabilities and stockholders’ equity	270,176
Selling, general and administrative	10,835
Total operating expenses	13,855
Gain (Loss) from operations	(108)
Loss from operations before income tax	(1,868)
Net Loss	(2,051)
Other comprehensive loss	(2,048)
Adjustments for New Accounting Pronouncement [Member]
Assets
Prepaid expenses and other current assets	8
Total current assets before funds held for clients	8
Total current assets	8
Other assets	1,620
Total assets	1,628
Accumulated deficit	1,628
Total stockholders’ equity	1,628
Total liabilities and stockholders’ equity	1,628
Selling, general and administrative	(126)
Total operating expenses	(126)
Gain (Loss) from operations	(126)
Loss from operations before income tax	(126)
Net Loss	(126)
Other comprehensive loss	$ (126)

XML

NOTE 3 - FAIR VALUE MEASUREMENTS (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Assets:
Cash and Cash Equivalents	$ 25,808	$ 27,792
Total Assets	25,808	27,792
Fair Value, Inputs, Level 1 [Member]
Assets:
Cash and Cash Equivalents	25,808	27,792
Total Assets	25,808	27,792
Fair Value, Inputs, Level 2 [Member]
Assets:
Cash and Cash Equivalents	0	0
Total Assets	0	0
Fair Value, Inputs, Level 3 [Member]
Assets:
Cash and Cash Equivalents	0	0
Total Assets	$ 0	$ 0

XML

NOTE 4 - ACQUISITIONS (Details)		1 Months Ended						3 Months Ended		12 Months Ended
	Jan. 01, 2017 USD ($) shares	Mar. 31, 2018 USD ($)	Jan. 31, 2018 USD ($) shares	Oct. 31, 2017 USD ($) shares	May 31, 2017 USD ($) shares	Jan. 31, 2017 USD ($) shares	Mar. 31, 2016 USD ($) shares	Mar. 31, 2018 USD ($) shares	Mar. 31, 2017 USD ($)	Dec. 31, 2017 USD ($)
NOTE 4 - ACQUISITIONS (Details) [Line Items]
Number of Businesses Acquired			3		2	3
Business Acquisition, Transaction Costs		$ 993,000						$ 993,000		$ 3,112,000
Proceeds from Lines of Credit								2,379,000	$ 0
TelePayroll, Pay Systems and Savers Admin [Member]
NOTE 4 - ACQUISITIONS (Details) [Line Items]
Business Combination, Consideration Transferred								30,574,000
Payments to Acquire Businesses, Gross								25,432,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill		16,980,000	$ 16,980,000					16,980,000
TelePayroll Inc. ("TelePayroll") [Member]
NOTE 4 - ACQUISITIONS (Details) [Line Items]
Business Combination, Consideration Transferred								12,000,000
Payments to Acquire Businesses, Gross			$ 9,000,000					$ 9,000,000
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares) | shares			91,848					91,848
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned		$ 1,200,000	$ 1,200,000					$ 1,200,000
Business Combination, Consideration Transferred, Liabilities Incurred			$ 1,800,000					$ 1,800,000
Debt Instrument, Interest Rate, Stated Percentage		2.00%	2.00%					2.00%
Debt Instrument, Maturity Date			Jan. 01, 2020					Jan. 01, 2020
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill		$ 7,870,000						$ 7,870,000
Equity Method Investment, Ownership Percentage			100.00%
Savers Administrative Services Inc. (Savers Admin) [Member]
NOTE 4 - ACQUISITIONS (Details) [Line Items]
Business Combination, Consideration Transferred								2,850,000
Payments to Acquire Businesses, Gross			$ 2,280,000					2,280,000
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned			$ 570,000
Business Combination, Consideration Transferred, Liabilities Incurred								$ 570,000
Debt Instrument, Interest Rate, Stated Percentage		2.00%	2.00%					2.00%
Debt Instrument, Maturity Date			Jan. 01, 2020					Jan. 01, 2020
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill		$ 1,870,000						$ 1,870,000
Equity Method Investment, Ownership Percentage		100.00%						100.00%
Pay Systems of America Inc. (Pay Systems) [Member]
NOTE 4 - ACQUISITIONS (Details) [Line Items]
Business Combination, Consideration Transferred								$ 15,724,000
Payments to Acquire Businesses, Gross			$ 14,152,000					14,152,000
Business Combination, Consideration Transferred, Liabilities Incurred			$ 1,572,000					$ 1,572,000
Debt Instrument, Interest Rate, Stated Percentage		2.00%	2.00%					2.00%
Debt Instrument, Payment Terms			payable in two installments – one-half, plus accrued interest, on July 1, 2018 and the remaining principal balance and accrued interest on January 1, 2019
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill		$ 7,240,000						$ 7,240,000
Equity Method Investment, Ownership Percentage		100.00%						100.00%
Debt Instrument, Periodic Payment								$ 786,000
Personnel Management Systems, Inc ("PMSI") [Member]
NOTE 4 - ACQUISITIONS (Details) [Line Items]
Business Combination, Consideration Transferred										5,000,000
Payments to Acquire Businesses, Gross	$ 3,875,000					$ 3,875,000
Business Combination, Consideration Transferred, Liabilities Incurred	$ 1,125,000					$ 1,125,000
Debt Instrument, Interest Rate, Stated Percentage	2.00%					2.00%
Debt Instrument, Maturity Date	Apr. 30, 2018					Apr. 30, 2018
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill										2,646,000
Corporate Payroll, Inc ("CPI") [Member]
NOTE 4 - ACQUISITIONS (Details) [Line Items]
Business Combination, Consideration Transferred										3,000,000
Payments to Acquire Businesses, Gross	$ 1,500,000					$ 1,500,000
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares) | shares	112,166					112,166
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned	$ 1,000,000					$ 1,000,000
Business Combination, Consideration Transferred, Liabilities Incurred	$ 500,000					$ 500,000
Debt Instrument, Interest Rate, Stated Percentage	0.00%					0.00%
Debt Instrument, Maturity Date	Apr. 30, 2018					Apr. 30, 2018
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill										1,563,000
Business Acquisition Equity Interests Issued or Issuable, Lock-Up Agreement						6 years
Payroll Specialities NW ("PSNW") [Member]
NOTE 4 - ACQUISITIONS (Details) [Line Items]
Business Combination, Consideration Transferred										3,610,000
Payments to Acquire Businesses, Gross	$ 3,010,000					$ 3,010,000
Business Combination, Consideration Transferred, Liabilities Incurred	$ 600,000					$ 600,000
Debt Instrument, Interest Rate, Stated Percentage	2.00%					2.00%
Debt Instrument, Maturity Date	Apr. 30, 2018					Apr. 30, 2018
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill										1,879,000
iSystems Intermediate Holdco, Inc.(iSystems) [Member]
NOTE 4 - ACQUISITIONS (Details) [Line Items]
Business Combination, Consideration Transferred					$ 55,000,000					55,000,000
Payments to Acquire Businesses, Gross					$ 32,000,000
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares) | shares					1,526,332
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned					$ 18,000,000
Business Combination, Consideration Transferred, Liabilities Incurred					$ 5,000,000
Debt Instrument, Interest Rate, Stated Percentage					3.50%
Debt Instrument, Payment Terms					two
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill										15,070,000
Equity Method Investment, Ownership Percentage					100.00%
Debt Instrument, Periodic Payment					$ 2,500,000
Compass HRM, Inc. (Compass) [Member]
NOTE 4 - ACQUISITIONS (Details) [Line Items]
Business Combination, Consideration Transferred					6,000,000					6,000,000
Payments to Acquire Businesses, Gross					4,500,000
Business Combination, Consideration Transferred, Liabilities Incurred					$ 1,500,000
Debt Instrument, Interest Rate, Stated Percentage					2.00%
Debt Instrument, Payment Terms		revised Compass Note is now payable in five annual installments of $295 on the anniversary of the closing date, subject to adjustment			payable in five annual installments of $300 on the anniversary of the closing date, subject to adjustment
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill										3,470,000
Equity Method Investment, Ownership Percentage					100.00%
Debt Instrument, Periodic Payment		$ 295,000			$ 300,000
Debt Instrument, Face Amount		$ 1,474,000						$ 1,474,000
Associated Data Services ("ADS") [Member]
NOTE 4 - ACQUISITIONS (Details) [Line Items]
Business Combination, Consideration Transferred				$ 3,400,000						3,400,000
Payments to Acquire Businesses, Gross				$ 1,778,000			$ 1,778,000
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares) | shares				44,624			44,624
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned				$ 528,200,000			$ 400,000
Business Combination, Consideration Transferred, Liabilities Incurred				$ 1,122,000
Debt Instrument, Interest Rate, Stated Percentage				2.00%
Debt Instrument, Payment Terms				payable in two annual installments of $370 and $752 plus accrued interest, on October 1, 2018 and October 1, 2019, respectively , subject to adjustment
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill										1,780,000
Equity Method Investment, Ownership Percentage				100.00%
Debt Instrument, Face Amount				$ 0.020
CPI, PMSI, PSNW, iSystems, Compass and ADS [Member]
NOTE 4 - ACQUISITIONS (Details) [Line Items]
Business Combination, Consideration Transferred										76,010,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill										26,408,000
Customer Relationships [Member] | TelePayroll, Pay Systems and Savers Admin [Member]
NOTE 4 - ACQUISITIONS (Details) [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill			$ 15,800,000
Customer Relationships [Member] | CPI, PMSI, PSNW, iSystems, Compass and ADS [Member]
NOTE 4 - ACQUISITIONS (Details) [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill										23,085,000
Trade Names [Member] | TelePayroll, Pay Systems and Savers Admin [Member]
NOTE 4 - ACQUISITIONS (Details) [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill			850,000
Royalty Rate used to Value Intangible Assets								1.00%
Trade Names [Member] | CPI, PMSI, PSNW, iSystems, Compass and ADS [Member]
NOTE 4 - ACQUISITIONS (Details) [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill										1,621,000
Noncompete Agreements [Member] | TelePayroll, Pay Systems and Savers Admin [Member]
NOTE 4 - ACQUISITIONS (Details) [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill			$ 330,000
Noncompete Agreements [Member] | CPI, PMSI, PSNW, iSystems, Compass and ADS [Member]
NOTE 4 - ACQUISITIONS (Details) [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill										692,000
Developed Technology Rights [Member] | CPI, PMSI, PSNW, iSystems, Compass and ADS [Member]
NOTE 4 - ACQUISITIONS (Details) [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill										$ 1,010,000
Amendment Credit Agreement with Wells Fargo Bank, N.A. [Member]
NOTE 4 - ACQUISITIONS (Details) [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity					40,000,000
Amendment Credit Agreement with Wells Fargo Bank, N.A. [Member] | iSystems Intermediate Holdco, Inc.(iSystems) [Member]
NOTE 4 - ACQUISITIONS (Details) [Line Items]
Proceeds from Lines of Credit					32,000,000
Amendment Credit Agreement with Wells Fargo Bank, N.A. [Member] | Compass HRM, Inc. (Compass) [Member]
NOTE 4 - ACQUISITIONS (Details) [Line Items]
Proceeds from Lines of Credit					$ 4,500,000
Minimum [Member] | Customer Relationships [Member] | TelePayroll, Pay Systems and Savers Admin [Member]
NOTE 4 - ACQUISITIONS (Details) [Line Items]
Discount Rate used to Value Intangible Assets								14.50%
Minimum [Member] | Trade Names [Member] | CPI, PMSI, PSNW, iSystems, Compass and ADS [Member]
NOTE 4 - ACQUISITIONS (Details) [Line Items]
Royalty Rate used to Value Intangible Assets										1.00%
Minimum [Member] | Customer Relationships and Developed Technology [Member] | CPI, PMSI, PSNW, iSystems, Compass and ADS [Member]
NOTE 4 - ACQUISITIONS (Details) [Line Items]
Discount Rate used to Value Intangible Assets										14.00%
Maximum [Member] | Customer Relationships [Member] | TelePayroll, Pay Systems and Savers Admin [Member]
NOTE 4 - ACQUISITIONS (Details) [Line Items]
Discount Rate used to Value Intangible Assets								31.00%
Maximum [Member] | Trade Names [Member] | CPI, PMSI, PSNW, iSystems, Compass and ADS [Member]
NOTE 4 - ACQUISITIONS (Details) [Line Items]
Royalty Rate used to Value Intangible Assets										1.70%
Maximum [Member] | Customer Relationships and Developed Technology [Member] | CPI, PMSI, PSNW, iSystems, Compass and ADS [Member]
NOTE 4 - ACQUISITIONS (Details) [Line Items]
Discount Rate used to Value Intangible Assets										17.00%

XML

NOTE 4 - ACQUISITIONS (Details) - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed - USD ($) $ in Thousands	Mar. 31, 2018	Jan. 31, 2018	Dec. 31, 2017
NOTE 4 - ACQUISITIONS (Details) - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Line Items]
Goodwill	$ 90,998		$ 77,348
TelePayroll Inc. ("TelePayroll") [Member]
NOTE 4 - ACQUISITIONS (Details) - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Line Items]
Cash & cash equivalents	197
Accounts receivable	9
Fixed assets	10
Other assets	91
Funds held for clients	8,520
Goodwill	4,428
Intangibles	7,870
Total assets acquired	21,125
Liabilities assumed
Accounts payable	55
Accrued other liabilities	347
Deferred revenue	356
Client fund obligations	8,520
Total liabilities assumed	9,278
Net assets acquired	11,847
Pay Systems of America Inc. (Pay Systems) [Member]
NOTE 4 - ACQUISITIONS (Details) - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Line Items]
Cash & cash equivalents	767
Accounts receivable	54
Fixed assets	121
Other assets	49
Funds held for clients	10,976
Goodwill	8,273
Intangibles	7,240
Total assets acquired	27,480
Liabilities assumed
Accounts payable	107
Accrued other liabilities	951
Deferred revenue	0
Client fund obligations	10,976
Total liabilities assumed	12,034
Net assets acquired	15,446
Savers Administrative Services Inc. (Savers Admin) [Member]
NOTE 4 - ACQUISITIONS (Details) - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Line Items]
Cash & cash equivalents	160
Accounts receivable	67
Fixed assets	0
Other assets	12
Funds held for clients	5,525
Goodwill	865
Intangibles	1,870
Total assets acquired	8,499
Liabilities assumed
Accounts payable	45
Accrued other liabilities	94
Deferred revenue	0
Client fund obligations	5,525
Total liabilities assumed	5,664
Net assets acquired	2,835
TelePayroll, Pay Systems and Savers Admin [Member]
NOTE 4 - ACQUISITIONS (Details) - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Line Items]
Cash & cash equivalents	1,124
Accounts receivable	130
Fixed assets	131
Other assets	152
Funds held for clients	25,021
Goodwill	13,566
Intangibles	16,980	$ 16,980
Total assets acquired	57,104
Liabilities assumed
Accounts payable	207
Accrued other liabilities	1,392
Deferred revenue	356
Client fund obligations	25,021
Total liabilities assumed	26,976
Net assets acquired	$ 30,128
Corporate Payroll, Inc ("CPI") [Member]
NOTE 4 - ACQUISITIONS (Details) - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Line Items]
Cash & cash equivalents			126
Accounts receivable			22
Restricted cash			0
Fixed assets			0
Other assets			0
Funds held for clients			2,809
Goodwill			1,190
Intangibles			1,563
Total assets acquired			5,710
Liabilities assumed
Accounts payable			51
Accrued other liabilities			0
Deferred revenue			0
Client fund obligations			2,754
Total liabilities assumed			2,805
Net assets acquired			2,905
Personnel Management Systems, Inc ("PMSI") [Member]
NOTE 4 - ACQUISITIONS (Details) - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Line Items]
Cash & cash equivalents			131
Accounts receivable			347
Restricted cash			0
Fixed assets			130
Other assets			17
Funds held for clients			0
Goodwill			2,295
Intangibles			2,646
Total assets acquired			5,566
Liabilities assumed
Accounts payable			19
Accrued other liabilities			197
Deferred revenue			370
Client fund obligations			0
Total liabilities assumed			586
Net assets acquired			4,980
Payroll Specialities NW ("PSNW") [Member]
NOTE 4 - ACQUISITIONS (Details) - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Line Items]
Cash & cash equivalents			53
Accounts receivable			111
Restricted cash			0
Fixed assets			7
Other assets			17
Funds held for clients			6,294
Goodwill			1,579
Intangibles			1,879
Total assets acquired			9,940
Liabilities assumed
Accounts payable			28
Accrued other liabilities			40
Deferred revenue			0
Client fund obligations			6,294
Total liabilities assumed			6,362
Net assets acquired			3,578
iSystems Intermediate Holdco, Inc.(iSystems) [Member]
NOTE 4 - ACQUISITIONS (Details) - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Line Items]
Cash & cash equivalents			211
Accounts receivable			951
Restricted cash			200
Fixed assets			681
Other assets			699
Funds held for clients			0
Goodwill			42,330
Intangibles			15,070
Total assets acquired			60,142
Liabilities assumed
Accounts payable			392
Accrued other liabilities			868
Deferred revenue			1,073
Client fund obligations			0
Total liabilities assumed			2,333
Net assets acquired			57,809
Compass HRM, Inc. (Compass) [Member]
NOTE 4 - ACQUISITIONS (Details) - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Line Items]
Cash & cash equivalents			207
Accounts receivable			241
Restricted cash			0
Fixed assets			38
Other assets			33
Funds held for clients			0
Goodwill			2,023
Intangibles			3,470
Total assets acquired			6,012
Liabilities assumed
Accounts payable			65
Accrued other liabilities			45
Deferred revenue			0
Client fund obligations			0
Total liabilities assumed			110
Net assets acquired			5,902
Associated Data Services ("ADS") [Member]
NOTE 4 - ACQUISITIONS (Details) - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Line Items]
Cash & cash equivalents			124
Accounts receivable			0
Restricted cash			0
Fixed assets			4
Other assets			1
Funds held for clients			5,091
Goodwill			1,474
Intangibles			1,780
Total assets acquired			8,474
Liabilities assumed
Accounts payable			18
Accrued other liabilities			30
Deferred revenue			0
Client fund obligations			5,091
Total liabilities assumed			5,139
Net assets acquired			3,335
CPI, PMSI, PSNW, iSystems, Compass and ADS [Member]
NOTE 4 - ACQUISITIONS (Details) - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Line Items]
Cash & cash equivalents			852
Accounts receivable			1,672
Restricted cash			200
Fixed assets			860
Other assets			767
Funds held for clients			14,194
Goodwill			50,891
Intangibles			26,408
Total assets acquired			95,844
Liabilities assumed
Accounts payable			573
Accrued other liabilities			1,180
Deferred revenue			1,443
Client fund obligations			14,139
Total liabilities assumed			17,335
Net assets acquired			$ 78,509

XML

NOTE 4 - ACQUISITIONS (Details) - Schedule of Business Acquisitions, by Acquisition - USD ($) $ in Thousands	1 Months Ended		3 Months Ended	12 Months Ended
	Oct. 31, 2017	May 31, 2017	Mar. 31, 2018	Dec. 31, 2017
TelePayroll Inc. ("TelePayroll") [Member]
Business Acquisition [Line Items]
Purchase price			$ 12,000
Working capital adjustment			36
Adjustment to fair value of Asure’s stock issued			(7)
Debt discount			(182)
Fair value of net assets acquired			11,847
Pay Systems of America Inc. (Pay Systems) [Member]
Business Acquisition [Line Items]
Purchase price			15,724
Working capital adjustment			(217)
Adjustment to fair value of Asure’s stock issued			0
Debt discount			(61)
Fair value of net assets acquired			15,446
Savers Administrative Services Inc. (Savers Admin) [Member]
Business Acquisition [Line Items]
Purchase price			2,850
Working capital adjustment			38
Adjustment to fair value of Asure’s stock issued			0
Debt discount			(53)
Fair value of net assets acquired			2,835
TelePayroll, Pay Systems and Savers Admin [Member]
Business Acquisition [Line Items]
Purchase price			30,574
Working capital adjustment			(143)
Adjustment to fair value of Asure’s stock issued			(7)
Debt discount			(296)
Fair value of net assets acquired			$ 30,128
Corporate Payroll, Inc ("CPI") [Member]
Business Acquisition [Line Items]
Purchase price				$ 3,000
Working capital adjustment				0
Adjustment to fair value of Asure’s stock issued				(54)
Debt discount				(41)
Fair value of net assets acquired				2,905
Personnel Management Systems, Inc ("PMSI") [Member]
Business Acquisition [Line Items]
Purchase price				5,000
Working capital adjustment				42
Adjustment to fair value of Asure’s stock issued				0
Debt discount				(62)
Fair value of net assets acquired				4,980
Payroll Specialities NW ("PSNW") [Member]
Business Acquisition [Line Items]
Purchase price				3,610
Working capital adjustment				0
Adjustment to fair value of Asure’s stock issued				0
Debt discount				(32)
Fair value of net assets acquired				3,578
iSystems Intermediate Holdco, Inc.(iSystems) [Member]
Business Acquisition [Line Items]
Purchase price		$ 55,000		55,000
Working capital adjustment				202
Adjustment to fair value of Asure’s stock issued				2,880
Debt discount				(273)
Fair value of net assets acquired				57,809
Compass HRM, Inc. (Compass) [Member]
Business Acquisition [Line Items]
Purchase price		$ 6,000		6,000
Working capital adjustment				55
Adjustment to fair value of Asure’s stock issued				0
Debt discount				(153)
Fair value of net assets acquired				5,902
Associated Data Services ("ADS") [Member]
Business Acquisition [Line Items]
Purchase price	$ 3,400			3,400
Working capital adjustment				0
Adjustment to fair value of Asure’s stock issued				28
Debt discount				(93)
Fair value of net assets acquired				3,335
CPI, PMSI, PSNW, iSystems, Compass and ADS [Member]
Business Acquisition [Line Items]
Purchase price				76,010
Working capital adjustment				299
Adjustment to fair value of Asure’s stock issued				2,854
Debt discount				(654)
Fair value of net assets acquired				$ 78,509

XML

NOTE 4 - ACQUISITIONS (Details) - Schedule of Business Acquisition, Pro Forma Information - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Schedule of Business Acquisition, Pro Forma Information [Abstract]
Revenues (in Dollars)	$ 19,304	$ 18,766
Net income (loss) (in Dollars)	$ (1,251)	$ (2,381)
Basic and diluted	$ (0.10)	$ (0.23)
Basic	12,583	10,403
Diluted	$ 12,583	$ 10,403

XML

NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS (Details) [Line Items]
Finite-Lived Intangible Assets, Amortization Method	straight-line method
Amortization of Intangible Assets	$ 1,597,000	$ 847,000
Cost, Amortization	$ 297	$ 106,000
Minimum [Member]
NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS (Details) [Line Items]
Finite-Lived Intangible Asset, Useful Life	1 year
Maximum [Member]
NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS (Details) [Line Items]
Finite-Lived Intangible Asset, Useful Life	9 years

XML

NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS (Details) - Schedule of Goodwill $ in Thousands	3 Months Ended
	Mar. 31, 2018 USD ($)
Schedule of Goodwill [Abstract]
Goodwill, Balance	$ 77,348
Goodwill recognized upon acquisitions	13,566
Adjustment to Goodwill associated with acquisition of Mangrove	81
Foreign exchange adjustment to goodwill	3
Goodwill, Balance	$ 90,998

XML

NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS (Details) - Schedule of Intangible Assets - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2018	Dec. 31, 2017
Finite-Lived Intangible Assets [Line Items]
Intangible Asset, Weighted Average Amortization Period	8 years 328 days	8 years 292 days
Intangible Asset, Gross	$ 70,461	$ 53,481
Intangible Asset, Accumulated Amortization	(21,796)	(19,927)
Intangible Asset, Net	$ 48,665	$ 33,554
Developed Technology Rights [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible Asset, Weighted Average Amortization Period	6 years 255 days	6 years 255 days
Intangible Asset, Gross	$ 11,925	$ 11,925
Intangible Asset, Accumulated Amortization	(5,446)	(5,010)
Intangible Asset, Net	$ 6,479	$ 6,915
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible Asset, Weighted Average Amortization Period	9 years 146 days	9 years 6 months
Intangible Asset, Gross	$ 52,896	$ 37,096
Intangible Asset, Accumulated Amortization	(14,394)	(13,142)
Intangible Asset, Net	$ 38,502	$ 23,954
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	(792)	(761)
Intangible Asset, Net	$ 61	$ 92
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible Asset, Weighted Average Amortization Period	11 years 146 days	10 years 146 days
Intangible Asset, Gross	$ 3,765	$ 2,915
Intangible Asset, Accumulated Amortization	(953)	(884)
Intangible Asset, Net	$ 2,812	$ 2,031
Noncompete Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible Asset, Weighted Average Amortization Period	5 years 36 days	6 years 36 days
Intangible Asset, Gross	$ 1,022	$ 692
Intangible Asset, Accumulated Amortization	(211)	(130)
Intangible Asset, Net	$ 811	$ 562

XML

NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS (Details) - Schedule of Expected Amortization Expense $ in Thousands	Mar. 31, 2018 USD ($)
Schedule of Expected Amortization Expense [Abstract]
2018 (April to December)	$ 5,542
2019	6,697
2020	5,862
2021	5,420
2022	5,328
2023	4,496
Thereafter	15,320
	$ 48,665

XML

NOTE 6 - NOTES PAYABLE (Details) - USD ($)			1 Months Ended							3 Months Ended
	Mar. 29, 2018	Jan. 01, 2017	Mar. 31, 2018	Jan. 31, 2018	Oct. 31, 2017	May 31, 2017	Jan. 31, 2017	Mar. 31, 2016	Mar. 31, 2014	Mar. 31, 2018	Dec. 31, 2017	May 30, 2017	Mar. 31, 2017
Personnel Management Systems, Inc ("PMSI") [Member]
NOTE 6 - NOTES PAYABLE (Details) [Line Items]
Payments to Acquire Businesses, Gross		$ 3,875,000					$ 3,875,000
Business Combination, Consideration Transferred, Liabilities Incurred		$ 1,125,000					$ 1,125,000
Debt Instrument, Interest Rate, Stated Percentage		2.00%					2.00%
Debt Instrument, Maturity Date		Apr. 30, 2018					Apr. 30, 2018
Corporate Payroll, Inc ("CPI") [Member]
NOTE 6 - NOTES PAYABLE (Details) [Line Items]
Payments to Acquire Businesses, Gross		$ 1,500,000					$ 1,500,000
Business Combination, Consideration Transferred, Liabilities Incurred		$ 500,000					$ 500,000
Debt Instrument, Interest Rate, Stated Percentage		0.00%					0.00%
Debt Instrument, Maturity Date		Apr. 30, 2018					Apr. 30, 2018
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares)		112,166					112,166
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned		$ 1,000,000					$ 1,000,000
Payroll Specialities NW ("PSNW") [Member]
NOTE 6 - NOTES PAYABLE (Details) [Line Items]
Payments to Acquire Businesses, Gross		3,010,000					3,010,000
Business Combination, Consideration Transferred, Liabilities Incurred		$ 600,000					$ 600,000
Debt Instrument, Interest Rate, Stated Percentage		2.00%					2.00%
Debt Instrument, Maturity Date		Apr. 30, 2018					Apr. 30, 2018
Notes Payable			$ 600,000							$ 600,000
iSystems Intermediate Holdco, Inc.(iSystems) [Member]
NOTE 6 - NOTES PAYABLE (Details) [Line Items]
Payments to Acquire Businesses, Gross						$ 32,000,000
Business Combination, Consideration Transferred, Liabilities Incurred						$ 5,000,000
Debt Instrument, Interest Rate, Stated Percentage						3.50%
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares)						1,526,332
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned						$ 18,000,000
Equity Method Investment, Ownership Percentage						100.00%
Stock Issued During Period, Shares, Acquisitions (in Shares)						1,526,332
Stock Issued During Period, Value, Acquisitions						$ 18,000,000
Debt Instrument, Frequency of Periodic Payment						two installments
Debt Instrument, Periodic Payment						$ 2,500,000
Debt Instrument, Payment Terms						two
Compass HRM, Inc. (Compass) [Member]
NOTE 6 - NOTES PAYABLE (Details) [Line Items]
Payments to Acquire Businesses, Gross						$ 4,500,000
Business Combination, Consideration Transferred, Liabilities Incurred						$ 1,500,000
Debt Instrument, Interest Rate, Stated Percentage						2.00%
Notes Payable			1,474,000							$ 1,474,000
Equity Method Investment, Ownership Percentage						100.00%
Debt Instrument, Frequency of Periodic Payment						five annual installments				five (5) annual installments
Debt Instrument, Periodic Payment			295,000			$ 300,000
Debt Instrument, Face Amount			$ 1,474,000							$ 1,474,000
Debt Instrument, Payment Terms			revised Compass Note is now payable in five annual installments of $295 on the anniversary of the closing date, subject to adjustment			payable in five annual installments of $300 on the anniversary of the closing date, subject to adjustment
Associated Data Services ("ADS") [Member]
NOTE 6 - NOTES PAYABLE (Details) [Line Items]
Payments to Acquire Businesses, Gross					$ 1,778,000			$ 1,778,000
Business Combination, Consideration Transferred, Liabilities Incurred					$ 1,122,000
Debt Instrument, Interest Rate, Stated Percentage					2.00%
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares)					44,624			44,624
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned					$ 528,200,000			$ 400,000
Equity Method Investment, Ownership Percentage					100.00%
Debt Instrument, Face Amount					$ 0.020
Debt Instrument, Payment Terms					payable in two annual installments of $370 and $752 plus accrued interest, on October 1, 2018 and October 1, 2019, respectively , subject to adjustment
TelePayroll Inc. ("TelePayroll") [Member]
NOTE 6 - NOTES PAYABLE (Details) [Line Items]
Payments to Acquire Businesses, Gross				$ 9,000,000						9,000,000
Business Combination, Consideration Transferred, Liabilities Incurred				$ 1,800,000						$ 1,800,000
Debt Instrument, Interest Rate, Stated Percentage			2.00%	2.00%						2.00%
Debt Instrument, Maturity Date				Jan. 01, 2020						Jan. 01, 2020
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares)				91,848						91,848
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned			$ 1,200,000	$ 1,200,000						$ 1,200,000
Equity Method Investment, Ownership Percentage				100.00%
Savers Administrative Services Inc. (Savers Admin) [Member]
NOTE 6 - NOTES PAYABLE (Details) [Line Items]
Payments to Acquire Businesses, Gross				$ 2,280,000						2,280,000
Business Combination, Consideration Transferred, Liabilities Incurred										$ 570,000
Debt Instrument, Interest Rate, Stated Percentage			2.00%	2.00%						2.00%
Debt Instrument, Maturity Date				Jan. 01, 2020						Jan. 01, 2020
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned				$ 570,000
Equity Method Investment, Ownership Percentage			100.00%							100.00%
Pay Systems of America Inc. (Pay Systems) [Member]
NOTE 6 - NOTES PAYABLE (Details) [Line Items]
Payments to Acquire Businesses, Gross				14,152,000						$ 14,152,000
Business Combination, Consideration Transferred, Liabilities Incurred				$ 1,572,000						$ 1,572,000
Debt Instrument, Interest Rate, Stated Percentage			2.00%	2.00%						2.00%
Equity Method Investment, Ownership Percentage			100.00%							100.00%
Debt Instrument, Frequency of Periodic Payment										two annual installments
Debt Instrument, Periodic Payment										$ 786,000
Debt Instrument, Payment Terms				payable in two installments – one-half, plus accrued interest, on July 1, 2018 and the remaining principal balance and accrued interest on January 1, 2019
Wells Fargo Bank, N.A. [Member] | Line of Credit [Member]
NOTE 6 - NOTES PAYABLE (Details) [Line Items]
Debt Instrument, Debt Default, Description of Violation or Event of Default									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.
Debt Instrument, Collateral									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.
Amendment Credit Agreement with Wells Fargo Bank, N.A. [Member]
NOTE 6 - NOTES PAYABLE (Details) [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity						$ 40,000,000
First Out Loan Obligation [Member]
NOTE 6 - NOTES PAYABLE (Details) [Line Items]
Debt Instrument, Face Amount			$ 35,000							35,000
Last Out Loan Obligation [Member]
NOTE 6 - NOTES PAYABLE (Details) [Line Items]
Debt Instrument, Face Amount			$ 35,000							$ 35,000
Notes Payable to Banks [Member] | Wells Fargo Bank, N.A. [Member]
NOTE 6 - NOTES PAYABLE (Details) [Line Items]
Debt Instrument, Interest Rate, Stated Percentage			5.55%							5.55%
Debt Instrument, Maturity Date										May 25, 2022
Debt Instrument, Face Amount									$ 15,000,000
Debt Instrument, Maturity Date, Description									March 2019
Debt Instrument, Payment Terms										The outstanding principal amount of the term loans is payable as follows:·$263 beginning on June 30, 2018 and the last day of each fiscal quarter thereafter up to March 31, 2020, plus an additional amount equal to 0.25% of the principal amount of all delayed draw term loans;·$656 beginning on June 30, 2020 and the last day of each fiscal quarter thereafter up to March 31, 2021, plus an additional amount equal to 0.625% of the principal amount of all delayed draw term loans; and·$1,313 beginning on June 30, 2021 and the last day of each fiscal quarter thereafter, plus an additional amount equal to 1.25% of the principal amount of all delayed draw term loans.
Debt Instrument, Covenant Description										·amends our leverage ratio covenant to increase the maximum ratio to  6.50:1 at March 31, 2018 and June 30, 2018, 6.00:1 at September 30, 2018 and December 31, 2018 and then stepping down each quarter-end thereafter;·amends our fixed charge coverage ratio to be not less than 1.25:1at March 31, 2018 and each quarter-end thereafter; and·removes the TTM recurring revenue covenant.
Line of Credit [Member] | Wells Fargo Bank, N.A. [Member]
NOTE 6 - NOTES PAYABLE (Details) [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity								$ 29,188	$ 3,000,000			$ 32,714,000
Line of Credit Facility, Interest Rate Description									In March 2017, we amended our Credit Agreement with Wells Fargo Bank, N.A to, among other things, obtain an additional term loan in the amount of $5,000.
Long-term Line of Credit			$ 2,379,000							$ 2,379,000	$ 0
Line of Credit Facility, Remaining Borrowing Capacity			2,621,000							2,621,000
Line of Credit [Member] | Wells Fargo Bank, N.A. [Member] | Letter of Credit [Member]
NOTE 6 - NOTES PAYABLE (Details) [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity									$ 10,000,000
Line of Credit [Member] | Amendment Credit Agreement with Wells Fargo Bank, N.A. [Member]
NOTE 6 - NOTES PAYABLE (Details) [Line Items]
Debt Instrument, Face Amount													$ 5,000,000
Line of Credit Facility, Maximum Borrowing Capacity						$ 75,000,000
Debt Instrument, Increase (Decrease) for Period, Description						This increase includes an additional term loan commitment of approximately $40,286 and an additional revolver commitment of $2,000
Line of Credit Facility, Remaining Borrowing Capacity			$ 2,621							$ 2,621	$ 5,000,000
Debt Instrument, Covenant Compliance										As of March 31, 2018, we were in compliance with all covenants and all payments remain current. We expect to be in compliance or be able to obtain compliance through debt repayments with available cash on hand or cash we expect to generate from the ordinary course of operations over the next twelve months.
Line of Credit [Member] | Second Amended and Restated Credit Agreement with Wells Fargo Bank, N.A. [Member]
NOTE 6 - NOTES PAYABLE (Details) [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	$ 175,000,000
Debt Instrument, Increase (Decrease) for Period, Description	(a) $105,000 in the aggregate principal amount of term loans, an increase of approximately $36,750; (b) a $5,000 line of credit, (c) a $25,000 delayed draw term loan commitment for the financing of permitted acquisitions, which is a new financing option for us; and (d) a $40,000 accordion, an increase of $30,000. The accordion allows us to increase the amount of financing we receive from our lenders at our option. Financing under the delayed draw term loan commitment and accordion are subject to certain conditions as described in the Second Restated Credit Agreement.

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NOTE 6 - NOTES PAYABLE (Details) - Schedule of Debt - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Dec. 31, 2017
NOTE 6 - NOTES PAYABLE (Details) - Schedule of Debt [Line Items]
Balance	$ 118,763	$ 78,097
Short-term notes payable	8,012	8,895
Long-term notes payable	$ 110,751	69,202
Notes Payable, Other Payables [Member] | Personnel Management Systems, Inc ("PMSI") [Member]
NOTE 6 - NOTES PAYABLE (Details) - Schedule of Debt [Line Items]
Maturity	Apr. 30, 2018
Stated Interest Rate	2.00%
Balance	$ 1,125	1,125
Notes Payable, Other Payables [Member] | Corporate Payroll, Inc ("CPI") [Member]
NOTE 6 - NOTES PAYABLE (Details) - Schedule of Debt [Line Items]
Maturity	Apr. 30, 2018
Stated Interest Rate	0.00%
Balance	$ 500	500
Notes Payable, Other Payables [Member] | Payroll Specialities NW ("PSNW") [Member]
NOTE 6 - NOTES PAYABLE (Details) - Schedule of Debt [Line Items]
Maturity	Apr. 30, 2018
Stated Interest Rate	2.00%
Balance	$ 600	600
Notes Payable, Other Payables [Member] | iSystems Intermediate Holdco, Inc.(iSystems) [Member]
NOTE 6 - NOTES PAYABLE (Details) - Schedule of Debt [Line Items]
Maturity	May 25, 2019
Stated Interest Rate	3.50%
Balance	$ 5,000	5,000
Notes Payable, Other Payables [Member] | Compass HRM, Inc. (Compass) [Member]
NOTE 6 - NOTES PAYABLE (Details) - Schedule of Debt [Line Items]
Maturity	May 25, 2022
Stated Interest Rate	2.00%
Balance	$ 1,474	1,500
Notes Payable, Other Payables [Member] | Associated Data Services ("ADS") [Member]
NOTE 6 - NOTES PAYABLE (Details) - Schedule of Debt [Line Items]
Maturity	Oct. 01, 2019
Stated Interest Rate	2.00%
Balance	$ 1,122	1,122
Notes Payable, Other Payables [Member] | TelePayroll Inc. ("TelePayroll") [Member]
NOTE 6 - NOTES PAYABLE (Details) - Schedule of Debt [Line Items]
Maturity	Jan. 01, 2020
Stated Interest Rate	2.00%
Balance	$ 1,800
Notes Payable, Other Payables [Member] | Savers Administrative Services Inc. (Savers Admin) [Member]
NOTE 6 - NOTES PAYABLE (Details) - Schedule of Debt [Line Items]
Maturity	Jan. 01, 2020
Stated Interest Rate	2.00%
Balance	$ 570
Notes Payable, Other Payables [Member] | Pay Systems of America Inc. (Pay Systems) [Member]
NOTE 6 - NOTES PAYABLE (Details) - Schedule of Debt [Line Items]
Maturity	Jan. 01, 2019
Stated Interest Rate	2.00%
Balance	$ 1,572
Notes Payable to Banks [Member] | Wells Fargo Syndicated Partner [Member]
NOTE 6 - NOTES PAYABLE (Details) - Schedule of Debt [Line Items]
Maturity	May 25, 2022
Stated Interest Rate	10.55%
Balance	$ 52,500	34,125
Notes Payable to Banks [Member] | Wells Fargo Bank, N.A. [Member]
NOTE 6 - NOTES PAYABLE (Details) - Schedule of Debt [Line Items]
Maturity	May 25, 2022
Stated Interest Rate	5.55%
Balance	$ 52,500	$ 34,125

XML

NOTE 6 - NOTES PAYABLE (Details) - Schedule of Debt And Debt Issuance Costs - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Schedule of Debt And Debt Issuance Costs [Abstract]
Notes payable, current portion	$ 8,012	$ 8,895
Notes payable, current portion	(196)	0
Notes payable, current portion	7,816	8,895
Notes payable, net of current portion	110,751	69,202
Notes payable, net of current portion	(3,979)	(2,229)
Notes payable, net of current portion	106,772	66,973
Total Notes Payable	118,763	78,097
Total Notes Payable	(4,175)	(2,229)
Total Notes Payable	$ 114,588	$ 75,868

XML

NOTE 6 - NOTES PAYABLE (Details) - Schedule of Maturities of Long-term Debt - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Schedule of Maturities of Long-term Debt [Abstract]
December 31, 2018 (April to December)	$ 6,963
December 31, 2019	5,383
December 31, 2020	4,896
December 31, 2021	4,889
December 31, 2022	96,632
Gross Notes Payable	$ 118,763	$ 78,097

XML

NOTE 6 - NOTES PAYABLE (Details) - Schedule of Applicable Margin Rates - Amendment Credit Agreement with Wells Fargo Bank, N.A. [Member]	3 Months Ended
	Mar. 31, 2018
First Out Revolver Base Rate Margin [Member] | Less Than 3.25:1 [Member]
Debt Instrument [Line Items]
Rate Margin	4.25%
First Out Revolver Base Rate Margin [Member] | More Than 3.25:1 [Member]
Debt Instrument [Line Items]
Rate Margin	4.75%
First Out Revolver LIBOR Rate Margin [Member] | Less Than 3.25:1 [Member]
Debt Instrument [Line Items]
Rate Margin	5.25%
First Out Revolver LIBOR Rate Margin [Member] | More Than 3.25:1 [Member]
Debt Instrument [Line Items]
Rate Margin	5.75%
First Out TL Base Rate Margin [Member] | Less Than 3.25:1 [Member]
Debt Instrument [Line Items]
Rate Margin	1.75%
First Out TL Base Rate Margin [Member] | More Than 3.25:1 [Member]
Debt Instrument [Line Items]
Rate Margin	2.25%
First Out TL LIBOR Rate Margin [Member] | Less Than 3.25:1 [Member]
Debt Instrument [Line Items]
Rate Margin	2.75%
First Out TL LIBOR Rate Margin [Member] | More Than 3.25:1 [Member]
Debt Instrument [Line Items]
Rate Margin	3.25%
Last Out Base Rate Margin [Member] | Less Than 3.25:1 [Member]
Debt Instrument [Line Items]
Rate Margin	6.75%
Last Out Base Rate Margin [Member] | More Than 3.25:1 [Member]
Debt Instrument [Line Items]
Rate Margin	7.25%
Last Out LIBOR Rate Margin [Member] | Less Than 3.25:1 [Member]
Debt Instrument [Line Items]
Rate Margin	7.75%
Last Out LIBOR Rate Margin [Member] | More Than 3.25:1 [Member]
Debt Instrument [Line Items]
Rate Margin	8.25%

XML

NOTE 7 - Contracts with Customers (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Dec. 31, 2017
Revenue from Contract with Customer [Abstract]
Contract with Customer, Asset, Accumulated Allowance for Credit Loss	$ 465	$ 425
Contract with Customer, Asset, Net	12,646	12,032
Deferred Sales Commission	2,333	$ 636
Amortization of Deferred Sales Commissions	284
Deferred Revenue	4,705
Revenue, Remaining Performance Obligation, Amount	$ 27,300
Revenue, Remaining Performance Obligation, Percentage	70.00%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	12 months

XML

NOTE 8 - SHARE BASED COMPENSATION (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2018 USD ($) shares	Mar. 31, 2017 USD ($)	Jun. 30, 2017 shares	May 31, 2017 shares
NOTE 8 - SHARE BASED COMPENSATION (Details) [Line Items]
Share-based Compensation | $	$ 194	$ 54
2009 Equity Plan [Member]
NOTE 8 - SHARE BASED COMPENSATION (Details) [Line Items]
Active Equity Plans	1
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized			1,700,000	1,400,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	1,009,996
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant	17,275
2009 Equity Plan [Member] | Minimum [Member]
NOTE 8 - SHARE BASED COMPENSATION (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period	3 years
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period	5 years
2009 Equity Plan [Member] | Maximum [Member]
NOTE 8 - SHARE BASED COMPENSATION (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period	4 years
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period	10 years
2018 Plan [Member]
NOTE 8 - SHARE BASED COMPENSATION (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Description	equal to the sum of (i) 750,000 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 cancelled or otherwise terminate following the effective date of the 2018 Plan

XML

NOTE 9 - OTHER COMPREHENSIVE LOSS (Details) - Schedule of Accumulated Other Comprehensive Income (Loss) $ in Thousands	3 Months Ended
	Mar. 31, 2018 USD ($)
Schedule of Accumulated Other Comprehensive Income (Loss) [Abstract]
Beginning balance, December 31, 2017	$ (63)
Beginning balance, December 31, 2017	(63)
Other comprehensive loss before reclassifications	3
Other comprehensive loss before reclassifications	3
Amounts reclassified from accumulated other comprehensive income (loss)	0
Amounts reclassified from accumulated other comprehensive income (loss)	0
Net current-period other comprehensive loss	3
Net current-period other comprehensive loss	3
Ending balance, March 31, 2018	(60)
Ending balance, March 31, 2018	$ (60)

XML

NOTE 9 - OTHER COMPREHENSIVE LOSS (Details) - Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Comprehensive Income (Loss) [Abstract]
Foreign currency translation adjustments	$ 3
Foreign currency translation adjustments	0
Foreign currency translation adjustments	3	$ (34)
Other comprehensive loss	3
Other comprehensive loss	0
Other comprehensive loss	$ 3

XML

NOTE 10 - NET LOSS PER SHARE (Details) - shares	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Earnings Per Share [Abstract]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	1,010,000	609,000

XML

NOTE 10 - NET LOSS PER SHARE (Details) - Components of Earnings Per Share, Basic and Diluted - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Components of Earnings Per Share, Basic and Diluted [Abstract]
Net loss	$ (1,925)	$ (1,059)
Weighted-average shares of common stock outstanding	12,583,000	8,628,000
Basic and diluted net loss per share	$ (0.15)	$ (0.12)

XML

NOTE 11 - SUBSEQUENT EVENTS (Details) £ in Thousands, $ in Thousands					3 Months Ended
	Apr. 09, 2018 USD ($)	Apr. 09, 2018 GBP (£)	Apr. 02, 2018 USD ($)	Apr. 01, 2018 USD ($)	Mar. 31, 2018 USD ($)	Mar. 31, 2017 USD ($)	Apr. 09, 2018 GBP (£)
NOTE 11 - SUBSEQUENT EVENTS (Details) [Line Items]
Proceeds from Lines of Credit					$ 2,379	$ 0
Subsequent Event [Member]
NOTE 11 - SUBSEQUENT EVENTS (Details) [Line Items]
Aggregate Value of Common Stock and Other Securities Registered for Sale			$ 175,000
Value of Unsold Securities on Current Effective Registration Statements			$ 60,000
Subsequent Event [Member] | Austin AR, LLC [Member]
NOTE 11 - SUBSEQUENT EVENTS (Details) [Line Items]
Payments to Acquire Businesses, Gross				$ 3,100
Subsequent Event [Member] | Occupeye Limited [Member]
NOTE 11 - SUBSEQUENT EVENTS (Details) [Line Items]
Debt Instrument, Face Amount	$ 700						£ 500
Debt Instrument, Interest Rate, Stated Percentage	2.00%						2.00%
Payments to Acquire Businesses, Gross	$ 6,400	£ 4,500
Business Combination, Consideration Transferred	$ 7,100	£ 5,000
Debt Instrument, Maturity Date	Apr. 01, 2020	Apr. 01, 2020
Proceeds from Lines of Credit	$ 6,400
Line of Credit Facility, Remaining Borrowing Capacity	$ 36,750
Subsequent Event [Member] | Customer Contracts [Member]
NOTE 11 - SUBSEQUENT EVENTS (Details) [Line Items]
Finite-lived Intangible Assets Acquired				10,450
Payments to Acquire Intangible Assets				10,000
Debt Instrument, Face Amount				$ 450
Debt Instrument, Interest Rate, Stated Percentage				2.00%
Subsequent Event, Description				To finance this transaction, we used approximately $10,000 of the additional $36,750 term loan under our Second Restated Credit Agreement.