The accompanying notes are an integral part of these condensed consolidated financial statements.
The accompanying notes are an integral part of these condensed consolidated financial statements.
The accompanying notes are an integral part of these condensed consolidated financial statements.
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, Human Resources (“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 Alabama, Florida, Massachusetts, Michigan, Oregon, Vermont, Washington, and the United Kingdom, and as a result of 2018 acquisitions, we also lease office space in California, Iowa, Tennessee, and North Carolina, and as of July 1, 2018, in Georgia and New York.
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. Certain reclassifications were made to conform to the current period presentation in the condensed consolidated balance sheets. These reclassifications include a reclassification to the long-term deferred tax liability.
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 June 30, 2018, the results of operations for the three and six months ended June 30, 2018 and June 30, 2017, and the cash flows for the six months ended June 30, 2018 and June 30, 2017.
These condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto filed with the Securities and Exchange Commission in our annual report on Form 10-K for the fiscal year ended December 31, 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
In April 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.
In June 2018, we completed an underwritten public offering in which we sold an aggregate of 2,375,000 shares of our common stock at a public offering price of $17.50 per share. We realized net proceeds of approximately $38,910 after deducting underwriting discounts and estimated offering expenses.
As of June 30, 2018, our principal sources of liquidity consisted of $46,845 of cash and cash equivalents, cash we expect to generate in the future from our business operations, and $2,839 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.
ASURE SOFTWARE, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Amounts in thousands, except share and per share data unless otherwise noted)
Management is focused on growing our existing product offering, as well as our customer base, to increase our recurring revenue. 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 do not believe there is substantial doubt regarding the Company’s ability to continue as a going concern. 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
Effective January 1, 2018, we adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-09,
Revenue from Contracts with Cu
stomers (Topic 606)
, and ASU 2015-14,
Revenue from Contracts with Customers (Topic 606): Deferral of Effective Date,
which deferred the effective date of ASU 2014-09 by one year. ASU 2014-09 (“Topic 606”) “Revenue from Contracts with Customers) supersedes the revenue recognition requirements in ASC 605,
Revenue Recognition,
and is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. It also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue, cash flows arising from customer contracts, including significant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulfill a contract. The adoption of ASU 2014-09, using the modified retrospective approach, had no significant impact on our results of operations, cash flows, or financial position. 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 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 revenue as a result of applying Topic 606.
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 are now capitalized as deferred commissions and amortized over the estimated customer life of five to ten years.
ASURE SOFTWARE, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Amounts in thousands, except share and per share data unless otherwise noted)
The impact from the adoption of Topic 606 to our consolidated balance sheet and income statement as of and for the three and six months ended June 30, 2018, are as follows:
|
|
June 30, 2018
|
|
|
Balance Using Previous
Standard
|
|
|
Increase
(Decrease)
|
|
Balance Sheet
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid expenses and other current assets
|
|
$
|
3,547
|
|
|
$
|
3,446
|
|
|
$
|
101
|
|
Total current assets before funds held for clients
|
|
|
70,429
|
|
|
|
70,328
|
|
|
|
101
|
|
Total current assets
|
|
|
119,285
|
|
|
|
119,184
|
|
|
|
101
|
|
Other assets
|
|
|
2,272
|
|
|
|
666
|
|
|
|
1,606
|
|
Total assets
|
|
$
|
288,201
|
|
|
$
|
286,494
|
|
|
$
|
1,707
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and stockholders’ equity
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated deficit
|
|
|
(281,788
|
)
|
|
|
(280,081
|
)
|
|
|
1,707
|
|
Total stockholders’ equity
|
|
|
100,086
|
|
|
|
101,793
|
|
|
|
1,707
|
|
Total liabilities and stockholders’ equity
|
|
$
|
288,201
|
|
|
$
|
286,494
|
|
|
$
|
1,707
|
|
|
|
For the Three Months Ended
June 30, 2018
|
|
|
Balance Using Previous
Standard
|
|
|
Increase
(Decrease)
|
|
Income Statement
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative
|
|
|
11,633
|
|
|
|
11,892
|
|
|
|
(259
|
)
|
Total operating expenses
|
|
|
15,185
|
|
|
|
15,444
|
|
|
|
(259
|
)
|
Gain (Loss) from operations
|
|
|
(638
|
)
|
|
|
(897
|
)
|
|
|
(259
|
)
|
Loss from operations before income tax
|
|
|
(3,360
|
)
|
|
|
(3,619
|
)
|
|
|
(259
|
)
|
Net Loss
|
|
$
|
(3,768
|
)
|
|
$
|
(4,027
|
)
|
|
$
|
(259
|
)
|
Other comprehensive loss
|
|
$
|
(4,205
|
)
|
|
$
|
(4,464
|
)
|
|
$
|
(259
|
)
|
|
|
For the Six Months Ended
June 30, 2018
|
|
|
Balance Using Previous
Standard
|
|
|
Increase
(Decrease)
|
|
Income Statement
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative
|
|
|
22,342
|
|
|
|
22,727
|
|
|
|
(385
|
)
|
Total operating expenses
|
|
|
28,914
|
|
|
|
29,299
|
|
|
|
(385
|
)
|
Gain (Loss) from operations
|
|
|
(620
|
)
|
|
|
(1,005
|
)
|
|
|
(385
|
)
|
Loss from operations before income tax
|
|
|
(5,102
|
)
|
|
|
(5,487
|
)
|
|
|
(385
|
)
|
Net Loss
|
|
$
|
(5,693
|
)
|
|
$
|
(6,078
|
)
|
|
$
|
(385
|
)
|
Other comprehensive loss
|
|
$
|
(6,127
|
)
|
|
$
|
(6,512
|
)
|
|
$
|
(385
|
)
|
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 January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business” (“ASU 2017-01”). ASU 2017-01 clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for annual periods beginning after December 15, 2017. 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 revenue as a result of applying Topic 606 for the three and six months ended June 30, 2018.
Our revenue 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. We determine standalone selling prices based on the amount that we believe the market is willing to pay determined through historical analysis of sales data as well as through use of the residual approach when we can estimate the standalone selling price for one or more, but not all, of the promised goods or services.
ASURE SOFTWARE, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Amounts in thousands, except share and per share data unless otherwise noted)
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. Revenue allocated to the SaaS/software subscription performance obligations are recognized on an output basis ratably as the service is provided over the non-cancellable term of the SaaS/subscription service and are reported as 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. Revenue allocated to hardware sold as a standard product are recognized on an output basis when title passes to the customer, typically the date we ship the hardware. Revenue allocated to hardware under a hardware-as-a-service (“HaaS”) arrangement are recognized on an output basis, recorded ratably as the service is provided over the non-cancellable term of the HaaS arrangement, typically one year. Revenue recognized from hardware devices sold to customers via either of the two above types of arrangements are reported as Hardware revenue on the Consolidated Statement of Comprehensive Loss.
Our professional services offerings typically include data migration, set up, training, and implementation services. 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 revenue on an output basis for professional services engagements billed on a time and materials basis as the service is provided. We recognize allocated revenue 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. Revenue 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. Revenue 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 revenue 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 June 30, 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.
ASURE SOFTWARE, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Amounts in thousands, except share and per share data unless otherwise noted)
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.
|
At June 30, 2018, we had $13,000 in money market funds, classified as cash equivalents.
The following table presents the fair value hierarchy for our financial assets measured at fair value on a recurring basis as of June 30, 2018 and December 31, 2017, respectively:
|
|
|
|
|
|
Fair Value Measure at June 30, 2018
|
|
|
|
Total
|
|
|
Quoted
|
|
|
Significant
|
|
|
|
|
|
|
|
Carrying
|
|
|
Prices
|
|
|
Other
|
|
|
Significant
|
|
|
|
Value at
|
|
|
in Active
|
|
|
Observable
|
|
|
Unobservable
|
|
|
|
June 30,
|
|
|
Market
|
|
|
Inputs
|
|
|
Inputs
|
|
Description
|
|
2018
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
46,845
|
|
|
$
|
46,845
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Total
|
|
$
|
46,845
|
|
|
$
|
46,845
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contingent consideration
|
|
|
489
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
489
|
|
Total
|
|
$
|
489
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
489
|
|
|
|
|
|
|
|
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
|
|
|
$
|
-
|
|
|
$
|
-
|
|
The following summarizes quantitative information about Level 3 fair value measurements.
Contingent consideration
In connection with the acquisition of all of the assets of a provider of outsourced human resources, consulting, and professional services in April 2018, we recorded contingent consideration based upon the expected achievement of certain milestone goals. We will record any changes to the fair value of contingent consideration due to changes in assumptions used in preparing the valuation model in selling, general and administrative expenses in the Consolidated Statements of Comprehensive Income (Loss).
Contingent consideration is valued using a multi-scenario discounted cash flow method. The assumptions used in preparing the discounted cash flow method include estimates for outcomes if milestone goals are achieved and the probability of achieving each outcome. Management estimates probabilities and then applies them to management’s conservative case forecast, most likely case forecast and optimistic case forecast with the various scenarios. The Company retained a third party expert to assist in determining the value of the contingent consideration as of April 1, 2018.
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 April 1, 2018, the third party expert determined the value of the contingent consideration for the acquisition was $489. The valuation of the contingent consideration was based on a Monte Carlo simulation model for fiscal 2017 to 2019. Management provided revenue projections (an unobservable input) of $3,075 (partial year), and $4,408 for fiscal 2018 (partial year) and fiscal 2019, respectively.
The following table summarizes the annual changes in our contingent consideration:
Balance at December 31, 2017
|
|
$
|
-
|
|
Contingent consideration recognized upon acquisition
|
|
|
489
|
|
Balance at June 30, 2018
|
|
$
|
489
|
|
Significant changes in any of the unobservable inputs used in the fair value measurement of contingent consideration in isolation could result in a significantly lower or higher fair value. A change in projected revenue growth rates would be accompanied by a directionally similar change in fair value.
NOTE 4 – ACQUISITIONS
2018 Acquisitions
In January 2018, we acquired all of the outstanding shares of common stock of Pay Systems of America, Inc. (“Pay Systems”), a provider of HR, payroll and employee benefits services. The aggregate consideration for the 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, 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.
In January 2018, we also completed the acquisitions of two other companies that are current resellers of our leading Human Resource Information System platform (“Evolution HCM”). We funded these two acquisitions with cash on hand, subordinated promissory notes and shares of Asure common stock.
In April 2018, we acquired all of the assets of a provider of outsourced HR, consulting, and professional services around payroll and employee benefits; and we acquired all of the share capital of a provider of a sensor-based solution that allows organizations across the world to streamline operations, create efficiencies, enhance productivity, and analyze employee engagement. We funded these acquisitions with cash (using borrowed funds under our Second Restated Credit Agreement) and subordinated promissory notes.
In April 2018, we also purchased a portfolio of customer accounts and the related contracts for payroll processing services (known as Evolution Payroll) from Wells Fargo Bank, N.A. for an aggregate purchase price of $10,450. The aggregate purchase price consisted of (i) $10,000 in cash and (ii) a subordinated promissory note (the “Evolution Payroll Note”) in the principal amount of $450. The Evolution Payroll Note bears interest at an annual rate of 2.0%, and the unpaid principal and all accrued interest under the Evolution Payroll Note is payable on April 9, 2020. To finance this transaction, we borrowed approximately $10,000 under our Second Restated Credit Agreement.
Except for the purchase of Pay Systems of America, Inc. and the Evolution Payroll portfolio, the 2018 acquisitions, individually, were not material to our results of operations, financial position, or cash flows. We have treated the purchase of the Evolution Payroll portfolio as an acquisition of assets, rather than as an acquisition of a business.
ASURE SOFTWARE, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Amounts in thousands, except share and per share data unless otherwise noted)
Purchase Price Allocation
Following is the purchase price allocation for the 2018 business 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, with the exception of the Evolution Payroll portfolio purchase, using the acquisition method of accounting and recognized assets and liabilities assumed at their fair value as of the dates of acquisitions. The $22,680 of intangible assets subject to amortization consist of $18,700 allocated to Customer Relationships, $2,100 for Developed Technology, $1,550 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 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 13.0% to 33.0%, 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 arise from 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
|
|
Pay Systems
|
|
|
Others
|
|
|
Total
|
|
Cash & cash equivalents
|
|
$
|
767
|
|
|
$
|
600
|
|
|
$
|
1,367
|
|
Accounts receivable
|
|
|
54
|
|
|
|
2,609
|
|
|
|
2,663
|
|
Fixed assets
|
|
|
121
|
|
|
|
39
|
|
|
|
160
|
|
Inventory
|
|
|
-
|
|
|
|
657
|
|
|
|
657
|
|
Other assets
|
|
|
49
|
|
|
|
1,014
|
|
|
|
1,063
|
|
Funds held for clients
|
|
|
10,976
|
|
|
|
14,050
|
|
|
|
25,026
|
|
Goodwill
|
|
|
8,871
|
|
|
|
10,373
|
|
|
|
19,244
|
|
Intangibles
|
|
|
7,240
|
|
|
|
15,440
|
|
|
|
22,680
|
|
Total assets acquired
|
|
$
|
28,078
|
|
|
$
|
44,782
|
|
|
$
|
72,860
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities assumed
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
113
|
|
|
|
1,170
|
|
|
|
1,282
|
|
Accrued other liabilities
|
|
|
951
|
|
|
|
2,983
|
|
|
|
3,935
|
|
Deferred revenue
|
|
|
-
|
|
|
|
355
|
|
|
|
355
|
|
Client fund obligations
|
|
|
11,820
|
|
|
|
14,050
|
|
|
|
25,870
|
|
Total liabilities assumed
|
|
|
12,884
|
|
|
|
18,558
|
|
|
|
31,442
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets acquired
|
|
$
|
15,194
|
|
|
$
|
26,224
|
|
|
$
|
41,418
|
|
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:
|
|
Pay Systems
|
|
|
Others
|
|
|
Total
|
|
Purchase price
|
|
$
|
15,724
|
|
|
$
|
27,950
|
|
|
$
|
43,674
|
|
Working capital adjustment
|
|
|
(469
|
)
|
|
|
210
|
|
|
|
(259
|
)
|
Adjustment to fair value of contingent liability
|
|
|
-
|
|
|
|
(1,761
|
)
|
|
|
(1,761
|
)
|
Adjustment to fair value of Asure’s stock
|
|
|
-
|
|
|
|
(104
|
)
|
|
|
(104
|
)
|
Debt discount
|
|
|
(61
|
)
|
|
|
(71
|
)
|
|
|
(132
|
)
|
Fair value of net assets acquired
|
|
$
|
15,194
|
|
|
$
|
26,224
|
|
|
$
|
41,418
|
|
The purchase of the Evolution Payroll portfolio has been accounted for as an asset acquisition under the acquisition method of accounting. The amendments in ASU 2017-01 provide a screen to determine when a set of assets and activities is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set of assets and activities is not a business. Since the acquisition was determined to be an asset acquisition, the total value of the purchase consideration is allocated to the asset acquired. Management assessed the fair value of the promissory note and cash consideration as of April 1, 2018, which was as follows:
|
|
Fair Value
|
|
Cash
|
|
$
|
10,000
|
|
Promissory note
|
|
|
450
|
|
Debt discount
|
|
|
(46
|
)
|
Total
|
|
$
|
10,404
|
|
|
|
|
|
|
Fair value of asset acquired, Customer Relationships
|
|
$
|
10,404
|
|
As an asset acquisition, we also capitalized approximately $40 of total costs incurred to complete the acquisition consisting of legal fees of approximately $30 and accounting fees of approximately $10. The total intangible asset of $10,444 is recorded in our consolidated balance sheet within Intangible Assets- Customer Relationships, and is being amortized over its estimated useful life of eight years.
Transaction costs incurred for the 2018 business acquisitions were $1,308 and $2,301 in the three and six months ended June 30, 2018, respectively, and were expensed as incurred and included in selling, general and administrative expenses.
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 and six months ended June 30, 2018 and June 30, 2017 gives effect to our 2017 and 2018 acquisitions as if we had completed them on January 1, 2017. This pro forma summary does not reflect any operating efficiencies, cost savings or revenue enhancements that we may achieve by combining operations. In addition, we have not reflected certain non-recurring expenses, such as legal expenses and other transactions expenses for the first 12 months after the acquisition, in the pro forma summary. We present this pro forma summary for informational purposes only and it is not necessarily indicative of what our actual results of operations would have been had the acquisitions taken place as of January 1, 2017, nor is it indicative of future consolidated results of operations.
|
|
FOR THE
THREE MONTHS ENDED
JUNE 30
,
2018
|
|
|
FOR THE
THREE MONTHS ENDED
JUNE 30
,
2017
|
|
Revenue
|
|
$
|
21,868
|
|
|
$
|
22,111
|
|
Net income (loss)
|
|
$
|
(2,457
|
)
|
|
$
|
(2,053
|
)
|
Net income (loss) per common share:
|
|
|
|
|
|
|
|
|
Basic and diluted
|
|
$
|
(0.19
|
)
|
|
$
|
(0.19
|
)
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
Basic and diluted
|
|
|
12,939
|
|
|
|
11,021
|
|
|
|
FOR THE SIX
MONTHS ENDED
JUNE 30,
|
|
|
FOR THE SIX
MONTHS ENDED
JUNE 30,
|
|
|
|
2018
|
|
|
2017
|
|
Revenue
|
|
$
|
43,425
|
|
|
$
|
43,983
|
|
Net income (loss)
|
|
$
|
(3,710
|
)
|
|
$
|
(2,787
|
)
|
Net income (loss) per common share:
|
|
|
|
|
|
|
|
|
Basic and diluted
|
|
$
|
(0.29
|
)
|
|
$
|
(0.26
|
)
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
Basic and diluted
|
|
$
|
12,762
|
|
|
$
|
10,658
|
|
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 acquisitions from 2011 through 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.
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 summarizes the changes in our goodwill:
Balance at December 31, 2017
|
|
$
|
77,348
|
|
Goodwill recognized upon acquisitions
|
|
|
19,244
|
|
Adjustment to Goodwill associated with acquisitions
|
|
|
297
|
|
Foreign exchange adjustment to goodwill
|
|
|
(229
|
)
|
Balance at June 30, 2018
|
|
$
|
96,660
|
|
The gross carrying amount and accumulated amortization of our intangible assets as of June 30, 2018 and December 31, 2017 are as follows:
|
|
|
|
|
|
June 30
, 2018
|
|
Intangible Assets
|
|
Weighted Average
Amortization
Period (in Years)
|
|
|
Gross
|
|
|
Accumulated
Amortization
|
|
|
Net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developed Technology
|
|
|
6.0
|
|
|
$
|
14,875
|
|
|
$
|
(5,981
|
)
|
|
$
|
8,894
|
|
Customer Relationships
|
|
|
9.1
|
|
|
|
66,218
|
|
|
|
(16,088
|
)
|
|
|
50,130
|
|
Reseller Relationships
|
|
|
7.0
|
|
|
|
853
|
|
|
|
(823
|
)
|
|
|
30
|
|
Trade Names
|
|
|
11.7
|
|
|
|
4,427
|
|
|
|
(1,041
|
)
|
|
|
3,386
|
|
Noncompete
|
|
|
5.1
|
|
|
|
1,022
|
|
|
|
(290
|
)
|
|
|
732
|
|
|
|
|
8.6
|
|
|
$
|
87,395
|
|
|
$
|
(24,223
|
)
|
|
$
|
63,172
|
|
|
|
|
|
|
|
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 June 30, 2018 and 2017 were $1,994 and $1,042, respectively, included in Operating Expenses. Amortization expenses recorded in Cost of Sales were $437 and $107 for the three months ended March 31, 2018 and 2017, respectively. Amortization expenses for the six months ended June 30, 2018 and 2017 were $3,591 and $1,889 included in Operating Expenses, and $734 and $213, respectively, included in Cost of Sales.
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 summarizes the future estimated amortization expense relating to our intangible assets as of June 30, 2018:
Calendar Years
|
|
|
|
|
2018 (July to December)
|
|
$
|
4,793
|
|
2019
|
|
|
8,936
|
|
2020
|
|
|
8,101
|
|
2021
|
|
|
7,635
|
|
2022
|
|
|
7,308
|
|
2023
|
|
|
6,107
|
|
Thereafter
|
|
|
19,307
|
|
Total
|
|
$
|
62,187
|
|
Developed Technology not yet in service
|
|
|
985
|
|
Net Intangible Assets
|
|
$
|
63,172
|
|
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
June 30,
2018
|
|
|
Balance as of
December 31, 2017
|
|
Subordinated Notes Payable- acquisitions
|
|
1/1/2019 – 5/25/2022
|
|
|
2.00% - 3.50%
|
|
|
|
10,507
|
|
|
|
9,847
|
|
Term Loan – Wells Fargo Syndicate Partner
|
|
5/25/2022
|
|
|
10.55%
|
|
|
|
52,369
|
|
|
|
34,125
|
|
Term Loan - Wells Fargo
|
|
5/25/2022
|
|
|
5.55%
|
|
|
|
52,369
|
|
|
|
34,125
|
|
Total Notes Payable
|
|
|
|
|
|
$
|
115,245
|
|
|
$
|
78,097
|
|
Short-term notes payable
|
|
|
|
|
|
$
|
5,312
|
|
|
$
|
8,895
|
|
Long-term notes payable
|
|
|
|
|
|
$
|
109,933
|
|
|
$
|
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
June 30,
2018
|
|
|
Debt Issuance Costs and
Debt Discount
|
|
|
Net Notes Payable at
June 30,
2018
|
|
Notes payable, current portion
|
|
$
|
5,312
|
|
|
$
|
(116
|
)
|
|
$
|
5,196
|
|
Notes payable, net of current portion
|
|
|
109,933
|
|
|
|
(3,513
|
)
|
|
|
106,420
|
|
Total Notes Payable
|
|
$
|
115,245
|
|
|
$
|
(3,629
|
)
|
|
$
|
111,616
|
|
Notes Payable
|
|
Gross Notes Payable at
December 31, 2017
|
|
|
Debt Issuance Costs
and
Debt Discount
|
|
|
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
|
|
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 summarizes the future principal payments related to our outstanding debt:
Year Ended
|
|
Gross Amount
|
|
December 31, 2018 (July to December)
|
|
$
|
895
|
|
December 31, 2019
|
|
|
6,779
|
|
December 31, 2020
|
|
|
6,050
|
|
December 31, 2021
|
|
|
4,889
|
|
December 31, 2022
|
|
|
96,632
|
|
Gross Notes Payable
|
|
$
|
115,245
|
|
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.
Second Amended and Restated Credit Agreement
In March 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 2017.
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
|
ASURE SOFTWARE, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Amounts in thousands, except share and per share data unless otherwise noted)
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 1.25:1 at March 31, 2018 and each quarter-end thereafter; and
|
●
|
removes the TTM recurring revenue covenant.
|
As of June 30, 2018 and December 31, 2017, $2,161 and $0 was outstanding and $2,839 and $5,000, respectively, were available for borrowing under the revolver.
As of June 30, 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 $583, were $15,872 at June 30, 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 $2,565 and $636 at June 30, 2018 and December 31, 2017, respectively. The amount of amortization recognized in the period was $396.
Deferred Revenue
Revenue of $3,290 was recognized during the three months ended June 30, 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 June 30, 2018, approximately $25,494 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.
ASURE SOFTWARE, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Amounts in thousands, except share and per share data unless otherwise noted)
NOTE 8 – SHARE BASED COMPENSATION
In May 2018, our stockholders approved the Asure Software, Inc. 2018 Incentive Award Plan (the “2018 Plan”). The 2018 Plan is intended to replace our 2009 Plan. The 2018 Plan supersedes and replaces 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.
The number of shares available for issuance under the 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. We have 1,394,246 options granted and outstanding and 356,608 shares available for grant pursuant to the 2018 Plan as of June 30, 2018.
Share based compensation for our stock option plans for the three months ended June 30, 2018 and June 30, 2017 were $329 and $171, respectively, and $523 and $225 for the six months ended June 30, 2018 and 2017, respectively. We issued 26,000 shares of common stock related to exercises of stock options for the three months ended June 30, 2018 and 29,000 for the three months ended June 30, 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
|
|
|
(434
|
)
|
|
|
(434
|
)
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
|
|
—
|
|
|
|
—
|
|
Net current-period other comprehensive loss
|
|
|
(434
|
)
|
|
|
(434
|
)
|
Ending balance, June 30, 2018
|
|
$
|
(497
|
)
|
|
$
|
(497
|
)
|
The following table presents the tax benefit (expense) allocated to each component of other comprehensive income (loss):
|
|
Three Months Ended June 30, 2018
|
|
|
|
Before Tax
|
|
|
Tax Benefit
|
|
|
Net of Tax
|
|
Foreign currency translation adjustments
|
|
$
|
(437
|
)
|
|
$
|
—
|
|
|
$
|
(437
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive loss
|
|
$
|
(437
|
)
|
|
$
|
—
|
|
|
$
|
(437
|
)
|
|
|
Six Months Ended June 30, 2018
|
|
|
|
Before Tax
|
|
|
Tax Benefit
|
|
|
Net of Tax
|
|
Foreign currency translation adjustments
|
|
$
|
(434
|
)
|
|
$
|
—
|
|
|
$
|
(434
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive loss
|
|
$
|
(434
|
)
|
|
$
|
—
|
|
|
$
|
(434
|
)
|
ASURE SOFTWARE, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Amounts in thousands, except share and per share data unless otherwise noted)
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 1,394,000 shares for the three and six months ended June 30, 2018, and 857,000 shares for the six months ended June 30, 2017 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 and six months ended June 30, 2018 and June 30, 2017:
|
|
For the Three Months
|
|
|
For the Six Months
|
|
|
|
Ended June 30,
|
|
|
Ended June 30,
|
|
|
|
201
8
|
|
|
2017
|
|
|
2018
|
|
|
2017
|
|
Net income (loss)
|
|
$
|
(3,768
|
)
|
|
$
|
(1,837
|
)
|
|
$
|
(5,693
|
)
|
|
$
|
(2,896
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares of common stock outstanding
|
|
|
12,939,000
|
|
|
|
9,980,000
|
|
|
|
12,762,000
|
|
|
|
9,307,000
|
|
Dilutive effect of employee stock options
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Weighted average shares for diluted net income (loss) per share
|
|
|
12,939,000
|
|
|
|
9,980,000
|
|
|
|
12,762,000
|
|
|
|
9,307,000
|
|
Basic net income (loss) per share
|
|
$
|
(0.29
|
)
|
|
$
|
(0.18
|
)
|
|
$
|
(0.45
|
)
|
|
$
|
(0.31
|
)
|
Diluted net income (loss) per share
|
|
$
|
(0.29
|
)
|
|
$
|
(0.18
|
)
|
|
$
|
(0.45
|
)
|
|
$
|
(0.31
|
)
|
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 June 30, 2018, and events which occurred subsequent to June 30, 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:
In July 2018, we acquired all of the capital stock of USA Payrolls Inc. (“USA Payroll”), a payroll processing company based in Rochester, New York and a licensee of our Evolution software. We issued 225,089 unregistered shares of our common stock in partial payment for the purchase price of the shares we acquired from the shareholders of USA Payroll. The shares were valued at $3,600 based on a volume weighted average of the closing prices of our common stock during a 90-day period.