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DOCUMENT AND ENTITY INFORMATION - shares	3 Months Ended
DOCUMENT AND ENTITY INFORMATION - shares	Mar. 31, 2019	May 08, 2019
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		15,404,865
Amendment Flag	false
Entity Central Index Key	0000884144
Entity Filer Category	Accelerated Filer
Document Period End Date	Mar. 31, 2019
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q1
Entity Small Business	true
Entity Emerging Growth Company	false

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Current assets:
Cash and cash equivalents	$ 16,591	$ 15,444
Accounts receivable, net of allowance for doubtful accounts of $1,150 and $1,467 at March 31, 2019 and December 31, 2018, respectively	14,377	16,028
Inventory	4,121	3,117
Prepaid expenses and other current assets	3,638	3,120
Total current assets before funds held for clients	38,727	37,709
Funds held for clients	123,810	122,206
Total current assets	162,537	159,915
Property and equipment, net	10,078	8,948
Goodwill	116,277	111,387
Intangible assets, net	78,812	76,760
Other assets, net	12,397	4,090
Total assets	380,101	361,100
Current liabilities:
Current portion of notes payable	5,714	4,733
Revolving line of credit	283	0
Accounts payable	5,694	3,662
Accrued compensation and benefits	3,343	2,824
Other accrued liabilities	3,981	2,234
Deferred revenue	11,357	11,849
Total current liabilities before client fund obligations	30,372	25,302
Client fund obligations	124,672	123,170
Total current liabilities	155,044	148,472
Long-term liabilities:
Deferred revenue	782	876
Deferred tax liability	1,782	1,566
Notes payable, net of current portion and debt issuance cost	114,331	107,229
Other liabilities	7,105	439
Total long-term liabilities	124,000	110,110
Total liabilities	279,044	258,582
Commitments
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 22,000 shares authorized; 15,789 and 15,666 shares issued, 15,405 and 15,282 shares outstanding at March 31, 2019 and December 31, 2018, respectively	158	157
Treasury stock at cost, 384 shares at March 31, 2019 and December 31, 2018	(5,017)	(5,017)
Additional paid-in capital	393,092	391,927
Accumulated deficit	(286,537)	(283,643)
Accumulated other comprehensive loss	(639)	(906)
Total stockholders’ equity	101,057	102,518
Total liabilities and stockholders’ equity	$ 380,101	$ 361,100

CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Allowance for doubtful accounts receivable (current)	$ 1,150	$ 1,467
Preferred stock (in dollars per share)	$ 0.01	$ 0.01
Preferred stock shares authorized (in shares)	1,500,000	1,500,000
Preferred stock shares issued (in shares)	0	0
Preferred stock shares outstanding (in shares)	0	0
Common stock (in dollars per share)	$ 0.01	$ 0.01
Common stock shares authorized (in shares)	22,000,000	22,000,000
Common stock shares issued (in shares)	15,789,000	15,666,000
Common stock shares outstanding (in shares)	15,405,000	15,282,000
Treasury stock (in shares)	384,000	384,000

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Revenue:
Revenues	$ 26,760	$ 19,304
Cost of Sales	8,698	5,557
Gross profit	18,062	13,747
Operating expenses:
Selling, general and administrative	12,766	10,709
Research and development	2,351	1,423
Amortization of intangible assets	2,781	1,597
Total operating expenses	17,898	13,729
Income from operations	164	18
Other income (expense)
Interest expense and other	(2,754)	(1,760)
Total other expense, net	(2,754)	(1,760)
Loss before income taxes	(2,590)	(1,742)
Income tax expense	304	183
Net loss	(2,894)	(1,925)
Other comprehensive income:
Unrealized loss on marketable securities	(52)	0
Foreign currency translation gain	319	3
Comprehensive loss	$ (2,627)	$ (1,922)
Basic and diluted net loss per share
Basic (in dollars per share)	$ (0.19)	$ (0.15)
Diluted (in dollars per share)	$ (0.19)	$ (0.15)
Weighted average basic and diluted shares
Basic (in shares)	15,405	12,583
Diluted (in shares)	15,405	12,583
Recurring
Revenue:
Revenues	$ 23,561	$ 17,485
Professional services, hardware and other
Revenue:
Revenues	$ 3,199	$ 1,819

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Treasury Stock	Additional Paid-in Capital	Accumulated Deficit	Other Comprehensive Income (Loss)
Retrospective adoption of Topic 606	$ 1,502				$ 1,502
Beginning balance (in shares) at Dec. 31, 2017		12,492
Beginning balance at Dec. 31, 2017	63,774	$ 129	$ (5,017)	$ 346,322	(277,597)	$ (63)
Stock issued upon acquisition, net of offering costs (in shares)		92
Stock issued upon acquisition, net of offering costs	1,125	$ 1		1,124
Share based compensation	194			194
Net loss	(1,925)				(1,925)
Other comprehensive income	3					3
Ending balance (in shares) at Mar. 31, 2018		12,584
Ending balance at Mar. 31, 2018	64,673	$ 130	(5,017)	347,640	(278,020)	(60)
Beginning balance (in shares) at Dec. 31, 2018		15,282
Beginning balance at Dec. 31, 2018	102,518	$ 157	(5,017)	391,927	(283,643)	(906)
Stock issued upon acquisition, net of offering costs (in shares)		123
Stock issued upon acquisition, net of offering costs	555	$ 1		554
Share based compensation	611			611
Net loss	(2,894)				(2,894)
Other comprehensive income	267					267
Ending balance (in shares) at Mar. 31, 2019		15,405
Ending balance at Mar. 31, 2019	$ 101,057	$ 158	$ (5,017)	$ 393,092	$ (286,537)	$ (639)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References + Details

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Cash flows from operating activities:
Net loss	$ (2,894)	$ (1,925)
Adjustments to reconcile net loss to net cash provided by (used in) operations:
Depreciation and amortization	3,993	2,018
Amortization of debt financing costs and discount	419	246
Provision for doubtful accounts	(318)	76
Provision for (recovery of) deferred income taxes	216	214
Share-based compensation	611	194
Loss on disposals of fixed assets	6	0
Changes in operating assets and liabilities:
Accounts receivable	1,676	(535)
Inventory	(925)	(229)
Prepaid expenses and other assets	(580)	(2,182)
Accounts payable	2,052	666
Accrued expenses and other long-term obligations	614	1,826
Deferred revenue	(623)	(1,265)
Net cash provided by (used in) operating activities	4,247	(896)
Cash flows from investing activities:
Acquisitions net of cash acquired	(7,495)	(37,253)
Purchases of property and equipment	(926)	(566)
Software capitalization costs	(1,027)	(828)
Net change in funds held for clients	12,761	576
Net cash provided by (used in) investing activities	3,313	(38,071)
Cash flows from financing activities:
Proceeds from notes payable	8,000	36,750
Payments on notes payable	(687)	0
Proceeds from revolving line of credit	283	2,379
Debt financing fees	(1,102)	(1,577)
Payments on capital leases	(34)	0
Net change in client fund obligations	(12,862)	(576)
Net cash provided by (used in) financing activities	(6,402)	36,976
Effect of foreign exchange rates	(11)	7
Net increase (decrease) in cash and cash equivalents	1,147	(1,984)
Cash and cash equivalents at beginning of period	15,444	27,792
Cash and cash equivalents at end of period	16,591	25,808
Cash paid for:
Interest	2,304	1,529
Income taxes	0	0
Non-cash Investing and Financing Activities:
Subordinated notes payable –acquisitions	2,000	3,942
Equity issued in connection with acquisitions	$ 555	$ 1,125

THE COMPANY AND BASIS OF PRESENTATION	3 Months Ended
THE COMPANY AND BASIS OF PRESENTATION	Mar. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
The Company and Basis of Presentation	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 Workspace Management, offering intuitive and innovative cloud-based solutions designed to help organizations of all sizes and complexities build companies of the future. Our cloud platform enables 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, California, Florida, Massachusetts, Michigan, Nebraska, New York, North Carolina, Oregon, Tennessee, Vermont, Washington, and the United Kingdom. Effective January 1, 2019, we acquired all of the equity interests of Payroll Maxx LLC, a payroll processing company based in Omaha, Nebraska and a licensee of our Evolution software. We have prepared the accompanying unaudited condensed consolidated financial statements in accordance with the rules and regulations of the Securities and Exchange Commission and accordingly, they do not include all information and footnotes required under U.S. generally accepted accounting principles ("U.S. GAAP") for complete financial statements. Certain reclassifications were made to conform to the current period presentation in the condensed consolidated statements of comprehensive loss. These reclassifications include a change in the presentation of revenues. In the opinion of management, these interim financial statements contain all adjustments, consisting of normal, recurring adjustments, necessary for a fair presentation of our financial position as of March 31, 2019, the results of operations for the three months ended March 31, 2019 and March 31, 2018, and our statement of changes in stockholders' equity and cash flows for the three months ended March 31, 2019 and March 31, 2018. 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, 2018. The results for the interim periods are not necessarily indicative of results for a full fiscal year.

SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
SIGNIFICANT ACCOUNTING POLICIES	Mar. 31, 2019
Accounting Policies [Abstract]
Significant Accounting Policies	SIGNIFICANT ACCOUNTING POLICIES USE OF ESTIMATES Preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are subjective in nature and involve judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at fiscal year end and the reported amounts of revenues and expenses during the reporting period. The more significant estimates made by management include the valuation allowance for the gross deferred tax assets, useful lives of fixed assets, the determination of the fair value of its long-lived assets, and the fair value of assets acquired and liabilities assumed during acquisitions. We base our estimates on historical experience and on various other assumptions the Company management believes reasonable under the given circumstances. These estimates could be materially different under different conditions and assumptions. Additionally, the actual amounts could differ from the estimates made. Management periodically evaluates estimates used in the preparation of the consolidated financial statements for continued reasonableness. We make appropriate adjustments, if any, to the estimates used prospectively based upon such periodic evaluation. RECENT ACCOUNTING PRONOUNCEMENTS Recently Adopted Standards In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 ("ROU") asset representing its right to use the underlying asset for the lease term. Additional qualitative and quantitative disclosures are also required. We adopted the standard on January 1, 2019, utilizing the cumulative-effect adjustment transition method, which applies the provisions of the standard at the effective date without adjusting the comparative periods presented. Upon adoption, we did not record an adjustment to our beginning accumulated deficit. In addition, we adopted the following additional practical expedients available for implementation: •An entity need not reassess whether any existing or expired contracts are or contain leases; •An entity need not reassess lease classification for any existing or expired leases; and •An entity need not reassess initial direct costs for any existing leases. The standard did not materially impact operating results or liquidity. We recognized lease liabilities of approximately $8,900 on January 1, 2019. A right-of-use asset of approximately $8,200 was recognized based on the lease liability, adjusted for the reclassification of deferred rent and lease incentive of approximately $680. The standard has no impact on the timing or classification of our cash flows as reported in the Condensed Consolidated Statement of Cash Flows. Our accounting for finance leases remained substantially unchanged. Disclosures related to this standard are included in Note 7, Leases. 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. We adopted the standard effective January 1, 2019. 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 The FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820). The new guidance modifies disclosure requirements related to fair value measurement. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Implementation on a prospective or retrospective basis varies by specific disclosure requirement. Early adoption is permitted. The standard also allows for early adoption of any removed or modified disclosures upon issuance of this ASU while delaying adoption of the additional disclosures until their effective date. We plan to adopt this standard at the effective date and do not expect any material impact from adoption. The FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40). The new guidance reduces complexity for the accounting for costs of implementing a cloud computing service arrangement and aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). For public companies, the amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. Implementation should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The effects of this standard on our financial position, results of operations or cash flows are not expected to be material. LEASES At the commencement date of a lease, we recognize a liability to make lease payments and an asset representing the right to use the underlying asset during the lease term. The lease liability is measured at the present value of lease payments over the lease term. As our leases typically do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date taking into consideration necessary adjustments for collateral, depending on the facts and circumstances of the lessee and the leased asset, and term to match the lease term. The ROU asset is measured at cost, which includes the initial measurement of the lease liability and initial direct costs incurred by the Company and excludes lease incentives. Lease liabilities are recorded in other current liabilities and other non-current liabilities. ROU assets are recorded in other assets, net. Lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Operating lease costs are recognized on a straight-line basis over the lease term. Lease agreements that contain both lease and non-lease components are generally accounted for separately. 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, 2019, we were not party to any pending legal proceedings.

INVESTMENTS AND FAIR VALUE MEASUREMENTS

3 Months Ended

Mar. 31, 2019

Fair Value Disclosures [Abstract]

Investments and Fair Value Measurements

INVESTMENTS AND FAIR VALUE MEASUREMENTS

As of March 31, 2019 and December 31, 2018, $4,490 and $4,256, respectively, of Funds Held for Clients were invested in short-term available-for-sale securities consisting of government and commercial bonds, including mortgage backed securities. As of March 31, 2019 and December 31, 2018, we also had $29,859 and $0, respectively, of Funds Held for Clients invested in money market funds. At March 31, 2019 and December 31, 2018, we also had $13,932 and $8,111, respectively, in money market funds, classified as cash equivalents.

Investments classified as short-term available-for-sale consisted of the following:



	Amortized Cost		Gross Unrealized Gains ⁽¹⁾		Gross Unrealized Losses ⁽¹⁾			Aggregate Estimated Fair Value
March 31, 2019:
Corporate debt securities -Funds Held for Clients ⁽²⁾	$	4,542	$	34	$	(86	)	$	4,490
December 31, 2018:
Corporate debt securities -Funds Held for Clients ⁽²⁾	$	4,334	$	21	$	(99	)	$	4,256

(1)

Unrealized gains and losses on available-for-sale securities are included as a component of comprehensive loss. At March 31, 2019 and December 31, 2018, there were 26 securities in an unrealized gain position and there were 32 securities in an unrealized loss position. As of March 31, 2019 and December 31, 2018, these unrealized losses were less than $25 individually and $52 and $78 in the aggregate, respectively. These securities have not been in a continuous unrealized gain or loss position for more than 12 months. The Company does not intend to sell these investments and it is not more likely than not that the Company will be required to sell these investments before recovery of their amortized cost basis, which may be at maturity. The Company reviews its investments to identify and evaluate investments that have an indication of possible other-than-temporary impairment. Factors considered in determining whether a loss is other-than-temporary include the length of time and extent to which fair value has been less than the cost basis, the financial condition and near-term prospects of the investee, and the Company’s intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value.


(2)	At March 31, 2019 and December 31, 2018, none of these securities were classified as cash and cash equivalents on the Company’s balance sheet.

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, 2019 and December 31, 2018, respectively:



			Fair Value Measure at March 31, 2019
	Total Carrying Value at March 31, 2019		Quoted Prices in Active Market (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)




Assets:
Cash equivalents:
Money market funds	$	13,932	$	13,932	$	—	$	—
Funds held for clients
Money market funds	29,859		29,859		—		—
Short-term available-for-sale securities	4,490		—		4,490		—
Total	$	48,281	$	43,791	$	4,490	$	—



			Fair Value Measure at December 31, 2018
	Total Carrying Value at December 31, 2019		Quoted Prices in Active Market (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)




Assets:
Cash equivalents:
Money market funds	$	8,111	$	8,111	$	—	$	—
Funds held for clients
Money market funds	—		—		—		—
Short-term available-for-sale securities	4,256		—		4,256		—
Total	$	12,367	$	8,111	$	4,256	$	—

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

GOODWILL AND OTHER INTANGIBLE ASSETS

3 Months Ended

Mar. 31, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

GOODWILL AND OTHER INTANGIBLE ASSETS

The following table summarizes the changes in our goodwill:



Balance at December 31, 2018	$	111,387
Goodwill recognized upon acquisition of Payroll Maxx	4,826
Adjustment to goodwill associated with acquisitions	4
Foreign exchange adjustment to goodwill	60
Balance at March 31, 2019	$	116,277

There has been no impairment of goodwill for the periods presented.

The gross carrying amount and accumulated amortization of our intangible assets as of March 31, 2019 and December 31, 2018 are as follows:



		March 31, 2019
Intangible Assets	Weighted Average Amortization Period (in Years)	Gross		Accumulated Amortization			Net

Developed Technology	6.0	$	14,850	$	(7,687	)	$	7,163
Customer Relationships	8.8	90,187		(23,018		)	67,169
Reseller Relationships	7.0	853		(853		)	0
Trade Names	12.0	5,330		(1,351		)	3,979
Noncompete Agreements	5.2	1,032		(531		)	501
	8.5	$	112,252	$	(33,440	)	$	78,812



		December 31, 2018
Intangible Assets	Weighted Average Amortization Period (in Years)	Gross		Accumulated Amortization			Net

Developed Technology	6.0	$	14,805	$	(7,065	)	$	7,740
Customer Relationships	8.5	85,094		(20,601		)	64,493
Reseller Relationships	7.0	853		(853		)	—
Trade Names	12.2	5,187		(1,241		)	3,946
Noncompete Agreements	5.2	1,032		(451		)	581
	8.3	$	106,971	$	(30,211	)	$	76,760

We record amortization expenses using the straight-line method over the estimated useful lives of the intangible assets, as noted above. Amortization expenses recorded in Operating Expenses were $2,781 and $1,597, for the three months ended March 31, 2019 and 2018, respectively. Amortization expenses recorded in Cost of Sales were $437 and $297 for the three months ended March 31, 2019 and 2018, respectively.

The following table summarizes the future estimated amortization expense relating to our intangible assets as of March 31, 2019:



Calendar Years
2019 (April to December)	$	9,126
2020	11,506
2021	11,015
2022	10,386
2023	9,155
2024	8,832
Thereafter	18,792
	$	78,812

NOTES PAYABLE

3 Months Ended

Mar. 31, 2019

Debt Disclosure [Abstract]

Notes Payable

NOTES PAYABLE

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



	Maturity	Stated Interest Rate		Balance as of March 31, 2019		Balance as of December 31, 2018
Subordinated Notes Payable- acquisitions	5/25/2019 – 7/1/2021	2.00% - 3.50%		$	12,204	$	10,964
Term Loan – Wells Fargo Syndicate Partner	5/25/2022	10.74	%	55,965		52,106
Term Loan - Wells Fargo	5/25/2022	5.74	%	55,965		52,106
Total Notes Payable				124,134		115,176
Short-term notes payable				6,927		5,864
Long-term notes payable				$	117,207	$	109,312

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



Notes Payable	Gross Notes Payable at March 31, 2019		Debt Issuance Costs and Debt Discount			Net Notes Payable at March 31, 2019
Notes payable, current portion	$	6,927	$	(1,213	)	$	5,714
Notes payable, net of current portion	117,207		(2,876		)	114,331
Total Notes Payable	$	124,134	$	(4,089	)	$	120,045



Notes Payable	Gross Notes Payable at December 31, 2018		Debt Issuance Costs			Net Notes Payable at December 31, 2018
Notes payable, current portion	$	5,864	$	(1,131	)	$	4,733
Notes payable, net of current portion	109,312		(2,083		)	107,229
Total Notes Payable	$	115,176	$	(3,214	)	$	111,962

The following table summarizes the future principal payments related to our outstanding debt as of March 31, 2019:



Year Ended	Gross Amount
December 31, 2019 (April to December)	$	4,986
December 31, 2020	5,248
December 31, 2021	10,163
December 31, 2022	103,737
Gross Notes Payable	$	124,134

Term Loan - Wells Fargo

In March 2014, we entered into a credit agreement (the “Credit Agreement”) with Wells Fargo, as administrative agent, and the lenders that are party thereto. The Credit Agreement contains customary events of default, including, among others, payment defaults, covenant defaults, judgment defaults, bankruptcy and insolvency events, cross defaults to certain indebtedness, incorrect representations or warranties, and change of control. In some cases, the defaults are subject to customary notice and grace period provisions. In March 2014 and in connection with the Credit Agreement, we and our wholly-owned active subsidiaries entered into a Guaranty and Security Agreement with Wells Fargo Bank. Under the Guaranty and Security Agreement, we and each of our wholly-owned active subsidiaries have guaranteed all obligations under the Credit Agreement and granted a security interest in substantially all of our and our subsidiaries’ assets.

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, 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; (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. 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:


•	amended our leverage ratio covenant


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


•	removed the TTM recurring revenue covenant.

In January 2019, we entered into a Consent and Amendment No. 2 to the Second Restated Credit Agreement (the “Consent and Amendment No. 2”), with Wells Fargo Bank, National Association and Goldman Sachs Specialty Lending Holdings, Inc. Under the terms and conditions of the Consent and Amendment No. 2, the agent and required lenders consented to our acquisition of Payroll Maxx LLC as a “permitted acquisition” and we borrowed a delayed draw term loan in the aggregate amount of $8,000. The Consent and Amendment No. 2 also amends, among other things, our leverage ratio covenant to increase the maximum ratio to 6.00:1 at March 31, 2019, June 30, 2019 and September 30, 2019 and then stepping down each quarter-end thereafter through December 31, 2020.

As of March 31, 2019 and December 31, 2018 , $283 and $0 was outstanding and $4,717 and $5,000, respectively, was available for borrowing under the revolver.

As of March 31, 2019, we were in compliance with all financial covenants and all payments remain current. We expect to be in compliance with our debt agreements and related covenants over the next twelve months.

CONTRACTS WITH CUSTOMERS AND REVENUE CONCENTRATION	3 Months Ended
CONTRACTS WITH CUSTOMERS AND REVENUE CONCENTRATION	Mar. 31, 2019
Revenue from Contract with Customer [Abstract]
Contracts with Customers and Revenue Concentration	CONTRACTS WITH CUSTOMERS AND REVENUE CONCENTRATION Receivables Receivables from contracts with customers, net of allowance for doubtful accounts of $1,150 were $13,235 at March 31, 2019. Receivables from contracts with customers, net of allowance for doubtful accounts of $1,467, were $14,291 at December 31, 2018. Deferred Commissions Deferred commission costs from contracts with customers were $4,009 and $3,675 at March 31, 2019 and December 31, 2018, respectively and are included in other assets on the accompanying condensed consolidated balance sheet. The amount of amortization recognized for the three months ended March 31, 2019 was $345. Deferred Revenue Revenue of $5,161 was recognized during the three months ended March 31, 2019 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, 2019, approximately $52,622 of revenue is expected to be recognized from remaining performance obligations. We expect to recognize revenue on approximately 58% of these remaining performance obligations over the next 12 months, with the balance recognized thereafter. Revenue Concentration During the three months ended March 31, 2019 and March 31, 2018, there were no customers who individually represented 10% or more of consolidated revenue.

LEASES

3 Months Ended

Mar. 31, 2019

Leases [Abstract]

LEASES

We have entered into eighteen office space lease agreements, which qualify as operating leases under the Topic 842. Under such leases, the lessors receive annual minimum (base) rent. The leases have original terms (excluding extension options) ranging from one to ten years. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

We record base rent expense under the straight-line method over the term of the lease. In the accompanying condensed consolidated statements of comprehensive loss, rent expense is included in operating expenses under Selling, general and administrative expenses. Total straight line rent expense and deprecation of the ROU asset for the three months ended March 31, 2019 was $665.

As of March 31, 2019, we had lease liabilities of $8,864, of which $1,759 are classified as other current accrued liabilities, and ROU assets of $8,182, which are included in other assets on the accompanying condensed consolidated balance sheet. The current and non-current portions of the lease liabilities are included in other accrued liabilities and other liabilities, respectively, on the accompanying condensed consolidated balance sheet. For purposes of calculating the ROU assets and lease liabilities for such leases, extension options are not included in the lease term unless it is reasonably certain we will exercise the option, or the lessor has the sole ability to exercise the option. Our incremental borrowing rate of 9.00% is estimated to approximate our interest rate on a collateralized basis with similar terms and payments, using a portfolio approach. The weighted average remaining lease term of leases with a lease liability as of March 31, 2019 is 3.0 years (excluding extension options).

Future minimum commitments over the life of all operating leases, which exclude variable rent payments, are as follows:



	Total Operating Leases
2019 (remainder)	$	2,485
2020	2,167
2021	1,962
2022	1,417
2023	711
Thereafter	2,977
Total minimum lease payments	11,719
Less imputed interest	(2,855		)
Total lease liabilities	$	8,864

SHARE BASED COMPENSATION	3 Months Ended
SHARE BASED COMPENSATION	Mar. 31, 2019
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Share Based Compensation	SHARE BASED COMPENSATION We have one active equity plan, the 2018 Incentive Award Plan (the “2018 Plan”). The 2018 Plan, approved by our shareholders, replaced our 2009 Equity Incentive Plan, as amended (the “2009 Plan”), however, the terms and conditions of the 2009 Plan will continue to govern any outstanding awards previously granted under the 2009 Plan. The number of shares available for issuance under the 2018 Plan is equal to the sum of (i) 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 1,630,074 options granted and outstanding and 48,739 shares available for grant pursuant to the 2018 Plan as of March 31, 2019. Subject to stockholder approval at our annual stockholders' meeting on May 29, 2019, our board of directors approved an amendment to the 2018 Plan to increase the number of shares of our common stock authorized for issuance under the 2018 Plan by 600,000, or from 750,000 to 1,350,000 shares. Share based compensation for our stock option plans for the three months ended March 31, 2019 and March 31, 2018 were $611 and $194, respectively. No shares of common stock were issued related to exercises of stock options for the three months ended March 31, 2019 and for the three months ended March 31, 2018, respectively.

OTHER COMPREHENSIVE LOSS

3 Months Ended

Mar. 31, 2019

Equity [Abstract]

Other Comprehensive Loss

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			Total Accumulated Other Comprehensive Loss Items
Beginning balance, December 31, 2018	$	(828	)	$	(78	)	$	(906	)
Foreign currency translation gains	319			—			319
Unrealized losses on marketable securities	—			(52		)	(52		)
Net current-period other comprehensive loss	319			(52		)	267
Ending balance, March 31, 2019	$	(509	)	$	(130	)	$	(639	)

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



	Three Months Ended March 31, 2019
	Before Tax			Tax Benefit		Net of Tax
Foreign currency translation adjustments	$	319		$	—	$	319
Unrealized loss on marketable securities	(52		)	—		$	(52	)
Other comprehensive loss	$	267		$	—	$	267

NET LOSS PER SHARE

3 Months Ended

Mar. 31, 2019

Earnings Per Share [Abstract]

Net Loss per Share

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 1,630,000 and 1,010,000 shares for the three months ended March 31, 2019 and March 31, 2018, 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, 2019 and March 31, 2018:



	Three Months Ended March 31, 2019			Three Months Ended March 31, 2018
Net loss	$	(2,894	)	$	(1,925	)
Weighted-average shares of common stock outstanding	15,405,000			12,583,000
Basic and diluted net loss per share	$	(0.19	)	$	(0.15	)

SUBSEQUENT EVENTS	3 Months Ended
SUBSEQUENT EVENTS	Mar. 31, 2019
Subsequent Events [Abstract]
Subsequent Events	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, 2019, and events which occurred subsequent to March 31, 2019 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.

SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
SIGNIFICANT ACCOUNTING POLICIES (Policies)	Mar. 31, 2019
Accounting Policies [Abstract]
Use of Estimates	USE OF ESTIMATES Preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are subjective in nature and involve judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at fiscal year end and the reported amounts of revenues and expenses during the reporting period. The more significant estimates made by management include the valuation allowance for the gross deferred tax assets, useful lives of fixed assets, the determination of the fair value of its long-lived assets, and the fair value of assets acquired and liabilities assumed during acquisitions. We base our estimates on historical experience and on various other assumptions the Company management believes reasonable under the given circumstances. These estimates could be materially different under different conditions and assumptions. Additionally, the actual amounts could differ from the estimates made. Management periodically evaluates estimates used in the preparation of the consolidated financial statements for continued reasonableness. We make appropriate adjustments, if any, to the estimates used prospectively based upon such periodic evaluation.
Recent Accounting Pronouncements	RECENT ACCOUNTING PRONOUNCEMENTS Recently Adopted Standards In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 ("ROU") asset representing its right to use the underlying asset for the lease term. Additional qualitative and quantitative disclosures are also required. We adopted the standard on January 1, 2019, utilizing the cumulative-effect adjustment transition method, which applies the provisions of the standard at the effective date without adjusting the comparative periods presented. Upon adoption, we did not record an adjustment to our beginning accumulated deficit. In addition, we adopted the following additional practical expedients available for implementation: •An entity need not reassess whether any existing or expired contracts are or contain leases; •An entity need not reassess lease classification for any existing or expired leases; and •An entity need not reassess initial direct costs for any existing leases. The standard did not materially impact operating results or liquidity. We recognized lease liabilities of approximately $8,900 on January 1, 2019. A right-of-use asset of approximately $8,200 was recognized based on the lease liability, adjusted for the reclassification of deferred rent and lease incentive of approximately $680. The standard has no impact on the timing or classification of our cash flows as reported in the Condensed Consolidated Statement of Cash Flows. Our accounting for finance leases remained substantially unchanged. Disclosures related to this standard are included in Note 7, Leases. 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. We adopted the standard effective January 1, 2019. 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 The FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820). The new guidance modifies disclosure requirements related to fair value measurement. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Implementation on a prospective or retrospective basis varies by specific disclosure requirement. Early adoption is permitted. The standard also allows for early adoption of any removed or modified disclosures upon issuance of this ASU while delaying adoption of the additional disclosures until their effective date. We plan to adopt this standard at the effective date and do not expect any material impact from adoption. The FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40). The new guidance reduces complexity for the accounting for costs of implementing a cloud computing service arrangement and aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). For public companies, the amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. Implementation should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The effects of this standard on our financial position, results of operations or cash flows are not expected to be material.
Leases	LEASES At the commencement date of a lease, we recognize a liability to make lease payments and an asset representing the right to use the underlying asset during the lease term. The lease liability is measured at the present value of lease payments over the lease term. As our leases typically do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date taking into consideration necessary adjustments for collateral, depending on the facts and circumstances of the lessee and the leased asset, and term to match the lease term. The ROU asset is measured at cost, which includes the initial measurement of the lease liability and initial direct costs incurred by the Company and excludes lease incentives. Lease liabilities are recorded in other current liabilities and other non-current liabilities. ROU assets are recorded in other assets, net. Lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Operating lease costs are recognized on a straight-line basis over the lease term. Lease agreements that contain both lease and non-lease components are generally accounted for separately.
Contingencies	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, 2019, we were not party to any pending legal proceedings.

INVESTMENTS AND FAIR VALUE MEASUREMENTS (Tables)

3 Months Ended

Mar. 31, 2019

Fair Value Disclosures [Abstract]

Available-for-Sale Securities

Investments classified as short-term available-for-sale consisted of the following:



	Amortized Cost		Gross Unrealized Gains ⁽¹⁾		Gross Unrealized Losses ⁽¹⁾			Aggregate Estimated Fair Value
March 31, 2019:
Corporate debt securities -Funds Held for Clients ⁽²⁾	$	4,542	$	34	$	(86	)	$	4,490
December 31, 2018:
Corporate debt securities -Funds Held for Clients ⁽²⁾	$	4,334	$	21	$	(99	)	$	4,256

(1)


(2)	At March 31, 2019 and December 31, 2018, none of these securities were classified as cash and cash equivalents on the Company’s balance sheet.

Fair Value Hierarchy for Financial Assets

The following table presents the fair value hierarchy for our financial assets measured at fair value on a recurring basis as of March 31, 2019 and December 31, 2018, respectively:



			Fair Value Measure at March 31, 2019
	Total Carrying Value at March 31, 2019		Quoted Prices in Active Market (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)




Assets:
Cash equivalents:
Money market funds	$	13,932	$	13,932	$	—	$	—
Funds held for clients
Money market funds	29,859		29,859		—		—
Short-term available-for-sale securities	4,490		—		4,490		—
Total	$	48,281	$	43,791	$	4,490	$	—



			Fair Value Measure at December 31, 2018
	Total Carrying Value at December 31, 2019		Quoted Prices in Active Market (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)




Assets:
Cash equivalents:
Money market funds	$	8,111	$	8,111	$	—	$	—
Funds held for clients
Money market funds	—		—		—		—
Short-term available-for-sale securities	4,256		—		4,256		—
Total	$	12,367	$	8,111	$	4,256	$	—

GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)

3 Months Ended

Mar. 31, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

The following table summarizes the changes in our goodwill:



Balance at December 31, 2018	$	111,387
Goodwill recognized upon acquisition of Payroll Maxx	4,826
Adjustment to goodwill associated with acquisitions	4
Foreign exchange adjustment to goodwill	60
Balance at March 31, 2019	$	116,277

Schedule of Finite-Lived Intangible Assets

The gross carrying amount and accumulated amortization of our intangible assets as of March 31, 2019 and December 31, 2018 are as follows:



		March 31, 2019
Intangible Assets	Weighted Average Amortization Period (in Years)	Gross		Accumulated Amortization			Net

Developed Technology	6.0	$	14,850	$	(7,687	)	$	7,163
Customer Relationships	8.8	90,187		(23,018		)	67,169
Reseller Relationships	7.0	853		(853		)	0
Trade Names	12.0	5,330		(1,351		)	3,979
Noncompete Agreements	5.2	1,032		(531		)	501
	8.5	$	112,252	$	(33,440	)	$	78,812



		December 31, 2018
Intangible Assets	Weighted Average Amortization Period (in Years)	Gross		Accumulated Amortization			Net

Developed Technology	6.0	$	14,805	$	(7,065	)	$	7,740
Customer Relationships	8.5	85,094		(20,601		)	64,493
Reseller Relationships	7.0	853		(853		)	—
Trade Names	12.2	5,187		(1,241		)	3,946
Noncompete Agreements	5.2	1,032		(451		)	581
	8.3	$	106,971	$	(30,211	)	$	76,760

Schedule of Future Estimated Amortization Expense

The following table summarizes the future estimated amortization expense relating to our intangible assets as of March 31, 2019:



Calendar Years
2019 (April to December)	$	9,126
2020	11,506
2021	11,015
2022	10,386
2023	9,155
2024	8,832
Thereafter	18,792
	$	78,812

NOTES PAYABLE (Tables)

3 Months Ended

Mar. 31, 2019

Debt Disclosure [Abstract]

Schedule of Debt

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



	Maturity	Stated Interest Rate		Balance as of March 31, 2019		Balance as of December 31, 2018
Subordinated Notes Payable- acquisitions	5/25/2019 – 7/1/2021	2.00% - 3.50%		$	12,204	$	10,964
Term Loan – Wells Fargo Syndicate Partner	5/25/2022	10.74	%	55,965		52,106
Term Loan - Wells Fargo	5/25/2022	5.74	%	55,965		52,106
Total Notes Payable				124,134		115,176
Short-term notes payable				6,927		5,864
Long-term notes payable				$	117,207	$	109,312

Schedule of Debt And Debt Issuance Costs

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



Notes Payable	Gross Notes Payable at March 31, 2019		Debt Issuance Costs and Debt Discount			Net Notes Payable at March 31, 2019
Notes payable, current portion	$	6,927	$	(1,213	)	$	5,714
Notes payable, net of current portion	117,207		(2,876		)	114,331
Total Notes Payable	$	124,134	$	(4,089	)	$	120,045



Notes Payable	Gross Notes Payable at December 31, 2018		Debt Issuance Costs			Net Notes Payable at December 31, 2018
Notes payable, current portion	$	5,864	$	(1,131	)	$	4,733
Notes payable, net of current portion	109,312		(2,083		)	107,229
Total Notes Payable	$	115,176	$	(3,214	)	$	111,962

Schedule of Maturities of Long-term Debt

The following table summarizes the future principal payments related to our outstanding debt as of March 31, 2019:



Year Ended	Gross Amount
December 31, 2019 (April to December)	$	4,986
December 31, 2020	5,248
December 31, 2021	10,163
December 31, 2022	103,737
Gross Notes Payable	$	124,134

Schedule of Long-term Debt Instruments

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

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI http://asc.fasb.org/extlink&oid=75038535&loc=d3e64711-112823

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-Topic 505
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-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21475-112644

+ Details

LEASES (Tables)

3 Months Ended

Mar. 31, 2019

Leases [Abstract]

Future minimum commitments of operating leases

Future minimum commitments over the life of all operating leases, which exclude variable rent payments, are as follows:



	Total Operating Leases
2019 (remainder)	$	2,485
2020	2,167
2021	1,962
2022	1,417
2023	711
Thereafter	2,977
Total minimum lease payments	11,719
Less imputed interest	(2,855		)
Total lease liabilities	$	8,864

OTHER COMPREHENSIVE LOSS (Tables)

3 Months Ended

Mar. 31, 2019

Equity [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss)

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			Total Accumulated Other Comprehensive Loss Items
Beginning balance, December 31, 2018	$	(828	)	$	(78	)	$	(906	)
Foreign currency translation gains	319			—			319
Unrealized losses on marketable securities	—			(52		)	(52		)
Net current-period other comprehensive loss	319			(52		)	267
Ending balance, March 31, 2019	$	(509	)	$	(130	)	$	(639	)

Schedule of Comprehensive Income (Loss)

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



	Three Months Ended March 31, 2019
	Before Tax			Tax Benefit		Net of Tax
Foreign currency translation adjustments	$	319		$	—	$	319
Unrealized loss on marketable securities	(52		)	—		$	(52	)
Other comprehensive loss	$	267		$	—	$	267

NET LOSS PER SHARE (Tables)

3 Months Ended

Mar. 31, 2019

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Net Income (Loss) per Share

The following table sets forth the computation of basic and diluted net income (loss) per common share for the three months ended March 31, 2019 and March 31, 2018:



	Three Months Ended March 31, 2019			Three Months Ended March 31, 2018
Net loss	$	(2,894	)	$	(1,925	)
Weighted-average shares of common stock outstanding	15,405,000			12,583,000
Basic and diluted net loss per share	$	(0.19	)	$	(0.15	)

SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Jan. 01, 2019
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Lease liabilities	$ 8,864
Right-of-use asset	$ 8,182
Accounting Standards Update 2016-02
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Lease liabilities		$ 8,900
Right-of-use asset		8,200
Reclassification of deferred rent and lease incentive		$ 680

INVESTMENTS AND FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Funds Held for Clients
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities	$ 4,490	$ 4,256
Money market funds	29,859	0
Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market funds	$ 13,932	$ 8,111

INVESTMENTS AND FAIR VALUE MEASUREMENTS - Schedule of Available-for-sale Securities (Details) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2019 USD ($) security	Dec. 31, 2018 USD ($) security
Debt Securities, Available-for-sale [Line Items]
Available-for-sale securities in unrealized gain positions \| security	26	26
Available-for-sales securities in unrealized loss positions \| security	32	32
Unrealized losses	$ 52	$ 78
Unrealized losses individually
Debt Securities, Available-for-sale [Line Items]
Unrealized losses	25	25
Corporate debt securities -Funds Held for Clients
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	4,542	4,334
Gross Unrealized Gains	34	21
Gross Unrealized Losses	(86)	(99)
Aggregate Estimated Fair Value	$ 4,490	$ 4,256

INVESTMENTS AND FAIR VALUE MEASUREMENTS - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Assets:
Total	$ 48,281	$ 12,367
Quoted Prices in Active Market (Level 1)
Assets:
Total	43,791	8,111
Significant Other Observable Inputs (Level 2)
Assets:
Total	4,490	4,256
Significant Unobservable Inputs (Level 3)
Assets:
Total	0	0
Fair Value, Measurements, Recurring \| Money market funds
Assets:
Money market funds	13,932	8,111
Fair Value, Measurements, Recurring \| Money market funds \| Quoted Prices in Active Market (Level 1)
Assets:
Money market funds	13,932	8,111
Fair Value, Measurements, Recurring \| Money market funds \| Significant Other Observable Inputs (Level 2)
Assets:
Money market funds	0	0
Fair Value, Measurements, Recurring \| Money market funds \| Significant Unobservable Inputs (Level 3)
Assets:
Money market funds	0	0
Money market funds \| Fair Value, Measurements, Recurring
Assets:
Short-term available-for-sale securities	29,859	0
Money market funds \| Fair Value, Measurements, Recurring \| Quoted Prices in Active Market (Level 1)
Assets:
Short-term available-for-sale securities	29,859	0
Money market funds \| Fair Value, Measurements, Recurring \| Significant Other Observable Inputs (Level 2)
Assets:
Short-term available-for-sale securities	0	0
Money market funds \| Fair Value, Measurements, Recurring \| Significant Unobservable Inputs (Level 3)
Assets:
Short-term available-for-sale securities	0	0
Short-term available-for-sale securities \| Fair Value, Measurements, Recurring
Assets:
Short-term available-for-sale securities	4,490	4,256
Short-term available-for-sale securities \| Fair Value, Measurements, Recurring \| Quoted Prices in Active Market (Level 1)
Assets:
Short-term available-for-sale securities	0	0
Short-term available-for-sale securities \| Fair Value, Measurements, Recurring \| Significant Other Observable Inputs (Level 2)
Assets:
Short-term available-for-sale securities	4,490	4,256
Short-term available-for-sale securities \| Fair Value, Measurements, Recurring \| Significant Unobservable Inputs (Level 3)
Assets:
Short-term available-for-sale securities	$ 0	$ 0

GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Goodwill (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill beginning balance	$ 111,387
Goodwill recognized upon acquisition of Payroll Maxx	4,826
Adjustment to goodwill associated with acquisitions	4
Foreign exchange adjustment to goodwill	60
Goodwill ending balance	$ 116,277

GOODWILL AND OTHER INTANGIBLE ASSETS - Narrative (Details) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill impairment	$ 0	$ 0
Amortization of intangible assets	2,781,000	1,597,000
Cost of sales amortization expenses	$ 437,000	$ 297,000

GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Finite-Lived Intangible Assets [Line Items]
Weighted Average Amortization Period (in Years)	8 years 6 months	8 years 3 months 18 days
Gross	$ 112,252	$ 106,971
Accumulated Amortization	(33,440)	(30,211)
Total	$ 78,812	$ 76,760
Developed Technology
Finite-Lived Intangible Assets [Line Items]
Weighted Average Amortization Period (in Years)	6 years	6 years
Gross	$ 14,850	$ 14,805
Accumulated Amortization	(7,687)	(7,065)
Total	$ 7,163	$ 7,740
Customer Relationships
Finite-Lived Intangible Assets [Line Items]
Weighted Average Amortization Period (in Years)	8 years 9 months	8 years 6 months
Gross	$ 90,187	$ 85,094
Accumulated Amortization	(23,018)	(20,601)
Total	$ 67,169	$ 64,493
Reseller Relationships
Finite-Lived Intangible Assets [Line Items]
Weighted Average Amortization Period (in Years)	7 years	7 years
Gross	$ 853	$ 853
Accumulated Amortization	(853)	(853)
Total	$ 0	$ 0
Trade Names
Finite-Lived Intangible Assets [Line Items]
Weighted Average Amortization Period (in Years)	12 years	12 years 2 months 12 days
Gross	$ 5,330	$ 5,187
Accumulated Amortization	(1,351)	(1,241)
Total	$ 3,979	$ 3,946
Noncompete Agreements
Finite-Lived Intangible Assets [Line Items]
Weighted Average Amortization Period (in Years)	5 years 2 months	5 years 2 months 12 days
Gross	$ 1,032	$ 1,032
Accumulated Amortization	(531)	(451)
Total	$ 501	$ 581

GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Expected Amortization Expense (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
2019 (April to December)	$ 9,126
2020	11,506
2021	11,015
2022	10,386
2023	9,155
2024	8,832
Thereafter	18,792
Total	$ 78,812	$ 76,760

NOTES PAYABLE - Schedule of Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Debt Instrument [Line Items]
Total notes payable	$ 124,134	$ 115,176
Short-term notes payable	6,927	5,864
Long-term notes payable	117,207	109,312
Subordinated Notes Payable- acquisitions
Debt Instrument [Line Items]
Total notes payable	$ 12,204	10,964
Subordinated Notes Payable- acquisitions \| Minimum
Debt Instrument [Line Items]
Stated Interest Rate	2.00%
Subordinated Notes Payable- acquisitions \| Maximum
Debt Instrument [Line Items]
Stated Interest Rate	3.50%
Notes Payable to Banks
Debt Instrument [Line Items]
Total notes payable	$ 124,134	115,176
Short-term notes payable	6,927	5,864
Long-term notes payable	$ 117,207	109,312
Notes Payable to Banks \| Term Loan – Wells Fargo Syndicate Partner
Debt Instrument [Line Items]
Stated Interest Rate	10.74%
Total notes payable	$ 55,965	52,106
Notes Payable to Banks \| Term Loan - Wells Fargo
Debt Instrument [Line Items]
Stated Interest Rate	5.74%
Total notes payable	$ 55,965	$ 52,106

NOTES PAYABLE - Schedule of Debt And Debt Issuance Costs (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Debt Disclosure [Abstract]
Notes payable, current portion	$ 6,927	$ 5,864
Debt issuance costs and debt discount current portion	(1,213)	(1,131)
Net notes payable, current portion	5,714	4,733
Notes payable, net of current portion	117,207	109,312
Debt issuance costs and debt discount net of current portion	(2,876)	(2,083)
Notes payable, net of current portion	114,331	107,229
Total notes payable	124,134	115,176
Total debt issuance costs and debt discount	(4,089)	(3,214)
Total notes payable	$ 120,045	$ 111,962

NOTES PAYABLE - Schedule of Maturities of Long-term Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Long-term Debt, Fiscal Year Maturity [Abstract]
December 31, 2019 (April to December)	$ 4,986
December 31, 2020	5,248
December 31, 2021	10,163
December 31, 2022	103,737
Total notes payable	$ 124,134	$ 115,176

NOTES PAYABLE - Narrative (Details)	1 Months Ended
NOTES PAYABLE - Narrative (Details)	Jan. 31, 2019 USD ($)	Mar. 31, 2018 USD ($)	Mar. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)
Notes Payable (Details) [Line Items]
Long-term line of credit			$ 283,000	$ 0
Remaining borrowing capacity			$ 4,717,000	$ 5,000,000
Periodic Payment One
Notes Payable (Details) [Line Items]
Periodic payment		$ 263,000
Periodic payment, additional fee		0.25%
Periodic Payment Two
Notes Payable (Details) [Line Items]
Periodic payment		$ 656,000
Periodic payment, additional fee		0.625%
Periodic Payment Three
Notes Payable (Details) [Line Items]
Periodic payment		$ 1,313,000
Periodic payment, additional fee		1.25%
Revolving Credit Facility \| Leverage Ratio Period One \| Second Restated Credit Agreement
Notes Payable (Details) [Line Items]
Fixed charge coverage ratio, not less than		1.25
Revolving Credit Facility \| Leverage Ratio Period Two \| Consent And Amendment No. 2
Notes Payable (Details) [Line Items]
Leverage ratio	6.00
Revolving Credit Facility \| Revolving Credit Facility \| Second Restated Credit Agreement
Notes Payable (Details) [Line Items]
Maximum borrowing capacity		$ 175,000,000
Accordion feature		40,000,000
Revolving Credit Facility \| Revolving Credit Facility \| Consent And Amendment No. 2
Notes Payable (Details) [Line Items]
Maximum borrowing capacity	$ 8,000,000
Revolving Credit Facility \| Medium-term Notes \| Second Restated Credit Agreement
Notes Payable (Details) [Line Items]
Maximum borrowing capacity		105,000,000
Revolving Credit Facility \| Medium-term Notes \| Second Restated Credit Agreement Delayed Draw Term Loan
Notes Payable (Details) [Line Items]
Maximum borrowing capacity		25,000,000
Revolving Credit Facility \| Line of Credit \| Second Restated Credit Agreement
Notes Payable (Details) [Line Items]
Maximum borrowing capacity		$ 5,000,000

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

CONTRACTS WITH CUSTOMERS AND REVENUE CONCENTRATION (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Revenue from Contract with Customer [Abstract]
Allowance for doubtful accounts	$ 1,150	$ 1,467
Receivables from contracts with customers, net of allowance for doubtful accounts	13,235	14,291
Deferred sales commission	4,009	$ 3,675
Amortization of deferred sales commissions	345
Deferred revenue	5,161
Expected remaining performance obligation revenue	$ 52,622
Expected remaining performance obligation revenue in percentage	58.00%
Expected timing of satisfaction period	12 months

LEASES - Narrative (Details) $ in Thousands	3 Months Ended
LEASES - Narrative (Details) $ in Thousands	Mar. 31, 2019 USD ($) agreement
Lessee, Lease, Description [Line Items]
Office space lease agreements \| agreement	18
Operating rent expense	$ 665
Lease liabilities	8,864
Current operating lease liability	1,759
Right-of-use asset	$ 8,182
Incremental borrowing rate	9.00%
Weighted average remaining lease term for operating lease	3 years
Minimum
Lessee, Lease, Description [Line Items]
Operating lease, term of contract	1 year
Maximum
Lessee, Lease, Description [Line Items]
Operating lease, term of contract	10 years

LEASES - Future minimum commitments of operating leases (Details) $ in Thousands	Mar. 31, 2019 USD ($)
Leases [Abstract]
2019 (remainder)	$ 2,485
2020	2,167
2021	1,962
2022	1,417
2023	711
Thereafter	2,977
Total minimum lease payments	11,719
Less imputed interest	(2,855)
Total lease liabilities	$ 8,864

SHARE BASED COMPENSATION (Details) - USD ($) $ in Thousands		3 Months Ended
SHARE BASED COMPENSATION (Details) - USD ($) $ in Thousands	May 29, 2019	Mar. 31, 2019	Mar. 31, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for issuance (in shares)		750,000
Options granted and outstanding (in shares)		1,630,074
Shares available for grant (in shares)		48,739
Share-based compensation		$ 611	$ 194
Stock issued upon option exercise (in shares)		0	0
Subsequent event \| Scenario forecast
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for issuance (in shares)	1,350,000
Increase in number of shares authorized (in shares)	600,000

OTHER COMPREHENSIVE LOSS - Schedule of accumulated other comprehensive income (loss) (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019 USD ($)
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance	$ 102,518
Net current-period other comprehensive loss	267
Ending balance	101,057
Foreign currency translation gains
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance	(828)
Net current-period other comprehensive loss	319
Ending balance	(509)
Unrealized losses on marketable securities
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance	(78)
Net current-period other comprehensive loss	(52)
Ending balance	(130)
Total Accumulated Other Comprehensive Loss Items
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance	(906)
Ending balance	$ (639)

OTHER COMPREHENSIVE LOSS - Comprehensive income (loss) (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019 USD ($)
Accumulated Other Comprehensive Income (Loss) [Line Items]
Before Tax	$ 267
Tax Benefit	0
Net of Tax	267
Foreign currency translation adjustments
Accumulated Other Comprehensive Income (Loss) [Line Items]
Before Tax	319
Tax Benefit	0
Net of Tax	319
Unrealized loss on marketable securities
Accumulated Other Comprehensive Income (Loss) [Line Items]
Before Tax	(52)
Tax Benefit	0
Net of Tax	$ (52)

NET LOSS PER SHARE - Narrative (Details) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Earnings Per Share [Abstract]
Antidilutive securities excluded from computation of earnings per share (in shares)	1,630	1,010

NET LOSS PER SHARE - Components of earnings per share, basic and diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Earnings Per Share [Abstract]
Net loss	$ (2,894)	$ (1,925)
Weighted-average shares of common stock outstanding (in shares)	15,405	12,583
Basic and diluted net loss per share (in dollars per share)	$ (0.19)	$ (0.15)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References + Details