0001628280-21-004536 | 10-K | XBRL Viewer

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Document And Entity Information - USD ($)	12 Months Ended
Document And Entity Information - USD ($)	Dec. 31, 2020	Mar. 08, 2021	Jun. 30, 2020
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2020
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	0-20008
Entity Registrant Name	ASURE SOFTWARE, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	74-2415696
Entity Address, Address Line One	3700 N Capital of TX Hwy
Entity Address, Address Line Two	Suite 350
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78746
City Area Code	512
Local Phone Number	437-2700
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	false
Entity Shell Company	false
Entity Public Float			$ 93,670,575
Entity Common Stock, Shares Outstanding		19,016,972
Documents Incorporated by Reference	Portions of the registrant’s definitive Proxy Statement relating to its 2021 Annual Meeting of Shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. Such Proxy Statement, or an amendment to this report containing the Items comprising Part III, will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.
Amendment Flag	false
Entity Central Index Key	0000884144
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Common Stock, $0.01 par value
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	ASUR
Security Exchange Name	NASDAQ
Series A Junior Participating Preferred Share Purchase Rights
Document Information [Line Items]
Title of 12(b) Security	Series A Junior Participating Preferred Share Purchase Rights
No Trading Symbol Flag	true

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Current assets:
Cash and cash equivalents	$ 28,577	$ 28,826
Accounts and note receivable, net of allowance for doubtful accounts of $771 and $904 at December 31, 2020 and December 31, 2019, respectively	4,852	4,808
Inventory	449	656
Prepaid expenses and other current assets	3,284	8,551
Total current assets before funds held for clients	37,162	42,841
Funds held for clients	321,069	126,625
Total current assets	358,231	169,466
Property and equipment, net	8,281	7,867
Goodwill	73,958	68,697
Intangible assets, net	64,552	63,850
Operating lease assets, net	6,450	6,963
Other assets	3,951	3,224
Total assets	515,423	320,067
Current liabilities:
Current portion of notes payable	12,310	2,571
Accounts payable	1,288	1,736
Accrued compensation and benefits	2,916	3,424
Operating lease liabilities, current	1,833	1,575
Other accrued liabilities	1,380	6,556
Contingent purchase obligation	3,880	0
Deferred revenue	5,838	5,500
Total current liabilities before client fund obligations	29,445	21,362
Client fund obligations	320,578	130,250
Total current liabilities	350,023	151,612
Long-term liabilities:
Deferred revenue	111	322
Deferred tax liability	888	336
Notes payable, net of current portion and debt issuance cost	12,225	24,142
Operating lease liabilities, noncurrent	5,366	5,937
Other liabilities	1,157	139
Total long-term liabilities	19,747	30,876
Total liabilities	369,770	182,488
Commitments and Contingencies (Notes 2 and 15)
Stockholders’ equity:
Preferred stock, $.01 par value; 1,500 shares authorized; none issued or outstanding	0	0
Common stock, $.01 par value; 44,000 and 22,000 shares authorized; 19,354 and 16,098 shares issued, 18,970 and 15,714 shares outstanding at December 31, 2020 and December 31, 2019, respectively	193	161
Treasury stock at cost, 384 shares at December 31, 2020 and December 31, 2019	(5,017)	(5,017)
Additional paid-in capital	419,827	396,102
Accumulated deficit	(269,954)	(253,642)
Accumulated other comprehensive loss	604	(25)
Total stockholders’ equity	145,653	137,579
Total liabilities and stockholders’ equity	$ 515,423	$ 320,067

CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
Allowance for doubtful accounts (in Dollars)	$ 771	$ 904
Preferred stock par value (in Dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized	1,500,000	1,500,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in Dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	44,000,000	22,000,000
Common stock, shares issued	19,354,000	16,098,000
Common stock, shares outstanding	18,970,000	15,714,000
Treasury stock, shares	384,000	384,000

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Revenue
Total revenue	$ 65,507	$ 73,150
Cost of sales	27,414	29,836
Gross profit	38,093	43,314
Operating expenses
Selling, general and administrative	36,340	41,535
Research and development	5,959	5,351
Amortization of intangible assets	9,547	11,765
Impairment of goodwill	0	35,060
Total operating expenses	51,846	93,711
Loss from operations	(13,753)	(50,397)
Interest expense and other, net	(2,221)	(16,005)
Loss from continuing operations before income taxes	(15,974)	(66,402)
Income tax expense (benefit)	337	(24,111)
Loss from continuing operations	(16,311)	(42,291)
Discontinued operations (Note 12)
Gain on disposal of discontinued operations	0	94,293
Income from operations of discontinued operations	0	3,498
Income tax expense	0	(25,499)
Gain on discontinued operations, net of taxes	0	72,292
Net income (loss)	(16,311)	30,001
Other comprehensive income (loss):
Change in unrealized gain on available for sale securities	629	6
Foreign currency translation loss	0	(597)
Comprehensive income (loss)	$ (15,682)	$ 29,410
Basic and diluted loss per share from continuing operations
Basic (in Dollars per share)	$ (1.03)	$ (2.73)
Diluted (in Dollars per share)	(1.03)	(2.73)
Basic and diluted net income (loss) per share
Basic (in Dollars per share)	(1.03)	1.93
Diluted (in Dollars per share)	$ (1.03)	$ 1.93
Weighted average basic and diluted shares
Basic (in Shares)	15,910,000	15,511,000
Diluted (in Shares)	15,910,000	15,511,000
Recurring
Revenue
Total revenue	$ 63,315	$ 70,066
Professional services, hardware and other
Revenue
Total revenue	$ 2,192	$ 3,084

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Common Stock	Treasury Stock	Additional Paid- in Capital	Accumulated Deficit	Accumulated Other Comprehensive Loss
BALANCE (in shares) at Dec. 31, 2018		15,282,000
BALANCE at Dec. 31, 2018	$ 102,518	$ 157	$ (5,017)	$ 391,927	$ (283,643)	$ (906)
Stock issued upon option exercise and vesting of restricted stock units (in shares)		204,000
Stock issued upon option exercise and vesting of restricted stock units	848	$ 2		846
Share based compensation	2,268			2,268
Stock issued under the employee stock purchase plan (in shares)		105,000
Stock issued under the employee stock purchase plan	508	$ 1		507
Stock issued upon acquisition (in shares)		123,000
Stock issued upon acquisition	555	$ 1		554
Net income (loss)	30,001				30,001
Disposal of discontinued operations	1,472					1,472
Other comprehensive income	(591)					(591)
BALANCE (in shares) at Dec. 31, 2019		15,714,000
BALANCE at Dec. 31, 2019	$ 137,579	$ 161	(5,017)	396,102	(253,642)	(25)
Stock issued upon option exercise and vesting of restricted stock units (in shares)	130,000	207,000
Stock issued upon option exercise and vesting of restricted stock units	$ 729	$ 2		727
Share based compensation	2,365			2,365
Stock issued under the employee stock purchase plan (in shares)		59,000
Stock issued under the employee stock purchase plan	292			292
Shares issued, net of issuance cost (in shares)		2,990,000
Shares issued, net of issuance costs	20,371	$ 30		20,341
Net income (loss)	(16,311)				(16,311)
Other comprehensive income	629					629
BALANCE (in shares) at Dec. 31, 2020		18,970,000
BALANCE at Dec. 31, 2020	$ 145,654	$ 193	$ (5,017)	$ 419,827	$ (269,953)	$ 604

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Cash flows from operating activities:
Net income (loss)	$ (16,311)	$ 30,001
Adjustments to reconcile net income (loss) to net cash used in operations:
Depreciation and amortization	16,169	18,165
Impairment of goodwill	0	35,060
Amortization of debt financing costs and discount	395	1,462
Provision for doubtful accounts	372	446
Provision (benefit) from deferred income taxes	551	(1,193)
Loss (gain) on extinguishment of debt	(138)	2,808
Gain on sale of discontinued operations	0	(94,293)
Share-based compensation	2,365	2,268
Loss on disposals of fixed assets	59	62
Change in fair value of contingent purchase consideration	1,135	0
Changes in operating assets and liabilities:
Accounts receivable	1,118	(1,446)
Inventory	11	(1,581)
Prepaid expenses and other assets	(911)	(3,113)
Accounts payable	(448)	(3,174)
Accrued expenses and other long-term obligations	(4,596)	5,649
Operating lease liabilities	(1,606)	(900)
Deferred revenue	128	5,662
Net cash used in operating activities	(1,707)	(4,117)
Cash flows from investing activities:
Proceeds from sale of discontinued operations	0	118,206
Acquisitions, net of cash acquired	(13,141)	(7,443)
Purchases of property and equipment	(857)	(1,017)
Software capitalization costs	(2,780)	(3,824)
Net change in funds held for clients	(184,356)	(20,290)
Net cash provided by (used in) investing activities	(201,134)	85,632
Cash flows from financing activities:
Proceeds from notes payable	8,856	28,636
Payments of notes payable	(12,234)	(118,421)
Proceeds from revolving line of credit	0	10,231
Payments of revolving line of credit	0	(10,312)
Debt financing fees	(245)	(1,539)
Payments of finance leases	0	(102)
Net proceeds from issuance of common stock	21,392	820
Net change in client fund obligations	184,823	22,669
Net cash provided by (used in) financing activities	202,592	(68,018)
Effect of foreign exchange rates	0	(115)
Net increase (decrease) in cash and cash equivalents	(249)	13,382
Cash and cash equivalents at beginning of period	28,826	15,444
Cash and cash equivalents at end of period	28,577	28,826
Cash paid for:
Interest	1,029	8,897
Income taxes	3,662	126
Non-cash Investing and Financing Activities:
Notes issued in connection with acquisition	1,177	0
Contingent purchase consideration	2,745	0
Equity issued in connection with acquisitions	$ 0	$ 555

THE COMPANY	12 Months Ended
THE COMPANY	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
The Company	THE COMPANY Asure Software, Inc., (“Asure”, the “Company”, “we” and “our”), a Delaware corporation, is a leading provider of cloud-based Human Capital Management (“HCM”) software solutions and, until its divestiture in December 2019, Workspace Management software solutions. We help small and mid-sized companies grow by helping them build better teams with skills that get them to the next level, stay compliant with ever changing federal, state, and local tax jurisdictions and labor laws, and better allocate cash so they can spend their financial capital on growing their business rather than back-office overhead expenses. Asure’s Human Capital Management suite, named Asure HCM, includes cloud-based Payroll & Tax, HR, and Time & Attendance software as well as HR Services ranging from HR projects to completely outsourcing payroll and HR staff. We also offer these products and services through our network of reseller partners. Our platform vision is to help clients grow their business and become the most trusted HCM resource to entrepreneurs everywhere. Our product strategy is driven by three primary challenges that prevent businesses from growing: HR complexity, allocation of both human and financial capital, and the ability to build great teams. The Asure HCM suite includes four product lines: Asure Payroll&Tax, Asure HR, Asure Time&Attendance, and Asure HRServices. We develop, market, sell and support our offerings nationwide through our principal office in Austin, Texas and from our processing hubs in California, Tennessee, Nebraska, New York, Florida, Vermont, and Washington. In December 2020, we completed an underwritten public offering of 2,990,000 shares of our common stock at a public offering price of $7.25. We realized gross proceeds of approximately $21,700 before deducting underwriting discounts and estimated offering expenses. Following this offering, we have approximately $111,760 available under our shelf registration statement on Form S-3. In July 2020, we acquired certain assets of a payroll tax business. The initial purchase price for the assets was $4,250, which we paid for in cash at closing. The seller will be paid additional consideration for the assets based on the trailing twelve-month revenue from the acquired assets at each of April 30, 2021 and October 31, 2021. Subject to any disagreement as to the calculation of the contingent purchase consideration, payments for contingent purchase consideration, if any, will be made by May 30, 2021 and December 30, 2021. In December 2019, we completed the sale of the assets of our Workspace Management business for an aggregate purchase price of approximately $121,500 in cash. We used the proceeds to pay down debt owed to our senior lender. In July 2020, we finalized our working capital adjustment and received escrow funds of $1,687. For further information regarding the transaction, see Note 12 to the accompanying consolidated financial statements.

SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
SIGNIFICANT ACCOUNTING POLICIES	Dec. 31, 2020
Accounting Policies [Abstract]
SIGNIFICANT ACCOUNTING POLICIES	SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION We have prepared our consolidated financial statements in accordance with U.S. generally accepted accounting principles and have included the accounts of our wholly owned subsidiaries. We have eliminated all significant intercompany transactions and balances in consolidation. SEGMENTS The chief operating decision maker is Asure’s Chief Executive Officer who reviews financial information presented on a company-wide basis. Accordingly, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 280, we determined that the Company has a single reporting segment and operating unit structure. USE OF ESTIMATES Preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles 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's 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. 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 December 31, 2020, we were not party to any pending legal proceedings. SIGNIFICANT RISKS AND UNCERTAINTIES The COVID-19 pandemic has resulted in a global economic slowdown and disruptions that have and could continue to negatively impact our business. The pandemic and numerous measures implemented to contain the virus such as business shutdowns, shelter-in-place orders and travel bans and restrictions have caused businesses, especially small and medium sized businesses some of whom are our customers, to reduce headcount or cease operations as customer demand decreased. Given the economic slowdown and other risks and uncertainties associated with the pandemic, we expect that our business, financial condition, results of operations and growth prospects will be adversely affected in the future. Our business is impacted by employment levels as we have contracts that charge clients on a per-employee basis. In addition, the conditions caused by the COVID-19 pandemic could adversely affect our customers’ ability or willingness to purchase our offerings, delay prospective customers’ purchasing decisions, delay the provisioning of our offerings, lengthen payment terms, reduce the value or duration of customer subscription contracts, or affect attrition rates, all of which could adversely affect our future sales, operating results and overall financial performance. The duration and extent of the impact from the COVID-19 pandemic depends on future developments that cannot be accurately predicted at this time, such as the severity and transmission rate of the virus, the extent and effectiveness of containment actions and the impact of these and other factors on our employees, customers, partners and vendors. If we are not able to respond to and manage the impact of such events effectively, our business will be harmed. RECLASSIFICATION Certain amounts in the prior period financial statements have been reclassified to conform to the presentation of the current period financial statements. These reclassifications had no effect on the previously reported net income. 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. INVESTMENTS Available-for-sale securities are carried at fair value, with the unrealized gains and losses reported in accumulated other comprehensive income (loss). The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. The amortization of premiums and accretion of discounts is included in interest income. Realized gains and losses and declines in value judged to be other-than-temporary, if any, on available-for-sale securities are included in other income (expense). The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as available-for-sale are included in interest income. FUNDS HELD FOR CLIENTS Funds held for clients represent assets that are held for the purposes of satisfying the obligations to remit funds relating to the Company’s payroll and payroll tax filing services and are classified as client fund obligations on our consolidated balance sheets. Funds held for clients are held in demand deposit or brokerage accounts at financial institutions and are classified as a current asset on our consolidated balance sheets. Client fund obligations represent the Company’s contractual obligations to remit funds to satisfy clients’ payroll and tax payment obligations and are recorded on the consolidated balance sheets at the time that the Company impounds funds from clients. The client fund obligations represent liabilities that will be repaid within one year of the balance sheet date. The Company has reported client fund obligations as a current liability on the consolidated balance sheets. As part of the previously identified material weakness which we have subsequently remediated, the Company recovered approximately $4,290 in funds and insurance proceeds. The Company recognized $3,961 of these funds as receivables in other assets on the consolidated balance sheets at December 31, 2019 with an offsetting liability in client fund obligations. The Company collected the full $4,290 during the first quarter of 2020 and has since disbursed $482 of these funds resulting in a segregated $3,808 in funds held for clients with an offsetting liability in client fund obligations at December 31, 2020. FAIR VALUE OF FINANCIAL INSTRUMENTS We apply the authoritative guidance on fair value measurements for financial assets and liabilities that are measured at fair value on a recurring basis, and non-financial assets and liabilities such as goodwill, intangible assets and property and equipment that are measured at fair value on a non-recurring basis. CONCENTRATION OF CREDIT RISK We grant credit to customers in the ordinary course of business. We limit concentrations of credit risk related to our trade accounts receivable due to our large number of customers, including third-party resellers, and their dispersion across several industries and geographic areas. We perform ongoing credit evaluations of our customers and maintain reserves for potential credit losses. We require advanced payments or secured transactions when deemed necessary. We review potential customers’ credit ratings to evaluate customers’ ability to pay an obligation within the payment term, which is usually net thirty days. If we receive reasonable assurance of payment and know of no barriers to legally enforce the payment obligation, we may extend credit to customers. We place accounts on “Credit Hold” if a placed order exceeds the credit limit or sooner if circumstances warrant. We follow our credit policy consistently and routinely monitor our delinquent accounts for indications of collectability. ALLOWANCE FOR DOUBTFUL ACCOUNTS We maintain an allowance for doubtful accounts at an amount we estimate to be sufficient to provide adequate protection against losses resulting from extending credit to our customers. We base this allowance, in the aggregate, on historical collection experience, age of receivables and general economic conditions. The allowance for doubtful accounts also considers the need for specific customer reserves based on the customer’s payment experience, credit worthiness and age of receivable balances. Our bad debts have not been material and have been within management expectations. INVENTORY Inventory consists of finished goods and is stated at the lower of cost or net realizable value, cost being determined using the first-in, first-out method. Inventory includes a full range of biometric and card recognition clocks that we sell as part of our Asure Time&Attendance solutions. We routinely assess our on-hand inventory for timely identification and measurement of obsolete, slow-moving or otherwise impaired inventory. PROPERTY AND EQUIPMENT We record property and equipment, including software, furniture and equipment, at cost less accumulated depreciation. We record depreciation using the straight-line method over the estimated economic useful lives of the assets, which range from two to five years. Property and equipment also includes leasehold improvements which we record at cost less accumulated amortization. We record amortization of leasehold improvements using the straight-line method over the shorter of the lease term or over the life of the respective assets, as applicable. We recognize gains or losses related to retirements or disposition of fixed assets in the period incurred. We expense repair and maintenance costs as incurred. We periodically review the estimated economic useful lives of our property and equipment and make adjustments, if necessary, according to the latest information available. BUSINESS COMBINATIONS We have accounted for our acquisitions using the acquisition method of accounting based on ASC 805—Business Combinations, which requires recognition and measurement of all identifiable assets acquired and liabilities assumed at their full fair value as of the date we obtain control. We have determined the fair value of assets acquired and liabilities assumed based upon our estimates of the fair values of assets acquired and liabilities assumed in the acquisitions. Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired. While we have used our best estimates and assumptions to measure the fair value of the identifiable assets acquired and liabilities assumed at the acquisition date, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, not to exceed one year from the date of acquisition, any changes in the estimated fair values of the net assets recorded for the acquisitions will result in an adjustment to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, we record any subsequent adjustments to our consolidated statements of comprehensive loss. GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired in a business combination. 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, by first assessing qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. On January 1, 2019, we early adopted Accounting Standards Update ("ASU") No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ("ASU 2017-04"). Under ASU 2017-04, an impairment charge is based on the excess of a reporting unit's carrying amount over its fair value. In 2019, we recognized an impairment loss on goodwill. See Notes 4 and 5 for additional information regarding goodwill. We amortize intangible assets not considered to have an indefinite useful life using the straight-line method over their useful lives. We currently amortize our acquired intangible assets with definite lives over periods ranging 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. In 2019, we accelerated the amortization after a reassessment of the useful lives of certain trade names in relation to our rebranding efforts. We have not identified any other impairments of finite-lived intangible assets during any of the periods presented. See Note 5 for additional information regarding intangible assets. IMPAIRMENT OF LONG-LIVED ASSETS Long-lived assets, including intangible assets with definite lives, are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the estimated fair value of the asset. We have determined that there was no impairment of long-lived assets including intangible assets with definite lives, for the year ended December 31, 2020. ORIGINAL ISSUE DISCOUNTS We recognize original issue discounts, when incurred on the issuance of debt, as a reduction of the current loan obligations that we amortize to interest expense over the life of the related indebtedness using the effective interest rate method. We record the amortization as interest expense – amortization of OID in the Consolidated Statements of Comprehensive Loss. At the time of any repurchases or retirements of related debt, we write off the remaining amount of net original issue discounts and include them in the calculation of gain or loss on extinguishment in the consolidated statements of comprehensive loss. REVENUE RECOGNITION Our revenue consists 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. The terms of our contracts with customers range from month to month for some Asure HCM direct clients to longer terms ranging from one to three years, some of which are renewable for successive terms. 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 Recurring 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 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 Recurring 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 SaaS/software, 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. ADVERTISING COSTS We expense advertising costs as we incur them. Advertising expenses were $34 and $64 for the years ended December 31, 2020 and 2019, respectively. We recorded these expenses as part of sales and marketing expenses on our Consolidated Statements of Comprehensive Loss. LEASE OBLIGATIONS At the commencement date of a lease, we recognize a liability to make lease payments and an asset representing the right-of-use 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 operating lease 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. Operating lease assets and liabilities as shown separately in our consolidated balance sheets. 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. INCOME TAXES We account for income taxes using the liability method under ASC 740, Accounting for Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events included in the financial statements. Under the liability method, we determine deferred tax assets and liabilities based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect in the years in which we expect the differences to reverse. We reduce deferred tax assets by a valuation allowance when it is more likely than not that we will not realize some component or all of the deferred tax assets. SHARE BASED COMPENSATION We estimate the fair value of each award granted from our stock option plan at the date of grant using the Black-Scholes option pricing model. The fair value is recognized as expense over the service period, net of estimated forfeitures, using the straight-line method. The estimation of share-based awards that will ultimately vest requires judgment, and, to the extent actual results or updated estimates differ from current estimates, such amounts will be recorded as a cumulative adjustment in the period estimates are revised. We primarily consider historical experience when estimating expected forfeitures. RECENT ACCOUNTING PRONOUNCEMENTS Recently Adopted Standards 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 requirements. The adoption of this guidance did not have a material impact on our consolidated financial statements. 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). The adoption of this guidance did not have a material impact on our consolidated financial statements. Standards Yet to Be Adopted The FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes, in December 2019. ASU 2019-12 eliminates certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. We are currently evaluating the impact, if any, the adoption will have on our financial position and results of operations.

INVESTMENTS AND FAIR VALUE MEASUREMENTS

12 Months Ended

Dec. 31, 2020

Fair Value Disclosures [Abstract]

INVESTMENTS AND FAIR VALUE MEASUREMENTS

At December 31, 2020 and 2019, $25,919 and $24,136, respectively, of funds held for clients were invested in available-for-sale securities consisting of government and commercial bonds, including mortgage backed securities. As of December 31, 2020 and 2019, we also had $63,999 and $48,500, respectively, of funds held for clients invested in money market funds and other cash equivalents. Cash equivalents as of December 31, 2020 and December 31, 2019 was not material.

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


	Amortized Cost		Gross Unrealized Gains (1)		Gross Unrealized Losses (1)		Aggregate Estimated Fair Value
December 31, 2020:
Funds Held for Clients (2)
Certificates of deposit	$	7,370	$	204	$	—	$	7,574
Corporate debt securities	9,415		297		(1)		9,711
Municipal bonds	7,531		103		(1)		7,633
US Government agency securities	500		1		—		501
Asset-backed securities	499		1		—		500
Total	$	25,315	$	606	$	(2)	$	25,919

December 31, 2019:
Funds Held for Clients (2)
Certificates of deposit	$	8,828	$	11	$	—	$	8,839
Corporate debt securities	6,883		6		(9)		6,880
Municipal bonds	6,383		6		(7)		6,382
US Government agency securities	1,000		—		—		1,000
Asset-backed securities	1,067		—		(32)		1,035
Total	$	24,161	$	23	$	(48)	$	24,136

(1)Unrealized gains and losses on available-for-sale securities are included as a component of comprehensive loss. At December 31, 2020, there were 69 securities in an unrealized gain position and there were 2 securities in an unrealized loss position. These unrealized losses were less than $(1) individually and $(2) in the aggregate. 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 December 31, 2020 and 2019, none of these securities were classified as cash and cash equivalents on the Company’s balance sheet.

Expected maturities of available-for-sale securities as of December 31, 2020 are as follows:


One year or less	$	5,507
After one year through five years	20,412
After five years through 10 years	—
After 10 years	—
	$	25,919

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 December 31, 2020 and December 31, 2019, respectively:


			Fair Value Measure at December 31, 2020
	Total Carrying Value at December 31, 2020		Quoted Prices in Active Market (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash and cash equivalents
Money market funds	$	5,204	$	5,204	$	—	$	—
Funds held for clients
Money market funds	63,999		63,999		—		—
Available-for-sale securities	25,919		—		25,919		—
Total	$	95,122	$	69,203	$	25,919	$	—

Liabilities:
Contingent purchase consideration	$	3,880	$	—	$	—	$	3,880
Total	$	3,880	$	—	$	—	$	3,880


			Fair Value Measure at December 31, 2019
	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:
Funds held for clients
Money market funds	$	48,500	$	48,500	$	—	$	—
Available-for-sale securities	24,136		—		24,136		—
Total	$	72,636	$	48,500	$	24,136	$	—

Other Financial Assets and Liabilities

Financial assets and liabilities with carrying amounts approximating fair value include cash and cash equivalents, trade accounts receivable, accounts payable, accrued expenses and other current liabilities. The carrying amount of these financial assets and liabilities approximates fair value because of their short maturities.

Our line of credit and notes payable, including current portion, as of December 31, 2020, had a carrying value of $24,913. This carrying value approximates fair value. The fair value is based on interest rates that are currently available to us for issuance of debt with similar terms and remaining maturities.

Our Level 3 balance is comprised of a contingent purchase obligation. This obligation is calculated using a Monte Carlo model that has significant unobservable inputs. We will revalue this obligation each quarter until it is paid.

In July 2020, we acquired certain assets of a payroll tax business. The initial Purchase price for the assets was $4,250, which we paid for in cash at closing. The seller will be paid additional consideration for the assets based on the trailing twelve-month revenue at each of April 30, 2021 and October 31, 2021. Subject to any disagreement as to the calculation of the contingent purchase consideration, payments for contingent purchase consideration, if any, will be made by May 30, 2021 and December 30, 2021. For the initial measurement, we utilized a Monte Carlo simulation to determine the fair value of the contingent purchase consideration. We utilized a discounted cash flow model to determine if an adjustment was required at December 31, 2020. There was a $1,135 adjustment to the fair value of the contingent consideration at December 31, 2020.


Balance at January 1, 2020	$	—
Purchase	2,745
Net realized / unrealized losses	1,135
Balance at December 31, 2020	$	3,880

- 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

ACQUISITIONS

12 Months Ended

Dec. 31, 2020

Business Combination and Asset Acquisition [Abstract]

ACQUISITIONS

2020 Acquisitions

In January 2020, we acquired certain assets of a payroll business. The aggregate initial purchase price for the assets was $2,153 which included a cash payment of $1,724, which we paid for in cash at closing, a custodial account hold back of $99 and a promissory note of $330, with principal and interest due in April 2021. The Company accounted for this as an asset acquisition.

In July 2020, we acquired certain assets of a payroll tax business. The initial purchase price for the assets was $4,250, which we paid for in cash at closing. The seller will be paid additional consideration for the assets based on the trailing twelve-month revenue from the acquired assets at each of April 30, 2021 and October 31, 2021. Subject to any disagreement as to the calculation of the contingent purchase consideration, payments for contingent purchase consideration, if any, will be made by May 30, 2021 and December 30, 2021.

In December 2020, we acquired certain assets of two payroll businesses and an HR consulting business. The aggregate initial purchase price for the assets was $8,212, which included a cash payment of $7,365 at closing and promissory notes of $847, with principal and interest due in July 2022.

Purchase Price Allocation

Following is the purchase price allocation for the 2020 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 using the acquisition method of accounting and recognized assets and liabilities assumed at their fair value as of the dates of acquisitions. The $11,853 of intangible assets subject to amortization consist of $9,753 allocated to Customer Relationships, $2,000 for Developed Technology, and $100 for Trade Names. To value the Trade Names, we employed the relief from royalty method under the market approach. For the Customer Relationships and Developed Technology, we employed a form of the excess earnings method, which is a form of the income approach.

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.


	Total
Cash & cash equivalents	$	196
Accounts receivable	48
Fixed assets	2
Funds held for clients	5,505
Goodwill	5,261
Intangibles	11,853
Total assets acquired	$	22,865

Client fund obligations	$	5,505
Total liabilities assumed	5,505

Net assets acquired	$	17,360

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


	Total
Purchase price	$	13,339
Notes payable	1,177
Custodial hold back	99
Adjustment to fair value of contingent liability	2,745
Fair value of net assets acquired	$	17,360

Contingent consideration

In connection with the acquisition of certain assets of the payroll tax business in July 2020, 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 for the third quarter 2020.

As of September 30, 2020, the third-party expert determined the value of the contingent consideration for the acquisition was $2,745 based on a Monte Carlo simulation model for fiscal 2020 to 2021. At December 31, 2020, we increased the amount to $3,880 based on a discounted cash flow model for fiscal 2020 to 2021.

GOODWILL AND OTHER INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

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 2020.

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.

We typically use an income method to estimate the fair value of these assets, which is based on forecasts of the expected future cash flows attributable to the respective assets. Significant estimates and assumptions inherent in the valuations reflect a consideration of other marketplace participants, and include the amount and timing of future cash flows (including expected growth rates and profitability). Estimates utilized in the projected cash flows include consideration of macroeconomic conditions, overall category growth rates, competitive activities, cost containment and margin expansion, Company business plans, the underlying product or technology life cycles, economic barriers to entry, a brand's relative market position and the discount rate applied to the cash flows. Unanticipated market or macroeconomic events and circumstances may occur, which could affect the accuracy or validity of the estimates and assumptions.

During fiscal 2020, we determined that the estimated fair value of our reporting unit was greater than its carrying value. We determined this using the quantitative method. In addition, we also performed the income based approach discussed above and compared the market value of our common stock to our reporting unit’s carrying value noting its market value exceeded carrying value. Therefore, we had no impairment charge for 2020.

During fiscal 2019, we determined that the estimated fair value of our reporting unit was less than its carrying value. Therefore, we compared the carrying value of the reporting unit to its fair value in order to determine if an impairment exists. In addition to performing the income based approach discussed above we compared the market value of our common stock to our reporting unit’s carrying value noting its carrying value exceeded market value. A non-cash, before-tax impairment charge of 35,060 was recognized to reduce the carrying amount of the goodwill to its estimated fair value as of December 31, 2019. There were no impairment indicators or triggering events during the first three quarters of 2019. The sale of our Workspace Management business in the fourth quarter led to an increase in the carrying value of the remaining business above its market value as of December 31, 2019.

We believe the estimates and assumptions utilized in our impairment testing are reasonable and are comparable to those that would be used by other marketplace participants. However, actual events and results could differ substantially from those used in our valuations. To the extent such factors result in a failure to achieve the level of projected cash flows initially used to estimate fair value for purposes of establishing or subsequently impairing the carrying amount of goodwill and related intangible assets, we may need to record additional non-cash impairment charges in the future.

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. In 2019, we disposed of certain trade names in relation to our rebranding efforts.

The following table summarizes the changes in our goodwill:


Balance at Balance at December 31, 2018	$	99,108
Goodwill recognized upon acquisition	4,826
Adjustments to goodwill associated with acquisitions	(177)
Impairment loss	(35,060)
Balance at December 31, 2019	68,697
Goodwill recognized upon acquisition	5,261


Balance at December 31, 2020	$	73,958

The gross carrying amount and accumulated amortization of our intangible assets as of December 31, 2020 and 2019 are as follows:


Intangible Assets	Weighted Average Amortization Period (in Years)	2020
		Gross		Accumulated Amortization		Net
Developed Technology	6.6	$	12,001	$	(7,608)	$	4,393
Customer Relationships	8.9	88,310		(28,898)		59,412
Reseller Relationships	7.0	853		(853)		—
Trade Names	3.0	880		(312)		568
Noncompete Agreements	5.2	1,032		(853)		179
	8.5	$	103,076	$	(38,524)	$	64,552


Intangible Assets	Weighted Average Amortization Period (in Years)	2019
		Gross		Accumulated Amortization		Net
Developed Technology	6.0	$	10,001	$	(6,004)	$	3,997
Customer Relationships	8.9	78,558		(19,757)		58,801
Reseller Relationships	7.0	853		(853)		—
Trade Names	3.0	780		(78)		702
Noncompete Agreements	5.2	1,032		(682)		350
	8.5	$	91,224	$	(27,374)	$	63,850

We record amortization expense using the straight-line method over the estimated useful lives of the intangible assets, as noted above. Amortization expenses were $9,547 and $11,765 for 2020 and 2019, respectively, included in Operating Expenses. Amortization expenses recorded in Cost of Sales were $1,604 and $1,994 for 2020 and 2019, respectively.

The following table summarizes the future estimated amortization expense relating to our intangible assets as of December 31, 2020


Year Ending
2021	$	11,601
2022	11,068
2023	9,942
2024	9,682
2025	8,896
Thereafter	13,363
Total	$	64,552

NOTES PAYABLE

12 Months Ended

Dec. 31, 2020

Debt Disclosure [Abstract]

NOTES PAYABLE

The following table summarizes our outstanding debt as of December 31, 2020 and 2019:1


	Maturity	Stated Interest Rate	2020		2019
Subordinated Notes Payable- acquisitions	1/1/2021 - 7/1/2022	2.00% - 3.00%	$	6,182	$	7,185
PPP Loan - Pinnacle Bank	4/15/2022	1.00%	8,856		—
Term Loan - Wells Fargo term loan	12/31/2024	5.25%	9,875		20,000
Total Notes Payable			$	24,913	$	27,185
Short-term notes payable			$	12,388	$	2,696
Long-term notes payable			$	12,525	$	24,489

—


(1)			Information presented in this table, the table that immediately follows and the last table in this footnote includes principal and interest due under the terms of a promissory note with Pinnacle Bank. This loan was issued to us in connection with the Paycheck Protection Program pursuant to Title I of the Coronavirus Aid, Relief and Economic Security Act. Under the terms of the Paycheck Protection Program, the principal balance and interest due under the promissory note will be forgiven if we meet certain conditions related to the use of the loan proceeds. Under the terms of our promissory note with Pinnacle Bank, we would have been required to make payments on this promissory note in November 2020; however, the Small Business Administration issued guidance, prior to that date, that deferred all payments that would be owed on this loan until after the Small Business Administration makes a decision on our loan forgiveness application. While we expect that the entire loan will be forgiven, we cannot be certain that the Small Business Administration will grant forgiveness of our entire loan. If we do not receive forgiveness of our entire loan, we will be obligated to start making payments on the portion of the principal and interest that is not forgiven so that it will be fully repaid no later than April 15, 2022, unless we are able to negotiate new payment terms with Pinnacle Bank. We filed our initial application for forgiveness in December 2020, and completed our application in early February 2021.

The following table summarizes the debt issuance costs as of December 31, 2020 and 2019:


	December 31, 2020
	Gross Notes Payable		Debt Issuance Costs		Net Notes Payable
Notes payable, current portion1	$	12,388	$	(78)	$	12,310
Notes payable, net of current portion2	12,525		(300)		12,225
Total Notes Payable	$	24,913	$	(378)	$	24,535


(1)			Net Notes Payable includes $6,866 of Gross Notes Payables and $0 Debt Issuance Cost and Debt Discount related to our PPP loan with Pinnacle Bank, all or a portion of which we expect will be forgiven and for which we are not obligated to make any payments until the Small Business Administration has made a decision regarding our application for loan forgiveness.
(2)			Net Notes Payable, includes $1,989 of Gross Notes Payables and $0 Debt Issuance Cost and Debt Discount related to our PPP loan with Pinnacle Bank, all or a portion of which we expect will be forgiven and for which we are not obligated to make payments until the Small Business Administration has made a decision regarding our application for loan forgiveness.


	December 31, 2019
	Gross Notes Payable		Debt Issuance Costs		Net Notes Payable
Notes payable, current portion	$	2,696	$	(125)	$	2,571
Notes payable, net of current portion	24,489		(347)		24,142
Total Notes Payable	$	27,185	$	(472)	$	26,713

The following table summarizes the future gross principal payments related to our outstanding debt as of December 31, 2020:


Year Ending
2021	$	12,388
2022	3,400
2023	500
2024	8,625
2025	—
Gross Notes Payable	$	24,913

Senior Credit Facility - Wells Fargo N.A.

In March 2014, we entered into a credit agreement (the “Credit Agreement”) with Wells Fargo, as administrative agent, and the lenders that are party thereto. The Credit Agreement contains customary events of default, including, among others, payment defaults, covenant defaults, judgment defaults, bankruptcy and insolvency events, cross defaults to certain indebtedness, incorrect representations or warranties, and change of control. In some cases, the defaults are subject to customary notice and grace period provisions. In March 2014 and in connection with the Credit Agreement, we and our wholly-owned active subsidiaries entered into a Guaranty and Security Agreement with Wells Fargo Bank. Under the Guaranty and Security Agreement, we and each of our wholly-owned active subsidiaries have guaranteed all obligations under the Credit Agreement and granted a security interest in substantially all of our and our subsidiaries’ assets. The Credit Agreement has been amended and restated multiple times, with the most recent amendment and restatement effective December 31, 2019. As described below, the Credit Agreement was also amended, but not restated, on August 10, 2020.

Following the amendment and restatement on December 31, 2019, the Credit Agreement provided for $20,000 in term loans and a $10,000 revolver and provided for new applicable margin rates for determining the interest payable on loans and amended certain of our financial covenants, including adding a covenant based on achieving EBITDA of at least $3,750 for the three months ended March 31, 2020, $4,850 for the six months ended June 30, 2020 and $5,950 for the nine months ended September 30, 2020, which covenant was in lieu of a leverage covenant calculated at March 31, 2020, June 30, 2020 and September 30, 2020.

On July 7, 2020, our senior lender identified certain events of default under our Credit Agreement and reserved their rights to pursue their remedies as a result of the events of default and issued a reservation of rights letter related to these events of default on July 10, 2020. The primary event of default that triggered the reservation of rights letter was our failure to achieve Minimum EBITDA of $3,750 for the first quarter ending March 31, 2020, as required under Section 7 of the Credit Agreement, which failure was a result of impacts to our business driven primarily by COVID-19. This covenant was set in December 31, 2019, before the Covid-19 pandemic and its possible effects on our business were known to our senior lender or us. The other events of default our lender identified were technical defaults resulting from the fact that we were either unaware that our senior lender was considering the failure to achieve Minimum EBITDA an event of default as of May 11, 2020 or because we were unaware that the senior lender was still requiring that we provide certain requested documents in connection with our banking relationship. Under the reservation of rights letter, the senior lender began accruing default interest from May 11, 2020.

On August 10, 2020, we entered into a waiver and amendment to our Credit Agreement and our Amended and Restated Guaranty and Security Agreement (the “Amendment”). The Credit Agreement now provides for $10,000 in term loans and a $5,000 revolver and required that we make a principal payment of $9,750 on our outstanding term loans and reduce future availability on our revolver by $5,000. The Amendment provides for an accordion feature to our term loan that would allow us

to borrow up to an additional $15,000 in term loans subject to certain conditions following the Covenant Conversion Date. The outstanding principal balance and all accrued and unpaid interest on the term loans is due on December 31, 2024. The Amendment also reset our financial covenants and added a new financial covenant for minimum recurring revenue. The Amendment does not require that we meet our fixed charge ratio or leverage ratio covenant until the Covenant Conversion Date. The Coverage Conversion Date is the earlier of August 10, 2022 or the date in which we have satisfied the fixed charge coverage ratio and leverage ratio for two consecutive reporting periods. Until such time, we are only obligated to comply with our minimum EBITDA and minimum recurring revenue covenants. We expect to be in compliance with these amended financial covenants over the next twelve months and are compliant as of 12/31/2020.

In addition to the requirement that we pay $9,750 on our outstanding term loans, we were also required to pay our senior lender an amendment fee of $225. Our senior lender waived any prepayment penalty that would have otherwise been due on the $9,750 payment toward our term loan and agreed that we would not owe a prepayment penalty if we were to refinance our facility before December 31, 2021. Finally, as a condition to the amendment, our senior lender required that we agree to obtain lender consent for any acquisitions until the later of August 10, 2021 or the Covenant Conversion Date. Previously certain types of acquisitions were deemed permitted acquisitions, which did not require our lender’s consent. We do not anticipate an issue with obtaining consent from our lender for accretive acquisitions.

As of December 31, 2020, and December 31, 2019, no amount was outstanding and $4,500 and $10,000, respectively, was available for borrowing under the revolver.

Third Amended and Restated Credit Agreement

The Third Amended Restated Credit Agreement (the "Third Restated Credit Agreement"), which we entered on December 31, 2019, amends the applicable margin rates for determining the interest rate payable on the loans as follows:


Leverage Ratio	Applicable Margin Relative to Base Rate Loans	Applicable Margin Relative to LIBOR Rate Loans
< 2.00:1.00	2.25% percentage points	3.25% percentage points
≤ 3.00:1.00, and ≥ 2.00:1.00	2.75% percentage points	3.75% percentage points
≥ 3.00:1.00	3.25% percentage points	4.25% percentage points

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

•$125 beginning on March 31, 2020 and the last day of each fiscal quarter thereafter through and including December 31, 2021; and

•$250 beginning on March 31, 2022 and the last day of each fiscal quarter thereafter.

The outstanding principal balance and all accrued and unpaid interest on the term loans is due on December 31, 2024.

The Third Restated Credit Agreement also:

•adds a covenant that requires that we achieve EBITDA of at least $3,750 for the three months ended March 31, 2020, $4,850 for the six months ended June 30, 2020 and $5,950 for the nine months ended September 30, 2020, which covenant is in lieu of a leverage covenant calculated at March 31, 2020, June 30, 2020 and September 30, 2020;

•amends our leverage ratio covenant to decrease the maximum ratio to 3.50:1.00 at December 31, 2020, 3.25:1.00 at March 31, 2021 and June 30, 2021 and 2.50:1.00 at September 30, 2021 and each quarter-end thereafter; and

•amends our fixed charge coverage ratio to be no less than 1.00:1.00 at March 31, 2020, and each quarter end thereafter through and including December 31, 2021, 1.50:1.00 at March 31, 2022, 1.60:1.00 at June 30, 2022, and 2.00:1:00 at September 30, 2022 and each quarter end thereafter.

As of December 31, 2020, compliance with certain financial covenants was not yet required under the Third Restated Credit Agreement as a result of the Amendment 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.

PPP Loan

Due to the effects of Covid-19 on our business and the related need to support our operations, we applied for and received a loan from Pinnacle Bank under the Paycheck Protection Program during the second quarter of 2020. Under the terms of our note with Pinnacle Bank, principal payments would have begun in November 2020. However, the Small Business Administration, who administers loans issued under the Paycheck Protection Program, has issued guidance, deferring all payments that would be owed on this loan until the Small Business Administration makes a decision on our loan forgiveness application. While we expect that the entire loan will be forgiven, we cannot be certain that the Small Business Administration will grant forgiveness of our entire loan. If we do not receive forgiveness of our entire loan, we will be obligated to begin repaying the portion of the principal and interest that is not forgiven such that it is fully paid no later than April 15, 2022, unless we are able to negotiate new payment terms with Pinnacle Bank. Further, if the portion of the PPP Loan that is not forgiven (the “Unforgiven Debt”) exceeds $3,250 or requires monthly payments of principal and interest in excess of $185, it is likely we will be in default under our Third Restated Credit Agreement unless we obtain a waiver from our senior lender or are otherwise able to negotiate acceptable terms with our senior lender and Pinnacle Bank. We filed our initial application for forgiveness of this loan in December 2020, and completed our application in early February 2021. Given this, we expect that payments we may owe, if any, would not start until second quarter of 2021. Under GAAP, we are required to report this entire loan as outstanding debt in our financial statements and further identify the current portion of this debt (e.g. amounts which would be payable in the next 12 months) with reference to the actual terms of our note with Pinnacle Bank. Notwithstanding how this loan is reported in our financial statements, we do not expect to make any payments on this note until at least second quarter of 2021, and then only to the extent that any portion of this note is not forgiven in accordance with the terms of the Paycheck Protection Program.

PROPERTY AND EQUIPMENT

12 Months Ended

Dec. 31, 2020

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

Property and equipment and related depreciable useful lives as of December 31, 2020 and 2019 are composed of the following:


	2020		2019
Furniture and equipment: 2-5 years	$	6,818	$	7,851
Software development costs	10,308		7,529
Software: 3-5 years	2,808		3,970
Leasehold improvements: shorter of the lease term or life of the improvement	1,658		1,221
Total property and equipment	21,592		20,571
Less accumulated depreciation and amortization	(13,311)		(12,704)
Property and equipment, net	$	8,281	$	7,867

We record the amortization of our finance leases as depreciation expense on our Consolidated Statements of Comprehensive Loss. Depreciation and amortization expenses relating to property and equipment were approximately $3,504 and $2,370 for 2020 and 2019, respectively.

We acquired software development costs from prior acquisitions and we continue to invest in software development. We are developing products which we intend to offer utilizing software as-a-service (“SaaS”). We follow the guidance of ASC 350-40, Intangibles- Goodwill and Other- Internal Use Software, for development costs related to these new products. Costs incurred in the planning stage are expensed as incurred while costs incurred in the application and infrastructure stage are capitalized, assuming such costs are deemed to be recoverable. Costs incurred in the operating stage are generally expensed as incurred except for significant upgrades and enhancements. Capitalized software costs are amortized over the software’s estimated useful life, which management has determined to be three years. During the years ended December 31, 2020 and 2019, we capitalized $2,780 and $2,756 of software development costs, respectively.

CERTAIN BALANCE SHEET ACCOUNTS

12 Months Ended

Dec. 31, 2020

Payables and Accruals [Abstract]

CERTAIN BALANCE SHEET ACCOUNTS

CERTAIN BALANCE SHEET ACCOUNTSPrepaid expenses and other current assets as of December 31, 2020 and 2019 consist of the following:


	2020	2019
Non-trade receivables related to custodial funds	418	$	4,118
Receivable from sale of Workspace Management	—	1,685
Prepaid expenses	1,394	1,454
Other current assets	1,472	1,294
Total	3,284	$	8,551

Other accrued liabilities as of December 31, 2020 and 2019 consist of the following:


	2020		2019
Income taxes payable	$	—	$	2,608
Accrued expenses and other	1,380		3,948
Total	$	1,380	$	6,556

STOCKHOLDERS' EQUITY

12 Months Ended

Dec. 31, 2020

Stockholders' Equity Note [Abstract]

STOCKHOLDER'S EQUITY

STOCKHOLDERS’ EQUITY

SHELF REGISTRATION

In December 2020, we completed an underwritten public offering of 2,990,000 shares of our common stock at a public offering price of $7.25. We realized gross proceeds of approximately $21,700 before deducting underwriting discounts and estimated offering expenses.

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 other registration statements effective at the time of this filing of our current S-3). The shelf registration statement relating to these securities became effective on April 16, 2018. As of December 31, 2020, there is approximately $111,760 remaining available under the shelf registration statement.

SHARE REPURCHASE PROGRAM

On March 10, 2020, our Board of Directors authorized a new stock repurchase plan, under which we may repurchase up to $5,000 of our outstanding common stock. This new stock repurchase program is in addition to the approximately 364,446 shares available under our existing stock repurchase plan.

Under this new stock repurchase program, we may repurchase shares in accordance with all applicable securities laws and regulations, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The extent to which we repurchase our shares, and the timing of such repurchases, will depend upon a variety of factors, including market conditions, regulatory requirements and other corporate considerations, as determined by our management. The repurchase program may be extended, suspended or discontinued at any time. We expect to finance the program from existing cash resources.

STOCK AND STOCK OPTION PLANS

We have one active equity plan, the 2018 Incentive Award Plan (the “2018 Plan”). The 2018 Plan, approved by our shareholders, is intended to replace 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 granted thereunder.

Employees and consultants of the Company, its subsidiaries and affiliates, as well as members of our board, are eligible to receive awards under the 2018 Plan. The 2018 Plan provides for the grant of stock options, including incentive stock options (“ISOs”) and nonqualified stock options (“NQSOs”), stock appreciation rights, restricted stock, restricted stock units ("RSUs"), performance bonus awards, performance stock unit awards, other stock or cash-based awards and dividend equivalents to eligible individuals. We generally grant stock options with exercise prices equal to the fair market value at the time of

grant. The options generally vest over three to four years and are exercisable for a period of five to ten years beginning with the date of grant.

The number of shares available for issuance under the 2018 Plan is equal to the sum of (i) 750,000 shares, (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. In May 2019 and May 2020, our shareholders approved amendments to the 2018 Plan to increase the number of shares of common stock authorized for issuance by 600,000 shares and 1,000,000 shares, respectively. We have 1,713,000 options and RSUs granted and outstanding pursuant to the 2018 Plan as of December 31, 2020.

In December 2019, we offered to exchange certain outstanding options to purchase shares of our common stock previously granted under the 2009 Plan and the 2018 Plan that have an exercise price per share higher than the greater of $8.50 or the closing trading price of our common stock on the offer expiration date (“eligible options”) for new RSUs to be granted under the 2018 Plan. The offer exchange program was approved by our board of directors and by our shareholders earlier in 2019. Under the offer exchange program, every 2.5 shares underlying an eligible option would be exchanged for one new RSU. Upon expiration of the exchange offer in January 2020, we granted 187,000 RSUs in exchange for the cancellation of options to purchase 467,500 shares that were tendered by employees who participated in the offer exchange program.

We use the Black-Scholes option valuation model to value employee stock awards. We estimate stock price volatility based upon our historical volatility. Estimated option life and forfeiture rate assumptions are derived from historical data. For stock-based compensation awards with graded vesting, we recognize compensation expense using the straight-line amortization method.

Total compensation expense recognized in the Consolidated Statements of Comprehensive Loss for stock based awards was $2,365 and $2,268 for 2020 and 2019, respectively.

The following table summarizes the weighted average assumptions used to develop their fair value for the year ending December 31, 2020 and 2019:


	2020			2019
Grant date fair value	$	2.44		$	2.65
Risk-free interest rate	0.20		%	1.25		%
Expected volatility	55		%	44		%
Expected life in years	2.85			3.50
Dividend yield	—			—

As of December 31, 2020, we reserved shares of common stock for future issuance under the 2009 Plan and 2018 Plan as follows:


Options and RSUs outstanding			1,713,000
Shares available for future grant			1,244,000
Shares reserved			2,957,000

The following table summarizes activity related to options during the year ended December 31, 2020.


	Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding at the beginning of the year	1,685,000	$	9.71
Granted	771,000	6.52
Exercised	(130,000)	5.55
Canceled	(1,054,000)	10.06
Outstanding at the end of the year	1,272,000	$	7.92	3.4	$	533
Vested and expected to vest	1,256,000	$	8.55	3.2	$	456
Exercisable	375,000	$	7.91	2.1	$	98

The total intrinsic value of options exercised during the years ended December 31, 2020 and 2019 was $205 and $356, respectively. As of December 31, 2020, total compensation cost not yet recognized related to nonvested share options was $2,563, which is expected to be recognized over a weighted average period of 1.75 years.

The following table summarizes activity related to RSUs during the year ended December 31, 2020.


	Shares	Weighted Average Grant-Date Fair Value
Outstanding at the beginning of the year	70,000	$	11.52
Granted	597,000	5.32
Released	(76,000)	6.86
Forfeited	(150,000)	5.47
Outstanding at the end of the year	441,000	$	5.99

The total fair value of RSUs vested during the years ended December 31, 2020 and 2019 was $528 and $430, respectively. As of December 31, 2020, total compensation cost not yet recognized related to nonvested share options was $2,238, which is expected to be recognized over a weighted average period of 2.32 years.

EMPLOYEE BENEFIT PLANS	12 Months Ended
EMPLOYEE BENEFIT PLANS	Dec. 31, 2020
Retirement Benefits [Abstract]
EMPLOYEE BENEFIT PLANS	EMPLOYEE BENEFIT PLANS 401(K) SAVINGS PLAN We sponsor a defined contribution 401(k) plan that is available to substantially all employees. Our Board of Directors may amend or terminate the plan at any time. We provided matching contributions to the plan of $124 and $814 in 2020 and 2019, respectively. EMPLOYEE STOCK PURCHASE PLAN Our Employee Stock Purchase Plan (“Purchase Plan”) was approved by the shareholders in June 2017. The Purchase Plan allows all eligible employees to purchase a limited number of shares of our common stock during pre-specified offering periods at a discount established by the Board of Directors, not to exceed 15% of the fair market value of the common stock, at the beginning or end of the offering period (whichever is lower). Under the ESPP, 475,000 shares were reserved for issuance of which there remains 364,446 shares available for future issuance.

- Definition

The entire disclosure for retirement benefits.

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+ Details

CONTRACTS WITH CUSTOMERS AND REVENUE CONCENTRATION	12 Months Ended
CONTRACTS WITH CUSTOMERS AND REVENUE CONCENTRATION	Dec. 31, 2020
Revenue from Contract with Customer [Abstract]
CONTRACTS WITH CUSTOMER AND REVENUE CONCENTRATION	CONTRACTS WITH CUSTOMERS AND REVENUE CONCENTRATIONReceivables Receivables from contracts with customers, net of allowance for doubtful accounts of $771 were $4,852 at December 31, 2020. Receivables from contracts with customers, net of allowance for doubtful accounts of $904, were $4,808 at December 31, 2019 Deferred Commissions Deferred commissions costs from contracts with customers were $3,792 and $2,697 at December 31, 2020 and December 31, 2019, respectively. The amount of amortization recognized during the December 31, 2020 and 2019 period was $906 and $1,398, respectively. Deferred Revenue Revenue of $3,783 was recognized during the year ended December 31, 2020 that was included in the deferred revenue balance at the beginning of the period. Transaction Price Allocated to the Remaining Performance Obligations As of December 31, 2020, approximately $31,503 of revenue is expected to be recognized from remaining performance obligations. We expect to recognize revenue on approximately 71% of these remaining performance obligations over the next 12 months, with the balance recognized thereafter. Revenue Concentration During 2020 and 2019, there were no customers who individually represented 10% or more of consolidated revenue.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

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+ Details

DISCONTINUED OPERATIONS

12 Months Ended

Dec. 31, 2020

Discontinued Operations and Disposal Groups [Abstract]

DISCONTINUED OPERATIONS

In December 2019, we sold our Workspace Management business to FM:Systems for approximately $121,500 in cash. We used the proceeds to pay down debt owed to our senior lender. In July 2020 we finalized our working capital adjustment and received funds of $1,687 representing the entire amount of the escrow. This transaction enabled us to focus on and continue to deliver our HCM solutions to small and mid-size businesses.

The table below reflects the operating results of the Workspace Management business reported as discontinued operations:


	Year Ended December 31
	2019
Revenue	$	24,619

Income from discontinued operations	$	3,498
Gain on sale of discontinued operations	94,293
Income tax expense	(25,499)
Income from discontinued operations, net of taxes	$	72,292

The table below reflects the depreciation, amortization, capital expenditures, and significant operating and investing non-cash items of the Workspace Management business reported as discontinued operations:


	Year Ended December 31
	2019
Depreciation and amortization	$	1,060
Provision for doubtful accounts	(87)
Share based compensation	278
Capital expenditures	(417)
Software capitalization	(1,083)
Gain on sale of discontinued operations	(94,293)

NET LOSS PER SHARE

12 Months Ended

Dec. 31, 2020

Earnings Per Share [Abstract]

NET LOSS PER SHARE

The following table sets forth the computation of basic and diluted net loss per common share for the years ended December 31, 2020 and 2019.


	2020		2019
Numerator:
Loss from continuing operations	$	(16,311)	$	(42,291)
Income from discontinued operations	—		72,292
Net income (loss)	$	(16,311)	$	30,001

Denominator:
Weighted-average shares of common stock outstanding, basic and diluted	15,910,000		15,511,000

Basic and diluted income (loss) per share
Loss per share from continuing operations	$	(1.03)	$	(2.73)
Income per share from discontinued operations	0.00		4.66
Income (loss) per share	$	(1.03)	$	1.93

We have excluded stock options to acquire 1,713,000 and 1,756,000 shares for 2020 and 2019, respectively, from the computation of the dilutive stock options because the effect of including the stock options would have been anti-dilutive.

INCOME TAXES

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

INCOME TAXES

The components of pre-tax loss from continuing operations for the years ended December 31, 2020 and 2019 are as follows:


	2020		2019
Domestic	$	(15,974)	$	(66,402)
Foreign	—		—
Total	$	(15,974)	$	(66,402)

The components of the provision (benefit) for income taxes attributable to continuing operations for the years ended December 31, 2020 and 2019 are as follows:


	2020		2019
Current:
Federal	$	—	$	(21,697)
State	(214)		(1,899)
Foreign	(1)		42
Total current	(215)		(23,554)

Deferred:
Federal	259		(210)
State	293		(347)
Foreign	—		—
Total deferred	552		(557)
	$	337	$	(24,111)

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred taxes at December 31, 2020 and 2019 are as follows:


	2020		2019
Deferred tax assets:
Net operating losses	$	11,570	$	8,004
Research and development credit carryforwards	3,246		3,104
Minimum tax credit carryforwards	—		31
Disallowed interest expense carryforwards	54		—
Stock compensation	258		168
Deferred revenue	148		588
Accrued expenses	590		349
Lease liabilities	1,931		1,905
Goodwill	—		2,132
Other	303		347
	18,100		16,628
Valuation allowance	(6,892)		(5,204)
Net deferred tax assets	11,208		11,424

Deferred tax liabilities:
Acquired intangibles	(5,930)		(7,828)
Fixed assets	(284)		(125)
Capitalized software	(1,524)		(1,353)
Deferred commission	(1,000)		(698)
Right-of-use asset	(1,721)		(1,756)
Goodwill	(1,637)		—
	(12,096)		(11,760)
Net deferred liabilities	$	(888)	$	(336)

At December 31, 2020, we had federal net operating loss carryforwards of approximately $48,435, research and development credit carryforwards of approximately $3,579. The net operating loss and research and development credit carryforwards will expire in varying amounts from 2021 through 2040, if not utilized. Approximately $16,962 of the net operating loss carryforwards carry forward indefinitely, but can only offset up to 80% of taxable income.

As a result of various acquisitions by us in prior years, we may be subject to a substantial annual limitation in the utilization of the net operating losses and credit carryforwards due to the “change in ownership” provisions of Section 382 of the Internal Revenue Code of 1986. The annual limitation may result in the expiration of net operating losses before utilization.

Due to the uncertainty surrounding the timing of realizing the benefits of our favorable tax attributes in future tax returns, we have placed a valuation allowance against our net deferred tax assets, exclusive of jurisdictions in which we have net deferred tax liabilities. During the year ended December 31, 2020, the valuation allowance increased by approximately $1,688 due primarily to operations.

Our provision for income taxes attributable to continuing operations for the years ended December 31, 2020 and 2019 differ from the expected tax expense (benefit) amount computed by applying the statutory federal income tax rate of 21% to income before income taxes as a result of the following:


	2020		2019
Computed at statutory rate	$	(3,355)	$	(13,944)
State taxes, net of federal benefit	(632)		(1,901)
Permanent items and other	(379)		992
Credit carryforwards	(122)		2,014
Foreign income taxed at different rates	—		22
Goodwill impairment	—		3,907
Change in tax carryforwards not benefitted	3,137		(352)
Change in valuation allowance	1,688		(14,849)
	$	337	$	(24,111)

Under ASC 740-10, Income Taxes, we periodically review the uncertainties and judgments related to the application of complex income tax regulations to determine income tax liabilities in several jurisdictions. We use a “more likely than not” criterion for recognizing an asset for unrecognized income tax benefits or a liability for uncertain tax positions. We have determined we have the following unrecognized assets or liabilities related to uncertain tax positions as of December 31, 2020. We do not anticipate any significant changes in such uncertainties and judgments during the next twelve months. To the extent we are required to recognize interest and penalties related to unrecognized tax liabilities, this amount will be recorded as an accrued liability. The reconciliation of our unrecognized tax benefits is as follows:


Balance at December 31, 2018	$	1,435
Additions based on tax positions related to the current year	106
Additions for tax positions of prior years	59
Reductions for tax positions of prior years	(744)
Balance at December 31, 2019	$	856
Additions based on tax positions related to the current year	(232)
Additions for tax positions of prior years	19
Reductions for tax positions of prior years	(56)
Balance at December 31, 2020	$	587

As of December 31, 2020, we had $587 of unrecognized tax benefits, of which $15 would affect the effective tax rate if recognized. Our assessment of our unrecognized tax benefits is subject to change as a function of our financial statement audit.

Our practice is to recognize interest and/or penalties related to income tax matters in income tax expense. During the twelve months ended December 31, 2020, we recognized $0 of interest and penalties in our income tax expense.

We file tax returns in the U.S. federal jurisdiction and in several state jurisdictions. We are subject to U.S. federal income tax examinations for years ending on or after December 31, 2017 and are subject to state and local income tax examinations by tax authorities for years ending on or after December 31, 2016. We are not currently under audit for any federal or state jurisdictions.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

LEASES

12 Months Ended

Dec. 31, 2020

Leases [Abstract]

LEASES

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

We record base rent expense under the straight-line method over the term of the lease. In the accompanying consolidated statements of comprehensive income (loss), rent expense is included in operating expenses under selling, general and administrative expenses. The components of the rent expense for the year ended December 31, 2020 were as follows:


Operating lease cost	$	2,153
Sublease income	(117)
Net rent expense	2,036

As of December 31, 2020, we had lease liabilities of $7,199, of which $1,833 is presented as a current liability, and Right of Use ("ROU") assets of $6,450 on the accompanying 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 10% 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 December 31, 2020 is 5 years.

Supplemental cash flow information related to operating leases for the year ended December 31, 2020 follow:


Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases	$	2,246
Non-cash operating activities:
Operating lease assets obtained in exchange for new operating lease liabilities	$	1,052

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


			Total Operating Leases
2021			$2,354
2022			1,837
2023			1,142
2024			1,022
2025			828
Thereafter			1,802
Total minimum lease payments			8,985
Less imputed interest			(1,786)
Total lease liabilities			7,199

SUBSEQUENT EVENTS	12 Months Ended
SUBSEQUENT EVENTS	Dec. 31, 2020
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTSThe Company evaluated subsequent events through the date of the filing of this Annual Report on Form 10-K with the SEC to ensure that this filing includes appropriate disclosure of events both recognized in the financial statements as of December 31, 2020, and events which occurred subsequent to December 31, 2020 but were not recognized in the 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)	12 Months Ended
SIGNIFICANT ACCOUNTING POLICIES (Policies)	Dec. 31, 2020
Accounting Policies [Abstract]
Basis of Presentation	BASIS OF PRESENTATIONWe have prepared our consolidated financial statements in accordance with U.S. generally accepted accounting principles and have included the accounts of our wholly owned subsidiaries. We have eliminated all significant intercompany transactions and balances in consolidation.
Segments	SEGMENTS The chief operating decision maker is Asure’s Chief Executive Officer who reviews financial information presented on a company-wide basis. Accordingly, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 280, we determined that the Company has a single reporting segment and operating unit structure.
Use of Estimates	USE OF ESTIMATES Preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles 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's 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.
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 December 31, 2020, we were not party to any pending legal proceedings.
Significant Risks and Uncertainties	SIGNIFICANT RISKS AND UNCERTAINTIES The COVID-19 pandemic has resulted in a global economic slowdown and disruptions that have and could continue to negatively impact our business. The pandemic and numerous measures implemented to contain the virus such as business shutdowns, shelter-in-place orders and travel bans and restrictions have caused businesses, especially small and medium sized businesses some of whom are our customers, to reduce headcount or cease operations as customer demand decreased. Given the economic slowdown and other risks and uncertainties associated with the pandemic, we expect that our business, financial condition, results of operations and growth prospects will be adversely affected in the future. Our business is impacted by employment levels as we have contracts that charge clients on a per-employee basis. In addition, the conditions caused by the COVID-19 pandemic could adversely affect our customers’ ability or willingness to purchase our offerings, delay prospective customers’ purchasing decisions, delay the provisioning of our offerings, lengthen payment terms, reduce the value or duration of customer subscription contracts, or affect attrition rates, all of which could adversely affect our future sales, operating results and overall financial performance. The duration and extent of the impact from the COVID-19 pandemic depends on future developments that cannot be accurately predicted at this time, such as the severity and transmission rate of the virus, the extent and effectiveness of containment actions and the impact of these and other factors on our employees, customers, partners and vendors. If we are not able to respond to and manage the impact of such events effectively, our business will be harmed.
Reclassification	RECLASSIFICATION Certain amounts in the prior period financial statements have been reclassified to conform to the presentation of the current period financial statements. These reclassifications had no effect on the previously reported net income.
Cash and Cash Equivalents	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.
Investments	INVESTMENTS Available-for-sale securities are carried at fair value, with the unrealized gains and losses reported in accumulated other comprehensive income (loss). The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. The amortization of premiums and accretion of discounts is included in interest income. Realized gains and losses and declines in value judged to be other-than-temporary, if any, on available-for-sale securities are included in other income (expense). The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as available-for-sale are included in interest income.
Funds Held for Clients	FUNDS HELD FOR CLIENTS Funds held for clients represent assets that are held for the purposes of satisfying the obligations to remit funds relating to the Company’s payroll and payroll tax filing services and are classified as client fund obligations on our consolidated balance sheets. Funds held for clients are held in demand deposit or brokerage accounts at financial institutions and are classified as a current asset on our consolidated balance sheets. Client fund obligations represent the Company’s contractual obligations to remit funds to satisfy clients’ payroll and tax payment obligations and are recorded on the consolidated balance sheets at the time that the Company impounds funds from clients. The client fund obligations represent liabilities that will be repaid within one year of the balance sheet date. The Company has reported client fund obligations as a current liability on the consolidated balance sheets.
Fair Value of Financial Instruments	FAIR VALUE OF FINANCIAL INSTRUMENTS We apply the authoritative guidance on fair value measurements for financial assets and liabilities that are measured at fair value on a recurring basis, and non-financial assets and liabilities such as goodwill, intangible assets and property and equipment that are measured at fair value on a non-recurring basis.
Concentration of Credit Risk	CONCENTRATION OF CREDIT RISK We grant credit to customers in the ordinary course of business. We limit concentrations of credit risk related to our trade accounts receivable due to our large number of customers, including third-party resellers, and their dispersion across several industries and geographic areas. We perform ongoing credit evaluations of our customers and maintain reserves for potential credit losses. We require advanced payments or secured transactions when deemed necessary. We review potential customers’ credit ratings to evaluate customers’ ability to pay an obligation within the payment term, which is usually net thirty days. If we receive reasonable assurance of payment and know of no barriers to legally enforce the payment obligation, we may extend credit to customers. We place accounts on “Credit Hold” if a placed order exceeds the credit limit or sooner if circumstances warrant. We follow our credit policy consistently and routinely monitor our delinquent accounts for indications of collectability.
Allowance for Doubtful Accounts	ALLOWANCE FOR DOUBTFUL ACCOUNTSWe maintain an allowance for doubtful accounts at an amount we estimate to be sufficient to provide adequate protection against losses resulting from extending credit to our customers. We base this allowance, in the aggregate, on historical collection experience, age of receivables and general economic conditions. The allowance for doubtful accounts also considers the need for specific customer reserves based on the customer’s payment experience, credit worthiness and age of receivable balances. Our bad debts have not been material and have been within management expectations.
Inventory	INVENTORY Inventory consists of finished goods and is stated at the lower of cost or net realizable value, cost being determined using the first-in, first-out method. Inventory includes a full range of biometric and card recognition clocks that we sell as part of our Asure Time&Attendance solutions. We routinely assess our on-hand inventory for timely identification and measurement of obsolete, slow-moving or otherwise impaired inventory.
Property and Equipment	PROPERTY AND EQUIPMENT We record property and equipment, including software, furniture and equipment, at cost less accumulated depreciation. We record depreciation using the straight-line method over the estimated economic useful lives of the assets, which range from two to five years. Property and equipment also includes leasehold improvements which we record at cost less accumulated amortization. We record amortization of leasehold improvements using the straight-line method over the shorter of the lease term or over the life of the respective assets, as applicable. We recognize gains or losses related to retirements or disposition of fixed assets in the period incurred. We expense repair and maintenance costs as incurred. We periodically review the estimated economic useful lives of our property and equipment and make adjustments, if necessary, according to the latest information available.
Business Combinations	BUSINESS COMBINATIONS We have accounted for our acquisitions using the acquisition method of accounting based on ASC 805—Business Combinations, which requires recognition and measurement of all identifiable assets acquired and liabilities assumed at their full fair value as of the date we obtain control. We have determined the fair value of assets acquired and liabilities assumed based upon our estimates of the fair values of assets acquired and liabilities assumed in the acquisitions. Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired. While we have used our best estimates and assumptions to measure the fair value of the identifiable assets acquired and liabilities assumed at the acquisition date, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, not to exceed one year from the date of acquisition, any changes in the estimated fair values of the net assets recorded for the acquisitions will result in an adjustment to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, we record any subsequent adjustments to our consolidated statements of comprehensive loss.
Goodwill and Other Intangible Assets	GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired in a business combination. 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, by first assessing qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. On January 1, 2019, we early adopted Accounting Standards Update ("ASU") No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ("ASU 2017-04"). Under ASU 2017-04, an impairment charge is based on the excess of a reporting unit's carrying amount over its fair value. In 2019, we recognized an impairment loss on goodwill. See Notes 4 and 5 for additional information regarding goodwill. We amortize intangible assets not considered to have an indefinite useful life using the straight-line method over their useful lives. We currently amortize our acquired intangible assets with definite lives over periods ranging 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. In 2019, we accelerated the amortization after a reassessment of the useful lives of certain trade names in relation to our rebranding efforts. We have not identified any other impairments of finite-lived intangible assets during any of the periods presented. See Note 5 for additional information regarding intangible assets.
Impairment of long-lived assets	IMPAIRMENT OF LONG-LIVED ASSETSLong-lived assets, including intangible assets with definite lives, are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the estimated fair value of the asset.
Original Issue Discounts	ORIGINAL ISSUE DISCOUNTS We recognize original issue discounts, when incurred on the issuance of debt, as a reduction of the current loan obligations that we amortize to interest expense over the life of the related indebtedness using the effective interest rate method. We record the amortization as interest expense – amortization of OID in the Consolidated Statements of Comprehensive Loss. At the time of any repurchases or retirements of related debt, we write off the remaining amount of net original issue discounts and include them in the calculation of gain or loss on extinguishment in the consolidated statements of comprehensive loss.
Revenue Recognition	REVENUE RECOGNITION Our revenue consists 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. The terms of our contracts with customers range from month to month for some Asure HCM direct clients to longer terms ranging from one to three years, some of which are renewable for successive terms. 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 Recurring 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 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 Recurring 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 SaaS/software, 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.
Advertising Costs	ADVERTISING COSTSWe expense advertising costs as we incur them. Advertising expenses were $34 and $64 for the years ended December 31, 2020 and 2019, respectively. We recorded these expenses as part of sales and marketing expenses on our Consolidated Statements of Comprehensive Loss.
Lease Obligations	LEASE OBLIGATIONS At the commencement date of a lease, we recognize a liability to make lease payments and an asset representing the right-of-use 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 operating lease 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. Operating lease assets and liabilities as shown separately in our consolidated balance sheets. 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.
Income Taxes	INCOME TAXES We account for income taxes using the liability method under ASC 740, Accounting for Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events included in the financial statements. Under the liability method, we determine deferred tax assets and liabilities based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect in the years in which we expect the differences to reverse. We reduce deferred tax assets by a valuation allowance when it is more likely than not that we will not realize some component or all of the deferred tax assets.
Share Based Compensation	SHARE BASED COMPENSATION We estimate the fair value of each award granted from our stock option plan at the date of grant using the Black-Scholes option pricing model. The fair value is recognized as expense over the service period, net of estimated forfeitures, using the straight-line method. The estimation of share-based awards that will ultimately vest requires judgment, and, to the extent actual results or updated estimates differ from current estimates, such amounts will be recorded as a cumulative adjustment in the period estimates are revised. We primarily consider historical experience when estimating expected forfeitures.
Recent Accounting Pronouncements	RECENT ACCOUNTING PRONOUNCEMENTS Recently Adopted Standards 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 requirements. The adoption of this guidance did not have a material impact on our consolidated financial statements. 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). The adoption of this guidance did not have a material impact on our consolidated financial statements. Standards Yet to Be Adopted The FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes, in December 2019. ASU 2019-12 eliminates certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. We are currently evaluating the impact, if any, the adoption will have on our financial position and results of operations.

INVESTMENTS AND FAIR VALUE MEASUREMENTS (Tables)

12 Months Ended

Dec. 31, 2020

Fair Value Disclosures [Abstract]

Available-for-sale Securities

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


	Amortized Cost		Gross Unrealized Gains (1)		Gross Unrealized Losses (1)		Aggregate Estimated Fair Value
December 31, 2020:
Funds Held for Clients (2)
Certificates of deposit	$	7,370	$	204	$	—	$	7,574
Corporate debt securities	9,415		297		(1)		9,711
Municipal bonds	7,531		103		(1)		7,633
US Government agency securities	500		1		—		501
Asset-backed securities	499		1		—		500
Total	$	25,315	$	606	$	(2)	$	25,919

December 31, 2019:
Funds Held for Clients (2)
Certificates of deposit	$	8,828	$	11	$	—	$	8,839
Corporate debt securities	6,883		6		(9)		6,880
Municipal bonds	6,383		6		(7)		6,382
US Government agency securities	1,000		—		—		1,000
Asset-backed securities	1,067		—		(32)		1,035
Total	$	24,161	$	23	$	(48)	$	24,136

(2)At December 31, 2020 and 2019, none of these securities were classified as cash and cash equivalents on the Company’s balance sheet.

Expected Maturities of Available-for-sale Securities

Expected maturities of available-for-sale securities as of December 31, 2020 are as follows:


One year or less	$	5,507
After one year through five years	20,412
After five years through 10 years	—
After 10 years	—
	$	25,919

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

The following table presents the fair value hierarchy for our financial assets measured at fair value on a recurring basis as of December 31, 2020 and December 31, 2019, respectively:


			Fair Value Measure at December 31, 2020
	Total Carrying Value at December 31, 2020		Quoted Prices in Active Market (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash and cash equivalents
Money market funds	$	5,204	$	5,204	$	—	$	—
Funds held for clients
Money market funds	63,999		63,999		—		—
Available-for-sale securities	25,919		—		25,919		—
Total	$	95,122	$	69,203	$	25,919	$	—

Liabilities:
Contingent purchase consideration	$	3,880	$	—	$	—	$	3,880
Total	$	3,880	$	—	$	—	$	3,880


			Fair Value Measure at December 31, 2019
	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:
Funds held for clients
Money market funds	$	48,500	$	48,500	$	—	$	—
Available-for-sale securities	24,136		—		24,136		—
Total	$	72,636	$	48,500	$	24,136	$	—

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation


Balance at January 1, 2020	$	—
Purchase	2,745
Net realized / unrealized losses	1,135
Balance at December 31, 2020	$	3,880

ACQUISITIONS (Tables)

12 Months Ended

Dec. 31, 2020

Business Combination and Asset Acquisition [Abstract]

Schedule of Business Combination and Asset Acquisition


	Total
Cash & cash equivalents	$	196
Accounts receivable	48
Fixed assets	2
Funds held for clients	5,505
Goodwill	5,261
Intangibles	11,853
Total assets acquired	$	22,865

Client fund obligations	$	5,505
Total liabilities assumed	5,505

Net assets acquired	$	17,360

Schedule of Business Combination and Asset Acquisition, Purchase Price Reconciliation

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


	Total
Purchase price	$	13,339
Notes payable	1,177
Custodial hold back	99
Adjustment to fair value of contingent liability	2,745
Fair value of net assets acquired	$	17,360

GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)

12 Months Ended

Dec. 31, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

The following table summarizes the changes in our goodwill:


Balance at Balance at December 31, 2018	$	99,108
Goodwill recognized upon acquisition	4,826
Adjustments to goodwill associated with acquisitions	(177)
Impairment loss	(35,060)
Balance at December 31, 2019	68,697
Goodwill recognized upon acquisition	5,261


Balance at December 31, 2020	$	73,958

Schedule of Finite-Lived Intangible Assets

The gross carrying amount and accumulated amortization of our intangible assets as of December 31, 2020 and 2019 are as follows:


Intangible Assets	Weighted Average Amortization Period (in Years)	2020
		Gross		Accumulated Amortization		Net
Developed Technology	6.6	$	12,001	$	(7,608)	$	4,393
Customer Relationships	8.9	88,310		(28,898)		59,412
Reseller Relationships	7.0	853		(853)		—
Trade Names	3.0	880		(312)		568
Noncompete Agreements	5.2	1,032		(853)		179
	8.5	$	103,076	$	(38,524)	$	64,552


Intangible Assets	Weighted Average Amortization Period (in Years)	2019
		Gross		Accumulated Amortization		Net
Developed Technology	6.0	$	10,001	$	(6,004)	$	3,997
Customer Relationships	8.9	78,558		(19,757)		58,801
Reseller Relationships	7.0	853		(853)		—
Trade Names	3.0	780		(78)		702
Noncompete Agreements	5.2	1,032		(682)		350
	8.5	$	91,224	$	(27,374)	$	63,850

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

The following table summarizes the future estimated amortization expense relating to our intangible assets as of December 31, 2020


Year Ending
2021	$	11,601
2022	11,068
2023	9,942
2024	9,682
2025	8,896
Thereafter	13,363
Total	$	64,552

NOTES PAYABLE (Tables)

12 Months Ended

Dec. 31, 2020

Debt Disclosure [Abstract]

Schedule of Debt

The following table summarizes our outstanding debt as of December 31, 2020 and 2019:1


	Maturity	Stated Interest Rate	2020		2019
Subordinated Notes Payable- acquisitions	1/1/2021 - 7/1/2022	2.00% - 3.00%	$	6,182	$	7,185
PPP Loan - Pinnacle Bank	4/15/2022	1.00%	8,856		—
Term Loan - Wells Fargo term loan	12/31/2024	5.25%	9,875		20,000
Total Notes Payable			$	24,913	$	27,185
Short-term notes payable			$	12,388	$	2,696
Long-term notes payable			$	12,525	$	24,489

—


(1)			Information presented in this table, the table that immediately follows and the last table in this footnote includes principal and interest due under the terms of a promissory note with Pinnacle Bank. This loan was issued to us in connection with the Paycheck Protection Program pursuant to Title I of the Coronavirus Aid, Relief and Economic Security Act. Under the terms of the Paycheck Protection Program, the principal balance and interest due under the promissory note will be forgiven if we meet certain conditions related to the use of the loan proceeds. Under the terms of our promissory note with Pinnacle Bank, we would have been required to make payments on this promissory note in November 2020; however, the Small Business Administration issued guidance, prior to that date, that deferred all payments that would be owed on this loan until after the Small Business Administration makes a decision on our loan forgiveness application. While we expect that the entire loan will be forgiven, we cannot be certain that the Small Business Administration will grant forgiveness of our entire loan. If we do not receive forgiveness of our entire loan, we will be obligated to start making payments on the portion of the principal and interest that is not forgiven so that it will be fully repaid no later than April 15, 2022, unless we are able to negotiate new payment terms with Pinnacle Bank. We filed our initial application for forgiveness in December 2020, and completed our application in early February 2021.

Schedule of Debt And Debt Issuance Costs

The following table summarizes the debt issuance costs as of December 31, 2020 and 2019:


	December 31, 2020
	Gross Notes Payable		Debt Issuance Costs		Net Notes Payable
Notes payable, current portion1	$	12,388	$	(78)	$	12,310
Notes payable, net of current portion2	12,525		(300)		12,225
Total Notes Payable	$	24,913	$	(378)	$	24,535


(1)			Net Notes Payable includes $6,866 of Gross Notes Payables and $0 Debt Issuance Cost and Debt Discount related to our PPP loan with Pinnacle Bank, all or a portion of which we expect will be forgiven and for which we are not obligated to make any payments until the Small Business Administration has made a decision regarding our application for loan forgiveness.
(2)			Net Notes Payable, includes $1,989 of Gross Notes Payables and $0 Debt Issuance Cost and Debt Discount related to our PPP loan with Pinnacle Bank, all or a portion of which we expect will be forgiven and for which we are not obligated to make payments until the Small Business Administration has made a decision regarding our application for loan forgiveness.


	December 31, 2019
	Gross Notes Payable		Debt Issuance Costs		Net Notes Payable
Notes payable, current portion	$	2,696	$	(125)	$	2,571
Notes payable, net of current portion	24,489		(347)		24,142
Total Notes Payable	$	27,185	$	(472)	$	26,713

Schedule of Maturities of Long-term Debt

The following table summarizes the future gross principal payments related to our outstanding debt as of December 31, 2020:


Year Ending
2021	$	12,388
2022	3,400
2023	500
2024	8,625
2025	—
Gross Notes Payable	$	24,913

Schedule of Long-term Debt Instruments


Leverage Ratio	Applicable Margin Relative to Base Rate Loans	Applicable Margin Relative to LIBOR Rate Loans
< 2.00:1.00	2.25% percentage points	3.25% percentage points
≤ 3.00:1.00, and ≥ 2.00:1.00	2.75% percentage points	3.75% percentage points
≥ 3.00:1.00	3.25% percentage points	4.25% 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.

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+ Details

PROPERTY AND EQUIPMENT (Tables)

12 Months Ended

Dec. 31, 2020

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and equipment and related depreciable useful lives as of December 31, 2020 and 2019 are composed of the following:


	2020		2019
Furniture and equipment: 2-5 years	$	6,818	$	7,851
Software development costs	10,308		7,529
Software: 3-5 years	2,808		3,970
Leasehold improvements: shorter of the lease term or life of the improvement	1,658		1,221
Total property and equipment	21,592		20,571
Less accumulated depreciation and amortization	(13,311)		(12,704)
Property and equipment, net	$	8,281	$	7,867

CERTAIN BALANCE SHEET ACCOUNTS (Tables)

12 Months Ended

Dec. 31, 2020

Payables and Accruals [Abstract]

Prepaid Expenses And Other Current Assets

Prepaid expenses and other current assets as of December 31, 2020 and 2019 consist of the following:


	2020	2019
Non-trade receivables related to custodial funds	418	$	4,118
Receivable from sale of Workspace Management	—	1,685
Prepaid expenses	1,394	1,454
Other current assets	1,472	1,294
Total	3,284	$	8,551

Other Accrued Liabilities

Other accrued liabilities as of December 31, 2020 and 2019 consist of the following:


	2020		2019
Income taxes payable	$	—	$	2,608
Accrued expenses and other	1,380		3,948
Total	$	1,380	$	6,556

STOCKHOLDERS' EQUITY (Tables)

12 Months Ended

Dec. 31, 2020

Stockholders' Equity Note [Abstract]

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions

The following table summarizes the weighted average assumptions used to develop their fair value for the year ending December 31, 2020 and 2019:


	2020			2019
Grant date fair value	$	2.44		$	2.65
Risk-free interest rate	0.20		%	1.25		%
Expected volatility	55		%	44		%
Expected life in years	2.85			3.50
Dividend yield	—			—

Schedule of Share-based Compensation, Stock Options, Reserved Shares for Future Issuance, Activity

As of December 31, 2020, we reserved shares of common stock for future issuance under the 2009 Plan and 2018 Plan as follows:


Options and RSUs outstanding			1,713,000
Shares available for future grant			1,244,000
Shares reserved			2,957,000

Share-based Compensation, Stock Options, Activity

The following table summarizes activity related to options during the year ended December 31, 2020.


	Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding at the beginning of the year	1,685,000	$	9.71
Granted	771,000	6.52
Exercised	(130,000)	5.55
Canceled	(1,054,000)	10.06
Outstanding at the end of the year	1,272,000	$	7.92	3.4	$	533
Vested and expected to vest	1,256,000	$	8.55	3.2	$	456
Exercisable	375,000	$	7.91	2.1	$	98

Schedule of Summary of RSUs Activity

The following table summarizes activity related to RSUs during the year ended December 31, 2020.


	Shares	Weighted Average Grant-Date Fair Value
Outstanding at the beginning of the year	70,000	$	11.52
Granted	597,000	5.32
Released	(76,000)	6.86
Forfeited	(150,000)	5.47
Outstanding at the end of the year	441,000	$	5.99

DISCONTINUED OPERATIONS (Tables)

12 Months Ended

Dec. 31, 2020

Discontinued Operations and Disposal Groups [Abstract]

Results from Discontinued Operations

The table below reflects the operating results of the Workspace Management business reported as discontinued operations:


	Year Ended December 31
	2019
Revenue	$	24,619

Income from discontinued operations	$	3,498
Gain on sale of discontinued operations	94,293
Income tax expense	(25,499)
Income from discontinued operations, net of taxes	$	72,292


	Year Ended December 31
	2019
Depreciation and amortization	$	1,060
Provision for doubtful accounts	(87)
Share based compensation	278
Capital expenditures	(417)
Software capitalization	(1,083)
Gain on sale of discontinued operations	(94,293)

- Definition

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

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+ Details

NET LOSS PER SHARE (Tables)

12 Months Ended

Dec. 31, 2020

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The following table sets forth the computation of basic and diluted net loss per common share for the years ended December 31, 2020 and 2019.


	2020		2019
Numerator:
Loss from continuing operations	$	(16,311)	$	(42,291)
Income from discontinued operations	—		72,292
Net income (loss)	$	(16,311)	$	30,001

Denominator:
Weighted-average shares of common stock outstanding, basic and diluted	15,910,000		15,511,000

Basic and diluted income (loss) per share
Loss per share from continuing operations	$	(1.03)	$	(2.73)
Income per share from discontinued operations	0.00		4.66
Income (loss) per share	$	(1.03)	$	1.93

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

Summary of Income Tax Contingencies

The components of pre-tax loss from continuing operations for the years ended December 31, 2020 and 2019 are as follows:


	2020		2019
Domestic	$	(15,974)	$	(66,402)
Foreign	—		—
Total	$	(15,974)	$	(66,402)

Schedule of Effective Income Tax Rate Reconciliation

The components of the provision (benefit) for income taxes attributable to continuing operations for the years ended December 31, 2020 and 2019 are as follows:


	2020		2019
Current:
Federal	$	—	$	(21,697)
State	(214)		(1,899)
Foreign	(1)		42
Total current	(215)		(23,554)

Deferred:
Federal	259		(210)
State	293		(347)
Foreign	—		—
Total deferred	552		(557)
	$	337	$	(24,111)

Schedule of Deferred Tax Assets and Liabilities

Significant components of our deferred taxes at December 31, 2020 and 2019 are as follows:


	2020		2019
Deferred tax assets:
Net operating losses	$	11,570	$	8,004
Research and development credit carryforwards	3,246		3,104
Minimum tax credit carryforwards	—		31
Disallowed interest expense carryforwards	54		—
Stock compensation	258		168
Deferred revenue	148		588
Accrued expenses	590		349
Lease liabilities	1,931		1,905
Goodwill	—		2,132
Other	303		347
	18,100		16,628
Valuation allowance	(6,892)		(5,204)
Net deferred tax assets	11,208		11,424

Deferred tax liabilities:
Acquired intangibles	(5,930)		(7,828)
Fixed assets	(284)		(125)
Capitalized software	(1,524)		(1,353)
Deferred commission	(1,000)		(698)
Right-of-use asset	(1,721)		(1,756)
Goodwill	(1,637)		—
	(12,096)		(11,760)
Net deferred liabilities	$	(888)	$	(336)

Schedule of Components of Income Tax Expense (Benefit)


	2020		2019
Computed at statutory rate	$	(3,355)	$	(13,944)
State taxes, net of federal benefit	(632)		(1,901)
Permanent items and other	(379)		992
Credit carryforwards	(122)		2,014
Foreign income taxed at different rates	—		22
Goodwill impairment	—		3,907
Change in tax carryforwards not benefitted	3,137		(352)
Change in valuation allowance	1,688		(14,849)
	$	337	$	(24,111)

Schedule of Income before Income Tax, Domestic and Foreign

The reconciliation of our unrecognized tax benefits is as follows:


Balance at December 31, 2018	$	1,435
Additions based on tax positions related to the current year	106
Additions for tax positions of prior years	59
Reductions for tax positions of prior years	(744)
Balance at December 31, 2019	$	856
Additions based on tax positions related to the current year	(232)
Additions for tax positions of prior years	19
Reductions for tax positions of prior years	(56)
Balance at December 31, 2020	$	587

LEASES (Tables)

12 Months Ended

Dec. 31, 2020

Leases [Abstract]

Rent Expense Components

The components of the rent expense for the year ended December 31, 2020 were as follows:


Operating lease cost	$	2,153
Sublease income	(117)
Net rent expense	2,036

Supplemental cash flow information related to operating leases for the year ended December 31, 2020 follow:


Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases	$	2,246
Non-cash operating activities:
Operating lease assets obtained in exchange for new operating lease liabilities	$	1,052

Schedule of Future Minimum Lease Payments for Operating Leases

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


			Total Operating Leases
2021			$2,354
2022			1,837
2023			1,142
2024			1,022
2025			828
Thereafter			1,802
Total minimum lease payments			8,985
Less imputed interest			(1,786)
Total lease liabilities			7,199

THE COMPANY - Narrative (Details) $ / shares in Units, $ in Thousands	1 Months Ended			12 Months Ended
	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2019 USD ($)	Apr. 30, 2018 USD ($)	Dec. 31, 2020 USD ($) productLine $ / shares	Jul. 31, 2020 USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of product lines \| productLine				4
Aggregate value of common stock and other securities			$ 175,000	$ 111,760
Receivable from sale of Workspace Management	$ 0	$ 1,685		$ 0
Commitment Offering
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Shares issued \| shares	2,990,000
Public offering price (USD per Share) \| $ / shares	$ 7.25			$ 7.25
Sale of stock, consideration received on transaction	$ 21,700
Workspace Management Software Solutions \| Discontinued Operations, Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Cash proceeds		$ 121,500
Receivable from sale of Workspace Management					$ 1,687

SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	3 Months Ended	9 Months Ended	12 Months Ended
SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Proceeds from customer funds	$ 4,290,000
Customer funds		$ 3,808,000	$ 3,808,000	$ 3,961,000
Dispersed funds		$ 482,000
Property and equipment useful life (in years)			3 years
Impairment of finite lived intangibles			$ 0	0
Impairment of long-lived assets held-for-use			0
Advertising expenses			$ 34,000	$ 64,000
Minimum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Property and equipment useful life (in years)			2 years
Intangible asset useful life (in years)			1 year
Maximum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Property and equipment useful life (in years)			5 years
Intangible asset useful life (in years)			9 years
Hardware
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Term of revenue recognition (in years)			1 year
Maintenance and Support Services \| Minimum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Term of revenue recognition (in years)			1 year
Maintenance and Support Services \| Maximum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Term of revenue recognition (in years)			3 years
Deferred Maintenance, Services and Other \| Minimum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Term of revenue recognition (in years)			1 year
Deferred Maintenance, Services and Other \| Maximum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Term of revenue recognition (in years)			3 years

INVESTMENTS AND FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($) $ in Thousands		12 Months Ended
	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Debt Securities, Available-for-sale [Line Items]
Carrying value	$ 24,913	$ 24,913
Fair Value, Measurements, Recurring \| Money market funds
Debt Securities, Available-for-sale [Line Items]
Funds for clients	63,999	63,999	$ 48,500
Contingent Consideration
Debt Securities, Available-for-sale [Line Items]
Change in fair value of contingent purchase consideration	(1,135)	(1,135)
Funds Held For Clients
Debt Securities, Available-for-sale [Line Items]
Current available-for-sale debt securities	$ 25,919	$ 25,919	$ 24,136

INVESTMENTS AND FAIR VALUE MEASUREMENTS - Available-for-sale Securities (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2020 USD ($) security	Dec. 31, 2019 USD ($)
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	$ 25,315	$ 24,161
Gross unrealized gains	606	23
Gross unrealized losses	(2)	(48)
Aggregate Estimated Fair Value	$ 25,919	24,136
Number of available-for-sale securities in unrealized gain positions \| security	69
Number of available-for-sale securities in unrealized loss positions \| security	2
Unrealized losses	$ (2)
Unrealized losses individually
Debt Securities, Available-for-sale [Line Items]
Unrealized losses	(1)
Certificates of deposit
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	7,370	8,828
Gross unrealized gains	204	11
Gross unrealized losses	0	0
Aggregate Estimated Fair Value	7,574	8,839
Corporate debt securities
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	9,415	6,883
Gross unrealized gains	297	6
Gross unrealized losses	(1)	(9)
Aggregate Estimated Fair Value	9,711	6,880
Municipal bonds
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	7,531	6,383
Gross unrealized gains	103	6
Gross unrealized losses	(1)	(7)
Aggregate Estimated Fair Value	7,633	6,382
US Government agency securities
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	500	1,000
Gross unrealized gains	1	0
Gross unrealized losses	0	0
Aggregate Estimated Fair Value	501	1,000
Asset-backed securities
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	499	1,067
Gross unrealized gains	1	0
Gross unrealized losses	0	(32)
Aggregate Estimated Fair Value	$ 500	$ 1,035

INVESTMENTS AND FAIR VALUE MEASUREMENTS - Schedule of Expected Available-for-sale Securities Maturity (Details) $ in Thousands	Dec. 31, 2020 USD ($)
Fair Value Disclosures [Abstract]
One year or less	$ 5,507
After one year through five years	20,412
After five years through 10 years	0
After 10 years	0
Available-for-sale debt securities total fair value	$ 25,919

INVESTMENTS AND FAIR VALUE MEASUREMENTS - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Funds held for clients
Total	$ 95,122	$ 72,636
Liabilities:
Contingent purchase consideration	3,880
Total	3,880
Quoted Prices in Active Market (Level 1)
Funds held for clients
Total	69,203	48,500
Liabilities:
Contingent purchase consideration	0
Total	0
Significant Other Observable Inputs (Level 2)
Funds held for clients
Total	25,919	24,136
Liabilities:
Contingent purchase consideration	0
Total	0
Significant Unobservable Inputs (Level 3)
Funds held for clients
Total	0	0
Liabilities:
Contingent purchase consideration	3,880
Total	3,880
Money market funds \| Fair Value, Measurements, Recurring
Cash and cash equivalents
Money market funds	5,204
Money market funds \| Fair Value, Measurements, Recurring \| Quoted Prices in Active Market (Level 1)
Cash and cash equivalents
Money market funds	5,204
Money market funds \| Fair Value, Measurements, Recurring \| Significant Other Observable Inputs (Level 2)
Cash and cash equivalents
Money market funds	0
Money market funds \| Fair Value, Measurements, Recurring \| Significant Unobservable Inputs (Level 3)
Cash and cash equivalents
Money market funds	0
Money market funds \| Fair Value, Measurements, Recurring
Funds held for clients
Funds for clients	63,999	48,500
Money market funds \| Fair Value, Measurements, Recurring \| Quoted Prices in Active Market (Level 1)
Funds held for clients
Funds for clients	63,999	48,500
Money market funds \| Fair Value, Measurements, Recurring \| Significant Other Observable Inputs (Level 2)
Funds held for clients
Funds for clients	0	0
Money market funds \| Fair Value, Measurements, Recurring \| Significant Unobservable Inputs (Level 3)
Funds held for clients
Funds for clients	0	0
Available-for-sale securities \| Fair Value, Measurements, Recurring
Funds held for clients
Funds for clients	25,919	24,136
Available-for-sale securities \| Fair Value, Measurements, Recurring \| Quoted Prices in Active Market (Level 1)
Funds held for clients
Funds for clients	0	0
Available-for-sale securities \| Fair Value, Measurements, Recurring \| Significant Other Observable Inputs (Level 2)
Funds held for clients
Funds for clients	25,919	24,136
Available-for-sale securities \| Fair Value, Measurements, Recurring \| Significant Unobservable Inputs (Level 3)
Funds held for clients
Funds for clients	$ 0	$ 0

INVESTMENTS AND FAIR VALUE MEASUREMENTS - Contingent Purchase Obligation (Details) - Contingent Consideration - USD ($) $ in Thousands		12 Months Ended
	Dec. 31, 2020	Dec. 31, 2020
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance		$ 0
Purchase		2,745
Net realized / unrealized losses	$ 1,135	1,135
Ending balance	$ 3,880	$ 3,880

ACQUISITIONS - Narrative (Details) $ in Thousands	1 Months Ended			12 Months Ended
ACQUISITIONS - Narrative (Details) $ in Thousands	Dec. 31, 2020 USD ($) business	Jul. 31, 2020 USD ($)	Jan. 31, 2020 USD ($)	Dec. 31, 2020 USD ($)	Sep. 30, 2020 USD ($)	Dec. 31, 2019 USD ($)
Business Acquisition [Line Items]
Contingent purchase obligation	$ 3,880			$ 3,880		$ 0
2020 Acquisition
Business Acquisition [Line Items]
Intangibles				11,853
July 2020
Business Acquisition [Line Items]
Purchase price		$ 4,250
Contingent purchase obligation	3,880			3,880	$ 2,745
December 2020
Business Acquisition [Line Items]
Purchase price	$ 8,212
Number of businesses acquired \| business	2
Payments to acquire business	$ 7,365
Promissory note	$ 847
January 2020
Business Acquisition [Line Items]
Asset acquisition, purchase price			$ 2,153
Cash payments for asset acquisition			1,724
Custodial hold back			99
Promissory note			$ 330
Customer Relationships \| 2020 Acquisition
Business Acquisition [Line Items]
Intangibles				9,753
Developed Technology \| 2020 Acquisition
Business Acquisition [Line Items]
Intangibles				2,000
Trade Names \| 2020 Acquisition
Business Acquisition [Line Items]
Intangibles				$ 100

ACQUISITIONS - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Schedule of Business Combination and Asset Acquisition [Line Items]
Goodwill	$ 5,261	$ 4,826
2020 Acquisition
Schedule of Business Combination and Asset Acquisition [Line Items]
Cash & cash equivalents	196
Accounts receivable	48
Fixed assets	2
Funds held for clients	5,505
Goodwill	5,261
Intangibles	11,853
Total assets acquired	22,865
Client fund obligations	5,505
Total liabilities assumed	5,505
Net assets acquired	$ 17,360

ACQUISITIONS - Schedule of Business Acquisitions, by Acquisition (Details) - 2020 Acquisition $ in Thousands	12 Months Ended
	Dec. 31, 2020 USD ($)
Schedule of Business Combination and Asset Acquisition [Line Items]
Purchase price	$ 13,339
Notes payable	1,177
Custodial hold back	99
Adjustment to fair value of contingent liability	2,745
Fair value of net assets acquired	$ 17,360

GOODWILL AND OTHER INTANGIBLE ASSETS - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Finite-Lived Intangible Assets [Line Items]
Impairment of goodwill	$ 0	$ 35,060,000
Amortization of intangible assets	9,547,000	11,765,000
Amortization expenses	1,604,000	$ 1,994,000
Human Capital Management
Finite-Lived Intangible Assets [Line Items]
Impairment of goodwill	$ 0
Minimum
Finite-Lived Intangible Assets [Line Items]
Intangible asset useful life (in years)	1 year
Maximum
Finite-Lived Intangible Assets [Line Items]
Intangible asset useful life (in years)	9 years

GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill, balance	$ 68,697	$ 99,108
Goodwill recognized upon acquisition	5,261	4,826
Adjustments to goodwill associated with acquisitions		(177)
Impairment loss	0	(35,060)
Goodwill, balance	$ 73,958	$ 68,697

GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Finite-Lived Intangible Assets [Line Items]
Weighted Average Amortization Period (in Years)	8 years 6 months	8 years 6 months
Gross	$ 103,076	$ 91,224
Accumulated Amortization	(38,524)	(27,374)
Net	$ 64,552	$ 63,850
Developed Technology
Finite-Lived Intangible Assets [Line Items]
Weighted Average Amortization Period (in Years)	6 years 7 months 6 days	6 years
Gross	$ 12,001	$ 10,001
Accumulated Amortization	(7,608)	(6,004)
Net	$ 4,393	$ 3,997
Customer Relationships
Finite-Lived Intangible Assets [Line Items]
Weighted Average Amortization Period (in Years)	8 years 10 months 24 days	8 years 10 months 24 days
Gross	$ 88,310	$ 78,558
Accumulated Amortization	(28,898)	(19,757)
Net	$ 59,412	$ 58,801
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)
Net	$ 0	$ 0
Trade Names
Finite-Lived Intangible Assets [Line Items]
Weighted Average Amortization Period (in Years)	3 years	3 years
Gross	$ 880	$ 780
Accumulated Amortization	(312)	(78)
Net	$ 568	$ 702
Noncompete Agreements
Finite-Lived Intangible Assets [Line Items]
Weighted Average Amortization Period (in Years)	5 years 2 months 12 days	5 years 2 months 12 days
Gross	$ 1,032	$ 1,032
Accumulated Amortization	(853)	(682)
Net	$ 179	$ 350

GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Expected Amortization Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
2021	$ 11,601
2022	11,068
2023	9,942
2024	9,682
2025	8,896
Thereafter	13,363
Net	$ 64,552	$ 63,850

NOTES PAYABLE - Schedule of Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Debt Instrument [Line Items]
Gross Notes Payable	$ 24,913	$ 27,185
Short-term notes payable	12,388	2,696
Long-term notes payable	12,525	24,489
Notes Payable, Other Payables
Debt Instrument [Line Items]
Gross Notes Payable	$ 6,182	7,185
Notes Payable, Other Payables \| Minimum
Debt Instrument [Line Items]
Stated interest rate	200.00%
Notes Payable, Other Payables \| Maximum
Debt Instrument [Line Items]
Stated interest rate	300.00%
Notes Payable to Banks \| Pinnacle Bank
Debt Instrument [Line Items]
Gross Notes Payable	$ 8,856	0
Stated interest rate	1.00%
Notes Payable to Banks \| Wells Fargo Term Loan
Debt Instrument [Line Items]
Gross Notes Payable	$ 9,875	$ 20,000
Stated interest rate	5.25%

NOTES PAYABLE - Schedule of Debt and Debt Issuance Costs (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Debt Instrument [Line Items]
Gross notes payable, current portion	$ 12,388	$ 2,696
Gross notes payable, net of current portion	12,525	24,489
Gross Notes Payable	24,913	27,185
Debt issuance costs and debt discount, current portion	(78)	(125)
Debt issuance costs and debt discount, net of current portion	(300)	(347)
Debt Issuance Costs	(378)	(472)
Net notes payable, current portion	12,310	2,571
Net notes payable, net of current portion	12,225	24,142
Net Notes Payable	24,535	26,713
Debt issuance costs and debt discount, current portion	78	125
Debt issuance costs and debt discount, net of current portion	300	$ 347
Pinnacle Bank
Debt Instrument [Line Items]
Debt issuance costs and debt discount, current portion	0
Debt issuance costs and debt discount, net of current portion	0
Notes payable to bank, current	6,866
Notes payable to bank, noncurrent	1,989
Debt issuance costs and debt discount, current portion	0
Debt issuance costs and debt discount, net of current portion	$ 0

NOTES PAYABLE - Narrative (Details)		12 Months Ended
NOTES PAYABLE - Narrative (Details)	Aug. 10, 2020 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Debt Instrument [Line Items]
Amount outstanding		$ 0	$ 0
Revolving Credit Facility \| Credit Agreement
Debt Instrument [Line Items]
Maximum borrowing capacity			10,000,000
Remaining borrowing capacity		4,500,000	10,000,000
Revolving Credit Facility \| Credit Agreement And Our Amended And Restated Guaranty And Security Agreement
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 5,000,000
Repayments of debt	5,000,000
Medium-term Notes \| Credit Agreement
Debt Instrument [Line Items]
Maximum borrowing capacity			20,000,000
Medium-term Notes \| Credit Agreement And Our Amended And Restated Guaranty And Security Agreement
Debt Instrument [Line Items]
Maximum borrowing capacity	10,000,000
Repayments of debt	9,750,000
Current borrowing capacity	15,000,000
Amendment fee	225,000
PPP Loan \| Pinnacle Bank \| Maximum
Debt Instrument [Line Items]
Unforgiven debt		3,250,000
Monthly periodic payments		$ 185,000
Periodic Payment One
Debt Instrument [Line Items]
Periodic payment	125,000
Periodic Payment Two
Debt Instrument [Line Items]
Periodic payment	250,000
Debt Instrument Covenant, Period One \| Revolving Credit Facility \| Credit Agreement
Debt Instrument [Line Items]
EBITDA			3,750,000
Debt Instrument Covenant, Period One \| Revolving Credit Facility \| Third Restated Credit Agreement
Debt Instrument [Line Items]
EBITDA	$ 3,750,000
Leverage ratio	3.50
Fixed charge coverage ratio	1.00
Debt Instrument Covenant, Period Two \| Revolving Credit Facility \| Credit Agreement
Debt Instrument [Line Items]
EBITDA			4,850,000
Debt Instrument Covenant, Period Two \| Revolving Credit Facility \| Third Restated Credit Agreement
Debt Instrument [Line Items]
EBITDA	$ 4,850,000
Leverage ratio	3.25
Fixed charge coverage ratio	1.50
Debt Instrument Covenant, Period Three \| Revolving Credit Facility \| Credit Agreement
Debt Instrument [Line Items]
EBITDA			$ 5,950,000
Debt Instrument Covenant, Period Three \| Revolving Credit Facility \| Third Restated Credit Agreement
Debt Instrument [Line Items]
EBITDA	$ 5,950,000
Leverage ratio	2.50
Fixed charge coverage ratio	1.60
Debt Instrument Covenant, Period Four \| Revolving Credit Facility \| Third Restated Credit Agreement
Debt Instrument [Line Items]
Fixed charge coverage ratio	2.00

NOTES PAYABLE - Schedule of Maturities of Long-term Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Debt Disclosure [Abstract]
2021	$ 12,388
2022	3,400
2023	500
2024	8,625
2025	0
Gross Notes Payable	$ 24,913	$ 27,185

NOTES PAYABLE - Schedule of Applicable Margin Rates (Details)	12 Months Ended
	Dec. 31, 2020
Less than 2 to 1 \| Maximum
Debt Instrument [Line Items]
Leverage ratio	2.00
Greater than 2 to1 and Less than 3 to 1 \| Minimum
Debt Instrument [Line Items]
Leverage ratio	2.00
Greater than 2 to1 and Less than 3 to 1 \| Maximum
Debt Instrument [Line Items]
Leverage ratio	3.00
More than 3 to 1 \| Minimum
Debt Instrument [Line Items]
Leverage ratio	3.00
Applicable Margin Relative to Base Rate Loans \| Less than 2 to 1
Debt Instrument [Line Items]
Debt instrument ratios	2.25%
Applicable Margin Relative to Base Rate Loans \| Greater than 2 to1 and Less than 3 to 1
Debt Instrument [Line Items]
Debt instrument ratios	2.75%
Applicable Margin Relative to Base Rate Loans \| More than 3 to 1
Debt Instrument [Line Items]
Debt instrument ratios	3.25%
Applicable Margin Relative to LIBOR Rate Loans \| Less than 2 to 1
Debt Instrument [Line Items]
Debt instrument ratios	3.25%
Applicable Margin Relative to LIBOR Rate Loans \| Greater than 2 to1 and Less than 3 to 1
Debt Instrument [Line Items]
Debt instrument ratios	3.75%
Applicable Margin Relative to LIBOR Rate Loans \| More than 3 to 1
Debt Instrument [Line Items]
Debt instrument ratios	4.25%

PROPERTY AND EQUIPMENT - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 21,592	$ 20,571
Less accumulated depreciation and amortization	(13,311)	(12,704)
Property and equipment, net	$ 8,281	7,867
Property and equipment useful life (in years)	3 years
Minimum
Property, Plant and Equipment [Line Items]
Property and equipment useful life (in years)	2 years
Maximum
Property, Plant and Equipment [Line Items]
Property and equipment useful life (in years)	5 years
Furniture and equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 6,818	7,851
Furniture and equipment \| Minimum
Property, Plant and Equipment [Line Items]
Property and equipment useful life (in years)	2 years
Furniture and equipment \| Maximum
Property, Plant and Equipment [Line Items]
Property and equipment useful life (in years)	5 years
Software development costs
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 10,308	7,529
Software
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 2,808	3,970
Software \| Minimum
Property, Plant and Equipment [Line Items]
Property and equipment useful life (in years)	3 years
Software \| Maximum
Property, Plant and Equipment [Line Items]
Property and equipment useful life (in years)	5 years
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 1,658	$ 1,221

PROPERTY AND EQUIPMENT - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Abstract]
Depreciation	$ 3,504	$ 2,370
Property and equipment useful life (in years)	3 years
Capitalized software development costs	$ 2,780	$ 2,756

CERTAIN BALANCE SHEET ACCOUNTS - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Payables and Accruals [Abstract]
Non-trade receivables related to custodial funds	$ 418	$ 4,118
Receivable from sale of Workspace Management	0	1,685
Prepaid expenses	1,394	1,454
Other current assets	1,472	1,294
Total	$ 3,284	$ 8,551

CERTAIN BALANCE SHEET ACCOUNTS - Other Accrued Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Payables and Accruals [Abstract]
Income taxes payable	$ 0	$ 2,608
Accrued expenses and other	1,380	3,948
Total	$ 1,380	$ 6,556

STOCKHOLDERS' EQUITY - Narrative (Details) $ / shares in Units, $ in Thousands	1 Months Ended					12 Months Ended
	Dec. 31, 2020 USD ($) $ / shares shares	May 31, 2020 shares	Jan. 31, 2020 shares	May 31, 2019 shares	Apr. 30, 2018 USD ($)	Dec. 31, 2020 USD ($) plan $ / shares shares	Dec. 31, 2019 USD ($) $ / shares	Mar. 10, 2020 USD ($) shares	Mar. 09, 2020 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Aggregate value of common stock and other securities \| $					$ 175,000	$ 111,760
Value of unsold securities on current effective registration statements \| $					$ 60,000
Value of additional shares authorized \| $								$ 5,000
Shares repurchase authorized (in shares)									364,446
Number of active equity plans \| plan						1
Shares available for future grant (in shares)	1,244,000					1,244,000		364,446
Options granted (in shares)						771,000
Share-based compensation \| $						$ 2,365	$ 2,268
Exercised in period, intrinsic value \| $						205	$ 356
Unrecognized compensation costs \| $	$ 2,563					$ 2,563
Period of recognition of unrecognized compensation costs (in years)						1 year 9 months
Commitment Offering
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued	2,990,000
Public offering price (USD per Share) \| $ / shares	$ 7.25					$ 7.25
Sale of stock, consideration received on transaction \| $	$ 21,700
The 2018 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for future grant (in shares)	750,000					750,000
Options granted (in shares)						1,713,000
The 2018 Plan \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)						3 years
Award expiration period (in years)						5 years
The 2018 Plan \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)						4 years
Award expiration period (in years)						10 years
2018 Plan Amendment
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Additional shares authorized (in shares)		1,000,000		600,000
Offer Exchange Program
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding (in USD per Share) \| $ / shares							$ 8.50
Number of shares underlying an eligible option in exchange for one new RSU (in shares)							2.5
Options purchased (in shares)			467,500
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted in exchange (in shares)						597,000
Unrecognized compensation costs \| $	$ 2,238					$ 2,238
Period of recognition of unrecognized compensation costs (in years)						2 years 3 months 25 days
Vested in period, fair value \| $						$ 528	$ 430
Restricted Stock Units (RSUs) \| Offer Exchange Program
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted in exchange (in shares)			187,000

STOCKHOLDERS' EQUITY - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details) - $ / shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Stockholders' Equity Note [Abstract]
Grant date fair value (in USD per share)	$ 2.44	$ 2.65
Risk-free interest rate	0.20%	1.25%
Expected volatility rate	55.00%	44.00%
Expected life in years	2 years 10 months 6 days	3 years 6 months
Expected dividend yield rate	0.00%	0.00%

STOCKHOLDERS' EQUITY - Schedule of Share-based Compensation, Stock Options Reserved for Future Issuance (Details) - shares	Dec. 31, 2020	Mar. 10, 2020
Stockholders' Equity Note [Abstract]
Options and RSUs outstanding (in shares)	1,713,000
Shares available for future grant (in shares)	1,244,000	364,446
Shares reserved (in shares)	2,957,000

STOCKHOLDERS' EQUITY - Schedule of Share-based Compensation, Stock Options, Activity (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2020 USD ($) $ / shares shares
Shares
Outstanding at the beginning of the year (in shares) \| shares	1,685,000
Granted (in shares) \| shares	771,000
Exercised (in shares) \| shares	(130,000)
Canceled (in shares) \| shares	(1,054,000)
Outstanding at the end of the year (in shares) \| shares	1,272,000
Vested and expected to vest (in shares) \| shares	1,256,000
Exercisable (in shares) \| shares	375,000
Weighted Average Exercise Price
Outstanding at the beginning of the year (in USD per share) \| $ / shares	$ 9.71
Granted (in USD per share) \| $ / shares	6.52
Exercised (in USD per share) \| $ / shares	5.55
Canceled (in USD per share) \| $ / shares	10.06
Outstanding at the end of the year (in USD per share) \| $ / shares	7.92
Vested and expected to vest (in USD per share) \| $ / shares	8.55
Exercisable (in USD per share) \| $ / shares	$ 7.91
Additional Disclosures
Outstanding weighted average remaining contractual term (in years)	3 years 4 months 24 days
Vested and expected to vest weighted average remaining contractual term (in years)	3 years 2 months 12 days
Exercisable weighted average remaining contractual term (in years)	2 years 1 month 6 days
Outstanding, aggregate intrinsic value \| $	$ 533
Vested and expected to vest, aggregate intrinsic value \| $	456
Exercisable, aggregate intrinsic value \| $	$ 98

STOCKHOLDERS' EQUITY - Schedule of Share-based Compensation, RSUs (Details) - Restricted Stock Units (RSUs)	12 Months Ended
	Dec. 31, 2020 $ / shares shares
Shares
Outstanding at the beginning of the year (in shares) \| shares	70,000
Granted (in shares) \| shares	597,000
Released (in shares) \| shares	(76,000)
Forfeited (in shares) \| shares	(150,000)
Outstanding at the end of the year (in shares) \| shares	441,000
Weighted Average Grant-Date Fair Value
Outstanding at the beginning of the year (in USD per share) \| $ / shares	$ 11.52
Granted (in USD per share) \| $ / shares	5.32
Released (in USD per share) \| $ / shares	6.86
Forfeited (in USD per share) \| $ / shares	5.47
Outstanding at the end of the year (in USD per share) \| $ / shares	$ 5.99

EMPLOYEE BENEFIT PLANS - Narrative (Details) - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Number of shares reserved for issuance under ESPP (in shares)	475,000
Postemployment Retirement Benefits
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Contributions by employer	$ 124	$ 814
Maximum
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Discount from market price (as a percent)	15.00%

- Definition

Amount of contribution received by defined benefit plan from employer which increases plan assets.

+ References + Details

CONTRACTS WITH CUSTOMERS AND REVENUE CONCENTRATION - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Allowance for doubtful accounts	$ 771	$ 904
Net receivables from contracts with customers	4,852	4,808
Deferred commissions costs	3,792	2,697
Amortization of deferred sales commissions	906	$ 1,398
Deferred revenue	3,783
Revenue expected from remaining performance obligations	$ 31,503
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Percentage of revenue expected from remaining performance obligation, Percentage	71.00%
Expected timing for remaining performance obligation (in months)	12 months

DISCONTINUED OPERATIONS - Narrative (Details) - USD ($) $ in Thousands	1 Months Ended
	Dec. 31, 2019	Dec. 31, 2020	Jul. 31, 2020
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Receivable from sale of Workspace Management	$ 1,685	$ 0
Workspace Management Software Solutions \| Discontinued Operations, Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Cash proceeds	$ 121,500
Receivable from sale of Workspace Management			$ 1,687

DISCONTINUED OPERATIONS - Operating Results of Discontinued Operations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Income from discontinued operations	$ 0	$ 3,498
Gain on sale of discontinued operations	0	94,293
Income tax expense	0	(25,499)
Gain on discontinued operations, net of taxes	$ 0	72,292
Discontinued Operations, Disposed of by Sale \| Workspace Management Software Solutions
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenue		24,619
Income from discontinued operations		3,498
Gain on sale of discontinued operations		94,293
Income tax expense		(25,499)
Gain on discontinued operations, net of taxes		$ 72,292

- Definition

Amount of tax expense (benefit) related to a discontinued operation. Includes, but is not limited to, tax expense (benefit) related to income (loss) from operations during the phase-out period, tax expense (benefit) related to gain (loss) on disposal, tax expense (benefit) related to gain (loss) for reversal of write-down (write-down) to fair value, less cost to sell, and tax expense (benefit) related to adjustments of a prior period gain (loss) on disposal.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 45
-Paragraph 3B
-URI http://asc.fasb.org/extlink&oid=109222160&loc=SL51721525-107759

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 20
-Section 45
-Paragraph 2
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=120385591&loc=d3e38679-109324

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
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- Definition

Amount after tax of income (loss) from a discontinued operation including the portion attributable to the noncontrolling interest. Includes, but is not limited to, the income (loss) from operations during the phase-out period, gain (loss) on disposal, gain (loss) for reversal of write-down (write-down) to fair value, less cost to sell, and adjustments to a prior period gain (loss) on disposal.

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+ Details

DISCONTINUED OPERATIONS - Schedule of Expenses and Non-Cash Items (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain on sale of discontinued operations	$ 0	$ (94,293)
Workspace Management Software Solutions \| Discontinued Operations, Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Depreciation and amortization		1,060
Provision for doubtful accounts		(87)
Share based compensation		278
Capital expenditures		(417)
Software capitalization		(1,083)
Gain on sale of discontinued operations		$ (94,293)

NET LOSS PER SHARE - Components of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Numerator
Loss from continuing operations	$ (16,311)	$ (42,291)
Income from discontinued operations	0	72,292
Net income (loss)	$ (16,311)	$ 30,001
Denominator
Weighted-average shares of common stock outstanding, basic and diluted (in shares)	15,910	15,511
Basic and diluted income (loss) per share
Basic and diluted loss from continuing operations (in USD per share)	$ (1.03)	$ (2.73)
Basic and diluted income from discontinuing operations (in USD per share)	0.00	4.66
Basic and diluted income (loss) (in USD per share)	$ (1.03)	$ 1.93

NET LOSS PER SHARE - Narrative (Details) - shares shares in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Equity Option
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded (in Shares)	1,713	1,756

INCOME TAXES - Summary of Income Tax Contingencies (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Domestic	$ (15,974)	$ (66,402)
Foreign	0	0
Loss from continuing operations before income taxes	$ (15,974)	$ (66,402)

INCOME TAXES - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Current:
Federal	$ 0	$ (21,697)
State	(214)	(1,899)
Foreign	(1)	42
Total current	(215)	(23,554)
Deferred:
Federal	259	(210)
State	293	(347)
Foreign	0	0
Total deferred	552	(557)
Income tax expense (benefit)	$ 337	$ (24,111)

INCOME TAXES - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Deferred tax assets:
Net operating losses	$ 11,570	$ 8,004
Research and development credit carryforwards	3,246	3,104
Minimum tax credit carryforwards	0	31
Disallowed interest expense carryforwards	54	0
Stock compensation	258	168
Deferred revenue	148	588
Accrued expenses	590	349
Lease liabilities	1,931	1,905
Goodwill	0	2,132
Other	303	347
Gross current deferred tax assets	18,100	16,628
Valuation allowance	(6,892)	(5,204)
Net deferred tax assets	11,208	11,424
Deferred tax liabilities:
Acquired intangibles	(5,930)	(7,828)
Fixed assets	(284)	(125)
Capitalized software	(1,524)	(1,353)
Deferred commission	(1,000)	(698)
Right-of-use asset	(1,721)	(1,756)
Goodwill	(1,637)	0
Gross noncurrent deferred tax assets	(12,096)	(11,760)
Net deferred liabilities	$ (888)	$ (336)

INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Income Tax Examination [Line Items]
Operating loss carryforwards	$ 48,435
Deferred research and development credit carryforwards	3,579
Carryforwards indefinitely	$ 16,962
Maximum percentage of taxable income offset by carryforward allowed	80.00%
Increase in valuation allowance	$ 1,688
Unrecognized tax benefits	587	$ 856	$ 1,435
Unrecognized tax benefit that would impact effective tax rate	15
Interest and penalties	$ 0
Minimum
Income Tax Examination [Line Items]
Carryforwards expiration year	2021
Maximum
Income Tax Examination [Line Items]
Carryforwards expiration year	2040

INCOME TAXES - Schedule of Components of Income Tax Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Computed at statutory rate	$ (3,355)	$ (13,944)
State taxes, net of federal benefit	(632)	(1,901)
Permanent items and other	(379)	992
Credit carryforwards	(122)	2,014
Foreign income taxed at different rates	0	22
Goodwill impairment	0	3,907
Change in tax carryforwards not benefitted	3,137	(352)
Change in valuation allowance	1,688	(14,849)
Income tax expense (benefit)	$ 337	$ (24,111)

INCOME TAXES - Schedule of Income Before Income Tax, Domestic and Foreign (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Balance	$ 856	$ 1,435
Additions based on tax positions related to the current year		106
Additions for tax positions of prior years	19	59
Reductions for tax positions of prior years	(56)	(744)
Additions based on tax positions related to the current year	(232)
Balance	$ 587	$ 856

LEASES - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Lessee, Lease, Description [Line Items]
Total lease liabilities	$ 7,199
Operating lease liabilities, current	1,833	$ 1,575
Operating lease assets, net	$ 6,450	$ 6,963
Incremental borrowing rate	10.00%
Weighted average remaining lease term for operating leases (in years)	5 years
Minimum
Lessee, Lease, Description [Line Items]
Operating lease, term of contract (in years)	1 year
Maximum
Lessee, Lease, Description [Line Items]
Operating lease, term of contract (in years)	10 years

LEASES - Rent Expense Components (Details) $ in Thousands	12 Months Ended
LEASES - Rent Expense Components (Details) $ in Thousands	Dec. 31, 2020 USD ($)
Leases [Abstract]
Operating lease cost	$ 2,153
Sublease income	(117)
Net rent expense	$ 2,036

LEASES - Supplemental Cash Flow Information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2020 USD ($)
Leases [Abstract]
Operating cash outflows from operating leases	$ 2,246
Operating lease assets obtained in exchange for new operating lease liabilities	$ 1,052

LEASES - Schedule of Future Minimum Lease Payments for Operating Leases (Details) $ in Thousands	Dec. 31, 2020 USD ($)
Leases [Abstract]
2021	$ 2,354
2022	1,837
2023	1,142
2024	1,022
2025	828
Thereafter	1,802
Total minimum lease payments	8,985
Less imputed interest	(1,786)
Total lease liabilities	$ 7,199