0000884144-21-000023 | 10-Q | XBRL Viewer

Document And Entity Information - shares	9 Months Ended
Document And Entity Information - shares	Sep. 30, 2021	Nov. 05, 2021
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2021
Document Transition Report	false
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 Texas Hwy #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 Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		19,968,512
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0000884144
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Entity File Number	1-34522
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

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) shares in Thousands, $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 11,506	$ 28,577
Accounts receivable, net of allowance for doubtful accounts of $2,730 and $2,194 at September 30, 2021 and December 31, 2020, respectively	4,595	3,848
Inventory	303	449
Prepaid expenses and other current assets	13,356	2,866
Total current assets before funds held for clients	29,760	35,740
Funds held for clients	174,754	321,069
Total current assets	204,514	356,809
Property and equipment, net	8,764	8,281
Goodwill	86,114	73,958
Intangible assets, net	82,385	64,552
Operating lease assets, net	6,170	6,450
Other assets, net	4,129	3,952
Total assets	392,076	514,002
Current liabilities:
Current portion of notes payable	1,914	12,310
Accounts payable	1,299	1,288
Accrued compensation and benefits	2,675	2,916
Operating lease liabilities, current	1,717	1,833
Other accrued liabilities	1,775	1,380
Contingent purchase consideration	1,905	3,880
Deferred revenue	1,501	4,416
Total current liabilities before client fund obligations	12,786	28,023
Client fund obligations	174,372	320,578
Total current liabilities	187,158	348,601
Long-term liabilities:
Deferred revenue	51	111
Deferred tax liability	1,446	888
Notes payable, net of current portion	32,800	12,225
Operating lease liabilities, noncurrent	5,044	5,366
Contingent purchase consideration	3,038	0
Other liabilities	600	1,157
Total long-term liabilities	42,979	19,747
Total liabilities	230,137	368,348
Stockholders’ equity:
Preferred stock, $0.01 par value; 1,500 shares authorized; none issued or outstanding	0	0
Common stock, $0.01 par value; 44,000 shares authorized; 20,352 and 19,354 shares issued, 19,968 and 18,970 shares outstanding at September 30, 2021 and December 31, 2020, respectively	204	193
Treasury stock at cost, 384 shares at September 30, 2021 and December 31, 2020	(5,017)	(5,017)
Additional paid-in capital	428,894	419,827
Accumulated deficit	(262,459)	(269,953)
Accumulated other comprehensive income	317	604
Total stockholders’ equity	161,939	145,654
Total liabilities and stockholders’ equity	$ 392,076	$ 514,002
Common stock, shares authorized	44,000	44,000

CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) shares in Thousands, $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 2,730	$ 2,194
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	1,500	1,500
Preferred stock, shares outstanding	0	0
Preferred stock, shares issued	0	0
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	44,000	44,000
Common stock, shares issued	20,352	19,354
Common stock, shares outstanding	19,968	18,970
Treasury stock, shares	384	384
Contingent purchase consideration	$ 3,038	$ 0

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Revenue:
Total revenue	$ 17,981	$ 16,015	$ 54,951	$ 49,077
Cost of Sales	7,113	6,942	21,646	20,790
Gross profit	10,868	9,073	33,305	28,287
Operating expenses:
Sales and marketing	3,897	3,573	11,130	9,917
General and administrative	7,005	5,947	20,324	16,484
Research and development	1,505	1,805	3,972	4,356
Amortization of intangible assets	2,534	2,424	7,590	7,122
Total operating expenses	14,941	13,749	43,016	37,879
Loss from operations	(4,073)	(4,676)	(9,711)	(9,592)
Interest income (expense) and other, net	(530)	(397)	(977)	(930)
(Loss) gain on extinguishment of debt	(342)	(11)	8,312	123
Other Income	10,533	0	10,533	0
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest	5,588	(5,084)	8,157	(10,399)
Income tax expense (benefit)	260	(325)	663	71
Net income (loss)	5,328	(4,759)	7,494	(10,470)
Other comprehensive (loss) income:
Unrealized (loss) gain on marketable securities	(79)	11	(287)	638
Comprehensive income (loss)	$ 5,249	$ (4,748)	$ 7,207	$ (9,832)
Basic and diluted earnings (loss) per share
Basic (in Dollars per share)	$ 0.28	$ (0.30)	$ 0.39	$ (0.66)
Diluted (in Dollars per share)	$ 0.28	$ (0.30)	$ 0.39	$ (0.66)
Weighted average basic and diluted shares
Basic (in shares)	19,182,000	15,873,000	19,083,000	15,793,000
Diluted (in shares)	19,330,000	15,873,000	19,243,000	15,793,000
Recurring
Revenue:
Total revenue	$ 16,374	$ 15,273	$ 51,688	$ 47,442
Professional services, hardware and other
Revenue:
Total revenue	$ 1,607	$ 742	$ 3,263	$ 1,635

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Common Stock	Treasury Stock	Additional Paid-in Capital	Accumulated Deficit	Other Comprehensive Income (Loss)
BALANCE at beginning of period (in shares) at Dec. 31, 2019		15,714,000
BALANCE at beginning of period 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)		29,000
Stock issued upon option exercise and vesting of restricted stock units	106			106
Share based compensation	438			438
Net loss	(1,767)				(1,767)
Other comprehensive loss	65					65
BALANCE at end of period (in shares) at Mar. 31, 2020		15,743,000
BALANCE at end of period at Mar. 31, 2020	136,421	$ 161	(5,017)	396,646	(255,409)	40
BALANCE at beginning of period (in shares) at Dec. 31, 2019		15,714,000
BALANCE at beginning of period at Dec. 31, 2019	137,579	$ 161	(5,017)	396,102	(253,642)	(25)
Net loss	(10,470)
BALANCE at end of period (in shares) at Sep. 30, 2020		15,900,000
BALANCE at end of period at Sep. 30, 2020	130,096	$ 163	(5,017)	398,449	(264,112)	613
BALANCE at beginning of period (in shares) at Mar. 31, 2020		15,743,000
BALANCE at beginning of period at Mar. 31, 2020	136,421	$ 161	(5,017)	396,646	(255,409)	40
Stock issued upon option exercise and vesting of restricted stock units (in shares)		66,000
Stock issued upon option exercise and vesting of restricted stock units	302	$ 1		301
Stock issued, ESPP (in shares)		32,000
Stock issued, ESPP	157			157
Share based compensation	588			588
Net loss	(3,944)				(3,944)
Other comprehensive loss	562					562
BALANCE at end of period (in shares) at Jun. 30, 2020		15,841,000
BALANCE at end of period at Jun. 30, 2020	$ 134,086	$ 162	(5,017)	397,692	(259,353)	602
Stock issued upon option exercise and vesting of restricted stock units (in shares)	58,000	59,000
Stock issued upon option exercise and vesting of restricted stock units	$ 51	$ 1		50
Share based compensation	707			707
Net loss	(4,759)				(4,759)
Other comprehensive loss	11					11
BALANCE at end of period (in shares) at Sep. 30, 2020		15,900,000
BALANCE at end of period at Sep. 30, 2020	130,096	$ 163	(5,017)	398,449	(264,112)	613
BALANCE at beginning of period (in shares) at Dec. 31, 2020		18,970,000
BALANCE at beginning of period at Dec. 31, 2020	145,654	$ 193	(5,017)	419,827	(269,953)	604
Stock issued upon option exercise and vesting of restricted stock units (in shares)		51,000
Stock issued upon option exercise and vesting of restricted stock units	132	$ 1		131
Share based compensation	626			626
Share issuance costs	(23)			(23)
Net loss	(1,598)				(1,598)
Other comprehensive loss	(139)					(139)
BALANCE at end of period (in shares) at Mar. 31, 2021		19,021,000
BALANCE at end of period at Mar. 31, 2021	144,652	$ 194	(5,017)	420,561	(271,551)	465
BALANCE at beginning of period (in shares) at Dec. 31, 2020		18,970,000
BALANCE at beginning of period at Dec. 31, 2020	145,654	$ 193	(5,017)	419,827	(269,953)	604
Net loss	7,494
BALANCE at end of period (in shares) at Sep. 30, 2021		19,968,000
BALANCE at end of period at Sep. 30, 2021	161,939	$ 204	(5,017)	428,894	(262,459)	317
BALANCE at beginning of period (in shares) at Mar. 31, 2021		19,021,000
BALANCE at beginning of period at Mar. 31, 2021	144,652	$ 194	(5,017)	420,561	(271,551)	465
Stock issued upon option exercise and vesting of restricted stock units (in shares)		49,000
Stock issued upon option exercise and vesting of restricted stock units	189	$ 1		188
Stock issued, ESPP (in shares)		29,000
Stock issued, ESPP	170			170
Share based compensation	714			714
Net loss	3,764				3,764
Other comprehensive loss	(69)					(69)
BALANCE at end of period (in shares) at Jun. 30, 2021		19,099,000
BALANCE at end of period at Jun. 30, 2021	$ 149,420	$ 195	(5,017)	421,633	(267,787)	396
Stock issued upon option exercise and vesting of restricted stock units (in shares)	9,000	102,000
Stock issued upon option exercise and vesting of restricted stock units	$ 58	$ 1		57
Stock Issued During Period, Value, New Issues	6,428	$ 8		6,420
Stock Issued During Period, Shares, New Issues		767,000
Share based compensation	784			784
Net loss	5,328				5,328
Other comprehensive loss	(79)					(79)
BALANCE at end of period (in shares) at Sep. 30, 2021		19,968,000
BALANCE at end of period at Sep. 30, 2021	$ 161,939	$ 204	$ (5,017)	$ 428,894	$ (262,459)	$ 317

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Cash flows from operating activities:
Net loss	$ 7,494	$ (10,470)
Adjustments to reconcile income (loss) to net cash (used in) provided by operations:
Depreciation and amortization	11,690	10,919
Amortization of operating lease assets	1,146	1,127
Amortization of debt financing costs and discount	117	348
Net amortization of premiums and accretion of discounts on available-for-sale securities	123	114
Provision for doubtful accounts	1	317
Provision for deferred income taxes	559	26
Gain on extinguishment of debt	(8,312)	(123)
Debt Securities, Available-for-sale, Realized Gain (Loss)	(390)	(499)
Share-based compensation	2,124	1,733
(Gain) loss on disposals of long-term assets	(32)	55
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability	(191)	0
Changes in operating assets and liabilities:
Accounts receivable	(536)	465
Inventory	85	190
Prepaid expenses and other assets	(10,916)	6,244
Increase (Decrease) in Other Operating Assets	(1,368)	(1,052)
Accounts payable	11	(887)
Accrued expenses and other long-term obligations	111	(2,881)
Operating lease liabilities	116	370
Deferred revenue	(2,976)	(3,700)
Net cash provided by operating activities	(1,144)	2,296
Cash flows from investing activities:
Acquisition of intangible asset	(25,526)	(8,817)
Purchases of property and equipment	(100)	(859)
Software capitalization costs	(3,152)	(1,904)
Payments to Acquire Debt Securities, Available-for-sale	(695)	(12,188)
Proceeds from sales and maturities of available-for-sale securities	8,431	8,456
Net cash used in investing activities	(21,042)	(15,312)
Cash flows from financing activities:
Proceeds from notes payable	29,425	8,856
Payments of notes payable	(15,073)	(12,174)
Payment for Contingent Consideration Liability, Financing Activities	(1,784)	0
Debt financing fees	(878)	(245)
Net proceeds from issuance of common stock	526	616
Net change in client fund obligations	(146,206)	68,441
Net cash (used in) provided by financing activities	(133,990)	65,494
Net (decrease) increase in cash, cash equivalents, restricted cash, and restricted cash equivalents	(156,176)	52,478
Cash, cash equivalents, restricted cash and restricted cash equivalents, beginning of period	324,985	134,060
Cash, cash equivalents, restricted cash and restricted cash equivalents, end of period	168,809	186,538
Cash and cash equivalents	11,506	12,939
Restricted Cash and Cash Equivalents	157,303	173,599
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Total	168,809	186,538
Supplemental Cash Flow Information [Abstract]
Interest Paid, Excluding Capitalized Interest, Operating Activities	722	967
Income Taxes Paid	332	3,469
Payments to Acquire Businesses, Net of Cash Acquired	763	0
Other Significant Noncash Transaction, Value of Consideration Given	3,038	2,745
Subordinated notes payable –acquisitions	4,386	330
Stock Issued	$ 6,428	$ 0

THE COMPANY AND BASIS OF PRESENTATION	9 Months Ended
THE COMPANY AND BASIS OF PRESENTATION	Sep. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
THE COMPANY AND BASIS OF PRESENTATION	NOTE 1 – THE COMPANY AND BASIS OF PRESENTATION Asure Software, Inc., (“Asure”, the “Company”, “we” and “our”), a Delaware Corporation, is a leading provider of Human Capital Management (“HCM”) software solutions. We help small and medium-sized companies grow by helping them build more productive teams, providing the tools and resources that help them 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 Services, and Time & Attendance software as well as human resources (“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, Florida, Nebraska, New Jersey, New York, Tennessee, and Vermont. In May 2021, we closed our Washington office where we provided our HR consulting services as employees from that office now work remotely. We have prepared the accompanying unaudited Condensed Consolidated Financial Statements in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and accordingly, they do not include all information and footnotes required under U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. In the opinion of management, these interim financial statements contain all adjustments, consisting of normal, recurring adjustments, necessary for a fair presentation of our financial position as of September 30, 2021 and the results of operations, statements of changes in stockholders’ equity for the three and nine months ended September 30, 2021 and September 30, 2020, and our statements of cash flows for the nine months ended September 30, 2021 and September 30, 2020. These unaudited Condensed Consolidated Financial Statements should be read in conjunction with our audited Consolidated Financial Statements and notes thereto filed with the SEC in our annual report on Form 10-K for the fiscal year ended December 31, 2020 (our “2020 Annual Report on Form 10-K”). The results for the interim periods are not necessarily indicative of results for a full fiscal year.

SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
SIGNIFICANT ACCOUNTING POLICIES	Sep. 30, 2021
Accounting Policies [Abstract]
SIGNIFICANT ACCOUNTING POLICIES	SIGNIFICANT ACCOUNTING POLICIES USE OF ESTIMATES Preparation of the Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. These estimates are subjective in nature and involve judgments. The more significant estimates made by management include the valuation allowance for the gross deferred tax assets, useful lives of long-lived 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 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 Condensed Consolidated Financial Statements for continued reasonableness. We make appropriate adjustments, if any, to the estimates used prospectively based upon such periodic evaluation. CASH EQUIVALENTS The Company considers all highly liquid investments with an original maturity of 90 days or less at the time of purchase to be cash equivalents. Cash equivalents include investments in an institutional money market fund, which invests in U.S. Treasury bills, notes and bonds, and/or repurchase agreements, backed by such obligations. Carrying value approximates fair value. Cash and cash equivalents are deposited at various area banks, which at times may exceed federally insured limits. The Company monitors the viability of the banking institutions carrying its assets on a regular basis, and has the ability to transfer cash to various institutions during times of risk. The Company has not experienced any losses related to these cash balances, and believes its credit risk to be minimal. SIGNIFICANT RISKS AND UNCERTAINTIES The coronavirus (“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 our business, financial condition, results of operations and growth prospects to 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 and potential variants, the extent and effectiveness of containment actions, including the administration of vaccinations 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. RECENT ACCOUNTING PRONOUNCEMENTS In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The standard became effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. We adopted ASU 2019-12 during the quarter beginning January 1, 2021, using the prospective approach except for hybrid tax regimes, which we adopted using the modified retrospective approach. The adoption of ASU 2019-12 resulted in no material impact to the Company’s financial statements. RECLASSIFICATION The Company reclassified its presentation of restricted cash and restricted cash equivalents included in funds held for clients as of September 30, 2020 in the Condensed Consolidated Statements of Cash Flows to conform to the current period presentation. Such reclassification had no effect on the consolidated financial position or consolidated results of operations of the Company. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) As of September 30, 2021 and December 31, 2020, accumulated other comprehensive income (loss) consisted of net unrealized gains and losses on available-for-sale securities.

INVESTMENTS AND FAIR VALUE MEASUREMENTS

9 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

INVESTMENTS AND FAIR VALUE MEASUREMENT

INVESTMENTS AND FAIR VALUE MEASUREMENTS

Accounting Standards Codification (ASC) 820 “Fair Value Measurement” (ASC 820) defines fair value, establishes a framework for measuring fair value under U.S. GAAP and enhances disclosures about fair value measurements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 describes a fair value hierarchy based on the following three levels of inputs that may be used to measure fair value, of which the first two are considered observable and the last unobservable:


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 and liabilities measured at fair value on a recurring basis as of September 30, 2021 and December 31, 2020, respectively (in thousands):


	Total Carrying Value		Level 1		Level 2		Level 3
September 30, 2021
Assets:
Funds held for clients
Money market funds	$	2,409	$	2,409	$	—	$	—
Available-for-sale securities	17,451		—		17,451		—
Total	$	19,860	$	2,409	$	17,451	$	—

Liabilities:
Contingent purchase consideration(1)	$	4,943	$	—	$	—	$	4,943
Total	$	4,943	$	—	$	—	$	4,943

December 31, 2020
Assets:
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(1)	$	3,880	$	—	$	—	$	3,880
Total	$	3,880	$	—	$	—	$	3,880

(1)See Note 4 — Goodwill and Intangible Assets for further discussion regarding the contingent purchase consideration.

The contractual obligations and earn out provision are accounted for as a contingent liability and fair value is determined using Level 3 inputs, as estimating the fair value of these contingent liabilities require the use of significant and subjective inputs that may and are likely to change over the duration of the liabilities. The following table discloses the change in the gross contingent purchase consideration on the Company’s Condensed Consolidated Balance Sheets as of September 30, 2021 (in thousands):


December 31, 2020	$	3,880
Contingent purchase consideration	(1,975)
Issued for acquisitions	3,038
September 30, 2021	$	4,943

Restricted cash equivalents and investments classified as available-for-sale within funds held for clients consisted of the following (in thousands):


	Amortized Cost		Gross Unrealized Gains (1)		Gross Unrealized Losses (1)		Aggregate Estimated Fair Value
September 30, 2021
Restricted cash equivalents	$	1,000	$	—	$	—	$	1,000
Available-for-sale securities:
Certificates of deposit	5,153		93		(4)		5,242
Corporate debt securities	8,085		160		(5)		8,240
Municipal bonds	3,427		52		(5)		3,474
U.S. Government agency securities	500		—		(5)		495
Total available-for-sale securities	17,165		305		(19)		17,451

Total(2)	$	18,165	$	305	$	(19)	$	18,451

December 31, 2020
Restricted cash equivalents	$	1,258	$	—	$	—	$	1,258
Available-for-sale securities:
Certificates of deposit	7,370		204		—		7,574
Corporate debt securities	8,914		295		(1)		9,208
Municipal bonds	7,276		103		(1)		7,378
U.S. Government agency securities	500		1		—		501
Total available-for-sale securities	24,060		603		(2)		24,661

Total(2)	$	25,318	$	603	$	(2)	$	25,919

(1)Unrealized gains and losses on available-for-sale securities are included as a component of comprehensive income (loss). As of September 30, 2021 and December 31, 2020, there were 42 and 69 securities, respectively, in an unrealized gain position and there were 9 and 2 securities in an unrealized loss position, respectively. As of September 30, 2021, these unrealized losses were less than $6 individually and $19 in the aggregate. As of December 31, 2020, these unrealized losses were less than $2 individually and $2 in the aggregate. These securities have not been in a continuous unrealized gain or loss position for more than 12 months. We do not intend to sell these investments and we do not expect to sell these investments before recovery of their amortized cost basis, which may be at maturity. We review our investments to identify and evaluate investments that indicate 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 our intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value.

(2)At September 30, 2021 and December 31, 2020, none of these securities were classified as cash and cash equivalents on the accompanying Condensed Consolidated Balance Sheets.

Funds held for clients represent assets that the Company has classified as restricted for use solely for the purposes of satisfying the obligations to remit funds relating to the Company’s payroll and payroll tax filing services, which are classified as client funds obligations on our Condensed Consolidated Balance Sheets.

Funds held for clients have been invested in the following categories (in thousands):


	September 30, 2021		December 31, 2020
Restricted cash and cash equivalents held to satisfy client funds obligations	$	157,303	$	296,408
Restricted short-term marketable securities held to satisfy client funds obligations	3,297		4,249
Restricted long-term marketable securities held to satisfy client funds obligations	14,154		20,412
Total funds held for clients	$	174,754	$	321,069

Expected maturities of available-for-sale securities as of September 30, 2021 are as follows (in thousands):


One year or less	$	3,297
After one year through five years	14,154
	$	17,451

- Definition

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

+ References + Details

GOODWILL AND OTHER INTANGIBLE ASSETS

9 Months Ended

Sep. 30, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets Disclosure [Text Block]

NOTE 4 – GOODWILL AND OTHER INTANGIBLE ASSETS


	December 31, 2020		Acquisitions		September 30, 2021
Goodwill	$	73,958	$	12,156	$	86,114

We believe significant synergies are expected to arise from these strategic acquisitions and their assembled workforces. 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 amortizable for tax purposes. As of September 30, 2021, there has been no impairment of goodwill based on the qualitative assessments performed by the Company.


Gross Intangible Assets	December 31, 2020		Acquisitions		September 30, 2021
Customer relationships	$	88,310	$	26,401	$	114,711
Developed technology	12,001		—		12,001
Reseller relationships	853		159		1,012
Trade names	880		—		880
Non-compete agreements	1,032		—		1,032
	$	103,076	$	26,560	$	129,636

In July 2020, we acquired certain assets of a payroll tax business (the “Asset Purchase Agreement”). The initial purchase price for the assets was $4,250, which we paid in cash at closing. The Asset Purchase Agreement set forth two subsequent purchase consideration payments, which are contingent on certain thresholds. The first contingent purchase consideration of $1,975, was offset by certain net amounts owed to us by the seller related to transition services in the amount of $191, was paid in June 2021 (a total payment of $1,784). The second and final contingent purchase consideration, will be based on the trailing twelve-month revenue at October 31, 2021, and will generally be made by April 30, 2022. We utilized a Monte Carlo simulation to determine the fair value of the contingent consideration. The adjustment to the fair value of the contingent consideration as of September 30, 2021 was the aforementioned $191 offset.

In September 2021, the Company acquired certain assets (the “Second Asset Purchase Agreement”) of a payroll business, which was used to provide payroll processing services. The aggregate purchase price that the Company paid for these assets was $14,750, paid as follows: (i) $10,325 in cash at closing, (ii) the delivery of a promissory note in the amount of $2,213, and (iii) the delivery of 244 shares of the Company’s common stock, which the parties agreed had an aggregate value of $2,213 as of September 30, 2021. The Second Asset Purchase Agreement is subject to working capital adjustments to the purchase price.

Also in September 2021, we acquired certain assets of a payroll business (the “Third Asset Purchase Agreement”). The initial purchase price for the assets was $24,150, of which $15,000 was paid in cash at closing. The Third Asset Purchase Agreement also included the delivery of 523 shares of the Company’s common stock, which both parties agreed had an aggregate value of $4,800 at closing. Finally, the Third Asset Purchase Agreement set forth a promissory note initially valued at $4,350 and includes a contingent consideration, which is contingent on certain thresholds and will be based on the trailing twelve-month revenue at September 30, 2022, which we expect will be paid in the fourth quarter of 2022. The promissory note has since been adjusted to $4,318 to account for a shortfall in working capital. We utilized a Monte Carlo simulation to determine the fair value of the contingent consideration. There was no adjustment to the fair value of the contingent consideration at September 30, 2021.

The Second Asset Purchase Agreement and Third Asset Purchase Agreement mentioned above were of small, privately held companies, whose historic cash basis financial statements were unaudited and not prepared under generally accepted accounting principals in the United States, including, but not limited to, differences in revenue recognition. The disclosure of supplemental pro forma financial information suggested under ASC 805 for a public business entity has been deemed impracticable by management due to these reasons.

The gross carrying amount and accumulated amortization of our intangible assets as of September 30, 2021 and December 31, 2020 are as follows (in thousands, except weighted average periods):


	Weighted Average Amortization Period (in Years)	Gross		Accumulated Amortization		Net
September 30, 2021
Customer relationships	8.7	$	114,711	$	(36,257)	$	78,454
Developed technology	6.6	12,001		(8,744)		3,257
Reseller relationships	7.2	1,012		(859)		153
Trade names	3.0	880		(513)		367
Non-compete agreements	5.2	1,032		(878)		154
	8.4	$	129,636	$	(47,251)	$	82,385

December 31, 2020
Customer relationships	8.9	$	88,310	$	(28,898)	$	59,412
Developed technology	6.6	12,001		(7,608)		4,393
Reseller relationships	7.0	853		(853)		—
Trade names	3.0	880		(312)		568
Non-compete agreements	5.2	1,032		(853)		179
	8.5	$	103,076	$	(38,524)	$	64,552

We record amortization expenses using the straight-line method over the estimated useful lives of the intangible assets, as noted above. Amortization expenses recorded in Operating Expenses were $2,534 and $2,424 for the three months ended September 30, 2021 and 2020, respectively. Amortization expenses recorded in Cost of Sales were $379 and $397 for the three months ended September 30, 2021 and 2020, respectively.

Amortization expenses recorded in Operating Expenses were $7,590 and $7,122 for the nine months ended September 30, 2021 and 2020, respectively. Amortization expenses recorded in Cost of Sales were $1,135 and $1,225 for the nine months ended September 30, 2021 and 2020, respectively. There was no impairment of intangibles during the nine months ended September 30, 2021 based on the qualitative assessment performed by the Company.

The following table summarizes the future estimated amortization expense relating to our intangible assets as of September 30, 2021 (in thousands):


2021 (three months)	$	3,712
2022	14,388
2023	13,262
2024	13,002
2025	12,216
2026	9,105
Thereafter	16,700
	$	82,385

NOTES PAYABLE

9 Months Ended

Sep. 30, 2021

Debt Disclosure [Abstract]

Debt Disclosure [Text Block]

NOTE 5 – NOTES PAYABLE

The following table summarizes our outstanding debt as of the dates indicated (in thousands):


	Maturity	Cash Interest Rate	September 30, 2021		December 31, 2020
Subordinated Notes Payable – Acquisitions(1)	7/1/2021 – 9/30/2026	2.00% - 3.00%	$	8,231	$	6,182
PPP Loan	6/30/2021	1.00%	—		8,856
Term Loan	12/31/2024	5.25%	—		9,875
Senior Credit Facility	10/1/2025	9.00%	30,090		—
Total Notes Payable			$	38,321	$	24,913

(1)See Note 4 — Goodwill and Intangible Assets for further discussion regarding the notes payable related to acquisitions.

The following table summarizes the debt issuance costs as of the dates indicated (in thousands):


	Gross Notes Payable		Debt Issuance Costs and Debt Discount		Net Notes Payable
September 30, 2021
Current portion of notes payable	$	2,132	$	(218)	$	1,914
Notes payable, net of current portion	36,189		(3,389)		32,800
Total	$	38,321	$	(3,607)	$	34,714

December 31, 2020
Current portion of notes payable	$	12,388	$	(78)	$	12,310
Notes payable, net of current portion	12,525		(300)		12,225
Total	$	24,913	$	(378)	$	24,535

The following table summarizes the future principal payments related to our outstanding debt as of September 30, 2021 (in thousands):


2021 (three months)	$	—
2022	2,132
2023	4,405
2024	6,623
2025	23,151
2026	2,010
Total	$	38,321

Subordinated Notes Payable - Acquisitions

There remains an outstanding principal balance on the subordinated note payable issued in connection with the purchase of a business we acquired in 2018, which note matured on July 1, 2021. Payment on the principal balance was withheld as security for an outstanding claim for which we are entitled to indemnification under the purchase agreement. We will make the payment, subject to our right of offset under the purchase agreement, when these claims are resolved. Due to our rights under the purchase agreement and the terms of this note, we are not in default under the note.

See Note 4 — Goodwill and Intangible Assets for further discussion regarding the issuance of subordinated notes payable related to acquisitions.

PPP Loan with Pinnacle Bank

Due to the effects of COVID-19 on our business and the related need to support our operations, we received an unsecured Paycheck Protection Program loan in the amount of $8,856 (the “PPP Loan”) in April 2020 from Pinnacle Bank (the “Lender”) under the Coronavirus Aid, Relief and Economic Security Act. In June 2021, we received notice from our Lender that the Small Business Administration (“SBA”) had approved our application for forgiveness of our PPP Loan. The amount forgiven of $8,560 was the amount we requested in our forgiveness application but was less than the original principal balance due, in part, to changes in SBA guidance following the date of our original loan application. Following the grant of forgiveness, we had an outstanding principal balance of $296 and an additional immaterial amount of accrued interest in our PPP Loan, both of which were paid in full in June 2021. During the three months ended June 30, 2021 the Company recorded a gain on the forgiveness of the PPP Loan and accrued interest in the amount of $8,654. The gain on the forgiveness of the PPP Loan is reflected on our Condensed Consolidated Statements of Comprehensive Income, and is a non-taxable event.

Term Loan with 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. In connection with the Credit Agreement, we and our wholly owned active subsidiaries entered into a Guaranty and Security Agreement with Wells Fargo Bank, guaranteeing all obligations under the Credit Agreement and granted a security interest in substantially all of our and our subsidiaries’ assets. The Credit Agreement was amended and restated multiple times, with the most recent amendment and restatement effective December 31, 2019. The Credit Agreement was also amended, but not restated, on August 10, 2020. Following the amendment, the Credit Agreement provided for $10,000 in term loans and a $5,000 revolver and provided for new applicable margin rates for determining the interest payable on loans and amended certain of our financial covenants as described in our 2020 Annual Report on Form 10-K. For the period ending December 31, 2020, no amount was outstanding and $4,500 was available for borrowing under the revolver. During the three months ended September 30, 2021, we terminated the Credit Agreement. We paid Wells Fargo an aggregate amount of approximately $9,925 in full payment of our outstanding obligations, including $9,750 due on the note and immaterial amounts of interest, fees and other expenses.

Senior Credit Facility with Structural Capital Investments III, LP

On September 10, 2021, the Company entered into a Loan and Security Agreement with Structural Capital Investments III, LP (“Structural” and together with the other lenders that are or become parties thereto, the “Lenders”), and Ocean II PLO LLC, as administrative and collateral agent for Structural and the Lenders (“Agent”), under the terms of which the Lenders have committed to lend us up to $50,000 in term loan financing to support our growth needs (the “Facility”) until March 31, 2022. The Company also entered into a secured promissory note with the Agent evidencing our obligations under the Facility. The Company’s obligations are further guaranteed by each of our subsidiaries and secured by our assets and the assets of our subsidiaries.

At the onset of the agreement, we paid to the Lenders an origination fee of $500. Interest accrues on any outstanding balance at a rate equal to the greater of 9.0% or the Prime Rate, plus 5.75% (the “Basic Rate”) and is payable in advance. In addition, interest is paid in kind (“PIK”) at a rate of 1.00% or 1.25% based on our APR Ratio, measured on a quarterly basis. The PIK interest is added to our outstanding balance and accrues interest at the Basic Rate. Interest only payments are due until October 2023, with an option to extend until October 2024, dependent on certain financial or revenue metrics before the end of the first twenty-four months of the Facility.

Principal payments begin after the expiration of the interest only period, and are based on a five year amortization schedule, with a balloon payment due in October 2025. The table above in this Note 5 — Notes Payable summarizing future principal payments assumes the Company will not extend the period of interest only payments to October 2024. Upon payment in full of the obligations under the Facility, we are to pay Lenders a final payment fee equal to 1.0% of the increase in our market capitalization since the onset of the agreement, at that time valued at $182,400.

The Company has agreed to provide the Lenders the right to participate in a future offering—whether public or private—on the same terms and conditions as other investors for an amount not to exceed $3,000.

There are no financial covenants if our net cash position is equal to or greater than zero. If our net cash position is less than zero, the Company would be subject to the following financial covenants: (i) unrestricted cash of no less than $5,000, (ii) maintain an APR ratio of no less than 0.70:1.00 through September 10, 2023, and (iii) maintain an APR ratio of no less than 0.60:1.00 from September 10, 2023 through the remainder of the term of the Facility. The APR ratio would be the ratio of our tested debt to our annual recurring revenue and would be measured on a quarterly basis. Our Tested Debt consists of our outstanding obligations under the Facility (exclusive of PIK interest) and any indebtedness issued or earnouts owed to sellers in connection with acquisitions.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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+ Details

CONTRACTS WITH CUSTOMERS AND REVENUE CONCENTRATION	9 Months Ended
CONTRACTS WITH CUSTOMERS AND REVENUE CONCENTRATION	Sep. 30, 2021
Revenue from Contract with Customer [Abstract]
Revenue from Contract with Customer [Text Block]	NOTE 6 – CONTRACTS WITH CUSTOMERS AND REVENUE CONCENTRATION Receivables Receivables from contracts with customers, net of allowance for doubtful accounts of $2,730, were $4,595 at September 30, 2021. Receivables from contracts with customers, net of allowance for doubtful accounts of $2,194, were $3,848 at December 31, 2020. No customers represented more than 10% of our net accounts receivable balance as of September 30, 2021 and December 31, 2020, respectively. Deferred Commissions Deferred commission costs from contracts with customers were $4,475 and $3,792 at September 30, 2021 and December 31, 2020, respectively. The amount of amortization recognized for the three and nine months ended September 30, 2021 was $424 and $963, respectively, and for the three and nine months ended September 30, 2020 was $220 and $660, respectively. Deferred Revenue During the three and nine months ended September 30, 2021, revenue of $460 and $4,308, and the three and nine months ended September 30, 2020, revenue of $259 and $3,652, respectively, was recognized from the deferred revenue balance at the beginning of each period. Transaction Price Allocated to the Remaining Performance Obligations As of September 30, 2021, approximately $23,945 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 the three and nine months ended September 30, 2021 and 2020, there were no customers that 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

LEASES

9 Months Ended

Sep. 30, 2021

Disclosure Text Block [Abstract]

Lessor, Operating Leases [Text Block]

NOTE 7 – LEASES

We have entered into office space lease agreements, which qualify as operating leases under ASU No. 2016-02, “Leases (Topic 842)”. Under such leases, the lessors receive annual minimum (base) rent. The leases have original terms (excluding extension options) ranging from one year to ten years. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

We record base rent expense under the straight-line method over the term of the lease. In the accompanying Condensed Consolidated Statements of Comprehensive Income (Loss), rent expense is included in operating expenses under general and administrative expenses. The components of the rent expense for the three and nine months ended September 30, 2021 and 2020 were as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Operating lease cost	$	496	$	540	$	1,610	$	1,613
Sublease income	(11)		(11)		(32)		(107)
Net rent expense	$	485	$	529	$	1,578	$	1,506

For purposes of calculating the operating lease assets and lease liabilities, 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. The weighted average discount rate of our operating leases is 8% as of September 30, 2021 and December 31, 2020, respectively. The weighted average remaining lease term is five years and six years as of September 30, 2021 and December 31, 2020, respectively.

Supplemental cash flow information related to operating leases for the nine months ended September 30, 2021 and 2020 are as follows (in thousands):


	Nine Months Ended September 30,
	2021		2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases	$	1,740	$	1,699
Non-cash operating activities:
Operating lease assets obtained in exchange for new operating lease liabilities	$	1,279	$	1,052

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


2021 (three months)	$	598
2022	1,997
2023	1,574
2024	1,384
2025	974
2026	610
Thereafter	1,193
Total minimum lease payments	8,330
Less: imputed interest	(1,569)
Total lease liabilities	$	6,761

SHARE-BASED COMPENSATION	9 Months Ended
SHARE-BASED COMPENSATION	Sep. 30, 2021
Share-based Payment Arrangement [Abstract]
Share-based Payment Arrangement [Text Block]	NOTE 8 – SHARE-BASED COMPENSATION We have one active equity plan, the 2018 Incentive Award Plan (the “2018 Plan”). The 2018 Plan, approved by our shareholders, replaced our 2009 Equity Incentive Plan, as amended (the “2009 Plan”), however, the terms and conditions of the 2009 Plan continue to govern any outstanding awards previously granted under the 2009 Plan. The number of shares available for issuance under the 2018 Plan is equal to the sum of (i) 2,350 shares, and (ii) any shares subject to issued and outstanding awards under the 2009 Plan as of the effective date of the 2018 Plan that expire, are canceled or otherwise terminate following the effective date of the 2018 Plan. We have outstanding options to purchase 1,872 shares at a weighted average exercise price of $8.01. During the three and nine months ending September 30, 2021 we issued employee stock options to purchase 25 and 954 shares, respectively. The weighted average exercise price of these awards was $9.39 and $7.83 for the three and nine months ended September 30, 2021, respectively. These awards will vest over a three year period. We also had 193 outstanding restricted stock units as of September 30, 2021. As of September 30, 2021, we had 1,615 shares available for grant pursuant to the 2018 Plan. Share based compensation for our stock option plans for the three months ended September 30, 2021 and September 30, 2020 was $714 and $1,295, respectively and for the nine months ended September 30, 2021 and September 30, 2020 was $1,340 and $1,025, respectively. We issued 9 and 58 shares of common stock related to exercises of stock options for the three months ended September 30, 2021 and 2020, respectively. We forfeited 77 and issued 7 shares of common stock related to the issuance of vested restricted stock units, net for the three months ended September 30, 2021 and 2020, respectively.

NET LOSS PER SHARE

9 Months Ended

Sep. 30, 2021

Earnings Per Share [Abstract]

NET LOSS PER SHARE

NET EARNINGS (LOSS) PER SHAREWe compute net earnings (loss) per share based on the weighted average number of common shares outstanding for the period. Diluted net earnings (loss) per share reflects the maximum dilution that would have resulted from incremental common shares issuable upon the exercise of stock options. We compute the number of common share equivalents, which includes stock options, using the treasury stock method. We have excluded stock options and restricted stock units of approximately 2,014 and 2,040 for the three and nine months ended September 30, 2021, respectively, and 1,859 and 2,063 shares for the three and nine months ended September 30, 2020, respectively, from the computation of the diluted shares because the effect of including the stock options and restricted stock units would have been anti-dilutive.

The following table sets forth the computation of basic and diluted net earnings (loss) per common share for the three and nine months ended September 30, 2021 and September 30, 2020 (in thousands, except per share amounts):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Basic:
Net income (loss)	$	5,328	$	(4,759)	$	7,494	$	(10,470)
Weighted-average shares of common stock outstanding	19,182		15,873		19,083		15,793
Basic earnings (loss) per share	$	0.28	$	(0.30)	$	0.39	$	(0.66)

Diluted:
Net income (loss)	$	5,328	$	(4,759)	$	7,494	$	(10,470)
Weighted-average shares of common stock outstanding	19,330		15,873		19,243		15,793
Diluted earnings (loss) per share	$	0.28	$	(0.30)	$	0.39	$	(0.66)

Receivables, Loans, Notes Receivable, and Others	9 Months Ended
Receivables, Loans, Notes Receivable, and Others	Sep. 30, 2021
Receivables [Abstract]
Other Assets Disclosure	NOTE 10 – EMPLOYEE RETENTION TAX CREDIT In March 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES) was signed into law, providing numerous tax provisions and other stimulus measures, including the Employee Retention Tax Credit (“ERTC”): a refundable tax credit against certain employment taxes. The Taxpayer Certainty and Disaster Tax Relief Act of 2020 and the American Rescue Plan Act of 2021 extended and expanded the availability of the ERTC. We have qualified for the ERTC in all three quarters of 2021. During the quarter ended September 30, 2021, we recorded an aggregate benefit of $10,533 in Other income (expense), net in our Condensed Consolidated Statements of Comprehensive Income (Loss) to reflect the ERTC for the three quarters in 2021. The receivable for the ERTC benefit as of September 30, 2021 is in Other current assets on our Condensed Consolidated Balance Sheets at September 30, 2021.

SIGNIFICANT ACCOUNTING POLICIES (Policy)

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Use of Estimates

USE OF ESTIMATES

Preparation of the Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. These estimates are subjective in nature and involve judgments. The more significant estimates made by management include the valuation allowance for the gross deferred tax assets, useful lives of long-lived 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 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 Condensed Consolidated Financial Statements for continued reasonableness. We make appropriate adjustments, if any, to the estimates used prospectively based upon such periodic evaluation.

CASH EQUIVALENTS

The Company considers all highly liquid investments with an original maturity of 90 days or less at the time of purchase to be cash equivalents. Cash equivalents include investments in an institutional money market fund, which invests in U.S. Treasury bills, notes and bonds, and/or repurchase agreements, backed by such obligations. Carrying value approximates fair value. Cash and cash equivalents are deposited at various area banks, which at times may exceed federally insured limits. The Company monitors the viability of the banking institutions carrying its assets on a regular basis, and has the ability to transfer cash to various institutions during times of risk. The Company has not experienced any losses related to these cash balances, and believes its credit risk to be minimal.

Significant Risks and Uncertainties

SIGNIFICANT RISKS AND UNCERTAINTIES

The coronavirus (“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 our business, financial condition, results of operations and growth prospects to 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 and potential variants, the extent and effectiveness of containment actions, including the administration of vaccinations 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.

Recent Accounting Pronouncements

RECENT ACCOUNTING PRONOUNCEMENTS

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The standard became effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. We adopted ASU 2019-12 during the quarter beginning January 1, 2021, using the prospective approach except for hybrid tax regimes, which we adopted using the modified retrospective approach. The adoption of ASU 2019-12 resulted in no material impact to the Company’s financial statements.

Accumulated Other Comprehensive Income (Loss)

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

As of September 30, 2021 and December 31, 2020, accumulated other comprehensive income (loss) consisted of net unrealized gains and losses on available-for-sale securities.

Fair Value Measurement


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.

Reclassification, Comparability Adjustment

RECLASSIFICATION

The Company reclassified its presentation of restricted cash and restricted cash equivalents included in funds held for clients as of September 30, 2020 in the Condensed Consolidated Statements of Cash Flows to conform to the current period presentation. Such reclassification had no effect on the consolidated financial position or consolidated results of operations of the Company.

INVESTMENTS AND FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

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


	Total Carrying Value		Level 1		Level 2		Level 3
September 30, 2021
Assets:
Funds held for clients
Money market funds	$	2,409	$	2,409	$	—	$	—
Available-for-sale securities	17,451		—		17,451		—
Total	$	19,860	$	2,409	$	17,451	$	—

Liabilities:
Contingent purchase consideration(1)	$	4,943	$	—	$	—	$	4,943
Total	$	4,943	$	—	$	—	$	4,943

December 31, 2020
Assets:
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(1)	$	3,880	$	—	$	—	$	3,880
Total	$	3,880	$	—	$	—	$	3,880

Debt Securities, Available-for-sale

Restricted cash equivalents and investments classified as available-for-sale within funds held for clients consisted of the following (in thousands):


	Amortized Cost		Gross Unrealized Gains (1)		Gross Unrealized Losses (1)		Aggregate Estimated Fair Value
September 30, 2021
Restricted cash equivalents	$	1,000	$	—	$	—	$	1,000
Available-for-sale securities:
Certificates of deposit	5,153		93		(4)		5,242
Corporate debt securities	8,085		160		(5)		8,240
Municipal bonds	3,427		52		(5)		3,474
U.S. Government agency securities	500		—		(5)		495
Total available-for-sale securities	17,165		305		(19)		17,451

Total(2)	$	18,165	$	305	$	(19)	$	18,451

December 31, 2020
Restricted cash equivalents	$	1,258	$	—	$	—	$	1,258
Available-for-sale securities:
Certificates of deposit	7,370		204		—		7,574
Corporate debt securities	8,914		295		(1)		9,208
Municipal bonds	7,276		103		(1)		7,378
U.S. Government agency securities	500		1		—		501
Total available-for-sale securities	24,060		603		(2)		24,661

Total(2)	$	25,318	$	603	$	(2)	$	25,919

(2)At September 30, 2021 and December 31, 2020, none of these securities were classified as cash and cash equivalents on the accompanying Condensed Consolidated Balance Sheets.

Funds held for clients have been invested in the following categories (in thousands):


	September 30, 2021		December 31, 2020
Restricted cash and cash equivalents held to satisfy client funds obligations	$	157,303	$	296,408
Restricted short-term marketable securities held to satisfy client funds obligations	3,297		4,249
Restricted long-term marketable securities held to satisfy client funds obligations	14,154		20,412
Total funds held for clients	$	174,754	$	321,069

Investments Classified by Contractual Maturity Date

Expected maturities of available-for-sale securities as of September 30, 2021 are as follows (in thousands):


One year or less	$	3,297
After one year through five years	14,154
	$	17,451

GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)

9 Months Ended

Sep. 30, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

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

The gross carrying amount and accumulated amortization of our intangible assets as of September 30, 2021 and December 31, 2020 are as follows (in thousands, except weighted average periods):


	Weighted Average Amortization Period (in Years)	Gross		Accumulated Amortization		Net
September 30, 2021
Customer relationships	8.7	$	114,711	$	(36,257)	$	78,454
Developed technology	6.6	12,001		(8,744)		3,257
Reseller relationships	7.2	1,012		(859)		153
Trade names	3.0	880		(513)		367
Non-compete agreements	5.2	1,032		(878)		154
	8.4	$	129,636	$	(47,251)	$	82,385

December 31, 2020
Customer relationships	8.9	$	88,310	$	(28,898)	$	59,412
Developed technology	6.6	12,001		(7,608)		4,393
Reseller relationships	7.0	853		(853)		—
Trade names	3.0	880		(312)		568
Non-compete agreements	5.2	1,032		(853)		179
	8.5	$	103,076	$	(38,524)	$	64,552

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

The following table summarizes the future estimated amortization expense relating to our intangible assets as of September 30, 2021 (in thousands):


2021 (three months)	$	3,712
2022	14,388
2023	13,262
2024	13,002
2025	12,216
2026	9,105
Thereafter	16,700
	$	82,385

Schedule of Goodwill [Table Text Block]


	December 31, 2020		Acquisitions		September 30, 2021
Goodwill	$	73,958	$	12,156	$	86,114

NOTES PAYABLE (Tables)

9 Months Ended

Sep. 30, 2021

Debt Disclosure [Abstract]

Schedule of Debt [Table Text Block]

The following table summarizes our outstanding debt as of the dates indicated (in thousands):


	Maturity	Cash Interest Rate	September 30, 2021		December 31, 2020
Subordinated Notes Payable – Acquisitions(1)	7/1/2021 – 9/30/2026	2.00% - 3.00%	$	8,231	$	6,182
PPP Loan	6/30/2021	1.00%	—		8,856
Term Loan	12/31/2024	5.25%	—		9,875
Senior Credit Facility	10/1/2025	9.00%	30,090		—
Total Notes Payable			$	38,321	$	24,913

(1)See Note 4 — Goodwill and Intangible Assets for further discussion regarding the notes payable related to acquisitions.

The following table summarizes the debt issuance costs as of the dates indicated (in thousands):


	Gross Notes Payable		Debt Issuance Costs and Debt Discount		Net Notes Payable
September 30, 2021
Current portion of notes payable	$	2,132	$	(218)	$	1,914
Notes payable, net of current portion	36,189		(3,389)		32,800
Total	$	38,321	$	(3,607)	$	34,714

December 31, 2020
Current portion of notes payable	$	12,388	$	(78)	$	12,310
Notes payable, net of current portion	12,525		(300)		12,225
Total	$	24,913	$	(378)	$	24,535

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

The following table summarizes the future principal payments related to our outstanding debt as of September 30, 2021 (in thousands):


2021 (three months)	$	—
2022	2,132
2023	4,405
2024	6,623
2025	23,151
2026	2,010
Total	$	38,321

LEASES (Tables)

9 Months Ended

Sep. 30, 2021

Disclosure Text Block [Abstract]

Lease, Cost [Table Text Block]

The components of the rent expense for the three and nine months ended September 30, 2021 and 2020 were as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Operating lease cost	$	496	$	540	$	1,610	$	1,613
Sublease income	(11)		(11)		(32)		(107)
Net rent expense	$	485	$	529	$	1,578	$	1,506

Lessee, Operating Lease, Liability, Maturity [Table Text Block]

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


2021 (three months)	$	598
2022	1,997
2023	1,574
2024	1,384
2025	974
2026	610
Thereafter	1,193
Total minimum lease payments	8,330
Less: imputed interest	(1,569)
Total lease liabilities	$	6,761

NET LOSS PER SHARE (Tables)

9 Months Ended

Sep. 30, 2021

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Basic:
Net income (loss)	$	5,328	$	(4,759)	$	7,494	$	(10,470)
Weighted-average shares of common stock outstanding	19,182		15,873		19,083		15,793
Basic earnings (loss) per share	$	0.28	$	(0.30)	$	0.39	$	(0.66)

Diluted:
Net income (loss)	$	5,328	$	(4,759)	$	7,494	$	(10,470)
Weighted-average shares of common stock outstanding	19,330		15,873		19,243		15,793
Diluted earnings (loss) per share	$	0.28	$	(0.30)	$	0.39	$	(0.66)

INVESTMENTS AND FAIR VALUE MEASUREMENTS - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Asset Purchase Agreement
Liabilities:
Asset Acquisition, Consideration Transferred, Contingent Consideration	$ (1,975)
Recurring
Funds held for clients
Total	19,860	$ 95,122
Liabilities:
Contingent purchase consideration(1)	4,943	3,880
Total	4,943	3,880
Recurring \| Money Market Funds [Member]
Funds held for clients
Funds held for clients	2,409	63,999
Recurring \| Available-for-sale securities
Funds held for clients
Funds held for clients	17,451	25,919
Recurring \| Money Market Funds [Member]
CashEquivalentsAbstract
Cash and Cash Equivalents, Fair Value Disclosure		5,204
Recurring \| Level 1
Funds held for clients
Total	2,409	69,203
Liabilities:
Contingent purchase consideration(1)	0	0
Total	0	0
Recurring \| Level 1 \| Money Market Funds [Member]
Funds held for clients
Funds held for clients	2,409	63,999
Recurring \| Level 1 \| Available-for-sale securities
Funds held for clients
Funds held for clients	0	0
Recurring \| Level 1 \| Money Market Funds [Member]
CashEquivalentsAbstract
Cash and Cash Equivalents, Fair Value Disclosure		5,204
Recurring \| Level 2
Funds held for clients
Total	17,451	25,919
Liabilities:
Contingent purchase consideration(1)	0	0
Total	0	0
Recurring \| Level 2 \| Money Market Funds [Member]
Funds held for clients
Funds held for clients	0	0
Recurring \| Level 2 \| Available-for-sale securities
Funds held for clients
Funds held for clients	17,451	25,919
Recurring \| Level 2 \| Money Market Funds [Member]
CashEquivalentsAbstract
Cash and Cash Equivalents, Fair Value Disclosure		0
Recurring \| Level 3
Funds held for clients
Total	0	0
Liabilities:
Contingent purchase consideration(1)	4,943	3,880
Total	4,943	3,880
Recurring \| Level 3 \| Money Market Funds [Member]
Funds held for clients
Funds held for clients	0	0
Recurring \| Level 3 \| Available-for-sale securities
Funds held for clients
Funds held for clients	$ 0	0
Recurring \| Level 3 \| Money Market Funds [Member]
CashEquivalentsAbstract
Cash and Cash Equivalents, Fair Value Disclosure		$ 0

INVESTMENTS AND FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
INVESTMENTS AND FAIR VALUE MEASUREMENTS (Details) [Line Items]
Long-term Debt, Gross	$ 38,321		$ 24,913
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability	(191)	$ 0
Payment for Contingent Consideration Liability, Financing Activities	1,784	$ 0
Pinnacle Bank [Member]
INVESTMENTS AND FAIR VALUE MEASUREMENTS (Details) [Line Items]
Long-term Debt, Gross	$ 0		$ 8,856

INVESTMENTS AND FAIR VALUE MEASUREMENTS - Debt Securities, Available-for-sale (Details) $ in Thousands	Sep. 30, 2021 USD ($) security	Dec. 31, 2020 USD ($) security
Funds Held for Clients
Amortized Cost	$ 17,165	$ 24,060
Gross Unrealized Gains	305	603
Gross Unrealized Losses	(19)	(2)
Aggregate Estimated Fair Value	17,451	24,661
Funds Held For Clients, Restricted Cash and Debt Securities	18,451	25,919
Funds Held For Clients, Restricted Cash and Debt Securities, Gross Unrealized Losses	(19)	(2)
Funds Held For Clients, Restricted Cash and Debt Securities, Gross Unrealized Gains	305	603
Funds Held For Clients, Restricted Cash and Debt Securities, Amortized Cost	$ 18,165	$ 25,318
Number of securities in unrealized gain position \| security	42	69
Number of securities in unrealized loss position \| security	9	2
Funds Held For Clients, Restricted Cash, Amortized Cost	$ 1,000	$ 1,258
Funds Held For Clients, Restricted Cash, Gross Unrealized Losses	0	0
Funds Held For Clients, Restricted Cash	1,000	1,258
Funds Held For Clients, Restricted Cash, Gross Unrealized Gains	0	0
Individually
Funds Held for Clients
Gross Unrealized Losses	(6)	(2)
Certificates of deposit
Funds Held for Clients
Amortized Cost	5,153	7,370
Gross Unrealized Gains	93	204
Gross Unrealized Losses	(4)	0
Aggregate Estimated Fair Value	5,242	7,574
Corporate debt securities
Funds Held for Clients
Amortized Cost	8,085	8,914
Gross Unrealized Gains	160	295
Gross Unrealized Losses	(5)	(1)
Aggregate Estimated Fair Value	8,240	9,208
Municipal bonds
Funds Held for Clients
Amortized Cost	3,427	7,276
Gross Unrealized Gains	52	103
Gross Unrealized Losses	(5)	(1)
Aggregate Estimated Fair Value	3,474	7,378
U.S. Government agency securities
Funds Held for Clients
Amortized Cost	500	500
Gross Unrealized Gains	0	1
Gross Unrealized Losses	(5)	0
Aggregate Estimated Fair Value	$ 495	$ 501

INVESTMENTS AND FAIR VALUE MEASUREMENTS - Funds Held For Clients (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2020
Debt Securities, Available-for-sale [Line Items]
Restricted Cash and Cash Equivalents	$ 157,303	$ 296,408	$ 173,599
Debt Securities, Available-for-sale, Current	3,297	4,249
Debt Securities, Available-for-sale, Noncurrent	14,154	20,412
Total funds held for clients	$ 174,754	$ 321,069

INVESTMENTS AND FAIR VALUE MEASUREMENTS - Investments Classified by Contractual Maturity Date (Details) $ in Thousands	Sep. 30, 2021 USD ($)
Fair Value Disclosures [Abstract]
One year or less	$ 3,297
After one year through five years	14,154
Available-for-sale debt securities total fair value	$ 17,451

GOODWILL AND OTHER INTANGIBLE ASSETS (Details) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	$ 86,114		$ 86,114		$ 73,958
Acquisition			12,156
Amortization of intangible assets	2,534	$ 2,424	7,590	$ 7,122
Cost, Amortization	379	$ 397	1,135	$ 1,225
Goodwill and Intangible Asset Impairment			$ 0
Finite-Lived Intangible Assets, Amortization Method			straight-line method	straight-line method
Finite-lived Intangible Assets Acquired			$ 26,560
Asset Purchase Agreement
Goodwill and Intangible Assets Disclosure [Abstract]
Initial purchase price					4,250
Initial purchase price					$ 4,250
Asset Acquisition, Consideration Transferred, Contingent Consideration			1,975
Second Asset Purchase Agreement
Goodwill and Intangible Assets Disclosure [Abstract]
Initial purchase price			10,325
Initial purchase price			10,325
Asset Acquisition, Consideration Transferred			$ 14,750
Stock issued upon acquisition (in Shares)			244
Stock issued upon acquisition			$ 2,213
Debt Instrument, Fair Value Disclosure	2,213		2,213
Third Asset Purchase Agreement
Goodwill and Intangible Assets Disclosure [Abstract]
Initial purchase price			15,000
Initial purchase price			15,000
Asset Acquisition, Consideration Transferred			$ 24,150
Stock issued upon acquisition (in Shares)			523
Stock issued upon acquisition			$ 4,800
Debt Instrument, Fair Value Disclosure	$ 4,318		$ 4,318

GOODWILL AND OTHER INTANGIBLE ASSETS (Details) - Schedule of Goodwill $ in Thousands	Sep. 30, 2021 USD ($)
Schedule of Goodwill [Abstract]
Balance	$ 73,958
Balance	$ 86,114

GOODWILL AND OTHER INTANGIBLE ASSETS (Details) - Schedule of Intangible Assets - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Intangible Asset, Weighted Average Amortization Period	8 years 4 months 24 days	8 years 6 months
Intangible Asset, Gross	$ 129,636	$ 103,076
Intangible Asset, Accumulated Amortization	(47,251)	(38,524)
Intangible Asset, Net	82,385	$ 64,552
Finite-lived Intangible Assets Acquired	$ 26,560
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible Asset, Weighted Average Amortization Period	8 years 8 months 12 days	8 years 10 months 24 days
Intangible Asset, Gross	$ 114,711	$ 88,310
Intangible Asset, Accumulated Amortization	(36,257)	(28,898)
Intangible Asset, Net	78,454	$ 59,412
Finite-lived Intangible Assets Acquired	$ 26,401
Developed Technology Rights [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible Asset, Weighted Average Amortization Period	6 years 7 months 6 days	6 years 7 months 6 days
Intangible Asset, Gross	$ 12,001	$ 12,001
Intangible Asset, Accumulated Amortization	(8,744)	(7,608)
Intangible Asset, Net	3,257	$ 4,393
Finite-lived Intangible Assets Acquired	$ 0
Customer Lists
Finite-Lived Intangible Assets [Line Items]
Intangible Asset, Weighted Average Amortization Period	7 years 2 months 12 days	7 years
Intangible Asset, Gross	$ 1,012	$ 853
Intangible Asset, Accumulated Amortization	(859)	(853)
Intangible Asset, Net	153	$ 0
Finite-lived Intangible Assets Acquired	$ 159
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible Asset, Weighted Average Amortization Period	3 years	3 years
Intangible Asset, Gross	$ 880	$ 880
Intangible Asset, Accumulated Amortization	(513)	(312)
Intangible Asset, Net	367	$ 568
Finite-lived Intangible Assets Acquired	$ 0
Noncompete Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible Asset, Weighted Average Amortization Period	5 years 2 months 12 days	5 years 2 months 12 days
Intangible Asset, Gross	$ 1,032	$ 1,032
Intangible Asset, Accumulated Amortization	(878)	(853)
Intangible Asset, Net	154	$ 179
Finite-lived Intangible Assets Acquired	$ 0

GOODWILL AND OTHER INTANGIBLE ASSETS (Details) - Schedule of Expected Amortization Expense - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Schedule of Expected Amortization Expense [Abstract]
Finite-Lived Intangible Asset, Expected Amortization, Remainder of Fiscal Year	$ 3,712
Finite-Lived Intangible Asset, Expected Amortization, Year One	14,388
Finite-Lived Intangible Asset, Expected Amortization, Year Two	13,262
Finite-Lived Intangible Asset, Expected Amortization, Year Three	13,002
Finite-Lived Intangible Asset, Expected Amortization, Year Four	12,216
Finite-Lived Intangible Asset, Expected Amortization, Year Five	9,105
Finite-Lived Intangible Asset, Expected Amortization, after Year Five	16,700
Finite-Lived Intangible Assets, Net	82,385	$ 64,552
Lessee, Operating Lease, Liability, to be Paid, after Year Five	$ 1,193

NOTES PAYABLE (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
NOTES PAYABLE (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
NOTES PAYABLE (Details) [Line Items]
Debt Issuance Costs, Gross, Current	$ 218		$ 218		$ 78
Debt Issuance Costs, Noncurrent, Net	3,389		3,389		300
Long-term Debt, Gross	38,321		38,321		24,913
Long-term Line of Credit					0
Line of Credit Facility, Remaining Borrowing Capacity					4,500
(Loss) gain on extinguishment of debt	(342)	$ (11)	8,312	$ 123
Notes Payable, Other Payables [Member]
NOTES PAYABLE (Details) [Line Items]
Long-term Debt, Gross	8,231		8,231		6,182
Debt \| Medium-term Notes [Member]
NOTES PAYABLE (Details) [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity					10,000
Pinnacle Bank [Member]
NOTES PAYABLE (Details) [Line Items]
Long-term Debt, Gross	$ 0		$ 0		8,856
Debt Instrument, Interest Rate, Stated Percentage	1.00%		1.00%
Repayments of Debt			$ 296
(Loss) gain on extinguishment of debt			8,654
Debt Instrument, Face Amount					8,856
Debt Instrument, Decrease, Forgiveness			8,560
WellsFargo
NOTES PAYABLE (Details) [Line Items]
Repayments of Debt			9,750
Debt Instrument, Increase (Decrease), Net			9,925
StructuralCapital
NOTES PAYABLE (Details) [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	$ 50,000		50,000
Loan Processing Fee			500
StructuralCapital \| Notes Payable, Other Payables [Member]
NOTES PAYABLE (Details) [Line Items]
Long-term Debt, Gross	$ 30,090		$ 30,090		0
Debt Instrument, Interest Rate, Stated Percentage	9.00%		9.00%
Revolving Credit Facility [Member] \| Debt
NOTES PAYABLE (Details) [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity					$ 5,000

NOTES PAYABLE (Details) - Schedule of Debt - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
NOTES PAYABLE (Details) - Schedule of Debt [Line Items]
Long-term Debt, Gross	$ 38,321		$ 38,321		$ 24,913
Current portion of notes payable	1,914		1,914		12,310
Notes payable, net of current portion	32,800		32,800		12,225
(Loss) gain on extinguishment of debt	(342)	$ (11)	8,312	$ 123
Short-term Debt
NOTES PAYABLE (Details) - Schedule of Debt [Line Items]
Notes Payable	2,132		$ 2,132		12,388
Notes Payable, Other Payables [Member]
NOTES PAYABLE (Details) - Schedule of Debt [Line Items]
Debt Instrument, Maturity Date, Description			7/1/2021 – 9/30/2026
Long-term Debt, Gross	8,231		$ 8,231		6,182
Long-term Debt
NOTES PAYABLE (Details) - Schedule of Debt [Line Items]
Notes Payable	$ 36,189		$ 36,189		12,525
Pinnacle Bank [Member]
NOTES PAYABLE (Details) - Schedule of Debt [Line Items]
Debt Instrument, Maturity Date, Description			6/30/2021
Debt Instrument, Interest Rate, Stated Percentage	1.00%		1.00%
Long-term Debt, Gross	$ 0		$ 0		8,856
(Loss) gain on extinguishment of debt			$ 8,654
Wells Fargo Syndicated Partner [Member] \| Notes Payable, Other Payables [Member]
NOTES PAYABLE (Details) - Schedule of Debt [Line Items]
Debt Instrument, Maturity Date, Description			12/31/2024
Debt Instrument, Interest Rate, Stated Percentage	5.25%		5.25%
Long-term Debt, Gross	$ 0		$ 0		9,875
Consolidated Entities [Domain] \| Minimum [Member]
NOTES PAYABLE (Details) - Schedule of Debt [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	2.00%		2.00%
Consolidated Entities [Domain] \| Maximum [Member]
NOTES PAYABLE (Details) - Schedule of Debt [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	3.00%		3.00%
StructuralCapital \| Notes Payable, Other Payables [Member]
NOTES PAYABLE (Details) - Schedule of Debt [Line Items]
Debt Instrument, Maturity Date, Description			10/1/2025
Debt Instrument, Interest Rate, Stated Percentage	9.00%		9.00%
Long-term Debt, Gross	$ 30,090		$ 30,090		$ 0

NOTES PAYABLE (Details) - Schedule of Debt and Debt Issuance Costs - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Schedule of Debt and Debt Issuance Costs [Abstract]
Debt Issuance Costs and Debt Discount, current portion	$ (218)	$ (78)
Notes payable, net of current portion	1,914	12,310
Notes payable, net of current portion	(3,389)	(300)
Notes payable, net of current portion	32,800	12,225
Long-term Debt, Gross	38,321	24,913
Total Debt Issuance Costs and Debt Discount	(3,607)	(378)
Total notes payable	34,714	24,535
NOTES PAYABLE (Details) [Line Items]
Debt Issuance Costs, Gross, Current	218	78
Pinnacle Bank [Member]
Schedule of Debt and Debt Issuance Costs [Abstract]
Long-term Debt, Gross	$ 0	$ 8,856

NOTES PAYABLE (Details) - Schedule of Maturities of Long-term Debt - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Schedule of Maturities of Long-term Debt [Abstract]
Long-Term Debt, Maturity, Remainder of Fiscal Year	$ 0
Long-Term Debt, Maturity, Year One	2,132
Long-Term Debt, Maturity, Year Two	4,405
Long-Term Debt, Maturity, Year Three	6,623
Long-Term Debt, Maturity, Year Four	23,151
Long-Term Debt, Maturity, Year Five	2,010
Long-term Debt, Gross	$ 38,321	$ 24,913

STOCKHOLDERS' EQUITY (Details) - shares	Sep. 30, 2021	Dec. 31, 2020
STOCKHOLDERS' EQUITY (Details) [Line Items]
Common stock, shares authorized	44,000,000	44,000,000
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized	2,350,000

CONTRACTS WITH CUSTOMERS AND REVENUE CONCENTRATION (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
CONTRACTS WITH CUSTOMERS AND REVENUE CONCENTRATION (Details) [Line Items]
Contract with Customer, Asset, Allowance for Credit Loss	$ 2,730		$ 2,730		$ 2,194
Capitalized Contract Cost, Gross	4,475		4,475		$ 3,792
Amortization of Deferred Sales Commissions	424	$ 220	963	$ 660
Deferred Revenue, Revenue Recognized	460	$ 259	4,308	$ 3,652
Revenue, Remaining Performance Obligation, Amount	$ 23,945		$ 23,945
Revenue, Remaining Performance Obligation, Percentage	71.00%		71.00%
Accounts Receivable [Member]
CONTRACTS WITH CUSTOMERS AND REVENUE CONCENTRATION (Details) [Line Items]
Concentration Risk, Benchmark Description			No customers represented more than 10% of our net accounts receivable balance as of September 30, 2021 and December 31, 2020, respectively.		No customers represented more than 10% of our net accounts receivable balance as of September 30, 2021 and December 31, 2020, respectively.
Revenue Benchmark
CONTRACTS WITH CUSTOMERS AND REVENUE CONCENTRATION (Details) [Line Items]
Concentration Risk, Benchmark Description			During the three and nine months ended September 30, 2021 and 2020, there were no customers that individually represented 10% or more of consolidated revenue.		During the three and nine months ended September 30, 2021 and 2020, there were no customers that individually represented 10% or more of consolidated revenue.
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-09-30
CONTRACTS WITH CUSTOMERS AND REVENUE CONCENTRATION (Details) [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	12 months		12 months

LEASES (Details)	Sep. 30, 2021	Dec. 31, 2020
LEASES (Details) [Line Items]
Operating Lease, Weighted Average Discount Rate, Percent	8.00%
Operating Lease, Weighted Average Remaining Lease Term	5 years	6 years
Minimum [Member]
LEASES (Details) [Line Items]
Lessee, Operating Lease, Term of Contract	1 year
Maximum [Member]
LEASES (Details) [Line Items]
Lessee, Operating Lease, Term of Contract	10 years

LEASES (Details) - Rent Expense Components - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Rent Expense Components [Abstract]
Operating lease cost	$ 496	$ 540	$ 1,610	$ 1,613
Sublease income	(11)	(11)	(32)	(107)
Net rent expense	$ 485	$ 529	$ 1,578	$ 1,506

LEASES (Details) - Lessee, Operating Lease, Disclosure - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases	$ 1,740	$ 1,699
Non-cash operating activities:
Operating lease assets obtained in exchange for new operating lease liabilities	$ 1,279	$ 1,052
Minimum [Member]
LEASES (Details) [Line Items]
Lessee, Operating Lease, Term of Contract	1 year
Maximum [Member]
LEASES (Details) [Line Items]
Lessee, Operating Lease, Term of Contract	10 years

LEASES (Details) - Lessee, Operating Lease, Liability, Maturity $ in Thousands	Sep. 30, 2021 USD ($)
Lessee, Operating Lease, Liability, Maturity [Abstract]
Lessee, Operating Lease, Liability, to be Paid, Remainder of Fiscal Year	$ 598
Lessee, Operating Lease, Liability, to be Paid, Year One	1,997
Lessee, Operating Lease, Liability, to be Paid, Year Two	1,574
Lessee, Operating Lease, Liability, to be Paid, Year Three	1,384
Lessee, Operating Lease, Liability, to be Paid, Year Four	974
Lessee, Operating Lease, Liability, to be Paid, Year Five	610
Lessee, Operating Lease, Liability, to be Paid, after Year Five	1,193
Lessee, Operating Lease, Liability, to be Paid, Total	8,330
Lessee, Operating Lease, Liability, Undiscounted Excess Amount	(1,569)
Operating Lease, Liability	$ 6,761

SHARE-BASED COMPENSATION (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Share-based Payment Arrangement [Abstract]
Shares available for issuance	2,350,000		2,350,000
Options Outstanding	1,872,000		1,872,000
Options outstanding weighted average exercise price (in Dollars per share)	$ 8.01		$ 8.01
Options granted	25,000		954,000
Options granted exercise price (in Dollars per share)	$ 9.39		$ 7.83
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number	193,000		193,000
Shares available for grant	1,615,000		1,615,000
Share-based Payment Arrangement, Expense (in Dollars)	$ 714	$ 1,295	$ 1,340	$ 1,025
Stock issued upon option exercise and vesting of restricted stock units (in shares)	9,000	58,000
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures	(77,000)	7,000

NET LOSS PER SHARE (Details) - shares	3 Months Ended		9 Months Ended
NET LOSS PER SHARE (Details) - shares	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Equity Option
NET LOSS PER SHARE (Details) [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	2,014,000	1,859,000	2,040,000	2,063,000

NET LOSS PER SHARE (Details) - Components of Earnings Per Share, Basic and Diluted - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2021	Sep. 30, 2020
Earnings Per Share [Abstract]
Net income (loss)	$ 5,328	$ 3,764	$ (1,598)	$ (4,759)	$ (3,944)	$ (1,767)	$ 7,494	$ (10,470)
Weighted average shares of common stock outstanding, basic (in shares)	19,182,000			15,873,000			19,083,000	15,793,000
Weighted average shares of common stock outstanding, diluted (in shares)	19,330,000			15,873,000			19,243,000	15,793,000
Basic loss per share (in Dollars per share)	$ 0.28			$ (0.30)			$ 0.39	$ (0.66)
Diluted loss per share (in Dollars per share)	$ 0.28			$ (0.30)			$ 0.39	$ (0.66)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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- Definition

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

+ References

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+ Details

Receivables, Loans, Notes Receivable, and Others (Details) - ERC Income $ in Thousands	Sep. 30, 2021 USD ($)
Receivables [Abstract]
Other Assets	$ 10,533
Other Assets	$ 10,533