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NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS | 9 Months Ended
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Sep. 30, 2017
Goodwill and Intangible Assets Disclosure [Abstract] |
Goodwill and Intangible Assets Disclosure [Text Block] | NOTE 5 – GOODWILL AND OTHER INTANGIBLE ASSETS Asure accounted for its 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. Asure’s goodwill relates to the following acquisitions: ADI and Legiant in 2011, PeopleCube in 2012, FotoPunch and Roomtag in 2014, Mangrove in 2016, PMSI, CPI and PSNW in January 2017, and iSystems and Compass in May 2017. As part of the acquisition of iSystems in May 2017, we acquired software development costs. 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. Cost 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 three and nine months ended September 30, 2017, we capitalized $702 and $804, respectively, of software development costs. No software development costs were recorded in 2016. In accordance with ASC 350, Intangibles-Goodwill and Other, we review and evaluate our long-lived assets, including intangible assets with finite lives, for impairment whenever events or changes in circumstances indicate that we may not recover their net book value. We test goodwill for impairment on an annual basis in the fourth fiscal quarter of each year, and between annual tests, if indicators of potential impairment exist, using a fair-value-based approach. There has been no impairment of goodwill for the periods presented. We amortize intangible assets not considered to have an indefinite useful life using the straight-line method over their estimated period of benefit, which generally ranges from one to nine years. Each reporting period, we evaluate the estimated remaining useful life of intangible assets and assess whether events or changes in circumstances warrant a revision to the remaining period of amortization or indicate that impairment exists. We have not identified any impairments of finite-lived intangible assets during any of the periods presented. The following table summarizes the changes in our goodwill:
Balance at December 31, 2016 |  | $ | 26,259 |
Goodwill recognized upon acquisitions of PMSI, CPI, PSNW, iSystems and Compass |  |  | 49,318 |
Adjustment to Goodwill associated with acquisition of Mangrove |  |  | 272 |
Foreign exchange adjustment to goodwill |  |  | 6 |
Balance at September 30, 2017 |  | $ | 75,855 |
The gross carrying amount and accumulated amortization of our intangible assets as of September 30, 2017 and December 31, 2016 are as follows:
|  |  |  |  | September 30, 2017 |
Intangible Assets |  | Weighted Average Amortization Period (in Years) |  |  | Gross |  |  | Accumulated Amortization |  |  | Net |
Developed Technology |  |  | 11.8 |  |  | $ | 11,925 |  |  | $ | (4,585 | ) |  | $ | 7,340 |
Customer Relationships |  |  | 7.5 |  |  |  | 35,516 |  |  |  | (12,354 | ) |  |  | 23,162 |
Reseller Relationships |  |  | 7.0 |  |  |  | 853 |  |  |  | (731 | ) |  |  | 122 |
Trade Names |  |  | 14.8 |  |  |  | 2,815 |  |  |  | (787 | ) |  |  | 2,028 |
Noncompete |  |  | 2.9 |  |  |  | 592 |  |  |  | (108 | ) |  |  | 484 |
Software development costs |  |  | 3.0 |  |  |  | 919 |  |  |  | (9 | ) |  |  | 910 |
|  |  | 8.7 |  |  | $ | 52,620 |  |  | $ | (18,574 | ) |  | $ | 34,046 |
|  |  |  |  | December 31, 2016 |
Intangible Assets |  | Weighted Average Amortization Period (in Years) |  |  | Gross |  |  | Accumulated Amortization |  |  | Net |
Developed Technology |  |  | 12.7 |  |  | $ | 10,915 |  |  | $ | (3,408 | ) |  | $ | 7,507 |
Customer Relationships |  |  | 7.3 |  |  |  | 14,011 |  |  |  | (10,270 | ) |  |  | 3,741 |
Reseller Relationships |  |  | 7.0 |  |  |  | 853 |  |  |  | (640 | ) |  |  | 213 |
Trade Names |  |  | 14.5 |  |  |  | 1,294 |  |  |  | (707 | ) |  |  | 587 |
|  |  | 9.8 |  |  | $ | 27,073 |  |  | $ | (15,025 | ) |  | $ | 12,048 |
We record amortization expense using the straight-line method over the estimated useful lives of the intangible assets, as noted above. Amortization expenses for the three months ended September 30, 2017 and 2016 were $1,341 and $625, respectively, included in Operating Expenses. Amortization expenses recorded in Cost of Sales were $106 and $106 for the three months ended September 30, 2017 and 2016, respectively. Amortization expenses for the nine months ended September 30, 2017 and 2016 were $3,230 and $1,628 included in Operating Expenses, and $319 and $319, respectively, included in Cost of Sales. The following table summarizes the future estimated amortization expense relating to our intangible assets as of September 30, 2017:
Calendar Years |  |  |
2017 (July to December) |  | $ | 1,438 |
2018 |  |  | 5,424 |
2019 |  |  | 4,650 |
2020 |  |  | 3,803 |
2021 |  |  | 3,848 |
Thereafter |  |  | 14,079 |
Subtotal |  | $ | 33,242 |
Software development costs not yet placed in service |  |  | 804 |
|  | $ | 34,046 |

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- Definition The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -URI http://asc.fasb.org/topic&trid=2144416 + Details
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