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NOTE 4 - ACQUISITIONS (Tables)

6 Months Ended

Jun. 30, 2018

Disclosure Text Block Supplement [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

We believe significant synergies are expected to arise from these strategic acquisitions. This factor contributed to a purchase price that was in excess of the fair value of the net assets acquired and, as a result, we recorded goodwill for each acquisition. A portion of acquired goodwill will be deductible for tax purposes.

Assets Acquired		Pay Systems				Others				Total
Cash & cash equivalents		$	767			$	600			$	1,367
Accounts receivable			54				2,609				2,663
Fixed assets			121				39				160
Inventory			-				657				657
Other assets			49				1,014				1,063
Funds held for clients			10,976				14,050				25,026
Goodwill			8,871				10,373				19,244
Intangibles			7,240				15,440				22,680
Total assets acquired		$	28,078			$	44,782			$	72,860
Liabilities assumed
Accounts payable			113				1,170				1,282
Accrued other liabilities			951				2,983				3,935
Deferred revenue			-				355				355
Client fund obligations			11,820				14,050				25,870
Total liabilities assumed			12,884				18,558				31,442
Net assets acquired		$	15,194			$	26,224			$	41,418

Schedule of Business Acquisitions, by Acquisition [Table Text Block]

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

		Pay Systems				Others				Total
Purchase price		$	15,724			$	27,950			$	43,674
Working capital adjustment			(469	)			210				(259	)
Adjustment to fair value of contingent liability			-				(1,761	)			(1,761	)
Adjustment to fair value of Asure’s stock			-				(104	)			(104	)
Debt discount			(61	)			(71	)			(132	)
Fair value of net assets acquired		$	15,194			$	26,224			$	41,418

Schedule of Acquired Finite-Lived Intangible Assets by Major Class [Table Text Block]

The purchase of the Evolution Payroll portfolio has been accounted for as an asset acquisition under the acquisition method of accounting. The amendments in ASU 2017-01 provide a screen to determine when a set of assets and activities is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set of assets and activities is not a business. Since the acquisition was determined to be an asset acquisition, the total value of the purchase consideration is allocated to the asset acquired. Management assessed the fair value of the promissory note and cash consideration as of April 1, 2018, which was as follows:

		Fair Value
Cash		$	10,000
Promissory note			450
Debt discount			(46	)
Total		$	10,404
Fair value of asset acquired, Customer Relationships		$	10,404

Business Acquisition, Pro Forma Information [Table Text Block]

The following unaudited summary of pro forma combined results of operations for the three and six months ended June 30, 2018 and June 30, 2017 gives effect to our 2017 and 2018 acquisitions as if we had completed them on January 1, 2017. This pro forma summary does not reflect any operating efficiencies, cost savings or revenue enhancements that we may achieve by combining operations. In addition, we have not reflected certain non-recurring expenses, such as legal expenses and other transactions expenses for the first 12 months after the acquisition, in the pro forma summary. We present this pro forma summary for informational purposes only and it is not necessarily indicative of what our actual results of operations would have been had the acquisitions taken place as of January 1, 2017, nor is it indicative of future consolidated results of operations.

		FOR THE THREE MONTHS ENDED JUNE 30, 2018				FOR THE THREE MONTHS ENDED JUNE 30, 2017
Revenue		$	21,868			$	22,111
Net income (loss)		$	(2,457	)		$	(2,053	)
Net income (loss) per common share:
Basic and diluted		$	(0.19	)		$	(0.19	)
Weighted average shares outstanding:
Basic and diluted			12,939				11,021

		FOR THE SIX MONTHS ENDED JUNE 30,				FOR THE SIX MONTHS ENDED JUNE 30,
		2018				2017
Revenue		$	43,425			$	43,983
Net income (loss)		$	(3,710	)		$	(2,787	)
Net income (loss) per common share:
Basic and diluted		$	(0.29	)		$	(0.26	)
Weighted average shares outstanding:
Basic and diluted		$	12,762			$	10,658

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