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NOTE 4 - ACQUISITIONS (Tables) | 9 Months Ended
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Sep. 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 |  |  | USA Payroll |  |  | Others |  |  | Total |
Cash & cash equivalents |  | $ | 767 |  |  | $ | 470 |  |  | $ | 600 |  |  | $ | 1,837 |
Accounts receivable |  |  | 54 |  |  |  | 114 |  |  |  | 2,609 |  |  |  | 2,777 |
Fixed assets |  |  | 121 |  |  |  | 94 |  |  |  | 39 |  |  |  | 254 |
Inventory |  |  | - |  |  |  | - |  |  |  | 657 |  |  |  | 657 |
Other assets |  |  | 49 |  |  |  | 13 |  |  |  | 1,014 |  |  |  | 1,076 |
Funds held for clients |  |  | 10,976 |  |  |  | 20,439 |  |  |  | 14,050 |  |  |  | 45,465 |
Goodwill |  |  | 8,871 |  |  |  | 12,388 |  |  |  | 10,373 |  |  |  | 31,632 |
Intangibles |  |  | 7,240 |  |  |  | 14,280 |  |  |  | 15,440 |  |  |  | 36,960 |
Total assets acquired |  | $ | 28,078 |  |  | $ | 47,798 |  |  | $ | 44,782 |  |  | $ | 120,658 |
Liabilities assumed |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Accounts payable |  |  | 113 |  |  |  | 39 |  |  |  | 1,170 |  |  |  | 1,322 |
Accrued other liabilities |  |  | 951 |  |  |  | 393 |  |  |  | 2,983 |  |  |  | 4,327 |
Deferred revenue |  |  | - |  |  |  | - |  |  |  | 355 |  |  |  | 355 |
Client fund obligations |  |  | 11,820 |  |  |  | 20,439 |  |  |  | 14,050 |  |  |  | 46,309 |
Total liabilities assumed |  |  | 12,884 |  |  |  | 20,871 |  |  |  | 18,558 |  |  |  | 52,313 |
Net assets acquired |  | $ | 15,194 |  |  | $ | 26,927 |  |  | $ | 26,224 |  |  | $ | 68,345 |
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 |  |  | USA Payroll |  |  | Others |  |  | Total |
Purchase price |  | $ | 15,724 |  |  | $ | 27,450 |  |  | $ | 27,950 |  |  | $ | 71,124 |
Working capital adjustment |  |  | (469 | ) |  |  | 66 |  |  |  | 210 |  |  |  | (193 | )
Adjustment to fair value of contingent liability |  |  | - |  |  |  | - |  |  |  | (1,761 | ) |  |  | (1,761 | )
Adjustment to fair value of Asure’s stock |  |  | - |  |  |  | (299 | ) |  |  | (104 | ) |  |  | (403 | )
Debt discount |  |  | (61 | ) |  |  | (290 | ) |  |  | (71 | ) |  |  | (422 | )
Fair value of net assets acquired |  | $ | 15,194 |  |  | $ | 26,927 |  |  | $ | 26,224 |  |  | $ | 68,345 |
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 nine months ended September 30, 2018 and September 30, 2017 gives effect to our 2017 and 2018 business and asset 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 SEPTEMBER 30, 2018 |  |  | FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2017 |
Revenue |  | $ | 23,458 |  |  | $ | 27,163 |
Net income (loss) |  | $ | (2,584 | ) |  | $ | (1,758 | )
Net income (loss) per common share: |  |  |  |  |  |  |  |
Basic and diluted |  | $ | (0.17 | ) |  | $ | (0.14 | )
Weighted average shares outstanding: |  |  |  |  |  |  |  |
Basic and diluted |  |  | 15,223 |  |  |  | 12,418 |
|  | FOR THE NINE MONTHS ENDED SEPTEMBER 30, |  |  | FOR THE NINE MONTHS ENDED SEPTEMBER 30, |
|  | 2018 |  |  | 2017 |
Revenue |  | $ | 70,645 |  |  | $ | 76,590 |
Net income (loss) |  | $ | (7,862 | ) |  | $ | (5,408 | )
Net income (loss) per common share: |  |  |  |  |  |  |  |
Basic and diluted |  | $ | (0.58 | ) |  | $ | (0.52 | )
Weighted average shares outstanding: |  |  |  |  |  |  |  |
Basic and diluted |  | $ | 13,591 |  |  | $ | 10,355 |

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