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The Company's arrangements with resellers do not allow for any rights of return. Deferred revenue includes amounts received from customers in excess of revenue recognized, and is comprised of deferred maintenance, service and other revenue.
Deferred revenues are recognized in the Consolidated Statements of Operations when the service is completed and over the terms of the arrangements, primarily ranging from one to three years. Intangible Assets and Goodwill. The Company records the assets acquired and liabilities assumed in business combinations at their respective fair values at the date of acquisition, with any excess purchase price recorded as goodwill.
Valuation of intangible assets and in-process research and development entails significant estimates and assumptions including, but not limited to, estimating future cash flows from product sales, developing appropriate discount rates, estimating probability rates for the continuation of customer relationships and renewal of customer contracts, and approximating the useful lives of the intangible assets acquired U.
GAAP requires that intangible assets other than goodwill with an indefinite life should not be amortized until their life is determined to be finite, and all other intangible assets must be amortized over their useful lives.
The Company is currently amortizing its acquired intangible assets with definite lives over periods ranging from one to nine years. In accordance with FASB ASC , Asure reviews and evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable.
If the carrying amounts are greater than the undiscounted cash flows, the fair values of those assets are estimated by discounting the projected cash flows. Any excess of the carrying amounts over the fair values are recorded as impairments in that fiscal period. Depending on the number of customers that contracted with Asure and the related pricing, the cash flows associated with the Ceridian customers may vary from historical levels.
The undiscounted cash flows from the intangible asset exceeded the carrying value of the intangible asset and thus no impairment was required.
Recent Accounting Pronouncements. The selling price for each deliverable shall be determined using vendor specific objective evidence of selling price, if it exists, otherwise third-party evidence of selling price shall be used. If neither exists for a deliverable, the vendor shall use its best estimate of the selling price for that deliverable.
After adoption, this guidance will also require expanded qualitative and quantitative disclosures. The adoptions of this ASC update did not have a material impact to its condensed consolidated statement of operations for the three and nine months ended September 30, and However, the Company cannot predict whether the impact of this update will have a material impact in future quarters due to potential changes in products and product mix. Prior to the adoption of the updated FASB ASC , the Company accounted for its software subscriptions and related setup, implementation and professional services as a single accounting unit.
Thus all revenues associated with such an arrangement were recognized pro-rata over the life of the software subscription service contract. Thus the software subscription service revenue is recognized pro-rata over the life of the software subscription contract, while the related setup and implementation revenues are recognized upon completion. The result of the adoption is an immaterial acceleration of setup and implementation revenues related to software subscriptions.
The new guidance creates a uniform framework for applying fair value measurement principles. New disclosures required by the guidance include: quantitative information about the significant unobservable inputs used for Level 3 measurements; a qualitative discussion about the sensitivity of recurring Level 3 measurements to changes in the unobservable inputs disclosed, including the interrelationship between inputs; and a description of the company's valuation processes.
This guidance is effective for interim and annual periods beginning after December 15, , and all amendments will be applied prospectively with any changes in measurements recognized in income in the period of adoption. The new guidance amends disclosure requirements for the presentation of comprehensive income.
All changes in OCI will be presented either in a single continuous statement of comprehensive income or in two separate but consecutive financial statements.
The guidance does not change the items that must be reported in OCI. This guidance is effective for fiscal years and interim reporting periods within those years beginning after December 15, with early adoption permitted. The adoption of this guidance will not impact the Company's consolidated financial position, results of operations or cash flows and will only impact the presentation of OCI in the consolidated financial statements. ITEM 7A. The Company is a smaller reporting company as defined by Rule 12b-2 under the Exchange Act and is not required to provide the information required under this item.
ITEM 8. ITEM 9. ITEM 9A. Evaluation of Disclosure Control and Procedures. ITEM 9B. ITEM The information required under this item is incorporated by reference from the Company's definitive proxy statement relating to its annual meeting of shareholders, which will be filed with the Securities and Exchange Commission within days of the end of calendar year The information required under this item, with the exception of the table provided below, is incorporated by reference from the Company's definitive proxy statement relating to its annual meeting of shareholders, which will be filed with the Securities and Exchange Commission within days of the end of calendar year Plan Category.
Number of. Exercise of. Weighted Average. Exercise Price of. Available for. Future Issuance Under. Equity Compensation. Plans Excluding. Securities Reflected in. Column A. Equity Compensation Plans Approved by Stockholders 1.
Financial Statements and Financial Statements Schedules. Consolidated Financial Statements. Consolidated Balance Sheets as of December 31, and Consolidated Statements of Operations for the twelve months ended December 31, and December 31, Consolidated Statements of Cash Flows for the twelve months ended December 31, and December 31, Notes to Consolidated Financial Statements.
All schedules for which provision is made in the applicable account regulation of the Securities and Exchange Commission are either not required under the related instructions, are inapplicable or the required information is included elsewhere in the Consolidated Financial Statements and incorporated herein by reference.
Financial Statements:. Consolidated Statements of Operations for the year ended December 31, and Consolidated Statements of Changes in Stockholders' Equity for the year ended December 31, and Consolidated Statements of Cash Flows for the year ended December 31, and Notes to the Consolidated Financial Statements. We have audited the accompanying consolidated balance sheets of Asure Software, Inc.
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Asure Software, Inc. March 30, Amounts in thousands. December, Current assets:. Cash and cash equivalents. Notes receivable. Prepaid expenses.
Total current assets. Property and equipment, net. Intangible assets, net. Total assets. Liabilities and Stockholders' Equity. Current liabilities:. Line of Credit. Current portion of notes payable. Accounts payable. Accrued compensation and benefits. Other accrued liabilities. Deferred revenue. Total current liabilities. Long-term liabilities:. Subordinated notes payable. Subordinated convertible notes payable. Derivative liability. Other long-term obligations.
Total long-term liabilities. Stockholders' equity:. Treasury stock at cost, and shares at December 31, and , respectively. Additional paid-in capital. Accumulated deficit. Accumulated other comprehensive loss. Total stockholders' equity. The accompanying notes are an integral part of these consolidated financial statements.
Amounts in thousands, except per share data. December 31, Cost of sales. Operating Expenses. Selling, general and administrative. Loss on lease agreement. Total operating expenses. Income Loss From Operations. Other Income Expenses. Interest income. Gain on sale of assets. Gain on Investments. Foreign currency translation loss gain. Interest expense and other. Interest expense — amortization of OID and derivative mark-to-market. Total other income loss. Loss From Operations before Income Taxes.
Benefit provision for income taxes. Basic and Diluted Loss Per Share. Weighted Average Basic and Diluted Shares. Income Loss. Stock compensation. Net loss. Purchase of treasury stock. Other comprehensive income. Stock issued upon option exercise. Adjustments to reconcile net loss to net cash used in operations:. Depreciation and amortization. Amortization of leasehold advance and lease impairment.
Provision for doubtful accounts. Share-based compensation. Amortization of original issue discount OID. Derivative mark-to market. Loss on disposal of subtenant leasehold improvements.
Issuance of note receivable. Changes in operating assets and liabilities:. Accounts receivable. Prepaid expenses and other current assets.
Accrued expenses and other long-term obligations. Net purchases of property and equipment. Collection of note receivable. Acquisitions of Legiant net of Cash acquired. Net proceeds from issuance of stock. Payments on capital leases. Net proceeds from exercise of stock options. Proceeds from Line of credit, subordinated notes payable and subordinated convertible notes payable.
Effect of translation exchange rates. Net decrease in cash and equivalents. Cash and equivalents at beginning of period. Cash and equivalents at end of period.
Issuance of note receivable for sale of VTEL common stock. In October , Asure purchased iSarla Inc. Historical share data presented in these consolidated financial statements and notes thereto have been restated to reflect this reverse stock split as of the date earliest presented herin. As shareholder vote counts indicated a majority of shareholders also opposed the Go-Private effort, the Board canceled the special meeting and withdrew its proposal to go private.
In addition to a new board of directors, the Company is currently managed by a new Chief Executive Officer, who the new board of directors believes will be able to implement its strategy for growing the software business and achieving profitability and positive cash flows. However, uncertainties and challenges remain and there can be no assurances that Asure's current strategy will be successful. On November 24, , the Board of Directors of the Company approved a change in the Company's fiscal year end from July 31 to December 31 of each year.
This change to the calendar year reporting cycle began January 1, All intercompany transactions and balances have been eliminated in consolidation. Accordingly, in accordance with ASC , the Company determined that is has a single reporting segment and operating unit structure.
The more significant estimates made by management include the valuation allowance for the gross deferred tax assets, lease impairment, useful lives of fixed assets, the determination of the fair value of its long-lived assets, and the fair value of assets acquired and liabilities assumed during the iEmployee, ADI Time and Legiant acquisitions. The Company may continue to reduce expenses and thus may utilize its cash balances in the short-term to reduce long-term costs. In the short-term, any acquisitions will be funded with cash on the balance sheet, cash from operations, and cash or debt raised from outside sources as well as with equity.
Cash and cash equivalents include cash deposits and highly liquid investments with an original maturity of three months or less when purchased. We apply the authoritative guidance on fair value measurements for financial assets and liabilities that are measured at fair value on a recurring basis, and non-financial assets and liabilities such as goodwill, intangible assets and property and equipment that are measured at fair value on a non-recurring basis.
The Company reviews potential customers' credit ratings to evaluate customers' ability to pay an obligation within the payment term, which is usually net thirty days. When payment is reasonably assured and no known barriers exist to legally enforce the payment, the Company extends credit to customers.
An account is placed on "Credit Hold" if a placed order exceeds the credit limit and may be placed on "Credit Hold" sooner if circumstances warrant. The Company follows its credit policy consistently and constantly monitors all of its delinquent accounts for indications of uncollectability. The fair values of these instruments are re-measured each reporting period and a gain or loss is recorded for the change in fair value.
The Company grants credit to customers in the ordinary course of business. The Company performs ongoing credit evaluations of its customers and maintains reserves for potential credit losses. The Company requires advanced payments or secured transactions when deemed necessary. This allowance is based in the aggregate, on historical collection experience, age of receivables, and general economic conditions. The allowances for doubtful accounts as of December 31, and are as follows:.
Year ended December 31, Inventory consists of finished goods and is stated at the lower of cost or market. The Company routinely assesses its on-hand inventory for timely identification and measurement of obsolete, slow-moving or otherwise impaired inventory.
Property and equipment, including software, furniture and equipment, are recorded at cost less accumulated depreciation. Internal support equipment is video teleconferencing equipment used internally for purposes such as sales and marketing demonstrations, Company meetings, testing, troubleshooting customer problems and engineering, and is recorded at manufactured cost, if the Company constructed the asset or is recorded at cost, if purchased.
Depreciation is recorded using the straight-line method over the estimated economic useful lives of the assets, which range from two to five years. Property and equipment also includes leasehold improvements and capital leases, which are recorded at cost less accumulated amortization.
Amortization of leasehold improvements and capital leases is recorded using the straight-line method over the shorter of the lease term or over the life of the respective assets, as applicable. Gains or losses related to retirements or disposition of fixed assets are recognized in the period incurred. Repair and maintenance costs are expensed as incurred. The Company periodically reviews the estimated economic useful lives of its property and equipment and makes adjustments, if necessary, according to the latest information available.
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