UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 8-K
 

 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report: March 15, 2018
(Date of earliest event reported)
 
Asure Software, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
0-20008
74-2415696
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification Number)
 
3700 N. Capital of Texas Hwy, Suite 350, Austin, TX
78746
(Address of principal executive offices)
(Zip Code)
 
512-437-2700
(Registrant’s telephone number, including area code)
 
Not Applicable
(Former Name or Former Address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1934 (§240.12b-2 of this chapter)
Emerging growth company .
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
 

Item 2.02. Results of Operations and Financial Condition.

On March 15, 2018, Asure Software, Inc. (the “Company”) issued a press release announcing its financial results for its fourth quarter and fiscal year ended December 31, 2017. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
 
The information contained in this Item 2.02 of this Current Report (including the press release furnished as an exhibit hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
 
Item 9.01. Financial Statements and Exhibits.

 (d)           Exhibits
 
EXHIBIT NUMBER
 
DESCRIPTION
99.1
 
 
 
 



 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
  ASURE SOFTWARE, INC.  
       
Dated: March 15, 2018
By:
/s/ Kelyn Brannon  
    Kelyn Brannon, Chief Financial Officer  
     
       
Exhibit 99.1

Asure Software Reports Record Fourth Quarter Revenue and Full Year 2017 Financial Results; Raises Guidance for 2018

AUSTIN, TX – March 15, 2018  Asure Software, Inc. (NASDAQ: ASUR), a leading provider of Human Capital Management (HCM) and workplace management software, reported results for the fourth quarter and fiscal year ended December 31, 2017.

Fourth Quarter and Fiscal 2017 Key Financial Highlights
·
Fourth quarter total revenues of $15.3 million, up 59% year-over-year
·
Fourth quarter subscription revenue of $11.5 million, up 102% year-over-year
·
Fourth quarter subscription revenue backlog (deferred & unearned) of $14.2 million, up 42% year-over-year
·
Fiscal 2017 total revenues of $54.4 million, up 53% year-over-year
·
Fiscal 2017 subscription revenue of $39.3 million, up 91% year-over-year
·
Fiscal 2017 subscription revenue backlog (deferred & unearned) of $23.6 million, up 97% year-over-year

Fourth Quarter 2017 Financial Summary
 
Actual Results
 
   
For the three months ended
 
(in millions except per share data and percentages)
 
December 31, 2017
   
December 31, 2016
   
Change (%)
 
Revenue
 
$
15.3
   
$
9.7
     
59
%
                         
Gross Margin
 
$
11.3
   
$
7.5
     
51
%
Gross Margin (as a % of revenue)
   
74.1
%
   
77.5
%
   
-4
%
                         
EBITDA
 
$
1.5
   
$
1.7
     
-7
%
Non-GAAP EBITDA, excluding one-time expenses*
 
$
3.6
   
$
2.2
     
63
%
                         
Net Income (Loss)
 
$
(1.5
)
 
$
0.1
     
-1262
%
                         
Net Income (Loss) per  Share
 
$
(0.12
)
 
$
0.02
     
-700
%
Non-GAAP Net Income (Loss) per  Share, excluding one-time expenses*1
 
$
0.04
   
$
0.09
     
-56
%
Non-GAAP Net Income (Loss) per Share*2
 
$
0.17
   
$
0.20
     
-15
%
                         

Twelve Months Ended 2017 Financial Summary
 
Actual Results
 
   
For the twelve months ended
 
(in millions except per share data and percentages)
 
December 31, 2017
   
December 31, 2016
   
Change (%)
 
Revenue
 
$
54.4
   
$
35.5
     
53
%
                         
Gross Margin
 
$
41.8
   
$
27.4
     
52
%
Gross Margin (as a % of revenue)
   
76.8
%
   
77.2
%
   
0
%
                         
EBITDA
 
$
5.8
   
$
4.7
     
22
%
Non-GAAP EBITDA, excluding one-time expenses*
 
$
11.5
   
$
7.5
     
53
%
                         
Net Income (Loss)
 
$
(5.7
)
 
$
(1.0
)
   
489
%
                         
Net Income (Loss) per  Share
 
$
(0.53
)
 
$
(0.15
)
   
253
%
Non-GAAP Net Income (Loss) per  Share, excluding one-time expenses*1
 
$
-
   
$
0.24
     
-100
%
Non-GAAP Net Income (Loss) per Share*2
 
$
0.50
   
$
0.68
     
-26
%

1


*
Non-GAAP financial measures are reconciled to GAAP in the tables set forth on page 8 of this earnings release.
1
Non-GAAP Net Income (Loss) per Share, excluding one-time expenses, is calculated by combining the Company’s GAAP Net Income (Loss), or earnings per share, with expenses that management believes are one time in nature and are not expected to recur on a dollar or per share basis. These one-time expenses primarily relate to legal and professional services with respect to our acquisition and financing activities and costs associated with severance, recruitment and relocation of employees, as well as purchase accounting adjustments. See the reconciliation table on page 8 for more information as well as a reconciliation of this Non-GAAP measure to Net Income (Loss) per Share.
 
2
Non-GAAP Net Income (Loss) per Share, is calculated by combining the Company’s GAAP Net Income (Loss) or earnings per share, with the one-time expense described in Note 1 above, and the following additional items: amortization expense on acquisition-related intangible assets and stock-based compensation expense. See the reconciliation table on page 8 for more information as well as a reconciliation of this Non-GAAP measure to Net Income (Loss) per Share.

Fourth Quarter 2017 Financial Results
·
Cloud bookings for the fourth quarter of 2017 were up 228% year-over-year.
·
Revenue for the fourth quarter of 2017 increased 59% to $15.3 million from $9.7 million in the same year-ago quarter.
·
Recurring revenue for the fourth quarter of 2017 as a percent of total revenue was 84%, an improvement from 73% in the fourth quarter of 2016.
·
Cloud revenue for the fourth quarter of 2017 increased 102% year-over year.
·
Gross margin for the fourth quarter of 2017 was $11.3 million (74.1% of total revenue), a 51% increase from $7.5 million (77.5% of total revenue) in the fourth quarter of 2016.
·
Non-GAAP EBITDA (Earnings before Interest, Taxes, Depreciation and Amortization) excluding one-time items* for the fourth quarter of 2017 totaled approximately $3.6 million, an improvement from $2.2 million in the fourth quarter of 2016.
·
Non-GAAP net income per share, excluding one-time items*, for the fourth quarter of 2017 totaled $0.04 (based on 12.7 million shares), compared to non-GAAP net income per share, excluding one-time items*, of $0.09 (based on 7.1 million shares) in the fourth quarter of 2016.
·
Non-GAAP net income per share for the fourth quarter of 2017 totaled $0.17, compared to non-GAAP net income per share of $0.20 in the fourth quarter of 2016.
·
Deferred revenue increased 42% to $14.2 million from $10.0 million in the same year ago quarter.

Fiscal 2017 Financial Results
·
Cloud bookings for fiscal 2017 were up 162% compared to fiscal 2016.
·
Fiscal 2017 revenue increased 53% to $54.4 million from $35.5 million in fiscal 2016.
·
Recurring revenue for fiscal 2017 as a percent of total revenue was 82% as compared to 74% in fiscal 2016.
·
Cloud revenue for fiscal 2017 increased 91% compared to fiscal year 2016.
·
Gross margin for fiscal 2017 was $41.8 million (76.8% of total revenue) compared to $27.4 million (77.2% of total revenue) in fiscal 2016.
·
Non-GAAP EBITDA excluding one-time items* for fiscal 2017 totaled approximately $11.5 million, an improvement from $7.5 million in 2016.
·
Non-GAAP net income per share excluding one-time items*, for fiscal 2017 was $0.00 (based on 10.9 million shares), compared to $0.24 (based on 6.6 million shares) for fiscal 2016.
·
Non-GAAP net income per share for fiscal 2017 totaled $0.50 as compared to $0.68 in fiscal 2016.

2

Fiscal Year 2017 Operational Highlights
·
Successfully acquired and integrated six companies, including the Evolution Small and Mid-market (SMB) HCM platform from iSystems, a cornerstone component of Asure’s solution strategy.
·
Overall pipeline of deals increased approximately 245% from the same quarter a year ago, reflecting the additions of the company’s strategic acquisitions, increased cross-selling opportunities across our acquired and existing businesses as well as the effectiveness of the expanded sales force.
·
Secured new wins across a range of industry verticals and continued expansion at Fannie Mae, HSBC, Startek, Genpact, Anthem, BDO, Fiserv, Rogers, Cal Maine, OMERS and others.
·
Released expanded APIs (Application Programming Interfaces) to continue the company’s commitment to an open platform technology and partner integration.
·
Released Advanced HR 2.0 for Asure’s SMB HCM & Payroll Platform, a significant upgrade enabling our channel partners to leverage this strategic growth market.
·
Released a new version of Asure’s Time & Labor mobile app with geo positioning verification, continuing Asure’s lead in this technology area.
·
Expanded Digital Workplace initiatives, including enhanced map and navigational views to support team collaboration, IoT driven indoor positioning, and expansion of Asure’s already deep integration with Microsoft’s O365 platform.
·
Multiple senior and executive management hires, including the addition of CFO Kelyn Brannon, former CFO of Arista Networks, Calix, and Calypso Technology. In addition, Web Hill, former Executive VP at Ceridian and Wells Fargo, was brought in as Vice President and General Manager for the Evolution HCM business; while Bob Diez, formerly of IBM and Ceridian, was brought in as Vice President and General Manager for the Asure HR Consulting business.
·
Successful completion of capital raises through the sale of common equity and increased credit facility resulting in a new financial partnership with Wells Fargo and Goldman Sachs.

Fiscal 2018 Financial Guidance
Asure management is raising its financial guidance for fiscal 2018 ending December 31, 2018:
 
2018 Financial Guidance
Fiscal 2018
Revenue
$79.0 million to $82.0 million
Non-GAAP EBITDA, excluding one-time items
$18.0 million to $20.0 million

For fiscal 2018, Asure expects to achieve between $79.0 million and $82.0 million in revenue, with Non-GAAP EBITDA, excluding one-time items, of between $18.0 million and $20.0 million.

Asure reaffirmed its previously communicated objective to reach double-digit organic revenue growth along with multiple “tuck-in” acquisitions of resellers of its channel products.

Management Commentary
“2017 was a year of significant progress for Asure,” said company CEO Pat Goepel. “From a financial standpoint, we achieved several records, including for revenue, gross profit, cloud revenue and non-GAAP EBITDA. Our success was driven by continued strong execution and growth across the entire business, but particularly in cloud revenue, as we added new customers onto our platform as well as transitioned existing customers to the cloud. In fact, revenue from our cloud services more than doubled in the fourth quarter and was up more than 90% for the year, a direct result of the emphasis we’re placing on this important and growing area of our business. In addition, our cloud bookings were up 228% in the fourth quarter and 162% for the full year, reflecting the effectiveness of the strategy we implemented in during 2017 that emphasizes that our entire sales team sells our full suite of products, from time & labor and workspace management to human capital management.”

Asure CFO Kelyn Brannon added: “Our continued execution of our cloud strategy produced strong gross margins and recurring revenue both in Q4 and the full year, along with solid EBITDA and non-GAAP profitability as well. The 53% improvement in our non-GAAP EBITDA for 2017 would have been even stronger, and in line with our guidance, but our results were hampered by higher commission expenses, which were actually due to our strong cloud bookings, investments we made to solidify our infrastructure for larger acquisitions in 2018, as well as one larger customer who decided to purchase our solutions in a phased quarterly plan rather than entirely in one quarter. Altogether, these factors totaled approximately $1.2 million in the fourth quarter. Additionally, while our EPS numbers were in line with our guidance, we did receive a $0.04 tax benefit in the fourth quarter of 2017 from the 2017 tax reform legislation. As we look ahead, our strong cash position as well as these investments in infrastructure have contributed to an improvement in the operating leverage of our business model.
3


Goepel continued: “Additionally, beyond our solid organic growth numbers, we’ve also continued to showcase our prowess in finding highly accretive and synergistic acquisition opportunities. In January we finalized deals on three different service bureaus in our payroll processing business, all of which are already fully integrated and providing Asure with opportunities for significant customer, product and financial synergies, which is directly in line with our overall growth strategy. These bureaus also expand Asure’s footprint across the U.S., giving us greater coverage nationwide. Our acquisition of TelePayroll, in particular, gives us a much stronger foothold in the West Coast. Meanwhile Savers Administrative represented our entry into the Carolinas, and Pay Systems of America further bolstered our position in the Southeast.

“Between our financial and operational successes in 2017 and our continuing accretive acquisitions, Asure entered the new year with solid momentum. We remain focused on the key initiatives that have and will continue to drive us forward: accelerating the velocity of our cross-selling opportunities and scaling our business further. Our execution on this roadmap will lead us to continued success in 2018. In fact, by year end, we plan to have generated $79.0 million to $82.0 million in revenue and $18.0 million to $20.0 million in non-GAAP EBITDA. Our company has the right growth strategy, significant financial and operational momentum, and industry-leading solutions that will power us to scale our business even further, both in the near-term and over the longer run as well.”

Conference Call Details
Asure management will host a conference call today (Thursday, March 15, 2018) at 11:00 a.m. Eastern time (10:00 a.m. Central time) to discuss these financial results and outlook. Asure CEO Pat Goepel and CFO Kelyn Brannon will host the presentation, followed by a question and answer period.

U.S. dial-in: 877-853-5636
International dial-in: 631-291-4544
Conference ID: 4182958

Please call the conference telephone number ten minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact Liolios Group at 949-574-3860.

The conference call will be broadcasted live and available for replay via the investor section of the company’s website.

About Asure Software
Asure Software, Inc. (NASDAQ: ASUR), headquartered in Austin, Texas, offers intuitive and innovative solutions designed to help organizations of all sizes and complexities build companies of the future. Our cloud platforms enable more than 100,000 clients direct and indirect, worldwide to better manage their people and space in a mobile, digital, multi-generational, and global workplace. Asure Software’s offerings include a fully-integrated HCM platform, flexible benefits and compliance administration, HR consulting, and time and labor management as well as a full suite of workspace management solutions for conference room scheduling, desk sharing programs, and real estate optimization. For more information, please visit www.asuresoftware.com.
4


“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995:
Statements in this press release regarding Asure’s business and financial performance which are not historical facts are “forward-looking statements” that involve various risks and uncertainties, including those descried in our filings and reports with the Securities and Exchange Commission. Such risks and uncertainties could cause actual results to differ materially from those contained in the forward-looking statements. In particular, there is no assurance that Asure will achieve any particular level of revenues or income, consummate any additional acquisitions or successfully integrate any future acquired businesses. All forward-looking statements in this press release are based on information available to Asure as of the date hereof and Asure assumes no obligation to publicly update any forward-looking statement to reflect events or circumstances occurring after the date of this press release.

Company Contact:
Kelyn Brannon, CFO
Asure Software, Inc.
888-323-8835
kelyn.brannon@asuresoftware.com

Investor Relations Contact:
Matt Glover
Liolios Group, Inc.
949-574-3860
ASUR@liolios.com
5


ASURE SOFTWARE, INC.
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
 
  
 
December 31,
2017
   
December 31,
2016
 
Assets
           
Current assets:
           
Cash and cash equivalents
 
$
27,792
   
$
12,767
 
Accounts and note receivable, net of allowance for doubtful accounts
of $425 and $338 at December 31, 2017 and December 31, 2016, respectively
   
13,361
     
8,108
 
Inventory
   
509
     
487
 
Prepaid expenses and other current assets
   
2,588
     
1,256
 
Total current assets before funds held for clients
   
44,250
     
22,618
 
Funds held for clients
   
42,328
     
22,981
 
Total current assets
   
86,578
     
45,599
 
Property and equipment, net
   
5,217
     
1,878
 
Goodwill
   
77,348
     
26,259
 
Intangible assets, net
   
33,554
     
12,048
 
Other assets
   
614
     
39
 
Total assets
 
$
203,311
   
$
85,823
 
Liabilities and stockholders’ equity
               
Current liabilities:
               
Current portion of notes payable
 
$
8,895
   
$
5,455
 
Accounts payable
   
1,912
     
1,576
 
Accrued compensation and benefits
   
2,477
     
1,192
 
Other accrued liabilities
   
862
     
936
 
Deferred revenue
   
13,078
     
9,252
 
  Total current liabilities before client fund obligations
   
27,224
     
18,411
 
Client fund obligations
   
42,328
     
22,981
 
Total current liabilities
   
69,552
     
41,392
 
Long-term liabilities:
               
Deferred revenue
   
1,125
     
769
 
Notes payable, net of current portion and debt issuance cost
   
66,973
     
24,581
 
Other liabilities
   
1,887
     
835
 
Total long-term liabilities
   
69,985
     
26,185
 
Total liabilities
   
139,537
     
67,577
 
Commitments (Note 13)
               
Stockholders’ equity:
               
Preferred stock, $.01 par value; 1,500 shares authorized; none issued or outstanding
   
-
     
-
 
Common stock, $.01 par value; 22,000 and 11,000 shares authorized; 12,876 and 8,901 shares issued,
12,492 and 8,517 shares outstanding at December 31, 2017 and December 31, 2016, respectively
   
129
     
89
 
Treasury stock at cost, 384 shares at December 31, 2017 and December 31, 2016
   
(5,017
)
   
(5,017
)
Additional paid-in capital
   
346,322
     
295,044
 
Accumulated deficit
   
(277,597
)
   
(271,875
)
Accumulated other comprehensive income (loss)
   
(63
)
   
5
 
Total stockholders’ equity
   
63,774
     
18,246
 
Total liabilities and stockholders’ equity
 
$
203,311
   
$
85,823
 
 

6

ASURE SOFTWARE, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Amounts in thousands, except share and per share data)
 
 
 
 
FOR THE
TWELVE MONTHS ENDED
DECEMBER 31,
 
 
 
2017
   
2016
 
Revenues:
           
Cloud revenue
 
$
39,267
   
$
20,606
 
Hardware revenue
   
4,703
     
3,795
 
Maintenance and support revenue
   
4,453
     
4,566
 
On premise software license revenue
   
1,392
     
2,218
 
Professional services revenue
   
4,627
     
4,357
 
Total revenues
   
54,442
     
35,542
 
Cost of Sales
   
12,619
     
8,117
 
Gross margin
   
41,823
     
27,425
 
 
               
Operating expenses
               
Selling, general and administrative
   
33,887
     
21,048
 
Research and development
   
4,459
     
2,897
 
Amortization of intangible assets
   
4,477
     
2,253
 
Total operating expenses
   
42,823
     
26,198
 
 
               
Income (loss) from operations
   
(1,000
)
   
1,227
 
 
               
Other income (loss)
               
Interest expense and other
   
(4,626
)
   
(2,010
)
Total other loss, net
   
(4,626
)
   
(2,010
)
 
               
Loss from operations before income taxes
   
(5,626
)
   
(783
)
Income tax provision
   
(96
)
   
(189
)
Net loss
 
$
(5,722
)
 
$
(972
)
Other comprehensive income (loss):
               
Foreign currency translation gain
   
(68
)
   
83
 
Other comprehensive loss
 
$
(5,790
)
 
$
(889
)
 
               
Basic and diluted net loss per share
               
Basic
 
$
(0.53
)
 
$
(0.15
)
Diluted
 
$
(0.53
)
 
$
(0.15
)
Weighted average basic and diluted shares
               
Basic
   
10,891,000
     
6,533,000
 
Diluted
   
10,891,000
     
6,533,000
 
 
7

ASURE SOFTWARE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
 
 
 
FOR THE
TWELVE MONTHS ENDED
DECEMBER 31,
 
 
 
2017
   
2016
 
CASH FLOWS FROM OPERATING ACTIVITIES:
           
Net loss
 
$
(5,722
)
 
$
(972
)
Adjustments to reconcile net loss to net cash used in operations:
               
Depreciation and amortization
   
6,058
     
3.613
 
Provision for doubtful accounts
   
495
     
265
 
Share-based compensation
   
593
     
226
 
Other
   
-
     
94
 
Changes in operating assets and liabilities:
               
Accounts receivable
   
(4,096
)
   
(3,401
)
Inventory
   
(17
)
   
297
 
Prepaid expenses and other assets
   
(1,325
)
   
233
 
Accounts payable
   
(254
)
   
(1,104
)
Accrued expenses and other long-term obligations
   
1,589
     
466
 
Deferred revenue
   
2,643
     
(1,729
)
         Net cash used in operating activities
   
(36
)
   
(2,012
)
 
               
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Acquisitions net of cash acquired
   
(45,390
)
   
(12,000
)
Purchases of property and equipment
   
(1,400
)
   
(436
)
Software capitalization costs
   
(1,658
)
   
-
 
Collection of note receivable
   
-
     
223
 
Restricted cash
   
200
     
-
 
Net change in funds held for clients
   
(10,244
)
   
(6,562
)
         Net cash used in investing activities
   
(58,492
)
   
(18,775
)
 
               
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Proceeds from notes payable
   
45,777
     
18,413
 
Payments on notes payable
   
(8,973
)
   
(7,233
)
Debt financing fees
   
(1,433
)
   
(438
)
Payments on capital leases
   
(131
)
   
(197
)
Net proceeds from issuance of common stock
   
28,002
     
15,192
 
Net change in client fund obligations
   
10,299
     
6,562
 
        Net cash provided by financing activities
   
73,541
     
32,299
 
 
               
Effect of foreign exchange rates
   
12
     
97
 
 
               
Net increase (decrease) in cash and cash equivalents
   
15,025
     
11,609
 
Cash and cash equivalents at beginning of period
   
12,767
     
1,158
 
Cash and cash equivalents at end of period
 
$
27,792
   
$
12,767
 
 
               
SUPPLEMENTAL INFORMATION:
               
Cash paid for:
               
Interest
 
$
3,466
   
$
1,415
 
 Income taxes
   
23
     
-
 
Non-cash Investing and Financing Activities:
               
Subordinated notes payable –acquisitions
   
9,193
     
6,000
 
Equity issued in connection with acquisitions
   
22,353
     
-
 
 
 
8

 
*Non-GAAP Financial Measures
 
This press release includes the following financial measures defined as non-GAAP financial measures by the Securities and Exchange Commission: EBITDA and GAAP Net Income (Loss) excluding one-time expenses. These supplemental financial measures are not required by GAAP, nor is the presentation of this financial information intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. Management recognizes that non-GAAP financial measures have limitations in that they do not reflect all of the expenses associated with Asure’s earnings results as determined in accordance with GAAP. However, for the reasons described below, management uses these non-GAAP measures to evaluate the performance of Asure’s business. Asure’s management believes that it is important to provide investors with these same tools, together with reconciliation to GAAP, for evaluating the performance of Asure’s business, as it may provide additional insight into Asure’s financial results. See the “Reconciliation of GAAP Net Income (Loss) to Net Income (Loss) Before Interest, Taxes, Depreciation, Amortization and Stock Compensation Expense (EBITDA)” and the “Reconciliation of GAAP Net Income/(Loss) to Net Income (Loss) Excluding One-Time Expenses” tables included in this press release for further information regarding these non-GAAP financial measures. In addition, these measures are presented because management believes they are frequently used by securities analysts, investors and others in the evaluation of companies. 

EBITDA is calculated by adding income taxes, interest expense, depreciation and amortization and stock compensation expense to net earnings. EBITDA is not defined under GAAP and should not be considered in isolation or as a substitute for net earnings and other consolidated earnings data prepared in accordance with GAAP or as a measure of Asure’s profitability.

Non-GAAP Net Income (Loss) Excluding One-Time Expenses is calculated by combining the company’s GAAP Net Income (Loss), or earnings per share, with expenses that management believes are one time in nature and are not expected to recur on a dollar or per share basis. These one-time expenses primarily relate to legal and professional services with respect to our acquisition and financing activities and costs associated with severance, recruitment and relocation of employees, as well as purchase accounting adjustments.

Non-GAAP Net Income (Loss) is calculated by combining the company’s GAAP Net Income (Loss), or earnings per share, with the one-time expenses that are excluded in the company’s Non-GAAP Net Income (Loss) Excluding One-Time Expenses, and also excluding the impact of the following: amortization expense on acquisition-related intangible assets and stock-based compensation expense. We have revised our non-GAAP Net Income (Loss) to include acquisition-related amortization, as we believe this will more accurately reflect how we analyze our operations and provide information needed by investors to gain additional insight into our financial results. These expenses have been included in the non-GAAP Net Income (Loss) for all periods presented.











9


Guidance
Reconciliation of GAAP Net Income (Loss) to EBITDA Excluding One-time Expenses:

$000s
 
Fiscal 2018
 
Net Income (Loss)
 
$
(1,500
)
 to
 
$
(2,000
)
Interest
   
7,500
 
 to
   
8,000
 
Tax
   
500
 
 to
   
1,000
 
Depreciation and Amortization
   
2,400
 
 to
   
2,800
 
Amortization of Acquisition Related Intangibles
   
6,400
 
 to
   
6,800
 
Stock Compensation
   
700
 
 to
   
900
 
EBITDA
   
16,000
 
 to
   
17,500
 
One-time expenses
   
2,000
 
 to
   
2,500
 
EBITDA excluding one-time expenses
 
$
18,000
 
 to
 
$
20,000
 

 
10

Reconciliation of GAAP Net Income (Loss) to Net Income (Loss) Before Interest, Taxes, Depreciation,
Amortization and Stock Compensation Expense (EBITDA) and Non-GAAP EBITDA Excluding One-time Expenses.

FOR THE THREE MONTHS ENDED
$000s
 
December 31,
2017
   
December 31,
2016
 
Net Income (Loss)
   
(1,545
)
   
131
 
Interest
   
1,403
     
543
 
Tax
   
(272
)
   
56
 
Depreciation
   
337
     
193
 
Amortization
   
1,379
     
730
 
Stock Compensation
   
230
     
60
 
EBITDA
   
1,532
     
1,713
 
One-time expenses
   
2,074
     
502
 
Non-GAAP EBITDA excluding one-time expenses
   
3,606
     
2,215
 

FOR THE TWELVE MONTHS ENDED
$000s
 
December 31,
2017
   
December 31,
2016
 
Net Loss
   
(5,722
)
   
(972
)
Interest
   
4,764
     
1,917
 
Tax
   
96
     
189
 
Depreciation
   
1,128
     
935
 
Amortization
   
4,930
     
2,678
 
Stock Compensation
   
593
     
226
 
EBITDA
   
5,789
     
4,973
 
One-time expenses
   
5,739
     
2,550
 
Non-GAAP EBITDA excluding one-time expenses
   
11,528
     
7,523
 
11

Reconciliation of GAAP Net Income (Loss) to Non-GAAP Net Income (Loss) Excluding One-time Expenses
 
FOR THE THREE MONTHS ENDED
$000s
 
December 31,
2017
   
December 31,
2016
 
Net Income (Loss)
   
(1,545
)
   
131
 
Legal & Professional Services
   
951
     
429
 
Severance, Recruitment & Relocation
   
474
     
-
 
Other one-time items (net)
   
649
     
73
 
Sub-total excluding Taxes
   
2,074
     
502
 
Sub-total one-time expenses
   
2,074
     
502
 
Non-GAAP Net Income (Loss) excluding one-time expenses
   
529
     
633
 
Weighted average shares of common stock outstanding
   
12,583
     
7,098
 
Non-GAAP Net Income (Loss) per Share, excluding one-time expenses
 
$
0.04
   
$
0.09
 
 
 
FOR THE TWELVE MONTHS ENDED
 
$000s
 
December 31,
2017
   
December 31,
2016
 
Net Income (Loss)
   
(5,722
)
   
(972
)
Legal & Professional Services
   
3,435
     
1,411
 
Severance, Recruitment & Relocation
   
1,333
     
809
 
Other one-time expenses (net)
   
971
     
330
 
Sub-total excluding Taxes
   
5,739
     
2,550
 
Sub-total one-time expenses
   
5,739
     
2,550
 
Non-GAAP Net Income (Loss) excluding one-time expenses
   
17
     
1,578
 
Weighted average shares of common stock outstanding     11,092       6,619  
Non-GAAP Net Income (Loss) per Share, excluding one-time expenses
  $ 0.00     $ 0.24  
 
12

 
Reconciliation of GAAP Net Income (Loss) to Non-GAAP Net Income (Loss)
 
FOR THE THREE MONTHS ENDED
$000s
 
December 31,
2017
   
December 31,
2016
 
Net Income (Loss)
   
(1,545
)
   
131
 
Amortization expense on acquisition-related intangible assets
   
1,379
     
730
 
One-time expenses
   
2,074
     
502
 
Stock compensation
   
230
     
60
 
Sub-total Non-GAAP Expenses
   
3,683
     
1,292
 
Non-GAAP Net Income (Loss)
   
2,138
     
1,423
 
Weighted-average shares of common stock outstanding
   
12,683
     
7,098
 
Non-GAAP Net Income (Loss) per Share
 
$
0.17
   
$
0.20
 
 
FOR THE TWELVE MONTHS ENDED
$000s
 
December 31,
2017
   
December 31,
2016
 
Net Income (Loss)
   
(5,722
)
   
(972
)
Amortization expense on acquisition-related intangible assets
   
4,930
     
2,678
 
One-time expenses
   
5,739
     
2,550
 
Stock compensation
   
593
     
226
 
Sub-total Non-GAAP Expenses
   
11,262
     
5,454
 
Non-GAAP Net Income (Loss)
   
5,540
     
4,482
 
Weighted-average shares of common stock outstanding
   
11,092
     
6,619
 
Non-GAAP Net Income (Loss) per Share
 
$
0.50
   
$
0.68
 
13