asur-20210630
12-31false00008841442021Q200008841442021-01-012021-06-300000884144us-gaap:CommonStockMember2021-01-012021-06-300000884144us-gaap:SeriesAPreferredStockMember2021-01-012021-06-30xbrli:shares00008841442021-08-06iso4217:USD00008841442021-06-3000008841442020-12-31iso4217:USDxbrli:shares0000884144asur:RecurringMember2021-04-012021-06-300000884144asur:RecurringMember2020-04-012020-06-300000884144asur:RecurringMember2021-01-012021-06-300000884144asur:RecurringMember2020-01-012020-06-300000884144asur:ProfessionalServicesRevenueMember2021-04-012021-06-300000884144asur:ProfessionalServicesRevenueMember2020-04-012020-06-300000884144asur:ProfessionalServicesRevenueMember2021-01-012021-06-300000884144asur:ProfessionalServicesRevenueMember2020-01-012020-06-3000008841442021-04-012021-06-3000008841442020-04-012020-06-3000008841442020-01-012020-06-300000884144us-gaap:CommonStockMember2020-12-310000884144us-gaap:TreasuryStockMember2020-12-310000884144us-gaap:AdditionalPaidInCapitalMember2020-12-310000884144us-gaap:RetainedEarningsMember2020-12-310000884144us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-12-310000884144us-gaap:CommonStockMember2021-01-012021-03-310000884144us-gaap:AdditionalPaidInCapitalMember2021-01-012021-03-3100008841442021-01-012021-03-310000884144us-gaap:RetainedEarningsMember2021-01-012021-03-310000884144us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-01-012021-03-310000884144us-gaap:CommonStockMember2021-03-310000884144us-gaap:TreasuryStockMember2021-03-310000884144us-gaap:AdditionalPaidInCapitalMember2021-03-310000884144us-gaap:RetainedEarningsMember2021-03-310000884144us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-03-3100008841442021-03-310000884144us-gaap:CommonStockMember2021-04-012021-06-300000884144us-gaap:AdditionalPaidInCapitalMember2021-04-012021-06-300000884144us-gaap:RetainedEarningsMember2021-04-012021-06-300000884144us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-04-012021-06-300000884144us-gaap:CommonStockMember2021-06-300000884144us-gaap:TreasuryStockMember2021-06-300000884144us-gaap:AdditionalPaidInCapitalMember2021-06-300000884144us-gaap:RetainedEarningsMember2021-06-300000884144us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-06-300000884144us-gaap:CommonStockMember2019-12-310000884144us-gaap:TreasuryStockMember2019-12-310000884144us-gaap:AdditionalPaidInCapitalMember2019-12-310000884144us-gaap:RetainedEarningsMember2019-12-310000884144us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-12-3100008841442019-12-310000884144us-gaap:CommonStockMember2020-01-012020-03-310000884144us-gaap:AdditionalPaidInCapitalMember2020-01-012020-03-3100008841442020-01-012020-03-310000884144us-gaap:RetainedEarningsMember2020-01-012020-03-310000884144us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-01-012020-03-310000884144us-gaap:CommonStockMember2020-03-310000884144us-gaap:TreasuryStockMember2020-03-310000884144us-gaap:AdditionalPaidInCapitalMember2020-03-310000884144us-gaap:RetainedEarningsMember2020-03-310000884144us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-03-3100008841442020-03-310000884144us-gaap:CommonStockMember2020-04-012020-06-300000884144us-gaap:AdditionalPaidInCapitalMember2020-04-012020-06-300000884144us-gaap:RetainedEarningsMember2020-04-012020-06-300000884144us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-04-012020-06-300000884144us-gaap:CommonStockMember2020-06-300000884144us-gaap:TreasuryStockMember2020-06-300000884144us-gaap:AdditionalPaidInCapitalMember2020-06-300000884144us-gaap:RetainedEarningsMember2020-06-300000884144us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-06-3000008841442020-06-300000884144us-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMember2021-06-300000884144us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMember2021-06-300000884144us-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel2Member2021-06-300000884144us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMember2021-06-300000884144us-gaap:MoneyMarketFundsMemberus-gaap:FairValueMeasurementsRecurringMember2021-06-300000884144us-gaap:FairValueInputsLevel1Memberus-gaap:MoneyMarketFundsMemberus-gaap:FairValueMeasurementsRecurringMember2021-06-300000884144us-gaap:MoneyMarketFundsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2021-06-300000884144us-gaap:FairValueInputsLevel3Memberus-gaap:MoneyMarketFundsMemberus-gaap:FairValueMeasurementsRecurringMember2021-06-300000884144us-gaap:AvailableforsaleSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2021-06-300000884144us-gaap:FairValueInputsLevel1Memberus-gaap:AvailableforsaleSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2021-06-300000884144us-gaap:AvailableforsaleSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2021-06-300000884144us-gaap:AvailableforsaleSecuritiesMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2021-06-300000884144us-gaap:FairValueMeasurementsRecurringMember2021-06-300000884144us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2021-06-300000884144us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2021-06-300000884144us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2021-06-300000884144us-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMember2020-12-310000884144us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMember2020-12-310000884144us-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel2Member2020-12-310000884144us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMember2020-12-310000884144us-gaap:MoneyMarketFundsMemberus-gaap:FairValueMeasurementsRecurringMember2020-12-310000884144us-gaap:FairValueInputsLevel1Memberus-gaap:MoneyMarketFundsMemberus-gaap:FairValueMeasurementsRecurringMember2020-12-310000884144us-gaap:MoneyMarketFundsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2020-12-310000884144us-gaap:FairValueInputsLevel3Memberus-gaap:MoneyMarketFundsMemberus-gaap:FairValueMeasurementsRecurringMember2020-12-310000884144us-gaap:AvailableforsaleSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2020-12-310000884144us-gaap:FairValueInputsLevel1Memberus-gaap:AvailableforsaleSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2020-12-310000884144us-gaap:AvailableforsaleSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2020-12-310000884144us-gaap:AvailableforsaleSecuritiesMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2020-12-310000884144us-gaap:FairValueMeasurementsRecurringMember2020-12-310000884144us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2020-12-310000884144us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2020-12-310000884144us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2020-12-3100008841442020-07-012020-07-310000884144us-gaap:CertificatesOfDepositMember2021-06-300000884144us-gaap:CorporateDebtSecuritiesMember2021-06-300000884144us-gaap:MunicipalBondsMember2021-06-300000884144us-gaap:USGovernmentAgenciesDebtSecuritiesMember2021-06-300000884144us-gaap:CertificatesOfDepositMember2020-12-310000884144us-gaap:CorporateDebtSecuritiesMember2020-12-310000884144us-gaap:MunicipalBondsMember2020-12-310000884144us-gaap:USGovernmentAgenciesDebtSecuritiesMember2020-12-31asur:security0000884144asur:IndividuallyMember2021-06-300000884144asur:IndividuallyMember2020-12-310000884144us-gaap:CustomerRelationshipsMember2021-01-012021-06-300000884144us-gaap:CustomerRelationshipsMember2021-06-300000884144us-gaap:DevelopedTechnologyRightsMember2021-01-012021-06-300000884144us-gaap:DevelopedTechnologyRightsMember2021-06-300000884144us-gaap:CustomerListsMember2021-01-012021-06-300000884144us-gaap:CustomerListsMember2021-06-300000884144us-gaap:TradeNamesMember2021-01-012021-06-300000884144us-gaap:TradeNamesMember2021-06-300000884144us-gaap:NoncompeteAgreementsMember2021-01-012021-06-300000884144us-gaap:NoncompeteAgreementsMember2021-06-300000884144us-gaap:CustomerRelationshipsMember2020-01-012020-09-300000884144us-gaap:CustomerRelationshipsMember2020-12-310000884144us-gaap:DevelopedTechnologyRightsMember2020-01-012020-09-300000884144us-gaap:DevelopedTechnologyRightsMember2020-12-310000884144us-gaap:CustomerListsMember2020-01-012020-09-300000884144us-gaap:CustomerListsMember2020-12-310000884144us-gaap:TradeNamesMember2020-01-012020-09-300000884144us-gaap:TradeNamesMember2020-12-310000884144us-gaap:NoncompeteAgreementsMember2020-01-012020-09-300000884144us-gaap:NoncompeteAgreementsMember2020-12-3100008841442020-01-012020-09-300000884144us-gaap:NotesPayableOtherPayablesMember2021-01-012021-06-30xbrli:pure0000884144srt:ConsolidatedEntitiesDomainsrt:MinimumMember2021-06-300000884144srt:ConsolidatedEntitiesDomainsrt:MaximumMember2021-06-300000884144us-gaap:NotesPayableOtherPayablesMember2021-06-300000884144us-gaap:NotesPayableOtherPayablesMember2020-12-310000884144asur:PinnacleBankMember2021-01-012021-06-300000884144asur:PinnacleBankMember2021-06-300000884144asur:PinnacleBankMember2020-12-310000884144us-gaap:NotesPayableOtherPayablesMemberasur:WellsFargoSyndicatedPartnerMember2021-01-012021-06-300000884144us-gaap:NotesPayableOtherPayablesMemberasur:WellsFargoSyndicatedPartnerMember2021-06-300000884144us-gaap:NotesPayableOtherPayablesMemberasur:WellsFargoSyndicatedPartnerMember2020-12-310000884144us-gaap:ShortTermDebtMember2021-06-300000884144us-gaap:ShortTermDebtMember2020-12-310000884144us-gaap:LongTermDebtMember2021-06-300000884144us-gaap:LongTermDebtMember2020-12-310000884144us-gaap:DebtMemberus-gaap:MediumTermNotesMember2020-09-300000884144us-gaap:RevolvingCreditFacilityMemberus-gaap:DebtMember2020-09-300000884144asur:PinnacleBankMember2021-04-012021-06-300000884144us-gaap:AccountsReceivableMember2021-01-012021-06-300000884144us-gaap:AccountsReceivableMember2020-01-012020-12-3100008841442021-06-302021-06-300000884144us-gaap:SalesRevenueNetMember2020-01-012020-12-310000884144us-gaap:SalesRevenueNetMember2021-01-012021-06-300000884144srt:MinimumMember2021-06-300000884144srt:MaximumMember2021-06-300000884144us-gaap:StockOptionMember2021-01-012021-06-300000884144us-gaap:StockOptionMember2021-04-012021-06-300000884144us-gaap:StockOptionMember2020-01-012020-06-300000884144us-gaap:StockOptionMember2020-04-012020-06-30

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

FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2021
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from __ to __
https://cdn.kscope.io/2c1dd3a5967fdac5f720c772d4c03a94-asur-20210630_g1.jpg
ASURE SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
Delaware1-3452274-2415696
(State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)
3700 N. Capital of Texas Hwy #350 Austin, Texas
78746
(Address of principal executive offices)(Zip Code)
512-437-2700
(Registrant’s Telephone Number, including Area Code)
None
(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueASUR
The Nasdaq Capital Market
Series A Junior Participating Preferred Share Purchase RightsN/AN/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 
YesNo
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). 
YesNo
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YesNo

As of August 6, 2021, 19,168,553 shares of the registrant’s Common Stock were outstanding.


Table of Contents

TABLE OF CONTENTS
Page
Number



Table of Contents

PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ASURE SOFTWARE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)
June 30, 2021December 31, 2020
ASSETS(unaudited)
Current assets:
Cash and cash equivalents$20,292 $28,577 
Accounts receivable, net of allowance for doubtful accounts of $2,411 and $2,194 at June 30, 2021 and December 31, 2020, respectively
3,482 3,354 
Inventory279 449 
Prepaid expenses and other current assets3,202 3,284 
Total current assets before funds held for clients27,255 35,664 
Funds held for clients207,432 321,069 
Total current assets234,687 356,733 
Property and equipment, net8,617 8,281 
Goodwill73,958 73,958 
Intangible assets, net58,739 64,552 
Operating lease assets, net5,396 6,450 
Other assets, net4,225 3,953 
Total assets$385,622 $513,927 
LIABILITIES AND STOCKHOLDERS EQUITY
Current liabilities:
Current portion of notes payable$3,277 $12,310 
Accounts payable1,272 1,288 
Accrued compensation and benefits1,588 2,916 
Operating lease liabilities, current1,694 1,833 
Other accrued liabilities1,319 1,380 
Contingent purchase consideration2,096 3,880 
Deferred revenue1,279 4,343 
Total current liabilities before client fund obligations12,525 27,950 
Client fund obligations207,326 320,577 
Total current liabilities219,851 348,527 
Long-term liabilities:
Deferred revenue66 111 
Deferred tax liability1,246 888 
Notes payable, net of current portion10,088 12,225 
Operating lease liabilities, noncurrent4,360 5,366 
Other liabilities592 1,157 
Total long-term liabilities16,352 19,747 
Total liabilities236,203 368,274 
Commitments
Stockholders’ equity:
Preferred stock, $0.01 par value; 1,500 shares authorized; none issued or outstanding
  
Common stock, $0.01 par value; 44,000 and 22,000 shares authorized; 19,483 and 19,354 shares issued, 19,099 and 18,970 shares outstanding at June 30, 2021 and December 31, 2020, respectively
195 193 
Treasury stock at cost, 384 shares at June 30, 2021 and December 31, 2020
(5,017)(5,017)
Additional paid-in capital421,633 419,827 
Accumulated deficit(267,788)(269,954)
Accumulated other comprehensive income396 604 
Total stockholders’ equity149,419 145,653 
Total liabilities and stockholders’ equity$385,622 $513,927 

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. 
1

Table of Contents

ASURE SOFTWARE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands, except per share amounts)
Three Months Ended
June 30,
Six Months Ended
June 30,
2021202020212020
(unaudited)(unaudited)
Revenue:
Recurring$16,072 $13,733 $35,314 $32,168 
Professional services, hardware and other1,096 382 1,656 893 
Total revenue17,168 14,115 36,970 33,061 
Cost of Sales7,223 6,008 14,533 13,848 
Gross profit9,945 8,107 22,437 19,213 
Operating expenses:
Sales and marketing3,622 2,769 7,233 6,344 
General and administrative6,821 5,193 13,319 11,646 
Research and development1,343 1,377 2,467 2,551 
Amortization of intangible assets2,528 2,349 5,056 4,698 
Total operating expenses14,314 11,688 28,075 25,239 
Loss from operations(4,369)(3,581)(5,638)(6,026)
Interest (expense) income and other, net(223)14 (447)710 
Gain on extinguishment of debt8,654  8,654  
Income (loss) from operations before income taxes4,062 (3,567)2,569 (5,316)
Income tax (benefit) expense298 377 403 395 
Net income (loss)3,764 (3,944)2,166 (5,711)
Other comprehensive income:
Unrealized gain (loss) on marketable securities(69)562 (208)627 
Comprehensive income (loss)$3,695 $(3,382)$1,958 $(5,084)
Basic and diluted earnings (loss) per share
Basic$0.20 $(0.25)$0.11 $(0.36)
Diluted$0.20 $(0.25)$0.11 $(0.36)
Weighted average basic and diluted shares
Basic19,040 15,779 19,033 15,753 
Diluted19,203 15,779 19,198 15,753 

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
2

Table of Contents

ASURE SOFTWARE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(in thousands)
(unaudited)
Common Stock OutstandingCommon Stock AmountTreasury StockAdditional Paid-in CapitalAccumulated DeficitOther Comprehensive Income (Loss)Total Stockholders’ Equity
Balance at December 31, 202018,970 $193 $(5,017)$419,827 $(269,954)$604 $145,653 
Stock issued upon option exercise and vesting of restricted stock units51 1 — 131 — — 132 
Share based compensation— — — 626 — — 626 
Share issuance costs— — — (23)— — (23)
Net loss— — — — (1,598)— (1,598)
Other comprehensive loss— — — — — (139)(139)
Balance at March 31, 202119,021 $194 $(5,017)$420,561 $(271,552)$465 $144,651 
Stock issued upon option exercise and vesting of restricted stock units49 1 — 188 — — 189 
Stock issued, ESPP29 — — 170 — — 170 
Share based compensation— — — 714 — — 714 
Net income— — — — 3,764 — 3,764 
Other comprehensive income— — — — — (69)(69)
Balance at June 30, 202119,099 $195 $(5,017)$421,633 $(267,788)$396 $149,419 

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. 
3

Table of Contents

ASURE SOFTWARE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(in thousands)
(unaudited)
Common Stock
Outstanding
Common Stock AmountTreasury StockAdditional Paid-in
Capital
Accumulated DeficitOther Comprehensive
Income (Loss)
Total Stockholders’
Equity
Balance at December 31, 201915,714 $161 $(5,017)$396,102 $(253,642)$(25)$137,579 
Stock issued upon option exercise and vesting of restricted stock units29 — — 106 — — 106 
Share based compensation— — — 438 — — 438 
Net loss— — — — (1,767)— (1,767)
Other comprehensive income— — — — — 65 65 
Balance at March 31, 202015,743 $161 $(5,017)$396,646 $(255,409)$40 $136,421 
Stock issued, ESPP32 — — 157 — — 157 
Stock issued upon option exercise and vesting of restricted stock units66 1 — 301 — — 302 
Share based compensation— — — 588 — — 588 
Net loss— — — — (3,944)— (3,944)
Other comprehensive income— — — — — 562 562 
Balance at June 30, 202015,841 $162 $(5,017)$397,692 $(259,353)$602 $134,086 

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. 
4

Table of Contents

ASURE SOFTWARE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Six Months Ended June 30,
20212020
(unaudited)
Cash flows from operating activities:
Net income (loss)$2,166 $(5,711)
Adjustments to reconcile income (loss) to net cash (used in) provided by operations:
Depreciation and amortization7,905 7,033 
Amortization of operating lease assets830 750 
Amortization of debt financing costs and discount60 170 
Net amortization of premiums and accretion of discounts on available-for-sale securities31 112 
Provision for doubtful accounts1 142 
Provision for deferred income taxes358 71 
Gain on modification of debt (134)
Gain on extinguishment of debt(8,654) 
Net realized gains on sales of available-for-sale securities(269)(286)
Share-based compensation1,340 1,025 
(Gain) loss on disposals of long-term assets(21)52 
Changes in operating assets and liabilities:
Accounts receivable(129)(226)
Inventory107 58 
Prepaid expenses and other assets(190)2,278 
Operating lease right-of-use assets(277)(1,051)
Accounts payable(16)426 
Accrued expenses and other long-term obligations(1,440)(2,553)
Operating lease liabilities(591)275 
Deferred revenue(3,109)(2,781)
Net cash used in operating activities(1,898)(350)
Cash flows from investing activities:
Acquisition of intangible asset (1,823)
Purchases of property and equipment(86)(547)
Software capitalization costs(2,311)(1,342)
Purchases of available-for-sale securities(236)(10,052)
Proceeds from sales and maturities of available-for-sale securities7,813 5,634 
Net cash provided by (used in) investing activities5,180 (8,130)
Cash flows from financing activities:
Proceeds from notes payable 8,856 
Payments of notes payable(3,090)(2,359)
Payments of contingent purchase consideration(1,784) 
Debt financing fees (20)
Net proceeds from issuance of common stock468 566 
Net change in client fund obligations(113,251)(17,393)
Net cash used in financing activities(117,657)(10,350)
Net decrease in cash, cash equivalents, restricted cash, and restricted cash equivalents(114,375)(18,830)
Cash, cash equivalents, restricted cash and restricted cash equivalents, beginning of period324,985 134,060 
Cash, cash equivalents, restricted cash and restricted cash equivalents, end of period$210,610 $115,230 
Reconciliation of cash, cash equivalents, restricted cash, and restricted cash equivalents to the Condensed Consolidated Balance Sheets
Cash and cash equivalents$20,292 $29,259 
Restricted cash and restricted cash equivalents included in funds held for clients190,318 85,971 
Total cash, cash equivalents, restricted cash, and restricted cash equivalents$210,610 $115,230 
Supplemental information:
Cash paid for interest$449 $589 
Cash paid for income taxes$378 $381 
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
5


Table of Contents
ASURE SOFTWARE, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(in thousands, except per share amounts)

NOTE 1 – THE COMPANY AND BASIS OF PRESENTATION

Asure Software, Inc., (“Asure”, the “Company”, “we” and “our”), a Delaware Corporation, is a leading provider of Human Capital Management (“HCM”) software solutions. We help small- and medium-sized companies grow by assisting them in building better teams with skills to stay compliant with ever-changing federal, state, and local tax jurisdictions and labor laws, and better allocate cash so they can spend their financial capital on growing their business rather than back-office overhead expenses. Asure’s Human Capital Management suite, named Asure HCM, includes cloud-based Payroll, Tax Services, and Time & Attendance software as well as human resources (“HR”) services ranging from HR projects to completely outsourcing payroll and HR staff. We also offer these products and services through our network of reseller partners.

Our platform vision is to help clients grow their business and become the most trusted HCM resource to entrepreneurs everywhere. Our product strategy is driven by three primary challenges that prevent businesses from growing: HR complexity, allocation of both human and financial capital, and the ability to build great teams. The Asure HCM suite includes four product lines: Asure Payroll & Tax, Asure HR, Asure Time & Attendance, and Asure HRServices.

We develop, market, sell and support our offerings nationwide through our principal office in Austin, Texas and from our processing hubs in California, Tennessee, Nebraska, New York, Florida, and Vermont. In May 2021, we closed our Washington office where we provided our HR consulting services as employees from that office now work remotely.

We have prepared the accompanying unaudited Condensed Consolidated Financial Statements in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and accordingly, they do not include all information and footnotes required under U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements.

In the opinion of management, these interim financial statements contain all adjustments, consisting of normal, recurring adjustments, necessary for a fair presentation of our financial position as of June 30, 2021 and the results of operations, statements of changes in stockholders’ equity for the three and six months ended June 30, 2021 and June 30, 2020, and our statements of cash flows for the six months ended June 30, 2021 and June 30, 2020.

These unaudited Condensed Consolidated Financial Statements should be read in conjunction with our audited Consolidated Financial Statements and notes thereto filed with the SEC in our annual report on Form 10-K for the fiscal year ended December 31, 2020 (our “2020 Annual Report on Form 10-K”). The results for the interim periods are not necessarily indicative of results for a full fiscal year.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES

Preparation of the Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. These estimates are subjective in nature and involve judgments. The more significant estimates made by management include the valuation allowance for the gross deferred tax assets, 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 acquisitions. We base our estimates on historical experience and on various other assumptions management believes reasonable under the given circumstances. These estimates could be materially different under different conditions and assumptions. Additionally, the actual amounts could differ from the estimates made. Management periodically evaluates estimates used in the preparation of the Condensed Consolidated Financial Statements for continued reasonableness. We make appropriate adjustments, if any, to the estimates used prospectively based upon such periodic evaluation.

6


Table of Contents
ASURE SOFTWARE, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(in thousands, except per share amounts)
CASH EQUIVALENTS

The Company considers all highly liquid investments with an original maturity of 90 days or less at the time of purchase to be cash equivalents. Cash equivalents include investments in an institutional money market fund, which invests in U.S. Treasury bills, notes and bonds, and/or repurchase agreements, backed by such obligations. Carrying value approximates fair value. Cash and cash equivalents are deposited at various area banks, which at times may exceed federally insured limits. The Company monitors the viability of the banking institutions carrying its assets on a regular basis, and has the ability to transfer cash to various institutions during times of risk. The Company has not experienced any losses related to these cash balances, and believes its credit risk to be minimal.

SIGNIFICANT RISKS AND UNCERTAINTIES

The coronavirus (“COVID-19”) pandemic has resulted in a global economic slowdown and disruptions that have and could continue to negatively impact our business. The pandemic and numerous measures implemented to contain the virus such as business shutdowns, shelter-in-place orders and travel bans and restrictions have caused businesses, especially small- and medium-sized businesses, some of whom are our customers, to reduce headcount or cease operations as customer demand decreased. Given the economic slowdown and other risks and uncertainties associated with the pandemic, we expect that our business, financial condition, results of operations and growth prospects will be adversely affected in the future. Our business is impacted by employment levels as we have contracts that charge clients on a per-employee basis. In addition, the conditions caused by the COVID-19 pandemic could adversely affect our customers’ ability or willingness to purchase our offerings, delay prospective customers’ purchasing decisions, delay the provisioning of our offerings, lengthen payment terms, reduce the value or duration of customer subscription contracts, or affect attrition rates, all of which could adversely affect our future sales, operating results and overall financial performance.

The duration and extent of the impact from the COVID-19 pandemic depends on future developments that cannot be accurately predicted at this time, such as the severity and transmission rate of the virus and potential variants, the extent and effectiveness of containment actions, including the administration of vaccinations and the impact of these and other factors on our employees, customers, partners and vendors. If we are not able to respond to and manage the impact of such events effectively, our business will be harmed.

RECENT ACCOUNTING PRONOUNCEMENTS

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The standard became effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. We adopted ASU 2019-12 during the quarter beginning January 1, 2021, using the prospective approach except for hybrid tax regimes, which we adopted using the modified retrospective approach. The adoption of ASU 2019-12 resulted in no material impact to the Company’s financial statements.

RECLASSIFICATION

The Company reclassified its presentation of restricted cash and restricted cash equivalents included in funds held for clients as of June 30, 2020 in the Condensed Consolidated Statements of Cash Flows to conform to the current period presentation. Such reclassification had no effect on the consolidated financial position or consolidated results of operations of the Company.

LEGAL PROCEEDINGS

Although we have been, and in the future may be, the defendant or plaintiff in various actions arising in the normal course of business, as of June 30, 2021, we were not a party to any pending legal proceedings that are material to our business.

7


Table of Contents
ASURE SOFTWARE, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(in thousands, except per share amounts)
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

As of June 30, 2021 and December 31, 2020, accumulated other comprehensive income (loss) consisted of net unrealized gains and losses on available-for-sale securities.

NOTE 3 – INVESTMENTS AND FAIR VALUE MEASUREMENTS

Accounting Standards Codification (ASC) 820 “Fair Value Measurement” (ASC 820) defines fair value, establishes a framework for measuring fair value under U.S. GAAP and enhances disclosures about fair value measurements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 describes a fair value hierarchy based on the following three levels of inputs that may be used to measure fair value, of which the first two are considered observable and the last unobservable:

Level 1:    Quoted prices in active markets for identical assets or liabilities;

Level 2:    Quoted prices in active markets for similar assets or liabilities; quoted prices in markets that are not active for identical or similar assets or liabilities; and model-driven valuations whose significant inputs are observable; and

Level 3:    Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

8


Table of Contents
ASURE SOFTWARE, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(in thousands, except per share amounts)
The following table presents the fair value hierarchy for our financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2021 and December 31, 2020, respectively (in thousands):
Total Carrying ValueLevel 1Level 2Level 3
June 30, 2021
Assets:    
Cash equivalents    
Money market funds$3,551 $3,551 $ $ 
Funds held for clients
Money market funds2,375 2,375   
Available-for-sale securities19,076  19,076  
Total$25,002 $5,926 $19,076 $ 
Liabilities:
Contingent purchase consideration$2,096 $ $ $2,096 
Total$2,096 $ $ $2,096 
December 31, 2020
Assets:
Cash equivalents
Money market funds$5,204 $5,204 $ $ 
Funds held for clients
Money market funds63,999 63,999   
Available-for-sale securities25,919  25,919  
Total$95,122 $69,203 $25,919 $ 
Liabilities:
Contingent purchase consideration$3,880 $ $ $3,880 
Total$3,880 $ $ $3,880 

In July 2020, we acquired certain assets of a payroll tax business (the “Asset Purchase Agreement”). The initial purchase price for the assets was $4,250, which we paid in cash at closing. The Asset Purchase Agreement set forth two subsequent purchase consideration payments, which are contingent on certain thresholds. The first contingent purchase consideration of $1,975, was offset by certain net amounts owed to us by the seller related to transition services in the amount of $191, was paid in June 2021 (a total payment of $1,784). The second and final contingent purchase consideration, will be based on the trailing twelve-month revenue at October 31, 2021, and will generally be made by April 30, 2022. We utilized a Monte Carlo simulation to determine the fair value of the contingent consideration. There was no adjustment to the fair value of the contingent consideration at June 30, 2021.

9


Table of Contents
ASURE SOFTWARE, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(in thousands, except per share amounts)
Restricted cash equivalents and investments classified as available-for-sale within funds held for clients consisted of the following (in thousands):
Amortized
Cost
Gross
Unrealized
Gains (1)
Gross
Unrealized
Losses (1)
Aggregate
Estimated
Fair Value
June 30, 2021
Restricted cash equivalents$1,962 $ $ $1,962 
Available-for-sale securities:
Certificates of deposit5,399 137  5,536 
Corporate debt securities7,398 205 (9)7,594 
Municipal bonds3,427 62  3,489 
U.S. Government agency securities500  (5)495 
Total available-for-sale securities16,724 404 (14)17,114 
Total(2)
$18,686 $404 $(14)$19,076 
December 31, 2020
Restricted cash equivalents$1,258 $ $ $1,258 
Available-for-sale securities:
Certificates of deposit7,370 204  7,574 
Corporate debt securities8,914 295 (1)9,208 
Municipal bonds7,276 103 (1)7,378 
U.S. Government agency securities500 1  501 
Total available-for-sale securities24,060 603 (2)24,661 
Total(2)
$25,318 $603 $(2)$25,919 

(1)Unrealized gains and losses on available-for-sale securities are included as a component of comprehensive loss. As of June 30, 2021 and December 31, 2020, there were 53 and 69 securities, respectively, in an unrealized gain position and there were 2 securities in an unrealized loss position for both periods. As of June 30, 2021, these unrealized losses were less than $9 individually and $14 in the aggregate. As of December 31, 2020, these unrealized losses were less than $2 individually and $2 in the aggregate. These securities have not been in a continuous unrealized gain or loss position for more than 12 months. We do not intend to sell these investments and we do not expect to sell these investments before recovery of their amortized cost basis, which may be at maturity. We review our investments to identify and evaluate investments that indicate possible other-than-temporary impairment. Factors considered in determining whether a loss is other-than-temporary include the length of time and extent to which fair value has been less than the cost basis, the financial condition and near-term prospects of the investee, and our intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value.

(2)At June 30, 2021 and December 31, 2020, none of these securities were classified as cash and cash equivalents on the accompanying Condensed Consolidated Balance Sheets.

Funds held for clients represent assets that the Company has classified as restricted for use solely for the purposes of satisfying the obligations to remit funds relating to the Company’s payroll and payroll tax filing services, which are classified as client funds obligations on our Condensed Consolidated Balance Sheets.

10


Table of Contents
ASURE SOFTWARE, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(in thousands, except per share amounts)
Funds held for clients have been invested in the following categories (in thousands):
June 30, 2021December 31, 2020
Restricted cash and cash equivalents held to satisfy client funds obligations$190,318 $296,408 
Restricted short-term marketable securities held to satisfy client funds obligations2,027 4,249 
Restricted long-term marketable securities held to satisfy client funds obligations15,087 20,412 
Total funds held for clients$207,432 $321,069 

Expected maturities of available-for-sale securities as of June 30, 2021 are as follows (in thousands):
One year or less$3,487 
After one year through five years15,589 
 $19,076 

NOTE 4GOODWILL AND OTHER INTANGIBLE ASSETS

As of June 30, 2021 and December 31, 2020, goodwill was $73,958. As of June 30, 2021, there has been no impairment of goodwill based on the qualitative assessments performed by the Company.

The gross carrying amount and accumulated amortization of our intangible assets as of June 30, 2021 and December 31, 2020 are as follows (in thousands, except weighted average periods):
Weighted Average
Amortization
Period
(in Years)
GrossAccumulated
Amortization
Net
June 30, 2021
Customer relationships8.9$88,310 $(33,803)$54,507 
Developed technology6.612,001 (8,365)3,636 
Reseller relationships7.0853 (853) 
Trade names3.0880 (446)434 
Noncompete agreements5.21,032 (870)162 
 8.5$103,076 $(44,337)$58,739 
December 31, 2020
Customer relationships8.9$88,310 $(28,898)$59,412 
Developed technology6.612,001 (7,608)4,393 
Reseller relationships7.0853 (853) 
Trade names3.0880 (312)568 
Noncompete agreements5.21,032 (853)179 
8.5$103,076 $(38,524)$64,552 

We record amortization expenses using the straight-line method over the estimated useful lives of the intangible assets, as noted above. Amortization expenses recorded in Operating Expenses were $2,528 and $2,349 for the three months ended June 30, 2021 and 2020, respectively. Amortization expenses recorded in Cost of Sales were $379 and $397 for the three months ended June 30, 2021 and 2020, respectively.

11


Table of Contents
ASURE SOFTWARE, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(in thousands, except per share amounts)
Amortization expenses recorded in Operating Expenses were $5,056 and $4,698 for the six months ended June 30, 2021 and 2020, respectively. Amortization expenses recorded in Cost of Sales were $757 and $828 for the six months ended June 30, 2021 and 2020, respectively. There was no impairment of intangibles during the six months ended June 30, 2021 based on the qualitative assessment performed by the Company.

The following table summarizes the future estimated amortization expense relating to our intangible assets as of June 30, 2021 (in thousands):
2021 (six months)$5,788 
202211,068 
20239,942 
20249,682 
20258,896 
20265,785 
Thereafter7,578 
 $58,739 

NOTE 5 NOTES PAYABLE

The following table summarizes our outstanding debt as of the dates indicated (in thousands):
 MaturityStated Interest RateJune 30, 2021December 31, 2020
Subordinated Notes Payable – acquisitions7/1/2021 – 7/1/2022
2.00% - 3.00%
$3,933 $6,182 
PPP Loan – Pinnacle Bank(1)
6/30/20211.00 % 8,856 
Term Loan – Wells Fargo Syndicate Partner12/31/20245.25 %9,750 9,875 
Total Notes Payable $13,683 $24,913 
Short-term Notes Payable 3,398 12,388 
Long-term Notes Payable $10,285 $12,525 

(1)See the PPP Loan section that follows in this Note 5 — Notes Payable.

The following table summarizes the debt issuance costs as of the dates indicated (in thousands):
 Gross Notes PayableDebt Issuance Costs and Debt DiscountNet Notes Payable
June 30, 2021
Current portion of notes payable(1)
$3,398 $(121)$3,277 
Notes payable, net of current portion(2)
10,285 (197)10,088 
Total$13,683 $(318)$13,365 
December 31, 2020
Current portion of notes payable(1)
$12,388 $(78)$12,310 
Notes payable, net of current portion(2)
12,525 (300)12,225 
Total$24,913 $(378)$24,535 

(1)Current portion of notes payable includes $0 and $6,866 of Gross Notes Payables and $0 and $0 of Debt Issuance Cost and Debt Discount for the periods ended June 30, 2021 and December 31, 2020, respectively, related to our PPP loan with Pinnacle Bank. See the PPP Loan section that follows in this Note 5 — Notes Payable.

12


Table of Contents
ASURE SOFTWARE, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(in thousands, except per share amounts)
(2)Notes Payable, net of current portion includes $0 and $1,989 of Gross Notes Payables and $0 and $0 Debt Issuance Cost and Debt Discount for the periods ended June 30, 2021 and December 31, 2020, respectively, related to our PPP loan with Pinnacle Bank. See the PPP Loan section that follows in this Note 5 — Notes Payable.

The following table summarizes the future principal payments related to our outstanding debt as of June 30, 2021 (in thousands):
Year EndingAmount
2021 (six months)$3,148 
20221,410 
2023500 
20248,625 
Total$13,683 

Senior Credit Facility with Wells Fargo N.A.

In March 2014, we entered into a credit agreement (the “Credit Agreement”) with Wells Fargo, as administrative agent, and the lenders that are party thereto. The Credit Agreement contains customary events of default, including, among others, payment defaults, covenant defaults, judgment defaults, bankruptcy and insolvency events, cross defaults to certain indebtedness, incorrect representations or warranties, and change of control. In some cases, the defaults are subject to customary notice and grace period provisions. In March 2014 and in connection with the Credit Agreement, we and our wholly owned active subsidiaries entered into a Guaranty and Security Agreement with Wells Fargo Bank. Under the Guaranty and Security Agreement, we and each of our wholly owned active subsidiaries have guaranteed all obligations under the Credit Agreement and granted a security interest in substantially all of our and our subsidiaries’ assets. The Credit Agreement has been amended and restated multiple times, with the most recent amendment and restatement effective December 31, 2019. The Credit Agreement was also amended, but not restated, on August 10, 2020.

Following the amendment, the Credit Agreement provided for $10,000 in term loans and a $5,000 revolver and provided for new applicable margin rates for determining the interest payable on loans and amended certain of our financial covenants as described in our 2020 Annual Report on Form 10-K. We expect to be in compliance with these amended financial covenants over the next twelve months. For both periods ending June 30, 2021, and December 31, 2020, no amount was outstanding and $4,500 was available for borrowing under the revolver.

PPP Loan

Due to the effects of COVID-19 on our business and the related need to support our operations, we received an unsecured Paycheck Protection Program loan in the amount of $8,856 (the “PPP Loan”) in April 2020 from Pinnacle Bank (the “Lender”) under the Coronavirus Aid, Relief and Economic Security Act. In June 2021, we received notice from our Lender that the Small Business Administration (“SBA”) had approved our application for forgiveness of our PPP Loan. The amount forgiven of $8,560 was the amount we requested in our forgiveness application but was less than the original principal balance due, in part, to changes in SBA guidance following the date of our original loan application. Following the grant of forgiveness, we had an outstanding principal balance of $296 and an additional immaterial amount of accrued interest in our PPP Loan, both of which we paid in full in June 2021. During the three months ended June 30, 2021 the Company recorded a gain on the forgiveness of the PPP Loan and accrued interest in the amount of $8,654. The gain on the forgiveness of the PPP Loan is reflected on our Condensed Consolidated Statements of Comprehensive Income, and is a non-taxable event.

NOTE 6 CONTRACTS WITH CUSTOMERS AND REVENUE CONCENTRATION

Receivables

Receivables from contracts with customers, net of allowance for doubtful accounts of $2,411, were $3,482 at June 30, 2021. Receivables from contracts with customers, net of allowance for doubtful accounts of $2,194, were $3,354 at December 31, 2020. No customers represented more than 10% of our net accounts receivable balance as of June 30, 2021 and December 31, 2020, respectively.
13


Table of Contents
ASURE SOFTWARE, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(in thousands, except per share amounts)

Deferred Commissions

Deferred commission costs from contracts with customers were $4,388 and $3,792 at June 30, 2021 and December 31, 2020, respectively. The amount of amortization recognized for the three and six months ended June 30, 2021 was $307 and $539, respectively, and for the three and six months ended June 30, 2020 was $190 and $471, respectively.

Deferred Revenue

During the three and six months ended June 30, 2021, revenue of $442 and $3,848, and the three and six months ended June 30, 2020, revenue of $689 and $3,393, respectively, was recognized from the deferred revenue balance at the beginning of each period.

Transaction Price Allocated to the Remaining Performance Obligations

As of June 30, 2021, approximately $24,801 of revenue is expected to be recognized from remaining performance obligations. We expect to recognize revenue on approximately 71% of these remaining performance obligations over the next 12 months, with the balance recognized thereafter.

Revenue Concentration

During the three and six months ended June 30, 2021 and 2020, there were no customers that individually represented 10% or more of consolidated revenue.

NOTE 7 LEASES

We have entered into office space lease agreements, which qualify as operating leases under ASU No. 2016-02, “Leases (Topic 842)”. Under such leases, the lessors receive annual minimum (base) rent. The leases have original terms (excluding extension options) ranging from one year to ten years. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

We record base rent expense under the straight-line method over the term of the lease. In the accompanying Condensed Consolidated Statements of Comprehensive Loss, rent expense is included in operating expenses under general and administrative expenses. The components of the rent expense for the three and six months ended June 30, 2021 and 2020 were as follows (in thousands):
 Three Months Ended June 30,Six Months Ended June 30,
 2021202020212020
Operating lease cost$544 $521 $1,114 $1,073 
Sublease income(11)(48)(21)(96)
Net rent expense$533 $473 $1,093 $977 

For purposes of calculating the operating lease assets and lease liabilities, extension options are not included in the lease term unless it is reasonably certain we will exercise the option, or the lessor has the sole ability to exercise the option. The weighted average discount rate of our operating leases is 9% as of June 30, 2021 and December 31, 2020, respectively. The weighted average remaining lease term is five years and six years as of June 30, 2021 and December 31, 2020, respectively.

14


Table of Contents
ASURE SOFTWARE, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(in thousands, except per share amounts)
Supplemental cash flow information related to operating leases for the six months ended June 30, 2021 and 2020 are as follows (in thousands):
 Six Months Ended June 30,
 20212020
Cash paid for amounts included in the measurement of lease liabilities:  
Operating cash outflows from operating leases$1,198 $1,117 
Non-cash operating activities:
Operating lease assets obtained in exchange for new operating lease liabilities$325 $1,052 

Future minimum commitments over the life of all operating leases, which exclude variable rent payments, are as follows (in thousands):
Operating Leases
2021 (six months)$1,086 
20221,632 
20231,148 
20241,037 
2025828 
2026610 
Thereafter1,192 
Total minimum lease payments7,533 
Less: imputed interest(1,479)
Total lease liabilities$6,054 


NOTE 8 SHARE-BASED COMPENSATION

We have one active equity plan, the 2018 Incentive Award Plan (the “2018 Plan”). The 2018 Plan, approved by our shareholders, replaced our 2009 Equity Incentive Plan, as amended (the “2009 Plan”), however, the terms and conditions of the 2009 Plan continue to govern any outstanding awards previously granted under the 2009 Plan.

The number of shares available for issuance under the 2018 Plan is equal to the sum of (i) 2,350,000 shares, and (ii) any shares subject to issued and outstanding awards under the 2009 Plan as of the effective date of the 2018 Plan that expire, are canceled or otherwise terminate following the effective date of the 2018 Plan. We have outstanding options to purchase 1,910,803 shares at a weighted average exercise price of $7.95. During the three and six months ending June 30, 2021 we issued 596,000 and 903,500 of employee stock options, respectively. The weighted average exercise price of these awards was $7.86 and $7.75 for the three and six months ended June 30, 2021, respectively. These awards will vest over a three year period. We also had 261,616 outstanding restricted stock units as of June 30, 2021.

As of June 30, 2021, we had 1,607,763 shares available for grant pursuant to the 2018 Plan.

Share based compensation for our stock option plans for the three months ended June 30, 2021 and June 30, 2020 was $714