Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 9, 2021
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)
3700 N. Capital of Texas Hwy #350 Austin, Texas
(Address of principal executive offices)(Zip Code)
(Registrant’s Telephone Number, including Area Code)
(Former name, former address and former fiscal year, 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))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act (§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 August 9, 2021, Asure Software, Inc. (the “Company”) issued a press release announcing its financial results for its second quarter ended June 30, 2021 (the “Press Release”). A copy of the 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 No.Description
104Cover Page Interactive Data File (embedded within the Inline XBRL document).


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 9, 2021By:/s/ John Pence
Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer

Exhibit 99.1
Asure Announces Second Quarter 2021 Results

AUSTIN, TX – August 9, 2021 – Asure Software, Inc. (Nasdaq: ASUR), a leading provider of cloud-based Human Capital Management (HCM) software solutions, reported results for the second quarter ended June 30, 2021.

“We’re excited to see the growth strategy we laid out for investors fulfilled in the second quarter with 22% year over year revenue growth evenly split, approximately, between organic and inorganic growth. Our prior year acquisition of Payroll Tax Management, which powers our internal and external tax engine, was a key contributor to our inorganic growth and continues to generate significant interest from prospective clients,” said Chairman and CEO, Pat Goepel.
Goepel added, “Investments in Sales and Marketing are paying off with bookings up 48% year over year and productivity continues to climb as sales reps further develop their referral sources. Also, I couldn’t be prouder of our team as they’ve helped our small business clients file for nearly $100 million in Employee Retention Tax Credits (ERTC) in the second quarter. This critical stimulus program will help them hire staff to grow their businesses. We’re encouraged by early signs of the economy re-opening as our small business clients are largely back to business. Uncertainty remains with COVID-19 but, we’re optimistic about tailwinds in our base as employment levels rise—our plans to grow revenue 20% annually remain unchanged.”

Second Quarter 2021 Key Highlights

Revenue of $17.2 million, up 22% from the prior year’s quarter, and up 6% sequentially excluding year-end fees
Total bookings were up 48% year over year, 51% sequentially
GAAP net income of $3.8 million including PPP loan forgiveness of $8.7 million
Non-GAAP EBITDA of $1.1 million, or 6% margin
Signed commitment letter with Structural Capital Investments to enter a $50 million credit facility

Three Months EndedSix Months Ended
in thousands, except per share data
June 30, 2021June 30, 2020VarianceJune 30, 2021June 30, 2020Variance
GAAP Revenue$17,168$14,11521.6%$36,970$33,06111.8%
GAAP Gross Profit$9,945$8,10722.7%$22,437$19,21316.8%
GAAP Gross Margin57.9%57.4%n/a60.7%58.1%n/a
Non-GAAP Gross Profit$11,335$9,12924.2%$24,911$21,27517.1%
Non-GAAP Gross Margin66.0%64.7%n/a67.4%64.4%n/a
GAAP Net income (loss)$3,764$(3,944)NM$2,166$(5,711)NM
GAAP Net income (loss) per share$0.20$(0.25)NM$0.11$(0.36)NM
Non-GAAP Net income (loss)(71)452NM2,1713,767(42.4)%
Non-GAAP Net income (loss) per share$0.00$0.03NM$0.10$0.24(58.3)%
EBITDA$8,328$136NM$10,922 $2,138 NM
EBITDA Margin48.5%1.0%n/a29.5%6.5%n/a
Non-GAAP EBITDA$1,064$1,409(24.5)%$4,486 $5,694 (21.2)%
Non-GAAP EBITDA Margin6.2%10.0%n/a12.1%17.2%n/a
NM indicates Not Meaningful Information
Non-GAAP financial measures are reconciled to GAAP in the tables set forth in this release
Note that first quarters are seasonally strong as recurring year-end W2/ACA revenue is recognized in this period


Financial Commentary

“Second quarter’s financial results and the continued strengthening of our balance sheet gives us confidence in our ability to execute our strategy. We ended the quarter with $20.3 million in cash, reduced our debt by 41% sequentially to $13.4 million thanks in part to the forgiveness of our PPP loan. We are excited to announce that we have signed a commitment letter with Structural Capital Investments for a $50 million credit facility, which we expect to close later this quarter. This new $50 million credit agreement, if consummated, coupled with our ability to sell shares under recent registration statements, we believe, will give us financing flexibility needed to achieve our growth aspirations,” said CFO John Pence.

New Credit Agreement—Key Terms (subject to the satisfaction of closing conditions)

$50 million facility
48 month term
Limited covenant package, including achieving 60% to 70% of pro-forma APR depending on the measurement period
24 and up to 36 months of interest only payments depending on financial metrics achieved
Prime rate, plus 5.75%, with a floor of 9.0%
Anticipated to close near the end of the third quarter

Appointment of Chief Technology Officer

“As Asure continues to evolve and expand its software solutions, we have created the role of chief technology officer. We are excited to announce the appointment of Yasmine Rodriguez to this newly created role. Yasmine brings over twenty years of experience in building world class Human Capital Management technology. She will lead our IT infrastructure, process automation, and technology roadmap, driving innovation to better serve our clients,” said CEO Pat Goepel.

Third Quarter 2021 Guidance

We are providing the following guidance for the third quarter of 2021 based on our second quarter results. This outlook reflects our current view regarding the speed and timing of the economic recovery from the COVID-19 pandemic.

Financial Measure
Revenue$17.0 million$17.5 million
Non-GAAP EBITDA$0.8 million$1.0 million
Non-GAAP EPS$(0.03)$(0.01)

Conference Call Details

Asure management will host a conference call today at 4:30pm EDT / 3:30pm Central time, Monday, August 9, 2021. Asure Chairman and CEO Pat Goepel as well as CFO John Pence will host the conference call, followed by a question and answer session. The conference call will be broadcast live and available for replay via the investor relations section of the Company’s website. Analysts may participate on the conference call by dialing (877) 853-5636 (U.S.) or (631) 291-4544 (outside the U.S.). The conference ID is 1138654.

About Asure Software, Inc.

Asure (Nasdaq: ASUR) is a leading provider of Human Capital Management (“HCM”) software solutions. We help small and mid-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. Visit us at


Non-GAAP Financial Measures

This press release includes information about non-GAAP Net Income (Loss), non-GAAP Net Income (Loss) per share, non-GAAP tax rates, non-GAAP gross profit, non-GAAP gross profit margin, EBITDA, EBITDA margin, non-GAAP EBITDA, and non-GAAP EBITDA margin (collectively the “non-GAAP financial measures”). These non-GAAP financial measures are measurements of financial performance that are not prepared in accordance with U.S. generally accepted accounting principles and computational methods may differ from those used by other companies. Non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures and should be read only in conjunction with the Company’s Consolidated Financial Statements prepared in accordance with GAAP. Non-GAAP financial measures are reconciled to GAAP in the tables set forth in this release.

EBITDA differs from GAAP Net Income (Loss) in that it excludes items such as interest, tax, depreciation, and amortization. Asure is unable to predict with reasonable certainty the ultimate outcome of these exclusions without unreasonable effort.

Non-GAAP EBITDA differs from EBITDA in that it excludes share-based compensation, and one-time expenses. Asure is unable to predict with reasonable certainty the ultimate outcome of these exclusions without unreasonable effort.

Non-GAAP Net Income (Loss) per share differs from GAAP Net Income (Loss) per share in that it assumes a 0% non-GAAP tax rate, uses diluted share counts, and excludes items such as amortization, share-based compensation, and one-time expenses.

Non-GAAP gross profit differs from GAAP gross profit in that it excludes amortization, share-based compensation, and one-time items.

All Non-GAAP measures presented as “margin” are computed by dividing the applicable Non-GAAP financial measure by total revenue.

Management uses both GAAP and non-GAAP measures when planning, monitoring, and evaluating the Company’s performance.

The primary purpose of using non-GAAP measures is to provide supplemental information that may prove useful to investors and to enable investors to evaluate the Company’s results in the same way management does.

Management believes that supplementing GAAP disclosure with non-GAAP disclosure provides investors with a more complete view of the Company’s operational performance and allows for meaningful period-to-period comparisons and analysis of trends in the Company’s business. Further, to the extent that other companies use similar methods in calculating non-GAAP measures, the provision of supplemental non-GAAP information can allow for a comparison of the Company’s relative performance against other companies that also report non-GAAP operating results.

Specifically, management is excluding the following items from its non-GAAP earnings per share, as applicable, for the periods presented in the second quarter 2021 financial statements:

Share-Based Compensation Expenses. The Company’s compensation strategy includes the use of share-based compensation to attract and retain employees and executives. It is principally aimed at aligning their interests with those of our stockholders and at long-term employee retention, rather than to motivate or reward operational performance for any particular period. Thus, share-based compensation expense varies for reasons that are generally unrelated to operational decisions and performance in any particular period.

Amortization of Purchased Intangibles. The Company views amortization of acquisition-related intangible assets, such as the amortization of the cost associated with an acquired company’s research and development efforts, trade names, customer lists and customer relationships, and acquired lease intangibles, as items arising from pre-acquisition activities determined at the time of an acquisition. While these intangible assets are continually evaluated for impairment, amortization of the cost of purchased intangibles is a static expense, one that is not typically affected by operations during any particular period.


Income Tax Effects and Adjustments. Beginning in first quarter 2018, the Company started using a fixed projected non-GAAP tax rate in order to provide better consistency across the interim reporting periods by eliminating the effects of items such as changes in the tax valuation allowance and non-cash tax effects of acquired goodwill and amortization, since each of these can vary in size and frequency. This tax rate could be subject to change for a variety of reasons, such as significant changes in the acquisition activity or fundamental tax law changes in major jurisdictions where the Company operates. The Company re-evaluates this tax rate on an annual basis or when any significant events that may materially affect this rate occur. The non-GAAP tax rate is currently projected to be approximately zero (0.0) percent.

Amortization of Capitalized Internal-Use Software, Acquisition-Related, and One-Time Expenses. The Company’s non-GAAP financial measures exclude amortization of internal-use capitalized software costs and acquisition-related expenses as well as one-time expenses, such as material tax credits, material interest-expense credits, severance, recruitment, proforma adjustments of the impact of post-sale HCM restructuring, and relocation.

Use of Forward-Looking Statements

“Safe harbor” statement under the Private Securities Litigation Reform Act of 1995: This press release contains forward-looking statements about our financial results, which may include expected GAAP and non-GAAP financial and other operating and non-operating results, including revenue, net income, diluted earnings per share, operating cash flow growth, operating margin improvement, deferred revenue growth, expected revenue run rate, expected tax rates, share-based compensation expenses, amortization of purchased intangibles, amortization of debt discount and shares outstanding. The achievement or success of the matters covered by such forward-looking statements involves risks, uncertainties and assumptions. If any such risks or uncertainties materialize or if any of the assumptions prove incorrect, the Company’s results could differ materially from the results expressed or implied by the forward-looking statements we make.

The risks and uncertainties referred to above include—but are not limited to—risks associated with possible fluctuations in the Company’s financial and operating results; the Company’s rate of growth and anticipated revenue run rate, including impact of the current environment, the spread of major epidemics (including Coronavirus) and other related uncertainties such as government-imposed travel restrictions, interruptions to supply chains and extended shut down of businesses, reductions in employment and an increase in business failures, specifically among our clients, the Company’s ability to convert deferred revenue and unbilled deferred revenue into revenue and cash flow, and ability to maintain continued growth of deferred revenue and unbilled deferred revenue; errors, interruptions or delays in the Company’s services or the Company’s Web hosting; breaches of the Company’s security measures; domestic and international regulatory developments, including changes to or applicability to our business of privacy and data securities laws, money transmitter laws and anti-money laundering laws; the financial and other impact of any previous and future acquisitions; the nature of the Company’s business model, including risks related to government contracts; the Company’s ability to continue to release, gain customer acceptance of and provide support for new and improved versions of the Company’s services; successful customer deployment and utilization of the Company’s existing and future services; changes in the Company’s sales cycle; competition; various financial aspects of the Company’s subscription model; unexpected increases in attrition or decreases in new business; the Company’s ability to realize benefits from strategic partnerships and strategic investments; the emerging markets in which the Company operates; unique aspects of entering or expanding in international markets, including the compliance with United States export control laws, the Company’s ability to hire, retain and motivate employees and manage the Company’s growth; changes in the Company’s customer base; technological developments; litigation and any related claims, negotiations and settlements, including with respect to intellectual property matters or industry-specific regulations; unanticipated changes in the Company’s effective tax rate; factors affecting the Company’s term loan and revolving credit facility; fluctuations in the number of Company shares outstanding and the price of such shares; collection of receivables; interest rates; factors affecting the Company’s deferred tax assets and ability to value and utilize them; the potential negative impact of indirect tax exposure; the risks and expenses associated with the Company’s real estate and office facilities space; and general developments in the economy, financial markets, credit markets and the impact of current and future accounting pronouncements and other financial reporting standards. Further information on these and other factors that could affect the Company’s financial results is included in the reports on Forms 10-K, 10-Q and 8-K, and in other filings we make with the Securities and Exchange Commission from time to time. These documents are available on the SEC Filings section of the Investor Information section of the Company’s website at Asure Software assumes no obligation and does not intend to update these forward-looking statements, except as required by law.

The forward-looking statements, including the financial guidance and 2021 outlook, contained herein represent the judgment of the Company as of the date of this press release, and the Company expressly disclaims any intent, obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based.

© 2021 Asure Software, Inc. All rights reserved.

(in thousands)
June 30, 2021December 31, 2021
Current assets:
Cash and cash equivalents$20,292 $28,577 
Accounts receivable, net3,482 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 
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 
Stockholders’ equity:
Preferred stock— — 
Common stock195 193 
Treasury stock at cost(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 

(in thousands, except per share amounts)
Three Months Ended June 30,Six Months Ended June 30,
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 — 
Gain (loss) from operations before income taxes4,062 (3,567)2,569 (5,316)
Income tax expense298 377 403 395 
Net income (loss)3,764 (3,944)2,166 (5,711)
Other comprehensive income:
Unrealized (loss) gain 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 


(in thousands)
Six Months Ended June 30,
Cash flows from operating activities:
Net loss$2,166 $(5,711)
Adjustments to reconcile 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 accounts142 
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 
Loss on disposals of fixed 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 and cash equivalents(114,375)(18,830)
Cash and cash equivalents at beginning of period324,985 134,060 
Cash and cash equivalents at 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 

(in thousands, except per share amounts)

Total Revenue$17,168 $19,802 $16,430 $16,015 $14,115 $18,947 
GAAP to Non-GAAP Gross Profit
GAAP Gross Profit$9,945 $12,492 $9,806 $9,073 $8,107 $11,107 
GAAP Gross Margin57.9 %63.1 %59.7 %56.7 %57.4 %58.6 %
Share-based Compensation38 23 24 33 21 22 
Depreciation973 762 703 787 537 495 
Amortization - intangibles379 379 379 397 397 431 
One Time Product Royalties— — — — 67 91 
Non-GAAP Gross Profit$11,335 $13,656 $10,912 $10,290 $9,129 $12,146 
Non-GAAP Gross Margin66.0 %69.0 %66.4 %64.3 %64.7 %64.1 %
GAAP Net income (loss) to Non-GAAP EBITDA
GAAP Net income (loss)$3,764 $(1,598)$(5,842)$(4,759)$(3,944)$(1,767)
Interest Expense & Other, Net223 224 279 408 164 235 
Taxes based on a 0% tax rate298 105 266 (325)377 19 
Depreciation1,136 956 934 1,043 793 735 
Amortization - intangibles2,907 2,907 2,804 2,821 2,746 2,780 
EBITDA$8,328 $2,594 $(1,559)$(812)$136 $2,002 
EBITDA Margin48.5 %13.1 %(9.5)%(5.1)%1.0 %10.6 %
Share-based Compensation760 626 631 707 588 438 
One Time Expenses630 202 2,071 1,117 685 1,845 
PPP Loan Gain(8,654)— — — — — 
Non-GAAP EBITDA$1,064 $3,422 $1,143 $1,012 $1,409 $4,285 
Non-GAAP EBITDA Margin6.2 %17.3 %7.0 %6.3 %10.0 %22.6 %
GAAP Net income (loss) to Non-GAAP Net income (loss)
GAAP Net income (loss)$3,764 $(1,598)$(5,842)$(4,759)$(3,944)$(1,767)
Share Count19,040 19,007 16,25815,87315,77915,727
GAAP EPS$0.20 $(0.08)$(0.36)$(0.30)$(0.25)$(0.11)
Share-based Compensation760 626 631 707 588 438 
Amortization - intangibles2,907 2,907 2,804 2,821 2,746 2,780 
One Time Expenses854 202 2,071 1,117 685 1,845 
PPP Loan Gain(8,654)— — — — — 
Taxes based on a 0% tax rate298 105 266 (325)377 19 
Non-GAAP Net (loss) income$(71)$2,242 $(70)$(439)$452 $3,315 
Share Count19,203 19,200 16,25815,87315,89915,914
Non-GAAP EPS$0.00 $0.12 $0.00 $(0.03)$0.03 $0.21 

Investor Relations Contact
Randal Rudniski
Vice President, Financial Planning & Analysis