You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activities, performance, or achievements.

As used

Asure’s platform vision is to help clients proactively manage costs associated with their three most expensive assets, real estate, labor and technology, while creating an employee experience that fosters efficiency, productivity and engagement.  Asure serves approximately 10,000 direct clients in 80 countries, ranging from global Fortune 500 clients to small and mid-sized businesses (“SMB”). Some of our current clients include Aetna, Apple Inc., Baker & McKenzie, Fannie Mae, Wells Fargo, Citigroup, Deutsche Bank, KPMG UK, La Trobe University, Merck and Co., Inc., Mondelez, Pfizer, Inc., Pearson, PSSI, Salesforce.com, Inc., State Street and Thomson Reuters. Our mission guides the work we do each day; it is “To deliver innovative technology with the passion to empower every client’s workspace and the commitment to make their workdays easier.”

The Asure product strategy is driven by three primary trends in the market: mobilization, globalization and technology.  Asure offers four product lines: AsureSpace™, AsureForce®, AsureHCM and AsureEvolution. AsureHCM and AsureEvolution are our Mid-market and SMB/Channel HCM platforms respectively, which include AsureBenefits and AsureConsulting. AsureSpace™ Agile Workspace solutions enable organizations to optimize their real estate investment and create a digital workspace that empowers mobile and virtual employees, while streamlining internal operations.  AsureForce® Time and Labor Management helps organizations optimize their workforce while controlling labor administration costs and activities.

For all of the Asure product lines, support and professional services are key elements of our value proposition and overall solution.  In addition to state-of-the-art hosting platforms and regular software upgrades and releases, Asure gives our clients easy access to our skilled support team. Our services and support representatives are knowledgeable not just in the Asure solution, but also in their respective industries and provide advice and guidance on best practices and change management strategies.  From installation to training and post-live support, our professional services team delivers a proficient customer experience on a global scale.

Our sales and marketing strategy targets a wide range of audiences, from small and medium-sized businesses (“SMBs”). We offer the human resource (“HR”) tools necessary to enterprise organizations throughoutbuild a thriving workforce, providing the resources to stay compliant with dynamic federal, state, and local tax jurisdictions and their respective labor laws, freeing cash flows so they can spend their financial capital on growing their businesses rather than administrative overhead that can impede growth. Asure’s HCM suite (“AsureHCM”) includes Payroll & Tax, Human Resources, Time & Attendance software and HR services ranging from one-time projects to outsourcing payroll and HR staff entirely. We offer these services directly and indirectly through our network of Reseller Partners.

Asure wasincreases employee productivity while managing the employment lifecycle.

Asure makes10-K, however we do post information on the investor relations page of our website that we believe may be of interest to our investors.

RECENT DEVELOPMENTS

In January 2018,other information we acquired all offile with the outstanding shares of common stock of Pay Systems of America, Inc. (“Pay Systems”), a provider of HR, payroll and employee benefits services. 

In April 2018, weSEC may also purchased a portfolio of customer accounts andbe viewed at the related contracts for payroll processing services (known as “Evolution Payroll”) from Wells Fargo.

In July 2018, we acquired all of the capital stock of USA Payroll, Inc. and assets of its affiliates (“USA Payroll”), a payroll processing company based in Rochester, New York and a licensee of our Evolution software.

In addition, we made other acquisitions during 2018 that were not material to our results of operations, financial position or cash flows.

PRODUCTS AND SERVICES

Asure’s SaaS solutions are uniquely designed to help companies more effectively manage their global, mobile, flexible workforces. Companies use Asure’s solutions to more effectively deploy and engage a modern workforce in pursuit of their goals in three ways: 

1.    Attract and retain talent – Companies use Asure’s solutions to implement flexible co-working and mobile worker strategies that not only are attractive to top talent but also provide access to new pools of talent since employees can work anywhereSEC’s website at anytime. Additionally, Asure’s HCM Recruiting software helps streamline the entire recruiting process.

2.    Cut labor and real estate expense – By executing mobile worker strategies, companies can access talent in more remote – less expensive – markets beyond the reach of a typical commute. And because these modern workers don’t require as much dedicated office space, companies are able to substantially cut real estate expense.

3.    Productivity – Studies show that employees who have more flexibility in their work are more engaged. So, by hiring the best talent who spend more time working, less time commuting, and are more engaged, companies improve productivity.

With a suite of workforce and workspace products called the Asure Smart Office, Asure is well-positioned to deliver innovative, scalable solutions across industries and around the world.  With an emphasis on the modern workforce, the Asure product team aims to create and deliver easy-to-use solutions that help attract talent, cut labor and real estate costs, and improve productivity. Within the Asure Smart Office suite, product groupings include cloud revenue, hardware revenue, maintenance and support revenue, on premises software license revenue, professional services revenue, and consulting revenue.

Development teams are staffed with product owners, solutions architects, software engineers, software engineers in test, quality assurance analysts, technical writers, scrum masters and usability designers.

Despite our efforts, we also cannot guarantee that we will complete our existing and future development efforts or that our new and enhanced software products will adequately meet the requirements of the marketplace and achieve market acceptance.  Additionally, Asure may experience difficulties that could delay or prevent the successful development or introductionRPA initiatives allow us to quickly take advantage of new opportunities and scale the business without the expense or enhanced software products.  In the case of acquiring new or complementary software products or technologies, we may not be ablelead times required to integrate the acquisitions into our current product lines.  Furthermore, despite extensive testing, errors may be found in new software products or releases after shipment, resulting in a diversion of development resources, increased service costs, loss of revenue and/or delay in market acceptance.

hire additional staff.

Referral Partners.  Referral Partners provide us with the name and particular information about a prospective customer and its needs as a sales lead.  If we accept the sales lead, we register it for the Referral Partner.  If we make a sale as a direct result of such a lead, we will pay the Referral Partner a sales lead referral fee.  Currently, we have a number of Referral Partners, including Atmosphere Interiors PPI, BuildingI, Martek and SHI for the workspace management product and our workforce product line.

COMPETITION

We believe we have a unique position in the market place as the only technology provider in the world that offers cloud-based workspace and workforce management solutions from a single partner. Additionally, Asure has been first-to-market with mobile apps in the workspace management industry, and we are the only known company to have both geospatial and facial recognition technology working together for mobile time tracking.

Specific to the AsureSpace™ line of workspace management software solutions, we have a competitive advantage in the breadth of our complementary workspace management solutions and the scope of our analytics as well as our resources available for product development, client services, and client support.  The primary competitors to AsureSpace™ include Dean Evans & Associates, Inc., AgilQuest Corporation and Condeco Ltd. (UK).  In addition to our features and available services, we believe the principal competitive advantages of AsureSpace™ include its cloud-based service model, extensive product integration options and partner channel, scalable deployments, configurable interfaces, mobile access and price.  Our expert services team, proven implementation methodology and “partner v. vendor” approach have also shown to be critical differentiators.

The AsureForce® line of workforce management software solutions has a competitive advantage in the marketplace in serving organizations seeking specific point-solutions as well as organizations desiring an integrated suite of solutions, particularly in the area of mobile time collection. The AsureForce Mobile and AirClock™ products are first-to-market technology solutions with significant market demand. By competing tactically with point-solutions and strategically with an integrated suite of solutions, Asure can serve the needs of a broad spectrum of companies. Primary competitors to AsureForce® include Kronos, Replicon, and Time Simplicity.

Our key competitive advantage in the HCM product line is our single database architecture.  Many HCM providers offer ‘integrated’ solutions meaning multiple databases and redundant data entry.  AsureHCM offers a single employee record throughout the entire employee life cycle, starting with an online job application.  Other differentiating factors include our intuitive user interface with mobile accessibility, an integrated time and labor solution, and   streamlined workflows with automated notifications and self-service options throughout.  With a complementary suite of HR products such as consumer spending accounts and HR Help, AsureHCM offers a comprehensive platform to advance an organization’s HR strategy.   Within the Evolution SBO channel, differentiators include a robust back-end solution for payroll and tax management and with the Asure acquisition, access to a full suite of ancillary products and the long-term advantage of our Partner-For-Life mentality.  SBOs can continue as an Asure licenseeto license our solutions with the opportunity to expand their available offerings,solutions, or they can come under the Asure umbrellaumbrella.

new products and services. Our competitors range from regional payroll companies to large, well-established companies with multiple product offerings.

Gusto. Primary competitors to Asure Time & Attendance include Kronos, Paychex, ADP and Time Simplicity. Primary competitors to our standalone tax services are Ceridian and ADP.

Because the market in this manner include ADP, Paychex, Kronos, and Paylocity.

States.

online video.

As a provider

Somefederal laws include laws such as the California Consumer Privacy Act of our solutions assist our clients in complying with certain U.S.2018, as amended and foreign lawsthe Illinois Biometric Information Privacy Act and rules and regulations that apply to them.  For example, our HCM solutions help clients manage their compliance with certain requirements ofpromulgated under the Patient ProtectionFederal Trade Commission. Additionally, Virginia and Affordable Care Act in the United States. Our COBRA administration services and flexible spending account services in the United States are designed to help our clients comply with relevant federal guidelines relating to, respectively, employers’ benefits continuation obligations and certain requirements of the Internal Revenue Code. Although these laws and regulations apply to our clients and not to us, changes in such laws or regulations may affect our operations, products and services.

Additionally, the changing nature ofColorado enacted data privacy laws in the United States, Canada,2021 that will come into effect in January 2023 and July 2023, respectively. These laws track significant portions of existing laws, but include differences that may or may not increase our compliance burden. We have a small number of end user clients located in the European Union using our time and elsewhere may impact our processing of personal information of our employeesattendance software and on behalf of our clients. For example,accordingly, the European Union adopted a comprehensive general data privacy regulation (the “GDPR”) in May 2016 that will replace the current EUEU’s General Data Protection DirectiveRegulation applies to the collection, processing and related country-specific legislation.  The GDPR became fully effective in May 2018. Complying withstorage of applicable sensitive and personal data. In some instances, these laws provide for civil penalties for violations as well as private rights of action for data breaches or other violations of the enhanced obligations imposed by the GDPR may result in significant costs to our business and require us to amend certain of our business practices. Further,law. Moreover, enforcement actions and investigations by regulatory authorities related to data security incidents and privacy violations continue to increase. The future enactment of more restrictive laws, rules or regulations and/or future enforcement actions or investigations could have a materially adverse impact on usthe Company through increased costs or restrictions on our businesses and noncompliance could result in regulatory penalties and significant legal liability. Failure to comply with data privacy laws and regulations could have a materially adverse effect on our reputation, results of operations or financial condition, or have other adverse consequences

consequences.

the preparation of Form W-2. Our HCM solutions help clients manage their compliance with other laws including. Our solutions help clients meet their obligations as a plan sponsor under COBRA, and sponsor and administer compliant Flexible Spending Account Plans and compliant Consumer Health Care Plans such as Health Savings Accounts and Health Reimbursement Accounts.

research and development, 162 in sales and marketing, 180 in customer service and technical support, and 60 in finance, human resources and administration.

Our common stock has traded in low volumes. We cannot predict whether an active trading market for

Our stock price has been, and likely will continue to be, volatile.

The market pricedestruction of our common stock hasclients’ sensitive data or otherwise disrupt our clients’ or other third parties’ business operations. If cybercriminals are able to circumvent our security measures, or if we are unable to detect an intrusion into our systems and contain such intrusion in a reasonable amount of time, our clients’ sensitive data may be compromised.

•  announcements regarding the results of expansionon acceptable terms, or development efforts by us or our competitors;

•  announcements regarding the acquisition of businesses or companies by us or our competitors;

•  technological innovations or new products and services developed by us or our competitors;

•  changes in domestic or foreign laws and regulations affecting our industry

•  issuance of new or changed securities analysts’ reports and/or recommendations applicable to us or our competitors;

•  changes in financial or operational estimates or projections;

•  additions or departure of our key personnel;

•  actual or anticipated fluctuations in our quarterly financial and operating results and degree of trading liquidity in our common stock; and

•  political or economic uncertainties.

at all. In addition, stock markets generally have experienced significant priceour cyber liability insurance policy may not cover all claims made against us, and volume volatility. This volatility has haddefending a substantial effect on the market pricessuit, regardless of securities of many public companies for reasons frequently unrelated or disproportionate to the operating performance of the specific companies.

Sales, or the potential for sales, of a substantial number of shares ofits merit, could be costly and divert management’s attention from our common stock in the public market by us or our existing stockholders could cause our stock price to fall.

The sale of substantial amounts of shares of our common stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of our common stock. These sales, or the possibility that these salesbusiness and operations.

In ordersubject to consummatecivil and criminal fines, penalties, registration fees, cost of surety bonds or other security, reputational damage and other negative consequences that may have an adverse effect on our acquisitionsfinancial condition.

Further, the interest rate on the debt we have incurred under our Second Restated Credit Agreement is calculated with reference to LIBOR. LIBOR is an interest rate used in lending transactions between banks on the London interbank market. On July 27, 2017, the United Kingdom's Financial Conduct Authority, which regulates LIBOR, announced that it intends to phase out LIBOR by the end of 2021. The maturity date of our indebtedness under our Second Restated Credit Agreement is after December 31, 2021, and, as a result, we may be required to renegotiate our Second Restated Credit Agreement in order to address the phase-out of the LIBOR rate, which may result in terms that are not as favorable to us, or at all, which may affect our ability to meetcomplete acquisitions or investments. If we finance acquisitions by issuing equity or convertible or other debt securities or loans, or issue equity as consideration for an acquisition, our debt serviceexisting stockholders may be diluted, or we could face constraints related to the terms of, and repayment obligations related to, the incurrence of indebtedness.

solutions and noncompliance could expose us and our clients to potential litigation, fines and penalties. Changes in laws and regulations may require us to make significant investments in modifying and improving our products or delay or cease sales of certain products, which could result in reduced revenues or revenue growth and our incurring substantial expenses and write-offs.

clients’ spending levels.

If we incur additional debt, we may be subject to the following risks:

•  our vulnerability to adverse economic conditions may be heightened;

•  our flexibility in planning for, or reacting to, changes in our business may be limited;

•  our debt covenants may affect our flexibility in planning for, and reacting to, changes in the economy and in our industry;

•  higher levels of debt may place us at a competitive disadvantage compared to our competitors or prevent us from pursuing opportunities;

•  covenants contained in the agreements governing our indebtedness may limit our ability to borrow additional funds and make certain investments;

•  a significant portion of our cash flow could be used to service our indebtedness; and

•  our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions or other general corporate purposes may be impaired.

We cannot assure you that our leverageSaaS HCM software products will achieve and such restrictions will not materially and adversely affect our ability to finance our future operations or capital needs or to engage in other business activities.

Volatility and weakness in bank and capital markets may adversely affect credit availability and related financing costssustain the high level of market acceptance that is critical for us.

Banking and capital markets can experience periods of volatility and disruption. If the disruption in these markets is prolonged, our ability to refinance, and the related cost of refinancing, some or allsuccess of our debt could be adversely affected. Althoughbusiness.

operating results for the period in which they occur, and could harm our financial condition.

various complex laws and regulations on the federal, state and local levels, including those governing data security and privacy. The regulatory framework for privacy issues is rapidly evolving and will remain uncertain as more jurisdictions adopt laws and regulations regarding the collection, processing, storage and disposal of personal information. In the United States, the laws include regulations promulgated by the Federal Trade Commission, the Health Insurance Portability and Accountability Act of 1996, state data breach notification laws, and state security and privacy laws such as the California Consumer Privacy Act, as amended by the California Privacy Rights Act, (the “CCPA”) and the Illinois Biometric Information Privacy Act (“IBIPA”) governing biometric data. Some of these laws, such as the CCPA and IBIPA, grant consumers private right of actions for data breaches or violations as applicable. Additionally, Virginia and Colorado enacted data privacy laws in 2021 that will come into effect in January 2023 and July 2023, respectively. These laws track significant portions of existing laws, but include differences that may or may not increase our compliance burden.

Somepay dividends to stockholders, as well as requirements to comply with certain financial maintenance and liquidity tests. The agreement covenants may affect our ability to obtain future financing and to pursue attractive business opportunities and our flexibility in planning for, and reacting to, changes in business conditions. These covenants could place us at a disadvantage compared to some of our key components are procuredcompetitors, who may have fewer restrictive covenants and may not be required to operate under these restrictions.

Someability to finance our future operations or capital needs or to engage in other business activities.

such facilities have no obligation to renew their agreements with us on commercially reasonable terms. If we are not able to develop enhancementsrenew these contracts on commercially reasonable terms, we may be required to transfer our servers and other infrastructure to new features, keep pace with technological developmentsdata facilities, and we may incur significant costs and possible service interruption in doing so. We may not have adequately distributed our systems within our hosted infrastructure partner's environment to prevent in any regional disruption or respond to future technologies,interference at our hosted infrastructure partners from adversely impacting our operations and our business.

Our future success will depend on us for fast and reliable access to our ability to adaptproducts. Our software is proprietary, and innovate. To attract new clientswe rely on third-party data center hosting facilities and increase revenue from existing clients, we will need to enhancethe expertise of members of our engineering and improvesoftware development teams for the continued performance of our existing productssoftware. We have experienced, and introduce new features. The success of any enhancement or new feature depends on several factors, including timely completion, introductionmay in the future experience, disruptions in our computing and market acceptance. If we are unable to enhance our existing products to meet client needs or successfully develop or acquire new features or products, or ifcommunications infrastructure. Factors that may cause such new features or products fail to be successful, our business, operating results and financial condition will be adversely affected.

Our business depends substantially on clients renewing their agreements with us, purchasing additional products from us or adding additional users. If our customers do not renew their subscriptions for our services or reduce the number of paying subscriptions at the time of renewal, our revenue will decline and our business, operating results and financial conditionsoftware.

In order for us to improve our operating results, it is important that our clients renew their agreements with us when the initial contract term expires and also purchase additional products or add additional users.

Our customers have no obligation to renew their subscriptions for our services after the expiration of their contractual subscription period, which is typically one to three years, and in the normal course of business, some customers have elected not to renew. Even if customers elect to renew, they may renew for fewer subscriptions, renew for shorter contract lengths, or switch to lower cost offerings of our services. Moreover, certain of our clients have the right to cancel their agreements for convenience, subject to certain notice requirements and, in some cases, early termination fees. It is difficult to predict attrition rates given our varied customer base of enterprise, varied sizes or our customers and the number of multi-year subscription contracts. Our client renewal rates may decline or fluctuate as a result of a number of factors, including their satisfaction or dissatisfaction with our products, our pricing, the prices of competing products or services, mergers and acquisitions affecting our client base, reduced hiring by our clients or reductions in our clients’ spending levels.

Our future success also depends in part on our ability to sell additional features and services, more subscriptions or enhanced editions of our services to our current customers. This may also require increasingly sophisticated and costly sales efforts that are targeted at senior management. Similarly, the rate at which our customers purchase new or enhanced services depends on a number of factors, including general economic conditions and that our customers do not react negatively to any price changes related to these additional features and services.

In addition, if we cannot accurately predict subscription renewals or upgrade rates, we may not meet our revenue targets, which may adversely affect the market price of our common stock.

operations.

Our operating results may vary based on changes in

Our effective tax rate may fluctuate assuppliers. As a result, of new tax laws and our interpretations of those new tax laws, which are subject to significant judgments and estimates. The ongoing effects of the new tax laws and the refinement of provisional estimates could make our results difficult to predict.

Our effective tax rate may fluctuate as a result of new tax laws and our interpretations of those new tax laws, which are subject to significant judgments and estimates. The ongoing effects of the new tax laws and the refinement of provisional estimates could make our results difficult to predict.

Our effective tax rate may fluctuate in the future as a result of the U.S. Tax Cuts and Jobs Act (the Act), which was enacted on December 22, 2017. The Act introduces significant changes to U.S. income tax law that will have a meaningful impact on our provision for income taxes once we release our valuation allowance. Accounting for the income tax effects of the Act requires significant judgments and estimates in the interpretation and calculations of the provisions of the Act.

Due to the timing of the enactment and the complexity involved in applying the provisions of the Act, we made reasonable estimates of the effects and recorded provisional amounts in our consolidated financial statements for the year ended December 31, 2017. The U.S. Treasury Department, the Internal Revenue Service (IRS), and other standard-setting bodies may issue guidance on how provisions of the Act will be applied or otherwise administered that is different from our interpretation. As we collect and prepare necessary data, and interpret the Act and any additional guidance issued by the IRS or other standard-setting bodies, we may make adjustments to the provisional amounts that could materially affect our financial position and results of operations as well as our effective tax rate in the period in which the adjustments are made. Further, foreign governments may enact local tax laws in response to the Act which may result in additional changes that could materially affect our financial position and results of operations.

We face risks associated with expanding our sales outside of the United States.

We believe that our future growth depends in part upon our ability to increase sales in international markets. These sales are subject to a variety of risks, including fluctuations in currency exchange rates, tariffs, import restrictions and other trade barriers, unexpected changes in regulatory requirements, longer accounts receivable payment cycles, potentially adverse tax consequences and export license requirements. In addition, we are subject to the risks inherentrisk of shortages and long lead times in conducting business internationally, including political and economic instability and unexpected changes in diplomatic and trade relationships. Currency fluctuations may also increase the relative pricesupply of our productscomponents or products. Further, our suppliers may experience financial or other difficulties as a result of uncertain and weak worldwide economic conditions. Other factors which may affect our suppliers' ability or willingness to supply components to us include internal management or reorganizational issues, such as roll-out of new equipment which may delay or disrupt supply of previously forecasted components, or industry consolidation and divestitures, which may result in international marketschanged business and therebyproduct priorities among certain suppliers. It could also cause our productsbe difficult, costly and time consuming to become less affordableobtain alternative sources for these components, or less price competitive than thoseto change product designs to make use of international competitors. These risks associated with international operations mayalternative components. In addition, difficulties in transitioning from an existing supplier to a new supplier could create delays in component availability that would have a material adverse effectsignificant impact on our revenue from or costs associated with international sales.

The results of the United Kingdom’s referendum on withdrawal from the European Union may have a negative effect on global economic conditions, financial markets andability to fulfill orders for our business.

In June 2016, a majority of voters in the United Kingdom elected to withdraw from the European Union in a national referendum. In March 2017, the United Kingdom formally notified the European Union of its intention to withdraw pursuant to Article 50 of the Lisbon Treaty. The referendum was advisory, and the terms of withdrawal are subject to a negotiation period that could last until March 2019. The referendum and the ensuing process of the United Kingdom’s withdrawal from the European Union has created significant uncertainty about the future relationship between the United Kingdom and the European Union, including with respect to the laws and regulations that will apply as the United Kingdom determines which European Union laws to replace or replicate in the event of a withdrawal. The referendum has also given rise to calls for the governments of other European Union member states to consider withdrawal. These developments, or the perception that any of them could occur, have had and may continue to have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global market liquidity and restrict the ability of key market participants to operate in certain financial markets. Any of these factors could depress economic activity and restrict our access to capital, which could have a material adverse effect on our business, operating results and financial condition.

We may be subject to claims, lawsuits, governmental investigations and other proceedings that could adversely affect our business, financial condition and results of operations. 

We are sometimes the subject of claims, lawsuits, governmental investigations and other legal and regulatory proceedings in the ordinary course of business, including those involving, among others, breach of contract, tortious conduct and employment law matters. The results of any such claims, lawsuits, or other legal or regulatory proceedings cannot be predicted with certainty. Any claims against us, whether meritorious or not, could be time-consuming, result in costly litigation, be harmful to our reputation, require significant management attention and divert significant resources. It is possible that a resolution of one or more such proceedings could result in substantial damages, settlement costs, fines and penalties that could adversely affect our business, financial condition and results of operations. 

products.

As a public company, we are obligated to maintain effective internal control over financial reporting. If our internal control over financial reporting is ineffective, our financial reporting may not be accurate, complete and timely, and our auditors may be unable to attest to its effectiveness when required, thus adversely affecting investor confidence in our company.

We are required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on the effectiveness of our internal control over financial reporting. Our auditors also need to audit and provide an attestation report on the effectiveness of our internal control over financial reporting.

We have incurred and continue to incur significant costs assessing our system of internal control over financial reporting and processing documentation necessary to perform the evaluation needed to comply with Section 404. We may discover, and may not be able to remediate, future significant deficiencies or material weaknesses, or we may be unable to complete our evaluation, testing or any required remediation in a timely fashion. Failure of our internal control over financial reporting to be effective could cause our financial reporting to be inaccurate, incomplete or delayed. Moreover, even if there is no inaccuracy, incompletion or delay of reporting results, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to assert, and our auditors will be unable to affirm, that our internal control is effective, in which case investors may lose confidence in the accuracy and completeness of our financial reports, which could have a material adverse effect on the price of our common stock.

2022.

Vermont.

DIVIDENDS

We did not pay cash dividends on our common stock during fiscal years 2018 and 2017.  We presently intend to continue a policy of retaining earnings for reinvestment in our business, rather than paying cash dividends.

2021 that were not reported in our quarterly reports on Form 10-Q or our current reports on Form 8-K.

:

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Asure has

RESULTS OF OPERATIONS

The following table sets forth, for the fiscal periods indicated, the percentage of total revenues represented by certain items in Asure’s Consolidated Statements of Comprehensive Loss:

Overview

Asure is

Asure’s platform vision isteleconference, the shift from in-person to virtual sales meetings could negatively affect our sales efforts, impede client acquisition and lengthen our sales cycles, which would negatively impact our business and results of operations and could impact our financial condition in the future.

The Asurenavigate the bureaucratic framework to apply for Employee Retention Tax Credits (“ERTC”). We updated our product strategy is driven by three primary trendssuite in the market: mobilization, globalization and technology.  Asure offers four product lines: AsureSpace™, AsureForce®, AsureHCM and AsureEvolution. AsureHCM and AsureEvolution arelight of this recent legislation to guide our Mid-market and SMB/Channel HCM platforms respectively, which include AsureBenefits and AsureConsulting. AsureSpace™ Agile Workspace solutions enable organizationsclients to optimize their real estate investment and create a digital workspace that empowers mobile and virtual employees, while streamlining internal operations.  AsureForce® Time and Labor Management helps organizations optimize their workforce while controlling labor administration costs and activities.

In January 2018, we acquired allfile for in excess of the outstanding shares of common stock of Pay Systems of America, Inc. (“Pay Systems”), a provider of HR, payroll and employee benefits services.

In July 2018, we acquired all of the capital stock of USA Payroll, Inc. and assets of its affiliates, a payroll processing company based in Rochester, New York and a licensee of our Evolution software. We funded these acquisitions with cash on hand, subordinated promissory notes and shares of Asure common stock.

ComparisonConsolidated Financial Statements.

Revenue

increase as we introduce new applications, expand our client base and renew and expand relationships with existing clients. As a percentage of total revenues, we expect our mix of recurring revenues, and professional services, hardware and other revenues to remain relatively constant. While revenue mix varies by product, recurring revenue represented over 93% of total revenue in the year ended 2021, compared to 96% in 2020.

Total revenue represents

Our total revenue in 2018 was $88,952 as compared to $54,442 in 2017. Total revenue increased by $34,510,$2,794, or 63.4%127%, for the year ended December 31, 2021 from the similar period in 2018 as compared to 2017. Cloud revenue comprised the majority of the increase with an increase of $29,620, or 75.4%. Hardware and maintenance and support and professional services revenue trended upward, offset by a decrease in on premise software license revenue.

Cloud revenue increased $29,620, or 75.4%, over 2017. Cloud revenue was $68,887 in 2018 as compared to $39,267 in 2017. The increase in cloud revenue is due to a combination of acquisitions, new sales and the accretive nature of recurring cloud revenue.

Hardware revenue increased by $1,574, or 33.5%, over 2017. Hardware revenue was $6,277 in 2018 as compared to $4,703 in 2017. Maintenance and support revenue was $5,226 in 2018 as compared to $4,453 in 2017, or a 17.4% increase over 2017. These increases are primarily2020, due to the timingimplementation of work performed on contracts.

Professional services revenue increased by $3,220, or 69.6%, over 2017. This increase is primarily due to the timing of work performed on contracts.

Other revenue is comprised of on premise software license revenue and interest on funds held for clients. On premise software license revenue was $636our ERTC service in 2018 as compared to $1,392 in 2017. On premise software license revenues decreased $756, or 54.3%, as compared to 2017. This decrease is primarily a result of movements of clients from on premise to on demand, cloud-based solutions.

2021.

States.

more efficient operations.

Selling, general and administrative (“SG&A”)marketing expenses for the year ended December 31, 2021 were $47,333 in 2018 and $33,887 in 2017,$15,448, an increase of $13,446,$1,899, or 39.7%.  SG&A14%, from $13,549 for the year ended December 31, 2020, primarily due to increased personnel costs offset by lower discretionary marketing spending as we focus on hiring direct sales personnel. Selling and marketing expenses as a percentage of revenues were 53.2% and 62.2%revenue decreased to 20% for 2018 and 2017, respectively.

SG&A increased due to a fullthe year of 2017 acquisition and integration related expenses and 2018 acquisition related expenses, as well as increased headcount as weended December 31, 2021 from 21% for the same period in 2020.

year ended December 31, 2021 from 37% for the same period in 2020.

continue to drive efficiencies within our payroll operations by continually reevaluating our vendor relationships.

The $3,901 increase is primarily due to an increase in technical resources, including increased headcount, strategicdevelopment partnerships, and integration development, new hardware products for 2019 as well as investments intothrough organic improvements and acquired intellectual property. We will continue to expand the breadth of integration between our initiativesolutions, allowing direct clients and resellers the ability to migrate platformseasily add and implement components across our entire solution set. We believe that our expanded investment in product, engineering, SaaS hosting, mobile and hardware technologies lays the groundwork for broader market opportunities and represents a key aspect of our competitive differentiation. Native mobile applications, common user interface, expanded web service integration and other technologies are all part of our initiatives.

Other Loss was $8,514other, net for the year ended 2018 asDecember 31, 2021 was an expense of $2,038 compared to $4,626an expense of $1,224 for the year ended December 31, 2020. The increase in interest expense and other, net relative to the prior year is attributable to new borrowings under our credit facility with Structural Capital Investments III LP, which were used to fund the acquisitions of two of our payroll resellers in the third quarter of 2021. Interest expense and other, net as a percentage of revenue was an expense of 3% and 2% for the years ended December 31, 2021 and December 31, 2020, respectively. Interest expenses for the year ended December 31, 2021 and 2020 is composed primarily of interest expense on notes payable.

Incomerecorded an income tax expense decreased from $96 in 2017 to a benefit of $7,229 in 2018, a $7,325, or 7630.2%, increase. These figures represent an effective tax rate of 48.9% and (1.7)% in 2018 and 2017, respectively. In 2018 we recorded income taxes that were principally attributable to the releasecontinuing operations of valuation allowance$802 and state and foreign taxes. A significant portion$337, respectively, an increase of the release$465 or 138%.

As a result of our various acquisitions in prior years, utilization of the net operating losses and credit carryforwards may be subjectended December 31, 2021, compared to a substantial annual limitation due toloss from operations of $16,311, or $1.03 per share, during the “change in ownership” provisions of the Internal Revenue Code of 1986. The annual limitation may result in the expiration of net operating losses before utilization.

Due to the uncertainty surrounding the timing of realizing the benefits of our favorable tax attributes in future tax returns, we have placed a valuation allowance against our net deferred tax asset, exclusive of goodwill. During 2018, we decreased the valuation allowance by approximately $9,332 due primarily toyears ended December 31, 2020. Income and loss from operations acquisitions and the impact of changes in tax law.

We consider the undistributed earnings of our foreign subsidiaries permanently reinvested and, accordingly, we have not provided for U.S. federal or state income taxes thereon.

Net Income (Loss)

Net loss was $7,548 in 2018. Net loss was $5,722 in 2017.  The increase in net loss was $1,826, or 31.9%.  Net loss as a percentage of total revenues was 8.5%4% and 10.5% in 201825% for the years ended December 31, 2021 and 2017,2020, respectively.