What changed in this filing

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Item 1. Financial Statements

2024-08-01 compared with 2024-05-02 · 118 added, 102 removed, 366 unchanged (38% of the section changed)

3 unchanged sentences

(in thousands, except per share amounts)

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Current assets:

Cash and cash equivalents $ 20,736 $ 30,317

Accounts receivable, net of allowance for credit losses of $ 5,108 a nd $ 4,787 at March 31, 2024 and December 31, 2023, respectively

Accounts receivable, net of allowance for credit losses of $ 5,469 a nd $ 4,787 at June 30, 2024 and December 31, 2023, respectively

16,273 14,202

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44,000 shares authorized;

25,749 and 25,382 shares issued, 25,749 and 24,998 shares outstanding at March 31, 2024 and December 31, 2023, respectively

Treasury stock at cost, zero (1) and 384 shares at March 31, 2024 and December 31, 2023, respectively

25,918 and 25,382 shares issued, 25,918 and 24,998 shares outstanding at June 30, 2024 and December 31, 2023, respectively

Treasury stock at cost, zero (1) and 384 shares at June 30, 2024 and December 31, 2023, respectively

Additional paid-in capital 496,743 487,973

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ASURE SOFTWARE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands, except per share amounts)

Three Months Ended

Three Months Ended June 30, Six Months Ended

2024 2023 2024 2023

Recurring $ 27,051 $ 22,960 $ 57,324 $ 50,916

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Interest expense ( 208 ) ( 1,823 ) ( 388 ) ( 4,116 )

Other income, net 10 83

(Loss) income from operations before income taxes ( 275 ) 102

Income tax expense (benefit) 33 ( 237 )

Net (loss) income ( 308 ) 339

Other comprehensive (loss) income:

Unrealized (loss) income on marketable securities ( 244 ) 481

Comprehensive (loss) income $ ( 552 ) $ 820

Basic and diluted (loss) income per share

Other (expense) income, net — ( 93 ) 10 ( 9 )

Loss from operations before income taxes ( 4,129 ) ( 3,138 ) ( 4,404 ) ( 3,036 )

Income tax expense 231 627 264 390

Net loss ( 4,360 ) ( 3,765 ) ( 4,668 ) ( 3,426 )

Other comprehensive income (loss):

Unrealized income (loss) on marketable securities 9 ( 493 ) ( 235 ) ( 12 )

Comprehensive loss $ ( 4,351 ) $ ( 4,258 ) $ ( 4,903 ) $ ( 3,438 )

Basic and diluted loss per share

Basic $ ( 0.17 ) $ ( 0.18 ) $ ( 0.18 ) $ ( 0.17 )

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Balance at March 31, 2024 25,749 $ 258 $ — $ 494,537 $ ( 295,761 ) $ ( 1,359 ) $ 197,675

Stock issued upon option exercise and vesting of restricted and performance stock units 58 — — 63 — — 63

Stock issued, ESPP 61 1 — 332 — — 333

Stock issued for acquisitions 50 — — 323 — — 323

Share based compensation — — — 1,488 — — 1,488

Net loss — — — — ( 4,360 ) — ( 4,360 )

Other comprehensive income — — — — — 9 9

Balance at June 30, 2024 25,918 $ 259 $ — $ 496,743 $ ( 300,121 ) $ ( 1,350 ) $ 195,531

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

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Balance at March 31, 2023 20,619 $ 210 $ ( 5,017 ) $ 436,907 $ ( 280,887 ) $ ( 2,002 ) $ 149,211

Stock issued upon option exercise and vesting of restricted stock units 40 — — 42 — — 42

Stock issued, ESPP 46 1 — 236 — — 237

Share based compensation — — — 1,582 — — 1,582

Net loss — — — — ( 3,765 ) — ( 3,765 )

Other comprehensive loss — — $ — — — ( 493 ) ( 493 )

Balance at June 30, 2023 20,705 $ 211 $ ( 5,017 ) $ 438,767 $ ( 284,652 ) $ ( 2,495 ) $ 146,814

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

2 unchanged sentences

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

Net (loss) income $ ( 308 ) $ 339

Adjustments to reconcile (loss) income to net cash (used) in provided by operations:

Net loss $ ( 4,668 ) $ ( 3,426 )

Adjustments to reconcile loss to net cash (used) in provided by operations:

Depreciation and amortization 10,359 9,675

4 unchanged sentences

Provision for expected losses 107 1,873

Provision for (recovery of) deferred income taxes 24 ( 73 )

Provision for deferred income taxes 255 86

Net realized gains on sales of available-for-sale securities ( 1,294 ) ( 1,024 )

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Net proceeds from issuance of common stock 572 2,266

Capital raise fees ( 46 ) —

Net change in client fund obligations ( 28,225 ) ( 17,225 )

Net cash provided by financing activities 21,062 21,128

Net increase in cash and cash equivalents 12,620 19,069

Net cash used in financing activities ( 27,935 ) ( 15,602 )

Net decrease in cash and cash equivalents ( 37,013 ) ( 26,772 )

Cash and cash equivalents, beginning of period 177,622 164,042

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(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Reconciliation of cash and cash equivalents to the Condensed Consolidated Balance Sheets

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AsureMarketplace™ automates interactions between our HCM systems with third-party providers to enhance efficiency, improve accuracy and to extend the range of services offered to employers and their employees.

Our approach to HR compliance services incorporates artificial intelligence technology to enhance scalability and efficiency while prioritizing client interactions.

Our approach to HR compliance services leverages technology and on-demand content to enhance scalability and efficiency while prioritizing client interactions.

We offer our services directly and indirectly through our network of reseller partners.

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Asure Payroll & Tax, Asure Tax Management Solutions, Asure Time & Attendance, Asure HR Compliance, and AsureMarketplace™.

We develop, market, sell and support our offerings nationwide through our principal office in Austin, Texas and from our processing hubs in Alabama, California, Florida, New Jersey, New York, Tennessee, and Vermont.

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.

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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 March 31, 2024, comprehensive (loss) income and changes in stockholders’ equity for the three months ended March 31, 2024 and March 31, 2023, and cash flows for the three months ended March 31, 2024 and March 31, 2023.

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, 2024, comprehensive loss and changes in stockholders’ equity for the three and six months ended June 30, 2024 and June 30, 2023, and cash flows for the six months ended June 30, 2024 and June 30, 2023.

Certain amounts in the prior period financial statements have been reclassified to conform to the presentation of the current period financial statements.

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The standard is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024.

We are currently evaluating this standard and the potential effects of these changes to our consolidated financial statements and will adopt this new standard in the fiscal year beginning January 1, 2024.

ACCUMULATED OTHER COMPREHENSIVE LOSS

As of March 31, 2024 and December 31, 2023, accumulated other comprehensive loss consisted of net unrealized gains and losses on available-for-sale securities.

As of June 30, 2024 and December 31, 2023, accumulated other comprehensive loss consisted of net unrealized gains and losses on available-for-sale securities.

NOTE 3 - BUSINESS COMBINATIONS AND ASSET ACQUISITIONS

Effective April 30, 2024, we acquired certain assets of an Ohio based reseller partner, which were used to provide payroll processing services.

The aggregate purchase price paid for the acquisition of these assets was $ 3,000 , consisting of $ 2,300 paid in cash on hand, and $ 700 in the form of a promissory note, plus 50 shares of Asure common stock.

The acquired customer relationships are recorded as an intangible asset and are being amortized on a straight-line basis over eight years .

As of June 30, 2024, the promissory note had an outstanding principal balance of $ 700 and matures on October 30, 2025.

Effective February 22, 2024, we acquired certain assets of a payroll processing and benefits brokerage servicer based in New Jersey.

1 unchanged sentence

The acquired customer relationships are recorded as an intangible asset and are being amortized on a straight-line basis over eight years .

As of March 31, 2024, the promissory note had an outstanding balance of $ 1,000 and matures on February 22, 2026.

As of June 30, 2024, the promissory note had an outstanding principal balance of $ 963 and matures on February 22, 2026.

Effective October 1, 2023, we acquired certain assets of an Alabama based reseller partner, which were used to provide payroll processing services.

The aggregate purchase price paid for these assets was $ 8,391 , paid as follows:

(i) $ 6,891 in cash of which $6,545 was paid at closing and (ii) the delivery of a promissory note in the amount of $ 1,500 .

The aggregate purchase price paid for these assets was $ 8,391 , consisting of $ 6,891 in cash of which $6,545 was paid at closing and the delivery of a promissory note in the amount of $ 1,500 .

The acquired customer relationships are recorded as an intangible asset and are being amortized on a straight-line basis over eight years .

As of March 31, 2024, the promissory note had an outstanding balance of $ 1,500 and matures on October 1, 2025.

As of June 30, 2024, the promissory note had an outstanding principal balance of $ 1,500 and matures on October 1, 2025.

NOTE 4 - INVESTMENTS AND FAIR VALUE MEASUREMENTS

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Total Carrying Value Level 1 Level 2 Level 3

March 31, 2024

June 30, 2024

Funds held for clients

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Cash equivalents and investments classified as available-for-sale within funds held for clients consisted of the following for the periods presented below (in thousands):

March 31, 2024

June 30, 2024

Cash equivalents $ 4,422 $ — $ ( 11 ) $ 4,411

16 unchanged sentences

(1) Unrealized gains and losses on available-for-sale securities are included as a component of comprehensive loss.

As of March 31, 2024 and December 31, 2023, there were 32 and 54 securities, respectively, in an unrealized gain position and there were 141 and 113 securities in an unrealized loss position, respectively.

As of March 31, 2024, these unrealized losses were less than $ 60 individually and $ 1,489 in the aggregate.

As of June 30, 2024 and December 31, 2023, there were 22 and 54 securities, respectively, in an unrealized gain position and there were 148 and 113 securities in an unrealized loss position, respectively.

As of June 30, 2024, these unrealized losses were less than $ 56 individually and $ 1,425 in the aggregate.

As of December 31, 2023, these unrealized losses were less than $ 61 individually and $ 1,363 in the aggregate.

4 unchanged sentences

Factors considered in determining whether a loss is a credit loss include the length of time and extent to which fair value has been less than the cost basis, the credit rating of the investment, 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 March 31, 2024 and December 31, 2023, none of these securities were classified as cash and cash equivalents on the accompanying Condensed Consolidated Balance Sheets.

(2) At June 30, 2024 and December 31, 2023, 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 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.

Funds held for clients have been invested in the following categories for the periods presented below (in thousands):

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Cash and cash equivalents held to satisfy client funds obligations $ 119,873 $ 147,305

3 unchanged sentences

Expected maturities of available-for-sale securities are as follows for the period presented below (in thousands):

March 31, 2024

June 30, 2024

One year or less $ 11,420

2 unchanged sentences

NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS

December 31, 2023 Acquisitions March 31, 2024

December 31, 2023 Acquisitions June 30, 2024

Goodwill $ 86,011 $ — $ 86,011

2 unchanged sentences

A portion of acquired goodwill will be amortizable for tax purposes.

As of March 31, 2024, there has been no impairment of goodwill based on the qualitative assessments performed by the Company.

Gross Intangible Assets December 31, 2023 Acquisitions March 31, 2024

As of June 30, 2024, there has been no impairment of goodwill based on the qualitative assessments performed by the Company.

Gross Intangible Assets December 31, 2023 Acquisitions June 30, 2024

Customer relationships $ 127,843 $ 15,833 $ 143,676

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Amortization Net

March 31, 2024

June 30, 2024

Customer relationships 8.6 $ 143,676 $ ( 74,674 ) $ 69,002

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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 $ 3,449 and $ 3,302 for the three months ended March 31, 2024 and 2023, respectively.

Amortization expenses recorded in Cost of Sales were $ 50 and $ 268 for the three months ended March 31, 2024 and 2023, respectively.

There was no impairment of intangibles during the three months ended March 31, 2024 based on the qualitative assessment performed by the Company.

Amortization expenses recorded in Operating Expenses were $ 7,495 and $ 6,596 for the six months ended June 30, 2024 and 2023, respectively.

Amortization expenses recorded in Cost of Sales were $ 100 and $ 318 for the six months ended June 30, 2024 and 2023, respectively.

There was no impairment of intangibles during the six months ended June 30, 2024 based on the qualitative assessment performed by the Company.

However, if market, political and other conditions over which we have no control continue to affect the capital markets and our stock price declines, we may experience an impairment of our intangibles in future quarters.

The following table summarizes the future estimated amortization expense relating to our intangible assets for the period presented below (in thousands):

March 31, 2024

2024 $ 12,047

June 30, 2024

Thereafter 7,221

1 unchanged sentence

The following table summarizes our outstanding debt as of the dates indicated (in thousands):

Maturity Cash Interest Rate March 31, 2024 December 31, 2023

Subordinated Notes Payable – Acquisitions (1)

Maturity Cash Interest Rate June 30, 2024 December 31, 2023

Notes Payable – Acquisitions (1)

10/01/25 - 9/30/26 2.00 % - 5.00 %

1 unchanged sentence

Gross Notes Payable $ 7,363 $ 5,700

(1) See Note 3 — Business Combinations and Asset Acquisitions and Subordinated Notes Payable - Acquisitions section below for further discussion regarding the notes payable related to acquisitions.

(1) See Note 3 — Business Combinations and Asset Acquisitions and Notes Payable - Acquisitions section below for further discussion regarding the notes payable related to acquisitions.

The following table summarizes the debt issuance costs as of the dates indicated (in thousands):

Gross Notes Payable Debt Issuance Costs and Debt Discount Net Notes Payable

March 31, 2024

Gross Notes Payable Unamortized Debt Discount Net Notes Payable

June 30, 2024

Current portion of notes payable $ 420 $ ( 402 ) $ 18

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The following table summarizes the future principal payments related to our outstanding debt for the period presented below (in thousands):

March 31, 2024

June 30, 2024

Total $ 7,363

Subordinated Notes Payable - Acquisitions

Notes Payable - Acquisitions

In April 2024, we acquired certain assets of an Ohio based reseller partner, which were used to provide payroll processing services.

In connection with the acquisition that took place, we delivered a promissory note to the seller.

As of June 30, 2024, the promissory note had an outstanding principal balance of $ 700 and matures on October 30, 2025.

In February 2024, we acquired certain assets of a payroll processing and benefits brokerage servicer based in New Jersey.

In connection with the acquisition that took place, we delivered a promissory note to the seller.

As of March 31, 2024, the promissory note had an outstanding balance of $ 1,000 and matures on February 22, 2026.

As of June 30, 2024, the promissory note had an outstanding principal balance of $ 963 and matures on February 22, 2026.

In October 2023, we acquired certain assets of an Alabama based reseller partner, which were used to provide payroll processing services.

In connection with the acquisition that took place, we delivered a promissory note to the seller.

As of March 31, 2024, the promissory note had an outstanding balance of $ 1,500 and matures on October 1, 2025.

As of June 30, 2024, the promissory note had an outstanding principal balance of $ 1,500 and matures on October 1, 2025.

In April 2023, we calculated the final contingent consideration due in connection with the acquisition of a payroll business in September 2021.

As a result, the fair value of the contingent consideration of $ 587 was added as an increase to the principal balance due on the promissory note.

As of March 31, 2024, the promissory note had an outstanding balance of $ 4,200 .

In January 2023, we resolved the outstanding claims for indemnification for which we were withholding payment of a subordinated note payable issued in connection with the purchase of a business acquired in 2020.

Payment on the principal balance was withheld as security for outstanding claims for which we were entitled to indemnification under the purchase agreement.

As a result of the resolution of those claims, the remaining balance of $ 232 was paid to the Seller ($ 182 ) and to the claimant ($ 50 ) in satisfaction of its claim.

As of March 31, 2024, there are no further amounts due or owing under this subordinated promissory note.

See Note 3 — Business Combinations for further discussion regarding the issuance of subordinated notes payable related to acquisitions.

As of June 30, 2024, the promissory note had an outstanding principal balance of $ 4,200 .

See Note 3 — Business Combinations and Asset Acquisitions and Note 11 — Subsequent Events for further discussion regarding the issuance of notes payable related to acquisitions.

Senior Credit Facility with Structural Capital Investments III, LP

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The Payoff Amount represented $ 30,617 of outstanding principal and interest on the unpaid principal balance, a 1.0 % prepayment fee in the amount of $ 306 and $ 5 for the accrued non-utilization fee and lender expenses associated with the extinguishment.

As of March 31, 2024, there are no further amounts due or owing under the Facility.

As of June 30, 2024, there are no further amounts due or owing under the Facility.

On August 7, 2023, we entered into an amendment to the Loan Agreement, whereby the Final Payment Fee (as defined in the Loan Agreement) was settled for $ 1,677 (the “Settled Amount”), which was paid on August 7, 2023.

2 unchanged sentences

NOTE 7 – CONTRACTS WITH CUSTOMERS AND REVENUE CONCENTRATION

Receivables from contracts with customers, net of allowance for credit losses of $ 5,108 , w ere $ 15,074 at March 31, 2024.

Receivables from contracts with customers, net of allowance for credit losses of $ 5,469 , w ere $ 16,273 at June 30, 2024.

Receivables from contracts with customers, net of allowance for credit losses of $ 4,787 , were $ 14,202 at December 31, 2023.

We had a provision for expected losses of $ 46 , write-offs charged against the allowance for credit losses of $ 3 , and recoveries on previously written off receivables of $ 279 during the three months ended March 31, 2024.

No customer represented more than 10% of our net accounts receivable balance as of March 31, 2024 and December 31, 2023, respectively .

We had a provision for expected losses of $ 107 , write-offs charged against the allowance for credit losses of $ 5 , and recoveries on previously written off receivables of $ 580 during the six months ended June 30, 2024.

No customer represented more than 10% of our net accounts receivable balance as of June 30, 2024 and December 31, 2023, respectively .

Deferred Commissions

Deferred commission costs from contracts with customers w ere $ 10,378 and $ 10,302 at March 31, 2024 and December 31, 2023 , respectively.

The amount of amortization recognized for the three months ended March 31, 2024 and 2023 was $ 611 and $ 496 , respectively.

The increase in amortization during the three months ended March 31, 2024 is primarily due to an increased focus on sales of recurring revenue streams in the prior year that are now being amortized.

Deferred commission costs from contracts with customers w ere $ 11,477 and $ 10,302 at June 30, 2024 and December 31, 2023 , respectively.

The amount of amortization recognized for the three and six months ended June 30, 2024 was $ 565 and $ 1,191 , respectively, and for the three and six months ended June 30, 2023 was $ 650 and $ 1,147 , respectively.

The increase in amortization during the six months ended June 30, 2024 is primarily due to an increased focus on sales of recurring revenue streams in the prior year that are now being amortized.

Deferred Revenue

During the three months ended March 31, 2024 and 2023 , revenue of $ 5,118 and $ 5,613 , respectively, was recognized from the deferred revenue balance at the beginning of each period.

During the three and six months ended June 30, 2024 , revenue of $ 888 and $ 6,007 , respectively, an d during the three and six months ended June 30, 2023, revenue of $ 170 and $ 5,783 , respectively, was recognized from the deferred revenue balance at the beginning of each period.

Transaction Price Allocated to the Remaining Performance Obligations

As of March 31, 2024, approximately $ 18,713 of revenue is expected to be recognized from remaining performance obligations.

As of June 30, 2024, approximately $ 49,159 of revenue is expected to be recognized from remaining performance obligations.

We expect to recognize revenue on approximately 37 % of these remaining performance obligations over the next 12 months, with the balance recognized thereafter.

These amounts exclude remaining performance obligations related to contracts for professional services for tax and payroll offerings whose remaining contractual term is less than one year as of March 31, 2024.

Revenue Co ncentration

During the three months ended March 31, 2024 and 2023, there were no customers that individually represented 10% or more of consolidated revenue.

During the three months ended June 30, 2024, a multi-year license arrangement was finalized primarily driving the increase in our deferred revenue balances as of June 30, 2024 when compared to December 31, 2023.

The arrangement is also driving the decrease in our transaction price estimated to be recognized during the next 12 months from 87 % as of December 31, 2023 to 37 % as of June 30, 2024.

Revenue Concentration

During the six months ended June 30, 2024 and 2023, there were no customers that individually represented 10% or more of consolidated revenue.

NOTE 8 - LEASES

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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) Income, rent expense is included in operating expenses under general and administrative expenses.

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 are as follows for the periods presented below (in thousands):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2024 2023 2024 2023

Operating lease cost $ 507 $ 884 $ 953 $ 1,415

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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 10 % as of March 31, 2024 and December 31, 2023.

The weighted average remaining lease term is five years as of March 31, 2024 and December 31, 2023.

The weighted average discount rate of our operating leases is 10 % as of June 30, 2024 and December 31, 2023.

The weighted average remaining lease term is four years and five years as of June 30, 2024 and December 31, 2023, respectively.

Supplemental cash flow information related to operating leases are as follows for the periods presented below (in thousands):

Three Months Ended March 31,

Six Months Ended June 30,

Cash paid for amounts included in the measurement of lease liabilities:

1 unchanged sentence

Future minimum commitments over the life of all operating leases, which exclude variable rent payments, are as follows for the period presented below (in thousands):

March 31, 2024

June 30, 2024

Thereafter 233

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The number of shares reserved for issuance under the 2018 Plan is 4,350 shares.

We have an aggregate of 2,612 options, restricted stock units (“RSUs”) and performance stock units (“PSUs”) granted and outstanding pursuant to the 2018 Plan as of March 31, 2024.

As of March 31, 2024, the number of shares available for future grant under the 2018 Plan is 1,040 .

Share based compensation for our stock option plans for the three months ended March 31, 2024, and March 31, 2023, was $ 1,902 and $ 1,337 , respectively.

We issued 26 and 277 shares of common stock related to exercises of stock options for the three months ended March 31, 2024 and 2023, respectively.

We issued 166 and 98 shares of common stock upon the vesting of restricted stock units for the three months ended March 31, 2024 and 2023, respectively.

We issued 109 shares of common stock upon the vesting of RSUs converted from PSUs for the three months ended March 31, 2024.

Effective January 1, 2023, the Compensation Committee of the Board of Directors (the “Compensation Committee”) approved the grant of performance stock units (“PSUs”) pursuant to a PSU Award Grant Notice and PSU Award Agreement (the “2023 PSU Award Agreement”) under the 2018 Plan to our executive officers payable in the form of RSUs.

We have an aggregate of 2,531 options, restricted stock units (“RSUs”) and performance stock units (“PSUs”) granted and outstanding pursuant to the 2018 Plan as of June 30, 2024.

As of June 30, 2024, the number of shares available for future grant under the 2018 Plan is 1,063 .

Share based compensation for our stock option plans for the three and six months ended June 30, 2024 was $ 1,488 and $ 3,390 , respectively, and for the three and six months ended June 30, 2023 was $ 1,337 and $ 2,919 , respectively .

Issuance of common stock related to the exercise of stock options, the vesting of restricted stock units, and the vesting of restricted stock units converted from performance stock units are as follows for the period presented below (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

2024 2023 2024 2023

Common stock issued - options 9 277 35 283

Common stock issued - RSU 49 98 215 125

Common stock issued - PSU — — 109 —

Effective January 1, 2024, the Compensation Committee of the Board of Directors (the “Compensation Committee”) approved the grant of PSUs pursuant to a PSU Award Grant Notice and PSU Award Agreement (the “2024 PSU Award Agreement”) under the 2018 Plan to our executive officers payable in the form of RSUs.

The number of RSUs into which the PSUs convert for each executive officer is a sliding scale between 0 % to 200 % of the target amount based on the Company’s achievement of certain performance metrics tied to the Company’s recurring revenue and gross profit for 2024.

Effective January 1, 2023, the Compensation Committee approved the grant of PSUs pursuant to a PSU Award Grant Notice and PSU Award Agreement (the “2023 PSU Award Agreement”) under the 2018 Plan to our executive officers payable in the form of RSUs.

The number of RSUs into which the PSUs converted for each executive officer was a sliding scale between 0 % to 200 % of the target amount based on the Company’s achievement of certain performance metrics tied to the Company’s recurring revenue and gross profit for 2023.

On February 26, 2024, the PSUs converted to RSUs at 200 % of target based on the achievement of set performance metrics, and we paid out a total of 325 RSUs to our executive officers.

Effective January 1, 2024, the Compensation Committee approved the grant of PSUs pursuant to a PSU Award Grant Notice and PSU Award Agreement (the “2024 PSU Award Agreement”) under the 2018 Plan to our executive officers payable in the form of RSUs.

The number of RSUs into which the PSUs convert for each executive officer is a sliding scale between 0% to 200% of the target amount based on the Company’s achievement of certain performance metrics tied to the Company’s recurring revenue and gross profit for 2024.

NOTE 10 - NET LOSS PER SHARE

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The following table sets forth the computation of basic and diluted net loss per common share for the periods presented below (in thousands, except per share amounts):

Three Months Ended March 31,

Net (loss) income $ ( 308 ) $ 339

Three Months Ended June 30, Six Months Ended June 30,

2024 2023 2024 2023

Net loss $ ( 4,360 ) $ ( 3,765 ) $ ( 4,668 ) $ ( 3,426 )

Weighted-average shares of common stock outstanding 25,840 20,651 25,587 20,500

Basic (loss) income per share $ ( 0.01 ) $ 0.02

Net (loss) income $ ( 308 ) $ 339

Basic loss per share $ ( 0.17 ) $ ( 0.18 ) $ ( 0.18 ) $ ( 0.17 )

Net loss $ ( 4,360 ) $ ( 3,765 ) $ ( 4,668 ) $ ( 3,426 )

Weighted-average shares of common stock outstanding 25,840 20,651 25,587 20,500

Diluted (loss) income per share $ ( 0.01 ) $ 0.02

Diluted loss per share $ ( 0.17 ) $ ( 0.18 ) $ ( 0.18 ) $ ( 0.17 )

NOTE 11 - SUBSEQUENT EVENTS

On April 9, 2024, we filed a universal shelf registration statement on Form S-3 with the Securities and Exchange Commission (“SEC”) to provide access to additional capital, if needed.

Pursuant to the shelf registration statement, we may from time to time offer to sell in one or more offerings shares of our common stock or other securities having an aggregate value of up to $ 150,000 (which includes [ 1,480 ] of unsold securities that were previously registered on a prior registration statement effective at the time of the filing of our current S-3).

The shelf registration statement relating to these securities became effective on April 19, 2024.

On April 9, 2024, we filed an acquisition shelf registration statement on Form S-4 with the SEC to allow for us to issue securities in future business combinations.

Pursuant to the acquisition shelf registration statement, we may from time to time issue up to 12,500 shares of our common stock as consideration in future business combinations.

The registration statement relating to these securities became effective on April 19, 2024.

On April 30, 2024, we acquired certain assets of a reseller partner, which were used to provide payroll processing services.

The partner is located in Ohio.

The aggregate purchase price that we paid for these assets was $ 3,000 , consisting of $ 2,300 paid in cash on hand, $ 700 in the form of a promissory note with the principal balance due on October 30, 2025, and 50 shares of Asure common stock.

On July 11, 2024, we acquired certain assets of an applicant tracking technology company, which were used to provide hiring solutions to small and medium-sized businesses .

The aggregate purchase price that we paid for these assets was $ 15,250 , consisting of $ 8,000 paid in cash on hand, 525 shares of Asure common stock, having an agreed value of $ 4,250 , and the remaining $ 3,000 in the form of a promissory note with the principal balance due on July 1, 2029.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements