What changed in this filing

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Item 1. Financial Statements

2024-10-31 compared with 2024-08-01 · 114 added, 75 removed, 409 unchanged (32% of the section changed)

3 unchanged sentences

(in thousands, except per share amounts)

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Current assets:

Cash and cash equivalents $ 11,248 $ 30,317

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

Accounts receivable, net of allowance for credit losses of $ 6,150 a nd $ 4,787 at September 30, 2024 and December 31, 2023, respectively

17,233 14,202

35 unchanged sentences

44,000 shares authorized;

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

26,540 and 25,382 shares issued, 26,540 and 24,998 shares outstanding at September 30, 2024 and December 31, 2023, respectively

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

Additional paid-in capital 502,920 487,973

10 unchanged sentences

(in thousands, except per share amounts)

Three Months Ended June 30, Six Months Ended

Three Months Ended September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

13 unchanged sentences

Interest expense ( 274 ) ( 1,219 ) ( 662 ) ( 5,336 )

Loss on extinguishment of debt — ( 1,517 ) — ( 1,517 )

Other (expense) income, net — ( 283 ) 10 ( 291 )

Loss from operations before income taxes ( 3,731 ) ( 2,329 ) ( 8,135 ) ( 5,365 )

Income tax expense 231 627 264 390

Income tax expense (benefit) 170 ( 123 ) 434 267

Net loss ( 3,901 ) ( 2,206 ) ( 8,569 ) ( 5,632 )

28 unchanged sentences

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

Stock issued upon option exercise and vesting of restricted and performance stock units 97 1 — 329 — — 330

Stock issued for acquisitions 525 5 — 4,257 — — 4,262

Share based compensation — — — 1,591 — — 1,591

Net loss — — — — ( 3,901 ) — ( 3,901 )

Other comprehensive income — — — — — 1,340 1,340

Balance at September 30, 2024 26,540 $ 265 $ — $ 502,920 $ ( 304,022 ) $ ( 10 ) $ 199,153

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

15 unchanged sentences

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

Stock issued upon option exercise and vesting of restricted stock units 99 1 — 479 — — 480

Shares issued, net of issuance costs 4,047 40 — 45,484 — — 45,524

Share based compensation — — — 1,251 — — 1,251

Net loss — — — — ( 2,206 ) — ( 2,206 )

Other comprehensive loss — — $ — — — ( 201 ) ( 201 )

Balance at September 30, 2023 24,851 $ 252 $ ( 5,017 ) $ 485,981 $ ( 286,858 ) $ ( 2,696 ) $ 191,662

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

2 unchanged sentences

(in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities:

8 unchanged sentences

Provision for deferred income taxes 388 111

Loss on extinguishment of debt — 1,208

Net realized gains on sales of available-for-sale securities ( 1,929 ) ( 1,645 )

21 unchanged sentences

Payments of notes payable ( 420 ) ( 35,627 )

Debt extinguishment costs — ( 468 )

Payments made on amounts due for the acquisition of intangible assets ( 658 ) —

10 unchanged sentences

(in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

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

15 unchanged sentences

Asure Software, Inc.

(“Asure”, the “Company”, “we” and “our”), a Delaware corporation, is a provider of cloud-based Human Capital Management (“HCM”) software solutions delivered as Software-as-a-Service (“SaaS”) for small and medium-sized businesses (“SMBs”).

We offer human resources (“HR”) tools necessary to build a thriving workforce, provide the resources to stay compliant with dynamic federal, state, and local tax jurisdictions and their respective labor laws, freeing cash flows so SMBs can spend their financial capital on growing their businesses rather than administrative overhead that can impede growth.

We offer human resources (“HR”) tools necessary to build a thriving workforce, provide the resources to stay compliant with dynamic federal, state, and local tax jurisdictions and their respective labor laws, freeing cash flows so these businesses can spend their financial capital on growing their business rather than administrative overhead that can impede growth.

Our solutions also provide new ways for employers to connect with their employees in order to enhance their relationships with their talent.

Asure’s HCM suite (“Asure HCM”) includes Payroll & Tax solutions, HR compliance and services, Time & Attendance software and data integrations that enable employers and their employees to enhance efficiencies and take advantage of value-added solutions, which we refer to as AsureMarketplace™.

Asure’s HCM suite (“Asure HCM”) includes Payroll & Tax solutions, Recruiting, HR compliance and services, Time & Attendance software, and data integrations that enable employers and their employees to enhance efficiencies and take advantage of value-added solutions, which we refer to as AsureMarketplace™.

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.

1 unchanged sentence

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

We strive to be the most trusted HCM resource to SMBs.

We target less densely populated U.S.

metropolitan cities where fewer of our competitors have a presence.

We strive to be the most trusted HCM resource to small, medium-sized (“SMBs”) and enterprise-level businesses.

We target SMBs through less densely populated U.S.

metropolitan cities where fewer of our competitors have a presence and have begun expansion of certain product lines to enterprise-level businesses.

Our solutions solve three primary challenges that prevent businesses from growing:

2 unchanged sentences

O ur solutions reduce the administrative burden on employers and increase employee productivity while managing the employment lifecycle.

The Asure HCM suite includes five product lines:

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, Ohio, Tennessee, and Vermont.

The Asure HCM suite includes six product lines:

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

We develop, market, sell and support our offerings nationwide through our principal office in Austin, Texas and from our other office locations in Alabama, California, Florida, New Jersey, New York, Ohio, South Dakota, 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.

1 unchanged sentence

GAAP”) for complete financial statements.

In the opinion of management, these interim financial statements contain all adjustments, consisting of normal, recurring adjustments, necessary for a fair presentation of our financial position as of June 30, 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.

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

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

11 unchanged sentences

CASH AND CASH EQUIVALENTS

We consider all highly liquid investments with an original maturity of 90 days or less at the time of purchase to be cash equivalents.

We consider all highly liquid investments with maturities of 90 days or less to be cash equivalents.

Cash equivalents include investments in an institutional money market fund, which invests in U.S.

13 unchanged sentences

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 ending December 31, 2024.

ACCUMULATED OTHER COMPREHENSIVE LOSS

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.

ACCUMULATED OTHER COMPREHENSIVE INCOME & LOSS

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

NOTE 3 - BUSINESS COMBINATIONS AND ASSET ACQUISITIONS

Business Combinations

Effective July 11, 2024, we purchased substantially all the assets of an applicant tracking technology company based out of South Dakota for an innovative hiring solution designed to streamline the recruitment process for small and mid-sized businesses.

This strategic acquisition reinforces Asure’s commitment to delivering comprehensive, user-friendly tools that simplify people management.

The aggregate purchase price paid for the business was $ 15,162 , consisting of $ 7,900 paid in cash on hand, $ 3,000 in the form of a promissory note ($ 1,716 net of discount), and 525 shares of Asure common stock, which had a fair value of $ 4,262 on the day of acquisition.

As of September 30, 2024, the promissory note had an outstanding principal balance of $ 3,000 and matures on July 1, 2029.

The purchase consideration was allocated among the acquired assets, which consist of a customer relationships intangible asset with fair value of $ 2,700 , and a developed technology intangible asset with a fair value of $ 3,200 .

Additionally, we assumed $ 237 of deferred revenue and $ 498 of other accrued liabilities as part of the transaction.

The intangible assets are being amortized on a straight-line basis over eight and five years , respectively.

The remaining $ 8,713 of excess purchase consideration was allocated to goodwill, which is expected to be fully deductible for tax purposes.

This represents the knowledge and experience of the employees retained as part of the transaction as well as the synergies and economies of scale expected from expanding the Midwest operating region to a national scale.

The operations included in the Company’s financial statements for the three and nine month periods ended September 30, 2024, and pro forma revenue and earnings amounts on a combined basis as if this acquisition had been completed on January 1, 2023, are immaterial to the consolidated financial statements of the Company and have been excluded.

Asset Acquisitions

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

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

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

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

Asset Acquisitions

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

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

As of September 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

11 unchanged sentences

Total Carrying Value Level 1 Level 2 Level 3

June 30, 2024

September 30, 2024

Funds held for clients

8 unchanged sentences

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):

June 30, 2024

September 30, 2024

Cash equivalents $ 4,262 $ 1 $ ( 8 ) $ 4,255

16 unchanged sentences

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

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 September 30, 2024 and December 31, 2023, there were 82 and 54 securities, respectively, in an unrealized gain position and there were 80 and 113 securities in an unrealized loss position, respectively.

As of September 30, 2024, these unrealized losses were less than $ 35 individually and $ 576 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 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.

(2) At September 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):

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Cash and cash equivalents held to satisfy client funds obligations $ 121,480 $ 147,305

3 unchanged sentences

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

June 30, 2024

September 30, 2024

One year or less $ 10,654

2 unchanged sentences

NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS

December 31, 2023 Acquisitions June 30, 2024

December 31, 2023 Acquisitions September 30, 2024

Goodwill $ 86,011 $ 8,713 $ 94,724

2 unchanged sentences

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

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

As of September 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 September 30, 2024

Customer relationships $ 127,843 $ 20,087 $ 147,930

7 unchanged sentences

Amortization Net

June 30, 2024

September 30, 2024

Customer relationships 8.6 $ 147,930 $ ( 78,805 ) $ 69,125

10 unchanged sentences

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 $ 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.

Amortization expenses recorded in operating expenses were $ 11,790 and $ 9,929 for the nine months ended September 30, 2024 and 2023, respectively.

Amortization expenses recorded in cost of sales were $ 150 and $ 368 for the nine months ended September 30, 2024 and 2023, respectively.

There was no impairment of intangibles during the nine months ended September 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):

June 30, 2024

September 30, 2024

Thereafter 8,608

1 unchanged sentence

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

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

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

Notes Payable – Acquisitions (1)

5 unchanged sentences

Gross Notes Payable Unamortized Debt Discount Net Notes Payable

June 30, 2024

September 30, 2024

Current portion of notes payable $ 378 $ ( 378 ) $ —

6 unchanged sentences

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

June 30, 2024

September 30, 2024

Total $ 9,943

Notes Payable - Acquisitions

In July 2024, we purchased substantially all of the assets of an applicant tracking technology company based out of South Dakota.

In connection with the business combination, we delivered a promissory note to the seller.

As of September 30, 2024, the promissory note had an outstanding principal balance of $ 3,000 and matures on July 1, 2029.

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 connection with the acquisition, we delivered a promissory note to the seller.

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

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

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

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

As of September 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 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.

As of September 30, 2024, the promissory note had an outstanding principal balance of $ 3,780 .

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

Senior Credit Facility with Structural Capital Investments III, LP

2 unchanged sentences

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

As of September 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 $ 5,469 , w ere $ 16,273 at June 30, 2024.

Receivables from contracts with customers, net of allowance for credit losses of $ 6,150 , w ere $ 17,233 at September 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 $ 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 .

We had a provision for expected losses of $ 111 , write-offs charged against the allowance for credit losses of $ 16 , and recoveries on previously written off receivables of $ 1,267 during the nine months ended September 30, 2024.

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

Deferred Commissions

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 commission costs from contracts with customers w ere $ 11,958 and $ 10,302 at September 30, 2024 and December 31, 2023 , respectively.

The amount of amortization recognized for the three and nine months ended September 30, 2024 was $ 689 and $ 1,548 , respectively, and for the three and nine months ended September 30, 2023 was $ 1,029 and $ 2,176 , respectively.

Deferred Revenue

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.

During the three and nine months ended September 30, 2024, revenue of $ 286 and $ 6,409 , respectively, and during the three and nine months ended September 30, 2023, revenue of $ 924 and $ 6,650 , respectively, was recognized from the deferred revenue balance at the beginning of each period.

Transaction Price Allocated to the Remaining Performance Obligations

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

As of September 30, 2024, approximately $ 67,318 of revenue is expected to be recognized from remaining performance obligations.

We expect to recognize revenue on approximately 34 % 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 June 30, 2024.

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.

During the nine months ended September 30, 2024, various multi-year license arrangement was finalized primarily driving the increase in our deferred revenue balances as of September 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 34 % as of September 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.

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

NOTE 8 - LEASES

7 unchanged sentences

The components of the rent expense are as follows for the periods presented below (in thousands):

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

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

3 unchanged sentences

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 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.

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

The weighted average remaining lease term is four years and five years as of September 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):

Six Months Ended June 30,

Nine Months Ended September 30,

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

Operating cash outflows from operating leases $ 1,560 $ 1,998

Non-cash operating activities:

Operating lease assets obtained or removed in exchange for new, modified or terminated operating lease liabilities $ 419 $ ( 473 )

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):

June 30, 2024

September 30, 2024

Thereafter 235

7 unchanged sentences

The number of shares reserved for issuance under the 2018 Plan is 4,748 shares.

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 .

We have an aggregate of 2,525 options, restricted stock units (“RSUs”) and performance stock units (“PSUs”) granted and outstanding pursuant to the 2018 Plan as of September 30, 2024.

As of September 30, 2024, the number of shares available for future grant under the 2018 Plan is 972 .

Share based compensation for our stock option plans for the three and nine months ended September 30, 2024 was $ 1,591 and $ 4,981 , respectively, and for the three and nine months ended September 30, 2023 was $ 1,251 and $ 4,170 , 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,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

13 unchanged sentences

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 June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

6 unchanged sentences

NOTE 11 - SUBSEQUENT EVENTS

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.

On October 31, 2024, the Company entered into a Sales Agreement (the “Sales Agreement”) with Roth Capital Partners, LLC ("Roth”).

The Sales Agreement provides for the offer and sale of up to $ 25,000 of the Company’s newly issued Common Stock, par value $ 0.01 per share (the “Common Stock”), from time to time through an “at the market offering” program.

The Company will specify the parameters for the sale of the shares of Common Stock, including the number of shares to be issued, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one trading day and any minimum price below which sales may not be made.

The Company may offer and sell up to $ 25,000 of shares of Common Stock pursuant to the Sales Agreement.

Actual sales of Common Stock under the Sales Agreement will depend on a variety of factors including, among other things, market conditions, the trading price of the Common Stock and potential funding needs.

As a result, the full amount of capital may not be fully realized.

The Company intends to use the net proceeds from these at-market offerings, if any, for general corporate purposes.

The Company's general corporate purposes include, but are not limited to, repayment or refinancing of debt, capital expenditures, funding possible acquisitions, working capital and satisfaction of other obligations.

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