What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-03-06 compared with 2024-02-26 · 192 added, 183 removed, 630 unchanged (37% of the section changed)

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We have audited the accompanying consolidated balance sheets of Asure Software, Inc.

(the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of comprehensive loss, changes in stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

(the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of comprehensive loss , stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, based on our audits, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2024, based on the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013 and our report dated March 6, 2025 , expressed an adverse opinion on the effectiveness of the Company’s internal control over financial reporting because of the existence of a material weakness.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company's financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit s .

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

We conducted our audit s in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit s to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

Our audit s also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

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Los Angeles, California

February 26, 2024

March 6, 2025

ASURE SOFTWARE, INC.

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Current assets:

Cash, cash equivalents, and restricted cash $ 30,317 $ 17,010

Cash and cash equivalents $ 21,425 $ 30,317

Accounts receivable, net of allowance for credit losses of $ 6,328 and $ 4,787 at December 31, 2024, and December 31, 2023, respectively

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Other accrued liabilities 6,600 3,862

Contingent purchase consideration — 2,955

Deferred revenue 8,363 6,853

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Total liabilities 239,323 252,213

Commitments and contingencies - Note 8

Stockholders’ equity:

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26,671 and 25,382 shares issued, 26,671 and 24,998 shares outstanding at December 31, 2024, and December 31, 2023, respectively

Treasury stock at cost, 384 shares at December 31, 2023 and December 31, 2022

( 5,017 ) ( 5,017 )

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

Additional paid-in capital 504,849 487,973

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Total liabilities and stockholders’ equity $ 436,638 $ 443,868

(1) The aggregate Treasury stock of prior repurchases of our own common stock was retired and subsequently issued effective January 1, 2024.

See the Consolidated

Statement of Changes in Stockholders’ Equity for the impact of this transaction.

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

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Loss from operations ( 10,737 ) ( 2,999 )

Interest expense, net ( 4,297 ) ( 4,438 )

Interest income 913 1,342

Interest expense ( 1,024 ) ( 5,639 )

Loss on extinguishment of debt — ( 1,517 )

Other (expense) income, net ( 292 ) 1,391

Other income (expense), net 8 ( 292 )

Loss from operations before income taxes ( 10,840 ) ( 9,105 )

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Net loss ( 11,773 ) ( 9,214 )

Other comprehensive income (loss):

Unrealized income (loss) on marketable securities 1,368 ( 2,384 )

Other comprehensive income:

Unrealized gain on marketable securities 540 1,368

Comprehensive loss $ ( 11,233 ) $ ( 7,846 )

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(in thousands)

Common Stock Outstanding Common Stock Amount Treasury Stock Additional Paid-in Capital Accumulated Deficit Other Comprehensive (Loss) Income Total Stockholders’ Equity

Common Stock Outstanding Common Stock Amount Treasury Stock Additional Paid-in Capital Accumulated Deficit Other Comprehensive Loss Total Stockholders’ Equity

Balance at December 31, 2022 20,244 $ 206 $ ( 5,017 ) $ 433,586 $ ( 281,226 ) $ ( 2,483 ) $ 145,066

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Stock issued, ESPP 103 1 — 539 — — 540

Shares issued, net of issuance costs 4,047 41 — 45,404 — — 45,445

Share based compensation — — — 5,430 — — 5,430

Net loss — — — — ( 9,214 ) — ( 9,214 )

Other comprehensive loss — — — — — ( 2,384 ) ( 2,384 )

Other comprehensive income — — — — — 1,368 1,368

Balance at December 31, 2023 24,998 $ 254 $ ( 5,017 ) $ 487,973 $ ( 290,440 ) $ ( 1,115 ) $ 191,655

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Stock issued, ESPP 116 1 — 675 — — 676

Shares issued, net of issuance costs 4,047 41 — 45,404 — — 45,445

Stock issued for acquisitions 1,025 10 — 9,069 — — 9,079

Share based compensation — — — 6,444 — 6,444

Retirement and reissuance of treasury shares — ( 4 ) 5,017 — ( 5,013 ) — —

Net loss — — — — ( 11,773 ) — ( 11,773 )

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Provision for expected losses 46 2,047

Provision for (recovery of) deferred income taxes 225 ( 92 )

Provision for deferred income taxes 884 225

Loss on extinguishment of debt — 990

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Change in fair value of contingent purchase consideration — 175

Adjustment to intangibles — 18

Changes in operating assets and liabilities:

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Cash flows from financing activities:

Proceeds from notes payable, net of issuance costs 4,995 —

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

Debt extinguishment costs — ( 250 )

Payments of contingent purchase consideration — ( 130 )

Net proceeds from issuance of common stock 1,370 46,800

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Reconciliation of cash, cash equivalents, restricted cash, and restricted cash equivalents to the Consolidated Balance Sheets

Cash and cash equivalents and restricted cash $ 30,317 $ 17,010

Cash and cash equivalents $ 21,425 $ 30,317

Restricted cash and restricted cash equivalents included in funds held for clients 124,287 147,305

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Notes payable issued for acquisitions $ 3,107 $ 1,209

Shares issued to settle contingent consideration $ 2,543 $ —

Shares issued for acquisitions $ 9,125 $ 2,543

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

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Asure Software, Inc.

(“Asure”, “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.

Our solutions also provide new ways for employers to connect with and to differentiate themselves 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”, 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”) to businesses of all sizes.

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 businesses 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, Recruiting, HR compliance and services, Time & Attendance software, Insurance and Benefits Administration, 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.

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.

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.

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

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Our 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, Tennessee, and Vermont.

The Asure HCM suite includes seven product lines:

Asure Payroll & Tax, Asure Tax Management Solutions, AsureRecruiting™, Asure HR Compliance, Asure Time & Attendance, Asure Insurance and Benefits Administration, 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, North Carolina, Ohio, South Dakota, Tennessee, and Vermont.

PRINCIPLES OF CONSOLIDATION

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We have eliminated all intercompany transactions and balances in consolidation.

The chief operating decision maker is Asure’s Chief Executive Officer who reviews financial information presented on a company-wide basis.

Accordingly, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 280, we determined that the Company has a single reporting segment and operating unit structure.

REPORTABLE SEGMENTS

Our chief operating decision maker is our Chairman and Chief Executive Officer, Patrick Goepel, who reviews financial information presented on a company-wide basis.

Thus, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 280, we determined that we have a single reportable segment that primarily derives its revenue in the United States by providing payroll services to customers.

USE OF ESTIMATES

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These estimates are subjective in nature and involve judgments.

The more significant estimates made by management include the valuation allowance for the gross deferred tax assets, the determination of the fair value of its long-lived assets, and the fair value of assets acquired and liabilities assumed during acquisitions.

The more significant estimates made by management include the useful lives of customer-related long-lived assets and the fair value of assets acquired and liabilities assumed during business acquisitions.

We base our estimates on historical experience and on various other assumptions management believes reasonable under the given circumstances.

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CONTINGENCIES

Although we have been, and in the future may be, the defendant or plaintiff in various actions arising in the normal course of business, as of December 31, 2023, we were not party to any material legal proceedings.

Although we have been, are, and in the future may be, the defendant or plaintiff in various actions arising in the normal course of business, as of December 31, 2024, we were not currently a party to any material legal proceedings.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

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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.

In June 2016, the FASB issued ASU No.

2016-13, Financial Instruments — Credit Losses (Topic 326), which establishes a new approach to estimate credit losses on certain financial instruments.

The update requires financial assets measured at amortized cost to be presented at the net amount expected to be collected.

The amended guidance will also update the impairment model for available-for-sale debt securities, requiring entities to determine whether all or a portion of the unrealized loss on such securities is a credit loss.

The standard became effective for interim and annual periods beginning after December 15, 2022.

Effective January 1, 2023, we adopted the provisions of ASU No.

2016-13 and determined that adoption did not have a material impact on our Consolidated Financial Statements.

We adopted this standard for the annual period ending December 31, 2024, and for interim periods thereafter.

This guidance did not have an impact on our financial position, results of operations, or cash flows, although it did result in expanded reportable disclosures.

See Note 12 — Segment Information in the accompanying notes to the consolidated financial statements for further detail.

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH

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.

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FUNDS HELD FOR CLIENTS

Funds held for clients represent assets that are held for the purposes of satisfying the obligations to remit funds relating to our payroll and payroll tax filing services and are classified as client fund obligations on our Consolidated Balance Sheets.

Funds held for clients represent assets that are held for the purpose of satisfying the obligations to remit funds relating to our payroll and payroll tax filing services and are classified as client fund obligations on our Consolidated Balance Sheets.

Funds held for clients are held in demand deposit or brokerage accounts at financial institutions and are classified as a current asset on our Consolidated Balance Sheets.

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We monitor the viability of the banking institutions carrying our assets on a regular basis and have the ability to transfer cash to various institutions during times of risk.

We have not experienced any losses related to these cash balances, and believes our credit risk to be minimal.

We have not experienced any losses related to these cash balances and believe our credit risk to be minimal.

ACCOUNTS RECEIVABLE, NET

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We follow our credit policy consistently and routinely monitor our delinquent accounts for indications of collectability.

We maintain an allowance for credit losses, which was previously referred to as “allowance for doubtful accounts” prior to the adoption of ASU No.

2016-13, at an amount we estimate to be sufficient to provide adequate protection against credit losses resulting from extending credit to our customers.

We maintain an allowance for credit losses at an amount we estimate to be sufficient to provide adequate protection against credit losses resulting from extending credit to our customers.

We base this allowance and our expected credit loss estimates, in the aggregate, on historical collection experience, age of receivables, general economic conditions and reasonable and supportable forecasts concerning the future.

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REVENUE RECOGNITION

Our revenue primarily consists of software-as-a-service (“SaaS”) offerings and income from investments made from funds held for clients.

Collectively, the SaaS offerings are referred to as “Asure HCM”, consisting of 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.

We also provide support for processing and filing Employee Retention Tax credits as part of our Tax solutions.

Our revenue primarily consists of SaaS offerings and income from investments made from funds held for clients.

Collectively, the SaaS offerings are referred to as “Asure HCM”, consisting of Payroll & Tax solutions, Recruiting, HR compliance and services, Time & Attendance software, Insurance and Benefits Administration, and data integrations that enable employers and their employees to enhance efficiencies and take advantage of value-added solutions.

We also provide support for processing and filing Employee Retention Tax credits and other professional services as part of our Tax solutions.

Furthermore, our Time & Attendance software can be provided in the form of a software subscription license arrangement, that typically includes hardware, maintenance/support, and professional services.

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We determine standalone selling prices based on the amount that we believe the market is willing to pay determined through historical analysis of sales data as well as through use of the residual approach when we can estimate the standalone selling price for one or more, but not all, of the promised goods or services.

The terms of our contracts with customers range from month-to-month for some Asure HCM direct clients to longer terms ranging from one to three years, most of which are renewable for successive terms.

The terms of our contracts with customers range from month-to-month for some Asure HCM direct clients to longer terms ranging from one to five years , most of which are renewable for successive terms.

A typical SaaS/software subscription arrangement will also include hardware, setup and implementation services.

Revenue allocated to the SaaS/software subscription performance obligations are recognized on an output basis ratably as the service is provided over the non-cancellable term of the SaaS/subscription service and are reported as Recurring revenue on the Consolidated Statement of Comprehensive Loss.

Revenue allocated to other performance obligations included in the arrangement is recognized as outlined in the paragraphs below.

Revenue allocated to the SaaS/software subscription performance obligations are typically considered a series of distinct services and therefore recognized over time using an output-based ratable recognition method as the clients simultaneously consume the benefit of our services as they are performed.

The revenue from these services is reported as Recurring revenue on the Consolidated Statement of Comprehensive Loss.

In certain circumstances, payments related to our SaaS/software subscription performance obligations can be up-front or in arrears for the period during which the revenue is recognized and would create a contract liability or contract asset balance, respectively.

Revenue allocated to other performance obligations included in the arrangement and further details on our associated contract balances are measured and recognized as outlined below.

Processing and filing support services for Employee Retention Tax credits are recognized at the time the applicable tax form is completed.

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The term between invoicing and when payment is due is not significant and as such our contracts do not include a significant financing component.

The transaction prices of our contracts do not include consideration amounts that are variable and do not include noncash consideration.

Deferred revenue includes amounts invoiced to customers in excess of revenue we recognize, and is comprised of deferred SaaS/software, HaaS, Maintenance and support, and Professional services revenue.

We recognize deferred revenue when we complete the service and over the terms of the arrangements, primarily ranging from one to three years.

The transaction prices of our contracts primarily do not include consideration amounts that are variable and do not include noncash consideration.

In the event that variable consideration exists, management estimates the amount of variable consideration to the extent to prevent a material reversal of revenue in a future period.

Contract assets include both costs to obtain and fulfill contracts with customers.

Costs to obtain a contract primarily result from commissions directly related to the acquisition of a new contract when it is expected that the future economic benefit of that contract will last longer than one year.

Costs to obtain a contract are recognized as an expense on a straight-line basis over the expected customer relationships period.

Costs to fulfill are costs that are specifically identifiable to a contract, create or enhance the resources we will use to satisfy our existing performance obligations and are expected to be recovered.

Costs incurred to develop and/or implement customers onto our solutions primarily relate to compensation and compensation-related costs and are recognized as an expense on a straight-line basis over the expected customer relationship period.

We have estimated the expected customer relationship period to be eight years .

We use historical client retention statistics to derive the period over which we transfer our services to the customer.

Contract liabilities, or deferred revenue, includes amounts invoiced to customers in excess of revenue we recognize, and is comprised of deferred SaaS/software, HaaS, Maintenance and support, and Professional services revenue.

We recognize deferred revenue when we complete the service and over the terms of the arrangements, primarily ranging from one to five years or over the term of the arrangement using the same output-based revenue recognition method associated with the applicable performance obligation of the contract.

ADVERTISING COSTS

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We primarily consider historical experience when estimating expected forfeitures.

NOTE 2 - BUSINESS COMBINATIONS

Effective October 1, 2023, we acquired certain assets of a 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 acquired customer relationships are recorded as an intangible asset and are being amortized on a straight-line basis over six years.

Effective January 1, 2022, we acquired customer relationships of a payroll business for a cash payment of $ 1,970 , which included $ 31 of transaction costs, and the delivery of a promissory note in the amount of $ 411 .

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

In May 2023, we paid the remaining balance of $ 422 on the promissory note, consisting of $ 411 in principal and $ 11 in accrued interest.

As of December 31, 2023, there are no further amounts due or owing under the subordinated promissory note.

2021 and 2020

In September 2021, we acquired certain assets of two payroll businesses, which were used to provide payroll processing services.

In connection with these acquisitions there were two outstanding promissory notes payable.

In September 2023, we paid the remaining balance of $ 2,312 on one of the promissory notes, consisting of $ 2,223 in principal and $ 89 in accrued interest.

The second promissory note also includes contingent consideration for which we calculated the final value to be $ 587 .

NOTE 2 - 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 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 December 31, 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 generally expected to be 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 our financial statements for the year ended December 31, 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 and have been excluded.

Asset Acquisitions

During the year ended December 31, 2024, we completed eleven customer relationship asset acquisitions.

The total purchase price of these acquisitions was $ 14,049 , which consisted of $ 5,842 of cash paid during the year ended December 31, 2024, $ 1,958 of cash to be paid over the next 12 months, the delivery of promissory notes in the amount of $ 1,386 , net of discounts, and the delivery of 500 shares of Asure common stock, which had an aggregate fair value of $ 4,863 at the acquisition dates.

The purchase price for certain acquisitions is subject to adjustments for contingent events to be resolved primarily over the next one to three years , including revenue generated from the acquired assets.

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

As of December 31, 2024, the outstanding principal balance of the promissory notes for these acquisitions was $ 1,663 .

During the year ended December 31, 2023, we completed four customer relationship asset acquisitions.

The total purchase price of these acquisitions was $ 9,705 , which consisted of $ 7,887 of cash paid during the year ended December 31, 2023, $ 609 of cash paid during the year ended December 31, 2024, and the delivery of a promissory note in the amount of $ 1,209 , net of discounts.

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

As of December 31, 2024, the outstanding principal balance of the promissory note for these acquisitions was $ 1,500 .

In September 2021, we acquired certain assets of a payroll business, which were used to provide payroll processing services.

In connection with the acquisition, there was an outstanding promissory note payable.

The promissory note also includes contingent consideration for which we calculated the final value to be $ 587 .

The contingent consideration was added as an increase to the principal balance due on the promissory note during the second quarter of 2023.

As of December 31, 2023, the second promissory note had an outstanding balance of $ 4,200 and matures on September 30, 2026.

In July 2020, we acquired certain assets of a payroll tax business.

The Asset Purchase Agreement set forth two subsequent purchase consideration payments, which were contingent on certain thresholds.

The first contingent purchase consideration of $ 1,975 , was offset by certain net amounts owed to us by the seller primarily related to transition services in the amount of $ 191 , and was paid in June 2021 for a total payment of $ 1,784 .

The outstanding contingent purchase consideration of $ 2,299 was valued based on the trailing twelve-month revenue at October 31, 2021 and was paid in shares of our common stock in July 2023.

As a result, the outstanding contingent consideration of $ 2,299 was extinguished with the issuance of 214 shares of Asure common stock.

As of December 31, 2023, no further contingent purchase obligation remains.

As of December 31, 2024, the promissory note had an outstanding balance of $ 3,780 and matures on September 30, 2026.

NOTE 3 - INVESTMENTS AND FAIR VALUE MEASUREMENTS

Accounting Standards Codification (ASC) 820 “Fair Value Measurement” (ASC 820) defines fair value, establishes a framework for measuring fair value under U.S.

ASC 820 “Fair Value Measurement” (ASC 820) defines fair value, establishes a framework for measuring fair value under U.S.

GAAP and enhances disclosures about fair value measurements.

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December 31, 2023

Cash equivalents

Money market funds $ — $ — $ — $ —

Funds held for clients

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Total $ 75,201 $ 3,431 $ 71,770 $ —

Contingent purchase consideration (1)

$ 2,954 $ — $ — $ 2,954

Total $ 2,954 $ — $ — $ 2,954

(1) See Note 2 — Business Combinations for further discussion regarding the contingent purchase consideration.

The contractual obligations and earn out provision are accounted for as a contingent liability and fair value is determined using Level 3 inputs, as estimating the fair value of these contingent liabilities require the use of significant and subjective inputs that may and are likely to change over the duration of the liabilities.

The following table discloses the change in the gross contingent purchase consideration on our Consolidated Balance Sheets as of December 31, 2023 (in thousands):

December 31, 2022 $ 2,954

Contingent purchase consideration paid ( 3,129 )

Change in fair value of contingent liability 175

December 31, 2023 $ —

Restricted cash equivalents and investments classified as available-for-sale within funds held for clients consisted of the following (in thousands):

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We invest in high quality securities with roughly 64 % of our portfolio made up of A ratings and above with unrealized losses primarily attributable to macroeconomic factors rather than credit related.

These securities have not been in a continuous unrealized gain or loss position for more than 12 months.

We have no material individual securities that have been in a continuous unrealized loss position greater than twelve months.

We do not intend to sell these investments, and we do not expect to sell these investments before recovery of their amortized cost basis, which may be at maturity.

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(2) At December 31, 2024, and December 31, 2023, none of these securities were classified as cash and cash equivalents on the accompanying Consolidated Balance Sheets.

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

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

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

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Furniture and equipment 2 to 5

$ 8,273 $ 7,950

Software development costs 3 31,305 25,242

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

We believe significant synergies are expected to arise from our strategic acquisitions and their assembled workforces.

We believe significant synergies are expected to arise from our strategic acquisitions and their assembled work forces.

This factor contributed to a purchase price that was in excess of the fair value of the net assets acquired and, as a result, we recorded goodwill for each acquisition.

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NOTE 6 - NOTES PAYABLE

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

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

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

Subordinated Notes Payable – Acquisitions (1)

Notes Payable – Acquisitions (1)

10/01/25 - 07/01/29 2.00 % - 5.00 %

$ 9,943 $ 5,700

Senior Credit Facility 10/1/2025 14.25 % — 30,607

Notes Payable – Other 11/01/25 10.00 % 5,000 —

Total Notes Payable $ 14,943 $ 5,700

(1) See Note 2 — Business Combinations for further discussion regarding the notes payable related to acquisitions.

(1) See Note 2 — Business Combinations and Asset Acquisitions 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):

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Total $ 14,943

Subordinated Notes Payable - Acquisitions

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 December 31, 2023, there are no further amounts due or owing under this subordinated promissory note.

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 December 31, 2023, the promissory note had an outstanding balance of $ 4,200 .

In May 2023, we paid the outstanding balance of a subordinated note payable in connection with the acquisition of customer relationships of a payroll business that took place in 2022.

As a result, we paid the remaining balance of $ 422 on the promissory note consisting of $ 411 in principal and $ 11 in accrued interest.

As of December 31, 2023, there are no further amounts due or owing under the subordinated note payable.

In September 2023, we paid the outstanding balance of a subordinated note payable in connection with the acquisition of certain assets of a payroll business that took place in 2021.

As a result, we paid the remaining balance of $ 2,312 on the promissory note consisting of $ 2,223 in principal and $ 89 in accrued interest.

As of December 31, 2023, there are no further amounts due or owing under the subordinated note payable.

See Note 2 — Business Combinations for further discussion regarding the issuance of subordinated notes payable related to acquisitions.

Notes Payable - Acquisitions

As of December 31, 2024, we have five promissory notes related to acquisitions that occurred during 2024 and prior years with a combined outstanding principal balance of $ 9,943 and maturity dates ranging from October 1, 2025 to July 1, 2029.

See Note 2 — Business Combinations and Asset Acquisitions for further discussion regarding the issuance of notes payable related to acquisitions.

Notes Payable - Other

In November 2024, we delivered a promissory note to an unrelated third party in exchange for cash.

As of December 31, 2024, the promissory note had an outstanding principal balance of $ 5,000 and matures on November 1, 2025.

Senior Credit Facility with Structural Capital Investments III, LP

On September 10, 2021, we entered into a Loan and Security Agreement (the “Loan Agreement”) with Structural Capital Investments III, LP (“Structural” and together with the other lenders that are or become parties thereto, the “Lenders”), and Ocean II PLO LLC, as administrative and collateral agent for the Lender (“Agent”), under the terms of which the Lenders committed to lend us up to $ 50,000 in term loan financing to support our growth needs (the “Facility”).

Of the amount committed by the Lenders, we drew $ 30,000 in September 2021.

We also entered into a secured promissory note with the Agent evidencing our obligations under the Facility.

On August 7, 2023, we entered into an amendment to the Facility, 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.

The Final Payment Fee was originally equal to 1.0 % of the increase in our market capitalization since September 10, 2021, and was due upon payment in full of the obligations under the Senior Credit Facility.

We also paid the Lenders a fee equal to $ 250 to be credited against any reimbursable expenses owed to the Lenders in a future refinancing of the Facility if it occurs prior to December 31, 2024.

On September 12, 2023, we terminated the Loan Agreement and repaid the outstanding balance on the secured promissory note (the “Note”).

On September 12, 2023, we terminated the Loan and Security Agreement (the “Loan Agreement”), among the Company, Structural Capital Investments III, LP (“Structural” and together with the other lenders that were parties thereto, the “Lenders”), and Ocean II PLO LLC, as administrative and collateral agent for the Lender and repaid the outstanding balance on the secured promissory note issued under the Loan Agreement (the “Note”).

In connection with the termination, we paid the Agent for the benefit of the Lenders an aggregate amount of $ 30,927 (the “Payoff Amount”) in full payment of our outstanding obligations under the Loan Agreement.

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

NOTE 7 - LEASES

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.

We also paid the Lenders a breakup fee equal to $ 250 .

NOTE 7 - CONTRACTS WITH CUSTOMERS AND REVENUE CONCENTRATION

Receivables from contracts with customers, net of allowance for credit losses of $ 6,328 , were $ 18,154 at December 31, 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 $ 68 , and recoveries on previously written off receivables of $ 1,563 during the year ended December 31, 2024.

We had a provision for expected losses of $ 2,047 , write-offs charged against the allowance for credit losses of $ 735 , and recoveries on previously written off receivables of $ 227 during the year ended December 31, 2023.

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

Contract Assets

Costs to Fulfill Contracts

Contract assets from contracts with customers were $ 1,712 at December 31, 2024, with no balance at December 31, 2023.

The establishment of contract assets during the year ended December 31, 2024, is due to new multi-year arrangements that began in 2024.

Costs to Obtain Contracts

Deferred commission costs from contracts with customers were $ 12,351 and $ 10,302 at December 31, 2024, and December 31, 2023, respectively.

The amount of amortization recognized for the years ended December 31, 2024, and December 31, 2023, was $ 2,568 and $ 2,803 , respectively.

Deferred Revenue

During the years ended December 31, 2024 and 2023 , revenue of $ 6,626 and $ 7,488 , respectively, was recognized from the deferred revenue balance at the beginning of each period.

Transaction Price Allocated to the Remaining Performance Obligations

As of December 31, 2024, approximately $ 79,095 of revenue is expected to be recognized from remaining performance obligations.

We expect to recognize revenue on approximately 32 % of these remaining performance obligations over the next 12 months, with the balance recognized thereafter.

During the year ended December 31, 2024, various multi-year arrangements were finalized primarily driving the increase in our deferred revenue balances as of December 31, 2024, 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 32 % as of December 31, 2024.

Revenue Concentration

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

NOTE 8 - COMMITMENTS AND CONTINGENCIES

Lease Commitments

We have entered into office space lease agreements, which qualify as operating leases under ASU No.

2016-02, “Leases (Topic 842)”.

Under such leases, the lessors receive annual minimum (base) rent.

Under such leases, we have commitments to pay annual minimum (base) rent.

The leases have original terms (excluding extension options) ranging from one year to ten years .

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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 % and 8 % as of December 31, 2023 and December 31, 2022, respectively.

The weighted average remaining lease term is five years as of December 31, 2023 and December 31, 2022.

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

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

Supplemental cash flow information related to operating leases for the years ended December 31, 2024 and 2023, are as follows (in thousands):

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Total lease liabilities $ 5,016

NOTE 8 - CONTRACTS WITH CUSTOMERS AND REVENUE CONCENTRATION

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

Receivables from contracts with customers, net of allowance for credit losses of $ 3,248 , were $ 12,123 at December 31, 2022.

We had a provision for expected losses of $ 803 , write-offs charged against the allowance for credit losses of $ 99 , and recoveries on previously written off receivables of $ 334 during the year ended December 31, 2022.

The increase in the receivable balance during 2023 is primarily due to deferred payment terms on many of our Earned Retention Tax Credit (“ERTC”) commitments.

Due to the current political climate related to ERTC, including pending and anticipated changes to ERTC, there is a risk that we may not collect on some of our outstanding ERTC receivables.

No customers represented more than 10% of our net accounts receivable balance as of December 31, 2023 and December 31, 2022 , respectively.

Deferred Commissions

Deferred commission costs from contracts with customers were $ 10,302 and $ 6,660 at December 31, 2023 and December 31, 2022, respectively.

The amount of amortization recognized for the years ended December 31, 2023 and December 31, 2022 was $ 2,803 and $ 1,644 , respectively.

The increase in deferred commission costs during the year ended December 31, 2023 is primarily due to an increased focus on sales of our recurring revenue streams.

Deferred Revenue

During the years ended December 31, 2023 and December 31, 2022, revenue of $ 7,488 and $ 3,415 , respectively, was recognized from the deferred revenue balance at the beginning of each period.

The increase in deferred revenue recognized during the year ended December 31, 2023, is primarily due to increases in prices and customers for year-end related services collected in the fourth quarter of 2022, recognized in 2023, and generating $ 2,553 of the period over period increase.

Secondarily, an increase of $ 1,520 is due to up-front payments collected in 2022 for an AsureMarketplace™ arrangement, recognized in 2023, that was not present during the year ended December 31, 2021.

Transaction Price Allocated to the Remaining Performance Obligations

As of December 31, 2023, approximately $ 19,892 of revenue is expected to be recognized from remaining performance obligations.

We expect to recognize revenue on approximately 87 % of these remaining performance obligations over the next 12 months, with the balance recognized thereafter.

Revenue Concentration

During the years ended December 31, 2023 and 2022, there were no customers that individually represented 10% or more of consolidated revenue.

Contingencies

NOTE 9 - STOCKHOLDERS’ EQUITY, EMPLOYEE BENEFIT PLANS AND SHARE-BASED COMPENSATION

Shelf Registration

In March 2021, 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 other registration statements effective at the time of this filing of our current S-3).

In April 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.

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

As of December 31, 2024, there is $ 150,000 available under the shelf registration statement.

On October 31, 2024, we 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 our newly issued common stock as registered under the April 2024 shelf registration, from time to time through an “at the market offering” program.

We 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.

We 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.

We intend to use the net proceeds from these at-market offerings, if any, for general corporate purposes.

Our 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.

As of December 31, 2024, there are $ 25,000 of shares of common stock available for issuance under this agreement.

On August 16, 2023, we entered into an underwriting agreement (the “Underwriting Agreement”) with Stifel, Nicolaus & Company, Incorporated and Craig-Hallum Capital Group LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to a firm commitment offering of 3,333 newly issued shares of our common stock at a public offering price of $ 12.00 per share (the “2023 Offering”).

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Additionally, on August 30, 2023, the Underwriters exercised their option to purchase an additional 500 shares of our common stock, and we realized net proceeds of $ 5,507 , after deducting underwriting discounts and offering expenses of $ 493 .

Also in March 2021, 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.

Also in April 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.

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Share Repurchase Program

On March 10, 2020, our Board of Directors authorized a stock repurchase plan (the “Stock Repurchase Plan”), under which we may repurchase up to $ 5,000 of our outstanding common stock.

This stock repurchase program is in addition to 364 shares available under our stock repurchase plan existing prior to March 10, 2020.

On December 12, 2023, the Board of Directors amended and restated the Stock Repurchase Plan to authorize us to purchase up to $ 10,000 in shares of our common stock, but no more than $1,500 in shares of our common stock during any calendar quarter.

On December 12, 2023, the Board of Directors amended and restated our prior Stock Repurchase Plan to authorize us to purchase up to $ 10,000 in shares of our common stock, but no more than $ 1,500 in shares of our common stock during any calendar quarter.

Share repurchases must occur during an open trading window under our insider trading policy and the number of shares that we can purchase on any trading day may not exceed 10 % of the trading volume on such trading day.

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Total compensation expense recognized in the Consolidated Statements of Comprehensive Loss for stock based awards was $ 6,444 and $ 5,430 for 2024 and 2023, respectively.

The following table summarizes the weighted average assumptions used to develop their fair value for the years ending December 31:

The following table summarizes the weighted average assumptions used to develop their fair value for the years ended December 31:

Grant date fair value $ — $ 5.30

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Dividend yield — —

(1) No employee stock options granted in 2024.

As of December 31, 2024, we reserved shares of common stock for future issuance under the 2018 Plan as follows (in thousands):

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Outstanding, beginning of year 1,397 $ 7.30

Granted 11 13.12

Exercised ( 104 ) 6.65

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Granted 571 9.19

Released ( 183 ) 6.77

Vested ( 319 ) 10.91

Forfeited ( 17 ) 10.17

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Granted 220 9.04

Performance adjustments ( 47 ) 9.15

Vested ( 109 ) 9.49

Forfeited — —

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Our Board of Directors may amend or terminate the plan at any time.

We made a Safe Harbor non-elective contribution to the plan of $ 1,705 as of December 31, 2023, and a Safe Harbor non-elective contribution to the plan of $ 1,495 as of December 31, 2022.

Defined contribution plan expense was $ 2,061 and $ 1,705 during the years ended December 31, 2024 and 2023, respectively.

Employee Stock Purchase Plan

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Under the ESPP, 875 shares were reserved for issuance of which there remains 409 shares available for future issuance.

NOTE 10 - EMPLOYEE RETENTION TAX CREDIT

In March 2020, the Coronavirus Aid, Relief, and Economic Security Act was signed into law, providing numerous tax provisions and other stimulus measures, including the Employee Retention Tax Credit (“ERTC”):

a refundable tax credit against certain employment taxes.

The Taxpayer Certainty and Disaster Tax Relief Act of 2020 and the American Rescue Plan Act of 2021 extended and expanded the availability of the ERTC.

We qualified for the ERTC in the first three quarters of 2021.

During the quarter ended September 30, 2021, we recorded an aggregate benefit of $ 10,533 in our Consolidated Statements of Comprehensive Loss and as a receivable in other current assets in the Consolidated Balance Sheets to reflect the ERTC payable to us for the first three quarters in 2021.

In 2022, we received cash of $ 3,457 , reflecting a portion of our ERTC.

In January and February 2023,we received the remaining cash balance of $ 7,076 for the ERTC benefit.

NOTE 10 - INCOME TAXES

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Federal $ 532 $ 184

State 41 ( 279 )

Total deferred $ 884 $ 225

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Permanent items and other 76 7

Officer’s compensation limitation 345 56

Stock compensation 109 ( 428 )

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Research and development credit carryforwards 3,500 4,255

Disallowed interest expense carryforwards — 187

Stock compensation 2,135 1,681

Deferred revenue 1 9

Accrued expenses 1,387 1,739

Lease liabilities 1,581 2,163

Acquired intangibles 857 —

Fixed assets 24 —

Capitalized Software 3,254 2,012

Acquired intangibles 2,722 857

Lease liabilities 1,314 1,581

Accrued expenses 2,244 1,387

Deferred revenue 326 1

Gross deferred tax assets 26,467 23,420

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Deferred tax liabilities

Acquired intangibles $ — $ ( 1,257 )

Fixed assets ( 167 ) ( 205 )

Deferred commissions $ ( 3,236 ) $ ( 2,660 )

Right-of-use assets ( 1,288 ) ( 1,837 )

Fixed assets — ( 167 )

Goodwill ( 6,287 ) ( 4,924 )

Right-of-use assets ( 1,059 ) ( 1,288 )

Total deferred tax liabilities $ ( 10,582 ) $ ( 9,039 )

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At December 31, 2024, we had federal net operating loss carryforwards of $ 46,576 and research and development credit carryforwards of $ 3,570 .

We also had state net operating loss carryforwards of $ 20,565 and state tax credit carryforwards of $ 601 .

The net operating lo ss and research and development credit carryforwards will expire in varying amounts from 2025 through 2044, if not utilized.

Approximately $ 19,591 of the net operating loss carryforwards carry forward indefinitely, but can only offset up to 80% of taxable income.

Approximately $ 19,024 of the federal net operating loss carryforwards carry forward indefinitely, but can only offset up to 80 % of taxable income.

As a result of various acquisitions by us in prior years, we may be subject to a substantial annual limitation in the utilization of the net operating losses and credit carryforwards due to the “change in ownership” provisions of Section 382 of the Internal Revenue Code of 1986.

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We use a “more likely than not” criterion for recognizing an asset for unrecognized income tax benefits or a liability for uncertain tax positions.

We have determined we have the following unrecognized assets or liabilities related to uncertain tax positions as of December 31, 2023.

We have determined it has the following unrecognized assets or liabilities related to uncertain tax positions as of December 31, 2024.

We do not anticipate any significant changes in such uncertainties and judgments during the next twelve months.

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Diluted loss per share $ ( 0.45 ) $ ( 0.42 )

NOTE 12 - SEGMENT INFORMATION

We manage our business activities on a consolidated basis and operate as one reportable segment.

Our chief operating decision maker (“CODM”) is its Chairman and Chief Executive Officer, who reviews financial information presented on a consolidated basis.

The CODM uses consolidated net loss, as reported on our Consolidated Statements of Comprehensive Loss, to assess financial performance and allocate resources.

These financial metrics are used by the CODM to make key operating decisions, such as the allocation of budget between cost of sales, sales and marketing, general and administrative, and research and development expenses.

The CODM does not review assets in evaluating the results of the segment, and therefore, such information is not presented.

The operating financial results of our single reportable segment for the years ended December 31, 2024 and 2023, are as follows (in thousands):

Total revenues $ 119,792 $ 119,082

Significant segment expenses

Compensation 83,547 73,095

Non-compensation 30,792 34,668

Deferred software and commission costs ( 12,398 ) ( 10,249 )

Amortization, depreciation, and other noncash expenses 29,522 24,676

Other segment expenses 102 6,106

Total expenses 131,565 128,296

Net loss $ ( 11,773 ) $ ( 9,214 )

See the consolidated financial statements for other financial information regarding our reportable segment.

NOTE 13 - SUBSEQUENT EVENTS

On February 22, 2024 , we closed a strategic acquisition for certain assets of a payroll processing and benefits brokerage servicer based in New Jersey.

The total consideration for the acquisition was $ 6,000 , consisting of $ 500 paid in cash on hand, 450 shares of Asure common stock, having an agreed value of $ 4,500 , and the remaining $ 1,000 in the form of a promissory note with the principal balance due in February 2026.

Subsequent to December 31, 2024, but before the filing of the financial statements, we completed two customer relationship asset acquisitions.

The total purchase price of these acquisitions was $ 7,801 , which consisted of $ 6,501 of cash paid at close, $ 150 of cash to be paid over the next 12 months, and the delivery of promissory notes in the amount of $ 1,150 , net of discounts, with maturity dates ranging from August 19, 2026, to January 1, 2027.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DOCUMENTS

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-K

Item 8. Financial Statements and Supplementary Data