1 unchanged sentence
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Report of Independent Registered Public Accounting Firm (PCAOB ID:
+Added: Report s of Independent Registered Public Accounting Fir ms (PCAOB IDs:
+Added: 199 and 688 )
Consolidated Balance Sheets
4 unchanged sentences
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
−Removed: To the Stockholders and Board of Directors of
−Removed: Asure Software, Inc.
+Added: To the Stockholders and Board of Directors of Asure Software, Inc.
Opinion on the Financial Statements
−Removed: We have audited the accompanying consolidated balance sheets of Asure Software, Inc.
−Removed: (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”).
−Removed: 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.
−Removed: 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.
+Added: We have audited the accompanying consolidated balance sheet of Asure Software, Inc.
+Added: (the “Company”) as of December 31, 2025, the related consolidated statements of comprehensive loss, changes in stockholders’ equity and cash flows for the year ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”).
+Added: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
+Added: 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, 2025, 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 February 26, 2026, expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management.
−Removed: Our responsibility is to express an opinion on the Company’s financial statements based on our audit s .
+Added: Our responsibility is to express an opinion on the Company's financial statements based on our audit.
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.
−Removed: We conducted our audit s in accordance with the standards of the PCAOB.
−Removed: 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.
−Removed: 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.
+Added: We conducted our audit in accordance with the standards of the PCAOB.
+Added: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
+Added: Our audit 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.
−Removed: 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.
−Removed: We believe that our audits provide a reasonable basis for our opinion.
+Added: Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
+Added: We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matters
2 unchanged sentences
We determined that there are no critical audit matters.
+Added: /s/ CBIZ CPAs P.C.
+Added: CBIZ CPAs P.C.
+Added: We have served as the Company’s auditor since 2016 (such date takes into account the acquisition of the attest business of Marcum LLP by CBIZ CPAs P.C.
+Added: effective November 1, 2024).
+Added: Los Angeles, California
+Added: February 26, 2026
+Added: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
+Added: To the Stockholders and Board of Directors of Asure Software, Inc.
+Added: Opinion on the Financial Statements
+Added: We have audited the accompanying consolidated balance sheet of Asure Software, Inc.
+Added: (the “Company”) as of December 31, 2024, the related consolidated statements of comprehensive loss, changes in stockholders’ equity and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”).
+Added: In our opinion, 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 the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
+Added: Basis for Opinion
+Added: These financial statements are the responsibility of the Company's management.
+Added: Our responsibility is to express an opinion on the Company's financial statements based on our audit.
+Added: 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.
+Added: federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
+Added: We conducted our audit in accordance with the standards of the PCAOB.
+Added: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
+Added: Our audit 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.
+Added: Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
+Added: Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
+Added: We believe that our audit provides a reasonable basis for our opinion.
/s/ Marcum LLP
−Removed: We have served as the Company’s auditor since 2016.
+Added: We have served as the Company’s auditor from 2016 to 2025.
Los Angeles, California
24 unchanged sentences
Accrued compensation and benefits 4,723 4,485
−Removed: Operating lease liabilities, current 1,438 1,490
+Added: Lease liabilities, current 1,956 1,438
Other accrued liabilities 6,422 6,600
7 unchanged sentences
Notes payable, net of current portion 63,282 5,709
−Removed: Operating lease liabilities, noncurrent 3,578 4,638
+Added: Lease liabilities, noncurrent 5,221 3,578
Other liabilities 224 358
9 unchanged sentences
28,076 and 26,671 shares issued, 28,076 and 26,671 shares outstanding at December 31, 2025, and December 31, 2024, respectively
−Removed: Treasury stock at cost, zero (1) and 384 shares at December 31, 2024, and December 31, 2023, respectively
+Added: Treasury stock at cost, zero (1) shares at December 31, 2025, and December 31, 2024
Additional paid-in capital 517,432 504,849
Accumulated deficit ( 320,352 ) ( 307,226 )
−Removed: Accumulated other comprehensive loss ( 575 ) ( 1,115 )
+Added: Accumulated other comprehensive income (loss) 435 ( 575 )
Total stockholders’ equity 197,796 197,315
21 unchanged sentences
Interest expense ( 5,056 ) ( 1,024 )
−Removed: Loss on extinguishment of debt — ( 1,517 )
−Removed: Other income (expense), net 8 ( 292 )
+Added: Other income, net 121 8
Loss from operations before income taxes ( 12,474 ) ( 10,840 )
14 unchanged sentences
(in thousands)
−Removed: Common Stock Outstanding Common Stock Amount Treasury Stock Additional Paid-in Capital Accumulated Deficit Other Comprehensive Loss Total Stockholders’ Equity
+Added: Common Stock Outstanding Common Stock Amount Treasury Stock Additional Paid-in Capital Accumulated Deficit Other Comprehensive Income (Loss) Total Stockholders’ Equity
Balance at December 31, 2023 24,998 $ 254 $ ( 5,017 ) $ 487,973 $ ( 290,440 ) $ ( 1,115 ) $ 191,655
1 unchanged sentence
Stock issued, ESPP 116 1 — 675 — — 676
−Removed: Shares issued, net of issuance costs 4,047 41 — 45,404 — — 45,445
+Added: Stock issued for acquisitions 1,025 10 — 9,069 — — 9,079
Share based compensation — — — 6,444 — — 6,444
+Added: Retirement and reissuance of treasury shares — ( 4 ) 5,017 — ( 5,013 ) —
Net loss — — — — ( 11,773 ) — ( 11,773 )
4 unchanged sentences
Stock issued for acquisitions 124 1 — 955 — — 956
+Added: Stock issued for debt payment 338 4 — 2,562 — — 2,566
Share based compensation — — — 7,739 — — 7,739
−Removed: Retirement and reissuance of treasury shares — ( 4 ) 5,017 — ( 5,013 ) — —
Net loss — — — — ( 13,126 ) — ( 13,126 )
19 unchanged sentences
Share-based compensation 7,739 6,444
−Removed: Loss on disposals of long-term assets — 132
−Removed: Change in fair value of contingent purchase consideration — 175
Changes in operating assets and liabilities:
2 unchanged sentences
Prepaid expenses and other assets ( 1,165 ) ( 1,886 )
−Removed: Operating lease right-of-use assets — 546
Accounts payable 335 ( 1,206 )
Accrued expenses and other long-term obligations ( 3,650 ) ( 1,103 )
−Removed: Operating lease liabilities ( 1,555 ) ( 1,118 )
+Added: Lease liabilities ( 1,661 ) ( 1,555 )
Deferred revenue ( 1,749 ) 2,010
1 unchanged sentence
Cash flows from investing activities:
+Added: Business combination consideration, net of cash acquired ( 37,500 ) ( 7,900 )
Acquisition of intangible assets ( 15,666 ) ( 5,356 )
5 unchanged sentences
Cash flows from financing activities:
+Added: Payments of finance lease principal ( 19 ) —
Proceeds from notes payable, net of issuance costs 57,975 4,995
20 unchanged sentences
Cash paid for interest $ 3,294 $ —
−Removed: Cash paid for income taxes $ 18 $ 432
+Added: Cash paid for income taxes, net of refunds $ — $ 18
Non-cash investing and financing activities:
2 unchanged sentences
Shares issued for acquisitions $ 956 $ 9,125
+Added: Shares issued for debt payments $ 2,566 $ —
The accompanying notes are an integral part of these Consolidated Financial Statements.
6 unchanged sentences
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.
−Removed: Our solutions also provide new ways for employers to connect with their employees in order to enhance their relationships with their talent.
−Removed: 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™.
−Removed: 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.
−Removed: Our approach to HR compliance services leverages technology and on-demand content to enhance scalability and efficiency while prioritizing client interactions.
−Removed: We offer our services directly and indirectly through our network of Reseller Partners.
+Added: Our solutions also provide new ways for employers to connect with their employees and strengthen relationships with their talent.
+Added: At the core of our offering is the Asure HCM platform—a SaaS-based system that includes Payroll & Tax filing, HR management tools, Time & Attendance software, Recruiting, and Benefits Administration.
+Added: This platform serves as the foundation for delivering both our core software and a range of complementary, technology-enabled services.
+Added: These include AsureMarketplace™, which automates data exchange between our HCM system and third-party providers to increase efficiency, accuracy, and breadth of services.
+Added: Our HR Compliance services combine expert guidance with scalable digital delivery.
+Added: AsurePay™, our payroll card, which we provide in association with our partners, offers employees fast, secure access to earned wages.
+Added: Additionally, through our licensed brokerage, we offer Insurance Services that help employers manage benefits and reduce administrative costs.
+Added: We deliver our solutions directly and through a national network of Reseller Partners.
We strive to be the most trusted HCM resource.
1 unchanged sentence
HR complexity, allocation of human and financial capital, and the ability to build great teams.
+Added: We sell our solutions through both direct and partner channels.
+Added: We supplement our direct sales efforts with partner programs that afford us access to opportunities in various geographic and industry niches.
+Added: Asure has two types of partners:
+Added: Reseller Partners that white label our products while providing value-added services to their clients (our indirect clients) and Referral Partners that provide us with client leads but do not resell our solutions.
We have and will continue to invest in research and development to expand our solutions.
Our solutions reduce the administrative burden on employers and increase employee productivity while managing the employment lifecycle.
−Removed: The Asure HCM suite includes seven product lines:
−Removed: Asure Payroll & Tax, Asure Tax Management Solutions, AsureRecruiting™, Asure HR Compliance, Asure Time & Attendance, Asure Insurance and Benefits Administration, and AsureMarketplace™.
−Removed: 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.
+Added: The Asure HCM suite includes eight product lines:
+Added: Asure Payroll & Tax, Asure HR Compliance, Asure Time & Attendance, AsureRecruiting™, Asure Insurance and Benefits Administration, AsurePay™, Asure Tax Management Solutions, and AsureMarketplace™ .
+Added: 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, Georgia, New Jersey, New York, North Carolina, Ohio, South Dakota, Tennessee, Texas, Virginia, and Vermont.
PRINCIPLES OF CONSOLIDATION
19 unchanged sentences
The standard becomes effective for public entities for annual periods beginning after December 15, 2024.
−Removed: 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, 2025.
−Removed: In November 2023 , the FASB issued ASU No.
−Removed: 2023-07, Segment Reporting (Topic 280):
−Removed: Improvements to Reportable Segment Disclosures, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses for interim and annual periods.
−Removed: In addition, the standard requires public entities that have a single reportable segment to provide all the disclosures required by the standard and all existing segment disclosures in Topic 280.
−Removed: The standard is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024.
−Removed: We adopted this standard for the annual period ending December 31, 2024, and for interim periods thereafter.
+Added: We adopted this standard prospectively for the annual period ended December 31, 2025.
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.
−Removed: See Note 12 — Segment Information in the accompanying notes to the consolidated financial statements for further detail.
+Added: See Note 10 — Income Taxes in the accompanying notes to the consolidated financial statements for further detail.
+Added: In July 2025, the FASB issued ASU No.
+Added: 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient to assume that, for estimating expected credit losses, current conditions as of the balance sheet date will remain constant through the remaining life of the assets.
+Added: The practical expedient is available to all entities.
+Added: The standard becomes effective for all entities for annual periods beginning after December 15, 2025.
+Added: We are currently evaluating this standard and the potential effects of these changes to our consolidated financial statements.
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
5 unchanged sentences
As of December 31, 2025, we ha d no restricted cash.
+Added: Our inventories consist primarily of finished goods and are stated at the lower of cost or net realizable value with cost determined on an average cost basis.
+Added: Items included in costs of inventory consist of labor, material, overhead costs, freight in, and additional transactions costs such as taxes and tariffs.
+Added: We periodically assess the value of our inventory for decreases in value due to obsolescence.
+Added: Included in this evaluation is our assessment of product demand, estimated future sales, and our plans for our products in the future.
+Added: Provisions are made if the cost of inventories exceeds their net realizable value and is charged to cost of sales.
+Added: We did not recognize any provision for the years ended December 31, 2025 and 2024.
Available-for-sale securities are carried at fair value, with the unrealized gains and losses reported in accumulated other comprehensive loss.
1 unchanged sentence
The amortization of premiums and accretion of discounts is included in interest income.
−Removed: Realized gains and losses and declines in value judged to be credit losses, if any, on available-for-sale securities are included in other income (expense), net.
+Added: Realized gains and losses and declines in value judged to be credit losses, if any, on available-for-sale securities are included in other income, net.
The cost of securities sold is based on the specific identification method.
54 unchanged sentences
ORIGINAL ISSUE DISCOUNTS
−Removed: We recognize original issue discounts (“OID”), when incurred on the issuance of debt, as a reduction of the current loan obligations that we amortize to interest expense over the life of the related indebtedness using the effective interest rate method.
+Added: We recognize original issue discounts, when incurred on the issuance of debt, as a reduction of the current loan obligations that we amortize to interest expense over the life of the related indebtedness using the effective interest rate method.
We record the amortization as interest expense in the Consolidated Statements of Comprehensive Loss.
2 unchanged sentences
Our revenue primarily consists of SaaS offerings and income from investments made from funds held for clients.
−Removed: 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.
−Removed: We also provide support for processing and filing Employee Retention Tax credits and other professional services as part of our Tax solutions.
+Added: Collectively, the SaaS offerings are referred to as “Asure HCM”, consisting of Payroll & Tax solutions, Recruiting, Time & Attendance software, HR management tools, and Benefits Administration, and data integrations that enable employers and their employees to enhance efficiencies and take advantage of value-added solutions.
+Added: We also provide support and other professional services related to our offerings.
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.
9 unchanged sentences
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.
−Removed: Processing and filing support services for Employee Retention Tax credits are recognized at the time the applicable tax form is completed.
−Removed: Fees associated with these services are offered at a flat fee and/or a fee that is based on estimated credits the customer will receive upon completion of the applicable tax form.
−Removed: Revenue recognized from Employee Retention Tax credit services are reported as Professional services, hardware and other revenue on the Consolidated Statements of Comprehensive Loss.
Hardware devices sold to customers are sold as either a standard product sell arrangement where title to the hardware passes to the customer or under a hardware-as-a-service (“HaaS”) arrangement where the title to the hardware remains with Asure.
11 unchanged sentences
Our payment terms vary by the type of customer and the customer’s payment history and the products or services offered.
−Removed: 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 percentage of recovery ERTC receivables.
+Added: Due to the current political climate related to Employee Retention Tax Credits (“ERTC”), including pending and anticipated changes to ERTC, there is a risk that we may not collect on some of our outstanding percentage of recovery ERTC receivables.
The term between invoicing and when payment is due is not significant and as such our contracts do not include a significant financing component.
15 unchanged sentences
LEASE OBLIGATIONS
−Removed: At the commencement date of a lease, we recognize a liability to make lease payments and an asset representing the right-of-use underlying asset during the lease term.
+Added: At the commencement date of a lease, we classify the lease as either an operating or finance lease in accordance with ASC 842 depending on the terms of the lease agreement.
+Added: We recognize a liability to make lease payments and an asset representing either the leased asset or the right-of-use underlying asset during the lease term.
The lease liability is measured at the present value of lease payments over the lease term.
As our leases typically do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date taking into consideration necessary adjustments for collateral, depending on the facts and circumstances of the lessee and the leased asset, and term to match the lease term.
−Removed: The operating lease asset is measured at cost, which includes the initial measurement of the lease liability and initial direct costs incurred by us and excludes lease incentives.
−Removed: Operating lease assets and liabilities are shown separately in our Consolidated Balance Sheets.
−Removed: Lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option.
+Added: The lease asset is measured at cost, which includes the initial measurement of the lease liability and initial direct costs incurred by us and excludes lease incentives.
+Added: Operating lease assets are shown separately in our Consolidated Balance Sheets from finance lease assets, which are included in property and equipment, net.
+Added: Lease liabilities are shown separately in our Consolidated Balance Sheets, and include both operating and finance lease liabilities.
+Added: Operating lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option.
Operating lease costs are recognized on a straight-line basis over the lease term.
+Added: Finance lease costs are recognized using the effective interest method.
Lease agreements that contain both lease and non-lease components are generally accounted for separately.
9 unchanged sentences
Business Combinations
+Added: Effective July 1, 2025, we acquired 100 % of the membership interests of Lathem Time 2025 LLC (f/k/a Lathem Time Corporation, “Lathem”), whose technology will be used to expand the capabilities of our broader suite of HR solutions, specifically in timekeeping systems.
+Added: The aggregate purchase price that we paid for the membership interests was $ 39,497 , consisting of $ 37,500 paid in cash on hand and the remaining $ 2,221 in the form of a promissory note ($ 1,997 net of discount).
+Added: The following table summarizes the amounts of assets acquired and liabilities assumed at the acquisition date, valued at their estimated acquisition-date fair value:
+Added: Acquisition Date Fair Value
+Added: Accounts receivable $ 2,020
+Added: Inventory 3,380
+Added: Prepaid expenses and other current assets 177
+Added: Property and equipment, net 185
+Added: Intangible assets, net 16,500
+Added: Operating lease assets, net 826
+Added: Other assets, net 777
+Added: Total assets acquired 23,865
+Added: Accounts payable 474
+Added: Operating lease liabilities, current 826
+Added: Other accrued liabilities 615
+Added: Deferred revenue 3,488
+Added: Total liabilities assumed 5,403
+Added: Total net assets acquired 18,462
+Added: Goodwill 21,035
+Added: Total purchase price $ 39,497
+Added: The goodwill of $ 21,035 arising from the acquisition consists largely of the synergies and economies of scale expected from combining our operations with Lathem and is expected to be deductible for tax purposes.
+Added: Lathem contributed net revenues of $ 9,262 , of which $ 5,420 are recurring revenues, and net income of $ 1,416 to our consolidated total operating activity from the acquisition date of July 1, 2025, through December 31, 2025.
+Added: The following unaudited pro forma financial information presents combined results of operations for each of the periods presented as if the transaction had occurred as of January 1, 2024, prepared in accordance with ASC 805:
+Added: Year Ended December 31,
+Added: Total revenue
+Added: $ 149,917 $ 138,108
+Added: $ ( 14,998 ) $ ( 16,442 )
+Added: Pro forma earnings for the year ended December 31, 2025, were adjusted to exclude $ 733 of legal costs associated with the acquisition that were recognized in general and administrative expense.
+Added: Pro forma earnings for the year ended December 31, 2024, were adjusted to include these charges.
+Added: Asset Acquisitions
+Added: During the year ended December 31, 2025, we completed seven customer relationship asset acquisitions.
+Added: The total purchase price of these acquisitions was $ 20,523 , which consisted of $ 16,019 of cash paid during the year ended December 31, 2025 , $ 56 of cash to be paid over the next 12 months, the delivery of promissory notes in the amount of $ 3,492 , net of discounts, and the delivery of 124 shares of Asure common stock, which had an aggregate fair value of $ 956 at the respective acquisition dates.
+Added: The purchase prices for certain of these acquisitions are subject to adjustments for contingent events which are generally expected to occur over the next twelve months following December 31, 2025, including revenue generated from the acquired assets.
+Added: The acquired customer relationships are recorded as intangible assets and are being amortized on a straight-line basis over eight years .
+Added: 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.
1 unchanged sentence
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.
−Removed: 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 .
3 unchanged sentences
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.
−Removed: 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.
−Removed: 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.
+Added: The total purchase price of these acquisitions was $ 15,123 , which consisted of $ 2,436 of cash paid during the year ended December 31, 2025, $ 5,842 of cash paid during the year ended December 31, 2024, $ 393 of cash to be paid over the next 12 months, $ 166 of cash to be paid thereafter, the delivery of promissory notes in the amount of $ 1,423 , net of discounts, and the delivery of 500 shares of Asure common stock, which had an aggregate fair value of $ 4,863 at the respective 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 .
−Removed: As of December 31, 2024, the outstanding principal balance of the promissory notes for these acquisitions was $ 1,663 .
−Removed: During the year ended December 31, 2023, we completed four customer relationship asset acquisitions.
−Removed: 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.
−Removed: The acquired customer relationships are recorded as intangible assets and are being amortized on a straight-line basis over eight years .
−Removed: As of December 31, 2024, the outstanding principal balance of the promissory note for these acquisitions was $ 1,500 .
−Removed: In September 2021, we acquired certain assets of a payroll business, which were used to provide payroll processing services.
−Removed: In connection with the acquisition, there was an outstanding promissory note payable.
−Removed: The promissory note also includes contingent consideration for which we calculated the final value to be $ 587 .
−Removed: The contingent consideration was added as an increase to the principal balance due on the promissory note during the second quarter of 2023.
−Removed: 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
25 unchanged sentences
Available-for-sale securities:
−Removed: Certificates of deposit — — — —
Corporate debt securities 83,160 501 ( 77 ) 83,584
6 unchanged sentences
Available-for-sale securities:
−Removed: Certificates of deposit 845 2 ( 1 ) 846
Corporate debt securities 63,253 164 ( 619 ) 62,798
15 unchanged sentences
Funds held for clients have been invested in the following categories (in thousands):
+Added: December 31, 2025 December 31, 2024
Restricted cash and cash equivalents held to satisfy client funds obligations $ 139,459 $ 124,287
29 unchanged sentences
Goodwill $ 94,724 $ 21,035 $ 115,759
−Removed: We believe significant synergies are expected to arise from our strategic acquisitions and their assembled work forces.
+Added: We believe significant synergies are expected to arise from our strategic acquisitions and their assembled workforces.
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.
38 unchanged sentences
Notes Payable – Other 11/01/25 10.00 % — 5,000
+Added: Senior Credit Facility 04/01/2030 9.25 % 60,000 —
Total Notes Payable $ 70,775 $ 14,943
13 unchanged sentences
Notes Payable - Acquisitions
−Removed: 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.
+Added: As of December 31, 2025, we have eight outstanding subordinated promissory notes related to acquisitions that occurred during the year ended December 31, 2025 and prior years with a combined outstanding principal balance of $ 10,775 and maturity dates ranging from August 1, 2026 to July 1, 2029.
See Note 2 — Business Combinations and Asset Acquisitions for further discussion regarding the issuance of notes payable related to acquisitions.
+Added: On August 13, 2025, we prepaid the outstanding balance on one of our acquisition-related promissory notes through the issuance of shares of our common stock.
+Added: Prior to extinguishment, the promissory note had an outstanding principal balance of $ 1,000 and would mature on February 22, 2026.
+Added: In connection with the extinguishment, the principal balance of the note was reduced by $ 118 for indemnifiable claims related to the acquisition.
+Added: The remaining $ 956 of principal and accrued interest was repaid with 91 shares of common stock, having a fair value of $ 701 .
+Added: On October 30, 2025, we partially repaid the outstanding balance on one of our acquisition-related promissory notes through the issuance of shares of our common stock and cash payment of accrued interest.
+Added: Prior to the transaction, the promissory note had an outstanding principal balance of $ 3,000 and would mature on July 1, 2029.
+Added: In connection with the partial extinguishment, the holders of the promissory note agreed to reduce the principal balance of the portion of the note by $ 300 in consideration of the early repayment.
+Added: The remaining $ 1,700 of principal was repaid with 201 shares of common stock, having an estimated fair value of $ 1,511 , and $ 20 of accrued interest was paid with cash.
+Added: After the partial extinguishment, the outstanding principal balance of the note is $ 1,000 .
Notes Payable - Other
In November 2024, we delivered a promissory note to an unrelated third party in exchange for cash.
−Removed: As of December 31, 2024, the promissory note had an outstanding principal balance of $ 5,000 and matures on November 1, 2025.
−Removed: Senior Credit Facility with Structural Capital Investments III, LP
−Removed: 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”).
−Removed: 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.
−Removed: 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.
−Removed: As of December 31, 2024, there are no further amounts due or owing under the Facility.
−Removed: 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.
−Removed: 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 Loan Agreement.
−Removed: We also paid the Lenders a breakup fee equal to $ 250 .
+Added: As of December 31, 2024, the promissory note had an outstanding principal balance of $ 5,000 and would mature on November 1, 2025.
+Added: On April 10, 2025, we agreed to repay the outstanding balance on our unrelated third-party promissory note prior to its maturity using the proceeds of the Loan Agreement (described below).
+Added: In connection with the extinguishment, we paid the lender an aggregate amount of $ 5,197 (the “Payoff Amount”) in full payment of our outstanding obligations under the Note.
+Added: The Payoff Amount represented $ 5,097 of outstanding principal and interest on the unpaid principal balance and a $ 100 prepayment fee.
+Added: Senior Credit Facility
+Added: On April 10, 2025, we entered into a Loan Agreement with MidCap Financial Trust (“MidCap”) and the lenders from time to time party thereto (such lenders collectively with MidCap, the “Lenders”).
+Added: Under the Loan Agreement, we may borrow up to $ 60,000 from the Lenders, all of which has been funded as of December 31, 2025.
+Added: The maturity date of the loan as provided under the Loan Agreement is April 1, 2030 (the “Maturity Date”).
+Added: Interest on the outstanding loan balance is payable monthly in arrears at an annual rate of Term Secured Overnight Financing Rate (“SOFR”) plus 5.00 %, subject to a SOFR floor of 2.00 %.
+Added: This rate was 9.25 % as of December 31, 2025.
+Added: Prior to April 1, 2029 (the “Amortization Start Date”), we must make interest-only payments on the outstanding loan balance.
+Added: Commencing on the Amortization Start Date and continuing on the first day of each calendar month thereafter, we will pay an amount equal to the total principal of the outstanding loan balance divided by twelve ( 12 ), for a twelve ( 12 ) month straight-line amortization of equal monthly principal payments.
+Added: Also on a monthly basis, we must pay an administrative agency fee to MidCap equal to 0.25 % of the average end-of-day principal balance outstanding during the immediately preceding month.
+Added: At the time of final payment under the loan, we will provide a final payment fee of 2.00 % of the amount advanced thereunder except in the case of a refinance of the loan with MidCap and the Lenders.
+Added: We are subject to customary events of default as described in the Loan Agreement.
+Added: In such event, and for so long as it continues, the outstanding loan balance will bear interest at 2.00 % per annum in excess of the rate otherwise payable.
+Added: The Loan Agreement is collateralized by substantially all of our assets except for all client funds balances and an amount of cash intended solely to cover employee wages, benefits, and taxes for a limited period.
+Added: Under the Loan Agreement, we covenant to maintain a (1) Total Leverage Ratio (as defined in the Loan Agreement), as tested quarterly, no greater than 5.50 to 1.00, and (2) minimum liquidity threshold of $ 10,000 .
+Added: As of December 31, 2025, we are in compliance with all covenants under the Loan Agreement.
+Added: In connection with the Loan Agreement and subsequent draw, we incurred $ 2,025 of origination, legal, and other fees that represent debt financing costs to be deferred and amortized over the duration of the Loan Agreement.
+Added: As a result, net proceeds of all borrowings under the Loan Agreement were $ 57,975 .
NOTE 7 - CONTRACTS WITH CUSTOMERS AND REVENUE CONCENTRATION
3 unchanged sentences
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.
−Removed: No customers represented more than 10% of our net accounts receivable balance as of December 31, 2024 and 2023.
+Added: As of December 31, 2025, we had one customer that accounted for $ 1,879 or 13 % of our net accounts receivable balance.
+Added: The receivable balance is not collateralized, and thus the entire $ 1,879 is at risk of loss.
+Added: No customers represented more than 10% of our net accounts receivable balance as of December 31, 2024.
Contract Assets
Costs to Fulfill Contracts
−Removed: Contract assets from contracts with customers were $ 1,712 at December 31, 2024, with no balance at December 31, 2023.
−Removed: The establishment of contract assets during the year ended December 31, 2024, is due to new multi-year arrangements that began in 2024.
+Added: Contract assets from contracts with customers were $ 3,747 and $ 1,712 balance at December 31, 2025 and 2024, respectively.
Costs to Obtain Contracts
−Removed: Deferred commission costs from contracts with customers were $ 12,351 and $ 10,302 at December 31, 2024, and December 31, 2023, respectively.
−Removed: The amount of amortization recognized for the years ended December 31, 2024, and December 31, 2023, was $ 2,568 and $ 2,803 , respectively.
+Added: Deferred commission costs from contracts with customers were $ 14,721 and $ 12,351 at December 31, 2025 and 2024, respectively.
+Added: The increase is primarily due to higher commissions and related costs to obtain contracts with customers.
+Added: The amount of amortization recognized for the years ended December 31, 2025 and 2024, was $ 3,285 and $ 2,568 , respectively.
Deferred Revenue
During the years ended December 31, 2025 and 2024 , revenue of $ 11,649 and $ 6,626 , respectively, was recognized from the deferred revenue balance at the beginning of each period.
+Added: During the year ended December 31, 2024, various multi-year arrangements were finalized towards the end of the year, which is the primary driver of the increase in the amounts recognized from deferred revenue during the year ended December 31, 2025, compared to the year ended December 31, 2024.
Transaction Price Allocated to the Remaining Performance Obligations
−Removed: As of December 31, 2024, approximately $ 79,095 of revenue is expected to be recognized from remaining performance obligations.
+Added: As of December 31, 2025, approximately $ 99,654 of revenue is expected to be recognized from remaining performance obligations that are originally expected to last longer than a year.
We expect to recognize revenue on approximately 41 % of these remaining performance obligations over the next 12 months, with the balance recognized thereafter.
−Removed: 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 .
−Removed: 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
5 unchanged sentences
Under such leases, we have commitments to pay annual minimum (base) rent.
−Removed: The leases have original terms (excluding extension options) ranging from one year to ten years .
+Added: The leases have original terms (excluding extension options) ranging from one to ten years .
Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.
1 unchanged sentence
In the accompanying Consolidated Statements of Comprehensive Loss, rent expense is included in operating expenses under general and administrative expenses.
−Removed: The components of the rent expense for the years ended December 31, 2024 and 2023, are as follows (in thousands):
+Added: We have entered into a software license agreement, which qualifies as a finance lease under ASC 842 (“Leases”).
+Added: Under this lease, the lessor receives fixed payments over a period of four years , after which we take ownership of the software and source code.
+Added: The resulting software asset is included in property and equipment, net , in the accompanying Consolidated Balance Sheets.
+Added: We record amortization for the related asset over its useful life on a straight-line basis and recognize interest expense under the effective interest method over the term of the lease.
+Added: In the accompanying Consolidated Statements of Comprehensive Loss, these expenses are included in general and administrative expenses and interest expense, respectively.
+Added: The components of the lease-related expenses for the years ended December 31, 2025 and 2024, are as follows (in thousands):
Operating lease cost:
+Added: Rent expense $ 2,262 $ 1,948
Sublease income — ( 4 )
−Removed: Net rent expense $ 1,944 $ 2,379
+Added: Total operating lease cost $ 2,262 $ 1,944
+Added: Finance lease cost:
+Added: Amortization of assets $ 19 $ —
+Added: Interest on lease liabilities 10 —
+Added: Total finance lease cost $ 29 $ —
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 December 31, 2025 and 2024.
−Removed: The weighted average remaining lease term is four years and five years as of December 31, 2024 and 2023, respectively.
−Removed: Supplemental cash flow information related to operating leases for the years ended December 31, 2024 and 2023, are as follows (in thousands):
−Removed: Cash paid for amounts included in the measurement of lease liabilities:
+Added: The weighted average remaining lease term for our operating leases is three years and four years as of December 31, 2025 and 2024, respectively.
+Added: The discount rate of our finance lease is 11 % as of December 31, 2025 .
+Added: The remaining lease term for our finance lease is four years as of December 31, 2025.
+Added: Supplemental cash flow information related to leases for the years ended December 31, 2025 and 2024, are as follows (in thousands):
+Added: Cash paid for amounts included in the measurement of operating lease liabilities:
Operating cash outflows from operating leases $ 2,265 $ 2,106
−Removed: Non-cash operating activities:
+Added: Non-cash activities:
Operating lease assets obtained or removed in exchange for new, modified or terminated operating lease liabilities $ 3,547 $ 419
−Removed: Future minimum commitments over the life of all operating leases, which exclude variable rent payments, are as follows (in thousands):
+Added: Finance lease assets obtained or removed in exchange for new, modified, or terminated finance lease liabilities $ 284 $ —
+Added: Future minimum commitments over the life of all operating and financing leases, which exclude variable rent payments, are as follows for the periods presented below (in thousands):
+Added: Operating Leases Finance Leases
+Added: 2026 $ 2,514 $ 88
+Added: 2027 2,376 88
+Added: 2028 2,110 87
+Added: 2029 1,035 58
Thereafter 27 —
10 unchanged sentences
As of December 31, 2025, there is $ 150,000 available under the shelf registration statement.
+Added: Also in April 2024, we filed an acquisition shelf registration statement on Form S-4 with the SEC to allow us to issue securities in future business combinations.
+Added: 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.
+Added: The shelf registration statement relating to these securities became effective on April 19, 2024.
+Added: As of December 31, 2025, there are 12,500 shares of common stock available for issuance under this acquisition shelf registration statement.
On October 31, 2024, we entered into a Sales Agreement (the “Sales Agreement”) with Roth Capital Partners, LLC (“Roth”).
6 unchanged sentences
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.
−Removed: As of December 31, 2024, there are $ 25,000 of shares of common stock available for issuance under this agreement.
−Removed: 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”).
−Removed: On August 21, 2023, we completed the 2023 Offering, and realized net proceeds of $ 37,395 , after deducting underwriting discounts and offering expenses of $ 2,605 .
−Removed: 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 .
−Removed: 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.
−Removed: 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.
−Removed: The shelf registration statement relating to these securities became effective on April 19, 2024.
−Removed: As of December 31, 2024, there are 11,925 shares of common stock available for issuance under this acquisition shelf registration statement.
−Removed: Share Repurchase Program
−Removed: 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.
−Removed: 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.
−Removed: The Stock Repurchase Plan sunsets on September 30, 2025.
−Removed: Under the Stock Repurchase Plan, we may repurchase shares in accordance with all applicable securities laws and regulations, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended.
−Removed: The extent to which we repurchase our shares, and the timing of such repurchases, will depend upon a variety of factors, including market conditions, regulatory requirements and other corporate considerations, as determined by management.
−Removed: The repurchase program may be extended, suspended or discontinued at any time.
−Removed: We expect to finance the program from existing cash resources.
+Added: As of December 31, 2025, there are $ 25,000 of shares of common stock available for issuance under the Sales Agreement.
Stock and Stock Option Plans
2 unchanged sentences
The 2018 Plan provides for the grant of stock options, including incentive stock options (“ISOs”) and nonqualified stock options (“NQSOs”), stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance bonus awards, performance stock unit awards (“PSUs”), other stock or cash-based awards and dividend equivalents to eligible individuals.
−Removed: We generally grant stock options with exercise prices equal to the fair market value at the time of grant.
−Removed: The options generally vest over three to four years and are exercisable for a period of five to ten years beginning with the date of grant.
The number of shares available for issuance under the 2018 Plan is 6,998 shares.
4 unchanged sentences
For stock-based compensation awards with graded vesting, we recognize compensation expense using the straight-line amortization method.
+Added: During the years ended December 31, 2025 and 2024, we have not issued any stock options as compensation.
Total compensation expense recognized in the Consolidated Statements of Comprehensive Loss for stock based awards was $ 7,739 and $ 6,444 for 2025 and 2024, respectively.
−Removed: The following table summarizes the weighted average assumptions used to develop their fair value for the years ended December 31:
−Removed: Grant date fair value $ — $ 5.30
−Removed: Risk-free interest rate — % 3.63 %
−Removed: Expected volatility — % 52 %
−Removed: Expected life (in years) 0.00 3.35
−Removed: Dividend yield — —
−Removed: (1) No employee stock options granted in 2024.
As of December 31, 2025, we reserved shares of common stock for future issuance under the 2018 Plan as follows (in thousands):
16 unchanged sentences
Granted 594 9.76
+Added: Performance adjustments 24 9.76
Vested ( 478 ) 9.67
20 unchanged sentences
The Purchase Plan allows all eligible employees to purchase a limited number of shares of our common stock during pre-specified offering periods at a discount established by the Board of Directors, not to exceed 15% of the fair market value of the common stock, at the beginning or end of the offering period (whichever i s lower).
−Removed: Under the ESPP, 875 shares were reserved for issuance of which there remains 409 shares available for future issuance.
+Added: Under the ESPP, 875 shares were reserved for issuance of which there remai ns 295 s hares available for future issuance.
NOTE 10 - INCOME TAXES
−Removed: The components of the provision (benefit) for income taxes attributable to continuing operations for the years ended December 31, 2024 and 2023, are as follows (in thousands):
+Added: The components of the provision for income taxes attributable to continuing operations for the years ended December 31, 2025 and 2024, are as follows (in thousands):
Federal $ — $ 9
−Removed: State 40 ( 59 )
Total current $ — $ 49
Federal $ 81 $ 532
+Added: State 571 352
Total deferred $ 652 $ 884
Total tax provision $ 652 $ 933
−Removed: Our provision for income taxes attributable to continuing operations for the years ended December 31, 2024 and 2023, differ from the expected tax expense (benefit) amount computed by applying the statutory federal income tax rate of 21 % to income before income taxes as a result of the following:
+Added: Upon adoption of ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740), as described in Note 1 — Description of Business, Basis of Presentation, and Significant Accounting Policies, the reconciliation of taxes at the federal statutory rate to our provision for income taxes for the year ended December 31, 2025, was as follows:
+Added: federal statutory tax rate $ ( 2,621 ) 21.0 %
+Added: State taxes, net of federal benefit (1)
+Added: 551 ( 4.4 ) %
+Added: Research and development tax credits 123 ( 1.0 ) %
+Added: Change in valuation allowance 2,445 ( 19.6 ) %
+Added: Nontaxable or nondeductible items
+Added: Stock compensation ( 102 ) 0.8 %
+Added: Officer's compensation limitation 489 ( 3.9 ) %
+Added: Impact of deferred tax true up for intangible assets 214 ( 1.7 ) %
+Added: Impact of deferred tax true up for stock compensation 147 ( 1.2 ) %
+Added: Impact of asset acquisitions on deferred taxes ( 712 ) 5.7 %
+Added: Changes in unrecognized tax benefits 19 ( 0.1 ) %
+Added: Other adjustments 99 ( 0.8 ) %
+Added: $ 652 ( 5.2 ) %
+Added: (1) The state and local jurisdictions that contribute to the majority (greater than 50%) of the tax effect in this category include New York State, New York City, the New York Metropolitan Commuter Transportation District, New Jersey, and California.
+Added: The reconciliation of taxes at the federal statutory income tax rate of 21 % to our provision for income taxes for the year ended December 31, 2024, in accordance with the guidance prior to the adoption of ASU 2023-09 was as follows:
Computed at statutory rate $ ( 2,276 )
4 unchanged sentences
Credit carryforwards 759
−Removed: Change in tax carryforwards not benefited — 591
Change in valuation allowance 2,297
16 unchanged sentences
Deferred commissions $ ( 4,024 ) $ ( 3,236 )
−Removed: Fixed assets — ( 167 )
Goodwill ( 8,403 ) ( 6,287 )
38 unchanged sentences
Diluted net loss per share reflects the maximum dilution that would have resulted from incremental common shares issuable upon the exercise of stock options or vesting of RSUs and in some cases PSUs.
−Removed: In periods of net income, we compute the adjustment to the denominator of our dilutive net earnings per share calculation to include these stock options, RSUs, and PSUs, as applicable, using the treasury stock method.
−Removed: Regardless of the period resulting in net income or net loss, we exclude the adjustment to the denominator of our dilutive net loss per share calculation to the extent that they are anti-dilutive.
−Removed: We have excluded stock options and restricted stock units reflecting 297 shares for the year ended December 31, 2024, and 15 shares for the year ended December 31, 2023, from the computation of the diluted shares because the effect of including the stock options and restricted stock units would have been anti-dilutive.
+Added: In periods of net income, we compute the adjustment to the denominator of our dilutive net earnings per share calculation to include these stock options, RSUs, and PSUs, to the extent that they are not anti-dilutive, using the treasury stock method.
+Added: In periods of net loss, diluted loss per share is the same as basic loss per share, as all incremental common shares issuable would be anti-dilutive.
The following table sets forth the computation of basic and diluted net loss per common share for the years ended December 31 (in thousands, except per share amounts):
21 unchanged sentences
Net loss $ ( 13,126 ) $ ( 11,773 )
+Added: (1) Other segment expenses include interest expense, net of interest income, and other business expense
See the consolidated financial statements for other financial information regarding our reportable segment.
NOTE 13 - SUBSEQUENT EVENTS
−Removed: Subsequent to December 31, 2024, but before the filing of the financial statements, we completed two customer relationship asset acquisitions.
−Removed: 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.
+Added: Subsequent to December 31, 2025, but before the filing of the financial statements, we completed one customer relationship asset acquisition.
+Added: The total purchase price of this acquisition was $ 6,059 , which consisted of $ 4,735 of cash paid at close, the delivery of a promissory note in the amount of $ 879 , net of discounts, and the delivery of 49 shares of Asure common stock, which had an aggregate fair value of $ 445 at the acquisition date.
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.