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BUSINESS COMBINATIONS AND ASSET ACQUISITIONS
 9 Months Ended
Sep. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
BUSINESS COMBINATIONS AND ASSET ACQUISITIONS BUSINESS COMBINATIONS AND ASSET ACQUISITIONS
2025

Business Combinations

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. 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).

The following table summarizes the amounts of assets acquired and liabilities assumed at the acquisition date, valued at their estimated acquisition-date fair value:
Acquisition Date Fair Value
Accounts receivable$2,020 
Inventory3,380 
Prepaid expenses and other current assets177 
Property and equipment, net185 
Intangible assets, net16,500 
Operating lease assets, net826 
Other assets, net777 
Total assets acquired23,865 
Accounts payable474 
Operating lease liabilities, current826 
Other accrued liabilities615 
Deferred revenue3,488 
Total liabilities assumed5,403 
Total net assets acquired18,462 
Goodwill21,035 
Total purchase price$39,497 

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.

Lathem contributed net revenues of $4,631, of which $2,710 are recurring revenues, and net income of $708 to our consolidated total operating activity from the acquisition date of July 1, 2025, through September 30, 2025.

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:
Pro Forma (Unaudited)
Three Months Ended September 30,
Nine Months Ended September 30,
2025
2024
2025
2024
Total revenue
$36,252 $33,936 $110,608 $102,797 
Net loss
$(5,174)$(4,923)$(13,682)$(12,622)

Pro forma earnings for the nine months ended September 30, 2025, were adjusted to exclude $733 of legal costs associated with the acquisition that were recognized in general and administrative expense. Pro forma earnings for the nine months ended September 30, 2024, were adjusted to include these charges.
Asset Acquisitions

During the nine months ended September 30, 2025, we completed six customer relationship asset acquisitions. The total purchase price of these acquisitions was $19,363, which consisted of $14,990 of cash paid during the nine months ended September 30, 2025, $371 of cash to be paid over the next 12 months, the delivery of promissory notes in the amount of $3,046, net of discounts, and the delivery of 124 shares of Asure common stock, which had an aggregate fair value of $956 at the acquisition dates. The purchase prices for certain of these acquisitions are subject to adjustments for contingent events which are generally expected to occur over the next one to two years following September 30, 2025, 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.

2024

Business Combinations

Effective July 11, 2024, we purchased substantially all the assets of an applicant tracking technology company based out of South Dakota for an innovative hiring solution designed to streamline the recruitment process for small and mid-sized businesses. This strategic acquisition reinforces Asure’s commitment to delivering comprehensive, user-friendly tools that simplify people management. The aggregate purchase price paid for the business was $15,162, consisting of $7,900 paid in cash on hand, $3,000 in the form of a promissory note ($1,716 net of discount), and 525 shares of Asure common stock, which had a fair value of $4,262 on the day of acquisition.

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 seven 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.

Asset Acquisitions

During the year ended December 31, 2024, we completed eleven customer relationship asset acquisitions. The total purchase price of these acquisitions was $15,206, which consisted of $5,842 of cash paid during the year ended December 31, 2024, $1,381 of cash paid during the nine months ended September 30, 2025, $1,462 of cash to be paid over the next 12 months, $235 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 acquisition dates. The purchase prices for certain of these acquisitions are subject to adjustments for contingent events which are generally expected to occur over the next one to three years following September 30, 2025, 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.

See Note 6 — Notes Payable for information related to outstanding debt in connection with our business combinations and asset acquisitions.
BUSINESS COMBINATIONS AND ASSET ACQUISITIONS BUSINESS COMBINATIONS AND ASSET ACQUISITIONS
2025

Business Combinations

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. 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).

The following table summarizes the amounts of assets acquired and liabilities assumed at the acquisition date, valued at their estimated acquisition-date fair value:
Acquisition Date Fair Value
Accounts receivable$2,020 
Inventory3,380 
Prepaid expenses and other current assets177 
Property and equipment, net185 
Intangible assets, net16,500 
Operating lease assets, net826 
Other assets, net777 
Total assets acquired23,865 
Accounts payable474 
Operating lease liabilities, current826 
Other accrued liabilities615 
Deferred revenue3,488 
Total liabilities assumed5,403 
Total net assets acquired18,462 
Goodwill21,035 
Total purchase price$39,497 

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.

Lathem contributed net revenues of $4,631, of which $2,710 are recurring revenues, and net income of $708 to our consolidated total operating activity from the acquisition date of July 1, 2025, through September 30, 2025.

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:
Pro Forma (Unaudited)
Three Months Ended September 30,
Nine Months Ended September 30,
2025
2024
2025
2024
Total revenue
$36,252 $33,936 $110,608 $102,797 
Net loss
$(5,174)$(4,923)$(13,682)$(12,622)

Pro forma earnings for the nine months ended September 30, 2025, were adjusted to exclude $733 of legal costs associated with the acquisition that were recognized in general and administrative expense. Pro forma earnings for the nine months ended September 30, 2024, were adjusted to include these charges.
Asset Acquisitions

During the nine months ended September 30, 2025, we completed six customer relationship asset acquisitions. The total purchase price of these acquisitions was $19,363, which consisted of $14,990 of cash paid during the nine months ended September 30, 2025, $371 of cash to be paid over the next 12 months, the delivery of promissory notes in the amount of $3,046, net of discounts, and the delivery of 124 shares of Asure common stock, which had an aggregate fair value of $956 at the acquisition dates. The purchase prices for certain of these acquisitions are subject to adjustments for contingent events which are generally expected to occur over the next one to two years following September 30, 2025, 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.

2024

Business Combinations

Effective July 11, 2024, we purchased substantially all the assets of an applicant tracking technology company based out of South Dakota for an innovative hiring solution designed to streamline the recruitment process for small and mid-sized businesses. This strategic acquisition reinforces Asure’s commitment to delivering comprehensive, user-friendly tools that simplify people management. The aggregate purchase price paid for the business was $15,162, consisting of $7,900 paid in cash on hand, $3,000 in the form of a promissory note ($1,716 net of discount), and 525 shares of Asure common stock, which had a fair value of $4,262 on the day of acquisition.

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 seven 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.

Asset Acquisitions

During the year ended December 31, 2024, we completed eleven customer relationship asset acquisitions. The total purchase price of these acquisitions was $15,206, which consisted of $5,842 of cash paid during the year ended December 31, 2024, $1,381 of cash paid during the nine months ended September 30, 2025, $1,462 of cash to be paid over the next 12 months, $235 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 acquisition dates. The purchase prices for certain of these acquisitions are subject to adjustments for contingent events which are generally expected to occur over the next one to three years following September 30, 2025, 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.

See Note 6 — Notes Payable for information related to outstanding debt in connection with our business combinations and asset acquisitions.