v3.26.3
SUBSEQUENT EVENTS
9 Months Ended
Sep. 30, 2026
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS SUBSEQUENT EVENTS
Credit Agreement with MUFG Bank LTD

On October 15, 2026, we entered into a Credit Agreement (the “Credit Agreement”) with MUFG Bank, LTD (“MUFG”), as administrative agent, and the lenders from time to time party thereto (such lenders collectively with MUFG, the “Lenders”).

Under the Credit Agreement, we may borrow up to $115 million from the Lenders (the “Senior Credit Facility”), comprising a (i) $85.0 million (the “Initial Loan Balance”) term loan facility, all of which was drawn on October 15, 2026 (the “Closing Date”), (ii) $10.0 million five-year revolving credit facility (the “Revolving Facility”), and (iii) $20.0 million delayed-draw term loan facility (the “DDTL Facility”). After the Closing Date, we are permitted to incur (a) additional term loans under a new term facility to be included in the Senior Credit Facility and/or (b) increases in the Revolving Credit Facility, in an aggregate principal amount not to exceed $30 million, subject to the terms and conditions set forth in the Credit Agreement.

Subject to the conditions set forth in the Credit Agreement, the Revolving Facility is available through October 15, 2031 and the DDTL Facility is available through October 15, 2028.

We will begin to make principal payments on the Initial Loan Balance in quarterly installments beginning on April 1, 2027, such that 2.5% of the Initial Loan Balance will be paid in the first year, 5.0% of the Initial Loan Balance will be paid in each of the second and third year, and 7.5% of the Initial Loan Balance will be paid in each of the fourth and fifth year, with the last payment being made on October 1, 2031, and the remaining Initial Loan Balance paid on the October 15, 2031 (the “Maturity Date”). We may, upon notice to MUFG pursuant to the Credit Agreement, voluntarily prepay amounts loaned under the Credit Agreement in whole or in part without premium or penalty, subject to certain conditions set forth therein.
The interest rates that we will be charged under the Senior Credit Facility is generally equal to the Term SOFR (as defined in the Credit Agreement) plus the Applicable Rate (as defined in the Credit Agreement) or, at our option, the Base Rate (as defined in the Credit Agreement) plus the Applicable Rate. The Applicable Rate generally adjusts quarterly based on our Consolidated Net Leverage Ratio. With respect to Term SOFR loans, the Borrower may select interest periods of one, three or six months. For the Initial Loan Balance, we selected a three month interest period for Term SOFR and the interest rate to be charged during the initial three month interest period is 7.04%, calculated on the basis of a year of 360 days and actual days elapsed, reflecting a rate based on Term SOFR plus three percent (3.00%), as provided in the Credit Agreement.

We are subject to customary events of default as described in the Credit Agreement, including insolvency of the Company, breaches of certain covenants and representations and warranties, and failures to pay. In such event, and for so long as it continues, the outstanding loan balance will bear interest at a rate per annum, subject to certain exceptions set forth in the Credit Agreement, (i) equal to two percent (2.00%) in excess of the rate otherwise applicable thereto, and (ii) with respect to any loan for which a rate is not specified or available, a rate per annum equal to the Base Rate (as defined in the Credit Agreement), plus (a) the Applicable Rate for revolving loans that are Base Rate Loans (as defined in the Credit Agreement), plus (b) two percent (2.00%), in each case, to the fullest extent permitted by applicable law.

Under the Credit Agreement, we covenant to maintain a (i) Consolidated Net Leverage Ratio (as defined in the Credit Agreement), as tested quarterly, no greater than 3.50 to 1.00 (subject to certain conditions set forth therein), and (ii) Consolidated Fixed Charge Coverage Ratio (as defined in the Credit Agreement), as tested quarterly, of not less than 1.25 to 1.00. The Senior Credit Facility is secured by substantially all of the assets of the Company.

In connection with the Credit Agreement, we incurred $1,226 of origination, legal, and other fees that represent debt financing costs to be deferred and amortized over the duration of the Credit Agreement. As a result, net proceeds of the Credit Agreement were $83,774.

Extinguishment of Credit, Security and Guaranty Agreement with MidCap Financial Trust

In connection with the entry into the Credit Agreement on October 15, 2026, we terminated the Loan Agreement with MidCap and the secured promissory note (the “Note”) with MidCap, evidencing its obligations under the Loan Agreement. In connection with this termination, the Company paid to MidCap for the benefit of lenders under the Loan Agreement an aggregate amount of $62,646 (the “Payoff Amount”) in full payment of its outstanding obligations under the Loan Agreement and Note. The Payoff Amount represented approximately $60,208 outstanding of principal and interest on the unpaid principal balance and $2,438 of prepayment and termination fees and other expenses due to MidCap. All promissory notes previously subordinated to the Loan Agreement with MidCap are now subordinated to the Credit Agreement with MUFG.

Asset Purchase Agreement

On October 15, 2026, we acquired certain assets of a payroll processing business primarily located in the southeastern United States, which included the purchase of developed technology that will be used to update some of our product offerings. The aggregate purchase price that we paid for these assets was $26,500, consisting of $13,500 paid in cash on hand, 1,206 shares of Asure common stock, having an agreed value of $10,000, and the remaining $3,000 in the form of a promissory note with the principal balance due on April 15, 2028.