CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS





Certain statements in this Report represent forward-looking statements. These
statements involve known and unknown risks, uncertainties and other factors that
may cause actual results of operations, levels of activity, economic
performance, financial condition or achievements to be materially different from
future results of operations, levels of activity, economic performance,
financial condition or achievements as expressed or implied by such
forward-looking statements. Asure has attempted to identify these
forward-looking statements with the words "believe," "estimate," "continue,"
"seek," plan," "expect," "intend," "anticipate," "may," "will," "could" and
other similar expressions. Although these forward-looking statements reflect
management's current plans and expectations, which we believe are reasonable as
of the filing date of this report, they inherently are subject to certain risks
and uncertainties. These risks and uncertainties include - but are not limited
to - our ability to achieve or sustain profitability; the impact of COVID-19 on
the US and global economy, including business disruptions, reductions in
employment and an increase in business failures, specifically among our clients;
adverse changes in the economy, financial markets, and credit markets, including
a continuing high unemployment rate and the impact of low interest rates on the
interest we receive on our cash, cash equivalents and investments; delays or
reductions in information technology spending; the development of the market for
cloud-based workplace applications; product development; market acceptance of
new products and product improvements; changes in the forgiveness provisions for
loans under the Paycheck Protection Program; our ability to retain or increase
our customer base; security breaches; errors, disruptions or delays in our
services; privacy concerns and laws; changes in our sales cycle; competition,
including pricing pressures, entry of new competitors, and new technologies;
intellectual property enforcement and litigation; our ability to obtain
additional capital; our ability to hire, retain and motivate employees; our
ability to manage our growth; our ability to realize benefits from acquisitions;
limited or single sources of supply of key components; the level of our
indebtedness; changes in sales may not be immediately reflected in our operating
results due to our subscription model; changes in U.S and foreign laws and
regulations; changes in the Internet infrastructure; disruptions in computing
and communication infrastructure; and changes in accounting standards. Please
refer to Part II, Item IA, "Risk Factors" of this Form 10-Q and Part I, Item IA,
"Risk Factors" of our most recently filed Annual Report on Form 10-K for a
further description of these and other factors. Asure is under no obligation to
update any of the forward-looking statements after the date of this Form 10-Q to
conform such statements to actual results.



OVERVIEW



The following review of Asure's financial position as of September 30, 2020 and
December 31, 2019, and results of operations for the three and nine months ended
September 30, 2020 and 2019 should be read in conjunction with our 2019 Annual
Report on Form 10-K filed with the Securities and Exchange Commission. Asure's
internet website address is http://www.asuresoftware.com. Our annual reports on
Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and
amendments to those reports filed or furnished pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 are available through the investor
relations page of our internet website free of charge as soon as reasonably
practicable after they are electronically filed, or furnished to, the Securities
and Exchange Commission. Asure's internet website and the information contained
in our website or connected to our website is not incorporated into this
Quarterly Report on Form 10-Q.



Asure is a leading provider of cloud-based Human Capital Management ("HCM")
software and services and, until its divestiture in December 2019, Workspace
Management software solutions. Asure helps small and mid-sized companies grow by
helping them build better teams with skills that get them to the next level,
stay compliant with ever changing federal, state, and local tax jurisdictions
and labor laws, and better allocation of cash so they can spend their financial
capital on growing their business rather than back-office overhead that
suffocates growth. Asure's Human Capital Management suite, named AsureHCM,
includes cloud-based Payroll & Tax, HR, and Time & Attendance software as well
as HR Services ranging from HR projects to completely outsourcing payroll and HR
staff. We also offer these products and services through our network of reseller
partners.



Asure's platform vision is to help clients grow their business and become the
most trusted HCM resource to entrepreneurs everywhere. The Asure product
strategy is driven by three primary challenges that prevent businesses from
growing: HR complexity, allocation of both human and financial capital, and the
ability to build great teams. The AsureHCM suite includes four product lines:
AsurePayroll&Tax, AsureHR, AsureTime&Attendance, and AsureHRServices.



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For all of Asure's product lines, support and professional services are key
elements of our value proposition and overall solution.  In addition to
state-of-the-art hosting platforms and regular software upgrades and releases,
Asure gives clients easy access to our skilled support team. Our services and
support representatives are knowledgeable about Asure's solutions and HR best
practices as many staff have professional certifications in payroll (CPP) and
human resources (PHR and SPHR).



Our sales and marketing strategy includes both direct and indirect channels to
target small and mid-sized businesses (SMBs) throughout the United States. Our
direct sales and marketing efforts include marketing directly to SMBs and their
trusted advisors which include CPAs, banks, and benefits brokers who frequently
refer their clients to HCM vendors. Our indirect model licenses our HCM software
to resellers that provide value-add HCM services to their clients. These
resellers include pure-play payroll providers focused on a geographic or
industry niche as well as CPAs, banks, and benefits brokers that want to expand
relationships with their clients directly without referring those clients
outside their business.



Recent Developments



The COVID-19 outbreak has disrupted businesses on a global scale. The rapid
spread has resulted in authorities around the world implementing numerous
measures to contain the virus, such as business shutdowns, quarantines,
shelter-in-place orders and travel bans and restrictions. The pandemic and these
containment measures have had, and are expected to continue to have, a
substantial negative impact on businesses, especially SMBs. We expect a COVID-19
related decrease in customer demand across all our markets to negatively and
materially impact our revenues for the remainder of 2020, with the most
significant impact currently expected in the second and third quarters. We
implemented cost-saving initiatives in the first quarter of 2020. In April 2020,
we entered into a loan under the Paycheck Protection Program ("PPP") offered by
the U.S. Small Business Administration in a principal amount of $8,856. In July
2020, we acquired certain assets of a payroll tax business.  We did not record
any asset impairments or bad debt reserves related to COVID-19 during the first
three quarters of 2020, but future events may require such charges. We will
continue to evaluate the nature and extent of the COVID-19 outbreak's impact on
our financial condition, results of operations and cash flows.



RESULTS OF OPERATIONS

($ in thousands)


Three and Nine Months Ended September 30, 2020 Compared to Three and Nine Months Ended September 30, 2019





The following table sets forth, for the fiscal periods indicated, the percentage
of total revenues represented by certain items in Asure's Condensed Consolidated
Statements of Comprehensive Loss:



                                       Three Months Ended September 30,               Nine Months Ended September 30,
                                         2020                     2019                 2020                     2019
Revenues                                      100.0 %                  100.0 %              100.0 %                  100.0 %
Gross margin                                   56.7                     60.3                 57.6                     63.3
Sales and marketing                            22.3                     18.2                 20.2                     16.2
General and administrative                     37.1                     39.1                 35.8                     39.2
Research and development                       11.3                      7.1                  8.9                      6.4
Amortization of intangible
assets                                         15.1                     13.0                 14.5                     12.9
Total operating expenses                       85.9                     77.3                 79.4                     74.7
Interest expense and other, net                (2.5 )                  (15.2 )                0.6                    (15.3 )
Loss from continuing operations
before income taxes                           (31.7 )                  (32.2 )              (21.2 )                  (26.7 )
Net loss from continuing
operations                                    (29.7 )                  (31.5 )              (21.3 )                  (27.7 )




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Revenue


Our revenue was derived from the following sources:





                                     Three Months Ended September 30,          Increase
                                        2020                  2019            (Decrease)            %
Recurring                          $        15,273       $        17,014     $      (1,741 )         (10.2 )
Professional services, hardware
and other                                      742                   840               (98 )         (11.7 )
Total                              $        16,015       $        17,854     $      (1,839 )         (10.3 )






                                      Nine Months Ended September 30,           Increase
                                        2020                  2019            (Decrease)             %
Recurring                          $        47,442       $        53,429     $       (5,987 )         (11.2 )
Professional services, hardware
and other                                    1,634                 2,109               (475 )         (22.5 )
Total                              $        49,076       $        55,538     $       (6,462 )         (11.6 )




Total revenue represents our consolidated revenues, including sales of our
payroll and tax services, time and attendance and human resource software, as
well as complementary hardware devices to enhance our software products.
Recurring revenue consists of cloud revenue, recurring HR consulting revenue,
hardware as a service, maintenance and support revenue and interest earned on
client funds. Professional services, hardware and other revenue consists of
hardware revenue, on-premise software license revenue as well as installation
services and other professional services revenue.  While revenue mix varies by
product, recurring represents over 95% of total revenue.



Revenue for the three months ended September 30, 2020 was $16,015, a decrease of
$1,839, or 10.3%, from $17,854 for the three months ended September 30, 2019,
which excludes revenue from discontinued operations. Recurring revenue decreased
primarily due to the impact of COVID and lower interest rates.



Revenue for the nine months ended September 30, 2020 was $49,076, a decrease of
$6,462, or 11.6%, from $55,538 for the nine months ended September 30, 2019,
which excludes revenue from discontinued operations. Recurring revenue decreased
primarily due to the impact of COVID and lower interest rates.



Although our total customer base is widely spread across industries, our HCM
sales are concentrated in small to mid-size businesses. We continue to target
small and mid-sized businesses across industries as prospective
customers. Geographically, we sell our HCM products primarily in the United
States.



In addition to continuing to develop our workforce solutions and release of new
software updates and enhancements, we continue to actively explore other
opportunities to acquire additional products or technologies to complement our
current software and services.



Gross Profit and Gross Margin





Consolidated gross profit for the three months ended September 30, 2020 was
$9,073, a decrease of $1,695 or 15.7%, from $10,768 for the three months ended
September 30, 2019. Gross margin as a percentage of revenue was 56.7% for the
three months ended September 30, 2020 as compared to 60.3% for the three months
ended September 30, 2019. Our decline in gross margin is primarily attributable
to lower sales volumes, a growing investment in HCM service resources and
personnel, maintaining COVID related tax codes, employment levels are also down
due to COVID, a migration to secure cloud hosting services and an increase in
the amortization of capitalized software costs.



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Consolidated gross profit for the nine months ended September 30, 2020 was
$28,269, a decrease of $6,870 or 19.6%, from $35,139 for the nine months ended
September 30, 2019. Gross margin as a percentage of revenue was 57.6% for the
nine months ended September 30, 2020 as compared to 63.3% for the nine months
ended September 30, 2019. Our decline in gross margin is attributable to lower
sales volumes, a growing investment in HCM service resources and personnel,
maintaining COVID related tax codes, employment levels are also down due to
COVID, increased amortization of capitalized software costs as well as migration
to secure cloud hosting services.



Sales and Marketing Expenses



Sales and marketing expenses primarily consist of salaries and related expenses
for sales and marketing staff, including stock-based expenses, commissions, as
well as marketing programs, which include events, corporate communications and
product marketing activities.



Selling and marketing expenses for the three months ended September 30, 2020
were $3,573, an increase of $328 from $3,245 for the three months ended
September 30, 2019. The increase in sales and marketing is primarily due to
increased personnel costs as we focus on hiring direct sales personnel. Sales
and marketing expenses as a percentage of revenue increased to 22.3% for the
three months ended September 30, 2020 from 18.2% for the same period in 2019.



Selling and marketing expenses for the nine months ended September 30, 2020 were
$9,916, an increase of $908 from $9,008 for the nine months ended September 30,
2019, primarily due to increased personnel costs as we focus on hiring direct
sales personnel.  Selling and marketing expenses as a percentage of revenue
increased to 20.2% for the nine months ended September 30, 2020 from 16.2% for
the same period in 2019.


We continue to expand and increase selling costs as we focus on hiring direct sales personnel, expanding recognition of our brand, and lead generation.

General and Administrative Expenses





General and administrative expenses primarily consist of salaries and related
expenses, including stock-based expenses for finance and accounting, legal,
internal audit, human resources and management information systems personnel,
legal costs, professional fees, and other corporate expenses such as transaction
costs for acquisitions.



General and administrative expenses for the three months ended September 30,
2020 were $5,947, a decrease of $1,025 from $6,972 for the three months ended
September 30, 2019, primarily attributable to reduced personnel costs and
reduced rent expenses associated with closures of certain facilities we had
acquired due to acquisition.  General and administrative expenses as a
percentage of revenue decreased to 37.1% for the three months ended September
30, 2020 from 39.1% for the same period in 2019.



General and administrative expenses for the nine months ended September 30, 2020
were $17,580, a decrease of $4,199 from $21,779 for the nine months ended
September 30, 2019 primarily attributable to a reduction in professional fees
that were incurred in the nine months ended September 30, 2019, as well as
reduced rent expenses associated with closures of certain facilities we had
acquired due to acquisition. General and administrative expenses as a percentage
of revenue decreased to 35.8% for the nine months ended September 30, 2020 from
39.2% for the same period in 2019.



We continue to drive efficiencies within our payroll operations and execute vendor rationalization with the sale of the Workspace Management business in the fourth quarter of 2019.

Research and Development Expenses

Research and development ("R&D") expenses consist primarily of salaries and related expenses, including stock-based expenses for employees supporting our R&D activities.





R&D expenses for the three months ended September 30, 2020 were $1,805, an
increase of $534, or 42.0%, from $1,271 for the three months ended September 30,
2019. The increase in R&D expense is primarily attributable to increased
personnel costs as well as COVID-19 related initiatives in order to comply with
the CARES Act legislation. R&D expenses as a percentage of revenues increased to
11.3% for the three months ended September 30, 2020 from 7.1% for the same
period in 2019.



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R&D expenses for the nine months ended September 30, 2020 were $4,356, an
increase of $795, or 22.3%, from $3,561 for the nine months ended September 30,
2019. The increase in R&D expense is primarily attributable to increased
personnel costs as well as COVID-19 related initiatives in order to comply with
the CARES Act. R&D expenses as a percentage of revenues increased to 8.9% for
the nine months ended September 30, 2020 from 6.4% for the same period in 2019.



We will continue to enhance our products and technologies through expansion of
our technological resources by increasing headcount and development partnership,
as well as through organic improvements and acquired intellectual property. We
will continue to expand the breadth of integration between our solutions,
allowing direct clients and resellers the ability to easily add and implement
components across our entire solution set. We believe that our expanded
investment in product, engineering, SaaS hosting, mobile and hardware
technologies lays the groundwork for broader market opportunities and represents
a key aspect of our competitive differentiation. Native mobile applications,
common user interface, expanded web service integration and other technologies
are all part of our initiatives.



Our development efforts for future releases and enhancements are driven by
feedback received from our existing and potential customers and by gauging
market trends. We believe we have the appropriate development team to design and
enhance our solution suite and integrated platform. We have also made
significant investments outside of core R&D into compliance and certifications,
including SOC I Type 2 and SOC II Type 2 certifications, GDPR, CCPA, and other
initiatives.



In the second quarter of 2020, we launched the new Simple Payroll Entry cloud
solution for providing clients self-service payroll entry capabilities, with a
modern user experience appropriate for small companies. For Asure HR, we
developed a new product tier for Advanced HR called Essential HR. Asure Time &
Attendance launched our next major release 12.4. Mid-Market HCM released the
Asure Mobile app in the Google and Apple stores. The app provides employees
quick access to key payroll and benefit information.



Amortization of Intangible Assets

Amortization expense for the three months ended September 30, 2020 was $2,424 an increase of $102 from $2,322 for the three months ended September 30, 2019. Amortization expense as a percentage of revenue was 15.1% and 13.0% for the three months ended September 30, 2020 and 2019, respectively.





Amortization expense for the nine months ended September 30, 2020 of $7,123 was
consistent with amortization expense of $7,143 for the nine months ended
September 30, 2019. Amortization expense as a percentage of revenue was 14.5%
and 12.9% for the nine months ended September 30, 2020 and 2019, respectively.



Interest Expense and Other, net





Interest expense and other, net for the three months ended September 30, 2020
was a loss of $408 compared to a loss of $2,712 for the three months ended
September 30, 2019. Interest expense and other as a percentage of revenue was at
(2.5%) and (15.2%) for the three months ended September 30, 2020 and September
30, 2019, respectively.  Interest expense and other for the three months ended
September 30, 2020 is composed of interest expense on notes payable. Interest
expense and other for the three months ended September 30, 2019 is composed
primarily of interest expense on notes payable.



Interest expense and other, net for the nine months ended September 30, 2020 was
a gain of $302 compared to a loss of $8,495 for the nine months ended September
30, 2019. Interest expense and other as a percentage of revenue was at 0.6% and
(15.3%) for the nine months ended September 30, 2020 and September 30, 2019,
respectively.  Interest expense and other for the nine months ended September
30, 2020 is composed of income from the transition services agreement with
FM:Systems in relation to the sale of the Workspace business in 2019, offset by
interest expense on notes payable. Interest expense and other for the nine
months ended September 30, 2019 is composed primarily of interest expense on
notes payable.



Income Taxes



For the three months ended September 30, 2020 and 2019, we recorded an income
tax benefit attributable to continuing operations of $(325) and $(130),
respectively, an increase of $195, or 149.6%. For the nine months ended
September 30, 2020 and 2019, we recorded an income tax expense attributable to
continuing operations of $71 and $512, respectively, a decrease of $441, or
86.2%.



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Loss From Continuing Operations





We incurred a loss from continuing operations of $4,759, or $0.30 per share,
during the three months ended September 30, 2020, compared to a loss from
continuing operations of $5,624, or $0.36 per share, during the three months
ended September 30, 2019. Loss from continuing operations as a percentage of
total revenues was 29.7% and 31.5% for the three months ended September 30, 2020
and 2019, respectively.



We incurred a loss from continuing operations of $10,475, or $0.66 per share,
during the nine months ended September 30, 2020, compared to a loss from
continuing operations of $15,359, or $0.99 per share, during the nine months
ended September 30, 2019. Loss from continuing operations as a percentage of
total revenues was 21.3% and 27.7% for the nine months ended September 30, 2020
and 2019, respectively.



We intend to continue to implement our corporate strategy for growing our
software and services business by investing in areas that directly generate
revenue and positive cash flows for the Company.  However, uncertainties and
challenges remain, including the effects of COVID-19, and there can be no
assurance that we can successfully grow our revenues or achieve profitability
during the remainder of fiscal year 2020.



LIQUIDITY AND CAPITAL RESOURCES (Amounts in thousands)





                             September 30, 2020       December 31, 2019
Working capital             $                477     $            17,854
Cash and cash equivalents                 12,939                  28,826






                                                          Nine Months Ended September 30,
                                                            2020                   2019

Net cash (used in) provided by operating activities $ (1,717 )

  $          3,923
Net cash (used in) provided by investing activities            (64,687 )               36,552
Net cash provided by (used in) financing activities             50,517                (43,310 )




Working Capital.  We had working capital of $477 at September 30, 2020, a
decrease of $17,377 from working capital of $17,854 at December 31, 2019.
Working capital as of September 30, 2020 and December 31, 2019 includes
$3,585 and $5,500 of short-term deferred revenue, respectively. Deferred revenue
is an obligation to perform future services. We expect that deferred revenue
will convert to future revenue as we perform our services, but this does not
represent future payments. Deferred revenue can vary based on seasonality,
expiration of initial multi-year contracts and deals that are billed after
implementation rather than in advance of service delivery.



Operating Activities. Net cash used in operating activities of $1,717 for the nine months ended September 30, 2020 was primarily driven by a net loss of $10,475. Non-cash adjustments to our net loss by approximately $87 due to a reduction in the amortization of our deferred financing costs. Changes in operating assets and liabilities resulted in an increased use of cash of $6,295.





Investing Activities. Net cash used in investing activities of $64,687 for the
nine months ended September 30, 2020 is primarily due to the net change in funds
held for clients and our acquisition of a payroll tax business during the
quarter. Net cash provided by investing activities of $36,552 for the nine
months ended September 30, 2019 is primarily due to the net change in funds held
for clients offset by the acquisition from first quarter of 2019.



Financing Activities.  Net cash provided by financing activities was $50,517 for
the nine months ended September 30, 2020, which primarily consisted of a net
increase in client fund obligations of $53,465 and payments of notes payable of
$12,171 offset by proceeds of notes payable of $8,856. Net cash used in
financing activities was $43,310 for the nine months ended September 30, 2019.
We incurred $8,000 of indebtedness, resulting in a source of cash. This was
offset by debt financing fees of $1,102 and the net change in client fund
obligations of $49,964.



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Sources of Liquidity. As of September 30, 2020, Asure's principal sources of
liquidity consisted of approximately $12,939 of cash and cash equivalents, cash
generated from operations of our business over the next twelve months, and
$4,500 available for borrowing under our Wells Fargo revolver.



Due to the effects of Covid-19 on our business, we were not in compliance with
our minimum EBITDA financial covenant as of March 31, 2020. This covenant was
set in December 31, 2019, before the Covid-19 pandemic and its possible effects
on our business were known to our senior lender or us. On July 10, 2020, our
senior lender issued a reservation of rights letter related to our failure to
comply with the minimum EBITDA financial covenant, along with other technical
defaults. See Part II, Item 3 for more information about this default and our
senior lender's reservation of rights letter. Following this default, we
negotiated and entered a waiver and amendment to our Credit Agreement and our
Amended and Restated Guaranty and Security Agreement (the "Amendment") on August
10, 2020.



The Amendment reduced our facility from $30,000 to $15,000, consisting of
$10,000 in term loans and a $5,000 revolver. As a result, we were required to
make a principal payment of $9,750 on our outstanding term loans. The Amendment
provides for an accordion feature to our term loan that would allow us to borrow
up to an additional $15,000 in term loans subject to certain conditions
following the Covenant Conversion Date, which is described below.



The Fourth Amendment also reset our financial covenants and added a new financial covenant for minimum recurring revenue.





The Amendment does not require that we meet our fixed charge ratio or leverage
ratio covenant until the Covenant Conversion Date. The Coverage Conversion Date
is the earlier of August 10, 2022 or the date in which we have satisfied the
fixed charge coverage ratio and leverage ratio for two consecutive reporting
periods. Until such time, we are only obligated to comply with our minimum
EBITDA and minimum recurring revenue covenants.



In addition to the requirement that we pay $9,750 on our outstanding term loans,
we were also required to pay our senior lender an amendment fee of $225. Our
senior lender waived any prepayment penalty that would have otherwise been due
on the $9,750 payment toward our term loan and agreed that we would not owe a
prepayment penalty if we were to refinance our facility before December 31,
2021. Finally, as a condition to the amendment, our senior lender required that
we agree to obtain lender consent for any acquisitions until the later of August
10, 2021 or the Covenant Conversion Date. Previously certain types of
acquisitions were deemed permitted acquisitions, which did not require our
lender's consent. We do not anticipate an issue with obtaining consent from our
lender for accretive acquisitions.



We had sufficient cash on hand to make the required payment of $9,750 in
connection with the Fourth Amendment and expect to have enough cash on hand to
meet our future business needs. Further, we expect to comply with our financial
covenants in future quarters under the Credit Agreement, as amended by the
Fourth Amendment.



Due to the effects of Covid-19 on our business and the related need to support
our operations, we applied for and received a loan from Pinnacle Bank under the
Paycheck Protection Program during the second quarter of 2020. Under the terms
of our note with Pinnacle Bank, principal payments would have begun in November
2020. However, the Small Business Administration, who administers loans issued
under the Paycheck Protection Program, has issued guidance, deferring all
payments that would be owed on this loan until the Small Business Administration
makes a decision on our loan forgiveness application. While we expect that the
entire loan will be forgiven, we cannot be certain that the Small Business
Administration will grant forgiveness of our entire loan. If we do not receive
forgiveness of our entire loan, we will be obligated to begin repaying the
portion of the principal and interest that is not forgiven such that it is fully
paid no later than April 15, 2022, unless we are able to negotiate new payment
terms with Pinnacle Bank. We intend to apply for forgiveness of this loan in the
fourth quarter of 2020. Given this, we expect that payments we may owe, if any,
would not start until second quarter of 2021. Under GAAP, we are required to
report this entire loan as outstanding debt in our financial statements and
further identify the current portion of this debt (e.g. amounts which would be
payable in the next 12 months) with reference to the actual terms of our note
with Pinnacle Bank. Notwithstanding how this loan is reported in our financial
statements, we do not expect to make any payments on this note until at least
second quarter of 2021, and then only to the extent that any portion of this
note is not forgiven in accordance with the terms of the Paycheck Protection
Program. Thus, we do not anticipate our obligations to Pinnacle Bank to have a
material effect on our liquidity needs in the next twelve months.





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OFF-BALANCE SHEET ARRANGEMENTS

As of September 30, 2020, we did not have any off-balance sheet arrangements, as defined in the rules and regulations of the Securities and Exchange Commission.





COMMITMENTS AND CONTINGENCIES



None.



CRITICAL ACCOUNTING POLICIES



Information regarding recent accounting pronouncements is provided in Note 2, Significant Accounting Policies, to the Condensed Consolidated Financial Statements. Such information is incorporated by reference herein.

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