10-K: Asure Software Reports 17% Revenue Growth, Widens Net Loss

Sentiment:

Annual Report


Asure Software, Inc. announced its 2025 annual results, revealing significant revenue growth driven by its SaaS HCM solutions, alongside an increased net loss and strategic acquisitions.

Capital raiseAs of December 31, 2025, $150,000 thousand is available under a universal shelf registration statement on Form S-3 filed in April 2024.As of December 31, 2025, 12,500 shares of common stock are available for issuance under an acquisition shelf registration statement on Form S-4 filed in April 2024.As of December 31, 2025, $25,000 thousand of shares of common stock are available for issuance under an at-the-market offering program entered into with Roth Capital Partners, LLC in October 2024.The company may need to raise additional capital in the future for business growth and strategic acquisitions.
Worse than expectedNet loss increased to $13,126 thousand in 2025 from $11,773 thousand in 2024.Basic and diluted loss per share increased to $0.48 in 2025 from $0.45 in 2024.Interest expense significantly increased to $5,056 thousand in 2025 from $1,024 thousand in 2024, primarily due to the new MidCap Loan Agreement.Gross margin slightly decreased to 68% in 2025 from 69% in 2024, attributed to the growth of lower-margin time and attendance solutions.

Summary

  • Total revenue increased 17% to $140,541 thousand in 2025 from $119,792 thousand in 2024.
  • Recurring revenue grew 11% to $127,288 thousand in 2025 from $114,471 thousand in 2024, representing over 91% of total revenue.
  • Net loss increased to $13,126 thousand ($0.48 per share) in 2025 from $11,773 thousand ($0.45 per share) in 2024.
  • Gross profit increased 16% to $94,874 thousand in 2025 from $82,107 thousand in 2024, though gross margin decreased slightly to 68% from 69%.
  • Acquired 100% of Lathem Time 2025 LLC for $39,497 thousand, expanding timekeeping systems capabilities.
  • Completed seven customer relationship asset acquisitions for a total purchase price of $20,523 thousand in 2025.
  • Remediated a previously identified material weakness in internal control over financial reporting as of December 31, 2025.
  • Entered into a Loan Agreement with MidCap Financial Trust for up to $60,000 thousand, fully funded by June 30, 2025, with an interest rate of 9.25% as of December 31, 2025.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a mixed report, with strong revenue growth and successful remediation of internal control issues offset by an increased net loss and significantly higher interest expenses, indicating ongoing challenges in achieving profitability despite business expansion.

Positives

  • Total revenue increased by 17% to $140,541 thousand in 2025, demonstrating strong top-line growth.
  • Recurring revenue grew 11% to $127,288 thousand, maintaining its position as over 91% of total revenue, indicating a stable business model.
  • Professional services, hardware, and other revenues saw a substantial 149% increase to $13,253 thousand, primarily driven by growth in time and attendance solutions.
  • Gross profit increased by 16% to $94,874 thousand in 2025.
  • Successfully remediated a previously identified material weakness in internal control over financial reporting as of December 31, 2025.
  • Strategic acquisition of Lathem Time 2025 LLC expands capabilities in timekeeping systems, enhancing the broader HR solutions suite.
  • Continued investment in research and development, leveraging Robotic Process Automation (RPA) and Artificial Intelligence (AI) to enhance efficiency and automation.
  • Maintained SOC1 Type 2 and SOC2 Type 2 certifications, and demonstrated compliance with BIPA, CCPA, and Money Transmitter Licensing requirements.
  • In compliance with all covenants under the Loan Agreement with MidCap Financial Trust as of December 31, 2025.

Negatives

  • Net loss increased to $13,126 thousand in 2025 from $11,773 thousand in 2024, indicating a widening loss.
  • Basic and diluted loss per share increased to $0.48 in 2025 from $0.45 in 2024.
  • Gross margin slightly decreased to 68% in 2025 from 69% in 2024, primarily attributed to the growth of lower-margin time and attendance solutions.
  • Interest expense significantly increased to $5,056 thousand in 2025 from $1,024 thousand in 2024, largely due to the new Loan Agreement with MidCap Financial Trust.
  • Accumulated deficit increased to $320,352 thousand as of December 31, 2025.
  • One customer accounted for 13% ($1,879 thousand) of net accounts receivable balance as of December 31, 2025, posing a concentration risk.
  • The valuation allowance against net deferred tax assets increased by $4,041 thousand in 2025 due to operations.

Risks

  • Security breaches or compromises of security measures, or those of third-party data service partners, could reduce revenue and earnings, increase expenses, and expose the company to legal claims and regulatory actions.
  • The company has a history of losses and cannot be certain of achieving or sustaining profitability.
  • Additional capital may be needed to support business growth or to make scheduled payments on or refinance existing indebtedness, which may have restrictive terms or be unavailable.
  • Volatility and weakness in bank and capital markets may adversely affect credit availability and related financing costs.
  • Acquisitions of Reseller Partners' businesses and other complementary businesses could prove difficult to integrate, result in unknown liabilities, disrupt business, dilute stockholder value, and adversely affect operating results.
  • Privacy concerns and evolving laws and regulations (e.g., CCPA, IBIPA, GDPR) may limit the effectiveness of applications and adversely affect the business.
  • The adoption of new or interpretation of existing money service business statutes and money transmitter statutes could subject the company to additional regulation and expense, necessitating changes to its business model.
  • Software and solutions may not function adequately, which could damage reputation and give rise to claims.
  • Dependence on data centers and computing infrastructure operated by third parties means any disruption in these operations or changes of these providers could adversely affect the business.
  • Significant costs are incurred as a result of operating as a public company, with risks of failing to comply with applicable rules, leading to sanctions or penalties.
  • Reliance on a single or limited number of suppliers for key components of Time and Attendance products creates risks of shortages, price increases, tariffs, or discontinuation.
  • The company has previously identified a material weakness in internal control over financial reporting and may do so again, or fail to maintain an effective system, potentially resulting in material misstatements.
  • Inability to release timely updates to products to reflect changes in wage and hour laws, tax, privacy, benefit, and other regulations could adversely affect market acceptance and revenue.
  • Failure to develop enhancements and new features, keep pace with technological developments, or respond to future technologies could adversely affect business, operating results, and financial results.
  • Business depends substantially on clients renewing agreements, purchasing additional products, or adding users; non-renewal or reduction in services would decline revenue.
  • Client funds held in trust are subject to market, interest rate, credit, and liquidity risk; loss of these funds could have a material adverse effect on the business.
  • The markets in which the company participates are highly competitive, and failure to compete effectively could adversely affect operating results.
  • Clients could have insufficient funds to cover payments made on their behalf or credit extended, resulting in financial loss to the company.
  • Banking partners limiting the ability to process funds or inability to increase ACH capacity could adversely affect fund processing and liquidity.
  • Significant amounts of goodwill and intangible assets on the balance sheet are subject to impairment, which would adversely affect business, operating results, and financial condition.
  • Failure to adequately protect proprietary rights could impair competitive advantage, reduce revenue, and incur costly litigation.
  • Risk of being sued by third parties for infringement of their proprietary rights.
  • No guarantee that demand for SaaS products generally or the company's products in particular will increase, even if demand for HCM products and services increases generally.
  • Subject to claims, lawsuits, governmental investigations, and other proceedings that could adversely affect business, financial condition, and results of operations.
  • Advancements and adoption of artificial intelligence (AI) could reduce demand for solutions, potentially through workforce reduction or alternative AI-driven platforms.
  • Issues in the use of AI in HCM products and services (e.g., inaccurate, biased, incomplete outputs) may result in reputational harm or liability.
  • Changes in financial accounting standards or practices may cause adverse, unexpected financial reporting fluctuations.
  • Use of open-source software in applications may expose the company to risks and harm intellectual property rights.
  • Adverse effects from the failure of third parties (e.g., banking, mail, hosting) in providing their services.
  • Ability to use net operating loss carryforwards and certain other tax attributes may be limited due to ownership changes under Sections 382 and 383 of the Internal Revenue Code.
  • Inability to maintain third-party licensed software at current costs could result in increased costs or reduced service levels.
  • Evolving regulation of the Internet, changes in underlying infrastructure, or interruptions in Internet access may adversely affect business.
  • A portion of accounts receivable is related to tax processing services for Employee Retention Tax Credits (ERTC) under the CARES Act, with collection risks due to deferred payments and potential IRS challenges.
  • Loss of key personnel, including key management, or inability to attract and retain additional personnel could disrupt operations and harm growth efforts.
  • Adverse tax laws or regulations could be enacted, or existing laws applied, increasing service costs and adversely impacting the business.
  • Political, economic, and social factors (e.g., trade policies, interest rates, inflation, international conflicts) may materially adversely affect business and financial results.
  • Sales, or the potential for sales, of a substantial number of shares of common stock in the public market could cause the stock price to fall.
  • Common stock has traded in low volumes, and there is no prediction whether an active trading market will develop.
  • Stock price has been, and likely will continue to be, volatile.
  • No intention to pay dividends for the foreseeable future; investors must rely on increases in the market price of common stock for returns.
  • The stockholder rights plan (poison pill) includes terms and conditions that could discourage a takeover or other transaction that stockholders may consider favorable.
  • Provisions in charter documents, the stockholder rights plan, and Delaware law could discourage a takeover that stockholders may consider favorable and may lead to entrenchment of management and the board of directors.
  • Business could be negatively affected by actions of activist stockholders, potentially impacting the trading value of securities.

Future Outlook

The company expects revenues to increase as it introduces new applications, expands its client base, and renews and expands relationships with existing clients. It plans to continue enhancing products and technologies by leveraging the latest tech stack, Robotic Process Automation (RPA), Artificial Intelligence (AI), and development partnerships. Expanded investment in product, engineering, SaaS hosting, mobile, and hardware technologies is anticipated to lay the groundwork for broader market opportunities and competitive differentiation. The company also plans to expand technological resources through organic improvements and acquired intellectual property, aiming to decrease the seasonality of its revenue cycle as clients utilize more non-payroll applications. While believing it has sufficient liquidity for the next 12 months, the company acknowledges it may need to raise additional capital for future growth and strategic acquisitions.

Management Comments

  • "We plan to continue to enhance our products and technologies by leveraging the latest technology stack, RPA, AI, and development partnerships."
  • "We expect that our expanded investment in product, engineering, SaaS hosting, mobile and hardware technologies will lay the groundwork for broader market opportunities and represent a key aspect of our competitive differentiation."
  • "Our initiatives include providing our customers with more accurate and efficient automation powered by an informed knowledge base."
  • "Our engineering team utilizes an AI development Copilot to increase their productivity and efficiency."
  • "Our operations team utilizes a digital assistant to allow for a more efficient and accurate way to automate repetitive tasks, which we believe will free up our time for more strategic work and reducing the risk of errors."
  • "We are committed to providing the best-in-class solutions."
  • "We believe we have the appropriate development team to design and enhance our solution suite and integrated platform."
  • "Management believes that the leased properties described above are adequate to meet Asures current operational requirements and can accommodate further physical expansion of office space as needed."
  • "Management has concluded that our internal control over financial reporting was effective as of December 31, 2025, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. generally accepted accounting principles."

Industry Context

StockSavvy.ai notes that Asure Software operates in a highly competitive and rapidly evolving Human Capital Management (HCM) industry, characterized by continuous technological advancements and shifting client needs. The company's focus on cloud-based SaaS solutions, including payroll, HR, time & attendance, and benefits administration, aligns with the broader industry trend towards digital transformation and integrated platforms. The increasing adoption of AI and automation, while presenting opportunities for efficiency, also poses a risk of reduced demand for traditional HCM solutions if clients reduce headcount or adopt AI-native platforms. Asure's strategy of acquiring Reseller Partners and complementary businesses is a common approach in a fragmented market to gain scale and expand geographic and industry niches.

Comparison to Industry Standards

  • Asure competes with major players in the HCM market, including ADP, Paychex, UKG, Paylocity, Paycom, Ceridian, isolved, and Gusto.
  • Larger competitors like ADP, Paychex, UKG, and Paylocity often hold an advantage due to extensive, field-based sales teams and the ability to offer 'loss-leader' products to secure long-term client relationships.
  • Asure positions itself with a flexible, easy-to-use, cloud-based SaaS solution that is affordable and features a proven deployment methodology, aiming to differentiate from larger, potentially less agile competitors.
  • The company's investment in Robotic Process Automation (RPA) and Artificial Intelligence (AI) development is consistent with broader industry trends towards automating HR processes and enhancing productivity, though it also acknowledges the competitive threat from advanced AI solutions.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Internal Control RemediationRemediation of a material weakness in internal control over financial reporting related to ineffective design and operations of controls over program change management, ensuring complete logging of all program and data changes.December 31, 2025Enhances reliability of financial reporting and reduces risk of material misstatements.
Cyber Risk Management ProgramImplementation of a comprehensive cyber risk management program adhering to NIST cybersecurity framework and risk management standards, maintained by a dedicated Security Operations Team.OngoingStrengthens cybersecurity posture, identifies and mitigates threats, and ensures continuous monitoring and assessment of controls.
Board Oversight of CybersecurityCybersecurity risks, emerging and existing threats, and the company's current security posture are presented to the board of directors quarterly.OngoingEnsures active board engagement and oversight in managing critical cybersecurity risks.
Stockholder Rights Plan ExtensionThe Fourth Amended and Restated Rights Agreement (poison pill) was dated effective October 28, 2025, extending its expiration date to October 28, 2028.October 28, 2025Could discourage unsolicited takeovers or other transactions not approved by the board, potentially limiting stockholder opportunities for premium acquisition prices.
Code of EthicsAdopted a Code of Business Conduct and Ethics that applies to directors, officers, and employees, accessible on the company's website.OngoingPromotes ethical conduct and compliance with legal and regulatory requirements across the organization.
Dodd-Frank Clawback PolicyA Dodd-Frank Clawback Policy is in place, as indicated by its inclusion as an exhibit.OngoingAligns executive compensation with financial performance and provides a mechanism to recover incentive-based compensation in case of restatements due to material noncompliance.

Legal Proceedings

  • As of December 31, 2025, the company was not currently a party to any material legal proceedings.

Stakeholder Impact

  • Shareholders face potential dilution from future equity financing or acquisitions, must rely on stock price appreciation for returns as no dividends are planned, and are exposed to stock price volatility. Anti-takeover provisions may limit opportunities for favorable acquisition premiums.
  • Employees may benefit from continued investment in R&D and technology, potentially leading to new opportunities and stock-based compensation, but also face the risk of workforce reduction due to AI and automation.
  • Customers can expect enhanced HCM solutions, improved automation, and compliance support, but may experience service disruptions due to security breaches or third-party failures, and face risks if Asure's products do not keep pace with regulatory changes.
  • Creditors are impacted by the increased debt from the MidCap Loan Agreement and the company's compliance with debt covenants, including the Total Leverage Ratio and minimum liquidity threshold.

Next Steps

  • Continue to enhance products and technologies, leveraging Robotic Process Automation (RPA) and Artificial Intelligence (AI).
  • Expand technological resources through organic improvements and acquired intellectual property.
  • Further integrate solutions to allow direct clients and Reseller Partners the ability to easily add and implement components across the entire solution set.
  • Potentially raise additional capital in the future to grow existing software operations and pursue additional strategic acquisitions.
  • The Compensation Committee approved the grant of performance stock units (PSUs) to key executives effective January 1, 2026, with Restricted Stock Units (RSUs) vesting through January 1, 2029.

Key Dates

DateDescription
October 28, 2009Stockholders received a dividend of one right (a Right) for each outstanding share of common stock.
July 2, 2011Amended and Restated Employment Agreement with Patrick Goepel.
December 13, 2012Registration Statement on Form S-3 filed.
May 11, 2017Restated Certificate of Incorporation filed.
June 2017Employee Stock Purchase Plan (Purchase Plan) approved by stockholders.
December 21, 2017Form of Indemnification Agreement and Executive Change in Control Severance Plan filed.
November 9, 2018Third Amended and Restated By-laws filed.
May 29, 20192018 Incentive Award Plan amended.
April 6, 2020Amendment to No. 1 to Third Amended and Restated Bylaws filed.
June 2, 2020Certificate of Amendment to Certificate of Incorporation filed.
May 27, 2020Employee Stock Purchase Plan amended.
May 31, 20222018 Incentive Award Plan amended.
December 31, 2022Subject to U.S. federal income tax examinations for years ending on or after this date.
December 31, 2023Balance at this date for stockholders equity.
January 1, 2024First Amendment to Executive Change in Control Severance Plan dated. Aggregate Treasury stock of prior repurchases was retired and subsequently issued.
April 2024Universal shelf registration statement on Form S-3 filed for up to $150,000 thousand. Acquisition shelf registration statement on Form S-4 filed for up to 12,500 shares.
April 19, 2024Shelf registration statements became effective.
July 11, 2024Purchased substantially all assets of an applicant tracking technology company.
October 31, 2024Entered into a Sales Agreement with Roth Capital Partners, LLC for an at-the-market offering program of up to $25,000 thousand of common stock.
December 31, 2024Fiscal year end for comparative financial data. Material weakness in internal controls over financial reporting identified.
April 10, 2025Entered into a Loan Agreement with MidCap Financial Trust for up to $60,000 thousand. Agreed to repay outstanding balance on unrelated third-party promissory note.
May 1, 2025Form of 2025 Performance Stock Unit Award Grant Notice and Performance Stock Unit Award Agreement filed.
June 2, 20252018 Incentive Award Plan amended.
June 30, 2025Aggregate market value of voting stock held by non-affiliates was $250,308,366. All $60,000 thousand from MidCap Loan Agreement funded.
July 1, 2025Acquired 100% of Lathem Time 2025 LLC. Limited Consent, Amendment No. 1 and Joinder to Credit, Security and Guaranty Agreement dated.
July 31, 2025Amendment No. 2 to the Credit, Security and Guaranty Agreement dated. Insider Trading Policy filed.
August 13, 2025Prepaid an acquisition-related promissory note through equity issuance.
October 28, 2025Fourth Amended and Restated Rights Agreement dated, extending the expiration date of the Rights to October 28, 2028.
October 30, 2025Partially repaid an acquisition-related promissory note through equity issuance and cash.
December 31, 2025Fiscal year end. Material weakness in internal control over financial reporting remediated.
January 1, 2026Compensation Committee approved the grant of performance stock units (PSUs) to Patrick Goepel, John Pence, and Eyal Goldstein.
February 25, 202628,373,354 shares of common stock were outstanding.
February 26, 2026Annual Report on Form 10-K dated and signed.
March 15, 2027Latest date for payment of Final Award for PSUs granted January 1, 2026.
January 1, 2029End of vesting period for RSUs from 2026 PSUs.
April 1, 2029Amortization Start Date for the MidCap loan.
July 1, 2029Latest maturity date for some subordinated promissory notes.
April 1, 2030Maturity Date of the Loan Agreement with MidCap.
October 28, 2028Expiration date of the Rights (poison pill).
2026-2042Net operating loss and research and development credit carryforwards will expire in varying amounts.

Recommendation

hold

Asure Software demonstrates strong revenue growth and strategic expansion through acquisitions, indicating a robust market position in HCM solutions. However, the persistent net losses and a substantial increase in interest expense raise concerns about profitability and debt management. The remediation of internal control weaknesses is positive, but the competitive landscape and evolving regulatory environment present ongoing challenges. Given the mixed financial performance and the balance of growth initiatives against profitability hurdles, a "hold" recommendation is appropriate for investors to monitor the company's ability to translate revenue growth into sustainable earnings and manage its debt obligations effectively.

Keywords

Human Capital Management, SaaS, Payroll & Tax, HR Management, Time & Attendance, Recruiting, Benefits Administration, Software Solutions, Cloud-based, SEC Filing, 10-K, Financial Results, Acquisitions, Corporate Governance, Risk Factors, ASUR, Artificial Intelligence, RPA

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