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Fri Oct 23 · markets open6 signals today103 insider buys this week · $208.8MCIRO short report next: Oct 31The week ahead

ASUR

ASURE SOFTWARE INC
NASDAQ · TECHNOLOGY · SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN
7.35
+0.29 +4.11%
USD · close Oct 22
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Work order
34
FLAG · shorts 34
Insiders, 90 days
0
no open-market filings in 90 days
Congress, 90 days
0 / 0
no disclosures naming it
Big money
0 / 15
none of the tracked funds disclose it
Calls on record
0
nobody we score has called it yet
MKT CAP $212.3MP/E —DIV YIELD —FCF YIELD 11.02%REV TTM —NET INCOME −$8.4MNET DEBT $49.2M52W 6.92 – 10.12SEC XBRL · TTM TO Invalid Date

How ASUR rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025
Text kept
59%
of sentences unchanged
Added
93
new sentences
Dropped
97
sentences removed
Length
−326
words, now 12,142

New in FY2025

  • Our solution involves the collection, storage and transmission of clients’ and their employees’ confidential and proprietary information, including personal identifying information such as social security numbers and data protected by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) with respect to our consumer health care administration services, as well as financial and payroll data.
  • We experienced a net loss from continuing operations of $13.1 million in the fiscal year ended December 31, 2025.
  • At December 31, 2025, our accumulated deficit was $320.4 million and total stockholders’ equity was $197.8 million.
  • We may need additional capital to support business growth or to make scheduled payments on or refinance our existing indebtedness.
  • Such additional capital may have restrictions that could adversely affect our financial condition and our ability to respond to changes in our business or may be prevented entirely by our existing restrictive covenants.
  • We intend to continue to make investments, including the acquisition of complementary businesses, to support our business growth and may need to respond to business challenges, including the need to develop new features or enhance our existing products, improve our operating infrastructure or acquire complementary businesses and technologies.
  • However, our business may not generate cash flow from operations in the future sufficient to service our debt and support our growth strategies.
  • Our future performance is subject to economic, financial, competitive, and other factors beyond our control.
  • If we are unable to generate sufficient cash flow, we may be required to pursue one or more alternatives, such as reducing or delaying investments or capital expenditures, selling assets, restructuring debt, or obtaining additional equity or debt financing.
  • If we raise additional funds through issuances of equity securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock.
  • If we incur debt to raise additional fund, we may not be able to do so on desirable terms.
  • New indebtedness may adversely affect our financial condition and ability to respond to changes may be impaired by vulnerability to adverse economic conditions, limitations to decision flexibility and cash flow, competitive disadvantage caused by new scheduled payments or covenant restrictions.
  • Our Credit, Security, and Guaranty Agreement with MidCap Financial Trust may further restrict our cash flow and business flexibility, as well as potentially restricting other debt financing from occurring at all.
  • Our agreement contains restrictive covenants, including restrictions on our ability to pay dividends to stockholders, as well as requirements to comply with certain leverage ratios and other financial maintenance tests and stringent requirements around regulatory compliance.
  • These restrictive covenants and requirements limit the amount of borrowings that are available to us.
  • The agreement covenants may also affect our ability to obtain future financing and to pursue attractive business opportunities and our flexibility in planning for, and reacting to, changes in business conditions.
  • In addition, if for any reason we are unable to meet our debt service and repayment obligations, we would be in default under the terms of the agreement, which would allow our creditors at that time to declare all outstanding indebtedness to be due and payable.
  • Under these circumstances, our lenders could compel us to apply all of our available cash to repay our indebtedness.
  • Our products and services are subject to various complex laws and regulations on the federal, state and local levels, including those governing data security, privacy, payroll, benefits administration, insurance brokerage, and other regulated service offerings.
  • As a provider of human capital management solutions and insurance brokerage services, we process sensitive employee and client data, including personal, financial, biometric, and health-related information, which subjects us to an extensive and evolving regulatory landscape that creates significant ongoing compliance obligations.
  • The regulatory framework for privacy and data security is rapidly evolving and will remain uncertain as more jurisdictions adopt laws and regulations regarding the collection, processing, storage and disposal of personal information.
  • In the United States, these laws include regulations promulgated by the Federal Trade Commission, HIPAA, and state security and privacy laws such as the California Consumer Privacy Act, as amended by the California Privacy Rights Act (the "CCPA"), and the Illinois Biometric Information Privacy Act ("IBIPA") governing biometric data.
  • Additional states have enacted comprehensive privacy laws in recent years, including Virginia, Colorado, Connecticut, Texas, and Oregon, among others, and further states may adopt similar legislation in the future.
  • These laws frequently track significant portions of existing frameworks but include differences that may increase our compliance burden.
  • Some of these laws, such as the CCPA and IBIPA, also grant consumers private rights of action for data breaches or violations, as applicable.
  • Beyond privacy, our services are subject to a broad range of additional federal and state laws and regulations, including the Fair Labor Standards Act, the Employee Retirement Income Security Act, COBRA, state wage and hour laws, IRS payroll tax regulations, anti-money laundering regulations, federal and state laws governing prepaid and payroll card products, and state insurance laws and regulations governing our insurance brokerage and third-party administrator ("TPA") activities.
  • We maintain insurance producer licenses in all 50 states and the District of Columbia, and TPA licenses in states where such licensure is required, and our ability to operate these lines of business depends on maintaining those licenses in good standing across each applicable jurisdiction.
  • Our insurance brokerage and TPA operations are subject to oversight by state departments of insurance in each jurisdiction in which we operate.
  • Because many of our solutions are designed to help clients manage their own compliance obligations, changes in applicable laws could simultaneously increase our own compliance burden while requiring us to rapidly update the tools and applications we provide to clients.
  • Changes in laws could also impact applications under development, rendering them inapplicable or obsolete mid-development and resulting in wasted time and development costs.
  • Certain of our product offerings are provided in partnership with or through third-party program managers, and any regulatory non-compliance or adverse regulatory action involving those third parties could disrupt our ability to offer such products and adversely affect our business and results of operations.
  • Our failure to comply with existing laws and regulations, or to anticipate and respond to regulatory changes in a timely fashion, may result in civil liability from our clients for noncompliance, regulatory fines, loss of reputation, and a material adverse effect on our business, financial condition, and results of operations.
  • Furthermore, we could fail to renew expiring licenses or have active licenses suspended or revoked for noncompliance with rules or regulations issued by licensing bodies, including state departments of insurance.
  • Any such failure could adversely affect our ability to offer certain services, damage client relationships, and harm our business and results of operations.
  • As part of our payroll processing services, we impound funds from employer clients and remit payments to employees, taxing authorities, and designated third parties on their behalf.
  • This money movement activity subjects us to federal and state laws and regulations governing money service businesses and money transmitters, the application of which to payroll processors continues to evolve across jurisdictions.
  • The adoption of new money transmitter or money service business statutes in new jurisdictions, changes in regulators' interpretations of existing statutes, or disagreement by regulators with our interpretation of such statutes or regulations could require additional registrations or licensing, limit certain of our business activities until we are properly licensed, and expose us to financial penalties.
  • These occurrences could also require changes to the manner in which we conduct some aspects of our money movement business or our overall business strategy.
  • At the federal level, the Financial Crimes Enforcement Network (“FinCEN”) has not declared payroll processing to constitute money transmission.
  • Nonetheless, out of an abundance of caution, we have proactively registered with FinCEN and maintain a comprehensive Anti-Money Laundering ("AML") Policy and compliance program designed to mitigate the risk of our services being utilized for illegal purposes, including money laundering, and to assist in detecting fraud.

and 53 more.

Gone since FY2024

  • Our solution involves the collection, storage and transmission of clients’ and their employees’ confidential and proprietary information, including personal identifying information such as social security numbers and HIPAA data with respect to our consumer health care administration services, as well as financial and payroll data.
  • We have identified a material weakness in our internal control over financial reporting and may identify additional material weaknesses in the future, fail to remediate the identified material weakness, or otherwise fail to maintain an effective system of internal control, all of which, if they occur, may result in material misstatements of our financial statements.
  • In connection with the preparation of our Annual Report for the year ended December 31, 2024, we have identified a material weakness in our internal controls over financial reporting.
  • Controls and Procedures included in Item II of this Annual Report for more information about the identified material weakness.
  • We are in the process of designing and implementing measures to improve our internal controls over financial reporting and remediate the identified material weakness.
  • However, we cannot predict the success of these measures nor give assurance that these measures will remediate the material weakness or prevent additional material weaknesses or significant deficiencies in our internal controls over financial reporting from occuring.
  • If our remediation measures are insufficient to address the material weakness or additional material weaknesses or significant deficiencies in our internal control over financial reporting are discovered or occur in the future, we may not detect errors in a timely manner, our financial statements could be misstated, we could face a loss of confidence by stakeholders, or we could be subject to regulatory scrutiny, sanctions, or litigation, any of which could harm our business, financial condition, results of operations, or the market price of our securities.
  • We experienced a net loss from continuing operations of $11.8 million in the fiscal year ended December 31, 2024.
  • At December 31, 2024, our accumulated deficit was $307.2 million and total stockholders’ equity was $197.3 million.
  • Our products are subject to various complex laws and regulations on the federal, state and local levels, including those governing data security and privacy.
  • The regulatory framework for privacy issues is rapidly evolving and will remain uncertain as more jurisdictions adopt laws and regulations regarding the collection, processing, storage and disposal of personal information.
  • In the United States, the laws include regulations promulgated by the Federal Trade Commission, the Health Insurance Portability and Accountability Act of 1996, state data breach notification laws, and state security and privacy laws such as the California Consumer Privacy Act, as amended by the California Privacy Rights Act, (the “CCPA”) and the Illinois Biometric Information Privacy Act (“IBIPA”) governing biometric data.
  • Some of these laws, such as the CCPA and IBIPA, grant consumers private right of actions for data breaches or violations as applicable.
  • Additionally, new privacy legislation became effective throughout 2023 in many other states in which we operate.
  • These laws track significant portions of existing laws but include differences that may or may not increase our compliance burden.
  • Additional states may adopt privacy laws in the future that may increase our compliance burden.
  • Further, because some of our Reseller clients have clients in the European Union utilizing Asure’s Time and Attendance product, the GDPR may impact our processing of certain client and client employee information.
  • Failure to comply with laws, including security and privacy laws, could subject us to liability, fines, lawsuits and could require us to change our applications in order to comply.
  • In addition to governmental regulation, self-regulatory standards may place additional burdens on us.
  • Many of our customers expect us to meet voluntary certification or other standards established by third parties as well as other audited measures and controls.
  • If we are unable to maintain these certifications or meet these standards, it could adversely affect our ability to provide our solutions to certain customers and could harm our business.
  • Even the perception that the privacy of personal information is not satisfactorily protected or does not meet regulatory requirements could inhibit sales of our products or services, and could limit adoption of our cloud-based solutions.
  • Furthermore, certain of our products use client data to provide value to our solutions, aid in efficiency and reduce human error.
  • Evolving privacy requirements and privacy concerns could restrict our ability to store and process data, which may impact our ability to offer our services thereby reducing demand.
  • Enforcement actions and investigations could also impact us through increased costs, regulatory penalties, or restrictions on our business.
  • Our failure to comply with existing laws and regulations may result in adverse effects on our business, service and financial condition and failure to comply with licensing requirements or changing laws and regulations through modifications, developments, and enhancements to our products and services could have a material adverse effect on our business and results of operations.
  • Our services are subject to various laws and regulations including COBRA, HIPAA, laws and regulations promulgated by state wage and hour authorities, anti-money laundering regulations, and licensure requirements.
  • Failure to comply with the multiple laws and regulations that impact us may result in civil liability from our clients for noncompliance, regulatory fines, and loss of reputation in the event of a public regulatory investigation or consent order or civil lawsuit.
  • Moreover, many of our solutions are designed to assist our clients with their compliance with myriad government regulations and laws that continually change.
  • For example, regulatory changes in 2020 in response to the COVID-19 pandemic necessitated multiple product modifications to accommodate changes relevant to the collection and remittance of payroll tax, including payroll tax deferments.
  • The introduction of new regulatory requirements or changes in interpretation of existing laws or regulations could increase our cost of doing business.
  • As with the development changes necessitated with new regulations in response to COVID-19, changing regulatory requirements may require the introduction of new applications or enhancements, or may make new modifications or new applications more expensive or could prevent the introduction of new applications.
  • Changes in laws could also impact applications under development, rendering them in applicable or obsolete mid-development which could result in wasted time and development money.
  • Furthermore, we could fail to renew expiring licenses or have active licenses suspended or revoked for noncompliance with rules or regulations issued by the licensing bodies.
  • Any failure to anticipate and respond to these legal regulations and changes and provide tools and applications to solve for these changes in a timely fashion could adversely affect our reputation and affect our business and results of operations.
  • We may be required to incur debt to meet future capital requirements of our business.
  • Should we be required to incur debt, the restrictions imposed by the terms of such debt could adversely affect our financial condition and our ability to respond to changes in our business.
  • If we incur debt, we may be subject to the following risks: • our vulnerability to adverse economic conditions may be heightened; • our flexibility in planning for, or reacting to, changes in our business may be limited; • our debt covenants may affect our flexibility in planning for, and reacting to, changes in the economy and in our industry; • higher levels of debt may place us at a competitive disadvantage compared to our competitors or prevent us from pursuing opportunities; • covenants contained in the agreements governing our indebtedness may limit our ability to borrow additional funds and make certain investments; • a significant portion of our cash flow could be used to service our indebtedness; and • our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions or other general corporate purposes may be impaired.
  • We cannot assure you that our leverage and such restrictions will not materially and adversely affect our ability to finance our future operations or capital needs or to engage in other business activities.
  • We may require additional capital to support business growth, and this capital may not be available on acceptable terms, or at all.

and 57 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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