ASURE SOFTWARE INCASUR
ASURE SOFTWARE INC Debt Disclosure
NOTES PAYABLE
The following table summarizes our gross outstanding debt as of the dates indicated (in thousands):
| Maturity | Cash Interest Rate | December 31, 2025 | December 31, 2024 | ||||||||||||||||||||
Notes Payable – Acquisitions(1) | 08/01/2026 - 07/01/29 | 2.00% - 4.00% | $ | 10,775 | $ | 9,943 | |||||||||||||||||
| Notes Payable – Other | 11/01/25 | 10.00% | — | 5,000 | |||||||||||||||||||
| Senior Credit Facility | 04/01/2030 | 9.25% | 60,000 | — | |||||||||||||||||||
| Total Notes Payable | $ | 70,775 | $ | 14,943 | |||||||||||||||||||
(1)See Note 2 — Business Combinations and Asset Acquisitions for further discussion regarding the notes payable related to acquisitions.
The following table summarizes the debt issuance costs as of the dates indicated (in thousands):
| Gross Notes Payable | Debt Issuance Costs and Debt Discount | Net Notes Payable | |||||||||||||||
| December 31, 2025 | |||||||||||||||||
| Current portion of notes payable | $ | 4,834 | $ | (490) | $ | 4,344 | |||||||||||
| Notes payable, net of current portion | 65,941 | (2,659) | 63,282 | ||||||||||||||
| Total | $ | 70,775 | $ | (3,149) | $ | 67,626 | |||||||||||
| December 31, 2024 | |||||||||||||||||
| Current portion of notes payable | $ | 7,578 | $ | (570) | $ | 7,008 | |||||||||||
| Notes payable, net of current portion | 7,365 | (1,656) | 5,709 | ||||||||||||||
| Total | $ | 14,943 | $ | (2,226) | $ | 12,717 | |||||||||||
The following table summarizes the future principal payments related to our outstanding debt as of December 31, 2025 (in thousands):
| 2026 | $ | 4,834 | |||
| 2027 | 4,941 | ||||
| 2028 | — | ||||
| 2029 | 46,000 | ||||
| 2030 | 15,000 | ||||
| Total | $ | 70,775 | |||
Notes Payable - Acquisitions
As of December 31, 2025, we have eight outstanding subordinated promissory notes related to acquisitions that occurred during the year ended December 31, 2025 and prior years with a combined outstanding principal balance of $10,775 and maturity dates ranging from August 1, 2026 to July 1, 2029. See Note 2 — Business Combinations and Asset Acquisitions for further discussion regarding the issuance of notes payable related to acquisitions.
On August 13, 2025, we prepaid the outstanding balance on one of our acquisition-related promissory notes through the issuance of shares of our common stock. Prior to extinguishment, the promissory note had an outstanding principal balance of $1,000 and would mature on February 22, 2026. In connection with the extinguishment, the principal balance of the note was reduced by $118 for indemnifiable claims related to the acquisition. The remaining $956 of principal and accrued interest was repaid with 91 shares of common stock, having a fair value of $701.
On October 30, 2025, we partially repaid the outstanding balance on one of our acquisition-related promissory notes through the issuance of shares of our common stock and cash payment of accrued interest. Prior to the transaction, the promissory note had an outstanding principal balance of $3,000 and would mature on July 1, 2029. In connection with the partial extinguishment, the holders of the promissory note agreed to reduce the principal balance of the portion of the note by $300 in consideration of the early repayment. The remaining $1,700 of principal was repaid with 201 shares of common stock, having an estimated fair value of $1,511, and $20 of accrued interest was paid with cash. After the partial extinguishment, the outstanding principal balance of the note is $1,000.
Notes Payable - Other
In November 2024, we delivered a promissory note to an unrelated third party in exchange for cash. As of December 31, 2024, the promissory note had an outstanding principal balance of $5,000 and would mature on November 1, 2025. On April 10, 2025, we agreed to repay the outstanding balance on our unrelated third-party promissory note prior to its maturity using the proceeds of the Loan Agreement (described below). In connection with the extinguishment, we paid the lender an aggregate amount of $5,197 (the “Payoff Amount”) in full payment of our outstanding obligations under the Note. The Payoff Amount represented $5,097 of outstanding principal and interest on the unpaid principal balance and a $100 prepayment fee.
Senior Credit Facility
On April 10, 2025, we entered into a Loan Agreement with MidCap Financial Trust (“MidCap”) and the lenders from time to time party thereto (such lenders collectively with MidCap, the “Lenders”). Under the Loan Agreement, we may borrow up to $60,000 from the Lenders, all of which has been funded as of December 31, 2025. The maturity date of the loan as provided under the Loan Agreement is April 1, 2030 (the “Maturity Date”).
Interest on the outstanding loan balance is payable monthly in arrears at an annual rate of Term Secured Overnight Financing Rate (“SOFR”) plus 5.00%, subject to a SOFR floor of 2.00%. This rate was 9.25% as of December 31, 2025. Prior to April 1, 2029 (the “Amortization Start Date”), we must make interest-only payments on the outstanding loan balance. Commencing on the Amortization Start Date and continuing on the first day of each calendar month thereafter, we will pay an amount equal to the total principal of the outstanding loan balance divided by twelve (12), for a twelve (12) month straight-line amortization of equal monthly principal payments. Also on a monthly basis, we must pay an administrative agency fee to MidCap equal to 0.25% of the average end-of-day principal balance outstanding during the immediately preceding month. At the time of final payment under the loan, we will provide a final payment fee of 2.00% of the amount advanced thereunder except in the case of a refinance of the loan with MidCap and the Lenders.
We are subject to customary events of default as described in the Loan Agreement. In such event, and for so long as it continues, the outstanding loan balance will bear interest at 2.00% per annum in excess of the rate otherwise payable. The Loan Agreement is collateralized by substantially all of our assets except for all client funds balances and an amount of cash intended solely to cover employee wages, benefits, and taxes for a limited period. Under the Loan Agreement, we covenant to maintain a (1) Total Leverage Ratio (as defined in the Loan Agreement), as tested quarterly, no greater than 5.50 to 1.00, and (2) minimum liquidity threshold of $10,000. As of December 31, 2025, we are in compliance with all covenants under the Loan Agreement.
In connection with the Loan Agreement and subsequent draw, we incurred $2,025 of origination, legal, and other fees that represent debt financing costs to be deferred and amortized over the duration of the Loan Agreement. As a result, net proceeds of all borrowings under the Loan Agreement were $57,975.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2023 | Feb 26, 2024 | |
| 2022 | Feb 27, 2023 | |
| 2021 | Mar 14, 2022 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.