Financial Performance & Growth - Asure's Q2 2025 total revenue increased by 7% year-over-year to $30.1 million; excluding ERTC, revenue increased by 10%[13] - FY2025 revenue guidance is between $138 million and $142 million[15, 22] - Asure anticipates an adjusted EBITDA margin of 22%-24% for FY2025[17, 30] - The company has 93% net retention rate[15] Strategic Acquisitions & Business Model - Asure completed the acquisition of Lathem Time Corporation on July 1, 2025, adding scale to the time and attendance business and high-margin recurring revenue[13] - Asure serves over 100,000 clients and facilitates over $10 billion in money movement[15, 17] - The company's revenue model is shifting, with adjusted EBITDA approaching ~30% and operating income approaching ~20% as revenue scales[24] Market Opportunity & Strategy - The US HCM total addressable market (TAM) is projected to reach $90 billion, growing at a CAGR of 7.6% through 2025[38] - Asure's go-to-market strategy includes traditional organic growth, enhanced organic growth through resellers, and strategic inorganic growth via M&A[31, 33] - Approximately 60% of new clients come from trusted advisors like brokers, banks, and CPAs[51]

[Executive Summary & Business Highlights](index=1&type=section&id=Executive%20Summary%20%26%20Business%20Highlights) [Second Quarter 2025 Financial Highlights](index=1&type=section&id=Second%20Quarter%202025%20Financial%20Highlights) Asure Software reported a **7% increase** in total revenues to **$30.1 million** for Q2 2025, with recurring revenues growing **6%**, while net loss increased and Adjusted EBITDA improved Q2 2025 Key Financial Metrics | Metric | Q2 2025 (Millions) | Q2 2024 (Millions) | Change (YoY) | | :-------------------------- | :------------------ | :------------------ | :----------- | | Total Revenue | $30.1 | $28.0 | +7% | | Recurring Revenue | $28.6 | $27.1 | +6% | | Net Loss | $(6.1) | $(4.4) | -38.6% | | EBITDA | $1.4 | $1.3 | +7.7% | | Adjusted EBITDA | $5.2 | $4.1 | +26.8% | | Gross Profit | $19.9 | $18.9 | +5.3% | | Non-GAAP Gross Profit | $21.9 | $20.4 | +7.4% | | Non-GAAP Gross Margin | 73% | 73% | 0% | [First Half 2025 Financial Highlights](index=1&type=section&id=First%20Half%202025%20Financial%20Highlights) For the first half of 2025, Asure's total revenue increased by **9%** to **$65.0 million**, with recurring revenue up **8%**, net loss widened, but Adjusted EBITDA showed strong growth H1 2025 Key Financial Metrics | Metric | H1 2025 (Millions) | H1 2024 (Millions) | Change (YoY) | | :-------------------------- | :------------------ | :------------------ | :----------- | | Total Revenue | $65.0 | $59.7 | +9% | | Revenue (excl. ERTC) | $64.7 | N/A | +11% | | Recurring Revenue | $61.8 | $57.3 | +8% | | Net Loss | $(8.5) | $(4.7) | -80.9% | | EBITDA | $5.6 | $5.7 | -1.8% | | Adjusted EBITDA | $12.6 | $10.9 | +15.6% | | Gross Profit | $44.5 | $41.5 | +7.2% | | Non-GAAP Gross Profit | $48.1 | $44.2 | +8.8% | | Non-GAAP Gross Margin | 74% | 74% | 0% | [Recent Business Highlights](index=1&type=section&id=Recent%20Business%20Highlights) Asure completed the acquisition of Lathem Time for **$39.5 million**, expected to enhance its time and attendance business and create cross-selling opportunities for HCM products - Acquired Lathem Time for **$39.5 million** on July 1, 2025, a company specializing in cloud-based time and attendance solutions[4](index=4&type=chunk) - The acquisition is expected to complement Asure's focus on growing businesses by adding to its existing time and attendance business, bringing additional high-margin recurring revenue, and accelerating cross-selling opportunities for HCM products[4](index=4&type=chunk)[7](index=7&type=chunk) [Management Commentary](index=2&type=section&id=Management%20Commentary) CEO Pat Goepel highlighted **7% revenue growth** in Q2 2025, driven by Payroll Tax Management and improved HCM product attach rates, and the strategic Lathem Time acquisition - Q2 2025 revenue increased **7%** (**10%** excluding ERTC), driven by strong performance in Payroll Tax Management and improved HCM product attach rates[6](index=6&type=chunk) - The acquisition of Lathem Time is expected to add scale to the existing time and attendance business, generate high-margin recurring revenue, and accelerate cross-selling of Asure's HCM products[7](index=7&type=chunk) [Guidance and Outlook](index=2&type=section&id=Guidance%20and%20Outlook) [Third Quarter 2025 and Full Year 2025 Revenue Guidance Ranges](index=2&type=section&id=Third%20Quarter%202025%20and%20Full%20Year%202025%20Revenue%20Guidance%20Ranges) Asure provided Q3 2025 guidance and increased its full-year 2025 revenue range, reflecting year-to-date results and the Lathem Time acquisition, with a slight adjustment to Adjusted EBITDA margin Revenue and Adjusted EBITDA Guidance | Guidance Range | Q3-2025 | Prior FY-2025 | New FY-2025 | | :--------------- | :-------- | :------------ | :---------- | | Revenue | $35.0M - $37.0M | $134.0M - $138.0M | $138.0M - $142.0M | | Adjusted EBITDA | $7.0M - $9.0M | 23% - 24% | 22% - 24% | - The full year 2025 revenue range was increased based on year-to-date results and the recent acquisition of Lathem Time Corporation[8](index=8&type=chunk) [Company Information & Non-GAAP Definitions](index=3&type=section&id=Company%20Information%20%26%20Non-GAAP%20Definitions) [Conference Call Details](index=3&type=section&id=Conference%20Call%20Details) Asure management hosted a conference call on July 31, 2025, to discuss Q2 2025 results, with broadcast and replay available on the investor relations website - Asure management hosted a conference call on July 31, 2025, at 3:30 pm Central (4:30 pm Eastern) to discuss results[14](index=14&type=chunk) [About Asure Software, Inc.](index=3&type=section&id=About%20Asure%20Software%2C%20Inc.) Asure Software provides cloud-based Human Capital Management (HCM) software solutions, including HR, payroll, time and attendance, benefits, and talent management, integrating AI for compliance scalability - Asure provides cloud-based Human Capital Management (HCM) software solutions, including HR, payroll, time and attendance, benefits administration, payroll tax management, and talent management[15](index=15&type=chunk) - The company utilizes AI technology in its HR compliance services to improve scalability and efficiency[15](index=15&type=chunk) [Non-GAAP and Adjusted Financial Measures](index=3&type=section&id=Non-GAAP%20and%20Adjusted%20Financial%20Measures) This section defines various non-GAAP and adjusted financial measures used by Asure, such as non-GAAP gross profit, EBITDA, and Adjusted EBITDA, to provide supplemental information for evaluating operational performance - Non-GAAP and adjusted financial measures are used to provide supplemental information for investors to evaluate the Company's results in the same way management does, offering a more complete view of operational performance[10](index=10&type=chunk)[16](index=16&type=chunk) - Management believes these measures allow for meaningful period-to-period comparisons and analysis of trends, and facilitate comparison against other companies reporting similar non-GAAP results[10](index=10&type=chunk) [Definition of Non-GAAP Gross Profit](index=3&type=section&id=Definition%20of%20Non-GAAP%20Gross%20Profit) - Non-GAAP gross profit excludes amortization, share-based compensation, and one-time items from GAAP gross profit[17](index=17&type=chunk) [Definition of Non-GAAP Sales and Marketing Expense](index=3&type=section&id=Definition%20of%20Non-GAAP%20Sales%20and%20Marketing%20Expense) - Non-GAAP sales and marketing expense excludes share-based compensation and one-time items[17](index=17&type=chunk) [Definition of Non-GAAP General and Administrative Expense](index=3&type=section&id=Definition%20of%20Non-GAAP%20General%20and%20Administrative%20Expense) - Non-GAAP general and administrative expense excludes share-based compensation and one-time items[17](index=17&type=chunk) [Definition of Non-GAAP Research and Development Expense](index=3&type=section&id=Definition%20of%20Non-GAAP%20Research%20and%20Development%20Expense) - Non-GAAP research and development expense excludes share-based compensation and one-time items[18](index=18&type=chunk) [Definition of EBITDA](index=3&type=section&id=Definition%20of%20EBITDA) - EBITDA excludes interest, income taxes, depreciation, and amortization from net income (loss)[18](index=18&type=chunk) [Definition of Adjusted EBITDA](index=3&type=section&id=Definition%20of%20Adjusted%20EBITDA) - Adjusted EBITDA excludes share-based compensation, other income (expense), net, and one-time expenses from EBITDA[19](index=19&type=chunk) [Specific Adjustments for Non-GAAP Measures](index=4&type=section&id=Specific%20Adjustments%20for%20Non-GAAP%20Measures) - Adjustments include Share-Based Compensation Expenses (for employee retention, not operational performance), Depreciation (of fixed assets and capitalized software), Amortization of Purchased Intangibles (from pre-acquisition activities), Interest Expense, Net (accrued interest, debt discounts, deferred financing costs), and Income Taxes[21](index=21&type=chunk)[22](index=22&type=chunk)[23](index=23&type=chunk)[24](index=24&type=chunk)[25](index=25&type=chunk) - One-Time Expenses are excluded to normalize comparable reporting periods, as they are generally non-recurring, not budgeted, and infrequent, including Settlements, Penalties and Interest; Acquisition and Transaction Related Costs; and Other non-recurring Expenses (e.g., asset write-offs, demolition, cybersecurity consultants)[25](index=25&type=chunk)[26](index=26&type=chunk)[27](index=27&type=chunk)[28](index=28&type=chunk) - Other (Expense) Income, Net is excluded as it contains items not reflective of underlying operational results, such as loan forgiveness or CARES Act credits[29](index=29&type=chunk) [Legal & Disclosures](index=5&type=section&id=Legal%20%26%20Disclosures) [Use of Forward-Looking Statements](index=5&type=section&id=Use%20of%20Forward-Looking%20Statements) This section outlines that the press release contains forward-looking statements regarding financial results and operational performance, cautioning that actual results may differ materially due to various risks and uncertainties - The press release includes forward-looking statements about financial results and operational performance, identified by words like 'believe,' 'may,' 'will,' 'estimate,' and 'expect'[31](index=31&type=chunk) - These statements are based on current expectations and projections, but actual results could differ materially due to various risks and uncertainties[31](index=31&type=chunk) - Key risks include security breaches, regulatory developments (privacy, data security, money transmitter laws), impacts of acquisitions, software functionality issues, customer non-renewal, and the expiration of Employee Retention Tax Credits (ERTC)[32](index=32&type=chunk) [Financial Statements](index=6&type=section&id=Financial%20Statements) [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Asure's balance sheet as of June 30, 2025, shows a significant increase in total assets, primarily driven by a rise in cash and client funds, with total liabilities also increasing and stockholders' equity slightly decreasing Balance Sheet Summary | Metric (in thousands) | June 30, 2025 | December 31, 2024 | Change | | :-------------------- | :------------ | :---------------- | :----- | | Cash, cash equivalents, and restricted cash | $66,000 | $21,425 | +$44,575 | | Funds held for clients | $213,972 | $192,615 | +$21,357 | | Total current assets | $299,575 | $237,277 | +$62,298 | | Total assets | $505,565 | $436,638 | +$68,927 | | Current portion of notes payable | $3,032 | $7,008 | -$3,976 | | Client fund obligations | $214,839 | $194,378 | +$20,461 | | Total current liabilities | $235,307 | $223,636 | +$11,671 | | Notes payable, net of current portion | $64,350 | $5,709 | +$58,641 | | Total liabilities | $311,313 | $239,323 | +$71,990 | | Total stockholders' equity | $194,252 | $197,315 | -$3,063 | [Condensed Consolidated Statements of Comprehensive Loss](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Loss) Asure reported a wider net loss for Q2 and H1 2025 compared to prior periods, despite revenue growth, due to increased operating expenses, particularly in sales and marketing and amortization Statements of Comprehensive Loss | Metric (in thousands) | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :-------------------- | :------ | :------ | :------ | :------ | | Total Revenue | $30,124 | $28,044 | $64,978 | $59,696 | | Gross Profit | $19,911 | $18,868 | $44,519 | $41,475 | | Sales and marketing | $8,149 | $6,924 | $16,535 | $14,691 | | General and administrative | $10,968 | $10,118 | $22,868 | $20,181 | | Research and development | $1,273 | $1,962 | $3,302 | $3,731 | | Amortization of intangible assets | $4,173 | $4,046 | $8,481 | $7,495 | | Total operating expenses | $24,563 | $23,050 | $51,186 | $46,098 | | Loss from operations | $(4,652) | $(4,182) | $(6,667) | $(4,623) | | Net loss | $(6,123) | $(4,360) | $(8,521) | $(4,668) | | Basic and diluted loss per share | $(0.22) | $(0.17) | $(0.31) | $(0.18) | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the first half of 2025, Asure generated **$5.2 million** in cash from operating activities, a significant improvement, while investing activities saw increased cash usage, and financing activities provided substantial cash inflow Statements of Cash Flows | Metric (in thousands) | H1 2025 | H1 2024 | | :-------------------- | :------ | :------ | | Net cash provided by (used in) operating activities | $5,151 | $(1,719) | | Net cash used in investing activities | $(17,814) | $(7,359) | | Net cash provided by (used in) financing activities | $73,097 | $(27,935) | | Net increase in cash, cash equivalents, restricted cash, and restricted cash equivalents | $60,434 | $(37,013) | | Cash, cash equivalents, restricted cash and restricted cash equivalents, end of period | $206,146 | $140,609 | - Operating activities shifted from a cash outflow of **$1.7 million** in H1 2024 to a cash inflow of **$5.2 million** in H1 2025[40](index=40&type=chunk) - Significant cash inflows from financing activities in H1 2025 were primarily due to **$57.9 million** in proceeds from notes payable and a **$20.5 million** net increase in client fund obligations[40](index=40&type=chunk) [Non-GAAP Reconciliations](index=10&type=section&id=Non-GAAP%20Reconciliations) [Reconciliation of Non-GAAP and Adjusted Financial Measures](index=10&type=section&id=Reconciliation%20of%20Non-GAAP%20and%20Adjusted%20Financial%20Measures) This section provides detailed reconciliations of GAAP financial measures to their non-GAAP and adjusted counterparts, illustrating adjustments for items like share-based compensation, depreciation, amortization, and one-time expenses Non-GAAP and Adjusted Financial Measures Reconciliation | Metric (in thousands) | Q2 2025 | Q2 2024 | | :-------------------- | :------ | :------ | | GAAP Gross Profit | $19,911 | $18,868 | | Non-GAAP Gross Profit | $21,857 | $20,373 | | GAAP Net Loss | $(6,123) | $(4,360) | | Adjusted EBITDA | $5,242 | $4,057 | | Adjusted EBITDA Margin | 17.4% | 14.5% | - Adjustments for Non-GAAP Gross Profit primarily include share-based compensation, depreciation, amortization of intangibles, and one-time expenses[46](index=46&type=chunk) - Adjustments from GAAP Net Loss to Adjusted EBITDA include interest expense, income taxes, depreciation, amortization of intangibles, share-based compensation, one-time expenses (settlements, acquisition costs, other non-recurring), and other expense (income), net[48](index=48&type=chunk)

[PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section presents the unaudited condensed consolidated financial statements and management's discussion and analysis of the company's financial performance and condition [ITEM 1. FINANCIAL STATEMENTS (Unaudited)](index=3&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS%20(Unaudited)) This section presents the unaudited condensed consolidated financial statements, including the balance sheets, statements of comprehensive loss, statements of changes in stockholders' equity, and statements of cash flows, along with their accompanying notes, for the periods ended June 30, 2025, and December 31, 2024 [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets increased, driven by cash and client funds, while liabilities rose from notes payable and client obligations | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | Change ($) | Change (%) | | :----------------------------------- | :----------------------------- | :------------------------------- | :--------- | :--------- | | Total Assets | $505,565 | $436,638 | $68,927 | 15.78% | | Cash, cash equivalents, and restricted cash | $66,000 | $21,425 | $44,575 | 208.06% | | Funds held for clients | $213,972 | $192,615 | $21,357 | 11.09% | | Total Liabilities | $311,313 | $239,323 | $71,990 | 30.08% | | Notes payable, net | $67,382 | $12,717 | $54,665 | 430.02% | | Total Stockholders' Equity | $194,252 | $197,315 | $(3,063) | -1.55% | [Condensed Consolidated Statements of Comprehensive Loss](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Loss) Net loss increased due to higher operating expenses and a significant rise in interest expense for both periods | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change ($) | Change (%) | | :-------------------- | :------------------------------- | :------------------------------- | :--------- | :--------- | | Total Revenue | $30,124 | $28,044 | $2,080 | 7.42% | | Gross Profit | $19,911 | $18,868 | $1,043 | 5.53% | | Loss from Operations | $(4,652) | $(4,182) | $(470) | 11.24% | | Interest Expense | $(809) | $(208) | $(601) | 288.94% | | Net Loss | $(6,123) | $(4,360) | $(1,763) | 40.44% | | Basic Loss Per Share | $(0.22) | $(0.17) | $(0.05) | 29.41% | | Metric (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change ($) | Change (%) | | :-------------------- | :----------------------------- | :----------------------------- | :--------- | :--------- | | Total Revenue | $64,978 | $59,696 | $5,282 | 8.85% | | Gross Profit | $44,519 | $41,475 | $3,044 | 7.34% | | Loss from Operations | $(6,667) | $(4,623) | $(2,044) | 44.21% | | Interest Expense | $(1,260) | $(388) | $(872) | 224.74% | | Net Loss | $(8,521) | $(4,668) | $(3,853) | 82.54% | | Basic Loss Per Share | $(0.31) | $(0.18) | $(0.13) | 72.22% | [Condensed Consolidated Statements of Changes in Stockholders' Equity](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity) Stockholders' equity slightly decreased due to net loss, partially offset by stock issuance and share-based compensation | Metric (in thousands) | December 31, 2024 | June 30, 2025 | | :-------------------- | :---------------- | :------------ | | Total Stockholders' Equity | $197,315 | $194,252 | | Accumulated Deficit | $(307,226) | $(315,747) | | Additional Paid-in Capital | $504,849 | $509,630 | | Common Stock Outstanding (shares) | 26,671 | 27,365 | - The company issued **451 shares** upon option exercise and vesting of restricted/performance stock units, and **54 shares** through ESPP during the six months ended June 30, 2025, contributing to an increase in additional paid-in capital[16](index=16&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Cash and equivalents significantly increased, driven by financing activities and new notes payable | Cash Flow Activity (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change ($) | | :-------------------------------- | :----------------------------- | :----------------------------- | :--------- | | Net cash provided by (used in) operating activities | $5,151 | $(1,719) | $6,870 | | Net cash used in investing activities | $(17,814) | $(7,359) | $(10,455) | | Net cash provided by (used in) financing activities | $73,097 | $(27,935) | $101,032 | | Net increase (decrease) in cash, cash equivalents, restricted cash, and restricted cash equivalents | $60,434 | $(37,013) | $97,447 | | End of period cash, cash equivalents, restricted cash, and restricted cash equivalents | $206,146 | $140,609 | $65,537 | - Financing activities were significantly boosted by **$57,982 (in thousands)** in net proceeds from notes payable (MidCap Loan Agreement) and a **$20,461 (in thousands)** net increase in client fund obligations for the six months ended June 30, 2025[21](index=21&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) These notes detail the company's operations, accounting policies, financial instruments, assets, liabilities, and key events [NOTE 1 - THE COMPANY AND BASIS OF PRESENTATION](index=9&type=section&id=NOTE%201%20-%20THE%20COMPANY%20AND%20BASIS%20OF%20PRESENTATION) Asure Software, Inc. provides cloud-based HCM SaaS solutions, including payroll and HR, through direct and partner channels - Asure Software, Inc. provides cloud-based Human Capital Management (HCM) software solutions as **Software-as-a-Service (SaaS)**[25](index=25&type=chunk) - Core offerings include **Payroll & Tax filing**, **Recruiting**, **Time & Attendance software**, **HR management tools**, and **Benefits Administration**[25](index=25&type=chunk) - Solutions are delivered directly and through a national network of **Reseller Partners** and **Referral Partners**[25](index=25&type=chunk)[26](index=26&type=chunk) [NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES](index=10&type=section&id=NOTE%202%20-%20SIGNIFICANT%20ACCOUNTING%20POLICIES) The company operates as a single segment, primarily from US payroll services, with key accounting policies on estimates and restricted cash - The company has a **single reportable segment**, primarily generating revenue from **payroll services** in the United States[32](index=32&type=chunk) - As of June 30, 2025, **$40,000 (in thousands)** of restricted cash is held, designated solely for **Permitted Acquisitions** under the Loan Agreement with MidCap Financial Trust[35](index=35&type=chunk) - The FASB issued **ASU No. 2023-09, 'Improvements to Income Tax Disclosures,'** effective for public entities for annual periods beginning after December 15, 2024, which the company is currently evaluating[36](index=36&type=chunk) [NOTE 3 - BUSINESS COMBINATIONS AND ASSET ACQUISITIONS](index=11&type=section&id=NOTE%203%20-%20BUSINESS%20COMBINATIONS%20AND%20ASSET%20ACQUISITIONS) Asure completed four customer relationship acquisitions in H1 2025, following 2024 acquisitions of an applicant tracking company and other assets - During the six months ended June 30, 2025, Asure completed **four customer relationship asset acquisitions** for a total purchase price of **$8,086 (in thousands)**[38](index=38&type=chunk) - Effective July 11, 2024, Asure acquired an **applicant tracking technology company** for **$15,162 (in thousands)**, allocating **$2,700** to customer relationships, **$3,200** to developed technology, and **$8,713** to goodwill[39](index=39&type=chunk)[40](index=40&type=chunk)[41](index=41&type=chunk) - During the year ended December 31, 2024, Asure completed **eleven customer relationship asset acquisitions** for a total purchase price of **$15,202 (in thousands)**[42](index=42&type=chunk) [NOTE 4 - INVESTMENTS AND FAIR VALUE MEASUREMENTS](index=12&type=section&id=NOTE%204%20-%20INVESTMENTS%20AND%20FAIR%20VALUE%20MEASUREMENTS) Financial assets at fair value include money market funds and available-for-sale securities, totaling $77.109 million | Asset Category (in thousands) | June 30, 2025 (Fair Value) | December 31, 2024 (Fair Value) | | :---------------------------- | :------------------------- | :----------------------------- | | Money market funds | $3,283 | $8,105 | | Available-for-sale securities | $73,826 | $68,328 | | Total | $77,109 | $76,433 | - Available-for-sale securities primarily include **corporate debt securities ($66,671 thousand)**, **municipal bonds ($1,957 thousand)**, and **U.S. Government agency securities ($5,198 thousand)** as of June 30, 2025[48](index=48&type=chunk) - Funds held for clients, totaling **$213,972 (in thousands)** as of June 30, 2025, are invested in restricted cash, cash equivalents, and marketable securities to satisfy payroll and payroll tax filing obligations[49](index=49&type=chunk) [NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS](index=14&type=section&id=NOTE%205%20-%20GOODWILL%20AND%20OTHER%20INTANGIBLE%20ASSETS) Goodwill remained constant, while gross intangible assets increased due to acquisitions, with amortization expense totaling $8.481 million | Intangible Asset (in thousands) | December 31, 2024 | Acquisitions | June 30, 2025 | | :------------------------------ | :---------------- | :----------- | :------------ | | Goodwill | $94,724 | $— | $94,724 | | Customer relationships | $148,097 | $9,383 | $157,480 | | Developed technology | $15,201 | $— | $15,201 | | Trade names | $880 | $— | $880 | | Non-compete agreements | $1,032 | $— | $1,032 | | Total Gross Intangible Assets | $165,210 | $9,383 | $174,593 | | Metric (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :----------------------------- | :----------------------------- | | Amortization expenses (operating expenses) | $8,481 | $7,495 | | Amortization expenses (cost of sales) | $420 | $100 | - Future estimated amortization expense for intangible assets is projected to be **$9,024 (in thousands)** for the remainder of 2025 and **$14,974 (in thousands)** for 2026[53](index=53&type=chunk) [NOTE 6 - NOTES PAYABLE](index=15&type=section&id=NOTE%206%20-%20NOTES%20PAYABLE) Gross notes payable significantly increased due to a new $60 million MidCap Loan Agreement, subject to financial covenants | Debt Category (in thousands) | June 30, 2025 | December 31, 2024 | | :--------------------------- | :------------ | :---------------- | | Notes Payable – Acquisitions | $11,345 | $9,943 | | Notes Payable – Other | $— | $5,000 | | Notes Payable – MidCap | $60,000 | $— | | Gross Notes Payable | $71,345 | $14,943 | - On April 10, 2025, the company entered into a Loan Agreement with **MidCap Financial Trust** for up to **$60,000 (in thousands)**, all of which was funded by June 30, 2025. The loan matures on **April 1, 2030**, with interest-only payments until **April 1, 2029**[59](index=59&type=chunk)[60](index=60&type=chunk)[61](index=61&type=chunk) - The MidCap loan has an annual interest rate of **Term SOFR plus 5.00% (9.33% as of June 30, 2025)** and requires compliance with a **Total Leverage Ratio (no greater than 5.50 to 1.00)** and a **minimum liquidity threshold (10.00% of outstanding principal)**[61](index=61&type=chunk) [NOTE 7 – CONTRACTS WITH CUSTOMERS AND REVENUE CONCENTRATION](index=17&type=section&id=NOTE%207%20%E2%80%93%20CONTRACTS%20WITH%20CUSTOMERS%20AND%20REVENUE%20CONCENTRATION) Receivables from customer contracts decreased, with significant revenue expected from remaining obligations and no major customer concentration | Metric (in thousands) | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :---------------- | | Accounts receivable, net | $13,623 | $18,154 | | Contract assets | $2,885 | $1,712 | | Deferred commission costs | $13,317 | $12,351 | - Approximately **$82,390 (in thousands)** of revenue is expected to be recognized from remaining performance obligations as of June 30, 2025, with about **27%** recognized within the next twelve months[68](index=68&type=chunk) - No customer represented more than **10%** of net accounts receivable or consolidated revenue for the periods presented[64](index=64&type=chunk)[69](index=69&type=chunk) [NOTE 8 - COMMITMENTS AND CONTINGENCIES](index=17&type=section&id=NOTE%208%20-%20COMMITMENTS%20AND%20CONTINGENCIES) The company holds operating lease agreements with $6.912 million in minimum payments and no material legal proceedings | Lease Metric (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------- | :----------------------------- | :----------------------------- | | Operating lease cost | $1,054 | $953 | | Net rent expense | $1,054 | $949 | | Future Minimum Lease Payments (in thousands) | Amount | | :------------------------------------------- | :----- | | 2025 (Remaining) | $992 | | 2026 | $1,801 | | 2027 | $1,588 | | 2028 | $1,417 | | 2029 | $879 | | 2030 | $208 | | Thereafter | $27 | | Total minimum lease payments | $6,912 | | Less: imputed interest | $(1,260) | | Total lease liabilities | $5,652 | - As of June 30, 2025, the company was not a party to any **material legal proceedings**[73](index=73&type=chunk) [NOTE 9 - SHARE-BASED COMPENSATION](index=19&type=section&id=NOTE%209%20-%20SHARE-BASED%20COMPENSATION) Share-based compensation expense increased, with 2,428 options, RSUs, and PSUs outstanding, and new PSU grants | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Share-based compensation | $1,891 | $1,488 | $3,754 | $3,390 | - As of June 30, 2025, **2,428 options, restricted stock units (RSUs), and performance stock units (PSUs)** were outstanding under the 2018 Incentive Award Plan, with **2,602 shares** available for future grants[75](index=75&type=chunk) - Effective January 1, 2025, executive officers were granted **PSUs** under the 2018 Plan, convertible to **RSUs** based on **2025 recurring revenue and gross profit performance**[78](index=78&type=chunk) [NOTE 10 - NET LOSS PER SHARE](index=19&type=section&id=NOTE%2010%20-%20NET%20LOSS%20PER%20SHARE) Basic and diluted net loss per share increased to $(0.22) for three months and $(0.31) for six months, driven by higher net loss | Metric (in thousands, except per share) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net Loss | $(6,123) | $(4,360) | $(8,521) | $(4,668) |\n| Weighted-average shares outstanding | 27,237 | 25,840 | 27,100 | 25,587 | | Basic and Diluted Loss Per Share | $(0.22) | $(0.17) | $(0.31) | $(0.18) | [NOTE 11 - SEGMENT INFORMATION](index=20&type=section&id=NOTE%2011%20-%20SEGMENT%20INFORMATION) The company operates as a single reportable segment, with the CODM reviewing consolidated net loss for performance and resource allocation - The company operates as a **single reportable segment**, with the Chairman and CEO serving as the **Chief Operating Decision Maker (CODM)**[81](index=81&type=chunk) - The CODM uses **consolidated net loss** to assess financial performance and allocate resources, and does not review assets in evaluating segment results[81](index=81&type=chunk) [NOTE 12 - SUBSEQUENT EVENTS](index=20&type=section&id=NOTE%2012%20-%20SUBSEQUENT%20EVENTS) Asure acquired Lathem Time 2025 LLC for $39.5 million, funded by restricted cash and a promissory note, with subsequent loan amendments - On July 1, 2025, Asure acquired **Lathem Time 2025 LLC** for **$39,500 (in thousands)**, consisting of **$37,500** in restricted cash from the MidCap Loan Agreement and a **$2,000** promissory note[83](index=83&type=chunk) - In July 2025, amendments to the Loan Agreement increased the **minimum liquidity threshold** from **$6,000 (in thousands)** to **$10,000 (in thousands)** and the **final payment fee** from **1.00% to 2.00%** of the advanced amount[85](index=85&type=chunk) - **Lathem Time 2025 LLC** joined the Loan Agreement as a **Guarantor**, and the lenders consented to the Lathem acquisition[85](index=85&type=chunk) [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=21&type=section&id=ITEM%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management discusses financial condition and results, covering revenue, expenses, liquidity, capital, and critical accounting policies [CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS](index=21&type=section&id=CAUTIONARY%20STATEMENT%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) The report contains forward-looking statements about financial results, operations, and strategy, subject to various risks - The report contains **forward-looking statements** regarding financial results, operations, and strategy, identified by words like 'believe,' 'may,' 'will,' 'estimate,' 'projects,' 'anticipate,' 'intend,' 'expect,' 'should,' and 'plan'[86](index=86&type=chunk) - Risks and uncertainties include **security breaches**, **material weaknesses**, **financial and operating result fluctuations**, **privacy concerns**, **impacts of acquisitions**, **regulatory developments**, and **market volatility**[86](index=86&type=chunk) - The company assumes **no obligation to update** these forward-looking statements, except as required by law[87](index=87&type=chunk) [OVERVIEW](index=22&type=section&id=OVERVIEW) Asure Software, Inc. provides cloud-based HCM SaaS solutions, serving over 100,000 clients, and recently acquired Lathem Time - Asure provides cloud-based **Human Capital Management (HCM) software solutions** as **SaaS**, including **Payroll & Tax filing**, **Recruiting**, **Time & Attendance**, **HR management**, and **Benefits Administration**[90](index=90&type=chunk) - The company serves over **100,000 clients** across the United States, with approximately **20% direct clients** and **80% indirect clients** through reseller partners[92](index=92&type=chunk) - On **July 1, 2025**, Asure acquired **Lathem Time 2025, LLC** to enhance its time and attendance offerings and facilitate cross-selling of its full HCM suite[93](index=93&type=chunk) [RESULTS OF OPERATIONS](index=23&type=section&id=RESULTS%20OF%20OPERATIONS) Total revenue increased, but net loss widened from increased operating expenses and a significant rise in interest expense [Revenue](index=23&type=section&id=Revenue) Total revenue increased by 7-9%, driven by recurring revenue growth, primarily from tax management solutions | Revenue Category (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Variance ($) | Variance (%) | | :------------------------------ | :------------------------------- | :------------------------------- | :----------- | :----------- | | Recurring | $28,596 | $27,051 | $1,545 | 6% | | Professional services, hardware and other | $1,528 | $993 | $535 | 54% | | Total Revenue | $30,124 | $28,044 | $2,080 | 7% | | Revenue Category (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Variance ($) | Variance (%) | | :------------------------------ | :----------------------------- | :----------------------------- | :----------- | :----------- | | Recurring | $61,783 | $57,324 | $4,459 | 8% | | Professional services, hardware and other | $3,195 | $2,372 | $823 | 35% | | Total Revenue | $64,978 | $59,696 | $5,282 | 9% | - Recurring revenue consistently represented over **95% of total revenue** for the three and six months ended June 30, 2025, primarily driven by **tax management solutions**[95](index=95&type=chunk)[100](index=100&type=chunk) [Gross Profit and Gross Margin](index=25&type=section&id=Gross%20Profit%20and%20Gross%20Margin) Consolidated gross profit increased, with gross margin slightly decreasing for three months but remaining flat for six months | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change ($) | Change (%) | | :-------------------- | :------------------------------- | :------------------------------- | :--------- | :--------- | | Gross Profit | $19,911 | $18,868 | $1,043 | 6% | | Gross Margin | 66% | 67% | -1% | | | Metric (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change ($) | Change (%) | | :-------------------- | :----------------------------- | :----------------------------- | :--------- | :--------- | | Gross Profit | $44,519 | $41,475 | $3,044 | 7% | | Gross Margin | 69% | 69% | 0% | | [Sales and Marketing Expenses](index=25&type=section&id=Sales%20and%20Marketing%20Expenses) Sales and marketing expenses increased by 18-13%, primarily due to higher headcount and referral fees | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change ($) | Change (%) | | :-------------------- | :------------------------------- | :------------------------------- | :--------- | :--------- | | Sales and marketing expenses | $8,149 | $6,924 | $1,225 | 18% | | As % of revenue | 27% | 25% | 2% | | | Metric (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change ($) | Change (%) | | :-------------------- | :----------------------------- | :----------------------------- | :--------- | :--------- | | Sales and marketing expenses | $16,535 | $14,691 | $1,844 | 13% | | As % of revenue | 25% | 25% | 0% | | - The company expects to continue expanding and increasing selling costs by hiring **direct sales personnel**, enhancing **brand recognition**, and generating **leads**[111](index=111&type=chunk) [General and Administrative Expenses](index=25&type=section&id=General%20and%20Administrative%20Expenses) General and administrative expenses increased by 8-13%, primarily due to increased personnel compensation and service costs | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change ($) | Change (%) | | :-------------------- | :------------------------------- | :------------------------------- | :--------- | :--------- | | General and administrative expenses | $10,968 | $10,118 | $850 | 8% | | As % of revenue | 36% | 36% | 0% | | | Metric (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change ($) | Change (%) | | :-------------------- | :----------------------------- | :----------------------------- | :--------- | :--------- | | General and administrative expenses | $22,868 | $20,181 | $2,687 | 13% | | As % of revenue | 35% | 34% | 1% | | [Research and Development Expenses](index=25&type=section&id=Research%20and%20Development%20Expenses) R&D expenses decreased by 35-11%, primarily due to increased capitalization of software development expenses | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change ($) | Change (%) | | :-------------------- | :------------------------------- | :------------------------------- | :--------- | :--------- | | R&D expenses | $1,273 | $1,962 | $(689) | -35% | | As % of revenue | 4% | 7% | -3% | | | Metric (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change ($) | Change (%) | | :-------------------- | :----------------------------- | :----------------------------- | :--------- | :--------- | | R&D expenses | $3,302 | $3,731 | $(429) | -11% | | As % of revenue | 5% | 6% | -1% | | [Amortization of Intangible Assets](index=26&type=section&id=Amortization%20of%20Intangible%20Assets) Amortization expense increased by 3-13%, attributed to the company's ongoing acquisition strategy | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change ($) | Change (%) | | :-------------------- | :------------------------------- | :------------------------------- | :--------- | :--------- | | Amortization expense | $4,173 | $4,046 | $127 | 3% | | As % of revenue | 14% | 14% | 0% | | | Metric (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change ($) | Change (%) | | :-------------------- | :----------------------------- | :----------------------------- | :--------- | :--------- | | Amortization expense | $8,481 | $7,495 | $986 | 13% | | As % of revenue | 13% | 13% | 0% | | [Interest Income and Expense](index=26&type=section&id=Interest%20Income%20and%20Expense) Interest income remained stable, but interest expense significantly increased due to the new MidCap Loan Agreement | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Interest income | $277 | $261 | $448 | $597 | | Interest expense | $(809) | $(208) | $(1,260) | $(388) | - The significant increase in interest expense for both periods is primarily attributable to the **new Loan Agreement with MidCap Financial Trust**[120](index=120&type=chunk)[121](index=121&type=chunk) [Other (Expense) Income, Net](index=26&type=section&id=Other%20(Expense)%20Income,%20Net) Other (expense) income, net, shifted to a $96 thousand expense for three months and $92 thousand income for six months | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Other (expense) income, net | $(96) | $— | $92 | $10 | [Income Taxes](index=26&type=section&id=Income%20Taxes) Income tax expense significantly increased to $843 thousand for three months and $1.134 million for six months | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Income tax expense | $843 | $231 | $1,134 | $264 | [Net Loss](index=27&type=section&id=Net%20Loss) Net loss increased to $6.123 million for three months and $8.521 million for six months, with loss per share rising | Metric (in thousands, except per share) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net Loss | $(6,123) | $(4,360) | $(8,521) | $(4,668) | | Loss Per Share | $(0.22) | $(0.17) | $(0.31) | $(0.18) | | Loss as % of Total Revenue | 20% | 16% | 13% | 8% | [LIQUIDITY AND CAPITAL RESOURCES](index=27&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) Working capital significantly increased, driven by cash from the MidCap Loan Agreement, with operating and financing activities impacting cash flows | Metric (in thousands) | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :---------------- | | Cash and cash equivalents | $66,000 | $21,425 | | Working Capital | $64,268 | $13,641 | | Cash Flow Activity (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash provided by (used in) operating activities | $5,151 | $(1,719) | | Net cash used in investing activities | $(17,814) | $(7,359) | | Net cash provided by (used in) financing activities | $73,097 | $(27,935) | - The company has access to an **'at the market offering' program**, with **$25,000 (in thousands)** of common stock available for issuance as of June 30, 2025[137](index=137&type=chunk) [CRITICAL ACCOUNTING POLICIES AND ESTIMATES](index=28&type=section&id=CRITICAL%20ACCOUNTING%20POLICIES%20AND%20ESTIMATES) Financial statement preparation involves significant management estimates, with no material changes to critical accounting estimates - The preparation of financial statements involves **significant management estimates and assumptions**[139](index=139&type=chunk) - No **material changes** have occurred to the critical accounting estimates since the 2024 Annual Report on Form 10-K[139](index=139&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=29&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) No material changes to the company's market risk exposure have occurred since the 2024 Annual Report on Form 10-K - No **material changes** to market risk exposure have occurred since the 2024 Annual Report on Form 10-K[140](index=140&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=29&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Disclosure controls were ineffective due to a material weakness in program change management, with remediation efforts underway [Evaluation of Disclosure Control and Procedures](index=29&type=section&id=Evaluation%20of%20Disclosure%20Control%20and%20Procedures) Disclosure controls were deemed ineffective due to a material weakness, though management believes financial statements fairly present the company's condition - As of June 30, 2025, **disclosure controls and procedures were deemed not effective** at the reasonable assurance level[143](index=143&type=chunk) - Management believes the consolidated financial statements **fairly present** the financial condition, results of operations, and cash flows, despite the material weakness[143](index=143&type=chunk) [Identified Material Weakness](index=29&type=section&id=Identified%20Material%20Weakness) A material weakness was identified in program change management controls due to incomplete logs, posing a risk of material misstatement - A **material weakness** was identified as of December 31, 2024, related to ineffective design and operation of controls over **program change management**[145](index=145&type=chunk) - The weakness stemmed from a lack of **complete program and data change logs** for certain financially relevant applications[145](index=145&type=chunk) - This deficiency created a **reasonable possibility** that a material misstatement to the consolidated financial statements would not be prevented or detected on a timely basis[146](index=146&type=chunk) [Status of Remediation](index=29&type=section&id=Status%20of%20Remediation) Automated tracking tools were implemented, but the material weakness is not yet fully remediated pending testing - **Automated tracking tools** were implemented and activated as of **April 29, 2025**, to ensure complete logging of program and data changes[147](index=147&type=chunk) - The material weakness is not considered **fully remediated** until updated controls have operated effectively for a sufficient period and management has confirmed their effectiveness through testing[148](index=148&type=chunk) [Planned Conclusion](index=30&type=section&id=Planned%20Conclusion) The company expects to conclude full remediation of the material weakness in a future reporting period, contingent on sustained testing - The company expects to conclude **full remediation** of the material weakness in a future reporting period, contingent on sustained effective operation and testing of the controls[149](index=149&type=chunk) [Change in Internal Controls over Financial Reporting](index=30&type=section&id=Change%20in%20Internal%20Controls%20over%20Financial%20Reporting) No other material changes in internal control over financial reporting occurred, apart from the identified material weakness and its remediation - No other **material changes** in internal control over financial reporting occurred during the period ended June 30, 2025, apart from the identified material weakness and its remediation[150](index=150&type=chunk) [PART II – OTHER INFORMATION](index=31&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) This section provides additional information including legal proceedings, risk factors, equity sales, defaults, mine safety, other disclosures, and a list of exhibits [ITEM 1. LEGAL PROCEEDINGS](index=31&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) As of June 30, 2025, the company was not a party to any material legal proceedings, though it may be involved in normal course actions - As of June 30, 2025, the company was not a party to any **material legal proceedings**[153](index=153&type=chunk) [ITEM 1A. RISK FACTORS](index=31&type=section&id=ITEM%201A.%20RISK%20FACTORS) This section updates risk factors, emphasizing risks related to increased indebtedness, restrictive covenants, market volatility, and trade policies - The company's ability to make scheduled payments or refinance existing indebtedness, including the **MidCap Loan Agreement** and subordinated promissory notes, depends on future performance and is subject to economic, financial, and competitive factors[155](index=155&type=chunk) - **Restrictive covenants** in the MidCap Loan Agreement limit the company's ability to incur debt, pay dividends, and use funds (e.g., proceeds are restricted to permitted acquisitions), potentially affecting financial flexibility[156](index=156&type=chunk) - **Volatility in bank and capital markets** may adversely affect credit availability, increase interest and financing costs, and changes in **international trade policies** (e.g., tariffs) could increase the cost of goods sold for Time and Attendance products[158](index=158&type=chunk)[159](index=159&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=32&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) No unregistered sales of equity securities or use of proceeds were reported - No **unregistered sales of equity securities** or use of proceeds were reported[160](index=160&type=chunk) [ITEM 3. DEFAULTS UPON SENIOR SECURITIES](index=32&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) No defaults upon senior securities were reported - No **defaults upon senior securities** were reported[161](index=161&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES](index=32&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) No mine safety disclosures were reported - No **mine safety disclosures** were reported[162](index=162&type=chunk) [ITEM 5. OTHER INFORMATION](index=33&type=section&id=ITEM%205.%20OTHER%20INFORMATION) No directors or officers entered into 10b5-1 trading plans, and the Loan Agreement's minimum liquidity threshold increased to $10 million - No directors or officers entered into, amended, or terminated **10b5-1 trading plans** during the three months ended June 30, 2025[163](index=163&type=chunk) - On **July 31, 2025**, Amendment No. 2 to the Loan Agreement increased the **minimum liquidity threshold** to **$10,000 (in thousands)**[163](index=163&type=chunk) [ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES](index=34&type=section&id=ITEM%206.%20EXHIBITS,%20FINANCIAL%20STATEMENT%20SCHEDULES) This section lists all exhibits filed, including key agreements and Sarbanes-Oxley Act certifications - Key exhibits include the **Equity Purchase Agreement for Lathem Time 2025, LLC**, and the **Credit, Security and Guaranty Agreement with MidCap Financial Trust**, along with its amendments[164](index=164&type=chunk) - Certifications pursuant to **Sections 302 and 906 of the Sarbanes-Oxley Act of 2002** are also filed/furnished[164](index=164&type=chunk)

Core Insights - Asure Software, Inc. reported a 7% increase in total revenues for Q2 2025, reaching $30.1 million, with recurring revenues growing by 6% year-over-year [1][6][9] - The company completed the acquisition of Lathem Time Corporation for $39.5 million, which is expected to enhance its time and attendance solutions and drive cross-selling opportunities [5][7] Financial Highlights - Q2 2025 total revenue was $30.1 million, up 7% from the prior year, and 10% excluding the impact of Employee Retention Tax Credits (ERTC) [6][9] - Recurring revenue for Q2 2025 was $28.6 million, compared to $27.1 million in Q2 2024 [9] - The net loss for Q2 2025 was $6.1 million, compared to a net loss of $4.4 million in Q2 2024 [9] - Adjusted EBITDA for Q2 2025 was $5.2 million, up from $4.1 million in the prior year [9] Business Developments - The acquisition of Lathem Time Corporation is anticipated to add high-margin recurring revenue and enhance Asure's existing time and attendance business [5][7] - Management expressed confidence in the company's growth trajectory, driven by strong performance in Payroll Tax Management and improved attach rates of HCM products [6][7] Guidance - The company provided guidance for Q3 2025 revenue in the range of $35.0 million to $37.0 million and increased the full-year 2025 revenue range to $138.0 million to $142.0 million [10][11]

Core Insights - Grupo Aeroportuario del Sureste (ASUR) reported a total revenue increase of 17.9% year-over-year (YoY) to Ps.8,715.4 million for the second quarter of 2025 [3][4] - The company experienced a decline in net income by 39.9% YoY, amounting to Ps.2,270.2 million, with earnings per share dropping by 41.6% to Ps.7.1494 [3][4] - Passenger traffic overall decreased by 0.1% YoY, with variations across regions: a 1.7% decrease in Mexico, a 3.2% increase in Puerto Rico, and a 1.0% increase in Colombia [4][5] Financial Highlights - Total revenue for Q2 2025 was Ps.8,715.4 million, up from Ps.7,394.0 million in Q2 2024, marking a 17.9% increase [3] - EBITDA increased by 2.3% YoY to Ps.5,024.9 million, while the adjusted EBITDA margin decreased to 67.6% from 69.2% in Q2 2024 [3][4] - The cash position at the end of June 2025 was Ps.19,815.9 million, with a debt to LTM adjusted EBITDA ratio of 0.1x [4] Operational Highlights - Passenger traffic in Mexico decreased by 1.7%, with international traffic down by 4.1% and domestic traffic up by 0.8% [4] - In Puerto Rico, passenger traffic increased by 3.2%, driven by a 15.2% rise in international traffic [4] - Colombia saw a 1.0% increase in passenger traffic, with international traffic up by 11.8% offsetting a 1.9% decline in domestic traffic [4] Dividend Information - ASUR distributed a cash dividend of Ps.80.00 per share, with the first tranche of Ps.50.00 paid in May 2025 and two additional extraordinary dividends of Ps.15.00 scheduled for September and November 2025 [4]

Core Viewpoint - Asure Software, Inc. will hold a conference call on July 31, 2025, to discuss its financial results for the second quarter of 2025, with results to be released prior to the call [1]. Group 1: Conference Call Details - The conference call will be hosted by Asure's Chairman and CEO Pat Goepel and CFO John Pence, followed by a Q&A session [2]. - The call is scheduled for July 31, 2025, at 4:30 p.m. Eastern time, with a U.S. dial-in number of 877-407-9219 and an international dial-in number of 201-689-8852 [2]. - Participants are advised to call 5-10 minutes before the start time to register their name and organization [2]. Group 2: Webcast Information - The conference call will also be available via webcast on Asure Software's investor relations website, with a replay option available afterward [3]. Group 3: Company Overview - Asure Software provides cloud-based Human Capital Management (HCM) software solutions that help organizations streamline their HCM processes [4]. - The company's HCM solutions include HR, payroll, time and attendance, benefits administration, payroll tax management, and talent management [4]. - Asure's approach to HR compliance services utilizes AI technology to enhance scalability and efficiency while focusing on client interactions [4].

Core Insights - Grupo Aeroportuario del Sureste (ASUR) reported a total passenger traffic of 6.0 million for June 2025, reflecting a decrease of 1.8% compared to June 2024 [1][2][4] Passenger Traffic Analysis - Colombia experienced a year-on-year increase of 1.7% in passenger traffic, driven by a 13.3% rise in international traffic, which offset a 1.4% decline in domestic traffic [2][4] - Mexico saw a decline of 2.8% in total passenger traffic, with international traffic decreasing by 3.4% and domestic traffic by 2.1% [2][4] - Puerto Rico reported a 3.3% decrease in total passenger traffic, with a 9.2% increase in international traffic and a 5.1% decline in domestic traffic [2][4] Detailed Traffic Figures - In June 2025, Mexico's total passenger traffic was 3,263,212, down from 3,357,243 in June 2024, with year-to-date figures showing a decrease of 3.4% [4][6] - Colombia's total passenger traffic for June 2025 was 1,474,224, up from 1,448,982 in June 2024, with a year-to-date increase of 3.6% [4][6] - San Juan, Puerto Rico, had a total passenger traffic of 1,254,753 in June 2025, down from 1,297,862 in June 2024, but year-to-date figures showed an increase of 6.8% [4][6] Company Overview - ASUR operates 16 airports across the Americas, including nine in southeast Mexico and six in northern Colombia, with a significant presence in the Caribbean and Latin America [7] - The company is also a 60% joint venture partner in Aerostar Airport Holdings, which operates Luis Muñoz Marín International Airport in San Juan, Puerto Rico [7]

Industry Overview - The Zacks Internet - Delivery Services industry includes companies providing services through Internet-based platforms, such as food delivery, online travel booking, and web hosting [2] - Growth-stage companies in this industry are increasing spending on R&D and sales & marketing, which may hinder short-term profitability [2] Growth Drivers - The rise in smartphone usage and improved Internet access are creating significant opportunities for the industry, with 4G and emerging 5G technology enhancing user experiences [3] - Shifting consumer preferences towards convenience and online services are expected to benefit the industry, particularly in food ordering and travel booking [4] - Technological advancements, such as smart routing algorithms and real-time GPS tracking, are improving delivery efficiency and customer experience [5] Challenges - Persistent macroeconomic uncertainties, inflation, and high interest rates pose challenges to the industry [1] - Higher upfront costs associated with market expansion may negatively impact profitability, especially as competition intensifies from major tech companies like Amazon and Alphabet [7] - The potential fallout from tariff wars could indirectly affect revenue growth and margins due to reduced spending from small businesses and startups [6] Market Performance - The Zacks Internet - Delivery Services industry has outperformed the S&P 500 and the broader Computer and Technology sector, rising 23.2% over the past year compared to 11.7% and 11% respectively [11] - The industry currently holds a Zacks Industry Rank of 55, placing it in the top 22% of approximately 250 Zacks industries, indicating solid near-term prospects [9][10] Valuation - The industry is trading at a forward 12-month price-to-sales (P/S) ratio of 1.81X, significantly lower than the S&P 500's 5.23X and the sector's 6.62X [14] Company Highlights - **Vipshop Holdings**: An online discount retailer in China, benefiting from a growing online shopping trend and a focus on high-margin apparel businesses. The Zacks Consensus Estimate for current-year earnings is $2.49 per share [19][21] - **QuinStreet**: A provider of online marketing services, well-positioned to capitalize on the shift to online business models. The Zacks Consensus Estimate for fiscal 2026 earnings is $1.05 per share [24][25] - **GoDaddy**: An Internet domain registrar and web hosting company, experiencing growth in its Applications & Commerce business. The Zacks Consensus Estimate for 2025 earnings is $5.92 per share [28][30] - **Asure Software**: A cloud computing firm focused on human capital management solutions, with a Zacks Consensus Estimate for 2025 earnings of 90 cents per share [33][34]

Core Insights - Grupo Aeroportuario del Sureste, S.A.B. de C.V. (ASUR) reported a total passenger traffic of 5.7 million in May 2025, reflecting a year-on-year decrease of 2.2% compared to May 2024 [1][2][4] Passenger Traffic Summary - Passenger traffic in Puerto Rico increased by 1.3%, driven by a 10.5% rise in international traffic and a 0.2% increase in domestic traffic [2][4] - In Mexico, passenger traffic decreased by 3.0%, with international traffic down by 5.6% and domestic traffic down by 0.4% [2][4] - Colombia experienced a 3.4% decline in total passenger traffic, with a 6.7% increase in international traffic offset by a 6.1% decrease in domestic traffic [2][4] Detailed Traffic Data - For Mexico, total passenger traffic in May 2025 was 3,241,572, down from 3,341,200 in May 2024, with year-to-date figures showing a decrease of 3.5% [4][6] - San Juan, Puerto Rico, saw total passenger traffic of 1,151,279 in May 2025, up from 1,136,672 in May 2024, with year-to-date growth of 9.2% [4][6] - Colombia's total passenger traffic for May 2025 was 1,324,870, down from 1,371,343 in May 2024, with year-to-date figures showing an increase of 4.0% [4][6] Company Overview - ASUR operates 16 airports across the Americas, including nine in southeast Mexico and six in northern Colombia, with a significant presence in the Caribbean and Latin America [7] - The company is a 60% joint venture partner in Aerostar Airport Holdings, which operates Luis Muñoz Marín International Airport in San Juan, Puerto Rico [7]

Core Insights - Asure Software has announced a strategic partnership with PensionBee to enhance retirement savings solutions for employees of Asure's payroll and HR clients [1][2][3] - The collaboration aims to simplify the process of rolling over 401(k) and IRA accounts into a single, manageable retirement savings plan [1][2] - This partnership aligns with Asure's mission to provide big-company benefits to small and mid-sized organizations, promoting financial wellness [2][3] Company Overview - Asure Software (NASDAQ: ASUR) specializes in cloud-based Human Capital Management (HCM) software solutions, offering services such as HR, payroll, and benefits administration [5] - PensionBee (LON: PBEE) is a digital-first retirement provider managing approximately $8 billion in assets and serving over 275,000 customers globally [6] Partnership Details - The partnership allows employees to consolidate their retirement accounts into a streamlined account, enhancing the management and growth of their savings [2][4] - Asure's marketplace partnership with PensionBee is designed to democratize financial wellness, making retirement savings solutions accessible to smaller enterprises [3][4]