Core Viewpoint - Halper Sadeh LLC is investigating the fairness of the sale of Dayforce, Inc. to Thoma Bravo for $70.00 per share in cash, focusing on the interests of Dayforce shareholders [1]. Company Investigation - The investigation is centered on whether Dayforce and its board acted in the best interests of shareholders during the sale process [1]. - Dayforce shareholders are encouraged to explore their legal rights and options regarding the transaction [1]. Contact Information - Shareholders can contact Daniel Sadeh or Zachary Halper at Halper Sadeh LLC for more information [1].

Group 1 - The Ademi Firm is investigating Dayforce for possible breaches of fiduciary duty and other legal violations related to its transaction with Thoma Bravo [1] - Dayforce shareholders will receive $70.00 per share in an all-cash transaction valued at approximately $12.3 billion [1]

Core Insights - Dayforce, Inc. has been recognized as a Leader in the 2025 Gartner Magic Quadrant for HCM Suites for 1,000+ Employees Enterprises for the sixth consecutive year, highlighting its strong Ability to Execute and Completeness of Vision [1][3] Company Overview - Dayforce operates globally across North America, Europe, the Middle East, Africa, and Asia-Pacific, providing a single AI-powered people platform for HR, Pay, Time, Talent, and Analytics [2] - The company serves over 6,980 customers, including notable organizations such as OTG Management, Swissport, Orica, and the Kansas City Chiefs [2] Strategic Focus - Dayforce aims to simplify operational complexities for its customers, emphasizing the importance of operational efficiency and the effective use of AI to enhance productivity [3] - The platform offers organizations a single source of truth for people data, enabling real-time insights and data-driven decision-making [3] Value Proposition - The AI-powered platform is designed to help businesses maximize workforce productivity, operate confidently, and achieve quantifiable value [3][7] - Dayforce's commitment to improving work life for its customers and their employees is reinforced by its consistent recognition in the Gartner Magic Quadrant [3]

Core Insights - Dayforce, Inc. announced a significant expansion of its Dayforce Flex Work solution, which now includes a comprehensive contingent management platform for frontline workforces, enabling customers to manage their entire talent ecosystem efficiently [1][3] - Research indicates a strong market demand for flexible work arrangements, with 86% of workers willing to change jobs for better scheduling flexibility and 65% of executives seeking easier access to skilled temporary staff [2] Company Developments - The enhanced Dayforce Flex Work solution aims to create a unified workforce model, allowing organizations to adapt quickly to labor needs and manage various worker types, including full-time, part-time, and contingent workers [3] - Dayforce's recent acquisition of JJJ International, which includes the Jitjatjo and Network brands, enhances its capabilities in on-demand staffing and vendor management systems [5] Customer Impact - SSA Group, a hospitality management company and Dayforce customer, reported measurable benefits from implementing the Dayforce Flex Work solution, including improved operational flexibility and cost control [4] Key Features - Dayforce Flex Work offers capabilities to streamline contingent workforce management, automate programs, and provide access to a large pool of frontline workers through a mobile-first experience [6]

Core Viewpoint - Wohl & Fruchter LLP is investigating the fairness of the sale of Dayforce Inc. to Thoma Bravo for $70.00 per share, which is below its 52-week high of $82.69, suggesting an opportunistic purchase [1][3]. Group 1: Sale Details - Dayforce announced on August 21, 2025, that it agreed to be sold to Thoma Bravo for $70.00 per share in cash [3]. - The sale price is significantly lower than Dayforce's 52-week high of $82.69 per share, indicating potential undervaluation [1][3]. Group 2: Investor Sentiment - At least one investor expressed disappointment regarding the sale price on SeekingAlpha, indicating a belief that the company could have fetched a higher multiple [1][3]. - The investigation aims to determine if the Dayforce Board of Directors acted in the best interests of shareholders and if all material information about the transaction was disclosed [3]. Group 3: Legal Representation - Wohl & Fruchter LLP has a history of representing investors in litigation related to corporate misconduct and has recovered substantial damages for investors [4]. - Shareholders questioning the fairness of the sale price are encouraged to contact Wohl & Fruchter LLP for legal advice at no charge [2].

Core Viewpoint - Rowley Law PLLC is investigating potential securities law violations by Dayforce, Inc. and its board of directors regarding the proposed acquisition by Thoma Bravo, which values the transaction at approximately $12.3 billion [1]. Group 1: Acquisition Details - Dayforce, Inc. stockholders will receive $70.00 for each share they hold as part of the acquisition [1]. - The acquisition transaction is expected to close in early 2026 [1]. Group 2: Legal Investigation - Rowley Law PLLC is representing shareholders in the investigation concerning the acquisition [1]. - Additional information regarding the investigation can be obtained through Rowley Law PLLC's website or by contacting their office directly [2].

Group 1 - Proactive provides fast, accessible, informative, and actionable business and finance news content to a global investment audience [2] - The news team covers medium and small-cap markets, as well as blue-chip companies, commodities, and broader investment stories [3] - Proactive has a presence in key finance and investing hubs with offices in London, New York, Toronto, Vancouver, Sydney, and Perth [2][3] Group 2 - The company utilizes technology to enhance workflows and has adopted automation and software tools, including generative AI, while ensuring all content is edited and authored by humans [4][5] - Proactive produces around 50,000 pieces of real-time news, feature articles, and filmed interviews annually [1]

Core Insights - Dayforce (DAY) reported Q2 2025 earnings of 61 cents per share, exceeding the Zacks Consensus Estimate of 52 cents, marking a 27.1% year-over-year increase [1] - Revenues reached $464.7 million, surpassing the Zacks Consensus Estimate by 1.5%, and increased by 9.8% year-over-year [1] - Shares experienced a decline of 1.02% at the time of reporting [1] Revenue Details - Recurring revenues, which constitute 84.6% of total revenues, grew by 7.7% year-over-year to $393.1 million [2] - Excluding float revenues, recurring revenues totaled $315.5 million, reflecting a robust 13.6% year-over-year growth [2] - Total revenues, excluding float, were $417.3 million, an increase of 11.5% year-over-year [1] Customer Metrics - Recurring revenue per customer was $171,075 for the trailing 12 months ending June 30, 2025, showing a year-over-year increase of 10.4% [3] - The number of live customers on the Dayforce platform reached 6,984, representing a year-over-year growth of 4.9% [3] - Powerpay's recurring revenues remained unchanged year-over-year at $19.9 million [3] Operating Performance - Selling and marketing expenses in Q2 2025 were $83.7 million, up 1.6% year-over-year [4] - General and Administrative expenses decreased by 0.2% year-over-year to $58.9 million [4] - Adjusted EBITDA was $147.2 million, reflecting a 26.6% year-over-year increase, with an adjusted EBITDA margin of 31.7%, up 420 basis points [4] Financial Position - As of June 30, 2025, cash and cash equivalents were $625.2 million, an increase from $557.3 million as of March 31 [5] - Cash provided by operating activities was $112.7 million, up from $49.6 million in the prior quarter [5] - Free cash flow was reported at $87.1 million, compared to $19.5 million in the previous quarter [5] Guidance - For Q3 2025, Dayforce expects total revenues of $476-$486 million, with total revenue excluding float projected between $434 million and $444 million [8] - The company anticipates adjusted EBITDA margin to be between 30% and 30.5% for Q3 2025 [8] - For the full year 2025, total revenues are expected to be between $1.935 billion and $1.955 billion [9] Future Projections - Total revenues, excluding float, are projected to be in the range of $1.749 billion to $1.769 billion, indicating a year-over-year increase of approximately 12.1% to 13.4% [9] - Recurring revenues, excluding float, are expected to be between $1.324 billion and $1.344 billion, reflecting a growth of approximately 14.2% to 15.9% [9] - Float revenues for 2025 are anticipated to be $186 million [9]

Core Viewpoint - Dayforce (DAY) reported quarterly earnings of $0.61 per share, exceeding the Zacks Consensus Estimate of $0.52 per share, and showing an increase from $0.48 per share a year ago, representing an earnings surprise of +17.31% [1][2] Financial Performance - The company achieved revenues of $464.7 million for the quarter ended June 2025, surpassing the Zacks Consensus Estimate by 1.41%, compared to $423.3 million in the same quarter last year [2] - Over the last four quarters, Dayforce has consistently exceeded consensus EPS estimates [2] Stock Performance - Dayforce shares have declined approximately 26.8% since the beginning of the year, while the S&P 500 has gained 7.1% [3] - The stock currently holds a Zacks Rank 2 (Buy), indicating expectations of outperforming the market in the near future [6] Future Outlook - The current consensus EPS estimate for the upcoming quarter is $0.57, with projected revenues of $481.73 million, and for the current fiscal year, the EPS estimate is $2.30 on revenues of $1.94 billion [7] - The outlook for the industry, specifically the Internet - Software sector, is favorable, ranking in the top 32% of over 250 Zacks industries, which historically outperform the bottom 50% by more than 2 to 1 [8]

PART I. FINANCIAL INFORMATION [Item 1. Condensed Consolidated Financial Statements (unaudited)](index=5&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements%20(unaudited)) The unaudited condensed consolidated financial statements for Q2 2025 reflect revenue growth, net income, and balance sheet shifts, influenced by an efficiency plan [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2025, total assets decreased to **$8.50 billion**, liabilities decreased, and stockholders' equity increased Condensed Consolidated Balance Sheet Highlights (in millions) | Account | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Total Assets** | **$8,500.8** | **$9,117.0** | | Cash and equivalents | $625.2 | $579.7 | | Customer funds | $4,259.5 | $5,001.5 | | Goodwill | $2,382.8 | $2,336.7 | | **Total Liabilities** | **$5,798.5** | **$6,570.7** | | Customer funds obligations | $4,250.1 | $5,024.2 | | Current portion of long-term debt | $582.3 | $7.3 | | Long-term debt, less current portion | $631.8 | $1,209.1 | | **Total Stockholders' Equity** | **$2,702.3** | **$2,546.3** | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For Q2 2025, total revenue grew to **$464.7 million**, operating profit increased, and the company achieved a net income of **$21.3 million** Q2 Financial Performance (in millions, except per share data) | Metric | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Total Revenue | $464.7 | $423.3 | | Operating Profit | $42.3 | $14.1 | | Net Income (Loss) | $21.3 | $(1.8) | | Diluted EPS | $0.13 | $(0.01) | Six-Month Financial Performance (in millions, except per share data) | Metric | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Total Revenue | $946.5 | $854.8 | | Operating Profit | $73.3 | $54.8 | | Net Income | $36.2 | $5.3 | | Diluted EPS | $0.22 | $0.03 | [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For H1 2025, operating cash flow increased to **$162.3 million**, with significant cash used in investing and financing activities, leading to a net decrease in cash Six-Month Cash Flow Summary (in millions) | Cash Flow Activity | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $162.3 | $108.3 | | Net cash used in investing activities | $(180.3) | $(383.5) | | Net cash (used in) provided by financing activities | $(919.5) | $7.7 | | **Net decrease in cash, restricted cash, and equivalents** | **$(912.6)** | **$(289.2)** | - Significant cash outflows from financing activities in H1 2025 included a **$854.2 million** decrease in customer funds obligations and **$50.9 million** in common stock repurchases[29](index=29&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes detail accounting policies, segment information, and financial statement items, covering an efficiency plan, customer funds, debt, and share repurchases - On February 26, 2025, the company announced an efficiency plan involving a **5% workforce reduction**, incurring restructuring charges of **$31.9 million** in the first six months of 2025[42](index=42&type=chunk) Investment Income from Customer Funds (Float Revenue, in millions) | Period | 2025 | 2024 | | :--- | :--- | :--- | | Three Months Ended June 30 | $47.4 | $48.9 | | Six Months Ended June 30 | $102.7 | $109.6 | - As of June 30, 2025, total debt was **$1.22 billion**, including **$643.5 million** in Term Debt and **$575.0 million** in Convertible Senior Notes due March 2026, which are now classified as current debt[62](index=62&type=chunk)[72](index=72&type=chunk) - As of June 30, 2025, the company has approximately **$1.43 billion** in remaining performance obligations (backlog), expected to be recognized as revenue over the next three years[95](index=95&type=chunk) - Under its **$500 million** share repurchase program, the company purchased **882,968 shares** for a total cost of **$51.2 million** in the first six months of 2025[110](index=110&type=chunk)[111](index=111&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses revenue growth from Dayforce customers, analyzes operating expenses, assesses liquidity, and provides non-GAAP financial measure reconciliations [Overview](index=29&type=section&id=Overview) The company's business model focuses on recurring revenue from its Dayforce and Powerpay HCM solutions, sold on a subscription PEPM basis - The company's business model is centered on recurring revenue from its Dayforce and Powerpay HCM solutions, sold on a subscription PEPM basis, typically with initial contract terms of three to five years[113](index=113&type=chunk)[114](index=114&type=chunk) - It takes approximately **two years** to recover the initial implementation and customer acquisition costs for a new Dayforce customer contract[115](index=115&type=chunk) [Results of Operations](index=32&type=section&id=Results%20of%20Operations) For Q2 2025, total revenue grew **9.8%** to **$464.7 million**, driven by Dayforce customer growth, with operating profit surging **200%** Q2 2025 vs Q2 2024 Revenue Growth (in millions) | Revenue Stream | Q2 2025 | Q2 2024 | % Change | | :--- | :--- | :--- | :--- | | Total Revenue | $464.7 | $423.3 | 9.8% | | Recurring Services | $393.1 | $365.0 | 7.7% | | Professional Services | $71.6 | $58.3 | 22.8% | - Revenue growth was driven by a **4.9% increase** in live Dayforce customers (to **6,984**) and a rise in Dayforce recurring revenue per customer to **$171,075** for the trailing twelve months[128](index=128&type=chunk) - Float revenue decreased in Q2 2025 due to a **40 basis point drop** in average yield, despite a **7.2% increase** in the average float balance to **$5.08 billion**[129](index=129&type=chunk) - For H1 2025, total revenue grew **10.7%** to **$946.5 million**, and operating profit increased **33.8%** to **$73.3 million** compared to H1 2024[143](index=143&type=chunk)[145](index=145&type=chunk) [Liquidity and Capital Resources](index=37&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity, supported by **$625.2 million** in cash and operating cash flow, is deemed sufficient, despite significant cash usage in financing activities - As of June 30, 2025, the company had cash and equivalents of **$625.2 million** and total debt of **$1,224.6 million**[161](index=161&type=chunk) - Management believes existing cash, operating cash flow, and available credit will be sufficient to meet liquidity needs for the foreseeable future[164](index=164&type=chunk) Six-Month Cash Flow Summary (in millions) | Activity | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $162.3 | $108.3 | | Net cash used in investing activities | $(180.3) | $(383.5) | | Net cash (used in) provided by financing activities | $(919.5) | $7.7 | [Non-GAAP Financial Measures](index=41&type=section&id=Non-GAAP%20Financial%20Measures) The company uses non-GAAP measures like Adjusted Operating Profit and Free Cash Flow, with Q2 2025 Adjusted Operating Profit at **$124.9 million** and H1 2025 Free Cash Flow nearly doubling Reconciliation of Operating Profit to Adjusted Operating Profit (in millions) | | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Operating profit (GAAP) | $42.3 | $14.1 | | Share-based compensation | $48.4 | $40.8 | | Amortization | $31.1 | $29.5 | | Other adjustments | $3.1 | $10.5 | | **Adjusted operating profit (Non-GAAP)** | **$124.9** | **$94.9** | Free Cash Flow (in millions) | | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $162.3 | $108.3 | | Capital expenditures | $(55.7) | $(54.4) | | **Free cash flow (Non-GAAP)** | **$106.6** | **$53.9** | [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=46&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company faces market risks from foreign currency, interest rate fluctuations impacting float revenue and debt expense, and pension obligations - The company's primary market risks are foreign currency (Canadian Dollar), interest rates, and pension obligations[188](index=188&type=chunk) - A **100 basis point decrease** in market investment rates would result in an estimated **$27 million** decrease in annual float revenue[192](index=192&type=chunk) - A **100 basis point decrease** in applicable reference rates would lead to an approximate **$6 million** decrease in annual interest expense on its Term Debt[193](index=193&type=chunk) - The company is finalizing the wind-down of its U.S. pension plan, with liabilities expected to be transferred to an insurance company in 2025[197](index=197&type=chunk) [Item 4. Controls and Procedures](index=47&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of June 30, 2025, with no material changes to internal control over financial reporting - The CEO and CFO concluded that as of June 30, 2025, the company's disclosure controls and procedures were effective at a reasonable assurance level[199](index=199&type=chunk) - No changes were made to internal control over financial reporting during the six months ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, these controls[200](index=200&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=48&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently a party to any legal proceedings expected to have a material adverse effect on its business, financial condition, or liquidity - The company is not presently a party to any legal proceedings that it believes would have a material adverse effect on its business[203](index=203&type=chunk) [Item 1A. Risk Factors](index=48&type=section&id=Item%201A.%20Risk%20Factors) No material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2024, have occurred - No material changes in risk factors have occurred since those disclosed in the 2024 Form 10-K[204](index=204&type=chunk) [Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities](index=48&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%2C%20Use%20of%20Proceeds%2C%20and%20Issuer%20Purchases%20of%20Equity%20Securities) During Q2 2025, the company repurchased **364,059 shares** for **$20.8 million** under its **$500 million** share repurchase program, with **$412.7 million** remaining available Share Repurchases for Q2 2025 | Metric | Value | | :--- | :--- | | Total Shares Purchased | 364,059 | | Average Price Paid per Share | $57.05 | | Total Cost (in millions) | $20.8 | | Remaining Authorization (in millions) | $412.7 | [Item 5. Other Information](index=49&type=section&id=Item%205.%20Other%20Information) No directors or officers adopted or terminated any Rule 10b5-1 trading plans or arrangements during the fiscal quarter ended June 30, 2025 - No directors or officers adopted or terminated any Rule 10b5-1 trading plans during the quarter[209](index=209&type=chunk) [Item 6. Exhibits](index=50&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including certifications by the Principal Executive Officer and Principal Financial Officer, and XBRL data