asur-20250930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


☒			Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2025


☐			Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from __ to __


Commission File Number: 1-34522

ASURE SOFTWARE, INC.

(Exact name of registrant as specified in its charter)

Delaware

74-2415696

(State or other jurisdiction of incorporation)

(I.R.S. Employer Identification No.)

405 Colorado Street, Suite 1800, Austin, Texas

78701

(Address of principal executive offices)

(Zip Code)


512-437-2700
(Registrant’s Telephone Number, including Area Code)
None
(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

ASUR

The Nasdaq Capital Market

Series A Junior Participating Preferred Share Purchase Rights

N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒

Yes

☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☒

Yes

☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☒

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐

Yes

☒

As of October 29, 2025, 27,763,877 shares of the registrant’s Common Stock, $0.01 par value, were outstanding.

Table of Contents

TABLE OF CONTENTS


		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets as of September 30, 2025, and December 31, 2024	1
	Condensed Consolidated Statements of Comprehensive Loss for the Three and Nine Months Ended September 30, 2025, and September 30, 2024	2
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Nine Months Ended September 30, 2025, and September 30, 2024	3
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025, and September 30, 2024	5
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4.	Controls and Procedures	30

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 3.	Defaults upon Senior Securities	33
Item 4.	Mine Safety Disclosures	33
Item 5.	Other Information	34
Item 6.	Exhibits	35

	Signatures	36

Table of Contents

PART I

ITEM 1. FINANCIAL STATEMENTS

ASURE SOFTWARE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

(Unaudited)


	September 30, 2025		December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	21,520	$	21,425
Accounts receivable, net of allowance for credit losses of $7,625 and $6,328 at September 30, 2025, and December 31, 2024, respectively	14,563		18,154
Inventory	2,304		195
Prepaid expenses and other current assets	6,368		4,888
Total current assets before funds held for clients	44,755		44,662
Funds held for clients	148,338		192,615
Total current assets	193,093		237,277
Property and equipment, net	25,740		19,669
Goodwill	115,759		94,724
Intangible assets, net	92,231		69,114
Operating lease assets, net	5,626		4,041
Other assets, net	14,627		11,813
Total assets	$	447,076	$	436,638
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of notes payable	$	6,213	$	7,008
Accounts payable	2,567		1,364
Accrued compensation and benefits	3,401		4,485
Lease liabilities, current	1,871		1,438
Other accrued liabilities	8,240		6,600
Deferred revenue	7,090		8,363
Total current liabilities before client fund obligations	29,382		29,258
Client fund obligations	148,873		194,378
Total current liabilities	178,255		223,636
Long-term liabilities:
Deferred revenue	2,267		3,430
Deferred tax liability	4,115		2,612
Notes payable, net of current portion	64,157		5,709
Lease liabilities, noncurrent	4,925		3,578
Other liabilities	270		358
Total long-term liabilities	75,734		15,687
Total liabilities	253,989		239,323
Commitments and contingencies - Note 8
Stockholders’ equity:
Preferred stock, $0.01 par value; 1,500 shares authorized; none issued or outstanding	—		—
Common stock, $0.01 par value; 44,000 shares authorized; 27,727 and 26,671 shares issued, 27,727 and 26,671 shares outstanding at September 30, 2025, and December 31, 2024, respectively	277		267
Treasury stock at cost, zero(1) shares at September 30, 2025, and December 31, 2024	—		—
Additional paid-in capital	513,587		504,849
Accumulated deficit	(321,109)		(307,226)
Accumulated other comprehensive income (loss)	332		(575)
Total stockholders’ equity	193,087		197,315
Total liabilities and stockholders’ equity	$	447,076	$	436,638
(1) The aggregate Treasury stock of prior repurchases of our own common stock was retired and subsequently issued effective January 1, 2024. See the Condensed Consolidated Statement of Changes in Stockholders' Equity for the impact of this transaction.

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

Table of Contents

ASURE SOFTWARE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands, except per share amounts)

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Revenue:
Recurring	$	31,841	$	28,626	$	93,624	$	85,950
Professional services, hardware and other	4,411		678		7,606		3,050
Total revenue	36,252		29,304		101,230		89,000
Cost of Sales	13,110		9,600		33,569		27,821
Gross profit	23,142		19,704		67,661		61,179
Operating expenses:
Sales and marketing	9,043		6,680		25,578		21,371
General and administrative	11,655		10,378		34,523		30,559
Research and development	1,174		1,973		4,476		5,704
Amortization of intangible assets	4,769		4,295		13,250		11,790
Total operating expenses	26,641		23,326		77,827		69,424
Loss from operations	(3,499)		(3,622)		(10,166)		(8,245)
Interest income	250		165		698		762
Interest expense	(1,966)		(274)		(3,226)		(662)
Other income, net	220		—		312		10
Loss from operations before income taxes	(4,995)		(3,731)		(12,382)		(8,135)
Income tax expense	367		170		1,501		434
Net loss	(5,362)		(3,901)		(13,883)		(8,569)
Other comprehensive income:
Unrealized gain on marketable securities	237		1,340		907		1,105
Comprehensive loss	$	(5,125)	$	(2,561)	$	(12,976)	$	(7,464)

Basic and diluted loss per share
Basic	$	(0.19)	$	(0.15)	$	(0.51)	$	(0.33)
Diluted	$	(0.19)	$	(0.15)	$	(0.51)	$	(0.33)

Weighted average basic and diluted shares
Basic	27,566		26,429		27,257		25,870
Diluted	27,566		26,429		27,257		25,870

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

Table of Contents

ASURE SOFTWARE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(in thousands)

(Unaudited)


	Common Stock Outstanding	Common Stock Amount		Treasury Stock		Additional Paid-in Capital		Accumulated Deficit		Other Comprehensive Income (Loss)		Total Stockholders’ Equity
Balance at December 31, 2024	26,671	$	267	$	—	$	504,849	$	(307,226)	$	(575)	$	197,315
Stock issued upon option exercise and vesting of restricted and performance stock units	451	4		—		437		—		—		441
Share-based compensation	—	—		—		1,863		—		—		1,863
Net loss	—	—		—		—		(2,398)		—		(2,398)
Other comprehensive income	—	—		—		—		—		442		442
Balance at March 31, 2025	27,122	$	271	$	—	$	507,149	$	(309,624)	$	(133)	$	197,663

Stock issued upon option exercise and vesting of restricted and performance stock units	189	2		—		239		—		—		241
Stock issued, ESPP	54	1		—		351		—		—		352
Share-based compensation	—	—		—		1,891		—		—		1,891
Net loss	—	—		—		—		(6,123)		—		(6,123)
Other comprehensive income	—	—		—		—		—		228		228
Balance at June 30, 2025	27,365	$	274	$	—	$	509,630	$	(315,747)	$	95	$	194,252

Stock issued upon option exercise and vesting of restricted stock units	100	1		—		(24)		—		—		(23)
Stock issued for acquisitions	124	1		—		956		—		—		957
Stock issued for debt payment	138	1				1,058		—		—		1,059
Share-based compensation	—	—		—		1,967		—		—		1,967
Net loss	—	—		—		—		(5,362)		—		(5,362)
Other comprehensive income	—	—		—		—		—		237		237
Balance at September 30, 2025	27,727	$	277	$	—	$	513,587	$	(321,109)	$	332	$	193,087

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

Table of Contents

ASURE SOFTWARE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(in thousands)

(Unaudited)

Common Stock Outstanding

Common Stock Amount

Treasury Stock

Additional Paid-in Capital

Accumulated Deficit

Other Comprehensive Income (Loss)

Total Stockholders’ Equity

SEC Form 10-Q filed by Asure Software Inc