asur-20260630

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 June 30, 2026


☐			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 July 29, 2026, 28,879,328 shares of the registrant’s Common Stock, $0.01 par value, were outstanding.

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TABLE OF CONTENTS


		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets as of June 30, 202 6 , and December 31, 202 5	1
	Condensed Consolidated Statements of Comprehensive Loss for the Three and Six Months Ended June 30, 202 6 , and June 30, 20 25	2
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 202 6 , and June 30, 202 5	3
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 202 6 , and June 30, 202 5	5
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	27

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 3.	Defaults U pon Senior Securities	28
Item 4.	Mine Safety Disclosures	28
Item 5.	Other Information	28
Item 6.	Exhibit s , Financial Statement Sc hedule s	29

	Signatures	30

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PART I

ITEM 1. FINANCIAL STATEMENTS

ASURE SOFTWARE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

(Unaudited)


	June 30, 2026		December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	19,679	$	25,244
Accounts receivable, net of allowance for credit losses of $9,717 and $7,206 at June 30, 2026, and December 31, 2025, respectively	13,120		15,859
Inventory	2,048		2,826
Prepaid expenses and other current assets	8,059		6,329
Total current assets before funds held for clients	42,906		50,258
Funds held for clients	178,915		228,111
Total current assets	221,821		278,369
Property and equipment, net	31,515		27,810
Goodwill	115,759		115,759
Intangible assets, net	83,526		87,911
Operating lease assets, net	5,164		6,028
Other assets, net	20,093		15,542
Total assets	$	477,878	$	531,419
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of notes payable	$	6,665	$	4,344
Accounts payable	2,035		2,174
Accrued compensation and benefits	4,731		4,723
Lease liabilities, current	1,909		1,956
Other accrued liabilities	6,481		6,422
Deferred revenue	6,730		11,622
Total current liabilities before client fund obligations	28,551		31,241
Client fund obligations	179,836		228,482
Total current liabilities	208,387		259,723
Long-term liabilities:
Deferred revenue	1,185		1,909
Deferred tax liability	3,869		3,264
Notes payable, net of current portion	62,234		63,282
Lease liabilities, noncurrent	4,070		5,221
Other liabilities	370		224
Total long-term liabilities	71,728		73,900
Total liabilities	280,115		333,623
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; 28,824 and 28,076 shares issued, 28,824 and 28,076 shares outstanding at June 30, 2026, and December 31, 2025, respectively	288		281
Treasury stock at cost, zero(1) shares at June 30, 2026, and December 31, 2025	—		—
Additional paid-in capital	522,060		517,432
Accumulated deficit	(324,170)		(320,352)
Accumulated other comprehensive income (loss)	(415)		435
Total stockholders’ equity	197,763		197,796
Total liabilities and stockholders’ equity	$	477,878	$	531,419
(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.

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ASURE SOFTWARE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands, except per share amounts)

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Revenue:
Recurring	$	33,958	$	28,596	$	71,715	$	61,783
Professional services, hardware and other	3,155		1,528		8,155		3,195
Total revenue	37,113		30,124		79,870		64,978
Cost of sales	12,058		10,213		24,345		20,459
Gross profit	25,055		19,911		55,525		44,519
Operating expenses:
Sales and marketing	9,098		8,149		17,862		16,535
General and administrative	12,099		10,968		24,847		22,868
Research and development	1,565		1,273		3,222		3,302
Amortization of intangible assets	4,689		4,173		9,661		8,481
Total operating expenses	27,451		24,563		55,592		51,186
Loss from operations	(2,396)		(4,652)		(67)		(6,667)
Interest income	168		277		354		448
Interest expense	(1,753)		(809)		(3,499)		(1,260)
Other income (expense), net	—		(96)		—		92
Loss from operations before income taxes	(3,981)		(5,280)		(3,212)		(7,387)
Income tax expense	462		843		606		1,134
Net loss	(4,443)		(6,123)		(3,818)		(8,521)
Other comprehensive loss:
Unrealized gain (loss) on marketable securities	(262)		228		(850)		670
Comprehensive loss	$	(4,705)	$	(5,895)	$	(4,668)	$	(7,851)

Basic and diluted loss per share
Basic	$	(0.15)	$	(0.22)	$	(0.13)	$	(0.31)
Diluted	$	(0.15)	$	(0.22)	$	(0.13)	$	(0.31)

Weighted average basic and diluted shares
Basic	28,749		27,237		28,586		27,100
Diluted	28,749		27,237		28,586		27,100

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

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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, 2025	28,076	$	281	$	—	$	517,432	$	(320,352)	$	435	$	197,796
Stock issued upon option exercise and vesting of restricted and performance stock units	512	5		—		(310)		—		—		(305)
Stock issued for acquisitions	49	—		—		445		—		—		445
Share-based compensation	—	—		—		2,150		—		—		2,150
Net income	—	—		—		—		625		—		625
Other comprehensive loss	—	—		—		—		—		(588)		(588)
Balance at March 31, 2026	28,637	$	286	$	—	$	519,717	$	(319,727)	$	(153)	$	200,123

Stock issued upon option exercise and vesting of restricted and performance stock units	138	1		—		(112)		—		—		(111)
Stock issued, ESPP	49	1		—		324		—		—		325
Share-based compensation	—	—		—		2,131		—		—		2,131
Net loss	—	—		—		—		(4,443)		—		(4,443)
Other comprehensive loss	—	—		—		—		—		(262)		(262)
Balance at June 30, 2026	28,824	$	288	$	—	$	522,060	$	(324,170)	$	(415)	$	197,763

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

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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 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 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

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

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ASURE SOFTWARE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)


	Six Months Ended June 30,
	2026		2025
Cash flows from operating activities:
Net loss	$	(3,818)	$	(8,521)
Adjustments to reconcile loss to net cash provided by operations:
Depreciation and amortization	14,072		12,155
Amortization of operating lease assets	899		740
Amortization of debt financing costs and discount	653		537
Non-cash interest expense	158		309
Net accretion of discounts on available-for-sale securities	(116)		(236)
Provision for expected losses	14		20
Provision for deferred income taxes	606		1,134
Loss on extinguishment of debt	—		103
Net realized gains on sales of available-for-sale securities	(1,803)		(1,310)
Share-based compensation	4,281		3,754
Gain on disposals of long-term assets	—		(7)
Changes in operating assets and liabilities:
Accounts receivable	2,726		4,512
Inventory	778		53
Prepaid expenses and other assets	(4,443)		(1,462)
Operating lease right-of-use assets	—		21
Accounts payable	(138)		232
Accrued expenses and other long-term obligations	(104)		(624)
Lease liabilities	(968)		(825)
Deferred revenue	(5,617)		(5,434)
Net cash provided by operating activities	7,180		5,151
Cash flows from investing activities:
Acquisition of intangible assets	(4,721)		(6,346)
Purchases of property and equipment	(472)		(393)
Software capitalization costs	(6,789)		(6,470)
Purchases of available-for-sale securities	(23,752)		(12,304)
Proceeds from sales and maturities of available-for-sale securities	12,529		7,699
Net cash used in investing activities	(23,205)		(17,814)
Cash flows from financing activities:
Proceeds from notes payable, net of issuance costs	—		57,982
Payments of notes payable	—		(5,000)
Debt extinguishment costs	—		(100)
Payments made on amounts due for the acquisition of intangible assets	(449)		(1,280)
Net proceeds from (settlements for) common stock transactions	(91)		1,034
Net change in client fund obligations	(48,647)		20,461
Net cash provided by (used in) financing activities	(49,187)		73,097
Net increase (decrease) in cash, cash equivalents, restricted cash, and restricted cash equivalents	(65,212)		60,434
Cash, cash equivalents, restricted cash and restricted cash equivalents, beginning of period	164,703		145,712
Cash, cash equivalents, restricted cash and restricted cash equivalents, end of period	$	99,491	$	206,146

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

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ASURE SOFTWARE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(in thousands)

(Unaudited)


	Six Months Ended June 30,
	2026		2025
Reconciliation of cash, cash equivalents, restricted cash, and restricted cash equivalents to the Condensed Consolidated Balance Sheets
Cash and cash equivalents	$	19,679	$	66,000
Restricted cash and restricted cash equivalents included in funds held for clients	79,812		140,146
Total cash, cash equivalents, restricted cash, and restricted cash equivalents	$	99,491	$	206,146

Supplemental information:
Cash paid for interest	$	3,160	$	498

Non-cash investing and financing activities:
Acquisition of intangible assets	$	167	$	1,884
Notes payable issued for acquisitions	$	622	$	1,150
Shares issued for acquisitions	$	445	$	—

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

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ASURE SOFTWARE, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except per share data unless otherwise noted)

(Unaudited)

NOTE 1 - THE COMPANY AND BASIS OF PRESENTATION

Asure Software, Inc. (“Asure”, the “Company”, “we” and “our”), a Delaware corporation, is a provider of cloud-based Human Capital Management (“HCM”) software solutions delivered as Software-as-a-Service (“SaaS”) to businesses of all sizes. We offer human resources (“HR”) tools necessary to build a thriving workforce, provide the resources to stay compliant with dynamic federal, state, and local tax jurisdictions and their respective labor laws, freeing cash flows so these businesses can spend their financial capital on growing their businesses rather than administrative overhead that can impede growth. Our solutions also provide new ways for employers to connect with their employees and strengthen relationships with their talent. At the core of our offering is the Asure HCM platform—a SaaS-based system that includes Payroll & Tax filing, HR management tools, Time & Attendance software, Recruiting, and Insurance and Benefits Administration. This platform serves as the foundation for delivering both our core software and a range of complementary, technology-enabled services. These include AsureMarketplace™, which automates data exchange between our HCM system and third-party providers to increase efficiency, accuracy, and breadth of services. Our HR Compliance services combine expert guidance with scalable digital delivery. AsurePay™, our payroll card, which we provide in association with our partners, offers employees fast, secure access to earned wages. Additionally, through our licensed brokerage, we offer Insurance Services that help employers manage benefits and reduce administrative costs. We deliver our solutions directly and through a national network of Reseller Partners.

We strive to be the most trusted HCM resource. Our solutions solve three primary challenges that prevent businesses from growing: HR complexity, allocation of human and financial capital, and the ability to build great teams. We sell our solutions through both direct and partner channels. We supplement our direct sales efforts with partner programs that afford us access to opportunities in various geographic and industry niches. Asure has two types of partners: Reseller Partners that white label our products while providing value-added services to their clients (our indirect clients) and Referral Partners that provide us with client leads but do not resell our solutions. We have and will continue to invest in research and development to expand our solutions. Our solutions reduce the administrative burden on employers and increase employee productivity while managing the employment lifecycle. The Asure HCM suite includes eight product lines: Asure Payroll & Tax, Asure HR Compliance, Asure Time & Attendance, AsureRecruiting™, Asure Insurance and Benefits Administration, AsurePay™, Asure Tax Management Solutions, and AsureMarketplace™ .

We develop, market, sell and support our offerings nationwide through our principal office in Austin, Texas, and from our processing hubs in Alabama, California, Florida, Georgia, New Jersey, New York, North Carolina, Ohio, South Dakota, Tennessee, Texas, Virginia, and Vermont.

We have prepared the accompanying unaudited Condensed Consolidated Financial Statements in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and accordingly, they do not include all information and footnotes required under U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements.

In the opinion of management, these interim financial statements contain all adjustments, consisting of normal, recurring adjustments, necessary for a fair presentation of our financial position as of June 30, 2026, comprehensive loss and changes in stockholders’ equity for the three and six months ended June 30, 2026, and 2025, and cash flows for the six months ended June 30, 2026, and 2025. Certain amounts in the prior period financial statements have been reclassified to conform to the presentation of the current period financial statements. These reclassifications had no effect on the consolidated financial position or consolidated results of operations of the Company.

These unaudited Condensed Consolidated Financial Statements should be read in conjunction with our audited Consolidated Financial Statements and notes thereto filed with the SEC in our annual report on Form 10-K for the fiscal year ended December 31, 2025 (our “2025 Annual Report on Form 10-K”). Our results for any interim period are not necessarily indicative of results for a full fiscal year.

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NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

REPORTABLE SEGMENTS

Our chief operating decision maker is our Chairman and Chief Executive Officer, Patrick Goepel, who reviews financial information presented on a company-wide basis. Thus, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 280, we determined that we have a single reportable segment that primarily derives our revenue in the United States by providing payroll services to customers.

USE OF ESTIMATES

Preparation of the Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. These estimates are subjective in nature and involve judgments. The more significant estimates made by management include the valuation allowance for the gross deferred tax assets, the determination of the fair value of our long-lived assets, and the fair value of assets acquired, and liabilities assumed during acquisitions. We base our estimates on historical experience and on various other assumptions management believes reasonable under the given circumstances. These estimates could be materially different under different conditions and assumptions.

CASH AND CASH EQUIVALENTS

We consider all highly liquid investments with maturity of 90 days or less to be cash equivalents. Cash equivalents include investments in an institutional money market fund, which invests in U.S. Treasury bills, notes and bonds, and/or repurchase agreements, backed by such obligations. Carrying value approximates fair value.

INVENTORIES

Our inventories consist primarily of finished goods and are stated at the lower of cost or net realizable value with cost determined on an average cost basis. Items included in costs of inventory consist of labor, material, overhead costs, freight in, and additional transactions costs such as taxes and tariffs.

Provisions are made if the cost of inventories exceeds their net realizable value and is charged to cost of sales. We did not recognize any provision for the three and six months ended June 30, 2026 and 2025.

RECENT ACCOUNTING PRONOUNCEMENTS

In July 2025, the FASB issued ASU No. 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient to assume that, for estimating expected credit losses, current conditions as of the balance sheet date will remain constant through the remaining life of the assets. The practical expedient is available to all entities. The standard becomes effective for all entities for annual periods beginning after December 15, 2025. We adopted this standard prospectively for the annual period ending December 31, 2026. This guidance did not have an impact on our financial position, results of operations, or cash flows.

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

As of June 30, 2026, and December 31, 2025, accumulated other comprehensive income (loss) consisted of net unrealized gains and losses on available-for-sale securities.

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NOTE 3 - BUSINESS COMBINATIONS AND ASSET ACQUISITIONS

2026

Asset Acquisitions

During the six months ended June 30, 2026, we completed one customer relationship asset acquisition. The total purchase price of this acquisition was $6,175, which consisted of $4,730 of cash paid during the six months ended June 30, 2026, $121 of cash to be paid over the next 12 months, the delivery of promissory notes in the amount of $879, net of discounts, and the delivery of 49 shares of Asure common stock, which had an aggregate fair value of $445 at the acquisition dates. The acquired customer relationships are recorded as intangible assets and are being amortized on a straight-line basis over eight years.

2025

Business Combinations

Effective July 1, 2025, we acquired 100% of the membership interests of Lathem Time 2025 LLC (f/k/a Lathem Time Corporation, “Lathem”), whose technology will be used to expand the capabilities of our broader suite of HR solutions, specifically in time and attendance systems. The aggregate purchase price that we paid for the membership interests was $39,497, consisting of $37,500 paid in cash on hand and the remaining $2,221 in the form of a promissory note ($1,997 net of discount).

The following table summarizes the amounts of assets acquired and liabilities assumed at the acquisition date, valued at their estimated acquisition-date fair value:


	Acquisition Date Fair Value
Accounts receivable	$	2,020
Inventory	3,380
Prepaid expenses and other current assets	177
Property and equipment, net	185
Intangible assets, net	16,500
Operating lease assets, net	826
Other assets, net	777
Total assets acquired	23,865
Accounts payable	474
Operating lease liabilities, current	826
Other accrued liabilities	615
Deferred revenue	3,488
Total liabilities assumed	5,403