Asure Software (ASUR) 2013年年度報告「NASDAQ」.pdf

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1、ASURE SOFTWARE INCFORM 10-K(Annual Report)Filed 03/27/14 for the Period Ending 12/31/13 Address110 WILD BASIN ROADSUITE 100AUSTIN,TX 78746Telephone5124372700CIK0000884144SymbolASURSIC Code7373-Computer Integrated Systems DesignIndustryComputer ServicesSectorTechnologyFiscal Year12/31http:/www.edgar-

2、 Copyright 2014,EDGAR Online,Inc.All Rights Reserved.Distribution and use of this document restricted under EDGAR Online,Inc.Terms of Use.UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington,D.C.20549 FORM 10-K For the calendar year ended December 31,2013 OR For the transition period from to

3、Commission file number:0-20008 ASURE SOFTWARE,INC.(Exact Name of Registrant as Specified in its Charter)SECURITIES REGISTERED PURSUANT TO SECTION 12(b)OF THE ACT:None SECURITIES REGISTERED PURSUANT TO SECTION 12(g)OF THE ACT:Common Stock,$0.01 par value Indicate by check mark if the registrant is a

4、well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes?No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d)of the Act.Yes?No Indicate by check mark whether the registrant(1)has filed all reports required to be filed by Secti

5、on 13 or 15(d)of the Securities Exchange Act of 1934(“Exchange Act”)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 No?Indicate by check mark whether the regis

6、trant has submitted electronically and posted on its corporate Web site,if any,every Interactive Data File required to be submitted and posted 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

7、submit and post such files).Yes No?Indicate by check mark if disclosure of delinquent filings pursuant to Item 405 of Regulation S-K(229.405 of this chapter)is not contained herein,and will not be contained,to the best of the registrants knowledge,in definitive proxy or information statements incorp

8、orated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,or a smaller reporting company,as defined in Rule 12b-2 of the Exchange Act.Large accelerated f

9、iler?Accelerated filer?Non-accelerated filer?Smaller reporting company ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934?TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 Delaware 74-2415696 (State or other jurisdiction of (I.R.

10、S.Employer incorporation or organization)Identification No.)110 Wild Basin Road,Suite 100 Austin,Texas 78746 (Address of Principal Executive Offices)(Zip Code)(512)437-2700 (Registrants Telephone Number,including Area Code)Indicate by check mark whether the registrant is a shell company(as defined i

11、n Rule 12b-2 of the Exchange Act).Yes?No The aggregate market value of the 5,924,551 shares of the registrants Common Stock held by non-affiliates on June 30,2013 was approximately$25,802,140.For purposes of this computation all officers,directors and 5%beneficial owners of the registrant are deemed

12、 to be affiliates.Such determination should not be deemed an admission that such officers,directors and beneficial owners are,in fact,affiliates of the registrant.At March 24,2014,there were 5,979,426 shares of the registrants Common Stock,$.01 par value,issued and outstanding.DOCUMENTS INCORPORATED

13、 BY REFERENCE Portions of the registrants definitive Proxy Statement relating to its 2014 Annual Meeting of Shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.Such Proxy Statement,or an amendment to this report containing the Items comprising

14、Part III,will be filed with the U.S.Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.TABLE OF CONTENTS Table of Contents PART I Item 1.Business 3 Item 1A.Risk Factors 9 Item 1B.Unresolved Staff Comments 9 Item 2.Properties 9 Item 3.Lega

15、l Proceedings 9 Item 4.Mine Safety Disclosures 9 PART II Item 5.Market for Registrants Common Equity,Related Stockholder Matters and Issuer Purchases of Equity Securities 10 Item 6.Selected Financial Data 11 Item 7.Managements Discussion and Analysis of Financial Condition and Results of Operations

16、11 Item 7A.Quantitative and Qualitative Disclosures about Market Risk 20 Item 8.Financial Statements and Supplementary Data 20 Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosures 20 Item 9A Controls and Procedures 20 Item 9B.Other Information 20 PART III Item

17、 10.Directors,Executive Officers and Corporate Governance 21 Item 11.Executive Compensation 21 Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 21 Item 13.Certain Relationships and Related Transactions,and Director Independence 21 Item 14.Princip

18、al Accountant Fees and Services 21 PART IV Item 15.Exhibits and Financial Statement Schedules 22 Signatures 24 STOCK SPLIT On April 30,2012,we completed a 3-for-2 stock split.We have adjusted all prior periods presented to reflect the impact of this stock split,including the impact on basic and dilu

19、ted weighted-average shares and shares issued and outstanding.PART I ITEM 1.BUSINESS GENERAL Asure Software,Inc.,a Delaware corporation,is a provider of cloud-based software-as-a-service(“SaaS”)time&labor management and workspace management solutions that enable companies of all sizes and complexiti

20、es to operate more efficiently and proactively manage costs associated with their most expensive assets:real estate,labor and technology.Asure serves approximately 5,000 clients worldwide,ranging from global Fortune 500 clients to small and mid-sized businesses.We focus on offering solutions to orga

21、nizations in the financial services,manufacturing,non-profit,healthcare,government organizations and retail services industries.Our clients include Merck and Co.,Inc.,Pfizer,Inc.,S,Inc.,Duke University,Cornell University,Iron Mountain,State Street,and Baker&McKenzie.We currently offer two main produ

22、ct lines,AsureSpace and AsureForce.Our AsureSpace workplace management solutions enable organizations to manage their office environments and optimize real estate utilization.Our AsureForce time and labor management solutions help organizations optimize labor and labor administration costs and activ

23、ities.Labor administration,technology and real estate costs typically represent an organizations three largest expenditures,yet many companies remain unaware of how they use resources in these areas.Asures solutions enable business leaders to approach these areas as a strategic opportunity to drive

24、efficiencies and collaboration and control costs by providing access to data that can help to facilitate better real estate and labor decisions guided by meaningful metrics.Asures solutions also help businesses to prepare their workplace for the workforce of the future.Employees are increasingly mob

25、ile,transient and connected to technology 24x7 via their own mobile devices.The“employee backpack”a cubicle,desktop PC and traditional phone land line is not always necessary and in many companies is becoming obsolete.As a result,the workplace is changing and evolving,with“hotel”(i.e.,shared)cubicle

26、 spaces and more spaces for social connections and collaboration.Asures cloud-based solutions help control costs and optimize productivity in a highly mobile,geographically disparate and technically wired work environment.We were incorporated in 1985 and our principal executive offices are located a

27、t 110 Wild Basin Road,Suite 100,Austin,Texas 78746.Our telephone number is(512)437-2700 and our website is .Information on our website is not part of this Annual Report on Form 10-K.Asure makes available free of charge,on or through its website,our annual report on Form 10-K,our quarterly reports on

28、 Form 10-Q and our current reports on Form 8-K,and amendments to those reports filed or furnished pursuant to Section 13(a)or 15(d)of the Exchange Act,as soon as reasonably practicable after we electronically file these materials or furnish them to the Securities and Exchange Commission.Table of Con

29、tents 3 RECENT DEVELOPMENTS In September 2013,we entered into a third amendment to our Senior Note Payable.Under this amendment,we borrowed an additional$2.5 million in September 2013 and an additional$1.5 million in December 2013.We used the net proceeds to pay the two Legiant Acquisition Notes tot

30、aling$1.7 million,as well as the two related party 15%Notes totaling$800,000.These loans were all due in October 2014.Under the latest amendment,we also changed certain financial covenants.See Note 6 in the accompanying financial statements for more information.In October 2013,we paid in full,less a

31、 5%discount for early payment,the note entered into in conjunction with the purchase of the assets of ADITime,LLC(“ADI”).In conjunction with the acquisition of the assets of ADI in October 2011,we issued a$1.1 million note payable to the seller.This note bore interest at an annual rate of 0.16%,was

32、due October 2014 and was guaranteed by us.We made a principal payment of$245,000 in July 2012 and a final payment of$811,000 in October 2013 in full payment of this note.See Note 6 in the accompanying financial statements for more information.In March 2014,we entered into a Credit Agreement with Wel

33、ls Fargo Bank,National Association,as administrative agent,and the lenders that are party thereto.The Credit Agreement provides for a term loan in the amount of$15.0 million.The term loan will mature in March 2019.The outstanding principal amount of the term loan is payable follows:In March 2014,we

34、used the proceeds of the term loan to finance the repayment of all amounts outstanding under our loan agreement with Deerpath Funding,LP(“Deerpath”)and the payment of certain fees,cost and expenses related to the Credit Agreement.The Deerpath loan bore interest at a floating annual rate equal to LIB

35、OR plus 8.0%,subject to a LIBOR floor of 9.5%,or a minimum of 11.5%.We expect to incur,in the first quarter of 2014,a one-time charge of approximately$1.4 million in connection with the refinancing,of which approximately$700,000 is non-cash deferred financing costs.The Credit Agreement also provides

36、 for a revolving loan commitment in the aggregate amount of up to$3.0 million.The outstanding principal amount of the revolving loan is due and payable in March,2019.Additionally,the Credit Agreement provides for a$10.0 million uncommitted incremental term loan facility to support permitted acquisit

37、ions.The term loan and revolving loan will bear interest,at our option,at(i)the greater of 1%or LIBOR,plus an applicable margin or(ii)a base rate(as defined in the Credit Agreement)plus an applicable margin.We have elected to use the Libor rate plus the applicable margin,which is 5%for the first six

38、 months.Interest is payable monthly and the margin varies based upon our leverage ratio.See table below of applicable margin rates.We may voluntarily prepay the principal amount outstanding under the revolving loan at any time without penalty or premium.We must pay a premium if we make a voluntary p

39、repayment of outstanding principal under the term loan during the first two years following the closing date or if we are required to prepay outstanding principal under the Credit Agreement with proceeds resulting from certain asset sales or debt incurrence.The premium is 1%or 0.5%of the principal a

40、mount being prepaid depending on whether the prepayment occurs on or before the first anniversary of the closing date or subsequent to the first anniversary date through the second anniversary of the closing date.In addition,we are required to repay outstanding principal with 50%of excess cash flow,

41、certain over advances,asset sale proceeds,debt proceeds,and proceeds from judgments and settlements.Under the Credit Agreement,we are required to maintain a fixed charge coverage ratio of not less than 1.5 to 1.0 beginning with the quarter ending June 30,2014 and each calendar quarter thereafter,and

42、 a leverage ratio of not greater than 3.5 to 1.0 beginning with the quarter ending June 30,2014 with the levels stepping down thereafter.The Credit Agreement contains customary affirmative and negative covenants,including,among others,limitations with respect to debt,liens,fundamental changes,sale o

43、f assets,prepayment of debt,investments,dividends,and transactions with affiliates.The Credit Agreement contains customary events of default,including,among others,payment defaults,covenant defaults,judgment defaults,bankruptcy and insolvency events,cross defaults to certain indebtedness,incorrect r

44、epresentations or warranties,and change of control.In some cases,the defaults are subject to customary notice and grace period provisions.Table of Contents$187,500 on June 30,2014 and the last day of each fiscal quarter thereafter up to March 31,2016;$281,250 on June 30,2016 and the last day of each

45、 fiscal quarter thereafter up to March 31,2017;and$375,000 on June 30,2017 and the last day of each fiscal quarter thereafter.Total Leverage Ratio Base Rate Margin LIBOR Rate Margin 2.75:1.0 3.00%4.00%2.25:1 2.50%3.50%2.75:1.0 3.00%4.00%2.25:1 2.50%3.50%2.75:1.0 3.00%4.00%2.25:1 2.50%3.50%2.25:1 2.0

46、0%3.00%F-27 ASURE SOFTWARE,INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands,except share and per share data or otherwise noted)Under the Credit Agreement,we are required to maintain a fixed charge coverage ratio of not less than 1.5 to 1.0 beginning with the quarter ending Ju

47、ne 30,2014 and each calendar quarter thereafter,and a leverage ratio of not greater than 3.5 to 1.0 beginning with the quarter ending June 30,2014 with the levels stepping down thereafter.The Credit Agreement contains customary affirmative and negative covenants,including,among others,limitations wi

48、th respect to debt,liens,fundamental changes,sale of assets,prepayment of debt,investments,dividends,and transactions with affiliates.The Credit Agreement contains customary events of default,including,among others,payment defaults,covenant defaults,judgment defaults,bankruptcy and insolvency events

49、,cross defaults to certain indebtedness,incorrect representations or warranties,and change of control.In some cases,the defaults are subject to customary notice and grace period provisions.In connection with the Credit Agreement,we and our wholly owned active subsidiaries entered into a Guaranty and

50、 Security Agreement,in March 2014,with Wells Fargo Bank.Under the Guaranty and Security Agreement,we and each of our wholly owned active subsidiaries have guaranteed all obligations under the Credit Agreement and granted a security interest in substantially all of our and our subsidiaries assets.Tab

51、le of Contents F-28 SIGNATURES Pursuant to the requirements of Section 13 or 15(d)of the Securities Exchange Act of 1934,the Registrant has duly caused this report to be signed on its behalf by the undersigned,thereunto duly authorized.Pursuant to the requirements of the Securities Exchange Act of 1

52、934,this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the date indicated.Table of Contents ASURE SOFTWARE,INC.March 27,2014 By /s/PATRICK GOEPEL Patrick Goepel Chief Executive Officer Signature Title Date /s/PATRICK GOEPEL Chief Executive O

53、fficer March 27,2014 Patrick Goepel (Principal Executive Officer)and Director /s/JENNIFER CROW Chief Financial Officer March 27,2014 Jennifer Crow (Principal Financial and Accounting Officer)/s/DAVID SANDBERG Chairman of the Board March 27,2014 David Sandberg /s/ADRIAN PERTIERRA Director March 27,20

54、14 Adrian Pertierra /s/J.RANDALL WATERFIELD Director March 27,2014 J.Randall Waterfield /s/MATTHEW BEHRENT Director March 27,2014 Matthew Behrent 24 INDEX TO EXHIBITS Table of Contents EXHIBIT NUMBER DOCUMENT DESCRIPTION 2.1 Asset Purchase Agreement dated October 1,2011 by and among Asure Software,I

55、nc.,ADI Software,LLC and ADI Time,LLC(1)2.2 Asset Purchase Agreement dated December 14,2011 by and among Asure Software,Inc.,ADI Legiant,LLC and WG Ross Corp.(2)2.3 Stock Purchase Agreement dated July 1,2012 between Meeting maker Holding B.V.and PeopleCube Holding B.V.and Asure Software,Inc.(3)2.4 C

56、ode Purchase and Perpetual License Agreement dated October 9,2012 between Asure Software,Inc.and FotoPunch,Inc.(4)3.1 Restated Certificate of Incorporation(5)3.2 Certificate of Amendment to the Restated Certificate of Incorporation(6)3.3 (Second)Certificate of Amendment to the Restated Certificate o

57、f Incorporation(7)3.4 Amended and Restated Bylaws(8)4.1 Specimen Certificate for the Common Stock(9)4.2 Amended and Restated Rights Agreement,dated as of October 28,2009 between Asure Software,Inc.and American Stock Transfer&Trust Company(10)4.3 Amended and Restated Certificate of Designation of Ser

58、ies A Junior Participating Preferred Stock(10)4.4 Form of Rights Certificate(10)4.5 Form of 9%Subordinated Convertible Promissory Note (1)4.6 Form of 15%Subordinated Promissory Note(1)4.7 Form of Securities Purchase Agreement for 9%Subordinated Convertible Promissory Note(1)4.8 Form of Securities Pu

59、rchase Agreement for 15%Subordinated Promissory Note(1)4.9 Registration Rights Agreement(1)4.10 Amended and Restated Registration Rights Agreement dated March 10,2012(11)4.11 Amendment Agreement with respect to the Amended and Restated 9%Convertible Promissory Notes(11)4.12 Promissory Note dated Oct

60、ober 2011 issued in connection with acquisition of certain assets from ADI Time,LLC(2)4.13 Letter Agreement from Patrick Goepel relating to forfeiture of option rights(2)4.14 Stock Option Agreement for Patrick Goepel(2)4.15 Stock Option Agreement for Steve Rodriguez(2)4.16 Stock Option Agreement for

61、 Mike Kinney(2)10.1 Amended Restricted Stock Plan,effective May 23,2006(12)10.2 2009 Equity Plan,amended as of June 26,2012 (13)25 Table of Contents 10.3 Amendment No.3 to 2009 Equity Plan(13)10.4 Form of Option Agreement under the 2009 Equity Plan(13)10.5 Stock Purchase Agreement dated September 25

62、,2009 with Patrick Goepel(14)10.6 Amended and Restated Employment Agreement dated July 2,2011 with Patrick Goepel(2)10.8 Employment Letter with Mike Kinney,dated as of August 15,2011(2)10.9 Employment Letter with Steve Rodriguez,dated as of August 15,2011(2)10.10 Credit Agreement between Asure Softw

63、are,Inc.and JPMorgan Chase Bank,N.A.(1)10.11 Fourth Amendment to Lease Agreement with WB One&Two LTD(15)10.12 Lease Agreement to Premises located at 200 Crossings Boulevard,Warwick,Rhode Island(2)10.13 Sixth Amendment to Lease Agreement with Wild Basin I&II Investors,LP(2)10.14 First Amendment to Lo

64、an Agreement effective as of December 31,2012 by and among Asure Software Inc.,ADI Software,LLC,Asure Legiant,LLC Meeting Maker-United States,Inc.and Deerpath Funding,LP(16)10.15 Form of Common Stock Purchase Agreement dated as of May 30,2013(17)10.16 Second Amendment to Loan Agreement effective as

65、of March 31,2013 by and among Asure Software Inc.,ADI Software,LLC,Asure Legiant,LLC Meeting Maker-United States,Inc.and Deerpath Funding,LP(18)10.17 Third Amendment to Loan Agreement effective as of September 30,2013 by and among Asure Software Inc.,ADI Software,LLC,Asure Legiant,LLC Meeting Maker-

66、United States,Inc.and Deerpath Funding,LP(19)10.18 Credit Agreement by and among Wells Fargo Bank,National Association,as Administrative Agent,the Lenders that are parties Hereto as the Lenders,and Asure Software,Inc.,as Borrower,Dated as of March 20,2014 (20)10.19 Guaranty and Security Agreement be

67、tween Asure Software,Inc.and Wells Fargo Bank,National Association,dated March 20,2014 (20)14 Code of Business Conduct and Ethics(8)21 Subsidiaries of the Company*23.1 Consent of Ernst&Young LLP*31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*31.2 Certification pursuant

68、to Section 302 of the Sarbanes-Oxley Act of 2002*32.1 Certification pursuant to 18 U.S.C.Section 1350,as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*32.2 Certification pursuant to 18 U.S.C.Section 1350,as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*101 The

69、 following materials from Asure Software,Inc.s Annual Report on Form 10-K for the year ended December 31,2013,formatted in XBRL(Extensible Business Reporting Language):(1)the Consolidated Balance Sheets,(2)the Consolidated Statements of Comprehensive Income(Loss),(3)the Consolidated Statements of Ca

70、sh Flows,and(4)Notes to Consolidated Financial Statements.26 Table of Contents(1)Incorporated by reference to the Companys Quarterly Report on Form 10-Q for the three months ended September 30,2011 filed with the SEC on November 14,2011.(2)Incorporated by reference to the Companys Annual Report on F

71、orm 10-K for the year ended December 31,2011 filed with the SEC on March 30,2012.(3)Incorporated by reference to the Companys Current Report on Form 8-K filed with the SEC on July 6,2012.(4)Incorporated by reference to the Companys Current Report on Form 8-K filed with the SEC on October 15,2012.(5)

72、Incorporated by reference to the Companys Quarterly Report on Form 10-Q for the three months ended October 31,2004 filed with the SEC on December 15,2004.(6)Incorporated by reference to the Companys Current Report on Form 8-K filed with the SEC on December 29,2009.(7)Incorporated by reference to App

73、endix C to the Companys 2012 Proxy Statement filed with the SEC on May 23,2012.(8)Incorporated by reference to the Companys Current Report on Form 8-K filed with the SEC on September 27,2012.(9)Incorporated by reference to Exhibit 4.1 to the Companys Registration Statement on Form S-3 filed with the

74、 SEC on December 13,2012.(10)Incorporated by reference to the Companys Current Report on Form 8-K filed with the SEC on October 28,2009.(11)Incorporated by reference to the Companys Current Report on Form 8-K filed with the SEC on March 12,2012.(12)Incorporated by reference to the Companys Quarterly

75、 Report on Form 10-Q for the three months ended April 30,2006 filed with the SEC on June 14,2006.(13)Incorporated by reference to the Companys 2013 Proxy Statement filed with the SEC on April 30,2013.(14)Incorporated by reference to the Companys Current Report on Form 8-K filed with the SEC on Septe

76、mber 28,2009.(15)Incorporated by reference to the Companys Quarterly Report on Form 10-Q for the three months ended March 31,2010 filed with the SEC on May 17,2010.(16)Incorporated by reference to the Companys Annual Report on Form 10-K for the year ended December 31,2012 filed with the SEC on April

77、 1,2013.(17)Incorporated by reference to the Companys Current Report on Form 8-K filed with the SEC on June 5,2013.(18)Incorporated by reference to the Companys Current Report on Form 8-K filed with the SEC on August 7,2013 (19)Incorporated by reference to the Companys Current Report on Form 8-K fil

78、ed with the SEC on October 2,2013 (20)Incorporated by reference to the Companys Current Report on Form 8-K filed with the SEC on March 25,2014 27 EXHIBIT 21 LIST OF SUBSIDIARIES Subsidiary Location Compression Labs,Inc.Delaware Forgent Networks Canada,Inc.Canada iSarla Software Solutions Private Lim

79、ited India VTEL Australia,PTY LTD Australia VTEL Germany,GmbH Germany ADI Software,LLC Delaware Asure Legiant,LLC Delaware Meeting Maker-United States,Inc.Delaware Meeting Maker LTD United Kingdom Business Solve LTD United Kingdom EXHIBIT 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

80、 We consent to the incorporation by reference in the following registration statements,and in the related prospectuses thereto,of Asure Software,Inc.(Form S-3 Nos.333-185488 and 333-182828 and Form S-8 Nos.333-77733,333-44533,333-48885,333-28499,333-64212,and 333-110239)of our report dated March 27,

81、2014,with respect to the consolidated financial statements of Asure Software,Inc.included in this Annual Report(Form 10-K)for the year ended December 31,2013./s/Ernst&Young LLP Austin,Texas March 27,2014 EXHIBIT 31.1 CERTIFICATION OF PERIODIC REPORT PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT

82、OF 2002 I,Patrick Goepel,certify that:1.I have reviewed the Annual Report on Form 10-K of the Company for the calendar year ended December 31,2013(the“Report”);2.Based on my knowledge,the Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to ma

83、ke the statements made,in light of the circumstances under which such statements were made,not misleading with respect to the periods covered by this Report;3.Based on my knowledge,the financial statements,and other financial information included in the Report,fairly present in all material respects

84、 the financial condition,results of operations and cash flows of the Company as of,and for,the periods presented in the Report;4.The Companys other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e)a

85、nd 15d-15(e)and internal control over financial reporting(as defined in Exchange Act Rules 13a-15(f)and 15d-15(f)for the Company and we have:(a)Designed such disclosure controls and procedures,or caused such disclosure controls and procedures to be designed under our supervision,to ensure that mater

86、ial information relating to the Company,including its consolidated subsidiaries,is made known to us by others within these entities,particularly during the period in which the Report is being prepared;(b)Designed such internal control over financial reporting,or caused such internal control over fin

87、ancial reporting to be designed under our supervision,to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;(c)Evaluated the effectiveness of the C

88、ompanys disclosure controls and procedures and presented in the Report our conclusions about the effectiveness of the disclosure controls and procedures,as of the end of the period covered by the Report based on such evaluation;and (d)Disclosed in the Report any change in the Companys internal contr

89、ol over financial reporting that occurred during the Companys most recent calendar year ended December 31,2013 that has materially affected,or is reasonably likely to materially affect,the Companys internal control over financial reporting;and 5.The Companys other certifying officer and I have discl

90、osed,based on our most recent evaluation of internal control over financial reporting,to the Companys auditors and to the Audit Committee of the Board of Directors:(a)All significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are

91、 reasonably likely to adversely affect the Companys ability to record,process,summarize and report financial information;and (b)Any fraud,whether or not material,that involves management or other employees who have a significant role in the Companys internal control over financial reporting./s/PATRI

92、CK GOEPEL Patrick Goepel Chief Executive Officer March 27,2014 EXHIBIT 31.2 CERTIFICATION OF PERIODIC REPORT PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I,Jennifer Crow,certify that:1.I have reviewed the Annual Report on Form 10-K of the Company for the calendar year ended December 31,

93、2013(the“Report”);2.Based on my knowledge,the Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,in light of the circumstances under which such statements were made,not misleading with respect to the periods covered

94、by this Report;3.Based on my knowledge,the financial statements,and other financial information included in the Report,fairly present in all material respects the financial condition,results of operations and cash flows of the Company as of,and for,the periods presented in the Report;4.The Companys

95、other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e)and 15d-15(e)and internal control over financial reporting(as defined in Exchange Act Rules 13a-15(f)and 15d-15(f)for the Company and we have:(

96、a)Designed such disclosure controls and procedures,or caused such disclosure controls and procedures to be designed under our supervision,to ensure that material information relating to the Company,including its consolidated subsidiaries,is made known to us by others within these entities,particular

97、ly during the period in which the Report is being prepared;(b)Designed such internal control over financial reporting,or caused such internal control over financial reporting to be designed under our supervision,to provide reasonable assurance regarding the reliability of financial reporting and the

98、 preparation of financial statements for external purposes in accordance with generally accepted accounting principles;(c)Evaluated the effectiveness of the Companys disclosure controls and procedures and presented in the Report our conclusions about the effectiveness of the disclosure controls and

99、procedures,as of the end of the period covered by the Report based on such evaluation;and (d)Disclosed in the Report any change in the Companys internal control over financial reporting that occurred during the Companys most recent calendar year ended December 31,2013 that has materially affected,or

100、 is reasonably likely to materially affect,the Companys internal control over financial reporting;and 5.The Companys other certifying officer and I have disclosed,based on our most recent evaluation of internal control over financial reporting,to the Companys auditors and to the Audit Committee of t

101、he Board of Directors:(a)All significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Companys ability to record,process,summarize and report financial information;and (b)Any fraud,whet

102、her or not material,that involves management or other employees who have a significant role in the Companys internal control over financial reporting./s/JENNIFER CROW Jennifer Crow Chief Financial Officer March 27,2014 EXHIBIT 32.1 CERTIFICATION OF PERIODIC REPORT PURSUANT TO SECTION 906 OF THE SARB

103、ANES-OXLEY ACT OF 2002 I,Patrick Goepel,do hereby certify,pursuant to 18 U.S.C.Section 1350,as adopted by Section 906 of the Sarbanes-Oxley Act of 2002,that:A signed original of this written statement required by Section 906 has been provided to Asure Software,Inc.and will be retained by Asure Softw

104、are,Inc.and furnished to the Securities and Exchange Commission or its staff upon request.The foregoing certification is being furnished solely pursuant to 18 U.S.C.Section 1350 and is not being filed as part of the Report or as a separate disclosure document.1.The Annual Report on Form 10-K of the

105、Company for the calendar year ended December 31,2013(the“Report”)fully complies with the requirements of section 13(a)or 15(d)of the Securities Exchange Act of 1934 as amended,and 2.The information contained in the Report fairly presents,in all material respects,the financial condition and results o

106、f operations of the Company./s/PATRICK GOEPEL Patrick Goepel Chief Executive Officer March 27,2014 EXHIBIT 32.2 CERTIFICATION OF PERIODIC REPORT PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I,Jennifer Crow,do hereby certify,pursuant to 18 U.S.C.Section 1350,as adopted by Section 906 of

107、the Sarbanes-Oxley Act of 2002,that:A signed original of this written statement required by Section 906 has been provided to Asure Software,Inc.and will be retained by Asure Software,Inc.and furnished to the Securities and Exchange Commission or its staff upon request.The foregoing certification is

108、being furnished solely pursuant to 18 U.S.C.Section 1350 and is not being filed as part of the Report or as a separate disclosure document.1.The Annual Report on Form 10-K of the Company for the fiscal year ended December 31,2013(the“Report”)fully complies with the requirements of section 13(a)or 15(d)of the Securities Exchange Act of 1934 as amended,and 2.The information contained in the Report fairly presents,in all material respects,the financial condition and results of operations of the Company./s/JENNIFER CROW Jennifer Crow Chief Financial Officer March 27,2014