Asure Software (ASUR) 2015年年度報告「NASDAQ」.pdf

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1、ASURE SOFTWARE INCFORM 10-K(Annual Report)Filed 03/30/16 for the Period Ending 12/31/15 Address110 WILD BASIN ROADSUITE 100AUSTIN,TX 78746Telephone5124372700CIK0000884144SymbolASURSIC Code7373-Computer Integrated Systems DesignIndustryComputer ServicesSectorTechnologyFiscal Year12/31http:/www.edgar-

2、 Copyright 2016,EDGAR Online,Inc.All Rights Reserved.Distribution and use of this document restricted under EDGAR Online,Inc.Terms of Use.UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 FORM 10-K xxANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 193

3、4 For the calendar year ended December 31,2015OR ooTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number:0-20008ASURE SOFTWARE,INC.(Exact Name of Registrant as Specified in its Charter)Delaware 74-2415696(Stat

4、e or other jurisdiction of(I.R.S.Employerincorporation 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)SECURITIES REGISTERED PURSUANT TO SECTION 12(b)OF

5、 THE ACT:NoneSECURITIES REGISTERED PURSUANT TO SECTION 12(g)OF THE ACT:Common Stock,$0.01 par value Indicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes o No xIndicate by check mark if the registrant is not required to file reports

6、 pursuant to Section 13 or 15(d)of the Act.Yes o No xIndicate 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(“Exchange Act”)during the preceding 12 months(or for such shorter period that the registrant wa

7、s required to file such reports),and(2)has been subject to suchfiling requirements for the past 90 days.Yes x No o Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site,if any,every Interactive Data File required to besubmitted and posted pur

8、suant to Rule 405 of Regulation S-T(232.405 of this chapter)during the preceding 12 months(or for such shorter period that theregistrant was required to submit and post such files).Yes x No o Indicate by check mark if disclosure of delinquent filings pursuant to Item 405 of Regulation S-K(229.405 of

9、 this chapter)is not contained herein,and will notbe contained,to the best of the registrants knowledge,in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or anyamendment to this Form 10-K.xIndicate by check mark whether the registrant is a large ac

10、celerated filer,an accelerated filer,a non-accelerated filer,or a smaller reporting company,as defined inRule 12b-2 of the Exchange Act.Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company x Indicate by check mark whether the registrant is a shell company(a

11、s defined in Rule 12b-2 of the Exchange Act).Yes o No x The aggregate market value of the 6,289,196 shares of the registrants Common Stock held by non-affiliates on June 30,2015,the last business day of theregistrants most recently completed second quarter,was approximately$38,175,420.For purposes o

12、f this computation all officers,directors and 5%beneficialowners of the registrant are deemed 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 28,2016,there were 6,291,596 shares

13、 of the registrants Common Stock,$.01 par value,issued and outstanding.DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrants definitive Proxy Statement relating to its 2015 Annual Meeting of Shareholders are incorporated by reference into Part III of thisAnnual Report on Form 10-K where in

14、dicated.Such Proxy Statement,or an amendment to this report containing the Items comprising Part III,will be filed withthe 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 CONTENTSPART I Item 1.Business3It

15、em 1A.Risk Factors9Item 1B.Unresolved Staff Comments9Item 2.Properties9Item 3.Legal Proceedings9 PART II Item 5.Market for Registrants Common Equity,Related Stockholder Matters and Issuer Purchases of Equity Securities10Item 6.Selected Financial Data11Item 7.Managements Discussion and Analysis of Fi

16、nancial Condition and Results of Operations11Item 7A.Quantitative and Qualitative Disclosures about Market Risk21Item 8.Financial Statements and Supplementary Data21Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosures22Item 9A.Controls and Procedures22 PART II

17、I Item 10.Directors,Executive Officers and Corporate Governance23Item 11.Executive Compensation23Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters23Item 13.Certain Relationships and Related Transactions,and Director Independence23Item 14.Principal

18、 Accountant Fees and Services23 PART IV Item 15.Exhibits and Financial Statement Schedules24 Signatures26 Table of Contents PART IITEM 1.BUSINESSGENERALAsure Software,Inc.,a Delaware corporation,is a global provider of cloud-based software-as-a-service(“SaaS”)solutions that help companies bringpeopl

19、e,time,space and assets together.Asure serves approximately 6,000 clients in 80 countries,ranging from global Fortune 500 clients to small and mid-sized businesses.Some of our clientsinclude Aetna,Apple Inc.,Baker&McKenzie,Deutsche Bank,KPMG UK,La Trobe University,Merck and Co.,Inc.,Mondelez,Pfizer,

20、Inc.,Pearson,PSSI,S,Inc.,State Street and Thomson Reuters.Our mission guides the work we do each day;it is“To deliver innovative technology with the passion toempower every clients workplace and the commitment to make their workdays easier.”We currently offer a full suite of solutions to help client

21、s optimize and manage their mobile workforces and their global workspaces.SaaS-based offeringsinclude:asset management,mobile room scheduling,mobile time tracking,scheduling software,space utilization solutions,tablet-based time clocks,time andlabor management software,traditional time clocks,touch

22、panels for room scheduling,and workplace business intelligence(“BI”)analytics.All products areimplemented using our proven client deployment model and supported with professional services and client support teams as needed.More than ever,companies are trying to get a handle on how to track,understan

23、d and optimize their real estate and time and labor costs in a world that isbecoming increasingly mobile and global.With tele-commuting,hoteling(i.e.,sharing of cubical space),and alternative working on the rise,executives have anopportunity to reinvent their workspaces to better meet the needs of t

24、heir workforces and save millions in real estate costs.Similarly,mobile time tracking withgeospatial and facial recognition technologies allows executives to better understand where and when their employees are working,and provides great insights intooptimizing labor schedules and labor costs.Mobile

25、 time and tablet-based time tracking solutions also help combat“buddy punching”-when a dishonest workercovers for an absent co-worker by punching the company time clock for the absent worker-which can cost companies millions of dollars per year.We were incorporated in 1985 and our principal executiv

26、e offices are located at 110 Wild Basin Road,Suite 100,Austin,Texas 78746.Our telephonenumber 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,ou

27、r quarterly reports on Form 10-Q and our currentreports 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 practicableafter we electronically file these materials or furnish them to the Securities and Exchange Com

28、mission.RECENT DEVELOPMENTS TermLoan-WellsFargoIn March 2014,we entered into a credit agreement with Wells Fargo Bank,National Association(“N.A.”),as administrative agent,and the lenders thatare party thereto(“Credit Agreement”).The Credit Agreement originally provided for a term loan in the amount

29、of$15.0 million.The term loan will mature inMarch 2019.We amended the Credit Agreement in August 2014 to revise the leverage ratio beginning with the quarter ending September 30,2014 to a leverageratio of not greater than 3.6 to 1.0 with the levels stepping down thereafter.We further amended the Cre

30、dit Agreement in March 2015 to authorize us to optionallyprepay,subject to specified conditions,the Subordinated Note Payable to Roomtag and to revise the leverage ratio beginning with the quarter ended March 31,2015 to a leverage ratio of not greater than 3.5 to 1.0 with the levels stepping down th

31、ereafter.We also amended the Credit Agreement in November 2015.TheNovember 2015 amendment increased the applicable margin relative to the LIBOR rate upon which we compute the interest payable.We agreed that if ourleverage ratio is(a)less than or equal to 2.25:1,(b)greater than 2.25:1 but less than o

32、r equal to 2.75:1,(c)greater than 2.75:1 but less than or equal to 3.25:1 or(d)greater than 3.25:1,the applicable margin relative to the LIBOR rate would be 3.00,3.50,4.00 or 4.50 percentage points,respectively.We further agreed that untilthe leverage ratio testing period ending September 30,2016,we

33、 will pay interest based on the 4.50 percentage point margin level.3Table of ContentsWe amended the Credit Agreement again in March 2016 coincident with the acquisition of Mangrove Employer Services,Inc.of Tampa,Florida(“Mangrove”).Under this amendment,we expanded our overall credit facility by$12.5

34、 million to$29.2 million.This includes a$26.2 million term facility whichis due March 21,2019 and a$3.0 million revolving credit facility.This amendment also changed the applicable margin rates for determining the interest ratepayable on the loan as follows:Total Leverage Ratio Base RateMargin LIBOR

35、 RateMargin 2.75:1 3.50%4.50%2.75:1 but 3.25:1 4.00%5.00%3.25:1 4.50%5.50%We have agreed to repay the outstanding principal amount of the term loan as follows:$491,016 on June 30,2016 and the last day of each fiscal quarter thereafter up to March 31,2017;and$654,688 on June 30,2017 and the last day

36、of each fiscal quarter thereafter.The March 2016 amendment also changed our leverage ratio requirements under the Credit Agreement.We have now agreed to a leverage ratio not toexceed 5.00:1 at March 31,2016,stepping down to 2.25:1 at December 31,2018.As of December 31,2015,we were in compliance with

37、 all covenants,with the exception of the leverage ratio and fixed charge coverage ratio,and allpayments remain current.A covenant waiver related to the leverage ratio and fixed charge coverage ratio was received from the lender as of December 31,2015.As a result of the waiver,we were in compliance w

38、ith all covenant requirements as of December 31,2015.We expect to be in compliance or be able to obtaincompliance through debt repayments with the available cash on hand or as we expect to be generated from the ordinary course of operations over the next twelvemonths.See Note 6-Note Payable in the a

39、ccompanying financial statements for more information about the Credit Agreement and Guaranty and SecurityAgreement.2016AcquisitionsThrough the stock and asset purchases described below,we have entered into the human resource management,payroll processing and benefitsadministration services business

40、es,which we intend to integrate into our existing AsureForce product line.Stock Purchase AgreementIn March 2016,we acquired all of the issued and outstanding shares of common stock(the“Shares”)of Mangrove Employer Services,Inc.of Tampa,Florida(“Mangrove”).Pursuant to this stock purchase,we acquired

41、the payroll division of Mangrove,which is engaged in the human resource management andpayroll processing businesses.The aggregate consideration for the Shares consisted of(i)$11.3 million in cash,a portion of which was used to pay certainobligations of Mangrove and(ii)a secured subordinated promisso

42、ry note(the“Note”)in the principal amount of$6.0 million,subject to adjustment as provided inthe Stock Purchase Agreement.We funded the cash payment with proceeds from our credit agreement with Wells Fargo.The Note bears interest at an annual rateof 3.50%and matures in March,2018,with the first inst

43、allment of principal due in March,2017 and the second installment of principal due in March,2018.TheStock Purchase Agreement contains certain customary representations,warranties,indemnities and covenants.Asset Purchase AgreementIn March,2016,we also acquired substantially all the assets of Mangrove

44、 COBRAsource Inc.,a benefits administration services business which then wasa wholly owned subsidiary of Mangrove.The aggregate consideration for the assets was$1.0 million,which Mangrove COBRAsource applied to payoff certainloan balances.The Asset Purchase Agreement contains certain customary repre

45、sentations,warranties,indemnities and covenants.See Note 14-Subsequent Events in the accompanying financial statements for more information about the Stock Purchase Agreement and Asset PurchaseAgreement.2014AcquisitionsIn July 2014,we acquired all of the issued and outstanding shares of common stock

46、 (the “Shares”)of FotoPunch,Inc.,a Delaware corporation(“FotoPunch”),a cloud-based time and labor solution provider whose photo-based time clock technology transforms any mobile device into a biometric,geo-located time clock.We have been working with FotoPunch since 2012 as a technology partner for

47、our GeoPunch solution,which was launched to helpcustomers support a workforce that is increasingly mobile,global and dispersed.4Table of ContentsThe aggregate consideration for the Shares consisted of(i)$1.5 million in cash,a portion of which was used to pay certain obligations of FotoPunch and(ii)u

48、p to an additional$3.0 million in post-closing earnout payments.We funded the$1.5 million cash payment with proceeds from our Credit Agreement withWells Fargo.The$3.0 million earnout is payable over three earnout periods(with the first,second and third periods ending June 30,2015,June 30,2016 and Ju

49、ne 30,2018,respectively)based on the FotoPunch operations achieving specified target revenues in each earnout period.At least 75%of the target revenues must beachieved in the first and second earnout periods and at least 50%of the target revenues must be achieved in the third earnout period.The Foto

50、Punch operations didnot achieve the requisite target revenue level for the 2015 time period and,accordingly,we paid no earnout amount relating thereto.In August 2014,we acquired substantially all the assets of Roomtag,LLC(“Roomtag”).The aggregate consideration for the assets consisted of(i)$933,000

51、in cash and(ii)an unsecured subordinated promissory note(“Note”)for$754,000.We funded the$933,000 cash payment with proceeds from our CreditAgreement with Wells Fargo.The Note bears interest at an annual rate of 0.36%and is payable on October 31,2016.In August 2015,we paid$722,000 in fullpayment of

52、this Note,after applying a 5%discount.See Note 6-Note Payable in the accompanying financial statements for more information about the Note.PRODUCTS AND SERVICESAsures SaaS-based solutions are uniquely designed to help companies bring people,time,space and assets together to more effectively manage t

53、heirglobal,mobile workforces.As companies recruit,hire and work to retain mobile employees,executives use Asures solutions to understand how their workspacesare used,track how and when people work,and foster productivity by making it easy for employees to find the workspace they need.We currently of

54、fer two mainproduct lines,AsureSpace and AsureForce.AsureSpace provides workplace management solutions that enable organizations to manage their officeenvironments and optimize real estate utilization,and AsureForce time and labor management solutions help organizations optimize labor and laboradmin

55、istration costs and activities.With AsureSpace workspace management solutions,clients realize significant costs savings and Return on Investment(“ROI”)gains by better usingtheir real estate with a full portfolio of industry-leading,global,SaaS-based solutions.Our SmartView product offers unique insi

56、ghts into how space is beingused,which allows companies to make proactive,strategic decisions about real estate investments.SmartTag asset management helps companies assign physicalassets to people and spaces so they can track and recover all assets,including cell phones,laptops,desks,chairs,and vir

57、tually any item assigned to an employee.AsureSpace resource scheduling and meeting room management solutions help employees easily find and reserve space for their specific needs.Our newproduct,NowSpace,allows users to find and reserve desk spaces,conference rooms,catering,audiovisual,and more direc

58、tly from their smart phones.AsureSpace touch panels and kiosks are placed outside busy areas for on-the-fly desk and space reservation needs;viewers can find,reserve and use availablespace as needed.And lastly,workplace business intelligence(“Workplace BI”)tools offer invaluable reporting for execut

59、ives to understand space utilization andcontinue to make improvements in their real estate investments.Cost savings and additional ROI gains come in the form of a more strategic use of labor dollars and the elimination of time theft with AsureForceworkforce management solutions.GeoPunch mobile time

60、tracking,the AirClock tablet-based time tracking,and Asures workforce management platformoffer clients several advantages.First,mobile time tracking with geospatial and facial recognition technologies help executives better understand where and whentheir employees are working and provide great insig

61、hts into optimizing labor schedules and labor costs.Mobile time and tablet-based time tracking solutions makeit much more efficient for employees to punch in and out from wherever they are working,whether it is a client site,a work site,or a home-based workarrangement.GeoPunch and AirClock also help

62、 combat buddy punching,which can cost companies millions of dollars per year.Finally,employees,supervisors and executives have real-time access to data and business intelligence to help eliminate buddy punching,optimize job costing and labor scheduling,and ultimately control and optimize labor costs

63、.For both product lines,support and professional services are other key elements of our software and services business.As an extension of our legacyperpetual software product offerings,Asure offers our customers maintenance and support contracts that provide ready access to qualified support staff,s

64、oftwarepatches and upgrades to our software products.We also provide installation of and training on our products,add-on software customization and other professionalservices on a global scale.PRODUCT DEVELOPMENTWe strive to quickly bring to market innovative,cloud-based solutions that work when,whe

65、re and how workforces are operating today.Asures strategyis to deliver the right technology to its customer base in order to realize efficiencies in the workplace.First-to-market mobile applications are a testament to oursuccess in innovation.Additionally,Asure is committed to co-innovation,working

66、in partnership with industry leaders,partners and clients around the globe todevelop technology solutions that meet the needs of a rapidly shifting workplace.5Table of ContentsOur industry is characterized by continuing improvements in technology,resulting in the frequent introduction of new product

67、s,short product life cycles,changes in customer needs and continual improvement in product performance characteristics.Asure strives to be cost-effective and timely in enhancing oursoftware applications,developing new innovative software solutions that address the increasingly sophisticated and vari

68、ed needs of an evolving range ofcustomers,and anticipating technological advances and evolving industry standards and practices.Asure development teams located in Traverse City,Michigan;Dedham,Massachusetts;Salt Lake City,Utah and Austin,Texas are staffed withsoftware developers,quality assurance en

69、gineers and support specialists who work closely with our customers and sales and marketing teams to build products andservices based on market requirements and customer feedback.We develop our new product and service roadmaps based on inputs from customers,competitivecomparisons and relevant techno

70、logy innovations.Our research and development strategy is rooted in innovation and flexibility.The development team enhances the functionality of our software andhardware products through new releases and new feature developments,with a particular focus on cloud-based SaaS solutions and products for

71、 the mobileworkforce.Asure will also continue to evaluate opportunities for developing new software so that organizations may further streamline and automate the tasksassociated with administering their businesses.We seek to simultaneously allow organizations to improve their productivity while redu

72、cing the costs associatedwith those business tasks.We also actively search for potential product,service or business acquisitions that we believe will complement our existing and planned product andservice offerings,such as our 2016 Mangrove human capital management,payroll processing and employee b

73、enefits administration acquisitions.We cannot assurethat we will make future acquisitions or that we can successfully integrate acquired assets or businesses profitably into Asure.Despite our efforts,we also cannot assure that we will complete our existing and future development efforts or that our

74、new and enhanced softwareproducts will adequately meet the requirements of the marketplace and achieve market acceptance.Additionally,Asure may experience difficulties that coulddelay or prevent the successful development or introduction of new or enhanced software products.In the case of acquiring

75、new or complementary softwareproducts or technologies,we may not be able to integrate the acquisitions into our current product lines.Furthermore,despite extensive testing,errors may befound in new software products or releases after shipment,resulting in a diversion of development resources,increas

76、ed service costs,loss of revenue and/or delayin market acceptance.SALES AND DISTRIBUTIONAsure sells its software products and services through both a direct and channel(partner)model,which enables us to sell our software solutions in anefficient,cost-effective manner.Prospective customers learn abou

77、t Asure through a variety of ways,including advertising,web site searches,sales calls,publicrelations,direct marketing and social media.When prospective customers show an interest in Asure,we connect them with a sales representative via our web site,phone or a face-to-face meeting to discuss their n

78、eeds and the solutions they are interested in and make the sale.We track our marketing and sales activities toprovide immediate preview into activities,leads and pipeline opportunities.Asure account management teams also work with existing customers to promote andsell additional solutions that are r

79、elevant for each customer.In addition to this direct sales model,we supplement these efforts with our partner programs describedbelow.By working with our partners,we expand the reach of our direct sales force and gain access to key opportunities in major market segmentsworldwide.Asure has two distin

80、ct levels of partners in our Partner Program:Reseller Partners and Referral Partners.Reseller Partners.Reseller Partners are companies that represent us globally,as well as before the Federal government,and often offer complementaryproducts to either the workspace management product line or the work

81、force product line.Reseller Partners commit to a minimum level of business per year withus and receive a channel discount for that commitment.Our Reseller Partners outside the United States include Novera in Australia which represents theworkspace product line.We also have several Reseller Partners

82、that represent our software in the Federal government space.Resellers of our workforce productline in the United States include Oasis Outsourcing,a large provider of human resource outsourcing solutions.Referral Partners.Referral Partners provide us with the name and particular information about a p

83、rospective customer and its needs as a sales lead.Ifwe accept the sales lead,we register it for the Referral Partner.If we make a sale as a direct result of such a lead,we will pay the Referral Partner a sales leadreferral fee.Currently,we have a number of Referral Partners,including PolyVision Corp

84、.,Steelcase and e-Innovative Solutions for the workspace managementproduct line and several smaller firms for our workforce product line.6Table of Contents COMPETITIONWe believe we have a unique position in the market place,in that Asure is the only technology company in the world that offers SaaS-b

85、ased workspaceand workforce management solutions from a single partner.Additionally,we believe Asure has been first-to-market with mobile apps in the workspacemanagement industry and we are the only known company to have both geospatial and facial recognition technology working together for mobile t

86、ime tracking.Specific to the AsureSpace line of workspace management software solutions,we have a competitive advantage in the breadth of our comprehensiveplatform of workspace scheduling and utilization analytics as well as our resources available for product development,client services,and custome

87、r support.Theprimary competitors to AsureSpace include Dean Evans&Associates,Inc.,Emergingsoft Corporation,AgilQuest Corporation and Condeco Ltd.(UK).Inaddition to the features and available services,we believe the principal advantages of AsureSpace with respect to its competitors include its cloud-

88、based servicesmodel,extensive product integration options and partner channel,scalable deployments,configurable interfaces,mobile access and price.We believe that the AsureForce line of workforce management software solutions has a competitive advantage in the marketplace in servingorganizations see

89、king specific point-solutions as well as organizations desiring an integrated suite of solutions,particularly in the area of mobile time collection.We believe GeoPunch and AirClock products are first-to-market technology solutions with significant market demand.By competing tactically with point-sol

90、utions and strategically with an integrated suite of solutions,Asure can serve the needs of a broad spectrum of companies.Primary competitors to AsureForceinclude Kronos,Replicon,and Time Simplicity.While Asure has the advantage of a flexible,easy to use,cloud-based,SaaS-delivered software model,aff

91、ordability and proven deployment methodology,we face several categories of competitive challenges:Vendorswithface-to-facesalescontact.In this highly relationship-based sales process,vendors with large,dispersed field-based sales teamswho meet and consult with prospects have an advantage.Key U.S.vend

92、ors who approach the market in this manner include ADP,Kronos,PeopleSoft,Condeco and Steelcase.Asure has recently launched a field-based approach to sales and also focuses on high-touch marketingcampaigns and leveraging relationships with channel partners to build relationships with prospects.Nation

93、alpayrollprocessorswithloss-leaderproducts.Large brand and market share payroll processing vendors(such as ADP,Inc.)offerequivalent point solutions at little or no cost to prospects when in a competitive engagement because these loss leader products becomeinconsequential next to their core business

94、offerings.Single application vendors.Vendors that offer similar point-solutions,such as room scheduling,office hoteling management,time andattendance,employee/manager self-service and paystub management,can be perceived as better meeting an immediate and specific need.Because the market for our prod

95、ucts and services is subject to rapid technological change and there are relatively low barriers to entry in the workplacemanagement software market,we routinely encounter new entrants or competition from vendors in some or all aspects of our two product lines.Competition fromthese potential market

96、entrants may take many forms.Some of our competitors,both current and future,may have greater financial,technical and marketingresources than us and therefore may be able to respond more quickly to new or emerging technologies and changes in customer requirements.As a result,theymay compete more eff

97、ectively on price and other terms.Additionally,those competitors may devote greater resources in developing products or in promoting andselling their products to achieve greater market acceptance.Asure is actively taking measures designed to address our competitive challenges.However,wecannot assure

98、 that we will be able to achieve or maintain a competitive advantage with respect to any of the competitive factors.MARKETING Asures marketing strategy has relied on the development and implementation of a comprehensive integrated plan rooted in our business objectives.Themarketing plan includes fou

99、r primary objectives:1)build brand awareness,2)develop lead generation programs that drive revenue,3)launch products in ameaningful way and 4)develop an infrastructure that supports and measures marketing activities.We deploy multi-faceted,multi-series direct marketing programsto drive awareness,int

100、erest and revenue.Marketing vehicles include our web site,organic and paid search,advertising,public relations,direct marketing,events,social media,content marketing and eMarketing.Our marketing plan addresses growth and retention goals for all target audiences,from small and medium-sizedbusinesses

101、to Fortune 500 companies and divisions of enterprise organizations throughout the United States,Europe and Asia/Pacific.7Table of Contents TRADEMARKSWe have registered Asure Software as a federal trademark with the U.S.Patent and Trademark Office.Our other federal trademarks includeAsureForce,Face T

102、ime Clock,Legiant Timecard and ADI Time,and we have pending applications for federal registration of the marks AsureSpace,SmartView and GeoPunch.We also use the common law trademarks iEmployee,Netsimplicty,AsureSpace,ADI,Workplace BI and LegiantExpress.EMPLOYEESAs of December 31,2015,we had a total

103、of 132 employees in the following departments:NUMBER OF FUNCTION EMPLOYEES Research and development 28 Sales and marketing 43 Customer service and technical support 37 Finance,human resources and administration 24 Total 132 We continually evaluate and adjust the size and composition of our workforce

104、.We also periodically retain contractors to support our sales and marketing,information technology and administrative functions.None of our employees are represented by a collective bargaining agreement.Asure has not experienced anywork stoppages and we consider our relations with our employees to b

105、e good.Additionally,we augment our workforce capacity in research and development andcustomer service and technical support by contracting for services through third parties.Our future performance depends largely on our ability to continually and effectively attract,train,retain,motivate and manage

106、highly qualified andexperienced technical,sales,marketing and managerial personnel.Asures future development and growth depend on the efforts of key management personneland technical employees.Asure uses incentives,including competitive compensation and stock options,to attract and retain well-quali

107、fied employees.However,we cannot assure that we will continue to attract and retain personnel with the requisite capabilities and experience.The loss of one or more of Asures keymanagement or technical personnel could have a material and adverse effect on our business and operating results.EXECUTIVE

108、 OFFICERS The information regarding directors and corporate governance matters is incorporated herein by reference from the section entitled“Election of Directors”of the Companys definitive Proxy Statement(the“Proxy Statement”)to be filed pursuant to Regulation 14A of the Securities Exchange Act of

109、1934,as amended,for the registrants Annual Meeting of Stockholders to be held on June 6,2016.The Proxy Statement is anticipated to be filed within 120 days after the end of theregistrants fiscal year ended December 31,2015.The following table sets forth information regarding the Companys current exe

110、cutive officers as of March 30,2016:Name Age PositionPatrick Goepel 54 Chief Executive OfficerSteven Rodriguez 49 Chief Operating OfficerBrad Wolfe 56 Chief Financial Officer Patrick Goepel was elected to the Companys Board of Directors at its August 28,2009 Annual Meeting of Shareholders.He was sub

111、sequentlyappointed as Interim Chief Executive Officer on September 15,2009 and became Chief Executive Officer of the Company as of January 1,2010.Prior to hisappointment,he served as Chief Operating Officer of Patersons Global Payroll.Previously,he was the President and Chief Executive Officer ofFid

112、elity Investments Human Resource Services Division from 2006 to 2008;President and Chief Executive Officer of Advantec from 2005 to 2006;andExecutive Vice President of Business Development and US Operations at Ceridian from 1994 to 2005.A former board member of iEmployee,Mr.Goepelcurrently serves on

113、 the board of directors of APPD Investments and SafeGuard World International.8Table of Contents Steven Rodriguez joined the Company as Chief Operating Officer in June 2011.From February through May 2011,the Company retained him as aconsultant to evaluate and make recommendations related to the Comp

114、anys sales and marketing strategies and processes.Prior to that,he served as the Principalfor HCS,a consulting company he founded.His past roles also include Executive Vice President and Officer at Perquest,a national workforce managementcompany,from 2008 to 2009;Senior Vice President of Sales&Sales

115、 Operations at Ceridian Corporation,a human resource services company,from 2001 to 2007;Regional Director for Epicor Software from 2000 to 2001;and Vice President of Sales at Automatic Data Processing(ADP),Inc.,a provider of payroll andbenefits administration solutions,from 1990 to 2000.Mr.Rodriguez

116、 holds a Bachelor of Business Administration from the University of Oklahoma.Brad Wolfe joined the Company as Chief Financial Officer in October 2014.Prior to joining the Company,Mr.Wolfe spent most of the last 14 yearswith DCI Group and their related entities and investments,a private equity and in

117、vestment organization,where he served in consulting,office and executivefinance and operational roles for the firms subsidiary and portfolio companies to promote their growth and profitability.Before that,he was Chief FinancialOfficer and Executive Vice President at AON Corporation,a Fortune 200 com

118、pany.His background also includes mergers and acquisitions in both publicaccounting and law firm settings,and his experience spans international markets and a wide range of industries,including technology,software and real estate.Wolfe holds an MBA degree from Northwestern Universitys Kellogg School

119、 of Business in Finance and Information systems,a J.D.degree from the Kent LawSchool executive program,and a B.B.A.degree in accounting and information systems from Southern Methodist University.ITEM 1A.RISK FACTORS We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and

120、are not required to provide the information required under thisItem.ITEM 1B.UNRESOLVED STAFF COMMENTSNone.ITEM 2.PROPERTIES Our principal offices are located in Austin,Texas where we occupy approximately 12,000 square feet of office space under one operating lease thatexpires in June 2016.We lease a

121、pproximately 6,000 square feet in Dedham,Massachusetts.We also lease office suites in Michigan,Utah and the United Kingdomand,as a result of our March 2016 acquisitions,facilities in Tampa,Florida,Henderson,Nevada and Vernon Hills,Illinois.Management believes that the leased properties described abo

122、ve are adequate to meet Asures current operational requirements and can accommodatefurther physical expansion of office space as needed.ITEM 3.LEGAL PROCEEDINGSIn February 2014,we reached an agreement to settle all claims and dismiss all pending litigation with PeopleCube Holding B.V.and Meeting Mak

123、erHolding B.V.,the sellers of the capital stock of Meeting Maker United States,Inc.(dba PeopleCube)that we purchased in July 2012.Under the settlement agreement,the parties agreed to dismiss the litigation and we settled the remaining balance due by us of$2.5 million on theSubordinated Notes Payable

124、:PeopleCube Acquisition Note for$1.7 million.Separately,our insurance carrier agreed to pay us$500,000 in conjunction with thesettlement.With the insurance proceeds and after offsetting any related litigation and other settlement costs incurred in 2014 of$226,000,we recorded a net gainof$1.0 million

125、 on the settlement in the first quarter of 2014.We paid this note in full in the first quarter of 2014.Finally,as part of the original purchase price inthe Meeting Maker acquisition,we issued 255,000 shares of our common stock subject to a lockup that expired as to 125,000 shares in June 2013 and 13

126、0,000shares in June 2014.This settlement also removed the lockup for the remaining 130,000 shares.Although Asure has been,and in the future may be,the defendant or plaintiff in various actions arising in the normal course of business,as of December31 2015,we were not party to any pending legal proce

127、edings.9Table of Contents PART IIITEM 5.MARKET FOR REGISTRANTS COMMON EQUITY,RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITYSECURITIES MARKET INFORMATIONOur common stock trades on the NASDAQ Capital Market System under the symbol“ASUR.”The following table shows the high and low sale price

128、s ofour common stock for each full quarter as reported by NASDAQ for the periods indicated:2015 2014 HIGH LOW HIGH LOW 1st Quarter$6.11$5.30$6.85$5.21 2nd Quarter$6.34$5.40$6.69$5.72 3rd Quarter$6.22$5.40$6.24$4.74 4th Quarter$5.60$4.45$5.93$4.55 DIVIDENDSWe did not pay cash dividends on our common

129、stock during fiscal years 2015 and 2014.We presently intend to continue a policy of retaining earningsfor reinvestment in our business,rather than paying cash dividends.HOLDERSAs of March 28,2016,we had approximately 351 stockholders of record of our common stock.SECURITIES AUTHORIZED FOR ISSUANCE U

130、NDER EQUITY COMPENSATION PLANS The following table provides information as of December 31,2015 with respect to shares of our common stock that we may issue under our existingequity compensation plans(share amounts in thousands).A B C Plan Category Number of Securitiesto be Issued UponExercise ofOuts

131、tanding Options Weighted AverageExercise Price ofOutstanding Options Number of SecuritiesRemaining Available for FutureIssuanceUnder EquityCompensationPlans(ExcludingSecuritiesReflected in ColumnA)Equity Compensation Plan Approved by Stockholders(1)640$4.40 452 Equity Compensation Plans Not Approved

132、 by Stockholders(2)-0-$-0-0-Total 640$4.40 452 (1)Consists of the 2009 Equity Plan.(2)Our stockholders have previously approved our existing equity compensation plan.ISSUER PURCHASES OF EQUITY SECURITIESNone.10Table of ContentsITEM 6.SELECTED FINANCIAL DATAWe are a smaller reporting company as defin

133、ed by Rule 12b-2 of the Exchange Act and are not required to provide the information required under thisItem.ITEM 7.MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSCertain statements in this Report represent

134、 forward-looking statements.These statements involve known and unknown risks,uncertainties and otherfactors that may cause actual results of operations,levels of activity,economic performance,financial condition or achievements to be materially different fromfuture results of operations,levels of ac

135、tivity,economic performance,financial condition or achievements as expressed or implied by such forward-lookingstatements.Asure has attempted to identify these forward-looking statements with the words“believes,”“estimates,”“plans,”“expects,”“anticipates,”“may,”“could”and other similar expressions.A

136、lthough these forward-looking statements reflect managements current plans and expectations,which we believereasonable as of the filing date of this Report,they inherently are subject to certain risks and uncertainties.Additionally,Asure is under no obligation to updateany of the forward-looking sta

137、tements after the date of this Form 10-K to conform such statements to actual results.RESULTS OF OPERATIONSThe following table sets forth,for the fiscal periods indicated,the percentage of total revenues represented by certain items in Asures ConsolidatedStatements of Comprehensive Loss:2015 2014 Re

138、venues 100.0%100.0%Gross margin 72.7 76.8 Selling,general and administrative 55.6 51.5 Research and development 11.3 12.2 Amortization of intangible assets 6.9 7.3 Total operating expenses 73.9 71.0 Total other loss,net (4.5)(6.4)Net loss (6.5)(1.0)Overview Asure is a leading global provider of clou

139、d-based SaaS solutions that help companies bring people,time,space and assets together.Our software isdelivered primarily as software-as-a-service,or SaaS,and for certain legacy products,on premise.We currently offer a full suite of solutions to help clientsoptimize and manage their mobile workforce

140、s and their global workspaces.SaaS-based offerings include:asset management,mobile room scheduling,mobile timetracking,scheduling software,space utilization solutions,tablet-based time clocks,time and labor management software,traditional time clocks,touch panels forroom scheduling,and workplace bus

141、iness intelligence analytics.All products are implemented using our proven client deployment model and supported withprofessional services and client support teams as needed.Our product offerings consist of AsureSpace workplace management solutions that enable organizations to manage their office en

142、vironments andoptimize real estate utilization,and AsureForce time and labor management solutions which help organizations optimize labor and labor administration costs andactivities.We target our sales and marketing efforts to a wide range of audiences,from small and medium-sized businesses to Fort

143、une 500 companies and divisionsof enterprise organizations throughout the United States,Europe and Asia/Pacific.We generate sales of our solutions through our direct sales teams and indirectlythrough our channel partners.We are expanding our investment in our direct sales teams to continue to addres

144、s our market opportunity.Asure plans to continue to target small and medium sized businesses and divisions of enterprises.In addition to continuing to develop our workforcemanagement solutions and release new software updates and enhancements,we are continuing to actively explore other opportunities

145、 to acquire additionalproducts or technologies to complement our current software and services.As the overall workforce management solutions market continues to experiencesignificant growth related to SaaS products,Asure intends to continue to focus on sales of our Meeting Room Manager,PeopleCube,an

146、d ADI SaaS-based products.11Table of ContentsIn March 2014,we entered into a Credit Agreement and Guaranty and Security Agreement with Wells Fargo Bank,National Association.See“RecentDevelopments”above and Note 6-Note Payable in the accompanying financial statements for more information.We used the

147、proceeds of the$15.0 million termloan under the Credit Agreement to finance the repayment of all amounts outstanding under our loan agreement with Deerpath Funding,LP(“Deerpath”)and thepayment of certain fees,cost and expenses related to the Credit Agreement.We amended the Credit Agreement in March

148、2015 to authorize us to optionally prepay,subject to specified conditions,the Subordinated Note Payable toRoomtag and to revise the leverage ratio beginning with the quarter ended March 31,2015 to a leverage ratio of not greater than 3.5 to 1.0 with the levels steppingdown thereafter.We also amended

149、 the Credit Agreement in November 2015.The November 2015 amendment increased the applicable margin relative to theLIBOR rate upon which we compute the interest payable.We then agreed that until the leverage ratio testing period ending September 30,2016,we will payinterest based on the 4.50 percentag

150、e point margin level.See“Recent Developments”above and Note 6-Note Payable in the accompanying financial statementsfor more information.We amended the Credit Agreement again in March 2016 coincident with the acquisition of Mangrove Employer Services,Inc.of Tampa,Florida(“Mangrove”).Under this amendm

151、ent,we expanded our overall credit facility by$12.5 million to$29.2 million.This includes a$26.2 million term facility whichis due March 21,2019 and a$3.0 million revolving credit facility.The latest amendment also changes the applicable margin rates for determining the interest ratepayable on the l

152、oan.The amendment also amended our leverage ratio requirements under the Credit Agreement.We have now agreed to a leverage ratio not toexceed 5.00:1 at March 31,2016,stepping down to 2.25:1 at December 31,2018.See“Recent Developments”above and Note 14-Subsequent Events in theaccompanying financial s

153、tatements for more information.In July 2014,we acquired all of the issued and outstanding shares of common stock (the “Shares”)of FotoPunch,Inc.,a Delaware corporation(“FotoPunch”),a cloud-based time and labor solution provider whose photo-based time clock technology transforms any mobile device int

154、o a biometric,geo-located time clock.We had been working with FotoPunch since 2012 as a technology partner for our GeoPunch solution,which was launched to help customerssupport a workforce that is increasingly mobile,global and dispersed.The aggregate consideration for the Shares consisted of(i)$1.5

155、 million in cash,a portion of which was used to pay certain obligations of FotoPunch and(ii)up to an additional$3.0 million in post-closing earnout payments.We funded the$1.5 million cash payment with proceeds from our credit agreement withWells Fargo.The$3.0 million earnout is payable over three ea

156、rnout periods(with the first,second and third periods ending June 30,2015,June 30,2016 and June 30,2018,respectively)based on the FotoPunch operations achieving specified target revenues in each earnout period.At least 75%of the target revenues must beachieved in the first and second earnout periods

157、 and at least 50%of the target revenues must be achieved in the third earnout period.The FotoPunch operations didnot achieve the requisite target revenue level for the 2015 time period and,accordingly,we paid no earnout amount relating thereto.In August 2014,we acquired substantially all the assets

158、of Roomtag,LLC(“Roomtag”).The aggregate consideration for the assets consisted of(i)$933,000 in cash and(ii)an unsecured subordinated promissory note(“Note”)for$754,000.We funded the$933,000 cash payment with proceeds from our creditagreement with Wells Fargo.The Note bears interest at an annual rat

159、e of 0.36%and is payable on October 31,2016.In August 2015,we paid$722,000 in fullpayment of this Note,after applying a 5%discount.See Note 6 Note Payable in the accompanying financial statements for more information about the Note.In March 2016,we acquired all of the issued and outstanding shares o

160、f common stock(the“Shares”)of Mangrove Employer Services,Inc.of Tampa,Florida(“Mangrove”).Pursuant to this stock purchase,we acquired the payroll division of Mangrove,which is engaged in the human resource management andpayroll processing businesses.The aggregate consideration for the Shares consist

161、ed of(i)$11.3 million in cash,a portion of which was used to pay certainobligations of Mangrove and(ii)a secured subordinated promissory note(the“Note”)in the principal amount of$6.0 million,subject to adjustment as provided inthe Stock Purchase Agreement.We funded the cash payment with proceeds fro

162、m our credit agreement with Wells Fargo.The Note bears interest at an annual rateof 3.50%and matures in March,2018,with the first installment of principal due in March,2017 and the second installment of principal due in March,2018.TheStock Purchase Agreement contains certain customary representation

163、s,warranties,indemnities and covenants.In March,2016,we also acquired substantially all the assets of Mangrove COBRAsource Inc.,then a wholly owned subsidiary of Mangrove,a benefitsadministration services business which then was a wholly owned subsidiary of Mangrove.The aggregate consideration for t

164、he assets was$1.0 million,whichMangrove COBRAsource applied to payoff certain loan balances.The Asset Purchase Agreement contains certain customary representations,warranties,indemnities and covenants.See Note 14-Subsequent Events in the accompanying financial statements for more information about t

165、he Stock Purchase Agreement and Asset PurchaseAgreement.12Table of ContentsUnder the continued guidance and direction of our directors and Chief Executive Officer,Asure will continue to implement its corporate strategy forgrowing its software and services business.However,uncertainties and challenge

166、s remain and there can be no assurances that Asure can successfully integrateacquired business operations,grow its revenues or achieve profitability and positive cash flows during calendar year 2016.RevenueOur revenue was derived from the following sources(in thousands):Revenue 2015 2014 Increase(De

167、crease)%Cloud revenue$13,628$13,716$(88)(1)Hardware revenue 3,300 2,623 677 26 Maintenance and support revenue 6,054 6,489 (435)(7)On premise software license revenue 856 999 (143)(14)Professional services revenue 3,068 3,379 (311)(9)Total revenue$26,906$27,206$(300)(1)Our product offerings are cate

168、gorized into AsureSpace and AsureForce.AsureSpace offers workplace management solutions that enableorganizations to manage their office environments and optimize real estate utilization,and AsureForce offers time and labor management solutions which helporganizations optimize labor and labor adminis

169、tration costs and activities.Both product groupings include cloud revenue,hardware revenue,maintenance andsupport revenue,on premise software license revenue and professional services revenue.AsureSpace revenues include PeopleCube,Meeting Room Manager andRoomtag revenues.AsureForce revenues include

170、ADI,Legiant,iEmployee and FotoPunch revenues.Our total revenue in 2015 was$26.9 million,as compared to$27.2 million in 2014.Total revenue represents our consolidated revenue,including sales ofour scheduling software,time and attendance and human resource software,complementary hardware devices to en

171、hance our software products,softwaremaintenance and support services,installation and training services and other professional services.Total revenue slightly decreased by$300,000,or 1.0%,in 2015 as compared to 2014.Cloud revenue remained consistent with 2014 and hardwarerevenue increased$677,000,or

172、 25.8%,offset by decreases in maintenance and support revenue,on premise software license revenue and professional servicesrevenue.AsureSpace revenue decreased$62,000,or 0.40%,in 2015 and AsureForce revenue decreased$238,000,or 2.1%,as compared to 2014.The decreasein AsureSpace revenue consists of a

173、$439,000 increase in cloud revenue and a$614,000 increase in hardware revenue,offset by a decrease of$300,000 inmaintenance and support revenue,a$459,000 decrease in on premise software,and a$356,000 decrease in professional services revenue.The decrease inAsureForce revenue consists of a$528,000 de

174、crease in cloud revenue and a$135,000 decrease in maintenance and support revenue,offset by increases inhardware revenue of$64,000,a$45,000 increase in professional services revenue and a$316,000 increase of on premise software revenue.Total cloud revenue decreased$88,000,or 1.0%,over 2014.AsureSpac

175、e cloud revenue increased$439,000,or 6.3%,over 2014,offset by a decrease inAsureForce cloud revenue of$528,000,or 7.8%,as compared to 2014.In AsureSpace,Meeting Room Manager cloud revenue increased$274,000,or 11.4%,and Smart Tag(Roomtag)cloud revenue increased$291,000,or 188%,as compared to 2014,off

176、set by a smaller decrease in PeopleCube revenue.Roomtag,whichwas acquired in August 2014,contributed$155,000 to cloud revenue in 2014.In AsureForce,ADI and Legiant cloud revenue increased$376,000,or 11.1%,offset by a decrease in iEmployee cloud revenue of$911,000,or 26.7%as compared to 2014.The latt

177、er was due to turning focus away from the iEmployeesoftware product and focusing resources on the newer technology in the software subscription solutions.Overall,we attribute our cloud revenue increases to acombination of new sales offset by the accretive nature of recurring cloud revenue.During 201

178、5,hardware revenues increased$677,000,or 25.8%,over 2014.For AsureSpace,PeopleCubes hardware revenue increased$309,000,or26.6%,from 2014 to$1.5 million and Meeting Room Manager hardware revenue increased$296,000,or 141%,to$506,000.AsureForce hardware revenueincreased$64,000,or 5.1%,over 2014.AsureFo

179、rce,ADI and Legiant,had$1.2 million of hardware revenue in both 2015 and 2014.GeoPunch(FotoPunch)hardware revenue increased$110,000,or 586.9%,over 2014,offset by a small decrease in iEmployee hardware revenue.FotoPunch,which was acquired in July2014,contributed$128,000 to hardware revenue in 2015 as

180、 compared to$19,000 in 2014.13Table of Contents During 2015,maintenance and support revenue decreased$435,000,or 6.7%,over 2014.Maintenance and support revenue was$6.1 million in 2015 ascompared to$6.5 million in 2014.In AsureSpace,Meeting Room Manager maintenance and support revenue decreased$215,0

181、00,or 10.2%from 2014 to$1.9million,and PeopleCube maintenance and support revenue decreased$85,000,or 3.8%,from 2014 to$2.2 million.In AsureForce,ADI and Legiant maintenanceand support revenue decreased$114,000,or 5.5%,from 2014 to$1.9 million,in addition to a small decrease in iEmployee maintenance

182、 and support revenue.During 2015,on premise software license revenues decreased$143,000,or 14.3%,as compared to 2014.AsureForce on premise software licenserevenues increased$316,000,or 93.2%from 2014.AsureSpace on premise software license revenues decreased$459,000,or 69.6%from 2014.WhileAsureForce(

183、ADI and Legiant)saw increases in on premise software license revenue,AsureSpace(PeopleCube and Meeting Room Manger)on premisesoftware license revenues decreased$307,000,or 72.9%,and$152,000,or 63.6%,respectively,as compared to 2014.We continue to focus our efforts on recurringcloud revenue from our

184、direct customers,as opposed to onetime on premise software license revenue.Professional services revenue decreased$311,000,or 9.2%,over 2014.AsureSpace professional services revenue decreased$356,000,or 13.0%,andAsureForce professional services revenue increased$45,000,or 7.0%,over 2014.PeopleCube p

185、rofessional services revenue decreased$316,000 or 14.5%,over2014,in addition to Meeting Room Manager professional services revenue decreasing by$68,000 or 12.4%,in 2015 as compared to 2014,offset by a smallerincrease in Roomtag professional services revenue.GeoPunch(FotoPunch)professional services r

186、evenue increased$117,000,or 456%,AsureForce,ADI andLegiants,professional services revenue increased$36,000,or 8.7%,as compared to 2014,offset by a decrease in iEmployee professional service revenue of$108,000,or 54.4%as compared to 2014.Although our total customer base is widely spread across indust

187、ries,our sales are concentrated in certain industry sectors,including corporate,education,healthcare,government,legal and non-profit.We continue to target small and medium sized businesses and divisions of larger enterprises in these same industriesas prospective customers.Geographically,we sell our

188、 products worldwide,but sales are largely concentrated in the United States,Canada andEurope.Additionally,we have a distribution partner in Australia.As the overall workforce management solutions market continues to experience significantgrowth related to SaaS products,we will continue to focus on s

189、ales of Meeting Room Manager On Demand,PeopleCube and ADI SaaS products.In addition to continuing to develop our workforce and workspace management solutions and release new software updates and enhancements,wecontinue to actively explore other opportunities to acquire additional products or technol

190、ogies to complement our current software and services.Throughacquisitions in 2011 of ADI and Legiant,we expanded our cloud computing time and attendance software and management services business.The 2012acquisition of PeopleCube gave us a product line that includes software to assist customers in dr

191、iving integrated facility management of offices,conference rooms,video conferencing,events and training,alternative workspaces and lobby use.The 2014 acquisitions of FotoPunch and Roomtag support our vision to deliverinnovative cloud-based workplace technologies.Our March 2016 acquisitions from Mang

192、rove enable us to enter into the human resource management,payrollprocessing and benefits administration services businesses,which we intend to integrate into our existing AsureForce product line.Gross MarginConsolidated gross margin was$19.6 million in 2015 and$20.9 million in 2014,a decrease of$1.

193、3 million,or 6.2%.Gross margin as a percentage ofrevenues was 72.7%for 2015 and 76.8%for 2014.We attribute the decrease in gross margin to a shift in the mix of our revenue between our higher margin andlower margin product lines.Consolidated cost of sales increased$1.0 million,or 16.2%,from 2014.Our

194、 cost of sales relates primarily to direct product costs,compensation andrelated consulting expenses,hardware expenses and the amortization of our purchased software development costs.These expenses represented approximately83%of the total cost of sales for 2015 and 82%for 2014.These expenses increa

195、sed by approximately$918,000,or 17.7%,over 2014.This increase is comprisedof increases in direct product costs of approximately$554,000,or 28.1%,salary expense of$111,000,or 4.5%,equipment expenses of$155,000,or 96.9%,anddepreciation and amortization of$98,000,or 16.8%,over 2014.We include intangibl

196、e amortization related to developed and acquired technology within cost ofsales.Selling,General and Administrative ExpensesSelling,general and administrative(“SG&A”)expenses were$15.0 million in 2015 and$14.0 million in 2015,an increase of$965,or 6.9%.SG&Aexpenses as a percentage of revenues were 55

197、.6%and 51.5%for 2015 and 2014,respectively.14Table of ContentsSales and marketing expenses increased$267,000,or 3.8%,and general and administrative expenses increased$698,000,or 10.0%,over 2014.Theincrease in sales and marketing expenses is due to increased sales and marketing efforts,including lead

198、 generation and other marketing expenses,as well asincreased headcount in 2015.General and administrative expenses included increased headcount(comprised primarily of temporary contractors)to focus onvarious accounting and reporting projects throughout the year,We may incur significant additional le

199、gal expenses and/or professional services-related expenses in the future if we pursue further acquisitions ofproducts or businesses,even if we ultimately do not consummate any acquisition.Research and Development ExpensesResearch and development(“R&D”)expenses were$3.1 million in 2015 and$3.3 millio

200、n in 2014,a decrease of$257,000 or 7.8%.R&D expenses as apercentage of revenues were 11.3%and 12.2%for 2015 and 2014,respectively.The$257,000 decrease is primarily due to higher expenses incurred in 2014 from placement fees,as well as severance expense recorded in the secondquarter of 2014.As in pre

201、vious years,we have seen product improvement through both native product development and strategic third party relationships.We believethat investing key resources into core technologies such as SaaS,mobile,software improves our competency and depth of product features,while strategic thirdparty sol

202、utions can effectively compliment or provide a test bed for niche or emerging markets.For our AsureSpace suite of applications,our primary goal in 2015 for Resource Scheduler(“RS”)was a redesign of the RS user interface(“UI”).Wemade a significant investment in developing a more modern look and user

203、experience for our flagship product.Our first release of the new UI was RS v10.5 in Q4of 2015 and featured a re-designed Outlook Add-in,as well as integrated floor plan views natively inside of Outlook.Other RS projects included early integrationwork with our move management product,SmartMove,and QR

204、 Code functionality in conjunction with our native mobile app,NowSpace.Both projects move theRS product forward in becoming a complete platform solution for the digital workplace.MRM had one major release in 2015,MRM v11,which featured compatibility with NowSpace and addressed a number of customer r

205、equests andenhancements.In support of our company goal of cloud migrations,we released general support for identity providers using standard SAML 2.0 protocol(astandard cloud method of user authentication and management)and developed an import utility that would facilitate class schedule imports for

206、 higher educationclients interested in going to the Cloud.We have seen some cross-over sales with our Move Management platform,SmartMove and Resource Scheduler.We feel the enhanced UI andproduct integration will allow us further cross-sell opportunities in 2016.Additionally,we continued to invest bu

207、dget and resources in 2015 into its industry-leading mobile application,NowSpace,adding native Android application support in Q3,and enhanced QR code integration for room and agile workspaceinitiatives in Q4.Our AsureForce suite of products also received significant investment and growth.Our AsureFo

208、rce v11 product,which includes optional integrated facialrecognition technologies,moved to the forefront with hundreds of customers taking advantage of the sleek product UI,as well as the supervisor-fraud preventingfeatures found in our integrated facial recognition Air Clock and GeoPunch mobile pro

209、ducts.Our v11.6 summer release was the largest release in company historyfor AsureForce products,measuring both hours of effort and items included.We continue to develop and enhance our Time and Labor and HR products,ensuring continued payroll integration and support,as well as initiatingdevelopment

210、 in Q4 for new modules to handle industry events such as the new Payroll Based Journal(“PBJ”)requirement in our v10 and v11 TLM products.Thefacial recognition products themselves had numerous maintenance and feature releases,including optimized performance,expanded native mobile features(GeoPunch)an

211、d hardware upgrades to the LCD and cellular equipment used in our Air Clocks.Or traditional TLM clocks also received multiple version upgrades,adding user defined keys and position filtering options.Our development efforts for future releases and enhancements are driven by feedback received from our

212、 existing and potential customers and by gaugingmarket trends.We believe we have the appropriate development team to design and further improve our workforce management solutions.Amortization of Intangible AssetsAmortization expenses in 2015 were$1.9 million,a decrease of$133,000,or 6.7%,as compared

213、 to$2.0 million in 2014.Amortization expenses as apercentage of revenues were 6.9%and 7.3%for 2015 and 2014,respectively.This decrease is due to some of our intangible assets becoming fully amortized.15Table of ContentsOther LossOther Loss was$1.2 million for the year ended 2015 as compared to$1.7 m

214、illion in the year ended 2014.Other Loss in 2015 and 2014 was primarilycomprised of interest expense.Other loss in 2014 also contains a loss on debt refinancing of$1.4 million,offset by a gain on the settlement of the PeopleCubelitigation of$1.0 million.Interest expense on notes payable was$1.1 mill

215、ion as compared to$1.3 million in 2014.Income TaxesAt December 31,2015,we had federal net operating loss carryforwards of approximately$117.8 million,Federal R&D credit carryforwards ofapproximately$5.1 million and alternative minimum tax credit carryforwards of approximately$161,000.The net operati

216、ng loss and Federal R&D creditcarryforwards will expire in varying amounts from 2018 through 2035,if not utilized.Minimum tax credit carryforwards carry forward indefinitely.Income tax expense increased from$117,000 in 2014 to$219,000 in 2015,a$102,000,or 87.2%,increase.These figures represent an ef

217、fective tax rate of14.2%and 80.6%in 2015 and 2014,respectively.The 2015 income tax expense is primarily due to deferred taxes on the amortization of goodwill for tax purposesand the results of foreign operations.As a result of our various acquisitions in prior years,utilization of the net operating

218、losses and credit carryforwards may be subject to a substantial annuallimitation due to the“change in ownership”provisions of the Internal Revenue Code of 1986.The annual limitation may result in the expiration of net operatinglosses before utilization.Due to the uncertainty surrounding the timing o

219、f realizing the benefits of our favorable tax attributes in future tax returns,we have placed a valuationallowance against our net deferred tax asset,exclusive of goodwill.During 2015,we increased the valuation allowance by approximately$207,000 due primarilyto operations.Approximately$8.3 million o

220、f the valuation allowance relates to tax benefits for stock option deductions included in our net operating losscarryforward which we will allocate,if and when realized,directly to contributed capital to the extent the benefits exceed amounts attributable to book deferredcompensation expense.We cons

221、ider the undistributed earnings of our foreign subsidiaries permanently reinvested and,accordingly,we have not provided for U.S.federal or stateincome taxes thereon.Net LossNet loss was$1.8 million in 2015.Net loss was$262,000 in 2014.The increase in net loss was$1.5 million,or 571%.Net loss as a pe

222、rcentage of totalrevenues was 6.5%and 1.0%in 2015 and 2014,respectively.LIQUIDITY AND CAPITAL RESOURCES At and for the year ended December31,2015 2014 (in thousands)Working capital deficit$(8,592)$(7,314)Cash,cash equivalents and short-term investments 1,158 320 Cash provided by operating activities

223、 3,355 2,706 Cash used in investing activities (1,388)(4,200)Cash(used in)provided by financing activities (1,143)(2,147)Working Capital.We had a working capital deficit of$8.6 million at December 31,2015,an increase in our deficit of$1.3 million from the$7.3 milliondeficit at December 31,2014.The w

224、orking capital deficit at December 31,2015 includes$10.8 million of deferred revenue.Deferred revenue is an obligation toperform future services.We expect that deferred revenue will convert to future revenue as we perform our services,but this does not represent future payments.Deferred revenue can

225、vary based on seasonality,expiration of initial multi-year contracts and deals that are billed after implementation rather than in advance ofservice delivery.We attribute the increase in our working capital deficit to a decrease in accounts receivable of$846,000 together with an increase in the curr

226、entportion of notes payable of$281,000,an increase in the current portion of deferred revenue of$162,000,and an increase in accounts payable and accruedcompensation and benefits of$1.5 million.This is offset by an increase in cash and cash equivalents of$838,000 and an increase in inventory of 614,0

227、00.Cash andcash equivalents increased in 2015 primarily due to higher accounts receivable collections at year end,positive net income(after adjustment for non-cash items)of$1.8 million as well as the growth in deferred revenue of$635,000,and an increase in accounts payable of$1.1 million,offset by a

228、n increase in inventory of$615,000.16Table of Contents Operating Activities.Cash provided by operating activities was$3.4 million in 2015 and$2.7 million in 2014.The$3.4 million of cash provided byoperating activities during 2015 was primarily driven by net income(after adjustment for non-cash items

229、)of$1.8 million as well as the growth in deferred revenueof$635,000,and an increase in accounts payable of$1.1 million,offset by an increase in inventory of$615,000.The$2.7 million of cash provided by operatingactivities during 2014 was primarily driven by net income(after adjustment for non-cash it

230、ems)of$3.3 million and the release of restricted cash of$400,000,offset by an increase in accounts receivable of$1.4 million.Investing Activities.Cash used in investing activities during 2015 was$1.4 million.The cash used in investing activities in 2015 was primarilycomprised of purchases of$1.4 mil

231、lion of property and equipment.Cash used in investing activities during 2014 was$4.2 million.The cash used in investingactivities in 2014 was primarily comprised of acquisitions of FotoPunch and Roomtag,net of cash acquired,of$3.4 million and purchases of$807,000 of propertyand equipment.Although we

232、 believe our current operations are not capital intensive,we anticipate approximately$675,000 of 2016 capital expenditures toupgrade our infrastructure and position it for future growth.Financing Activities.Cash used in financing activities during 2015 was$1.1 million.We borrowed$5.3 million,offset

233、by note payable payments of$6.8million,including payoff of the Roomtag acquisition note of$722,000(see Note 6 Notes Payable of the accompanying financial statements).Cash used infinancing activities during 2014 was$2.1 million.We borrowed$18.2 million,offset by note payable payments,payments on amen

234、dment of senior notes payableand debt financing fees of$20.6 million(see Note 6 Notes Payable of the accompanying financial statements).This was offset by insurance proceeds receivedfor settlement of a notes payable dispute,net of expenses,of$372,000.Sources of Liquidity.As of December 31,2015,Asure

235、s principal sources of liquidity consisted of approximately$1.2 million of cash and cashequivalents and future cash generated from operations.We believe that we have and/or will generate sufficient cash for our short-and long-term needs.Based oncurrent internal projections,we believe that we have an

236、d/or will generate sufficient cash for our operational needs,including any required debt payments,for atleast the next twelve months.We currently project that we can generate positive cash flows from our operating activities for at least the next twelve months.Our management team is focused on growi

237、ng our existing software operations and is also seeking additional strategic acquisitions for the near future.Atpresent,we plan to fund any future acquisition with equity,existing cash and cash equivalents cash generated from future operations and/or cash or debt raisedfrom outside sources.Debt Matt

238、ersIn February 2014,we reached an agreement to settle all claims and dismiss all pending litigation with PeopleCube Holding B.V.and Meeting MakerHolding B.V.,the sellers of the capital stock of Meeting Maker United States,Inc.(dba PeopleCube)that we purchased in July 2012.Under the settlement agreem

239、ent,the parties dismissed the litigation and we settled the remaining balance due of$2.5 million on the Subordinated NotesPayable:PeopleCube Acquisition Note by paying$1.7 million.Our insurance carrier agreed to pay us$500,000 in conjunction with the settlement.With theinsurance proceeds and after o

240、ffsetting any related litigation costs incurred in 2014,we recorded a net gain of$1.0 million on the settlement in the first quarter of2014.We paid this note in full in 2014.In March 2014,we entered into a Credit Agreement with Wells Fargo Bank,N.A.,as administrative agent,and the lenders that were

241、party thereto.TheCredit Agreement provided 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 termloan is payable follows:$187,500 on June 30,2014 and the last day of each fiscal quarter thereafter up to March 31,2016;$281,25

242、0 on June 30,2016 and the last day of each fiscal quarter thereafter up to March 31,2017;and$375,000 on June 30,2017 and the last day of each fiscal quarter thereafter.In March 2014,we used the proceeds of the term loan to finance the repayment of all amounts outstanding under our loan agreement wit

243、h Deerpath andthe payment of certain fees,costs and expenses related to the Credit Agreement.The Deerpath loan bore interest at a floating annual rate equal to LIBOR plus8.0%,subject to a LIBOR floor of 9.5%,or a minimum of 11.5%.We incurred a one-time charge in the first quarter of 2014,of approxim

244、ately$1.4 million inconnection with the refinancing,of which approximately$700,000 was non-cash deferred financing costs.The Credit Agreement also provided for a revolving loan commitment in the aggregate amount of up to$3.0 million.The outstanding principal amount ofthe revolving loan is due and pa

245、yable in March 2019.Additionally,the Credit Agreement provided for a$10.0 million uncommitted incremental term loan facilityto support permitted acquisitions.17Table of Contents The term loan and revolving loan bears interest,at our option,at(i)the greater of 1%or LIBOR,plus an applicable margin or(

246、ii)a base rate(as definedin the Credit Agreement)plus an applicable margin.We elected to use the LIBOR rate plus the applicable margin,which is 5%for the first nine months endedDecember 31,2014.Interest is payable monthly and the margin varies based upon our leverage ratio.See table below of applica

247、ble margin rates.Total Leverage Ratio Base RateMargin LIBOR RateMargin 2.75:1.0 3.00%4.00%2.25:1 2.50%3.50%3.25:1.0 3.50%4.50%2.75:1 3.00%4.00%2.25:1 2.50%3.50%2.75:1 but 3.25:1 4.00%5.00%3.25:1 4.50%5.50%The outstanding principal amount of the term loan is payable as follows:$491,016 on June 30,201

248、6 and the last day of each fiscal quarter thereafter up to March 31,2017;and$654,688 on June 30,2017 and the last day of each fiscal quarter thereafter.The amendment also changed our leverage ratio requirements under the Credit Agreement.We have now agreed to a leverage ratio not to exceed 5.00:1at

249、March 31,2016,stepping down to 2.25:1 at December 31,2018.We may voluntarily prepay the principal amount outstanding under the revolving loan at any time without penalty.We must pay a premium if we make avoluntary prepayment of outstanding principal under the term loan during the first two years fol

250、lowing the closing date or if we are required to prepay outstandingprincipal under the Credit Agreement with proceeds resulting from certain stock or asset sales or debt incurrence.The premium is 1%or 0.5%of the principalamount being prepaid depending on whether the prepayment occurs on or before th

251、e first anniversary of the closing date or subsequent to the first anniversary datethrough the second anniversary of the closing date.In addition,we are required to repay outstanding principal with 50%of excess cash flow,certain over advances,stock or asset sale proceeds,debt proceeds,and proceeds f

252、rom judgments and settlements.As of December 31,2015,none of these payments were due.Under the Credit Agreement,we were required to maintain a fixed charge coverage ratio of not less than 1.5 to 1.0 beginning with the quarter ending June30,2014 and each calendar quarter thereafter,and a leverage rat

253、io of not greater than 3.5 to 1.0 beginning with the quarter ending June 30,2014 with the levelsstepping down thereafter.The Credit Agreement was amended in August 2014 to revise the leverage ratio beginning with the quarter ending September 30,2014 toa leverage ratio of not greater than 3.6 to 1.0

254、with the levels stepping down thereafter.We amended the Credit Agreement in August 2014,March 2015 andNovember 2015.The August 2014 amendment revised the leverage ratio beginning with the quarter ending September 30,2014 to a leverage ratio of not greaterthan 3.6 to 1.0 with the levels stepping down

255、 thereafter.The March 2015 amendment authorized us to optionally prepay,subject to specified conditions,theSubordinated Note Payable to Roomtag and revised the leverage ratio beginning with the quarter ended March 31,2015 to a leverage ratio of not greater than 3.5to 1.0 with the levels stepping dow

256、n thereafter.The November 2015 amendment increased the applicable margin relative to the LIBOR rate upon which wecompute the interest payable.We agreed that if our leverage ratio is(a)less than or equal to 2.25:1,(b)greater than 2.25:1 but less than or equal to 2.75:1,(c)greater than 2.75:1 but less

257、 than or equal to 3.25:1 or(d)greater than 3.25:1,the applicable margin relative to the LIBOR rate would be 3.00,3.50,4.00 or 4.50percentage points,respectively.We further agreed that until the leverage ratio testing period ending September 30,2016,we will pay interest based on the 4.50percentage po

258、int margin level.18Table of ContentsThe Credit Agreement contains customary affirmative and negative covenants,including,among others,limitations with respect to debt,liens,fundamental changes,sale of assets,prepayment of debt,investments,dividends,and transactions with affiliates.As of December 31,

259、2015,we were in compliance with all covenants,with the exception of the leverage ratio and fixed charge coverage ratio,and allpayments remain current.A covenant waiver related to the leverage ratio and fixed charge coverage ratio was received from the lender as of December 31,2015.As a result of the

260、 waiver,we were in compliance with all covenant requirements as of December 31,2015.We expect to be in compliance or be able to obtaincompliance through debt repayments with the available cash on hand or as we expect to be generated from the ordinary course of operations over the next twelvemonths.T

261、he Credit Agreement contains customary events of default,including,among others,payment defaults,covenant defaults,judgment defaults,bankruptcyand insolvency events,cross defaults to certain indebtedness,incorrect representations or warranties,and change of control.In some cases,the defaults are sub

262、jectto customary notice and grace period provisions.In March 2014 and in connection with the Credit Agreement,we and our wholly-owned active subsidiaries entered into a Guaranty and SecurityAgreement with Wells Fargo Bank.Under the Guaranty and Security Agreement,we and each of our wholly-owned acti

263、ve subsidiaries have guaranteed allobligations under the Credit Agreement and granted a security interest in substantially all of our and our subsidiaries assets.See Note 6-Note Payable in the accompanying financial statements for more information about the Credit Agreement and Guaranty and Security

264、Agreement.We cannot assure that we can grow our cash balances or limit our cash consumption and thus maintain sufficient cash balances for our planned operationsor future acquisitions.Future business demands may lead to cash utilization at levels greater than recently experienced.We may need to rais

265、e additional capital inthe future.However,we cannot assure that we will be able to raise additional capital on acceptable terms,or at all.Subject to the foregoing,management believesthat we have sufficient capital and liquidity to fund and cultivate the growth of our current and future operations fo

266、r at least the next twelve months and to maintaincompliance with the terms of our debt agreements and related covenants or to obtain compliance through debt repayments made with our available cash on hand oranticipated for receipt in the ordinary course of operations.CRITICAL ACCOUNTING POLICIES We

267、have prepared our consolidated financial statements in accordance with U.S.generally accepted accounting principles and included the accounts ofAsures wholly owned subsidiaries.We have eliminated all significant intercompany transactions and balances in the consolidation.Preparation of the consolida

268、tedfinancial statements in conformity with U.S.generally accepted accounting principles requires management to make estimates and assumptions that affect thereported amounts of the assets and liabilities,the disclosure of contingent assets and liabilities at the date of the financial statements and

269、the reported amounts ofrevenues and expenses during the reporting period.These estimates are subjective in nature and involve judgments that affect the reported amounts of assets andliabilities,the disclosure of contingent assets and liabilities at fiscal year end and the reported amounts of revenue

270、s and expenses during the fiscal year.The moresignificant estimates made by management include the valuation allowance for our gross deferred tax asset,lease impairment,useful lives of fixed assets,thedetermination of the fair value of our long-lived assets and the fair value of assets acquired and

271、liabilities assumed during acquisitions.We base our estimates onhistorical experience and on various other assumptions that management believes are reasonable under the given circumstances.These estimates could bematerially different under different conditions and assumptions.Additionally,the actual

272、 amounts could differ from the estimates made.Management periodicallyevaluates estimates used in the preparation of our financial statements for continued reasonableness.We prospectively apply appropriate adjustments,if any,to ourestimates based upon our periodic evaluation.We believe the following

273、are our critical accounting policies:Revenue Recognition Our revenues consist of software-as-a-service(“SaaS”)offerings,time-based software subscriptions,and perpetual software license sale arrangementsthat also,typically,include hardware,maintenance/support and professional services elements.We rec

274、ognize revenue when persuasive evidence of anarrangement exists,delivery has occurred,the fee is fixed or determinable and collectability is probable.Software and software-related elements are recognizedin accordance with Accounting Standards Codification(“ASC”)985-605 SoftwareRevenueRecognition.Non

275、-software revenue elements are recognized inaccordance with ASC 605-25 RevenueRecognitionMultiple-ElementArrangements.Since we currently offer our software solutions under either a perpetuallicense,time-based subscription or SaaS model,revenue recognition timing varies based on which form of softwar

276、e rights the customer purchases.19Table of Contents SaaS arrangements and time-based software subscriptions typically have an initial term ranging from one to three years and are renewable on an annualbasis.A typical SaaS arrangement will also include hardware,setup and implementation services.We al

277、locate the value of the SaaS arrangement to each separateunit of accounting based on vendor-specific objective evidence(“VSOE”)of selling price,when it exists,third-party evidence of selling price for like services orbest estimated selling price.Revenue allocated to the SaaS/software subscription el

278、ement is recognized ratably over the non-cancellable term of theSaaS/subscription service.Revenue allocated to other units of accounting included in the arrangement is recognized as outlined in the paragraphs below.We typically sell perpetual software licenses in multiple-element arrangements that i

279、nclude hardware,maintenance/support and professionalservices.Software license revenues,determined under the residual method,are generally recognized on the date we deliver the product to the customer if VSOE offair value exists for all undelivered elements of the software arrangement.If VSOE of fair

280、 value does not exist for an undelivered element,we defer the entiresoftware arrangement and recognize it ratably,over the remaining non-cancellable maintenance term,after we have delivered all other undelivered elements.Webase VSOE of fair value for our maintenance,training and installation service

281、s on the prices charged for these services when sold separately.We recognizerevenue allocated to hardware,maintenance and services elements included in the arrangement as outlined below.Hardware devices sold to customers(typically time clock,LCD panel and other peripheral devices)are not essential t

282、o the functionality of the softwareand as such are treated as non-software elements for revenue recognition purposes.WE recognize hardware revenue when title passes to the customer,typically thedate we ship the hardware.If we sell hardware under a hardware-as-a-service(“HaaS”)arrangement,title to th

283、e hardware remains with Asure and we recognizehardware usage revenue ratably over the non-cancellable term of the hardware service delivery,typically one year.Our professional services offerings which typically include data migration,set up,training,and implementation services are also not essential

284、 to thefunctionality of our products,as third parties or customers themselves can perform these services.Set up and implementation services typically occur at the start ofthe software arrangement while certain other professional services,depending on the nature of the services and customer requireme

285、nts,may occur several monthslater.We can reasonably estimate professional services performed for a fixed fee and recognize them on a proportional performance basis.We recognize revenuefor professional services engagements billed on a time and materials basis as we deliver the services.We recognize r

286、evenues on all other professional servicesengagements upon the earlier of the completion of the services deliverable or the expiration of the customers right to receive the service.We recognize maintenance/support revenues ratably over the non-cancellable term of the support agreement.Initial mainte

287、nance/support terms aretypically one to three years and are renewable on an annual basis.We do not recognize revenue for agreements with rights of return,refundable fees,cancellation rights or substantive acceptance clauses until these return,refund or cancellation rights have expired or acceptance

288、has occurred.Our arrangements with resellers do not allow for any rights of return.Deferred revenue includes amounts received from customers in excess of revenue we recognize,and is comprised of deferred maintenance,service andother revenue.We recognize deferred revenues when we complete the service

289、 and over the terms of the arrangements,primarily ranging from one to three years.Intangible Assets and GoodwillWe record the assets acquired and liabilities assumed in business combinations at their respective fair values at the date of acquisition,with any excesspurchase price recorded as goodwill

290、.Valuation of intangible assets and in-process research and development entails significant estimates and assumptionsincluding,but not limited to,estimating future cash flows from product sales,developing appropriate discount rates,estimating probability rates for thecontinuation of customer relatio

291、nships and renewal of customer contracts and approximating the useful lives of the intangible assets acquired.U.S.generallyaccepted accounting principles(“GAAP”)require that we not amortize intangible assets other than goodwill with an indefinite life until we determine their life asfinite.We must a

292、mortize all other intangible assets over their useful lives.We currently amortize our acquired intangible assets with definite lives over periodsranging from one to nine years.Impairment of Intangible Assets and Long-Lived Assets In accordance with Financial Accounting Standards Board(“FASB”)ASC 350

293、,we review and evaluate our long-lived assets for impairment wheneverevents or changes in circumstances indicate that we may not recover their net book value.When such factors and circumstances exist,including those noted above,we compare the assets carrying amounts against the estimated undiscounte

294、d cash flows we expect to generate with those assets over their estimated useful lives.Ifthe carrying amounts are greater than the undiscounted cash flows,we estimate the fair values of those assets by discounting the projected cash flows.We recordany excess of the carrying amounts over the fair val

295、ues as impairments in that fiscal period.There has been no impairment of intangible assets and long-livedassets for the periods presented.20Table of Contents Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acqui

296、red in abusiness combination.We test goodwill for impairment on an annual basis in the fourth fiscal quarter of each year,and between annual tests if indicators ofpotential impairment exist,using a fair-value-based approach.There has been no impairment of goodwill for the periods presented.See Notes

297、 4 and 5 in theaccompanying financial statements for additional information regarding goodwill.Recent Accounting PronouncementsIn May 2014,the Financial Accounting Standards Board(“FASB”)issued Accounting Standards Update(“ASU”)No.2014-09,Revenue from Contractswith Customers(Accounting Standards Cod

298、ification“ASC”Topic 606).The purpose of this ASU is to converge revenue recognition requirements per GAAP andInternational Financial Reporting Standards(IFRS).The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promisedgoods or services to customer

299、s in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.Theamendments in this ASU are effective for interim and annual reporting periods beginning after December 15,2016,with early adoption not permitted by theFASB;however,in

300、August 2015,the FASB issued ASU 2015-14,Revenue from Contracts with Customers(Topic 606):Deferral of the Effective Date after publiccomment respondents supported a proposal to delay the effective date of this ASU to annual reporting periods beginning after December 15,2017,includinginterim reporting

301、 periods within that reporting period.We are currently evaluating the impact of this ASU on its consolidated financial position,results ofoperations and cash flows.In April 2015,the FASB issued ASU No.2015-03,InterestImputation of Interest(Subtopic 835-30):Simplifying the Presentation of Debt Issuan

302、ceCosts(ASU 2015-03).ASU 2015-03 requires us to present debt issuance costs in our balance sheet as a direct deduction from the carrying value of the associateddebt liability,consistent with the presentation of a debt discount.Prior to the issuance of the standard,we presented debt issuance costs in

303、 the balance sheet as anasset.We are currently assessing the impact that adopting this new accounting guidance will have on our consolidated financial statements and footnotedisclosures.ASU 2015-03 is effective for fiscal years,and interim periods within those years,beginning after December 15,2015.

304、Accordingly,the standard iseffective for us on January 1,2016.In July 2015,the FASB issued ASU 2015-11,“Simplifying the Measurement of Inventory”.Inventory within the scope of this update is required to bemeasured at the lower of its cost or net realizable value,with net realizable value being the e

305、stimated selling price in the ordinary course of business,lessreasonably predictable costs of completion,disposal,and transportation.This ASU is effective prospectively for fiscal years and interim periods beginning afterDecember 15,2016,with early adoption permitted.We are currently assessing the i

306、mpact of adopting this standards update on our consolidated financialstatements.In September 2015,the FASB issued ASU 2015-16,“Business Combinations:Simplifying the Accounting for Measurement-Period Adjustments,”whichrequires acquirers to recognize adjustments to provisional amounts identified durin

307、g the reporting period in which the acquirer determines the adjustment amounts.Acquirers should record,in the same periods financial statements,the effect on earnings of changes in depreciation,amortization,or other income effects,if any,as a result of the change to the provisional amounts,calculate

308、d as if the accounting had been completed at the acquisition date.Application of the standard,whichshould be applied prospectively,is required for the annual and interim periods beginning after December 15,2015.We adopted this standard early.The adoptiondid not have a material impact on our results

309、of operations or financial position.In February 2016,the FASB issued ASU No.2016-02,Leases(Topic 842).The core principle of the standard is that a lessee should recognize theassets and liabilities that arise from leases.A lessee should recognize in its statement of financial position a liability to

310、make lease payments(the lease liability)anda right-of-use asset representing its right to use the underlying asset for the lease term.We will be required to adopt the new standard in the first quarter of 2019.We are currently evaluating the impact this new standard will have on our financial stateme

311、nts.ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are a smaller reporting company as defined by Rule 12b-2 under the Exchange Act and are not required to provide the information required under thisItem.ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAThe financial statements

312、 and supplementary data required by this Item 8 are listed in Items 15(a)(1)and(2)of Part III of this Report(Exhibits,FinancialStatementSchedules).21Table of Contents ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.ITEM 9A.CONTROLS AND PROCEDURESEvalu

313、ation of Disclosure Control and Procedures Based on an evaluation under the supervision and with the participation of our management,our principal executive officer and principal financial officerhave concluded that our disclosure controls and procedures as defined in Rules 13a-15(e)and 15d-15(e)und

314、er the Exchange Act were effective as of December 31,2015 to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is(i)recorded,processed,summarized and reported within the time periods specified in the Securities and E

315、xchange Commission rules and forms and(ii)accumulated andcommunicated to our management,including our principal executive officer and principal financial officer,as appropriate to allow timely decisions regardingrequired disclosure.Managements Report on Internal Control over Financial Reporting Our

316、management is responsible for establishing and maintaining adequate internal control over financial reporting(as defined in Rule 13a-15(f)under theExchange Act).Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria set forth in

317、 InternalControl Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission(1992 Framework)(“COSO”).Based on ourassessment,management has concluded that our internal control over financial reporting was effective as of December 31,2015 to provide reasonable a

318、ssuranceregarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S.generally accepted accounting principles.This annual report does not include an attestation report of our independent registered public accounting firm regarding our internal c

319、ontrol over financialreporting.Managements report was not subject to attestation by our independent registered public accounting firm pursuant to the rules of the Securities andExchange Commission that permit us to provide only managements reporting in this annual report.22Table of Contents PART III

320、ITEM 10.DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTThe information required under this Item is incorporated by reference from our definitive proxy statement to be filed relating to our 2016 annual meetingof shareholders.ITEM 11.EXECUTIVE COMPENSATIONThe information required under this Item is

321、 incorporated by reference from our definitive proxy statement to be filed relating to our 2016 annual meetingof shareholders.ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSThe information required under this Item is incorporated by reference fr

322、om our definitive proxy statement to be filed relating to our 2016 annual meetingof shareholders.ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,AND DIRECTOR INDEPENDENCEThe information required under this Item is incorporated by reference from our definitive proxy statement to be filed relat

323、ing to our 2016 annual meetingof shareholders.ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICESThe information required under this Item is incorporated by reference from our definitive proxy statement to be filed relating to our 2016 annual meetingof shareholders.23Table of Contents PART IVITEM 15.EXHI

324、BITS AND FINANCIAL STATEMENT SCHEDULES(a)Financial Statements and Financial Statements Schedules(1)The following financial statements of the Company are filed as a part of this Report:Report of Independent Registered Public Accounting FirmConsolidated Financial Statements Consolidated Balance Sheets

325、 as of December 31,2015 and 2014 Consolidated Statements of Comprehensive Loss for the Years Ended December 31,2015 and 2014 Consolidated Statements of Changes in Stockholders Equity for the Years Ended December 31,2015 and 2014 Consolidated Statements of Cash Flows for the Years Ended December 31,2

326、015 and 2014 Notes to Consolidated Financial Statements(2)Financial Statement Schedules:All schedules for which provision is made in the applicable account regulation of the Securities and Exchange Commission are either notrequired under the related instructions,are inapplicable or the required info

327、rmation is included elsewhere in the Consolidated Financial Statements andincorporated herein by reference.(b)ExhibitsThe exhibits filed in response to Item 601 of Regulations S-K are listed in the Index to the Exhibits.24Table of Contents Index To Financial Statements and Financial Statement Schedu

328、les(Item 15(a)(1)of Part IV)PAGE Report of Independent Registered Public Accounting FirmF-1Financial Statements:Consolidated Balance Sheets as of December 31,2015 and 2014F-2Consolidated Statements of Comprehensive Loss for the Years Ended December 31,2015 and 2014F-3Consolidated Statements of Chang

329、es in Stockholders Equity for the Years Ended December 31,2015 and 2014 F-4Consolidated Statements of Cash Flows for the Years Ended December 31,2015 and 2014F-5Notes to the Consolidated Financial StatementsF-6 25Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of

330、Directors and Shareholders of Asure Software,Inc.We have audited the accompanying consolidated balance sheets of Asure Software,Inc.as of December 31,2015 and 2014,and the related consolidatedstatements of comprehensive loss,changes in stockholders equity,and cash flows for each of the two years in

331、the period ended December 31,2015.Thesefinancial statements are the responsibility of the Companys management.Our responsibility is to express an opinion on these financial statements based on ouraudits.We conducted our audits in accordance with the standards of the Public Company Accounting Oversig

332、ht Board(United States).Those standards require that weplan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.We were not engaged toperform an audit of the Companys internal control over financial reporting.Our audits includ

333、ed consideration of internal control over financial reporting as a basisfor designing audit procedures that are appropriate in the circumstances,but not for the purpose of expressing an opinion on the effectiveness of the Companysinternal control over financial reporting.Accordingly,we express no such opinion.An audit also includes examining,on a test basis,evidence supporting theamounts and discl