1、UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the calendar year ended December 31,2017OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For
2、 the transition period from to Commission file number:0-20008ASURE SOFTWARE,INC.(Exact Name of Registrant as Specified in its Charter)Delaware 74-2415696(State or other jurisdiction of(I.R.S.Employerincorporation or organization)Identification No.)3700 N Capital of TX Hwy,Suite 350 Austin,Texas 7874
3、6(Address of Principal Executive Offices)(Zip Code)(512)437-2700(Registrants Telephone Number,including Area Code)SECURITIES REGISTERED PURSUANT TO SECTION 12(b)OF THE ACT:NoneSECURITIES REGISTERED PURSUANT TO SECTION 12(g)OF THE ACT:Common Stock,$0.01 par value Indicate by check mark if the registr
4、ant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d)of the Act.Yes No Indicate by check mark whether the registrant(1)has filed all reports required to be filed
5、 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 was required to file such reports),and(2)has been subject tosuch filing requirements for the past 90 days.Yes No Indicate by check mark whether t
6、he registrant has submitted electronically and posted on its corporate Web site,if any,every Interactive Data File required tobe submitted and posted pursuant to Rule 405 of Regulation S-T(232.405 of this chapter)during the preceding 12 months(or for such shorter period thatthe registrant was requir
7、ed to submit and post such files).Yes No Indicate by check mark if disclosure of delinquent filings pursuant to Item 405 of Regulation S-K(229.405 of this chapter)is not contained herein,and willnot be contained,to the best of the registrants knowledge,in definitive proxy or information statements i
8、ncorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,or a smaller reporting company,asdefined in Rule 12b-2 of the Exchange Act.Large accelerat
9、ed filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided
10、 pursuant to Section 13(a)of the Exchange Act.Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act).Yes No The aggregate market value of the 9,737,532 shares of the registrants Common Stock held by non-affiliates on June 30,2017,the last busin
11、ess day of theregistrants most recently completed second quarter,was approximately$142,265,343.For purposes of this computation all officers,directors and 5%beneficial owners of the registrant are deemed to be affiliates.Such determination should not be deemed an admission that such officers,directo
12、rs andbeneficial owners are,in fact,affiliates of the registrant.At March 12,2018,there were 12,584,036 shares of the registrants Common Stock,$.01 par value,issued and outstanding.DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrants definitive Proxy Statement relating to its 2017 Annual
13、Meeting of Shareholders are incorporated by reference into Part III of thisAnnual Report on Form 10-K where indicated.Such Proxy Statement,or an amendment to this report containing the Items comprising Part III,will be filedwith the U.S.Securities and Exchange Commission within 120 days after the en
14、d of the fiscal year to which this report relates.TABLE OF CONTENTSPART I Item 1.Business3Item 1A.Risk Factors10Item 1B.Unresolved Staff Comments24Item 2.Properties25Item 3.Legal Proceedings25 PART II Item 5.Market for Registrants Common Equity,Related Stockholder Matters and Issuer Purchases of Equ
15、ity Securities26Item 6.Selected Financial Data27Item 7.Managements Discussion and Analysis of Financial Condition and Results of Operations27Item 7A.Quantitative and Qualitative Disclosures about Market Risk36Item 8.Financial Statements and Supplementary Data36Item 9.Changes in and Disagreements wit
16、h Accountants on Accounting and Financial Disclosures38Item 9A.Controls and Procedures38 PART III Item 10.Directors,Executive Officers and Corporate Governance39Item 11.Executive Compensation39Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters39Ite
17、m 13.Certain Relationships and Related Transactions,and Director Independence39Item 14.Principal Accountant Fees and Services39 PART IV Item 15.Exhibits and Financial Statement Schedules40 Signatures45 Table of ContentsSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSThis Annual Report on Form 10-K
18、contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 andSection 21E of the Securities Exchange Act of 1934.All statements contained in this report other than statements of historical fact,including statementsregarding our future results of operations an
19、d financial position,our business strategy and plans,and our objectives for future operations,are forward-looking statements.The words“believe,”“may,”“will,”“estimate,”“continue,”“anticipate,”“intend,”“expect,”“seek,”“plan,”and similar expressionsare intended to identify forward-looking statements.W
20、e have based these forward-looking statements largely on our current expectations and projectionsabout future events and trends that we believe may affect our financial condition,results of operations,business strategy,short-term and long-term businessoperations and objectives,and financial needs.Th
21、ese forward-looking statements are subject to a number of risks,uncertainties and assumptions,includingthose described in the“Risk Factors”section.Moreover,we operate in a very competitive and rapidly changing environment.New risks emerge from time totime.It is not possible for our management to pre
22、dict all risks,nor can we assess the impact of all factors on our business or the extent to which any factor,or combination of factors,may cause actual results to differ materially from those contained in any forward-looking statements we may make.In light ofthese risks,uncertainties and assumptions
23、,the future events and trends discussed in this report may not occur and actual results could differ materially andadversely from those anticipated or implied in the forward-looking statements.You should not rely upon forward-looking statements as predictions of future events.The events and circumst
24、ances reflected in the forward-lookingstatements may not be achieved or occur.Although we believe that the expectations reflected in the forward-looking statements are reasonable,we cannotguarantee future results,levels of activities,performance,or achievements.We are under no duty to update any of
25、these forward-looking statements afterthe date of this report or to conform these statements to actual results or revised expectations.As used in this report,the terms“Asure,”“Registrant,”“we,”“us,”and“our”mean Asure Software,Inc.and its subsidiaries unless the contextindicates otherwise.PART IITEM
26、1.BUSINESSGENERALAsure Software,Inc.,a Delaware Corporation,headquartered in Austin,Texas,is a leading provider of Human Capital Management(“HCM”)andWorkplace Management,offering intuitive and innovative cloud-based solutions designed to help organizations of all sizes and complexities buildcompanie
27、s of the future.Our cloud platforms enable more than 100,000 clients worldwide to better manage their people and space in a mobile,digital,multi-generational,and global landscape.Asures offerings include a fully-integrated HCM platform,flexible benefits and compliance administration,HRconsulting,and
28、 time and labor management as well as a full suite of workspace management solutions for conference room scheduling,desk sharingprograms,and real estate optimization.Asures platform vision is to help clients proactively manage costs associated with their three most expensive assets,real estate,labor
29、 andtechnology,while creating an employee experience that fosters efficiency,productivity and engagement.Asure serves approximately 10,000 direct clients in80 countries,ranging from global Fortune 500 clients to small and mid-sized businesses.Some of our current clients include Aetna,Apple Inc.,Bake
30、r&McKenzie,Fannie Mae,Wells Fargo,Citigroup,Deutsche Bank,KPMG UK,La Trobe University,Merck and Co.,Inc.,Mondelez,Pfizer,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 thepassion to empower every client
31、s workplace and the commitment to make their workdays easier.”The Asure product strategy is driven by three primary trends in the market:mobilization,globalization and technology.Asure offers two productline products:AsureSpace and AsureForce.Within AsureForce,we offer AsureHCM,AsureBenefits and Asu
32、reConsulting.AsureSpaceworkplace management solutions enable organizations to optimize their real estate investment and create a digital workplace that empowers mobile andvirtual employees,while streamlining internal operations.AsureForce Time and Labor Management helps organizations optimize their
33、workforce whilecontrolling labor administration costs and activities.The acquisitions of Mangrove Employer Services,Inc.and the assets of Mangrove COBRAsource Inc.inMarch of 2016 expanded the Asure vision and strategy with the addition of a comprehensive suite for human capital management,including
34、payrollprocessing and benefits administration services.In 2017,the Mangrove products,now called AsureHCM,were fully integrated with AsureForce Timecreating a seamless offering to manage the complete employee experience.3Table of ContentsIn January 2017,we completed three strategic acquisitions:Perso
35、nnel Management Systems,Inc.(“PMSI”),Corporate Payroll,Inc.(PayrollDivision)and Payroll Specialties NW,Inc.PMSI,based in Bellevue,Washington,is a provider of outsourced HR solutions.PMSI has been re-brandedAsureConsulting and continues to offer full-service HR Outsourcing in the Pacific Northwest re
36、gion.Their solution has been expanded to include a nationaloffering,AsureHR Help,a subscription-based offering for HR professionals seeking guidance on common HR related issues.Corporate Payroll,Inc.(PayrollDivision)and Payroll Specialties NW,Inc.,are both providers of payroll services and were lice
37、nsees of the Mangrove payroll system.These payroll provideracquisitions marked the beginning of a formulaic strategy to acquire businesses already leveraging Asure technologies.In May 2017,we completed two strategic acquisitions:iSystems Intermediate Holdco,Inc.(“iSystems”)and Compass HRM.iSystems,t
38、hrough itsflagship product,Evolution HCM,offers payroll,tax management and HR software combined with comprehensive back-end service bureau tools to servicebureau organizations across the United States.Tampa-based Compass HRM is a current reseller of AsureHCM(formerly Mangrove),providing cloud-basedh
39、uman resource management software,including payroll,benefits,time and attendance,and performance management.The acquisition of Compass HRMexpands our reach in the Southeast,particularly Florida.In October 2017,we completed the strategic acquisition of Associated Data Services,Inc.,a leading regional
40、 human resources and payroll servicesbureau in the Southeast and a current reseller of the Evolution HCM platform.In January 2018,we completed three strategic acquisitions:TelePayroll Inc.,a Southern California-based provider of HR,payroll and employeebenefits services;Pay Systems of America,Inc.,a
41、provider of HR,payroll and employee benefits services based in Tennessee and Iowa;and SaversAdministrative Services,Inc.,a North Carolina-based certified third-party administrator of payroll and HR services.All three companies are current resellersof Asures Evolution HCM platform furthering our stra
42、tegy of seeking out our own technology and creating an enticing option for service bureau owners withour Partner-For-Life messaging.These new acquisitions provide us with significant customer,product and financial synergies and expand our footprint in theUnited States in the payroll processing space
43、.For all of the Asure product lines,support and professional services are key elements of our value proposition and overall solution.In addition tostate-of-the-art hosting platforms and regular software upgrades and releases,Asure gives our clients easy access to our expert support team.Our services
44、 andsupport representatives are experts not just in the Asure solution,but also in their respective industries and provide advice and guidance on best practices andchange management strategies.From installation to training and post-live support,our professional services team delivers a best-in-class
45、 customerexperience on a global scale.Our sales and marketing strategy targets a wide range of audiences,from small and medium-sized businesses to enterprise organizations throughoutthe United States,Europe and Asia/Pacific.Our unique blend of products allow us to compete in every industry,and we ge
46、nerate sales and opportunitiesthrough our direct sales team and our channel partners.In 2017,our direct sales team grew by 25%allowing us to increase our visibility and presence in keymarket segments.Asure was incorporated in 1985 and our principal executive offices are located at 3700 N.Capital of
47、Texas Highway,Suite 350,Austin,Texas78746.Our telephone number is(888)323-8835 and our website is .Information on our website is not part of this Annual Report onForm 10-K.Asure makes available free of charge,on or through its website,our annual report on Form 10-K,our quarterly reports on Form 10-Q
48、 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 reasonablypracticable after we electronically file these materials or furnish them to the Securities and Exchange Commission.RECENT DEVELOPMENTS2018
49、AcquisitionsIn January 2018,we completed the following three acquisitions:TelePayroll,Inc.,Pay Systems of America,Inc.and Savers Administrative ServicesInc.Each of the acquired companies are leading providers of human resources,payroll and employee benefits services and are licensees of our HCM soft
50、wareplatform,Evolution.TelePayroll operates in southern California;Pay Systems of America operates in Tennessee and Iowa;and Savers AdministrativeServices operates in North Carolina.The total consideration for the three acquisitions was$30.6 million,of which$25.3 million was paid in cash with cashon
51、 hand and the remaining portion was paid with a combination of promissory notes and Asure common stock.4Table of Contents2017 AcquisitionsIn January 2017,we completed three strategic acquisitions:Personnel Management Systems,Inc.,a leading provider of outsourced HR solutions;Corporate Payroll,Inc.-P
52、ayroll Division(“CPI”),a leading provider of payroll services;and Payroll Specialties NW,Inc.(“PSNW”),a leading provider ofpayroll services.We acquired all of the outstanding shares of common stock of PMSI,a Washington corporation,for an aggregate consideration of(i)$3.875million in cash and(ii)a su
53、bordinated promissory note in the principal amount of$1.125 million,subject to adjustment.We acquired substantially all theassets of CPI,an Ohio corporation,for an aggregate consideration of(i)$1.5 million in cash,(ii)a subordinated promissory note in the principal amount of$500,000 and(iii)112,166
54、shares of our common stock valued at$1.0 million,subject to adjustment.We acquired substantially all the assets of PSNW,anOregon corporation,for an aggregate consideration of(i)$3.010 million in cash and(ii)a subordinated promissory note in the principal amount of$600,000,subject to adjustment.In Ma
55、y 2017,we entered into an equity purchase agreement with iSystems Holdings,LLC,a Delaware limited liability company,and iSystemsIntermediate Holdco,Inc.,a Delaware corporation(“iSystems”),pursuant to which we acquired 100%of the outstanding equity interests of iSystems for anaggregate purchase price
56、 of$55.0 million.The aggregate purchase price consists of(i)$32.0 million in cash,subject to adjustment,(ii)a securedsubordinated promissory note in the principal amount of$5.0 million,subject to adjustment,and(iii)1,526,332 shares of our unregistered common stockvalued at$18.0 million based on a vo
57、lume-weighted average of the closing prices of our common stock during a 90-day period.In May 2017,we also entered into a stock purchase agreement with Compass HRM,Inc.(“Compass”)and the sellers and seller representative namedtherein,pursuant to which the sellers sold 100%of the outstanding shares o
58、f capital stock of Compass to us for an aggregate purchase price of$6.0 million,subject to adjustment.The aggregate purchase price consists of$4.5 million in cash and a subordinated promissory note in the principal amount of$1.5million,subject to adjustment.Compass is headquartered in Tampa,Florida.
59、To finance the cash portion of the purchase price for the 2017 acquisitions,we amended and restated our existing credit agreement with Wells FargoBank,National Association,as administrative agent,to add an additional term loan in the amount of approximately$40.0 million,of which we borrowed$36.5 mil
60、lion to complete the two acquisitions.In October 2017,we entered into a stock purchase agreement with Associated Data Services,Inc.(“ADS”)and the sellers and seller representativenamed therein,pursuant to which we acquired 100%of the outstanding shares of capital stock of ADS for an aggregate purcha
61、se price of$3.4 million,subjectto adjustment.The aggregate purchase price consists of$1.8 million in cash;44,624 shares of our unregistered common stock valued at$528,200;and asubordinated promissory note in the principal amount of$1.2 million,subject to adjustment.PRODUCTS AND SERVICESAsures SaaS s
62、olutions are uniquely designed to help companies bring people,space and assets together to more effectively manage their global,mobile workforces.As companies recruit,hire and work to retain mobile employees,executives use Asures solutions to create a fluid employee experiencewhile optimizing their
63、three most expensive assets:people,real estate and technology.With five unique product lines,Asure is well-positioned to deliverinnovative,scalable solutions across industries and around the world.With an emphasis on employee engagement,the Asure product team aims to create anddeliver easy-to-use so
64、lutions that streamline the operational necessities of the workday.From benefits self-service to reserving a workspace for the day,theAsure product team believes that simplifying required work processes results in an employee experience that is both engaging and productive.Asure productgroupings inc
65、lude cloud revenue,hardware revenue,maintenance and support revenue,on premises software license revenue and professional servicesrevenue.AsureSpace workspace management solutions offer clients significant costs savings and Return on Investment(“ROI”)gains by maximizing theirreal estate with a full
66、portfolio of innovative and intuitive SaaS solutions.The AsureSpace platform offers three core products,each of which can stand aloneor be bundled together for a comprehensive solution.SmartView occupancy sensors and analytics platform offers unique insights into how space is beingused,allowing comp
67、anies to make proactive,strategic decisions about real estate investments and workplace design.SmartMove move managementsoftware helps companies design floorplans and track permanent seat assignments as well as manage assets such as telephones,laptops,desks,chairs,andvirtually any item assigned to a
68、n employee.AsureSpace Resource Scheduler is the foundation of the AsureSpace platform with a sophisticated yet intuitiveapproach to workspace management.Featuring conference room and desk reservations,service management,interactive floorplans,visitor management,calendar and web conference integratio
69、ns and robust reporting,Resource Scheduler is a comprehensive solution for the digital workplace.NowSpace,amobile app for Apple and Android devices empowers mobile workers to find and reserve desks and conference rooms directly from their smart phones.AsureSpace touch panels and kiosks are placed ou
70、tside busy areas for on-the-fly desk and space reservations,while lending a high-tech presence to astandard office and enhancing the visitor experience.Finally,workplace business intelligence(“WBI”)tools offer invaluable reporting and datavisualizations for executives to understand space utilization
71、 and further optimize their real estate investments.5Table of ContentsAsureHCM is an integrated cloud-based solution that provides a foundation for our clients digital HR strategy.From traditional human resource(“HR”)management and payroll to benefits,talent acquisition and performance management,As
72、ureHCM provides an easy-to-use platform for HRprofessionals and employees alike.Our emphasis on employee self-service and automated processes reflects the growing trend of workforce mobilizationwhile empowering HR teams to focus on more strategic initiatives.Our HCM suite of solutions are easy-to-us
73、e with fully integrated HR/payroll applicationsuniquely designed to help companies recruit,manage,pay,and analyze their workforce more effectively.Combined with the AsureBenefits offering ofCOBRA administration and consumer spending accounts,and AsureHR Help for professional guidance on HR challenge
74、s,AsureHCM is a comprehensiveplatform that delivers a cohesive and engaging experience throughout the employee life cycle.Asures SMB HCM Channel product,Evolution HCM,was developed with the channel market in mind.Its fully integrated Payroll,HR,and TaxManagement suite offers service providers a path
75、 to growth and success with unparalleled accuracy,productivity,and financial control.Evolution HCMprovides its users the flexibility and best practices to handle clients of all size and complexity levels,as well as meet the ever-evolving needs of the industry.AsureConsulting allows our SMB clients t
76、o run their businesses because we take on the responsibility for all the traditional Human Resourcefunctions.Our suite of services assists organizations through the entire employee lifecycle from finding the right people,to on-boarding,to developmentand performance management and finally,to exit str
77、ategies and separation.Everything for the SMB market,seamlessly integrated.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.Mobile time tracking with AsureForce Mobile helps
78、 executives better understand where and when their employees areworking,providing insight into labor schedules and labor costs.With AsureForce Mobile,employees can punch in and out from remote locations,and geo-positioning verifies the physical coordinates.Biometric time clocks,including facial reco
79、gnition,reduce time theft and help combat buddy punching,whichcan cost companies millions of dollars per year.Automated system notifications,real-time dashboards,and flexible configuration options all work tostreamline operations.Finally,employees,supervisors and executives have real-time access to
80、data and business intelligence to optimize labor costing,improve labor scheduling,and ultimately control labor costs.Our acquisitions have enabled us to disrupt the HCM market by offering a comprehensive solution that brings workforce and workspacemanagement together.Empowering HR professionals to p
81、artner with real estate management teams and take a more strategic role in company initiativesultimately results in a work environment that is productive,efficient and most importantly,engaging for employees.An optimized employee experiencedelivered through a unified,cloud-based management platform
82、increases company bottom-line performance and gives executives new insight into their mostcostly assets:people and real estate.PRODUCT DEVELOPMENTAsure strives to quickly bring to market innovative,cloud-based solutions that reflect the workstyle of the modern,mobile workforce.First-to-market mobile
83、 applications are a testament to our success in innovation.Additionally,Asure is committed to co-innovation,working in partnership withindustry leaders,partners and clients around the globe to develop technology solutions that meet the needs of a rapidly shifting workplace.Our industry is characteri
84、zed by continuing improvements in technology,resulting in the frequent introduction of new products,short product lifecycles,changes in customer needs and continual improvement in product performance characteristics.Asure strives to be cost-effective and timely inenhancing our software applications,
85、developing new innovative software solutions that address the increasingly sophisticated and varied needs of anevolving range of customers,and anticipating technological advances while adhering to industry standards.Asure development teams located in Traverse City,Michigan;Tampa,Florida;Burlington,V
86、ermont;as well as the United Kingdom are staffedwith software developers,quality assurance engineers and support specialists who work closely with our customers and sales and marketing teams to buildproducts and services based on market requirements and customer feedback.We develop our new product a
87、nd service roadmaps based on inputs fromcustomers,competitive comparisons and relevant technology 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 ne
88、w feature developments,with a particular focus on SaaS solutions and products for the mobile workforce andthe digital workplace.Asure will continue to evaluate opportunities for developing new software so that organizations can further streamline and automatethe tasks associated with administering t
89、heir businesses.We seek to simultaneously allow organizations to improve their productivity while reducing thecosts associated with those business tasks.6Table of ContentsWe also actively search for potential product,service or business acquisitions that we believe will complement our existing and p
90、lanned productand service offerings,such as our 2017 acquisition of iSystems Evolution HCM product suite for small and midsize(“SMB”)and channel markets.Wecannot guarantee that we will make future acquisitions or that we can successfully integrate acquired assets or businesses profitably into Asure.
91、Despite our efforts,we also cannot guarantee that we will complete our existing and future development efforts or that our new and enhancedsoftware products will adequately meet the requirements of the marketplace and achieve market acceptance.Additionally,Asure may experience difficultiesthat could
92、 delay or prevent the successful development or introduction of new or enhanced software products.In the case of acquiring new or complementarysoftware products or technologies,we may not be able to integrate the acquisitions into our current product lines.Furthermore,despite extensive testing,error
93、s may be found in new software products or releases after shipment,resulting in a diversion of development resources,increased service costs,loss ofrevenue and/or delay in market acceptance.SALES AND DISTRIBUTIONAsure sells its software products and services through both a direct and channel(partner
94、)model,which enables us to sell our software solutions in anefficient,cost-effective manner.Prospective customers learn about Asure through a variety of ways,including advertising,web site searches,sales calls,public relations,direct marketing and social media.When prospective customers show an inte
95、rest in Asure,we connect them with a sales representative viaour web site,phone or a face-to-face meeting to discuss their needs and the solutions they are interested in and make the sale.We track our marketing andsales activities to provide immediate preview into activities,leads and pipeline oppor
96、tunities.Asure account management teams also work with existingcustomers to promote and sell additional solutions that are relevant for each customer.In addition to this direct sales model,we supplement these efforts withour partner programs described below.By working with our partners,we expand the
97、 reach of our direct sales force and gain access to key opportunities inmajor market segments worldwide.Asure has two distinct 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 bef
98、ore the Federal government,and often offercomplementary products to either the workspace management product line or the workforce product line.Reseller Partners commit to a minimum level ofbusiness per year with us and receive a channel discount for that commitment.Our Reseller Partners outside the
99、United States include JLL,Red RiverTechnology and Kathea,which represent the workspace product line.We also have several Reseller Partners that represent our software in the Federalgovernment space.Resellers of our workforce product line in the United States include Oasis Outsourcing,a large provide
100、r of human resource outsourcingsolutions.Referral Partners.Referral Partners provide us with the name and particular information about a prospective customer and its needs as a saleslead.If we accept the sales lead,we register it for the Referral Partner.If we make a sale as a direct result of such
101、a lead,we will pay the Referral Partner asales lead referral fee.Currently,we have a number of Referral Partners,including Atmosphere Interiors PPI,BuildingI,Martek and SHI for the workspacemanagement product and our workforce product line.COMPETITIONWe believe we have a unique position in the marke
102、t place as the only technology provider in the world that offers cloud-based workspace andworkforce management solutions from a single partner.Additionally,Asure has been first-to-market with mobile apps in the workspace management industry,and we are the only known company to have both geospatial a
103、nd facial recognition technology working together for mobile time tracking.Specific to the AsureSpace line of workspace management software solutions,we have a competitive advantage in the breadth of ourcomplementary workspace management solutions and the scope of our analytics as well as our resour
104、ces available for product development,client services,and client support.The primary competitors to AsureSpace include Dean Evans&Associates,Inc.,AgilQuest Corporation and Condeco Ltd.(UK).Inaddition to our features and available services,we believe the principal competitive advantages of AsureSpace
105、 include its cloud-based service model,extensive product integration options and partner channel,scalable deployments,configurable interfaces,mobile access and price.Our expert services team,proven implementation methodology and“partner v.vendor”approach have also shown to be critical differentiator
106、s.The AsureForce line of workforce management software solutions has a competitive advantage in the marketplace in serving organizations seekingspecific point-solutions as well as organizations desiring an integrated suite of solutions,particularly in the area of mobile time collection.The AsureForc
107、eMobile and AirClock products are first-to-market technology solutions with significant market demand.By competing tactically with point-solutions andstrategically with an integrated suite of solutions,Asure can serve the needs of a broad spectrum of companies.Primary competitors to AsureForce inclu
108、deKronos,Replicon,and Time Simplicity.7Table of ContentsOur key competitive advantage in the HCM product line is our single database architecture.Many HCM providers offer integrated solutionsmeaning multiple databases and redundant data entry.AsureHCM offers a single employee record throughout the e
109、ntire employee life cycle,starting with anonline job application.Other differentiating factors include our intuitive user interface with mobile accessibility,an integrated time and labor solution,and streamlined workflows with automated notifications and self-service options throughout.With a comple
110、mentary suite of HR products such as consumerspending accounts and HR Help,AsureHCM offers a comprehensive platform to advance an organizations HR strategy.Within the Evolution SBO channel,differentiators include a robust back-end solution for payroll and tax management and with the Asure acquisitio
111、n,access to a full suite of ancillary productsand the long-term advantage of our Partner-For-Life mentality.SBOs can continue as an Asure licensee with the opportunity to expand their availableofferings,or they can come under the Asure umbrella and experience the full benefit of a forward-thinking t
112、echnology company.Competitors in the HCM market tend to fluctuate,however,our main competitors are ADP,Kronos,Paylocity,Ultimate Software,Ceridian,Ascentisand Infinisource.While Asure has the advantage of a flexible,easy to use,cloud-based,SaaS-delivered software model,affordability and proven deplo
113、ymentmethodology,we face several categories of competitive challenges:Vendors with face-to-face sales contact.In this highly relationship-based sales process,vendors with large,dispersed field-based salesteams who meet and consult with prospects have an advantage.Key U.S.vendors who approach the mar
114、ket in this manner include ADP,Kronos,PeopleSoft and Condeco.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.National payroll processors with loss-le
115、ader products.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 offerings.Single application
116、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 products and services is subject
117、to rapid technological change and there are relatively low barriers to entry in theworkplace management software market,we routinely encounter new entrants or competition from vendors in some or all aspects of our product lines.Competition from these potential market entrants may take many forms.Som
118、e of our competitors,both current and future,may have greater financial,technical and marketing resources than us and therefore may be able to respond more quickly to new or emerging technologies and changes in customerrequirements.As a result,they may compete more effectively on price and other ter
119、ms.Additionally,those competitors may devote greater resources indeveloping products or in promoting and selling their products to achieve greater market acceptance.Asure is actively taking measures designed to addressour competitive challenges,and clients tend to recognize the benefits of working w
120、ith an established and publicly-traded partner versus a start-up ortransitional vendor.However,we cannot assure that we will be able to achieve or maintain a competitive advantage with respect to any of the competitivefactors.MARKETING Asures marketing strategy relies on a comprehensive integrated p
121、lan rooted in our business objectives.Our marketing plan includes four primaryobjectives:1)build brand awareness,2)develop lead generation programs that drive revenue,3)launch products in a meaningful way and 4)develop aninfrastructure that supports and measures marketing activities.We deploy multi-
122、faceted,multi-series direct marketing programs to drive awareness,interestand revenue.Marketing vehicles include our web site,organic and paid search,advertising,public relations,direct marketing,events,social media,contentmarketing and eMarketing.In 2018,we are expanding our strategy to include Acc
123、ount Based Marketing and vertical-specific marketing.Our marketingplan addresses growth and retention goals for all target audiences,from small and medium-sized businesses to Fortune 500 companies and divisions ofenterprise organizations throughout the United States,Europe and Asia/Pacific.SALES ENA
124、BLEMENTIn 2017,Asure developed a comprehensive Sales Enablement plan to drive revenue through the education and development of direct and channelsales teams.With an emphasis on social selling,sales enablement tools DiscoverOrg and LinkedIn Navigator are elevating prospecting and top of funnelsales a
125、ctivity with meaningful connections,targeted research and the distribution of relevant content.Sales teams also have access to a sophisticated ROIcalculator that enhances the discovery process and creates a demonstrable ROI with interactive components that allow prospect champions to build a caseint
126、ernally,expediting the sales cycle.In conjunction with our marketing and product management team,our sales enablement team is promoting aconsultative sales approach that demonstrates our commitment as a partner with a focus on in-depth understanding of products,use cases and industries.8Table of Con
127、tentsINDUSTRY REGULATION Our business is subject to a wide range of complex U.S.and foreign laws and regulations.In addition,many of our solutions are designed to assistclients with their compliance with certain U.S.and foreign laws and regulations that apply to them.Failure to comply with,or change
128、s in,laws andregulations applicable to our businesses could have a materially adverse effect on our reputation,results of operations or financial condition,or have otheradverse consequences.As a provider of HR outsourcing solutions,we process personal and sensitive data related to clients,employees
129、of our clients,vendors and ouremployees.We are,therefore,subject to compliance obligations under federal,state and foreign privacy and data security-related laws.For instance,in theUnited States,the Health Insurance Portability and Accountability Act of 1996 applies to our COBRA,flexible spending ac
130、count,and health savings accountbenefits administration services businesses.We are also subject to federal,state and foreign security breach notification laws with respect to both our ownemployee data and client employee data.Some of our solutions assist our clients in complying with certain U.S.and
131、 foreign laws and regulations that apply to them.For example,our HCMsolutions help clients manage their compliance with certain requirements of the Patient Protection and Affordable Care Act in the United States.Our COBRAadministration services and flexible spending account services in the United St
132、ates are designed to help our clients comply with relevant federal guidelinesrelating to,respectively,employers benefits continuation obligations and certain requirements of the Internal Revenue Code.Although these laws andregulations apply to our clients and not to us,changes in such laws or regula
133、tions may affect our operations,products and services.Additionally,the changing nature of privacy laws in the United States,Canada,the European Union and elsewhere may impact our processing ofpersonal information of our employees and on behalf of our clients.For example,the European Union adopted a
134、comprehensive general data privacyregulation(the“GDPR”)in May 2016 that will replace the current EU Data Protection Directive and related country-specific legislation.The GDPR becomesfully effective in May 2018.Complying with the enhanced obligations imposed by the GDPR may result in significant cos
135、ts to our business and require us toamend certain of our business practices.Further,enforcement actions and investigations by regulatory authorities related to data security incidents andprivacy violations continue to increase.The future enactment of more restrictive laws,rules or regulations and/or
136、 future enforcement actions or investigationscould have a materially adverse impact on us through increased costs or restrictions on our businesses and noncompliance could result in regulatory penaltiesand significant legal liability.Failure to comply with data privacy laws and regulations could hav
137、e a materially adverse effect on our reputation,results ofoperations or financial condition,or have other adverse consequences The foregoing description does not include an exhaustive list of the laws and regulations governing and impacting our business.TRADEMARKS We have registered Asure Software a
138、s a federal trademark with the U.S.Patent and Trademark Office.Our other core federally registered trademarksinclude AsureForce,AsureSpace and Evolution.We also use common law trademarks including Resource Scheduler,Meeting Room Manager,Work Space Manager,Workplace BI,iEmployee,Netsimplicty,ADI,and
139、Legiant Express.EMPLOYEESAs of December 31,2017,we had a total of 324 employees(315 of which are full-time employees)in the following departments:NUMBER OF FUNCTION EMPLOYEES Research and development 65 Sales and marketing 55 Customer service and technical support 159 Finance,human resources and adm
140、inistration 45 Total 324 We continually evaluate and adjust the size and composition of our workforce.We also periodically retain contractors to support our sales andmarketing,information technology and administrative functions.None of our employees are represented by a collective bargaining agreeme
141、nt.Asure hasnot experienced any work stoppages and we consider our relations with our employees to be good.Additionally,we augment our workforce capacity inresearch and development and customer service and technical support by contracting for services through third parties.9Table of ContentsITEM 1A.
142、RISK FACTORSThe following risk factors and other information included in this Annual Report on Form 10-K should be carefully considered.The risks anduncertainties described below are not the only ones we face.Additional risks and uncertainties not presently known to us or that we presently deem less
143、significant may also impair our business operations.Please see Item 1.“BusinessForward Looking Statements”for a discussion of the forward-lookingstatements that are qualified by these risk factors.If any of the events or circumstances described in the following risk factors actually occurs,our busin
144、ess,operating results and financial condition could be materially adversely affected.We have a history of losses,and we cannot be certain that we will achieve or sustain profitability.We have incurred losses since our inception.We experienced net losses of$5.7 million and$972,000 in the fiscal years
145、 ended December 31,2017,and 2016,respectively.At December 31,2017,our accumulated deficit was$277.6 million and total stockholders equity was$63.8 million.We expect tocontinue to incur operating losses as a result of expenses associated with the continued development and expansion of our business.Su
146、ch expenses includeamong others,transaction costs associated with acquisitions,sales and marketing,research and development,consulting and support services and other costsrelating to the development,marketing and sale and service of our products that may not generate revenue until later periods,if a
147、t all.Any failure to increaserevenue or manage our cost structure as we implement initiatives to grow our business could prevent us from achieving or sustaining profitability.Inaddition,our ability to achieve profitability is subject to a number of the risks and uncertainties discussed below,many of
148、 which are beyond our control.Wecannot be certain that we will be able to achieve or sustain profitability on a quarterly or annual basis.As we acquire and invest in companies or technologies,we may not realize the expected business or financial benefits.These acquisitions could provedifficult to in
149、tegrate,disrupt our business,dilute stockholder value and ownership and adversely affect our operating results and financial condition.As part of our business strategy,we have in the past and may in the future seek to acquire or invest in other businesses,products or technologies thatwe believe coul
150、d complement or expand our existing platform,enhance our technical capabilities or otherwise offer growth opportunities.In March 2016,weacquired all of the issued and outstanding shares of common stock of Mangrove Employer Services,Inc.of Tampa,Florida(“Mangrove”)as well assubstantially all the asse
151、ts of Mangrove COBRAsource Inc.,a benefits administration services business which then was a wholly owned subsidiary ofMangrove.In January 2017,we acquired all of the outstanding shares of common stock of Personnel Management Systems,Inc.,substantially all of the assetsof Corporate Payroll,Inc.,rela
152、ting to its payroll service business bureau,and substantially all of the assets of Payroll Specialties NW,Inc.In May 2017,weacquired all of the equity interests of iSystems and all of the issued and outstanding shares of common stock of Compass.In October 2018,we acquired all ofthe issued and outsta
153、nding shares of common stock of ADS.In January 2018,we acquired TelePayroll Inc.,a Southern California-based provider of humanresources,payroll and employee benefits services;Pay Systems of America,Inc.,a provider of HR,payroll and employee benefits services;and SaversAdministrative Services,Inc.,a
154、certified third-party administrator of payroll and human resources services.Acquisitions and investments involve numerous risks,including:potential failure to achieve the expected benefits of the combination or acquisition;difficulties in,and the cost of,integrating operations,technologies,services,
155、platforms and personnel;diversion of financial and managerial resources from existing operations;the potential entry into new markets in which we have little or no experience or where competitors may have stronger market positions;potential write-offs of acquired assets or investments,and potential
156、financial and credit risks associated with acquired customers;potential loss of key employees of the acquired company;inability to generate sufficient revenue to offset acquisition or investment costs;10Table of Contentsinability to maintain relationships with customers and partners of the acquired
157、business;difficulty of transitioning the acquired technology onto our existing platforms and customer acceptance of multiple platforms on a temporary orpermanent basis;augmenting the acquired technologies and platforms to the levels that are consistent with our brand and reputation;increasing or mai
158、ntaining the security standards for acquired technology consistent with our other services;potential unknown liabilities associated with the acquired businesses;unanticipated expenses related to acquired technology and its integration into our existing technology;negative impact to our results of op
159、erations because of the depreciation and amortization of amounts related to acquired intangible assets,fixedassets and deferred compensation;additional stock based compensation;the loss of acquired deferred revenue and unbilled deferred revenue;delays in customer purchases due to uncertainty related
160、 to any acquisition;ineffective or inadequate controls,procedures and policies at the acquired company;challenges caused by integrating operations over distance,and across different languages and cultures in the case of any internationalacquisitions;currency and regulatory risks associated with fore
161、ign countries and potential additional cybersecurity and compliance risks resulting from entryinto new markets;andthe tax effects of any such acquisitions.Any of these risks could have an adverse effect on our business,operating results and financial condition.In addition,to facilitate these acquisi
162、tions or investments,we may seek additional equity or debt financing,which may not be available on termsfavorable to us,or at all,which may affect our ability to complete acquisitions or investments.If we finance acquisitions by issuing equity or convertible orother debt securities or loans,or issue
163、 equity as consideration for an acquisition,our existing stockholders may be diluted,or we could face constraintsrelated to the terms of,and repayment obligations related to,the incurrence of indebtedness.See also the risk factor below titled“We may require additionalcapital to support business grow
164、th,and this capital may not be available on acceptable terms,or at all.”We depend on data centers and computing infrastructure operated by third parties and any disruption in these operations could adversely affect ourbusiness.We host our applications and serve our customers through a number of exte
165、rnal data centers.While we control and have access to our servers and allthe components of the networks that are located in our external data centers,we do not control the operations of these facilities.The owners of such facilitieshave no obligation to renew their agreements with us on commercially
166、 reasonable terms.If we are not able to renew these contracts on commerciallyreasonable terms,we may be required to transfer our servers and other infrastructure to new data facilities,and we may incur significant costs and possibleservice interruption in doing so.Additionally,we rely on certain hos
167、ted infrastructure partners,such as Amazon Web Services(“AWS”)to provide a thirdparty hosted environment for certain of our applications.Any disruption or in any disruption of or interference at our hosted infrastructure partners wouldimpact our operations and our business could be adversely impacte
168、d.Problems faced by our third-party data center operations or hosted infrastructurepartners could adversely affect the experience of our customers.Breaches of our clients data caused by errors,omissions or hostile acts of third parties withinthe third party hosted environment are beyond our control
169、yet we would remain responsible for such data security incidents from a regulatory standpoint,insome instances.Our third-party data center operators or hosted infrastructure partners could decide to close their facilities without adequate notice.Inaddition,any financial difficulties,such as bankrupt
170、cy,faced by our third-party data center operators,our hosted infrastructure partners or any of the otherservice providers with whom we or they contract may have negative effects on our business,the nature and extent of which are difficult to predict.11Table of ContentsPrivacy regulations,existing an
171、d evolving regulation of cloud computing,cross-border transfer restrictions and other United States and foreignregulations could limit the use of our services and adversely affect our business.Regulatory focus on privacy issues continues to increase,as federal,state and foreign governments continue
172、to adopt new laws and regulationsaddressing data privacy and the collection,processing,storage and use of personal information.As these laws expand and become more complex,potentialrisks related to our handling of our clients personal information will intensify.These measures include the Global Data
173、 Protection Regulation(“GDPR”),effective in May,2018,which replaces the current EU Data Protection Directive 95/46/EC and which applies to all EU member states.This law governs theprocessing of personal information within the EU and the processing of personal information of EU citizens generally and
174、 applies directly to our operationsas a data processor.The GDPR imposes new security and privacy standards and contractual obligations on data processors and provides for significant finesand new private rights of actions in the event of breach of a data security or data privacy obligation or non-co
175、mpliance in general.Non-compliance with theGDPR may result in monetary penalties of up to 4%of worldwide revenue.The GDPR and other changes in foreign and domestic laws or regulationsassociated with the enhanced protection of certain types of sensitive data,such as healthcare data,biometric data,or
176、any personal information,could increaseour cost of providing our services or prevent us from offering services in jurisdictions in which we operate.These and other requirements could reducedemand for our services or restrict our ability to store and process data or,in some cases,impact our ability t
177、o offer our services in certain locations impactingour clients ability to deploy our solutions globally.Additionally,the law relating to the ability to exchange data outside of jurisdiction borders is complexand subject to change.For example,in October 2015,the European Court of Justice invalidated
178、the U.S.-EU Safe Harbor framework that had been in placesince 2000,which allowed companies to meet certain European legal requirements for the transfer of personal data from the European Economic Area to theUnited States.While other adequate legal mechanisms to lawfully transfer such data remain,the
179、 invalidation of the U.S.-EU Safe Harbor framework may resultin different European data protection regulators applying differing standards for the transfer of personal data,which could result in increased regulation,costof compliance and limitations on data transfer for us and our customers.The cost
180、s of compliance with and other burdens imposed by laws,regulations andstandards may limit the use and adoption of our services,reduce overall demand for our services,lead to significant fines,penalties or liabilities fornoncompliance,or slow the pace at which we close sales transactions,any of which
181、 could harm our business.In addition to governmental regulation,self-regulatory standards may place additional burdens on us.Many of our customers expect us to meet voluntary certification or other standards established bythird parties,such as the International Trade Administration Privacy Shield as
182、 well as other audited measures and controls.If we are unable to maintain thesecertifications or meet these standards,it could adversely affect our ability to provide our solutions to certain customers and could harm our business.Even theperception that the privacy of personal information is not sat
183、isfactorily protected or does not meet regulatory requirements could inhibit sales of our productsor services,and could limit adoption of our cloud-based solutions.If our security measures or those of our third-party data center hosting facilities,cloud computing platform providers or third-party se
184、rvice partners arecompromised or breached,our services may be perceived as not being secure,our brand could be damaged,our services may be disrupted,and customersmay curtail or stop using our services,all of which could reduce our revenue and earnings,increase our expenses,and exposure us to legal c
185、laims andregulatory actions.Our services involve the collection,transmission,processing and storing of our customers and our customers customers proprietary and othersensitive data,including financial information and other personal information.While we have security measures in place,they may be bre
186、ached as a result ofthird-party action,including intentional misconduct by computer hackers,employee error,malfeasance or otherwise and result in someone obtainingunauthorized access to our information technology systems,our customers data or our data,including our intellectual property and other co
187、nfidentialbusiness information.In addition,third parties may attempt to fraudulently induce employees or customers into disclosing sensitive information such as usernames,passwords or other information in order to gain access to our customers data,our data or our information technology systems.Becau
188、se the techniquesused to obtain unauthorized access,or to sabotage systems,change frequently and generally are not recognized until launched against a target,we may beunable to anticipate these techniques or to implement adequate preventative measures.In addition,our customers may authorize third-pa
189、rty technologyproviders to access their customer data,and some of our customers may not have adequate security measures in place to protect their data that is stored on ourservices.Because we do not control our customers or third-party technology providers,or the processing of such data by third-par
190、ty technology providers,wecannot ensure the integrity or security of such transmissions or processing.Malicious third parties may also conduct attacks designed to temporarily denycustomers access to our services.Any security breach could result in a loss of confidence in the security of our services
191、,damage our reputation,negativelyimpact our future sales,disrupt our business and lead to legal liability.Moreover,if a high profile security breach occurs with respect to another SaaSprovider,our clients and potential clients may lose trust in the security of the SaaS business model generally,which
192、 could adversely impact our ability toretain existing clients or attract new ones.12Table of ContentsOur directors,officers and principal stockholders have significant voting power and may take actions that may not be in the best interests of our otherstockholders.As of March 12,2018,our officers,di
193、rectors and principal stockholders each holding more than 5%of our common stock,collectively controlapproximately 21%of our outstanding common stock.As a result,these stockholders,if they were to act together,would be able to exert significantinfluence over the management and affairs of our company
194、and most matters requiring stockholder approval,including the election of directors and approvalof significant corporate transactions.This significant concentration of ownership may have the effect of delaying or preventing a change of control,including those that you may believe are in your best in
195、terests as one of our stockholders.If potential acquirers are deterred,you may lose an opportunity toprofit from a possible acquisition premium in our stock price.This significant concentration of stock ownership may also adversely affect the trading price ofour common stock due to investors percept
196、ion that conflicts of interest may exist or arise.In addition,under the terms of the Investors Rights Agreement that we entered into in connection with our acquisition of iSystems,holders of amajority of the registerable securities have the right to nominate one director to our board of directors un
197、til holders of the registerable securities no longerhold more than the lesser of(x)5%of our outstanding common stock and(y)90%of the shares of our common stock held by such holders as of May 25,2017.As a result of their ownership interests and director nomination right,holders of the registerable se
198、curities may have the ability to influence theoutcome of matters that require approval of our stockholders or to otherwise influence the Company.The interests of these stockholders might conflict withor differ from other stockholder interests.If we are not able to develop enhancements and new featur
199、es,keep pace with technological developments or respond to future technologies,our business,operating results and financial will be adversely affected.Our future success will depend on our ability to adapt and innovate.To attract new clients and increase revenue from existing clients,we will needto
200、enhance and improve our existing products and introduce new features.The success of any enhancement or new feature depends on several factors,including timely completion,introduction and market acceptance.If we are unable to enhance our existing products to meet client needs or successfullydevelop o
201、r acquire new features or products,or if such new features or products fail to be successful,our business,operating results and financial conditionwill be adversely affected.Our products are designed to operate on a variety of network,hardware and software platforms using Internet tools and protocol
202、s,and we mustcontinuously modify and enhance our products to keep pace with changes in Internet-related hardware,software,communication,browser and databasetechnologies.In addition,if new technologies emerge that are able to deliver a workforce management software at lower prices,more efficiently or
203、 moreconveniently,we may be unable to compete with these technologies.If we are unable to respond in a timely and cost-effective manner to these rapidtechnological developments,our products may become less marketable and less competitive or obsolete,and our business,operating results and financialco
204、ndition will be adversely affected.Our business depends substantially on clients renewing their agreements with us,purchasing additional products from us or adding additional users.If ourcustomers do not renew their subscriptions for our services or reduce the number of paying subscriptions at the t
205、ime of renewal,our revenue will declineand our business,operating results and financial condition may be adversely affected.If we cannot accurately predict subscription renewals or upgraderates,we may not meet our revenue targets,which may adversely affect the market price of our common stock.In ord
206、er for us to improve our operating results,it is important that our clients renew their agreements with us when the initial contract term expiresand also purchase additional products or add additional users.Our customers have no obligation to renew their subscriptions for our services after the expi
207、ration of their contractual subscription period,which istypically one to three years,and in the normal course of business,some customers have elected not to renew.Even if customers elect to renew,they mayrenew for fewer subscriptions,renew for shorter contract lengths,or switch to lower cost offerin
208、gs of our services.Moreover,certain of our clients have theright to cancel their agreements for convenience,subject to certain notice requirements and,in some cases,early termination fees.It is difficult to predictattrition rates given our varied customer base of enterprise,varied sizes or our custo
209、mers and the number of multi-year subscription contracts.Our clientrenewal rates may decline or fluctuate as a result of a number of factors,including their satisfaction or dissatisfaction with our products,our pricing,the pricesof competing products or services,mergers and acquisitions affecting ou
210、r client base,reduced hiring by our clients or reductions in our clients spendinglevels.13Table of ContentsOur future success also depends in part on our ability to sell additional features and services,more subscriptions or enhanced editions of our servicesto our current customers.This may also req
211、uire increasingly sophisticated and costly sales efforts that are targeted at senior management.Similarly,the rate atwhich our customers purchase new or enhanced services depends on a number of factors,including general economic conditions and that our customers donot react negatively to any price c
212、hanges related to these additional features and services.In addition,if we cannot accurately predict subscription renewals or upgrade rates,we may not meet our revenue targets,which may adversely affectthe market price of our common stock.We may be required to incur further debt to meet future capit
213、al requirements of our business.Should we be required to incur additional debt,therestrictions imposed by the terms of such debt could adversely affect our financial condition and our ability to respond to changes in our business.If we incur additional debt,we may be subject to the following risks:o
214、ur vulnerability to adverse economic conditions may be heightened;our flexibility in planning for,or reacting to,changes in our business may be limited;our debt covenants may affect our flexibility in planning for,and reacting to,changes in the economy and in our industry;higher levels of debt may p
215、lace us at a competitive disadvantage compared to our competitors or prevent us from pursuing opportunities;covenants contained in the agreements governing our indebtedness may limit our ability to borrow additional funds and make certaininvestments;a significant portion of our cash flow could be us
216、ed to service our indebtedness;andour ability to obtain additional financing in the future for working capital,capital expenditures,acquisitions or other general corporatepurposes may be impaired.We cannot assure you that our leverage and such restrictions will not materially and adversely affect ou
217、r ability to finance our future operations orcapital needs or to engage in other business activities.We may require additional capital to support business growth,and this capital may not be available on acceptable terms,or at all.We intend to continue to make investments,including the acquisition of
218、 complementary businesses,to support our business growth and may seekadditional funds to respond to business challenges,including the need to develop new features or enhance our existing products,improve our operatinginfrastructure or acquire complementary businesses and technologies.Accordingly,we
219、may need to engage in additional equity or debt financings to secureadditional funds.If we raise additional funds through issuances of equity or debt securities,our existing stockholders could suffer significant dilution,andany new equity securities we issue could have rights,preferences and privile
220、ges superior to those of holders of our common stock.In addition,we may not beable to obtain additional financing on terms favorable to us,if at all.If we are unable to obtain adequate financing or financing on terms satisfactory to us,when we require it,our ability to continue to support our busine
221、ss growth and to respond to business challenges could be significantly impaired.Our ability to make scheduled payments of the principal of,to pay interest on or to refinance our indebtedness,including subordinated promissorynotes we issued in connection with our acquisitions,depends on our future pe
222、rformance,which is subject to economic,financial,competitive and otherfactors beyond our control.Our business may not generate cash flow from operations in the future sufficient to satisfy our obligations under the notes and anyfuture indebtedness we may incur and to make necessary capital expenditu
223、res.If we are unable to generate such cash flow,we may be required to adopt one ormore alternatives,such as reducing or delaying investments or capital expenditures,selling assets,refinancing or obtaining additional equity capital on termsthat may be onerous or highly dilutive.Our ability to refinan
224、ce the notes or future indebtedness will depend on the capital markets and our financialcondition at such time.We may not be able to engage in any of these activities or engage in these activities on desirable terms,which could result in a defaulton the notes or future indebtedness.14Table of Conten
225、tsUnfavorable conditions in our industry or the global economy,or reductions in information technology spending,could adversely affect our business,operating results and financial condition.Our operating results may vary based on changes in our industry or the impact of changes in the global economy
226、 on us or our clients.The revenuegrowth and potential profitability of our business depends on demand for enterprise application software and services generally and for workspace andworkforce management solutions in particular.We sell our software products and services primarily to large,mid-sized a
227、nd small business organizationswhose businesses fluctuate based on general economic and business conditions.In addition,a portion of our revenue is attributable to the number of users ofour products at each of our clients,which in turn is influenced by the employment and hiring patterns of our clien
228、ts and potential clients.To the extent thateconomic uncertainty or weak economic conditions cause our clients and potential clients to freeze or reduce their headcount,demand for our products maybe negatively affected.Historically,economic downturns have resulted in overall reductions in spending on
229、 information technology and workforcemanagement software as well as pressure from clients and potential clients for extended billing terms.If economic conditions deteriorate,our clients andpotential clients may elect to decrease their information technology and workforce management budgets by deferr
230、ing or reconsidering product purchases,which would adversely affect our business,operating results and financial condition.The market for workforce management in which we participate is intensely competitive,and if we do not compete effectively,our business,operatingresults and financial condition c
231、ould be adversely affected.The market for workforce management software is highly competitive,rapidly evolving and fragmented.Many of our competitors and potentialcompetitors are larger and have greater brand name recognition,longer operating histories,larger marketing budgets and significantly grea
232、ter resources thanwe do.These competitors may be able to respond more quickly to new or emerging technologies and changes in customer requirements,and they may be ableto compete more effectively on price and other terms.In addition,with the introduction of new technologies and market entrants,we exp
233、ect competition tointensify in the future.If we fail to compete effectively,our business will be harmed.Some of our principal competitors offer their products or services at alower price,which has resulted in pricing pressures on our products.Similarly,some competitors offer different billing terms,
234、which has resulted in pressureson our billing terms.If we are unable to maintain our pricing levels and billing terms,our operating results could be negatively impacted.In addition,pricingpressures and increased competition generally could result in reduced sales,reduced margins,losses or the failur
235、e of our products to achieve or maintain morewidespread market acceptance,any of which could adversely affect our business,operating results and financial condition.We face competition from paper-based processes and desktop software tools.We also face competition from custom-built software that is d
236、esigned tosupport the needs of a single organization,as well as from third-party talent and human resource application providers.These vendors include,withoutlimitation,Dean Evans&Associates,Inc.,Emergingsoft Corporation,AgilQuest Corporation and Condeco Ltd.(UK)as competitors to the AsureSpace line
237、and Kronos,Replicon and Time Simplicity as competitors to the AsureForce line.In addition,some of the parties with which we maintain business alliancesoffer or may offer products or services that compete with our products or services.Many of our competitors are able to devote greater resources to th
238、e development,promotion and sale of their products and services.In addition,many of our competitors have established marketing relationships,access to large client bases and major distribution agreements with consultants,systemintegrators and distributors.Moreover,many software vendors can bundle hu
239、man resource products or offer such products at a lower price as part of a largerproduct sale.In addition,some competitors may offer software that addresses one or a limited number of workforce management functions at a lower pricepoint or with greater depth than our products.For all of these reason
240、s,we may not be able to compete successfully against our current and future competitors.Existing or future laws and regulations could increase the cost of our products and negatively affect our operating results,as well as subject us tolitigation,regulatory investigations and other potential liabili
241、ties.Our business is subject to a wide range of complex U.S.and foreign laws and regulations.As a provider of human resources outsourcing solutions,we process personal and sensitive data related to clients,employees of our clients,and our employees,and are subject to compliance obligations underfede
242、ral,state and foreign privacy and data security-related laws.For instance,in the United States,the Health Insurance Portability and Accountability Act of1996 applies to our COBRA,flexible spending account and health savings account benefits administration services businesses.We are also subject tofe
243、deral,state and foreign security breach notification laws with respect to both our own employee data and client employee data.Some of our solutions assist our clients in complying with certain U.S.and foreign laws and regulations that apply to them.For example,our HCMsolutions help clients manage th
244、eir compliance with certain requirements of the Patient Protection and Affordable Care Act in the United States.Our COBRAadministration services and flexible spending account services in the United States are designed to help our clients comply with relevant federal guidelinesrelating to,respectivel
245、y,employers benefits continuation obligations and certain requirements of the Internal Revenue Code.Changes in such laws orregulations may negatively affect our operating results,and render these compliance management aspects of our products and services obsolete.15Table of ContentsEvolving regulati
246、on of the Internet,changes in the infrastructure underlying the Internet or interruptions in Internet access may adversely affect ourbusiness,operating results and financial condition by increasing our expenditures and causing client dissatisfaction.Our services depend on the ability of our register
247、ed users to access the Internet.Currently,this access is provided by companies that have significantmarket power in the broadband and Internet access marketplace,including incumbent telephone companies,cable companies,mobile communicationscompanies and government-owned service providers.Laws or regu
248、lations that adversely affect the growth,popularity or use of the Internet,includingchanges to laws or regulations impacting Internet neutrality,could decrease the demand for our products,increase our operating costs,require us to alter themanner in which we conduct our business and/or otherwise adv
249、ersely affect our business.For example,the Federal Communications Commission(the“FCC”)recently adopted an order repealing rules that prohibit Internet service providers(“ISPs”)from blocking or throttling Internet traffic,and from engaging inpractices that prioritize particular Internet content in ex
250、change for payment(also known as“paid prioritization”).The order is not yet effective and has beenchallenged in court,which could result in further changes to the governing law.There is also uncertainty regarding how the FCCs new framework,if upheld,and new oversight by the Federal Trade Commission(
251、“FTC”)will be applied.Depending on ongoing appellate proceedings and future action by the FCCand FTC,we could experience discriminatory or anti-competitive practices that could cause us to incur additional expense or otherwise adversely affect ourbusiness,operating results and financial condition.In
252、 particular,the repeal of restrictions on paid prioritization could enable ISPs to impose higher fees andotherwise adversely affect our business.In addition,the rapid and continual growth of traffic on the Internet has resulted at times in slow connection and download speeds of Internet users.Our bu
253、siness may be harmed if the Internet infrastructure cannot handle our clients demands or if hosting capacity becomes insufficient.If our clientsbecome frustrated with the speed at which they can utilize our products over the Internet,our clients may discontinue the use of our software and choose not
254、to renew their contracts with us.Further,the performance of the Internet has also been adversely affected by viruses,worms,hacking,phishing attacks,denialof service attacks and other similar malicious programs,as well as other forms of damage to portions of its infrastructure,which have resulted in
255、a variety ofInternet outages,interruptions and other delays.These service interruptions could diminish the overall attractiveness of our products to existing andpotential users and could cause demand for our products to suffer.Our business and operations are experiencing growth and organizational ch
256、ange.If we fail to effectively manage such growth and change,our business,operating results and financial condition could be adversely affected.We have experienced,and may continue to experience,growth and organizational change,which has placed,and may continue to place,significantdemands on our man
257、agement,operational and financial resources.For example,our headcount has grown from 179 employees(175 full-time)on December31,2016 to 324 employees(315 full-time)on December 31,2017.We may continue to expand our operations in the future,either organically or throughadditional acquisitions.We have a
258、lso experienced significant growth in the number of users,transactions and data that our SaaS hosting infrastructuresupports.We will require significant capital expenditures and the allocation of valuable management resources to manage this growth.If we fail to manageour anticipated growth and chang
259、e in an effective manner,our ability to retain and attract clients may suffer and our business,operating results and financialcondition may be adversely affected.Our clients could have insufficient funds to cover payments we have made on their behalf,resulting in financial loss to us.As part of the
260、payroll processing service,we are authorized by our clients to transfer money from their accounts to fund amounts owed to theiremployees and various taxing authorities.It is possible that we could be held liable for such amounts in the event the client has insufficient funds to coverthem.We have in
261、the past,and may in the future,make payments on our clients behalf for which we may not be reimbursed,resulting in loss to us.Our interest earned on funds held for clients may be impacted by changes in government regulations mandating the amount of tax withheld or timing ofremittance.We receive inte
262、rest income from investing client funds collected but not yet remitted to applicable tax or regulatory agencies or to client employees.A change in regulations either decreasing the amount of taxes to be withheld or allowing less time to remit taxes to applicable tax or regulatory agenciescould adver
263、sely impact interest income.16Table of ContentsThe markets in which we participate are highly competitive,and if we do not compete effectively,our operating results could be adversely affected.The market for payroll and HCM solutions is fragmented,highly competitive and rapidly changing.Our competit
264、ors vary for each of our solutions,and include(i)enterprise-focused software providers,such as Ultimate Software Group,Inc.,Workday,Inc.,SAP AG,Oracle Corporation and CeridianCorporation,(ii)payroll service providers,such as Automatic Data Processing,Inc.,Paychex,Inc.,Paycom Software,Inc.,Paycor,Inc
265、.and(iii)other regionalproviders,and HCM point solutions,such as Cornerstone OnDemand,Inc.Several of our competitors are larger,have greater name recognition,longer operating histories and significantly greater resources than we do.Manyof these competitors are able to devote greater resources to the
266、 development,promotion and sale of their products and services.Furthermore,our current orpotential competitors may be acquired by third parties with greater available resources and the ability to initiate or withstand substantial price competition.As a result,our competitors may be able to develop p
267、roducts and services better received by our markets or may be able to respond more quickly andeffectively than we can to new or changing opportunities,technologies,regulations or client requirements.In addition,current and potential competitors have established,and might in the future establish,part
268、ner or form other cooperative relationshipswith vendors of complementary products,technologies or services to enable them to offer new products and services,to compete more effectively or toincrease the availability of their products in the marketplace.New competitors or relationships might emerge t
269、hat have greater market share,a larger clientbase,more widely adopted proprietary technologies,greater marketing expertise,greater financial resources,and larger sales forces than we have,whichcould put us at a competitive disadvantage.In light of these advantages,current or potential clients might
270、accept competitive offerings in lieu of purchasingour offerings.We expect intense competition to continue for these reasons,and such competition could negatively impact our sales,profitability or marketshare.If we lose key personnel,including key management personnel,or are unable to attract and ret
271、ain additional personnel as needed in the future,it coulddisrupt the operation of our business,delay our product development and harm our growth efforts.Our future performance depends largely on our ability to continually and effectively attract,train,retain,motivate and manage highly qualified ande
272、xperienced technical,sales,marketing,managerial and executive personnel.Our future development and growth depend on the efforts of key managementpersonnel and technical employees.We cannot guarantee that we will continue to attract and retain personnel with the requisite capabilities and experience.
273、The loss of one or more of our key management or technical personnel could have a material and adverse effect on our business,operating results andfinancial condition.Any significant disruption in our SaaS hosting network infrastructure could harm our reputation,require us to provide credits or refu
274、nds,result in earlyterminations of client agreements or a loss of clients,and adversely affect our business,operating results and financial condition.Our SaaS hosting network infrastructure is a critical part of our business operations.Our clients access our workforce management software through ast
275、andard web browser and depend on us for fast and reliable access to our products.Our software is proprietary,and we rely on third-party data center hostingfacilities and the expertise of members of our engineering and software development teams for the continued performance of our software.We haveex
276、perienced,and may in the future experience,disruptions in our computing and communications infrastructure.Factors that may cause such disruptionsinclude:human error;security breaches;telecommunications outages from third-party providers;computer viruses;acts of terrorism,sabotage or other intentiona
277、l acts of vandalism,including cyber attacks;unforeseen interruption or damages experienced in moving hardware to a new location;fire,earthquake,flood and other natural disasters;andpower loss.Although we generally back up our client databases hourly,store our data in more than one geographically dis
278、tinct location at least weekly andperform real-time mirroring of data to disaster recovery locations,we do not currently offer immediate access to disaster recovery locations in the event of adisaster or major outage.Thus,in the event of any of the factors described above,or other failures of our co
279、mputing infrastructure,clients may not be able toaccess their data for lengthy periods of time and it is possible that client data from recent transactions may be permanently lost or otherwise compromised.Inaddition,we may not have adequate insurance coverage to compensate for losses from a major in
280、terruption.Moreover,some of our agreements includeperformance guarantees and service level standards that obligate us to provide credits,refunds or termination rights in the event of a significant disruption inour SaaS hosting network infrastructure or other technical problems that relate to the fun
281、ctionality or design of our software.17Table of ContentsEven if demand for workforce management products and services increases generally,there is no guarantee that demand for SaaS products generally orour products in particular will increase to a corresponding degree,or at all.The widespread adopti
282、on of our products depends not only on strong demand for workforce management products and services generally,but alsofor products and services delivered via a SaaS business model in particular.A significant number of organizations do not use workforce managementproducts,and it is unclear whether su
283、ch organizations will ever use these products and,if they do,whether they will choose to use a SaaS workforcemanagement software service or our products in particular.As a result,we cannot assure you that our SaaS workforce management software products willachieve and sustain the high level of marke
284、t acceptance that is critical for the success of our business.Because of how we recognize revenue with respect to our workforce management products,a significant downturn in our business may not be immediatelyreflected in our operating results.Our revenues consist of SaaS offerings,time-based softwa
285、re subscriptions,and perpetual software license sale arrangements.We recognize revenuefrom our SaaS arrangements and time-based software subscription agreements monthly over the terms of these arrangements,which typically range from oneto three years.As a result,a significant portion of the revenue
286、we report in each quarter is generated from arrangements entered into during previous periods.Consequently,a decline in new subscriptions or SaaS arrangements in any one quarter may not have a significant impact on our revenue and financialperformance in that quarter,but will negatively affect our r
287、evenue,or rate of revenue growth,and financial performance in future quarters.In addition,if subscription or SaaS arrangements expire and are not renewed in the same quarter,our revenue and financial performance in thatquarter and subsequent quarters will be negatively affected.However,the revenue i
288、mpact may not be immediately reflected in our operating results to theextent there is an offsetting increase in revenue from perpetual license sales in that same quarter.Finally,we may be unable to adjust our fixed costs in response to reduced revenue.Accordingly,the effect of significant declines i
289、n sales andmarket acceptance of our products may not be reflected in our short-term operating results.Because we generally recognize subscription revenue from our clients over the terms of their agreements but incur most costs associated with generatingsuch agreements up front,rapid growth in our cl
290、ient base may put downward pressure on our operating income in the short term.The expenses associated with generating client agreements are generally incurred up front,while the resulting subscription revenue is generallyrecognized over the life of the agreements.Accordingly,increased growth in the
291、number of our clients will result in our recognition of more costs thanrevenue during the early periods covered by such agreements,even in cases where the agreements are expected to be profitable for us over their full terms.If we fail to adequately protect our proprietary rights,our competitive adv
292、antage and brand could be impaired and we may lose valuable assets,generatereduced revenue and incur costly litigation to protect our rights.Our success is dependent,in part,upon protecting our proprietary technology.We rely on a combination of trademarks,service marks,trade secretlaws and contractu
293、al restrictions to establish and protect our proprietary rights in our products and services.However,the steps we take to protect ourintellectual property may be inadequate.We will not be able to protect our intellectual property if we are unable to enforce our rights or if we do not detectunauthori
294、zed use of our intellectual property.Despite our precautions,it may be possible for unauthorized third parties to copy our products and useinformation that we regard as proprietary to create products and services that compete with ours.Some license provisions protecting against unauthorizeduse,copyi
295、ng,transfer and disclosure of our licensed products may be unenforceable under the laws of certain jurisdictions and foreign countries.Further,thelaws of some countries do not protect proprietary rights to the same extent as the laws of the United States.To the extent we expand our internationalacti
296、vities,our exposure to unauthorized copying and use of our products and proprietary information may increase.While our general practice is to enter intoconfidentiality and invention assignment agreements with our employees and consultants and confidentiality agreements with the parties with whom weh
297、ave strategic relationships and business alliances,these agreements may not be effective in controlling access to and distribution of our products andproprietary information.Further,these agreements do not prevent our competitors from independently developing technologies that are substantiallyequiv
298、alent or superior to our products.Litigation brought to protect and enforce our intellectual property rights could be costly,time consuming anddistracting to management and could result in the impairment or loss of portions of our intellectual property.If we fail to secure,protect and enforce ourint
299、ellectual property rights,we may lose valuable assets,generate reduced revenue and incur costly litigation to protect our rights,which could adverselyaffect our business,operating results and financial condition.18Table of ContentsOur level of indebtedness and the terms of our indebtedness,including
300、 the indebtedness under our Restated Credit Agreement and subordinatedpromissory notes,could adversely affect our operations and limit our ability to plan for or respond to changes in our business or acquire additionalbusinesses.If we are unable to comply with restrictions in,or cannot repay or refi
301、nance our indebtedness,the repayment of our indebtedness could beaccelerated.In order to consummate our acquisitions in 2017 and January of 2018,we incurred approximately$13.7 million of subordinated indebtedness inconnection with the notes issued to the sellers.In addition,as of December 31,2017,we
302、 have approximately$68.3 million in senior,secured debtoutstanding under our Restated Credit Agreement.Our high level of indebtedness could adversely affect our business in the following ways,among others:make it more difficult for us to satisfy our financial obligations under our current debt oblig
303、ations,or other indebtedness,as well as ourcontractual and commercial commitments,and could increase the risk that we may default on our debt obligations;require us to use a substantial portion of our cash flow from operations to pay interest and principal on our current debt obligations or otherind
304、ebtedness,which would reduce the funds available for working capital,capital expenditures and other general corporate purposes;limit our ability to obtain additional financing for working capital,capital expenditures,acquisitions and other investments or generalcorporate purposes,which may limit the
305、 ability to execute our business strategy;heighten our vulnerability to downturns in our business,our industry or in the general economy,and restrict us from exploiting businessopportunities or making acquisitions;place us at a competitive disadvantage compared to those of our competitors that may h
306、ave proportionately less debt;limit managements discretion in operating our business;limit our flexibility in planning for,or reacting to,changes in our business,the industry in which we operate or the general economy;andresult in higher interest expense if interest rates increase.Our ability to mak
307、e scheduled payments on or to refinance our indebtedness depends on our future performance,which is subject to economic,financial,competitive and other factors that may be beyond our control.Our business may not generate cash flow from operations in the future sufficient toservice our debt and suppo
308、rt our growth strategies.If we are unable to generate sufficient cash flow,we may be required to pursue one or more alternatives,such as selling assets,restructuring debt or obtaining additional equity capital on terms that may be onerous or dilutive.Our ability to refinance ourindebtedness will dep
309、end on the capital markets and our financial condition at such time.We may not be able to engage in any of these activities or ondesirable terms,which could result in a default on our debt obligations,including under our current debt obligations.In addition,if for any reason we areunable to meet our
310、 debt service and repayment obligations,we would be in default under the terms of our Restated Credit Agreement,which would allow ourcreditors at that time to declare all outstanding indebtedness to be due and payable.Under these circumstances,our lenders could compel us to apply all ofour available
311、 cash to repay our indebtedness.19Table of ContentsOur ability to incur debt and the use of our funds could be limited by the restrictive covenants in our loan agreement for our term loan and revolving creditfacility.Our Restated Credit Agreement with Wells Fargo Bank,N.A.provides for a term loan an
312、d revolving credit facility that contains restrictivecovenants,including restrictions on our ability to pay dividends to stockholders,as well as requirements to comply with certain leverage ratios and otherfinancial maintenance tests.These restrictive covenants and requirements limit the amount of b
313、orrowings that are available to us.The Restated CreditAgreement covenants may also affect our ability to obtain future financing and to pursue attractive business opportunities and our flexibility in planning for,and reacting to,changes in business conditions.These covenants could place us at a disa
314、dvantage compared to some of our competitors,who may have fewerrestrictive covenants and may not be required to operate under these restrictions.Sales,or the potential for sales,of a substantial number of shares of our common stock in the public market by us or our existing stockholders could causeo
315、ur stock price to fall.The sale of substantial amounts of shares of our common stock in the public market,or the perception that such sales could occur,could harm theprevailing market price of shares of our common stock.These sales,or the possibility that these sales may occur,also might make it mor
316、e difficult for us toraise capital through the sale of equity securities in the future at a time and at a price that we deem appropriate.As of March 12,2018,we had a total of12,584,036 shares of common stock outstanding.The entities and persons affiliated with iSystems Holdings,LLC beneficially own
317、1,526,332 shares of our common stock,or approximately 12%ofour outstanding common stock based on shares outstanding as of March 12,2018.Pursuant to an investors rights agreement entered into between the partiesin connection with our acquisition of iSystems(the“Investors Rights Agreement”),Holdings h
318、as requested that we file a registration statement to register itsshares of our common stock for resale to the public.Under the Investor Rights Agreement,public resales of shares registered under this registration statement,once declared effective,may not occur until after May 25,2018.Any sales of t
319、hese shares in the public market,or the perception that such sales may occur,could have a material adverse effect on the market price of our common stock.Our stock price has been,and likely will continue to be,volatile.The market price of our common stock has in the past been,and is likely to contin
320、ue in the future to be,volatile.During the fiscal year endedDecember 31,2016,the Nasdaq closing price of one share of our common stock reached a high of$9.55 and a low of$4.36.During the fiscal year endedDecember 31,2017,it reached a high of$16.44 and a low of$9.00.That volatility depends upon many
321、factors,some of which are beyond our control,including:announcements regarding the results of expansion or development efforts by us or our competitors;announcements regarding the acquisition of businesses or companies by us or our competitors;technological innovations or new products and services d
322、eveloped by us or our competitors;changes in foreign or domestic regulations;issuance of new or changed securities analysts reports and/or recommendations applicable to us or our competitors;additions or departure of our key personnel;actual or anticipated fluctuations in our quarterly financial and
323、 operating results and degree of trading liquidity in our common stock;andpolitical or economic uncertainties.One or more of these factors could cause a decline in the price of our common stock.In addition,stock markets generally have experiencedsignificant price and volume volatility.This volatilit
324、y has had a substantial effect on the market prices of securities of many public companies for reasonsfrequently unrelated or disproportionate to the operating performance of the specific companies.20Table of ContentsWe are exposed to the credit risks of our customers;if we have inadequately assesse
325、d their creditworthiness,we may have more exposure to accountsreceivable risk than we anticipate.Failure to collect our accounts receivable in amounts that we anticipate could adversely affect our operating resultsand financial condition.We grant credit to customers in the ordinary course of busines
326、s,exposing us to the credit risk of our customers.In the course of our sales tocustomers,we may encounter difficulty collecting accounts receivable,which could adversely impact our operating results and financial condition.Wemaintain reserves for potential credit losses.However,these reserves are ba
327、sed on our judgment and a variety of factors and assumptions.We perform credit evaluations of our customers financial condition.However,our evaluation of the creditworthiness of customers may not beaccurate if they do not provide us with timely and accurate financial information or if their situatio
328、ns change after we evaluate their credit.While we attemptto monitor these situations carefully,adjust our allowances for doubtful accounts as appropriate and take measures to collect accounts receivable balances,we have written down accounts receivable and written off doubtful accounts in prior peri
329、ods and may be unable to avoid additional write-downs or write-offsof doubtful accounts in the future.Such write-downs or write-offs could negatively affect our operating results for the period in which they occur,and couldharm our financial condition.Our effective tax rate may fluctuate as a result
330、 of new tax laws and our interpretations of those new tax laws,which are subject to significant judgmentsand estimates.The ongoing effects of the new tax laws and the refinement of provisional estimates could make our results difficult to predict.Our effective tax rate may fluctuate as a result of n
331、ew tax laws and our interpretations of those new tax laws,which are subject to significantjudgments and estimates.The ongoing effects of the new tax laws and the refinement of provisional estimates could make our results difficult to predict.Our effective tax rate may fluctuate in the future as a re
332、sult of the U.S.Tax Cuts and Jobs Act(the Act),which was enacted on December 22,2017.The Act introduces significant changes to U.S.income tax law that will have a meaningful impact on our provision for income taxes once we release ourvaluation allowance.Accounting for the income tax effects of the A
333、ct requires significant judgments and estimates in the interpretation and calculations ofthe provisions of the Act.Due to the timing of the enactment and the complexity involved in applying the provisions of the Act,we made reasonable estimates of the effectsand recorded provisional amounts in our consolidated financial statements for the year ended December 31,2017.The U.S.Treasury Department,the
0731-84720580
sgpjbg002
工作日 9:30 - 18:00
研報
新質生產力
DeepSeek?
低空經濟
大模型
AI Agent
AI Infra
具身智能
自動駕駛
寵物
銀發經濟
人形機器人
企業出海
算力
微短劇
薪酬
白皮書
創新藥
人工智能
AI產業
信息科技
互聯網
消費經濟
汽車交通
電商零售
傳媒娛樂
醫藥健康
投資金融
能源環境
地產建筑
傳統產業
英文報告
其它
最新報告
中英對照
全文搜索
報告精選
PDF上傳翻譯
多格式文檔互轉
入駐&報告售賣
會員權益
機構報告
券商研報
財報庫
專題合集
英文報告
數據圖表
會議報告
其他資源
行業聚焦
芯片產業
熱點概念
全球咨詢智庫
人工智能
500強
新質生產力
會議峰會
新能源汽車
企業年報
互聯網
公司研究
行業綜觀
消費教育
科技通信
醫藥健康
人力資源
投資金融
汽車產業
物流地產
電子商務
傳統產業
傳媒營銷
其它
2025低空經濟/低空產業報告合集（共49套打包）
2025年智算中心/AIDC/AI數據中心研究報告合集（共37套打包）
AI、科技與通信
廣告、傳媒與營銷
消費、零售與支付
HR、文化與旅游
金融、保險與投資
能源、環境與工業
醫療制藥與大健康
物流、地產與建筑
其他行業
AI ? 科技 ? 通信
數字化
金融財經
智能制造
電商傳媒
地產建筑
醫療醫學
能源化工
其他行業
收藏
下載
2025-05-20
AI查數
行業數據
政策法規
商業模式
產業鏈
競爭格局
市場規模
產業概述
其它
2025年
AI讀財報
年報
一季報
半年報
三季報
IPO招股書
社會責任報告
A股
IPO申報
港股
美股&全球
新三板
掃碼登錄
手機快捷登錄
賬號登錄
