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TABLE OF CONTENTS
Index to Consolidated Financial Statements

As filed with the Securities and Exchange Commission November 9, 2015

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1
REGISTRATION STATEMENT
Under
The Securities Act of 1933

AMERIQUEST, INC.

(Exact name of Registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)		7374 (Primary Standard Industrial Classification Code Number)		47-3684547 (I.R.S. Employer Identification Number)

AmeriQuest, Inc.
457 Haddonfield Road
Suite 220
Cherry Hill, NJ 08002
(800) 608-0809
(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)

Douglas W. Clark
President and Chief Executive Officer
9045 Strada Stell Court
Suite 301
Naples, FL 34109
(800) 608-0809
(Name, address, including zip code, and telephone number, including area code, of agent for service)


Copies to:
Jeffrey D. Saper, Esq. Michael C. Labriola, Esq. Kenisha D. Nicholson, Esq. Wilson Sonsini Goodrich & Rosati, P.C. 1700 K Street NW, Fifth Floor Washington, DC 20006 (202) 973-8800	Mark Joyce Executive Vice President and Chief Financial Officer AmeriQuest, Inc. 2651 Warrenville Road Suite 560 Downers Grove, IL 60515 (800) 608-0809	Keith Townsend, Esq. Laura Bushnell, Esq. Carrie Ratliff, Esq. King & Spalding LLP 1180 Peachtree Street, N.E. Atlanta, GA 30309 (404) 572-4600

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

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


Large accelerated filer o		Accelerated filer o		Non-accelerated filer ý (Do not check if a smaller reporting company)		Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price(1)(2)	Amount of Registration Fee




Common Stock, par value $0.001 per share	$75,000,000	$7,553

(1): Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
(2): Includes shares the underwriters have the option to purchase to cover over-allotments, if any.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a) may determine.

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PROSPECTUS (Subject to completion)
Issued November 9, 2015

Shares

This is the initial public offering of common stock of AmeriQuest, Inc. Prior to this offering, no public market has existed for our common stock. We are offering shares. We currently estimate that the initial public offering price will be between $ and $ per share. We have applied to list our common stock on the NASDAQ Global Market under the symbol "AMQ."

Investing in our common stock involves a high degree of risk. See "Risk Factors" beginning on page 12.

	Per Share	Total

Initial public offering price	$	$
Underwriting discounts and commissions⁽¹⁾	$	$
Proceeds to us, before expenses	$	$

(1): Please see the section of this prospectus entitled "Underwriting" for additional information regarding underwriter compensation.

We have granted the underwriters the right to purchase up to an additional shares of common stock at the price to public less underwriting discounts and commissions. The underwriters can exercise this option within 30 days from the date of this prospectus.

We are an "emerging growth company" as defined under U.S. federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements after this offering.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of our common stock to purchasers on or about , 2015.


RAYMOND JAMES		STEPHENS INC.


BAIRD		WILLIAM BLAIR

The date of this prospectus is , 2015

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TABLE OF CONTENTS


Prospectus Summary			1
Risk Factors			12
Cautionary Note Regarding Forward-Looking Statements			36
Industry and Market Data			37
Use of Proceeds			38
Dividend Policy			39
Capitalization			40
Dilution			42
Selected Consolidated Financial Data			44
Management's Discussion and Analysis of Financial Condition and Results of Operations			48
Business			84
Management			103
Executive Compensation			110
Certain Relationships and Related Transactions			119
Principal Stockholders			122
Description of Capital Stock			124
Shares Eligible For Future Sale			128
Material U.S. Federal Income Tax Consequences For Non-U.S. Holders			130
Underwriting			134
Legal Matters			140
Experts			140
Where You Can Find Additional Information			140
Index to Consolidated Financial Statements			F-1

Neither we nor the underwriters have authorized anyone to provide you with information that is different from that contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We and the underwriters are offering to sell shares of common stock and seeking offers to buy shares of common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date on the front of this prospectus, regardless of the time of delivery of this prospectus or any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

Until , 2015 (25 days after the date of this prospectus), all dealers that buy, sell or trade shares of our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

For investors outside the United States: neither we nor any of the underwriters have done anything that would permit this offering, or possession or distribution of this prospectus, in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of common stock and the distribution of this prospectus outside of the United States.

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PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our common stock, you should carefully read this entire prospectus, including our consolidated financial statements and the related notes thereto and the information set forth under the sections "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," in each case included in this prospectus. Some of the statements in this prospectus constitute forward-looking statements. See "Cautionary Note Regarding Forward-Looking Statements."

Unless the context requires otherwise, the words "we," "us," "our," "our company" and "our business" refer to AmeriQuest, Inc., a Delaware corporation, and prior to the reorganization described elsewhere in this prospectus summary, AmeriQuest Business Services, Inc., a New Jersey corporation, and in each case, their consolidated subsidiaries.

Overview

We are a growing provider of technology-enabled business-to-business solutions that address the financial process, procurement and asset management needs of businesses. Our solutions are designed to eliminate the inefficiency, expense and lost opportunities caused by traditional paper-based processes, allowing our customers to be competitive. We leverage our deep industry expertise, proprietary technology and customer and supplier relationships to help enterprises and organizations of varying sizes manage complex and dynamic operational and administrative processes that are frequently managed manually and require substantial internal resources. While we originated as a provider of procurement and fleet management solutions for the transportation industry, we have used our technology and the expertise we developed to offer robust financial process automation solutions and more advanced procurement solutions to companies in multiple industries in recent years.

Our financial process automation solutions consist primarily of our cloud-based technology offerings that automate accounts receivable and accounts payable processes for our customers, including e-invoicing, credit and collections management, working capital management and reporting analytics. These solutions are delivered through two products: our accounts receivable automation platform; and our accounts payable automation platform. Our procurement solutions leverage our financial process automation technology to conduct group purchasing, predominantly for goods supporting the transportation industry, enabling companies to optimize their procurement processes from sourcing through payment. Our asset management solutions provide data-driven strategic planning, asset acquisition and disposition, and asset financing and usage alternatives to help businesses, predominantly in the transportation industry, to lower the total cost of capital asset ownership. Our cloud-based solutions are highly scalable and offered in an à la carte format, so that our customers can selectively purchase those solutions that they need. These complementary business solutions enable us to capitalize on our customer and supplier network, cross-selling opportunities and operational scale.

PayStream Advisors, a third-party research and consulting firm, estimates that business-to-business trade in the United States was conducted through 16.5 billion invoices distributed among approximately 10 million businesses during 2013. Entities of various sizes incur substantial costs to process and facilitate these business-to-business transactions. Traditionally, these transactions have been paper-based, labor-intensive and error-prone. Moreover, many businesses lack scale, real-time data and specialized personnel for these transactions, all of which can cause operational inefficiencies and excess cost.

We have provided technology-enabled solutions to the transportation sector for nearly twenty years. However, we expanded our focus in recent years, and our financial process automation solutions and our procurement solutions now offer a comprehensive suite of technology-enabled services to

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purchasers and suppliers in other sectors, including the manufacturing, retail, energy, higher education and media industries. During the year ended December 31, 2014, we serviced over 2,250 customers varying by size and industry, including Daimler Trucks North America, LLC, or Daimler, the University of Florida, Dot Transportation, Inc. and Cardinal Logistics Management Corporation. We processed $12.2 billion in transaction volume and over 9.2 million transactions through our financial process automation and procurement solutions for our customers and their transaction partners during the year ended December 31, 2014.

We have experienced substantial growth as we have expanded into new sectors. Our total revenue was $57.6 million, $67.4 million and $84.8 million during the years ended December 31, 2012, 2013 and 2014, respectively, a compound annual growth rate, or CAGR, of 21.4% over those periods. Our net income was $0.6 million, $4.6 million and $6.8 million during the years ended December 31, 2012, 2013 and 2014, respectively. Our adjusted EBITDA⁽¹⁾ was $12.6 million, $21.6 million and $25.9 million during the years ended December 31, 2012, 2013 and 2014, respectively, representing a CAGR of 43.3% over those periods. Our total revenue was $63.9 million and $65.2 million, our net income was $4.6 million and $4.2 million and our adjusted EBITDA was $18.3 million and $21.0 million during the nine months ended September 30, 2014 and 2015, respectively.

Industry background and trends

We believe a significant market opportunity exists for technology-enabled business-to-business solutions that assist enterprises with their financial process, procurement and asset management needs. These traditional processes are often poorly managed or controlled within a business, resulting in several common challenges:

Traditional, manual business-to-business processes are often expensive and error-prone. Ardent Partners recently estimated that "best-in-class" corporations experience invoice exceptions at less than half the rate experienced by other businesses. These best-in-class businesses are characterized by a high level of standardized accounts payable processes, automated approval routing and straight-through invoice processing. Ardent Partners estimates that these best-in-class businesses process accounts payable invoices at over 86% lower cost and over 78% faster than other businesses.

Achieving the benefits of scale is difficult even for large organizations. Many suppliers provide improved pricing with greater purchasing volume. Businesses that lack sufficient purchasing volume for certain goods and services may receive inferior pricing as compared to competitors, notwithstanding that procurement spending may be a relatively large and material element of their business.

Traditional finance and procurement overhead is often fixed. Finance and procurement personnel costs are typically fixed and not easily scaled to respond to fast-changing business conditions. Businesses need more staff during periods of growth and fewer staff during slowdowns. In addition, manual staffing is inherently difficult to size, even at its most effective, in smaller organizations. Businesses are also reluctant to invest in qualified and experienced administrative and operations personnel due to unpredictable market conditions.

Multi-party business transactions are complex. The average U.S. business annually transacts with hundreds of counterparties, including customers, partners, and suppliers, creating complex multi-

⁽¹⁾: Adjusted EBITDA is a financial measure that is not calculated in accordance with U.S. generally accepted accounting principles, or GAAP. A reconciliation of this non-GAAP measure to the most directly comparable GAAP measure along with a summary of the definition and its material limitations are included at "Selected Consolidated Financial Data—Other key financial metrics—Adjusted EBITDA."

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party transactions. These participants frequently operate without a common system to communicate in an automated and paperless environment, often relying on several different types of electronic data interchange, or EDI, systems and data formats, which also increases the complexity of transactions.

Increased need for real-time visibility and effective internal controls. Businesses are operating in an increasingly fast-paced, complex and global environment. Enabling fast and accurate decision-making with real-time and reliable information is critical to the long-term success of most organizations. Beyond the business incentive, many businesses are also subject to increasing demands on their internal controls structure imposed by increased regulations.

Managing working capital efficiently can be challenging. Many companies have the opportunity to enhance stockholder value by managing working capital more efficiently but are encumbered by a number of internal challenges. Aberdeen Group estimates that comprehensive accounts payable automation solutions increase a business's early payment discount savings by up to 340 basis points as compared to businesses without a centralized, automated accounts payable system. At the same time, many suppliers lack the resources to efficiently manage the large number of customers that they service.

Legacy business-to-business systems lack modern architecture and desired user experience. Users expect immediate and secure access to their enterprises' critical business information, but many business-to-business applications do not offer an optimized user experience, availability on personal mobile devices and ease-of-deployment.

Our solutions

Our solutions are designed to leverage our industry experience and investments in technology to address common challenges for businesses of various sizes and across a variety of industries.

Financial process automation solutions

Our cloud-based financial process automation solutions address key participants in the business-to-business community, including manufacturers, suppliers, dealers, distributors, trading partners and end customers. We enable companies to streamline, automate and manage transaction processes including e-invoicing, accounts payable, accounts receivable, collections, order management, credit risk management, reporting and payments. Our financial process automation solutions provide the following key benefits:

Automation of manual, labor-intensive processes. By transforming manual, paper-based purchase order and invoice processes to automated and electronic processes, our solutions help companies eliminate unnecessary overhead and error risk related to these tasks.

Seamless integration. Our cloud-based financial process automation and procurement solutions utilize our proprietary transaction engine technology to enable fast connections among trading partners by turning every trading transaction into standardized data that is transmitted real-time into the relevant system.

Increased visibility and reporting capabilities. Customers benefit from end-to-end visibility into transaction processes, which enables them to maintain visibility of and collaboration among buyers and sellers and to automate entire accounts receivable and accounts payable departments without compromising business requirements.

Access to channel finance and credit and collections management. Our accounts receivable financial process automation solutions provide channel finance to a closed community of purchasers that

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vary by size and industry, allowing suppliers to reduce and often minimize their credit exposure to significant segments of their customer base.

Cloud-based delivery with enhanced user experience. Our financial process automation solutions utilize a cloud-based Business-Process-as-a-Service, or BPaaS, delivery model and provide a modern and intuitive user interface.

Deep domain and best practices expertise. Our financial process automation solutions are supported by our long history in financial process management.

Procurement solutions

Our procurement solutions enable organizations to realize the benefits of volume-based, electronic procurement by identifying and establishing contracts with suppliers, aggregating the collective purchasing power of all participating customers and promoting process efficiencies of electronic transactions. Our procurement solutions provide the following key benefits:

High-volume purchasing power. We aggregate the purchasing power of our customers to provide pricing comparable to that available to high-volume purchasers, allowing our customers to more effectively compete.

Enhanced access to supplier network and purchasers. Our purchasers gain access to more than 5,000 dealers and distributors for over 135 suppliers currently using our solution. At the same time, we assume credit responsibility for customers purchasing through our system and guarantee timely payment to suppliers, allowing suppliers to reach more customers.

Strategic procurement expertise. Our supply management team has deep expertise in strategic sourcing, contract and price negotiation, supplier selection and supplier relationship management.

Seamless integration. Our cloud-based procurement solutions are delivered entirely using our proprietary transaction engine, the same interface platform that supports our cloud-based financial process automation solutions, which enables fast and standardized communication among participants.

Enhanced user experience. Our customers and suppliers input and process their transactions through our financial process automation platform, allowing purchasers the benefit of a comprehensive buyer's guide, workflow improvement tools and automated spending analysis in addition to our procurement pricing benefits. Purchaser and supplier user experiences are designed to be intuitive and accessible to novice users with minimal training.

Asset management solutions

Our asset management solutions provide data-driven strategic planning, asset acquisition and disposition strategies, and asset financing and asset utilization alternatives, all of which are designed to lower the total cost of capital asset ownership. Although these solutions are presently focused on the transportation industry, we believe they have application across a variety of industries with similar needs. Our solutions provide the following key benefits:

Data-driven asset management strategy. Utilizing our proprietary technology platform and deep transportation industry expertise, we can provide businesses with analyses of their current asset usage and suggest alternative strategies, allowing our customers to gain operational leverage by lowering the total cost of ownership of capital equipment.

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Lower asset acquisition costs and optimum resale gains. When capital equipment is identified and specified properly by an acquirer, and is part of an overall asset lifecycle strategy, companies benefit from lower asset acquisition costs, and can also dispose of their assets at the optimal time to ensure maximum residual value.

Deep domain expertise in asset management and regulatory compliance. Our established relationships with some of the country's largest lenders allow us to provide advice and access strategic financing for our customers for the full lifecycle of capital assets. Our asset management experts also have deep knowledge of asset regulations and mandates.

Our strengths

We believe that we are well positioned to benefit from the transformations occurring in the business-to-business transaction market, including the growing trend toward enterprise-wide automation. Our key competitive strengths include:

End-to-end solution suite. Our flexible, menu-driven approach allows companies to select individual services from our solutions in order to maximize value and impact. Our financial process automation solutions address the full procure-to-pay cycle and the full order-to-cash sales cycle. Our procurement and asset management solutions assist in managing the procurement and full capital asset purchase and use cycle needs of our customers.

Highly scalable, proprietary technology. Our proprietary financial process automation and procurement solutions are delivered via a cloud-based BPaaS model. Our infrastructure has the flexibility to support significant growth in transaction volume from new and existing customers. As an example, since December 31, 2012, our financial process automation and procurement solutions transaction volume has increased from $1.9 billion to $12.2 billion, or 539%, and the number of transactions has increased from 2.5 million to 9.2 million, or 271%, without the need for substantial capital expenditures or significant changes to our technology infrastructure to support the increased demands on our solutions.

Powerful network effect. Our proprietary CorConnect solution is a closed-loop private commerce network that connects an entire purchasing cycle ecosystem—suppliers, dealers, distributors, vendors and purchasers. As our networks of purchasers and suppliers grow, they become more powerful and mutually reinforcing, increasing the value and desirability of participation in our solutions.

Strong customer retention. We focus extensively on assisting our customers to maximize their benefit from our solutions, and we frequently engage with our customers to continue to improve our offerings to meet their needs. As an illustration, 96% of our top 100 financial process automation and procurement solutions customers in 2012 made purchases from us in the nine month period ended September 30, 2015. We determined our top 100 financial process automation and procurement solutions customers based on our customers' overall gross transaction volume in dollars in 2012.

Deep domain expertise. We have deep domain experience and are an established leader in the transportation industry. In 2014, approximately a third of North America's 100 largest private trucking fleets utilized us for one or more of our financial process automation, procurement or asset management solutions.

Highly visible business model. Our transaction-based model with volume minimums for our financial process automation solutions and consistency of customer transaction levels year-over-year for our procurement solutions provide strong visibility of future revenue, enhancing our ability to effectively manage our business.

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Our growth strategy

Our key strategic initiatives include:

Selectively expand into new markets. We intend to continue to selectively expand into new markets in which we can leverage our domain expertise, particularly in industries lagging in the adoption of paperless solutions for processes such as procurement and billing.

Further penetrate our existing markets. We will continue to invest in sales and marketing to increase our profile within the transportation industry, while also increasing our emphasis on customer acquisition opportunities in adjacent industries, such as manufacturing and industrials.

Capitalize on cross-selling opportunities. As of December 31, 2014, only 9% of our customers purchased more than one of our solutions during the fiscal year then ended, which we believe provides a substantial sales opportunity within our existing base of more than 2,250 customers. As we expand our product capabilities to include additional features, we expect our customers will perceive and derive even greater value from our platform and expand their use in the future.

Leverage our technology offerings. We intend to enhance our collaboration with our customers and continue to build functionality to address their needs and requirements. The investment in our software solutions, expansion of our procurement capabilities and development of new applications, features and functionality should allow us to expand our addressable market across other verticals.

Selectively pursue acquisitions. We may pursue acquisitions of businesses, technologies and solutions that are complementary to our existing offerings. We may also pursue acquisitions that allow us to expand into new industries or geographies where we do not currently have a significant presence.

Risks affecting us

Investing in our common stock involves risk. You should carefully consider all the information in this prospectus prior to investing in our common stock. These risks are discussed more fully in the section entitled "Risk Factors" immediately following this prospectus summary. These risks and uncertainties include, but are not limited to, the following:

•: our failure to adequately assess and monitor the credit risks of our customers;
•: our dependence on a small number of customer relationships, such as with Daimler;
•: a loss of or decrease in sales from key customers or supplier relationships;
•: long and unpredictable sales cycles that require significant employee time and financial resources;
•: our inability to effectively expand the reach of our existing products to new customers and new markets and sustain recent growth rates;
•: our inability to compete effectively; and
•: declines in general economic conditions, and in particular, demand for products and services offered through our procurement solutions.

Corporate information and reorganization

We were originally organized in 1996 as a New Jersey corporation. In September 2015, we effected a corporate reorganization. Pursuant to this reorganization, AmeriQuest, Inc., a Delaware corporation formed in April 2015, acquired all of the outstanding shares of capital stock of AmeriQuest Business

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Services, Inc., or ABI, in a share exchange. Following such reorganization, ABI became a wholly owned subsidiary of AmeriQuest, Inc., the issuer in this offering.

Our principal executive offices are located at 457 Haddonfield Road, Suite 220, Cherry Hill, NJ 08002, and our telephone number is (800) 608-0809. You can access our website at www.ameriquestcorp.com. Information contained on our website is not part of this prospectus and is not incorporated in this prospectus by reference.

We have registered the AMERIQUEST, AMERIQUEST TRANSPORTATION SERVICES, COR360 and ONECONNECT trademarks in the U.S. in certain classes of goods and services applicable to our business. We have several other trademarks, service marks and pending applications relating to our solutions, including for CORCONNECT and CORCENTRIC. Solely for convenience, trademarks, service marks and trade names referred to in this prospectus may appear without the ®, ^TM or ^SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, service marks and trade names. This prospectus may also contain trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners.

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THE OFFERING


Common stock offered by us		shares
Common stock to be outstanding after this offering		shares (or shares if the underwriters' option to purchase additional shares from us is exercised in full).
Underwriters' option		We have granted the underwriters a 30-day option to purchase up to an additional shares.
Use of proceeds		We estimate that the net proceeds of the sale of our common stock in this offering will be approximately $ million, based on an assumed initial public offering price of $ per share, which is the midpoint of the price range listed on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.
		The principal purposes of this offering are to create a public market for our common stock and to facilitate our future access to the public capital markets, as well as to obtain additional capital. We may use a portion of the proceeds from this offering for future acquisitions of complementary businesses, technologies or other assets, although we do not currently have any plans for any acquisitions. In addition, if we do not apply some or all of the proceeds towards acquisitions, we may use some of the remaining net proceeds from this offering to reduce the outstanding indebtedness under the long-term promissory notes issued in connection with purchase of equipment for certain of our asset management leasing operations, and we may use the remainder of the net proceeds from this offering for working capital and general corporate purposes, which may include investing in our sales and marketing and product enhancement efforts. See "Use of Proceeds."
Directed share program		At our request, the underwriters have reserved % of the shares of common stock offered by this prospectus for sale, at the initial public offering price, to our directors, officers, employees and business associates, including certain of our customers, suppliers and other persons with which we have an existing business relationship. If these persons purchase shares, this will reduce the number of shares available for sale to the public.
Risk factors		See "Risk Factors" and other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in shares of our common stock.
Proposed NASDAQ Global Market symbol		"AMQ"

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The number of shares of our common stock that will be outstanding after this offering is based on 3,222,492 shares of our common stock outstanding as of September 30, 2015. This number excludes:

•: 1,001,250 shares of common stock issuable upon exercise of options outstanding at a weighted-average exercise price of $8.82 per share under our Equity and Incentive Plan as of September 30, 2015;
•: an additional 100,907 shares of our common stock reserved for future issuance under our Equity Incentive Plan as of September 30, 2015;
•: an additional 365,505 shares of our common stock reserved for future issuance under our 2011 Director Stock Purchase Plan and 2011 Employee Stock Purchase Plan as of September 30, 2015;
•: an additional 733,333 shares of our common stock to be reserved for future issuance under our 2015 Equity Incentive Plan following this offering; and
•: an additional 66,667 shares of our common stock to be reserved for future issuance under our 2015 Employee Stock Purchase Plan following this offering.

Except as otherwise indicated herein, all information in this prospectus, including the number of shares that will be outstanding after this offering, assumes or gives effect to:

•: a for stock split or stock dividend that will occur prior to the consummation of this offering;
•: no exercise of options outstanding as of September 30, 2015; and
•: no exercise of the underwriters' option to purchase additional shares in this offering.

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SUMMARY CONSOLIDATED FINANCIAL DATA

In the following tables, we provide our summary consolidated financial data. We have derived the summary consolidated statements of income for the years ended December 31, 2012, 2013 and 2014 from our audited consolidated financial statements appearing elsewhere in this prospectus. We have derived the summary consolidated statement of income for the nine months ended September 30, 2014 and 2015 and balance sheet data as of September 30, 2015 from our unaudited consolidated interim financial statements appearing elsewhere in this prospectus. The unaudited consolidated financial data for the nine months ended September 30, 2014 and 2015 and as of September 30, 2015 includes all adjustments, consisting only of normal recurring accruals that are necessary in the opinion of our management for a fair presentation of our financial position and results of operations for these periods. Our historical results are not necessarily indicative of the results to be expected in the future.

When you read this summary consolidated financial data, it is important that you read it together with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and in conjunction with the consolidated financial statements, related notes, and other financial information included elsewhere in this prospectus.

Consolidated statements of income

	Year Ended December 31,									Nine Months Ended September 30,

	2012			2013			2014			2014			2015
	(In thousands, except share and per share amounts)
Revenue:
Financial process automation solutions	$	8,440		$	18,914		$	24,073		$	17,876		$	21,073
Procurement solutions		10,021			10,391			12,071			9,254			8,852
Asset management solutions		39,093			38,079			48,652			36,729			35,230

Total revenue		57,554			67,384			84,796			63,859			65,155
Direct costs of revenue (excluding depreciation and amortization shown separately below):
Financial process automation solutions		3,918			7,518			8,291			6,247			7,105
Procurement solutions		928			1,124			1,200			788			874
Asset management solutions		22,384			18,199			26,783			21,599			19,239

Total direct costs of revenue		27,230			26,841			36,274			28,634			27,218
Operating expenses:
Sales and marketing		11,497			12,491			15,100			11,149			12,106
General and administrative		6,345			6,784			7,902			6,063			5,638
Depreciation and amortization		10,341			10,191			10,622			7,750			9,434
Other income		—			—			—			—			(463	)

Total operating expenses		28,183			29,466			33,624			24,962			26,715

Operating income		2,141			11,077			14,898			10,263			11,222
Interest expense		(1,280	)		(3,239	)		(3,296	)		(2,499	)		(2,435	)
Interest income		68			80			110			86			106
Foreign exchange gain (loss), net		43			(382	)		(639	)		(384	)		(1,035	)

Income before income taxes		972			7,536			11,073			7,466			7,858
Provision for income taxes		344			2,893			4,245			2,853			3,622

Net income	$	628		$	4,643		$	6,828		$	4,613		$	4,236



Net income per common share:
Basic	$	0.20		$	1.50		$	2.17		$	1.47		$	1.34
Diluted	$	0.19		$	1.43		$	2.08		$	1.41		$	1.28
Weighted average common shares outstanding:
Basic		3,127,832			3,101,515			3,144,540			3,142,239			3,158,981
Diluted		3,254,173			3,238,735			3,283,317			3,279,964			3,300,776

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Consolidated balance sheet data

The following table presents summary consolidated balance sheet data as of September 30, 2015:

•: on an actual basis without any adjustments to reflect subsequent or anticipated events;
•: on a pro forma basis reflecting (i) the vesting of shares of restricted common stock upon the consummation of this offering, (ii) the recognition of compensation expenses for 900,000 options for which performance conditions will be satisfied upon the effectiveness of this offering (see note 13 to our consolidated financial statements contained elsewhere in this prospectus) and (iii) the reclassification of our redeemable common stock to stockholders' equity in connection with the termination of our shareholders' agreement effective upon the completion of this offering; and
•: on a pro forma as adjusted basis reflecting the receipt by us of the net proceeds from the sale of shares of common stock in this offering at an assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us and excluding the exercise of any option held by the underwriters with respect to this offering, and the application of proceeds from the offering as described in "Use of Proceeds" as if each had occurred on September 30, 2015.

The unaudited pro forma and pro forma as adjusted consolidated financial data is presented for informational purposes only and does not purport to represent what our consolidated results of operations or financial position actually would have been had the transactions reflected occurred on the date indicated or to project our financial condition as of any future date or results of operations for any future period.

	As of September 30, 2015

	Actual		Pro Forma		Pro Forma As Adjusted
	(In thousands)
Cash and cash equivalents	$	32,767	$		$
Total current assets		192,753
Total assets		255,432
Total current liabilities		126,913
Total non-current liabilities		93,499
Total redeemable common stock		8,344		—		—
Stockholders' equity		26,676

Other key financial metrics

	Year Ended December 31,						Nine Months Ended September 30,

	2012		2013		2014		2014		2015
	(In thousands)
Adjusted revenue	$	42,330	$	53,281	$	62,359	$	45,459	$	49,548
Adjusted EBITDA		12,612		21,579		25,880	$	18,279	$	20,968

Adjusted revenue and adjusted EBITDA are each financial measures not calculated in accordance with accounting principles generally accepted in the United States, or GAAP. A reconciliation of these non-GAAP measures to the most directly comparable GAAP-based measures along with a summary of the definition and material limitations of each measure are included in the section titled "Selected Consolidated Financial Data—Other key financial metrics."

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RISK FACTORS

This offering involves a high degree of risk. In addition to the other information contained in this prospectus, prospective investors should carefully consider the following risks before investing in our common stock. If any of the following risks actually occur, our business, operating results and financial condition could be materially adversely affected. As a result, the trading price of our common stock could decline, and you may lose all or part of your investment in our common stock. The risks discussed below also include forward-looking statements, and our actual results may differ substantially from those discussed in these forward-looking statements. See "Special Note Regarding Forward-looking Statements" in this prospectus.

Risks Related to Our Business

If we fail to adequately assess and monitor the credit risks of our customers, our business and operating results could be harmed.

In connection with our financial process automation and procurement solutions, we often take on credit and collections risk associated with the transaction. As such, if our customers do not tender payment for their orders, we are still obligated to pay the supplier. As of September 30, 2015, the largest outstanding account receivable from a customer was $19.2 million, which represents 12.9% of our total accounts receivable. Conversely, if a supplier fails to deliver on a purchase order, we are often obligated to refund the customer for the entire amount of the transaction. While we use analytics to manage our credit risk, we cannot eliminate the credit risk from our customers, many of which are small to medium-sized businesses. The methods that we employ to screen potential customers and establish appropriate credit limits cannot eliminate all potential credit risks and may not always prevent us from approving customer applications that are fraudulently completed. In addition, changes in our industry may result in periodic changes in credit policies, such as expected increases in customer credit limits, which may further increase our exposure to additional credit losses. We may also fail to detect changes to the credit risk of customers, including our financial process automation solutions customers, over time. If we fail to adequately manage our credit risks, our business and operating results may be materially adversely affected.

A limited number of relationships are responsible for a significant portion of our revenue and cash flow. A decrease in sales to these customers could materially harm our business and operating results.

To date, a substantial portion of our business has been dependent on a limited group of relationships. For example, our largest relationship, Daimler Trucks North America LLC, or Daimler, uses our CorConnect product to manage billing and support services for its over 700 parts dealers. Transactions between Daimler's parts dealer network and their customers were 47.7% and 49.6% of our financial process automation solutions revenue and 13.5% and 16.1% of our total revenue during the year ended December 31, 2014 and the nine months ended September 30, 2015, respectively. As a result, there may be significant variability in our results if our relationship with this group of suppliers were to change or be lost completely. Additionally, most of our customers may generally terminate their respective agreements with us in each case for cause upon written notice of certain uncured material breaches of contract by us, upon the bankruptcy or insolvency of the other party or under certain other circumstances.

We expect that a limited number of customers and relationships will continue to account for a substantial portion of our revenue in future periods. A decrease in sales to these customers or a loss of one or more could harm our results of operations and financial condition.

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Our recent growth rates may not be sustainable or indicative of our future growth.

We have substantially expanded our overall business, customer base, employee headcount and operations in recent periods. We increased our total number of full-time employees from 130 employees as of December 31, 2011 to 227 employees as of September 30, 2015. Our expansion has placed, and our expected future growth will continue to place, a significant strain on our managerial, customer operations, research and development, sales and marketing, administrative, financial and other resources. We anticipate further growth in headcount will be required to address increases in our solution offerings and continued expansion. Our success will depend in part upon the ability of our management team to manage this growth effectively. To do so, we must continue to recruit, hire, train, manage and integrate a significant number of qualified managers and employees in specialized roles within our company, including in technology, sales and marketing. If our new employees perform poorly, or if we are unsuccessful in recruiting, hiring, training, managing and integrating these new employees, or retaining these or our existing employees, our business and results of operations may suffer.

In addition, to manage the expected growth of our headcount and operations, we will need to continue to improve our operational, financial, management and information technology infrastructure. Our anticipated additional headcount and capital investments will increase our costs, which will make it more difficult for us to address any future revenue shortfalls by reducing expenses in the short term. If we are unable to manage our growth successfully, our business and results of operations will be harmed. Moreover, our historical growth rates may not be indicative of future growth.

If we fail to execute our growth strategy, which largely depends on our ability to grow our financial process automation solutions, our business could suffer.

One of the key means of achieving our growth strategy will be through growth in our financial process automation solutions. During the year ended December 31, 2014, revenue generated from our financial process automation solutions was 28.4% of our revenue, up from 14.7% and 28.1% during the years ended December 31, 2012 and 2013, respectively. This increase in relative revenue was the result of 68.9% CAGR in revenue growth for these solutions alone over those years. Additionally, during the nine months ended September 30, 2015, our financial process automation solutions revenue increased $3.2 million to $21.1 million or 17.9% as compared to the nine months ended September 30, 2014. Although we expect this area to account for a significant amount of our revenue growth for the foreseeable future, we may be unable to grow this aspect of our business as rapidly as we expect or maintain the current rate of growth in this area that we have recently experienced. For example, the recent growth in our financial process automation solutions revenue was largely driven by transactions between Daimler's parts dealers and their customers. Revenues attributable to Daimler's parts dealers represented 47.7% and 49.6% of our financial process automation solutions revenue during the year ended December 31, 2014 and the nine months ended September 30, 2015, respectively, but was not a material relationship prior to 2013. We believe our growth strategy for our financial process automation solutions will depend on our ability to acquire additional customer networks.

We buy and sell commercial trucks and trailers, and there is no guarantee that our activities will be profitable.

While we typically act as a broker for sellers of capital equipment, in certain circumstances, we may purchase the asset outright from a customer, make necessary repairs or improvements and subsequently sell the asset. As such, we are exposed to price movements in the market for trucks and trailers. Moreover, we may have to spend money to repair or improve the asset, and there is no guarantee that we can recover such investments upon resale or earn a profit on our activities. While we have not generally carried more than $2.5 million of assets held for sale at a given time during prior years (with an average monthly carrying value of $0.8 million during the last three fiscal years) nor held assets in inventory for longer than 120 days, if there is a downturn in the market for capital equipment,

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particularly commercial trucks and trailers, or if we make an unusually large purchase of assets which we are unable to sell quickly, we may be forced to hold our assets longer than anticipated or sell such assets at a loss.

Our sales cycles, particularly for our financial process automation solutions, can be lengthy and unpredictable and require significant employee time and financial resources.

Sales cycles for our solutions, particularly our financial process automation solutions, tend to be long and unpredictable. Even after we have convinced prospective customers of the need for, and value of, our products and solutions, our customers frequently have extensive budgeting, procurement and approval processes that can slow down the sales process by months or even years. Customers may choose, and many historically have chosen, to follow industry trends rather than be early adopters of new products or solutions, which can extend the lead time for or prevent acceptance of more recently introduced products or solutions such as ours. The implementation and deployment of our solutions can also be unpredictable due to contract negotiations and challenges with implementation. Furthermore, the implementation and deployment of new products and solutions may require troubleshooting, which requires additional time and resources from us and our customers. These delays may lengthen our sales cycles.

Our average sales cycle for financial process automation contracts sold in 2014 was approximately seven months. Our average sales cycle for our asset management solutions often varies because it frequently depends upon our customers' asset needs. By contrast, the average sales cycle for our procurement solutions was approximately two to three months. The extended sales process of our financial process automation solutions, in particular, requires our senior management and our sales and marketing and customer services personnel to dedicate significant time to sales, and to use significant financial resources without any assurance of success or recovery of our related expenses.

Our lengthy and often unpredictable sales cycle also makes it difficult to forecast the timing and volume of new financial process automation customer implementations and future financial process automation agreements, which, in turn, may make forecasting our future financial process automation results of operations challenging. In the event that we publicly disclose any forecasts of our future results of operations or other forward-looking metrics, and those forecasts ultimately prove to be inaccurate, the value of our common stock could significantly decline.

We are exposed to the credit risk of our asset financing customers, which could adversely affect our business and operating results.

We provide lease financing for independent contractors that fulfill carriage contracts on behalf of a sponsor organization. While the sponsor organizations remit weekly lease payments directly to us, we are subject to payment risk in our leasing activities resulting from defaults in payment or performance by the sponsor organization and the independent contractors and credit risk from the independent contractors. Moreover, we provide short-term lending arrangements that allow a customer to purchase a capital asset while awaiting final funding from a third-party lender. We are subject to payment and credit risk in our lending activities resulting from defaults in payment by the borrower, as well as the risk that the third-party lender fails to deliver final funding.

A decline in general economic conditions, and in particular, a decline in demand for products and services offered through our procurement solutions, would adversely affect our business and operating results.

Our operating results are materially affected by conditions in the economy generally and in the industries that we serve. We generate revenue based primarily on the volume of transactions we process. Our transaction volume is correlated with the amount of business activity in the United States. Downturns in the economy are generally characterized by reduced commercial activity and,

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consequently, reduced purchasing of products and services by businesses. Further, economic conditions also may impact the ability of our customers or partners to pay for services they have purchased. As a result, if economic conditions deteriorate, our reserve for credit losses and write-offs of accounts receivable could increase.

We have identified a material weakness in our internal control over financial reporting. Although we expect to make every effort to address this material weakness, we may find that we are unable to improve our internal control over financial reporting, which could make it difficult to maintain an effective system of internal control over financial reporting, reduce the reliability of our financial reporting, harm investor confidence in our company and affect the value of our common stock.

We will be required, pursuant to Section 404 of the Sarbanes-Oxley Act to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting in the second annual report we file with the SEC. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting, as well as a statement that our independent registered public accounting firm has issued an opinion on our internal control over financial reporting. However, our auditors will not be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 until we are no longer an "emerging growth company" as defined in the JOBS Act if we take advantage of the exemptions available to us through the JOBS Act. At such time as our auditors are required to formally attest to our internal control over financial reporting, they may issue a report that is adverse in the event they are not satisfied with the level at which our controls are documented, designed or operating.

We are in the very early stages of the costly and challenging process of compiling the system and processing documentation necessary to perform the evaluation needed to comply with Section 404.

In connection with the preparation of our consolidated financial statements for the years ended December 31, 2013 and 2014, we and our independent registered public accounting firm identified a material weakness in the design and operation of our internal control over financial reporting. The material weakness relates to the classification of leased assets on our consolidated balance sheet, consolidated income statement and consolidated statement of cash flows. As a result, we restated our 2012 and 2013 financial statements to correct the misclassification in conjunction with the 2013 and 2014 audits. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company's annual or interim financial statements will not be prevented or detected on a timely basis.

We are currently in the process of remediating the material weakness and are taking numerous steps that we believe will address the underlying causes of the material weakness, primarily through the hiring of additional financial reporting personnel with technical accounting and financial reporting experience and the enhancing of our internal review procedures during the financial statement close process. If we fail to effectively remediate deficiencies in our control environment or are unable to implement and maintain effective internal control over financial reporting and disclosure controls to meet the demands that will be placed upon us as a public company, including the requirements of Section 404 of the Sarbanes-Oxley Act, we may be unable to accurately report our financial results, or report them within the timeframes required by the SEC.

Even if we are able to report our financial statements accurately and in a timely manner, if we do not make all necessary improvements to address the material weakness, continued disclosure of a material weakness will be required in future filings with the SEC, which could cause our reputation to be harmed and our stock price to decline.

We may not be able to remediate this or any future material weaknesses, or to complete our evaluation, testing and any required remediation in a timely fashion. During the evaluation and testing

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process, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to assert that our internal controls are effective. If we are unable to assert that our internal control over financial reporting is effective, or if our auditors are unable to express an opinion on the effectiveness of our internal controls when they are required to issue such opinion, investors could lose confidence in the accuracy and completeness of our financial reports, which could harm our stock price.

We operate in a competitive business environment, and if we are unable to compete effectively, our business and operating results would be adversely affected.

The market for our products and services is highly competitive, and competition could intensify in the future. Our competitors vary in size and in the scope and breadth of the products and services they offer. We may experience competitive disadvantages from time to time as potential customers prioritize or value competitive factors differently. As a result, a specific offering of our products and service features, networks and pricing may serve as a competitive advantage with respect to one customer and a disadvantage for another based on the customer's individual preferences.

Some of our competitors have longer operating histories, greater brand name recognition, larger customer bases, more extensive customer relationships and greater financial and technical resources. In addition, our larger competitors also have greater resources to promote and sell their products and services and to pursue acquisitions. As a result, they may be able to adapt more quickly to new or emerging technologies and changing opportunities, standards or customer requirements.

Future mergers or consolidations among competitors, or acquisitions of our competitors by large companies may present competitive challenges to our business. The resulting combined entities could be at a competitive advantage if their products and service features are effectively integrated and bundled into more diverse and attractive sales packages. Overall, increased competition in our markets could result in intensified pricing pressure, reduced profit margins, increased sales and marketing expenses and a failure to increase, or a loss of, market share. We may not be able to maintain or improve our competitive position against our current or future competitors, which could adversely affect our business and operating results.

If our efforts to attract new customers are not successful, our revenue growth will be adversely affected, and the new customers we do attract may not generate revenue comparable to our current or historical customers.

There is no guarantee that we can sustain the customer acquisition rates that we have experienced in recent periods. Our ability to attract new customers will depend in large part on the success of our sales and marketing efforts, which may not be successful. Our prospective customers may not be familiar with our solutions, or may have traditionally used other products and services. Our prospective customers may develop their own solutions or purchase competitive product offerings. Additionally, we seek to attract larger customer networks that may have entrenched solutions already. All of these efforts require substantial time and expense. It may be difficult to identify, engage and market to customers, and many of our customers typically require input from one or more internal levels of approval. This requires us to spend substantial time and effort assisting potential customers in evaluating our solution including providing demonstrations. If our prospective customers do not perceive our solution to be of sufficiently high value and quality, we may not be able to attract new customers and our business, operating results and financial condition would be adversely affected. Additionally, even if we are successful in attracting new customers, such new customers may not generate comparable revenue relative to our current or historical customers, which could materially adversely affect our operating results and our growth.

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We may undertake future acquisitions, which may divert our management's attention and result in unexpected operating difficulties, increased costs and dilution to our stockholders. We also may never realize the anticipated benefits of the acquisitions.

We have acquired several businesses in past years, and we may continue to acquire businesses, technologies, services and products in the future. The acquisition and integration of each business involves a number of risks and may result in unforeseen operating difficulties and expenditures in assimilating or integrating the businesses, technologies, products, personnel or operations of the acquired business. Furthermore, among other risks, future acquisitions may:

•: increase the difficulty of satisfying our obligations under our debt facilities;
•: involve our entry into geographic or business markets in which we have little or no prior experience;
•: fail to result in the addition of new customers for us;
•: result in a delay or reduction of sales for both us and the business we acquire; and
•: disrupt our ongoing business, divert our resources and require significant management attention that would otherwise be available for ongoing development of our current business.

To complete a future acquisition, we may determine that it is necessary to use a substantial amount of our cash or engage in equity or debt financing. We can make no assurances that the anticipated benefits of any acquisition, such as operating improvements or anticipated cost savings, would be realized or that we would not be exposed to unexpected liabilities in connection with any acquisition.

Further, an acquisition may negatively affect our operating results because it may require us to incur charges and substantial debt or other liabilities, may cause adverse tax consequences, substantial depreciation and amortization or deferred compensation charges, may require the amortization, write-down or impairment of amounts related to deferred compensation, goodwill and other intangible assets, or may not generate sufficient financial return to offset acquisition costs.

Our procurement solutions strategy is in part dependent upon our ability to deliver products and services at competitive or discounted prices. This strategy may not be successful, which could have a material adverse effect on our business and results of operations.

In addition to receiving fees and rebates from our suppliers, we receive fees from purchasers that are based on a product margin that varies by procurement program. In order to maintain and develop new relationships with purchasers in our procurement solutions, we look for ways to reduce the prices that they pay for products and services. However, success in serving such purchasers by reducing the prices they pay suppliers for products and services reduces the fees that we receive for processing such transactions. Moreover, since our fees are based on a product margin, we are exposed to commodity price changes. For example, if the price of tires declines, then the amount that we earn on a fixed number of tire purchases would correspondingly decline.

In order to maintain or increase our revenues and margins while implementing these strategies, we would have to increase sales volumes of existing products and services or introduce and sell new products and services in amounts sufficient to compensate for the reduced revenue effect of price reductions. If our competitors in these lines of business similarly reduce or obtain lower prices for their procurement purchasers, we may face further challenges. A failure to successfully implement our price reduction strategy could have a material adverse effect on our business, financial condition and results of operations.

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Our procurement solutions, which rely on suppliers to provide discounts on aggregated purchases, compete with those suppliers' efforts to sell directly to customers. As a result, suppliers may limit or terminate their participation in our procurement solutions if the prices that they receive for products purchased through our solutions become too low.

Suppliers participate in our procurement solutions by offering discounts on aggregated purchases. However, suppliers also sell directly to customers outside of our procurement solutions program, typically at higher prices. Thus, our suppliers have an incentive to limit sales through our procurement solutions program if they can make the same sales outside of our program at higher prices.

In some cases, suppliers must approve each customer before it is allowed to participate in our procurement solutions program. Similarly, some suppliers impose size limitations on which customers may participate in our procurement solutions program. If suppliers do not authorize new customers to participate in our procurement program, or increase the requirements under which new customers may join, our business and operating results may be harmed.

We rely on fees and rebates that we receive from our procurement solutions suppliers. The failure to maintain contracts with these procurement solutions suppliers could adversely affect our business, financial condition and results of operations.

We rely heavily on our relationships with our procurement solutions suppliers, which provide products and services to our procurement solutions purchasers at reduced prices. These suppliers pay us rebates calculated either as a percentage of the transaction value under specific preferred procurement programs or as a pre-determined fee per transaction or item. Our contracts with these suppliers may be terminated upon zero to sixty days' notice. Supplier commitment to our procurement solutions has been, and will continue to be, a crucial element of our business model. There can be no assurances that our relationships with our suppliers will continue on existing terms or at all. A termination of any relationship or agreement with a supplier would result in the loss of fees and rebates pursuant to our arrangement with that supplier, which could adversely affect our business, financial condition and results of operations. Moreover, since some suppliers pay us rebates calculated as a percentage of the transaction value, we are exposed to commodity price changes. For example, if the price of tires declines, then the amount that we earn on a fixed number of tire sales would correspondingly decline.

If we cannot demonstrate to our procurement solutions suppliers the ability to increase their market share or access to purchasers through our procurement solutions or other products and services, we may lose negotiating leverage with our contracted suppliers which may result in our inability to maintain our agreements with purchasers or win new business. In addition, if we lose a relationship with a supplier, we may not be able to negotiate similar arrangements for our procurement solutions purchasers with other suppliers on the same terms and conditions or at all, which could damage our reputation with our procurement purchasers and, in turn, have a material adverse effect on our business, financial condition and results of operations.

If we fail to respond to evolving technological changes, our products and solutions could become obsolete or less competitive.

The markets in which we compete are highly competitive and are often characterized by new and rapidly evolving technologies, techniques, standards, regulations, customer requirements and frequent product introductions. We must anticipate and respond to the technological advances offered by our competitors and the requirements of our customers and partners, in order to maintain and improve upon our competitive position. Accordingly, our results of operations depend upon, among other things, our ability to develop and introduce new products and solutions, as well as our ability to improve existing products. The process of developing new technologies and products is complex, and we must

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continue to invest significant resources in research and development in order to develop new products and to enhance our existing products and services.

Our ability to develop new features and enhance our products will depend on our ability to anticipate industry evolution, practices and standards and to continue to enhance existing solutions. In addition, the success of any enhancement or new feature depends on several factors, including the timely completion, introduction and market acceptance of the enhancement or feature. Any new solutions we develop or acquire might not be introduced in a timely or cost-effective manner and might not achieve the broad market acceptance necessary to generate significant revenue. If any of our competitors implements new technologies before we are able to implement them or better anticipates the innovation and integration opportunities in related industries, those competitors may be able to provide more effective or cheaper solutions than ours. If we are unable to develop enhancements to, and new features for, our existing products or if we are unable to develop new products that keep pace with technological developments or industry standards, our business could be harmed.

If the market for our cloud-based delivery model develops more slowly than we expect, our growth may slow or stall, and our business, operating results, and financial condition could be adversely affected.

Use of cloud-based applications for financial process automation and procurement is at an early stage within our industry. We are currently focusing on transaction processing, data analytics and other technology opportunities and our success will depend to a substantial extent on the willingness of potential new customers, large and small, to increase their use of our cloud-based products. Many companies have invested substantial personnel and financial resources to integrate established enterprise software into their businesses and therefore may be reluctant or unwilling to switch to our services. Furthermore, some companies may be reluctant or unwilling to use our services, because they have concerns regarding the risks associated with the security and reliability of, among other things, the technology delivery model associated with these services. If companies do not perceive the benefits of our services, then the market for these services may not expand as much or develop as quickly as we expect, either of which would significantly adversely affect our business, financial condition and results of operations.

Failure to adequately expand our direct sales force will impede our growth.

We will need to continue to expand and optimize our sales infrastructure in order to grow our customer base and our business. We plan to continue to expand our direct sales force. Competition for such qualified sales personnel is intense. We cannot be certain of our ability to identify, hire and retain adequately qualified sales personnel. Identifying and recruiting qualified personnel and training them requires significant time, expense and attention. It can take several months before our sales representatives are fully trained and productive. Our business may be adversely affected if our efforts to expand and train our direct sales force do not generate a corresponding increase in revenue. In particular, if we are unable to hire, develop and retain talented sales personnel, or if new direct sales personnel are unable to achieve desired productivity levels in a reasonable period of time, we may not be able to realize the expected benefits to revenue from this investment.

Our future success also depends in part on our ability to sell additional features or enhanced elements of our applications to our current customers. This may require increasingly costly sales efforts that are targeted at senior management. If these efforts are not successful, our business may suffer.

Our debt obligations, or our incurrence of additional debt obligations, could limit our flexibility in managing our business and could materially and adversely affect our financial performance.

As of September 30, 2015, we had approximately $87.3 million of long-term indebtedness (including current portion) outstanding. In addition, we are permitted under our credit agreement to

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incur additional indebtedness, subject to specified limitations. Our indebtedness could have important consequences, including the following:

•: under certain of our existing credit facilities we must maintain certain financial covenants, which limit our cumulative capital expenditures and our accounts receivable write-offs; require us to maintain a minimum cumulative adjusted EBITDA and a fixed charge coverage ratio; and our failure to comply with these financial covenants could result in an acceleration of our outstanding indebtedness under our credit facilities and limit our ability to borrow additional amounts under such credit facilities for future requirements;
•: we may have difficulty satisfying our obligations under our debt facilities and, if we fail to satisfy these obligations, an event of default could result;
•: covenants relating to our debt may limit our ability to enter into certain contracts or to obtain additional financing for acquisitions, investments, working capital, capital expenditures and other general corporate activities;
•: covenants relating to our debt may limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate, including by restricting our ability to make strategic acquisitions, dispose of certain assets or consolidate, merge or transfer all or substantially all of our assets;
•: covenants relating to our debt may limit our ability to incur additional indebtedness or create or permit liens;
•: we may be more vulnerable than our competitors to the impact of economic downturns and adverse developments in the industry in which we operate;
•: we are exposed to the risk of increased interest rates because certain of our borrowings are subject to variable rates of interest;
•: although we have no current intention to pay any dividends, we may be unable to pay dividends or make other distributions with respect to your investment either due to cash constraints or limitations imposed by our debt facilities; and
•: we may be placed at a competitive disadvantage against any less leveraged competitors.

The occurrence of one or more of these potential consequences could have a material adverse effect on our business, financial condition, operating results, and ability to satisfy our obligations under our indebtedness. In addition, we may be able to incur substantial additional indebtedness in the future. Although our credit agreement contains restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of significant qualifications and exceptions and, under certain circumstances, the amount of additional indebtedness that could be incurred in compliance with these restrictions could be substantial. If new debt is added to our existing debt levels, the related risks that we will face would increase.

In addition, our obligations under our senior credit facility are secured by substantially all of our property, and our notes payable are also secured by equipment held as revenue earning equipment for our asset management solutions. In the event of a default, our lenders may unilaterally exercise their rights under such security interests to the detriment of our business and our stockholders.

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We may need to obtain additional financing which may not be available or, if it is available, may result in a reduction in the percentage ownership of our then-existing stockholders.

We may need to raise additional funds in order to:

•: finance unanticipated working capital requirements,
•: develop or enhance our technological infrastructure and our existing products and services,
•: fund strategic relationships,
•: respond to competitive pressures, and
•: acquire complementary businesses, technologies, products or services.

Additionally, we are dependent on our current credit facility and our long-term notes payable for the operation of our business. Often, we make payments through our financial process automation and procurement solutions to our customers' suppliers prior to receiving payment from our customers. In these instances, we are reliant on our credit facility to cover our payments during the interim period between our payment to our customers' suppliers and our customers' payment to us. As payments through our financial process automation and procurement solutions continue to increase as a percentage of our business, we will become increasingly reliant on our credit facility and may need to increase our credit facility to cover this period between when we make payments to our customers' suppliers and when we receive payments from our customers. Similarly, as our asset management solutions continue to grow, we will become increasingly reliant on our long-term notes payable and may need to seek additional sources of financing to fund our capital equipment purchases. If we pursue additional debt financing, we may be required to accept terms that further restrict our ability to incur additional indebtedness and force us to maintain specified liquidity or other ratios and limit the operating flexibility of our business.

Our ability to obtain additional financing will depend on, among other things, our development efforts, business plans, operating performance and condition of the capital markets at the time we seek financing. Additional financing may not be available on terms favorable to us, or at all. If adequate funds are not available or are not available on acceptable terms or involve restrictive covenants, our ability to fund our expansion strategy, take advantage of unanticipated opportunities, increase our business, develop or enhance technology or services or otherwise respond to competitive pressures would be significantly limited. Also, if we raise additional funds by issuing equity or convertible debt securities, the percentage ownership of our then-existing stockholders may be reduced, and holders of these securities may have rights, preferences or privileges senior to those of our then-existing stockholders.

Our balance sheet includes goodwill and intangible assets. The impairment of a significant portion of these assets would negatively affect our business and operating results.

Our balance sheet includes goodwill and intangible assets of $10.8 million at September 30, 2015. These assets consist primarily of goodwill and identified intangible assets associated with our acquisitions. If we engage in additional acquisitions, we may recognize additional goodwill and intangible assets. On at least an annual basis, we assess whether there have been impairments in the carrying value of goodwill and intangible assets. If the carrying value of the asset is determined to be impaired, then it is written down to fair value by a charge to operating earnings. An impairment of a significant portion of goodwill or intangible assets could materially negatively affect our business and operating results.

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If we do not or cannot maintain the compatibility of our solutions with third-party applications that our customers use in their businesses, demand for our solutions could decline.

The functionality of our cloud-based platform depends, in part, on our ability to integrate it with third-party applications and data management systems that our customers use and from which they obtain data. Third-party providers of these applications and data management systems may terminate their relationships with us, change the features of their applications and platforms, restrict our access to their applications and platforms or alter the terms governing use of their applications and data management systems and access to those applications and platforms. Such changes could functionally limit or terminate our ability to use these third-party applications and platforms with our cloud-based platform, which could negatively impact our offerings and harm our business. Further, if we fail to integrate our platform with new third-party applications and platforms that our customers use, or to adapt to the data transfer requirements of such third-party applications and platforms, we may not be able to offer the functionality that our customers need, which would negatively impact the attractiveness our offerings and, as a result, could negatively affect our business and operating results.

We may not be able to adequately protect the data we collect from or about our customers and partners, which could subject us to liability, damage our reputation or have other adverse effects on our business, operating results and financial condition.

Our operations rely on the processing, storage and transmission of confidential and other information from and about our customers, partners, suppliers and others, including financial account information, as well as other confidential and proprietary information. We also employ third-party service providers that store, process and transmit proprietary confidential information on our behalf. We rely on encryption and authentication technology licensed from third parties in an effort to securely transmit confidential and sensitive information. Advances in computer capabilities, new technological discoveries or other developments may result in the whole or partial failure of this technology to protect transaction data or other confidential and sensitive information from being breached or compromised. Our security measures, and those of our third-party service providers, may not detect or prevent all attempts to hack our systems, denial-of-service attacks, viruses, malicious software, break-ins, phishing attacks, social engineering, security breaches or other attacks and similar disruptions that may jeopardize the security of information stored in or transmitted by our sites, networks and systems or that we or our third-party service providers otherwise maintain, including payment systems which may subject us to fines or higher transaction fees or limit or terminate our access to certain payment methods. We and our service providers may not anticipate or combat all types of attacks until after they have already been launched, and techniques used to obtain unauthorized access to or sabotage systems change frequently and may not be known until launched against us or our third-party service providers. In addition, security breaches can also occur as a result of non-technical issues, including intentional or inadvertent breaches by our employees or by persons with whom we have commercial relationships.

Breaches of our security measures or those of our third-party service providers or cyber security incidents could result in unauthorized access to our sites, networks and systems; unauthorized access to and misappropriation of business information, or other confidential or proprietary information of ourselves or third parties; viruses, worms, spyware or other malware being served from our sites, networks or systems; deletion or modification of content or the display of unauthorized content on our sites; interruption, disruption or malfunction of operations; costs relating to breach remediation, deployment of additional personnel and protection technologies, response to governmental investigations and media inquiries and coverage; engagement of third party experts and consultants; litigation, regulatory action and other potential liabilities. If any of these breaches of security occur, our reputation and brand could be damaged, our business may suffer, we could be required to expend significant capital and other resources to alleviate problems caused by such breaches and we could be

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exposed to a risk of loss, litigation or regulatory action and possible liability. Actual or anticipated attacks may cause us to incur increasing costs, including costs to deploy additional personnel and protection technologies, train employees and engage third-party experts and consultants. In addition, any party who is able to illicitly obtain a customer's password could access the customer's transaction data.

Although we maintain privacy, data breach and network security liability insurance, we cannot be certain that our coverage will be adequate for liabilities actually incurred or that insurance will continue to be available to us on economically reasonable terms, or at all. We may also need to devote significant resources to protect against security breaches or to address problems caused by breaches, diverting resources from the management of our business. Any compromise or breach of our security measures, or those of our third-party service providers, could violate applicable privacy, data security and other laws, and cause significant legal and financial exposure, adverse publicity and a loss of confidence in our security measures, any of which could have a material adverse effect on our business, financial condition and operating results.

Privacy-and data protection-related laws and regulations may affect our solutions, result in lawsuits or other liability, and require us to expend significant resources, which could harm our business and financial condition.

Our services and solutions may be subject to privacy- and data protection-related laws and regulations that impose obligations in connection with the collection, processing and use of financial data or other similar data. Our platform and solutions rely on the collection, retention, use and transfer of financial data and similar data and may be affected by these laws and regulations and their interpretation and enforcement. We also may find it necessary or desirable to join self-regulatory bodies or other privacy- or data protection-related organizations that require compliance with their rules pertaining to privacy and data protection. We also may be bound by contractual obligations relating to our collection, use, and disclosure of financial and other data. Alleged violations of laws, regulations, self-regulatory obligations or contractual obligations relating to privacy and data protection, and any relevant claims, may expose us to potential liability, require us to expend significant resources in responding to and defending such allegations and claims, and result in negative publicity and a loss of confidence in us by our customers, all of which could have an adverse effect on our business, operating results and financial condition.

Further, it is unclear how the laws and regulations relating to the collection, use and disclosure of financial data or similar data that we collect, retain, use and transfer will further develop in the United States and internationally, and to what extent this may affect our services and solutions. Existing privacy- and data protection-related laws and regulations are evolving and subject to potentially differing interpretations, and various federal and state legislative and regulatory bodies may expand current or enact new laws and regulations, regarding privacy and data protection-related matters. New laws, amendments to or re-interpretations of existing laws and regulations, rules of self-regulatory bodies, industry standards and contractual obligations may impact our business and practices, and we may be required to expend significant resources to adapt to these changes. These developments could harm our business, financial condition and results of operations.

We rely on Internet infrastructure, bandwidth providers, data center providers, other third parties, and our own systems for providing services to our users, and any failure or interruption in the services provided by these third parties or our own systems could expose us to litigation and negatively impact our relationships with users, adversely affecting our brand and our business.

Our ability to deliver our financial process automation, procurement and asset management solutions is dependent on the development and maintenance of the infrastructure of the Internet and other telecommunications services by third parties. This includes maintenance of a reliable network

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infrastructure with the necessary speed, data capacity, and security for providing reliable Internet access and services and reliable telephone systems. Our services are designed to operate without interruption in accordance with our service level commitments. However, we have experienced and expect that we will experience interruptions and delays in services and availability from time to time. We rely on internal systems as well as third-party suppliers, including bandwidth and telecommunications equipment providers, to provide our services. We are also currently in the process of migrating some of our data center operations to third-party data-hosting facilities. We do not maintain redundant systems or facilities for some of these services. In the event of a catastrophic event with respect to one or more of these systems or facilities, we may experience an extended period of system unavailability, which could negatively impact our relationship with users. To operate without interruption, both we and our service providers must guard against:

•: damage from fire, power loss, and other natural disasters,
•: communications failures,
•: software and hardware errors, failures, and crashes,
•: security breaches, computer viruses, and similar disruptive problems, and
•: other potential interruptions.

Any disruption in the network access, telecommunications, or co-location services provided by these third-party providers or any failure of or by these third-party providers or our own systems to handle current or higher volume of use could significantly harm our business. We exercise limited control over these third-party suppliers, which increases our vulnerability to problems with services they provide. Any errors, failures, interruptions, or delays experienced in connection with these third-party technologies and information services or our own systems could negatively impact our relationships with users and adversely affect our business and could expose us to third-party liabilities. We also utilize third-party providers to assist us with disaster recovery operations. As a result, we are subject to the risk of a provider's unresponsiveness or other failure to perform in the event of a significant breakdown in our computer equipment or networks. Although we maintain insurance for our business, the coverage under our policies may not be adequate to compensate us for all losses that may occur. In addition, we cannot provide assurance that we will be able to continually obtain adequate insurance coverage at an economically reasonable cost.

The reliability and performance of the Internet may be harmed by increased usage or by denial-of-service attacks. Other companies have experienced a variety of outages and other delays in their cloud-based networks as a result of damage to portions of their Internet infrastructure, and we could face outages or delays in the future. These outages and delays could reduce the level of Internet usage of our solutions by our customers.

We may experience software defects, system errors, computer viruses and development delays, which could damage customer relations, decrease our profitability and expose us to liability.

Our products and services are based on proprietary and third-party network technology and processing systems that may encounter development delays and could be susceptible to undetected errors, viruses and defects. Development delays, system errors, viruses or defects that result in service interruption or data loss could have a material adverse effect on our business, damage our reputation and subject us to third-party liability. In addition, errors, viruses and defects in our network technology and processing systems could result in additional development costs and the diversion of our technical and other resources from other development efforts or operations. Further, our contractual attempts to limit our potential liability to third parties may not be successful.

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If we are unable to protect our intellectual property rights and/or confidential information, our competitive position could be harmed and/or we could be required to incur significant expenses in order to enforce our rights.

To protect our proprietary technology, we rely on a combination of copyrights, trade secrets, trademarks, domain names and other intellectual property rights. We enter into confidentiality and invention assignment agreements with our employees and contractors that develop our intellectual property and confidentiality agreements with parties with whom we conduct business in order to confirm our ownership of intellectual property and to limit access to, and disclosure and use of, our proprietary information. However, these contractual arrangements and the other steps we have taken to protect our intellectual property may not prevent the misappropriation of our proprietary information or deter independent development of similar technologies by others. Despite our precautions, third parties may obtain and use without consent our confidential information or infringe on our intellectual property rights, and our ability to detect or police that misappropriation or infringement is uncertain, particularly in countries outside of the United States. In addition, our confidentiality agreements with employees, former employees, vendors, customers, consultants, contractors, or other third parties may not effectively prevent disclosure or use of our proprietary technology or confidential information, effectively assign intellectual property rights to us, and may not provide an adequate remedy in the event of such unauthorized disclosure or use.

In the future, litigation may be necessary to enforce our intellectual property rights, protect our trade secrets, to determine the validity and scope of proprietary rights claimed by others or to defend against claims of infringement or invalidity. Any litigation of this nature, regardless of outcome or merit, could result in substantial costs, adverse publicity or diversion of management and technical resources, any of which could adversely affect our business, operating results and financial condition. If we fail to maintain, protect and enhance our intellectual property rights, our business and operating results may be harmed. There can be no assurance that our means of protecting our proprietary rights will be adequate or that our competitors will not copy or independently develop similar technology. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights. Our efforts may be inadequate to protect our intellectual property. We will not be able to protect our intellectual property if we are unable to enforce our rights or if we do not detect unauthorized use of our intellectual property. Furthermore, effective patent, trademark, service mark, copyright and trade secret protection may not be available in every country in which we may offer our products and services. Accordingly, despite our best efforts, we may not be able to prevent third parties from infringing upon or misappropriating our intellectual property or confidential information.

We may become subject to litigation, which could have a material adverse effect on our business and operating results.

We participate in businesses that are subject to litigation. We are periodically involved in litigation, which from time to time may include claims relating to commercial, employment, antitrust, intellectual property law, as well as claims in other areas. If current or future government regulations are interpreted or enforced in a manner adverse to us or our business, specifically those with respect to the financial services we provide, we may be subject to enforcement actions, penalties, and other material limitations on our business.

We may become subject to litigation in the future. Some of these claims may result in significant defense costs and potentially significant judgments against us, some of which are not, or cannot be, insured against. We generally intend to defend ourselves vigorously; however, we cannot be certain of the ultimate outcomes of any claims that may arise in the future. Resolution of matters against us may result in our having to pay significant fines, judgments or settlements, which, if uninsured, or if the fines, judgments and settlements exceed insured levels, could adversely impact our earnings and cash

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flows, thereby having a material adverse effect on our business, financial condition, and results of operations. Certain litigation or the resolution of certain litigation may affect the availability or cost of some of our insurance coverage, which could adversely impact our results of operations and cash flows, expose us to increased risks that would be uninsured and adversely impact our ability to attract officers and directors.

Claims by others that we or our customers infringe their intellectual property rights could harm our business.

Third parties may own technology patents, copyrights, trademarks, trade secrets, website content or other intellectual property rights, which they may use to assert claims against us. In recent years, there has been significant litigation in the United States involving patents and other intellectual property rights. Companies in the Internet and technology industries are increasingly bringing and becoming subject to suits alleging infringement of proprietary rights. As we face increasing competition and as litigation becomes a more common way to resolve disputes, we face a higher risk of being the subject of intellectual property infringement claims, and there can be no assurance that we will be able to prevail against such claims. Although we have not been subject to successful claims or lawsuits against us in the past, we cannot assure you that we will not become in the future, subject to claims that we have misappropriated or misused other parties' intellectual property rights. If we are sued by a third party that claims that our technology infringes its rights, the litigation (with or without merit) could be expensive and could divert our management resources.

In addition, in some instances, we have agreed to indemnify our customers against certain claims that our products and services violate the intellectual property rights of third parties. Our business could be adversely affected by any significant disputes between us and our customers as to the applicability or scope of our indemnification obligations to them. Any of these claims might require us to defend potentially protracted and costly litigation on their behalf, regardless of the merits of these claims.

The results of any intellectual property litigation to which we might become a party may require us to do one or more of the following:

•: cease making, selling, offering for sale or using technologies that incorporate the challenged intellectual property;
•: make substantial payments for legal fees, settlement payments or other costs or damages;
•: obtain a license, which may not be available at all or on reasonable terms, to sell or use the relevant technology; or
•: redesign technology to avoid infringement.

If we are required to make substantial payments or undertake any of the other actions noted above as a result of any intellectual property infringement claims against us, such payments, actions or costs could have a material adverse effect upon our business, operating results and financial condition.

We use open source software in our products and solutions that may subject our products and solutions to general release or require us to re-engineer our products and solutions, which may harm our business.

We use open source software in connection with our products and solutions. From time to time, companies that incorporate open source software into their products have faced claims challenging the ownership of open source software and compliance with open source license terms. Therefore, we could be subject to suits by parties claiming ownership of what we believe to be open source software or noncompliance with open source licensing terms. Some open source software licenses require users who distribute open source software as part of their software to publicly disclose all or part of the source code to such software and make available any derivative works of the open source code on unfavorable

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terms or at no cost. We do not always monitor the use of open source software in our products and solutions to ensure that none is used in a manner that would require us to disclose the source code to the related product or would otherwise breach the terms of an open source agreement. As a result, such use could inadvertently occur and we may be required to release proprietary source code, pay damages for breach of contract, re-engineer our products, discontinue the sale of products in the event re-engineering cannot be accomplished on a timely basis or take other remedial action that may divert resources away from our development efforts, any of which could harm our business, results of operations and financial condition.

Further, the terms of many open source licenses to which we are subject have not been interpreted by U.S. or foreign courts, and although we believe we comply with the terms of those licenses, there is a risk that those licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to commercialize our products and solutions. In that event, we could be required to (i) seek licenses from third parties, (ii) re-develop our products and solutions, (iii) discontinue sales of our products and solutions, or (iv) release our proprietary software code under the terms of an open source license, any of which could adversely affect our business.

Our success is dependent, in part, upon our executive officers and other key personnel, and the loss of key personnel could materially adversely affect our business.

Our success depends, in part, on our executive officers and other key personnel. Our senior management team has significant experience and would be difficult to replace. The market for qualified individuals is competitive, and we may not be able to attract and retain qualified personnel or candidates to replace or succeed members of our senior management team or other key personnel. The loss of key personnel could materially adversely affect our business.

Our growth depends in part on the success of our strategic relationships with third parties.

In order to grow our business, we anticipate that we will continue to depend on relationships with third parties, such as third-party sales channel partners. For example, the Food Marketing Institute, or FMI, is an association of food retailers such as grocery stores and pharmacies. We market our procurement and asset management solutions through FMI to its over 1,000 members. Identifying partners such as FMI, and negotiating and documenting relationships with them, requires significant time and resources. Our competitors may provide incentives to third parties to favor their products or services or to prevent or reduce the use of our services. To enter into new strategic relationships or renew an existing strategic relationship with a third party, we often must participate in a competitive bidding process, which may focus on a limited number of factors, such as pricing. The use of these processes may affect our ability to effectively compete for these relationships. Our competitors may be willing to bid for these contracts on pricing or other terms that we consider uneconomical in order to win this business. If we are unsuccessful in establishing or maintaining our relationships with third parties, our ability to compete in the marketplace or to grow our revenues could be impaired and our operating results may suffer. Even if we are successful, we cannot assure you that these relationships will result in increased customer usage of our solutions or increased revenues.

If we are not able to maintain and enhance our brands, it could adversely affect our business, operating results and financial condition.

We believe that maintaining and enhancing our brands is critical to our customer relationships, and our ability to obtain partners and retain employees. The successful promotion of our brands will depend upon our marketing and public relations efforts, our ability to continue to offer high-quality products and services and our ability to successfully differentiate our services from those of our competitors. In addition, future extension of our brands to add new products or services different from our current offerings may dilute our brands, particularly if we fail to maintain our quality standards in

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these new areas. The promotion of our brands will require us to make substantial expenditures, and we anticipate that the expenditures will increase as our markets become more competitive and we expand into new markets. To the extent that these activities yield increased revenue, this revenue may not offset the expenses we incur. There can be no assurance that our brand promotion activities will be successful.

Any failure to offer high-quality technical support services may adversely affect our relationships with our customers and our financial results.

While they prepare for deployment and after implementation of our solutions, our customers depend on our support organization to resolve technical issues relating to our applications. We may be unable to respond quickly enough to accommodate short-term increases in customer demand for support services. We also may be unable to modify the format of our support services to compete with changes in support services provided by our competitors. Increased customer demand for these services, without corresponding revenues, could increase costs and adversely affect our operating results. In addition, our sales process is highly dependent on our applications and business reputation and on positive recommendations from our existing customers. Any failure to maintain high-quality technical support, or any market perception that we do not maintain high-quality support, could adversely affect our reputation, our ability to sell our applications to existing and prospective customers, and our business, operating results and financial position.

Our business and financial performance could be harmed by changes in tax laws or regulations or by current uncertainty regarding application of tax laws to software-as-a-service based companies.

New income, sales, use or other tax laws, statutes, rules, regulations or ordinances could be enacted at any time. Those enactments could harm our business operations and our business and financial performance. Further, existing tax laws, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to us. In addition, application of current tax laws to software-as-a-service based companies is uncertain, such that we may be subject to tax audits in connection with our technology-enabled solutions. Any of these events could require us or our customers to pay additional tax amounts on a prospective or retroactive basis, as well as require us or our customers to pay fines and/or penalties and interest for past amounts deemed to be due. If we raise our prices to offset the costs of these changes, existing and potential future customers may elect not to purchase our products and solutions in the future. Additionally, new, changed, modified or newly interpreted or applied tax laws could increase our customers' and our compliance, operating and other costs, as well as the costs of our products. Further, these events could decrease the capital we have available to operate our business. The occurrence of any or all of these events could harm our business and results of operations.

Our results of operations may be harmed if we are required to collect sales taxes for sales of our products and solutions in jurisdictions where we have not historically done so.

Historically, we have not collected sales tax from our customers related to fees earned by us for use of our solutions, nor have we remitted such taxes in many states where we sell our products and solutions. Although we believe we are not obligated to collect sales taxes from our customers in those jurisdictions, states or one or more countries may seek to impose sales or other tax collection obligations on us, including for past sales by us. A successful assertion that we should be collecting additional sales or other taxes on our products or solutions could discourage customers from purchasing our solutions or otherwise harm our business and results of operations.

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We have no operating history as a publicly-traded company, and our inexperience could materially and adversely affect us and our stockholders.

We have no operating history as a publicly-traded company. Our board of directors and senior management team will have overall responsibility for our management and only a limited number of our directors or members of our senior management team have prior experience in operating a public company. As a publicly-traded company, we will be required to develop and implement substantial control systems, policies and procedures in order to satisfy our periodic Securities and Exchange Commission, or SEC, reporting and NASDAQ obligations. We cannot assure you that management's past experience will be sufficient to successfully develop and implement these systems, policies and procedures and to operate our company. Failure to do so could jeopardize our status as a public company, and the loss of such status may materially and adversely affect us and our stockholders.

Changes in laws, regulations and enforcement activities may adversely affect our products and services and the markets in which we operate.

The electronic payments industry is subject to increasing regulation in the United States and internationally. Domestic and foreign government regulations impose compliance obligations on us and restrictions on our operating activities, which can be difficult to administer because of their scope, mandates and varied requirements. We are subject to a number of government regulations, including, among others: interest rate and fee restrictions; credit access and disclosure requirements; collection and pricing regulations; compliance obligations; security and data breach requirements; identity theft avoidance programs; and anti-money laundering compliance programs. Government regulations can also include licensing or registration requirements. While a large portion of these regulations focuses on individual consumer protection, legislatures continue to consider whether to include business consumers within the scope of these regulations. As a result, new or expanded regulation focusing on businesses such as ours or changes in interpretation or enforcement of regulations may have an adverse effect on our business and operating results, due to increased compliance costs and new restrictions affecting the terms under which we offer our products and services.

We will incur significantly increased costs as a result of operating as a public company, and our management will be required to devote substantial time to compliance efforts.

As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. For example, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, the accounting and internal controls provisions of the Foreign Corrupt Practices Act of 1977, as amended, or the FCPA, and will be required to comply with the applicable requirements of the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as well as rules and regulations subsequently implemented by the SEC and the NASDAQ Global Market, including the establishment and maintenance of effective disclosure and financial controls and changes in corporate governance practices. Our management and other personnel will need to devote a substantial amount of time and resources to complying with these requirements. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. In particular, we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, which will increase when we are no longer an "emerging growth company," as defined by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. These new obligations will require substantial attention from our management team and could divert their attention away from the day-to-day management of our business. We will need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge and maintain an internal

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audit function. We cannot predict or estimate the amount of additional costs we may incur as a result of becoming a public company or the timing of such costs.

These rules and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors and board committees or as executive officers, and more expensive for us to obtain director and officer liability insurance.

Our business could be severely harmed by natural disasters or other catastrophes.

Significant catastrophic events such as war, acts of terrorism, natural disasters, such as earthquakes, fire or floods, loss of power, computer viruses, or global threats, including, but not limited to, the outbreak of epidemic disease, could disrupt our operations and impair deployment of our solutions by our customers, interrupt critical functions, cause our suppliers to be unable to meet our demand for parts and equipment, reduce demand for our products, prevent our customers from honoring their contractual obligations to us or otherwise harm our business. To the extent that such disruptions or uncertainties result in delays or cancellations of the deployment of our products and solutions, our reputation, business and operations and operating results could be harmed.

We may have difficulty scaling and adapting our existing infrastructure to accommodate increased traffic and storage demands, technology advances or customer requirements, which could cause delays or service interruptions.

In the future, advances in technology, increases in traffic and storage demands and new customer requirements may require us to change our infrastructure, expand our infrastructure or replace our infrastructure entirely. Scaling and adapting our infrastructure is likely to be complex and require additional technical expertise. If we are required to make any changes to our infrastructure, we may incur substantial costs and experience delays or interruptions in our service. These delays or interruptions may cause customers and partners to become dissatisfied with our service and move to competing providers of our solutions. Our failure to accommodate increased traffic and storage demands, increased costs, inefficiencies or failures to adapt to new technologies or customer requirements and the associated adjustments to our infrastructure could harm our business and operating results.

We rely on insurance to mitigate some risks facing our business, and to the extent our insurance does not mitigate the risks facing our business or our insurers are unable to meet their obligations, our operating results may be negatively impacted.

We contract for insurance to cover certain potential risks and liabilities, such as general liability, directors and officers liability and business interruption. It is possible that we may not be able to obtain enough insurance to meet our needs, may have to pay very high prices for the coverage we do obtain, have very high deductibles, may not be able to, or may choose not to, acquire any insurance for certain types of business risk. For example, if we do not increase our current coverage levels, we may be underinsured with respect to our directors and officers liability insurance upon becoming a public company. This could leave us exposed to potential claims. If we are found liable for a significant claim in the future, our business, operating results and financial condition could be negatively impacted. Also, to the extent the cost of maintaining insurance increases, our business, operating results and financial condition could be negatively affected. Additionally, we are subject to the risk that one or more of our insurers may become insolvent and would be unable to pay a claim that may be made in the future. There can be no assurance that our insurance will be adequate to protect us from pending and future claims. In addition, we are required to maintain insurance coverage under some of our agreements with our clients and our credit agreements with Bank of America, which we refer to herein as our senior credit facility, and M&T Bank, which we refer to herein as our interim finance line of credit. If we are not able to or do not maintain the required insurance coverage, we could breach those agreements.

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Our efforts to grow internationally may not be successful and may subject our business and operations to additional regulatory risks.

We anticipate that any efforts to expand internationally will entail the marketing and advertising of our solutions and brand. We do not have substantial experience localizing our website and software into foreign languages. We also do not have substantial experience in selling our solutions in international markets or in conforming to the local cultures, standards, policies or regulations necessary to successfully compete in those markets, and we may be required to invest significant resources in order to do so. We may not succeed in any efforts or achieve our customer acquisition or other goals. In some international markets, customer preferences and buying behaviors may be different, and we may use business or pricing models that are different from our traditional model or we may be unsuccessful in implementing the appropriate business model. Our revenue from any new foreign markets may not exceed the costs of establishing, marketing, and maintaining any international offerings. In addition, the current instability in the eurozone could have many adverse consequences on our international expansion, including sovereign default, liquidity and capital pressures on eurozone financial institutions, reducing the availability of credit and increasing the risk of financial sector failures and the risk of one or more eurozone member states leaving the euro, resulting in the possibility of capital and exchange controls and uncertainty about the impact of contracts and currency exchange rates.

If we further our international reach, we will incur an additional risk of violating laws that apply to global U.S. companies. For example, failure to comply with anti-corruption and anti-bribery laws, such as the FCPA, United Kingdom Bribery Act of 2010, and similar laws associated with our activities outside the United States, could subject us to penalties and other adverse consequences. Anti-corruption and anti-bribery laws such as the FCPA and U.K. Bribery Act of 2010 generally prohibit companies and their employees and intermediaries from making corrupt payments to foreign officials for the purpose of obtaining or keeping business, securing an advantage, and directing business to another, and requires companies to maintain accurate books and records and a system of internal accounting controls. Under the FCPA, U.S. companies may be held liable for the corrupt actions taken by directors, officers, employees, agents, or other strategic or local partners or representatives. As such, if we or our intermediaries fail to comply with the requirements of the FCPA or similar legislation, governmental authorities in the U.S. and elsewhere could seek to impose civil and/or criminal fines and penalties which could have a material adverse effect on our business, operating results and financial conditions.

In addition, regulations or standards adopted by other countries may require us to redesign our existing products or develop new products for those countries. For example, foreign governments may impose regulations or standards that may require redesign or alteration of our products and/or services. Furthermore, if we are unable to expand international operations in a timely and cost-effective manner in response to increased overseas demand, we could miss sales opportunities and our revenue would decline, adversely affecting our operating results, business and prospects. If we invest substantial time and resources to expand our international operations and are unable to do so successfully and in a timely manner, our business, prospects and operating results will suffer.

In addition, conducting expanded international operations subjects us to new risks that we have not generally faced in our current markets. These risks include:

•: strong local competitors;
•: difficulties in managing and staffing international operations;
•: fluctuations in currency exchange rates or restrictions on foreign currency;
•: potentially adverse tax consequences, including the complexities of transfer pricing, value added or other tax systems, double taxation and restrictions and/or taxes on the repatriation of earnings;

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•: dependence on third parties, including commercial partners with whom we do not have extensive experience;
•: political, social, and economic instability, terrorist attacks, and security concerns in general; and
•: reduced or varied protection for intellectual property rights in some countries.

Risks Related to Ownership of Our Common Stock and this Offering

Our stock price may be volatile and your investment could decline in value.

The market price of our common stock following this offering may fluctuate substantially as a result of many factors, some of which are beyond our control. These fluctuations could cause you to lose all or part of the value of your investment in our common stock. Factors that could cause fluctuations in the market price of our common stock include the following:

•: quarterly variations in our results of operations;
•: results of operations that vary from the expectations of securities analysts and investors;
•: results of operations that vary from those of our competitors;
•: changes in expectations as to our future financial performance, including financial estimates by securities analysts;
•: announcements by us or our competitors of significant contracts, acquisitions, or capital commitments;
•: announcements by third parties of significant claims or proceedings against us;
•: regulatory developments in the United States;
•: future sales of our common stock, and additions or departures of key personnel; and
•: general domestic and international economic, market and currency factors and conditions unrelated to our performance.

In addition, the stock market in general has experienced significant price and volume fluctuations that have often been unrelated or disproportionate to operating performance of individual companies. These broad market factors may seriously harm the market price of our common stock, regardless of our operating performance. In the past, following periods of volatility in the market price of a company's securities, securities class action litigation has often been instituted. A securities class action suit against us could result in significant liabilities and, regardless of the outcome, could result in substantial costs and the diversion of our management's attention and resources.

Our common stock has no prior market and our stock price may decline after the offering.

Before this offering, there has been no public market for shares of our common stock. Although we have applied to have our common stock listed on the NASDAQ Global Market, an active trading market for our common stock may not develop or, if it develops, may not be sustained after this offering. Our company and the representatives of the underwriters will negotiate to determine the initial public offering price. The initial public offering price may be higher than the market price of our common stock after the offering and you may not be able to sell your shares of our common stock at or above the price you paid in the offering. As a result, you could lose all or part of your investment.

Investors purchasing common stock in this offering will experience immediate and substantial dilution.

The initial public offering price of shares of our common stock is substantially higher than the pro forma as adjusted net tangible book value per outstanding share of our common stock. You will incur

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immediate and substantial dilution of $ per share in the pro forma as adjusted net tangible book value of shares of our common stock, based on an assumed initial public offering price of $ , the midpoint of the range set forth on the cover of this prospectus. In addition, we have outstanding options with exercise prices significantly below the initial public offering price. To the extent outstanding options are ultimately exercised, there will be further dilution of the common stock sold in this offering.

Future sales, or the perception of future sales, of a substantial amount of our common shares could depress the trading price of our common stock.

If we or our stockholders sell substantial amounts of our shares of common stock in the public market following this offering or if the market perceives that these sales could occur, the market price of shares of our common stock could decline. These sales may make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem appropriate, or to use equity as consideration for future acquisitions.

Upon completion of this offering, based on the number of shares outstanding as of September 30, 2015, we will have 500,000,000 shares of common stock authorized and shares of common stock outstanding. Of these shares, the shares to be sold in this offering will be freely tradable. We, our executive officers and directors, and a substantial majority of our stockholders have entered into agreements with the underwriters not to sell or otherwise dispose of shares of our common stock for a period of at least 180 days following completion of this offering, with certain exceptions. Immediately upon the expiration of this lock-up period, shares will be freely tradable pursuant to Rule 144 under the Securities Act of 1933 by non-affiliates and another shares will be eligible for resale pursuant to Rule 144 under the Securities Act of 1933, subject to the volume, manner of sale, holding period and other limitations of Rule 144.

In addition, promptly following the completion of this offering, we intend to file one or more registration statements on Form S-8 registering the issuance of approximately shares of common stock subject to options or other equity awards issued or reserved for future issuance under our equity incentive plans. Shares registered under these registration statements on Form S-8 will be available for sale in the public market subject to vesting arrangements and exercise of options, the lock-up agreements described above and the restrictions of Securities Act Rule 144 in the case of our affiliates.

If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they change their recommendations regarding our stock adversely, or if our actual results differ significantly from our guidance, our stock price and trading volume could decline.

The trading market for our common stock will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market or our competitors. If any of the analysts who may cover us change their recommendation regarding our stock adversely, or provide more favorable relative recommendations about our competitors, our stock price would likely decline. If any analyst who may cover us were to cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.

In addition, from time to time, we may release earnings guidance or other forward-looking statements in our earnings releases, earnings conference calls or otherwise regarding our future performance that represent our management's estimates as of the date of release. Some or all of the assumptions of any future guidance that we furnish may not materialize or may vary significantly from actual future results. Any failure to meet guidance or analysts' expectations could have a material adverse effect on the trading price or volume of our stock.

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Anti-takeover provisions in our charter documents could discourage, delay or prevent a change in control of our company and may affect the trading price of our common stock.

Our corporate documents, to be effective upon completion of this offering, and the Delaware General Corporation Law contain provisions that may enable our board of directors to resist a change in control of our company even if a change in control were to be considered favorable by you and other stockholders. These provisions:

•: authorize the issuance of "blank check" preferred stock that could be issued by our board of directors to help defend against a takeover attempt;
•: establish advance notice requirements for nominating directors and proposing matters to be voted on by stockholders at stockholder meetings;
•: prohibit our stockholders from calling a special meeting and prohibit stockholders from acting by written consent; and
•: require supermajority stockholder voting to effect certain amendments to our certificate of incorporation and bylaws.

In addition, Delaware law prohibits large stockholders, in particular those owning 15% or more of our outstanding voting stock, from merging or consolidating with us except under certain circumstances. These provisions and other provisions under Delaware law could discourage, delay or prevent a transaction involving a change in control of the Company. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and cause us to take other corporate actions you desire.

Concentration of ownership of our common stock among our existing executive officers, directors and principal stockholders may limit new investors from influencing significant corporate decisions.

Upon completion of this offering, our executive officers, directors and current beneficial owners of 5% or more of our common stock and their respective affiliates will, in aggregate, beneficially own approximately % of our outstanding common stock assuming the underwriters do not exercise their right to purchase any additional shares. These persons, acting together, would be able to influence all matters requiring stockholder approval, including the election and removal of directors and any merger or other significant corporate transactions. The interests of this group of stockholders may not coincide with our interests or the interests of other stockholders.

We do not expect to pay any dividends on our common stock for the foreseeable future.

We currently expect to retain all future earnings, if any, for future operation, expansion and debt repayment and have no current plans to pay any cash dividends to holders of our common stock for the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of our board of directors and will depend on, among other things, our operating results, financial condition, cash requirements, contractual restrictions and other factors that our board of directors may deem relevant. In addition, we must comply with the covenants in our credit agreements in order to be able to pay cash dividends, and our ability to pay dividends generally may be further limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur. As a result, you may not receive any return on an investment in our common stock unless you sell our common stock for a price greater than that which you paid for it.

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We may invest or spend the proceeds of this offering in ways with which you may not agree or in ways that may not yield a return.

Our management will have considerable discretion in the application of the net proceeds of this offering, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may be invested with a view towards long-term benefits for our stockholders and this may not increase our operating results or market value. Until the net proceeds are used, they may be placed in investments that do not produce significant income or that may lose value.

While we currently qualify as an "emerging growth company" under the JOBS Act, we cannot be certain if we take advantage of the reduced disclosure requirements applicable to emerging growth companies that we will not make our common stock less attractive to investors. Once we lose emerging growth company status, the costs and demands placed upon our management are expected to increase.

The JOBS Act permits "emerging growth companies" like us to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies. As long as we qualify as an emerging growth company, we would be permitted, and we intend to, omit the auditor's attestation on internal control over financial reporting that would otherwise be required by the Sarbanes-Oxley Act, as described above. We also intend to take advantage of the exemption provided under the JOBS Act from the requirements to submit say-on-pay, say-on-frequency and say-on-golden parachute votes to our stockholders and we will avail ourselves of reduced executive compensation disclosure that is already available to smaller reporting companies.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as we are an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of these benefits until we are no longer an emerging growth company or until we affirmatively and irrevocably opt out of this exemption. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

Following this offering, we will continue to be an emerging growth company until the earliest to occur of (i) the last day of the fiscal year during which we had total annual gross revenues of at least $1 billion (as indexed for inflation), (ii) the last day of the fiscal year following the fifth anniversary of the date of the first sale of common stock under this registration statement, (iii) the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt, or (iv) the date on which we are deemed to be a "large accelerated filer," as defined under the Exchange Act. Once we lose emerging growth company status, we expect the costs and demands placed upon our management to increase, as we would have to comply with additional disclosure and accounting requirements.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve substantial risks and uncertainties. The forward-looking statements are contained principally in the sections entitled "Prospectus Summary," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business," but are also contained elsewhere in this prospectus. In some cases, you can identify forward-looking statements by the words "may," "might," "will," "could," "would," "should," "expect," "intend," "plan," "aim," "objective," "anticipate," "believe," "estimate," "predict," "project," "potential," "continue," "ongoing," "target," "seek" or the negative of these terms, or other comparable terminology intended to identify statements about the future. Forward-looking statements contained in this prospectus include, but are not limited to, statements about:

•: our future financial performance, including our revenue, costs of revenue, operating expenses and profitability;
•: the sufficiency of our cash and cash equivalents to meet our liquidity needs;
•: our predictions about industry and market trends;
•: our ability to attract and retain customers to use our products and solutions;
•: our ability to successfully expand in our existing markets and into new markets and industry verticals; and
•: our ability to effectively manage our growth and future expenses.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this prospectus.

These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained in this prospectus, we caution you that these statements are based on a combination of facts and factors currently known by us and our expectations of the future, about which we cannot be certain.

You should refer to the "Risk Factors" section of this prospectus for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. As a result, of these factors, we cannot assure you that the forward-looking statements in this prospectus will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

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INDUSTRY AND MARKET DATA

Unless otherwise indicated, information in this prospectus concerning economic conditions, our industry, our markets and our competitive position is based on a variety of sources, including information from third-party industry analysts and publications and our own estimates and research. Some of the industry and market data contained in this prospectus are based on third-party industry publications, including those generated by Aberdeen Group, Inc., Ardent Partners, Everest Global, Inc., Gallup, Inc. Gartner, Inc., and PayStream Advisors Inc. This information involves a number of assumptions, estimates and limitations. The sources of the third-party industry publications referred to elsewhere in this prospectus are:

•: Anderson, Ed et al. "Forecast: Public Cloud Services, Worldwide, 2012-2018, 4Q14 Update." Gartner, Inc. December 30, 2014, or a Gartner Report;
•: Ball, Bryan. "B2B Collaboration: The Impact and Advantages of Managed File Transfer." Aberdeen Group. June 2012;
•: Bartolini, Andrew. "ePayables 2014: The Quest." Ardent Partners. May 2014;
•: Nink, Marco. "B2Bs Win by Building Relationships, Not Selling on Price." Copyright 2013 Gallup, Inc., or the Gallup Content;
•: Gaur, Dhananjai, Saurabh Gupta, Abhishek Menon, and Avinish Mittal. "Procurement Outsourcing—Annual Report 2014: Expanding New Horizons." Everest Global, Inc. June 13, 2014;
•: PayStream Advisors. "Data Capture for Accounts Payable." October 24, 2013;
•: PayStream Advisors. "2014 Global eInvoicing Report." January 30, 2015;
•: Tyagi, Ankita. "From the Shadows to the Forefront: AP Automation and the Strategic Vision." Aberdeen Group. October 1, 2013; and
•: Wilson, Deborah R. "Build a Compelling Procurement Business Case for Indirect Procure-to-Pay Technology." Gartner, Inc. June 2, 2014, or a Gartner Report.

The industry publications, surveys and forecasts and other public information generally indicate or suggest that their information has been obtained from sources believed to be reliable. None of the third-party industry publications used in this prospectus were prepared on our behalf. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in "Risk Factors." These and other factors could cause results to differ materially from those expressed in these publications.

The Gartner Reports described herein and referred to herein as the Gartner Reports represent data, research opinions or viewpoints published as part of a syndicated subscription service by Gartner, Inc., or Gartner. Each Gartner Report speaks as of its original publication date (and not as of the date of this prospectus) and the opinions expressed in the Gartner Reports are subject to change without notice.

Gartner does not endorse any vendor, product or service depicted in its research publications, and does not advise technology users to select only those vendors with the highest ratings. Gartner research publications consist of the opinions of Gartner's research organization and should not be construed as statements of fact. Gartner disclaims all warranties, expressed or implied, with respect to this research, including any warranties of merchantability or fitness for a particular purpose. The Gallup Content described and referred to herein is the property of Gallup, Inc. The Gallup Content is used with permission; however, Gallup, Inc. reserves all rights and retains all rights of republication.

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USE OF PROCEEDS

We estimate that the net proceeds from our issuance and sale of shares of our common stock in this offering will be approximately $ million, or approximately $ million if the underwriters exercise their option in full, based upon an assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The principal purposes of this offering are to create a public market for our common stock, to increase our capitalization, to enhance our public profile and brand, and to facilitate our future access to the public capital markets, as well as to obtain additional capital. We may use a portion of the net proceeds from this offering to acquire, invest in or license complementary products, technologies or businesses, but we currently have no agreements or commitments with respect to any potential acquisition, investment or in-license. In addition, if we do not apply some or all of the proceeds towards acquisitions, we may use some of the remaining net proceeds from this offering to reduce the outstanding indebtedness under the long-term promissory notes issued to three separate lending institutions in connection with purchase of equipment for certain of our asset management leasing operations. The priority of any such potential repayments has not been determined. These notes bear interest and mature as follows:

•: Various notes with principal amounts totaling $0.3 million as of September 30, 2015 issued to PNC Equipment Finance, LLC. These notes bear interest rates ranging from 3.71% to 4.04% and mature in monthly installments through November 2016.
•: Various notes with principal amounts totaling $31.0 million as of September 30, 2015 issued to Mercedes Financial Services USA LLC. These notes bear interest rates ranging from 4.75% to 5.30% and mature in equal monthly installments beginning in June 2017 through September 2020.
•: Various notes with principal amounts totaling $3.0 million as of September 30, 2015 issued to Volvo Financial Services. These notes bear interest rates ranging from 4.45% to 4.70% and mature in equal monthly installments beginning in May 2017 through May 2018.

Finally, we may use the remainder of the net proceeds from this offering for working capital and general corporate purposes, including investing in our sales and marketing and product enhancement efforts. We may allocate funds from other sources to fund some or all of these activities.

The expected use of net proceeds from this offering represents our intention based upon our present plans and business conditions. We cannot predict with certainty all of the particular uses for the proceeds of this offering or the amounts that we will actually spend on the uses set forth above. Accordingly, our management will have significant flexibility in applying the net proceeds of this offering.

The timing and amount of our actual expenditures will be based on many factors, including cash flows from operations and the anticipated growth of our business. Pending their use, we intend to invest the net proceeds of this offering in a variety of capital-preservation investments, including short- and intermediate-term, interest-bearing, investment-grade securities.

Each $1.00 increase or decrease in the assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase or decrease the net proceeds to us from this offering by approximately $ million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same.

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DIVIDEND POLICY

We have never declared or paid any cash dividends on our common stock. We anticipate that we will retain any earnings to support operations and to finance the growth and development of our business. Accordingly, we do not expect to pay cash dividends on our common stock in the foreseeable future. In addition, the terms of our loan agreements governing our long-term debt obligations prohibit us from paying dividends.

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of September 30, 2015:

•: on an actual basis without any adjustments to reflect subsequent or anticipated events;
•: on a pro forma basis reflecting (i) the vesting of shares of restricted common stock upon the consummation of this offering, (ii) the recognition of compensation expense for 900,000 options described for which performance conditions will be satisfied upon the effectiveness of this offering (see Note 13 to our consolidated financial statements contained elsewhere in this prospectus) and (iii) the reclassification of our redeemable common stock to stockholders' equity and additional paid in capital in connection with the termination of our shareholders' agreement effective upon the completion of this offering; and
•: on a pro forma as adjusted basis reflecting the receipt by us of the net proceeds from the sale of shares of common stock in this offering at an assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us and excluding the exercise of any option held by the underwriters with respect to this offering, and the application of proceeds from the offering as described in "Use of Proceeds" as if each had occurred on September 30, 2015.

The following information is illustrative only of our cash and cash equivalents and capitalization following the completion of this offering and will change based on the actual initial public offering price and other terms of this offering determined at pricing. You should read this table together with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our financial statements and the related notes appearing elsewhere in this prospectus.

	As of September 30, 2015

	Actual			Pro Forma		Pro Forma As Adjusted
	(In thousands, except share and per share amounts)
Cash and cash equivalents	$	32,767		$		$



Long-term debt (including current portion)	$	87,349		$		$
Redeemable common stock: 2,368,649 shares issued and outstanding, actual; no shares outstanding, pro forma and pro forma as adjusted		8,344			—		—
Preferred stock, $0.001 par value per share actual, pro forma and pro forma as adjusted; 25,000,000 shares authorized, actual, pro forma and pro forma as adjusted; no shares issued and outstanding, actual, pro forma and pro forma as adjusted					—		—
Stockholders' equity (deficit):
Common stock, par value $0.001 per share actual, pro forma and pro forma as adjusted: 500,000,000 shares authorized, actual, pro forma and pro forma as adjusted; 857,245 shares issued and 853,843 shares outstanding, actual; shares issued and outstanding, pro forma; shares issued and outstanding, pro forma as adjusted		1
Additional paid-in capital		4,766
Retained earnings		22,014
Treasury stock, at cost 3,402 shares actual, no shares pro forma and pro forma as adjusted		(105	)

Total stockholders' equity		26,676

Total capitalization	$	122,369		$		$

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The number of shares on an actual basis in the preceding table does not include:

•: 1,001,250 shares of common stock issuable upon exercise of options outstanding at a weighted-average exercise price of $8.82 per share under our Equity and Incentive Plan as of September 30, 2015;
•: an additional 100,907 shares of our common stock reserved for future issuance under our Equity Incentive Plan as of September 30, 2015;
•: an additional 365,505 shares of our common stock reserved for issuance under our 2011 Director Stock Purchase Plan and 2011 Employee Stock Purchase Plan as of September 30, 2015;
•: an additional 733,333 shares of our common stock to be reserved for future issuance under our 2015 Equity Incentive Plan following this offering; and
•: an additional 66,667 shares of our common stock to be reserved for future issuance under our 2015 Employee Stock Purchase Plan following this offering.

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DILUTION

If you invest in our common stock in this offering, your interest will be diluted to the extent of the difference between the initial public offering price per share and the pro forma as adjusted net tangible book value per share of our common stock immediately after this offering. Net tangible book value per share is determined by dividing our total tangible assets less total liabilities by the number of outstanding shares of common stock, excluding common stock subject to redemption.

As of September 30, 2015, we had a net tangible book value of $24.2 million, or $28.33 per share of common stock. On a pro forma basis, after giving effect to the vesting of shares of restricted stock and the reclassification of our redeemable common stock to stockholders' equity and additional paid in capital in connection with the termination of our shareholders' agreement effective upon the completion of this offering, our net tangible book value would have been approximately $24.2 million, or $7.51 per share.

Investors participating in this offering will incur immediate and substantial dilution. After giving effect to the issuance and sale of shares of our common stock in this offering at an assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of September 30, 2015, would have been approximately $ million, or $ per share of common stock. This represents an immediate increase in the pro forma net tangible book value of $ per share to existing stockholders and an immediate dilution of $ per share to investors purchasing shares of our common stock in this offering. The following table illustrates this per share dilution on a per share basis:


Assumed initial public offering price per share			$
Pro forma net tangible book value per share as of September 30, 2015	$	7.51
Increase in pro forma net tangible book value per share attributable to this offering per share to existing investors

Pro forma as adjusted net tangible book value per share after this offering

Dilution per share to new investors			$

The dilution information discussed above is illustrative only and will change based on the actual initial public offering price and other terms of this offering determined at pricing. Each $1.00 increase or decrease in the assumed initial public offering price of $ per share would increase or decrease our pro forma as adjusted net tangible book value by approximately $ per share, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same.

If the underwriters exercise their option in full to purchase additional shares of common stock from us in this offering, the pro forma as adjusted net tangible book value per share after the offering would be $ per share, the increase in the pro forma net tangible book value per share to existing stockholders would be $ per share and the dilution per share to new investors purchasing common stock in this offering would be $ per share.

The following table illustrates the differences between the number of shares of common stock purchased from us, the total consideration paid, and the average price per share paid by existing stockholders and new investors purchasing shares of our common stock in this offering based on an assumed initial public offering price of $ per share, the midpoint of the price range on the cover

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page of this prospectus, and before deducting underwriting discounts and commissions and estimated offering expenses as of September 30, 2015 on an as adjusted basis.

					Total Consideration

	Shares Purchased
	Shares Purchased								Average Price Per Share
	Number	Percent			Amount	Percent			Average Price Per Share
Existing stockholders				%				%
New investors

Total			100.0	%	$		100.0	%

Each $1.00 increase or decrease in the assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase or decrease the total consideration paid by new investors by $ million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same.

The foregoing table excludes:

•: 1,001,250 shares of common stock issuable upon exercise of options outstanding at a weighted-average exercise price of $8.82 per share under our Equity and Incentive Plan as of September 30, 2015;
•: an additional 100,907 shares of our common stock reserved for future issuance under our 2008 Equity Incentive Plan;
•: an additional 365,505 shares of our common stock reserved for issuance under our 2011 Director Stock Purchase Plan and 2011 Employee Stock Purchase Plan as of September 30, 2015;
•: an additional 733,333 shares of our common stock to be reserved for future issuance under our 2015 Equity Incentive Plan following this offering; and
•: an additional 66,667 shares of our common stock to be reserved for future issuance under our 2015 Employee Stock Purchase Plan following this offering.

In addition, if the underwriters exercise their option to purchase additional shares in full, the number of shares held by new investors would increase to , or % of the total number of shares of our common stock outstanding after this offering.

The shares of our common stock reserved for future issuance under our equity benefit plans will be subject to automatic annual increases in accordance with the terms of the plans. To the extent that options are exercised, new options are issued under our equity incentive plan or we issue additional shares of common stock in the future, there will be further dilution to investors participating in this offering. In addition, we may choose to raise additional capital because of market conditions or strategic considerations, even if we believe that we have sufficient funds for our current or future operating plans. If we raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

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SELECTED CONSOLIDATED FINANCIAL DATA

The following selected consolidated financial data for the years ended December 31, 2012, 2013 and 2014 and the selected consolidated balance sheet data as of December 31, 2013 and 2014 are derived from our audited consolidated financial statements included elsewhere in this prospectus. We have derived the summary consolidated statement of income for the nine months ended September 30, 2014 and 2015 and balance sheet data as of September 30, 2015 from our unaudited consolidated interim financial statements appearing elsewhere in this prospectus. The unaudited consolidated financial data for the nine months ended September 30, 2014 and 2015 and as of September 30, 2015 includes all adjustments, consisting only of normal recurring accruals that are necessary in the opinion of our management for a fair presentation of our financial position and results of operations for these periods. Our historical results are not necessarily indicative of the results to be expected in the future.

The selected consolidated financial data should be read together with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and in conjunction with the consolidated financial statements, related notes, and other financial information included elsewhere in this prospectus.

Consolidated statements of income

	Year Ended December 31,									Nine Months Ended September 30,

	2012			2013			2014			2014			2015
	(In thousands, except per share amounts)
Revenue:
Financial process automation solutions	$	8,440		$	18,914		$	24,073		$	17,876		$	21,073
Procurement solutions		10,021			10,391			12,071			9,254			8,852
Asset management solutions		39,093			38,079			48,652			36,729			35,230

Total revenue		57,554			67,384			84,796			63,859			65,155
Direct costs of revenue (excluding depreciation and amortization shown separately below):
Financial process automation solutions		3,918			7,518			8,291			6,247			7,105
Procurement solutions		928			1,124			1,200			788			874
Asset management solutions		22,384			18,199			26,783			21,599			19,239

Total direct costs of revenue		27,230			26,841			36,274			28,634			27,218
Operating expenses:
Sales and marketing		11,497			12,491			15,100			11,149			12,106
General and administrative		6,345			6,784			7,902			6,063			5,638
Depreciation and amortization		10,341			10,191			10,622			7,750			9,434
Other income		—			—			—			—			(463	)

Total operating expenses		28,183			29,466			33,624			24,962			26,715

Operating income		2,141			11,077			14,898			10,263			11,222
Interest expense		(1,280	)		(3,239	)		(3,296	)		(2,499	)		(2,435	)
Interest income		68			80			110			86			106
Foreign exchange gain (loss), net		43			(382	)		(639	)		(384	)		(1,035	)

Income before income taxes		972			7,536			11,073			7,466			7,858
Provision for income taxes		344			2,893			4,245			2,853			3,622

Net income	$	628		$	4,643		$	6,828		$	4,613		$	4,236



Net income per common share:
Basic	$	0.20		$	1.50		$	2.17		$	1.47		$	1.34
Diluted	$	0.19		$	1.43		$	2.08		$	1.41		$	1.28
Weighted average common shares outstanding:
Basic		3,127,832			3,101,515			3,144,540			3,142,239			3,158,981
Diluted		3,254,173			3,238,735			3,283,317			3,279,964			3,300,776

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Consolidated balance sheet data

	As of December 31,

	As of December 31,				As of September 30, 2015
	2013		2014		As of September 30, 2015
	(In thousands)
Cash and cash equivalents	$	22,300	$	25,673	$	32,767
Total current assets		138,322		159,627		192,753
Total assets		191,510		215,062		255,432
Total current liabilities		95,783		113,051		126,913
Total non-current liabilities		72,342		71,600		93,499
Total redeemable common stock		8,266		8,344		8,344
Stockholders' equity		15,119		22,067		26,676

Other key financial metrics

	Year Ended December 31,						Nine Months Ended September 30,

	2012		2013		2014		2014		2015
	(In thousands)
Adjusted revenue	$	42,330	$	53,281	$	62,359	$	45,459	$	49,548
Adjusted EBITDA		12,612		21,579		25,880	$	18,279	$	20,968

To provide investors with additional information regarding our financial results, we have used adjusted revenue and adjusted EBITDA, both of which are non-GAAP measures, within this prospectus.

We have included these non-GAAP measures in this prospectus because they are key measures used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans. In addition, we believe that the exclusion of the items eliminated in calculating adjusted revenue and adjusted EBITDA can provide useful measures for period-to-period comparisons of our core business. Accordingly, we believe that these non-GAAP measures provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors.

These non-GAAP measures are subject to limitations, including those described in this section. As such, you should consider adjusted revenue and adjusted EBITDA alongside other GAAP-based financial performance measures, including revenue and net income, and our other GAAP financial results. Management addresses the inherent limitations associated with using these measures through disclosure of such limitations, presentation of our financial statements in accordance with GAAP and reconciliation of the non-GAAP measures to the most directly comparable GAAP measure in each case. A reconciliation of each non-GAAP measure to the most directly comparable GAAP-based measure along with material limitations of such measure are included in this section.

Adjusted revenue

We define adjusted revenue as revenue calculated in accordance with GAAP less the direct cost of revenue- asset management solutions- cost of equipment sold. Adjusted revenue excludes the effects of the gross presentation in revenue of our sales of equipment. Although we sell equipment in support of certain of our asset management services, it is not our primary line of business. As such, we use adjusted revenue to include only the net profit on sales of equipment.

Although adjusted revenue measures are frequently used by investors and securities analysts in their evaluations of companies, adjusted revenue measures have limitations as analytical tools, and you

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should not consider them in isolation or as a substitute for analysis of our results of operations as reported under GAAP. Some of these limitations are:

•: adjusted revenue does not reflect the full value of the equipment sold for which we took risk of loss while in inventory; and
•: other companies, including companies in our industry, may calculate adjusted revenue or similarly titled measures differently, which reduces its usefulness as a comparative measure.

Because of these and other limitations, you should consider adjusted revenue alongside other GAAP-based financial performance measures, including total revenue and our other GAAP financial results. Management addresses the inherent limitations associated with using adjusted revenue through disclosure of such limitations, presentation of our financial statements in accordance with GAAP and reconciliation of adjusted revenue to the most directly comparable GAAP measure, total revenue. The following table presents a reconciliation of adjusted revenue to total revenue for each of the periods identified.

	Year Ended December 31,									Nine Months Ended September 30,

	2012			2013			2014			2014			2015
	(In thousands)
Total revenue	$	57,554		$	67,384		$	84,796		$	63,859		$	65,155
Adjustments:
Less: direct cost of revenue- asset management solutions- cost of equipment sold		(15,224	)		(14,103	)		(22,437	)		(18,400	)		(15,607	)

Adjusted revenue	$	42,330		$	53,281		$	62,359		$	45,459		$	49,548

Adjusted EBITDA

We define adjusted EBITDA as net income calculated in accordance with GAAP plus: (i) interest expense; (ii) provision for income tax; (iii) depreciation; (iv) amortization; (v) stock-based compensation expense; and (vi) foreign currency losses (gains) associated with remeasurement of our foreign transactions into our functional currency, the U.S. dollar.

Although adjusted EBITDA measures are frequently used by investors and securities analysts in their evaluations of companies, adjusted EBITDA measures each have limitations as an analytical tool, and you should not consider them in isolation or as a substitute for analysis of our results of operations as reported under GAAP. Some of these limitations are:

•: although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;
•: adjusted EBITDA does not reflect cash interest income or expense;
•: adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
•: adjusted EBITDA does not reflect the potentially dilutive impact of stock-based compensation;
•: adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us; and
•: other companies, including companies in our industry, may calculate adjusted EBITDA or similarly titled measures differently, which reduces its usefulness as a comparative measure.

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Because of these and other limitations, you should consider adjusted EBITDA alongside other GAAP-based financial performance measures, including various cash flow metrics, net income and our other GAAP financial results. Management addresses the inherent limitations associated with using adjusted EBITDA through disclosure of such limitations, presentation of our financial statements in accordance with GAAP and reconciliation of adjusted EBITDA to the most directly comparable GAAP measure, net income. Further, management also reviews GAAP measures, and evaluates individual measures that are not included in adjusted EBITDA such as our level of capital expenditures and interest expense, among other items.

The following table presents a reconciliation of adjusted EBITDA to net income, the most comparable GAAP measure, for each of the periods identified.

	Year Ended December 31,							Nine Months Ended September 30,

	2012			2013		2014		2014		2015
	(In thousands)
Net income	$	628		$	4,643	$	6,828	$	4,613	$	4,236
Adjustments:
Interest expense		1,280			3,239		3,296		2,499		2,435
Provision for income taxes		344			2,893		4,245		2,853		3,622
Depreciation and amortization		10,341			10,191		10,622		7,750		9,434

		12,593			20,966		24,991		17,715		19,727
Adjustments:
Stock-based compensation expense		62			231		250		180		206
Foreign currency losses (gains) associated with remeasurement		(43	)		382		639		384		1,035

Adjusted EBITDA	$	12,612		$	21,579	$	25,880	$	18,279	$	20,968

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MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the consolidated financial statements and accompanying notes and the information contained in other sections of this prospectus, particularly under the headings "Risk Factors," "Selected Consolidated Financial Data" and "Business." It contains forward-looking statements that involve risks and uncertainties, and is based on the beliefs of our management, as well as assumptions made by, and information currently available to, our management. Our actual results could differ materially from those anticipated by our management in these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this prospectus, particularly under the heading "Risk Factors."

Overview

We are a growing provider of technology-enabled business-to-business solutions for the financial process, procurement and asset management needs of businesses. We leverage our proprietary technology, deep expertise and supplier and vendor relationships to help enterprises and organizations of varying sizes manage complex and dynamic operational and administrative processes that are frequently managed internally and have required substantial internal resources. While we originated as a provider of procurement and fleet management solutions for the transportation industry and a large portion of our customers remain in the transportation industry, we have used our technology and the expertise we developed to offer robust financial process automation solutions and advanced procurement solutions to companies in multiple industries in recent years.

Our financial process automation solutions represented 28.4% and 32.3% of our total revenue and 38.6% and 42.5% of our adjusted revenue during the year ended December 31, 2014 and the nine months ended September 30, 2015, respectively. These solutions consist primarily of our cloud-based technology offerings that automate accounts receivable and accounts payable processes for our clients, including e-invoicing, credit and collections management, working capital management, and reporting analytics. We generated this revenue from two principal products: CorConnect, our accounts receivable automation platform; and COR360, our accounts payable automation platform. We generally earn a fee based on the total dollar value of the transactions processed for our CorConnect customers, with such fee based in part on whether we take credit risk on behalf of those customers. We also earn a fee per invoice processed for COR360 customers. Our financial process automation solutions revenue was a rapidly growing area of our business with growth in the year ended December 31, 2014 of 27.3% as compared to the same period in the prior year and a CAGR of 68.9% from the year ended December 31, 2012 to the year ended December 31, 2014. Our financial process automation solutions revenue continues to be a rapidly growing area of our business with growth in the nine months ended September 30, 2015 of 17.9% as compared to the nine months ended September 30, 2014. The recent growth in our financial process automation solutions revenue was largely driven by the addition in February 2013 of a network of suppliers, all of whom are parts dealers for Daimler. These parts dealers and their customers accounted for 47.7% and 49.6% of our financial process automation solutions revenue and 13.5% and 16.1% of our total revenue during the year ended December 31, 2014 and the nine months ended September 30, 2015, respectively, but were not a material relationship prior to 2013.

Our procurement solutions represented 14.2% and 13.6% of our total revenue and 19.4% and 17.9% of our adjusted revenue during the year ended December 31, 2014 and the nine months ended September 30, 2015, respectively. These solutions, which currently predominantly support transportation-related needs, enable participants in our network of purchasers and suppliers to optimize their procurement processes from inventory sourcing to payment and collection management and include group purchasing and spend management tools. We typically earn fees from our customers that purchase through our programs and the suppliers that participate in our programs. Our procurement solutions revenue has experienced steady growth since our inception with growth in the year ended

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December 31, 2014 of 16.2% as compared to the prior year. However, our procurement solutions revenue declined in the nine months ended September 30, 2015 by 4.3% as compared to the nine months ended September 30, 2014 due to a reduction in the selling prices of the underlying products in transactions where our fees are based on a percentage of the value of such transactions.

Our asset management solutions represented 57.4% and 54.1% of our total revenue and 42.0% and 39.6% of our adjusted revenue during the year ended December 31, 2014 and the nine months ended September 30, 2015, respectively. These solutions provide strategic planning, asset acquisition, sales of equipment and disposition, and asset financing alternatives to help businesses lower the total cost of capital asset ownership through a comprehensive menu of data-driven solutions. Our asset management solutions are currently focused almost entirely on the transportation sector. We earn fees for equipment financing provided directly by us and for our services in coordinating the resale of assets or the arrangement of third-party financing. Although much of the service we provide to our customers focuses on asset planning, we typically only earn revenue when our customers act on that planning. Our asset management solutions revenue can vary substantially from period to period since the underlying asset value directly aligns with the revenue we receive in connection with our solutions, particularly for our sales of equipment services. However, our direct costs (excluding depreciation and amortization) related to this solution are generally consistent relative to revenue period over period.

We originally founded our business in 1996 to help independent commercial truck operators to aggregate their purchasing activity to obtain leveraged pricing and effectively compete with larger companies. As we have grown and evolved since that time, we had the following key milestones in the development of our business:

•: In 1998, our first year providing procurement solutions, we processed transactions with a face value of $5.4 million through our procurement solutions.
•: In 2002, we acquired Corcentric, our primary technology provider at the time, to establish a proprietary technology platform for our procurement solutions. We have since successfully leveraged that technology to introduce our financial process automation solutions; our CorConnect product line is based on the technology we acquired with Corcentric.
•: In 2006, we acquired NationaLease Purchasing Corporation to form the largest transportation volume-based procurement organization in North America. Also in 2006, we processed the one millionth invoice for our customers through CorConnect.
•: In 2010, we acquired the COR360 accounts payable automation solution to expand our technology offerings and CURE Leasing and Maintenance to expand our leasing offerings to the transportation industry.
•: In 2013, we processed over $7.8 billion in transaction volume through our financial process automation and procurement solutions for our customers and their transaction partners, primarily due to welcoming the Daimler parts dealers network onto our supplier network beginning in February 2013.
•: In 2014, we processed over 9.2 million transactions for our customers through our financial process automation solutions representing over $12.2 billion in transaction volume, which includes transactions processed for our procurement solutions customers.

We now provide a comprehensive suite of technology-enabled solutions primarily supporting the transportation industry, including not only end users of transportation equipment, but also suppliers, equipment manufacturers and their distributors. We also address adjacent industries with similar financial process, procurement and asset management challenges. For example, our solutions are utilized across a broad range of additional industries including manufacturing, retail, healthcare, banking, entertainment and higher education.

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As we have expanded the availability and capabilities of our solutions, particularly the financial process automation solution, our growth has generally accelerated since 2012:

•: Our total revenue grew 25.8% to $84.8 million during the year ended December 31, 2014 as compared to $67.4 million during the prior year and 2.0% to $65.2 million during the nine months ended September 30, 2015 as compared to $63.9 million during the same period in the prior year.
•: Our net income was $6.8 million during the year ended December 31, 2014, an increase of $2.2 million from $4.6 million during the prior year, and was $4.2 million during the nine months ended September 30, 2015, a decrease of $0.4 million from $4.6 million during the same period in the prior year.
•: Our adjusted EBITDA grew 19.9% to $25.9 million during the year ended December 31, 2014 as compared to $21.6 million during the prior year and 14.7% to $21.0 million during the nine months ended September 30, 2015 as compared to $18.3 million during the same period in the prior year.

Key financial metrics

	Year Ended December 31,						Nine Months Ended September 30,

	2012		2013		2014		2014		2015
	(In thousands)
Total revenue	$	57,554	$	67,384	$	84,796	$	63,859	$	65,155
Net income		628		4,643		6,828		4,613		4,236
Adjusted revenue		42,330		53,281		62,359		45,459		49,548
Adjusted EBITDA		12,612		21,579		25,880		18,279		20,968

We monitor the key metrics set forth in the preceding table to help us evaluate trends, establish budgets, measure the effectiveness and efficiency of our operations and gauge our cash generation. We discuss total revenue and the components of net income in the sections titled "—Components of operating results" and "—Results of operations." The other metrics presented are described in further detail as follows:

Adjusted revenue

We define adjusted revenue as revenue calculated in accordance with GAAP less the direct cost of revenue- asset management solutions- cost of equipment sold. Although we sell equipment in support of certain of our asset management services, it is not our primary line of business. As such, we use adjusted revenue to include only the net profit on sales of equipment.

Adjusted EBITDA

Adjusted revenue and adjusted EBITDA are non-GAAP measures. A reconciliation of these non-GAAP measures to the most directly comparable GAAP-based measures along with a summary of the definition and material limitations of each measure are included in the section titled "Selected Consolidated Financial Data—Other key financial metrics."

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Factors affecting our performance

We believe that the growth of our business and our future success depend on various opportunities, challenges and other factors, including the following:

Key customer acquisition

Growth in our customer base is an important factor that contributes to our revenue growth. We believe that we have opportunities to further penetrate the transportation industry, as well as continue to expand into other industries. However, the number and size of new customers signed may vary from period to period. Our growth may also rely on our ability to obtain new customers and customer networks with substantial transaction volume that result in large opportunities for us to generate additional revenue. For example, our recent growth in financial process automation solutions revenue was largely driven by the establishment of our relationship with Daimler in February 2013 and the resulting increase in transaction volume. Transactions between Daimler's parts dealers and their customers were 47.7% and 49.6% of our financial process automation solutions revenue and 13.5% and 16.1% of our total revenue during the year ended December 31, 2014 and the nine months ended September 30, 2015, respectively, but were not a material relationship prior to 2013. Our future growth will depend on our ability to attract additional large customers.

Differentiated solutions and expertise

Our ability to differentiate our offerings from our competitors is critical to our ability to win and retain business. Many of our competitors are pure software and technology providers that do not address the credit risk and financial needs of their customers. Alternatively, many of our competitors are financial and leasing institutions that do not provide technology or expertise in financial process management, procurement or asset management. We must continue to demonstrate our expertise and invest in innovation in all fields to remain attractive to our customers.

Supplier relationship

The number and quality of the suppliers we offer are factors that are critical to our ability to attract and retain customers, which in turn is a key driver of our revenue. As of September 30, 2015, our customers have access to more than 5,000 dealers and distributors for over 135 suppliers using our solutions. As we develop our relationships with our vendors, they generally are willing to provide us with more favorable terms. Improved terms and access to more suppliers helps us to attract additional customers. Similarly, as our customer base grows, more suppliers are willing to participate in our network. Furthermore, as our customer base continues to diversify across industries, we have opportunities to reach new suppliers in additional industry verticals. We intend to continue to develop and cultivate our supplier relationships by providing suppliers with opportunities for effective brand positioning and high-volume sales to an attractive customer base. Our ability to deliver these benefits will affect the volume and pricing of goods we are able to purchase from our suppliers in the more immediate future and the number of customers that we retain and new customers that we add in the long-term.

Sales and implementation cycles

Our solutions often address archaic, neglected and entrenched processes of our customers. Although our solutions are generally easy to implement technologically, they may also require a process and cultural change for an organization, which may cause the length of our sales cycle to vary as different organizations take varying times to determine whether to implement our solutions. As such, our sales cycles may be difficult to predict on a quarterly basis, which may frequently influence our results of operations.

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Effective credit and collections management

In many cases, for customers using CorConnect, we pay supplier invoices on their behalf prior to receiving payment from those customers. In order to manage our own risk exposure, we must efficiently and effectively screen our customers to ensure they do not create excessive credit risk for us. Our solutions enable this regular review process by collecting data regarding every transaction processed through our solutions in real-time, which allows us to track changes in customer behavior. Historically, we have not incurred substantial uncollectible debts from our customers as we have been successful at managing our credit and collections risk, which we have done by reviewing and assessing the historical level of write offs for our customers with a similar risk profile, known economic or industry trends, and customer specific information each quarter. This enables us to manage our credit risk by regularly reassessing the risk assigned to each customer and modifying, if needed, such risk and the amount of credit extended to the customer.

Macroeconomic factors

Many of our solutions rely on increased transaction volume to generate revenue and profitability. However, the transaction volume in business-to-business goods and services is historically susceptible to macroeconomic trends. For example, overall downturns in consumer spending typically leads to less demand for business-to-business operations. Many of the industries we serve are acutely reactive to macroeconomic conditions. This may lead to variability in our periodic results.

Components of operating results

Revenue sources

We primarily generate revenue from three solution types: financial process automation, procurement and asset management.

Financial process automation solutions

We generated financial process automation solutions revenue from two principal products: CorConnect, our accounts receivable automation platform; and COR360, our accounts payable automation platform.

•: CorConnect. For our CorConnect clients, we provide a closed-loop private commerce network that electronically connects suppliers, and their vendors or dealers, to their purchasers. In order to facilitate these transactions, in many cases we pay invoices directly on behalf of purchasers and take responsibility for collections from those purchasers so suppliers in our network do not need to do so. Our fees are derived from a percentage of the dollar volume of transactions processed through CorConnect for which we assume credit risk. However, for scenarios in which we do not assume credit risk on a purchaser's behalf, we receive a fixed fee per transaction. Although we pay the suppliers directly, we are not the primary obligor to deliver goods or services in these transactions to purchasers. As such, we only recognize revenue for the portion of the gross transaction value that we retain for our fees. We recognize revenue at the time we accept a transaction in CorConnect. Our contracts with CorConnect clients typically have a term between three and seven years. Total revenue related to CorConnect clients was $7.9 million, $17.5 million, $21.6 million, $16.1 million and $18.6 million for the years ended December 31, 2012, 2013 and 2014, and the nine months ended September 30, 2014 and 2015, respectively. We processed 1.8 million, 5.0 million, 6.2 million, 4.6 million and 5.1 million transactions for our CorConnect participants for which we assumed credit risk during the years ended December 31, 2012, 2013 and 2014, and the nine months ended September 30, 2014 and 2015, respectively. Each purchase generates two transactions within our system, which are the receipt of an invoice from the supplier for the purchase and the transmission of such invoice to the purchaser. Our average transaction size was $543, $423, $421, $423 and $423 during the years ended

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December 31, 2012, 2013 and 2014, and the nine months ended September 30, 2014 and 2015, respectively. This represented a total transaction volume for which we assumed credit risk of $0.5 billion, $1.1 billion, $1.3 billion, $1.0 billion and $1.1 billion during the years ended December 31, 2012, 2013 and 2014 and the nine months ended September 30, 2014 and 2015, respectively. Total revenue related to CorConnect clients for which we assumed credit risk was $7.4 million, $16.9 million, $20.7 million, $15.6 million and $18.1 million for the years ended December 31, 2012, 2013 and 2014, and the nine months ended September 30, 2014 and 2015, respectively. In addition, we processed an additional 0.7 million, 0.9 million, 1.3 million, 0.9 million and 1.1 million transactions for our CorConnect participants in which we did not assume credit risk during the years ended December 31, 2012, 2013 and 2014, and the nine months ended September 30, 2014 and 2015, respectively. Total revenue related to CorConnect clients for which we did not assume credit risk was $0.5 million, $0.6 million, $0.9 million, $0.5 million and $0.5 million for the years ended December 31, 2012, 2013 and 2014, and the nine months ended September 30, 2014 and 2015, respectively.

•: COR360. Our customers pay a fee for their use of COR360 that is typically based on the number of invoices processed. We generally recognize revenue for the transaction at the time the invoice is processed through COR360. Our contracts with COR360 customers typically have a term between one and three years. In addition, customers pay a fixed monthly fee to use COR360. Finally, we typically receive a one-time implementation fee from new COR360 users. Total revenue related to COR360 clients was $0.5 million, $1.4 million, $2.5 million, $1.8 million and $2.5 million for the years ended December 31, 2012, 2013 and 2014 and the nine months ended September 30, 2014 and 2015, respectively. We processed 0.3 million, 0.8 million, 1.7 million, 1.3 million and 1.3 million transactions for our COR360 participants during the years ended December 31, 2012, 2013 and 2014, and the nine months ended September 30, 2014 and 2015, respectively.

Our financial process automation solutions revenue was a rapidly growing area of our business with growth in the year ended December 31, 2014 of 27.3%, representing 28.4% of our total revenue as compared to the same period in the prior year and a CAGR of 68.9% from the year ended December 31, 2012 to the year ended December 31, 2014. Our financial process automation solutions revenue continues to be a strong area of our business with growth in the nine months ended September 30, 2015 of 17.9% as compared to the nine months ended September 30, 2014. The recent growth in our financial process automation solutions revenue was largely driven by the addition in February 2013 of a network of suppliers, all of whom are parts dealers for Daimler. Transactions between Daimler's parts dealers and their customers were 47.7% and 49.6% of our total financial process automation solutions revenue during the year ended December 31, 2014, and the nine months ended September 30, 2015, respectively but were not a material relationship prior to 2013. We expect this solution to continue to be an area of growth for our business in the immediate future as we strive to capitalize on our reputation for success with a large network such as Daimler's to attract additional large networks of customers.

Procurement solutions

We receive revenue from procurement solutions from both purchasers and our suppliers as follows:

•: Revenue from purchasers. Buyers in our procurement networks pay us a fee in connection with their transactions. Fees are based on a product margin that varies by procurement program and typically includes a nominal fee per invoice.
•: Revenue from suppliers. Suppliers that participate in our network pay us a fee calculated either as a percentage of the transaction value under specific preferred procurement programs or as a pre-determined fee per transaction or item.

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Our procurement solutions revenue has generally experienced growth since our inception including growth of 16.2% in the year ended December 31, 2014 as compared to the prior year. Although we experienced a decrease in the nine months ended September 30, 2015 as compared to the same period in the period year, we expect this solution to continue to be an area of growth for our business in the future.

Asset management solutions

Our asset management solutions have historically represented a majority of our revenue. Our asset management solutions provide a comprehensive offering of data-driven fleet management services including vehicle remarketing, asset planning and financing, and leasing and maintenance services. Although much of the service we provide to our customers focuses on asset planning, we typically only earn revenue when our customers act on that planning with our assistance in the following ways:

•

Fees for sales of equipment services. We facilitate the planning, marketing, and execution of capital asset divestitures for our customers using our extensive experience and database of qualified buyers. We typically receive a fee based on the total amount of the resale transaction value. In certain circumstances, we may purchase the asset outright from a customer, make necessary repairs or improvements and hold the asset for resale. We have not generally carried more than $2.5 million of assets held for sale at a given time during prior years (with an average monthly carrying value of $0.8 million during the last three fiscal years), nor have we typically held assets in inventory for longer than 120 days. Total revenue earned from our sales of equipment services was $16.5 million, $14.9 million, $23.6 million, $19.4 million and $16.5 million for the years ended December 31, 2012, 2013 and 2014, and the nine months ended September 30, 2014 and 2015, respectively.

•

Fees for leasing services. We provide equipment financing through operating leases for certain customers that are affiliated with sponsor organizations that agree to remit amounts due directly to us. Our revenue related to operating leases was $11.3 million, $11.0 million, $10.2 million, $7.6 million and $7.2 million for the years ended December 31, 2012, 2013 and 2014, and the nine months ended September 30, 2014 and 2015, respectively.

•

Fees for other services. We provide various other services to our customers. Our revenue related to other services was $11.3 million, $12.2 million, $14.8 million, $9.7 million and $11.6 million for the years ended December 31, 2012, 2013 and 2014, and the nine months ended September 30, 2014 and 2015, respectively. Our services within this category include:

•: Lease brokerage services—We match our customers with financial institutions who can meet their financing needs and receive a fee from the financial institution.
•: Asset planning services—We help customers identify the equipment that best meets their needs and we receive a commission from the equipment manufacturer.
•: Maintenance services—We provide maintenance planning and administration services to our customers. This includes both arranging planned maintenance and "road rescue" maintenance required when a vehicle becomes disabled. Through these services we match our customer with a qualified services professional that is able to meet their needs in the most convenient manner. We receive a flat fee for each transaction that we arrange in addition to a commission, which is assessed as a percentage of the underlying service cost.
•: Membership services—We provide national sales, training and educational support to certain leasing organizations for which we receive membership dues.

Our asset management solutions revenue experienced steady growth in earlier periods of our business but is not growing as rapidly as our other solutions or is modestly declining in certain of our asset management solutions services lines in recent periods and thus is becoming an increasingly

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smaller percentage of our overall revenues in recent periods. Our asset management solutions revenue, particularly in our sales of equipment services, can vary substantially period to period since the underlying asset value, can have a substantial impact on our total revenue, notwithstanding that our profitability related to this solution area is generally consistent with prior periods. We expect this solution to continue to be an area of growth for our business.

Costs of revenue

We record direct costs of revenue related to our three solution types as follows:

Financial process automation solutions

Direct costs of financial process automation revenue primarily consist of bad debt expense related to uncollectible accounts receivable, direct support personnel costs, related-facilities rent and technology-related expenses such as hosting and support costs related to delivery of our solutions.

Procurement solutions

Direct costs of procurement revenue primarily consists of direct support personnel costs and processing fees assessed by our financial process automation solutions segment that represent an estimate of the costs incurred by our financial process automation solutions segment as described above.

Asset management solutions

Direct costs of asset management revenue primarily consists of costs that we incur to facilitate sales of equipment and to support our leasing and service operations, including the costs we incur to acquire equipment for sales, direct support personnel costs, bad debt expense, maintenance and other operational expenses. This is historically one of our largest costs since it often includes the direct cost of asset purchases that we incur in certain financing and equipment sales offerings.

Operating expenses

Sales and marketing expense

Sales and marketing expense primarily consists of compensation paid to our sales personnel. We generally compensate our sales personnel with a base salary plus a commission related to their sales. Commissions have historically been based on the revenue or gross profit we collect from customers for which sales personnel have primary responsibility. The percentage of revenue or gross profit paid as commission will vary depending on the type of client, type of transaction and composition of the sales team.

We expect these costs to increase on a dollar basis and as a percentage of revenue following this offering as we intend to increase our overall profile in other industries for our financial process automation and procurement solutions.

General and administrative expense

Our general and administrative expenses primarily consist of compensation costs for our information systems, finance and administrative support employees. This expense also includes stock-based compensation related to this function. Historically, we have managed our business with relatively modest general and administrative expenses. However, we expect these costs to increase modestly on a dollar basis and as a percentage of revenue following this offering as we expect that we will incur increased costs as a result of being a public company. We expect to incur additional compensation costs to maintain competitive compensation levels for our senior management and to invest in additional key

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personnel to support various public company functions such as financial reporting, enhanced internal controls and investor relations.

Depreciation and amortization

Our depreciation expense is primarily attributable to our depreciation of revenue earning equipment which is either on lease with a customer or awaiting assignment to a customer. Depreciation of revenue-earning equipment is recorded using the straight line method over the useful life of the asset, which ranges from two and a half to ten years. We periodically review and adjust, as appropriate, the residual value and useful lives of revenue earning equipment. Our review of residual values and useful life of revenue-earning equipment is established with a long-term view considering historical market price changes, current and expected future market price trends and the expected life of the equipment. We also recognize depreciation expense attributable to purchases of computer hardware and software, equipment and furniture and fixtures. Our amortization expense is primarily attributable to the amortization of our internally developed software on a straight line basis over its estimated useful life, which is typically three years and intangible assets, which consist primarily of customer relationships, with amortization based on an estimated customer attrition of 25 years.

We expect these costs to remain generally consistent on a dollar basis and to decline as a percentage of revenue as our business grows. However, it may increase in the future as our business focus shifts more towards supporting our financial process automation and procurement solutions, and we make additional capital investments to support those areas.

Reporting segments

We generate revenue and manage our business principally through three reporting segments: financial process automation solutions, procurement solutions and asset management solutions. Shared services include general expenses to support all segments that are not allocated. Our management evaluates our reportable segments on the basis of revenue and operating income. Our management does not consider separate asset disclosure as a measure of segment performance, and we therefore do not present a segmented balance sheet. See note 18 to our year-end consolidated financial statements and note 16 to our interim consolidated financial statements appearing elsewhere in this prospectus for more information about our reporting segments and details of the operating income of our reporting segments.

	Year Ended December 31, 2012

	Financial Process Automation		Procurement		Asset Management		Shared Services			Total
	(In thousands)
Revenue	$	8,440	$	10,021	$	39,093	$	—		$	57,554
Direct costs of revenue (excluding depreciation and amortization shown separately below)		3,918		928		22,384		—			27,230
Operating expenses:
Sales and marketing		1,389		2,813		6,588		707			11,497
General and administrative		—		—		—		6,345			6,345
Depreciation and amortization		1,071		—		8,936		334			10,341

Total operating expenses		2,460		2,813		15,524		7,386			28,183

Operating income	$	2,062	$	6,280	$	1,185	$	(7,386	)	$	2,141

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	Year Ended December 31, 2013

	Financial Process Automation		Procurement		Asset Management		Shared Services			Total
	(In thousands)
Revenue	$	18,914	$	10,391	$	38,079	$	—		$	67,384
Direct costs of revenue (excluding depreciation and amortization shown separately below)		7,518		1,124		18,199		—			26,841
Operating expenses:
Sales and marketing		1,687		2,804		7,063		937			12,491
General and administrative		—		—		—		6,784			6,784
Depreciation and amortization		1,870		—		7,977		344			10,191

Total operating expenses		3,557		2,804		15,040		8,065			29,466

Operating income	$	7,839	$	6,463	$	4,840	$	(8,065	)	$	11,077

	Year Ended December 31, 2014

	Financial Process Automation		Procurement		Asset Management		Shared Services			Total
	(In thousands)
Revenue	$	24,073	$	12,071	$	48,652	$	—		$	84,796
Direct costs of revenue (excluding depreciation and amortization shown separately below)		8,291		1,200		26,783		—			36,274
Operating expenses:
Sales and marketing		2,736		3,270		7,818		1,276			15,100
General and administrative		—		—		—		7,902			7,902
Depreciation and amortization		3,038		—		7,134		450			10,622

Total operating expenses		5,774		3,270		14,952		9,628			33,624

Operating income	$	10,008	$	7,601	$	6,917	$	(9,628	)	$	14,898

	Nine Months Ended September 30, 2014

	Financial Process Automation		Procurement		Asset Management		Shared Services			Total
	(In thousands)
Revenue	$	17,876	$	9,254	$	36,729	$	—		$	63,859
Direct costs of revenue (excluding depreciation and amortization shown separately below)		6,247		788		21,599		—			28,634
Operating expenses:
Sales and marketing		2,047		2,583		5,729		790			11,149
General and administrative		—		—		—		6,063			6,063
Depreciation and amortization		2,045		—		5,425		280			7,750

Total operating expenses		4,092		2,583		11,154		7,133			24,962

Operating income	$	7,537	$	5,883	$	3,976	$	(7,133	)	$	10,263

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	Nine Months Ended September 30, 2015

	Financial Process Automation		Procurement		Asset Management			Shared Services			Total
	(In thousands)
Revenue	$	21,073	$	8,852	$	35,230		$	—		$	65,155
Direct costs of revenue (excluding depreciation and amortization shown separately below)		7,105		874		19,239			—			27,218
Operating expenses:
Sales and marketing		2,229		2,584		6,070			1,223			12,106
General and administrative		—		—		—			5,638			5,638
Depreciation and amortization		3,181		—		5,838			415			9,434
Other income		—		—		(463	)		—			(463	)

Total operating expenses		5,410		2,584		11,445			7,276			26,715

Operating income	$	8,558	$	5,394	$	4,546		$	(7,276	)	$	11,222

Results of operations

The following table sets forth selected consolidated statements of income for each of the periods indicated.

	Year Ended December 31,									Nine Months Ended September 30,

	2012			2013			2014			2014			2015
	(In thousands)
Revenue:
Financial process automation solutions	$	8,440		$	18,914		$	24,073		$	17,876		$	21,073
Procurement solutions		10,021			10,391			12,071			9,254			8,852
Asset management solutions:
Sales of equipment		16,452			14,885			23,620			19,411			16,457
Service revenue		11,319			12,220			14,814			9,749			11,621
Operating lease revenue		11,322			10,974			10,218			7,569			7,152

Total revenue		57,554			67,384			84,796			63,859			65,155

Direct costs of revenue (excluding depreciation and amortization shown separately below):
Financial process automation solutions		3,918			7,518			8,291			6,247			7,105
Procurement solutions		928			1,124			1,200			788			874
Asset management solutions:
Cost of equipment sold		15,224			14,103			22,437			18,400			15,607
Direct cost of service and leasing revenue		7,160			4,096			4,346			3,199			3,632

Total direct costs of revenue		27,230			26,841			36,274			28,634			27,218
Operating expenses:
Sales and marketing		11,497			12,491			15,100			11,149			12,106
General and administrative		6,345			6,784			7,902			6,063			5,638
Depreciation and amortization		10,341			10,191			10,622			7,750			9,434
Other income		—			—			—			—			(463	)

Total operating expenses		28,183			29,466			33,624			24,962			26,715

Operating income		2,141			11,077			14,898			10,263			11,222
Interest expense		(1,280	)		(3,239	)		(3,296	)		(2,499	)		(2,435	)
Interest income		68			80			110			86			106
Foreign exchange gain (loss), net		43			(382	)		(639	)		(384	)		(1,035	)

Income before income taxes		972			7,536			11,073			7,466			7,858
Provision for income taxes		344			2,893			4,245			2,853			3,622

Net income	$	628		$	4,643		$	6,828		$	4,613		$	4,236

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The following table sets forth our consolidated statements of income as a percentage of total revenue for each of the periods indicated.

	Year Ended December 31,									Nine Months Ended September 30,

	2012			2013			2014			2014			2015
Revenue:
Financial process automation solutions		14.7	%		28.1	%		28.4	%		28.0	%		32.3	%
Procurement solutions		17.4			15.4			14.2			14.5			13.6
Asset management solutions:
Sales of equipment		28.5			22.1			27.9			30.4			25.3
Service revenue		19.7			18.1			17.4			15.2			17.8
Operating lease revenue		19.7			16.3			12.1			11.9			11.0

Total revenue		100.0			100.0			100.0			100.0			100.0
Direct costs of revenue (excluding depreciation and amortization shown separately below):
Financial process automation solutions		6.8			11.1			9.8			9.8			10.9
Procurement solutions		1.6			1.7			1.5			1.2			1.3
Asset management solutions:
Cost of equipment sold		26.5			20.9			26.4			28.8			24.0
Direct cost of service and leasing revenue		12.4			6.1			5.1			5.0			5.6

Total direct costs of revenue		47.3			39.8			42.8			44.8			41.8
Operating expenses:
Sales and marketing		20.0			18.6			17.8			17.5			18.6
General and administrative		11.0			10.1			9.3			9.5			8.7
Depreciation and amortization		18.0			15.1			12.5			12.1			14.5
Other income		—			—			—			—			(0.7	)

Total operating expenses		49.0			43.8			39.6			39.1			41.1

Operating income		3.7			16.4			17.6			16.1			17.1
Interest expense		(2.2	)		(4.8	)		(3.9	)		(3.9	)		(3.7	)
Interest income		0.1			0.1			0.1			0.1			0.2
Foreign exchange gain (loss), net		0.1			(0.6	)		(0.8	)		(0.6	)		(1.6	)

Income before income taxes		1.7			11.1			13.0			11.7			12.0
Provision for income taxes		0.6			4.3			5.1			4.6			5.6

Net income		1.1	%		6.8	%		7.9	%		7.1	%		6.4	%

Comparison of nine months ended September 30, 2014 and 2015

Revenue and direct costs of revenue (excluding depreciation and amortization)

	Nine Months Ended September 30,				Change from Prior Period

	2014		2015		$			%
	(Dollars in thousands)
Total revenue	$	63,859	$	65,155	$	1,296			2.0	%
Total direct costs of revenue (excluding depreciation and amortization)	$	28,634	$	27,218	$	(1,416	)		(4.9	)%

Our total revenue increased by $1.3 million, or 2.0%, to $65.2 million in the nine months ended September 30, 2015 from $63.9 million in the nine months ended September 30, 2014. The increase was predominantly driven by significant growth in our financial process automation solutions segment,

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where revenues increased by $3.2 million, and our lease brokerage business within our asset management solutions segment, where service revenues increased by $1.9 million. These increases were offset by lower revenue in other areas, primarily our asset management solutions revenue, where revenue from sales of used equipment decreased by $3.0 million.

Our overall costs of revenue (excluding depreciation and amortization) decreased by $1.4 million, or 4.9%, to $27.2 million in the nine months ended September 30, 2015 from $28.6 million in the nine months ended September 30, 2014. This was largely driven by lower cost of equipment sold within our asset management solutions segment.

Financial process automation solutions

	Nine Months Ended September 30,				Change from Prior Period					Percentage of Total Revenue

	2014		2015		$		%			2014			2015
	(Dollars in thousands)
Financial process automation solutions revenue	$	17,876	$	21,073	$	3,197		17.9	%		28.0	%		32.3	%
Direct costs of financial process automation solutions revenue (excluding depreciation and amortization		6,247		7,105		858		13.7	%		9.8	%		10.9	%

The increase in our financial process automation solutions revenue was predominantly driven by a 12.8% increase in the dollar volume of transactions processed during the nine months ended September 30, 2015 as compared to nine months ended September 30, 2014. Transactions between Daimler's parts dealers and their customers accounted for approximately 48.7% and 50.1% of the gross financial process automation dollar volume processed on our CorConnect platform during the nine months ended September 30, 2014 and 2015, respectively.

The increase in our direct costs of financial process automation solutions revenue was largely driven by higher personnel costs, which increased by $0.9 million and higher data management expenses, which increased by $0.1 million. These increases were partially offset by lower bad debt expenses, which decreased by $0.3 million.

Procurement solutions

	Nine Months Ended September 30,				Change from Prior Period						Percentage of Total Revenue

	2014		2015		$			%			2014			2015
	(Dollars in thousands)
Procurement solutions revenue	$	9,254	$	8,852	$	(402	)		(4.3	)%		14.5	%		13.6	%
Direct costs of procurement solutions revenue (excluding depreciation and amortization)		788		874		86			10.9	%		1.2	%		1.3	%

The decrease in our procurement solutions revenue was predominately driven by a reduction in the underlying prices of certain products sold through our purchasing programs, where we earn our revenue based upon a percentage of the gross transaction value. This decline was offset somewhat by increased purchasing volumes.

Our direct cost of procurement solutions revenue (excluding depreciation and amortization) increased modestly as we did not need to significantly expand our procurement infrastructure in order to meet increased volume demands. However, revenue decreased modestly more so as compared to the costs for our procurement programs.

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Asset management solutions

	Nine Months Ended September 30,				Change from Prior Period						Percentage of Total Revenue

	2014		2015		$			%			2014			2015
	(Dollars in thousands)
Asset management solutions revenue:
Sales of equipment	$	19,411	$	16,457	$	(2,954	)		(15.2	)%		30.4	%		25.3	%
Service revenue		9,749		11,621		1,872			19.2			15.2			17.8
Operating lease revenue		7,569		7,152		(417	)		(5.5	)		11.9			11.0

Total	$	36,729	$	35,230	$	(1,499	)		(4.1	)%		57.5	%		54.1	%
Cost of asset management solutions revenue (excluding depreciation and amortization):
Cost of equipment sold	$	18,400	$	15,607	$	(2,793	)		(15.2	)%		28.8	%		24.0	%
Direct cost of service and leasing revenue		3,199		3,632		433			13.5			5.0			5.6

Total	$	21,599	$	19,239	$	(2,360	)		(10.9	)%		33.8	%		29.6	%

The decrease in asset management solutions revenue was largely driven by decreased equipment sales. The decrease in our equipment sales was primarily due to lower prices for units sold in 2015 compared to 2014 as our average selling prices decreased by 22.4% during the period. Total units sold increased by 37 units during the nine months ended September 30, 2015, a 9.2% increase from the nine months ended September 30, 2014. Costs of equipment sold also decreased proportionately to the decrease in revenue.

Our service revenue increased primarily due to a higher dollar volume of financing transactions within our lease brokerage business during the nine months ended September 30, 2015 as compared to the nine months ended September 30, 2014.

Our leasing revenue declined slightly during the nine months ended September 30, 2015 as compared to the nine months ended September 30, 2014. The decline is primarily attributable to our reduced fleet size. During 2013, we began phasing out certain aged trucks from our fleet to focus our business on newer, more reliable equipment. The phase out continued during 2014, which resulted in a smaller fleet size during the nine months ended September 30, 2015 as compared to the nine months ended September 30, 2014. The focus on newer equipment has allowed us to improve our asset utilization and increase our revenue per unit during the nine months ended September 30, 2015 as compared to the nine months ended September 30, 2014.

Our direct costs of service and leasing revenue (excluding depreciation and amortization) increased modestly during the nine months ended September 30, 2015 as compared to the nine months ended September 30, 2014. The most significant drivers of the increase were higher bad debt expenses and higher refurbishment costs incurred to prepare our assets for lease, which each increased by $0.1 million as compared to the same period in the prior year.

Operating expenses

Sales and marketing

	Nine Months Ended September 30,				Change from Prior Period					Percentage of Total Revenue

	2014		2015		$		%			2014			2015
	(Dollars in thousands)
Sales and marketing	$	11,149	$	12,106	$	957		8.6	%		17.5	%		18.6	%

Sales and marketing expense increased by $1.0 million, or 8.6%, to $12.1 million in the nine months ended September 30, 2015. This increase was largely due to additional costs related to

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increased efforts to develop our brand awareness, particularly for our financial process automation and procurement solutions. Additional increases were driven in part by increased headcount and increased attendance at our annual customer conference resulting in additional event costs.

General and administrative

	Nine Months Ended September 30,				Change from Prior Period						Percentage of Total Revenue

	2014		2015		$			$			2014			2015
	(Dollars in thousands)
General and administrative	$	6,063	$	5,638	$	(425	)		(7.0	)%		9.5	%		8.7	%

General and administrative expense decreased by $0.4 million, or 7.0%, to $5.6 million in the nine months ended September 30, 2015. The decrease was largely driven by lower personnel expenses, which decreased $0.3 million.

Depreciation and amortization

	Nine Months Ended September 30,				Change from Prior Period					Percentage of Total Revenue

	2014		2015		$		%			2014			2015
	(Dollars in thousands)
Depreciation and amortization	$	7,750	$	9,434	$	1,684		21.7	%		12.1	%		14.5	%

Depreciation and amortization increased by $1.7 million, or 21.7%, to $9.4 million in the nine months ended September 30, 2015. This increase was due to amortization of our internally developed software within our financial process automation solutions segment, which was driven by increased investment in software development personnel.

Other income

	Nine Months Ended September 30,					Change from Prior Period						Percentage of Total Revenue

	2014		2015			$			$			2014		2015
	(Dollars in thousands)
Other income	$	—	$	(463	)	$	(463	)		—	%		—		(0.7	)%

Other income increased primarily due to gains on sales of revenue earning equipment during the nine months ended September 30, 2015.

Non-operating income and expenses

	Nine Months Ended September 30,						Change from Prior Period						Percentage of Total Revenue

	2014			2015			$			%			2014			2015
	(Dollars in thousands)
Interest expense	$	(2,499	)	$	(2,435	)	$	(64	)		(2.6	)%		(3.9	)%		(3.7	)%
Interest income		86			106			20			23.3			0.1			0.2
Foreign exchange loss		(384	)		(1,035	)		(651	)		(169.5	)		(0.6	)		(1.6	)
Provision for income taxes		2,853			3,622			769			27.0			4.6			5.6

Interest expense decreased slightly during the period and was primarily driven by lower interest rates on our revolving line of credit. The lower interest rates were partially offset by higher average balances on our line of credit to support the working capital needs resulting from an increase in our accounts receivable balance.

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The foreign exchange loss increased during the nine months ended September 30, 2015 as compared to the same period during 2014 due to the U.S. dollar strengthening relative to the Canadian dollar.

Income tax expense increased by $0.8 million, or 27.0%, to $3.6 million in the nine months ended September 30, 2015. This change was due primarily to an increase in our income before income taxes for the nine months ended September 30, 2015 compared to the prior period as well as an increase in our effective tax rate during the same period. The increase in the effective tax rate was driven by higher state taxes as a result of changes in state tax apportionments and $0.4 of additional tax expense related to the correction of prior period state income tax apportionments in connection with the filing of our 2014 income tax returns.

Comparison of years ended December 31, 2013 and 2014

Revenue and direct costs of revenue (excluding depreciation and amortization)

	Year Ended December 31,				Change from Prior Period

	2013		2014		$		%
	(Dollars in thousands)
Total revenue	$	67,384	$	84,796	$	17,412		25.8	%
Total direct costs of revenue (excluding depreciation and amortization)		26,841		36,274		9,433		35.1	%

Our total revenue increased by $17.4 million, or 25.8%, to $84.8 million in the year ended December 31, 2014 from $67.4 million in the year ended December 31, 2013. This increase was driven by all of our reporting segments, with financial process automation solutions and procurement solutions revenue increasing by 27.3% and 16.2%, respectively, on higher transaction processing volumes and asset management solutions revenue increasing 27.8% due to strong equipment sales.

Our overall direct costs of revenue (excluding depreciation and amortization) also increased by $9.4 million, or 35.1%, to $36.3 million in the year ended December 31, 2014 from $26.8 million in the year ended December 31, 2013. This was largely driven by increased costs related to equipment sales, which accounted for $8.3 million of the total increase. The remaining increase was driven by higher payroll costs as we increased headcount in our financial process automation solutions segment in order to support increased transaction processing volumes. Notwithstanding, our revenue growth generally outpaced the growth in our direct costs of revenue (excluding depreciation and amortization) period over period.

Financial process automation solutions

	Year Ended December 31,				Change from Prior Period					Percentage of Total Revenue

	2013		2014		$		%			2013			2014
	(Dollars in thousands)
Financial process automation solutions revenue	$	18,914	$	24,073	$	5,159		27.3	%		28.1	%		28.4	%
Direct costs of financial process automation solutions revenue (excluding depreciation and amortization)		7,518		8,291		773		10.3	%		11.1	%		9.8	%

The overall increase in our total revenue was driven in part by growth in our financial process automation solutions revenue, which grew to 28.4% of total revenue as compared to the prior year. The majority of that increase relates to the addition of the Daimler parts dealer network beginning in February 2013 that was fully reflected in the year ended December 31, 2014. Transactions between Daimler's parts dealers and their customers accounted for $8.5 million and $11.5 million of the financial process automation revenue, or 45.0% and 47.7%, during the years ended December 31, 2013

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and 2014, respectively. Our growth in revenue was almost entirely driven by additional transaction volume from existing customers. We processed 6.2 million financial process automation transactions in 2014, up 24.0% from volume in 2013. Our overall pricing and fee collected per invoice or per dollar processed was largely unchanged.

Our overall growth in financial process automation solutions revenue drove increased direct costs (excluding depreciation and amortization). Payroll and flexible staffing costs (net of amounts capitalized) increased by $0.7 million as we increased our headcount by five employees in order to support the growth in our transaction volume. Data capturing costs, insurance and web hosting expenses increased by $0.3 million, $0.1 million and $0.1 million, respectively. We expect that our costs will continue to increase if our transaction processing volume and the related revenue continues to increase. However, we believe that our revenue will increase at a greater rate than our direct costs (excluding depreciation and amortization). These cost increases were partially offset by a $0.7 million reduction in bad debt expense, which resulted from improved credit management procedures that shortened our collection cycle, improved our accounts receivable aging and reduced our collection risk.

Procurement solutions

	Year Ended December 31,				Change from Prior Period					Percentage of Total Revenue

	2013		2014		$		%			2013			2014
	(Dollars in thousands)
Procurement solutions revenue	$	10,391	$	12,071	$	1,680		16.2	%		15.4	%		14.2	%
Direct cost of procurement solutions revenue (excluding depreciation and amortization)		1,124		1,200		76		6.8	%		1.7	%		1.5	%

The increase in our procurement solutions revenue was predominately driven by a higher dollar volumes of purchasing by our existing customer base. However to a much lesser degree we also experienced an expansion of our customer base and favorable product mix and pricing levels, which also contributed to the increase. Increased purchases through our procurement programs allowed us to capture higher rebates and transaction fees.

Our direct cost of procurement solutions revenue (excluding depreciation and amortization) increased only modestly as we did not need to significantly expand our procurement infrastructure in order to meet increased volume demands. This is because our proprietary software platforms within our financial process automation solutions allow us to process large increases in the volume of transactions with minimal incremental cost. The increase in costs was primarily driven by increased payroll and related costs of $0.1 million.

Asset management solutions

	Year Ended December 31,				Change from Prior Period						Percentage of Total Revenue

	2013		2014		$			%			2013			2014
	(Dollars in thousands)
Asset management solutions revenue:
Sales of equipment	$	14,885	$	23,620	$	8,735			58.7	%		22.1	%		27.9	%
Service revenue		12,220		14,814		2,594			21.2			18.1			17.4
Operating lease revenue		10,974		10,218		(756	)		(6.9	)		16.3			12.1

Total	$	38,079	$	48,652	$	10,573			27.8	%		56.5	%		57.4	%
Direct costs of asset management solutions revenue (excluding depreciation and amortization):
Cost of equipment sold	$	14,103	$	22,437	$	8,334			59.1	%		20.9	%		26.4	%
Direct costs of service and leasing revenue		4,096		4,346		250			6.1			6.1			5.1

Total	$	18,199	$	26,783	$	8,584			47.2	%		27.0	%		31.5	%

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Asset management solutions revenue increased by $10.6 million, or 27.8% during the year ended December 31, 2014 as compared to the prior period. The increase in asset management solutions revenue was largely driven by increased equipment sales. The increase in our equipment sales was due to both increased pricing and to a lesser extent, increased volumes. The increased pricing is primarily attributable to the age of the equipment sold, which was substantially newer than the equipment sold in 2013. Our average sales price increased 38.8% during 2014 over 2013. We also benefited from increased product volumes as we sold 60 more units in 2014, a 14.2% increase from 2013.

The increase in our service revenue was primarily attributable to our lease brokerage business, which increased by $2.4 million driven primarily by a greater dollar volume of financing transactions.

Our leasing revenue declined slightly during the period. The decline is primarily attributable to a reduced fleet size. During 2013, we began phasing out certain aged trucks from our fleet and to focus our business on newer more reliable equipment. The phase out continued during 2014, which resulted in a continued reduction in fleet size. The focus on newer equipment has allowed us to significantly improve our asset utilization, which has resulted in a 26% increase in revenue per unit during 2014 as compared to 2013.

Our direct costs of service and leasing revenue (excluding depreciation and amortization) increased modestly from 2013. The most significant driver of the increase was bad debt expense, which increased by $0.3 million. Our remaining direct costs were largely flat. Our revenue growth outpaced our cost growth in this area.

Operating expenses

Sales and marketing

	Year Ended December 31,				Change from Prior Period					Percentage of Total Revenue

	2013		2014		$		%			2013			2014
	(Dollars in thousands)
Sales and marketing	$	12,491	$	15,100	$	2,609		20.9	%		18.6	%		17.8	%

Sales and marketing expense increased by $2.6 million, or 20.9%, to $15.1 million in the year ended December 31, 2014. The increase in our sales and marketing expense was primarily driven by greater personnel costs. Payroll and flexible staffing costs increased by $1.4 million as we increased our headcount by seven employees to support our sales and marketing efforts. Bonuses and commissions also increased by $0.3 million as a result of the strong operating results of the business. We also made significant investments in developing brand awareness during 2014, including increasing spending on advertising and trade events by approximately $0.7 million.

General and administrative

	Year Ended December 31,				Change from Prior Period					Percentage of Total Revenue

	2013		2014		$		%			2013			2014
	(Dollars in thousands)
General and administrative	$	6,784	$	7,902	$	1,118		16.5	%		10.1	%		9.3	%

General and administrative expense increased by $1.1 million, or 16.5%, to $7.9 million in the year ended December 31, 2014. The increase was largely driven by increased administrative costs, including compensation costs, for additional personnel and support services, including audit, insurance and professional fees, as we prepare to become a public company.

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Depreciation and amortization

	Year Ended December 31,				Change from Prior Period					Percentage of Total Revenue

	2013		2014		$		%			2013			2014
	(Dollars in thousands)
Depreciation and amortization	$	10,191	$	10,622	$	431		4.2	%		15.1	%		12.5	%

Depreciation and amortization increased by $0.4 million, or 4.2%, to $10.6 million in the year ended December 31, 2014. This increase was driven by increased amortization of previously capitalized salaries related to the development of our financial process automation software.

Non-operating income and expenses

	Year Ended December 31,						Change from Prior Period					Percentage of Total Revenue

	2013			2014			$		%			2013			2014
	(Dollars in thousands)
Interest expense	$	(3,239	)	$	(3,296	)	$	57		1.8	%		(4.8	)%		(3.9	)%
Interest income		80			110			30		37.5	%		0.1	%		0.1	%
Foreign exchange loss		(382	)		(639	)		257		67.3	%		(0.6	)%		(0.8	)%
Provision for income taxes		2,893			4,245			1,352		46.7	%		4.3	%		5.1	%

Interest expense and interest income were largely unchanged during the year ended December 31, 2014 as compared to the prior period.

Foreign exchange loss increased significantly in absolute dollars during the year ended December 31, 2014. This was largely driven by the effect of remeasurement of the assets and liabilities of foreign currency denominated transactions into United States dollars. The United States dollar strengthened relative to the Canadian dollar throughout the year ended December 31, 2014 resulting in the additional currency translation losses.

Income tax expense increased by $1.4 million from the prior year to $4.2 million during the year ended December 31, 2014. This change was due primarily to a significant increase in our 2014 income before income taxes as our effective tax rate was relatively unchanged at 38.3% during the year ended December 31, 2014 from 38.4% during the prior year. Our tax rate differed due to the effects of state income taxes and certain permanent items.

Comparison of years ended December 31, 2012 and 2013

Revenue and direct costs of revenue (excluding depreciation and amortization)

	Year Ended December 31,				Change from Prior Period

	2012		2013		$			%
	(Dollars in thousands)
Total revenue	$	57,554	$	67,384	$	9,830			17.1	%
Total direct costs of revenue (excluding depreciation and amortization)		27,230		26,841		(389	)		(1.4	)%

Our total revenue increased by $9.8 million, or 17.1%, to $67.4 million in the year ended December 31, 2013 from $57.6 million in the year ended December 31, 2012. The increase was largely driven by the addition of a large network of new customers to our financial process automation solutions. In February 2013, we added a network of suppliers, all of whom are parts dealers for Daimler. The customer activity related to those dealers accounted for $8.5 million of the increase in our financial process automation solutions revenue in 2013.

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Our overall direct costs of revenue (excluding depreciation and amortization) decreased by $0.4 million, or 1.4%, to $26.8 million in the year ended December 31, 2013 from $27.2 million in the year ended December 31, 2012. This was largely driven by a $3.1 million decrease in our leasing and service costs, which was driven by reduced fleet size in our leasing business.

Financial process automation solutions

	Year Ended December 31,				Change from Prior Period					Percentage of Total Revenue

	2012		2013		$		%			2012			2013
	(Dollars in thousands)
Financial process automation solutions revenue	$	8,440	$	18,914	$	10,474		124.1	%		14.7	%		28.1	%
Direct costs of financial process automation solutions revenue (excluding depreciation and amortization)		3,918		7,518		3,600		91.9	%		6.8	%		11.1	%

The overall increase in our total revenue was nearly entirely driven by growth in our financial process automation solutions revenue, which grew 124.1% as compared to the prior year. We attribute the increase to the addition of the Daimler parts dealer network beginning in February 2013. The customer activity related to those dealers prompted $8.5 million of the increase in our financial process automation revenue in 2013. Our overall pricing and fee collected per invoice or per dollar processed decreased resulting in a decline in revenue per transaction of 19.4%.

Our overall growth in financial process automation solutions revenue, however, drove increased direct costs (excluding depreciation and amortization), as we incurred additional interest costs relating to the increased financial process transaction volume processed through our system and also additional hosting and technology costs to process the increased volume. A substantial portion of this increase related to a $1.0 million increase in bad debt expense that we recorded during the year ended December 31, 2013. This increase was largely prompted by our increase in allowance for doubtful accounts as we generally carried a much larger accounts receivable balance throughout the year, due in large part to the substantial growth in our financial process automation solutions. As our financial process automation transaction volume increased, we took on more credit risk and carried more receivables due from our customers. We also incurred increased data costs of $0.5 million and other increased costs related to bank charges, postage, courier and supplies expense to support the increased volume. Notwithstanding, our financial process automation solutions revenue growth greatly outpaced the growth in our direct costs of those revenues (excluding depreciation and amortization) period over period.

Procurement solutions

	Year Ended December 31,				Change from Prior Period					Percentage of Total Revenue

	2012		2013		$		%			2012			2013
	(Dollars in thousands)
Procurement solutions revenue	$	10,021	$	10,391	$	370		3.7	%		17.4	%		15.4	%
Direct costs of procurement solutions revenue (excluding depreciation and amortization)		928		1,124		196		21.1	%		1.6	%		1.7	%

The increase in our procurement solutions revenue was primarily driven by an increased dollar value of transaction volumes from our existing customer base. However, to a lesser degree, we also experienced an expansion of our customer base, which helped contribute to the increase. The strengthening economy led to higher purchases through our procurement programs, which allowed us to capture higher rebates and transaction fees. Offsetting our gains, was unfavorable product mix as customer spending on programs with lower rebate levels increased.

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Our direct costs of procurement solutions revenue (excluding depreciation and amortization) increased primarily driven by increased personnel costs, of $0.1 million. Our remaining costs remained flat as we did not need to significantly expand our procurement infrastructure in order to meet increased volume demands. This is because our proprietary software platforms within our financial process automation solutions allow us to process large increases in the volume of transactions with minimal incremental cost.

Asset management solutions

	Year Ended December 31,				Change from Prior Period						Percentage of Total Revenue

	2012		2013		$			%			2012			2013
	(Dollars in thousands)
Asset management solutions revenue:
Sales of equipment	$	16,452	$	14,885	$	(1,567	)		(9.5	)%		28.5	%		22.1	%
Service revenue		11,319		12,220		901			8.0			19.7			18.1
Operating lease revenue		11,322		10,974		(348	)		(3.1	)		19.7			16.3

Total	$	39,093	$	38,079	$	(1,014	)		(2.6	)%		67.9	%		56.5	%
Direct costs of asset management solutions revenue (excluding depreciation and amortization):
Cost of equipment sold	$	15,224	$	14,103	$	(1,121	)		(7.4	)%		26.5	%		20.9	%
Direct costs of service and leasing revenue		7,160		4,096		(3,064	)		(42.8	)		12.4			6.1

Total	$	22,384	$	18,199	$	(4,185	)		(18.7	)%		38.9	%		27.0	%

Asset management solutions revenue decreased by $1.0 million, or 2.6% during the year ended December 31, 2013 as compared to the prior period. The decrease in asset management solutions revenue was largely driven by lower equipment sales. The decrease in equipment sales was primarily attributable to lower unit volumes, offset by higher pricing. We made the strategic decision during 2013 to focus on lower mileage, higher quality equipment. This decision contributed to our increased pricing of 13.2% per unit sold, but also negatively impacted our total units sold by 20.1%.

The increase in our service revenue was primarily attributable to our lease brokerage business, which increased by $0.7 million driven primarily by a greater dollar volume of financing transactions.

Our leasing revenue declined slightly during the period. The decline is primarily attributable to a reduced fleet size. We made the strategic decision during 2013 to begin phasing out certain aged trucks from our fleet and to focus our business on newer more reliable equipment. The focus on newer equipment allowed us to significantly improve our asset utilization, which has resulted in a 23.0% improvement in revenue per unit in 2013 as compared to 2012.

Despite greater equipment pricing, our direct cost of sales of equipment (excluding depreciation and amortization) increased at a greater rate from 2012, as we accepted some less profitable deals in order to secure increases in product volume.

Our direct costs of service and leasing revenue decreased significantly from 2012. This is primarily driven by lower maintenance expenses, which decreased $3.1 million as we phased out our older equipment. Our remaining costs were primarily flat across the periods. Our cost savings generally outpaced the reductions in our revenue in this area.

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Costs and operating expenses

Sales and marketing

	Year Ended December 31,				Change from Prior Period					Percentage of Total Revenue

	2012		2013		$		%			2012			2013
	(Dollars in thousands)
Sales and marketing	$	11,497	$	12,491	$	994		8.6	%		20.0	%		18.6	%

Sales and marketing expense increased by $1.0 million, or 8.6%, from the prior period to $12.5 million during the year ended December 31, 2013. This increase was largely due to an increase in headcount of our sales and marketing team of approximately nine full time personnel to a total of 67 sales and marketing employees on December 31, 2013, which increased payroll related expenses by $0.6 million. We also incurred additional costs related to incentive compensation, which increased by $0.3 million. To a lesser degree, we also incurred additional costs related to increased efforts to develop our brand awareness, particularly for our financial process automation and procurement solutions. Finally, we saw increased attendance at our annual customer conference, resulting in additional costs of that event.

General and administrative

	Year Ended December 31,				Change from Prior Period					Percentage of Total Revenue

	2012		2013		$		%			2012			2013
	(Dollars in thousands)
General and administrative	$	6,345	$	6,784	$	439		6.9	%		11.0	%		10.1	%

General and administrative expense increased by $0.4 million, or 6.9%, from the prior period to $6.8 million during the year ended December 31, 2013. Our administrative operations between these two periods were largely unchanged year over year.

Depreciation and amortization

	Year Ended December 31,				Change from Prior Period						Percentage of Total Revenue

	2012		2013		$			%			2012			2013
	(Dollars in thousands)
Depreciation and amortization	$	10,341	$	10,191	$	(150	)		(1.5	)%		18.0	%		15.1	%

Depreciation and amortization decreased by $(0.2) million, or (1.5)%, from the prior period to $10.2 million during the year ended December 31, 2013. This decrease was primarily driven by the reduction of our fleet size, partially offset by increased depreciation on internally developed software.

Non-operating income and expenses

	Year Ended December 31,						Change from Prior Period						Percentage of Total Revenue

	2012			2013			$			%			2012			2013
	(Dollars in thousands)
Interest expense	$	(1,280	)	$	(3,239	)	$	1,959			153.0	%		(2.2	)%		(4.8	)%
Interest income		68			80			12			17.6			0.1	%		0.1	%
Foreign exchange gain (loss), net		43			(382	)		(425	)		NM			0.1	%		(0.6	)%
Provision for income taxes		344			2,893			2,549			NM			0.6	%		4.3	%

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Interest expense increased $2.0 million from the prior period to $3.2 million during the year ended December 31, 2013. This increase was largely driven by our increased average accounts receivable lifecycle generally extending longer than our average accounts payable lifecycle. This shift was the result of our increased payments to suppliers, vendors and dealers on behalf of our customers in advance of collecting from our customers that was largely driven by the growth in our financial process automation solutions. To support the cash needs of this growth, we drew more on our asset-based lending facility during the year ended December 31, 2013 than in the prior period.

Foreign exchange gain changed to a loss during the year ended December 31, 2013. This loss was largely driven by the effect of remeasurement of the assets and liabilities of our foreign currency denominated transactions into United States dollars at month-end exchange rates and income and expense amounts at average exchange rates during the year. The United States dollar strengthened relative to the Canadian dollar for the year ended December 31, 2013 resulting in additional loss.

Income tax expense increased by $2.5 million from the prior period to $2.9 million during the year ended December 31, 2013. This change was due primarily to a significant increase in our 2013 income before income taxes and to a lesser extent, an increase in our effective tax rate to 38.4% during the year ended December 31, 2013 from 35.4% during the year ended December 31, 2012. Our tax rate differed due to the effects of state income taxes and certain permanent items.

Quarterly results of operations

The following table sets forth selected unaudited quarterly consolidated statement of operations data for each of the quarters indicated. The unaudited consolidated financial statements for each of these quarters have been derived from and prepared on the same basis as the audited consolidated financial statements included in this prospectus and, in the opinion of management, include all adjustments necessary for the fair presentation of the consolidated results of operations for these periods. You should read this information together with our audited consolidated financial statements, interim unaudited consolidated financial statements and related notes included elsewhere in this

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prospectus. These quarterly operating results are not necessarily indicative of the results for any future period.

	Three Months Ended

	Mar. 31, 2014			Jun. 30, 2014			Sep. 30, 2014			Dec. 31, 2014			Mar. 31, 2015			Jun. 30, 2015			Sept. 30, 2015
	(In thousands)
Revenue:
Financial process automation solutions	$	5,594		$	6,054		$	6,228		$	6,197		$	6,345		$	7,062		$	7,666
Procurement solutions		2,856			2,941			3,457			2,817			2,583			2,974			3,295
Asset management solutions:
Sale of equipment		3,527			3,686			12,199			4,208			8,225			3,491			4,741
Service revenue		2,496			3,398			3,856			5,064			2,782			4,100			4,739
Operating lease revenue		2,579			2,495			2,495			2,649			2,480			2,265			2,407

Total revenue		17,052			18,574			28,235			20,935			22,415			19,892			22,848
Direct costs of revenue (excluding depreciation and amortization shown separately below):
Financial process automation solutions		2,222			2,235			1,790			2,044			2,056			2,545			2,504
Procurement solutions		248			249			291			412			294			282			298
Asset management solutions:
Cost of equipment sold		3,363			3,454			11,584			4,036			7,950			3,256			4,401
Direct cost of operating lease and service revenues		1,068			960			1,171			1,147			1,209			1,391			1,032

Total direct costs of revenue		6,901			6,898			14,836			7,639			11,509			7,474			8,235

Operating expenses:
Sales and marketing		3,857			3,440			3,852			3,951			4,281			3,795			4,030
General and administrative		1,702			2,075			2,286			1,839			1,886			1,769			1,983
Depreciation and amortization		2,476			2,527			2,746			2,873			3,081			3,134			3,219
Other income		—			—			—			—			(88	)		(242	)		(133	)

Total operating expenses		8,035			8,042			8,884			8,663			9,160			8,456			9,099

Operating income		2,116			3,634			4,515			4,633			1,746			3,962			5,514
Interest expense		(831	)		(832	)		(837	)		(798	)		(751	)		(798	)		(886	)
Interest income		18			47			21			25			49			28			29
Foreign exchange gain (loss), net		(268	)		177			(292	)		(255	)		(652	)		134			(517	)

Income before income taxes		1,035			3,026			3,407			3,605			392			3,326			4,410
Provision for income taxes		396			1,152			1,305			1,392			153			1,286			2,183

Net income	$	639		$	1,874		$	2,102		$	2,213		$	239		$	2,040		$	1,957

Quarterly trends and seasonality

We have not historically experienced substantial seasonality in our business. However, our asset management solutions revenue has varied somewhat based on the underlying value of the equipment that we lease or sell. Our direct costs related to revenue (excluding depreciation and amortization) on those transactions remain generally consistent notwithstanding increases or decreases in the total transaction value. For example, our equipment remarketing revenues and associated costs of sales increased dramatically during the third quarter of 2014 due to an unusually large number of units sold to a single customer, yet there was only a moderate increase in income. During the subsequent quarter, equipment remarketing revenues and associated costs returned to levels more consistent with prior quarters.

Our financial process automation revenues have generally increased quarter over quarter primarily due to incremental transactions processed by our existing customer network supplemented by significant revenue growth from new customers. Our related direct costs have also increased but at a slower rate than revenues primarily due to our ability to leverage our existing infrastructure to scale with less incremental costs as customer and transaction volumes grow.

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Our sales and marketing expenses have also increased in recent periods as we have increased our efforts to reach new industry verticals and expand our overall market presence.

Liquidity and capital resources

Sources of liquidity

We have financed our operations through private sales of common equity, internally generated positive cash flow and borrowings under our asset-based lines of credit and certain long-term notes payable.

Asset-based lines of credit

Senior credit facility. We have a revolving loan facility with Bank of America, which we refer to herein as our senior credit facility under which we are permitted to borrow up to 85% of eligible receivables up to a maximum commitment amount of $100.0 million. We primarily use this line of credit to support the working capital needs of our CorConnect financial process automation solution and our procurement solutions. Often, both of those solutions cause us to pay invoices on behalf of our customers faster than we collect those amounts from customers. As a result, during periods of increasing transaction volume, our cash used in the operations from those solutions exceeds our cash flows from those operations.

The senior credit facility expires in December 2017. Interest on borrowings under the senior credit facility accrues at either the London Interbank Offered Rate, or LIBOR, plus a margin, which ranges from 2.00% to 2.50%, or the highest of (i) the prime rate plus 1.00% to 1.50%, (ii) the federal funds rate plus 0.50%, or (iii) LIBOR for a 30-day interest period plus 1.00%. Interest on the revolving loans is payable on the first day of each month in arrears. A commitment fee which ranges from 0.25% to 0.50% on the average unused portion of the loan commitment is payable quarterly in arrears. The revolving line of credit also includes a letter of credit facility. As of September 30, 2015 the amount of available borrowings based on our eligible receivables was $99.2 million of which $46.2 million was outstanding.

The senior credit facility contains customary conditions to borrowing, events of default and covenants, including covenants that restrict our ability to dispose of assets, merge with or acquire other entities, incur indebtedness, grant liens, make distributions to holders of our equity interests or make investments. The senior credit facility also prohibits us from taking accounts receivables write-offs in excess of 1% of gross transaction volume through our CorConnect system in a trailing 12 month period, and it requires us to maintain a minimum fixed charge coverage ratio. We were in compliance with such covenants as of September 30, 2015.

Our obligations under the senior credit facility are secured by substantially all of our property.

Interim finance line of credit. We have a $7.5 million uncommitted credit agreement with M&T Bank, which we refer to as our interim finance line of credit. We use this line to finance equipment for asset management solutions customers for a period of less than 90 days during which modifications are being made to bring the assets in line with a customer's specifications. After the modifications are completed we may assist the customer in locating a permanent funding source. All borrowings under the interim finance line of credit must be approved by the lender on a transaction by transaction basis. Interest on loans made under our interim finance line of credit accrue at LIBOR plus a margin of 2.5% and is payable monthly in arrears. All borrowings under the interim finance line of credit are due within 120 days of borrowing. The interim finance line of credit terminates in February 2019. As of September 30, 2015, we had no amounts outstanding under our interim finance line of credit.

The interim finance line of credit contains customary events of default and affirmative covenants. We were in compliance with such covenants as of September 30, 2015.

Our obligations under the interim line of credit are secured by our beneficial ownership of certain personal property purchased with the borrowings under the interim finance line of credit.

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Notes payable

As of December 31, 2014, we had long-term notes payable outstanding with three separate lending institutions, issued with a total principal value of $29.1 million. $5.8 million of such amounts are due within twelve months of December 31, 2014. These notes payable are used to purchase equipment for our leasing customers. The notes payable are secured by the purchased equipment and a lender's recourse in the event of default is not limited to the equipment purchased thereunder and is cross-collateralized with any other of our debt held by such lender. We expect to repay some or all of these notes payable using the proceeds of this offering. See "Use of Proceeds."

We are the issuer of various notes with principal amounts totaling $0.3 million as of September 30, 2015 issued to PNC Equipment Finance, LLC. These notes bear interest rates ranging from 3.71% to 4.04% and mature in equal monthly installments from October 2016 to November 2016.

We are also the issuer of various notes with principal amounts totaling $31.0 million as of September 30, 2015 issued to Mercedes Financial Services USA LLC. These notes bear interest rates ranging from 4.75% to 5.30% and mature in equal monthly installments from June 2017 to September 2020.

We are also the issuer of various notes with principal amounts totaling $3.0 million as of September 30, 2015 issued to Volvo Financial Services. These notes bear interest rates ranging from 4.45% to 4.70% and mature in equal monthly installments from May 2017 to May 2018.

Working capital and cash flows

The following table summarizes our cash and cash equivalents, accounts receivable, net working capital and cash flows for the periods indicated:

	As of or for the year ended December 31,									As of and for the nine months ended September 30,

	2012			2013			2014			2014			2015
	(In thousands)
Cash and cash equivalents	$	16,711		$	22,300		$	25,673		$	34,000		$	32,767
Accounts receivable, net		49,345			101,300			116,955			122,346			146,715
Net working capital		8,357			42,539			46,576			52,977			65,840
Net cash provided by (used in):
Operating activities		3,572			(10,821	)		19,962			15,984			1,880
Investing activities		(1,450	)		2,216			(3,464	)		(1,477	)		(3,083	)
Financing activities		1,487			14,194			(13,125	)		(2,807	)		8,297

Our cash and cash equivalents at December 31, 2014 and September 30, 2015 were held for working capital purposes. We do not enter into investments for trading or speculative purposes. Our policy is to invest any cash in excess of our immediate requirements in investments designed to preserve the principal balance and provide liquidity. Accordingly, our cash and cash equivalents are invested primarily in demand deposit accounts, certificates of deposit and money market funds that are currently providing only a minimal return.

Cash provided by (used in) operating activities

Net cash provided by (used in) operating activities consisted of net income adjusted for certain non-cash items including depreciation and amortization, bad debt expense, stock-based compensation and deferred income taxes, as well as the effect of changes in working capital and other activities.

Net cash provided by (used in) operating activities is significantly influenced by the amount of cash we require to support the recent growth of our financial process automation and procurement solutions, both of which require us to take credit risk on behalf of our customers and often make

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payments on their behalf to suppliers and other vendors before the customer would be required to pay us. As a result, as our revenue in those areas grows, we use more cash than we collect in a given period due to the lag in payments.

Net cash provided by operating activities was $1.9 million for the nine months ended September 30, 2015, which was driven by net income, as adjusted for depreciation and amortization, bad debt expense, stock based compensation and deferred taxes, which contributed a combined $17.4 million to cash from operating activities. Also, an increase in accounts payable, largely due to overall increases in financial process automation and asset management transaction volumes, contributed an additional $17.5 million. However, these were offset by an increase in accounts receivable and other current and non-current assets and liabilities of $32.8 million during the period, which was also driven by increases in financial process automation and procurement transaction volumes.

Net cash provided by operating activities was $16.0 million for the nine months ended September 30, 2014, which was driven by net income, as adjusted for depreciation and amortization, bad debt expense, stock based compensation and deferred taxes, which contributed a combined $16.2 million to cash from operating activities. Also, an increase in accounts payable, largely due to overall increases in financial process automation and asset management transaction volumes, contributed an additional $23.3 million. Also, a net increase in operating assets and liabilities, primarily accounts receivable, largely due to overall increases in financial process automation and procurement transaction volumes contributed an additional $23.8 million use of cash.

Net cash provided by operating activities was $20.0 million for the year ended December 31, 2014, which was driven by net income, as adjusted for depreciation and amortization, bad debt expense, stock based compensation and deferred taxes, which contributed a combined $23.1 million to cash from operating activities. Also, an increase in accounts payable, largely due to overall increases in financial process automation and procurement transaction volumes, contributed an additional $13.5 million. However, these were offset by an increase in accounts receivable of $18.1 million during the period, which was also driven by increases in financial process automation and procurement transaction volumes.

Net cash used in operating activities was $10.8 million for the year ended December 31, 2013, which was driven by net income, as adjusted for depreciation and amortization, bad debt expense, stock based compensation and deferred taxes, which contributed a combined $19.7 million to cash from operating activities. Also, an increase in accounts payable, largely due to overall transaction volume increases, contributed an additional $22.5 million. However, these were offset by an increase in accounts receivable of $53.5 million during the period, which was also driven by increases in financial process automation and procurement transaction volumes.

Net cash provided by operating activities was $3.6 million for the year ended December 31, 2012, which was driven by net income, as adjusted for depreciation and amortization bad debt expense, stock based compensation and deferred income taxes, which contributed a combined $12.4 million to cash from operating activities. However, a decrease in accounts payable of $8.8 million and increases in accounts receivable of $2.6 million offset much of the cash provided.

Cash (used in) provided by investing activities

Our investing activities have consisted primarily of purchases of equipment and software developed for internal use, and short-term investments, as well as business acquisitions in prior years. We expect our capital expenditures and our investment activity to continue to increase as our business grows.

Net cash used in investing activities was $3.1 million for the nine months ended September 30, 2015. This amount was largely driven by our additional purchases of property and equipment of $5.3 million related to our investment in additional hardware and software primarily to support our

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financial process automation and procurement solutions segments. These amounts were partially offset by sales of revenue earning equipment of $2.2 million in connection with our asset management solutions.

Net cash used in investing activities was $1.5 million for the nine months ended September 30, 2014. This was largely driven by our additional purchases of property and equipment of $4.7 million related to our investment in additional hardware and software primarily to support our financial process automation and procurement solutions segments. These amounts were partially offset by sales of revenue earning equipment of $3.2 million in connection with our asset management solutions.

Net cash used in investing activities was $3.5 million during the year ended December 31, 2014. This amount was largely driven by our additional purchases of property and equipment of $5.9 million related to our investment in additional hardware and software primarily to support our financial process automation and procurement solutions and revenue earning equipment of $1.3 million in support of our asset management solutions. These amounts were partially offset by sales of revenue earning equipment of $3.9 million in connection with our asset management solutions.

Net cash provided by investing activities was $2.2 million during the year ended December 31, 2013. This amount was largely driven by sales of revenue earning equipment of $6.5 million in connection with our asset management solutions. These amounts were partially offset by our additional purchases of property and equipment of $4.0 million related to our investment in additional hardware and software primarily to support our financial process automation and procurement solutions.

Net cash used in for investing activities was $1.5 million during the year ended December 31, 2012. This amount was largely driven by sales of revenue earning equipment of $3.5 million in connection with our asset management solutions. These amounts were offset by our additional purchases of revenue earning equipment of $2.7 million in support of our asset management solutions and property and equipment of $2.2 million related to our investment in additional hardware and software primarily to support our financial process automation and procurement solutions.

Cash (used in) provided by financing activities

Our primary financing activities for the periods presented have primarily consisted of repurchases of common stock, equipment financing and stock option exercises by employees.

Net cash provided by financing activities was $8.3 million during the nine months ended September 30, 2015. This change was largely influenced by the net proceeds and payments on our asset-based line of credit, which resulted in a net increase of $16.0 million of cash to support our financial process automation and procurement solutions transaction volume growth. This amount was offset by the repayments on our equipment financing notes of $5.9 million.

Net cash used in financing activities was $2.8 million during the nine months ended September 30, 2014. This change was largely influenced by the net proceeds and payments on our asset-based line of credit, which resulted in a net increase of $5.0 million of cash to support our financial process automation and procurement solutions transaction volume growth. This amount was offset by the repayments on our equipment financing notes of $7.7 million.

Net cash used in financing activities was $13.1 million during the year ended December 31, 2014. This change was largely influenced by the net payments on and proceeds on our asset-based line of credit, which resulted in a net cash outflow of $3.0 million of cash provided from our line of credit as we continued to leverage our line of credit to support our financial process automation and procurement solutions transaction volume growth. This amount was offset by the net payments on and proceeds from our equipment financing, which resulted in a net total payment on equipment financing of $9.2 million.

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Net cash provided by financing activities was $14.2 million during the year ended December 31, 2013. This change was largely influenced by the net payments on and proceeds on our asset-based line of credit, which resulted in a net surplus of $23.8 million of cash provided from our line of credit as we continued to leverage our line of credit to support our financial process automation and procurement solutions transaction volume growth. This amount was partially offset by the net payments on and proceeds from our equipment financing, which resulted in a net total payment on equipment financing of $10.1 million.

Net cash provided by financing activities was $1.5 million during the year ended December 31, 2012. This change was largely influenced by the net payments on and proceeds on our asset-based line of credit, which resulted in a net surplus of $16.2 million of cash provided from our line of credit as we leveraged our line of credit to support our financial process automation and procurement solutions transaction volume growth. This amount was offset somewhat by the net payments on and proceeds from our equipment financing, which resulted in a net total payment on equipment financing of $12.3 million. The net cash provided by financing activities was further offset by debt issuance costs of $1.5 million related to our $100.0 million senior credit facility. We also used cash to repurchase common stock for $1.2 million from certain of our stockholders under the terms of our shareholders' agreement.

Net cash used in investing activities and net cash (used in) provided by financing activities do not reflect the impact of non-cash purchases of revenue-earning equipment of $14.0 million, $17.1 million and $7.6 million during each of the years ended December 31, 2012, 2013 and 2014 that were purchased through direct manufacturer financing in connection with our asset management solutions.

Contractual obligations and commitments

Our principal commitments consist of obligations under our outstanding credit agreement and non-cancelable operating leases related to our facilities and equipment. Set forth in the following table is information concerning our known contractual obligations as of December 31, 2014 that are fixed and determinable.

	Payment due by period

Contractual Obligations	Total		Less than 1 Year		1 - 3 years		3 - 5 years		More than 5 years
	(in thousands)
Long-term debt obligations⁽¹⁾	$	72,106	$	8,003	$	55,331	$	8,772	$	—
Operating lease obligations⁽²⁾		5,447		1,076		1,491		1,159		1,721

Total	$	77,553	$	9,079	$	56,822	$	9,931	$	1,721

(1): Pertains to payments of principal and interest on long-term notes payable. See "Liquidity and capital resources—Sources of liquidity—Notes payable."
(2): We lease our office facilities in New Jersey, Illinois, Virginia, Florida, Tennessee and Georgia under operating leases that are scheduled to expire at various times through December 31, 2023.

Off-balance sheet arrangements

We also periodically enter into agreements in the normal course of certain third-party leasing transactions under our asset management solutions to repurchase assets from a third-party leasing company at a pre-determined residual price at the end of a third-party lease if our customer does not elect to exercise its option to purchase the asset under the lease and certain other conditions have been met. For further details, see note 16 of our consolidated financial statements included in this prospectus.

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We did not otherwise have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of SEC Regulation S-K.

Critical accounting policies and estimates

Our financial statements and the related notes included elsewhere in this prospectus are prepared in accordance with generally accepted accounting principles in the United States. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs of revenue, operating expenses, other income and expenses, provision for income taxes and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Changes in accounting estimates are reasonably likely to occur from period to period. Accordingly, actual results could differ significantly from our estimates. We evaluate our estimates and assumptions on an ongoing basis. To the extent that there are material differences between our estimates and our actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected.

We believe the assumptions and estimates associated with the following accounting policies have the greatest potential impact on our consolidated financial statements.

Revenue recognition

We recognize revenue when persuasive evidence of an arrangement exists, the services have been rendered to the customer or delivery has occurred, the pricing is fixed or determinable, and collectability is reasonably assured.

Financial process automation solutions

We assess fees for transaction processing, which are based upon either a fixed amount per transaction or a percentage of the transaction value. Such fees are recognized at the time that the customer submits the transaction for processing and the transaction is validated in our system. We host and provide software to our customers to facilitate efficient transaction processing. These fees are recognized each month as the software is made available for the customer's use. These fees are generally a fixed amount for each new customer and are assessed at the beginning of a contract. As noted below they do not qualify as a separate unit of accounting and therefore are deferred and recognized over period of the expected customer relationship.

Procurement solutions

Purchasers in our procurement networks pay us a fee in connection with their transactions. Fees are based on a product margin that varies by procurement program and typically includes a nominal fee per invoice. Suppliers that participate in our procurement networks pay us a fee calculated either as a percentage of the transaction value under specific preferred procurement programs or as a pre-determined fee per transaction or item. In addition many suppliers pay us volume based rebates on a quarterly or annual basis. These fees are recognized when the underlying customer order has been fulfilled. Rebate revenue is recognized based upon the actual purchase volume achieved in the period. Rebate revenue is recognized net of any amounts that are passed through to customers.

Asset management solutions

Revenue on sales of equipment is recognized when an agreement of sale has been reached, the customer has secured a funding source and the customer has taken possession of the vehicle. All of our leases are classified as operating leases under ASC 840. As a result, revenue is recognized on a straight line basis over the lease term. Revenue recognition ceases when we have not received any payments from a customer for a period of six weeks. Our service revenues consist primarily of: lease brokerage

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fees, which are recognized when the underlying lease transaction is consummated; equipment brokerage fees from manufacturers, which are recognized when our customers purchase a capital asset from a specific vendor; membership dues, which are recognized on a straight line basis over the period that membership services are provided; and maintenance fees, which represent a mark-up on maintenance services arranged by us, which are recognized when the related service is performed by the third party provider.

Up-front fees

Although we do not offer bundled pricing for our various service offerings, our contracts with customers within the financial process automation solutions and asset management solutions segments often require customers to pay "up-front" implementation or contract set up fees, which are deferred and recognized over the estimated period that the contract or customer relationship is expected to generate revenue.

Within the financial process automation solutions segment, these fees are charged at the beginning of the customer relationship as compensation for our efforts to configure the system to specific customer needs and provide training to the customer. These fees do not represent a separate unit of accounting as they do not have value apart from the broader transaction processing contract. As a result, they are recognized on a straight line basis over the estimated life of the customer relationship, which ranges from 3-5 years.

Within the asset management solutions segment, these fees are assessed at the inception of our operating leases in order to compensate us for our costs incurred in preparing the asset for lease. These fees do not represent a separate unit of accounting as they do not have value apart from the related lease. As a result, they are recognized on a straight line basis over the contract term.

Lease Classification

We evaluate our owner operator leases on a lease by lease basis to determine whether lease payments are reasonably predictable. Our experience indicates that the vast majority of our leases will terminate prior to the expiration of the term, with most of the terminations occurring within one year of the initial lease commencement. As we are unable to conclude that the payments under such leases are reasonably predictable over the contractual lease term, our owner-operator leases have been classified as operating leases in the financial statements as required by ASC 840.

Allowance for Doubtful Accounts

We manage our accounts receivable by regularly monitoring the financial strength of our customers and adjusting credit limits and security requirements accordingly. Customers with a strong financial position and payment history are given more favorable credit terms, while customers in a weaker financial position or with a history of late payments are subject to more stringent credit limits and may be required to post a security deposit or other collateral. When customer accounts become past due, we respond by placing collection calls and limiting additional customer purchases. If accounts are not collected after these initial efforts, we may take action against any collateral or security deposits that we may have obtained. If all of our collection efforts prove unsuccessful, we may refer our accounts receivable to collection agencies, which earn a commission on any amounts collected. If the collection agency is unable to make any collections for 90 days, the receivables are written off. Our collection policies have historically been successful in collecting the majority of at risk accounts.

A significant portion of our accounts receivables are generated by our Procurement and Financial Process Automation solutions businesses (also referred to as program receivables). We develop our allowance for doubtful accounts receivable based upon our historical experience with customers and the age of its underlying receivables. Each customer account is assigned a risk rating based upon the customer's financial strength, payment history and any known actions, such as liquidation or

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bankruptcy. An allowance is established for each customer risk grouping after considering the historical level of write offs for customers with a similar risk profile, any known economic or industry trends, and customer specific information. This assessment is done on a customer by customer basis each quarter. As the customer risk rating and the age of the underlying receivables increases, the allowance for that account is also increased. While we do not currently foresee any significant changes in our ability to collect our receivables, deterioration in the financial strength of our customers could cause a significant increase in our historical level of write offs and the related bad debt expenses.

Bad debt expense related to our program receivables increased from $0.4 million in 2012 to $1.4 million in 2013 as our program receivables more than doubled from $49.6 million at December 31, 2012 to $102.7 million as of December 31, 2013. Due to the large increase in program receivables we increased our allowance for doubtful accounts, which resulted in higher bad debt expense during the period. The significant increase in program receivables was due to the implementation of a major new contract with Daimler, which resulted in a large amount of new customers during 2013. We performed credit underwriting procedures on all new customers and determined them to be an acceptable risk. However, due to our lack of purchase and payment history with those customers, higher risk ratings were applied to those customers, thus resulting in higher allowances and bad debt expense. During 2014, bad debt expense related to our program receivables decreased to $0.7 million, which was driven by several factors, including: (1) a smaller increase in the program receivable balance, which increased by $15.9 million during 2014 compared to a $53.1 million increase in 2013, (2) favorable adjustment of customer risk ratings for new customers obtained in 2013 to reflect specific customer performance history from 2013 and 2014, and (3) improved collection experience as those receivables aged over 90 days decreased from $7.5 million to approximately $6.0 million. Based upon our cumulative experience with the customers added under the Daimler contract, we believe that the additional customers obtained through the contract improved the average credit quality of our customer base between 2012 and 2013. The overall credit quality of our customer base and the related program receivables did not vary significantly between 2013 and 2014.

Bad debt expense related to our operating lease receivables was $1.1 million, $0.7 million and $0.9 million during the years ended December 31, 2012, 2013, and 2014, respectively. Bad debt expense related to our operating lease receivables is driven primarily by the number of customer delinquencies (from owner-operator lessees) during the period as well as the average amount owed to the Company when the customer becomes delinquent. Bad debt expense decreased during 2013, compared to 2012, primarily due to a lower number of delinquencies as we significantly reduced our fleet size and began shifting our asset portfolio toward newer equipment (i.e. trucks). During 2014, the number of delinquencies was slightly lower than 2013, due to further reduction in the fleet size, but bad debt expense increased due to customers having a higher average receivable balance at the time of default. The higher average receivable balance resulted from our focus on newer equipment, which requires a higher weekly payment. See note 5 to the consolidated financial statements for additional information regarding our accounts receivable.

Goodwill

Goodwill and intangible assets deemed to

AMERIQUEST, INC. S-1