Form 8-K CHANNELADVISOR CORP For: Feb 05

February 5, 2015 4:08 PM EST




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
____________________________________________________
FORM 8-K
____________________________________________________
CURRENT REPORT
Pursuant to Section�13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February�5, 2015

____________________________________________________
CHANNELADVISOR CORPORATION
(Exact name of registrant as specified in its charter)
____________________________________________________

Delaware
001-35940
56-2257867
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

2701 Aerial Center Parkway
Morrisville, NC 27560
(Address of principal executive offices, including zip code)

(919) 228-4700
(Registrant's telephone number, including area code)

N/A
(Former name or former address, if changed since last report)
____________________________________________________


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))








Item 2.02 Results of Operations and Financial Condition.

On February�5, 2015, ChannelAdvisor Corporation (the Registrant) issued a press release announcing its financial results for the fourth quarter and year ended December�31, 2014. A copy of the press release is attached hereto as Exhibit�99.1 and incorporated by reference herein.�

In accordance with General Instruction B.2. of Form 8-K, the information in this Item 2.02, and Exhibit 99.1 hereto, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any of the Registrant's filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any incorporation language in such a filing, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d)�Exhibits
Exhibit Number
Exhibit�Description
99.1
Press Release, dated February 5, 2015 ChannelAdvisor Announces Fourth Quarter and Full Year 2014 Financial Results.






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CHANNELADVISOR CORPORATION
By:
/s/ John F. Baule
Date:
February�5, 2015
John F. Baule
Chief Financial Officer






EXHIBIT INDEX

Exhibit Number
Exhibit�Description
99.1
Press Release, dated February 5, 2015 ChannelAdvisor Announces Fourth Quarter and Full Year 2014 Financial Results.



Exhibit 99.1

ChannelAdvisor Announces Fourth Quarter and Full Year 2014 Financial Results
Fourth quarter total revenue of $23.8 million increases 16 percent year-over-year
Fourth quarter core revenue of $23.5 million increases 17 percent year-over-year

Research Triangle Park, NC - February�5, 2015 - ChannelAdvisor Corporation (NYSE: ECOM), a leading provider of cloud-based e-commerce solutions that enable retailers and manufacturers to increase global sales, today announced its financial results for the fourth quarter and full year ended December�31, 2014.

Despite a difficult fourth quarter, we remain confident in our growth prospects as our technology continues to provide significant value to online sellers who seek to scale their e-commerce operations," said Scot Wingo, CEO of ChannelAdvisor. "To address some of the challenges we faced in the fourth quarter, we have already implemented policy changes as well as initiatives to increase customer retention. We believe we can continue to deliver strong growth that exceeds 20% over the longer-term. However, it will take time for us to determine if the industry shift in gross merchandise value to larger retailers that we saw in the fourth quarter is a temporary or ongoing phenomenon. As such, our growth expectations for 2015 are below our longer-term potential. Despite this, we continue to anticipate making significant progress in realizing the leverage in our operating model through improvements in our adjusted EBITDA margins, as we make progress toward our ultimate goal of profitable growth.

Fourth Quarter 2014 Financial Results
"
Total revenue of $23.8 million for the fourth quarter of 2014 increased 16 percent compared with total revenue of $20.5 million in the fourth quarter of 2013.
"
Core revenue increased by 17 percent to $23.5 million from $20.1 million in the fourth quarter of 2013. The companys method for calculating this and other key operating metrics that it reports is included later in this press release.
"
GAAP net loss was $(6.5) million compared with net loss of $(8.6) million in the fourth quarter of 2013. GAAP net loss per share was $(0.26), based on 24.9 million weighted average shares outstanding, compared with net loss per share of $(0.38), based on 22.7 million weighted average shares outstanding in the year-ago period.
"
Non-GAAP net loss, which excludes the impact of non-cash stock-based compensation expense, acquisition-related costs (2014) and loss on extinguishment of debt (2013), was $(3.4) million compared with non-GAAP net loss of $(4.8) million for the fourth quarter of 2013. Non-GAAP net loss per share was $(0.14) for the fourth quarter of 2014, based on 24.9 million weighted average shares outstanding, compared with non-GAAP net loss per share of $(0.21) for the fourth quarter of 2013, based on 22.7 million weighted average diluted shares outstanding.
"
Adjusted EBITDA, a non-GAAP measure, was $(1.5) million for the fourth quarter of 2014 compared with $(3.2) million for the fourth quarter of 2013. Adjusted EBITDA excludes depreciation, amortization, income tax, interest, stock-based compensation expenses and acquisition-related costs, as well as loss on extinguishment of debt.
"
Cash at quarter end totaled $68.4 million, compared with $82.3 million at the end of the third quarter of 2014.

Full Year 2014 Financial Results
"
Total revenue of $84.9 million for the year increased 25 percent compared with total revenue of $68.0 million in 2013.
"
Core revenue increased by 26 percent to $83.6 million from $66.2 million in 2013.
"
GAAP net loss was $(34.5) million compared with a net loss of $(20.6) million in the year ended 2013. GAAP net loss per share was $(1.40), based on 24.6 million weighted average shares outstanding, compared with a net loss per share of $(1.51), based on 13.7 million weighted average shares outstanding in the year-ago period.
"
Non-GAAP net loss was $(26.0) million compared with a non-GAAP net loss of $(15.4) million for the year ended 2013. Non-GAAP net loss per share was $(1.06) for 2014, based on 24.6 million weighted average shares outstanding, compared with a non-GAAP net loss per share of $(0.80) for 2013, based on 19.2 million weighted average shares outstanding. Per share figures for 2013 assume that the companys pre-IPO preferred stock was converted to common stock at the beginning of the year.
"
Adjusted EBITDA was $(19.5) million in 2014 compared with $(8.5) million in 2013.

Recent Business Highlights
"
Added 60 net core customers in the fourth quarter. Total core customer count was 2,841 at the end of the fourth quarter, an increase of 17 percent from 2,429 core customers at the end of the fourth quarter of 2013.



Exhibit 99.1

"
Average revenue per core customer, calculated on a trailing twelve-month basis, increased 2 percent to $31,400 at the end of the fourth quarter, compared with $30,670 at the end of the fourth quarter of 2013.
"
Fixed subscription fees were 74 percent of total revenue and variable subscription fees were 26 percent of total revenue for 2014. This compares to 67 percent and 33 percent, respectively, for 2013.
"
Subscription dollar retention rate, the primary metric that we use to measure customer retention, exceeded 100 percent for the quarter, consistent with prior periods.
"
Processed $5.7 billion in total gross merchandise value in 2014, an increase of 30 percent from 2013.
"
Added new top-tier customers including Dune Group Limited, HARMAN, JML, Lids Sports Group, Otter Products, LLC, Panasonic Consumer Electrics Company, SHOP.COM powered by Market America and The British Museum Company.
"
Announced the availability of Jet.com through the ChannelAdvisor platform.
"
Participated in several industry conferences including�SEMA�in Last Vegas,�Internet Retailing Conference in London,�eCommerce Expo in London�and�NEOCOM in Dusseldorf.
"
Added�Houzz to the ChannelAdvisor Social Commerce Suite.
"
Honored with the�2014 NCTA Best Use of Technology for E-Commerce Award.
"
Launched ChannelAdvisor for Brands.
"
Announced the promotions of�Mike Shapaker to Vice President of Brands and Manufacturers�and�Josh Christie to Vice President of Engineering.
"
Announced�Catalyst Americas 2015 Agenda.

Business Outlook
Based on information available as of today, ChannelAdvisor is issuing the following guidance for the first quarter and full year of 2015:

First Quarter 2015
"
Total revenue between $21.4 million and $21.8 million.
"
Adjusted EBITDA between $(7.5) million and $(6.5) million.
"
Stock-based compensation expense between $2.8 million and $3.2 million.
"
25.0 million weighted average shares outstanding.

Full Year 2015
"
Total revenue between $94.0 million and $97.0 million.
"
Adjusted EBITDA between $(18.0) million and $(14.0) million.
"
Stock-based compensation expense between $12.0 million and $14.0 million.
"
25.2 million weighted average shares outstanding.
Conference Call Information
What:
ChannelAdvisor fourth quarter and full year 2014 financial results conference call
When:
Thursday, February�5, 2015
Time:
4:30 p.m. ET
Live�Call:
(866) 700-6293, Passcode 91361433, Domestic
(617) 213-8835, Passcode 91361433, International
Webcast:
http://ir.channeladvisor.com�(live and replay)
Key Operating Metrics
Core revenue excludes revenue attributable to the products from two small legacy acquisitions, both of which occurred prior to 2008, which we do not consider to be a core part of our strategic focus going forward.
Number of core customers includes all customers who subscribe to at least one of our solutions other than the non-core, legacy products.



Exhibit 99.1

Average revenue per core customer is total core revenue divided by the average monthly number of core customers during the period.
Subscription dollar retention rate is calculated for a particular period by establishing the cohort of core customers that had active contracts as of the end of the prior period. We then calculate our subscription dollar retention rate by taking the amount of fixed subscription revenue we recognized for the cohort in the period for which we are reporting the rate and dividing it by the fixed subscription revenue we recognized for the same cohort in the prior period. For this purpose, we do not include any non-core revenue, any variable subscription fees paid by our customers or any implementation fees.
Non-GAAP Financial Measures
This press release contains the following non-GAAP financial measures: core revenue, non-GAAP net loss, non-GAAP net loss per share and adjusted EBITDA.
ChannelAdvisor believes that these non-GAAP measures of financial results provide useful information to management and investors relating to ChannelAdvisors financial condition and results of operations. The companys management uses these non-GAAP measures to compare the companys performance to that of prior periods for trend analyses, and for budgeting and planning purposes. The company believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing the companys financial measures with other software companies, many of which present similar non-GAAP financial measures to investors, and that it allows for greater transparency with respect to key metrics used by management in its financial and operational decision-making.
Management of the company does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses that are required by GAAP to be recorded in the companys financial statements. In order to compensate for these limitations, management presents non-GAAP financial measures together with GAAP results. Non-GAAP measures should be considered in addition to results and guidance prepared in accordance with GAAP, but should not be considered a substitute for, or superior to, GAAP results. Reconciliation tables of the most comparable GAAP financial measures to the non-GAAP financial measures used in this press release are included with the financial tables at the end of this release. ChannelAdvisor urges investors to review the reconciliation and not to rely on any single financial measure to evaluate the companys business. In addition, other companies, including companies in our industry, may calculate similarly named non-GAAP measures differently than we do, which limits their usefulness in comparing our financial results with theirs. With respect to our expectations under "Business Outlook" above, reconciliation of non-GAAP Adjusted EBITDA guidance to the closest corresponding GAAP measure is not available without unreasonable efforts on a forward-looking basis due to the high variability, complexity and low visibility with respect to the charges excluded from this non-GAAP measure. We expect the variability of the above charges to have a significant, and potentially unpredictable, impact on our future GAAP financial results.
About ChannelAdvisor
ChannelAdvisor (NYSE: ECOM) is a leading provider of cloud-based e-commerce solutions that enable online retailers and manufacturers to integrate, manage and optimize their merchandise sales across hundreds of online channels including Amazon, Google, eBay, Facebook and more. Through automation, analytics and optimization, ChannelAdvisor customers can leverage a single inventory feed to more efficiently list and advertise products online, and connect with shoppers to increase sales. Billions of dollars in merchandise value are driven through ChannelAdvisors platform every year, and thousands of customers use ChannelAdvisors solutions to help grow their businesses.�For more information, visit www.channeladvisor.com.
Cautionary Language Concerning Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, statements regarding our financial outlook and expectations regarding our growth and that of the e-commerce industry. These forward-looking statements are made as of the date of this release and are based on current expectations, estimates, forecasts and projections, as well as the current beliefs and assumptions of management. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond ChannelAdvisors control. ChannelAdvisors actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to, risks detailed in ChannelAdvisors Quarterly Report on Form�10-Q for the quarter ended September 30, 2014, as well as other documents that may be filed by the company from time to time with the Securities and Exchange Commission. These documents are available on the SEC Filings section of the Investor Relations page of our website at http://ir.channeladvisor.com. In particular, the following factors, among others, could cause results to differ materially from those expressed or implied by such forward-looking statements: our reliance for a significant portion of our revenue on sales by our



Exhibit 99.1

customers on the Amazon and eBay marketplaces and through advertisements on Google; our ability to respond to rapid changes in channel technologies or requirements; our ability to compete successfully against current and future competitors, which could include the channels themselves; our reliance in part on a pricing model under which a portion of the subscription fees we receive from customers is variable, based upon the amount of transaction volume that those customers process through our platform; our reliance on non-redundant data centers and cloud computing providers to deliver our SaaS solutions; the potential that the e-commerce market does not grow, or grows more slowly than we expect, particularly on the channels that our solutions support; challenges and risks associated with our increasing international operations; and security or privacy breaches. The forward-looking statements included in this press release represent ChannelAdvisors views as of the date of this press release. ChannelAdvisor undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Accordingly, these forward-looking statements should not be relied upon as representing ChannelAdvisors views as of any date subsequent to the date of this press release.
###
Media Contact:
Sarah O'Dea
ChannelAdvisor Corporation
919-228-4784
Investor Contact:
Garo Toomajanian
ICR, LLC
919-228-2003





The following financial information is preliminary and subject to change pending the company's filing of its Form 10-K.

ChannelAdvisor Corporation and Subsidiaries
Consolidated Balance Sheets
(in thousands, except share and per share data)
December�31,
2014
2013
Assets
(unaudited)
Current assets:
Cash and cash equivalents
$
68,366

$
104,406

Accounts receivable, net of allowance of $673 and $561 as of December�31, 2014 and 2013, respectively
14,619

13,951

Prepaid expenses and other current assets
4,940

3,571

Total current assets
87,925

121,928

Property and equipment, net
12,603

9,088

Goodwill
21,518

16,106

Intangible assets, net
4,083

670

Restricted cash
633

685

Other assets
285

309

Total assets
$
127,047

$
148,786

Liabilities and stockholders equity
Current liabilities:
Accounts payable
$
564

$
4,237

Accrued expenses
7,292

7,492

Deferred revenue
16,840

14,093

Other current liabilities
2,563

1,723

Total current liabilities
27,259

27,545

Long-term capital leases, net of current portion
2,014

1,558

Other long-term liabilities
4,126

1,903

Total liabilities
33,399

31,006

Commitments and contingencies


Stockholders equity:
Preferred stock, $0.001 par value, 5,000,000 shares authorized, no shares issued and outstanding as of December 31, 2014 and 2013, respectively




Common stock, $0.001 par value, 100,000,000 shares authorized, 24,915,510 and 23,643,872 shares issued and outstanding as of December 31, 2014 and 2013, respectively
25

24

Additional paid-in capital
228,370

218,330

Accumulated other comprehensive loss
(130
)
(471
)
Accumulated deficit
(134,617
)
(100,103
)
Total stockholders equity
93,648

117,780

Total liabilities and stockholders equity
$
127,047

$
148,786





ChannelAdvisor Corporation and Subsidiaries
Consolidated Statements of Operations
(in thousands, except share and per share data)

Three Months Ended December 31,
�Year�Ended�December�31,��������������������
2014
2013
2014
2013
(unaudited)
(unaudited)
(unaudited)
Revenue
$
23,827

$
20,486

$
84,901


$
68,004

Cost of revenue (1)
6,051

5,117

24,220


18,088

Gross profit
17,776

15,369

60,681

49,916

Operating expenses (1):

Sales and marketing
13,698

11,060

55,829


37,458

Research and development
4,013

3,787

16,585


12,669

General and administrative
6,425

5,513

22,275


14,154

Total operating expenses
24,136

20,360

94,689

64,281

Loss from operations
(6,360
)
(4,991
)
(34,008
)
(14,365
)
Other (expense) income:

Loss on extinguishment of debt


(3,112
)



(3,112
)
Interest expense, net
(52
)
(354
)
(209
)

(2,960
)
Other income, net
(170
)
(5
)
(256
)

12

Total other (expense) income
(222
)
(3,471
)
(465
)
(6,060
)
Loss before income taxes
(6,582
)
(8,462
)
(34,473
)
(20,425
)
Income tax expense (benefit)
(46
)
147

41


203

Net loss
$
(6,536
)
$
(8,609
)
$
(34,514
)
$
(20,628
)
Net loss per share:
Basic and diluted
$
(0.26
)
$
(0.38
)
$
(1.40
)

$
(1.51
)
Weighted average common shares outstanding:
Basic and diluted
24,891,086

22,724,943

24,619,714


13,695,804

(1) Includes stock-based compensation as follows:
Cost of revenue
$
160

$
45

$
533

$
204

Sales and marketing
1,078

168

2,911

607

Research and development
280

84

864

348

General and administrative
1,162

369

3,673

940

$
2,680

$
666

$
7,981

$
2,099






ChannelAdvisor Corporation and Subsidiaries
Consolidated Statements of Cash Flows
(in thousands)
Year Ended December 31,
2014
2013
(unaudited)
Cash flows from operating activities
Net loss
$
(34,514
)

$
(20,628
)
Adjustments to reconcile net loss to net cash and cash equivalents used in operating activities:
Depreciation and amortization
6,264


3,722

Loss on extinguishment of debt



3,112

Bad debt expense
1,315


527

Change in fair value of preferred stock warrants



1,052

Accretion of debt discount



547

Non-cash stock-based compensation expense
7,981


2,099

Other items, net
142

5

Changes in assets and liabilities, net of effects from acquisition:
Accounts receivable
(1,407
)

(4,917
)
Prepaid expenses and other assets
(1,106
)

(1,026
)
Restricted cash
52


(1
)
Accounts payable and accrued expenses
(2,709
)

5,723

Deferred revenue
2,447


4,471

Net cash and cash equivalents used in operating activities
(21,535
)
(5,314
)
Cash flows from investing activities
Purchases of property and equipment
(5,971
)

(3,711
)
Payment of internal-use software development costs
(846
)

(1,507
)
Acquisition, net of cash acquired
(8,034
)


Net cash and cash equivalents used in investing activities
(14,851
)
(5,218
)
Cash flows from financing activities
Proceeds from issuance of common stock, net of underwriting discounts and commissions



118,463

Repayment of debt and capital leases
(1,699
)

(14,230
)
Payment of debt extinguishment costs


(1,200
)
Payment of deferred offering costs



(2,909
)
Proceeds from exercise of common stock warrants


1,592

Proceeds from exercise of stock options
2,060


2,448

Net cash and cash equivalents provided by financing activities
361

104,164

Effect of currency exchange rate changes on cash
(15
)

(91
)
Net (decrease) increase in cash and cash equivalents
(36,040
)
93,541

Cash and cash equivalents, beginning of year
104,406


10,865

Cash and cash equivalents, end of year
$
68,366

$
104,406





Reconciliation of Core Revenue (Non-GAAP) to Revenue (GAAP)
(unaudited; in thousands)
Three Months Ended December 31,
Year Ended December 31,
2014
2013
2014
2013
Core revenue
$
23,547

$
20,073

$
83,648

$
66,215

Non-core revenue
280

413

1,253

1,789

Total revenue
$
23,827

$
20,486

$
84,901

$
68,004



Reconciliation of GAAP Net Loss to Non-GAAP Net Loss and Non-GAAP Net Loss Per Share
(unaudited; in thousands, except share and per share data)
Three Months Ended December 31,
Year Ended December 31,
2014
2013
2014
2013
Net loss (GAAP)
$
(6,536
)
$
(8,609
)
$
(34,514
)
$
(20,628
)
Plus: stock-based compensation
2,680

666

7,981

2,099

Plus: acquisition-related costs
487



487



Plus: loss on extinguishment of debt


3,112



3,112

Net loss (Non-GAAP)
$
(3,369
)
$
(4,831
)
$
(26,046
)
$
(15,417
)
Weighted average common shares outstanding, basic and diluted
24,891,086

22,724,943

24,619,714

13,695,804

Additional weighted average shares giving effect to conversion of preferred stock at the beginning of the period






5,465,265

Shares used in computing non-GAAP net loss per share, basic and diluted
24,891,086

22,724,943

24,619,714

19,161,069

Net loss per share, basic and diluted (Non-GAAP)
$
(0.14
)
$
(0.21
)
$
(1.06
)
$
(0.80
)


Reconciliation of Net Loss to Adjusted EBITDA
(unaudited; in thousands)
Three Months Ended December 31,
Year Ended December 31,
2014
2013
2014
2013
Net loss
$
(6,536
)
$
(8,609
)
$
(34,514
)
$
(20,628
)
��Adjustments:



�����Interest expense, net
52

354

209

2,960

�����Income tax expense (benefit)
(46
)
147

41

203

�����Depreciation and amortization expense
1,871

1,103

6,264

3,722

�����Total adjustments
1,877

1,604

6,514

6,885

EBITDA
(4,659
)
(7,005
)
(28,000
)
(13,743
)
�����Stock-based compensation expense
2,680

666

7,981

2,099

Acquisition-related costs
487



487



Loss on extinguishment of debt


3,112



3,112

Adjusted EBITDA
$
(1,492
)
$
(3,227
)
$
(19,532
)
$
(8,532
)






Serious News for Serious Traders! Try StreetInsider.com Premium Free!

You May Also Be Interested In





Related Categories

SEC Filings