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): May 7, 2015


AMBER ROAD, INC.
(Exact name of Registrant as specified in its charter)

One Meadowlands Plaza
East Rutherford, New Jersey 07073
(Address of principal executive offices)


Registrant’s telephone number:  (201) 935-8588

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 May 7, 2015, Amber Road, Inc. (the "Company") issued a press release announcing its financial results for the quarter ended March 31, 2015. In the press release, the Company also announced that it would be holding a conference call on May 7, 2015 to discuss its financial results for such quarter. A copy of the press release is being furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K and Exhibit 99.1 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 liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such a filing.  

Item 9.01. Financial Statements and Exhibits.

 (d)       Exhibits:

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.

Exhibit Index

Exhibit 99.1

Amber Road Announces First Quarter 2015 Financial Results

EAST RUTHERFORD, N.J.--(BUSINESS WIRE)--May 7, 2015--Amber Road, Inc. (NYSE: AMBR), a leading provider of global trade management (GTM) solutions, today announced its financial results for the first quarter ended March 31, 2015.

Jim Preuninger, Chief Executive Officer of Amber Road, stated, “During the first quarter, we experienced strength in the US mid-market and Asia, completed our first acquisition as a public company, and added a new set of solutions to our portfolio. However, slightly lower than expected first quarter bookings coupled with the lengthening of phased implementation timelines by some of our clients has tempered our outlook for 2015, and we have adjusted our full year guidance accordingly. We continue to have multiple avenues to drive top-line growth and remain confident in our ability to execute on our expanded market opportunity over time.”

First Quarter 2015 Financial Highlights

Revenue

• GAAP total revenue was $15.2 million, an increase of 1% from the comparable period in 2014.
• Non-GAAP total revenue⁽¹⁾ was $15.5 million, which includes an adjustment of $0.3 million related to the purchase accounting deferred revenue adjustment associated with our acquisition of ecVision.
• Subscription revenue was $10.3 million, in line with the comparable period in 2014.
• Professional Services revenue was $4.9 million, an increase of 8% from the comparable period in 2014.

Operating Loss

• GAAP operating loss was $(6.7) million, compared to $(21.7) million in the comparable period in 2014.
• Non-GAAP adjusted operating loss⁽²⁾ was $(4.2) million, compared to $(0.6) million in the comparable period in 2014.

Net Loss attributable to common stockholders

• GAAP net loss attributable to common stockholders was $(7.0) million, compared to $(24.4) million for the comparable period in 2014.
• GAAP basic and diluted net loss per common share was $(0.27), compared to $(3.95) for the comparable period in 2014, based on 26.0 million and 6.2 million basic and diluted weighted average common shares outstanding, respectively.
• Non-GAAP adjusted net loss⁽²⁾ was $(4.4) million, compared to $(0.8) million in the comparable period in 2014.
• Non-GAAP adjusted net loss per common share⁽³⁾ was $(0.17), compared to $(0.03) for the comparable period in 2014, based on 26.0 million and 25.0 million basic and diluted weighted average common shares outstanding, respectively.

Adjusted EBITDA

• Adjusted EBITDA was $(2.6) million for the three months ended March 31, 2015 and $0.5 million in the comparable period in 2014.

Balance Sheet and Cash Flow

• Cash and cash equivalents at March 31, 2015 totaled $32.1 million, compared with $41.2 million at December 31, 2014.
• Cash used in operating activities was $(3.0) million for the first three months of 2015, compared to $(0.2) million for the first three months of 2014.

A reconciliation of GAAP operating and net loss to Non-GAAP adjusted operating loss and net loss, of GAAP net loss to Adjusted EBITDA and of GAAP total revenue to Non-GAAP total revenue has been provided in the financial statement tables included in this press release. An explanation of these measures is also included below under the heading “Non-GAAP Financial Measures.”

First Quarter 2015 and Recent Business Highlights

• Acquired ecVision, a cloud-based provider of global sourcing and collaborative supply chain solutions for brand-focused companies. ecVision helps many of the largest brand companies in the world to effectively manage their relationships with product suppliers, raw material vendors, product testing and social compliance audit firms, and global logistics companies. Driven by the need to get the right products to market faster and respond to ever shortening ‘seasonal’ cycles, retail brand companies must collaborate with their suppliers and tier-n material vendors to speed innovation and manage product compliance with fine-tuned control over costs.
• Announced that OHL, a leading global third party logistics provider (3PL), renewed its license of Amber Road's International Transportation Management solution (ITM). The enterprise solution enables OHL to effectively manage its international portfolio of service contracts, service agreements, rate sheets and variable carrier accessorials.

Business Outlook

Based on information available as of May 7, 2015, Amber Road is issuing guidance for the second quarter and full year 2015 as indicated below:

Second Quarter 2015:

• Total non-GAAP revenue⁽¹⁾ is expected to be in the range of $17.4 million to $17.7 million.
• Non-GAAP adjusted operating loss⁽²⁾ is expected to be in the range of ($4.8) million to ($5.1) million.
• Non-GAAP adjusted net loss per common share⁽²⁾ is expected to be in the range of ($0.21) to ($0.22). This assumes 26.2 million basic shares outstanding.

Full Year 2015:

• Total non-GAAP revenue⁽¹⁾ is expected to be in the range of $72.5 million to $74.5 million.
• Non-GAAP adjusted operating loss⁽²⁾ is expected to be in the range of ($13.8) million to ($14.8) million.
• Non-GAAP adjusted net loss per common share⁽²⁾ is expected to be in the range of ($0.58) to ($0.62). This assumes 26.3 million basic shares outstanding.

Endnotes:

(1) For 2015, non-GAAP total revenue includes the purchase accounting deferred revenue adjustment.

(2) For 2015, non-GAAP adjusted operating and net loss excludes stock-based compensation, puttable stock compensation, changes in the fair value of contingent consideration liability, acquisition compensation costs, purchase accounting adjustment to deferred revenue and acquisition related costs. For 2014, non-GAAP adjusted operating loss excludes stock-based compensation, restricted stock expense, compensation related to loan forgiveness, puttable stock compensation, change in fair value of contingent consideration liability and warrant expense.

(3) For 2014, non-GAAP adjusted net loss per common share includes additional weighted average shares giving effect to our initial public offering and conversion of preferred stock at the beginning of the period.

Conference Call Information

Amber Road will host a conference call on Thursday, May 7, 2015 at 5:00 p.m. Eastern Time (ET) to discuss the company’s first quarter and full year financial results and its business outlook. To access this call, dial 888-523-1228 (domestic) or 719-325-2435 (international). The conference ID is 2052279.

Additionally, a live webcast of the conference call will be available in the “Investor Relations” section of the Company’s web site at www.AmberRoad.com.

Following the conference call, a replay will be available at 877-870-5176 (domestic) or 858-384-5517 (international) from May 7, 2015, 8:00pm EST to May 14, 2015, 11:59pm EST. The replay pass code is 2052279. An archived webcast of this conference call will also be available in the “Investor Relations” section of the Company’s web site at www.AmberRoad.com.

About Amber Road

Amber Road’s (NYSE: AMBR) mission is to dramatically change the way companies conduct global trade. As a leading provider of cloud based global trade management (GTM) solutions, we automate import and export processes to enable goods to flow across international borders in the most efficient, compliant and profitable way. Our solution combines enterprise-class software, trade content sourced from government agencies and transportation providers in 145 countries, and a global supply chain network connecting our customers with their trading partners, including suppliers, freight forwarders, customs brokers and transportation carriers. We deliver our GTM solution using a Software-as-a-Service (SaaS) model and leverage a highly flexible technology framework to quickly and efficiently meet our customers’ unique requirements around the world. For more information, please visit www.AmberRoad.com, email [email protected] or call 201-935-8588.

Non-GAAP Financial Measures

To provide investors with additional information regarding our financial results, Amber Road has provided within this press release non-GAAP adjusted operating and net loss, adjusted EBITDA and non-GAAP total revenue, financial measures that are not calculated in accordance with generally accepted accounting principles, or GAAP. Provided below is a reconciliation of GAAP operating and net loss to non-GAAP adjusted operating and net loss, net loss to adjusted EBITDA and GAAP total revenue to Non-GAAP total revenue. EBITDA consists of net loss plus depreciation and amortization, interest expense (income) and income tax expense. Adjusted EBITDA consists of EBITDA plus stock-based compensation, restricted stock expense, compensation expense related to loan forgiveness, puttable stock compensation, changes in the fair value of contingent consideration liability, warrant expense, purchase accounting adjustment to deferred revenue and acquisition related costs. Non-GAAP total revenue is defined as GAAP total revenue before purchase accounting adjustments as a result of an acquisition. Amber Road has included these non-GAAP measures in this press release because it assists in comparing performance on a consistent basis across reporting periods, as it removes from operating results the impact of the company’s capital structure. Amber Road believes these non-GAAP measures are useful to an investor in evaluating its operating performance because they are often used by the financial community to measure a company’s operating performance without regard to items such as depreciation and amortization, which can vary depending upon accounting methods and the book value of assets, and to present a meaningful measure of performance exclusive of its capital structure and the method by which assets were acquired.

Amber Road’s use of these non-GAAP measures has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of its results 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 these non-GAAP measures do not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;
• these non-GAAP measures do not reflect changes in, or cash requirements for, working capital needs;
• these non-GAAP measures do not reflect the potentially dilutive impact of equity-based compensation;
• these non-GAAP measures do not reflect interest or tax payments that may represent a reduction in cash available; and
• other companies, including companies in Amber Road’s industry, may calculate adjusted EBITDA differently, which reduces its usefulness as a comparative measure.

Because of these and other limitations, you should consider these non-GAAP measures together with other GAAP-based financial performance measures, including various cash flow metrics, net loss and other GAAP results. A reconciliation of GAAP operating and net loss to non-GAAP adjusted operating and net loss, and adjusted EBITDA, and GAAP total revenue to Non-GAAP total revenue, has been provided in the financial statement tables included in this press release.

Cautionary Language Concerning Forward-Looking Statements

This press release contains forward-looking statements. These statements identify substantial risks and uncertainties and relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “could,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue,” and similar expressions, whether in the negative or affirmative. These statements are only predictions and may be inaccurate. Actual events or results may differ materially. In evaluating these statements, you should specifically consider various factors, including the risks outlined in our filings with the Securities and Exchange Commission (SEC), including, without limitation, our periodic and current SEC reports. These factors may cause our actual results to differ materially from any forward-looking statement. Although we believe that the expectations reflected in the forward-looking statements are reasonable, our future results, levels of activity, performance or achievements may differ from our expectations. Other than as required by law, we do not undertake to update any of the forward-looking statements after the date of this press release, even though our situation may change in the future.

CONTACT:
Investor Relations Contact:
ICR
Staci Mortenson, 201-806-3663
[email protected]
or
Amber Road Contacts:
Annika Helmrich, 201-806-3656 (US & Canada)
[email protected]
or
Martijn van Gils, +31 (0) 207997790 (Europe & Asia)
[email protected]

SEC Filings

Amber Road (AMBR) Tops Q1 EPS by 3c; Issues Weak FY15 OutlookMay 7, 2015 4:32 PM