0001169652-19-000061.txt : 20190509 0001169652-19-000061.hdr.sgml : 20190509 20190509065858 ACCESSION NUMBER: 0001169652-19-000061 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20190507 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20190509 DATE AS OF CHANGE: 20190509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHANNELADVISOR CORP CENTRAL INDEX KEY: 0001169652 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 562257867 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35940 FILM NUMBER: 19808707 BUSINESS ADDRESS: STREET 1: 3025 CARRINGTON MILL BOULEVARD CITY: MORRISVILLE STATE: NC ZIP: 27560 BUSINESS PHONE: 919-228-4700 MAIL ADDRESS: STREET 1: 3025 CARRINGTON MILL BOULEVARD CITY: MORRISVILLE STATE: NC ZIP: 27560 8-K 1 ecom5920198-k.htm 8-K Document


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, 2019

____________________________________________________
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.)

3025 Carrington Mill Boulevard
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨




Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, $0.001 par value
ECOM
New York Stock Exchange






Item 2.02            Results of Operations and Financial Condition.
On May 9, 2019, ChannelAdvisor Corporation (the “Registrant”) issued a press release announcing its financial results for the quarter ended March 31, 2019. 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 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)          Resignation of Mark E. Cook as Chief Financial Officer
On May 7, 2019, Mark E. Cook resigned as Chief Financial Officer and principal financial officer of the Registrant effective as of May 9, 2019, following the filing of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019. Mr. Cook’s resignation is not the result of any dispute or disagreement related to the Registrant’s operations or operating results.
(c)                    Appointment of Richard F. Cornetta as Chief Financial Officer
On May 7, 2019, the Registrant’s Board of Directors (the “Board”) appointed Richard F. Cornetta, the Registrant’s Chief Accounting Officer and principal accounting officer, as the Registrant’s Chief Financial Officer, effective concurrently with the effectiveness of Mr. Cook’s resignation on May 9, 2019.  Mr. Cornetta will also serve as the Registrant’s principal financial officer. There is no arrangement or understanding between Mr. Cornetta and any other person pursuant to which he was selected as an executive officer of the Registrant, and there is no family relationship between Mr. Cornetta and any of the Registrant’s directors or other executive officers. Mr. Cornetta has served as Vice President, Finance and Chief Accounting Officer of the Registrant since November 2015, and as its Controller from September 2013 to November 2015. Prior to joining the Registrant, Mr. Cornetta was employed by Dex Media, Inc., a public company providing local marketing solutions, most recently serving as Director of Financial Reporting and Accounting from 2010 to September 2013.
Item 7.01.             Regulation FD Disclosure.
On May 9, 2019, the Registrant issued a press release announcing Mr. Cornetta’s appointment and Mr. Cook’s resignation.  A copy of this press release is furnished herewith as Exhibit 99.2 to this Current Report.
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.

 
 
 
CHANNELADVISOR CORPORATION
 
 
 
 
 
 
By:
/s/ David J. Spitz
Date:
May 9, 2019
 
David J. Spitz
 
 
 
Chief Executive Officer





EX-99.1 2 ecom592019ex991.htm EXHIBIT 99.1 Exhibit
Exhibit 99.1

ecomlogoa07.jpg

ChannelAdvisor Reports First Quarter 2019 Results;
Adjusted EBITDA Significantly Exceeds Guidance
Raising 2019 Adjusted EBITDA Guidance


Research Triangle Park, NC - May 9, 2019 - ChannelAdvisor Corporation (NYSE: ECOM), a leading provider of cloud-based e-commerce solutions that enable brands and retailers to increase global sales, today reported financial results for the quarter ended March 31, 2019.

"First quarter revenues were within our previous guidance range, although variable revenue was somewhat impacted by a more pronounced deceleration in Amazon and eBay GMV growth than we previously anticipated, consistent with their recently reported results for the first quarter," said David Spitz, Chief Executive Officer of ChannelAdvisor. "Despite this, we posted strong Adjusted EBITDA that was substantially better than the high-end of our guidance range, highlighting our solid expense discipline in the quarter. Given the GMV trends we saw in the first quarter, and incorporating the impact of slower sales in the first quarter attributable to a territory change we implemented, we are moderating our full-year revenue outlook. However, we are simultaneously raising our full-year Adjusted EBITDA guidance, demonstrating our commitment to driving margin growth while we continue investing in key strategic priorities." 

First Quarter 2019 Financial Results
Revenue: Total revenue was $31.6 million for the first quarter 2019, an increase of 0.4% from the year-ago period. Fixed subscription fees were $25.5 million, or 80.6% of total revenue, an increase of 6.2% from the year-ago period. Variable subscription fees were $6.1 million, or 19.4% of total revenue, a decrease of 18.1% from the year-ago period.
Gross Profit: GAAP gross profit was $24.0 million, representing a 76.2% gross margin for the first quarter 2019, compared with $24.1 million and 76.6%, respectively, for the year-ago period. Non-GAAP gross profit was $24.4 million, representing a 77.4% non-GAAP gross margin for the first quarter 2019, compared with $24.3 million and 77.3%, respectively, for the year-ago period.
Net Loss: GAAP net loss was $(2.3) million for the first quarter 2019, compared with $(3.2) million for the year-ago period. GAAP net loss per share was $(0.08) based on 27.5 million weighted average shares outstanding for the first quarter 2019, compared with $(0.12) and 26.7 million shares then outstanding for the year-ago period. Non-GAAP net income was $1.1 million for the first quarter 2019, or $0.04 per share, compared with non-GAAP net loss of $(0.4) million, or $(0.02) per share, for the year-ago period. For a description of these and other non-GAAP measures included in this press release, including their potential limitations, see “Non-GAAP Financial Measures” below.
Adjusted EBITDA: Adjusted EBITDA, a non-GAAP measure, was $2.6 million for the first quarter 2019, compared with $1.0 million for the year-ago period.



Exhibit 99.1

Cash: Cash and cash equivalents totaled $48.4 million as of March 31, 2019, compared with $47.2 million as of December 31, 2018. Cash generated from operations was $1.4 million for the three months ended March 31, 2019, compared with $2.0 million for the year-ago period.
Recent Operating Highlights
Winning with Brands: Continued to expand the customer base and accelerate revenue growth for brands, a key customer segment. Added 50 net new brand customers for the twelve-month period ended March 31, 2019. Brands accounted for 20.0% of the Company’s customer base as of March 31, 2019, compared to 17.7% as of March 31, 2018 and brands revenue growth accelerated to 31.0% on a trailing twelve-month basis as of March 31, 2019, compared to 22.2% for the year-ago period.
Launched New Platform User Interface: In April, launched a new user interface aimed at improving the ease of use of the marketplaces platform, serving to support further targeted improvements in customer retention and indirect sales channel efforts.
Expanded Supported Marketplaces: Increased the number of marketplace integrations to 133 as of the end of first quarter 2019 from 107 as of the end of the first quarter 2018, including Target+, and partnered with Instagram to support its new marketplace.
Average Revenue per Customer (ARPC): ARPC, calculated on a trailing twelve-month basis, was $46,530 for the twelve months ended March 31, 2019, an increase of 5.9% from the year-ago period.
Customer Count: Total customer count was 2,774 at the end of the first quarter 2019, compared with 2,855 customers at the end of the first quarter 2018.
Financial Outlook
Based on the information available as of today, ChannelAdvisor is issuing guidance for its second quarter 2019 and updating guidance for the full year 2019 from amounts previously provided on February 13, 2019.
(in millions)
Q2 2019
 
Full Year 2019 (updated)
Revenue
$31.5 - $32.0
 
$131.0 - $134.0
Adjusted EBITDA
$1.5 - $2.0
 
$15.0 - $17.0
Stock-based Compensation Expense
$2.5 - $2.9
 
$11.5 - $12.5
Weighted Average Shares Outstanding
27.9
 
28.0
Refer to the "Adjusted EBITDA Guidance Reconciliation" table included with the financial tables at the end of this release for the reconciliation to the most comparable GAAP financial measure.
Conference Call Information
What:
ChannelAdvisor First Quarter 2019 Financial Results Conference Call
When:
Thursday, May 9, 2019
Time:
8:00 a.m. ET
Live Call:
(855) 638-4821, Passcode 8883256, Toll free
 
(704) 288-0612, Passcode 8883256, Toll
Webcast:
http://ir.channeladvisor.com (live and replay)




Exhibit 99.1

Key Financial and Operating Metrics
Average revenue per customer is revenue for a particular period divided by the average monthly number of customers during the period, which is calculated by taking the sum of the number of customers at the end of each month in the period and dividing by the number of months in the period.
Number of customers includes all customers who subscribe to at least one of our solutions.
Non-GAAP Financial Measures
This press release contains the following non-GAAP financial measures: non-GAAP net income (loss) and adjusted EBITDA. Non-GAAP net income (loss) excludes non-cash stock-based compensation expense. Adjusted EBITDA excludes depreciation, amortization, income tax expense, net interest expense and stock-based compensation expense.
ChannelAdvisor believes that these non-GAAP measures of financial results provide useful information to management and investors relating to ChannelAdvisor’s financial condition and results of operations. The company’s management uses these non-GAAP measures to compare the company’s 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 company’s 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 company’s 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 company’s 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.
About ChannelAdvisor
ChannelAdvisor (NYSE: ECOM) is a leading e-commerce cloud platform whose mission is to connect and optimize the world’s commerce. For nearly two decades, ChannelAdvisor has helped brands and retailers worldwide improve their online performance by expanding sales channels, connecting with consumers around the world, optimizing their operations for peak performance and providing actionable analytics to improve competitiveness. Thousands of customers depend on ChannelAdvisor to securely power their sales and optimize fulfillment on channels such as Amazon, eBay, Facebook, Google, Walmart and hundreds more. 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 guidance for the second quarter and full year 2019 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 projection



Exhibit 99.1

s, 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 ChannelAdvisor’s control. ChannelAdvisor’s 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 ChannelAdvisor’s Annual Report on Form 10-K for the year ended December 31, 2018 and its Quarterly Report on Form 10-Q that will be filed for the quarter ended March 31, 2019, 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 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 ChannelAdvisor’s 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 ChannelAdvisor’s views as of any date subsequent to the date of this press release.
###


Investor Contact:
Traci Mangini
ChannelAdvisor Corporation
traci.mangini@channeladvisor.com
919-228-4886

Media Contact:
Tamara Gibbs
ChannelAdvisor Corporation
tamara.gibbs@channeladvisor.com
919-249-9798




ChannelAdvisor Corporation and Subsidiaries
Condensed Consolidated Balance Sheets
(in thousands, except share and per share data)
 

March 31, 2019

December 31, 2018
 
(unaudited)

 
Assets



Current assets:



Cash and cash equivalents
$
48,416


$
47,185

Accounts receivable, net of allowance of $715 and $652 as of March 31, 2019 and December 31, 2018, respectively
22,097


23,436

Prepaid expenses and other current assets
8,986


9,248

Total current assets
79,499


79,869

Operating lease right of use assets
14,102

 

Property and equipment, net
11,253


12,007

Goodwill
23,486


23,486

Intangible assets, net
1,742


1,894

Deferred contract costs, net of current portion

11,586

 
11,336

Long-term deferred tax assets, net
4,007

 
4,162

Other assets
958


1,515

Total assets
$
146,633


$
134,269

Liabilities and stockholders' equity



Current liabilities:



Accounts payable
$
1,110


$
1,598

Accrued expenses
10,203


9,358

Deferred revenue
23,493


24,205

Other current liabilities
6,677


3,569

Total current liabilities
41,483


38,730

Long-term operating leases, net of current portion
13,105

 

Long-term finance leases, net of current portion
1,404


1,404

Lease incentive obligation

 
2,154

Other long-term liabilities
1,196


2,343

Total liabilities
57,188


44,631

Commitments and contingencies





Stockholders' equity:



Preferred stock, $0.001 par value, 5,000,000 shares authorized, no shares issued and outstanding as of March 31, 2019 and December 31, 2018

 

Common stock, $0.001 par value, 100,000,000 shares authorized, 27,850,988 and 27,347,115 shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively
28


27

Additional paid-in capital
273,607


271,550

Accumulated other comprehensive loss
(1,629
)

(1,707
)
Accumulated deficit
(182,561
)

(180,232
)
Total stockholders' equity
89,445


89,638

Total liabilities and stockholders' equity
$
146,633


$
134,269







ChannelAdvisor Corporation and Subsidiaries
Unaudited Condensed Consolidated Statements of Operations
(in thousands, except share and per share data)
 
 
Three Months Ended March 31,
 
2019
 
2018
Revenue
$
31,574

 
$
31,445

Cost of revenue (1) (2)
7,529

 
7,353

Gross profit
24,045

 
24,092

Operating expenses (1) (2):
 
 
 
Sales and marketing
14,313

 
14,890

Research and development
5,333

 
5,902

General and administrative
6,699

 
6,451

Total operating expenses
26,345

 
27,243

Loss from operations
(2,300
)
 
(3,151
)
Other income (expense):
 
 
 
Interest income (expense), net
183

 
125

Other income (expense), net
(20
)
 
(19
)
Total other income (expense)
163

 
106

Loss before income taxes
(2,137
)
 
(3,045
)
Income tax expense
192

 
112

Net loss
$
(2,329
)
 
$
(3,157
)
Net loss per share:
 
 
 
Basic and diluted
$
(0.08
)
 
$
(0.12
)
Weighted average common shares outstanding:
 
 
 
Basic and diluted
27,493,049

 
26,739,331

 
 
 
 
(1) Includes stock-based compensation as follows:
 
 
 
Cost of revenue
$
385

 
$
217

Sales and marketing
1,036

 
752

Research and development
730

 
649

General and administrative
1,247

 
1,115

 
$
3,398

 
$
2,733

 
 
 
 
(2) Includes depreciation and amortization as follows:
 
 
 
Cost of revenue
$
923

 
$
877

Sales and marketing
206

 
220

Research and development
90

 
98

General and administrative
327

 
285

 
$
1,546

 
$
1,480








ChannelAdvisor Corporation and Subsidiaries
Unaudited Condensed Consolidated Statements of Cash Flows
(in thousands)
 
 
Three Months Ended March 31,
 
2019
 
2018
Cash flows from operating activities
 
 
 
Net loss
$
(2,329
)
 
$
(3,157
)
Adjustments to reconcile net loss to cash and cash equivalents provided by operating activities:
 
 
 
Depreciation and amortization
1,546

 
1,480

Bad debt expense
242

 
189

Stock-based compensation expense
3,398

 
2,733

Deferred income taxes
189

 
105

Other items, net
60

 
(219
)
Changes in assets and liabilities:
 
 
 
Accounts receivable
1,231

 
6,587

Prepaid expenses and other assets
1,525

 
1,195

Deferred contract costs
(511
)
 
(1,942
)
Accounts payable and accrued expenses
(3,092
)
 
(3,660
)
Deferred revenue
(839
)
 
(1,339
)
Cash and cash equivalents provided by operating activities
1,420

 
1,972

Cash flows from investing activities
 
 
 
Purchases of property and equipment
(172
)
 
(338
)
Payment of internal-use software development costs
(511
)
 
(124
)
Cash and cash equivalents used in investing activities
(683
)
 
(462
)
Cash flows from financing activities
 
 
 
Repayment of finance leases
(446
)
 
(330
)
Proceeds from exercise of stock options
937

 
159

Payment of statutory tax withholding related to net-share settlement of restricted stock units

 
(14
)
Cash and cash equivalents provided by (used in) financing activities
491

 
(185
)
Effect of currency exchange rate changes on cash and cash equivalents
3

 
2

Net increase in cash and cash equivalents
1,231

 
1,327

Cash and cash equivalents, beginning of period
47,185

 
53,422

Cash and cash equivalents, end of period
$
48,416

 
$
54,749







Reconciliation of GAAP Gross Profit and GAAP Gross Margin to Non-GAAP Gross Profit and Non-GAAP Gross Margin
(unaudited; dollars in thousands)
 
Three Months Ended March 31,
 
2019
 
2018
Revenue
$
31,574

 
$
31,445

 
 
 
 
Gross profit (GAAP)
$
24,045

 
$
24,092

Plus: Stock-based compensation expense included within cost of revenue
385

 
217

Gross profit (Non-GAAP)
$
24,430

 
$
24,309

Gross margin (GAAP)
76.2
%
 
76.6
%
Gross margin (Non-GAAP)
77.4
%
 
77.3
%
Reconciliation of GAAP Operating Expenses to Non-GAAP Operating Expenses
(unaudited; in thousands)
 
Three Months Ended March 31,
 
2019
 
2018
Operating expenses (GAAP)
$
26,345

 
$
27,243

Less: Stock-based compensation expense included within operating expenses
3,013

 
2,516

Operating expenses (Non-GAAP)
$
23,332

 
$
24,727

Reconciliation of GAAP Loss from Operations and GAAP Operating Margin to Non-GAAP Income (Loss) from Operations and Non-GAAP Operating Margin
(unaudited; dollars in thousands)
 
Three Months Ended March 31,
 
2019
 
2018
Revenue
$
31,574

 
$
31,445

 
 
 
 
Loss from operations (GAAP)
$
(2,300
)
 
$
(3,151
)
Plus: Stock-based compensation expense
3,398

 
2,733

Income (loss) from operations (Non-GAAP)
$
1,098

 
$
(418
)
Operating margin (GAAP)
(7.3
)%
 
(10.0
)%
Operating margin (Non-GAAP)
3.5
 %
 
(1.3
)%
Reconciliation of GAAP Net Loss to Non-GAAP Net Income (Loss)
(unaudited; in thousands)

Three Months Ended March 31,

2019

2018
Net loss (GAAP)
$
(2,329
)

$
(3,157
)
Plus: Stock-based compensation expense
3,398


2,733

Net income (loss) (Non-GAAP)
$
1,069


$
(424
)





Reconciliation of GAAP Net Loss to Adjusted EBITDA
(unaudited; in thousands)

Three Months Ended March 31,

2019

2018
Net loss (GAAP)
$
(2,329
)

$
(3,157
)
  Adjustments:



Interest (income) expense, net
(183
)

(125
)
Income tax expense
192


112

Depreciation and amortization expense
1,546


1,480

     Total adjustments
1,555


1,467

EBITDA
(774
)

(1,690
)
Stock-based compensation expense
3,398


2,733

Adjusted EBITDA
$
2,624


$
1,043


Free Cash Flow Reconciliation
(unaudited; in thousands)
 
Three Months Ended March 31,
 
2019
 
2018
Cash and cash equivalents provided by operating activities
$
1,420

 
$
1,972

Less: Purchases of property and equipment
(172
)
 
(338
)
Free cash flow
$
1,248

 
$
1,634


Adjusted EBITDA Guidance Reconciliation
(unaudited; in millions)

Second Quarter 2019

Full Year 2019

Low

High

Low

High
Net loss (estimate)
$
(3.1
)

$
(1.9
)

$
(4.0
)

$
(0.5
)
  Adjustments (estimates):







Interest (income) expense, net
(0.1
)

(0.2
)

(0.6
)

(0.8
)
Income tax expense
0.2


0.1


0.8


0.7

Depreciation and amortization expense
1.6


1.5


6.3


6.1

     Total adjustments
1.7


1.4


6.5


6.0

EBITDA
(1.4
)

(0.5
)

2.5


5.5

Stock-based compensation expense (estimate)
2.9


2.5


12.5


11.5

Adjusted EBITDA guidance
$
1.5


$
2.0


$
15.0


$
17.0




EX-99.2 3 ecom592019ex992.htm EXHIBIT 99.2 Exhibit
Exhibit 99.2

ChannelAdvisor Announces CFO Transition

Mark Cook Announces Retirement; Richard Cornetta, Vice President, Finance and Chief Accounting Officer Appointed Successor

RESEARCH TRIANGLE PARK, N.C. – May 9, 2019 – ChannelAdvisor Corporation (NYSE: ECOM), a leading provider of cloud-based e-commerce solutions, announced the retirement of Chief Financial Officer, Mark Cook effective today. The Board of Directors has appointed Richard Cornetta, ChannelAdvisor’s Vice President, Finance and Chief Accounting Officer to succeed Mr. Cook as Chief Financial Officer. Mr. Cook has agreed to serve in an advisory capacity through May 31, 2019 to ensure a seamless transition.
 
Mr. Cornetta joined ChannelAdvisor in 2013 as Corporate Controller and has served as Vice President, Finance and Chief Accounting Officer since 2015. Prior to joining ChannelAdvisor, Mr. Cornetta served in financial leadership positions at Dex Media, Inc. and UST Inc. and began his professional career with Ernst & Young. Mr. Cornetta is a Certified Public Accountant.
 
“We are pleased to have Rich assume the role of Chief Financial Officer and appreciate Mark’s support during the transition,” commented David Spitz, Chief Executive Officer of ChannelAdvisor. “Rich joined ChannelAdvisor shortly after our initial public offering and has been instrumental in the development and successful operation of our finance department. We believe he is an excellent choice to fill this critical role."
 
Mr. Spitz continued, “Mark has been a key contributor to our success over the past three plus years and, on behalf of ChannelAdvisor’s board of directors and management team, I want to thank him for his dedication to the company. We congratulate Mark on a nearly 40-year successful finance career, and we wish him well during his retirement.”

Mr. Cook commented, “It has been a privilege to serve as Chief Financial Officer of ChannelAdvisor. I consider myself fortunate to have had a strong team, and to have played a role in ChannelAdvisor’s growth. I want to thank David and the ChannelAdvisor board of directors for the opportunity, and I am committed to ensuring a smooth transition with Rich, in whom I have the utmost confidence. Upon retirement, I am excited and looking forward to spending more time with my wife and family who have been incredibly supportive of my career.”

About ChannelAdvisor
ChannelAdvisor (NYSE: ECOM) is a leading e-commerce cloud platform whose mission is to connect and optimize the world’s commerce. For nearly two decades, ChannelAdvisor has helped brands and retailers worldwide improve their online performance by expanding sales channels, connecting with consumers around the world, optimizing their operations for peak performance, and providing actionable analytics to improve competitiveness. Thousands of customers depend on ChannelAdvisor to securely power their sales and optimize fulfillment on channels such as Amazon, eBay, Google, Facebook, Walmart, and hundreds more.  For more information, visit www.channeladvisor.com.

Investor Contact:
Traci Mangini
ChannelAdvisor Corporation
traci.mangini@channeladvisor.com
(919) 228-4886

Media Contact:
Tamara Gibbs
ChannelAdvisor Corporation
tamara.gibbs@channeladvisor.com
(919) 249-9798

GRAPHIC 4 ecomlogoa07.jpg begin 644 ecomlogoa07.jpg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�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end