EX-99.1 2 brdrex991.htm EXHIBIT 99.1 brdrex991


Exhibit 99.1
Borderfree Reports Record Fourth Quarter and Year End 2014 Financial Results
Gross merchandise volume reached a fourth quarter record of $167.0 million, a 7% increase from prior year; 2014 gross merchandise volume increased 22% year-over-year to a record $546.7 million
Ecommerce services revenue reached a fourth quarter record of $20.1 million, a 10% increase from prior year; 2014 ecommerce services revenue increased 23% year-over-year to a record $65.7 million
Total revenue reached a fourth quarter record of $36.7 million; 2014 total revenue increased 14% year-over-year to a record $125.5 million
Successfully reduced fourth quarter and full year logistics costs by 24% and 17%, respectively
Fourth quarter and full year Adjusted EBITDA of $3.5 million and a record $5.8 million, respectively
Successfully completed the $22.0 million acquisition of DutyCalculator in January 2015

NEW YORK - February 17, 2015 - Borderfree (NASDAQ: BRDR), a market leader in global ecommerce, today announced financial results for the fourth quarter and year ended December 31, 2014.

“We had a record year. Despite facing FX headwinds, both gross merchandise volume and ecommerce revenue reached quarterly record levels throughout the year”, said Michael DeSimone, Chief Executive Officer of Borderfree. “We continue to execute against our growth objectives and have made excellent progress in enhancing our technology platform, reducing logistics costs to their lowest level yet, and laying the groundwork to diversify our revenue base. With the recent acquisition of DutyCalculator, we are accelerating our strategy to expand our presence in the European global ecommerce space, and extending our business into cross-border data and transaction services to better serve customers around the world.”

Key Metrics*

 
Three Months Ended
 
Years Ended
 
December 31,
 
December 31,
 
2014
 
2013
 
2014
 
2013
 
(Dollars in thousands)
Gross merchandise volume
$
167,027

 
$
155,809

 
$
546,734

 
$
447,836

Number of customers
96

 
91

 
96

 
91

Number of customer ecommerce sites
171

 
158

 
171

 
158

 
 
 
 
 
 
 
 
*Only gross merchandise volume and customer ecommerce site metrics will be presented beginning with the three months ended March 31, 2015.
  
Revenue
Revenue for the fourth quarter of 2014 was $36.7 million, a 2% increase as compared to $35.9 million in the fourth quarter of 2013.
Ecommerce services revenue increased 10% to $20.1 million over the fourth quarter of 2013 ecommerce services revenue of $18.2 million. For the full year 2014, ecommerce services revenue increased 23% to $65.7 million from $53.3 million in 2013.
Fulfillment services revenue decreased 6% to $16.6 million over the fourth quarter of 2013 fulfillment services revenue of $17.7 million. For the full year 2014, fulfillment services revenue increased 4% to $59.7 million from $57.2 million in 2013.
The Company has been successful in optimizing its logistics program resulting in lower shipping and handling costs passed through to the end consumer. As a result, fulfillment services revenue as a percentage of revenue decreased from 49.4% in the fourth quarter of 2013 to 45.3% in the fourth quarter of 2014 and decreased from 51.8% for the full year 2013 to 47.6% for the full year 2014.






Net Income (Loss)
Net income on a GAAP basis for the fourth quarter of 2014 was $0.5 million as compared to net income of $1.8 million in the fourth quarter of 2013. Basic net income per share on a GAAP basis was $0.02 based on 31.9 million weighted average basic shares outstanding and diluted net income per share was $0.01 based on 33.5 million weighted average diluted shares outstanding for the fourth quarter of 2014. This compares to basic net income per share of $0.39 based on 4.6 million weighted average basic shares outstanding and diluted net income per share of $0.25 based on 7.1 million diluted shares outstanding for the fourth quarter of 2013. On a pro forma basis, as if all preferred shares converted to common shares outstanding as of January 1, 2013, GAAP basic net income per share was $0.07 based on 25.5 million weighted average shares outstanding and diluted net income per share was $0.06 based on 28.2 million weighted average diluted shares outstanding for the fourth quarter of 2013.

Net loss on a GAAP basis for the full year 2014 was $3.1 million as compared to a net loss of $0.7 million in 2013. Net loss per share on a GAAP basis was $0.12 for the full year 2014 based on 25.8 million weighted average basic and diluted shares outstanding. This compares to a net loss per share on a GAAP basis of $0.15 for the full year 2013 based on 4.3 million weighted average basic and diluted shares outstanding. On a pro forma basis, as if all preferred shares converted to common shares outstanding as of January 1, 2013, GAAP basic and diluted net loss per share for the full year 2014 were $0.10 based on 30.3 million weighted average basic and diluted shares outstanding.

Non-GAAP net income for the fourth quarter of 2014 was $2.0 million as compared to non-GAAP net income of $2.6 million in the fourth quarter of 2013. Non-GAAP basic and diluted net income per share was $0.06, based on 31.9 million and 33.5 million weighted average basic and diluted shares outstanding, respectively. On a pro forma basis, as if all preferred shares converted to common shares outstanding as of January 1, 2013, non-GAAP pro forma basic net income per share was $0.10 based on 25.4 million weighted average basic shares outstanding and diluted net income per share was $0.09 based on 28.2 million weighted average diluted shares outstanding for the fourth quarter of 2013.

Non-GAAP net income for the full year 2014 was $1.4 million as compared to non-GAAP net income of $0.9 million for the full year 2013. Non-GAAP basic and diluted net income per share was $0.05 for the full year 2014 based on 25.8 million and 27.8 million weighted average basic and diluted shares outstanding, respectively. On a pro forma basis, as if all preferred shares converted to common shares outstanding as of January 1, 2013, non-GAAP pro forma basic net income per share for the full year 2014 was $0.05 based on 30.3 million weighted average shares outstanding and diluted net income per share was $0.04 based on 32.4 million weighted average diluted shares outstanding.

Adjusted EBITDA
Adjusted EBITDA for the fourth quarter of 2014 was $3.5 million compared to $3.5 million in the fourth quarter of 2013. Adjusted EBITDA for the full year 2014 was $5.8 million compared to $3.5 million in 2013. Adjusted EBITDA as a percentage of revenue for the fourth quarter of 2014 was 9.5% compared to 9.6% for the fourth quarter of 2013. Adjusted EBITDA as a percentage of revenue for the full year 2014 was 4.7% compared to 3.1% in 2013.

A description of non-GAAP net income (loss), adjusted EBITDA and other non-GAAP calculations and reconciliation to comparable GAAP measures is provided in the financial statement tables included at the end of this press release. An explanation of these measures is also included below under the heading “Non-GAAP Financial Measures”.

Cash
Borderfree’s cash balance was $99.2 million as of December 31, 2014 as compared to $43.6 million as of December 31, 2013. Borderfree held investments in marketable securities of $27.6 million as of December 31, 2014. Borderfree did not hold investments in marketable securities as of December 31, 2013. Borderfree had no bank debt as of December 31, 2014.

For the fourth quarter of 2014 Borderfree generated $5.5 million in cash from operations and invested $1.3 million in purchases of property and equipment and capitalization of internal use software, resulting in positive free cash flow of $4.2 million. For the full year, Borderfree generated $4.5 million in cash from operations and invested $6.1 million in purchases of property and equipment and capitalization of internal use software, resulting in negative free cash flow for the year ended December 31, 2014 of $1.6 million. Borderfree generated positive free cash flow of $16.3 million for the year ended December 31, 2013 due in large part to one-time increases in cash associated with changes in credit terms with a payment processor and improved payment terms with certain large merchants operating on our platform.

On January 26, 2015, subsequent to year-end, the Company utilized $22.0 million of its available cash to purchase Bundle Tech Limited, the operator of DutyCalculator, a provider of cloud-based global trade and customs compliance data services.
  






Financial Outlook
Borderfree’s current financial and operating expectations for the first quarter and full year 2015, as of February 17, 2015, are as follows:

First Quarter 2015
Ecommerce services revenue of $11.4 million to $12.7 million
Revenue of $21.7 million to $24.2 million
Adjusted EBITDA loss of $3.4 million to $2.5 million
Non-GAAP net loss of $4.7 million to net loss of $3.8 million or net loss of $0.15 to net loss of $0.12 per basic and diluted share
Weighted average basic and diluted shares outstanding of 31.9 million
Non-cash stock-based compensation expense of approximately $1.1 million

Full Year 2015
Ecommerce services revenue of $66.7 million to $73.3 million
Revenue of $125.1 million to $137.4 million
Adjusted EBITDA of $4.8 million to $7.0 million
Non-GAAP net loss of $1.3 million to net income of $1.0 million or net loss of $0.04 per basic and diluted share to net income of $0.03 per basic and diluted share
Weighted average basic shares outstanding of 32.1 million and diluted shares outstanding of 35.3 million
Non-cash stock-based compensation expense of approximately $5.3 million







Earnings Teleconference Information
Borderfree will discuss its fourth quarter and year ended 2014 financial results during a teleconference today, February 17, 2015, at 5:00 PM ET. The conference call can be accessed at (877) 407-4018 or (201) 689-8471 (outside the US). The call will also be broadcast simultaneously at http://investors.borderfree.com.

Following completion of the call, a recorded replay of the webcast will be available on Borderfree’s website for a limited time.  To listen to the telephone replay, call toll-free (877) 870-5176 or (858) 384-5517 (outside the US), replay pin #13593454. The telephone replay will be available from 8:00 PM ET February 17 through 11:59 PM ET February 24, 2015. Additional investor information can be accessed at http://www.borderfree.com.        

Non-GAAP Financial Measures
Borderfree has provided in this release financial information that has not been prepared in accordance with GAAP. Borderfree uses these non-GAAP financial measures internally in analyzing its financial results and believes they are useful to investors, as a supplement to GAAP measures, in evaluating Borderfree's ongoing operational performance. Borderfree 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 its financial results with other companies in Borderfree’s industry, many of which present similar non-GAAP financial measures to investors. This information includes, adjusted EBITDA as a percentage of revenue, non-GAAP net income (loss) and non-GAAP net income (loss) per share, pro forma non-GAAP net income (loss) per share, and free cash flow. Borderfree defines adjusted EBITDA as net income (loss) before income taxes, interest income (expense), depreciation and amortization, loss on change in fair value of warrants, stock-based compensation expense, market based royalties and outsourcing servicing fees earned as a result of the sale of Global Settlements Service, which we refer to as other income-GSS, costs related to acquisitions and other one-time items; non-GAAP net income (loss) as net income (loss) excluding non-cash stock-based compensation, loss on change in fair value of warrants, other income-GSS, costs related to acquisitions and other one-time items; and free cash flow as cash provided by (used in) operating activities adjusted for purchases of property and equipment and capitalized internal use software. Non-GAAP financial measures that Borderfree uses may differ from measures that other companies may use. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Investors are encouraged to review the reconciliation of these non-GAAP measures to their most directly comparable GAAP financial measure. A reconciliation of GAAP to non-GAAP financial measures has been provided in the tables included as part of this press release. Earnings press releases containing such non-GAAP reconciliations can be found on the Investors section of the Company’s web site at http://www.borderfree.com.

About Borderfree
New York City-based Borderfree is a market leader in global ecommerce, operating a technology and services platform that the world's most iconic brands rely on to expand globally and transact with customers in more than 100 countries and territories and more than 60 currencies worldwide. Borderfree manages all aspects of the international shopping experience, including site localization, multi-currency pricing, payment processing, fraud management, landed cost calculation, customs clearance and brokerage and global logistics services while maintaining the integrity of our customers' brand and the consumer experience. For more information, visit www.borderfree.com.






Safe Harbor Provision
This press release includes certain “forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including statements concerning our financial guidance for the first fiscal quarter of 2015 and full year 2015, our position to execute on our growth strategy, our ability to decrease fulfillment costs and our ability to increase our profitability.  These forward-looking statements include, but are not limited to, plans, objectives, expectations and intentions and other statements contained in this press release that are not historical facts and statements identified by words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates" or words of similar meaning.  These forward-looking statements reflect our current views about our plans, intentions, expectations, strategies and prospects, which are based on the information currently available to us and on assumptions we have made.  Although we believe that our plans, intentions, expectations, strategies and prospects as reflected in or suggested by those forward-looking statements are reasonable, we can give no assurance that the plans, intentions, expectations or strategies will be attained or achieved.  Furthermore, actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of risks and factors that are beyond our control including, without limitation, fluctuations in exchange rates of foreign currencies and our ability to predict such fluctuations, our history of losses, our limited operating history; our ability to retain existing customers and attract new customers; our ability to successfully optimize and operate our logistics network; our ability to keep up with the rapid technological change required to remain competitive in our industry, our ability to manage our growth effectively and successfully recruit additional highly-qualified personnel; and the price volatility of our common stock, and other risks set forth under the caption "Risk Factors" in our Form 10-Q filed on November 5, 2014, as updated by our subsequently filed Quarterly Reports on Form 10-Q and our other SEC filings.  We assume no obligation to update any forward-looking statements contained in this document as a result of new information, future events or otherwise.






BORDERFREE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands except share and per share data)
 
Three Months Ended
 
Years Ended
 
December 31,
 
December 31,
 
2014
 
2013
 
2014
 
2013
Revenue
$
36,718

 
$
35,886

 
$
125,492

 
$
110,457

Operating expenses:
 
 
 
 
 
 
 
Cost of revenue
23,202

 
24,434

 
79,287

 
75,070

Technology and operations
4,248

 
2,348

 
14,190

 
9,366

Research and development
2,502

 
1,964

 
8,936

 
6,656

Sales and marketing
2,922

 
2,307

 
11,847

 
10,028

General and administrative
3,273

 
2,352

 
13,565

 
9,567

Total operating expenses
36,147

 
33,405

 
127,825

 
110,687

Income (loss) from operations
571

 
2,481

 
(2,333
)
 
(230
)
Interest and other income, net
118

 
253

 
586

 
1,406

Loss on change in fair value of warrants

 
(711
)
 
(964
)
 
(1,496
)
Income (loss) before income taxes
689

 
2,023

 
(2,711
)
 
(320
)
Provision for income taxes
195

 
215

 
397

 
334

Net income (loss)
$
494

 
$
1,808

 
$
(3,108
)
 
$
(654
)
 
 
 
 
 
 
 
 
Net income (loss) per share:
 
 
 
 
 
 
 
Basic
$
0.02

 
$
0.39

 
$
(0.12
)
 
$
(0.15
)
Diluted
$
0.01

 
$
0.25

 
$
(0.12
)
 
$
(0.15
)
Weighted average common shares outstanding:
 
 
 
 
 
 
 
Basic
31,863,005

 
4,581,390

 
25,765,819

 
4,255,775

Diluted
33,499,914

 
7,101,249

 
25,765,819

 
4,255,775

 
 
 
 
 
 
 
 
GAAP pro forma net income (loss) per share: (1)
 
 
 
 
 
 
 
Basic
$
0.02

 
$
0.07

 
$
(0.10
)
 
$
(0.03
)
Diluted
$
0.01

 
$
0.06

 
$
(0.10
)
 
$
(0.03
)
GAAP pro forma weighted average common shares outstanding:
 
 
 
 
 
 
 
Basic
31,863,005

 
25,454,017

 
30,283,456

 
25,128,403

Diluted
33,499,914

 
28,232,657

 
30,283,456

 
25,128,403

 
 
 
 
 
 
 
 
(1) Pro forma net income (loss) per share and pro forma weighted average common shares outstanding assume preferred stock converted to common stock as of January 1, 2013





BORDERFREE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands except par value and share data)
 
 
At December 31,
 
 
2014
 
2013
Assets
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
99,188

 
$
43,599

            Investments
 
27,555

 

            Trade receivables, net
 
18,031

 
13,785

Short term receivable from sale of business
 
629

 
742

Prepaid expenses and other
 
3,107

 
3,056

Total current assets
 
148,510

 
61,182

Restricted cash and deposits
 
482

 
288

Employee rights upon retirement funds
 
896

 
897

Receivable from sale of business
 
77

 
476

Property and equipment, net
 
10,310

 
7,667

Goodwill
 
265

 
265

Intangible assets, net
 
957

 
1,262

Other assets
 
220

 
276

Total assets
 
$
161,717

 
$
72,313

Liabilities, convertible preferred stock and stockholders’ equity (deficit)
 
 
 
 
Current liabilities:
 
 
 
 
Trade payables
 
$
30,483

 
$
28,508

Deferred revenue
 
1,781

 
1,080

Current maturity of long term debt
 
14

 
32

Accrued expenses and other
 
11,167

 
12,286

Total current liabilities
 
43,445

 
41,906

Liability for employee rights upon retirement
 
1,514

 
1,454

Long term debt
 

 
14

Other long term liabilities
 
331

 
279

Total liabilities
 
45,290

 
43,653

Total convertible preferred stock
 

 
41,937

Stockholders’ equity (deficit):
 
 
 
 
Common stock, $0.01 par value; 200,000,000 and 49,500,000 shares authorized at December 31, 2014 and December 31, 2013, respectively; 32,187,236 and 4,843,612 shares issued at December 31, 2014 and December 31, 2013, respectively; 31,947,716 and 4,604,092 outstanding at December 31, 2014 and December 31, 2013, respectively
 
322

 
48

Additional paid in capital
 
136,260

 
4,132

Notes receivable from stockholders
 

 
(429
)
Accumulated other comprehensive loss
 
(19
)
 

Treasury stock, at cost
 
(600
)
 
(600
)
Accumulated deficit
 
(19,536
)
 
(16,428
)
Total stockholders’ equity (deficit)
 
116,427

 
(13,277
)
Total liabilities, convertible preferred stock and stockholders’ equity (deficit)
 
$
161,717

 
$
72,313






BORDERFREE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
 
Years Ended
 
December 31,
 
2014
 
2013
Cash flows from operating activities
 
 
 
Net loss
$
(3,108
)
 
$
(654
)
Adjustments to reconcile net loss to net cash from operating activities:
 
 
 
Stock-based compensation
4,067

 
1,407

Forgiveness of notes receivable from stockholders
396

 

Loss on change in fair value of warrants
964

 
1,496

Depreciation and amortization
3,926

 
2,285

Loss (gain) on employee rights upon retirement funds
(67
)
 
8

Interest income on notes receivables from stockholders

 
(5
)
Changes in operating assets and liabilities:
 
 
 
 (Increase) decrease in trade receivables
(4,246
)
 
1,500

 (Increase) decrease in prepaid expenses and other
(1,753
)
 
3,019

 Increase in trade payables
1,975

 
12,191

 Increase in accrued expenses and other
2,142

 
88

 Increase (decrease) in liability for employee rights upon retirement
230

 
(98
)
Net cash provided by operating activities
4,526

 
21,237

Cash flows from investing activities
 
 
 
Purchases of investments
(27,587
)
 

Restricted cash and deposits
(94
)
 
29

Purchase of property and equipment
(2,143
)
 
(1,603
)
Capitalized internal use software
(3,962
)
 
(3,295
)
(Increase) decrease in funds in respect of employee rights upon retirement
(103
)
 
161

Payment for intangible asset

 
(81
)
Proceeds from sale of business
512

 
988

Net cash used in investing activities
(33,377
)
 
(3,801
)
Cash flows from financing activities
 
 
 
Proceeds from initial public offering, net of underwriting discounts and commissions
85,561

 

Offering costs
(1,541
)
 
(1,647
)
Proceeds from exercise of stock options
419

 
395

Repayments of notes receivable from stockholder
33

 
28

Proceeds from line of credit

 
10,000

Repayment of line of credit

 
(10,000
)
Payments of capital leases
(32
)
 
(89
)
Net cash provided by (used in) financing activities
84,440

 
(1,313
)
Increase in cash and cash equivalents
55,589

 
16,123

Balance of cash and cash equivalents at beginning of period
43,599

 
27,476

Balance of cash and cash equivalents at end of period
$
99,188

 
$
43,599

Supplemental disclosure of cash flow information
 
 
 
Cash paid for interest
$

 
$
13

Cash paid for taxes
$
447

 
$
451

Non-cash capital expenditures
$
159

 
$
577

Non-cash financing activities
 
 
 
Cashless exercise of warrants
$
3

 
$






BORDERFREE, INC.
CALCULATION OF NON-GAAP NET INCOME,
NON-GAAP NET INCOME PER SHARE AND
NON-GAAP PRO FORMA NET INCOME PER SHARE
(Unaudited, in thousands except per share data)
 
Three Months Ended
 
Years Ended
 
December 31,
 
December 31,
 
2014
 
2013
 
2014
 
2013
Reconciliation of Net Income (Loss) to Non-GAAP Net Income:
 
 
 
 
 
 
 
Net income (loss)
$
494

 
$
1,808

 
$
(3,108
)
 
$
(654
)
     Stock-based compensation expense
1,375

 
361

 
4,067

 
1,407

     Forgiveness of notes receivable from stockholders

 

 
629

 

     Loss on change in fair value of warrants

 
711

 
964

 
1,496

     Other income-GSS
(164
)
 
(246
)
 
(701
)
 
(1,380
)
     Acquisition costs
338

 

 
338

 

     Non-recurring duty drawback

 

 
(781
)
 

Non-GAAP net income
$
2,043

 
$
2,634

 
$
1,408

 
$
869

 
 
 
 
 
 
 
 
Non-GAAP net income per share:
 
 
 
 
 
 
 
Basic
$
0.06

 
$
0.57

 
$
0.05

 
$
0.20

Diluted
$
0.06

 
$
0.37

 
$
0.05

 
$
0.12

Weighted average common shares outstanding:
 
 
 
 
 
 
 
Basic
31,863,005

 
4,581,390

 
25,765,819

 
4,255,775

Diluted
33,499,914

 
7,101,249

 
27,837,233

 
7,175,038

 
 
 
 
 
 
 
 
Non-GAAP pro forma net income per share: (2)
 
 
 
 
 
 
 
Basic
$
0.06

 
$
0.10

 
$
0.05

 
$
0.03

Diluted
$
0.06

 
$
0.09

 
$
0.04

 
$
0.03

Non-GAAP pro forma weighted average common shares outstanding:
 
 
 
 
 
 
 
Basic
31,863,005

 
25,454,017

 
30,283,456

 
25,128,403

Diluted
33,499,914

 
28,232,657

 
32,354,871

 
28,306,447

 
 
 
 
 
 
 
 
(2) Pro forma non-GAAP net income per share and pro forma weighted average common shares outstanding assume preferred stock converted to common stock as of January 1, 2013





BORDERFREE, INC.
CALCULATION OF ADJUSTED EBITDA
(Unaudited, in thousands)
 
Three Months Ended
 
Years Ended
 
December 31,
 
December 31,
 
2014
 
2013
 
2014
 
2013
Reconciliation of Net Income (Loss) to Adjusted EBITDA:
 
Net income (loss)
$
494

 
$
1,808

 
$
(3,108
)
 
$
(654
)
     Depreciation and amortization
1,196

 
630

 
3,926

 
2,285

     Interest expense (income)
47

 
(8
)
 
115

 
(26
)
     Provision for income taxes
195

 
215

 
397

 
334

     Stock-based compensation expense
1,375

 
361

 
4,067

 
1,407

     Forgiveness of notes receivable from stockholders

 

 
629

 

     Loss on change in fair value of warrants

 
711

 
964

 
1,496

     Other income-GSS
(164
)
 
(246
)
 
(701
)
 
(1,380
)
     Acquisition costs
338

 

 
338

 

     Non-recurring duty drawback

 

 
(781
)
 

Adjusted EBITDA
$
3,481

 
$
3,471

 
$
5,846

 
$
3,462



CONTACT:
Investor Relations:
 
Denise Garcia
 
ICR
 
investors@borderfree.com
 
 
 
Media Relations:
 
Jennifer Raezer
 
jennifer@borderfree.com