AMBR Amber Road, Inc.

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): August 7, 2014


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 August 7, 2014, Amber Road, Inc. (the "Company") issued a press release announcing its financial results for the quarter ended June 30, 2014. In the press release, the Company also announced that it would be holding a conference call on August 7, 2014 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 Second Quarter 2014 Financial Results

Total revenue of $15.8 million increases 32% year-over-year

EAST RUTHERFORD, N.J.--(BUSINESS WIRE)--August 7, 2014--Amber Road, Inc. (NYSE: AMBR), a leading provider of global trade management (GTM) solutions, today announced its financial results for the quarter ended June 30, 2014.

Jim Preuninger, Chief Executive Officer of Amber Road, stated, “We are pleased with our performance in the second quarter, with revenue increasing 32% year-over-year. Our results reflect increasing demand for global trade management solutions, our highly differentiated offering, and the response to our sales and marketing investments to drive awareness and adoption. Our well-diversified performance across our target markets proves that our opportunity is large, and that we are executing well around the world to capitalize on it.”

Second Quarter 2014 Financial Highlights

Revenue

• Total revenue was $15.8 million, an increase of 32% from the comparable period in 2013.
• Subscription revenue was $10.6 million, an increase of 23% from the comparable period in 2013.
• Professional Services revenue was $5.2 million, an increase of 58% from the comparable period in 2013.

Operating Loss

• GAAP operating loss was $(2.0) million, compared to GAAP operating loss of $(5.3) million in the comparable period in 2013.
• Non-GAAP adjusted operating loss which excludes stock-based compensation, puttable stock compensation, and changes in the fair value of contingent consideration liability was $(1.8) million, compared to non-GAAP adjusted operating loss of $(1.5) million in the comparable period in 2013, which excludes stock-based compensation, restricted stock expense, and warrant expense.

Net Loss attributable to common stockholders

• GAAP net loss attributable to common stockholders was $(2.2) million, compared to $(6.6) million for the comparable period in 2013.
• GAAP basic and diluted net loss per common share was $(0.09), compared to $(1.79) for the comparable period in 2013, based on 25.2 million and 3.7 million basic and diluted weighted average common shares outstanding, respectively.
• Non-GAAP adjusted net loss was $(2.0) million, compared to $(1.5) million in the comparable period in 2013.
• Non-GAAP adjusted net loss per common share was $(0.08), compared to $(0.41) for the comparable period in 2013, based on 25.2 million and 3.7 million basic and diluted weighted average common shares outstanding, respectively.

Adjusted EBITDA

• Adjusted EBITDA was $(0.6) million, in both the three months ended June 30, 2014 and 2013.

Balance Sheet

• Cash and cash equivalents at June 30, 2014 totaled $41.3 million, compared with $5.1 million at December 31, 2013.
• Cash used in operating activities was $(8.9) million for the first six months of 2014, compared to $(3.2) million in the comparable period in 2013.

A reconciliation of GAAP operating and net loss to Non-GAAP adjusted operating and net loss and of GAAP net loss to Adjusted EBITDA 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.”

Second Quarter 2014 and Recent Business Highlights

• Announced that Azelis, a top global specialty chemicals distributor, signed a worldwide contract with Amber Road for an automated restricted party screening solution. Amber Road’s solution is to be integrated with Azelis’ ERP system, with a planned rollout to 33 countries in stages starting with an Azelis entity in Belgium. Azelis chose the Amber Road restricted party screening solution, in large part because of its deep trade content, ease of use and comprehensive functionality.
• Announced that CEO Jim Preuninger received the EY Entrepreneur Of The Year™ 2014 Award in the Technology category in New Jersey. The award recognizes outstanding entrepreneurs who demonstrate excellence and extraordinary success in such areas as innovation, financial performance, and personal commitment to their businesses and communities.

Business Outlook

Based on information available as of August 7, 2014, Amber Road is issuing guidance for the third quarter and full year 2014 as indicated below:

Third Quarter 2014:

• Total revenue is expected to be in the range of $15.9 million to $16.1 million.
• Non-GAAP adjusted operating loss is expected to be in the range of ($2.0) million to ($2.3) million.
• Non-GAAP adjusted net loss per common share is expected to be in the range of ($0.10) to ($0.11). This assumes 25.4 million basic shares outstanding.

Full Year 2014:

• Total revenue is expected to be in the range of $63.0 million to $63.6 million.
• Non-GAAP adjusted operating loss is expected to be in the range of ($5.9) million to ($6.5) million.
• Non-GAAP adjusted net loss per common share is expected to be in the range of ($0.29) to ($0.32). This assumes 25.4 million basic shares outstanding.

Expectations of non-GAAP adjusted loss from operations and non-GAAP adjusted loss per common share for the third quarter exclude stock-based compensation, puttable stock compensation and changes in the fair value of contingent consideration liability. Expectations of non-GAAP adjusted loss from operations and non-GAAP adjusted loss per common share for the full year 2014 exclude stock-based compensation, restricted stock expense, compensation expense related to loan forgiveness, puttable stock compensation, changes in the fair value of contingent consideration liability and warrant expense.

Conference Call Information

Amber Road will host a conference call on Thursday, August 7, 2014 at 5:00 p.m. Eastern Time (ET) to discuss the company’s second quarter financial results and its business outlook. To access this call, dial 888-287-5563 (domestic) or 719-325-2454 (international). The conference ID is 2505382.

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). The replay pass code is 2665595. 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 139 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 Solutions@AmberRoad.com 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 and adjusted EBITDA, 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, and net loss to adjusted EBITDA. 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, puttable stock compensation, warrant expense, changes in the fair value of contingent consideration liability, compensation expense related to loan forgiveness as well as the change in fair value of warrant liability. 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 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, 201-804-6170
InvestorRelations@AmberRoad.com
or
Amber Road Contacts:
Annika Helmrich, 201-806-3656 (US & Canada)
AnnikaHelmrich@AmberRoad.com
or
Martijn van Gils, +31 (0) 207997790 (Europe & Asia)
MartijnvanGils@AmberRoad.com