CHUBK Commercehub - Series C (delisted)

Revenue of $26.3 million increases 7%, $0.00 GAAP EPS, and $0.14 adjusted EPS GAAP net income of $0.2 million and adjusted EBITDA of $10.4 million

CommerceHub, Inc. (NASDAQ:CHUBA) (NASDAQ:CHUBK) (“CommerceHub,” “we,” “us,” “our” or the “Company”), a leading distributed commerce network for retailers and brands, today announced financial results for the first quarter ended March 31, 2018.

“We continued our track record of consistent revenue growth in the quarter,” said Frank Poore, CommerceHub’s Founder, President and CEO, “and we are excited to be joining GTCR and Sycamore Partners to continue executing as a strategic partner to many of the world’s leading retailers and brands.”

First Quarter 2018 Financial Highlights

• Revenue was $26.3 million, a 7% increase from $24.6 million in 2017. Core drop-ship revenue was $24.3 million, a 9% increase from $22.2 million in 2017.
• Gross margin was 81%, compared to 78% in 2017.
• Adjusted gross margin was 82%, compared to 78% in 2017.
• Net income was $0.2 million, or $0.00 per diluted share, compared to net income of $2.5 million, or $0.06 per diluted share, in 2017.
• Adjusted net income was $6.5 million, or $0.14 per diluted share, compared to $3.8 million, or $0.09 per diluted share, in 2017.
• Adjusted EBITDA was $10.4 million, compared to $8.7 million in 2017.
• Operating cash flow was $11.7 million, compared to $13.6 million in 2017.
• Free cash flow was $11.4 million, compared to $12.2 million in 2017.
• Cash and cash equivalents at quarter end was $33.4 million.

An explanation of the non-GAAP financial measures discussed above is included below under the heading “Statement Regarding Non-GAAP Financial Measures.” A reconciliation of these non-GAAP financial measures to the closest comparable GAAP financial measures has also been provided in the financial tables included at the end of this press release.

Other Recent Highlights

• Total customer count at March 31, 2018 was approximately 11,700, up from approximately 10,800 at March 31, 2017.
• Drop-ship order volume grew 13% in the first quarter of 2018, compared to the first quarter of 2017.
• As announced in February 2018, we expanded our CommerceHub for Retailers network with the signing of Macy’s, a top 10 online retailer, as a new drop-ship customer.

The MergerA special meeting of our stockholders will take place at 12:00 p.m. local time, on May 18, 2018, at the offices of Baker Botts L.L.P., 30 Rockefeller Plaza, New York, New York 10112. At the special meeting, holders of our Series A and Series B common stock will be asked to vote on a proposal to adopt the agreement and plan of merger (the “Merger Agreement”) among CommerceHub, Great Dane Parent, LLC (“Parent”) and Great Dane Merger Sub, Inc., a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will merge (the "Merger") with and into CommerceHub, with CommerceHub continuing as the surviving corporation and a wholly owned subsidiary of Parent. Parent and Merger Sub were formed by affiliates of GTCR LLC ("GTCR") and affiliates of Sycamore Partners Management, L.P. ("Sycamore") to facilitate the participation of investment funds advised by GTCR and Sycamore in the transaction. The closing of the Merger is expected to occur in the second quarter of fiscal year 2018, but we cannot predict the exact timing of the completion of the Merger or whether the Merger will be completed. The closing of the Merger remains subject to, among other things, the approval of the holders of a majority of the outstanding voting power of our Series A and Series B common stock, and the satisfaction or waiver of other customary closing conditions. Further information is available in our Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 18, 2018.

No Conference CallIn light of the pending Merger, the Company will not be hosting a conference call to discuss its first quarter 2018 financial results.

About CommerceHub:CommerceHub is a distributed commerce network connecting supply, demand and delivery that helps retailers and brands increase sales by expanding product assortments, promoting products on the channels that perform, and enabling rapid, on-time customer delivery. With its robust platform and proven scalability, CommerceHub helped over 11,500 retailers, brands, and distributors achieve an estimated $16 billion in Gross Merchandise Value in 2017. Important Information Regarding Forward-Looking StatementsThis press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about future business strategies, future financial performance, cost savings, market conditions and potential, future growth of ecommerce, customer growth and performance, sales channel expansion, international expansion, the Merger (including the expected timetable for its completion) and other matters that are not historical facts. These statements involve risks, uncertainties, estimates and assumptions, many of which are beyond our control, that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, market acceptance and performance of our products and services, competitive issues, general market conditions, shareholder approval of the Merger Agreement, regulatory matters and changes in law affecting our business and the risk factors described in our most recent Annual Report on Form 10-K under Item 1A "Risk Factors.” Further, we operate in a very competitive and rapidly changing environment, and new risks emerge from time to time. It is not possible for our management to predict all potential risks or assess their potential effects on our business. These forward-looking statements speak only as of the date of this press release, and we expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any such statement contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. There can be no assurance that any expectation or belief expressed in a forward-looking statement will occur, and you should not place undue reliance on any forward-looking statements. Please refer to our public filings with the Securities and Exchange Commission, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and proxy statement, for additional information about us and the risks and uncertainties we face that may affect the forward-looking statements made in this press release.

Statement Regarding Non-GAAP Financial MeasuresIn addition to reporting financial measures calculated in accordance with U.S. generally accepted accounting principles (“GAAP”), we provide non-GAAP financial measures that management considers in reviewing our financial performance because we feel they are relevant measures of the overall efficiency of our business model. These non-GAAP financial measures are not a substitute for, or superior to, and should be considered only in addition to, financial measures calculated in accordance with GAAP. They are subject to inherent limitations and exclude significant expenses and income that are required by GAAP to be recorded in our financial statements. Certain of these adjustments are based on estimates and assumptions of management and do not purport to reflect actual historical results. In addition, you should be aware that our computation of these non-GAAP financial measures may not be comparable to other similarly titled measures computed by other companies, because all companies do not calculate these measures in the same fashion. We define “adjusted gross profit” as gross profit plus share-based compensation, acquisition-related intangible amortization and restructuring charges. We define “adjusted gross margin” as adjusted gross profit divided by revenue. We define “adjusted operating expenses” as total operating expenses less share-based compensation, acquisition-related intangible amortization and restructuring charges. We define “adjusted EBITDA” as net income or loss plus interest expense, income tax expense, depreciation of property and equipment, amortization of capitalized software costs and intangible assets, share-based compensation, restructuring charges and Merger-related charges, less interest income and income tax benefit.  We define “adjusted net income” as net income or loss plus share-based compensation, acquisition-related intangible amortization, restructuring charges and the tax effects of these adjustments, federal tax reform and other deferred charges. We define “adjusted earnings per diluted share” or “adjusted EPS” as earnings per diluted share plus the diluted per share effects of share-based compensation, acquisition-related intangible amortization, restructuring charges and the tax effects of these adjustments, federal tax reform and other deferred charges.  We define “free cash flow” as net cash provided by, or used in, operating activities less purchases of property and equipment and additions to capitalized software.  Certain of these non-GAAP financial measures exclude restructuring charges, the elimination of which does not result in a reduction of operating expenses necessary to conduct our business.  By excluding these charges, we believe these non-GAAP financial measures provide supplemental information that enables us and investors to better analyze our operating performance and the sustainability of our results and to compare our performance on a more consistent basis from period to period. A reconciliation of these non-GAAP financial measures to the closest comparable GAAP financial measures has been provided in the financial tables included at the end of this press release.

CommerceHub Investor Relations ContactErik Morton investor@commercehub.com

CommerceHub, Inc.
Consolidated Statements of Operations
(in thousands except per share data)
(unaudited)
		3 months ended:
		3/31/18				3/31/17
	Revenue	$	26,263			$	24,568
	Cost of revenue		5,044				5,516
	Gross profit		21,219				19,052
	Gross margin		81	%			78%
	Research and development		6,452				5,915
	Sales and marketing		2,336				1,931
	General and administrative		11,249				6,939
	Operating expenses		20,037				14,785
	Operating income		1,182				4,267
	Interest expense, net		(107	)			(227	)
	Pre-tax income		1,075				4,040
	Income tax expense		886				1,581
	Net income	$	189			$	2,459
	Earnings per share:
	Basic	$	0.00			$	0.06
	Diluted	$	0.00			$	0.06
	Share count:
	Basic		43,540				42,977
	Diluted		45,762				44,670

CommerceHub, Inc.
Consolidated Balance Sheets
(in thousands)
(unaudited)
		3/31/18			12/31/17
	Assets
	Cash and cash equivalents	$	33,438		$	19,841
	Accounts receivable, net of allowances		12,954			21,310
	Prepaid expenses		1,673			1,652
	Total current assets		48,065			42,803
	Capitalized software, net		2,273			2,850
	Deferred services costs		3,810			4,853
	Deferred commissions costs		1,853			-
	Property and equipment, net		6,575			6,066
	Goodwill		21,410			21,410
	Deferred income taxes		5,687			5,798
	Other long-term assets		1,166			1,339
	Total assets	$	90,839		$	85,119
	​
	Liabilities and Equity
	Accounts payable and accrued expenses	$	7,634		$	3,360
	Accrued payroll and related expenses		5,610			9,429
	Income taxes payable		2,087			962
	Deferred revenue		5,021			5,339
	Total current liabilities		20,352			19,090
	Deferred revenue, long-term		9,281			8,272
	Other long-term liabilities		2,405			3,210
	Total liabilities		32,038			30,572
	​
	Equity:
	Total equity		58,801			54,547
	Total liabilities and equity	$	90,839		$	85,119

CommerceHub, Inc.
Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
		3 months ended:
		3/31/18				3/31/17
	Cash flows from operating activities
	Net income	$	189			$	2,459
	Adjustments to net income:
	Depreciation and amortization		1,513				2,094
	Amortization of debt issuance costs		55				56
	Share-based compensation		2,019				2,360
	Deferred income taxes		163				(642		)
	Bad debt expense		42				404
	Working capital changes:
	Accounts receivable		8,313				5,175
	Prepaid expenses and other assets		96				(243		)
	Income taxes, net		1,124				3,676
	Deferred costs		(187	)			181
	Deferred revenue		(142	)			334
	Accounts payable and accrued expenses		3,051				337
	Accrued payroll and related expenses		(4,549	)			(2,620		)
	Net cash provided by operating activities		11,687				13,571
	Cash flows from investing activities
	Purchases of property and equipment		(71	)			(692		)
	Additions to capitalized software		(222	)			(631		)
	Net cash used in investing activities		(293	)			(1,323		)
	Cash flows from financing activities
	Payments on revolver		-				(16,000		)
	Cash received from exercise of stock options		1,514				1,324
	Cash received from employee stock purchase plan		878				-
	Cash received from deferred stock units		25				-
	Cash paid for taxes on RSU issuances		(214	)			-
	Net cash provided by (used in) financing activities		2,203				(14,676		)
	Currency effect on cash and cash equivalents		-				1
	Net increase (decrease) in cash and cash equivalents		13,597				(2,427		)
	Beginning cash and cash equivalents		19,841				6,471
	Ending cash and cash equivalents	$	33,438			$	4,044

CommerceHub, Inc.
Supplemental Information
(in thousands)
(unaudited)
		3 months ended:
		3/31/18				3/31/17				% Inc (Dec)
	Revenue by type:
	Core drop-ship revenue:
	Order fee revenue	$	13,443			$	12,038			12%
	Subscription and other platform revenue		9,064				8,451			7%
	Set-up and professional services revenue		1,789				1,725			4%
	Total core drop-ship revenue		24,296				22,214			9%
	Demand channel revenue		1,967				2,354			-16%
	Total	$	26,263			$	24,568			7%
	Drop-ship order count growth		13	%			18	%
		3 months ended:
		3/31/18				3/31/17
	Share-based compensation:
	Cost of revenue	$	104			$	110
	Research and development		237				571
	Sales and marketing		283				135
	General and administrative		1,395				1,544
	Total	$	2,019			$	2,360

CommerceHub, Inc.
GAAP to Non-GAAP Reconciliations
(in thousands)
(unaudited)
	Reconciliation of GAAP gross profit to adjusted gross profit:
		3 months ended:
		3/31/18				3/31/17
	Gross profit	$	21,219			$	19,052
	Share-based compensation		104				110
	Restructuring charges (1)		149				-
	Adjusted gross profit	$	21,472			$	19,162
	Adjusted gross margin		82	%			78	%
	Reconciliation of GAAP operating expenses to adjusted operating expenses:
		3 months ended:
		3/31/18				3/31/17
	Operating expenses	$	20,037			$	14,785
	Share-based compensation		(1,915	)			(2,250	)
	Restructuring charges (1)		(1,193	)			-
	Merger-related charges (2)		(4,303	)			-
	Adjusted operating expenses	$	12,626			$	12,535
	Reconciliation of GAAP net income to adjusted EBITDA:
		3 months ended:
		3/31/18				3/31/17
	Net income	$	189			$	2,459
	Interest expense, net		107				227
	Income tax expense		886				1,581
	Depreciation and amortization		1,513				2,094
	Share-based compensation		2,019				2,360
	Restructuring charges (1)		1,342				-
	Merger-related charges (2)		4,303				-
	Adjusted EBITDA	$	10,359			$	8,721
	Adjusted EBITDA margin		39	%			35	%
	(1) Restructuring charges include termination and retention benefits and redundant personnel costs incurred in connection with our restructuring plan.
	(2) Merger-related charges include professional services costs incurred in connection with the Merger.

CommerceHub, Inc.
GAAP to Non-GAAP Reconciliations, continued
(in thousands except per share data)
(unaudited)
	Reconciliation of GAAP net income to adjusted net income:
		3 months ended:
		3/31/18				3/31/17
	Net income	$	189			$	2,459
	Share-based compensation		2,019				2,360
	Restructuring charges (1)		1,342				-
	Merger-related charges (2)		4,303				-
	Tax effect of adjustments (3)		(1,386	)			(979	)
	Adjusted net income	$	6,467			$	3,840
	Reconciliation of GAAP earnings per diluted share to adjusted earnings per diluted share:
		3 months ended:
		3/31/18				3/31/17
	GAAP earnings per diluted share	$	0.00			$	0.06
	Share-based compensation		0.04				0.05
	Restructuring charges (1)		0.03				-
	Merger-related charges (2)		0.09				-
	Tax effect of adjustments (3)		(0.03	)			(0.02	)
	Adjusted earnings per diluted share	$	0.14			$	0.09
	Diluted share count		45,762				44,670
	(1) Restructuring charges include termination and retention benefits and redundant personnel costs incurred in connection with our restructuring plan.
	(2) Merger-related charges include professional services costs incurred in connection with the Merger.
	(3) Assumes a tax rate of 26% in 2018 and 40% in 2017, reflecting a lower rate in 2018 due to a change in tax law.
	Reconciliation of GAAP net cash provided by operating activities to free cash flow:
		3 months ended:
		3/31/18				3/31/17
	Net cash provided by operating activities	$	11,687			$	13,571
	Purchases of property and equipment		(71	)			(692	)
	Additions to capitalized software		(222	)			(631	)
	Free cash flow	$	11,394			$	12,248