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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________
FORM 10-Q
_____________________________________
þ   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2019 
or
¨   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from               to              .
Commission file number 001-36360
AMBR-20190331_G1.JPG
AMBER ROAD, INC. 
(Exact name of registrant as specified in its charter)
Delaware
22-2590301
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification Number)
One Meadowlands Plaza, East Rutherford, NJ 07073
(Address and zip code of principal executive offices)
(201) 935-8588
(Registrant’s telephone number, including area code)
_____________________________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes þ   No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes þ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
¨
Accelerated filer
þ
Non-accelerated filer
¨
(Do not check if a smaller reporting company)
Smaller reporting company
þ
Emerging growth company
þ
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. þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ¨  No  þ
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of each exchange on which registered
Common stock AMBR New York Stock Exchange
On April 30, 2019, the registrant had outstanding 28,413,436 shares of common stock, $0.001 par value per share.




AMBER ROAD, INC.
FORM 10-Q
For the Quarterly Period Ended March 31, 2019 
TABLE OF CONTENTS
Page
PART I. FINANCIAL INFORMATION
Item 1.
Item 2.
Item 3.
Item 4.
PART II. OTHER INFORMATION
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.

Amber Road, the Amber Road logo, Global Knowledge, Enterprise Technology Framework and other trademarks of Amber Road appearing in this report on Form 10-Q are the property of Amber Road. All other trademarks, service marks and trade names in this report on Form 10-Q are the property of their respective owners. We have omitted the ® and ™ designations, as applicable, for the trademarks used in this report on Form 10-Q.

2

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These statements are often identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “will,” “would” or the negative or plural of these words or similar expressions or variations. Such forward-looking statements are subject to a number of risks, uncertainties, assumptions and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified herein, including those discussed in the section titled “Risk Factors”, set forth in Part II, Item 1A of this Quarterly Report on Form 10-Q, in our Annual Report on Form 10-K for the year ended December 31, 2018, and in our other SEC filings. You should not rely upon forward-looking statements as predictions of future events. Furthermore, such forward-looking statements speak only as of the date of this Quarterly Report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements. As used in this report, the terms "Amber Road", "we", "us", and "our" mean Amber Road, Inc. and its subsidiaries unless the context indicates otherwise.

3

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
AMBER ROAD, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Unaudited)
March 31,
2019 		December 31,
2018
Assets 
Current assets: 
Cash and cash equivalents  $ 9,598,587  $ 7,514,719 
Accounts receivable, net  14,434,126  17,171,777 
Unbilled receivables  906,341  1,004,447 
Deferred commissions  3,830,514  4,023,473 
Prepaid expenses and other current assets  2,053,661  1,977,662 
Total current assets  30,823,229  31,692,078 
Property and equipment, net  10,135,838  10,132,808 
Operating lease right-of-use assets  6,960,567  — 
Goodwill  43,691,635  43,731,942 
Other intangibles, net  3,688,897  3,953,582 
Deferred commissions  8,474,230  9,092,591 
Deposits and other assets  1,613,214  1,499,976 
Total assets  $ 105,387,610  $ 100,102,977 
Liabilities and Stockholders’ Equity 
Current liabilities: 
Accounts payable  $ 2,987,489  $ 2,473,289 
Accrued expenses  7,527,090  9,509,166 
Current portion of finance lease obligations  1,049,157  1,263,375 
Current portion of operating lease obligations  3,141,603  — 
Deferred revenue  36,153,351  35,039,155 
Current portion of term loan, net of discount  714,745  714,745 
Total current liabilities  51,573,435  48,999,730 
Finance lease obligations, less current portion  1,093,739  1,197,399 
Operating lease obligations, less current portion  5,245,562  — 
Deferred revenue, less current portion  213,449  265,324 
Term loan, net of discount, less current portion  11,875,804  12,054,490 
Revolving credit facility  6,000,000  6,000,000 
Other noncurrent liabilities  639,073  1,808,479 
Total liabilities  76,641,062  70,325,422 
Commitments and contingencies (Note 10) 
Stockholders’ equity: 
Common stock, $0.001 par value; 100,000,000 shares authorized; issued and outstanding 28,413,436 and 27,841,498 shares at March 31, 2019 and December 31, 2018, respectively  28,414  27,842 
Additional paid-in capital  210,653,061  208,349,895 
Accumulated other comprehensive loss  (2,109,116) (2,097,434)
Accumulated deficit  (179,825,811) (176,502,748)
Total stockholders’ equity   28,746,548  29,777,555 
Total liabilities and stockholders’ equity   $ 105,387,610  $ 100,102,977 
See accompanying notes to condensed consolidated financial statements.
4

AMBER ROAD, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(Unaudited)
Three Months Ended
March 31, 
2019 2018
Revenue: 
Subscription  $ 15,773,612  $ 15,089,112 
Professional services  5,323,051  4,975,280 
Total revenue  21,096,663  20,064,392 
Cost of revenue (1):  
Cost of subscription revenue  5,204,707  5,330,529 
Cost of professional services revenue  3,869,845  4,321,138 
Total cost of revenue  9,074,552  9,651,667 
Gross profit  12,022,111  10,412,725 
Operating expenses (1): 
Sales and marketing  5,659,308  5,982,350 
Research and development  3,423,220  3,678,985 
General and administrative  5,734,367  5,739,540 
Total operating expenses  14,816,895  15,400,875 
Loss from operations  (2,794,784) (4,988,150)
Interest income  2,089  993 
Interest expense  (357,015) (299,599)
Loss before income taxes  (3,149,710) (5,286,756)
Income tax expense  173,353  127,081 
Net loss  $ (3,323,063) $ (5,413,837)
Net loss per share (Note 9): 
Basic and diluted  $ (0.12) $ (0.20)
Weighted-average shares outstanding (Note 9): 
Basic and diluted  28,576,283  27,596,070 




(1) Includes stock-based compensation as follows:
Three Months Ended
March 31, 
2019 2018
Cost of subscription revenue  $ 121,235  $ 323,915 
Cost of professional services revenue  102,912  219,793 
Sales and marketing  234,683  520,069 
Research and development  326,091  658,486 
General and administrative  1,197,195  2,529,970 
$ 1,982,116  $ 4,252,233 

See accompanying notes to condensed consolidated financial statements.
5

 AMBER ROAD, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Loss
(Unaudited)

Three Months Ended
March 31, 
2019 2018
Net loss  $ (3,323,063) $ (5,413,837)
Other comprehensive loss: 
Foreign currency translation  (11,682) (207,180)
Total other comprehensive loss  (11,682) (207,180)
Comprehensive loss  $ (3,334,745) $ (5,621,017)
























See accompanying notes to condensed consolidated financial statements.
6

AMBER ROAD, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Stockholders' Equity
(Unaudited)

Common Stock Additional
Paid-In
Capital 		Accumulated Other Comprehensive Loss Accumulated
Deficit 		Total
Stockholders'
Equity
Shares Amount
Balance at December 31, 2018 27,841,498  $ 27,842  $ 208,349,895  $ (2,097,434) $ (176,502,748) $ 29,777,555 
Net loss —  —  —  —  (3,323,063) (3,323,063)
Other comprehensive loss —  —  —  (11,682) —  (11,682)
Exercise of stock options 89,594  90  321,532  —  —  321,622 
Common stock issued for vested restricted stock units 482,344  482  (482) —  —  — 
Stock-based compensation expense —  —  1,982,116  —  —  1,982,116 
Balance at March 31, 2019 28,413,436  $ 28,414  $ 210,653,061  $ (2,109,116) $ (179,825,811) $ 28,746,548 



Common Stock Additional
Paid-In
Capital 		Accumulated Other Comprehensive Loss Accumulated
Deficit 		Total
Stockholders'
Equity
Shares Amount
Balance at December 31, 2017 27,288,985  $ 27,289  $ 195,203,097  $ (1,822,396) $ (167,908,038) $ 25,499,952 
Adoption of new accounting standard —  —  —  —  5,007,810  5,007,810 
Net loss —  —  —  —  (5,413,837) (5,413,837)
Other comprehensive loss —  —  —  (207,180) —  (207,180)
Exercise of stock options 15,836  16  81,001  —  —  81,017 
Common stock issued for vested restricted stock units 26,201  26  (26) —  —  — 
Stock-based compensation expense —  —  4,252,233  —  —  4,252,233 
Balance at March 31, 2018 27,331,022  $ 27,331  $ 199,536,305  $ (2,029,576) $ (168,314,065) $ 29,219,995 




















See accompanying notes to condensed consolidated financial statements.
7

AMBER ROAD, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Three Months Ended
March 31, 
2019 2018
Cash flows from operating activities: 
Net loss  $ (3,323,063) $ (5,413,837)
Adjustments to reconcile net loss to net cash provided by operating activities: 
Depreciation and amortization  1,221,705  1,284,346 
Bad debt expense  8,598  2,199 
Stock-based compensation  1,982,116  4,252,233 
Accretion of debt discount  8,814  8,902 
Changes in operating assets and liabilities: 
Accounts receivable and unbilled receivables  2,844,760  3,357,243 
Prepaid expenses and other assets  638,801  (869,287)
Accounts payable  507,397  (600,915)
Accrued expenses  (1,952,449) (689,650)
Other liabilities  255,871  381,842 
Deferred revenue  1,053,505  (285,938)
Net cash provided by operating activities  3,246,055  1,427,138 
Cash flows from investing activities: 
Capital expenditures  (106,105) (15,607)
Addition of capitalized software development costs  (725,773) (850,373)
Cash (paid) received for deposits  (25,907) 421 
Net cash used in investing activities  (857,785) (865,559)
Cash flows from financing activities: 
Proceeds from revolving line of credit  1,500,000  7,000,000 
Payments on revolving line of credit  (1,500,000) (7,000,000)
Payments on term loan  (187,500) (187,500)
Repayments on finance lease obligations  (431,519) (357,989)
Proceeds from the exercise of stock options  321,622  81,017 
Net cash used in financing activities  (297,397) (464,472)
Effect of exchange rate on cash, cash equivalents and restricted cash  (7,005) (145,296)
Net increase (decrease) in cash, cash equivalents and restricted cash  2,083,868  (48,189)
Cash, cash equivalents and restricted cash at beginning of period  7,571,119  9,417,001 
Cash, cash equivalents and restricted cash at end of period  $ 9,654,987  $ 9,368,812 
Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheet: 
Cash and cash equivalents  $ 9,598,587  $ 9,312,412 
Restricted cash in deposits and other assets  56,400  56,400 
Total cash, cash equivalents and restricted cash  $ 9,654,987  $ 9,368,812 
Supplemental disclosures of cash flow information: 
Cash paid for interest  $ 348,202  $ 290,697 
Non-cash property and equipment acquired under finance leases  2,483,193  318,014 
Non-cash right-of-use assets acquired under operating leases  7,781,725  — 
Non-cash property and equipment purchases in accounts payable  22,200  — 


See accompanying notes to condensed consolidated financial statements.
8
AMBER ROAD, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)

(1) Background 
Amber Road, Inc. (we, our or us) is a leading provider of a cloud-based global trade management solution, including modules for logistics contract and rate management, supply chain visibility and event management, international trade compliance, Global Knowledge trade content database, supply chain collaboration with overseas factories and vendors, and duty management solutions to importers and exporters, nonvessel owning common carriers (resellers), and ocean carriers. Our solution is primarily delivered using an on-demand, cloud-based, delivery model. We are incorporated in the state of Delaware and our corporate headquarters are located in East Rutherford, New Jersey. We also have offices in McLean, Virginia; Raleigh, North Carolina; Munich, Germany; Bangalore, India; Shenzhen and Shanghai, China; and Hong Kong.
(2) Summary of Significant Accounting Policies and Practices 
Basis of Presentation and Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements and footnotes have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles (GAAP) in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for the fair presentation of our financial position and results of operations have been included. The accompanying condensed consolidated financial statements include our accounts and those of our wholly-owned subsidiaries primarily located in India, China and Europe. All significant intercompany balances and transactions have been eliminated in consolidation. The results of operations for the three months ended March 31, 2019 are not necessarily indicative of the results to be expected for the year ending December 31, 2019 or for other interim periods or future years. The consolidated balance sheet as of December 31, 2018 is derived from the audited financial statements as of that date. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Form 10-K for the year ended December 31, 2018.
Use of Estimates
The preparation of the condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Significant items subject to such estimates and assumptions include the carrying amount of intangibles and goodwill; valuation allowance for receivables and deferred income tax assets; revenue; capitalization of software costs; and valuation of share-based payments. Actual results could differ from those estimates.
Revenue Recognition
We primarily generate revenue from the sale of subscriptions and subscription-related professional services. In instances involving subscriptions, revenue is generated under customer contracts with multiple elements, which are comprised of (1) subscription fees that provide the customers with access to our on-demand application and content, unspecified solution and content upgrades, and customer support, (2) professional services associated with consulting services (primarily implementation services), and (3) transaction-related fees (including publishing services). Our initial customer contracts usually have contract terms from 3 years to 5 years in length. Typically, the customer does not take possession of the software nor does the customer have the right to take possession of the software supporting the on-demand application service. However, in certain instances, we have customers that take possession of the software whereby the application is installed on the customer’s premises. Our subscription service arrangements typically may only be terminated for cause and do not contain refund provisions.
We determine revenue recognition through the following steps:
• Identification of the contract, or contracts, with a customer
• Identification of the performance obligations in the contract
• Determination of the transaction price
• Allocation of the transaction price to the performance obligations in the contract
• Recognition of revenue when, or as, we satisfy a performance obligation
The subscription fees typically begin the first month following contract execution, whether or not we have completed the solution’s implementation.


9
AMBER ROAD, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Subscription Revenue for Hosted and On-Premise Customers
Subscription revenue, which primarily consists of fees to provide customers access to our solution, is recognized ratably over contract terms beginning on the commencement date of each contract, which is the date our service is made available to customers. For contracts in which the customer takes possession of the software, we determined that the software license and related content updates are one performance obligation and accordingly, recognize the arrangement fee over the contract term. Typically, amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether the revenue recognition criteria have been met. Transaction-related revenue is recognized as the transactions occur.
Professional Services Revenue for Hosted Customers
Professional services revenue primarily consists of fees for deployment of our solution. The majority of professional services contracts are on a time and material basis. When these services are not combined with subscription revenue as a single unit of accounting, as discussed below, this revenue is recognized as the services are rendered for time and material contracts, and when the milestones are achieved and accepted by the customer for fixed price contracts.
Professional Services Revenue for On-Premise Customers
For customers that take possession of the software, billings for professional services will be recognized as revenue when services are performed.
Multiple Performance Obligations
Some of our contracts with customers contain multiple performance obligations that generally include subscription, professional services (primarily implementation) as well as transaction-related fees.
For contracts with customers, we account for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. We determine the standalone selling prices based on our overall pricing objectives, taking into consideration market conditions and other factors, including the value of our contracts, the solution sold, taking into account the modules included, term of the arrangement, and base transaction volume, customer demographics, and geographic locations.
Other Revenue Items
Sales tax collected from customers and remitted to governmental authorities is accounted for on a net basis and, therefore, is not included in revenue and cost of revenue in the condensed consolidated statements of operations. We classify customer reimbursements received for direct costs paid to third parties and related expenses as revenue, in accordance with ASC 606.
Costs to Obtain and Fulfill a Contract
We defer commission costs that are incremental and directly related to the acquisition of customer contracts. Commission costs are accrued and deferred upon execution of the sales contract by the customer. Payments to sales personnel are made shortly after the receipt of the related customer payment. Deferred commissions are amortized over an estimated customer life of 6 years. We determined the period of amortization of deferred commissions by taking into consideration our customer contracts, our technology and other factors.
Our commission costs deferred and amortized in the period are as follows:
Three Months Ended
March 31, 
2019 2018
Commission costs deferred
$ 296,046  $ 670,037 
Commission costs amortized
1,107,366  999,576 
Deferred Revenue and Performance Obligations
Deferred revenue from subscriptions represents amounts collected from (or invoiced to) customers in advance of earning subscription revenue. Typically, we bill our annual subscription fees in advance of providing the service. Deferred revenue from professional services represents revenue for time and material contracts where the revenue is recognized when milestones are achieved and accepted by the customer for fixed price contracts.
10
AMBER ROAD, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)

March 31,
2019 		December 31,
2018
Current:
Subscription revenue
$ 35,901,595  $ 34,849,486 
Professional services revenue
251,756  189,669 
Total current
36,153,351  35,039,155 
Noncurrent:
Subscription revenue
213,449  265,324 
Total noncurrent
213,449  265,324 
Total deferred revenue
$ 36,366,800  $ 35,304,479 
The amount of subscription revenue and professional services revenue recognized that was included in the beginning balance of deferred revenue is as follows:
Three Months Ended
March 31, 
2019 2018
Subscription revenue
$ 13,424,374  $ 13,164,922 
Professional services revenue
89,140  349,222 
As of March 31, 2019, $127,359,267 of revenue is expected to be recognized from remaining performance obligations for subscription contracts and is expected to be recognized over the next 6.8 years. Remaining performance obligations for professional services contracts are recognized within one year or less.
Cost of Revenue
Cost of subscription revenue . Cost of subscription revenue consists primarily of personnel and related costs of our hosting, support, and content teams, including salaries, benefits, bonuses, payroll taxes, stock-based compensation and allocated overhead, as well as software license fees, hosting costs, Internet connectivity, and depreciation expenses directly related to delivering our solutions, as well as amortization of capitalized software development costs. Our cost of subscription revenue is generally expensed as the costs are incurred.
Cost of professional services revenue . Cost of professional services revenue consists primarily of personnel and related costs, including salaries, benefits, bonuses, payroll taxes, stock-based compensation, the costs of contracted third-party vendors, reimbursable expenses and allocated overhead. As our personnel are employed on a full-time basis, our cost of professional services is largely fixed in the short term, while our professional services revenue may fluctuate, leading to fluctuations in professional services gross profit. Cost of professional services revenue is generally expensed as costs are incurred.
Cash and Cash Equivalents
We consider all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents at March 31, 2019 and December 31, 2018 consist of the following:
March 31,
2019 		December 31,
2018
Cash
$ 9,555,117  $ 7,471,075 
Money market accounts
43,470  43,644 
$ 9,598,587  $ 7,514,719 
Fair Value of Financial Instruments and Fair Value Measurements
Our financial instruments consist of cash equivalents, accounts receivable, accounts payable, and accrued expenses. Management believes that the carrying values of these instruments are representative of their fair value due to the relatively short-term nature of those instruments.
Our estimate of fair value for financial assets and financial liabilities is based on the framework established in the fair value accounting guidance. The framework is based on the inputs used in valuation, gives the highest priority to quoted prices in active markets and requires that observable inputs be used in the valuations when available.
11
AMBER ROAD, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Management determines fair value using the following hierarchy:
Level 1 — Quoted prices in active markets for identical assets or liabilities;
Level 2 — Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; or
Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
The following table provides the financial assets and liabilities classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices.
March 31,
2019 		December 31,
2018
Assets:
Cash equivalents - money market accounts
$ 43,470  $ 43,644 
Restricted cash - money market accounts
56,400  56,400 
Accounts Receivable and Allowance for Doubtful Accounts
Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in our existing accounts receivable. We determine the allowance based on historical write-off experience, the industry, and the economy. We review our allowance for doubtful accounts monthly. Past-due balances over 90 days and over a specified amount are reviewed individually for collectibility. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. We do not have any off-balance-sheet credit exposure related to our customers. Typically, we record unbilled receivables for contracts on which revenue has been recognized, but for which the customer has not yet been billed.
Major Customers and Concentrations of Credit Risk
Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and cash equivalents and trade receivables. Our customer base is principally comprised of enterprise and mid-market companies within industries including Chemical/Pharmaceutical, High Technology/Electronics, Industrial/Manufacturing, Logistics, Oil & Gas, and Retail/Apparel. We do not require collateral from our customers. For the three months ended March 31, 2019, no customer accounted for more than 10% of our total revenue. For the three months ended March 31, 2018, one customer accounted for 12.0% of our total revenue. As of March 31, 2019 and December 31, 2018, no single customer accounted for more than 10% of our total accounts receivable.
Geographic Information
Disaggregation of Revenue
We sell our subscription contracts and related professional services to customers primarily in two geographical markets. Revenue by geographic location based on the billing address of our customers is as follows:
Three Months Ended
March 31, 
Country
2019 2018
United States
$ 16,059,619  $ 15,237,501 
International
5,037,044  4,826,891 
Total revenue
$ 21,096,663  $ 20,064,392 
For the three months ended March 31, 2019 and 2018, no single country other than the United States had revenue greater than 10% of our total revenue.
Long-lived assets by geographic location is as follows:
Country
March 31,
2019 		December 31,
2018
United States
$ 9,219,019  $ 9,310,108 
International
916,819  822,700 
Total long-lived assets
$ 10,135,838  $ 10,132,808 

12
AMBER ROAD, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Adjustments to Previously Reported Amounts
Immaterial Correction of an Error.  As previously disclosed, during the third quarter of 2018, we revised previously reported stock-based compensation expense for the three months ended March 31, 2018 related to certain performance stock units due to a change in performance conditions. In accordance with Staff Accounting Bulletin (SAB) No. 99, Materiality, and SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, management evaluated the materiality of the error from qualitative and quantitative perspectives, and concluded the error was immaterial to the prior periods. The correction of the immaterial error resulted in an increase of $2,246,644 to stock-based compensation for the three months ended March 31, 2018.
Recent Accounting Pronouncements
In January 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which removes Step 2 of the goodwill impairment test. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. This ASU is effective for interim and annual reporting periods beginning after December 15, 2019. We early adopted this standard on January 1, 2019 and it did not have a material effect on our condensed consolidated financial statements.
In February 2016, the FASB issued ASU No. 2016-02, Leases. The standard requires lessees to recognize lease assets and lease liabilities on the balance sheet and requires expanded disclosures about leasing arrangements. We adopted this standard on January 1, 2019 on a modified retrospective basis and have not restated comparative amounts. Also, we elected the practical expedients permitted under the transition guidance, which allows us to carryforward our historical lease classification, our assessment on whether a contract is or contains a lease, and our initial direct costs for any leases that exist prior to adoption of the new standard. We also elected to combine lease and non-lease components and to keep leases with an initial term of 12 months or less off the balance sheet and recognize the associated lease payments in the condensed consolidated statements of operations on a straight-line basis over the lease term. As a result, on January 1, 2019, we recorded operating lease right-of-use (ROU) assets of $7,781,725 and operating lease liabilities of $9,302,876 in our condensed consolidated balance sheet. Our capital leases that existed as of January 1, 2019 are now classified as finance leases.
(3) Property and Equipment 
March 31,
2019 		December 31,
2018
Computer software and equipment
$ 15,858,651  $ 15,674,596 
Software development costs
16,026,662  15,300,893 
Furniture and fixtures
1,752,102  1,713,226 
Leasehold improvements
2,643,360  2,643,337 
Total property and equipment
36,280,775  35,332,052 
Less: accumulated depreciation and amortization
(26,144,937) (25,199,244)
Total property and equipment, net
$ 10,135,838  $ 10,132,808 

Three Months Ended
March 31, 
2019 2018
Depreciation and amortization expense
$ 963,904  $ 1,024,853 
Certain development costs of our software solution are capitalized in accordance with ASC Topic 350-40, Internal Use Software, which outlines the stages of computer software development and specifies when capitalization of costs is required. Projects that are determined to be in the development stage are capitalized and amortized over their useful lives of five years. Projects that are determined to be within the preliminary stage are expensed as incurred.
13
AMBER ROAD, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Information related to capitalized software costs is as follows:
Three Months Ended
March 31, 
2019 2018
Software costs capitalized
$ 725,773  $ 850,373 
Software costs amortized (1)
475,975  454,232 
(1) Included in cost of subscription revenue on the accompanying condensed consolidated statements of operations.
March 31,
2019 		December 31,
2018
Capitalized software costs not yet subject to amortization
$ 1,563,448  $ 2,372,042 

(4) Accrued Expenses  
March 31,
2019 		December 31,
2018
Accrued bonus
$ 2,845,344  $ 3,648,837 
Accrued commissions
1,368,566  2,466,219 
Deferred rent
—  423,301 
Accrued professional fees  1,532,585  935,881 
Accrued taxes  805,962  745,105 
Other accrued expenses
974,633  1,289,823 
Total
$ 7,527,090  $ 9,509,166 

(5) Leases 
We determine if an arrangement is or contains a lease at inception. We have non-cancelable operating leases primarily for office space and finance leases primarily for network equipment. Leases with an initial term of less than 12 months are not recorded in our condensed consolidated balance sheet. Leases with an initial term in excess of 12 months are recorded as operating or financing leases in our condensed consolidated balance sheet.
Our lease terms may include an option to extend the lease. The exercise of lease renewal options is at our sole discretion. When deemed reasonably certain of exercise, the renewal option is included in the determination of the lease term and lease payment obligation, respectively.
Operating lease ROU assets and liabilities are recognized at commencement date of the lease based on the present value of lease payments over the lease term. When readily determinable, we use the implicit rate in determining the present value of lease payments. When leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the lease commencement date, including the lease term. When a lease agreement contains lease and non-lease components, we combine them for accounting purposes. Operating lease ROU assets are shown separately and finance lease assets are included in property and equipment in the condensed consolidated balance sheet. 
Lease costs consists of the following:
Three Months Ended
March 31, 2019
Amortization of finance lease assets $ 389,744 
Interest on finance lease obligations 57,168 
Operating lease costs 763,998 
Short-term lease costs 49,034 
Sublease income (77,499)
Total lease costs $ 1,182,445 
14
AMBER ROAD, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)

We have a sublease related to one of our existing office spaces. The term of the sublease is through August 2022, the same as our underlying existing lease. As of March 31, 2019, fixed sublease payments to us are escalating over the remaining term of the lease and aggregate to $1,359,153.
Weighted-average remaining lease terms and discount rates are as follows:
March 31, 2019
Weighted-average remaining lease terms:
Finance leases 2.3 years
Operating leases 3.5 years
Weighted-average discount rate:
Finance leases 8.8  %
Operating leases 6.8  %
The following table presents aggregate lease maturities as of March 31, 2019:
Finance
Leases
Operating
Leases
Remainder of 2019  $ 981,582  $ 2,567,219 
2020 758,046  2,565,333 
2021 466,939  2,016,773 
2022 192,769  1,422,944 
2023 —  668,646 
2024 and thereafter  —  157,021 
Total
2,399,336  9,397,936 
Less amount representing interest (256,440) (1,010,771)
Present value of net minimum lease payments 2,142,896  8,387,165 
Less current installments of lease obligations (1,049,157) (3,141,603)
Lease obligations excluding current installments $ 1,093,739  $ 5,245,562 
The following table presents aggregate lease maturities as of December 31, 2018:
Capital
Leases 		Operating
Leases
2019 $ 1,431,296  $ 4,296,528 
2020 719,074  2,663,588 
2021 427,967  1,450,505 
2022 153,798  906,176 
2023 —  461,453 
2024 and thereafter —  157,021 
Total minimum lease payments 2,732,135  $ 9,935,271 
Less amount representing interest (271,361)
Present value of net minimum capital lease payments 2,460,774 
Less current installments of obligations under capital leases (1,263,375)
Obligations under capital leases excluding current installments $ 1,197,399 



15
AMBER ROAD, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Supplemental cash flow information related to leases is as follows:
Three Months Ended
March 31, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases $ 865,725 

(6) Debt
In March 2015, we entered into a credit agreement (the Credit Agreement) providing for financing comprised of (i) a senior secured term loan facility (the Term Loan) of $20,000,000, and (ii) a senior secured revolving credit facility (the Revolver) that was subsequently amended to a borrowing limit of $15,000,000, and which includes a $2,000,000 sublimit for the issuance of letters of credit. The Credit Agreement contains customary affirmative and negative covenants for financings of its type that are subject to customary exceptions. As of March 31, 2019, we were in compliance with all the reporting and financial covenants. In February 2017, the maturity date for both the Term Loan and the Revolver was extended to December 31, 2019. On December 26, 2018, we negotiated to extend the maturity date for both the Term Loan and the Revolver to
December 31, 2021.
The outstanding balance for the Term Loan as of March 31, 2019 was $12,590,549, net of unaccreted discount and deferred financing costs of $96,951, and the outstanding balance under the Revolver was $6,000,000. For the three months ended March 31, 2019, the weighted average interest rate used was 6.06% for the Term Loan and 6.75% for the Revolver.
The following table reflects the schedule of principal payments for the Term Loan as of March 31, 2019:
Principal
Payments
Remainder of 2019  $ 562,500 
2020 750,000 
2021 11,375,000 
$ 12,687,500 

(7) Stock-Based Compensation 
We grant stock-based incentive awards to attract, motivate and retain qualified employees (including officers), non-employee directors and consultants, and those of our affiliates. Awards granted under our 2012 Omnibus Incentive Compensation Plan (the 2012 Plan) include common stock options, restricted stock units (RSUs), performance-based restricted stock units (PSUs), and restricted stock awards. The 2002 Stock Option Plan (the 2002 Plan) expired in 2012 and we are no longer making grants under it. Information related to the 2012 Plan and the 2002 Plan as of March 31, 2019 is as follows:
2012 Plan
2002 Plan
Shares of common stock authorized for issuance
9,646,696  4,939,270 
Stock options outstanding
4,206,756  150,835 
RSUs outstanding
1,148,739  — 
PSUs outstanding
50,000  — 
Shares available for future grant
129,135  — 





16
AMBER ROAD, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Stock Options
The fair value of option grants is estimated using the Black-Scholes option pricing model with the following weighted average assumptions:
Three Months Ended
March 31, 
2019 2018
Risk-free interest rate
* 2.71%   
Expected volatility
* 31.22%   
Expected dividend yield
* — 
Expected life in years
* 6.25
Weighted average fair value of options granted
* $3.63 
* There were no options granted during the three months ended March 31, 2019.
The computation of expected volatility is based on historical volatility of comparable public companies. The volatility percentage represents the mean volatility of these companies. The computation of expected life was determined based on the simplified method. The risk-free interest rate is based on U.S. Treasury yields for zero-coupon bonds with a term consistent with the expected life of the options.
Information for the 2002 Plan and 2012 Plan is as follows:
Options
Outstanding
Weighted Average
Exercise Price
Balance at December 31, 2018  4,447,185  $10.04 
Granted  —  — 
Exercised  (89,594) 3.59 
Canceled  —  — 
Expired  —  — 
Balance at March 31, 2019  4,357,591  10.18 

March 31,
2019 2018
Total intrinsic value of options exercised  $ 513,308  $ 70,170 
Weighted average exercise price of fully vested options
$ 10.62  $ 10.52 
Weighted average remaining term of fully vested options
5.7 years 6.1 years
Total unrecognized compensation cost related to non-vested stock options
$ 1,873,735  $ 4,599,373 
Weighted average period to recognize compensation cost related to non-vested stock options
2.3 years 2.4 years

Options Outstanding
Options Exercisable
Exercise Price
Per Share
Options
Outstanding
Weighted Average
Remaining
Contractual Life
Intrinsic
Value
Options
Exercisable
Weighted Average
Remaining
Contractual Life
Intrinsic
Value
$ 2.31 
-
$ 3.74 
.
275,320  4.8 years $ 1,573,022  226,558  4.3 years $ 1,332,625 
4.13 
-
7.20 
.
673,092  6.9 years 1,344,515  409,868  6.2 years 935,702 
8.07 
-
12.62 
.
1,454,021  7.0 years 559,533  1,022,283  6.4 years 486,562 
13.00 
-
15.90 
.
1,955,158  5.3 years —  1,955,158  5.3 years — 
4,357,591  $ 3,477,070  3,613,867  $ 2,754,889 



17
AMBER ROAD, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Restricted Stock and Performance Stock Units
The following table is a summary of our RSU and PSU activity for the three months ended March 31, 2019:
Number
of RSU's
Outstanding
Number
of PSU's
Outstanding
Total
Weighted
Average
Grant Date
Fair Value
Balance at December 31, 2018  1,189,899  248,440  1,438,339  $8.58 
Granted  131,669  —  131,669  9.69 
Performance condition adjustment  —  793,760  793,760  — 
Vested  (172,829) (992,200) (1,165,029) 8.69 
Canceled  —  —  —  — 
Balance at March 31, 2019  1,148,739  50,000  1,198,739  8.65 
March 31,
2019 
Total unrecognized compensation cost related to non-vested combined RSU/PSU
$8,454,582 
Weighted average period to recognize compensation cost related to non-vested combined RSU/PSU
2.8 years
In 2017, we awarded 198,440 PSUs that entitle recipients to shares of our common stock if certain financial metrics are met for the fiscal year ending December 31, 2018. The PSUs entitle the recipients to an amount of shares of common stock that could range from 0% up to 500% of the number of units granted at the date of vesting depending on the level of achievement of the specified conditions. The financial metrics were achieved and the PSUs vested at 500% in March 2019.
(8) Income Taxes 
Our income tax provision for the three months ended March 31, 2019 and 2018 reflects our estimate of the effective tax rates expected to be applicable for the full fiscal years, adjusted for any discrete events that are recorded in the period in which they occur. The estimates are re-evaluated each quarter based on our estimated tax expense for the full fiscal year. The tax provision for the three months ended March 31, 2019 is primarily related to current foreign income taxes.
We have historically incurred operating losses and, given our cumulative losses and no history of profits, we have recorded a full valuation allowance against our deferred tax assets at March 31, 2019 and December 31, 2018.
We have a federal net operating loss (NOL) carryforward of $91,166,826 and $88,442,842 as of December 31, 2018 and 2017, respectively. We expect to be in a taxable loss position for 2019. The federal NOL carryforward will begin to expire in 2019. I f not used, these NOLs may be subject to limitation under Internal Revenue Code (IRC) Section 382 should there be a greater than 50% ownership change as determined under the regulations.
Under IRC Section 382, substantial changes in ownership may limit the amount of NOL carryforwards that may be utilized annually in the future to offset taxable income. We completed an IRC Section 382 study through June 30, 2016, which concluded that we have experienced several ownership changes, causing limitations on the annual use of NOL carryforwards. Provided there is sufficient taxable income, $2,131,290 of NOL carryforwards are expected to expire without utilization between 2019 and 2022. Additionally, our ability to use our NOL carryforwards to reduce future taxable income may be further limited as a result of any future equity transactions, including, but not limited to, an issuance of shares of stock or sales of common stock by our existing stockholders.
For state income tax purposes, we have state NOL carryforwards in a number of jurisdictions in varying amounts and with varying expiration dates from 2018 through 2038.
Tax benefits of uncertain tax positions are recognized only if it is more likely than not that we will be able to sustain a position taken on an income tax return. We have no liability for uncertain positions. Interest and penalties, if any, related to unrecognized tax benefits, would be recognized as income tax expense.
We file income tax returns in the U.S. federal jurisdiction and various state jurisdictions. Tax years 2015 and forward remain open for examination for federal tax purposes and tax years 2014 and forward remain open for examination for our more significant state tax jurisdictions. To the extent utilized in future years’ tax returns, NOL carryforwards at December 31, 2019 will remain subject to examination until the respective tax year is closed.
18
AMBER ROAD, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)

On December 22, 2017, H.R. 1 (also, known as the Tax Cuts and Jobs Act (the Act)) was signed into law. Among its numerous changes to the Internal Revenue Code, the Act reduces U.S. federal corporate tax rate from 35% to 21%. As a result, we believe that the most significant impact on our consolidated financial statements was a reduction in deferred tax assets related to NOLs and other deferred tax assets. Such reduction was offset by an equal reduction to our valuation allowance. Additionally, we have full ownership of various foreign subsidiaries. At December 31, 2017 and November 2, 2017, the cumulative earnings and profits of these entities combined were negative. Accordingly, we are not liable for the transition tax enacted under the Act. The Act also introduced a tax on global intangible low-taxed income (GILTI), which had no impact on the 2018 year. We have completed the accounting for the tax impact of the Act as of December 31, 2018 and recorded no provisional amounts.
(9) Net Loss Per Share
The following table sets forth the computation of basic and diluted net loss per share:
Three Months Ended
March 31, 
2019 2018
Numerator:
Net loss
$ (3,323,063) $ (5,413,837)
Denominator:
Weighted average shares outstanding
28,576,283  27,596,070 
Basic and diluted net loss per share
$ (0.12) $ (0.20)
Diluted net loss per share does not include the effect of the following antidilutive common equivalent shares:
Three Months Ended
March 31, 
2019 2018
Stock options outstanding  4,357,591  4,782,911 
Restricted stock and performance stock units  1,198,739  1,451,534 
5,556,330  6,234,445 

(10) Commitments and Contingencies 
Legal Proceedings
We are involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters is not expected to have a material adverse effect on our financial position, results of operations, or liquidity.
Indemnifications
Under the indemnification clauses of our standard customer agreements, we guarantee to defend and indemnify the customer against any claim based upon any failure to satisfy the warranty set forth in the contract associated with infringements of any patent, copyright, trade secret, or other intellectual property right. We do not expect to incur any infringement liability as a result of the customer indemnification clauses.
To the extent permitted under Delaware law, we have agreements whereby we indemnify our senior officers and directors for certain events or occurrences while the officer or director is or was serving at our request in such capacity. The indemnification period covers all pertinent events and occurrences so long as such officer or director may be subject to any possible claim. The maximum potential amount of future payments we could be required to make under these indemnification agreements is undetermined; however, we have director and officer insurance coverage that reduces our exposure and may enable us to recover a portion of any future amounts paid. We believe the estimated fair value of these indemnification agreements in excess of applicable insurance coverage is minimal.
19

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations and cash flows should be read in conjunction with (i) the unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q, and (ii) the audited consolidated financial statements and notes thereto and management’s discussion and analysis of financial condition and results of operations for the year ended December 31, 2018 included in   our Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC). As discussed in the section titled “Cautionary Note Regarding Forward-Looking Statements,” the following discussion and analysis contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled “Risk Factors” included under Part II, Item 1A below and in Item 1A in   our Annual Report on Form 10-K.
Overview
As a leading provider of cloud based global trade management (GTM) solutions, our mission is to dramatically transform the way companies conduct global trade. We help companies create value through their global supply chain by improving margins, achieving greater agility and lowering risk. We do this by creating a comprehensive digital model of the global supply chain, which enables collaboration among buyers, sellers and logistics companies. We replace manual and outdated processes with full automation of import and export activities, and we also provide rich data analytics to uncover areas for optimization, and a platform that is responsive and flexible to adapt to the ever-changing nature of global trade.
We deliver our GTM solutions 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. It can be delivered in individual modules or as a suite, depending on our customers’ needs.
We sell our GTM solutions to many of the largest enterprises in the world, representing diversified industry verticals including Chemical/Pharmaceutical, High Technology/Electronics, Industrial/Manufacturing, Logistics, Oil & Gas, and Retail/Apparel. Our customers pay us subscription fees and implementation service fees for the use of our solutions under agreements that typically have an initial term of three to five years.
We face a variety of challenges and risks, which we will need to address and manage as we pursue our growth strategy. In particular, the growth of our business and our future success are dependent upon many factors, including our ability to innovate in the face of a rapidly changing technology landscape and changing regulatory environment, manage our future growth effectively and in a cost effective manner, grow and retain our customer base, including our base of large enterprise customers, expand deployment of our solution within existing customers and focus on customer satisfaction. Our management team continuously focuses on these and other challenges. However, we cannot assure you that we will be successful in addressing and managing these and the many challenges and risks that we face.
Key Metrics
We regularly review the following key metrics to evaluate our business, measure our performance, identify trends in our business, prepare financial projections and make strategic decisions.
Annualized Recurring Revenue Retention . We believe our annualized recurring revenue retention rate is an important metric to measure the long-term value of customer agreements with regard to revenue and billings visibility. We calculate our annualized recurring revenue retention rate by comparing, for a given quarter, subscription revenue for all customers in the corresponding quarter of the prior year to the subscription revenue from those same customers in the given quarter and calculating the average of the four quarters for the stated year. The annualized recurring revenue retention rate for the quarters ended March 31, 2019 and 2018 was 100% and 103%, respectively.
Adjusted EBITDA . EBITDA consists of net income (loss) plus depreciation and amortization, interest expense (income) and income tax expense (benefit). Adjusted EBITDA consists of EBITDA plus our non-cash stock-based compensation expense and proxy contest costs related to an activist investor. We use adjusted EBITDA as a measure of operating performance because it assists us in comparing performance on a consistent basis across reporting periods, as it removes from our operating results the impact of our capital structure. We believe adjusted EBITDA is useful to an investor in evaluating our operating performance because it is widely used 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 our capital structure and the method by which assets were acquired.
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Adjusted EBITDA is a financial measure that is not calculated in accordance with generally accepted accounting principles, or GAAP. We have provided below a reconciliation of adjusted EBITDA to net loss, the most directly comparable GAAP financial measure. Our use of adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our 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 adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;
• adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
• adjusted EBITDA does not reflect the potentially dilutive impact of stock-based compensation;
• adjusted EBITDA does not reflect interest or tax payments that may represent a reduction in cash available to us; and
• other companies, including companies in our industry, may calculate adjusted EBITDA differently, which reduces its usefulness as a comparative measure.
Because of these and other limitations, you should consider adjusted EBITDA together with other GAAP-based financial performance measures, including various cash flow metrics, net loss and our other GAAP results.
The following table provides a reconciliation of net loss to adjusted EBITDA:
Three Months Ended
March 31, 
2019 2018
Net loss
$ (3,323,063) $ (5,413,837)
Depreciation and amortization
1,221,705  1,284,346 
Interest expense
357,015  299,599 
Interest income
(2,089) (993)
Income tax expense
173,353  127,081 
EBITDA
(1,573,079) (3,703,804)
Stock-based compensation
1,982,116  4,252,233 
Proxy contest costs
1,096,026  — 
Adjusted EBITDA
$ 1,505,063  $ 548,429 
Components of Operating Results
Revenue
Revenue . We primarily generate revenue from the sale of subscriptions and subscription-related professional services. Our subscriptions are multi-year arrangements for software and content, and in certain instances include a transactional component. We derive professional services revenue from implementation, integration and other elements associated with solution and content subscriptions.
We typically invoice subscription customers in advance on an annual basis, with payment due upon receipt of the invoice. We reflect invoiced amounts on our balance sheet as accounts receivable or as cash when collected, and as deferred revenue until earned and recognized as revenue ratably over the performance period. Accordingly, deferred revenue represents the amount billed to customers that has not yet been earned or recognized as revenue, pursuant to agreements executed during current and prior periods, and does not reflect that portion of a contract to be invoiced to customers on a periodic basis for which payment is not yet due.
Subscription Revenue . We derive our subscription revenue from fees paid to us by our customers for access to our solution. Typically, we recognize the revenue associated with subscription agreements ratably on a straight-line basis over the term of the agreement, provided all criteria required for revenue recognition have been met.
Professional Services Revenue . Professional services revenue consists primarily of fees charged for implementation, integration, training and other services associated with the subscription agreements entered into with our customers. Generally, we charge for professional services to implement our solution on a time and materials basis.
Cost of Revenue
Cost of Subscription Revenue . Cost of subscription revenue consists primarily of personnel and related costs of our hosting, support, and content teams, including salaries, benefits, bonuses, payroll taxes, stock-based compensation and
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allocated overhead, software license fees, hosting costs, Internet connectivity, depreciation expenses directly related to delivering our solution, as well as amortization of capitalized software development costs. We generally expense our cost of subscription revenue as we incur the costs. Cost of subscription revenue for the full year 2019 as a percentage of revenue is expected to be consistent with or slightly lower than 2018 expenses.
Cost of Professional Services Revenue . Cost of professional services revenue consists primarily of personnel and related costs of our professional services team, including salaries, benefits, bonuses, payroll taxes, stock-based compensation, the costs of contracted third-party vendors, reimbursable expenses and depreciation, amortization and other allocated costs. As our personnel are employed on a full-time basis, our cost of professional services is largely fixed in the short-term, while our professional services revenue may fluctuate, leading to fluctuations in professional services gross profit. We expense our cost of professional services revenue as we incur the costs. Cost of professional services revenue for 2019 as a percentage of revenue is expected to be consistent with or slightly lower than 2018 expenses.
Operating Expenses
Our operating expenses are classified into three categories: sales and marketing, research and development, and general and administrative.
Sales and Marketing . Sales and marketing expenses primarily consist of personnel and related costs for our sales and marketing staff, including salaries, benefits, commissions, bonuses, payroll taxes and stock-based compensation. It also includes the costs of promotional events, corporate communications, online marketing, solution marketing and other brand-building activities, in addition to depreciation, amortization and other allocated costs. When the initial customer contract is signed and upon any renewal, we capitalize and amortize commission costs under Accounting Standards Codification (ASC) 606 as an expense over the estimated customer life of 6.0 years. If a subscription agreement is terminated, we recognize the unamortized portion of any deferred commission cost as an expense immediately upon such termination. We believe that sales and marketing expenses for the full year 2019 as a percentage of revenue will be consistent with or slightly lower than 2018 expenses.
Research and Development . Research and development expenses primarily consist of personnel and related costs of our research and development staff, including salaries, benefits, bonuses, payroll taxes, stock-based compensation and costs of certain third-party contractors, as well as depreciation, amortization and other allocated costs. We capitalize development costs related to the development of our solution modules and amortize them over their useful life. We have devoted our solution modules development efforts primarily to enhancing the functionality and expanding the capabilities of our solution. We believe that our research and development expenses for the full year 2019 as a percentage of revenue will be consistent with or slightly lower than 2018 expenses.
General and Administrative . General and administrative expenses primarily consist of personnel and related costs for our executive, administrative, finance, information technology, legal, accounting and human resource staffs, including salaries, benefits, bonuses, payroll taxes and stock-based compensation, professional fees, other corporate expenses and depreciation, amortization and other allocated costs. We believe that our general and administrative expenses for the full year 2019 as a percentage of revenue will be slightly lower than 2018 expenses.
Interest and Other Income (Expense)
Interest and other income (expense) consists primarily of interest income on our cash balances, and interest expense on outstanding debt and capital lease obligations.
Income Tax Expense
Because we have generated net losses in all periods to date and recorded a full valuation allowance against our deferred tax assets, we have historically not recorded a provision for federal or state income taxes. The tax provision for the year ended December 31, 2019 will be exclusively related to actual foreign income taxes and is a result of the cost-plus transfer pricing agreements we have in place with our foreign subsidiaries, primarily in India, Germany and the United Kingdom. Realization of any of our deferred tax assets depends upon future earnings, the timing and amount of which are uncertain. Utilization of our net operating losses may be subject to annual limitations due to the ownership change rules under the Internal Revenue Code of 1986, as amended, and similar state provisions. We completed an Internal Revenue Code Section 382 study through June 2016, which concluded that we have experienced several ownership changes, causing limitations on the annual use of the net operating loss carryforwards. In the event we have future changes in ownership, the availability of net operating losses could be further limited.
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Critical Accounting Policies
We prepare our condensed consolidated financial statements in accordance with generally accepted accounting principles in the United States. The preparation of condensed consolidated financial statements also requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from the estimates made by our management. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected. We believe that the estimates and judgments used for revenue recognition, stock-based compensation, goodwill, and capitalized software costs have the greatest potential impact on our condensed consolidated financial statements, and consider these to be our critical accounting policies and estimates.
During the three months ended March 31, 2019, there were no material changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates described in our Annual Report on Form 10-K.
Recent Accounting Pronouncements
For detailed information regarding recently issued accounting pronouncements and the expected impact on our condensed consolidated financial statements, see Note 2, "Summary of Significant Accounting Policies" in the accompanying Notes to our Condensed Consolidated Financial Statements included in Item 1 of this Report on Form 10-Q.

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Results of Operations
The following tables summarize key components of our results of operations for the periods indicated, both in dollars and as a percentage of revenue. The period-to-period comparison of financial results is not necessarily indicative of financial results to be achieved in future periods.
Three Months Ended
March 31, 
2019 2018
Revenue: 
Subscription  $ 15,773,612  $ 15,089,112 
Professional services  5,323,051  4,975,280 
Total revenue  21,096,663  20,064,392 
Cost of revenue:
Cost of subscription revenue  5,204,707  5,330,529 
Cost of professional services revenue  3,869,845  4,321,138 
Total cost of revenue  9,074,552  9,651,667 
Gross profit  12,022,111  10,412,725 
Operating expenses:
Sales and marketing  5,659,308  5,982,350 
Research and development  3,423,220  3,678,985 
General and administrative  5,734,367  5,739,540 
Total operating expenses  14,816,895  15,400,875 
Loss from operations  (2,794,784) (4,988,150)
Interest income  2,089  993 
Interest expense  (357,015) (299,599)
Loss before income taxes  (3,149,710) (5,286,756)
Income tax expense  173,353  127,081 
Net loss  $ (3,323,063) $ (5,413,837)


Three Months Ended
March 31, 
2019 2018
Revenue: 
Subscription  75  % 75  %
Professional services  25    25   
Total revenue  100    100   
Cost of revenue:
Cost of subscription revenue (1)
33    35   
Cost of professional services revenue (1)
73    87   
Total cost of revenue  43    48   
Gross profit  57    52   
Operating expenses:
Sales and marketing  27    30   
Research and development  16    18   
General and administrative  27    29   
Total operating expenses  70    77   
Loss from operations  (13)   (25)  
Interest income  —    —   
Interest expense  (2)   (1)  
Loss before income taxes  (15)   (26)  
Income tax expense  1    1   
Net loss  (16) % (27) %
(1) The table shows cost of revenue as a percentage of each component of revenue.
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Three Months Ended March 31, 2019 Compared to the Three Months Ended March 31, 2018  
Revenue:
Three Months Ended March 31, 
Change
2019 2018
$
%
Subscription  $ 15,773,612  $ 15,089,112  $ 684,500  4.5  %
Professional services  5,323,051  4,975,280  347,771  7.0  %
Total revenue  $ 21,096,663  $ 20,064,392  $ 1,032,271  5.1  %
Subscription Revenue . The increase was primarily related to an increase in both enterprise and mid-market customers for the three months ended March 31, 2019 compared to 2018. We have increased our customer count through our sales and marketing efforts.
Professional Services Revenue . The increase in professional services revenue was due to projects for new customers and existing customer upgrades, which resulted in higher demand for our professional services during the three months ended March 31, 2019 compared to 2018.
Total Revenue. Revenue from international customers accounted for 24% of total revenue for both the three months ended March 31, 2019 and 2018. For the three months ended March 31, 2019, no customer accounted for more than 10% of our total revenue and for the three months ended March 31, 2018, one customer accounted for 12.0% of total revenue.
Cost of Revenue:
Three Months Ended March 31, 
Change
2019 2018
$
%
Cost of subscription revenue  $ 5,204,707  $ 5,330,529  $ (125,822) (2.4) %
Cost of professional services revenue  3,869,845  4,321,138  (451,293) (10.4) %
Total cost of revenue  $ 9,074,552  $ 9,651,667  $ (577,115) (6.0) %
Cost of Subscription Revenue . The decrease was primarily due to a $0.2 million decrease in stock-based compensation.
Cost of Professional Services Revenue . The decrease was primarily due to a $0.1 million decrease in employee-related compensation costs, a $0.1 million decrease in stock-based compensation costs, a $0.1 million decrease in travel costs, and a $0.1 million decrease in depreciation, amortization and other allocated costs.
Operating Expenses:
Three Months Ended March 31, 
Change
2019 2018
$
%
Sales and marketing  $ 5,659,308  $ 5,982,350  $ (323,042) (5.4) %
Research and development  3,423,220  3,678,985  (255,765) (7.0) %
General and administrative  5,734,367  5,739,540  (5,173) (0.1) %
Total operating expenses  $ 14,816,895  $ 15,400,875  $ (583,980) (3.8) %
Sales and Marketing Expenses . The decrease was primarily due to a $0.3 million decrease in stock-based compensation costs and a $0.1 million decrease in North American marketing events. This was offset by an increase of $0.1 million in Asia marketing events.
Research and Development Expenses . The decrease was primarily due to a $0.3 million decrease in stock-based compensation costs.
General and Administrative Expenses . The slight decrease was primarily due to a $1.0 million increase in professional fees primarily for proxy contest costs related to an activist investor, a $0.1 million increase in employee-related costs, and a $0.1 million increase in foreign taxes. This was offset by a $1.3 million decrease in stock-based compensation costs.

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Liquidity and Capital Resources
Three Months Ended
March 31, 
2019 2018
Cash provided by (used in):
Operating activities
$ 3,246,055  $ 1,427,138 
Investing activities
(857,785) (865,559)
Financing activities
(297,397) (464,472)

March 31,
2019 		December 31,
2018
Cash and cash equivalents  $ 9,598,587  $ 7,514,719 
Accounts receivable, net  14,434,126  17,171,777 
Historically, we have financed our operations through the sale of stock and borrowing from credit facilities. Our principal sources of liquidity are our cash and cash equivalents, our accounts receivable, cash from operations and borrowings from our credit facility. We bill our customers in advance for annual subscriptions, while professional services are typically billed on a monthly basis as services are performed. As a result, the amount of our accounts receivable at the end of a period is driven significantly by our annual subscription and professional services billings for the last month of the period, and our cash flows from operations are affected by our collection of amounts due from customers for subscription and professional services billings that resulted in the recognition of revenue in a prior period.
Net Cash Flows from Operating Activities
For the three months ended March 31, 2019, net cash provided by operating activities was $3.2 million, which reflects our net loss of $3.3 million, adjusted for non-cash charges of $3.2 million consisting primarily of $2.0 million for stock-based compensation and $1.2 million for depreciation and amortization. Additionally, we had a $3.3 million increase in our working capital accounts consisting primarily of an increase of $2.8 million in accounts and unbilled receivables and a $1.1 million increase in deferred revenue. This was offset by a $2.0 million decrease in accrued expenses.
For the three months ended March 31, 2018, net cash provided by operating activities was $1.4 million, which reflects our net loss of $3.2 million, adjusted for non-cash charges of $3.3 million consisting primarily of $2.0 million for stock-based compensation and $1.3 million for depreciation and amortization. Additionally, we had a $1.3 million increase in our working capital accounts consisting primarily of an increase of $3.4 million in accounts receivable and unbilled receivables offset by a $0.9 million decrease in prepaid and other expenses, a $0.6 million decrease in accounts payable, and a $0.7 million decrease in accrued expenses.
Our deferred revenue was $36.4 million at March 31, 2019 and $35.3 million at December 31, 2018. The increases and decreases in deferred revenue at the end of each of these periods reflect the timing of invoicing to new and existing customers offset by amortization of previously billed subscription agreements. Customers are invoiced annually in advance for their annual subscription fee and the invoices are recorded in accounts receivable and deferred revenue, which is then recognized ratably over the term of the subscription agreement. 
Net Cash Flows from Investing Activities
For the three months ended March 31, 2019, net cash used in investing activities was $0.9 million and primarily consisted of $0.7 million for capitalization of software development costs.
For the three months ended March 31, 2018, net cash used in investing activities was $0.9 million and primarily consisted of $0.9 million for capitalization of software development costs.
  Net Cash Flows from Financing Activities
For the three months ended March 31, 2019, net cash used in financing activities was $0.3 million and consisted of finance lease repayments of $0.4 million and term loan repayments of $0.2 million offset by cash received of $0.3 million for stock option exercises.
For the three months ended March 31, 2018, net cash used in financing activities was $0.5 million and consisted of finance lease repayments of $0.4 million and term loan repayments of $0.2 million.

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Credit Agreement
In March 2015, we entered into a credit agreement (the Credit Agreement) providing for financing comprised of (i) a senior secured term loan facility (the Term Loan) of $20.0 million, and (ii) a senior secured revolving credit facility (the Revolver) that was subsequently amended to a borrowing limit of $15.0 million, and includes a $2.0 million sublimit for the issuance of letters of credit. The Credit Agreement contains customary affirmative and negative covenants for financings of its type that are subject to customary exceptions. As of March 31, 2019, we were in compliance with all the reporting and financial covenants. In February 2017, we negotiated to extend the maturity date for both the Term Loan and the Revolver to December 31, 2019. On December 26, 2018, we negotiated to extend the maturity date for both the Term Loan and the Revolver to December 31, 2021.
The outstanding balance for the Term Loan as of March 31, 2019 was $12.6 million, net of unaccreted discount and deferred financing costs of $0.1 million, and the outstanding balance under the Revolver was $6.0 million. For the three months ended March 31, 2019, the weighted average interest rate used was 6.06% for the Term Loan and 6.75% for the Revolver.
Off-Balance Sheet Arrangements
As of March 31, 2019, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. We do not engage in trading activities involving non-exchange traded contracts. As such, we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in these relationships.
Capital Resources
Historically, we have incurred net losses and negative cash flows from operations. Recently, we have started generating positive cash flows from operations. We also have an accumulated deficit of $179.8 million as of March 31, 2019. Our primary sources of liquidity have been proceeds from our initial public offering, cash and cash equivalents, accounts receivable, cash from operations and borrowings from our credit facility.
Additional financing may be required for us to successfully implement our growth strategy. There can be no assurance that additional financing, if needed, can be obtained on terms acceptable to us. Our ability to maintain successful operations will depend on, among other things, new business, the retention of customers, and the effectiveness of sales and marketing initiatives. If anticipated revenue growth is not achieved, we may be required to curtail spending to reduce cash outflows.
Based upon our existing cash and cash equivalents balances, borrowings from our credit facility and our projected operating results, management believes that we have adequate resources to satisfy our liquidity requirements through at least the next twelve months from issuance of this quarterly report.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
Foreign Currency Exchange Risk . We bill our customers predominately in U.S. dollars and receive payment predominately in U.S. dollars. However, because most of our international sales are denominated in the currency of the country where the purchaser is located, as we continue to expand our direct sales presence in international regions, the portion of our accounts receivable denominated in foreign currencies may continue to increase. Historically, our greatest accounts receivable foreign currency exposure has been related to revenue denominated in Euros. In addition, we incur significant costs related to our operations in India in Rupees, in China in Renminbi, and in Hong Kong dollars. As a result of these factors, our results of operations and cash flows are and will increasingly be subject to fluctuations due to changes in foreign currency exchange rates.
Interest Rate Sensitivity . Interest income is sensitive to changes in the general level of U.S. interest rates. However, based on the nature and current level of our investments, which are primarily cash and cash equivalents, we believe there is no material risk of exposure. Although interest expense related to our credit agreement is sensitive to changes in the Prime rate and the LIBOR rate, we believe that we have no material risk of exposure.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Based on an evaluation under the supervision and with the participation of our management, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act), were effective as of March 31, 2019 to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We are involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on our financial position, results of operations, or liquidity.
Item 1A. Risk Factors
There have been no material changes to the Risk Factors we previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2018.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
Item 6. Exhibits
See exhibits listed under the Exhibit Index below.
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SIGNATURE

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, thereunto duly authorized.

AMBER ROAD, INC.
Date: May 10, 2019
By:
/s/ THOMAS E. CONWAY
Thomas E. Conway
Chief Financial Officer
(Principal Financial and Accounting Officer and Duly Authorized Signatory)


























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EXHIBIT INDEX

Exhibit
Number
Description
31.1* 
31.2* 
32.1** 
32.2** 
101.INS* 
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH* 
XBRL Taxonomy Extension Schema Linkbase Document.
101.CAL* 
XBRL Taxonomy Calculation Linkbase Document.
101.DEF* 
XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB* 
XBRL Taxonomy Label Linkbase Document.
101.PRE*
XBRL Taxonomy Presentation Linkbase Document.
* Filed herewith
** Furnished herewith















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