|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
(State or other jurisdiction of
incorporation or organization)
|
|
7372
(Primary Standard Industrial
Classification code number)
|
|
81-1001640
(I.R.S. Employer
Identification No.)
|
Large accelerated filer
|
o
|
|
Accelerated filer
|
o
|
|
Non-accelerated filer
|
ý
|
|
Smaller reporting company
|
o
|
Emerging growth company
|
ý
|
|
|
|
|
|
|
|
|
|
|
|
Series A
|
|
Series B
|
|
Series C
|
|
CommerceHub, Inc. common stock:
|
|
13,593,992
|
|
711,992
|
|
28,841,977
|
|
|
|
|
|
|
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Assets
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
4,044
|
|
|
$
|
6,471
|
|
Accounts receivable, net of allowances of $546 and $200, respectively
|
12,530
|
|
|
18,109
|
|
||
Prepaid income taxes
|
635
|
|
|
4,311
|
|
||
Prepaid expenses and other current assets
|
1,386
|
|
|
1,549
|
|
||
Total current assets
|
18,595
|
|
|
30,440
|
|
||
Capitalized software, net
|
6,011
|
|
|
6,716
|
|
||
Deferred services costs
|
4,808
|
|
|
4,989
|
|
||
Property and equipment, net
|
7,913
|
|
|
7,629
|
|
||
Goodwill
|
21,410
|
|
|
21,410
|
|
||
Deferred income taxes
|
8,356
|
|
|
7,714
|
|
||
Other long-term assets
|
1,475
|
|
|
1,122
|
|
||
Total assets
|
$
|
68,568
|
|
|
$
|
80,020
|
|
|
|
|
|
||||
Liabilities and Equity
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable and accrued expenses
|
$
|
2,507
|
|
|
$
|
2,135
|
|
Accrued payroll and related expenses
|
4,816
|
|
|
7,435
|
|
||
Income taxes payable
|
7
|
|
|
7
|
|
||
Deferred revenue
|
5,340
|
|
|
5,149
|
|
||
Total current liabilities
|
12,670
|
|
|
14,726
|
|
||
Deferred revenue, long-term
|
7,724
|
|
|
7,581
|
|
||
Other long-term liabilities
|
1,453
|
|
|
1,135
|
|
||
Long-term debt
|
10,000
|
|
|
26,000
|
|
||
Total liabilities
|
31,847
|
|
|
49,442
|
|
||
Equity:
|
|
|
|
|
|
||
Preferred stock, $0.01 par value. Authorized shares of 50,000,000; 0 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively
|
—
|
|
|
—
|
|
||
Series A common stock, $0.01 par value. Authorized shares 40,000,000; 13,593,736 and 13,536,502 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively
|
136
|
|
|
135
|
|
||
Series B common stock, $0.01 par value. Authorized shares 1,500,000; 711,992 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively
|
7
|
|
|
7
|
|
||
Series C common stock, $0.01 par value. Authorized shares 83,000,000; 28,841,465 and 28,672,805 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively
|
288
|
|
|
287
|
|
||
Additional paid-in capital
|
20,586
|
|
|
16,904
|
|
||
Retained earnings
|
15,704
|
|
|
13,245
|
|
||
Total equity
|
36,721
|
|
|
30,578
|
|
||
Total liabilities and equity
|
$
|
68,568
|
|
|
$
|
80,020
|
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
Revenue (Note 7)
|
$
|
24,568
|
|
|
$
|
22,090
|
|
Cost of revenue
|
5,516
|
|
|
6,104
|
|
||
Gross profit
|
19,052
|
|
|
15,986
|
|
||
Operating expenses:
|
|
|
|
||||
Research and development
|
5,915
|
|
|
4,870
|
|
||
Sales and marketing
|
1,931
|
|
|
3,618
|
|
||
General and administrative
|
6,939
|
|
|
10,524
|
|
||
Total operating expenses
|
14,785
|
|
|
19,012
|
|
||
Income (loss) from operations
|
4,267
|
|
|
(3,026
|
)
|
||
Other (expense) income:
|
|
|
|
||||
Interest expense
|
(227
|
)
|
|
—
|
|
||
Interest income
|
—
|
|
|
166
|
|
||
Total other (expense) income
|
(227
|
)
|
|
166
|
|
||
Income (loss) before income taxes
|
4,040
|
|
|
(2,860
|
)
|
||
Income tax expense (benefit)
|
1,581
|
|
|
(870
|
)
|
||
Net income (loss)
|
2,459
|
|
|
(1,990
|
)
|
||
Total comprehensive income (loss)
|
$
|
2,459
|
|
|
$
|
(1,990
|
)
|
|
|
|
|
||||
Earnings (loss) per share:
|
|
|
|
||||
Basic
|
$
|
0.06
|
|
|
$
|
(0.05
|
)
|
Diluted
|
$
|
0.06
|
|
|
$
|
(0.05
|
)
|
|
|
|
|
||||
Shares used in computing earnings (loss) per share:
|
|
|
|
||||
Basic
|
42,977
|
|
|
42,703
|
|
||
Diluted
|
44,670
|
|
|
42,703
|
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income (loss)
|
$
|
2,459
|
|
|
$
|
(1,990
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
2,094
|
|
|
2,323
|
|
||
Amortization of debt issuance costs
|
56
|
|
|
—
|
|
||
Share-based compensation expense
|
2,360
|
|
|
10,037
|
|
||
Deferred income taxes
|
(642
|
)
|
|
(2,371
|
)
|
||
Bad debt expense
|
404
|
|
|
33
|
|
||
Accrued interest income
|
—
|
|
|
(166
|
)
|
||
Change in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
5,175
|
|
|
4,604
|
|
||
Prepaid expenses and other assets
|
(243
|
)
|
|
(409
|
)
|
||
Prepaid income taxes
|
3,676
|
|
|
—
|
|
||
Deferred costs
|
181
|
|
|
(192
|
)
|
||
Deferred revenue
|
334
|
|
|
218
|
|
||
Accounts payable and accrued expenses
|
337
|
|
|
2,058
|
|
||
Accrued payroll and related expenses
|
(2,620
|
)
|
|
1,106
|
|
||
Share-based compensation liability payments
|
—
|
|
|
(7,436
|
)
|
||
Parent receivables and payables, net
|
—
|
|
|
257
|
|
||
Net cash provided by operating activities
|
13,571
|
|
|
8,072
|
|
||
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of property and equipment
|
(692
|
)
|
|
(2,291
|
)
|
||
Additions to capitalized software
|
(631
|
)
|
|
(2,183
|
)
|
||
Net cash used in investing activities
|
(1,323
|
)
|
|
(4,474
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
||||
Repayments on credit agreement
|
(16,000
|
)
|
|
—
|
|
||
Cash received from exercise of stock options
|
1,324
|
|
|
52
|
|
||
Net cash (used in) provided by financing activities
|
(14,676
|
)
|
|
52
|
|
||
Currency effect on cash and cash equivalents
|
1
|
|
|
—
|
|
||
Net (decrease) increase in cash and cash equivalents
|
(2,427
|
)
|
|
3,650
|
|
||
|
|
|
|
||||
Cash and cash equivalents, beginning of period
|
6,471
|
|
|
19,337
|
|
||
Cash and cash equivalents, end of period
|
$
|
4,044
|
|
|
$
|
22,987
|
|
|
|
|
|
||||
Supplemental disclosure of non-cash investing and financing activities:
|
|
|
|
||||
Contractual obligations for acquisition of fixed assets
|
$
|
360
|
|
|
$
|
—
|
|
(amounts in thousands)
|
|
Three Months Ended
March 31, |
||||||
|
|
2017
|
|
2016
|
||||
Revenue:
|
|
|
|
|
|
|
||
Usage revenue
|
|
$
|
15,859
|
|
|
$
|
14,296
|
|
Subscription revenue
|
|
6,897
|
|
|
6,364
|
|
||
Set-up and professional services
|
|
1,812
|
|
|
1,430
|
|
||
Total revenue
|
|
$
|
24,568
|
|
|
$
|
22,090
|
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
Net income (loss)
|
$
|
2,459
|
|
|
$
|
(1,990
|
)
|
|
|
|
|
||||
Basic - weighted average shares outstanding
|
42,977
|
|
|
42,703
|
|
||
Weighted average effect of dilutive potential securities
|
1,693
|
|
|
—
|
|
||
Diluted - weighted average shares outstanding
|
44,670
|
|
|
42,703
|
|
||
|
|
|
|
||||
Anti-dilutive securities
|
4,585
|
|
|
—
|
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
Capitalized software costs
|
$
|
32,710
|
|
|
$
|
32,506
|
|
Less accumulated amortization
|
(26,699
|
)
|
|
(25,790
|
)
|
||
Capitalized software costs, net
|
$
|
6,011
|
|
|
$
|
6,716
|
|
Remainder of 2017
|
$
|
3,436
|
|
2018
|
2,221
|
|
|
2019
|
347
|
|
|
2020
|
7
|
|
|
|
$
|
6,011
|
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
Cost of revenue
|
$
|
110
|
|
|
$
|
504
|
|
Research and development
|
571
|
|
|
1,860
|
|
||
Sales and marketing
|
135
|
|
|
984
|
|
||
General and administrative
|
1,544
|
|
|
6,689
|
|
||
|
$
|
2,360
|
|
|
$
|
10,037
|
|
Volatility
|
41.5
|
%
|
Term (in years)
|
0.5
|
|
Risk-free interest rate
|
0.8
|
%
|
Dividend yield
|
—
|
%
|
|
CommerceHub Employee Plans
|
|
Liberty Employee Plans
|
||||||||||||
|
Omnibus Plan
|
|
Legacy Plans
|
|
Transitional Plan
|
||||||||||
|
Series C
|
|
Series C
|
|
Series C
|
|
Series A
|
||||||||
Outstanding at January 1, 2017
|
193,998
|
|
|
5,580,109
|
|
|
1,006,043
|
|
|
329,188
|
|
||||
Granted
|
278,629
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Exercised
|
—
|
|
|
(55,655
|
)
|
|
(119,028
|
)
|
|
(59,532
|
)
|
||||
Forfeited
|
(10,000
|
)
|
|
(46,494
|
)
|
|
(3,558
|
)
|
|
(1,785
|
)
|
||||
Outstanding at March 31, 2017
|
462,627
|
|
|
5,477,960
|
|
|
883,457
|
|
|
267,871
|
|
||||
Weighted average exercise price
|
$
|
15.61
|
|
|
$
|
13.02
|
|
|
$
|
9.41
|
|
|
$
|
7.90
|
|
Weighted average remaining contractual life (in years)
|
9.8
|
|
|
8.0
|
|
|
4.2
|
|
|
3.7
|
|
||||
Aggregate intrinsic value (in thousands)
|
$
|
178
|
|
|
$
|
16,908
|
|
|
$
|
5,409
|
|
|
$
|
2,019
|
|
Exercisable at March 31, 2017
|
—
|
|
|
1,261,320
|
|
|
476,669
|
|
|
204,631
|
|
||||
Weighted average exercise price
|
N/A
|
|
|
$
|
3.45
|
|
|
$
|
7.23
|
|
|
$
|
6.46
|
|
|
Weighted average remaining contractual life (in years)
|
N/A
|
|
|
4.1
|
|
|
3.4
|
|
|
3.0
|
|
||||
Aggregate intrinsic value (in thousands)
|
N/A
|
|
|
$
|
15,236
|
|
|
$
|
3,956
|
|
|
$
|
1,835
|
|
|
Number of
awards |
|
Weighted
average grant-date fair value |
|||
Outstanding at January 1, 2017
|
505,831
|
|
|
$
|
14.35
|
|
Granted
|
168,984
|
|
|
$
|
16.30
|
|
Vested
|
—
|
|
|
$
|
—
|
|
Forfeited
|
(6,473
|
)
|
|
$
|
14.33
|
|
Outstanding at March 31, 2017
|
668,342
|
|
|
$
|
14.85
|
|
•
|
consolidation or simplification of the e-commerce industry;
|
•
|
failure to compete successfully against current or future competitors;
|
•
|
the loss, poor performance or financial difficulty of a customer;
|
•
|
our ability to respond rapidly to changes in the e-commerce market;
|
•
|
retailer demand for drop-ship solutions;
|
•
|
conditions in the global economy;
|
•
|
our ability to maintain and scale our technical infrastructure;
|
•
|
our ability to avoid and/or effectively manage cybersecurity incidents;
|
•
|
service failures or interruptions;
|
•
|
obligations imposed on providers of software-as-a-service ("SaaS") solutions, and the continued acceptance of such solutions;
|
•
|
the seasonality of our and our customers' businesses;
|
•
|
the success of our strategic relationships with third parties;
|
•
|
our ability to attract and retain key personnel;
|
•
|
risks associated with acquiring or investing in other companies;
|
•
|
risks associated with international expansion; and
|
•
|
our ability to navigate complex domestic and foreign laws and regulations and to protect our intellectual property.
|
(amounts in thousands)
|
|
Three Months Ended
March 31, |
|
Change
|
|||||||||||
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Usage revenue
|
|
$
|
15,859
|
|
|
$
|
14,296
|
|
|
$
|
1,563
|
|
|
11
|
%
|
Subscription revenue
|
|
6,897
|
|
|
6,364
|
|
|
533
|
|
|
8
|
%
|
|||
Set-up and professional services
|
|
1,812
|
|
|
1,430
|
|
|
382
|
|
|
27
|
%
|
|||
Total revenue
|
|
$
|
24,568
|
|
|
$
|
22,090
|
|
|
$
|
2,478
|
|
|
11
|
%
|
(amounts in thousands)
|
|
Three Months Ended
March 31, |
|
Change
|
|||||||||||
|
|
2017
|
|
2016
|
|
$
|
%
|
||||||||
Cost of revenue
|
|
$
|
5,516
|
|
|
$
|
6,104
|
|
|
$
|
(588
|
)
|
|
(10
|
)%
|
Gross profit
|
|
$
|
19,052
|
|
|
$
|
15,986
|
|
|
$
|
3,066
|
|
|
19
|
%
|
Gross profit %
|
|
78
|
%
|
|
72
|
%
|
|
6
|
%
|
|
|
(amounts in thousands)
|
|
Three Months Ended
March 31, |
|
Change
|
|||||||||||
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Research and development
|
|
$
|
5,915
|
|
|
$
|
4,870
|
|
|
$
|
1,045
|
|
|
21
|
%
|
Sales and marketing
|
|
1,931
|
|
|
3,618
|
|
|
(1,687
|
)
|
|
(47
|
)%
|
|||
General and administrative
|
|
6,939
|
|
|
10,524
|
|
|
(3,585
|
)
|
|
(34
|
)%
|
|||
Total operating expenses
|
|
$
|
14,785
|
|
|
$
|
19,012
|
|
|
$
|
(4,227
|
)
|
|
(22
|
)%
|
(amounts in thousands)
|
|
Three Months Ended
March 31, |
|
Change
|
|||||||||||
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Other (expense) income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Interest expense
|
|
$
|
(227
|
)
|
|
$
|
—
|
|
|
$
|
(227
|
)
|
|
100
|
%
|
Interest income
|
|
—
|
|
|
166
|
|
|
(166
|
)
|
|
(100
|
)%
|
|||
Total other (expense) income
|
|
$
|
(227
|
)
|
|
$
|
166
|
|
|
$
|
(393
|
)
|
|
nm
|
|
(amounts in thousands)
|
|
Three Months Ended
March 31, |
|
Change
|
|||||||||||
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Net income (loss)
|
|
$
|
2,459
|
|
|
$
|
(1,990
|
)
|
|
$
|
4,449
|
|
|
nm
|
|
Interest expense (income)
|
|
227
|
|
|
(166
|
)
|
|
393
|
|
|
nm
|
|
|||
Income tax expense (benefit)
|
|
1,581
|
|
|
(870
|
)
|
|
2,451
|
|
|
nm
|
|
|||
Depreciation and amortization
|
|
2,094
|
|
|
2,323
|
|
|
(229
|
)
|
|
(10
|
)%
|
|||
Share-based compensation expense
|
|
2,360
|
|
|
10,037
|
|
|
(7,677
|
)
|
|
(76
|
)%
|
|||
Adjusted EBITDA
|
|
$
|
8,721
|
|
|
$
|
9,334
|
|
|
$
|
(613
|
)
|
|
(7
|
)%
|
(amounts in thousands)
|
|
Three Months Ended
March 31, |
|
Change
|
|||||||||||
|
|
2017
|
|
2016
|
$
|
%
|
|||||||||
Net cash provided by (used in):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Operating activities
|
|
$
|
13,571
|
|
|
$
|
8,072
|
|
|
$
|
5,499
|
|
|
68
|
%
|
Investing activities
|
|
(1,323
|
)
|
|
(4,474
|
)
|
|
3,151
|
|
|
(70
|
)%
|
|||
Financing activities
|
|
$
|
(14,676
|
)
|
|
$
|
52
|
|
|
$
|
(14,728
|
)
|
|
nm
|
|
Exhibit
Number
|
Exhibit Description
|
Ex. 10.1
|
Employment Agreement, dated as of July 20, 2016, by and between Commerce Technologies, Inc. and Richard Jones.*
|
Ex. 10.2
|
Form of CommerceHub, Inc. Legacy Stock Appreciation Rights Plan Stock Option Agreement for Richard Jones (relating to performance-vesting awards).*
|
Ex. 10.3
|
CommerceHub, Inc. Legacy Stock Appreciation Rights Plan Stock Option Agreement for Richard Jones (relating to time-vesting awards).*
|
Ex. 31.1
|
Certification pursuant to Rule 13a-14(a) or 15d-14 under the Securities Exchange Act of 1934.*
|
Ex. 31.2
|
Certification pursuant to Rule 13a-14(a) or 15d-14 under the Securities Exchange Act of 1934.*
|
Ex. 32.1
|
Certification of Chief Executive Officer pursuant to Title 18, United States Code, Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
|
Ex. 32.2
|
Certification of Chief Financial Officer pursuant to Title 18, United States Code, Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
|
Ex. 101.INS
|
XBRL Instance Document*
|
Ex. 101.SCH
|
XBRL Taxonomy Extension Schema Document*
|
Ex. 101.CAL
|
XBRL Taxonomy Calculation Linkbase Document*
|
Ex. 101.LAB
|
XBRL Taxonomy Label Linkbase Document*
|
Ex. 101.PRE
|
XBRL Taxonomy Presentation Linkbase Document*
|
Ex. 101.DEF
|
XBRL Taxonomy Definition Document*
|
|
|
|
|
COMMERCEHUB, INC.
|
|
|
|
|
(Registrant)
|
|
|
|
|
|
Date:
|
|
May 8, 2017
|
|
/ S / FRANCIS POORE
|
|
|
|
|
Francis Poore
President and Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
|
|
Date:
|
|
May 8, 2017
|
|
/ S / MARK GREENQUIST
|
|
|
|
|
Mark Greenquist
Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
|
|
Date:
|
|
May 8, 2017
|
|
/ S / MICHAEL TRIMARCHI
|
|
|
|
|
Michael Trimarchi
Chief Accounting Officer
(Principal Accounting Officer)
|
(A)
|
a material reduction in the Employee’s then current Salary or target bonus opportunity specified in Section 3(b) or the termination or material reduction of any employee benefit or perquisite enjoyed by him (other than as part of an across the board reduction applicable to all eligible employees of the Company);
|
(B)
|
the relocation of the Company’s principal office, or the Employee’s own office location as assigned to him by the Company, to a location more than 60 miles outside of Albany, New York;
|
(C)
|
any material breach by the Company hereunder;
|
(D)
|
a material reduction in the duties of Employee without the prior written consent of the Employee, except that the parties acknowledge and agree that (x) the Company may hire a Chief Operating Officer or other similar officer, to be assigned duties related to the Company’s operations (which include the following duties listed in
Schedule A
: oversight of customer service, oversight of vendor implementation, and oversight of vendor sales contracting; as well as any additional operational duties added from time to time), (y) Employee’s role and title may change upon the hiring of such an officer and (z) if Employee remains employed as the Company’s Chief Technology Officer with assigned duties appropriate to that position, no Constructive Termination Without Cause will be deemed to have occurred if Employee’s Salary is not reduced in conjunction with such change in role and title; or
|
(E)
|
a restructuring by which Employee is required to report to anyone other than the President and Chief Executive Officer or the Board of Directors or other governing body of the Company without the prior written consent of the Employee.
|
a.
|
The definition of “Cause” in Section 3(d) of the Plan is superseded by the definition of “Cause” contained in that certain employment agreement between Awardee and CTI dated as of January 4, 2011, as such agreement may be modified from time to time (the “Jones Employment Agreement”).
|
b.
|
The definition of “Grounds for Forfeiture” in Section 4(o) of the Plan is superseded and the term “Grounds for Forfeiture” shall mean “Cause” as defined in the Jones Employment Agreement.
|
11.
|
Tax Consequences
.
|
a.
|
Awardee understands that upon either the grant or the exercise of this Option, the Awardee may recognize adverse tax consequences.
|
b.
|
Awardee understands that the Company will be required to withhold any tax or social insurance required from any governmental authority. Awardee is encouraged to consult with a tax advisor concerning the tax consequences of exercising this Option.
|
(iii)
|
Any other documentation that the Committee may reasonably require.
|
10.
|
Tax Consequences
.
|
a.
|
Awardee understands that upon either the grant or the exercise of this Option, the Awardee may recognize adverse tax consequences.
|
b.
|
Awardee understands that the Company will be required to withhold any tax or social insurance required from any governmental authority. Awardee is encouraged to consult with a tax advisor concerning the tax consequences of exercising this Option.
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of CommerceHub, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|||
|
|
|
|
Date:
|
May 8, 2017
|
By:
|
/S/ FRANCIS POORE
|
|
|
|
Francis Poore
|
|
|
|
President and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of CommerceHub, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|||
|
|
|
|
Date:
|
May 8, 2017
|
By:
|
/S/ MARK GREENQUIST
|
|
|
|
Mark Greenquist
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
|
|||
|
|
|
|
Date:
|
May 8, 2017
|
By:
|
/S/ FRANCIS POORE
|
|
|
|
Francis Poore
|
|
|
|
President and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|||
|
|
|
|
Date:
|
May 8, 2017
|
By:
|
/S/ MARK GREENQUIST
|
|
|
|
Mark Greenquist
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|