UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

---

FORM 8-K

---

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 26, 2012

---

SPS COMMERCE, INC.
(Exact name of registrant as specified in its charter)

Delaware		001-34702		41-2015127
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

	333 South Seventh Street, Suite 1000 Minneapolis, MN		55402
	(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code:   (612) 435-9400

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
	[   ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	[   ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	[   ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	[   ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

---

Item 2.02. Results of Operations and Financial Condition.

On July 26, 2012 we issued a press release disclosing our results of operations and financial condition for our second quarter ended June 30, 2012. In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in that filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99 Press Release dated July 26, 2012

---

SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		SPS COMMERCE, INC.
Date: July 26, 2012		By: /s/ KIMBERLY K. NELSON Name: Kimberly K. Nelson Title: Executive Vice President and Chief Financial Officer

---

EXHIBIT INDEX

No.	Description	Manner of Filing
99	Press Release dated July 26, 2012	Filed Electronically

EXHIBIT 99

SPS Commerce Reports Second Quarter 2012 Financial Results

Company Delivers 46th Consecutive Quarter of Revenue Growth and 30% Recurring Revenue Growth Over 2011

MINNEAPOLIS, July 26, 2012 (GLOBE NEWSWIRE) -- SPS Commerce (Nasdaq:SPSC), a leading provider of on-demand supply chain management solutions, today announced financial results for the second quarter ended June 30, 2012.

Revenue was $17.8 million in the second quarter of 2012, compared to $13.9 million in the second quarter of 2011, reflecting 28% growth in total revenue from the second quarter 2011. Recurring revenue grew 30% from the second quarter of 2011.

Net income in the second quarter of 2012 was $426,000 or $0.03 per diluted share, compared to net loss of $(109,000) or ($0.01) per diluted share, in the second quarter of 2011. Non-GAAP net income per diluted share was $0.11 in the second quarter of 2012, compared to non-GAAP net income per diluted share of $0.04 in the second quarter of 2011. Adjusted EBITDA for the second quarter of 2012 was $2.3 million, compared to $1.0 million for the second quarter of 2011.

"We demonstrated strong execution and generated solid momentum for our business in the first half of 2012," said Archie Black, President and CEO of SPS Commerce. "The evolution of the supply chain to embrace cloud solutions and a greater emphasis on trading partner collaboration is increasing our market opportunity and providing a tailwind for our business. We will continue to invest in growth and customer acquisition by scaling our sales and marketing efforts, nurturing the thousands of leads within our network and innovating around our platform."

Revenue for the six months ended June 30, 2012 was $34.4 million, compared to $26.6 million for the comparable period in 2011. Net income for the six months ended June 30, 2012 was $682,000 or $0.05 per diluted share, compared to net income of $383,000, or $0.03 per diluted share, for the comparable period in 2011. Non-GAAP net income per diluted share for the six months ended June 30, 2012 was $0.19, compared to non-GAAP net income per diluted share of $0.10 for the comparable period in 2011. Adjusted EBITDA for the first six months of this year was $4.2 million, compared to $2.2 million for the first six months last year.

"We had another strong quarter highlighted by 30% recurring revenue growth," said Kim Nelson, Chief Financial Officer of SPS Commerce. "We continue to successfully execute against our growth strategy and are pleased to announce that we are once again raising our full year guidance to reflect the strength we are seeing in the business."

Guidance

For the third quarter of 2012, revenue is expected to be in the range of $18.2 million to $18.4 million, representing growth of 17% to 19% compared to the third quarter of 2011. Third quarter net income per diluted share is expected to be in the range of $0.02 to $0.03. Non-GAAP net income per diluted share is expected to be in the range of $0.10 to $0.11. Adjusted EBITDA is expected to be in the range of $2.2 to $2.4 million. Non-cash, share-based compensation expense is expected to be approximately $800,000 and amortization is expected to be approximately $260,000.

For the full year of 2012, revenue is expected to be in the range of $71.0 to $71.6 million, representing growth of 22% to 23% compared to 2011. Full year net income per diluted share is expected to be in the range of $0.10 to $0.13. Non-GAAP net income per diluted share is expected to be in the range of $0.40 to $0.43. Adjusted EBITDA is expected to be in the range of $8.7 to $9.2 million. Non-cash, share-based compensation expense is expected to be approximately $3 million and amortization is expected to be $1 million.

Quarterly Conference Call

To access the call, please dial (877) 312-7508, or outside the U.S. (253) 237-1184, at least five minutes prior to the 3:30 p.m. CT start time. A live webcast of the call will also be available at www.investors.spscommerce.com under the Events and Presentations menu. An audio replay will be available between 6:30 p.m. CT July 26, 2012 and 10:59 p.m. CT August 8, 2012 by calling (855) 859-2056 or (404) 537-3406, with Conference ID 86911928. The replay will also be available on our website at www.investors.spscommerce.com.

About SPS Commerce

SPS Commerce is a leading provider of on-demand supply chain management solutions and the Retail Universe community, providing integration, collaboration, connectivity, visibility and data analytics to thousands of customers worldwide. We deliver our solutions over the Internet using a Software-as-a-Service model to improve the way the retail supply chain community of suppliers, retailers, distributors and other customers build their trading partner relationships and manage and fulfill orders. Our Retail Universe hosts profiles of thousands of retail supply chain members, and enables retailers, suppliers and 3PLs to find, connect and form new business partnerships based on product or integration requirements. The SPSCommerce.net platform features pre-built integrations used by current and new customers alike, spanning 3,000 order management models across 1,500 retailers, grocers and distributors, as well as integrations to over 100 accounting, warehouse management, enterprise resource planning, and packing and shipping applications. More than 45,000 customers across more than 40 countries have used SPSCommerce.net, making it one of the largest trading partner integration centers. SPS Commerce has achieved 46 consecutive quarters of increased revenues and is headquartered in Minneapolis. For additional information, please contact SPS Commerce at 866-245-8100 or visit www.spscommerce.com or www.retailuniverse.com.

The SPS Commerce logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=7184

SPSCommerce.net and the SPS Commerce logo are the property of SPS Commerce, Inc. Retail Universe is a service mark of SPS Commerce. All other names and trademarks are the property of their respective holders.

Use of Non-GAAP Financial Measures

To supplement its financial statements, SPS Commerce also provides investors with Adjusted EBITDA and non-GAAP net income per share, which are non-GAAP financial measures. SPS Commerce believes that these non-GAAP measures provide useful information to management and investors regarding certain financial and business trends relating to its financial condition and results of operations. SPS Commerce's management uses these non-GAAP measures to compare the company's performance to that of prior periods for trend analyses and planning purposes. It uses Adjusted EBITDA for purposes of determining executive and senior management incentive compensation. These measures are also presented to the company's board of directors.

EBITDA consists of net income plus depreciation and amortization, interest expense, interest income and income tax expense. Adjusted EBITDA consists of EBITDA plus non-cash, stock-based compensation expense. SPS Commerce uses Adjusted EBITDA as a measure of operating performance because it assists the company in comparing performance on a consistent basis, as it removes from operating results the impact of the company's capital structure. SPS Commerce believes Adjusted EBITDA is useful to an investor in evaluating the company's 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 corporate performance exclusive of the company's capital structure and the method by which assets were acquired.

Non-GAAP net income per share consists of net income plus non-cash, stock-based compensation expense and amortization expense related to intangible assets divided by the weighted average number of shares of common stock outstanding during each period. SPS Commerce believes non-GAAP net income per share is useful to an investor because it is widely used to measure a company's operating performance.

These non-GAAP measures should not be considered a substitute for, or superior to, financial measures calculated in accordance with generally accepted accounting principles in the United States. These non-GAAP financial measures exclude significant expenses and income that are required by GAAP to be recorded in the company's financial statements and are subject to inherent limitations. SPS Commerce urges investors to review the reconciliation of its non-GAAP financial measures to the comparable GAAP financial measures that are included in this press release.

Forward-Looking Statements

This press release may contain forward-looking statements, including information about management's view of SPS Commerce's future expectations, plans and prospects and our sales pipeline, within the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks, uncertainties and other factors which may cause the results of SPS Commerce to be materially different than those expressed or implied in such statements. These factors include less than expected growth in the supply chain management industry, especially for Software-as-a-Service solutions within this industry; lack of acceptance of new solutions SPS Commerce offers; an inability to continue increasing SPS Commerce's number of customers or the revenues SPS Commerce derives from its recurring revenue customers; an inability to identify attractive acquisition opportunities, successfully negotiate acquisition terms or effectively integrate acquired companies or businesses; an inability to effectively manage growth; and an inability to add sales and marketing, research and development or other key personnel who are able to successfully sell or develop solutions. Certain of these risk factors and others are included in documents SPS Commerce files with the Securities and Exchange Commission, including but not limited to, SPS Commerce's Annual Report on Form 10-K for the year ended December 31, 2011, as well as subsequent reports filed with the Securities and Exchange Commission. Other unknown or unpredictable factors also could have material adverse effects on SPS Commerce's future results. The forward-looking statements included in this press release are made only as of the date hereof. SPS Commerce cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. Finally, SPS Commerce expressly disclaims any intent or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

SPS-F

SPS COMMERCE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited; in thousands, except share amounts)
	June 30,	December 31,
	2012	2011
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$ 35,501	$ 31,985
Accounts receivable, less allowance for doubtful accounts of $288 and $222, respectively	9,029	7,958
Deferred costs, current	6,509	5,748
Deferred income taxes, current	782	783
Prepaid expenses and other current assets	1,604	1,765
Total current assets	53,425	48,239
PROPERTY AND EQUIPMENT, net	4,028	3,382
GOODWILL	5,853	5,853
INTANGIBLE ASSETS, net	5,247	5,767
OTHER ASSETS
Deferred costs, net of current portion	2,885	2,510
Deferred income taxes, net of current portion	11,424	11,787
Other non-current assets	84	80
	$ 82,946	$ 77,618
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$ 1,944	$ 1,411
Accrued compensation and benefits	4,806	5,118
Accrued expenses and other current liabilities	1,560	1,097
Deferred revenue, current	4,366	3,840
Total current liabilities	12,676	11,466
OTHER LIABILITIES
Deferred revenue, less current portion	7,873	6,599
Total liabilities	20,549	18,065
COMMITMENTS and CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value; 5,000,000 shares authorized; 0 shares issued and outstanding	--	--
Common stock, $0.001 par value; 55,000,000 shares authorized; 12,386,417 and 12,138,858 shares issued and outstanding, respectively	12	12
Additional paid-in capital	110,768	108,606
Accumulated deficit	(48,383)	(49,065)
Total stockholders' equity	62,397	59,553
	$ 82,946	$ 77,618

SPS COMMERCE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited; in thousands, except per share amounts)
	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2012	2011	2012	2011
Revenues	$ 17,821	$ 13,937	$ 34,355	$ 26,586
Cost of revenues	4,843	3,750	9,291	7,071
Gross profit	12,978	10,187	25,064	19,515
Operating expenses
Sales and marketing	6,972	5,852	13,419	10,978
Research and development	1,830	1,414	3,562	2,654
General and administrative	3,165	2,839	6,353	5,294
Amortization of intangible assets	260	123	520	123
Total operating expenses	12,227	10,228	23,854	19,049
Income (loss) from operations	751	(41)	1,210	466
Other income (expense)
Interest income	13	26	28	58
Other expense	(38)	(16)	(103)	(34)
Total other income (expense), net	(25)	10	(75)	24
Income (loss) before income taxes	726	(31)	1,135	490
Income tax expense	(300)	(78)	(453)	(107)
Net income (loss)	$ 426	$ (109)	$ 682	$ 383
Net income (loss) per share
Basic	$ 0.03	$ (0.01)	$ 0.06	$ 0.03
Diluted	$ 0.03	$ (0.01)	$ 0.05	$ 0.03
Weighted average common shares used to compute net income (loss) per share
Basic	12,284	11,919	12,224	11,892
Diluted	13,026	11,919	13,106	12,659

SPS COMMERCE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; in thousands)
	Six Months Ended
	June 30,
	2012	2011
Cash flows from operating activities
Net income	$ 682	$ 383
Reconciliation of net income to net cash provided by operating activities
Deferred income taxes	364	--
Depreciation and amortization of property and equipment	1,244	895
Amortization of intangible assets	520	123
Provision for doubtful accounts	164	120
Stock-based compensation	1,327	799
Changes in assets and liabilities, net of effect of acquisition
Accounts receivable	(1,235)	(1,799)
Deferred costs	(1,136)	(708)
Prepaid expenses and other current assets	157	(593)
Accounts payable	533	823
Accrued compensation and benefits	(312)	259
Accrued expenses and other current liabilities	463	216
Deferred revenue	1,800	608
Net cash provided by operating activities	4,571	1,126
Cash flows from investing activities
Purchases of property and equipment	(1,890)	(989)
Acquisition of Direct EDI	--	(10,865)
Net cash used in investing activities	(1,890)	(11,854)
Cash flows from financing activities
Payments of capital lease obligations	--	(122)
Net proceeds from exercise of options to purchase common stock	811	273
Excess tax benefit from exercise of options to purchase common stock	24	--
Stock offering costs	--	(108)
Net cash provided by financing activities	835	43
Net increase (decrease) in cash and cash equivalents	3,516	(10,685)
Cash and cash equivalents at beginning of period	31,985	40,473
Cash and cash equivalents at end of period	$ 35,501	$ 29,788

SPS COMMERCE, INC.
NON-GAAP RECONCILIATION
(Unaudited; in thousands, except per share amounts)
	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2012	2011	2012	2011
Net income (loss)	$ 426	$ (109)	$ 682	$ 383
Depreciation and amortization of property and equipment	652	473	1,244	895
Amortization of intangible assets	260	123	520	123
Interest expense	--	--	--	--
Interest income	(13)	(26)	(28)	(58)
Income tax expense	300	78	453	107
EBITDA	1,625	539	2,871	1,450
Non-cash, stock-based compensation expense	715	487	1,327	799
Adjusted EBITDA	$ 2,340	$ 1,026	$ 4,198	$ 2,249
Net income (loss)	$ 426	$ (109)	$ 682	$ 383
Deferred tax asset valuation allowance reversal	--	--	--	--
Non-cash, stock-based compensation expense	715	487	1,327	799
Amortization of intangible assets	260	123	520	123
Non-GAAP income	$ 1,401	$ 501	$ 2,529	$ 1,305
Shares used to compute non-GAAP income per share
Basic	12,284	11,919	12,224	11,892
Diluted	13,026	12,620	13,106	12,659
Non-GAAP income per share
Basic	$ 0.11	$ 0.04	$ 0.21	$ 0.11
Diluted	$ 0.11	$ 0.04	$ 0.19	$ 0.10

CONTACT: Investor Relations:
         The Blueshirt Group
         415-217-7722
         Todd Friedman, todd@blueshirtgroup.com
         Stacie Bosinoff, stacie@blueshirtgroup.com

         Media:
         Kay Rindels
         SPS Commerce
         866-245-8100
         krindels@spscommerce.com