Form 8-K
0001092699 False 0001092699 2023-04-26 2023-04-26 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
 

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

                           April 26, 2023                           

Date of report (Date of earliest event reported)

                    SPS COMMERCE, INC.                    

(Exact Name of Registrant as Specified in its Charter)

Delaware    001-34702    41-2015127
(State of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

 

333 South Seventh Street, Suite 1000

Minneapolis, Minnesota

           

55402

(Address of Principal Executive Offices)

 

(Zip Code)

 

                                   (612) 435-9400                                   

(Registrant's Telephone Number, Including Area Code)

                                         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))

     Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.001 per shareSPSCThe Nasdaq Stock Market LLC
(Nasdaq Global Market)

     Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

     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

 
 
Item 2.02. Results of Operations and Financial Condition.

On April 26, 2023, we issued a press release disclosing our results of operations and financial condition for the quarter ended March 31, 2023. In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99, 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

Exhibit No. Exhibit
   
99 Press Release dated April 26, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 

SIGNATURES

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

 SPS COMMERCE, INC.
   
  
Date: April 26, 2023By: /s/ KIMBERLY NELSON                                       
  Kimberly Nelson
  Executive Vice President and Chief Financial Officer
  

 

EdgarFiling

EXHIBIT 99

SPS Commerce Reports First Quarter 2023 Financial Results

Company delivers 89th consecutive quarter of topline growth
Revenue growth of 20% year-over-year; Recurring revenue growth of 20% year-over-year

MINNEAPOLIS, April 26, 2023 (GLOBE NEWSWIRE) -- SPS Commerce, Inc. (Nasdaq: SPSC), a leader in retail cloud services, today announced financial results for the first quarter ended March 31, 2023.

First Quarter 2023 Financial Highlights

“The ongoing expansion of our network is a reflection of SPS’ ability to help retailers, suppliers and emerging brands successfully and cost effectively adapt to omnichannel retail while they future-proof their investments in supply chain automation,” said Archie Black, CEO of SPS Commerce. “I believe our strategy and our people position SPS Commerce for continued success as we capitalize on the growth opportunities ahead of us.”

“SPS Commerce’s history of strong financial performance and 89 quarters of consecutive revenue growth underscore the stability of our business model and our consistent execution. Despite ongoing macro dynamics, we believe we are better positioned than ever to deliver on our long-term targets and sustained, profitable growth,” said Kim Nelson, CFO of SPS Commerce.

Guidance

Second Quarter 2023 Guidance

Full Year 2023 Guidance

The forward-looking measures and the underlying assumptions involve significant known and unknown risks and uncertainties, and actual results may vary materially. The Company does not present a reconciliation of the forward-looking non-GAAP financial measures, including Adjusted EBITDA, Adjusted EBITDA margin, and non-GAAP income per share, to the most directly comparable GAAP financial measures because it is impractical to forecast certain items without unreasonable efforts due to the uncertainty and inherent difficulty of predicting, within a reasonable range, the occurrence and financial impact of and the periods in which such items may be recognized.

Quarterly Conference Call

To access the call, please dial 1-833-816-1382, or outside the U.S. 1-412-317-0475 at least 15 minutes prior to the 3:30 p.m. CT start time. Please ask to join the SPS Commerce Q1 2023 conference call. A live webcast of the call will also be available at http://investors.spscommerce.com under the Events and Presentations menu.   The replay will also be available on our website at http://investors.spscommerce.com.

About SPS Commerce

SPS Commerce is the world’s leading retail network, connecting trading partners around the globe to optimize supply chain operations for all retail partners. We support data-driven partnerships with innovative cloud technology, customer-obsessed service and accessible experts so our customers can focus on what they do best. To date, more than 115,000 companies in retail, distribution, grocery and e-commerce have chosen SPS as their retail network. SPS has achieved 89 consecutive quarters of revenue growth and is headquartered in Minneapolis. For additional information, contact SPS at 866-245-8100 or visit www.spscommerce.com.

SPS COMMERCE, SPS, SPS logo, AS THE NETWORK GROWS, SO DOES YOUR OPPORTUNITY, INFINITE RETAIL POWER, MASTERING THE RETAIL GAME and RSX are marks of SPS Commerce, Inc. and Registered in the U.S. Patent and Trademark Office. These marks may be registered or otherwise protected in other countries. 

SPS-F

Use of Non-GAAP Financial Measures

To supplement our consolidated financial statements, we provide investors with Adjusted EBITDA, Adjusted EBITDA Margin, and non-GAAP income per share, all of which are non-GAAP financial measures. We believe that these non-GAAP financial measures provide useful information to our management, Board of Directors, and investors regarding certain financial and business trends relating to our financial condition and results of operations.

Our management uses these non-GAAP financial measures to compare our performance to that of prior periods for trend analyses and planning purposes. Adjusted EBITDA is also used for purposes of determining executive and senior management incentive compensation. We believe these non-GAAP financial measures are useful to an investor as they are widely used in evaluating operating performance. Adjusted EBITDA and Adjusted EBITDA Margin are used to measure 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 capital structure and the method by which assets were acquired.

These non-GAAP financial measures should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP. These non-GAAP financial measures exclude significant expenses and income that are required by GAAP to be recorded in our consolidated financial statements and are subject to inherent limitations. Investors should review the reconciliations of non-GAAP financial measures to the comparable GAAP financial measures that are included in this press release.

Adjusted EBITDA Measures:

Adjusted EBITDA consists of net income adjusted for income tax expense, depreciation and amortization expense, stock-based compensation expense, realized gain or loss from foreign currency on cash and investments held, investment income or loss, and other adjustments as necessary for a fair presentation.

Adjusted EBITDA Margin consists of Adjusted EBITDA divided by revenue. Margin, the comparable GAAP measure of financial performance, consists of net income divided by revenue.

Non-GAAP Income Per Share Measure:

Non-GAAP income per share consists of net income adjusted for stock-based compensation expense, amortization expense related to intangible assets, realized gain or loss from foreign currency on cash and investments held, other adjustments as necessary for a fair presentation, and the corresponding tax impacts of the adjustments to net income, divided by the weighted average number of shares of common and diluted stock outstanding during each period.

To quantify the tax effects, we recalculated income tax expense excluding the direct book and tax effects of the specific items constituting the non-GAAP adjustments. The difference between this recalculated income tax expense and GAAP income tax expense is presented as the income tax effect of the non-GAAP adjustments.

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, including our views regarding future execution within our business, the opportunity we see in the retail supply chain world and our performance for the second quarter and full year of 2023, 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. 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, 2022, 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 COMMERCE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited; in thousands, except shares)

 March 31,
2023
 December 31,
2022
ASSETS   
Current assets   
Cash and cash equivalents$182,304  $162,893 
Short-term investments 51,146   51,412 
Accounts receivable 46,654   42,501 
Allowance for credit losses (3,217)  (3,066)
Accounts receivable, net 43,437   39,435 
Deferred costs 53,844   52,755 
Other assets 15,651   16,319 
Total current assets 346,382   322,814 
Property and equipment, net 35,078   35,458 
Operating lease right-of-use assets 8,451   9,170 
Goodwill 199,001   197,284 
Intangible assets, net 84,536   88,352 
Other assets   
Deferred costs, non-current 17,965   17,424 
Deferred income tax assets 3,365   227 
Other assets, non-current 2,149   2,185 
Total assets$696,927  $672,914 
LIABILITIES AND STOCKHOLDERS’ EQUITY   
Current liabilities   
Accounts payable$5,339  $11,256 
Accrued compensation 26,431   30,235 
Accrued expenses 8,163   7,451 
Deferred revenue 62,907   57,423 
Operating lease liabilities 4,121   4,277 
Total current liabilities 106,961   110,642 
Other liabilities   
Deferred revenue, non-current 5,105   4,771 
Operating lease liabilities, non-current 11,994   13,009 
Deferred income tax liabilities 6,977   7,419 
Total liabilities 131,037   135,841 
Commitments and contingencies   
Stockholders' equity   
Common stock 39   38 
Treasury Stock (128,892)  (128,892)
Additional paid-in capital 489,716   476,117 
Retained earnings 208,510   193,221 
Accumulated other comprehensive loss (3,483)  (3,411)
Total stockholders’ equity 565,890   537,073 
Total liabilities and stockholders’ equity$696,927  $672,914 
        

SPS COMMERCE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited; in thousands, except per share amounts)

 Three Months Ended
March 31,
  2023   2022 
Revenues$125,868  $105,193 
Cost of revenues 42,964   35,389 
Gross profit 82,904   69,804 
Operating expenses   
Sales and marketing 29,083   24,655 
Research and development 12,563   10,701 
General and administrative 20,677   15,468 
Amortization of intangible assets 3,851   2,470 
Total operating expenses 66,174   53,294 
Income from operations 16,730   16,510 
Other income, net 1,276   423 
Income before income taxes 18,006   16,933 
Income tax expense 2,717   4,330 
Net income$15,289  $12,603 
    
Net income per share   
Basic$0.42  $0.35 
Diluted$0.41  $0.34 
    
Weighted average common shares used to compute net income per share   
Basic 36,427   36,136 
Diluted 37,155   36,989 
        

SPS COMMERCE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; in thousands)

 Three Months Ended
March 31,
  2023   2022 
Cash flows from operating activities   
Net income$15,289  $12,603 
Reconciliation of net income to net cash provided by operating activities   
Deferred income taxes (5,147)  (269)
Depreciation and amortization of property and equipment 4,626   3,864 
Amortization of intangible assets 3,851   2,470 
Provision for credit losses 1,206   1,144 
Stock-based compensation 11,780   9,015 
Other, net 502   (7)
Changes in assets and liabilities   
Accounts receivable (6,220)  (5,563)
Deferred costs (1,679)  (2,797)
Other current and non-current assets 602   (6,736)
Accounts payable (4,849)  (3,229)
Accrued compensation (4,417)  (10,495)
Accrued expenses 721   (1,746)
Deferred revenue 5,818   6,349 
Operating leases (452)  (256)
Net cash provided by operating activities 21,631   4,347 
Cash flows from investing activities   
Purchases of property and equipment (5,261)  (4,355)
Purchases of investments (34,329)  (54,977)
Maturities of investments 35,000   65,000 
Net cash provided by (used in) investing activities (4,590)  5,668 
Cash flows from financing activities   
Repurchases of common stock    (15,226)
Net proceeds from exercise of options to purchase common stock 2,184   504 
Net proceeds from employee stock purchase plan activity 241   147 
Net cash provided by (used in) financing activities 2,425   (14,575)
Effect of foreign currency exchange rate changes (55)  96 
Net increase (decrease) in cash and cash equivalents 19,411   (4,464)
Cash and cash equivalents at beginning of period 162,893   207,552 
Cash and cash equivalents at end of period$182,304  $203,088 
        

SPS COMMERCE, INC.
NON-GAAP RECONCILIATION
(Unaudited; in thousands, except per share amounts)

Adjusted EBITDA
 Three Months Ended
March 31,
  2023   2022 
Net income$15,289  $12,603 
Income tax expense 2,717   4,330 
Depreciation and amortization of property and equipment 4,626   3,864 
Amortization of intangible assets 3,851   2,470 
Stock-based compensation expense 11,780   9,015 
Realized gain from foreign currency on cash and investments held (137)  (468)
Investment income (1,127)  (48)
Adjusted EBITDA$36,999  $31,766 
        


Adjusted EBITDA Margin
 Three Months Ended
March 31,
  2023   2022 
Revenue$125,868  $105,193 
    
Net income 15,289   12,603 
Margin 12%  12%
    
Adjusted EBITDA 36,999   31,766 
Adjusted EBITDA Margin 29%  30%
        


Non-GAAP Income
 Three Months Ended
March 31,
  2023   2022 
Net income$15,289  $12,603 
Stock-based compensation expense 11,780   9,015 
Amortization of intangible assets 3,851   2,470 
Realized gain from foreign currency on cash and investments held (137)  (468)
Income tax effects of adjustments (5,909)  (3,219)
Non-GAAP income$24,874  $20,401 
Shares used to compute non-GAAP income per share   
Basic 36,427   36,136 
Diluted 37,155   36,989 
Non-GAAP income per share   
Basic$0.68  $0.56 
Diluted$0.67  $0.55 
        

Contact:
Investor Relations
The Blueshirt Group
Irmina Blaszczyk & Lisa Laukkanen
SPSC@blueshirtgroup.com
415-217-4962