spsc-20240208
FALSE0001092699333 South Seventh StreetSuite 1000MinneapolisMinnesotaNasdaq Global Market00010926992024-02-082024-02-08


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
February 8, 2024
Date of report (Date of earliest event reported)
SPS COMMERCE, INC. 
(Exact Name of Registrant as Specified in its Charter)
Delaware001-3470241-2015127
(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 February 8, 2024, we issued a press release disclosing our results of operations and financial condition for our fourth quarter and year ended December 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
104Cover 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.


Dated: February 8, 2024
By:/s/ KIMBERLY NELSON
Kimberly Nelson
Executive Vice President and Chief Financial Officer






Document
https://cdn.kscope.io/34679564a7f9d3cd3d230c334c970523-datasheetsimagea.jpg
EXHIBIT 99

Contact:
Investor Relations
The Blueshirt Group
Irmina Blaszczyk & Lisa Laukkanen
SPSC@blueshirtgroup.com
415-217-4962
SPS Commerce Reports Fourth Quarter and Fiscal Year 2023 Financial Results
Company delivers 92nd consecutive quarter of topline growth
Fourth quarter 2023 revenue and recurring revenue grew 19% from the fourth quarter of 2022

MINNEAPOLIS, February 8, 2024 (GLOBE NEWSWIRE) -- SPS Commerce, Inc. (Nasdaq: SPSC), a leader in retail cloud services, today announced financial results for the fourth quarter and year ended December 31, 2023.
Financial Highlights
Fourth Quarter 2023 Financial Highlights
Revenue was $145.0 million in the fourth quarter of 2023, compared to $122.0 million in the fourth quarter of 2022, reflecting 19% growth.
Recurring revenue grew 19% from the fourth quarter of 2022.
Net income was $19.0 million or $0.51 per diluted share, compared to net income of $15.9 million or $0.43 per diluted share in the fourth quarter of 2022.
Non-GAAP income per diluted share was $0.75, compared to non-GAAP income per diluted share of $0.63 in the fourth quarter of 2022.
Adjusted EBITDA for the fourth quarter of 2023 increased 20% to $42.0 million compared to the fourth quarter of 2022.

Fiscal Year 2023 Financial Highlights
Revenue was $536.9 million for the year ended December 31, 2023, compared to $450.9 million for the year ended December 31, 2022, reflecting 19% growth.
Recurring revenue grew 20% from the year ended December 31, 2022.
Net income was $65.8 million or $1.76 per diluted share for the year ended December 31, 2023, compared to net income of $55.1 million or $1.49 per diluted share, for the comparable period in 2022, reflecting 19% growth in year-over-year net income.
Non-GAAP income per diluted share was $2.85, compared to non-GAAP income per diluted share of $2.35 in the year ended December 31, 2022.
Adjusted EBITDA for the year ended December 31, 2023 increased 19% to $157.6 million compared to the year ended December 31, 2022.

“In 2023, SPS Commerce demonstrated ongoing success in expanding our network as we continued to play a key role in retailers’ and suppliers’ transformation to omnichannel retail, improving supply chain efficiencies, and enabling our customers’ international expansion,” said Chad Collins, CEO of SPS Commerce. “I am excited about our long-term growth opportunities ahead as we execute our strategy to be the world’s retail network.”

“SPS Commerce achieved strong fourth quarter and full year 2023 results, despite ongoing macro dynamics. We delivered profitable growth while we closed two acquisitions and continued to invest for the future to strengthen our competitive position across a large, addressable market,” said Kim Nelson, CFO of SPS Commerce.








Guidance
First Quarter 2024 Guidance
Revenue is expected to be in the range of $145.9 million to $146.7 million.
Net income per diluted share is expected to be in the range of $0.26 to $0.27, with fully diluted weighted average shares outstanding of 37.7 million shares.
Non-GAAP income per diluted share is expected to be in the range of $0.72 to $0.73.
Adjusted EBITDA is expected to be in the range of $42.1 million to $42.7 million.
Non-cash, share-based compensation expense is expected to be $20.1 million, depreciation expense is expected to be $4.7 million, and amortization expense is expected to be $4.7 million.

Fiscal Year 2024 Guidance
Revenue is expected to be in the range of $616.5 million to $619.0 million, representing 15% growth over 2022.
Net income per diluted share is expected to be in the range of $1.75 to $1.78, with fully diluted weighted average shares outstanding of 38.0 million shares.
Non-GAAP income per diluted share is expected to be in the range of $3.11 to $3.13.
Adjusted EBITDA is expected to be in the range of $183.0 to $185.0 million, representing 16% to 17% growth over 2022.
Non-cash, share-based compensation expense is expected to be $55.7 million, depreciation expense is expected to be $19.4 million, and amortization expense is expected to be $18.8 million.

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 Q4 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 120,000 companies in retail, distribution, grocery and e-commerce have chosen SPS as their retail network. SPS has achieved 92 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 and INFINITE RETAIL POWER are marks of SPS Commerce, Inc. and registered in the U.S. Patent and Trademark Office, along with other SPS marks. Such marks may also 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. In the twelve months ended December 31, 2023, other adjustments included the expense impacts from acquisition-related employee severance costs and disposals of certain capitalized internally developed software. Net income is the comparable GAAP measure of financial performance.
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. In the twelve months ended December 31, 2023, other adjustments included the expense impacts from acquisition-related employee severance costs and disposals of certain capitalized internally developed software. Net income per share, the comparable GAAP measure of financial performance, consists of 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 first quarter and full year of 2024, 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. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited; in thousands, except shares)

December 31,
20232022
ASSETS
Current assets
Cash and cash equivalents$219,081 $162,893 
Short-term investments56,359 51,412 
Accounts receivable50,160 42,501 
Allowance for credit losses(3,320)(3,066)
Accounts receivable, net46,840 39,435 
Deferred costs62,403 52,755 
Other assets16,758 16,319 
Total current assets401,441 322,814 
Property and equipment, net36,043 35,458 
Operating lease right-of-use assets7,862 9,170 
Goodwill249,176 197,284 
Intangible assets, net107,344 88,352 
Other assets 
Deferred costs, non-current20,347 17,424 
Deferred income tax assets505 227 
Other assets, non-current1,126 2,185 
Total assets$823,844 $672,914 
LIABILITIES AND STOCKHOLDERS’ EQUITY 
Current liabilities 
Accounts payable$7,420 $11,256 
Accrued compensation41,588 30,235 
Accrued expenses8,014 7,451 
Deferred revenue69,187 57,423 
Operating lease liabilities4,460 4,277 
Total current liabilities130,669 110,642 
Other liabilities 
Deferred revenue, non-current6,930 4,771 
Operating lease liabilities, non-current9,569 13,009 
Deferred income tax liabilities8,972 7,419 
Other liabilities, non-current229 — 
Total liabilities156,369 135,841 
Commitments and contingencies
Stockholders' equity 
Common stock39 38 
Treasury Stock(128,892)(128,892)
Additional paid-in capital537,061 476,117 
Retained earnings259,045 193,221 
Accumulated other comprehensive gain (loss)222 (3,411)
Total stockholders’ equity667,475 537,073 
Total liabilities and stockholders’ equity$823,844 $672,914 

Results presented are unaudited and thus, are subject to adjustment. Audited results will be included within the 10-K filing.





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

Three Months Ended
December 31,
Year Ended
December 31,
2023202220232022
Revenues$144,965 $122,018 $536,910 $450,875 
Cost of revenues49,040 41,541 182,069 153,065 
Gross profit95,925 80,477 354,841 297,810 
Operating expenses
Sales and marketing33,214 27,201 122,936 101,772 
Research and development14,216 12,480 53,654 45,748 
General and administrative20,612 17,950 84,887 67,340 
Amortization of intangible assets4,998 3,832 16,116 11,768 
Total operating expenses73,040 61,463 277,593 226,628 
Income from operations22,885 19,014 77,248 71,182 
Other income, net3,456 1,752 8,315 142 
Income before income taxes26,341 20,766 85,563 71,324 
Income tax expense7,330 4,851 19,739 16,190 
Net income$19,011 $15,915 $65,824 $55,134 
Net income per share
Basic$0.52 $0.44 $1.80 $1.53 
Diluted$0.51 $0.43 $1.76 $1.49 
Weighted average common shares used to compute net income per share
Basic36,831 36,093 36,646 36,117 
Diluted37,640 36,915 37,475 36,953 

Results presented are unaudited and thus, are subject to adjustment. Audited results will be included within the 10-K filing.






















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

Year Ended
December 31,
20232022
Cash flows from operating activities
Net income$65,824 $55,134 
Reconciliation of net income to net cash provided by operating activities
Deferred income taxes(10,079)(3,732)
Depreciation and amortization of property and equipment18,631 16,421 
Amortization of intangible assets16,116 11,768 
Provision for credit losses5,707 3,359 
Stock-based compensation45,508 33,399 
Other, net2,415 220 
Changes in assets and liabilities, net of effects of acquisitions
Accounts receivable(11,949)(6,435)
Deferred costs(10,724)(10,646)
Other assets and liabilities1,834 2,632 
Accounts payable(3,947)144 
Accrued compensation7,143 (3,786)
Accrued expenses1,302 (2,829)
Deferred revenue6,464 5,965 
Operating leases(1,947)(1,562)
Net cash provided by operating activities132,298 100,052 
Cash flows from investing activities
Purchases of property and equipment(19,761)(19,880)
Purchases of investments(133,994)(160,427)
Maturities of investments131,331 158,937 
Acquisition of business, net(70,218)(91,420)
Net cash used in investing activities(92,642)(112,790)
Cash flows from financing activities
Repurchases of common stock— (43,215)
Net proceeds from exercise of options to purchase common stock9,856 4,908 
Net proceeds from employee stock purchase plan activity8,114 6,676 
Payments for contingent consideration(2,000)— 
Net cash provided by (used in) financing activities15,970 (31,631)
Effect of foreign currency exchange rate changes562 (290)
Net increase (decrease) in cash and cash equivalents56,188 (44,659)
Cash and cash equivalents at beginning of period162,893 207,552 
Cash and cash equivalents at end of period$219,081 $162,893 

Results presented are unaudited and thus, are subject to adjustment. Audited results will be included within the 10-K filing.



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

Adjusted EBITDA
Three Months Ended
December 31,
Year Ended
December 31,
2023202220232022
Net income$19,011 $15,915 $65,824 $55,134 
Income tax expense7,330 4,851 19,739 16,190 
Depreciation and amortization of property and equipment4,667 4,438 18,631 16,421 
Amortization of intangible assets4,998 3,832 16,116 11,768 
Stock-based compensation expense9,411 7,763 45,508 33,399 
Realized gain from foreign currency on cash and investments held(1,201)(984)(1,726)1,026 
Investment income(2,288)(864)(7,660)(1,670)
Other28 — 1,198 — 
Adjusted EBITDA$41,956 $34,951 $157,630 $132,268 

Adjusted EBITDA Margin
Three Months Ended
December 31,
Year Ended
December 31,
2023202220232022
Revenue$144,965$122,018$536,910$450,875
Net income19,01115,91565,82455,134
Margin13 %13 %12 %12 %
Adjusted EBITDA41,95634,951157,630132,268
Adjusted EBITDA Margin29 %29 %29 %29 %

Non-GAAP Income per Share
Three Months Ended
December 31,
Year Ended
December 31,
2023202220232022
Net income$19,011 $15,915 $65,824 $55,134 
Stock-based compensation expense9,411 7,763 45,508 33,399 
Amortization of intangible assets4,998 3,832 16,116 11,768 
Realized gain from foreign currency on cash and investments held(1,201)(984)(1,726)1,026 
Other28 — 1,198 — 
Income tax effects of adjustments(3,906)(3,063)(19,983)(14,639)
Non-GAAP income$28,341 $23,463 $106,937 $86,688 
Shares used to compute net income and non-GAAP income per share
Basic36,831 36,093 36,646 36,117 
Diluted37,640 36,915 37,475 36,953 
Net income per share, basic$0.52 $0.44 $1.80 $1.53 
Non-GAAP adjustments to net income per share, basic0.25 0.21 1.12 0.87 
Non-GAAP income per share, basic$0.77 $0.65 $2.92 $2.40 
Net income per share, diluted$0.51 $0.43 $1.76 $1.49 
Non-GAAP adjustments to net income per share, diluted0.24 0.20 1.09 0.86 
Non-GAAP income per share, diluted$0.75 $0.63 $2.85 $2.35