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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 10, 2025
Date of report (Date of earliest event reported)
SPS COMMERCE, INC. 

sps logo (1).jpg
(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 class Trading Symbol(s) Name of each exchange on which registered
Common stock, par value $0.001 per share SPSC The 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 On February 10, 2025, we issued a press release disclosing our results of operations and financial condition for our fourth quarter and year ended December 31, 2024.
☐ 



Item 2.02. Results of Operations and Financial Condition.

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
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: February 10, 2025 By: /s/ KIMBERLY NELSON
Kimberly Nelson
Executive Vice President and Chief Financial Officer






EX-99 2 er_q424.htm EX-99 Document

spscommercelogo.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 2024 Financial Results
Company delivers 96th consecutive quarter of topline growth
Fourth quarter 2024 revenue grew 18% and recurring revenue grew 19% from the fourth quarter of 2023

MINNEAPOLIS, February 10, 2025 (GLOBE NEWSWIRE) -- SPS Commerce, Inc. (NASDAQ: SPSC), a leader in retail supply chain cloud services, today announced financial results for the fourth quarter and year ended December 31, 2024.
Financial Highlights
Fourth Quarter 2024 Financial Highlights
•Revenue was $170.9 million in the fourth quarter of 2024, compared to $145.0 million in the fourth quarter of 2023, reflecting 18% growth.
•Recurring revenue grew 19% from the fourth quarter of 2023.
•Net income was $17.6 million or $0.46 per diluted share, compared to net income of $19.0 million or $0.51 per diluted share in the fourth quarter of 2023.
•Non-GAAP income per diluted share was $0.89, compared to non-GAAP income per diluted share of $0.75 in the fourth quarter of 2023.
•Adjusted EBITDA for the fourth quarter of 2024 increased 18% to $49.6 million compared to the fourth quarter of 2023.

Fiscal Year 2024 Financial Highlights
•Revenue was $637.8 million for the year ended December 31, 2024, compared to $536.9 million for the year ended December 31, 2023, reflecting 19% growth.
•Recurring revenue grew 20% from the year ended December 31, 2023.
•Net income was $77.1 million or $2.04 per diluted share for the year ended December 31, 2024, compared to net income of $65.8 million or $1.76 per diluted share for the comparable period in 2023, reflecting 17% growth in year-over-year net income.
•Non-GAAP income per diluted share was $3.48, compared to non-GAAP income per diluted share of $2.85 in the year ended December 31, 2023.
•Adjusted EBITDA for the year ended December 31, 2024 increased 18% to $186.6 million compared to the year ended December 31, 2023.

“We are pleased with what we have accomplished in 2024, and I would like to congratulate SPS Commerce employees for their unwavering commitment to excellence and exceptional understanding of the retail supply chain,” said Chad Collins, CEO of SPS Commerce. “With the depth and breadth of solutions we offer today, we are uniquely positioned to support all trading relationships and continue growing our network to move the world of commerce forward.”

“We believe that SPS’ leading retail network and competitive product portfolio position us well to continue on our profitable growth trajectory,” said Kim Nelson, CFO of SPS Commerce.



Guidance*
First Quarter 2025 Guidance
•Revenue is expected to be in the range of $178.5 million to $180.0 million, representing 19% to 20% year-over-year growth.
•Net income per diluted share is expected to be in the range of $0.39 to $0.41, with fully diluted weighted average shares outstanding of 38.7 million shares.
•Non-GAAP income per diluted share is expected to be in the range of $0.82 to $0.84.
•Adjusted EBITDA is expected to be in the range of $49.5 million to $50.5 million.
•Non-cash, share-based compensation expense is expected to be $15.0 million, depreciation expense is expected to be $5.4 million, and amortization expense is expected to be $9.2 million.

Fiscal Year 2025 Guidance
•Revenue is expected to be in the range of $758.0 million to $763.0 million, representing 19% to 20% growth over 2024.
•Net income per diluted share is expected to be in the range of $1.93 to $1.99, with fully diluted weighted average shares outstanding of 38.9 million shares.
•Non-GAAP income per diluted share is expected to be in the range of $3.78 to $3.84.
•Adjusted EBITDA is expected to be in the range of $227.5 million to $231.0 million, representing 22% to 24% growth over 2024.
•Non-cash, share-based compensation expense is expected to be $63.0 million, depreciation expense is expected to be $23.5 million, and amortization expense is expected to be $39.8 million.

*Inclusive of the expected results of the Carbon6 acquisition

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 2024 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. Over 45,000 recurring revenue customers in retail, grocery, distribution, supply, manufacturing, and logistics are using SPS as their retail network. SPS has achieved 96 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 investments held and foreign currency impact on cash and investments, investment income, and other adjustments as necessary for a fair presentation. Other adjustments for the year ended December 31, 2024 included the expense impacts from disposals of certain capitalized internally developed software and one-time acquisition-related insurance costs. Other adjustments for the year ended December 31, 2023 included the expense impacts from disposals of certain capitalized internally developed software and acquisition-related employee severance costs. 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 investments held and foreign currency impact on cash and investments, other adjustments as necessary for a fair presentation, including for the year ended December 31, 2024 the expense impacts from disposals of certain capitalized internally developed software and one-time acquisition-related insurance costs, and for the year ended December 31, 2023 the expense impacts from disposals of certain capitalized internally developed software and acquisition-related employee severance costs, 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. 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 2025, 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, 2023, 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.
CONSOLIDATED BALANCE SHEETS
(Unaudited; in thousands, except shares)

December 31,
2024
December 31,
2023
ASSETS
Current assets
Cash and cash equivalents $ 241,017  $ 219,081 
Short-term investments —  56,359 
Accounts receivable 56,214  50,160 
Allowance for credit losses (4,179) (3,320)
Accounts receivable, net 52,035  46,840 
Deferred costs 65,342  62,403 
Other assets 23,513  16,758 
Total current assets 381,907  401,441 
Property and equipment, net 37,547  36,043 
Operating lease right-of-use assets 8,192  7,862 
Goodwill 399,180  249,176 
Intangible assets, net 181,294  107,344 
Other assets
Deferred costs, non-current 20,572  20,347 
Deferred income tax assets 505  505 
Other assets, non-current 2,033  1,126 
Total assets $ 1,031,230  $ 823,844 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable $ 8,577  $ 7,420 
Accrued compensation 47,160  41,588 
Accrued expenses 12,108  8,014 
Deferred revenue 74,256  69,187 
Operating lease liabilities 4,583  4,460 
Total current liabilities 146,684  130,669 
Other liabilities
Deferred revenue, non-current 6,189  6,930 
Operating lease liabilities, non-current 7,885  9,569 
Deferred income tax liabilities 15,541  8,972 
Other liabilities, non-current 241  229 
Total liabilities 176,540  156,369 
Commitments and contingencies
Stockholders' equity
Common stock 40  39 
Treasury stock (99,748) (128,892)
Additional paid-in capital 627,982  537,061 
Retained earnings 336,099  259,045 
Accumulated other comprehensive gain (loss) (9,683) 222 
Total stockholders’ equity 854,690  667,475 
Total liabilities and stockholders’ equity $ 1,031,230  $ 823,844 







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

Three Months Ended
December 31,
Twelve Months Ended
December 31,
2024 2023 2024 2023
Revenues $ 170,907  $ 144,965  $ 637,765  $ 536,910 
Cost of revenues 55,585  49,040  210,714  182,069 
Gross profit 115,322  95,925  427,051  354,841 
Operating expenses
Sales and marketing 39,220  33,214  148,920  122,936 
Research and development 17,142  14,216  62,809  53,654 
General and administrative 26,354  20,612  102,929  84,887 
Amortization of intangible assets 7,862  4,998  23,510  16,116 
Total operating expenses 90,578  73,040  338,168  277,593 
Income from operations 24,744  22,885  88,883  77,248 
Other income (expense), net (373) 3,456  10,593  8,315 
Income before income taxes 24,371  26,341  99,476  85,563 
Income tax expense 6,812  7,330  22,422  19,739 
Net income $ 17,559  $ 19,011  $ 77,054  $ 65,824 
Net income per share
Basic $ 0.47  $ 0.52  $ 2.07  $ 1.80 
Diluted $ 0.46  $ 0.51  $ 2.04  $ 1.76 
Weighted average common shares used to compute net income per share
Basic 37,646  36,831  37,306  36,646 
Diluted 38,133  37,640  37,856  37,475 
























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

Twelve Months Ended
December 31,
2024 2023
Cash flows from operating activities
Net income $ 77,054  $ 65,824 
Reconciliation of net income to net cash provided by operating activities
Deferred income taxes (9,786) (10,079)
Depreciation and amortization of property and equipment 18,721  18,631 
Amortization of intangible assets 23,510  16,116 
Provision for credit losses 7,683  5,707 
Stock-based compensation 54,557  45,508 
Other, net 577  2,415 
Changes in assets and liabilities, net of effects of acquisitions
Accounts receivable (9,653) (11,949)
Deferred costs (3,120) (10,724)
Other assets and liabilities (7,313) 1,834 
Accounts payable 796  (3,947)
Accrued compensation 1,434  7,143 
Accrued expenses 4,115  1,302 
Deferred revenue 728  6,464 
Operating leases (1,905) (1,947)
Net cash provided by operating activities 157,398  132,298 
Cash flows from investing activities
Purchases of property and equipment (20,046) (19,761)
Purchases of investments (85,759) (133,994)
Maturities of investments 143,275  131,331 
Acquisition of businesses, net (147,924) (70,218)
Net cash used in investing activities (110,454) (92,642)
Cash flows from financing activities
Repurchases of common stock (37,567) — 
Net proceeds from exercise of options to purchase common stock 4,714  9,856 
Net proceeds from employee stock purchase plan activity 9,827  8,114 
Payments for contingent consideration —  (2,000)
Net cash provided by (used in) financing activities (23,026) 15,970 
Effect of foreign currency exchange rate changes (1,982) 562 
Net increase in cash and cash equivalents 21,936  56,188 
Cash and cash equivalents at beginning of period 219,081  162,893 
Cash and cash equivalents at end of period $ 241,017  $ 219,081 





SPS COMMERCE, INC.
NON-GAAP RECONCILIATIONS
(Unaudited; in thousands, except Margin, Adjusted EBITDA Margin, and per share amounts)

Adjusted EBITDA
Three Months Ended
December 31,
Twelve Months Ended
December 31,
2024 2023 2024 2023
Net income $ 17,559  $ 19,011  $ 77,054  $ 65,824 
Income tax expense 6,812  7,330  22,422  19,739 
Depreciation and amortization of property and equipment 4,711  4,667  18,721  18,631 
Amortization of intangible assets 7,862  4,998  23,510  16,116 
Stock-based compensation expense 12,293  9,411  54,557  45,508 
Realized (gain) loss from investments held and foreign currency impact on cash and investments 2,521  (1,201) (115) (1,726)
Investment income (2,205) (2,287) (10,582) (7,660)
Other 86  28  1,064  1,198 
Adjusted EBITDA $ 49,639  $ 41,957  $ 186,631  $ 157,630 

Adjusted EBITDA Margin
Three Months Ended
December 31,
Twelve Months Ended
December 31,
2024 2023 2024 2023
Revenue $ 170,907 $ 144,965 $ 637,765 $ 536,910
Net income 17,559 19,011 77,054 65,824
Margin 10  % 13  % 12  % 12  %
Adjusted EBITDA 49,639 41,957 186,631 157,630
Adjusted EBITDA Margin 29  % 29  % 29  % 29  %

Non-GAAP Income per Share
Three Months Ended
December 31,
Twelve Months Ended
December 31,
2024 2023 2024 2023
Net income $ 17,559  $ 19,011  $ 77,054  $ 65,824 
Stock-based compensation expense 12,293  9,411  54,557  45,508 
Amortization of intangible assets 7,862  4,998  23,510  16,116 
Realized (gain) loss from investments held and foreign currency impact on cash and investments 2,521  (1,201) (115) (1,726)
Other 86  28  1,064  1,198 
Income tax effects of adjustments (6,371) (3,906) (24,505) (19,983)
Non-GAAP income $ 33,950  $ 28,341  $ 131,565  $ 106,937 
Shares used to compute net income and non-GAAP income per share
Basic 37,646  36,831  37,306  36,646 
Diluted 38,133  37,640  37,856  37,475 
Net income per share, basic $ 0.47  $ 0.52  $ 2.07  $ 1.80 
Non-GAAP adjustments to net income per share, basic 0.43  0.25  1.46  1.12 
Non-GAAP income per share, basic $ 0.90  $ 0.77  $ 3.53  $ 2.92 
Net income per share, diluted $ 0.46  $ 0.51  $ 2.04  $ 1.76 
Non-GAAP adjustments to net income per share, diluted 0.43  0.24  1.44  1.09 
Non-GAAP income per share, diluted $ 0.89  $ 0.75  $ 3.48  $ 2.85 

The annual per share amounts may not cross-sum due to rounding.