What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-07-30 compared with 2025-04-24 · 126 added, 96 removed, 456 unchanged (33% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except shares) March 31,

(in thousands, except shares) June 30,

2025 December 31,

44 unchanged sentences

Retained earnings 378,028 336,099

Accumulated other comprehensive loss ( 7,456 ) ( 9,683 )

Accumulated other comprehensive gain (loss) 695 ( 9,683 )

Total stockholders’ equity 949,780 854,690

2 unchanged sentences

SPS COMMERCE, INC.

Form 10-Q for the Quarterly Period ended March 31, 2025

Form 10-Q for the Quarterly Period ended June 30, 2025

SPS COMMERCE, INC.

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

(in thousands, except per share amounts) (unaudited) 2025 2024 2025 2024

16 unchanged sentences

Unrealized gain on investments, net of tax of $ — , $ 164 , $ — , and $ 335 , respectively

— 491 — 1,004

Reclassification of gain on investments into earnings, net of tax of $ — , $( 238 ), $ — , and $( 454 ), respectively

— ( 715 ) — ( 1,361 )

Total other comprehensive income (expense) 8,151 ( 1,125 ) 10,378 ( 4,575 )

8 unchanged sentences

SPS COMMERCE, INC.

Form 10-Q for the Quarterly Period ended March 31, 2025

Form 10-Q for the Quarterly Period ended June 30, 2025

SPS COMMERCE, INC.

5 unchanged sentences

(in thousands, except shares) (unaudited) Shares Amount Shares Amount

Balances, December 31, 2023 36,820,048 $ 39 2,151,098 $ ( 128,892 ) $ 537,061 $ 259,045 $ 222 $ 667,475

Balances, March 31, 2024 37,049,001 $ 39 2,260,578 $ ( 148,892 ) $ 557,998 $ 277,048 $ ( 3,228 ) $ 682,965

Stock-based compensation — — — — 10,793 — — 10,793

2 unchanged sentences

Repurchases of common stock, net of costs ( 95,395 ) — 95,395 ( 17,483 ) — — — ( 17,483 )

Reissuances of treasury stock 22,874 — ( 22,874 ) 4,188 169 — — 4,357

Net income — — — — — 18,032 — 18,032

2 unchanged sentences

Reclassification of gain on investments into earnings, net of tax — — — — — — ( 715 ) ( 715 )

Balances, June 30, 2024 37,086,627 $ 39 2,333,099 $ ( 162,187 ) $ 574,842 $ 295,080 $ ( 4,353 ) $ 703,421

Balances, March 31, 2025 38,001,227 $ 40 1,831,869 $ ( 102,096 ) $ 672,138 $ 358,295 $ ( 7,456 ) $ 920,921

Stock-based compensation — — — — 14,219 — — 14,219

Shares issued pursuant to stock awards 27,642 — — 1,741 — — 1,741

Employee stock purchase plan activity 43,349 — — — 5,015 — — 5,015

Repurchases of common stock, net of costs ( 144,786 ) — 144,786 ( 20,000 ) — — — ( 20,000 )

Reissuances of treasury stock — — — — — — — —

Net income — — — — — 19,733 — 19,733

Foreign currency translation adjustments — — — — — — 8,151 8,151

Balances, June 30, 2025 37,927,432 $ 40 1,976,655 $ ( 122,096 ) $ 693,113 $ 378,028 $ 695 $ 949,780

SPS COMMERCE, INC.

Form 10-Q for the Quarterly Period ended June 30, 2025

Common Stock Treasury Stock Additional

Capital Retained

Earnings Accumulated Other Comprehensive Gain (Loss) Total

Stockholders'

(in thousands, except shares) (unaudited) Shares Amount Shares Amount

Balances, December 31, 2023 36,820,048 $ 39 2,151,098 $ ( 128,892 ) $ 537,061 $ 259,045 $ 222 $ 667,475

6 unchanged sentences

Foreign currency translation adjustments — — — — — — ( 4,218 ) ( 4,218 )

Balances, March 31, 2025 38,001,227 $ 40 1,831,869 $ ( 102,096 ) $ 672,138 $ 358,295 $ ( 7,456 ) $ 920,921

Unrealized gain on investments, net of tax — — — — — — 1,004 1,004

Reclassification of gain on investments into earnings, net of tax — — — — — — ( 1,361 ) ( 1,361 )

Balances, June 30, 2024 37,086,627 $ 39 2,333,099 $ ( 162,187 ) $ 574,842 $ 295,080 $ ( 4,353 ) $ 703,421

Balances, December 31, 2024 37,661,308 $ 40 1,928,968 $ ( 99,748 ) $ 627,982 $ 336,099 $ ( 9,683 ) $ 854,690

Stock-based compensation — — — — 27,357 — — 27,357

Shares issued pursuant to stock awards 267,832 — — 2,406 — — 2,406

Employee stock purchase plan activity 45,979 — — — 5,426 — — 5,426

Repurchases of common stock, net of costs ( 425,787 ) — 425,787 ( 60,000 ) — — — ( 60,000 )

Reissuances of treasury stock 378,100 — ( 378,100 ) 37,652 29,942 — — 67,594

Net income — — — — — 41,929 — 41,929

Foreign currency translation adjustments — — — — — — 10,378 10,378

Balances, June 30, 2025 37,927,432 $ 40 1,976,655 $ ( 122,096 ) $ 693,113 $ 378,028 $ 695 $ 949,780

See accompanying notes to these condensed consolidated financial statements.

SPS COMMERCE, INC.

Form 10-Q for the Quarterly Period ended March 31, 2025

Form 10-Q for the Quarterly Period ended June 30, 2025

SPS COMMERCE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

Six Months Ended

(in thousands) (unaudited) 2025 2024

8 unchanged sentences

Other, net 274 ( 907 )

Changes in assets and liabilities, net of effects of acquisition

Changes in assets and liabilities, net of effects of acquisitions

Accounts receivable ( 13,713 ) ( 11,407 )

24 unchanged sentences

SPS COMMERCE, INC.

Form 10-Q for the Quarterly Period ended March 31, 2025

Form 10-Q for the Quarterly Period ended June 30, 2025

SPS COMMERCE, INC.

21 unchanged sentences

Significant Accounting Policies

There were no material changes in our significant accounting policies, nor were there differences in the basis of our segmentation, during the three months ended March 31, 2025 .

There were no material changes in our significant accounting policies, nor were there differences in the basis of our segmentation, during the six months ended June 30, 2025 .

See Note A to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC.

9 unchanged sentences

SPS COMMERCE, INC.

Form 10-Q for the Quarterly Period ended March 31, 2025

Form 10-Q for the Quarterly Period ended June 30, 2025

NOTE B – Business Acquisitions

3 unchanged sentences

The acquisition became effective on February 4, 2025 (" Close").

Pursuant to the definitive agreement, the total consideration transferred at Close was $ 209.3 million, net of cash acquired, and subject to customary post-close adjustments.

Pursuant to the definitive agreement, the total consideration transferred was $ 210.2 million, net of cash acquired.

The consideration was comprised of $ 142.5 million paid in cash, net of cash acquired, and 378,100 shares of SPS common stock (valued at $ 67.7 million, determined at acquisition Close based on the price of SPS common stock).

The shares were issued from SPS treasury shares.

The purchase accounting for the acquisition has not been finalized as of March 31, 2025;

provisional amounts are primarily related to intangible assets and tax components, and correspondingly goodwill.

We will finalize the allocation of the purchase price within the one-year measurement period following the acquisition.

The goodwill associated with the acquisition is not deductible for income tax purposes.

Purchase Price Allocation

We accounted for the acquisition as a business combination.

We allocated the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date.

The following table presents the purchase consideration and estimated fair values of acquired assets and liabilities recorded in the Company's condensed consolidated balance sheet as of the acquisition date:

(in thousands)

Cash paid $ 143,855

Equity consideration 67,672

Total consideration $ 211,527

Estimated fair value of assets and liabilities acquired:

Accounts receivable 5,868

Other assets, current 7,782

Intangible assets

Subscriber relationships 58,800

Developed technology 25,200

Other liabilities, current and non-current ( 7,682 )

Deferred income tax liabilities, net ( 10,274 )

Total fair value of assets and liabilities acquired $ 81,961

Goodwill $ 129,566

The following table summarizes the preliminary estimated useful lives for each acquired intangible asset:

Subscriber relationships 8.0 years

Developed technology 9.0 years

Unaudited Pro Forma Financial Information

1 unchanged sentence

These unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined companies would have been, nor are they indicative of future results of operations.

SPS COMMERCE, INC.

Form 10-Q for the Quarterly Period ended March 31, 2025

The pro forma results reflect certain adjustments, such as one-time acquisition-related costs, incremental impact for amortization of acquired intangibles, and the elimination of debt extinguishment and interest costs.

The adjustments do not reflect synergies or costs that would have been expected to result from the integration of the acquisition.

Pro forma consolidated revenue and net income for the three months ended March 31, 2025 and 2024 are as follows:

Pro forma consolidated revenue and net income for the three and six months ended June 30, 2025 and 2024 are as follows:

Three Months Ended

June 30, Six Months Ended

(in thousands) 2025 2024 2025 2024

7 unchanged sentences

The shares were issued from SPS treasury shares.

The purchase accounting for the acquisition was finalized in the three months ending March 31, 2025;

provisional adjustments were primarily related to intangible assets and tax components, and correspondingly goodwill.

The goodwill associated with the acquisition is not deductible for income tax purposes.

Purchase Price Allocation

We accounted for the acquisition as a business combination.

We allocated the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date.

Purchase Price Allocations

We accounted for the acquisitions as a business combination.

We allocated the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition dates.

SPS COMMERCE, INC.

Form 10-Q for the Quarterly Period ended March 31, 2025

(in thousands)

Form 10-Q for the Quarterly Period ended June 30, 2025

(in thousands) Carbon6 (1)

SupplyPike (2)

Cash paid $ 144,855 $ 124,769

2 unchanged sentences

Estimated fair value of assets and liabilities acquired:

Cash $ 2,306 $ 6,118

Accounts receivable 5,868 2,020

Other assets, current and non-current 7,554 1,712

Intangible assets

Subscriber relationships 62,967

Customer relationships 46,704 62,967

Developed technology 29,370 21,090

5 unchanged sentences

The following table summarizes the estimated useful lives for each acquired intangible asset:

Subscriber relationships 9.0 years

Developed technology 8.0 years

SupplyPike (2)

Customer relationships 8.0 years 9.0 years

Developed technology 9.0 years 8.0 years

(1) The purchase accounting for the Carbon6 acquisition has not been finalized as of June 30, 2025;

provisional amounts are primarily related to intangible assets, tax components, and correspondingly goodwill.

We will finalize the allocation of the purchase price within the one-year measurement period following the acquisition.

(2) The purchase accounting for the SupplyPike acquisition is finalized.

NOTE C – Revenue

2 unchanged sentences

Three Months Ended

June 30, Six Months Ended

(in thousands) 2025 2024 2025 2024

7 unchanged sentences

SPS COMMERCE, INC.

Form 10-Q for the Quarterly Period ended March 31, 2025

Form 10-Q for the Quarterly Period ended June 30, 2025

Revenue by Geographic Area

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Domestic revenue 85 % 83 % 85 % 83 %

17 unchanged sentences

The table below presents the activity of the portion of the deferred revenue liability relating to set-up fees.

We expect to recognize $ 12.1 million of the balance as of March 31, 2025 as revenue over the next 12 months with the remaining amount recognized thereafter.

We expect to recognize $ 11.6 million of the balance as of June 30, 2025 as revenue over the next 12 months with the remaining amount recognized thereafter.

Three Months Ended

June 30, Six Months Ended

(in thousands) 2025 2024 2025 2024

8 unchanged sentences

SPS COMMERCE, INC.

Form 10-Q for the Quarterly Period ended March 31, 2025

Form 10-Q for the Quarterly Period ended June 30, 2025

Deferred Revenue

We recognized revenue of $ 42.8 million and $ 36.6 million in the three months ended March 31, 2025 and 2024, respectively, from amounts included in deferred revenue at the beginning of the period.

We recognized revenue of $ 58.4 million and $ 51.6 million in the six months ended June 30, 2025 and 2024, respectively, from amounts included in deferred revenue at the beginning of the period.

NOTE D – Deferred Costs

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

(in thousands) 2025 2024 2025 2024

5 unchanged sentences

Cash equivalents, as measured at fair value on a recurring basis, consisted of the following:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Fair Value Level Amortized Cost Unrealized Gains (Losses), net Fair Value Amortized Cost Unrealized Gains (Losses), net Fair Value

4 unchanged sentences

The allowance for credit losses activity, included in accounts receivable, net, was as follows:

Three Months Ended

Six Months Ended

(in thousands) 2025 2024

4 unchanged sentences

SPS COMMERCE, INC.

Form 10-Q for the Quarterly Period ended March 31, 2025

Form 10-Q for the Quarterly Period ended June 30, 2025

NOTE G – Property and Equipment, Net

Property and equipment, net consisted of the following:

(in thousands) March 31, 2025 December 31, 2024

(in thousands) June 30, 2025 December 31, 2024

Internally developed software $ 84,651 $ 73,617

7 unchanged sentences

was as follows:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

International property and equipment 23 % 18 %

1 unchanged sentence

The activity in goodwill was as follows:

(in thousands) Three Months Ended

March 31, 2025

(in thousands) Six Months Ended

June 30, 2025

Balance, beginning of period $ 399,180

1 unchanged sentence

Foreign currency translation 6,773

Remeasurement from provisional purchase accounting amount 3,921

Remeasurement from provisional purchase accounting amount and other 7,995

Balance, end of period $ 543,514

1 unchanged sentence

Intangible assets, net consisted of the following:

March 31, 2025

June 30, 2025

($ in thousands) Gross

2 unchanged sentences

Translation Net Weighted Average Remaining Amortization Period

Subscriber relationships $ 228,727 $ ( 51,767 ) $ 539 $ 177,499 7.3 years

Customer relationships $ 216,631 $ ( 57,778 ) $ 2,057 $ 160,910 7.0 years

Developed technology 105,599 ( 30,405 ) 1,001 76,195 6.5 years

$ 322,230 $ ( 88,183 ) $ 3,058 $ 237,105 6.9 years

SPS COMMERCE, INC.

Form 10-Q for the Quarterly Period ended March 31, 2025

December 31, 2024

3 unchanged sentences

Translation Net Weighted Average Remaining Amortization Period

Subscriber relationships $ 178,147 $ ( 47,432 ) $ ( 1,715 ) $ 129,000 7.3 years

Customer relationships $ 178,147 $ ( 47,432 ) $ ( 1,715 ) $ 129,000 7.3 years

Developed technology 77,108 ( 24,111 ) ( 703 ) 52,294 5.7 years

$ 255,255 $ ( 71,543 ) $ ( 2,418 ) $ 181,294 6.9 years

SPS COMMERCE, INC.

Form 10-Q for the Quarterly Period ended June 30, 2025

The estimated future annual amortization expense related to intangible assets is as follows:

6 unchanged sentences

Three Months Ended

June 30, Six Months Ended

(in thousands) 2025 2024 2025 2024

3 unchanged sentences

Supplemental cash flow information related to leases was as follows:

Three Months Ended

Six Months Ended

(in thousands) 2025 2024

3 unchanged sentences

Supplemental balance sheet information related to operating leases was as follows:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Weighted-average remaining lease term 1.9 years 2.4 years

Weighted-average discount rate 4.2 % 4.3 %

SPS COMMERCE, INC.

Form 10-Q for the Quarterly Period ended March 31, 2025

At March 31, 2025, our future minimum payments under operating leases were as follows:

At June 30, 2025, our future minimum payments under operating leases were as follows:

(in thousands)

4 unchanged sentences

Total operating lease liabilities $ 10,798

SPS COMMERCE, INC.

Form 10-Q for the Quarterly Period ended June 30, 2025

Purchase Commitments

We have entered into separate noncancelable agreements with vendors for computing infrastructure, software platforms, and other service arrangements through 2030.

At March 31, 2025, our remaining purchase commitments and estimated purchase timing were as follows:

At June 30, 2025, our remaining purchase commitments and estimated purchase timing were as follows:

(in thousands)

5 unchanged sentences

Our board of directors has authorized multiple non-concurrent programs to repurchase our common stock.

Details of the programs and activity thereunder through March 31, 2025 were as follows:

Details of the programs and activity thereunder through June 30, 2025 were as follows:

(in thousands) Effective Date Expiration Date Share Value Authorized for Repurchase Share Value Repurchased Unused & Expired Share Repurchase Value Share Value Available for Future Repurchase

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

(in thousands, except shares and per share amounts) 2025 2024 2025 2024

3 unchanged sentences

Treasury Stock Reissuance

In connection with the acquisition of Carbon6 in the three months ended March 31, 2025 , the Company re-issued treasury shares as part of the purchase consideration (see Note B – Business Combinations for further information).

SPS COMMERCE, INC.

Form 10-Q for the Quarterly Period ended March 31, 2025

In connection with the acquisition of Carbon6 in the six months ended June 30, 2025 , the Company re-issued treasury shares as part of the purchase consideration (see Note B – Business Combinations for further information).

NOTE K – Stock-Based Compensation

1 unchanged sentence

We also provide an employee stock purchase plan (“ESPP”) and 401(k) match to eligible participants.

At March 31, 2025, there were 11.9 million shares available for grant under approved equity compensation plans.

At June 30, 2025, there were 11.9 million shares available for grant under approved equity compensation plans.

SPS COMMERCE, INC.

Form 10-Q for the Quarterly Period ended June 30, 2025

Stock-based compensation expense was allocated in the condensed consolidated statements of comprehensive income as follows:

Three Months Ended

June 30, Six Months Ended

(in thousands) 2025 2024 2025 2024

7 unchanged sentences

Three Months Ended

June 30, Six Months Ended

(in thousands) 2025 2024 2025 2024

2 unchanged sentences

RSUs & DSUs 9,837 6,952 18,470 22,443

RSAs — 89 113 215

ESPP 783 802 1,619 1,523

401(k) stock match 779 700 1,508 1,438

$ 14,998 $ 11,494 $ 28,865 $ 31,512

As of March 31, 2025, there was $ 102.3 million of unrecognized stock-based compensation expense under our equity compensation plans, which is expected to be recognized on a primarily straight-line basis over a weighted average period of 2.6 years.

SPS COMMERCE, INC.

Form 10-Q for the Quarterly Period ended March 31, 2025

As of June 30, 2025, there was $ 91.1 million of unrecognized stock-based compensation expense under our equity compensation plans, which is expected to be recognized on a primarily straight-line basis over a weighted average period of 2.5 years.

Stock Options

Our stock option activity was as follows:

Three Months Ended

March 31, 2025

Six Months Ended

June 30, 2025

Options (#) Weighted Average

5 unchanged sentences

Outstanding, end of period 298,387 $ 115.70

Of the total outstanding options at March 31, 2025, 0.2 million were exercisable.

Of the total outstanding options at June 30, 2025, 0.2 million were exercisable.

The outstanding and exercisable options had a weighted average exercise price of $ 98.32 per share and a weighted average remaining contractual life of 2.7 years.

The weighted average grant date fair value of options granted during the three months ended March 31, 2025 was $ 50.56 per share.

SPS COMMERCE, INC.

Form 10-Q for the Quarterly Period ended June 30, 2025

The weighted average grant date fair value of options granted during the six months ended June 30, 2025 was $ 50.38 per share.

This was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:

9 unchanged sentences

Activity for our PSUs, RSUs, RSAs, and DSUs in aggregate was as follows:

Three Months Ended

March 31, 2025

Six Months Ended

June 30, 2025

# Weighted Average Grant

5 unchanged sentences

Outstanding, end of period 811,976 $ 177.80

The number of PSUs, RSUs, RSAs, and DSUs outstanding at March 31, 2025 included less than 0.1 million units that have vested, but the shares of common stock have not yet been issued, pursuant to the terms of the underlying agreements.

SPS COMMERCE, INC.

Form 10-Q for the Quarterly Period ended March 31, 2025

The number of PSUs, RSUs, RSAs, and DSUs outstanding at June 30, 2025 included less than 0.1 million units that have vested, but the shares of common stock have not yet been issued, pursuant to the terms of the underlying agreements.

Employee Stock Purchase Plan

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

(in thousands, except shares) 2025 2024 2025 2024

1 unchanged sentence

Shares purchased 43,349 30,185 45,979 32,583

A total of 1.6 million shares of common stock are reserved for issuance under the ESPP at March 31, 2025.

A total of 1.6 million shares of common stock are reserved for issuance under the ESPP at June 30, 2025.

The fair value was estimated based on the market price of our common stock at the beginning of the offering period using the following assumptions:

3 unchanged sentences

Risk-free interest rate 4.3 %

SPS COMMERCE, INC.

Form 10-Q for the Quarterly Period ended June 30, 2025

NOTE L – Income Taxes

3 unchanged sentences

Additionally, excess tax benefits generated upon settlement or exercise of stock awards are recognized as a reduction to income tax expense as a discrete tax item in the quarter that the event occurs, creating potentially significant fluctuation in tax expense by quarter and by year.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was signed into law in the U.S., making permanent most of the expiring key provisions of the 2017 Tax Cuts and Jobs Act, including, but not limited to, U.S.

corporate international tax provisions, federal bonus depreciation and deductions for domestic research and development expenditures.

We are currently evaluating the impact of OBBBA on our financial condition and results of operations.

NOTE M – Other Income and Expense

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

(in thousands) 2025 2024 2025 2024

1 unchanged sentence

Realized gain from investments held and foreign currency impact on cash and investments 107 1,255 473 1,559

Other expense, net ( 8 ) ( 51 )

Other income (expense), net ( 22 ) 7 ( 30 ) ( 44 )

Total other income, net $ 773 $ 4,056 $ 2,980 $ 7,188

SPS COMMERCE, INC.

Form 10-Q for the Quarterly Period ended March 31, 2025

NOTE N – Net Income Per Share

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

(in thousands, except per share amounts) 2025 2024 2025 2024

7 unchanged sentences

Diluted $ 0.52 $ 0.48 $ 1.10 $ 0.96

SPS COMMERCE, INC.

Form 10-Q for the Quarterly Period ended June 30, 2025

The number of outstanding potential common shares that were excluded from the calculation of diluted net income per share as they were anti-dilutive was as follows:

Three Months Ended

June 30, Six Months Ended

(in thousands) 2025 2024 2025 2024

1 unchanged sentence

SPS COMMERCE, INC.

Form 10-Q for the Quarterly Period ended March 31, 2025

Form 10-Q for the Quarterly Period ended June 30, 2025

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements