SPS COMMERCE INC 10-Q

spsc-10q_20220331.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number 001-34702 SPS COMMERCE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 41-2015127 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 333 South Seventh Street , Suite 1000 , Minneapolis , MN 55402 (Address of principal executive offices, including Zip Code) ( 612 ) 435-9400 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of 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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ 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. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ The number of shares of the registrant’s common stock, par value $0.001 per share, outstanding at April 21, 2022 was 36,095,129 shares. Table of Contents SPS COMMERCE, INC. QUARTERLY REPORT ON FORM 10-Q TABLE OF CONTENTS Page PART I. FINANCIAL INFORMATION Item 1. Financial Statements (unaudited) 3 Condensed Consolidated Balance Sheets 3 Condensed Consolidated Statements of Comprehensive Income 4 Condensed Consolidated Statements of Stockholders’ Equity 5 Condensed Consolidated Statements of Cash Flows 6 Notes to Condensed Consolidated Financial Statements 7 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 17 Item 3. Quantitative and Qualitative Disclosures About Market Risk 23 Item 4. Controls and Procedures 23 PART II. OTHER INFORMATION Item 1. Legal Proceedings 24 Item 1A. Risk Factors 24 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 24 Item 3. Defaults Upon Senior Securities 24 Item 4. Mine Safety Disclosures 24 Item 5. Other Information 24 Item 6. Exhibits 25 SIGNATURES 26 Unless the context otherwise requires, for purposes of the Quarterly Report on Form 10-Q, the words “we,” “us,” “our,” the “Company,” “SPS,” and “SPS Commerce” refer to SPS Commerce, Inc. SPS COMMERCE, INC. 2 Form 10-Q for the Quarterly Period ended March 31, 2022 Table of Contents PART I. – FINANCIAL INFORMATION Item 1. Financ ial Statements SPS COMMERCE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS March 31, December 31, (in thousands, except shares) 2022 2021 ASSETS (unaudited) Current assets Cash and cash equivalents $ 203,088 $ 207,552 Short-term investments 39,968 49,758 Accounts receivable 43,065 38,811 Allowance for credit losses ( 4,287 ) ( 4,249 ) Accounts receivable, net 38,778 34,562 Deferred costs 46,710 44,529 Other assets 22,923 16,042 Total current assets 351,467 352,443 Property and equipment, net 32,261 31,901 Operating lease right-of-use assets 10,248 10,851 Goodwill 144,162 143,663 Intangible assets, net 56,158 58,587 Other assets Deferred costs, non-current 15,900 15,191 Deferred income tax assets 199 182 Other assets, non-current 2,913 3,028 Total assets $ 613,308 $ 615,846 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable $ 4,731 $ 8,330 Accrued compensation 21,930 31,661 Accrued expenses 6,632 8,345 Deferred revenue 56,798 50,428 Operating lease liabilities 4,337 4,108 Total current liabilities 94,428 102,872 Other liabilities Deferred revenue, non-current 5,123 5,144 Operating lease liabilities, non-current 15,338 16,426 Deferred income tax liabilities 6,898 7,145 Total liabilities 121,787 131,587 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; 110,000,000 shares authorized; 38,031,415 and 37,798,610 shares issued; and 36,120,518 and 36,009,257 shares outstanding, respectively 38 38 Treasury Stock, at cost; 1,910,897 and 1,789,353 shares, respectively ( 100,903 ) ( 85,677 ) Additional paid-in capital 442,405 433,258 Retained earnings 150,690 138,087 Accumulated other comprehensive loss ( 709 ) ( 1,447 ) Total stockholders’ equity 491,521 484,259 Total liabilities and stockholders’ equity $ 613,308 $ 615,846 See accompanying notes to these condensed consolidated financial statements. SPS COMMERCE, INC. 3 Form 10-Q for the Quarterly Period ended March 31, 2022 Table of Contents SPS COMMERCE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Three Months Ended March 31, (in thousands, except per share amounts) (unaudited) 2022 2021 Revenues $ 105,193 $ 90,094 Cost of revenues 35,389 29,970 Gross profit 69,804 60,124 Operating expenses Sales and marketing 24,655 21,355 Research and development 10,701 8,706 General and administrative 15,468 14,737 Amortization of intangible assets 2,470 2,664 Total operating expenses 53,294 47,462 Income from operations 16,510 12,662 Other income (expense), net 423 ( 325 ) Income before income taxes 16,933 12,337 Income tax expense 4,330 2,137 Net income $ 12,603 $ 10,200 Other comprehensive income Foreign currency translation adjustments 730 192 Unrealized loss on investments, net of tax of ($ 1 ) and ($ 15 ) ( 3 ) ( 45 ) Reclassification of loss on investments into earnings, net of tax of $ 4 and $ 19 11 57 Total other comprehensive income 738 204 Comprehensive income $ 13,341 $ 10,404 Net income per share Basic $ 0.35 $ 0.29 Diluted $ 0.34 $ 0.28 Weighted average common shares used to compute net income per share Basic 36,136 35,751 Diluted 36,989 36,722 See accompanying notes to these condensed consolidated financial statements. SPS COMMERCE, INC. 4 Form 10-Q for the Quarterly Period ended March 31, 2022 Table of Contents SPS COMMERCE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY Accumulated Additional Other Total Common Stock Treasury Stock Paid-in Retained Comprehensive Stockholders' (in thousands, except shares) (unaudited) Shares Amount Shares Amount Capital Earnings Loss Equity Balances, December 31, 2020 35,487,217 $ 37 1,613,250 $ ( 65,247 ) $ 393,462 $ 93,490 $ ( 1,021 ) $ 420,721 Stock-based compensation — — — — 6,491 — — 6,491 Shares issued pursuant to stock awards 372,746 — — — 2,802 — — 2,802 Employee stock purchase plan activity 1,621 — — — 105 — — 105 Net income — — — — — 10,200 — 10,200 Foreign currency translation adjustments — — — — — — 192 192 Unrealized loss on investments, net of tax — — — — — — ( 45 ) ( 45 ) Reclassification of loss on investments into earnings, net of tax — — — — — — 57 57 Balances, March 31, 2021 35,861,584 $ 37 1,613,250 $ ( 65,247 ) $ 402,860 $ 103,690 $ ( 817 ) $ 440,523 Balances, December 31, 2021 36,009,257 $ 38 1,789,353 $ ( 85,677 ) $ 433,258 $ 138,087 $ ( 1,447 ) $ 484,259 Stock-based compensation — — — — 8,496 — — 8,496 Shares issued pursuant to stock awards 231,107 — — — 504 — — 504 Employee stock purchase plan activity 1,698 — — — 147 — — 147 Repurchases of common stock ( 121,544 ) — 121,544 ( 15,226 ) — — — ( 15,226 ) Net income — — — — — 12,603 — 12,603 Foreign currency translation adjustments — — — — — — 730 730 Unrealized loss on investments, net of tax — — — — — — ( 3 ) ( 3 ) Reclassification of loss on investments into earnings, net of tax — — — — — — 11 11 Balances, March 31, 2022 36,120,518 $ 38 1,910,897 $ ( 100,903 ) $ 442,405 $ 150,690 $ ( 709 ) $ 491,521 See accompanying notes to these condensed consolidated financial statements. SPS COMMERCE, INC. 5 Form 10-Q for the Quarterly Period ended March 31, 2022 Table of Contents SPS COMMERCE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Three Months Ended March 31, (in thousands) (unaudited) 2022 2021 Cash flows from operating activities Net income $ 12,603 $ 10,200 Reconciliation of net income to net cash provided by operating activities Deferred income taxes ( 269 ) 163 Depreciation and amortization of property and equipment 3,864 3,765 Amortization of intangible assets 2,470 2,664 Provision for credit losses 1,144 1,205 Stock-based compensation 9,015 6,925 Other, net ( 7 ) 76 Changes in assets and liabilities Accounts receivable ( 5,563 ) ( 2,828 ) Deferred costs ( 2,797 ) ( 986 ) Other current and non-current assets ( 6,736 ) ( 2,257 ) Accounts payable ( 3,229 ) ( 828 ) Accrued compensation ( 10,495 ) ( 2,988 ) Accrued expenses ( 1,746 ) ( 1,052 ) Deferred revenue 6,349 7,565 Operating leases ( 256 ) ( 19 ) Net cash provided by operating activities 4,347 21,605 Cash flows from investing activities Purchases of property and equipment ( 4,355 ) ( 3,263 ) Purchases of investments ( 54,977 ) ( 14,039 ) Maturities of investments 65,000 12,500 Net cash provided by (used in) investing activities 5,668 ( 4,802 ) Cash flows from financing activities Repurchases of common stock ( 15,226 ) — Net proceeds from exercise of options to purchase common stock 504 2,802 Net proceeds from employee stock purchase plan activity 147 105 Payment for contingent consideration — ( 164 ) Net cash provided by (used in) financing activities ( 14,575 ) 2,743 Effect of foreign currency exchange rate changes 96 36 Net increase (decrease) in cash and cash equivalents ( 4,464 ) 19,582 Cash and cash equivalents at beginning of period 207,552 149,692 Cash and cash equivalents at end of period $ 203,088 $ 169,274 See accompanying notes to these condensed consolidated financial statements. SPS COMMERCE, INC. 6 Form 10-Q for the Quarterly Period ended March 31, 2022 Table of Contents SPS COMMERCE, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE A – General Business Description SPS Commerce is a leading provider of cloud-based supply chain management services across our global retail network. Our products make it easier for retailers, suppliers, grocers, distributors, and logistics firms to orchestrate the management of item data, order fulfillment, inventory control, and sales analytics across omnichannel retail channels. SPS Commerce delivers our products using a full-service model whereby our internal experts monitor, update, and boost network performance on our customers’ behalf. The services offered by SPS Commerce eliminate the need for on-premise software and support staff by taking on that capability on the customer’s behalf. The services we provide enable our customers to increase their supply cycle agility, optimize their inventory levels and sell-through, reduce operational costs and gain increased visibility into customer orders, to help ensure that suppliers, grocers, distributors, and logistics firms can satisfy exacting retailer requirements. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of SPS Commerce, Inc. and its subsidiaries. All intercompany accounts and transactions have been eliminated in the condensed consolidated financial statements. This interim financial information has been prepared under the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, these condensed consolidated financial statements do not include all of the information and notes required by GAAP. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the Securities and Exchange Commission (“SEC”). We have included all normal recurring adjustments considered necessary to provide a fair presentation of our financial position, results of operations, stockholders’ equity, and cash flows for the interim periods presented. Operating results for these interim periods are not necessarily indicative of the results to be expected for the full year. Use of Estimates Preparing financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant Accounting Policies There were no material changes in our significant accounting policies during the three months ended March 31, 2022. See Note A to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC, for additional information regarding our significant accounting policies. Accounting Pronouncements Not Yet Adopted Standard Date of Issuance Description Date of Required Adoption Effect on the Financial Statements ASU 2021-08 , Business Combinations (Topic 805) - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers October 2021 This amendment requires that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, effective for all business combinations in the year of adoption and thereafter. January 2023 The adoption of this standard may have a material impact on the purchase accounting for business combinations depending on the specific amount of contract assets and liabilities being acquired. SPS COMMERCE, INC. 7 Form 10-Q for the Quarterly Period ended March 31, 2022 Table of Contents NOTE B – Revenue We derive our revenues from the following revenue streams: Three Months Ended March 31, (in thousands) 2022 2021 Recurring revenues: Fulfillment $ 84,731 $ 71,404 Analytics 11,296 10,144 Other 1,540 1,253 Recurring revenues 97,567 82,801 One-time revenues 7,626 7,293 Total revenue $ 105,193 $ 90,094 Revenues are the amount that reflects the consideration we are contractually and legally entitled to, as well as expect to collect, in exchange for those services. Recurring Revenues Recurring revenues consist of recurring subscriptions from customers that utilize our Fulfillment, Analytics, and Other supply chain management products. Revenue for these products is generally recognized on a ratable basis over the contract term beginning on the date that our service is made available to the customer. Our contracts with our recurring revenue customers are recurring in nature, generally ranging from monthly to annual, and generally allow the customer to cancel the contract for any reason with 30 to 90 days’ notice. Timing of billings varies by customer and by contract type and generally are either in advance or within 30 days of the service being performed. Given that the recurring revenue contracts are for one year or less, we have applied the optional exemption to not disclose information about the remaining performance obligations for recurring revenue contracts. One-time Revenues One-time revenues consist of set-up fees and miscellaneous fees from customers. Set-up revenues Set-up fees are specific for each connection a customer has with a trading partner. These nonrefundable fees are necessary for our customers to utilize our services and do not provide any standalone value. Many of our customers have connections with numerous trading partners. Set-up fees constitute a material renewal option right that provide customers a significant future incentive that would not be otherwise available to that customer unless they entered into the contract, as the set-up fees will not be incurred again upon contract renewal. As such, set-up fees and related costs are deferred and recognized ratably over two years, which is the estimated period for which a material right is present for our customers. The table below presents the activity of the portion of the deferred revenue liability relating to set-up fees: Three Months Ended March 31, (in thousands) 2022 2021 Balance, beginning of period $ 14,459 $ 11,118 Invoiced set-up fees 4,003 3,867 Recognized set-up fees ( 3,524 ) ( 2,883 ) Balance, end of period $ 14,938 $ 12,102 The entire balance of deferred set-up fees will be recognized within two years . Those that will be recognized within the next year are classified as current, whereas the remainder are classified as non-current. SPS COMMERCE, INC. 8 Form 10-Q for the Quarterly Period ended March 31, 2022 Table of Contents Miscellaneous one-time revenues Miscellaneous one-time fees consist of professional services and testing and certification. The contract period for these one-time fees is for one year or less and recognized at the time service is provided. We have applied the optional exemption to not disclose information about the remaining performance obligations for miscellaneous one-time fee contracts since they have original durations of one year or less. NOTE C – Deferred Costs The deferred costs activity was as follows: Three Months Ended March 31, (in thousands) 2022 2021 Balance, beginning of period $ 59,720 $ 50,595 Incurred deferred costs 17,781 13,427 Amortized deferred costs ( 14,891 ) ( 12,482 ) Balance, end of period $ 62,610 $ 51,540 NOTE D – Financial Instruments Cash equivalents and investments Cash equivalents and investments consisted of the following: March 31, 2022 December 31, 2021 (in thousands) Amortized Cost Unrealized Losses, net Fair Value Amortized Cost Unrealized Gains (Losses), net Fair Value Cash equivalents: Money market funds $ 135,238 $ — $ 135,238 $ 138,205 $ — $ 138,205 Certificates of deposit 7,497 — 7,497 7,268 — 7,268 Marketable securities: Commercial paper 29,976 ( 3 ) 29,973 34,984 7 34,991 U.S. treasury securities 2,500 ( 2 ) 2,498 7,500 ( 1 ) 7,499 $ 175,211 $ ( 5 ) $ 175,206 $ 187,957 $ 6 $ 187,963 Recurring fair value measurements The following table details the fair value hierarchy of our assets and liabilities measured at a fair value on a recurring basis: March 31, 2022 December 31, 2021 (in thousands) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 135,238 $ — $ — $ 135,238 $ 138,205 $ — $ — $ 138,205 Certificates of deposit 7,497 — — 7,497 7,268 — — 7,268 Marketable securities: Commercial paper — 29,973 — 29,973 — 34,991 — 34,991 U.S. treasury securities — 2,498 — 2,498 — 7,499 — 7,499 $ 142,735 $ 32,471 $ — $ 175,206 $ 145,473 $ 42,490 $ — $ 187,963 SPS COMMERCE, INC. 9 Form 10-Q for the Quarterly Period ended March 31, 2022 Table of Contents See Note E to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC, for additional information regarding the three levels of inputs that may be used to measure fair value. NOTE E – Allowance for Credit Losses The allowance for credit losses activity, included in accounts receivable, net, was as follows: Three Months Ended March 31, (in thousands) 2022 2021 Balance, beginning of period $ 4,249 $ 4,233 Provision for credit losses 1,144 1,205 Write-offs, net of recoveries ( 1,106 ) ( 1,437 ) Balance, end of period $ 4,287 $ 4,001 NOTE F – Property and Equipment, Net Property and equipment, net consisted of the following: (in thousands) March 31, 2022 December 31, 2021 Internally developed software $ 48,013 $ 44,981 Computer equipment 30,609 29,329 Leasehold improvements 16,693 16,685 Office equipment and furniture 10,963 10,972 Property and equipment, cost 106,278 101,967 Less: accumulated depreciation and amortization ( 74,017 ) ( 70,066 ) Total property and equipment, net $ 32,261 $ 31,901 NOTE G – Goodwill and Intangible Assets, Net Goodwill The activity in goodwill was as follows: Three Months Ended March 31, (in thousands) 2022 2021 Balance, beginning of period $ 143,663 $ 134,853 Foreign currency translation 499 142 Remeasurement from provisional purchase accounting amount — 268 Balance, end of period $ 144,162 $ 135,263 Intangible Assets Intangible assets, net consisted of the following: March 31, 2022 Weighted Average Gross Foreign Remaining Carrying Accumulated Currency Amortization (in thousands, except weighted average amortization period) Amount Amortization Translation Net Period Subscriber relationships $ 45,162 $ ( 16,569 ) $ 41 $ 28,634 6 years Acquired technology 33,900 ( 6,376 ) — 27,524 7 years $ 79,062 $ ( 22,945 ) $ 41 $ 56,158 7 years SPS COMMERCE, INC. 10 Form 10-Q for the Quarterly Period ended March 31, 2022 Table of Contents December 31, 2021 Weighted Average Gross Foreign Remaining Carrying Accumulated Currency Amortization (in thousands, except weighted average amortization period) Amount Amortization Translation Net Period Subscriber relationships $ 61,270 $ ( 29,866 ) $ ( 1,395 ) $ 30,009 6 years Acquired technology 35,316 ( 6,738 ) — 28,578 7 years $ 96,586 $ ( 36,604 ) $ ( 1,395 ) $ 58,587 7 years The estimated future annual amortization expense related to intangible assets is as follows: (in thousands) Remainder of 2022 $ 7,431 2023 9,831 2024 8,535 2025 8,396 2026 7,392 Thereafter 14,573 Total future amortization $ 56,158 NOTE H – Commitments and Contingencies Leases T he components of lease expense were as follows: Three Months Ended March 31, (in thousands) 2022 2021 Operating lease cost $ 759 $ 540 Variable lease cost 793 768 $ 1,552 $ 1,308 Supplemental cash flow information related to leases was as follows: Three Months Ended March 31, (in thousands) 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 1,095 $ 521 Supplemental balance sheet information related to leases was as follows: March 31, 2022 December 31, 2021 Weighted-average remaining lease term - operating leases 4.6 years 4.8 years Weighted-average discount rate - operating leases 4.0 % 4.0 % SPS COMMERCE, INC. 11 Form 10-Q for the Quarterly Period ended March 31, 2022 Table of Contents At March 31, 2022, our future minimum payments under operating leases were as follows: (in thousands) Remainder of 2022 3,780 2023 4,698 2024 4,265 2025 3,861 2026 3,774 Thereafter 1,270 Total future gross payments 21,648 Less: imputed interest ( 1,973 ) Total operating lease liabilities $ 19,675 Purchase Commitments We have entered into separate noncancelable agreements with computing infrastructure and customer relationship management vendors for services through 2023. At March 31, 2022, the total remaining purchase commitments were $ 8.0 million. NOTE I – Stockholders’ Equity Stock Repurchase Programs Our board of directors has authorized multiple non-concurrent programs to repurchase our common stock. Details of the plans and activity thereunder were as follows: Effective Date Expiration Date Share Value Authorized for Repurchase Share Value Repurchased Unused & Expired Share Repurchase Value Share Value Available for Future Repurchase 2019 Program November 2019 November 2021 $ 50,000,000 $ 29,611,000 $ 20,389,000 N/A 2021 Program November 2021 November 2023 50,000,000 24,995,000 N/A $ 25,005,000 The stock repurchase activity by period was as follows: Three Months Ended March 31, 2022 2021 Shares repurchased cost $ 15,226,000 $ - Number of shares repurchased 121,544 - Average price per repurchased share $ 125.27 $ - SPS COMMERCE, INC. 12 Form 10-Q for the Quarterly Period ended March 31, 2022 Table of Contents NOTE J – Stock-Based Compensation Our equity compensation plans provide for the grant of incentive and nonqualified stock options, as well as other stock-based awards including performance share units (“PSUs”), restricted stock awards (“RSAs”), restricted stock units (“RSUs”), and deferred stock units (“DSUs”), to employees, non-employee directors and other consultants who provide services to us. We also provide an employee stock purchase plan (“ESPP”) and 401(k) match to eligible participants. We recognize stock-based compensation expense based on grant date award fair value. This cost is recognized over the period for which the employee is required to provide service in exchange for the award or the award performance period, except for expenses relating to retirement-eligible employees that have not given their required notice, which is recognized on a pro-rata basis over the notice period prior to retirement. At March 31, 2022, there were 13.2 million shares available for grant under approved equity compensation plans. Stock-based compensation expense was allocated in the condensed consolidated statements of comprehensive income as follows: Three Months Ended March 31, (in thousands) 2022 2021 Cost of revenues $ 2,179 $ 1,503 Operating expenses Sales and marketing 2,032 1,482 Research and development 1,474 911 General and administrative 3,330 3,029 $ 9,015 $ 6,925 Stock-based compensation expense by grant type or plan was as follows: Three Months Ended March 31, (in thousands) 2022 2021 Stock options $ 477 $ 551 PSUs 2,699 2,084 RSUs 4,638 3,423 RSAs & DSUs 108 106 ESPP 574 326 401(k) stock match 519 435 $ 9,015 $ 6,925 As of March 31, 2022, there was $ 50.9 million of unrecognized stock-based compensation expense under our equity compensation plans, which is expected to be recognized on a straight-line basis over a weighted average period of 2.8 years . Stock Options Our stock option activity was as follows: Three Months Ended March 31, 2022 Weighted Average Options (#) Exercise Price ($/share) Outstanding, beginning of period 678,650 $ 44.76 Granted 31,829 130.16 Exercised ( 13,320 ) 37.86 Forfeited ( 2,634 ) 84.06 Outstanding, end of period 694,525 $ 48.66 SPS COMMERCE, INC. 13 Form 10-Q for the Quarterly Period ended March 31, 2022 Table of Contents Of the total outstanding options at March 31, 2022, 0.6 million were exercisable. The outstanding and exercisable options had a weighted average exercise price of $ 40.46 per share and a weighted average remaining contractual life of 3.2 years . The weighted average grant date fair value of options granted during the three months ended March 31, 2022 was $ 41.59 per share. This was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions: Volatility 38 % Dividend yield — Life (in years) 4.0 Risk-free interest rate 1.82 % Performance Share Units, Restricted Stock Units and Awards, and Deferred Stock Units In each of the quarters ended March 31, 2022, 2021, 2020 and 2019 we granted PSU awards with a target performance level. These awards are earned based upon our Company’s total shareholder return as compared to an indexed total shareholder return over the course of a fiscal based three-year performance period, starting in the year of grant. Earned awards vest in the quarter following the conclusion of the performance period. In the three months ended March 31, 2022, PSU awards granted in 2019 vested at the maximum performance level and less than 0.1 million shares of common stock were issued. Activity for our PSUs, RSUs, RSAs, and DSUs in aggregate was as follows: Three Months Ended March 31, 2022 Weighted Average (#) Grant Date Fair Value ($/share) Outstanding, beginning of period 702,160 $ 78.03 Granted 233,255 127.18 Vested and common stock issued ( 218,957 ) 62.29 Forfeited ( 8,239 ) 96.74 Outstanding, end of period 708,219 $ 98.87 The number of PSUs, RSUs, RSAs, and DSUs outstanding at March 31, 2022 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 Our ESPP activity was as follows: Three Months Ended March 31, (in thousands, except share data) 2022 2021 Amounts for shares purchased $ 147 $ 105 Shares purchased 1,698 1,621 A total of 1.8 million shares of common stock are reserved for issuance under the ESPP as of March 31, 2022. 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: Volatility 32.3 % Dividend yield — Life (in years) 0.5 Risk-free interest rate 0.05 % SPS COMMERCE, INC. 14 Form 10-Q for the Quarterly Period ended March 31, 2022 Table of Contents NOTE K – Income Taxes We record our interim provision for income taxes by applying our estimated annual effective tax rate to our year-to-date pretax income and adjust the provision for discrete tax items recorded in the period. Differences between our effective tax rate and statutory tax rates are primarily due to the impact of permanently non-deductible expenses partially offset by the federal research and development credits and tax benefits associated with foreign-derived intangible income. 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. Our provisions for income taxes includes current federal, state, and foreign income tax expense, as well as deferred tax expense. NOTE L – Other Income and Expense Other income (expense), net included the following: Three Months Ended March 31, (in thousands) 2022 2021 Investment income $ 48 $ 97 Realized gain (loss) from foreign currency on cash and investments held 468 ( 289 ) Other expense, net ( 93 ) ( 133 ) Total other income (expense), net $ 423 $ ( 325 ) NOTE M – Net Income Per Share The components and computation of basic and diluted net income per share were as follows: Three Months Ended March 31, (in thousands, except per share amounts) 2022 2021 Numerator Net income $ 12,603 $ 10,200 Denominator Weighted average common shares outstanding, basic 36,136 35,751 Options to purchase common stock 419 568 PSUs, RSUs, RSAs, and DSUs 434 403 Weighted average common shares outstanding, diluted 36,989 36,722 Net income per share Basic $ 0.35 $ 0.29 Diluted $ 0.34 $ 0.28 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 March 31, (in thousands) 2022 2021 Antidilutive shares 151 56 SPS COMMERCE, INC. 15 Form 10-Q for the Quarterly Period ended March 31, 2022 Table of Contents NOTE N – Geographic Information Revenue The percentage of domestic revenue, which we define as the percentage of consolidated revenue that was attributable to customers based within the U.S., was as follows: Three Months Ended March 31, 2022 2021 Domestic revenue 84 % 84 % No single jurisdiction outside of the U.S. had revenues in excess of 10 %. Property and Equipment The percentage of property and equipment, net located in subsidiary and office locations outside of the U.S. was as follows: March 31, 2022 December 31, 2021 International property and equipment 12 % 12 % SPS COMMERCE, INC. 16 Form 10-Q for the Quarterly Period ended March 31, 2022 Table of Contents Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements regarding us, our business prospects and our results of operations are subject to certain risks and uncertainties posed by many factors and events that could cause our actual business, prospects, and results of operations to differ materially from those that may be anticipated by such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. In some cases, you can identify forward-looking statements by the following words: “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would,” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Similarly, statements that describe our future plans, objectives or goals are also forward-looking. Forward-looking statements may also be made from time to time in oral presentations, including telephone conferences and/or webcasts open to the public. Shareholders, potential investors and others are cautioned that all forward-looking statements involve risks and uncertainties that could cause results in future periods to differ materially from those anticipated by some of the statements made in this report, including the risks and uncertainties described under the heading “Risk Factors” appearing in our Annual Report on Form 10-K for the year ended December 31, 2021, as may be updated in our subsequent Quarterly Reports on Form 10-Q from time to time. We expressly disclaim any intent or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the SEC that advise interested parties of the risks and factors that may affect our business. Overview SPS Commerce is a leading provider of cloud-based supply chain management services across our global retail network. Our products make it easier for retailers, suppliers, grocers, distributors, and logistics firms to orchestrate the management of item data, order fulfillment, inventory control and sales analytics across omnichannel retail channels. SPS Commerce delivers our products using a full-service model whereby our internal experts monitor, update, and boost network performance on our customers’ behalf. The services offered by SPS Commerce eliminate the need for on-premise software and support staff by taking on that capability on the customer’s behalf. The services we provide enable our customers to increase their supply cycle agility, optimize their inventory levels and sell-through, reduce operational costs and gain increased visibility into customer orders, to help ensure that suppliers, grocers, distributors, and logistics firms can satisfy exacting retailer requirements. We plan to continue to grow our business by further penetrating the supply chain management market , increasing revenues from our customers as their businesses grow, expanding our distribution channels, expanding our international presence and, from time to time, developing new products and applications. We also intend to selectively pursue acquisitions that will add customers, allow us to expand into new regions, or allow us to offer new functionalities. Key Financial Terms, Metrics and Non-GAAP Measures We have several key financial terms and metrics, as discussed in our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC, under the heading “ Management’s Discussion and Analysis of Financial Condition and Results of Operations. ” To supplement our 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 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 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. These non-GAAP 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 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 “ Management’s Discussion and Analysis of Financial Condition and Results of Operations. ” SPS COMMERCE, INC. 17 Form 10-Q for the Quarterly Period ended March 31, 2022 Table of Contents Critical Accounting Policies and Estimates This discussion of our financial condition and results of operations is based upon our condensed consolidated financial statements, which are prepared in accordance with GAAP and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The preparation of these financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses and related disclosures. On an ongoing basis, we evaluate our estimates and assumptions. We base our estimates of the carrying value of certain assets and liabilities on historical experience and on various other assumptions that we believe to be reasonable. Our actual results may differ from these estimates under different assumptions or conditions. A critical accounting policy or estimate is one that is both material to the presentation of our financial statements and requires us to make difficult, subjective, or complex judgments relating to uncertain matters that could have a material effect on our financial condition and results of operations. Accordingly, we believe that our policies for revenue recognition, internal-use software, and business combinations are the most critical to fully understand and evaluate our financial condition and results of operations. During the three months ended March 31, 2022, there were no changes in our critical accounting policies or estimates. For additional information regarding our critical accounting policies and estimates, s ee the discussion under “Critical Accounting Policies and Estimates” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC. Results of Operations Three Months Ended March 31, 2022 Compared to Three Months Ended March 31, 2021 The following table presents our results of operations for the periods indicated: Three Months Ended March 31, 2022 2021 Change (dollars in thousands) $ % of revenue ( 1) $ % of revenue ( 1) $ % Revenues $ 105,193 100.0 % $ 90,094 100.0 % $ 15,099 16.8 % Cost of revenues 35,389 33.6 29,970 33.3 5,419 18.1 Gross profit 69,804 66.4 60,124 66.7 9,680 16.1 Operating expenses Sales and marketing 24,655 23.4 21,355 23.7 3,300 15.5 Research and development 10,701 10.2 8,706 9.7 1,995 22.9 General and administrative 15,468 14.7 14,737 16.3 731 5.0 Amortization of intangible assets 2,470 2.3 2,664 2.9 (194 ) (7.3 ) Total operating expenses 53,294 50.7 47,462 52.6 5,832 12.3 Income from operations 16,510 15.7 12,662 14.1 3,848 30.4 Other income (expense), net 423 0.4 (325 ) (0.4 ) 748 230.2 Income before income taxes 16,933 16.1 12,337 13.7 4,596 37.3 Income tax expense 4,330 4.1 2,137 2.4 2,193 102.6 Net income $ 12,603 12.0 % $ 10,200 11.3 % $ 2,403 23.6 % (1) Amounts in column may not foot due to rounding. Revenues – Revenues increased for the 85 th consecutive quarter. The increase resulted from two primary factors: the increase in recurring revenue customers, which is driven primarily by continued business growth and by business acquisitions, and the increase in average recurring revenues per recurring revenue customer, which we also refer to as wallet share. • The number of recurring revenue customers increased 12% to 37,900 at March 31, 2022 from 33,850 at March 31, 2021 primarily due to sales and marketing efforts to acquire new customers and due to recent acquisitions. • Wallet share increased 5% to $10,350 for the three months ended March 31, 2022 from $9,900 for the same period in 2021. This was primarily attributable to increased usage of our products by our recurring revenue customers. Recurring revenues increased 18% to $97.6 million for the three months ended March 31, 2022 compared to the three months ended March 31, 2021. Recurring revenues from recurring revenue customers accounted for 93% and 92% of our total revenues for the three months ended March 31, 2022 and 2021, respectively. We anticipate that the number of recurring revenue customers and wallet share will continue to increase as we execute our growth strategy focused on further penetrations of our market. SPS COMMERCE, INC. 18 Form 10-Q for the Quarterly Period ended March 31, 2022 Table of Contents Cost of Revenues - The increase in cost of revenues was primarily due to increased headcount , which resulted in an increase of $ 3.8 million in personnel-related costs and an increase of $0. 7 million in stock - based compensation. Sales and Marketing Expenses - The increase in sales and marketing expense was primarily due to increased headcount, which resulted in an increase of $1.8 million in personnel-related costs, an increase of $0.6 million in stock-based compensation, and an increase of $0.6 million in variable compensation earned by sales personnel and referral partners. Research and Development Expenses - The increase in research and development expense was primarily due to increased headcount, which resulted in an increase of personnel costs of $1.2 million and an increase in stock-based compensation of $0.6 million. General and Administrative Expenses - The increase in general and administrative expense was primarily related to supporting continued business growth, including an increase in headcount which resulted in an increase in personnel-related costs of $0.8 million. Amortization of Intangible Assets - The decrease in amortization of intangible assets was driven by the full amortization of previously acquired intangible assets as partially offset by acquired intangible assets related to recent business combinations. Other Income (Expense), Net - The change was primarily due to favorable foreign currency exchange rate changes. Income Tax Expense - The increase in income tax expense was driven by a decrease in the excess tax deductions due to the current quarter equity award settlements, partially offset by a decrease in nondeductible executive compensation. Excess tax benefits generated upon the settlement or exercise of stock awards are recognized as a reduction to income tax expense and, as a result, we expect that our annual effective income tax rate will fluctuate. Adjusted EBITDA - Adjusted EBITDA, which is a non-GAAP measure of financial performance, 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. For the three months ended March 31, 2021, other adjustments included accelerated tenant improvement benefit, which was incurred as part of executing a lease agreement. This tenant improvement adjustment was partially offset by accelerated depreciation, which is included within Depreciation and amortization of property and equipment and was also incurred as part of executing a lease agreement. The following table provides a reconciliation of net income to Adjusted EBITDA: Three Months Ended March 31, (in thousands) 2022 2021 Net income $ 12,603 $ 10,200 Income tax expense 4,330 2,137 Depreciation and amortization of property and equipment 3,864 3,765 Amortization of intangible assets 2,470 2,664 Stock-based compensation expense 9,015 6,925 Realized (gain) loss from foreign currency on cash and investments held (468 ) 289 Investment income (48 ) (97 ) Other — (426 ) Adjusted EBITDA $ 31,766 $ 25,457 SPS COMMERCE, INC. 19 Form 10-Q for the Quarterly Period ended March 31, 2022 Table of Contents Adjusted EBITDA Margin - Adjusted EBITDA Margin, which is a non-GAAP measure of financial performance, consists of Adjusted EBITDA divided by revenue. Margin, the comparable GAAP measure of financial performance, consists of net income divided by revenue. The following table provides a comparison of Margin to Adjusted EBITDA Margin: Three Months Ended March 31, (in thousands, except Margin and Adjusted EBITDA Margin) 2022 2021 Revenue $ 105,193 $ 90,094 Net income 12,603 10,200 Margin 12 % 11 % Adjusted EBITDA 31,766 25,457 Adjusted EBITDA Margin 30 % 28 % Non-GAAP Income per Share - Non-GAAP income per share, which is a non-GAAP measure of financial performance, consists of net income plus 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. For the three months ended March 31, 2021, other adjustments included accelerated tenant improvement benefit, which was incurred as part of executing a lease agreement. 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. The following table provides a reconciliation of net income to non-GAAP income per share: Three Months Ended March 31, (in thousands, except per share amounts) 2022 2021 Net income $ 12,603 $ 10,200 Stock-based compensation expense 9,015 6,925 Amortization of intangible assets 2,470 2,664 Realized (gain) loss from foreign currency on cash and investments held (468 ) 289 Other — (426 ) Income tax effects of adjustments (3,219 ) (3,975 ) Non-GAAP income $ 20,401 $ 15,677 Shares used to compute non-GAAP income per share Basic 36,136 35,751 Diluted 36,989 36,722 Non-GAAP income per share Basic $ 0.56 $ 0.44 Diluted $ 0.55 $ 0.43 SPS COMMERCE, INC. 20 Form 10-Q for the Quarterly Period ended March 31, 2022 Table of Contents Liquidity and Capital Resources As of March 31, 2022, our principal sources of liquidity were cash and cash equivalents and short-term investments totaling $243.1 million and net accounts receivable of $38.8 million. Our investments are selected in accordance with our investment policy, with a goal of maintaining liquidity and capital preservation. Our cash equivalents and short-term investments are held in highly liquid money market funds, certificates of deposits, commercial paper, and U.S. treasury securities. The summary of activity within the condensed consolidated statements of cash flows was as follows: Three Months Ended March 31, (in thousands) 2022 2021 Net cash provided by operating activities $ 4,347 $ 21,605 Net cash provided by (used in) investing activities 5,668 (4,802 ) Net cash provided by (used in) financing activities (14,575 ) 2,743 Net Cash Flows from Operating Activities The decrease in cash provided by operating activities was primarily driven by changes in the amount and timing of settlement of operating assets and liabilities. Net Cash Flows from Investing Activities The change in net cash flows from investing activities was primarily due to the increased maturities of investments, partially offset by the increased purchases of investments. Net Cash Flows from Financing Activities The change in net cash flows from financing activities was primarily due to the increases in cash used for share repurchases and lower net proceeds from stock option exercises. Contractual and Commercial Commitment Summary Our contractual obligations and commercial commitments as of March 31, 2022 are summarized below: Payments Due by Period Less Than More Than (in thousands) 1 Year 1-3 Years 3-5 Years 5 Years Total Operating lease obligations, including imputed interest $ 5,051 $ 8,702 $ 7,577 $ 318 $ 21,648 Purchase commitments 6,512 1,466 — — 7,978 Total $ 11,563 $ 10,168 $ 7,577 $ 318 $ 29,626 Future Capital Requirements Our future capital requirements may vary significantly from those now planned and will depend on many factors, including: • costs to develop and implement new products and applications, if any; • sales and marketing resources needed to further penetrate our market and gain acceptance of new products and applications that we may develop; • expansion of our operations in the U.S. and internationally; • response of competitors to our products and applications; and • use of capital for acquisitions, if any. Historically, we have experienced increases in our expenditures consistent with the growth in our operations and personnel, and we anticipate that our expenditures will continue to increase as we expand our business. SPS COMMERCE, INC. 21 Form 10-Q for the Quarterly Period ended March 31, 2022 Table of Contents We believe our cash, cash equivalents, investments and our cash flows from operations will be sufficient to meet our working capital and capital expenditure requirements for at least the next twelve months. Off-Balance Sheet Arrangements We do not have any off-balance sheet arrangements, investments in special purpose entities or undisclosed borrowings or debt. Additionally, we are not a party to any derivative contracts or synthetic leases. Foreign Currency Exchange and Inflation Rate Changes For information regarding the effect of foreign currency exchange rate changes, refer to the section entitled “Foreign Currency Exchange Risk,” included in Part I, Item 3, “Quantitative and Qualitative Disclosures About Market Risk” of this Quarterly Report on Form 10-Q. Inflation and changing prices did not have a material effect on our business during the three months ended March 31, 2022 and we do not expect that inflation or changing prices will materially affect our business in the foreseeable future. SPS COMMERCE, INC. 22 Form 10-Q for the Quarterly Period ended March 31, 2022 Table of Contents Item 3. Quantitative and Qualitative Disclosures About Market Risk Interest Rate Sensitivity Risk The principal objectives of our investment activities are to preserve principal, provide liquidity and maximize income consistent with minimizing risk of material loss. We are exposed to market risk related to changes in interest rates. However, based on the nature and current level of our cash, cash equivalents, and investments, we believe there is no material risk of exposure. We do not enter into investments for trading or speculative purposes. We did not have any variable interest rate outstanding debt as of March 31, 2022. Therefore, we do not have any material risk to interest rate fluctuations. Foreign Currency Exchange Risk Due to international operations, we have revenue, expenses, assets, and liabilities that are denominated in currencies other than the U.S. dollar, primarily the Australian and Canadian dollars. Our condensed consolidated balance sheet, results of operations, and cash flows are, therefore, subject to fluctuations due to changes in foreign currency exchange rates and may be adversely affected in the future due to changes in foreign exchange rates. Our sales are primarily denominated in U.S. dollars. Our expenses are generally denominated in the local currencies in which our operations are located. As of March 31, 2022, we maintained approximately 6% of our total cash and cash equivalents and investments in foreign currencies. We believe that a hypothetical 10% change in foreign currency exchange rates or an inability to access foreign funds would not materially affect our ability to meet our operational needs, result in a material foreign currency loss or have a material impact on our consolidated financials. We have not used any forward contracts or currency borrowings to hedge our exposure to foreign currency exchange risk, although we may do so in the future. Item 4. Controls and Procedures Evaluation of Disclosure Controls and Procedures As of the end of the period covered by this Quarterly Report on Form 10-Q, our management has evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2022. Changes in Internal Control over Financial Reporting In November 2021, we acquired the Genius Central business. Pursuant to the SEC’s general guidance that an assessment of a recently acquired business may be omitted from our scope for a period not to exceed one year from the date of acquisition, the scope of our most recent assessment did not include Genius Central. We are currently in the process of incorporating internal controls specific to Genius Central that we believe are appropriate and necessary to consolidate and report upon our financial results. Our assessment of the effectiveness of internal control over financial reporting as of December 31, 2022 will include Genius Central. As of and for the three months ended March 31, 2022, excluding net intangible assets and goodwill, Genius Central represented less than 1% of our consolidated assets and approximately 1% of our consolidated revenues. There were no changes in our internal control over financial reporting during the quarter ended March 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. SPS COMMERCE, INC. 23 Form 10-Q for the Quarterly Period ended March 31, 2022 Table of Contents PART II. – OTHER INFORMATION Item 1. Legal Proceedings We are not currently subject to any material legal proceedings. From time to time, we may be named as a defendant in legal actions or otherwise be subject to claims arising from our normal business activities. Any such actions, even those that lack merit, could result in the expenditure of significant financial and managerial resources. We believe that we have obtained adequate insurance coverage or rights to indemnification in connection with potential legal proceedings that may arise. Item 1A. Risk Factors There have been no material changes in our risk factors from those disclosed under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds (c) Share Repurchases Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Program ( 1) Approximate Dollar Value of Shares that May Yet be Purchased Under the Program January 1 - 31, 2022 36,500 $ 121.51 36,500 $ 35,796,000 February 1 - 28, 2022 38,000 125.24 38,000 31,037,000 March 1 - 31, 2022 47,044 128.22 47,044 25,005,000 Total 121,544 $ 125.27 121,544 $ 25,005,000 (1) Under our share repurchase program announced by our board of directors on October 28, 2021, we can repurchase up to $50.0 million of our common stock in the open market or in privately negotiated purchases, or both, through November 28, 2023. Our stock repurchase activity under this program during the three months ended March 31, 2022 is included in this column. Our prior stock repurchase program expired on November 2021. For more information regarding our stock repurchase programs, refer to Note I to our condensed consolidated financial statements, included in Part I of this Quarterly Report on Form 10-Q. Item 3. Defaults Upon Senior Securities Not Applicable. Item 4 . Mine Safety Disclosures Not Applicable. Item 5. Other Information Not Applicable. SPS COMMERCE, INC. 24 Form 10-Q for the Quarterly Period ended March 31, 2022 Table of Contents Item 6. E xhibits Number Description 3.1 Ninth Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed with the SEC on May 21, 2020). 3.2 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on October 17, 2017). 31.1 Certification of Principal Executive Officer pursuant to Rules 13a-14(a) under the Securities Exchange Act of 1934, as amended (filed herewith). 31.2 Certification of Principal Financial Officer pursuant to Rules 13a-14(a) under the Securities Exchange Act of 1934, as amended (filed herewith). 32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith). 101 Interactive Data Files Pursuant to Rule 405 of Regulation S-T (filed herewith). The XBRL instance document does not appear in the Interactive Data File because its tags are embedded within the Inline XBRL document. 104 The cover page from the Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, formatted in Inline XBRL. SPS COMMERCE, INC. 25 Form 10-Q for the Quarterly Period ended March 31, 2022 Table of Contents 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 thereunto duly authorized. Dated: April 28, 2022 SPS COMMERCE, INC. /s/ KIMBERLY K. NELSON Kimberly K. Nelson Executive Vice President and Chief Financial Officer (principal financial and accounting officer) SPS COMMERCE, INC. 26 Form 10-Q for the Quarterly Period ended March 31, 2022