T O O U R S T O C K H O L D E R S
2021 marks another year of strong execution and profitable growth for SPS Commerce, as retail dynamics continue to emphasize
the need for fulfillment automation and supply chain efficiency. The fourth quarter of 2021 represented our 84th consecutive
quarter of revenue growth.
Since the pandemic began, consumer shopping habits forced retailers and suppliers to embrace a true omnichannel strategy. In
addition, ongoing disruption across the global supply chain was intensified by unanticipated spikes in consumer demand, port
delays and labor shortages. Overnight, supply chain automation became a priority for the retail industry, and SPS Commerce was
instrumental in connecting thousands of suppliers and retailers to overcome inventory constraints and get products to consumers.
Our add-on solutions, such as Carrier Service and streamlined connections to e-commerce platforms and marketplaces, help
customers execute a comprehensive omnichannel strategy and represent a growth opportunity across our network.
The need for supply chain automation continued to fuel demand for Electronic Data Interchange. For the full year 2021, revenue
grew 23% to $385.3 million. Recurring revenue grew 20% year-over-year, led by Fulfillment growth of 22%. Adjusted EBITDA1 grew
23% to $107.0 million, resulting in adjusted EBITDA1 margin of 28%. In 2021, the number of recurring revenue customers reached
37,500, and wallet share, or average revenue per recurring revenue customer, was $10,050.
In addition to our strong financial performance, achievements in 2021 include:
• An acceleration in Analytics sales with 10% year-over-year growth, as retailers adopt omnichannel fulfillment strategies and
leverage stores for distribution, making Point of Sale data critical in optimizing product sales and inventory.
•
The acquisition of Genius Central, a software solution provider known for its expertise in the natural and organic foods industry
and a leader in in-aisle ordering for natural and specialty food grocers.
• An increase in net new customer adds of 40%, which excludes the recent Genius Central acquisition.
• We repurchased 176,103 shares at an average price of $116.01 per share in 2021.
Our competitive differentiation and ability to expedite trading partner onboarding are rooted in the size of our network, our world-class
products and people, and the strategic acquisitions we made over the years to facilitate integration of the SPS solution to our customers’
ERP systems. Our investments are accelerating our growth while expanding our addressable market.
We believe omnichannel dynamics and supply chain optimization will continue to fuel momentum in Fulfillment and Analytics. Beyond
this year, we maintain our annual revenue growth expectations of 15% or greater, and we continue to expect to deliver adjusted EBITDA1
dollar growth of 15 to 25% as we invest in the business to capitalize on market dynamics and support current and future growth. In the
long-term, we maintain our target model for adjusted EBITDA1 margin of 35%.
In closing, SPS Commerce has grown from a groundbreaking, disruptive idea into the largest retail cloud service and the industry’s first
integrated suite of products architected for today’s omnichannel retail market. I would like to thank all our employees for their steadfast
dedication to the company and the success of over 105,000 SPS Commerce customers around the globe.
Sincerely,
Archie Black
Chief Executive Officer
1 Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP measures of financial performance. We believe that these non-GAAP measures provide useful information to management,
our board of directors, and investors regarding certain financial and business trends relating to its financial condition and results of operations. Our management uses these non-GAAP
measures to compare the company’s 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. A reconciliation of these non-GAAP measures can be found within the ‘Results of Operations’ section of Part II, Item 7, Management’s
Discussion and Analysis of Financial Condition and Results of Operations, within the attached Form 10-K.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended: December 31, 2021
or
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
(State or Other Jurisdiction of
Incorporation or Organization)
41-2015127
(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
Common Stock, par value $0.001 per share
Trading Symbol
SPSC
Name of exchange on which registered
The Nasdaq Stock Market LLC (Nasdaq Global Market)
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒
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
Non-Accelerated Filer
☒
☐
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of June 30, 2021, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of shares of the registrant’s common stock
held by non-affiliates of the registrant (based upon the closing sale price of $99.85 per share on the Nasdaq Global Market on such date) was approximately $3.6 billion.
The number of shares of the registrant’s common stock, par value $0.001 per share, outstanding as of February 11, 2022 was 36,005,013 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Company’s definitive Proxy Statement for the Annual Meeting of Stockholders to be held on May 17, 2022 (the “2022 Proxy Statement”), which is expected to be
filed within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, are incorporated by reference in Part III of this Annual Report on Form 10-K.
Auditor Firm Id:
185
Auditor Name:
KPMG, LLP
Auditor Location:
Minneapolis, MN
SPS COMMERCE, INC.
ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
PART I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 9C.
Securities
[Reserved]
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
PART IV
Item 15.
Item 16.
Exhibits, Financial Statement Schedules
Form 10-K Summary
SIGNATURES
Unless the context otherwise requires, for purposes of the Annual Report on Form 10-K, the words “we,” “us,” “our,” the
“Company,” “SPS,” and “SPS Commerce” refer to SPS Commerce, Inc.
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SPS COMMERCE, INC.
2
Form 10-K for the Annual Period ended December 31, 2021
SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION
This Annual Report on Form 10-K 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,” “assumes,” “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” in this 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 or other filings 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 Securities and
Exchange Commission (“SEC”) that advise interested parties of the risks and factors that may affect our business.
SPS COMMERCE, INC.
3
Form 10-K for the Annual Period ended December 31, 2021
Item 1.
Business
Overview
PART I
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 SPS Commerce provides 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, ensuring
that suppliers, grocers, distributors, and logistics firms can satisfy exacting retailer requirements.
As of December 31, 2021, we had approximately 37,500 customers with ongoing contracts to pay us monthly fees, which we
refer to as recurring revenue customers. We also generate revenues by providing our cloud-based supply chain management services
to an additional 67,500 organizations that, together with our recurring revenue customers, we refer to as our customers. Once
connected to the SPS Commerce cloud-based retail network, our customers often require additional integrations to new organizations
that represent an expansion of our cloud-based network and new sources of revenues for us.
For the years ended December 31, 2021, 2020, and 2019, we generated revenues of $385.3 million, $312.6 million, and $279.1
million, respectively. Our quarter ended December 31, 2021 represented our 84th consecutive quarter of revenue growth. Recurring
revenues from recurring revenue customers accounted for 92%, 94% and 94% of our total revenues for the years ended December 31,
2021, 2020, and 2019, respectively. Our revenues are not concentrated with any customer, as our largest customer represented less
than 1% of total revenues for the years ended December 31, 2021, 2020, and 2019.
Increasing Demand for a Retail Network
The retail industry has undergone many changes in recent years which have accelerated the need for a more automated supply
chain to navigate disruptions and meet growing consumer demands. Companies across the retail ecosystem need to integrate their
operations and communications from their wholesale, e-commerce, direct-to-consumer, and marketplace sales channels into a single
omnichannel process. These channels no longer operate independently but instead in an interconnected fashion as consumers demand
more buying and delivery options. The rise in buy online, pickup in store (BOPIS), is one example of the intersection of e-commerce
and wholesale channels. The coordination needed to manage multiple channels has added complexity to supply chains and trading
partner relationships.
The SPS Commerce retail network offers a single destination where customers can manage item details, orders, shipments,
invoices, and much more from any channel. The network provides retail businesses with a comprehensive view of retail transactions
and gives them the agility to quickly identify opportunities to optimize inventory and fulfill orders, regardless of channel. Customers
use our retail network to consolidate all channels into a single system, saving time and reducing errors common when managing
complex operations.
Our Products
SPS Commerce operates one of the largest retail networks in the world to improve the way retailers, suppliers, grocers,
distributors, and logistics firms manage and fulfill omnichannel orders, optimize sell-through performance, and automate new trading
relationships. Approximately 105,000 customers across approximately 80 countries use SPS Commerce products to expand and
optimize the performance of their trading relationships through the network.
The SPS Commerce business model fundamentally changes how organizations use electronic communication to manage their
omnichannel, supply chain, and other business requirements. Our products replace the collection of traditional, custom-built, point-to-
point integrations with a model that facilitates a single automated connection to the entire SPS Commerce retail network that offers
prebuilt connections to thousands of global trading partners.
From that single network connection, a customer can make use of the full suite of our products with any trading partner, from
fulfillment automation to the analysis and optimization of item sell-through performance. These cloud-based products deliver value as
stand-alone offerings but can also provide greater value when used collectively. This represents a fundamental change to order
fulfillment automation and enables inherent adaptability and flexibility not possible with traditional supply chain management system
architectures.
SPS COMMERCE, INC.
4
Form 10-K for the Annual Period ended December 31, 2021
Our Fulfillment product allows suppliers and logistics firms to comply with numerous rulebooks that govern the details of
trading relationships with retailers, grocers, and distributors. Maintaining current connections with these buying organizations
removes the need for their trading partners to continually stay up to date with their required rulebook changes to remain compliant.
SPS Commerce offers the following major products:
Fulfillment - The Fulfillment product provides fulfillment automation and replaces or augments an organization’s
existing staff and trading partner electronic communication infrastructure by enabling easy compliance with retailers’
rulebooks, automatic, digital exchange of information among numerous trading partners through various protocols, and
greater visibility into the journey of an order.
Analytics - The Analytics product consists of data analytics applications that enable our customers to improve their
visibility across their supply chains through greater analytics capabilities. When focused on point-of-sale data, for
example, retailers and suppliers can ensure inventory is located where demand is highest. Additionally, retailers improve
their visibility into supplier performance and their understanding of product sell-through.
Other Products - We provide several complimentary products, such as our assortment product (which enables accurate
order management and rapid fulfillment) and our community product (which accelerates vendor onboarding and ensures
trading partner adoption of new supply chain requirements).
Growing Our Network
As one of the largest providers of cloud-based services for retail supply chain management, the trading partner relationships that
we enable among our retailer, supplier, grocer, distributor, and logistics firms naturally lead to new customer acquisition opportunities.
“Network Effect”
Once connected to our retail network, trading partners can exchange electronic supply chain information with each other. The
value of our network increases with the number of trading partners connected to it. As one of the largest retail networks, customers
often find that many of their existing or new trading partners are already on the network, allowing for easy connections. The addition
of each new customer enables that new customer to communicate with our existing customers and permits our existing customers to
do business with the new customer. This “network effect” of adding additional customers to our products’ infrastructure creates a
significant opportunity for existing customers to realize incremental sales by working with our new trading partners and vice versa. As
a result of this increased volume of activity among our network participants, we earn additional revenues from these participants.
Customer Acquisition Sources
Community. As retailers and suppliers reshape how they do business in an omnichannel landscape, they need to bring new
capabilities and services to their trading partner networks. Our Community product is designed to manage this process and bring
suppliers into compliance with new requirements. For instance, a supplier may wish to collaborate with their retailers around point-of-
sale analytics data, or a retailer may decide to change the workflow or protocol by which it interacts with its suppliers. In each case,
the supplier and retailer may engage us to work with its trading partner base to enable the new capability. Performing these programs
on behalf of retailers and suppliers generates supplier sales leads for us.
Referrals from Our Customers. We also receive sales leads from our customers seeking to communicate electronically with their
trading partners. For example, a supplier may refer its third-party logistics provider or manufacturer, which is not in our network, to
us.
Direct Marketing. We employ various marketing strategies. Our marketing programs include a variety of lead generating
activities including digital marketing, conferences and tradeshows, sponsored events, and public relations activities targeted at key
decision makers within our prospective customers.
Channel Partners. In addition to the customer acquisition sources identified above, we market and sell our products through a
variety of channel partners, including software providers, resellers, system integrators, and logistics partners. For example, software
partners such as Microsoft, NetSuite, Oracle, SAP, Sage, and their business partner communities generate sales for us as part of
broader enterprise resource planning, warehouse management system and/or transportation management system sales efforts. Our
logistics partners also drive new sales both by providing leads and by embedding our products as part of their service offerings.
SPS COMMERCE, INC.
5
Form 10-K for the Annual Period ended December 31, 2021
Our Growth Strategy
Our objective is to be the leading global retail network and provider of supply chain management products. Key elements of our
strategy include:
Further Penetrate Our Current Market. We believe the global supply chain management market is underpenetrated and,
as the retail industry continues to respond to the changing requirements of the omnichannel marketplace, and as the supply
chain ecosystem becomes more complex and geographically dispersed, the demand for supply chain management
solutions will increase. We intend to continue leveraging our relationships with customers and their trading partners to
obtain new sales leads.
Increase Revenues from Our Customer Base. We believe our overall customer satisfaction is strong and will lead our
customers to further expand their use of our products they have purchased, as well as purchase additional products to
continue improving the performance of their trading partner relationships, generating additional revenues for us. We also
expect to introduce new products to sell to our customers. We believe our position as the incumbent supply chain
management solution provider to our customers, our integration into our recurring revenue customers’ business systems,
and the modular nature of our cloud-based products are conducive to deploying additional products with customers.
Expand Our Distribution Channels. We intend to grow our business by expanding our sales capacity to gain new
customers. We also believe there are valuable opportunities to promote and sell our products through collaboration with
other providers.
Expand Our International Presence. We believe our presence in Asia Pacific, as well as in Europe, represents a
significant competitive advantage. We plan to increase our global sales efforts to obtain new customers around the world.
We intend to leverage our current global presence to increase the number of integrations we have with retailers in foreign
markets to make our products more valuable to their trading partners based overseas.
Enhance and Expand Our Services. We intend to further improve and develop the functionality and features of our
cloud-based products, including, from time to time, developing new offerings and applications.
Selectively Pursue Strategic Acquisitions. The nature of our market provides an opportunity for selective acquisitions.
We plan to continue to evaluate potential acquisitions based on the number of new customers, revenue, functionality, or
geographic reach the acquisition would provide relative to the purchase price and our ability to integrate and operate the
acquired business. In 2021, we acquired Genius Central Systems, Inc., a leading provider of in-aisle order management
and software products for natural and specialty food providers. In 2020, we acquired D Masons Software, LLC (“Data
Masons”), a leading provider of electronic data interchange (“EDI”) products for the Microsoft Dynamics market. These
acquisitions further extend the capabilities of our network and added new customers and technology.
Our Market Opportunity
We believe we have a significant market opportunity in helping organizations accelerate their omnichannel retail strategies with
our retail network and supply chain products.
Omnichannel retail requires new connections/transactions. Each sales channel (wholesale, e-commerce, drop-ship and
marketplaces) brings new trading partners to the supply chain process. As customers expand their business, the SPS
Commerce retail network is a core part of their omnichannel strategy. Each additional channel brings more reliance and
volume to the network and increases customer revenue.
Retail needs automation. With increased retail store openings and closings, labor shortages, supply chain disruptions, and
new online buying patterns, retailers are demanding more from their trading partners as they need to be agile and
transition their businesses as markets change. Businesses using SPS Commerce products to automate supply chain
functions with their trading partners are able to pivot quickly to new delivery models and capture market share. The
visibility to orders, shipments and inventory gained by automating trading relationships on the SPS Commerce retail
network is critical to their success and offers a competitive advantage.
Consumers want new products. Retail assortments are everchanging with seasonality shifts and new product
introductions from companies of all sizes. Consumers want the latest products and retailers are continually chasing trends,
offering differentiated items, and introducing new products and suppliers to their supply chains. As retailers evolve, their
trading partner relationships must support any new product introductions or new suppliers to achieve their merchandising
goals. The SPS Commerce retail network automates these relationships to quickly secure product details, initiate orders,
and track performance to help keep operations running smoothly.
SPS COMMERCE, INC.
6
Form 10-K for the Annual Period ended December 31, 2021
Technology, Development and Operations
Technology
SPS Commerce was an early provider of cloud-services to the retail supply chain management industry, launching the first
version of what would become our current services in 1997. We use commercially available hardware and cloud-services with a
combination of proprietary and commercially available software.
Our cloud-service model treats all customers as logically separate tenants within a shared virtual infrastructure. As a result, we
spread the cost of delivering our products across our customer base. Because we do not manage thousands of distinct applications with
their own business logic and database schemes, we can scale our business faster than traditional software vendors, even those that
modified their products to be accessible over the Internet.
Development
Our research and development efforts focus on maintaining, improving, and enhancing our existing products, as well as
developing new products and applications. Our multi-tenant products serve all of our customers, which allows us to maintain
relatively low research and development expenses and release software updates more frequently compared to traditional on-premise
licensed software products that support multiple versions. Our development efforts take place at our U.S. locations in Minnesota and
New Jersey, as well as in Melbourne, Australia; Toronto, Canada; and Kyiv, Ukraine.
Operations
We operate our infrastructure in third-party data centers located throughout the United States and in Australia, as well as
provisioned services in cloud providers. In most cases, infrastructure and services are managed by us.
We have internal and third-party monitoring software that continually checks our cloud-based network and key underlying
components for continuous availability and performance, helping ensure that the network is always available and providing desired
service levels. We have a technology engineering team that includes system provisioning, management, maintenance, monitoring, and
back-up.
We operate a service architecture using industry best practices to ensure multiple points of redundancy, high availability, and
scale as needed. Our databases are replicated between locations with a defined recovery point objective.
Sales & Marketing
We sell our products through an employed global sales force that focuses on retailers, suppliers, grocers, distributors, and
logistics firms.
Our marketing teams focus on driving awareness and demand for our products through the following activities:
Demand Generation. Engages with target audiences using the latest digital marketing strategies to bring opportunities to
our sales teams.
Communications. Manages our brand, public relations, and go-to-market support.
Product Marketing. Equips our sales teams, performs market studies, and promotes the unique capabilities of each of our
products using our go-to-market strategies.
Events. Highlights our presence at industry tradeshows as well as orchestrates virtual and in-person events.
SPS COMMERCE, INC.
7
Form 10-K for the Annual Period ended December 31, 2021
Customer Success
The Customer Success team is made up of retail and technology experts who implement our products on the customer’s behalf,
provide ongoing support, and collaborate with accounts to identify opportunities for added value from their existing products. This
team focuses on delivering services that build customer satisfaction and result in high customer retention rates.
Competition
Vendors in the supply chain management industry offer products through three delivery methods: traditional on-premise
software, cloud-based managed services, and cloud-based full-service products.
The market for cloud-based supply chain management products is fragmented and rapidly evolving. Cloud-service vendors
compete directly with each other based mainly on the following:
the breadth of pre-built network connections to retailers, third-party logistics providers, and other trading partners;
a history of establishing and maintaining reliable connections with trading partners;
the reputation of the cloud-service vendor in the supply chain management industry;
price;
specialization in a customer market segment;
speed and quality with which the cloud-service vendor can integrate its customers to their trading partners;
functionality of the cloud-service product, such as the ability to integrate the product with a customer’s business systems;
breadth of complementary supply chain management products the cloud-service vendor offers; and
training and customer support services provided during and after a customer’s initial integration.
We expect to encounter new and increased competition as this market segment consolidates and matures. Consolidation among
cloud-service vendors could create a direct competitor that can compete with us more effectively than the numerous, smaller vendors
currently offering cloud-service supply chain management products. Increased competition from cloud-service vendors could reduce
our market share, revenues, and operating margins or otherwise adversely affect our business.
Cloud-service vendors also compete with traditional on-premise software companies. Traditional on-premise software
companies focused on supply chain integration management include IBM Sterling and OpenText. These companies offer a “do-it-
yourself” method in which customers purchase, install, and manage specialized software, hardware, and value-added networks for
their supply chain integration needs. This method requires customers to invest in staff to operate and maintain the software.
Traditional on-premise software companies use a single-tenant approach in which information maps to retailers are built for and used
by one supplier, as compared to cloud-service products that allow multiple customers to share information maps with a retailer.
Managed service providers focused on the supply chain management market include IBM Sterling, OpenText, TrueCommerce
and many other small providers. These companies offer a cloud-based product in which they develop and maintain the core
technology, while the customer’s internal staff is responsible for the day-to-day customization, optimization, and operations of the
technology.
In contrast, full-service providers, including SPS Commerce, offer cloud-based products that customize, optimize, and operate
the technology. This approach offloads the time-intensive process of managing these products, which is not a core competency for
most businesses.
Customers of traditional on-premise software providers must typically make significant upfront investments in the supply chain
management products these competitors provide, which can decrease the customers’ willingness to abandon their investments in favor
of a cloud-service product. Cloud-service vendors compete with these traditional software products based on the total cost of
ownership and flexibility.
Intellectual Property and Proprietary Content
SPS Commerce relies on a combination of copyright, trademark, and trade secret laws as well as confidentiality procedures and
contractual provisions to protect our proprietary technology and our brand. We enter into confidentiality and proprietary rights
agreements with our employees, consultants and additional third parties, and control access to software, documentation, and other
proprietary information. We have registered trademarks and pending trademark applications in the U.S. and certain foreign countries.
SPS COMMERCE, INC.
8
Form 10-K for the Annual Period ended December 31, 2021
Depending on the jurisdiction, trademarks are generally valid as long as they are in use or their registrations are properly
maintained, and they have not been found to have become generic. Registrations of trademarks can also generally be renewed
indefinitely as long as the trademarks are in use. We do not have any patents, but we have pending patent applications. Our trade
secrets consist primarily of the software we have developed for our SPS Commerce cloud-based products and network. Our software
is also protected under copyright law, but we do not have any registered copyrights.
Human Capital
As of December 31, 2021, we employed people across the following functional areas:
Cost of revenues
Sales and marketing
Research and development
General and administrative
Total employees
# of Employees
959
460
332
150
1,901
We also engage independent contractors to support our operations. None of our employees are represented by a labor union.
We believe our employees have and will continue to be a primary reason for our growth and success. SPS values diversity,
equity and inclusion and believes that our differences make us, our customers, and our communities better. Team SPS is driven to
influence those around us by cultivating an inclusive culture that values every individual and brings positive and lasting change. We
offer competitive benefits as well as training, development, review, and feedback programs to develop employees’ expertise and
skillsets, as well as strive to provide a safe, harassment-free work environment guided by principles of fair and equal treatment and
prioritize employee engagement. As a result, we believe our employees are committed to building strong, innovative, and long-term
relationships with each other and our organization in order to succeed together and with our customers.
We offer our employees pay and benefits packages that we believe are competitive with others in our industry, as well as within
the local markets in which we operate, and that align individual performance with our success. The health of our employees is also
very important to us. In response to the threats of the COVID-19 pandemic, we have, where possible, offered remote work flexibility
beginning in March 2020 which has continued through December 2021, without significant impacts to productivity.
Company Information
We were originally incorporated as St. Paul Software, Inc., a Minnesota corporation, on January 28, 1987. On May 30, 2001, we
reincorporated in Delaware under our current name, SPS Commerce, Inc. Our principal executive offices are located at the address
listed below. Our telephone number is (612) 435-9400 and our website address is www.spscommerce.com. Information on our website
does not constitute part of this Annual Report on Form 10-K or any other report we file or furnish with the SEC. We provide free
access to various reports that we file with or furnish to the SEC through our website as soon as reasonably practicable after they have
been filed or furnished. These reports include, but are not limited to, our Annual Reports on Form 10-K, Quarterly Reports on
Form 10-Q, Current Reports on Form 8-K and any amendments to these reports. Our SEC reports can be accessed through the investor
relations section of our website or through the SEC’s website at www.sec.gov. Stockholders may also request copies of these
documents by writing to us at the address below, with attention to ‘Investor Relations’.
SPS Commerce, Inc.
333 South Seventh Street
Suite 1000
Minneapolis, MN 55402
SPS COMMERCE, INC.
9
Form 10-K for the Annual Period ended December 31, 2021
Item 1A. Risk Factors
Set forth below and elsewhere in this Annual Report on Form 10-K, and in other documents we file with the SEC, are risks and
uncertainties that could cause our actual results to differ materially from the results contemplated by the forward-looking statements
contained in this Annual Report on Form 10-K and in other written and oral communications from time to time. You should carefully
consider all of the following risks and the other information in this Report and our other filings with the SEC before you decide to
invest in our Company or to maintain or increase your investment. Our business could be harmed by any of these risks. The trading
price of our common stock could decline due to any of these risks. In assessing these risks, you should also refer to the other
information contained in this Annual Report on Form 10-K, including our financial statements and related notes.
The risks included in this section are not the only ones we face. We operate in a very competitive and rapidly changing
environment. New risk factors emerge from time-to-time, and it is not possible for management to predict all such risk factors, nor can
it assess the potential impact of all such risk factors on our business or the extent to which any factor, or combination of factors, may
cause actual results to differ materially from those in any forward-looking statements. If any of the following risks actually occur, our
business, results of operations, financial condition and future prospects would likely suffer. In that case, the trading price of our
common stock could decline, and you may lose all or part of your investment.
Our Business
If we are unable to attract new customers, or sell additional products to existing customers, or if our customers do not increase
their use of our products, our revenue growth and profitability will be adversely affected.
To increase our revenues and achieve and maintain profitability, we believe that we must regularly add new customers, sell
additional products to existing customers, and our customers must increase their use of the products for which they currently
subscribe. We intend to grow our business by retaining and attracting talent, developing strategic relationships with resellers,
including resellers that incorporate our applications in their offerings, and increasing our marketing activities. If we are unable to hire
or retain quality personnel, convert companies that have been referred to us by our existing network into paying customers, ensure the
effectiveness of our marketing programs, or if our existing or new customers do not perceive our products to be of sufficiently high
value and quality, we might not be able to increase sales and our operating results will be adversely affected. If we fail to sell our
products to existing or new customers, we will not generate anticipated revenues from these products, our operating results will suffer,
and we will not be able to grow our revenues or maintain profitability as planned.
We do not have long-term contracts with most of our recurring revenue customers, and therefore a lack of success in
maintaining or improving forecasted renewal rates will have adverse effects on revenue and financial results.
Our contracts with our recurring revenue customers typically allow the customer to cancel the contract for any reason with 30 to
90 days’ notice. Our continued success therefore depends significantly on our ability to meet or exceed our recurring revenue
customers’ expectations because most recurring revenue customers do not make long-term commitments to use our products. In
addition, if our reputation in the supply chain management industry is harmed or diminished for any reason, our recurring revenue
customers have the ability to terminate their relationship with us on short notice and seek alternative supply chain management
solutions. We may also not be able to accurately predict future trends in customer renewals, and our customers’ renewal rates may
decline or fluctuate because of several factors, including their dissatisfaction with our services, the cost of our services compared to
the cost of services offered by our competitors and reductions in our customers’ spending levels. If a significant number of recurring
revenue customers seek to terminate their relationship with us, our business, results of operations and financial condition would be
adversely affected in a short period of time.
Economic weakness and uncertainty could adversely affect our revenue, lengthen our sales cycles, and make it more difficult
for us to forecast operating results accurately.
Our revenues depend significantly on general economic conditions and the sustainability and health of retailers. Economic
weakness and constrained retail spending may result in slower growth, or reductions, in revenues and gross profits in the future. We
have experienced, and may experience in the future, reduced spending in our business due to financial turmoil affecting the U.S. and
global economy, and other macroeconomic factors affecting spending behavior. Uncertainty about future economic conditions
increases the difficulty of forecasting operating results and making decisions about future investments. In addition, economic
conditions or uncertainty may cause customers and potential customers to reduce or delay technology purchases, including purchases
of our products. Our sales cycles may lengthen if purchasing decisions are delayed as a result of uncertain information technology or
development budgets or contract negotiations become more protracted or difficult as customers institute additional internal approvals
for information technology purchases. Delays or reductions in information technology spending could have a material adverse effect
on demand for our products, and consequently our results of operations and prospects.
SPS COMMERCE, INC.
10
Form 10-K for the Annual Period ended December 31, 2021
Our continued growth could significantly strain our personnel resources and infrastructure, and if we are unable to
implement appropriate controls and procedures to manage our growth, we may not be able to implement our business plan
successfully.
We have experienced a period of rapid growth in our headcount and operations. To the extent that we are able to sustain such
growth, it might place a significant strain on our management, administrative, operational, and financial resources, and infrastructure.
Our success will depend in part upon the ability of our senior management to manage this growth effectively. To do so, we must
continue to hire, train, and manage new employees as needed. To manage the expected growth of our operations and personnel, we
will need to continue to improve our operational, financial and management controls and our reporting systems and procedures. If we
fail to successfully manage our growth, we will be unable to execute our business plan as expected.
If we fail to attract, retain, and train members of our senior management team, including our Chief Executive Officer and
other key personnel, our business plan would be impacted, and we might not be able to implement our plan successfully.
Given the complex nature of the cloud-based technology through which our business operates and the speed with which such
technology advances, our future success is dependent, in large part, upon our ability to attract, retain and train highly qualified
executive, managerial, engineering and sales personnel. Competition for talented personnel is intense, and we cannot be certain that
we can retain our key personnel or that we can attract, assimilate, or retain such personnel in the future. Additionally, the loss of any
key or a significant number of personnel in our engineering, project management, or sales teams might significantly delay or prevent
the achievement of our business objectives and could materially harm our business, customer relationships, results of operations and
financial condition.
The market for cloud-based supply chain management products is at a relatively early stage of development and acceptance. If
this market does not develop or develops more slowly than we expect, our revenues may decline or fail to grow and we may
incur operating losses.
We derive, and expect to continue to derive, substantially all of our revenues from providing cloud-based supply chain
management products to suppliers, retailers, distributors, and logistics firms. The market for these products is growing, but in a
relatively early stage of development, and it is uncertain whether these products will achieve and sustain high levels of demand and
market acceptance. Our success will depend on the willingness of retailers and their trading partners to accept our products as an
alternative to traditional licensed hardware and software products.
Some suppliers, retailers, distributors, or logistics firms may be reluctant or unwilling to use our cloud-based products for a
number of reasons, including their potential significant initial investment to replace existing investments in supply chain management
hardware and licensed software and perceived loss of control over user data with a cloud-based product. Other factors that may limit
market acceptance of our cloud-based supply chain management products include:
our ability to maintain high levels of customer satisfaction;
our ability to maintain continuity of service for all users of our cloud-based products;
the price, performance, and availability of competing products; and
our ability to address customers’ confidentiality and security concerns about information stored within our cloud-based
products.
If retailers and their trading partners do not perceive the benefits of our cloud-based supply chain management products, or if
retailers and their trading partners are unwilling to accept our cloud-based products as an alternative to the traditional approach,
demand for our products may not continue to develop or may develop more slowly than we expect, either of which would significantly
adversely affect our revenues, growth prospects, and overall operating results.
SPS COMMERCE, INC.
11
Form 10-K for the Annual Period ended December 31, 2021
The markets in which we participate are highly competitive, and our failure to compete successfully would make it difficult for
us to add and retain customers and would reduce or impede the growth of our business.
The markets for supply chain management products are increasingly competitive and global. We expect competition to increase
in the future both from existing competitors and new companies that may enter our markets. We face competition from:
cloud-service providers that deliver business-to-business information systems using a multi-tenant approach;
traditional on-premise software providers; and
managed service providers that combine traditional on-premise software with professional information technology
services.
Moreover, our industry is highly fragmented, and we believe it is likely that our existing competitors will continue to
consolidate or will be acquired. In addition, some of our competitors may enter into new alliances with each other or may establish or
strengthen cooperative relationships with systems integrators, third-party consulting firms or other parties. New entrants not currently
considered to be competitors may also enter the market through acquisitions, partnerships, or strategic relationships. Any such
consolidation, acquisition, alliance or cooperative relationship could lead to pricing pressure, loss of customers and our loss of market
share and could result in one or more competitors with greater financial, technical, marketing, service and other resources, all of which
could have a material adverse effect on our business, operating results and financial condition. Increased competition could reduce our
market share, revenues, and operating margins, increase our costs of operations, and otherwise adversely affect our business.
To remain competitive, we will need to invest continuously in software development, marketing, customer service and support,
product delivery and other cloud-based network infrastructure. However, we cannot assure you that new or established competitors
will not offer products that are superior to or lower in price than ours or both. We may not have sufficient resources to continue the
investments in all areas of software development, marketing, customer service and support and infrastructure needed to maintain our
competitive position which may diminish our market share and business prospects.
We may not be able to successfully integrate or otherwise operate newly acquired companies or businesses, which could
adversely affect our financial results.
Acquisitions involve numerous risks including:
incurring significantly higher than anticipated capital expenditures and operating expenses;
failing to assimilate the operations, customers, and personnel of the acquired company or business;
disrupting our ongoing business;
dissipating or distracting our management resources;
dilution to existing stockholders from the issuance of equity securities;
liabilities or other problems associated with the acquired business;
becoming subject to adverse tax consequences, substantial depreciation, or deferred compensation charges;
improper compliance with laws and regulations and exposure to other contingent liabilities;
failing to maintain uniform standards, controls, and policies; and
impairing relationships with employees and customers as a result of changes in management.
Fully integrating an acquired company or business into our operations may take a significant amount of time. In addition, we
may only be able to conduct limited due diligence on an acquired company’s operations. Following an acquisition, we may be subject
to liabilities arising from an acquired company’s past or present operations, including liabilities related to data security, encryption and
privacy of customer data, and these liabilities may be greater than the warranty and indemnity limitations that we negotiate. We cannot
assure you that we will be successful in overcoming these risks or any other problems encountered with acquisitions. To the extent we
do not successfully avoid or overcome the risks or problems related to any acquisitions, our results of operations and financial
condition could be adversely affected. Future acquisitions also could impact our financial position and capital needs and could cause
substantial fluctuations in our quarterly and yearly results of operations. Acquisitions could include significant goodwill and intangible
assets, which may result in future impairment charges that would reduce our stated earnings.
SPS COMMERCE, INC.
12
Form 10-K for the Annual Period ended December 31, 2021
Because our long-term success depends, in part, on our ability to expand the sales of our products to customers located outside
of the United States and expand operations to support such expansion, our business will be susceptible to risks associated with
international operations.
Our limited experience in operating our business outside of the United States increases the risk that our current and any future
international expansion efforts will not be successful. Expanding international sales and operations subjects us to new risks that,
generally, we have not faced in the U.S., including:
misjudging the markets and competitive landscape of foreign jurisdictions;
fluctuations in currency exchange rates;
unexpected changes in foreign regulatory requirements;
longer accounts receivable payment cycles and difficulties in collecting accounts receivable;
difficulties in managing and staffing international operations;
differing technology standards;
potentially adverse tax consequences, including the complexities of foreign value added tax systems and restrictions on
the repatriation of earnings;
localization of our products, including translation into foreign languages and associated expenses;
the burdens of complying with a wide variety of foreign laws and different legal standards, including laws and regulations
related to privacy;
increased financial accounting and reporting burdens and complexities;
political, social, and economic instability abroad, terrorist attacks and security concerns in general;
greater potential for corruption and bribery; and
reduced or varied protection for intellectual property rights in some countries.
The occurrence of any one of these risks could negatively affect our international business and, consequently, our results of
operations generally. Additionally, operating in international markets also requires significant management attention and financial
resources. We cannot be certain that the investment and additional resources required in establishing, acquiring, or integrating
operations in other countries will produce desired levels of revenues or profitability.
In addition, we operate in parts of the world that are recognized as having governmental corruption problems and where local
customs and practices may not foster strict compliance with anti-corruption laws. Our continued operation and potential expansion
outside the U.S. could increase the risk of such violations in the future. Despite our training and compliance programs, we cannot
assure you that our internal control policies and procedures will protect us from unauthorized, reckless, or criminal acts committed by
our employees or agents, including by third parties we utilize in foreign jurisdictions. In the event that we believe, or have reason to
believe, that our employees or agents have or may have violated applicable anti-corruption laws, including the U.S. Foreign Corrupt
Practices Act, we may be required to investigate or have outside counsel investigate the relevant facts and circumstances, which can
be expensive and require significant time and attention from senior management. Violations of these laws may result in severe civil
and criminal sanctions and penalties, which could disrupt our business and have a material adverse effect on our reputation, results of
operations or financial condition.
Any unrest, military activities, or sanctions impacting our international operations, should they occur, could disrupt operations,
and have a material adverse effect on our business. Any such disruption to our operations may be prolonged and require a transition to
alternative workforce locations. An alternative workforce location may be more expensive to train, staff, and operate and may cause
delays and shortfalls in programming deliverables and services, thus potentially harming our business. Given our significant
international workforce in the Ukraine and the Philippines and the potentially volatile political and civil unrest situations in both areas,
including but not limited to Russian interference and civil unrest with multiple groups, respectively, we are more susceptible to
disruptions there. Those environments are out of our control and we cannot predict the outcome of future developments or reactions to
such developments by the U.S., European, Asian, Oceanic, U.N. or other international authorities and organizations.
SPS COMMERCE, INC.
13
Form 10-K for the Annual Period ended December 31, 2021
Products and Service Offerings
Any new products and changes to existing products we pursue could fail to attract or retain customers or generate expected
revenues.
Our ability to retain, increase, and engage our customers and to increase our revenues depends heavily on our ability to identify,
develop, and launch successful new products. We may introduce significant changes to our existing products or develop and introduce
new and unproven products which include or use technologies with which we have little or no prior development or operating
experience. If new or enhanced products fail to garner expected customer demand in a timely manner or at all, we may fail to generate
sufficient revenues, operating margin, or other value to justify our investments and our business may be adversely affected.
Our business is dependent on our ability to maintain and scale our technical infrastructure, and any failure to effectively
maintain or scale such infrastructure could damage our reputation, result in a potential loss of revenue, and adversely affect
our financial results.
Our reputation and ability to attract, retain and serve our customers is dependent upon the reliable performance of our cloud-
based products and our underlying technical infrastructure and cloud providers. As our user base and the amount and types of
information shared on our cloud-based network continue to grow, we will need an increasing amount of technical infrastructure,
including network capacity and computing power, to continue to satisfy the needs of our users. It is possible that we or our cloud
providers may fail to effectively maintain and scale our technical infrastructure to accommodate these increased demands. Any failure
to effectively maintain and grow our technical infrastructure could result in interruptions or delays in service which may damage our
reputation, result in a potential loss of customers, and adversely affect our financial results.
Our inability to adapt to rapid technological change could impair our ability to remain competitive.
The industry in which we compete is characterized by rapid technological change, frequent introductions of new products and
evolving industry standards. Existing products can become obsolete and unmarketable when vendors introduce products utilizing new
technologies or new industry standards emerge, and as a result, it is difficult for us to predict the life cycles of our products. Our
ability to attract new customers and increase revenues from customers will depend in significant part on our ability to anticipate
technological changes, and the corresponding impact on customer needs, evolving requirements, and future industry standards, and to
continue to enhance our existing products or introduce or acquire new products to keep pace with such technological developments.
The success of our enhanced or new products depend on several factors, including the timely completion, introduction and market
acceptance of the enhancement or product. Any new product we develop or acquire might not be introduced in a timely or cost-
effective manner and might not achieve the broad market acceptance necessary to generate expected revenues. If any of our
competitors or new market entrants implement new technologies or upgrades to existing technologies before we are able to implement
them, they may be able to provide more effective products than ours at lower prices. Any delay or failure in the introduction of new or
enhanced products could adversely affect our business, results of operations and financial condition.
We rely on third-party infrastructure, software and services that could take a significant time, and involve a complex
transition, to replace or upgrade.
We rely on infrastructure, software and services licensed from third parties to offer our cloud-based supply chain management
products. This infrastructure, software, and services, as well as related maintenance and updates, may not continue to be available to
us on commercially reasonable terms, or at all. If we lose the right to use or upgrade any of these licenses, our customers could
experience delays or be unable to access our products until we can obtain and integrate equivalent technology. There might not always
be commercially reasonable alternatives to the third-party infrastructure, software, and services that we currently license. Any such
alternatives could be more difficult or costly to replace than what we currently license, and integration of the alternatives into our
cloud-based products could require significant work and resources and delays. Any delays or failures associated with our cloud-based
products could injure our reputation with current and potential customers and have an adverse effect on our business.
Interruptions or delays from third-party data centers or to the telecommunications infrastructure we use or rely on could
impair the delivery of our products and our business could suffer.
We use third-party data centers, located in the U.S. and internationally, as well as provision services from cloud providers, to
conduct our operations. Our ability to deliver our services depends on the development and maintenance of telecommunications
infrastructure by third parties. This includes maintenance of a reliable network backbone with the necessary speed, data capacity,
bandwidth capacity, and security. Our operations depend on the protection of the equipment and information we store in these third-
party centers, or utilize from third-party providers, against damage or service interruptions that may be caused by fire, flood, severe
SPS COMMERCE, INC.
14
Form 10-K for the Annual Period ended December 31, 2021
storm, power loss, telecommunications failures, natural disasters, war, criminal act, military action, terrorist attack, financial failure of
the service provider, and other events beyond our control. In addition, third-party malfeasance, such as intentional misconduct by
computer hackers, unauthorized intrusions, computer viruses, ransomware, or denial of service attacks, may also cause substantial
service disruptions. A prolonged service disruption affecting our products could damage our reputation with potential customers,
cause us to lose existing customers, expose us to liability, or otherwise adversely affect our business. We may also incur significant
costs for using alternative equipment or taking other actions in preparation for, or in reaction to, events that damage the data centers or
infrastructure we use or rely on, including the additional expense of transitioning to substitute facilities or service providers.
A failure to protect the integrity and security of our customers’ information and prevent cyber-attacks, could materially
damage our reputation, expose us to claims and litigation, and lead to service disruptions and harm our business. Additionally,
the growing costs to avoid or reduce the risks of such a failure could adversely affect our results of operations.
As demonstrated by the frequency and sophistication of material and high-profile data security breaches within the retail
industry, computer malware, viruses, computer hacking, phishing attacks, spamming, ransomware, and other electronic threats have
become more prevalent in our industry. Given the interconnected nature of the retail supply chain, our significant presence in the retail
industry, and the occurrence of cyber-attacks on our system in the past, we believe that we are a particularly attractive target for such
attacks.
Our business involves the collection and use of confidential information of our customers and their trading partners which
sometimes requires our direct access to our customers’ information systems. Our security measures may be breached as a result of
third-party action, including intentional misconduct by computer hackers via cyber-attacks, employee error, malfeasance, system
errors or vulnerabilities, including vulnerabilities of our third-party vendors, customers, or otherwise and result in someone obtaining
unauthorized access to our customers’ information and information systems. Additionally, third parties may attempt to fraudulently
induce employees or customers into disclosing sensitive information such as usernames, passwords, or other information in order to
gain access to our customers’ data or our data or IT systems. Because the techniques used to obtain unauthorized access, or to
sabotage systems, change frequently and generally are not recognized until launched against a target, we may be unable to anticipate
these techniques or to implement adequate preventative measures. Malicious third parties may also conduct attacks designed to
temporarily deny customers access to our services.
Any failure to maintain performance, reliability, security and availability of our cloud-based products to the satisfaction of our
customers, or any unauthorized access to our customers’ information or systems is caused by our products or cloud-based network,
may cause service disruptions, harm our reputation, impair our ability to retain existing customers and attract new customers and
expose us to legal claims and government action, each of which could have a material adverse impact on our financial condition,
results of operations and growth prospects. Although we are allocating more resources to address cyber threats and safeguard our
products and services, we cannot assure you that these efforts to protect this confidential information and authorized access to such
information systems will be successful, and the growing costs related to these efforts could adversely affect our results of operations.
In addition, because of the critical nature of information security and system access, any actual or perceived failure of our security
measures could cause existing or potential customers not to use our products and harm our reputation.
Businesses in the retail industry have experienced material sales declines after discovering data security breaches, and our
business could be similarly impacted in the event of a breach or other cyber incident. Furthermore, many U.S. states and international
jurisdictions have enacted laws requiring companies to notify consumers of data security breaches involving their personal data. These
mandatory disclosures regarding a data security breach often lead to widespread negative publicity, which may cause our customers to
lose confidence in our products and the effectiveness of our data security measures.
We may experience service failures or interruptions due to defects in the hardware, software, infrastructure, third-party
components or processes that comprise our existing or new products, any of which could adversely affect our business.
Technology products like ours may contain undetected defects in the hardware, software, infrastructure, third-party components
or processes that are part of the products we provide. If these defects lead to service failures, we could experience delays or lost
revenues, diversion of software engineering resources, negative media attention or increased service costs as a result of performance
claims during the period required to correct the cause of the defects. We cannot be certain that defects will be avoided in our upgraded
or new products, resulting in loss of, or delay in, market acceptance, which could have an adverse effect on our business, results of
operations and financial condition.
Because customers use our cloud-based supply chain management products for critical business processes, any defect in our
products, any disruption to our products or any error in execution could cause recurring revenue customers to cancel their contracts
with us, cause potential customers to not join our network and harm our reputation. We could also be subject to litigation for actual or
alleged losses to our customers’ businesses, which may require us to spend significant time and money in litigation or arbitration or to
pay significant settlements or damages. We do not currently maintain any warranty reserves. Moreover, defending a lawsuit,
regardless of its merit, could be costly and divert management’s attention and could cause our business to suffer.
SPS COMMERCE, INC.
15
Form 10-K for the Annual Period ended December 31, 2021
The insurers under our existing liability insurance policy could deny coverage of a future claim that results from an error or
defect in our technology or a resulting disruption in our products, or our existing liability insurance might not be adequate to cover any
or all of the damages and other costs of such a claim. Moreover, we cannot assure you that our current liability insurance coverage
will continue to be available to us on acceptable terms or at all. The successful assertion against us of one or more large claims that
exceeds, or is not insured against by, our insurance coverage, or the occurrence of changes in our liability insurance policy, including
an increase in premiums or imposition of large deductible or co-insurance requirements, could have an adverse effect on our business,
financial condition, and operating results.
If open source, or other no-cost products and services, expand into enterprise application and supply chain software or
products, our prices, revenues, and operating results may decline.
The open source community is comprised of many different formal and informal groups of software developers and individuals
who have created a wide variety of software and have made that software available for use, distribution, and modification, often free
of charge. If developers contribute effective and scalable enterprise and supply chain application software to the open source
community, or if competitors make such software or service available at no cost, we may need to lower our product pricing and alter
our distribution strategy to compete successfully, and our revenues and operating results may decline as a result.
The use of open source software in our products may expose us to additional risks and harm our intellectual property.
Some of our products use or incorporate software that is subject to one or more open source licenses. Open source software is
typically licensed under terms that require making the software freely accessible, usable, and modifiable. Failure to comply with these
licenses may subject us to onerous requirements, such as offering our products that incorporate the open source software for no cost or
making the source code we create based upon, incorporating, or using the open source software available for modifications or
derivative works. If an author or third-party that distributes such open source software were to allege that we had not complied with
the conditions of one or more of these licenses, we could be required to incur significant legal expenses defending against such
allegations and could be subject to significant damages, enjoined from the sale of our services that contained the open source software
and required to comply with the foregoing conditions, which could disrupt the distribution and sale of some of our services.
While we monitor the use of a majority of open source software in our products, processes and technology and work to ensure
that open source software is not used in such a way as to require us to disclose the source code to the related product or product, such
use could inadvertently occur. Additionally, if a third-party software provider has incorporated certain types of open source software
into software we license from such third-party for our products, we could, under certain circumstances, be required to disclose the
source code to our products. This could harm our intellectual property position and have a material adverse effect on our business,
results of operations and financial condition.
If we fail to protect our intellectual property and proprietary rights adequately, our business could suffer material adverse
effects.
We believe that proprietary technology is essential to establishing and maintaining our leadership position. We seek to protect
our intellectual property through trade secrets, copyrights, confidentiality, non-compete and nondisclosure agreements, license
agreements, trademarks, domain names and other measures, some of which afford only limited protection. We do not have any issued
patents or registered copyrights. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy or
reverse engineer aspects of our technology or to obtain and use information that we regard as proprietary. We cannot assure you that
our means of protecting our proprietary rights will be adequate or that our competitors will not independently develop similar or
superior technology or design around our intellectual property. In addition, the laws of some foreign countries do not protect our
proprietary rights to the same extent as the laws of the U.S. intellectual property protections may also be unavailable, limited or
difficult to enforce in some countries, which could make it easier for competitors to capture market share. Our failure to protect
adequately our intellectual property and proprietary rights could adversely affect our business, financial condition, and results of
operations.
In addition, if we resort to legal proceedings to enforce our intellectual property rights or to determine the validity and scope of
the intellectual property or other proprietary rights of others, the proceedings could be burdensome and expensive, even if we were to
prevail. Any such legal proceedings, including litigation, that are pursued in the future could result in substantial costs and diversion
of resources and could have a material adverse effect on our business, operating results, or financial condition, regardless of whether
we prevail in such proceedings.
SPS COMMERCE, INC.
16
Form 10-K for the Annual Period ended December 31, 2021
An assertion by a third-party that we are infringing its intellectual property, whether or not correct, could subject us to costly
and time-consuming litigation or expensive licenses and our business might be materially harmed.
The supply chain management industry and its enabling technologies are characterized by the existence of a large number of
patents, copyrights, trademarks, and trade secrets and by frequent litigation based on allegations of infringement or other violations of
intellectual property rights. As we seek to extend our products, we could be constrained by the intellectual property rights of others.
We might not prevail in any intellectual property infringement litigation given, among other reasons, the complex technical
issues, and inherent uncertainties in such litigation. Moreover, defending such claims, regardless of their merit, could be time-
consuming and distracting to management, result in costly litigation or settlement, cause development delays, require us to enter into
royalty or licensing agreements or require us to redesign our products to avoid infringement. If our products violate any third-party
proprietary rights, we could be required to withdraw those products from the market, re-develop those products or seek to obtain
licenses from third parties, which might not be available on reasonable terms or at all. Any efforts to re-develop our products, obtain
licenses from third parties on favorable terms or license a substitute technology might be unsuccessful and, in any case, might
substantially increase our costs and harm our business, financial condition and operating results. We also face risk of infringement or
misappropriation claims if we hire an employee or contractor who possesses third-party proprietary information and who decides to
use such information in connection with our products, services, or business processes without such third-party’s authorization.
Regardless of the source of such misuse of third-party intellectual property, any resulting withdrawal of our products from the market
might materially harm our business, financial condition, and operating results.
In addition, we incorporate open source software into our cloud-based products. Given the nature of open source software, third
parties might assert copyright and other intellectual property infringement claims against us based on our use of certain open source
software programs. The terms of many open source licenses to which we are subject have not been interpreted by U.S. or foreign
courts, and there is a risk that those licenses could be construed in a manner that imposes unanticipated conditions or restrictions on
our ability to commercialize our products. In that event, we could be required to seek licenses from third parties in order to continue
offering our products, to re-develop our products or to discontinue sales of our products, or to release our proprietary software code
under the terms of an open source license, any of which could have a material adverse effect on our business.
Regulation
Privacy concerns and laws, evolving regulation of cloud computing, cross-border data transfer restrictions and other domestic
or foreign regulations may limit the use and adoption of our products and adversely affect our business.
Regulation related to the provision of services on the internet is increasing, as federal, state, and foreign governments continue
to adopt new laws and regulations addressing data privacy and the collection, processing, storage and use of personal information. In
some cases, foreign data privacy laws and regulations, such as the European Union’s General Data Protection Regulation, also
governs the processing of personal information. Further, laws are increasingly aimed at the use of personal information for marketing
purposes, such as the European Union’s e-Privacy Directive, and the country-specific regulations that implement that directive. Such
laws and regulations are subject to differing interpretations and are inconsistent among jurisdictions. These and other requirements
could reduce demand for our products or restrict our ability to store and process data or, in some cases, impact our ability to offer our
services and products in certain locations.
In addition to government activity, privacy advocacy and other industry groups have established or may establish new self-
regulatory standards that may place additional burdens on us. Our customers may expect us to meet voluntary certification or other
standards established by third parties. If we are unable to maintain these certifications or meet these standards, it could adversely
affect our ability to provide our products to certain customers and could harm our business.
The costs of compliance with and other burdens imposed by laws, regulations and standards are significant and may limit the
use and adoption of our services and reduce overall demand for them, or lead to material fines, penalties, or liabilities for
noncompliance.
Furthermore, concerns regarding data privacy may cause our customers’ customers to resist providing the data necessary to
allow our customers to use our service effectively. Even the perception that the privacy of personal information is not satisfactorily
protected or does not meet regulatory requirements could inhibit sales and adoption of our cloud-based products.
Evolving regulation of the internet may increase our expenditures related to compliance efforts, which may adversely affect
our financial condition.
As e-commerce continues to evolve, increasing regulation by federal, state, or foreign agencies becomes more likely. We are
particularly sensitive to these risks because the internet is a critical component of our cloud-based business model. In addition,
taxation of services provided over the internet or other charges imposed by government agencies or by private organizations for
accessing the internet may adversely impact our business. Any regulation imposing greater fees for internet use or restricting
SPS COMMERCE, INC.
17
Form 10-K for the Annual Period ended December 31, 2021
information exchange over the internet could result in a deceleration or decline in the use of the internet and the viability of internet-
based services, which could materially harm our business.
Industry-specific regulation is evolving, and unfavorable or burdensome industry-specific laws, regulations or interpretive
positions could harm our business.
Our customers and potential customers do business in a variety of industries. Regulators in certain industries have adopted and
may in the future adopt regulations or interpretive positions regarding the use of cloud computing and other outsourced services. The
costs of compliance with, and other burdens imposed by, industry-specific laws, regulations and interpretive positions may limit
customers’ use and adoption of our services and reduce overall demand for our services. In addition, an inability to satisfy the
standards of certain voluntary third-party certification bodies that our customers may expect may have an adverse impact on our
business. If in the future we are unable to achieve or maintain these industry-specific certifications or other requirements or standards
relevant to our customers, it may harm our business.
In some cases, industry-specific laws, regulations, or interpretive positions may also apply directly to us as a service provider.
Any failure or perceived failure by us to comply with such requirements could have an adverse impact on our business.
Ownership of Our Common Stock
Our results of operations may fluctuate in the future, which could result in volatility in our stock price.
Our quarterly revenues and results of operations have varied in the past and may fluctuate in the future. Fluctuations in our
results of operations may be due to a number of factors, including, but not limited to, those listed below and identified throughout this
“Risk Factors” section:
our ability to retain and increase sales to customers and attract new customers, including our ability to maintain and
increase our number of recurring revenue customers;
the timing and success of introductions of new products or upgrades by us or our competitors;
the strength of the U.S and global economy, in particular, as it affects the U.S. retail sector;
the financial condition of our customers;
changes in our pricing policies or those of our competitors;
competition, including entry into the industry by new competitors;
the amount and timing of our expenses, including stock-based compensation and expenditures related to expanding our
operations, supporting new customers, performing research and development, or introducing new products;
regulatory compliance costs and unforeseen legal expenses, including litigation and settlement costs;
the timing, size, integration and operational success of potential future acquisitions;
changes in the payment terms for our products; and
system or service failures, security breaches or network downtime.
Due to the foregoing factors, and other risks, including those identified in this “Risk Factors” section, comparing our operating
results on a period-to-period basis may not be meaningful. You should not rely on these comparisons of our past results of operations
as an indication of our future performance.
Our operating results in one or more future quarters may fluctuate, fall below the expectations of securities analysts and
investors, or be less than any guidance we may provide to the market. If this occurs, the trading price of our common stock could
decline significantly.
Our stock price may be volatile.
Shares of our common stock were sold in our April 2010 initial public offering at a split adjusted price of $6.00 per share, and
through December 31, 2021, our common stock has traded as high as a split adjusted price of $174.42 per share and as low as a split
adjusted price of $4.23 per share. An active, liquid, and orderly market for our common stock may not be sustained, which could
SPS COMMERCE, INC.
18
Form 10-K for the Annual Period ended December 31, 2021
depress the trading price of our common stock. Some of the factors that may cause the market price of our common stock to fluctuate
include:
fluctuations in our guidance and quarterly financial results or the guidance or quarterly financial results of companies
perceived to be similar to us;
fluctuations in our recorded revenue, even during periods of significant sales order activity;
fluctuations in stock market volume;
changes in estimates of our financial results or recommendations by securities analysts;
failure of any of our products to achieve or maintain market acceptance;
changes in market valuations of companies perceived to be similar to us;
success of competitive products or services;
changes in our capital structure, such as future issuances of securities or the incurrence of debt;
announcements by us or our competitors of significant products, contracts, acquisitions, or strategic alliances;
regulatory developments in the United States, foreign countries, or both;
litigation involving our company, our general industry or both;
additions or departures of key personnel;
investors’ general perception of us; and
changes in general economic, industry and market conditions.
In addition, if the market for software or technology stocks or the stock market in general experiences a loss of investor
confidence, the trading price of our common stock could decline for reasons unrelated to our business, financial condition, or results
of operations. If any of the foregoing occurs, it could cause our stock price to fall and may expose us to class action lawsuits that, even
if unsuccessful, could be costly to defend and a distraction to management.
Our charter documents and Delaware law may delay, discourage, or inhibit a takeover that stockholders consider favorable.
Provisions of our certificate of incorporation and bylaws and applicable provisions of Delaware law may delay, discourage, or
inhibit transactions involving an actual or potential change in our control or change in our management, including transactions in
which stockholders might otherwise receive a premium for their shares, or transactions that our stockholders might otherwise deem to
be in their best interests, and may ultimately result in the market price of our common stock being lower than it would be without
these provisions. These provisions:
permit our board of directors to issue up to 5,000,000 shares of preferred stock, with any rights, preferences and privileges
as our board may designate, including the right to approve an acquisition or other change in our control;
provide that the authorized number of directors may be changed by resolution of the board of directors;
provide that all vacancies, including newly created directorships, may, except as otherwise required by law, be filled by
the affirmative vote of a majority of directors then in office, even if less than a quorum;
provide that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for
election as directors at a meeting of stockholders must provide notice in writing in a timely manner, and also specify
requirements as to the form and content of a stockholder’s notice; and
do not provide for cumulative voting rights.
In addition, Section 203 of the Delaware General Corporation Law generally limits our ability to engage in any business
combination with certain persons who own 15% or more of our outstanding voting stock or any of our associates or affiliates who at
any time in the past three years have owned 15% or more of our outstanding voting stock. These provisions may have the effect of
entrenching our management team and may deprive you of the opportunity to sell your shares to potential acquirers at a premium over
prevailing prices. This potential inability to obtain a control premium could reduce the price of our common stock.
We do not intend to declare dividends on our stock in the foreseeable future.
SPS COMMERCE, INC.
19
Form 10-K for the Annual Period ended December 31, 2021
We currently intend to retain all future earnings for the operation and expansion of our business and, therefore, do not anticipate
declaring or paying cash dividends on our common stock in the foreseeable future. Investors may need to sell all or part of their
holdings of our common stock after price appreciation, which may never occur, as the only way to realize any future gains on their
investment. Any payment of future cash dividends on our common stock will be at the discretion of our board of directors and will
depend upon our results of operations, earnings, capital requirements, financial condition, future prospects, contractual restrictions,
and other factors deemed relevant by our board of directors. Therefore, you should not expect to receive dividend income from shares
of our common stock.
General Risks
Our failure to raise additional capital or generate cash flows necessary to expand our operations and invest in new
technologies could reduce our ability to compete successfully and adversely affect our results of operations.
We may need to raise additional capital due to shortfalls in cash flow or for other reasons, and we may not be able to obtain
debt or additional equity financing on favorable terms, if at all. If we raise additional equity financing, our security holders may
experience significant dilution of their ownership interests and the value of shares of our common stock could decline. If we engage in
debt financing, we may be required to accept terms that restrict our ability to incur additional indebtedness, force us to maintain
specified liquidity or other ratios or restrict our ability to pay dividends or make acquisitions. If we need additional capital and cannot
raise it on acceptable terms, we may not be able to, among other things:
develop and enhance our products;
continue to expand our technology development, sales, and marketing organizations;
acquire new or complementary technologies, products, or businesses;
hire, train and retain employees; or
respond to competitive pressures or unanticipated working capital requirements.
Our inability to do any of the foregoing could reduce our ability to compete successfully and adversely affect our results of
operations.
Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax
returns could adversely affect our operating results and financial condition.
We are subject to income taxes in the U.S. and various foreign jurisdictions, and our domestic and international tax liabilities
will be subject to the allocation of expenses in differing jurisdictions. Our future effective tax rates could be subject to volatility or
adversely affected by a number of factors, including:
changes in the valuation of our deferred tax assets and liabilities;
expected timing and amount of the release of tax valuation allowances;
expiration of, or detrimental changes in, research and development tax credit laws;
tax effects of stock-based compensation;
costs related to intercompany restructurings;
changes in tax laws, regulations, accounting principles or interpretations thereof; and
future earnings being lower than anticipated in countries where we have lower statutory tax rates and higher than
anticipated earnings in countries where we have higher statutory tax rates.
In addition, we are subject to audits of our income, sales, and other taxes by the Internal Revenue Service and other foreign and
state tax authorities. Outcomes from these audits could have an adverse effect on our operating results and financial condition.
SPS COMMERCE, INC.
20
Form 10-K for the Annual Period ended December 31, 2021
Our failure to maintain adequate internal control over financial reporting in accordance with Section 404 of the Sarbanes-
Oxley Act of 2002 or to prevent or detect material misstatements in our annual or interim financial statements in the future
could result in inaccurate financial reporting, or could otherwise harm our business and investor confidence in our financial
reporting.
Ensuring that we have internal financial and accounting controls and procedures adequate to produce accurate financial
statements on a timely basis is a costly and time-consuming effort that needs to be re-evaluated periodically. The Sarbanes-Oxley Act
requires, among other things, that we maintain effective internal control over financial reporting and disclosure controls and
procedures. In particular, we are required to perform annual system and process evaluation and testing of our internal control over
financial reporting to allow management and our independent registered public accounting firm to report on the effectiveness of our
internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. Furthermore, implementing any
appropriate future changes to our internal control over financial reporting may entail substantial costs in order to modify our existing
accounting systems, may take a significant period of time to complete and may distract our officers, directors, and employees from the
operation of our business. If we are not able to comply with the requirements of Section 404 in the future, or if material weaknesses
are identified, our business could be harmed and investor confidence in our financial reporting diminished.
The extent to which the COVID-19 outbreak and measures taken in response thereto impact our business, results of operations
and financial condition will depend on on-going and future developments and outcomes, which are highly uncertain and cannot
be predicted.
Our business operations and financial results may be adversely impacted by health epidemics, pandemics, and similar outbreaks.
Despite our efforts to manage these impacts, their ultimate impact also depends on factors beyond our knowledge or control, including
the duration and severity of any such outbreak and actions taken to contain its spread and mitigate its public health effects.
The COVID-19 pandemic, including resurgences and variants, could have adverse impacts on our business operations by
limiting our employees' ability to work and travel, disrupting our third-party technology providers, or causing internal operational
workflow to change, among other potentially unforeseen circumstances given the unprecedented and continuously evolving situation.
Additionally, the COVID-19 pandemic may continue to cause significant disruptions and changes in the economic or political
conditions in markets in which we operate. This may cause significant volatility in demand for our services due to, among other
adverse impacts, disruption and downturns in our customers’ businesses and related supply chains, an acceleration of existing
customer bankruptcies, or our customers’ ability to pay for our services when due or in full. Although certain customers may have a
reduced demand for our services, we also may see increased demand by certain customer segments, potentially offsetting reduced
demand.
Item 1B. Unresolved Staff Comments
None.
Item 2.
Properties
Our corporate headquarters, including our principal administrative, marketing, sales, technical support, and research and
development facilities, are located in Minneapolis, Minnesota. This location includes approximately 198,000 square feet of space and
is under lease through 2027. We also lease office space in or near Little Falls, New Jersey; Kyiv, Ukraine; Toronto, Canada;
Melbourne and Sydney, Australia; Beijing, China; and Amsterdam, Netherlands. We believe that our current facilities are suitable and
adequate to meet our current needs and that suitable additional or substitute space will be available as needed to accommodate
expansion of our operations.
Item 3.
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. We believe that we have obtained adequate
insurance coverage or rights to indemnification in connection with potential legal proceedings that may arise.
Item 4. Mine Safety Disclosures
Not applicable.
SPS COMMERCE, INC.
21
Form 10-K for the Annual Period ended December 31, 2021
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
Market Information. Our common stock has traded on the Nasdaq Global Market under the symbol “SPSC” since April 22,
2010, the date of our initial public offering.
Stockholders of Record. As of February 11, 2022, we had 77 stockholders of record of our common stock, excluding holders
whose stock is held either in nominee name and/or street name brokerage accounts.
Dividends. We have not historically paid cash dividends on our common stock. We currently intend to retain our future
earnings, if any, to finance the operation and expansion of our business, and, therefore, we do not expect to pay cash dividends on our
common stock in the foreseeable future. Payment of future cash dividends, if any, will be at the discretion of our board of directors
after taking into account various factors, including our financial condition, operating results, current and anticipated cash needs,
outstanding indebtedness and plans for expansion and restrictions imposed by lenders, if any.
Stock Performance Graph and Cumulative Total Return
Notwithstanding any statement to the contrary in any of our previous or future filings with the SEC, the following information
relating to the price performance of our common stock shall not be deemed to be “filed” with the SEC or to be “soliciting material”
under the Securities Exchange Act of 1934, as amended, (“Exchange Act”), and it shall not be deemed to be incorporated by
reference into any of our filings under the (“Securities Act”) of 1933, as amended, or the Securities Act, or the Exchange Act, except
to the extent we specifically incorporate it by reference into such filing.
The table and graph below compare the cumulative total stockholder return of our common stock with that of the Nasdaq US
Benchmark TR Index and the Nasdaq Computer Index from December 31, 2016 through December 31, 2021, utilizing the last trading
day of each respective year. The return assumes that $100 was invested in shares of our common stock and the other indexes at the
close of market on December 31, 2016, and that dividends, if any, were reinvested. The comparisons in this table and graph are based
on historical data and are not intended to forecast or be indicative of future performance of our common stock.
Comparison of Cumulative Total Returns of SPS Commerce, Inc. to Comparable Indexes
Date
12/30/2016
12/29/2017
12/31/2018
12/31/2019
12/31/2020
12/31/2021
$
SPS Commerce
Nasdaq US
Benchmark
TR Index
Nasdaq
Computer
Index
$
100.00
69.52
117.87
158.59
310.75
407.35
$
100.00
121.38
114.77
150.55
182.57
229.84
100.00
138.77
133.66
200.94
301.37
415.46
SPS Commerce
Nasdaq US Benchmark TR Index
Nasdaq Computer Index
450.0
400.0
350.0
300.0
250.0
S
R
A
L
200.0
L
O
D
150.0
100.0
50.0
—
1 2 / 3 0 / 2 0 1 6
1 2 / 2 9 / 2 0 1 7
1 2 / 3 1 / 2 0 1 8
1 2 / 3 1 / 2 0 1 9
1 2 / 3 1 / 2 0 2 0
1 2 / 3 1 / 2 0 2 1
Recent Sales of Unregistered Securities; Use of Proceeds from Sales of Registered Securities
Not applicable.
SPS COMMERCE, INC.
22
Form 10-K for the Annual Period ended December 31, 2021
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
The stock repurchase activity for the quarter ended December 31, 2021 was as follows:
Period
October 1 - 31, 2021
November 1 - 30, 2021
December 1 - 31, 2021
Total
Total
Number
of Shares
Purchased
Average
Price
Paid per
Share
- $
4,287
66,002
70,289 $
-
141.36
138.83
138.98
Total
Number
of Shares
Purchased
as Part of
Publicly
Announced
Program (1)(2)
Approximate
Dollar Value
of Shares that
May Yet be
Purchased
Under the
Program (1)(2)
- $ 20,389,000
4,287 49,394,000
66,002 40,231,000
70,289 $ 40,231,000
(1)
(2)
On November 2, 2019, our board of directors authorized a program to repurchase up to $50.0 million of common stock.
Under the program, purchases could be made from time to time in the open market over two years. At the program’s
expiration, November 2, 2021, $20.4 million worth of shares expired from the program.
On October 28, 2021, our board of directors authorized a new program to repurchase up to $50.0 million of our common
stock. Under the program, purchases may be made from time to time in the open market or in privately negotiated
purchases, or both. The new share repurchase program became effective on November 28, 2021 and expires on November
28, 2023.
See Note K to our consolidated financial statements, included in Part II, Item 8, “Financial Statements and Supplementary
Data” of this Annual Report on Form 10-K, for additional information regarding our stock repurchase program.
Item 6. [Reserved]
Not applicable.
SPS COMMERCE, INC.
23
Form 10-K for the Annual Period ended December 31, 2021
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read together with our audited
financial statements and related notes which are included in Part II, Item 8, “Financial Statements and Supplementary Data” of this
Annual Report on Form 10-K. Our actual results could differ materially from those anticipated in the forward-looking statements
included in this discussion as a result of certain factors, including, but not limited to, those discussed in Part I, Item 1A, “Risk Factors”
of this Annual Report on Form 10-K.
Overview
SPS Commerce is a leading provider of cloud-based supply chain management services across our global retail network. Our
products that 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 SPS Commerce provides 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, ensuring
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.
For the years ended December 31, 2021, 2020, and 2019, we generated revenues of $385.3 million, $312.6 million and $279.1
million, respectively. Our quarter ended December 31, 2021 represented our 84th consecutive quarter of revenue growth. Recurring
revenues from recurring revenue customers accounted for 92%, 94%, and 94% of our total revenues for the years ended December 31,
2021, 2020, and 2019, respectively. Our revenues are not concentrated with any customer, as our largest customer represented less
than 1% of total revenues for the years ended December 31, 2021, 2020, and 2019.
Key Financial Terms and Metrics
Sources of Revenues
Fulfillment - Our Fulfillment product provides fulfillment automation and replaces or augments an organization’s existing staff
and trading partner electronic communication infrastructure by enabling easy compliance with retailers’ rulebooks, automatic, digital
exchange of information among numerous trading partners through various protocols, and greater visibility into the journey of an
order.
Analytics - Our Analytics product consists of data analytics applications that enable our customers to improve their visibility
across their supply chains through greater analytics capabilities. When focused on point-of-sale data, for example, retailers and
suppliers can ensure inventory is located where demand is highest. Additionally, retailers improve their visibility into supplier
performance and their understanding of product sell-through.
Other Products - We provide several complimentary products such as our assortment product (which enables accurate order
management and rapid fulfillment) and our community solution (which accelerates vendor onboarding and ensures trading partner
adoption of new supply chain requirements). In addition to our product offerings, we also provide one-time services such as
professional services and testing and certification.
Cost of Revenues and Operating Expenses
Cost of Revenues - Cost of revenues consist primarily of personnel costs for our customer success and implementation teams,
customer support personnel, and application support personnel as well as network services costs.
Sales and Marketing Expenses - Sales and marketing expenses consist primarily of personnel costs for our sales, marketing and
product management teams, commissions earned by our sales personnel and marketing costs.
Research and Development Expenses - Research and development expenses consist primarily of personnel costs for
development of new and maintenance of existing products, net of amounts capitalized as developed software.
SPS COMMERCE, INC.
24
Form 10-K for the Annual Period ended December 31, 2021
General and Administrative Expenses - General and administrative expenses consist primarily of personnel costs for finance,
human resources, and internal information technology support, as well as legal, accounting, and other fees, such as bad debt expense
and credit card processing fees.
Overhead Allocation - We allocate overhead expenses such as rent, certain employee benefit costs, office supplies and
depreciation of general office assets to cost of revenues and operating expenses categories based on headcount.
Metrics and Non-GAAP Measures
Recurring Revenue Customers - As of December 31, 2021, we had approximately 37,500 customers with contracts to pay us
recurring fees, which we refer to as recurring revenue customers. A small portion of our recurring revenue customers consist of
separate units within a larger organization. We treat each of these units, which may include divisions, departments, affiliates and
franchises, as distinct customers.
Wallet Share - We calculate average recurring revenues per recurring revenue customer, which we also refer to as wallet share,
by dividing the recurring revenues from recurring revenue customers for the period by the average of the beginning and ending
number of recurring revenue customers for the period.
Non-GAAP Financial Measures - To supplement our financial statements, we also provide investors with Adjusted EBITDA,
Adjusted EBITDA Margin, and non-GAAP income per share, which are non-GAAP financial measures. We believe that these non-
GAAP measures provide useful information to management 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 the Company’s
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 measures are also presented to our board of directors.
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.”
Critical Accounting Policies and Estimates
The discussion of our financial condition and results of operations is based upon our consolidated financial statements, which
are prepared in accordance with GAAP. The preparation of these consolidated 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.
We believe that our critical accounting policies and estimates, which are described in the notes to our consolidated financial
statements, involve a greater degree of judgment and complexity and are material to our financial statement presentation. 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 for uncertain matters that could have a material effect on our financial condition and
results of operations. Accordingly, these are the policies we believe are the most critical to aid in fully understanding and evaluating
our financial condition and results of operations.
Revenue Recognition
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. Set-up fees are specific for each connection a customer has with a trading partner and many of our
customers have connections with numerous trading partners. These nonrefundable fees are necessary for our customers to utilize our
services and do not provide any standalone value.
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.
SPS COMMERCE, INC.
25
Form 10-K for the Annual Period ended December 31, 2021
Internal-Use Software
Internal-use software consists of capitalized costs incurred during the application development stage, which include costs related
to the design of the chosen path, coding, installation of the hardware necessary to run the software, and any testing done before the
operational stage. Costs incurred during the preliminary project stage and post-implementation stage are expensed as incurred.
Internal-use software is amortized over the estimated useful life, three years, commencing on the date when the asset is ready for its
intended use. Amortization is computed using the straight-line method. Maintenance and enhancements of internal-use software are
expensed as incurred.
Business Combinations
We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and intangible assets
acquired based on their estimated fair values as of the acquisition date. The excess of the fair value of purchase consideration over the
fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require us to make significant estimates
and assumptions, especially with respect to intangible assets.
Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from
acquired customers and acquired technology from a market participant perspective, useful lives, and discount rates. Significant
estimates in valuing liabilities for contingent consideration include, but are not limited to, discount rates, projected financial results of
the acquired businesses based on our most recent internal forecasts, and factors indicating the probability of achieving the forecasted
results.
Our estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and
unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is not to exceed one
year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset
to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.
Results of Operations
Year Ended December 31, 2021 Compared to Year Ended December 31, 2020
The following table presents our results of operations for the periods indicated:
(dollars in thousands)
Revenues
Cost of revenues
Gross profit
Operating expenses
Sales and marketing
Research and development
General and administrative
Amortization of intangible assets
Total operating expenses
Income from operations
Other income (expense), net
Income before income taxes
Income tax expense
Net income
Year Ended December 31,
2021
% of revenue
2020
% of revenue
Change
%
$ 385,276
131,678
253,598
100.0 % $ 312,630
99,836
212,794
34.2
65.8
100.0 % $ 72,646
31,842
40,804
31.9
68.1
23.2 %
31.9
19.2
88,044
39,038
61,305
10,126
198,513
55,085
(1,544 )
53,541
8,944
$ 44,597
22.9
10.1
15.9
2.6
51.5
14.3
(0.4 )
13.9
2.3
75,955
31,024
50,119
5,538
162,636
50,158
2,522
52,680
7,094
11.6 % $ 45,586
24.3
9.9
16.0
1.8
52.0
16.0
0.8
16.9
2.3
14.6 % $
12,089
8,014
11,186
4,588
35,877
4,927
(4,066 )
861
1,850
(989 )
15.9
25.8
22.3
82.8
22.1
9.8
(161.2 )
1.6
26.1
(2.2 )%
Revenues - The increase in revenues resulted from two primary factors: the increase in recurring revenue customers, which is
driven 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 13% to 37,500 at December 31, 2021 from 33,150 at December 31,
2020 due to sales and marketing efforts to acquire new customers and due to new acquisitions.
Wallet share increased 9% to $10,050 at December 31, 2021 from $9,250 at December 31, 2020. This was primarily
attributable to increased usage of our products by our recurring revenue customers.
SPS COMMERCE, INC.
26
Form 10-K for the Annual Period ended December 31, 2021
Recurring revenues from recurring revenue customers increased 20% in 2021, as compared to 2020, and accounted for 92% and
94% of our total revenues in 2021 and 2020, 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 and on new sources of
revenues.
Cost of Revenues - The increase in cost of revenues was primarily due to increased headcount which resulted in an increase of
$26.3 million in personnel-related costs and an increase of $2.8 million in stock-based compensation. Additionally, as we continued to
invest in the infrastructure supporting our platform, depreciation expense increased by $1.7 million.
Sales and Marketing Expenses - The increase in sales and marketing expense was primarily due to increased headcount which
resulted in an increase of $5.9 million in personnel-related costs, an increase of $1.6 million in sales commissions, and an increase of
$2.1 million in stock-based compensation. Also, with continued business growth, our referral partners costs increased $2.4 million.
Research and Development Expenses - The increase in research and development expense was primarily due to increased
headcount which resulted in increases of personnel costs of $5.9 million and stock-based compensation of $0.8 million. In addition,
there was an increase in software subscription expense of $1.4 million.
General and Administrative Expenses - The increase in general and administrative expense was primarily due to increased
headcount which resulted in an increase in personnel-related costs of $5.8 million and a stock-based compensation increase of $2.9
million. The remaining increase primarily related to supporting continued business growth which resulted in increased general and
administrative costs, such as credit card fees, professional fees, and software subscriptions.
Amortization of Intangible Assets - The increase in amortization of intangible assets was driven by the amortization of the
acquired intangible assets related to recent business combinations.
Other Income (Expense) - The change was primarily due to unfavorable foreign currency exchange rate changes and decreased
investment income.
Income Tax Expense - The increase in income tax expense was due to an increase in nondeductible executive compensation
and an increase in pre-tax income. 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. See Note M to our
consolidated financial statements, included in this Annual Report on Form 10-K, for additional information regarding our income
taxes.
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 year ended December 31, 2021, other adjustments include disposals of cloud hosting arrangement
implementation costs and 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. For the year ended December
31, 2020, other adjustments included the expense impact from the disposals of certain capitalized internally developed software and
cloud hosting arrangement implementation costs in addition to an earn-out liability fair value adjustment. The following table provides
a reconciliation of net income to Adjusted EBITDA:
(in thousands)
Net income
Income tax expense
Depreciation and amortization of property and equipment
Amortization of intangible assets
Stock-based compensation expense
Realized (gain) loss from foreign currency on cash and investments held
Investment income
Other
Adjusted EBITDA
Year Ended December 31,
2021
2020
$
$
44,597 $
8,944
14,788
10,126
27,574
1,456
(278 )
(192 )
107,015 $
45,586
7,094
13,127
5,538
18,936
(1,753 )
(1,208 )
(326 )
86,994
SPS COMMERCE, INC.
27
Form 10-K for the Annual Period ended December 31, 2021
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:
(in thousands, except Margin and Adjusted EBITDA Margin)
Revenue
Net income
Margin
Adjusted EBITDA
Adjusted EBITDA Margin
Year Ended December 31,
2021
2020
$
385,276 $
312,630
44,597
12 %
$
107,015 $
28 %
45,586
15 %
86,994
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, and 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 stock outstanding during
each period. For the year ended December 31, 2021, other adjustments include disposals of cloud hosting arrangement implementation
costs and 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. For the year ended December 31, 2020, other
adjustments included the expense impact from the disposals of certain capitalized internally developed software and cloud hosting
arrangement implementation costs in addition to an earn-out liability fair value adjustment.
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:
(in thousands, except per share amounts)
Net income
Stock-based compensation expense
Amortization of intangible assets
Realized (gain) loss from foreign currency on cash and investments held
Other
Income tax effects of adjustments
Non-GAAP income
Shares used to compute non-GAAP income per share
Basic
Diluted
Non-GAAP income per share
Basic
Diluted
Year Ended December 31,
2021
2020
44,597 $
27,574
10,126
1,456
(192 )
(16,454 )
67,107 $
35,928
36,962
1.87 $
1.82 $
45,586
18,936
5,538
(1,753 )
(326 )
(12,285 )
55,696
35,226
36,285
1.58
1.53
$
$
$
$
Year Ended December 31, 2020 Compared to Year Ended December 31, 2019
The discussion of our results from operations for the year ended December 31, 2020 compared to the year ended December 31,
2019 can be found in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in
the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.
Liquidity and Capital Resources
At December 31, 2021, our principal sources of liquidity were cash and cash equivalents, and short-term investments totaling
$257.3 million, and net accounts receivable of $34.6 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, U.S. treasury securities and U.S. corporate bonds.
The summary of activity within the consolidated statements of cash flows was as follows:
SPS COMMERCE, INC.
28
Form 10-K for the Annual Period ended December 31, 2021
(in thousands)
Net cash provided by operating activities
Net cash used in investing activities
Net cash provided by (used in) financing activities
Net Cash Flows from Operating Activities
Twelve Months Ended
December 31,
2021
2020
$
$
112,893 $
(46,703 )
(8,361 )
$
88,562
(120,469 )
2,328
The increase in cash provided by operating activities was primarily driven by an increase in non-cash expenses and changes
in operating assets and liabilities. Significant changes in non-cash items included increased stock-based compensation and
amortization of intangible assets resulting from business expansion. Significant changes in operating assets and liabilities included
increases in deferred revenue and accrued compensation balances. This was partially offset by decreases in other assets and deferred
costs.
Net Cash Flows from Investing Activities
The decrease in net cash used in investing activities was primarily due to decreased cash used for acquisitions of business and
intangible assets, driven by the larger acquisition in 2020 as compared to 2021.
Net Cash Flows from Financing Activities
The change in net cash flows from financing activities was primarily due to the decrease in net proceeds from stock option
exercises.
The discussion of our liquidity and capital resources for the year ended December 31, 2020 compared to the year ended
December 31, 2019 can be found in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.
Contractual and Commercial Commitment Summary
Our contractual obligations and commercial commitments as of December 31, 2021 are summarized below:
(in thousands)
Operating lease obligations, including imputed interest
Purchase commitments
Total
Future Capital Requirements
Payments Due by Period
Less Than
1 Year
1-3 Years
3-5 Years
More Than
5 Years
Total
$
$
4,865 $
6,462
11,327 $
8,944 $
3,460
12,404 $
7,631 $
-
7,631 $
1,269 $
-
1,269 $
22,709
9,922
32,631
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.
We believe our cash, cash equivalents, investments, and cash flows from our operations will be sufficient to meet our working
capital and capital expenditure requirements for at least the next twelve months.
Off-Balance Sheet Arrangements
SPS COMMERCE, INC.
29
Form 10-K for the Annual Period ended December 31, 2021
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 II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” of this Annual Report on
Form 10-K.
During the last three years, inflation and changing prices have not had a material effect on our business and we do not expect
that inflation or changing prices will materially affect our business in the foreseeable future.
Recent Accounting Pronouncements
For information regarding recent accounting pronouncements, refer to Note A, General, in our Notes to Consolidated Financial
Statements in the sections entitled “Recently Adopted Accounting Pronouncements” and “Accounting Pronouncements Not Yet
Adopted” as applicable, included in Part II, Item 8, “Financial Instruments and Supplementary Data” of this Annual Report on Form
10-K.
SPS COMMERCE, INC.
30
Form 10-K for the Annual Period ended December 31, 2021
Item 7A. 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 exposure. We do not enter into
investments for trading or speculative purposes.
We did not have any variable interest rate outstanding debt as of December 31, 2021. 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 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 December 31, 2021, we maintained approximately 8% 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.
SPS COMMERCE, INC.
31
Form 10-K for the Annual Period ended December 31, 2021
Item 8.
Financial Statements and Supplementary Data
SPS Commerce, Inc. and Subsidiaries Consolidated Financial Statements
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Comprehensive Income
Consolidated Statements of Stockholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
33
37
38
39
40
41
SPS COMMERCE, INC.
32
Form 10-K for the Annual Period ended December 31, 2021
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
SPS Commerce, Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of SPS Commerce, Inc. and subsidiaries (the Company) as of
December 31, 2021 and 2020, the related consolidated statements of comprehensive income, stockholders’ equity, and cash flows for
each of the years in the three-year period ended December 31, 2021, and the related notes (collectively, the consolidated financial
statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the
Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the three-year
period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal
Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our
report dated February 22, 2022 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial
reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to
error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining,
on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements
that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are
material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a
whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on
the accounts or disclosures to which it relates.
Assessment of the capitalized internal costs to develop internal-use software
As discussed in Note A to the consolidated financial statements, the Company capitalizes costs incurred to develop internal-use
software during the application development stage. Capitalized internal-use software is recorded within property and equipment
and depreciated over the estimated useful life.
We identified the assessment of the capitalized internal costs to develop internal-use software as a critical audit matter. Subjective
auditor judgment was required to assess the stage of software development for new internal-use software or upgrades and
enhancements for existing internal-use software, which determines when costs should be capitalized.
SPS COMMERCE, INC.
33
Form 10-K for the Annual Period ended December 31, 2021
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested
the operating effectiveness of certain internal controls related to the Company's internal-use software process. This included
controls related to the evaluation and approval of new internal-use software projects or upgrades and enhancements to existing
internal-use software projects, monitoring of the software development stage, and capitalization of internal costs. We examined a
sample of capitalized internal-use software costs to evaluate costs that were capitalized for new internal-use software or upgrades
and enhancements for existing internal-use software. For each sample, we evaluated the capitalized costs and assessed the stage of
software development by inspecting underlying documentation and inquiring of the Company's technology developers performing
the internal-use software development activities regarding the specific nature, stage of completion, and hours incurred on the
project.
We have served as the Company’s auditor since 2013.
Minneapolis, Minnesota
February 22, 2022
/s/ KPMG LLP
SPS COMMERCE, INC.
34
Form 10-K for the Annual Period ended December 31, 2021
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
SPS Commerce, Inc.:
Opinion on Internal Control Over Financial Reporting
We have audited SPS Commerce, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31,
2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal
control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, the related consolidated statements of
comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2021,
and the related notes (collectively, the consolidated financial statements), and our report dated February 22, 2022 expressed an
unqualified opinion on those consolidated financial statements.
The Company acquired the Genius Central business during 2021, and management excluded from its assessment of the effectiveness
of the Company’s internal control over financial reporting as of December 31, 2021, Genius Central’s internal control over financial
reporting associated with total consolidated assets of less than 1% and total consolidated revenues of less than 1%, in the consolidated
financial statements of the Company as of and for the year ended December 31, 2021. Our audit of internal control over financial
reporting of the Company also excluded an evaluation of the internal control over financial reporting of the Genius Central business.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of
the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal
Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial
reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with
respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities
and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting,
assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control
based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances.
We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect
on the financial statements.
SPS COMMERCE, INC.
35
Form 10-K for the Annual Period ended December 31, 2021
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Minneapolis, Minnesota
February 22, 2022
/s/ KPMG LLP
SPS COMMERCE, INC.
36
Form 10-K for the Annual Period ended December 31, 2021
SPS COMMERCE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
December 31,
2021
2020
(in thousands, except shares)
Current assets
Cash and cash equivalents
Short-term investments
Accounts receivable
Allowance for credit losses
Accounts receivable, net
Deferred costs
Other assets
Total current assets
Property and equipment, net
Operating lease right-of-use assets
Goodwill
Intangible assets, net
Investments, non-current
Other assets
Deferred costs, non-current
Deferred income tax assets
Other assets, non-current
Total assets
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable
Accrued compensation
Accrued expenses
Deferred revenue
Operating lease liabilities
Total current liabilities
Other liabilities
Deferred revenue, non-current
Operating lease liabilities, non-current
Deferred income tax liabilities
Total liabilities
Commitments and contingencies
Stockholders' equity
$
$
$
207,552 $
49,758
38,811
(4,249 )
34,562
44,529
16,042
352,443
31,901
10,851
143,663
58,587
—
15,191
182
3,028
615,846 $
8,330 $
31,661
8,345
50,428
4,108
102,872
5,144
16,426
7,145
131,587
149,692
37,786
37,811
(4,233 )
33,578
37,988
12,312
271,356
26,432
15,581
134,853
60,230
2,500
12,607
194
2,705
526,458
5,354
22,872
11,161
37,947
2,798
80,132
2,996
19,672
2,937
105,737
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; 37,798,610 and 37,100,467
shares issued; and 36,009,257 and 35,487,217 shares outstanding, respectively
Treasury Stock, at cost; 1,789,353 and 1,613,250 shares, respectively
Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss
Total stockholders’ equity
Total liabilities and stockholders’ equity
$
—
—
38
(85,677 )
433,258
138,087
(1,447 )
484,259
615,846 $
37
(65,247 )
393,462
93,490
(1,021 )
420,721
526,458
See accompanying notes to these consolidated financial statements.
SPS COMMERCE, INC.
37
Form 10-K for the Annual Period ended December 31, 2021
SPS COMMERCE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands, except per share amounts)
Revenues
Cost of revenues
Gross profit
Operating expenses
Sales and marketing
Research and development
General and administrative
Amortization of intangible assets
Total operating expenses
Income from operations
Other income (expense), net
Income before income taxes
Income tax expense
Net income
Other comprehensive income (expense)
Foreign currency translation adjustments
Unrealized gain (loss) on investments, net of tax of ($34), ($3), and $122
respectively
Reclassification of (gain) loss on investments into earnings, net of tax of
$63, ($52), and ($133), respectively
Total other comprehensive income (expense)
Comprehensive income
Net income per share
Basic
Diluted
Weighted average common shares used to compute net income per share
Basic
Diluted
$
$
$
$
2021
Year Ended December 31,
2020
2019
$
385,276 $
131,678
253,598
312,630 $
99,836
212,794
88,044
39,038
61,305
10,126
198,513
55,085
(1,544 )
53,541
8,944
44,597 $
75,955
31,024
50,119
5,538
162,636
50,158
2,522
52,680
7,094
45,586 $
279,124
92,239
186,885
70,140
28,305
44,719
5,315
148,479
38,406
3,664
42,070
8,358
33,712
(514 )
1,097
1,290
(102 )
(10 )
367
190
(426 )
44,171 $
(157 )
930
46,516 $
(398 )
1,259
34,971
1.24 $
1.21 $
1.29 $
1.26 $
0.96
0.94
35,928
36,962
35,226
36,285
35,024
36,002
See accompanying notes to these consolidated financial statements.
SPS COMMERCE, INC.
38
Form 10-K for the Annual Period ended December 31, 2021
SPS COMMERCE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Common Stock
Treasury Stock
Shares
Amount
Shares
Amount
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Total
Comprehensive Stockholders'
Loss
Equity
34,691,472 $
—
36
—
823,784 $
—
(25,679 ) $
—
332,574 $
13,365
15,261 $
—
(3,218 ) $
—
318,974
13,365
536,034
58,851
(417,564 )
(5,522 )
—
—
—
—
—
34,863,271 $
—
934,015
61,833
(371,902 )
—
—
—
—
—
35,487,217 $
—
642,417
55,726
(176,103 )
—
—
—
—
—
—
—
—
—
—
—
—
36
—
1
—
—
—
—
—
—
—
37
—
1
—
—
—
—
—
—
6,207
—
—
—
—
2,269
(20,618 )
(300 )
33,712
—
—
6,207
—
417,564
—
(20,618 )
2,269
—
—
—
—
—
—
—
—
—
—
—
—
(300 )
—
—
33,712
—
—
—
—
1,290
1,290
367
367
—
—
1,241,348 $
—
—
—
(46,297 ) $
—
—
—
354,115 $
17,382
—
—
48,973 $
—
(398 )
8
(1,951 ) $
—
(398 )
8
354,876
17,382
—
—
18,591
—
—
18,592
—
371,902
—
—
(18,950 )
—
3,374
—
—
—
—
45,586
—
—
—
3,374
(18,950 )
45,586
—
—
—
—
—
—
—
—
1,097
1,097
(10 )
(10 )
—
—
1,613,250 $
—
—
—
(65,247 ) $
—
—
—
393,462 $
25,686
—
(1,069 )
93,490 $
—
(157 )
—
(1,021 ) $
—
(157 )
(1,069 )
420,721
25,686
—
—
9,373
—
—
9,374
—
176,103
—
—
(20,430 )
—
4,737
—
—
—
—
44,597
—
—
—
4,737
(20,430 )
44,597
—
—
—
—
—
—
—
—
(514 )
(514 )
(102 )
(102 )
—
36,009,257 $
—
38
—
1,789,353 $
—
(85,677 ) $
—
433,258 $
—
138,087 $
190
(1,447 ) $
190
484,259
See accompanying notes to these consolidated financial statements.
(in thousands, except shares)
Balances, December 31, 2018
Stock-based compensation
Shares issued pursuant to stock
awards
Employee stock purchase plan
activity
Repurchases of common stock
Settlement and subsequent return
of shares
Net income
Foreign currency translation
adjustments
Unrealized gain on investments,
net of tax
Reclassification of gain on
investments into earnings, net of
tax
Adoption of ASU 2018-02
Balances, December 31, 2019
Stock-based compensation
Shares issued pursuant to stock
awards
Employee stock purchase plan
activity
Repurchases of common stock
Net income
Foreign currency translation
adjustments
Unrealized loss on investments,
net of tax
Reclassification of gain on
investments into earnings, net of
tax
Adoption of ASU 2016-13
Balances, December 31, 2020
Stock-based compensation
Shares issued pursuant to stock
awards
Employee stock purchase plan
activity
Repurchases of common stock
Net income
Foreign currency translation
adjustments
Unrealized loss on investments,
net of tax
Reclassification of loss on
investments into earnings, net of
tax
Balances, December 31, 2021
SPS COMMERCE, INC.
39
Form 10-K for the Annual Period ended December 31, 2021
SPS COMMERCE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Cash flows from operating activities
Net income
Reconciliation of net income to net cash provided by operating
activities
Deferred income taxes
Change in earn-out liability
Depreciation and amortization of property and equipment
Amortization of intangible assets
Provision for credit losses
Stock-based compensation
Other, net
Changes in assets and liabilities, net of effects of
acquisition
Accounts receivable
Deferred costs
Other current and non-current assets
Accounts payable
Accrued compensation
Accrued expenses
Deferred revenue
Operating leases
Net cash provided by operating activities
Cash flows from investing activities
Purchases of property and equipment
Purchases of investments
Maturities of investments
Acquisition of business and intangible assets, net
Net cash used in investing activities
Cash flows from financing activities
Repurchases of common stock
Net proceeds from exercise of options to purchase common stock
Net proceeds from employee stock purchase plan activity
Payment for contingent consideration
Net cash provided by (used in) financing activities
Effect of foreign currency exchange rate changes
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Supplemental disclosure of cash flow information
Cash paid for income taxes, net
Non-cash financing activities:
2021
Year Ended December 31,
2020
2019
$
44,597 $
45,586 $
33,712
3,881
—
14,788
10,126
4,717
27,574
323
(4,959 )
(9,299 )
(6,181 )
2,259
6,775
1,017
14,483
2,792
112,893
(19,588 )
(121,242 )
111,193
(17,066 )
(46,703 )
(20,430 )
9,374
4,737
(2,042 )
(8,361 )
31
57,860
149,692
207,552 $
4,241
(85 )
13,127
5,538
5,660
18,936
(24 )
(5,922 )
(3,414 )
1,201
1,214
(1,257 )
563
4,432
(1,234 )
88,562
(16,467 )
(74,797 )
69,461
(98,666 )
(120,469 )
(18,950 )
18,592
3,374
(688 )
2,328
19
(29,560 )
179,252
149,692 $
7,581
(445 )
11,123
5,315
3,499
14,690
(574 )
(6,771 )
(1,441 )
(2,768 )
(489 )
319
706
6,366
971
71,794
(13,585 )
(73,700 )
84,472
(11,500 )
(14,313 )
(20,618 )
6,207
2,269
—
(12,142 )
54
45,393
133,859
179,252
9,979 $
1,656 $
1,545
$
$
Net purchases of property and equipment on account
(683 )
(551 )
322
See accompanying notes to these consolidated financial statements.
SPS COMMERCE, INC.
40
Form 10-K for the Annual Period ended December 31, 2021
SPS COMMERCE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 SPS Commerce provides 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, ensuring
that suppliers, grocers, distributors, and logistics firms can satisfy exacting retailer requirements.
Basis of Presentation
The accompanying 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 consolidated financial statements.
On July 25, 2019, we announced that our board of directors declared a two-for-one stock split of our common stock, effected in
the form of a 100 percent stock dividend as of the record date on August 8, 2019. The stock split dividend was distributed on August
22, 2019. Earnings per share and weighted average shares outstanding are presented in this Annual Report on Form 10-K after the
effect of the 100 percent stock dividend. The two-for-one stock split is reflected in the share amounts in all periods presented in this
Annual Report on Form 10-K.
Foreign Currency Translation
The functional currency of our foreign operations is generally the applicable local currency. The functional currency is
translated into U.S. dollars for balance sheet accounts using current exchange rates in effect as of the balance sheet date and for
revenue and expense accounts using an average exchange rate during the year. The translation adjustments are deferred as a
component of other comprehensive income within the consolidated statements of comprehensive income and the consolidated
statements of stockholders' equity. Gains or losses resulting from transactions denominated in foreign currencies are included in other
income (expense), net in our consolidated statements of comprehensive income.
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 and 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.
Business Combinations
We recognize the fair value of the assets acquired and the liabilities assumed at the acquisition date, separately from goodwill.
Goodwill as of the acquisition date is measured as the excess of consideration transferred over the amount of the assets acquired and
the liabilities assumed.
Assets acquired include tangible and intangible assets. We use estimates and assumptions that we believe are reasonable as a
part of the purchase price allocation, which includes the process to determine the value and useful lives of purchased intangible assets
and the process to determine the value of any contingent consideration liabilities. We record the acquisition-date fair value of any
contingent liabilities, such as earn-out provisions, as part of the consideration transferred, if present. The unsettled earn-out liability, if
any, fair value is subsequently remeasured at each reporting date.
While we believe these estimates and assumptions are reasonable, they are inherently uncertain and subject to refinement. As a
result, during the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the fair
value of the assets acquired and the liabilities assumed. Any such adjustments would be recorded as an offset to goodwill or a working
SPS COMMERCE, INC.
41
Form 10-K for the Annual Period ended December 31, 2021
capital adjustment as applicable. Upon the conclusion of the measurement period or final determination of the fair values, whichever
comes first, any subsequent adjustments would be recorded in our consolidated statements of comprehensive income.
Segment Information
Our Chief Executive Officer acts as the Company’s chief operating decision maker and reviews financial information presented
on a consolidated basis for purposes of allocating resources and evaluating financial performance. There are no segment managers
who are held accountable by the chief operating decision maker, or anyone else, for operations, operating results and planning for
levels or components below the consolidated unit level. Accordingly, we determined we have one operating and reportable segment,
which is supply chain management products.
Concentration of Credit Risk
Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and cash equivalents
in financial institutions in excess of federally insured limits and accounts receivable. Cash and cash equivalents are held with financial
institutions that we believe are subject to minimal risk.
Cash and Cash Equivalents
Cash and cash equivalents consist of cash and highly liquid investments with original maturities of less than 90 days.
Investments
We invest in money market funds, certificates of deposit, highly liquid debt instruments of the United States (“U.S.”)
government and U.S. corporate debt securities. Investments with remaining maturities of less than one year from the balance sheet
date are classified as Short-term investments whereas those with remaining maturities of more than one year from the balance sheet
date are classified as Investments, non-current.
We determine the appropriate classification of certificates of deposit and marketable securities at the time of purchase and
reevaluate such determination at each balance sheet date.
Securities classified as available for sale are carried at fair value and the unrealized gains and losses on these investments, net of
taxes, are included in accumulated other comprehensive loss in the consolidated balance sheets. Realized gains or losses are included
in other income (expense), net in the consolidated statements of comprehensive income. Certain securities accrue interest that is
included in other income (expense), net. When a determination has been made that the fair value of a marketable security is below its
amortized cost basis, the portion of the unrealized loss that corresponds to a credit-related factor is realized through a credit allowance
on the marketable security and the equivalent expense is realized in other income (expense), net in the consolidated statements of
comprehensive income.
Fair Value of Other Financial Instruments
The carrying amounts of our short-term financial instruments, which include cash, cash equivalents, accounts receivable, and
accounts payable, approximates fair value due to their short-term nature.
Accounts Receivable
Accounts receivable are initially recorded upon the sale and invoicing of products to customers. Credit is granted in the normal
course of business without collateral. Accounts receivable are stated net of allowances for credit losses, which represent estimated
losses resulting from customers not making required payments on accounts receivables. When determining the allowance, we pool our
outstanding accounts receivable invoices based on the contractual due date of payment. We take several factors into consideration for
estimated credit losses by pool, primarily our historical credit losses, with additional adjustments made for current and future macro-
economic conditions and retail bankruptcy trends. We write-off accounts receivable when they are determined to be uncollectible.
Changes in the allowance are recorded as bad debt expense and are included in general and administrative expense in our consolidated
statements of comprehensive income.
Property and Equipment
Property and equipment, including assets acquired under capital lease obligations, are stated at cost, net of accumulated
depreciation and amortization. Depreciation and amortization expense is calculated using the straight-line method over the estimated
useful lives when placed in service.
SPS COMMERCE, INC.
42
Form 10-K for the Annual Period ended December 31, 2021
We capitalize and amortize eligible costs to acquire or develop internal-use software that are incurred during the application
development stage. Costs incurred during the preliminary project stage and post-implementation stage are expensed as incurred.
Amortization expense for internal-use software is calculated using the straight-line method over the estimated useful life, commencing
on the date when the asset is ready for its intended use.
The estimated useful lives of property and equipment were as follows:
Computer equipment and software
Office equipment and furniture
Leasehold improvements
Internal-use software
Estimated Useful Life
2-3 years
5-7 years
Shorter of the useful life of the asset or the remaining term of the lease
3 years
Significant additions or improvements extending asset lives beyond one year are capitalized, while repairs and maintenance are
charged to expense as incurred. The assets and related accumulated depreciation and amortization are adjusted for asset retirements
and disposals with the resulting gain or loss included in our consolidated statements of comprehensive income.
Maintenance and enhancements of internal-use software are expensed as incurred. The assets and related accumulated
amortization are adjusted for abandoned internal-use software with the resulting gain or loss included in our consolidated statements
of comprehensive income.
Leases
We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use assets,
current operating lease liabilities, and long-term operating lease liabilities in our consolidated balance sheets.
Right-of-use (“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our
obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement
date based on the present value of lease payments over the lease term. We use the implicit interest rate when readily determinable. We
estimate the discount rate for a similar collateralized asset by estimating costs of borrowing. The operating lease ROU asset also
includes any lease payments made and lease incentives that have been incurred. The options to extend our leases are not recognized as
part of our ROU assets and lease liabilities unless it is reasonably certain that we will exercise that option. Lease expense for lease
payments is recognized on a straight-line basis over the lease term. For all leases, we combine non-lease components with the related
lease components and account for it as a single lease component. The ROU assets are subject to the same impairment process as our
long-lived assets. Additionally, we review our lease liabilities for remeasurement whenever there is a triggering event or when
relevant facts and circumstances change.
Research and Development
Research and development costs primarily include maintenance and data conversion activities related to our cloud-based supply
chain management products and are expensed as incurred.
Goodwill
Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in business
combinations. We test goodwill for impairment annually at November 30, or more frequently if events or changes in circumstances
indicate that the asset might be impaired. The impairment test is conducted by comparing the fair value of the net assets with the
carrying amount of the reporting unit. We determine the fair value of the reporting unit based on our market capitalization at the
testing date. If the carrying amount exceeds the fair value of the reporting unit, we would recognize an impairment loss in the
consolidated statements of comprehensive income, to the extent that the carrying amount exceeds fair value.
Intangible Assets
Assets acquired in business combinations may include identifiable intangible assets such as subscriber relationships and
developed technology. We recognize the fair value of the identifiable intangible assets acquired separately from goodwill. We have
determined the fair value and useful lives of our purchased intangible assets using certain estimates and assumptions that we believe
are reasonable.
The purchased intangible assets are being amortized on a straight-line basis over their estimated useful lives.
SPS COMMERCE, INC.
43
Form 10-K for the Annual Period ended December 31, 2021
The estimated useful lives for intangible were as follows:
Subscriber relationships
Acquired technology
Third-Party Implementation Assets
Estimated Useful Life
7-10 years
3-10 years
Third-party implementation costs are capitalized assets included in Other Assets and relate to implementation costs incurred for
software hosting arrangements.
Capitalized implementation costs are recognized on a straight-line basis beginning when the application is ready for its intended
use and ending on the expected termination date of the hosting arrangement, including consideration of the noncancelable contractual
term and reasonably certain renewals.
The original terms are between four and six years for our current hosting arrangements. Recognized expense is reported in
general and administrative expense, which is where the hosting arrangement subscriptions are reported.
Impairment of Long-Lived Assets
We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount
may not be recoverable. The carrying amount of a long-lived asset is not recoverable if the carrying amount of an asset group exceeds
the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the assets at the date it is tested for
recoverability, whether in use or under development. An impairment loss is measured and recorded as an expense in the consolidated
statements of comprehensive income as the amount by which the carrying amount of a long-lived asset exceeds its fair value.
Revenue Recognition
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.
We determine revenue recognition through the following steps:
Identification of the contract, or contracts, with a customer
Identification of the performance obligations in the contract
Determination of the transaction price
Allocation of the transaction price to the performance obligations in the contract
Recognition of revenue when, or as, we satisfy a performance obligation
See Note C for further descriptions of our revenue recognition policy.
Deferred Costs
Deferred costs are those that are incurred to fulfill or obtain customer contracts and that are considered incremental and
recoverable costs. These consist primarily of customer implementation costs, commissions paid to sales personnel and third-party
partners for customer referrals, respectively. These costs are deferred and amortized over the expected period of benefit which we
have determined to be two years.
Customer implementation costs are based on actual costs incurred. Related amortization expense is included in cost of revenues
in the accompanying consolidated statements of comprehensive income.
Sales commissions are calculated based on estimated annual recurring revenue to be generated over the customer’s initial
contract period. Related amortization expense is included in sales and marketing expenses in the consolidated statements of
comprehensive income.
Stock-Based Compensation
We recognize the cost of all share-based payments to employees, executive officers, and non-employee members of the
Company’s Board of Directors, including grants of incentive and nonqualified stock options, performance share units (“PSUs”),
restricted stock awards (“RSAs”), restricted stock units (“RSUs”), deferred stock units (“DSUs”), employee stock purchase plan
(“ESPP”) activity, and 401(k) stock match in the consolidated financial statements based on the grant date fair value of those awards.
SPS COMMERCE, INC.
44
Form 10-K for the Annual Period ended December 31, 2021
This cost is recognized over the period for which an 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.
RSAs result in the issuance of new shares when granted. For other stock-based awards, new shares are issued when the award is
exercised, vested, or released according to the terms of the agreement.
The fair value of stock options and ESPP activity is estimated using the Black-Scholes-Merton option valuation model. The fair
value for RSAs, RSUs, and DSUs is the closing market value of the underlying stock on the date of grant less the purchase price (if
any). The fair value of PSUs is estimated using a Monte Carlo simulation.
In valuing share-based awards, excluding PSUs, judgment is required in determining the expected volatility of common stock
and the expected term individuals will hold their share-based awards prior to exercising. The expected volatility of the options is based
on the historical volatility of our common stock. Beginning with awards granted in 2020, the expected term of the options is derived
from historical data on option holder exercises and post-vesting employment termination behavior. For awards granted prior to 2020,
the expected term of the options was based on the simplified method.
Additional valuation inputs include our expected non-issuance of future common stock dividends and the risk-free interest rate
that is based on the U.S. Treasury rates at the date of grant with maturity dates approximately equaling the expected life at the grant
date. For PSUs, the Monte Carlo simulation utilizes multiple input variables that determine the probability of satisfying the
performance conditions stipulated in the award. For all awards, we recognize forfeitures as they occur.
Income Taxes
We account for income taxes using the asset and liability method, which requires recognition of deferred tax assets and
liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under
this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of
assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets
are reduced by a valuation allowance when, in our judgment, it is more likely than not that some or all of the deferred tax asset will
not be realized.
We assess our ability to realize our deferred tax assets at the end of each reporting period. Realization of our deferred tax assets
is contingent upon future taxable earnings. Accordingly, this assessment requires estimates and judgment. If the estimates of future
taxable income vary from actual results, our assessment regarding the realization of these deferred tax assets could change. Future
changes in the estimated amount of deferred taxes expected to be realized will be reflected in our consolidated financial statements in
the period the estimate is changed, with a corresponding adjustment to our operating results.
We recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would “more
likely than not” sustain the position following an audit. For tax positions meeting the “more likely than not” threshold, the amount
recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate
settlement with the relevant tax authority.
It is our practice to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax
expense.
SPS COMMERCE, INC.
45
Form 10-K for the Annual Period ended December 31, 2021
Net Income Per Share
Basic net income per share has been computed using the weighted average number of shares of common stock outstanding
during each period. Diluted net income per share also includes the impact of our outstanding potential common shares, including
options, RSAs, RSUs, PSUs, DSUs and ESPP activity. Potential common shares that are anti-dilutive are excluded from the
calculation of diluted net income per share.
Accounting Pronouncements Not Yet Adopted
Standard
ASU 2021-08,
Business
Combinations (Topic
805) - Accounting for
Contract Assets and
Contract Liabilities
from Contracts with
Customers
Date of Issuance Description
October 2021 This amendment requires that an
Date of Required
Adoption
Effect on the Financial Statements
January 2023 The adoption of this standard may
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.
have a material impact on the
purchase accounting for business
combinations depending on the
specific amount of contract assets and
liabilities being acquired.
NOTE B – Business Acquisitions
Genius Central
On November 3, 2021, we merged with and correspondingly acquired all of the outstanding equity ownership interests of
Genius Central Systems Inc. (“Genius Central”), a leading provider of order processing services and other supply chain products in the
natural product industry. Pursuant to the membership interest purchase agreement, given a target working capital level, the total
transaction price was $17.4 million. $17.3 million was paid in cash at closing and $0.1 million is due to the sellers as part of the initial
net working capital adjustment.
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 excess of the
purchase price over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill. Goodwill is
attributed to a trained workforce and other buyer-specific value resulting from expected synergies, including long-term cost savings,
which are not included in the fair values of identifiable assets.
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date:
Estimated Fair Value
(in thousands)
Cash
Accounts receivable, net
Deferred tax assets
Other current and non-current assets
Goodwill
Intangible assets
Current liabilities
Deferred revenue
Deferred tax liabilities
Purchased Intangible Assets
$
$
205
353
1,877
115
8,914
8,500
(238 )
(146 )
(2,167 )
17,413
The following table summarizes the estimated fair value of the purchased intangible assets and their estimated useful lives:
(in thousands, except weighted average estimated useful life)
Subscriber relationships
Acquired technology
Total
Weighted Average
Estimated
Fair Value
$
$
6,400
2,100
8,500
Estimated
Useful Life
9 years
7 years
SPS COMMERCE, INC.
46
Form 10-K for the Annual Period ended December 31, 2021
Data Masons
In December 2020, we acquired all of the outstanding equity ownership interests of D Masons Software, LLC (“Data Masons”).
As of December 31, 2020, the purchase accounting for the acquisition was not finalized. During 2021, the only change in the purchase
accounting was a $0.3 million reduction of amounts due from the seller as part of the initial net working capital adjustment and a
corresponding increase to goodwill.
NOTE C – Revenue
We derive our revenues from the following revenue streams:
(in thousands)
Recurring revenues:
Fulfillment
Analytics
Other
Recurring Revenues
One-time revenues
Total revenue
Year Ended December 31,
2021
2020
2019
$
$
306,851
42,674
5,481
355,006
30,270
385,276
$
$
251,272
38,824
4,920
295,016
17,614
312,630
$
$
219,297
37,038
5,671
262,006
17,118
279,124
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,
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 are either in advance or within 30 days of the service being performed.
The recurring revenue contracts are for one year or less and recognized on a ratable basis over the contract term. We have
applied the optional exemption to not disclose information about the remaining performance obligations for recurring revenue
contracts since they have original durations of one year or less.
SPS COMMERCE, INC.
47
Form 10-K for the Annual Period ended December 31, 2021
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 and many of our customers have connections
with numerous trading partners. These nonrefundable fees are necessary for our customers to utilize our services and do not provide
any standalone value.
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:
(in thousands)
Balance, beginning of year
Invoiced set-up fees
Recognized set-up fees
Balance, end of year
Year Ended December 31,
2021
2020
$
$
11,118 $
15,931
(12,590 )
14,459 $
10,518
11,410
(10,810 )
11,118
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.
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.
Deferred Revenue
In the year ended December 31, 2021, we recognized revenue of $37.9 million from amounts included in deferred revenue at
December 31, 2020.
NOTE D – Deferred Costs
The deferred costs activity was as follows:
(in thousands)
Balance, beginning of year
Incurred deferred costs
Amortized deferred costs
Balance, end of year
Year Ended December 31,
2021
2020
$
$
50,595 $
64,076
(54,951 )
59,720 $
46,941
54,421
(50,767 )
50,595
SPS COMMERCE, INC.
48
Form 10-K for the Annual Period ended December 31, 2021
NOTE E – Financial Instruments
Cash equivalents and investments
Cash equivalents and investments consisted of the following:
Amortized
2021
Unrealized
Gains
December 31,
2020
Cost
(Losses), net Fair Value
Cost
Amortized
Unrealized
Losses, net
Fair Value
$
138,205 $
7,268
— $
—
138,205 $
7,268
112,907 $
7,708
— $
—
112,907
7,708
—
34,984
7,500
187,957 $
$
5,069
7,569
20,051
153,304 $
—
7
(1 )
6 $
$
$
—
34,991
7,499
187,963 $
187,963
—
187,963
(29 )
(55 )
(27 )
(111 ) $
$
$
5,040
7,514
20,024
153,193
150,693
2,500
153,193
(in thousands)
Cash equivalents:
Money market funds
Certificate of deposit
Marketable securities:
U.S. corporate bonds
Commercial paper
U.S. treasury securities
Maturing within one year
Maturing within one to two years
Total
Recurring Fair Value Measurements
We measure certain financial assets at fair value on a recurring basis based on a fair value hierarchy that requires us to maximize
the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s
categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The
three levels of inputs that are used to measure fair value are:
Level 1 – quoted prices in active markets for identical assets or liabilities.
Level 2 – observable inputs other than Level 1 prices, such as (a) quoted prices for similar assets or liabilities, (b) quoted
prices in markets with insufficient volume or infrequent transactions (less active markets), or (c) model-derived valuations
in which all significant inputs are observable or can be derived principally from or corroborated by observable market data
for substantially the full term of the assets or liabilities.
Level 3 – unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets
or liabilities.
We obtain the fair values of our Level 2 securities from a professional pricing service.
SPS COMMERCE, INC.
49
Form 10-K for the Annual Period ended December 31, 2021
The following table details the fair value hierarchy of our assets and liabilities measured at a fair value on a recurring basis:
(in thousands)
Assets:
Cash equivalents:
Money market funds
Certificate of deposit
Marketable securities:
U.S. corporate bonds
Commercial paper
U.S. treasury securities
(in thousands)
Assets:
Cash equivalents:
Money market funds
Certificate of deposit
Marketable securities:
U.S. corporate bonds
Commercial paper
U.S. treasury securities
Liabilities:
Contingent consideration
Level 1
Level 2
Level 3
Total
December 31, 2021
$
138,205 $
7,268
— $
—
— $
—
138,205
7,268
—
—
—
145,473 $
—
34,991
7,499
42,490 $
$
—
—
—
— $
—
34,991
7,499
187,963
Level 1
Level 2
Level 3
Total
December 31, 2020
$
112,907 $
7,708
— $
—
— $
—
112,907
7,708
—
—
—
120,615 $
5,040
7,514
20,024
32,578 $
—
—
—
— $
5,040
7,514
20,024
153,193
— $
— $
— $
— $
1,878 $
1,878 $
1,878
1,878
$
$
$
For the contingent consideration liability, related to the Data Masons acquisition, we were required to pay the former owners of
Data Masons $1.9 million in the event the Paycheck Protection Program Loan (“PPP Loan”) acquired in the acquisition was forgiven
in full. In 2021, the Small Business Administration approved the full forgiveness of the PPP Loan and, accordingly, the payment of
the $1.9 million contingent liability was made.
Nonrecurring Fair Value Measurements
We measure certain assets and liabilities at fair value on a nonrecurring basis, including long-lived assets, goodwill, and
indefinite-lived intangible assets.
NOTE F – Allowance for Credit Losses
The allowance for credit losses activity, included in accounts receivable, net, was as follows:
(in thousands)
Balance, beginning of year
Provision for credit losses
Write-offs, net of recoveries
Initial allowance for business combination acquired receivables
Adoption of ASU 2016-13
Balance, end of year
2021
Year Ended December 31,
2020
2019
$
$
4,233 $
4,717
(4,790 )
89
—
4,249 $
1,469 $
5,660
(4,319 )
354
1,069
4,233 $
1,392
3,499
(3,422 )
—
—
1,469
SPS COMMERCE, INC.
50
Form 10-K for the Annual Period ended December 31, 2021
NOTE G – Property and Equipment, net
Property and equipment, net consisted of the following:
(in thousands)
Internally developed software
Computer equipment
Office equipment and furniture
Leasehold improvements
Property and equipment, cost
Less: accumulated depreciation and amortization
Total property and equipment, net
December 31,
2021
2020
$
$
44,981 $
29,329
10,972
16,685
101,967
(70,066 )
31,901 $
33,565
29,660
9,613
12,746
85,584
(59,152 )
26,432
Depreciation and amortization expense of property and equipment was as follows:
(in thousands)
Depreciation and amortization expense
NOTE H – Goodwill and Intangible Assets, net
Goodwill
The activity in goodwill was as follows:
(in thousands)
Balance, beginning of year
Additions from business acquisitions
Remeasurement from provisional purchase accounting amount
Foreign currency translation
Balance, end of year
Intangible Assets
Intangible assets, net consisted of the following:
Year Ended December 31,
2021
2020
2019
$
14,788 $
13,127 $
11,123
Year Ended December 31,
2021
2020
$
$
134,853 $
8,914
268
(372 )
143,663 $
76,845
56,960
—
1,048
134,853
(in thousands, except weighted average amortization period)
Subscriber relationships
Acquired technology
(in thousands, except weighted average amortization period)
Subscriber relationships
Non-competition agreements
Acquired technology
December 31, 2021
Gross
Carrying
Amount
Accumulated
Amortization
Foreign
Currency
Translation
$
$
61,270 $
35,316
96,586 $
(29,866 ) $
(6,738 )
(36,604 ) $
(1,395 ) $
—
(1,395 ) $
Net
30,009
28,578
58,587
December 31, 2020
Gross
Carrying
Amount
Accumulated
Amortization
Foreign
Currency
Translation
$
$
54,447 $
698
33,195
88,340 $
(24,792 ) $
(691 )
(2,724 )
(28,207 ) $
101 $
(4 )
—
97 $
Net
29,756
3
30,471
60,230
Weighted
Average
Remaining
Amortization
Period
6 years
7 years
7 years
Weighted
Average
Remaining
Amortization
Period
6 years
0 years
8 years
7 years
SPS COMMERCE, INC.
51
Form 10-K for the Annual Period ended December 31, 2021
The estimated future annual amortization expense related to intangible assets is as follows:
(in thousands)
2022
2023
2024
2025
2026
Thereafter
Total future amortization
NOTE I – Other Assets
$
$
The activity in the capitalized implementation costs for software hosting arrangements was as follows:
(in thousands)
Balance, beginning of year
Capitalized implementation fees
Amortization of implementation fees
Balance, end of year
NOTE J – Commitments and Contingencies
Leases
Year Ended December 31,
2021
2020
$
$
1,181 $
130
(229 )
1,082 $
9,883
9,808
8,534
8,396
7,392
14,574
58,587
1,166
127
(112 )
1,181
We are obligated under non-cancellable operating leases, primarily for office space, as follows:
(in thousands, except remaining term)
Minneapolis, MN lease
Kyiv, Ukraine lease
Other leases
December 31, 2021
December 31, 2020
Right-of-Use Asset
$
$
6,837
1,530
2,484
10,851
Remaining Term
5 years
3 years
<1 - 5 years
Right-of-Use Asset
10,992
$
1,930
2,659
15,581
$
Remaining Term
6 years
4 years
<1 - 5 years
In 2020, we executed an amendment to our lease agreement for our current headquarters located in Minneapolis, Minnesota
where we lease approximately 198,000 square feet under an agreement that now expires in 2027. The lease also has two options to
extend the term for five years each at a market rate determined in accordance with the lease.
In 2019, we executed a lease agreement for a new Kyiv, Ukraine location, where we lease approximately 17,000 square feet
under an agreement that expires in 2025. The lease includes one option to extend the term for five years and six months at a market
rate determined in accordance with the lease.
The components of lease expense were as follows:
(in thousands)
Operating lease cost
Variable lease cost
2021
Year Ended December 31,
2020
2019
$
$
3,089 $
3,660
6,749
$
2,719
3,578
6,297
$
$
2,569
3,390
5,959
Supplemental cash flow information related to leases was as follows:
(in thousands)
Cash paid for amounts included in the measurement of lease liabilities
December 31,
2021
2020
Operating cash flows from operating leases
$
Right-of-use assets obtained in exchange for operating lease liabilities
$
3,757
992
4,134
12,801
SPS COMMERCE, INC.
52
Form 10-K for the Annual Period ended December 31, 2021
Supplemental balance sheet information related to leases was as follows:
Weighted-average remaining lease term - operating leases
Weighted-average discount rate - operating leases
December 31, 2021
December 31, 2020
4.8 years
4.0 %
5.6 years
4.1 %
At December 31, 2021, our future minimum payments under operating leases were as follows:
(in thousands)
2022
2023
2024
2025
2026
Thereafter
Total future payments
Less: imputed interest
Total operating lease liabilities
Purchase Commitments
$
$
4,865
4,687
4,257
3,859
3,772
1,269
22,709
(2,175 )
20,534
We have entered into separate noncancelable agreements with computing infrastructure and customer relationship management
vendors for services through 2023. At December 31, 2021, the total remaining purchase commitments were $9.9 million.
Contingencies
We may be involved in various claims and legal actions in the normal course of business. We believe that the outcome of any
such claim or legal action is not expected to have a material effect on our financial position, results of operations, or cash flows.
NOTE K – Stockholders’ Equity
Stock Repurchase Program
Our board of directors has authorized multiple non-concurrent programs to repurchase our common stock. Details of the plans
and activity thereunder was as follows:
(in thousands)
2017 Program
2019 Program
2021 Program
Effective Date
Nov. 2017
Nov. 2019
Nov. 2021
Expiration Date
Nov. 2019
Nov. 2021
Nov. 2023
$
Share Value
Authorized for
Repurchase
50,000
50,000
50,000
$
Share Value
Repurchased
46,297
29,611
9,769
$
Unused & Expired
Share Repurchase
Value
3,703
20,389
N/A
$
Share Value
Available for
Future
Repurchase
N/A
N/A
40,231
The stock repurchase activity by year was as follows:
Year Ended December 31,
(in thousands, except share data)
Shares repurchased cost
Shares repurchased
$
2021
20,430
176,103
$
2020
18,950
371,902
$
2019
20,618
417,564
NOTE L – 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 PSUs, RSAs, RSUs, and DSUs, to employees, non-employee directors and other consultants who provide services to
us. We also provide an ESPP and 401(k) stock match.
At December 31, 2021 there were approximately 13.5 million shares available for grant under approved equity compensation
plans.
SPS COMMERCE, INC.
53
Form 10-K for the Annual Period ended December 31, 2021
Stock-based compensation expense was allocated in the consolidated statements of comprehensive income as follows:
(in thousands)
Cost of revenues
Operating expenses
Sales and marketing
Research and development
General and administrative
2021
Year Ended December 31,
2020
2019
$
6,760 $
3,948 $
2,819
6,248
4,384
10,182
27,574 $
4,119
3,626
7,243
18,936 $
2,946
2,651
6,274
14,690
$
Stock-based compensation expense by grant type or plan was as follows:
(in thousands)
Stock options
PSUs
RSUs
RSAs & DSUs
ESPP
401(k) stock match
2021
Year Ended December 31,
2020
2019
$
$
2,057 $
6,417
15,388
434
1,391
1,887
27,574 $
2,232 $
3,219
10,367
446
1,117
1,555
18,936 $
3,211
1,379
7,553
519
701
1,327
14,690
As of December 31, 2021, there was $30.4 million of unrecognized stock-based compensation expense under our equity
compensation plans, which is expected to be recognized on a straight-line basis over a weighted-average period of 2.3 years.
Stock Options
Stock options generally vest over four years and have a contractual term of seven years from the date of grant. Our stock option
activity was as follows:
Outstanding at December 31, 2018
Granted
Exercised
Forfeited
Outstanding at December 31, 2019
Granted
Exercised
Forfeited
Outstanding at December 31, 2020
Granted
Exercised
Forfeited
Outstanding at December 31, 2021
Weighted Average
Options
(#)
1,746,468
184,434
(346,098 )
(40,892 )
1,543,912
127,974
(712,074 )
(14,926 )
944,886
53,223
(311,378 )
(8,081 )
678,650
Exercise Price
($/share)
25.93
53.92
21.98
30.74
30.03
59.02
26.11
43.14
36.71
105.53
30.10
68.62
44.76
Of the total outstanding options at December 31, 2021, 0.5 million were exercisable. The outstanding and exercisable options
had a weighted average exercise price of $38.72 per share and a weighted average remaining contractual life of 3.3 years.
The table below presents additional information related to our stock options:
(in thousands, except per share data)
Fair value of options vested
Intrinsic value of options exercised
Intrinsic value of options outstanding
Weighted-average fair value per share of options granted
$
2021
Year Ended December 31,
2020
2019
2,509 $
27,713
66,235
31.31
3,000 $
31,737
67,918
16.18
3,393
11,103
39,194
16.86
SPS COMMERCE, INC.
54
Form 10-K for the Annual Period ended December 31, 2021
The fair values of the options granted were estimated on the date of grant using the following weighted-average assumptions:
Volatility
Dividend yield
Life (in years)
Risk-free interest rate
2021
Year Ended December 31,
2020
2019
35 %
—
4.4
0.59 %
33 %
—
4.0
0.99 %
33 %
—
4.4
2.41 %
Performance Share Units, Restricted Stock Units and Awards, and Deferred Stock Units
In 2021, 2020, and 2019 we granted PSU awards with certain target performance levels. 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. Expense is recognized on a straight-line basis over the performance period, regardless of whether the market condition is
satisfied as the likelihood of the market condition being met is included in the fair-value measurement of the award. In 2017, we
granted PSU awards with vesting contingent on successful attainment of pre-determined revenue targets over the course of a three-
year performance period (2017 – 2019). The awards were forfeited in 2020 as the targets were not met. In 2021, PSU awards granted
in 2018 were earned and vested at the maximum performance level and as such 0.1 million shares of common stock were issued.
RSUs generally vest over four years and, upon vesting, the holder is entitled to receive shares of our common stock.
RSAs vest over one year and, upon vesting, the holder is entitled to receive shares of our common stock. In lieu of RSAs, a
participant may elect to receive DSUs with one year vesting, but the participant directs delayed receipt of common shares of up to ten
years after the end of service to us.
Activity for our PSUs, RSUs, RSAs, and DSUs in aggregate was as follows:
Outstanding at December 31, 2018
Granted
Vested and common stock issued
Forfeited
Outstanding at December 31, 2019
Granted
Vested and common stock issued
Forfeited
Outstanding at December 31, 2020
Granted
Vested and common stock issued
Forfeited
Outstanding at December 31, 2021
Weighted Average
Grant Date Fair
Value ($/share)
(#)
758,334
288,462
(217,424 )
(31,826 )
797,546
331,264
(222,606 )
(167,782 )
738,422
314,290
(331,669 )
(18,883 )
702,160
29.99
55.69
31.05
34.67
38.80
62.78
36.06
30.09
52.37
101.85
44.14
66.35
78.03
The number of PSUs, RSUs, RSAs, and DSUs outstanding at December 31, 2021 included 0.1 million units that have vested,
but the shares of common stock have not yet been issued, pursuant to the terms of the agreement.
Employee Stock Purchase Plan
Our ESPP allows participating employees to purchase shares of our common stock at a discount through payroll deductions. The
plan is available to all employees subject to certain eligibility requirements. Participating employees may purchase common stock, on
a voluntary after-tax basis, at a price that is the lower of 85% of the fair market value of our common stock at the beginning or end of
each stock purchase period. The plan consists of two six-month offering periods, beginning on January 1 and July 1 of each calendar
year. A total of 1.8 million shares of common stock are remaining for issuance under the plan at December 31, 2021.
Our ESPP activity was as follows:
SPS COMMERCE, INC.
55
Form 10-K for the Annual Period ended December 31, 2021
(in thousands, except share data)
Amounts for shares purchased
Shares purchased
2021
Year Ended December 31,
2020
2019
$
4,737 $
55,726
3,374 $
61,833
2,270
58,851
The fair value was estimated based on the market price of our common stock at the beginning of each offering period using the
following assumptions:
Volatility
Dividend yield
Life (in years)
Risk-free interest rate
Note M – Income Taxes
Our provision for income taxes was comprised of the following components:
2021
Year Ended December 31,
2020
2019
32 %
—
0.50
0.07 %
43 %
—
0.50
0.96 %
36 %
—
0.50
2.36 %
(in thousands)
Current
Federal
State
Foreign
Deferred
Federal
State
Foreign
2021
Year Ended December 31,
2020
2019
$
$
1,559 $
1,890
1,610
4,294
(88 )
(321 )
8,944 $
- $
1,249
1,608
4,462
244
(469 )
7,094 $
-
599
169
6,595
1,156
(161 )
8,358
Our income tax expense differed from the amounts computed by applying the U.S. federal income tax rate to pretax income as a
result of the following:
U.S. statutory federal income tax rate
Increase (decrease) resulting from:
U.S. state income taxes, net of federal tax effect
Tax impact of stock activity
Nondeductible compensation
Research and development credit
Foreign derived intangible income
Other
Effective tax rate
2021
Year Ended December 31,
2020
2019
21.0 %
21.0 %
4.5
(12.8 )
5.0
(1.1 )
(1.3 )
1.4
16.7 %
4.5
(12.9 )
1.8
(0.6 )
(1.3 )
1.0
13.5 %
21.0 %
4.6
(6.0 )
2.2
(3.0 )
-
1.1
19.9 %
SPS COMMERCE, INC.
56
Form 10-K for the Annual Period ended December 31, 2021
The significant components of our deferred tax assets and liabilities were as follows:
(in thousands)
Deferred tax assets
Net operating loss and credit carryforwards
Stock-based compensation expense
Accounts receivable allowances
Accrued expenses
Deferred revenue
Operating lease liabilities
Other
Gross deferred tax assets
Less: valuation allowance
Total net deferred tax assets
Deferred tax liabilities
Deferred costs
Right-of-use assets
Foreign operations
Depreciation and amortization
Other
Total deferred tax liabilities
Net deferred tax liabilities
December 31,
2021
2020
$
$
$
4,828 $
3,934
1,336
5,174
1,300
5,235
142
21,949
(1,815 )
20,134
(15,126 ) $
(2,787 )
(364 )
(8,820 )
—
(27,097 )
(6,963 ) $
4,539
3,605
1,228
3,200
695
5,435
660
19,362
(1,582 )
17,780
(12,561 )
(3,754 )
(228 )
(3,980 )
—
(20,523 )
(2,743 )
As of December 31, 2021, we had net operating loss carryforwards of $14.4 million for U.S. federal tax purposes and
$4.0 million for state tax purposes. If not utilized, the loss carryforwards will expire between 2022 and 2036 for federal tax purposes
and between 2029 and 2042 for state tax purposes. Section 382 of the U.S. Internal Revenue Code generally imposes an annual
limitation on the amount of net operating loss carryforwards that might be used to offset taxable income when a corporation has
undergone significant changes in stock ownership. As of December 31, 2021, all $14.4 million of our net operating loss carryforwards
are subject to Section 382 limitations, of which we believe $8.5 million of federal losses will expire unused due to Section 382
limitations. Accordingly, our deferred tax assets are reported net of the Section 382 limitations.
As of December 31, 2021, we had federal research and development (“R&D”) credit carryforwards, net of Section 383
limitations, of $1.3 million, which, if not utilized, will expire between 2034 and 2042. As of December 31, 2021, we had state R&D
credit carryforwards of $1.8 million which, if not utilized, will expire between 2025 and 2037.
We are subject to income taxes for U.S. federal and various state and international jurisdictions. We are generally subject to
U.S. federal and state tax examinations for most prior tax years due to our net operating loss and R&D credit carryforwards and the
utilization of the carryforwards in years still open under statute.
NOTE N – Other Income
Other income (expense), net included the following:
(in thousands)
Investment income
Realized gain (loss) from foreign currency on cash and investments held
Change in earn-out liability
Other
Total other income (expense), net
$
$
2021
Year Ended December 31,
2020
2019
278
(1,456 )
-
(366 )
(1,544 )
$
$
1,208
1,753
(85 )
(354 )
2,522
$
$
2,947
-
(445 )
1,162
3,664
Effective January 1, 2021, all realized gains or losses and interest income on our investments are included in investment income.
Previously, realized gains and losses were included in other income (expense), net and interest income was included in interest
income, net. Additionally, realized gains or losses from foreign currency on cash and investments held were previously included in
other income (expense), net. Amounts for the year ended December 31, 2020 and 2019 have been reclassified to be consistent with the
classifications for the year ended December 31, 2021.
SPS COMMERCE, INC.
57
Form 10-K for the Annual Period ended December 31, 2021
NOTE O – Net Income Per Share
The components and calculation of basic and diluted net income per share were as follows:
(in thousands, except per share amounts)
Numerator
Net income
Denominator
Weighted average common shares outstanding, basic
Options to purchase common stock
PSUs, RSUs, RSAs, and DSUs
Weighted average common shares outstanding, diluted
Net income per share
Basic
Diluted
2021
Year Ended December 31,
2020
2019
$
44,597 $
45,586 $
33,712
35,928
529
505
36,962
35,226
611
448
36,285
$
$
1.24 $
1.21 $
1.29 $
1.26 $
35,024
680
298
36,002
0.96
0.94
The number of the outstanding potential common shares that were excluded from the calculation of diluted net income per share
as they were anti-dilutive were as follows:
(in thousands)
Antidilutive shares
NOTE P – Retirement Savings Plan
2021
Year Ended December 31,
2020
2019
31
26
181
We sponsor a 401(k) retirement savings plan for our employees. Employees can contribute up to 80% of their compensation,
subject to the limits established by law, and we match 50% of the employee’s contribution up to the first 6% of pre-tax annual
compensation. A portion of our match is in Company stock, which is purchased from the open market by our plan provider and
immediately deposited into the employee’s 401(k) account. Additionally, we make statutory contributions to retirement plans as
required by local foreign government regulations.
Our total contributions to the plan were as follows:
(in thousands)
Retirement contributions
NOTE Q – Geographic Information
Revenue
Year Ended December 31,
2021
2020
2019
$
4,790 $
3,889 $
3,306
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:
Domestic revenue
No single jurisdiction outside of the U.S. had revenues in excess of 10%.
Property and Equipment
Year Ended December 31,
2021
2020
2019
84 %
85 %
85 %
The percentage of property and equipment, net located at subsidiary and office locations outside of the United States was as
follows:
International property and equipment
December 31,
2021
2020
12 %
15 %
SPS COMMERCE, INC.
58
Form 10-K for the Annual Period ended December 31, 2021
NOTE R– Related Party Transactions
SPS Commerce Foundation (the “Foundation”) is a Minnesota non-profit organization exempt from federal taxation under
Section 501(c)(3) of the Internal Revenue Code. The Foundation was formed in 2015 to engage in, advance, support, promote and
administer charitable activities. The directors of the Foundation are also our corporate officers. These directors receive no
compensation from the Foundation or us for the management services performed for the Foundation. The Foundation is not a
subsidiary of ours and the financial results of the Foundation are not consolidated with our financial statements. We have no current
legal obligations for future commitments to the Foundation. Our contributions to the Foundation were as follows:
(in thousands)
Foundation contributions
Year Ended December 31,
2021
2020
2019
$
2,400 $
1,800 $
10
SPS COMMERCE, INC.
59
Form 10-K for the Annual Period ended December 31, 2021
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2021,
the end of the period covered by this Annual Report on Form 10-K. This evaluation was done under the supervision and with the
participation of management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”). Disclosure
controls and procedures means controls and other procedures that are designed to provide reasonable assurance that information
required to be disclosed in the reports that we file or submit under Exchange Act, such as this Annual Report on Form 10-K, is
recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Disclosure controls
and procedures include, without limitation, controls and procedures designed such that information is accumulated and communicated
to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Based on this
evaluation, our CEO and CFO have concluded that as of December 31, 2021, our disclosure controls and procedures were effective.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal
control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under
the supervision of, our principal executive and principal financial officer and effected by our board of directors, management and
other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with GAAP and includes those policies and procedures that:
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and
dispositions of our assets;
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of
our management and directors; and
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of
our assets that could have a material effect on our financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of management, including our principal executive and financial officers, we
assessed our internal control over financial reporting as of December 31, 2021, based on criteria for effective internal control over
financial reporting established in the Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission.
Based on this assessment, management concluded that we maintained effective internal control over financial reporting as of
December 31, 2021 based on the specified criteria.
Pursuant to the SEC’s general guidance that an assessment of a recently acquired business may be omitted from scope for a
period not to exceed one year from the date of acquisition, as of December 31, 2021, management’s assessment of our internal control
over financial reporting excluded the internal control over financial reporting of the Genius Central business, which was acquired on
November 3, 2021. 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 and twelve months ended December 31, 2021, excluding net intangible assets and
goodwill, Genius Central represented less than 1% of our total consolidated assets and less than 1% of our consolidated revenues.
The effectiveness of our internal control over financial reporting as of December 31, 2021 has been audited by KPMG LLP, our
independent registered public accounting firm, as stated in their report, which is included under Item 8 of this Annual Report on
Form 10-K.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended December 31, 2021 that have
materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
SPS COMMERCE, INC.
60
Form 10-K for the Annual Period ended December 31, 2021
Item 9B. Other Information
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not Applicable.
SPS COMMERCE, INC.
61
Form 10-K for the Annual Period ended December 31, 2021
Item 10. Directors, Executive Officers and Corporate Governance
PART III
Except as set forth below, the information required by this item will be included in the 2022 Proxy Statement under the captions
“Election of Directors,” “Information Regarding the Board of Directors and Corporate Governance” and “Executive Compensation”
and is incorporated herein by reference.
We have adopted a code of business conduct applicable to our directors, officers (including our principal executive officer and
principal financial officer) and employees. The Code of Conduct is available on our website at www.spscommerce.com under the
Investor Relations section. We plan to post on our website at the address described above any future amendments or waivers of our
Code of Conduct.
Item 11. Executive Compensation
The information required by this item will be included in the 2022 Proxy Statement under the captions “Executive
Compensation,” “Information Regarding the Board of Directors and Corporate Governance” and “Certain Relationships and Related
Transactions” and is incorporated herein by reference.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Except as set forth below, the information required by this item will be included in the 2022 Proxy Statement under the caption
“Security Ownership” and is incorporated herein by reference.
Equity Compensation Plan Information
The following table summarizes the number of shares of our common stock to be issued upon exercise of outstanding stock
options and settlement of RSU, DSU and PSU awards granted under our equity plans as of December 31, 2021. The table also
includes the weighted-average exercise price of outstanding stock options and the number of shares of our common stock remaining
available for future issuance under the plans for all awards.
Plan Category
Equity compensation plans
approved by stockholders(1)
Equity compensation plans not
approved by stockholders
Number of shares
to be issued upon
exercise of
outstanding
options, warrants
and rights
Weighted-
average
exercise price of
outstanding
options, warrants
and rights
Number of shares
remaining available
for future issuance
under equity
compensation plans
(excluding shares
in first column)
1,542,378 (2)
44.76 (3)
15,336,955 (4)
None
N/A
None
(1) Includes the 2010 Equity Incentive Plan and the Employee Stock Purchase Plan.
(2) Includes 678,650 shares subject to outstanding and unexercised stock options and 863,728 shares issuable in settlement of RSU,
DSU, and PSU awards.
(3) The weighted average exercise price reflects only the outstanding stock options, as the other forms of awards disclosed in this
note entail the issuance of shares for the payment of no consideration.
(4) Includes 1,797,022 shares remaining available for future issuance under the Employee Stock Purchase Plan.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item will be included in the 2022 Proxy Statement under the captions “Certain Relationships
and Related Transactions,” and “Information Regarding the Board of Directors and Corporate Governance” and is incorporated herein
by the reference.
Item 14. Principal Accounting Fees and Services
The information required by this item will be included in the 2022 Proxy Statement under the caption “Audit Committee Report
and Payment of Fees to Our Independent Auditor” and is incorporated herein by reference.
SPS COMMERCE, INC.
62
Form 10-K for the Annual Period ended December 31, 2021
Item 15. Exhibits, Financial Statement Schedules
The following documents are filed as a part of this Annual Report on Form 10-K:
PART IV
(a) Financial Statements: The financial statements filed as a part of this report are listed in Part II, Item 8.
(b) Financial Statement Schedules: The schedules are either not applicable or the required information is presented in the
consolidated financial statements or notes thereto.
(c) Exhibits: The exhibits incorporated by reference or filed as a part of this Annual Report on Form 10-K are listed in the
Exhibit Index prior to the signatures to this report.
Item 16. Form 10-K Summary
None.
SPS COMMERCE, INC.
63
Form 10-K for the Annual Period ended December 31, 2021
EXHIBIT INDEX
Exhibit
Number
Exhibit Description
Form
Incorporated By Reference
Date of
First
Filing
Exhibit
Number
Filed
Herewith
3.1
3.2
4.1
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
Ninth Amended and Restated Certificate of
8-K
05/21/2020
Incorporation
Amended and Restated Bylaws
Description of Capital Stock
8-K
10-K
10/17/2017
2/23/2021
2010 Equity Incentive Plan, as amended effective
10-K
02/20/2015
October 29, 2014**
Form of Incentive Stock Option Agreement
8-K
02/17/2012
under 2010 Equity Incentive Plan**
Form of Non-Statutory Stock Option Agreement
(Employee) under 2010 Equity Incentive Plan**
8-K
Form of Non-Statutory Stock Option Agreement
(Director) under 2010 Equity Incentive Plan**
8-K
02/17/2012
02/17/2012
Form of Restricted Stock Unit Award Agreement
8-K
02/15/2017
under 2010 Equity Incentive Plan**
Form of Restricted Stock Award Agreement
10-Q
05/08/2012
under 2010 Equity Incentive Plan**
Form of Performance Stock Unit Agreement
8-K
02/18/2018
under 2010 Equity Incentive Plan**
Form of Deferred Stock Unit Agreement under
10-Q
04/26/2019
2010 Equity Incentive Plan
3.2
3.1
4.1
10.6
10.2
10.3
10.4
99.2
10.6
10.1
10.2
Form of Indemnification Agreement for
S-1/A
01/11/2010
10.18
Independent Directors**
10.10
Form of Indemnification Agreement for Archie
S-1/A
01/11/2010
10.19
C. Black**
10.11
10.12
Management Incentive Plan**
8-K
Amended and Restated Executive Severance and
8-K
Change in Control Agreement between the
Company and Archie C. Black**
02/03/2016
02/18/2020
10.13
Form of Amended and Restated Executive
8-K
02/18/2020
Severance and Change in Control Agreement**
10.14
Non-Employee Director Compensation
10-Q
04/30/2020
10.2
10.1
10.2
10.3
21.1
23.1
24.1
31.1
Summary**
Subsidiaries of the registrant
Consent of KPMG LLP
Power of Attorney (included on signature page)
Certification of Principal Executive Officer
pursuant to Rules 13a-14(a) under the Securities
Exchange Act of 1934, as amended
X
X
X
X
SPS COMMERCE, INC.
64
Form 10-K for the Annual Period ended December 31, 2021
Exhibit
Number
Exhibit Description
Form
31.2
Certification of Principal Financial Officer
pursuant to Rules 13a-14(a) under the Securities
Exchange Act of 1934, as amended
32.1
Certification of Chief Executive Officer and
101
104
Chief Financial Officer pursuant to 18 U.S.C.
Sec. 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
Interactive Data Files Pursuant to Rule 405 of
Regulation S-T
The cover page from the Annual Report on Form
10-K for the year ended December 31, 2021,
formatted in Inline XBRL
**
Indicates management contract or compensatory plan or arrangement.
Incorporated By Reference
Date of
First
Filing
Exhibit
Number
Filed
Herewith
X
X
X
X
SPS COMMERCE, INC.
65
Form 10-K for the Annual Period ended December 31, 2021
Pursuant to the requirements of Section 13 or 15(d) 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.
SIGNATURES
Dated: February 22, 2022
SPS COMMERCE, INC.
By: /s/ ARCHIE C. BLACK
Archie C. Black
Chief Executive Officer
Each of the undersigned hereby appoints Archie C. Black and Kimberly K. Nelson, and each of them (with full power to act
alone), as attorneys and agents for the undersigned, with full power of substitution, for and in the name, place and stead of the
undersigned, to sign and file with the Securities and Exchange Commission under the Securities Exchange Act of 1934, any and all
amendments and exhibits to this annual report on Form 10-K and any and all applications, instruments, and other documents to be
filed with the Securities and Exchange Commission pertaining to this annual report on Form 10-K or any amendments thereto, with
full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable. Pursuant to the
requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on February 22, 2022.
Name and Signature
/s/ ARCHIE C. BLACK
Archie C. Black
/s/ KIMBERLY K. NELSON
Kimberly K. Nelson
/s/ JAMES B. RAMSEY
James B. Ramsey
/s/ MARTY M. RÉAUME
Marty M. Réaume
/s/ TAMI L. RELLER
Tami L. Reller
/s/ PHILIP E. SORAN
Philip E. Soran
/s/ ANNE SEMPOWSKI WARD
Anne Sempowski Ward
/s/ SVEN A. WEHRWEIN
Sven A. Wehrwein
Title
Chief Executive Officer and Director
(principal executive officer)
Executive Vice President and Chief Financial Officer
(principal financial and accounting officer)
Director
Director
Director
Director
Director
Director
SPS COMMERCE, INC.
66
Form 10-K for the Annual Period ended December 31, 2021
Executive Officers
Archie Black, Chief Executive Officer
Kim Nelson, Executive Vice President and Chief Financial Officer
Jim Frome, President and Chief Operating Officer
Board of Directors
Archie Black
James Ramsey
Marty Réaume
Tami Reller
Phil Soran
Anne Sempowski Ward
Sven Wehrwein
Corporate Headquarters
333 South Seventh Street, Suite 1000
Minneapolis, MN 55402 USA
Toll-free phone: 866-245-8100
Market Listing
Nasdaq Global Market Symbol: SPSC
Annual Meeting
Wednesday, May 17, 2022
Independent Public Accountants
KPMG LLP
4200 Wells Fargo Center
90 South Seventh Street
Minneapolis, MN 55402 USA
Transfer Agent & Registrar
EQ Shareowner Services
1110 Centre Point Curve
Suite 101
Mendota Heights, MN 55120 USA
1-800-468-9716
shareowneronline.com
Legal Counsel
Faegre Drinker Biddle & Reath, LLP
2200 Wells Fargo Center
90 South Seventh Street
Minneapolis, MN 55402 USA
SPS COMMERCE
CORPORATE HEADQUARTERS
333 South Seventh Street, Suite 1000
Minneapolis, MN 55402 USA
Toll-free: (866) 245-8100
Main: (612) 435-9400
AMSTERDAM: +31 020 8881723
BEIJING: +86 4006 233 251
HONG KONG: +852 5808 6596
KYIV: +3 8044 594 80 89
MELBOURNE: +61 3 9847 7000
TORONTO: 888 550 8665
SYDNEY: +61 2 8073 8209
spscommerce.com