SPS Commerce Inc 2025年季度报告

For the Quarterly Period Ended:March31, 2025oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the Transition Period from ________ to ________ Commission file number001-34702SPS COMMERCE, INC. SPS COMMERCE, INC.QUARTERLY REPORT ON FORM 10-QTABLE OF CONTENTS Quantitative and Qualitative Disclosures About Market Risk Controls and ProceduresPART II. OTHER INFORMATIONLegal ProceedingsRisk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety Disclosures Unless the context otherwise requires, for purposes of the Quarterly Report on Form 10-Q, the words “we,” “us,” “our,” the“Company,” “SPS,” and “SPS Commerce” refer to SPS Commerce, Inc. SPS COMMERCE, INC.2Form 10-Q for the Quarterly Period ended March31, 2025 The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accountingprinciples generally accepted in the United States of America (“GAAP”) and include the accounts of SPS Commerce, Inc. and itssubsidiaries. All intercompany accounts and transactions have been eliminated in the condensed consolidated financial statements. This interim financial information has been prepared under the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.Accordingly, these condensed consolidated financial statements do not include all of the information and notes required by GAAP. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statementsand notes included in our Annual Report on Form 10-K for the year ended December31, 2024, as filed with the Securities and Exchange Commission (“SEC”). We have included all normal recurring adjustments considered necessary to provide a fairpresentation of our financial position, results of operations, stockholders’ equity, and cash flows for the interim periods presented.Operating results for these interim periods are not necessarily indicative of the results to be expected for the full year. Preparing financial statements in conformity with GAAP requires management to make estimates, judgments, andassumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of thefinancial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ fromthose estimates. There were no material changes in our significant accounting policies, nor were there differences in the basis of oursegmentation, during thethreemonths endedMarch31, 2025. See Note A to the consolidated financial statements included in our Annual Report on Form 10-K for the year endedDecember31, 2024as filed with the SEC. StandardDate ofIssuanceDescriptionRequiredAdoptionEffect on the Financial StatementsASU 2023-09, Income Taxes(Topic 740) - Improvements toIncome Tax DisclosuresDecember2023This amendment requires that an entitydisclose specific categories in theeffective tax rate reconciliation table aswell as provide disclosure ofdisaggregated information related to2025The adoption will result inadditional disclosure in ourAnnual Report onForm 10-K for the year endingDecember 31, 2025. Income - Expense DisaggregationDisclosures (Subtopic 220-40) NOTE B –Business Acquisitions On December 30, 2024, we entered into a definitive agreement to acquire all of the outstanding equity ownership interests of Carbon6 Technologies, Inc. ("Carbon6"), a provider of software tools to Amazon sellers, including specialized offerings for revenuerecovery for both first-party ("1P") and third-party ("3P") suppliers. The acquisition became effectiveon February 4, 2025 ("Close").Pursuant to the definitive agreement, the total consideration transferred at Closewas $209.3million, net of cash acquired, and subject Total fair value of assets and liabilities acquired The following table summarizes the preliminary estimated useful lives for each acquired intangible asset:Useful LifeSubscriber relationships8.0yearsDeveloped technology9.0yearsUnaudited Pro Forma Financial Information amortization of acquired intangibles, and the elimination of debt extinguishment and interest costs. The adjustments do not reflectsynergies or costs that would have been expected to result from the integration of the acquisition. Three Months Ended Estimated fair value of assets and liabilities acquired:$Other assets, current and non-currentIntangible assetsSubscriber relationships Deferred income tax liabilities, netTotal fair value of assets and liabilities acquired $$ The following table summarizes the estimated useful lives for each acquired intangible asset: nonrefundable fees are necessary for our customers to utilize our services and do not provide any standalone value. Many of ourcustomers have connections with numerous trading partners. Set-up fees constitute a material renewal option right that prov