SPS Commerce, Inc. (NASDAQ: SPSC), a leader in retail cloud
services, today announced that it has reached an agreement to
acquire TIE Kinetix, a leading provider of supply chain
digitalization including EDI and e-invoicing in Europe.
The transaction is subject to customary closing conditions,
including the approval of the shareholders of TIE Kinetix N.V.
“We are looking forward to welcoming TIE Kinetix employees and
customers to our growing network of trading partners around the
world,” said Archie Black, CEO of SPS Commerce. “With the
acquisition of TIE Kinetix, SPS Commerce is strengthening its
e-invoicing capabilities, while expanding our European presence to
serve our growing network with access to international
markets.”
“We are excited to join SPS Commerce and leverage TIE’s
e-invoicing capabilities to capitalize on the opportunity presented
by mandatory e-invoicing regulations across Europe,” said Jan
Sundelin, CEO of TIE Kinetix. “Our offering will complement SPS’
next generation EDI solution and competitively position the
combined company across the B2B and B2G markets.”
Acquisition Details
Under the terms of the purchase agreement, SPS Commerce will
acquire the TIE Kinetix business for approximately €64.5 million,
net of cash acquired. Founded in 1987, TIE Kinetix is publicly
traded on NYSE Euronext under the symbol TIE and is headquartered
in the Netherlands with employees also based in France, Germany,
and the United States.
As soon as reasonably possible, TIE Kinetix will convene an
extraordinary general meeting of shareholders for the purpose of,
amongst others, a shareholder vote on the transaction.
The transaction is expected to close during the third quarter of
2023, subject to the satisfaction of customary closing conditions.
Until close, the companies will continue to operate
independently.
SPS Commerce currently intends to finance the acquisition with
cash on hand.
Based on the current expectations for the timing of the close of
the acquisition in the third quarter, SPS Commerce provided the
following preliminary information on the anticipated financial
impact of the acquisition.
SPS Commerce anticipates the acquisition will have a nominal
impact on the third quarter 2023 expected financial results, with
the exception of approximately $1 million of certain one-time
deal-related costs.
For the fourth quarter of 2023, SPS Commerce anticipates the
acquisition will add approximately $3.9 million of revenue and
expects Adjusted EBITDA of the acquired business to be
approximately ($500,000). The Company expects the acquisition to
contribute approximately $16.0 million in revenue and at least
breakeven in Adjusted EBITDA in fiscal year 2024. The Company also
expects the acquisition to contribute $2 million to $3 million to
Adjusted EBITDA in fiscal year 2025.
The forward-looking measures and the underlying assumptions
involve significant known and unknown risks and uncertainties, and
actual results may vary materially. The Company does not present a
reconciliation of the forward-looking non-GAAP financial measure,
Adjusted EBITDA, to the most directly comparable GAAP financial
measure, net income, because it is impractical to forecast certain
items without unreasonable efforts due to the uncertainty and
inherent difficulty of predicting, within a reasonable range, the
occurrence and financial impact of and the periods in which such
items may be recognized.
The Company will provide additional details on the acquisition
during its Second Quarter Earnings conference call on July 27,
2023.
About SPS Commerce
SPS Commerce is the world’s leading retail network, connecting
trading partners around the globe to optimize supply chain
operations for all retail partners. We support data-driven
partnerships with innovative cloud technology, customer-obsessed
service and accessible experts so our customers can focus on what
they do best. To date, more than 115,000 companies in retail,
grocery, distribution, supply, and logistics have chosen SPS as
their retail network. SPS has achieved 89 consecutive quarters of
revenue growth and is headquartered in Minneapolis. For additional
information, contact SPS at 866-245-8100 or visit
www.spscommerce.com.
SPS COMMERCE, SPS, SPS logo and INFINITE RETAIL POWER are marks
of SPS Commerce, Inc. and registered in the U.S. Patent and
Trademark Office, along with other SPS marks. Such marks may also
be registered or otherwise protected in other countries.
Use of Non-GAAP Financial Measures
To supplement its financial statements, SPS
Commerce also provides investors with Adjusted EBITDA, which
is a non-GAAP financial measure. SPS Commerce believes
that this non-GAAP measure provides 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. SPS Commerce's management uses
this non-GAAP measure 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.
Adjusted EBITDA 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. Net income
is the comparable GAAP measure of financial performance.
SPS Commerce uses Adjusted EBITDA as a measure of operating
performance because it assists the company in comparing performance
on a consistent basis, as it removes from operating results the
impact of the company's capital structure. SPS
Commerce believes Adjusted EBITDA is useful to an investor in
evaluating the company's operating performance because it is widely
used to measure a company's operating performance without regard to
items such as depreciation and amortization, which can vary
depending upon accounting methods and the book value of assets, and
to present a meaningful measure of corporate performance exclusive
of the company's capital structure and the method by which assets
were acquired.
This non-GAAP measure should not be considered a substitute for,
or superior to, financial measures calculated in accordance with
generally accepted accounting principles in the United States.
This non-GAAP financial measure excludes significant expenses and
income that are required by GAAP to be recorded in the company's
financial statements and are subject to inherent limitations.
Forward-Looking Statements
This press release contains forward-looking statements,
including information about management's view of SPS
Commerce's future expectations, plans and prospects, including
our views regarding future execution within our business, the
opportunity we see in the retail supply chain world, and our and
TIE Kinetix’s anticipated performance and results for the third
quarter and full year of 2023 and full year 2024 and 2025, within
the safe harbor provisions under The Private Securities Litigation
Reform Act of 1995. These statements involve known and unknown
risks, uncertainties and other factors which may cause the results
of SPS Commerce to be materially different than those
expressed or implied in such statements. Certain of these risk
factors and others are included in documents SPS
Commerce files with the Securities and Exchange
Commission, including but not limited to, SPS
Commerce's Annual Report on Form 10-K for the year
ended December 31, 2022, as well as subsequent reports filed
with the Securities and Exchange Commission. Other unknown or
unpredictable factors also could have material adverse effects
on SPS Commerce's future results. The forward-looking
statements included in this press release are made only as of the
date hereof. SPS Commerce cannot guarantee future
results, levels of activity, performance or achievements.
Accordingly, you should not place undue reliance on these
forward-looking statements. Finally, SPS
Commerce expressly disclaims any intent or obligation to
update or revise any forward-looking statements, whether as a
result of new information, future events, or otherwise.
SPS-F
Contact:Investor RelationsThe Blueshirt GroupIrmina
BlaszczykLisa LaukkanenSPSC@blueshirtgroup.com415-217-4962
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