SPS Commerce Buys Toolbox Solutions For ~$24m



Via News Release

“MINNEAPOLIS, Jan. 06, 2016 – SPS Commerce, Inc. (Nasdaq:SPSC), a leading provider of cloud-based supply chain management solutions for the retail industry, today announced the acquisition of ToolBox Solutions, a leading provider of point-of-sale analytics and category management services to retailers and consumer packaged goods suppliers in North America. The acquisition expands the SPS Commerce retail network, building on its current network of more than 60,000 organizations in 60 countries, and strengthens its analytics offerings.”

ToolBox Solutions has established relationships with many leading retailers and CPG suppliers in the convenience, grocery and drug store segments. ToolBox Solutions employees will continue to be based in Toronto.

“We are pleased to welcome ToolBox Solutions’ employees and customers to SPS Commerce,” said Archie Black, CEO of SPS Commerce. “In the omnichannel era, retailers and suppliers need rich insights into consumers’ purchase behavior, both in store and online. Enabling collaboration and visibility between trading partners around consumer demand trends and inventory is essential in order to drive growth.  With the acquisition of ToolBox Solutions, we expand our expertise in point-of-sale analytics for both retailers and suppliers. We’re excited to incorporate ToolBox Solutions’ success into SPS Commerce’s global network.”

As part of the industry’s broadest retail network, ToolBox Solutions’ customers will be able to take advantage of a powerful suite of solutions that allow them to easily and efficiently integrate and collaborate with their trading partners.

“ToolBox Solutions is thrilled to join the SPS Commerce retail network,” said Gerald Vandenberg, Executive Vice President at ToolBox Solutions. “We’re excited to join forces with SPS to help enhance their market-leading analytics solutions.  Through this acquisition, our customers will gain access to a broad suite of cloud-based supply chain solutions to connect with their trading partners around the globe.”

Acquisition Details

Under the terms of the acquisition agreement, SPS Commerce acquired all of the shares of ToolBox Solutions for approximately $18.4 million in cash and $4.5 million in stock which represents approximately 65,000 shares. This amount includes $1.1 million of stock that is subject to an earn-out and has not yet been issued.  ToolBox Solutions is headquartered in Toronto.

For the first quarter of 2016, SPS Commerce anticipates the acquisition will add approximately $1.45 million of revenue and expects Adjusted EBITDA to be negatively impacted by approximately $300,000.  For the first quarter, the company expects approximately $350,000 of amortization expense associated with the acquisition.

For fiscal 2016, the Company expects the acquisition will add approximately $6 million of revenue. The Company also anticipates the acquisition to negatively impact Adjusted EBITDA by approximately $800,000 and expects the acquisition to be accretive to Adjusted EBITDA starting in the first quarter of 2017. For the full year 2016, the Company expects approximately $1.4 million of amortization expense associated with the acquisition.

The Company will provide consolidated 2016 guidance in its fourth quarter and full year 2015 financial results press release anticipated to be issued on February 3, 2016.

Conference Call Information

SPS Commerce will host a conference call today at 7:30 a.m. Central Time (8:30 a.m. Eastern Time). To access the call, please dial (877) 312-7508, or outside the U.S. (253) 237-1184, with Conference ID# 20164667 at least five minutes prior to the 7:30 a.m. CT start time. A live webcast of the call will also be available at investors.spscommerce.com under the Events and Presentations menu. The replay will also be available on our website at investors.spscommerce.com.

About SPS Commerce

SPS Commerce perfects the power of trading partner relationships with the industry’s most broadly adopted, retail cloud services platform. As a leader in cloud-based supply chain management solutions, we provide proven integrations and comprehensive retail performance analytics to thousands of customers worldwide. SPS Commerce has achieved 59 consecutive quarters of revenue growth and is headquartered in Minneapolis. For additional information, please contact SPS Commerce at 866-245-8100 or visit www.spscommerce.com.

SPS COMMERCE, SPS, and RETAIL UNIVERSE are marks of SPS Commerce, Inc. and Registered in the U.S. Patent and Trademark Office. 1=INFINITY logo, AS THE NETWORK GROWS, SO DOES YOUR OPPORTUNITY, INFINITE RETAIL POWER, RETAIL UNIVERSE, RSX, SPS logo, and others are further marks of SPS Commerce, Inc. These marks may be registered or otherwise protected in other countries.

Use of Non-GAAP Financial Measures