manh-8k_20180724.htm

 

 

 

United States

Securities And Exchange Commission

Washington, DC 20549

______________

FORM 8-K

______________

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  July 24, 2018

 

Manhattan Associates, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Georgia

 

0-23999

 

58-2373424

(State or Other Jurisdiction of
Incorporation or organization)

 

(Commission
File Number)

 

(I.R.S. Employer
Identification No.)

 

2300 Windy Ridge Parkway, Tenth Floor, Atlanta, Georgia

30339

(Address of Principal Executive Offices)

(Zip Code)

 

(770) 955-7070

(Registrant’s telephone number, including area code)

 

NONE

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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.    

 

 

 

 

 


 

Item 2.02  Results of Operations and Financial Condition.

 

On July 24, 2018, Manhattan Associates, Inc. (“we”, “our”, “us” or the “Company”) issued a press release providing its financial results for the three and six months ended June 30, 2018. A copy of this press release is attached as Exhibit 99.1. Pursuant to General Instruction B.2 of Form 8-K, this exhibit is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934.

Non-GAAP Financial Measures in the Press Release

The press release includes, as additional information regarding our operating results, our adjusted operating income and margin, adjusted income tax provision, adjusted net income, adjusted diluted earnings per share and certain adjusted cost measures (collectively, “adjusted results”), which variously exclude the impact of equity-based compensation, acquisition-related costs and a restructuring charge, and the related income tax effects of these items, as well as the impact of the Tax Cuts and Jobs Act. We have developed our internal reporting, compensation and planning systems using these additional financial measures.

These various measures are not in accordance with, or alternatives for, financial measures calculated in accordance with generally accepted accounting principles in the United States (“GAAP”) and may be different from similarly titled non-GAAP financial measures used by other companies.  Non-GAAP financial measures should not be used as a substitute for, or considered superior to, measures of financial performance prepared in accordance with GAAP.

Non-GAAP measures used in the press release exclude the impact of the items described above for the following reasons:

 

 

Equity-based compensation expense typically does not require cash settlement by the Company. We do not include this expense and the related income tax effects when assessing our operating performance, and believe our peers also typically present non-GAAP results that exclude equity-based compensation expense.

 

 

From time to time, we incur acquisition-related costs consisting primarily of (i) accounting and legal expenses, whether or not we ultimately consummate a proposed acquisition, (ii) certain unusual costs, such as employee retention benefits, resulting from pre-acquisition arrangements, and (iii) amortization of acquisition-related intangible assets.  These costs are difficult to predict and, if and when incurred, generally are not expenses associated with our core operations.  We exclude these costs and the related income tax effects from our internal assessments of our operating performance, and believe our peers also typically present non-GAAP results that exclude similar acquisition-related costs.

 

 

We do not believe that the restructuring charge related to a reduction in our workforce recorded in 2017 is a common cost that results from normal operating activities; rather, we believe that it relates to the headwinds in the retail sector and a realignment of our capacity with demand forecasts. We have excluded the charge from our internal assessment of our operating performance and non-GAAP results.

 

 

The enactment of the Tax Cuts and Jobs Act in December 2017 resulted in a provisional net one-time charge based on a reasonable estimate of the income tax effects. The charge was primarily from a tax on accumulated foreign earnings and the remeasurement of

1

 


 

 

deferred tax assets. We believe tax reform on the scale of the Tax Cuts and Jobs Act is infrequent, and that the resulting charge is therefore an unusual one. We have excluded the charge from our internal assessment of our operating performance and non-GAAP results.

 

 

In addition, to facilitate investors’ understanding of our business’ transition from perpetual software licenses to cloud-based subscriptions and the related changes to our income statement presentation, we have included our adjusted cost of services under our prior income statement presentation and our adjusted cost of cloud subscriptions, maintenance and services under our new income statement presentation.  These adjusted results exclude the impact of equity-based compensation for the reasons described above.

We believe reporting adjusted results facilitates investors’ understanding of our historical operating trends, because it provides supplemental measurement information in evaluating the operating results of our business. We also believe that adjusted results provide a basis for comparisons to other companies in the industry and enable investors to evaluate our operating performance in a manner consistent with our internal basis of measurement.  Management refers to adjusted results in making operating decisions because we believe they provide meaningful supplemental information regarding our operational performance and our ability to invest in research and development and fund acquisitions and capital expenditures. In addition, adjusted results facilitate management’s internal comparisons to our historical operating results and comparisons to competitors’ operating results.

Further, we rely on adjusted results as primary measures to review and assess the operating performance of our Company and our management team in connection with our executive compensation and bonus plans. Since most of our employees are not directly involved with decisions surrounding acquisitions, restructurings and other items that are not central to our core operations, we do not believe it is appropriate or fair to have their incentive compensation affected by these items.

 

Item 9.01  Financial Statements and Exhibits.

(d)Exhibits.

Exhibit

 

Number

Description

99.1

Press Release, dated July 24, 2018

 

 

2

 

 


 

EXHIBIT INDEX

Exhibit

 

Number

Description

99.1

Press Release, dated July 24, 2018

 

3

 


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

Manhattan Associates, Inc.

 

 

 

By:  /s/ Dennis B. Story

Dennis B. Story

Executive Vice President, Chief Financial Officer and Treasurer

 

 

 

Dated:  July 24, 2018

 

4

 

manh-ex991_6.htm

Exhibit 99.1

 

 

Contact:

 

Dennis Story

 

Rick Fernandez

 

 

Chief Financial Officer

 

Senior Manager, Corporate Communications

 

 

Manhattan Associates, Inc.

 

Manhattan Associates, Inc.

 

 

770-955-7070

 

678-597-6988

 

 

dstory@manh.com

 

rfernandez@manh.com

 

 

 

 

 

 

Manhattan Associates Reports Second Quarter 2018 Results

Company Raises 2018 Full-Year Revenue and EPS Guidance

 

ATLANTA – July 24, 2018 – Leading Supply Chain and Omnichannel Commerce Solutions provider Manhattan Associates Inc. (NASDAQ: MANH) today reported GAAP diluted earnings per share for the second quarter ended June 30, 2018, of $0.42 compared to $0.45 in Q2 2017, on license revenue of $13.0 million, cloud subscriptions revenue of $5.4 million and total revenue of $141.9 million. Non-GAAP adjusted diluted earnings per share for Q2 2018 was $0.47 compared to $0.50 in Q2 2017.

“Q2 was another good quarter for our company with the underlying business fundamentals strengthening,” said Manhattan Associates president and CEO Eddie Capel. “Q2 total revenue and earnings per share performance improved over Q1 and were slightly ahead of our expectations. Based on our outlook for the remainder of the year, we are raising our 2018 full-year guidance for total revenue and earnings.”  

“While cautious regarding global geopolitical and economic volatility, we continue to be very bullish on the market opportunity ahead and are investing significant capital into transformative industry leading innovation. Our transition to Cloud continues as planned, and at our Momentum customer conference in May, we unveiled exciting product advancements, enabling our clients to Push Possible™ with their commerce supply chains,” added Mr. Capel.

 

SECOND QUARTER 2018 FINANCIAL SUMMARY:

 

We have reclassified certain line items in prior period financial statements to conform to the current period presentation in the consolidated statements of income because of our business transition to cloud subscriptions.

 

 

GAAP diluted earnings per share was $0.42 in Q2 2018 compared to $0.45 in Q2 2017.

 


 

 

 

 

Adjusted diluted earnings per share, a non-GAAP measure, was $0.47 in Q2 2018, compared to $0.50 in Q2 2017.

 

 

Consolidated total revenue was $141.9 million in Q2 2018, compared to $154.1 million in Q2 2017. License revenue was $13.0 million in Q2 2018, compared to $20.1 million in Q2 2017. Cloud subscription revenue was $5.4 million in Q2 2018, compared to $2.4 million in Q2 2017.

 

 

GAAP operating income was $35.7 million in Q2 2018, compared to $49.3 million in Q2 2017.

 

 

Adjusted operating income, a non-GAAP measure, was $40.7 million in Q2 2018, compared to $55.2 million in Q2 2017.

 

 

Cash flow from operations was $16.8 million in Q2 2018, compared to $11.3 million in Q2 2017. Days Sales Outstanding was 64 days at June 30, 2018, compared to 59 days at March 31, 2018.

 

 

Cash and investments totaled $83.4 million at June 30, 2018, compared to $119.0 million at March 31, 2018.

 

 

During the three months ended June 30, 2018, the Company repurchased 1,082,660 shares of Manhattan Associates common stock under the share repurchase program authorized by our Board of Directors for a total investment of $47.9 million. In July 2018, our Board authorized the Company to repurchase up to an aggregate of $50 million of the Company’s common stock.

 

SIX MONTH 2018 FINANCIAL SUMMARY:

 

We have reclassified certain line items in prior period financial statements to conform to the current period presentation in the consolidated statements of income because of our business transition to cloud subscriptions.

 

 

GAAP diluted earnings per share for the six months ended June 30, 2018 was $0.75, compared to $0.85 for the six months ended June 30, 2017.  

 

 

Adjusted diluted earnings per share, a non-GAAP measure, was $0.84 for the six months ended June 30, 2018, compared to $0.92 for the six months ended June 30, 2017.

 


 

 

 

 

Consolidated revenue for the six months ended June 30, 2018, was $272.4 million, compared to $297.6 million for the six months ended June 30, 2017. License revenue was $20.5 million for the six months ended June 30, 2018, compared to $41.3 million for the six months ended June 30, 2017Cloud subscription revenue was $9.8 million for the six months ended June 30, 2018, compared to $3.9 million for the six months ended June 30, 2017.

 

 

GAAP operating income was $63.5 million for the six months ended June 30, 2018, compared to $91.0 million for the six months ended June 30, 2017.

 

 

Adjusted operating income, a non-GAAP measure, was $73.0 million for the six months ended June 30, 2018, compared to $101.5 million for the six months ended June 30, 2017. 

 

 

Cash flow from operations was $68.1 million in the six months ended June 30, 2018, compared to $72.6 million in the six months ended June 30, 2017.

 

 

During the six months ended June 30, 2018, the Company repurchased 2,240,356 shares of Manhattan Associates common stock under the share repurchase program authorized by our Board of Directors, for a total investment of $97.8 million.

 

NEW PRESENTATION OF CONSOLIDATED STATEMENTS OF INCOME

We have reclassified certain line items in prior period financial statements to conform to the current period presentation in the consolidated statements of income because of our business transition to cloud subscriptions. These reclassifications include: all revenue line items; cost of license; cost of cloud subscriptions, maintenance and services; and cost of hardware. These reclassifications did not affect total revenue, operating income or net income. For further detail, please see note 7 in the supplemental financial information accompanying this press release.

 

 

 

 

 


 

 

 

2018 GUIDANCE

Manhattan Associates provides the following updated revenue, operating margin and diluted earnings per share guidance for the full year 2018:

 

 

Guidance Range - 2018 Full Year

 

($'s in millions, except operating margin and EPS)

$ Range

 

 

% Growth Range

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenue - current guidance

$

548

 

 

$

560

 

 

-8%

 

 

-6%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenue - previous guidance

$

546

 

 

$

558

 

 

-8%

 

 

-6%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Margin:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP operating margin - current guidance

 

21.1

%

 

 

21.4

%

 

-10.1%

 

 

-9.8%

 

 

 

Equity-based compensation

 

3.7

%

 

 

3.6

%

 

 

 

 

 

 

 

 

 

 

Adjusted operating margin(1) - current guidance

 

24.8

%

 

 

25.0

%

 

-9.7%

 

 

-9.5%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP operating margin - previous guidance

 

20.0

%

 

 

20.4

%

 

-11.2%

 

 

-10.8%

 

 

 

Equity-based compensation

 

4.0

%

 

 

3.9

%

 

 

 

 

 

 

 

 

 

 

Adjusted operating margin(1) - previous guidance

 

24.0

%

 

 

24.3

%

 

-10.5%

 

 

-10.2%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share (EPS):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP EPS - current guidance

$

1.32

 

 

$

1.36

 

 

-21%

 

 

-19%

 

 

 

Equity-based compensation, net of tax

 

0.25

 

 

 

0.25

 

 

 

 

 

 

 

 

 

 

 

Adjusted EPS(1) - current guidance

$

1.57

 

 

$

1.61

 

 

-16%

 

 

-14%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP EPS - previous guidance

$

1.23

 

 

$

1.27

 

 

-27%

 

 

-24%

 

 

 

Equity-based compensation, net of tax

 

0.25

 

 

 

0.25

 

 

 

 

 

 

 

 

 

 

 

Adjusted EPS(1) - previous guidance

$

1.48

 

 

$

1.52

 

 

-21%

 

 

-19%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) Adjusted operating margin and adjusted EPS are non-GAAP measures that exclude the impact of equity-based

 

 

 

compensation and acquisition-related costs, and the related income tax effects of these items if applicable.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Manhattan Associates currently intends to publish, in each quarterly earnings release, certain expectations with respect to future financial performance. Those statements, including the guidance provided above, are forward looking. Actual results may differ materially. Those statements, including the guidance provided above, do not reflect the potential impact of mergers, acquisitions or other business combinations that may be completed after the date of the release.

Manhattan Associates will make its earnings release and published expectations available on its website (www.manh.com). Following publication of this earnings release, any expectations with respect to future financial performance contained in this release, including the guidance above, should be considered historical only, and Manhattan Associates disclaims any obligation to update them.


 

 

 

CONFERENCE CALL

The Company’s conference call regarding its second quarter financial results will be held today, July 24, 2018, at 4:30 p.m. Eastern Time. We invite investors to a live webcast of the conference call through the Investor Relations section of Manhattan Associates' website at www.manh.com. To listen to the live webcast, please go to the website at least 15 minutes before the call to download and install any necessary audio software.

Those who cannot listen to the live broadcast may access a replay shortly after the call by dialing +1.855.859.2056 in the U.S. and Canada, or +1.404.537.3406 outside the U.S., and entering the conference identification number 6059039 or via the web at www.manh.com. The phone replay will be available for two weeks after the call, and the Internet webcast will be available until Manhattan Associates’ third quarter 2018 earnings release.

GAAP VERSUS NON-GAAP PRESENTATION

The Company provides adjusted operating income and margin, adjusted income tax provision, adjusted net income, adjusted diluted earnings per share, adjusted cost of services, and adjusted cost of cloud subscriptions, maintenance and services in this press release as additional information regarding the Company’s historical and projected operating results. These measures are not in accordance with – or alternatives to – GAAP, and may be different from similarly titled non-GAAP measures used by other companies. The Company believes the presentation of these non-GAAP financial measures facilitates investors’ ability to understand and compare the Company’s results and guidance, because the measures provide supplemental information in evaluating the operating results of its business, as distinct from results that include items not indicative of ongoing operating results, and because the Company believes its peers typically publish similar non-GAAP measures. This release should be read in conjunction with the Company’s Form 8-K earnings release filing for the three and six months ended June 30, 2018.  

Non-GAAP adjusted operating income and margin, adjusted income tax provision, adjusted net income and adjusted diluted earnings per share exclude the impact of equity-based compensation, acquisition-related costs and the amortization of these costs, and a restructuring charge – all net of income tax effects, and the impact of the Tax Cuts and Jobs Act. Adjusted cost of services and adjusted cost of cloud subscriptions, maintenance and services exclude the impact of equity-based compensation. We include reconciliations of the Company’s GAAP


 

 

 

financial measures to non-GAAP adjustments in the supplemental information attached to this release.

ABOUT MANHATTAN ASSOCIATES

Manhattan Associates is a technology leader in supply chain and omnichannel commerce. We unite information across the enterprise, converging front-end sales with back-end supply chain execution. Our software, platform technology and unmatched experience help drive both top-line growth and bottom-line profitability for our customers. 

Manhattan Associates designs, builds and delivers leading edge cloud and on-premise solutions so that across the store, through your network or from your fulfillment center, you are ready to reap the rewards of the omnichannel marketplace. For more information, please visit www.manh.com.

This press release contains “forward-looking statements” relating to Manhattan Associates, Inc.  Forward-looking statements in this press release include, without limitation, the information set forth under “2018 Guidance,” statements we make about market adoption of our cloud-based solution and other statements identified by words such as “may,” “expect,” “forecast,” “anticipate,” “intend,” “plan,” “believe,” “could,” “seek,” “project,” “estimate,” and similar expressions.  Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. Among the important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are: uncertainty about the global economy, risks related from transitioning our business from a traditional perpetual license software company (generally hosted by our customers on their own premises and equipment) to a subscription-based software-as-a service/cloud-based model, disruption in the retail sector, the possible effect of new U.S. tariffs on imports from other countries (and possible responsive tariffs on U.S. exports by other countries) on international commerce, delays in product development, competitive pressures, software errors, information security breaches and the risk factors set forth in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. Manhattan Associates undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in future operating results.

###

 


 

MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Income

(in thousands, except per share amounts)

 

 

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

 

 

(unaudited)

 

 

(unaudited)

 

 

(unaudited)

 

 

(unaudited)

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Software license

 

$

12,973

 

 

$

20,064

 

 

$

20,528

 

 

$

41,341

 

Cloud subscriptions

 

 

5,377

 

 

 

2,378

 

 

 

9,846

 

 

 

3,874

 

Maintenance

 

 

36,993

 

 

 

35,959

 

 

 

73,390

 

 

 

69,335

 

Services

 

 

82,267

 

 

 

85,327

 

 

 

161,024

 

 

 

165,108

 

Hardware

 

 

4,261

 

 

 

10,413

 

 

 

7,652

 

 

 

17,972

 

Total revenue

 

 

141,871

 

 

 

154,141

 

 

 

272,440

 

 

 

297,630

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of license

 

 

2,096

 

 

 

1,438

 

 

 

3,404

 

 

 

2,790

 

Cost of cloud subscriptions, maintenance and services

 

 

56,985

 

 

 

53,109

 

 

 

113,471

 

 

 

108,008

 

Cost of hardware

 

 

-

 

 

 

7,766

 

 

 

-

 

 

 

13,136

 

Research and development

 

 

18,176

 

 

 

14,102

 

 

 

35,235

 

 

 

28,327

 

Sales and marketing

 

 

13,809

 

 

 

11,732

 

 

 

26,693

 

 

 

23,521

 

General and administrative

 

 

12,885

 

 

 

11,387

 

 

 

25,685

 

 

 

23,259

 

Depreciation and amortization

 

 

2,235

 

 

 

2,326

 

 

 

4,437

 

 

 

4,588

 

Restructuring charge

 

 

-

 

 

 

3,022

 

 

 

-

 

 

 

3,022

 

Total costs and expenses

 

 

106,186

 

 

 

104,882

 

 

 

208,925

 

 

 

206,651

 

Operating income

 

 

35,685

 

 

 

49,259

 

 

 

63,515

 

 

 

90,979

 

Other income (loss), net

 

 

986

 

 

 

(68

)

 

 

1,707

 

 

 

(439

)

Income before income taxes

 

 

36,671

 

 

 

49,191

 

 

 

65,222

 

 

 

90,540

 

Income tax provision

 

 

9,003

 

 

 

18,047

 

 

 

14,902

 

 

 

31,172

 

Net income

 

$

27,668

 

 

$

31,144

 

 

$

50,320

 

 

$

59,368

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

$

0.42

 

 

$

0.45

 

 

$

0.75

 

 

$

0.85

 

Diluted earnings per share

 

$

0.42

 

 

$

0.45

 

 

$

0.75

 

 

$

0.85

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

66,429

 

 

 

69,227

 

 

 

66,987

 

 

 

69,610

 

Diluted

 

 

66,535

 

 

 

69,421

 

 

 

67,132

 

 

 

69,844

 

 

 


 

MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES

Reconciliation of Selected GAAP to Non-GAAP Measures

(in thousands, except per share amounts)

 

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

$

35,685

 

 

$

49,259

 

 

$

63,515

 

 

$

90,979

 

Equity-based compensation (a)

 

 

4,927

 

 

 

2,796

 

 

 

9,270

 

 

 

7,268

 

Purchase amortization (c)

 

 

108

 

 

 

108

 

 

 

215

 

 

 

215

 

Restructuring charge (d)

 

 

-

 

 

 

3,022

 

 

 

-

 

 

 

3,022

 

Adjusted operating income (Non-GAAP)

 

$

40,720

 

 

$

55,185

 

 

$

73,000

 

 

$

101,484

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax provision

 

$

9,003

 

 

$

18,047

 

 

$

14,902

 

 

$

31,172

 

Equity-based compensation (a)

 

 

1,207

 

 

 

1,021

 

 

 

2,271

 

 

 

2,653

 

Tax benefit of stock awards vested (b)

 

 

(19

)

 

 

(93

)

 

 

730

 

 

 

1,875

 

Purchase amortization (c)

 

 

26

 

 

 

40

 

 

 

53

 

 

 

79

 

Restructuring charge (d)

 

 

-

 

 

 

1,103

 

 

 

-

 

 

 

1,103

 

U.S. Tax Cuts and Jobs Act impact (e)

 

 

-

 

 

 

-

 

 

 

348

 

 

 

-

 

Adjusted income tax provision (Non-GAAP)

 

$

10,217

 

 

$

20,118

 

 

$

18,304

 

 

$

36,882

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

27,668

 

 

$

31,144

 

 

$

50,320

 

 

$

59,368

 

Equity-based compensation (a)

 

 

3,720

 

 

 

1,775

 

 

 

6,999

 

 

 

4,615

 

Tax benefit of stock awards vested (b)

 

 

19

 

 

 

93

 

 

 

(730

)

 

 

(1,875

)

Purchase amortization (c)

 

 

82

 

 

 

68

 

 

 

162

 

 

 

136

 

Restructuring charge (d)

 

 

-

 

 

 

1,919

 

 

 

-

 

 

 

1,919

 

U.S. Tax Cuts and Jobs Act impact (e)

 

 

-

 

 

 

-

 

 

 

(348

)

 

 

-

 

Adjusted net income (Non-GAAP)

 

$

31,489

 

 

$

34,999

 

 

$

56,403

 

 

$

64,163

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted EPS

 

$

0.42

 

 

$

0.45

 

 

$

0.75

 

 

$

0.85

 

Equity-based compensation (a)

 

 

0.06

 

 

 

0.03

 

 

 

0.10

 

 

 

0.07

 

Tax benefit of stock awards vested (b)

 

 

-

 

 

 

-

 

 

 

(0.01

)

 

 

(0.03

)

Purchase amortization (c)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Restructuring charge (d)

 

 

-

 

 

 

0.03

 

 

 

-

 

 

 

0.03

 

Adjusted diluted EPS (Non-GAAP)

 

$

0.47

 

 

$

0.50

 

 

$

0.84

 

 

$

0.92

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fully diluted shares

 

 

66,535

 

 

 

69,421

 

 

 

67,132

 

 

 

69,844

 

 

(a)

Adjusted results exclude all equity-based compensation, to facilitate comparison with our peers and for the other reasons explained in our Current Report on Form 8-K filed with the SEC on the date hereof. Equity-based compensation is included in the following GAAP operating expense lines for the three and six months ended June 30, 2018 and 2017:

 

  

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of services

 

$

1,556

 

 

$

580

 

 

$

2,673

 

 

$

1,721

 

Research and development

 

 

1,140

 

 

 

434

 

 

 

2,061

 

 

 

1,154

 

Sales and marketing

 

 

347

 

 

 

393

 

 

 

905

 

 

 

1,060

 

General and administrative

 

 

1,884

 

 

 

1,389

 

 

 

3,631

 

 

 

3,333

 

Total equity-based compensation

 

$

4,927

 

 

$

2,796

 

 

$

9,270

 

 

$

7,268

 

 

 

 


 

(b)

Adjustments represent the excess tax benefits and tax deficiencies of the stock awards vested during the period. Excess tax benefits (deficiencies) occur when the amount deductible for an award of equity instruments on our tax return is more (less) than the cumulative compensation cost recognized for financial reporting purposes. As discussed above, we excluded equity-based compensation from adjusted non-GAAP results to be consistent with other companies in the software industry and for the other reasons explained in our Current Report on Form 8-K filed with the SEC. Therefore, we also excluded the related tax benefit (expense) generated upon their vesting.

 

(c)

Adjustments represent purchased intangibles amortization from a prior acquisition. We exclude that amortization from adjusted results to facilitate comparison with our peers, to facilitate comparisons of the results of our core operations from period to period and for the other reasons explained in our Current Report on Form 8-K filed with the SEC.

 

(d)

In May 2017, we eliminated about 100 positions due to the headwinds in the retail sector and to align our services capacity with demand. That action did not impair or alter our strategic investment plans in innovation and sales and marketing to increase market share and extend our competitive advantage. As a result of that initiative, we recorded a charge of approximately $3.0 million in the second quarter of 2017. The charge primarily consisted of employee severance and employee transition and outplacement costs. We do not believe that the charge was a cost resulting from normal operating activities. Consequently, we excluded that charge from adjusted non-GAAP results.

 

(e)

In the fourth quarter of 2017, we recorded a provisional net one-time tax of $2.8 million because of the enactment of the Tax Cuts and Jobs Act (the Act) in December 2017. We calculated that amount based on a reasonable estimate of the income tax effects, primarily from a tax on accumulated foreign earnings and the remeasurement of deferred tax assets. We adjusted our provisional estimate by $0.3 million during the six months ended June 30, 2018.


 

 


 

MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)

 

 

 

June 30, 2018

 

 

December 31, 2017

 

 

 

(unaudited)

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

79,034

 

 

$

125,522

 

Short-term investments

 

 

4,392

 

 

 

-

 

Accounts receivable, net of allowance of $2,753 and $2,692, respectively

 

 

99,112

 

 

 

92,231

 

Prepaid expenses and other current assets

 

 

22,192

 

 

 

10,320

 

Total current assets

 

 

204,730

 

 

 

228,073

 

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

 

15,323

 

 

 

15,493

 

Goodwill, net

 

 

62,244

 

 

 

62,248

 

Deferred income taxes

 

 

606

 

 

 

1,877

 

Other assets

 

 

9,592

 

 

 

7,304

 

Total assets

 

$

292,495

 

 

$

314,995

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

21,192

 

 

$

14,028

 

Accrued compensation and benefits

 

 

25,393

 

 

 

15,826

 

Accrued and other liabilities

 

 

11,029

 

 

 

12,105

 

Deferred revenue

 

 

90,413

 

 

 

75,068

 

Income taxes payable

 

 

-

 

 

 

7,228

 

Total current liabilities

 

 

148,027

 

 

 

124,255

 

 

 

 

 

 

 

 

 

 

Other non-current liabilities

 

 

15,226

 

 

 

15,784

 

 

 

 

 

 

 

 

 

 

Shareholders' equity:

 

 

 

 

 

 

 

 

Preferred stock, no par value; 20,000,000 shares authorized, no shares issued or outstanding in 2018 and 2017

 

 

-

 

 

 

-

 

Common stock, $0.01 par value; 200,000,000 shares authorized; 65,759,735 and 67,776,138 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively

 

 

658

 

 

 

678

 

Retained earnings

 

 

143,994

 

 

 

186,117

 

Accumulated other comprehensive loss

 

 

(15,410

)

 

 

(11,839

)

Total shareholders' equity

 

 

129,242

 

 

 

174,956

 

Total liabilities and shareholders' equity

 

$

292,495

 

 

$

314,995

 

 

 

 


 

MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(in thousands)

 

 

 

Six Months Ended June 30,

 

 

 

2018

 

 

2017

 

 

 

(unaudited)

 

 

(unaudited)

 

Operating activities:

 

 

 

 

 

 

 

 

Net income

 

$

50,320

 

 

$

59,368

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

4,437

 

 

 

4,588

 

Equity-based compensation

 

 

9,270

 

 

 

7,268

 

(Gain) loss on disposal of equipment

 

 

(37

)

 

 

9

 

Deferred income taxes

 

 

803

 

 

 

1,966

 

Unrealized foreign currency (gain) loss

 

 

(1,359

)

 

 

42

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable, net

 

 

(7,913

)

 

 

5,243

 

Other assets

 

 

(5,217

)

 

 

(2,985

)

Accounts payable, accrued and other liabilities

 

 

15,846

 

 

 

(2,117

)

Income taxes

 

 

(14,300

)

 

 

(9,336

)

Deferred revenue

 

 

16,244

 

 

 

8,549

 

Net cash provided by operating activities

 

 

68,094

 

 

 

72,595

 

 

 

 

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

 

 

 

Purchase of property and equipment

 

 

(4,055

)

 

 

(2,703

)

Net purchases of investments

 

 

(5,196

)

 

 

(9,457

)

Net cash used in investing activities

 

 

(9,251

)

 

 

(12,160

)

 

 

 

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

 

 

 

Purchase of common stock

 

 

(103,714

)

 

 

(81,620

)

Net cash used in financing activities

 

 

(103,714

)

 

 

(81,620

)

 

 

 

 

 

 

 

 

 

Foreign currency impact on cash

 

 

(1,617

)

 

 

2,274

 

 

 

 

 

 

 

 

 

 

Net change in cash and cash equivalents

 

 

(46,488

)

 

 

(18,911

)

Cash and cash equivalents at beginning of period

 

 

125,522

 

 

 

95,615

 

Cash and cash equivalents at end of period

 

$

79,034

 

 

$

76,704

 

 


 

 


 

MANHATTAN ASSOCIATES, INC.

SUPPLEMENTAL INFORMATION

1.

GAAP and Adjusted earnings per share by quarter are as follows:

 

 

2017

 

 

2018

 

 

1st Qtr

 

 

2nd Qtr

 

 

3rd Qtr

 

 

4th Qtr

 

 

Full Year

 

 

1st Qtr

 

 

2nd Qtr

 

 

YTD

 

GAAP Diluted EPS

$

0.40

 

 

$

0.45

 

 

$

0.47

 

 

$

0.36

 

 

$