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): October 18, 2007

Manhattan Associates, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Georgia (State or Other Jurisdiction of Incorporation or organization)		0-23999 (Commission File Number)		58-2373424 (I.R.S. Employer Identification No.)

2300 Windy Ridge Parkway, Suite 700, 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 in intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 2.02		Results of Operations and Financial Condition.

     On October 23, 2007, Manhattan Associates, Inc. (the “Company”) issued a press release providing the results for its financial performance for the third quarter ended September 30, 2007. 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, adjusted net income and adjusted earnings per share, which excludes the impact of acquisition-related costs and the amortization thereof, the recapture of previously recognized transaction tax expense and stock option expense under SFAS 123(R), all net of income tax effects. The press release also presents our GAAP revenue, operating income and diluted earnings per share, and our adjusted operating income and adjusted earnings per share, excluding the effects of foreign currency exchange. Adjusted operating income, adjusted net income and adjusted earnings per share are not in accordance with, or an alternative for, operating income, net income and earnings per share under generally accepted accounting principles in the United States (“GAAP”) and may be different from non-GAAP operating income, net income and earnings per share measures used by other companies. In addition, excluding the effects of foreign currency exchange from financial measures is not in accordance with GAAP. Non-GAAP financial measures should not be used as a substitute for, or considered superior to, measures of financial performance prepared in accordance with the GAAP.

     Adjusted Income and Earnings Per Share

     We believe that these adjusted (non-GAAP) results provide more meaningful information regarding those aspects of our current operating performance that can be effectively managed, and consequently have developed our internal reporting, compensation and planning systems using these measures.

•

Because we sporadically engage in acquisitions, we incur acquisition-related costs that consist primarily of expenses from accounting and legal due diligence, whether or not we ultimately proceed with the transaction. Additionally, we might assume and incur certain unusual costs, such as employee retention benefits, that result from arrangements made prior to the acquisition. These acquisition costs are practically difficult to predict and do not correlate to the expenses of our core operations. The amortization of acquisition-related intangible assets is commonly excluded from the GAAP operating income, net income and earnings per share by companies in our industry, and we therefore exclude these amortization costs to provide more relevant and meaningful comparisons of our operating results with that of our competitors.

•

Because we have recognized the full potential amount of the transaction (sales) tax expense in prior periods, any recovery of that expense resulting from the expiration of the state sales tax statutes or the collection of the taxes from our customers would overstate the current period net income derived from our core operations as the recovery is not a result of anything occurring within our control during the current period.

•

Because stock option expense under SFAS 123(R) is determined in significant part by the trading price of our common stock and the volatility thereof, over which we have no direct control, the impact of such expense is not subject to effective management by us. Excluding the impact of SFAS 123(R) in adjusted operating income, adjusted net income and adjusted earnings per share is consistent with similar practice by our competitors and other companies within our industry.

     For these reasons, we have developed our internal reporting, compensation and planning systems using non-GAAP measures which adjust for these amounts.

     We believe the reporting of adjusted operating income, adjusted net income and adjusted earnings per share facilitates investors’ understanding of our historical operating trends, because it provides important supplemental measurement information in evaluating the operating results of our business, as distinct from results that include items that are not indicative of ongoing operating results, and thus provide the investors with useful insight into our profitability exclusive of unusual adjustments. While these adjusted items may not be considered as non-recurring in nature in a strictly accounting sense, the management regards those items as infrequent and not arising out of the ordinary course of business and finds it useful to utilize a non-GAAP measure in evaluating the performance of our underlying core business.

     We also believe that adjusted operating income, adjusted net income and adjusted earnings per share provides a basis for more relevant comparisons to other companies in the industry, enables investors to evaluate our operating performance in a manner consistent with our internal basis of measurement and also presents our investors our operating results on the same basis as that used by our management. Management refers to adjusted operating income, adjusted net income and adjusted earnings per share in making operating decisions because 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 operating income, adjusted net income and adjusted earnings per share facilitate management’s internal comparisons to our historical operating results and comparisons to competitors’ operating results. Further, we rely on adjusted operating income, adjusted net income and adjusted net income per share information 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 or severance related activities and other items that are not central to our core operations, we do not believe it is appropriate and fair to have their incentive compensation affected by these items. By adjusting those items not indicative of ongoing operating results, the non-GAAP financial measure could serve as an alternative useful measure to evaluate our prospect for future performance because our investors are able to more conveniently predict the results of our operating activities on an on-going basis when excluding these less common items.

     Excluding the Effect of Foreign Currency Exchange

     In the press release, we have presented our GAAP revenues, and our GAAP operating income and diluted earnings per share and their adjusted (non-GAAP counterparts) on a ‘constant currency’ basis. Such constant currency financial data is not a GAAP financial measure. Constant currency removes from financial data the impact of changes in exchange rates between the U.S. dollar (our financial reporting currency) and the functional currencies of our foreign subsidiaries, by translating the current period financial data into U.S. dollars using the same foreign currency exchange rates that were used to translate the financial data for the previous period. We believe presenting certain results on a constant currency basis is useful to investors because it allows a more meaningful comparison of the

performance of our foreign operations from period to period. As with our other adjusted measures, constant currency measures should not be considered in isolation or as an alternative to financial measures that reflect current period exchange rates, or to other financial measures calculated and presented in accordance with GAAP.

Item 5.02		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     On October 18, 2007, the Board of Directors elected two new members to the Board: Messrs. Peter J. Kight and Dan L. Lautenbach. Mr. Kight will serve on the Compensation Committee of the Board of Directors and Mr. Lautenbach will serve on the Audit Committee.

Item 5.03		Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

     On October 18, 2007, the Board of Directors of the Company approved and adopted Amended Bylaws of the Company, which include amendments to Article Seven thereof to expressly provide for the ability to issue uncertificated shares. These amendments are intended to comply with Rule 4350(l) of The Nasdaq Marketplace Rules which requires issuers to be eligible for a direct registration program that permits an investor’s ownership to be recorded and maintained on the books of the issuer or its transfer agent without the issuance of a physical stock certificate.

     The foregoing description of the Amended Bylaws is qualified in its entirety by reference to the Amended Bylaws, a copy of which is attached as Exhibit 3.2 and incorporated herein by reference.

Item 9.01.		Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit
Number		Description
3.2		Amended Bylaws of Manhattan Associates, Inc.
99.1		Press Release, dated October 23, 2007.

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, thereunto duly authorized.

Dated: October 23, 2007

EXHIBIT INDEX

Exhibit
Number		Description
3.2		Amended Bylaws of Manhattan Associates, Inc.
99.1		Press Release, dated October 23, 2007.

Exhibit 3.2

AMENDED BYLAWS

OF

MANHATTAN ASSOCIATES, INC.

EFFECTIVE OCTOBER 18, 2007

(Amended to allow issuance of uncertificated shares)

AMENDED BYLAWS
OF
MANHATTAN ASSOCIATES, INC.

TABLE OF CONTENTS

				Page
ARTICLE ONE   OFFICE					1
1.1		REGISTERED OFFICE AND AGENT			1
1.2		PRINCIPAL OFFICE			1
1.3		OTHER OFFICES			1
ARTICLE TWO   SHAREHOLDERS’ MEETINGS					1
2.1		PLACE OF MEETINGS			1
2.2		ANNUAL MEETINGS			1
2.3		SPECIAL MEETINGS			2
2.4		NOTICE OF MEETINGS			2
2.5		WAIVER OF NOTICE			2
2.6		VOTING GROUP; QUORUM; VOTE REQUIRED TO ACT			2
2.7		VOTING OF SHARES			3
2.8		PROXIES			3
2.9		PRESIDING OFFICIAL			3
2.10		ADJOURNMENTS			3
2.11		CONDUCT OF THE MEETING			4
2.12		INSPECTORS OF ELECTION			4
2.13		ACTION OF SHAREHOLDERS WITHOUT A MEETING			4
2.14		MATTERS CONSIDERED AT ANNUAL MEETINGS			4
ARTICLE THREE   BOARD OF DIRECTORS					5
3.1		GENERAL POWERS			5
3.2		NUMBER, ELECTION AND TERM OF OFFICE			5
3.3		REMOVAL OF DIRECTORS			5
3.4		VACANCIES			5
3.5		COMPENSATION			6
3.6		COMMITTEES OF THE BOARD OF DIRECTORS			6
3.7		QUALIFICATION OF DIRECTORS			6
3.8		CERTAIN NOMINATION REQUIREMENTS			6
ARTICLE FOUR   MEETINGS OF THE BOARD OF DIRECTORS					7
4.1		REGULAR MEETINGS			7
4.2		SPECIAL MEETINGS			7
4.3		PLACE OF MEETINGS			7
4.4		NOTICE OF MEETINGS			7
4.5		QUORUM			7
4.6		VOTE REQUIRED FOR ACTION			7

-i-

				Page
4.7		PARTICIPATION BY CONFERENCE TELEPHONE			8
4.8		ACTION BY DIRECTORS WITHOUT A MEETING			8
4.9		ADJOURNMENTS			8
4.10		WAIVER OF NOTICE			8
ARTICLE FIVE   OFFICERS					8
5.1		OFFICERS			8
5.2		TERM			9
5.3		COMPENSATION			9
5.4		REMOVAL			9
5.5		CHAIRMAN OF THE BOARD			9
5.6		CHIEF EXECUTIVE OFFICER			9
5.7		PRESIDENT			9
5.8		VICE PRESIDENTS			10
5.9		SECRETARY			10
5.10		TREASURER			10
ARTICLE SIX   DISTRIBUTIONS AND DIVIDENDS					10
ARTICLE SEVEN   SHARES					11
7.1		SHARES			11
7.2		RIGHTS OF CORPORATION WITH RESPECT TO REGISTERED OWNE		RS 11
7.3		TRANSFERS OF SHARES			11
7.4		DUTY OF CORPORATION TO REGISTER TRANSFER			11
7.5		LOST, STOLEN, OR DESTROYED CERTIFICATES			12
7.6		FIXING OF RECORD DATE			12
7.7		RECORD DATE IF NONE FIXED			12
ARTICLE EIGHT   INDEMNIFICATION					12
8.1		INDEMNIFICATION OF DIRECTORS			12
8.2		INDEMNIFICATION OF OTHERS			13
8.3		OTHER ORGANIZATIONS			13
8.4		ADVANCES			13
8.5		NON-EXCLUSIVITY			13
8.6		INSURANCE			14
8.7		NOTICE			14
8.8		SECURITY			14
8.9		AMENDMENT			14
8.10		AGREEMENTS			14
8.11		CONTINUING BENEFITS			14
8.12		SUCCESSORS			15
8.13		SEVERABILITY			15
8.14		ADDITIONAL INDEMNIFICATION			15

-ii-

				Page
ARTICLE NINE   MISCELLANEOUS					15
9.1		INSPECTION OF BOOKS AND RECORDS			15
9.2		FISCAL YEAR			15
9.3		CORPORATE SEAL			15
9.4		ANNUAL STATEMENTS			16
9.5		NOTICE			16
ARTICLE TEN   AMENDMENTS					16

-iii-

Exhibit 3.2

AMENDED BYLAWS
OF
MANHATTAN ASSOCIATES, INC.

EFFECTIVE OCTOBER ___, 2007
(Amended to allow issuance of uncertificated shares)

     References in these Amended Bylaws of MANHATTAN ASSOCIATES, INC., a Georgia corporation (the “Corporation”) (these “Bylaws”) to “Articles of Incorporation” are to the Articles of Incorporation of the Corporation as amended and restated from time to time.

     All of these Bylaws are subject to contrary provisions, if any, of the Articles of Incorporation (including provisions designating the preferences, limitations, and relative rights of any class or series of shares), the Georgia Business Corporation Code (the “Code”), and other applicable law, as in effect on and after the effective date of these Bylaws. References in these Bylaws to “Sections” shall refer to sections of the Bylaws, unless otherwise indicated.

ARTICLE ONE

OFFICE

     1.1 REGISTERED OFFICE AND AGENT. The Corporation shall maintain a registered office and shall have a registered agent whose business office is the same as the registered office.

     1.2 PRINCIPAL OFFICE. The principal office of the Corporation shall be at the place designated in the Corporation’s annual registration with the Georgia Secretary of State.

     1.3 OTHER OFFICES. In addition to its registered office and principal office, the Corporation may have offices at other locations either in or outside the State of Georgia.

ARTICLE TWO

SHAREHOLDERS’ MEETINGS

     2.1 PLACE OF MEETINGS. Meetings of the Corporation’s shareholders may be held at any location inside or outside the State of Georgia designated by the Board of Directors or any other person or persons who properly call the meeting, or if the Board of Directors or such other person or persons do not specify a location, at the Corporation’s principal office.

     2.2 ANNUAL MEETINGS. The Corporation shall hold an annual meeting of shareholders, at a time determined by the Board of Directors, to elect directors and to transact any business that properly may come before the meeting. The annual meeting may be combined with any other meeting of shareholders, whether annual or special.

     2.3 SPECIAL MEETINGS. Special meetings of shareholders of one or more classes or series of the Corporation’s shares may be called at any time by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President, and shall be called by the Corporation upon the written request (in compliance with applicable requirements of the Code) of the holders of shares representing not less than 35% or more of the votes entitled to be cast on each issue proposed to be considered at the special meeting. The business that may be transacted at any special meeting of shareholders shall be limited to that proposed in the notice of the special meeting given in accordance with Section 2.4 (including related or incidental matters that may be necessary or appropriate to effectuate the proposed business).

     2.4 NOTICE OF MEETINGS. In accordance with Section 9.5 and subject to waiver by a shareholder pursuant to Section 2.5, the Corporation shall give written notice of the date, time, and place of each annual and special shareholders’ meeting no fewer than 10 days nor more than 60 days before the meeting date to each shareholder of record entitled to vote at the meeting. The notice of an annual meeting need not state the purpose of the meeting unless these Bylaws require otherwise. The notice of a special meeting shall state the purpose for which the meeting is called. If an annual or special shareholders’ meeting is adjourned to a different date, time, or location, the Corporation shall give shareholders notice of the new date, time, or location of the adjourned meeting, unless a quorum of shareholders was present at the meeting and information regarding the adjournment was announced before the meeting was adjourned; provided, however, that if a new record date is or must be fixed in accordance with Section 7.6, the Corporation must give notice of the adjourned meeting to all shareholders of record as of the new record date who are entitled to vote at the adjourned meeting.

     2.5 WAIVER OF NOTICE. A shareholder may waive any notice required by the Code, the Articles of Incorporation, or these Bylaws, before or after the date and time of the matter to which the notice relates, by delivering to the Corporation a written waiver of notice signed by the shareholder entitled to the notice. In addition, a shareholder’s attendance at a meeting shall be (a) a waiver of objection to lack of notice or defective notice of the meeting unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting, and (b) a waiver of objection to consideration of a particular matter at the meeting that is not within the purpose stated in the meeting notice, unless the shareholder objects to considering the matter when it is presented. Except as otherwise required by the Code, neither the purpose of nor the business transacted at the meeting need be specified in any waiver.

     2.6 VOTING GROUP; QUORUM; VOTE REQUIRED TO ACT. (a) Unless otherwise required by the Code or the Articles of Incorporation, all classes or series of the Corporation’s shares entitled to vote generally on a matter shall for that purpose be considered a single voting group (a “Voting Group”). If either the Articles of Incorporation or the Code requires separate voting by two or more Voting Groups on a matter, action on that matter is taken only when voted upon by each such Voting Group separately. At all meetings of shareholders, any Voting Group entitled to vote on a matter may take action on the matter only if a quorum of that Voting Group exists at the meeting, and if a quorum exists, the Voting Group may take action on the matter notwithstanding the absence of a quorum of any other Voting Group that may be entitled to vote separately on the matter. Unless the Articles of Incorporation, these Bylaws, or the Code provides otherwise, the presence (in person or by proxy) of shares

representing a majority of votes entitled to be cast on a matter by a Voting Group shall constitute a quorum of that Voting Group with regard to that matter. Once a share is present at any meeting other than solely to object to holding the meeting or transacting business at the meeting, the share shall be deemed present for quorum purposes for the remainder of the meeting and for any adjournments of that meeting, unless a new record date for the adjourned meeting is or must be set pursuant to Section 7.6 of these Bylaws.

     (b) Except as provided in Section 3.4, if a quorum exists, action on a matter by a Voting Group is approved by that Voting Group if the votes cast within the Voting Group favoring the action exceed the votes cast opposing the action, unless the Articles of Incorporation, a provision of these Bylaws that has been adopted pursuant to Section 14-2-1021 of the Code (or any successor provision), or the Code requires a greater number of affirmative votes.

     2.7 VOTING OF SHARES. Unless otherwise required by the Code or the Articles of Incorporation, each outstanding share of any class or series having voting rights shall be entitled to one vote on each matter that is submitted to a vote of shareholders.

     2.8 PROXIES. A shareholder entitled to vote on a matter may vote in person or by proxy pursuant to an appointment executed in writing by the shareholder or by his or her attorney-in-fact. An appointment of a proxy shall be valid for 11 months from the date of its execution, unless a longer or shorter period is expressly stated in the appointment form.

     2.9 PRESIDING OFFICIAL. Except as otherwise provided in this Section 2.9, the Chairman of the Board, and in his or her absence or disability the Chief Executive Officer, and in his or her absence or disability the President, shall preside at every shareholders’ meeting (and any adjournment thereof) as its chairman, if either of them is present and willing to serve. If neither the Chairman of the Board, nor the Chief Executive Officer nor the President is present and willing to serve as chairman of the meeting, and if the Chairman of the Board has not designated another person who is present and willing to serve, then a majority of the Corporation’s directors present at the meeting shall be entitled to designate a person to serve as chairman. If no director of the Corporation is present at the meeting or if a majority of the directors who are present cannot be established, then a chairman of the meeting shall be selected by a majority vote of (a) the shares present at the meeting that would be entitled to vote in an election of directors, or (b) if no such shares are present at the meeting, then the shares present at the meeting comprising the Voting Group with the largest number of shares present at the meeting and entitled to vote on a matter properly proposed to be considered at the meeting. The chairman of the meeting may designate other persons to assist with the meeting.

     2.10 ADJOURNMENTS. At any meeting of shareholders (including an adjourned meeting), a majority of shares of any Voting Group present and entitled to vote at the meeting (whether or not those shares constitute a quorum) may adjourn the meeting, but only with respect to that Voting Group, to reconvene at a specific time and place. If more than one Voting Group is present and entitled to vote on a matter at the meeting, then the meeting may be continued with respect to any such Voting Group that does not vote to adjourn as provided above, and such Voting Group may proceed to vote on any matter to which it is otherwise entitled to do so; provided, however, that if (a) more than one Voting Group is required to take action on a matter

at the meeting and (b) any one of those Voting Groups votes to adjourn the meeting (in accordance with the preceding sentence), then the action shall not be deemed to have been taken until the requisite vote of any adjourned Voting Group is obtained at its reconvened meeting. The only business that may be transacted at any reconvened meeting is business that could have been transacted at the meeting that was adjourned, unless further notice of the adjourned meeting has been given in compliance with the requirements for a special meeting that specifies the additional purpose or purposes for which the meeting is called. Nothing contained in this Section 2.10 shall be deemed or otherwise construed to limit any lawful authority of the chairman of a meeting to adjourn the meeting.

     2.11 CONDUCT OF THE MEETING. At any meeting of shareholders, the chairman of the meeting shall be entitled to establish the rules of order governing the conduct of business at the meeting.

     2.12 INSPECTORS OF ELECTION. The Corporation shall appoint one or more persons, each of whom may be an officer or employee of the Corporation, to act as an inspector at each meeting of shareholders. At each such meeting of shareholders, the inspector shall be responsible for (i) ascertaining the number of shares outstanding and the voting power of each; (ii) determining the shares represents at such meeting; (iii) determining the validity of proxies and ballots; (iv) counting all votes; (v) determining the result of all votes; and (vi) making a written report of his or her determinations. In addition, such inspector shall take and sign an oath to execute faithfully his or her duties with strict impartiality and according to the best of his or her ability.

     2.13 ACTION OF SHAREHOLDERS WITHOUT A MEETING. Action required or permitted to be taken at a meeting of shareholders may be taken without a meeting if the action is taken by all shareholders entitled to vote on the action or, if permitted by the Articles of Incorporation, by persons who would be entitled to vote at a meeting shares having voting power to cast the requisite number of votes (or numbers, in the case of voting by groups) that would be necessary to authorize or take the action at a meeting at which all shareholders entitled to vote were present and voted. The action must be evidenced by one or more written consents describing the action taken, signed by shareholders entitled to take action without a meeting, and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. Such consents shall be executed by shareholders sufficient to act by written consent and received by the Corporation within sixty days of the date upon which such consent is dated. Where required by Section 14-2-704 or other applicable provision of the Code, the Corporation shall provide shareholders with written notice of actions taken without a meeting.

     2.14 MATTERS CONSIDERED AT ANNUAL MEETINGS. Notwithstanding anything to the contrary in these Bylaws, the only business that may be conducted at an annual meeting of shareholders shall be business brought before the meeting (a) by or at the direction of the Board of Directors prior to the meeting, (b) by or at the direction of the Chairman of the Board, the Chief Executive Officer or the President, or (c) by a shareholder of the Corporation who is entitled to vote with respect to the business and who complies with the notice procedures set forth in this Section 2.14. For business to be brought properly before an annual meeting by a shareholder, the shareholder must have given timely notice of the business in writing to the Secretary of the Corporation. To be timely, a shareholder’s notice must be delivered or mailed to

and received at the principal offices of the Corporation, not less than 60 days before the date of the meeting at which the director(s) are to be elected or the proposal is to be considered; however, if less than 70 days notice or prior public disclosure of the date of the scheduled meeting is given or made, notice by the shareholder, to be timely, must be delivered or received not later than the close of business on the tenth day following the earlier of the day on which notice of the date of the meeting is mailed to shareholders or public disclosure of the date of such meeting is made. A shareholder’s notice to the Secretary shall set forth a brief description of each matter of business the shareholder proposes to bring before the meeting and the reasons for conducting that business at the meeting; the name, as it appears on the Corporation’s books, and address of the shareholder proposing the business; the series or class and number of shares of the Corporation’s capital stock that are beneficially owned by the shareholder; and any material interest of the shareholder in the proposed business. The chairman of the meeting shall have the discretion to declare to the meeting that any business proposed by a shareholder to be considered at the meeting is out of order and that such business shall not be transacted at the meeting if (i) the chairman concludes that the matter has been proposed in a manner inconsistent with this Section 2.14 or (ii) the chairman concludes that the subject matter of the proposed business is inappropriate for consideration by the shareholders at the meeting.

ARTICLE THREE

BOARD OF DIRECTORS

     3.1 GENERAL POWERS. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed by, the Board of Directors, subject to any limitation set forth in the Articles of Incorporation, in bylaws approved by the shareholders, or in agreements among all the shareholders that are otherwise lawful.

     3.2 NUMBER, ELECTION AND TERM OF OFFICE. The number of directors of the Corporation shall be fixed by resolution of the Board of Directors or of the shareholders from time to time and, until otherwise determined, shall be two; provided, however, that no decrease in the number of directors shall have the effect of shortening the term of an incumbent director. Except as provided in the Articles of Incorporation, elsewhere in this Section 3.2 and in Section 3.4, the directors shall be elected at each annual meeting of shareholders, or at a special meeting of shareholders called for purposes that include the election of directors, by a plurality of the votes cast by the shares entitled to vote and present at the meeting. Despite the expiration of a director’s term, he or she shall continue to serve until his or her successor, if there is to be any, has been elected and has qualified.

     3.3 REMOVAL OF DIRECTORS. The entire Board of Directors or any individual director may be removed, with or without cause, by the shareholders, provided that Directors elected by a particular Voting Group may be removed only by the shareholders in that Voting Group. Removal action may be taken only at a shareholder’s meeting for which notice of the removal action has been given. A removed director’s successor, if any, may be elected at the same meeting to serve the unexpired term.

     3.4 VACANCIES. A vacancy occurring in the Board of Directors may be filled for the unexpired term, unless the shareholders have elected a successor, by the affirmative vote of a

majority of the remaining directors, whether or not the remaining directors constitute a quorum; provided, however, that if the vacant office was held by a director elected by a particular Voting Group, only the holders of shares of that Voting Group or the remaining directors elected by that Voting Group shall be entitled to fill the vacancy; provided further, however, that if the vacant office was held by a director elected by a particular Voting Group and there is no remaining director elected by that Voting Group, the other remaining directors or director (elected by another Voting Group or Groups) may fill the vacancy during an interim period before the shareholders of the vacated director’s Voting Group act to fill the vacancy. A vacancy or vacancies in the Board of Directors may result from the death, resignation, disqualification, or removal of any director, or from an increase in the number of directors.

     3.5 COMPENSATION. Directors may receive such compensation for their services as directors as may be fixed by the Board of Directors from time to time. A director may also serve the Corporation in one or more capacities other than that of director and receive compensation for services rendered in those other capacities.

     3.6 COMMITTEES OF THE BOARD OF DIRECTORS. The Board of Directors may designate from among its members an executive committee or one or more other standing or ad hoc committees, each consisting of one or more directors, who serve at the pleasure of the Board of Directors. Subject to the limitations imposed by the Code, each committee shall (i) have the authority set forth in the resolution establishing the committee or in any other resolution of the Board of Directors specifying, enlarging, or limiting the authority of the committee and (ii) conduct itself in accordance with the mechanical requirements of this Article Three.

     3.7 QUALIFICATION OF DIRECTORS. No person elected to serve as a director of the Corporation shall assume office and begin serving unless and until duly qualified to serve, as determined by reference to the Code, the Articles of Incorporation, and any further eligibility requirements established in these Bylaws.

     3.8 CERTAIN NOMINATION REQUIREMENTS. No person may be nominated for election as a director at any annual or special meeting of shareholders unless (a) the nomination has been or is being made pursuant to a recommendation or approval of the Board of Directors of the Corporation or a properly constituted committee of the Board of Directors previously delegated authority to recommend or approve nominees for director; (b) the person is nominated by a shareholder of the Corporation who is entitled to vote for the election of the nominee at the subject meeting, and the nominating shareholder has furnished written notice to the Secretary of the Corporation, at the Corporation’s principal office, not less than 60 days before the date of the meeting at which the director(s) are to be elected or the proposal is to be considered; however, if less than 70 days notice or prior public disclosure of the date of the scheduled meeting is given or made, notice by the shareholder, to be timely, must be delivered or received not later than the close of business on the tenth day following the earlier of the day on which notice of the date of the meeting is mailed to shareholders or public disclosure of the date of such meeting is made and the notice (i) sets forth with respect to the person to be nominated his or her name, age, business and residence addresses, principal business or occupation during the past five years, any affiliation with or material interest in the Corporation or any transaction involving the Corporation, and any affiliation with or material interest in any person or entity having an interest materially adverse to the Corporation, and (ii) is accompanied by the sworn or certified

statement of the shareholder that the nominee has consented to being nominated and that the shareholder believes the nominee will stand for election and will serve if elected; or (c) (i) the person is nominated to replace a person previously identified as a proposed nominee (in accordance with the provisions of subpart (b) of this Section 3.8) who has since become unable or unwilling to be nominated or to serve if elected, (ii) the shareholder who furnished such previous identification makes the replacement nomination and delivers to the Secretary of the Corporation (at the time of or prior to making the replacement nomination) an affidavit or other sworn statement affirming that the shareholder had no reason to believe the original nominee would be so unable or unwilling, and (iii) such shareholder also furnishes in writing to the Secretary of the Corporation (at the time of or prior to making the replacement nomination) the same type of information about the replacement nominee as required by subpart (b) of this Section 3.8 to have been furnished about the original nominee. The chairman of any meeting of shareholders at which one or more directors are to be elected, for good cause shown and with proper regard for the orderly conduct of business at the meeting, may waive in whole or in part the operation of this Section 3.8.

ARTICLE FOUR

MEETINGS OF THE BOARD OF DIRECTORS

     4.1 REGULAR MEETINGS. A regular meeting of the Board of Directors shall be held in conjunction with each annual meeting of shareholders. In addition, the Board of Directors may hold regular meetings at other times established by prior resolution.

     4.2 SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board, the Chief Executive Officer, the President, or any two directors in office at that time.

     4.3 PLACE OF MEETINGS. Directors may hold their meetings at any place in or outside the State of Georgia that the Board of Directors may establish from time to time.

     4.4 NOTICE OF MEETINGS. Directors need not be provided with notice of any regular meeting of the Board of Directors. Unless waived in accordance with Section 4.10, the Corporation shall give at least two days’ notice to each director of the date, time, and place of each special meeting. Notice of a meeting shall be deemed to have been given to any director in attendance at any prior meeting at which the date, time, and place of the subsequent meeting was announced.

     4.5 QUORUM. At meetings of the Board of Directors, the greater of (a) a majority of the directors then in office, or (b) one-third of the number of directors fixed in accordance with these Bylaws shall constitute a quorum for the transaction of business.

     4.6 VOTE REQUIRED FOR ACTION. If a quorum is present when a vote is taken, the vote of a majority of the directors present at the time of the vote will be the act of the Board of Directors, unless the vote of a greater number is required by the Code, the Articles of Incorporation, or these Bylaws. A director who is present at a meeting of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless (a) he or she

objects at the beginning of the meeting (or promptly upon his or her arrival) to holding the meeting or transacting business at it; (b) his or her dissent or abstention from the action taken is entered in the minutes of the meeting; or (c) he or she delivers written notice of dissent or abstention to the presiding officer of the meeting before its adjournment or to the Corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.

     4.7 PARTICIPATION BY CONFERENCE TELEPHONE. Members of the Board of Directors may participate in a meeting of the Board by means of conference telephone or similar communications equipment through which all persons participating may hear and speak to each other. Participation in a meeting pursuant to this Section 4.7 shall constitute presence in person at the meeting.

     4.8 ACTION BY DIRECTORS WITHOUT A MEETING. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if a written consent, describing the action taken, is signed by each director and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. The consent may be executed in counterpart, and shall have the same force and effect as a unanimous vote of the Board of Directors at a duly convened meeting.

     4.9 ADJOURNMENTS. A meeting of the Board of Directors, whether or not a quorum is present, may be adjourned by a majority of the directors present to reconvene at a specific time and place. It shall not be necessary to give notice to the directors of the reconvened meeting or of the business to be transacted, other than by announcement at the meeting that was adjourned, unless a quorum was not present at the meeting that was adjourned, in which case notice shall be given to directors in the same manner as for a special meeting. At any such reconvened meeting at which a quorum is present, any business may be transacted that could have been transacted at the meeting that was adjourned.

     4.10 WAIVER OF NOTICE. A director may waive any notice required by the Code, the Articles of Incorporation, or these Bylaws before or after the date and time of the matter to which the notice relates, by a written waiver signed by the director and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. Attendance by a director at a meeting shall constitute waiver of notice of the meeting, except where a director at the beginning of the meeting (or promptly upon his or her arrival) objects to holding the meeting or to transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

ARTICLE FIVE

OFFICERS

     5.1 OFFICERS. The officers of the Corporation shall consist of a President, a Secretary, and a Treasurer, and may include a Chief Executive Officer separate from the President, each of whom shall be elected or appointed by the Board of Directors. The Board of Directors may also elect a Chairman of the Board from among its members, which may be upon election designated an officer of the Corporation or a non-executive Chairman of the Board. The

Board of Directors from time to time may, or may authorize the Chief Executive Officer or the President to, create and establish other offices and the duties thereof and may, or may authorize the Chief Executive Officer or the President to, elect or appoint, or authorize specific senior officers to appoint, the persons who shall hold such other offices, including one or more Vice Presidents (including Executive Vice Presidents, Senior Vice Presidents, Assistant Vice Presidents, and the like), one or more Assistant Secretaries, and one or more Assistant Treasurers. Whether or not so provided by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President may appoint one or more Assistant Secretaries, and one or more Assistant Treasurers. Any two or more offices may be held by the same person.

     5.2 TERM. Each officer shall serve at the pleasure of the Board of Directors (or, if appointed by the Chief Executive Officer, the President, or a senior officer pursuant to this Article Five, at the pleasure of the Board of Directors, the Chief Executive Officer, the President, or the senior officer authorized to have appointed the officer) until his or her death, resignation, or removal, or until his or her replacement is elected or appointed in accordance with this Article Five.

     5.3 COMPENSATION. The compensation of all officers of the Corporation shall be fixed by the Board of Directors or by a committee or officer appointed by the Board of Directors. Officers may serve without compensation.

     5.4 REMOVAL. All officers (regardless of how elected or appointed) may be removed, with or without cause, by the Board of Directors, and any officer appointed by the Chief Executive Officer, the President, or another senior officer may also be removed, with or without cause, by the Chief Executive Officer, the President, or by any senior officer authorized to have appointed the officer to be removed. Removal will be without prejudice to the contract rights, if any, of the person removed, but shall be effective notwithstanding any damage claim that may result from infringement of such contract rights.

     5.5 CHAIRMAN OF THE BOARD. The Chairman of the Board (if there be one), whether an officer or a non-executive Chairman of the Board, shall preside at and serve as chairman of meetings of the shareholders and of the Board of Directors (unless another person is selected under Section 2.9 to act as chairman). The Chairman of the Board shall perform other duties and have other authority as may from time to time be delegated by the Board of Directors.

     5.6 CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall be charged with the general and active management of the Corporation, shall see that all orders and resolutions of the Board of Directors are carried into effect, shall have the authority to select and appoint employees and agents of the Corporation, and shall, in the absence or disability of the Chairman of the Board, perform the duties and exercise the powers of the Chairman of the Board. The Chief Executive Officer shall perform any other duties and have any other authority as may be delegated from time to time by the Board of Directors, and shall be subject to the limitations fixed from time to time by the Board of Directors.

     5.7 PRESIDENT. If there shall be no separate Chief Executive Officer of the Corporation, then the President shall be the chief executive officer of the Corporation and shall have all the duties and authority given under these Bylaws to the Chief Executive Officer. The

President shall otherwise be the chief operating officer of the Corporation and shall, subject to the authority of the Chief Executive Officer, have responsibility for the conduct and general supervision of the business operations of the Corporation. The President shall perform such other duties and have such other authority as may from time to time be delegated by the Board of Directors or the Chief Executive Officer. In the absence or disability of the Chief Executive Officer, the President shall perform the duties and exercise the powers of the Chief Executive Officer.

     5.8 VICE PRESIDENTS. The Vice President (if there be one) shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, whether the duties and powers are specified in these Bylaws or otherwise. If the Corporation has more than one Vice President, the one designated by the Board of Directors or the Chief Executive Officer (in that order of precedence) shall act in the event of the absence or disability of the President. Vice Presidents shall perform any other duties and have any other authority as from time to time may be delegated by the Board of Directors, the Chief Executive Officer, or the President.

     5.9 SECRETARY. The Secretary shall be responsible for preparing minutes of the meetings of shareholders, directors, and committees of directors and for authenticating records of the Corporation. The Secretary or any Assistant Secretary shall have authority to give all notices required by law or these Bylaws. The Secretary shall be responsible for the custody of the corporate books, records, contracts, and other documents. The Secretary or any Assistant Secretary may affix the corporate seal to any lawfully executed documents requiring it, may attest to the signature of any officer of the Corporation, and shall sign any instrument that requires the Secretary’s signature. The Secretary or any Assistant Secretary shall perform any other duties and have any other authority as from time to time may be delegated by the Board of Directors, the Chief Executive Officer, or the President.

     5.10 TREASURER. Unless otherwise provided by the Board of Directors, the Treasurer shall be responsible for the custody of all funds and securities belonging to the Corporation and for the receipt, deposit, or disbursement of these funds and securities under the direction of the Board of Directors. The Treasurer shall cause full and true accounts of all receipts and disbursements to be maintained and shall make reports of these receipts and disbursements to the Board of Directors, the Chief Executive Officer and President upon request. The Treasurer or Assistant Treasurer shall perform any other duties and have any other authority as from time to time may be delegated by the Board of Directors, the Chief Executive Officer, or the President.

ARTICLE SIX

DISTRIBUTIONS AND DIVIDENDS

     Unless the Articles of Incorporation provide otherwise, the Board of Directors, from time to time in its discretion, may authorize or declare distributions or share dividends in accordance with the Code.

ARTICLE SEVEN

SHARES

     7.1 SHARES. The Corporation may issue shares of the Corporation with or without certificates. All certificates representing shares of the Corporation shall be in such form as the Board of Directors from time to time may adopt in accordance with the Code. Share certificates, if any, shall be in registered form and shall indicate the date of issue, the name of the Corporation, that the Corporation is organized under the laws of the State of Georgia, the name of the shareholder, and the number and class of shares and designation of the series, if any, represented by the certificate. Each certificate shall be signed by the President or a Vice President (or in lieu thereof, by the Chairman of the Board or Chief Executive Officer, if there be one) and may be signed by the Secretary or an Assistant Secretary; provided, however, that where the certificate is signed (either manually or by facsimile) by a transfer agent, or registered by a registrar, the signatures of those officers may be facsimiles. Within a reasonable time after the issue or transfer of shares without certificates, the Corporation shall send the holder of such shares a written statement as prescribed by the Code.

     7.2 RIGHTS OF CORPORATION WITH RESPECT TO REGISTERED OWNERS. Prior to due presentation for transfer of registration of its shares, the Corporation may treat the registered owner of the shares (or the beneficial owner of the shares to the extent of any rights granted by a nominee certificate on file with the Corporation pursuant to any procedure that may be established by the Corporation in accordance with the Code) as the person exclusively entitled to vote the shares, to receive any dividend or other distribution with respect to the shares, and for all other purposes; and the Corporation shall not be bound to recognize any equitable or other claim to or interest in the shares on the part of any other person, whether or not it has express or other notice of such a claim or interest, except as otherwise provided by law.

     7.3 TRANSFERS OF SHARES. Transfers of shares shall be made upon the books of the Corporation kept by the Corporation or by the transfer agent designated to transfer the shares, only upon direction of the person named in the certificate, or, with respect to uncertificated shares, the registered owner of such shares, or by an attorney lawfully constituted in writing, and, if such shares are represented by a certificate or certificates, on surrender of the certificate or certificates for such shares properly endorsed, or for uncertificated shares, upon the presentation of proper evidence of authority to transfer by the record holder. Before any new certificate is issued or before any transfer of uncertificated shares is registered, any old certificate shall be surrendered for cancellation or, in the case of a certificate alleged to have been lost, stolen, or destroyed, the provisions of Section 7.5 of these Bylaws shall have been complied with.

     7.4 DUTY OF CORPORATION TO REGISTER TRANSFER. Notwithstanding any of the provisions of Section 7.3 of these Bylaws, the Corporation is under a duty to register the transfer of its shares only if: (a) the share certificate, if any, is endorsed by the appropriate person or persons; (b) reasonable assurance is given that each required endorsement or other instruction is genuine and effective; (c) the Corporation has no duty to inquire into adverse claims or has discharged any such duty; (d) any applicable law relating to the collection of taxes has been complied with; (e) the transfer is in fact rightful or is to a bona fide purchaser; and (f) the transfer

is in compliance with applicable provisions of any transfer restrictions of which the Corporation shall have notice.

     7.5 LOST, STOLEN, OR DESTROYED CERTIFICATES. Any person claiming a share certificate to be lost, stolen, or destroyed shall make an affidavit or affirmation of this claim in such a manner as the Corporation may require and shall, if the Corporation requires, give the Corporation a bond of indemnity in form and amount, and with one or more sureties satisfactory to the Corporation, as the Corporation may require, whereupon an appropriate new certificate (or uncertificated shares in lieu of a new certificate) may be issued in lieu of the one alleged to have been lost, stolen or destroyed.

     7.6 FIXING OF RECORD DATE. For the purpose of determining shareholders (a) entitled to notice of or to vote at any meeting of shareholders or, if necessary, any adjournment thereof, (b) entitled to receive payment of any distribution or dividend, or (c) for any other proper purpose, the Board of Directors may fix in advance a date as the record date. The record date may not be more than 70 days (and, in the case of a notice to shareholders of a shareholders’ meeting, not less than 10 days) prior to the date on which the particular action, requiring the determination of shareholders, is to be taken. A separate record date may be established for each Voting Group entitled to vote separately on a matter at a meeting. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting, unless the Board of Directors shall fix a new record date for the reconvened meeting, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.

     7.7 RECORD DATE IF NONE FIXED. If no record date is fixed as provided in Section 7.6, then the record date for any determination of shareholders that may be proper or required by law shall be, as appropriate, the date on which notice of a shareholders’ meeting is mailed, the date on which the Board of Directors adopts a resolution declaring a dividend or authorizing a distribution, or the date on which any other action is taken that requires a determination of shareholders.

ARTICLE EIGHT

INDEMNIFICATION

     8.1 INDEMNIFICATION OF DIRECTORS. The Corporation shall indemnify and hold harmless any director of the Corporation (an “Indemnified Person”) who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, whether formal or informal, including any action or suit by or in the right of the Corporation (for purposes of this Article Eight, collectively, a “Proceeding”) because he or she is or was a director, officer, employee, or agent of the Corporation, against any judgment, settlement, penalty, fine, or reasonable expenses (including, but not limited to, attorneys’ fees and disbursements, court costs, and expert witness fees) incurred with respect to the Proceeding (for purposes of this Article Eight, a “Liability”), provided, however, that no indemnification shall be made for: (a) any appropriation by a director, in violation of the director’s duties, of any business opportunity of the corporation; (b) any acts or omissions of a director that involve intentional misconduct or a knowing violation of

law; (c) the types of liability set forth in Code Section 14-2-832; or (d) any transaction from which the director received an improper personal benefit.

     8.2 INDEMNIFICATION OF OTHERS. The Board of Directors shall have the power to cause the Corporation to provide to officers, employees, and agents of the Corporation all or any part of the right to indemnification permitted for such persons by appropriate provisions of the Code. Persons to be indemnified may be identified by position or name, and the right of indemnification may be different for each of the persons identified. Each officer, employee, or agent of the Corporation so identified shall be an “Indemnified Person” for purposes of the provisions of this Article Eight.

     8.3 OTHER ORGANIZATIONS. The Corporation shall provide to each director, and the Board of Directors shall have the power to cause the Corporation to provide to any officer, employee, or agent, of the Corporation who is or was serving at the Corporation’s request as a director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise all or any part of the right to indemnification and other rights of the type provided under Sections 8.1, 8.2, 8.4, and 8.10 of this Article Eight (subject to the conditions, limitations, and obligations specified in those Sections) permitted for such persons by appropriate provisions of the Code. Persons to be indemnified may be identified by position or name, and the right of indemnification may be different for each of the persons identified. Each person so identified shall be an “Indemnified Person” for purposes of the provisions of this Article Eight.

     8.4 ADVANCES. Expenses (including, but not limited to, attorneys’ fees and disbursements, court costs, and expert witness fees) incurred by an Indemnified Person in defending any Proceeding of the kind described in Sections 8.1 or 8.3, as to an Indemnified Person who is a director of the Corporation, or in Sections 8.2 or 8.3, as to other Indemnified Persons, if the Board of Directors has specified that advancement of expenses be made available to any such Indemnified Person, shall be paid by the Corporation in advance of the final disposition of such Proceeding as set forth herein. The Corporation shall promptly pay the amount of such expenses to the Indemnified Person, but in no event later than 10 days following the Indemnified Person’s delivery to the Corporation of a written request for an advance pursuant to this Section 8.4, together with a reasonable accounting of such expenses; provided, however, that the Indemnified Person shall furnish the Corporation a written affirmation of his or her good faith belief that he or she has met the applicable standard of conduct and a written undertaking and agreement to repay to the Corporation any advances made pursuant to this Section 8.4 if it shall be determined that the Indemnified Person is not entitled to be indemnified by the Corporation for such amounts. The Corporation may make the advances contemplated by this Section 8.4 regardless of the Indemnified Person’s financial ability to make repayment. Any advances and undertakings to repay pursuant to this Section 8.4 may be unsecured and interest-free.

     8.5 NON-EXCLUSIVITY. Subject to any applicable limitation imposed by the Code or the Articles of Incorporation, the indemnification and advancement of expenses provided by or granted pursuant to this Article Eight shall not be exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any provision of the Articles of Incorporation, or any Bylaw, resolution, or agreement specifically or in general

terms approved or ratified by the affirmative vote of holders of a majority of the shares entitled to be voted thereon.

     8.6 INSURANCE. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or who, while serving in such a capacity, is also or was also serving at the request of the Corporation as a director, officer, trustee, partner, employee, or agent of any corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against any Liability that may be asserted against or incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article Eight.

     8.7 NOTICE. If the Corporation indemnifies or advances expenses to a director under any of Sections 14-2-851 through 14-2-854 of the Code in connection with a Proceeding by or in the right of the Corporation, the Corporation shall, to the extent required by Section 14-2-1621 or any other applicable provision of the Code, report the indemnification or advance in writing to the shareholders with or before the notice of the next shareholders’ meeting.

     8.8 SECURITY. The Corporation may designate certain of its assets as collateral, provide self-insurance, establish one or more indemnification trusts, or otherwise secure or facilitate its ability to meet its obligations under this Article Eight, or under any indemnification agreement or plan of indemnification adopted and entered into in accordance with the provisions of this Article Eight, as the Board of Directors deems appropriate.

     8.9 AMENDMENT. Any amendment to this Article Eight that limits or otherwise adversely affects the right of indemnification, advancement of expenses, or other rights of any Indemnified Person hereunder shall, as to such Indemnified Person, apply only to Proceedings based on actions, events, or omissions (collectively, “Post Amendment Events”) occurring after such amendment and after delivery of notice of such amendment to the Indemnified Person so affected. Any Indemnified Person shall, as to any Proceeding based on actions, events, or omissions occurring prior to the date of receipt of such notice, be entitled to the right of indemnification, advancement of expenses, and other rights under this Article Eight to the same extent as if such provisions had continued as part of the Bylaws of the Corporation without such amendment. This Section 8.9 cannot be altered, amended, or repealed in a manner effective as to any Indemnified Person (except as to Post Amendment Events) without the prior written consent of such Indemnified Person.

     8.10 AGREEMENTS. The provisions of this Article Eight shall be deemed to constitute an agreement between the Corporation and each Indemnified Person hereunder. In addition to the rights provided in this Article Eight, the Corporation shall have the power, upon authorization by the Board of Directors, to enter into an agreement or agreements providing to any Indemnified Person indemnification rights substantially similar to those provided in this Article Eight.

     8.11 CONTINUING BENEFITS. The rights of indemnification and advancement of expenses permitted or authorized by this Article Eight shall, unless otherwise provided when such rights are granted or conferred, continue as to a person who has ceased to be a director,

officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.

     8.12 SUCCESSORS. For purposes of this Article Eight, the term “Corporation” shall include any corporation, joint venture, trust, partnership, or unincorporated business association that is the successor to all or substantially all of the business or assets of this Corporation, as a result of merger, consolidation, sale, liquidation, or otherwise, and any such successor shall be liable to the persons indemnified under this Article Eight on the same terms and conditions and to the same extent as this Corporation.

     8.13 SEVERABILITY. Each of the Sections of this Article Eight, and each of the clauses set forth herein, shall be deemed separate and independent, and should any part of any such Section or clause be declared invalid or unenforceable by any court of competent jurisdiction, such invalidity or unenforceability shall in no way render invalid or unenforceable any other part thereof or any separate Section or clause of this Article Eight that is not declared invalid or unenforceable.

     8.14 ADDITIONAL INDEMNIFICATION. In addition to the specific indemnification rights set forth herein, the Corporation shall indemnify each of its directors and such of its officers as have been designated by the Board of Directors to the full extent permitted by action of the Board of Directors without shareholder approval under the Code or other laws of the State of Georgia as in effect from time to time.

ARTICLE NINE

MISCELLANEOUS

     9.1 INSPECTION OF BOOKS AND RECORDS. The Board of Directors shall have the power to determine which accounts, books, and records of the Corporation shall be available for shareholders to inspect or copy, except for those books and records required by the Code to be made available upon compliance by a shareholder with applicable requirements, and shall have the power to fix reasonable rules and regulations (including confidentiality restrictions and procedures) not in conflict with applicable law for the inspection and copying of accounts, books, and records that by law or by determination of the Board of Directors are made available. Unless required by the Code or otherwise provided by the Board of Directors, a shareholder of the Corporation holding less than two percent of the total shares of the Corporation then outstanding shall have no right to inspect the books and records of the Corporation.

     9.2 FISCAL YEAR. The Board of Directors is authorized to fix the fiscal year of the Corporation and to change the fiscal year from time to time as it deems appropriate.

     9.3 CORPORATE SEAL. The corporate seal will be in such form as the Board of Directors may from time to time determine. The Board of Directors may authorize the use of one or more facsimile forms of the corporate seal. The corporate seal need not be used unless its use is required by law, by these Bylaws, or by the Articles of Incorporation.

     9.4 ANNUAL STATEMENTS. Not later than four months after the close of each fiscal year, and in any case prior to the next annual meeting of shareholders, the Corporation shall prepare (a) a balance sheet showing in reasonable detail the financial condition of the Corporation as of the close of its fiscal year, and (b) a profit and loss statement showing the results of its operations during its fiscal year. Upon receipt of written request, the Corporation promptly shall mail to any shareholder of record a copy of the most recent such balance sheet and profit and loss statement, in such form and with such information as the Code may require.

     9.5 NOTICE. (a) Whenever these Bylaws require notice to be given to any shareholder or to any director, the notice may be given by mail, in person, by courier delivery, by telephone, or by telecopier, telegraph, or similar electronic means. Whenever notice is given to a shareholder or director by mail, the notice shall be sent by depositing the notice in a post office or letter box in a postage-prepaid, sealed envelope addressed to the shareholder or director at his or her address as it appears on the books of the Corporation. Any such written notice given by mail shall be effective: (i) if given to shareholders, at the time the same is deposited in the United States mail; and (ii) in all other cases, at the earliest of (x) when received or when delivered, properly addressed, to the addressee’s last known principal place of business or residence, (y) five days after its deposit in the mail, as evidenced by the postmark, if mailed with first-class postage prepaid and correctly addressed, or (z) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee. Whenever notice is given to a shareholder or director by any means other than mail, the notice shall be deemed given when received.

     (b) In calculating time periods for notice, when a period of time measured in days, weeks, months, years, or other measurement of time is prescribed for the exercise of any privilege or the discharge of any duty, the first day shall not be counted but the last day shall be counted.

ARTICLE TEN

AMENDMENTS

     Except as otherwise provided below or under the Code, the Board of Directors shall have the power to alter, amend, or repeal these Bylaws or adopt new Bylaws. Notwithstanding any other provision of these Bylaws, the Corporation’s Articles of Incorporation or law, neither Section 2.3, 2.14 or 3.8, nor Article Eight hereof nor this Article Ten may be amended or repealed except upon the affirmative vote of holders of at least a majority of the total number of votes of the then outstanding shares of capital stock of the Company that are entitled to vote generally in the election of directors, voting together as a single class. Any Bylaws adopted by the Board of Directors may be altered, amended, or repealed, and new Bylaws adopted, by the shareholders. The shareholders may prescribe in adopting any Bylaw or Bylaws that the Bylaw or Bylaws so adopted shall not be altered, amended, or repealed by the Board of Directors.

Financial Contact:		Dennis Story
		SVP and Chief Financial Officer
		678.597.7116
		dstory@manh.com
Media Contact:		Terrie O’Hanlon
		SVP and Chief Marketing Officer
		678.597.7120
		tohanlon@manh.com

Manhattan Associates Reports Record 3^rd Quarter Revenue and
Earnings

Company raises full year EPS guidance

ATLANTA — October 23, 2007 — Leading supply chain solutions provider Manhattan Associates, Inc. (NASDAQ: MANH), today reported record third quarter 2007 revenue and earnings and raised its Earnings Per Share (EPS) guidance for the year. Manhattan Associates’ third quarter GAAP diluted earnings per share were $0.29, a 53% increase over the third quarter of 2006 on revenue of $84.6 million, a 17% increase. On a non-GAAP basis, adjusted diluted earnings per share were $0.34, a 26% increase over the third quarter of 2006.

THIRD QUARTER FINANCIAL HIGHLIGHTS

Summarized highlights of the 2007 third quarter results, as compared to the 2006 third quarter, follow.

•

Consolidated revenue increased 17% to $84.6 million. Excluding the impact of currency changes, revenue increased 16%.

•

License revenue totaled $17.3 million, an increase of 14%.

•

Services revenue totaled $58.4 million, increasing 14%.

•

GAAP Operating income increased 25% to $10.6 million. Excluding the impact of currency changes, GAAP operating income increased 32%;

•

Operating income, on a non-GAAP basis, increased 10% to $12.7 million. Excluding the impact of currency changes, operating income on a non-GAAP basis increased 15%.

•

GAAP diluted earnings per share increased 53% to $0.29.

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Manhattan Associates Reports Record Third Quarter Revenue — page 2 of 6

•

Adjusted diluted earnings per share increased 26% to $0.34 per share.

•

Appreciation of the Rupee (the company has a major research and development center in India) and other currency changes negatively impacted GAAP and adjusted operating income by $0.6 million or $0.01 per share. The negative $0.01 impact of currency changes on operating results was offset by $0.02 of foreign exchange gains in Other Income. The combined net impact of currency appreciation and foreign exchange gains in the quarter for GAAP and Adjusted EPS results was an increase of $0.01 per diluted share.

•

Cash Flow from Operations was $6.4 million, with Days Sales Outstanding of 80 days.

•

Cash and Investments on Hand at September 30, 2007 was $82.0 million.

•

The Company repurchased 809,680 common shares totaling $22.2 million at an average share price of $27.37 in the quarter.

•

The Board of Directors approved the repurchase of up to $50.0 million of Manhattan Associates’ outstanding common stock. The Board of Directors also appointed two additional members: Pete Kight, Chairman and CEO of CheckFree Corporation, a leading provider of financial e-commerce solutions; and Dan Lautenbach, a 30-year veteran of technology solution companies, primarily IBM, where he ran global software sales.

YEAR-TO-DATE FINANCIAL HIGHLIGHTS

Summarized highlights of the first nine months of 2007, as compared to the first nine months of 2006, follow.

•

Consolidated revenue increased 19% to $252.4 million. Excluding the impact of currency changes, revenue increased 17%.

•

License revenue was $54.5 million, increasing 15%.

•

Services revenue totaled $169.1 million, a 17% increase.

•

GAAP operating income increased 41% to $31.5 million. Excluding the impact of currency changes, GAAP operating income increased 45%.

•

On a non-GAAP basis, operating income increased 16% to $37.3 million. Excluding the impact of currency changes operating income on a non-GAAP basis increased 19%.

•

GAAP diluted earnings per share increased 54% to $0.80.

•

Adjusted diluted earnings per share, on a non-GAAP basis, increased 21% to $0.94.

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Manhattan Associates Reports Record Third Quarter Revenue — page 3 of 6

•

Appreciation of the Rupee and other currency changes negatively impacted GAAP and adjusted operating income by $1.0 million, or $0.02 per share. The negative $1.0 million impact of currency changes on operating results was partially offset by $0.3 million of foreign exchange gains in Other Income. The combined net impact of currency appreciation and foreign exchange gains on year-to-date GAAP and Adjusted EPS results was a reduction of $0.02 per diluted share.

“The third quarter of 2007 marks our 12^th consecutive quarter of double digit revenue growth,” said Pete Sinisgalli, President and CEO. “Each of our three regions contributed to our solid license revenue growth and was profitable in the quarter. Importantly, more than half of our third quarter license revenue came from new customers as we continue to capture market share from competitors. Moreover, our forecast for the fourth quarter is strong. Therefore, we are increasing our adjusted EPS guidance range by 2 cents on the low end and by 3 cents on the high end to a revised range of $1.29 to $1.34,” he added.

Significant sales-related achievements during the quarter follow.

•

New customers such as: 3 Suisses; ASICS America Corporation; Barnes Distribution; Bed, Bath & Beyond; Blackhawk Products Group; Citi Trends, Inc.; Domaxel; Dalepak Limited; Elecon; Electronics for Imaging, Inc.; ElektroKomplektServis; Fitness Quest, Inc.; Gloria Jeans; H E Butt Grocery (HEB); Jefferson Smurfit Corporation; Lamps Plus, Inc.; National Freight, Inc.; Nelson Education Limited; Nestle Nespresso SA; Nor-Cal Beverage Co., Inc.; Northern Safety Co., Inc.; Orchard Brands, Inc. (aka Blair Corp); Performance Warehouse; Reckitt Benckiser, Inc; Restoration Hardware; Safeway, Inc.; Target Corporation; The Apparel Group; and The Tire Rack, Inc.

•

Expanding partnerships with existing customers such as: Always; Argos Limited; Fruit of the Loom Limited; Tesco Stores Limited; and US Foodservice.

•

Closing four large contracts, each of which generated $1 million or more in recognized license revenue.

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Manhattan Associates Reports Record Third Quarter Revenue — page 4 of 6

2007 GUIDANCE

Manhattan Associates provided the following diluted earnings per share guidance for the fourth quarter and full year 2007. The GAAP diluted earnings per share includes the impact of stock options expense under SFAS 123(R). A full reconciliation of GAAP to non-GAAP diluted earnings per share is included in the supplemental attachments to this release.

Manhattan Associates currently intends to publish, in each quarterly earnings release, certain expectations with respect to future financial performance. These statements are forward-looking. Actual results may differ materially, especially in the current uncertain economic environment. These statements do not reflect the potential impact of mergers, acquisitions or other business combinations that may be completed after the date of this release.

Manhattan Associates will make its earnings release and published expectations available on its Web site (www.manh.com). Beginning December 15, 2007, Manhattan Associates will observe a “Quiet Period” during which Manhattan Associates and its representatives will not comment concerning previously published financial expectations. Prior to the start of the Quiet Period, the public can continue to rely on the expectations published in this 2007 Guidance section as still being Manhattan Associates’ current expectation on matters covered, unless Manhattan Associates publishes a notice stating otherwise. During the Quiet Period, previously published expectations should be considered historical only, speaking only as of or prior to the Quiet Period, and Manhattan Associates disclaims any obligation to update any previously published financial expectations during the Quiet Period. The Quiet Period will extend until the date when Manhattan Associates’ next quarterly earnings release is published, currently scheduled for the first week of February 2008.

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Manhattan Associates Reports Record Third Quarter Revenue — page 5 of 6

CONFERENCE CALL

The Company’s conference call regarding its third quarter financial results will be held at 4:30 p.m. Eastern time on Tuesday, October 23, 2007 after the market closes. Investors are invited to listen to a live Web cast of the conference call through the investor relations section of Manhattan Associates’ Web site. To listen to the live Web cast, please go to the Web site at least 15 minutes before the call to download and install any necessary audio software. For those who cannot listen to the live broadcast, a replay will be available shortly after the call by dialing +1.800.642.1687 in the U.S. or Canada and +1.706.645.9291 outside the U.S., and entering the conference identification number 16923337, or via the Web at www.manh.com. The phone replay will be available for two weeks after the call, and the Internet broadcast will be archived at Manhattan Associates’ Web site.

GAAP VERSUS NON-GAAP PRESENTATION

The Company provides adjusted operating income, adjusted net income and adjusted earnings per share in this press release as additional information regarding the Company’s operating results. The measures are not in accordance with — or an alternative for — GAAP, and may be different from non-GAAP operating income, non-GAAP net income and non-GAAP earnings per share measures used by other companies. The Company believes that this presentation of adjusted operating income, adjusted net income and adjusted earnings per share facilitates investors’ understanding of our historical operating trends, because it provides important supplemental measurement information in evaluating the operating results of our business, as distinct from results that include items that are not indicative of ongoing operating results, and thus provide investors with useful insight into our profitability exclusive of unusual adjustments. This release should be read in conjunction with our Form 8-K earnings release filing for the quarter ended September 30, 2007.

The non-GAAP adjusted operating income, adjusted net income and adjusted earnings per share exclude the impact of acquisition related costs and the amortization thereof, the recapture of previously recognized sales tax expense and stock option expense under SFAS 123(R). A reconciliation of our GAAP financial measures to non-GAAP adjustments is included in the supplemental attachment to this release.

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Manhattan Associates Reports Record Third Quarter Revenue — page 6 of 6

The Company also provides revenue, GAAP and adjusted operating income, and GAAP and adjusted diluted earnings per share excluding the impact of foreign currency exchange. This information is not in accordance with — or an alternative for — GAAP, and may be different from measures used by other companies. The Company believes that this information allows a more meaningful comparison of the Company’s performance from period to period.

About Manhattan Associates, Inc.

Manhattan Associates^® provides global supply chain solutions to organizations that consider supply chain software, processes and technology strategic to market leadership. The company’s software portfolio includes five key Supply Chain Solution Suites: Planning and Forecasting, Inventory Optimization, Order Lifecycle Management, Transportation Lifecycle Management and Distribution Management. These solution suites are enhanced by Platform Applications — including Supply Chain Intelligence, Supply Chain Visibility and Supply Chain Event Management - that organize and deliver the information and processes needed to optimize supply chains across functions and locations within and outside an enterprise.. A Supply Chain Process Platform provides a unifying architecture that fosters agility and scalability while minimizing solution implementation, evolution and support costs. More than 1,200 customers worldwide use Manhattan Associates’ global supply chain solutions to enhance profitability and build sustainable competitive advantage. For more information, please visit www.manh.com.

This press release may contain “forward-looking statements” relating to Manhattan Associates, Inc. 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 delays in product development, undetected software errors, competitive pressures, technical difficulties, market acceptance, availability of technical personnel, changes in customer requirements, risks of international operations and general economic conditions. Additional risk factors are set forth in Item 1A. of the Company’s Annual Report on Form 10-K for the year ended December 31, 2006. 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
CONSOLIDATED STATEMENTS OF INCOME
(unaudited and in thousands, except per share amounts)

		Three Months Ended								Nine Months Ended
		September 30								September 30
		2007				2006				2007				2006
Revenue:
License		$	17,303			$	15,217			$	54,454			$	47,540
Services			58,437				51,049				169,100				144,642
Hardware and other			8,849				6,046				28,854				20,816
Total Revenue			84,589				72,312				252,408				212,998
Costs and Expenses:
Cost of license			1,599				1,400				4,045				4,410
Cost of services			28,348				24,231				81,631				69,908
Cost of hardware and other			7,286				5,356				24,511				18,328
Research and development			11,887				9,765				35,316				30,398
Sales and marketing			13,079				11,407				40,177				34,018
General and administrative			8,397				7,896				24,926				21,863
Depreciation and amortization			3,406				3,377				10,261				9,914
Asset impairment charge			—				270				—				270
Acquisition-related charges			—				174				—				1,503
Total costs and expenses			74,002				63,876				220,867				190,612
Operating income			10,587				8,436				31,541				22,386
Other income, net			1,619				630				3,009				2,727
Income before income taxes			12,206				9,066				34,550				25,113
Income tax provision			4,321				3,822				12,253				10,596
Net income		$	7,885			$	5,244			$	22,297			$	14,517
Basic earnings per share		$	0.31			$	0.19			$	0.84			$	0.53
Diluted earnings per share		$	0.29			$	0.19			$	0.80			$	0.52
Weighted average number of shares:
Basic			25,739				26,969				26,536				27,151
Diluted			26,879				27,462				27,723				27,688

MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES
RECONCILIATION OF SELECTED GAAP TO NON-GAAP MEASURES
(unaudited and in thousands, except per share amounts)

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2007				2006				2007				2006
Operating income		$	10,587			$	8,436			$	31,541			$	22,386
Stock option expense			1,224	(a)			1,831	(a)			3,475	(a)			5,451	(a)
Purchase amortization			1,180	(b)			1,217	(b)			3,570	(b)			3,651	(b)
Acquisition-related charges			—				174	(c)			—				1,503	(c)
Asset impairment charge			—				270	(d)			—				270	(d)
Sales tax recoveries			(269)	(d)			(324	)(e)			(1,292)	(d)			(1,056	)(e)
Adjusted operating income (Non-GAAP)		$	12,722			$	11,604			$	37,294			$	32,205
Income tax provision		$	4,321			$	3,822			$	12,253			$	10,596
Stock option expense			435	(a)			370	(a)			1,234	(a)			1,172	(a)
Purchase amortization			419	(b)			469	(b)			1,267	(b)			1,406	(b)
Acquisition-related charges			—				67	(c)			—				579	(c)
Asset impairment charge			—				104	(d)			—				104	(d)
Sales tax recoveries			(96)	(d)			(125	)(e)			(459)	(d)			(408	)(e)
Adjusted income tax provision (Non-GAAP)		$	5,079			$	4,707			$	14,295			$	13,449
Net income		$	7,885			$	5,244			$	22,297			$	14,517
Stock option expense			789	(a)			1,461	(a)			2,241	(a)			4,279	(a)
Purchase amortization			761	(b)			748	(b)			2,303	(b)			2,245	(b)
Acquisition-related charges			—				107	(c)			—				924	(c)
Asset impairment charge			—				166	(d)			—				166	(d)
Sales tax recoveries			(173)	(d)			(199	)(e)			(833)	(d)			(648	)(e)
Adjusted Net income (Non-GAAP)		$	9,262			$	7,527			$	26,008			$	21,483
Diluted EPS		$	0.29			$	0.19			$	0.80			$	0.52
Stock option expense		$	0.03	(a)		$	0.05	(a)		$	0.08	(a)		$	0.15	(a)
Purchase amortization		$	0.03	(b)		$	0.03	(b)		$	0.08	(b)		$	0.08	(b)
Acquisition-related charges		$	—			$	0.00	(c)		$	—			$	0.03	(c)
Asset impairment charge		$	—			$	0.01	(d)		$	—			$	0.01	(d)
Sales tax recoveries		$	(0.01)	(d)		$	(0.01	)(e)		$	(0.03)	(d)		$	(0.02	)(e)
Adjusted Diluted EPS (Non-GAAP)		$	0.34			$	0.27			$	0.94			$	0.78
Fully Diluted Shares			26,879				27,462				27,723				27,688

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2007				2006				2007				2006
Cost of services		$	108			$	546			$	321			$	1,609
Research and development			160				261				474				737
Sales and marketing			375				405				1,115				1,114
General and administrative			581				619				1,565				1,991
Total stock option expense		$	1,224			$	1,831			$	3,475			$	5,451

MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)

		September 30,				December 31,
		2007				2006
		(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents		$	32,531			$	18,449
Short term investments			36,228				90,570
Accounts receivable, net of a $6,002 and $4,901 allowance for doubtful accounts in 2007 and 2006, respectively			73,166				60,937
Deferred income taxes			6,558				5,208
Prepaid expenses and other current assets			9,199				11,939
Total current assets			157,682				187,103
Property and equipment, net			25,198				15,850
Long-term investments			13,226				22,038
Acquisition-related intangible assets, net			10,774				14,344
Goodwill, net			62,279				70,361
Deferred income taxes			7,890				481
Other assets			5,488				4,716
Total assets		$	282,537			$	314,893
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	7,912			$	11,716
Accrued compensation and benefits			18,557				16,560
Accrued and other liabilities			10,096				13,872
Deferred revenue			32,968				29,918
Income taxes payable			5,310				4,006
Total current liabilities			74,843				76,072
Other non-current liabilities			7,990				1,681
Shareholders’ equity:
Preferred stock, no par value; 20,000,000 shares authorized, no shares issued or outstanding in 2007 or 2006			—				—
Common stock, $.01 par value; 100,000,000 shares authorized, 25,702,405 shares issued and outstanding in 2007 and 27,610,105 shares issued and outstanding in 2006			254				276
Additional paid-in capital			39,685				98,704
Retained earnings			156,736				136,321
Accumulated other comprehensive income			3,029				1,839
Total shareholders’ equity			199,704				237,140
Total liabilities and shareholders’ equity		$	282,537			$	314,893

MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited and in thousands)

		Nine Months Ended
		September 30,
		2007				2006
Operating activities:
Net income		$	22,297			$	14,517
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			10,261				9,914
Asset impairment charge			—				270
Stock compensation			4,939				5,544
Loss/(Gain) on disposal of equipment			26				(32	)
Tax benefit of options exercised			1,596				2,444
Excess tax benefits from stock based compensation			(607	)			(1,792	)
Deferred income taxes			(742	)			(790	)
Unrealized foreign currency loss			(880	)			622
Changes in operating assets and liabilities:
Accounts receivable, net			(11,341	)			5,510
Other assets			2,228				(2,055	)
Prepaid retention bonus			—				1,599
Accounts payable, accrued and other liabilities			(7,173	)			(1,066	)
Income taxes			(1,304	)			2,528
Deferred revenue			3,261				4,133
Net cash provided by operating activities			22,561				41,346
Investing activities:
Purchase of property and equipment			(7,934	)			(7,529	)
Net maturities (purchases) of investments			63,185				(29,631	)
Payments in connection with various acquisitions			—				(126	)
Net cash provided by (used in) investing activities			55,251				(37,286	)
Financing activities:
Payment of capital lease obligations			—				(72	)
Purchase of common stock			(74,932	)			(16,029	)
Excess tax benefits from stock based compensation			607				1,792
Proceeds from issuance of common stock from options exercised			9,356				5,124
Net cash used in financing activities			(64,969	)			(9,185	)
Foreign currency impact on cash			1,239				(775	)
Net change in cash and cash equivalents			14,082				(5,900	)
Cash and cash equivalents at beginning of period			18,449				19,419
Cash and cash equivalents at end of period		$	32,531			$	13,519
Supplemental disclosures of cash flow information — noncash investing activity:
Tenant improvements funded by landlord		$	7,918			$	—

MANHATTAN ASSOCIATES, INC.
SUPPLEMENTAL INFORMATION

1.

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

		2006																2007												2006				2007
		1st Qtr				2nd Qtr				3rd Qtr				4th Qtr				1st Qtr				2nd Qtr				3rd Qtr				YTD				YTD
GAAP Diluted EPS		$	0.08			$	0.25			$	0.19			$	0.17			$	0.19			$	0.32			$	0.29			$	0.52			$	0.80
Adjustments to GAAP:
Stock option expense		$	0.04			$	0.06			$	0.05			$	0.03			$	0.03			$	0.03			$	0.03			$	0.15			$	0.08
Purchase amortization		$	0.03			$	0.03			$	0.03			$	0.03			$	0.03			$	0.03			$	0.03			$	0.08			$	0.08
Acquisition related charges		$	0.02			$	0.01			$	—			$	—			$	—			$	—			$	—			$	0.03			$	—
Write off of receivable and settlement charges		$	—			$	—			$	—			$	0.09			$	—			$	—			$	—			$	—			$	—
Asset impairment charge		$	—			$	—			$	0.01			$	—			$	—			$	—			$	—			$	0.01			$	—
Sales tax recoveries		$	(0.01	)		$	(0.01	)		$	(0.01	)		$	(0.01	)		$	(0.01	)		$	(0.02	)		$	(0.01	)		$	(0.02	)		$	(0.03	)
Adjusted Diluted EPS		$	0.16			$	0.34			$	0.27			$	0.31			$	0.23			$	0.36			$	0.34			$	0.78			$	0.94

2.

Revenues and operating income (loss) by reportable segment are as follows (in thousands):

		2006																2007												2006				2007
		1st Qtr				2nd Qtr				3rd Qtr				4th Qtr				1st Qtr				2nd Qtr				3rd Qtr				YTD				YTD
Revenue:
Americas		$	51,143			$	65,695			$	60,799			$	64,683			$	68,446			$	75,599			$	69,850			$	177,637			$	213,895
EMEA			6,952				6,850				6,478				7,071				5,844				9,809				10,463				20,280				26,116
Asia Pacific			4,690				5,356				5,035				4,116				3,900				4,221				4,276				15,081				12,397
		$	62,785			$	77,901			$	72,312			$	75,870			$	78,190			$	89,629			$	84,589			$	212,998			$	252,408
GAAP Operating Income (Loss):
Americas		$	2,467			$	10,095			$	9,131			$	11,054			$	8,734			$	12,338			$	8,894			$	21,693			$	29,966
EMEA			245				3				(839	)			(2,226	)			(1,321	)			1,145				1,432				(591	)			1,256
Asia Pacific			401				739				144				(459	)			(131	)			189				261				1,284				319
		$	3,113			$	10,837			$	8,436			$	8,369			$	7,282			$	13,672			$	10,587			$	22,386			$	31,541
Adjustments (pre-tax):
Americas:
Stock option expense		$	1,558			$	1,819			$	1,700			$	1,177			$	1,082			$	1,090			$	1,184			$	5,077			$	3,356
Purchase amortization			1,217				1,217				1,217				1,217				1,195				1,195				1,180				3,651				3,570
Acquisition related charges			722				607				174				—				—				—				—				1,503				—
Settlement charges			—				—				—				810				—				—				—				—				—
Asset impairment charge			—				—				270				—				—				—				—				270				—
Sales tax recoveries			(267	)			(465	)			(324	)			(514	)			(373	)			(650	)			(269	)			(1,056	)			(1,292	)
		$	3,230			$	3,178			$	3,037			$	2,690			$	1,904			$	1,635			$	2,095			$	9,445			$	5,634
EMEA:
Stock option expense		$	118			$	125			$	131			$	15			$	39			$	40			$	40			$	374			$	119
Write off of receivable and settlement charges			—				—				—				2,046				—				—								—				—
		$	118			$	125			$	131			$	2,061			$	39			$	40			$	40			$	374			$	119
Total Adjustments		$	3,348			$	3,303			$	3,168			$	4,751			$	1,943			$	1,675			$	2,135			$	9,819			$	5,753
Adjusted non-GAAP Operating Income (Loss):
Americas		$	5,697			$	13,273			$	12,168			$	13,744			$	10,638			$	13,973			$	10,989			$	31,138			$	35,600
EMEA			363				128				(708	)			(165	)			(1,282	)			1,185				1,472				(217	)			1,375
Asia Pacific			401				739				144				(459	)			(131	)			189				261				1,284				319
		$	6,461			$	14,140			$	11,604			$	13,120			$	9,225			$	15,347			$	12,722			$	32,205			$	37,294

3.

Our services revenue consists of fees generated from professional services and customer support and software enhancements related to our software products as follows (in thousands):

		2006																2007												2006				2007
		1st Qtr				2nd Qtr				3rd Qtr				4th Qtr				1st Qtr				2nd Qtr				3rd Qtr				YTD				YTD
Professional services		$	31,801			$	34,376			$	36,105			$	34,105			$	38,831			$	39,865			$	41,488			$	102,282			$	120,184
Customer support and software enhancements			13,361				14,055				14,944				15,774				15,969				15,998				16,949				42,360				48,916
Total services revenue		$	45,162			$	48,431			$	51,049			$	49,879			$	54,800			$	55,863			$	58,437			$	144,642			$	169,100

4.

Hardware and other revenue includes the following items (in thousands):

		2006																2007												2006				2007
		1st Qtr				2nd Qtr				3rd Qtr				4th Qtr				1st Qtr				2nd Qtr				3rd Qtr				YTD				YTD
Hardware revenue			4,471				5,424				3,326				4,967				6,666				7,270				5,614			$	13,221			$	19,550
Billed Travel			2,076				2,799				2,720				2,021				2,971				3,098				3,235				7,595				9,304
Total Hardware and other revenue		$	6,547			$	8,223			$	6,046			$	6,988			$	9,637			$	10,368			$	8,849			$	20,816			$	28,854