UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Manhattan Associates, Inc.

(Exact name of registrant as specified in its charter)

Georgia		0-23999		58-2373424
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2300 Windy Ridge Parkway, Suite 1000, Atlanta, Georgia		30339
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (770) 955-7070

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

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 July 19, 2011, Manhattan Associates, Inc. (the “Company”) issued a press release providing the results for its financial performance for the second quarter and six months ended June 30, 2011. 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 equity-based compensation — all net of income tax effects and unusual tax adjustments.

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

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

	•		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 difficult to predict and do not correlate to the expenses of our core operations. We believe our competitors and peers typically present as a non-GAAP measure adjusted net income and adjusted earnings per share that exclude the amortization of acquisition-related intangible assets, and thus we exclude these amortization costs when calculating adjusted net income and adjusted earnings per share to facilitate 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, the collection of the taxes from our customers or a sales tax audit refund 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 equity-based compensation expense is not an expense that typically requires or will require cash settlement by the Company, and because we believe our competitors and peers typically present non-GAAP results excluding all equity-based compensation expense, we have not included equity-based compensation expense and the related tax benefit generated upon the disposition of equity-based compensation in the assessment of our operating performance.

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, 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 provide a basis for more relevant comparisons to other companies in the industry, enable investors to evaluate our operating performance in a manner consistent with our internal basis of measurement and also present 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 we believe they provide meaningful supplemental information regarding our operational performance and our ability to invest in research and development and fund acquisitions and capital expenditures. In addition, adjusted 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 or fair to have their incentive compensation affected by these items.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number				Description
	99.1			Press Release, dated July 19, 2011

SIGNATURES

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

Dated: July 19, 2011

EXHIBIT INDEX

Exhibit
Number				Description
	99.1			Press Release, dated July 19, 2011.

Exhibit 99.1

Contact:		Dennis Story Chief Financial Officer Manhattan Associates, Inc. 678-597-7115 dstory@manh.com		Will Haraway Senior Manager, Media Relations Manhattan Associates, Inc. 678-597-7466 wharaway@manh.com

Manhattan Associates Reports Record Earnings on Strong Revenue Performance

Company raises full-year Revenue and EPS guidance

ATLANTA — July 19, 2011 — Leading supply chain optimization provider Manhattan Associates, Inc. (NASDAQ: MANH) today reported record second quarter 2011 non-GAAP adjusted diluted earnings per share of $0.65 compared to $0.42 in the second quarter of 2010, on license revenue of $16.3 million and total revenue of $88.4 million. GAAP earnings per share were a record $0.57 compared to earnings of $0.36 per share in the prior year second quarter.

Manhattan Associates President and CEO Pete Sinisgalli commented, “Our second quarter results were strong in essentially all areas. Moreover, our outlook for the second half of 2011 is encouraging.”

SECOND QUARTER 2011 FINANCIAL SUMMARY:

•

Adjusted diluted earnings per share, a non-GAAP measure, was $0.65 in the second quarter of 2011, compared to $0.42 in the second quarter of 2010.

•

The Company reported GAAP diluted earnings per share of $0.57 in the second quarter of 2011, compared to $0.36 in the second quarter of 2010.

•

Consolidated revenue for the second quarter of 2011 was $88.4 million, compared to $77.6 million in the second quarter of 2010. License revenue was $16.3 million in the second quarter of 2011, compared to $15.5 million in the second quarter of 2010.

•

Adjusted operating income, a non-GAAP measure, was $21.1 million in the second quarter of 2011, compared to $14.4 million in the second quarter of 2010.

•

GAAP operating income for the second quarter of 2011 was $18.2 million, compared to $12.0 million in the second quarter of 2010.

•

Cash flow from operations was $16.0 million in the second quarter of 2011, compared to $10.0 million in the second quarter of 2010. Days Sales Outstanding were 55 days at June 30, 2011, compared to 57 days at March 31, 2011.

•

Cash and investments on-hand at June 30, 2011 was $110.3 million, compared to $126.9 million at December 31, 2010.

•

The Company repurchased approximately 1.1 million common shares under the share repurchase program authorized by the Board of Directors, totaling $38.3 million at an average share price of $35.50 in the second quarter of 2011. In July 2011, the Board of Directors approved raising the Company’s remaining share repurchase authority to an aggregate $50.0 million of Manhattan Associates outstanding common stock.

SIX MONTH 2011 FINANCIAL SUMMARY:

•

Adjusted diluted earnings per share, a non-GAAP measure, was a record $1.06 for the six months ended June 30, 2011, compared to $0.82 for the six months ended June 30, 2010.

•

GAAP diluted earnings per share for the six months ended June 30, 2011 was $0.89, compared to $0.68 for the six months ended June 30, 2010.

•

Consolidated revenue for the six months ended June 30, 2011 was $160.1 million, compared to $151.6 million for the six months ended June 30, 2010. License revenue was $24.1 million for the six months ended June 30, 2011, compared to $29.7 million in the six months ended June 30, 2010.

•

Adjusted operating income, a non-GAAP measure, was $31.5 million for the six months ended June 30, 2011, compared to $28.7 million for the six months ended June 30, 2010.

•

GAAP operating income was $25.8 million for the six months ended June 30, 2011, compared to $23.5 million for the six months ended June 30, 2010, which included $1.2 million of recoveries of previously expensed sales tax associated with expiring sales tax audit statutes.

•

For the six months ended June 30, 2011, the Company repurchased approximately 1.9 million common shares under the share repurchase program authorized by the Board of Directors at an average share price of $33.55, for a total investment of $63.9 million.

SALES ACHIEVEMENTS:

•

Closing four contracts of $1.0 million or more in recognized license revenue during the quarter.

•

Completing software license wins with new customers such as: Beigi Foton Motor Co., Ltd, Bollore Logistics, Copernica Inc., CSPC Zhongcheng Pharmaceutical Logistics Company, DBA Amplifier, eCMM Services, Inc., Heilan Group, Jiangsu Horizon Supermarket Company Limited, Michael Kors (USA), Inc., MWI Veterinary Supply Co., Precision Planting Incorporated, Starbucks Corporation and Westco MultiTemp Distribution Centres, Inc.

•

Expanding partnerships with existing customers such as: American Eagle Outfitters, Inc., Better Life Commercial Chain Share Co LTD, Ceva Logistics U.S., Inc., Coach, Inc., Devanlay SA, Ewing Irrigation, Inc., Family Dollar, Inc., Fiskars Brands,Inc., Follett Higher Education Group, House of Fraser (Stores) Limited, Kwik Trip Inc., Masscash (Pty) Ltd, Ocean State Jobbers, Inc., O’Reilly Automotive, Inc., Panalpina Management AG and True Religion Brand Jeans.

2011 GUIDANCE

Manhattan Associates provided the following revenue and diluted earnings per share guidance for the full year 2011. As detailed in Note 8 in the supplemental attachments to this release, this guidance excludes restricted stock expense previously included in adjusted results. Additionally, a full reconciliation of GAAP to non-GAAP diluted earnings per share is included in the supplemental attachments to this release.

		Guidance Range - 2011 Full year
($’s in millions, except EPS)		$ Range								% Growth range
Total revenue — current guidance		$	325			$	335				10	%			13	%
Total revenue — previous guidance		$	325			$	330				10	%			11	%
Diluted earnings per share (EPS):
Adjusted EPS(1) — current guidance		$	1.97			$	2.02				25	%			28	%
GAAP EPS — current guidance		$	1.65			$	1.70				32	%			36	%
Adjusted EPS(1) — previous guidance		$	1.87			$	1.92				18	%			22	%
GAAP EPS — previous guidance		$	1.55			$	1.60				24	%			28	%

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 September 16, 2011, 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 2011 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 third week of October 2011.

CONFERENCE CALL

The Company’s conference call regarding its second quarter 2011 financial results will be held at 4:30 p.m. Eastern Time on Tuesday, July 19, 2011. Investors are invited to listen to a live webcast of the conference call through the investor relations section of Manhattan Associates’ website at www.manh.com. To listen to the live webcast, please go to the website at least 15 minutes before the call to download and install any necessary audio software. For those who cannot listen to the live broadcast, a replay can be accessed shortly after the call by dialing +1.800.642.1687 in the U.S. and Canada, or +1.706.645.9291 outside the U.S., and entering the conference identification number 76885827 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 available until Manhattan Associates’ third quarter 2011 earnings release.

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. These 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 the presentation of these non-GAAP financial measures facilitates investors’ understanding of its historical operating trends, because it provides important supplemental measurement information in evaluating the operating results of its business, as distinct from results that include items that are not indicative of ongoing operating results. The Company consequently believes that the presentation of these non-GAAP financial measures provides investors with useful insight into its profitability. This release should be read in conjunction with its Form 8-K earnings release filing for the quarter ended June 30, 2011.

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 equity-based compensation — all net of income tax effects and unusual tax adjustments. In addition, the Company’s forward-looking non-GAAP adjusted earnings per share included with its 2011 Guidance excludes all equity-based compensation expense. Reconciliations of the Company’s GAAP financial measures to non-GAAP adjustments are included in the supplemental information attached to this release.

ABOUT MANHATTAN ASSOCIATES, INC.

Manhattan Associates continues to deliver on its 21-year heritage of providing global supply chain excellence to more than 1,200 customers worldwide that consider supply chain optimization core to their strategic market leadership. The company’s supply chain innovations include: Manhattan SCOPE^® a portfolio of software solutions and technology that leverages a Supply Chain Process Platform to help organizations optimize their supply chains from planning through execution; Manhattan SCALE™, a portfolio of distribution management and transportation management solutions built on Microsoft. NET technology; and Manhattan Carrier™, a suite of supply chain solutions specifically addressing the needs of the motor carrier industry. For more information, please visit www.manh.com.

This press release contains “forward-looking statements” relating to Manhattan Associates, Inc. Forward-looking statements in this press release includes the information set forth under “2011 Guidance.” Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. Among the important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are: uncertainty about the global economy; delays in product development; competitive pressures; software errors; and additional risk factors set forth in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010. Manhattan Associates undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in future operating results.

###

MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)

		Three Months Ended June 30,								Six Months Ended June 30,
		2011				2010				2011				2010
		(unaudited)
Revenue:
Software license		$	16,347			$	15,485			$	24,109			$	29,692
Services			63,774				54,780				119,852				108,241
Hardware and other			8,281				7,376				16,151				13,657
Total revenue			88,402				77,641				160,112				151,590
Costs and expenses:
Cost of license			1,824				1,611				3,063				3,160
Cost of services			27,462				24,906				52,420				48,970
Cost of hardware and other			6,457				6,205				12,757				11,274
Research and development			10,676				10,334				21,059				20,774
Sales and marketing			12,309				12,073				22,909				22,541
General and administrative			9,238				8,177				17,914				16,638
Depreciation and amortization			2,223				2,318				4,224				4,733
Total costs and expenses			70,189				65,624				134,346				128,090
Operating income			18,213				12,017				25,766				23,500
Other income (loss), net			334				304				352				(194	)
Income before income taxes			18,547				12,321				26,118				23,306
Income tax provision			6,208				4,132				6,613				7,922
Net income		$	12,339			$	8,189			$	19,505			$	15,384
Basic earnings per share		$	0.60			$	0.38			$	0.93			$	0.70
Diluted earnings per share		$	0.57			$	0.36			$	0.89			$	0.68
Weighted average number of shares:
Basic			20,696				21,718				20,861				21,837
Diluted			21,775				22,776				21,926				22,655

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

		Three Months Ended June 30,								Six Months Ended June 30,
		2011				2010				2011				2010
Operating income		$	18,213			$	12,017			$	25,766			$	23,500
Equity-based compensation (a)			2,405				2,502				4,814				5,087
Purchase amortization (b)			438				639				877				1,277
Sales tax recoveries (c)			—				(792	)			—				(1,212	)
Adjusted operating income (Non-GAAP)		$	21,056			$	14,366			$	31,457			$	28,652
Income tax provision		$	6,208			$	4,132			$	6,613			$	7,922
Equity-based compensation (a)			806				863				1,613				1,755
Purchase amortization (b)			147				221				294				441
Sales tax recoveries (c)			—				(273	)			—				(418	)
Unusual tax adjustments (d)			6				118				112				118
Adjusted income tax provision (Non-GAAP)		$	7,167			$	5,061			$	8,632			$	9,818
Net income		$	12,339			$	8,189			$	19,505			$	15,384
Equity-based compensation (a)			1,599				1,639				3,201				3,332
Purchase amortization (b)			291				418				583				836
Sales tax recoveries (c)			—				(519	)			—				(794	)
Unusual tax adjustments (d)			(6	)			(118	)			(112	)			(118	)
Adjusted net income (Non-GAAP)		$	14,223			$	9,609			$	23,177			$	18,640
Diluted EPS		$	0.57			$	0.36			$	0.89			$	0.68
Equity-based compensation (a)			0.07				0.07				0.15				0.15
Purchase amortization (b)			0.01				0.02				0.03				0.04
Sales tax recoveries (c)			—				(0.02	)			—				(0.04	)
Unusual tax adjustments (d)			—				(0.01	)			(0.01	)			(0.01	)
Adjusted diluted EPS (Non-GAAP)		$	0.65			$	0.42			$	1.06			$	0.82
Fully diluted shares			21,775				22,776				21,926				22,655

		Three Months Ended June 30,								Six Months Ended June 30,
		2011				2010				2011				2010
Cost of services		$	356			$	369			$	703			$	706
Research and development			386				406				758				778
Sales and marketing			562				734				1,148				1,432
General and administrative			1,101				993				2,205				2,171
Total equity-based compensation		$	2,405			$	2,502			$	4,814			$	5,087

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

		June 30, 2011				December 31, 2010
		(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents		$	103,400			$	120,744
Short term investments			5,956				4,414
Accounts receivable, net of allowance of $5,094 and $5,711 in 2011 and 2010, respectively			52,995				47,419
Deferred income taxes			7,486				7,214
Income taxes receivable			1,609				2,446
Prepaid expenses and other current assets			6,979				6,743
Total current assets			178,425				188,980
Property and equipment, net			13,516				14,833
Long-term investments			909				1,711
Goodwill, net			62,281				62,265
Acquisition-related intangible assets, net			309				1,186
Deferred income taxes			9,204				8,816
Other assets			3,118				2,673
Total assets		$	267,762			$	280,464
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	8,927			$	7,745
Accrued compensation and benefits			13,959				19,807
Accrued and other liabilities			13,950				13,856
Deferred revenue			50,335				44,974
Total current liabilities			87,171				86,382
Other non-current liabilities			9,888				10,282
Shareholders’ equity:
Preferred stock, no par value; 20,000,000 shares authorized, no shares issued or outstanding in 2011 or 2010			—				—
Common stock, $.01 par value; 100,000,000 shares authorized; 21,106,727 and 21,729,789 shares issued and outstanding at June 30, 2011 and December 31, 2010, respectively			211				217
Additional paid-in capital			—				487
Retained earnings			171,371				184,152
Accumulated other comprehensive loss			(879	)			(1,056	)
Total shareholders’ equity			170,703				183,800
Total liabilities and shareholders’ equity		$	267,762			$	280,464

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

		Six Months Ended June 30,
		2011				2010
		(unaudited)
Operating activities:
Net income		$	19,505			$	15,384
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			4,224				4,733
Stock compensation			4,814				5,087
Loss on disposal of equipment			12				(6	)
Tax benefit of stock awards exercised/vested			2,885				1,237
Excess tax benefits from stock based compensation			(1,198	)			(342	)
Deferred income taxes			(633	)			(25	)
Unrealized foreign currency (gain) loss			(57	)			24
Changes in operating assets and liabilities:
Accounts receivable, net			(5,198	)			(9,299	)
Other assets			(623	)			(1,122	)
Accounts payable, accrued and other liabilities			(5,347	)			8,285
Income taxes			855				(1,837	)
Deferred revenue			4,886				1,743
Net cash provided by operating activities			24,125				23,862
Investing activities:
Purchase of property and equipment			(1,996	)			(2,706	)
Net (purchases) maturities of investments			(723	)			98
Net cash used in investing activities			(2,719	)			(2,608	)
Financing activities:
Purchase of common stock			(65,996	)			(41,022	)
Proceeds from issuance of common stock from options exercised			25,517				17,445
Excess tax benefits from stock based compensation			1,198				342
Net cash used in financing activities			(39,281	)			(23,235	)
Foreign currency impact on cash			531				(573	)
Net change in cash and cash equivalents			(17,344	)			(2,554	)
Cash and cash equivalents at beginning of period			120,744				120,217
Cash and cash equivalents at end of period		$	103,400			$	117,663

MANHATTAN ASSOCIATES, INC.
SUPPLEMENTAL INFORMATION

1.

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

		2010																				2011
		1st Qtr				2nd Qtr				3rd Qtr				4th Qtr				Full Year				1st Qtr				2nd Qtr				YTD
GAAP Diluted EPS		$	0.32			$	0.36			$	0.28			$	0.29			$	1.25			$	0.32			$	0.57			$	0.89
Adjustments to GAAP:
Equity-based compensation			0.08				0.07				0.08				0.08				0.30				0.07				0.07				0.15
Purchase amortization			0.02				0.02				0.02				0.01				0.07				0.01				0.01				0.03
Sales tax recoveries			(0.01	)			(0.02	)			—				—				(0.04	)			—				—				—
Unusual tax adjustments			—				(0.01	)			—				—				(0.01	)			—				—				(0.01	)
Adjusted Diluted EPS		$	0.40			$	0.42			$	0.38			$	0.38			$	1.58			$	0.41			$	0.65			$	1.06

2.

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

		2010																				2011
		1st Qtr				2nd Qtr				3rd Qtr				4th Qtr				Full Year				1st Qtr				2nd Qtr				YTD
Revenue:
Americas		$	61,889			$	64,875			$	62,555			$	59,631			$	248,950			$	60,185			$	72,634			$	132,819
EMEA			7,989				8,587				8,266				7,324				32,166				8,336				11,075				19,411
APAC			4,071				4,179				3,193				4,558				16,001				3,189				4,693				7,882
		$	73,949			$	77,641			$	74,014			$	71,513			$	297,117			$	71,710			$	88,402			$	160,112
GAAP Operating Income (Loss):
Americas		$	10,333			$	9,836			$	8,121			$	7,578			$	35,868			$	7,087			$	15,749			$	22,836
EMEA			418				1,530				1,214				523				3,685				909				1,963				2,872
APAC			732				651				277				714				2,374				(443	)			501				58
		$	11,483			$	12,017			$	9,612			$	8,815			$	41,927			$	7,553			$	18,213			$	25,766
Adjustments (pre-tax):
Americas:
Equity-based compensation		$	2,585			$	2,502			$	2,620			$	2,713			$	10,420			$	2,409			$	2,405			$	4,814
Purchase amortization			638				639				571				439				2,287				439				438				877
Sales tax recoveries			(420	)			(792	)			—				—				(1,212	)			—				—				—
		$	2,803			$	2,349			$	3,191			$	3,152			$	11,495			$	2,848			$	2,843			$	5,691
Adjusted non-GAAP Operating Income (Loss):
Americas		$	13,136			$	12,185			$	11,312			$	10,730			$	47,363			$	9,935			$	18,592			$	28,527
EMEA			418				1,530				1,214				523				3,685				909				1,963				2,872
APAC			732				651				277				714				2,374				(443	)			501				58
		$	14,286			$	14,366			$	12,803			$	11,967			$	53,422			$	10,401			$	21,056			$	31,457

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):

		2010																				2011
		1st Qtr				2nd Qtr				3rd Qtr				4th Qtr				Full Year				1st Qtr				2nd Qtr				YTD
Professional services		$	33,960			$	34,349			$	33,349			$	30,213			$	131,871			$	35,184			$	42,150			$	77,334
Customer support and software enhancements			19,501				20,431				20,137				21,810				81,879				20,894				21,624				42,518
Total services revenue		$	53,461			$	54,780			$	53,486			$	52,023			$	213,750			$	56,078			$	63,774			$	119,852

4.

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

		2010																				2011
		1st Qtr				2nd Qtr				3rd Qtr				4th Qtr				Full Year				1st Qtr				2nd Qtr				YTD
Hardware revenue		$	4,518			$	5,053			$	5,763			$	4,612			$	19,946			$	5,504			$	5,540			$	11,044
Billed travel			1,763				2,323				2,673				2,212				8,971				2,366				2,741				5,107
Total hardware and other revenue		$	6,281			$	7,376			$	8,436			$	6,824			$	28,917			$	7,870			$	8,281			$	16,151

5.		Impact of Currency Fluctuation
		The following table reflects the increases (decreases) in the results of operations for each period attributable to the change in foreign currency exchange rates from the prior period as well as foreign currency gains (losses) included in other income, net for each period (in thousands):

		2010																				2011
		1st Qtr				2nd Qtr				3rd Qtr				4th Qtr				Full Year				1st Qtr				2nd Qtr				YTD
Revenue		$	1,053			$	(72	)		$	(548	)		$	(217	)		$	216			$	282			$	1,743			$	2,025
Costs and expenses			1,346				235				(262	)			(26	)			1,293				386				1,513				1,899
Operating income			(293	)			(307	)			(286	)			(191	)			(1,077	)			(104	)			230				126
Foreign currency gains (losses) in other income			(415	)			187				(436	)			—				(664	)			(207	)			77				(130	)
		$	(708	)		$	(120	)		$	(722	)		$	(191	)		$	(1,741	)		$	(311	)		$	307			$	(4	)

Manhattan Associates has a large research and development center in Bangalore, India. The following table reflects the increases (decreases) in the financial results for each period attributable to changes in the Indian Rupee exchange rate (in thousands):

		2010																				2011
		1st Qtr				2nd Qtr				3rd Qtr				4th Qtr				Full Year				1st Qtr				2nd Qtr				YTD
Operating income		$	(395	)		$	(340	)		$	(180	)		$	(181	)		$	(1,096	)		$	(53	)		$	(82	)		$	(135	)
Foreign currency gains (losses) in other income			(289	)			246				(302	)			64				(281	)			(112	)			53				(59	)
Total impact of changes in the Indian Rupee		$	(684	)		$	(94	)		$	(482	)		$	(117	)		$	(1,377	)		$	(165	)		$	(29	)		$	(194	)

MANHATTAN ASSOCIATES, INC.
SUPPLEMENTAL INFORMATION

6.

Other (expense) income includes the following components (in thousands):

		2010																				2011
		1st Qtr				2nd Qtr				3rd Qtr				4th Qtr				Full Year				1st Qtr				2nd Qtr				YTD
Interest income		$	80			$	109			$	252			$	195			$	636			$	225			$	269			$	494
Foreign currency (losses) gains			(415	)			187				(436	)			—				(664	)			(207	)			77				(130	)
Other non-operating (expense) income			(163	)			8				(4	)			44				(115	)			—				(12	)			(12	)
Total other (expense) income		$	(498	)		$	304			$	(188	)		$	239			$	(143	)		$	18			$	334			$	352

7.

Effective Tax Rate Reconciliation for GAAP and Adjusted Results (in thousands except tax rate and per share data):

		Three Months Ended June 30, 2011																				Six Months Ended June 30, 2011
		Income before				Income tax				Net				Diluted				Effective				Income before				Income tax				Net				Diluted				Effective
		income taxes				provision				income				EPS				Tax Rate				income taxes				provision				income				EPS				Tax Rate
GAAP results before tax adjustments		$	18,547			$	6,214			$	12,333			$	0.57				33.5	%		$	26,118			$	8,750			$	17,368			$	0.79				33.5	%
Release of India valuation allowance (a)			—				—				—				—				—				—				(2,025	)			2,025				0.09				—
Disqualifying dispositions of incentive stock options (b)			—				(6	)			6				—				—				—				(112	)			112				0.01				—
GAAP results- reported		$	18,547			$	6,208			$	12,339			$	0.57				33.5	%		$	26,118			$	6,613			$	19,505			$	0.89				25.3	%
Adjusted results before tax adjustments		$	21,390			$	7,167			$	14,223			$	0.65				33.5	%		$	31,809			$	10,657			$	21,152			$	0.96				33.5	%
Release of India valuation allowance (a)			—				—				—				—				—				—				(2,025	)			2,025				0.09				—
Adjusted results- reported		$	21,390			$	7,167			$	14,223			$	0.65				33.5	%		$	31,809			$	8,632			$	23,177			$	1.06				27.1	%

8.

Beginning in 2011, to be consistent with other companies in the software industry, we began to report adjusted results excluding all equity-based compensation. Historically, our adjusted results did not exclude restricted stock expense. See note 1 above for the other reconciling items between our GAAP and adjusted results. The impact of restricted stock expense on our GAAP and Adjusted Results is as follows (in thousands except per share amounts):

		2007																				2008
		1st Qtr				2nd Qtr				3rd Qtr				4th Qtr				Full Year				1st Qtr				2nd Qtr				3rd Qtr				4th Qtr				Full Year
Cost of services		$	38			$	40			$	42			$	42			$	162			$	81			$	79			$	84			$	81			$	325
Sales and marketing			134				149				131				152				566				231				235				244				244				954
Research and development			57				60				65				63				245				117				117				120				120				474
General and administrative			220				206				322				204				952				377				424				432				420				1,653
Total restricted stock expense		$	449			$	455			$	560			$	461			$	1,925			$	806			$	855			$	880			$	865			$	3,406
Income tax provision			159				162				199				163				683				280				297				306				301				1,184
Net income		$	290			$	293			$	361			$	298			$	1,242			$	526			$	558			$	574			$	564			$	2,222
Diluted earnings per share		$	0.01			$	0.01			$	0.01			$	0.01			$	0.05			$	0.02			$	0.02			$	0.02			$	0.02			$	0.09