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 October 18, 2011, Manhattan Associates, Inc. (the “Company”) issued a press release providing the results for its financial performance for the third quarter and nine months ended September 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, equity-based compensation, and asset impairment charges and related reversals — 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.
	•		We previously excluded the asset impairment charge recorded in 2008 to writedown the value of an auction rate security because we typically invest our treasury funds in cash, cash equivalents or other liquid investments, not illiquid, risky securities. We believed the write-down in value of the auction rate security was due to unusual changes in the characteristics of the auction rate security since our initial investment in it, including failed auctions and default risk for a municipal obligor. Consistent with our prior exclusion of the charge, we have excluded the current period’s reversal of the charge stemming from our recovery of over 70% of the investment.

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 October 18, 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: October 18, 2011

EXHIBIT INDEX

Exhibit
Number				Description
	99.1			Press Release, dated October 18, 2011.

Exhibit 99.1

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

Manhattan Associates Reports Record Third Quarter Revenue and Earnings

Company raises full-year EPS guidance

ATLANTA — October 18, 2011 — Leading supply chain optimization provider Manhattan Associates, Inc. (NASDAQ: MANH) today reported record third quarter 2011 non-GAAP adjusted diluted earnings per share of $0.67 compared to $0.38 in the third quarter of 2010, on license revenue of $13.6 million and record third quarter total revenue of $85.6 million. GAAP diluted earnings per share were a record $0.70 compared to $0.28 per share in the prior year third quarter.

Manhattan Associates President and CEO Pete Sinisgalli commented, “We posted another strong quarter in Q3. More importantly, our competitive position continues to strengthen and our outlook for the balance of this year and the future is quite positive.”

THIRD QUARTER 2011 FINANCIAL SUMMARY:

	•		Adjusted diluted earnings per share, a non-GAAP measure, was $0.67 in the third quarter of 2011, compared to $0.38 in the third quarter of 2010.
	•		The Company reported GAAP diluted earnings per share of $0.70 in the third quarter of 2011, compared to $0.28 in the third quarter of 2010. Results for the quarter ended September 30, 2011 include a positive impact of $0.12 per share for the recovery of an auction rate security investment which had been impaired in a prior period.
	•		Consolidated revenue in the third quarter of 2011 was $85.6 million, compared to $74.0 million in the third quarter of 2010. License revenue was $13.6 million in the third quarter of 2011, compared to $12.1 million in the third quarter of 2010.
	•		Adjusted operating income, a non-GAAP measure, was $19.7 million in the third quarter of 2011, compared to $12.8 million in the third quarter of 2010.

	•		GAAP operating income in the third quarter of 2011 was $19.4 million, which includes a $2.5 million recovery of an auction rate security investment referred to above, compared to $9.6 million in the third quarter of 2010.
	•		Cash flow from operations was $16.9 million in the third quarter of 2011, compared to $11.5 million in the third quarter of 2010. Days Sales Outstanding were 61 days at September 30, 2011, compared to 55 days at June 30, 2011.
	•		Cash and investments on-hand at September 30, 2011 was $101.7 million, compared to $126.9 million at December 31, 2010.
	•		The Company repurchased approximately 0.8 million common shares under the share repurchase program authorized by the Board of Directors, totaling $29.4 million at an average share price of $34.79, in the third quarter of 2011. In October 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.

NINE MONTH 2011 FINANCIAL SUMMARY:

	•		Adjusted diluted earnings per share, a non-GAAP measure, was a record $1.72 for the nine months ended September 30, 2011, compared to $1.20 for the nine months ended September 30, 2010.
	•		GAAP diluted earnings per share for the nine months ended September 30, 2011 was a record $1.59, compared to $0.96 for the nine months ended September 30, 2010. Results for the nine months ended September 30, 2011 include a positive impact of $0.12 per share for the recovery of an auction rate security investment which had been impaired in a prior period. The prior year’s results include $0.04 per share of recoveries of previously expensed sales tax associated with expiring sales tax audit statutes.
	•		Consolidated revenue for the nine months ended September 30, 2011 was $245.7 million, compared to $225.6 million for the nine months ended September 30, 2010. License revenue was $37.7 million for the nine months ended September 30, 2011, compared to $41.8 million in the nine months ended September 30, 2010.
	•		Adjusted operating income, a non-GAAP measure, was $51.1 million for the nine months ended September 30, 2011, compared to $41.5 million for the nine months ended September 30, 2010.

	•		GAAP operating income was $45.2 million for the nine months ended September 30, 2011, compared to $33.1 million for the nine months ended September 30, 2010. Results for the nine months ended September 30, 2011 include a $2.5 million recovery of an auction rate security investment referred to above. The prior year’s results include $1.2 million of recoveries of previously expensed sales tax associated with expiring sales tax audit statutes.
	•		Adjusted and GAAP income tax expense for the nine months ended September 30, 2011 include a $2.0 million tax benefit resulting from the release of a valuation allowance associated with a change in India tax law. The change eliminates the tax holiday for India companies under the STPI “Software Technology Park of India” tax plan.
	•		For the nine months ended September 30, 2011, the Company repurchased approximately 2.8 million common shares under the share repurchase program authorized by the Board of Directors at an average share price of $33.93, for a total investment of $93.3 million.

SALES ACHIEVEMENTS:

	•		Closing three contracts of $1.0 million or more in recognized license revenue during the quarter.
	•		Completing software license wins with new customers such as: Abercrombie & Fitch Management Co., AvtoZapchast Kamaz Ltd, El Corte Ingles, Jumei, Liquidity Services, Inc., Niagara Bottling LLC, Western Express, Inc., Winn-Dixie Stores, Inc. and Zhejiang Semir Garment Co., Ltd.
	•		Expanding partnerships with existing customers such as: BUT International SAS, CEVA Logistics U.S., Inc., Complete Entertainment Services Ltd, Dubois Chemicals, Inc., Fantastic Holdings Limited, F&T Apparel LLC, Harlequin Sales Corporation, IFC Warehousing and Distribution Pty Ltd, InterDesign, Inc., LeSaint Logistics, Performance Team Freight Systems, Precision Planting Incorporated, PSP Distribution LLC, Restoration Hardware, Simplehuman, Southern Wine & Spirits of America, Inc., Speed Global Services and United Natural Foods, Inc.

2011 GUIDANCE

Manhattan Associates provided the following revenue and diluted earnings per share guidance for the full year 2011. 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			$	335				10	%			13	%
Diluted earnings per share (EPS):
Adjusted EPS(1) — current guidance		$	2.23			$	2.27				41	%			44	%
GAAP EPS — current guidance		$	2.03			$	2.07				62	%			66	%
Adjusted EPS(1) — previous guidance		$	1.97			$	2.02				25	%			28	%
GAAP EPS — previous guidance		$	1.65			$	1.70				32	%			36	%

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 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 week of January 30 to February 3, 2012.

CONFERENCE CALL

The Company’s conference call regarding its third quarter 2011 financial results will be held at 4:30 p.m. Eastern Time on Tuesday, October 18, 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 +1.855.859.2056 in the U.S. and Canada, or +1.404.537.3406 outside the U.S., and entering the conference identification number 10174711, 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’ fourth 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 September 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; equity-based compensation; and asset impairment charges and related reversals — 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 September 30,								Nine Months Ended September 30,
		2011				2010				2011				2010
		(unaudited)
Revenue:
Software license		$	13,565			$	12,092			$	37,674			$	41,784
Services			63,594				53,486				183,446				161,727
Hardware and other			8,443				8,436				24,594				22,093
Total revenue			85,602				74,014				245,714				225,604
Costs and expenses:
Cost of license			1,196				1,471				4,259				4,631
Cost of services			28,054				24,661				80,474				73,631
Cost of hardware and other			6,695				7,092				19,452				18,366
Research and development			10,877				9,866				31,936				30,640
Sales and marketing			10,865				10,329				33,774				32,870
General and administrative			9,342				8,721				27,256				25,359
Depreciation and amortization			1,698				2,262				5,922				6,995
Recovery of previously impaired investment			(2,519	)			—				(2,519	)			—
Total costs and expenses			66,208				64,402				200,554				192,492
Operating income			19,394				9,612				45,160				33,112
Other income (loss), net			862				(188	)			1,214				(382	)
Income before income taxes			20,256				9,424				46,374				32,730
Income tax provision			5,379				3,192				11,992				11,114
Net income		$	14,877			$	6,232			$	34,382			$	21,616
Basic earnings per share		$	0.74			$	0.29			$	1.67			$	1.00
Diluted earnings per share		$	0.70			$	0.28			$	1.59			$	0.96
Weighted average number of shares:
Basic			20,156				21,248				20,623				21,638
Diluted			21,125				22,051				21,656				22,456

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

		Three Months Ended September 30,								Nine Months Ended September 30,
		2011				2010				2011				2010
Operating income		$	19,394			$	9,612			$	45,160			$	33,112
Equity-based compensation (a)			2,503				2,620				7,317				7,707
Purchase amortization (b)			293				571				1,170				1,848
Recovery of previously impaired investment (c)			(2,519	)			—				(2,519	)			—
Sales tax recoveries (d)			—				—				—				(1,212	)
Adjusted operating income (Non-GAAP)		$	19,671			$	12,803			$	51,128			$	41,455
Income tax provision		$	5,379			$	3,192			$	11,992			$	11,114
Equity-based compensation (a)			838				904				2,451				2,659
Purchase amortization (b)			98				197				392				638
Sales tax recoveries (d)			—				—				—				(418	)
Unusual tax adjustments (e)			115				11				227				129
Adjusted income tax provision (Non-GAAP)		$	6,430			$	4,304			$	15,062			$	14,122
Net income		$	14,877			$	6,232			$	34,382			$	21,616
Equity-based compensation (a)			1,665				1,716				4,866				5,048
Purchase amortization (b)			195				374				778				1,210
Recovery of previously impaired investment (c)			(2,519	)			—				(2,519	)			—
Sales tax recoveries (d)			—				—				—				(794	)
Unusual tax adjustments (e)			(115	)			(11	)			(227	)			(129	)
Adjusted net income (Non-GAAP)		$	14,103			$	8,311			$	37,280			$	26,951
Diluted EPS		$	0.70			$	0.28			$	1.59			$	0.96
Equity-based compensation (a)			0.08				0.08				0.22				0.22
Purchase amortization (b)			0.01				0.02				0.04				0.05
Recovery of previously impaired investment (c)			(0.12	)			—				(0.12	)			—
Sales tax recoveries (d)			—				—				—				(0.04	)
Unusual tax adjustments (e)			(0.01	)			—				(0.01	)			(0.01	)
Adjusted diluted EPS (Non-GAAP)		$	0.67			$	0.38			$	1.72			$	1.20
Fully diluted shares			21,125				22,051				21,656				22,456

		Three Months Ended September 30,								Nine Months Ended September 30,
		2011				2010				2011				2010
Cost of services		$	374			$	364				1,077			$	1,070
Research and development			415				399				1,173				1,177
Sales and marketing			585				724				1,733				2,156
General and administrative			1,129				1,133				3,334				3,304
Total equity-based compensation		$	2,503			$	2,620				7,317			$	7,707

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

		September 30,				December 31,
		2011				2010
		(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents		$	94,153			$	120,744
Short term investments			6,650				4,414
Accounts receivable, net of allowance of $4,424 and $5,711 in 2011 and 2010, respectively			56,745				47,419
Deferred income taxes			7,855				7,214
Income taxes receivable			—				2,446
Prepaid expenses and other current assets			8,062				6,743
Total current assets			173,465				188,980
Property and equipment, net			13,508				14,833
Long-term investments			908				1,711
Goodwill, net			62,270				62,265
Acquisition-related intangible assets, net			15				1,186
Deferred income taxes			9,800				8,816
Other assets			2,765				2,673
Total assets		$	262,731			$	280,464
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	8,296			$	7,745
Accrued compensation and benefits			16,037				19,807
Accrued and other liabilities			14,181				13,856
Deferred revenue			49,393				44,974
Income tax payable			4,554				—
Total current liabilities			92,461				86,382
Other non-current liabilities			8,971				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; 20,433,676 and 21,729,789
shares issued and outstanding at September 30, 2011 and December 31, 2010, respectively			204				217
Additional paid-in capital			—				487
Retained earnings			164,392				184,152
Accumulated other comprehensive loss			(3,297	)			(1,056	)
Total shareholders’ equity			161,299				183,800
Total liabilities and shareholders’ equity		$	262,731			$	280,464

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

		Nine Months Ended September 30,
		2011				2010
		(unaudited)
Operating activities:
Net income		$	34,382			$	21,616
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			5,922				6,995
Recovery of previously impaired investment			(2,519	)			—
Stock compensation			7,317				7,707
Loss (gain) on disposal of equipment			22				(2	)
Tax benefit of stock awards exercised/vested			3,345				1,277
Excess tax benefits from stock based compensation			(1,416	)			(354	)
Deferred income taxes			(1,821	)			(529	)
Unrealized foreign currency (gain) loss			(513	)			343
Changes in operating assets and liabilities:
Accounts receivable, net			(9,370	)			(10,624	)
Other assets			(1,546	)			(2,236	)
Accounts payable, accrued and other liabilities			(3,325	)			8,619
Income taxes			6,250				(748	)
Deferred revenue			4,267				3,297
Net cash provided by operating activities			40,995				35,361
Investing activities:
Purchase of property and equipment			(3,672	)			(4,331	)
Net maturities (purchases) of investments			465				(8,439	)
Net cash used in investing activities			(3,207	)			(12,770	)
Financing activities:
Purchase of common stock			(95,569	)			(56,562	)
Proceeds from stock options exercised			30,265				18,381
Excess tax benefits from stock based compensation			1,416				354
Net cash used in financing activities			(63,888	)			(37,827	)
Foreign currency impact on cash			(491	)			346
Net change in cash and cash equivalents			(26,591	)			(14,890	)
Cash and cash equivalents at beginning of period			120,744				120,217
Cash and cash equivalents at end of period		$	94,153			$	105,327

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				3rd Qtr				YTD
GAAP Diluted EPS		$	0.32			$	0.36			$	0.28			$	0.29			$	1.25			$	0.32			$	0.57			$	0.70			$	1.59
Adjustments to GAAP:
Equity-based compensation			0.08				0.07				0.08				0.08				0.30				0.07				0.07				0.08				0.22
Purchase amortization			0.02				0.02				0.02				0.01				0.07				0.01				0.01				0.01				0.04
Recovery of previously impaired investment			—				—				—				—				—				—				—				(0.12	)			(0.12	)
Sales tax recoveries			(0.01	)			(0.02	)			—				—				(0.04	)			—				—				—				—
Unusual tax adjustments			—				(0.01	)			—				—				(0.01	)			—				—				(0.01	)			(0.01	)
Adjusted Diluted EPS		$	0.40			$	0.42			$	0.38			$	0.38			$	1.58			$	0.41			$	0.65			$	0.67			$	1.72

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				3rd Qtr				YTD
Revenue:
Americas		$	61,889			$	64,875			$	62,555			$	59,631			$	248,950			$	60,185			$	72,634			$	70,663			$	203,482
EMEA			7,989				8,587				8,266				7,324				32,166				8,336				11,075				10,041				29,452
APAC			4,071				4,179				3,193				4,558				16,001				3,189				4,693				4,898				12,780
		$	73,949			$	77,641			$	74,014			$	71,513			$	297,117			$	71,710			$	88,402			$	85,602			$	245,714
GAAP Operating Income (Loss):
Americas		$	10,333			$	9,836			$	8,121			$	7,578			$	35,868			$	7,087			$	15,749			$	17,183			$	40,019
EMEA			418				1,530				1,214				523				3,685				909				1,963				1,334				4,206
APAC			732				651				277				714				2,374				(443	)			501				877				935
		$	11,483			$	12,017			$	9,612			$	8,815			$	41,927			$	7,553			$	18,213			$	19,394			$	45,160
Adjustments (pre-tax):
Americas:
Equity-based compensation		$	2,585			$	2,502			$	2,620			$	2,713			$	10,420			$	2,409			$	2,405			$	2,503			$	7,317
Purchase amortization			638				639				571				439				2,287				439				438				293				1,170
Recovery of previously impaired investment			—				—				—				—				—				—				—				(2,519	)			(2,519	)
Sales tax recoveries			(420	)			(792	)			—				—				(1,212	)			—				—				—				—
		$	2,803			$	2,349			$	3,191			$	3,152			$	11,495			$	2,848			$	2,843			$	277			$	5,968
Adjusted non-GAAP Operating Income (Loss):
Americas		$	13,136			$	12,185			$	11,312			$	10,730			$	47,363			$	9,935			$	18,592			$	17,460			$	45,987
EMEA			418				1,530				1,214				523				3,685				909				1,963				1,334				4,206
APAC			732				651				277				714				2,374				(443	)			501				877				935
		$	14,286			$	14,366			$	12,803			$	11,967			$	53,422			$	10,401			$	21,056			$	19,671			$	51,128

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				3rd Qtr				YTD
Professional services		$	33,960			$	34,349			$	33,349			$	30,213			$	131,871			$	35,184			$	42,150			$	41,403			$	118,737
Customer support and software enhancements			19,501				20,431				20,137				21,810				81,879				20,894				21,624				22,191				64,709
Total services revenue		$	53,461			$	54,780			$	53,486			$	52,023			$	213,750			$	56,078			$	63,774			$	63,594			$	183,446

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				3rd Qtr				YTD
Hardware revenue		$	4,518			$	5,053			$	5,763			$	4,612			$	19,946			$	5,504			$	5,540			$	5,597			$	16,641
Billed travel			1,763				2,323				2,673				2,212				8,971				2,366				2,741				2,846				7,953
Total hardware and other revenue		$	6,281			$	7,376			$	8,436			$	6,824			$	28,917			$	7,870			$	8,281			$	8,443			$	24,594

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				3rd Qtr				YTD
Revenue		$	1,053			$	(72	)		$	(548	)		$	(217	)		$	216			$	282			$	1,743			$	1,140			$	3,165
Costs and expenses			1,346				235				(262	)			(26	)			1,293				386				1,513				1,038				2,937
Operating income			(293	)			(307	)			(286	)			(191	)			(1,077	)			(104	)			230				102				228
Foreign currency gains (losses) in other income			(415	)			187				(436	)			—				(664	)			(207	)			77				575				445
		$	(708	)		$	(120	)		$	(722	)		$	(191	)		$	(1,741	)		$	(311	)		$	307			$	677			$	673

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				3rd Qtr				YTD
Operating income		$	(395	)		$	(340	)		$	(180	)		$	(181	)		$	(1,096	)		$	(53	)		$	(82	)		$	(76	)		$	(211	)
Foreign currency gains (losses) in other income			(289	)			246				(302	)			64				(281	)			(112	)			53				653				594
Total impact of changes in the Indian Rupee		$	(684	)		$	(94	)		$	(482	)		$	(117	)		$	(1,377	)		$	(165	)		$	(29	)		$	577			$	383

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				3rd Qtr				YTD
Interest income		$	80			$	109			$	252			$	195			$	636			$	225			$	269			$	298			$	792
Foreign currency (losses) gains			(415	)			187				(436	)			—				(664	)			(207	)			77				575				445
Other non-operating (expense) income			(163	)			8				(4	)			44				(115	)			—				(12	)			(11	)			(23	)
Total other (expense) income		$	(498	)		$	304			$	(188	)		$	239			$	(143	)		$	18			$	334			$	862			$	1,214

7.

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

		Three Months Ended September 30, 2011																				Nine Months Ended September 30, 2011
		Income																				Income
		before income				Income tax												Effective Tax				before income				Income tax												Effective Tax
		taxes				provision				Net income				Diluted EPS				Rate				taxes				provision				Net income				Diluted EPS				Rate
GAAP results before investment recovery and tax adjustments		$	17,737			$	5,942			$	11,795			$	0.56				33.5	%		$	43,855			$	14,691			$	29,164			$	1.35				33.5	%
Recovery of previously impaired investment (a)			2,519				—				2,519				0.12								2,519				—				2,519				0.12
Provision to return adjustments (b)			—				272				(272	)			(0.01	)							—				272				(272	)			(0.01	)
Income tax reserve adjustments (c)			—				(720	)			720				0.03								—				(720	)			720				0.03
Release of India valuation allowance (d)			—				—				—				—								—				(2,025	)			2,025				0.09
Disqualifying dispositions of incentive stock options (e)			—				(115	)			115				0.01								—				(226	)			226				0.01
GAAP results- reported		$	20,256			$	5,379			$	14,877			$	0.70				26.6	%		$	46,374			$	11,992			$	34,382			$	1.59				25.9	%
Adjusted results before tax adjustments		$	20,533			$	6,878			$	13,655			$	0.65				33.5	%		$	52,342			$	17,535			$	34,807			$	1.61				33.5	%
Provision to return adjustments (b)			—				272				(272	)			(0.01	)							—				272				(272	)			(0.01	)
Income tax reserve adjustments (c)			—				(720	)			720				0.03								—				(720	)			720				0.03
Release of India valuation allowance (d)			—				—				—				—								—				(2,025	)			2,025				0.09
Adjusted results- reported		$	20,533			$	6,430			$	14,103			$	0.67				31.3	%		$	52,342			$	15,062			$	37,280			$	1.72				28.8	%