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8-K
0001056696false00010566962022-10-252022-10-25

 

 

 

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 25, 2022

 

Manhattan Associates, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Georgia

 

0-23999

 

58-2373424

(State or Other Jurisdiction of
Incorporation or organization)

 

(Commission
File Number)

 

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

 

2300 Windy Ridge Parkway, Tenth Floor, Atlanta, Georgia

30339

(Address of Principal Executive Offices)

(Zip Code)

 

(770) 955-7070

(Registrant’s telephone number, including area code)

 

NONE

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

 

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

 

☐

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

 

 

☐

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

 

 

☐

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

 

 

☐

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

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common stock

MANH

Nasdaq Global Select Market

 

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

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

Item 2.02 Results of Operations and Financial Condition.

 

On October 25, 2022, Manhattan Associates, Inc. (“we”, “our”, or the “Company”) issued a press release providing its financial results for the three and nine months ended September 30, 2022. A copy of this press release is attached as Exhibit 99.1. Pursuant to General Instruction B.2 of Form 8-K, this exhibit is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934.

Non-GAAP Financial Measures in the Press Release

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

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

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

 

•
Equity-based compensation expense typically does not require cash settlement by the Company. We do not include this expense when assessing our operating performance and believe our peers also typically present non-GAAP results that exclude equity-based compensation expense. We similarly exclude the tax benefits or deficiencies of vested stock awards caused by differences in the amount deductible for tax purposes related to the stock award from the compensation expense recorded for financial reporting purposes.

 

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

 

We believe reporting adjusted results facilitates investors’ understanding of our historical operating trends because it provides supplemental measurement information in evaluating the operating results of our business. We also believe that adjusted results provide a basis for comparisons to other companies in the industry and enable investors to evaluate our operating performance in a manner consistent with our internal basis of measurement. Management refers to adjusted results in making

2

 

 

 

operating decisions because we believe they provide meaningful supplemental information regarding our operational performance and our ability to invest in research and development and fund acquisitions and capital expenditures. In addition, adjusted results facilitate management’s internal comparisons to our historical operating results and comparisons to competitors’ operating results.

Further, we rely on adjusted results as primary measures to review and assess the operating performance of our Company and our management team in connection with our executive compensation and incentive plans.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

 

Number

Description

99.1

Press Release, dated October 25, 2022

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

3

 

 

 

 

SIGNATURES

 

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

 

Manhattan Associates, Inc.

 

 

 

By: /s/ Dennis B. Story

Dennis B. Story

Executive Vice President, Chief Financial Officer and Treasurer

 

 

 

Dated: October 25, 2022

 

4

 

 
EX-99.1

Exhibit 99.1

 

 

Contact:

 

Michael Bauer

 

Rick Fernandez

 

 

Senior Director,

Investor Relations

 

Director,

Corporate Communications

 

 

Manhattan Associates, Inc.

 

Manhattan Associates, Inc.

 

 

678-597-7538

 

678-597-6988

 

 

mbauer@manh.com

 

rfernandez@manh.com

 

 

 

 

 

 

Manhattan Associates Reports Record Third Quarter Results

RPO Bookings Increase 69% over Prior Year on Strong Demand

Company Raises 2022 Full-Year Revenue and EPS Guidance

 

ATLANTA – October 25, 2022 – Leading Supply Chain and Omnichannel Commerce Solutions provider Manhattan Associates Inc. (NASDAQ: MANH) today reported revenue of $198.1 million for the third quarter ended September 30, 2022. GAAP diluted earnings per share was $0.47 for Q3 2022 compared to $0.57 for Q3 2021. Non-GAAP adjusted diluted earnings per share for Q3 2022 was $0.66 compared to $0.71 in Q3 2021.

“We are very pleased with our quarterly results, delivering record Q3 revenue and better than expected earnings per share. Demand is strong and resilient across our differentiated cloud product portfolio,” said Manhattan Associates president and CEO Eddie Capel.

“We are committed to our customers’ success and continue to invest in industry leading innovation to help digitally transform their businesses. While the global macro environment remains turbulent, our business fundamentals are strong and our increased 2022 guidance appropriately accounts for continued volatility,” Mr. Capel concluded.

THIRD QUARTER 2022 FINANCIAL SUMMARY:

•
Consolidated total revenue was $198.1 million for Q3 2022, compared to $169.2 million for Q3 2021.
o
Cloud subscription revenue was $45.3 million for Q3 2022, compared to $32.2 million for Q3 2021.
o
License revenue was $6.4 million for Q3 2022, compared to $8.5 million for Q3 2021.
o
Services revenue was $103.4 million for Q3 2022, compared to $88.2 million for Q3 2021.

https://cdn.kscope.io/b337375181887efd6a90e279cf810679-img242893399_0.jpg 

 

 

 

•
GAAP diluted earnings per share was $0.47 for Q3 2022, compared to $0.57 for Q3 2021.
•
Adjusted diluted earnings per share, a non-GAAP measure, was $0.66 for Q3 2022, compared to $0.71 for Q3 2021.
•
GAAP operating income was $36.8 million for Q3 2022, compared to $42.4 million for Q3 2021.
•
Adjusted operating income, a non-GAAP measure, was $51.3 million for Q3 2022, compared to $53.0 million for Q3 2021.
•
Cash flow from operations was $39.9 million for Q3 2022, compared to $59.7 million for Q3 2021. Days Sales Outstanding was 67 days at September 30, 2022, compared to 63 days at June 30, 2022.
•
Cash totaled $197.1 million at September 30, 2022, compared to $213.8 million at June 30, 2022.
•
During the three months ended September 30, 2022, the Company repurchased 346,620 shares of Manhattan Associates common stock under the share repurchase program authorized by our Board of Directors for a total investment of $50.0 million. In October 2022, our Board of Directors approved replenishing the Company’s remaining share repurchase authority to an aggregate of $75.0 million of our common stock.

 

NINE MONTH 2022 FINANCIAL SUMMARY:

•
Consolidated total revenue for the nine months ended September 30, 2022, was $569.0 million, compared to $492.1 million for the nine months ended September 30, 2021.
o
Cloud subscription revenue was $124.8 million for the nine months ended September 30, 2022, compared to $87.4 million for the nine months ended September 30, 2021.
o
License revenue was $19.9 million for the nine months ended September 30, 2022, compared to $25.1 million for the nine months ended September 30, 2021.

https://cdn.kscope.io/b337375181887efd6a90e279cf810679-img242893399_1.jpg 

 

 

 

o
Services revenue was $294.3 million for the nine months ended September 30, 2022, compared to $253.2 million for the nine months ended September 30, 2021.
•
GAAP diluted earnings per share for the nine months ended September 30, 2022, was $1.43, compared to $1.40 for the nine months ended September 30, 2021.
•
Adjusted diluted earnings per share, a non-GAAP measure, was $1.95 for the nine months ended September 30, 2022, compared to $1.75 for the nine months ended September 30, 2021.
•
GAAP operating income was $108.0 million for the nine months ended September 30, 2022, compared to $107.2 million for the nine months ended September 30, 2021.
•
Adjusted operating income, a non-GAAP measure, was $152.2 million for the nine months ended September 30, 2022, compared to $138.8 million for the nine months ended September 30, 2021.
•
Cash flow from operations was $124.4 million for the nine months ended September 30, 2022, compared to $145.1 million for the nine months ended September 30, 2021.
•
During the nine months ended September 30, 2022, the Company repurchased 1,146,536 shares of Manhattan Associates common stock under the share repurchase program authorized by our Board of Directors, for a total investment of $150.1 million.

 

 

https://cdn.kscope.io/b337375181887efd6a90e279cf810679-img242893399_1.jpg 

 

 

 

2022 GUIDANCE

Manhattan Associates provides the following revenue, operating margin and diluted earnings per share guidance for the full year 2022:

 

 

Guidance Range - 2022 Full Year

 

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

$ Range

 

% Growth Range

 

 

 

 

 

 

 

 

 

 

 

 

Total revenue - current guidance

$750

 

$753

 

13%

 

13%

 

 

 

 

 

 

 

 

 

 

 

 

Operating margin:

 

 

 

 

 

 

 

 

 

GAAP operating margin - current guidance

17.5%

 

17.7%

 

 

 

 

 

 

Equity-based compensation

8.0%

 

7.9%

 

 

 

 

 

 

Adjusted operating margin(1) - current guidance

25.5%

 

25.6%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share (EPS):

 

 

 

 

 

 

 

 

 

GAAP EPS - current guidance

$1.71

 

$1.73

 

-1%

 

1%

 

 

Equity-based compensation, net of tax

           0.79

 

           0.79

 

 

 

 

 

 

Excess tax benefit on stock vesting

         (0.07)

 

         (0.07)

 

 

 

 

 

 

Adjusted EPS(1) - current guidance

$2.43

 

$2.45

 

9%

 

10%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

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

 

 

 

 


Manhattan Associates currently intends to publish in each quarterly earnings release certain expectations with respect to future financial performance. Those statements, including the guidance provided above and guideposts in the supplemental information below, are forward looking. Actual results may differ materially. See our cautionary note regarding “forward-looking statements” below. In addition, those statements do not reflect the potential impact of mergers, acquisitions or other business combinations that may be completed after the date of the release.

Manhattan Associates will make this earnings release and published expectations available on the investor relations section of the Manhattan Associates website at ir.manh.com. Following publication of this earnings release, any expectations with respect to future financial performance contained in this release, including the guidance and guideposts, should be considered historical only, and Manhattan Associates disclaims any obligation to update them.

 

 

 

https://cdn.kscope.io/b337375181887efd6a90e279cf810679-img242893399_1.jpg 

 

 

 

CONFERENCE CALL

Manhattan Associates’ conference call regarding its third quarter 2022 financial results will be held today, October 25, 2022, at 4:30 p.m. Eastern Time. The Company will also discuss its business and expectations for the year and next quarter in additional detail during the call. We invite investors to a live webcast of the conference call through the Investor Relations section of the Manhattan Associates website at ir.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. The internet broadcast replay will be available until Manhattan Associates’ fourth quarter 2022 earnings release.

GAAP VERSUS NON-GAAP PRESENTATION

Manhattan Associates provides adjusted operating income and margin, adjusted income tax provision, adjusted net income and adjusted diluted earnings per share in this press release as additional information regarding the Company’s historical and projected operating results. These measures are not in accordance with, or alternatives to, GAAP, and may be different from similarly titled non-GAAP measures used by other companies. The Company believes the presentation of these non-GAAP financial measures facilitates investors’ ability to understand and compare the Company’s results and guidance, because the measures provide supplemental information in evaluating the operating results of its business, as distinct from results that include items not indicative of ongoing operating results, and because the Company believes its peers typically publish similar non-GAAP measures. This release should be read in conjunction with the Company’s Form 8-K earnings release filing for the three and nine months ended September 30, 2022.

Non-GAAP adjusted operating income and margin, adjusted income tax provision, adjusted net income and adjusted diluted earnings per share exclude the impact of equity-based compensation, acquisition-related costs and the amortization of these costs and (from time to time) restructuring charges – all net of income tax effects. We include reconciliations of the Company’s GAAP financial measures to non-GAAP adjustments in the supplemental information attached to this release.

 

https://cdn.kscope.io/b337375181887efd6a90e279cf810679-img242893399_1.jpg 

 

 

 

ABOUT MANHATTAN ASSOCIATES

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

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

This press release contains “forward-looking statements” relating to Manhattan Associates, Inc. Forward-looking statements in this press release include, without limitation, the information set forth under “2022 Guidance” and “Guideposts,” statements we make about market adoption of our cloud-based solution and other statements identified by words such as “may,” “expect,” “forecast,” “anticipate,” “intend,” “plan,” “believe,” “could,” “seek,” “project,” “estimate,” and similar expressions. Prospective investors are cautioned that any of those 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 those forward-looking statements. Among the important factors that could cause actual results to differ materially from those indicated by those forward-looking statements are: economic conditions, including inflation; disruption in the retail sector; delays in product development; competitive and pricing pressures; software errors and information technology failures, system disruption and security breaches; disruption in the retail sector; risks related to our products’ technology and customer implementations; global instability, including the war in Ukraine; and the other risk factors set forth in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, and in Item 1A of Part II in subsequent Quarterly Reports on Form 10-Q. 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.

 

###

 

https://cdn.kscope.io/b337375181887efd6a90e279cf810679-img242893399_1.jpg 

 

MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Income

(in thousands, except per share amounts)

 

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

 

 

(unaudited)

 

 

(unaudited)

 

 

(unaudited)

 

 

(unaudited)

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Cloud subscriptions

 

$

45,267

 

 

$

32,196

 

 

$

124,767

 

 

$

87,434

 

Software license

 

 

6,386

 

 

 

8,461

 

 

 

19,869

 

 

 

25,122

 

Maintenance

 

 

35,820

 

 

 

34,479

 

 

 

107,115

 

 

 

108,370

 

Services

 

 

103,425

 

 

 

88,172

 

 

 

294,284

 

 

 

253,234

 

Hardware

 

 

7,203

 

 

 

5,877

 

 

 

22,946

 

 

 

17,989

 

Total revenue

 

 

198,101

 

 

 

169,185

 

 

 

568,981

 

 

 

492,149

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Cost of software license

 

 

467

 

 

 

690

 

 

 

1,749

 

 

 

1,802

 

Cost of cloud subscriptions, maintenance and services

 

 

95,691

 

 

 

70,813

 

 

 

266,482

 

 

 

214,394

 

Research and development

 

 

29,375

 

 

 

23,372

 

 

 

84,754

 

 

 

70,845

 

Sales and marketing

 

 

15,742

 

 

 

14,057

 

 

 

47,881

 

 

 

41,203

 

General and administrative

 

 

18,392

 

 

 

15,928

 

 

 

54,963

 

 

 

50,579

 

Depreciation and amortization

 

 

1,664

 

 

 

1,917

 

 

 

5,157

 

 

 

6,136

 

Total costs and expenses

 

 

161,331

 

 

 

126,777

 

 

 

460,986

 

 

 

384,959

 

Operating income

 

 

36,770

 

 

 

42,408

 

 

 

107,995

 

 

 

107,190

 

Other income (loss), net

 

 

1,612

 

 

 

(42

)

 

 

4,593

 

 

 

(29

)

Income before income taxes

 

 

38,382

 

 

 

42,366

 

 

 

112,588

 

 

 

107,161

 

Income tax provision

 

 

8,708

 

 

 

5,712

 

 

 

21,497

 

 

 

17,271

 

Net income

 

$

29,674

 

 

$

36,654

 

 

$

91,091

 

 

$

89,890

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

$

0.47

 

 

$

0.58

 

 

$

1.45

 

 

$

1.42

 

Diluted earnings per share

 

$

0.47

 

 

$

0.57

 

 

$

1.43

 

 

$

1.40

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

62,592

 

 

 

63,363

 

 

 

62,917

 

 

 

63,514

 

Diluted

 

 

63,165

 

 

 

64,238

 

 

 

63,483

 

 

 

64,339

 

 

 

 

 

 

MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES

Reconciliation of GAAP to Non-GAAP Measures

(in thousands, except per share amounts)

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

$

36,770

 

 

$

42,408

 

 

$

107,995

 

 

$

107,190

 

Equity-based compensation (a)

 

 

14,533

 

 

 

10,573

 

 

 

44,209

 

 

 

31,333

 

Purchase amortization (c)

 

 

-

 

 

 

50

 

 

 

-

 

 

 

264

 

Restructuring charge (d)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Adjusted operating income (Non-GAAP)

 

$

51,303

 

 

$

53,031

 

 

$

152,204

 

 

$

138,787

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax provision

 

$

8,708

 

 

$

5,712

 

 

$

21,497

 

 

$

17,271

 

Equity-based compensation (a)

 

 

2,265

 

 

 

1,503

 

 

 

7,013

 

 

 

4,399

 

Tax benefit of stock awards vested (b)

 

 

3

 

 

 

312

 

 

 

4,386

 

 

 

4,369

 

Purchase amortization (c)

 

 

-

 

 

 

12

 

 

 

 

 

 

65

 

Adjusted income tax provision (Non-GAAP)

 

$

10,976

 

 

$

7,539

 

 

$

32,896

 

 

$

26,104

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

29,674

 

 

$

36,654

 

 

$

91,091

 

 

$

89,890

 

Equity-based compensation (a)

 

 

12,268

 

 

 

9,070

 

 

 

37,196

 

 

 

26,934

 

Tax benefit of stock awards vested (b)

 

 

(3

)

 

 

(312

)

 

 

(4,386

)

 

 

(4,369

)

Purchase amortization (c)

 

 

-

 

 

 

38

 

 

 

-

 

 

 

199

 

Adjusted net income (Non-GAAP)

 

$

41,939

 

 

$

45,450

 

 

$

123,901

 

 

$

112,654

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted EPS

 

$

0.47

 

 

$

0.57

 

 

$

1.43

 

 

$

1.40

 

Equity-based compensation (a)

 

 

0.19

 

 

 

0.14

 

 

 

0.59

 

 

 

0.42

 

Tax benefit of stock awards vested (b)

 

 

-

 

 

 

-

 

 

 

(0.07

)

 

 

(0.07

)

Purchase amortization (c)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Adjusted diluted EPS (Non-GAAP)

 

$

0.66

 

 

$

0.71

 

 

$

1.95

 

 

$

1.75

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fully diluted shares

 

 

63,165

 

 

 

64,238

 

 

 

63,483

 

 

 

64,339

 

 

(a)
Adjusted results exclude all equity-based compensation to facilitate comparison with our peers and because it typically does not require cash settlement. As explained in our Current Report on Form 8-K filed today with the SEC, we do not include that expense when assessing our operating performance. We do not receive a GAAP tax benefit for a portion of our equity-based compensation, mainly due to Section 162(m) of the Internal Revenue Code, which limits tax deductions for compensation granted to certain executives. The Tax Cuts and Jobs Act further increased those limitations.

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of services

 

$

5,308

 

 

$

3,977

 

 

$

16,267

 

 

$

10,769

 

Research and development

 

 

3,126

 

 

 

2,139

 

 

 

9,740

 

 

 

6,247

 

Sales and marketing

 

 

1,508

 

 

 

1,073

 

 

 

4,460

 

 

 

3,198

 

General and administrative

 

 

4,591

 

 

 

3,384

 

 

 

13,742

 

 

 

11,119

 

Total equity-based compensation

 

$

14,533

 

 

$

10,573

 

 

$

44,209

 

 

$

31,333

 

 

(b)
Adjustments represent the excess tax benefits and tax deficiencies of the equity awards vested during the period. Excess tax benefits (deficiencies) occur when the amount deductible on our tax return for an equity award is more (less) than the cumulative compensation cost recognized for financial reporting purposes. As discussed above, we exclude equity-based compensation from adjusted non-GAAP results to be consistent with other companies in the software industry and for the other reasons explained in our Current Report on Form 8-K filed with the SEC. Therefore, we also exclude the related tax benefit (expense) generated upon their vesting.
(c)
Adjustments represent purchased intangibles amortization from a prior acquisition. We exclude that amortization from adjusted results to facilitate comparison with our peers, to facilitate comparisons of the results of our core operations from period to period and for the other reasons explained in our Current Report on Form 8-K filed with the SEC.

 

 

 

 

MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)

 

 

 

September 30, 2022

 

 

December 31, 2021

 

 

 

(unaudited)

 

 

 

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

197,055

 

 

$

263,706

 

Accounts receivable, net of allowance of $3,296 and $2,419, at September 30, 2022 and December 31, 2021, respectively

 

 

143,504

 

 

 

124,420

 

Prepaid expenses and other current assets

 

 

26,136

 

 

 

20,293

 

Total current assets

 

 

366,695

 

 

 

408,419

 

 

 

 

 

 

 

 

Property and equipment, net

 

 

12,265

 

 

 

13,889

 

Operating lease right-of-use assets

 

 

21,169

 

 

 

27,272

 

Goodwill, net

 

 

62,218

 

 

 

62,239

 

Deferred income taxes

 

 

28,231

 

 

 

7,650

 

Other assets

 

 

24,141

 

 

 

20,239

 

Total assets

 

$

514,719

 

 

$

539,708

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

27,360

 

 

$

19,625

 

Accrued compensation and benefits

 

 

62,560

 

 

 

53,104

 

Accrued and other liabilities

 

 

22,507

 

 

 

22,741

 

Deferred revenue

 

 

169,390

 

 

 

153,196

 

Income taxes payable

 

 

2,153

 

 

 

376

 

Total current liabilities

 

 

283,970

 

 

 

249,042

 

 

 

 

 

 

 

 

Operating lease liabilities, long-term

 

 

17,186

 

 

 

23,157

 

Other non-current liabilities

 

 

15,429

 

 

 

16,865

 

 

 

 

 

 

 

 

Shareholders' equity:

 

 

 

 

 

 

Preferred stock, no par value; 20,000,000 shares authorized, no shares issued or outstanding in 2022 and 2021

 

 

-

 

 

 

-

 

Common stock, $0.01 par value; 200,000,000 shares authorized; 62,394,460 and 63,154,494 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively

 

 

624

 

 

 

631

 

Retained earnings

 

 

226,119

 

 

 

269,841

 

Accumulated other comprehensive loss

 

 

(28,609

)

 

 

(19,828

)

Total shareholders' equity

 

 

198,134

 

 

 

250,644

 

Total liabilities and shareholders' equity

 

$

514,719

 

 

$

539,708

 

 

 

 

 

 

MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(in thousands)

 

 

 

Nine Months Ended September 30,

 

 

 

2022

 

 

2021

 

 

 

(unaudited)

 

 

(unaudited)

 

Operating activities:

 

 

 

 

 

 

Net income

 

$

91,091

 

 

$

89,890

 

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

 

 

 

 

 

 

Depreciation and amortization

 

 

5,157

 

 

 

6,136

 

Equity-based compensation

 

 

44,209

 

 

 

31,333

 

(Gain) loss on disposal of equipment

 

 

(20

)

 

 

14

 

Deferred income taxes

 

 

(20,736

)

 

 

(213

)

Unrealized foreign currency gain

 

 

(2,933

)

 

 

(949

)

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable, net

 

 

(23,384

)

 

 

(7,296

)

Other assets

 

 

(9,190

)

 

 

(8,328

)

Accounts payable, accrued and other liabilities

 

 

20,743

 

 

 

13,429

 

Income taxes

 

 

(730

)

 

 

(2,965

)

Deferred revenue

 

 

20,195

 

 

 

24,029

 

Net cash provided by operating activities

 

 

124,402

 

 

 

145,080

 

 

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

 

Purchase of property and equipment

 

 

(4,152

)

 

 

(2,158

)

Net cash used in investing activities

 

 

(4,152

)

 

 

(2,158

)

 

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

 

Purchase of common stock

 

 

(179,029

)

 

 

(100,242

)

Net cash used in financing activities

 

 

(179,029

)

 

 

(100,242

)

 

 

 

 

 

 

 

Foreign currency impact on cash

 

 

(7,872

)

 

 

(940

)

 

 

 

 

 

 

 

Net change in cash and cash equivalents

 

 

(66,651

)

 

 

41,740

 

Cash and cash equivalents at beginning of period

 

 

263,706

 

 

 

204,705

 

Cash and cash equivalents at end of period

 

$

197,055

 

 

$

246,445

 

 

 

 

 

 

MANHATTAN ASSOCIATES, INC.

SUPPLEMENTAL INFORMATION

1. GAAP and adjusted earnings per share by quarter are as follows:

 

 

2021

 

2022

 

1st Qtr

 

2nd Qtr

 

3rd Qtr

 

4th Qtr

 

Full Year

 

1st Qtr

 

2nd Qtr

 

3rd Qtr

 

YTD

GAAP Diluted EPS

$0.35

 

$0.48

 

$0.57

 

$0.32

 

$1.72

 

$0.48

 

$0.49

 

$0.47

 

$1.43

Adjustments to GAAP:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity-based compensation

                        0.13

 

                        0.14

 

                        0.14

 

                        0.16

 

                        0.58

 

                        0.19

 

                        0.20

 

                   0.19

 

                   0.59

Tax benefit of stock awards vested

                       (0.06)

 

                       (0.01)

 

-

 

-

 

                       (0.07)

 

                       (0.07)

 

                          -

 

                     -

 

                  (0.07)

Purchase amortization

-

 

-

 

-

 

-

 

-

 

-

 

                          -

 

                     -

 

                     -

Adjusted Diluted EPS

$0.43

 

$0.61

 

$0.71

 

$0.48

 

$2.23

 

$0.60

 

$0.69

 

$0.66

 

$1.95

Fully Diluted Shares

                   64,466

 

                   64,276

 

                   64,238

 

                   64,224

 

                   64,323

 

                   63,871

 

                   63,419

 

             63,165

 

             63,483

 

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

 

2021

 

2022

 

1st Qtr

 

2nd Qtr

 

3rd Qtr

 

4th Qtr

 

Full Year

 

1st Qtr

 

2nd Qtr

 

3rd Qtr

 

YTD

Revenue:

Americas

$122,813

 

$132,308

 

$135,233

 

$135,861

 

$526,215

 

$139,540

 

$151,996

 

$156,674

 

$448,210

EMEA

                    28,434

 

                    27,190

 

                    27,402

 

                    27,548

 

                  110,574

 

                    32,151

 

                    31,614

 

               31,843

 

               95,608

APAC

                      5,603

 

                      6,616

 

                      6,550

 

                      8,085

 

                    26,854

 

                      7,265

 

                      8,314

 

                 9,584

 

               25,163

 

$156,850

 

$166,114

 

$169,185

 

$171,494

 

$663,643

 

$178,956

 

$191,924

 

$198,101

 

$568,981

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP Operating Income:

Americas

$16,116

 

$28,590

 

$29,727

 

$16,746

 

$91,179

 

$21,393

 

$24,507

 

$22,914

 

$68,814

EMEA

                      8,374

 

                      8,643

 

                    10,485

 

                      7,245

 

                    34,747

 

                    10,517

 

                      9,423

 

                 9,851

 

               29,791

APAC

                         935

 

                      2,124

 

                      2,196

 

                      3,152

 

                      8,407

 

                      2,062

 

                      3,323

 

                 4,005

 

                 9,390

 

$25,425

 

$39,357

 

$42,408

 

$27,143

 

$134,333

 

$33,972

 

$37,253

 

$36,770

 

$107,995

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustments (pre-tax):

Americas:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity-based
   compensation

$10,051

 

$10,709

 

$10,573

 

$11,926

 

$43,259

 

$14,138

 

$15,538

 

$14,533

 

$44,209

Purchase amortization

                         107

 

                         107

 

                           50

 

-

 

                         264

 

                          -

 

                          -

 

                     -

 

                     -

 

$10,158

 

$10,816

 

$10,623

 

$11,926

 

$43,523

 

$14,138

 

$15,538

 

$14,533

 

$44,209

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted non-GAAP Operating Income:

Americas

$26,274

 

$39,406

 

$40,350

 

$28,672

 

$134,702

 

$35,531

 

$40,045

 

$37,447

 

$113,023

EMEA

                      8,374

 

                      8,643

 

                    10,485

 

                      7,245

 

                    34,747

 

                    10,517

 

                      9,423

 

                 9,851

 

               29,791

APAC

                         935

 

                      2,124

 

                      2,196

 

                      3,152

 

                      8,407

 

                      2,062

 

                      3,323

 

                 4,005

 

                 9,390

 

$35,583

 

$50,173

 

$53,031

 

$39,069

 

$177,856

 

$48,110

 

$52,791

 

$51,303

 

$152,204

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3. 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):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2021

 

2022

 

1st Qtr

 

2nd Qtr

 

3rd Qtr

 

4th Qtr

 

Full Year

 

1st Qtr

 

2nd Qtr

 

3rd Qtr

 

YTD

Revenue

$2,932

 

$3,209

 

$823

 

$(716)

 

$6,248

 

$(2,268)

 

$(4,568)

 

$(6,152)

 

$(12,988)

Costs and expenses

                      2,000

 

                      2,442

 

                         551

 

                        (887)

 

                      4,106

 

                     (2,043)

 

                     (3,862)

 

                (5,412)

 

              (11,317)

Operating income

                         932

 

                         767

 

                         272

 

                         171

 

                      2,142

 

                        (225)

 

                        (706)

 

                   (740)

 

                (1,671)

Foreign currency (losses)
   gains in other income

                        (287)

 

                         315

 

                          (30)

 

                        (243)

 

                        (245)

 

                         711

 

                      2,056

 

                 1,569

 

                 4,336

 

$645

 

$1,082

 

$242

 

$(72)

 

$1,897

 

$486

 

$1,350

 

$829

 

$2,665

 

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):

 

 

2021

 

2022

 

1st Qtr

 

2nd Qtr

 

3rd Qtr

 

4th Qtr

 

Full Year

 

1st Qtr

 

2nd Qtr

 

3rd Qtr

 

YTD

Operating income

$79

 

$(294)

 

$(37)

 

$281

 

$29

 

$470

 

$710

 

$1,166

 

$2,346

Foreign currency gains (losses)
    in other income

                         315

 

                         535

 

                             3

 

                            (9)

 

                         844

 

                         809

 

                      2,085

 

                 1,713

 

                 4,607

Total impact of
   changes in the
   Indian Rupee

$394

 

$241

 

$(34)

 

$272

 

$873

 

$1,279

 

$2,795

 

$2,879

 

$6,953

 

 

4. Other income includes the following components (in thousands):

 

 

2021

 

2022

 

1st Qtr

 

2nd Qtr

 

3rd Qtr

 

4th Qtr

 

Full Year

 

1st Qtr

 

2nd Qtr

 

3rd Qtr

 

YTD

Interest income

$(15)

 

$(10)

 

$(9)

 

$102

 

$68

 

$19

 

$92

 

$112

 

$223

Foreign currency gains (losses)

                        (287)

 

                         315

 

                          (30)

 

                        (243)

 

                        (245)

 

                         711

 

                      2,056

 

                 1,569

 

                 4,336

Other non-operating
    income (expense)

                             9

 

                             1

 

                            (3)

 

                          (91)

 

                          (84)

 

                             8

 

                           95

 

                     (69)

 

                      34

Total other income (loss)

$(293)

 

$306

 

$(42)

 

$(232)

 

$(261)

 

$738

 

$2,243

 

$1,612

 

$4,593

 


5. Capital expenditures are as follows (in thousands):

 

 

2021

 

2022

 

 

 

 

 

 

 

1st Qtr

 

2nd Qtr

 

3rd Qtr

 

4th Qtr

 

Full Year

 

1st Qtr

 

2nd Qtr

 

3rd Qtr

 

YTD

Capital expenditures

$569

 

$602

 

$987

 

$1,858

 

$4,016

 

$1,159

 

$1,084

 

$1,909

 

$4,152


 

 

 

 

 

6. Stock Repurchase Activity (in thousands):

 

 

2021

 

2022

 

1st Qtr

 

2nd Qtr

 

3rd Qtr

 

4th Qtr

 

Full Year

 

1st Qtr

 

2nd Qtr

 

3rd Qtr

 

YTD

Shares purchased under publicly announced buy-back program

                         214

 

                         244

 

                         123

 

                         128

 

                         709

 

                         383

 

                         417

 

                    347

 

                 1,147

Shares withheld for taxes due upon vesting of restricted stock units

                         172

 

                             1

 

                             5

 

                             1

 

                         179

 

                         203

 

                             4

 

                        8

 

                    215

Total shares purchased

                         386

 

                         245

 

                         128

 

                         129

 

                         888

 

                         586

 

                         421

 

                    355

 

                 1,362

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total cash paid for shares purchased under publicly announced buy-back program

$26,988

 

$32,894

 

$19,994

 

$20,117

 

$99,993

 

$49,965

 

$50,151

 

$50,000

 

$150,116

Total cash paid for shares withheld for taxes due upon vesting of restricted stock units

                    19,414

 

                         190

 

                         762

 

                           59

 

                    20,425

 

                    27,143

 

                         528

 

                 1,242

 

               28,913

Total cash paid for shares repurchased

$46,402

 

$33,084

 

$20,756

 

$20,176

 

$120,418

 

$77,108

 

$50,679

 

$51,242

 

$179,029

 

 

7. Remaining Performance Obligations

We disclose revenue we expect to recognize from our remaining performance obligations. Over 97% of our reported performance obligations represent cloud native subscriptions with a non-cancelable term greater than one year (including cloud-deferred revenue as well as amounts we will invoice and recognize as revenue from our performance of cloud services in future periods). Maintenance contracts are typically one year in duration and are not included in the remaining performance obligations. Below are our remaining performance obligations as of the end of each period (in thousands):

 

 

March 31, 2021

 

June 30, 2021

 

September 30, 2021

 

December 30, 2021

 

March 31, 2022

 

June 30, 2022

 

September 30, 2022

Remaining Performance Obligations

$421,196

 

$488,718

 

$573,712

 

$699,244

 

$809,540

 

$897,680

 

$969,603

 

8. The 2017 U.S. Tax Cuts and Jobs Act eliminated the expensing of research and development costs as incurred for tax purposes beginning in 2022.

This law changes the timing of cash tax payments, increasing near-term taxable income and payments, but normalizing over time as these expenses are amortized. As such, our cash outlook for 2022 includes the negative impact of approximately $25 million to $30 million in additional income tax payments. While there is still a possibility that legislation will be enacted that defers or eliminates the requirement to capitalize these costs, our current outlook factors in higher cash taxes as we will be required to make these payments, unless the existing law is amended. This legislation does not impact earnings per share, does not create any incremental expense obligation, and does not impact our ability to operationally grow cash flow.

 

 

 

 

9. Guideposts

The following table shows (i) revised 2022 and 2023 cloud revenue and remaining performance obligations (“RPO”) guideposts and (ii) guideposts published as of February 1, 2022, for cloud revenue and RPO for 2024.

 

 

 

Current Guideposts

 

 

 

($'s in millions)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cloud Revenue

 

 

 

Year

 

Low

 

Mid

 

High

 

% Growth(1)

 

 

 

2022 (2)

 

$172

 

$172

 

$173

 

41%

 

 

 

2023 (2)

 

$230

 

$232

 

$233

 

35%

 

 

 

2024 (3)

 

$310

 

$328

 

$345

 

41%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Remaining Performance Obligations

 

 

 

Year

 

Low

 

Mid

 

High

 

% Growth(1)

 

 

 

2022 (2)

 

$1,030

 

$1,040

 

$1,050

 

49%

 

 

 

2023 (2)

 

$1,300

 

$1,350

 

$1,400

 

30%

 

 

 

2024 (3)

 

$1,600

 

$1,700

 

$1,800

 

26%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) Year-over-year percentage growth is calculated based on the actual or forecasted mid-points.

 

 

(2) Amount reflects revised range as of October 25, 2022.

 

 

 

(3) Amounts remain unchanged from February 1, 2022.

 

These guideposts are forward-looking statements and are subject to all the risks and uncertainties applicable to our shorter-term 2022 Guidance, as stated above. In addition, the further into the future we project our financial expectations, the greater the risk that actual results will differ materially; consequently, our longer-term guideposts may be inherently more uncertain than our shorter-term guidance.