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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): April 26, 2005

MANHATTAN ASSOCIATES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 	 	 	 	 	
GEORGIA	 	0-23999	 	58-2373424	
(STATE OR OTHER JURISDICTION OF	 	(COMMISSION FILE NUMBER)	 	(I.R.S. EMPLOYER IDENTIFICATION NO.)	
INCORPORATION OR ORGANIZATION)	 	 	 	 	
2300 Windy Ridge Parkway, Suite 700, Atlanta, Georgia
30339
(Address of Principal Executive Offices)
(Zip Code)

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

NONE
(Former name or former address, if changed since last report)

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

¨       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))

 

TABLE OF CONTENTS
 	 	 	 	 	 	 	 	 	
 	Item 2.02 Results of Operations and Financial Condition.	
 	Item 9.01. Financial Statements and Exhibits.	
SIGNATURES	
EXHIBIT INDEX	
EX-99.1 PRESS RELEASE,DATED APRIL 26,2005	

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Item 2.02   Results of Operations and Financial Condition.

     On April 26, 2005, Manhattan Associates, Inc. (the “Company”) issued a press release providing the final results for its financial performance for the first quarter ended March 31, 2005. 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.

     The press release includes, as additional information regarding the Company’s operating results, the Company’s adjusted net income and adjusted net income per share, which exclude the amortization of acquisition-related intangibles, net of income tax effects. The measures are not in accordance with, or an alternative for, generally accepted accounting principles in the United States (“GAAP”) and may be different from non-GAAP net income and non-GAAP per share measures used by other companies. The Company believes that this presentation of adjusted net income and adjusted net income per share provides useful information to investors regarding certain additional financial and business trends relating to the Company’s financial condition and results of operations.

Item 9.01.   Financial Statements and Exhibits.

     (c)       Exhibits.

99.1       Press Release, dated April 26, 2005.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 	 	 	 	 	
 	MANHATTAN ASSOCIATES, INC.
 	 	
 	By:  	/s/ Steven R. Norton  	 	
 	 	Steven R. Norton 	 	
 	 	Senior Vice President and Chief Financial Officer 	 	
 	
Dated: April 26, 2005

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EXHIBIT INDEX
 	 	 	
Exhibit	 	 	
Number	 	Description	
99.1	 	Press Release, dated April 26, 2005.	

 

EXHIBIT 99.1
 	 	 	
FOR IMMEDIATE RELEASE	
Contact:	 	Matt Roberts
Investor Relations/Business Analysis Director
678.597.7317
mroberts@manh.com	
Manhattan Associates Reports Results for the First Quarter 2005

Company Posts Record Revenue, Achieves Adjusted EPS of $0.18

ATLANTA – April 26, 2005 – Manhattan Associates®, Inc. (Nasdaq: MANH), the global leader in providing supply chain execution and optimization solutions, today announced results for the first quarter ended March 31, 2005.

Key quarterly financial metrics for Manhattan Associates include:
•  	Software and hosting fees for the quarter ended March 31, 2005, were a record $13.8 million, an increase of 12% over the first quarter of 2004;	 	 	 	
 	
•  	Services revenue for the quarter ended March 31, 2005, was a record $37.4 million, an increase of 11% over the first quarter of 2004;	 	 	 	
 	
•  	Total revenue for the quarter ended March 31, 2005, was a record $56.3 million, an increase of 10% over the first quarter of 2004;	 	 	 	
 	
•  	Operating income for the quarter ended March 31, 2005, was $7.3 million, a decrease of 11% over the first quarter of 2004, but an increase of 12% over the fourth quarter of 2004;	 	 	 	
 	
•  	Total cash and investments increased to $175.4 million as of March 31, 2005; and	 	 	 	
 	
•  	International revenue for the quarter ended March 31, 2005, was $10.9 million, which represents 19% of total revenue in the first quarter.	 	 	 	
GAAP net income was $4.8 million, or $0.16 per fully diluted share, for the first quarter of 2005 compared to $5.7 million, or $0.18 per fully diluted share, for the first quarter of 2004.

Adjusted net income for the first quarter of 2005, which excludes the amortization of acquisition-related intangible assets, net of taxes, was $5.3 million, or $0.18 per fully diluted share. Adjusted net income for the first quarter of 2004, which excludes the amortization of acquisition-related intangible assets, net of taxes, was $6.2 million, or $0.20 per fully diluted share.

The company provides adjusted net income and adjusted net income per share in this press release as additional information regarding the company’s operating results. The measures are not in accordance with, or an alternative for, GAAP and may be different from non-GAAP net income and non-GAAP per share measures used by other companies. The company believes

 

that this presentation of adjusted net income and adjusted net income per share provides useful information to investors regarding additional financial and business trends relating to the company’s financial condition and results of operations. The effective tax rate used in calculating adjusted net income was 38.9% and 34.5% for the first quarter of 2005 and the first quarter of 2004, respectively.

“We are off to a solid start in 2005,” said Pete Sinisgalli, president and chief executive officer of Manhattan Associates. “We saw a number of large deals close this quarter and we are pleased to see our customers continuing to purchase a variety of components across our Integrated Logistics Solutions™ offering. In addition, we saw a modest sequential improvement in our services gross margin. We achieved a 52% services gross margin this quarter compared with a 51% margin in the fourth quarter of last year.”

Other significant achievements during the quarter include:
 	•  	Securing new customer wins at companies such as Ballantine Produce Co., Inc., BDI Laguna, Inc., DealEasy Information Technology, Innovative Logistics, ManTech Security Technologies, Mayo Foundation, Perfect 10 Satellite Distribution, Roadshow Entertainment, S. Abraham & Sons, Inc. and TS Freight;	 	 	
 	
 	•  	Expanding customer relationships with companies such as AtomicBox, Inc., Bulova Corporation, Coles Myer Ltd., Electronics for Imaging, Inc., Ellis Hosiery Mills, Inc., Exel Plc., Kellwood Company, Limited Brands, Inc., Performance Team Freight Systems, Genesco, Inc., Hudd Distribution Services, Inc., Olympus America, Inc., Party City Corporation, Revlon Consumer Products Corp., S.P. Richards Company, Tally-Weijl, Tibbett and Britten Limited, Toys R Us and VF Corporation;	 	 	
 	
 	•  	Closing four large deals, each of which were $1 million or more in recognized license revenue;	 	 	
 	
 	•  	Becoming one of the first global ISVs selected by Microsoft® Business Solutions to become part of its Axapta® Industry Builder initiative and signing our first customer, Perfect 10 Satellite Distribution. The initiative provides Manhattan Associates with expanded global reach through the Microsoft Business Solutions channel network—with more than 1,160 channel partners—to customers around the world;	 	 	
 	
 	•  	Securing approximately 50% of revenues from our non-Warehouse Management solutions including Distributed Order Management, Transportation Management, Trading	 	 	

 
 	   	Partner Management, RFID, Reverse Logistics Management and Performance Management.	
Business Outlook for 2005

Manhattan Associates currently intends to publish, in each quarterly earnings release, certain expectations with respect to future financial performance. The following statements regarding future financial performance are based on current expectations, which include a modestly improving general economic and information technology spending environment over the course of the current year. 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 June 15, 2005, 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 Business Outlook section as still being Manhattan Associates’ current expectation on matters covered, unless Manhattan Associates publishes a notice stating otherwise. The public should not rely on previously published expectations during 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, presently scheduled for the fourth week of July 2005.

Steve Norton, senior vice president and chief financial officer stated, “For the quarter ending June 30, 2005, Manhattan Associates expects to achieve net earnings of between $0.18 and $0.22 per fully diluted share and adjusted earnings, which excludes the amortization of acquisition-related intangibles and other acquisition related costs in connection with an attempted business combination, of between $0.22 and $0.26 per fully diluted share. For the full-year 2005, we expect net earnings per fully diluted share of between $0.78 and $0.84 which includes the amortization of acquisition-related intangibles and other acquisition related costs in

 

connection with an attempted business combination and adjusted earnings per share to be in the range of $0.88 to $0.94.”

About Manhattan Associates

Manhattan Associates, Inc., is the global leader in providing supply chain execution and optimization solutions. It enables operational excellence through its warehouse, transportation, distributed order management, reverse logistics and trading partner management applications, as well as its RFID, performance management and event management capabilities. These Integrated Logistics Solutions™ leverage state-of-the-art technologies, innovative practices and our domain expertise to enhance performance, profitability and competitive advantage. Manhattan Associates has licensed more than 900 customers representing more than 1,600 facilities worldwide, which include some of the world’s leading manufacturers, distributors and retailers. For more information about Manhattan Associates, visit  www.manh.com .

This press release may contain “forward-looking statements” relating to Manhattan Associates, Inc. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. Among the important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are delays in product development, undetected software errors, competitive pressures, technical difficulties, market acceptance, availability of technical personnel, changes in customer requirements, risks of international operations and general economic conditions. Additional factors are set forth in “Safe Harbor Compliance Statement for Forward-Looking Statements” included as Exhibit 99.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004. 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.

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MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share amounts)
 	 	 	 	 	 	 	 	 	
 	 	Three Months Ended	 	
 	 	March 31,	 	
 	 	2005	 	 	2004	 	
 	 	(unaudited)	 	
Revenue:	 	 	 	 	 	 	 	 	
Software and hosting fees	 	$	13,814	 	 	$	12,306	 	
Services	 	 	37,437	 	 	 	33,606	 	
Hardware and other	 	 	5,056	 	 	 	5,381	 	
 	 	 	 	 	 	 	
Total revenue	 	 	56,307	 	 	 	51,293	 	
Costs and Expenses:	 	 	 	 	 	 	 	 	
Cost of software and hosting fees	 	 	1,311	 	 	 	823	 	
Cost of services	 	 	17,822	 	 	 	15,096	 	
Cost of hardware and other	 	 	4,518	 	 	 	4,578	 	
Research and development	 	 	7,678	 	 	 	7,200	 	
Sales and marketing	 	 	9,688	 	 	 	7,920	 	
General and administrative	 	 	7,026	 	 	 	6,528	 	
Amortization of acquisition-related intangibles	 	 	924	 	 	 	870	 	
 	 	 	 	 	 	 	
Total costs and expenses	 	 	48,967	 	 	 	43,015	 	
 	 	 	 	 	 	 	
Operating income	 	 	7,340	 	 	 	8,278	 	
Other income, net	 	 	485	 	 	 	389	 	
 	 	 	 	 	 	 	
Income before income taxes	 	 	7,825	 	 	 	8,667	 	
Income tax provision	 	 	3,043	 	 	 	2,990	 	
 	 	 	 	 	 	 	
Net income	 	$	4,782	 	 	$	5,677	 	
 	 	 	 	 	 	 	
Basic net income per share	 	$	0.16	 	 	$	0.19	 	
 	 	 	 	 	 	 	
Diluted net income per share	 	$	0.16	 	 	$	0.18	 	
 	 	 	 	 	 	 	
Weighted average number of shares:	 	 	 	 	 	 	 	 	
Basic	 	 	29,620	 	 	 	30,135	 	
 	 	 	 	 	 	 	
Diluted	 	 	30,276	 	 	 	31,349	 	
 	 	 	 	 	 	 	
Reconciliation of Adjusted Net Income:	 	 	 	 	 	 	 	 	
Net income	 	$	4,782	 	 	$	5,677	 	
Amortization of acquisition-related intangibles	 	 	924	 	 	 	870	 	
Income tax effect	 	 	(359	)	 	 	(300	)	
 	 	 	 	 	 	 	
Adjusted net income	 	$	5,347	 	 	$	6,247	 	
 	 	 	 	 	 	 	
Adjusted net income per diluted share	 	$	0.18	 	 	$	0.20	 	
 	 	 	 	 	 	 	
-more-

 

MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
 	 	 	 	 	 	 	 	 	
 	 	March 31,	 	 	December 31,	 	
 	 	2005	 	 	2004	 	
 	 	(unaudited)	 	 	 	 	 	
ASSETS	
Current Assets:	 	 	 	 	 	 	 	 	
Cash and cash equivalents	 	$	100,664	 	 	$	37,429	 	
Short-term investments	 	 	55,052	 	 	 	88,794	 	
Accounts receivable, net	 	 	49,500	 	 	 	45,996	 	
Prepaid expenses and other current assets	 	 	8,580	 	 	 	7,087	 	
Deferred income taxes	 	 	6,377	 	 	 	4,257	 	
 	 	 	 	 	 	 	
Total current assets	 	 	220,173	 	 	 	183,563	 	
Long-term investments	 	 	19,675	 	 	 	46,433	 	
Property and equipment, net	 	 	14,148	 	 	 	13,598	 	
Intangible and other assets	 	 	45,065	 	 	 	46,907	 	
 	 	 	 	 	 	 	
Total assets	 	$	299,061	 	 	$	290,501	 	
 	 	 	 	 	 	 	
LIABILITIES AND SHAREHOLDERS’ EQUITY	
Current Liabilities:	 	 	 	 	 	 	 	 	
Accounts payable and accrued liabilities	 	$	18,084	 	 	$	19,518	 	
Current portion of capital lease obligations	 	 	141	 	 	 	139	 	
Income taxes payable	 	 	5,717	 	 	 	2,233	 	
Deferred rent	 	 	203	 	 	 	203	 	
Deferred revenue	 	 	24,912	 	 	 	22,710	 	
 	 	 	 	 	 	 	
Total current liabilities	 	 	49,057	 	 	 	44,803	 	
Long-term portion of capital lease obligations	 	 	112	 	 	 	148	 	
Deferred rent	 	 	406	 	 	 	457	 	
Deferred income taxes	 	 	330	 	 	 	466	 	
Total shareholders’ equity	 	 	249,156	 	 	 	244,627	 	
 	 	 	 	 	 	 	
Total liabilities and shareholders’ equity	 	$	299,061	 	 	$	290,501	 	
 	 	 	 	 	 	 	
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