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 earliest event reported: April 22, 2004

Manhattan Associates, Inc.
(Exact Name of Registrant as Specified in Charter)
 	 	 	 	 	
Georgia	 	0-23999	 	58-2373424	
(State or Other Jurisdiction
of Incorporation)	 	(Commission File Number)	 	(I.R.S. Employer
Identification No.)	

2300 Windy Ridge Parkway, Suite 700, Atlanta, Georgia	 	30339	
(Address of Principal Executive Offices)	 	(Zip Code)	
(770) 955-7070
(Registrant’s telephone number, including area code)

 

 

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

     (c) Exhibits.

     The following exhibit is furnished in accordance with Item 601 of Regulation S-K:

     99.1 Press Release, dated April 22, 2004.

Item 12. Results of Operations and Financial Condition.

     On April 22, 2004, the Company issued a press release providing the final results for its financial performance for the quarter ended March 31, 2004. A copy of this press release is attached as Exhibit 99.1. Pursuant to General Instruction B.6 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, 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.

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/ Edward K. Quibell

Edward K. Quibell
Senior Vice President and Chief Financial Officer	
 	 	 	 	 	
Dated: April 22, 2004	 	 	 	 	

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

Contact: Matt Roberts       
Investor Relations/Business Analysis Manager
678.597.7317   
mroberts@manh.com

MANHATTAN ASSOCIATES ANNOUNCES FINANCIAL RESULTS FOR THE FIRST
QUARTER OF 2004

Record Software and Hosting Fees of $12.3 Million Provide Strong Start to 2004

ATLANTA - APRIL 22, 2004 - Manhattan Associates(R), Inc. (Nasdaq: MANH), the
global leader in providing supply chain execution (SCE) solutions, today
announced results for the first quarter ended March 31, 2004.

KEY QUARTERLY FINANCIAL HIGHLIGHTS FOR MANHATTAN ASSOCIATES INCLUDE:

-        Total revenue, software and hosting fees and services revenue each were
at record levels.

-        Total revenue for the quarter ended March 31, 2004, was $51.3 million,
an increase of 11% over the first quarter of 2003.

-        Software and hosting fees for the quarter ended March 31, 2004, were
$12.3 million, an increase of 21% over the first quarter of 2003.

-        Services revenue for the quarter ended March 31, 2004, was $33.6
million, an increase of 11% over the first quarter of 2003.

-        Net income for the quarter ended March 31, 2004, was $5.7 million, an
increase of 25% over the first quarter of 2003.

-        Cash from operations for the quarter ended March 31, 2004, was $11.8
million, and total cash and investments was $166.8 million as of March
31, 2004.

GAAP net income was $5.7 million, or $0.18 per fully diluted share, for the
first quarter of 2004 compared to $4.5 million, or $0.15 per fully diluted
share, for the first quarter of 2003.

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. Adjusted net income for the first
quarter of 2003, which excludes the amortization of acquisition-related
intangible assets, net of taxes, was $5.0 million, or $0.17 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 34.5% for the first quarter of 2004.

"I am particularly pleased with the company's back-to-back record license
revenue quarters, setting us up for a strong 2004," said Richard Haddrill, CEO
of Manhattan Associates. "Not only did we successfully complete our 2004R1
product release on schedule in the quarter, but we further extended our
solutions in such critical areas as distributed order management. With the
improving market conditions we are beginning to see payback on our investments
in a broader and integrated product suite, and expanded global infrastructure
and vertical industry development."

OTHER KEY HIGHLIGHTS FOR MANHATTAN ASSOCIATES INCLUDE THE FOLLOWING:

-        Customer wins for the first quarter include Armstrong World
Industries, Inc.; Bed, Bath & Beyond; CSK Auto, Inc.; The
Dannon Company; Dollar General Corporation; GameStop, Inc.;
Motorola, Inc.; Neiman Marcus Group, Inc.; and Coles Myer,
Ltd., the largest retailer in Australia.

-        Expanded customer relationships for the first quarter include
Birds Eye Foods, Inc.; Kellwood Company; Pearl Incorporated;
US Freightways Corp.; and Ewals Cargo Care NV in Europe.

-        The appointment of Pete Sinisgalli to the position of
president and COO, putting in place a succession plan that
calls for Mr. Sinisgalli to assume the position of president
and CEO on July 1, 2004. At that time Richard Haddrill,
currently CEO, will become the vice chairman of the Board of
Directors.

-        The completion of the development and release of the 2004R1
solution suite.

-        Leveraged the company's recent acquisition of distributed
order management functionality to close a key account in the
quarter.

-        The introduction of the first two Integrated Logistics
Solutions offerings, Integrated Logistics Solution for Retail
and Integrated Logistics Solution for Food. 

-        Continued momentum with Radio Frequency Identification (RFID),
securing five RFID customers and tracking 50 active sales
opportunities. The company has also continued to offer its
major RFID solutions to meet the market's needs - RFID in a
Box(TM), Integration Platform for RFID, RFID-enabled
applications and Implementation Services for RFID.

BUSINESS OUTLOOK FOR 2004

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 includes a modestly improving spending environment for
information technology. 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, 2004, 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 2004.

For the year ending December 31, 2004, Manhattan affirms its expectation to
achieve adjusted earnings, which excludes the amortization of
acquisition-related intangibles in 

the range of $0.91 to $1.04 per fully diluted share and GAAP earnings per share
of $0.83 to $0.96 per fully diluted share. These expectations assume that the
current general economic and capital spending environment will improve modestly
over the course of the year.

ABOUT MANHATTAN ASSOCIATES
Manhattan Associates, Inc., is the global leader in providing supply chain
execution solutions. We enable operational excellence through our warehousing
and distribution, transportation and trading partner management applications.
These integrated 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, 2003. 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 INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Three Months Ended
March 31,
-------------------------
2004             2003
--------         --------
(unaudited)
Revenue:

Software and hosting fees .............................        $ 12,306         $ 10,159
Services ..............................................          33,606           30,240
Hardware and other ....................................           5,381            5,698
--------         --------
Total revenue .....................................          51,293           46,097

Costs and Expenses:
Cost of software and hosting fees .....................             823            1,123
Cost of services ......................................          15,096           12,766
Cost of hardware and other ............................           4,578            4,927
Research and development ..............................           7,354            6,754
Sales and marketing ...................................           7,920            7,572
General and administrative ............................           6,374            5,734
Amortization of acquisition-related intangibles .......             870              763
--------         --------
Total costs and expenses ..........................          43,015           39,639
--------         --------
Operating income ...........................................           8,278            6,458
Other income, net ..........................................             389              557
--------         --------
Income before income taxes .................................           8,667            7,015
Income tax provision .......................................           2,990            2,475
--------         --------
Net income .................................................        $  5,677         $  4,540
========         ========

Basic net income per share .................................        $   0.19         $   0.16
========         ========
Diluted net income per share ...............................        $   0.18         $   0.15
========         ========

Weighted average number of shares:
Basic ..................................................          30,135           29,079
========         ========
Diluted ................................................          31,349           30,446
========         ========

Reconciliation of Adjusted Net Income:
Net income .................................................        $  5,677         $  4,540
Amortization of acquisition-related intangibles ............             870              763
Income tax effect ..........................................            (300)            (269)
--------         --------
Adjusted net income ........................................        $  6,247         $  5,034
========         ========

Adjusted net income per diluted share ......................        $   0.20         $   0.17
========         ========

-MORE-

MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)

March 31,     December 31,
2004            2003
---------     ------------
(unaudited)
ASSETS

Current Assets:
Cash and cash equivalents ................................        $153,418        $140,964
Short-term investments ...................................           9,076           4,992
Accounts receivable, net .................................          41,565          40,790
Prepaid expenses and other current assets ................           4,992           4,627
Deferred income taxes ....................................           1,870           2,086
--------        --------
Total current assets ...................................         210,921         193,459

Long-term investments ......................................           4,316           9,447
Property and equipment, net ................................          12,053          12,152
Intangible and other assets ................................          48,240          48,961
--------        --------

Total assets ...........................................        $275,530        $264,019
========        ========

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
Accounts payable and accrued liabilities .................        $ 14,749        $ 17,024
Current portion of capital lease obligations .............             120             132
Deferred revenue .........................................          21,680          17,937
--------        --------
Total current liabilities ..............................          36,549          35,093

Long-term portion of capital lease obligations .............             253             288
Deferred income taxes ......................................             460             396

Total shareholders' equity .................................         238,268         228,242
--------        --------

Total liabilities and shareholders' equity ...............        $275,530        $264,019
========        ========

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