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 19, 2010
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 1000, 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:
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 19, 2010, Manhattan Associates, Inc. (the “Company”) issued a press release providing the results for its financial performance for the third quarter and the nine months ended September 30, 2010. 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, stock option expense, and restructuring charges — 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 acquisition-related costs, transaction tax expense recapture, stock option expense, restructuring charges, and unusual tax adjustments 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 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 stock option expense is determined in significant part by the trading price of our common stock and the volatility thereof, over which we have no direct control, the	
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 	 	 	impact of such expense is not subject to effective management by us. We believe excluding the impact of stock option expense in adjusted operating income, adjusted net income and adjusted earnings per share is consistent with similar practice by our competitors and other companies within our industry.	
 	 	 	 	
 	•	 	We do not believe that the restructuring charge incurred in 2009 related to our reductions in force, or future restructuring charges related to staff reductions, are common costs that result from normal operating activities; rather, we believe these staff rationalizations relate to the extremely depressed economic conditions that have pervaded global markets since 2008. Thus, we have not included these restructuring charges in the assessment of our operating performance.	
 	 	 	 	
 	•	 	As discussed above, we excluded stock option expense from adjusted non-GAAP results because it is determined in significant part by the trading price of our common stock and the volatility thereof, over which we have no direct control. Therefore, we also excluded the related tax benefit generated upon their disposition.	
     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.
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
     On October 13, 2010, the Board of Directors of the Company approved and adopted an amendment to the Amended Bylaws of the Company to add Section 3.9 thereto to establish a mandatory retirement age for directors at age 72.
     The foregoing description of the amendment to the Amended Bylaws is qualified in its entirety by reference to the Amended Bylaws, as amended, a copy of which is attached as Exhibit 3.2 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
          (d) Exhibits.
 	 	 	
Exhibit	 	 	
Number	 	Description	
 	 	 	
3.2	 	Amended Bylaws of Manhattan Associates, Inc., as amended	
 	 	 	
99.1	 	Press Release, dated October 19, 2010	
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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, hereunto duly authorized.
 	 	 	 	 	
 	MANHATTAN ASSOCIATES, INC.
 	 	
 	By:  	/s/ Dennis B. Story  	 	
 	 	Dennis B. Story 	 	
 	 	Senior Vice President, Chief Financial Officer and Treasurer 	 	
 	
Dated: October 19, 2010

 
EXHIBIT INDEX
 	 	 	
Exhibit	 	 	
Number	 	Description	
 	 	 	
3.2	 	Amended Bylaws of Manhattan Associates, Inc., as amended	
 	 	 	
99.1	 	Press Release, dated October 19, 2010.	

Exhibit 3.2
AMENDED BYLAWS
OF
MANHATTAN ASSOCIATES, INC.
(AS AMENDED EFFECTIVE OCTOBER 13, 2010)
(Amended to establish a mandatory retirement age for directors)

 
AMENDED BYLAWS
OF
MANHATTAN ASSOCIATES, INC.
(As Amended)
TABLE OF CONTENTS
 	 	 	 	 	 	 	
 	 	 	 	Page	
 	 	 	 	 	 	 	
ARTICLE ONE OFFICE	 	 	1	 	
1.1	 	REGISTERED OFFICE AND AGENT	 	 	1	 	
1.2	 	PRINCIPAL OFFICE	 	 	1	 	
1.3	 	OTHER OFFICES	 	 	1	 	
 	 	 	 	 	 	 	
ARTICLE TWO SHAREHOLDERS’ MEETINGS	 	 	1	 	
2.1	 	PLACE OF MEETINGS	 	 	1	 	
2.2	 	ANNUAL MEETINGS	 	 	1	 	
2.3	 	SPECIAL MEETINGS	 	 	2	 	
2.4	 	NOTICE OF MEETINGS	 	 	2	 	
2.5	 	WAIVER OF NOTICE	 	 	2	 	
2.6	 	VOTING GROUP; QUORUM; VOTE REQUIRED TO ACT	 	 	2	 	
2.7	 	VOTING OF SHARES	 	 	3	 	
2.8	 	PROXIES	 	 	3	 	
2.9	 	PRESIDING OFFICIAL	 	 	3	 	
2.10	 	ADJOURNMENTS	 	 	3	 	
2.11	 	CONDUCT OF THE MEETING	 	 	4	 	
2.12	 	INSPECTORS OF ELECTION	 	 	4	 	
2.13	 	ACTION OF SHAREHOLDERS WITHOUT A MEETING	 	 	4	 	
2.14	 	MATTERS CONSIDERED AT ANNUAL MEETINGS	 	 	4	 	
 	 	 	 	 	 	 	
ARTICLE THREE BOARD OF DIRECTORS	 	 	5	 	
3.1	 	GENERAL POWERS	 	 	5	 	
3.2	 	NUMBER, ELECTION AND TERM OF OFFICE	 	 	5	 	
3.3	 	REMOVAL OF DIRECTORS	 	 	5	 	
3.4	 	VACANCIES	 	 	5	 	
3.5	 	COMPENSATION	 	 	6	 	
3.6	 	COMMITTEES OF THE BOARD OF DIRECTORS	 	 	6	 	
3.7	 	QUALIFICATION OF DIRECTORS	 	 	6	 	
3.8	 	CERTAIN NOMINATION REQUIREMENTS	 	 	6	 	
3.9	 	RETIREMENT AGE	 	 	7	 	
 	 	 	 	 	 	 	
ARTICLE FOUR MEETINGS OF THE BOARD OF DIRECTORS	 	 	7	 	
4.1	 	REGULAR MEETINGS	 	 	7	 	
4.2	 	SPECIAL MEETINGS	 	 	7	 	
4.3	 	PLACE OF MEETINGS	 	 	7	 	
4.4	 	NOTICE OF MEETINGS	 	 	7	 	
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 	 	 	 	Page	
 	 	 	 	 	 	 	
4.5	 	QUORUM	 	 	7	 	
4.6	 	VOTE REQUIRED FOR ACTION	 	 	8	 	
4.7	 	PARTICIPATION BY CONFERENCE TELEPHONE	 	 	8	 	
4.8	 	ACTION BY DIRECTORS WITHOUT A MEETING	 	 	8	 	
4.9	 	ADJOURNMENTS	 	 	8	 	
4.10	 	WAIVER OF NOTICE	 	 	8	 	
 	 	 	 	 	 	 	
ARTICLE FIVE OFFICERS	 	 	9	 	
5.1	 	OFFICERS	 	 	9	 	
5.2	 	TERM	 	 	9	 	
5.3	 	COMPENSATION	 	 	9	 	
5.4	 	REMOVAL	 	 	9	 	
5.5	 	CHAIRMAN OF THE BOARD	 	 	9	 	
5.6	 	CHIEF EXECUTIVE OFFICER	 	 	9	 	
5.7	 	PRESIDENT	 	 	10	 	
5.8	 	VICE PRESIDENTS	 	 	10	 	
5.9	 	SECRETARY	 	 	10	 	
5.10	 	TREASURER	 	 	10	 	
 	 	 	 	 	 	 	
ARTICLE SIX DISTRIBUTIONS AND DIVIDENDS	 	 	11	 	
 	 	 	 	 	 	 	
ARTICLE SEVEN SHARES	 	 	11	 	
7.1	 	SHARES	 	 	11	 	
7.2	 	RIGHTS OF CORPORATION WITH RESPECT TO REGISTERED OWNERS	 	 	11	 	
7.3	 	TRANSFERS OF SHARES	 	 	11	 	
7.4	 	DUTY OF CORPORATION TO REGISTER TRANSFER	 	 	12	 	
7.5	 	LOST, STOLEN, OR DESTROYED CERTIFICATES	 	 	12	 	
7.6	 	FIXING OF RECORD DATE	 	 	12	 	
7.7	 	RECORD DATE IF NONE FIXED	 	 	12	 	
 	 	 	 	 	 	 	
ARTICLE EIGHT INDEMNIFICATION	 	 	12	 	
8.1	 	INDEMNIFICATION OF DIRECTORS	 	 	12	 	
8.2	 	INDEMNIFICATION OF OTHERS	 	 	13	 	
8.3	 	OTHER ORGANIZATIONS	 	 	13	 	
8.4	 	ADVANCES	 	 	13	 	
8.5	 	NON-EXCLUSIVITY	 	 	14	 	
8.6	 	INSURANCE	 	 	14	 	
8.7	 	NOTICE	 	 	14	 	
8.8	 	SECURITY	 	 	14	 	
8.9	 	AMENDMENT	 	 	14	 	
8.10	 	AGREEMENTS	 	 	14	 	
8.11	 	CONTINUING BENEFITS	 	 	15	 	
8.12	 	SUCCESSORS	 	 	15	 	
8.13	 	SEVERABILITY	 	 	15	 	
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 	 	 	 	Page	
 	 	 	 	 	 	 	
8.14	 	ADDITIONAL INDEMNIFICATION	 	 	15	 	
 	 	 	 	 	 	 	
ARTICLE NINE MISCELLANEOUS	 	 	15	 	
9.1	 	INSPECTION OF BOOKS AND RECORDS	 	 	15	 	
9.2	 	FISCAL YEAR	 	 	16	 	
9.3	 	CORPORATE SEAL	 	 	16	 	
9.4	 	ANNUAL STATEMENTS	 	 	16	 	
9.5	 	NOTICE	 	 	16	 	
 	 	 	 	 	 	 	
ARTICLE TEN AMENDMENTS	 	 	16	 	
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Exhibit 3.2
AMENDED BYLAWS
OF
MANHATTAN ASSOCIATES, INC.
(As Amended Effective October 13, 2010)
(Amended to establish a mandatory retirement age for directors)
     References in these Amended Bylaws of MANHATTAN ASSOCIATES, INC., a Georgia corporation (the “Corporation”) (these “Bylaws”) to “Articles of Incorporation” are to the Articles of Incorporation of the Corporation as amended and restated from time to time.
     All of these Bylaws are subject to contrary provisions, if any, of the Articles of Incorporation (including provisions designating the preferences, limitations, and relative rights of any class or series of shares), the Georgia Business Corporation Code (the “Code”), and other applicable law, as in effect on and after the effective date of these Bylaws. References in these Bylaws to “Sections” shall refer to sections of the Bylaws, unless otherwise indicated.
ARTICLE ONE
OFFICE
     1.1 REGISTERED OFFICE AND AGENT. The Corporation shall maintain a registered office and shall have a registered agent whose business office is the same as the registered office.
     1.2 PRINCIPAL OFFICE. The principal office of the Corporation shall be at the place designated in the Corporation’s annual registration with the Georgia Secretary of State.
     1.3 OTHER OFFICES. In addition to its registered office and principal office, the Corporation may have offices at other locations either in or outside the State of Georgia.
ARTICLE TWO
SHAREHOLDERS’ MEETINGS
     2.1 PLACE OF MEETINGS. Meetings of the Corporation’s shareholders may be held at any location inside or outside the State of Georgia designated by the Board of Directors or any other person or persons who properly call the meeting, or if the Board of Directors or such other person or persons do not specify a location, at the Corporation’s principal office.
     2.2 ANNUAL MEETINGS. The Corporation shall hold an annual meeting of shareholders, at a time determined by the Board of Directors, to elect directors and to transact any business that properly may come before the meeting. The annual meeting may be combined with any other meeting of shareholders, whether annual or special.
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     2.3 SPECIAL MEETINGS. Special meetings of shareholders of one or more classes or series of the Corporation’s shares may be called at any time by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President, and shall be called by the Corporation upon the written request (in compliance with applicable requirements of the Code) of the holders of shares representing not less than 35% or more of the votes entitled to be cast on each issue proposed to be considered at the special meeting. The business that may be transacted at any special meeting of shareholders shall be limited to that proposed in the notice of the special meeting given in accordance with Section 2.4 (including related or incidental matters that may be necessary or appropriate to effectuate the proposed business).
     2.4 NOTICE OF MEETINGS. In accordance with Section 9.5 and subject to waiver by a shareholder pursuant to Section 2.5, the Corporation shall give written notice of the date, time, and place of each annual and special shareholders’ meeting no fewer than 10 days nor more than 60 days before the meeting date to each shareholder of record entitled to vote at the meeting. The notice of an annual meeting need not state the purpose of the meeting unless these Bylaws require otherwise. The notice of a special meeting shall state the purpose for which the meeting is called. If an annual or special shareholders’ meeting is adjourned to a different date, time, or location, the Corporation shall give shareholders notice of the new date, time, or location of the adjourned meeting, unless a quorum of shareholders was present at the meeting and information regarding the adjournment was announced before the meeting was adjourned; provided, however, that if a new record date is or must be fixed in accordance with Section 7.6, the Corporation must give notice of the adjourned meeting to all shareholders of record as of the new record date who are entitled to vote at the adjourned meeting.
     2.5 WAIVER OF NOTICE. A shareholder may waive any notice required by the Code, the Articles of Incorporation, or these Bylaws, before or after the date and time of the matter to which the notice relates, by delivering to the Corporation a written waiver of notice signed by the shareholder entitled to the notice. In addition, a shareholder’s attendance at a meeting shall be (a) a waiver of objection to lack of notice or defective notice of the meeting unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting, and (b) a waiver of objection to consideration of a particular matter at the meeting that is not within the purpose stated in the meeting notice, unless the shareholder objects to considering the matter when it is presented. Except as otherwise required by the Code, neither the purpose of nor the business transacted at the meeting need be specified in any waiver.
     2.6 VOTING GROUP; QUORUM; VOTE REQUIRED TO ACT. (a) Unless otherwise required by the Code or the Articles of Incorporation, all classes or series of the Corporation’s shares entitled to vote generally on a matter shall for that purpose be considered a single voting group (a “Voting Group”). If either the Articles of Incorporation or the Code requires separate voting by two or more Voting Groups on a matter, action on that matter is taken only when voted upon by each such Voting Group separately. At all meetings of shareholders, any Voting Group entitled to vote on a matter may take action on the matter only if a quorum of that Voting Group exists at the meeting, and if a quorum exists, the Voting Group may take action on the matter notwithstanding the absence of a quorum of any other Voting Group that may be entitled to vote separately on the matter. Unless the Articles of Incorporation, these Bylaws, or the Code provides otherwise, the presence (in person or by proxy) of shares
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representing a majority of votes entitled to be cast on a matter by a Voting Group shall constitute a quorum of that Voting Group with regard to that matter. Once a share is present at any meeting other than solely to object to holding the meeting or transacting business at the meeting, the share shall be deemed present for quorum purposes for the remainder of the meeting and for any adjournments of that meeting, unless a new record date for the adjourned meeting is or must be set pursuant to Section 7.6 of these Bylaws.
     (b) Except as provided in Section 3.4, if a quorum exists, action on a matter by a Voting Group is approved by that Voting Group if the votes cast within the Voting Group favoring the action exceed the votes cast opposing the action, unless the Articles of Incorporation, a provision of these Bylaws that has been adopted pursuant to Section 14-2-1021 of the Code (or any successor provision), or the Code requires a greater number of affirmative votes.
     2.7 VOTING OF SHARES. Unless otherwise required by the Code or the Articles of Incorporation, each outstanding share of any class or series having voting rights shall be entitled to one vote on each matter that is submitted to a vote of shareholders.
     2.8 PROXIES. A shareholder entitled to vote on a matter may vote in person or by proxy pursuant to an appointment executed in writing by the shareholder or by his or her attorney-in-fact. An appointment of a proxy shall be valid for 11 months from the date of its execution, unless a longer or shorter period is expressly stated in the appointment form.
     2.9 PRESIDING OFFICIAL. Except as otherwise provided in this Section 2.9, the Chairman of the Board, and in his or her absence or disability the Chief Executive Officer, and in his or her absence or disability the President, shall preside at every shareholders’ meeting (and any adjournment thereof) as its chairman, if either of them is present and willing to serve. If neither the Chairman of the Board, nor the Chief Executive Officer nor the President is present and willing to serve as chairman of the meeting, and if the Chairman of the Board has not designated another person who is present and willing to serve, then a majority of the Corporation’s directors present at the meeting shall be entitled to designate a person to serve as chairman. If no director of the Corporation is present at the meeting or if a majority of the directors who are present cannot be established, then a chairman of the meeting shall be selected by a majority vote of (a) the shares present at the meeting that would be entitled to vote in an election of directors, or (b) if no such shares are present at the meeting, then the shares present at the meeting comprising the Voting Group with the largest number of shares present at the meeting and entitled to vote on a matter properly proposed to be considered at the meeting. The chairman of the meeting may designate other persons to assist with the meeting.
     2.10 ADJOURNMENTS. At any meeting of shareholders (including an adjourned meeting), a majority of shares of any Voting Group present and entitled to vote at the meeting (whether or not those shares constitute a quorum) may adjourn the meeting, but only with respect to that Voting Group, to reconvene at a specific time and place. If more than one Voting Group is present and entitled to vote on a matter at the meeting, then the meeting may be continued with respect to any such Voting Group that does not vote to adjourn as provided above, and such Voting Group may proceed to vote on any matter to which it is otherwise entitled to do so; provided, however, that if (a) more than one Voting Group is required to take action on a matter
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at the meeting and (b) any one of those Voting Groups votes to adjourn the meeting (in accordance with the preceding sentence), then the action shall not be deemed to have been taken until the requisite vote of any adjourned Voting Group is obtained at its reconvened meeting. The only business that may be transacted at any reconvened meeting is business that could have been transacted at the meeting that was adjourned, unless further notice of the adjourned meeting has been given in compliance with the requirements for a special meeting that specifies the additional purpose or purposes for which the meeting is called. Nothing contained in this Section 2.10 shall be deemed or otherwise construed to limit any lawful authority of the chairman of a meeting to adjourn the meeting.
     2.11 CONDUCT OF THE MEETING. At any meeting of shareholders, the chairman of the meeting shall be entitled to establish the rules of order governing the conduct of business at the meeting.
     2.12 INSPECTORS OF ELECTION. The Corporation shall appoint one or more persons, each of whom may be an officer or employee of the Corporation, to act as an inspector at each meeting of shareholders. At each such meeting of shareholders, the inspector shall be responsible for (i) ascertaining the number of shares outstanding and the voting power of each; (ii) determining the shares represents at such meeting; (iii) determining the validity of proxies and ballots; (iv) counting all votes; (v) determining the result of all votes; and (vi) making a written report of his or her determinations. In addition, such inspector shall take and sign an oath to execute faithfully his or her duties with strict impartiality and according to the best of his or her ability.
     2.13 ACTION OF SHAREHOLDERS WITHOUT A MEETING. Action required or permitted to be taken at a meeting of shareholders may be taken without a meeting if the action is taken by all shareholders entitled to vote on the action or, if permitted by the Articles of Incorporation, by persons who would be entitled to vote at a meeting shares having voting power to cast the requisite number of votes (or numbers, in the case of voting by groups) that would be necessary to authorize or take the action at a meeting at which all shareholders entitled to vote were present and voted. The action must be evidenced by one or more written consents describing the action taken, signed by shareholders entitled to take action without a meeting, and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. Such consents shall be executed by shareholders sufficient to act by written consent and received by the Corporation within sixty days of the date upon which such consent is dated. Where required by Section 14-2-704 or other applicable provision of the Code, the Corporation shall provide shareholders with written notice of actions taken without a meeting.
     2.14 MATTERS CONSIDERED AT ANNUAL MEETINGS. Notwithstanding anything to the contrary in these Bylaws, the only business that may be conducted at an annual meeting of shareholders shall be business brought before the meeting (a) by or at the direction of the Board of Directors prior to the meeting, (b) by or at the direction of the Chairman of the Board, the Chief Executive Officer or the President, or (c) by a shareholder of the Corporation who is entitled to vote with respect to the business and who complies with the notice procedures set forth in this Section 2.14. For business to be brought properly before an annual meeting by a shareholder, the shareholder must have given timely notice of the business in writing to the Secretary of the Corporation. To be timely, a shareholder’s notice must be delivered or mailed to
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and received at the principal offices of the Corporation, not less than 60 days before the date of the meeting at which the director(s) are to be elected or the proposal is to be considered; however, if less than 70 days notice or prior public disclosure of the date of the scheduled meeting is given or made, notice by the shareholder, to be timely, must be delivered or received not later than the close of business on the tenth day following the earlier of the day on which notice of the date of the meeting is mailed to shareholders or public disclosure of the date of such meeting is made. A shareholder’s notice to the Secretary shall set forth a brief description of each matter of business the shareholder proposes to bring before the meeting and the reasons for conducting that business at the meeting; the name, as it appears on the Corporation’s books, and address of the shareholder proposing the business; the series or class and number of shares of the Corporation’s capital stock that are beneficially owned by the shareholder; and any material interest of the shareholder in the proposed business. The chairman of the meeting shall have the discretion to declare to the meeting that any business proposed by a shareholder to be considered at the meeting is out of order and that such business shall not be transacted at the meeting if (i) the chairman concludes that the matter has been proposed in a manner inconsistent with this Section 2.14 or (ii) the chairman concludes that the subject matter of the proposed business is inappropriate for consideration by the shareholders at the meeting.
ARTICLE THREE
BOARD OF DIRECTORS
     3.1 GENERAL POWERS. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed by, the Board of Directors, subject to any limitation set forth in the Articles of Incorporation, in bylaws approved by the shareholders, or in agreements among all the shareholders that are otherwise lawful.
     3.2 NUMBER, ELECTION AND TERM OF OFFICE. The number of directors of the Corporation shall be fixed by resolution of the Board of Directors or of the shareholders from time to time and, until otherwise determined, shall be two; provided, however, that no decrease in the number of directors shall have the effect of shortening the term of an incumbent director. Except as provided in the Articles of Incorporation, elsewhere in this Section 3.2 and in Section 3.4, the directors shall be elected at each annual meeting of shareholders, or at a special meeting of shareholders called for purposes that include the election of directors, by a plurality of the votes cast by the shares entitled to vote and present at the meeting. Despite the expiration of a director’s term, he or she shall continue to serve until his or her successor, if there is to be any, has been elected and has qualified.
     3.3 REMOVAL OF DIRECTORS. The entire Board of Directors or any individual director may be removed, with or without cause, by the shareholders, provided that Directors elected by a particular Voting Group may be removed only by the shareholders in that Voting Group. Removal action may be taken only at a shareholder’s meeting for which notice of the removal action has been given. A removed director’s successor, if any, may be elected at the same meeting to serve the unexpired term.
     3.4 VACANCIES. A vacancy occurring in the Board of Directors may be filled for the unexpired term, unless the shareholders have elected a successor, by the affirmative vote of a
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majority of the remaining directors, whether or not the remaining directors constitute a quorum; provided, however, that if the vacant office was held by a director elected by a particular Voting Group, only the holders of shares of that Voting Group or the remaining directors elected by that Voting Group shall be entitled to fill the vacancy; provided further, however, that if the vacant office was held by a director elected by a particular Voting Group and there is no remaining director elected by that Voting Group, the other remaining directors or director (elected by another Voting Group or Groups) may fill the vacancy during an interim period before the shareholders of the vacated director’s Voting Group act to fill the vacancy. A vacancy or vacancies in the Board of Directors may result from the death, resignation, disqualification, or removal of any director, or from an increase in the number of directors.
     3.5 COMPENSATION. Directors may receive such compensation for their services as directors as may be fixed by the Board of Directors from time to time. A director may also serve the Corporation in one or more capacities other than that of director and receive compensation for services rendered in those other capacities.
     3.6 COMMITTEES OF THE BOARD OF DIRECTORS. The Board of Directors may designate from among its members an executive committee or one or more other standing or ad hoc committees, each consisting of one or more directors, who serve at the pleasure of the Board of Directors. Subject to the limitations imposed by the Code, each committee shall (i) have the authority set forth in the resolution establishing the committee or in any other resolution of the Board of Directors specifying, enlarging, or limiting the authority of the committee and (ii) conduct itself in accordance with the mechanical requirements of this Article Three.
     3.7 QUALIFICATION OF DIRECTORS. No person elected to serve as a director of the Corporation shall assume office and begin serving unless and until duly qualified to serve, as determined by reference to the Code, the Articles of Incorporation, and any further eligibility requirements established in these Bylaws.
     3.8 CERTAIN NOMINATION REQUIREMENTS. No person may be nominated for election as a director at any annual or special meeting of shareholders unless (a) the nomination has been or is being made pursuant to a recommendation or approval of the Board of Directors of the Corporation or a properly constituted committee of the Board of Directors previously delegated authority to recommend or approve nominees for director; (b) the person is nominated by a shareholder of the Corporation who is entitled to vote for the election of the nominee at the subject meeting, and the nominating shareholder has furnished written notice to the Secretary of the Corporation, at the Corporation’s principal office, not less than 60 days before the date of the meeting at which the director(s) are to be elected or the proposal is to be considered; however, if less than 70 days notice or prior public disclosure of the date of the scheduled meeting is given or made, notice by the shareholder, to be timely, must be delivered or received not later than the close of business on the tenth day following the earlier of the day on which notice of the date of the meeting is mailed to shareholders or public disclosure of the date of such meeting is made and the notice (i) sets forth with respect to the person to be nominated his or her name, age, business and residence addresses, principal business or occupation during the past five years, any affiliation with or material interest in the Corporation or any transaction involving the Corporation, and any affiliation with or material interest in any person or entity having an interest materially adverse to the Corporation, and (ii) is accompanied by the sworn or certified
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statement of the shareholder that the nominee has consented to being nominated and that the shareholder believes the nominee will stand for election and will serve if elected; or (c) (i) the person is nominated to replace a person previously identified as a proposed nominee (in accordance with the provisions of subpart (b) of this Section 3.8) who has since become unable or unwilling to be nominated or to serve if elected, (ii) the shareholder who furnished such previous identification makes the replacement nomination and delivers to the Secretary of the Corporation (at the time of or prior to making the replacement nomination) an affidavit or other sworn statement affirming that the shareholder had no reason to believe the original nominee would be so unable or unwilling, and (iii) such shareholder also furnishes in writing to the Secretary of the Corporation (at the time of or prior to making the replacement nomination) the same type of information about the replacement nominee as required by subpart (b) of this Section 3.8 to have been furnished about the original nominee. The chairman of any meeting of shareholders at which one or more directors are to be elected, for good cause shown and with proper regard for the orderly conduct of business at the meeting, may waive in whole or in part the operation of this Section 3.8.
     3.9 RETIREMENT AGE. No nominee for director shall be eligible to serve as such if the nominee has attained age 72 or if the nominee’s 72nd birthday shall occur during the term of office for which the nominee is being nominated.
ARTICLE FOUR
MEETINGS OF THE BOARD OF DIRECTORS
     4.1 REGULAR MEETINGS. A regular meeting of the Board of Directors shall be held in conjunction with each annual meeting of shareholders. In addition, the Board of Directors may hold regular meetings at other times established by prior resolution.
     4.2 SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board, the Chief Executive Officer, the President, or any two directors in office at that time.
     4.3 PLACE OF MEETINGS. Directors may hold their meetings at any place in or outside the State of Georgia that the Board of Directors may establish from time to time.
     4.4 NOTICE OF MEETINGS. Directors need not be provided with notice of any regular meeting of the Board of Directors. Unless waived in accordance with Section 4.10, the Corporation shall give at least two days’ notice to each director of the date, time, and place of each special meeting. Notice of a meeting shall be deemed to have been given to any director in attendance at any prior meeting at which the date, time, and place of the subsequent meeting was announced.
     4.5 QUORUM. At meetings of the Board of Directors, the greater of (a) a majority of the directors then in office, or (b) one-third of the number of directors fixed in accordance with these Bylaws shall constitute a quorum for the transaction of business.
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     4.6 VOTE REQUIRED FOR ACTION. If a quorum is present when a vote is taken, the vote of a majority of the directors present at the time of the vote will be the act of the Board of Directors, unless the vote of a greater number is required by the Code, the Articles of Incorporation, or these Bylaws. A director who is present at a meeting of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless (a) he or she objects at the beginning of the meeting (or promptly upon his or her arrival) to holding the meeting or transacting business at it; (b) his or her dissent or abstention from the action taken is entered in the minutes of the meeting; or (c) he or she delivers written notice of dissent or abstention to the presiding officer of the meeting before its adjournment or to the Corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.
     4.7 PARTICIPATION BY CONFERENCE TELEPHONE. Members of the Board of Directors may participate in a meeting of the Board by means of conference telephone or similar communications equipment through which all persons participating may hear and speak to each other. Participation in a meeting pursuant to this Section 4.7 shall constitute presence in person at the meeting.
     4.8 ACTION BY DIRECTORS WITHOUT A MEETING. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if a written consent, describing the action taken, is signed by each director and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. The consent may be executed in counterpart, and shall have the same force and effect as a unanimous vote of the Board of Directors at a duly convened meeting.
     4.9 ADJOURNMENTS. A meeting of the Board of Directors, whether or not a quorum is present, may be adjourned by a majority of the directors present to reconvene at a specific time and place. It shall not be necessary to give notice to the directors of the reconvened meeting or of the business to be transacted, other than by announcement at the meeting that was adjourned, unless a quorum was not present at the meeting that was adjourned, in which case notice shall be given to directors in the same manner as for a special meeting. At any such reconvened meeting at which a quorum is present, any business may be transacted that could have been transacted at the meeting that was adjourned.
     4.10 WAIVER OF NOTICE. A director may waive any notice required by the Code, the Articles of Incorporation, or these Bylaws before or after the date and time of the matter to which the notice relates, by a written waiver signed by the director and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. Attendance by a director at a meeting shall constitute waiver of notice of the meeting, except where a director at the beginning of the meeting (or promptly upon his or her arrival) objects to holding the meeting or to transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
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ARTICLE FIVE
OFFICERS
     5.1 OFFICERS. The officers of the Corporation shall consist of a President, a Secretary, and a Treasurer, and may include a Chief Executive Officer separate from the President, each of whom shall be elected or appointed by the Board of Directors. The Board of Directors may also elect a Chairman of the Board from among its members, which may be upon election designated an officer of the Corporation or a non-executive Chairman of the Board. The Board of Directors from time to time may, or may authorize the Chief Executive Officer or the President to, create and establish other offices and the duties thereof and may, or may authorize the Chief Executive Officer or the President to, elect or appoint, or authorize specific senior officers to appoint, the persons who shall hold such other offices, including one or more Vice Presidents (including Executive Vice Presidents, Senior Vice Presidents, Assistant Vice Presidents, and the like), one or more Assistant Secretaries, and one or more Assistant Treasurers. Whether or not so provided by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President may appoint one or more Assistant Secretaries, and one or more Assistant Treasurers. Any two or more offices may be held by the same person.
     5.2 TERM. Each officer shall serve at the pleasure of the Board of Directors (or, if appointed by the Chief Executive Officer, the President, or a senior officer pursuant to this Article Five, at the pleasure of the Board of Directors, the Chief Executive Officer, the President, or the senior officer authorized to have appointed the officer) until his or her death, resignation, or removal, or until his or her replacement is elected or appointed in accordance with this Article Five.
     5.3 COMPENSATION. The compensation of all officers of the Corporation shall be fixed by the Board of Directors or by a committee or officer appointed by the Board of Directors. Officers may serve without compensation.
     5.4 REMOVAL. All officers (regardless of how elected or appointed) may be removed, with or without cause, by the Board of Directors, and any officer appointed by the Chief Executive Officer, the President, or another senior officer may also be removed, with or without cause, by the Chief Executive Officer, the President, or by any senior officer authorized to have appointed the officer to be removed. Removal will be without prejudice to the contract rights, if any, of the person removed, but shall be effective notwithstanding any damage claim that may result from infringement of such contract rights.
     5.5 CHAIRMAN OF THE BOARD. The Chairman of the Board (if there be one), whether an officer or a non-executive Chairman of the Board, shall preside at and serve as chairman of meetings of the shareholders and of the Board of Directors (unless another person is selected under Section 2.9 to act as chairman). The Chairman of the Board shall perform other duties and have other authority as may from time to time be delegated by the Board of Directors.
     5.6 CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall be charged with the general and active management of the Corporation, shall see that all orders and resolutions of the Board of Directors are carried into effect, shall have the authority to select and
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appoint employees and agents of the Corporation, and shall, in the absence or disability of the Chairman of the Board, perform the duties and exercise the powers of the Chairman of the Board. The Chief Executive Officer shall perform any other duties and have any other authority as may be delegated from time to time by the Board of Directors, and shall be subject to the limitations fixed from time to time by the Board of Directors.
     5.7 PRESIDENT. If there shall be no separate Chief Executive Officer of the Corporation, then the President shall be the chief executive officer of the Corporation and shall have all the duties and authority given under these Bylaws to the Chief Executive Officer. The President shall otherwise be the chief operating officer of the Corporation and shall, subject to the authority of the Chief Executive Officer, have responsibility for the conduct and general supervision of the business operations of the Corporation. The President shall perform such other duties and have such other authority as may from time to time be delegated by the Board of Directors or the Chief Executive Officer. In the absence or disability of the Chief Executive Officer, the President shall perform the duties and exercise the powers of the Chief Executive Officer.
     5.8 VICE PRESIDENTS. The Vice President (if there be one) shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, whether the duties and powers are specified in these Bylaws or otherwise. If the Corporation has more than one Vice President, the one designated by the Board of Directors or the Chief Executive Officer (in that order of precedence) shall act in the event of the absence or disability of the President. Vice Presidents shall perform any other duties and have any other authority as from time to time may be delegated by the Board of Directors, the Chief Executive Officer, or the President.
     5.9 SECRETARY. The Secretary shall be responsible for preparing minutes of the meetings of shareholders, directors, and committees of directors and for authenticating records of the Corporation. The Secretary or any Assistant Secretary shall have authority to give all notices required by law or these Bylaws. The Secretary shall be responsible for the custody of the corporate books, records, contracts, and other documents. The Secretary or any Assistant Secretary may affix the corporate seal to any lawfully executed documents requiring it, may attest to the signature of any officer of the Corporation, and shall sign any instrument that requires the Secretary’s signature. The Secretary or any Assistant Secretary shall perform any other duties and have any other authority as from time to time may be delegated by the Board of Directors, the Chief Executive Officer, or the President.
     5.10 TREASURER. Unless otherwise provided by the Board of Directors, the Treasurer shall be responsible for the custody of all funds and securities belonging to the Corporation and for the receipt, deposit, or disbursement of these funds and securities under the direction of the Board of Directors. The Treasurer shall cause full and true accounts of all receipts and disbursements to be maintained and shall make reports of these receipts and disbursements to the Board of Directors, the Chief Executive Officer and President upon request. The Treasurer or Assistant Treasurer shall perform any other duties and have any other authority as from time to time may be delegated by the Board of Directors, the Chief Executive Officer, or the President.
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ARTICLE SIX
DISTRIBUTIONS AND DIVIDENDS
     Unless the Articles of Incorporation provide otherwise, the Board of Directors, from time to time in its discretion, may authorize or declare distributions or share dividends in accordance with the Code.
ARTICLE SEVEN
SHARES
     7.1 SHARES. The Corporation may issue shares of the Corporation with or without certificates. All certificates representing shares of the Corporation shall be in such form as the Board of Directors from time to time may adopt in accordance with the Code. Share certificates, if any, shall be in registered form and shall indicate the date of issue, the name of the Corporation, that the Corporation is organized under the laws of the State of Georgia, the name of the shareholder, and the number and class of shares and designation of the series, if any, represented by the certificate. Each certificate shall be signed by the President or a Vice President (or in lieu thereof, by the Chairman of the Board or Chief Executive Officer, if there be one) and may be signed by the Secretary or an Assistant Secretary; provided, however, that where the certificate is signed (either manually or by facsimile) by a transfer agent, or registered by a registrar, the signatures of those officers may be facsimiles. Within a reasonable time after the issue or transfer of shares without certificates, the Corporation shall send the holder of such shares a written statement as prescribed by the Code.
     7.2 RIGHTS OF CORPORATION WITH RESPECT TO REGISTERED OWNERS. Prior to due presentation for transfer of registration of its shares, the Corporation may treat the registered owner of the shares (or the beneficial owner of the shares to the extent of any rights granted by a nominee certificate on file with the Corporation pursuant to any procedure that may be established by the Corporation in accordance with the Code) as the person exclusively entitled to vote the shares, to receive any dividend or other distribution with respect to the shares, and for all other purposes; and the Corporation shall not be bound to recognize any equitable or other claim to or interest in the shares on the part of any other person, whether or not it has express or other notice of such a claim or interest, except as otherwise provided by law.
     7.3 TRANSFERS OF SHARES. Transfers of shares shall be made upon the books of the Corporation kept by the Corporation or by the transfer agent designated to transfer the shares, only upon direction of the person named in the certificate, or, with respect to uncertificated shares, the registered owner of such shares, or by an attorney lawfully constituted in writing, and, if such shares are represented by a certificate or certificates, on surrender of the certificate or certificates for such shares properly endorsed, or for uncertificated shares, upon the presentation of proper evidence of authority to transfer by the record holder. Before any new certificate is issued or before any transfer of uncertificated shares is registered, any old certificate shall be surrendered for cancellation or, in the case of a certificate alleged to have been lost, stolen, or destroyed, the provisions of Section 7.5 of these Bylaws shall have been complied with.
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     7.4 DUTY OF CORPORATION TO REGISTER TRANSFER. Notwithstanding any of the provisions of Section 7.3 of these Bylaws, the Corporation is under a duty to register the transfer of its shares only if: (a) the share certificate, if any, is endorsed by the appropriate person or persons; (b) reasonable assurance is given that each required endorsement or other instruction is genuine and effective; (c) the Corporation has no duty to inquire into adverse claims or has discharged any such duty; (d) any applicable law relating to the collection of taxes has been complied with; (e) the transfer is in fact rightful or is to a bona fide purchaser; and (f) the transfer is in compliance with applicable provisions of any transfer restrictions of which the Corporation shall have notice.
     7.5 LOST, STOLEN, OR DESTROYED CERTIFICATES. Any person claiming a share certificate to be lost, stolen, or destroyed shall make an affidavit or affirmation of this claim in such a manner as the Corporation may require and shall, if the Corporation requires, give the Corporation a bond of indemnity in form and amount, and with one or more sureties satisfactory to the Corporation, as the Corporation may require, whereupon an appropriate new certificate (or uncertificated shares in lieu of a new certificate) may be issued in lieu of the one alleged to have been lost, stolen or destroyed.
     7.6 FIXING OF RECORD DATE. For the purpose of determining shareholders (a) entitled to notice of or to vote at any meeting of shareholders or, if necessary, any adjournment thereof, (b) entitled to receive payment of any distribution or dividend, or (c) for any other proper purpose, the Board of Directors may fix in advance a date as the record date. The record date may not be more than 70 days (and, in the case of a notice to shareholders of a shareholders’ meeting, not less than 10 days) prior to the date on which the particular action, requiring the determination of shareholders, is to be taken. A separate record date may be established for each Voting Group entitled to vote separately on a matter at a meeting. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting, unless the Board of Directors shall fix a new record date for the reconvened meeting, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.
     7.7 RECORD DATE IF NONE FIXED. If no record date is fixed as provided in Section 7.6, then the record date for any determination of shareholders that may be proper or required by law shall be, as appropriate, the date on which notice of a shareholders’ meeting is mailed, the date on which the Board of Directors adopts a resolution declaring a dividend or authorizing a distribution, or the date on which any other action is taken that requires a determination of shareholders.
ARTICLE EIGHT
INDEMNIFICATION
     8.1 INDEMNIFICATION OF DIRECTORS. The Corporation shall indemnify and hold harmless any director of the Corporation (an “Indemnified Person”) who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, whether formal or informal, including any action or suit by or in the right of the Corporation (for purposes of this Article
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Eight, collectively, a “Proceeding”) because he or she is or was a director, officer, employee, or agent of the Corporation, against any judgment, settlement, penalty, fine, or reasonable expenses (including, but not limited to, attorneys’ fees and disbursements, court costs, and expert witness fees) incurred with respect to the Proceeding (for purposes of this Article Eight, a “Liability”), provided, however, that no indemnification shall be made for: (a) any appropriation by a director, in violation of the director’s duties, of any business opportunity of the corporation; (b) any acts or omissions of a director that involve intentional misconduct or a knowing violation of law; (c) the types of liability set forth in Code Section 14-2-832; or (d) any transaction from which the director received an improper personal benefit.
     8.2 INDEMNIFICATION OF OTHERS. The Board of Directors shall have the power to cause the Corporation to provide to officers, employees, and agents of the Corporation all or any part of the right to indemnification permitted for such persons by appropriate provisions of the Code. Persons to be indemnified may be identified by position or name, and the right of indemnification may be different for each of the persons identified. Each officer, employee, or agent of the Corporation so identified shall be an “Indemnified Person” for purposes of the provisions of this Article Eight.
     8.3 OTHER ORGANIZATIONS. The Corporation shall provide to each director, and the Board of Directors shall have the power to cause the Corporation to provide to any officer, employee, or agent, of the Corporation who is or was serving at the Corporation’s request as a director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise all or any part of the right to indemnification and other rights of the type provided under Sections 8.1, 8.2, 8.4, and 8.10 of this Article Eight (subject to the conditions, limitations, and obligations specified in those Sections) permitted for such persons by appropriate provisions of the Code. Persons to be indemnified may be identified by position or name, and the right of indemnification may be different for each of the persons identified. Each person so identified shall be an “Indemnified Person” for purposes of the provisions of this Article Eight.
     8.4 ADVANCES. Expenses (including, but not limited to, attorneys’ fees and disbursements, court costs, and expert witness fees) incurred by an Indemnified Person in defending any Proceeding of the kind described in Sections 8.1 or 8.3, as to an Indemnified Person who is a director of the Corporation, or in Sections 8.2 or 8.3, as to other Indemnified Persons, if the Board of Directors has specified that advancement of expenses be made available to any such Indemnified Person, shall be paid by the Corporation in advance of the final disposition of such Proceeding as set forth herein. The Corporation shall promptly pay the amount of such expenses to the Indemnified Person, but in no event later than 10 days following the Indemnified Person’s delivery to the Corporation of a written request for an advance pursuant to this Section 8.4, together with a reasonable accounting of such expenses; provided, however, that the Indemnified Person shall furnish the Corporation a written affirmation of his or her good faith belief that he or she has met the applicable standard of conduct and a written undertaking and agreement to repay to the Corporation any advances made pursuant to this Section 8.4 if it shall be determined that the Indemnified Person is not entitled to be indemnified by the Corporation for such amounts. The Corporation may make the advances contemplated by this Section 8.4 regardless of the Indemnified Person’s financial ability to make repayment. Any
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advances and undertakings to repay pursuant to this Section 8.4 may be unsecured and interest-free.
     8.5 NON-EXCLUSIVITY. Subject to any applicable limitation imposed by the Code or the Articles of Incorporation, the indemnification and advancement of expenses provided by or granted pursuant to this Article Eight shall not be exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any provision of the Articles of Incorporation, or any Bylaw, resolution, or agreement specifically or in general terms approved or ratified by the affirmative vote of holders of a majority of the shares entitled to be voted thereon.
     8.6 INSURANCE. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or who, while serving in such a capacity, is also or was also serving at the request of the Corporation as a director, officer, trustee, partner, employee, or agent of any corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against any Liability that may be asserted against or incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article Eight.
     8.7 NOTICE. If the Corporation indemnifies or advances expenses to a director under any of Sections 14-2-851 through 14-2-854 of the Code in connection with a Proceeding by or in the right of the Corporation, the Corporation shall, to the extent required by Section 14-2-1621 or any other applicable provision of the Code, report the indemnification or advance in writing to the shareholders with or before the notice of the next shareholders’ meeting.
     8.8 SECURITY. The Corporation may designate certain of its assets as collateral, provide self-insurance, establish one or more indemnification trusts, or otherwise secure or facilitate its ability to meet its obligations under this Article Eight, or under any indemnification agreement or plan of indemnification adopted and entered into in accordance with the provisions of this Article Eight, as the Board of Directors deems appropriate.
     8.9 AMENDMENT. Any amendment to this Article Eight that limits or otherwise adversely affects the right of indemnification, advancement of expenses, or other rights of any Indemnified Person hereunder shall, as to such Indemnified Person, apply only to Proceedings based on actions, events, or omissions (collectively, “Post Amendment Events”) occurring after such amendment and after delivery of notice of such amendment to the Indemnified Person so affected. Any Indemnified Person shall, as to any Proceeding based on actions, events, or omissions occurring prior to the date of receipt of such notice, be entitled to the right of indemnification, advancement of expenses, and other rights under this Article Eight to the same extent as if such provisions had continued as part of the Bylaws of the Corporation without such amendment. This Section 8.9 cannot be altered, amended, or repealed in a manner effective as to any Indemnified Person (except as to Post Amendment Events) without the prior written consent of such Indemnified Person.
     8.10 AGREEMENTS. The provisions of this Article Eight shall be deemed to constitute an agreement between the Corporation and each Indemnified Person hereunder. In
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addition to the rights provided in this Article Eight, the Corporation shall have the power, upon authorization by the Board of Directors, to enter into an agreement or agreements providing to any Indemnified Person indemnification rights substantially similar to those provided in this Article Eight.
     8.11 CONTINUING BENEFITS. The rights of indemnification and advancement of expenses permitted or authorized by this Article Eight shall, unless otherwise provided when such rights are granted or conferred, continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.
     8.12 SUCCESSORS. For purposes of this Article Eight, the term “Corporation” shall include any corporation, joint venture, trust, partnership, or unincorporated business association that is the successor to all or substantially all of the business or assets of this Corporation, as a result of merger, consolidation, sale, liquidation, or otherwise, and any such successor shall be liable to the persons indemnified under this Article Eight on the same terms and conditions and to the same extent as this Corporation.
     8.13 SEVERABILITY. Each of the Sections of this Article Eight, and each of the clauses set forth herein, shall be deemed separate and independent, and should any part of any such Section or clause be declared invalid or unenforceable by any court of competent jurisdiction, such invalidity or unenforceability shall in no way render invalid or unenforceable any other part thereof or any separate Section or clause of this Article Eight that is not declared invalid or unenforceable.
     8.14 ADDITIONAL INDEMNIFICATION. In addition to the specific indemnification rights set forth herein, the Corporation shall indemnify each of its directors and such of its officers as have been designated by the Board of Directors to the full extent permitted by action of the Board of Directors without shareholder approval under the Code or other laws of the State of Georgia as in effect from time to time.
ARTICLE NINE
MISCELLANEOUS
     9.1 INSPECTION OF BOOKS AND RECORDS. The Board of Directors shall have the power to determine which accounts, books, and records of the Corporation shall be available for shareholders to inspect or copy, except for those books and records required by the Code to be made available upon compliance by a shareholder with applicable requirements, and shall have the power to fix reasonable rules and regulations (including confidentiality restrictions and procedures) not in conflict with applicable law for the inspection and copying of accounts, books, and records that by law or by determination of the Board of Directors are made available. Unless required by the Code or otherwise provided by the Board of Directors, a shareholder of the Corporation holding less than two percent of the total shares of the Corporation then outstanding shall have no right to inspect the books and records of the Corporation.
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     9.2 FISCAL YEAR. The Board of Directors is authorized to fix the fiscal year of the Corporation and to change the fiscal year from time to time as it deems appropriate.
     9.3 CORPORATE SEAL. The corporate seal will be in such form as the Board of Directors may from time to time determine. The Board of Directors may authorize the use of one or more facsimile forms of the corporate seal. The corporate seal need not be used unless its use is required by law, by these Bylaws, or by the Articles of Incorporation.
     9.4 ANNUAL STATEMENTS. Not later than four months after the close of each fiscal year, and in any case prior to the next annual meeting of shareholders, the Corporation shall prepare (a) a balance sheet showing in reasonable detail the financial condition of the Corporation as of the close of its fiscal year, and (b) a profit and loss statement showing the results of its operations during its fiscal year. Upon receipt of written request, the Corporation promptly shall mail to any shareholder of record a copy of the most recent such balance sheet and profit and loss statement, in such form and with such information as the Code may require.
     9.5 NOTICE. (a) Whenever these Bylaws require notice to be given to any shareholder or to any director, the notice may be given by mail, in person, by courier delivery, by telephone, or by telecopier, telegraph, or similar electronic means. Whenever notice is given to a shareholder or director by mail, the notice shall be sent by depositing the notice in a post office or letter box in a postage-prepaid, sealed envelope addressed to the shareholder or director at his or her address as it appears on the books of the Corporation. Any such written notice given by mail shall be effective: (i) if given to shareholders, at the time the same is deposited in the United States mail; and (ii) in all other cases, at the earliest of (x) when received or when delivered, properly addressed, to the addressee’s last known principal place of business or residence, (y) five days after its deposit in the mail, as evidenced by the postmark, if mailed with first-class postage prepaid and correctly addressed, or (z) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee. Whenever notice is given to a shareholder or director by any means other than mail, the notice shall be deemed given when received.
     (b) In calculating time periods for notice, when a period of time measured in days, weeks, months, years, or other measurement of time is prescribed for the exercise of any privilege or the discharge of any duty, the first day shall not be counted but the last day shall be counted.
ARTICLE TEN
AMENDMENTS
     Except as otherwise provided below or under the Code, the Board of Directors shall have the power to alter, amend, or repeal these Bylaws or adopt new Bylaws. Notwithstanding any other provision of these Bylaws, the Corporation’s Articles of Incorporation or law, neither Section 2.3, 2.14 or 3.8, nor Article Eight hereof nor this Article Ten may be amended or repealed except upon the affirmative vote of holders of at least a majority of the total number of votes of the then outstanding shares of capital stock of the Company that are entitled to vote generally in the election of directors, voting together as a single class. Any Bylaws adopted by
-16-

 
the Board of Directors may be altered, amended, or repealed, and new Bylaws adopted, by the shareholders. The shareholders may prescribe in adopting any Bylaw or Bylaws that the Bylaw or Bylaws so adopted shall not be altered, amended, or repealed by the Board of Directors.
-17-

Exhibit 99.1

For Immediate Release	 	 	 	 	
 	 	 	 	 	 	 	
 	 	Contact:	 	Dennis Story
Chief Financial Officer
Manhattan Associates, Inc.
678-597-7115
dstory@manh.com	 	Terrie O’Hanlon
Chief Marketing Officer
Manhattan Associates, Inc.
678-597-7120
tohanlon@manh.com	
Manhattan Associates Reports Third Quarter Results
Company posts Q3 Total Revenue of $74.0 Million, a 13.4% Increase over Q3 2009
ATLANTA — October 19, 2010 — Leading supply chain optimization provider Manhattan Associates, Inc. (NASDAQ: MANH) today reported third quarter 2010 non-GAAP adjusted diluted earnings per share of $0.32 compared to $0.43 in the third quarter of 2009, on license revenue of $12.1 million and total revenue of $74.0 million. GAAP diluted earnings per share was $0.28 compared to $0.50 in the prior year third quarter.
Year to date non-GAAP adjusted diluted earnings per share was $1.06 for the nine months ended September 30, 2010, compared to $0.65 for the nine months ended September 30, 2009. GAAP diluted earnings per share for the nine months ended September 30, 2010 was $0.96, compared to $0.47 for the nine months ended September 30, 2009.
Manhattan Associates President and CEO Pete Sinisgalli commented, “We posted a good third quarter across all metrics. License revenue, total revenue, earnings and cash flow were all solid. In addition, we continue to receive very positive feedback on our platform-based SCOPE suite of supply chain solutions, and that is reflected in our strong competitive win rate.”
THIRD QUARTER 2010 FINANCIAL SUMMARY:
 	•	 	Adjusted diluted earnings per share, a non-GAAP measure, was $0.32 in the third quarter of 2010, compared to $0.43 in the third quarter of 2009.	
 	 	 	 	
 	•	 	The Company reported GAAP diluted earnings per share of $0.28 in the third quarter of 2010, compared to $0.50 in the third quarter of 2009.	
 	 	 	 	
 	•	 	Consolidated revenue for the third quarter of 2010 was $74.0 million, compared to $65.3 million in the third quarter of 2009. License revenue was $12.1 million in the third quarter of 2010, compared to $11.4 million in the third quarter of 2009.	

 

 	•	 	Adjusted operating income, a non-GAAP measure, was $11.0 million in the third quarter of 2010, compared to $13.2 million in the third quarter of 2009.	
 	 	 	 	
 	•	 	GAAP operating income for the third quarter of 2010 was $9.6 million, compared to $11.1 million in the third quarter of 2009.	
 	 	 	 	
 	•	 	Cash flow from operations was $11.5 million in the third quarter of 2010, compared to $15.4 million in the third quarter of 2009. Days Sales Outstanding were 60 days at September 30, 2010, compared to 55 days at June 30, 2010.	
 	 	 	 	
 	•	 	Cash and investments on-hand at September 30, 2010 was $116.7 million, compared to $120.2 million at June 30, 2010.	
 	 	 	 	
 	•	 	The Company repurchased approximately 573,000 common shares under the share repurchase program authorized by the Board of Directors totaling $15.4 million at an average share price of $26.96 in the third quarter of 2010. In October 2010, Manhattan’s Board of Directors approved raising the Company’s share repurchase authority in Manhattan Associates outstanding common stock to a total of $25.0 million.	
NINE MONTH 2010 FINANCIAL SUMMARY:
 	•	 	Adjusted diluted earnings per share, a non-GAAP measure, was $1.06 for the nine months ended September 30, 2010, compared to $0.65 for the nine months ended September 30, 2009.	
 	 	 	 	
 	•	 	GAAP diluted earnings per share for the nine months ended September 30, 2010 was $0.96, compared to $0.47 for the nine months ended September 30, 2009.	
 	 	 	 	
 	•	 	Consolidated revenue for the nine months ended September 30, 2010 was $225.6 million, compared to $184.5 million for the nine months ended September 30, 2009. License revenue was $41.8 million for the nine months ended September 30, 2010, compared to $20.4 million in the nine months ended September 30, 2009.	
 	 	 	 	
 	•	 	Adjusted operating income, a non-GAAP measure, was $36.7 million for the nine months ended September 30, 2010, compared to $21.2 million for the nine months ended September 30, 2009.	
 	 	 	 	
 	•	 	GAAP operating income was $33.1 million for the nine months ended September 30, 2010, compared to $11.3 million for the nine months ended September 30, 2009. For the first nine months of 2010, operating income includes $1.2 million of recoveries of previously expensed sales tax associated with expiring sales tax audit statutes. Results	

 

 	 	 	for the first nine months of 2009 include restructuring charges of $3.9 million associated with the workforce reduction executed in the second quarter of 2009.	

 	•	 	For the nine months ended September 30, 2010, the Company repurchased approximately 2.0 million common shares under the share repurchase program authorized by the Board of Directors at an average share price of $27.22, for a total investment of $55.4 million.	
SALES ACHIEVEMENTS:
 	•	 	Recognized two contracts of $1.0 million or more in license revenue during the quarter.	
 	 	 	 	
 	•	 	Completed software license wins with new customers such as Baylor Trucking, Inc., Bodega Latina Corporation, Deli XL B.V., Epes Carriers, Inc., Hawaii Food Service Alliance LLC, Keppel Logistics Pte. Ltd., Petra Trading & Investment Company, Promate Electronic, Red Diamond, Inc., Tory Burch and Uhrenholt.	
 	 	 	 	
 	•	 	Expanded partnerships with existing customers such as CEVA Logistics U.S., Inc., Costa’s PTY Limited, Fantastic Holdings Limited, Fitness Quest, H.J. Heinz Company LP, IFC Global Logistics, Lenox Corporation, Limited Brands, Inc., Nature’s Best, O’Reilly Automotive, Inc., Performance Team Freight Systems, PT Multitrend Indo, Southern Wine & Spirits of America, Inc., Super Cheap Auto, United Natural Foods, Inc., Wakefern Food Corporation and Yankee Candle Company, Inc.	
CONFERENCE CALL
The Company’s conference call regarding its third quarter financial results will be held at 4:30 p.m. Eastern Time on Tuesday, October 19, 2010. 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 Web cast, please go to the Web site at least 15 minutes before the call to download and install any necessary audio software. For those who cannot listen to the live broadcast, a replay can be accessed shortly after the call by dialing +1.800.642.1687 in the U.S. and Canada, or +1.706.645.9291 outside the U.S., and entering the conference identification number 13356118 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 2010 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, 2010.
The non-GAAP adjusted operating income, adjusted net income and adjusted earnings per share measures exclude the impact of acquisition-related costs and the amortization thereof, the recapture of previously recognized sales tax expense, stock option expense, and restructuring charges — all net of income tax effects and unusual tax adjustments. A reconciliation of the Company’s GAAP financial measures to non-GAAP adjustments is included in the supplemental information attached to this release.
ABOUT MANHATTAN ASSOCIATES, INC.
Manhattan Associates continues to deliver on its 20-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. 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. Forward-looking statements contained in this press release include, among other statements, any statements expressing general optimism about the Company’s prospects for the balance of the fiscal year. Among the important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are: the global economic downturn; disruptions in credit markets; 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, 2009. 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,	 	
 	 	2010	 	 	2009	 	 	2010	 	 	2009	 	
 	 	(unaudited)	 	 	(unaudited)	 	
Revenue:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Software license	 	$	12,092	 	 	$	11,360	 	 	$	41,784	 	 	$	20,408	 	
Services	 	 	53,486	 	 	 	46,917	 	 	 	161,727	 	 	 	147,182	 	
Hardware and other	 	 	8,436	 	 	 	7,017	 	 	 	22,093	 	 	 	16,938	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Total revenue	 	 	74,014	 	 	 	65,294	 	 	 	225,604	 	 	 	184,528	 	
Costs and expenses:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cost of license	 	 	1,471	 	 	 	1,162	 	 	 	4,631	 	 	 	3,621	 	
Cost of services	 	 	24,661	 	 	 	19,697	 	 	 	73,631	 	 	 	64,173	 	
Cost of hardware and other	 	 	7,092	 	 	 	5,846	 	 	 	18,366	 	 	 	14,144	 	
Research and development	 	 	9,866	 	 	 	8,781	 	 	 	30,640	 	 	 	28,196	 	
Sales and marketing	 	 	10,329	 	 	 	8,626	 	 	 	32,870	 	 	 	27,731	 	
General and administrative	 	 	8,721	 	 	 	7,462	 	 	 	25,359	 	 	 	22,675	 	
Depreciation and amortization	 	 	2,262	 	 	 	2,665	 	 	 	6,995	 	 	 	8,840	 	
Restructuring charge	 	 	—	 	 	 	—	 	 	 	—	 	 	 	3,892	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Total costs and expenses	 	 	64,402	 	 	 	54,239	 	 	 	192,492	 	 	 	173,272	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating income	 	 	9,612	 	 	 	11,055	 	 	 	33,112	 	 	 	11,256	 	
Other (expense) income, net	 	 	(188	)	 	 	255	 	 	 	(382	)	 	 	(382	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Income before income taxes	 	 	9,424	 	 	 	11,310	 	 	 	32,730	 	 	 	10,874	 	
Income tax provision	 	 	3,192	 	 	 	327	 	 	 	11,114	 	 	 	185	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income	 	$	6,232	 	 	$	10,983	 	 	$	21,616	 	 	$	10,689	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic earnings per share	 	$	0.29	 	 	$	0.50	 	 	$	1.00	 	 	$	0.48	 	
Diluted earnings per share	 	$	0.28	 	 	$	0.50	 	 	$	0.96	 	 	$	0.47	 	
Weighted average number of shares:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic	 	 	21,248	 	 	 	22,116	 	 	 	21,638	 	 	 	22,483	 	
Diluted	 	 	22,051	 	 	 	22,175	 	 	 	22,456	 	 	 	22,529	 	

 
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,	 	
 	 	2010	 	 	2009	 	 	2010	 	 	2009	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating income	 	$	9,612	 	 	$	11,055	 	 	$	33,112	 	 	$	11,256	 	
Stock option expense (a)	 	 	853	 	 	 	1,369	 	 	 	2,932	 	 	 	3,779	 	
Purchase amortization (b)	 	 	571	 	 	 	741	 	 	 	1,848	 	 	 	2,223	 	
Restructuring charge (c)	 	 	—	 	 	 	—	 	 	 	—	 	 	 	3,892	 	
Sales tax recoveries (d)	 	 	—	 	 	 	—	 	 	 	(1,212	)	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Adjusted operating income (Non-GAAP)	 	$	11,036	 	 	$	13,165	 	 	$	36,680	 	 	$	21,150	 	

Income tax provision	 	$	3,192	 	 	$	327	 	 	$	11,114	 	 	$	185	 	
Stock option expense (a)	 	 	295	 	 	 	445	 	 	 	1,012	 	 	 	1,228	 	
Purchase amortization (b)	 	 	197	 	 	 	240	 	 	 	638	 	 	 	722	 	
Restructuring charge (c)	 	 	—	 	 	 	—	 	 	 	—	 	 	 	1,265	 	
Sales tax recoveries (d)	 	 	—	 	 	 	—	 	 	 	(418	)	 	 	—	 	
Unusual tax adjustments (e)	 	 	11	 	 	 	2,770	 	 	 	129	 	 	 	2,770	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Adjusted income tax provision (Non-GAAP)	 	$	3,695	 	 	$	3,782	 	 	$	12,475	 	 	$	6,170	 	

Net income	 	$	6,232	 	 	$	10,983	 	 	$	21,616	 	 	$	10,689	 	
Stock option expense (a)	 	 	558	 	 	 	924	 	 	 	1,920	 	 	 	2,551	 	
Purchase amortization (b)	 	 	374	 	 	 	501	 	 	 	1,210	 	 	 	1,501	 	
Restructuring charge (c)	 	 	—	 	 	 	—	 	 	 	—	 	 	 	2,627	 	
Sales tax recoveries (d)	 	 	—	 	 	 	—	 	 	 	(794	)	 	 	—	 	
Unusual tax adjustments (e)	 	 	(11	)	 	 	(2,770	)	 	 	(129	)	 	 	(2,770	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Adjusted net income (Non-GAAP)	 	$	7,153	 	 	$	9,638	 	 	$	23,823	 	 	$	14,598	 	

Diluted earnings per share	 	$	0.28	 	 	$	0.50	 	 	$	0.96	 	 	$	0.47	 	
Stock option expense (a)	 	 	0.03	 	 	 	0.04	 	 	 	0.09	 	 	 	0.11	 	
Purchase amortization (b)	 	 	0.02	 	 	 	0.02	 	 	 	0.05	 	 	 	0.07	 	
Restructuring charge (c)	 	 	—	 	 	 	—	 	 	 	—	 	 	 	0.12	 	
Sales tax recoveries (d)	 	 	—	 	 	 	—	 	 	 	(0.04	)	 	 	—	 	
Unusual tax adjustments (e)	 	 	—	 	 	 	(0.12	)	 	 	(0.01	)	 	 	(0.12	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Adjusted diluted earnings per share (Non-GAAP)	 	$	0.32	 	 	$	0.43	 	 	$	1.06	 	 	$	0.65	 	

Fully diluted shares	 	 	22,051	 	 	 	22,175	 	 	 	22,456	 	 	 	22,529	 	

(a)	 	Because stock option expense is determined in significant part by the trading price of our common stock and the volatility thereof, over which we have no direct control, the impact of such expense is not subject to effective management by us. Thus, we have excluded the impact of this expense from adjusted non-GAAP results. The stock option expense is included in the following GAAP operating expense lines for the three and nine months ended September 30, 2010 and 2009:	

 	 	Three Months Ended September 30,	 	 	Nine Months Ended September 30,	 	
 	 	2010	 	 	2009	 	 	2010	 	 	2009	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cost of services	 	$	122	 	 	$	155	 	 	$	390	 	 	$	476	 	
Research and development	 	 	137	 	 	 	208	 	 	 	459	 	 	 	679	 	
Sales and marketing	 	 	282	 	 	 	389	 	 	 	898	 	 	 	794	 	
General and administrative	 	 	312	 	 	 	617	 	 	 	1,185	 	 	 	1,830	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Total stock option expense	 	$	853	 	 	$	1,369	 	 	$	2,932	 	 	$	3,779	 	

 	 	 	
(b)	 	Adjustments represent purchased intangibles amortization from prior acquisitions. Such amortization is commonly excluded from GAAP net income by companies in our industry and we therefore exclude these amortization costs to provide more relevant and meaningful comparisons of our operating results to that of our competitors.	
 	 	 	
(c)	 	During the quarter ended June 30, 2009, we committed to and initiated plans to reduce our workforce by approximately 140 positions to realign our capacity based on the revised revenue outlook for 2009. As a result of this initiative, we recorded a restructuring charge of approximately $3.8 million in the second quarter of 2009. The restructuring charge primarily consisted of employee severance and outplacement services. We also recorded additional employee severance expense of $63,000 in the first quarter of 2009 related to the restructuring action taken in the fourth quarter of 2008. We do not believe that the restructuring charge is a common cost that resulted from normal operating activities. Consequently, we have excluded this charge from adjusted non-GAAP results.	
 	 	 	
(d)	 	Adjustment represents recoveries of previously recorded state sales tax resulting primarily from the expiration of the sales tax audit statutes in certain states. Because we have recognized the full potential amount of the sales tax expense in prior periods, any recovery of that expense resulting from the expiration of the statutes or the collection of tax from our customers would overstate the current period net income derived from our core operations as the recovery is not a result of any event occurring within our control during the current period. Thus, we have excluded these recoveries from adjusted non-GAAP results.	
 	 	 	
(e)	 	For the quarter ended September 30, 2010, the adjustment represents tax benefit from the disqualifying dispositions of incentive stock options that were previously expensed. As discussed above, we excluded stock option expense from adjusted non-GAAP results because it is determined in significant part by the trading price of our common stock and the volatility thereof, over which we have no direct control. Therefore, we also excluded the related tax benefit generated upon their disposition. For the quarter ended September 30, 2009, the majority of the adjustment represents release of income tax reserves resulting from expiration of tax audit statutes for U.S. federal income tax returns filed for 2005 and prior. Because we recorded the majority of the income tax reserves through retained earnings in conjunction with the adoption of ASC 740, Income Taxes, on January 1, 2007, the release of the reserves would overstate the current period net income derived from our core operations. For the quarter ended September 30, 2009, the reversal is partially offset by the establishment of $0.8 million in tax reserves associated with the treatment of currency gains under the Company’s transfer pricing policy with one of its foreign subsidiaries. We do not include this tax in our assessment of our operating performance as it does not relate to our core operations. Thus, we have excluded these tax adjustments from adjusted non-GAAP results.	

 
MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
 	 	 	 	 	 	 	 	 	
 	 	September 30,	 	 	 	 	
 	 	2010	 	 	December 31, 2009	 	
 	 	(unaudited)	 	 	 	 	 	
ASSETS	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Current Assets:	 	 	 	 	 	 	 	 	
Cash and cash equivalents	 	$	105,327	 	 	$	120,217	 	
Short term investments	 	 	8,916	 	 	 	—	 	
Accounts receivable, net of allowance of $6,370 and $4,943 in 2010 and 2009, respectively	 	 	48,587	 	 	 	37,945	 	
Deferred income taxes	 	 	5,426	 	 	 	5,745	 	
Income taxes receivable	 	 	180	 	 	 	—	 	
Prepaid expenses and other current assets	 	 	6,385	 	 	 	4,847	 	
 	 	 	 	 	 	 	
Total current assets	 	 	174,821	 	 	 	168,754	 	
 	 	 	 	 	 	 	 	 	
Property and equipment, net	 	 	15,033	 	 	 	15,759	 	
Long-term investments	 	 	2,432	 	 	 	2,797	 	
Goodwill, net	 	 	62,270	 	 	 	62,280	 	
Acquisition-related intangible assets, net	 	 	1,625	 	 	 	3,473	 	
Deferred income taxes	 	 	10,761	 	 	 	9,826	 	
Other assets	 	 	2,607	 	 	 	1,822	 	
 	 	 	 	 	 	 	
Total assets	 	$	269,549	 	 	$	264,711	 	

LIABILITIES AND SHAREHOLDERS’ EQUITY	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Current liabilities:	 	 	 	 	 	 	 	 	
Accounts payable	 	$	7,294	 	 	$	4,434	 	
Accrued compensation and benefits	 	 	19,701	 	 	 	12,855	 	
Accrued and other liabilities	 	 	14,590	 	 	 	15,430	 	
Deferred revenue	 	 	40,729	 	 	 	37,436	 	
Income taxes payable	 	 	—	 	 	 	796	 	
 	 	 	 	 	 	 	
Total current liabilities	 	 	82,314	 	 	 	70,951	 	
 	 	 	 	 	 	 	 	 	
Other non-current liabilities	 	 	10,434	 	 	 	10,395	 	
 	 	 	 	 	 	 	 	 	
Shareholders’ equity:	 	 	 	 	 	 	 	 	
Preferred stock, no par value; 20,000,000 shares authorized, no shares issued or outstanding in 2010 or 2009	 	 	—	 	 	 	—	 	
Common stock, $.01 par value; 100,000,000 shares authorized; 21,636,650 and 22,467,123 shares issued and outstanding at September 30, 2010 and December 31, 2009, respectively	 	 	216	 	 	 	225	 	
Additional paid-in capital	 	 	—	 	 	 	2,892	 	
Retained earnings	 	 	177,707	 	 	 	182,387	 	
Accumulated other comprehensive loss	 	 	(1,122	)	 	 	(2,139	)	
 	 	 	 	 	 	 	
Total shareholders’ equity	 	 	176,801	 	 	 	183,365	 	
 	 	 	 	 	 	 	
Total liabilities and shareholders’ equity	 	$	269,549	 	 	$	264,711	 	

 
MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
 	 	 	 	 	 	 	 	 	
 	 	Nine Months Ended September 30,	 	
 	 	2010	 	 	2009	 	
 	 	(unaudited)	 	
Operating activities:	 	 	 	 	 	 	 	 	
Net income	 	$	21,616	 	 	$	10,689	 	
Adjustments to reconcile net income to net cash provided by operating activities:	 	 	 	 	 	 	 	 	
Depreciation and amortization	 	 	6,995	 	 	 	8,840	 	
Stock compensation	 	 	7,707	 	 	 	6,312	 	
(Gain) loss on disposal of equipment	 	 	(2	)	 	 	125	 	
Tax benefit (deficiency) of stock awards exercised/vested	 	 	1,277	 	 	 	(1,080	)	
Excess tax benefits from stock based compensation	 	 	(354	)	 	 	(29	)	
Deferred income taxes	 	 	(529	)	 	 	412	 	
Unrealized foreign currency loss	 	 	343	 	 	 	585	 	
Changes in operating assets and liabilities:	 	 	 	 	 	 	 	 	
Accounts receivable, net	 	 	(10,624	)	 	 	22,789	 	
Other assets	 	 	(2,236	)	 	 	2,422	 	
Accounts payable, accrued and other liabilities	 	 	8,619	 	 	 	(9,959	)	
Income taxes	 	 	(748	)	 	 	(3,081	)	
Deferred revenue	 	 	3,297	 	 	 	898	 	
 	 	 	 	 	 	 	
Net cash provided by operating activities	 	 	35,361	 	 	 	38,923	 	

Investing activities:	 	 	 	 	 	 	 	 	
Purchase of property and equipment	 	 	(4,331	)	 	 	(1,726	)	
Net (purchases) maturities of investments	 	 	(8,439	)	 	 	88	 	
 	 	 	 	 	 	 	
Net cash used in investing activities	 	 	(12,770	)	 	 	(1,638	)	

Financing activities:	 	 	 	 	 	 	 	 	
Purchase of common stock	 	 	(56,562	)	 	 	(20,590	)	
Proceeds from issuance of common stock from options exercised	 	 	18,381	 	 	 	604	 	
Excess tax benefits from stock based compensation	 	 	354	 	 	 	29	 	
 	 	 	 	 	 	 	
Net cash used in financing activities	 	 	(37,827	)	 	 	(19,957	)	

Foreign currency impact on cash	 	 	346	 	 	 	155	 	

Net change in cash and cash equivalents	 	 	(14,890	)	 	 	17,483	 	
Cash and cash equivalents at beginning of period	 	 	120,217	 	 	 	85,739	 	
 	 	 	 	 	 	 	
Cash and cash equivalents at end of period	 	$	105,327	 	 	$	103,222	 	

 
MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES
SUPPLEMENTAL INFORMATION
1.	 	GAAP and Adjusted earnings (loss) per share by quarter are as follows:	

 	 	2009	 	 	2010	 	
 	 	1st Qtr	 	 	2nd Qtr	 	 	3rd Qtr	 	 	4th Qtr	 	 	Full Year	 	 	1st Qtr	 	 	2nd Qtr	 	 	3rd Qtr	 	 	YTD	 	
GAAP Diluted earnings (loss) per share	 	$	0.01	 	 	$	(0.02	)	 	$	0.50	 	 	$	0.26	 	 	$	0.73	 	 	$	0.32	 	 	$	0.36	 	 	$	0.28	 	 	$	0.96	 	
Adjustments to GAAP:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Stock option expense	 	 	0.04	 	 	 	0.03	 	 	 	0.04	 	 	 	0.04	 	 	 	0.15	 	 	 	0.03	 	 	 	0.03	 	 	 	0.03	 	 	 	0.09	 	
Purchase amortization	 	 	0.02	 	 	 	0.02	 	 	 	0.02	 	 	 	0.02	 	 	 	0.09	 	 	 	0.02	 	 	 	0.02	 	 	 	0.02	 	 	 	0.05	 	
Restructuring charge	 	 	—	 	 	 	0.12	 	 	 	—	 	 	 	—	 	 	 	0.11	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	
Sales tax recoveries	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(0.01	)	 	 	(0.02	)	 	 	—	 	 	 	(0.04	)	
Unusual tax adjustments	 	 	—	 	 	 	—	 	 	 	(0.12	)	 	 	—	 	 	 	(0.12	)	 	 	—	 	 	 	(0.01	)	 	 	—	 	 	 	(0.01	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Adjusted Diluted earnings per share	 	$	0.07	 	 	$	0.14	 	 	$	0.43	 	 	$	0.31	 	 	$	0.96	 	 	$	0.36	 	 	$	0.38	 	 	$	0.32	 	 	$	1.06	 	

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

 	 	2009	 	 	2010	 	
 	 	1st Qtr	 	 	2nd Qtr	 	 	3rd Qtr	 	 	4th Qtr	 	 	Full Year	 	 	1st Qtr	 	 	2nd Qtr	 	 	3rd Qtr	 	 	YTD	 	
Revenue:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Americas	 	$	50,827	 	 	$	47,372	 	 	$	55,626	 	 	$	52,733	 	 	$	206,558	 	 	$	61,889	 	 	$	64,875	 	 	$	62,555	 	 	$	189,319	 	
EMEA	 	 	7,030	 	 	 	7,818	 	 	 	6,527	 	 	 	6,650	 	 	 	28,025	 	 	 	7,989	 	 	 	8,587	 	 	 	8,266	 	 	 	24,842	 	
APAC	 	 	2,968	 	 	 	3,219	 	 	 	3,141	 	 	 	2,756	 	 	 	12,084	 	 	 	4,071	 	 	 	4,179	 	 	 	3,193	 	 	 	11,443	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	$	60,825	 	 	$	58,409	 	 	$	65,294	 	 	$	62,139	 	 	$	246,667	 	 	$	73,949	 	 	$	77,641	 	 	$	74,014	 	 	$	225,604	 	

GAAP Operating Income (Loss):	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Americas	 	$	260	 	 	$	(407	)	 	$	10,736	 	 	$	10,859	 	 	$	21,448	 	 	$	10,333	 	 	$	9,836	 	 	$	8,121	 	 	$	28,290	 	
EMEA	 	 	738	 	 	 	1,124	 	 	 	20	 	 	 	(789	)	 	 	1,093	 	 	 	418	 	 	 	1,530	 	 	 	1,214	 	 	 	3,162	 	
APAC	 	 	(371	)	 	 	(1,143	)	 	 	299	 	 	 	(184	)	 	 	(1,399	)	 	 	732	 	 	 	651	 	 	 	277	 	 	 	1,660	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	$	627	 	 	$	(426	)	 	$	11,055	 	 	$	9,886	 	 	$	21,142	 	 	$	11,483	 	 	$	12,017	 	 	$	9,612	 	 	$	33,112	 	

Adjustments (pre-tax):	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Americas:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Stock option expense	 	$	1,400	 	 	$	1,010	 	 	$	1,369	 	 	$	1,374	 	 	$	5,153	 	 	$	1,178	 	 	$	901	 	 	$	853	 	 	$	2,932	 	
Purchase amortization	 	 	741	 	 	 	741	 	 	 	741	 	 	 	741	 	 	 	2,964	 	 	 	638	 	 	 	639	 	 	 	571	 	 	 	1,848	 	
Restructuring charge	 	 	59	 	 	 	2,960	 	 	 	—	 	 	 	—	 	 	 	3,019	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	
Sales tax recoveries	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(420	)	 	 	(792	)	 	 	—	 	 	 	(1,212	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	$	2,200	 	 	$	4,711	 	 	$	2,110	 	 	$	2,115	 	 	$	11,136	 	 	$	1,396	 	 	$	748	 	 	$	1,424	 	 	$	3,568	 	

EMEA:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Restructuring charge	 	$	—	 	 	$	20	 	 	$	—	 	 	$	—	 	 	$	20	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	$	—	 	 	$	20	 	 	$	—	 	 	$	—	 	 	$	20	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	

APAC:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Restructuring charge	 	$	4	 	 	$	849	 	 	$	—	 	 	$	(10	)	 	$	843	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	$	4	 	 	$	849	 	 	$	—	 	 	$	(10	)	 	$	843	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	

Total Adjustments	 	$	2,204	 	 	$	5,580	 	 	$	2,110	 	 	$	2,105	 	 	$	11,999	 	 	$	1,396	 	 	$	748	 	 	$	1,424	 	 	$	3,568	 	

Adjusted non-GAAP Operating Income (Loss):	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Americas	 	$	2,460	 	 	$	4,304	 	 	$	12,846	 	 	$	12,974	 	 	$	32,584	 	 	$	11,729	 	 	$	10,584	 	 	$	9,545	 	 	$	31,858	 	
EMEA	 	 	738	 	 	 	1,144	 	 	 	20	 	 	 	(789	)	 	 	1,113	 	 	 	418	 	 	 	1,530	 	 	 	1,214	 	 	 	3,162	 	
APAC	 	 	(367	)	 	 	(294	)	 	 	299	 	 	 	(194	)	 	 	(556	)	 	 	732	 	 	 	651	 	 	 	277	 	 	 	1,660	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	$	2,831	 	 	$	5,154	 	 	$	13,165	 	 	$	11,991	 	 	$	33,141	 	 	$	12,879	 	 	$	12,765	 	 	$	11,036	 	 	$	36,680	 	

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):	

 	 	2009	 	 	2010	 	
 	 	1st Qtr	 	 	2nd Qtr	 	 	3rd Qtr	 	 	4th Qtr	 	 	Full Year	 	 	1st Qtr	 	 	2nd Qtr	 	 	3rd Qtr	 	 	YTD	 	
Professional services	 	$	32,345	 	 	$	30,767	 	 	$	27,158	 	 	$	22,500	 	 	$	112,770	 	 	$	33,960	 	 	$	34,349	 	 	$	33,349	 	 	$	101,658	 	
Customer support and software enhancements	 	 	18,498	 	 	 	18,655	 	 	 	19,759	 	 	 	20,168	 	 	 	77,080	 	 	 	19,501	 	 	 	20,431	 	 	 	20,137	 	 	 	60,069	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total services revenue	 	$	50,843	 	 	$	49,422	 	 	$	46,917	 	 	$	42,668	 	 	$	189,850	 	 	$	53,461	 	 	$	54,780	 	 	$	53,486	 	 	$	161,727	 	

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

 	 	2009	 	 	2010	 	
 	 	1st Qtr	 	 	2nd Qtr	 	 	3rd Qtr	 	 	4th Qtr	 	 	Full Year	 	 	1st Qtr	 	 	2nd Qtr	 	 	3rd Qtr	 	 	YTD	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Hardware revenue	 	$	3,080	 	 	$	2,992	 	 	$	5,086	 	 	$	3,474	 	 	$	14,632	 	 	$	4,518	 	 	$	5,053	 	 	$	5,763	 	 	$	15,334	 	
Billed travel	 	 	1,980	 	 	 	1,869	 	 	 	1,931	 	 	 	1,719	 	 	 	7,499	 	 	 	1,763	 	 	 	2,323	 	 	 	2,673	 	 	 	6,759	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total hardware and other revenue	 	$	5,060	 	 	$	4,861	 	 	$	7,017	 	 	$	5,193	 	 	$	22,131	 	 	$	6,281	 	 	$	7,376	 	 	$	8,436	 	 	$	22,093	 	

 
MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES
SUPPLEMENTAL INFORMATION
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):	

 	 	2009	 	 	2010	 	
 	 	1st Qtr	 	 	2nd Qtr	 	 	3rd Qtr	 	 	4th Qtr	 	 	Full Year	 	 	1st Qtr	 	 	2nd Qtr	 	 	3rd Qtr	 	 	YTD	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Revenue	 	$	(2,387	)	 	$	(1,996	)	 	$	(764	)	 	$	876	 	 	$	(4,271	)	 	$	1,053	 	 	$	(72	)	 	$	(548	)	 	$	433	 	
Costs and expenses	 	 	(3,307	)	 	 	(2,560	)	 	 	(1,286	)	 	 	1,205	 	 	 	(5,948	)	 	 	1,346	 	 	 	235	 	 	 	(262	)	 	 	1,319	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating income	 	 	920	 	 	 	564	 	 	 	522	 	 	 	(329	)	 	 	1,677	 	 	 	(293	)	 	 	(307	)	 	 	(286	)	 	 	(886	)	
Foreign currency gains (losses) in other income	 	 	(366	)	 	 	(506	)	 	 	294	 	 	 	(427	)	 	 	(1,005	)	 	 	(415	)	 	 	187	 	 	 	(436	)	 	 	(664	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	$	554	 	 	$	58	 	 	$	816	 	 	$	(756	)	 	$	672	 	 	$	(708	)	 	$	(120	)	 	$	(722	)	 	$	(1,550	)	

 	 	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):	

 	 	2009	 	 	2010	 	
 	 	1st Qtr	 	 	2nd Qtr	 	 	3rd Qtr	 	 	4th Qtr	 	 	Full Year	 	 	1st Qtr	 	 	2nd Qtr	 	 	3rd Qtr	 	 	YTD	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating income	 	$	1,129	 	 	$	800	 	 	$	458	 	 	 	(249	)	 	$	2,138	 	 	$	(395	)	 	$	(340	)	 	$	(180	)	 	$	(915	)	
Foreign currency gains (losses) in other income	 	 	336	 	 	 	(367	)	 	 	2	 	 	 	(276	)	 	 	(305	)	 	 	(289	)	 	 	245	 	 	 	(302	)	 	 	(346	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total impact of changes in the Indian Rupee	 	$	1,465	 	 	$	433	 	 	$	460	 	 	$	(525	)	 	$	1,833	 	 	$	(684	)	 	$	(95	)	 	$	(482	)	 	$	(1,261	)	

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

 	 	2009	 	 	2010	 	
 	 	1st Qtr	 	 	2nd Qtr	 	 	3rd Qtr	 	 	4th Qtr	 	 	Full Year	 	 	1st Qtr	 	 	2nd Qtr	 	 	3rd Qtr	 	 	YTD	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest income	 	$	137	 	 	$	95	 	 	$	71	 	 	$	65	 	 	$	368	 	 	$	80	 	 	$	109	 	 	$	252	 	 	$	441	 	
Foreign currency (losses) gains	 	 	(366	)	 	 	(506	)	 	 	294	 	 	 	(427	)	 	 	(1,005	)	 	 	(415	)	 	 	187	 	 	 	(436	)	 	 	(664	)	
Other non-operating (expense) income	 	 	(4	)	 	 	7	 	 	 	(110	)	 	 	(12	)	 	 	(119	)	 	 	(163	)	 	 	8	 	 	 	(4	)	 	 	(159	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total other (expense) income	 	$	(233	)	 	$	(404	)	 	$	255	 	 	$	(374	)	 	$	(756	)	 	$	(498	)	 	$	304	 	 	$	(188	)	 	$	(382	)	

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

 	 	2009	 	 	2010	 	
 	 	1st Qtr	 	 	2nd Qtr	 	 	3rd Qtr	 	 	4th Qtr	 	 	Full Year	 	 	1st Qtr	 	 	2nd Qtr	 	 	3rd Qtr	 	 	YTD	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Capital expenditures	 	$	873	 	 	$	487	 	 	$	366	 	 	$	652	 	 	$	2,378	 	 	$	1,177	 	 	$	1,529	 	 	$	1,625	 	 	$	4,331	 	

8.	 	Stock Repurchase Activity	
 	 	 	
 	 	During the nine months ended September 30, 2010, under the share repurchase program authorized by the Board of Directors, we repurchased approximately 2.0 million shares of common stock totaling $55.4 million at an average price of $27.22. In 2009, we repurchased approximately 1.4 million shares of common stock totaling $22.8 million at an average price of $16.63.	
 	 	 	
9.	 	Effective Tax Rate Reconciliation for GAAP and Adjusted Results (in thousands except tax rate and per share data):	

 	 	Three Months Ended September 30, 2010	 	 	Nine Months Ended September 30, 2010	 	
 	 	Income	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Income	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	before	 	 	Income tax	 	 	 	 	 	 	 	 	 	 	Effective	 	 	before	 	 	Income tax	 	 	 	 	 	 	 	 	 	 	Effective	 	
 	 	income taxes	 	 	provision	 	 	Net income	 	 	Diluted EPS	 	 	Tax Rate	 	 	income taxes	 	 	provision	 	 	Net income	 	 	Diluted EPS	 	 	Tax Rate	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
GAAP results before tax adjustments	 	$	9,424	 	 	$	3,252	 	 	$	6,172	 	 	$	0.28	 	 	 	34.5	%	 	$	32,730	 	 	$	11,292	 	 	$	21,438	 	 	$	0.95	 	 	 	34.5	%	
Provision to return adjustments (a)	 	 	—	 	 	 	(147	)	 	 	147	 	 	 	0.01	 	 	 	 	 	 	 	—	 	 	 	(147	)	 	 	147	 	 	 	0.01	 	 	 	 	 	
Income tax reserve adjustments (b)	 	 	—	 	 	 	98	 	 	 	(98	)	 	 	—	 	 	 	 	 	 	 	—	 	 	 	98	 	 	 	(98	)	 	 	—	 	 	 	 	 	
Disqualifying dispositions of incentive stock options (c)	 	 	—	 	 	 	(11	)	 	 	11	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	(129	)	 	 	129	 	 	 	0.01	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
GAAP results- reported	 	$	9,424	 	 	$	3,192	 	 	$	6,232	 	 	$	0.28	 	 	 	33.9	%	 	$	32,730	 	 	$	11,114	 	 	$	21,616	 	 	$	0.96	 	 	 	34.0	%	

Adjusted results before tax adjustments	 	$	10,848	 	 	$	3,744	 	 	$	7,104	 	 	$	0.32	 	 	 	34.5	%	 	$	36,298	 	 	$	12,524	 	 	$	23,774	 	 	$	1.06	 	 	 	34.5	%	
Provision to return adjustments (a)	 	 	—	 	 	 	(147	)	 	 	147	 	 	 	0.01	 	 	 	 	 	 	 	—	 	 	 	(147	)	 	 	147	 	 	 	0.01	 	 	 	 	 	
Income tax reserve adjustments (b)	 	 	—	 	 	 	98	 	 	 	(98	)	 	 	—	 	 	 	 	 	 	 	—	 	 	 	98	 	 	 	(98	)	 	 	—	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Adjusted results- reported	 	$	10,848	 	 	$	3,695	 	 	$	7,153	 	 	$	0.32	 	 	 	34.1	%	 	$	36,298	 	 	$	12,475	 	 	$	23,823	 	 	$	1.06	 	 	 	34.4	%	

 	 	 	
(a)  	 	Provision to return adjustments primarily include the true-up of the 2009 tax provision to the 2009 tax return filed in the third quarter of 2010.	
 	 	 	
(b)  	 	Adjustments include the establishment of income tax reserves for state audits, partially offset by the release of U.S. federal income tax reserves that were previously expensed. The release resulted from the expiration of tax audit statues for tax returns filed for 2006 and prior.	
 	 	 	
(c)	 	The adjustment represents a tax benefit from disqualifying dispositions of incentive stock options that were previously expensed.	

10.	 	For software company comparisons, we are providing a historical breakout of our restricted stock expense below. Research of U.S. publicly traded enterprise software companies’ disclosed operating results indicates the cost of restricted stock is typically excluded from Non-GAAP operating results. We currently include the cost of restricted stock in both our GAAP results and our Non-GAAP adjusted results. The cost of stock options is included in our GAAP results but is excluded from our Non-GAAP adjusted results (for stock option expense — see our Reconciliation of Selected GAAP to Non-GAAP Measures schedule). The impact of restricted stock expense on our GAAP and Adjusted Results is as follows (in thousands except per share amounts):	

 	 	2007	 	 	2008	 	 	2009	 	 	2010	 	
 	 	Full Year	 	 	Full Year	 	 	1st Qtr	 	 	2nd Qtr	 	 	3rd Qtr	 	 	4th Qtr	 	 	Full Year	 	 	1st Qtr	 	 	2nd Qtr	 	 	3rd Qtr	 	 	YTD	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cost of services	 	$	163	 	 	$	325	 	 	$	98	 	 	$	106	 	 	$	108	 	 	$	107	 	 	$	419	 	 	$	198	 	 	$	240	 	 	$	242	 	 	$	680	 	
Sales and marketing	 	 	567	 	 	 	954	 	 	 	267	 	 	 	146	 	 	 	254	 	 	 	258	 	 	 	925	 	 	 	378	 	 	 	438	 	 	 	442	 	 	 	1,258	 	
Research and development	 	 	245	 	 	 	474	 	 	 	134	 	 	 	42	 	 	 	125	 	 	 	125	 	 	 	426	 	 	 	206	 	 	 	250	 	 	 	262	 	 	 	718	 	
General and administrative	 	 	950	 	 	 	1,653	 	 	 	420	 	 	 	395	 	 	 	438	 	 	 	446	 	 	 	1,699	 	 	 	625	 	 	 	673	 	 	 	821	 	 	 	2,119	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total restricted stock expense	 	$	1,925	 	 	$	3,406	 	 	$	919	 	 	$	689	 	 	$	925	 	 	$	936	 	 	$	3,469	 	 	$	1,407	 	 	$	1,601	 	 	$	1,767	 	 	$	4,775	 	
Income tax provision	 	 	683	 	 	 	1,184	 	 	 	299	 	 	 	224	 	 	 	300	 	 	 	382	 	 	 	1,205	 	 	 	485	 	 	 	553	 	 	 	609	 	 	 	1,647	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income	 	$	1,242	 	 	$	2,222	 	 	$	620	 	 	$	465	 	 	$	625	 	 	$	554	 	 	$	2,264	 	 	$	922	 	 	$	1,048	 	 	$	1,158	 	 	$	3,128	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Diluted earnings per share	 	$	0.05	 	 	$	0.09	 	 	$	0.03	 	 	$	0.02	 	 	$	0.03	 	 	$	0.02	 	 	$	0.10	 	 	$	0.04	 	 	$	0.05	 	 	$	0.05	 	 	$	0.14	 	

 	 	In January of 2010, our Compensation Committee approved a change in Manhattan’s equity compensation grant strategy, with the objective to optimize our performance and retention strength while managing program share usage to improve long-term equity overhang. The new program eliminated stock option awards in favor of 100% restricted stock grants, of which 50% are service-based and 50% are performance-based for Plan participants.