MANHATTAN ASSOCIATES INC - Quarter Report: 2011 June (Form 10-Q)
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[Mark One]
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2011
OR
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 0-23999
MANHATTAN ASSOCIATES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Georgia | 58-2373424 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
2300 Windy Ridge Parkway, Suite 1000 | ||
Atlanta, Georgia | 30339 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants Telephone Number, Including Area Code: (770) 955-7070
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the Registrant was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the Registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). Yes
þ No o
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No þ
The number of shares of the Registrants class of capital stock outstanding as of July 26, 2011,
the latest practicable date, is as follows: 21,155,243 shares of common stock, $0.01 par value
per share.
MANHATTAN ASSOCIATES, INC.
FORM 10-Q
Quarter Ended June 30, 2011
FORM 10-Q
Quarter Ended June 30, 2011
TABLE OF CONTENTS
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Exhibit 31.1 | ||||||||
Exhibit 31.2 | ||||||||
Exhibit 32 | ||||||||
EX-101 INSTANCE DOCUMENT | ||||||||
EX-101 SCHEMA DOCUMENT | ||||||||
EX-101 CALCULATION LINKBASE DOCUMENT | ||||||||
EX-101 LABELS LINKBASE DOCUMENT | ||||||||
EX-101 PRESENTATION LINKBASE DOCUMENT |
2
Table of Contents
PART I
FINANCIAL INFORMATION
Item 1. | Financial Statements. |
MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
June 30, 2011 | December 31, 2010 | |||||||
(unaudited) | ||||||||
ASSETS |
||||||||
Current Assets: |
||||||||
Cash and cash equivalents |
$ | 103,400 | $ | 120,744 | ||||
Short term investments |
5,956 | 4,414 | ||||||
Accounts receivable, net of allowance of $5,094 and $5,711 in 2011 and 2010, respectively |
52,995 | 47,419 | ||||||
Deferred income taxes |
7,486 | 7,214 | ||||||
Income taxes receivable |
1,609 | 2,446 | ||||||
Prepaid expenses and other current assets |
6,979 | 6,743 | ||||||
Total current assets |
178,425 | 188,980 | ||||||
Property and equipment, net |
13,516 | 14,833 | ||||||
Long-term investments |
909 | 1,711 | ||||||
Goodwill, net |
62,281 | 62,265 | ||||||
Acquisition-related intangible assets, net |
309 | 1,186 | ||||||
Deferred income taxes |
9,204 | 8,816 | ||||||
Other assets |
3,118 | 2,673 | ||||||
Total assets |
$ | 267,762 | $ | 280,464 | ||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 8,927 | $ | 7,745 | ||||
Accrued compensation and benefits |
13,959 | 19,807 | ||||||
Accrued and other liabilities |
13,950 | 13,856 | ||||||
Deferred revenue |
50,335 | 44,974 | ||||||
Total current liabilities |
87,171 | 86,382 | ||||||
Other non-current liabilities |
9,888 | 10,282 | ||||||
Shareholders equity: |
||||||||
Preferred stock, no par value; 20,000,000 shares authorized, no shares issued or
outstanding in 2011 or 2010 |
| | ||||||
Common stock, $.01 par value; 100,000,000 shares authorized; 21,106,727 and 21,729,789
shares issued and outstanding at June 30, 2011 and December 31, 2010, respectively |
211 | 217 | ||||||
Additional paid-in capital |
| 487 | ||||||
Retained earnings |
171,371 | 184,152 | ||||||
Accumulated other comprehensive loss |
(879 | ) | (1,056 | ) | ||||
Total shareholders equity |
170,703 | 183,800 | ||||||
Total liabilities and shareholders equity |
$ | 267,762 | $ | 280,464 | ||||
See accompanying Notes to Condensed Consolidated Financial Statements.
3
Table of Contents
Item 1. | Financial Statements (continued) |
MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
(unaudited) | ||||||||||||||||
Revenue: |
||||||||||||||||
Software license |
$ | 16,347 | $ | 15,485 | $ | 24,109 | $ | 29,692 | ||||||||
Services |
63,774 | 54,780 | 119,852 | 108,241 | ||||||||||||
Hardware and other |
8,281 | 7,376 | 16,151 | 13,657 | ||||||||||||
Total revenue |
88,402 | 77,641 | 160,112 | 151,590 | ||||||||||||
Costs and expenses: |
||||||||||||||||
Cost of license |
1,824 | 1,611 | 3,063 | 3,160 | ||||||||||||
Cost of services |
27,462 | 24,906 | 52,420 | 48,970 | ||||||||||||
Cost of hardware and other |
6,457 | 6,205 | 12,757 | 11,274 | ||||||||||||
Research and development |
10,676 | 10,334 | 21,059 | 20,774 | ||||||||||||
Sales and marketing |
12,309 | 12,073 | 22,909 | 22,541 | ||||||||||||
General and administrative |
9,238 | 8,177 | 17,914 | 16,638 | ||||||||||||
Depreciation and amortization |
2,223 | 2,318 | 4,224 | 4,733 | ||||||||||||
Total costs and expenses |
70,189 | 65,624 | 134,346 | 128,090 | ||||||||||||
Operating income |
18,213 | 12,017 | 25,766 | 23,500 | ||||||||||||
Other income (loss), net |
334 | 304 | 352 | (194 | ) | |||||||||||
Income before income taxes |
18,547 | 12,321 | 26,118 | 23,306 | ||||||||||||
Income tax provision |
6,208 | 4,132 | 6,613 | 7,922 | ||||||||||||
Net income |
$ | 12,339 | $ | 8,189 | $ | 19,505 | $ | 15,384 | ||||||||
Basic earnings per share |
$ | 0.60 | $ | 0.38 | $ | 0.93 | $ | 0.70 | ||||||||
Diluted earnings per share |
$ | 0.57 | $ | 0.36 | $ | 0.89 | $ | 0.68 | ||||||||
Weighted average number of shares: |
||||||||||||||||
Basic |
20,696 | 21,718 | 20,861 | 21,837 | ||||||||||||
Diluted |
21,775 | 22,776 | 21,926 | 22,655 |
See accompanying Notes to Condensed Consolidated Financial Statements.
4
Table of Contents
Item 1. | Financial Statements (continued) |
MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Six Months Ended June 30, | ||||||||
2011 | 2010 | |||||||
(unaudited) | ||||||||
Operating activities: |
||||||||
Net income |
$ | 19,505 | $ | 15,384 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
Depreciation and amortization |
4,224 | 4,733 | ||||||
Stock compensation |
4,814 | 5,087 | ||||||
Loss (gain) on disposal of equipment |
12 | (6 | ) | |||||
Tax benefit of stock awards exercised/vested |
2,885 | 1,237 | ||||||
Excess tax benefits from stock based compensation |
(1,198 | ) | (342 | ) | ||||
Deferred income taxes |
(633 | ) | (25 | ) | ||||
Unrealized foreign currency (gain) loss |
(57 | ) | 24 | |||||
Changes in operating assets and liabilities: |
||||||||
Accounts receivable, net |
(5,198 | ) | (9,299 | ) | ||||
Other assets |
(623 | ) | (1,122 | ) | ||||
Accounts payable, accrued and other liabilities |
(5,347 | ) | 8,285 | |||||
Income taxes |
855 | (1,837 | ) | |||||
Deferred revenue |
4,886 | 1,743 | ||||||
Net cash provided by operating activities |
24,125 | 23,862 | ||||||
Investing activities: |
||||||||
Purchase of property and equipment |
(1,996 | ) | (2,706 | ) | ||||
Net (purchases) maturities of investments |
(723 | ) | 98 | |||||
Net cash used in investing activities |
(2,719 | ) | (2,608 | ) | ||||
Financing activities: |
||||||||
Purchase of common stock |
(65,996 | ) | (41,022 | ) | ||||
Proceeds from stock options exercised |
25,517 | 17,445 | ||||||
Excess tax benefits from stock based compensation |
1,198 | 342 | ||||||
Net cash used in financing activities |
(39,281 | ) | (23,235 | ) | ||||
Foreign currency impact on cash |
531 | (573 | ) | |||||
Net change in cash and cash equivalents |
(17,344 | ) | (2,554 | ) | ||||
Cash and cash equivalents at beginning of period |
120,744 | 120,217 | ||||||
Cash and cash equivalents at end of period |
$ | 103,400 | $ | 117,663 | ||||
See accompanying Notes to Condensed Consolidated Financial Statements.
5
Table of Contents
MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2011
(unaudited)
1. Basis of Presentation and Principles of Consolidation
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of Manhattan
Associates, Inc. and its subsidiaries (the Company) have been prepared in accordance with
accounting principles generally accepted in the United States for interim financial information
and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not
include all of the information and footnotes required for complete financial statements. In the
opinion of management, these condensed consolidated financial statements contain all normal
recurring adjustments considered necessary for a fair presentation of the Companys financial
position at June 30, 2011, the results of operations for the three and six months ended June 30,
2011 and 2010 and cash flows for the six months ended June 30, 2011 and 2010. The results for the
three and six months ended June 30, 2011 are not necessarily indicative of the results to be
expected for the full year. These statements should be read in conjunction with the Companys
audited consolidated financial statements and managements discussion and analysis included in the
Companys annual report on Form 10-K for the year ended December 31, 2010.
Principles of Consolidation
The accompanying condensed consolidated financial statements include the Companys accounts
and the accounts of its wholly-owned subsidiaries. All significant intercompany balances and
transactions have been eliminated in consolidation.
2. Revenue Recognition
The Companys revenue consists of revenues from the licensing and hosting of software, fees
from implementation and training services (collectively, professional services), plus customer
support and software enhancements, and sales of hardware and other revenues (other revenues
consists of reimbursements of out-of-pocket expenses incurred in connection with its professional
services). All revenue is recognized net of any related sales taxes.
The Company recognizes license revenue when the following criteria are met: (1) a signed
contract is obtained; (2) delivery of the product has occurred; (3) the license fee is fixed or
determinable; and (4) collection is probable. Revenue recognition for software with
multiple-element arrangements requires recognition of revenue using the residual method when (a)
there is vendor-specific objective evidence of the fair values of all undelivered elements in a
multiple-element arrangement that is not accounted for using long-term contract accounting; (b)
vendor-specific objective evidence of fair value does not exist for one or more of the delivered
elements in the arrangement; and (c) all other applicable revenue-recognition criteria for
software revenue recognition, other than the requirement for vendor-specific objective evidence of
the fair value of each delivered element of the arrangement, are satisfied. For those contracts
that contain significant customization or modifications, license revenue is recognized using
contract accounting.
The Company allocates revenue to customer support and software enhancements and any other
undelivered elements of the arrangement based on vendor specific objective evidence, or VSOE, of
fair value of each element and such amounts are deferred until the applicable delivery criteria
and other revenue recognition criteria have been met. The balance of the revenue, net of any
discounts inherent in the arrangement, is recognized at the outset of the arrangement using the
residual method as the product licenses are delivered. If the Company cannot objectively determine
the fair value of each undelivered element based on the VSOE of fair value, the Company defers
revenue recognition until all elements are delivered, all services have been performed, or until
fair value can be objectively determined. The Company must apply judgment in determining all
elements of the arrangement and in determining the VSOE of fair value for each element,
considering the price charged for each product on a stand-alone basis or applicable renewal rates.
The accounting related to license revenue recognition in the software industry is complex and
affected by interpretations of the rules which are subject to change. Judgment is required in
assessing the probability of collection, which is generally based on evaluation of
customer-specific information, historical collection experience and economic market conditions.
If market conditions decline, or if the financial conditions of customers deteriorate, the Company
may be unable to determine that collectibility is probable, and the Company could be required to
defer the recognition of revenue until the Company receives customer payments.
6
Table of Contents
MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (continued)
June 30, 2011
(Unaudited)
Notes to Condensed Consolidated Financial Statements (continued)
June 30, 2011
(Unaudited)
The Companys services revenue consists of fees generated from professional services and
customer support and software enhancements related to the Companys software products. Fees from
professional services performed by the Company are generally billed on an hourly basis, and
revenue is recognized as the services are performed. Professional services are sometimes rendered
under agreements in which billings are limited to contractual maximums or based upon a fixed-fee
for portions of or all of the engagement. Revenue related to fixed-fee based contracts is
recognized on a proportional performance basis based on the hours incurred on discrete projects
within an overall services arrangement. Project losses are provided for in their entirety in the
period in which they become known. Revenue related to customer support services and software
enhancement is generally paid in advance and recognized ratably over the term of the agreement,
typically 12 months.
Hardware and other revenue is generated from the resale of a variety of hardware products,
developed and manufactured by third parties, that are integrated with and complementary to the
Companys software solutions. As part of a complete solution, the Companys customers
periodically purchase hardware from the Company in conjunction with the licensing of software.
These products include computer hardware, radio frequency terminal networks, radio frequency
identification (RFID) chip readers, bar code printers and scanners and other peripherals.
Hardware revenue is recognized upon shipment to the customer when title passes. The Company
generally purchases hardware from the Companys vendors only after receiving an order from a
customer. As a result, the Company does not maintain hardware inventory.
In accordance with the other presentation matters within the Revenue Recognition Topic of the
Financial Accounting Standards Boards (FASB) Accounting Standards Codification, the Company
recognizes amounts associated with reimbursements from customers for out-of-pocket expenses as
revenue. Such amounts have been classified as hardware and other revenue. The total amount of
expense reimbursement recorded to revenue was $2.7 million and $2.3 million for the three months
ended June 30, 2011 and 2010, respectively, and $5.1 million and $4.1 million for the six months
ended June 30, 2011 and 2010, respectively.
3. Fair Value Measurement
The Company measures its investments based on a fair value hierarchy disclosure framework that
prioritizes and ranks the level of market price observability used in measuring assets and
liabilities at fair value. Market price observability is affected by a number of factors, including
the type of asset or liability and their characteristics. This hierarchy prioritizes the inputs
into three broad levels as follows:
| Level 1Quoted prices in active markets for identical instruments. |
||
| Level 2Quoted prices for similar instruments in active markets; quoted prices for
identical or similar instruments in markets that are not active; and model-derived
valuations in which all significant inputs and significant value drivers are observable in
active markets. |
||
| Level 3Valuations derived from valuation techniques in which one or more significant
inputs or significant value drivers are unobservable. |
The Companys investments are categorized as available-for-sale securities and recorded at
fair market value. Investments with maturities of 90 days or less from the date of purchase are
classified as cash equivalents; investments with maturities of greater than 90 days from the date
of purchase but less than one year are generally classified as short-term investments; and
investments with maturities of greater than one year from the date of purchase are generally
classified as long-term investments. Unrealized holding gains and losses are reflected as a net
amount in a separate component of shareholders equity until realized. For the purposes of
computing realized gains and losses, cost is determined on a specific identification basis.
At June 30, 2011, the Companys cash, cash equivalent and short-term investments balance was
$72.1 million, $31.3 million and $6.0 million, respectively. Cash equivalents and short-term
investments primarily consist of highly liquid money market funds and certificates of deposit.
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MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (continued)
June 30, 2011
(Unaudited)
Notes to Condensed Consolidated Financial Statements (continued)
June 30, 2011
(Unaudited)
Prior to 2008, the Company invested in auction rate securities of which certain auctions
failed during 2008 and the underlying securities were not redeemed by the issuer. The Company
currently has two remaining auction rate security investments with a par value totaling $4.5
million. During 2008, the Company recorded an other-than-temporary
impairment charge of $3.5 million for the larger of the two investments. The Company reduced
the carrying value to zero due to credit downgrades of the underlying issuer and the bond insurer
as well as increasing publicly reported exposure to bankruptcy risk by the issuer. The second
auction rate security with a par value of $1.0 million held by the Company at June 30, 2011 was
issued by a state educational loan authority, is collateralized by federally insured student loans
and matures in 2037. At June 30, 2011, the carrying value of this investment is $0.9 million as
the Company has recorded temporary impairment charges against this investment prior to 2011. This
investment has a high credit rating, and the Company intends and has the ability to hold this
security until maturity or until redeemed. In determining the fair value of the auction rate
security, the Company considered the credit worthiness of the counterparty, estimates of interest
rates, expected holding periods, and the timing and value of expected future cash flows. Changes
in the assumptions underlying the Companys valuation could have a significant impact on the value
of this security, which may cause losses and potentially require the Company to record
other-than-temporary impairment charges on this investment in the future. The Company will
continue to evaluate the fair value of its auction rate security investment each reporting period
for a potential other-than-temporary impairment.
The Companys auction rate security is classified in the fair value hierarchy as Level 3 as
its valuation technique includes significant unobservable inputs. The Company uses quoted prices
from active markets which are classified at Level 1 as a highest level observable input in the
disclosure hierarchy framework for all other available-for-sale securities. The Company has no
investments classified at Level 2.
The following table set forth the assets carried at fair value measured on a recurring basis
at June 30, 2011 (in thousands):
Fair Value Measurements at June 30, 2011 Using | ||||||||||||||||
Significant Other | Significant | |||||||||||||||
Quoted Prices | Observable Inputs | Unobservable Inputs | ||||||||||||||
(Level 1) | (Level 2) | (Level 3) | Total | |||||||||||||
Money market funds |
$ | 29,665 | $ | | $ | | $ | 29,665 | ||||||||
Auction rate security |
| | 909 | 909 | ||||||||||||
Total available-for-sale securities |
$ | 29,665 | $ | | $ | 909 | $ | 30,574 | ||||||||
During the first half of 2011, the Companys valuation methodologies were consistent with
previous years, and there were no transfers into or out of Level 3 based on changes in observable
inputs.
4. Stock-Based Compensation
In January 2010 the Compensation Committee of the Board of Directors approved certain changes
to the Companys historical equity incentive grant practices, with the objective to optimize its
performance and retention strength while managing program share usage to improve long-term equity
overhang. The changes eliminate stock option awards in favor of 100% restricted stock grants,
which for the 2010 and 2011 awards contain vesting provisions that are 50% service-based and 50%
performance-based for employee awards and 100% service based for non-employee members of the Board
of Directors (Outside Directors). The equity compensation program change for employees was
effective January 2010 and for Outside Directors was effective May 2010. The employee awards have
a four year vesting period, with the performance portion tied to annual revenue and earnings per
share targets. The awards to Outside Directors have a one year vesting period.
The Company recorded stock option expense of $0.5 million and $0.9 million during the three
months ended June 30, 2011 and 2010, respectively, and $1.0 million and $2.1 million during the
six months ended June 30, 2011 and 2010, respectively. During the six months ended June 30, 2010
the Company granted options to purchase 17,500 shares of common stock. No stock options were
granted during 2011.
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MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (continued)
June 30, 2011
(Unaudited)
Notes to Condensed Consolidated Financial Statements (continued)
June 30, 2011
(Unaudited)
A summary of changes in outstanding options for the six months ended June 30, 2011 is as
follows:
Number of Options | ||||
Outstanding at December 31, 2010 |
3,846,262 | |||
Exercised |
(1,063,261 | ) | ||
Forfeited and expired |
(78,304 | ) | ||
Outstanding at June 30, 2011 |
2,704,697 | |||
The Company granted 30,088 shares and 37,485 shares of restricted stock during the three
months ended June 30, 2011 and 2010, respectively. The Company recorded restricted stock expense
of $1.9 million and $1.6 million during the three months ended June 30, 2011 and 2010,
respectively. During the six months ended June 30, 2011 and 2010, the Company granted 336,392
shares and 417,428 shares of restricted stock, respectively. The Company recorded restricted
stock expense of $3.8 million and $3.0 million during the six months ended June 30, 2011 and 2010,
respectively.
A summary of changes in unvested shares of restricted stock for the six months ended June 30,
2011 is as follows:
Number of Shares | ||||
Outstanding at December 31, 2010 |
658,146 | |||
Granted |
336,392 | |||
Vested |
(237,645 | ) | ||
Forfeited |
(49,457 | ) | ||
Outstanding at June 30, 2011 |
707,436 | |||
5. Income Taxes
The Companys effective tax rate was 33.5% for both quarters ended June 30, 2011 and 2010, and
25.3% and 34.0% for the first six months ended June 30, 2011 and 2010, respectively. The effective
tax rate for the six months of 2011 includes a $2.0 million tax benefit resulting from the
reduction of a valuation allowance associated with tax credit carryforwards and deferred tax assets
in India. The benefit is attributable to the elimination of the tax holiday for Indian companies
under the STPI Software Technology Park of India tax plan, based on the February 2011 budget
proposed by the India Finance Ministry, which eliminated uncertainty as to the Companys ability to
utilize tax assets previously reserved.
For the six month period ended June 30, 2011 there were no material changes to unrecognized
tax benefits or accrued interest and penalties related to uncertain tax positions. There has been
no change to the Companys policy that recognizes potential interest and penalties related to
uncertain tax positions within its global operations in income tax expense.
The Company conducts business globally and, as a result, files income tax returns in the
United States Federal jurisdiction and in many state and foreign jurisdictions. The Company is no
longer subject to US Federal or significant state, local or non-US jurisdiction income tax
examinations for the years before 2007. The Internal Revenue Service has commenced an examination
of the Companys U.S. Federal income tax return for 2008. It is anticipated that the examination
will be completed within the next six months.
6. Comprehensive Income
Comprehensive income includes net income, foreign currency translation adjustments and
unrealized gains and losses on investments that are excluded from net income and reflected in
shareholders equity.
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MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (continued)
June 30, 2011
(Unaudited)
Notes to Condensed Consolidated Financial Statements (continued)
June 30, 2011
(Unaudited)
The following table sets forth the calculation of comprehensive income for the three and six
months ended June 30, 2011 (in thousands):
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Net income |
$ | 12,339 | $ | 8,189 | $ | 19,505 | $ | 15,384 | ||||||||
Other comprehensive income (loss), net of tax: |
||||||||||||||||
Foreign currency translation adjustment |
62 | (739 | ) | 177 | (95 | ) | ||||||||||
Unrealized loss on investments |
| (107 | ) | | (107 | ) | ||||||||||
Other comprehensive income (loss) |
62 | (846 | ) | 177 | (202 | ) | ||||||||||
Comprehensive income |
$ | 12,401 | $ | 7,343 | $ | 19,682 | $ | 15,182 | ||||||||
7. Net Earnings Per Share
Basic net earnings per share is computed using net income divided by the weighted average
number of shares of common stock outstanding (Weighted Shares) for the period presented.
Diluted net earnings per share is computed using net income divided by the sum of Weighted Shares
and common equivalent shares (CESs) outstanding for each period presented using the treasury
stock method.
The following is a reconciliation of the net income and share amounts used in the computation
of basic and diluted net earnings per common share for the three and six months ended June 30,
2011 and 2011 (in thousands, except per share data):
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Net income |
$ | 12,339 | $ | 8,189 | $ | 19,505 | $ | 15,384 | ||||||||
Earnings per share: |
||||||||||||||||
Basic |
$ | 0.60 | $ | 0.38 | $ | 0.93 | $ | 0.70 | ||||||||
Effect of CESs |
(0.03 | ) | (0.02 | ) | (0.04 | ) | (0.02 | ) | ||||||||
Diluted |
$ | 0.57 | $ | 0.36 | $ | 0.89 | $ | 0.68 | ||||||||
Weighted average number of shares: |
||||||||||||||||
Basic |
20,696 | 21,718 | 20,861 | 21,837 | ||||||||||||
Effect of CESs |
1,079 | 1,058 | 1,065 | 818 | ||||||||||||
Diluted |
21,775 | 22,776 | 21,926 | 22,655 |
Weighted average shares issuable upon the exercise of stock options that were not
included in the calculation of diluted earnings per share were 2,750 shares and 949,508 shares for
the three months ended June 30, 2011 and 2010, respectively, and 28,000 shares and 2,245,599
shares for the six months ended June 30, 2011 and 2010, respectively. Such shares were not
included because they were anti-dilutive.
8. Contingencies
From time to time, the Company may be involved in litigation relating to claims arising out
of its ordinary course of business. Many of the Companys installations involve products that are
critical to the operations of its clients businesses. Any failure in a product could result in a
claim for substantial damages against the Company, regardless of its responsibility for such
failure. Although the Company attempts to limit contractually its liability for damages arising
from product failures or negligent acts or omissions, there can be no assurance that the
limitations of liability set forth in the Companys contracts will be enforceable in all
instances. The Company is not presently involved in any material litigation. However, it is
involved in various legal proceedings. The Company believes that any liability that may arise as
a result of these proceedings will not have a material adverse effect on its financial condition,
results of operations or cash flows. The Company expenses legal costs associated with loss
contingencies as such legal costs are incurred.
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MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (continued)
June 30, 2011
(Unaudited)
Notes to Condensed Consolidated Financial Statements (continued)
June 30, 2011
(Unaudited)
9. Operating Segments
The Company operates its business in three geographical segments: the Americas (North America
and Latin America), Europe, Middle East and Africa (EMEA) and Asia Pacific (APAC). The
information for the periods presented below reflects these segments. All segments derive revenue
from the sale and implementation of the Companys supply chain execution and planning solutions.
The individual products sold by the segments are similar in nature and are all designed to help
companies manage the effectiveness and efficiency of their supply chain. The Company uses the
same accounting policies for each operating segment. The Chief Executive Officer and Chief
Financial Officer evaluate performance based on revenue and operating results for each region.
The Americas segment charges royalty fees to the EMEA and APAC segments based on software
licenses sold by those operating segments. The royalties, which totaled approximately $1.0
million and $0.7 million for the three months ended June 30, 2011 and 2010, respectively, and $1.2
million and $1.4 million for the six months ended June 30, 2011 and 2010, respectively, are
included in cost of revenue in EMEA and APAC with a corresponding reduction in the Americas cost
of revenue. The revenues represented below are from external customers only. The
geographical-based costs consist of costs of personnel, direct sales and marketing expenses, and
general and administrative costs to support the business. There are certain corporate expenses
included in the Americas region that are not charged to the other segments, including research and
development, certain marketing and general and administrative costs that support the global
organization, and the amortization of acquired developed technology. Included in the Americas
costs are all research and development costs including the costs associated with the Companys
India operations.
The following table presents the revenues, expenses and operating income by reporting segment
for the three and six months ended June 30, 2011 and 2010 (in thousands):
Three Months Ended June 30, | ||||||||||||||||||||||||||||||||
2011 | 2010 | |||||||||||||||||||||||||||||||
Americas | EMEA | APAC | Consolidated | Americas | EMEA | APAC | Consolidated | |||||||||||||||||||||||||
Revenue: |
||||||||||||||||||||||||||||||||
License |
$ | 12,530 | $ | 2,910 | $ | 907 | $ | 16,347 | $ | 12,792 | $ | 1,428 | $ | 1,265 | $ | 15,485 | ||||||||||||||||
Services |
52,231 | 7,870 | 3,673 | 63,774 | 44,959 | 6,955 | 2,866 | 54,780 | ||||||||||||||||||||||||
Hardware and other |
7,873 | 295 | 113 | 8,281 | 7,124 | 204 | 48 | 7,376 | ||||||||||||||||||||||||
Total revenue |
72,634 | 11,075 | 4,693 | 88,402 | 64,875 | 8,587 | 4,179 | 77,641 | ||||||||||||||||||||||||
Costs and Expenses: |
||||||||||||||||||||||||||||||||
Cost of revenue |
27,448 | 5,707 | 2,588 | 35,743 | 26,064 | 4,542 | 2,116 | 32,722 | ||||||||||||||||||||||||
Operating expenses |
27,355 | 3,309 | 1,559 | 32,223 | 26,770 | 2,446 | 1,368 | 30,584 | ||||||||||||||||||||||||
Depreciation and amortization |
2,082 | 96 | 45 | 2,223 | 2,205 | 69 | 44 | 2,318 | ||||||||||||||||||||||||
Total costs and expenses |
56,885 | 9,112 | 4,192 | 70,189 | 55,039 | 7,057 | 3,528 | 65,624 | ||||||||||||||||||||||||
Operating income |
$ | 15,749 | $ | 1,963 | $ | 501 | $ | 18,213 | $ | 9,836 | $ | 1,530 | $ | 651 | $ | 12,017 | ||||||||||||||||
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MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (continued)
June 30, 2011
(Unaudited)
Notes to Condensed Consolidated Financial Statements (continued)
June 30, 2011
(Unaudited)
Six Months Ended June 30, | ||||||||||||||||||||||||||||||||
2011 | 2010 | |||||||||||||||||||||||||||||||
Americas | EMEA | APAC | Consolidated | Americas | EMEA | APAC | Consolidated | |||||||||||||||||||||||||
Revenue: |
||||||||||||||||||||||||||||||||
Software license |
$ | 19,379 | $ | 3,359 | $ | 1,371 | $ | 24,109 | $ | 23,899 | $ | 2,872 | $ | 2,921 | $ | 29,692 | ||||||||||||||||
Services |
98,028 | 15,532 | 6,292 | 119,852 | 89,734 | 13,267 | 5,240 | 108,241 | ||||||||||||||||||||||||
Hardware and other |
15,412 | 520 | 219 | 16,151 | 13,131 | 437 | 89 | 13,657 | ||||||||||||||||||||||||
Total revenue |
132,819 | 19,411 | 7,882 | 160,112 | 126,764 | 16,576 | 8,250 | 151,590 | ||||||||||||||||||||||||
Costs and Expenses: |
||||||||||||||||||||||||||||||||
Cost of revenue |
53,082 | 10,194 | 4,964 | 68,240 | 50,019 | 9,130 | 4,255 | 63,404 | ||||||||||||||||||||||||
Operating expenses |
52,953 | 6,162 | 2,767 | 61,882 | 52,105 | 5,324 | 2,524 | 59,953 | ||||||||||||||||||||||||
Depreciation and amortization |
3,948 | 183 | 93 | 4,224 | 4,471 | 174 | 88 | 4,733 | ||||||||||||||||||||||||
Total costs and expenses |
109,983 | 16,539 | 7,824 | 134,346 | 106,595 | 14,628 | 6,867 | 128,090 | ||||||||||||||||||||||||
Operating income |
$ | 22,836 | $ | 2,872 | $ | 58 | $ | 25,766 | $ | 20,169 | $ | 1,948 | $ | 1,383 | $ | 23,500 | ||||||||||||||||
The Companys services revenues, which consist of fees generated from professional
services and customer support and software enhancements related to its software products, for the
three and six months ended June 30, 2011 and 2010 are as follows (in thousands):
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Professional services |
$ | 42,150 | $ | 34,349 | $ | 77,334 | $ | 68,309 | ||||||||
Customer support and software enhancements |
21,624 | 20,431 | 42,518 | 39,932 | ||||||||||||
Total services revenue |
$ | 63,774 | $ | 54,780 | $ | 119,852 | $ | 108,241 | ||||||||
License revenues related to the Companys warehouse and non-warehouse product groups for
the three and six months ended June 30, 2011 and 2010 are as follows (in thousands):
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Warehouse |
$ | 10,090 | $ | 8,633 | $ | 15,460 | $ | 15,355 | ||||||||
Non-Warehouse |
6,257 | 6,852 | 8,649 | 14,337 | ||||||||||||
Total software license revenue |
$ | 16,347 | $ | 15,485 | $ | 24,109 | $ | 29,692 | ||||||||
10. New Accounting Pronouncements
In June 2011, the FASB issued an Accounting Standards Update on the presentation of
comprehensive income. This guidance requires the presentation of comprehensive income, the
components of net income and the components of other comprehensive income either in a single
continuous statement of comprehensive income or in two separate but consecutive statements. This
guidance also requires presentation of adjustments for items that are reclassified from other
comprehensive income to net income in the statement where the components of net income and the
components of other comprehensive income are presented. This guidance is effective for interim and
annual periods beginning after December 15, 2011. The adoption of this guidance will only impact
the presentation of the Companys financial statements.
12
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MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (continued)
June 30, 2011
(Unaudited)
Notes to Condensed Consolidated Financial Statements (continued)
June 30, 2011
(Unaudited)
In May 2011, the FASB issued an Accounting Standards Update on fair value measurements
that clarifies the application of existing guidance and disclosure requirements, changes certain
fair value measurement principles and requires additional disclosures about fair value
measurements. This guidance is effective for interim and annual periods beginning after December
15, 2011. The Company does not expect the adoption of this guidance to have a material impact on
its financial statements.
In January 2010, the FASB issued an Accounting Standard Update to improve disclosures about
fair value measurements. This guidance requires enhanced disclosures regarding transfers in and
out of the levels within the fair value hierarchy. Separate disclosures are required for
significant transfers in and out of Level 1 and 2 in the fair value hierarchy and the reasons for
the transfers. This guidance also requires disclosures relating to the reconciliation of fair
value measurements using significant unobservable inputs (Level 3) investments. The new
disclosures and clarifications of existing disclosures are effective for interim and annual
reporting periods beginning after December 15, 2009 except Level 3 reconciliation disclosures which
are effective for the fiscal years and interim periods beginning after December 15, 2010. The
Company adopted the enhanced disclosures for Level 1 and 2 in its first quarter of 2010 reporting,
which did not have a material impact on its financial statements. The Company also adopted the
enhanced disclosures for Level 3 reconciliation disclosures in its first quarter of 2011 reporting,
which also did not have a material impact on its financial statements.
Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations. |
Forward-Looking Statements
Certain statements contained in this filing are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, including but not limited to
statements related to plans for future business development activities, anticipated costs of
revenues, product mix and service revenues, research and development and selling, general and
administrative activities, and liquidity and capital needs and resources. When used in this
report, the words expect, anticipate, intend, plan, believe, seek, estimate, and
similar expressions are generally intended to identify forward-looking statements. You should not
place undue reliance on these forward-looking statements, which reflect our opinions only as of the
date of this quarterly report. Such forward-looking statements are subject to risks, uncertainties
and other factors that could cause actual results to differ materially from future results
expressed or implied by such forward-looking statements. For further information about these and
other factors that could affect our future results, please see Risk Factors in Item 1A of our
annual report on Form 10-K for the year ended December 31, 2010. Investors are cautioned that any
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. The following discussion should be read in conjunction with the
condensed consolidated financial statements for the three and six months ended June 30, 2011 and
2010, including the notes to those statements, included elsewhere in this quarterly report (the
Condensed Consolidated Financial Statements). We also recommend the following discussion be read
in conjunction with managements discussion and analysis and consolidated financial statements
included in our annual report on Form 10-K for the year ended December 31, 2010.
References in this filing to the Company, Manhattan, Manhattan Associates, we, our,
and us refer to Manhattan Associates, Inc., our predecessors, and our wholly-owned and
consolidated subsidiaries.
Business Overview
We are a leading developer and implementer of supply chain software solutions that help
organizations optimize their supply chain operations from planning through execution. Our
platform-based supply chain software solution portfolios Manhattan SCOPE® and
Manhattan SCALETM are designed to deliver both business agility and total cost of
ownership advantages to customers. Manhattan SCOPE (Supply Chain Optimization, Planning through
Execution) leverages our Supply Chain Process Platform (SCPP) to unify the full breadth of the
supply chain, while Manhattan
SCALE (Supply Chain Architected for Logistics Execution) leverages Microsofts .NET® platform to
unify logistics functions.
Early in the Companys history, our offerings were heavily focused on warehouse management
solutions. As the Company grew in size and scope, our offerings expanded across the entire supply
chain. As a result of the Companys
historical beginnings however, we still enjoy
significant presence in, and a relatively strong concentration of revenues from, warehouse
management solutions, which are a component of our distribution management solution suite.
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Our business model is singularly focused on the development and implementation of
complex supply chain software solutions that are designed to optimize supply chain effectiveness
and efficiency for our customers. We have three principal sources of revenue:
| license revenue generated from the sales of our supply chain software; |
| professional services derived from implementing our solutions along with customer support services and software enhancements (services); and |
| hardware sales and other revenue. |
In the three and six months ended June 30, 2011, we generated $88.4 million and $160.1 million
in total revenue, respectively, with a revenue mix of: license revenues 19%; services 72%; and
hardware and other revenue 9% for the three months ended
June 30, 2011 and license revenues 15%;
services 75%; and hardware and other revenue 10% for the six months ended June 30, 2011.
We manage our business based on three geographic regions: North America and Latin America
(Americas), Europe, Middle East and Africa (EMEA), and Asia Pacific (APAC). Geographic revenue is
based on the location of the sale. Our international revenue was approximately $25.2 million and
$44.7 million for the three and six months ended June 30, 2011, respectively, which represents
approximately 30% of our total revenue for both periods. International revenue includes all
revenue derived from sales to customers outside the United States. At June 30, 2011, we employed
approximately 2,020 employees worldwide, of which approximately 985 employees are based in the
Americas, approximately 145 employees in EMEA, and approximately 890 employees in APAC and India.
We have offices in Australia, China, France, India, Japan, the Netherlands, Singapore and the
United Kingdom, as well as representatives in Mexico and reseller partnerships in Latin America,
Eastern Europe, the Middle East, South Africa and Asia.
Global Economic Trends and Industry Factors
Global macro economic trends, technology spending and supply chain management market growth
are important barometers for our business. In the first half of 2011, approximately 70% of our
total revenue was generated in the United States, 10% in EMEA and the balance in APAC, Canada and
Latin America. In addition, industry analysts project that approximately two-thirds of every
supply chain software solutions dollar invested is spent in the United States; consequently, the
health of the U.S. economy has a meaningful impact on our financial results.
We sell technology-based solutions with total pricing, including software and services, in
many cases exceeding $1.0 million. Our software often is a part of a much larger capital
commitment associated with facility expansions and business improvements. We believe with
continued lingering uncertainty in the global macro environment, the current sales cycles for large
license deals, $1.0 million or greater, in our target markets have been extended, particularly in
the retail sector. The current business climate within the United States and geographic regions in
which we operate continues to affect customers and prospects decisions regarding timing of
strategic capital expenditures. The timing of closing deals can have a material adverse impact on
our business, and is likely to further intensify competition in our already highly competitive
markets.
In June 2011, the International Monetary Fund (IMF) provided a World Economic Outlook update,
which for the most part aligns with its previous 2011 world economic growth forecast from April
2011. The update observed that overall, the global economy expanded at an annualized rate of 4.3
percent in the first quarter, and forecasts for 201112 are broadly unchanged, with offsetting
changes across various economies. However, the update also noted greater-than-anticipated
weakness in U.S. activity and renewed financial volatility from concerns about the depth of fiscal
challenges in
the euro area periphery pose greater downside risks. Advanced economies, which represent our
primary revenue markets, are projected to expand sluggishly through 2011 and 2012 with annual
growth of approximately 2.5%.
In 2010, we recognized nine license deals greater than $1.0 million and view this as a
positive sign the economy is continuing to stabilize and customers and prospects are beginning to
more actively plan for supply chain investment. While our 2010 results signaled improving demand,
we experienced a second half 2010 and first quarter 2011 decrease in license deals closed over $1.0
million, due, we believe, to continued macro-economic uncertainty in the United States and Western
Europe. In the first half of 2011, we recognized five license deals greater than $1.0 million, of
which four were closed in the second quarter. While we are encouraged by our second quarter 2011
results and current potential supply chain investment activity in our target markets, we and our
customers still remain cautious regarding the pace of global economic recovery.
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Revenue
License revenue. License revenue, a leading indicator of our business, is primarily
derived from software license fees that customers pay for supply chain solutions. License revenue
totaled $16.3 million, or 19% of total revenue, with gross margins of 88.8% for the three months
ended June 30, 2011, and $24.1 million, or 15% of total revenue, with gross margins of 87.3% in the
six months ended June 30, 2011. Our typical license revenue percentage mix of new to existing
customers historically has approximated 50/50. However, for the three and six months ended June
30, 2011, the percentage mix was approximately 55/45 and 45/55 of new to existing customers,
respectively. We believe our current mix of new customer to existing customer license sales
continues to fluctuate with continuing global macro economic uncertainty and should return to
historical norm levels as the economic recovery strengthens.
License revenue growth is influenced by the strength of general economic and business
conditions and the competitive position of our software products. Our license revenue generally
has long sales cycles and the timing of the closing of a few large license transactions can have a
material impact on our quarterly license revenues, operating profit and earnings per share. For
example, $1.0 million of license revenue in the second quarter of 2011 equates to approximately
$0.03 of diluted earnings per share impact.
Our software solutions are singularly focused on the supply chain planning and execution
markets, which are intensely competitive, rapidly consolidating and characterized by rapid
technological change. We are a market leader in the supply chain management software solutions
market as defined by industry analysts such as AMR, ARC and Gartner. Our goal is to extend our
position as a leading global supply chain solutions provider by growing our license revenues faster
than our competitors. We expect to continue to face increased competition from Enterprise
Resource Planning (ERP) and Supply Chain Management applications vendors and business application
software vendors that may broaden their solution offerings by internally developing or by acquiring
or partnering with independent developers of supply chain planning and execution software.
Increased competition could result in price reductions, fewer customer orders, reduced gross
margins and loss of market share.
Services revenue. Our services business consists of professional services (consulting and
training) and customer support services and software enhancements. Services revenue totaled $63.8
million, or 72% of total revenue, with gross margins of 56.9% and $119.9 million, or 75% of total
revenue, with gross margins of 56.3% for the three and six months ended June 30, 2011,
respectively. Professional services accounted for approximately 65% of total services revenue and
approximately 50% of total revenue in the three and six months ended June 30, 2011, respectively.
When comparing our operating margins to other technology companies, our operating margin profile
can be lower due to our large services revenue mix as a percentage of total revenue. While we
believe our services margins are very strong, they do lower our overall operating margin as
services margins are lower than license revenue margins.
At June 30, 2011, our services business totaled approximately 1,085 employees, accounting for
approximately 55% of our total employees worldwide. Our professional services organization
provides our customers with expertise and assistance in planning and implementing our solutions.
To ensure a successful product implementation, consultants assist customers with the initial
installation of a system, the conversion and transfer of the customers historical data onto our
system, and ongoing training, education and system upgrades. We believe our professional services
enable customers to implement our software rapidly, ensure the customers success with our
solution, strengthen our customer relationships, and add to our industry-specific knowledge base
for use in future implementations and product innovations.
Although our consulting services are optional, the majority of our customers use at least some
portion of these services for the implementation and ongoing support of our software solutions.
Consulting services are typically rendered
under time and materials-based contracts with services typically billed on an hourly basis.
Professional services are sometimes rendered under fixed-fee based contracts with payments due on
specific dates or milestones.
Typically, our consulting services lag license revenue by several quarters, as implementation
services are performed after the purchase of the software. Services revenue growth is contingent
upon license revenue growth, which is influenced by the strength of general economic and business
conditions and the competitive position of our software products. In addition, our business has
competitive exposure to offshore providers and other consulting companies. All of these factors
potentially create the risk of pricing pressure, fewer customer orders, reduced gross margins and
loss of market share.
15
Table of Contents
For customer support services and software enhancements (CSSE), we offer a comprehensive
program that provides our customers with software upgrades, when and if available, that offer
additional or improved functionality and technological advances incorporating emerging supply chain
and industry initiatives. We offer 24 hour customer support every day of the year plus software
upgrades for an annual fee that is paid in advance.
Our CSSE revenues totaled $21.6 million and $42.5 million in the three and six months ended
June 30, 2011, respectively, representing approximately 35% of services revenue and approximately
25% of total revenue in the three and six months ended June 30, 2011, respectively. The growth of
CSSE revenues is influenced by: 1) new license revenue growth, 2) annual renewal of support
contracts, and 3) fluctuations in currency rates. Substantially all of our customers renew their
annual support contracts. Over the last three years, our annual revenue renewal rate of customers
subscribing to comprehensive support and enhancements has been greater than 90%. CSSE revenue is
generally paid in advance and recognized ratably over the term of the agreement, typically 12
months. CSSE renewal revenue is not recognized unless payment is received from the customer.
Hardware and other revenue. Our hardware and other revenues totaled $8.3 million and $16.2
million in the three and six months ended June 30, 2011, respectively, representing 9% of total
revenue with gross margins of 22.0% and 10% of total revenue with gross margins of 21.0% in the
three and six months ended June 30, 2011, respectively. In conjunction with the licensing of our
software, and as a convenience for our customers, we resell a variety of hardware products
developed and manufactured by third parties. These products include computer hardware, radio
frequency terminal networks, RFID chip readers, bar code printers and scanners, and other
peripherals. We resell all third-party hardware products pursuant to agreements with manufacturers
or through distributor-authorized reseller agreements pursuant to which we are entitled to purchase
hardware products at discount prices and to receive technical support in connection with product
installations and any subsequent product malfunctions. We generally purchase hardware from our
vendors only after receiving an order from a customer. As a result, we do not maintain hardware
inventory.
Other revenue represents amounts associated with reimbursements from customers for
out-of-pocket expenses. The total amount of expense reimbursement recorded to hardware and other
revenue was $2.7 million and $5.1 million for three and six months ended June 30, 2011,
respectively.
Product Development
We continue to invest significantly in research and development (R&D), which
historically has averaged about $0.13 to $0.14 of every revenue dollar, to provide leading
solutions that help global manufacturers, wholesalers, distributors, retailers and logistics
providers successfully manage accelerating and fluctuating demands as well as the increasing
complexity and volatility of their local and global supply chains. Our research and development
expenses for the three and six months ended June 30, 2011 were $10.7 million and $21.1 million,
respectively. At June 30, 2011, our R&D organization totaled approximately 625 employees, located
in the U.S. and India, representing nearly one-third of our total employees worldwide.
We will continue to focus our R&D resources on the development and enhancement of supply chain
software solutions. We offer what we believe to be the broadest solution portfolio in the supply
chain solutions marketplace, to address all aspects of planning and forecasting, inventory
optimization, order lifecycle management, transportation lifecycle management and distribution
management. We also plan to continue to provide enhancements to existing solutions and to introduce
new solutions to address evolving industry standards and market needs. We identify further
enhancements to existing solutions and opportunities for new solutions through our customer support
organization, as well as through ongoing customer consulting engagements and implementations,
interactions with our user groups, association with leading industry analysts and market research
firms, and participation on industry standards and research committees. Our solutions address the
needs of customers in various vertical markets, including retail, consumer goods, food and grocery,
logistics service providers, industrial and wholesale, high technology and electronics, life
sciences and government.
Cash Flow and Financial Condition
For the three and six months ended June 30, 2011, we generated cash flow from
operating activities of $16.0 million and $24.1 million, respectively. Our cash, cash equivalents
and investments at June 30, 2011 totaled $110.3 million, with no debt on our balance sheet. We
currently have no credit facilities. During the past three years, our primary uses of cash have
been funding investment in R&D and operations to drive earnings growth and repurchases of common
stock.
16
Table of Contents
During the first half of 2011, we repurchased approximately 1.9 million shares of Manhattan
Associates outstanding common stock under the repurchase program approved by our Board of
Directors. In July 2011, our Board of Directors approved raising the Companys remaining share
repurchase authority to $50.0 million of Manhattan Associates outstanding common stock. For the
remainder of 2011, we anticipate that our priorities for the use of cash will be similar to prior
years, with our first priority being continued investment in product development and profitably
growing our business to extend our market leadership. We will continue to evaluate acquisition
opportunities that are complementary to our product footprint and technology direction. We will
also continue to weigh our share repurchase options against cash for acquisitions and investing in
the business. We do not anticipate any borrowing requirements in 2011 for general corporate
purposes.
Results of Operations
The following table summarizes our consolidated results for the three and six months ended
June 30, 2011 and 2010.
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
(in thousands, except per share data) | ||||||||||||||||
Revenue |
$ | 88,402 | $ | 77,641 | $ | 160,112 | $ | 151,590 | ||||||||
Costs and expenses |
70,189 | 65,624 | 134,346 | 128,090 | ||||||||||||
Operating income |
18,213 | 12,017 | 25,766 | 23,500 | ||||||||||||
Other income (loss), net |
334 | 304 | 352 | (194 | ) | |||||||||||
Income before income taxes |
18,547 | 12,321 | 26,118 | 23,306 | ||||||||||||
Net income |
$ | 12,339 | $ | 8,189 | $ | 19,505 | $ | 15,384 | ||||||||
Diluted earnings per share |
$ | 0.57 | $ | 0.36 | $ | 0.89 | $ | 0.68 | ||||||||
Diluted weighted average
number of shares |
21,775 | 22,776 | 21,926 | 22,655 | ||||||||||||
We manage our business based on three geographic regions: the Americas, EMEA, and APAC.
Geographic revenue information is based on the location of sale. The revenues represented below are
from external customers only. The geographical-based expenses include costs of personnel, direct
sales and marketing expenses, and general and administrative costs to support the business. There
are certain corporate expenses included in the Americas region that are not charged to the other
segments including research and development, certain marketing and general and administrative costs
that support the global organization and the amortization of acquired developed technology.
Included in the Americas costs are all research and development costs including the costs
associated with the Companys India operations. During the three and six months ended June 30,
2011 and 2010, we derived the majority of our revenues from sales to customers within our Americas
region. The following table summarizes revenue and operating profit by region:
17
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Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||
2011 | 2010 | % Change | 2011 | 2010 | % Change | |||||||||||||||||||
(in thousands) | (in thousands) | |||||||||||||||||||||||
Revenue: |
||||||||||||||||||||||||
Software license |
||||||||||||||||||||||||
Americas |
$ | 12,530 | $ | 12,792 | -2 | % | $ | 19,379 | $ | 23,899 | -19 | % | ||||||||||||
EMEA |
2,910 | 1,428 | 104 | % | 3,359 | 2,872 | 17 | % | ||||||||||||||||
APAC |
907 | 1,265 | -28 | % | 1,371 | 2,921 | -53 | % | ||||||||||||||||
Total software license |
$ | 16,347 | $ | 15,485 | 6 | % | $ | 24,109 | $ | 29,692 | -19 | % | ||||||||||||
Services |
||||||||||||||||||||||||
Americas |
$ | 52,231 | $ | 44,959 | 16 | % | $ | 98,028 | $ | 89,734 | 9 | % | ||||||||||||
EMEA |
7,870 | 6,955 | 13 | % | 15,532 | 13,267 | 17 | % | ||||||||||||||||
APAC |
3,673 | 2,866 | 28 | % | 6,292 | 5,240 | 20 | % | ||||||||||||||||
Total services |
$ | 63,774 | $ | 54,780 | 16 | % | $ | 119,852 | $ | 108,241 | 11 | % | ||||||||||||
Hardware and Other |
||||||||||||||||||||||||
Americas |
$ | 7,873 | $ | 7,124 | 11 | % | $ | 15,412 | $ | 13,131 | 17 | % | ||||||||||||
EMEA |
295 | 204 | 45 | % | 520 | 437 | 19 | % | ||||||||||||||||
APAC |
113 | 48 | 135 | % | 219 | 89 | 146 | % | ||||||||||||||||
Total hardware and
other |
$ | 8,281 | $ | 7,376 | 12 | % | $ | 16,151 | $ | 13,657 | 18 | % | ||||||||||||
Total Revenue |
||||||||||||||||||||||||
Americas |
$ | 72,634 | $ | 64,875 | 12 | % | $ | 132,819 | $ | 126,764 | 5 | % | ||||||||||||
EMEA |
11,075 | 8,587 | 29 | % | 19,411 | 16,576 | 17 | % | ||||||||||||||||
APAC |
4,693 | 4,179 | 12 | % | 7,882 | 8,250 | -4 | % | ||||||||||||||||
Total revenue |
$ | 88,402 | $ | 77,641 | 14 | % | $ | 160,112 | $ | 151,590 | 6 | % | ||||||||||||
Operating income: |
||||||||||||||||||||||||
Americas |
$ | 15,749 | $ | 9,836 | 60 | % | $ | 22,836 | $ | 20,169 | 13 | % | ||||||||||||
EMEA |
1,963 | 1,530 | 28 | % | 2,872 | 1,948 | 47 | % | ||||||||||||||||
APAC |
501 | 651 | -23 | % | 58 | 1,383 | -96 | % | ||||||||||||||||
Total operating income |
$ | 18,213 | $ | 12,017 | 52 | % | $ | 25,766 | $ | 23,500 | 10 | % | ||||||||||||
Financial Summary of Second Quarter 2011 Condensed Consolidated Financial Results
| The Company reported diluted earnings per share of $0.57 in the second quarter of 2011, compared to $0.36 in the second quarter of 2010. |
| Consolidated revenue for the second quarter of 2011 was $88.4 million, compared to $77.6 million in the second quarter of 2010. License revenue was $16.3 million in the second quarter of 2011, compared to $15.5 million in the second quarter of 2010. |
| Operating income for the second quarter of 2011 was $18.2 million, compared to $12.0 million in the second quarter of 2010. |
| Cash flow from operations was $16.0 million in the second quarter of 2011, compared to $10.0 million in the second quarter of 2010. Days Sales Outstanding were 55 days at June 30, 2011, compared to 61 days at December 31, 2011. |
| Cash and investments on-hand at June 30, 2011 was $110.3 million, compared to $126.9 million at December 31, 2010. |
| The Company repurchased approximately 1.1 million common shares under the share repurchase program authorized by the Board of Directors, totaling $38.3 million at an average share price of $35.50 in the second quarter of 2011. In July 2011, the Board of Directors approved raising the Companys remaining share repurchase authority to an aggregate $50.0 million of Manhattan Associates outstanding common stock. |
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The results of our operations for the second quarter of 2011 and 2010 are discussed below.
Revenue
Three Months Ended June 30, | ||||||||||||||||||||
% of Total Revenue | ||||||||||||||||||||
2011 | 2010 | % Change | 2011 | 2010 | ||||||||||||||||
(in thousands) | ||||||||||||||||||||
Software license |
$ | 16,347 | $ | 15,485 | 6 | % | 19 | % | 20 | % | ||||||||||
Services |
63,774 | 54,780 | 16 | % | 72 | % | 71 | % | ||||||||||||
Hardware and other |
8,281 | 7,376 | 12 | % | 9 | % | 9 | % | ||||||||||||
Total revenue |
$ | 88,402 | $ | 77,641 | 14 | % | 100 | % | 100 | % | ||||||||||
Our revenue consists of fees generated from the licensing and hosting of software; fees
from professional services, customer support services and software enhancements; hardware sales of
complementary radio frequency and computer equipment; and other revenue representing amounts
associated with reimbursements from customers for out-of-pocket expenses.
License revenue. License revenue increased $0.9 million, or 6%, in the quarter ended June 30,
2011 over the same period in the prior year. Despite sluggish economic recovery in the advanced
economies such as the United States and geographic regions in which we operate, we completed four
large deals greater than $1.0 million in the second quarter of 2011. The license sales percentage
mix across our product suite in the quarter ended June 30, 2011 was approximately 60/40 of
warehouse management solutions to non-warehouse management solutions, respectively.
Services revenue. Services revenue increased $9.0 million, or 16%, in the second quarter of
2011 compared to the same quarter in the prior year due to a $7.8 million increase in professional
services revenue and a $1.2 million increase in customer support and software enhancements. The
increase in services revenue is primarily due to improved license sales over the past five quarters
combined with customer upgrade activity largely driven by the improving macroeconomic conditions.
Services revenue for the Americas, EMEA and APAC segments increased $7.3 million, $0.9 million and
$0.8 million, respectively, in the second quarter of 2011 compared to the second quarter of 2010.
Hardware and other. Hardware sales increased by $0.5 million, or 10%, to $5.5 million in the
second quarter of 2011 compared to $5.1 million for the second quarter of 2010. Sales of hardware
are largely dependent upon customer-specific desires, which fluctuate from quarter to quarter.
Reimbursements for out-of-pocket expenses are required to be classified as revenue and are included
in hardware and other revenue. Reimbursements by customers for out-of-pocket expenses were
approximately $2.7 million and $2.3 million for the quarters ended June 30, 2011 and 2010,
respectively.
Cost of Revenue
Three Months Ended June 30, | ||||||||||||
2011 | 2010 | % Change | ||||||||||
(in thousands) | ||||||||||||
Cost of license |
$ | 1,824 | $ | 1,611 | 13 | % | ||||||
Cost of services |
27,462 | 24,906 | 10 | % | ||||||||
Cost of hardware and other |
6,457 | 6,205 | 4 | % | ||||||||
Total cost of revenue |
$ | 35,743 | $ | 32,722 | 9 | % | ||||||
Cost of license. Cost of license consists of the costs associated with software
reproduction; hosting services; media, packaging and delivery, documentation and other related
costs; and royalties on third-party software sold with or as part of our products. Cost of
software license increased by $0.2 million, or 13%, in the second quarter of 2011 compared to the
same quarter of 2010 principally due to the increase in license revenue.
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Cost of services. Cost of services consists primarily of salaries and other personnel-related
expenses of employees dedicated to professional and technical services and customer support
services. The $2.6 million, or 10%, increase in cost of services in the quarter ended June 30,
2011 compared to the same quarter in the prior year was principally due to an increase of $3.2
million in compensation and other personnel-related expenses resulting from increased headcount in
our services organization, partially offset by a decrease of $1.0 million in performance-based
bonus expense.
Cost of hardware and other. Cost of hardware decreased slightly to $3.8 million in the second
quarter of 2011 compared to $3.9 million in the same quarter of 2010. Cost of hardware and other
includes out-of-pocket expenses to be reimbursed by customers of approximately $2.7 million and
$2.3 million for the quarters ended June 30, 2011 and 2010, respectively.
Operating Expenses
Three Months Ended June 30, | ||||||||||||
2011 | 2010 | % Change | ||||||||||
(in thousands) | ||||||||||||
Research and development |
$ | 10,676 | $ | 10,334 | 3 | % | ||||||
Sales and marketing |
12,309 | 12,073 | 2 | % | ||||||||
General and administrative |
9,238 | 8,177 | 13 | % | ||||||||
Depreciation and amortization |
2,223 | 2,318 | -4 | % | ||||||||
Operating expenses |
$ | 34,446 | $ | 32,902 | 5 | % | ||||||
Research and development. Research and development expenses primarily consist of
salaries and other personnel-related costs for personnel involved in our research and development
activities. Research and development expenses for the quarter ended June 30, 2011 slightly
increased by $0.3 million, or 3%, as compared to the quarter ended June 30, 2010. This increase
was primarily attributable to an increase in compensation and employee-related expenses of $0.7
million partially offset by a decrease in performance-based compensation expense of $0.3 million.
Our principal research and development activities have focused on the expansion and
integration of products acquired and new product releases and the expansion of the product
footprint of our supply chain optimization solutions called Supply Chain Optimization from Planning
through Execution (SCOPE). The Manhattan SCOPE Platform provides not only a sophisticated
service-oriented architecture-based application framework, but a platform that facilitates
integration with ERP and other supply chain solutions. For the quarters ended June 30, 2011 and
2010, we did not capitalize any research and development costs.
Sales and marketing. Sales and marketing expenses include salaries, commissions, travel and
other personnel-related costs and the costs of our marketing and alliance programs and related
activities. Sales and marketing expenses slightly increased by $0.2 million, or 2%, in the second
quarter of 2011 compared to the same quarter of the prior year primarily attributable to an
increase in compensation and employee-related expenses.
General and administrative. General and administrative expenses consist primarily of salaries
and other personnel-related costs of executive, financial, human resources, information technology
and administrative personnel, as well as facilities, legal, insurance, accounting and other
administrative expenses. General and administrative expenses increased $1.1 million, or 13%,
during the quarter ended June 30, 2011 compared to the same quarter in the prior year. The
increase was primarily attributable to an increase of $0.5 million in compensation and
employee-related expenses and a $0.8 million recovery of previously recorded state sales tax in
second quarter of 2010.
Depreciation and amortization. Depreciation expense amounted to $1.8 million and $1.7 million
for the quarters ended June 30, 2011 and 2010, respectively. Amortization of intangibles associated
with various acquisitions totaled $0.4 million and $0.6 million for the quarters ended June 30,
2011 and 2010, respectively.
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Operating Income
Operating income for the second quarter of 2011 was $18.2 million compared to $12.0 million in
the second quarter of 2010. Operating margins were 20.6% for the second quarter of 2011 versus
15.5% for the second quarter of 2010. Operating income and margins increased primarily due to
strong revenue in the current quarter.
Other Income and Taxes
Three Months Ended June 30, | ||||||||||||
2011 | 2010 | % Change | ||||||||||
Other income, net |
$ | 334 | $ | 304 | 10 | % | ||||||
Income tax provision |
6,208 | 4,132 | 50 | % |
Other income, net. Other income, net principally includes interest income, foreign
currency gains and losses and other non-operating expense. Other income, net increased slightly in
the second quarter of 2011 compared to the second quarter of 2010 primarily due to a $0.2 million
increase in interest income partially offset by the fluctuation of the U.S. dollar relative to
foreign currencies, principally the Indian Rupee, the British Pound, and the China Yuan Renminbi.
We recorded net foreign currency gains of approximately $0.1 million and $0.2 million during the
second quarter of 2011 and 2010, respectively.
Income tax provision. Our effective income tax rate was 33.5% for both quarters ended June
30, 2011 and 2010.
Financial Summary for the First Half of 2011 Condensed Consolidated Financial Results
| The Company reported diluted earnings per share for the six months ended June 30, 2011 was $0.89, compared to $0.68 for the six months ended June 30, 2010. |
| Consolidated revenue for the six months ended June 30, 2011 was $160.1 million, compared to $151.6 million for the six months ended June 30, 2010. License revenue was $24.1 million for the six months ended June 30, 2011, compared to $29.7 million in the six months ended June 30, 2010. |
| Operating income was $25.8 million for the six months ended June 30, 2011, compared to $23.5 million for the six months ended June 30, 2010, which included $1.2 million of recoveries of previously expensed sales tax associated with expiring sales tax audit statutes. |
| For the six months ended June 30, 2011, the Company repurchased approximately 1.9 million common shares under the share repurchase program authorized by the Board of Directors at an average share price of $33.55, for a total investment of $63.9 million. |
The results of our operations for the six months ended June 30, 2011 and 2010 are discussed
below.
Revenue
Six Months Ended June 30, | ||||||||||||||||||||
% of Total Revenue | ||||||||||||||||||||
2011 | 2010 | % Change | 2011 | 2010 | ||||||||||||||||
(in thousands) | ||||||||||||||||||||
Software license |
$ | 24,109 | $ | 29,692 | -19 | % | 15 | % | 20 | % | ||||||||||
Services |
119,852 | 108,241 | 11 | % | 75 | % | 71 | % | ||||||||||||
Hardware and other |
16,151 | 13,657 | 18 | % | 10 | % | 9 | % | ||||||||||||
Total revenue |
$ | 160,112 | $ | 151,590 | 6 | % | 100 | % | 100 | % | ||||||||||
License revenue. License revenue decreased $5.6 million, or 19%, in the six months ended
June 30, 2011 over the same period in the prior year due to the sluggish economic recovery in the
United States and other geographic regions in which we operate. We also believe that license
revenue decreased due to the extension of current sales cycles for large deals greater than $1.0
million during first quarter of 2011. However, we completed four large deals greater than $1.0
million during the second quarter of 2011, which is comparable to our more historic norm of three
to four large deals per quarter. Our license performance depends heavily on the number and
relative value of large deals we close in the quarter and the sales cycle on these deals remains
somewhat less predictable than in prior years.
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The license sales percentage mix across our product suite in the six months ended June 30,
2011 was approximately 65/35 of warehouse management solutions to non-warehouse management
solutions, respectively.
Services revenue. Services revenue increased $11.6 million, or 11%, in the first half of 2011
compared to the same period in the prior year due to a $9.0 million increase in professional
services revenue and a $2.6 million increase in customer support and software enhancements. The
increase in services revenue is primarily due to improved license sales over the past five quarters
combined with customer upgrade activity largely driven by the improving macroeconomic
conditions. Services revenue for the Americas, EMEA and APAC segments increased $8.3 million,
$2.3 million and $1.0 million, respectively, in the six months ended June 30, 2011 compared to the
same period in the prior year.
Hardware and other. Hardware sales increased by $1.5 million, or 15%, to $11.1 million in the
six months ended June 30, 2011 compared to $9.6 million for the same period in the prior year.
Sales of hardware are largely dependent upon customer-specific desires, which fluctuate from
quarter to quarter. Reimbursements for out-of-pocket expenses are required to be classified as
revenue and are included in hardware and other revenue. Reimbursements by customers for
out-of-pocket expenses were approximately $5.1 million and $4.1 million for the six months ended
June 30, 2011 and 2010, respectively.
Cost of Revenue
Six Months Ended June 30, | ||||||||||||
2011 | 2010 | % Change | ||||||||||
(in thousands) | ||||||||||||
Cost of license |
$ | 3,063 | $ | 3,160 | -3 | % | ||||||
Cost of services |
52,420 | 48,970 | 7 | % | ||||||||
Cost of hardware and other |
12,757 | 11,274 | 13 | % | ||||||||
Total cost of revenue |
$ | 68,240 | $ | 63,404 | 8 | % | ||||||
Cost of license. Cost of license consists of the costs associated with software
reproduction; hosting services; media, packaging and delivery, documentation and other related
costs; and royalties on third-party software sold with or as part of our products. Cost of
software license decreased slightly by $0.1 million, or 3%, in the first half of 2011 compared to
the same period of 2010 principally due to the decrease in license revenue.
Cost of services. Cost of services consists primarily of salaries and other personnel-related
expenses of employees dedicated to professional and technical services and customer support
services. The $3.5 million, or 7%, increase in cost of services in the six months ended June 30,
2011 compared to the same period in the prior year was principally due to a $6.2 million increase
in compensation and other personnel-related expenses resulting from increased headcount in our
services organization, partially offset by a $2.7 million decrease in performance-based bonus
expense.
Cost of hardware and other. Cost of hardware increased $0.4 million to approximately $7.7
million in the first half of 2011 compared to the same period of 2010 as a direct result of
increased hardware sales. Cost of hardware and other includes out-of-pocket expenses to be
reimbursed by customers of approximately $5.1 million and $4.0 million for the six months ended
June 30, 2011 and 2010, respectively.
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Operating Expenses
Six Months Ended June 30, | ||||||||||||
2011 | 2010 | % Change | ||||||||||
(in thousands) | ||||||||||||
Research and development |
$ | 21,059 | $ | 20,774 | 1 | % | ||||||
Sales and marketing |
22,909 | 22,541 | 2 | % | ||||||||
General and administrative |
17,914 | 16,638 | 8 | % | ||||||||
Depreciation and amortization |
4,224 | 4,733 | -11 | % | ||||||||
Operating expenses |
$ | 66,106 | $ | 64,686 | 2 | % | ||||||
Research and development. Research and development expenses primarily consist of
salaries and other personnel-related costs for personnel involved in our research and development
activities. Research and development expenses for the six months ended June 30, 2011 slightly
increased by $0.3 million compared to the same period in 2010. This increase was primarily
attributable to an increase in compensation and employee-related expenses of $1.1 million partially
offset by a decrease in performance-based compensation expense of $0.9 million.
Sales and marketing. Sales and marketing expenses include salaries, commissions, travel and
other personnel-related costs and the costs of our marketing and alliance programs and related
activities. Sales and marketing expenses slightly increased by $0.4 million, or 2%, in the first
half of 2011 compared to the same period of the prior year. This increase was mainly attributable
to the increase in marketing programs of $0.8 million and an increase in compensation and
employee-related expenses of $0.6 million partially offset by a decrease in performance-based
compensation expense of $0.4 million and a decrease in equity-based compensation expense of $0.3
million.
General and administrative. General and administrative expenses consist primarily of salaries
and other personnel-related costs of executive, financial, human resources, information technology
and administrative personnel, as well as facilities, legal, insurance, accounting and other
administrative expenses. General and administrative expenses increased $1.3 million, or 8%, during
the six months ended June 30, 2011 compared to the same period in the prior year. The increase was
primarily attributable to an increase in compensation and employee-related expenses of $0.8 million
and $1.2 million in 2010 related to recoveries of previously recorded state sales tax resulting
from a sales tax audits partially offset by a $0.7 million decrease in performance-based
compensation expense.
Depreciation and amortization. Depreciation expense amounted to $3.3 million and $3.4 million
for the six months ended June 30, 2011 and 2010, respectively. Amortization of intangibles
associated with various acquisitions totaled $0.9 million and $1.3 million for the six months ended
June 30, 2011 and 2010, respectively.
Operating Income
Operating income for the first half of 2011 was $25.8 million compared to $23.5 million in the
first half of 2010. Operating margins were 16.1% for the first half of 2011 versus 15.5% for the
first half of 2010. Operating income and margins increased due to strong license and services
revenue.
Other Income (Loss) and Taxes
Six Months Ended June 30, | ||||||||||||
2011 | 2010 | % Change | ||||||||||
Other income (loss), net |
$ | 352 | $ | (194 | ) | 281 | % | |||||
Income tax provision |
6,613 | 7,922 | -17 | % |
Other income (loss), net. Other income (loss), net principally includes interest income,
foreign currency gains and losses and other non-operating expense. Other income (loss), net
increased $0.5 million in the first half of 2011 compared to the first half of 2010 primarily due
to a $0.3 million increase in interest income, a $0.1 million increase in other non-operating
expense and the fluctuation of the U.S. dollar relative to foreign currencies, principally the Euro
and the China Yuan Renminbi. We recorded net foreign currency losses of $0.1 million and $0.2
million during the six months ended 2011 and 2010, respectively.
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Table of Contents
Income tax provision. Our effective income tax rate was 25.3% and 34.0% for the six months
ended June 30, 2011 and 2010, respectively. The effective tax rate in the first half of 2011
included a $2.0 million tax benefit resulting from the reduction of a valuation allowance
associated with tax credit carryforwards and deferred tax assets in India. The benefit is
attributable to the elimination of the tax holiday for Indian companies under the STPI Software
Technology Park of India tax plan, based on the February 2011 budget proposed by the India Finance
Ministry, which will allow us to utilize tax assets previously reserved.
Liquidity and Capital Resources
As of June 30, 2011, we had approximately $110.3 million in cash, cash equivalents and
investments, as compared to $126.9 million at December 31, 2010. Our main source of operating cash
flows is cash collections from our customers, which we use to fund our operations. Our priorities
for the use of cash will be similar to prior years, with our first priority being continued
investment in product development and profitably growing our business to extend our market
leadership. We will continue to evaluate acquisition opportunities that are complementary to our
product footprint and technology direction. We will also continue to weigh our share repurchase
options against cash for acquisitions and investing in the business. We do not anticipate any
borrowing requirements in 2011 for general corporate purposes.
Our operating activities generated cash flow of approximately $24.1 million and $23.9 million
for the six months ended June 30, 2011 and 2010, respectively. The increase in cash flow from
operations was primarily attributable to higher revenue and net earnings combined with strong
accounts receivable collections. Days sales outstanding (DSO) were 55 days at June 30, 2011 and
61 days at December 31, 2010.
Our investing activities used cash of approximately $2.7 million and $2.6 million for the six
months ended June 30, 2011 and 2010, respectively. The primary use of cash for investing
activities for the six months ended June 30, 2011 was the net purchase of $0.7 million in
short-term investments and $2.0 million in capital expenditures. The primary use of cash for
investing activities for the six months ended June 30, 2010 was capital expenditures.
Our financing activities used cash of approximately $39.3 million and $23.2 million for the
six months ended June 30, 2011 and 2010, respectively. The principal use of cash for financing
activities for the six months ended June 30, 2011 was to purchase approximately $66.0 million of
our common stock including $2.1 million for shares withheld for taxes due upon vesting of
restricted stock, partially offset by proceeds generated from options exercised of $25.5 million
and a $1.2 million excess tax benefit from stock-based compensation. The principal use of cash
for financing activities for the six months ended June 30, 2010 was to purchase approximately
$41.0 million of our common stock including $1.0 million for shares withheld for taxes due upon
vesting of restricted stock, partially offset by proceeds generated from options exercised of
$17.4 million.
Periodically, opportunities may arise to grow our business through the acquisition of
complementary and synergistic companies, products and technologies. Any material acquisition
could result in a decrease to our working capital depending on the amount, timing and nature of
the consideration to be paid. We believe that existing balances of cash and investments will be
sufficient to meet our working capital and capital expenditure needs at least for the next twelve
months, although there can be no assurance that this will be the case.
Critical Accounting Policies and Estimates
In the first half of 2011, there were no significant changes to our critical accounting
policies and estimates from those disclosed in the section Managements Discussion and Analysis
of Financial Condition and Results of Operations in our annual report on Form 10-K for the year
ended December 31, 2010.
Item 3. | Quantitative and Qualitative Disclosures About Market Risk. |
There were no material changes to the Quantitative and Qualitative Disclosures About Market
Risk previously disclosed in our annual report on Form 10-K for the year ended December 31, 2010.
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Table of Contents
Item 4. | Controls and Procedures. |
Disclosure Controls and Procedures
We maintain disclosure controls and procedures designed to provide reasonable assurance that
information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as
amended, is recorded, processed, summarized and reported within the time periods specified in the
SECs rules and forms, and that such information is accumulated and communicated to our management,
including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow
timely decisions regarding required disclosure.
As of the end of the period covered by this report, our management evaluated, with the
participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our
disclosure controls and procedures. Based on the evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that, as of the end of the period covered by this report, our
disclosure controls and procedures are effective to provide reasonable assurance that the
objectives of disclosure controls and procedures are met.
Changes in Internal Control over Financial Reporting
During the six months ended June 30, 2011, there were no changes in our internal control over
financial reporting that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting, including any corrective actions with regard to
material weaknesses.
PART II
OTHER INFORMATION
OTHER INFORMATION
Item 1. | Legal Proceedings. |
From time to time, we are party to various legal proceedings arising in the ordinary course of
business. The Company is not currently a party to any other legal proceeding the result of which it
believes could have a material adverse impact upon its business, financial position or results of
operations.
Many of our installations involve products that are critical to the operations of our clients
businesses. Any failure in our products could result in a claim for substantial damages against
us, regardless of our responsibility for such failure. Although we attempt to limit contractually
our liability for damages arising from product failures or negligent acts or omissions, there can
be no assurance the limitations of liability set forth in our contracts will be enforceable in all
instances.
Item 1A. | Risk Factors. |
In addition to the other information set forth in this report, you should carefully consider
the risk factors disclosed in Item 1A, Risk Factors, of the Companys annual report on Form 10-K
for the year ended December 31, 2010.
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. |
The following table provides information regarding our common stock repurchases under our
publicly-announced repurchase program and shares withheld for taxes due upon vesting of restricted
stock for the quarter ended June 30, 2011. All repurchases related to the repurchase program were
made on the open market.
Maximum Number (or | ||||||||||||||||
Total Number of | Approximate Dollar | |||||||||||||||
Total | Average | Shares Purchased | Value) of Shares that | |||||||||||||
Number of | Price Paid | as Part of Publicly | May Yet Be Purchased | |||||||||||||
Shares | per | Announced Plans | Under the Plans or | |||||||||||||
Period | Purchased(a) | Share(b) | or Programs | Programs | ||||||||||||
April 1 - April 30,
2011 |
64,251 | $ | 35.56 | 60,619 | $ | 47,840,220 | ||||||||||
May 1 - May 31, 2011 |
678,252 | 35.89 | 678,156 | 23,501,057 | ||||||||||||
June 1 - June 30, 2011 |
339,686 | 34.70 | 339,686 | 11,713,281 | ||||||||||||
Total |
1,082,189 | $ | 35.50 | 1,078,461 | $ | 11,713,281 | ||||||||||
(a) | Includes 3,632 shares and 96 shares withheld for taxes due upon vesting of restricted stock during April and May, respectively. | |
(b) | The average price paid per share for shares withheld for taxes due upon vesting of restricted stock was $34.48 and $36.15 in April and May, respectively. |
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In July 2011, our Board of Directors approved raising our remaining repurchase authority
for the Companys common stock to a total of $50.0 million.
Item 3. | Defaults Upon Senior Securities. |
No events occurred during the quarter covered by the report that would require a response to
this item.
Item 5. | Other Information. |
No events occurred during the quarter covered by the report that would require a response to
this item.
Item 6. | Exhibits. |
Exhibit 31.1 | Certification of Principal Executive Officer pursuant to Rule
13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002. |
|
Exhibit 31.2 | Certification of Principal Financial Officer pursuant to Rule
13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002. |
|
Exhibit 32* | Certification of Chief Executive Officer and Chief Financial Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002. |
|
Exhibit 101** | Financial statements from the quarterly report on Form 10-Q of the Company for
the quarter ended June 30, 2011, filed on July 29, 2011, formatted in eXtensible
Business Reporting Language (XBRL): (i) Condensed Consolidated Balance Sheets as of
June 30, 2011 and December 31, 2010, (ii) Condensed Consolidated Statements of
Operations for the three and six months ended June 30, 2011 and June 30, 2010, (iii)
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2011
and June 30, 2010 and (iv) Notes to Condensed Consolidated Financial Statements tagged
as blocks of text. |
* | In accordance with Item 601(b)(32)(ii) of the SECs Regulation S-K, this Exhibit is hereby furnished to the SEC as an accompanying document and is not deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933. | |
** | In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. |
26
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
MANHATTAN ASSOCIATES, INC. | ||||
Date: July 29, 2011
|
/s/ Peter F. Sinisgalli
|
|||
Chief Executive Officer, President and Director | ||||
(Principal Executive Officer) | ||||
Date: July 29, 2011
|
/s/ Dennis B. Story
|
|||
Executive Vice President, Chief Financial Officer and Treasurer | ||||
(Principal Financial and Accounting Officer) |
27
Table of Contents
EXHIBIT INDEX
Exhibit 31.1 | Certification of Principal Executive Officer pursuant to Rule
13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002 |
|
Exhibit 31.2 | Certification of Principal Financial Officer pursuant to Rule
13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002 |
|
Exhibit 32 | Certification of Principal Executive Officer and Principal
Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 |
|
Exhibit 101 | Financial statements from the quarterly report on Form 10-Q
of the Company for the quarter ended June 30, 2011, filed on
July 29, 2011, formatted in eXtensible Business Reporting
Language (XBRL): (i) Condensed Consolidated Balance Sheets as
of June 30, 2011 and December 31, 2010, (ii) Condensed
Consolidated Statements of Operations for the three and six
months ended June 30, 2011 and June 30, 2010, (iii)
Condensed Consolidated Statements of Cash Flows for the six
months ended June 30, 2011 and June 30, 2010 and (iv) Notes
to Condensed Consolidated Financial Statements tagged as
blocks of text. |