UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 20172022

OR

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: 000-23999

Manhattan Associates, Inc.

(Exact name of registrant as specified in its charter)

Georgia

(State or other jurisdiction of

incorporation or organization+ )

58-2373424

(I.R.S. Employer

Identification No.)

2300 Windy Ridge Parkway, Tenth Floor

Atlanta, Georgia

30339

( Address of principal executive offices )

( Zip Code )

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

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

Title of each class

Name of each exchange on which registered

Common Stock, $.01 par value per share

The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

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 No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation 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 No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

Accelerated filer

Non-accelerated filer

  (Do not check if a smaller reporting company)

Smaller reporting company

Emerging Growth Companygrowth company

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant as of June 30, 20172022 was $3,312,602,640,$7,187,541,590, which was calculated based upon a closing sales price of $48.06$114.60 per share of the Common Stock as reported by the Nasdaq Global Select Market on the same day. As of January 31, 2018,2023, the Registrant had outstanding 67,970,36462,495,971 shares of Common Stock.

DOCUMENTS INCORPORATED BY REFERENCE

The Registrant’s definitive Proxy Statement for the Annual Meeting of Shareholders to be held May 17, 201811, 2023 is incorporated by reference in Part III of this Form 10-K to the extent stated herein.

Auditor Firm Id:

42

Auditor Name:

Ernst & Young

Auditor Location:

Atlanta, GA


MANHATTAN

MANHATTAN ASSOCIATES, INC.

Annual Report on Form 10-K

For the Fiscal Year Ended December 31, 20172022

Table of Contents

Item Number

Item Description

Page Number

PART I

Item 1

Business

4

Item 1A

Risk Factors

1112

Item 1B

Unresolved Staff Comments

1920

Item 2

Properties

1920

Item 3

Legal Proceedings

20

Item 4

Mine Safety Disclosures

20

PART II

Item 5

Market for Registrant’s Common Equity, Related Shareholder Matters, and Issuer Purchases of Equity Securities

2021

Item 6

Selected Financial Data[Reserved]

21

Item 7

Management’s Discussion and Analysis of Financial Condition and Results of Operations

22

Item 7A

Quantitative and Qualitative Disclosures About Market Risk

3835

Item 8

Financial Statements and Supplementary Data

4036

Item 9

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

6659

Item 9A

Controls and Procedures

6659

Item 9B

Other Information

6659

PART IIIItem 9C

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

59

Item 10

PART III

Item 10

Directors, Executive Officers and Corporate Governance

6760

Item 11

Executive Compensation

6760

Item 12

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

6760

Item 13

Certain Relationships and Related Transactions, and Director Independence

6760

Item 14

Principal Accountant Fees and Services

6760

PART IV

Item 15

Exhibits, Financial Statement Schedules

6861

Item 16

Form 10-K Summary

6861

Exhibit Index

6962

Signatures

7365

Exhibit 21.1 List of Subsidiaries

Exhibit 23.1 Consent of Ernst & Young LLP

Exhibit 31.1 Section 302 Certification of Principal Executive Officer

Exhibit 31.2 Section 302 Certification of Principal Financial Officer

Exhibit 32 Section 906 Certification of CEO and CFO

Exhibit 101

2


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 expectations about global macroeconomic trends and industry developments, 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 Annual Report, on Form 10-K (this “Form 10-K”) the words “may,” “expect,” “forecast,” “anticipate,” “intend,” “plan,” “believe,” “could,” “seek,” “project,” “estimate,” and similar expressions are generally intended to identify forward-looking statements. Undue reliance should not be placed on these forward-looking statements, which reflect opinions only as of the date of this Annual Report.Form 10-K. 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. Investors are cautioned that 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.

Some of the factors that could cause actual results to differ materially from the results discussed in forward-looking statements include:

The operationalongoing disruption and financial effects oftransformation in our business transition to cloud subscription-based solutions;

vertical markets, including a major public health concern such as the COVID-19 pandemic;

general economic, political and market conditions;

conditions, including inflation;

our ability to attract and retain highly skilled employees;

competition;

our dependence on a single line of business;

our dependence on generating revenue from cloud subscriptions and software licenses and cloud subscriptions to drive business;

undetected errors or “bugs” in our software;

the risk of defects, delays or interruptions in our cloud subscription services;

possible compromises of our data protection and IT security measures;

risks associated with large system implementations;

possible liability to customers if our products fail;

the requirement to maintain high quality professional service capabilities;

the risks of international operations, including foreign currency exchange risk;

the possibility that research and developments investments may not yield sufficient returns;

the long sales cycle associated with our products;

the difficulty of predicting operating results;

the need to continually improve our technology;

risks associated with managing growth;

reliance on third party and open source software;

the need for our products to interoperate with other systems;

the need to protect our intellectual property, and our exposure to intellectual property claims of others;

economic conditions and regulatory changes caused by the United Kingdom’s likely exit from the European Union;possible effects on international commerce of new or increased tariffs, or a “trade war;” and

other risks described under the heading “Risk Factors” in Part I, Item 1A of this Annual Report.

Form 10-K, as there may be updated from time to time in subsequent documents that we file with the Security and Exchange Commission.

We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in future operating results.

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PART I

Item 1.

Business

Overview

Item 1. Business

Overview

Manhattan Associates was founded in 1990 in Manhattan Beach, California and incorporated in Georgia in 1998. 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. Our principal executive offices are located at 2300 Windy Ridge Parkway, Tenth Floor, Atlanta, Georgia 30339, and our telephone number is 770-955-7070.

We develop, sell, deploy, service and maintain software solutions designed to manage supply chains, inventory and omnichannel operations for retailers, wholesalers, manufacturers, logistics providers and other organizations. Our customers include many of the world’s premier and most profitable brands. Our Manhattan Active® applications are run in the cloud and delivered as subscription-based software as a service (SaaS), and its architecture is highly differentiated among enterprise application providers, particularly within the Omni Channel and Supply Chain categories. Our microservice based architecture delivers a versionless yet highly extensible experience for our customers. We offer our customers access to new innovation on a quarterly basis, ensuring all customers are running on a single fully up-to-date codebase. Manhattan Active also provides zero downtime updates, so access to innovation is delivered seamlessly into customer environments without the need for planned maintenance windows.

Specifically, Manhattan Associates develops supply chainmodern commerce solutions that help ourits customers in three distinct areas of their business:

Supply Chain - Manhattan Associates providesWe provide companies the tools needed to manage distribution and optimize transportation costs throughout their entire commercial network.  Manhattan provides shippers the most comprehensive transportation management solutions in the market.  This includes services and software to help them move freight via the most cost-effective means possible while also meeting service-level expectations.  Likewise, Manhattan’s Warehouse Management solutions are widely regarded as industry-leading systems designed to optimize productivity and throughput in distribution centers and warehouses around the world.

Our software helps optimize fulfillment models to support our customers across a wide range of channels and fulfillment methods. Likewise, we design our offerings with the aim of providing shippers and carriers the most comprehensive transportation management solutions in the market. This includes software to help them move freight via the most cost-effective means possible while also meeting service-level expectations, to model their transportation network, and to automate the procurement-to-pay process.

Omnichannel - Meeting ever-evolving consumer expectations of service, inventory availability, and delivery convenience is a challenge every merchant must meet head on. Manhattan’s Omnichannel solutions provide an operating platform for both the directdigital commerce, retailers, and brick and mortar business.wholesale businesses. Comprising Order Management, Store Inventory Fulfillment, Call Center, Point of Sale, and Customer Engagement as its core applications, Manhattan Omnichannel provides solutions forprovide CRM /capabilities for contact center agents; end-to-end process enablement offor store associates, and enterprise-wide inventory availability determination, and order fulfillment optimization.

optimization, and point of sale capabilities.

Inventory - Manhattan– Manhattan’s solutions provide distributors of any finished goods (apparel, food, auto parts, pharmaceuticals, etc.) the ability to forecast demand, determine when, where and how much inventory is needed, and translate this into a profitable inventory buying plan. These areas are ever more complex and critical to profitability as more wholesalers and retailers engage in omnichannel operations. Through the use of advanced science and sophisticated analytics, customer service level is maximized with the minimum necessary inventory investment. Industry changes driven by omni-channelomnichannel retail, pharmaceutical regulations and other trends make this an area of particular need for many retailers and wholesale distributors.

Manhattan Associates’ Software Solution Portfolios

Our portfolio of solutions takes a platform-based approach to key areas. This approach employs a holistic technology approach that provides customers with threetwo major benefits:

Cross-Functional Business Solutions - By virtueIndustry Leading Feature Function – Manhattan solutions are consistently rated by customers and industry analysts alike as providing the most comprehensive and innovative feature functionality in the market. From warehouse management to point of shared data, taxonomy and interfaces, platform solutions enable the organization to tackle business challenges that might otherwise be too technically daunting to achieve.  For example, the ability to manage a buy online, pickup in store process at scale requires best in class capability within Order Management and Point of Sale / Store Systems. By buildingsale, our solutions onare consistently at the top of the market with respect to configurability, capability and usability. Customers choose Manhattan applications to solve the industry’s most complex supply chain problems. Our combination of deep domain expertise, an in-house data science and operations research team, and a specialized user experience team combine to differentiate Manhattan solutions.

Solution Unification – Manhattan solutions are organized into three groups: omni-channel, supply chain, and inventory. Each one of these groups are engineered to provide cross-application benefit that simplifies and improves operations within those three areas. This approach significantly reduces complexity, maintenance and application risk for our customers, providing an

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expanded set of common, microservice based components, we eliminate dataso-called end-to-end capabilities. As complexity continues to grow for our customers, Manhattan provides value by eliminating the need to design, build and process redundancy and deliver end-to-end process support for the modern merchant.

Lower Total Cost of Ownership - A single set of toolsmaintain complex system to administrate security, resource management, system configuration and integration across all three functional disciplines allows for economies of scale within IT departments.  The use of standard technologies, development tools and languages also ensures needed technical skills are readily available in the marketplace. Furthermore, we also offer cloud-based / subscription-based access to the certain of our applications, thusly lowering initial and ongoing complexity of ownership.  

The Power of Shared Components - When an organization has multiple disparate systems, there are frequently costly, inefficient and redundant capabilities found across the enterprise.  Examples include yard management, parcel shipping and inventory visibility.  The consequences of duplicate systems range from the simple confusion brought on by different naming conventions to the expensive and complex data becoming out of sync, resulting in missed appointments, chargebacks and other issues.  

integration.

Supply Chain Solutions

As previously described, Manhattan’s Supply Chain solutionsSolutions are focused on the distribution and transportation operations of the enterprise. There are three main components of Manhattan’s Supply Chain Solutions:

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Distribution Management - These applications comprise Manhattan’s Warehouse Management Solutions (WMS) commonly used to manage the complexity of the modern distribution center.  WMS manages the flow of goods and information across the distribution center. The complete distribution management suite not only includes capabilities focused on execution within the distribution center, but also on the management of personnel, performance and the overall distribution center layout.  All of these solutions come together to provide the customer the most productive workforce with an operation that can scale to meet the highest demands during peak season, yet can still operate effectively and profitably throughout the course of the year.

Distribution Management - These applications comprise Manhattan’s Warehouse Management Solutions (WMS) commonly used to manage the complexity of the modern distribution center. WMS manages the flow of goods and information across the distribution center. WMS is now delivered for new and upgrading customers in the form of Manhattan Active Warehouse Management (MAWM), a cloud native and versionless application that delivers new innovation on a quarterly basis. Manhattan Active WM runs on Google Cloud Platform, is offered exclusively via subscription, and includes state of the art fulfillment optimization technology, a consumer grade mobile app experience for the associate; and embedded gamification capabilities to improve associate engagement and performance. Manhattan Active WM is fully configurable and technically extensible, meaning customers can build their own componentry to work alongside our base application. Manhattan Active WM also embeds labor management and slotting optimization capabilities. Manhattan’s WMS customers benefit from its embedded warehouse execution system that coordinates the interaction between automation, robotics and labor for maximum efficiency. Manhattan’s WMS also enables the efficient utilization of a single distribution center for direct-to-consumer, retail replenishment and high-volume wholesale fulfilment. Our WMS provides the customer the most productive operation that can scale to meet the highest demands during peak season while operating effectively and profitably throughout the course of the year.

Transportation Management - Organizations today face a complex transportation environment with ever-changing demands driven by macro-economic trends and governmental regulations. Manhattan’s Transportation Management Solutions (TMS) are designed to help shippers navigate their way through these demands while meeting customer service expectations at the lowest possible freight costs. TMS components include procurement and modeling tools to setup a successful network, that can be successful, along with planning, execution and settlement tools to manage day-to-day transportation requirements. Our TMS can also connect shippers with a network of partners that can increase shipping capacity on an as-needed basis. Manhattan Carrier is a suite of solutions built specifically to help motor carriers optimize load assignments, minimize fuel costs, manage drivers’ hours of service and accommodate demand fluctuations.

Visibility - Crucial to effective supply chain management is visibilityVisibility into the movement of goods between locations in the supply chain and outside the enterprise’s realm of control.control is crucial to effective supply chain management. Manhattan provides best in class visibility and event management tools that not only provide alerts toour customer when events occur in the global supply chain, but also when they don’t occur (such as missing a vessel overseas), as that can have a cascading effect on production lines, freight and most importantly, customer commitments.

Manhattan SCALETM (SCALE)

SCALE is our portfolio of logistics execution solutions built on Microsoft’s .NET® platform. Purpose-built for rapid development and a value-based total cost of ownership, it is targeted toward companies with execution-focused supply chain needs that require speed-to-value, resource-light system configuration and maintenance, and the ability to quickly scale their logistics operations up or down in response to market fluctuations or business requirement changes. SCALE combines the features of Trading Partner Management, Yard Management, Optimization, Warehouse Management and Transportation Execution.

Because SCALE solutions leverage a common platform, they share common data elements, and each user can access all applications through a single sign-on. Users also can set up “dashboards” that enable easy access to real-time information most relevant to their jobs. SCALE’s ease of deployment, operation and support make it a popular choice for organizations operating in countries with emerging and developing economies, and where technical support resources are limited.

SCALE is now also available as Manhattan Active SCALE, delivered in the cloud on Microsoft’s Azure platform. Manhattan Active SCALE customers receive new capability on an annual basis and enjoy full configurability and elements of technical extensibility even when delivered on Azure. We continue to offer SCALE on premise via perpetual licenses or via the cloud on a subscription basis as Manhattan Active SCALE.

Omnichannel Solutions

As omni-channelomnichannel retail has placed new demands on organizations, it has also created new software solution needs. These range from the ability to leverage inventory across the entire network to meet any demand, to providing store associates and call center representatives the means to take advantage of the available inventory. Our Manhattan Active Omni set of solutions brings together Order Management, Store Inventory & Fulfillment, Point of Sale and Customer Engagement tools into a single application built on a shared, cloud-native, microservices platform. This architecture enables our customers to more easily expand their systems to include more capabilities and quarterly product enhancements while always maintaining their customizations.

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Enterprise Omnichannel HQ Solutions - There is a wide range of new capabilities that must be leveraged at a corporate or ‘central’ level in retail today in order to enable best in classbest-in-class customer service, full inventory visibility, direct to client distribution and seamless fulfillment operations. TheOur goal is to enable an omnichannel commerce platform that can be tapped into by any selling system—such as webstore, ERP, point-of-sale, call center, and mobile app, etc. in order to more cost-effectively fulfill orderspromise and inventory demand.then meet delivery dates. Manhattan’s Enterprise Inventory builds out a complete inventory availability picture that can be updated in near-real time with feeds from the warehouse, the store and other fulfillment locations in the network. Enterprise Order Management merges this inventory availability data with demand feeds from across the organization to match supply with demand in a way that satisfiessatisfying customer delivery expectations while also striving to maximize revenue and profitability. Lastly,Finally, Manhattan offers a unique “customer engagement”Customer Engagement solution that enables telephone or web-based servicecontact center employees accessassociates to this inventory picture as well assee a holistic view of the customer, including a complete customer sales and interaction history, to better and more profitably satisfy shopper needs regardless of whether it is an exchange, a returnwhile optimizing potential revenue and profit opportunities through new orders, exchanges or a new order.

returns. Manhattan Active Omni now also includes a set of Digital Self-Service capabilities, allowing consumers to manage their orders after they have placed them.

Omnichannel Solutions for the Store - As the consumer enters the store with more information than ever, it is now vital to equip the sales associate with relevant information and capabilities to satisfy that shopper’s every demand.their demands. Store solutions include Point of Sale, available on mobile and fixed stations, to process purchase transactions and ClientelingCustomer Engagement to provide the associate with a complete picture of the shopper’s purchase history. Manhattan brings all of these solutions together on a single mobile platform to enable retailers to offer unparalleled service and convenience for the shopper.

Another important part of Local solutions is Store Inventory and Fulfillment.  Most retailers are now looking to leverage store inventory to fulfill ecommerce demand (driving greater sales revenue with less inventory).  In order to achieve this, solutions that can accurately maintain inventory integrity and enable productive, reliable fulfillment are required.  

Another important part of the Manhattan Active store offering is Store Inventory and Fulfillment. Most retailers are now looking to leverage store inventory to fulfill ecommerce demand (driving greater sales revenue with less inventory). This requires solutions that can accurately maintain inventory integrity and enable productive, reliable fulfillment. Manhattan’s Store Fulfillment solutions provide store associates with capabilities that power fulfillment experiences like buy online, pickup in store, curbside pickup, same day delivery and ship from store.

Inventory Solutions

The ability to accurately forecast demand and project inventory needs is heightened by omnichannel retail requirements that change traditional approaches to inventory management. Manhattan’s Inventory solutions address which products should be carried and the quantity that will be needed at each location by date.

Inventory Optimization - This set of applications includes sophisticated demand forecasting capabilities that can address the particularly challenging slow-moving and intermittent products that frequently result in excess inventory due to unpredictability. Also included is the Replenishment module that can evaluate inventory needs across all locations and channels. This module can even suggest transferring inventory between locations (warehouses or stores) or ‘protect’ merchandise at a store from online sales in order to save it for walk-in traffic.

Planning - Manhattan’s Planning solutions provide merchants the tools they need to create channel-, store- or region-specific assortments. These tools offer channel-specific metrics and methodologies that optimize the planning process and maximize retailer revenues.

Allocation – Manhattan’s Allocation is designed to serve the softlines/apparel market. It provides inventory planning capabilities from first receipt in the distribution center through to the end of season for a given assortment. Built on the Manhattan Active architecture, Manhattan Active Allocation is cloud native, versionless, runs on Google Cloud Platform and updated on a quarterly basis.

5Technology Platform


To fulfill increasing market demand for software-as-a-service models, Manhattan SCALETMoffers Manhattan Active Platform solutions – cloud-native products designed to provide “always current” version-less product access. The server side full stack runs exclusively on Google Cloud Platform, and end users can access the system from almost any type of device – mobile, tablet or desktop. Manhattan Active solutions are sold directly in multi-year cloud subscription arrangements, typically for a period of five years or more, providing clients with regular software updates during the contract period to ensure access to the latest product features and benefiting Manhattan with a highly predictable and regular revenue stream.

SCALEPart of the key value proposition of Manhattan Active Platform is extensibility. In addition to the business configurability offered within each line of business application, Manhattan Active Platform also allows our portfolio of logistics execution solutions built on Microsoft’s .NET® platform. Purpose built for rapid development and a value-based total cost of ownership, it is targeted toward companies with execution-focused supply chain needs that require speed-to-value, resource-light system configuration and maintenance,customers to change the underlying data model, the user interface, and the abilitycore business logic within each application. Key to quickly scale their logistics operations up or down in responsethis process is Manhattan ProActive, our developer enablement toolkit which allows for the types of technical modifications noted above (and more). While we don’t charge separately for Manhattan ProActive (it comes as part to market fluctuations orthe subscription to any Manhattan Active Platform application), we do enhance it on the same cadence as we do our line of business requirement changes. SCALE combines the features of Trading Partner Management, Yard Management, Optimization, Warehouse Management and Transportation Execution.application, i.e. quarterly.

Because SCALE leverages a common platform, solutions share common data elements and each user can access all applications through a single sign-on. Users also can set up “dashboards” that enable easy access to real-time information most relevant to their jobs. SCALE’s ease of deployment, operation and support make it a popular choice for organizations operating in countries with emerging and developing economies, and where technical support resources are limited.6


Technology Platform

Our solutions can be deployed on Linux, IBM System i, Microsoft’s .NET computing platforms, as well as on all of the major public cloud infrastructures. BecauseAs omnichannel and supply chain solutions necessarily interact with other business operation systems, our solutions are designed to interoperate with software from other providers as well as with a company’s existing legacy systems. This interfacing and open system capability enables customers to continue using existing computer resources and to choose among a wide variety of existing and emerging computer hardware and peripheral technologies. We provide a framework to facilitate rapid and reliable integration to any Enterprise Resource Planning (ERP) or host business system (including certified integration to both SAP and Microsoft Dynamics AX).  We also offer certain solutions in either on-premise software or cloud computing models so that customers can select the option that best meets their requirements for control, flexibility, cost of ownership and time-to-deployment.

Manhattan Active™ SolutionsMaintenance

As market conditions have evolved toward software-as-a-service models, Manhattan has introduced its “Manhattan Active” solution suite.  Manhattan Active products are designed specifically to deliver seamlessly connected, always current experiences.  Like all Manhattan software, the solutions can be run on any type of device – mobile, tablet, or desktop. Manhattan Active solutions are sold directly in multi-year cloud subscription arrangements, typically for a period of three to more years, providing clients with regular software updates during the contract period to ensure access to the latest product features and benefiting Manhattan with a highly predictable and regular revenue stream.

Maintenance

We offer a comprehensive program that provides our customerson-premises software licensees with software upgrades for additional or improved functionality and technological advances incorporating emerging supply chain and industry advances. Over the past three years, our annual renewal rate of customers subscribing to comprehensive support and enhancements has been greater than 90%. We are able to remotely access customer systems to perform diagnostics, provide online assistance, and facilitate software upgrades. We offer 24-hour customer support 365 days in the year plus software upgrades for ana pre-paid annual fee that is paid in advance and is based on the specific solutions the customer has and the service level required. SoftwareWe provide software upgrades are provided under this program on a when-and-if- availablewhen-and-if-available basis.

Professional Services

We advise and assist our customers in planning and implementing our solutions through our global Professional Services Organization. To ensure successful long-term customer relationships, consultants assist customers with the initial deployment of our systems, the conversion and transfer of the customer’s historical data onto our systems, and ongoing training, education and system upgrades. We believe our Professional Services teams enable customers to implement our solutions knowledgeably and in the appropriate amount of time, help customers achieve expected results from system investments, continuously identify new opportunities for supply chain advancements and meaningfully add to our industry-specific knowledge base to improve future implementations and product innovations.

Substantially all of our customers utilize some portion of our Professional Services to implement and support our software solutions. Professional Services typically are rendered under time and materials contracts, with services billed by the hour. Professional Services sometimes are rendered under fixed-fee contracts, with payments due on specific dates or milestones. We believe that increased sales of our solutions will drive higher demand for our Professional Services.

Our Professional Services team delivers deep supply chain and enterprise commerce domain expertise to our customers through industry-specific “best-practices” protocols and processes developed through the collective knowledge we have gained from 2830 years

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of implementing our supply chain solutions worldwide. We also extensively train our consulting personnel on enterprise commerce operations and on our solutions.

BusinessOur business consultants, systems analysts and technical personnel assist customers in all phases of implementing our systems, including planning and design, customer-specific module configuration, on-site implementation or conversion from existing systems and integration with customer systems such as Enterprise Resource Planning, (ERP), web- and mobile-based commerce platforms, and Material Handling Equipment (MHE) systems. At times, third-party consultants, such as those from major systems integrators, assist our customers with certain implementations.

Training and Change Management Services

We offer training and change management services for new and existing users, enabling our customers to align systems, people and processes. Services provided by Manhattan training experts cover a wide range of support from the intended design to the front-linefront line of the customer’s business, including critical end-user adoption with hands-on, live training in a virtualized Manhattan software environment. These programs are provided aton a fixed feesfee per-person, per-class.per-class basis. In addition, computer-based training programs can be purchased for a fixed fee for use at client sites. Customers can also pursue certification at the Associate or Professional level through our certification programs for Omni-channel,Omnichannel, Supply Chain or Inventory.

We offer Manhattan Training and Change Management Services are offered under six categories: Role-Based Training Paths, Comprehensive Training Programs, Change Management Services, Individual Product Training Courses, End-User Enablement and Knowledge Resources.

Hardware Sales

As a convenience for our customers, we resell a variety of hardware developed and manufactured by others, including (but are not limited to) computer hardware, radio frequency terminal networks, RFIDradio frequency identification (RFID) chip readers, bar code printers and scanners, and other peripherals. We resell all third-party hardware products and related maintenance pursuant to agreements with manufacturers or

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through distributor-authorized reseller agreements pursuant to which we are entitled to purchase hardware products and services at discount prices and to receive technical support in connection with product installations and any subsequent product malfunctions. We do not maintain hardware inventory as we generally purchase hardware from vendors only after receiving related customer orders.

Strategy

Our objective is to extend our position as the leading global commerce solutions provider for organizations intent on creating and sustaining market advantages through technology-enabled commerce solutions. Our solutions help global distributors, wholesalers, retailers, logistics providers and manufacturers successfully manage accelerating and fluctuating market demands, as well as master the increasing complexity and volatility of their local and global supply chains. We believe ourOur solutions are advanced, highly functional and highly scalable. They are designed to enable organizations to: create customer experiences consistent with their brand values; improve relationships with suppliers, customers and logistics providers; leverage investments across supply chain functions; effectively generate revenue and manage costs; and meet dynamically changing customer requirements. We believe our solutions are uniquely positioned to holistically optimize the way companies bring together omnichannel, supply chain and inventory management:

Develop and Enhance Software Solutions. We intend to continue to focus our research and development resources on enhancing our Supply Chain, Omnichannel Commerce and Inventory Solutions. We offer what we believe to be the broadest and most richly-featuredrichly featured software portfolio in the marketplace. To continuouslycontinually expand functionality and value, we plan to continue to provide enhancements to existing solutions and to introduce new solutions to address evolving industry standards and market needs. We identify these opportunities through our Product Management, Professional Services, Customer Support and Account Management organizations, through interactions such as ongoing customer consulting engagements and implementations, sessions with our solution user groups, association with leading industry analyst and market research firms and participation on industry standards and research committees. Our solutions address needs 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. We intend to continue to enhance our solutions to meet the dynamic requirements of these and new vertical markets as business opportunities dictate.

Expand International Presence. Our solutions offer significant benefits to customers in markets outsidearound the United States,world, and for organizations with global operations. We have offices in Australia, Chile, China, France, Germany, India, Italy, Japan, the Netherlands, Singapore, Spain, 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. Our Europe, Middle East, and Africa (EMEA) operations support sales, implementation services, and customer support functions for customers in Europe, as well as a number of customers across the Middle East, concentrated in countries we consider politically and economically stable. Our Asia Pacific (APAC) operations service emerging opportunities in China, Southeast Asia, and India, as well as more established markets in Japan, Australia and New Zealand. Our

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emerging markets international strategy includes leveraging the strength of our relationships with current U.S. and Europe-based customers that also have significant international operations.

Strategic Alliances and Indirect Sales Channels. We currently sell our products primarily through our direct sales personnel, and through partnership agreements with a select number of organizations in emerging markets where we do not currently have a direct sales presence. We have worked on joint projects and joint sales initiatives with industry-leading consultants and software systems implementers, including most of the large consulting firms specializing in our targeted industries, to supplement our direct sales force and professional services organization. We expand our indirect sales channels through reseller agreements, marketing agreements, and agreements with third-party logistics providers. These alliances extend our market coverage and provide us with new business leads and access to trained implementation personnel.

Acquire or Invest in Complementary Businesses. We continuously evaluate strategic acquisition opportunities of technologies, solutions and businesses that are consistent with our platform-based strategy and enable us to enhance and expand our offerings. Preferred acquisition targets are those that would be complementary tocomplement our existing solutions and technologies, expand our geographic presence and distribution channels, extend our presence into additional vertical markets with challenges and requirements similar to those we currently serve, and further solidify our leadership position within the primary components of supply chain planning and execution.

Sales and Marketing

We employ multi-disciplinary sales teams that consist of professionals with industry experience in sales and technical sales support. To date, we haveWe generated the majority of our software license and cloud subscription revenue and software license revenue through our direct sales force.sales. We plan to continue to invest in our sales, services, and marketing organizations within the Americas, EMEA and APAC, and to pursue strategic marketing partnerships. Our marketing strategy is to promote our brand, differentiate our value proposition, and generate demand for our offerings. We conduct comprehensiveuse multi-channel global marketing programs that include advertising, prospect profilingto reach new prospects and targeting,expand relationships with current customers. Our marketing efforts and lead generation public relations,activities consist primarily of press and industry analyst relations, customer endorsements, content marketing, digital marketing including social media such as LinkedIn, Twitter and YouTube, advertising, trade show attendanceshows,

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industry events, joint marketing with strategic partners, and sponsorships, supply chain conference hosting, online marketing, joint promotion programs with vendorstargeted lead generation through account-based marketing. We also host our annual Momentum and consultants,Exchange user conferences, webinars, and ongoing customer communication programs.regional user groups where the Manhattan community comes together to connect on important topics and each other, get inspired to drive their digital transformation, and get educated on Manhattan solutions and offerings.

Our sales cycle typically begins with the generation of a sales lead — through in-house marketing efforts, advertising, targeted promotions, web inquiries, trade show presence, speaking engagements, hosted seminars, or other means of referral — or the receipt of a request for proposal from a prospective customer. Leads are qualified and opportunities are closed through a process that includes telephone-based assessments of requirements;requirements, responses to requests for proposals, presentations and product demonstrations, site visits and/orand reference calls with organizations already using our supply chain solutions, and contract negotiations. Sales cycles vary substantially from opportunity to opportunity, but typically require nine to twelve months.

In addition to new customer sales, we continue to leverage our existing customer base to drive revenue from system upgrades, sales of additional licenses of purchased solutions, and sales of new or add-on solutions. To efficiently penetrate emerging global markets, we leverage indirect sales channels, including sales through reseller agreements, marketing agreements, and agreements with third-party logistics providers. To extend our market coverage, generate new business leads, and provide access to trained implementation personnel, we leverage strategic alliances with systems integrators skilled at implementing our solutions. Business referrals and leads are positively influenced by systems integrators, which include most of the large consulting firms and other systems consulting firms specializing in our targeted industries.

Our Manhattan Value Partner (Manhattan MVP™) and Manhattan GeoPartner™ programs foster joint sales and marketing with other organizations. Manhattan Value Partners are proven software and hardware providers, trusted third-party integrators and consultants who bring added value to customer engagements through vertical industry knowledge or technical specialization. Manhattan MVPs support and complement our supply chain solutions so we can provide customers with a comprehensive approach that is suited to their business requirements. This collaborative program is designed to benefit both Manhattan and our partners through tailored joint marketing, sales and, in some cases, co-development efforts. Among others, Manhattan MVPs include IBM,Google Cloud, Deloitte, Kurt Salmon part of Accenture, Strategy, Microsoft, Cap Gemini, HP,Cognizant, Zebra, Oracle and Intel.Honeywell. Manhattan GeoPartners represent a select group of companies that sell and implement our solutions in specific geographies around the world, each providing valuable localized expertise to meet customer needs in areas such as Western Europe, Eastern Europe, Russia, the Middle East, Latin America, Africa, and the Asia Pacific region.

Customers

To date, our customers have been suppliers, manufacturers, distributors, retailers, and logistics providers in a variety of industries. Our top five customers (new or pre-existing) in the aggregate accounted for 9%11%, 12%, and 8%12% of total revenue for the yearsyear ended December 31, 2017, 20162022 (“2022”), the year ended December 31, 2021 (“2021”) and 2015,the year ended December 31, 2020 (“2020”), respectively. No single customer accounted for more than 10% of our total revenue in 2017, 20162022, 2021 and 2015.2020.

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Product Development

We focus our development efforts on new product innovation and on adding new functionality to existing solutions; integrating our various solution offerings; and enhancing the operability of our solutions across our plaftormplatform and across distributed and alternative hardware platforms, operating systems, and database systems. We believe that our future success depends, in part, on our ability to continue to enhance existing solutions, to respond to dynamically changing customer requirements and to develop new or enhanced solutions that incorporate new technological developments and emerging supply chain and industry standards. To that end, development frequently focuses on base system enhancements and incorporating new user requirements and features into our solutions. As a result, we deliver packaged, highly configurable solutions with increasingly rich functionality rather than custom-developed software. We also deliver interface toolkits for many major ERP systems to enhance communication and improve data flows between our core solutions and our clients’customers’ host systems.

We leverage internal and external scientific advisors to inform our solution strategies and research and development approaches with the most advanced thinking on supply chain opportunities, challenges and technologies. Our internal research team is comprised of Ph.D.-credentialed math and science experts who work on creating and solving algorithms and other constructs that advance the optimization capabilities and other aspects of our solutions. We also regularly communicate with and are advised by experts from leading educational institutions known for their supply chain disciplines and practitioners from organizations deploying supply chain technology in innovative and market-advancing ways. Together, our research team and external advisors inform both the practical business approaches and the mathematical and scientific inventiveness of our solutions.

We conduct most research and development internally in the U.S. and India to retain domain knowledge and to promote programming continuity standards. However, we may periodically outsource some projects that can be performed separately and/or that require special

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skills. We also use third-party translation companies to localize our application software into various languages such as, but not limited to,including Chinese, French, Japanese and Spanish.

Our research and development expenses for the years ended December 31, 2017, 2016 and 2015 were $57.7 million, $54.7 million, and $53.9 million, respectively. We intend to continue to invest significantly in product development.Competition

Competition

Our solutions are solely focused on enterprise commerce capabilities. Our solutions help global distributors, wholesalers, retailers, logistics providers and manufacturers successfully manage accelerating and fluctuating market demands, as well as master the increasing complexity and volatility of their local and global supply chains. Our solutions are designed to enable organizations to: create customer experiences consistent with their brand values; improve relationships with suppliers, customers and logistics providers; leverage investments across supply chain functions; effectively generate revenue and manage costs; and meet dynamically changing customer requirements characterized by rapid technological change in an intensely competitive environment. The principal competitive factors affecting the markets for our solutions include: industry expertise; company and solution reputation; company viability; compliance with industry standards; solution architecture; solution functionality and features; integration experience, particularly with ERP providers and material handling equipment providers; ease and speed of implementation; proven return on investment; historical and current solution quality and performance; total cost of ownership; solution price; and ongoing solution support structure. We believe we compete favorably with respect to each of these factors.

Our competitors are diverse and offer a variety of solutions directed at various aspects of enterprise commerce. Existing competitors include:

Corporate information technology departments of current or potential customers capable of internally developing solutions;

ERP vendors, includingincluding: Oracle, SAP and Infor, among others;

Supply chain execution and planning vendors, including JDA Software Group, Inc. (JDA)Blue Yonder/Panasonic (formerly JDA), HighJump Software Inc.Korber (formerly HighJump), SAS Institute, Inc., and the Sterling Commerce division of IBM, amongRelex, and others;

Point of sale vendors, including Aptos, Inc., Salesforce.com, Oracle, amongand others; and

Smaller independent companies that have developed or are attempting to develop supply chain execution solutions and/or planning solutions that apply either globally or in specific countries and/or globally.

countries.

We anticipate increasedongoing competition from ERP and supply chain management (SCM) applications vendors and from 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. Some of these ERP and other potential competitors have longer operating histories; significantly more financial, technical, marketing and other resources; greater name recognition; broader solutions; and larger installed bases of customers than us. To the extent that ERP and SCM vendors or other large competitors develop or acquire systems with functionality comparable or superior to ours, their larger customer bases, long-standing customer relationships and ability to offer broader solutions outside the scope of supply chain could create significant competitive advantage

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for them. It also is possible that new competitors or alliances among current and/or new competitors could emerge to win significant market share. Increased competition could result in price reductions, fewer customer orders, reduced earnings and margins and loss of market share. In turn, this could have a material adverse effect on our business, results of operations, cash flow and financial condition.

We believe we have established meaningful competitive differentiation through our supply chain and omnichannel commerce expertise; our platform-based solution approach; our track record of continuous supply chain commerce innovation and investment; our strong and endorsing customer relationships; our significant success in deploying and supporting supply chain, inventory and omnichannel solutions for market-leading companies; our success in helping our clients address the enterprise impacts of digital commerce; and our ability to out-execute others in identifying sales opportunities and demonstrating expertise throughout the sales cycle. However, to further our market success, we must continue to respond promptly and effectively to economic consumption models such as cloud subscription, versus perpetual license, technological change and competitors’ innovations. Consequently, we cannot assure that we will not be required to make substantial additional investments in research, development, marketing, sales and customer service efforts in order to meet any competitive threat, or that we will be able to compete successfully in the future.

International Operations: Segments

We have three reportable segments based on geographic location: North and Latin America (“the Americas;Americas”); Europe, Middle East and Africa (“EMEA”); and Asia Pacific (“APAC”). For further information on our segments, see Note 78 of the Notes to our Consolidated Financial Statements. Our international revenue was approximately $168.3 million, $144.8 million, and $131.3 million for the years ended December 31, 2017, 2016 and 2015, respectively, which represents approximately 28%, 24%, and 24% of our total revenue for the years ended December 31, 2017, 2016 and 2015, respectively. International revenue includes all revenue derived from sales to customers outside the United States. At December 31, 20172022, we employed approximately 1,4902,500 employees in our international operations.

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Proprietary Rights

We rely on a combination of copyright, patent, trade secret, trademark and trade dress laws, confidentiality procedures and contractual provisions to protect our proprietary rights in our products, processes and technology. We have registered trademarks for Manhattan Associates and the Manhattan Associates logo, as well as a number of our products and features. Generally, we enter into confidentiality and assignment-of-rights agreements with our employees, consultants, customers and potential customers and limit access to, and distribution of, our proprietary information. We provide our SaaS services and license our proprietary products to our customers under services contracts and license agreements that we believe contain appropriate use and other restrictions in order to try to best protect our ownership of our services and products and our proprietary rights in them, and to protect our revenue potential from our products.potential. However, despite our efforts to safeguard and maintain our proprietary rights, we cannot ensure that we will successfully deter misappropriation, unintended disclosure or independent third-party development of our technology or our proprietary rights or information. Policing unauthorized use of our products is difficult, and, while we are unable to determine the extent to which piracy of our software solutions exists, as is the case with any software company, piracy could become a problem. Further, to the extent that we enter into transactions in countries where intellectual property laws are not well developed or are poorly enforced, our efforts to protect our proprietary rights may be ineffective. Whether we seek to enforce our proprietary rights in the U.S. or abroad, our efforts, including litigation to enforce our rights, can result in substantial costs and diversion of resources, and such efforts, or our failure to succeed in such efforts, could have a material adverse effect on our business, financial condition, results of operations or cash flows, regardless of the final outcome.

As the number of supply chain management solutions available in the marketplace increases and solution functionality continues to overlap, supply chain software may increasingly become subject to claims of infringement or other misappropriation of intellectual property. Third parties may assert infringement or misappropriation claims against us relating to our products, processes or technology. Such claims, whether or not they have merit, generally are time-consuming and may result in costly litigation, divert management’s attention or cause product shipment delays or require us to enter into royalty or licensing arrangements. Defense of infringement or other misappropriation claims, entering into royalty or licensing agreements, the unavailability of such agreements, or adverse determinations in proprietary rights litigation could have a material adverse effect on our business, results of operations, cash flow and financial condition.

Employees and Human Capital Management

At Manhattan, employees are our most-valued asset and are the key to our success. We have offices in Australia, Chile, China, France, Germany, India, Italy, Japan, the Netherlands, Singapore, Spain, the United Kingdom, and the United States, as well as representatives in Mexico and reseller partnerships in Latin America, Eastern Europe, the Middle East, South Africa, and Asia. As of December 31, 2017,2022, we employed approximately 2,7904,150 employees worldwide,worldwide.

Diversity & Inclusion: Our workforce is highly educated and diverse, which we believe is important for our continued success as a leading innovator in supply chain and omnichannel commerce software and services. Our employees comprise software developers, engineers, and other technical workers and professionals in business operations and administration. Manhattan’s PRISMTM embodies our long-standing global diversity and inclusion strategy and is driven by team members with a passion for creating an innovative and inclusive environment. It brings our diverse cultures together to form a collective brilliance in an environment where individuals from all backgrounds and experiences can feel comfortable as themselves. Through PRISM, we offer our Women’s Initiative Network (WINTM) and our Multicultural Network (MCNTM). We also have a dedicated learning path for all employees regarding diversity and inclusion.

Talent Acquisition, Retaining, and Engagement: We employ several strategies for attracting, retaining, and engaging our talented workforce. To build a steady and diverse pipeline of talent, we have a robust in-house recruiting program, which 1,310includes campus recruiting focused on universities with leading supply chain, engineering, and computer science programs. Further, we employ recruiting processes that mitigate unconscious biases and promote diverse candidate pools. Additionally, we cultivate partnerships with organizations focused on hiring women, minorities, individuals with disabilities, and veterans, including Circa, Technologists of Color, and Society of Women Engineers. Our campus programs include recruitment at historically black colleges and universities (HBCUs) and other schools with a high percentage of females and minorities enrolled in engineering and computer science programs. Further, as a federal contractor, we comply with federal contractor affirmative action requirements to employ and advance women, minorities, individuals with disabilities, and protected veterans.

To attract and retain employees, we provide competitive compensation and benefits programs, employee recognition, career development opportunities, and access to continual growth through online learning platforms, external training, and in-house live training.

To further employee enrichment and engagement, we periodically survey our employees regarding their engagement levels. We use these survey results to determine how we can continue to create work environments that enable and energize our employees and to develop a positive culture. None of our U.S. employees are basedsubject to a collective bargaining agreement; our employees in both France

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(approximately 160 employees) and the Netherlands (approximately 90 employees) are represented by employee works councils. Globally, we have experienced no work stoppages, and we believe our relations with our employees are strong.

Social Responsibility: At Manhattan, we provide opportunities for our employees to take a full day each year to give back to their communities. We call this our Manhattan PurposeTM day. We also give our employees multiple opportunities to serve through community partnerships that we cultivate through our Manhattan ConnectTM program.

Well-being: We support the mental, emotional, physical, and financial well-being of our employees around the world with various company-provided programs and self-service tools, including free virtual mental health counseling, free gym access in certain locations, and free educational webinars, speakers, and other resources for personal financial and benefit plan management. In 2022, we hired our first director of global well-being, who oversees our well-being programs and continues to look for ways to enhance our offerings.

Environmental, Social and Governance (ESG)

At Manhattan, we are committed to meeting our responsibilities to our stakeholders in the Americas, 220 in EMEA,areas of Environmental, Social and 1,260 in APAC (including India)Governance (ESG) and believe our ESG objectives align favorably with their interests. Our Environmental, Social and Governance (ESG) Steering Committee, chaired by our CEO, overseen by our Board of Directors, and representing various levels of company management, sets our ESG objectives, ensures our focus and track our progress. More information on our ESG programs can be found on our ESG website, https://www.manh.com/esg.

Available Information

We file annual, quarterly and current reports and other information with the Securities and Exchange Commission (the “SEC” or the “Commission”). These materials can be inspected and copied at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Copies of these materials may also be obtained by mail at prescribed rates from the SEC’s Public Reference

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Room at the above address. Information about the Public Reference Room can be obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

On our website, www.manh.com, we provide free of charge our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments thereto, as soon as reasonably practicable after they have been electronically filed or furnished to the SEC. Information contained on our website is not part of this Form 10-K or our other filings with the SEC.

Additionally, our code of business conduct and ethics and the charters of the Audit, Compensation, and Nomination and Governance Committees of theour Board of Directors are available on our website.

Item 1A. Risk Factors

Item 1A.

Risk Factors

You should consider the following and other risk factors in evaluating our business or an investment in our common stock. The occurrence of adverse events described in the following risk factors or other adverse events not described in the following risk factors could have a material adverse effect on our business, results of operations, cash flow and financial condition, and could cause the trading price of our common stock to decline.

We now offer certainRisks Related to Our Business

The effects of our solutionsa pandemic or major public health concern such as cloud subscriptions, which will adversely affect our revenue and earnings in the transition period and make predicting our revenue, earnings and cash flow more difficult. We began offering more of our solutions under a cloud subscription option in 2017, in addition to our perpetual license option. Under a cloud subscription, customers pay a periodic fee for the right to use our software within a cloud-based environment that we provide and manage over a specified period of time. We believe that over time a growing number of our customers will elect to purchase our solutions as cloud subscriptions rather than under an on-premise perpetual license.

Until we have fully transitioned to a stable mix of cloud subscription and on-premise perpetual license arrangements, we expect our combined license and cloud subscription revenue will decrease due to the difference in revenue recognition for a cloud subscription (for which revenue is recognized ratably over the term of the subscription arrangement) and a perpetual license (for which revenue is generally recognized upon purchase) and that our maintenance revenue (which comprises a significant portion of our revenue) may also decrease due to software enhancement and support being included in the cloud subscription offering.

Our revenue, earnings and cash flow are based on the mix of revenue between cloud subscription and perpetual license revenue including timing, number and size of deals. If a greater percentage of our customers purchase our solutions as cloud subscriptions in any period, our revenue, earnings and cash flow will likely fall below expectations for that period, whichCOVID-19 pandemic could cause our stock price to decline.

Economic, political and market conditions canmaterially adversely affect our business, results of operations cash flow and financial condition. In March 2020, the World Health Organization declared the outbreak of the novel coronavirus, and the disease it causes, COVID-19, a pandemic. The pandemic spread throughout the U.S. and the world and has resulted in authorities implementing numerous measures from time to time to contain the virus, including travel bans and restrictions, quarantines, shelter-in-place orders, and business limitations and shutdowns. While we are unable to completely predict the full impact that a pandemic and related remedial measures will have on our results from operations, financial condition, liquidity and cash flows due to numerous uncertainties, including the duration and severity of the pandemic and containment measures, our revenue growthcompliance with these measures could impact our day-to-day operations and could disrupt our business and operations, as well as that of our customers, suppliers and other counterparties, for an indefinite period of time.

The negative effects of a global pandemic such as COVID-19 on the overall economy could cause our revenues and profitability to decline for numerous reasons, including:

Our customers could implement cost-saving measures, which may include reductions in information technology expense or requests for extended payment terms;
Some customers could file for bankruptcy;
Forced store closures could accelerate pre-existing disruption in the retail sector; and/or

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The spending habits of our customers’ customers could change, reducing our customers’ own revenues and profitability, which in turn could adversely affect our stock price. Our business is influenced by a range of factors that are beyond our controlrevenues and thatprofitability.

While we have no comparative advantageexperienced strong demand during 2022 and expect continued growth for our cloud solutions, sales cycles could extend as our customers and prospects continue to evaluate our solutions, including Manhattan Active Warehouse Management.

In addition, restrictions on in-person interaction, whether occasioned by government orders or changed habits or customs regarding social distancing and group activity after the expiration of strict government measures, may have a material impact on our business. For instance, implementation of our software may be impeded if either our personnel or our customer’s information technology personnel are working remotely.

A decrease in forecasting. These include:

general economic and business conditions;

overall demand for enterprise software and services;

governmental policy, budgetary constraints or shifts in government spending priorities;

general geo-political developments; and

currency exchange rate fluctuations.

Macroeconomic developments like the continued slow pace of economic recovery in the United States and Europe and in parts of Asia and South Americarevenues could also negatively affect our business,liquidity, as we primarily rely on cash generated from operating results, financial condition and outlook, which, in turn, could adversely affect our stock price. Any general weakening of, and related declining corporate confidence in, the global economy or the curtailment in government or corporate spending could cause current or potential customers to reduce or eliminate their information technology budgets and spending, which could cause customers to delay, decrease or cancel purchases of our products and services or cause customers not to pay us or to delay paying us for previously purchased products and services.

In addition, political unrest and the related potential impact on global stability, terrorist attacks and the potential for other hostilities in various parts of the world, potential public health crises and natural disasters continue to contribute to a climate of economic and political uncertainty that could adversely affect our results of operations and financial condition, including our revenue growth and profitability.

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Our inability to attract, integrate, and retain management and other personnel could adversely impact our business, results of operations, cash flow, and financial condition. Our success greatly depends on the continued service of our executives, as well as our other key senior management, technical personnel, and sales personnel. Our success will depend on the ability of our executive officers to work together as a team. The loss of any of our senior management or other key professional services, research and development, sales and marketing personnel—particularly if they are lost to competitors—could impair our ability to grow our business. We do not maintain key man life insurance on any of our executive officers.

Our future success will depend in large part upon our ability to attract, retain, and motivate highly skilled employees. We face significant competition for individuals with the skills required to perform the services we offer, and thus we may encounter increased compensation costs that are not offset by increased revenue. In the broader technology industry in which we compete for talented hires, there is substantial and continuous competition for engineers with high levels of experience in designing, developing and managing software, as well as competition for sales executives and operations personnel. We cannot guarantee that we will be able to attract and retain sufficient numbers of these highly skilled employees or motivate them. Because of the complexity of the supply chain market, we may experience a significant time lag between the date on which technical and sales personnel are hired and the time at which these persons become fully productive.

We may not be able to continue to successfully compete with other companies. We compete in markets that are intensely competitive and are expected to become more competitive as current competitors expand their product offerings. Our current competitors come from many segments of the software industry and offer a variety of solutions directed at various aspects of the extended supply chain, as well as the enterprise as a whole. We face competition for product sales from:

corporate information technology departments of current or potential customers capable of internally developing solutions;

ERP vendors, including Oracle, SAP, and Infor, among others;

supply chain execution and planning vendors, including JDA Software Group, Inc. (JDA), HighJump Software Inc., SAS Institute Inc., and the Sterling Commerce division of IBM, among others;

Point of sale vendors, including Aptos, Inc., Salesforce.com, Oracle, among others; and

smaller independent companies that have developed or are attempting to develop supply chain execution solutions and/or supply chain planning solutions that apply in specific countries and/or globally.

We anticipate facing increased competition from ERP and supply chain management (SCM) 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. Some of these ERP and other potential competitors have longer operating histories, significantly more financial, technical, marketing, and other resources, greater name recognition, broader solutions, and larger installed bases of customers than do we. To the extent that ERP and SCM vendors or other large competitors develop or acquire systems with functionality comparable or superior to ours, their larger customer bases, long-standing customer relationships, and ability to offer broader solutions outside the scope of supply chain could create significant competitive advantage for them. It also is possible that new competitors or alliances among current and/or new competitors could emerge to win significant market share. Increased competition could result in price reductions, fewer customer orders, reduced earnings and margins, and loss of market share. In turn, this could have a material adverse effect on our business, results of operations, cash flow, and financial condition.

We believe the domain expertise required to continuously innovate supply chain technology in our target markets, effectively and efficiently implement solutions, identify and attract sales opportunities, and compete successfully in the sales cycle provides us with a competitive advantage and is a significant barrier to market entry. However, in order to be successful in the future, we must continue to respond promptly and effectively to technological change and competitors’ innovations, and consequently we cannot assure you that we will not be required to make substantial additional investments in connection with our research, development, marketing, sales, and customer service efforts in order to meet any competitive threat, or that we will be able to compete successfully in the future. Some of our competitors have significant resources at their disposal, and the degree to which we will compete with their new innovative products in the marketplace is undetermined.

Our pricing models may need to be modified due to price competition. The competitive markets in which we operate may oblige us to reduce our prices in order to contend with the pricing models of our competitors. If our competitors discount certain products or services, we may have to lower prices on certain products or services in order to attract or retain customers. Any such price modifications would likely reduce margins and could adversely affect our business, results of operations, cash flow, and financial condition.

Our operating results are substantially dependent on one line of business. We continue to derive our revenues from sales of our supply chain commerce solutions software and related services and hardware. Any factor adversely affecting the markets for supply chain solutions could have an adverse effect on our business, results of operations, cash flow, and financial condition.

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Accordingly, our future operating results will depend on the demandactivities for our supply chain commerce products and related services and hardware by our customers, including new and enhanced releases that we subsequently introduce. We cannot guarantee that the market will continue to demand our current productsliquidity needs. Compounding this issue, a pandemic may make outside capital less available or we will be successful in marketing any new or enhanced products. If our competitors release new products that are superior to our products in performance or price, demand for our products may decline. A decline in demand for our products as a result of competition, technological change, or other factors would reduce our total revenues and harm our ability to maintain profitability.more expensive.

Our future revenue is dependent on continuing sales from software licenses and cloud subscriptions, which in turn drive sales of post-contract support and professional services. We are dependent on our new customers as well as our large installed customer base to purchase additional software licenses, cloud subscriptions post-contract support, and professional services from us. Our post-contract support agreements are generally for a one-year term and our professional services agreements generally only cover a particular engagement. In future periods customers may not license additional products,discontinue the cloud subscriptions and in turn may not renew post-contract support agreements or purchase additional professional services from us. If our customers decide not to license or purchase these products and services from us,discontinue the cloud subscription, or if they reduce the scope of their post-contract support or hosting or professional services agreements, our revenue could decrease significantly, and that could have a material adverse effect on our business, results of operations, cash flow and financial condition.

In addition, many of our customers are using older versions of our products for which we are no longer developing any further upgrades or enhancements. While we intend to migrate our customers who are using these versions to newer versions, products or products,convert them to cloud subscription, there can be no assurance that these customers will do so. If customers using older versions of our products decide not to license our current software products, or decide to discontinue the use of our products and associated post-contract support services, our revenue could decrease and our operating results could be materially adversely affected.

Our software may contain undetected errors or “bugs” causing harm to our reputation, which could adversely impact our business, results of operations, cash flow, and financial condition. Software products as complex as those we offer might contain undetected errors or failures when we first introduce them or when we release new versions. Despite testing, we cannot ensure errors will not be found in new products or product enhancements after commercial release. Any errors could cause substantial harm to our reputation, result in additional unplanned expenses to remedy any defects, delay the introduction of new products, result in the loss of existing or potential customers, or cause a loss in revenue. Further, such errors could subject us to customer claims for significant damages, and we cannot guarantee courts would enforce the provisions in our customer agreements limiting our damage liability. In turn, this could materially affect our business, results of operations, cash flow, and financial condition.

If we encounter defects, delays or interruptions in our cloud subscription services, the demand for these services could diminish, and we could incur significant liability. We currently utilize data center hosting facilities, which are managed by third-parties, to provide cloud-basedcloud solutions and hosting services to our customers. If the data center facilities fail or encounter any damage, it could result in interruptions in services to our customers. This could result in unanticipated downtime for our customers, and in turn, our reputation and business could be adversely affected. In addition, if our customers use our cloud-basedcloud arrangements in unanticipated ways, this could cause an interruption in service for other customers attempting to access their data.

If any defects, delays or interruption in our cloud-basedcloud solutions occurs,occur, customers could elect to cancel their service, delay or withhold payment to us, not purchase from us in the future or make claims against us, which could adversely affect our business reputation, results of operations, cash flow, and reputation.financial condition.

If our data protection or other security measures are compromised and, as a result, our data, our customers’ data or our IT systems are accessed improperly, made unavailable, or improperly modified, our products and services may be perceived as vulnerable, possibly damaging our brand and reputation, disrupting the IT services we provide to our customers, and causing our customers to stop using our products and services, all of which could reduce our revenue and earnings, increase our expenses and expose us to legal claims and regulatory actions. Our products and services can store, retrieve, manipulate and manage our customers’ information and data as well as our own. We have a reputation for secure and reliable software products and services and invest time and resources in protecting the integrity and security of our products, services and internal and external data that we manage.

Nevertheless, we encounter attempts by third parties to penetrate or bypass our data protection and other security measures and gain unauthorized access to our networks, systems and data or compromise our customers’ confidential information or data. Unauthorized third parties also could improperly access or modify data as a result of employee or supplier error or malfeasance and third parties may attempt to fraudulently induce employees or customers into disclosing sensitive information such as user names, passwords or other information.

These risks are persistent and likely will increase as we continue to grow our cloud offerings and services and store and process increasingly large amounts of our customers’ confidential information and data. We also may acquire companies, products, services and technologies and inherit such risks when we integrate these acquisitions within Manhattan.

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If a cyber-attack or other security incident were to occur, we could suffer damage to our brand and reputation, which could reduce our revenue and earnings, increase our expenses to address and fix the incidents and expose us to legal claims and regulatory actions.

Further, as regulatory focus on privacy issues continues to increase and become more complex, these potential risks to our business will intensify. Changes in laws or regulations associated with the enhanced protection of certain types of sensitive data could greatly increase our cost of providing our products and services.

Delays in implementing our products could adversely impact our business, results of operations, cash flow, and financial condition. Due to the size and complexity of most of our software implementations, our implementation cycle can be lengthy and may result in delays. Our products may require modification or customization and must integrate with many existing computer systems and software programs of our customers. This can be time-consuming and expensive for customers and can result in implementation and deployment delays of our products. Additional delays could result if we fail to attract, train, and retain services personnel, or if our alliance companies fail to commit sufficient resources towards implementing our software. These delays and resulting customer dissatisfaction could limit our future sales opportunities, impact revenue, and harm our reputation.reputation, and adversely impact results of operations, cash flow, and financial condition.

Our liability to clients may be substantial if our systems fail, which could adversely impact our business, results of operations, cash flow, and financial condition. Our products are often critical to the operations of our customers’ businesses and provide benefits that may be difficult to quantify. If our products fail to function as required—which, as described in more detail above,in other risk factors, could be due to software bugs, cloud hosting service failures, security breaches, faulty implementations or other reasons—we may be subject to claims for substantial damages. Courts may not enforce provisions in our contracts that would limit our liability or otherwise protect us from liability for damages. Defending a lawsuit, regardless of its merit, could be costly and divert management’s time and attention. Although we maintain general liability insurance and error and omissions coverage, these coverages may not continue to be available on reasonable terms or in sufficient amounts to cover claims against us. In addition, our insurer may disclaim coverage as to any future claim. If claims exceeding the available insurance coverage are successfully asserted against us, or our insurer imposes premium increases or large deductibles or co-insurance requirements on us, then our business, results of operations, cash flow, and financial condition could be adversely affected.

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Our ability to sell our softwarecloud solutions is highly dependent on the quality of our services offerings, and our failure to offer high quality services could adversely impact our business, results of operations, cash flow, and financial condition. Most of our customers rely to some extent on our professional services to aid in the implementation of our software solutions. Once our software has been installed and deployed, our customers may depend on us to provide them with ongoing support and resolution of issues relating to our software. Therefore, a high level of service is critical for the continued marketing and sale of our solutions. If we or our partners do not efficiently and effectively install and deploy our software products, or succeed in helping our customers quickly resolve post-deployment issues, our ability to sell software products to these customers would be adversely affected and our reputation in the marketplace with potential customers could suffer.

Our international operationspricing models may need to be modified due to price competition. The competitive markets in which we operate may oblige us to reduce our prices in order to contend with the pricing models of our competitors. If our competitors discount certain products or services, we may have many associated risks. We continue to strategically manage our presencelower prices on certain products or services in international markets,order to attract or retain customers. Any such price modifications would likely reduce margins and these efforts require significant management attention and financial resources. We may not be able to successfully penetrate international markets, or, if we do, there can be no assurance that we will grow our business in these markets at the same rate as in North America. Because of these inherent complexities and challenges, lack of success in international markets could adversely affect our business, results of operations, cash flow, and financial condition.

We have international offices in Americas: the United States and Chile; in Europe: the United Kingdom, the Netherlands, France and Germany; and in Asia: China, Japan, Singapore, and India; and Australia. We have committed resources to maintaining and further expanding, where appropriate, our sales offices and sales and support channels in key international markets. However, our efforts may not be successful. International sales are subject to many risks and difficulties, including those arising from the following: building and maintaining a competitive presence in new markets; staffing and managing foreign operations; managing international systems integrators; complying with a variety of foreign laws; producing localized versions of our products; import and export restrictions and tariffs; enforcing contracts and collecting accounts receivable; unexpected changes in regulatory requirements; reduced protection for intellectual property rights in some countries; potential adverse tax treatment; less stringent adherence to ethical and legal standards by prospective customers in some countries; language and cultural barriers; currency fluctuations; political and economic instability abroad; and seasonal fluctuations.

Our operating results may include foreign currency gains and losses. Due to our international operations, we conduct a portion of our business in currencies other than the United States dollar. Our revenues, expenses, operating profit and net income are affected when the dollar weakens or strengthens in relation to other currencies. In addition, we have a large development center in Bangalore, India, that does not have a natural in-market revenue hedge to mitigate currency risk to our operating expense in India. Fluctuations in the value of other currencies, particularly the Indian rupee, could materially impact our revenues, expenses, operating profit and net income.

Our research and development activities may not generate significant returns. Our product development activities are costly, and recovering our investment in product development may take a significant amount of time, if it occurs at all. We anticipate continuing to make significant investments in software research and development and related product opportunities because we

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believe that we must continue to allocate a significant amount of resources to our research and development activities in order to compete successfully. We cannot estimate with any certainty when we will, if ever, receive significant revenues from these investments.

We may encounter long sales cycles, particularly with our larger customers, which could have an adverse effect on the amount, timing, and predictability of our revenue, adversely affecting our business, results of operations, cash flow, and financial condition. Our products have lengthy sales cycles, which typically extend from nine to twelve months and may take up to several years. Potential and existing customers, particularly larger enterprise customers, often commit significant resources to an evaluation of available solutions and services and require us to expend substantial time and resources in connection with our sales efforts. The length of our sales cycles also varies depending on the type of customer to which we are selling, the product being sold, and customer requirements. We may incur substantial sales and marketing expenses and expend significant management effort during this time, regardless of whether we make a sale. Many of the key risks relating to sales processes are beyond our control, including: our customers’ budgetary and scheduling constraints; the timing of our customers’ budget cycles and approval processes; our customers’ willingness to replace their currently deployed software solutions; and general economic conditions.

As a result of these lengthy and uncertain sales cycles of our products and services, it is difficult for us to predict when customers may purchase products or services from us, thereby affecting when we can recognize the associated revenue, and our operating results may vary significantly and may be adversely affected. The length of our sales cycle makes us susceptible to having pending transactions delayed or terminated by our customers if they decide to delay or withdraw funding for IT projects. Our customers may decide to delay or withdraw funding for IT projects for various reasons, including, but not limited to, global economic cycles and capital market fluctuations.

Our operating results are difficultability to predictmaintain and could causedevelop our stock pricebrand is critical for our continued success. The brand identity we have developed has significantly contributed to fall. Our quarterly revenue and operating results are difficult to predict and can fluctuate significantly from quarter to quarter. If our quarterly revenue or operating results fall below the expectations of investors or public market analysts, the pricecontinued success of our common stock could fall substantially.business. Our quarterly revenueability to maintain and develop our brand is difficult to forecast for several reasons, including the following: global macro-economic disruptions; credit and equity market disruptions, which can significantly impact capital availability and spend timingcritical in expanding our base of customers, partners and employees. Our brand will depend largely on our ability to remain a technology leader and continue to provide high-quality innovative products, services, and features. Significant investments may be required in order to maintain and develop our brand. However, the investments may later be proven to be unsuccessful. If we fail to maintain and develop our brand, or potential customers; the varying sales cycle for our products and services from customer to customer, including multiple levels of authorization required by some customers; the varying demand for our products; customers’ budgeting and purchasing cycles; potential deferral of license revenue well after entering into a license agreement due to extended payment terms, including, although infrequent, payment terms in a contract extending beyond twelve months, significant software modifications, future software functionality deliverables not on a stand-alone basis, or other negotiated terms that preclude software revenue recognition under U.S. general accepted accounting principles; delaysif we incur excessive expenses in our implementations at customer sites; timing of hiring new services employees and the rate at which these employees become productive; timing of introduction of new products; development and performance ofefforts to do so, our distribution channels; and timing of any acquisitions and related costs.

As a result of these and other factors, our license revenue is difficult to predict. Because our revenue from services is largely correlated to our license revenue, a decline in license revenue could also cause a decline in our services revenue in the same quarter or in subsequent quarters. In addition, an increase or decrease in hardware sales, which provide us with lower gross margins than sales of software licenses or services, may cause variations in our quarterly operating results.

Most of our expenses, including employee compensation and rent, are relatively fixed. In addition, our expense levels are based, in part, on our expectations regarding future revenue increases. As a result, any shortfall in revenue in relation to our expectations could cause significant changes in our operating results from quarter to quarter and could result in quarterly losses. As a result of these factors, we believe that period-to-period comparisons of our revenue levels and operating results are not necessarily meaningful. Historical growth rates and historical quarterly revenue and operating results may not be a good indicator of futurebusiness, operating results and reliance on historical results should notfinancial condition may be used to predict our future performance.materially and adversely affected.

Our technology must be advanced if we are to remain competitive. The market for our products is characterized by rapid technological change, frequent new product introductions and enhancements, changes in customer demands, and evolving industry standards. Our existing products could be rendered obsolete if we fail to continue to advance our technology. We have also found that the technological life cycles of our products are difficult to estimate, partially because of changing demands of other participants in the supply chain. We believe that our future success will depend in large part upon our ability to continue to enhance our current product line while we concurrently develop and introduce new products that keep pace with competitive and technological developments. These developments require us to continue to make substantial product development investments. Although we are presently developing a number of product enhancements to our product sets, we cannot assure you that these enhancements will be completed on a timely basis or gain customer acceptance.

Our failure to manage the growth of our operations may

Economic, political and market conditions can adversely affect our business, results of operations, cash flow and financial condition,. We plan including our revenue growth and profitability, which in turn could adversely affect our stock price. Our business is influenced by a range of factors that are beyond our control and that we have no comparative advantage in forecasting. These include:

general economic and business conditions;
interest rate and inflation rate trends and fluctuations;
overall demand for enterprise software and services;
governmental policy, budgetary constraints or shifts in government spending priorities;

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general geo-political developments, such as the war in Ukraine; and
currency exchange rate fluctuations.

Macroeconomic developments in the United States and Europe and in parts of Asia and South America could negatively affect our business, operating results, financial condition and outlook, which, in turn, could adversely affect our stock price. Any general weakening of, and related declining corporate confidence in, the global economy or the curtailment in government or corporate spending could cause current or potential customers to reduce or eliminate their information technology budgets and spending, which could cause customers to delay, decrease or cancel purchases of our products and services; or cause customers not to pay us; or to delay paying us for previously purchased products and services.

In addition, political unrest and the related potential impact on global stability, acts of war or terrorism and the potential for other hostilities in various parts of the world, as well as potential public health crises and natural disasters continue to increasecontribute to a climate of economic and political uncertainty that could adversely affect our results of operations and financial condition, including our revenue growth and profitability.

Disruption in our vertical markets could materially affect our revenues and results of operations. Our largest market, retail, is experiencing significant business disruption and transformation, primarily driven by digital commerce. We believe that disruption is causing many traditional retailers to assess the scopechallenges of the transformation and evaluate their store networks and costs, as they face increasing competitive pressures from ecommerce retailers. Since our operations domestically and internationally. This growth may place asolutions often require our customers to make significant straincapital investments, traditional retailers could delay purchase decisions on our management systemsproducts. While this disruption may present significant opportunity for our company, we believe extended sales cycles for large cloud subscriptions could have a material adverse effect on our revenues and resources. We may further expand domestically or internationally through internal growth or through acquisitionsresults of related companiesoperations.

Inability to attract, integrate, and technologies. If we fail to maintain continuity in our executive officers; develop the management skills of our managers and supervisors; attract, retain train, and motivate our employees; improve

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our operational, financial, and management controls; and maintain adequate reporting systems and procedures and our management and information control systems,other personnel could adversely impact our business, results of operations, and cash flow, could be negatively impacted.

We incorporate third-party softwareand financial condition. Our success greatly depends on the continued service of our executives, as well as our other key senior management, technical personnel, and sales personnel. Our future success will depend in our solutions, the failure or unavailability of which could adversely affectlarge part upon our ability to sell, support,attract, retain, and service our products. motivate highly skilled executives and employees. We incorporateface significant competition for individuals with the skills required to perform the services we offer, and include third-partythus we may encounter increased compensation costs that are not offset by increased revenue. In the broader technology industry in which we compete for talented hires, there is substantial and continuous competition for engineers with high levels of experience in designing, developing and managing software, intoas well as competition for sales executives and with certainoperations personnel. We cannot guarantee that we will be able to attract and retain sufficient numbers of our productsthese highly skilled employees or motivate them. Because of the complexity of the supply chain market, we may experience a significant time lag between the date on which technical and solutionssales personnel are hired and expectthe time at which these persons become fully productive.

We may not be able to continue to do so. The operation of our products could be impaired if theresuccessfully compete with other companies. We compete in markets that are defects in that third-party software. It may be difficult for usintensely competitive and are expected to correct any defects in third-party software because the development and maintenancebecome more competitive as current competitors expand their product offerings. Our current competitors come from many segments of the software industry and offer a variety of solutions directed at various aspects of the extended supply chain, as well as the enterprise as a whole. We face competition for product sales from:

Corporate information technology departments of current or potential customers capable of internally developing solutions;
ERP vendors, including: Oracle, SAP, and Infor, among others;
Supply chain execution and planning vendors, including Blue Yonder/Panasonic (formerly JDA), Korber (formerly HighJump), SAS Institute, the Sterling Commerce division of IBM, Relex, and others;
Point of sale vendors, including Aptos, Oracle, and others; and
Smaller independent companies that have developed or are attempting to develop supply chain execution solutions or planning solutions that apply either globally or in specific countries.

Some of these potential competitors have longer operating histories, significantly more financial, technical, marketing, and other resources, greater name recognition, broader solutions, and larger installed bases of customers than we do. We believe the domain expertise required to continuously innovate supply chain technology in our target markets, effectively and efficiently implement solutions, identify and attract sales opportunities, and compete successfully in the sales cycle provides us with a competitive advantage and is not within our control. Such defects could adversely affect our business.

In addition, there cana significant barrier to market entry. However, in order to be no assurance that these third parties willsuccessful in the future, we must continue to respond promptly and effectively to technological change and competitors’ innovations, and consequently we cannot assure you that we will not be required to make their software availablesubstantial additional investments in connection with our research, development, marketing, sales, and customer service efforts in order to us on acceptable terms,meet any competitive threat, or at all; not make their products availablethat we will be able to compete successfully in the future. Some of our competitors on more favorable terms; investhave significant resources at their disposal, and the appropriate levelsdegree to which we will compete with their new innovative products in the

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marketplace is undetermined. Increased competition could result in price reductions, fewer customer orders, reduced earnings and margins, and loss of resources in their products and services to maintain and enhance the capabilities of their software; or remain in business. Any impairment in our relationship with these third parties or our ability to license or otherwise use their softwaremarket share. In turn, this could have a material adverse effect on our business, results of operations, cash flow, and financial condition.

Our operating results are substantially dependent on one line of business. We continue to derive our revenues from sales of our supply chain cloud solutions and related professional services. Accordingly, any factor adversely affecting the markets for supply chain cloud solutions could have an adverse effect on our business, results of operations, cash flow, and financial condition.

Our research and development activities may not generate significant returns. We anticipate continuing to make significant investments in software research and development and related product opportunities because we believe that we must continue to allocate a significant amount of resources to our research and development activities in order to compete successfully. We cannot estimate with any certainty when we will, if ever, receive significant revenues from these investments.

Our growth is dependent upon the successful development of our direct and indirect sales channel mix. We believe that our future growth also will depend on further developing and maintaining a successful direct sales force and strategic relationships with systems integrators and other technology companies. We invest significant resources to maintain and develop our sales channels. Our investment could adversely affect our operating results if these efforts do not generate cloud and services revenue necessary to offset the investment.

Mergers or other strategic transactions involving our competitors could weaken our competitive position or reduce our revenue. Our competitors have been consolidating, which may make them more formidable. Competing with stronger companies may cause us to experience pricing pressure and loss of market share, either of which could have a material adverse effect on our business, results of operations, cash flow, and financial condition.

Our business, results of operations, cash flow, and financial condition may be adversely affected if we cannot integrate acquired companies or manage joint ventures. We may from time to time acquire companies with complementary products and services. These acquisitions will expose us to increased risks and costs, including those arising from the following: assimilating new operations and personnel; diverting financial and management resources from existing operations; and integrating acquired technologies. We may not be able to generate sufficient revenue from any of these acquisitions to offset the associated acquisition costs. We may also evaluate joint venture relationships with complementary businesses. Any joint venture we enter into would involve many of the same risks posed by acquisitions, particularly the following: risks associated with the diversion of resources; the inability to generate sufficient revenue; the management of relationships with third parties; and potential additional expenses.

Our business may require additional capital. We may require additional capital to finance our growth or to fund acquisitions or investments in complementary businesses, technologies or product lines. Our capital requirements may be impacted by many factors, including: demand for our products; the timing of and extent to which we invest in new technology; the timing of and extent to which we acquire other companies; the level and timing of revenue; the expenses of sales and marketing and new product development; the success and related expense of increasing our brand awareness; the cost of facilities to accommodate a growing workforce; the extent to which competitors are successful in developing new products and increasing their market share; and the costs involved in maintaining and enforcing intellectual property rights.

Fires or other catastrophic events at our principal facilities could disrupt our business. Fires, natural disasters or other catastrophic events, particularly those affecting our Atlanta headquarters or India research and development center, may cause damage or disruption to our operations, and thus could have a strong negative effect on us. Our business operations are subject to interruption by natural disasters, fire, power shortages, pandemics and other events beyond our control. Although we maintain crisis management and disaster response plans, such events could make it difficult or impossible for us to deliver our services to our customers.

Risks Related to Our Intellectual Property and Cybersecurity

Our software may contain undetected errors or “bugs” causing harm to our reputation, which could adversely impact our business, results of operations, cash flow, and financial condition. Software products as complex as those we offer might contain undetected errors or failures when we first introduce them or when we release new versions. Despite testing, we cannot ensure errors will not be found in new products or product enhancements after commercial release. Any errors could cause substantial harm to our reputation, result in additional unplanned expenses to remedy any defects, delay the introduction of new products, result in the loss of existing or potential customers, or cause a loss in revenue. Further, such errors could subject us to customer claims for significant damages, and we cannot guarantee courts would enforce the provisions in our customer agreements limiting our damage liability. In turn, this could materially affect our business, results of operations, cash flow, and financial condition.

If our data protection or other security measures are compromised and, as a result, our data, our customers’ data or our IT systems are accessed improperly, made unavailable, or improperly modified, our products and services may be perceived as

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vulnerable, possibly damaging our brand and reputation, disrupting the IT services we provide to our customers, and causing our customers to stop using our products and services, all of which could reduce our revenue and earnings, increase our expenses and expose us to legal claims and regulatory actions. Our products and services can store, retrieve, manipulate and manage our customers’ information and data as well as our own. We have a reputation for secure and reliable software products and services and invest time and resources into protecting the integrity and security of our products, services and internal and external data that we manage.

Nevertheless, we encounter attempts by third parties to penetrate or bypass our data protection and other security measures and gain unauthorized access to our networks, systems and data or compromise our customers’ confidential information or data. Unauthorized third parties also could improperly access or modify data as a result of employee or supplier error or malfeasance and third parties may attempt to fraudulently induce employees or customers into disclosing sensitive information such as user names, passwords or other information.

These risks are persistent and likely will increase as we continue to grow our cloud offerings and services and store and process increasingly large amounts of our customers’ confidential information and data. We also may acquire companies, products, services and technologies and inherit such risks when we integrate these acquisitions within Manhattan.

If a cyber-attack or other security incident were to occur, we could suffer damage to our brand and reputation, which could reduce our revenue, earnings, and operating cash flow resulting from increased expenses, including potential legal claims and regulatory actions to address and fix the incidents.

Further, as regulatory focus on privacy issues continues to increase and become more complex, these potential risks to our business will intensify. Changes in laws or regulations associated with the enhanced protection of certain types of sensitive data could significantly increase our cost of providing our products and services.

The use of open source software in our products may expose us to additional risks and harm our intellectual property, which could adversely impact our business, results of operations, cash flow, and financial condition. Some of our products use or incorporate software that is subject to one or more open source licenses. Open source software is typically freely accessible, usable and modifiable. Certain open source software licenses require a user who intends to distribute the open source software as a component of the user’s software to disclose publicly part or all of the source code to the user’s software. In addition, certain open source software licenses require the user of such software to make any derivative works of the open source code available to others on unfavorable terms or at no cost. This can subject previously proprietary software to open source license terms.

While we monitor the use of all open source software in our products, processes, and technology and try to ensure that no open source software is used in such a way as to require us to disclose the source code to the related product or solution, such use could inadvertently occur. Additionally, if a third-party software provider has incorporated open source software into software we license from them for use in our products and solutions, we could, under certain circumstances, be required to disclose the source code to our products and solutions. This could harm our intellectual property position and have a material adverse effect on our business, results of operations, cash flow, and financial condition.

If we are unable to develop software applications that interoperate with computing platforms developed by others, our business, results of operations, cash flow, and financial condition may be adversely affected. We develop software applications that interoperate with operating systems, database platforms, and hardware devices developed by others, which we refer to collectively as computing platforms. If the developers of these computing platforms do not cooperate with us or we are unable to devote the necessary resources so that our applications interoperate with those computing platforms, our software development efforts may be delayed and our business and results of operations may be adversely affected. When new or updated versions of these computing platforms are introduced, it is often necessary for us to develop updated versions of our software applications so that they interoperate properly with these computing platforms. We may not accomplish these development efforts quickly or cost-effectively, and it is difficult to predict what the relative growth rates of adoption of these computing platforms will be. These development efforts require substantial investment, the devotion of substantial employee resources, and the cooperation of the developers of the computing platforms. For some computing platforms, we must obtain some proprietary application program interfaces from the owner in order to develop software applications that interoperate with the computing platforms. Computing platform providers have no obligation to assist in these development efforts. If they do not provide us with assistance or the necessary proprietary application program interfaces on a timely basis, we may experience delays or be unable to expand our software applications into other areas.

The computing platforms we use may not continue to be available to us on commercially reasonable terms. Any loss of the right to use any of these systems could result in delays in the provision of our products and services, and our results of operations may be adversely affected. Defects in computing platforms could result in errors or failure of our products, which could harm our business.

Our liabilityWe incorporate third-party software in our solutions, the failure or unavailability of which could adversely affect our ability to sell, support, and service our products. We incorporate and include third-party software into and with certain of our

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products and solutions and expect to continue to do so. The operation of our products could be impaired if there are defects in that third-party software. It may be difficult for us to correct any defects in third-party software because the development and maintenance of the software is not within our control. Such defects could adversely affect our business.

In addition, there can be no assurance that these third parties will continue to make their software available to us on acceptable terms, or at all; not make their products available to our competitors on more favorable terms; invest the appropriate levels of resources in their products and services to maintain and enhance the capabilities of their software; or remain in business. Any impairment in our relationship with these third parties or our ability to license or otherwise use their software could have a material adverse effect on our business, results of operations, cash flow, and financial condition.

Liability for intellectual property claims can be costly and result in the loss of significant rights, which could adversely impact our business, results of operations, cash flow, and financial condition. It is possible that third parties will claim that we have infringed their current or future products, inventions, or other intellectual property. We expect that supply chain software developers like us will increasingly be subject to infringement claims as the number of products grows. Any claims, with or without merit, could be time-consuming, result in costly litigation, cause product shipment delays, or require us to pay monetary damages or to enter into royalty or licensing agreements, any of which could negatively impact our operating results. There are no assurances that these royalty or licensing agreements, if required, would be available on terms acceptable to us, if at all. We also may be required to indemnify our customers for damages they suffer as a result of such infringement. There are no assurances that legal action claiming patent infringement will not be commenced against us, or that we would prevail in litigation given the complex technical issues and inherent uncertainties in patent litigation. If a patent claim against us were successful and we could not obtain a license on acceptable terms or license a substitute technology or redesign the product or feature to avoid infringement, we may be prevented from

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distributing our software or required to incur significant expense and delay in developing non-infringing software. Any of these events could seriously harm our business, results of operations, cash flow, and financial condition.

Our failure to adequately protect our proprietary rights could adversely impact our business, results of operations, cash flow, and financial condition. Our success and ability to compete is dependent in part upon our proprietary technology. There are no assurances that we will be able to protect our proprietary rights against unauthorized disclosure or third-party copying or use. We rely on a combination of copyright, patent, trademark, and trade secret laws, as well as confidentiality agreements, licensing arrangements, and contractual commitments to establish and protect our proprietary rights. Despite our efforts to protect our proprietary rights, existing copyright, patent, trademark, and trade secret laws afford only limited protection. In addition, the laws of certain foreign countries do not protect our rights to the same extent as do the laws of the United States. Attempts may be made to copy or reverse engineer aspects of our products or to obtain and use information that we regard as proprietary. Any infringement of our proprietary rights could negatively impact our future operating results. Furthermore, policing the unauthorized use of our products is difficult, and litigation may be necessary in the future to enforce our intellectual property rights, to protect our trade secrets, or to determine the validity and scope of the proprietary rights of others. Litigation could result in substantial costs and diversion of resources. In turn, our business, results of operations, cash flow, and financial condition could be materially adversely affected.

Risks Related to Laws and Regulations

We may have exposure to additional tax liabilities. liabilities.As a multinational corporation, we are subject to income taxes in the U.S. and various foreign jurisdictions. Significant judgment is required in determining our global provision for income taxes and other tax liabilities. In the ordinary course of a global business, there are many intercompany transactions and calculations where the ultimate tax determination is uncertain. Our income tax returns are routinely subject to audits by tax authorities. Although we regularly assess the likelihood of adverse outcomes resulting from these examinations to determine our tax estimates, a final determination of tax audits or tax disputes could have an adverse effect on our financial condition, results of operations and cash flows. Also, the earnings of our foreign subsidiaries are considered to be indefinitely reinvested. If our plans change in the future or if we elect to repatriate the unremitted earnings of our foreign subsidiaries in the form of dividends or otherwise, we could be subject to additional local withholding taxes which may result in a higher effective tax rate.

In addition, the United States government enacted tax reform and other governments are considering adoptingadopt tax reform measures from time to time that could impact future effective tax rates favorably or unfavorably affected byunfavorably. These tax reforms may be in the form of changes in tax rates, changes in the valuation of our deferred tax assets or liabilities, or changes in tax laws or their interpretation. Such changes couldcan have a material adverse impact on our financial results. In 2022, the United States enacted the Inflation Reduction Act, which includes a 1% excise tax on corporate stock repurchases. While we do not anticipate that changes in the tax laws or rates in that Act will have a material, direct impact on the Company, imposition of new excise taxes and minimum corporate tax rates such as these can have a material adverse impact on the Company in the future.

We are also subject to non-income taxes, such as payroll, sales, use, value-added, net worth, property and goods and services taxes in the U.S. and various foreign jurisdictions. We are regularly under audit by tax authorities with respect to these non-income taxes

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and may have exposure to additional non-income tax liabilities, which could have an adverse effect on our results of operations, financial condition and cash flows.

FluctuationsOther laws and regulations. We face risks related to other laws and regulations in areas discussed elsewhere in “Risk Factors” section, including data protection, export controls and immigration.


Risks Related to International Operations

Our international operations have many associated risks. We continue to strategically manage our hardwarepresence in international markets, and these efforts require significant management attention and financial resources. We may not be able to successfully penetrate international markets, or, if we do, there can be no assurance that we will grow our business in these markets at the same rate as in North America. International sales mayare subject to many risks and difficulties, including those arising from complying with a variety of foreign laws, import and export restrictions and tariffs, reduced protection for intellectual property rights in some countries, potential adverse tax treatment, less stringent adherence to ethical and legal standards by prospective customers in some countries, language and cultural barriers and political and economic instability. Because of these inherent complexities and challenges, lack of success in international markets could adversely impactaffect our business, results of operations, cash flow, and financial condition. A

Our operating results may include foreign currency gains and losses. We conduct a portion of our business in currencies other than the United States dollar. Our revenues, expenses, operating profit and net income are affected when the dollar weakens or strengthens in relation to other currencies. In addition, we have a large development center in Bangalore, India, that does not have a natural in-market revenue in any period is from the resale of a variety of third-party hardware productshedge to purchasers of our software. However, our customers may purchase these hardware products directly from manufacturers or distributors rather than from us. We view sales of hardware as non-strategic. We perform this servicemitigate currency risk to our customers seeking a single source for their supply chain needs. Hardware sales are difficult to forecastoperating expense in India. Fluctuations in the value of other currencies could materially impact our revenues, expenses, operating profit and fluctuate from quarter to quarter, leading to unusual comparisons of total revenue and fluctuations in profits. If we are unable to maintain or grow our hardware revenue, our business, results of operations, cash flow, and financial condition may be adversely affected.net income.

Our growth is dependent upon the successful development of our direct and indirect sales channel mix. We believe that our future growth also will depend on further developing and maintaining a successful direct sales force and strategic relationships with systems integrators and other technology companies. We invest significant resources to maintain and develop our sales channels. Our investment could adversely affect our operating results if these efforts do not generate license and service revenue necessary to offset the investment. Also, our inability to partner with other technology companies and qualified systems integrators could adversely affect our results of operations. Because lower unit prices are typically charged on sales made through indirect channels, a disproportionate increase in indirect sales could reduce our average selling prices and result in lower gross margins. In addition, sales of our products through indirect channels typically do not generate consulting services revenue for us at the same levels as direct sales, as the third-party systems integrators generally provide these services. Similarly, indirect sales typically do not generate the same levels of direct contact between our associates and those of our customer, and we may have more difficulty accurately forecasting sales, evaluating customer satisfaction, and recognizing emerging customer requirements. In addition, these systems integrators and third-party software providers may develop, acquire, or market products competitive with our products.

Our strategy of marketing our products directly to customers and indirectly through systems integrators and other technology companies may result in distribution channel conflicts. Our direct sales efforts may compete with those of our indirect channels and, to the extent different systems integrators target the same customers, systems integrators may also come into conflict with each other. Any channel conflicts that develop may have a material adverse effect on our relationships with systems integrators or harm our ability to attract new systems integrators.

Our employee retention and hiring may be hindered by immigration restrictions, which could adversely impact our business, results of operations, cash flow, and financial condition. Foreign nationals who are not U.S. citizens or permanent residents constitute a significant part of our professional U.S. workforce. Our ability to hire and retain these workers, and their ability to remain and work in the U.S. are impacted by laws and regulations as well as by processing procedures of various government agencies. Changes in laws, regulations, or procedures may adversely affect our ability to hire or retain such workers and may affect our costs of doing business and/or our ability to deliver services.

Risks Related to Our failure to adequately protect our proprietary rights could adversely impact our business, results of operations, cash flow, and financial conditionCommon Stock

Our stock price has been highly volatile. Our success and ability to compete is dependent in part upon our proprietary technology. There are no assurances that we will be able to protect our proprietary rights against unauthorized disclosure or third-party copying or use. We rely on a combination of copyright, patent, trademark, and trade secret laws, as well as confidentiality agreements, licensing arrangements, and contractual commitments, to establish and protect our proprietary rights. Despite our efforts to protect our proprietary rights, existing copyright, patent, trademark, and trade secret laws afford only limited protection. In addition, the laws of certain foreign

17


countries do not protect our rights to the same extent as do the laws of the United States. Attempts may be made to copy or reverse engineer aspectsThe trading price of our products or to obtain and use information that we regard as proprietary. Any infringement of our proprietary rights could negatively impact our future operating results. Furthermore, policing the unauthorized use of our products is difficult, and litigation may be necessary in the future to enforce our intellectual property rights, to protect our trade secrets, or to determine the validity and scope of the proprietary rights of others. Litigation could result in substantial costs and diversion of resources. In turn, our business, results of operations, cash flow, and financial conditioncommon stock could be materially adversely affected.

Mergerssubject to wide fluctuations in response to various factors, including: global macro-economic contraction impacting demand for supply chain solutions; quarterly variations in operating results; announcements of technological innovations or other strategic transactionsnew products by us or our competitors; developments with respect to patents or proprietary rights; changes in financial estimates by securities analysts; and mergers, acquisitions, and combinations involving our competitors or us.

Our operating results are difficult to predict and could weakencause our competitive position or reduce our revenue. stock price to fall. Our competitors have been consolidating, which may make them more formidable competitors to us. Competing with stronger companies may cause us to experience pricing pressure and loss of market share, either of which could have a material adverse effect on our business, results of operations, cash flow, and financial condition. Our competitors may establish or strengthen their cooperative relationships with vendors, systems integrators, third-party consulting firms, or other parties. Established companies may not only develop their own products but may also acquire or partner with our current competitors. If any of these events occur, ourquarterly revenue and profitabilityoperating results are difficult to predict and can fluctuate significantly from quarter to quarter. If our quarterly revenue or operating results fall below the expectations of investors or public market analysts, the price of our common stock could fall substantially. Our quarterly revenue is difficult to forecast for several reasons, including the following: global macro-economic disruptions; credit and equity market disruptions, which can significantly decline.

Our business, resultsimpact capital availability and spend timing of operations, cash flow, and financial condition may be adversely affected if we cannot integrate acquired companiescustomers or manage joint ventures. We may from time to time acquire companies with complementarypotential customers; the varying sales cycle for our products and services. These acquisitions will expose usservices from customer to increased risks and costs,customer, including those arising frommultiple levels of authorization required by some customers; the following: assimilating new operations and personnel; diverting financial and management resources from existing operations; and integrating acquired technologies. We may not be able to generate sufficient revenue from any of these acquisitions to offset the associated acquisition costs.

We will also be required to maintain uniform standards of quality and service, controls, procedures, and policies. Our failure to achieve any of these standards may hurt relationships with customers, employees, and new management personnel. In addition, future acquisitions may result in additional issuances of stock that could be dilutive to our shareholders.

Many acquisition candidates have significant intangible assets, and an acquisition of these businesses would likely result in significant amounts of goodwill and other intangible assets. Goodwill and certain other intangible assets are not amortized to income, but are subject to at least annual impairment reviews. If the acquisitions do not perform as planned, future charges to income arising from such impairment reviews could be significant. Likewise, future quarterly and annual earnings could be significantly adversely affected. In addition, these acquisitions could involve acquisition-related charges, such as one-time acquired research and development charges.

We may also evaluate joint venture relationships with complementary businesses. Any joint venture we enter into would involve many of the same risks posed by acquisitions, particularly the following: risks associated with the diversion of resources; the inability to generate sufficient revenue; the management of relationships with third parties; and potential additional expenses.

Our business may require additional capital. We may require additional capital to finance our growth or to fund acquisitions or investments in complementary businesses, technologies or product lines. Our capital requirements may be impacted by many factors, including:varying demand for our products; thecustomers’ budgeting and purchasing cycles; delays in our implementations at customer sites; timing of hiring new services employees and extent tothe rate at which we invest in new technology; thethese employees become productive; timing of introduction of new products; development and extent to which we acquire other companies; the levelperformance of our distribution channels; and timing of revenue; the expenses of sales and marketing and new product development; the successany acquisitions and related costs.

Most of our expenses, including employee compensation and rent, are relatively fixed. In addition, our expense levels are based, in part, on our expectations regarding future revenue increases. As a result, any shortfall in revenue in relation to our expectations could cause significant changes in our operating results from quarter to quarter and could result in quarterly losses. As a result of increasingthese factors, we believe that period-to-period comparisons of our brand awareness; the cost of facilities to accommodate a growing workforce; the extent to which competitorsrevenue levels and operating results are successful in developing new productsnot necessarily meaningful. Historical growth rates and increasing their market share;historical quarterly revenue and the costs involved in maintaining and enforcing intellectual property rights.

To the extent that our resources are insufficient to fund our future activities, we may need to raise additional funds through public or private financing. However, additional funding, if needed,operating results may not be availablea good indicator of future operating results and reliance on terms attractivehistorical results should not be used to us,predict our future performance.

Our articles of incorporation and bylaws and Georgia law may inhibit a takeover of our company. Our corporate organizational documents and Georgia law contain provisions that might enable our management to resist a takeover of our company. These provisions might discourage, delay or at all. In addition, since we have historically financed our growth through cash flow from operations and available cash, our relative inexperienceprevent a change in accessing the credit or capital markets may impair our ability to do so if the need arises. Our inability to raise capital when needed could have a material adverse effect on our business, results of operations, cash flow and financial condition. If additional funds are raised through the issuance of equity securities, the percentage ownershipcontrol of our company held byor a change in our currentmanagement. These provisions could also discourage proxy contests and make it more difficult for shareholders wouldto elect their own director nominees and

19


compel other corporate actions. The existence of these provisions could also limit the price that investors might be diluted.willing to pay for shares of our common stock.

Fires

General Risk Factors

Changes in, or other catastrophic events at our principal facilitiesinterpretation of, accounting principles could cripple our business.  Fires, natural disasters or other catastrophic events, particularly those effecting our Atlanta headquarters or India researchresult in unfavorable accounting changes. Our Consolidated Financial Statements are prepared in conformity with U.S. generally accepted accounting principles (GAAP) and development center, may cause damage or disruption to our operations,accompanying accounting pronouncements, implementation guidelines, and thus could have a strong negative effect on us. Our business operationsinterpretations. These rules are subject to interruptioninterpretation by natural disasters, fire, power shortages, pandemicsthe SEC and various bodies formed to interpret and create appropriate accounting principles. Changes in these rules or their interpretation could significantly change our reported results and may even retroactively affect previously reported transactions. Changes resulting from these new accounting standards or the adoption of other events beyond our control. Althoughnew or revised accounting principles may result in materially different financial results and may require that we maintain crisis management and disaster response plans, such events could make it difficult or impossible for us to deliver our serviceschanges to our customers.

systems, processes, and controls. In addition, as we work to align with the guidelines of the Financial Stability Board’s Task Force on Climate-Related Financial Disclosures (“TCFD”) and the Sustainability Accounting Standards Board (“SASB”) environmental metrics, we may continue to expand our disclosure in these areas. Our abilityfailure to maintain and develop our brand is critical for our continued success. The brand identity we have developed has significantly contributed to the continued success of our business. Our ability to maintain and develop our brand is critical in expanding our base of customers, partners and employees. Our brand will depend largelyreport accurately or achieve progress on our ability to remain a technology leadermetrics timely could adversely affect our reputation, financial performance and business growth.

18


and continue to provide high-quality innovative products, services, and features. Significant investments may be required in order to maintain and develop our brand. However, the investments may later be proven to be unsuccessful. If we fail to maintain and develop our brand, or if we incur excessive expenses in our efforts to do so, our business, operating results and financial condition may be materially and adversely affected.

Adverse litigation results could affect our business. From time to time, we may be involved in litigation relating to claims arising out of ourin the ordinary course of business, and occasionally legal proceeding not in the ordinary course. Litigation can be lengthy, expensive and disruptive to our operations, and can divert our management’s attention away from running our core business. The results of any litigation also cannot be predicted with certainty. An adverse decision could result in monetary damages or injunctive relief that could affect our business, operating results or financial condition. Additional information regarding legal matters in which we are involved, if any, can be found in Note 5 of the Notes to our Consolidated Financial Statements.

Our stock price has been highly volatile. The trading price of our common stock has fluctuated significantly since our initial public offering in April 1998. In addition, the trading price of our common stock could be subject to wide fluctuations in response to various factors, including: global macro-economic contraction impacting demand for supply chain solutions; quarterly variations in operating results; announcements of technological innovations or new products by us or our competitors; developments with respect to patents or proprietary rights; changes in financial estimates by securities analysts; and mergers, acquisitions, and combinations involving our competitors or us.

Our articles of incorporation and bylaws and Georgia law may inhibit a takeover of our company. Our basic corporate documents and Georgia law contain provisions that might enable our management to resist a takeover of our company. These provisions might discourage, delay, or prevent a change in the control of our company or a change in our management. These provisions could also discourage proxy contests and make it more difficult for you and other shareholders to elect directors and take other corporate actions. The existence of these provisions could also limit the price that investors might be willing to pay in the future for shares of our common stock.

Economic conditions and regulatory changes caused by the United Kingdom’s likely exit from the European Union could adversely affect our business. In June 2016, the United Kingdom (the “U.K”) held a referendum in which voters approved an exit from the European Union (“E.U.”), commonly referred to as Brexit. On March 29, 2017, the UK notified the E.U. of its intention to withdraw pursuant to Article 50 of the Lisbon Treaty.. The terms of the withdrawal are subject to a negotiation period that could last at least two years from the withdrawal notification date. Brexit has caused, and may continue to result in, significant volatility in global stock market and currency exchange rate fluctuations, which have resulted in the strengthening of the U.S. dollar relative to other foreign currencies in which we conduct business.  The likely withdrawal of the U.K. from the E.U. may also create global economic uncertainty, which may cause our customers to closely monitor their costs and reduce their spending budgets. This could adversely affect our business, financial condition, operating results and cash flows. Our EMEA operations represented approximately 14% and 11% of our total revenue for the year ended December 31, 2017 and 2016, respectively.Item 1B. Unresolved Staff Comments

Changes in, or interpretation of, accounting principles could result in unfavorable accounting changes. Our Consolidated Financial Statements are prepared in conformity with U.S. generally accepted accounting principles and accompanying accounting pronouncements, implementation guidelines, and interpretations. These rules are subject to interpretation by the SEC and various bodies formed to interpret and create appropriate accounting principles. Changes in these rules or their interpretation could significantly change our reported results and may even retroactively affect previously reported transactions. Our accounting principles that may be affected by changes in accounting principles include, but are not limited to revenue recognition and leases. We are continuing to evaluate the impact that the adoption of these standards will have on our Consolidated Financial Statements. Changes resulting from these new accounting standards or the adoption of other new or revised accounting principles may result in materially different financial results and may require that we make changes to our systems, processes and controls. For further detail, please see new accounting pronouncements discussion in Note 1 to the Consolidated Financial Statements.None.

Item 1B.

Unresolved Staff Comments

None.Item 2. Properties

Item 2.

Properties

Our principal administrative, sales, marketing, support, and research and development facility is located in approximately 221,000 square feet of modern office space in Atlanta, Georgia. Substantially all of this space is leased to us through September 30, 2025. We have an additional officesoffice under a multi-year agreementsagreement in New Jersey. We also occupy facilities outside of the United States under multi-year agreements in the United Kingdom, the Netherlands, France, Chile, China, Japan, Singapore, India, Italy and Australia. We also occupy an officeoffices under a short-term agreementagreements in Germany.Germany and Spain. We believe our office space is adequate to meet our immediate needs; however, we may expand into additional facilities in the future.

19


Item 3.

Legal Proceedings

From time to time, we may be a party to legal proceedings arising in the ordinary course of business and we could be a party to legal proceedings not inor outside of the ordinary course of business. The Company iscourse. We are not currently a party to any legal proceeding the result of which it believeswe believe could have a material adverse impact upon itsour business, financial position, results of operations or cash flows.

Many of our installationscustomer engagements involve services or products that are critical to the operations of our clients’ businesses. Any downtime or failure inof our services or products could result in a claim for substantial damages against us, regardless of our responsibility for suchthat failure. Although we attempt to contractually limit our liability for damages arising from services or product downtime or failures or negligent acts or omissions, there can be no assurance that the limitations of liability set forth in our contracts will be enforceable in all instances.enforceable.

Item 4.

Mine Safety Disclosures

Item 4. Mine Safety Disclosures

Not applicable.

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PART II

Item 5.

Market for Registrant’s Common Equity, Related Shareholder Matters, and Issuer Purchases of Equity Securities

Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters, and Issuer Purchases of Equity Securities

Market for Common Stock

Our common stock is traded on the Nasdaq Global Select Market under the symbol “MANH”. The following table sets forth the high and low closing sales prices of the common stock as reported by the Nasdaq Global Select Market for the periods indicated:

Fiscal Period

 

High Price

 

 

Low Price

 

2017

 

 

 

 

 

 

 

 

First Quarter

 

$

55.23

 

 

$

47.69

 

Second Quarter

 

 

50.67

 

 

 

45.19

 

Third Quarter

 

 

47.70

 

 

 

40.92

 

Fourth Quarter

 

 

50.06

 

 

 

41.07

 

 

 

 

 

 

 

 

 

 

2016

 

 

 

 

 

 

 

 

First Quarter

 

$

64.68

 

 

$

45.82

 

Second Quarter

 

 

68.16

 

 

 

55.40

 

Third Quarter

 

 

67.29

 

 

 

57.62

 

Fourth Quarter

 

 

59.01

 

 

 

49.97

 

On January 30, 2018, the last reported sales price of our common stock on the Nasdaq Global Select Market was $52.90 per share. The number of registered shareholders of record of our common stock as of January 30, 201831, 2023 was approximately 13.14. The number of record holders does not include persons who held our common stock in nominee or “street name” accounts through brokers.

We do not intend to declare or pay cash dividends in the foreseeable future. Our management anticipates that all earnings and other cash resources, if any, will be retained for investment in our business.

20


Equity Compensation Plan Information

TheIn the following table, provideswe provide information regarding our current equity compensation plans as of December 31, 2017:2022:

Plan Category

 

Number of securities to

be issued upon exercise of outstanding rights

 

Weighted-average exercise price of outstanding rights

 

Number of securities remaining available for future issuance under equity compensation plans

 

Number of securities to
 be issued upon exercise of outstanding rights

 

Weighted-average exercise price of outstanding rights

 

Number of securities remaining available for future issuance under equity compensation plans

Equity compensation plans

approved by security holders

 

1,036,635

 

$0.00

 

10,525,434

 

1,427,831

 

$0.00

 

3,439,854

Equity compensation plans

not approved by security holders

 

-

 

-

 

-

 

-

 

-

 

-

Total

 

1,036,635

 

$0.00

 

10,525,434

 

1,427,831

 

-

 

3,439,854

AdditionalYou may find additional information regarding our equity compensation plans can be found in Note 2 of the Notes to our Consolidated Financial Statements.

Purchase of Equity Securities

TheIn the following table, provideswe provide information regarding our common stock repurchases under our publicly-announced share repurchase program and shares withheld for taxes due upon vesting of restricted stock for the quarter ended December 31, 2017. All repurchases related to the share repurchase program were made on the open market.2022.

Period

 

Total Number

of Shares

Purchased

 

Average Price

Paid per Share

 

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

 

Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs

October 1 - October 31, 2017

 

31,480

 

$44.67

 

31,480

 

$48,593,698

November 1 - November 30, 2017

 

740,105

 

42.27

 

740,105

 

17,311,376

December 1 - December 31, 2017

 

384,502

 

44.90

 

384,502

 

46,752

Total

 

1,156,087

 

 

 

1,156,087

 

 

Period

 

Total Number
of Shares
Purchased

 

Average Price
Paid per Share

 

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

 

Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs

October 1 - October 31, 2022

 

-

 

$-

 

-

 

$75,000,000

November 1 - November 30, 2022

 

88,990

 

123.14

 

88,990

 

64,041,974

December 1 - December 31, 2022

 

117,428

 

121.57

 

117,428

 

49,765,853

Total

 

206,418

 

 

 

206,418

 

 

During the year ended December 31, 2017,2022, we repurchased a total of 2,695,2951,352,954 shares at an average price per share of $46.34$129.61 under our publicly-announced share repurchase program. In February 2018,January 2023, our Board of Directors authorizedapproved raising the Company toCompany’s remaining share repurchase upauthority to an aggregate of $50$75.0 million of the Company’sour common stock.

Item 6. [Reserved]

Item 6.

Selected Financial Data

You should read the following selected consolidated financial data in conjunction with our Consolidated Financial Statements and related Notes thereto and with “Management’s

21


Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this Form 10-K. The statement of income and cash flow data for the years ended December 31, 2017, 2016 and 2015, and the balance sheet data as of December 31, 2017 and 2016, are derived from, and are qualified by reference to, the audited financial statements included elsewhere in this Form 10-K. The statement of income and cash flow data for the years ended December 31, 2014 and 2013 and the balance sheet data as of December 31, 2015, 2014, and 2013 are derived from audited financial statements not included herein. Historical results are not necessarily indicative of results to be expected in the future.Operations

Certain line items in prior period financial statements have been reclassified to conform to the current period presentation in the consolidated statements of income due to our business transition to cloud subscriptions. These reclassifications include: all revenue line items; cost of license; cost of cloud subscriptions, maintenance and services; and cost of hardware. Such reclassifications did not affect total revenues, operating income or net income.

21


 

 

Year Ended December 31,

 

 

 

2013

 

 

2014

 

 

2015

 

 

2016

 

 

2017

 

 

 

(in thousands, except per share data)

 

Statement of Income Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Software license

 

$

59,615

 

 

$

68,461

 

 

$

73,998

 

 

$

79,213

 

 

$

72,313

 

Cloud subscriptions

 

$

2,801

 

 

$

3,122

 

 

$

4,617

 

 

$

5,783

 

 

$

9,595

 

Total revenue

 

$

414,518

 

 

$

492,104

 

 

$

556,371

 

 

$

604,557

 

 

$

594,599

 

Operating income

 

$

101,287

 

 

$

127,124

 

 

$

161,446

 

 

$

194,307

 

 

$

185,645

 

Net income

 

$

67,296

 

 

$

82,000

 

 

$

103,475

 

 

$

124,234

 

 

$

116,481

 

Earnings per diluted share

 

$

0.86

 

 

$

1.08

 

 

$

1.40

 

 

$

1.72

 

 

$

1.68

 

 

 

December 31,

 

 

 

2013

 

 

2014

 

 

2015

 

 

2016

 

 

2017

 

 

 

(in thousands)

 

Balance Sheet Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash, cash equivalents and investments

 

$

132,956

 

 

$

124,438

 

 

$

128,760

 

 

$

95,615

 

 

$

125,522

 

Total assets

 

$

297,828

 

 

$

318,170

 

 

$

337,913

 

 

$

297,140

 

 

$

314,995

 

Debt

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

Shareholders' equity

 

$

181,586

 

 

$

182,023

 

 

$

195,492

 

 

$

169,366

 

 

$

174,956

 

 

 

Year Ended December 31,

 

 

 

2013

 

 

2014

 

 

2015

 

 

2016

 

 

2017

 

 

 

(in thousands)

 

Statement of Cash Flow Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating cash flow

 

$

89,387

 

 

$

94,162

 

 

$

120,153

 

 

$

139,346

 

 

$

164,066

 

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

All statements, trend analyses, and other information contained in the following discussion relative to markets for our products and trends in revenue, gross margins, and anticipated expense levels, as well as other statements including words such as “may,” “expect,” “forecast,” “anticipate,” “intend,” “plan,” “believe,” “plan,“could,” “seek,” “project,” “estimate,” “expect,” and “intend” and other similar expressions constitute forward-looking statements. These forward-looking statements are subject to business and economic risks and uncertainties, including those discussed under the caption “Risk Factors” in Item 1A of this Form 10-K, and our actual results of operations may differ materially from those contained in the forward-looking statements.

Business Overview

We develop, sell, deploy, service and maintain software solutions designed to manage supply chains,Unified Omnichannel Commerce and Digital Supply Chain, inventory and omnichannel operations for retailers, wholesalers, manufacturers, logistics providers and other organizations. Our customers include many of the world’s most premier and profitable brands.

Our business model is singularly focused on the development and implementation of complex commerce enablement software solutions that are designed to optimize supply chains, and retail store operations including point of sale effectiveness and efficiency for our customers. In the second quarter of 2017, we accelerated our business transition to cloud subscriptions with the release of our Manhattan Active™ Solutions. Due to our transition to cloud subscriptions, we believe separate disclosures of our software license, cloud subscriptions, maintenance and services revenue is meaningful to investors and provide an important measure of our business performance. Certain line items in prior period financial statements have been reclassified to conform to the current period presentation in the consolidated statements of income. These reclassifications include: all revenue line items; cost of license; cost of cloud subscriptions, maintenance and services; and cost of hardware. Such reclassifications did not affect total revenues, operating income or net income.

We have five principal sources of revenue:

licenses of our software;

cloud subscriptions, including software as a service (“SaaS”)(SaaS) and hosting of software;

licenses of our software;

customer support services and software enhancements (collectively, “maintenance”);

professional services, including solutions planning and implementation, related consulting, customer training, and reimbursements from customers for out-of-pocket expenses (collectively, “services”); and
hardware sales.

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professional services, including solutions planning and implementation, related consulting, customer training, and reimbursements from customers for out-of-pocket expenses (collectively, “services”); and

hardware sales.

In 2017,2022, we generated $594.6$767.1 million in total revenue, with a revenue mix of: license revenue 12%; cloud subscriptions 2%23%; software license 3%; maintenance 24%19%; services revenue 55%51%; and hardware 7%4%.

The Company hasWe have three geographic reportable segments: the Americas, EMEA, and APAC. Geographic revenue is based on the location of the sale. Our international revenue was approximately $168.3$238.4 million, $144.8$196.4 million and $131.3$178.1 million for the years ended December 31, 2017, 20162022, 2021 and 2015,2020, respectively, which represents approximately 28%31%, 24%30% and 24%30% of our total revenue for the years ended December 31, 2017, 20162022, 2021 and 2015,2020, respectively. International revenue includes all revenue derived from sales to customers outside the United States. At December 31, 2017,2022, we employed approximately 2,7904,150 employees worldwide, of which 1,310 employees are based in the Americas, 220 employees in EMEA, and 1,260 employees in APAC (including India).worldwide. We have offices in Australia, Chile, China, France, Germany, India, Italy, Japan, the Netherlands, Singapore, Spain, 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.

Future Expectations

While we remain cautious about the global economy, our results for the full year ended 2022 exceeded our expectations due to solid demand for our cloud solutions. Our transitionsolutions are mission critical, supporting complex global supply chains. Favorable secular tailwinds, such as the digital transformation of businesses in manufacturing, wholesale and retail, coupled with our commitment to ainvesting in organic innovation to deliver leading cloud subscriptionsupply chain, inventory and omnichannel commerce solutions is in synergistic alignment with current market demand. This alignment is contributing to our strong financial results, higher demand and strong win rates for our solutions for the period.

We remain committed to investing in our business to drive customer success and expand our total addressable market, which we believe will position us well to achieve long-term sustainable growth and earnings. We have taken steps to best ensure the health and safety of our employees globally. Our daily execution has evolved into hybrid model, and shifting industry dynamics and economic uncertainty in retail negatively impacted our revenue and earnings growth in fiscal 2017. We expect that, going forward, these factors, and macroeconomic conditions as a whole, maywe continue to impact revenuefind innovative ways to engage with employees, customers and earnings growth.prospects.

Going forward, we are investing in our cloud business, including enterprise investments in innovation, and strategic operating expenses to support growth objectives. The pace at which the market foradopts our products transitions from perpetual, on-premises installation to cloud subscriptions, which resultresulting in revenue recognition spread out over the subscription period rather than up front, and thecombined with extended lead times for developing new business, which can be long for our products, can cause uncertainly for our future expectations, particularly with respect touncertainty, impacting our ability to accurately forecast bookings and revenues from quarter to quarter and over the longer term.

As we move into 2018, we have setFor 2023, our five strategic goals:goals continue to be:

22


1)

Focus on our customer success and driving sustainable growth;

Focus on customer success and drive sustainable long-term growth;

2)

Continue to aggressively invest in innovation to expand our products and total addressable market;

Invest in innovation to expand our products and total addressable market;

3)

Continue to develop and grow our cloud operations and cloud subscription revenue;

Expand our cloud suites of Unified Omnichannel Commerce and Digital Supply Chain solutions;

4)

Expand our Manhattan Active Omni/Point-of-Sale/Customer Engagement Business; and

Develop and grow our cloud business and cloud subscription revenue; and

5)

Expand our global sales and marketing teams.

Expand our global sales, marketing, and professional service teams.

Cloud Subscription

Historically, our software licenses were sold as perpetual licenses, under which customers own the software license and revenue is recognized at the time of sale. In 2017, we released Manhattan Active™ Solutions, accelerating our business transition to cloud subscriptionssubscriptions. Under a cloud subscription, customers pay a periodic fee for the right to use our software within a cloud-basedcloud environment that we provide and manage over a specified period of time. As part of our subscription program, we allow our existing customers to convert their maintenance contracts to cloud subscription contracts. While it is early in our transition, a fewSome customers have converted their maintenance contracts to cloud subscriptions, in 2017, and we expect there will be continued opportunities to convert existing maintenance contracts to cloud subscription contracts in 2018 and beyond.the future.

WithIn the launchfifth year of Manhattan Active Solutions,our cloud transition, demand for our cloud solutions is the transition to a cloud subscription model has had, and will continue to have, an adverse impact on revenue, earnings and cash flow relative to periods in which we primarily sold perpetual licenses.  This effect will continue until a stable, recurring mixdominant preference of customers. Our perpetual license solutions are rapidly attritting due to market demand for cloud subscription revenues develops.with almost all of our pipeline representing cloud. Cloud solutions are our fastest growing revenue line and represents 88% of total software revenue in 2022. We believe the reduction in license and maintenance revenue in favor of our cloud offerings is positive for our customers and Manhattan Associates.

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 2017,2022, approximately 72%69% of our total revenue was generated in the United States, 14%17% in EMEA, and the remaining balance in APAC, Canada, and Latin America. In addition, Gartner Inc.(“Gartner”), an information technology research and advisory company, estimates that nearly 80%75% of every supply chain software solutions dollar invested is spent in North America and Western Europe; consequently, the health of the U.S. and the Western European economies hashave a meaningful impact on our financial results.

23


We sell technology-based solutions with total pricing, including software and services, in many cases exceeding $1.0 million. Our software is often is a part of our customers’ and prospects’ much larger capital commitment associated with facilities expansion and business improvement. We believe that, given the lingering uncertainty in themission critical nature of our software, combined with a challenging global macro environment, primarily in the retail industry, theour current sales cycles for large license sales and cloud subscriptions of $1.0 million or greater in our target markets have beencould be extended. TheWhile demand for our solutions is solid, the current business climate within the United States and geographic regions in which we operate continues tomay affect customers’ and prospects’ decisions regarding timing of strategic capital expenditures. Delays with respect to such decisions can have a material adverse impact on our business, and may further intensify competition in our already highly competitive markets.

In January 2018,2023, the International Monetary Fund (IMF) provided a World Economic Outlook (WEO) update. The WEO update noted, “the pickup“global growth is projected to fall from an estimated 3.4 percent in 2022 to 2.9 percent in 2023, then rise to 3.1 percent in 2024. The rise in central bank rates to fight inflation and Russia’s war in Ukraine continue to weigh on economic activity. The rapid spread of COVID-19 in China dampened growth in 2022, but the recent reopening has been broad based, with notable upside surprises in Europe and Asia. Global growth forecastspaved the way for 2018 and 2019 have been revised upward by 0.2 percentage points to 3.9 percent. The revision reflects increased global growth momentum and thea faster than expected impact of the recently approved U.S. tax policy changes.recovery.

The WEO update projected that advanced economies, which represent our primary revenue markets, would grow at about 2.31.2 and 1.4 percent in 20182023 and 2.2 percent in 2019,2024, while the emerging and developing economies would grow at about 4.94.0 percent in 20182023 and 5.04.2 percent in 2019.2024.

While we are encouraged by our 2017 and 2016 results, we along with many of our customers, still remain cautious regarding the pace of global economic growth. We believe global geopolitical and economic volatility associated with the pandemic likely will continue to shape customers’ and prospects’ enterprise software buying decisions, making it challenging to forecast sales cycles for our products and the timing of large enterprise software license and cloud subscription sales.decisions.

Revenue

License and Cloud Subscriptions Revenue: and Software License and cloudrevenue: Cloud subscriptions revenue and remaining performance obligation (“RPO”) growth are the leading indicators of our business performance, are primarily derived from software license and cloud subscription fees that customers pay for supply chainour Unified Omnichannel Commerce and Digital Supply Chain solutions. InSince we announced our transition to becoming a cloud-first company in 2017 with our launch of Manhattan ActiveTM Solutions, we have continued to see a significant shift in demand for cloud solutions versus software license. By comparison, in 2016, cloud subscriptions and software license revenue represented 7% and 93%, respectively, of our total cloud and software license revenue mix.

In the full year ended 2022, cloud subscriptions and software license revenue were 88% and 12%, respectively, of our total cloud subscriptions and software license revenue mix. RPO increased 50% over prior year on strong demand. As of December 31, 2022, approximately $1,051.5 million of revenue is expected to be recognized from RPO. Over 97% of RPO represent cloud native

23


subscriptions with a non-cancelable term greater than one year (including cloud deferred revenue as well as amounts we will invoice and recognize as revenue from our performance of cloud services in future periods). Maintenance contracts are typically one year in duration and are not included in RPO. Going forward, we expect cloud revenue to increase as a percentage of total software revenue mix on solid market demand supplanting legacy perpetual license demand.

In 2022, cloud subscriptions revenue totaled $72.3$176.5 million, or 12%23% of total revenue, with gross margins of 92.4%. For the year ended December 31, 2017,revenue. The Americas, EMEA, and APAC segments recognized $44.1$149.0 million, $22.9$23.0 million and $5.3 million in license revenue, respectively. During the past years, the overall trend has been steady for our large license sales, however during 2017, we introduced Manhattan Active Solutions, our cloud-based solutions, and began to see our customer’s transition from perpetual software licenses to cloud based services solutions. We recognized license revenue of $1.0 million or greater on 13, 18 and 21 new contracts for 2017, 2016 and 2015, respectively. In 2017, cloud subscriptions revenue totaled $9.6 million. For the year ended December 31, 2017, Americas and EMEA recognized $9.3 million and $0.3$4.5 million in cloud subscriptions revenue, respectively.respectively, in 2022. Cloud subscriptions revenue is recognized ratably over the term of the agreement, typically 36 to 60 months. For the year ended December 31, 2017, the percentage mix of new to existing customers for the combination of license and cloud subscriptions revenue was approximately 40/60.

License and cloud subscriptionsfive years or more. Cloud subscription revenue growth is influenced by the strength of general economic and business conditions and the competitive position of our software products. These revenues generally have long sales cycles.

In addition,2022, license revenue totaled $24.8 million, or 3% of total revenue. The Americas, EMEA, and APAC segments totaled $16.4 million, $6.4 million, and $2.1 million in license revenue, respectively, in 2022. The percentage mix of new to existing customers for the timingcombination of the closing of a few largecloud subscriptions and software license transactions can have a material impact on our license revenues, operating profit, operating marginssales was approximately 40/60 in 2022.

Our Unified Omnichannel Commerce and earnings per share. For example, $1.1 million of revenue in 2017 equates to approximately one cent of diluted earnings per share impact.

Our softwareDigital Supply Chain solutionsare focused on core omnichannel operation (e-commerce, retail store operations and point of sale), supply chain commerce operations (Warehouse Management, Transportation Management and Labor Management), and Inventory optimization and Omnichannel operations (e-commerce, retail store operations and point of sale),Optimization, which are intensely competitive markets characterized by rapid technological change. We are a market leader in the supply chain management and omnichannel software solutions market as defined by industry analysts such as ARC Advisory Group and Gartner. Our goal is to extend our position as a leading global supply chain solutions provider by growing our licensecloud subscriptions and cloud subscriptionssoftware license revenues faster than our competitors through investment in innovation. 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.

Maintenance revenue: Revenue: Our maintenance revenue totaled $143.0$142.2 million, or 24%19% of total revenue. The Americas, EMEA and APAC segments recognized $116.4$113.3 million, $18.7$19.8 million, and $7.9$9.2 million, respectively, in maintenance revenue for the year ended December 31, 2017.in 2022. For maintenance, we offer a comprehensive 24 hours per day, 365 days per year program that provides our customers with software upgrades, when and if available, which include additional or improved functionality and technological advances incorporating emerging supply chain and industry initiatives. The growth of maintenance revenues is influenced by: (1) new software license revenue growth; (2) annual renewal of support contracts; (3) increase in customers through acquisitions; (4) fluctuations in currency rates, and (5)is offset by conversion of maintenance contracts to cloud subscription contracts. 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

24


support and enhancements has been greater than 90%. Maintenance revenue is generally paid in advance and recognized ratably over the term of the agreement, typically twelve months. Maintenance renewal revenue is recognized over the renewal period and recognition is not initiated untilonce we have a contract upon payment is received from the customer.

Services revenue:Revenue: In 2017,2022, our services revenue totaled $326.5$394.1 million, or 55%51% of total revenue. The Americas, EMEA, and APAC segments recognized $264.2$296.0 million, $43.4$79.6 million, and $18.9$18.5 million, respectively, in services revenue for the year ended December 31, 2017. Our consolidated operating margin profile may be lower than those of various other technology companies 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 profile as services margins are inherently lower than license revenue margins.respectively.

At December 31, 2017, our professional services totaled approximately 1,750 employees, accounting for 63% 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 customer’s historical data onto our system, and ongoing training, education, and system upgrades. We believe our professional services organization enable customers to implement our software rapidly, ensure the customer’s success with our solution,solutions, strengthen our customer relationships, and add to our industry-specific knowledge base for use in future implementations and product innovations.

Although our professional services are optional, the majority of our customers use at least some portion of these services for their planning, implementation, or related needs. Professional 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.

Services revenue growth is contingent upon license revenue, cloud subscriptionssales and customer upgrade cycles, which isare influenced by the strength of general economic and business conditions and the competitive position of our software products. In addition, our professional services 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.

Service revenue also includes reimbursements from customers for out-of-pocket expenses. The total amount of expense reimbursement recorded to service revenue was $17.9 million for 2017.

Hardware:Hardware Revenue: Our hardware revenue, which we recognize net of related costs, totaled $43.2$29.5 million in 20172022 representing 7%4% of total revenue with gross margins of 25.4%. In conjunction with the licensing of our software, and asrevenue. As a convenience for our cloud and software 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 and related maintenance pursuant to agreements with manufacturers or through distributor-authorized reseller agreements pursuant to which we are entitled to purchase hardware products and services at discount prices. We generally purchase hardware from our vendors only after receiving an order from a customer. As a result, we do not maintain hardware inventory.

24


Product Development

We continue to invest significantly in research and development (R&D) to provide leading Unified Omnichannel Commerce and Digital Supply Chain solutions that helpto enable global retailers, manufacturers, wholesalers, distributors and logistics providers successfully manage accelerating and fluctuating demands as well as the increasing complexity and volatility of their local and global supply chains, retail store operations and point of sale. Our research and developmentR&D expenses for the years ended December 31, 2017, 20162022, 2021 and 20152020 were $57.7$111.9 million, $54.7$97.6 million, and $53.9$84.3 million, respectively. At December 31, 2017, our R&D organization totaled approximately 700 employees, located in the U.S. and India.

We expect to continue to focus our R&D resources on the development and enhancement of our core supply chain, inventory optimization, omni-channelomnichannel and point of sale software solutions. We offer what we believe to be the broadest solutionsolutions portfolio in the supply chain solutions marketplace, to address all aspects of inventory optimization, transportation management, distribution management, planning, and omni-channelomnichannel operations including order management, store inventory & fulfillment, call center and point of sale.

We also plan to continue to enhance our existing solutions and to introduce new solutions to address evolving industry standards and market needs. We identify opportunities to further enhance our solutions and to develop and provide 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 onin 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.

25


Cash Flow and Financial Condition

For 2017,2022, we generated cash flow from operating activities of $164.1$179.6 million and have generated a cumulative total of $423.6$505.7 million for the three years ended December 31, 2017.2022. Our cash at December 31, 20172022 totaled $125.5$225.5 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 for funding investmentinvestments in R&D in our Unified Omnichannel Commerce and operationsDigital Supply Chain solutions to drive revenue and earnings growth and repurchases of common stock.

During 2017,growth. In addition, we repurchased approximately $124.9$175.4 million of Manhattan Associates’ outstanding common stock under the share repurchase program approved by our Board of Directors. In January 2023, our Board of Directors throughoutapproved raising the year.Company’s remaining share repurchase authority to an aggregate of $75.0 million of our common stock.

In 2018,2023, our priorities for use of cash will be in continued investment in product development and growth of the business. We will continue to evaluate acquisition opportunities that are complementarybe investments in our Unified Omnichannel Commerce and Digital Supply Chain solutions. We also will prioritize capital allocation in our global teams to our product footprintfund growth, and technology direction. We will also continue to weigh ouraccretive share repurchase options against cash for acquisitions and investing in the business.repurchases. We do not anticipate any borrowing requirements in 20182023 for general corporate purposes.

Full Year 20172022 Financial Summary

Diluted earnings per shareshare: $2.03 for the twelve months ended December 31, 2017 was $1.68,2022 compared to $1.72 for the twelve months ended December 31, 2016;

2021;

Consolidated revenuerevenue: $767.1 million for the twelve months ended December 31, 2017 was $594.6 million,2022 compared to $604.6$663.6 million for the twelve months ended December 31, 2016. License revenue was $72.32021;

Cloud subscription revenue: $176.5 million for the twelve months ended December 31, 2017,2022 compared to $79.2$122.2 million for the twelve months ended December 31, 2016. Cloud subscription revenue was $9.62021;
License revenue: $24.8 million for the twelve months ended December 31, 20172022 compared to $5.8$37.1 million for the twelve months ended December 31, 2016;

2021;

Operating income was $185.6income: $152.7 million for the twelve months ended December 31, 2017,2022 compared to $194.3$134.3 million for the twelve months ended December 31, 2016;

2021;

Operating marginsmargins: 19.9% for 2017 were 31.2%2022 compared to operating margins of 32.1% in 2016;

20.2% for 2021;

Cash flow from operations totaled $164.1operations: $179.6 million for the full year 20172022 compared to $139.3$185.2 million in 2016;

for 2021;

Cash on hand at December 31, 2017 was $125.5paid for income taxes: $58.0 million for 2022 compared to $95.6$29.2 million for 2021;

Cash and investments: $225.5 million at December 31, 2016;

During the twelve months ended2022 compared to $263.7 million at December 31, 2017, the Company2021; and

Share repurchases: In 2022, we repurchased approximately 2.7 million1,352,954 shares of Manhattan AssociatesAssociates’ outstanding common stock reducing common shares outstanding by 4%,for approximately $175.4 million under the share repurchase program authorizedapproved by our Board of Directors, for a total investment of $124.9 million; and

Directors. In February 2018,January 2023, our Board of Directors authorizedapproved raising the Company toCompany’s remaining share repurchase upauthority to an aggregate of $50$75.0 million of the Company’sour common stock.

Results of Operations

TheIn the following table, summarizes selectedwe present a selection of certain Statement of Income data for the years ended December 31, 2017, 20162022, 2021 and 2015. With our transition to and growth in cloud subscriptions, we believe separate disclosures of our software license, cloud subscriptions, maintenance and services revenue is meaningful to investors and provides an important measure of our business performance. Certain line items in prior period financial statements have been reclassified to conform to the current period presentation in the consolidated statements of income, including: all revenue line items; cost of license; cost of cloud subscriptions, maintenance and services; and cost of hardware. Such reclassifications did not affect total revenues, operating income or net income.2020.

2625


 

Year Ended December 31,

 

 

Year Ended December 31,

 

% Change vs. Prior Year

 

 

% Change vs. Prior Year

 

2017

 

 

2016

 

 

2015

 

 

2017

 

 

2016

 

 

2022

 

 

2021

 

 

2020

 

 

2022

 

2021

(in thousands)

 

 

 

 

 

 

 

 

 

(in thousands)

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cloud subscriptions

 

$

176,458

 

 

$

122,195

 

 

$

79,830

 

 

44%

 

53%

Software license

 

$

72,313

 

 

$

79,213

 

 

$

73,998

 

 

-9%

 

 

7%

 

 

 

24,848

 

 

 

37,070

 

 

 

38,284

 

 

-33%

 

-3%

Cloud subscriptions

 

 

9,595

 

 

 

5,783

 

 

 

4,617

 

 

66%

 

 

25%

 

Maintenance

 

 

142,998

 

 

 

133,848

 

 

 

123,454

 

 

7%

 

 

8%

 

 

 

142,198

 

 

 

145,841

 

 

 

147,748

 

 

-2%

 

-1%

Services

 

 

326,502

 

 

 

351,785

 

 

 

324,787

 

 

-7%

 

 

8%

 

 

 

394,096

 

 

 

334,799

 

 

 

303,569

 

 

18%

 

10%

Hardware

 

 

43,191

 

 

 

33,928

 

 

 

29,515

 

 

27%

 

 

15%

 

 

 

29,484

 

 

 

23,738

 

 

 

16,941

 

 

24%

 

40%

Total revenue

 

 

594,599

 

 

 

604,557

 

 

 

556,371

 

 

-2%

 

 

9%

 

 

 

767,084

 

 

 

663,643

 

 

 

586,372

 

 

16%

 

13%

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of license

 

 

5,483

 

 

 

6,818

 

 

 

7,180

 

 

-20%

 

 

-5%

 

Cost of software license

 

 

2,126

 

 

 

2,309

 

 

 

2,894

 

 

-8%

 

-20%

Cost of cloud subscriptions, maintenance and services

 

 

208,045

 

 

 

219,635

 

 

 

207,048

 

 

-5%

 

 

6%

 

 

 

356,111

 

 

 

295,518

 

 

 

266,993

 

 

21%

 

11%

Cost of hardware

 

 

32,205

 

 

 

23,426

 

 

 

21,200

 

 

37%

 

 

11%

 

Research and development

 

 

57,704

 

 

 

54,736

 

 

 

53,859

 

 

5%

 

 

2%

 

 

 

111,877

 

 

 

97,628

 

 

 

84,276

 

 

15%

 

16%

Sales and marketing

 

 

47,482

 

 

 

48,223

 

 

 

48,615

 

 

-2%

 

 

-1%

 

 

 

64,537

 

 

 

57,855

 

 

 

47,758

 

 

12%

 

21%

General and administrative

 

 

46,054

 

 

 

48,322

 

 

 

49,259

 

 

-5%

 

 

-2%

 

 

 

73,070

 

 

 

68,086

 

 

 

61,444

 

 

7%

 

11%

Depreciation and amortization

 

 

9,060

 

 

 

9,090

 

 

 

7,764

 

 

0%

 

 

17%

 

 

 

6,663

 

 

 

7,914

 

 

 

8,946

 

 

-16%

 

-12%

Restructuring charges

 

 

2,921

 

 

 

-

 

 

 

-

 

 

100%

 

 

NA

 

Total costs and expenses

 

 

408,954

 

 

 

410,250

 

 

 

394,925

 

 

0%

 

 

4%

 

 

 

614,384

 

 

 

529,310

 

 

 

472,311

 

 

16%

 

12%

Income from operations

 

$

185,645

 

 

$

194,307

 

 

$

161,446

 

 

-4%

 

 

20%

 

 

$

152,700

 

 

$

134,333

 

 

$

114,061

 

 

14%

 

18%

Operating margin

 

31.2%

 

 

32.1%

 

 

29.0%

 

 

 

 

 

 

 

 

 

 

 

19.9

%

 

 

20.2

%

 

 

19.5

%

 

 

 

 

27

26


The Company has

We have three geographic reportable segments: 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-basedgeography-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 segment that arewe do not chargedcharge 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 Company’s India operations.our operations in India. During 2017, 2016,2022, 2021, or 2015,2020, we derived the majority of our revenues from sales to customers within our Americas segment. TheIn the following table, summarizeswe present a summary of revenue and operating profit by segment:

 

Year Ended December 31,

 

 

Year Ended December 31,

 

 

 

 

 

 

 

 

 

 

 

 

 

% Change vs. Prior Year

 

 

 

 

 

 

 

 

% Change vs. Prior Year

 

2017

 

 

2016

 

 

2015

 

 

2017

 

 

2016

 

 

2022

 

 

2021

 

 

2020

 

 

2022

 

2021

Revenue:

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

(in thousands)

 

Cloud subscriptions

 

 

 

 

 

 

 

 

 

Americas

 

$

148,943

 

 

$

103,863

 

 

$

69,469

 

 

43%

 

50%

EMEA

 

 

22,988

 

 

 

15,380

 

 

 

8,465

 

 

49%

 

82%

APAC

 

 

4,527

 

 

 

2,952

 

 

 

1,896

 

 

53%

 

56%

Total cloud subscriptions

 

 

176,458

��

 

 

122,195

 

 

 

79,830

 

 

44%

 

53%

 

 

 

 

 

 

 

 

 

 

 

 

 

Software license

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Americas

 

$

44,145

 

 

$

65,351

 

 

$

60,690

 

 

-32%

 

 

8%

 

 

 

16,364

 

 

 

29,300

 

 

 

30,509

 

 

-44%

 

-4%

EMEA

 

 

22,875

 

 

 

9,187

 

 

 

9,566

 

 

149%

 

 

-4%

 

 

 

6,380

 

 

 

5,729

 

 

 

4,308

 

 

11%

 

33%

APAC

 

 

5,293

 

 

 

4,675

 

 

 

3,742

 

 

13%

 

 

25%

 

 

 

2,104

 

 

 

2,041

 

 

 

3,467

 

 

3%

 

-41%

Total software license

 

 

72,313

 

 

 

79,213

 

 

 

73,998

 

 

-9%

 

 

7%

 

 

 

24,848

 

 

 

37,070

 

 

 

38,284

 

 

-33%

 

-3%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cloud subscriptions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Americas

 

 

9,273

 

 

 

5,783

 

 

 

4,617

 

 

60%

 

 

25%

 

EMEA

 

 

322

 

 

 

-

 

 

 

-

 

 

100%

 

 

N/A

 

APAC

 

 

-

 

 

 

-

 

 

 

-

 

 

N/A

 

 

N/A

 

Total services

 

 

9,595

 

 

 

5,783

 

 

 

4,617

 

 

66%

 

 

25%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Maintenance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Americas

 

 

116,426

 

 

 

111,592

 

 

 

102,323

 

 

4%

 

 

9%

 

 

 

113,258

 

 

 

113,169

 

 

 

116,309

 

 

0%

 

-3%

EMEA

 

 

18,710

 

 

 

15,117

 

 

 

14,960

 

 

24%

 

 

1%

 

 

 

19,784

 

 

 

23,091

 

 

 

22,208

 

 

-14%

 

4%

APAC

 

 

7,862

 

 

 

7,139

 

 

 

6,171

 

 

10%

 

 

16%

 

 

 

9,156

 

 

 

9,581

 

 

 

9,231

 

 

-4%

 

4%

Total services

 

 

142,998

 

 

 

133,848

 

 

 

123,454

 

 

7%

 

 

8%

 

Total maintenance

 

 

142,198

 

 

 

145,841

 

 

 

147,748

 

 

-2%

 

-1%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Americas

 

 

264,186

 

 

 

296,983

 

 

 

267,434

 

 

-11%

 

 

11%

 

 

 

295,998

 

 

 

256,392

 

 

 

232,954

 

 

15%

 

10%

EMEA

 

 

43,431

 

 

 

41,969

 

 

 

45,516

 

 

3%

 

 

-8%

 

 

 

79,628

 

 

 

66,131

 

 

 

58,360

 

 

20%

 

13%

APAC

 

 

18,885

 

 

 

12,833

 

 

 

11,837

 

 

47%

 

 

8%

 

 

 

18,470

 

 

 

12,276

 

 

 

12,255

 

 

50%

 

0%

Total services

 

 

326,502

 

 

 

351,785

 

 

 

324,787

 

 

-7%

 

 

8%

 

 

 

394,096

 

 

 

334,799

 

 

 

303,569

 

 

18%

 

10%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hardware

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Americas

 

 

43,119

 

 

 

33,875

 

 

 

29,412

 

 

27%

 

 

15%

 

 

 

29,321

 

 

 

23,491

 

 

 

16,698

 

 

25%

 

41%

EMEA

 

 

11

 

 

 

9

 

 

 

34

 

 

22%

 

 

-74%

 

 

 

158

 

 

 

243

 

 

 

241

 

 

-35%

 

1%

APAC

 

 

61

 

 

 

44

 

 

 

69

 

 

39%

 

 

-36%

 

 

 

5

 

 

 

4

 

 

 

2

 

 

25%

 

100%

Total hardware

 

 

43,191

 

 

 

33,928

 

 

 

29,515

 

 

27%

 

 

15%

 

 

 

29,484

 

 

 

23,738

 

 

 

16,941

 

 

24%

 

40%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Americas

 

 

477,149

 

 

 

513,584

 

 

 

464,476

 

 

-7%

 

 

11%

 

 

 

603,884

 

 

 

526,215

 

 

 

465,939

 

 

15%

 

13%

EMEA

 

 

85,349

 

 

 

66,282

 

 

 

70,076

 

 

29%

 

 

-5%

 

 

 

128,938

 

 

 

110,574

 

 

 

93,582

 

 

17%

 

18%

APAC

 

 

32,101

 

 

 

24,691

 

 

 

21,819

 

 

30%

 

 

13%

 

 

 

34,262

 

 

 

26,854

 

 

 

26,851

 

 

28%

 

0%

Total revenue

 

$

594,599

 

 

$

604,557

 

 

$

556,371

 

 

-2%

 

 

9%

 

 

$

767,084

 

 

$

663,643

 

 

$

586,372

 

 

16%

 

13%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Americas

 

$

136,693

 

 

$

164,947

 

 

$

133,823

 

 

-17%

 

 

23%

 

 

$

99,289

 

 

$

91,179

 

 

$

81,109

 

 

9%

 

12%

EMEA

 

 

35,829

 

 

 

22,060

 

 

 

22,310

 

 

62%

 

 

-1%

 

 

 

40,030

 

 

 

34,747

 

 

 

24,637

 

 

15%

 

41%

APAC

 

 

13,123

 

 

 

7,300

 

 

 

5,313

 

 

80%

 

 

37%

 

 

 

13,381

 

 

 

8,407

 

 

 

8,315

 

 

59%

 

1%

Total operating income

 

$

185,645

 

 

$

194,307

 

 

$

161,446

 

 

-4%

 

 

20%

 

 

$

152,700

 

 

$

134,333

 

 

$

114,061

 

 

14%

 

18%

The consolidated results of our operations for the years ended December 31, 2017, 20162022, 2021 and 20152020 are discussed below.

2827


Revenue

Revenue

Our revenue consists of fees generated from the licensing, cloud subscriptions, software licensing, maintenance, fees from professional services, and hardware sales.

 

Year Ended December 31,

 

 

 

 

 

 

 

 

% Change vs. Prior Year

 

 

% of Total Revenue

 

 

Year Ended December 31,

 

 

2017

 

 

2016

 

 

2015

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

2015

 

 

 

 

 

% Change vs. Prior Year

 

 

% of Total Revenue

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2022

 

 

2021

 

 

2020

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

 

2020

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

Cloud subscriptions

 

$

176,458

 

 

$

122,195

 

 

$

79,830

 

 

 

44

%

 

 

53

%

 

 

23

%

 

 

18

%

 

 

14

%

Software license

 

$

72,313

 

 

$

79,213

 

 

$

73,998

 

 

 

-9

%

 

 

7

%

 

 

12

%

 

 

13

%

 

 

13

%

 

 

24,848

 

 

 

37,070

 

 

 

38,284

 

 

 

-33

%

 

 

-3

%

 

 

3

%

 

 

6

%

 

 

6

%

Cloud subscriptions

 

 

9,595

 

 

 

5,783

 

 

 

4,617

 

 

 

66

%

 

 

25

%

 

 

2

%

 

 

1

%

 

 

1

%

Maintenance

 

 

142,998

 

 

 

133,848

 

 

 

123,454

 

 

 

7

%

 

 

8

%

 

 

24

%

 

 

22

%

 

 

22

%

 

 

142,198

 

 

 

145,841

 

 

 

147,748

 

 

 

-2

%

 

 

-1

%

 

 

19

%

 

 

22

%

 

 

25

%

Services

 

 

326,502

 

 

 

351,785

 

 

 

324,787

 

 

 

-7

%

 

 

8

%

 

 

55

%

 

 

58

%

 

 

58

%

 

 

394,096

 

 

 

334,799

 

 

 

303,569

 

 

 

18

%

 

 

10

%

 

 

51

%

 

 

50

%

 

 

52

%

Hardware

 

 

43,191

 

 

 

33,928

 

 

 

29,515

 

 

 

27

%

 

 

15

%

 

 

7

%

 

 

6

%

 

 

5

%

 

 

29,484

 

 

 

23,738

 

 

 

16,941

 

 

 

24

%

 

 

40

%

 

 

4

%

 

 

4

%

 

 

3

%

Total revenue

 

$

594,599

 

 

$

604,557

 

 

$

556,371

 

 

 

-2

%

 

 

9

%

 

 

100

%

 

 

100

%

 

 

100

%

 

$

767,084

 

 

$

663,643

 

 

$

586,372

 

 

 

16

%

 

 

13

%

 

 

100

%

 

 

100

%

 

 

100

%

License revenueCloud Subscriptions Revenue

Year 20172022 compared with year 20162021

LicenseCloud subscriptions revenue decreased $6.9increased $54.3 million or 9%, to $72.3$176.5 million in 20172022 compared to 2016. The decrease was influenced by2021 on customers demand for our business transitionSaaS offerings. Our customers increasingly prefer cloud solutions, including existing customers that are migrating from on-premise to cloud offerings.Cloud subscriptions as traditional perpetual license deals converted to cloud deals based on customer demand. We completed thirteen and eighteen large new deals greater than $1.0 million in 2017 and 2016, respectively. License revenue for the Americas, segment decreased $21.2 million, and license revenue for the EMEA and APAC segments increased $13.7$45.1 million, $7.6 million and $0.6$1.6 million, respectively, in 2017 over 2016.respectively.

The license sales percentage mix across our product suite in 2017 was approximately 73% warehouse management solutions and 27% non-warehouse management solutions. Our warehouse management solutions increased $4.3 million, or 9%, in 2017 compared to 2016, and non-warehouse management solutions decreased $11.2 million, or 36%, in 2017 over 2016.

Year 20162021 compared with year 20152020

License revenue increased $5.2 million, or 7%, to $79.2 million in 2016 compared to 2015. We completed eighteen and twenty-one large new deals greater than $1.0 million in 2016 and 2015, respectively. Our Americas and APAC license revenue increased $4.7 million and $0.9 million, respectively, while EMEA license revenue decreased $0.4 million over 2015.

The license sales percentage mix across our product suite in 2016 was approximately 61% warehouse management solutions and 39% non-warehouse management solutions. Our warehouse management solutions decreased $1.8 million, or 4%, in 2016 compared to 2015, and non-warehouse management solutions increased $7.0 million, or 29%, in 2016 over 2015.

Cloud Subscriptions Revenue

Year 2017 compared with year 2016

In 2017, we released Manhattan Active™ Solutions accelerating our business transition to cloud subscriptions. As a result, cloud subscriptions revenue increased $3.8$42.4 million or 66%, to $9.6$122.2 million in 20172021 compared to 20162020 as customers begancontinue to purchase our SaaS offerings rather than a traditional perpetual license. license. Our customers increasingly prefer cloud-basedcloud solutions, including existing customers that are migrating from on-premise to cloud-basedcloud offerings. Cloud subscriptions revenue for the Americas, segmentEMEA and APAC segments increased $3.5 million. In 2017, the EMEA segment began recognizing cloud subscription$34.4 million, $6.9 million and $1.1 million, respectively.

Software License Revenue

Year 2022 compared with year 2021

Software license revenue decreased $12.3 million to $24.8 million in 2022 compared to 2021 as customers continue to purchase our SaaS offerings rather than a traditional perpetual license.License revenue for the first time totaling $0.3 million.

MaintenanceAmericas decreased $13.0 million, while license revenue

Year 2017 compared with year 2016

Maintenance revenue increased $9.1 million, or 7%, in 2017 compared to 2016 primarily due to an increase in the first-year maintenance revenue; combined with our annual renewal rate of customers subscribing to maintenance of greater than 90%; and

29


increases in the maintenance renewal prices. The Americas, EMEA and APAC segment increased $4.8 million, $3.6 million and $0.7 million, respectively, compared to 2016.

Year 2016 compared with year 2015

Maintenance revenue increased $10.4 million, or 8%, in 2016 compared to 2015 due to an increase in the first-year maintenance revenue; combined with our annual renewal rate of customers subscribing to maintenance of greater than 90%; and increases in the maintenance renewal prices. The Americas, EMEA and APAC segment increased $9.3 million, $0.2 million and $1.0 million, respectively, compared to 2015.

Services revenue

Year 2017 compared with year 2016

Services revenue decreased $25.3 million, or 7%, in 2017 compared to 2016. The Americas segment decreased $32.8 million, and for the EMEA and APAC segments increased $1.5$0.6 million and $6.1$0.1 million, respectively, in 2022 over 2021. The majority of our software license revenue relates to our warehouse management product group (over 85%) for the year ended December 31, 2022.

Year 2021 compared with year 2020

Software license revenue decreased $1.2 million to $37.1 million in 2021 compared to 2020. License revenue for the Americas and APAC segments decreased $1.2 million and $1.4 million, respectively, and license revenue for the EMEA segment increased $1.4 million, in 2021 over 2020. The majority of our software license revenue relates to our warehouse management product group (approximately 85%) for the year ended December 31, 2021.

Maintenance Revenue

Year 2022 compared with year 2021

Maintenance revenue decreased $3.6 million in 2022 compared to 2021 as customers have continued to convert their maintenance contracts to cloud subscriptions. The EMEA and APAC segments decreased $3.3 million and $0.4 million respectively, compared to 2016. The decline in services revenue in2021, while the America’s was primarily due lower America’s license revenue, some retail customers delaying project implementations and upgrades, combined with our Services teams operating at high efficiency improving the speed of implementations. The increase in services revenue in the EMEA and APACAmericas segment is primarily due to a combination of license deals signed and customer-specific initiatives in conjunction with customer upgrade activity.increased $0.1 million.

28


Year 20162021 compared with year 20152020

ServicesMaintenance revenue increased $27.0decreased $1.9 million or 8%, in 20162021 compared to 2015. The2020. Maintenance revenue for the Americas segments decreased $3.1 million, while EMEA and APAC segments increased $29.5$0.9 million and $1.0 million, respectively, and the EMEA segment decreased $3.5$0.3 million compared to 2015. The increase2020, respectively.


Services Revenue

Year 2022 compared with year 2021

Services revenue increased $59.3 million in services revenue is primarily due2022 compared to a combination of license deals signed and customer-specific initiatives in conjunction with customer upgrade activity.

2021. Service revenue includes reimbursements for professional service travel expenses that are required to be classified as revenue. Reimbursement by customers for out-of-pocket expenses were approximately $17.9the Americas, EMEA and APAC segments increased $39.6 million, $18.3$13.5 million and $20.2$6.2 million, for 2017, 2016 and 2015, respectively.

Hardware

Sales of hardware increased $9.3 million, or 27% in 2017respectively, compared to 2016. Sales2021. Services revenue was driven by adoption and implementation of hardwareour cloud solutions.

Year 2021 compared with year 2020

Services revenue increased $4.5$31.2 million or 15% in 20162021 compared to 2015.2020. The Americas and EMEA segments increased $23.4 million and $7.8 million, respectively, while the APAC segment remained flat, compared to 2020. Services revenue was driven by adoption and implementation of our cloud solutions.

Hardware Revenue

Hardware revenue, net increased $5.8 million in 2022 compared to 2021.Hardware revenue, net increased $6.8 million in 2021 compared to 2020. The majority of hardware sales are derived from our Americas segment. Sales of hardware are largely dependent upon customer-specific desires, which fluctuate.

Cost of Revenue

 

Year Ended December 31,

 

 

Year Ended December 31,

 

 

 

 

 

 

 

 

 

 

 

 

 

% Change vs. Prior Year

 

 

 

 

 

 

 

 

% Change vs. Prior Year

 

2017

 

 

2016

 

 

2015

 

 

2017

 

 

2016

 

 

2022

 

 

2021

 

 

2020

 

 

2022

 

2021

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of software license

 

$

5,483

 

 

$

6,818

 

 

$

7,180

 

 

-20%

 

 

-5%

 

 

$

2,126

 

 

$

2,309

 

 

$

2,894

 

 

-8%

 

-20%

Cost of cloud subscriptions, maintenance and services

 

 

208,045

 

 

 

219,635

 

 

 

207,048

 

 

-5%

 

 

6%

 

 

 

356,111

 

 

 

295,518

 

 

 

266,993

 

 

21%

 

11%

Cost of hardware

 

 

32,205

 

 

 

23,426

 

 

 

21,200

 

 

37%

 

 

11%

 

Total cost of revenue

 

$

245,733

 

 

$

249,879

 

 

$

235,428

 

 

-2%

 

 

 

6%

 

 

$

358,237

 

 

$

297,827

 

 

$

269,887

 

 

20%

 

10%

Cost of Software License

Cost of software license consists of the costs associated with software reproduction; media, packaging and delivery; documentation, and other related costs; and royalties on third-party software sold with or as part of our products. In 2017,2022, cost of license decreased by $1.3$0.2 million, or 20% compared to 2016 principally due to a $1.4 million decrease in2021. In 2021, cost of third-party software license fees.  In 2016, cost of license decreased slightly by $0.4$0.6 million or 5% compared to 2015.2020.

30


Cost of Cloud Subscriptions, Maintenance and Services

Year 20172022 compared with year 20162021

Cost of cloud subscriptions, maintenance and services consists primarily of salaries and other personnel-related expenses of employees dedicated to cloud subscriptions; maintenance services; and professional and technical services as well as hosting fees. The $11.6$60.6 million or 5%, decreaseincrease in 20172022 compared to 20162021 was principally due to a $7.1 million decrease in performance-based compensation expense and a $4.5 million decrease in compensation and other personnel-related expense resulting from decreased headcount in professional services.

Year 2016 compared with year 2015

The $12.6 million, or 6% increase in the cost of cloud subscriptions, maintenance and services in 2016 compared to 2015 was principally due to a $15.5$43.7 million increase in compensation and other personnel-related expenses, a $6.2 million increase in travel expense, resulting from increased headcounta $5.1 million increase in performance-based compensation expense, a $3.7 million increase in computer infrastructure cost and a $0.8 million increase in professional services,expense.

Year 2021 compared with year 2020

The $28.5 million increase in 2021 compared to 2020 was principally due to a $17.0 million increase in compensation and other personnel-related expenses, and a $15.1 million increase in performance-based compensation expense, offset by a $3.3$2.0 million decrease in performance-based compensationcomputer infrastructure costs and a $1.8 million decrease in travel expense.

Cost of cloud subscriptions, maintenance and services includes professional services billed travel expenses reimbursed by customers of approximately $17.6 million, $18.2 million, and $19.9 million, respectively.29


Cost of Hardware

In 2017, cost of hardware increased $8.8 million to $32.2 million from $23.4 million in 2016 on increased sales of hardware. In 2016, cost of hardware increased $2.2 million to $23.4 million from $21.2 million in 2015 on increased sales of hardware.

Operating Expenses

 

Year Ended December 31,

 

 

Year Ended December 31,

 

 

 

 

 

 

 

 

 

 

 

 

 

% Change vs. Prior Year

 

 

 

 

 

 

 

 

% Change vs. Prior Year

 

2017

 

 

2016

 

 

2015

 

 

2017

 

 

2016

 

 

2022

 

 

2021

 

 

2020

 

 

2022

 

2021

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

$

57,704

 

 

$

54,736

 

 

$

53,859

 

 

5%

 

 

2%

 

 

$

111,877

 

 

$

97,628

 

 

$

84,276

 

 

15%

 

16%

Sales and marketing

 

 

47,482

 

 

 

48,223

 

 

 

48,615

 

 

-2%

 

 

-1%

 

 

 

64,537

 

 

 

57,855

 

 

 

47,758

 

 

12%

 

21%

General and administrative

 

 

46,054

 

 

 

48,322

 

 

 

49,259

 

 

-5%

 

 

-2%

 

 

 

73,070

 

 

 

68,086

 

 

 

61,444

 

 

7%

 

11%

Depreciation and amortization

 

 

9,060

 

 

 

9,090

 

 

 

7,764

 

 

0%

 

 

17%

 

 

 

6,663

 

 

 

7,914

 

 

 

8,946

 

 

-16%

 

-12%

Restructuring charge

 

 

2,921

 

 

 

-

 

 

 

-

 

 

100%

 

 

N/A

 

Operating expenses

 

$

163,221

 

 

$

160,371

 

 

$

159,497

 

 

2%

 

 

1%

 

 

$

256,147

 

 

$

231,483

 

 

$

202,424

 

 

11%

 

14%

Research and Development

Our principal research and development (R&D) activities during 2017, 20162022, 2021 and 20152020 focused on the expansion and integration of new products and releases, including cloud solutions, while expanding the product footprint of our software solution suites inUnified Omnichannel Commerce and Digital Supply Chain solutions, including Inventory Optimization and Omni-Channel including cloud-based solutions, point-of-salepoint-of-sale.

For 2022, 2021 and tablet retailing.

For the years ended December 31, 2017, 2016 and 2015,2020, we did not capitalize any R&D costs because the costs incurred following the attainment of technological feasibility for the related software product through the date of general release were insignificant.

Year 20172022 compared with year 20162021

R&D expenses primarily consist of salaries and other personnel-related costs for personnel involved in our research and development activities. Research and development expenses in 20172022 increased by $3.0$14.3 million or 5%, compared to 2016.2021. This increase is primarilyprincipally due to a $3.5$12.1 million increase in compensation and other personnel-related expenses, resulting from increased headcount to support R&D activities.and a $1.1 million increase in performance-based compensation expense.

Year 20162021 compared with year 20152020

Research and development expenses in 20162021 increased by $0.9$13.4 million or 2%, compared to 2015.2020. This increase is primarilyprincipally due to a $2.1$7.8 million increase in compensation and other personnel-related expenses. The personnelexpenses, and other R&D operating expenses were offset by a $1.8$4.4 million decreaseincrease in performance-based compensation expense.

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Sales and Marketing

Year 20172022 compared with year 20162021

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 decreasedincreased by $0.7$6.7 million or 2%, in 20172022 compared to 2016,2021, primarily due to a $1.4$2.7 million decreaseincrease in performance-based compensation expense, a $2.1 million increase in compensation and other personnel-related expenses, a $1.1 million in travel expense, and a $0.8 million increase in marketing and campaign programs.

Year 2021 compared with year 2020

Sales and marketing expenses increased $10.1 million in 2021 compared to 2020, primarily due to a $6.2 million increase in performance-based compensation expense, a $2.5 million increase in compensation and other personnel-related expenses, and a $0.5 million decrease in performance-based compensation expense offset by a $1.6 million increase in marketing related expenses.and campaign programs.

General and Administrative

Year 20162022 compared with year 20152021

Sales and marketing expenses decreased by $0.4 million, or 1%, in 2016 compared to 2015.

General and Administrative

Year 2017 compared with year 2016

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 decreased $2.3increased $5.0 million or 5%, in 20172022 primarily attributabledue to a $1.3$4.1 million decrease in performance-based compensation expense and a $1.3 million decreaseincrease in compensation and other personnel-related expenses, and a $0.6 million increase in travel expenses.

30


Year 20162021 compared with year 20152020

General and administrative expenses decreased $0.9increased $6.6 million or 2%, in 20162021 primarily attributabledue to a $1.0$4.0 million decreaseincrease in compensation and other personnel-related expenses, and a $2.5 million increase in performance-based compensation expense.expenses.

Depreciation and Amortization

Depreciation and amortization of intangibles and software expense amounted to $7.7$6.7 million, $7.5$7.9 million, and $6.4$8.9 million in 2017, 20162022, 2021 and 2015,2020, respectively. Amortization of intangibles was immaterial in 2017, 20162022, 2021 and 2015.2020. We have recorded goodwill and other acquisition-related intangible assets as part of the purchase accounting associated with various acquisitions.

Restructuring Charge

In May 2017, the Company eliminated about 100 positions due primarily to U.S. retail sector headwinds, aligning services capacity with demand. The Company recorded a restructuring charge of approximately $2.9 million pretax ($1.8 million after-tax or $0.03 per fully diluted share). The charge primarily consists of employee severance, employee transition cost and outplacement services. The charge is classified in “Restructuring charge” in the Company’s Consolidated Statements of Income.

Operating Income

Operating income for the year ended December 31, 2017 decreased $8.7in 2022 increased $18.4 million to $185.6$152.7 million, compared to $194.3$134.3 million for the year ended December 31, 2016.2021. Operating margins were 31.2%19.9% for 20172022 versus 32.1%20.2% for 2016.2021. Operating income increased primarily due to increased cloud subscriptions and services revenues. In 2022, operating income increased by $8.1 million, $5.3 million, and $5.0 million in the Americas, EMEA and APAC segment, respectively. Our operating margin decreased slightly due to our commitment to strategically invest in the business as a cloud first company focused on delivering long term sustainable growth and earnings leverage. We are investing significantly in R&D to deliver new innovation as well as cloud operations headcount, infrastructure, and technology to support our ability to scale our cloud business to achieve our growth objectives.

Operating income in 2021increased $20.2 million to $134.3 million, compared to $114.1 million for 2020. Operating margins were 20.2% for 2021 versus 19.5% for 2020. Operating income and margin decreased primarily due to: (1) increased cloud subscription revenue mix to perpetual license, (2) services revenue decline, (3) the restructuring charge, partially offset by (4) increased maintenance revenue and (5) lower performance-based compensation during the year ended December 31, 2017. Operating income was also disadvantaged from unfavorable foreign currency translation effect of $1.8 million for the year ended December 31, 2017, primarily due to the strengthening of the British Pound Sterling and Indian Rupee versus the U.S dollar during the year. In 2017, operating income in the Americas segment decreased by $28.3 million on increased cloud subscription revenue mix to perpetual license and lower services revenue, and increased by $13.8 million and $5.8 million in the EMEA and APAC segments, respectively.

Operating income for the year ended December 31, 2016 increased $32.9 million to $194.3 million, compared to $161.4 million for the year ended December 31, 2015. Operating margins were 32.1% for 2016 versus 29.0% for 2015. Operating income and margin increased primarily due to strong revenue growthincreased cloud subscriptions and expense discipline during the year ended December 31, 2016. The foreign currency translation effect for the year ended December 31, 2016 is immaterial.services revenues. In 2016,2021, operating income increased in both of the Americas and EMEA segments by $10.1 million while the APAC segments increased by $31.1 million and $2.0 million, respectively, and decreased in the EMEA segment by $0.2 million.remained relatively flat.

32


Other Income and Income Taxes

 

Year Ended December 31,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

% Change vs. Prior Year

 

 

Year Ended December 31,

 

2017

 

 

2016

 

 

2015

 

 

2017

 

 

2016

 

 

 

 

 

 

 

 

% Change vs. Prior Year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2022

 

 

2021

 

 

2020

 

 

2022

 

2021

Other income, net

 

$

(812

)

 

$

1,800

 

 

$

1,395

 

 

-145%

 

 

 

29

%

 

 

 

 

 

 

 

Other (loss) income, net

 

$

5,421

 

 

$

(261

)

 

$

(285

)

 

-2177%

 

-8%

Income tax provision

 

 

68,352

 

 

 

71,873

 

 

 

59,366

 

 

-5%

 

 

 

21

%

 

 

29,162

 

 

 

23,600

 

 

 

26,536

 

 

24%

 

-11%

Other (Loss) Income, net

Other (loss) income, net primarily includes interest income, foreign currency gains and losses, and other non-operating expenses. Interest income was $1.2$0.6 million, $1.2$0.1 million and $1.3$0.1 million for the year ended December 31, 2017, 20162022, 2021 and 2015.2020, respectively. The weighted-average interest rate earned on cash and investments was approximately 1%immaterial for the years ended December 31, 2017, 20162022, 2021 and 2015.2020. We recorded net foreign currency lossesgains of $1.8$4.7 million in 2022, compared to net foreign loss of $0.2 million and $0.1$0.4 million in 20172021 and 2015, respectively, and a net foreign currency gain of $0.6 million in 2016.2020, respectively. The foreign currency gains and losses mainly resulted from gains or losses on intercompany transactions denominated in foreign currencies with subsidiaries due to the fluctuation of the U.S. dollar relative to other foreign currencies, primarily the British Pound sterlingSterling and Indian Rupee.

Income Tax Provision

Our effective income tax rates were 37.0%18.4%, 36.6%17.6%, and 36.5%23.3% in 2017, 20162022, 2021 and 2015,2020, respectively. Our effective income tax rate takes into account the source of taxable income, domestically by state and internationally by country, and available income tax credits.

The effective tax rate in 20172022 increased from 2016 primarily2021 mainly due to the enactmentan increase of the Tax Cutexpense from an unfavorable tax law change limiting creditability of foreign tax offset by a decrease in expense for tax contingencies.

The effective income tax rate in 2021 decreased from 2020 mainly due to an increase of excess tax benefits on restricted stock vesting, a decrease in expense for tax contingencies, and Jobs Actan increase in December 2017, which resulted in a net one-time provisional estimated tax expense of approximately $2.8 million in 2017,foreign jurisdiction business incentives. These benefits were partially offset by the implementation impact of ASU 2016-09, Improvements to Employee Share-Based Payment Accountinga net increase in 2017.non-deductible equity-based compensation.

In December 2017, the Company recorded a provisional estimate of $3.3 million for the one-time deemed repatriation transition tax on unrepatriated foreign earnings. The provisional amount is based on information currently available, including estimated tax earnings and profits from foreign investments.  The Company continues to gather and analyze information, including historical adjustments to earnings and profits of foreign subsidiaries, in order to complete the accounting for the effects of the estimated transition tax. The Company also recorded a provisional write-down to deferred tax assets of $0.7 million related to changes in section 162(m), Internal Revenue Code of 1986, regarding deductions for excessive employee compensation. The Company continues to gather and analyze information, including the definition of an employee contract for stock grants not vested as of the enactment date of the Act.  It is the intention of the Company to complete the necessary analysis within the measurement period.

Due to the implementation of ASU 2016-09, the income tax provision for the year ended December 31, 20172022, 2021 and 2020 included excess tax benefits of $1.9$7.6 million, $6.6 million, and $3.8 million on vesting of restricted stock, which would have been recorded as additional paid-in-capital under the previous guidance.stock.

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Liquidity and Capital Resources

During 2017, 20162022, 2021 and 2015,2020, we funded our business through cash generated from operations. Our cash and investmentscash equivalents as of December 31, 20172022 included $69.9$172.5 million held in the U.S. and $55.6$53.0 million held by our foreign subsidiaries. We believe that our cash balances in the U.S. are sufficient to fund our U.S. operations, and we do not intend to repatriate foreign funds to the U.S.operations. In the future, if we elect to repatriate the unremitted earnings of our foreign subsidiaries, we would no longer be subject to additional U.S. income taxes on such earnings due to the enactment of the Tax CutCuts and Jobs Act in December 2017, but we could be subject to additional local withholding taxes.

Our cashCash flow from operating activities totaled $164.1$179.6 million, $139.3$185.2 million, and $120.2$140.9 million in 2017, 20162022, 2021 and 2015,2020, respectively. Typical factors affecting our cash provided by operating activities include our level of revenue and earnings for the period, the timing and amount of employee bonus payments and income tax payments, and the timing of cash collections from our customers which is our primary source of operating cash flow. Cash flow from operating activities for 2017 increased $24.82022 decreased $5.6 million compared to 2016 primarily attributable2021, which is mainly due to an increase in income tax payments from the timing2017 U.S. Tax Cuts and Jobs Act elimination of cash collections.the expensing of research and development costs as incurred for tax purposes beginning in 2022. Cash flow from operating activities for 20162021 increased $19.1$44.3 million compared to 2015 primarily attributable2020, which is mainly due to higher revenueearnings growth in 2021, and net earnings.the timing of cash collections, partially offset by an increase in income tax payments. Days sales outstanding was 59, 6377, 67 and 6368 at December 31, 2017, 20162022, 2021 and 2015,2020, respectively, reflecting solid cash collections.

33


Our investingInvesting activities used cash of approximately $5.8$6.6 million, $4.0 million, and $13.5$2.7 million in 20172022, 2021 and 2015,2020, respectively. In 2016, the cash flow from investing activities totaled $3.4 million. The use of cash forOur investing activities for the year ended December 31, 2017 was for2022, 2021 and 2020 consisted of capital expenditures of $6.2 millionspending to support company growth and net maturities of $0.4short-term investing. For 2022, 2021 and 2020, capital expenditure was $6.6 million, in investments. The cash flow from investing activities for the year ended December 31, 2016 was primarily attributable to net maturities of investments of $10.2 million offset by capital expenditures of $6.8 million. The use of cash for investing activities for the year ended December 31, 2015 was for capital expenditures of $11.5$4.0 million, and net purchases of $2.0$2.7 million, in investments.respectively.

Our financingFinancing activities used cash of approximately $131.7$204.5 million, $162.7$120.4 million, and $102.3$43.6 million in 2017, 20162022, 2021 and 2015,2020, respectively. The principal use of cash for financing activities for the year ended December 31, 2017in 2022, 2021 and 2020 was to purchase approximately $131.7 million of our common stock, including $6.8 million for shares withheld for taxes due upon vesting of restricted stock. The principal use of cash for financing activities for the year ended December 31, 2016 was to purchase approximately $167.9 millionRepurchases of our common stock including $9.5for 2022, 2021 and 2020 totaled $204.5 million, for$120.4 million, and $43.6 million, respectively, including shares withheld for taxes due upon vesting of restricted stock, partially offset by a $5.2$29.1 million, excess tax benefit related to the exercise of stock options and vesting of restricted stock awards. The principal use of cash for financing activities for the year ended December 31, 2015 was to purchase approximately $112.1 million of our common stock, including $10.5 million for shares withheld for taxes due upon vesting of restricted stock, partially offset by proceeds generated from options exercised of $0.7$20.4 million, and a $9.1$18.6 million, excess tax benefit related to the exercise of stock options and vesting of restricted stock awards.respectively. In February 2018,January 2023, our Board of Directors authorizedapproved raising the Company toCompany’s remaining share repurchase upauthority to an aggregate of $50$75.0 million of the Company’sour outstanding common stock.

Periodically, opportunities may arise to grow our business through the acquisition of complementary 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 our existing 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. In 2018,2023, we anticipate that our priorities for use of cash will be similar to prior years, with our first priority being continued investment in product development and profitably growingin 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. At this time, we do not anticipate any borrowing requirements in 20182023 for general corporate purposes.

New Accounting Pronouncements Adopted in Fiscal Year 2017

Stock Compensation

During the three months ended March 31, 2017, we adopted Accounting Standards Update (ASU) 2016-09, Compensation – Stock Compensation: Improvements to Employee Share-Based Payment Accounting, to improve the accounting for employee share-based payments. Under the new guidance, all excess tax benefits and certain tax deficiencies are recorded as income tax expense or benefit in the income statement rather than recorded in additional paid-in capital. The additional paid-in capital pools are eliminated. This new guidance must be applied on a prospective basis. As a result, the excess tax benefits of $1.9 million for the year ended December 31, 2017 are recorded in our provision for income taxes rather than additional paid-in capital. As required by the ASU, excess tax benefits recognized on share-based compensation expense are classified as an operating activity on the statement of cash flows rather than as a financing activity, and we have applied this provision on a prospective basis.

The ASU also allows the Company to repurchase more of an employee’s shares than it previously could for tax withholding purposes without triggering liability accounting and to make a policy election to account for forfeitures as they occur. We have elected to account for forfeitures as they occur, rather than estimate expected forfeitures over the course of a vesting period. As a result, the net cumulative-effect of this election was recognized as a $1.8 million increase to additional paid-in capital, a $0.5 million increase to deferred tax assets and a $1.3 million decrease to retained earnings as of January 1, 2017.

In May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation: Scope of Modification Accounting to clarify when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. Entities should apply the modification accounting guidance if the fair value, vesting conditions or classification of the award changes. The new guidance is effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017 on a prospective basis to an award modified on or after the adoption date. Early adoption is permitted. We early adopted this guidance during the three months ended June 2017, and the adoption did not impact our financial statements.

Goodwill Impairment

In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350) that simplifies the test for goodwill impairment by eliminating step two from the goodwill impairment test. Under the new guidance, an entity should recognize an impairment charge for the amount based on the excess of a reporting unit’s carrying amount over its fair value. The impairment charge will be limited to the amount of goodwill allocated to that reporting unit. For public companies, the guidance is effective for annual

34


and interim impairment tests performed in periods beginning after December 15, 2019 on a prospective basis, and earlier adoption is permitted for goodwill impairment tests performed on testing dates after January 1, 2017. We early adopted this guidance during the three months ended March 2017, and the adoption did not impact our financial statements.

Classification of Certain Cash Receipts and Cash Payments on the Statement of Cash Flows

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows – Classification of Certain Cash Receipts and Cash Payments (Topic 230) that clarifies how entities should classify certain cash receipts and cash payments on the statement of cash flows. Prior to the issuance, there were certain issues where diversity in practice in how certain cash receipts and cash payments were presented and classified in the statement of cash flows. This guidance addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. For public companies, the guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. We early adopted this guidance during the three months ended June 30, 2017, and the adoption did not impact our financial statements.

New Accounting Pronouncements Not Yet Adopted as of Fiscal Year 2017

Revenue Recognition

In May 2014, the FASB issued ASU 2014-09, Revenue Recognition – Revenue from Contracts with Customers (Topic 606), which will replace substantially all current revenue recognition guidance once it becomes effective. The new standard provides accounting guidance for all revenue arising from contracts with customers and affects all entities that enter into contracts to provide goods or services to their customers unless the contracts are in the scope of other standards. The new standard is less prescriptive and may require software entities to use more judgment and estimates in the revenue recognition process than are required under existing revenue guidance.

In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606) – Principal versus Agent Considerations, which clarifies the implementation guidance for principal versus agent considerations in ASU 2014-09. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606) – Identifying Performance Obligations and Licensing, which amends the guidance in ASU 2014-09 related to identifying performance obligations and accounting for licenses of intellectual property. In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers (Topic 606) – Narrow-Scope Improvements and Practical Expedients, which clarifies the following aspects in ASU 2014-09: collectability, presentation of sales taxes and other similar taxes collected from customers, noncash considerations, contract modifications at transition, completed contracts at transition, and technical correction. In December 2016, the FASB issued ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, which provides thirteen technical corrections and improvements to the new revenue standard. We must adopt ASU 2016-08, ASU 2016-10, ASU 2016-12, and ASU 2016-20 with ASU 2014-09, which is effective for annual and interim periods beginning after December 15, 2017.

The new revenue standard may be applied using either of the following transition methods: (1) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (2) a modified retrospective approach with the cumulative effect of initially adopting the standard recognized at the date of adoption (which includes additional footnote disclosures).

We adopted the standard as of January 1, 2018 and elected to use the modified retrospective method. Historical hardware sales prior to the adoption of ASC606 were recorded on a gross basis, as we were the principal in the transaction in accordance with ASC 605-45.  Under the new standard, we are an agent in the transaction as we do not physically control the hardware which we sell, accordingly, we recognize our hardware revenue net of related cost which reduces both hardware revenue and cost of sales as compared to our accounting prior to 2018. Based on expected renewals of maintenance and multi-year cloud subscriptions, a portion of our commissions expense is deferred and amortized over time as the corresponding services are transferred to the customer under the new standard. As a result, the net cumulative-effect of the adoption is estimated to increase retained earnings by approximately $1.5 million to $2.4 million as of January 1, 2018, net of the effect of income taxes. We have not identified other significant differences related to the pattern of revenue recognition or presentation of revenue compared to our historical accounting. We continue to finalize our analysis of the adoption during the first quarter of 2018.

Leases

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Under the new guidance, a lessee will be required to recognize assets and liabilities for leases with lease terms of more than 12 months. Consistent with current GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. However, unlike current GAAP—which requires only capital leases to be recognized on the balance sheet—the new ASU will require both types of leases to be

35


recognized on the balance sheet. The ASU also will require disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative requirements, providing additional information about the amounts recorded in the financial statements. Our leasing activity is primarily related to office space. For public companies, this guidance is effective for annual periods beginning after December 15, 2018, and interim periods within those annual periods, but may be adopted earlier. We are expecting to adopt the standard in the first quarter of 2019 on a modified prospective basis and currently evaluating the impact that the adoption of this standard will have on our Consolidated Financial Statements. The adoption will increase our total assets and liabilities.

Off-Balance Sheet Arrangements and Aggregate Contractual Obligations

Our principal commitments as of December 31, 20172022 consist of multiple non-cancellable contracts for cloud infrastructure services and obligations under operating leases. As of December 31, 2022, our cloud infrastructure obligations are approximately $116.6 million over the next 4 years. We also enter into non-cancellable subscriptions in the ordinary course of business for internal software to support our operations. Our obligations, as of December 31, 2022, are approximately $24.2 million over the next 5 years. We expect to fulfill all of the followingthese commitments from our working capital. We have no off-balance sheet arrangements within the meaning of SEC rules.

Lease Commitments

We lease our facilities and some of our equipment under noncancelable operating lease arrangements that expire at various dates through 2025.2029. Rent expense for these leases aggregated $7.1$7.7 million, $6.8 $7.9million, and $6.3$7.9 million during 2017, 20162022, 2021 and 2015,2020, respectively.

TheIn the following table, summarizeswe present a summary of our contractual commitments as of December 31, 20172022 (in thousands):

 

 

Total

 

2023

 

2024

 

2025

 

2026

 

2027

 

Thereafter

Operating Lease Obligations

 

$25,516

 

$7,109

 

$6,130

 

$5,344

 

$2,491

 

$2,351

 

$2,091

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Indemnities

Our customer contracts generally contain infringement indemnity provisions. Under those provisions, we generally agree, subject to certain exceptions, to indemnify, defend, and hold harmless the customer in connection with third party claims against the customer alleging that the customer’s use of our software services and products infringe third party intellectual property rights. Conditions to our obligations generally include that we are provided the right to control the defense of the claims and, in general, to control settlement negotiations. Those provisions generally provide also that, if the customer is prevented from using our services or products because of a third party infringement claim, our sole obligation (in addition to the indemnification, defense, and hold harmless obligation referred to above) is to, at our expense, (i) procure for the customer the right to continue to use the services or products, (ii) replace or modify the services or products so that the customer’s use does not infringe, or, if neither of those options is reasonably feasible, terminate that particular services or products and provide, as applicable, a refund of services fees paid for services not received or a refund of the unamortized portion of the license fees paid for the products (based on a five year amortization period). Our customer contracts sometimes also require us to indemnify, defend, and hold harmless the customer in connection with death, personal injury or property damage claims made by third parties with respect to actions of our personnel or contractors. The indemnity obligations contained in our customer contracts generally have no specified expiration date and no specified monetary limitation on liability, but they do not cover indirect or consequential damages, such as our customers’ lost revenues or profits. We have not previously incurred costs to settle claims or pay awards under these indemnification obligations. We account for these indemnity obligations in accordance with the FASB guidance on accounting for contingencies and record a liability for these obligations when a loss is probable and reasonably estimable. We have not recorded any liabilities for these indemnification obligations as of December 31, 2022.

Warranties

In general, in our customer contracts for purchase of our cloud SaaS services or license of our on-premises software products, we warrant that our services or software will perform in accordance with our published services or product specifications. Additionally, we may include other warranties such as “no-malware” warranties and warranties that we will perform our SaaS services consistent with generally accepted industry standards or similar standards. In our SaaS services agreements, we also include service level agreements (SLAs) under which we agree to provide service credits to our customers if our services availability drops below certain defined levels. If necessary, we would reserve for the estimated cost of product and service warranties based on specific warranty claims and claims history. However, we have not incurred significant recurring expense under our services or product warranties. As a result, we believe the estimated fair value of our warranty obligations is nominal and we have no liabilities recorded for them as of December 31, 2022.

Application of Critical Accounting Policies and Estimates

The SEC defines “critical accounting policies” as those that require application of management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods.

Our Consolidated Financial Statements are prepared in accordance with U.S. GAAP. The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions in certain circumstances that affect amounts reported in the accompanying consolidated financial statements and related footnotes. We believe that the estimates, judgments, and assumptions upon which we rely are reasonable based on information available to us at the time that these estimates, judgments, and assumptions are made. To the extent there are material differences between those estimates, judgments, or assumptions and actual results, our financial statements will be affected. The accounting policies that reflect our more significant estimates, judgments, and assumptions are: Revenue Recognition and Accounting for Income Taxes.

Revenue Recognition

We recognize revenue when we transfer control of the promised products or services to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those products or services. We derive our revenue from cloud subscriptions, software licenses, customer support services and software enhancements (“maintenance”), implementation and training services, and sales of hardware. We exclude sales and usage-based taxes from revenue.

Nature of Products and Services

Cloud subscriptions includes software as a service and arrangements which provide customers with the right to use our software within a cloud environment that we provide and manage where the customer does not have the right to take possession of the software

33


without significant penalty. SaaS and hosting revenues are recognized over the contract period. For contracts that include a perpetual license and hosting services, we generally consider the arrangement as an overall service, recognized over the initial hosting term. The software license fee typically due at the outset of the arrangement is not payable again if the customer renews the hosting services, so that the customer’s option to renew the hosting services is a material right, the revenue from which, if the option is exercised, we will recognize over the applicable renewal period.

Our perpetual software licenses provide the customer with a right to use the software as it exists at the time of purchase. We recognize revenue for distinct software licenses once the license period has begun and we have made the software available to the customer. Our perpetual software licenses are typically sold with maintenance under which we provide a comprehensive 24 hours per day, 365 days per year program that provides customers with software upgrades, when and if available, which include additional or improved functionality and technological advances incorporating emerging supply chain and industry initiatives. Revenue related to maintenance is generally paid in advance and recognized over the term of the agreement, typically twelve months.

Our services revenue consists of fees generated from implementation, training and application managed services, including reimbursements of out-of-pocket expenses in connection with our implementation services. Implementation services include system planning, design, configuration, testing, and other software implementation support, and are typically optional and distinct from our software. Following implementation, customers may purchase application managed services to support and maintain our software. Fees for our services are separately priced and are generally billed on an hourly basis, and revenue is recognized over time as the services are performed. In certain situations, we render professional services under agreements based upon a fixed fee for portions of or all of the engagement. Revenue related to fixed-fee-based services contracts is recognized over time based on the proportion performed.

Significant Judgements

Our customer contracts include the sale of multiple SaaS services or licensed products. Judgement is required to determine whether each service or product sold is a distinct performance obligation that should be accounted for separately. We allocate the transaction price to the distinct performance obligations based on relative standalone selling price (“SSP”). We estimate SSP based on the prices we charge our customers or by using other information such as market conditions and other observable inputs. However, the selling price of our software licenses is highly variable. Thus, we estimate SSP for software licenses using the residual approach, determined based on total transaction price less the SSP of other goods and services promised in the contract.

Contract Balances

Timing of invoicing to customers may differ from timing of revenue recognition. Payment terms for our software licenses vary. We have an established history of collecting under the terms of our software license contracts without providing refunds or concessions to our customers. Cloud subscriptions and maintenance are typically billed annually in advance. We typically bill our professional services monthly as performed. In instances where the timing of revenue recognition differs from the timing of invoicing, we have determined that our contracts generally do not include a significant financing component. The primary purpose of our invoicing terms is to provide customers with predictable ways to purchase our software and services, not to provide or receive financing. Additionally, we are applying the practical expedient to exclude from consideration any contracts with payment terms of one year or less as we rarely offer terms extending beyond one year.

Deferred revenue mainly represents amounts collected prior to having completed performance of maintenance, cloud subscriptions and professional services.

Accounting for Income Taxes

We provide for the effect of income taxes on our financial position and results of operations in accordance with the Income Taxes Topic of the ASC. Under this accounting pronouncement, income tax expense is recognized for the amount of income taxes payable or refundable for the current year and for the change in net deferred tax assets or liabilities resulting from events that are recorded for financial reporting purposes in a different reporting period than recorded in the tax return. Management must make significant assumptions, judgments, and estimates to determine our current provision for income taxes and also our deferred tax assets and liabilities and any valuation allowance to be recorded against our net deferred tax asset.

Our judgments, assumptions, and estimates relative to the current provision for income tax take into account current tax laws, our interpretation of current tax laws, allowable deductions, projected tax credits, and possible outcomes of current and future audits conducted by foreign and domestic tax authorities. We do not recognize a tax benefit unless we conclude that it is more likely than not that the benefit will be sustained on audit by the taxing authority based solely on the technical merits of the associated tax position. If the recognition threshold is met, we recognize a tax benefit measured at the largest amount of the tax benefit that, in our judgment, is greater than 50 percent likely to be realized. Changes in tax law or our interpretation of tax laws and the resolution of current and

34


future tax audits could significantly impact the amounts provided for income taxes in our statement of financial position and our statements of income. Our assumptions, judgments, and estimates relative to the value of our net deferred tax asset take into account predictions of the amount and category of future taxable income. Actual operating results and the underlying amount and category of income in future years could render our current assumptions, judgments, and estimates of recoverable net deferred taxes inaccurate, thus materially impacting our financial position and results of operations.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Foreign Business

Our international business is subject to risks typical of an international business, including, but not limited to differing economic conditions, changes in political climate, differing tax structures, other regulations and restrictions, and foreign exchange rate volatility. Our international operations currently include business activity out of offices in the Australia, Chile, China, France, Germany, India, Italy, Japan, the Netherlands, Singapore, Spain, and the United Kingdom. When the U.S. dollar strengthens against a foreign currency, the value of our sales and expenses in that currency converted to U.S. dollars decreases. When the U.S. dollar weakens, the value of our sales and expenses in that currency converted to U.S. dollars increases. We recognized foreign exchange gains of $4.7 million in 2022, compared to foreign exchange losses of $0.2 million, and $0.4 million in 2021 and 2020, respectively. Foreign exchange rate transaction gains and losses are classified in “Other (loss) income, net” in our Consolidated Statements of Income. A fluctuation of 10% in the period end exchange rates at December 31, 2022 relative to the U.S. dollar would have resulted in a change of approximately $4.6 million in the reported foreign currency loss. A fluctuation of 10% in the period end exchange rates at December 31, 2021 relative to the U.S. dollar would have resulted in a change of approximately $4.4 million in the reported foreign currency loss.

Interest Rates

We currently invest our cash and cash equivalents in a variety of financial instruments, including taxable floating rate obligations in money market funds and certificate of deposits with original maturities of less than three months when purchased. These investments are mainly denominated in U.S. dollars. Cash balances in foreign currencies overseas, except for India, are derived from business operations. Our operations in India are funded by the U.S. operations. At December 31, 2022, our cash and cash equivalents balances totaled $225.5 million, of which all is highly liquid.

Investments in both fixed rate and floating rate interest-earning instruments carry interest rate risks. Fixed rate securities may have their fair market value adversely impacted due to a rise in interest rates, while floating rate securities may produce less income than expected if interest rates fall. Due in part to these factors, our future investment income may fall short of expectations due to changes in interest rates, or we may suffer losses in principal if forced to sell securities that have seen a decline in market value due to changes in interest rates. The weighted-average interest rate of return on cash equivalents and short-term investments was immaterial for the years ended December 31, 2022 and 2021. The fair value of cash equivalents held at December 31, 2022 and 2021 was $106.6 million and $13.8 million, respectively. Based on the average cash equivalents and short-term investments outstanding during 2022 and 2021, increases or decreases in the rates of return of 25 basis points would result in increases or decreases to interest income of approximately $0.6 million from the reported interest income for both 2022 and 2021.

35


Item 8. Financial Statements and Supplementary Data

Financial Statements

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Page

Management’s Annual Report on Internal Control over Financial Reporting

37

Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting

38

Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements

39

Consolidated Statements of Income

41

Consolidated Statements of Comprehensive Income

42

Consolidated Balance Sheets

43

Consolidated Statements of Cash Flows

44

Consolidated Statements of Shareholders’ Equity

45

Notes to Consolidated Financial Statements

46

36


MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management of Manhattan Associates, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s principal executive and principal financial officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

The Company’s internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the directors of the Company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As of the end of the Company’s 2022 fiscal year, management conducted an assessment of the Company’s internal control over financial reporting based on the framework established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (COSO). Based on this assessment, management has determined that the Company’s internal control over financial reporting as of December 31, 2022 was effective.

Ernst & Young LLP, the independent registered public accounting firm that audited the Company’s financial statements for the year ended December 31, 2022, has audited the Company’s internal control over financial reporting as of December 31, 2022 and has issued a report regarding the Company’s internal control over financial reporting appearing on page 38, which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022.

/s/ Eddie Capel

Eddie Capel

President and Chief Executive Officer

February 6, 2023

/s/ Dennis B. Story

Dennis B. Story

Executive Vice President, Chief Financial Officer, and Treasurer

February 6, 2023

37


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF INTERNAL CONTROL OVER FINANCIAL REPORTING

To the Shareholders and the Board of Directors of Manhattan Associates, Inc. and Subsidiaries

Opinion on Internal Control over Financial Reporting

We have audited Manhattan Associates, Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the COSO criteria). In our opinion, Manhattan Associates, Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February 6, 2023 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 /s/ Ernst & Young LLP

Atlanta, Georgia

February 6, 2023

38


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

ON THE CONSOLIDATED FINANCIAL STATEMENTS

To the Shareholders and the Board of Directors of Manhattan Associates, Inc. and Subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Manhattan Associates, Inc. and subsidiaries (the Company) as of December 31, 2022 and 2021, the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 6, 2023 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgements. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter on the account or disclosure to which is relates.

Revenue Recognition

Description of the Matter

As described in Note 1 to the consolidated financial statements, the Company recognizes revenue upon transfer of control of promised products and services to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products or services.

The Company enters into contracts with its customers that may include promises to transfer SaaS offerings, software licenses, software maintenance and professional services. Significant judgment may be required by the Company in determining the amount of revenue recognition for these customer contracts which include multiple performance obligations, including the determination of standalone selling prices for each distinct performance obligation, particularly for products and services that are not sold separately.

Given these factors, the related audit effort in evaluating management’s judgments in determining revenue recognition for these customer agreements was extensive and required a high degree of auditor judgment.

39


How We Addressed the Matter

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company's process to identify the performance obligations in a customer arrangement, determine the standalone selling price and allocate the transaction price to those performance obligations.

Our audit procedures included, among others, reading executed contracts for a sample of sales transactions to assess management’s evaluation of significant terms, including the determination of distinct performance obligations, and tested the amounts recognized as revenue or recorded in deferred revenue. To test management’s determination of relative standalone selling price for performance obligations, we performed audit procedures that included, among others, assessing the appropriateness of the methodology applied, testing mathematical accuracy of the underlying data and calculations, and testing transactions to corroborate the data underlying the Company’s calculations. We also assessed the appropriateness of the related disclosures in the consolidated financial statements.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2002.

Atlanta, Georgia

February 6, 2023

40


MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES

Consolidated Statements of Income

(in thousands, except per share amounts)

 

Year Ended December 31,

 

 

2022

 

 

2021

 

 

2020

 

 

 

 

 

 

 

 

 

 

Revenue:

 

 

 

 

 

 

 

 

Cloud subscriptions

$

176,458

 

 

$

122,195

 

 

$

79,830

 

Software license

 

24,848

 

 

 

37,070

 

 

 

38,284

 

Maintenance

 

142,198

 

 

 

145,841

 

 

 

147,748

 

Services

 

394,096

 

 

 

334,799

 

 

 

303,569

 

Hardware

 

29,484

 

 

 

23,738

 

 

 

16,941

 

Total revenue

 

767,084

 

 

 

663,643

 

 

 

586,372

 

Costs and expenses:

 

 

 

 

 

 

 

 

Cost of software license

 

2,126

 

 

 

2,309

 

 

 

2,894

 

Cost of cloud subscriptions, maintenance and services

 

356,111

 

 

 

295,518

 

 

 

266,993

 

Research and development

 

111,877

 

 

 

97,628

 

 

 

84,276

 

Sales and marketing

 

64,537

 

 

 

57,855

 

 

 

47,758

 

General and administrative

 

73,070

 

 

 

68,086

 

 

 

61,444

 

Depreciation and amortization

 

6,663

 

 

 

7,914

 

 

 

8,946

 

Total costs and expenses

 

614,384

 

 

 

529,310

 

 

 

472,311

 

Operating income

 

152,700

 

 

 

134,333

 

 

 

114,061

 

Interest income

 

596

 

 

 

68

 

 

 

98

 

Other loss, net

 

4,825

 

 

 

(329

)

 

 

(383

)

Income before income taxes

 

158,121

 

 

 

134,072

 

 

 

113,776

 

Income tax provision

 

29,162

 

 

 

23,600

 

 

 

26,536

 

Net income

$

128,959

 

 

$

110,472

 

 

$

87,240

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

$

2.05

 

 

$

1.74

 

 

$

1.37

 

Diluted earnings per share

$

2.03

 

 

$

1.72

 

 

$

1.36

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares:

 

 

 

 

 

 

 

 

Basic

 

62,768

 

 

 

63,445

 

 

 

63,538

 

Diluted

 

63,408

 

 

 

64,323

 

 

 

64,333

 

The accompanying notes are an integral part of these Consolidated Statements of Income.

41


MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

(in thousands)

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

128,959

 

 

$

110,472

 

 

$

87,240

 

Foreign currency translation adjustment

 

 

(7,704

)

 

 

(1,566

)

 

 

(415

)

Comprehensive income

 

$

121,255

 

 

$

108,906

 

 

$

86,825

 

The accompanying notes are an integral part of these Consolidated Statements of Comprehensive Income.

42


MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(in thousands, except share and per share data)

 

 

December 31,

 

 

 

2022

 

 

2021

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

225,463

 

 

$

263,706

 

Accounts receivable, net of allowance of $6,009 and $2,419, at December 31, 2022 and December 31, 2021, respectively

 

 

166,767

 

 

 

124,420

 

Income taxes receivable

 

 

647

 

 

 

2,597

 

Prepaid expenses

 

 

18,884

 

 

 

17,053

 

Other current assets

 

 

3,614

 

 

 

643

 

Total current assets

 

 

415,375

 

 

 

408,419

 

 

 

 

 

 

 

 

Property and equipment, net

 

 

12,803

 

 

 

13,889

 

Operating lease right-of-use assets

 

 

17,794

 

 

 

27,272

 

Goodwill, net

 

 

62,230

 

 

 

62,239

 

Deferred income taxes

 

 

37,206

 

 

 

7,650

 

Other assets

 

 

24,770

 

 

 

20,239

 

Total assets

 

$

570,178

 

 

$

539,708

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

25,701

 

 

$

19,625

 

Accrued compensation and benefits

 

 

54,469

 

 

 

53,104

 

Accrued and other liabilities

 

 

24,569

 

 

 

22,741

 

Deferred revenue

 

 

208,807

 

 

 

153,196

 

Income taxes payable

 

 

2,049

 

 

 

376

 

Total current liabilities

 

 

315,595

 

 

 

249,042

 

 

 

 

 

 

 

 

Operating lease liabilities, long-term

 

 

14,065

 

 

 

23,157

 

Other non-current liabilities

 

 

13,718

 

 

 

16,865

 

 

 

 

 

 

 

 

Commitments and contingencies (Note 5)

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders' equity:

 

 

 

 

 

 

Preferred stock, no par value; 20,000,000 shares authorized, no shares issued or outstanding at December 31, 2022 and December 31, 2021

 

 

-

 

 

 

-

 

Common stock, $.01 par value; 200,000,000 shares authorized; 62,191,570 and 63,154,494 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively

 

 

621

 

 

 

631

 

Retained earnings

 

 

253,711

 

 

 

269,841

 

Accumulated other comprehensive loss

 

 

(27,532

)

 

 

(19,828

)

Total shareholders' equity

 

 

226,800

 

 

 

250,644

 

Total liabilities and shareholders' equity

 

$

570,178

 

 

$

539,708

 

The accompanying notes are an integral part of these Consolidated Balance Sheets.

43


MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(in thousands)

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

 

 

 

 

 

 

 

 

 

 

Operating activities:

 

 

 

 

 

 

 

 

 

Net income

 

$

128,959

 

 

$

110,472

 

 

$

87,240

 

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

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

6,663

 

 

 

7,914

 

 

 

8,946

 

Equity-based compensation

 

 

59,361

 

 

 

43,259

 

 

 

33,355

 

Loss (gain) on disposal of equipment

 

 

(89

)

 

 

7

 

 

 

21

 

Deferred income taxes

 

 

(29,711

)

 

 

(1,912

)

 

 

1,036

 

Unrealized foreign currency (gain) loss

 

 

(1,515

)

 

 

(493

)

 

 

897

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

Accounts receivable, net

 

 

(44,056

)

 

 

(16,650

)

 

 

(6,592

)

Other assets

 

 

(10,247

)

 

 

(6,533

)

 

 

(971

)

Accounts payable, accrued and other liabilities

 

 

11,794

 

 

 

12,256

 

 

 

(3,097

)

Income taxes

 

 

765

 

 

 

(3,667

)

 

 

1,886

 

Deferred revenue

 

 

57,706

 

 

 

40,530

 

 

 

18,164

 

Net cash provided by operating activities

 

 

179,630

 

 

 

185,183

 

 

 

140,885

 

 

 

 

 

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

 

(6,587

)

 

 

(4,016

)

 

 

(2,730

)

Net cash used in investing activities

 

 

(6,587

)

 

 

(4,016

)

 

 

(2,730

)

 

 

 

 

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

 

 

 

 

Purchase of common stock

 

 

(204,460

)

 

 

(120,418

)

 

 

(43,561

)

Net cash used in financing activities

 

 

(204,460

)

 

 

(120,418

)

 

 

(43,561

)

 

 

 

 

 

 

 

 

 

 

Foreign currency impact on cash

 

 

(6,826

)

 

 

(1,748

)

 

 

(567

)

 

 

 

 

 

 

 

 

 

 

Net change in cash and cash equivalents

 

 

(38,243

)

 

 

59,001

 

 

 

94,027

 

Cash and cash equivalents at beginning of period

 

 

263,706

 

 

 

204,705

 

 

 

110,678

 

Cash and cash equivalents at end of period

 

$

225,463

 

 

$

263,706

 

 

$

204,705

 

 

 

 

 

 

 

 

 

 

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

 

 

 

 

Cash paid for taxes

 

$

58,022

 

 

$

29,162

 

 

$

23,766

 

The accompanying notes are an integral part of these Consolidated Statements of Cash Flows.

44


MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES

Consolidated Statements of Shareholders’ Equity

(in thousands, except share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

Other

 

 

Total

 

 

 

Common Stock

 

 

Paid-In

 

 

Retained

 

 

Comprehensive

 

 

Shareholders'

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Earnings

 

 

Income (Loss)

 

 

Equity

 

Balance, December 31, 2019

 

 

63,456,986

 

 

$

635

 

 

$

-

 

 

$

159,490

 

 

$

(17,847

)

 

$

142,278

 

Repurchase of common stock

 

 

(562,299

)

 

 

(6

)

 

 

(33,349

)

 

 

(10,206

)

 

 

-

 

 

 

(43,561

)

Restricted stock units issuance

 

 

632,499

 

 

 

6

 

 

 

(6

)

 

 

-

 

 

 

-

 

 

 

-

 

Equity-based compensation

 

 

-

 

 

 

-

 

 

 

33,355

 

 

 

-

 

 

 

-

 

 

 

33,355

 

Foreign currency translation adjustment

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(415

)

 

 

(415

)

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

87,240

 

 

 

-

 

 

 

87,240

 

Balance, December 31, 2020

 

 

63,527,186

 

 

 

635

 

 

 

-

 

 

 

236,524

 

 

 

(18,262

)

 

 

218,897

 

Repurchase of common stock

 

 

(887,782

)

 

 

(9

)

 

 

(43,254

)

 

 

(77,155

)

 

 

-

 

 

 

(120,418

)

Restricted stock units issuance

 

 

515,090

 

 

 

5

 

 

 

(5

)

 

 

-

 

 

 

-

 

 

 

-

 

Equity-based compensation

 

 

-

 

 

 

-

 

 

 

43,259

 

 

 

-

 

 

 

-

 

 

 

43,259

 

Foreign currency translation adjustment

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,566

)

 

 

(1,566

)

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

110,472

 

 

 

-

 

 

 

110,472

 

Balance, December 31, 2021

 

 

63,154,494

 

 

 

631

 

 

 

-

 

 

 

269,841

 

 

 

(19,828

)

 

 

250,644

 

Repurchase of common stock

 

 

(1,569,531

)

 

 

(16

)

 

 

(59,355

)

 

 

(145,089

)

 

 

-

 

 

 

(204,460

)

Restricted stock units issuance

 

 

606,607

 

 

 

6

 

 

 

(6

)

 

 

-

 

 

 

-

 

 

 

-

 

Equity-based compensation

 

 

-

 

 

 

-

 

 

 

59,361

 

 

 

-

 

 

 

-

 

 

 

59,361

 

Foreign currency translation adjustment

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(7,704

)

 

 

(7,704

)

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

128,959

 

 

 

-

 

 

 

128,959

 

Balance, December 31, 2022

 

 

62,191,570

 

 

 

621

 

 

 

-

 

 

 

253,711

 

 

 

(27,532

)

 

 

226,800

 

The accompanying notes are an integral part of these Consolidated Statements of Shareholders’ Equity.

45


MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2022, 2021 and 2020

 

 

Total

 

 

2018

 

 

2019

 

 

2020

 

 

2021

 

 

2022

 

 

Thereafter

 

Operating Lease Obligations

 

$

43,229

 

 

$

7,308

 

 

$

5,865

 

 

$

5,360

 

 

$

5,277

 

 

$

5,056

 

 

$

14,363

 

1. Organization, Consolidation and Summary of Significant Accounting Policies

Organization and Business

Manhattan Associates, Inc. (“Manhattan”, the “Company”, “we”, “our”, or “us”) is a developer and provider of supply chain commerce solutions that help organizations optimize the effectiveness, efficiency, and strategic advantages of their supply chains. Our solutions consist of software, services, and hardware, which coordinate people, workflows, assets, events, and tasks holistically across the functions linked in a supply chain from planning through execution. These solutions also help coordinate the actions, data exchange, and communication of participants in supply chain ecosystems, such as manufacturers, suppliers, distributors, trading partners, transportation providers, channels (such as catalogers, store retailers, and Web outlets), and consumers.

Our operations are in North and South America (the “Americas"), Europe (EMEA), and the Asia/Pacific (APAC) region. The Americas operation are conducted through the Parent Company, Manhattan Associates, Inc., and its wholly-owned subsidiary, Manhattan Associates Chile Spa. The European operations are conducted through our wholly-owned subsidiaries, Manhattan Associates Limited, Manhattan Associates Europe B.V., Manhattan France SARL, and Manhattan Associates GmbH, in the United Kingdom, the Netherlands, France, and Germany, respectively. Our Asia/Pacific operations are conducted through our wholly-owned subsidiaries, Manhattan Associates Pty Ltd., Manhattan Associates KK, Manhattan Associates Software (Shanghai), Co. Ltd., Manhattan Associates Software Pte Ltd., and Manhattan Associates (India) Development Centre Private Limited in Australia, Japan, China, Singapore, and India, respectively. We occasionally sell our products and services in other countries, such as countries in Latin America, Eastern Europe, Middle East, and Asia, through our direct sales channel as well as various reseller channels.

Risks Associated with Single Business Line, Technological Advances, and Foreign Operations

We currently derive a substantial portion of our revenues from sales of cloud solutions and related services and hardware. The markets for supply chain commerce solutions are highly competitive, subject to rapid technological change, changing customer needs, frequent new product introductions, and evolving industry standards that may render existing products and services obsolete. As a result, our position in these markets could be eroded rapidly by unforeseen changes in customer requirements for application features, functions, and technologies.

Our international business is subject to risks typical of an international business, including, but not limited to, differing economic conditions, changes in political climate, differing tax structures, other regulations and restrictions, and foreign exchange rate volatility. We recognized foreign exchange gains of $4.7 million in 2022, compared to foreign exchange losses of $0.2 million and $0.4 million in 2021 and 2020, respectively. Foreign exchange rate transaction gains and losses are classified in “Other (loss) income, net” on the Consolidated Statements of Income.

In addition, we have a large development center in Bangalore, India, that does not have a natural in-market revenue hedge to mitigate currency risk to our operating expenses in India. Fluctuations in the value of other currencies, particularly the Indian Rupee, could significantly affect our revenues, expenses, operating profit and net income.

Principles of Consolidation and Foreign Currency Translation

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

The financial statements of foreign subsidiaries have been translated into United States dollars in accordance with the foreign currency matters topic in the FASB’s Accounting Standards Codification (the “Codification”). Revenues and expenses from international operations were denominated in the respective local currencies and translated using the average monthly exchange rates for the year. All balance sheet accounts have been translated using the exchange rates in effect at the balance sheet date and the effect of changes in exchange rates from year to year are disclosed as a separate component of shareholders’ equity and comprehensive income.

IndemnitiesSummary of Significant Accounting Policies

Cash and Cash Equivalents

We consider all highly liquid investments purchased with original maturities of three months or less to be cash or cash equivalents.

46


Concentrations of Credit Risk

Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. We maintain cash and cash equivalents with various financial institutions. Amounts held are above the federally insured limit.

Our sales are primarily to companies located in the United States, Europe and Asia. We perform periodic credit evaluations of our customers’ financial condition and do not require collateral. Accounts receivable are due principally from large U.S., European and Asia Pacific companies under stated contract terms. Accounts receivable, net as of December 31, 2022 for the Americas, EMEA, and APAC segments were $133.6 million, $28.1 million, and $5.0 million, respectively. Accounts receivable, net as of December 31, 2021 for the Americas, EMEA, and APAC segments were $100.4 million, $19.5 million, and $4.5 million, respectively. Our top five customers in aggregate accounted for 11%, 12%, and 12% of total revenue recognized for each of the years ended December 31, 2022 (“2022”), the year ended December 31, 2021 (“2021”), and the year ended December 31, 2020 (“2020”), respectively. No single customer accounted for more than 10% of revenue in 2022, 2021 and 2020, or more than 10% of accounts receivable as of December 31, 2022 and 2021.

Fair Value Measurement

We measure our 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 1–Quoted prices in active markets for identical instruments.
Level 2–Quoted 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 3–Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

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 one year or greater 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 December 31, 2022, the Company’s cash and cash equivalents were $118.9 million and $106.6 million, respectively. We currently have no long-term investments. Cash equivalents consist of highly liquid money market funds of $100.4 million and certificates of deposit of $6.2 million. For money market funds, we use quoted prices from active markets that are classified as Level 1, the highest level of observable input in the disclosure hierarchy framework. The Company had no investments at December 31, 2022.

The carrying values of cash and cash equivalents, short-term investments, accounts receivable, and accounts payable included in the accompanying Consolidated Balance Sheets approximate their fair values principally due to the short-term maturities of these instruments.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Significant estimates include the allowance for doubtful accounts, which is based upon an evaluation of historical amounts written-off, the customers’ ability to pay, and general economic conditions; self-insurance accruals; impairment testing of goodwill; and our effective income tax rate (including the impact of unrecognized tax benefits) and deferred tax assets, which are based upon our expectations of future taxable income, allowable deductions, and projected tax credits. Actual results will differ from these estimates.

47


Revenue Recognition

We recognize revenue when we transfer control of the promised products or services to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those products or services. We derive our revenue from cloud subscriptions, software licenses, customer support services and software enhancements (“maintenance”), implementation and training services, and sales of hardware. We exclude sales and usage-based taxes from revenue.

Nature of Products and Services

Cloud subscriptions includes software as a service (“SaaS”) and arrangements which provide customers with the right to use our software within a cloud environment that we provide and manage where the customer does not have the right to take possession of the software without significant penalty. SaaS and hosting revenues are recognized over the contract period. For contracts that include a perpetual license and hosting services, we generally consider the arrangement as an overall service, recognized over the initial hosting term. The software license fee typically due at the outset of the arrangement is not payable again if the customer renews the hosting services, so that the customer’s option to renew the hosting services is a material right, the revenue from which, if the option is exercised, we will recognize over the applicable renewal period.

Our perpetual software licenses provide the customer with a right to use the software as it exists at the time of purchase. We recognize revenue for distinct software licenses once the license period has begun and we have made the software available to the customer. Our perpetual software licenses are typically sold with maintenance under which we provide a comprehensive 24 hours per day, 365 days per year program that provides customers with software upgrades, when and if available, which include additional or improved functionality and technological advances incorporating emerging supply chain and industry initiatives. Revenue related to maintenance is generally paid in advance and recognized over the term of the agreement, typically twelve months.

Our services revenue consists of fees generated from implementation, training and application managed services, including reimbursements of out-pocket expenses in connection with our implementation services. Implementation services include system planning, design, configuration, testing, and other software implementation support, and are typically optional and distinct from our software. Following implementation, customers may purchase application managed services to support and maintain our software. Fees for our services are separately priced and are generally billed on an hourly basis, and revenue is recognized over time as the services are performed. In certain situations, we render professional services under agreements based upon a fixed fee for portions of or all of the engagement. Revenue related to fixed-fee-based services contracts is recognized over time based on the proportion performed.

As part of a complete solution, our customers periodically purchase hardware products developed and manufactured by third parties from us for use with the software licenses purchased from us. These products include computer hardware, radio frequency terminal networks, radio frequency identification (RFID) chip readers, bar code printers and scanners, and other peripherals. As we do not physically control the hardware that we sell, we are acting as an agent in the transaction and recognize our hardware revenue net of related cost. We recognize hardware revenue when control is transferred to the customer upon shipment.

Significant Judgements

Our contracts with customers typically contain promises to transfer multiple products and services to a customer. Judgement is required to determine whether each product and service is considered to be a distinct performance obligation that should be accounted for separately under the contract. We allocate the transaction price to the distinct performance obligations based on relative standalone selling price (“SSP”). We estimate SSP based on the prices charged to customers, or by using information such as market conditions and other observable inputs. However, the selling price of our software licenses is highly variable. Thus, we estimate SSP for software licenses using the residual approach, determined based on total transaction price less the SSP of other goods and services promised in the contract.

Contract Balances

Cloud subscriptions and maintenance are typically billed annually in advance.Timing of invoicing to customers may differ from timing of revenue recognition. Payment terms for our software licenses vary. We have an established history of collecting under the terms of our software license contracts without providing refunds or concessions to our customers. Cloud subscriptions and maintenance are typically billed annually in advance. Services are typically billed monthly as performed. In instances where the timing of revenue recognition differs from the timing of invoicing, we have determined that our contracts generally do not include a significant financing component. The primary purpose of our invoicing terms is to provide customers with predictable ways to purchase our software and services, not to provide or receive financing. Additionally, we are applying the practical expedient to exclude from consideration any contracts with payment terms of one year or less as we rarely offer terms extending beyond one year.

48


Deferred revenue mainly represents amounts collected prior to having completed performance of maintenance, cloud subscriptions and professional services. $147.5 million of revenue that was included in the deferred revenue balance as of December 31, 2021 was recognized in 2022.

No revenue was recognized in 2022 from performance obligations that were satisfied in prior periods.

Remaining Performance Obligations

As of December 31, 2022, approximately $1,051.5 million of revenue is expected to be recognized from remaining performance obligations. Over 97% of our reported performance obligations represent cloud native subscriptions with a non-cancelable term greater than one year (including cloud-deferred revenue as well as amounts we will invoice and recognize as revenue from our performance of cloud services in future periods). Maintenance contracts are typically one year in duration and are not included in the remaining performance obligations. We expect to recognize revenue on approximately 40% of these remaining performance obligations over the next 24 months with the balance recognized thereafter. We have elected not to provide disclosures regarding remaining performance obligations for contracts with a term of 1 year or less.

Returns and Allowances

We have not experienced significant returns or warranty claims to date and, as a result, have not recorded a provision for the cost of returns and product warranty claims.

We record an allowance for doubtful accounts based on historical experience of write-offs and a detailed assessment of accounts receivable. Additions to the allowance for credit losses generally represent a sales allowance on services revenue, which are recorded to operations as a reduction to services revenue. Total amount charged to operations in 2022, 2021 and 2020 was $5.4 million, $2.5 million and $3.5 million, respectively.

Our analysis involved utilizing a model of internal historical losses data. In estimating the allowance for doubtful accounts, we consider the age of the accounts receivable, our historical write-offs, and the creditworthiness of the customer, among other factors. Should any of these factors change, the estimates made by us will also change accordingly, which could affect the level of our future allowances. We also analyzed future expected credit losses given ever present changes to future risks in projected economic conditions and future risks of customer collection.

Deferred Commissions

We consider sales commissions to be incremental costs of obtaining a contract with a customer. We defer and recognize an asset for sales commissions related to performance obligations with an expected period of benefit of more than one year. We apply the practical expedient to expense sales commissions when the amortization period would have been one year or less. Deferred commissions were $29.9 million as of December 31, 2022, of which $21.9 million is included in other assets and $8.0 million is included in prepaid expenses.Deferred commissions were $23.2 million as of December 31, 2021, of which $16.9 million is included in other assets and $6.3 million is included in prepaid expenses. Sales commission expense is included in Sales and Marketing expense in the accompanying consolidated statement of operations. Amortization of sales commissions in 2022, 2021 and 2020 was $7.5 million, $5.2 million and $3.1 million respectively. No impairment losses were recognized during2022, 2021 and 2020.

Property and Equipment

Property and equipment is recorded at cost and consists of furniture, computers, other office equipment, and leasehold improvements. We depreciate the cost of furniture, computers, and other office equipment on a straight-line basis over their estimated useful lives (five years for office equipment, seven years for furniture and fixtures). Leasehold improvements are depreciated over the lesser of their useful lives or the term of the lease. Depreciation and amortization expense for 2022, 2021 and 2020 was approximately $6.7 million, $7.9 million, and $8.9 million, respectively, and was included in “Depreciation and amortization” in the Consolidated Statements of Income. Amortization expense on intangible assets in 2022, 2021 and 2020 was immaterial.

49


Property and equipment, at cost, consist of the following (in thousands):

 

 

December 31,

 

 

 

2022

 

 

2021

 

Office equipment

 

$

39,273

 

 

$

37,435

 

Furniture and fixtures

 

 

4,871

 

 

 

5,012

 

Leasehold improvement

 

 

23,518

 

 

 

24,142

 

Property and equipment, gross

 

 

67,662

 

 

 

66,589

 

Less accumulated depreciation

 

 

(54,859

)

 

 

(52,700

)

Property and equipment, net

 

$

12,803

 

 

$

13,889

 

Software Development Costs

Research and development expenses are charged to expense as incurred. For 2022, 2021 and 2020, we did not capitalize any internal research and development costs because the costs incurred between the attainment of technological feasibility for the related software product through the date when the product was available for general release to customers were insignificant.

We determine the amount of development costs capitalizable under the provisions of FASB Codification accounting for costs of computer software to be sold, leased, or marketed. Under this guidance, computer software development costs are charged to R&D expense until technological feasibility is established, after which remaining software production costs are capitalized. We have defined technological feasibility as the point in time at which we have a detailed program design or a working model of the related product, depending on the type of development efforts, and high-risk development issues have been resolved through end-to-end system testing.

Impairment of Long-Lived Assets

We review the values assigned to long-lived assets, including property and certain intangible assets, to determine whether events and circumstances have occurred which indicate that the remaining estimated useful lives may warrant revision or that the remaining balances may not be recoverable. In such reviews, undiscounted cash flows associated with these assets are compared with their carrying value to determine if a write-down to fair value is required. During 2022, 2021 and 2020, we did not recognize any impairment charges associated with our long-lived or intangible assets.

The evaluation of asset impairment requires management to make assumptions about future cash flows over the life of the asset being evaluated. These assumptions require significant judgment, and actual results may differ from assumed and estimated amounts.

Goodwill and Impairment of Goodwill

Goodwill

Goodwill represents the excess of the consideration transferred over the fair value of net identified tangible and intangible assets and liabilities acquired. We do not amortize goodwill. Instead, we evaluate goodwill for impairment on at least an annual basis. Goodwill was $62.2 million at the end of both years ended December 31, 2022 and 2021.

Impairment of Goodwill

We evaluate the carrying value of goodwill annually as of December 31 and between annual evaluations if events occur or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. Such circumstances could include, but are not limited to, (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator.

We applied the simplified goodwill impairment test for 2022, that permits companies to perform a qualitative assessment based on economic, industry and company-specific factors as the initial step in the annual goodwill impairment test for all or selected reporting units. Based on the results of the qualitative assessment, companies are only required to perform Step 1 of the annual impairment test for a reporting unit if the company concludes that it is not more likely than not that the unit’s fair value is less than its carrying amount. To the extent we conclude that it is more likely than not that a reporting unit’s estimated fair value is less than its carrying amount, the two-step approach is applied. The first step would require a comparison of each reporting unit’s fair value to the respective carrying amount. If the carrying amount exceeds the fair value, a second step is performed to measure the amount of impairment loss, if any. We did not identify any macroeconomic or industry conditions as of December 31, 2022, that would indicate that the fair value of the reporting units were more likely than not to be less than their respective carrying values. If circumstances

50


change or events occur to indicate that it is more likely than not that the fair value of any reporting units have fallen below their carrying amount, we would record an impairment charge based on that difference. We performed our periodic review of goodwill for impairment as of December 31, 2022 and 2021, and did not identify any impairment as a result of the review.

Guarantees and Indemnities

We account for guarantees in accordance with the guarantee accounting topic in the FASB Codification.Our customer contracts generally contain infringement indemnity provisions. Under those provisions, we generally agree, subject to certain exceptions, to indemnify, defend, and hold harmless the customer in connection with third party claims against the customer alleging that the customer’s use of our software products in compliance with their license infringe the third party’s patent, copyright, or other intellectual property rights. Conditions to our obligations generally include that we are provided the right to control the defense of the claims and, in general, to control settlement negotiations. Those provisions generally provide also that, if the customer is prevented from using our software because of a third party infringement claim, our sole obligation (in addition to the indemnification, defense, and hold harmless obligation referred to above) is to, at our expense, (i) procure for the customer the right to continue to use the software, (ii) to replace or modify the product so that its use by the customer does not infringe, or, if either of the foregoing are not reasonably feasible, to terminate the customer contract and provide a refund of the unamortized portion of the customer’s license fee (based on a five year amortization period). Our customer contracts sometimes also require us to indemnify, defend, and hold harmless the customer in connection with death, personal injury, or property damage claims made by third parties with respect to actions of our personnel or contractors. The indemnity obligations contained in our customer contracts generally have no specified expiration date and no specified monetary limitation on liability. We have not previously incurred costs to settle claims or pay awards under these indemnification obligations. We account for these indemnity obligations in accordance with FASB guidance on accounting for contingencies, and record a liability for these obligations when a loss is probable and reasonably estimable. We have not recorded any liabilities for these contracts as of December 31, 2017.2022, or 2021.

Warranties

In general, in our customer software license contracts, we warrant to our customers that our software products will perform in all material respects in accordance with ourthe standard published specifications in effect at the time of delivery of the licensed products to the customer for six months after first use of the licensed products, but no more than 24 months after execution of the license agreement. We also generally warrant in our Cloud subscription agreements that we will perform the Cloud services in all material respects as defined in the agreement during the service period. Additionally, we warrant to our customers that our services will be performed consistent with generally accepted industry standards or specific service levels through completion of the agreed upon services. If necessary, we wouldwill provide for the estimated cost of product and service warranties based on specific warranty claims and claim history. However, we have not incurred significant recurring expenseexpenses under our product or service warranties. As a result, we believe the estimated fair value of these agreements is nominal. Accordingly, we have no liabilities recorded for these agreements as of December 31, 2017.2022 and 2021.

Segment Information

ApplicationWe have three reportable segments as defined by the FASB Codification topic for segment reporting: Americas, EMEA, and APAC. See Note 8 for discussion of Critical Accounting Policiesour reportable segments.

Basic and EstimatesDiluted Net Income Per Share

The SEC defines “critical accounting policies” as those that require applicationBasic net income per share is computed using net income divided by the weighted average number of management’s most difficult, subjective, or complex judgments, often as a resultshares of common stock outstanding (“Weighted Shares”) for the need to make estimates aboutperiod presented.

Diluted net income per share is computed using net income divided by Weighted Shares and the treasury stock method effect of matterscommon equivalent shares (“CESs”) outstanding for each period presented. In the following table, we present a reconciliation of

51


earnings per share and the shares used in the computation of earnings per share for the years ended December 31, 2022, 2021 and 2020 (in thousands, except per share data):

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

 

 

(in thousands, except per share data)

 

Net income

 

$

128,959

 

 

$

110,472

 

 

$

87,240

 

Earnings per share:

 

 

 

 

 

 

 

 

 

Basic

 

$

2.05

 

 

$

1.74

 

 

$

1.37

 

Effect of CESs

 

 

(0.02

)

 

 

(0.02

)

 

 

(0.01

)

Diluted

 

$

2.03

 

 

$

1.72

 

 

$

1.36

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares:

 

 

 

 

 

 

 

 

 

Basic

 

 

62,768

 

 

 

63,445

 

 

 

63,538

 

Effect of CESs

 

 

640

 

 

 

878

 

 

 

795

 

Diluted

 

 

63,408

 

 

 

64,323

 

 

 

64,333

 

The number of anti-dilutive CESs in 2022, 2021 and 2020 was immaterial. See Note 2 for further information on those securities.

Accumulated Other Comprehensive Income

Comprehensive income includes net income and foreign currency translation adjustments that are inherently uncertainexcluded from net income and may changereflected in subsequent periods.

36


Our Consolidated Financial Statements are prepared in accordance with U.S. generally accepted accounting principles (GAAP).shareholders’ equity. The preparationentire accumulated other comprehensive income balance as of financial statements in conformity with GAAP requires us to make estimatesDecember 31, 2022 and assumptions in certain circumstances that affect amounts reported in the accompanying consolidated financial statements and related footnotes. We believe that estimates, judgments, and assumptions upon which we rely are reasonable based on information available to us at the time that these estimates, judgments, and assumptions are made. To the extent there are material differences between those estimates, judgments, or assumptions and actual results, our financial statements will be affected. The accounting policies that reflect our more significant estimates, judgments, and assumptions are: Revenue Recognition and Accounting for Income Taxes.2021 represents foreign currency translation adjustments.

Revenue Recognition

The Company’s revenue consists of fees from software licensing; cloud subscriptions; customer support services and software enhancements (collectively, “maintenance”); fees from implementation and training services, and reimbursements of out-pocket expenses in connection with our services (collectively, “services”) and sales of hardware (“hardware”).

The Company recognizes license revenue when the following criteria are met: (1) a signed contract is obtained covering all elements of the arrangement, (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 (VSOE) of the fair values of all undelivered elements in a multiple-element arrangement that is not accounted for using long-term contract accounting, (b) VSOE 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 are satisfied. For those contracts that contain significant customization or modifications, license revenue is recognized using contract accounting.

Cloud subscriptions includes software as a service (“SaaS”) and arrangements which provide customers with the right to use our software within a cloud-based environment that we provide and manage, where the customer does not have the right to take possession of the software without significant penalties. SaaS and hosting revenues are recognized over the term of the related arrangements.  For hosting arrangements, where perpetual licenses are also sold, the initial non-cancellable hosting period generally results in the arrangements being accounted for as service agreements, accordingly, amounts billed for the licenses are recognized over the customer relationship period.

Payment terms for the Company’s software licenses vary. Each contract is evaluated individually to determine whether the fees in the contract are fixed or determinable and whether collectability is probable. 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 collectability is probable, and the Company could be required to defer the recognition of revenue until the Company receives customer payments. The Company has an established history of collecting under the terms of its software license contracts without providing refunds or concessions to its customers. Therefore, the Company has determined that the presence of payment terms that extend beyond contract execution in a particular contract do not preclude the conclusion that the fees in the contract are fixed or determinable. Although infrequent, when payment terms in a contract extend beyond our standard terms or twelve months, the Company has determined that such fees are not fixed or determinable and recognizes revenue as payments become due provided that all other conditions for revenue recognition have been met.

The Company allocates revenue to maintenance and any other undelivered elements of the arrangement based on 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. For arrangements that include future software functionality deliverables, the Company accounts for these deliverables as a separate element of the arrangement. Because the Company does not sell these deliverables on a standalone basis, the Company is not able to establish VSOE of fair value of these deliverables. As a result, the Company defers all revenue under the arrangement until the future functionality has been delivered to the customer.

The Company’s services revenue consists of fees generated from implementation and training services (collectively “professional services”), and reimbursements of out-pocket expenses in connection with our services. Professional services include system planning, design, configuration, testing, and other software implementation support, and are not typically essential to the functionality of the software. Fees from professional services performed by the Company are separately priced and are generally billed on an hourly basis, and revenue is recognized as the services are performed. In certain situations, professional services are 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

37


an overall services arrangement. The Company has determined that output measures, or services delivered, approximate the input measures associated with fixed-fee services arrangements. Project losses are provided for in their entirety in the period in which they become known. Revenue related to maintenance is generally paid in advance and recognized ratably over the term of the agreement, typically twelve months.

In accordance with the other presentation matters within the Revenue Recognition Topic of the ASC, the Company recognizes amounts associated with reimbursements from customers for out-of-pocket expenses as revenue. Such amounts have been included in services revenue in the Condensed Consolidated Statements of Income. The total amount of expense reimbursement recorded to revenue was $17.9 million, $18.3 million, and $20.2 million for 2017, 2016 and 2015, respectively.

Hardware 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 Company’s software solutions. As part of a complete solution, the Company’s customers periodically purchase hardware from the Company for use with the software licenses purchased from the Company. 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 Company’s vendors only after receiving an order from a customer. As a result, the Company generally does not maintain hardware inventory.

Accounting for Income Taxes

We provide for the effect of income taxes on our financial position and results of operations in accordance with the Income Taxes Topic of the ASC.Codification. Under this accounting pronouncement, income tax expense is recognized for the amount of income taxes payable or refundable for the current year and for the change in net deferred tax assets or liabilities resulting from events that are recorded for financial reporting purposes in a different reporting period than recorded in the tax return. Management must make significant assumptions, judgments, and estimates to determine our current provision for income taxes and also, our deferred tax assets and liabilities, and any valuation allowance to be recorded against our net deferred tax asset.

Our judgments, assumptions, and estimates relative to the current provision for income tax take into account current tax laws, our interpretation of current tax laws, allowable deductions, projected tax credits, and possible outcomes of current and future audits conducted by foreign and domestic tax authorities. We do not recognize a tax benefit unless we conclude that it is more likely than not that the benefit will be sustained on audit by the taxing authority based solely on the technical merits of the associated tax position. If the recognition threshold is met, we recognize a tax benefit measured at the largest amount of the tax benefit that, in our judgment, is greater than 50 percent likely to be realized. Changes in tax law or our interpretation of tax laws and the resolution of current and future tax audits could significantly impact the amounts provided for income taxes in our financial position and results of operations. Our assumptions, judgments, and estimates relative to the value of our net deferred tax asset take into account predictions of the amount and category of future taxable income. Actual operating results and the underlying amount and category of income in future years could render our current assumptions, judgments, and estimates of recoverable net deferred taxes inaccurate, thus materially impacting our financial position and results of operations.

Equity-Based Compensation

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Foreign Business

Our international business is subject to risks typical of an international business, including, but not limited to differing economic conditions, changes in political climate, differing tax structures, other regulations and restrictions, and foreign exchange rate volatility. Our international operations currently include business activity out of offices in the United Kingdom, the Netherlands, France, Germany, Australia, Chile, China, Japan, Singapore, and India. When the U.S. dollar strengthens against a foreign currency, the value of our sales and expenses in that currency converted to U.S. dollars decreases. When the U.S. dollar weakens, the value of our sales and expenses in that currency converted to U.S. dollars increases. We recognized foreign exchange losses of $1.8 million and $0.1 million in 2017 and 2015, respectively, and a foreign exchange gain of $0.6 million in 2016. Foreign exchange rate transaction gains and losses are classified in “Other income (loss), net” in our Consolidated Statements of Income. A fluctuation of 10% in the period end exchange rates at December 31, 2017 relative to the U.S. dollar would result in a change of approximately $0.4 million in the reported foreign currency loss. A fluctuation of 10% in the period end exchange rates at December 31, 2016 relative to the U.S. dollar would result in a change of approximately $0.3 million in the reported foreign currency gain.

38


Interest Rates

We currently invest our cash and cash equivalents in a variety of financial instruments, including taxable floating rate obligations in money market funds and certificate of deposits of less than three months when purchased. These investments are mainly denominated in U.S. dollars. Cash balances in foreign currencies overseas, except for India, are derived from business operations. India operations are funded by the U.S. At December 31, 2017, our cash and cash equivalents balances totaled $125.5 million, of which all is highly liquid. Our cash equivalents balance at December 31, 2017 was $35.1 million.

Investments in both fixed rate and floating rate interest-earning instruments carry interest rate risk. Fixed rate securities may have their fair market value adversely impacted due to a rise in interest rates, while floating rate securities may produce less income than expected if interest rates fall. Due in part to these factors, our future investment income may fall short of expectations due to changes in interest rates, or we may suffer losses in principal if forced to sell securities that have seen a decline in market value due to changes in interest rates. The weighted-average interest rate of return on cash equivalents was approximately 1% for the years ended December 31, 2017 and 2016. The fair value of cash equivalents held at December 31, 2017 and 2016 was $35.1 million and $44.2 million, respectively. Based on the average cash equivalents outstanding during 2017 and 2016, increases or decreases in the rates of return of 25 basis points would result in increases or decreases to interest income of approximately $0.3 million for both years from the reported interest income.

39


Item 8.

Financial Statements and Supplementary Data

Financial Statements

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Page

Management’s Annual Report on Internal Control over Financial Reporting

41

Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting

42

Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements

43

Consolidated Statements of Income

44

Consolidated Statements of Comprehensive Income

45

Consolidated Balance Sheets

46

Consolidated Statements of Cash Flows

47

Consolidated Statements of Shareholders’ Equity

48

Notes to Consolidated Financial Statements

49

40


MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management of Manhattan Associates, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s principal executive and principal financial officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

The Company’s internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the directors of the Company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As of the end of the Company’s 2017 fiscal year, management conducted an assessment of the Company’s internal control over financial reporting based on the framework established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (COSO). Based on this assessment, management has determined that the Company’s internal control over financial reporting as of December 31, 2017 was effective.

Ernst & Young LLP, the independent registered public accounting firm that audited the Company’s financial statements for the year ended December 31, 2017, has audited the Company’s internal control over financial reporting as of December 31, 2017 and has issued a report regarding the Company’s internal control over financial reporting appearing on page 42, which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2017.

/s/ Eddie Capel 

Eddie Capel

President and Chief Executive Officer

February 9, 2018

/s/ Dennis B. Story 

Dennis B. Story

Executive Vice President, Chief Financial Officer, and Treasurer

February 9, 2018

41


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The Board of Directors and Shareholders

Manhattan Associates, Inc. and Subsidiaries

Opinion on Internal Control over Financial Reporting

We have audited Manhattan Associates, Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework)(the COSO criteria). In our opinion, Manhattan Associates, Inc. and subsidiaries (the Company), maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of  December 31, 2017 and 2016, the related consolidated statements of income, comprehensive income, cash flows and shareholders’ equity for each of the three years in the period ended December 31, 2017 , and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February 9, 2018 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk and performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 /s/ Ernst & Young LLP

Atlanta, Georgia

February 9, 2018

42


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

ON THE CONSOLIDATED FINANCIAL STATEMENTS

The Board of Directors and Shareholders

Manhattan Associates, Inc. and Subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Manhattan Associates, Inc. and subsidiaries (the Company) as of December 31, 2017 and 2016, the related consolidated statements of income, comprehensive income, cash flows, and shareholders’ equity for each of the three years in the period ended December 31, 2017, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “financial statements”).  In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 9, 2018 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. 

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2002

Atlanta, Georgia

February 9, 2018

43


MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES

Consolidated Statements of Income

(in thousands, except per share amounts)

 

Year Ended December 31,

 

 

2017

 

 

2016

 

 

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

Software license

$

72,313

 

 

$

79,213

 

 

$

73,998

 

Cloud subscriptions

 

9,596

 

 

 

5,783

 

 

 

4,617

 

Maintenance

 

142,998

 

 

 

133,848

 

 

 

123,454

 

Services

 

326,502

 

 

 

351,785

 

 

 

324,787

 

Hardware

 

43,190

 

 

 

33,928

 

 

 

29,515

 

Total revenue

 

594,599

 

 

 

604,557

 

 

 

556,371

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

Cost of license

 

5,483

 

 

 

6,818

 

 

 

7,180

 

Cost of cloud subscriptions, maintenance and services

 

208,045

 

 

 

219,635

 

 

 

207,048

 

Cost of hardware

 

32,205

 

 

 

23,426

 

 

 

21,200

 

Research and development

 

57,704

 

 

 

54,736

 

 

 

53,859

 

Sales and marketing

 

47,482

 

 

 

48,223

 

 

 

48,615

 

General and administrative

 

46,054

 

 

 

48,322

 

 

 

49,259

 

Depreciation and amortization

 

9,060

 

 

 

9,090

 

 

 

7,764

 

Restructuring charge

 

2,921

 

 

 

-

 

 

 

-

 

Total costs and expenses

 

408,954

 

 

 

410,250

 

 

 

394,925

 

Operating income

 

185,645

 

 

 

194,307

 

 

 

161,446

 

Interest income

 

1,174

 

 

 

1,161

 

 

 

1,331

 

Other (loss) income, net

 

(1,986

)

 

 

639

 

 

 

64

 

Income before income taxes

 

184,833

 

 

 

196,107

 

 

 

162,841

 

Income tax provision

 

68,352

 

 

 

71,873

 

 

 

59,366

 

Net income

$

116,481

 

 

$

124,234

 

 

$

103,475

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

$

1.68

 

 

$

1.73

 

 

$

1.41

 

Diluted earnings per share

$

1.68

 

 

$

1.72

 

 

$

1.40

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

69,175

 

 

 

71,674

 

 

 

73,443

 

Diluted

 

69,424

 

 

 

72,060

 

 

 

74,038

 

The accompanying notes are an integral part of these Consolidated Statements of Income.

44


MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

(in thousands)

 

 

Year Ended December 31,

 

 

 

2017

 

 

2016

 

 

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

116,481

 

 

$

124,234

 

 

$

103,475

 

Foreign currency translation adjustment

 

 

4,055

 

 

 

(3,588

)

 

 

(2,283

)

Comprehensive income

 

$

120,536

 

 

$

120,646

 

 

$

101,192

 

The accompanying notes are an integral part of these Consolidated Statements of Comprehensive Income.

45


MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(in thousands, except share and per share data)

 

 

December 31,

 

 

 

2017

 

 

2016

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

125,522

 

 

$

95,615

 

Accounts receivable, net of allowance of $2,692 and $3,595 in 2017 and 2016, respectively

 

 

92,231

 

 

 

100,285

 

Prepaid expenses

 

 

9,151

 

 

 

10,181

 

Other current assets

 

 

1,169

 

 

 

937

 

Total current assets

 

 

228,073

 

 

 

207,018

 

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

 

15,493

 

 

 

17,424

 

Goodwill, net

 

 

62,248

 

 

 

62,228

 

Deferred income taxes

 

 

1,877

 

 

 

2,867

 

Other assets

 

 

7,304

 

 

 

7,603

 

Total assets

 

$

314,995

 

 

$

297,140

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

14,028

 

 

$

12,052

 

Accrued compensation and benefits

 

 

15,826

 

 

 

20,700

 

Accrued and other liabilities

 

 

12,105

 

 

 

12,510

 

Deferred revenue

 

 

75,068

 

 

 

63,457

 

Income taxes payable

 

 

7,228

 

 

 

8,924

 

Total current liabilities

 

 

124,255

 

 

 

117,643

 

 

 

 

 

 

 

 

 

 

Deferred rent, long-term

 

 

2,136

 

 

 

2,932

 

Deferred income taxes

 

 

69

 

 

 

53

 

Other non-current liabilities

 

 

13,579

 

 

 

7,146

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies (Note 5)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders' equity:

 

 

 

 

 

 

 

 

Preferred stock, no par value; 20,000,000 shares authorized, no shares issued or

   outstanding in 2017 and 2016

 

 

-

 

 

 

-

 

Common stock, $.01 par value; 200,000,000 shares authorized; 67,776,138 and

   70,233,955 shares issued and outstanding at December 31, 2017 and

   December 31, 2016, respectively

 

 

678

 

 

 

702

 

Retained earnings

 

 

186,117

 

 

 

184,558

 

Accumulated other comprehensive loss

 

 

(11,839

)

 

 

(15,894

)

Total shareholders' equity

 

 

174,956

 

 

 

169,366

 

Total liabilities and shareholders' equity

 

$

314,995

 

 

$

297,140

 

The accompanying notes are an integral part of these Consolidated Balance Sheets.

46


MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(in thousands)

 

 

Year Ended December 31,

 

 

 

2017

 

 

2016

 

 

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

116,481

 

 

$

124,234

 

 

$

103,475

 

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

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

9,060

 

 

 

9,090

 

 

 

7,764

 

Equity-based compensation

 

 

16,229

 

 

 

15,934

 

 

 

14,528

 

Loss (gain) on disposal of equipment

 

 

152

 

 

 

30

 

 

 

(30

)

Tax benefit of stock awards exercised/vested

 

 

-

 

 

 

5,209

 

 

 

9,170

 

Excess tax benefits from equity-based compensation

 

 

-

 

 

 

(5,214

)

 

 

(9,147

)

Deferred income taxes

 

 

1,574

 

 

 

1,797

 

 

 

1,532

 

Unrealized foreign currency loss (gain)

 

 

196

 

 

 

(393

)

 

 

49

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable, net

 

 

10,139

 

 

 

(4,358

)

 

 

(12,223

)

Other assets

 

 

661

 

 

 

299

 

 

 

(1,427

)

Accounts payable, accrued and other liabilities

 

 

(5,354

)

 

 

(9,261

)

 

 

(1,592

)

Income taxes

 

 

1,876

 

 

 

6,129

 

 

 

(2,271

)

Deferred revenue

 

 

13,052

 

 

 

(4,150

)

 

 

10,325

 

Net cash provided by operating activities

 

 

164,066

 

 

 

139,346

 

 

 

120,153

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

 

(6,199

)

 

 

(6,843

)

 

 

(11,492

)

Purchases of short-term investments

 

 

(12,873

)

 

 

-

 

 

 

(15,385

)

Maturities of short-term investments

 

 

13,302

 

 

 

10,201

 

 

 

13,334

 

Net cash (used in) provided by investing activities

 

 

(5,770

)

 

 

3,358

 

 

 

(13,543

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

Purchase of common stock

 

 

(131,707

)

 

 

(167,933

)

 

 

(112,138

)

Proceeds from issuance of common stock from options exercised

 

 

-

 

 

 

18

 

 

 

717

 

Excess tax benefits from equity-based compensation

 

 

-

 

 

 

5,214

 

 

 

9,147

 

Net cash used in financing activities

 

 

(131,707

)

 

 

(162,701

)

 

 

(102,274

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency impact on cash

 

 

3,318

 

 

 

(2,804

)

 

 

(1,628

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net change in cash and cash equivalents

 

 

29,907

 

 

 

(22,801

)

 

 

2,708

 

Cash and cash equivalents at beginning of period

 

 

95,615

 

 

 

118,416

 

 

 

115,708

 

Cash and cash equivalents at end of period

 

$

125,522

 

 

$

95,615

 

 

$

118,416

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid for taxes

 

$

64,910

 

 

$

58,684

 

 

$

50,902

 

The accompanying notes are an integral part of these Consolidated Statements of Cash Flows.

47


MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES

Consolidated Statements of Shareholders’ Equity

(in thousands, except share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

Other

 

 

Total

 

 

 

Common Stock

 

 

Paid-In

 

 

Retained

 

 

Comprehensive

 

 

Shareholders'

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Earnings

 

 

Income (Loss)

 

 

Equity

 

Balance, December 31, 2014

 

 

74,104,064

 

 

$

741

 

 

$

-

 

 

$

191,305

 

 

$

(10,023

)

 

$

182,023

 

Repurchase of common stock

 

 

(1,947,432

)

 

 

(19

)

 

 

(24,409

)

 

 

(87,710

)

 

 

-

 

 

 

(112,138

)

Stock option exercises

 

 

150,154

 

 

 

2

 

 

 

715

 

 

 

-

 

 

 

-

 

 

 

717

 

Restricted stock shares/units issuance

 

 

459,597

 

 

 

4

 

 

 

(4

)

 

 

-

 

 

 

-

 

 

 

-

 

Equity-based compensation

 

 

-

 

 

 

-

 

 

 

14,528

 

 

 

-

 

 

 

-

 

 

 

14,528

 

Tax effects of equity-based compensation

 

 

-

 

 

 

-

 

 

 

9,170

 

 

 

-

 

 

 

-

 

 

 

9,170

 

Foreign currency translation adjustment

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(2,283

)

 

 

(2,283

)

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

103,475

 

 

 

-

 

 

 

103,475

 

Balance, December 31, 2015

 

 

72,766,383

 

 

 

728

 

 

 

-

 

 

 

207,070

 

 

 

(12,306

)

 

 

195,492

 

Repurchase of common stock

 

 

(2,988,627

)

 

 

(30

)

 

 

(21,157

)

 

 

(146,746

)

 

 

-

 

 

 

(167,933

)

Stock option exercises

 

 

3,610

 

 

 

-

 

 

 

18

 

 

 

-

 

 

 

-

 

 

 

18

 

Restricted stock units issuance

 

 

452,589

 

 

 

4

 

 

 

(4

)

 

 

-

 

 

 

-

 

 

 

-

 

Equity-based compensation

 

 

-

 

 

 

-

 

 

 

15,934

 

 

 

-

 

 

 

-

 

 

 

15,934

 

Tax effects of equity-based compensation

 

 

-

 

 

 

-

 

 

 

5,209

 

 

 

-

 

 

 

-

 

 

 

5,209

 

Foreign currency translation adjustment

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(3,588

)

 

 

(3,588

)

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

124,234

 

 

 

-

 

 

 

124,234

 

Balance, December 31, 2016

 

 

70,233,955

 

 

 

702

 

 

 

-

 

 

 

184,558

 

 

 

(15,894

)

 

 

169,366

 

Repurchase of common stock

 

 

(2,829,850

)

 

 

(28

)

 

 

(18,050

)

 

 

(113,629

)

 

 

-

 

 

 

(131,707

)

Restricted stock units issuance

 

 

372,033

 

 

 

4

 

 

 

(4

)

 

 

-

 

 

 

-

 

 

 

-

 

Equity-based compensation

 

 

-

 

 

 

-

 

 

 

16,229

 

 

 

-

 

 

 

-

 

 

 

16,229

 

Adjustment due to adoption of ASC 2016-09, Compensation - Stock Compensation: Improvements to Employee Share-Based Payment Accounting

 

 

-

 

 

 

-

 

 

 

1,825

 

 

 

(1,293

)

 

 

-

 

 

 

532

 

Foreign currency translation adjustment

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

4,055

 

 

 

4,055

 

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

116,481

 

 

 

-

 

 

 

116,481

 

Balance, December 31, 2017

 

 

67,776,138

 

 

$

678

 

 

$

-

 

 

$

186,117

 

 

$

(11,839

)

 

$

174,956

 

The accompanying notes are an integral part of these Consolidated Statements of Shareholders’ Equity.


MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2017, 2016 and 2015

1. Organization, Consolidation and Summary of Significant Accounting Policies

Organization and Business

Manhattan Associates, Inc. (“Manhattan” or the “Company”) is a developer and provider of supply chain commerce solutions that help organizations optimize the effectiveness, efficiency, and strategic advantages of their supply chains. The Company’s solutions consist of software, services, and hardware, which coordinate people, workflows, assets, events, and tasks holistically across the functions linked in a supply chain from planning through execution. These solutions also help coordinate the actions, data exchange, and communication of participants in supply chain ecosystems, such as manufacturers, suppliers, distributors, trading partners, transportation providers, channels (such as catalogers, store retailers, and Web outlets), and consumers.

The Company’s operations are in North and South America (Americas), Europe (EMEA), and the Asia/Pacific (APAC) region. The Americas operation are conducted through the Parent Company, Manhattan Associates, Inc., and its wholly-owned subsidiary, Manhattan Associates Chile Spa. The European operations are conducted through the Company’s wholly-owned subsidiaries, Manhattan Associates Limited, Manhattan Associates Europe B.V., Manhattan France SARL, and Manhattan Associates GmbH, in the United Kingdom, the Netherlands, France, and Germany, respectively. The Company’s Asia/Pacific operations are conducted through its wholly-owned subsidiaries, Manhattan Associates Pty Ltd., Manhattan Associates KK, Manhattan Associates Software (Shanghai), Co. Ltd., Manhattan Associates Software Pte Ltd., and Manhattan Associates (India) Development Centre Private Limited in Australia, Japan, China, Singapore, and India, respectively. The Company occasionally sells its products and services in other countries, such as countries in Latin America, Eastern Europe, Middle East, and Asia, through its direct sales channel as well as various reseller channels.

Risks Associated with Single Business Line, Technological Advances, and Foreign Operations

The Company currently derives a substantial portion of its revenues from sales of its software and related services and hardware. The markets for supply chain commerce solutions are highly competitive, subject to rapid technological change, changing customer needs, frequent new product introductions, and evolving industry standards that may render existing products and services obsolete. As a result, the Company’s position in these markets could be eroded rapidly by unforeseen changes in customer requirements for application features, functions, and technologies. The Company’s growth and future operating results will depend, in part, upon its ability to enhance existing applications and develop and introduce new applications that meet changing customer requirements that respond to competitive products and that achieve market acceptance. Any factor adversely affecting the markets for supply chain commerce solutions could have an adverse effect on the Company’s business, financial condition, results of operations and operating cash flows.

The Company’s international business is subject to risks typical of an international business, including, but not limited to, differing economic conditions, changes in political climate, differing tax structures, other regulations and restrictions, and foreign exchange rate volatility. The Company recognized foreign exchange losses of $1.8 million and $0.1 million in 2017 and 2015, respectively, and a foreign exchange gain of $0.6 million in 2016. Foreign exchange rate transaction gains and losses are classified in “Other (loss) income, net” on the Consolidated Statements of Income.

In addition, we have a large development center in Bangalore, India, that does not have a natural in-market revenue hedge to mitigate currency risk to our operating expense in India. Fluctuations in the value of other currencies, particularly the Indian rupee, could significantly affect our revenues, expenses, operating profit and net income.

Principles of Consolidation and Foreign Currency Translation

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

The financial statements of foreign subsidiaries have been translated into United States dollars in accordance with the foreign currency matters topic in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (the “Codification”). Revenues and expenses from international operations were denominated in the respective local currencies and translated using the average monthly exchange rates for the year. All balance sheet accounts have been translated using the exchange rates in effect at the balance sheet date and the effect of changes in exchange rates from year to year are disclosed as a separate component of shareholders’ equity and comprehensive income.


Reclassifications

Certain line items in prior period financial statements have been reclassified to conform to the current period presentation in the consolidated statements of income due to our business transition to cloud subscriptions. We believe separate disclosures of our software license, cloud subscriptions, maintenance and service revenue is meaningful to investors and provide an important measure of our business performance. Certain line items in prior period financial statements have been reclassified to conform to the current period presentation in the consolidated statements of income, including: all revenue line items; cost of license; cost of cloud subscriptions, maintenance and services; and cost of hardware. Such reclassifications did not affect total revenues, operating income or net income.

New Accounting Pronouncements Adopted in Fiscal Year 2017

Stock Compensation

During the three months ended March 31, 2017, we adopted Accounting Standards Update (ASU) 2016-09, Compensation – Stock Compensation: Improvements to Employee Share-Based Payment Accounting, to improve the accounting for employee share-based payments. Under the new guidance, all excess tax benefits and certain tax deficiencies are recorded as income tax expense or benefit in the income statement rather than recorded in additional paid-in capital. The additional paid-in capital pools are eliminated. This new guidance must be applied on a prospective basis. As a result, the excess tax benefits of $1.9 million for the year ended December 31, 2017 are recorded in our provision for income taxes rather than additional paid-in capital. As required by the ASU, excess tax benefits recognized on share-based compensation expense are classified as an operating activity on the statement of cash flows rather than as a financing activity, and we have applied this provision on a prospective basis.

The ASU also allows the Company to repurchase more of an employee’s shares than it previously could for tax withholding purposes without triggering liability accounting and to make a policy election to account for forfeitures as they occur. We have elected to account for forfeitures as they occur, rather than estimate expected forfeitures over the course of a vesting period. As a result, the net cumulative-effect of this election was recognized as a $1.8 million increase to additional paid-in capital, a $0.5 million increase to deferred tax assets and a $1.3 million decrease to retained earnings as of January 1, 2017.

In May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation: Scope of Modification Accounting to clarify when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. Entities should apply the modification accounting guidance if the fair value, vesting conditions or classification of the award changes. The new guidance is effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017 on a prospective basis to an award modified on or after the adoption date. Early adoption is permitted. We early adopted this guidance during the three months ended June 2017, and the adoption did not impact our financial statements.

Goodwill Impairment

In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350) that simplifies the test for goodwill impairment by eliminating step two from the goodwill impairment test. Under the new guidance, an entity should recognize an impairment charge for the amount based on the excess of a reporting unit’s carrying amount over its fair value. The impairment charge will be limited to the amount of goodwill allocated to that reporting unit. For public companies, the guidance is effective for annual and interim impairment tests performed in periods beginning after December 15, 2019 on a prospective basis, and earlier adoption is permitted for goodwill impairment tests performed on testing dates after January 1, 2017. We early adopted this guidance during the three months ended March 2017, and the adoption did not impact our financial statements.

Classification of Certain Cash Receipts and Cash Payments on the Statement of Cash Flows

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows – Classification of Certain Cash Receipts and Cash Payments (Topic 230) that clarifies how entities should classify certain cash receipts and cash payments on the statement of cash flows. Prior to the issuance, there were certain issues where diversity in practice in how certain cash receipts and cash payments were presented and classified in the statement of cash flows. This guidance addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. For public companies, the guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. We early adopted this guidance during the three months ended June 30, 2017, and the adoption did not impact our financial statements.

New Accounting Pronouncements Not Yet Adopted as of Fiscal Year 2017

Revenue Recognition


In May 2014, the FASB issued ASU 2014-09, Revenue Recognition – Revenue from Contracts with Customers (Topic 606), which will replace substantially all current revenue recognition guidance once it becomes effective. The new standard provides accounting guidance for all revenue arising from contracts with customers and affects all entities that enter into contracts to provide goods or services to their customers unless the contracts are in the scope of other standards. The new standard is less prescriptive and may require software entities to use more judgment and estimates in the revenue recognition process than are required under existing revenue guidance.

In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606) – Principal versus Agent Considerations, which clarifies the implementation guidance for principal versus agent considerations in ASU 2014-09. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606) – Identifying Performance Obligations and Licensing, which amends the guidance in ASU 2014-09 related to identifying performance obligations and accounting for licenses of intellectual property. In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers (Topic 606) – Narrow-Scope Improvements and Practical Expedients, which clarifies the following aspects in ASU 2014-09: collectability, presentation of sales taxes and other similar taxes collected from customers, noncash considerations, contract modifications at transition, completed contracts at transition, and technical correction. In December 2016, the FASB issued ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, which provides thirteen technical corrections and improvements to the new revenue standard. We must adopt ASU 2016-08, ASU 2016-10, ASU 2016-12, and ASU 2016-20 with ASU 2014-09, which is effective for annual and interim periods beginning after December 15, 2017.

The new revenue standard may be applied using either of the following transition methods: (1) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (2) a modified retrospective approach with the cumulative effect of initially adopting the standard recognized at the date of adoption (which includes additional footnote disclosures).

We adopted the standard as of January 1, 2018 and elected to use the modified retrospective method. Historical hardware sales prior to the adoption of ASC606 were recorded on a gross basis, as we were the principal in the transaction in accordance with ASC 605-45.  Under the new standard, we are an agent in the transaction as we do not physically control the hardware which we sell, accordingly, we recognize our hardware revenue net of related cost which reduces both hardware revenue and cost of sales as compared to our accounting prior to 2018. Based on expected renewals of maintenance and multi-year cloud subscriptions, a portion of our commissions expense is deferred and amortized over time as the corresponding services are transferred to the customer under the new standard. As a result, the net cumulative-effect of the adoption is estimated to increase retained earnings by approximately $1.5 million to $2.4 million as of January 1, 2018, net of the effect of income taxes. We have not identified other significant differences related to the pattern of revenue recognition or presentation of revenue compared to our historical accounting. We continue to finalize our analysis of the adoption during the first quarter of 2018.

Leases

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Under the new guidance, a lessee will be required to recognize assets and liabilities for leases with lease terms of more than 12 months. Consistent with current GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. However, unlike current GAAP—which requires only capital leases to be recognized on the balance sheet—the new ASU will require both types of leases to be recognized on the balance sheet. The ASU also will require disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative requirements, providing additional information about the amounts recorded in the financial statements. Our leasing activity is primarily related to office space. For public companies, this guidance is effective for annual periods beginning after December 15, 2018, and interim periods within those annual periods, but may be adopted earlier. We are expecting to adopt the standard in the first quarter of 2019 on a modified prospective basis and currently evaluating the impact that the adoption of this standard will have on our Consolidated Financial Statements. The adoption will increase our total assets and liabilities.

Summary of Significant Accounting Policies

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash or cash equivalents.


Concentrations of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company maintains cash and cash equivalents with various financial institutions. Amounts held are above the federally insured limit.

The Company’s sales are primarily to companies located in the United States, Europe and Asia. The Company performs periodic credit evaluations of its customers’ financial condition and does not require collateral. Accounts receivable are due principally from large U.S., European and Asia Pacific companies under stated contract terms. Accounts receivable, net as of December 31, 2017 for the Americas, EMEA, and APAC companies were $71.8 million, $16.1 million, and $4.3 million, respectively. Accounts receivable, net as of December 31, 2016 for the Americas, EMEA, and APAC companies were $81.5 million, $15.0 million, and $3.8 million, respectively. The Company’s top five customers in aggregate accounted for 9%, 12%, and 8% of total revenue recognized for each of the years ended December 31, 2017, 2016 and 2015, respectively. No single customer accounted for more than 10% of revenue for the years ended December 31, 2017, 2016 and 2015 or for more than 10% of accounts receivable as of December 31, 2017 and 2016.

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 1–Quoted prices in active markets for identical instruments.

Level 2–Quoted 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 3–Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

At December 31, 2017, the Company’s cash and cash equivalents balances were $90.4 million and $35.1 million, respectively. Cash equivalents consist of highly liquid money market funds and certificates of deposit. At December 31, 2017, the Company has $24.6 million in certificates of deposit in India, which are included in cash equivalents. At December 31, 2017, the Company has $10.5 million in money market funds, which are classified as Level 1 and are included in cash and cash equivalents on the Consolidated Balance Sheet. The Company had no investments at December 31, 2017 and 2016.

The carrying values of cash and cash equivalents, accounts receivable, and accounts payable included in the accompanying Consolidated Balance Sheets approximate their fair values principally due to the short-term maturities of these instruments.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Significant estimates include the allowance for doubtful accounts, which is based upon an evaluation of historical amounts written-off, the customers’ ability to pay, and general economic conditions; self-insurance accruals; impairment testing of goodwill; and the Company’s effective income tax rate (including the impact of unrecognized tax benefits) and deferred tax assets, which are based upon the Company’s expectations of future taxable income, allowable deductions, and projected tax credits. Actual results will differ from these estimates.

Revenue Recognition

The Company’s revenue consists of fees from software licensing; cloud subscriptions; customer support services and software enhancements (collectively, “maintenance”); fees from implementation and training services, and reimbursements of out-pocket expenses in connection with our services (collectively, “services”) and sales of hardware (“hardware”).

The Company recognizes license revenue when the following criteria are met: (1) a signed contract is obtained covering all elements of the arrangement, (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 (VSOE) of the fair values of all undelivered elements in a multiple-


element arrangement that is not accounted for using long-term contract accounting, (b) VSOE 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 are satisfied. For those contracts that contain significant customization or modifications, license revenue is recognized using contract accounting.

Cloud subscriptions includes software as a service (“SaaS”) and arrangements which provide customers with the right to use our software within a cloud-based environment that we provide and manage, where the customer does not have the right to take possession of the software without significant penalties. SaaS and hosting revenues are recognized over the term of the related arrangements.  For hosting arrangements, where perpetual licenses are also sold, the initial non-cancellable hosting period generally results in the arrangements being accounted for as service agreements, accordingly, amounts billed for the licenses are recognized over the customer relationship period.

Payment terms for the Company’s software licenses vary. Each contract is evaluated individually to determine whether the fees in the contract are fixed or determinable and whether collectability is probable. 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 collectability is probable, and the Company could be required to defer the recognition of revenue until the Company receives customer payments. The Company has an established history of collecting under the terms of its software license contracts without providing refunds or concessions to its customers. Therefore, the Company has determined that the presence of payment terms that extend beyond contract execution in a particular contract do not preclude the conclusion that the fees in the contract are fixed or determinable. Although infrequent, when payment terms in a contract extend beyond our standard terms or twelve months, the Company has determined that such fees are not fixed or determinable and recognizes revenue as payments become due provided that all other conditions for revenue recognition have been met.

The Company’s Maintenance revenue consists of fees for a comprehensive 24 hours per day, 365 days per year program that provides customers with software upgrades, when and if available, which include additional or improved functionality and technological advances incorporating emerging supply chain and industry initiatives.  Revenue related to maintenance is generally paid in advance and recognized ratably over the term of the agreement, typically twelve months.

The Company allocates revenue to maintenance and any other undelivered elements of the arrangement based on 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. For arrangements that include future software functionality deliverables, the Company accounts for these deliverables as a separate element of the arrangement. Because the Company does not sell these deliverables on a standalone basis, the Company is not able to establish VSOE of fair value of these deliverables. As a result, the Company defers all revenue under the arrangement until the future functionality has been delivered to the customer.

The Company’s services revenue consists of fees generated from implementation and training services (collectively “professional services”), and reimbursements of out-pocket expenses in connection with our services. Professional services include system planning, design, configuration, testing, and other software implementation support, and are not typically essential to the functionality of the software. Fees from professional services performed by the Company are separately priced and are generally billed on an hourly basis, and revenue is recognized as the services are performed. In certain situations, professional services are 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. The Company has determined that output measures, or services delivered, approximate the input measures associated with fixed-fee services arrangements. Project losses are provided for in their entirety in the period in which they become known. The total amount of expense reimbursement recorded to revenue was $17.9 million, $18.3 million, and $20.2 million for 2017, 2016 and 2015, respectively.

Hardware 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 Company’s software solutions. As part of a complete solution, the Company’s customers periodically purchase hardware from the Company for use with the software licenses purchased from the Company. 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 Company’s vendors only after receiving an order from a customer. As a result, the Company generally does not maintain hardware inventory.


Deferred Revenue

Deferred revenue represents amounts collected prior to having completed performance of professional services, maintenance, and significant remaining obligations under license agreements. Deferred revenue also represents amounts billed or collected for cloud subscriptions that are generally billed annually in advance.

Returns and Allowances

The Company has not experienced significant returns or warranty claims to date and, as a result, has not recorded a provision for the cost of returns and product warranty claims at December 31, 2017 or 2016.

The Company records an allowance for doubtful accounts based on the historical experience of write-offs and a detailed assessment of accounts receivable. Additions to the allowance for doubtful accounts generally represent a sales allowance on services revenue, which are recorded to operations as a reduction to services revenue. The total amounts charged to operations were $1.6 million, $4.9 million, and $7.1 million for 2017, 2016 and 2015, respectively. In estimating the allowance for doubtful accounts, management considers the age of the accounts receivable, the Company’s historical write-offs, and the creditworthiness of the customer, among other factors. Should any of these factors change, the estimates made by management will also change accordingly, which could affect the level of the Company’s future allowances. Uncollectible accounts are written off when it is determined that the specific balance is not collectible.

Property and Equipment

Property and equipment is recorded at cost and consists of furniture, computers, other office equipment, and leasehold improvements. The Company depreciates the cost of furniture, computers, and other office equipment on a straight-line basis over their estimated useful lives (five years for office equipment, seven years for furniture and fixtures). Leasehold improvements are depreciated over the lesser of their useful lives or the term of the lease. Depreciation expense for property and equipment for the years ended December 31, 2017, 2016 and 2015 was approximately $7.7 million, $7.5 million, and $6.4 million, respectively, and was included in “Depreciation and amortization” in the Consolidated Statements of Income.

Property and equipment, at cost, consist of the following (in thousands):

 

 

December 31,

 

 

 

2017

 

 

2016

 

Office equipment

 

$

39,644

 

$

36,217

 

Furniture and fixtures

 

 

4,662

 

 

4,698

 

Leasehold improvement

 

 

18,494

 

 

 

18,453

 

Property and equipment, gross

 

 

62,800

 

 

 

59,368

 

Less accumulated depreciation

 

 

(47,307

)

 

 

(41,944

)

Property and equipment, net

 

$

15,493

 

 

$

17,424

 

Software Development Costs

Research and development expenses are charged to expense as incurred. For the years ended December 31, 2017, 2016 and 2015, the Company did not capitalize any internal research and development costs because the costs incurred between the attainment of technological feasibility for the related software product through the date when the product was available for general release to customers have been insignificant.

The Company determines the amount of development costs capitalizable under the provisions of FASB Codification accounting for costs of computer software to be sold, leased, or marketed. Under this guidance, computer software development costs are charged to R&D expense until technological feasibility is established, after which remaining software production costs are capitalized. The Company has defined technological feasibility as the point in time at which the Company has a detailed program design or a working model of the related product, depending on the type of development efforts, and high-risk development issues have been resolved through end-to-end system testing.

Impairment of Long-Lived Assets

The Company reviews the values assigned to long-lived assets, including property and certain intangible assets, to determine whether events and circumstances have occurred which indicate that the remaining estimated useful lives may warrant revision or that the remaining balances may not be recoverable. In such reviews, undiscounted cash flows associated with these assets are compared


with their carrying value to determine if a write-down to fair value is required. During 2017, 2016 and 2015, the Company did not recognize any impairment charges associated with its long-lived or intangible assets.

The evaluation of asset impairment requires management to make assumptions about future cash flows over the life of the asset being evaluated. These assumptions require significant judgment, and actual results may differ from assumed and estimated amounts.

Goodwill and Impairment of Goodwill

Goodwill

Goodwill represents the excess of purchase price over fair value of net identified tangible and intangible assets and liabilities acquired. The Company does not amortize goodwill, but instead tests goodwill for impairment on at least an annual basis. Goodwill was $62.2 million at the end of each of the years ended December 31, 2017 and 2016.

Impairment of Goodwill

The Company evaluates the carrying value of goodwill annually as of December 31 and between annual evaluations if events occur or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. Such circumstances could include, but are not limited to, (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator.

The Company applied the simplified goodwill impairment test for the fiscal year ended December 31, 2017, that permits companies to perform a qualitative assessment based on economic, industry and company-specific factors as the initial step in the annual goodwill impairment test for all or selected reporting units. Based on the results of the qualitative assessment, companies are only required to perform Step 1 of the annual impairment test for a reporting unit if the company concludes that it is not more likely than not that the unit’s fair value is less than its carrying amount. To the extent the Company concludes it is more likely than not that a reporting unit’s estimated fair value is less than its carrying amount, the two-step approach is applied. The first step would require a comparison of each reporting unit’s fair value to the respective carrying value. If the carrying value exceeds the fair value, a second step is performed to measure the amount of impairment loss, if any. The Company did not identify any macroeconomic or industry conditions as of December 31, 2017, that would indicate the fair value of the reporting units were more likely than not to be less than their respective carrying values. If circumstances change or events occur to indicate it is more likely than not that the fair value of any reporting units have fallen below their carrying value, the Company would record an impairment charge based on that difference. The Company performed its periodic review of its goodwill for impairment as of December 31, 2017 and 2016, and did not identify any impairment as a result of the review.

Guarantees and Indemnities

The Company accounts for guarantees in accordance with the guarantee accounting topic in the FASB Codification. Our customer contracts generally contain infringement indemnity provisions. Under those provisions, we generally agree, subject to certain exceptions, to indemnify, defend, and hold harmless the customer in connection with third party claims against the customer alleging that the customer’s use of our software products in compliance with their license infringe the third party’s patent, copyright, or other intellectual property rights. Conditions to our obligations generally include that we are provided the right to control the defense of the claims and, in general, to control settlement negotiations. Those provisions generally provide also that, if the customer is prevented from using our software because of a third party infringement claim, our sole obligation (in addition to the indemnification, defense, and hold harmless obligation referred to above) is to, at our expense, (i) procure for the customer the right to continue to use the software, (ii) to replace or modify the product so that its use by the customer does not infringe, or, if either of the foregoing are not reasonably feasible, to terminate the customer contract and provide a refund of the unamortized portion of the customer’s license fee (based on a five year amortization period). Our customer contracts sometimes also require us to indemnify, defend, and hold harmless the customer in connection with death, personal injury, or property damage claims made by third parties with respect to actions of our personnel or contractors. The indemnity obligations contained in our customer contracts generally have no specified expiration date and no specified monetary limitation on liability. We have not previously incurred costs to settle claims or pay awards under these indemnification obligations. We account for these indemnity obligations in accordance with FASB guidance on accounting for contingencies, and record a liability for these obligations when a loss is probable and reasonably estimable. We have not recorded any liabilities for these contracts as of December 31, 2017, or 2016.

In general, in our customer contracts, the Company warrants to its customers that its software products will perform in all material respects in accordance with the standard published specifications in effect at the time of delivery of the licensed products to the customer for six months after first use of the licensed products, but no more than 24 months after execution of the license agreement. Additionally, the Company warrants to its customers that services will be performed consistent with generally accepted industry standards or specific service levels through completion of the agreed upon services. If necessary, the Company will provide for the


estimated cost of product and service warranties based on specific warranty claims and claim history. However, the Company has not incurred significant recurring expense under product or service warranties. As a result, the Company believes the estimated fair value of these agreements is nominal. Accordingly, the Company has no liabilities recorded for these agreements as of December 31, 2017 and 2016.

Segment Information

The Company has three reportable segments: Americas, EMEA, and APAC as defined by FASB Codification topic for segment reporting. See Note 7 for discussion of the Company’s reportable segments.

Basic and Diluted Net Income Per Share

Basic net income 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 income per share is computed using net income divided by Weighted Shares and the treasury stock method effect of common equivalent shares (“CESs”) outstanding for each period presented. The following is a reconciliation of the shares used in the computation of net income per share for the years ended December 31, 2017, 2016 and 2015 (in thousands, except per share data):

 

 

Year Ended December 31,

 

 

 

2017

 

 

2016

 

 

2015

 

 

 

(in thousands, except per share data)

 

Net income

 

$

116,481

 

 

$

124,234

 

 

$

103,475

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

1.68

 

 

$

1.73

 

 

$

1.41

 

Effect of CESs

 

 

-

 

 

 

(0.01

)

 

 

(0.01

)

Diluted

 

$

1.68

 

 

$

1.72

 

 

$

1.40

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

69,175

 

 

 

71,674

 

 

 

73,443

 

Effect of CESs

 

 

249

 

 

 

386

 

 

 

595

 

Diluted

 

 

69,424

 

 

 

72,060

 

 

 

74,038

 

The number of anti-dilutive CESs in 2017, 2016 and 2015 was immaterial. See Note 2 for further information on those securities.

Accumulated Other Comprehensive Income

Comprehensive income includes net income and foreign currency translation adjustments that are excluded from net income and reflected in shareholders’ equity. The entire accumulated other comprehensive income balance as of December 31, 2017 and 2016 represents foreign currency translation adjustments.

Accounting for Income Taxes

We provide for the effect of income taxes on our financial position and results of operations in accordance with the Income Taxes Topic of the ASC. Under this accounting pronouncement, income tax expense is recognized for the amount of income taxes payable or refundable for the current year and for the change in net deferred tax assets or liabilities resulting from events that are recorded for financial reporting purposes in a different reporting period than recorded in the tax return. Management must make significant assumptions, judgments, and estimates to determine our current provision for income taxes and also our deferred tax assets and liabilities and any valuation allowance to be recorded against our net deferred tax asset.

Our judgments, assumptions, and estimates relative to the current provision for income tax take into account current tax laws, our interpretation of current tax laws, allowable deductions, projected tax credits, and possible outcomes of current and future audits conducted by foreign and domestic tax authorities. We do not recognize a tax benefit unless we conclude that it is more likely than not that the benefit will be sustained on audit by the taxing authority based solely on the technical merits of the associated tax position. If the recognition threshold is met, we recognize a tax benefit measured at the largest amount of the tax benefit that, in our judgment, is greater than 50 percent likely to be realized. Changes in tax law or our interpretation of tax laws and the resolution of current and future tax audits could significantly impact the amounts provided for income taxes in our financial position and results of operations. Our assumptions, judgments, and estimates relative to the value of our net deferred tax asset take into account predictions of the


amount and category of future taxable income. Actual operating results and the underlying amount and category of income in future years could render our current assumptions, judgments, and estimates of recoverable net deferred taxes inaccurate, thus materially impacting our financial position and results of operations.

Equity-Based Compensation

The Company accounts for equity-based compensation in accordance with ASC 718, Compensation – Stock Compensation. See Note 2 for further information.

Advertising Costs

We expense advertising costs as incurred. Advertising expense was $1.2 million in 2022, $2.3 million in 2021, and $1.6 million in 2020.

Retirement of Repurchased Shares

52


We immediately retire shares repurchased pursuant to any share repurchase program. We allocate the share purchase price in excess of par value between additional paid-in capital and retained earnings.

2. Equity-Based Compensation

Equity Based Compensation Plans

In May 2007,2020, the Manhattan Associates, Inc. 2007 Stock2020 Equity Incentive Plan (the “2007“2020 Plan”) was approved by the shareholders of the Company and subsequently amended in May 2009 and May 2011.our shareholders. The 20072020 Plan provides for the grant of stock options, restricted stock, restricted stock units, and stock appreciation rights. Vesting conditions can be service-based or performance-based, or a combination of both. The number of shares subject to outstanding awards under the 2007 Stock Incentive Plan (the “2007 Plan”) that are forfeited or canceled or expire after the Effective Date, in accordance with the terms of the 2007 Plan, are counted as one share toward the 2020 Plan.

As amended, aA maximum of 30,000,0004,500,000 shares are available for grant under the 2007amended 2020 Plan. Each stock option, or stock appreciation right, restricted stock, or restricted stock unit granted is counted against the maximum share limitation as one share, and each share of restricted stock or restricted stock unit granted (including those that are service based or performance based) counts against the maximum share limitation as two shares. share. Options and stock appreciation rights cannot have a term exceeding seven years.years. As of December 31, 2017,2022, there were 10,525,4343,439,854 shares available for issuance under the amended 20072020 Plan. The 20072020 Plan is administered by the Compensation Committee of the Board of Directors. The committee has the authority to interpret the provisions thereof.

The restricted stock awards contain vesting provisions that are 50%50% service based and 50%50% performance based for employee awards and 100%100% service based for non-employee members of the Board of Directors (“Outside Directors”). The employee awards have a four year vesting period, with the performance portion tied to annual revenue and earnings per shareoperating income targets. The awards to Outside Directors have a one year vesting period. The Company recognizesWe recognize compensation cost for service-based restricted awards with graded vesting on a straight-line basis over the entire vesting period, with the amount of compensation cost recognized at any date at least equal to the portion of the grant-date value of the award that is vested at that date. For itsour performance-based restricted stock awards with graded vesting, the Company recognizeswe recognize compensation cost on an accelerated basis applying straight-line expensing for each separately vesting portion of each award.

In January 2012, in order to simplify equity grant administration, the Company changed its practice of granting restricted stock in favor of granting restricted stock units, or RSUs, which convert to the Company’s common stock upon vesting. There is no material difference between the grant of restricted stock and the grant of RSUs to either the Company or the recipients receiving the grants; however, in contrast to the granting of restricted stock, no stock will actually be issued under the granting of RSUs until the units vest. Currently, the Company does not grant stock options.

Restricted Stock Unit Awards

AWe present below a summary of changes in unvested units of restricted stock for the year ended December 31, 2017 are as follows:during 2022:

 

Number of Units

Grant Date Fair Value

Outstanding at January 1, 2017

 

1,029,230

$45.38

 

Number of Units

Grant Date Fair Value

Outstanding at January 1, 2022

 

1,388,467

$85.05

Granted

 

460,185

49.01

 

683,271

123.75

Vested

 

(396,678)

37.55

 

(606,607)

76.33

Forfeited

 

(56,102)

50.90

 

(37,300)

114.56

Outstanding at December 31, 2017

 

1,036,635

$46.69

Outstanding at December 31, 2022

 

1,427,831

$106.50

The Company recorded equity-based compensation expense related to restricted stock and RSUs (collectively “restricted stock awards”) of $16.2$59.4 million, $15.9$43.3 million, and $14.5$33.4 million during the years ended December 31, 2017, 2016in 2022, 2021 and 2015,2020, respectively. The total fair value of restricted stock awards vested during the years ended December 31, 2017, 2016in 2022, 2021 and 2015,2020, based on market value at the vesting dates was $18.8$81.4 million, $26.0$59.8 million, and $31.2$52.2 million, respectively. The weighted average grant-date fair value of RSUs granted during fiscal year 2017, 20162022, 2021 and 20152020 was $49.01, $55.35$123.75, $128.62 and $51.99,$77.20, respectively. As of December 31, 2017,2022, unrecognized compensation cost related to unvested RSU totaled $26.1$93.7 million and is expected to be recognized over a weighted average period of approximately 2.32.7 years. In January 2017, we elected toWe recognize forfeitures of equity-based payments as they occur.


Included in the RSU grants for the year ended December 31, 20172022 are 166,866273,158 units that have performance-based vesting criteria. As notedcriteria granted at target level for 2022 and performance adjustments above thetarget level for 2021. The performance criteria are tied to the Company’s 2017our financial performance. As of December 31, 2017,2022, the associated equity-based compensation expense has been recognized for the portion of the award attributable to the 20172022 performance criteria.

53


3. Income Taxes

The Company isWe are subject to future federal, state, and foreign income taxes and hashave recorded net deferred tax assets on the Consolidated Balance Sheets at December 31, 20172022 and 2016.2021. Deferred tax assets and liabilities are determined based on the difference between the financial accounting and tax bases of assets and liabilities. SignificantWe present below significant components of the Company’sour deferred tax assets and liabilities as of December 31, 20172022 and 20162021 are as follows (in thousands):

 

 

December 31,

 

 

 

2017

 

 

2016

 

Deferred tax assets:

 

 

 

 

 

 

 

 

Accounts receivable

 

$

618

 

 

$

1,034

 

Accrued liabilities

 

 

2,571

 

 

 

5,747

 

Equity-based compensation

 

 

3,732

 

 

 

5,535

 

Capitalized costs

 

 

595

 

 

 

861

 

Accrued sales taxes

 

 

257

 

 

 

439

 

Deferred rent

 

 

336

 

 

 

939

 

State tax credits

 

 

5,870

 

 

 

4,650

 

Foreign subsidiary net operating losses

 

 

278

 

 

 

212

 

Valuation allowance

 

 

(4,084

)

 

 

(4,031

)

Other

 

 

297

 

 

 

805

 

 

 

 

10,470

 

 

 

16,191

 

Deferred tax liabilities:

 

 

 

 

 

 

 

 

Intangible assets

 

 

7,480

 

 

 

11,056

 

Depreciation

 

 

1,182

 

 

 

2,321

 

 

 

 

8,662

 

 

 

13,377

 

Net deferred tax assets

 

$

1,808

 

 

$

2,814

 

 

 

December 31,

 

 

 

2022

 

 

2021

 

Deferred tax assets:

 

 

 

 

 

 

Accounts receivable

 

$

1,321

 

 

$

570

 

Accrued liabilities

 

 

9,208

 

 

 

9,273

 

Equity-based compensation

 

 

9,832

 

 

 

7,763

 

Capitalized costs

 

 

27,516

 

 

 

515

 

Accrued sales taxes

 

 

190

 

 

 

196

 

Operating lease liabilities

 

 

2,974

 

 

 

4,593

 

State tax credits

 

 

2,700

 

 

 

4,521

 

Tax credit - foreign

 

 

3,108

 

 

 

1,238

 

Valuation allowance

 

 

(2,735

)

 

 

(4,403

)

Other

 

 

279

 

 

 

531

 

 

 

 

54,393

 

 

 

24,797

 

Deferred tax liabilities:

 

 

 

 

 

 

Intangible Assets

 

 

7,428

 

 

 

7,380

 

Depreciation

 

 

580

 

 

 

666

 

Deferred commissions

 

 

6,408

 

 

 

4,763

 

Operating lease right-of-use assets

 

 

2,771

 

 

 

4,338

 

 

 

 

17,187

 

 

 

17,147

 

Net deferred tax assets

 

$

37,206

 

 

$

7,650

 

The components ofWe present below income from domestic and foreign operations before income tax expense for the years ended December 31, 2017, 20162022, 2021 and 20152020 are as follows (in thousands):

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

Domestic

 

$

139,217

 

 

$

120,565

 

 

$

101,681

 

Foreign

 

 

18,904

 

 

 

13,507

 

 

 

12,095

 

Total

 

$

158,121

 

 

$

134,072

 

 

$

113,776

 

 

 

Year Ended December 31,

 

 

 

2017

 

 

2016

 

 

2015

 

Domestic

 

$

177,314

 

 

$

186,234

 

 

$

152,040

 

Foreign

 

 

7,519

 

 

 

9,873

 

 

 

10,801

 

Total

 

$

184,833

 

 

$

196,107

 

 

$

162,841

 

The components of theour income tax provision for the years ended December 31, 2017, 20162022, 2021 and 20152020 are as follows (in thousands):

 

Year Ended December 31,

 

 

Year Ended December 31,

 

 

2017

 

 

2016

 

 

2015

 

 

2022

 

 

2021

 

 

2020

 

Current:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal

 

$

53,998

 

 

$

56,053

 

 

$

47,195

 

 

$

42,198

 

 

$

14,042

 

 

$

13,860

 

State

 

 

6,595

 

 

 

8,204

 

 

 

6,308

 

 

 

11,183

 

 

 

5,188

 

 

 

4,793

 

Foreign

 

 

6,185

 

 

 

5,819

 

 

 

4,331

 

 

 

5,492

 

 

 

6,309

 

 

 

6,847

 

 

 

66,778

 

 

 

70,076

 

 

 

57,834

 

 

$

58,873

 

 

$

25,539

 

 

$

25,500

 

Deferred:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal

 

 

1,590

 

 

 

2,086

 

 

 

1,252

 

 

 

(22,383

)

 

 

(427

)

 

 

(393

)

State

 

 

35

 

 

 

(268

)

 

 

(300

)

 

 

(5,200

)

 

 

(531

)

 

 

1,113

 

Foreign

 

 

(51

)

 

 

(21

)

 

 

580

 

 

 

(2,128

)

 

 

(981

)

 

 

316

 

 

 

1,574

 

 

 

1,797

 

 

 

1,532

 

 

 

(29,711

)

 

 

(1,939

)

 

 

1,036

 

Total

 

$

68,352

 

 

$

71,873

 

 

$

59,366

 

 

$

29,162

 

 

$

23,600

 

 

$

26,536

 

The Company did not

54


We currently have a tax holiday in India under the Special Economic Zone Act through March 2029. As a result of this holiday, we had pre-tax income tax benefits related to the exercise of stock optionsapproximately $12.2 million, for the year ended December 31, 2017 as the remaining outstanding stock options were exercised in 2016. The2022, that was not subject to tax. Separately, we are subject to India’s Minimum Alternate Tax (“MAT”) and accordingly incurred income tax benefits related to the exercise of stock options were approximately $0.1 million and $2.7 million for the years ended December 31, 2016 and 2015, respectively.

As a result of losses in foreign locations, the Company has net operating loss carry-forwards (“NOLs”)expense of approximately $1.2$2.0 million available to offset future income. Approximately $1.0 millionin 2022. The impact on diluted earnings per share if the income had been fully taxable would have been a decrease of the NOLs expire$0.03 per share in 2018 to 2026 and the remainder does not expire. The Company has established a valuation allowance for substantially all of these NOLs because the ability to utilize them is not more likely than not.2022.

The Company hasWe have tax credit carry-forwards of approximately $7.4$3.4 million available to offset future state tax. These tax credit carry-forwards expire in 20182026 to 2027.2033. These credits represent a deferred tax asset of $5.9$2.7 million after consideration of the federal benefit of state tax deductions. A valuation allowance of $3.2$1.4 million has been established for these credits because the ability to use them is not more likely than not. We also have a tax credit carry-forward of approximately $3.1 million available to offset future foreign tax. This tax credit carryforward begins expiring in 2036.

At December 31, 2017 the Company2022 we had approximately $49.9$72.0 million of undistributed earnings and profits.  The Company recorded a provisional estimated transition tax of about $3.3 million in the fourth quarter as a result of the Tax Cuts and Jobs Act, enacted in December 2017. The undistributed earnings and profits are considered previously taxed income and would not be subject to U.S. income taxes upon repatriation of those earnings, in the form of dividends. The undistributed earnings and profits are considered to be permanently reinvested, accordingly no provision for local withholdings taxes have been provided, however, upon repatriation of those earnings, in the form of dividends, the Companywe could be subject to additional local withholding taxes.

The following isWe present below a summary of the items that cause recorded income taxes to differ from taxes computed using the statutory federal income tax rate for the years ended December 31, 2017, 20162022, 2021 and 2015:2020:

 

Year Ended December 31,

 

 

Year Ended December 31,

 

 

2017

 

 

2016

 

 

2015

 

 

2022

 

 

2021

 

 

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Statutory federal income tax rate

 

 

35.0

%

 

 

35.0

%

 

 

35.0

%

 

 

21.0

%

 

 

21.0

%

 

 

21.0

%

Effect of:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

State income tax, net of federal benefit

 

 

2.3

 

 

 

2.7

 

 

 

2.5

 

 

 

3.6

 

 

 

3.6

 

 

 

3.9

 

State credit carryforwards

 

 

(0.1

)

 

 

(0.2

)

 

 

(0.3

)

 

 

1.2

 

 

 

(0.8

)

 

 

0.5

 

U.S. federal R&D tax credit

 

 

(0.8

)

 

 

(0.7

)

 

 

(0.7

)

 

 

(1.8

)

 

 

(1.8

)

 

 

(1.9

)

Tax Reform

 

 

1.5

 

 

 

-

 

 

 

-

 

Excess benefit of equity compensation

 

 

(1.0

)

 

 

-

 

 

 

-

 

 

 

(4.8

)

 

 

(4.9

)

 

 

(3.4

)

Employee compensation limitation

 

 

3.7

 

 

 

3.4

 

 

 

2.7

 

Global Intangible Low Taxed Income (GILTI)

 

 

0.1

 

 

 

0.2

 

 

 

0.1

 

Foreign-derived intangible income (FDII) deduction

 

 

(3.3

)

 

 

(3.1

)

 

 

(2.7

)

Foreign operations

 

 

(0.1

)

 

 

(0.2

)

 

 

(0.4

)

 

 

1.0

 

 

 

(0.7

)

 

 

1.0

 

Tax contingencies

 

 

-

 

 

 

0.6

 

 

 

0.5

 

 

 

(1.3

)

 

 

(0.3

)

 

 

1.9

 

Other permanent differences

 

 

0.3

 

 

 

(0.5

)

 

 

(0.1

)

 

 

0.3

 

 

 

0.3

 

 

 

(0.2

)

Change in valuation allowance

 

 

(0.1

)

 

 

(0.1

)

 

 

-

 

 

 

(1.3

)

 

 

0.7

 

 

 

0.4

 

Income taxes

 

 

37.0

%

 

 

36.6

%

 

 

36.5

%

 

 

18.4

%

 

 

17.6

%

 

 

23.3

%


On December 22, 2017, the United States enacted tax reform legislation commonly known as the Tax Cuts and Jobs Act ('the Act'), resulting in significant modifications to existing law.  The Company follows the guidance in SEC Staff Accounting Bulletin 118 ('SAB 118'), which provides additional clarification regarding the application of ASC Topic 740 in situation where the Company does not have the necessary information available, prepared, or analyzed in reasonable detail to complete the accounting for certain income tax effects of the Act for the reporting period in which the Act was enacted.  SAB 118 provides for a measurement period beginning in the reporting period that includes the Act's enactment date and ending when the Company has obtained, prepared, and analyzed the information needed in order to complete the accounting requirements but in no circumstances should the measurement period extend beyond one year from the enactment date.

In December 2017, the Company recorded a provisional estimate of $3.3 million for the one-time deemed repatriation transition tax on unrepatriated foreign earnings.  The provisional amount is based on information currently available, including estimated tax earnings and profits from foreign investments.  The Company continues to gather and analyze information, including historical adjustments to earnings and profits of foreign subsidiaries, in order to complete the accounting for the effects of the estimated transition tax.  The Company also recorded a provisional write-down to deferred tax assets of $0.7 million related to changes in section 162(m), Internal Revenue Code of 1986, regarding deductions for excessive employee compensation.  The Company continues to gather and analyze information, including the definition of an employee contract for stock grants not vested as of the enactment date of the Act.  It is the intention of the Company to complete the necessary analysis within the measurement period.

The Act provides for the global intangible low-taxed income (‘GILTI’) provision which requires the Company in its U.S. income tax return, to include foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets.   The FASB Staff  provided additional guidance to address the accounting for the effects of the provisions related to the taxation of GILTI, noting that companies should make an accounting policy election to recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or to include the tax expense in the year it is incurred. The Company has not completed its analysis of the effects of the GILTI provisions and will further consider the accounting policy election within the measurement period. 

The Company continues to gather and analyze information related to the state and local impact of tax reform, including the state and local tax impact of the transition tax. The Company intends to complete the necessary analysis within the measurement period.

Accounting for the remaining income tax effects of the Act which impact our tax provision has been completed as of the current year and included in the Company's financial statements as of December 31, 2017.  As a result of the Act, the Company recorded a one-time tax benefit of $1.2 million, from the remeasurement of deferred tax assets and liabilities from 35% to 21%.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows for the years ended December 31, 2017, 20162022, 2021 and 20152020 (in thousands):

 

December 31,

 

 

December 31,

 

 

2017

 

 

2016

 

 

2015

 

 

2022

 

 

2021

 

 

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrecognized tax benefits at January 1,

 

$

(6,938

)

 

$

(5,789

)

 

$

(4,455

)

 

$

(13,186

)

 

$

(12,804

)

 

$

(11,239

)

Gross amount of increases in unrecognized tax benefits as a

result of tax positions taken during a prior period

 

 

(789

)

 

 

(756

)

 

 

(1,687

)

 

 

(199

)

 

 

(408

)

 

 

(118

)

Gross amount of decreases in unrecognized tax benefits as a

result of tax positions taken during a prior period

 

 

145

 

 

 

270

 

 

 

292

 

 

 

2,583

 

 

 

147

 

 

 

1,598

 

Gross amount of increases in unrecognized tax benefits as a

result of tax positions taken during the current period

 

 

-

 

 

 

(791

)

 

 

-

 

 

 

(1,787

)

 

 

(3,117

)

 

 

(3,256

)

Reductions to unrecognized tax benefits relating to
settlements with taxing authorities

 

 

-

 

 

 

148

 

 

-

 

Reductions to unrecognized tax benefits as a result of a lapse of

the applicable statute of limitations

 

 

163

 

 

 

128

 

 

 

61

 

 

 

2,057

 

 

 

2,848

 

 

 

211

 

Unrecognized tax benefits at December 31,

 

$

(7,419

)

 

$

(6,938

)

 

$

(5,789

)

 

$

(10,532

)

 

$

(13,186

)

 

$

(12,804

)

55


The Company’sOur unrecognized tax benefits totaled $7.4$10.5 million and $6.9$13.2 million as of December 31, 20172022 and 2016,2021, respectively. Included in these amounts are unrecognized tax benefits totaling $5.6$9.9 million and $5.1$11.8 million as of December 31, 20172022 and 2016,2021, respectively, which, if recognized, would affect the effective tax rate.

The Company recognizesWe recognize potential accrued interest and penalties related to unrecognized tax benefits within itsour global operations in income tax expense. For the years ended December 31, 2017, 20162022, 2021 and 2015,2020, the Company recognized $0.3the following income tax expense: $0.7 million, $0.3$0.4 million, and $0.2$0.4 million, respectively, of expense for the potential payment of interest and penalties. Accrued interest and penalties were $1.7$1.2 million and $1.5$1.3 million for the years ended December 31, 20172022 and 2016. The Company conducts2021. We conduct business globally and, as a result, filesfile income tax returns in the United State federal jurisdiction and in many state and foreign jurisdictions. The Company isWe are generally no longer subject to U.S. federal, state, and local, or non-US income tax examinations for the years before 2012.2010. Due to the expiration


of statutes of limitations in multiple jurisdictions globally during 2018,2023, the Company anticipates it is reasonably possible that unrecognized tax benefits may decrease by $0.9$3.3 million.

4. Shareholders’ Equity

During 2017, 20162022, 2021 and 2015, the Company2020, we purchased 2,695,295, 2,821,488,1,352,954, 709,200, and 1,721,457337,007 shares of the Company’s common stock for $124.9$175.4 million, $158.4$100.0 million, and $101.6$25.0 million, respectively, through open market transactions as part of a publicly-announced share repurchase program. In February 2018,January 2023, our Board of Directors authorized the Company to repurchase up to an aggregate of $50$75 million of the Company’sour common stock. Beginning in 2023, we will be subject to a 1% excise tax on stock repurchases as enacted by the United States Inflation Reduction Act which we will include in the cost of stock repurchases as a reduction of shareholders’ equity.

5. Contingencies

5. Commitments and Contingencies

Leases

Rents charged to expense were $7.1 million, $6.8 million, and $6.3 million for the years ended December 31, 2017, 2016 and 2015, respectively. In 2014, the Company amended its Atlanta headquarters lease to obtain additional space and extend the lease term. As part of such lease agreement, the Company will receive reimbursement of $1.3 million from the landlord in 2018 for leasehold improvements. The entire cash rent obligation is being amortized to expense on a straight line basis over the lease term.

Aggregate future minimum lease payments under noncancellable operating leases as of December 31, 2017 are as follows (in thousands):

Year Ending December 31,

 

 

 

 

2018

 

$

7,308

 

2019

 

 

5,865

 

2020

 

 

5,360

 

2021

 

 

5,277

 

2022

 

 

5,056

 

Thereafter

 

 

14,363

 

Total minimum payments required

 

$

43,229

 

There are no future minimum lease payments under capital leases as of December 31, 2017.

Legal and Other Matters

From time to time, the Companywe may be involved in litigation relating to claims arising out of itsin the ordinary course of business, and occasionally legal proceeding not in the ordinary course. Many of the Company’sour installations involve products that are critical to the operations of itsour clients’ businesses. Any failure in a Company productour company’s products could result in a claim for substantial damages against the Company,us, regardless of the Company’sour responsibility for such failure. Although the Company attemptswe attempt to contractually limit contractually itsour 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 its contracts will be enforceable in all instances. The Company isWe are not currently a party to any legal proceeding in the ordinary course legal proceedingof business or other legal proceedings the result of which it believeswe believe is likely to have a material adverse impact upon itsour business, financial position, results of operations, or cash flows. The Company expensesWe expense legal costs associated with loss contingencies as such legal costs are incurred.

6. Employee Benefit Plan

The Company sponsorsWe sponsor the Manhattan Associates 401(k) Plan and Trust (the “401(k) Plan”), a qualified profit sharing plan with a 401(k) feature covering substantially all employees of the Company.our employees. Under the 401(k) Plan’s deferred compensation arrangement, eligible employees who elect to participate in the 401(k) Plan may contribute up to 60%60% of eligible compensation up to $18,000,$20,500, as defined, to the 401(k) Plan. The Internal Revenue Service sets the eligible compensation limit at $270,000$305,000 for 2017.2022. Since 2012, the Company haswe have provided a 50%50% matching contribution up to 6%6% of eligible compensation being contributed after the participant’s first year of employment. During the years ended December 31, 2017, 20162022, 2021 and 2015,2020, the Company made matching contributions to the 401(k) Plan of $4.1$6.1 million, $4.0$5.2 million, and $4.0$1.7 million, respectively.

7. Leases

We lease our facilities and some of our equipment under noncancelable operating lease arrangements that expire at various dates through 2029. The total operating lease liabilities for these leases at December 31, 2022 was approximately $20.0 million. For a few of our facility leases, we have certain options to extend the lease term for up to 10 years, at our sole discretion. We have no finance leases.

We present below the operating lease right-of-use assets and lease liabilities as of December 31, 2022 (in thousands):

December 31, 2022

ASSETS

Operating lease right-of-use assets

$17,794

LIABILITIES

Operating lease liabilities, current (included in accrued and other liabilities)

$5,962

Operating lease liabilities, long-term

14,065

Total operating lease liabilities

$20,027

56


Aggregate future minimum lease payments under noncancelable operating leases as of December 31, 2022 are as follows (in thousands):

Year Ending December 31,

 

 

 

2023

 

$

7,109

 

2024

 

 

6,130

 

2025

 

 

5,344

 

2026

 

 

2,491

 

2027

 

 

2,351

 

Thereafter

 

 

2,091

 

Total minimum payments required

 

 

25,516

 

Less short-term leases

 

 

(91

)

Less imputed interest

 

 

(5,398

)

Total operating lease liabilities

 

$

20,027

 

We are applying the practical expedient to not separate lease and non-lease components, which allows us to account for lease and non-lease components as a single lease component. The total lease cost in 2022 was $7.7 million, consisting of $7.3 million of operating lease costs, and $0.4 million of short-term lease costs. The total lease cost in 2021 was $7.9 million, consisting of $7.5 million of operating lease costs, and $0.4 million of short-term lease costs. Total lease costs in 2020 were $7.9 million, consisting of $7.5 million of operating lease costs, and $0.4 million of short-term lease costs. Our variable lease cost during 2022, 2021 and 2020 were immaterial.

 


Weighted average remaining lease term

 

4.2 years

 

Weighted average discount rate

 

 

4

%

Supplemental cash flow information - operating cash flows (in thousands):

 

 

 

Cash paid for amounts included in the measurement of lease liabilities

 

 

 

Operating cash flows for operating leases

 

$

7,159

 

7.

8. Segment Reporting

The Company manages theWe manage our business by geographic segment and have three geographic reportable segments: the Americas, EMEA, and APAC. All segments derive revenue from the sale and implementation of the Company’sour supply chain execution and planningcommerce 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 useschain commerce. We use the same accounting policies for each reportable segment. The chief executive officer and chief financial officer evaluate performance based on revenue and operating results for each reportable segment.

The Americas segment charges royalty fees to the other segments based on cloud subscriptions and software licenses sold by those reportable segments. The royalties, which totaled $7.0$8.9 million, $3.5$6.1 million, and $3.3$3.8 million in 2017, 20162022, 2021 and 2015,2020, respectively, are included in costcosts of revenue for each segment with a corresponding reduction in the America’s cost of revenue. The revenues represented below are from external customers only. The geographical-basedgeography-based costs consist of costs offor professional services personnel, direct sales and marketing expenses, cost of infrastructure costs to support the employeesemployee and customer base, billing and financial systems, management and general and administrative support. There are certain corporate expenses included in the Americas segment that arewe do not chargedcharge to the other segments, includingsegments. Such expenses include research and development, certain marketing and general and administrative costs that support the global organization, and the amortization of acquired developed technology. IncludedCosts in the Americas’ costs aresegment include all research and development costs including the costs associated with the Company’s India operations.our operations in India.

Amortization expense on intangible assets in 2017, 2016 and 2015 was immaterial.57


In accordance with the segment reporting topic of the FASB Codification, the Company has included a summary ofwe present below financial information by reportable segment. Thesegment for 2022, 2021 and 2020 (in thousands):

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

 

 

Americas

 

 

EMEA

 

 

APAC

 

 

Consolidated

 

 

Americas

 

 

EMEA

 

 

APAC

 

 

Consolidated

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cloud subscriptions

 

$

148,943

 

 

$

22,988

 

 

$

4,527

 

 

$

176,458

 

 

$

103,863

 

 

$

15,380

 

 

$

2,952

 

 

$

122,195

 

Software license

 

 

16,364

 

 

 

6,380

 

 

 

2,104

 

 

 

24,848

 

 

 

29,300

 

 

 

5,729

 

 

 

2,041

 

 

 

37,070

 

Maintenance

 

 

113,258

 

 

 

19,784

 

 

 

9,156

 

 

 

142,198

 

 

 

113,169

 

 

 

23,091

 

 

 

9,581

 

 

 

145,841

 

Services

 

 

295,998

 

 

 

79,628

 

 

 

18,470

 

 

 

394,096

 

 

 

256,392

 

 

 

66,131

 

 

 

12,276

 

 

 

334,799

 

Hardware

 

 

29,321

 

 

 

158

 

 

 

5

 

 

 

29,484

 

 

 

23,491

 

 

 

243

 

 

 

4

 

 

 

23,738

 

Total revenue

 

 

603,884

 

 

 

128,938

 

 

 

34,262

 

 

 

767,084

 

 

 

526,215

 

 

 

110,574

 

 

 

26,854

 

 

 

663,643

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs and Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue

 

 

271,222

 

 

 

71,108

 

 

 

15,907

 

 

 

358,237

 

 

 

225,799

 

 

 

58,593

 

 

 

13,435

 

 

 

297,827

 

Operating expenses

 

 

227,409

 

 

 

17,187

 

 

 

4,888

 

 

 

249,484

 

 

 

202,217

 

 

 

16,496

 

 

 

4,856

 

 

 

223,569

 

Depreciation and amortization

 

 

5,964

 

 

 

613

 

 

 

86

 

 

 

6,663

 

 

 

7,020

 

 

 

738

 

 

 

156

 

 

 

7,914

 

Total costs and expenses

 

 

504,595

 

 

 

88,908

 

 

 

20,881

 

 

 

614,384

 

 

 

435,036

 

 

 

75,827

 

 

 

18,447

 

 

 

529,310

 

Operating income

 

$

99,289

 

 

$

40,030

 

 

$

13,381

 

 

$

152,700

 

 

$

91,179

 

 

$

34,747

 

 

$

8,407

 

 

$

134,333

 

 

 

Year Ended December 31, 2020

 

 

 

Americas

 

 

EMEA

 

 

APAC

 

 

Consolidated

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Cloud subscriptions

 

$

69,469

 

 

$

8,465

 

 

$

1,896

 

 

$

79,830

 

Software license

 

 

30,509

 

 

 

4,308

 

 

 

3,467

 

 

 

38,284

 

Maintenance

 

 

116,309

 

 

 

22,208

 

 

 

9,231

 

 

 

147,748

 

Services

 

 

232,954

 

 

 

58,360

 

 

 

12,255

 

 

 

303,569

 

Hardware

 

 

16,698

 

 

 

241

 

 

 

2

 

 

 

16,941

 

Total revenue

 

 

465,939

 

 

 

93,582

 

 

 

26,851

 

 

 

586,372

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs and Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue

 

 

202,421

 

 

 

53,661

 

 

 

13,805

 

 

 

269,887

 

Operating expenses

 

 

174,477

 

 

 

14,461

 

 

 

4,540

 

 

 

193,478

 

Depreciation and amortization

 

 

7,932

 

 

 

823

 

 

 

191

 

 

 

8,946

 

Total costs and expenses

 

 

384,830

 

 

 

68,945

 

 

 

18,536

 

 

 

472,311

 

Operating income

 

$

81,109

 

 

$

24,637

 

 

$

8,315

 

 

$

114,061

 

In the following table, presents the revenues, expenses, and operating income by reportable segment for the years ended December 31, 2017, 2016 and 2015 (in thousands):

 

 

Year Ended December 31,

 

 

 

2017

 

 

2016

 

 

 

Americas

 

 

EMEA

 

 

APAC

 

 

Consolidated

 

 

Americas

 

 

EMEA

 

 

APAC

 

 

Consolidated

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Software license

 

$

44,145

 

 

$

22,875

 

 

$

5,293

 

 

$

72,313

 

 

$

65,351

 

 

$

9,187

 

 

$

4,675

 

 

$

79,213

 

Cloud subscriptions

 

 

9,274

 

 

 

322

 

 

 

-

 

 

 

9,596

 

 

 

5,783

 

 

 

-

 

 

 

-

 

 

 

5,783

 

Maintenance

 

 

116,426

 

 

 

18,710

 

 

 

7,862

 

 

 

142,998

 

 

 

111,592

 

 

 

15,117

 

 

 

7,139

 

 

 

133,848

 

Services

 

 

264,186

 

 

 

43,431

 

 

 

18,885

 

 

 

326,502

 

 

 

296,983

 

 

 

41,969

 

 

 

12,833

 

 

 

351,785

 

Hardware

 

 

43,118

 

 

 

11

 

 

 

61

 

 

 

43,190

 

 

 

33,875

 

 

 

9

 

 

 

44

 

 

 

33,928

 

Total revenue

��

 

477,149

 

 

 

85,349

 

 

 

32,101

 

 

 

594,599

 

 

 

513,584

 

 

 

66,282

 

 

 

24,691

 

 

 

604,557

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs and Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue

 

 

195,152

 

 

 

36,124

 

 

 

14,457

 

 

 

245,733

 

 

 

206,687

 

 

 

30,711

 

 

 

12,481

 

 

 

249,879

 

Operating expenses

 

 

134,167

 

 

 

12,761

 

 

 

4,312

 

 

 

151,240

 

 

 

133,637

 

 

 

12,983

 

 

 

4,661

 

 

 

151,281

 

Depreciation and amortization

 

 

8,324

 

 

 

527

 

 

 

209

 

 

 

9,060

 

 

 

8,313

 

 

 

528

 

 

 

249

 

 

 

9,090

 

Restructuring charge

 

 

2,813

 

 

 

108

 

 

 

-

 

 

 

2,921

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Total costs and expenses

 

 

340,456

 

 

 

49,520

 

 

 

18,978

 

 

 

408,954

 

 

 

348,637

 

 

 

44,222

 

 

 

17,391

 

 

 

410,250

 

Operating income

 

$

136,693

 

 

$

35,829

 

 

$

13,123

 

 

$

185,645

 

 

$

164,947

 

 

$

22,060

 

 

$

7,300

 

 

$

194,307

 


 

 

Year Ended December 31, 2015

 

 

 

Americas

 

 

EMEA

 

 

APAC

 

 

Consolidated

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Software license

 

$

60,690

 

 

$

9,566

 

 

$

3,742

 

 

$

73,998

 

Cloud subscriptions

 

 

4,617

 

 

 

-

 

 

 

-

 

 

 

4,617

 

Maintenance

 

 

102,323

 

 

 

14,960

 

 

 

6,171

 

 

 

123,454

 

Services

 

 

267,434

 

 

 

45,516

 

 

 

11,837

 

 

 

324,787

 

Hardware

 

 

29,412

 

 

 

34

 

 

 

69

 

 

 

29,515

 

Total revenue

 

 

464,476

 

 

 

70,076

 

 

 

21,819

 

 

 

556,371

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs and Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue

 

 

190,190

 

 

 

33,483

 

 

 

11,755

 

 

 

235,428

 

Operating expenses

 

 

133,511

 

 

 

13,781

 

 

 

4,441

 

 

 

151,733

 

Depreciation and amortization

 

 

6,952

 

 

 

502

 

 

 

310

 

 

 

7,764

 

Restructuring charge

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Total costs and expenses

 

 

330,653

 

 

 

47,766

 

 

 

16,506

 

 

 

394,925

 

Operating income

 

$

133,823

 

 

$

22,310

 

 

$

5,313

 

 

$

161,446

 

The following table presents thewe present goodwill, long-lived assets, and total assets by reportable segment as of December 31, 20172022 and 20162021 (in thousands):

 

As of December 31, 2017

 

 

As of December 31, 2016

 

 

As of December 31, 2022

 

 

As of December 31, 2021

 

 

Americas

 

 

EMEA

 

 

APAC

 

 

Consolidated

 

 

Americas

 

 

EMEA

 

 

APAC

 

 

Consolidated

 

 

Americas

 

 

EMEA

 

 

APAC

 

 

Consolidated

 

 

Americas

 

 

EMEA

 

 

APAC

 

 

Consolidated

 

Goodwill, net

 

$

54,766

 

 

$

5,519

 

 

$

1,963

 

 

$

62,248

 

 

$

54,766

 

 

$

5,499

 

 

$

1,963

 

 

$

62,228

 

 

$

54,766

 

 

$

5,501

 

 

$

1,963

 

 

$

62,230

 

 

$

54,766

 

 

$

5,510

 

 

$

1,963

 

 

$

62,239

 

Long lived assets

 

 

19,424

 

 

 

2,846

 

 

 

527

 

 

 

22,797

 

 

 

22,488

 

 

 

1,923

 

 

 

616

 

 

 

25,027

 

 

 

47,591

 

 

 

6,640

 

 

 

1,136

 

 

 

55,367

 

 

 

51,246

 

 

 

8,214

 

 

 

1,940

 

 

 

61,400

 

Total assets

 

 

271,704

 

 

 

32,308

 

 

 

10,983

 

 

 

314,995

 

 

 

260,478

 

 

 

27,688

 

 

 

8,974

 

 

 

297,140

 

 

 

488,064

 

 

 

65,491

 

 

 

16,623

 

 

 

570,178

 

 

 

468,600

 

 

 

54,021

 

 

 

17,087

 

 

 

539,708

 

For the years ended December 31, 2017, 20162022, 2021 and 2015,2020, we derived revenue from sales to customers outside the United States of approximately $168.3$238.4 million, $144.8$196.4 million, and $131.3$178.1 million, respectively. Our remaining revenue was derived from domestic sales.

License revenues relatedCloud subscriptions revenue primarily relates to our Manhattan Active omnichannel, warehouse management solutions, and non-warehouse product groups for the years ended December 31, 2017, 2016 and 2015, are as follows (in thousands):

 

 

Year Ended December 31,

 

 

 

2017

 

 

2016

 

 

2015

 

Warehouse

 

$

52,579

 

 

$

48,311

 

 

$

50,097

 

Non-Warehouse

 

 

19,734

 

 

 

30,902

 

 

 

23,901

 

Total software license revenue

 

$

72,313

 

 

$

79,213

 

 

$

73,998

 

8. Restructuring Charge

In May 2017, the Company eliminated about 100 positions due to retail sector headwinds and to align our services capacity with demand. The Company recorded a restructuring charge of approximately $2.9 million pretax ($1.8 million after-tax or $0.03 per fully diluted share) in 2017. The charge primarily consists of employee severance, employee transition cost and outplacement services. The charge is classified in “Restructuring charge” in the Company’s Consolidated Statements of Income.

The following table summarizes the segment activity in the restructuring accrualtransportation management solutions for the year ended December 31, 2017:2022. The majority of our software license revenue (over 85%) relates to our warehouse management product group for the same period.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Americas

 

 

EMEA

 

 

APAC

 

 

Consolidated

 

 

 

(in thousands)

 

Restructuring charge

 

$

2,813

 

 

$

108

 

 

$

-

 

 

$

2,921

 

Cash payments

 

 

(2,813

)

 

 

(108

)

 

 

-

 

 

 

(2,921

)

Restructuring accrual balance at December 31, 2017

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

58




9. Subsequent Events

The CompanyWe evaluated all subsequent events that occurred after the date of the accompanying financial statements and determined that there were no events or transactions during this subsequent event reporting period which require recognition or disclosure in the Company’sour financial statements.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.



10. Quarterly Results of Operations (Unaudited)

Following is the quarterly results of operations of the Company for the years ended December 31, 2017

Item 9A. Controls and 2016. The unaudited quarterly results have been prepared on substantially the same basis as the audited Consolidated Financial Statements.  Procedures

 

 

Quarter Ended

 

 

 

Mar 31, 2016

 

 

Jun 30, 2016

 

 

Sep 30, 2016

 

 

Dec 31, 2016

 

 

Mar 31, 2017

 

 

Jun 30, 2017

 

 

Sep 30, 2017

 

 

Dec 31, 2017

 

 

 

(In thousands, except per share data)

 

Statements of Income Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Software license

 

$

19,617

 

 

$

18,882

 

 

$

20,012

 

 

$

20,702

 

 

$

21,277

 

 

$

20,064

 

 

$

16,260

 

 

$

14,712

 

Cloud subscriptions

 

 

990

 

 

 

1,749

 

 

 

1,621

 

 

 

1,423

 

 

 

1,496

 

 

 

2,378

 

 

 

2,534

 

 

 

3,188

 

Maintenance

 

 

31,757

 

 

 

32,841

 

 

 

34,424

 

 

 

34,826

 

 

 

33,376

 

 

 

35,959

 

 

 

36,338

 

 

 

37,325

 

Services

 

 

88,735

 

 

 

91,866

 

 

 

89,613

 

 

 

81,571

 

 

 

79,781

 

 

 

85,327

 

 

 

84,211

 

 

 

77,183

 

Hardware

 

 

8,761

 

 

 

9,554

 

 

 

6,543

 

 

 

9,070

 

 

 

7,559

 

 

 

10,413

 

 

 

13,540

 

 

 

11,678

 

Total revenue

 

 

149,860

 

 

 

154,892

 

 

 

152,213

 

 

 

147,592

 

 

 

143,489

 

 

 

154,141

 

 

 

152,883

 

 

 

144,086

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of license

 

 

2,322

 

 

 

1,361

 

 

 

1,706

 

 

 

1,429

 

 

 

1,352

 

 

 

1,438

 

 

 

1,316

 

 

 

1,377

 

Cost of cloud subscriptions, maintenance and services

 

 

56,862

 

 

 

54,053

 

 

 

55,346

 

 

 

53,374

 

 

 

54,899

 

 

 

53,109

 

 

 

51,103

 

 

 

48,934

 

Cost of hardware

 

 

5,629

 

 

 

7,103

 

 

 

4,626

 

 

 

6,068

 

 

 

5,370

 

 

 

7,766

 

 

 

10,653

 

 

 

8,416

 

Research and development

 

 

14,706

 

 

 

13,458

 

 

 

13,389

 

 

 

13,183

 

 

 

14,225

 

 

 

14,102

 

 

 

14,747

 

 

 

14,630

 

Sales and marketing

 

 

12,588

 

 

 

12,015

 

 

 

10,003

 

 

 

13,617

 

 

 

11,789

 

 

 

11,732

 

 

 

10,739

 

 

 

13,222

 

General and administrative

 

 

12,448

 

 

 

12,368

 

 

 

11,225

 

 

 

12,281

 

 

 

11,872

 

 

 

11,387

 

 

 

11,031

 

 

 

11,764

 

Depreciation and amortization

 

 

2,206

 

 

 

2,266

 

 

 

2,334

 

 

 

2,284

 

 

 

2,262

 

 

 

2,326

 

 

 

2,275

 

 

 

2,197

 

Restructuring charge

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

3,022

 

 

 

(77

)

 

 

(24

)

Total costs and expenses

 

 

106,761

 

 

 

102,624

 

 

 

98,629

 

 

 

102,236

 

 

 

101,769

 

 

 

104,882

 

 

 

101,787

 

 

 

100,516

 

Operating income

 

 

43,099

 

 

 

52,268

 

 

 

53,584

 

 

 

45,356

 

 

 

41,720

 

 

 

49,259

 

 

 

51,096

 

 

 

43,570

 

Other income (loss), net

 

 

520

 

 

 

654

 

 

 

210

 

 

 

416

 

 

 

(371

)

 

 

(68

)

 

 

207

 

 

 

(580

)

Income before income taxes

 

 

43,619

 

 

 

52,922

 

 

 

53,794

 

 

 

45,772

 

 

 

41,349

 

 

 

49,191

 

 

 

51,303

 

 

 

42,990

 

Income tax provision

 

 

16,139

 

 

 

19,581

 

 

 

20,298

 

 

 

15,855

 

 

 

13,125

 

 

 

18,047

 

 

 

18,704

 

 

 

18,476

 

Net income

 

$

27,480

 

 

$

33,341

 

 

$

33,496

 

 

$

29,917

 

 

$

28,224

 

 

$

31,144

 

 

$

32,599

 

 

$

24,514

 

Basic earnings per share

 

$

0.38

 

 

$

0.46

 

 

$

0.47

 

 

$

0.42

 

 

$

0.40

 

 

$

0.45

 

 

$

0.47

 

 

$

0.36

 

Diluted earnings per share

 

$

0.38

 

 

$

0.46

 

 

$

0.47

 

 

$

0.42

 

 

$

0.40

 

 

$

0.45

 

 

$

0.47

 

 

$

0.36

 

Shares used in computing basic earnings per share

 

 

72,630

 

 

 

71,880

 

 

 

71,403

 

 

 

70,742

 

 

 

69,973

 

 

 

69,227

 

 

 

68,928

 

 

 

68,485

 

Shares used in computing diluted earnings per share

 

 

73,020

 

 

 

72,228

 

 

 

71,743

 

 

 

71,148

 

 

 

70,247

 

 

 

69,421

 

 

 

69,135

 

 

 

68,791

 



Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure 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 SEC’s 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.

No system of controls, no matter how well designed and operated, can provide absolute assurance that the objectives of the system of controls are met, and no evaluation of controls can provide absolute assurance that the system of controls has operated effectively in all cases. Our disclosure controls and procedures, however, are designed to provide reasonable assurance that the objectives of disclosure controls and procedures are met.

As of the end of the period covered by this report, our Chief Executive Officer and Chief Financial Officer evaluated, with the participation of management, 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 were effective to provide reasonable assurance that the objectives of disclosure controls and procedures are met.

Management’s Report on Internal Control over Financial Reporting

Management’s assessment of the effectiveness of the Company’sour internal control over financial reporting as of December 31, 2017,2022, and the report of Ernst & Young LLP on the effectiveness of the Company’sour internal control over financial reporting are contained on pages 4137 and 4238 of this report.

Change in Internal Control over Financial Reporting

During the fourth quarter of 2017,2022, 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.

Item 9B.

Other Information

None.

Item 9B. Other Information

None.


Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

59


PART III

Item 10.

Directors, Executive Officers and Corporate Governance

Item 10. Directors, Executive Officers and Corporate Governance

The information required by this item is incorporated by reference from the information contained in our Proxy Statement for the Annual Meeting of Shareholders expected to be filed with the SEC on or prior to April 6, 2018,1, 2023, under the captions “Election of Directors,” “Executive Officers,” “Section 16(a) Beneficial Ownership Reporting Compliance,” “Code of Ethics,” and “Board Committees.”

Item 11.

Executive Compensation

Item 11. Executive Compensation

The information required by this item is incorporated by reference from the relevant information contained in our Proxy Statement for the Annual Meeting of Shareholders expected to be filed with the SEC on or prior to April 6, 2018,1, 2023, under the captions “Director Compensation,” “Executive Compensation,” “Compensation Committee Interlocks and Insider Participation,” and “Compensation Committee Report.”

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

The information required by this item is incorporated by reference from the relevant information contained in our Proxy Statement for the Annual Meeting of Shareholders expected to be filed with the SEC on or prior to April 6, 2018,1, 2023, under the caption “Security Ownership of Certain Beneficial Owners and Management.” The information required by this item with respect to the Company’s securities authorized for issuance under equity compensation plans is included in Part II, Item 5 of this Annual Report on Form 10-K and is incorporated by reference herein.

Item 13.

Certain Relationships and Related Transactions, and Director Independence

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by this item is incorporated by reference from the relevant information contained in our Proxy Statement for the Annual Meeting of Shareholders expected to be filed with the SEC on or prior to April 6, 2018,1, 2023, under the captions “Related Party Transactions” and “Election of Directors.”

Item 14.

Principal Accountant Fees and Services

Item 14. Principal Accountant Fees and Services

The information required by this item is incorporated by reference from the relevant information contained in our Proxy Statement for the Annual Meeting of Shareholders expected to be filed with the SEC on or prior to April 6, 2018,1, 2023, under the caption “Ratification of Appointment of Independent Registered Public Accounting Firm.”

60



PART IV

Item 15.

Exhibits and Financial Statement Schedules

(a)  1.

Financial Statements.

Item 15. Exhibits and Financial Statement Schedules

(a) 1. Financial Statements.

The response to this item is submitted as a separate section of this Form 10-K. See Item 8.

      2.

Financial Statement Schedule.

2. Financial Statement Schedule.

The following financial statement schedule is filed as a part of this report:

SCHEDULE II

MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS

(in thousands)

Classification:

Balance at Beginning of Period

 

 

Additions Charged to Operations

 

 

Net
Deductions

 

 

Balance at End of Period

 

Allowance for Doubtful Accounts

 

 

 

 

 

 

 

 

 

 

 

For the year ended:

 

 

 

 

 

 

 

 

 

 

 

December 31, 2020

$

2,826

 

 

$

3,451

 

 

$

2,780

 

(a)

$

3,497

 

December 31, 2021

$

3,497

 

 

$

2,471

 

 

$

3,549

 

(a)

$

2,419

 

December 31, 2022

$

2,419

 

 

$

5,416

 

 

$

1,826

 

(a)

$

6,009

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred Tax Asset Valuation Allowance

 

 

 

 

 

 

 

 

 

 

 

For the year ended:

 

 

 

 

 

 

 

 

 

 

 

December 31, 2020

$

2,886

 

 

$

489

 

 

$

-

 

(b)

$

3,375

 

December 31, 2021

$

3,375

 

 

$

1,028

 

 

$

-

 

(b)

$

4,403

 

December 31, 2022

$

4,403

 

 

$

-

 

 

$

1,668

 

(b)

$

2,735

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Classification:

 

Balance at Beginning of Period

 

 

Additions Charged to Operations

 

 

Net

Deductions

 

 

Balance at End of Period

 

Allowance for Doubtful Accounts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2015

 

$

4,164

 

 

$

7,130

 

 

$

4,263

 

(a)

$

7,031

 

December 31, 2016

 

$

7,031

 

 

$

4,889

 

 

$

8,325

 

(a)

$

3,595

 

December 31, 2017

 

$

3,595

 

 

$

1,574

 

 

$

2,477

 

(a)

$

2,692

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred Tax Asset Valuation Allowance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2015

 

$

5,071

 

 

$

-

 

 

$

155

 

(b)

$

4,916

 

December 31, 2016

 

$

4,916

 

 

$

-

 

 

$

885

 

(b)

$

4,031

 

December 31, 2017

 

$

4,031

 

 

$

53

 

 

$

-

 

(b)

$

4,084

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restructuring Charge Accrual

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2017

 

$

-

 

 

$

2,921

 

 

$

2,921

 

(c)

$

-

 

(a)
Represents write-offs of accounts, net of recoveries.

(a)

Represents write-offs of accounts, net of recoveries.

(b)
Represents current year releases credited to expenses and current year reductions due to decreases in net deferred tax assets.

(b)

Represents current year releases credited to expenses and current year reductions due to decreases in net deferred tax assets.

(c)

Represents current year cash payments.

All other schedules are omitted because they are not required or the required information is shown in the consolidated financial statements or notes thereto.

3.

Exhibits.

3.
Exhibits.

See (b) below.

(b)

The exhibits listed below under “Exhibit Index” are filed with or incorporated by reference in this Report. Where such filing is made by incorporation by reference to a previously filed registration statement or report, such registration statement or report is identified in parentheses.

(b)
The exhibits listed below under “Exhibit Index” are filed with or incorporated by reference in this Report. Where such filing is made by incorporation by reference to a previously filed registration statement or report, such registration statement or report is identified in parentheses.

(c)

See Item 15(a)(2).

(c)
See Item 15(a)(2).

Item 16.

Form 10-K Summary

None.

Item 16. Form 10-K Summary

None.


EXHIBIT INDEX

61


EXHIBIT INDEX

The following exhibits are filed withor incorporated by reference as part of this Report.

Exhibit
Number

Description

  3.1

Articles of Incorporation of the Registrant dated February 24, 1998 (Incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2014 (File No. 00023999), filed on July 29, 2014).

  3.2

Amended Bylaws of the Registrant (As Amended Effective October 13, 2010)July 18, 2019) (Incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K (File No. 000-23999), filed on October 19, 2010)March 9, 2022).

  4.1

ProvisionsDescription of Registrant's Securities Registered Pursuant to Section 12 of the ArticlesSecurities Exchange Act of Incorporation and Bylaws of the Registrant defining rights of the holders of common stock of the Registrant1934 (Incorporated by reference to Exhibit 4.1 to the Company’s Registration StatementCompany's Quarterly Report on Form S-1 (File No. 333-47095), filed on February 27, 1998).

  4.2

Specimen Stock Certificate (Incorporated by reference to Exhibit 4.2 to the Company’s Pre-Effective Amendment No. 1 to its Registration Statement on Form S-1 (File No. 333-47095), filed on April 2, 1998).

10.1(a)

Lease Agreement by and between Wildwood Associates, a Georgia general partnership, and the Registrant dated September 24, 1997 (Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No. 333-47095), filed on February 27, 1998).

       (b)

First Amendment to Lease between Wildwood Associates, a Georgia general partnership, and the Registrant dated October 31, 1997 (Incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1 (File No. 333-47095), filed on February 27, 1998).

       (c)

Second Amendment to Lease Agreement between Wildwood Associates, a Georgia general partnership, and the Registrant, dated February 27, 1998 (Incorporated by reference to Exhibit 10.8 to the Company’s Pre-Effective Amendment No. 1 to its Registration Statement on Form S-1 (File No. 333-47095), filed on April 2, 1998).

       (d)

Third Amendment to Lease Agreement between Wildwood Associates and the Registrant, dated October 24, 2000 (Incorporated by reference to Exhibit 10.9 to the Company’s Annual Report10-Q for the period ended DecemberMarch 31, 20002020 (File No. 000-23999), filed on April 2, 2001)May 1, 2020).

10.2(a)10.1(a)

Lease Agreement by and between Wildwood Associates, a Georgia general partnership, and the Registrant, dated June 25, 2001 (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report for the period ended June 30, 2001 (File No. 000-23999), filed August 14, 2001).

       (b)10.1(b)

First Amendment to Lease Agreement between Wildwood Associates, and the Registrant, dated June 10, 2002 (Incorporated by reference to Exhibit 10.6 to the Company’s Annual Report for the period ended December 31, 2006 (File No. 000-23999), filed on March 14, 2007).

       (c)10.1(c)

Second Amendment to Lease Agreement between 2300 Windy Ridge Parkway Investors LLC, and the Registrant, dated February 27, 2007 (Incorporated by reference to Exhibit 10.7 to the Company’s Annual Report for the period ended December 31, 2006 (File No. 000-23999), filed on March 14, 2007).

       (d)10.1(d)

Third Amendment to Lease Agreement between 2300 Windy Ridge Parkway Investors LLC, and the Registrant, dated June 14, 2007 (Incorporated by reference to Exhibit 10.2(d) to the Company’s Annual Report for the period ended December 31, 2014 (File No. 000-23999), filed on February 5, 2015).

       (e)10.1(e)

Fourth Amendment to Lease Agreement between SP4 2300 Windy Ridge LP, and the Registrant, dated August 14, 2012 (Incorporated by reference to Exhibit 10.2(e) to the Company’s Annual Report for the period ended December 31, 2014 (File No. 000-23999), filed on February 5, 2015).

       (f)10.1(f)

Fifth Amendment to Lease Agreement between 2300 Windy Ridge LLC, and the Registrant, dated May 19, 2014 (Incorporated by reference to Exhibit 10.2(f) to the Company’s Annual Report for the period ended December 31, 2014 (File No. 000-23999), filed on February 5, 2015).

       (g)10.1(g)

Sixth Amendment to Lease Agreement between 2300 Windy Ridge LLC, and the Registrant, dated August 13, 2014 (Incorporated by reference to Exhibit 10.2(g) to the Company’s Annual Report for the period ended December 31, 2014 (File No. 000-23999), filed on February 5, 2015).


Exhibit
Number

Description

10.1(h)

       (h)

Seventh Amendment to Lease Agreement between 2300 Windy Ridge LLC and the Registrant, dated April 29, 2015 (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2015 (File No. 000-23999), filed on July 28, 2015).

10.310.2(a)

Agreement to BuildLease Deed by and Lease between Orchid ApartmentsBrookefields Real Estate and Projects Private Limited and Manhattan Associates India Development Centre Private Limited, executed on November 19, 2004Ltd dated March 18, 2019 – Unit 1 (Incorporated by reference to Exhibit 10.810.34 to the Company’s Annual ReportForm 10-Q for the period ended December 31, 2004 (File No. 000-23999), filed on March 16, 2005).

10.4

Lease Agreement between IGE Energy Services (UK) Limited, Manhattan Associates Limited and Manhattan Associates, Inc., dated February 1, 2005 (Incorporated by reference to Exhibit 10.9 to the Company’s Annual Report for the period ended December 31, 2004 (File No. 000-23999), filed on March 16, 2005).

10.5

Form of Director and Officer Indemnification Agreement (Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K (File No. 000-23999) filed on April 4, 2013).

10.6*

Summary Plan Description of the Registrant’s 401(k) Plan and Trust, effective January 1, 1995 (Incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (File No. 333-47095), filed on February 27, 1998).

10.7(a)*

Manhattan Associates, Inc. 1998 Stock Incentive Plan (Incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1 (File No. 333-47095), filed on February 27, 1998).

       (b)*

First Amendment to the Manhattan Associates, Inc. 1998 Stock Incentive Plan (Incorporated by reference to Exhibit 10.22 to the Company’s Annual Report for the period ended December 31, 1998 (File No. 000-23999), filed on March 31, 1999).

       (c)*

Second Amendment to the Manhattan Associates, Inc. 1998 Stock Incentive Plan (Incorporated by reference to Exhibit 10.23 to the Company’s Annual Report for the period ended December 31, 1998 (File No. 000-23999), filed on March 31, 1999).

       (d)*

Third Amendment to the Manhattan Associates, Inc. 1998 Stock Incentive Plan (Incorporated by reference to Exhibit 10.24 to the Company’s Annual Report for the period ended December 31, 1998 (File No. 000-23999), filed on March 31, 1999).

       (e)*

Fourth Amendment to the Manhattan Associates, Inc. 1998 Stock Incentive Plan (Incorporated by reference to Exhibit 10.25 to the Company’s Annual Report for the period ended December 31, 1999 (File No. 000-23999), filed on March 30, 2000).

       (f)*

Fifth Amendment to the Manhattan Associates, Inc. 1998 Stock Incentive Plan (Incorporated by reference to Exhibit 4.8 to the Company’s Form S-8 (File No. 333-68968), filed on September 5, 2001).

       (g)*

Sixth Amendment to the Manhattan Associates, Inc. 1998 Stock Incentive Plan (Incorporated by reference to Annex A to the Company’s Proxy Statement for its Annual Meeting held May 17, 20022019 (File No. 000-23999), filed on April 24, 2002)25, 2019).

       (h)*10.2(b)

Amendment No. 7 to theLease Deed by and between Brookefields Real Estate and Projects Private Limited and Manhattan Associates Inc. 1998 Stock Incentive PlanIndia Development Centre Private Ltd dated March 18, 2019 – Unit 2 (Incorporated by reference to Exhibit 4.1010.35 to the Company’s Form S-8 (File No. 333-105913), filed on June 6, 2003).

10.8*

Form of Composite Stock Option Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report10-Q for the period ended March 31, 20062019 (File No. 000-23999), filed on May 4, 2006)April 25, 2019).

10.9(a)*10.2(c)

Executive Employment AgreementLease Deed by and between the RegistrantBrookefields Real Estate and Peter F. Sinisgalli, effective as of February 25, 2004Projects Private Limited and Manhattan Associates India Development Centre Private Ltd dated May 1, 2019 – 5,318 sq. ft. (Incorporated by reference to Exhibit 10.2810.36 to the Company’s Annual Report for the period ended December 31, 2003 (File No. 000-23999), filed on March 15, 2004).

       (b)*

Modification dated July 19, 2007 by and between the Company and Peter F. Sinisgalli to the Executive Employment Agreement dated February 25, 2004 (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No. 000-23999), filed on July 24, 2007).

10.10*

Executive Employment Agreement by and between the Registrant and Peter F. Sinisgalli, effective as of April 13, 2012 (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No. 000-23999), filed on December 23, 2011).


Exhibit
Number

Description

10.11*

Separation and Non-Competition Agreement by and between the Registrant and Peter F. Sinisgalli, effective as of February 25, 2004 (Incorporated by reference to Exhibit 10.29 to the Company’s Annual Report for the period ended December 31, 2003 (File No. 000-23999), filed on March 15, 2004).

10.12(a)*

Form of Executive Employment Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No. 000-23999) filed on April 4, 2013).

         (b)*

Updated Schedule to Form of Executive Employment Agreement of Initial Salaries and Target Bonus Opportunities for Named Executive Officers (Incorporated by reference to Exhibit 10.1(b) to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 20132019 (File No. 000-23999), filed on July 31, 2013)25, 2019).

62


Exhibit
Number

Description

10.13*

10.2(d)

Executive Employment Agreement with Steven P. SmithLease Deed by and between Brookefields Real Estate and Projects Private Limited and Manhattan Associates India Development Centre Private Ltd dated May 1, 2019 – 10,001 sq. ft. (Incorporated by reference to Exhibit 10.310.37 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2013 (File No. 000-23999) filed on July 31, 2013).

10.14 *

Form of Modification Agreement for Terms and Conditions for Stock Options. (Incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K2019 (File No. 000-23999), filed on January 2, 2009)July 25, 2019).

10.1510.20(a)*

Form of License Agreement, Software Maintenance Agreement and Consulting Agreement (Incorporated by reference to Exhibit 10.18 to the Company’s Pre-Effective Amendment No. 1 to its Registration Statement on Form S-1 (File No. 333-47095), filed on April 2, 1998).

10.16

Form of Software License, Services and Maintenance Agreement (Incorporated by reference to Exhibit 10.21 to the Company’s Annual Report for the period ended December 31, 1998 (File No. 000-23999), filed on March 31, 1999).

10.17(a)*

2007 Stock Incentive Plan, as amended by the First Amendment thereto (Incorporated by reference to Annex A to the Company’s Definitive Proxy Statement related to its 2009 Annual Meeting of Shareholders (File No. 000-23999) filed on April 20, 2009).

        (b)10.20(b)*

Second amendment to 2007 Stock Incentive Plan (Incorporated by reference to Annex A to the Company’s Definitive Proxy Statement related to its 2011 Annual Meeting of Shareholders (File No. 000-23999) filed on April 15, 2011).

        (c)10.20(c)*

Third amendment to 2007 Stock Incentive Plan (Incorporated by reference to Annex A to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2017 (File No. 000-23999) filed on October 30, 2017).

10.18*

Written Summary of Manhattan Associates, Inc. Annual Cash Incentive Plan (Incorporated by reference to Exhibit 10.47 to the Company’s Annual Report for the period ended December 31, 2009 (File No. 000-23999), filed on February 19, 2010).

10.19*10.21*

Form of Manhattan Associates, Inc. Restricted Stock Award Agreement for Employees (Incorporated by reference to Exhibit 10.48 to the Company’s Annual Report for the period ended December 31, 2009 (File No. 000-23999), filed on February 19, 2010).

10.20*

Form of Manhattan Associates, Inc. Restricted Stock Award Agreement for Non-Employee Directors (Incorporated by reference to Exhibit 10.49 to the Company’s Annual Report for the period ended December 31, 2009 (File No. 000-23999), filed on February 19, 2010).

10.21*10.22*

Form of Manhattan Associates, Inc. Restricted Stock Unit Award Agreement for Employees (Incorporated by reference to Exhibit 10.50 to the Company’s Annual Report for the period ended December 31, 2012 (File No. 000-23999), filed on February 23, 2012).

10.22*10.23*

Form of Manhattan Associates, Inc. Restricted Stock Unit Award Agreement for Non-Employee Directors (Incorporated

10.24*

Manhattan Associates, Inc. 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.51Annex A to the Company’s Definitive Proxy Statement related to its 2020 Annual Report forMeeting of Shareholders filed with the period ended December 31, 2012 (FileSecurities and Exchange Commission on March 30, 2020 (Commission File No. 000-23999), filed on February 23, 2012).)

10.23*10.30*

Executive Employment Agreement by and between the Registrant and Bruce Richards, effective as of August 1, 2011 (Incorporated by reference to Exhibit 10.52 to the Company’s Annual Report for the period ended December 31, 2012 (File No. 000-23999), filed on February 23, 2012).


Exhibit
Number

Description

10.24*

Severance and Non-Competition Agreement by and between the Registrant and Bruce Richards, effective as of August 1, 2011 (Incorporated by reference to Exhibit 10.53 to the Company’s Annual Report for the period ended December 31, 2012 (File No. 000-23999), filed on February 23, 2012).

10.25*

Modification Agreement for Terms and Conditions for Stock Options by and between the Registrant and Eddie Capel, effective as of June 4, 2007 (Incorporated by reference to Exhibit 10.54 to the Company’s Annual Report for the period ended December 31, 2012 (File No. 000-23999), filed on February 23, 2012).

10.26*

Severance and Non-Competition Agreement by and between the Registrant and Eddie Capel, effective as of March 18, 2010 (Incorporated by reference to Exhibit 10.55 to the Company’s Annual Report for the period ended December 31, 2012 (File No. 000-23999), filed on February 23, 2012).

10.27*

Settlement Agreement by and between the Registrant and Steven P. Smith, effective as of June 8, 2015 (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No. 000-23999), filed on June 12, 2015).

10.28

2016 Annual Cash Bonus Plan (Incorporated by reference from Annex B to the Company’s Definitive Proxy Statement for its 2016 Annual Meeting of Shareholders filed with the SEC on April 8, 2016 (SEC File No. 000-23999)).

10.29*10.40*

Form of Executive Employment Agreement with Linda C. Pinne (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2016 (File No. 000-23999), filed on April 22, 2016).

10.30*

Indemnification Agreement with Linda C. Pinne (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2016 (File No. 000-23999), filed on April 22, 2016).

10.31*

Consulting Agreement, dated May 12, 2016, by and between the Registrant and Dan Lautenbach (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K10-Q for the period ended September 30, 2018 (File No. 000-23999), filed on May 13, 2016)October 25, 2018).

10.32*10.41*

Schedule to Form of Executive Employment Agreement of Initial Salaries and Target Bonus Opportunities for Named Executive Officers.

10.42

Form of Director and Officer Indemnification Agreement with all Directors and Executive Officers (Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K (File No. 000-23999) filed on April 4, 2013).

10.43*

Executive Employment Letter Agreement, dated July 27, 2016, by and between the Registrant and Dennis Story (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No. 000-23999), filed on August 1, 2016).

21.1

List of Subsidiaries.

23.1

Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.

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

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

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

101.INS

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

63


Exhibit
Number

Description

101.PRE

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

The cover page from the Company’s Quarterly Report on Form 10-K for the year ended December 31, 2022, has been formatted in Inline XBRL.

*

Management contract or compensatory plan or agreement.

**

In accordance with Item 601(b)(32)(ii) of the SEC’s 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.

* Management contract or compensatory plan or agreement.

** In accordance with Item 601(b)(32)(ii) of the SEC’s 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.


SIGNATURES

64


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

By:

/s/ Eddie Capel

Eddie Capel

President, Chief Executive Officer, and Director

Date: February 9, 20186, 2023

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

Signature

Title

Date

/s/ John J. Huntz, Jr.

Chairman of the Board

February 9, 20186, 2023

John J. Huntz, Jr.

/s/ Eddie Capel

President, Chief Executive Officer, and Director

(Principal Executive Officer)

February 9, 20186, 2023

Eddie Capel

/s/ Dennis B. Story

Executive Vice President, Chief Financial Officer, and Treasurer (Principal Financial Officer)

February 9, 20186, 2023

Dennis B. Story

/s/ Linda C. Pinne

Senior Vice President, Global Corporate Controller, and Chief

Accounting Officer (Principal Accounting Officer)

February 9, 20186, 2023

Linda C. Pinne

/s/ Edmond I. Eger III

Director

February 9, 20186, 2023

Edmond I. Eger III

/s/ John H. Heyman Linda T. Hollembaek

Director

February 9, 20186, 2023

John H. Heyman Linda T. Hollembaek

/s/ Kimberly A. Kuryea

Director

February 6, 2023

Kimberly A. Kuryea

/s/ Charles E. Moran

Director

February 9, 20186, 2023

Charles E. Moran

/s/ Thomas E. Noonan

Director

February 9, 20186, 2023

Thomas E. Noonan

/s/ Deepak Raghavan

Director

February 9, 20186, 2023

Deepak Raghavan

65

73