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 Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of the Registrant’s class of capital stock outstanding as of ~~October 20, 2017,~~April 23, 2021, the latest practicable date, is as follows: ~~68,933,148~~63,617,361 shares of common stock, $0.01 par value per share.

	September 30, 2017			December 31, 2016			March 31, 2021			December 31, 2020
	(unaudited)						(unaudited)
ASSETS
Current Assets:
Current assets:
Cash and cash equivalents	$	124,818		$	95,615		$	197,166		$	204,705
Short-term investments		4,901			-
Accounts receivable, net of allowance of $3,163 and $3,595, respectively		97,011			100,285
Accounts receivable, net of allowance of $3,451 and $3,497, at March 31, 2021 and December 31, 2020, respectively								106,274			109,202
Prepaid expenses and other current assets		11,638			11,118			26,611			20,134
Total current assets		238,368			207,018			330,051			334,041

Property and equipment, net		15,275			17,424			16,484			17,903
Operating lease right-of-use assets								29,581			31,470
Goodwill, net		62,245			62,228			62,244			62,252
Deferred income taxes		2,691			2,867			2,117			5,760
Other assets		7,670			7,603			18,051			13,986
Total assets	$	326,249		$	297,140		$	458,528		$	465,412

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	15,136		$	12,052		$	18,327		$	17,805
Accrued compensation and benefits		17,173			20,700			44,643			41,962
Accrued and other liabilities		12,394			12,510			20,401			21,181
Deferred revenue		70,984			63,457			122,939			114,164
Income taxes payable		6,745			8,924			428			1,874
Total current liabilities		122,432			117,643			206,738			196,986

Operating lease liabilities, long-term								26,132			27,843
Other non-current liabilities		9,463			10,131			20,998			21,686

Shareholders' equity:
Preferred stock, no par value; 20,000,000 shares authorized, no shares issued or outstanding in 2017 and 2016		-			-
Common stock, $0.01 par value; 200,000,000 shares authorized; 68,930,029 and 70,233,955 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively		689			702
Additional paid-in capital		3,694			-
Preferred stock, no par value; 20,000,000 shares authorized, 0 shares issued or outstanding in 2021 and 2020								-			-
Common stock, $0.01 par value; 200,000,000 shares authorized; 63,616,713 and 63,527,186 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively								636			635
Retained earnings		202,717			184,558			222,815			236,524
Accumulated other comprehensive loss		(12,746	)		(15,894	)		(18,791	)		(18,262	)
Total shareholders' equity		194,354			169,366			204,660			218,897
Total liabilities and shareholders' equity	$	326,249		$	297,140		$	458,528		$	465,412

	Three Months Ended September 30,					Nine Months Ended September 30,					Three Months Ended March 31,
	2017			2016		2017			2016		2021			2020
	(unaudited)			(unaudited)		(unaudited)			(unaudited)		(unaudited)			(unaudited)
Revenue:
Cloud subscriptions											$	26,643		$	17,260
Software license	$	18,794		$	21,633	$	64,009		$	62,871		7,838			9,735
Maintenance												36,159			35,744
Services		115,555			119,267		341,216			355,363		80,359			87,406
Hardware and other		18,534			11,313		45,288			38,731
Hardware												5,851			3,758
Total revenue		152,883			152,213		450,513			456,965		156,850			153,903
Costs and expenses:
Cost of license		2,830			2,966		7,425			8,401
Cost of services		44,750			49,436		142,244			149,733
Cost of hardware and other		15,492			9,276		37,337			30,874
Cost of software license												556			555
Cost of cloud subscriptions, maintenance and services												73,509			74,276
Research and development		14,747			13,389		43,074			41,553		24,260			23,328
Sales and marketing		10,739			10,003		34,260			34,606		13,396			13,088
General and administrative		11,031			11,225		34,290			36,041		17,569			16,114
Depreciation and amortization		2,275			2,334		6,863			6,806		2,135			2,346
Restructuring charge		(77	)		-		2,945			-
Total costs and expenses		101,787			98,629		308,438			308,014		131,425			129,707
Operating income		51,096			53,584		142,075			148,951		25,425			24,196
Other income (loss), net		207			210		(232	)		1,384
Other (loss) income, net												(293	)		1,420
Income before income taxes		51,303			53,794		141,843			150,335		25,132			25,616
Income tax provision		18,704			20,298		49,876			56,018		2,489			3,086
Net income	$	32,599		$	33,496	$	91,967		$	94,317	$	22,643		$	22,530

Basic earnings per share	$	0.47		$	0.47	$	1.33		$	1.31	$	0.36		$	0.35
Diluted earnings per share	$	0.47		$	0.47	$	1.32		$	1.30	$	0.35		$	0.35

Weighted average number of shares:
Basic		68,928			71,403		69,389			71,981		63,645			63,592
Diluted		69,135			71,743		69,614			72,340		64,466			64,342

	Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
	2017		2016		2017		2016			2021			2020
	(unaudited)		(unaudited)		(unaudited)		(unaudited)			(unaudited)			(unaudited)
Net income	$	32,599	$	33,496	$	91,967	$	94,317		$	22,643		$	22,530
Foreign currency translation adjustment		376		75		3,148		(1,715	)		(529	)		(3,471	)
Comprehensive income	$	32,975	$	33,571	$	95,115	$	92,602		$	22,114		$	19,059

	Nine Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2021			2020
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
Operating activities:
Net income	$	91,967		$	94,317		$	22,643		$	22,530
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		6,863			6,806			2,135			2,346
Equity-based compensation		11,041			11,724			10,051			7,564
Loss on disposal of equipment		34			19
Tax benefit of stock awards exercised/vested		-			5,166
Excess tax benefits from equity-based compensation		-			(5,170	)
(Gain) loss on disposal of equipment								(2	)		7
Deferred income taxes		741			(259	)		3,636			5,511
Unrealized foreign currency loss (gain)		93			(363	)
Unrealized foreign currency gain								(386	)		(1,130	)
Changes in operating assets and liabilities:
Accounts receivable, net		5,095			(1,850	)		2,204			(12,217	)
Other assets		(940	)		(1,555	)		(9,467	)		(4,889	)
Accounts payable, accrued and other liabilities		(2,273	)		(14,033	)		2,661			(14,794	)
Income taxes		(2,151	)		6,063			(2,878	)		(5,385	)
Deferred revenue		6,169			633			9,288			12,045
Net cash provided by operating activities		116,639			101,498			39,885			11,588

Investing activities:
Purchase of property and equipment		(3,897	)		(5,465	)		(569	)		(1,245	)
Net (purchases) maturities of investments		(4,487	)		10,201
Net cash (used in) provided by investing activities		(8,384	)		4,736
Net cash used in investing activities								(569	)		(1,245	)

Financing activities:
Purchase of common stock		(81,700	)		(117,968	)		(46,402	)		(43,032	)
Proceeds from issuance of common stock from options exercised		-			18
Excess tax benefits from equity-based compensation		-			5,170
Net cash used in financing activities		(81,700	)		(112,780	)		(46,402	)		(43,032	)

Foreign currency impact on cash		2,648			(1,039	)		(453	)		(2,710	)

Net change in cash and cash equivalents		29,203			(7,585	)		(7,539	)		(35,399	)
Cash and cash equivalents at beginning of period		95,615			118,416			204,705			110,678
Cash and cash equivalents at end of period	$	124,818		$	110,831		$	197,166		$	75,279

~~See accompanying Notes~~ ~~to Condensed~~ ~~Consolidated Financial Statements.~~

Accumulated

Additional

Other

Total

Common Stock

Paid-In

Retained

Comprehensive

Shareholders'

Shares

Amount

Capital

Earnings

(Loss) Income

Equity

Balance, December 31, 2015 (audited)

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 (audited)

70,233,955

702

-

184,558

(15,894
)

169,366

Repurchase of common stock

(1,672,661
)

(17
)

(9,168
)

(72,515
)

-

(81,700
)
Restricted stock units issuance

368,735

4

(4
)

-

-

-

Equity-based compensation

-

-

11,041

-

-

11,041

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

-

-

-

-

3,148

3,148

Net income

-

-

-

91,967

-

91,967

Balance, September 30, 2017 (unaudited)

68,930,029

$
689

$
3,694

$
202,717

$
(12,746
)

$
194,354

													Accumulated
							Additional						Other			Total
	Common Stock						Paid-In			Retained			Comprehensive			Shareholders'
	Shares			Amount			Capital			Earnings			Loss			Equity
For the Three Months Ended March 31, 2021
Balance, December 31, 2020 (audited)		63,527,186		$	635		$	-		$	236,524		$	(18,262	)	$	218,897
Repurchase of common stock		(386,314	)		(4	)		(10,046	)		(36,352	)		-			(46,402	)
Restricted stock units issuance		475,841			5			(5	)		-			-			-
Equity-based compensation		-			-			10,051			-			-			10,051
Foreign currency translation adjustment		-			-			-			-			(529	)		(529	)
Net income		-			-			-			22,643			-			22,643
Balance, March 31, 2021 (unaudited)		63,616,713		$	636		$	-		$	222,815		$	(18,791	)	$	204,660

For the Three Months Ended March 31, 2020
Balance, December 31, 2019 (audited)		63,456,986		$	635		$	-		$	159,490		$	(17,847	)	$	142,278
Repurchase of common stock		(556,109	)		(6	)		(7,558	)		(35,468	)		-			(43,032	)
Restricted stock units issuance		594,810			6			(6	)		-			-			-
Equity-based compensation		-			-			7,564			-			-			7,564
Foreign currency translation adjustment		-			-			-			-			(3,471	)		(3,471	)
Net income		-			-			-			22,530			-			22,530
Balance, March 31, 2020 (unaudited)		63,495,687		$	635		$	-		$	146,552		$	(21,318	)	$	125,869

The accompanying unaudited condensed consolidated financial statements of Manhattan Associates, Inc. and its subsidiaries (the ~~“Company”~~“Company,” “we,” “us,” “our,” or “Manhattan”) have been prepared in accordance with accounting principles generally accepted in the United States ~~(“GAAP”)~~(GAAP) for interim financial information, with the instructions to Form 10-Q and with Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required for complete financial statements. In the opinion of management, these condensed consolidated financial statements contain all normal recurring adjustments considered necessary for a fair presentation of ~~the Company’s~~our financial position at ~~September 30, 2017,~~March 31, 2021, the results of operations for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 and ~~2016,~~2020, and cash flows for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016.~~2020. The results for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 are not necessarily indicative of the results to be expected for the full ~~year.~~year or any other interim period. These statements should be read in conjunction with ~~the Company’s~~our audited consolidated financial statements and management’s discussion and analysis included in ~~the Company’s~~our annual report on Form 10-K for the year ended December 31, ~~2016.~~2020.

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

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 nine months ended September 30, 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.Income Taxes

In ~~May 2017,~~December 2019, the FASB issued ASU ~~2017-09, Compensation – Stock Compensation: Scope of Modification~~2019-12, Income Taxes (Topic 740): Simplifying the 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.~~Income Taxes. The new guidance ~~is effective~~eliminates certain exceptions related to the approach for ~~all entities~~intraperiod tax allocation, the methodology 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 guidancecalculating taxes during the ~~three months ended June 2017,~~quarters and the ~~adoption did not impact our financial statements.~~

~~In January 2017,~~recognition of deferred tax liabilities for outside basis differences. This guidance also simplifies aspects of the ~~FASB issued ASU 2017-04, Intangibles - Goodwill~~accounting for franchise taxes and ~~Other (Topic 350)~~changes in tax laws or rates, as well as clarifies the accounting for transactions that ~~simplifies~~result in a step-up in 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~~tax basis 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. goodwill. We ~~early~~ adopted this guidance during the three months ended March ~~2017,~~31, 2021, and the adoption did not have a material impact on 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.

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 will adopt the standard in the first quarter of 2018 and are planning to use the modified retrospective method. Currently, we are in the process of reviewing our historical contracts to quantify the impact that the adoption of the standard will have on specific performance obligations. We expect to recognize our hardware revenue net of related cost under the new standard which will reduce both hardware revenue and cost of sales as compared to our current accounting. We are also continuing to evaluate the impact of the standard on our recognition of costs related to obtaining customer contracts. Currently, sales commissions are expensed in sales and marketing expense when earned. We believe these commissions represent direct incremental costs of obtaining our contracts with customers. Under the standard, these costs must be expensed on a systematic basis that is consistent with the transfer of the related goods and services to the customer. Based on expected renewals of customer support and software enhancements and sales of optional implementation services, we believe a portion of our commissions expense should be deferred and amortized over time as the corresponding services are transferred to the customer under the new standard. We have not identified other significant differences related to the pattern of revenue recognition or presentation of revenue compared to our historical accounting.

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. 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.

~~The Company’s~~We recognize revenue ~~consists~~when we transfer control of ~~fees~~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 ~~the licensing, hosting of~~ software and software as a service (“SaaS”) arrangements (collectively included in “Software license” revenue in the Condensed Consolidated Statements of Income), fees from implementation and training services (collectively, “professional services”) andlicenses, cloud subscriptions, customer support services and software enhancements ~~(collectively with professional~~(“maintenance”), implementation and training services, ~~revenue included in “Services” revenue in the Condensed Consolidated Statements of Income),~~ and sales of ~~hardware~~hardware. We exclude sales and ~~other revenue, which consists~~usage-based taxes from revenue.

Our perpetual software licenses provide the customer with a right to use the software as it exists at the time of out-of-pocket expenses incurred in connection with our professional services (collectively included in “Hardware and other” revenue in the Condensed Consolidated Statements of Income). Revenue generated from our hosting and SaaS arrangements represented approximately 10% of total software licensepurchase. We recognize revenue for distinct software licenses once the ~~nine months ended September 30, 2017. All revenue is recognized net of any related sales taxes.~~license period has begun and we have made the software available to the customer.

~~The Company recognizes license revenue when~~Cloud subscriptions includes software as a service (SaaS) and arrangements which provide customers with the ~~following criteria are met: (1)~~right to use our software within a ~~signed contract is obtained covering all elements~~cloud-based environment that we provide and manage where the customer does not have the right to take possession of the ~~arrangement, (2) delivery of the product has occurred, (3) the license fee is fixed or determinable,~~software without significant penalty. SaaS 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. Hosting and SaaS arrangements generally have a non-cancellable initial term followed by annual renewal periods. Hosting and SasShosting revenues are recognized ratably over the ~~term of~~contract period. For contracts that include a perpetual license and hosting services, we generally consider the ~~related arrangements. For hosting arrangements, where perpetual licenses are also sold, the initial non-cancellable period generally results in the arrangements being accounted for~~arrangement as an overall service, ~~agreements, accordingly, amounts billed for the licenses are~~ recognized over the ~~customer relationship period.~~

initial hosting term. The ~~Company allocates revenue to customer support services and~~ software enhancements 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 recognizedlicense fee typically due at the outset of the arrangement ~~using~~is not payable again if the ~~residual method as~~customer renews the ~~product~~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 are ~~delivered. If~~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 ratably over 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 elementsterm 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.agreement, typically twelve months.

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 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~~Our services revenue consists of fees generated from ~~professional~~implementation, training, and application managed services, ~~and customer support and software enhancements related to the Company’s software products. Professional~~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 ~~not~~ typically ~~essential~~optional and distinct from our software. Following implementation, customers may purchase application managed services to ~~the functionality of the~~support and maintain our software. Fees ~~from professional~~for our services ~~performed by the Company~~ 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 ~~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 services contracts is recognized ~~on a proportional performance basis~~over time 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. Revenue related to customer support services and software enhancements is generally paid in advance and recognized ratably over the term of the agreement, typically twelve months.proportion performed.

~~Hardware and other revenue is generated from the resale~~As part of a ~~variety of~~complete solution, our customers periodically purchase 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~~us for use with the software licenses purchased from ~~the Company.~~us. These products include computer hardware, radio frequency terminal networks, radio frequency identification (RFID) chip readers, bar code printers and scanners, and other peripherals. ~~Hardware~~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 ~~recognized upon shipment~~transferred to the customer ~~when title passes. The Company generally purchases hardware~~upon shipment.

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.

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 ~~Company’s vendors only after receiving an order~~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. In the three months ended March 31, 2021, we recognized $52.2 millionof revenue that was included in the deferred revenue balance as of December 31, 2020.

NaN revenue was recognized during the three months ended March 31, 2021 from performance obligations that were satisfied in prior periods.

As of March 31, 2021, approximately $421.2 million of revenue is expected to be recognized from remaining performance obligations for cloud subscriptions, maintenance contracts, and application managed services with a ~~customer. As~~non-cancelable term greater than 1 year (including deferred revenue as well as amounts that will be invoiced and recognized as revenue in future periods). We expect to recognize revenue on approximately 45% 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.

We have not experienced significant returns or warranty claims to date and, as a result, have 0t recorded a provision for the ~~Company~~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 ~~does not maintain hardware inventory.~~

In accordance with the other presentation matters within the Revenue Recognition Topic of the FASB Accounting Standards Codification (ASC), the Company recognizes amounts associated with reimbursements from customers for out-of-pocket expensesrepresent a sales allowance on services revenue, which are recorded to operations as a reduction to services revenue. ~~Such amounts have been included in “Hardware and other” revenue in the Condensed Consolidated Statements of Income.~~ The total amount ~~of expense reimbursement recorded~~charged to ~~revenue~~operations was ~~$5.0~~$0.7 million and ~~$4.8~~$1.4 million for the three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016, respectively,~~2020, respectively.

Our analysis involved utilizing a model of internal historical losses data. In estimating the allowance for credit losses, we considered the age of the accounts receivable, our historical write-offs, and ~~$13.8~~the historical 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.

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 $18.8 million as of March 31, 2021, of which $13.9 million is included in other assets and $4.9 million is included in prepaid expenses and other current assets. Sales commission expense is included in Sales and Marketing expense in the accompanying Consolidated Statements of Income. Amortization of sales commissions was $1.1 million and ~~$13.9~~$0.7 million for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016,~~2020, respectively.

~~The Company measures its~~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 its characteristics. This hierarchy prioritizes the inputs into three broad levels as follows:

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 ~~September 30, 2017, the Company’s~~March 31, 2021, our cash and cash equivalents were $186.0 million and $11.2 million, respectively. We had neither short-term investments ~~balances were $98.0 million, $26.8 million, and $4.9 million, respectively. The Company currently has no~~nor long-term ~~investments.~~investments at March 31, 2021. Cash equivalents consist of highly liquid money market ~~funds and certificates of deposit. Short-term investments consist of certificates of deposit.~~funds. For money market funds, ~~the Company uses~~we use quoted prices from active markets that are classified at Level 1, ~~as a~~the highest level of observable input in the disclosure hierarchy framework. ~~At September 30, 2017 and December 31, 2016, the Company~~We had $10.5 million and $30.3 million, respectively, in money market funds, which are classified as Level 1 and are included in cash and cash equivalents on the Condensed Consolidated Balance Sheets. The Company has no0 investments classified asat Level 2 or Level 3.3 at March 31, 2021.

We lease our facilities and some of our equipment under noncancelable operating lease arrangements that expire at various dates through 2029. 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 March 31, 2021 (in thousands):

Aggregate future minimum lease payments under noncancelable operating leases as of March 31, 2021 are as follows (in thousands):

The total lease cost for the three months ended March 31, 2021 and 2020 were $2.0 million, consisting of $1.9 million of operating lease costs, and $0.1 million of short-term lease costs for both periods. Our variable lease costs for the three months ended March 31, 2021 and 2020 were immaterial.

~~The Company~~We granted ~~97,458~~324,591 and ~~71,025~~511,633 restricted stock units ~~(“RSUs”)~~(RSUs) during the three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016, respectively, and 458,449 and 420,256 RSUs during the nine months ended September 30, 2017 and 2016,~~2020, respectively. ~~The Company recorded equity-based~~Equity-based compensation expense related to RSUs ~~of $3.8~~was $10.1 million and ~~$3.5~~$7.6 million during the three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016, respectively, and $11.0 million and $11.7 million during the nine months ended September 30, 2017 and 2016,~~2020, respectively.

AWe present below a summary of changes ~~in unvested shares/units for~~during the ~~nine~~three months ended ~~September 30, 2017 is as follows:~~March 31, 2021 in our unvested units of restricted stock:

~~The Company’s~~Our effective tax rate was ~~36.5%~~9.9% and ~~37.7%~~12.0% for the three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016, respectively, and 35.2% and 37.3% for the nine months ended September 30, 2017 and 2016,~~2020, respectively. The decrease in the effective tax rate for the ~~nine~~three months ended ~~September 30, 2017 was primarily~~March 31, 2021 is due to the implementation of ASU 2016-09, Improvements to Employee Share-Based Payment Accounting on January 1, 2017. The income tax provision for the nine months ended September 30, 2017 includes excess tax benefits of $1.9 million on vesting of restrictedforeign jurisdiction business incentives and change in deductible stock ~~which would have been recorded in additional paid-in-capital under the previous guidance.~~compensation.

~~The Company applies~~We apply the provisions for income taxes related to, among other things, accounting for uncertain tax positions and disclosure requirements in accordance with ~~the~~Accounting Standards Classification (ASC) 740, Income ~~Taxes Topic of FASB ASC 740.~~Taxes. For the three ~~and nine~~ months ended ~~September 30, 2017,~~March 31, 2021, there were no material changes to ~~the Company’s~~our uncertain tax positions. There has been no change to ~~the Company’s~~our policy that recognizes potential interest and penalties related to uncertain tax positions within ~~its~~our global operations in income tax expense.

The Company currently plans to permanently reinvest all of its remaining undistributed foreign earnings. Accordingly, no provision for U.S. federal and state income taxes has been provided thereon. Upon repatriation of those earnings, in the form of dividends or otherwise, the Company would be subject to both U.S. income taxes (subject to adjustment for foreign tax credits) and withholding taxes payable to various foreign countries for such distributions. It is impractical to calculate the tax impact until such repatriation occurs.

~~The Company conducts~~We conduct business globally and, as a result, ~~files~~file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. In the normal course of business, ~~the Company~~Manhattan is subject to examination by taxing authorities throughout the world. ~~The Company is~~We are no longer subject to the U.S. federal, ~~income tax examinations,~~ substantially all state and local income tax examinations and substantially all non-U.S. income tax examinations for years before 2012.

Basic net ~~earnings~~income per share is computed using net income divided by the weighted average number of shares of common stock outstanding (“Weighted Shares”) for ~~each~~the period presented.

Diluted net ~~earnings~~income per share is computed using net income divided by ~~the sum of~~ Weighted Shares and the treasury stock method effect of common equivalent shares (CESs) outstanding for each period ~~presented using~~presented.

~~The~~ following istable, we present a reconciliation of earnings per share and the ~~net income and share amounts~~shares used in the computation of ~~basic and diluted net~~ earnings per ~~common~~ share for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 and ~~2016 (in~~2020(in thousands, except per share data):

	Three Months Ended September 30,				Nine Months Ended September 30,						Three Months Ended March 31,
	2017		2016		2017			2016			2021			2020
	(in thousands, except per share data)				(in thousands, except per share data)						(in thousands, except per share data)

Net income	$	32,599	$	33,496	$	91,967		$	94,317		$	22,643		$	22,530
Earnings per share:
Basic	$	0.47	$	0.47	$	1.33		$	1.31		$	0.36		$	0.35
Effect of CESs		-		-		(0.01	)		(0.01	)		(0.01	)		-
Diluted	$	0.47	$	0.47	$	1.32		$	1.30		$	0.35		$	0.35

Weighted average number of shares:
Basic		68,928		71,403		69,389			71,981			63,645			63,592
Effect of CESs		207		340		225			359			821			750
Diluted		69,135		71,743		69,614			72,340			64,466			64,342

The number of anti-dilutive CESs during ~~2017~~the three months ended March 31, 2021 and ~~2016~~2020 was immaterial.

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

~~The Company manages its~~We manage our business by geographic ~~segment. The Company has three~~region and have 3 geographic reportable segments: North ~~America~~ and Latin America (the “Americas”); Europe, the Middle East and Africa (EMEA); and Asia Pacific (APAC). All segments derive revenue from the sale and implementation of ~~the Company’s~~our supply chain commerce 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 commerce. ~~The Company uses~~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 software licenses and cloud subscriptions sold by those reportable segments. The royalties, which totaled approximately ~~$1.0~~$1.6 million and ~~$0.9~~$0.7 million for the three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016,~~2020, respectively, ~~and approximately $5.4 million and $2.1 million for the nine months ended September 30, 2017 and 2016, respectively,~~ are included in ~~cost~~costs of revenue for each segment with a corresponding reduction in the Americas segment’s cost of revenue. The revenues represented below are from external customers only. The ~~geographical-based~~geography-based costs consist of costs offor professional services personnel, direct sales and marketing expenses, ~~cost of~~ infrastructure costs to support the ~~employees~~employee and customer base, billing and financial systems, management and general and administrative support. ~~There are certain~~Certain corporate expenses included in the Americas segment ~~that~~ are not charged to the other ~~segments, including~~segments. 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. ~~Included~~Costs in the Americas ~~segment’s costs are~~segment include all research and development costs, including the costs associated with our operations in India.

~~The following table presents~~segment reporting topic of the ~~revenues, expenses and operating income~~FASB Accounting Standards Codification, we present below certain financial information by reportable segmentfor the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 and ~~2016 (in thousands):~~

Three Months Ended September 30,

2017

2016

Americas

EMEA

APAC

Consolidated

Americas

EMEA

APAC

Consolidated

Revenue:

Software license

$
14,741

$
2,158

$
1,895

$
18,794

$
18,050

$
1,843

$
1,740

$
21,633

Services

92,517

15,615

7,423

115,555

101,344

12,787

5,136

119,267

Hardware and other

17,575

680

279

18,534

10,705

448

160

11,313

Total revenue

124,833

18,453

9,597

152,883

130,099

15,078

7,036

152,213

Costs and Expenses:

Cost of revenue

50,777

8,493

3,802

63,072

51,207

7,169

3,302

61,678

Operating expenses

32,746

2,701

1,070

36,517

30,538

2,957

1,122

34,617

Depreciation and amortization

2,092

131

52

2,275

2,141

130

63

2,334

Restructuring charge

(77
)

-

-

(77
)

-

-

-

-

Total costs and expenses

85,538

11,325

4,924

101,787

83,886

10,256

4,487

98,629

Operating income

$
39,295

$
7,128

$
4,673

$
51,096

$
46,213

$
4,822

$
2,549

$
53,584

Nine Months Ended September 30,

2017

2016

Americas

EMEA

APAC

Consolidated

Americas

EMEA

APAC

Consolidated

Revenue:

Software license

$
42,110

$
17,232

$
4,667

$
64,009

$
54,343

$
4,815

$
3,713

$
62,871

Services

276,576

44,927

19,713

341,216

298,715

42,656

13,992

355,363

Hardware and other

42,920

1,682

686

45,288

36,866

1,478

387

38,731

Total revenue

361,606

63,841

25,066

450,513

389,924

48,949

18,092

456,965

Costs and Expenses:

Cost of revenue

149,112

26,715

11,179

187,006

156,391

23,241

9,376

189,008

Operating expenses

99,625

8,743

3,256

111,624

99,535

9,189

3,476

112,200

Depreciation and amortization

6,313

392

158

6,863

6,205

404

197

6,806

Restructuring charge

2,831

114

-

2,945

-

-

-

-

Total costs and expenses

257,881

35,964

14,593

308,438

262,131

32,834

13,049

308,014

Operating income

$
103,725

$
27,877

$
10,473

$
142,075

$
127,793

$
16,115

$
5,043

$
148,951

~~License revenues related to the Company’s warehouse and non-warehouse product groups for the three and nine months ended September 30, 2017 and 2016 are as follows~~2020 (in thousands):

The Company’s services revenues, which consist of fees generated from professional services and customer support and software enhancements related to its software products, for the three and nine months ended September 30, 2017 and 2016 are as follows (in thousands):

9.	~~Restructuring Charge~~

	Three Months Ended March 31,
	2021								2020
	Americas		EMEA		APAC		Consolidated		Americas		EMEA		APAC		Consolidated
Revenue:
Cloud subscriptions	$	22,489	$	3,578	$	576	$	26,643	$	15,243	$	1,488	$	529	$	17,260
Software license		4,160		3,152		526		7,838		8,450		1,024		261		9,735
Maintenance		28,236		5,562		2,361		36,159		28,460		5,171		2,113		35,744
Services		62,180		16,039		2,140		80,359		67,249		16,619		3,538		87,406
Hardware		5,748		103		-		5,851		3,744		11		3		3,758
Total revenue		122,813		28,434		5,603		156,850		123,146		24,313		6,444		153,903

Costs and Expenses:
Cost of revenue		55,307		15,424		3,334		74,065		57,347		14,024		3,460		74,831
Operating expenses		49,505		4,434		1,286		55,225		47,428		3,770		1,332		52,530
Depreciation and amortization		1,885		202		48		2,135		2,089		206		51		2,346
Total costs and expenses		106,697		20,060		4,668		131,425		106,864		18,000		4,843		129,707
Operating income	$	16,116	$	8,374	$	935	$	25,425	$	16,282	$	6,313	$	1,601	$	24,196

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 ($1.9 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 accrual~~majority of our software license revenue relates to our warehouse management product group (over 80%) for the ~~nine~~three months ended ~~September 30, 2017:~~March 31, 2021. Cloud subscriptions revenue primarily relates to our Manhattan Active omnichannel, warehouse management solutions, and transportation management solutions for the three months ended March 31, 2021.

~~The balance at September 30, 2017 is included in “Accrued compensation~~At March 31, 2021, total assets for the Americas, EMEA and ~~benefits” in the Company’s Condensed Consolidated Balance Sheets. The remaining balance is expected to be paid by the end of 2017.~~APAC segments were $390.0 million, $55.6 million and $12.9 million, respectively.

The following discussion should be read in conjunction with the condensed consolidated financial statements for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 and ~~2016,~~2020, including the notes to those statements, included elsewhere in this quarterly report. We also recommend the following discussion be read in conjunction with management’s discussion and analysis and consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, ~~2016.~~2020. Statements in the following discussion that are not statements of historical fact are “forward-looking statements.” Actual results may differ materially from the results predicted in such forward-looking statements, for a variety of factors. See “Forward-Looking Statements” below.

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~~wholly owned and consolidated subsidiaries.

We develop, sell, deploy, service and maintain software solutions designed to manage supply chains, inventory and ~~omni-channel~~omnichannel operations for retailers, wholesalers, manufacturers, logistics providers and other organizations. Our customers include many of the world’s most premier and ~~most~~ 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 Q2 2017, we accelerated our transition to the Cloud with the release of our Manhattan Active™ Solutions.~~

In the three ~~and nine~~ months ended ~~September 30, 2017,~~March 31, 2021, we generated ~~$152.9 million and $450.5~~$156.9 million in total ~~revenue, respectively, with a~~revenue. The revenue mix ~~of: license revenue 12%; services revenue 76%; and hardware and other revenue 12%~~ for the three months ended ~~September 30, 2017, and~~March 31, 2021 was: cloud subscriptions 17%; software license ~~revenue 14%~~5%; maintenance 23%; services ~~revenue 76%~~51%; and hardware ~~and other revenue 10% for the nine months ended September 30, 2017.~~4%.

~~The Company has~~We have three geographic reportable segments: North ~~America~~ and Latin America (the “Americas”), Europe, the Middle East and Africa (EMEA), and Asia-Pacific (APAC). Geographic revenue is based on the location of the sale. Our international revenue was approximately ~~$41.6 million and $125.1~~$47.9 million for the three ~~and nine~~ months ended ~~September 30, 2017, respectively,~~March 31, 2021, which represents approximately ~~27% and 28%~~31% of our total revenue for the three ~~and nine~~ months ended ~~September 30, 2017,~~March 31, 2021, respectively. International revenue includes all revenue derived from sales to customers outside the United States. At ~~September 30, 2017,~~March 31, 2021, we employed approximately ~~2,830~~3,500 employees ~~worldwide, of which 1,350 employees are based in the Americas, 210 in EMEA, and 1,270 in APAC (including India).~~worldwide. 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.

Regarding the impact of the novel coronavirus disease (“COVID-19”) pandemic, we remain cautious about the global recovery, which we expect to be slow and protracted. We experienced solid demand for our cloud solutions during the first quarter of 2021. Our solutions 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 investing in organic innovation to deliver leading cloud supply 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 in the quarter.

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. As previously announced, we have reversed the temporary actions that we had previously taken, effective on April 1, 2020, to manage operating expenses and cash flow due to the COVID-19 pandemic, and our Board of Directors has reinstated our share repurchase program.

We have taken steps to best ensure the health and safety of our employees globally. Our daily execution has evolved into a largely virtual model, and we continue to find innovative ways to engage with customers and prospects, ensuring that they are supported as they navigate their way through this period.

We continue to monitor and aggressively manage operating expenses globally. We also will continue to actively monitor the COVID-19 pandemic and will take further actions to modify our business operations as may be required by federal, state or local authorities or that we determine are in the best interests of our employees, customers, and partners.

Going forward, we are investing significantly in our transition to a cloud business, including enterprise investments in innovation, and strategic operating expenses to support growth objectives. Our pace of investment and timing combined with global macroeconomic conditions and disruptions related to COVID-19 as a whole, have impacted and may continue to impact revenue and earnings growth, based on timing of recovery. The pace at which the market for our products transitions from perpetual license to cloud subscriptions, resulting in revenue recognition spread out over the subscription period rather than up front, combined with extended lead times for developing new business, can cause uncertainty for our future expectations, impacting our ability to accurately forecast bookings and revenues from quarter to quarter and over the longer term.

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 subscriptions. 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. As part of our subscription program, we allow our existing customers to convert their maintenance contracts to cloud subscription contracts. Some customers have converted their maintenance contracts to cloud subscriptions, and we expect there will be continued opportunities to convert existing maintenance contracts to cloud subscription contracts in the future.

With the launch of Manhattan Active™ Solutions, in year 4 of our cloud transition, demand for our cloud solutions is the dominant preference of customers. Our perpetual license solutions are rapidly attritting due to market demand for Cloud with 90% of our pipeline representing cloud. Cloud is our fastest growing revenue line and represents 77% of total software revenue in the first quarter of 2021. We believe the reduction in License and maintenance revenue in favor of our Cloud based offerings is positive for our customers and Manhattan Associates.

Global macro-economic trends, technology spending, and supply chain management market growth are important barometers for our business. In the three ~~and nine~~ months ended ~~September 30, 2017,~~March 31, 2021, approximately ~~73% and 72%, respectively~~70% of our total revenue was generated in the United States, ~~8% and 13%, respectively,~~18% 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 75% of every supply chain software solutions dollar invested is spent in ~~the United States~~North America and Western Europe; consequently, the health of the U.S. and the Western European economies ~~has~~have a meaningful impact on our financial results.

We sell technology-based solutions with total pricing, including software and services, in many cases exceeding $1.0 million. Our software 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 the~~mission critical nature of our software, combined with a challenging global macro environment including the COVID-19 pandemic and geopolitical uncertainty, the current sales cycles for large cloud subscriptions and, to a lesser degree, license ~~deals~~sales of $1.0 million or greater in our target markets ~~have been~~could be extended. ~~The~~While cloud demand for our solutions is solid, the current business climate within the United States and ~~the other~~ geographic regions in which we operate ~~continues to~~may 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.

During 2016 and continuing into 2017, the overall trend has been steady for our large license deals, with recognized license revenue of $1.0 million or greater on eighteen new contracts during 2016 as well as twelve new contracts in the nine months ended September 30, 2017. While we are encouraged by our results, we, along with many of our customers, still remain cautious regarding the pace of global economic ~~recovery.~~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~~decisions.

Cloud Subscriptions and Software License Revenue. Cloud subscriptions revenue and remaining performance obligation growth are the ~~timing of large enterprise software license deals.~~

~~License revenue.~~ ~~License revenue, a~~ leading ~~indicator~~indicators of our business isperformance, primarily derived from ~~licensing, hosting of software and SaaS arrangements~~cloud subscription fees that customers pay for supply chain ~~commerce~~ solutions. ~~License~~Since we announced our transition to becoming a cloud-first company in 2017 with our launch of Manhattan Active 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 ~~totaled $18.8 million, or 12%~~represented 7% and 93%, respectively, of our total cloud and software license revenue ~~with gross margins~~mix. In the full year ended 2021, we estimate cloud subscriptions and software license revenue to be 80% and 20%, respectively, of ~~84.9% for~~our total cloud and software license revenue mix. In the three months ended ~~September 30, 2017,~~March 31, 2021, cloud subscriptions revenue represented 77% of the total cloud and ~~$64.0~~software license revenue mix. Going forward, we expect cloud revenue to increase as a percentage of total software and cloud revenue mix as market demand for cloud solutions is supplanting legacy perpetual license demand.

In the three months ended March 31, 2021, cloud subscriptions revenue totaled $26.6 million or ~~14%~~17% of total revenues.

The Americas, EMEA and APAC segments recognized $22.5 million, $3.6 million, and $0.5 million in cloud subscriptions revenue, ~~with gross margin of 88.4% for~~respectively, in the ~~nine~~three months ended ~~September 30, 2017. For~~March 31, 2021. Cloud subscriptions revenue is recognized ratably over the term of the agreement, typically 36 to 60 months. In the three ~~and nine~~ months ended ~~September 30, 2017,~~March 31, 2021, the percentage mix of new to existing customers for the combination of software license and cloud subscriptions sales was approximately ~~20/80~~25/75, respectively.

In the three months ended March 31, 2021, software license revenue totaled $7.8 million, or 5% of total revenue. Software license revenue recognized by the Americas, EMEA, and ~~40/60, respectively.~~APAC segments totaled $4.2 million, $3.1 million, and$0.5 million, respectively, in the three months ended March 31, 2021.

~~License~~Cloud subscriptions and software license revenue growth isare influenced by the strength of general economic and business conditions and the competitive position of our software products. ~~Our license revenue~~These revenues generally ~~has~~have long sales ~~cycles and~~cycles. In addition, the timing of the closing of a few large software license transactions can have a material impact on our ~~quarterly~~software license revenues, operating profit, operating margins and earnings per share. For example, ~~$1.1~~$0.7 million of ~~license revenue~~either pre-tax profit or expense in the ~~third~~first quarter of ~~2017~~2021 equates to approximately one cent of diluted earnings per share impact.

Our software solutions are focused on core supply chain commerce operations (Warehouse Management, Transportation Management and Labor Management), Inventory optimization and ~~Omni-channel~~Omnichannel operations (e-commerce, retail store operations and point of sale), 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 cloud subscriptions and software 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~~solutions offerings by internally developing, or by acquiring or partnering with independent developers of supply chain planning and execution software. Increased competition could result in price reductions, fewer customer orders, reduced gross margins, and loss of market share.

~~Services revenue.~~Maintenance Revenue. Our ~~services business consists of professional services (consulting and customer training) and customer support services and software enhancements (CSSE). Services~~maintenance revenue ~~totaled $115.6 million, or 76% of total revenue, with gross margins of 61.3%~~ for the three months ended ~~September 30, 2017, and $341.2~~March 31, 2021 totaled $36.2 million, or ~~76%~~23% of total revenue. The Americas, EMEA and APAC segments recognized $28.2 million, $5.6 million and $2.4 million in maintenance revenue, ~~with gross margins of 58.3% for~~respectively, in the ~~nine~~three months ended ~~September 30, 2017. Professional~~March 31, 2021. 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) 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 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 once we have a contract upon payment from the customer.

Services Revenue. In the three months ended March 31, 2021, our services ~~accounted for approximately 69%~~revenue totaled $80.4 million, or 51% of total revenue. The Americas, EMEA and APAC segments recognized $62.2 million, $16.0 million and $2.2 million in services revenue, respectively, in ~~both~~ the three ~~and nine~~ months ended ~~September 30, 2017. While we believe our services margins are very strong, our consolidated operating margin profile may be lower than those of various other technology companies due~~March 31, 2021. Due to our large services revenue mix as a percentage of total revenue, asour consolidated operating margin profile may be lower than those of our competitors, and while we believe our services margins are ~~inherently lower than license revenue margins.~~strong, they may impact our operating margin profile.

~~At September 30, 2017, our professional services organization totaled approximately 1,810 employees, accounting for 64% 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 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 our cloud subscriptions, software license revenue, and customer upgrade cycles, which are 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.

For CSSE, 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 includes additional or improved functionality and technological advances incorporating emerging supply chain and industry initiatives. Our CSSE revenues totaled $36.3 million and $105.7 million for the three and nine months ended September 30, 2017, respectively, representing approximately 31% of services revenue and 24% of total revenue for both periods. The growth of CSSE revenues is influenced by: (1) new license revenue growth; (2) annual renewal of support contracts; (3) increase in customers; and (4) fluctuations in currency rates. Substantially all of our customers renew their annual support contracts. Over the last three years, our annual revenue renewal rate of customers subscribing to comprehensive support and enhancements has been greater than 90%. CSSE revenue is generally paid in advance and recognized ratably over the term of the agreement, typically twelve months. CSSE renewal revenue is not recognized unless payment is received from the customer.

Hardware ~~and other revenue.~~Revenue. Our hardware ~~and other~~ revenue, which we recognize net of related costs, totaled ~~$18.5~~$5.9 million ~~representing 12% of total revenue with gross margins of 16.4% for~~in the three months ended ~~September 30, 2017, and $45.3 million,~~March 31, 2021 representing ~~10%~~4% of total ~~revenue with gross margin of 17.6% for the nine months ended September 30, 2017.~~revenue. In conjunction with the licensing of our software, and as a convenience for our customers, we resell a variety of hardware products developed and manufactured by third parties. These products include computer hardware, radio frequency terminal networks, RFID chip readers, bar code printers and scanners, and other peripherals. We resell all third-party hardware products 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 ~~discounted~~discount prices. We generally purchase hardware from our vendors only after receiving an order from a customer. As a result, we ~~generally~~ do not maintain hardware inventory.

Other revenue represents amounts associated with reimbursements from customers for out-of-pocket expenses. The total amount of expense reimbursement recorded to hardware and other revenue was $5.0 million and $13.8 million for the three and nine months ended September 30, 2017, respectively.

We continue to invest significantly in research and development (R&D) to provide leading solutions that help global retailers, manufacturers, wholesalers, distributors, ~~retailers,~~ and logistics providers successfully manage accelerating and fluctuating demands as well as the increasing complexity and volatility of their local and global supply chains, retail store operations and point of sale. Our ~~research and development~~R&D expenses were ~~$14.7 million and $43.1~~$24.3 million for the three ~~and nine~~ months ended ~~September 30, 2017, respectively. At September 30, 2017, our R&D organization totaled approximately 690 employees, located in the U.S. and India.~~March 31, 2021.

We expect to continue to focus our R&D resources on the development and enhancement of our core supply chain, inventory optimization, ~~omni-channel~~omnichannel and point of sale software solutions. We offer what we believe to be the broadest ~~solution~~solutions portfolio in the supply chain solutions marketplace, to address all aspects of inventory optimization, transportation management, distribution management, planning, and ~~omni-channel~~omnichannel 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.

For the three ~~and nine~~ months ended ~~September 30, 2017,~~March 31, 2021, we generated cash flow from operating activities of ~~$44.0 million and $116.6 million, respectively.~~$39.9 million. Our cash and cash equivalents at ~~September 30, 2017~~March 31, 2021 totaled ~~$129.7~~$197.2 million, with no debt on our balance sheet. We currently have no credit facilities. Our primary uses of cash ~~continue to be~~have been for funding ~~investment~~investments in R&D and ~~operations~~across our enterprise in transition to becoming a cloud-first company to drive revenue and earnings ~~growth and repurchases of our common stock.~~growth.

WeDuring the three months ended March 31, 2021, we repurchased ~~1,539,208~~214,422 shares of Manhattan Associates’ outstanding common stock for approximately $27.0 million under ~~our~~the share repurchase program ~~during the nine months ended September 30, 2017. In October 2017,~~approved by our Board of ~~Directors confirmed our existing authority to repurchase up to an aggregate of $50.0 million of Manhattan Associates’ outstanding common stock.~~Directors.

For the remainder of ~~2017, we anticipate that~~2021, our priorities for ~~the~~ use of cash will continue to be ~~in continued investment~~investments in product development and ~~growth of~~in our business supporting the ~~business.~~transition to Cloud. We expect to continue to evaluate acquisition opportunities that are complementary to our product footprint and technology direction. We also expect to continue to weigh our share repurchase options against cash for acquisitions and investing in the business. We do not anticipate any borrowing requirements infor the remainder of ~~2017~~2021 for general corporate purposes.

~~The~~In the following table, ~~summarizes~~we present a summary of our consolidated results for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 and ~~2016.~~2020.

	Three Months Ended September 30,				Nine Months Ended September 30,						Three Months Ended March 31,
	2017		2016		2017			2016			2021			2020
	(in thousands, except per share data)									(in thousands, except per share data)

Revenue	$	152,883	$	152,213	$	450,513		$	456,965		$	156,850		$	153,903
Costs and expenses		101,787		98,629		308,438			308,014			131,425			129,707
Operating income		51,096		53,584		142,075			148,951			25,425			24,196
Other income (loss), net		207		210		(232	)		1,384
Other (loss) income, net												(293	)		1,420
Income before income taxes		51,303		53,794		141,843			150,335			25,132			25,616
Net income	$	32,599	$	33,496	$	91,967		$	94,317		$	22,643		$	22,530
Diluted earnings per share	$	0.47	$	0.47	$	1.32		$	1.30		$	0.35		$	0.35
Diluted weighted average number of shares		69,135		71,743		69,614			72,340			64,466			64,342

~~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-based~~geography-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 ~~are~~we do not ~~charged~~charge to the other segments, including ~~research and development,~~R&D, certain marketing and general and administrative costs that support the global organization, and the amortization of acquired developed technology. Included in the Americas ~~segment~~ costs are all ~~research and development~~R&D costs, including the costs associated with ~~the Company’s India operations.~~our operations in India. During the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 and ~~2016,~~2020, we derived the majority of our revenues from sales to customers within our Americas segment. ~~The~~In the following table, ~~summarizes~~we present a summary of revenue and operating ~~profit~~income by segment:

	Three Months Ended September 30,							Nine Months Ended September 30,							Three Months Ended March 31,
	2017		2016		% Change vs. Prior Year			2017		2016		% Change vs. Prior Year			2021		2020		% Change vs. Prior Year
Revenue:	(in thousands)							(in thousands)							(in thousands)
Cloud subscriptions
Americas																22,489		15,243		48	%
EMEA																3,578		1,488		140	%
APAC																576		529		9	%
Total cloud subscriptions																26,643		17,260		54	%

Software license
Americas	$	14,741	$	18,050		-18	%	$	42,110	$	54,343		-23	%		4,160		8,450		-51	%
EMEA		2,158		1,843		17	%		17,232		4,815		258	%		3,152		1,024		208	%
APAC		1,895		1,740		9	%		4,667		3,713		26	%		526		261		102	%
Total software license		18,794		21,633		-13	%		64,009		62,871		2	%		7,838		9,735		-19	%

Maintenance
Americas																28,236		28,460		-1	%
EMEA																5,562		5,171		8	%
APAC																2,361		2,113		12	%
Total maintenance																36,159		35,744		1	%

Services
Americas		92,517		101,344		-9	%		276,576		298,715		-7	%		62,180		67,249		-8	%
EMEA		15,615		12,787		22	%		44,927		42,656		5	%		16,039		16,619		-3	%
APAC		7,423		5,136		45	%		19,713		13,992		41	%		2,140		3,538		-40	%
Total services		115,555		119,267		-3	%		341,216		355,363		-4	%		80,359		87,406		-8	%

Hardware and Other
Hardware
Americas		17,575		10,705		64	%		42,920		36,866		16	%		5,748		3,744		54	%
EMEA		680		448		52	%		1,682		1,478		14	%		103		11		836	%
APAC		279		160		74	%		686		387		77	%		-		3		-100	%
Total hardware and other		18,534		11,313		64	%		45,288		38,731		17	%		5,851		3,758		56	%

Total Revenue
Americas		124,833		130,099		-4	%		361,606		389,924		-7	%		122,813		123,146		0	%
EMEA		18,453		15,078		22	%		63,841		48,949		30	%		28,434		24,313		17	%
APAC		9,597		7,036		36	%		25,066		18,092		39	%		5,603		6,444		-13	%
Total revenue	$	152,883	$	152,213		0	%	$	450,513	$	456,965		-1	%	$	156,850	$	153,903		2	%

Operating income:
Americas	$	39,295	$	46,213		-15	%	$	103,725	$	127,793		-19	%		16,116		16,282		-1	%
EMEA		7,128		4,822		48	%		27,877		16,115		73	%		8,374		6,313		33	%
APAC		4,673		2,549		83	%		10,473		5,043		108	%		935		1,601		-42	%
Total operating income	$	51,096	$	53,584		-5	%	$	142,075	$	148,951		-5	%	$	25,425	$	24,196		5	%

~~The~~Below we discuss our consolidated results of ~~our~~ operations for the ~~third~~first quarters of ~~2017~~2021 and ~~2016 are discussed below.~~2020.

	Three Months Ended September 30,													Three Months Ended March 31,
					% Change vs.			% of Total Revenue										% Change vs.			% of Total Revenue
	2017		2016		Prior Year			2017			2016			2021		2020		Prior Year			2021			2020
	(in thousands)													(in thousands)

Cloud subscriptions														$	26,643	$	17,260		54	%		17	%		11	%
Software license	$	18,794	$	21,633		-13	%		12	%		14	%		7,838		9,735		-19	%		5	%		6	%
Maintenance															36,159		35,744		1	%		23	%		23	%
Services		115,555		119,267		-3	%		76	%		79	%		80,359		87,406		-8	%		51	%		57	%
Hardware and other		18,534		11,313		64	%		12	%		7	%
Hardware															5,851		3,758		56	%		4	%		3	%
Total revenue	$	152,883	$	152,213		0	%		100	%		100	%	$	156,850	$	153,903		2	%		100	%		100	%

~~Our revenue consists of fees generated from~~Cloud Subscriptions Revenue. In 2017, we released Manhattan Active™ Solutions accelerating our business transition to cloud subscriptions. In the licensing, hosting of software and SaaS arrangements; fees from professional services, customer support services and software enhancements; hardware sales of complementary equipment; and other revenue representing amounts associated with reimbursements from customers for out-of-pocket expenses.

~~License revenue.~~ ~~License revenue decreased $2.8 million, or 13%, in the third~~first quarter of ~~2017~~2021, cloud subscriptions revenue increased $9.4 million compared to the same quarter in the prior year, ~~influenced by~~as customers’ demand for our ~~Manhattan Active~~^TM ~~Solutions transition to Cloud as~~SaaS offerings is outpacing traditional perpetual license ~~deals converted~~solutions. Our customers increasingly prefer cloud-based solutions, including existing customers that are migrating from on-premise to cloud-based offerings. Cloud ~~deals based on customer demand. Our~~subscriptions revenue for the Americas, EMEA and APAC segments increased $7.2 million, $2.1 million and $0.1 million in the first quarter of 2021, respectively.

Software License Revenue. Software license revenue ~~performance depends on the number and relative value of large deals and perpetual versus cloud mix we close~~decreased $1.9 million in the ~~period. We recognized~~first quarter of 2021 compared to the same quarter in the prioryear as customers began to purchase our SaaS offerings rather than a traditional perpetual license.License revenue for the Americas decreased $4.3 million in the first quarter of 2021, while license revenue ~~of $1.0~~for the EMEA and APAC segments increased $2.1 million ~~or greater on four new separate contracts in the third quarter of 2017.~~ and $0.3 million, respectively.

The perpetual license sales percentage mix across our product suite in the ~~third~~first quarter ended ~~September 30, 2017~~March 31, 2021 was ~~approximately 60%~~over 80% warehouse management ~~solutions and 40% non-warehouse management~~ solutions.

~~Services revenue.~~ ~~Services~~Maintenance Revenue. Maintenance revenue ~~decreased $3.7~~increased $0.4 million ~~or 3%,~~ in the ~~third~~first quarter of ~~2017~~2021 compared to the same quarter in the prior year. Maintenance revenue for the Americas segment decreased $0.2 million in the first quarter of 2021 compared to the same quarter in the prior year, ~~due~~while the EMEA and APAC segments increased $0.4 million and $0.2 million, respectively.

Services Revenue. Services revenue decreased $7.0 million in the first quarter of 2021 compared to ~~a $5.6~~the same quarter in the prior year. Services revenue for the Americas, EMEA and APAC segments decreased $5.0 million, ~~decrease~~$0.6 million, and $1.4 million, respectively, compared to the same quarter in ~~professional services revenue, partially offset by a $1.9 million increase in customer support and software enhancements.~~the prior year. The decline in services revenue was primarily due to a reduction in professional services hiring in 2020 and a decrease in billed-travel revenue, as a result of the COVID-19 pandemic.

Hardware Revenue. Hardware sales increased $2.1 million in the Americas segment, due to some retail customers delaying project implementations and upgrades, combined with our services teams improving the speed of implementations. Services revenue for the Americas segment decreased $8.8 million, and services revenue for the EMEA and APAC segments increased $2.8 million and $2.3 million, respectively, in the thirdfirst quarter of ~~2017~~2021 compared to the same quarter ~~of 2016.~~

~~Hardware and other.~~ ~~Hardware sales increased by $7.0 million to $13.5 million~~ in the ~~third quarter of 2017 compared to $6.5 million for the third quarter of 2016.~~prior year. The majority of our hardware ~~sales are~~revenue is derived from our Americas segment. Sales of hardware ~~are~~is largely dependent upon customer-specific desires, which fluctuate. Other revenue represents reimbursements for professional service travel expenses that are required to be classified as revenue and are included in hardware and other revenue. Reimbursements by customers for out-of-pocket expenses were approximately $5.0 million and $4.8 million for the quarters ended September 30, 2017 and 2016, respectively.

Cost of ~~license.~~Software License. Cost of software license consists of the costs associated with software reproduction; ~~hosting services;~~ media, packaging and ~~delivery,~~delivery; documentation, and other related costs; and royalties on third-party software sold with or as part of our products. Cost of software license ~~decreased by $0.1 million~~remained flat in the ~~third~~first quarter of ~~2017~~2021 compared towith the same quarter ~~of 2016.~~in the prior year.

Cost of ~~services.~~ ~~Cost~~Cloud Subscriptions, Maintenance and Services. Costs of cloud subscriptions, maintenance and services ~~consists~~consist primarily of salaries and other personnel-related expenses of employees dedicated to cloud subscriptions; maintenance services; and professional and technical services ~~and customer support services.~~as well as hosting fees. The ~~$4.7~~$0.8 million ~~or 9%,~~ decrease ~~in cost of services~~ in the quarter ended ~~September 30, 2017~~March 31, 2021 compared to the same quarter in the prior year was principally due to a ~~$3.1~~$4.1 million decrease in ~~compensation and other-personnel related expenses~~travel expense, and a ~~$1.4~~$1.2 million decrease in computer infrastructure costs, offset by a $4.0 million increase in performance-based ~~compensation.~~

~~Cost of hardware~~compensation expense, and ~~other.~~ Cost of hardware and other increased by $6.2 million to $15.5 million in the third quarter of 2017 compared to $9.3 million in the same quarter of 2016. Cost of hardware and other includes professional services billed travel expenses reimbursed by customers of approximately $4.8 million and $4.7 million for the quarters ended September 30, 2017 and 2016, respectively.

~~Research and development.~~ Research and development expenses primarily consist of salaries and other personnel-related costs for personnel involved in our research and development activities. Research and development expenses for the quarter ended September 30, 2017 increased by $1.4 million, or 10%, as compared to the same quarter of 2016 principally due to a ~~$1.1~~$0.9 million increase in compensation and ~~other-personnel related expenses resulting from increased headcount to support R&D activities.~~other personnel-related expenses.

Research and Development.Our principal R&D activities have focused on the expansion and integration of new products and releases, including cloud-based solutions, while expanding the product footprint of our software solution suites in Supply Chain, Inventory Optimization, Omnichannel and ~~Omni-Channel operations, including point-of-sale and tablet retailing.~~point-of-sale.

For each of the quarters ended ~~September 30, 2017~~March 31, 2021 and ~~2016,~~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.

R&D expenses primarily consist of salaries and other personnel-related costs for personnel involved in our R&D activities. R&D expenses for the quarter ended March 31, 2021 increased by $0.9 million, compared to the same quarter of 2020 principally due to a $1.4 million increase in performance-based compensation expense, offset by a $0.6 million decrease in compensation and other personnel-related expenses.

Sales and ~~marketing.~~Marketing. Sales and marketing expenses include salaries, commissions, travel and other personnel-related costs and the costs of our marketing and alliance programs and related activities. Sales and marketing expenses ~~for~~remained relatively flat in the quarter ended ~~September 30, 2017 increased by $0.7 million~~March 31, 2021 compared to the same quarter in the prior ~~year, primarily due to increased commissions expense.~~year.

General and ~~administrative.~~ ~~General and administrative~~Administrative (G&A). G&A 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~~G&A expenses ~~decreased by $0.2~~increased $1.5 million ~~or 2%~~, in the current year quarter compared to the same quarter in the prior ~~year.~~year, primarily due to a $0.9 million increase in compensation and other personnel related expenses, and a $0.8 million increase performance-based compensation expense.

Depreciation and ~~amortization.~~Amortization. Depreciation and amortization of intangibles and software expense for ~~both~~ the ~~third~~first quarter of ~~2017~~2021 and ~~2016~~2020 was ~~$2.2 million.~~$2.1 million and $2.3 million, respectively. Amortization of acquisitions expense ~~associated with acquisitions~~ for the ~~three months ended September 30, 2017 and 2016 was immaterial.~~

~~Restructuring Charge.~~ ~~In connection with our restructuring initiatives, we recorded immaterial adjustments to our previous estimates recorded in the second~~first quarter of ~~2017.~~2021 and 2020 was immaterial.

Operating income ~~for~~in the ~~third~~first quarter of ~~2017~~2021 was ~~$51.1~~$25.4 million compared to ~~$53.6~~$24.2 million in the first quarter of 2020. Operating margin was 16.2% for the ~~third~~first quarter of ~~2016. Operating margins were 33.4% for the third quarter of 2017~~2021 versus ~~35.2%~~15.7% for the same quarter in the prior year. Operating income ~~decreased~~and operating margin increased primarily due to ~~the decline in license~~increased cloud subscriptions revenue and ~~services~~increased hardware revenue.

	Three Months Ended September 30,							Three Months Ended March 31,
	2017		2016		% Change vs.			2021			2020		% Change vs. Prior Year

Other income, net	$	207	$	210		-1	%
Other (loss) income, net								$	(293	)	$	1,420		-121	%
Income tax provision		18,704		20,298		-8	%		2,489			3,086		-19	%

Other (loss) income, net. Other (loss) income, net ~~principally~~primarily includes interest income, foreign currency gains and losses, and other non-operating expenses. Other (loss) income, net ~~remained flat~~decreased $1.7 million in the ~~third~~first quarter of ~~2017~~2021 compared to the same quarter ~~of 2016.~~

~~Income tax provision.~~ ~~Our effective income tax rates were 36.5% and 37.7% for the quarters ended September 30, 2017 and 2016, respectively.~~

~~Summary of the First Nine Month of 2017 Condensed Consolidated Financial Results~~

~~The results of our consolidated operations for the nine months ended September 30, 2017 and 2016 are discussed below.~~

Our revenue consists of fees generated from the licensing, hosting of software and SaaS arrangements; professional services, customer support services and software enhancements; hardware sales of complementary radio frequency and computer equipment; and other revenue representing amounts associated with reimbursements from customers for out-of-pocket expenses.

~~License revenue.~~ License revenue increased $1.1 million, or 2%, in the nine months ended September 30, 2017 over the same period in the prior year. Our license revenue performance depends heavily on the number and relative value of large deals and perpetual versus cloud deals mix we close in the period. We recognized twelve and eleven new separate contracts greater than $1.0 million in the nine months ended September 30, 2017 and 2016, respectively.

~~The license sales percentage mix across our product suite in the nine months ended September 30, 2017 was approximately 65% warehouse management solutions and 35% non-warehouse management solutions.~~

~~Services revenue.~~ ~~Services revenue decreased $14.1 million, or 4%, in the nine months ended September 30, 2017 compared to the same period~~ in the prior year due to a $20.8 million decrease in professional services revenue, partially offset by a $6.7 million increase in customer support and software enhancements. In the nine months ended September 30, 2017 compared to the same period in the prior year, services revenue for the Americas segment decreased $22.1 million, and services revenue for the EMEA and APAC segments increased $2.3 million and $5.7 million, respectively. The decline in services revenue was in the Americas segment, due to some retail customers delaying project implementations and upgrades, combined with our services teams improving the speed of implementations.

~~Hardware and other.~~ Hardware sales increased by $6.6 million, or 27%, to $31.5 million in the nine months ended September 30, 2017 compared to $24.9 million for the same period in the prior year. The majority of hardware sales are derived from our Americas segment. Hardware sales are largely dependent upon customer-specific desires, which fluctuate. Other revenue represents reimbursements for professional service travel expenses that are required to be classified as revenue. Reimbursements by customers for out-of-pocket expenses were approximately $13.8 million and $13.9 million for the nine months ended September 30, 2017 and 2016, respectively.

~~Cost of license.~~ Cost of license consists of the costs associated with software reproduction; hosting services; media, packaging and delivery, documentation, and other related costs; and royalties on third-party software sold with or as part of our products. Cost of license decreased by $1.0 million, or 12%, in the nine months ended September 30, 2017 compared to the same period in the prior year principally due to decreased sales of third-party software.

~~Cost of services.~~ Cost of services consists primarily of salaries and other personnel-related expenses of employees dedicated to professional and technical services and customer support services. The $7.5 million, or 5%, decrease in cost of services in the nine months ended September 30, 2017 compared to the same period in the prior year was principally due to a $3.7 million decrease in performance-based compensation expenses and a $3.4 million decrease in compensation and other personnel-related expense resulting from decreased headcount.

~~Cost of hardware and other.~~ Cost of hardware and other increased by $6.4 million to approximately $37.3 million in the nine months ended September 30, 2017 compared to $30.9 million in the same period of 2016. Cost of hardware and other includes out-of-pocket expenses to be reimbursed by customers of approximately $13.5 million for both the nine months ended September 30, 2017 and 2016.

~~Research and development.~~ Research and development expenses primarily consist of salaries and other personnel-related costs for personnel involved in our research and development activities. Research and development expenses for the nine months ended September 30, 2017 increased by $1.5 million, or 4%, compared to the same period in 2016. The increase was mainly attributable to a $1.7 million increase in compensation and other-personnel-related expenses resulting from increased headcount to support R&D activities, offset by a $0.9 million decrease in performance-based compensation expenses. For each of the nine months ended September 30, 2017 and 2016, we did not capitalize any research and development costs.

~~Sales and marketing.~~ Sales and marketing expenses include salaries, commissions, travel and other personnel-related costs and the costs of our marketing and alliance programs and related activities. Sales and marketing expenses decreased by $0.3 million, or 1%, in the nine months ended September 30, 2017 compared to the same period of the prior year.

~~General and administrative.~~ General and administrative expenses consist primarily of salaries and other personnel-related costs of executive, financial, human resources, information technology, and administrative personnel, as well as facilities, legal, insurance, accounting, and other administrative expenses. General and administrative expenses decreased by $1.8 million, or 5%, during the nine months ended September 30, 2017 compared to the same period in the prior year. The decrease was primarily due to ~~a $0.9 million decrease~~gains or losses on intercompany transactions denominated in ~~compensation and other personnel-related expenses and a $0.7 million decrease in performance-based compensation expenses.~~

~~Depreciation and amortization.~~ Depreciation expense amounted to $6.5 million for both the nine months ended September 30, 2017 and 2016, respectively. Amortization expense for the nine months ended September 30, 2017 and 2016 was immaterial.

~~Restructuring Charge.~~ ~~In May 2017, the Company eliminated about 100 positions~~foreign currencies with subsidiaries due to retail sector headwinds, aligning services capacity with demand. The Company recorded a restructuring charge of approximately $2.9 million pretax ($1.9 million after-tax or $0.03 per fully diluted share) in the nine months ended September 30, 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.

Operating income for the nine months ended September 30, 2017 was $142.1 million compared to $149.0 million for the same period in the prior year. Operating margins were 31.5% for the first nine months of 2017 versus 32.6% for the same period in 2016. Operating income and margin decreased primarily due to decline in revenue and the restructuring charge in the nine months ended September 30, 2017.

~~Other income, net.~~Other income, net principally includes interest income, foreign currency gains and losses, and other non-operating expenses. Other income, net decreased $1.6 million in the nine months ended September 30, 2017 compared to the same period in 2016 primarily related to foreign currency losses resulting from the fluctuation of the U.S. dollar relative to other foreign currencies, ~~principally~~primarily the Indian ~~Rupee~~Rupee. We recorded net foreign currency losses of $0.3 million in the first quarter of 2021, and ~~Great British Pound Sterling.~~

Income tax provision.Our effective income tax ~~rate was 35.2%~~rates were 9.9% and ~~37.3%~~12.0% for the ~~nine months~~quarters ended ~~September 30, 2017~~March 31, 2021 and ~~2016,~~2020, respectively. The decrease in the effective tax rate for the ~~nine~~three months ~~was primarily~~ended March 31, 2021 is due to ~~the implementation of ASU 2016-09, Improvements to Employee Share-Based Payment Accounting~~foreign jurisdiction business incentives and change in ~~2017. The income tax provision for the nine months ended September 30, 2017 includes excess tax benefits of $1.9 million on vesting of restricted~~deductible stock ~~which would have been recorded as additional paid-in-capital under the previous guidance.~~compensation.

InDuring the first ~~nine~~three months of ~~2017,~~2021, we funded our business exclusively through cash ~~flow~~ generated from operations. Our cash and cash equivalents as of ~~September 30, 2017~~March 31, 2021 included ~~$62.1~~$155.9 million held in the U.S. and ~~$67.6~~$41.3 million held by our foreign subsidiaries. We believe that our cash balances in the U.S. are sufficient to fund our U.S. operations. In the future, if we elect to repatriate the unremitted earnings of our foreign subsidiaries, ~~in the form of dividends or otherwise,~~ we would no longer be subject to additional U.S. income taxes ~~which would result in a higher effective tax rate. However, our current intent is~~on such earnings due to ~~indefinitely reinvest these funds outside~~the enactment of the ~~U.S.,~~Tax Cuts and Jobs Act in December 2017, but we ~~do not have a current cash requirement need requiring U.S. repatriation.~~could be subject to additional local withholding taxes.

~~Our~~Cash flow from operating activities ~~generated cash flow of approximately $116.6~~totaled $39.9 million and ~~$101.5~~$11.6 million ~~for~~in the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016, respectively, reflecting strong global cash collections.~~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 the three months ended March 31, 2021 increased $28.3 million compared to the same period in the prior year, which is mainly due to a decrease in employee bonus payments and the timing of cash collections from our customers.

Cash flow used in investing activities totaled $0.6 million and $1.2 million in the three months ended March 31, 2021 and 2020, respectively. Our investing activities for both the three months ended March 31, 2021 and 2020 consisted of capital spending to support company growth.

Financing activities used cash of approximately $8.4 million during the nine months ended September 30, 2017, and generated cash flow of approximately $4.7 million during the nine months ended September 30, 2016. The uses of cash for investing activities for the nine months ended September 30, 2017 were $4.5 million in net purchases of short-term investments and $3.9 million in capital expenditures to support company growth. The primary generation of cash for investing activities for the nine months ended September 30, 2016 was $10.2 million in net maturities of short-term investments, partially offset by $5.5 million in capital expenditures.

~~Our financing activities used cash of approximately $81.7~~$46.4 million and ~~$112.8~~$43.0 million for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016,~~2020, respectively. The use of cash for financing activities for the nine months ended September 30, 2017 was to purchase approximately $81.7 million of our common stock, including $6.7 million in shares withheld for taxes due upon vesting of restricted stock units. The principal use of cash for financing activities ~~for the nine months ended September 30, 2016~~in both periods was to purchase ~~approximately $118.0 million of~~ our common stock, including ~~$9.5 million in~~ shares withheld for taxes ~~due upon vesting~~ of ~~restricted stock units, partially offset by~~$19.4 million and $18.0 million for the three months ended March 31, 2021 and 2020, respectively.

As disclosed in our Annual Report on Form 10-K, our principal commitments consist of obligations under operating leases. As we continue our business transition to a ~~$5.2~~cloud subscription model, we have entered into multiple non-cancellable contracts for cloud infrastructure services. As of March 31, 2021, our cloud infrastructure obligations are approximately $70 million ~~excess tax benefit from equity-based compensation.~~over the next 5 years. We ~~did not have the offset related to the excess tax benefit from equity-based compensation~~also enter into non-cancellable subscriptions in the ~~nine months ended September 30, 2017~~ordinary course of business for internal software to support our operations. Our obligations, as ~~we adopted ASU 2016-09 in~~of March 31, 2021, are approximately $10 million over the ~~period. Under the new guidance, excess tax benefits recognized on share-based compensation expense are classified as an operating activity on the statements~~next 3 years. We expect to fulfill all of ~~cash flows rather than as a financing activity, and we have applied this provision on a prospective basis.~~these commitments from our working capital.

Periodically, opportunities may arise to grow our business through the acquisition of complementary ~~and synergistic companies,~~ products, and technologies. Any material acquisition could result in a decrease to our working capital depending on the amount, timing, and nature of the consideration to be paid. We believe that our existing ~~balances of~~ cash and investments will be sufficient to meet our working capital and capital expenditure needs at least for the next twelve months, although there can be no assurance that this will be the case. InWith the COVID-19 impact, we are focused on preserving liquidity and protecting our headcount capacity to support our customers and grow our business when global economic activity begins to recover. For the remainder of ~~2017,~~2021, we ~~expect~~anticipate that our priorities for ~~the~~ use of cash will be insimilar to prior years, with our first priority being continued investment in product development and ~~growth of the business.~~profitably and growing our business to extend our market leadership. We ~~expect to~~will continue to ~~weigh our share repurchase options against using cash for investing in the business and~~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 infor the remainder of ~~2017~~2021 for general corporate purposes.

In the first ~~nine~~three months of ~~2017,~~2021, there were no significant changes to our critical accounting policies and estimates from those disclosed in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K for the year ended December 31, ~~2016 other than the adoption of ASU 2016-09 related to equity-based compensation.~~2020.

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 quarterly report, 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 quarterly report. Such forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. 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:

There were no material changes to the Quantitative and Qualitative Disclosures about Market Risk previously disclosed in our annual report on Form 10-K for the year ended December 31, ~~2016.~~2020.

We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods specified in the 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 management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures. Based on the evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective to provide reasonable assurance that the objectives of disclosure controls and procedures are met.

During the three months ended ~~September 30, 2017,~~March 31, 2021, 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.

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 in the ordinary course of business. ~~The Company is~~We are not currently a party to any legal proceeding the result of which ~~it believes~~we believe could have a material adverse impact upon ~~its~~our business, financial position, results of operations, or cash flows.

Many of our product installations involve software products that are critical to the operations of our customers’ businesses. Any failure in our products could result in a claim for substantial damages against us, regardless of our responsibility for such failure. Although we attempt to contractually limit our 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 our contracts will be enforceable in all instances.

In addition to the other information set forth in this report, you should carefully consider the risk factors disclosed in Item 1A, “Risk Factors,” of ~~the Company’s~~our annual report on Form 10-K for the year ended December 31, ~~2016, as supplemented in the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2017.~~2020.

~~We did not make any~~The following table provides information regarding common stock ~~repurchases~~purchases under our ~~publicly-announced~~publicly announced repurchase program for the quarter ended ~~September 30, 2017. In October 2017, our Board of Directors confirmed our existing authority to repurchase up to an aggregate of $50.0 million of our outstanding common stock.~~March 31, 2021.

No events occurred during the quarter covered by ~~the~~this report that would require a response to this item.

~~No events occurred during the quarter covered by the report that would require a response to this item.~~None

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Georgia			58-2373424
(State or Other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification No.)
2300 Windy Ridge Parkway, Tenth Floor
Atlanta, Georgia			30339
(Address of Principal Executive Offices)			(Zip Code)

Large accelerated filer	☒		Accelerated filer	☐
Non-accelerated filer	☐	~~(Do not check if a smaller reporting company)~~	Smaller reporting company	☐
Emerging Growth Company	☐

	Financial Information

Item 1.	Financial Statements.

Condensed Consolidated Balance Sheets as of ~~September 30, 2017~~March 31, 2021 (unaudited) and December 31, ~~2016~~2020		3

Condensed Consolidated Statements of Income for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 and ~~2016~~2020 (unaudited)		4

Condensed Consolidated Statements of Comprehensive Income for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 and ~~2016~~2020 (unaudited)		5

Condensed Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016~~2020 (unaudited)		6

Condensed Consolidated Statements of Stockholders’ Equity for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2021 and 2020 (unaudited) ~~and for the twelve months ended December 31, 2016~~		7

Notes to Condensed Consolidated Financial Statements ~~(unaudited)~~(unaudited)		8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	1614

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	2724

Item 4.	Controls and Procedures.	2724

	PART II

	OTHER INFORMATION

Item 1.	Legal Proceedings.	2825

Item 1A.	Risk Factors.	2825

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	2825

Item 3.	Defaults Upon Senior Securities.	2825

Item 4.	Mine Safety Disclosures.	2825

Item 5.	Other Information.	2825

Item 6.	Exhibits.	2826

Signatures.		3127

Year Ending December 31,
2021 (excluding the three months ended March 31, 2021)	$	5,056
2022		6,409
2023		6,563
2024		6,348
2025		5,448
Thereafter		7,953
Total minimum payments required		37,777
Less short-term leases		-
Less imputed interest		(5,421	)
Total operating lease liabilities	$	32,356

Weighted average remaining lease term	5.9 years
Weighted average discount rate		3	%
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	$	1,926


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


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

	Number of shares/units
Outstanding at December 31, ~~2016~~2020		~~1,029,230~~1,462,864
Granted		~~458,449~~324,591
Vested		(~~393,380~~475,841	)
Forfeited		(~~46,353~~11,121	)
Outstanding at ~~September 30, 2017~~March 31, 2021		~~1,047,946~~1,300,493


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
January 1 - January 31, 2021		-	$	-		-		50,000,000
February 1 - February 28, 2021		92,439		131.81		92,439		37,815,955
March 1 - March 31, 2021		121,983		121.36		121,983		23,011,802
Total		214,422				214,422

~~Exhibit 10.1~~	~~Amendment No. 3 to Manhattan Associates, Inc. 2007 Stock Incentive Plan~~

Exhibit 31.1	Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31.2	Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 32*	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 101.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.

Exhibit 101.SCH	Inline XBRL Taxonomy Extension Schema Document

Exhibit 101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document

Exhibit 101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document

Exhibit 101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document

Exhibit 101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document

Exhibit 104	The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, has been formatted in Inline XBRL.

~~Exhibit 10.1~~	~~Amendment No. 3 to Manhattan Associates, Inc. 2007 Stock Incentive Plan~~

~~Exhibit 31.1~~	~~Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002~~

~~Exhibit 31.2~~	~~Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002~~

Exhibit 32*	~~Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002~~

~~Exhibit 101.INS~~	~~XBRL Instance Document~~

~~Exhibit 101.SCH~~	~~XBRL Taxonomy Extension Schema Document~~

~~Exhibit 101.CAL~~	~~XBRL Taxonomy Extension Calculation Linkbase Document~~

~~Exhibit 101.DEF~~	~~XBRL Taxonomy Extension Definition Linkbase Document~~

~~Exhibit 101.LAB~~	~~XBRL Taxonomy Extension Label Linkbase Document~~

~~Exhibit 101.PRE~~	~~XBRL Taxonomy Extension Presentation Linkbase Document~~


Date:	~~October 30, 2017~~April 29, 2021	/s/ Eddie Capel
		Eddie Capel
		President and Chief Executive Officer
		(Principal Executive Officer)

Date:	~~October 30, 2017~~April 29, 2021	/s/ Dennis B. Story
		Dennis B. Story
		Executive Vice President, Chief Financial Officer and Treasurer
		(Principal Financial Officer)