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,~~2021, the latest practicable date, is as follows: ~~68,933,148~~63,281,836 shares of common stock, $0.01 par value per share.

	September 30, 2017			December 31, 2016			September 30, 2021			December 31, 2020
	(unaudited)						(unaudited)
ASSETS
Current Assets:
Current assets:
Cash and cash equivalents	$	124,818		$	95,615		$	246,445		$	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 $3,930 and $3,497, at September 30, 2021 and December 31, 2020, respectively								115,344			109,202
Prepaid expenses and other current assets		11,638			11,118			23,878			20,134
Total current assets		238,368			207,018			385,667			334,041

Property and equipment, net		15,275			17,424			14,272			17,903
Operating lease right-of-use assets								27,602			31,470
Goodwill, net		62,245			62,228			62,242			62,252
Deferred income taxes		2,691			2,867			5,939			5,760
Other assets		7,670			7,603			18,561			13,986
Total assets	$	326,249		$	297,140		$	514,283		$	465,412

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	15,136		$	12,052		$	21,647		$	17,805
Accrued compensation and benefits		17,173			20,700			51,626			41,962
Accrued and other liabilities		12,394			12,510			20,589			21,181
Deferred revenue		70,984			63,457			136,452			114,164
Income taxes payable		6,745			8,924			2,548			1,874
Total current liabilities		122,432			117,643			232,862			196,986

Operating lease liabilities, long-term								23,881			27,843
Other non-current liabilities		9,463			10,131			18,913			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; 63,281,757 and 63,527,186 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively								633			635
Retained earnings		202,717			184,558			257,507			236,524
Accumulated other comprehensive loss		(12,746	)		(15,894	)		(19,513	)		(18,262	)
Total shareholders' equity		194,354			169,366			238,627			218,897
Total liabilities and shareholders' equity	$	326,249		$	297,140		$	514,283		$	465,412

	Three Months Ended September 30,					Nine Months Ended September 30,					Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016		2017			2016		2021			2020			2021			2020
	(unaudited)			(unaudited)		(unaudited)			(unaudited)		(unaudited)			(unaudited)			(unaudited)			(unaudited)
Revenue:
Cloud subscriptions											$	32,196		$	21,064		$	87,434		$	56,827
Software license	$	18,794		$	21,633	$	64,009		$	62,871		8,461			13,233			25,122			28,649
Maintenance												34,479			37,305			108,370			108,947
Services		115,555			119,267		341,216			355,363		88,172			73,470			253,234			232,654
Hardware and other		18,534			11,313		45,288			38,731
Hardware												5,877			4,685			17,989			12,213
Total revenue		152,883			152,213		450,513			456,965		169,185			149,757			492,149			439,290
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												690			527			1,802			1,673
Cost of cloud subscriptions, maintenance and services												70,813			64,672			214,394			201,382
Research and development		14,747			13,389		43,074			41,553		23,372			20,454			70,845			63,713
Sales and marketing		10,739			10,003		34,260			34,606		14,057			11,399			41,203			34,196
General and administrative		11,031			11,225		34,290			36,041		15,928			15,536			50,579			45,666
Depreciation and amortization		2,275			2,334		6,863			6,806		1,917			2,193			6,136			6,796
Restructuring charge		(77	)		-		2,945			-
Total costs and expenses		101,787			98,629		308,438			308,014		126,777			114,781			384,959			353,426
Operating income		51,096			53,584		142,075			148,951		42,408			34,976			107,190			85,864
Other income (loss), net		207			210		(232	)		1,384
Other (loss) income, net												(42	)		(891	)		(29	)		371
Income before income taxes		51,303			53,794		141,843			150,335		42,366			34,085			107,161			86,235
Income tax provision		18,704			20,298		49,876			56,018		5,712			9,119			17,271			19,535
Net income	$	32,599		$	33,496	$	91,967		$	94,317	$	36,654		$	24,966		$	89,890		$	66,700

Basic earnings per share	$	0.47		$	0.47	$	1.33		$	1.31	$	0.58		$	0.39		$	1.42		$	1.05
Diluted earnings per share	$	0.47		$	0.47	$	1.32		$	1.30	$	0.57		$	0.39		$	1.40		$	1.04

Weighted average number of shares:
Basic		68,928			71,403		69,389			71,981		63,363			63,524			63,514			63,541
Diluted		69,135			71,743		69,614			72,340		64,238			64,427			64,339			64,298

	Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,					Nine Months Ended September 30,
	2017		2016		2017		2016			2021			2020		2021			2020
	(unaudited)		(unaudited)		(unaudited)		(unaudited)			(unaudited)			(unaudited)		(unaudited)			(unaudited)
Net income	$	32,599	$	33,496	$	91,967	$	94,317		$	36,654		$	24,966	$	89,890		$	66,700
Foreign currency translation adjustment		376		75		3,148		(1,715	)		(294	)		1,589		(1,251	)		(1,546	)
Comprehensive income	$	32,975	$	33,571	$	95,115	$	92,602		$	36,360		$	26,555	$	88,639		$	65,154

	Nine Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2021			2020
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
Operating activities:
Net income	$	91,967		$	94,317		$	89,890		$	66,700
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		6,863			6,806			6,136			6,796
Equity-based compensation		11,041			11,724			31,333			24,068
Loss on disposal of equipment		34			19			14			15
Tax benefit of stock awards exercised/vested		-			5,166
Excess tax benefits from equity-based compensation		-			(5,170	)
Deferred income taxes		741			(259	)		(213	)		2,409
Unrealized foreign currency loss (gain)		93			(363	)
Unrealized foreign currency (gain) loss								(949	)		415
Changes in operating assets and liabilities:
Accounts receivable, net		5,095			(1,850	)		(7,296	)		(3,799	)
Other assets		(940	)		(1,555	)		(8,328	)		2,331
Accounts payable, accrued and other liabilities		(2,273	)		(14,033	)		13,429			(15,446	)
Income taxes		(2,151	)		6,063			(2,965	)		547
Deferred revenue		6,169			633			24,029			18,832
Net cash provided by operating activities		116,639			101,498			145,080			102,868

Investing activities:
Purchase of property and equipment		(3,897	)		(5,465	)		(2,158	)		(1,928	)
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								(2,158	)		(1,928	)

Financing activities:
Purchase of common stock		(81,700	)		(117,968	)		(100,242	)		(43,523	)
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	)		(100,242	)		(43,523	)

Foreign currency impact on cash		2,648			(1,039	)		(940	)		(1,841	)

Net change in cash and cash equivalents		29,203			(7,585	)		41,740			55,576
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		$	246,445		$	166,254

~~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 September 30, 2021
Balance, June 30, 2021 (unaudited)		63,397,603		$	634		$	-		$	231,035		$	(19,219	)	$	212,450
Repurchase of common stock		(128,043	)		(1	)		(10,573	)		(10,182	)		-			(20,756	)
Restricted stock units issuance		12,197			-			-			-			-			-
Equity-based compensation		-			-			10,573			-			-			10,573
Foreign currency translation adjustment		-			-			-			-			(294	)		(294	)
Net income		-			-			-			36,654			-			36,654
Balance, September 30, 2021 (unaudited)		63,281,757		$	633		$	-		$	257,507		$	(19,513	)	$	238,627

For the Nine Months Ended September 30, 2021
Balance, December 31, 2020 (audited)		63,527,186		$	635		$ -			$	236,524		$	(18,262	)	$	218,897
Repurchase of common stock		(759,057	)		(7	)		(31,328	)		(68,907	)		-			(100,242	)
Restricted stock units issuance		513,628			5			(5	)		-			-			-
Equity-based compensation		-			-			31,333			-			-			31,333
Foreign currency translation adjustment		-			-			-			-			(1,251	)		(1,251	)
Net income		-			-			-			89,890			-			89,890
Balance, September 30, 2021 (unaudited)		63,281,757		$	633		$	-		$	257,507		$	(19,513	)	$	238,627

For the Three Months Ended September 30, 2020
Balance, June 30, 2020 (unaudited)		63,518,968		$	635		$	-		$	173,125		$	(20,982	)	$	152,778
Repurchase of common stock		(3,963	)		-			(9,012	)		8,644			-			(368	)
Restricted stock units issuance		11,101			-			-			-			-			-
Equity-based compensation		-			-			9,012			-			-			9,012
Foreign currency translation adjustment		-			-			-			-			1,589			1,589
Net income		-			-			-			24,966			-			24,966
Balance, September 30, 2020 (unaudited)		63,526,106		$	635		$	-		$	206,735		$	(19,393	)	$	187,977

For the Nine Months Ended September 30, 2020
Balance, December 31, 2019 (audited)		63,456,986		$	635		$	-		$	159,490		$	(17,847	)	$	142,278
Repurchase of common stock		(561,901	)		(6	)		(24,062	)		(19,455	)		-			(43,523	)
Restricted stock units issuance		631,021			6			(6	)		-			-			-
Equity-based compensation		-			-			24,068			-			-			24,068
Foreign currency translation adjustment		-			-			-			-			(1,546	)		(1,546	)
Net income		-			-			-			66,700			-			66,700
Balance, September 30, 2020 (unaudited)		63,526,106		$	635		$	-		$	206,735		$	(19,393	)	$	187,977

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,~~2021, the results of operations for the three and nine months ended September 30, ~~2017~~2021 and ~~2016,~~2020, and cash flows for the nine months ended September 30, ~~2017~~2021 and ~~2016.~~2020. The results for the three and nine months ended September 30, ~~2017~~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~~In December 2019, the ~~three months ended March 31, 2017, we adopted~~Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) ~~2016-09, Compensation – Stock Compensation: Improvements~~2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The new guidance eliminates certain exceptions related to ~~Employee Share-Based Payment Accounting, to improve~~the approach for intraperiod tax allocation, the methodology for calculating taxes during the quarters and the recognition of deferred tax liabilities for outside basis differences. This guidance also simplifies aspects of the accounting for ~~employee share-based payments. Under~~franchise taxes and changes in tax laws or rates, as well as clarifies the ~~new guidance, all excess tax benefits and certain tax deficiencies are recorded as income tax expense or benefit~~accounting for transactions that result in a step-up 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~~basis 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 ofgoodwill. On January 1, ~~2017.~~

In May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation: Scope of Modification Accounting to clarify when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. Entities should apply the modification accounting guidance if the fair value, vesting conditions or classification of the award changes. The new guidance is effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017 on a prospective basis to an award modified on or after the adoption date. Early adoption is permitted. We early2021, we adopted this guidance, ~~during the three months ended June 2017,~~ and the adoption did not have a material impact on our financial statements.

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

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

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows – Classification of Certain Cash Receipts and Cash Payments (Topic 230) that clarifies how entities should classify certain cash receipts and cash payments on the statement of cash

flows. Prior to the issuance, there were certain issues where diversity in practice in how certain cash receipts and cash payments were presented and classified in the statement of cash flows. This guidance addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. For public companies, the guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. We early adopted this guidance during the three months ended June 30, 2017, and the adoption did not impact our financial statements.

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~~cloud subscriptions, 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, 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,~~usage-based taxes from revenue.

Cloud subscriptions includes software as a service (SaaS) and arrangements which ~~consists of reimbursements of out-of-pocket expenses incurred in connection~~provide customers with the right to use our ~~professional services (collectively included in “Hardware~~software within a cloud-based environment that we provide and ~~other” revenue in~~manage where the ~~Condensed Consolidated Statements of Income). Revenue generated from our hosting and SaaS arrangements represented approximately 10% of total software license revenue for~~customer does not have the ~~nine months ended September 30, 2017. All revenue is recognized net of any related sales taxes.~~

~~The Company recognizes license revenue when the following criteria are met: (1) a signed contract is obtained covering all elements~~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 licenses are delivered. If~~hosting services, so that the ~~Company cannot objectively determine~~customer’s option to renew the ~~fair value of each undelivered element based on~~hosting services is a material right, the ~~VSOE of fair value,~~revenue from which, if the Company defers revenue recognition until all elements are delivered, all services have been performed, or until fair value can be objectively determined. The Company must apply judgment in determining all elements ofoption is exercised, we will recognize over 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~~period.

Our perpetual software ~~functionality deliverables,~~licenses provide the ~~Company accounts~~customer with a right to use the software as it exists at the time of purchase. We recognize revenue for ~~these deliverables as a separate element of~~distinct software licenses once the ~~arrangement. Because~~license period has begun and we have made 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 deliveredsoftware available to the customer.

~~Payment terms for the Company’s~~Our perpetual software licenses ~~vary. Each contract is evaluated individually to determine whether the fees in the contract~~ are ~~fixed~~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 ~~determinable~~improved functionality 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,technological advances incorporating emerging supply chain 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 services revenue consists of fees generated from professional services and customer support and software enhancements related to the Company’s software products. Professional services include system planning, design, configuration, testing, and other software implementation support, and are not typically essential to the functionality of the software. Fees from professional services performed by the Company are separately priced and are generally billed on an hourly basis, and revenue is recognized as the services are performed. In certain situations, professional services are rendered under agreements in which billings are limited to contractual maximums or based upon a fixed fee for portions of or all of the engagement.industry initiatives. Revenue related to fixed-fee-based contracts is recognized on a proportional performance basis based on the hours incurred on discrete projects within an overall services arrangement. The Company has determined that output measures, or services delivered, approximate the input measures associated with fixed-fee services arrangements. Project losses are provided for in their entirety in the period in which they become known. Revenue related to customer support services and software enhancementsmaintenance is generally paid in advance and recognized ratably over the term of the agreement, typically twelve months.

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

As part of a ~~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. Judgment 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.

Cloud subscriptions and maintenance are typically billed annually in advance. Timing of invoicing to customers may differ from timing of revenue recognition. Payment terms for our software licenses vary. We have an established history of collecting under the terms of our software license contracts without providing refunds or concessions to our customers. Services are typically billed monthly as performed. In instances where the timing of revenue recognition differs from the ~~Company’s vendors only after receiving~~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 cloud subscriptions, maintenance, and professional services. In the three and nine months ended September 30, 2021, we recognized $17.0 million and $99.5 millionof revenue that was included in the deferred revenue balance as of December 31, 2020. In the three months ended September 30, 2021, we recognized $54.2 million of revenue that was included in the deferred revenue balance as of June 30, 2021.

NaN revenue was recognized during the three and nine months ended September 30, 2021 from performance obligations that were satisfied in prior periods.

As of September 30, 2021, approximately $573.7 million of revenue is expected to be recognized from remaining performance obligations for cloud subscriptions, maintenance contracts, and application managed services with a 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 cost of returns and product warranty claims.

We record an ~~order from~~allowance for doubtful accounts based on historical experience of write-offs and a detailed assessment of accounts receivable. Additions to the allowance for credit losses generally represent a sales allowance on services revenue, which are recorded to operations as a reduction to services revenue. The total amount charged to operations was immaterial for both the three months ended September 30, 2021 and 2020, and $2.1 million and $2.7 million for the nine months ended September 30, 2021 and 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 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. ~~As a result,~~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 ~~Company generally does not maintain hardware inventory.~~

~~In accordance with~~practical expedient to expense sales commissions when 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 expenses as revenue. Such amountsamortization period would have been one year or less. Deferred commissions were $21.0 million as of September 30, 2021, of which $15.3 million is included in ~~“Hardware~~other assets and ~~other” revenue~~$5.7 million is included in prepaid expenses and other current assets. Sales commission expense is included in Sales and Marketing expense in the ~~Condensed~~accompanying Consolidated Statements of Income. ~~The total amount~~Amortization of ~~expense reimbursement recorded to revenue~~sales commissions was ~~$5.0~~$1.4 million and ~~$4.8~~$0.8 million for the three months ended September 30, ~~2017~~2021 and ~~2016,~~2020, respectively, and ~~$13.8~~$3.7 million and ~~$13.9~~$2.2 million for the nine months ended September 30, ~~2017~~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~~2021, our cash and cash equivalents were $232.9 million and $13.5 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 September 30, 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 September 30, 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 September 30, 2021 (in thousands):

Aggregate future minimum lease payments under noncancelable operating leases as of September 30, 2021 are as follows (in thousands):

The total lease cost for the three and nine months ended September 30, 2021 was $2.0 million and $6.0 million, respectively. Total lease cost for the three months ended September 30, 2021 consisted of $1.9 million of operating lease costs, and $0.1 million of short-term lease costs. For the nine months ended September 30, 2021, total lease cost consisted of $5.7 million of operating lease costs, and $0.3 million of short-term lease costs.

The total lease cost for the three and nine months ended September 30, 2020 was $2.0 million and $6.0 million, respectively. Total lease cost for the three months ended September 30, 2020 consisted of $1.9 million of operating lease costs, and $0.1 million of short-term lease costs. For the nine months ended September 30, 2020, total lease cost consisted of $5.7 million of operating lease cost, and $0.3 million of short-term lease costs.

Our variable lease costs for the three and nine months ended September 30, 2021 and 2020 were immaterial.

~~The Company~~We granted ~~97,458~~123,245 and ~~71,025~~632 restricted stock units ~~(“RSUs”)~~(RSUs) during the three months ended September 30, ~~2017~~2021 and ~~2016,~~2020, respectively, and ~~458,449~~granted 500,073 and ~~420,256~~533,099 RSUs during the nine months ended September 30, ~~2017~~2021 and ~~2016,~~2020, respectively. ~~The Company recorded equity-based~~Equity-based compensation expense related to RSUs ~~of $3.8~~was $10.6 million and ~~$3.5~~$9.0 million during the three months ended September 30, ~~2017~~2021 and ~~2016,~~2020, respectively, and ~~$11.0~~$31.3 million and ~~$11.7~~$24.1 million during the nine months ended September 30, ~~2017~~2021 and ~~2016,~~2020, respectively.

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

~~The Company’s~~Our effective tax rate was ~~36.5%~~13.5% and ~~37.7%~~26.8% for the three months ended September 30, ~~2017~~2021 and ~~2016,~~2020, respectively, and ~~35.2%~~16.1% and ~~37.3%~~22.7% for the nine months ended September 30, ~~2017~~2021 and ~~2016,~~2020, respectively. The decrease in the effective tax rate for ~~the~~three and nine months ended September 30, ~~2017 was primarily~~2021 and 2020is due to ~~the implementation~~statute of ~~ASU 2016-09, Improvements to Employee Share-Based Payment Accounting~~limitations expiry on ~~January 1, 2017. The~~tax reserves, foreign jurisdiction business incentives, true-up of prior year provisional tax estimates, and income earned in lower tax provision for the nine months ended September 30, 2017 includes excess tax benefits of $1.9 million on vesting of restricted stock, which would have been recorded in additional paid-in-capital under the previous guidance.jurisdictions.

~~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,~~2021, there were no material changes to ~~the Company’s~~our uncertain tax ~~positions.~~positions due to statute of limitations expiry for periods that were extended as part of a transfer pricing advance pricing agreement process since completed. 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~~2021 and ~~2016 (in~~2020(in thousands, except per share data):

	Three Months Ended September 30,				Nine Months Ended September 30,						Three Months Ended September 30,					Nine Months Ended September 30,
	2017		2016		2017			2016			2021			2020		2021			2020
	(in thousands, except per share data)				(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		$	36,654		$	24,966	$	89,890		$	66,700
Earnings per share:
Basic	$	0.47	$	0.47	$	1.33		$	1.31		$	0.58		$	0.39	$	1.42		$	1.05
Effect of CESs		-		-		(0.01	)		(0.01	)		(0.01	)		-		(0.02	)		(0.01	)
Diluted	$	0.47	$	0.47	$	1.32		$	1.30		$	0.57		$	0.39	$	1.40		$	1.04

Weighted average number of shares:
Basic		68,928		71,403		69,389			71,981			63,363			63,524		63,514			63,541
Effect of CESs		207		340		225			359			875			903		825			757
Diluted		69,135		71,743		69,614			72,340			64,238			64,427		64,339			64,298

The number of anti-dilutive CESs during ~~2017~~the three and ~~2016~~nine months ended September 30, 2021 and 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~~one of our products 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~~$1.5 million and ~~$0.9~~$1.0 million for the three months ended September 30, ~~2017~~2021 and ~~2016,~~2020, respectively, and ~~approximately $5.4~~$4.4 million and ~~$2.1~~$2.5 million for the nine months ended September 30, ~~2017 and 2016,~~2021, 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~~2021 and ~~2016~~2020 (in thousands):

	Three Months Ended September 30,																		Three Months Ended September 30,
	2017										2016								2021								2020
	Americas			EMEA		APAC		Consolidated			Americas		EMEA		APAC		Consolidated		Americas		EMEA		APAC		Consolidated		Americas		EMEA		APAC		Consolidated
Revenue:
Cloud subscriptions																			$	27,355	$	4,182	$	659	$	32,196	$	18,112	$	2,447	$	505	$	21,064
Software license	$	14,741		$	2,158	$	1,895	$	18,794		$	18,050	$	1,843	$	1,740	$	21,633		7,065		1,024		372		8,461		11,468		1,048		717		13,233
Maintenance																				26,551		5,639		2,289		34,479		29,164		5,630		2,511		37,305
Services		92,517			15,615		7,423		115,555			101,344		12,787		5,136		119,267		68,421		16,521		3,230		88,172		57,789		12,546		3,135		73,470
Hardware and other		17,575			680		279		18,534			10,705		448		160		11,313
Hardware																				5,841		36		-		5,877		4,635		50		-		4,685
Total revenue		124,833			18,453		9,597		152,883			130,099		15,078		7,036		152,213		135,233		27,402		6,550		169,185		121,168		21,721		6,868		149,757

Costs and Expenses:
Cost of revenue		50,777			8,493		3,802		63,072			51,207		7,169		3,302		61,678		55,213		13,185		3,105		71,503		49,300		12,497		3,402		65,199
Operating expenses		32,746			2,701		1,070		36,517			30,538		2,957		1,122		34,617		48,594		3,554		1,209		53,357		42,634		3,696		1,059		47,389
Depreciation and amortization		2,092			131		52		2,275			2,141		130		63		2,334		1,699		178		40		1,917		1,938		209		46		2,193
Restructuring charge		(77	)		-		-		(77	)		-		-		-		-
Total costs and expenses		85,538			11,325		4,924		101,787			83,886		10,256		4,487		98,629		105,506		16,917		4,354		126,777		93,872		16,402		4,507		114,781
Operating income	$	39,295		$	7,128	$	4,673	$	51,096		$	46,213	$	4,822	$	2,549	$	53,584	$	29,727	$	10,485	$	2,196	$	42,408	$	27,296	$	5,319	$	2,361	$	34,976

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

	Nine Months Ended September 30,
	2021								2020
	Americas		EMEA		APAC		Consolidated		Americas		EMEA		APAC		Consolidated
Revenue:
Cloud subscriptions	$	74,498	$	10,947	$	1,989	$	87,434	$	49,700	$	5,746	$	1,381	$	56,827
Software license		18,646		5,018		1,458		25,122		23,771		2,487		2,391		28,649
Maintenance		84,000		17,409		6,961		108,370		85,835		16,392		6,720		108,947
Services		195,391		49,482		8,361		253,234		180,227		42,906		9,521		232,654
Hardware		17,819		170		-		17,989		12,149		61		3		12,213
Total revenue		390,354		83,026		18,769		492,149		351,682		67,592		20,016		439,290

Costs and Expenses:
Cost of revenue		163,625		42,861		9,710		216,196		153,396		39,267		10,392		203,055
Operating expenses		146,862		12,092		3,673		162,627		129,687		10,561		3,327		143,575
Depreciation and amortization		5,434		571		131		6,136		6,037		617		142		6,796
Total costs and expenses		315,921		55,524		13,514		384,959		289,120		50,445		13,861		353,426
Operating income	$	74,433	$	27,502	$	5,255	$	107,190	$	62,562	$	17,147	$	6,155	$	85,864

Cloud subscriptions revenue primarily relates to our Manhattan Active omnichannel, warehouse management solutions, and transportation management solutions for the ~~Company’s~~nine months ended September 30, 2021. The majority of our software license revenue relates to our warehouse ~~and non-warehouse~~management product ~~groups~~group (over 80%) for the three and nine months ended September 30, ~~2017 and 2016 are as follows (in thousands):~~2021.

~~The Company’s services revenues, which consist of fees generated from professional services and customer support and software enhancements related to its software products,~~At September 30, 2021, total assets for the ~~three~~Americas, EMEA and ~~nine months ended September 30, 2017~~APAC segments were $448.3 million, $52.2 million and ~~2016 are as follows (in thousands):~~$13.8 million, respectively.

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 for the nine months ended September 30, 2017:~~

The balance at September 30, 2017 is included in “Accrued compensation and benefits” in the Company’s Condensed Consolidated Balance Sheets. The remaining balance is expected to be paid by the end of 2017.

The following discussion should be read in conjunction with the condensed consolidated financial statements for the three and nine months ended September 30, ~~2017~~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,~~2021, we generated ~~$152.9~~$169.2 million and ~~$450.5~~$492.1 million in total revenue, ~~respectively, with a~~respectively. 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~~2021 was: cloud subscriptions 19%; software license ~~revenue 14%~~5%; maintenance 20%; services ~~revenue 76%~~52%; and hardware ~~and other~~4%. The revenue ~~10%~~mix for the nine months ended September 30, ~~2017.~~2021 was: cloud subscriptions 18%; software license 5%; maintenance 22%; services 51%; and hardware 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~~$49.1 million and ~~$125.1~~$146.8 million for the three and nine months ended September 30, ~~2017,~~2021, respectively, which represents approximately ~~27%~~29% and ~~28% of~~30% our total revenue for the three and nine months ended September 30, ~~2017,~~2021, respectively. International revenue includes all revenue derived from sales to customers outside the United States. At September 30, ~~2017,~~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. Despite the COVID-19 pandemic, our results for the first nine months of 2021 exceeded our expectations due to solid demand for our cloud solutions. 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 for the period.

We remain committed to investing in our business to drive customer success and expand our total addressable market, which we believe will position us well to achieve long-term sustainable growth and earnings. We have taken steps to best ensure the health and safety of our employees globally. Our daily execution has evolved into a largely virtual model, and we continue to find innovative ways to engage with employees, 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.

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 our cloud solutions with 90% of our pipeline representing cloud solutions. Cloud solutions are our fastest growing revenue line and represents 78% of total software revenue in the first nine months of 2021. We believe the growth 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,~~2021, approximately ~~73%~~71% and ~~72%, respectively~~70% of our total revenue was generated in the United States, 8%respectively, 16% and ~~13%, respectively,~~17% in EMEA, respectively, 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 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~~.

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 licenses. 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 mix. In the full year ended 2021, we estimate revenue mix for cloud subscriptions and software license revenue to be approximately 80% and 20%, respectively. In the nine months ended September 30, 2021, cloud subscriptions revenue was 78% of total cloud and software license revenue. Going forward, we expect cloud revenue ~~with gross margins~~to increase as a percentage of ~~84.9%~~total software and cloud revenue as market demand for cloud solutions is supplanting legacy perpetual license demand.

In the three months ended September 30, ~~2017, and $64.0~~2021, cloud subscriptions revenue totaled $32.2 million or ~~14%~~19% of total ~~revenue, with gross margin of 88.4% for~~revenues. In the nine months ended September 30, ~~2017. For~~2021, cloud subscriptions revenue totaled $87.4 million or 18% of total revenues.

The Americas, EMEA and APAC segments recognized $27.3 million, $4.2 million and $0.7 million in cloud subscriptions revenue, respectively, in the three months ended September 30, 2021. The Americas, EMEA and APAC segments recognized $74.5 million, $10.9 million and $2.0 million in cloud subscriptions revenue, respectively, in the nine months ended September 30, 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,~~2021, the percentage mix of new to existing customers for the combination of software license and cloud subscriptions sales was approximately 40/60 and 20/80, respectively.

In the three months ended September 30, 2021, software license revenue totaled $8.5 million, or 5% of total revenue. In the nine months ended September 30, 2021, software license revenue totaled $25.1 million or 5% of total revenue. Software license revenue recognized by the Americas, EMEA, and ~~40/60, respectively.~~APAC segments totaled $7.1 million, $1.0 million, and$0.4 million, respectively, in the three months ended September 30, 2021. Software license revenue recognized by the Americas, EMEA, and APAC segments totaled $18.6 million, $5.0 million, and$1.5 million, respectively, in the nine months ended September 30, 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 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~~2021 totaled $34.5 million, or ~~76%~~20% of total ~~revenue, with gross margins of 58.3% for~~revenue. For the nine months ended September 30, ~~2017. Professional services accounted for approximately 69%~~2021, maintenance revenue totaled $108.4 million or 22% of total ~~services~~revenue. The Americas, EMEA and APAC segments recognized $26.6 million, $5.6 million and $2.3 million in maintenance revenue, respectively, in ~~both~~ the three ~~and~~months ended September 30, 2021. For the nine months ended September 30, ~~2017. While~~2021, maintenance revenue recognized by the Americas, EMEA, and APAC segments totaled $84.0 million, $17.4 million and $7.0 million, respectively. For maintenance, we ~~believe~~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. Maintenance revenue 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 September 30, 2021, our services ~~margins are very strong,~~revenue totaled $88.2 million, or 52% of total revenue. The Americas, EMEA and APAC segments recognized $68.4 million, $16.6 million and $3.2 million in services revenue, respectively, in the three months ended September 30, 2021. In the nine months ended September 30, 2021, our ~~consolidated operating margin profile may be lower than those~~services revenue

totaled $253.2 million, or 51% of ~~various other technology companies due~~total revenue. The Americas, EMEA and APAC segments recognized $195.4 million, $49.4 million and $8.4 million in services revenue, respectively, in the nine months ended September 30, 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,~~2021 representing ~~10%~~4% of total ~~revenue with gross margin of 17.6% for~~revenue. For the nine months ended September 30, ~~2017.~~2021, hardware revenue totaled $18.0 million, or 4% of total 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~~$23.4 million and ~~$43.1~~$70.8 million for the three and nine months ended September 30, ~~2017,~~2021, respectively. ~~At September 30, 2017, our R&D organization totaled approximately 690 employees, located in the U.S. and India.~~

We expect to continue to focus our R&D resources on the development and enhancement of our core supply chain, inventory optimization, ~~omni-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,~~2021, we generated cash flow from operating activities of ~~$44.0~~$59.7 million and ~~$116.6~~$145.1 million, respectively. Our cash and cash equivalents at September 30, ~~2017~~2021 totaled ~~$129.7~~$246.4 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 nine months ended September 30, 2021, we repurchased ~~1,539,208~~580,826 shares of Manhattan Associates’ outstanding common stock for approximately $79.9 million under ~~our~~the share repurchase program ~~during the nine months ended September 30, 2017.~~approved by our Board of Directors. In October ~~2017,~~2021, our Board of Directors ~~confirmed our existing~~approved raising the Company’s remaining share repurchase authority ~~to repurchase up~~ to an aggregate of $50.0 million of ~~Manhattan Associates’ outstanding~~our common stock.

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~~2021 and ~~2016.~~2020.

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

Revenue	$	152,883	$	152,213	$	450,513		$	456,965	$	169,185		$	149,757		$	492,149		$	439,290
Costs and expenses		101,787		98,629		308,438			308,014		126,777			114,781			384,959			353,426
Operating income		51,096		53,584		142,075			148,951		42,408			34,976			107,190			85,864
Other income (loss), net		207		210		(232	)		1,384
Other (loss) income, net											(42	)		(891	)		(29	)		371
Income before income taxes		51,303		53,794		141,843			150,335		42,366			34,085			107,161			86,235
Net income	$	32,599	$	33,496	$	91,967		$	94,317	$	36,654		$	24,966		$	89,890		$	66,700
Diluted earnings per share	$	0.47	$	0.47	$	1.32		$	1.30	$	0.57		$	0.39		$	1.40		$	1.04
Diluted weighted average number of shares		69,135		71,743		69,614			72,340		64,238			64,427			64,339			64,298

~~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~~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 September 30,							Nine Months Ended September 30,
	2017		2016		% Change vs. Prior Year			2017		2016		% Change vs. Prior Year			2021		2020		% Change vs. Prior Year			2021		2020		% Change vs. Prior Year
Revenue:	(in thousands)							(in thousands)							(in thousands)							(in thousands)
Cloud subscriptions
Americas																27,355		18,112		51	%		74,498		49,700		50	%
EMEA																4,182		2,447		71	%		10,947		5,746		91	%
APAC																659		505		30	%		1,989		1,381		44	%
Total cloud subscriptions																32,196		21,064		53	%		87,434		56,827		54	%

Software license
Americas	$	14,741	$	18,050		-18	%	$	42,110	$	54,343		-23	%		7,065		11,468		-38	%		18,646		23,771		-22	%
EMEA		2,158		1,843		17	%		17,232		4,815		258	%		1,024		1,048		-2	%		5,018		2,487		102	%
APAC		1,895		1,740		9	%		4,667		3,713		26	%		372		717		-48	%		1,458		2,391		-39	%
Total software license		18,794		21,633		-13	%		64,009		62,871		2	%		8,461		13,233		-36	%		25,122		28,649		-12	%

Maintenance
Americas																26,551		29,164		-9	%		84,000		85,835		-2	%
EMEA																5,639		5,630		0	%		17,409		16,392		6	%
APAC																2,289		2,511		-9	%		6,961		6,720		4	%
Total maintenance																34,479		37,305		-8	%		108,370		108,947		-1	%

Services
Americas		92,517		101,344		-9	%		276,576		298,715		-7	%		68,421		57,789		18	%		195,391		180,227		8	%
EMEA		15,615		12,787		22	%		44,927		42,656		5	%		16,521		12,546		32	%		49,482		42,906		15	%
APAC		7,423		5,136		45	%		19,713		13,992		41	%		3,230		3,135		3	%		8,361		9,521		-12	%
Total services		115,555		119,267		-3	%		341,216		355,363		-4	%		88,172		73,470		20	%		253,234		232,654		9	%

Hardware and Other
Hardware
Americas		17,575		10,705		64	%		42,920		36,866		16	%		5,841		4,635		26	%		17,819		12,149		47	%
EMEA		680		448		52	%		1,682		1,478		14	%		36		50		-28	%		170		61		179	%
APAC		279		160		74	%		686		387		77	%		-		-	-				-		3		-100	%
Total hardware and other		18,534		11,313		64	%		45,288		38,731		17	%		5,877		4,685		25	%		17,989		12,213		47	%

Total Revenue
Americas		124,833		130,099		-4	%		361,606		389,924		-7	%		135,233		121,168		12	%		390,354		351,682		11	%
EMEA		18,453		15,078		22	%		63,841		48,949		30	%		27,402		21,721		26	%		83,026		67,592		23	%
APAC		9,597		7,036		36	%		25,066		18,092		39	%		6,550		6,868		-5	%		18,769		20,016		-6	%
Total revenue	$	152,883	$	152,213		0	%	$	450,513	$	456,965		-1	%	$	169,185	$	149,757		13	%	$	492,149	$	439,290		12	%

Operating income:
Americas	$	39,295	$	46,213		-15	%	$	103,725	$	127,793		-19	%		29,727		27,296		9	%		74,433		62,562		19	%
EMEA		7,128		4,822		48	%		27,877		16,115		73	%		10,485		5,319		97	%		27,502		17,147		60	%
APAC		4,673		2,549		83	%		10,473		5,043		108	%		2,196		2,361		-7	%		5,255		6,155		-15	%
Total operating income	$	51,096	$	53,584		-5	%	$	142,075	$	148,951		-5	%	$	42,408	$	34,976		21	%	$	107,190	$	85,864		25	%

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

	Three Months Ended September 30,													Three Months Ended September 30,
					% 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														$	32,196	$	21,064		53	%		19	%		14	%
Software license	$	18,794	$	21,633		-13	%		12	%		14	%		8,461		13,233		-36	%		5	%		9	%
Maintenance															34,479		37,305		-8	%		20	%		25	%
Services		115,555		119,267		-3	%		76	%		79	%		88,172		73,470		20	%		52	%		49	%
Hardware and other		18,534		11,313		64	%		12	%		7	%
Hardware															5,877		4,685		25	%		4	%		3	%
Total revenue	$	152,883	$	152,213		0	%		100	%		100	%	$	169,185	$	149,757		13	%		100	%		100	%

Our revenue consists of fees generated from 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~~Cloud Subscriptions Revenue. In 2017, we released Manhattan Active™ Solutions accelerating our business transition to cloud subscriptions. In the third quarter of ~~2017~~2021, cloud subscriptions revenue increased $11.1 million compared to the same quarter in the prior year, ~~influenced by~~as customer 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 license~~subscriptions revenue ~~performance depends on~~for the ~~number~~Americas, EMEA and ~~relative value of large deals~~APAC segments increased $9.2 million, $1.7 million and ~~perpetual versus cloud mix we close in the period. We recognized license revenue of $1.0~~$0.2 million ~~or greater on four new separate contracts~~ in the third quarter of ~~2017.~~ 2021, respectively.

Software License Revenue. Software license revenue decreased $4.8 million in the third quarter of 2021 compared to the same quarter in the prioryear.License revenue for the Americas, EMEA and APAC segments decreased $4.4 million, $0.1 million and $0.3 million in the third quarter of 2021, respectively.

The perpetual license sales percentage mix across our product suite in the third quarter ended September 30, ~~2017~~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~~$2.8 million ~~or 3%,~~ in the third quarter of ~~2017~~2021 compared to the same quarter in the prior year due to a $5.6 million decrease in professional services revenue, partially offset by a $1.9 million increase in customer support and software enhancements. 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. Servicesyear. Maintenance revenue for the Americas ~~segment decreased $8.8 million, and services revenue for the EMEA~~ and APAC segments ~~increased $2.8~~decreased $2.6 million and ~~$2.3 million, respectively, in the third quarter of 2017 compared to the same quarter of 2016.~~

~~Hardware and other.~~ ~~Hardware sales increased by $7.0 million to $13.5~~$0.2 million in the third quarter of ~~2017 compared to $6.5~~2021 respectively, while maintenance revenue for EMEA was in line with the same quarter in the prior year.

Services Revenue. Services revenue increased $14.7 million ~~for~~in the third quarter of ~~2016.~~2021 compared to the same quarter in the prior year. Services revenue for the Americas, EMEA and APAC segments increased $10.6 million, $4.0 million, and $0.1 million, respectively, compared to the same quarter in the prior year.

Hardware Revenue. Hardware sales increased $1.2 million in the third quarter of 2021 compared to the same quarter in the 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~~increased by$0.2 million in the third 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~~$6.1 million ~~or 9%, decrease in cost of services~~increase in the quarter ended September 30, ~~2017~~2021 compared to the same quarter in the prior year was principally due to a ~~$3.1~~$3.4 million ~~decrease~~increase in compensation and ~~other-personnel related~~other personnel-related expenses ~~and~~ , a ~~$1.4~~$1.8 million ~~decrease~~increase in performance-based ~~compensation.~~

~~Cost of hardware~~compensation, 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 ~~other-personnel related expenses resulting from increased headcount to support R&D activities.~~

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.~~.

For each of the quarters ended September 30, ~~2017~~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 September 30, 2021 increased by $2.9 million, compared to the same quarter of 2020 principally due to a $2.3 million increase in compensation and other personnel-related expenses and a $0.8 million increase in the computer infrastructure costs.

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~~increased $2.7 million in the quarter ended September 30, ~~2017 increased by $0.7 million~~2021 compared to the same quarter in the prior year primarily due to ~~increased commissions expense.~~a $1.6 million increase in performance-based compensation expense, a $0.5 million increase in compensation and other personnel-related expenses, and a $0.5 million increase in marketing and campaign programs.

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 $0.4 million ~~or 2%~~, in the current year quarter compared to the same quarter in the prior year.

Depreciation and ~~amortization.~~Amortization. Depreciation ~~expense for both the third quarter~~and amortization of ~~2017~~intangibles and ~~2016 was $2.2 million. Amortization~~software 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 quarter of 2017.~~

~~Operating income~~ for the third quarter of ~~2017~~2021 and 2020 was ~~$51.1~~$1.9 million ~~compared to $53.6~~and $2.2 million, respectively. Amortization of acquisitions expense for the third quarter of ~~2016.~~ 2021 and 2020 was immaterial.

Operating income in the third quarter of 2021 was $42.4 million compared to $35.0 million in the same quarter in the prior year. Operating margin was 25.1% for the third quarter of ~~2017~~2021 versus ~~35.2%~~23.4% 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 and services ~~revenue.~~revenues.

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

Other income, net	$	207	$	210		-1	%
Other loss, net								$	(42	)	$	(891	)		-95	%
Income tax provision		18,704		20,298		-8	%		5,712			9,119			-37	%

Other ~~income,~~loss, net. Other ~~income,~~loss, net ~~principally~~primarily includes interest income, foreign currency gains and losses, and other non-operating expenses. Other ~~income,~~loss, net ~~remained flat~~increased $0.8 million in the third quarter of ~~2017~~2021 compared to the same quarter in the prior year primarily due to gains or losses on intercompany transactions denominated in foreign currencies with subsidiaries due to the fluctuation of ~~2016.~~the U.S. dollar relative to other foreign currencies, primarily the Indian Rupee. The net foreign currency loss was immaterial and $0.9 million in the third quarter of 2021 and 2020, respectively.

Income tax provision. Our effective income tax ~~rates were 36.5%~~rate was 13.5% and ~~37.7%~~26.8% for the quarters ended September 30, ~~2017~~2021 and ~~2016,~~2020, respectively. The decrease in the effective tax rate for the three months ended September 30, 2021 is due to statute of limitations expiry on tax reserves, foreign jurisdiction business incentives, true-up of prior year provisional tax estimates, and income earned in lower tax jurisdictions.

~~Summary of the First Nine Month of 2017~~ Condensed Consolidated Financial ~~Results~~Summary – First Nine Months of 2021

Below we discuss our consolidated results of operations for the nine months ended September 30, ~~2017 was $1.32, compared~~2021 and 2020.

Cloud Subscription Revenue. Due to ~~$1.30 for~~ the ~~nine months ended September 30, 2016.~~

~~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~~License revenue for the EMEA segment increased $2.5 million in the nine months ended September 30, ~~2017~~2021, while license revenue for the Americas and ~~2016,~~APAC segments decreased $5.1 million and $0.9 million, respectively.

The license sales percentage mix across our product suite in the nine months ended September 30, ~~2017~~2021 was ~~approximately 65%~~over 80% warehouse management ~~solutions and 35% non-warehouse management~~ solutions.

~~Services revenue.~~ ~~Services~~Maintenance Revenue. Maintenance revenue decreased ~~$14.1~~$0.6 million ~~or 4%,~~ in the nine months ended September 30, ~~2017~~2021 compared to the same period in the prior year. Maintenance revenue for the Americas segment decreased $1.8 million in the nine months ended September 30, 2021 compared to the same period in the prior year, ~~due to a $20.8~~while maintenance revenue for the EMEA and APAC segments increased $1.0 million ~~decrease~~and $0.2 million respectively.

Services Revenue. Services revenue increased $20.6 million 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~~2021 compared to the same period in the prior ~~year, services~~year. Services revenue for the Americas ~~segment decreased $22.1~~and EMEA segments increased $15.2 million and ~~services~~$6.6 million, respectively, in the nine months ended September 30, 2021 compared with the same period in the prior year, while service 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.~~Revenue. Hardware sales increased ~~by $6.6 million, or 27%, to $31.5~~$5.8 million in the nine months ended September 30, ~~2017~~2021 compared to ~~$24.9 million for~~ the same period in the prior year. The majority of our hardware ~~sales are~~revenue is derived from our Americas segment. ~~Hardware sales are~~Sales of hardware 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. 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.~~ Software License.Cost of software 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%,was relatively flat in the nine months ended September 30, ~~2017~~2021 compared towith the same period in the prior year ~~principally due to decreased sales of third-party software.~~.

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 operations; maintenance services; and professional and technical services ~~and customer support services.~~as well as hosting fees. The ~~$7.5~~$13.0 million ~~or 5%, decrease in cost of services~~increase in the nine months ended September 30, ~~2017~~2021 compared to the same period in the prior year was principally due to a ~~$3.7~~$11.5 million ~~decrease~~increase in performance-based compensation ~~expenses~~expense and a ~~$3.4~~$6.6 million ~~decrease~~increase in compensation and other personnel-related expenses, offset by a $2.7 million decrease in travel expense, ~~resulting from decreased headcount.~~and a $2.1 million decrease in computer infrastructure costs.

Research and ~~other.~~ ~~Cost of hardware~~Development.R&D expenses for the nine months ended September 30, 2021 increased $7.1 million compared to the same period in the prior year principally due to a $3.9 million increase in performance-based compensation expense and a $2.8 million increase in compensation and other personnel related expenses. For the same reasons included in the quarterly R&D discussion above, no R&D costs were capitalized during the nine months ended September 30, 2021 and 2020.

Sales and Marketing. Sales and marketing expenses increased ~~by $6.4 million to approximately $37.3~~$7.0 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, 20172021 compared to the same period in the prior ~~year. The decrease was~~year primarily due to a ~~$0.9~~$5.6 million ~~decrease~~increase in performance-based compensation expense and a $1.9 million increase in compensation and other ~~personnel-related~~personnel related expenses.

General and Administrative.General and administrative expenses ~~and a $0.7~~increased $4.9 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~~2021 compared to the same period in the prior year, primarily due to a $3.0 million increase in compensation and ~~2016, respectively. Amortization~~other personnel related expenses, and a $2.2 million increase performance-based compensation expense.

Depreciation and Amortization.Depreciation and amortization of intangibles and software expense for the nine months ended September 30, ~~2017~~2021 and ~~2016~~2020 was ~~immaterial.~~

~~Restructuring Charge.~~ ~~In May 2017, the Company eliminated about 100 positions due to retail sector headwinds, aligning services capacity with demand. The Company recorded a restructuring charge~~$6.1 million and $6.8 million, respectively. Amortization of ~~approximately $2.9 million pretax ($1.9 million after-tax or $0.03 per fully diluted share) in~~acquisitions expense for the nine months ended September 30, ~~2017. The charge primarily consists of employee severance, employee transition cost~~2021 and ~~outplacement services. The charge is classified in “Restructuring charge” in the Company’s Consolidated Statements of Income.~~2020 was immaterial.

Operating income for the nine months ended September 30, ~~2017~~2021 was ~~$142.1~~$107.2 million compared to ~~$149.0~~$85.9 million for the same period in the prior year. Operating ~~margins were 31.5% for~~margin was 21.8% the first nine months of ~~2017~~2021 versus ~~32.6%~~19.5% for the same period in ~~2016.~~ the prior year. Operating income and operating margin ~~decreased~~increased primarily due to ~~decline in revenue~~increased cloud subscriptions, services and ~~the restructuring charge in the nine months ended September 30, 2017.~~hardware revenues.

	Nine Months Ended September 30,								Nine Months Ended September 30,
	2017			2016		% Change vs. Prior Year			2021			2020		% Change vs. Prior Year

Other (loss) income, net	$	(232	)	$	1,384		-117	%	$	(29	)	$	371		-108	%
Income tax provision		49,876			56,018		-11	%		17,271			19,535		-12	%

Other (loss) income, net.Other ~~income, net principally includes interest income, foreign currency gains and losses, and other non-operating expenses. Other~~(loss) income, net decreased ~~$1.6~~$0.4 million in the nine months ended September 30, ~~2017~~ 2021 compared to the same period in ~~2016~~the prior year primarily ~~related~~due to gains or losses on intercompany transactions denominated in foreign ~~currency losses resulting from~~currencies with subsidiaries due to the fluctuation of the U.S. dollar relative to other foreign currencies, ~~principally~~primarily the Indian ~~Rupee and Great British Pound Sterling.~~

Income tax provision.Our effective income tax rate was ~~35.2%~~16.1% and ~~37.3%~~22.7% for the nine months ended September 30, ~~2017~~2021 and ~~2016,~~2020, respectively. The decrease in the effective tax rate for the nine months ~~was primarily due to the implementation of ASU 2016-09, Improvements to Employee Share-Based Payment Accounting in 2017. The income tax provision for the nine months~~ ended September 30, ~~2017 includes excess~~2021 is due to statue of limitations

expiry on tax ~~benefits~~reserves, foreign jurisdiction business incentives, true-up of ~~$1.9 million on vesting of restricted stock, which would have been recorded as additional paid-in-capital under the previous guidance.~~prior year provisional tax estimates, and income earned in lower tax jurisdictions.

InDuring the first nine 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~~2021 included ~~$62.1~~$207.3 million held in the U.S. and ~~$67.6~~$39.1 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 $145.1 million and ~~$101.5~~$102.9 million ~~for~~in the nine months ended September 30, ~~2017~~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.~~

~~Our investing activities used cash of approximately $8.4 million during the nine months ended September 30, 2017, and generated cash~~flow. Cash flow ~~of approximately $4.7 million during the nine months ended September 30, 2016. The uses of cash for investing~~from operating activities for the nine months ended September 30, ~~2017 were $4.5~~2021 increased $42.2 million compared to the same period in the prior year, which is mainly due to a decrease in employee bonus payments and an increase in net ~~purchases of short-term investments and $3.9 million~~income.

Cash flow used in ~~capital expenditures to support company growth. The primary generation of cash for~~ investing activities ~~for~~totaled $2.2 million and $1.9 million in the nine months ended September 30, ~~2016 was $10.2 million in net maturities~~2021 and 2020, respectively. Our investing activities for both the nine months ended September 30, 2021 and 2020 consisted of ~~short-term investments, partially offset by $5.5 million in~~ capital ~~expenditures.~~spending to support company growth.

~~Our financing~~Financing activities used cash of ~~approximately $81.7~~$100.2 million and ~~$112.8~~$43.5 million for the nine months ended September 30, ~~2017~~2021 and ~~2016,~~2020, respectively. The principal use of cash for financing activities ~~for the nine months ended September 30, 2017~~in both periods 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~~stock. Repurchases of ~~cash for financing activities~~our common stock for the nine months ended September 30, ~~2016 was to purchase approximately $118.0~~2021 and 2020 totaled $100.2 million ~~of our common stock,~~and $43.5 million, respectively, including ~~$9.5 million in~~ shares withheld for taxes ~~due upon vesting~~ of ~~restricted stock units, partially offset by a $5.2~~$20.4 million ~~excess tax benefit from equity-based compensation.~~and $18.5 million, respectively.

Our principal commitments consist of obligations under operating leases and non-cancellable contracts for cloud infrastructure services. As of September 30, 2021, our cloud infrastructure obligations are approximately $67 million 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~~ordinary course of business for internal software to support our operations. Our obligations, as of September 30, ~~2017 as we adopted ASU 2016-09 in~~2021, are approximately $12 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 of cash flows rather than as a financing activity, and we have applied this provision on a prospective basis.next 3 years. We expect to fulfill all 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 continuing COVID-19 impact, we continue to focus on managing liquidity, while investing in and growing our headcount capacity to support our customers and grow our business. 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 investing in 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 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~~2020 other than the adoption of the ASU ~~2016-09 related to equity-based compensation.~~2019-12, Income Taxes (Topic 740).

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:

~~ability~~We undertake no obligation to ~~attract and retain highly skilled employees;~~

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,~~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.~~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~~2021 (unaudited) and December 31, ~~2016~~2020		3

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

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

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

Condensed Consolidated Statements of Stockholders’ Equity for the three months and nine months ended September 30, ~~2017~~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.	1615

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	27

Item 4.	Controls and Procedures.	2728

	PART II

	OTHER INFORMATION

Item 1.	Legal Proceedings.	2829

Item 1A.	Risk Factors.	2829

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	2829

Item 3.	Defaults Upon Senior Securities.	2829

Item 4.	Mine Safety Disclosures.	2829

Item 5.	Other Information.	2829

Item 6.	Exhibits.	2830

Signatures.		31

Year Ending December 31,
2021 (excluding the nine months ended September 30, 2021)	$	1,932
2022		7,126
2023		6,969
2024		6,385
2025		5,588
Thereafter		7,686
Total minimum payments required		35,686
Less short-term leases		-
Less imputed interest		(5,197	)
Total operating lease liabilities	$	30,489

Weighted average remaining lease term	5.3 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	$	5,290


☒	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~~500,073
Vested		(~~393,380~~513,628	)
Forfeited		(~~46,353~~68,103	)
Outstanding at September 30, ~~2017~~2021		~~1,047,946~~1,381,206


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
July 1 - July 31, 2021		-	$	-		-		50,000,000
August 1 - August 31, 2021		49,887		160.34		49,887		42,001,298
September 1 - September 30, 2021		73,244		163.77		73,244		30,006,432
Total		123,131				123,131

~~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 September 30, 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~~28, 2021	/s/ Eddie Capel
		Eddie Capel
		President and Chief Executive Officer
		(Principal Executive Officer)

Date:	October ~~30, 2017~~28, 2021	/s/ Dennis B. Story
		Dennis B. Story
		Executive Vice President, Chief Financial Officer and Treasurer
		(Principal Financial Officer)