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 every Interactive Data File required to be submitted 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 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, 2021,~~July 22, 2022, the latest practicable date, is as follows: ~~63,281,836~~62,718,739 shares of common stock, $0.01 par value per share.

	September 30, 2021			December 31, 2020			June 30, 2022			December 31, 2021
	(unaudited)						(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	246,445		$	204,705		$	213,771		$	263,706
Accounts receivable, net of allowance of $3,930 and $3,497, at September 30, 2021 and December 31, 2020, respectively		115,344			109,202
Accounts receivable, net of allowance of $3,046 and $2,419, at June 30, 2022 and December 31, 2021, respectively								133,852			124,420
Prepaid expenses and other current assets		23,878			20,134			26,929			20,293
Total current assets		385,667			334,041			374,552		$	408,419

Property and equipment, net		14,272			17,903			12,343			13,889
Operating lease right-of-use assets		27,602			31,470			23,198			27,272
Goodwill, net		62,242			62,252			62,227			62,239
Deferred income taxes		5,939			5,760			20,093			7,650
Other assets		18,561			13,986			21,876			20,239
Total assets	$	514,283		$	465,412		$	514,289		$	539,708

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	21,647		$	17,805		$	25,154		$	19,625
Accrued compensation and benefits		51,626			41,962			45,598			53,104
Accrued and other liabilities		20,589			21,181			22,385			22,741
Deferred revenue		136,452			114,164			178,019			153,196
Income taxes payable		2,548			1,874			70			376
Total current liabilities		232,862			196,986			271,226			249,042

Operating lease liabilities, long-term		23,881			27,843			18,934			23,157
Other non-current liabilities		18,913			21,686			15,394			16,865

Shareholders' equity:
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
Preferred stock, no par value; 20,000,000 shares authorized, 0 shares issued or outstanding in 2022 and 2021								-			-
Common stock, $0.01 par value; 200,000,000 shares authorized; 62,718,513 and 63,154,494 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively								627			631
Retained earnings		257,507			236,524			233,151			269,841
Accumulated other comprehensive loss		(19,513	)		(18,262	)		(25,043	)		(19,828	)
Total shareholders' equity		238,627			218,897			208,735			250,644
Total liabilities and shareholders' equity	$	514,283		$	465,412		$	514,289		$	539,708

	Three Months Ended September 30,						Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
	2021			2020			2021			2020		2022		2021		2022		2021
	(unaudited)			(unaudited)			(unaudited)			(unaudited)		(unaudited)		(unaudited)		(unaudited)		(unaudited)
Revenue:
Cloud subscriptions	$	32,196		$	21,064		$	87,434		$	56,827	$	42,203	$	28,595	$	79,500	$	55,238
Software license		8,461			13,233			25,122			28,649		5,125		8,823		13,483		16,661
Maintenance		34,479			37,305			108,370			108,947		35,993		37,732		71,295		73,891
Services		88,172			73,470			253,234			232,654		100,941		84,703		190,859		165,062
Hardware		5,877			4,685			17,989			12,213		7,662		6,261		15,743		12,112
Total revenue		169,185			149,757			492,149			439,290		191,924		166,114		370,880		322,964
Costs and expenses:
Cost of software license		690			527			1,802			1,673		880		556		1,282		1,112
Cost of cloud subscriptions, maintenance and services		70,813			64,672			214,394			201,382
Cost of cloud subscriptions, maintenance, and services													87,766		70,072		170,791		143,581
Research and development		23,372			20,454			70,845			63,713		27,924		23,213		55,379		47,473
Sales and marketing		14,057			11,399			41,203			34,196		17,749		13,750		32,139		27,146
General and administrative		15,928			15,536			50,579			45,666		18,606		17,082		36,571		34,651
Depreciation and amortization		1,917			2,193			6,136			6,796		1,746		2,084		3,493		4,219
Total costs and expenses		126,777			114,781			384,959			353,426		154,671		126,757		299,655		258,182
Operating income		42,408			34,976			107,190			85,864		37,253		39,357		71,225		64,782
Other (loss) income, net		(42	)		(891	)		(29	)		371
Other income, net													2,243		306		2,981		13
Income before income taxes		42,366			34,085			107,161			86,235		39,496		39,663		74,206		64,795
Income tax provision		5,712			9,119			17,271			19,535		8,671		9,070		12,789		11,559
Net income	$	36,654		$	24,966		$	89,890		$	66,700	$	30,825	$	30,593	$	61,417	$	53,236

Basic earnings per share	$	0.58		$	0.39		$	1.42		$	1.05	$	0.49	$	0.48	$	0.97	$	0.84
Diluted earnings per share	$	0.57		$	0.39		$	1.40		$	1.04	$	0.49	$	0.48	$	0.97	$	0.83

Weighted average number of shares:
Basic		63,363			63,524			63,514			63,541		62,954		63,537		63,083		63,591
Diluted		64,238			64,427			64,339			64,298		63,419		64,276		63,644		64,371

	Three Months Ended September 30,					Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020		2021			2020			2022			2021			2022			2021
	(unaudited)			(unaudited)		(unaudited)			(unaudited)			(unaudited)			(unaudited)			(unaudited)			(unaudited)
Net income	$	36,654		$	24,966	$	89,890		$	66,700		$	30,825		$	30,593		$	61,417		$	53,236
Foreign currency translation adjustment		(294	)		1,589		(1,251	)		(1,546	)		(4,085	)		(428	)		(5,215	)		(957	)
Comprehensive income	$	36,360		$	26,555	$	88,639		$	65,154		$	26,740		$	30,165		$	56,202		$	52,279

	Nine Months Ended September 30,						Six Months Ended June 30,
	2021			2020			2022			2021
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
Operating activities:
Net income	$	89,890		$	66,700		$	61,417		$	53,236
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		6,136			6,796			3,493			4,219
Equity-based compensation		31,333			24,068			29,676			20,760
Loss on disposal of equipment		14			15
(Gain) loss on disposal of equipment								(92	)	-
Deferred income taxes		(213	)		2,409			(12,535	)		1,768
Unrealized foreign currency (gain) loss		(949	)		415
Unrealized foreign currency gain								(2,087	)		(1,029	)
Changes in operating assets and liabilities:
Accounts receivable, net		(7,296	)		(3,799	)		(11,703	)		(5,289	)
Other assets		(8,328	)		2,331			(6,697	)		(7,912	)
Accounts payable, accrued and other liabilities		13,429			(15,446	)		(587	)		9,592
Income taxes		(2,965	)		547			(3,519	)		(1,952	)
Deferred revenue		24,029			18,832			27,116			12,002
Net cash provided by operating activities		145,080			102,868			84,482			85,395

Investing activities:
Purchase of property and equipment		(2,158	)		(1,928	)		(2,243	)		(1,171	)
Net cash used in investing activities		(2,158	)		(1,928	)		(2,243	)		(1,171	)

Financing activities:
Purchase of common stock		(100,242	)		(43,523	)		(127,787	)		(79,486	)
Net cash used in financing activities		(100,242	)		(43,523	)		(127,787	)		(79,486	)

Foreign currency impact on cash		(940	)		(1,841	)		(4,387	)		(100	)

Net change in cash and cash equivalents		41,740			55,576			(49,935	)		4,638
Cash and cash equivalents at beginning of period		204,705			110,678			263,706			204,705
Cash and cash equivalents at end of period	$	246,445		$	166,254		$	213,771		$	209,343

													Accumulated																			Accumulated
							Additional						Other			Total										Additional						Other			Total
	Common Stock						Paid-In			Retained			Comprehensive			Shareholders'			Common Stock							Paid-In			Retained			Comprehensive			Shareholders'
	Shares			Amount			Capital			Earnings			Loss			Equity			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
For the Three Months Ended June 30, 2022
Balance, March 31, 2022 (unaudited)																				63,113,221		$		631		$ -			$	237,463		$	(20,958	)	$	217,136
Repurchase of common stock		(128,043	)		(1	)		(10,573	)		(10,182	)		-			(20,756	)		(420,785	)			(5	)		(15,537	)		(35,137	)		-			(50,679	)
Restricted stock units issuance		12,197			-			-			-			-			-			26,077				1			(1	)		-			-			-
Equity-based compensation		-			-			10,573			-			-			10,573			-				-			15,538			-			-			15,538
Foreign currency translation adjustment		-			-			-			-			(294	)		(294	)		-				-			-			-			(4,085	)		(4,085	)
Net income		-			-			-			36,654			-			36,654			-				-			-			30,825			-			30,825
Balance, September 30, 2021 (unaudited)		63,281,757		$	633		$	-		$	257,507		$	(19,513	)	$	238,627
Balance, June 30, 2022 (unaudited)																				62,718,513		$		627		$	-		$	233,151		$	(25,043	)	$	208,735

For the Nine Months Ended September 30, 2021
For the Six Months Ended June 30, 2022
Balance, December 31, 2021 (audited)																				63,154,494		$		631		$	-		$	269,841		$	(19,828	)	$	250,644
Repurchase of common stock																				(1,006,894	)			(10	)		(29,670	)		(98,107	)		-			(127,787	)
Restricted stock units issuance																				570,913				6			(6	)		-			-			-
Equity-based compensation																				-				-			29,676			-			-			29,676
Foreign currency translation adjustment																				-				-			-			-			(5,215	)		(5,215	)
Net income																				-				-			-			61,417			-			61,417
Balance, June 30, 2022 (unaudited)																				62,718,513		$		627		$	-		$	233,151		$	(25,043	)	$	208,735

For the Three Months Ended June 30, 2021
Balance, March 31, 2021 (unaudited)																				63,616,713		$		636		$ -			$	222,815		$	(18,791	)	$	204,660
Repurchase of common stock																				(244,700	)			(2	)		(10,709	)		(22,373	)	-				(33,084	)
Restricted stock units issuance																				25,590			-			-			-			-			-
Equity-based compensation																			-			-					10,709		-			-				10,709
Foreign currency translation adjustment																			-			-				-			-				(428	)		(428	)
Net income																			-			-				-				30,593		-				30,593
Balance, June 30, 2021 (unaudited)																				63,397,603		$		634		$ -			$	231,035		$	(19,219	)	$	212,450

For the Six Months Ended June 30, 2021
Balance, December 31, 2020 (audited)		63,527,186		$	635		$ -			$	236,524		$	(18,262	)	$	218,897			63,527,186		$		635		$ -			$	236,524		$	(18,262	)	$	218,897
Repurchase of common stock		(759,057	)		(7	)		(31,328	)		(68,907	)		-			(100,242	)		(631,014	)			(6	)		(20,755	)		(58,725	)	-				(79,486	)
Restricted stock units issuance		513,628			5			(5	)		-			-			-			501,431				5			(5	)	-			-			-
Equity-based compensation		-			-			31,333			-			-			31,333		-			-					20,760		-			-				20,760
Foreign currency translation adjustment		-			-			-			-			(1,251	)		(1,251	)	-			-				-			-				(957	)		(957	)
Net income		-			-			-			89,890			-			89,890		-			-				-				53,236		-				53,236
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
Balance, June 30, 2021 (unaudited)																				63,397,603		$		634		$ -			$	231,035		$	(19,219	)	$	212,450

The accompanying unaudited condensed consolidated financial statements of Manhattan Associates, Inc. and its subsidiaries (the “Company,” “we,” “us,” “our,” or “Manhattan”) have been prepared in accordance with accounting principles generally accepted in the United States (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 our financial position at ~~September~~June 30, ~~2021,~~2022, the results of operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, and cash flows for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020.~~2021. The results for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 are not necessarily indicative of the results to be expected for the full year or any other interim period. These statements should be read in conjunction with our audited consolidated financial statements and management’s discussion and analysis included in our annual report on Form 10-K for the year ended December 31, ~~2020.~~2021.

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

In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The new guidance eliminates certain exceptions related to 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 franchise taxes and changes in tax laws or rates, as well as clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. On January 1, 2021, we adopted this guidance, and the adoption did not have a material impact on our financial statements.

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

Cloud subscriptions includes software as a service (SaaS) and arrangements which provide customers with the right to use our software within a ~~cloud-based~~cloud environment that we provide and manage where the customer does not have the right to take possession of the software without significant penalty. SaaS and hosting revenues are recognized ratably over the contract period. For contracts that include a perpetual license and hosting services, we generally consider the arrangement as an overall service, recognized over the initial hosting term. The software license fee typically due at the outset of the arrangement is not payable again if the customer renews the hosting services, so that the customer’s option to renew the hosting services is a material right, the revenue from which, if the option is exercised, we will recognize over the applicable renewal period. Managed services account for less than 3% of our Cloud subscription contracts.

Our perpetual software licenses provide the customer with a right to use the software as it exists at the time of purchase. We recognize revenue for distinct software licenses once the license period has begun and we have made the software available to the customer.

Our perpetual software licenses are typically sold with maintenance under which we provide a comprehensive 24 hours per day, 365 days per year program that provides customers with software upgrades, when and if available, which include additional or improved functionality and technological advances incorporating emerging supply chain and industry initiatives. Revenue related to maintenance is generally paid in advance and recognized ratably over the term of the agreement, typically twelve months. Perpetual software license revenue accounts for approximately 3.6% of total revenue.

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

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

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

~~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~~Cloud subscriptions and maintenance are typically billed annually in advance. We typically bill our professional services monthly as performed. In instances where the timing of revenue recognition differs from the timing of invoicing, we have determined that our contracts generally do not include a significant financing component. The primary purpose of our invoicing terms is to provide customers with predictable ways to purchase our software and services, not to provide or receive financing. Additionally, we are applying the practical expedient to exclude from consideration any contracts with payment terms of one year or less as we rarely offer terms extending beyond one year.

Deferred revenue mainly represents amounts collected prior to having completed performance of cloud subscriptions, maintenance, and professional services. In the three and ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, we recognized ~~$17.0~~$42.9 million and ~~$99.5~~$108.0 million of revenue that was included in the deferred revenue balance as of December 31, ~~2020.~~2021. In the three months ended ~~September~~June 30, ~~2021,~~2022, we recognized ~~$54.2~~$62.5 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.~~March 31, 2022.

As of ~~September~~June 30, ~~2021,~~2022, approximately ~~$573.7~~$897.7 million of revenue, over 97% of which is cloud-native subscriptions, is expected to be recognized from remaining performance obligations ~~for cloud subscriptions, maintenance contracts, and application managed services~~(“RPO”) 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%~~40% of these remaining performance obligations over the next 24 months with the balance recognized thereafter. We have elected not to provide disclosures regarding remaining performance obligations for contracts with a term of 1 year or less.

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 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~~$0.2 million and $1.3 million for ~~both~~ the three months ended ~~September~~June 30, 2022 and 2021, respectively, and ~~2020, and $2.1~~$1.2 million and ~~$2.7~~$2.0 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, 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. We defer and recognize an asset for sales commissions related to performance obligations with an expected period of benefit of more than one year. We apply the practical expedient to expense sales commissions when the amortization period would have been one year or less. Deferred commissions were ~~$21.0~~$26.0 million as of ~~September~~June 30, ~~2021,~~2022, of which ~~$15.3~~$18.9 million is included in other assets and ~~$5.7~~$7.1 million is included in prepaid ~~expenses and other current assets.~~expenses. Sales commission expense is included in Sales and Marketing expense in the accompanying Consolidated Statements of Income. Amortization of sales commissions was ~~$1.4~~$1.9 million and ~~$0.8~~$1.2 million for the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and $3.7 million and ~~$2.2~~$2.3 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. NaN impairment losses were recognized during the periods.

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~~June 30, ~~2021,~~2022, our cash and cash equivalents were ~~$232.9~~$198.2 million and ~~$13.5~~$15.6 million, respectively. We had neither short-term investments nor long-term investments at ~~September~~June 30, ~~2021.~~2022. Cash equivalents consist of highly liquid money market funds. For money market funds, we use quoted prices from active markets that are classified at Level 1, the highest level of observable input in the disclosure hierarchy framework. We had 0 investments classified at Level 2 or Level 3 at ~~September~~June 30, ~~2021.~~2022.

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~~June 30, ~~2021~~2022 (in thousands):

Aggregate future minimum lease payments under noncancelable operating leases as of ~~September~~June 30, ~~2021~~2022 are as follows (in thousands):

Year Ending December 31,
2021 (excluding the nine months ended September 30, 2021)	$	1,932
2022		7,126
2022 (excluding the three months ended March 31, 2022)				$	3,509
2023		6,969			6,982
2024		6,385			6,196
2025		5,588			5,409
2026					2,560
Thereafter		7,686			4,618
Total minimum payments required		35,686			29,274
Less short-term leases		-			(75	)
Less imputed interest		(5,197	)		(3,690	)
Total operating lease liabilities	$	30,489		$	25,509

The total lease cost for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 was ~~$2.0~~$1.9 million and ~~$6.0~~$3.9 million, respectively. Total lease cost for the three months ended ~~September~~June 30, 2022 consisted of $1.8 million of operating lease costs, and $0.1 million of short-term lease costs. For the six months ended June 30, 2022, total lease cost consisted of $3.7 million of operating lease costs, and $0.2 of short-term lease costs.

Total lease cost for the three and six months ended June 30, 2021 was $2.0 million and $4.0 million, respectively. Total lease cost for the three months ended June 30, 2021 consisted of $1.9 million of operating lease costs, and $0.1 million of short-term lease costs. For the ~~nine~~six months ended ~~September~~June 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$3.8 million of operating lease cost, and ~~$0.3~~$0.2 million of short-term lease costs.

Our variable lease costs for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 were immaterial.

Weighted average remaining lease term	5.3 years				4.7
Weighted average discount rate		3	%		2	%
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		$	3,723

We granted ~~123,245~~23,923 and ~~632~~52,237 restricted stock units (RSUs) during the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and granted ~~500,073~~677,129 and ~~533,099~~376,828 RSUs during the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. Equity-based compensation expense related to RSUs was ~~$10.6~~$15.5 million and ~~$9.0~~$10.7 million during the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and ~~$31.3~~$29.7 million and ~~$24.1~~$20.8 million during the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively.

We present below a summary of changes during the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 in our unvested units of restricted stock:

Our effective tax rate was ~~13.5%~~22.0% and ~~26.8%~~22.9% for the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and ~~16.1%~~17.2% and ~~22.7%~~17.8% for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. The decrease in the effective tax rate for three ~~and nine~~ months ended ~~September~~June 30, ~~2021 and 2020~~2022 is due to a settlement of a tax contingency reserve, offset by a decrease in excess tax benefits on restricted stock vesting as a percentage of pretax income. The decrease in the effective tax rate for the six months ended June 30, 2022 is due to ~~statute~~the same settlement of ~~limitations expiry~~a tax contingency reserve offset by a decrease of excess tax benefits on ~~tax reserves, foreign jurisdiction business incentives, true-up of prior year provisional tax estimates, and income earned in lower tax jurisdictions.~~restricted stock vesting.

We apply the provisions for income taxes related to, among other things, accounting for uncertain tax positions and disclosure requirements in accordance with Accounting Standards Classification (ASC) 740, Income Taxes. For the three months ended ~~September~~June 30, ~~2021, there were material changes to~~2022, our uncertain tax positions decreased by $0.7 million due to ~~statute of limitations expiry for periods that were extended as part~~settlement of a ~~transfer pricing advance pricing agreement process since completed.~~tax contingency. There has been no change to our policy that recognizes potential interest and penalties related to uncertain tax positions within our global operations in income tax expense.

We conduct business globally and, as a result, file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. In the normal course of business, Manhattan is subject to examination by taxing authorities throughout the world. We are no longer subject to the U.S. federal, substantially all state and local income tax examinations and substantially all non-U.S. income tax examinations for years before 2010.

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

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

In the following table, we present a reconciliation of earnings per share and the shares used in the computation of earnings per share for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 (in thousands, except per share data):

	Three Months Ended September 30,					Nine Months Ended September 30,						Three Months Ended June 30,				Six Months Ended June 30,
	2021			2020		2021			2020			2022		2021		2022		2021
	(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	$	36,654		$	24,966	$	89,890		$	66,700		$	30,825	$	30,593	$	61,417	$	53,236
Earnings per share:
Basic	$	0.58		$	0.39	$	1.42		$	1.05		$	0.49	$	0.48	$	0.97	$	0.84
Effect of CESs		(0.01	)		-		(0.02	)		(0.01	)		-	-			-		(0.01	)
Diluted	$	0.57		$	0.39	$	1.40		$	1.04		$	0.49	$	0.48	$	0.97	$	0.83

Weighted average number of shares:
Basic		63,363			63,524		63,514			63,541			62,954		63,537		63,083		63,591
Effect of CESs		875			903		825			757			465		739		561		780
Diluted		64,238			64,427		64,339			64,298			63,419		64,276		63,644		64,371

The number of anti-dilutive CESs during the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 was immaterial.

From time to time, we may be involved in litigation relating to claims arising out of the ordinary course of business, and occasionally legal proceedings not in the ordinary course. Many of our installations involve products that are critical to the operations of our clients’ businesses. Any failure in one of our products could result in a claim for substantial damages against us, regardless of

our responsibility for such failure. Although we attempt to limit contractually our liability for damages arising from product failures or negligent acts or omissions, there can be no assurance that the limitations of liability set forth in our contracts will be enforceable in all instances. We are not currently a party to any legal proceedings in the ordinary course of business or other legal proceedings the result of which we believe is likely to have a material adverse impact on our business, financial position, results of operations, or cash flows. We expense legal costs associated with loss contingencies as such legal costs are incurred.

We manage our business by geographic region and have 3 geographic reportable segments: North 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 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. 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 ~~$1.5~~$1.9 million and ~~$1.0~~$1.3 million for the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and $4.4 million and ~~$2.5~~$2.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, respectively, are included in 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 geography-based costs consist of costs for professional services personnel, direct sales and marketing expenses, infrastructure costs to support the employee and customer base, billing and financial systems, management and general and administrative support. Certain corporate expenses included in the Americas segment are not charged to the other 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. Costs in the Americas segment include all research and development costs, including the costs associated with our operations in India.

In accordance with the segment reporting topic of the FASB Accounting Standards Codification, we present below certain financial information by reportable segment for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 (in thousands):

	Three Months Ended September 30,																Three Months Ended June 30,
	2021								2020								2022								2021
	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	$	36,184	$	4,947	$	1,072	$	42,203	$	24,654	$	3,187	$	754	$	28,595
Software license		7,065		1,024		372		8,461		11,468		1,048		717		13,233		3,459		1,262		404		5,125		7,421		842		560		8,823
Maintenance		26,551		5,639		2,289		34,479		29,164		5,630		2,511		37,305		29,126		4,738		2,129		35,993		29,213		6,208		2,311		37,732
Services		68,421		16,521		3,230		88,172		57,789		12,546		3,135		73,470		75,608		20,624		4,709		100,941		64,790		16,922		2,991		84,703
Hardware		5,841		36		-		5,877		4,635		50		-		4,685		7,619		43		-		7,662		6,230		31		-		6,261
Total revenue		135,233		27,402		6,550		169,185		121,168		21,721		6,868		149,757		151,996		31,614		8,314		191,924		132,308		27,190		6,616		166,114

Costs and Expenses:
Cost of revenue		55,213		13,185		3,105		71,503		49,300		12,497		3,402		65,199		67,062		17,700		3,884		88,646		53,105		14,252		3,271		70,628
Operating expenses		48,594		3,554		1,209		53,357		42,634		3,696		1,059		47,389		58,863		4,331		1,085		64,279		48,763		4,104		1,178		54,045
Depreciation and amortization		1,699		178		40		1,917		1,938		209		46		2,193		1,564		160		22		1,746		1,850		191		43		2,084
Total costs and expenses		105,506		16,917		4,354		126,777		93,872		16,402		4,507		114,781		127,489		22,191		4,991		154,671		103,718		18,547		4,492		126,757
Operating income	$	29,727	$	10,485	$	2,196	$	42,408	$	27,296	$	5,319	$	2,361	$	34,976	$	24,507	$	9,423	$	3,323	$	37,253	$	28,590	$	8,643	$	2,124	$	39,357

																	Six Months Ended June 30,
																	2022								2021
																	Americas		EMEA		APAC		Consolidated		Americas		EMEA		APAC		Consolidated
Revenue:
Cloud subscriptions																	$	67,613	$	9,849	$	2,038	$	79,500	$	47,143	$	6,765	$	1,330	$	55,238
Software license																		7,461		5,261		761		13,483		11,581		3,994		1,086		16,661
Maintenance																		57,083		9,631		4,581		71,295		57,449		11,770		4,672		73,891
Services																		143,727		38,933		8,199		190,859		126,970		32,961		5,131		165,062
Hardware																		15,652		91		-		15,743		11,978		134		-		12,112
Total revenue																		291,536		63,765		15,579		370,880		255,121		55,624		12,219		322,964

Costs and Expenses:
Cost of revenue																		129,805		34,435		7,833		172,073		108,412		29,676		6,605		144,693
Operating expenses																		112,704		9,068		2,317		124,089		98,268		8,538		2,464		109,270
Depreciation and amortization																		3,127		322		44		3,493		3,735		393		91		4,219
Total costs and expenses																		245,636		43,825		10,194		299,655		210,415		38,607		9,160		258,182
Operating income																	$	45,900	$	19,940	$	5,385	$	71,225	$	44,706	$	17,017	$	3,059	$	64,782

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 ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. The majority of our software license revenue relates to our warehouse management product group (over 80%) for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022.

At ~~September~~June 30, ~~2021,~~2022, total assets for the Americas, EMEA and APAC segments were ~~$448.3~~$439.2 million, ~~$52.2~~$57.8 million and ~~$13.8~~$17.3 million, respectively.

The following discussion should be read in conjunction with the condensed consolidated financial statements for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, 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, ~~2020.~~2021. 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 and consolidated subsidiaries.

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

Our business model is singularly focused on the development and implementation of complex commerce enablement software solutions that are designed to optimize supply chains, and retail store operations including point of sale effectiveness and efficiency for our customers.

In the three and ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, we generated ~~$169.2~~$191.9 million and ~~$492.1~~$370.9 million in total revenue, respectively. The revenue mix for the three months ended ~~September~~June 30, ~~2021~~2022 was: cloud subscriptions ~~19%~~22%; software license 5%3%; maintenance ~~20%~~19%; services 52%; and hardware 4%. The revenue mix for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 was: cloud subscriptions ~~18%~~21%; software license 5%4%; maintenance ~~22%~~19%; services ~~51%~~52%; and hardware 4%.

We have three geographic reportable segments: North 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 ~~$49.1~~$59.4 million and ~~$146.8 million~~$115.9 for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, respectively, which represents approximately ~~29% and 30%~~31% of our total revenue for ~~the~~both three and ~~nine~~six months ended ~~September~~June 30, ~~2021, respectively.~~2022. International revenue includes all revenue derived from sales to customers outside the United States. At ~~September~~June 30, ~~2021,~~2022, we employed approximately ~~3,500~~3,860 employees 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”)~~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~~half of ~~2021~~2022 exceeded our expectations due to solid demand for our cloud solutions. Our solutions are mission critical, supporting complex global supply chains. ~~Favorable~~We believe that 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~~We believe that 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~~hybrid 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~~adopts 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~~cloud 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 the fifth 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%~~over 95% of our pipeline representing cloud solutions. Cloud solutions are our fastest growing revenue line and represents ~~78%~~85% of total software revenue in the first ~~nine months~~half of ~~2021.~~2022. We believe the ~~growth~~ reduction in license and maintenance revenue in favor of our ~~cloud-based~~cloud 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~~six months ended ~~September~~June 30, ~~2021,~~2022, both approximately ~~71% and 70%~~69% of our total revenue was generated in the United States, ~~respectively,~~ 16% and 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 North America and Western Europe; consequently, the health of the U.S. and the Western European economies 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 a part of our customers’ and prospects’ much larger capital commitment associated with facilities expansion and business improvement. We believe that, given the mission critical nature of our software, combined with a challenging global macro environment, ~~including the COVID-19 pandemic and geopolitical uncertainty, the~~our current sales cycles for large cloud subscriptions ~~and, to a lesser degree, license sales of $1.0 million or greater~~ in our target markets could be extended. While demand for our solutions is solid, the current business climate within the United States and geographic regions in which we operate 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.~~

While we are encouraged by our results, we ~~along with many of our customers, still~~ remain cautious regarding the pace of global economic growth. We believe global geopolitical and economic volatility ~~associated with the pandemic~~ likely will continue to shape customers’ and prospects’ enterprise software buying decisions.

Cloud Subscriptions and Software License Revenue. Cloud subscriptions revenue and remaining performance obligation (“RPO”) growth are the leading indicators of our business performance, primarily derived from cloud native subscription fees that customers pay for ~~supply chain~~our Unified Omnichannel Commerce and Digital Supply Chain solutions. Since we announced our transition to becoming a cloud-first company in 2017 with our launch of Manhattan Active^TM 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 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~~six months ended ~~September~~June 30, ~~2021,~~2022, cloud subscriptions revenue was ~~78%~~85% of total cloud and software license revenue. ~~Going forward, we expect~~RPO increased 84% over prior year on strong demand. As of June 30, 2022, approximately $897.7 million of revenue, over 97% of which is cloud ~~revenue~~native subscriptions, is expected to ~~increase as~~be recognized from RPO with a ~~percentage of total software and cloud~~non-cancelable term greater than 1 year (including deferred revenue as ~~market demand for cloud solutions is supplanting legacy perpetual license demand.~~well as amounts that will be invoiced and recognized as revenue in future periods).

In the three months ended ~~September~~June 30, ~~2021,~~2022, cloud subscriptions revenue totaled ~~$32.2~~$42.2 million or ~~19%~~22% of total revenues. In the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, cloud subscriptions revenue totaled ~~$87.4~~$79.5 million or ~~18%~~21% of total revenues.

The Americas, EMEA and APAC segments recognized ~~$27.3~~$36.2 million, ~~$4.2~~$4.9 million and ~~$0.7~~$1.1 million in cloud subscriptions revenue, respectively, in the three months ended ~~September~~June 30, ~~2021.~~2022. The Americas, EMEA and APAC segments recognized ~~$74.5~~$67.6 million, ~~$10.9~~$9.9 million and $2.0 million in cloud subscriptions revenue, respectively, in the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. Cloud subscriptions revenue is recognized ratably over the term of the agreement, typically ~~36 to 60 months. In the three~~five years and nine months ended September 30, 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 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.~~

more. Cloud ~~subscriptions and software license~~subscription revenue growth ~~are~~is influenced by the strength of general economic and business conditions and the competitive position of our software products. These revenues generally have long sales cycles. In ~~addition,~~ the ~~timing~~three and six months ended June 30, 2022, the percentage mix of new to existing customers for the ~~closing~~combination of ~~a few large~~ software license ~~transactions can have a material impact on our~~and cloud subscriptions sales was approximately 49/51 and 53/47, respectively.

In the three months ended June 30, 2022, software license ~~revenues, operating profit, operating margins~~revenue totaled $5.1 million, or 3% of total revenue. In the six months ended June 30, 2022, software license revenue totaled $13.5 million or 4% of total revenue. Software license revenue recognized by the Americas, EMEA, and ~~earnings per share. For example, $0.7~~APAC segments totaled $3.5 million, ~~of either pre-tax profit or expense~~$1.2 million, and$0.4 million, respectively, in the ~~third quarter of 2021 equates to approximately one cent of diluted earnings per share impact.~~three months ended June 30, 2022. Software license revenue recognized by the Americas, EMEA, and APAC segments totaled $7.4 million, $5.3 million, and$0.8 million, respectively, in the six months ended June 30, 2022.

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

Maintenance Revenue. Our maintenance revenue for the three months ended ~~September~~June 30, ~~2021~~2022 totaled ~~$34.5~~$36.0 million, or ~~20%~~19% of total revenue. For the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, maintenance revenue totaled ~~$108.4~~$71.3 million or ~~22%~~19% of total revenue. The Americas, EMEA and APAC segments recognized ~~$26.6~~$29.1 million, ~~$5.6~~$4.8 million, and ~~$2.3~~$2.1 million in maintenance revenue, respectively, in the three months ended ~~September~~June 30, ~~2021.~~2022. For the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, maintenance revenue recognized by the Americas, EMEA, and APAC segments totaled ~~$84.0~~$57.1 million, ~~$17.4~~$9.6 million and ~~$7.0~~$4.6 million, respectively. For maintenance, we offer a comprehensive 24 hours per day, 365 days per year program that provides our perpetual software license 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~~June 30, ~~2021,~~2022, our services revenue totaled ~~$88.2~~$100.9 million, or 52% of total revenue. The Americas, EMEA and APAC segments recognized ~~$68.4~~$75.6 million, ~~$16.6~~$20.6 million and ~~$3.2~~$4.7 million in services revenue, respectively, in the three months ended ~~September~~June 30, ~~2021.~~2022. In the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, our services revenue

totaled ~~$253.2~~$190.9 million, or ~~51%~~52% of total revenue. The Americas, EMEA and APAC segments recognized ~~$195.4~~$143.8 million, ~~$49.4~~$38.9 million and ~~$8.4~~$8.2 million in services revenue, respectively, in the ~~nine~~six months ended ~~September~~June 30, 2021. Due to our large services revenue mix as a percentage of total revenue, our consolidated operating margin profile may be lower than those of our competitors, and while we believe our services margins are strong, they may impact our operating margin profile.2022.

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 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~~sales 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.~~

Hardware Revenue. Our hardware revenue, which we recognize net of related costs, totaled ~~$5.9~~$7.7 million in the three months ended ~~September~~June 30, ~~2021~~2022 representing 4% of total revenue. For the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, hardware revenue totaled ~~$18.0~~$15.7 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 discount prices. We generally purchase hardware from our vendors only after receiving an order from a customer. As a result, we do not maintain hardware inventory.

We continue to invest significantly in research and development (R&D) to provide leading Unified Omnichannel Commerce and Digital Supply Chain solutions ~~that help~~to enable global retailers, manufacturers, wholesalers, distributors, and logistics providers to 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~~points of sale. Our R&D expenses were ~~$23.4~~$27.9 million and ~~$70.8~~$55.4 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021, respectively.~~2022.

We expect to continue to focus our R&D resources on the development and enhancement of our core supply chain, inventory optimization, omnichannel and point of sale software solutions. We offer what we believe to be the broadest solutions portfolio in the supply chain solutions marketplace, ~~to address~~addressing all aspects of inventory optimization, transportation management, distribution management, planning, and omnichannel operations including order management, store inventory & fulfillment, call center and ~~point of sale.~~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 in 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~~six months ended ~~September~~June 30, ~~2021,~~2022, we generated cash flow from operating activities of ~~$59.7~~$52.7 million and ~~$145.1~~$84.5 million, respectively. Our cash and cash equivalents at ~~September~~June 30, ~~2021~~2022 totaled ~~$246.4~~$213.8 million, with no debt on our balance sheet. We currently have no credit facilities. Our primary uses of cash have been for funding investments in R&D in our Unified Omnichannel Commerce and ~~across our enterprise in transition to becoming a cloud-first company~~Digital Supply Chain solutions to drive revenue and earnings growth.

~~During~~ In addition, during the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, we repurchased ~~580,826 shares~~approximately $100.1 million of Manhattan Associates’ outstanding common stock ~~for approximately $79.9 million~~ under the share repurchase program approved by our Board of Directors. In ~~October 2021,~~July 2022, our Board of Directors approved raising the Company’s remaining share repurchase authority to an aggregate of ~~$50.0~~$75.0 million of our common stock.

For the remainder of ~~2021,~~2022, our priorities for use of cash will continue to be investments in ~~product development~~our Unified Omnichannel Commerce and Digital Supply Chain solutions. We also will prioritize capital allocation in our ~~business supporting the transition~~global teams to ~~cloud. We expect to continue to evaluate acquisition opportunities that are complementary to our product footprint~~fund growth, and ~~technology direction. We also expect to continue to weigh our~~ share ~~repurchase options against cash for acquisitions and investing in the business.~~repurchases. We do not anticipate any borrowing requirements ~~for the remainder of 2021~~in 2022 for general corporate purposes.

In the following table, we present a summary of our consolidated results for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020.~~2021.

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 geography-based expenses include costs of personnel, direct sales, marketing expenses, and general and administrative costs to support the business. There are certain corporate expenses included in the Americas segment that we do not charge to the other segments, including 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 costs are all R&D costs, including the costs associated with our operations in India. During the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, we derived the majority of our revenues from sales to customers within our Americas segment. In the following table, we present a summary of revenue and operating income by segment:

Three Months Ended September 30,

Nine Months Ended September 30,

2021

2020

% Change vs.
Prior Year

2021

2020

% Change vs.
Prior Year

Revenue:

(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

7,065

11,468

-38
%

18,646

23,771

-22
%
EMEA

1,024

1,048

-2
%

5,018

2,487

102
%
APAC

372

717

-48
%

1,458

2,391

-39
%
Total software license

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

68,421

57,789

18
%

195,391

180,227

8
%
EMEA

16,521

12,546

32
%

49,482

42,906

15
%
APAC

3,230

3,135

3
%

8,361

9,521

-12
%
Total services

88,172

73,470

20
%

253,234

232,654

9
%

Hardware

Americas

5,841

4,635

26
%

17,819

12,149

47
%
EMEA

36

50

-28
%

170

61

179
%
APAC

-

-

-

-

3

-100
%
Total hardware and other

5,877

4,685

25
%

17,989

12,213

47
%

Total Revenue

Americas

135,233

121,168

12
%

390,354

351,682

11
%
EMEA

27,402

21,721

26
%

83,026

67,592

23
%
APAC

6,550

6,868

-5
%

18,769

20,016

-6
%
Total revenue

$
169,185

$
149,757

13
%

$
492,149

$
439,290

12
%

Operating income:

Americas

29,727

27,296

9
%

74,433

62,562

19
%
EMEA

10,485

5,319

97
%

27,502

17,147

60
%
APAC

2,196

2,361

-7
%

5,255

6,155

-15
%
Total operating income

$
42,408

$
34,976

21
%

$
107,190

$
85,864

25
%

	Three Months Ended June 30,							Six Months Ended June 30,
	2022		2021		% Change vs. Prior Year			2022		2021		% Change vs. Prior Year
Revenue:	(in thousands)							(in thousands)
Cloud subscriptions
Americas		36,184		24,654		47	%		67,613		47,143		43	%
EMEA		4,947		3,187		55	%		9,849		6,765		46	%
APAC		1,072		754		42	%		2,038		1,330		53	%
Total cloud subscriptions		42,203		28,595		48	%		79,500		55,238		44	%

Software license
Americas		3,459		7,421		-53	%		7,461		11,581		-36	%
EMEA		1,262		842		50	%		5,261		3,994		32	%
APAC		404		560		-28	%		761		1,086		-30	%
Total software license		5,125		8,823		-42	%		13,483		16,661		-19	%

Maintenance
Americas		29,126		29,213		0	%		57,083		57,449		-1	%
EMEA		4,738		6,208		-24	%		9,631		11,770		-18	%
APAC		2,129		2,311		-8	%		4,581		4,672		-2	%
Total maintenance		35,993		37,732		-5	%		71,295		73,891		-4	%

Services
Americas		75,608		64,790		17	%		143,727		126,970		13	%
EMEA		20,624		16,922		22	%		38,933		32,961		18	%
APAC		4,709		2,991		57	%		8,199		5,131		60	%
Total services		100,941		84,703		19	%		190,859		165,062		16	%

Hardware
Americas		7,619		6,230		22	%		15,652		11,978		31	%
EMEA		43		31		39	%		91		134		-32	%
APAC		-		-		#DIV/0	!		-		-		#DIV/0	!
Total hardware and other		7,662		6,261		22	%		15,743		12,112		30	%

Total Revenue
Americas		151,996		132,308		15	%		291,536		255,121		14	%
EMEA		31,614		27,190		16	%		63,765		55,624		15	%
APAC		8,314		6,616		26	%		15,579		12,219		27	%
Total revenue	$	191,924	$	166,114		16	%	$	370,880	$	322,964		15	%

Operating income:
Americas		24,507		28,590		-14	%		45,900		44,706		3	%
EMEA		9,423		8,643		9	%		19,940		17,017		17	%
APAC		3,323		2,124		56	%		5,385		3,059		76	%
Total operating income	$	37,253	$	39,357		-5	%	$	71,225	$	64,782		10	%

Below we discuss our consolidated results of operations for the ~~third~~second quarters of ~~2021~~2022 and ~~2020.~~2021.

	Three Months Ended September 30,													Three Months Ended June 30,
					% Change vs.			% of Total Revenue										% Change vs.			% of Total Revenue
	2021		2020		Prior Year			2021			2020			2022		2021		Prior Year			2022			2021
	(in thousands)													(in thousands)

Cloud subscriptions	$	32,196	$	21,064		53	%		19	%		14	%	$	42,203	$	28,595		48	%		22	%		17	%
Software license		8,461		13,233		-36	%		5	%		9	%		5,125		8,823		-42	%		3	%		5	%
Maintenance		34,479		37,305		-8	%		20	%		25	%		35,993		37,732		-5	%		19	%		23	%
Services		88,172		73,470		20	%		52	%		49	%		100,941		84,703		19	%		52	%		51	%
Hardware		5,877		4,685		25	%		4	%		3	%		7,662		6,261		22	%		4	%		4	%
Total revenue	$	169,185	$	149,757		13	%		100	%		100	%	$	191,924	$	166,114		16	%		100	%		100	%

Cloud Subscriptions Revenue. In ~~2017, we released Manhattan Active™ Solutions accelerating our business transition to cloud subscriptions. In~~ the ~~third~~second quarter of ~~2021,~~2022, cloud subscriptions revenue increased ~~$11.1~~$13.6 million compared to the same quarter in the prior year, as customer demand for our SaaS offerings ~~is outpacing~~continued to outpace traditional perpetual license solutions. Our customers ~~increasingly prefer~~have demonstrated a clear preference for cloud-based solutions, including existing customers that are migrating from on-premise to cloud-based offerings. Cloud subscriptions revenue for the Americas, EMEA and APAC segments increased ~~$9.2~~$11.5 million, ~~$1.7~~$1.8 million and ~~$0.2~~$0.3 million in the ~~third~~second quarter of ~~2021,~~2022, respectively.

Software License Revenue. Software license revenue decreased ~~$4.8~~$3.7 million in the ~~third~~second quarter of ~~2021~~2022 compared to the same quarter in the prior ~~year.~~year on strong market preference for our cloud-native solutions. License revenue for the Americas ~~EMEA~~ and APAC segments decreased ~~$4.4 million, $0.1~~$4.0 million and ~~$0.3~~$0.2 million in the ~~third~~first quarter of ~~2021,~~2022, respectively, while the EMEA segment increased $0.4 million.

The perpetual license sales percentage mix across our product suite in the ~~third~~second quarter ended ~~September~~June 30, ~~2021~~2022 was over ~~80%~~70% warehouse management solutions.

Maintenance Revenue. Maintenance revenue decreased ~~$2.8~~$1.7 million in the ~~third~~second quarter of ~~2021~~2022 compared to the same quarter in the prior year. Maintenance revenue for the Americas, EMEA and APAC segments decreased ~~$2.6~~$0.1 million, $1.4 million and $0.2 million in the ~~third~~second quarter of ~~2021 respectively, while maintenance revenue for EMEA was in line with the same quarter in the prior year.~~2022, respectively.

Services Revenue. Services revenue increased ~~$14.7~~$16.2 million in the ~~third~~second quarter of ~~2021~~2022 compared to the same quarter in the prior year. Services revenue for the Americas, EMEA and APAC segments increased ~~$10.6~~$10.8 million, ~~$4.0~~$3.7 million, and ~~$0.1~~$1.7 million, respectively, compared to the same quarter in the prior year.

Hardware Revenue. Hardware sales increased ~~$1.2~~$1.4 million in the ~~third~~second quarter of ~~2021~~2022 compared to the same quarter in the prior year. The majority of our hardware revenue is derived from our Americas segment. Sales of hardware is largely dependent upon customer-specific desires, which fluctuate.

	Three Months Ended September 30,							Three Months Ended June 30,
	2021		2020		% Change vs. Prior Year			2022		2021		% Change vs. Prior Year
Cost of software license	$	690	$	527		31	%	$	880	$	556		58	%
Cost of cloud subscriptions, maintenance and services		70,813		64,672		9	%		87,766		70,072		25	%
Total cost of revenue	$	71,503	$	65,199		10	%	$	88,646	$	70,628		26	%

Cost of Software License. Cost of software license consists of the costs associated with software reproduction; media, packaging and delivery; documentation, and other related costs; and royalties on third-party software sold with or as part of our products. Cost of software license increased ~~by$0.2~~by $0.3 million in the ~~third~~second quarter of ~~2021~~2022 compared with the same quarter in the prior year.

Cost of Cloud Subscriptions, Maintenance and Services. Costs of cloud subscriptions, maintenance and services consist primarily of salaries and other personnel-related expenses of employees dedicated to cloud subscriptions; maintenance services; and professional and technical services as well as hosting fees. The ~~$6.1~~$17.7 million increase in the quarter ended ~~September~~June 30, ~~2021~~2022 compared to the same quarter in the prior year was principally due to a ~~$3.4~~$12.8 million increase in compensation and other personnel-related expenses, a $1.8 million increase in travel expenses, a $1.4 million increase in computer infrastructure costs, and a ~~$1.8~~$1.1 million increase in performance-based compensation ~~and a $1.1 million increase in travel expenses.~~.

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

For each of the quarters ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, 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~~June 30, ~~2021~~2022 increased by ~~$2.9~~$4.7 million, compared to the same quarter of ~~2020~~2021 principally due to a ~~$2.3~~$4.2 million increase in compensation and other personnel-related ~~expenses and a $0.8 million increase in the computer infrastructure costs.~~expenses.

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 increased ~~$2.7~~$4.0 million in the quarter ended ~~September~~June 30, ~~2021~~2022 compared to the same quarter in the prior year primarily due to a ~~$1.6~~$1.9 million increase in marketing and campaign programs, a $1.2 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~~compensation and ~~campaign programs.~~other personnel-related expenses.

General and 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. G&A expenses increased ~~$0.4~~$1.5 million, in the current year quarter compared to the same quarter in the prior ~~year.~~year, primarily due to a $1.2 million increase in compensation and other personnel-related expenses.

Depreciation and Amortization. Depreciation and amortization of intangibles and software expense for the ~~third~~second quarter of 2022 and 2021 ~~and 2020~~ was ~~$1.9~~$1.7 million and ~~$2.2~~$2.1 million, respectively. Acquisition expense was fully amortized by the first quarter of 2022. Amortization of ~~acquisitions~~acquisition expense for the ~~third~~second quarter of 2021 ~~and 2020~~ was immaterial.

Operating income in the ~~third~~second quarter of ~~2021~~2022 was ~~$42.4~~$37.3 million compared to ~~$35.0~~$39.4 million in the same quarter in the prior year. Operating margin was ~~25.1%~~19.4% for the ~~third~~second quarter of ~~2021~~2022 versus ~~23.4%~~23.7% for the same quarter in the prior year. Operating income and ~~operating~~ margin ~~increased~~decreased primarily due to ~~increased~~our commitment to strategically invest in a business as a cloud ~~subscriptions~~first company focused on delivering long-term sustainable growth and earnings leverage. As a result, we are investing significantly in R&D to deliver new innovation, cloud operations headcount, infrastructure and technology to support our ability to scale our cloud business to achieve our growth objectives. In addition, our innovation releases have fueled strong demand for our global consulting services, ~~revenues~~and we are actively hiring to fulfill customer demand, which pressures operating income and margins until new resources ramp to full utilization..

	Three Months Ended September 30,									Three Months Ended June 30,
	2021			2020			% Change vs. Prior Year			2022		2021		% Change vs. Prior Year

Other loss, net	$	(42	)	$	(891	)		-95	%
Other income, net										$	2,243	$	306		633	%
Income tax provision		5,712			9,119			-37	%		8,671		9,070		-4	%

Other ~~loss,~~income, net. Other ~~loss,~~income, net primarily includes interest income, foreign currency gains and losses, and other non-operating expenses. Other ~~loss,~~income (loss), net increased ~~$0.8~~$1.9 million in the ~~third~~second quarter of ~~2021~~2022 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 the U.S. dollar relative to other foreign currencies, primarily the Indian Rupee. ~~The~~We recorded net foreign currency ~~loss was immaterial and $0.9~~gains of $2.1 million in the ~~third~~second quarter of ~~2021~~2022 and ~~2020, respectively.~~net foreign currency gains of $0.3 million in the same quarter in the prior year.

Income tax provision. Our effective income tax rate was ~~13.5%~~22.0% and ~~26.8%~~22.9% for the quarters ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. The decrease in the effective tax rate for the three months ended ~~September~~June 30, ~~2021~~2022 is due to ~~statute~~a settlement of ~~limitations expiry~~a tax contingency reserve, offset by a decrease in excess tax benefits on ~~tax reserves, foreign jurisdiction business incentives, true-up~~restricted stock vesting as a percentage of ~~prior year provisional tax estimates, and income earned in lower tax jurisdictions.~~pretax income.

Condensed Consolidated Financial Summary – First ~~Nine~~Six Months of ~~2021~~2022

Below we discuss our consolidated results of operations for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020.~~2021.

	Nine Months Ended September 30,													Six Months Ended June 30,
					% Change vs.			% of Total Revenue										% Change vs.			% of Total Revenue
	2021		2020		Prior Year			2021			2020			2022		2021		Prior Year			2022			2021
	(in thousands)													(in thousands)

Cloud subscriptions	$	87,434	$	56,827		54	%		18	%		13	%	$	79,500	$	55,238		44	%		21	%		17	%
Software license		25,122		28,649		-12	%		5	%		6	%		13,483		16,661		-19	%		4	%		5	%
Maintenance		108,370		108,947		-1	%		22	%		25	%		71,295		73,891		-4	%		19	%		23	%
Services		253,234		232,654		9	%		51	%		53	%		190,859		165,062		16	%		52	%		51	%
Hardware		17,989		12,213		47	%		4	%		3	%		15,743		12,112		30	%		4	%		4	%
Total revenue	$	492,149	$	439,290		12	%		100	%		100	%	$	370,880	$	322,964		15	%		100	%		100	%

Cloud Subscription Revenue. ~~Due to the release of Manhattan Active™ Solutions, cloud~~Cloud subscriptions revenue increased ~~$30.6~~$24.3 million in the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 compared to the same period in the prior year, as customers ~~began~~continued to purchase our SaaS offerings rather than a traditional perpetual license. Our customers ~~increasingly prefer~~have demonstrated a clear preference for cloud-based solutions, including existing customers that are migrating from on-premise to cloud-based offerings. Cloud subscriptions revenue for the Americas, EMEA and APAC segments increased ~~$24.8~~$20.5 million, ~~$5.2~~$3.1 million and ~~$0.6~~$0.7 million, respectively, in the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022.

Software License Revenue. Software license revenue decreased ~~$3.5~~$3.2 million in the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 compared to the same period in the prior ~~year.~~year on strong market preference for our cloud-native solutions. Our license revenue performance depends on the number and relative value of large deals we close in the period. License revenue for the ~~EMEA segment increased $2.5~~Americas and APAC segments decreased $4.1 million and $0.3 million in the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, respectively, while license revenue for the ~~Americas and APAC segments decreased $5.1 million and $0.9 million, respectively.~~EMEA segment increased $1.3 million.

The license sales percentage mix across our product suite in the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 was over 80% warehouse management solutions.

Maintenance Revenue. Maintenance revenue decreased ~~$0.6~~$2.6 million in the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 compared to the same period in the prior year. Maintenance revenue for the Americas, ~~segment~~EMEA and APAC segments decreased ~~$1.8~~$0.4 million, $2.1 million and $0.1 million, respectively, in the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 compared to the same period in the prior ~~year, while maintenance revenue for the EMEA and APAC segments increased $1.0 million and $0.2 million respectively.~~year.

Services Revenue. Services revenue increased ~~$20.6~~$25.8 million in the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 compared to the same period in the prior year. Services revenue for the Americas, EMEA and ~~EMEA~~APAC segments increased ~~$15.2~~$16.8 million, $6.0 million and ~~$6.6~~$3.1 million ~~respectively,~~ in the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022, respectively, compared with the same period in the prior ~~year, while service revenue for the APAC segment decreased $1.2 million.~~year.

Hardware Revenue. Hardware sales increased ~~$5.8~~$3.6 million in the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 compared to the same period in the prior year. The majority of our hardware revenue is derived from our Americas segment. Sales of hardware is largely dependent upon customer-specific desires, which fluctuate.

	Nine Months Ended September 30,							Six Months Ended June 30,
	2021		2020		% Change vs. Prior Year			2022		2021		% Change vs. Prior Year


Cost of software license	$	1,802	$	1,673		8	%	$	1,282	$	1,112		15	%
Cost of cloud subscriptions, maintenance and services		214,394		201,382		6	%		170,791		143,581		19	%
Total cost of revenue	$	216,196	$	203,055		6	%	$	172,073	$	144,693		19	%

Cost of Software License. Cost of software license ~~was relatively flat~~slightly increased by $0.2 million in the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 compared with the same period in the prior year.

Cost of Cloud Subscriptions, Maintenance and Services. Costs of cloud subscriptions, maintenance and services consist primarily of salaries and other personnel-related expenses of employees dedicated to cloud operations; maintenance services; and professional and technical services as well as hosting fees. The ~~$13.0~~$27.2 million increase in the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 compared to the same period in the prior year was principally due to a ~~$11.5 million increase in performance-based compensation expense and a $6.6~~$21.6 million increase in compensation and other personnel-related expenses, ~~offset by~~ a ~~$2.7~~$2.8 million ~~decrease~~increase in travel expense, ~~and~~ a ~~$2.1~~$1.4 million ~~decrease~~increase in computer infrastructure ~~costs.~~costs, and a $0.6 million increase in performance-based compensation expense.

	Nine Months Ended September 30,							Six Months Ended June 30,
	2021		2020		% Change vs. Prior Year			2022		2021		% Change vs. Prior Year
	(in thousands)							(in thousands)

Research and development	$	70,845	$	63,713		11	%	$	55,379	$	47,473		17	%
Sales and marketing		41,203		34,196		20	%		32,139		27,146		18	%
General and administrative		50,579		45,666		11	%		36,571		34,651		6	%
Depreciation and amortization		6,136		6,796		-10	%		3,493		4,219		-17	%
Operating expenses	$	168,763	$	150,371		12	%	$	127,582	$	113,489		12	%

Research and Development. R&D expenses for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 increased ~~$7.1~~$7.9 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~~$7.5 million increase in compensation and other ~~personnel related~~personnel-related expenses. For the same reasons included in the quarterly R&D discussion above, no R&D costs were capitalized during the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020.~~2021.

Sales and Marketing. Sales and marketing expenses increased ~~$7.0~~$5.0 million in the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 compared to the same period in the prior year primarily due to a ~~$5.6~~$1.8 million increase in marketing and campaign programs, a $1.6 million increase in performance-based compensation expense and a ~~$1.9~~$1.1 million increase in compensation and other personnel related expenses.

General and Administrative. General and administrative expenses increased ~~$4.9~~$1.9 million in the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 compared to the same period in the prior year, primarily due to a ~~$3.0~~$1.9 million increase in compensation and other personnel related ~~expenses, and a $2.2 million increase performance-based compensation expense.~~expenses.

Depreciation and Amortization. Depreciation and amortization of intangibles and software expense for the ~~nine~~six months ended ~~September~~June 30, 2022 and 2021 ~~and 2020~~ was ~~$6.1~~$3.5 million and ~~$6.8~~$4.2 million, respectively. Acquisitions expense was fully amortized by the first quarter of 2022. Amortization of acquisitions expense for the ~~nine~~six months ended ~~September~~June 30, 2021 ~~and 2020~~ was immaterial.

Operating income for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 was ~~$107.2~~$71.2 million compared to ~~$85.9~~$64.8 million for the same period in the prior year. Operating margin was ~~21.8%~~19.2% the first ~~nine~~six months of ~~2021~~2022 versus ~~19.5%~~20.1% for the same period in the prior year. Operating income and operating margin ~~increased~~decreased primarily due to ~~increased~~our commitment to strategically invest in a business as a cloud ~~subscriptions,~~first company focused on delivering long-term sustainable growth and earnings leverage. As a result, we are investing significantly in R&D to deliver new innovation, cloud operations headcount, infrastructure and technology to support our ability to scale our cloud business to achieve our growth objectives. In addition, our innovation releases have fueled strong demand for our global consulting services, and ~~hardware revenues~~we are actively hiring to fulfill customer demand, which pressures operating income and margins until new resources ramp to full utilization..

	Nine Months Ended September 30,								Six Months Ended June 30,
	2021			2020		% Change vs. Prior Year			2022		2021		% Change vs. Prior Year

Other (loss) income, net	$	(29	)	$	371		-108	%
Other income, net									$	2,981	$	13		22831	%
Income tax provision		17,271			19,535		-12	%		12,789		11,559		11	%

Other ~~(loss)~~ income, net. Other ~~(loss)~~ income, net ~~decreased $0.4~~increased $3.0 million in the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 compared to the same period in the prior year primarily due to gains or losses on intercompany transactions denominated in foreign currencies with subsidiaries due to the fluctuation of the U.S. dollar relative to other foreign currencies, primarily the Indian Rupee. We recorded net

foreign currency gains of $2.8 million in the first six months of 2022, and an immaterial amount of net foreign currency gains in the first six months of 2021.

Income tax provision. Our effective income tax rate was ~~16.1%~~17.2% and ~~22.7%~~17.8% for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. The decrease in the effective tax rate for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 is due ~~to statue~~the settlement of ~~limitations~~

~~expiry~~a tax contingency reserve offset by a decrease of excess tax benefits on ~~tax reserves, foreign jurisdiction business incentives, true-up of prior year provisional tax estimates, and income earned in lower tax jurisdictions.~~restricted stock vesting.

During the first ~~nine~~six months of ~~2021,~~2022, we funded our business exclusively through cash generated from operations. Our cash and cash equivalents as of ~~September~~June 30, ~~2021~~2022 included ~~$207.3~~$172.0 million held in the U.S. and ~~$39.1~~$41.8 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, we would ~~no longer~~not be subject to additional U.S. income taxes on such earnings, ~~due to the enactment of the Tax Cuts and Jobs Act in December 2017,~~ but we could be subject to additional local withholding taxes.

Cash flow from operating activities totaled ~~$145.1~~$84.5 million and ~~$102.9~~$85.4 million in the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, 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 and income tax payments, and the timing of cash collections from our customers which is our primary source of operating cash flow. Cash flow from operating activities for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 ~~increased $42.2~~decreased $0.9 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 income.~~tax payments associated with the U.S. Tax Cuts and Jobs Act that requires capitalization of R&D costs for tax purposes beginning in 2022.

Cash flow used in investing activities totaled $2.2 million and ~~$1.9~~$1.2 million in the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. Our investing activities for both the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 consisted of capital spending to support company growth.

Financing activities used cash of ~~$100.2~~$127.8 million and ~~$43.5~~$79.5 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. The principal use of cash for financing activities in both periods was to purchase our common stock, including shares withheld for taxes due upon vesting of restricted stock. Repurchases of our common stock for the ~~nine~~six months ended ~~September~~June 30, 2022 and 2021 ~~and 2020~~ totaled ~~$100.2~~$127.8 million and ~~$43.5~~$79.5 million, respectively, including shares withheld for taxes of ~~$20.4~~$27.7 million and ~~$18.5~~$19.6 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 also enter into non-cancellable subscriptions in the ordinary course of business for internal software to support our operations. Our obligations, as of September 30, 2021, are approximately $12 million over the 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 products, and technologies. Any material acquisition could result in a decrease to our working capital depending on the amount, timing, and nature of the consideration to be paid. We believe that our existing cash 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. ~~With the continuing COVID-19 impact, we~~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 ~~2021,~~2022, we anticipate that our priorities for use of cash will be similar to prior years, with our first priority being continued investment in product development and profitably and investing in our business to extend our market leadership. We will continue to ~~evaluate acquisition opportunities that are complementary to our product footprint and technology direction. We will also continue to~~ weigh our share repurchase options against cash for acquisitions and investing in the business. We will also continue to evaluate acquisition opportunities that are complementary to our product footprint and technology direction. At this time, we do not anticipate any borrowing requirements for the remainder of ~~2021~~2022 for general corporate purposes.

Our principal commitments consist of multiple non-cancellable contracts for cloud infrastructure services and obligations under operating leases. As of June 30, 2022, our cloud infrastructure obligations are approximately $119.6 million over the next 5 years. We also enter into non-cancellable subscriptions in the ordinary course of business for internal software to support our operations. Our obligations, as of June 30, 2022, are approximately $19.0 million over the next 3 years. We expect to fulfill all these commitments from our working capital.

In the first ~~nine~~six months of ~~2021,~~2022, 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, ~~2020 other than the adoption of the ASU 2019-12, Income Taxes (Topic 740).~~2021.

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, 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,~~

“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:

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

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, ~~2020.~~2021.

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~~June 30, ~~2021,~~2022, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, including any corrective actions with regard to material weaknesses.

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. We are not currently a party to any legal proceeding the result of which we believe could have a material adverse impact upon 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 our annual report on Form 10-K for the year ended December 31, ~~2020.~~2021.

The following table provides information regarding common stock purchases under our publicly announced repurchase program for the quarter ended ~~September~~June 30, ~~2021.~~2022.

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

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)

	Financial Information

Item 1.	Financial Statements.

Condensed Consolidated Balance Sheets as of ~~September~~June 30, ~~2021~~2022 (unaudited) and December 31, 20202120		3

Condensed Consolidated Statements of Income for the three months and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 (unaudited)		4

Condensed Consolidated Statements of Comprehensive Income for the three months and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 (unaudited)		5

Condensed Consolidated Statements of Cash Flows for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 (unaudited)		6

Condensed Consolidated Statements of Stockholders’ Equity for the three months and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 (unaudited)		7

Notes to Condensed Consolidated Financial Statements (unaudited)		8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	15

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

Item 4.	Controls and Procedures.	28

	PART II

	OTHER INFORMATION

Item 1.	Legal Proceedings.	29

Item 1A.	Risk Factors.	29

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	29

Item 3.	Defaults Upon Senior Securities.	29

Item 4.	Mine Safety Disclosures.	29

Item 5.	Other Information.	29

Item 6.	Exhibits.	30

Signatures.		31

	Number of shares/units
Outstanding at December 31, ~~2020~~2021		~~1,462,864~~1,388,467
Granted		~~500,073~~677,129
Vested		(~~513,628~~570,913	)
Forfeited		(~~68,103~~24,073	)
Outstanding at ~~September~~June 30, ~~2021~~2022		~~1,381,206~~1,470,610


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


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
April 1 - April 30, 2022		-	$	-		-		75,000,000
May 1 - May 31, 2022		232,412		119.92		232,412		47,128,244
June 1 - June 30, 2022		184,146		120.98		184,146		24,849,826
Total		416,558				416,558


☒	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

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging Growth Company	☐

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

Revenue	$	169,185		$	149,757		$	492,149		$	439,290
Costs and expenses		126,777			114,781			384,959			353,426
Operating income		42,408			34,976			107,190			85,864
Other (loss) income, net		(42	)		(891	)		(29	)		371
Income before income taxes		42,366			34,085			107,161			86,235
Net income	$	36,654		$	24,966		$	89,890		$	66,700
Diluted earnings per share	$	0.57		$	0.39		$	1.40		$	1.04
Diluted weighted average number of shares		64,238			64,427			64,339			64,298


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~~June 30, ~~2021,~~2022, has been formatted in Inline XBRL.


Date:	~~October~~July 28, ~~2021~~2022	/s/ Eddie Capel
		Eddie Capel
		President and Chief Executive Officer
		(Principal Executive Officer)

Date:	~~October~~July 28, ~~2021~~2022	/s/ Dennis B. Story
		Dennis B. Story
		Executive Vice President, Chief Financial Officer and Treasurer
		(Principal Financial Officer)