EXHIBIT 99.2 - PRO FORMA
FINANCIAL INFORMATION
MANHATTAN ASSOCIATES, INC.
PRO FORMA FINANCIAL INFORMATION
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
On December 13, 2002, Manhattan Associates, Inc. (the "Company")
entered into an Asset Purchase Agreement (the "Agreement") with Logistics.com,
Inc. ("Logistics") to acquire substantially all of the assets of Logistics for a
cash purchase price of $20.7 million, effective December 31, 2002. The purchase
also includes the assumption of certain liabilities of Logistics.
The following unaudited pro forma combined financial statements give
effect to Manhattan's acquisition of Logistics' assets accounted for under the
purchase method of accounting. This information is based on valuations of the
fair market value of assets and liabilities acquired and the estimated useful
lives of intangible assets acquired in the respective transaction.
The accompanying unaudited pro forma combined balance sheet has been
prepared as if the acquisition had been consummated as of September 30, 2002.
The unaudited pro forma combined statements of operations for the year ended
December 31, 2001 and for the nine months ended September 30, 2002 have been
prepared as if the proposed acquisition had occurred on January 1, 2001, and
combines Manhattan's and Logistics' statements of operations.
The unaudited pro forma financial statements are presented for
illustrative purposes only and are not necessarily indicative of the combined
financial position or results of operations of future periods or the results
that actually would have been realized had the acquired assets been operated as
a single entity during the period presented. The pro forma adjustments are
preliminary and are based on management's estimates, available information and
various assumptions and may be revised as additional information becomes
available. The unaudited pro forma combined financial statements as of and for
the year ended December 31, 2002 should be read in conjunction with the other
financial statements and notes thereto included elsewhere in this current
report.
The Company estimates that it will incur approximately $550,000 in
direct expenses in connection with its acquisition of Logistics, which will be
capitalized as part of the purchase price in such transaction. The transaction
costs consist of fees for attorneys, accountants, financial printing costs and
other related expenses. The Company cannot assure you that it will not incur
additional expenses in subsequent quarters to reflect costs associated to
complete the acquisition.
Exhibit 99.2
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EXHIBIT 99.2 - PRO FORMA
FINANCIAL INFORMATION
MANHATTAN AND LOGISTICS
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
AS OF SEPTEMBER 30, 2002
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
PRO FORMA NOTE COMBINED
MANHATTAN LOGISTICS ADJUSTMENTS REF. MANHATTAN
--------- --------- ----------- ----- ---------
ASSETS
Current assets:
Cash and cash equivalents $ 87,555 $ 1,477 $(20,653) a $ 68,379
Short-term investments 42,441 -- -- 42,441
Accounts receivable, net 31,094 1,495 -- 32,589
Deferred income taxes 2,071 -- -- 2,071
Prepaid expenses and other current assets 3,942 525 -- 4,467
--------- -------- -------- ----- ---------
Total current assets 167,103 3,497 (20,653) 149,947
Property and equipment, net 11,271 1,427
12,698
Intangible and other assets, net 29,344 5,695 16,112 b 51,151
--------- -------- -------- ----- ---------
Total assets $ 207,718 $ 10,619 $ (4,541) $213,796
========= ======== ======== ===== =========
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued liabilities . $ 19,353 $ 4,101 $ 551 c $ 24,005
Current portion of note payable and
capital lease obligations 164 5,500 (5,500) d 164
Deferred revenue 15,246 2,896 -- 18,142
--------- -------- -------- ----- ---------
Total current liabilities 34,763 12,497 (4,949) 42,311
Long-term portion of note payable and capital
lease obligations 295 -- -- 295
Convertible Notes Payable -- 10,958 (10,958) d --
Shareholders' equity (deficit)
Preferred stock -- 55,475 (55,475) e --
Common stock 287 -- -- 287
Additional paid in capital 117,720 4,138 (4,138) e 117,720
Retained earnings (accumulated deficit) 54,324 (71,232) 69,762 e 52,854
Note receivable from officer -- (463) 463 e --
Accumulated other comprehensive loss 386 -- -- 386
Deferred compensation (57) (754) 754 e (57)
--------- -------- -------- ----- ---------
Total shareholders' equity (deficit) 172,660 (12,836) 11,366 171,190
--------- -------- -------- ----- ---------
Total liabilities and shareholders' equity (deficit) $ 207,718 $ 10,619 $ (4,541) $213,796
========= ======== ======== ===== =========
Exhibit 99.2
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MANHATTAN AND LOGISTICS
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
PRO FORMA NOTE COMBINED
MANHATTAN LOGISTICS ADJUSTMENTS REF. MANHATTAN
-------- --------- ----------- ------ ---------
Revenue $130,119 $ 5,319 -- $135,438
Cost and expenses:
Cost of revenue 51,089 4,601 55,690
Research and development 15,715 5,915 -- 21,630
Sales and marketing 19,649 2,772 -- 22,421
General and administrative 15,550 3,211 -- 18,761
Amortization of acquisition-related intangibles 1,602 819 (146) f 2,275
-------- -------- -------- -------
Total operating expenses 103,605 17,318 (146) 120,777
-------- -------- -------- -------
Operating income (loss) 26,514 (11,999) 146 14,661
Other income (expense), net 1,866 (3,851) 3,438 g 1,453
-------- -------- -------- -------
Income (loss) before income taxes 28,380 (15,850) 3,584 16,114
Income tax provision (benefit) 10,552 -- (4,538) h 6,014
-------- -------- -------- -------
Net income (loss) $ 17,828 $(15,850) $ 8,122 $ 10,100
======== ======== ======== ========
Basic net income per share $ 0.62 $ 0.35
======== ========
Diluted net income per share $ 0.58 $ 0.33
======== ========
Weighted average shares outstanding:
Basic shares 28,578 28,578
======== ========
Fully diluted shares 30,483 30,483
======== ========
Page 99.2
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MANHATTAN AND LOGISTICS
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2001
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
PRO FORMA NOTE COMBINED
MANHATTAN LOGISTICS ADJUSTMENTS REF. MANHATTAN
--------- --------- ----------- ----- ----------
Revenue $156,378 $ 8,355 -- $164,733
Cost and expenses:
Cost of revenue 66,919 6,536 73,455
Research and development 19,413 12,368 -- 31,781
Sales and marketing 22,334 7,873 -- 30,207
General and administrative 18,822 5,753 -- 24,575
Amortization of acquisition-related intangibles 5,240 5,250 (4,353) f 6,137
Impairment of goodwill -- 5,879 -- 5,879
-------- -------- -------- ---------
Total operating expenses 132,728 43,659 (4,353) 172,034
-------- -------- -------- ---------
Operating income (loss) 23,650 (35,304) 4,353 (7,301)
Other income (expense), net 2,059 (1,058) 645 g 1,646
-------- -------- -------- ---------
Income (loss) before income taxes 25,709 (36,362) 4,998 (5,655)
Income tax provision (benefit) 9,522 -- (11,605) h (2,083)
-------- -------- -------- ---------
Net income (loss) $ 16,187 $(36,362) $ 16,603 $ (3,572)
======== ======== ======== =========
Basic net income per share $ 0.60 $ (0.13)
======== =========
Diluted net income per share $ 0.53 $ (0.12)
======== =========
Weighted average shares outstanding:
Basic shares 27,077 27,077
======== =========
Fully diluted shares 30,742 30,742
======== =========
Exhibit 99.2
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MANHATTAN AND LOGISTICS
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
(IN THOUSANDS)
The unaudited pro forma combined condensed financial information is
based upon the following:
(a) Adjustment to reflect the cash portion of the consideration paid for
the acquisition of $20,653.
(b) The total purchase price of Logistics includes cash payments of
$20,653 and other direct acquisition expenses of $551. The total
estimated acquisition costs to be allocated are $21,204. The purchase
price of Logistics has been allocated to acquired assets based on
estimates of their fair value. The purchase price has been assigned to
the assets acquired as follows (in thousands):
<Table>
Tangible net liabilities assumed (2,073)
Goodwill 15,117
In-process research and development 1,470
Acquired developed technology 1,530
Identifiable intangible assets 5,160
------
21,204
======
</Table>
Subsequent changes to the net liability position from the pro forma
dates presented will have an impact on the goodwill. The intangible
assets are expected to include the values for a customer base,
contracts and trade names. The acquired developed technology is
expected to have an estimated life of 5 years and the customer base and
contracts are expected to have an estimated life of 7 years and 2
years, respectively. The trade names have an indefinite life and will
not be amortized.
(c) Amount represents the accrual of estimated direct acquisition costs
related to professional and other fees.
(d) Adjustments reflect the removal of the current portion of notes payable
and convertible notes payable, which were not assumed as part of the
transaction.
(e) Adjustment reflects the removal of existing shareholders' equity
balances, less $1,470,000 for the non-recurring charge for in-process
research and development.
(f) Adjustments reflect (1) the amortization of estimated acquired
developed technology, assuming an estimated life of 5 years and (2) the
amortization of other intangibles assuming estimated lives of 2 years
and 7 years.
(g) Adjustments reflect (1) a reduction in interest income at a 2% interest
rate due to the reduction in cash as a result of the acquisition and
(2) the elimination of interest expense associated with the Logistics
current portion of notes payable and convertible notes payable.
(h) Adjustment reflects the tax benefit equal to 37% of Logistics' net
losses and the pro forma adjustments.
Exhibit 99.2
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