MANHATTAN ASSOCIATES, INC.
United States
Securities And Exchange Commission
Washington, DC 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 22, 2008
Manhattan Associates, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Georgia
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0-23999
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58-2373424 |
(State or Other Jurisdiction of
Incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.) |
2300 Windy Ridge Parkway, Suite 1000, Atlanta, Georgia
30339
(Address of Principal Executive Offices)
(Zip Code)
(770) 955-7070
(Registrants telephone number, including area code)
NONE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing in intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition.
On July 22, 2008, Manhattan Associates, Inc. (the Company) issued a press release providing
the results for its financial performance for the second quarter and six months ended June 30,
2008. A copy of this press release is attached as Exhibit 99.1. Pursuant to General Instruction
B.2 of Form 8-K, this exhibit is furnished and not filed for purposes of Section 18 of the
Securities Exchange Act of 1934.
Non-GAAP Financial Measures in the Press Release
The press release includes, as additional information regarding our operating results, our
adjusted operating income, adjusted net income and adjusted earnings per share, which excludes the
impact of acquisition-related costs and the amortization thereof, the recapture of previously
recognized transaction tax expense, stock option expense under SFAS 123(R), all net of income tax
effects. The press release also presents our growth in GAAP revenue, operating income and adjusted
operating income between periods excluding the effects of foreign currency exchange. These various
measures are not in accordance with, or an alternative for, financial measures calculated in
accordance with generally accepted accounting principles in the United States (GAAP) and may be
different from similarly titled non-GAAP financial measures used by other companies. Non-GAAP
financial measures should not be used as a substitute for, or considered superior to, measures of
financial performance prepared in accordance with the GAAP.
Adjusted Income and Earnings Per Share
We believe that these adjusted (non-GAAP) results provide more meaningful information
regarding those aspects of our current operating performance that can be effectively managed, and
consequently have developed our internal reporting, compensation and planning systems using these
measures.
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Because we sporadically engage in acquisitions, we incur acquisition-related
costs that consist primarily of expenses from accounting and legal due diligence,
whether or not we ultimately proceed with the transaction. Additionally, we might
assume and incur certain unusual costs, such as employee retention benefits, that
result from arrangements made prior to the acquisition. These acquisition costs
are practically difficult to predict and do not correlate to the expenses of our
core operations. The amortization of acquisition-related intangible assets is
commonly excluded from the GAAP operating income, net income and earnings per share
by companies in our industry, and we therefore exclude these amortization costs to
provide more relevant and meaningful comparisons of our operating results with that
of our competitors. |
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Because we have recognized the full potential amount of the transaction (sales)
tax expense in prior periods, any recovery of that expense resulting from the
expiration of the state sales tax statutes or the collection of the taxes from our
customers would overstate the current period net income derived from our core
operations as the recovery is not a result of anything occurring within our control
during the current period. |
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Because stock option expense under SFAS 123(R) is determined in significant part
by the trading price of our common stock and the volatility thereof, over which we
have no
direct control, the impact of such expense is not subject to effective management by
us.
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Excluding the impact of SFAS 123(R) in adjusted operating income, adjusted net
income and adjusted earnings per share is consistent with similar practice by our
competitors and other companies within our industry. |
For these reasons, we have developed our internal reporting, compensation and planning systems
using non-GAAP measures which adjust for these amounts.
We believe the reporting of adjusted operating income, adjusted net income and adjusted
earnings per share facilitates investors understanding of our historical operating trends, because
it provides important supplemental measurement information in evaluating the operating results of
our business, as distinct from results that include items that are not indicative of ongoing
operating results, and thus provide the investors with useful insight into our profitability
exclusive of unusual adjustments. While these adjusted items may not be considered as
non-recurring in nature in a strictly accounting sense, the management regards those items as
infrequent and not arising out of the ordinary course of business and finds it useful to utilize a
non-GAAP measure in evaluating the performance of our underlying core business.
We also believe that adjusted operating income, adjusted net income and adjusted earnings per
share provides a basis for more relevant comparisons to other companies in the industry, enables
investors to evaluate our operating performance in a manner consistent with our internal basis of
measurement and also presents our investors our operating results on the same basis as that used by
our management. Management refers to adjusted operating income, adjusted net income and adjusted
earnings per share in making operating decisions because we believe they provide meaningful
supplemental information regarding our operational performance and our ability to invest in
research and development and fund acquisitions and capital expenditures. In addition, adjusted
operating income, adjusted net income and adjusted earnings per share facilitate managements
internal comparisons to our historical operating results and comparisons to competitors operating
results. Further, we rely on adjusted operating income, adjusted net income and adjusted net
income per share information as primary measures to review and assess the operating performance of
our company and our management team in connection with our executive compensation and bonus plans.
Since most of our employees are not directly involved with decisions surrounding acquisitions or
severance related activities and other items that are not central to our core operations, we do not
believe it is appropriate or fair to have their incentive compensation affected by these items. By
adjusting those items not indicative of ongoing operating results, non-GAAP financial measures
could serve as an alternative useful measure to evaluate our prospect for future performance
because our investors are able to more conveniently predict the results of our operating activities
on an on-going basis when excluding these less common items.
Excluding the Effect of Foreign Currency Exchange
In the press release, we have presented our growth in GAAP revenue, GAAP operating income and
adjusted (non-GAAP) operating income on a constant currency basis. Such constant currency
financial data is not a GAAP financial measure. Constant currency removes from financial data the
impact of changes in exchange rates between the U.S. dollar (our financial reporting currency) and
the functional currencies of our foreign subsidiaries, by translating the current period financial
data into U.S. dollars using the same foreign currency exchange rates that were used to translate
the financial data for the previous period. We believe presenting certain information on a
constant currency basis is useful to investors because it allows a more meaningful comparison of
the performance of our foreign operations from period to period. Constant currency information
should not be considered in isolation or as an
alternative to financial information that reflect current period exchange rates, or to other
financial information calculated and presented in accordance with GAAP.
2
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit |
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Description |
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99.1
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Press Release, dated July 22, 2008. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Manhattan Associates, Inc.
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By: |
/s/ Dennis B. Story
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Dennis B. Story |
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Senior Vice President and Chief Financial Officer |
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Dated: July 22, 2008
EXHIBIT INDEX
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Exhibit |
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Number |
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Description |
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99.1
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Press Release, dated July 22, 2008. |