8-K
false000105669600010566962025-10-212025-10-21

 

 

 

United States

Securities And Exchange Commission

Washington, DC 20549

______________

FORM 8-K

____________

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): October 21, 2025

 

Manhattan Associates, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Georgia

0-23999

58-2373424

(State or Other Jurisdiction of
Incorporation or organization)

 

(Commission
File Number)

 

(I.R.S. Employer
Identification No.)

 

2300 Windy Ridge Parkway, Tenth Floor, Atlanta, Georgia

30339

(Address of Principal Executive Offices)

(Zip Code)

 

(770) 955-7070

(Registrant’s 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 is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common stock

MANH

Nasdaq Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

 

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.

 


 

 

 

Item 2.02 Results of Operations and Financial Condition.

 

On October 21, 2025, Manhattan Associates, Inc. (“we”, “our”, or the “Company”) issued a press release providing its financial results for the three and nine months ended September 30, 2025. 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 and margin, adjusted income tax provision, adjusted net income and adjusted diluted earnings per share (collectively, “adjusted results”), which exclude the impact of equity-based compensation, expense related to an unusual health insurance claim, net of insurance recoveries, restructuring expense, and related income tax effects.

These various measures are not in accordance with, or alternatives 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 GAAP.

Non-GAAP measures used in the press release exclude the impact of the items described above for the following reasons:

Equity-Based Compensation: Equity-based compensation expense typically does not require cash settlement by the Company. We also exclude the tax benefits or deficiencies of vested stock awards caused by differences in the amount deductible for tax purposes related to the stock award from the compensation expense recorded for financial reporting purposes.
Unusual Health Insurance Claim, Net of Insurance Recoveries: Due to the uncommonly large magnitude and nature of the health insurance claim, we do not believe that this expense is a typical cost that results from normal operating activities.
Restructuring Expense: We do not believe that the restructuring expense related to a reduction in our workforce recorded in 2025 is a common cost that results from normal operating activities; rather, it relates to aligning our services capacity with customer demand which has been impacted by macro-economic uncertainty.

We assess our operating performance using these adjusted measures, and we rely on adjusted results as primary measures to review and assess the operating performance of our management team in connection with our executive compensation and bonus plans. Further, we believe our peers also typically present non-GAAP results similarly adjusted.

Management refers to adjusted results in making operating decisions because we believe they provide meaningful information regarding our operational performance and our ability to invest in research and development and fund capital expenditures and acquisitions. In addition, adjusted results facilitate management’s internal comparisons to our historical operating results and comparisons to competitors’ operating results.

We similarly believe reporting adjusted results facilitates investors’ understanding of our historical operating trends because it provides supplemental measurement information in evaluating the operating results of our business. We also believe that adjusted results provide a basis for comparisons to other

2

 

 


 

companies in the industry and enable investors to evaluate our operating performance in a manner consistent with our internal basis of measurement.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Chairman Transition to Non-Executive Status

As previously reported, on February 10, 2025, the Company’s Board of Directors elected Mr. Eddie Capel as Executive Vice Chairman of the Board in connection with the election of his successor as the Company’s president and chief executive officer. On May 13, 2025, upon the retirement of the Board’s previous chairman, the Board elected Mr. Capel to serve as Executive Chairman of the Board.

On October 15, 2025, the Board confirmed the expectation that Mr. Capel would transition to non-executive and non-employee status, effective January 1, 2026, and would continue as Chairman of the Board. The Company further expects that independent director Mr. Thomas E. Noonan will continue to serve as the Board’s Lead Independent Director.

Until his transition to non-executive and non-employee status, Mr. Capel’s employment with the Company will continue to be governed by the terms and conditions of his existing Executive Employment Agreement, dated October 24, 2018, as amended by the First Amendment to that Agreement, dated March 5, 2025 and effective as of February 12, 2025. To the extent applicable to Mr. Capel’s continued service as Chairman of the Board effective January 1, 2026, Mr. Capel’s Executive Employment Agreement, as amended by the First Amendment, will continue to govern his service. Following his transition to non-executive status, his compensation will be determined by the Company’s standard non-employee director compensation policy.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

 

Number

Description

10.1

Form of Executive Employment Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018 filed on October 25, 2018) (SEC File #000-23999)

10.2

First Amendment to Executive Employment Agreement (Eddie Capel) effective as of February 12, 2025 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 6, 2025) (SEC File #000-23999)

99.1

Press Release, dated October 21, 2025

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

3

 

 


 

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, hereunto duly authorized.

 

Manhattan Associates, Inc.

 

 

 

By: /s/ Dennis B. Story

Dennis B. Story

Executive Vice President, Chief Financial Officer and Treasurer

 

 

 

Dated: October 21, 2025

 

4

 

 


Exhibit 99.1

 

 

Contact:

Michael Bauer

Devika Goel

Senior Director,

Investor Relations

Senior Manager,

Public Relations

Manhattan Associates, Inc.

 

Manhattan Associates, Inc.

678-597-7538

678-597-6754

[email protected]

[email protected]

 

 

 

Manhattan Associates Reports Third Quarter Results

RPO Bookings Increased 23% over Prior Year

 

ATLANTA – October 21, 2025 – Leading Supply Chain and Omnichannel Commerce Solutions provider Manhattan Associates Inc. (NASDAQ: MANH) today reported revenue of $275.8 million for the third quarter ended September 30, 2025. GAAP diluted earnings per share for Q3 2025 was $0.96 compared to $1.03 in Q3 2024. Non-GAAP adjusted diluted earnings per share for Q3 2025 was $1.36 compared to $1.35 in Q3 2024.

“Manhattan delivered record third quarter and year-to-date results. Solid demand drove cloud revenue growth of 21% and better than expected services revenue generation in the quarter,” said Manhattan Associates president and CEO Eric Clark.

“We are optimistic about our expanding market opportunity. To capitalize on this, we are making targeted investments in our people, enhancing our industry-leading solutions, and developing processes designed to increase the adoption of Manhattan Active solutions across our customer base,” Mr. Clark concluded.

THIRD QUARTER 2025 FINANCIAL SUMMARY:

Consolidated total revenue was $275.8 million for Q3 2025, compared to $266.7 million for Q3 2024.
o
Cloud subscription revenue was $104.9 million for Q3 2025, compared to $86.5 million for Q3 2024.
o
License revenue was $1.4 million for Q3 2025, compared to $3.8 million for Q3 2024.
o
Services revenue was $133.0 million for Q3 2025, compared to $137.0 million for Q3 2024.

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GAAP diluted earnings per share was $0.96 for Q3 2025, compared to $1.03 for Q3 2024.

Adjusted diluted earnings per share, a non-GAAP measure, was $1.36 for Q3 2025, compared to $1.35 for Q3 2024.

GAAP operating income was $75.8 million for Q3 2025, compared to $75.1 million for Q3 2024.

Adjusted operating income, a non-GAAP measure, was $103.4 million for Q3 2025, compared to $98.9 million for Q3 2024.

Cash flow from operations was $93.1 million for Q3 2025, compared to $62.3 million for Q3 2024. Days Sales Outstanding was 73 days at September 30, 2025, compared to 70 days at June 30, 2025.

Cash totaled $263.6 million at September 30, 2025, compared to $230.6 million at June 30, 2025.

During the three months ended September 30, 2025, the Company repurchased 233,425 shares of Manhattan Associates common stock under the share repurchase program authorized by our Board of Directors for a total investment of $49.9 million. In October 2025, our Board of Directors replenished the Company’s remaining share repurchase authority to an aggregate of $100.0 million of our common stock.

 

NINE MONTH 2025 FINANCIAL SUMMARY:

Consolidated total revenue for the nine months ended September 30, 2025, was $811.0 million, compared to $786.6 million for the nine months ended September 30, 2024.
o
Cloud subscription revenue was $299.6 million for the nine months ended September 30, 2025, compared to $246.9 million for the nine months ended September 30, 2024.
o
License revenue was $12.2 million for the nine months ended September 30, 2025, compared to $9.6 million for the nine months ended September 30, 2024.
o
Services revenue was $383.0 million for the nine months ended September 30, 2025, compared to $406.0 million for the nine months ended September 30, 2024.

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GAAP diluted earnings per share for the nine months ended September 30, 2025, was $2.75, compared to $2.74 for the nine months ended September 30, 2024.
Adjusted diluted earnings per share, a non-GAAP measure, was $3.85 for the nine months ended September 30, 2025, compared to $3.55 for the nine months ended September 30, 2024.
GAAP operating income was $212.8 million for the nine months ended September 30, 2025, compared to $200.9 million for the nine months ended September 30, 2024.
Adjusted operating income, a non-GAAP measure, was $295.7 million for the nine months ended September 30, 2025, compared to $271.5 million for the nine months ended September 30, 2024.
Cash flow from operations was $242.4 million for the nine months ended September 30, 2025, compared to $190.3 million for the nine months ended September 30, 2024.
During the nine months ended September 30, 2025, the Company repurchased 1,035,094 shares of Manhattan Associates common stock under the share repurchase program authorized by our Board of Directors, for a total investment of $199.5 million. In October 2025, our Board of Directors replenished the Company’s remaining share repurchase authority to an aggregate of $100.0 million of our common stock.

 

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2025 GUIDANCE

Manhattan Associates provides the following revenue, operating margin, and diluted earnings per share guidance for the full year 2025:

 

 

Guidance Range - 2025 Full Year

 

($'s in millions, except operating margin and EPS)

$ Range

 

% Growth Range

 

 

 

 

 

 

 

 

 

 

 

 

Total revenue

$1,073

 

$1,077

 

3%

 

3%

 

 

 

 

 

 

 

 

 

 

 

 

Operating Margin:

 

 

 

 

 

 

 

 

 

GAAP operating margin

25.0%

 

25.2%

 

 

 

 

 

 

Equity-based compensation

10.1%

 

10.1%

 

 

 

 

 

 

Unusual health insurance claim(3)

0.2%

 

0.2%

 

 

 

 

 

 

Restructuring expense(4)

0.2%

 

0.2%

 

 

 

 

 

 

Adjusted operating margin(1)

35.5%

 

35.7%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share (EPS):

 

 

 

 

 

 

 

 

 

GAAP EPS

$3.43

 

$3.45

 

-2%

 

-2%

 

 

Equity-based compensation

1.52

 

1.52

 

 

 

 

 

 

Excess tax benefit on stock vesting(2)

(0.06)

 

(0.06)

 

 

 

 

 

 

Unusual health insurance claim(3)

0.02

 

0.02

 

 

 

 

 

 

Restructuring expense(4)

0.04

 

0.04

 

 

 

 

 

 

Adjusted EPS(1)

$4.95

 

$4.97

 

5%

 

5%

 

 

 

 

 

 

 

 

 

 

 

 

(1) Adjusted operating margin and adjusted EPS are non-GAAP measures that exclude the impact of equity-based compensation,

 

 

   expense related to an unusual health insurance claim, restructuring expense, and the related income tax effects, if applicable.

 

 

(2) The Company expects the excess tax benefit on stock vesting to occur primarily in the first quarter of 2025.

 

 

(3) Adjustment represents expense for an unusual health insurance claim, net of insurance recoveries. Based on the uncommonly large magnitude and nature of the claim, we do not believe that this expense reflects our normal operating activities, and we have excluded the amount from adjusted non-GAAP results.

 

 

(4) In January 2025, the Company eliminated about 100 positions to align our services capacity with customer demand, which has been impacted by macro-economic uncertainty. We recorded a pre-tax restructuring expense in 2025 and exclude the amount from adjusted non-GAAP results.

 

 

 

 


Manhattan Associates currently intends to make public certain expectations with respect to future financial performance. Those statements, including the guidance provided above, are forward looking. Actual results may differ materially. See our cautionary note regarding “forward-looking statements” below.

Manhattan Associates will make this earnings release and a recording of the conference call referenced below available on the investor relations section of the Manhattan Associates website at ir.manh.com. Following publication of this earnings release, any expectations with respect to future financial performance contained in this release or the conference call, including the guidance, should be considered historical only, and Manhattan Associates disclaims any obligation to update them.

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CONFERENCE CALL

Manhattan Associates’ conference call regarding its third quarter financial results will be held today, October 21, 2025, at 4:30 p.m. Eastern Time. The Company will also discuss its business and expectations for the year and next quarter in additional detail during the call. We invite investors to a live webcast of the conference call through the Investor Relations section of the Manhattan Associates website at ir.manh.com. To listen to the live webcast, please go to the website at least 15 minutes before the call to download and install any necessary audio software. The Internet webcast will be available until Manhattan Associates’ fourth quarter 2025 earnings release.

GAAP VERSUS NON-GAAP PRESENTATION

Manhattan Associates provides adjusted operating income and margin, adjusted income tax provision, adjusted net income, and adjusted diluted earnings per share in this press release as additional information regarding the Company’s historical and projected operating results. These measures are not in accordance with, or alternatives to, GAAP, and may be different from similarly titled non-GAAP measures used by other companies. The Company believes the presentation of these non-GAAP financial measures facilitates investors’ ability to understand and compare the Company’s results and guidance, because the measures provide supplemental information in evaluating the operating results of its business, as distinct from results that include items not indicative of ongoing operating results, and because the Company believes its peers typically publish similar non-GAAP measures. This release should be read in conjunction with the Company’s Form 8-K earnings release filing for the three and nine months ended September 30, 2025.

Non-GAAP adjusted operating income and margin, adjusted income tax provision, adjusted net income, and adjusted diluted earnings per share exclude the impact of equity-based compensation, an expense related to an unusual health insurance claim, and restructuring expense – net of income tax effects, collectively. They also exclude the tax benefits or deficiencies of vested stock awards caused by differences in the amount deductible for tax purposes from the compensation expense recorded for financial reporting purposes. We include reconciliations of the Company’s GAAP financial measures to non-GAAP adjustments in the supplemental information attached to this release.

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ABOUT MANHATTAN ASSOCIATES

Manhattan Associates is a global technology leader in supply chain and omnichannel commerce. We unite information across the enterprise, converging front-end sales with back-end supply chain execution. Our software, platform technology, and unmatched experience help drive both top-line growth and bottom-line profitability for our customers.

Manhattan Associates designs, builds, and delivers leading edge cloud solutions so that across the store, through your network, or from your fulfillment center, you are ready to reap the rewards of the omnichannel marketplace. For more information, please visit www.manh.com.

This press release contains “forward-looking statements” relating to Manhattan Associates, Inc. Forward-looking statements in this press release include, without limitation, the information set forth under “2025 Guidance” and statements identified by words such as “may,” “expect,” “forecast,” “anticipate,” “intend,” “plan,” “believe,” “could,” “seek,” “project,” “estimate,” and similar expressions. Prospective investors are cautioned that any of those 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 those forward-looking statements. Among the important factors that could cause actual results to differ materially from those indicated by those forward-looking statements are: economic conditions, including disruption and transformation in the retail sector and our vertical markets; delays in product development; competitive and pricing pressures; software errors and information technology failures, disruption and security breaches; risks related to our products’ technology and customer implementations; global instability, including the wars in Ukraine and the Middle East; and the other risk factors set forth in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and in Item 1A of Part II in subsequent Quarterly Reports on Form 10-Q. Manhattan Associates undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in future operating results.

 

###

 

 

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MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Income

(in thousands, except per share amounts)

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

2025

 

2024

 

2025

 

2024

 

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

Revenue:

 

 

 

 

 

 

 

 

Cloud subscriptions

 

$104,852

 

$86,485

 

$299,580

 

$246,873

Software license

 

1,356

 

3,762

 

12,176

 

9,633

Maintenance

 

30,492

 

34,491

 

97,693

 

104,736

Services

 

133,007

 

137,009

 

383,033

 

406,035

Hardware

 

6,088

 

4,934

 

18,521

 

19,274

Total revenue

 

275,795

 

266,681

 

811,003

 

786,551

Costs and expenses:

 

 

 

 

 

 

 

 

Cost of cloud subscriptions, maintenance and services

 

119,604

 

118,269

 

349,883

 

356,920

Cost of software license

 

208

 

391

 

711

 

1,068

Research and development

 

36,360

 

34,349

 

106,529

 

104,693

Sales and marketing

 

18,057

 

16,586

 

59,097

 

55,669

General and administrative

 

24,078

 

20,308

 

74,273

 

62,623

Depreciation and amortization

 

1,660

 

1,688

 

4,785

 

4,670

Restructuring expense

 

-

 

-

 

2,937

 

-

Total costs and expenses

 

199,967

 

191,591

 

598,215

 

585,643

Operating income

 

75,828

 

75,090

 

212,788

 

200,908

Other income, net

 

2,604

 

1,312

 

4,656

 

3,222

Income before income taxes

 

78,432

 

76,402

 

217,444

 

204,130

Income tax provision

 

19,799

 

12,621

 

49,449

 

33,782

Net income

 

$58,633

 

$63,781

 

$167,995

 

$170,348

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

$0.97

 

$1.04

 

$2.77

 

$2.77

Diluted earnings per share

 

$0.96

 

$1.03

 

$2.75

 

$2.74

 

 

 

 

 

 

 

 

 

Weighted average number of shares:

 

 

 

 

 

 

 

 

Basic

 

60,381

 

61,169

 

60,620

 

61,404

Diluted

 

60,954

 

61,948

 

61,183

 

62,186

 

 

 


 

Reconciliation of Selected GAAP to Non-GAAP Measures

(in thousands, except per share amounts)

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

2025

 

2024

 

2025

 

2024

 

 

 

 

 

 

 

 

 

Operating income

 

$75,828

 

$75,090

 

$212,788

 

$200,908

Equity-based compensation (a)

 

27,577

 

23,853

 

80,678

 

70,614

Unusual health insurance claim (c)

 

-

 

-

 

(658)

 

-

Restructuring expense (d)

 

-

 

-

 

2,937

 

-

Adjusted operating income (Non-GAAP)

 

$103,405

 

$98,943

 

$295,745

 

$271,522

 

 

 

 

 

 

 

 

 

Income tax provision

 

$19,799

 

$12,621

 

$49,449

 

$33,782

Equity-based compensation (a)

 

3,253

 

3,683

 

10,749

 

10,967

Tax benefit of stock awards vested (b)

 

321

 

579

 

3,924

 

9,063

Unusual health insurance claim (c)

 

-

 

-

 

(159)

 

-

Restructuring expense (d)

 

-

 

-

 

708

 

-

Adjusted income tax provision (Non-GAAP)

 

$23,373

 

$16,883

 

$64,671

 

$53,812

 

 

 

 

 

 

 

 

 

Net income

 

$58,633

 

$63,781

 

$167,995

 

$170,348

Equity-based compensation (a)

 

24,324

 

20,170

 

69,929

 

59,647

Tax benefit of stock awards vested (b)

 

(321)

 

(579)

 

(3,924)

 

(9,063)

Unusual health insurance claim (c)

 

-

 

-

 

(499)

 

-

Restructuring expense (d)

 

-

 

-

 

2,229

 

-

Adjusted net income (Non-GAAP)

 

$82,636

 

$83,372

 

$235,730

 

$220,932

 

 

 

 

 

 

 

 

 

Diluted EPS

 

$0.96

 

$1.03

 

$2.75

 

$2.74

Equity-based compensation (a)

 

0.40

 

0.33

 

1.14

 

0.96

Tax benefit of stock awards vested (b)

 

(0.01)

 

(0.01)

 

(0.06)

 

(0.15)

Unusual health insurance claim (c)

 

-

 

-

 

(0.01)

 

-

Restructuring expense (d)

 

-

 

-

 

0.04

 

-

Adjusted diluted EPS (Non-GAAP)

 

$1.36

 

$1.35

 

$3.85

 

$3.55

 

 

 

 

 

 

 

 

 

Fully diluted shares

 

60,954

 

61,948

 

61,183

 

62,186

a)
Adjusted results exclude all equity-based compensation, as detailed below, to facilitate comparison with our peers and for the other reasons explained in our Current Report on Form 8-K filed with the SEC. We do not receive a GAAP tax benefit for a portion of our equity-based compensation, mainly because of Section 162(m) of the Internal Revenue Code, which limits tax deductions for compensation granted to certain executives.

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

2025

 

2024

 

2025

 

2024

 

 

 

 

 

 

 

 

 

Cost of services

 

$11,417

 

$10,835

 

$33,355

 

$31,482

Research and development

 

6,216

 

5,117

 

17,848

 

15,812

Sales and marketing

 

2,267

 

2,189

 

5,694

 

6,295

General and administrative

 

7,677

 

5,712

 

23,781

 

17,025

Total equity-based compensation

 

$27,577

 

$23,853

 

$80,678

 

$70,614

(b)
Adjustments represent the excess tax benefits and tax deficiencies of the equity awards vested during the period. Excess tax benefits (deficiencies) occur when the amount deductible on our tax return for an equity award is more (less) than the cumulative compensation cost recognized for financial reporting purposes. As discussed above, we exclude equity-based compensation from adjusted non-GAAP results to be consistent with other companies in the software industry and for the other reasons explained in our Current Report on Form 8-K filed with the SEC. Therefore, we also exclude the related tax benefit (expense) generated upon their vesting.

 

 

 


 

(c)
In the fourth quarter of 2024, we recorded $7.0 million of expense for an unusual health insurance claim. During the first quarter of 2025, we received an insurance recovery of $4.7 million for this claim, partially offset by $1.0 million of ongoing expense for the claim. During the second quarter of 2025, we recorded an additional $3.0 million of expense for this unusual health insurance claim. Based on the uncommonly large magnitude and nature of the claim, we do not believe that this expense reflects our normal operating activities, and we have excluded the amount from adjusted non-GAAP results.
(d)
In January 2025, the Company eliminated about 100 positions to align our services capacity with customer demand, which has been impacted by macro-economic uncertainty. We recorded pre-tax restructuring expense in the first quarter of 2025 of approximately $2.9 million. The expense primarily consists of employee severance and outplacement services. We do not believe that the expense is a common cost that resulted from normal operating activities, and thus we have excluded the amount from adjusted non-GAAP results.

 

 

 


 

MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)

 

 

 

September 30, 2025

 

 

December 31, 2024

 

 

 

(unaudited)

 

 

 

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

263,555

 

 

$

266,230

 

Accounts receivable, net

 

 

219,556

 

 

 

205,475

 

Prepaid expenses and other current assets

 

 

42,659

 

 

 

31,559

 

Total current assets

 

 

525,770

 

 

 

503,264

 

 

 

 

 

 

 

 

Property and equipment, net

 

 

20,050

 

 

 

13,971

 

Operating lease right-of-use assets

 

 

45,734

 

 

 

47,923

 

Goodwill, net

 

 

62,244

 

 

 

62,226

 

Deferred income taxes

 

 

76,374

 

 

 

94,505

 

Other assets

 

 

38,651

 

 

 

35,662

 

Total assets

 

$

768,823

 

 

$

757,551

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

21,355

 

 

$

26,615

 

Accrued compensation and benefits

 

 

59,475

 

 

 

72,180

 

Accrued and other liabilities

 

 

23,589

 

 

 

22,275

 

Deferred revenue

 

 

295,903

 

 

 

277,970

 

Income taxes payable

 

 

86

 

 

 

1,264

 

Total current liabilities

 

 

400,408

 

 

 

400,304

 

 

 

 

 

 

 

 

Operating lease liabilities, long-term

 

 

47,713

 

 

 

47,794

 

Other non-current liabilities

 

 

11,486

 

 

 

10,327

 

 

 

 

 

 

 

 

Shareholders' equity:

 

 

 

 

 

 

Preferred stock, no par value; 20,000,000 shares authorized, no shares issued or outstanding in 2025 and 2024

 

 

-

 

 

 

-

 

Common stock, $0.01 par value; 200,000,000 shares authorized; 60,256,442 and 60,921,191 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

 

 

602

 

 

 

609

 

Retained earnings

 

 

338,690

 

 

 

329,439

 

Accumulated other comprehensive loss

 

 

(30,076

)

 

 

(30,922

)

Total shareholders' equity

 

 

309,216

 

 

 

299,126

 

Total liabilities and shareholders' equity

 

$

768,823

 

 

$

757,551

 

 

 

 


 

MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(in thousands)

 

 

 

Nine Months Ended September 30,

 

 

 

2025

 

 

2024

 

 

 

(unaudited)

 

 

(unaudited)

 

Operating activities:

 

 

 

 

 

 

Net income

 

$

167,995

 

 

$

170,348

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

4,785

 

 

 

4,670

 

Equity-based compensation

 

 

80,678

 

 

 

70,614

 

Gain on disposal of equipment

 

 

(22

)

 

 

(131

)

Deferred income taxes

 

 

17,946

 

 

 

(20,544

)

Unrealized foreign currency loss

 

 

246

 

 

 

906

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable, net

 

 

(8,865

)

 

 

(17,515

)

Other assets

 

 

(4,311

)

 

 

(9,688

)

Accounts payable, accrued and other liabilities

 

 

(18,463

)

 

 

(13,367

)

Income taxes

 

 

(9,840

)

 

 

(7,956

)

Deferred revenue

 

 

12,271

 

 

 

12,962

 

Net cash provided by operating activities

 

 

242,420

 

 

 

190,299

 

 

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

 

Purchase of property and equipment

 

 

(10,799

)

 

 

(5,547

)

Net cash used in investing activities

 

 

(10,799

)

 

 

(5,547

)

 

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

 

Repurchase of common stock

 

 

(238,187

)

 

 

(241,150

)

Net cash used in financing activities

 

 

(238,187

)

 

 

(241,150

)

 

 

 

 

 

 

 

Foreign currency impact on cash

 

 

3,891

 

 

 

609

 

 

 

 

 

 

 

 

Net change in cash and cash equivalents

 

 

(2,675

)

 

 

(55,789

)

Cash and cash equivalents at beginning of period

 

 

266,230

 

 

 

270,741

 

Cash and cash equivalents at end of period

 

$

263,555

 

 

$

214,952

 

 

 

 


 

MANHATTAN ASSOCIATES, INC.

SUPPLEMENTAL INFORMATION

 

1. GAAP and adjusted earnings per share by quarter are as follows:

 

 

2024

 

2025

 

1st Qtr

 

2nd Qtr

 

3rd Qtr

 

4th Qtr

 

Full Year

 

1st Qtr

 

2nd Qtr

 

3rd Qtr

 

YTD

GAAP Diluted EPS

$0.86

 

$0.85

 

$1.03

 

$0.77

 

$3.51

 

$0.85

 

$0.93

 

$0.96

 

$2.75

Adjustments to GAAP:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity-based compensation

0.30

 

0.34

 

0.33

 

0.31

 

1.27

 

0.40

 

0.35

 

0.40

 

1.14

Tax benefit of stock awards vested

(0.13)

 

(0.01)

 

(0.01)

 

-

 

(0.15)

 

(0.06)

 

-

 

(0.01)

 

(0.06)

Restructuring expense

-

 

-

 

-

 

-

 

-

 

0.04

 

-

 

-

 

0.04

Unusual health insurance claim

-

 

-

 

-

 

0.09

 

0.09

 

(0.05)

 

0.04

 

-

 

(0.01)

 Adjusted Diluted EPS

$1.03

 

$1.18

 

$1.35

 

$1.17

 

$4.72

 

$1.19

 

$1.31

 

$1.36

 

$3.85

Fully Diluted Shares

62,493

 

62,118

 

61,948

 

62,009

 

62,183

 

61,527

 

61,074

 

60,954

 

61,183

2. Revenues and operating income by reportable segment are as follows (in thousands):
 

 

2024

 

2025

 

1st Qtr

 

2nd Qtr

 

3rd Qtr

 

4th Qtr

 

Full Year

 

1st Qtr

 

2nd Qtr

 

3rd Qtr

 

YTD

Revenue:

Americas

$196,312

 

$205,955

 

$205,852

 

$194,367

 

$802,486

 

$194,615

 

$206,606

 

$206,659

 

$607,880

EMEA

46,620

 

46,918

 

48,082

 

48,903

 

190,523

 

55,542

 

52,301

 

53,975

 

161,818

APAC

11,620

 

12,445

 

12,747

 

12,531

 

49,343

 

12,630

 

13,514

 

15,161

 

41,305

 

$254,552

 

$265,318

 

$266,681

 

$255,801

 

$1,042,352

 

$262,787

 

$272,421

 

$275,795

 

$811,003

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP Operating Income:

Americas

$36,687

 

$45,300

 

$49,033

 

$36,323

 

$167,343

 

$33,862

 

$48,051

 

$45,783

 

$127,696

EMEA

15,884

 

17,195

 

20,521

 

18,896

 

72,496

 

23,703

 

19,807

 

22,877

 

66,387

APAC

5,059

 

5,693

 

5,536

 

5,469

 

21,757

 

5,607

 

5,930

 

7,168

 

18,705

 

$57,630

 

$68,188

 

$75,090

 

$60,688

 

$261,596

 

$63,172

 

$73,788

 

$75,828

 

$212,788

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustments (pre-tax):

Americas:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity-based compensation

$22,095

 

$24,666

 

$23,853

 

$22,592

 

$93,206

 

$28,826

 

$24,275

 

$27,577

 

$80,678

Unusual health insurance claim

-

 

-

 

-

 

7,002

 

7,002

 

(3,658)

 

3,000

 

-

 

(658)

Restructuring expense

-

 

-

 

-

 

-

 

-

 

2,929

 

8

 

-

 

2,937

 

$22,095

 

$24,666

 

$23,853

 

$29,594

 

$100,208

 

$28,097

 

$27,283

 

$27,577

 

$82,957

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted non-GAAP Operating Income:

Americas

$58,782

 

$69,966

 

$72,886

 

$65,917

 

$267,551

 

$61,959

 

$75,334

 

$73,360

 

$210,653

EMEA

15,884

 

17,195

 

20,521

 

18,896

 

72,496

 

23,703

 

19,807

 

22,877

 

66,387

APAC

5,059

 

5,693

 

5,536

 

5,469

 

21,757

 

5,607

 

5,930

 

7,168

 

18,705

 

$79,725

 

$92,854

 

$98,943

 

$90,282

 

$361,804

 

$91,269

 

$101,071

 

$103,405

 

$295,745

 

 

 


 

3. Impact of Currency Fluctuation

The following table reflects the increases (decreases) in the results of operations for each period attributable to the change in foreign currency exchange rates from the prior period as well as foreign currency gains (losses) included in other income, net for each period (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2024

 

2025

 

1st Qtr

 

2nd Qtr

 

3rd Qtr

 

4th Qtr

 

Full Year

 

1st Qtr

 

2nd Qtr

 

3rd Qtr

 

YTD

Revenue

$648

 

$(531)

 

$936

 

$316

 

$1,369

 

$(1,591)

 

$2,724

 

$2,652

 

$3,785

Costs and expenses

176

 

(673)

 

211

 

(227)

 

(513)

 

(1,966)

 

1,180

 

738

 

(48)

Operating income

472

 

142

 

725

 

543

 

1,882

 

375

 

1,544

 

1,914

 

3,833

Foreign currency gains (losses) in other income

(564)

 

(577)

 

(331)

 

519

 

(953)

 

131

 

(65)

 

1,596

 

$1,662

 

$(92)

 

$(435)

 

$394

 

$1,062

 

$929

 

$506

 

$1,479

 

$3,510

 

$5,495

 

Manhattan Associates has a large research and development center in Bangalore, India. The following table reflects the increases (decreases) in the financial results for each period attributable to changes in the Indian Rupee exchange rate (in thousands):
 

 

2024

 

2025

 

1st Qtr

 

2nd Qtr

 

3rd Qtr

 

4th Qtr

 

Full Year

 

1st Qtr

 

2nd Qtr

 

3rd Qtr

 

YTD

Operating income

$185

 

$307

 

$261

 

$302

 

$1,055

 

$785

 

$514

 

$832

 

$2,131

Foreign currency gains (losses) in other income

164

 

41

 

284

 

1,283

 

1,772

 

15

 

140

 

1,978

 

2,133

Total impact of changes in the Indian Rupee

$349

 

$348

 

$545

 

$1,585

 

$2,827

 

$800

 

$654

 

$2,810

 

$4,264

4. Other income includes the following components (in thousands):
 

 

2024

 

2025

 

1st Qtr

 

2nd Qtr

 

3rd Qtr

 

4th Qtr

 

Full Year

 

1st Qtr

 

2nd Qtr

 

3rd Qtr

 

YTD

Interest income

$1,414

 

$1,503

 

$1,636

 

$1,476

 

$6,029

 

$1,101

 

$852

 

$1,007

 

$2,960

Foreign currency gains (losses)

(564)

 

(577)

 

(331)

 

519

 

(953)

 

130

 

(65)

 

1,597

 

1,662

Other non-operating income (expense)

146

 

(12)

 

7

 

1

 

142

 

106

 

(72)

 

-

 

34

Total other income (loss)

$996

 

$914

 

$1,312

 

$1,996

 

$5,218

 

$1,337

 

$715

 

$2,604

 

$4,656

5. Capital expenditures are as follows (in thousands):
 

 

2024

 

2025

 

 

 

 

 

 

 

1st Qtr

 

2nd Qtr

 

3rd Qtr

 

4th Qtr

 

Full Year

 

1st Qtr

 

2nd Qtr

 

3rd Qtr

 

YTD

Capital expenditures

$2,321

 

$2,217

 

$1,009

 

$3,128

 

$8,675

 

$891

 

$3,980

 

$5,928

 

$10,799

 

 

 


 

6. Stock Repurchase Activity (in thousands):

 

2024

 

2025

 

1st Qtr

 

2nd Qtr

 

3rd Qtr

 

4th Qtr

 

Full Year

 

1st Qtr

 

2nd Qtr

 

3rd Qtr

 

YTD

Shares purchased under publicly-announced buy-back program

294

 

343

 

194

 

156

 

987

 

539

 

263

 

233

 

1,035

Shares withheld for taxes due upon vesting of restricted stock

165

 

3

 

8

 

2

 

178

 

179

 

3

 

8

 

190

Total shares purchased

459

 

346

 

202

 

158

 

1,165

 

718

 

266

 

241

 

1,225

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total cash paid for shares purchased under publicly-announced buy-back program

$73,411

 

$74,999

 

$49,687

 

$43,539

 

$241,636

 

$100,000

 

$49,596

 

$49,947

 

$199,543

Total cash paid for shares withheld for taxes due upon vesting of restricted stock

40,423

 

713

 

1,917

 

569

 

43,622

 

36,447

 

595

 

1,602

 

38,644

Total cash paid for excise tax

-

 

-

 

-

 

1,108

 

1,108

 

-

 

-

 

-

 

-

Total cash paid for shares repurchased

$113,834

 

$75,712

 

$51,604

 

$45,216

 

$286,366

 

$136,447

 

$50,191

 

$51,549

 

$238,187

7. Remaining Performance Obligations

We disclose revenue that we expect to recognize from our remaining performance obligations ("RPO"). Over 98% of our RPO represents cloud native subscriptions with non-cancelable terms greater than one year (including cloud-deferred revenue as well as amounts we will invoice and recognize as revenue from our performance of cloud services in future periods). Maintenance contracts are typically one year and not included in the RPO. Our RPO as of the end of each period appears below (in thousands):
 

 

March 31, 2024

 

June 30, 2024

 

September 30, 2024

 

December 31, 2024

 

March 31, 2025

 

June 30, 2025

 

September 30, 2025

Remaining Performance Obligations

$1,516,430

 

$1,601,531

 

$1,686,421

 

$1,780,400

 

$1,891,384

 

$2,013,495

 

$2,076,628