8-K
MANHATTAN ASSOCIATES INC (MANH)
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): February 4, 2020
Manhattan Associates, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Georgia | 0-23999 | 58-2373424 |
|---|---|---|
| (State or Other Jurisdiction of<br>Incorporation or organization) | (Commission<br>File Number) | (I.R.S. Employer<br>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<br><br><br>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 February 4, 2020, Manhattan Associates, Inc. (“we”, “our”, or the “Company”) issued a press release providing its financial results for the three and twelve months ended December 31, 2019. 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, adjusted diluted earnings per share and certain adjusted cost measures (collectively, “adjusted results”), which variously exclude the impact of equity-based compensation and acquisition-related costs, and the related income tax effects of these items, as well as the impact of the enactment of the Tax Cuts and Jobs Act. We have developed our internal reporting, compensation and planning systems using these additional financial measures.
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 expense typically does not require cash settlement by the Company. We do not include this expense and the related income tax effects when assessing our operating performance, and believe our peers also typically present non-GAAP results that exclude equity-based compensation expense. |
|---|---|
| • | From time to time, we incur acquisition-related costs consisting primarily of (i) accounting and legal expenses, whether or not we ultimately consummate a proposed acquisition, (ii) certain unusual costs, such as employee retention benefits, resulting from pre-acquisition arrangements, and (iii) amortization of acquisition-related intangible assets. These costs are difficult to predict and, if and when incurred, generally are not expenses associated with our core operations. We exclude these costs and the related income tax effects from our internal assessments of our operating performance, and believe our peers also typically present non-GAAP results that exclude similar acquisition-related costs. |
| --- | --- |
| • | The enactment of the Tax Cuts and Jobs Act in December 2017 resulted in a provisional net one-time charge based on a reasonable estimate of the income tax effects. The charge was primarily from a tax on accumulated foreign earnings and the remeasurement of deferred tax assets. We believe tax reform on the scale of the Tax Cuts and Jobs Act is infrequent, and that the resulting charge is therefore an unusual one. We have excluded the charge from our internal assessment of our operating performance and non-GAAP results. |
| --- | --- |
We 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 companies in the industry and enable investors to evaluate our operating performance in a manner consistent with our internal basis of measurement. Management refers to adjusted results 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 results facilitate management’s internal comparisons to our historical operating results and comparisons to competitors’ operating results.
Further, we rely on adjusted results 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, restructurings 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.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
| Exhibit | |
|---|---|
| Number | Description |
| 99.1 | Press Release, dated February 4, 2020 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: February 4, 2020
4
manh-ex991_6.htm
Exhibit 99.1
| Contact: | Matt Humphries, CFA | Rick Fernandez |
|---|---|---|
| Senior Director,<br><br><br>Investor Relations | Senior Manager,<br><br><br>Corporate Communications | |
| Manhattan Associates, Inc. | Manhattan Associates, Inc. | |
| 678-597-6574 | 678-597-6988 | |
| mhumphries@manh.com | rfernandez@manh.com |
Manhattan Associates Reports Record Fourth Quarter and Full Year 2019 Revenue
ATLANTA – February 4, 2020 – Leading Supply Chain and Omnichannel Commerce Solutions provider Manhattan Associates Inc. (NASDAQ: MANH) today reported record total revenue of $152.9 million for the fourth quarter ended December 31, 2019, applying the new revenue recognition standard retrospectively. GAAP diluted earnings per share for Q4 2019 was $0.26 compared to $0.40 in Q4 2018. Non-GAAP adjusted diluted earnings per share for Q4 2019 was $0.40 compared to $0.46 in Q4 2018.
“Q4 was another strong quarter for Manhattan Associates, wrapping up a record revenue year and positioning us well for 2020 and beyond,” said Manhattan Associates president and CEO Eddie Capel. “The performance of our market-leading innovation and suite of Manhattan Active® omnichannel, inventory and supply chain solutions during a record setting 2019 peak season was a great success with overwhelmingly positive feedback from our customers, giving us further confidence as we progress in our Cloud transition. Importantly, global demand for our Cloud solutions continues to grow from new and existing customers.”
“We remain bullish on the market opportunity that lies ahead, despite continued global macro volatility, as demand for innovative solutions in the retail and supply chain markets has never been greater. Our focus continues to be on enabling our customers to Push Possible®, while positioning the business for long-term, sustainable growth,” added Mr. Capel.
FOURTH QUARTER 2019 FINANCIAL SUMMARY:
| • | Consolidated total revenue was $152.9 million in Q4 2019, compared to $144.4 million in Q4 2018. |
|---|---|
| o | Cloud subscription revenue was $15.7 million in Q4 2019, compared to $6.8 million in Q4 2018. |
| --- | --- |
| o | License revenue was $9.2 million in Q4 2019, compared to $13.3 million in Q4 2018. |
| --- | --- |
| o | Service revenue was $86.3 million in Q4 2019, compared to $84.5 million in Q4 2018. |
|---|---|
| • | GAAP diluted earnings per share was $0.26 in Q4 2019 compared to $0.40 in Q4 2018. |
| --- | --- |
| • | Adjusted diluted earnings per share, a non-GAAP measure, was $0.40 in Q4 2019, compared to $0.46 in Q4 2018. |
| --- | --- |
| • | GAAP operating income was $25.1 million in Q4 2019, compared to $34.3 million in Q4 2018. |
| --- | --- |
| • | Adjusted operating income, a non-GAAP measure, was $33.4 million in Q4 2019, compared to $39.7 million in Q4 2018. |
| --- | --- |
| • | Cash flow from operations was $34.6 million for Q4 2019, compared to $34.0 million for Q4 2018. Days Sales Outstanding was 61 days at both December 31, 2019, and September 30, 2019. |
| --- | --- |
| • | Cash and investments totaled $110.7 million at December 31, 2019, compared to $113.6 million at September 30, 2019. |
| --- | --- |
| • | During the three months ended December 31, 2019, the Company repurchased 444,852 shares of Manhattan Associates common stock under the share repurchase program authorized by our Board of Directors for a total investment of $35.0 million. In January 2020, our Board authorized the Company to repurchase up to an aggregate of $50 million of the Company’s common stock. |
| --- | --- |
FULL YEAR 2019 FINANCIAL SUMMARY:
| • | Consolidated total revenue for the twelve months ended December 31, 2019 was a record $617.9 million, compared to $559.2 million for the twelve months ended December 31, 2018. |
|---|---|
| o | Cloud subscription revenue was $46.8 million for the twelve months ended December 31, 2019, compared to $23.1 million for the twelve months ended December 31, 2018. |
| --- | --- |
| o | License revenue was $48.9 million for the twelve months ended December 31, 2019, compared to $45.4 million for the twelve months ended December 31, 2018. |
| --- | --- |
| o | Service revenue was $360.5 million for the twelve months ended December 31, 2019, compared to $329.7 million, for the twelve months ended December 31, 2018. |
|---|---|
| • | GAAP diluted earnings per share for the twelve months ended December 31, 2019 was $1.32, compared to $1.58 for the twelve months ended December 31, 2018. |
| --- | --- |
| • | Adjusted diluted earnings per share a non-GAAP measure, was $1.74 for the twelve months ended December 31, 2019, compared to $1.79 for the twelve months ended December 31, 2018. |
| --- | --- |
| • | GAAP operating income was $115.9 million for the twelve months ended December 31, 2019, compared to $133.9 million for the twelve months ended December 31, 2018. |
| --- | --- |
| • | Adjusted operating income, a non-GAAP measure, was $148.2 million for the twelve months ended December 31, 2019, compared to $154.2 million for the twelve months ended December 31, 2018. |
| --- | --- |
| • | Cash flow from operations was $146.9 million for the twelve months ended December 31, 2019, compared to $137.3 million for the twelve months ended December 31, 2018. |
| --- | --- |
| • | During the twelve months ended December 31, 2019, the Company repurchased 1,640,055 shares of Manhattan Associates common stock under the share repurchase program authorized by our Board of Directors, for a total investment of $115.9 million. |
| --- | --- |
2020 GUIDANCE
Manhattan Associates provides the following revenue, operating margin and diluted earnings per share guidance for the full year 2020:
| Guidance Range - 2020 Full Year | |||||||
|---|---|---|---|---|---|---|---|
| ($'s in millions, except operating margin and EPS) | Range | % Growth Range | |||||
| Total revenue | $ | 656 | 4% | 6% | |||
| Operating Margin: | |||||||
| GAAP operating margin | % | 15.2 | % | ||||
| Equity-based compensation | % | 5.3 | % | ||||
| Adjusted operating margin^(1)^ | % | 20.5 | % | ||||
| Diluted earnings per share (EPS): | |||||||
| GAAP EPS | $ | 1.19 | -15% | -10% | |||
| Equity-based compensation | 0.47 | ||||||
| Excess tax benefit on stock vesting^(2)^ | ) | (0.06 | ) | ||||
| Adjusted EPS^(1)^ | $ | 1.60 | -12% | -8% | |||
| ^(1)^ Adjusted operating margin and adjusted EPS are non-GAAP measures that exclude the impact of equity-based | |||||||
| compensation and acquisition-related costs, and the related income tax effects of these items if applicable. | |||||||
| ^(2)^ Excess tax benefit on stock vesting expected to occur primarily in the first quarter of 2020. |
All values are in US Dollars.
Manhattan Associates currently intends to publish in each quarterly earnings release certain expectations with respect to future financial performance. Those statements, including the guidance provided above, are forward looking. Actual results may differ materially. Those statements, including the guidance provided above, do not reflect the potential impact of mergers, acquisitions or other business combinations that may be completed after the date of the release.
Manhattan Associates will make its earnings release and published expectations available on its website (www.manh.com). Following publication of this earnings release, any expectations with respect to future financial performance contained in this release, including the guidance above, should be considered historical only, and Manhattan Associates disclaims any obligation to update them.
CONFERENCE CALL
The Company’s conference call regarding its fourth quarter and twelve months ended December 31, 2019 financial results will be held today, February 4, 2020, at 4:30 p.m. Eastern
Time. We invite investors to a live webcast of the conference call through the Investor Relations section of Manhattan Associates' website at www.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.
Those who cannot listen to the live broadcast may access a replay shortly after the call by dialing +1.855.859.2056 in the U.S. and Canada, or +1.404.537.3406 outside the U.S., and entering the conference identification number 7226618 or via the web at www.manh.com. The phone replay will be available for two weeks after the call, and the Internet webcast will be available until Manhattan Associates’ first quarter 2020 earnings release.
GAAP VERSUS NON-GAAP PRESENTATION
The Company 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 twelve months ended December 31, 2019.
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, acquisition-related costs and the amortization of these costs, (from time to time) restructuring charges – all net of income tax effects, and the impact of the enactment of the Tax Cuts and Jobs Act. We include reconciliations of the Company’s GAAP financial measures to non-GAAP adjustments in the supplemental information attached to this release.
ABOUT MANHATTAN ASSOCIATES
Manhattan Associates is a 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 and on-premise 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 “2020 Guidance,” statements we make about market adoption of our cloud-based solution and other 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 such 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. Among the important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are: uncertainty about the global economy, risks related from transitioning our business from a traditional perpetual license software company (generally hosted by our customers on their own premises and equipment) to a subscription-based software-as-a service/cloud-based model, disruption in the retail sector, the possible effect of new U.S. tariffs on imports from other countries (and possible responsive tariffs on U.S. exports by other countries) on international commerce, delays in product development, competitive pressures, software errors, information security breaches and the risk factors set forth in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 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.
MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Income
(in thousands, except per share amounts)
| Three Months Ended December 31, | Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | |||||||
| (unaudited) | (unaudited) | |||||||||
| Revenue: | ||||||||||
| Cloud subscriptions | $ | 15,721 | $ | 6,803 | $ | 46,831 | $ | 23,104 | ||
| Software license | 9,234 | 13,314 | 48,855 | 45,368 | ||||||
| Maintenance | 38,045 | 36,466 | 149,230 | 147,033 | ||||||
| Services | 86,308 | 84,525 | 360,516 | 329,685 | ||||||
| Hardware | 3,621 | 3,258 | 12,517 | 13,967 | ||||||
| Total revenue | 152,929 | 144,366 | 617,949 | 559,157 | ||||||
| Costs and expenses: | ||||||||||
| Cost of software license | 663 | 682 | 2,626 | 5,297 | ||||||
| Cost of cloud subscriptions, maintenance and services | 71,190 | 62,138 | 282,341 | 235,584 | ||||||
| Research and development | 21,784 | 18,208 | 87,608 | 71,896 | ||||||
| Sales and marketing | 15,434 | 13,843 | 56,860 | 51,262 | ||||||
| General and administrative | 16,512 | 13,222 | 64,603 | 52,618 | ||||||
| Depreciation and amortization | 2,277 | 1,997 | 7,987 | 8,613 | ||||||
| Total costs and expenses | 127,860 | 110,090 | 502,025 | 425,270 | ||||||
| Operating income | 25,069 | 34,276 | 115,924 | 133,887 | ||||||
| Other (loss) income, net | (215 | ) | (901 | ) | 153 | 2,344 | ||||
| Income before income taxes | 24,854 | 33,375 | 116,077 | 136,231 | ||||||
| Income tax provision | 8,096 | 7,460 | 30,315 | 31,541 | ||||||
| Net income | $ | 16,758 | $ | 25,915 | $ | 85,762 | $ | 104,690 | ||
| Basic earnings per share | $ | 0.26 | $ | 0.40 | $ | 1.33 | $ | 1.58 | ||
| Diluted earnings per share | $ | 0.26 | $ | 0.40 | $ | 1.32 | $ | 1.58 | ||
| Weighted average number of shares: | ||||||||||
| Basic | 63,822 | 65,199 | 64,397 | 66,201 | ||||||
| Diluted | 64,807 | 65,526 | 65,103 | 66,434 |
MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES
Reconciliation of Selected GAAP to Non-GAAP Measures
(in thousands, except per share amounts)
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | |||||||||
| Operating income | $ | 25,069 | $ | 34,276 | $ | 115,924 | $ | 133,887 | ||||
| Equity-based compensation (a) | 8,195 | 5,291 | 31,841 | 19,864 | ||||||||
| Purchase amortization (c) | 107 | 108 | 430 | 430 | ||||||||
| Adjusted operating income (Non-GAAP) | $ | 33,371 | $ | 39,675 | $ | 148,195 | $ | 154,181 | ||||
| Income tax provision | $ | 8,096 | $ | 7,460 | $ | 30,315 | $ | 31,541 | ||||
| Equity-based compensation (a) | (1,166 | ) | 1,092 | 4,627 | 4,662 | |||||||
| Tax benefit of stock awards vested (b) | 10 | 6 | 156 | 777 | ||||||||
| Purchase amortization (c) | 28 | 22 | 107 | 101 | ||||||||
| U.S. Tax Cuts and Jobs Act impact (d) | - | (146 | ) | - | 202 | |||||||
| Adjusted income tax provision (Non-GAAP) | $ | 6,968 | $ | 8,434 | $ | 35,205 | $ | 37,283 | ||||
| Net income | $ | 16,758 | $ | 25,915 | $ | 85,762 | $ | 104,690 | ||||
| Equity-based compensation (a) | 9,361 | 4,199 | 27,214 | 15,202 | ||||||||
| Tax benefit of stock awards vested (b) | (10 | ) | (6 | ) | (156 | ) | (777 | ) | ||||
| Purchase amortization (c) | 79 | 86 | 323 | 329 | ||||||||
| U.S. Tax Cuts and Jobs Act impact (d) | - | 146 | - | (202 | ) | |||||||
| Adjusted net income (Non-GAAP) | $ | 26,188 | $ | 30,340 | $ | 113,143 | $ | 119,242 | ||||
| Diluted EPS | $ | 0.26 | $ | 0.40 | $ | 1.32 | $ | 1.58 | ||||
| Equity-based compensation (a) | 0.14 | 0.06 | 0.42 | 0.23 | ||||||||
| Tax benefit of stock awards vested (b) | - | - | - | (0.01 | ) | |||||||
| Purchase amortization (c) | - | - | - | - | ||||||||
| U.S. Tax Cuts and Jobs Act impact (d) | - | - | - | - | ||||||||
| Adjusted diluted EPS (Non-GAAP) | $ | 0.40 | $ | 0.46 | $ | 1.74 | $ | 1.79 | ||||
| Fully diluted shares | 64,807 | 65,526 | 65,103 | 66,434 | ||||||||
| (a) | Adjusted results exclude all equity-based compensation, to facilitate comparison with our peers and because it typically does not require cash settlement. As explained in our Current Report on Form 8-K filed today with the SEC, we do not include this expense when assessing our operating performance. We do not receive a GAAP tax benefit for a portion of our equity-based compensation, mainly due to Section 162(m) of the Internal Revenue Code which limits tax deductions for compensation granted to certain executives. The Tax Cuts and Jobs Act further increased these limitations. Thus, we have changed from applying an overall effective rate in our tax adjustment to using the actual tax benefit for equity-based compensation included in our GAAP results after considering the impact of non-deductible equity-based compensation. To effect this change, we have trued up our GAAP to Adjusted tax adjustment for 2019 in the fourth quarter of 2019. | |||||||||||
| --- | --- | |||||||||||
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||
| 2019 | 2018 | 2019 | 2018 | |||||||||
| Cost of services | $ | 2,346 | $ | 1,583 | $ | 9,298 | $ | 5,787 | ||||
| Research and development | 1,565 | 1,095 | 6,126 | 4,230 | ||||||||
| Sales and marketing | 878 | 545 | 3,311 | 2,041 | ||||||||
| General and administrative | 3,406 | 2,068 | 13,106 | 7,806 | ||||||||
| Total equity-based compensation | $ | 8,195 | $ | 5,291 | $ | 31,841 | $ | 19,864 | ||||
| (b) | Adjustments represent the excess tax benefits and tax deficiencies of the stock awards vested during the period. Excess tax benefits (deficiencies) occur when the amount deductible for an award of equity instruments on our tax return is more (less) than the cumulative compensation cost recognized for financial reporting purposes. As discussed above, we excluded 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 excluded the related tax benefit (expense) generated upon their vesting. | |||||||||||
| --- | --- | |||||||||||
| (c) | Adjustments represent purchased intangibles amortization from a prior acquisition. We exclude that amortization from adjusted results to facilitate comparison with our peers, to facilitate comparisons of the results of our core operations from period to period and for the other reasons explained in our Current Report on Form 8-K filed with the SEC. | |||||||||||
| --- | --- | |||||||||||
| (d) | In the fourth quarter of 2017, we recorded a provisional net one-time tax of $2.8 million due to the enactment of the Tax Cuts and Jobs Act in December 2017. We calculated that amount based on a reasonable estimate of the income tax effects, primarily from a tax on accumulated foreign earnings and the remeasurement of deferred tax assets. We finalized our calculations, resulting in a tax benefit of $0.2 million during the twelve months ended December 31, 2018. | |||||||||||
| --- | --- |
MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(in thousands, except share and per share data)
| December 31, 2018 | |||||
|---|---|---|---|---|---|
| ASSETS | |||||
| Current Assets: | |||||
| Cash and cash equivalents | 110,678 | $ | 99,126 | ||
| Short-term investments | - | 1,440 | |||
| Accounts receivable, net of allowance of 2,826 and 2,589 at December 31, 2019 and December 31, 2018, respectively | 100,937 | 100,108 | |||
| Prepaid expenses and other current assets | 20,426 | 14,708 | |||
| Total current assets | 232,041 | 215,382 | |||
| Property and equipment, net | 22,725 | 14,318 | |||
| Operating lease right-of-use assets | 35,896 | - | |||
| Goodwill, net | 62,237 | 62,240 | |||
| Deferred income taxes | 6,814 | 5,442 | |||
| Other assets | 12,566 | 9,768 | |||
| Total assets | 372,279 | $ | 307,150 | ||
| LIABILITIES AND SHAREHOLDERS' EQUITY | |||||
| Current liabilities: | |||||
| Accounts payable | 20,561 | $ | 18,181 | ||
| Accrued compensation and benefits | 45,991 | 29,485 | |||
| Accrued and other liabilities | 19,325 | 12,161 | |||
| Deferred revenue | 94,371 | 81,894 | |||
| Income taxes payable | 1,348 | 3,543 | |||
| Total current liabilities | 181,596 | 145,264 | |||
| Operating lease liabilities, long-term | 32,416 | - | |||
| Other non-current liabilities | 15,989 | 14,739 | |||
| Shareholders' equity: | |||||
| Preferred stock, no par value; 20,000,000 shares authorized, no shares issued or<br> outstanding at December 31, 2019 and December 31, 2018 | - | - | |||
| Common stock, .01 par value; 200,000,000 shares authorized; 63,456,986 and<br> 64,860,419 shares issued and outstanding at December 31, 2019 and<br> December 31, 2018, respectively | 635 | 649 | |||
| Retained earnings | 159,490 | 163,359 | |||
| Accumulated other comprehensive loss | (17,847 | ) | (16,861 | ) | |
| Total shareholders' equity | 142,278 | 147,147 | |||
| Total liabilities and shareholders' equity | 372,279 | $ | 307,150 |
All values are in US Dollars.
MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(in thousands)
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2019 | 2018 | |||||
| Operating activities: | ||||||
| Net income | $ | 85,762 | $ | 104,690 | ||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
| Depreciation and amortization | 7,987 | 8,613 | ||||
| Equity-based compensation | 31,841 | 19,864 | ||||
| (Gain) loss on disposal of equipment | (429 | ) | 59 | |||
| Deferred income taxes | (1,406 | ) | (4,265 | ) | ||
| Unrealized foreign currency (gain) loss | (708 | ) | 298 | |||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable, net | (1,065 | ) | (9,341 | ) | ||
| Other assets | (8,924 | ) | (4,357 | ) | ||
| Accounts payable, accrued and other liabilities | 20,812 | 18,603 | ||||
| Income taxes | 1,180 | (4,390 | ) | |||
| Deferred revenue | 11,858 | 7,575 | ||||
| Net cash provided by operating activities | 146,908 | 137,349 | ||||
| Investing activities: | ||||||
| Purchases of property and equipment | (15,193 | ) | (7,306 | ) | ||
| Net maturities (purchases) of short-term investments | 1,439 | (2,532 | ) | |||
| Net cash used in investing activities | (13,754 | ) | (9,838 | ) | ||
| Financing activities: | ||||||
| Purchase of common stock | (121,487 | ) | (149,322 | ) | ||
| Net cash used in financing activities | (121,487 | ) | (149,322 | ) | ||
| Foreign currency impact on cash | (115 | ) | (4,585 | ) | ||
| Net change in cash and cash equivalents | 11,552 | (26,396 | ) | |||
| Cash and cash equivalents at beginning of period | 99,126 | 125,522 | ||||
| Cash and cash equivalents at end of period | $ | 110,678 | $ | 99,126 |
MANHATTAN ASSOCIATES, INC.
SUPPLEMENTAL INFORMATION
| 1. | GAAP and Adjusted earnings per share by quarter are as follows: | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2018 | 2019 | |||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 1st Qtr | 2nd Qtr | 3rd Qtr | 4th Qtr | Full Year | 1st Qtr | 2nd Qtr | 3rd Qtr | 4th Qtr | Full Year | |||||||||||||
| GAAP Diluted EPS | $ | 0.33 | $ | 0.42 | $ | 0.43 | $ | 0.40 | $ | 1.58 | $ | 0.32 | $ | 0.32 | $ | 0.42 | $ | 0.26 | $ | 1.32 | ||
| Adjustments to GAAP: | ||||||||||||||||||||||
| Equity-based compensation | 0.05 | 0.06 | 0.06 | 0.06 | 0.23 | 0.08 | 0.10 | 0.09 | 0.14 | 0.42 | ||||||||||||
| Tax benefit of stock awards vested | (0.01 | ) | - | - | - | (0.01 | ) | - | - | - | - | - | ||||||||||
| Purchase amortization | - | - | - | - | - | - | - | - | - | - | ||||||||||||
| U.S. Tax Cuts and Jobs Act impact | (0.01 | ) | - | - | - | - | - | - | - | - | - | |||||||||||
| Adjusted Diluted EPS | $ | 0.37 | $ | 0.47 | $ | 0.49 | $ | 0.46 | $ | 1.79 | $ | 0.41 | $ | 0.42 | $ | 0.51 | $ | 0.40 | $ | 1.74 | ||
| Fully Diluted Shares | 67,736 | 66,535 | 65,901 | 65,526 | 66,434 | 65,204 | 65,093 | 64,992 | 64,807 | 65,103 |
2.Revenues and operating income by reportable segment are as follows (in thousands):
| 2018 | 2019 | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1st Qtr | 2nd Qtr | 3rd Qtr | 4th Qtr | Full Year | 1st Qtr | 2nd Qtr | 3rd Qtr | 4th Qtr | Full Year | |||||||||||
| Revenue: | ||||||||||||||||||||
| Americas | $ | 104,615 | $ | 112,945 | $ | 113,886 | $ | 114,040 | $ | 445,486 | $ | 114,873 | $ | 121,778 | $ | 132,028 | $ | 121,155 | $ | 489,834 |
| EMEA | 19,164 | 21,356 | 21,181 | 23,043 | 84,744 | 26,288 | 25,043 | 22,978 | 23,964 | 98,273 | ||||||||||
| APAC | 6,790 | 7,570 | 7,284 | 7,283 | 28,927 | 7,243 | 7,520 | 7,269 | 7,810 | 29,842 | ||||||||||
| $ | 130,569 | $ | 141,871 | $ | 142,351 | $ | 144,366 | $ | 559,157 | $ | 148,404 | $ | 154,341 | $ | 162,275 | $ | 152,929 | $ | 617,949 | |
| GAAP Operating Income: | ||||||||||||||||||||
| Americas | $ | 20,318 | $ | 26,589 | $ | 26,200 | $ | 24,422 | $ | 97,529 | $ | 18,051 | $ | 16,826 | $ | 26,310 | $ | 17,437 | $ | 78,624 |
| EMEA | 5,475 | 6,252 | 7,413 | 7,297 | 26,437 | 7,734 | 8,057 | 6,371 | 4,772 | 26,934 | ||||||||||
| APAC | 2,037 | 2,844 | 2,483 | 2,557 | 9,921 | 2,491 | 2,699 | 2,316 | 2,860 | 10,366 | ||||||||||
| $ | 27,830 | $ | 35,685 | $ | 36,096 | $ | 34,276 | $ | 133,887 | $ | 28,276 | $ | 27,582 | $ | 34,997 | $ | 25,069 | $ | 115,924 | |
| Adjustments (pre-tax): | ||||||||||||||||||||
| Americas: | ||||||||||||||||||||
| Equity-based<br><br><br>compensation | $ | 4,343 | $ | 4,927 | $ | 5,303 | $ | 5,291 | $ | 19,864 | $ | 7,182 | $ | 8,462 | 8,002 | $ | 8,195 | $ | 31,841 | |
| Purchase amortization | 107 | 108 | 107 | 108 | 430 | 108 | 107 | 108 | 107 | 430 | ||||||||||
| $ | 4,450 | $ | 5,035 | $ | 5,410 | $ | 5,399 | $ | 20,294 | $ | 7,290 | $ | 8,569 | $ | 8,110 | $ | 8,302 | $ | 32,271 | |
| Adjusted non-GAAP Operating Income: | ||||||||||||||||||||
| Americas | $ | 24,768 | $ | 31,624 | $ | 31,610 | $ | 29,821 | $ | 117,823 | $ | 25,341 | $ | 25,395 | $ | 34,420 | $ | 25,739 | $ | 110,895 |
| EMEA | 5,475 | 6,252 | 7,413 | 7,297 | 26,437 | 7,734 | 8,057 | 6,371 | 4,772 | 26,934 | ||||||||||
| APAC | 2,037 | 2,844 | 2,483 | 2,557 | 9,921 | 2,491 | 2,699 | 2,316 | 2,860 | 10,366 | ||||||||||
| $ | 32,280 | $ | 40,720 | $ | 41,506 | $ | 39,675 | $ | 154,181 | $ | 35,566 | $ | 36,151 | $ | 43,107 | $ | 33,371 | $ | 148,195 | |
| 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):
| 2018 | 2019 | ||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1st Qtr | 2nd Qtr | 3rd Qtr | 4th Qtr | Full Year | 1st Qtr | 2nd Qtr | 3rd Qtr | 4th Qtr | Full Year | ||||||||||||||||||
| Revenue | $ | 2,781 | $ | 1,699 | $ | (581 | ) | $ | (1,068 | ) | $ | 2,831 | $ | (2,419 | ) | $ | (1,906 | ) | $ | (1,352 | ) | $ | (670 | ) | $ | (6,347 | ) |
| Costs and expenses | 2,328 | 831 | (1,177 | ) | (1,774 | ) | 208 | (2,686 | ) | (1,696 | ) | (988 | ) | (346 | ) | (5,716 | ) | ||||||||||
| Operating income | 453 | 868 | 596 | 706 | 2,623 | 267 | (210 | ) | (364 | ) | (324 | ) | (631 | ) | |||||||||||||
| Foreign currency gains (losses) in other income | 366 | 705 | 1,431 | (1,185 | ) | 1,317 | (590 | ) | (377 | ) | 298 | (325 | ) | (994 | ) | ||||||||||||
| $ | 819 | $ | 1,573 | $ | 2,027 | $ | (479 | ) | $ | 3,940 | $ | (323 | ) | $ | (587 | ) | $ | (66 | ) | $ | (649 | ) | $ | (1,625 | ) |
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):
| 2018 | 2019 | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1st Qtr | 2nd Qtr | 3rd Qtr | 4th Qtr | Full Year | 1st Qtr | 4th Qtr | Full Year | ||||||||||||||||||
| Operating income | $ | (360 | ) | $ | 359 | $ | 828 | $ | 1,066 | $ | 1,893 | $ | 981 | 438 | 51 | $ | (140 | ) | $ | 1,330 | |||||
| Foreign currency gains (losses) in other<br><br><br>income | 210 | 1,120 | 1,572 | (1,074 | ) | 1,828 | (182 | ) | (127 | ) | 437 | 284 | 412 | ||||||||||||
| Total impact of<br><br><br>changes in the<br><br><br>Indian Rupee | $ | (150 | ) | $ | 1,479 | $ | 2,400 | $ | (8 | ) | $ | 3,721 | $ | 799 | 311 | 488 | $ | 144 | $ | 1,742 |
All values are in US Dollars.
4.Other income includes the following components (in thousands):
| 2018 | 2019 | ||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1st Qtr | 2nd Qtr | 3rd Qtr | 4th Qtr | Full Year | 1st Qtr | 2nd Qtr | 3rd Qtr | 4th Qtr | Full Year | ||||||||||||||||||
| Interest income | $ | 347 | $ | 241 | $ | 201 | $ | 278 | $ | 1,067 | $ | 231 | $ | 178 | $ | 191 | $ | 115 | $ | 715 | |||||||
| Foreign currency gains<br><br><br>(losses) | 366 | 705 | 1,431 | (1,185 | ) | 1,317 | (590 | ) | (377 | ) | 298 | (325 | ) | (994 | ) | ||||||||||||
| Other non-operating<br><br><br>income (expense) | 8 | 40 | (94 | ) | 6 | (40 | ) | (12 | ) | 128 | 321 | (5 | ) | 432 | |||||||||||||
| Total other income (loss) | $ | 721 | $ | 986 | $ | 1,538 | $ | (901 | ) | $ | 2,344 | $ | (371 | ) | $ | (71 | ) | $ | 810 | $ | (215 | ) | $ | 153 |
5.Capital expenditures are as follows (in thousands):
| 2018 | 2019 | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1st Qtr | 2nd Qtr | 3rd Qtr | 4th Qtr | Full Year | 1st Qtr | 2nd Qtr | 3rd Qtr | 4th Qtr | Full Year | |||||||||||
| Capital expenditures | $ | 2,174 | $ | 1,881 | $ | 1,481 | $ | 1,770 | $ | 7,306 | $ | 616 | $ | 2,689 | $ | 8,053 | $ | 3,835 | $ | 15,193 |
| 6. | Stock Repurchase Activity (in thousands): | |||||||||||||||||||
| --- | --- | |||||||||||||||||||
| 2018 | 2019 | |||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 1st Qtr | 2nd Qtr | 3rd Qtr | 4th Qtr | Full Year | 1st Qtr | 2nd Qtr | 3rd Qtr | 4th Qtr | Full Year | |||||||||||
| Shares purchased under publicly-announced buy-back program | 1,158 | 1,082 | 389 | 519 | 3,148 | 464 | 302 | 429 | 445 | 1,640 | ||||||||||
| Shares withheld for taxes due upon vesting of restricted stock | 111 | 1 | 3 | - | 115 | 106 | 1 | 4 | 1 | 112 | ||||||||||
| Total shares purchased | 1,269 | 1,083 | 392 | 519 | 3,263 | 570 | 303 | 433 | 446 | 1,752 | ||||||||||
| Total cash paid for shares purchased under publicly-announced buy-back program | $ | 49,972 | $ | 47,876 | $ | 20,669 | $ | 24,757 | $ | 143,274 | $ | 24,927 | $ | 19,993 | $ | 35,955 | $ | 34,992 | $ | 115,867 |
| Total cash paid for shares withheld for taxes due upon vesting of restricted stock | 5,843 | 23 | 175 | 7 | 6,048 | 5,233 | 85 | 266 | 36 | 5,620 | ||||||||||
| Total cash paid for shares repurchased | $ | 55,815 | $ | 47,899 | $ | 20,844 | $ | 24,764 | $ | 149,322 | $ | 30,160 | $ | 20,078 | $ | 36,221 | $ | 35,028 | $ | 121,487 |
- Remaining Performance Obligations
Under the new revenue recognition standard, we now disclose revenue we expect to recognize from our remaining performance obligations. Our reported performance obligations primarily represent cloud subscriptions with a non-cancelable term 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). Our deferred revenue on the balance sheet primarily relates to our maintenance contracts, which are typically one year in duration and are not included in the remaining performance obligations. Below are our remaining performance obligations as of the end of each period (in thousands):
| December 31, 2018 | March 31, 2019 | June 30, 2019 | September 30, 2019 | December 31, 2019 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Remaining Performance Obligations | $ | 76,990 | $ | 100,532 | $ | 120,403 | $ | 152,043 | $ | 171,665 |