Manhattan Associates 8-K 2007
Securities And Exchange Commission
Washington, DC 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 18, 2007
(Exact Name of Registrant as Specified in Its Charter)
2300 Windy Ridge Parkway, Suite 700, Atlanta, Georgia
(Address of Principal Executive Offices)
(Registrants telephone number, including area code)
(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:
On October 23, 2007, Manhattan Associates, Inc. (the Company) issued a press release providing the results for its financial performance for the third quarter ended September 30, 2007. 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 and stock option expense under SFAS 123(R), all net of income tax effects. The press release also presents our GAAP revenue, operating income and diluted earnings per share, and our adjusted operating income and adjusted earnings per share, excluding the effects of foreign currency exchange. Adjusted operating income, adjusted net income and adjusted earnings per share are not in accordance with, or an alternative for, operating income, net income and earnings per share under generally accepted accounting principles in the United States (GAAP) and may be different from non-GAAP operating income, net income and earnings per share measures used by other companies. In addition, excluding the effects of foreign currency exchange from financial measures is not in accordance with GAAP. 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.
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 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 and fair to have their incentive compensation affected by these items. By adjusting those items not indicative of ongoing operating results, the non-GAAP financial measure 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 GAAP revenues, and our GAAP operating income and diluted earnings per share and their adjusted (non-GAAP counterparts) 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 results 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. As with our other adjusted measures, constant currency measures should not be considered in isolation or as an alternative to financial measures that reflect current period exchange rates, or to other financial measures calculated and presented in accordance with GAAP.
On October 18, 2007, the Board of Directors elected two new members to the Board: Messrs. Peter J. Kight and Dan L. Lautenbach. Mr. Kight will serve on the Compensation Committee of the Board of Directors and Mr. Lautenbach will serve on the Audit Committee.
On October 18, 2007, the Board of Directors of the Company approved and adopted Amended Bylaws of the Company, which include amendments to Article Seven thereof to expressly provide for the ability to issue uncertificated shares. These amendments are intended to comply with Rule 4350(l) of The Nasdaq Marketplace Rules which requires issuers to be eligible for a direct registration program that permits an investors ownership to be recorded and maintained on the books of the issuer or its transfer agent without the issuance of a physical stock certificate.
The foregoing description of the Amended Bylaws is qualified in its entirety by reference to the Amended Bylaws, a copy of which is attached as Exhibit 3.2 and incorporated herein by reference.
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.
Dated: October 23, 2007