þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Georgia | 58-2373424 | |
(State or Other Jurisdiction of | (I.R.S. Employer Identification No.) | |
Incorporation or Organization ) | ||
2300 Windy Ridge Parkway, Suite 700 | ||
Atlanta, Georgia | 30339 | |
( Address of Principal Executive Offices ) | ( Zip Code ) |
Title of Each Class | Name of Each Exchange on Which Registered | |
None | None |
Item | ||||||||
Number | Page Number | |||||||
PART I
|
||||||||
|
||||||||
1 | 2 | |||||||
1A | 12 | |||||||
1B | 19 | |||||||
2 | 19 | |||||||
3 | 19 | |||||||
4 | 19 | |||||||
|
||||||||
PART II
|
||||||||
|
||||||||
5 | 20 | |||||||
6 | 21 | |||||||
7 | 22 | |||||||
7A | 36 | |||||||
8 | 37 | |||||||
9 | 67 | |||||||
9A | 67 | |||||||
9B | 67 | |||||||
|
||||||||
PART III
|
||||||||
|
||||||||
10 | 67 | |||||||
11 | 67 | |||||||
12 | 67 | |||||||
13 | 68 | |||||||
14 | 68 | |||||||
|
||||||||
PART IV
|
||||||||
|
||||||||
15 | 68 | |||||||
74 | ||||||||
EX-10.6 FIRST AMENDMENT TO LEASE AGREEMENT DATED 6-2-02 | ||||||||
EX-10.7 SECOND AMENDMENT TO LEASE DATED 2-27-07 | ||||||||
EX-21.1 LIST OF SUBSIDIARIES | ||||||||
EX-23.1 CONSENT OF ERNST & YOUNG LLP | ||||||||
EX-31.1 SECTION 302 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER | ||||||||
EX-31.2 SECTION 302 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER | ||||||||
EX-32.1 SECTION 906 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER |
1
| Optimizing inventory levels; | ||
| Improving inventory and order accuracy; | ||
| Improving compliance with customer requirements, including radio frequency identification (RFID) and electronic product code (EPC) requirements; | ||
| Facilitating multi-channel planning and fulfillment; | ||
| Improving visibility of inventory, order status and delivery status; | ||
| Enhancing communication with other participants in the supply chain, including suppliers, customers and transportation providers; | ||
| Increasing the productivity of labor, facilities and materials-handling equipment; and | ||
| Lowering transportation costs. |
2
| Advanced Planning allows companies to plan their inventory using several methodologies. Included in Advanced Planning are the following planning components: |
o | Financial and Item Planning , which enables companies to develop top-down and bottom-up plans across multiple channels and multiple levels of the product hierarchy; | ||
o | Assortment Planning , which supports defining, building and managing assortments to meet financial goals; | ||
o | Catalog Planning and Web Planning , which support the unique planning requirements of the catalog and Web channels; and | ||
o | Promotion Planning , which allows companies to plan and manage promotional events and assortments. |
| Demand Forecasting enables companies to generate and maintain forecasts at different levels of product data. It also includes a Promotion Forecasting solution which generates a promotion forecast and promotional lift based on historical sales. | ||
| Replenishment helps companies regulate, maintain and deploy inventory. It is also offered to companies for Vendor Managed Inventory , as a solution to allow them to manage their own replenishment. |
3
| Distributed Order Management manages the order fulfillment process, capturing and allocating orders across multiple supply chain channels to balance supply with demand. | ||
| Warehouse Management manages the processes that take place in a distribution center, beginning with the placement of an order by a customer and ending with the order fulfillment process. It includes a dynamic billing solution called Billing Management , which captures information from supply chain systems to enable logistics service providers to track and bill clients for inventory handling, storage, fulfillment and transportation activities. | ||
| Slotting Optimization helps determine the optimal layout and placement of products in a distribution facility. | ||
| Labor Management enables the tracking, monitoring and management of employee activities within the warehouse. | ||
| Transportation Management allows companies to plan, procure and execute transportation services. Within Transportation Management are the following solutions: Transportation Procurement which enables the development and management of a transportation strategy that considers business factors while soliciting bids from transportation providers and designing the execution plan around it; Transportation Planning and Execution which allows shippers to execute on transportation plans and adjust their transportation network in real time based on events; Fleet Managementwhich allows companies to manage both private and dedicated fleets; Audit Payment and Claims which automates freight invoicing processing, payment and reconciliation to provide closed loop financial reconciliation of transportation processes; and Carrier Management which allows carriers to manage their overall transportation network and their use of resources and assets. | ||
| Yard Management plans, executes, tracks and audits all incoming and outgoing loads, providing visibility into yard activities and managing both the yard and dock doors. | ||
| Trading Partner Management synchronizes the business processes and communication of suppliers, manufacturers, distributors, logistics service providers and customers. It includes Supplier Enablement which extends execution capabilities to vendors and factories trading partners through purchase order management and fulfillment and shipping management; Logistics Hub Management which extends execution capabilities to hubs, enabling them to manage and create advance ship notices; Carrier Enablement which provides visibility to in-transit shipments and allows carriers to provide shipment status to create greater visibility; and Customer/Store Enablement which provides order and inventory visibility and Web-based order entry for both customers and shippers. | ||
| Reverse Logistics Management manages and automates the returns processtracking, storing, referencing and reporting on returned merchandise to increase net asset recovery. | ||
| RFID Solutions help capture and track EPC data and utilize this information to better manage and track inventory. They include: EPC Manager which captures and tracks unique EPC event data and integrates with other applications and existing systems to share this data; Enterprise EPC Manager which collects EPC data across the entire enterprise into a single repository; and Integration Manager for RFID which enables the integration of RFID capabilities with other solutions, includes other Manhattan Associates solutions. |
4
5
6
7
Industries |
Aldes |
Alidi |
Alliance Boots |
Alshaya Trading |
Alternativa |
Anderson Media |
Argos Limited |
ASICS AMERICA |
Associated Food Stores |
Associated Wholesale Grocers |
AtomicBox |
Barnes Distribution |
Bidvest Group |
Blair Corporation |
Botanic |
Build-A-Bear Workshop |
Bulova Corporation |
C&J Clark America |
C.S. Brooks World Carpets |
Cabelas Incorporated |
CargoCare |
Carole Hochman Designs |
Catering Engros |
Central Grocers |
Cingular Wireless |
Con-Way Truckload Services |
Cornerstone Brands |
Croscill |
Custom Building Products, Inc. |
Davids Bridal |
DeCA |
Del Monte Fresh Produce |
Deluxe Film Services |
DHL Logistics Singapore Pte Ltd |
Donaldson Company, Inc. |
Electronics for Imaging |
Ergon SCM de Mexico SA de CV |
Exel |
Family Dollar |
Fiskars Brands |
Fitness Quest |
Fowler Welch Coolchain |
Fujitsu Asia Pte. Ltd. |
GAZAL Apparel Pty Limited |
Genuine Parts |
Godiva Chocolatier |
Goodman Global Holding |
Gopher Sport |
H&O Distribution |
H.D. Smith Wholesale Drug Co. |
Halfords |
Hanesbrands |
Henkel Consumer Adhesives |
Holiday |
Hot Springs |
Hudd Distribution Services |
IFC Warehousing & Distribution |
Innotrac Corporation |
Inter-Fab, Inc |
Interstate Distributor Co. |
IP Budin |
Jack Links Beef Jerky |
Kangxin Logistics Co., Ltd., |
Kohls Departments Stores |
Kontena |
Lenta |
Lianozovo Dairy |
Meyer Group Ltd |
MGA Entertainment, Inc. |
MOL Logistics |
Mothercare UK |
Natures Best |
Newark Electronics |
Nissin Corporation |
Northern Safety Co. |
Office Depot |
Okaidi |
Pacific Sunwear of California, Inc. |
Paris S.A. |
Payless ShoeSource |
Perfect 10 Satellite Distribution |
Performance Team Freight Systems |
Phillips Van Heusen Corporation |
PJ Food Service |
PT Matahari Putra Pima Tbk |
PUMA North America |
Recreational Equipment, Inc. |
Rocky Brands |
Ronco |
Sara Lee Corporation |
School Apparel |
Sentry Logistics |
Servicios Empresariales Zimag S.A. de C.V. |
Shanghai Paradise Electrical Appliances Co., Ltd |
Shenzhen Jin Tian Logistics Technology |
Speed Transportation |
Springs Global US, Inc. |
Sturm Foods, Inc. |
StyleMark |
Sumifru Corporation |
Sunrise Technologies |
Sysco Corporation |
Systems Material Handling |
Teva Pharmaceuticals |
The Hillman Group |
The Jay Group |
The Orvis Company |
The Tranzonic Company |
Thermwell Products Co., Inc. |
TNT Logistics |
Toshiba TEC America |
Transtar Industries, Inc. |
Tyco Healthcare Group |
Under Armour, Inc. |
US Foodservice |
UWT Logistics LLC |
Ventura Foods |
Vera Bradley Designs |
VF |
Walls Industries |
Warnaco,Inc. |
8
| Vendor and product reputation; | ||
| Compliance with industry standards; | ||
| Solution architecture; | ||
| Solution functionality and features; | ||
| Integration experience, particularly with ERP providers and material handling equipment providers; | ||
| Industry expertise; | ||
| Ease and speed of implementation; | ||
| Return on investment; | ||
| Solution quality and performance; | ||
| Total cost of ownership; | ||
| Solution price; and | ||
| Level of support. |
9
| the corporate information technology departments of current or potential customers capable of internally developing solutions; | ||
| supply chain execution vendors, including Catalyst International, Inc., RedPrairie Corporation, and Highjump (3M), among others; | ||
| supply chain planning vendors including Compass, DemandTec, Lawson and SAS/Marketmax, among others; | ||
| enterprise resource planning (ERP) or supply chain management (SCM) application vendors with products or modules of their product suite offering varying degrees of supply chain execution (SCE) functionality, such as Infor, JDA Software Group, Inc., i2 Technologies, Oracle Corp. and SAP AG; and | ||
| smaller independent companies that have developed or are attempting to develop distribution center management software that competes with our SCE solutions. |
10
11
| the varying sales cycle for our products and services from customer to customer; | ||
| demand for our products; | ||
| customers budgeting and purchasing cycles; | ||
| delays in our implementations at customer sites; | ||
| timing of hiring new services employees and the rate at which these employees become productive; | ||
| development and performance of our distribution channels; and | ||
| timing of any acquisitions and related costs. |
12
| the corporate information technology departments of current or potential customers capable of internally developing solutions; | ||
| supply chain execution vendors, including Catalyst International, Inc., RedPrairie Corporation, Optum, Inc., Provia Software, Inc., Highjump (3M) and SSA Global Technologies, Inc. among others; | ||
| supply chain planning vendors including Compass, DemandTec, Lawson and SAS/Marketmax, among others; | ||
| enterprise resource planning (ERP) or supply chain management (SCM) application vendors with products or modules of their product suite offering varying degrees of supply chain execution (SCE) functionality, such as Retek, Inc., Manugistics Group, Inc., i2 Technologies, Oracle Corp. and SAP AG; and | ||
| smaller independent companies that have developed or are attempting to develop distribution center management software that competes with our SCE solutions. |
13
| building and maintaining a competitive presence in new markets; | ||
| difficulties in staffing and managing foreign operations; | ||
| difficulties in managing international systems integrators; | ||
| difficulties and expenses associated with complying with a variety of foreign laws; | ||
| difficulties in producing localized versions of our products; | ||
| import and export restrictions and tariffs; | ||
| difficulties in collecting accounts receivable; | ||
| unexpected changes in regulatory requirements; | ||
| currency fluctuations; and | ||
| political and economic instability abroad. |
14
| maintain continuity in our executive officers; | ||
| improve our operational, financial and management controls; | ||
| improve our reporting systems and procedures; | ||
| enhance management and information control systems; | ||
| develop the management skills of our managers and supervisors; and | ||
| train and motivate our employees. |
15
| difficulties in assimilating new operations and personnel; | ||
| diverting financial and management resources from existing operations; and | ||
| difficulties in integrating acquired technologies. |
| risks associated with the diversion of resources; | ||
| the inability to generate sufficient revenue; | ||
| the management of relationships with third parties; and | ||
| potential additional expenses. |
16
17
| demand for our products; | ||
| the timing of and extent to which we invest in new technology; | ||
| the timing of and extent to which we acquire other companies; | ||
| the level and timing of revenue; | ||
| the expenses of sales and marketing and new product development; | ||
| the success and related expense of increasing our brand awareness; | ||
| the cost of facilities to accommodate a growing workforce; | ||
| the extent to which competitors are successful in developing new products and increasing their market share; and | ||
| the costs involved in maintaining and enforcing intellectual property rights. |
| quarterly variations in operating results; | ||
| announcements of technological innovations or new products by us or our competitors; | ||
| developments with respect to patents or proprietary rights; and | ||
| changes in financial estimates by securities analysts. |
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
69
70
71
72
73
Item 5.
Market for Registrants Common Equity, Related Shareholder Matters and Issuer Purchases
of Equity Securities
Fiscal Period
High Price
Low Price
$
22.46
$
20.74
21.90
18.52
25.49
18.05
30.81
23.60
$
24.02
$
19.29
22.38
17.44
23.53
19.30
23.79
20.48
Number of securities to be
Weighted-average exercise
Number of securities
issued upon exercise of
price of outstanding
remaining available for future
outstanding options, warrants
options, warrants and
issuance under equity
Plan Category
and rights
rights
compensation plans
6,308,359
$
24.80
1,961,651
6,308,359
$
24.80
1,961,651
Table of Contents
Total Number of
Maximum Number (or
Shares Purchased as
Approximate Dollar Value) of
Part of Publicly
Shares that May Yet Be
Total Number of
Average Price
Announced Plans or
Purchased Under the Plans or
Period
Shares Purchased
Paid per Share
Programs
Programs (1)
$
42,935,950
42,935,950
42,935,950
$
0.00
$
42,935,950
(1)
In February 2005, our Board of Directors authorized us to purchase up to $20 million of
our common stock, including the amount that had previously been approved but not yet repurchased,
over a period ending no later than February 3, 2006. In July 2005, our Board of Directors
authorized us to purchase an additional $50 million of our common stock, over a period ending no
later than July 21, 2006. In July 2006, our Board of Directors authorized us to purchase an
additional $50 million of our common stock, over a period ending no later than July 20, 2007.
Year Ended December 31,
2006
2005
2004
2003
2002
(in thousands, except per share data)
$
66,543
$
57,119
$
49,886
$
43,229
$
40,233
$
288,868
$
246,404
$
214,919
$
196,814
$
175,721
$
30,755
$
30,277
$
31,609
$
30,494
$
35,585
$
19,331
$
18,635
$
21,634
$
20,581
$
23,605
$
0.69
$
0.64
$
0.70
$
0.67
$
0.78
(1)
The results for 2006 reflect the adoption of SFAS No. 123(R). During 2006, we recorded
stock option expense of $6.6 million. Prior to 2006, we did not record expense for
employee stock options. The results for 2006 also include $2.9 million in legal
settlements resulting from disputes over the implementation of our software, $1.5 million
of employee retention bonuses associated with the acquisition of Evant, and a $0.3 million
impairment charge against our $2 million investment in a technology company.
The results for 2005 include a bad debt provision of $2.8 million for amounts due
from a large customer with whom we settled in 2006; $1.9 million of severance-related
costs and employee retention bonuses associated with the acquisition of Evant; $1.1
million in severance-related costs associated with the consolidation of our European
operations into the Netherlands, United Kingdom and France; and $0.5 million in
acquisition-related costs associated with an attempted acquisition that did not close.
The results for 2003 include $0.9 million of fees incurred in connection with two
potential acquisitions that we decided not to consummate and a restructuring charge of
$0.9 million related to an internal reorganization. The results for 2002 include $1.5
million of in-process research and development expense from the acquisition of
Logistics.com.
Table of Contents
December 31,
2006
2005
2004
2003
2002
(In thousands)
$
131,057
$
93,675
$
172,656
$
155,403
$
121,857
$
314,893
$
273,398
$
290,239
$
266,608
$
221,864
$
$
$
148
$
288
$
240
$
237,140
$
205,398
$
239,017
$
224,158
$
179,618
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Total revenue increased 17% to a full year $288.9 million;
Table of Contents
o
License revenue increased 16% to a full year $66.5 million;
o
Services revenue increased 17% to a full year $194.5 million;
Operating income was $30.8 million, up 2% on higher license revenue; includes $6.6
million of stock option expense for the adoption of SFAS No. 123(R) and $2.9 million of
legal settlement cost;
Diluted earnings per share were $0.69, increasing 8%;
Cash flow from operations increased 32% to $44.1 million;
Cash and investments on hand at December 31, 2006 was $131.1 million; and
The Company repurchased 773,301 shares of common stock during the year totaling
$16.0 million at an average price of $20.73. The Company has $42.9 million remaining
in share repurchase authority.
Year Ended December 31,
% Change
2006
2005
2004
2006
2005
(in thousands)
$
66,543
$
57,119
$
49,886
16
%
14
%
194,521
166,091
141,492
17
%
17
%
27,804
23,194
23,541
20
%
-1
%
288,868
246,404
214,919
17
%
15
%
5,796
4,700
4,085
23
%
15
%
93,427
76,641
65,853
22
%
16
%
24,515
19,914
20,071
23
%
-1
%
41,468
34,139
28,822
21
%
18
%
45,888
40,302
34,049
14
%
18
%
29,143
22,047
19,648
32
%
12
%
13,247
12,074
10,782
10
%
12
%
2,856
2,815
1
%
1,503
3,495
-57
%
270
258,113
216,127
183,310
19
%
18
%
$
30,755
$
30,277
$
31,609
2
%
-4
%
10.6
%
12.3
%
14.7
%
(1)
The results for 2006 reflect the adoption of SFAS No. 123(R). During 2006, we recorded
stock option expense of $6.6 million which is included in the following line items above:
cost of services $1.5 million; research and development $1.1 million; sales and marketing
$1.5 million; and general and administrative $2.5 million. Prior to 2006, we did not
record expense for employee stock options. (See Note 2 to Consolidated Financial
Statements).
(2)
Settlement and accounts receivable charges for 2006 represent legal settlements
resulting from disputes over the implementation of our software. In 2005, these charges
consisted of a bad debt provision for the entire amount of the accounts receivable due from
a large customer with whom we settled in 2006.
(3)
Severance, restructuring, and acquisition charges for 2006 includes employee retention
bonuses associated with the acquisition of Evant. In 2005, these charges consisted of:
(i) $1.9 million of severance-related costs and employee retention bonuses associated with
the acquisition of Evant; (ii) approximately $1.1 million in severance-related costs
associated with the consolidation of our European operations into the Netherlands, United
Kingdom and France; and (iii) $0.5 million in acquisition-related costs associated with an
attempted acquisition that did not close.
(4)
The impairment charge for 2006 represents a charge against our $2 million investment in
a technology company. Future impairment charges associated with this investment may be
required in the event the Company is unable to meet its strategic growth objectives.
Table of Contents
Year Ended December 31,
% Change
2006
2005
2004
2006
2005
(in thousands)
$
57,579
$
48,050
$
40,380
20
%
19
%
5,285
5,579
6,275
-5
%
-11
%
3,679
3,490
3,231
5
%
8
%
$
66,543
$
57,119
$
49,886
16
%
14
%
$
158,603
$
132,182
$
111,600
20
%
18
%
20,793
23,064
26,709
-10
%
-14
%
15,125
10,845
3,183
39
%
241
%
$
194,521
$
166,091
$
141,492
17
%
17
%
$
26,138
$
20,690
$
20,967
26
%
-1
%
1,273
2,029
2,548
-37
%
-20
%
393
475
26
-17
%
$
27,804
$
23,194
$
23,541
20
%
-1
%
$
242,320
$
200,922
$
172,947
21
%
16
%
27,351
30,672
35,532
-11
%
-14
%
19,197
14,810
6,440
30
%
130
%
$
288,868
$
246,404
$
214,919
17
%
15
%
$
32,747
$
34,720
$
32,623
-6
%
6
%
(2,817
)
(4,353
)
(1,855
)
35
%
-135
%
825
(90
)
841
-111
%
$
30,755
$
30,277
$
31,609
2
%
-4
%
Table of Contents
Table of Contents
Year Ended December 31,
% of Revenue
2006
2005
2004
2006
2005
2004
(in thousands)
$
41,468
$
34,139
$
28,822
14
%
14
%
13
%
45,888
40,302
34,049
16
%
16
%
16
%
29,143
22,047
19,648
10
%
9
%
9
%
13,247
12,074
10,782
5
%
5
%
5
%
2,856
2,815
1
%
1
%
0
%
1,503
3,495
1
%
1
%
0
%
270
0
%
0
%
0
%
Table of Contents
Table of Contents
Year Ended December 31,
% Change
2006
2005
2004
2006
2005
$
3,638
$
2,677
$
3,257
36
%
-18
%
15,062
14,319
13,232
5
%
8
%
Table of Contents
Table of Contents
Total
2007
2008
2009
2010
Thereafter
$
12,537
$
6,725
$
3,312
$
1,868
$
531
$
101
$
$
$
$
$
$
Table of Contents
Table of Contents
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
38
39
40
41
42
43
44
45
46
Table of Contents
/s/ Dennis B. Story
Dennis B. Story
Senior Vice President and Chief Financial Officer
/s/ Peter F. Sinisgalli
Peter F. Sinisgalli
President and Chief Executive Officer
Table of Contents
FINANCIAL REPORTING
Manhattan Associates, Inc. and Subsidiaries
March 12, 2007
Table of Contents
ON THE CONSOLIDATED FINANCIAL STATEMENTS
Manhattan Associates, Inc. and Subsidiaries
March 12, 2007
Table of Contents
(In thousands, except per share data)
Year Ended December 31,
2006
2005
2004
$
66,543
$
57,119
$
49,886
194,521
166,091
141,492
27,804
23,194
23,541
288,868
246,404
214,919
5,796
4,700
4,085
93,427
76,641
65,853
24,515
19,914
20,071
41,468
34,139
28,822
45,888
40,302
34,049
29,143
22,047
19,648
13,247
12,074
10,782
2,856
2,815
1,503
3,495
270
258,113
216,127
183,310
30,755
30,277
31,609
3,454
3,830
2,383
(11
)
(34
)
(26
)
195
(1,119
)
900
34,393
32,954
34,866
15,062
14,319
13,232
$
19,331
$
18,635
$
21,634
$
0.71
$
0.65
$
0.72
$
0.69
$
0.64
$
0.70
27,183
28,690
30,056
27,971
29,297
31,067
Table of Contents
(In thousands, except share and per share data)
December 31,
2006
2005
$
18,449
$
19,419
90,570
36,091
60,937
58,623
5,208
6,377
8,667
7,497
3,272
4,220
187,103
132,227
15,850
14,240
22,038
38,165
14,344
19,213
70,361
54,607
481
11,995
4,716
2,951
$
314,893
$
273,398
$
11,716
$
7,904
16,560
15,224
13,872
13,971
29,918
27,204
4,006
2,535
147
76,072
66,985
913
768
1,015
276
272
98,704
87,476
136,321
116,990
1,839
863
(203
)
237,140
205,398
$
314,893
$
273,398
Table of Contents
(In thousands)
Year Ended December 31,
2006
2005
2004
$
19,331
$
18,635
$
21,634
13,247
12,074
10,782
6,762
184
1,101
270
22
76
42
(317
)
1,346
(643
)
4,546
1,920
9,686
(2,519
)
(574
)
1,368
286
(1,617
)
(8,692
)
(4,018
)
(3,483
)
(4,383
)
(1,878
)
1,599
(1,599
)
3,814
7,403
3,108
367
1,359
(175
)
2,672
3,694
4,556
44,120
33,385
44,481
(9,641
)
(8,488
)
(7,572
)
(831,932
)
(870,123
)
(1,095,608
)
793,799
931,247
1,083,982
(126
)
(48,789
)
(1,698
)
(47,900
)
3,847
(20,896
)
(147
)
(104
)
(133
)
(16,029
)
(61,011
)
(21,763
)
2,519
16,156
6,672
4,039
2,499
(54,443
)
(17,857
)
311
(799
)
294
(970
)
(18,010
)
6,022
19,419
37,429
31,407
$
18,449
$
19,419
$
37,429
$
5
$
19
$
26
$
10,371
$
9,098
$
2,816
$
$
$
1,290
Table of Contents
(In thousands, except share data)
Accumulated
Other
Additional
Comprehensive
Total
Common Stock
Paid-In
Retained
Income
Deferred
Shareholders
Shares
Amount
Capital
Earnings
(Loss)
Compensation
Equity
30,086,164
$
301
$
146,614
$
76,721
$
720
$
(198
)
$
224,158
334,157
3
4,036
4,039
45,803
1
1,289
(1,290
)
(885,400
)
(9
)
(21,754
)
(21,763
)
9,686
9,686
1,101
1,101
421
421
(259
)
(259
)
21,634
21,634
29,580,724
296
139,871
98,355
882
(387
)
239,017
453,736
4
6,668
6,672
(2,827,200
)
(28
)
(60,983
)
(61,011
)
1,920
1,920
184
184
(37
)
(37
)
18
18
18,635
18,635
27,207,260
272
87,476
116,990
863
(203
)
205,398
(203
)
203
1,176,146
12
16,144
16,156
(773,301
)
(8
)
(16,021
)
(16,029
)
4,546
4,546
119
119
6,643
6,643
757
757
219
219
19,331
19,331
27,610,105
$
276
$
98,704
$
136,321
$
1,839
$
$
237,140
Table of Contents
(In thousands)
Year Ended December 31,
2006
2005
2004
$
19,331
$
18,635
$
21,634
757
(37
)
421
219
18
(259
)
976
(19
)
162
$
20,307
$
18,616
$
21,796
Table of Contents
Table of Contents
Unrealized
Unrealized
Market
Cash and
Short-term
Long-term
Cost
gains
losses
Value
Equivalents
Investments
Investments
$
$
$
$
$
$
$
102,631
3
102,634
324
90,570
11,740
19,339
54
19,285
8,987
10,298
$
121,970
$
3
$
54
$
121,919
$
9,311
$
90,570
$
22,038
Unrealized
Unrealized
Market
Cash and
Short-term
Long-term
Cost
gains
losses
Value
Equivalents
Investments
Investments
$
$
$
$
$
$
$
43,542
10
43,532
2,718
36,091
4,723
38,503
1
375
38,129
4,687
33,442
$
82,045
$
1
$
385
$
81,661
$
7,405
$
36,091
$
38,165
Table of Contents
$
9,311
23,552
89,056
$
121,919
Table of Contents
Table of Contents
December 31,
2006
2005
$
40,113
$
31,979
10,739
9,148
7,301
6,496
58,153
47,623
(42,303
)
(33,383
)
$
15,850
$
14,240
December 31,
2006
2005
$
15,791
$
15,791
19,087
19,087
34,878
34,878
(11,658
)
(9,855
)
(8,876
)
(5,810
)
(20,534
)
(15,665
)
$
4,133
$
5,936
10,211
13,277
$
14,344
$
19,213
Table of Contents
$
4,515
3,383
2,975
2,287
1,172
12
$
14,344
Table of Contents
December 31,
2006
2005
$
3,365
$
5,421
10,507
8,550
$
13,872
$
13,971
Table of Contents
2006
2005
2004
Basic
Diluted
Basic
Diluted
Basic
Diluted
27,183,127
27,183,127
28,689,556
28,689,556
30,055,916
30,055,916
788,615
607,089
1,010,873
27,183,127
27,971,742
28,689,556
29,296,645
30,055,916
31,066,789
Table of Contents
December 31,
2006
2005
(in thousands)
$
(19
)
$
(238
)
1,858
1,101
$
1,839
$
863
Table of Contents
December 31, 2006
(in thousands, except per share amounts)
$
(6,643
)
$
(6,643
)
$
(5,270
)
$
(0.19
)
$
(0.19
)
$
(2,519
)
$
2,519
(in thousands, except per share amounts)
2005
2004
$
18,635
$
21,634
113
683
(44,517
)
(25,740
)
$
(25,769
)
$
(3,423
)
$
0.65
$
0.72
$
(0.90
)
$
(0.11
)
$
0.64
$
0.70
$
(0.90
)
$
(0.11
)
Table of Contents
Table of Contents
Weighted Average
Aggregate
Number of
Weighted Average
Remaining
Intrinsic Value
Shares
Exercise Price
Contractual Term
(in thousands)
8,149,215
$
23.83
928,500
$
21.46
(1,177,546
)
$
13.72
(1,591,810
)
$
26.07
6,308,359
$
24.80
6.1
$
40,990
6,069,422
$
24.94
6.1
$
38,876
5,433,029
$
25.35
6.0
$
33,352
2006
2005
2004
0
%
0
%
0
%
56
%
56
%
62
%
4.8
%
4.1
%
4.3
%
4.9
5.2
7.5
Table of Contents
Number
Grant Date
of Shares
Fair Value
10,587
$
28.57
$
(4,377
)
$
28.71
$
6,210
$
28.47
December 31,
2006
2005
$
1,811
$
1,844
2,107
1,754
1,206
77
1,118
1,721
13,548
254
424
1,543
2,155
3,980
3,324
(4,677
)
(3,470
)
279
234
7,621
21,611
2,845
3,239
$
4,776
$
18,372
2006
2005
2004
$
33,417
$
34,843
$
33,525
976
(1,889
)
1,341
$
34,393
$
32,954
$
34,866
Table of Contents
2006
2005
2004
$
13,354
$
10,082
$
12,222
1,432
1,869
1,752
1,051
1,284
759
15,837
13,235
14,733
(164
)
1,094
(1,492
)
(165
)
74
50
(446
)
(84
)
(59
)
(775
)
1,084
(1,501
)
$
15,062
$
14,319
$
13,232
Table of Contents
2006
2005
2004
35.0
%
35.0
%
35.0
%
3.4
4.0
4.1
2.8
(0.6
)
(1.4
)
(1.5
)
(0.6
)
(1.9
)
(3.5
)
(2.7
)
(1.7
)
(1.2
)
1.5
0.4
0.4
(0.1
)
(0.1
)
(0.1
)
0.5
2.0
0.9
1.1
0.6
0.3
3.5
6.6
3.6
43.8
%
43.5
%
38.0
%
Table of Contents
Operating
Year Ended December 31,
Leases
$
6,725
3,312
1,868
531
101
$
12,537
Table of Contents
$
263,964
$
13,046
$
0.45
Table of Contents
For the year ended December 31, 2006
Americas
EMEA
Asia Pacific
Total
$
57,579
$
5,285
$
3,679
$
66,543
158,603
20,793
15,125
194,521
26,138
1,273
393
27,804
242,320
27,351
19,197
288,868
93,716
16,679
13,343
123,738
101,485
10,249
4,765
116,499
11,789
1,194
264
13,247
810
2,046
2,856
1,503
1,503
270
270
209,573
30,168
18,372
258,113
$
32,747
$
(2,817
)
$
825
$
30,755
Table of Contents
For the year ended December 31, 2005
Americas
EMEA
Asia Pacific
Total
$
48,050
$
5,579
$
3,490
$
57,119
132,182
23,064
10,845
166,091
20,690
2,029
475
23,194
200,922
30,672
14,810
246,404
74,824
19,051
9,713
103,588
78,324
10,900
4,931
94,155
10,620
1,198
256
12,074
2,815
2,815
2,434
1,061
3,495
166,202
35,025
14,900
216,127
$
34,720
$
(4,353
)
$
(90
)
$
30,277
For the year ended December 31, 2004
Americas
EMEA
Asia Pacific
Total
$
40,380
$
6,275
$
3,231
$
49,886
111,600
26,709
3,183
141,492
20,967
2,548
26
23,541
172,947
35,532
6,440
214,919
63,862
25,245
2,981
92,088
67,013
10,873
2,554
80,440
9,449
1,269
64
10,782
140,324
37,387
5,599
183,310
$
32,623
$
(1,855
)
$
841
$
31,609
For the year ended December 31, 2006
Americas
EMEA
Asia Pacific
Total
$
62,868
$
5,530
$
1,963
$
70,361
117,020
8,077
2,693
127,790
296,918
11,737
6,238
314,893
For the year ended December 31, 2005
Americas
EMEA
Asia Pacific
Total
47,290
5,354
1,963
54,607
130,418
8,116
2,637
141,171
255,102
13,383
4,913
273,398
Table of Contents
Table of Contents
Quarter Ended
March 31,
June 30,
Sept 30,
Dec 31,
March 31,
June 30,
Sept 30,
Dec 31,
2006
2006
2006
2006
2005
2005
2005
2005
(in thousands, except per share data)
$
11,076
$
21,247
$
15,217
$
19,003
$
13,814
$
14,633
$
12,531
$
16,141
45,162
48,431
51,049
49,879
37,437
41,266
43,621
43,767
6,547
8,223
6,046
6,988
5,056
5,470
6,155
6,513
62,785
77,901
72,312
75,870
56,307
61,369
62,307
66,421
1,164
1,846
1,400
1,386
1,311
1,249
1,022
1,118
22,016
23,661
24,231
23,519
17,822
18,131
19,952
20,736
5,540
7,432
5,356
6,187
4,518
4,584
5,078
5,734
10,111
10,522
9,765
11,070
7,678
7,869
9,037
9,555
10,136
12,475
11,407
11,870
9,688
10,507
9,649
10,458
6,708
7,259
7,896
7,280
6,699
7,113
8,076
7,741
3,275
3,262
3,377
3,333
924
1,207
1,161
1,200
2,856
2,815
722
607
174
1,585
1,081
829
270
59,672
67,064
63,876
67,501
48,640
55,060
55,056
57,371
3,113
10,837
8,436
8,369
7,667
6,309
7,251
9,050
846
1,251
630
911
485
609
877
706
3,959
12,088
9,066
9,280
8,152
6,918
8,128
9,756
1,671
5,103
3,822
4,466
3,170
3,966
3,162
4,021
$
2,288
$
6,985
$
5,244
$
4,814
$
4,982
$
2,952
$
4,966
$
5,735
$
0.08
$
0.26
$
0.19
$
0.18
$
0.17
$
0.10
$
0.17
$
0.21
$
0.08
$
0.25
$
0.19
$
0.17
$
0.16
$
0.10
$
0.17
$
0.20
27,298
27,305
26,969
27,290
29,620
29,174
28,392
27,560
27,645
27,480
27,462
28,642
30,276
29,764
29,055
28,166
Table of Contents
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
Table of Contents
Table of Contents
VALUATION AND QUALIFYING ACCOUNTS
Balance at
Additions
Balance
Beginning of
Charged to
Net
at End of
Classification:
Period
Operations
Deductions
Period
$
3,181,000
$
4,048,000
$
3,058,000
$
4,171,000
$
4,171,000
$
3,831,000
$
3,110,000
(1)
$
4,892,000
$
4,892,000
$
5,390,000
$
5,381,000
$
4,901,000
Balance at
Additions
Balance
Beginning of
Charged to
Net
at End of
Classification:
Period
Operations
Deductions
Period
$
34,000
$
1,248,000
$
$
1,282,000
$
1,282,000
$
2,188,000
$
$
3,470,000
$
3,470,000
$
1,207,000
$
$
4,677,000
(1)
Included in the net deductions for 2005 is approximately $0.1million relating to the
allowance balance acquired as part of the Evant acquisition, which did not impact operations.
Excluding this amount, the net deduction amount for 2005 was $3.2 million.
Table of Contents
(b)
Exhibits.
The following exhibits are filed as part of, or are incorporated by reference
into, this report on Form 10-K:
Exhibit
Number
Description
2.1
2.2
2.3
3.1
3.2
4.1
4.2
10.1
10.2
10.3
10.4
10.5
10.6
10.7
Table of Contents
Exhibit
Number
Description
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
Table of Contents
Exhibit
Number
Description
10.21
10.22
10.23
10.24
10.25
10.26
10.27
10.28
10.29
10.30
10.31
10.32
10.33
10.34
Table of Contents
Exhibit
Number
Description
10.35
10.36
10.37
10.38
21.1
23.1
31.1
31.2
32.1
Table of Contents
MANHATTAN ASSOCIATES, INC.
By:
/s/ Peter F. Sinisgalli
Peter F. Sinisgalli
Chief Executive Officer, President and Director
Signature
Title
Date
Chairman of the Board
March 14, 2007
Chief Executive Officer,
President and Director
(Principal Executive Officer)
March 14, 2007
Senior Vice President, Chief
Financial Officer and Treasurer
(Principal Financial and
Accounting Officer)
March 14, 2007
Director
March 14, 2007
Director
March 14, 2007
Director
March 14, 2007
Director
March 14, 2007
Table of Contents
Exhibit
Number
Description
2.1
2.2
2.3
3.1
3.2
4.1
4.2
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
Table of Contents
Exhibit
Number
Description
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
10.21
Table of Contents
Exhibit
Number
Description
10.22
10.23
10.24
10.25
10.26
10.27
10.28
10.29
10.30
10.31
10.32
10.33
10.34
10.35
Table of Contents
Exhibit
Number
Description
10.36
10.37
10.38
21.1
23.1
31.1
31.2
32.1
Page 1 of 4
Page 2 of 4
By:
|
COUSINS PROPERTIES INCORPORATED, | |
|
its managing general partner |
By:
|
/s/ Jack A. LaHue | |||
|
|
|||
|
Jack A. LaHue | (print or type name) | ||
|
||||
Its:
|
Senior Vice President | |||
|
[Corporate Seal] |
By:
|
/s/ Tom W. Williams | |||
|
|
|||
|
Thomas W. Williams | (print or type) | ||
Its:
|
SVP & CFO | |||
|
||||
|
[Corporate Seal] |
Page 3 of 4
Page 4 of 4
- 1 -
- 2 -
- 3 -
- 4 -
A. | In lieu of funding the Construction Allowance directly to Tenant, Landlord agrees to pay Tenants general contractor and other contractors and vendors out of the Construction Allowance directly in accordance with the following procedures: No more often than once per month, Tenant may request a draw from the Construction Allowance by providing Landlord (i) a letter containing each invoice number, invoice date, vendor name, and dollar |
- 5 -
amount of each invoice, the total amount being requested in such draw, whether such payments are to be paid from the TI Allowance or the Discretionary Allowance, and the total amount as of such date that has been requested and paid from the TI Allowance and Discretionary Allowance, (ii) a copy of each invoice, (iii) partial lien waivers from each contractor or vendor for which payment is requested and (iv) such other information or documentation as Landlord may reasonably request. The final draw request must also be accompanied by final lien waivers from all of Tenants contractors and vendors. Landlord will pay such invoices within thirty (30) days of its receipt of the draw request containing all of the foregoing required documentation. Landlord will provide a copy of the checks therefore to Tenant as proof of payment. If Tenant requests Landlord to process more than four (4) checks in any month, then each additional check beyond the initial four (4) checks in such month written by Landlord through this process will be subject to a $100 administrative charge, the total charges for which will be billed to Tenant after completion of construction. | |||
With respect to the Discretionary Allowance, Tenant may draw down any remaining balance of the Discretionary Allowance in up to three (3) draws, at any time from and after the date of the Second Amendment to Lease Agreement, but before December 31, 2007. | |||
Tenant agrees that costs not covered by the Construction Allowance shall be paid directly by Tenant. |
B. | Landlords property manager will be entitled to receive a construction management or oversight fee of ten cents (10¢) per square foot of Rentable Floor Area of the Demised Premises for the services it will be providing to Landlord and Tenant during the design and construction of Tenants Work. Such fee will be paid by Landlord out of the Construction Allowance. |
- 6 -
- 7 -
- 8 -
- 9 -
By: /s/ James M. Fishman | ||||||||||
|
||||||||||
Print Name: James M. Fishman | (CORPORATE SEAL) | |||||||||
Title: Executive Director |
- 10 -
LANDLORD:
|
2300 WINDY RIDGE PARKWAY INVESTORS
LLC |
|
|
||
TENANT:
|
MANHATTAN ASSOCIATES, INC. | |
|
||
SECOND AMENDMENT TO
LEASE AGREEMENT DATE: |
February , 2007 | |
|
||
DEMISED PREMISES:
|
Located at 2300 Windy Ridge Parkway, Atlanta,
Georgia 30339 |
A-1
By: |
UBS Realty Investors LLC,
a Massachusetts limited liability company, Its Manager |
|||||
|
||||||
|
By: | |||||
Print Name: | ||||||
|
Its: | |||||
A-2
|
Re: | Proposed Second Amendment to Lease Agreement ( Amendment ) which amends that certain Lease Agreement dated June 25, 2001, as amended (the Lease ) by and between 2300 WINDY RIDGE PARKWAY INVESTORS LLC , a Delaware limited liability company ( Owner ), successor to Wildwood Associates, and MANHATTAN ASSOCIATES, INC. , a Georgia corporation ( Tenant ) relating to certain premises at 2300 Windy Ridge Parkway, Atlanta, Georgia 30339 ( Property ) |
B-1
B-2
B-3
B-4
B-5
B-6
1. | Registration Statement on Form S-8 pertaining to the Manhattan Associates, Inc. 1998 Stock Incentive Plan (File No. 333-68968); | |
2. | Registration Statement on Form S-8 pertaining to the Manhattan Associates, Inc. 1998 Stock Incentive Plan (File No. 333-45802); | |
3. | Registration Statement on Form S-8 pertaining to the Manhattan Associates, LLC Option Plan, Manhattan Associates, Inc. Stock Incentive Plan and Other Stock Options (File No. 333-60635); | |
4. | Registration Statement on Form S-8 pertaining to the Manhattan Associates, Inc. Stock Incentive Plan (File No. 333-105913); | |
5. | Registration Statement on Form S-8 pertaining to the Manhattan Associates, Inc. Stock Incentive Plan (File No. 333-129272); | |
6. | Registration Statement on Form S-8 pertaining to the Manhattan Associates, Inc. Stock Incentive Plan (File No. 333-139598). |
|
/s/ Ernst & Young LLP |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; | ||
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals; | ||
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
|
/s/ Peter F. Sinisgalli
|
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; | ||
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals; | ||
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
|
/s/ Dennis B. Story
|
/s/ Peter F. Sinisgalli | ||||
Peter F. Sinisgalli, Chief Executive Officer | ||||
/s/ Dennis B. Story | ||||
Dennis B. Story, Chief Financial Officer | ||||