UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[Mark One]


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2024~~2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission File Number: 0-23999

MANHATTAN ASSOCIATES, INC.

(Exact Name of Registrant as Specified in Its Charter)


Georgia			58-2373424
(State or Other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification No.)
2300 Windy Ridge Parkway, Tenth Floor
Atlanta, Georgia			30339
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s Telephone Number, Including Area Code: (770) 955-7070

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: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
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. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of the Registrant’s class of capital stock outstanding as of ~~October~~April 22, ~~2024~~2025, the latest practicable date, is as follows: 6160,~~075~~714,~~279~~988 shares of common stock, $0.01 par value per share.

MANHATTAN ASSOCIATES, INC.

FORM 10-Q

Quarter Ended ~~September~~March 3031, ~~2024~~2025

TABLE OF CONTENTS

PART I

	Financial Information
Item 1.	Financial Statements.
Condensed Consolidated Balance Sheets as of September 30, 2024 (unaudited) and December 31, 2023		3
Condensed Consolidated Balance Sheets as of March 31, 2025 (unaudited) and December 31, 2024		3
Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2024 and 2023 (unaudited)		4
Condensed Consolidated Statements of Income for the three months ended March 31, 2025 and 2024 (unaudited)		4
Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2024 and 2023 (unaudited)		5
Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2025 and 2024 (unaudited)		5
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023 (unaudited)		6
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024 (unaudited)		6
Condensed Consolidated Statements of Shareholders’ Equity for the three and nine months ended September 30, 2024 and 2023 (unaudited)		7
Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2025 and 2024 (unaudited)		7
Notes to Condensed Consolidated Financial Statements (unaudited)		8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	2523
Item 4.	Controls and Procedures.	2523
	PART II
	OTHER INFORMATION
Item 1.	Legal Proceedings.	2724
Item 1A.	Risk Factors.	2724
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	2724
Item 3.	Defaults Upon Senior Securities.	2724
Item 4.	Mine Safety Disclosures.	2724
Item 5.	Other Information.	2725
Item 6.	Exhibits.	2826
Signatures.		2927

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements

MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)

	September 30, 2024			December 31, 2023
	March 31, 2025			December 31, 2024
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	~~214~~205,~~952~~873		$	~~270~~266,~~741~~230
Accounts receivable, net		~~199~~210,~~756~~694			~~181~~205,~~173~~475
Prepaid expenses and other current assets		3738,~~605~~768			2731,~~276~~559
Total current assets		~~452~~455,~~313~~335			~~479~~503,~~190~~264
Property and equipment, net		1213,~~809~~508			1113,~~795~~971
Operating lease right-of-use assets		5048,~~094~~366			2147,~~645~~923
Goodwill, net		62,~~236~~232			62,~~235~~226
Deferred income taxes		8692,~~551~~389			6694,~~043~~505
Other assets		3436,~~137~~391			3235,~~445~~662
Total assets	$	~~698~~708,~~140~~221		$	~~673~~757,~~353~~551
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	2324,~~183~~199		$	2426,~~508~~615
Accrued compensation and benefits		6354,~~010~~873			7372,~~210~~180
Accrued and other liabilities		2325,~~227~~976			2722,~~374~~275
Deferred revenue		~~252~~296,~~537~~583			~~237~~277,~~793~~970
Income taxes payable		~~286~~3,385			31,~~030~~264
Total current liabilities		~~362~~405,~~243~~016			~~365~~400,~~915~~304
Operating lease liabilities, long-term		5046,~~028~~999			1747,~~694~~794
Other non-current liabilities		711,~~918~~111			1110,~~466~~327
Shareholders' equity:
Preferred stock, no par value; 20,000,000 shares authorized, no shares issued or outstanding in 2024 and 2023		-			-
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; 61,072,619 and 61,566,037 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively		610			615
Common stock, $0.01 par value; 200,000,000 shares authorized; 60,714,813 and 60,921,191 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively		607			609
Retained earnings		~~303~~274,~~361~~078			~~304~~329,~~701~~439
Accumulated other comprehensive loss		(2629,~~020~~590	)		(2730,~~038~~922	)
Total shareholders' equity		~~277~~245,~~951~~095			~~278~~299,~~278~~126
Total liabilities and shareholders' equity	$	~~698~~708,~~140~~221		$	~~673~~757,~~353~~551

See accompanying Notes to Condensed Consolidated Financial Statements.

Item 1. Financial Statements (continued)

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,
	Three Months Ended March 31,
	2024		2023		2024		2023
	2025		2024
	(unaudited)		(unaudited)		~~(unaudited)~~		~~(unaudited)~~
Revenue:
Cloud subscriptions	$	8694,~~485~~306	$	6578,~~033~~027	$	~~246,873~~	$	~~183,196~~
Software license		39,~~762~~292		32,~~870~~810		~~9,633~~		~~12,967~~
Maintenance		3432,~~491~~144		3534,~~296~~972		~~104,736~~		~~106,772~~
Services		~~137~~121,~~009~~127		~~127~~132,~~965~~195		~~406,035~~		~~368,744~~
Hardware		45,~~934~~918		6,~~277~~548		~~19,274~~		~~18,791~~
Total revenue		~~266~~262,~~681~~787		~~238~~254,~~441~~552		~~786,551~~		~~690,470~~
Costs and expenses:
Cost of cloud subscriptions, maintenance and services		~~118~~114,~~269~~358		~~111~~118,~~142~~955		~~356,920~~		~~322,914~~
Cost of software license		~~391~~209		~~297~~332		~~1,068~~		~~967~~
Research and development		3435,~~349~~298		3335,~~093~~010		~~104,693~~		~~95,487~~
Sales and marketing		1621,~~586~~061		1719,~~650~~929		~~55,669~~		~~54,278~~
General and administrative		2024,~~308~~219		21,~~371~~203		~~62,623~~		~~61,561~~
Depreciation and amortization		1,~~688~~541		1,~~440~~493		~~4,670~~		~~4,247~~
Total costs and expenses		191,591		184,993		585,643		539,454
Restructuring expense		2,929		-
Operating income		75,090		53,448		200,908		151,016
Total costs and expenses		199,615		196,922
Other income, net		1,312		1,739		3,222		2,923
Operating income		63,172		57,630
Income before income taxes		76,402		55,187		204,130		153,939
Other income, net		1,337		996
Income tax provision		12,621		5,766		33,782		26,107
Income before income taxes		64,509		58,626
Net income	$	63,781	$	49,421	$	170,348	$	127,832
Income tax provision		11,927		4,825
Basic earnings per share	$	1.04	$	0.80	$	2.77	$	2.07
Net income	$	52,582	$	53,801
Diluted earnings per share	$	1.03	$	0.79	$	2.74	$	2.05
Basic earnings per share	$	0.86	$	0.87
Weighted average number of shares:
Diluted earnings per share	$	0.85	$	0.86
Basic		61,169		61,639		61,404		61,902
Weighted average number of shares:
Diluted		61,948		62,310		62,186		62,501
Basic		60,870		61,625
Diluted		61,527		62,493

See accompanying Notes to Condensed Consolidated Financial Statements.

Item 1. Financial Statements (continued)

MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

(in thousands)

	Three Months Ended September 30,					Nine Months Ended September 30,
	Three Months Ended March 31,
	2024		2023			2024		2023
	2025		2024
	(unaudited)		(unaudited)			~~(unaudited)~~		~~(unaudited)~~
Net income	$	6352,~~781~~582	$	4953,~~421~~801		$	~~170,348~~	$	~~127,832~~
Foreign currency translation adjustment, net of tax		1,~~734~~332		(~~2,086~~727	)		~~1,018~~		~~(1,294~~	)
Comprehensive income	$	6553,~~515~~914	$	4753,~~335~~074		$	~~171,366~~	$	~~126,538~~

See accompanying Notes to Condensed Consolidated Financial Statements.

Item 1. Financial Statements (continued)

MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(in thousands)

	Nine Months Ended September 30,
	Three Months Ended March 31,
	2024			2023
	2025			2024
	(unaudited)			(unaudited)
Operating activities:
Net income	$	~~170~~52,~~348~~582		$	~~127~~53,~~832~~801
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		41,~~670~~541			41,~~247~~493
Equity-based compensation		7028,~~614~~826			5322,~~598~~095
(Gain) loss on disposal of equipment		(131	)		42
Gain on disposal of equipment		(98	)		(138	)
Deferred income taxes		~~(20~~2,~~544~~133	)		(183,~~359~~869	)
Unrealized foreign currency loss		~~906~~781			~~922~~501
Changes in operating assets and liabilities:
Accounts receivable, net		(173,~~515~~321	)		(1725,~~168~~434	)
Other assets		(911,~~688~~959	)		(74,~~747~~520	)
Accounts payable, accrued and other liabilities		(1318,~~367~~807	)		13(20,~~477~~809	)
Income taxes		(76,~~956~~482	)		(4,~~347~~594	)
Deferred revenue		1217,~~962~~100			527,~~362~~024
Net cash provided by operating activities		~~190~~75,~~299~~260			~~157~~54,~~859~~738
Investing activities:
Purchase of property and equipment		(~~5,547~~891	)		(2,~~761~~321	)
Net cash used in investing activities		(~~5,547~~891	)		(2,~~761~~321	)
Financing activities:
Repurchase of common stock		(~~241~~136,~~150~~447	)		(~~195~~113,~~716~~834	)
Net cash used in financing activities		(~~241~~136,~~150~~447	)		(~~195~~113,~~716~~834	)
Foreign currency impact on cash		~~609~~1,721			(21,~~533~~800	)
Net change in cash and cash equivalents		(5560,~~789~~357	)		(4363,~~151~~217	)
Cash and cash equivalents at beginning of period		~~270~~266,~~741~~230			~~225~~270,~~463~~741
Cash and cash equivalents at end of period	$	~~214~~205,~~952~~873		$	~~182~~207,~~312~~524

See accompanying Notes to Condensed Consolidated Financial Statements.

Item 1. Financial Statements (continued)

MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Shareholders’ Equity

(in thousands, except share data)

													Accumulated
							Additional							Other			Total
	Common Stock						Paid-In			Retained			Comprehensive				Shareholders'
	Shares			Amount			Capital			Earnings				Loss			Equity
For the Three Months Ended September 30, 2024
For the Three Months Ended March 31, 2025
Balance, June 30, 2024 (unaudited)		61,245,638		$	612		$	-		$	267,771			$	(27,754	)	$	240,629
Balance, December 31, 2024 (audited)		60,921,191		$	609		$	-		$	329,439			$	(30,922	)	$	299,126
Repurchase of common stock		(~~202~~718,~~209~~309	)		(27	)		(2328,~~411~~497	)		(28107,~~191~~943	)			-			(51136,~~604~~447	)
Restricted stock units issuance		29511,~~190~~931			-5			-(5	)		-				-			-
Excise tax on net stock repurchases		-			-			(~~442~~324	)		-				-			(~~442~~324	)
Equity-based compensation		-			-			2328,~~853~~826			-				-			2328,~~853~~826
Foreign currency translation adjustment		-			-			-			-				1,~~734~~332			1,~~734~~332
Net income		-			-			-			6352,~~781~~582				-			6352,~~781~~582
Balance, September 30, 2024 (unaudited)		61,072,619		$	610		$	-		$	303,361			$	(26,020	)	$	277,951
Balance, March 31, 2025 (unaudited)		60,714,813		$	607		$	-		$	274,078			$	(29,590	)	$	245,095
For the Nine Months Ended September 30, 2024
For the Three Months Ended March 31, 2024
Balance, December 31, 2023 (audited)		61,566,037		$	615		$	-		$	304,701			$	(27,038	)	$	278,278
Repurchase of common stock		(1458,~~007,013~~736	)		(105	)		(6922,~~452~~084	)		(~~171~~91,~~688~~745	)			-			(~~241~~113,~~150~~834	)
Restricted stock units issuance		~~513~~462,~~595~~248			5			(5	)		-				-			-
Excise tax accrued		-			-			(1,157	)		-				-			(1,157	)
Excise tax on net stock repurchases								(6	)									(6	)
Equity-based compensation		-			-			7022,~~614~~095			-				-			7022,~~614~~095
Foreign currency translation adjustment		-			-			-			-				~~1,018~~(727	)		~~1,018~~(727	)
Net income		-			-			-			~~170~~53,~~348~~801				-			~~170~~53,~~348~~801
Balance, September 30, 2024 (unaudited)		61,072,619		$	610		$	-		$	303,361			$	(26,020	)	$	277,951
Balance, March 31, 2024 (unaudited)		61,569,549		$	615		$	-		$	266,757			$	(27,765	)	$	239,607
For the Three Months Ended September 30, 2023
Balance, June 30, 2023 (unaudited)		61,668,512		$	617		$	-		$	196,673			$	(26,740	)	$	170,550
Repurchase of common stock		(136,165	)		(1	)		(18,821	)		(7,779	)			-			(26,601	)
Restricted stock units issuance		30,133			-			-			-				-			-
Excise tax on net stock repurchases		-			-			(209	)		-				-			(209	)
Equity-based compensation		-			-			19,030			-				-			19,030
Foreign currency translation adjustment		-			-			-			-				(2,086	)		(2,086	)
Net income		-			-			-			49,421			-				49,421
Balance, September 30, 2023 (unaudited)		61,562,480		$	616		$	-		$	238,315			$	(28,826	)	$	210,105
For the Nine Months Ended September 30, 2023
Balance, December 31, 2022 (audited)		62,191,570		$	621		$	-		$	253,711			$	(27,532	)	$	226,800
Repurchase of common stock		(1,244,580	)		(11	)		(52,477	)		(143,228	)			-			(195,716	)
Restricted stock units issuance		615,490			6			(6	)		-				-			-
Excise tax on net stock repurchases		-			-			(1,115	)		-				-			(1,115	)
Equity-based compensation		-			-			53,598			-				-			53,598
Foreign currency translation adjustment		-			-			-			-				(1,294	)		(1,294	)
Net income		-			-			-			127,832			-				127,832
Balance, September 30, 2023 (unaudited)		61,562,480		$	616		$	-		$	238,315			$	(28,826	)	$	210,105

See accompanying Notes to Condensed Consolidated Financial Statements.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Basis of Presentation and Principles of Consolidation

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Manhattan Associates, Inc. and its subsidiaries (the “Company,” “we,” “us,” “our,” or “Manhattan”) have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information, with the instructions to Form 10-Q and with Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required for complete financial statements. In the opinion of management, these condensed consolidated financial statements contain all normal recurring adjustments considered necessary for a fair presentation of our financial position at ~~September~~March 3031, ~~2024~~2025, the results of operations for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, and cash flows for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024. The results for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025 are not necessarily indicative of the results to be expected for the full year or any other interim period. These statements should be read in conjunction with our audited consolidated financial statements and management’s discussion and analysis included in our annual report on Form 10-K for the year ended December 31, ~~2023~~2024.

Principles of Consolidation

The accompanying condensed consolidated financial statements include our accounts and the accounts of our wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Recent Accounting Pronouncements

In ~~November~~December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-0709, ~~Segment~~Income ~~Reporting~~Taxes (Topic ~~280~~740): Improvements to ~~Reportable~~Income ~~Segment~~Tax Disclosures. ~~which~~The ~~expands~~updated ~~annual~~accounting ~~and~~guidance, ~~interim~~among ~~disclosure~~other ~~requirements~~things, ~~for~~requires ~~reportable~~additional ~~segments,~~disclosure primarily ~~through~~related ~~enhanced~~to ~~disclosures~~the ~~about~~income ~~significant~~tax ~~segment~~rate ~~expenses~~reconciliation and income taxes paid. We expect to adopt the updated accounting guidance in our Annual Report on Form 10-K for the year ended December 31, ~~2024~~2025. We are currently evaluating the impact the adoption of the new accounting guidance will have on our ~~segment~~income tax disclosures.

In ~~December~~November ~~2023~~2024, the FASB issued ASU ~~2023~~No. 2024-0903, Income ~~Taxes~~Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (~~Topic~~Subtopic ~~740~~220-40): ~~Improvements~~Disaggregation toof Income ~~Tax~~Statement ~~Disclosures.~~Expenses ~~The~~("ASU ~~updated~~2024-03"), ~~accounting~~and ~~guidance~~in January 2025, ~~among~~the ~~other~~FASB ~~things~~issued ASU No. 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date ("ASU 2025-01"). ASU 2024-03 requires additional disclosure ~~primarily~~of ~~related~~the tonature of expenses included in the income ~~tax~~statement ~~rate~~as ~~reconciliation~~well ~~and~~as ~~income~~disclosures ~~taxes~~about ~~paid~~specific types of expenses included in the expense captions presented in the income statement. We expect to adopt the updated accounting guidance in our Annual Report on Form 10-K for the year ended December 31, 2028 and for interim period reporting beginning in 2029, as required in ASU 2024-03 and further clarified by ASU 2025-01. WeThe ~~are~~Company is currently evaluating the impact that the adoption of ~~the~~these ~~new~~standards ~~accounting guidance~~ will have on ~~our~~its ~~income tax~~ disclosures.

Revenue Recognition

We recognize revenue when we transfer control of the promised products or services to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those products or services. We derive our revenue from cloud subscriptions, software licenses, customer support services and software enhancements (“maintenance”), ~~implementation~~for ~~and~~software ~~training~~licenses, professional services, and sales of hardware. We ~~report~~exclude sales and usage-based taxes ~~net~~from ~~within~~ revenue.

Nature of Products and Services

Cloud subscriptions includes software as a service (“SaaS”) and arrangements which provide customers with the right to use our software within a cloud environment that we provide and manage, where the customer does not have the right to take possession of the software without significant penalty. SaaS and hosting revenues are recognized ~~ratably~~ over the contract period.

Our ~~perpetual~~services ~~software~~revenue ~~licenses~~consists ~~provide~~of ~~the~~fees ~~customer~~generated ~~with~~from aimplementation, ~~right~~training toand ~~use~~application ~~the~~managed ~~software~~services, asincluding itreimbursements ~~exists~~of ~~at the time~~ out-of-pocket ~~purchase.~~expenses Wein ~~recognize~~connection ~~revenue~~with ~~for~~our ~~distinct~~implementation ~~software~~services. ~~licenses~~Implementation ~~once~~services ~~the~~include ~~license~~system ~~period~~planning, ~~has~~design, ~~begun~~configuration, testing, and weother ~~have made the~~ software ~~available~~implementation tosupport, ~~the~~and ~~customer.~~are ~~Our~~typically ~~perpetual~~optional ~~software~~and ~~licenses~~distinct ~~are~~from ~~typically~~our ~~sold~~software. ~~with~~Following ~~maintenance~~implementation, ~~under~~customers ~~which~~may wepurchase ~~provide~~application amanaged ~~comprehensive~~services 24to ~~hours~~support ~~per~~and ~~day,~~maintain ~~365~~our ~~days~~software. ~~per~~Fees ~~year~~for ~~program~~our ~~that~~services ~~provides~~are ~~customers~~separately ~~with~~priced ~~software~~and ~~upgrades,~~are ~~when~~generally ~~and~~billed ifon ~~available,~~an ~~which~~hourly ~~include~~basis, ~~additional~~and orrevenue ~~improved~~is ~~functionality~~recognized ~~and~~over ~~technological~~time ~~advances~~as ~~incorporating~~the ~~emerging~~services ~~supply~~are ~~chain~~performed. ~~and~~In ~~industry~~certain ~~initiatives.~~situations, ~~Revenue~~we ~~related~~render toprofessional ~~maintenance~~services isunder ~~generally~~agreements ~~paid~~based inupon ~~advance~~a ~~and~~fixed ~~recognized~~fee ~~ratably~~for ~~over~~portions ~~the~~of ~~term~~or all of the ~~agreement,~~engagement. ~~typically~~Revenue ~~twelve~~related ~~months.~~to ~~Maintenance~~fixed-fee-based ~~renewal~~services ~~revenue~~contracts is recognized over ~~the~~time ~~renewal~~based ~~period~~on ~~once we have a contract upon payment from~~ the ~~customer.~~proportion ~~Perpetual software license revenue accounts for approximately 1% of total revenue~~performed.

~~Our~~We ~~services~~provide ~~revenue~~maintenance ~~consists~~services ofto ~~fees~~customers ~~generated~~who ~~from~~have ~~implementation,~~previously ~~training,~~purchased ~~and~~a ~~application~~perpetual ~~managed services~~license, including ~~reimbursements~~a ofcomprehensive ~~out-of-pocket~~24 ~~expenses~~hours inper ~~connection~~day, ~~with~~365 ~~our~~days ~~implementation~~per ~~services.~~year ~~Implementation~~program ~~services~~that ~~include~~provides ~~system~~customers ~~planning,~~with ~~design, configuration, testing, and other~~ software ~~implementation support~~upgrades, ~~and~~when ~~are typically optional~~ and ~~distinct~~if ~~from our software. Following implementation~~available, ~~customers~~which ~~who~~include ~~have purchased perpetual licenses may purchase application managed services to~~

~~support~~additional ~~and~~or ~~maintain~~improved ~~our~~functionality ~~software. Fees for our services are separately priced~~ and ~~are~~technological ~~generally~~advances ~~billed~~incorporating onemerging ansupply ~~hourly~~chain ~~basis,~~ and ~~revenue~~industry ~~is recognized over time as the services are performed~~initiatives. InMaintenance ~~certain~~contracts ~~situations,~~typically weonly ~~render~~have ~~professional~~one ~~services~~performance ~~under agreements based upon a fixed fee for portions of or all of the engagement~~obligation. Revenue related to ~~fixed-fee-based~~maintenance ~~services~~is ~~contracts~~generally ispaid in advance and recognized over ~~time~~the ~~based~~term onof the ~~proportion~~agreement, ~~performed.~~typically twelve months.

AsOur ~~part~~perpetual ofsoftware alicenses ~~complete~~provide ~~solution,~~the ~~our~~customer ~~customers~~with ~~periodically~~a ~~purchase~~right ~~hardware~~to ~~products~~use ~~developed~~the ~~and~~software ~~manufactured~~as byit ~~third~~exists ~~parties~~at ~~from~~the ustime ~~for~~of ~~use~~purchase. ~~with~~We ~~the~~recognize revenue for distinct software licenses ~~purchased~~once ~~from~~the ~~us.~~license ~~These~~period ~~products~~has ~~include~~begun ~~computer~~and ~~hardware,~~we ~~radio~~have ~~frequency~~made ~~terminal~~the ~~networks,~~software ~~radio~~available ~~frequency~~to ~~identification~~the ~~(RFID)~~customer. ~~chip~~The ~~readers,~~selling ~~bar~~prices ~~code~~of ~~printers~~our ~~and~~software ~~scanners,~~licenses ~~and~~are ~~other~~highly ~~peripherals~~variable. AsThus, we doestimate ~~not~~standalone ~~physically~~selling ~~control~~price ~~the~~("SSP") ~~hardware~~for ~~that~~software welicenses ~~sell~~using the residual approach, wedetermined ~~are~~based ~~acting~~on astotal antransaction ~~agent~~price inless the ~~transaction~~SSP ~~and~~of ~~recognize~~other ~~our~~goods ~~hardware~~and ~~revenue~~services ~~net~~promised ofin ~~related~~the ~~cost~~contract. WePerpetual ~~recognize~~software ~~hardware~~license revenue ~~when~~accounts ~~control~~for isapproximately ~~transferred~~4% toof ~~the~~total ~~customer upon shipment~~revenue.

Our customers periodically purchase hardware products developed and manufactured by third parties from us for use with the software licenses purchased from us. These products include computer hardware, radio frequency terminal networks, radio frequency identification (RFID) chip readers, bar code printers and scanners, and other peripherals. As we do not physically control the hardware that we sell, we are acting as an agent in the transaction and recognize our hardware revenue net of related cost. We recognize hardware revenue when control is transferred to the customer upon shipment.

Significant Judgments

Our cloud contracts with customers ~~typically~~can ~~contain~~include ~~promises~~the tosales ~~transfer~~of ~~multiple~~SaaS ~~products~~ and services ~~to a customer~~. Judgment is required to determine whether each product and service is considered to be a distinct performance obligation that should be accounted for separately under the contract. We allocate the transaction price to the distinct performance obligations based on relative ~~standalone selling price (“~~SSP”). We estimate SSP based on the prices charged to customers, or by using information such as market conditions and other observable inputs. ~~However,~~The ~~the~~ selling price of our cloud subscriptions ~~and software licenses~~ are highly variable. Thus, we estimate SSP for our cloud subscriptions and ~~software licenses~~ using the residual approach, determined based on total transaction price less the SSP of other goods and services promised in the contract.

Contract Balances

Cloud subscriptions and maintenance for perpetual software licenses are typically billed annually in advance. Timing of invoicing to customers may differ from timing of revenue recognition. Payment terms for our software licenses vary. We have an established history of collecting under the terms of our software license contracts without providing refunds or concessions to our customers. WeServices are typically ~~bill~~billed ~~our professional services~~ monthly as performed. In instances where the timing of revenue recognition differs from the timing of invoicing, we have determined that our contracts generally do not include a significant financing component. The primary purpose of our invoicing terms is to provide customers with predictable ways to purchase our software and services, not to provide or receive financing. Additionally, we are applying the practical expedient to exclude from consideration any contracts with payment terms of one year or less,. asWe we rarely offer terms extending beyond one year ~~or invoice more than a year in advance~~.

Deferred revenue mainly represents amounts collected prior to having ~~completed~~fully ~~performance~~satisfied of cloud subscriptions, maintenance, and professional services performance obligations. In the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025, we recognized $43124.89 million ~~and $213.5 million~~ of revenue that was included in the deferred revenue balance as of December 31, ~~2023. In the three months ended September 30,~~ 2024~~, we recognized $117~~.7 ~~million of revenue that was included in the deferred revenue balance as of June 30, 2024.~~

No revenue was recognized in the three months ended March 31, 2025 from performance obligations that were satisfied in prior periods.

Remaining Performance Obligations

As of ~~September~~March 3031, ~~2024~~2025, approximately $1.79 billion of revenue -is ~~over~~expected ~~98%~~to ofbe ~~which~~recognized isfrom ~~cloud-native~~remaining ~~subscriptions~~performance -obligations. isOver ~~expected~~98% toof beour ~~recognized from~~ remaining performance obligations ~~(RPO)~~represent cloud native subscriptions with a non-cancelable term greater than 1one year (including cloud-deferred revenue as well as amounts ~~that~~we ~~are~~will ~~expected~~invoice ~~to be invoiced~~ and ~~recognized~~recognize as revenue from our performance of cloud services in future periods). Maintenance contracts for perpetual software licenses are typically one year in duration and are not included in the remaining performance obligations. We expect to recognize revenue on approximately 4038% of these remaining performance obligations over the next 24 months with the majority of the remaining balance recognized over the following 36 months. We have elected not to provide disclosures regarding remaining performance obligations for contracts with a term of 1 year or less.

Returns and Allowances

We have not experienced significant returns or warranty claims to date and, as a result, have not recorded a provision for the cost of returns and product warranty claims.

We record an allowance for credit losses utilizing a model of internal historical losses data. In estimating the allowance for credit losses, we considered our historical write-offs, the historical creditworthiness of the customer, and other factors. We also analyzed expected credit losses given future risks in projected economic conditions and future risks of customer collection. Should any of these factors change, our estimates will also change accordingly, which could affect the level of our future allowances. Additions to the allowance for credit losses are recorded in general and administrative expense and were immaterial in all periods presented. Our credit loss reserve was $0.9 million as of September 30, 2024 and December 31, 2023.

We also reduce accounts receivable with a corresponding reduction in services revenue for the most likely amount of potential service revenue adjustments based on a detailed assessment of accounts receivable. The total amount recorded to services revenue was $0.1 million and $2.8 million for the three months ended September 30, 2024 and 2023, respectively, and $1.0 million and $4.0

We ~~million~~record an allowance for ~~the~~credit ~~nine~~losses ~~months~~utilizing ~~ended~~a ~~September~~model 30of internal historical losses data. In estimating the allowance for credit losses, ~~2024~~we ~~and~~considered ~~2023~~our historical write-offs, ~~respectively.~~the Ashistorical creditworthiness of ~~September~~the 30customer, ~~2024~~and other factors. We also analyzed expected credit losses given future risks in projected economic conditions and ~~December~~future 31risks of customer collection. Should any of these factors change, ~~2023~~the estimates made by us will also change accordingly, wewhich ~~have~~could ~~reduced~~affect ~~our~~the ~~accounts~~level ~~receivable~~of ~~balance~~our byfuture $3allowances.2 ~~million~~Additions to the allowance for credit losses are recorded in general and administrative expense and were immaterial in all periods presented. Our credit loss reserve was $40.49 million, ~~respectively~~as of March 31, ~~for~~2025 ~~these~~and ~~potential~~December ~~adjustments~~31, 2024, respectively.

We also reduce accounts receivable with a corresponding reduction in services revenue for the most likely amount of potential service revenue adjustments based on a detailed assessment of accounts receivable. The total amount recorded to services revenue was $0.2 million and $0.3 million for the three months ended March 31, 2025 and 2024, respectively. As of March 31, 2025 and December 31, 2024, we have reduced our accounts receivable balance by $2.5 million and $2.8 million, respectively, for these potential adjustments.

Deferred Commissions

We consider sales commissions to be incremental costs of obtaining a contract with a customer. We defer and recognize an asset for sales commissions related to performance obligations with an expected period of benefit of more than one year. We amortize these amounts over the expected benefit period, which we estimate by considering several factors, including the rate of technological change and duration of our customer contracts. Sales commission for renewal contracts are amortized over the related contractual renewal period. We apply the practical expedient to expense sales commissions when the amortization period would have been one year or less. Deferred commissions were $4044.4 million as of ~~September~~March 3031, ~~2024~~2025, of which $3032.29 million is included in other assets and $1011.25 million is included in prepaid expenses. Sales commission expense is included in Sales and Marketing expense in the accompanying Consolidated Statements of Income. Amortization of sales commissions was $2.69 million and $2.47 million for the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023, respectively, and $7.9 million and $7.0 million for the nine months ended September 30,~~ 2024 ~~and 2023~~, respectively. No impairment losses were recognized during the periods.

Fair Value Measurement

We measure our investments based on a fair value hierarchy disclosure framework that prioritizes and ranks the level of market price observability used in measuring assets and liabilities at fair value. Market price observability is affected by a number of factors, including the type of asset or liability and its characteristics. This hierarchy prioritizes the inputs into three broad levels as follows:

•

Level 1–Quoted prices in active markets for identical instruments.

•

Level 2–Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

•

Level 3–Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Investments with maturities of 90 days or less from the date of purchase are classified as cash equivalents; investments with maturities of greater than 90 days from the date of purchase but less than one year are generally classified as short-term investments; and investments with maturities of one year or greater from the date of purchase are generally classified as long-term investments. Unrealized holding gains and losses are reflected as a net amount in a separate component of shareholders’ equity until realized. For the purposes of computing realized gains and losses, cost is determined on a specific identification basis.

At ~~September~~March 3031, ~~2024~~2025, our cash and cash equivalents were $~~102~~142.47 million and $~~112~~63.62 million, respectively. We had neither short-term investments nor long-term investments at ~~September~~March 3031, ~~2024~~2025. Cash equivalents consist of highly liquid money market funds. For money market funds, we use quoted prices from active markets that are classified at Level 1, the highest level of observable input in the disclosure hierarchy framework. We had no investments classified at Level 2 or Level 3 at ~~September~~March 3031, ~~2024~~2025.

Equity-Based Compensation

We granted 1486,~~273~~350 and ~~876~~539,328 restricted stock units (RSUs) during the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023, respectively, and granted 549,122 and 582,209 RSUs during the nine months ended September 30,~~ 2024 ~~and 2023~~, respectively. Equity-based compensation expense related to RSUs was $2328.98 million and $1922.01 million during the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023, respectively, and $70.6 million and $53.6 million during the nine months ended September 30,~~ 2024 ~~and 2023~~, respectively.

We present below a summary of changes during the nine months ended September 30, 2024 in our unvested units of restricted stock:

	Number of shares/units
Outstanding at December 31, 2023		1,376,063
Granted		549,122
Vested		(513,595	)
Forfeited		(14,500	)
Outstanding at September 30, 2024		1,397,090

Income Taxes

Our effective tax rate was 16.5% and 10.4% for the three months ended September 30, 2024 and 2023, respectively, and 16.5% and 17.0% for the nine months ended September 30, 2024 and 2023, respectively. The increase in the effective tax rate for three months ended September 30, 2024 is primarily due to a decrease of benefit in recording return to provision estimates in the quarter,

~~offset~~We bypresent below a ~~reduction~~summary ~~in expense related to statute~~ of ~~limitations~~changes ~~expiration~~during ~~on uncertain tax positions. The decrease in~~ the ~~effective~~three ~~tax rate for the nine~~ months ended ~~September~~March 3031, ~~2024~~2025 isin ~~due~~our tounvested anunits ~~increase~~ of ~~excess tax benefits on~~ restricted stock ~~vesting and a reduction in expense related to statute of limitations expiration on uncertain tax positions, partially offset by a decrease of benefit in recording return to provision estimates.~~:

We apply the provisions for income taxes related to, among other things, accounting for uncertain tax positions and disclosure requirements in accordance with Accounting Standards Classification (ASC) 740, Income Taxes. For the three months ended September 30, 2024, our uncertain tax positions decreased by $3.0 million primarily due to statute of limitations expiration.


	Number of shares/units
Outstanding at December 31, 2024		1,390,238
Granted		486,350
Vested		(511,931	)
Forfeited		(11,748	)
Outstanding at March 31, 2025		1,352,909

Income Taxes

Our provision for income taxes varied from the tax computed at the U.S. federal statutory income tax rate for the periods presented primarily due to the Foreign Derived Intangible Income deduction, state taxes, employee compensation limitation, the tax effects of stock-based compensation, and the U.S. research and development tax credit. Our effective tax rate was 18.5% and 8.2% for the three months ended March 31, 2025 and 2024, respectively. The increase in the effective tax rate for the three months ended March 31, 2025 is due to a decrease of excess tax benefits on restricted stock awards that vested during the quarter.

We apply the provisions for income taxes related to, among other things, accounting for uncertain tax positions and disclosure requirements in accordance with Accounting Standards Classification (ASC) 740, Income Taxes. For the three months ended March 31, 2025, there were no material changes to our uncertain tax positions.

We conduct business globally and, as a result, file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. In the normal course of business, Manhattan is subject to examination by taxing authorities throughout the world. We are no longer subject to U.S. federal, substantially all state and local income tax examinations and substantially all non-U.S. income tax examinations for years before 2010.

Under the Inflation Reduction Act of 2022, we are subject to a 1% excise tax on stock repurchases, net of stock issuances, beginning in 2023. We have included the tax in the cost of our stock repurchases as a reduction of shareholders' equity.

Basic and Diluted Net Income Per Share

Basic net income per share is computed using net income divided by the weighted average number of shares of common stock outstanding (“Weighted Shares”) for the period presented.

Diluted net income per share is computed using net income divided by Weighted Shares and the treasury stock method effect of common equivalent shares (CESs) outstanding for each period presented.

In the following table, we present a reconciliation of earnings per share and the shares used in the computation of earnings per share for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024 (in thousands, except per share data):

	Three Months Ended September 30,						Nine Months Ended September 30,
	Three Months Ended March 31,
	2024			2023			2024			2023
	2025			2024
	(in thousands, except per share data)						~~(in thousands, except per share data)~~
Net income	$	6352,~~781~~582		$	4953,~~421~~801		$	~~170,348~~		$	~~127,832~~
Earnings per share:
Basic	$	10.0486		$	0.8087		$	~~2.77~~		$	~~2.07~~
Effect of CESs		(0.01	)		(0.01	)		~~(0.03~~	)		~~(0.02~~	)
Diluted	$	10.0385		$	0.7986		$	~~2.74~~		$	~~2.05~~
Weighted average number of shares:
Basic		6160,~~169~~870			61,~~639~~625			~~61,404~~			~~61,902~~
Effect of CESs		~~779~~657			~~671~~868			~~782~~			~~599~~
Diluted		61,~~948~~527			62,~~310~~493			~~62,186~~			~~62,501~~

The number of anti-dilutive CESs during the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024 ~~was~~are immaterial.

Contingencies

From time to time, we ~~may~~are be involved in litigation relating to claims arising out of the ordinary course of business, and occasionally legal proceedings not in the ordinary course. Many of our installations involve products that are critical to the operations of our clients’ businesses. Any failure in one of our products could result in a claim for substantial damages against us, regardless of our responsibility for such failure. Although we attempt to limit contractually our liability for damages arising from product failures or negligent acts or omissions, there can be no assurance that the limitations of liability set forth in our contracts will be enforceable in all instances. We are not currently a party to any legal proceedings the result of which we believe is likely to have a material adverse impact on our business, financial position, results of operations, or cash flows. We expense legal costs associated with loss contingencies as such legal costs are incurred.

Many of our installations involve products that are critical to the operations of our clients’ businesses. Any failure in one of our products could result in a claim for substantial damages against us, regardless of our responsibility for such failure. Although we

attempt to limit contractually our liability for damages arising from product failures or negligent acts or omissions, there can be no assurance that the limitations of liability set forth in our contracts will be enforceable in all instances.

Although litigation and other legal proceeding outcomes are inherently difficult to predict, we do not currently believe we are a party to any legal proceeding the result of which is likely to have a material adverse impact on our business, financial position, results of operations, or cash flows. We expense legal costs associated with loss contingencies as such legal costs are incurred. Insurance recoveries, if any, are recorded once received.

Among other proceedings, we are currently party to the two lawsuits described below.

On February 25, 2025, an alleged stockholder of the Company filed a putative class action lawsuit, Prime v. Manhattan Associates, Inc., et al., No. 1:25-cv-00992-TRJ (N.D. Ga.), in the United States District Court for the Northern District of Georgia against the Company and certain of our current and former officers (the “Prime Action”). The complaint in the Prime Action alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10b-5 promulgated thereunder, based on purported materially false and misleading statements and omissions allegedly made by the Company between October 22, 2024 and January 28, 2025. The complaint in the Prime Action seeks class certification, unspecified monetary damages, and costs and attorneys’ fees. On April 15, 2025, another alleged stockholder of the Company filed a putative class action lawsuit, City of Orlando Police Officers’ Pension Fund v. Manhattan Associates, Inc., et al., No. 1:25-cv-02089-TRJ (N.D. Ga.), in the United States District Court for the Northern District of Georgia against the Company and certain of our current and former officers (the “City of Orlando Action”). The complaint in the City of Orlando Action alleges violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 based on purported materially false and misleading statements and omissions allegedly made by the Company between July 24, 2024 and February 7, 2025. The factual allegations underlying the claims in the City of Orlando Action are similar to the factual allegations made in the Prime Action. The complaint in the City of Orlando Action seeks class certification, unspecified monetary damages, and costs and attorneys’ fees. The Company denies the material allegations in these lawsuits, which are in the early stages and have not yet been certified as class actions, and intends to defend itself vigorously. In addition, the Company maintains insurance that may cover any liability arising out of this litigation up to the policy limits and subject to meeting certain deductibles and to other terms and conditions thereof. We are unable to predict the ultimate timing or outcome of, or reasonably estimate the possible losses or a range of possible losses resulting from, these proceedings.

Reportable Segments

We manage our business by geographic ~~region~~segment and have three geographic reportable segments: ~~North~~the ~~and~~Americas (North, Latin ~~America~~and ~~(the~~South ~~“Americas”~~America); Europe, the Middle East and Africa (EMEA); and Asia Pacific (APAC). All segments derive revenue from the sale and implementation of our supply chain commerce solutions. The individual products sold by the segments are similar in nature and are all designed to help companies manage the effectiveness and efficiency of their supply chain commerce. We use the same accounting policies for each reportable segment. The chief operating decision maker (Chief Executive Officer) ~~and~~reviews ~~Chief~~the ~~Financial~~variances ~~Officer)~~in ~~evaluate~~each ~~performance~~reportable ~~based~~segment’s operating income compared to prior periods and to budget on ~~revenue~~a monthly basis to evaluate performance and ~~operating~~allocate ~~results~~resources ~~for~~(including ~~each~~employees, ~~reportable~~financial ~~segment~~or capital).

The Americas segment charges royalty fees to the other segments based on software licenses and cloud subscriptions sold by those reportable segments. The royalties, which totaled approximately $47.80 million and $34.14 million for the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023, respectively, and $13.9 million and $9.7 million for the nine months ended September 30,~~ 2024 ~~and 2023~~, respectively, are included in costs of revenue for each segment with a corresponding reduction in the Americas segment’s cost of revenue. The revenues represented below are from external customers only. The geography-based costs consist of costs for professional services personnel, direct sales and marketing expenses, infrastructure costs to support the employee and customer base, billing and financial systems, management and general and administrative support. ~~Certain~~There are certain corporate expenses included in the Americas segment ~~are~~that we do not ~~charged~~charge to the other segments. Such expenses include research and development, stock compensation, certain marketing and general and administrative costs that support the global organization, and the amortization of acquired developed technology. Costs in the Americas’ segment include all research and development costs, including the costs associated with our operations in India. Expense related to an unusual health insurance claim is included within "Operating expenses" within the Americas segment for three months ended March 31, 2025.

In accordance with ASC 280, Segment Reporting, we present below certain financial information by reportable segment for the three and nine months ended September 30, 2024 and 2023 (in thousands):

	Three Months Ended September 30,
	2024								2023
	Americas		EMEA		APAC		Consolidated		Americas		EMEA		APAC		Consolidated
Revenue:
Cloud subscriptions	$	67,708	$	16,158	$	2,619	$	86,485	$	52,846	$	10,343	$	1,844	$	65,033
Software license		3,112		278		372		3,762		3,502		51		317		3,870
Maintenance		27,541		4,725		2,225		34,491		27,951		5,159		2,186		35,296
Services		102,616		26,862		7,531		137,009		96,045		25,594		6,326		127,965
Hardware		4,875		59		-		4,934		6,220		57		-		6,277
Total revenue		205,852		48,082		12,747		266,681		186,564		41,204		10,673		238,441
Costs and Expenses:
Cost of revenue		88,997		23,934		5,729		118,660		84,275		22,134		5,030		111,439
Operating expenses		66,422		3,380		1,441		71,243		66,356		4,514		1,244		72,114
Depreciation and amortization		1,400		247		41		1,688		1,278		141		21		1,440
Total costs and expenses		156,819		27,561		7,211		191,591		151,909		26,789		6,295		184,993
Operating income	$	49,033	$	20,521	$	5,536	$	75,090	$	34,655	$	14,415	$	4,378	$	53,448
	Nine Months Ended September 30,
	2024								2023
	Americas		EMEA		APAC		Consolidated		Americas		EMEA		APAC		Consolidated
Revenue:
Cloud subscriptions	$	193,505	$	46,030	$	7,338	$	246,873	$	148,812	$	29,454	$	4,930	$	183,196
Software license		7,371		1,126		1,136		9,633		8,556		1,902		2,509		12,967
Maintenance		84,038		13,930		6,768		104,736		84,938		14,919		6,915		106,772
Services		304,200		80,265		21,570		406,035		275,602		75,321		17,821		368,744
Hardware		19,005		269		-		19,274		18,623		168		-		18,791
Total revenue		608,119		141,620		36,812		786,551		536,531		121,764		32,175		690,470
Costs and Expenses:
Cost of revenue		267,797		73,830		16,361		357,988		242,998		66,401		14,482		323,881
Operating expenses		205,455		13,486		4,044		222,985		193,080		14,238		4,008		211,326
Depreciation and amortization		3,847		704		119		4,670		3,825		361		61		4,247
Total costs and expenses		477,099		88,020		20,524		585,643		439,903		81,000		18,551		539,454
Operating income	$	131,020	$	53,600	$	16,288	$	200,908	$	96,628	$	40,764	$	13,624	$	151,016

~~Cloud~~In ~~subscriptions~~accordance ~~revenue~~with ~~primarily~~segment ~~relates~~reporting totopic ~~our~~of ~~Manhattan~~the ~~Active~~FASB ~~omnichannel~~Codification, ~~warehouse~~we ~~management~~present ~~solutions,~~below ~~and~~certain ~~transportation~~financial ~~management~~information ~~solutions~~by reportable segment for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024.~~2025 ~~The~~and ~~majority~~2024 ~~of our software license revenue~~ (~~over~~in ~~80%~~thousands) ~~relates to our warehouse management product group for the three and nine months ended September 30, 2024.~~:

At September 30, 2024, total assets for the Americas, EMEA and APAC segments were $570.0 million, $99.8 million, and $28.3 million, respectively.


	Three Months Ended March 31,
	2025								2024
	Americas		EMEA		APAC		Consolidated		Americas		EMEA		APAC		Consolidated
Revenue:
Cloud subscriptions	$	74,111	$	17,207	$	2,988	$	94,306	$	61,132	$	14,501	$	2,394	$	78,027
Software license		1,450		7,536		306		9,292		1,829		486		495		2,810
Maintenance		25,915		4,171		2,058		32,144		27,876		4,674		2,422		34,972
Services		87,497		26,352		7,278		121,127		99,115		26,771		6,309		132,195
Hardware		5,642		276		-		5,918		6,360		188		-		6,548
Total revenue		194,615		55,542		12,630		262,787		196,312		46,620		11,620		254,552

Costs and Expenses:
Cost of revenue		82,802		26,121		5,644		114,567		88,982		25,086		5,219		119,287
Operating expenses		73,713		5,525		1,340		80,578		69,405		5,433		1,304		76,142
Depreciation and amortization		1,309		193		39		1,541		1,238		217		38		1,493
Restructuring expense		2,929		-		-		2,929		-		-		-		-
Total costs and expenses		160,753		31,839		7,023		199,615		159,625		30,736		6,561		196,922
Operating income	$	33,862	$	23,703	$	5,607	$	63,172	$	36,687	$	15,884	$	5,059	$	57,630
Interest income								1,101								1,414
Other income (loss), net								236								(418	)
Income before income taxes							$	64,509							$	58,626

In the following table, we present goodwill, long-lived assets, and total assets by reportable segment as of March 31, 2025 and December 31, 2024 (in thousands):


	As of March 31, 2025								As of December 31, 2024
	Americas		EMEA		APAC		Consolidated		Americas		EMEA		APAC		Consolidated
Goodwill, net	$	54,766	$	5,503	$	1,963	$	62,232	$	54,766	$	5,497	$	1,963	$	62,226
Long lived assets		83,532		12,352		2,381		98,265		83,517		11,501		2,538		97,556
Total assets		562,814		121,207		24,200		708,221		633,157		102,222		22,172		757,551

For the three months ended March 31, 2025 and 2024, we derived revenue from sales to customers outside the United States of approximately $91.5 million and $83.7 million, respectively. Our remaining revenue was derived from domestic sales.

Cloud subscriptions revenue primarily relates to our Manhattan Active omnichannel, warehouse management solutions, and transportation management solutions for the three months ended March 31, 2025. The majority of our software license revenue (over 70%) relates to our warehouse management product group for the three months ended March 31, 2025.

9. Restructuring Expense

In January 2025, the Company eliminated approximately 100 positions to align our services capacity with customer demand which has been impacted by short-term macro-economic uncertainty. The Company recorded restructuring expense of approximately $2.9 million pretax ($2.2 million after-tax or $0.04 per fully diluted share) in the first quarter of 2025 to the Americas segment. The expense primarily consists of employee severance and outplacement services. The expense is classified in “Restructuring expense” in the Company’s Consolidated Statements of Income for the three months ended March 31, 2025.

The following table summarizes the activity in the restructuring accrual for the three months ended March 31, 2025 (in thousands):


Restructuring expense	$	2,929
Cash payments		(2,430	)
Restructuring accrual balance at March 31, 2025	$	499

The balance at March 31, 2025 is included in “Accrued compensation and benefits” in the Company’s Condensed Consolidated Balance Sheets. The remaining balance is expected to be paid during the second quarter of 2025.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with the condensed consolidated financial statements for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, including the notes to those statements, included elsewhere in this quarterly report. We also recommend the following discussion be read in conjunction with management’s discussion and analysis and consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, ~~2023~~2024. Statements in the following discussion that are not statements of historical fact are “forward-looking statements.” Actual results may differ materially from the results predicted in such forward-looking statements, for a variety of factors. See “Forward-Looking Statements” below.

References in this filing to the “Company,” “Manhattan,” “Manhattan Associates,” “we,” “our,” and “us” refer to Manhattan Associates, Inc., our predecessors, and our wholly owned and consolidated subsidiaries.

Business Overview

We develop, sell, deploy, service and maintain software solutions designed to manage ~~Unified~~supply ~~Omnichannel Commerce and Digital Supply Chain~~chains, inventory and omnichannel operations for retailers, wholesalers, manufacturers, logistics providers and other organizations. Our customers include many of the world’s ~~most~~ premier and most profitable brands.

Our business model is singularly focused on the development and implementation of complex commerce enablement software solutions that are designed to optimize supply chains, and retail store operations including point-of-sale effectiveness and efficiency for our customers.

We have five principal sources of revenue:

•

cloud subscriptions, including software as a service (SaaS) and hosting of software;

•

licenses of our software;

•

customer support services and software enhancements (collectively, “maintenance”) related to software licenses;

•

professional services, including solutions planning and implementation, related consulting, customer training, and reimbursements from customers for out-of-pocket expenses (collectively, “services”); and

•

hardware sales.

In the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025, we generated $~~266~~262.78 million ~~and $786.6 million~~ in total revenue~~, respectively~~. The revenue mix for the three months ended ~~September~~March 3031, ~~2024~~2025 was: cloud subscriptions 3336%; software license 14%; maintenance 1312%; services 5146%; and hardware 2%. ~~The revenue mix for the nine months ended September 30, 2024 was: cloud subscriptions 31%; software license 1%; maintenance 13%; services 52%; and hardware 3%.~~

We have three geographic reportable segments: North, Latin and ~~Latin~~South America (the “Americas”), Europe, the Middle East and Africa (EMEA), and Asia-Pacific (APAC). Geographic revenue is based on the location of the sale. Our international revenue was approximately $8891.05 million ~~and $260.6 million~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025, ~~respectively,~~ which represents approximately 3335% of our total revenue for ~~both~~the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025. International revenue includes all revenue derived from sales to customers outside the United States. At ~~September~~March 3031, ~~2024~~2025, we employed approximately 4,~~700~~530 employees worldwide. We have offices in Australia, Chile, China, France, Germany, India, Italy, Japan, the Netherlands, Singapore, Spain, the United Kingdom, and the United States, as well as representatives in Mexico and reseller partnerships in Latin America, Eastern Europe, the Middle East, South Africa, and Asia.

Future Expectations

~~While~~We we remain cautious ~~about~~regarding the current turbulent global ~~economy~~macro environment, which could impact our performance. Our results for the first ~~nine~~three months of ~~2024~~2025 exceeded our expectations due to solid demand for our cloud solutions. Our solutions are mission critical, supporting complex global supply chains. We believe that favorable secular tailwinds, such as the digital transformation of businesses in manufacturing, wholesale and retail, coupled with our commitment to investing in organic innovation to deliver leading cloud supply chain, inventory and omnichannel commerce solutions is in ~~synergistic~~ alignment with current market demand. We believe ~~that~~ this ~~alignment~~contributes ~~is contributing~~ to our strong financial results, higher demand and strong win rates for our solutions for the period. WeWhile ~~remain~~we ~~committed~~are toencouraged ~~investing~~by in our ~~business~~results, towe ~~drive~~remain ~~customer~~cautious ~~success~~regarding ~~and~~the ~~expand~~pace ~~our~~of ~~total~~global ~~addressable~~economic ~~market,~~growth. ~~which~~We we believe ~~will~~global ~~position~~geopolitical usand ~~well~~economic tovolatility ~~achieve~~likely ~~long-term~~will ~~sustainable~~continue ~~growth~~to shape customers’ and ~~earnings.~~prospects’ enterprise software buying decisions.

Going forward, we are investing in our cloud business, including enterprise investments in innovation, and strategic operating expenses to support growth objectives.

For the remainder of ~~2024~~2025, our five strategic goals remain to:

•

Focus on employees, customer success and drive sustainable long-term growth;

•

Invest in innovation to expand our products and total addressable market;

•

Expand our Manhattan Active Suite of Cloud Solutions;

•

Develop and grow our cloud business and cloud subscription revenue; and

•

Expand our global sales and marketing teams.

Cloud Subscription

Under our Manhattan Active® Solutions cloud subscription offering, customers pay a periodic fee for the right to use our software within a cloud environment that we provide and manage over a specified period of time. Adoption of our Manhattan Active® cloud solutions continues to increase nicely, with cloud revenue up 3321% over the same quarter in the prior year. Cloud revenue ~~now~~ represents about 9691% of our total software revenue. Customers on our legacy perpetual license program can convert their maintenance contracts to cloud subscription contracts.

Global Economic Trends and Industry Factors

Global macro-economic trends, technology spending, and supply chain management market growth are important barometers for our business. In ~~both~~ the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025, approximately 6765% of our total revenue was generated in the United States, 1821% in EMEA, and the remaining balance in APAC, Canada, and Latin America. In addition, Gartner Inc. (“Gartner”), an information technology research and advisory company, estimates that approximately 7980% of every supply chain software solutions dollar invested is spent in North America and Western Europe; consequently, the health of the U.S. and the Western European economies have a meaningful impact on our financial results.

We sell technology-based solutions with total pricing, including software and services, in many cases exceeding $1.0 million. Our software is often a part of our customers’ and prospects’ much larger capital commitment associated with facilities expansion and business improvement. We believe that, given the mission critical nature of our software, combined with a challenging global macro environment, our current sales cycles for large cloud subscriptions in our target markets could be extended. While demand for our solutions is solid, the current business climate within the United States and geographic regions in which we operate may affect customers’ and prospects’ decisions regarding timing of strategic capital expenditures.

While we are encouraged by our results, we remain cautious regarding the pace of global economic growth. We believe global geopolitical and economic volatility likely will continue to shape customers’ and prospects’ enterprise software buying decisions.

Key Performance Metrics

We regularly review metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections and make strategic decisions. We believe cloud subscriptions revenue growth and remaining performance obligation (RPO) growth are the leading indicators of our business performance, primarily derived from cloud subscription fees that customers pay for our Unified Omnichannel Commerce and Digital Supply Chain solutions.

Cloud Subscriptions Revenue Growth

Our cloud revenue growth provides insight into our ability to maintain and grow our cloud customer base. Total cloud revenue increased to $~~246~~94.93 million ~~during~~in the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 from $~~183~~78.20 million for the same period in the prior year, representing a 3521% year-over-year increase. Cloud revenue growth is being driven by strong demand for our cloud offerings.

Remaining Performance Obligations

Transaction price allocated to RPO represents contracted revenue that has not yet been recognized, which includes deferred revenue and non-cancelable amounts that we expect to invoice and recognize as revenue in future periods. Over 98% of our RPO represent cloud native subscriptions with a non-cancelable term greater than one year. Maintenance contracts typically are for one year and not included in RPO. RPO provides insight into our contracted backlog of future business. As of ~~September~~March 3031, ~~2024~~2025, our RPO was approximately $1.79 billion, an increase of 2725% over ~~September~~March 3031, ~~2023~~2024 on strong demand.

Revenue

Cloud Subscriptions and Software License Revenue. In the three months ended ~~September~~March 3031, ~~2024~~2025, cloud subscriptions revenue totaled $86.5 million or 33% of total revenues. The Americas, EMEA, and APAC segments recognized $67.7 million, $16.2 million, and $2.6 million in cloud subscriptions revenue, respectively, in the three months ended September 30, 2024. In the nine months ended September 30, 2024, cloud subscriptions revenue was 9691% of total cloud and software license revenue. In the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, cloud subscriptions revenue totaled $~~246~~94.93 million or 3136% of total revenues. The Americas, EMEA, and APAC segments recognized $~~193~~74.51 million, $4617.02 million, and $73.40 million in cloud subscriptions revenue, respectively, in the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025. Cloud subscriptions revenue is recognized over the term of the agreement, typically five years or more. Cloud subscription revenue growth is influenced by the strength of general economic and business conditions and the competitive position of our software products. These revenues generally have long sales cycles.

In the three months ended ~~September~~March 3031, ~~2024~~2025, license revenue totaled $39.83 million, or 14% of total revenue. The Americas, EMEA, and APAC segments totaled $3.1.5 million, $07.35 million, and $0.43 million in license revenue, respectively, in the three months ended ~~September~~March 3031, ~~2024~~2025. In the nine months ended September 30, 2024, license revenue totaled $9.6 million, or 1% of total revenue. The Americas, EMEA, and APAC segments totaled $7.4 million, $1.1 million, and $1.1 million in license revenue, respectively, in the nine months ended September 30, 2024.

During the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025, approximately 1449% ~~and 22%, respectively,~~ of the total value of new non-cancelable cloud subscriptions (excluding renewals) signed was with new customers, and 8651% ~~and 78%, respectively,~~ was with existing customers. We define new customers as entities from which we either have never earned revenue or have not recognized revenue in the last five years.

Our Unified Omnichannel Commerce and Digital Supply Chain solutions are focused on core omnichannel operation (e-commerce, retail store operations and POS), supply chain commerce operations (Warehouse Management, Transportation Management and Labor Management), and Inventory Optimization, which are intensely competitive markets characterized by rapid technological change. We are a market leader in the supply chain management and omnichannel software solutions market as defined by industry analysts such as ARC Advisory Group and Gartner. Our goal is to extend our position as a leading global supply chain solutions provider by growing our cloud subscriptions ~~revenue~~and software license revenues faster than our competitors through investment in innovation.

Maintenance Revenue. Our maintenance revenue for the three months ended ~~September~~March 3031, ~~2024~~2025 totaled $3432.51 million, or 1312% of total revenue. The Americas, EMEA and APAC segments recognized $2725.69 million, $4.72 million, and $2.20 million, respectively, in maintenance revenue in the three months ended ~~September~~March 3031, ~~2024~~2025. In the nine months ended September 30, 2024, maintenance revenue totaled $104.7 million, or 13% of total revenue. The Americas, EMEA, and APAC segments totaled $84.0 million, $13.9 million, and $6.8 million in maintenance revenue, respectively, in the nine months ended September 30, 2024. For maintenance, we offer a comprehensive 24 hours per day, 365 days per year program that provides our customers with software upgrades, when and if available, which include additional or improved functionality and technological advances incorporating emerging supply chain and industry initiatives.

Maintenance relates to our ~~traditional~~legacy perpetual license sales. We expect maintenance revenues to decline as we continue to develop our cloud offerings, and be offset by additional cloud revenue, including from customers converting their maintenance contracts to cloud subscriptions. The growth of maintenance revenues is influenced by: (1) new software license revenue growth; (2) annual renewal of support contracts; and (3) fluctuations in currency rates. Substantially all of our customers renew their annual support contracts or convert their maintenance contracts to cloud subscriptions. Maintenance revenue is generally paid in advance and recognized over the term of the agreement, typically twelve months. Maintenance renewal revenue is recognized over the renewal period once we have a contract upon payment from the customer.

Services Revenue. In the three months ended ~~September~~March 3031, ~~2024~~2025, our services revenue totaled $~~137~~121.01 million, or 5146% of total revenue. The Americas, EMEA, and APAC segments recognized $~~102~~87.65 million, $26.93 million, and $7.53 million, respectively, in services revenue in the three months ended ~~September~~March 3031, ~~2024~~2025. In the nine months ended September 30, 2024, services revenue totaled $406.0 million, or 52% of total revenue. The Americas, EMEA, and APAC segments totaled $304.2 million, $80.2 million, and $21.6 million in services revenue, respectively, in the nine months ended September 30, 2024.

Our professional services organization provides our customers with expertise and assistance in planning and implementing our solutions. To ensure a successful product implementation, consultants assist customers with the initial implementation of a system or service, the conversion and transfer of the customer’s historical data to the new system or service, and ongoing training, education, and system/service upgrades. We believe our professional services enable customers to implement our software rapidly, ensure the customer’s success with our solutions, strengthen our customer relationships, and add to our industry-specific knowledge base for use in future implementations and product innovations.

Although our professional services are optional, the majority of our customers use at least some portion of these services for their planning, implementation, or related needs. Professional services are typically rendered under time and materials-based contracts with services typically billed on an hourly basis. Professional services are sometimes rendered under fixed-fee based contracts with payments due on specific dates or milestones.

Services revenue growth is contingent upon cloud sales and customer upgrade cycles, which are influenced by the strength of general economic and business conditions and the competitive position of our software products. In addition, our professional services business has competitive exposure to offshore providers and other consulting companies.

Hardware Revenue. Our hardware revenue, which we recognize net of related costs, totaled $45.9 million in the three months ended ~~September~~March 3031, ~~2024~~2025 representing 2% of total revenue. ~~For the nine months ended September 30, 2024, hardware revenue totaled $19.3 million, or 3% of total revenue.~~ As a convenience for our cloud and software customers, we resell a variety of hardware products developed and manufactured by third parties. These products include computer hardware, radio frequency terminal networks, RFID chip readers, bar code printers and scanners, and other peripherals. We resell all third-party hardware products and related maintenance pursuant to agreements with manufacturers or through distributor-authorized reseller agreements, pursuant to which we are entitled to purchase hardware products and services at discount prices. We generally purchase hardware from our vendors only after receiving an order from a customer. As a result, we do not maintain hardware inventory.

are entitled to purchase hardware products and services at discount prices. We generally purchase hardware from our vendors only after receiving an order from a customer. As a result, we do not maintain hardware inventory.

Product Development

We continue to invest significantly in research and development (R&D) to provide leading Unified Omnichannel Commerce and Digital Supply Chain solutions to enable global retailers, manufacturers, wholesalers, distributors, and logistics providers to successfully manage accelerating and fluctuating demands as well as the increasing complexity and volatility of their local and global ~~supply chains, retail store operations and points of sale. Our R&D expenses were $34.3 million and $104.7 million for the three and nine months ended September 30, 2024.~~

supply chains, retail store operations and points of sale. Our R&D expenses were $35.3 million for the three months ended March 31, 2025.

We expect to continue to focus our R&D resources on the development and enhancement of our core supply chain, inventory optimization, omnichannel and point-of-sale software solutions. We offer what we believe to be the broadest solutions portfolio in the supply chain solutions marketplace, addressing all aspects of inventory optimization, transportation management, distribution management, planning, and omnichannel operations including order management, store inventory & fulfillment, call center and point-of-sale.

We also plan to continue to enhance our existing solutions and to introduce new solutions to address evolving industry standards and market needs. We identify opportunities to further enhance our solutions and to develop and provide new solutions through our customer support organization, as well as through ongoing customer consulting engagements and implementations, interactions with our user groups, association with leading industry analysts and market research firms, and participation in industry standards and research committees. Our solutions address the needs of customers in various vertical markets, including retail, consumer goods, food and grocery, logistics service providers, industrial and wholesale, high technology and electronics, life sciences, and government.

Cash Flow and Financial Condition

For the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025, we generated cash flow from operating activities of $6275.3 million ~~and $190~~.3 ~~million, respectively.~~ Our cash and cash equivalents at ~~September~~March 3031, ~~2024~~2025 totaled $~~215~~205.09 million, with no ~~outstanding~~ debt on our balance sheet. We currently have no credit facilities. Our primary uses of cash have been for funding investments in R&D in our Unified Omnichannel Commerce and Digital Supply Chain solutions to drive revenue and earnings growth. In addition, during the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, we repurchased approximately $~~198~~100.10 million of Manhattan Associates’ outstanding common stock under the share repurchase program approved by our Board of Directors. In ~~October~~April ~~2024~~2025, our Board of Directors approved replenishing the Company’s remaining share repurchase authority to an aggregate of $75100.0 million of our common stock.

For the remainder of ~~2024~~2025, we expect our first priority for use of cash will continue to be investments in our Unified Omnichannel Commerce and Digital Supply Chain solutions. We also expect to prioritize capital allocation in our global teams to fund growth and share repurchases. We do not anticipate any borrowing requirements in ~~2024~~2025 for general corporate purposes.

Results of Operations

In the following table, we present a summary of our consolidated results for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024.

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

2024

2023

2024

2023

2025

2024

(in thousands, except per share data)

~~(in thousands, except per share data)~~

Revenue

~~266~~262,~~681~~787

~~238~~254,~~441~~552

~~786,551~~

~~690,470~~

Costs and expenses

~~191~~199,~~591~~615

~~184~~196,~~993~~922

~~585,643~~

~~539,454~~

Operating income

7563,~~090~~172

5357,~~448~~630

~~200,908~~

~~151,016~~

Other income, net

1,~~312~~337

~~1,739~~996

~~3,222~~

~~2,923~~

Income before income taxes

7664,~~402~~509

5558,~~187~~626

~~204,130~~

~~153,939~~

Net income

6352,~~781~~582

4953,~~421~~801

~~170,348~~

~~127,832~~

Diluted earnings per share

10.0385

0.7986

~~2.74~~

~~2.05~~

Diluted weighted average number of shares

61,~~948~~527

62,~~310~~493

~~62,186~~

~~62,501~~

We have three geographic reportable segments: the Americas, EMEA, and APAC. Geographic revenue information is based on the location of sale. The revenues represented below are from external customers only. The geography-based expenses include costs of personnel, direct sales, marketing expenses, and general and administrative costs to support the business. There are certain corporate expenses included in the Americas segment that we do not charge to the other segments, including R&D, stock compensation, certain marketing and general and administrative costs that support the global organization, and the amortization of acquired developed technology. Included in the Americas costs are all R&D costs, including the costs associated with our operations in India. During the three months ended March 31, 2025 and 2024, we derived the majority of our revenues from sales to customers within our Americas segment. In the following table, we present a summary of revenue and operating income by segment:

We have three geographic reportable segments: the Americas, EMEA, and APAC. Geographic revenue information is based on the location of sale. The revenues represented below are from external customers only. The geography-based expenses include costs of personnel, direct sales, marketing expenses, and general and administrative costs to support the business. There are certain corporate expenses included in the Americas segment that we do not charge to the other segments, including R&D, certain marketing and general and administrative costs that support the global organization, and the amortization of acquired developed technology. Included in the Americas costs are all R&D costs, including the costs associated with our operations in India. During the three and nine months ended September 30, 2024 and 2023, we derived the majority of our revenues from sales to customers within our Americas segment. In the following table, we present a summary of revenue and operating income by segment:


	Three Months Ended March 31,
	2025		2024		% Change vs. Prior Year
Revenue:	(in thousands)
Cloud subscriptions
Americas		74,111		61,132		21	%
EMEA		17,207		14,501		19	%
APAC		2,988		2,394		25	%
Total cloud subscriptions		94,306		78,027		21	%

Software license
Americas		1,450		1,829		-21	%
EMEA		7,536		486		1451	%
APAC		306		495		-38	%
Total software license		9,292		2,810		231	%

Maintenance
Americas		25,915		27,876		-7	%
EMEA		4,171		4,674		-11	%
APAC		2,058		2,422		-15	%
Total maintenance		32,144		34,972		-8	%

Services
Americas		87,497		99,115		-12	%
EMEA		26,352		26,771		-2	%
APAC		7,278		6,309		15	%
Total services		121,127		132,195		-8	%

Hardware
Americas		5,642		6,360		-11	%
EMEA		276		188		47	%
APAC		-		-	-
Total hardware and other		5,918		6,548		-10	%

Total Revenue
Americas		194,615		196,312		-1	%
EMEA		55,542		46,620		19	%
APAC		12,630		11,620		9	%
Total revenue	$	262,787	$	254,552		3	%

Operating income:
Americas		33,862		36,687		-8	%
EMEA		23,703		15,884		49	%
APAC		5,607		5,059		11	%
Total operating income	$	63,172	$	57,630		10	%

	Three Months Ended September 30,							Nine Months Ended September 30,
	2024		2023		% Change vs.Prior Year			2024		2023		% Change vs.Prior Year
Revenue:	(in thousands)							(in thousands)
Cloud subscriptions
Americas		67,708		52,846		28	%		193,505		148,812		30	%
EMEA		16,158		10,343		56	%		46,030		29,454		56	%
APAC		2,619		1,844		42	%		7,338		4,930		49	%
Total cloud subscriptions		86,485		65,033		33	%		246,873		183,196		35	%
Software license
Americas		3,112		3,502		-11	%		7,371		8,556		-14	%
EMEA		278		51		445	%		1,126		1,902		-41	%
APAC		372		317		17	%		1,136		2,509		-55	%
Total software license		3,762		3,870		-3	%		9,633		12,967		-26	%
Maintenance
Americas		27,541		27,951		-1	%		84,038		84,938		-1	%
EMEA		4,725		5,159		-8	%		13,930		14,919		-7	%
APAC		2,225		2,186		2	%		6,768		6,915		-2	%
Total maintenance		34,491		35,296		-2	%		104,736		106,772		-2	%
Services
Americas		102,616		96,045		7	%		304,200		275,602		10	%
EMEA		26,862		25,594		5	%		80,265		75,321		7	%
APAC		7,531		6,326		19	%		21,570		17,821		21	%
Total services		137,009		127,965		7	%		406,035		368,744		10	%
Hardware
Americas		4,875		6,220		-22	%		19,005		18,623		2	%
EMEA		59		57		4	%		269		168		60	%
APAC		-		-	-				-		-	-
Total hardware and other		4,934		6,277		-21	%		19,274		18,791		3	%
Total Revenue
Americas		205,852		186,564		10	%		608,119		536,531		13	%
EMEA		48,082		41,204		17	%		141,620		121,764		16	%
APAC		12,747		10,673		19	%		36,812		32,175		14	%
Total revenue	$	266,681	$	238,441		12	%	$	786,551	$	690,470		14	%
Operating income:
Americas		49,033		34,655		41	%		131,020		96,628		36	%
EMEA		20,521		14,415		42	%		53,600		40,764		31	%
APAC		5,536		4,378		26	%		16,288		13,624		20	%
Total operating income	$	75,090	$	53,448		40	%	$	200,908	$	151,016		33	%

Condensed Consolidated Financial Summary - First Quarter 2025

•

Consolidated total revenue: $262.8 million for the first quarter of 2025, compared to $254.6 million for the first quarter of 2024;

•

Cloud subscription revenue: $94.3 million for the first quarter of 2025, compared to $78.0 million for the first quarter of 2024;

•

Software license revenue: $9.3 million for the first quarter of 2025, compared to $2.8 million for the first quarter of 2024;

•

Services revenue: $121.1 million for the first quarter of 2025, compared to $132.2 million for the first quarter of 2024;

•

~~Condensed~~Operating ~~Consolidated~~income: ~~Financial~~$63.2 ~~Summary~~million -for ~~Third~~the ~~Quarter~~first quarter of 2025, compared to $57.6 million for the first quarter of 2024;

•

~~Consolidated~~Operating ~~total revenue~~margins: ~~$266~~24.70% ~~million~~ for the ~~third~~first quarter of ~~2024~~2025, compared to ~~$238~~22.46% ~~million~~ for the ~~third~~first quarter of ~~2023~~2024;

•

~~Cloud~~Diluted ~~subscription~~earnings ~~revenue~~per share: $860.585 ~~million~~ for the ~~third~~first quarter of ~~2024,~~2025 compared to $~~65.~~0.86 ~~million~~ for the ~~third~~first quarter of ~~2023~~2024;

•

~~Software~~Cash ~~license~~flow ~~revenue~~from operations: $375.83 million ~~for~~in the ~~third~~first quarter of ~~2024~~2025, compared to $354.97 million ~~for~~in the ~~third~~first quarter of ~~2023~~2024;

•

~~Services~~Days ~~revenue~~sales outstanding: ~~$137.0~~ ~~million~~72 ~~for~~days ~~the~~at ~~third~~March ~~quarter~~31, ~~of 2024~~2025, compared to ~~$128.0~~74 ~~million~~days ~~for~~at ~~the~~December ~~third~~31, ~~quarter of 2023~~2024;

•

~~Operating income~~Cash: $75205.19 million ~~for~~at ~~the~~March ~~third~~31, ~~quarter of 2024~~2025, compared to $53266.42 million ~~for~~at ~~the~~December ~~third~~31, ~~quarter of 2023~~2024;

•

~~Operating~~Share ~~margins~~repurchases: ~~28.2%~~In ~~for~~the three months ended March 31, 2025, we reduced our shares of common stock outstanding through the ~~third~~repurchase ~~quarter~~of approximately 0.5 million shares of ~~2024~~our common stock, ~~compared~~under tothe ~~22.4%~~share repurchase program authorized by our board of directors for a total investment of $100.0 million. In April 2025, our Board of Directors approved replenishing the ~~third~~Company’s ~~quarter~~remaining share repurchase authority to an aggregate of ~~2023;~~$100.0 million of our common stock.

~~Diluted~~Below ~~earnings~~we ~~per~~discuss ~~share:~~our ~~$1.03~~consolidated ~~for~~results ~~the third quarter~~ of ~~2024~~operations ~~compared to $0.79~~ for the ~~third~~first ~~quarter~~quarters of ~~2023;~~2025 and 2024.

Cash flow from operations: $62.3 million in the third quarter of 2024, compared to $58.6 million in the third quarter of 2023;

Days sales outstanding: 69 days at September 30, 2024, compared to 66 days at June 30, 2024;

Cash: $215.0 million at September 30, 2024, compared to $202.7 million at June 30, 2024;

Share repurchases: In the three months ended September 30, 2024, we reduced our shares of common stock outstanding through the repurchase of approximately 0.2 million shares of our common stock, under the share repurchase program authorized by our Board of Directors for a total investment of $49.7 million. In October 2024, our Board of Directors approved replenishing the Company’s remaining share repurchase authority to an aggregate of $75.0 million of our common stock.

Below we discuss our consolidated results of operations for the third quarters of 2024 and 2023.

Revenue

	Three Months Ended September 30,
	Three Months Ended March 31,
					% Change vs.			% of Total Revenue
	2024		2023		Prior Year			2024			2023
	2025		2024		Prior Year			2025			2024
	(in thousands)
Cloud subscriptions	$	8694,~~485~~306	$	6578,~~033~~027		3321	%		3336	%		2731	%
Software license		39,~~762~~292		32,~~870~~810		-3231	%		14	%		21	%
Maintenance		3432,~~491~~144		3534,~~296~~972		-28	%		1312	%		1514	%
Services		~~137~~121,~~009~~127		~~127~~132,~~965~~195		7-8	%		5146	%		5351	%
Hardware		45,~~934~~918		6,~~277~~548		-2110	%		2	%		3	%
Total revenue	$	~~266~~262,~~681~~787	$	~~238~~254,~~441~~552		123	%		100	%		100	%

Cloud Subscriptions Revenue. In the ~~third~~first quarter of ~~2024~~2025, cloud subscriptions revenue increased $2116.53 million compared to the same quarter in the prior year. Our customers have demonstrated a clear preference for cloud-based solutions, including existing customers that are migrating from on-premise to cloud-based offerings. Cloud subscriptions revenue for the Americas, EMEA and APAC segments increased $1413.90 million, $52.87 million and $0.86 million in the ~~third~~first quarter of ~~2024~~2025, respectively.

Software License Revenue. Software license revenue ~~decreased~~increased $06.15 million in the ~~third~~first quarter of ~~2024~~2025 compared to the same quarter in the prior year onpredominantly ~~strong~~driven ~~market~~by ~~preference~~one ~~for~~large ~~our~~contract ~~cloud-native~~with ~~solutions~~an existing customer. The perpetual license sales percentage mix across our product suite in the ~~third~~first quarter ended ~~September~~March 3031, ~~2024~~2025 was over 8070% warehouse management solutions.

Maintenance Revenue. Maintenance revenue decreased $02.8 million in the ~~third~~first quarter of ~~2024~~2025 compared to the same quarter in the prior year. Across the Americas, EMEA, and APAC segments, maintenance revenue ~~remained~~decreased ~~relatively~~by ~~flat~~$2. 0 million, $0.5 million, and $0.3 million, respectively. Maintenance relates to our perpetual software licenses.

Services Revenue. Services revenue ~~increased~~decreased $911.01 million in the ~~third~~first quarter of ~~2024~~2025 compared to the same quarter in the prior year. Services revenue for the Americas, ~~EMEA~~ and ~~APAC~~EMEA segments ~~increased~~decreased $611.6 million, and $10.25 million, ~~and~~respectively, partially offset by the $1.20 million, ~~respectively~~increase for the APAC segment, compared to the same quarter in the prior year,. The decrease in services revenue is primarily driven by ~~the~~customer ~~increase~~budgetary inconstraints that shifted services work to future periods which negatively impacted our professional services revenue related to cloud subscriptions. The percentage of professional services revenue that relates to cloud subscriptions in the ~~third~~first quarter of ~~2024~~2025 and ~~2023~~2024 was approximately 74% ~~and 70%, respectively~~. The remainder of our professional services revenue relates to implementations, ongoing support, and upgrades of licensed software.

Hardware Revenue. Hardware sales decreased $0.6 million in the first quarter of 2025 compared to the same quarter in the prior year. The majority of our hardware revenue is derived from our Americas segment. Sales of hardware is largely dependent upon customer-specific desires, which fluctuate.

Hardware Revenue. Hardware sales decreased $1.3 million in the third quarter of 2024 compared to the same quarter in the prior year. The majority of our hardware revenue is derived from our Americas segment. Sales of hardware is largely dependent upon customer-specific desires, which fluctuate.

Cost of Revenue

	Three Months Ended September 30,
	Three Months Ended March 31,
	2024		2023		% Change vs.Prior Year
	2025		2024		% Change vs.Prior Year
Cost of cloud subscriptions, maintenance and services		~~118~~114,~~269~~358		~~111~~118,~~142~~955		6-4	%
Cost of software license	$	~~391~~209	$	~~297~~332		32-37	%
Total cost of revenue	$	~~118~~114,~~660~~567	$	~~111~~119,~~439~~287		6-4	%

Cost of Cloud Subscriptions, Maintenance and Services. Costs of cloud subscriptions, maintenance and services consist primarily of salaries and other personnel-related expenses of employees dedicated to cloud subscriptions; maintenance services; and professional and technical services as well as hosting fees. The $74.16 million ~~increase~~decrease in the quarter ended ~~September~~March 3031, ~~2024~~2025 compared to the same quarter in the prior year was principally due to a $74.27 million ~~increase~~decrease in compensation and other personnel-related expenses, a $10.28 million ~~increase~~decrease in ~~computer~~performance-based ~~infrastructure~~compensation ~~cost~~expense, and a $0.7 million decrease in travel expense, partially offset by a $1.39 million ~~decrease~~increase in ~~performance-based~~computer infrastructure cost. The decrease in compensation ~~expense~~cost is due to our reduction in headcount to align our services capacity with customer demand.

Cost of Software License. Cost of software license consists of the costs associated with software reproduction; media, packaging and delivery; documentation, and other related costs; and royalties on third-party software sold with or as part of our products. Cost of software license remained relatively flat in the ~~third~~first quarter of ~~2024~~2025 compared with the same quarter in the prior year.

Operating Expenses

	Three Months Ended September 30,
	Three Months Ended March 31,
	2024		2023		% Change vs.Prior Year
	2025		2024		% Change vs.Prior Year
	(in thousands)
Research and development	$	3435,~~349~~298	$	3335,~~093~~010		41	%
Sales and marketing		1621,~~586~~061		1719,~~650~~929		-6	%
General and administrative		2024,~~308~~219		21,~~371~~203		-514	%
Depreciation and amortization		1,~~688~~541		1,~~440~~493		173	%
Operating expenses	$	72,931	$	73,554		-1	%
Restructuring expense		2,929		-		100	%
Operating expenses	$	85,048	$	77,635		10	%

Research and Development. Our principal R&D activities have focused on the expansion and integration of new products and releases, including cloud-based solutions, while expanding the product footprint of our software solution suites in Supply Chain, Inventory Optimization, Omnichannel and ~~Point~~point-of-sale.

R&D expenses primarily consist of salaries and other personnel-related costs for personnel involved in our R&D activities. R&D expenses for the quarter ended ~~September~~March 3031, ~~2024~~2025 ~~increased~~remained byrelatively ~~$1.3 million~~flat, compared to the same quarter of ~~2023 principally due to a $1~~2024.~~5 million increase in compensation and other personnel-related expenses.~~

Sales and Marketing. Sales and marketing expenses include salaries, commissions, travel and other personnel-related costs and the costs of our marketing and alliance programs and related activities. Sales and marketing expenses ~~decreased~~increased $1.01 million in the quarter ended ~~September~~March 3031, ~~2024~~2025 compared to the same quarter in the prior year primarily due to a $10.5 million increase in compensation and other personnel-related expenses, a $0.3 million ~~decrease~~increase in ~~bonus~~performance-based compensation expense, and ~~commission~~a $0.3 million increase in marketing and campaign program expenses.

General and Administrative (G&A). G&A expenses consist primarily of salaries and other personnel-related costs of executive, financial, human resources, information technology, and administrative personnel, as well as facilities, legal, insurance, accounting, and other administrative expenses. G&A expenses ~~decreased~~increased ~~slightly by~~ $13.10 million, in the current year quarter compared to the same quarter in the prior year, primarily due to a signing bonus of $3.0 million, recruiting fees of $0.97 million, ~~decrease~~and inadditional ~~other~~stock ~~taxes~~compensation expense of $3.1 million for the hiring of our new chief executive officer. These expenses were partially offset by a $3.7 million insurance recovery on an unusual health insurance claim, net of ongoing expenses for the claim.

Depreciation and Amortization. Depreciation and amortization of intangibles and software expense for the ~~third~~first quarter of ~~2024~~2025 and ~~2023~~2024 was $1.75 million ~~and $1~~.4 ~~million, respectively.~~

Restructuring Expense. In January 2025, the Company eliminated approximately 100 positions to align our services capacity with customer demand which has been impacted by short-term macro-economic uncertainty. The Company recorded a restructuring expense of approximately $2.9 million pretax ($2.2 million after-tax or $0.04 per fully diluted share) in the first quarter of 2025. The

expense primarily consists of employee severance and outplacement services. The expense is classified in “Restructuring expense” in the Company’s Consolidated Statements of Income.

Operating Income

Operating income in the ~~third~~first quarter of ~~2024~~2025 was $7563.12 million compared to $5357.46 million in the same quarter in the prior year. Operating margin was 2824.20% for the ~~third~~first quarter of ~~2024~~2025 versus 22.46% for the same quarter in the prior year. Operating income and margin increased primarily due to increased cloud ~~and~~subscriptions ~~services~~ revenue ~~growth combined with operating leverage as our cloud business continues to scale~~.

Other Income and Income Taxes

Three Months Ended September 30,

Three Months Ended March 31,

2024

2023

% Change vs.Prior Year

2025

2024

% Change vs.Prior Year

(in thousands)

Other income, net

1,~~312~~337

~~1,739~~996

~~-25~~34

Income tax provision

1211,~~621~~927

54,~~766~~825

~~119~~147

Other income, net. Other income, net primarily includes interest income, foreign currency gains and losses, and other non-operating expenses. Other income, net ~~decreased~~increased ~~slightly~~$0.4 million in the ~~third~~first quarter of ~~2024~~2025 compared to the same quarter in the prior year, due to ana $0.7 million increase in foreign currency gains, partially offset by a $0.3 million decrease in interest income. The increase of foreign currency gains is mainly due to gains or losses on intercompany transactions denominated in foreign currencies with subsidiaries due to the fluctuation of the U.S. dollar relative to other foreign currencies, primarily the Indian Rupee. We recorded net foreign currency ~~losses~~gains of $0.31 million in the ~~third~~first quarter of ~~2024~~2025, and $0.46 million of net foreign currency ~~gains~~losses in the ~~third~~same quarter ofin ~~2023~~the prior year.

Income tax provision. Our effective income tax rate was 1618.5% and 108.42% for the quarters ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, respectively. The increase in the effective tax rate for the three months ended ~~September~~March 3031, ~~2024~~2025 is ~~primarily~~ due ~~a decrease of benefit in recording return~~ to ~~provision estimates in the quarter, offset by~~ a ~~reduction~~decrease in ~~expense~~excess ~~related~~tax tobenefits ~~statute~~on ofrestricted ~~limitations~~stock ~~expiration~~awards onthat ~~uncertain~~vested ~~tax~~during ~~positions~~the quarter.

Condensed Consolidated Financial Summary – First Nine Months of 2024

Consolidated revenue: $786.6 million for the nine months ended September 30, 2024 compared to $690.5 million for the nine months ended September 30, 2023.

Cloud subscription revenue: $246.9 million for the nine months ended September 30, 2024 compared to $183.2 million for the nine months ended September 30, 2023.

Software license revenue: $9.6 million for the nine months ended September 30, 2024, compared to $13.0 million for the nine months ended September 30, 2023.

Services revenue: $406.0 million for the nine months ended September 30, 2024, compared to $368.7 million for the nine months ended September 30, 2023.

Operating income: $200.9 million for the nine months ended September 30, 2024, compared to $151.0 million for the nine months ended September 30, 2023.

Operating margins: 25.5% for the nine months ended September 30, 2024, compared to 21.9% for the nine months ended September 30, 2023.

Diluted earnings per share: $2.74 for the nine months ended September 30, 2024 compared to $2.05 for the nine months ended September 30, 2023.

Cash flow from operations: $190.3 million for the nine months ended September 30, 2024, compared to $157.9 million for the nine months ended September 30, 2023.

Cash: $215.0 million at September 30, 2024, compared to $270.7 million at December 31, 2023.

Share repurchases: During the nine months ended September 30, 2024, we reduced our shares of common stock outstanding by approximately 1.4% primarily through the repurchase of approximately 0.8 million shares of our common stock, under the share repurchase program authorized by our Board of Directors, for a total investment of $198.1 million.

Below we discuss our consolidated results of operations for the nine months ended September 30, 2024 and 2023.

	Nine Months Ended September 30,
					% Change vs.			% of Total Revenue
	2024		2023		Prior Year			2024			2023
	(in thousands)
Cloud subscriptions	$	246,873	$	183,196		35	%		31	%		27	%
Software license		9,633		12,967		-26	%		1	%		2	%
Maintenance		104,736		106,772		-2	%		13	%		15	%
Services		406,035		368,744		10	%		52	%		53	%
Hardware		19,274		18,791		3	%		3	%		3	%
Total revenue	$	786,551	$	690,470		14	%		100	%		100	%

Cloud Subscription Revenue. Cloud subscriptions revenue increased $63.7 million in the nine months ended September 30, 2024 compared to the same period in the prior year. Customers have demonstrated a clear preference for cloud-based solutions, including existing customers that are migrating from on-premise to cloud-based offerings. Cloud subscriptions revenue for the Americas, EMEA and APAC segments increased $44.7 million, $16.6 million and $2.4 million, respectively, in the nine months ended September 30, 2024.

Software License Revenue. Software license revenue decreased $3.3 million in the nine months ended September 30, 2024 compared to the same period in the prior year. We believe the decrease reflects a strong market preference for our cloud-native solutions.

The license sales percentage mix across our product suite in the nine months ended September 30, 2024 was over 80% warehouse management solutions.

Maintenance Revenue. Maintenance revenue decreased $2.0 million in the nine months ended September 30, 2024 compared to the same period in the prior year. Maintenance revenue for the Americas, EMEA and APAC segments decreased by $0.9 million, $1.0 million and $0.1 million respectively, in the nine months ended September 30, 2024.

Services Revenue. Services revenue increased $37.3 million in the nine months ended September 30, 2024 compared to the same period in the prior year. Services revenue for the Americas, EMEA and APAC segments increased $28.6 million, $5.0 million and $3.7 million in the nine months ended September 30, 2024, respectively, compared with the same period in the prior year, primarily driven by the increase in cloud subscriptions. The percentage of professional services revenue that relates to cloud subscriptions in nine months ended September 30, 2024 and 2023 was approximately 74% and 67%, respectively. The remainder of our professional services revenue relates to implementations, ongoing support, and upgrades of licensed software.

Hardware Revenue. Hardware revenue increased $0.5 million in the nine months ended September 30, 2024 compared to the same period in the prior year. The majority of our hardware revenue is derived from our Americas segment. Sales of hardware is largely dependent upon customer-specific desires, which fluctuate.

Cost of Revenue

	Nine Months Ended September 30,
	2024		2023		% Change vs.Prior Year
Cost of cloud subscriptions, maintenance and services		356,920		322,914		11	%
Cost of software license	$	1,068	$	967		10	%
Total cost of revenue	$	357,988	$	323,881		11	%

Cost of Cloud Subscriptions, Maintenance and Services. Costs of cloud subscriptions, maintenance and services consist primarily of salaries and other personnel-related expenses of employees dedicated to cloud operations; maintenance services; and professional and technical services as well as hosting fees. The $34.0 million increase in the nine months ended September 30, 2024 compared to the same period in the prior year was principally due to a $32.2 million increase in compensation and other personnel-related expenses, a $3.3 million increase in computer infrastructure cost, a $1.0 million increase in facilities expense, and offset by a $2.6 million decrease in performance-based compensation expense.

Cost of Software License. Cost of software license consists of the costs associated with software reproduction; media, packaging and delivery; documentation, and other related costs; and royalties on third-party software sold with or as part of our products. Cost of software license remained relatively flat in the nine months ended September 30, 2024 compared with the same period in the prior year.

Operating Expenses

	Nine Months Ended September 30,
	2024		2023		% Change vs.Prior Year
	(in thousands)
Research and development	$	104,693	$	95,487		10	%
Sales and marketing		55,669		54,278		3	%
General and administrative		62,623		61,561		2	%
Depreciation and amortization		4,670		4,247		10	%
Operating expenses	$	227,655	$	215,573		6	%

Research and Development. R&D expenses increased $9.2 million for the nine months ended September 30, 2024 compared to the same period in the prior year principally due to a $10.5 million increase in compensation and other personnel-related expenses and offset by a $1.2 million decrease in performance-based compensation expense.

Sales and Marketing. Sales and marketing expenses increased $1.4 million in the nine months ended September 30, 2024 compared to the same period in the prior year primarily due to a $2.2 million increase in compensation and other personnel related expenses, a $0.3 million increase in marketing and campaign programs, and offset by a $1.1 million decrease in performance-based compensation expense.

General and Administrative. General and administrative expenses increased $1.1 million in the nine months ended September 30, 2024 compared to the same period in the prior year, primarily due to a $3.2 million increase in compensation and other personnel related expenses, and offset by a $1.0 million decrease in other taxes, a $0.5 million decrease in performance-based compensation expense and $0.4 million decrease in computer costs.

Depreciation and Amortization. Depreciation and amortization of intangibles and software expense for the nine months ended September 30, 2024 and 2023 was $4.7 million and $4.2 million, respectively.

Operating Income

Operating income for the nine months ended September 30, 2024 was $200.9 million compared to $151.0 million for the same period in the prior year. Operating margin was 25.5% the first nine months of 2024 versus 21.9% for the same period in the prior year. Operating income and margin increased primarily due to increased cloud and services revenue growth combined with operating leverage as our cloud business continues to scale.

Other Income and Income Taxes

	Nine Months Ended September 30,
	2024		2023		% Change vs.Prior Year
	(in thousands)
Other income, net	$	3,222	$	2,923		10	%
Income tax provision		33,782		26,107		29	%

Other income, net. Other income, net increased $0.3 million in the nine months ended September 30, 2024 compared to the same period in the prior year primarily due to a $0.7 million increase in interest income and a $0.5 million decrease due to foreign currency losses. The decrease driven by foreign currency losses is primarily due to gains or losses on intercompany transactions denominated in foreign currencies with subsidiaries due to the fluctuation of the U.S. dollar relative to other foreign currencies, primarily the Indian Rupee. We recorded net foreign currency losses of $1.5 million in the first nine months of 2024, and $0.9 million in the first nine months of 2023.

Income tax provision. Our effective income tax rate was 16.5% and 17.0% for the nine months ended September 30, 2024 and 2023, respectively. The decrease in the effective tax rate for the nine months ended September 30, 2024 is due to an increase of excess tax benefits on restricted stock vesting and a reduction in expense related to statute of limitations expiration on uncertain tax positions, partially offset by a decrease of benefit in recording return to provision estimates.

Liquidity and Capital Resources

During the first ~~nine~~three months of ~~2024~~2025, we funded our business exclusively through cash generated from operations. Our cash and cash equivalents as of ~~September~~March 3031, ~~2024~~2025 included $~~115~~109.2 million held in the U.S. and $9996.87 million held by our foreign subsidiaries. We believe that our cash balances in the U.S. are sufficient to fund our U.S. operations. In the future, if we elect to repatriate the unremitted earnings of our foreign subsidiaries, we would not be subject to additional U.S. income taxes on such earnings, but we could be subject to additional local withholding taxes.

Cash flow from operating activities totaled $~~190~~75.3 million and $~~157~~54.97 million in the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, respectively. Typical factors affecting our cash provided by operating activities include our level of revenue and earnings for the period, the timing and amount of employee bonus and income tax payments, and the timing of cash collections from our customers which is our primary source of operating cash flow. Cash flow from operating activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 increased $3220.46 million compared to the same period in the prior year, which is ~~primarily~~mainly due ~~to an increase in earnings and~~ the timing of cash collections from our customers.

Cash flow used in investing activities totaled $50.59 million and $2.83 million in the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, respectively. Our investing activities for both the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024 consisted of capital spending to support company growth.

~~Cash~~Financing ~~flow~~activities used incash ~~financing~~of ~~activities totaled~~ $~~241~~136.24 million and $~~195~~113.78 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, respectively. The principal use of cash for financing activities in both periods was to purchase our common stock, including shares withheld for taxes due upon vesting of restricted stock. Repurchases of our common stock for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024 totaled $~~241~~136.24 million and $~~195~~113.78 million, respectively, including shares withheld for taxes of $4336.04 million and $2940.74 million, respectively.

Periodically, opportunities may arise to grow our business through the acquisition of complementary products, and technologies. Any material acquisition could result in a decrease to our working capital depending on the amount, timing, and nature of the consideration to be paid. We believe that our existing cash will be sufficient to meet our working capital and capital expenditure needs at least for the next twelve months, although there can be no assurance that this will be the case. ~~We continue to focus on managing liquidity, while investing in and growing our headcount capacity to support our customers and grow our business.~~ For the remainder of ~~2024~~2025, we anticipate that our priorities for use of cash will be similar to prior years, with our first priority being continued investment in product development and profitably investing in our business to extend our market leadership. We will continue to weigh our share repurchase options against cash for acquisitions and investing in the business. We will also continue to evaluate acquisition opportunities that are complementary to our product footprint and technology direction. At this time, we do not anticipate any borrowing requirements for the remainder of 2024 for general corporate purposes.

development and profitably investing in our business to extend our market leadership. We will continue to weigh our share repurchase options against cash for acquisitions and investing in the business. We will also continue to evaluate acquisition opportunities that are complementary to our product footprint and technology direction. At this time, we do not anticipate any borrowing requirements for the remainder of 2025 for general corporate purposes.

Aggregate Contractual Obligations

Our principal commitments consist of multiple non-cancellable contracts for cloud infrastructure services and obligations under operating leases. As of ~~September~~March 3031, ~~2024~~2025, our cloud infrastructure obligations are approximately $~~248~~229.8 million over the next 6 years. We also enter into non-cancellable subscriptions in the ordinary course of business for internal software to support our operations. Our obligations, as of ~~September~~March 3031, ~~2024~~2025, are approximately $2515.32 million over the next 64 years. We expect to fulfill all these commitments from our working capital.

Critical Accounting Policies and Estimates

In the first ~~nine~~three months of ~~2024~~2025, there were no significant changes to our critical accounting policies and estimates from those disclosed in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K for the year ended December 31, ~~2023~~2024.

Forward-Looking Statements

Certain statements contained in this filing are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including but not limited to statements related to expectations about global macroeconomic trends and industry developments, plans for future business development activities, anticipated costs of revenues, product mix and service revenues, research and development, selling, general and administrative activities, and liquidity and capital needs and resources. When used in this quarterly report, the words “may,” “expect,” “forecast,” “anticipate,” “intend,” “plan,” "design", “believe,” “could,” “seek,” “~~project~~estimate,” “~~estimate~~project,” and similar expressions are generally intended to identify forward-looking statements. Undue reliance should not be placed on these forward-looking statements, which reflect opinions only as of the date of this quarterly report. Such forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Investors are cautioned that 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.

Some of the factors that could cause actual results to differ materially from the results discussed in forward-looking statements include:

•

ongoing disruption and transformation in our vertical markets;

•

general economic, political and market conditions, including market volatility, interest and inflation rates, trends and fluctuations of each, and efforts to control them;

•

our ability to attract and retain highly skilled employees;

•

competition;

•

our dependence on a single line of business;

•

our dependence on generating revenue from cloud subscriptions and software licenses to drive business;

•

undetected errors or “bugs” in our software;

•

the risk of defects, delays or interruptions in our cloud subscription services;

•

possible compromises of our data protection and IT security measures;

•

risks associated with ~~large~~our ~~system~~use ~~implementations;~~of ~~possible~~generative ~~liability~~artificial ~~to customers if our products fail~~intelligence;

•

risks associated with large system implementations;

•

possible liability to customers if our products fail;

•

the difficulty of predicting operating results;

•

the possible effects on international commerce of new or increased tariffs, or a “trade war;”

•

adverse litigation results;

•

the requirement to maintain high quality professional service capabilities;

•

the risks of international operations, including foreign currency exchange risk;

•

the possibility that research and developments investments may not yield sufficient returns;

•

the long sales cycle associated with our products;

•

the difficulty of predicting operating results;

the need to continually improve our technology;

•

risks associated with managing growth;

•

reliance on third party and open source software;

•

the need for our products to interoperate with other systems;

•

the need to protect our intellectual property, and our exposure to intellectual property claims of others;

•

~~the~~general ~~effects~~geo-political ~~of wars~~developments, ~~such~~including aspolitical ~~the~~instability, ~~wars~~economic insanctions, ~~Ukraine~~terrorist ~~and~~activities ~~the~~or ~~Middle~~international ~~East~~conflicts, ~~natural~~such ~~disasters~~as ~~and~~the ~~pandemics,~~wars ~~such~~in asUkraine and the ~~Covid-19~~Middle ~~pandemic~~East;

•

~~the~~natural ~~possible~~disasters, ~~effects~~weather onevents ~~international~~and ~~commerce~~pandemics, ofsuch ~~new~~as orthe ~~increased~~COVID-19 ~~tariffs~~pandemic, or aother ~~“trade~~major ~~war~~public health crises;” and

•

and other risks described under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024, as these may be updated from time to time in subsequent quarterly reports.

We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in future operating results.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

There were no material changes to the Quantitative and Qualitative Disclosures about Market Risk previously disclosed in our annual report on Form 10-K for the year ended December 31, ~~2023~~2024.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

No system of controls, no matter how well designed and operated, can provide absolute assurance that the objectives of the system of controls are met, and no evaluation of controls can provide absolute assurance that the system of controls has operated effectively in all cases. Our disclosure controls and procedures however are designed to provide reasonable assurance that the objectives of disclosure controls and procedures are met.

effectively in all cases. Our disclosure controls and procedures however are designed to provide reasonable assurance that the objectives of disclosure controls and procedures are met.

As of the end of the period covered by this report, our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures. Based on the evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective to provide reasonable assurance that the objectives of disclosure controls and procedures are met.

Changes in Internal Control over Financial Reporting

During the three months ended ~~September~~March 3031, ~~2024~~2025, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, including any corrective actions with regard to material weaknesses.

2623

PART II

OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we ~~may~~are beinvolved ain ~~party~~litigation relating to ~~legal~~claims ~~proceedings~~ arising inout of the ordinary course of business, and weoccasionally ~~could be a party to~~ legal proceedings not in the ordinary course ~~of business~~. ~~We are not currently a party to any legal proceeding the result of which we believe could have a material adverse impact upon our business, financial position, results of operations, or cash flows.~~

Many of our ~~product~~ installations involve ~~software~~ products that are critical to the operations of our ~~customers~~clients’ businesses. Any ~~downtime~~failure orin ~~failure~~one of our ~~services or~~ products could result in a claim for substantial damages against us, regardless of our responsibility for such failure. Although we attempt to ~~contractually~~ limit contractually our liability for damages arising from ~~services or~~ product ~~downtime~~ or failures or negligent acts or omissions, there can be no assurance that the limitations of liability set forth in our contracts will be enforceable in all instances.

Although litigation and other legal proceeding outcomes are inherently difficult to predict, we do not currently believe we are a party to any legal proceeding the result of which is likely to have a material adverse impact on our business, financial position, results of operations, or cash flows. Descriptions of two lawsuits that we are currently a party to are included in Note 7 to the condensed consolidated financial statements in Part I, Item 1 of this quarterly report on Form 10-Q, and are incorporated herein by reference.

Item 1A. Risk Factors.

In addition to the information set forth below and the other information set forth in this report, you should carefully consider the risk factors disclosed in Item 1A, “Risk Factors,” of our annual report on Form 10-K for the year ended December 31, ~~2023~~2024.

Adverse litigation results could affect our business. From time to time, we are involved in litigation relating to claims arising in the ordinary course of business, and occasionally legal proceedings not in the ordinary course. Litigation can be lengthy, expensive and disruptive to our operations, and can divert our management’s attention away from running our core business. The results of any litigation also cannot be predicted with certainty.

In February and April 2025, two putative securities class action lawsuits were filed against us. Additional information regarding these matters can be found in Note 7 to the condensed consolidated financial statements in Part I, Item 1 of this quarterly report on Form 10-Q, which disclosure is incorporated herein by reference. We are unable to predict the ultimate timing or outcome of, or reasonably estimate the possible losses or a range of possible losses resulting from, these proceedings.

An adverse result in these proceedings, or others that we are currently a party to or may become a party to in the future, could result in monetary damages or injunctive relief that could affect our business, operating results, financial condition or reputation.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

The following table provides information regarding common stock purchases under our publicly announced repurchase program for the quarter ended ~~September~~March 3031, ~~2024~~2025.

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
July 1 - July 31, 2024		16,621	$	256.29		16,621	$	70,740,248
January 1 - January 31, 2025		20,759	$	221.58		20,759	$	95,400,231
August 1 - August 31, 2024		117,837		252.97		117,837		40,931,370
February 1 - February 28, 2025		495,895		184.26		495,895		4,024,308
September 1 - September 30, 2024		60,254		259.21		60,254		25,312,924
March 1 - March 31, 2025		22,674		177.48		22,674		34
Total		~~194~~539,~~712~~328				~~194~~539,~~712~~328

Item 3. Defaults Upon Senior Securities.

No events occurred during the quarter covered by this report that would require a response to this item.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Rule 10b5-1 Trading Plans

During the quarter ended ~~September~~March 3031, ~~2024~~2025, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading agreement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in item 408(a) of Regulation S-K.

2725

Item 6. Exhibits.

Exhibit 10.1	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)
Exhibit 31.1	Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.2	Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32*	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 101.INS	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
Exhibit 101.SCH	Inline XBRL Taxonomy Extension Schema Document
Exhibit 101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
Exhibit 101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
Exhibit 101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
Exhibit 101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
Exhibit 104	The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~September~~March 3031, ~~2024~~2025, has been formatted in Inline XBRL.

* In accordance with Item 601(b)(32)(ii) of the SEC’s Regulation S-K, this Exhibit is hereby furnished to the SEC as an accompanying document and is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933.

2826

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

MANHATTAN ASSOCIATES, INC.

Date:	~~October~~April 25, ~~2024~~2025	/s/ ~~Eddie~~Eric ~~Capel~~A. Clark
		Eddie Capel
		Eric A. Clark
		President and Chief Executive Officer
		(Principal Executive Officer)
Date:	~~October~~April 25, ~~2024~~2025	/s/ Dennis B. Story
		Dennis B. Story
		Executive Vice President, Chief Financial Officer and Treasurer
		(Principal Financial Officer)

2927

Filing Compare · MANHATTAN ASSOCIATES INC