MANHATTAN ASSOCIATES INC
For the period ended Dec 31, 2024. Filed Feb 7, 2025.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Feb 7, 2025
MANH$252.78-0.9%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-K
Period ended 2023-12-31; filed 2024-02-06.
0000950170-24-011411
Item 1A. Risk FactorsCurrent report: 10-K
Period ended 2024-12-31; filed 2025-02-07.
0000950170-25-016295
Item 1A. Risk FactorsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 83 previous paragraphs and 95 current paragraphs.
66 unchanged; 11 reworded; 17 added; 5 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (17)
Current report
Our use of generative artificial intelligence (“AI”) tools may expose us to operational, compliance or other risks, which could adversely impact our business, results of operations, cash flow and financial condition, and subject us to legal liability. We use generative AI tools in our business for external purposes (e.g., as additional features to our software products) and for internal purposes (e.g., to support our operations and improve the day-to-day performance of our employees), and these tools are mostly developed and marketed by third-party vendors.
Current report
We seek to ensure that our use of AI tools in support of our operations and business is carried out in a secure, ethical and lawful manner. We have a global “AI Tools Policy” in place that applies to the use of AI tools by all of our employees and contractors and that provides guidelines for a responsible use of AI within the Company. We also have a cross-functional governance organization (which includes members of our IT security and legal teams) with a mission to oversee the use of AI within the Company and assess and mitigate the risks that may be related to this use.
Current report
However, because the use of generative AI tools in business environments is a relatively novel development, the extent of benefits, risks, and liabilities attached to it are still unknown. We have identified the following main risks related to our use of AI tools:
Current report
Protection of our proprietary rights. Our developers may use, in limited instances, generative AI tools to support their computer code writing activities for our proprietary software products. According to recent decisions of governmental entities and courts (such as the U.S. Copyright Office and U.S. Court of Appeals for the Federal Circuit), U.S. copyright is limited to protecting works created by human authors. Many other jurisdictions around the world follow the same approach.
Current report
We may therefore face challenges in obtaining U.S. copyright or other intellectual property rights worldwide on certain parts of our products that were developed using generative AI tools (for further information regarding this risk, see the risk factor entitled “Our failure to adequately protect our proprietary rights could adversely impact our business, results of operations, cash flow, and financial condition”).
Current report
AI adoption-related risk. As we include generative AI features in our software products, some of our customers, especially those in highly regulated industries, may be reluctant or unwilling to use generative AI products. Accordingly, their reluctance to do so could reduce or delay customer adoption, and this may adversely affect our business, results of operations, and financial condition.
Current report
Generative AI features embedded in our software products may create incomplete or inaccurate outputs and this could result in customer dissatisfaction or potential claims related to product performance (for further information regarding this risk, see the risk factor entitled “Our software may contain undetected errors or “bugs” causing harm to our reputation, which could adversely impact our business, results of operations, cash flow, and financial condition”);
Current report
Our use of third-party generative AI tools to power features of our software products may impair our ability to correct defects or cure unavailability in a timely manner because we have no control over our third-party vendors’ operations and infrastructure (for further information regarding this risk, see the risk factor entitled “We incorporate third-party software in our solutions, the failure or unavailability of which could adversely affect our ability to sell, support, and service our products”).
Current report
Cybersecurity and Third-Party Rights. Generally, because we mainly use generative AI tools that are developed by third-party vendors, we have lesser control over the further use or distribution of any content we may share or create via these third-party tools. In addition, the vendors of these tools may fail to comply with their contractual obligations to us, or not provide warranties, indemnities or other remedies, regarding the confidentiality or security of this content. Further, our use of generative AI tools to generate computer code may present additional security risks because the generated source code may contain security vulnerabilities. As a result, our sensitive information or that of our employees or customers could be leaked or disclosed, or other IT security incidents may arise (for further information regarding this risk, see the risk factor entitled “If our data protection or other security measures are compromised and, as a result, our data, our customers’ data or our IT systems are accessed improperly, made unavailable, or improperly modified, our products and services may be perceived as vulnerable…”). In addition, we have little insight into, and no control over, the content used or provided by third-party vendors to train their generative AI tools. For example, there is ongoing litigation over whether the use of copyrighted materials to train AI models is lawful, however the impact of its outcome on our ability to use certain generative AI tools is unknown.
Current report
Regulatory risks. Several jurisdictions around the globe, including in Europe and the U.S. (at state and federal level), have proposed or already enacted legislative frameworks governing the development, use and marketing of AI tools, including the European Union’s AI Act and the Colorado AI Act. We expect other jurisdictions will adopt similar regulations. Additionally, certain privacy laws may apply to our use of generative AI tools (such as a data subject’s right to have a precise view of how their personal data are processed). These legal requirements may make it harder for us to conduct our business using AI (especially third-party AI tools), lead to regulatory fines or penalties, require us to change our business practices, or prevent or limit our use of AI tools, which in turn, may lead our business to be less efficient, or us to be at a competitive disadvantage (for further information regarding this risk, see the risk factor entitled “Our technology must be advanced if we are to remain competitive”).
Current report
Any of these risks could be difficult to eliminate or manage, and, if not addressed, could adversely affect our business, financial condition, results of operations, and growth prospects.
Current report
We can be subject to criminal or civil liability if we fail to comply with anti-corruption and anti-boycott regulations, and that can adversely affect our business, financial condition, and results of operations. We are subject to the U.S. Foreign Corrupt Practices Act ("FCPA"), U.S. domestic bribery laws, and foreign anti-corruption regulation as well as domestic and foreign anti-boycott regulation, which many governments have interpreted more broadly and enforced aggressively in recent years. Under certain circumstances, we can be held liable for the corrupt or other illegal activities of our employees, representatives, contractors, partners, and agents, even if our Company does not explicitly authorize those activities.
Current report
While we have policies and procedures and conduct training that addresses compliance with anti-corruption and anti-boycott regulation, our employees and representatives may violate those regulations, we may be held responsible. Detecting, investigating, and resolving actual or alleged violations of those regulations can divert our management team’s time, resources, and attention. In addition, noncompliance with anti-corruption or anti-boycott regulation could subject us to whistleblower complaints, investigations, sanctions, settlements, prosecution, enforcement actions, fines, damages, other civil or criminal penalties or injunctions, suspension or debarment from contracting with certain persons, reputational harm, adverse media coverage, and other collateral consequences.
Current report
interest and inflation rates, trends and fluctuations of each, and efforts to control them;
Current report
financial and credit market fluctuations and bank failures;
Current report
any such crisis could reduce the availability or productivity of our workforce impacting our day-to-day operations and ability to meet our customer obligations;
Current report
customer demand for our products could decline or they may request extended payment terms for products purchased due to their need to reduce their information technology expense or preserve cash, or as a result of reductions in their sales and profits;
Removed paragraphs (5)
Previous report
interest rate and inflation rate trends and fluctuations;
Previous report
While we are unable to completely predict the full impact that a future pandemic and related remedial measures will have on our results from operations, financial condition, liquidity and cash flows due to numerous uncertainties, including the duration and severity of the pandemic and containment measures, our compliance with these measures could impact our day-to-day operations and could disrupt our business and operations, as well as that of our customers, suppliers and other counterparties, for an indefinite period of time.
Previous report
The negative effects of a global pandemic such as COVID-19 on the overall economy could cause our revenues and profitability to decline for numerous reasons, including:
Previous report
Our customers could implement cost-saving measures, which may include reductions in information technology expense or requests for extended payment terms;
Previous report
In addition, restrictions on in-person interaction, whether occasioned by government orders or changed habits or customs regarding social distancing and group activity after the expiration of strict government measures, may have a material impact on our business. For instance, implementation of our software may be impeded if either our personnel or our customer’s information technology personnel are working remotely.
Reworded paragraphs (11)
Previous wording
Our data center providers may experience events such as natural disasters, fires, power loss, telecommunications failures, or similar events. The systems, infrastructure, and services of our data center providers may also be subject to human or software errors, viruses, cyber threats, fraud, spikes in customer usage, break-ins, sabotage, acts of vandalism, acts of terrorism, and other misconduct. In addition, they may experience other unanticipated problems, including but not limited to financial difficulties and bankruptcy. Further, we may experience in the future periodic interruptions, delays, and outages in service and availability with our data center providers due to a variety of factors, including Internet connectivity failures, infrastructure changes, human or software errors, website hosting disruptions, and capacity constraints.
Current wording
Our data center providers may experience events such as natural disasters, weather events, fires, power loss, telecommunications failures, or similar events. The systems, infrastructure, and services of our data center providers may also be subject to human or software errors, viruses, cyber threats, fraud, spikes in customer usage, break-ins, sabotage, acts of vandalism, acts of terrorism, and other misconduct. In addition, they may experience other unanticipated problems, including but not limited to financial difficulties and bankruptcy. Further, we may experience in the future periodic interruptions, delays, and outages in service and availability with our data center providers due to a variety of factors, including Internet connectivity failures, infrastructure changes, human or software errors, website hosting disruptions, and capacity constraints.
Previous wording
Our research and development activities may not generate significant returns. We anticipate continuing to make significant investments in software research and development and related product opportunities because we believe that we must continue to allocate a significant amount of resources to our research and development activities in order to compete successfully. We cannot estimate with any certainty when we will, if ever, receive significant revenues from these investments.
Current wording
Our research and development activities may not generate significant returns. We anticipate continuing to make significant investments in software research and development (R&D) and related product opportunities because we believe that we must continue to allocate significant resources to our research and development activities to compete successfully. There is no assurance that our research and development will successfully anticipate market needs and result in significant new marketable solutions or enhancements to our solutions. Accordingly, we cannot estimate with any certainty when we will, if ever, receive significant revenues from these investments. In addition, if, we fail to compete effectively with our competitors’ R&D programs, because we fail to maintain adequate R&D resources or otherwise, our competitors may gain an advantage, and our business, results of operations, cash flow, and financial condition could be adversely affected.
Previous wording
Further, as regulatory focus on privacy issues continues to increase and become more complex, these potential risks to our business will intensify. Changes in laws or regulations associated with the enhanced protection of certain types of sensitive data could significantly increase our cost of providing our products and services.
Current wording
We are subject to stringent and evolving U.S. and foreign laws, regulations, rules, contractual obligations, policies, and other requirements relating to privacy and data security. Further, as regulatory focus on privacy issues continues to increase and become more complex, these potential risks to our business will intensify. Changes in laws or regulations associated with the enhanced protection of certain types of sensitive data could significantly increase our cost of providing our products and services.
Previous wording
Most of our expenses, including employee compensation and rent, are relatively fixed. In addition, our expense levels are based, in part, on our expectations regarding future revenue increases. As a result, any shortfall in revenue in relation to our expectations could cause significant changes in our operating results from quarter to quarter and could result in quarterly losses. As a result of these factors, we believe that period-to-period comparisons of our revenue levels and operating results are not necessarily meaningful.
Current wording
Most of our expenses, including employee compensation and rent, are relatively fixed. In addition, our expense levels are based, in part, on our expectations regarding future revenue increases. As a result, any shortfall in revenue in relation to our expectations could cause significant changes in our operating results from quarter to quarter and could result in quarterly losses. As a result of these factors, we believe that period-to-period comparisons of our revenue levels and operating results are not necessarily meaningful. Historical growth rates and historical quarterly revenue and operating results may not be a good indicator of future operating results and reliance on historical results should not be used to predict our future performance.
Previous wording
governmental policy, budgetary constraints or shifts in government spending priorities;
Current wording
governmental policy, budgetary constraints, potential U.S. federal government shutdowns or shifts in government spending priorities;
Previous wording
general geo-political developments, such as the wars in Ukraine and the Middle East; and
Current wording
general geo-political developments, including political instability, economic sanctions, terrorist activities or international conflicts, such as the wars in Ukraine and the Middle East; and
Previous wording
The effects of a pandemic or major public health concern such as the COVID-19 pandemic could materially adversely affect our business, results of operations and financial condition. In March 2020, the World Health Organization declared the outbreak of the novel coronavirus, and the disease it causes, COVID-19, a pandemic. The pandemic spread throughout the U.S. and the world and resulted in authorities implementing numerous measures from time to time to contain the virus, including travel bans and restrictions, quarantines, shelter-in-place orders, and business limitations and shutdowns.
Current wording
The effects of a pandemic, such as the COVID-19 pandemic, or other major public health crisis could materially adversely affect our business, results of operations and financial condition. In March 2020, the World Health Organization declared the outbreak of the COVID-19 pandemic. The disease spread throughout the world, prompting governmental and private authorities to implement measures to contain the pandemic, including travel bans and restrictions, quarantines, shelter-in-place orders, and business limitations and shutdowns. A future pandemic or other public health crisis, and related remedial measures, could adversely impact our results from operations, financial condition, liquidity and cash flows in numerous ways, including but not limited to:
Previous wording
Forced store closures could accelerate pre-existing disruption in the retail sector; and/or
Current wording
forced store closures could accelerate pre-existing disruption in the retail sector; and
Previous wording
A decrease in revenues could also negatively affect our liquidity, as we primarily rely on cash generated from operating activities for our liquidity needs. Compounding this issue, a pandemic may make outside capital less available or more expensive.
Current wording
A decrease in revenues could also negatively affect our liquidity, as we primarily rely on cash generated from operating activities for our liquidity needs. Compounding this issue, a pandemic or other public health crisis may make outside capital less available or more expensive.
Previous wording
Fires or other catastrophic events at our principal facilities could disrupt our business. Fires, natural disasters or other catastrophic events, particularly those affecting our Atlanta headquarters or India research and development center, may cause damage or disruption to our operations, and thus could have a strong negative effect on us. Our business operations are subject to interruption by natural disasters, fire, power shortages, pandemics and other events beyond our control. Although we maintain crisis management and disaster response plans, such events could make it difficult or impossible for us to deliver our services to our customers.
Current wording
Fires or other catastrophic events at our principal facilities could disrupt our business. Fires, natural disasters, weather events, political unrest, disruptions in critical infrastructure or other catastrophic events, particularly those affecting our Atlanta headquarters or India research and development center, may cause damage or disruption to our operations, and thus could have a strong negative effect on us. Our business operations are subject to interruption by natural disasters, weather events, political unrest, fire, power shortages and other disruptions of critical infrastructure, health crises or pandemics and other events beyond our control. Although we maintain crisis management and disaster response plans, such events could make it difficult or impossible for us to deliver our services to our customers.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Operational risks. Our use of third-party generative AI tools exposes us to greater risks related to the quality of our products (for further information regarding this risk, see the risk factor entitled “Our ability to sell our cloud solutions is highly dependent on the quality of our services offerings, and our failure to offer high quality services could adversely impact our business, results of operations, cash flow, and financial condition”). For example:
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Historical growth rates and historical quarterly revenue and operating results may not be a good indicator of future operating results and reliance on historical results should not be used to predict our future performance.