- Current report filing (8-K)
July 26 2011 - 4:14PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 26, 2011
JDA Software Group, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of incorporation)
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0-27876
(Commission File Number)
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86-0787377
(IRS Employer Identification No.)
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14400 North 87th Street
Scottsdale, Arizona
(Address of principal executive offices)
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85260-3649
(Zip Code)
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(480) 308-3000
(Registrants telephone number, including area code)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.02.
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Results of Operations and Financial Condition.
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On July 26, 2011, JDA Software Group, Inc. (JDA) announced financial results for the second
quarter ended June 30, 2011 by issuing a press release and holding a related conference call to
discuss these results. The full text of the press release issued in connection with the
announcement is attached as Exhibit No. 99.1 to this Current Report on Form 8-K. The press release
and the conference call contain forward-looking statements regarding JDA and include cautionary
statements identifying important factors that could cause actual results to differ materially from
those anticipated.
The information in this Form 8-K and the exhibit attached hereto shall not be deemed filed
for purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act) or otherwise
subject to the liabilities of that section, nor shall they be deemed incorporated by reference in
any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by
specific reference in such a filing.
Use of Non-GAAP Financial Information
JDA provides a non-GAAP measure of adjusted EBITDA (earnings before interest, taxes,
depreciation and amortization) and earnings per share in the attached press release. The
presentation is intended to be a supplemental measure of performance and typically excludes
non-cash charges such as amortization of intangibles, stock-based compensation and certain charges
that impact the comparability of one quarter to another. The presentation is not intended to
replace or to be displayed more prominently than our GAAP measurements. A reconciliation of the
adjustments to GAAP results for the periods is included. In addition, an explanation of the ways
in which JDA management uses these non-GAAP measures to evaluate its business, the substance behind
JDA managements decision to use these non-GAAP measures, the material limitations associated with
the use of these non-GAAP measures, the manner in which JDA management compensates for those
limitations, and the substantive reasons why JDA management believes that these non-GAAP measures
provide useful information to investors is included in the attached press release.
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Item 9.01.
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Financial Statements and Exhibits.
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99.1
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Press Release dated July 26, 2011.
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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 hereunto duly authorized.
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JDA Software Group, Inc.
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Date: July 26, 2011
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By:
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/s/ Pete Hathaway
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Pete Hathaway
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Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
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EXHIBIT
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DESCRIPTION
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99.1
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Press Release dated July 26, 2011.
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