8-K

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): October 24, 2005

JDA Software Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-27876	86-0787377
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

14400 North 87th Street
Scottsdale, Arizona	85260-3649
(Address of principal executive offices)	(Zip Code)

(480) 308-3000
(Registrant’s telephone number, including area code)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 2.02. Results of Operations and Financial Condition.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EX-99.1

Item 2.02. Results of Operations and Financial Condition.

     On October 24, 2005, JDA Software Group, Inc. (“JDA”) announced its final financial results for the quarter ended September 30, 2005 by issuing a press release and on the same date, held 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 Exhibits 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 it 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 operating income 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, and certain non-recurring charges that impact the comparability of one quarter to another, or the comparability of JDA’s performance to another company that is providing this type of supplemental information. The presentation is not intended to replace or to be displayed more prominently than our GAAP measurement of operating income and earnings per share. We have provided clear, concise disclosure to enable investors to reconcile the non-GAAP measures to the most directly comparable measure under GAAP.

Item 9.01. Financial Statements and Exhibits.

(c)	Exhibits
99.1	Press Release dated October 24, 2005.

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.

	JDA Software Group, Inc.
Date: October 24, 2005	By:	/s/ Kristen L. Magnuson
		Kristen L. Magnuson Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

EXHIBIT	DESCRIPTION
99.1	Press Release dated October 24, 2005.

EX-99.1

JDA Software Group, Inc.
NEWS RELEASE

JDA Investor Relations Contacts:
Lawrence Delaney, Jr., The Berlin Group
Tel: (714) 734-5000; larry@berlingroup.com

Kristen L. Magnuson, Executive Vice President & Chief
Financial Officer, JDA Software Group, Inc.
Tel: 480-308-3000

JDA Reports Significant Earnings and Software License Growth in Third Quarter
Software Revenues Up 70% Over Prior Year and 14% Sequentially

     Scottsdale, Ariz. – October 24, 2005 – JDA® Software Group, Inc. (Nasdaq: JDAS) today announced final financial results for the quarter ended September 30, 2005. JDA reported total revenues of $55.6 million and software revenues of $17.4 million, compared to total revenues of $50.3 million and software revenues of $10.2 million in third quarter of 2004.

     JDA reported GAAP net income for the third quarter 2005 of $3.7 million, or $0.13 per share, as compared to GAAP net income of $1.6 million, or $0.06 per share in third quarter 2004. JDA reported adjusted non-GAAP earnings for third quarter 2005 of $0.17 per share, versus adjusted non-GAAP earnings per share of $0.04 for third quarter 2004. The non-GAAP earnings results exclude amortization of acquired software technology and intangibles, stock-based compensation expense on restricted stock units, a net gain on acquisition break-up fee, a gain on sale of securities, and certain non-recurring tax benefits and refunds, all of which are itemized in the attached schedule of non-GAAP measures of performance.

     “The third quarter delivered an excellent software result for what is traditionally the weakest quarter of the year with a 70% increase in software licenses over the prior year quarter,” said Hamish Brewer, JDA Chief Executive Officer. “We closed 76 deals in a highly competitive environment, including 12 multi-product transactions and three large software contracts with combined software revenues surpassing $10 million, not all of which was recognized in third quarter 2005.”

     “JDA’s distinct competitive advantage is becoming very clear in an industry of consolidating software vendors. Our value proposition of delivering high value add solutions through a low cost delivery model is clearly understood and being well received by both retailers and suppliers. I feel very positive about our competitive positioning,” said Brewer.

Third Quarter 2005 Highlights

• Global Acceptance of New Products on Microsoft .NET: JDA closed two more deals this quarter for PortfolioEnabled applications. Existing JDA customers, The Homeworld Group, Inc. of China and Pepkor Retail Limited of South Africa, signed for the next generation Portfolio Replenishment Optimization by E3® (PRO). JDA now counts 10 companies in various stages of implementing PortfolioEnabled applications around the world.

• Regional Sales Activity: JDA’s Americas and Europe, Middle East and Africa (EMEA) regions achieved strong quarters with an increase of 91% and 30%, respectively, over third quarter 2004. The

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	Americas region closed $14.2 million in software license deals in Q3’05, compared to $7.4 million in Q3’04. EMEA finalized $2.8 million in software deals in Q3’05, compared to $2.2 million in Q3’04. Asia Pacific closed $344,000 in software deals in Q3’05, versus $613,000 in Q3’04.
•	Mervyns Among Key Deals Closed: In addition to significant wins at Mervyns LLC for an extensive range of products, The Homeworld Group for PRO, and HP Hood LLC for collaborative solutions, JDA signed deals with several retailers and suppliers including Bashas’ Inc., KB Toys, Inc., Hudson News Company and Mark’s Work Wearhouse LTD.
•	Strong Demand for Strategic Merchandise Management: JDA reported that 70% of its software license revenues were for retail enterprise systems, including Portfolio Strategic Merchandise Management™ applications; 12% of software revenues were for in store systems, including Portfolio Workforce Management™, and 18% were for collaborative solutions, including Portfolio Category Management™. JDA continued to increase market share for its collaborative solutions with 287 trading partner pairs relying on JDA solutions to support over $4.7 billion in trade volume during Q3’05, up from 238 trading partner pairs in Q3’04.
•	Strong Cash Position: JDA ended the third quarter with $96.7 million in cash and marketable securities as compared to $97.1 million at December 31, 2004. JDA generated $2.7 million in positive cash flow from operations during third quarter as compared to $1.7 million in second quarter 2005. DSOs were 79 days at September 30, 2005, compared to 66 days at June 30, 2005 and 58 days at September 30, 2004. During the quarter JDA invested $1.4 million in capital expenditures, primarily for ongoing IT projects. The company had $32.2 million in deferred revenue and no debt at September 30, 2005.

Nine Month Results for 2005

     For the nine months ended September 30, 2005, total revenues increased to $160.7 million compared to total revenues of $159.6 million for the same period in 2004. Software license revenues increased to $42.9 million for the first nine months of 2005, versus $38.9 million for the same period in 2004.

     JDA reported GAAP net income was $8.0 million or $0.28 per share for the nine months ended September 30, 2005, compared to a GAAP net income of $1.8 million or $0.06 per share in the same period in 2004. Adjusted non-GAAP earnings for the first nine months of 2005 were $0.42 per share compared to adjusted non-GAAP earnings of $0.16 per share in the same period of 2004 The non-GAAP earnings results exclude amortization of intangibles and acquired software technology, stock-based compensation expense on restricted stock units, restructuring charges and adjustments to acquisition-related reserves, a net

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gain on acquisition break-up fee, a gain on sale of securities, and certain non-recurring tax benefits and refunds, all of which are itemized in the attached schedule of non-GAAP measures of performance.

     Cash flow from operations was $10.3 million for the first nine months of 2005 as compared to $22.3 million during the same period in 2004.

Conference Call Information

     JDA will host a conference call today at approximately 4:45 pm EDT. To participate in the call, dial 1-800-921-9431 (United States) or
1-973-935-8505 (International) and ask the operator for the “JDA Third Quarter 2005 Earnings.” A replay of the conference call will begin October 24, 2005 at 6:45 pm EDT and will end on November 24, 2005 at 12:00 am EDT. Callers can hear the replay by dialing
1-877-519-4471 (United States) or 1-973-341-3080 (International) using access code 6485208.

     To participate in a Web cast of the call, visit the following web page at the time of the conference call:
http://viavid.net/dce.aspx?sid=0000290C

About JDA Software Group

     With more than 4,800 retail, manufacturing and wholesale customers in 60 countries, JDA Software Group, Inc. (Nasdaq: JDAS) is a global leader in delivering integrated software and professional services for

     the retail demand chain. By capitalizing on its market position and financial strength, JDA commits significant resources to advancing JDA Portfolio, its suite of merchandising, POS, analytic and collaborative solutions that improve revenues, efficiency and customer focus. Founded in 1985, JDA is headquartered in Scottsdale, Arizona and employs approximately 1,100 associates operating from 26 offices in major cities throughout North America, South America, Europe, Asia and Australia. For more information, visit www.jda.com, email info@jda.com or call 1-800-479-7382.

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“JDA,””JDA Portfolio,” “PortfolioEnabled,” ”Portfolio Category Management,” “Portfolio Strategic Merchandise Management,” “Portfolio Workforce Management” and “Portfolio Replenishment Optimization by E3” are trademarks or registered trademarks of JDA Software Group. Any trade, product or service name referenced in this document using the name “JDA” is a trademark and/or property of JDA Software Group. All other trade, product, or service names referenced in this release may be trademarks or registered trademarks of their respective holders’.

“Safe Harbor” Statement under the U.S. Private Securities Litigation Reform Act of 1995

This press release contains forward-looking statements that are made in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally accompanied by words such as “will,” and “expect” and other words with forward-looking connotations. In this press release, such forward-looking statements include, without limitation: (i) Mr. Brewer’s statement regarding our competitive position in the market; and (ii) any implications regarding future sales of our new .Net products that can be drawn from early indications of market acceptance of such products. The occurrence of future events may involve a number of risks and uncertainties, including, but not limited to: (a) the possibility that our competitive position could weaken in the future, particularly given that the competitive landscape in our market continually changes, and our market is highly competitive; (b) we may encounter difficultly developing, marketing and implementing our new .Net products since

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neither the products, nor the technical platform are fully mature or established in the marketplace; and (c) other risks detailed from time to time in the “Risk Factors” section of our filings with the Securities and Exchange Commission. Additional information relating to the uncertainty affecting our business is contained in our filings with the SEC. As a result of these and other risks, actual results may differ materially from those predicted. JDA is not under any obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.

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JDA SOFTWARE GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)

	September 30,			December 31,
	2005			2004
ASSETS	(Unaudited)
Current Assets:
Cash and cash equivalents	$	61,315		$	61,344
Marketable securities		35,378			35,778
Total cash and marketable securities		96,693			97,122
Accounts receivable, net		48,490			39,524
Deferred tax asset		4,220			3,578
Prepaid expenses and other current assets		9,881			8,242
Promissory note receivable		1,296			2,736
Total current assets		160,580			151,202
Property and Equipment, net		44,031			48,324
Goodwill		69,872			69,901
Other Intangibles, net
Customer lists		25,753			28,347
Acquired software technology		16,994			20,749
Trademarks		2,591			2,591
		45,338			51,687
Deferred Tax Asset		12,521			11,453
Total assets	$	332,342		$	332,567
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	1,848		$	3,104
Accrued expenses and other liabilities		19,235			24,645
Income tax payable		2,359			215
Deferred revenue		32,219			28,418
Total current liabilities		55,661			56,382
Stockholders’ Equity:
Preferred stock, $.01 par value; authorized 2,000,000 shares; none issued or outstanding		—			—
Common stock, $.01 par value; authorized, 50,000,000 shares; issued 29,746,098 and 29,596,697 shares, respectively		297			296
Additional paid-in capital		251,117			248,633
Deferred compensation		(699	)		—
Retained earnings		40,047			32,012
Accumulated other comprehensive loss		(870	)		(204	)
		289,892			280,737
Less treasury stock, at cost, 1,162,202 and 414,702 shares, respectively		(13,211	)		(4,552	)
Total stockholders’ equity		276,681			276,185
Total liabilities and stockholders’ equity	$	332,342		$	332,567

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JDA SOFTWARE GROUP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except earnings per share data)
(unaudited)

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2005		2004			2005		2004
REVENUES:
Software licenses.	$	17,411	$	10,245		$	42,935	$	38,909
Maintenance services		21,115		20,217			64,317		59,343
Product revenues		38,526		30,462			107,252		98,252
Consulting services		15,621		18,141			49,268		56,678
Reimbursed expenses		1,432		1,710			4,207		4,645
Service revenues		17,053		19,851			53,475		61,323
Total revenues		55,579		50,313			160,727		159,575
COST OF REVENUES:
Cost of software licenses		708		123			1,424		1,502
Amortization of acquired software technology		1,192		1,299			3,754		3,859
Cost of maintenance services		5,720		4,883			17,042		14,716
Cost of product revenues		7,620		6,305			22,220		20,077
Cost of consulting services		12,333		12,747			38,426		40,783
Reimbursed expenses		1,432		1,710			4,207		4,645
Cost of service revenues		13,765		14,457			42,633		45,428
Total cost of revenues		21,385		20,762			64,853		65,505
GROSS PROFIT		34,194		29,551			95,874		94,070
OPERATING EXPENSES:
Product development		10,783		12,559			33,203		39,741
Sales and marketing		10,477		10,461			29,550		33,170
General and administrative		7,209		6,264			19,674		18,751
Amortization of intangibles		896		849			2,594		2,539
Stock-based compensation expense – restricted stock		76		—			76		—
Restructuring charge and adjustments to acquisition- related reserves		—		—			2,439		2,824
Total operating expenses		29,441		30,133			87,536		97,025
OPERATING INCOME (LOSS)		4,753		(582	)		8,338		(2,955	)
Net gain on acquisition breakup fee		—		1,200			—		1,200
Other income, net		681		601			1,824		1,571
INCOME (LOSS) BEFORE INCOME TAXES		5,434		1,219			10,162		(184	)
Income tax provision (benefit)		1,685		(430	)		2,127		(2,000	)
NET INCOME	$	3,749	$	1,649		$	8,035	$	1,816
BASIC EARNINGS PER SHARE	$	.13	$	.06		$	.28	$	.06
DILUTED EARNINGS PER SHARE	$	.13	$	.06		$	.28	$	.06
SHARES USED TO COMPUTE:
Basic earnings per share		28,545		29,064			28,816		29,051
Diluted earnings per share		29,063		29,191			29,208		29,486

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JDA SOFTWARE GROUP, INC.
NON-GAAP MEASURES OF PERFORMANCE
(in thousands, except share data, unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2005			2004			2005			2004
NON-GAAP OPERATING INCOME
Operating income (loss) (GAAP BASIS)	$	4,753		$	(582	)	$	8,338		$	(2,955	)
Adjustments for non-GAAP measures of performance:
Add back amortization of acquired software technology		1,192			1,299			3,754			3,859
Add back amortization of intangibles		896			849			2,594			2,539
Add back restructuring charge and adjustments to acquisition-related reserves		—			—			2,439			2,824
Add back stock-based compensation expense – restricted stock units.		76			—			76			—
Adjusted non-GAAP operating income	$	6,917		$	1,566		$	17,201		$	6,267
NON-GAAP OPERATING INCOME, as a percentage of revenue
Operating income (loss) (GAAP BASIS)		8	%		(1	%)		5	%		(2	%)
Adjustments for non-GAAP measures of performance:
Amortization of acquired software technology		2	%		2	%		2	%		2	%
Amortization of intangibles		2	%		2	%		2	%		2	%
Restructuring charge and adjustments to acquisition-related reserves		—			—			2	%		2	%
Stock-based compensation expense – restricted stock units		—			—			—			—
Adjusted non-GAAP operating income		12	%		3	%		11	%		4	%
NON-GAAP EARNINGS PER SHARE
Diluted earnings per share (GAAP BASIS)	$	.13		$	.06		$	.28		$	.06
Adjustments for non-GAAP measures of performance, net of tax:
Add back amortization of acquired software technology		.03			.03			.08			.09
Add back amortization of intangibles		.02			.02			.06			.06
Add back stock-based compensation expense on restricted stock units		—			—			—			—
Add back restructuring charge and adjustments to acquisition-related reserves		—			—			.05			.06
Deduct net gain on acquisition break-up fee		—			(.03	)		—			(.03	)
Deduct gain on sale of securities		—			(.01	)		—			(.01	)
Net tax benefits resulting from revisions of tax estimates in prior years and certain foreign tax positions and contingencies		(.01	)		(.03	)		(.05	)		(.07	)
Adjusted non-GAAP diluted earnings per share	$	.17		$	.04		$	.42		$	.16
CASH FLOW INFORMATION
Net cash provided by operating activities	$	2,706		$	7,248		$	10,255		$	22,293
Net cash used in investing activities:
Purchase of corporate office facility	$	—		$	—		$	—		$	(23,767	)
Purchase of Timera Texas, Inc.		—			—			—			(13,574	)
Purchase of other property and equipment		(1,350	)		(2,938	)		(3,908	)		(8,692	)
Acquisition break-up fee		—			3,750			—			3,750
Other, net		1,312			(10,890	)		1,918			1,328
	$	(38	)	$	(10,078	)	$	(1,990	)	$	(40,955	)
Net cash provided by (used in) financing activities:
Purchase of treasury stock	$	—		$	—		$	(8,659	)	$	—
Other, net		630			96			1,473			518
	$	630		$	96		$	(7,186	)	$	518