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): April 16, 2007

JDA Software Group, Inc.

(Exact name of registrant as specified in its charter)

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

14400 North 87th Street
Scottsdale, Arizona
(Address of principal executive offices) 85260-3649
(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
EXHIBIT INDEX
Exhibit 99.1

Item 2.02. Results of Operations and Financial Condition.

     On April 16, 2007, JDA Software Group, Inc. (“JDA”) announced preliminary financial results for the first quarter ended March 31, 2007 by issuing a press release. 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 contains forward-looking statements regarding JDA and includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.

     We reported that GAAP net income for the first quarter ended March 31, 2007 would be between $0.15 to $0.17 per share. For purposes of the non-GAAP measures of performance provided with the press release, we have included the mid-point of our estimated range of GAAP net income for the first quarter ended March 31, 2007.

     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, 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, 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 April 16, 2007.

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: April 16, 2007	By:	/s/ Kristen L. Magnuson
		Kristen L. Magnuson
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

EXHIBIT	DESCRIPTION
99.1	Press Release dated April 16, 2007.

EX-99.1

Exhibit 99.1

JDA Software Announces Preliminary First Quarter 2007 Results
In Preparation for Analyst Meeting at FOCUS 2007

Scottsdale, Ariz. — April 16, 2007 — JDA^® Software Group, Inc. today announced preliminary financial results for the first quarter ended March 31, 2007 in order to provide early visibility into first quarter 2007 results for the Analyst Meeting scheduled to take place on Tuesday, April 17^th in New Orleans at JDA’s annual FOCUS user conference. Based on unaudited results, JDA anticipates total revenues of approximately $89.7 million to $90.7 million and software revenues of $17.0 million for first quarter 2007, including $36.5 million and $4.2 million from Manugistics, respectively, compared to total revenues of $47.9 million and software revenues of $7.1 million for first quarter 2006.

     JDA expects GAAP net income for first quarter 2007 to be $0.15 to $0.17 per share, as compared to a GAAP net income of $487,000, or $0.02 per share in first quarter 2006. The Company expects to report adjusted non-GAAP earnings for first quarter 2007 of approximately $0.26 to $0.28 per share, which excludes amortization of acquired software technology and intangibles, restructuring charges, stock-based compensation and a gain on the sale of an office facility, as compared to adjusted non-GAAP earnings of $0.06 per share for first quarter 2006, which excluded amortization of acquired software technology and intangibles. In addition the company expects to report adjusted EBITDA (Earnings before interest, taxes, depreciation and amortization) of $18.5 million to $19.6 million for the first quarter of 2007 compared to $4.0 million for first quarter 2006. For purposes of the attached schedule of non-GAAP measures of performance, the Company has included the mid-point of our estimated range of GAAP net income for first quarter 2007.

     JDA ended first quarter 2007 with $61.1 million in cash and cash equivalents after paying off $15 million of debt, leaving a debt position of $126.1 million.

     “2007 is an important year for JDA as we consolidate and leverage the operations of Manugistics and begin to see the results of the organizational changes we put in place in 2006,” commented Hamish Brewer, CEO of JDA Software. “Combining the positive impact of Manugistics with strong year-over-year growth in sales of the heritage JDA products, this first quarter result gives us a flying start to the year.”

     These anticipated results are preliminary and based on partial information and management assumptions. JDA plans to announce final results during its regularly scheduled conference call for first quarter 2007 on April 23, 2007.

April 23, 2007 Conference Call Information

     JDA will host a conference call at 4:45 pm Eastern on Monday, April 23 to discuss final earnings results for its first quarter ended March 31, 2007. To participate in the call, dial 1-888-694-4676 (United

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JDA Q107 Preliminary Earnings

States) or 1-973-582-2737 (International) and ask the operator for the “JDA Software Group First Quarter 2007 Earnings Conference Call.” A replay of the conference call will begin April 23, 2007 at 7:45 pm (Eastern) and will end on Wednesday, May 23, 2007 at 11:59 pm (Eastern). To hear the replay dial 1-877-519-4471 (United States) or 1-973-341-3080 (International) using pin number 8629066.

     To participate in the live Web cast of the call, go to the following web page at the time of the conference call: http://viavid.net/dce.aspx?sid=00003D55. A replay of the Web cast will be available approximately 5 minutes after the conclusion of the event.

About JDA Software Group, Inc.

     JDA^® Software Group, Inc. (Nasdaq:JDAS) is the enduring demand and supply chain partner to the world’s leading retailers, manufacturers and suppliers, helping more than 5,500 customers in more than 60 countries realize real demand chain results. JDA has solidified a unique marketplace position, in that only JDA can offer a complete vertically-focused solution with the depth and breadth of capabilities necessary to enable the Customer-Driven Value Chain. JDA software solutions enable high-performance business process optimization and execution to achieve a connected view of the customer from raw materials flowing into production to end-consumer products at the shelf. With offices in major cities around the world, JDA employs the industry’s most experienced supply and demand chain experts to develop, deliver and support its solutions. For more information, visit www.jda.com, email info@jda.com or call 1-800-479-7382.

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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) our expected financial results for the first quarter of 2007, and (ii) any implication that such positive first quarter results may yield positive results for fiscal year 2007. The occurrence of future events may involve a number of risks and uncertainties, including, but not limited to: (a) the possibility that our final results for the first quarter of 2007 may differ from our preliminary results, particularly since the preliminary results are unaudited; (b) the possibility that we may not achieve our fiscal year 2007 objectives in spite of achieving a positive 2007 first quarter; 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.

JDA Software Group, Inc.
14400 N. 87^th Street
Scottsdale, AZ 85260

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

	Three Months Ended March 31,
	2007			2006
NON-GAAP OPERATING INCOME (LOSS) AND ADJUSTED EBITDA
Operating income (loss) (GAAP BASIS)	$	9,942		$	(290	)
Adjustments for non-GAAP measures of performance:
Add back amortization of acquired software technology		1,871			1,253
Add back amortization of intangibles		3,963			893
Add back restructuring charges		4,044			—
Less gain on sale of office facility		(4,128	)		—
Adjusted non-GAAP operating income	$	15,692			1,856
Add back depreciation		2,399			1,938
Add back stock-based compensation		888			217
Adjusted EBITDA (Earnings before interest, taxes, depreciation and amortization)	$	18,979		$	4,011
NON-GAAP EARNINGS PER SHARE
Income before income tax provision	$	7,161		$	640
Amortization of acquired software technology		1,871			1,253
Amortization of intangibles		3,963			893
Restructuring charges		4,044			—
Stock-based compensation		888			—
Gain on sale of office facility		(4,128	)		—
Adjusted income before income taxes		13,799			2,786
Adjusted income tax expense		4,830			872
Adjusted net income	$	8,969		$	1,914
Adjusted non-GAAP diluted earnings per share	$	0.27		$	0.06
Shares used to compute non-GAAP diluted earnings per share		33,563			29,674

For purposes of this schedule of non-GAAP measures of performance, we have included the mid-point of our estimated range of GAAP net income for the first quarter ended March 31, 2007.